Bond Accord SA 7.25% ( FR001400L5X1 ) in EUR

Issuer Accord SA
Market price refresh price now   109.74 %  ▲ 
Country  France
ISIN code  FR001400L5X1 ( in EUR )
Interest rate 7.25% per year ( payment 1 time a year)
Maturity Perpetual



Prospectus brochure of the bond Accor SA FR001400L5X1 en EUR 7.25%, maturity Perpetual


Minimal amount /
Total amount 500 000 000 EUR
Next Coupon 11/04/2026 ( In 208 days )
Detailed description Accor SA is a French multinational hospitality company operating a diverse portfolio of hotel brands, encompassing economy to luxury segments, along with related services such as private residences and loyalty programs.

The financial instrument under review is a perpetual bond, identified by ISIN FR001400L5X1, issued by Accor SA, a prominent global hospitality group headquartered in France, renowned for its extensive portfolio of internationally recognized hotel brands spanning from luxury to economy segments worldwide. This Euro-denominated bond is presently quoted on the market at 110.19% of its nominal value, featuring an attractive fixed annual interest rate (coupon) of 7.25%, with payments distributed once per year; its perpetual nature signifies that it possesses no fixed maturity date, positioning it as a distinctive hybrid security within the capital markets.








Prospectus dated 9 October 2023

Accor
(a société anonyme incorporated in France)

500,000,000 Undated Deeply Subordinated Fixed to Reset Rate NC 5.5 Bonds
(the "Bonds")
Issue Price: 99.842 per cent

The Bonds of Accor (the "Issuer") will bear interest (i) from (and including) 11 October 2023 (the "Issue Date"), to (but excluding) 11
April 2029 (the "First Step-up Date"), at a fixed rate of 7.25 per cent. per annum, payable annually in arrear on 11 April in each year
with the first interest payment date on 11 April 2024 (short first coupon), and (ii) thereafter in respect of each successive five year
period, the first successive five year period commencing on (and including) the First Step-up Date, at a reset rate calculated on the basis
of the mid swap rate for Euro swap transactions with a maturity of five years plus a margin, payable annually in arrear on or about 11
April in each year with the first such interest payment date on 11 April 2030 as further described in "Terms and Conditions of the Bonds
- Interest and deferral of interest ­ General".
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in "Terms and Conditions of the Bonds
- Interest and deferral of interest - Interest Deferral".
The Bonds do not contain events of default nor cross default.
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to redeem the
Bonds (i) in whole, but not in part, on any day in the period commencing on (and including) 11 January 2029 (being the date falling
three months prior to the First Step-up Date) (the "First Optional Redemption Date") and ending on (and including) the First Step-up
Date, and on any Interest Payment Date thereafter, as defined and further described in "Terms and Conditions of the Bonds - Redemption
and Purchase - Optional Redemption" and (ii) at any time (other than (a) during the period from (and including) the First Optional
Redemption Date to (and including) the First Step-Up Date or (b) on any subsequent Interest Payment Date) at the Make-whole
Redemption Amount, all as defined and further described in "Terms and Conditions of the Bonds ­ Redemption and Purchase ­ Make-
whole Redemption by the Issuer".
The Issuer may also redeem the Bonds upon the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deduction Event, an
Accounting Event, an Equity Credit Rating Event, a Substantial Repurchase Event or a Change of Control Call Event, as further
described in "Terms and Conditions of the Bonds ­ Redemption and Purchase".
Payments of principal and interest on the Bonds will be made without withholding or deduction for or on account of taxes of the Republic
of France, unless required by law (See "Terms and Conditions of the Bonds-- Taxation").
The Bonds will, upon issue on the Issue Date, be inscribed (inscription en compte) in the books of Euroclear France which shall credit
the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds--Form, Denomination and Title") including
Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, SA ("Clearstream"). The Bonds will be in
dematerialised bearer form (au porteur) in the denomination of 100,000. The Bonds will at all times be represented in book entry form
(inscription en compte) in the books of the Account Holders in compliance with Article L.211-3 of the French Code monétaire et
financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire
et financier) will be issued in respect of the Bonds.
This Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in its capacity as competent authority pursuant
to the Regulation (EU) 2017/1129 of the European Parliament and of the council of 14 June 2017, as amended (the "Prospectus
Regulation"). The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of
the Bonds that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the
Bonds. This Prospectus will be valid until the date of admission of the Bonds to trading on Euronext Paris. After such date, this
Prospectus will no longer be valid and the obligation to supplement this Prospectus in the event of significant new factors, material
mistakes or material inaccuracies will no longer apply.
-i-




