Bond ASF SA 5.625% ( FR0010491720 ) in EUR

ASF SA

100 % ▼

France

FR0010491720 ( in EUR )

5.625% per year ( payment 1 time a year)

04/07/2022 - Bond has expired

Prospectus brochure of the bond Autoroutes du Sud de la France S.A FR0010491720 in EUR 5.625%, expired

50 000 EUR

1 575 000 000 EUR

Autoroutes du Sud de la France (ASF) is a French motorway company operating a network of toll motorways in southern France.

The Bond issued by ASF SA ( France ) , in EUR, with the ISIN code FR0010491720, pays a coupon of 5.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/07/2022

BASE PROSPECTUS

(incorporated as a société anonyme in France)
Euro 6,000,000,000
Euro Medium Term Note Programme
Due from one year from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the Programme), Autoroutes du Sud de la France (the
Issuer or Autoroutes du Sud de la France or ASF), subject to compliance with all relevant laws, regulations and directives, may from time to
time issue Euro Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro
6,000,000,000 (or the equivalent in other currencies).
The Prospectus as defined in Article 5.4 of Directive 2003/71/EC (the Prospectus Directive ) consists of this base prospectus (the Base
Prospectus) containing all relevant information concerning the Issuer and its consolidated subsidiaries taken as a whole (the Group) and the
base terms and conditions of the Notes to be issued under the Programme, together with supplements to this Base Prospectus from time to time
(each, a Supplement and together the Supplements). In relation to each Tranche of Notes, the Prospectus must be read in conjunction with the
applicable Final Terms (as defined below).
Application has been made to the Commission de surveillance du secteur financier (CSSF) in Luxembourg for approval of this Base Prospectus
in its capacity as competent authority under the "loi relative aux prospectus pour valeurs mobilières" dated 10 July 2005 which implements the
Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading.
Application may be made (i) to the Luxembourg Stock Exchange during the period of 12 months from the date of this Base Prospectus for
Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the
Official List of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other Member State of the European Economic
Area (EEA) for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such Member State.
The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (a Regulated
Market). However, Notes may be issued pursuant to the Programme which are not admitted to trading on any Regulated Market. The relevant
final terms (the Final Terms) (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes
will be admitted to trading, and, if so, the relevant Regulated Market.
Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised form (Materialised Notes) as more fully
described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code monétaire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the
books of Euroclear France (Euroclear France ) (acting as central depositary) which shall credit the accounts of Account Holders (as defined in
"Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. (Euroclear) and
the depositary bank for Clearstream Banking, société anonyme (Clearstream, Luxembourg) or in registered dematerialised form (au
nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (au
nominatif pur), in which case they will be inscribed either with the Issuer or with the registration agent (designated in the relevant Final Terms)
for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account
Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer
form without interest coupons attached (a Temporary Global Certificate) will initially be issued in connection with Materialised Notes. Such
Temporary Global Certificate will be exchanged for Definitive Materialised Notes in bearer form with, where applicable, coupons for interest
attached, on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in
"Temporary Global Certificates issued in respect of Materialised Bearer Notes") upon certification as to non U.S. beneficial ownership as more
fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined in "General Description of the Programme") intended to be cleared
through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or
Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant
Dealer (as defined below).

Notes issued under the Programme may be rated or unrated. Notes, whether Unsubordinated or Subordinated (all as defined in "General
Description of the Programme"), will have such rating, if any, as is assigned to them by the relevant rating organisation as specified in the
relevant Final Terms. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme. A
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency.

The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on then prevailing market conditions
and will be set out in the relevant Final Terms.
Arranger
NATIXIS
Dealers
BARCLAYS CAPITAL
HSBC
BAYERNLB
JPMORGAN
BNP PARIBAS
NATIXIS
CALYON Crédit Agricole CIB
SOCIETE GENERALE CORPORATE & INVESTMENT
DRESDNER KLEINWORT
BANKING
FORTIS BANK
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
The date of this Base Prospectus is 5 April 2007

