Obligation Agence Française du Développement 4.605% ( FR0010074328 ) en EUR

Agence Française du Développement

100 % ▼

France

FR0010074328 ( en EUR )

4.605% par an ( paiement annuel )

22/04/2014 - Obligation échue

Prospectus brochure de l'obligation AGENCE FRANCAISE DE DEVELOPPEMENT FR0010074328 en EUR 4.605%, échue

1 000 EUR

300 000 000 EUR

L'Agence Française de Développement (AFD) est une institution publique française qui finance et accompagne des projets de développement dans les pays du Sud et les collectivités d'outre-mer, axés sur la lutte contre la pauvreté et le changement climatique.

L'Obligation émise par Agence Française du Développement ( France ) , en EUR, avec le code ISIN FR0010074328, paye un coupon de 4.605% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/04/2014

Offering Circular dated 20 April 2004

AGENCE FRANÇAISE DE DEVELOPPEMENT
300,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes
Eligible as Tier 1 Regulatory Capital
Issue Price: 100 per cent.

The 300,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes (the "Notes") of Agence Française de Développement (the
"Issuer" or "AFD") will be issued outside the Republic of France and, subject as provided in "Terms and Conditions of the Notes Interest and
Interest Suspension and - Loss Absorption and Return to Financial Health" below, will bear interest at a fixed rate of 4.605 per cent. per annum
from, and including, 22 April 2004 (the "Issue Date") to, but excluding, 22 April 2014 payable annually in arrear on 22 April of each year,
commencing on 22 April 2005, and thereafter at a floating rate of 1.32 per cent. per annum above the three-month EURIBOR rate payable
quarterly in arrear on or about 22 April, 22 July, 22 October and 22 January in each year, commencing on or about 22 July 2014. (See "Terms
and Conditions of the Notes Interest and Interest Suspension" herein).
For so long as the compulsory interest provisions do not apply, the Issuer may elect, and in certain circumstances shall be required, not to pay
interest falling due on the Notes on any Interest Payment Date (as defined in "Terms and Conditions of the Notes Definitions" herein), with a
view to allowing the Issuer to ensure the continuity of its activities without weakening its financial structure. Any such interest not so paid shall
be forfeited by the Noteholders. (See "Terms and Conditions of the Notes Interest and Interest Suspension" herein). In addition, the Issuer
shall be required, in certain circumstances, to reduce all or part of any interest accrued with respect to the period from (and including) the
immediately preceding Interest Payment Date (or in the case of the first Interest Payment Date, the Issue Date) to (but excluding) the date of the
occurrence of a Supervisory Event, and the then principal amount of the Notes following a Supervisory Event. The amount of any such
reduction of interest and principal may, in certain circumstances, be reinstated. (See "Terms and Conditions of the Notes Loss Absorption and
Return to Financial Health" herein).
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject to the prior approval of the Secrétariat
général of the Commission bancaire, be redeemed (in whole but not in part) on 22 April 2014 and on any Interest Payment Date thereafter. The
Notes may be, and in certain circumstances, shall be redeemed (in whole but not in part). (See "Terms and Conditions of the Notes
Redemption and Purchase" herein.)
Application has been made to list the Notes on the Premier Marché of Euronext Paris S.A. and on the Luxembourg Stock Exchange. The Notes
have been assigned a rating of AA by Standard & Poor's Ratings Services and AA+ by Fitch Ratings. A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency.
See "Investment Considerations" beginning on page 11 for certain information relevant to an investment in the Notes.

Avertissement de l'AMF

L'Autorité des marchés financiers attire l'attention du public sur les éléments suivants :

- Le titre subordonné de dernier rang, par application contractuelle de l'article L.228-97 du Code de commerce, se distingue de l'obligation
ordinaire et du titre subordonné en raison de son tout dernier rang de créance résultant de la clause de subordination.

- Les titres ont été émis pour une durée indéterminée, néanmoins l'émetteur a la faculté, le 22 avril 2014 puis à chaque date de paiement
d'intérêts ultérieure, de rembourser la totalité des titres à leur valeur nominale d'origine.

