Bond SNCF RESEAUX 3.421% ( XS0561879445 ) in EUR

Issuer SNCF RESEAUX
Market price 100 %  ▼ 
Country  France
ISIN code  XS0561879445 ( in EUR )
Interest rate 3.421% per year ( payment 1 time a year)
Maturity 25/11/2024 - Bond has expired



Prospectus brochure of the bond SNCF Réseau XS0561879445 in EUR 3.421%, expired


Minimal amount /
Total amount /
Detailed description SNCF Réseau is the entity within the SNCF Group that manages, maintains, and develops the French national railway infrastructure and traffic control.

The Bond issued by SNCF RESEAUX ( France ) , in EUR, with the ISIN code XS0561879445, pays a coupon of 3.421% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/11/2024








BASE PROSPECTUS

Réseau Ferré de France
(established as an "établissement public industriel et commercial"
under the laws of the Republic of France)
Euro 30,000,000,000
Euro Medium Term Note Programme

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base
prospectus. Application has also been made to the Luxembourg Stock Exchange for notes (the Notes) issued under the
programme (the Programme) described in this Base Prospectus 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 during the period of 12
months from the date of publication of this Base Prospectus. The Programme also permits Notes to be issued on the basis that
they may be listed or admitted to trading, as the case may be, on such other or further stock exchanges as may be agreed
between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Notes and/or Notes not admitted to trading
on any market.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these, see "Risk Factors"
on pages 21 to 27.
This Base Prospectus replaces and supersedes in its entirety the Base Prospectus dated 11 June 2009, and the Supplements
thereto dated 15 October 2009, 25 February 2010 and 19 April 2010, relating to the Programme.
The Programme has been rated Aaa by Moody`s Investors Service, AAA by Standard & Poor`s Ratings Services and AAA by
Fitch Ratings. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation.
Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to 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.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be aware that,
in the context of an offer to the public, the Issuer may be responsible to the Investor for the Base Prospectus, but only if the
Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the
Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror
whether anyone is responsible for the Base Prospectus in the context of the offer to the public, and, if so, who that person is.
If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it
should take legal advice.
Arranger for the Programme
Credit Suisse
Dealers

Barclays Capital
BNP PARIBAS
Commerzbank
Crédit Agricole CIB
Credit Suisse
Goldman Sachs International
HSBC
J.P. Morgan
Natixis
RBC Capital Markets
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UBS Investment Bank
The date of this Base Prospectus is 10 June 2010.







This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
Prospectus Directive).
This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference herein and, in relation to any Series (as defined herein) of Notes, should be read and
construed together with the relevant Final Terms (as defined herein).
The Issuer (as defined below) (the Responsible Person) accepts responsibility for the information contained in
this Base Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to
ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on
the basis that such documents are so incorporated and form part of this Base Prospectus.
References in this Base Prospectus to Notes which are intended to be listed (and all related references) shall mean
that such Notes are intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market or
on such other or further stock exchanges as may be agreed between the Issuer and the relevant Dealer(s), and to be
listed on such stock exchange(s). The Luxembourg Stock Exchange's regulated market is a regulated market for
the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) (a MiFID Regulated
Market).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined
under "Terms and Conditions of the Notes") of Notes will be set out in the applicable final terms (the Final
Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange will be filed with the
Commission de Surveillance du Secteur Financier (the CSSF).
Copies of Final Terms will be available free of charge from the head office of the Issuer and the specified office of
the Paying Agents (as defined below), in each case at the address given at the end of this Base Prospectus.
Réseau Ferré de France (RFF or the Issuer) has confirmed to the dealers (the Permanent Dealers) named under
"Subscription and Sale" below that this Base Prospectus contains all information regarding the Issuer and the
Notes which is, in the context of the issue of the Notes, material; such information is true and accurate in all
material respects and is not misleading in any material respect; any opinions and intentions expressed in this Base
Prospectus on the part of the Issuer are honestly held or made; this Base Prospectus does not omit to state any
material fact necessary to make such information, opinions or intentions in such context expressed therein not
misleading in any material respect and that all reasonable enquiries have been made to verify the foregoing. The
Issuer accordingly accepts responsibility for the information contained in this document.
No person has been authorised by the Issuer to give any information or to make any representation not contained
in this Base Prospectus and, if given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer (as defined under "Summary of the Programme").
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither
the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility
as to the accuracy or completeness of the information contained in this Base Prospectus or for any other statement,
made or purported to be made by any of the Dealers or their respective affiliates in connection with the Issuer or
the issue and offering of the Notes. Neither the delivery of this Base Prospectus or any Final Terms nor the

