Obligation CNP Assure 0% ( FR0000474421 ) en EUR

CNP Assure

100 % ▼

France

FR0000474421 ( en EUR )

16/05/2023 - Obligation échue

Prospectus brochure de l'obligation CNP ASSURANCES FR0000474421 en EUR 0%, échue

CNP Assurances est un groupe français spécialisé dans l'assurance des personnes, principalement actif dans les domaines de la prévoyance, de la santé et de la retraite, avec une forte présence en Europe et en Amérique latine.

L'Obligation émise par CNP Assure ( France ) , en EUR, avec le code ISIN FR0000474421, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/05/2023

Offering Circular dated 14 May 2003

CNP ASSURANCES
300,000,000
Subordinated Fixed/Floating Rate Notes due 2023
Issue Price: 99.817 per cent.

The 300,000,000 Subordinated Fixed/Floating Rate Notes due 2023 (the "Notes") of CNP Assurances (the "Issuer") will be deemed to
be issued outside the Republic of France and will, unless previously redeemed or purchased and cancelled, be redeemed at their principal
amount on the Interest Payment Date (as defined herein) falling on, or nearest to, 16 May 2023.
The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and, subject to certain exceptions, will rank pari
passu and without any preference among themselves and equally and rateably with all other present or future direct, unsecured and
subordinated obligations of the Issuer, as further described in "Terms and Conditions of the Notes - Status".
The Notes will bear interest at the rate of 5.25 per cent. per annum from, and including, 16 May 2003 (the "Issue Date") to, but
excluding, 16 May 2013 and, thereafter, at a rate of 2 per cent. above the European inter-bank offered rate for three month euro deposits
("Euribor"). Interest for the period from and including 16 May 2003 to but excluding 16 May 2013 will be payable annually in arrear on
16 May of each year, commencing on 16 May 2004, and, for the period thereafter, quarterly in arrear on the Floating Interest Payment
Dates (as defined herein) falling on, or nearest to, 16 August, 16 November, 16 February and 16 May, all as set out in "Terms and
Conditions of the Notes - Interest".
Application has been made to list the Notes on the Luxembourg Stock Exchange.
Payment of interest may, in certain circumstances, be deferred at the option of the Issuer, as set out in "Terms and Conditions of
the Notes - Interest - Interest Deferral".
The Issuer may at its option, with the prior written consent of the Commission de Contrôle des Assurances, redeem all, but not some
only, of the Notes at their principal amount (together with accrued interest) on the Interest Payment Date falling on or nearest to 16 May
2013 or on any subsequent Interest Payment Date, as set out in "Terms and Conditions of the Notes - Redemption and Purchase -
Redemption at the Option of the Issuer". In addition, the Issuer may, and in certain circumstances shall, with the prior written consent of
the Commission de Contrôle des Assurances redeem all, but not some only, of the Notes at their principal amount (together with accrued
interest) in the event that certain French taxes are imposed (see "Terms and Conditions of the Notes - Redemption and Purchase -
Redemption for Taxation Reasons").
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") and Euroclear (as defined below). The Notes will, upon issue, 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 Notes - Form,
Denomination and Title") including Euroclear Bank SA/N.V., as operator of the Euroclear System ("Euroclear") and the depositary
bank for Clearstream, Luxembourg.
The Notes will be issued in bearer form in denominations of 1,000 on the Issue Date. The Notes will at all times be represented in
book entry form (dématérialisé) in the books of the Account Holders in compliance with article L.211-4 of the French Code monétaire et
financier. No physical document of title will be issued in respect of the Notes.