This Base Prospectus is to be read in conjunction with any document and/or information which is
incorporated herein by reference in accordance with Article 11 of the Prospectus Directive.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger (each as defined in "General Description of the Programme"). Neither the delivery
of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or
the date upon which this Base Prospectus has been most recently supplemented or that there has been no
adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
Certain information contained in this Prospectus and/or documents incorporated herein by reference has
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have
not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities
Act) or with any securities regulatory authority of any state or other jurisdiction of the United States and
may include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject to
certain exceptions, Notes may not be offered, sold or, in the case of Materialised Notes in bearer form,
delivered within the United States or to or for the account or benefit of U.S. persons (as defined in
Regulation S under the Securities Act (Regulation S) or, in the case of Materialised Notes in bearer form, the
U.S. Internal Revenue Code of 1986, as amended (the U.S Internal Revenue Code and the regulations
thereunder). For a description of certain restrictions on offers and sales of Notes and on distribution of this
Base Prospectus, see "Subscription and Sale".
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by this Base
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), the
Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s)) (or persons
acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided
that, in the case of any Tranche to be admitted to trading on a Regulated Market, the aggregate principal

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amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant
Tranche) or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or
persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the final terms of the offer of
the relevant Tranche is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of
the relevant Tranche.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to " ",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the European
Economic and Monetary Union which was introduced on 1 January 1999, references to "$", "USD" and
"U.S. Dollars" are to the lawful currency of the United States of America, references to "¥", "JPY",
"Japanese yen" and "Yen" are to the lawful currency of Japan and references to "Swiss francs" or "CHF"
are to the lawful currency of Switzerland.
In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in
such table are due to rounding.

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TABLE OF CONTENTS
Clauses
Pages
RISK FACTORS RELATING TO THE NOTES ............................................................................................................... 5
RISK FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS ...........................................................10
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................................17
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS ................19
SUPPLEMENT TO THE BASE PROSPECTUS .............................................................................................................20
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................................21
TERMS AND CONDITIONS OF THE NOTES ...............................................................................................................25
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER
NOTES .........................................................................................................................................................................................52
USE OF PROCEEDS ...............................................................................................................................................................53
DESCRIPTION OF THE ISS UER .......................................................................................................................................54
I
INFORMATION CONCERNING THE ISSUER ...................................................................................................54
II ORGANISATIONAL STRUCTURE..........................................................................................................................76
III
STATUTORY AUDITORS ........................................................................................................................................78
RECENT DEVELOPMENTS ...............................................................................................................................................80
DOCUMENTS ON DISPLAY ...............................................................................................................................................82
SUBSCRIPTION AND SALE................................................................................................................................................83
FORM OF FINAL TERMS ....................................................................................................................................................87
TAXATION...............................................................................................................................................................................101
GENERAL INFORMATION...............................................................................................................................................104

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RISK FACTORS RELATING TO THE NOTES
The following paragraphs describe some risk factors that are material to the Notes to be admitted to trading in
order to assess the market risk associated with these Notes. They do not describe all the risks of an investment in the
Notes. Prospective investors should consult their own financial and legal advisers about risks associated with
investment in a particular Series of Notes and the suitability of investing in the Notes in light of their particular
circumstances. These risk factors may be completed in the Final Terms of the relevant Notes for a particular issue
of Notes.
1.
General Risks Relating to the Notes
1.1
Independent Review and Advice
Each prospective investor of Notes must determine, based on its own independent review and such professional
advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its
financial needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines
and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and
substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in connection
with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.
1.2
Potential Conflicts of Interest
Each of the Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in any kind of
commercial or investment banking or other business with any issuer of the securities taken up in an index, their
respective affiliates or any guarantor or any other person or entities having obligations relating to any issuer of the
securities taken up in an index or their respective affiliates or any guarantor in the same manner as if any index-
linked Notes issued under the Programme did not exist, regardless of whether any such action might have an
adverse effect on an issuer of the securities taken up in the index, any of their respective affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives which may
affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the interests of
the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and the
Noteholders, including with respect to certain discretionary determinations and judgements that such calculation
agent may make pursuant to the Terms and Conditions that may influence the amount receivable upon redemption
of the Notes.
1.3
Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of the
jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that
prospective investor with any law, regulation or regulatory policy applicable to it.
1.4
Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including
Noteholders who did not attend and vote at the relevant General Meeting and Noteholders who voted in a manner
contrary to the majority.
1.5
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for the Notes. Potential investors are advised not to rely upon the tax summary
contained in this Base Prospectus and/or in the Final Terms but to ask for their own tax adviser's advice on their