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offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in this Base Prospectus is true subsequent to the date hereof or, as the case may be, the date upon which
this Base Prospectus has been most recently supplemented or that there has been no adverse change in the
financial situation of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has
been most recently supplemented or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in
connection with making an offer of Notes are the persons named in the applicable Final Terms as the relevant
Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the
Financial Intermediaries, as the case may be.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the
Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place
between such Offeror and such Investor including as to price, allocations and settlement arrangements. The Issuer
will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or
sale of the Notes and, accordingly, this Base Prospectus and any Final Terms will not contain such information.
The Investor must look to the Offeror at the time of such offer for the provision of such information. The Issuer
has no responsibility to an Investor in respect of such information.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution
of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and
Sale".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR
THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. 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 THE NOTES
MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT
TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF
BEARER NOTES, 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)). THIS BASE PROSPECTUS HAS BEEN PREPARED BY THE ISSUER FOR USE IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES ONLY TO
"QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT (RULE 144A) AND FOR THE LISTING OF NOTES ON THE LUXEMBOURG STOCK EXCHANGE
AND/OR ANY OTHER STOCK EXCHANGE. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED
THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE
AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND

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DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE" BELOW.
IN ADDITION, THERE ARE RESTRICTIONS ON THE TRANSFER OF NOTES RESOLD PURSUANT TO
RULE 144A. SEE "TRANSFER RESTRICTIONS" BELOW.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR
AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any
recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of
this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer.
The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will not
exceed Euro 30,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated
into Euro at the date of the agreement to issue such Notes, calculated in accordance with the provisions of the
Dealership Agreement as defined in "Subscription and Sale" below. The maximum aggregate nominal amount of
Notes which may be outstanding at any one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealership Agreement.
THIS BASE PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT, EXCEPT TO THE EXTENT
SUB-PARAGRAPH (II) BELOW MAY APPLY, ANY OFFER OF NOTES IN ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE
(EACH, A RELEVANT MEMBER STATE) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER
THE PROSPECTUS DIRECTIVE, AS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, FROM
THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF NOTES. ACCORDINGLY ANY
PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF
NOTES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS BASE PROSPECTUS
AS COMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE NOTES MAY ONLY DO
SO (I) IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUER OR ANY DEALER
TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE OR
SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE, IN
EACH CASE, IN RELATION TO SUCH OFFER, OR (II) IF A PROSPECTUS FOR SUCH OFFER HAS BEEN
APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE OR, WHERE
APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE
COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE AND (IN EITHER CASE)
PUBLISHED, ALL IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE, PROVIDED THAT ANY
SUCH PROSPECTUS HAS SUBSEQUENTLY BEEN COMPLETED BY FINAL TERMS WHICH SPECIFY
THAT OFFERS MAY BE MADE OTHER THAN PURSUANT TO ARTICLE 3(2) OF THE PROSPECTUS
DIRECTIVE IN THAT RELEVANT MEMBER STATE AND SUCH OFFER IS MADE IN THE PERIOD

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BEGINNING AND ENDING ON THE DATES SPECIFIED FOR SUCH PURPOSE IN SUCH PROSPECTUS
OR FINAL TERMS, AS APPLICABLE. EXCEPT TO THE EXTENT SUB-PARAGRAPH (II) ABOVE MAY
APPLY, NEITHER THE ISSUER NOR ANY DEALER HAVE AUTHORISED, NOR DO THEY
AUTHORISE, THE MAKING OF ANY OFFER OF NOTES IN CIRCUMSTANCES IN WHICH AN
OBLIGATION ARISES FOR THE ISSUER OR ANY DEALER TO PUBLISH OR SUPPLEMENT A
PROSPECTUS FOR SUCH OFFER.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF
ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES OF THE
SERIES (AS DEFINED BELOW) OF WHICH SUCH TRANCHE FORMS PART 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 TERMS OF
THE OFFER OF THE RELEVANT TRANCHE OF NOTES 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 OF NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR
PERSON(S) ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.