CDC
IXIS
CAPITAL
MARKETS
SG
INVESTMENT
BANKING

The Issuer confirms that this Offering Circular contains all information with respect to the Issuer and the
Notes which is material in the context of the issue and offering of the Notes; such information is true and
accurate in all material respects and is not misleading in any material respect; any opinions or intentions
expressed in this Offering Circular by the Issuer are honestly held or made; there are no other facts in
relation to the Issuer the omission of which would, in the context of the issue and the offering of the Notes,
make any statement in this Offering Circular misleading in any material respect; and all reasonable enquiries
have been made to ascertain and verify the foregoing. The Issuer accepts responsibility for the information
contained in this document accordingly.
In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of the Issuer, its business and the terms of the offering, including the
merits and risks involved. The contents of this Offering Circular are not to be construed as legal, business or
tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and
related aspects of an investment in the Notes.
This Offering Circular does not constitute an offer of, or an invitation or solicitation 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 Notes. The distribution of this Offering Circular and the offering of the Notes in certain
jurisdictions, including the United States, the United Kingdom and France, may be restricted by law. Persons
into whose possession this Offering Circular comes are required by the Issuer and the Joint Lead Managers to
inform themselves about and to observe any such restrictions. For a description of certain restrictions on
offers and sales of Notes and distribution of this Offering Circular, see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this
Offering Circular 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. The delivery of this Offering
Circular at any time does not imply that the information contained in it is correct as at any time subsequent to
its date.
The Notes 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 Notes may not be offered, sold or delivered within the
United States or to U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")).
In this Offering Circular, unless otherwise specified or the context requires, references to "euro", "EUR"
and " " are to the single currency of the participating member states of the European Union and references
to "francs" and "FRF" are to French Francs.
In connection with this issue CDC IXIS Capital Markets 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 after the issue date. However, there may be no obligation on
the Stabilisation Agent 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. Any such transactions will be carried out
in compliance with all applicable law and regulations.

2

TABLE OF CONTENTS
TERMS AND CONDITIONS OF THE NOTES...................................................................................................4
USE OF PROCEEDS.........................................................................................................................................14
DESCRIPTION OF THE ISSUER .....................................................................................................................15
SUMMARY OF CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER .........................................28
CAPITALISATION ...........................................................................................................................................31
SUBSCRIPTION AND SALE............................................................................................................................32
GENERAL INFORMATION .............................................................................................................................34

INCORPORATION BY REFERENCE
The Issuer's annual report relating to its financial year ending on 31 December 2002 is incorporated by reference
herein.
Copies of the annual report are available without charge on request at the principal office of CNP Assurances or of
the paying agents (Kredietbank S.A. Luxembourgeoise and Euro Emetteurs Finance).

