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

addition, certain proposals contained in the draft CMD are already included in the French CodeMonétaire et Financier and it is currently unclear to what extent, the provisions of the French CodeMonétaire et Financier will be amended once the draft CMD is implemented. Accordingly, it is not yetpossible to assess the full impact of the draft CMD on the Issuer and there can be no assurance that,once it is implemented, the fact of its implementation or the taking of any actions currentlycontemplated in it would not adversely affect the rights of Noteholders, the price or value of theirinvestment in the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes.Changes in lawThe Terms and Conditions of the Notes are based on French law in effect as at the date of this BaseProspectus. No assurance can be given as to the impact of any possible judicial decision or change toFrench law or administrative practice after the date of this Base Prospectus.French Insolvency LawExcept as otherwise provided by the relevant Final Terms, Noteholders will, in respect of all Tranchesin any Series, be grouped automatically for the defence of their common interests in a Masse, asdefined in Condition 12. However, under French insolvency law, holders of debt securities areautomatically grouped into a single assembly of holders (the Assembly) in order to defend theircommon interests if a safeguard procedure (procédure de sauvegarde), an accelerated financialsafeguard procedure (procédure de sauvegarde financière accélérée), or a judicial reorganisationprocedure (procédure de redressement judiciaire) is opened in France with respect to the Issuer.The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes),whether or not under a debt issuance programme (such as a Euro Medium Term Note Programme) andregardless of their governing law.The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde), acceleratedfinancial safeguard plan (plan de sauvegarde financière accélérée) or judicial reorganisation plan(projet de plan de redressement) applicable to the Issuer and may further agree to:- increase the liabilities (charges) of holders of debt securities (including the Noteholders) byrescheduling payments which are due and/or partially or totally writing-off debts;- establish an unequal treatment between holders of debt securities (including the Noteholders)as appropriate under the circumstances; and/or- decide to convert debt securities (including the Notes) into securities that give or may giveright to share capital.Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of theamount of debt securities held by the holders attending such Assembly or represented thereat). Noquorum is required to convoke of the Assembly.For the avoidance of doubt, the provisions relating to the Representation of the Noteholders describedin the Terms and Conditions of the Notes set out in this Base Prospectus and, if applicable, the relevantFinal Terms will only be applicable to the extent they do not conflict with compulsory insolvency lawprovisions that apply in these circumstances.A Noteholder's actual yield on the Notes may be reduced from the stated yield by transaction costs.When Notes are purchased or sold, several types of incidental costs (including transaction fees andcommissions) are incurred in addition to the current price of the Notes. These incidental costs may40