- Les modalités particulières de paiement des intérêts, lequel peut être optionnel ou obligatoire, sont exposées à la condition 4. Tout intérêt
optionnel non versé sera définitivement perdu. Par ailleurs, en cas de survenance d'un événement réglementaire ("Supervisory Event" tel que
décrit à la condition 1) et jusqu'à la fin de ce dernier, les intérêts optionnels cesseront de courir et d'être dus.

- Les modalités d'absorption des pertes par réduction du montant des intérêts optionnels courus et, si cette réduction était insuffisante, par
réduction de la valeur nominale des titres sont exposées à la condition 5.

- Le montant des intérêts, qu'ils soient optionnels ou obligatoires, sera calculé sur la base de la valeur nominale des titres (déterminée, le cas
échéant, après absorption des pertes).

- L'observation des commissaires aux comptes de l'AFD relative à la partie 1 de l'annexe expose un changement de méthode comptable lié à la
première application du règlement 2002-03 du Comité de réglementation comptable relatif aux traitements comptables des risques de crédit.
Cette partie précise d'une part que pour l'établissement des comptes au 30 juin 2003, il n'a pas été identifié d'impact ni sur les capitaux propres
ni sur le résultat; et d'autre part, que s'agissant des informations à publier sur le risque de crédit, il a été nécessaire d'adapter les systèmes
d'information afin d'être en conformité avec la nouvelle réglementation, des aménagements sont en cours à la date d'arrêté des comptes et
doivent permettre de fournir l'information nécessaire pour les comptes publiables au 31 décembre 2003.
Joint Bookrunners
SG CORPORATE & INVESTMENT BANKING
BARCLAYS CAPITAL
Structuring Adviser
Senior Co-Lead Manager
DEUTSCHE BANK

The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme ("Clearstream Banking") and
Euroclear Bank SA/N.V., as operator of the Euroclear System ("Euroclear"). The Notes will on the Issue Date be inscribed (inscription en
compte) in the books of Euroclear France which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the
Notes - Form, Denomination and Title" below) including the depositary banks for Euroclear and Clearstream, Luxembourg.
The Notes will be issued in bearer form in the denomination of 1,000 each. 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.

Visa de l'AMF
En application des articles L.412-1 et L.621-8 du Code monétaire et financier, l'Autorité des Marchés Financiers a apposé sur le présent
prospectus le visa n°04-289 en date du 16 avril 2004, conformément aux dispositions du règlement COB n° 98-01. Ce document a été établi par
l'émetteur et engage la responsabilité de ses signataires. Le visa n'implique ni approbation de l'opportunité de l'opération ni authentification des
éléments comptables et financiers présentés. Il a été attribué après examen de la pertinence et de la cohérence de l'information donnée dans la
perspective de l'opération proposée aux investisseurs.
A legal notice will be published in the Bulletin des Annonces légales obligatoires on 21 April 2004

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The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all information
with respect to the Issuer, the Issuer and its subsidiaries and affiliates taken as a whole (the "Group") and the
Notes which is material in the context of the issue and offering of the Notes, the statements contained in this
Offering Circular relating to the Issuer, the Group and the Notes are in every material particular true and
accurate and not misleading, the opinions and intentions expressed in this Offering Circular with regard to the
Issuer and the Group are honestly held, have been reached after considering all relevant circumstances and are
based on reasonable assumptions, that 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 of the Notes, make any information or statement in
this Offering Circular misleading in any material respect and all reasonable enquiries have been made by the
Issuer to ascertain such facts and matters and to verify the accuracy of all such information and statements.
The Issuer accepts responsibility accordingly.
This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on behalf of the
Issuer or the 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 or sale of the Notes in certain jurisdictions,
including the United States, the United Kingdom and the Republic of France, may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer and the 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 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 or on behalf of the Issuer or the
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.
In making an investment decision regarding the Notes, prospective investors must 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. The Managers have not separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and
no responsibility or liability is accepted by the Managers or any of them (except Société Générale in its
capacity as Paris Listing Agent and only to the extent set out under "Informations relatives à l'admission à la
cote d'Euronext Paris S.A.") as to the accuracy or completeness of the information contained or incorporated
by reference in this Offering Circular or any other information provided by the Issuer in connection with the
Notes or their distribution.
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 or sold 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")).
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 Economic and Monetary
Union.
In connection with this issue Société Générale (the "Stabilising Agent") or any person acting for it 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 Stabilising Agent or any agent of it to do this. Such stabilising, if commenced, may be
discontinued at any time, must be brought to an end after a limited period and will be carried out in
compliance with all applicable laws and regulations.