3

TERMS AND CONDITIONS OF THE NOTES
The 300,000,000 Subordinated Fixed/Floating Rate Notes (the "Notes") deemed to be issued outside the
Republic of France by CNP Assurances (the "Issuer") have been authorised pursuant to a resolution of the
Assemblée Générale of the Issuer adopted on 6 June 2001, a resolution of the Directoire of the Issuer adopted on
13 June 2001 and a decision of the Président of the Directoire of the Issuer dated 30 April 2003. An agency
agreement dated 16 May 2003 (the "Agency Agreement") has been entered into in relation to the Notes between
the Issuer, Kredietbank S.A. Luxembourgeoise, as fiscal agent and principal paying agent (together with any
substitute fiscal agent and principal paying agent, the "Fiscal Agent") and as agent bank (together with any
substitute agent bank, the "Agent Bank") and Euro Emetteurs Finance, as paying agent (together with the Fiscal
Agent and any substitute or additional paying agents which may be appointed from time to time under the Agency
Agreement, the "Paying Agents"). Certain statements in these Terms and Conditions of the Notes (the
"Conditions") are summaries of, and are subject to, the detailed provisions of the Agency Agreement, copies of
which are available for inspection during normal business hours at the specified offices of the Paying Agents.
Holders of the Notes (the "Noteholders") are deemed to have notice of the provisions of the Agency Agreement
and are bound by, and entitled to the benefit of, those provisions which relate to their rights under the Notes or are
otherwise applicable to them. References in these Conditions to any provision of the French Code des Assurances
or any other law or decree shall be construed as references to such provision as amended, re-enacted, or
supplemented by any order made under, or deriving validity from, such provision.
1
Form, Denomination and Title
The Notes are issued in dematerialised bearer form (au porteur) in the denomination of 1,000. Title to the Notes
will be evidenced in accordance with article L.211-4 of the French Code monétaire et financier by book entries
(dématérialisation). No physical document of title (including certificats représentatifs pursuant to Article 7 of
Decree No. 83-359 of 2 May 1983) will be issued in respect of the Notes.
The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the
Account Holders. For the purpose of these Conditions, "Account Holder" shall mean any authorised financial
intermediary institution entitled to hold accounts on behalf of its customers with Euroclear France, and includes
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and the depositary bank for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Title to the Notes shall be evidenced by
entries in the books of Account Holders and will pass upon, and transfer of Notes may only be effected through,
registration of the transfer in such books.
2
Status
The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute direct,
unsecured and, to the extent referred to in the following paragraph, subordinated obligations of the Issuer and shall
at all times rank pari passu and without any preference among themselves and equally and rateably with any other
existing or future direct, unsecured and subordinated obligations of the Issuer with the exception of any prêts
participatifs granted to, and any titres participatifs issued by, the Issuer.
If any judgement is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) or,
following an order of redressement judiciaire, the sale of the whole business (cession totale de l'entreprise) of the
Issuer, or if the Issuer is liquidated for any reason, the rights of payment of the Noteholders in respect of principal,
interest and other amounts shall be subordinated to the payment in full of all other creditors of the Issuer
(including, for the avoidance of doubt, insurance companies and entities referred to in article R.322-132 of the
French Code des Assurances reinsured by the Issuer and holders of insurance policies issued by such entities)
whose claims are not for any reason subordinated in any manner provided that, subject to such payment in full, the
Noteholders will be paid in priority to lenders of any prêts participatifs granted to, and holders of titres
participatifs issued by, the Issuer and holders of any equity capital of the Issuer.

4

Pursuant to article L.327-2 of the French Code des Assurances, a lien over the assets of the Issuer is granted
for the benefit of the Issuer's policyholders. Noteholders, even if they are policyholders of the Issuer, do not
have the benefit of such lien in relation to amounts due under the Notes.
3
Interest
(a)
Interest Payment Dates
The Notes bear interest from, and including, 16 May 2003 (the "Issue Date") to, but excluding, 16 May 2013 (the
"Fixed Rate Period") at the rate of 5.25 per cent. per annum payable annually in arrear on 16 May of each year,
commencing on 16 May 2004 (each a "Fixed Interest Payment Date"). The period from and including the Issue
Date to, but excluding, the first Fixed Interest Payment Date and each successive period from, and including, a
Fixed Interest Payment Date to, but excluding, the next successive Fixed Interest Payment Date is called a "Fixed
Interest Period". If interest is required to be calculated for a period within the Fixed Rate Period of less than one
year, it will be calculated on the basis of the actual number of days in the relevant period, from and including the
date from which interest begins to accrue to but excluding the date on which it falls due, divided by the number of
days in the Fixed Interest Period in which the relevant period falls (including the first such day but excluding the
last) and rounding the resultant figure to the nearest 0.01 (0.005 being rounded upwards).
Thereafter (the "Floating Rate Period"), the Notes will bear interest at the Rate of Interest (as defined in
Condition 3(d)) payable quarterly in arrear on 16 August, 16 November, 16 February and 16 May in each year,
commencing on 16 August 2013 (each a "Floating Interest Payment Date" and together with the Fixed Interest
Payment Dates, an "Interest Payment Date"). If any Floating Interest Payment Date would otherwise fall on a
day which is not a business day (as defined in Condition 3(d)(iv)), it shall be postponed to the next day which is a
business day unless it would thereby fall into the next calendar month in which case it shall be brought forward to
the immediately preceding business day. The period from, and including, 16 May 2013 to, but excluding, the first
Floating Interest Payment Date and each successive period from, and including, a Floating Interest Payment Date
to, but excluding, the next succeeding Floating Interest Payment Date is called a "Floating Interest Period" and,
together with the Fixed Interest Periods, an "Interest Period".
(b) Interest
Payments