Application has been made for the Bonds to be admitted to trading on the regulated market of Euronext Paris. Euronext Paris is a
regulated market for the purposes of Directive 2014/65/EU, as amended (a "Regulated Market"). Such admission to trading is expected
to occur as of the Issue Date or as soon as practicable thereafter.
The Bonds are expected to be rated BB by S&P Global Ratings Europe Limited ("S&P") and BB by Fitch Ratings Ireland Limited
("Fitch"). The Issuer's long-term senior unsecured debt is rated BBB- (stable outlook) by S&P and BBB- (stable outlook) by Fitch. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the assigning rating agency. Each of S&P and Fitch is established in the European Union and is registered under Regulation
(EC) No 1060/2009 as amended (the "EU CRA Regulation") and is included in the list of registered credit rating agencies published
on the website of the European Securities and Markets Authority (the "ESMA") (www.esma.europa.eu/page/List-registered-and-
certified-CRAs). S&P and Fitch are not established in the United Kingdom and are not registered in accordance with Regulation (EC)
No.1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK CRA
Regulation"). The ratings of the Bonds issued by S&P and Fitch have been endorsed by S&P Global Ratings UK Limited and Fitch
Ratings Limited, respectively, in accordance with UK CRA Regulation and have not been withdrawn. 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.
Structuring Agents, Global Coordinators and Joint Lead Managers

CITIGROUP
HSBC
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING

Joint Lead Managers
BofA SECURITIES
CIC MARKET SOLUTIONS
COMMERZBANK
MIZUHO
MUFG
NATIXIS
SANTANDER
CORPORATE & INVESTMENT BANKING




-ii-




This Prospectus constitutes a prospectus for the purposes of Article 6 of the Prospectus Regulation, and has
been prepared for the purpose of giving information with regard to Accor (the "Issuer"), the Issuer and its
subsidiaries and affiliates taken as a whole (the "Group") and the Bonds which is material to an investor for
making an informed assessment of the assets and liabilities, profits and losses, financial position, and
prospects of the Issuer, the rights attaching to the Bonds, and the reasons for the issuance and its impact on
the Issuer.
This Prospectus may only be used for the purposes for which it has been published and is to be read in
conjunction with all the documents which are incorporated herein by reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. The
distribution of this Prospectus and the offering of the Bonds may be restricted by law in certain jurisdictions.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers
to inform themselves about and to observe any such restrictions. The Bonds have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Subject to certain
exceptions, the Bonds may not be offered, sold or 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")). For a
description of certain restrictions on offers and sales of Bonds and on distribution of this Prospectus, see
"Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by
or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this 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 since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Bonds 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.
This Prospectus has been prepared on the basis that any offer of the Bonds in the United Kingdom (the "UK")
will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation") from a requirement to publish a prospectus for offers of Bonds. This Prospectus is not a
prospectus for the purpose of the UK Prospectus Regulation. Accordingly, no Bonds may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations and the Joint Lead Managers have represented that all offers and sales
by them will be made on the same terms. Persons into whose possession this Prospectus or any Bonds may
come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus
and the offer and sale of Bonds.
To the extent permitted by law, each of the Joint Lead Managers accepts no responsibility whatsoever for the
content of this Prospectus (including the documents which are incorporated herein by reference) or for any
other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information or representations contained or
incorporated by reference in this Prospectus in connection with the Issuer. None of the Joint Lead Managers
makes any representation, express or implied, or accepts any responsibility, with respect to the sincerity,
accuracy or completeness of any of the information in this Prospectus in connection with the Issuer. Neither
this Prospectus nor any other financial statements are intended to provide the basis of any credit or other
-iii-