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TABLE OF CONTENTS
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES......................................................... 5
INCORPORATION BY REFERENCE....................................................................................................... 10
INVESTMENT CONSIDERATIONS..........................................................................................................11
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 14
RESUME EN FRANCAIS ........................................................................................................................... 32
USE OF PROCEEDS................................................................................................................................. 45
INFORMATION RELATING TO SOLVENCY RATIOS AND ISSUES OF SECURITIES QUALIFYING
AS TIER 1 ......................................................................................................................................... 46
CAPITALISATION.................................................................................................................................... 50
AGENCE FRANCAISE DE DEVELOPPEMENT ..................................................................................... 51
RECENT DEVELOPMENTS AND OUTLOOK FOR THE FUTURE ........................................................ 62
CONSOLIDATION GROUP STRUCTURE OF THE AGENCE FRANCAISE DE DEVELOPPEMENT
GROUP AS AT 30 JUNE 2003 ........................................................................................................... 64
AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF THE ISSUER......................... 65
AUDITORS' REPORT ON THE ISSUER'S AUDITED CONSOLIDATED ANNUAL FINANCIAL
STATEMENTS .................................................................................................................................. 91
UNAUDITED CONSOLIDATED SEMI-ANNUAL FINANCIAL STATEMENTS OF THE ISSUER........ 92
AUDITORS' LIMITED REVIEW REPORT ON THE ISSUER'S UNAUDITED CONSOLIDATED SEMI-
ANNUAL FINANCIAL STATEMENTS .......................................................................................... 107
SUBSCRIPTION AND SALE.................................................................................................................. 108
GENERAL INFORMATION ....................................................................................................................110
INFORMATIONS RELATIVES A L'ADMISSION A LA COTE D'EURONEXT PARIS S.A. ..........................112

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SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included elsewhere in this Offering Circular.
Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them under "Terms and
Conditions of the Notes". Prospective investors should also consider carefully, amongst other things, the factors set out under
"Investment Considerations".
Issuer:
Agence Française de Développement (the "Issuer" or "AFD")
The Issuer is an autonomous public industrial and commercial institution
(établissement public à caractère industriel et commercial) (a public law entity)
Description:
Euro 300,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes
Eligible as Tier 1 Regulatory Capital (the "Notes")
Structuring Adviser:
Société Générale
Joint Bookrunners:
Barclays Bank PLC and Société Générale
Senior Co-Lead Manager:
Deutsche Bank AG London
Amount:
Euro 300,000,000
Issue Price:
100%
Fiscal Agent and Principal Paying Société Générale Bank & Trust S.A.
Agent in Luxembourg:
Paying Agent in Paris:
Société Générale
Method of issue:
The Notes will be issued on a syndicated basis.
Denomination: Euro
1,000
Maturity:
The Notes are undated perpetual obligations in respect of which there is no fixed
redemption date.
Form of the Notes:
The Notes are issued in dematerialised bearer form and title to the Notes will be
evidenced in accordance with article L.211-4 of the French Code monétaire et
financier by book-entries in the books of Euroclear France which shall credit,
upon issue, the accounts of the Account Holders. Transfer of Notes may only be
effected through registration of the transfer in such books. No physical document
of title will be issued in respect of the Notes.
Status of the Notes:
The Notes are Deeply Subordinated Notes (as defined in Condition 1 of the
Terms and Conditions of the Notes) issued pursuant to the provisions of article
L. 228-97 of the French Code de Commerce, as amended by law n° 2003-706 on
financial security dated 1 August 2003 and as applied mutatis mutandis to the
Issuer which is not a société (a company) but an établissement public (a public
law entity).
The principal and interest of the Notes constitute direct, unconditional,
unsecured and lowest ranking subordinated obligations (titres subordonnés de
dernier rang) of the Issuer and rank and will rank pari passu among themselves
and pari passu with all other present and future Deeply Subordinated
Obligations (as defined in Condition 1 of the Terms and Conditions of Notes) of
the Issuer, but behind the titres participatifs issued by, and prêts participatifs
granted to, the Issuer, and behind the Ordinary Subordinated Obligations and the
Unsubordinated Obligations (all as defined in Condition 1 of the Terms and
Conditions of the Notes) of or issued by the Issuer. The Notes shall rank in
priority to capital funds (dotation en capital) of the Issuer or, following a Change
of Status (as defined in Condition 1 of the Terms and Conditions of the Notes),
to any classes of share capital securities issued by the Issuer.