Interest payments will be made subject to, and in accordance with, the provisions of

Condition 5. Each Note will cease to bear interest from the date on which it is due to be redeemed, unless payment
of principal is improperly withheld or refused on such date. In such event, it shall continue to bear interest in
accordance with this Condition (both before and, to the extent permitted by law, after judgement) until whichever
is the earlier of (i) the day on which all sums due in respect of such Note up to that day are received by or on
behalf of the relevant Noteholder, and (ii) the day seven days after the Fiscal Agent has notified Noteholders of
receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in
the subsequent payment to the relevant Noteholders under these Conditions).
(c) Interest
Deferral
(1) Optional and Compulsory Interest Payment Dates
An "Optional Interest Payment Date" means any Interest Payment Date which is not a Compulsory Interest
Payment Date.
A "Compulsory Interest Payment Date" means each Interest Payment Date on which (a) the Issuer is deemed to
meet the solvency ratio or (b) the Issuer is deemed to have declared a dividend.
The Issuer is deemed to meet the solvency ratio on a particular Interest Payment Date if the Issuer has, under the
provisions of articles L.334-1, R.334-1 et seq. and A.334-1 et seq. of the French Code des Assurances and on the
basis of its latest available annual audited non-consolidated accounts which have been approved by the Directoire
of the Issuer, a solvency margin (marge de solvabilité) (as determined by the Issuer and certified by its auditors
(commissaires aux comptes) and notified by the Issuer to the Agent Bank not later than seven days prior to such
Interest Payment Date) equal to or greater than 150% of the minimum solvency margin prescribed by the French

5

Code des Assurances, and would continue to do so assuming that any interest due on such Interest Payment Date,
together with any Arrears of Interest then outstanding and, as the case may be, the corresponding Additional
Interest Amount, is paid on such Interest Payment Date.
The Issuer will be deemed to have declared a dividend if (A) on or prior to a particular Interest Payment Date the
Issuer has any Distributable Amounts and (B) the Directoire of the Issuer has declared a dividend in respect of the
most recent financial year for which unconsolidated unaudited financial statements of the Issuer have been
prepared. For the purposes of this Condition, "Distributable Amounts" means the net unconsolidated profit after
tax of the Issuer for its financial year most recently ended before the relevant Interest Payment Date for which
audited unconsolidated financial statements are available (the "Latest Year") plus any retained earnings (bénéfices
reportés à nouveau) or, as the case may be, less any retained losses (pertes reportées), carried forward from the
previous period, less any amounts which in respect of the Latest Year are required by law to be carried to the Legal
Reserve (réserve légale) or to the Statutory Reserves (réserves statutaires) of the Issuer plus all other reserves
which are available for payment of dividend or distribution to shareholders under a decision taken by an annual
general meeting of shareholders, all as shown by the audited unconsolidated financial statements of the Issuer for
the Latest Year prepared in accordance with generally accepted accounting principles in France.
On any Optional Interest Payment Date, the Issuer may, at its option, pay all (but not part only) of the interest in
respect of the Notes accrued to that date in respect of the Interest Period ending on such Optional Interest Payment
Date, but the Issuer shall have no obligation to make such payment and any such failure to pay shall not constitute
a default by the Issuer under the Notes or for any other purpose. Any interest in respect of the Notes not paid on an
Optional Interest Payment Date in accordance with this Condition shall, so long as it remains outstanding,
constitute "Arrears of Interest" and shall be payable as set out below.
(2) Arrears of Interest
Arrears of Interest, together with the corresponding Additional Interest Amount, may, at the option of the Issuer, be
paid in whole or in part (but if in part, in an amount equal to the whole of the interest (including, for the avoidance
of doubt, any Additional Interest Amount) attributable to a particular Interest Period) on any Optional Interest
Payment Date, provided that the Issuer has elected to pay the interest due on such Optional Interest Payment Date
in respect of the Interest Period ending on such Optional Interest Payment Date. All Arrears of Interest, together
with the corresponding Additional Interest Amount, in respect of all Notes for the time being outstanding shall
become due in full on whichever is the earlier of:
(i)
the next Interest Payment Date if such Interest Payment Date is a Compulsory Interest Payment Date or
(ii)
the date on which the Notes are due to be redeemed pursuant to, and in accordance with, Condition 4.
Arrears of Interest shall bear interest at the same rate as the Notes determined in accordance with Condition 3(a).
The amount of such interest (the "Additional Interest Amount") shall be due and payable in accordance with this
Condition 3(c)(2) and shall be calculated by the Agent Bank in the same way as interest on the Notes in
accordance with this Condition 3; provided that any amount of interest not paid by the Issuer on an Optional
Interest Payment Date (other than an Optional Interest Payment Date falling on, or nearest to, 16 May) shall only
bear interest as from the next Interest Payment Date falling on, or nearest to, 16 May. Accordingly, the Additional
Interest Amount shall only be added to the Arrears of Interest as aforesaid after it has accrued for a period of one
year.
(3) Notice of Deferral and Payment of Arrears of Interest
The Issuer shall give not less than seven days' prior notice to the Noteholders in accordance with Condition 9 and
shall inform the Luxembourg Stock Exchange of its election in respect of any Optional Interest Payment Date (i)
pursuant to Condition 3(c)(1), not to make the relevant payment of interest which would otherwise have been due
on such date and (ii) pursuant to Condition 3(c)(2), to pay on such date all or part of any Arrears of Interest
together with any corresponding Additional Interest Amount.