evaluation and should not be considered as a recommendation by any of the Issuer and the Joint Lead
Managers that any recipient of this Prospectus or any other financial statements should purchase the Bonds.
Each potential purchaser of Bonds should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Bonds should be based upon such investigation as it deems necessary.
Potential investors should, in particular, read carefully the section entitled "Risk Factors" of this Prospectus
before making a decision to invest in the Bonds. None of the Joint Lead Managers has reviewed or undertakes
to review the financial condition or affairs of the Issuer prior to or during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the Bonds of any
information coming to the attention of any of the Joint Lead Managers.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Bonds
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"); or (ii) a customer within the meaning of Directive
2016/97/EU as amended, 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 Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.

UK PRIIPS / PROHIBITION OF SALES TO UK RETAIL INVESTORS ­ The Bonds 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 UK. For these purposes, a retail investor means a person who is one (or both) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined
in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds
or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore
offering or selling the Bonds or otherwise making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation.
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 Bonds, taking into account the five
categories referred to in item 19 of the Guidelines on MiFID II product governance requirements published
by ESMA dated 3 August 2023, has led to the conclusion that: (i) the target market for the Bonds is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Bonds (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 Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR 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 Bonds, taking into account the five
-iv-




categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance
with the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), has led to
the conclusion that: (i) the target market for the Bonds is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("UK MiFIR"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.

In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR" or "euro" or "" are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended.
IMPORTANT CONSIDERATIONS
The Bonds are complex financial instruments that may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact such investment will have on
its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, monetary, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Prospective purchasers should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of Bonds.
The Bonds are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand-alone investments.
They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the
Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Bonds will
perform under changing conditions, the resulting effects on the value of the Bonds and the impact this
investment will have on the potential investor's overall investment portfolio.
-v-




Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Bonds
are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or
court decisions may be available for innovative financial instruments such as the Bonds. Potential investors
are advised not to rely upon the tax overview contained in this Prospectus but to ask for their own tax adviser's
advice on their individual taxation with respect to the acquisition, holding, disposal and redemption of the
Bonds. Only these advisers are in a position to duly consider the specific situation of the potential investor.
This investment consideration has to be read in connection with the taxation section of this Prospectus.
Any decline in the credit ratings of the Issuer or the Bonds may affect the market value of the Bonds
The Bonds are expected to be assigned a rating by S&P and Fitch. The rating granted by each of S&P and
Fitch or any other rating assigned to the Bonds may not reflect the potential impact of all risks related to
structure, market and other factors that may affect the value of the Bonds. 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.
In addition, each of S&P and Fitch or any other rating agency may change its methodologies or their
application for rating securities with features similar to the Bonds in the future. This may include the
relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with
features similar to the Bonds, sometimes called "notching". If the rating agencies were to change their
practices or their application for rating such securities in the future and the ratings of the Bonds were to be
subsequently lowered, this may have a negative impact on the trading price of the Bonds.
Legality of Purchase
Neither the Issuer, nor any of the Joint Lead Managers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Bonds by a prospective investor of the Bonds,
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.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to investment laws and regulations, or to review
and/or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used as collateral
for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any of the Bonds.
Financial institutions should consult their legal advisors or the appropriate regulators to determine the
appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.





-vi-




TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................... 1
GENERAL DESCRIPTION OF THE BONDS .................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 21
TERMS AND CONDITIONS OF THE BONDS ................................................................................ 25
USE OF PROCEEDS ........................................................................................................................... 49
RECENT DEVELOPMENTS .............................................................................................................. 50
SUBSCRIPTION AND SALE ............................................................................................................. 52
GENERAL INFORMATION ............................................................................................................... 55
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS .............. 59

