Bond CNP Assure 2% ( FR0013463775 ) in EUR

CNP Assure

100 % ▲

France

FR0013463775 ( in EUR )

2% per year ( payment 1 time a year)

26/07/2050

Prospectus brochure of the bond CNP Assurances FR0013463775 en EUR 2%, maturity 26/07/2050

100 000 EUR

750 000 000 EUR

27/07/2025 ( In 25 days )

CNP Assurances is a leading French insurance company specializing in personal protection and savings products, operating primarily in Europe and Latin America, with a strong focus on partnerships with banks and other financial institutions.

The Bond issued by CNP Assure ( France ) , in EUR, with the ISIN code FR0013463775, pays a coupon of 2% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/07/2050

FINAL TERMS OF THE TIER 2 NOTES
MiFID II product governance / Professional investors and eligible counterparties only target market Solely
for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority ("ESMA") on 5 February 2018 has led to the conclusion that: (i) the
target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive
2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii)
a customer within the meaning of Directive 2016/97/EU (as amended, the "IDD"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.

1

Final Terms dated 25 November 2019
CNP ASSURANCES
SERIES NO: 2
TRANCHE NO: 1
Issue of 750,000,000 Fixed to Floating Rate Subordinated Green Notes due 27 July 2050
Under the Euro 7,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
Issue Price: 99.086 per cent.
GLOBAL COORDINATORS

Crédit Agricole CIB
Natixis

JOINT BOOKRUNNERS

BofA Securities
Crédit Agricole CIB
HSBC
J.P. Morgan
Natixis
Société Générale Corporate & Investment Banking

2

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base
prospectus dated 21 December 2018 which received visa no. 18-578 on 21 December 2018 from the Autorité des
marchés financiers (the "AMF"), the first supplement to the base prospectus dated 6 June 2019 which received visa no.
19-245 on 6 June 2019 from the AMF, the second supplement to the base prospectus dated 20 June 2019 which received
visa no. 19-282 on 20 June 2019 from the AMF, the third supplement to the base prospectus dated 28 June 2019 which
received visa no. 19-302 on 28 June 2019 from the AMF and the fourth supplement to the base prospectus dated 15
November 2019 which received visa no. 19-524 on 15 November 2019 from the AMF which together constitute a base
prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC (as amended or superseded, the
"Prospectus Directive").
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the
Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the
offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The
Final Terms and the Base Prospectus are available for viewing on the website of the Issuer (http://www.cnp.fr/Analyste-
investisseur), on the website of the AMF (www.amf-france.org) and from the Issuer, on request, at 4, place Raoul
Dautry, 75015 Paris, France, during normal business hours.

(1)

Issuer:
CNP Assurances
(2)

(i)
Series Number:
2

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
(3)

Specified Currency or Currencies:
Euro
(4)

Aggregate Nominal Amount:

(i)
Series:
750,000,000

(ii) Tranche:
750,000,000
(5)

Issue Price:
99.086 per cent. of the Aggregate Nominal
Amount
(6)

Specified Denominations:
100,000
(7)

(i)
Issue Date:
27 November 2019

(ii) Interest Commencement Date:
Issue Date
(8)

Scheduled Maturity Date:
27 July 2050
(9)

(i) Interest Basis:
Fixed/Floating Rate Notes
(further particulars specified below)

(ii) Deferral of Interest:

- Optional Interest Payment Date:
Applicable

3

- Look-Back Period:
As set out in the Conditions.

(10)

Redemption Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Scheduled Maturity Date at 100 per
cent. of their nominal amount.
(11)

Change of Interest Basis:
Not Applicable

(12)

Call Options:
Optional Redemption from the First Call Date
Optional Redemption for Regulatory Reasons
Optional Redemption for Rating Reasons
Clean-up Call Option

(13)

(i) Status of the Notes:
Ordinary Subordinated Notes (Tier 2)

(ii) Dates of the corporate authorisations for issuance of Decision of the Conseil d'Administration of
Notes obtained:
CNP Assurances dated 20 February 2019 and
decision of Antoine Lissowski, Directeur
Général of the Issuer dated 21 November
2019 deciding the issue of the Notes
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
(14)

Fixed Rate Note and Resettable Note Provisions
Applicable
(a) Fixed Rate Note Provisions:
Applicable

(i)
Rate of Interest:
2.00 per cent. per annum payable annually in
arrear on each Interest Payment Date

(ii) Interest Payment Dates:
27 July in each year commencing on 27 July
2020 and ending on the First Call Date. There
will be a short first coupon.

