Obligation Engie 5.125% ( FR0000472334 ) en EUR

Engie

100.039 % ▲

France

FR0000472334 ( en EUR )

5.125% par an ( paiement annuel )

19/02/2018 - Obligation échue

Prospectus brochure de l'obligation Engie FR0000472334 en EUR 5.125%, échue

1 000 EUR

750 000 000 EUR

L'Obligation émise par Engie ( France ) , en EUR, avec le code ISIN FR0000472334, paye un coupon de 5.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/02/2018

OFFERING CIRCULAR
Dated 7th December, 2004

GAZ DE FRANCE
Euro 4,000,000,000
Euro Medium Term Note Programme
Due from seven days from the date of original issue
Under the Euro Medium Term Note Programme (the "Programme") described in this document (the "Offering Circular"), Gaz de France (the
"Issuer"), 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 EUR 4,000,000,000 (or the equivalent in other currencies).
This Offering Circular supersedes and replaces the Offering Circular dated 17 October, 2003.
Application will be made in certain circumstances to list the Notes issued under the Programme on Euronext Paris S.A. ("Euronext Paris") and/or the
Luxembourg Stock Exchange. However, unlisted Notes may be issued pursuant to the Programme. This Offering Circular shall, for the purposes of Notes
listed on the Luxembourg Stock Exchange, be in force for a period of one year as of the date set out hereunder. The relevant Pricing Supplement (a form
of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and, if so, the relevant stock
exchange.
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 Euroclear France Account Holders (as defined
in "Terms and Conditions of the Notes - Form, Denomination(s), Title and Redenomination") including the depositary banks for Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") and for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") 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 in an account maintained by the Issuer or by a registration agent (designated in
the relevant Pricing Supplement) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the
accounts of the Euroclear France 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 after 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 US beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Summary 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).
The Issuer draws the attention of prospective investors to its auditors' reports for the year ended 31 December 2003 appearing on pages 130 and 132 and
on pages 161 and 163 of this Offering Circular.
Arranger for the Programme
BNP PARIBAS
Dealers
ABN AMRO
BNP PARIBAS
DEUTSCHE BANK
HSBC CCF
MORGAN STANLEY
NATEXIS BANQUES POPULAIRES

The Issuer confirms that this Offering Circular contains all information with respect to the Issuer, the Issuer and its
Subsidiaries (as defined in Condition 4) taken as a whole (the "Group") and the Notes that is material in the context of
the issue and offering of the Notes (including all information required by applicable laws of the Republic of France) and
the information which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors
and their investment advisers to make an informed assessment of the assets and liabilities, financial position and profits
and losses of the Issuer and the rights attaching to the Notes, the statements contained in it relating to the Issuer, the
Group and the Notes are in every material particular true and accurate and not misleading, to the best of the Issuer's
knowledge and belief there are no other facts in relation to the Issuer, the Group or the Notes the omission of which
would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading and
all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such
information and statements. The Issuer accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation other than those contained in this
Offering Circular 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 "Summary of the Programme"). Neither the delivery of this Offering Circular 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 Offering Circular has been most recently
amended or 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 Offering Circular 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.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Offering Circular 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 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 of, U.S. persons (as
defined in Regulation S under the Securities Act ("Regulation S"). The Notes are being offered and sold outside the
United States to non-U.S. persons in reliance on Regulation S. For a description of certain restrictions on offers and
sales of Notes and on distribution of this Offering Circular, 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 has any of the foregoing authorities passed
upon or endorsed the merits of the offering of Notes or the accuracy or adequacy of the Offering Circular. Any
representation to the contrary is a criminal offence in the United States.
This Offering Circular 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. This Offering Circular is only used for the purposes for which it has
been published.
The Arranger and the Dealers (except BNP Paribas in its capacity as Euronext Paris Listing Agent) have not separately
verified the information contained in this Offering Circular. None of the Dealers or the Arranger (except BNP Paribas in
its capacity as Euronext Paris Listing Agent) makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Offering Circular. Neither this Offering
Circular 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
2

this Offering Circular 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 Offering Circular and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertake to review
the financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by this
Offering Circular 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 any Tranche (as defined in "Summary of the Programme"), one of the Dealers may act as a
stabilising manager (the "Stabilising Manager"). The identity of the Stabilising Manager will be disclosed in the
relevant Pricing Supplement. References in the next paragraph to "this issue" are to each Tranche in relation to
which a Stabilising Manager is appointed.
In connection with any issue, the Stabilising Manager or any person acting for him may over-allot or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail for a limited period. However, there may be no obligation on the Stabilising Manager or any agent of his to do
this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited
period.
In this Offering Circular, 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 1st January 1999, references to "£", "pounds sterling", "GBP" and
"Sterling" are to the lawful currency of the United Kingdom references to "$", "USD" and "US 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 "CHF" and "Swiss francs" are to the lawful currency of the Helvetic
Confederation.
In this Offering Circular, any discrepancies in any table between totals and the sums of the amounts listed in such table
are due to rounding.