-vii-




RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds.
These factors are contingencies which may or may not occur. In addition, factors which the Issuer believes
may be material for the purpose of assessing the market risks associated with the Bonds are also described
below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Bonds, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Bonds may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding Bonds are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
In each category below the Issuer sets out the most material risks (in descending order of importance),
taking into account the negative impact of such risks and the probability of their occurrence.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used below.
Risks related to the Issuer
The risk factors relating to the Issuer and its activity which are specific to the Issuer and material for taking
an informed investment decision are set out on pages 82-91 of the universal registration document (document
d'enregistrement universel) of the Issuer for the year ended 31 December 2022 incorporated by reference into
this Prospectus, as set out in the section "Documents Incorporated by Reference" of this Prospectus. The
following risk factors are incorporated by reference:
(a)
climate risk;
(b)
malicious harm to the integrity of digital personal data;
(c)
talent attraction and retention risk;
(d)
deterioration of the economic, geopolitical or health environment;
(e)
unavailability of digital operating data; and
(f)
non-compliance with standards, laws and regulations.

Risks related to the Bonds
Risks for the Bondholders as creditors of the Issuer
Credit risk
An investment in the Bonds involves taking credit risk on the Issuer. Since the Bonds are unsecured and
deeply subordinated obligations of the Issuer, benefiting from no direct recourse to any assets or guarantees,
the Bondholders can only rely on the ability of the Issuer to pay any amount due under the Bonds. The market
value of the Bonds will depend on the creditworthiness of the Issuer (as may be impacted by the risks related
to the Issuer as described above). If the creditworthiness of the Issuer deteriorates, it could have potentially
very serious repercussions on the Bondholders because: (i) the Issuer may not be able to fulfil all or part of
its payment obligations under the Bonds, (ii) the market value of the Bonds may decrease and (iii) investors
may lose all or part of their investment, such risk being exacerbated by the subordinated ranking of the
Bondholders (see "The Bonds are the lowest ranking subordinated obligations of the Issuer").





Insolvency Laws and the EU Restructuring Directive applicable to the Issuer
Insolvency laws and the EU Restructuring Directive (as defined below) could have a material adverse effect
on Bondholders' rights and claims under the Bonds.
The Issuer is incorporated in the Republic of France as a société anonyme. In the event that the Issuer becomes
insolvent, insolvency proceedings will be generally governed by the insolvency laws of France to the extent
that, where applicable, the "centre of main interests" (as construed under Regulation (EU) 2015/848, as
amended) of the Issuer is located in France. The Directive (EU) 2019/1023 on preventive restructuring
frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of
procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU)
2017/1132 ("EU Restructuring Directive"), has been transposed into French law by the Ordonnance 2021-
1193 dated 15 September 2021 (the "2021 Ordonnance"). Such 2021 Ordonnance amended French
insolvency laws in particular with regard to the process of adoption of restructuring plans under insolvency
proceedings. According to the 2021 Ordonnance, "affected parties" (including creditors, and therefore the
Bondholders) shall be treated in separate classes which reflect certain class formation criteria for the purpose
of adopting a restructuring plan. Classes shall be formed in such a way that each class comprises claims or
interests with rights that reflect a sufficient commonality of interest based on verifiable criteria. Bondholders
will no longer deliberate on the proposed restructuring plan in a separate assembly, meaning that they will
no longer benefit from a specific veto power on this plan. Instead, as any other affected parties, the
Bondholders will be grouped into one or several classes (with potentially other types of creditors) and their
dissenting vote may be overridden by a cross-class cram down. This limitation could have a material adverse
effect on the ability of the Bondholders to recover their investments in the Bonds.
The decision of each class is taken by a two-third (2/3rd) majority of the voting rights of the participating
members, no quorum being required. If the restructuring plan is not approved by all classes of affected parties,
it can still be ratified by the court at the request of the Issuer or the receiver with the Issuer's consent and be
imposed on dissenting classes through a cross-class cram down, under certain conditions.
For the avoidance of doubt, the provisions relating to the representation of Bondholders described in the
Terms and Conditions of the Bonds in Condition 9 (Representation of the Bondholders) will not be applicable
to the extent they are not in compliance with compulsory insolvency law provisions that apply in these
circumstances.
Should such proceedings be opened, the commencement of insolvency proceedings against the Issuer could
have a material adverse effect on the market value of Bonds. In addition, any decisions taken by a class of
affected parties could materially and adversely impact the Bondholders and, depending on the nature of the
decisions, cause them to lose all or a part of their investment.
Risks related to the market generally
No active secondary/trading market for the Bonds
Application has been made to Euronext Paris for the Bonds to be admitted to trading on Euronext Paris.
However, the Bonds may not have an established trading market when issued and admitted to trading. There
is a risk that an active trading market for the Bonds will not develop, or, if one does develop, that it will not
be maintained. If an active trading market for the Bonds does not develop or is not maintained, the market or
trading price and liquidity of the Bonds may be adversely affected.
The development or continued liquidity of any secondary market for the Bonds will be affected by a number
of factors such as general economic conditions, the financial condition, the creditworthiness of the Issuer
and/or the Group, and the level of the Euro 5 Year Swap Rate, as well as other factors such as the complexity
and volatility of the reference rate, the method of calculating the return to be paid in respect of such Bonds,
-2-