6

(4) Partial Payment of Arrears of Interest and Additional Interest Amounts
If amounts due in respect of Arrears of Interest and Additional Interest Amount become partially payable, then
Arrears of Interest and, as the case may be, the corresponding Additional Interest Amount in respect of any Interest
Period shall not be payable until full payment has been made of all Arrears of Interest and, as the case may be, the
corresponding Additional Interest Amount that have accrued in respect of all earlier Interest Periods.
(d)
Rate of Interest
The rate of interest (the "Rate of Interest") for the Notes for each Floating Interest Period will be determined by
the Agent Bank on the following basis:
(i)
On the second business day before the beginning of each Floating Interest Period (each an "Interest
Determination Date") the Agent Bank will determine the European interbank offered rate, expressed as
a rate per annum, for three-month euro deposits commencing on the first day of the relevant Floating
Interest Period ("Euribor"), which appears at or about 11.00 a.m. (Brussels time) on the display
designated as page 248 on the Bridge/Telerate Monitor (or such other page or service as may replace it
for the purpose of displaying Euribor). The Rate of Interest for such Floating Interest Period shall be the
sum of the Margin and the rate which is so calculated and displayed, as determined by the Agent Bank.
In these Conditions, "Margin" means 2 per cent. per annum.
(ii)
If for any reason on any Interest Determination Date such offered rate does not so appear, or if the
relevant page or service is unavailable, the Agent Bank shall, on such date, request the principal euro-
zone office of each of four major banks in the euro-zone inter-bank market, selected by the Agent Bank
after prior consultation with the Issuer (the "Reference Banks") to provide the Agent Bank with its
offered quotation, for three-month euro deposits commencing on the first day of the relevant Floating
Interest Period to leading banks in the euro-zone inter-bank market, at or about 11.00 a.m. (Brussels
time) on the Interest Determination Date in question. The Rate of Interest for such Floating Interest
Period shall be the sum of the Margin and the arithmetic mean (rounded, if necessary, up to the nearest
fifth decimal place) of such quotations (or of such of them, being at least two, as are so provided), as
determined by the Agent Bank.
(iii)
If on any Interest Determination Date one only or none of the Reference Banks provides the Agent Bank
with such quotation, the Rate of Interest for the next Floating Interest Period shall be the rate per annum
which the Agent Bank determines to be the sum of the Margin and the arithmetic mean (rounded, if
necessary, up to the nearest fifth decimal place) of the euro lending rates quoted by major banks in the
euro-zone (selected by the Agent Bank after prior consultation with the Issuer and being at least two in
number) at approximately 11.00 a.m. (Brussels time) on such Interest Determination Date for loans in
euro to leading European banks for a period of three months commencing on the first day of the relevant
Floating Interest Period, except that, if the banks so selected by the Agent Bank are not quoting on such
Interest Determination Date as mentioned above, the Rate of Interest shall be the Rate of Interest in
effect for the last preceding Interest Period to which one of the preceding paragraphs of this Condition
3(d) shall have applied.
(iv)
In these Conditions (other than in Condition 5), "business day" means any day on which the Trans-
European Automated Real-Time Gross Settlement Express Transfer System ("TARGET") is operating.
(e)
Determination of Rate of Interest and calculation of Interest Amount
The Agent Bank will, as soon as practicable after 11.00 a.m. (Brussels time) on each Interest Determination Date,
determine the Rate of Interest and calculate the amount of interest payable on each Note (the "Interest Amount")
for the relevant Floating Interest Period.
The Interest Amount shall be calculated by applying the Rate of Interest to the principal amount of each Note,
multiplying such product by the actual number of days in the Floating Interest Period concerned divided by 360
and rounding the resulting figure to the nearest 0.01 (0.005 being rounded upwards). The Agent Bank shall also