3

DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with any amendments or supplements to this
Offering Circular, each relevant Pricing Supplement, the most recently published audited annual accounts, and any
interim accounts (whether audited or unaudited) published subsequently to such annual accounts of the Issuer from time
to time, each of which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall
be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any
such document is inconsistent with such contents. All documents incorporated by reference in this Offering Circular may
be obtained, free of charge, at the offices of each Paying Agent set out at the end of this Offering Circular during normal
business hours so long as any of the Notes are outstanding.
The audited consolidated annual accounts and the audited annual accounts of the Issuer, for each of the periods ended
31st December 2002 and 2003 and the unaudited consolidated interim accounts for the period ended 30th June 2004 are
incorporated herein by reference.
For Euronext Paris listing purposes, the most recently published audited annual and consolidated accounts of the Issuer
and its interim accounts (if any) (whether audited or unaudited) as soon as they have been published as well as any
amendments or supplements to this Offering Circular must be contained in a document submitted to the clearance
procedures of the Autorité des Marchés Financiers (the "AMF"), or if not contained in such document at the date
contemplated for the relevant Euronext Paris listing, shall be inserted in the relevant Pricing Supplement as soon as they
have been published.
SUPPLEMENTAL OFFERING CIRCULAR
The Issuer has given an undertaking to the Dealers and to the Luxembourg Stock Exchange that if at any time during the
duration of the Programme there is a significant change affecting any matter contained in this Offering Circular
(including the "Terms and Conditions of the Notes") whose inclusion is required by applicable laws and regulations to
be found in any amendment, supplement or replacement of this Offering Circular in connection with a new offering of
Notes in order to allow investors and their investment advisers to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer, the Group and the rights attaching to the
Notes, the Issuer shall, but only in connection with such offering of Notes to be listed on the Luxembourg Stock
Exchange, prepare and publish an amendment or supplement to this Offering Circular or a replacement Offering Circular
for use in connection with such offering of Notes, submit such amendment or supplement to the Luxembourg Stock
Exchange for approval and supply each Dealer and the Luxembourg Stock Exchange with such number of copies of
such amendment or supplement as may reasonably be requested. All documents prepared in connection with the listing
of the Programme will be available at the specified office of the Paying Agent in Luxembourg.

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TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME.................................................................................................................. 7
TERMS AND CONDITIONS OF THE NOTES................................................................................................. 15
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES 45
USE OF PROCEEDS .......................................................................................................................................... 46
DESCRIPTION OF GAZ DE FRANCE ............................................................................................................. 47
RECENT DEVELOPMENTS ............................................................................................................................. 62
CAPITALISATION OF GAZ DE FRANCE....................................................................................................... 64
MANAGEMENT AND SUPERVISION............................................................................................................. 65
FINANCIAL HIGHLIGHTS AND MAJOR COMMENTS AS OF 31 DECEMBER 2003 ............................... 68
MANAGEMENT REPORT ................................................................................................................................ 70
INTERNAL CONTROL REPORT...................................................................................................................... 77
GAZ DE FRANCE GROUP CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2003 82
RAPPORT DES COMMISSAIRES AUX COMPTES SUR LES COMPTES CONSOLIDES DE GAZ DE
FRANCE POUR L'EXERCICE S'ACHEVANT AU 31 DECEMBRE 2003........................................... 130
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF GAZ DE
FRANCE FOR YEAR ENDED 31 DECEMBER 2003............................................................................ 132
FINANCIAL STATEMENTS OF GAZ DE FRANCE AS OF 31 DECEMBER 2003 ..................................... 135
RAPPORT GENERAL DES COMMISSAIRES AUX COMPTES SUR LES COMPTES DE GAZ DE
FRANCE ETABLIS POUR L'EXERCICE S'ACHEVANT AU 31 DECEMBRE 2003.......................... 161
STATUTORY AUDITORS' REPORT ON THE FINANCIAL STATEMENTS OF GAZ DE FRANCE FOR
YEAR ENDED 31 DECEMBER 2003..................................................................................................... 163
GAZ DE FRANCE GROUP CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX
MONTH PERIOD ENDED 30 JUNE 2004.............................................................................................. 165
INTERIM FINANCIAL STATEMENTS OF GAZ DE FRANCE FOR THE SIX MONTH PERIOD ENDED 30
JUNE 2004................................................................................................................................................ 209
SIX-MONTHLY MANAGEMENT REPORT ON GAZ DE FRANCE CONSOLIDATED FINANCIAL
STATEMENTS AS OF 30 JUNE 2004 ..................................................................................................... 213
RAPPORT DES COMMISSAIRES AUX COMPTES SUR L'EXAMEN LIMITE DES COMPTES
INTERMEDIAIRES CONSOLIDES POUR LA PERIODE S'ACHEVANT AU 30 JUIN 2004 ............ 221
STATUTORY AUDITORS' REVIEW REPORT ON THE CONSOLIDATED INTERIM FINANCIAL
STATEMENTS OF GAZ DE FRANCE FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2004..... 224
SUBSCRIPTION AND SALE .......................................................................................................................... 225
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FORM OF PRICING SUPPLEMENT .............................................................................................................. 228
GENERAL INFORMATION ............................................................................................................................ 245
INFORMATIONS RELATIVES A L'ADMISSION A LA COTE D'EURONEXT PARIS S.A. ...................... 248