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individual taxation with respect to the acquisition, sale and redemption of the Notes. Only these advisors are in a
position to duly consider the specific situation of the potential investor. This risk factor has to be read in connection
with the taxation sections of this Base Prospectus and the additional tax sections, if any, contained in the relevant
Final Terms.
1.6
EU Savings Directive
Under Council Directive 2003/48/EC on taxation of savings income, Member States are required to provide to the
tax authorities of another Member State details of payments of interest (or similar income) paid by a person within
its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium,
Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a
withholding system in relation to such payments (the ending of such transitional period being dependent upon the
conclusion of certain other agreements relating to information exchange with certain other countries). A number of
non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding
system in the case of Switzerland) with effect from the same date. This Directive has been implemented in French
law under Article 242 ter of the French Code général des impôts.
1.7
Change of Law
The Terms and Conditions of the Notes are based on French law in effect as at the date of this Base Prospectus. No
assurance can be given as to the impact of any possible judicial decision or change in French law or the official
application or interpretation of French law after the date of this Base Prospectus.
1.8
No active Secondary/Trading Market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for which there
may be no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated
with and form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their
initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates,
the market for similar securities, general economic conditions and the financial condition of the Issuer. Although in
relation to Notes to be admitted to trading on the Luxembourg Stock Exchange and/or any other Regulated Market
in the European Economic Area, the Final Terms of the Notes will be filed with the Commission de surveillance du
secteur financier in Luxembourg and/or with the competent authority of the Regulated Market of the European
Economic Area where the Notes will be admitted to trading, which, in the case of Notes to be admitted to trading
on the Luxembourg Stock Exchange shall be the Luxembourg Stock Exchange, there is no assurance that such
filings will be accepted, that any particular Tranche of Notes will be so admitted or that an active trading market
will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for any
particular Tranche of Notes.
1.9
Currency Risk
Prospective investors of the Notes should be aware that an investment in the Notes may involve exchange rate
risks. The reference assets or the Notes may be denominated in a currency other than the currency of the
purchaser's home jurisdiction; and/or the reference assets or the Notes may be denominated in a currency other
than the currency in which a purchaser wishes to receive funds. Exchange rates between currencies are determined
by factors of supply and demand in the international currency markets which are influenced by macro economic
factors, speculation and central bank and government intervention (including the imposition of currency controls
and restrictions). Fluctuations in exchange rates may affect the value of the Notes or the reference assets.
1.10
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect
the potential impact of all risks related to structure, market, additional factors discussed above, and other factors
that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and
may be revised or withdrawn by the rating agency at any time.
1. 11
Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional
factors, including the value of the reference assets or an index, including, but not limited to, the volatility of the