(iii) Fixed Coupon Amount:
2,000 per Specified Denomination

(iv) Broken Amount:
There will be a short first coupon with respect
to the first interest payment period, from and
including the Interest Commencement Date,
to but excluding the first Interest Payment
Date, which amounts to 1,333.3 per
Specified Denomination payable on the
Interest Payment Date falling on 27 July 2020.

(v) Day Count Fraction (Condition 5(a)):
Actual/Actual - ICMA

(vi) Determination Dates (Condition 5(a)):
27 July in each year

4

(b) Resettable Note Provisions:
Not Applicable

(15)

Floating Rate Provisions
Applicable

(i)
Interest Period(s):
The period from and including the First Call
Date to but excluding the first Specified
Interest Payment Date and each successive
period from and including a Specified
Interest Payment Date to but excluding the
next succeeding Specified Interest Payment
Date, up to and excluding the Scheduled
Maturity Date.

(ii) Specified Interest Payment Dates:
27 January, 27 April, 27 July and 27
October in each year from and including 27
October 2030 to and including the
Scheduled Maturity Date, subject to
adjustment in accordance with the Business
Day Convention set out in (iv) below.

(iii) First Interest Payment Date:
27 October 2030

(iv) Business Day Convention:
Modified
Following
Business
Day
Convention, Unadjusted

(v) Interest Period Date:
Specified Interest Payment Dates

(vi) Business Centre(s) (Condition 5(a)):
TARGET 2 and Paris

(vii) Manner in which the Rate(s) of Interest is/are to Screen Rate Determination
be determined:

(viii) Party responsible for calculating the Rate(s) of Not Applicable
Interest and/or Interest Amount(s) (if not the
Calculation Agent):

(ix) Screen
Rate
Determination
(Condition Applicable
5(c)(iii)(C)):

- Reference Rate:
3-month EURIBOR

- CMS Rate combination formula:
Not Applicable

- Relevant Inter-Bank Market:
Not Applicable

- Relevant Screen Page Time:
11.00 a.m. (Brussels time)

- Interest Determination Date(s):
2 TARGET Business Days prior to the first
day of each Interest Period

- Relevant Screen Page:
Reuters page EURIBOR01

- Reference Banks (when the Relevant Screen
Page is not available):
As per the Conditions

- Designated Maturity:
Not Applicable

5

- Reference Rate Replacement:
Applicable

(x) FBF Determination (Condition 5(c)(iii)(A)):
Not Applicable

(xi) ISDA Determination (Condition 5(c)(iii)(B)):
Not Applicable

(xii) Linear Interpolation
Not Applicable

(xiii) Margin(s):
+ 3.00 per cent. per annum

(xiv) Minimum Rate of Interest:
0.00 per cent. per annum

(xv) Maximum Rate of Interest:
Not Applicable

(xvi) Day Count Fraction (Condition 5(a)):
Actual/Actual-ICMA

PROVISIONS RELATING TO REDEMPTION
(16)

Optional Redemption from the First Call Date
Applicable

(i) First Call Date:
27 July 2030

(ii) Early Redemption Amount:
100,000 per Note of 100,000 Specified
Denomination

(iii) Notice Period:
As per the Conditions
(17)

Optional Redemption for Regulatory Reasons
Applicable
(Condition 6(c))

(i)
Early Redemption Amount
100,000 per Note of 100,000 Specified

Denomination

(18)

Optional Redemption for Rating Reasons (Condition
Applicable
6(d))

(i)
Early Redemption Amount
100,000 per Note of 100,000 Specified

Denomination

(19)

Clean-up Call Option (Condition 6(e))
Applicable

(i) Early Redemption Amount
100,000 per Note of 100,000 Specified
Denomination

(ii) Notice period:
As per the Conditions
(20)

Final Redemption Amount
100,000 per Note of 100,000 Specified
Denomination
(21)

Early Redemption Amount

Early Redemption Amount(s) of each Note payable on 100,000 per Note of 100,000 Specified
redemption for taxation reasons (Condition 6(f)):
Denomination

6

GENERAL PROVISIONS APPLICABLE TO THE NOTES
(22)