6

SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Offering Circular. The Notes will be issued on
such terms as shall be agreed between the Issuer and the relevant Dealer(s) and, unless specified to the contrary in the
relevant Pricing Supplement, will be subject to the Terms and Conditions set out on pages 15 to 44.
Issuer:
Gaz de France
Description:
Euro Medium Term Note Programme for the continuous offer of
Notes (the "Programme").
Arranger:
BNP Paribas
Dealers:
ABN AMRO Bank N.V.
BNP Paribas
CCF
Deutsche Bank AG London
Morgan Stanley & Co. International Limited
Natexis Banques Populaires

The Issuer may from time to time terminate the appointment of any
dealer under the Programme or appoint additional dealers either in
respect of one or more Tranches or in respect of the whole
Programme. References in this Offering Circular to "Permanent
Dealers" are to the persons listed above as Dealers and to such
additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been terminated)
and to "Dealers" are to all Permanent Dealers and all persons
appointed as a dealer in respect of one or more Tranches.

At the date of this Offering Circular, only credit institutions and
investment firms incorporated in a member state of the European
Union ("EU") and which are authorised by the relevant authority of
such member state to lead-manage bond issues in such member state
may, in the case of Notes to be listed on Euronext Paris, act (a) as
Dealers with respect to non-syndicated issues of Notes denominated
in euro and (b) as lead manager of issues of Notes denominated in
euro issued on a syndicated basis.
Programme Limit:
Up to Euro 4,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate nominal amount of Notes outstanding at
any one time.

The maximum aggregate principal amount of Notes which may be
outstanding under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the
Dealer Agreement.
Principal Paying Agent and Fiscal Agent:
Deutsche Bank AG.
Luxembourg Paying Agent:
Deutsche Bank Luxembourg S.A.
7

Paris Paying Agent:
Deutsche Bank AG - Paris branch.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a "Series") having one or
more issue dates and on terms otherwise identical (or identical other
than in respect of the first payment of interest), the Notes of each
Series being intended to be interchangeable with all other Notes of
that Series. Each Series may be issued in tranches (each a
"Tranche") on the same or different issue dates. The specific terms
of each Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the issue
date, issue price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the same
Series) will be set out in a pricing supplement to this Offering
Circular (a "Pricing Supplement").
Maturities:
Subject to compliance with all applicable relevant laws, regulations
and directives, any maturity from seven days from the date of
original issue.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in Euro, U.S. Dollars, Japanese yen,
Swiss francs, Sterling and in any other currency agreed between the
Issuer and the relevant Dealers.

The Arranger, each Dealer and the Issuer will, in relation to issues of
Notes denominated in Euro and to be listed on Euronext Paris,
comply with the Guidelines provided by the letter dated 1 October
1998 from the French Minister of the Economy, Finance and
Industry to the Président of the Association française des
établissements de crédit et des entreprises d'investissement (the
"Euro Guidelines").

Denomination(s):
Notes will be in such denomination(s) as may be specified in the
relevant Pricing Supplement save that, unless otherwise permitted by
then current applicable laws and regulations, Notes (including Notes
denominated in Sterling) having a maturity of less than one year
from the date of issue and in respect of which the issue proceeds are
to be accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the Financial
Services and Markets Act 2000 will have a minimum denomination
of £100,000 (or its equivalent in other currencies).