7

(where applicable) determine the Additional Interest Amount payable on the Arrears of Interest for each Floating
Interest Period in accordance with the same principles.
(f)
Publication of Rate of Interest, Interest Amount and Interest Payment Date
The Agent Bank will cause (i) the Rate of Interest, the Interest Amount for each Floating Interest Period and the
relevant Interest Payment Date and (ii) if interest has been previously deferred pursuant to Condition 3(c)(1),
also the aggregate amount of the Arrears of Interest and, as the case may be, the corresponding Additional
Interest Amount which would be payable on such Interest Payment Date if Arrears of Interest and, as the case
may be, the corresponding Additional Interest Amount were to become due on such Interest Payment Date
pursuant to Condition 3(c)(2) to be notified (a) to the Issuer, the Fiscal Agent (if different from the Agent Bank)
and each other Paying Agent (if any) and any stock exchange on which the Notes are for the time being listed not
later than 3.00 p.m. (Brussels time) on the Interest Determination Date and (b) to the Noteholders in accordance
with Condition 9 as soon as possible after their determination but in no event later than the second business day
thereafter. The Interest Amount, Interest Payment Date and, if applicable, Arrears of Interest together with any
corresponding Additional Interest Amount so published may subsequently be amended by the Agent Bank (or
appropriate alternative arrangements made by way of adjustment) in the event of an extension or shortening of
the Interest Period. If the Notes become due and payable under Condition 4(b)(1) or (2) or under Condition 4(d)
other than on a Floating Interest Payment Date, the Rate of Interest and the Interest Amount shall nevertheless
continue to be calculated as previously by the Agent Bank in accordance with this Condition 3 but no publication
of the Rate of Interest, the Interest Amount or the Arrears of Interest (or any corresponding Additional Interest
Amount) so calculated need be made.
(g)
Agent Bank
The Issuer reserves the right at any time to vary the appointment of the Agent Bank and to appoint a substitute
Agent Bank provided that the Issuer will procure that, so long as any Note is outstanding, there shall at all times be
an Agent Bank in respect of the Notes having a specified office in a major European city. If the Agent Bank is
unable or unwilling to continue to act as the Agent Bank, or if the Agent Bank fails duly to establish the Rate of
Interest for any Interest Period or to calculate the Interest Amount or (where applicable) any Additional Interest
Amount, the Issuer shall appoint some other leading bank engaged in the euro-zone inter-bank market (having a
specified office in a major European city) to act as such in its place in respect of the Notes. The Agent Bank may
not resign its duties until a successor has been appointed. Such appointment shall be notified to the Noteholders in
accordance with Condition 9.
The Agent Bank shall act as an independent expert and not as agent for the Issuer or the Noteholders.
(h)
Certificates etc. to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purpose of the Conditions whether by the Reference Banks (or any of them) or
the Agent Bank shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, any
stock exchange on which the Notes are for the time being listed, the Reference Banks, the Agent Bank, the Paying
Agents, the Fiscal Agent and all the Noteholders. No Noteholder shall (in the absence as aforesaid) be entitled to
proceed against the Reference Banks or the Agent Bank or any of them in connection with the exercise or non-
exercise by them of their powers, duties and discretions.
4
Redemption and Purchase
(a)
Redemption at Maturity
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on
the Interest Payment Date falling on, or nearest to, 16 May 2023. The Issuer shall not be at liberty to redeem the
Notes except in accordance with the following provisions of this Condition and the Noteholders shall have only
those rights as regards redemption that are set out in this Condition.