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reference assets or an index, or the dividend on the securities taken up in the index, market interest and yield rates
and the time remaining to the maturity date.
The value of the Notes, the reference assets or the index depends on a number of interrelated factors, including
economic, financial and political events in France or elsewhere, including factors affecting capital markets
generally and the stock exchanges on which the Notes, the reference assets, the securities taken up in the index, or
the index are traded. The price at which a Noteholder will be able to sell the Notes prior to maturity may be at a
discount, which could be substantial, from the issue price or the purchase price paid by such purchaser. The
historical market prices of the reference assets or an index should not be taken as an indication of the reference
assets' or an index's future performance during the term of any Note.
2.
Risks related to the structure of a particular issue of Notes
The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes may carry
varying risks for potential investors depending on the specific features of such Notes such as, inter alia, the
provisions for computation of periodic interest payments, if any, redemption and issue price.
2.1
Notes subject to optional redemption by the Issuer
Unless in the case of any particular Tranche of Notes the relevant Final Terms specifies otherwise, in the event that
the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any withholding or
deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by the country of domicile (or residence for tax
purposes) by the Issuer, or on behalf of France, or any political subdivision thereof or any authority therein or
thereof having power to tax, the Issuer may, and in some circumstances must, redeem all outstanding Notes in
accordance with the Terms and Conditions.
In addition, if in the case of any particular Tranche of Notes the relevant Final Terms specify that the Notes are
redeemable at the Issuer's option in certain other circumstances the Issuer may choose to redeem the Notes at times
when prevailing interest rates may be relatively low. During a period when the Issuer may elect, or has elected, to
redeem Notes, such Notes may feature a market value not substantially above the price at which they can be
redeemed. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable
security at an effective interest rate as high as that of the relevant Notes.
2.2
Fixed Rate Notes
Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in market interest
rates may adversely affect the value of the relevant Tranche of Notes.
2.3
Floating Rate Notes
Investment in Notes which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin to be added
or subtracted, as the case may be, from such base rate. Typically, the relevant margin will not change throughout
the life of the Notes but there will be a periodic adjustment (as specified in the relevant Final Terms) of the
reference rate (e.g., every three months or six months) which itself will change in accordance with general market
conditions. Accordingly, the market value of floating rate Notes may be volatile if changes, particularly short term
changes, to market interest rates evidenced by the relevant reference rate can only be reflected in the interest rate of
these Notes upon the next periodic adjustment of the relevant reference rate.
2.4
Inverse Floating Rate Notes
Inverse floating rate Notes have an interest rate equal to a fixed base rate minus a rate based upon a reference rate.
The market value of such Notes typically is more volatile than the market value of floating rate Notes based on the
same reference rate (and with otherwise comparable terms). Inverse floating rate Notes are more volatile because
an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in
prevailing interest rates, which further adversely affects the market value of these Notes.
2.5
Fixed to Floating Rate Notes
Fixed to floating rate Notes initially bear interest at a fixed rate; conversion from a fixed rate to a floating rate then
takes place either automatically or at the option of the Issuer if certain predetermined conditions are met. The
conversion (whether it be automatic or optional) of the interest rate will affect the secondary market and the market

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value of the Notes since the conversion may lead to a lower overall cost of borrowing. If a fixed rate is converted to
a floating rate, the spread on the fixed to floating rate Notes may be less favourable than then prevailing spreads on
comparable floating rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be
lower than the rates on other Notes.
2.6
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount tend to
fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing
securities. Generally, the longer the rema ining term of the securities, the greater the price volatility as compared to
conventional interest-bearing securities with comparable maturities.
2.7
Index-Linked Notes
Index-linked Notes are debt securities which do not provide for predetermined redemption amounts and/or interest
payments but amounts due in respect of principal and/or interest will be dependent upon the performance of an
index, which itself may contain substantial credit, interest rate or other risks. The amount of principal and/or
interest, if any, payable by the Issuer might be substantially less than the issue price or, as the case may be, the
purchase price invested by the Noteholder and may even be zero in which case the Noteholder may lose his entire
investment.
Index-linked Notes are not in any way sponsored, endorsed, sold or promoted by the index sponsor or the
respective licensor of the index and such index sponsor or licensor makes no warranty or representation
whatsoever, express or implied, either as to the results to be obtained from the use of the index and/or the figure at
which the index stands at any particular time. Each index is determined, composed and calculated by its respective
index sponsor or licensor, without regard to the Issuer or the Notes. None of the index sponsors or licensors is
responsible for or has participated in the determination of the timing of, prices at, or quantities of the Notes to be
issued or in determination or calculation of the equation by which the Notes settle into cash. None of the index
sponsors or licensors has any obligation or liability in connection with the administration, marketing or trading of
the Notes. The index sponsor or licensor of an index has no responsibility for any calculation agency adjustment
made for the index.
None of the Issuer, the Dealer(s) or any of their respective affiliates makes any representation as to an index. Any
of such persons may have acquired, or during the term of the Notes may acquire, non-public information with
respect to an index that is or may be material in the context of index-linked Notes. The issue of index-linked Notes
will not create any obligation on the part of any such persons to disclose to the Noteholders or any other party such
information (whether or not confidential).
2.8
Inflation-Linked Notes
The decision to purchase inflation-linked Notes involves complex financial appreciations and risks as the inflation
cannot be foreseen with certainty. The yield of Inflation-Linked Notes may be lower than the yield of non
Inflation-Linked Notes. The Issuer makes no representation as to the tax treatment of such Notes or as to the
lawfulness of the purchase of such Notes in any jurisdiction.
2.9
Partly-paid Notes
The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any
subsequent instalment could result in an investor losing all of his investment.
2.10
Variable rate Notes with a multiplier or other leverage factor
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other
leverage factors, or caps or floors, or any combination of those features, their market values may be even more
volatile than those for securities that do not include those features.
2.11
Structured Notes
An investment in Notes, the premium and/or the interest on or principal of which is determined by reference to one
or more values of currencies, commodities, interest rates or other indices or formulae, either directly or inversely,
may entail significant risks not associated with similar investments in a conventional debt security, including the
risks that the resulting interest rate will be less than that payable on a conventional debt security at the same time