the outstanding amount of the Bonds, any redemption features of the Bonds and the level, direction and
volatility of interest rates generally.
The absence of liquidity may have a significant material adverse effect on the value of the Bonds. In addition,
investors may not be able to sell their Bonds easily or at prices that will provide them with a yield comparable
to similar investments that have a developed secondary market, and in extreme circumstances such investors
could suffer loss of their entire investment.
Market value of the Bonds
The Bonds are expected to be assigned a rating by S&P and Fitch and the Issuer's long-term senior unsecured
debt is rated BBB- (stable outlook) by S&P and BBB- (stable outlook) by Fitch. The market value of the
Bonds depends on a number of interrelated factors, including the creditworthiness of the Issuer, economic,
financial and political events in France or elsewhere, including factors affecting capital markets generally
and the stock exchanges on which the Bonds are traded.
If any rating assigned to the Bonds and/or to the Issuer is revised, lowered, suspended, withdrawn, put on
creditwatch or not maintained by the Issuer, this may adversely affect the market value of the Bonds. Further,
independent credit rating agencies (such as S&P and Fitch) may assign unsolicited ratings to the Bonds. If
non-solicited ratings are assigned, it is possible that such ratings might differ from, or be lower than, the
ratings sought by the Issuer which may also adversely affect the market value of the Bonds.
From (and including) the First Step-up Date, interest on the Bonds for each relevant Reset Period shall be
calculated on the basis of the Euro 5 Year Swap Rate plus the Relevant Margin.
The market value of the Bonds and the Euro 5 Year Swap Rate depend on a number of additional interrelated
factors, including, but not limited to, the level of the Euro 5 Year Swap Rate, its volatility, market interest
and yield rates, economic, financial and political events in France or elsewhere, including factors affecting
capital markets generally and Euronext Paris (on which the Bonds are traded) or the stock exchange on which
the Euro 5 Year Swap Rate is traded. The price at which a Bondholder will be able to sell the Bonds prior to
redemption by the Issuer may be at a discount, which could be substantial, from the issue price or the purchase
price paid by such purchaser, which could have a negative impact on the return of the Bondholder's
investment. The historical market prices of the Euro 5 Year Swap Rate should not be taken as an indication
of the Euro 5 Year Swap Rate's future performance during the life of the Bonds.
Exchange rate risks
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to currency
conversions if an investor's financial activities are denominated principally in a currency or currency unit
(the "Investor's Currency") other than Euro. These include the risk that exchange rates may change
significantly (including changes due to devaluation of Euro or revaluation of the Investor's Currency) and
the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange
controls. An appreciation in the value of the Investor's Currency relative to the Euro could significantly
decrease (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-equivalent
value of the principal payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the
Bonds, all of which could have a significant adverse effect on the return on the investment of the investors.
Risks related to the structure of the Bonds
The Bonds are the lowest ranking subordinated obligations of the Issuer
Pursuant to Condition 2 (Status of the Bonds), the Issuer's obligations under the Bonds are direct,
unconditional, unsecured and deeply subordinated obligations (titres subordonnés de dernier rang) of the
Issuer and rank and will rank pari passu among themselves and pari passu with all other present and future
Parity Securities of the Issuer (including, for the avoidance of doubt, the Euro 500,000,000 undated deeply
-3-