Dematerialised Notes will be issued in one denomination only.
Status of Notes
Unsubordinated Notes ("Unsubordinated Notes") will constitute
direct, unconditional, unsubordinated and (subject to the provisions
of Condition 4) unsecured obligations of the Issuer all as described in
"Terms and Conditions of the Notes". However, Notes may
8

alternatively be issued on a subordinated and unsecured basis
("Subordinated Notes"), subject to compliance with applicable laws
and regulations, all as more fully described in the relevant Pricing
Supplement. The status of each issue of Notes will be specified in the
relevant Pricing Supplement.
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated Notes
as set out in Condition 4 - see "Terms and Conditions of the Notes -
Negative Pledge".
Events of Default:
There will be events of default and a cross-default in respect of
(including cross default):
Unsubordinated Notes as set out in Condition 9(a) and limited events
of default only in respect of Subordinated Notes as set out in
Condition 9(b) - see "Terms and Conditions of the Notes - Events of
Default".
Redemption Amount:
The relevant Pricing Supplement will specify the basis for
calculating the redemption amounts payable. Unless permitted by
then current laws and regulations, Notes (including Notes
denominated in sterling) having a maturity of less than one year from
the date of issue and in respect of which the issue proceeds are to be
accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the Financial
Services and Markets Act 2000 must have a minimum redemption
amount of £100,000 (or its equivalent in other currencies).
Optional Redemption:
The Pricing Supplement issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part) and/or
the Noteholders and if so the terms applicable to such redemption.
Early Redemption:
Except as provided in "Optional Redemption" above, Notes will be
redeemable at the option of the Issuer prior to maturity only for tax
reasons. See "Terms and Conditions of the Notes - Redemption,
Purchase and Options".
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of Notes that
are redeemable in two or more instalments will set out the dates on
which, and the amounts in which, such Notes may be redeemed.
Taxation:
Payments in respect of the Notes will be made without withholding
or deduction for, or on account of, taxes imposed by or on behalf of
the Republic of France as provided by Article 131 quater of the
French General Tax Code, to the extent that the Notes are issued (or
deemed to be issued) outside France.
Notes
constituting
obligations under French law will be issued (or
deemed to be issued) outside France (i) in the case of syndicated or
non-syndicated issues of Notes, if such Notes are denominated in
euro, (ii) in the case of syndicated issues of Notes denominated in
currencies other than euro, if, inter alia, the Issuer and the relevant
9

Dealers agree not to offer the Notes to the public in the Republic of
France in connection with their initial distribution and such Notes are
offered in the Republic of France only through an international
syndicate to qualified investors (investisseurs qualifiés) acting for
their own account as described in Article L.411-2 of the French Code
monétaire et financier or (iii) in the case of non-syndicated issues of
Notes denominated in currencies other than euro, if each of the
subscribers of the Notes is domiciled or resident for tax purposes
outside the Republic of France, in each case as more fully set out in
the Circular of the Direction Générale des Impôts dated 30
September 1998.

The tax regime applicable to Notes which do not constitute
obligations will be set out in the relevant Pricing Supplement.
Notes constituting obligations denominated in currencies other than
euro may be issued on a non-syndicated basis and placed with
subscribers not all of whom are resident outside the Republic of
France. In such cases, the Notes will not benefit from the exemption
from deduction at source provided by Article 131 quater of the
French General Tax Code and payments under such Notes made to a
non-French resident will be exempt from withholding or deduction at
source only if the beneficiary of the payment provides certification
that he is not resident in the Republic of France, all in accordance
with the provisions of Article 125 A III of the French General Tax
Code, as more fully described in "Terms and Conditions of the Notes
- Taxation".
Interest Periods and Interest Rates:
The length of the interest periods for the Notes and the applicable
interest rate or its method of calculation may differ from time to time
or be constant for any Series. Notes may have a maximum interest
rate, a minimum interest rate, or both. The use of interest accrual
periods permits the Notes to bear interest at different rates in the
same interest period. All such information will be set out in the
relevant Pricing Supplement.
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each
year specified in the relevant Pricing Supplement.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for each
Series as follows:

(i)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by the 2001 Fédération Bancaire Française
("FBF") Master Agreement relating to transactions on
forward financial instruments (convention-cadre FBF relative
aux opérations sur instruments financiers) incorporating the
Interest and Currency Swap Technical Annex; or
10