HSBC France â¬ 20,000,000,000 Euro Medium Term Note Programme

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Global Asset Management is recognised as:- a major player on the emerging markets;- one of the world’s leading distributors of mutual funds, with a range of funds fromdeveloped to emerging markets and includes equity, fixed-income, diversified,alternative, cash and multi-management investment strategies;- an expert in employee savings solutions for companies.Commercial Banking: The Commercial Banking business offers a broad range ofdomestic and international products and services to support a diverse corporatecustomer base, from VSEs to multinational corporations. It draws on:- a local presence in 65 countries and renowned expertise in supporting companies’international development, particularly in emerging markets;- Cash management, trade services, factoring and leasing experts;- a domestic network specialised by customer sizes and profiles, including 10Corporate Banking Centres, 51 "Centres d’Affaires Entreprises" dedicated to SMEsand 15 dedicated "Pôles Entrepreneurs" to VSEs (very small enterprises);- direct branches for VSEs and Small and Medium Associations.Global Banking and Markets: HSBC’s global and local scale mean that it is areference in terms of supporting large companies and institutions in their projects andoperations in France and internationally, thanks to the presence in some 30 countries.HSBC offers a comprehensive range of solutions, including:- corporate finance: commercial banking, payment and cash management, leveragedacquisition finance, property and structured finance;- investment banking: mergers and acquisitions, initial public offering (IPO), capitalincreases;- markets: including Fixed-Income, Currencies and Equity activities. Paris is one ofthe HSBC Group’s four hubs (alongside London, Hong Kong and New York) and theGroup’s Centre of excellence for three activities: derivatives rates, euro rates andstructured equity.Private Banking: HSBC Private Bank offers its high-net-worth customers in Franceand abroad a range of tailored products and services, through:- the expertise of the discretionary and advisory management teams;- a vast international network operating in 37 countries and territories;- major synergies with other HSBC France businesses, particularly with CommercialBanking and Corporate and Investment Banking.B.16 Extent towhich theIssuer isdirectly orindirectlyowned orcontrolledB.17 Credit ratingsassigned to theHSBC Bank plc, headquartered in London, holds 99.99% of HSBC France sharecapital and voting rights. HSBC Bank plc is a 100% subsidiary of HSBC Holdingsplc, the holding company for the HSBC Group, one of the world's largest bankingand financial services organisations[Not applicable, the Notes have not been rated.] / [The Notes to be issued have beenrated [●] by [●] [and [●] by [●]].12
Issuer or itsdebt securities[[●]/[Each of [●] and [●]] is established in the European Union and is registeredunder the Regulation (EC) No. 1060/2009 on credit rating agencies (the CRARegulation) as amended by Regulation (EU) No. 513/2011. [[[●]]/[Each of [●] and[●]] is included in the list of credit rating agencies published by the EuropeanSecurities and Markets Authority on its website (www.esma.europea.eu/page/Listregistered-and-certified-CRAs)in accordance with the CRA Regulation.A rating is not a recommendation to buy, sell or hold securities and may be subject tosuspension, change, or withdrawal at any time by the assigning credit rating agencywithout notice.]Section C - SecuritiesC.1 Type, classand securityidentificationof the NotesThe Notes are [€/U.S./£/[•]] [Undated] [Senior/Subordinated] [[•] per cent./FloatingRate/Zero Coupon] Notes [due [•]].]The ISIN code of the Notes is: [•].The common code of the Notes is is: [●].C.2 Currencies The Notes are denominated in [●].C.5 A descriptionof anyrestrictionson the freetransferability of the NotesNot applicable. There is no restriction on the free transferability of the Notes.C.8 Descriptionof rightsattached tothe NotesIssue PriceThe Issue Price of the Notes is [•].Form of the NotesThe Notes are issued in [dematerialised form (Dematerialised Notes) / in materialisedform (Materialised Notes)].