Obligation CNP Assure 7.375% ( FR0011034065 ) en GBP

CNP Assure

100 % ⇌

France

FR0011034065 ( en GBP )

7.375% par an ( paiement annuel )

30/09/2041 - Obligation échue

Prospectus brochure de l'obligation CNP Assurances FR0011034065 en GBP 7.375%, échue

100 000 GBP

300 000 000 GBP

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 GBP, avec le code ISIN FR0011034065, paye un coupon de 7.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/09/2041

Prospectus dated 5 April 2011

CNP ASSURANCES
GBP300,000,000 Fixed to Floating Rate Subordinated Notes due 2041
Issue Price: 99.298 per cent.
The GBP300,000,000 Fixed to Floating Rate Subordinated Notes due 2041 (the Notes) of CNP Assurances (CNP Assurances or the Issuer) will
be issued outside the Republic of France on 7 April 2011 (the Issue Date).
The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute (subject to certain limitations described
in "Terms and Conditions of the Notes - Status of the Notes Payment on the Notes in the Event of Liquidation of the Issuer") direct,
unconditional, unsecured and Ordinary Subordinated Obligations of the Issuer and rank and shall at all times rank without any preference among
themselves (save for certain obligations required to be preferred by French law) and equally and rateably with any other existing or future Ordinary
Subordinated Obligations of the Issuer, in priority to all existing and future Equity Securities of, Undated Junior Subordinated Obligations of, Dated
Junior Subordinated Obligations of, prêts participatifs granted to, and titres participatifs issued by, the Issuer, but behind Unsubordinated
Obligations of the Issuer as set out in the "Terms and Conditions of the Notes - Status of the Notes".
The Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 30 September 2021 (the First Call Date), at a fixed rate of
7.375 per cent. per annum, payable annually (except with respect to the first payment of interest which shall relate to an interest period of less than
one year) in arrear on or about 30 September in each year commencing on 30 September 2011 until (and including) the First Call Date, and
(ii) from (and including) the First Call Date at a floating rate calculated on the basis of 12-month Libor plus a margin of 4.482 per cent. per annum,
payable annually in arrear on or about 30 September in each year commencing on or about 30 September 2022.
Payment of interest on the Notes may at the option of the Issuer, or shall, be deferred under certain circumstances, as set out in "Terms and
Conditions of the Notes - Interest - Interest Deferral".
The Issuer will have the right to redeem the Notes in whole, but not in part, on the First Call Date or on any Floating Interest Payment Date
thereafter, as defined and further described in "Terms and Conditions of the Notes - Redemption and Purchase - Optional Redemption". The Issuer
may also, at its option, redeem the Notes upon the occurrence of certain events, including a Gross-up Event, a Tax Deductibility Event, a
Regulatory Event, and a Rating Methodology Event, as further described in "Terms and Conditions of the Notes - Redemption and Purchase".
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the AMF) in France in its capacity as competent
authority pursuant to Article 212-2 of its Règlement Général which implements the Directive 2003/71/EC of 4 November 2003 (the Prospectus
Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive)).
Application has been made to Euronext Paris for the Notes to be listed and admitted to trading on Euronext Paris. Euronext Paris is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets issued by the
European Commission (a Regulated Market).
The Notes will be issued in bearer dematerialised form (au porteur) in the denomination of GBP100,000. The Notes will at all times be in book-
entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of title (including
certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Notes. The Notes
will, upon issue, be inscribed in the books of Euroclear France (Euroclear France) which shall credit the accounts of the Account Holders.
Account Holder shall mean any financial intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with
Euroclear France, and includes Euroclear Bank S.A./N.V. (Euroclear) and the depositary bank for Clearstream Banking, société anonyme
(Clearstream, Luxembourg).
The Notes are expected to be rated A by Standard & Poor's Ratings Services (Standard & Poor's). Standard & Poor's is established in the
European Union and has applied to be registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies, although the result of such application has not yet been notified by the relevant competent authority. A
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning
rating agency.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this Prospectus, in connection
with any investment in the Notes.
Global Coordinator
BNP Paribas
Joint Bookrunners
Barclays Capital
BNP Paribas
Deutsche Bank
Natixis
UBS Investment Bank
Joint Lead Managers
Barclays Capital
BNP Paribas
UBS Investment Bank