8

(b)
Redemption for taxation reasons
(1)
If at any time, by reason of a change in any French law or regulation, or any change in the official application or
interpretation of such law or regulation, becoming effective after 16 May 2003, the Issuer would, on the occasion
of the next payment of principal or interest due in respect of the Notes, not be able to make such payment
without having to pay additional amounts as specified in Condition 6, the Issuer may, at any time during the
Fixed Rate Period and on any Interest Payment Date during the Floating Rate Period, subject to the prior written
consent of the Commission de Contrôle des Assurances (in accordance with Article A. 334-3 of the French Code
des Assurances) or its successor or any other relevant regulator (whose consent the Issuer is required to obtain in
accordance with applicable legislation), subject to having given not more than 45 nor less than 30 days' prior
notice to the Noteholders in accordance with Condition 9 (which notice shall be irrevocable), redeem all, but not
some only, of the Notes at their principal amount, together with all interest (including any Arrears of Interest and,
as the case may be, any corresponding Additional Interest Amount) accrued to the date fixed for redemption,
provided that the due date for redemption shall be no earlier than the latest practicable Interest Payment Date on
which the Issuer could make payment of principal or interest without withholding for French taxes.
(2)
If the Issuer would on the next payment of principal or interest in respect of the Notes be obliged to pay
additional amounts as specified under Condition 6 and the Issuer would be prevented by French law from
making payment to the Noteholders of the full amount then due and payable, notwithstanding the undertaking to
pay additional amounts contained in Condition 6, then the Issuer shall forthwith give notice of such fact to the
Fiscal Agent and the Issuer shall, subject to the prior written consent of the Commission de Contrôle des
Assurances (in accordance with Article A.334-3 of the French Code des Assurances) or its successor or any
other relevant regulator (whose consent the Issuer is required to obtain in accordance with applicable
legislation), and upon giving not less than seven days' prior notice to the Noteholders in accordance with
Condition 9 (which notice shall be irrevocable), redeem all, but not some only, of the Notes at their principal
amount, together with all interest (including any Arrears of Interest and, as the case may be, any corresponding
Additional Interest Amount) accrued to the date fixed for redemption on the latest practicable date on which the
Issuer could make payment of the full amount of principal or interest payable in respect of the Notes or, if such
date is past, as soon as practicable thereafter.
(c)
Redemption at the option of the Issuer
The Issuer may, subject to the prior written consent of the Commission de Contrôle des Assurances (in accordance
with Article A.334-3 of the French Code des Assurances) or its successor or any other relevant regulator (whose
consent the Issuer is required to obtain in accordance with applicable legislation), and subject to having given not
more than 45 nor less than 30 days' prior notice to the Noteholders in accordance with Condition 9 (which notice
shall be irrevocable), redeem all, but not some only, of the Notes at their principal amount, together with all
interest (including any Arrears of Interest and, as the case may be, any corresponding Additional Interest Amount)
accrued to the date fixed for redemption on the Interest Payment Date falling on or about 16 May 2013 or on any
Interest Payment Date falling thereafter.
(d)
Mandatory Redemption
Each Note shall become immediately due and payable at its principal amount together with all interest accrued to
the date of payment (including any Arrears of Interest and, as the case may be, any corresponding Additional
Interest Amount) if any judgement is rendered by any competent court declaring the judicial liquidation
(liquidation judiciaire) or, following an order of redressement judiciaire, the sale of the whole business (cession
totale de l'entreprise) of the Issuer, or the Issuer is liquidated for any reason provided that notice in writing
declaring the Notes to be due and payable and identifying the relevant event is given to the Fiscal Agent by the
Representative (as defined in Condition 8) and, in either such case, each Note shall become immediately due and
payable together with the amounts referred to above upon receipt of such notice by the Fiscal Agent.