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Table of Contents

TABLE OF CONTENTS

Page
General Description of the Programme ................................................................................................................... 7
Documents Incorporated by Reference ................................................................................................................... 8
Summary of the Programme .................................................................................................................................. 11
Risk Factors ........................................................................................................................................................... 21
Terms and Conditions of the Notes ....................................................................................................................... 28
Provisions Relating to the Notes whilst in Global Form ....................................................................................... 61
Form of Final Terms (less than EUR 50,000 (or its equivalent in another currency)) .......................................... 66
Form of Final Terms (at least EUR 50,000 (or its equivalent in another currency)) ............................................. 86
Use of Proceeds ................................................................................................................................................... 104
Description of Réseau Ferré de France ................................................................................................................ 105
Key Figures (from consolidated financial statements) ....................................................................................... 121
Transfer Restrictions for Restricted Registered Notes in the territory of the United States of America ............. 123
Subscription and Sale .......................................................................................................................................... 125
Taxation ............................................................................................................................................................... 129
General Information ............................................................................................................................................ 133


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General Description of the Programme

General Description of the Programme
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as set
out herein. A summary of the Terms and Conditions of the Programme and the Notes appears below. The
applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer prior to the issue of the
Notes and will be set out in the Terms and Conditions of the Notes, as modified by the applicable Final Terms
attached to, or endorsed on, such Notes, as more fully described under "Form of the Notes" below.
This Base Prospectus and any supplement will only be valid for the admission to trading of Notes on the regulated
market of the Luxembourg Stock Exchange, if applicable, in an aggregate nominal amount which, when added to
the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the
Programme, does not exceed Euro 30,000,000,000 or its equivalent in other currencies. For the purpose of
calculating the euro equivalent of the aggregate nominal amount of Notes issued under the Programme from time
to time:
(a)
the euro equivalent of Notes denominated in another Specified Currency (as specified in the "Form of
Final Terms" on pages 68 and 88) shall be determined, at the discretion of the Issuer, either as of the date
on which agreement is reached for the issue of Notes or on the preceding day on which commercial banks
and foreign exchange markets are open for business in London, in each case on the basis of the spot rate
for the sale of the euro against the purchase of such Specified Currency in the London foreign exchange
market quoted by any leading international bank selected by the Issuer on the relevant day of calculation;
(b)
the euro equivalent of Index Linked Notes, Dual Currency Notes and Partly Paid Notes (each as specified
in the applicable Final Terms under "Form of Final Terms" on pages 73, 74, 77 and pages 93, 94, 97) shall
be calculated in the manner specified above by reference to the original nominal amount on issue of such
Notes (in the case of Partly Paid Notes regardless of the subscription price paid); and
(c)
the euro equivalent of Zero Coupon Notes (as specified in the applicable Final Terms under "Form of
Final Terms" on pages 73 and 93) and other Notes issued at a discount or a premium shall be calculated in
the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue.

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Documents Incorporated by Reference

Documents Incorporated by Reference
The following documents, which has previously been published and filed with the CSSF, shall be incorporated in,
and form part of, this Base Prospectus:

a free English language translation of the 2008 financial report (including, inter alia, the Issuer's audited
annual non-consolidated and consolidated financial statements, comprising the balance sheets, income
statements and cash flow statements) including the statutory auditors' reports and the notes relating to
such financial statements for the financial year ended 31 December 2008 (2008 Financial Report),