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The proceeds of the issue of the Notes will be treated, for regulatory purposes, as
Tier 1 Capital (fonds propres de base) within the meaning of Article 2 of
Règlement n° 90-02 dated 23 February 1990 of the Comité de la Réglementation
Bancaire et Financière, as more fully described in Condition 3 of the Terms and
Conditions of the Notes.
Negative Pledge:
There will be no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes, except, following a
Change of Status, in the case of liquidation of the Issuer as more fully described
in Condition 9.
Interest:
Each Note bears interest on its then Principal Amount (as defined in Condition 1
of the Terms and Conditions of Notes) at a fixed rate of 4.605 per cent. per
annum from (and including) 22 April 2004 to but excluding 22 April 2014,
payable annually in arrear on 22 April in each year and thereafter at a floating
rate of 1.32 per cent. per annum above the three-month EURIBOR rate from and
including 22 April 2014 payable quarterly in arrear on or about 22 April, 22 July,
22 October and 22 January in each year, as more fully described in Condition 4
of the Terms and Conditions of the Notes.
Payment of Interest:
Payment of interest will be compulsory on any Interest Payment Date (as defined
in Condition 1 of the Terms and Conditions of the Notes) in relation to which at
any time during a period of one year prior to such Interest Payment Date (i)
(absent a Change of Status) (a) if the Issuer's last consolidated accounts show a
Consolidated Net Income (as defined in Condition 1 of the Terms and Conditions
of the Notes) and provided that no Supervisory Event (as defined below) shall
have occurred during such period of one year (unless an End of Supervisory
Event (as defined below) shall have occurred during the same period), or (b) if
the Issuer has made a Contribution (as defined in Condition 1 of the Terms and
Conditions of the Notes) to the French State, or (ii) (following a Change of
Status), if the Issuer has declared or paid a dividend on its shares or if the Issuer
has redeemed, repurchased or acquired any shares, or (iii) (in any case), if the
Issuer has made a payment of any nature in respect of any other Deeply
Subordinated Obligations or any other Obligations (all as defined in Condition 1
of the Terms and Conditions of the Notes) of the Issuer that rank pari passu with
the Notes or if it has redeemed, repurchased or otherwise acquired any such
other Deeply Subordinated Obligations or any such other Obligations of the
Issuer that rank pari passu with the Notes as more fully described in Condition 4
of the Terms and Conditions.
On any other Interest Payment Date (i.e. on any Optional Interest Payment
Date), the Issuer may, at its option and following a decision of its Supervisory
Board (or, following a Change of Status, the management board), elect not to
pay interest in respect of the Notes accrued to that date, with a view to allowing
the Issuer to ensure the continuity of its activities without weakening its financial
structure. Any interest not paid on such date shall be forfeited and no longer be
due and payable by the Issuer.

In the event that a Supervisory Event has occurred during the Interest Period
immediately preceding an Optional Interest Payment Date (as defined in
Condition 1 of the Terms and Conditions of the Notes), the payment of interest
accrued in respect of the period from the immediately preceding Interest
Payment Date to the date of the occurrence of a Supervisory Event (A Interest)
shall be suspended. The amount of A Interest so suspended may be reduced in
accordance with the provisions set out in "Loss Absorption" below. No interest