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(e)
Notice of redemption
All Notes in respect of which any notice of redemption is given by the Issuer under this Condition shall be
redeemed on the date specified in such notice in accordance with this Condition.
Such notice of redemption to the Noteholders must be given in accordance with Condition 9.
(f) Purchase

The Issuer or any of its affiliated entities may at any time, subject to the prior consent of the Commission de
Contrôle des Assurances (in accordance with Article A.334-3 of the French Code des Assurances) or its successor,
purchase Notes in the open market or otherwise at any price agreed between the Issuer or such entity and the
relevant Noteholder. Such purchase of Notes by the Issuer shall be effected only with a prior information of the
Commission de Contrôle des Assurances or its successor if it relates, individually or when aggregated with
previous purchases, to less than 5 per cent. of the Notes.
(g) Cancellation

All Notes redeemed or purchased by the Issuer will be cancelled and accordingly may not be re-issued or resold.
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Payments
(a)
Method of Payment
Payments of principal, interest (including, for the avoidance of doubt, Arrears of Interest and Additional Interest
Amounts) and other amounts in respect of the Notes will be made in euro, by credit or transfer to an account
denominated in euro (or any other account to which euro may be credited or transferred). Such payments shall be
made for the benefit of the Noteholders to the Account Holders (including Euroclear and the depositary bank for
Clearstream, Luxembourg ) and all payments made to such Account Holders in favour of Noteholders will be an
effective discharge of the Issuer and the Fiscal Agent, as the case may be, in respect of such payment.
Payments of principal, interest and other amounts in respect of the Notes will be subject to any fiscal or other laws
and regulations applicable thereto, but without prejudice to the provisions described in Condition 6. No
commission or expenses shall be charged to the Noteholders in respect of such payments.
(b)
Payments on Business Days
If any due date for payment of principal, interest or other amounts in respect of any Note is not a Business Day,
then the holder of such Note shall not be entitled to payment of the amount due until the next following Business
Day and will not be entitled to any interest or other sums with respect to such postponed payment.
In this Condition, "Business Day" means a day on which Euroclear France is open for business and which is also
a day on which the TARGET system is operating.
(c)
Fiscal Agent and Paying Agents
The initial specified offices of the initial Fiscal Agent, Agent Bank and Paying Agent are as follows:
FISCAL AGENT, PRINCIPAL PAYING AGENT AND AGENT BANK
Kredietbank S.A. Luxembourgeoise
43, boulevard Royal
L-2955 Luxembourg
PAYING AGENT
Euro Emetteurs Finance
48, boulevard des Batignolles
75850 Paris Cedex 17

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