This Prospectus should be read and construed in conjunction with any supplement that may be published
from time to time and with all documents incorporated by reference herein (see "Documents Incorporated by
Reference") (together, the Prospectus).
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 as amended and the relevant implementing
measures in France, in respect of, and for the purposes of giving information with regard to, the Issuer and
the Group (as defined below) and the Notes which, according to the particular nature of the Issuer and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer and the Group.
Certain information contained in this Prospectus and/or documents incorporated herein by reference has
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
References herein to the Issuer are to CNP Assurances. References to the Group are to the Issuer, together
with its fully consolidated subsidiaries taken as a whole.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus 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
Joint Bookrunners (each as defined in "Subscription and Sale "). Neither the delivery of this Prospectus nor
any offering or 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 those of the Group since the date hereof or the date
upon which this Prospectus has been most recently supplemented or that there has been no adverse change
in the financial position of the Issuer or that of the Group since the date hereof or the date upon which this
Prospectus has been most recently supplemented or that any other information supplied in connection with
the issue of the Notes is correct as of any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Joint Bookrunners do not represent that this Prospectus may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Joint Bookrunners which would permit a public offering of the Notes or distribution of this Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly
or indirectly, and neither this Prospectus nor any offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations and the Joint Lead Managers (each as defined in "Subscription and Sale ") have represented
that all offers and sales by them will be made on the same terms. Persons into whose possession this
Prospectus comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to
observe any such restriction. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the United Kingdom, France and Italy, see the section entitled
"Subscription and Sale".
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS, NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT IN TRANSACTIONS EXEMPT FROM

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OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. FOR A DESCRIPTION OF
CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE".
The Joint Bookrunners have not separately verified the information contained in this Prospectus. None of the
Joint Bookrunners makes any representation, warranty or undertaking, express or implied, or accepts any
responsibility or liability, with respect to the accuracy or completeness of any of the information contained
or incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the issue and sale of the Notes. Neither this Prospectus nor any information incorporated by
reference in this Prospectus is intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by the Issuer or the Joint Bookrunners that any recipient of this
Prospectus or any information incorporated by reference should subscribe for or purchase the Notes. In
making an investment decision regarding the Notes, prospective investors must rely on their own
independent investigation and appraisal of the (a) the Issuer, the Group, its business, its financial condition
and affairs and (b) the terms of the offering, including the merits and risks involved. The contents of this
Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should
subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of an
investment in the Notes. None of the Joint Bookrunners undertakes to review the financial condition or
affairs of the Issuer or the Group after the date of this Prospectus nor to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Joint Bookrunners. Potential
investors should, in particular, read carefully the section entitled "Risk Factors" set out below before making
a decision to invest in the Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Joint Bookrunners that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any person to
subscribe for or to purchase any Notes.
The consolidated financial statements of the Issuer and the Group for the years ended 31 December 2010
and 31 December 2009 have been prepared in accordance with IFRS as adopted by the European Union.
In connection with this issue, BNP Paribas (the Stabilising Manager) (or persons acting on behalf of the
Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail but in doing so each Stabilising
Manager shall act as principal and not as agent of the Issuer. However, there is no assurance that the
Stabilising Manager (or persons acting on their behalf) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the Issue Date and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-
allotment must be conducted by the Stabilising Manager (or person(s) acting on their behalf) in accordance
with all applicable laws and rules. As between the Issuer and the Stabilising Manager, any loss resulting
from over-allotment and stabilisation shall be borne, and any profit arising therefrom shall be retained, by
the Stabilising Manager.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to £, Sterling or
GBP are to pounds sterling, the currency for the time being of the United Kingdom and references to ,
Euro, and EUR are to the single currency of the participating member states of the European Economic and
Monetary Union which was introduced on 1 January 1999.

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FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements
with respect to the Issuer's business strategies, expansion and growth of operations, plans or objectives,
trends in its business, competitive advantage and regulatory changes, based on certain assumptions and
include any statement that does not directly relate to a historical fact or current fact. Forward-looking
statements are typically identified by words or phrases such as, without limitation, "anticipate", "assume",
"believe", "continue", "estimate", "expect", "foresee", "intend", "project", "anticipate", "seek", "may
increase" and "may fluctuate" and similar expressions or by future or conditional verbs such as, without
limitation, "will", "should", "would" and "could." Undue reliance should not be placed on such statements,
because, by their nature, they are subject to known and unknown risks, uncertainties, and other factors and
actual results may differ materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Please refer to the section entitled "Risk Factors" below.
The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statement contained herein to reflect any change in the Issuer's expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is based.

