HSBC France € 20,000,000,000 Euro Medium Term Note Programme

RETAIL CASCADESIn the context of any offer of Notes in France, the United Kingdom, Germany, the Netherlands, Belgium, theGrand Duchy of Luxembourg, Spain and/or Italy (the Public Offer Jurisdictions) that is not within anexemption from the requirement to publish a prospectus under the Prospectus Directive, as amended, (a PublicOffer), the Issuer consents to the use of the Base Prospectus and the relevant Final Terms (the Prospectus) inconnection with a Public Offer of any Notes during the offer period specified in the relevant Final Terms (theOffer Period) and in the Public Offer Jurisdiction(s) specified in the relevant Final Terms by:(1) subject to conditions set out in the relevant Final Terms, any financial intermediary designated in such FinalTerms; or(2) if so specified in the relevant Final Terms, any financial intermediary which satisfies the followingconditions: (a) acts in accordance with all applicable laws, rules, regulations and guidance of any applicableregulatory bodies (the Rules), from time to time including, without limitation and in each case, Rules relating toboth the appropriateness or suitability of any investment in the Notes by any person and disclosure to anypotential investor; (b) complies with the restrictions set out under "Subscription and Sale" in this BaseProspectus which would apply as if it were a Dealer; (c) ensures that any fee (and any commissions or benefitsof any kind) received or paid by that financial intermediary in relation to the offer or sale of the Notes is fullyand clearly disclosed to investors or potential investors; (d) holds all licences, consents, approvals andpermissions required in connection with solicitation of interest in, or offers or sales of, the Notes under theRules; (e) retains investor identification records for at least the minimum period required under applicableRules, and shall, if so requested, make such records available to the relevant Dealer(s) and the Issuer or directlyto the appropriate authorities with jurisdiction over the Issuer and/or the relevant Dealer(s) in order to enable theIssuer and/or the relevant Dealer(s) to comply with anti-money laundering, anti-bribery and “know your client”rules applying to the Issuer and/or the relevant Dealer(s); (f) does not, directly or indirectly, cause the Issuer orthe relevant Dealer(s) to breach any Rule or any requirement to obtain or make any filing, authorisation orconsent in any jurisdiction; and (g) satisfies any further conditions specified in the relevant Final Terms, (ineach case an Authorised Offeror). For the avoidance of doubt, none of the Dealers or the Issuer shall have anyobligation to ensure that an Authorised Offeror complies with applicable laws and regulations and shalltherefore have no liability in this respect.The Issuer accepts responsibility, in the Public Offer Jurisdiction(s) specified in the Final Terms, for the contentof the Prospectus in relation to any person (an Investor) in such Public Offer Jurisdiction(s) to whom an offer ofany Notes is made by any Authorised Offeror and where the offer is made during the period for which thatconsent is given. However, neither the Issuer nor any Dealer has any responsibility for any of the actions of anyAuthorised Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules orother local regulatory requirements or other securities law requirements in relation to such offer.The consent referred to above relates to Offer Periods (if any) occurring within 12 months from the date of theapproval of this Base Prospectus by the CSSF.In the event the Final Terms designate financial intermediary(ies) to whom the Issuer has given its consent touse the Prospectus during an Offer Period, the Issuer may also give consent to additional Authorised Offerorsafter the date of the relevant Final Terms and, if it does so, it will publish any new information in relation tosuch Authorised Offerors who are unknown at the time of the approval of this Base Prospectus or the filing ofthe relevant Final Terms at www.hsbc.fr/1/2/hsbc-france/entreprises-institutionnels/placements/nos-solutionsde-placement-individuelles/emissions-obligataires.If the Final Terms specify that any financial intermediary may use the Prospectus during the OfferPeriod, any such Authorised Officer is required, for the duration of the Offer Period, to publish on itswebsite that it is using the Prospectus for the relevant Public Offer with the consent of the Issuer and inaccordance with the conditions attached thereto.4