[Dematerialised Notes will not be exchangeable for Materialised Notes] /[Materialised Notes will not be exchangeable for Dematerialised Notes.][If the Notes are Dematerialised Notes : The Notes are [in bearer (au porteur)dematerialised form / in registered (au nominatif) dematerialised form]. The Noteshave been accepted for clearance through Euroclear France as central depositary.Transfers between Euroclear France account holders, shall be effected directly or viatheir respective depositaries in accordance with applicable rules and operatingprocedures established for this purpose by Euroclear France.][If the Notes are Materialised Notes : The Notes are in bearer form only. A temporaryglobal certificate in bearer form without interest coupons attached (a TemporaryGlobal Certificate) will be issued initially in respect of the Notes. The Notes havebeen accepted for clearance through Clearstream Banking, société anonyme(Clearstream, Luxembourg) [,]/[and] Euroclear Bank S.A./N.V. (Euroclear) [and[●]]. Transfers between Euroclear and Clearstream, Luxembourg participants, shall be13
Page 1 and 2: Base Prospectus dated 14 December 2
Page 3 and 4: The Arranger and the Dealers have n
Page 5: Other than as set out above, neithe
Page 8 and 9: actions of any Authorised Offeror,
Page 10 and 11: Notes 30 June 2012 30 June 2011(in
Page 14 and 15: effected directly or via their resp
Page 16 and 17: specifies “Contractual Masse”,
Page 18 and 19: continuity of such market if one de
Page 20 and 21: RESUME EN FRANÇAIS DU PROGRAMMELes
Page 22 and 23: au sein duGroupeB.9 Prévision oues
Page 24 and 25: à l’Emetteurprésentant unintér
Page 26 and 27: titre du Règlement (CE) N° 1060/2
Page 28 and 29: C.9 Intérêts,échéance etmodalit
Page 30 and 31: · Le risque de liquidité : se dé
Page 32 and 33: E.2bRaisons del’offre etutilisati
Page 34 and 35: 2. Risks related to the structure o
Page 36 and 37: The European Commission intends in
Page 38 and 39: any Note as a result of the imposit
Page 40 and 41: addition, certain proposals contain
Page 42 and 43: Government and monetary authorities
Page 44 and 45: DOCUMENTS INCORPORATED BY REFERENCE
Page 46 and 47: INFORMATION INCORPORATED BY REFEREN
Page 48 and 49: SUPPLEMENT TO THE BASE PROSPECTUSIf
Page 50 and 51: interest, if any, payable thereunde
Page 52 and 53: (i)(ii)(iii)on the same basis as th
Page 54 and 55: circumstances in which the Notes wi
Page 56 and 57: Noteholder or in fully registered f
Page 58 and 59: accordance with Condition 15. Any b
Page 60 and 61: For the purposes of these Condition
Page 62 and 63:
The fraction is:If dd2 = 31and dd1
Page 64 and 65:
Interest Period Date means each Int
Page 66 and 67:
For the purposes of this sub-paragr
Page 68 and 69:
Date shall be the Early Redemption
Page 70 and 71:
Redemption Amount to be notified to
Page 72 and 73:
To exercise such option or any othe
Page 74 and 75:
(g)CancellationAll Notes purchased
Page 76 and 77:
(including Luxembourg so long as th
Page 78 and 79:
2000 on the taxation of savings inc
Page 80 and 81:
The Masse alone, to the exclusion o
Page 82 and 83:
In accordance with Article R.228-71
Page 84 and 85:
(c)Any notice given by publication
Page 86:
RECENT DEVELOPMENTSOn 11 December 2
Page 89 and 90:
In the case of Materialised Notes w
Page 91 and 92:
a bank account opened in a financia
Page 93 and 94:
CorporationsThere is no withholding
Page 95 and 96:
2012 [and the supplement[s] to the
Page 97 and 98:
(ii) Interest Payment Date(s): [•
Page 99 and 100:
(ii) Day Count Fraction: [Actual/Ac
Page 101 and 102:
Masse) applies, insert below detail
Page 103 and 104:
PART B - OTHER INFORMATION1. LISTIN
Page 105 and 106:
5. Fixed Rate Notes only - YIELD[No
Page 107 and 108:
the public the amount of the offer:
Page 109 and 110:
[ANNEX -ISSUE SPECIFIC SUMMARY][ins
Page 111 and 112:
SUBSCRIPTION AND SALESubject to the
Page 113 and 114:
of the Issuer of any of its content
Page 115 and 116:
For the purposes of this provision,
Page 117 and 118:
AndorraAny investor purchasing the
Page 119 and 120:
france/entreprises-institutionnels/
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HSBC France â¬ 20,000,000,000 Euro Medium Term Note Programme

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HSBC France â¬ 20,000,000,000 Euro Medium Term Note Programme