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TABLE OF CONTENTS
Section
Page
Risk Factors........................................................................................................................................................6
General Description of the Notes .....................................................................................................................15
Documents on Display .....................................................................................................................................25
Information incorporated by reference .............................................................................................................26
Terms and Conditions of the Notes ..................................................................................................................30
Use of Proceeds ................................................................................................................................................49
Description of the Issuer...................................................................................................................................50
Taxation..........................................................................................................................................................123
Subscription and Sale .....................................................................................................................................125
General Information .......................................................................................................................................127
Persons responsible for the information contained in the prospectus.............................................................129

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
Prior to making an investment decision, prospective investors in the Notes offered hereby should consider
carefully, among other things and in light of their financial circumstances and investment objectives, all the
information contained in this Prospectus and, in particular, the risks factors set forth below and should
consult their own financial and legal advisers about risks associated with investment in the Notes and the
suitability of investing in the Notes.
Each of the risks highlighted below could have a material adverse effect on the business, operations,
financial conditions or prospects of the Issuer or the Group, which in turn could have a material adverse
effect on the amount of principal and interest which investors will receive in respect of the Notes. In
addition, each of the risks highlighted below could adversely affect the trading price of the Notes or the
rights of investors under the Notes and, as a result, investors could lose some or all of their investment.
Words and expressions defined in the section entitled "Terms and Conditions of the Notes" herein shall have
the same meanings in this section. For the purpose of this section, the Group is defined as the Issuer and its
fully consolidated subsidiaries.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
RISK FACTORS RELATING TO THE ISSUER
The following is an overview of the risk factors relating to the Issuer which are set out (i) on pages 110 to
129 of the 2010 Consolidated Financial Statements (as defined in the section entitled "Information
Incorporated By Reference") which are incorporated by reference and (ii) on pages 55 to 59 and 74 to 86 of
this Prospectus).
Credit risks
- Exposures to sovereign debt issuers (in particular, following Greek debt crisis, Ireland, Portugal, Spain and
Italy) in spite of the creation of an EU bail-out mechanism may negatively impact he business and
profitability of CNP Assurances.
Risks relating to the financial markets and interest rates
- A decline or increased volatility in the financial markets may adversely affect the business and profitability
of CNP Assurances (notably including through unit-linked contracts with guaranteed yield).
- Interest rate volatility (including fall or increase in interest rates) may adversely affect the profitability of
CNP Assurances.

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Risks relating to credit of counterparties
- Losses due to defaults and impairment of investment assets could negatively affect the value of the
investments of CNP Assurances and reduce its profitability.
Risks relating to the insurance industry
- The insurance products of CNP Assurances give rise to risks linked to the following undertakings:
- mainly technical for the personal risk products,
- mainly financial for the savings products,
- financial and technical for the pension products.
- The financial results of CNP Assurances may be materially adversely affected by the occurrence of
catastrophes.
- CNP Assurances's reinsurance program may not be adequate to protect CNP Assurances against potential
losses.
- The insurance business is subject to extensive regulation in the various countries where CNP Assurances
operates and changes in existing or new regulations may have an adverse effect on the business, financial
conditions or results of operations of CNP Assurances.
- CNP Assurances may face increased competition in many of its business lines as a result of ongoing
consolidation.
Risks relating to operations
- CNP Assurances and its subsidiaries may be involved in a certain number of legal, administrative or
regulatory proceedings in the normal course of their business.
- Inadequate or failed processes or systems, human factors or external events may adversely affect the
profitability, reputation or operational efficiency of CNP Assurances.
RISK FACTORS RELATING TO THE NOTES
1.
General Risks relating to the Notes
Independent review and advice
Each prospective investor in the Notes must determine, based on its own independent review and
such professional advice as it deems appropriate under the circumstances, that its acquisition of the
Notes is fully consistent with its financial needs, objectives and condition, complies and is fully
consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper
and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in
or holding the Notes.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Notes. A prospective investor may not rely on the Issuer or the Joint Bookrunners
or any of their respective affiliates in connection with its determination as to the legality of its
acquisition of the Notes or as to the other matters referred to above.