Form of Notes:
Dematerialised Notes

(i)
Form of Dematerialised Notes:
Bearer dematerialised form (au porteur)

(ii) Registration Agent:
Not Applicable

(iii) Temporary Global Certificate:
Not Applicable
(23)

Financial Centre(s) (Condition 7(h)):
Paris
(24)

Talons for future Coupons to be attached to Definitive Not Applicable
Notes (and dates on which such Talons mature):
(25)

Redenomination, provisions:
Not Applicable
(26)

Consolidation provisions:
Not Applicable
(27)

Masse (Condition 11):
Name and address of the Representative:
MASSQUOTE S.A.S.U.
RCS 529 065 880 Nanterre
7 bis, rue de Neuilly
F-92110 Clichy
France
Mailing address:
33, rue Anna Jacquin
92100 Boulogne Billancourt
France
Represented by its Chairman
Name
and
address
of
the
alternate
Representative:
Gilbert Labachotte
8 Boulevard Jourdan
75014 Paris
The Representative will receive a
remuneration of EUR450 (VAT excluded) per
year, payable on the 27 July of each year with
the first payment at the Issue Date and the last
payment on 27 July 2049, unless the Notes
have been redeemed before such time, with
respect to its functions.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of CNP Assurances:
Duly authorised by:

7

PART B OTHER INFORMATION
ADMISSION TO TRADING
(i)
Admission to trading:
Application has been made by the Issuer (or on its behalf) for the Notes
to be admitted to trading on Euronext Paris with effect from
27 November 2019.

(ii)
Estimate of total expenses
13,200
related to admission to
trading:
RATINGS
Ratings:
The Notes to be issued have been rated:
S&P Global Ratings Europe Limited ("S&P"): BBB+
Moody's Investors Service Ltd ("Moody's"): A3

S&P and Moody's are established in the European Union and registered
under Regulation (EC) No 1060/2009 (as amended) (the "CRA
Regulation"). As such, S&P and Moody's are included in the list of credit
rating agencies published by the European Securities and Markets
Authority on its website (https://www.esma.europa.eu/supervision/credit-
rating-agencies/risk) in accordance with CRA Regulation.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale" and save for any fees payable to the Joint Bookrunners so far as the Issuer
is aware, no person involved in the offer of the Notes has an interest material to the offer.
REASONS FOR THE OFFER

Reasons for the offer:
The Notes constitute Green Notes and an amount equal to the net

proceeds will be used to finance and/or refinance in whole or in part
one or more of the projects included in the Eligible Green Assets
pursuant to the Framework which is available on the website of the
Issuer (https://www.cnp.fr/le-groupe-cnp-assurances/investisseurs).
Fixed Rate Notes and Resettable Notes only  YIELD
Indication of yield:
2.097 per cent. per annum until the First Call Date

As set out above, the yield is calculated at the Issue Date on the basis of
the Issue Price until the First Call Date. It is not an indication of future
yield. Since the Rate of Interest will be a Floating Rate as from the First
Call Date, an indication of yield up to the Scheduled Maturity Date
cannot be given.

8

Floating Rate Notes only  INFORMATION ON FLOATING RATE NOTES
Historic interest rates:
Details of historic EURIBOR rates can be obtained from Reuters page
EURIBOR01.

Benchmarks:
Amounts payable under the Notes will be calculated by reference to
EURIBOR which is provided by ICE. As at the date hereof, ICE appears
on the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority pursuant to
Article 36 of the Benchmarks Regulation.
OPERATIONAL INFORMATION
ISIN:
FR0013463775
Common Code:
208464302
CFI
Not Applicable
FISN
Not Applicable
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear Bank SA/NV
and Clearstream Banking No
S.A.:
Any clearing system(s) other than Not Applicable
Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):
Delivery:
Delivery against payment
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
DISTRIBUTION
(i)
Method of distribution:
Syndicated

(ii) If syndicated:
(A) Names of Joint
Crédit Agricole Corporate and Investment Bank
Bookrunners:
HSBC Bank plc

9

J.P. Morgan Securities plc
Merrill Lynch International
Natixis
Société Générale
(B) Stabilising Manager(s) if
Not Applicable
any:
(iii) If non-syndicated, name and
Not Applicable
address of Dealer:
(iv) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes
(Categories of potential
TEFRA not applicable
investors to which the Notes
are offered):

10