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

(iii)Except as ordered by a court of competent jurisdiction or as required by law, the Noteholder(as defined below), Coupon or Talon shall be deemed to be and may be treated as its absoluteowner for all purposes, whether or not it is overdue and regardless of any notice of ownership,or an interest in it, any writing on it or its theft or loss and no person shall be liable for sotreating the holder.In these Conditions,Noteholder or, as the case may be, "holder of any Note" means (a) in the case of Dematerialised Notes,the individual or entity whose name appears in the account of the relevant Account Holder, the Issueror the Registration Agent (as the case may be) as being entitled to such Notes and (b) in the case ofMaterialised Notes, the bearer of any Definitive Materialised Note and the Coupons or Talons relatingto it.Outstanding means, in relation to Notes of any Series, all the Notes issued other than (a) those thathave been redeemed in accordance with these Conditions, (b) those in respect of which the date forredemption has occurred and the redemption moneys (including all interest accrued on such Notes tothe date for such redemption, Arrears of Interest, as the case may be, and any interest payable aftersuch date) have been duly paid as provided in Condition 7, (c) those which have become void or inrespect of which claims have become prescribed, (d) those which have been purchased and that areheld or have been cancelled as provided in the Conditions, (e) in the case of Definitive MaterialisedNotes (i) those mutilated or defaced Definitive Materialised Notes that have been surrendered inexchange for replacement Definitive Materialised Notes, (ii) (for the purpose only of determining howmany such Definitive Materialised Notes are outstanding and without prejudice to their status for anyother purpose) those Definitive Materialised Notes alleged to have been lost, stolen or destroyed and inrespect of which replacement Definitive Materialised Notes have been issued and (iii) any TemporaryGlobal Certificate to the extent that it shall have been exchanged for one or more DefinitiveMaterialised Notes, pursuant to its provisions.Capitalised terms have the meanings given to them in the relevant Final Terms, the absence of any suchmeaning indicating that such term is not applicable to the Notes.(d)Redenomination(i)(ii)The Issuer may (if so specified in the relevant Final Terms), on any date, without the consentof the Noteholder, Coupon or Talon, by giving at least 30 days' notice in accordance withCondition 15 and on or after the date on which the European Member State in whose nationalcurrency the Notes are denominated has become a participating Member State in the singlecurrency of the European Economic and Monetary Union (as provided in the Treatyestablishing the European Community (the EC), as amended from time to time (the Treaty)or events have occurred which have substantially the same effects (in either case, EMU),redenominate all, but not some only, of the Notes of any Series into Euro and adjust theaggregate principal amount and the Specified Denomination(s) set out in the relevant FinalTerms accordingly, as more fully described below. The date on which such redenominationbecomes effective shall be referred to in these Conditions as the Redenomination Date.The redenomination of the Notes pursuant to Condition 1(d)(i) shall be made by convertingthe principal amount of each Note from the relevant national currency into Euro using thefixed relevant national currency Euro conversion rate established by the Council of theEuropean Union pursuant to applicable regulations of the Treaty and rounding the resultingfigure to the nearest Euro 0.01 (with Euro 0.005 being rounded upwards). If the Issuer soelects, the figure resulting from conversion of the principal amount of each Note using thefixed relevant national currency Euro conversion rate shall be rounded down to the nearestEuro. The Euro denominations of the Notes so determined shall be notified to Noteholders in57