- 8 -

and/or that an investor may lose the value of its entire investment or part of it, as the case may be. Neither the current
nor the historical value of the relevant currencies, commodities, interest rates or other indices or formulae should
be taken as an indication of future performance of such currencies, commo dities, interest rates or other indices or
formulae during the term of any Note.
2.12
Subordinated Notes
In the event of any insolvency or liquidation of the Issuer, holders of Subordinated Notes would receive payments
on any outstanding Subordinated Notes only after senior Noteholders and other senior creditors have been repaid in
full, if and to the extent that there is still cash available for those payments. Thus, holders of Subordinated Notes
generally face a higher performance risk than holders of senior Notes.

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RISK FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS
·
Operating risks

Concentration of revenue sources

97.8 per cent of the sales turnover of the Autoroutes du Sud de la France (ASF) group (the "ASF Group" or the "
"Group"") consists of toll revenues received under its three present concession agreements. These concession
agreements are the ASF network concession agreement expiring in 2032 (the "ASF Concession Agreement"), the
Escota network concession agreement expiring in 2026 (the "Escota Concession Agreement") and, to a lesser
extent, the Puymorens tunnel concession agreement signed by ASF and expiring in 2037 (the "Puymorens
Concession Agreement"). Since it entered the VINCI Group in 2006, it has ceased to compete for new concession
agreements, development of new concessions being managed by VINCI Concessions, a dedicated entity of the
VINCI Group.

The remainder of turnover is generated by
-
royalties related to sub-concessions (motorway service stations, hotels and restaurants) (1.5 per cent);
-
rental of optical fibre networks to telecommunication operators (0.5 per cent);
-
and by operation, maintenance and advisory activities linked to motorways infrastructures exercised by

ASF and its subsidiaries through service contracts (0.2 per cent).

Activity outside France is insignificant.

The ASF Group is almost entirely dependent on the revenues generated by its two main concession agreements, the
ASF Concession Agreement and the Escota Concession Agreement. This risk is, however, mitigated by the size of
the Group network and the number of routes covered, which provides major trunk routes comprising essential
international transit roads within France.

Conversely, the Issuer considers that the risks related to the diversification of its busines s are very limited

Change in traffic and toll receipts

Toll receipts, which represent the bulk of ASF Group revenues, depend on the number of paying vehicles, tariffs
and the network's ability to absorb traffic.

A certain number of factors can affect traffic volumes, including the quality, convenience and travel time of toll-
free roads or toll motorways that are not part of the ASF Group networks, the economic climate and fuel prices in
France, environmental legislation (including measures to restrict mo tor vehicle use in order to reduce air pollution),
the existence of alternative modes of transport (in particular rail and air travel) and the extent to which customers
are prepared to pay toll prices.

Tariffs and tariff increases are determined by the concession agreements. The ASF Group can give no assurance
that the tariffs the Group is authorised to charge will be sufficient to guarantee an adequate level of profitability.

Changes in the inflation rate

Toll rate adjustments are based on annual changes in the French consumer price index (excluding tobacco).
Accordingly, ASF is exposed to the risk of a decline in the rate of inflation. A decrease in the inflation rate would
result in lower toll rate increases, which could adversely affect the evolution of ASF's net operating cash flows.

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