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on the Notes shall accrue nor be payable by the Issuer with respect to the
remaining period until the End of the Supervisory Event (as defined below).
In respect of any Optional Interest Payment Date which occurs on or after the
End of Supervisory Event, interest on each Note will recommence accruing from
the date of End of Supervisory Event to the next succeeding Interest Payment
Date and may be paid on the next succeeding Optional Interest Payment Date,
but shall be forfeited if not paid.
Any A Interest (to the extent not reduced) may be paid on the first Optional
Interest Payment Date falling on or after the date of End of Supervisory Event,
but shall be forfeited if not paid.
Supervisory Event:
Supervisory Event means the first date of either of the following events: (i) the
risk-based consolidated capital ratio of the Issuer and its consolidated
subsidiaries and affiliates falls below the minimum percentage required by the
Applicable Banking Regulations (as defined in Condition 1 of the Terms and
Conditions of the Notes) or below any other future minimum regulatory
threshold applicable to the Issuer, or (ii) the notification by the Secrétariat
général de la Commission bancaire ("SGCB"), in its sole discretion, to the
Issuer, that it has determined, in view of the financial condition of the Issuer, that
the foregoing clause (i) would apply in the near term.
End of Supervisory Event:
End of Supervisory Event means, following a Supervisory Event, the first date of
either of the following events: (i) the risk-based consolidated capital ratio of the
Issuer and its consolidated subsidiaries and affiliates, calculated in accordance
with the Applicable Banking Regulations, complies with the minimum
percentage required in accordance with Applicable Banking Regulations or with
any other future minimum regulatory threshold applicable to the Issuer, or, if the
Supervisory Event occurred pursuant to clause (ii) of the definition of
Supervisory Event, (ii) the notification by the SGCB, in its sole discretion, to the
Issuer, that it has determined, in view of the financial condition of the Issuer, that
the circumstances which resulted in the Supervisory Event have ended.
Loss Absorption:
If the occurrence of a Supervisory Event requires a strengthening of the
regulatory capital and the strengthening measures undertaken by the Issuer are
insufficient to remedy the Supervisory Event and to set off the amount of the
Consolidated Net Loss (as defined in Condition 1 of the Terms and Conditions of
the Notes) (as set out in the latest consolidated accounts of the Issuer (whether
audited annual or unaudited semi-annual) in relation to the previous Interim
Period), the Supervisory Board (or the management board in case of Change of
Status) will implement in certain conditions a reduction of the amount of A
Interest and, if necessary, of the then Principal Amount of the Notes.
Notwithstanding any other provision of the Terms and Conditions of the Notes,
the Principal Amount (as defined in Condition 1 of the Terms and Conditions of
the Notes) of each Note shall never be reduced to an amount lower than one
cent. See Condition 5 of the Terms and Conditions of the Notes.
Reinstatement:
If a Consolidated Net Income is recorded for at least two consecutive financial
years following the End of Supervisory Event, the Issuer shall increase the then
Principal Amount of the Notes (a Reinstatement) to the extent any such
Reinstatement (either up to the Original Principal Amount or up to any other
amount lower than the Original Principal amount (all as defined in Condition 1
of the Terms and Conditions of the Notes)) does not trigger the occurrence of a
Supervisory Event as more fully described in Condition 5(b) of the Terms and
Conditions of the Notes. For the avoidance of doubt, the total amount of the

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Consolidated Net Income shall be used to make the Reinstatement, to the extent
such Reinstatement does not exceed the amount of the Consolidated Net Income
and any such Reinstatement does not trigger the occurrence of a Supervisory
Event.

Following a Reinstatement the Principal Amount of the Notes may never be
greater than the Original Principal Amount of the Notes.