a free English language translation of the 2009 financial report (including, inter alia, the Issuer's audited
annual non-consolidated and consolidated financial statements, comprising the balance sheets, income
statements and cash flow statements) including the statutory auditors' reports and the notes relating to
such financial statements for the financial year ended 31 December 2009 (2009 Financial Report),
save that any statement contained in this Base Prospectus or in any of the documents incorporated by reference in,
and forming part of, this Base Prospectus shall be deemed to be modified or superseded for the purpose of this
Base Prospectus to the extent that a statement contained in any document subsequently incorporated by reference
by way of a supplement prepared in accordance with Article 16 of the Prospectus Directive modifies or supersedes
such statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall
not, except as so modified or superseded, constitute a part of this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus (as permitted by Article 11 of the
Prospectus Directive) can be obtained from the registered office of the Issuer and from the specified office of each
Paying Agent for the time being in Luxembourg and Paris. Documents incorporated by reference and this Base
Prospectus, as well as any Final Terms relating to Notes which are admitted to trading on the regulated market of
the Luxembourg Stock Exchange and listed on such Stock Exchange, will also be published on the Luxembourg
Stock Exchange's website (www.bourse.lu).
The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information
included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement
of this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of
Notes.
The table below sets out the relevant page references for a free English language translation of the Directors'
report, the Issuer's audited annual non-consolidated financial statements for each of the financial years ended 31
December 2008 and 2009, the annual consolidated financial statements for the financial year ended 31 December
2008 and 2009, and a free English Language translation of the statutory auditors' reports thereto.

Information Incorporated by Reference
Reference
A free English language translation of the 2009 Financial Report, page 92
Non-Consolidated Balance Sheets as at 31 December
2008 and 2009
2008 Financial Report, page 84
A free English language translation of the 2009 Financial Report, pages 93-94
Non-Consolidated Income Statement for the years

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Documents Incorporated by Reference

Information Incorporated by Reference
Reference
ended 31 December 2008 and 2009
2008 Financial Report, pages 85-86
A free English language translation of the 2009 Financial Report, pages 95-96
Non-Consolidated Statement of Cash Flows as at 31
December 2008 and 2009
2008 Financial Report, pages 87-88
A free English language translation of the Notes to the 2009 Financial Report, pages 97-122
Non-Consolidated Financial Statements as at 31
December 2008 and 2009
2008 Financial Report, pages 89-114
A free English language translation of the Statutory 2009 Financial Report, page 124
Auditors' Reports on the Non-Consolidated Financial
Statements for the years ended 31 December 2008 and 2008 Financial Report, page 116
2009
A free English language translation of the 2009 Financial Report, page 21
Consolidated Balance Sheet as at 31 December 2008
and 2009
2008 Financial Report, page 20
A free English language translation of the 2009 Financial Report, page 22
Consolidated Income Statement for the years ended 31
December 2008 and 2009
2008 Financial Report, page 21
A free English language translation of the 2009 Financial Report, page 23
Consolidated Statement of Cash Flows as at 31
December 2008 and 2009
2008 Financial Report, page 22
A free English language translation of the 2009 Financial Report, page 24
Consolidated Statement of changes in equity as at 31
December 2008 and 2009
2008 Financial Report, page 23
A free English language translation of the Notes to the 2009 Financial Report, pages 25-73
Consolidated Financial Statements as at 31 December
2008 and 2009
2008 Financial Report, pages 24-67
A free English language translation of the Statutory 2009 Financial Report, page 75
Auditors' Report on the Consolidated Financial
Statements for the years ended 31 December 2008 and 2008 Financial Report, page 69
2009
Any information not listed in the cross reference list above but included in the document incorporated by
reference is given for information purposes only and does not form part of this Prospectus.



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Documents Incorporated by Reference


PROSPECTUS SUPPLEMENT
If at any time the Issuer shall be required to prepare a prospectus supplement pursuant to Article 13 of the
Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the Luxembourg Act), the Issuer will
prepare and make available an appropriate supplement to this Base Prospectus or a further prospectus which, in
respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the
Luxembourg Stock Exchange's regulated market, shall constitute a prospectus supplement as required by Article
13 of the Luxembourg Act.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme there
is a significant new factor, material mistake or inaccuracy relating to information contained in this Base
Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in or removal from this
Base Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of the assets
and liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the
Notes, the Issuer shall prepare a supplement to this Base Prospectus or publish a replacement prospectus for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer such number of copies of
such supplement hereto as such Dealer may reasonably request.

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