However, in any event, whether or not a Return of Financial Health (as defined
in Condition 5(b) of the Terms and Conditions of the Notes) has occurred, the
Issuer shall increase the then Principal Amount of the Notes up to the Original
Principal Amount prior to (i) (absent a Change of Status) making a Contribution
to the French State or (ii) (following a Change of Status), any declaration or
payment of a dividend on the shares of the Issuer or any redemption, repurchase
or acquisition of any shares of the Issuer, (iii) (whether before or after a Change
of Status) any payment of any nature (other than a payment of interest on a
Compulsory Interest Payment Date) by the Issuer on other Deeply Subordinated
Obligations or Obligations that rank pari passu with the Notes or any optional
redemption or repurchase by the Issuer of the Notes or any other Deeply
Subordinated Obligations or Obligations that rank pari passu with the Notes as
more fully described in Condition 5(b) of the Terms and Conditions of the Notes.
In all cases, any Reinstatement shall not exceed the amount of the latest
Consolidated Net Income of the Issuer.
Early Redemption:
The Notes are undated perpetual obligations in respect of which there is no fixed
redemption date. However, the Notes may be redeemed (in whole but not in part)
on 22 April 2014 and on any Interest Payment Date thereafter, at the option of
the Issuer.
The Issuer will also have the right to redeem the Notes (in whole but not in part),
for certain tax and regulatory reasons, or if the Issuer is no longer a Credit
Institution (as defined in Condition 1 of the Terms and Conditions of the Notes).
In certain circumstances for tax reasons, the Issuer will be required to redeem the
Notes, as more fully described in Condition 6(b) of the Terms and Conditions.
If the Issuer has been dissolved and its rights and obligations (including the
Notes) have been transferred directly to the French State, the French State will
have the right to redeem the Notes.
Early redemption is subject to the prior approval of the SGCB except when the
Issuer is no longer a Credit Institution or when the rights and obligations
(including the Notes) have been transferred directly to the French State.
Taxation:
The Notes will, upon issue, benefit from an exemption from deduction of tax at
source. If French law shall require any such deduction, the Issuer shall, to the
extent permitted by law and subject to certain exceptions, pay additional
amounts.
See Condition 8 of the Terms and Conditions of the Notes.
Representation of Noteholders:
The Noteholders will be grouped automatically for the defence of their
respective common interests in a masse governed by the provisions of the French
Code de commerce and by French décret no. 67-236 of 23 March, 1967 subject
to certain exceptions and provisions. See Condition 10 of the Terms and
Conditions of the Notes.

8

Use of proceeds:
The net proceeds of the issue of the Notes amount to Euro 300,000,000 and will
be used by the Issuer to strengthen its equity in order to cover, in terms of its
control ratio for major risks, the increase of its loan activity, in line with
guidelines set out by the French government.
Initial Delivery of the Notes:
At least one Paris business day before the issue date of the Notes, a Lettre
Comptable relating to the Notes shall be deposited with Euroclear France as
central depositary.
Clearing Systems:
The Notes have been accepted for clearance through Euroclear France and
Clearstream, Luxembourg and Euroclear.
Listings:
Application has been made to list the Notes on the Premier Marché of Euronext
Paris S.A. and the Luxembourg Stock Exchange.
Selling Restrictions:
There are restrictions on the sale of the Notes and the distribution of offering
material in various jurisdictions.
Ratings:
The Notes have been assigned a rating of AA by Standard & Poor's Ratings
Services and AA+ by Fitch Ratings. A rating is not a recommendation to buy,
sell or hold securities and may be subject to revision, suspension, reduction or
withdrawal at any time by the relevant rating agency.
Governing Law:
French law

9

INCORPORATION BY REFERENCE
The audited non-consolidated and consolidated financial statements of the Issuer as at, and for the years
ended, 31 December 2001 and 2002 and the related notes thereto, and the unaudited consolidated financial
statements of the Issuer as at, and for the six month period ended, 30 June 2003 and the related notes thereto,
are incorporated by reference in this Offering Circular. Copies of such financial statements and the Document
de Référence/Financial Report relating to the Issuer filed with the Commission des opérations de bourse on
14 May 2003 under no. D.03-0697 may be obtained, free of charge, at the specified office of each of the
Paying Agents set out below during normal business hours so long as any of the Notes is outstanding, as
described in "General Information" below.
For Euronext Paris S.A. listing purposes, the Document de Référence/Financial Report relating to the Issuer
filed with the Commission des opérations de bourse on 14 May 2003 under no. D.03-0697, incorporating the
audited non-consolidated and consolidated financial statements of the Issuer as at, and for the years ended,
31 December 2001 and 2002 and the related notes thereto, is the sole document incorporated herein by
reference. Copies of the Document de Référence/Financial Report are available without charge on request at
the registered office of the Issuer.

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