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The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand alone
investments. They purchase complex financial instruments as a way to reduce risk or enhance yield
with an understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in the Notes unless it has the expertise (either alone or with a financial
adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on
the value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
Legality of purchase
Neither the Issuer, the Joint Bookrunners nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Notes by a prospective investor, whether
under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if
different), or for compliance by that prospective investor with any law, regulation or regulatory
policy applicable to it.
Modification, waivers and substitution
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined majorities to
bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and
Noteholders who voted in a manner contrary to the majority.
Regulatory and legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be
used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or
pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate

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regulators to determine the appropriate treatment of the Notes under any applicable risk-based
capital or similar rules.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and practices of the country
where the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of
the tax authorities or court decisions may be available for financial instruments such as the Notes.
The tax impact on Noteholders generally in France and as a result of the entry into force of the EU
Directive 2003/48/EC on the taxation of savings income is summarised under the section entitled
"EU Savings Directive" below; however, the tax impact on an individual Noteholder may differ from
the situation described for Noteholders generally. Potential investors cannot rely upon such tax
summary contained in this Prospectus but should ask for their own tax adviser's advice on their
individual taxation with respect to the acquisition, holding, sale and redemption of the Notes. Only
this adviser is in a position to duly consider the specific situation of the potential investor. This
investment consideration has to be read in connection with the taxation sections of this Prospectus.
EU Savings Directive
On 3 June 2003, the European Council of Economics and Finance Ministers adopted a directive
2003/48/EC on the taxation of savings income under the form of interest payments (the Savings
Directive). The Savings Directive requires Member States, to provide to the tax authorities of other
Member States details of payments of interest and other similar income made by a paying agent
located within their jurisdiction to an individual resident in that other Member State and to certain
limited types of entities established in that other Member State, except that, for a transitional period,
Luxembourg and Austria will instead withhold an amount on interest payments unless the relevant
beneficial owner elects otherwise and authorises the paying agent to disclose the above information
(see "Taxation").
Pursuant to the Terms and Conditions of the Notes, if a payment were to be made or collected
through a Member State which has opted for a withholding system under the Savings Directive and
an amount of, or in respect of, tax is withheld from that payment, neither the Issuer nor any Paying
Agent nor any other person would be obliged to pay additional amounts with respect to any Note, as
a result of the imposition of such withholding tax. In addition, the Issuer will be required to maintain
a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the
Savings Directive.
The European Commission has proposed certain amendments to the Savings Directive which may, if
implemented, amend or broaden the scope of the requirements described above.
Change of law
The Terms and Conditions of the Notes are based on French laws in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
French laws or administrative practice or in the official application or interpretation of French law
after the date of this Prospectus.
French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the Assembly) in order to defend their common interests if a preservation
(procédure de sauvegarde or procédure de sauvegarde financière accélérée) or a judicial
reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer.

9

The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes) and
regardless of their governing law.
The Assembly deliberates on the draft safeguard (projet de plan de sauvegarde) or judicial
reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree
to:
-
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling and/or writing-off debts;
-
establish an unequal treatment between holders of debt securities (including the Noteholders)
as appropriate under the circumstances; and/or
-
decide to convert debt securities (including the Notes) into shares or securities that give or
may give access to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the
debt securities held by the holders attending such Assembly or represented thereat). No quorum is
required on convocation of the Assembly.
For the avoidance of doubt, the provisions relating to the Representation of the Noteholders
described in the Terms and Conditions of the Notes set out in this Prospectus will not be applicable
in these circumstances.
Liquidity risks and market value of the Notes
The development or continued liquidity of any secondary market for the Notes will be affected by a
number of factors such as general economic conditions, political events in France or elsewhere,
including factors affecting capital markets generally and the stock exchanges on which the Notes or
the reference rate are traded, the financial condition and the creditworthiness of the Issuer and/or the
Group, and the value of any applicable reference rate, as well as other factors such as the complexity
and volatility of the reference rate, the method of calculating the return to be paid in respect of such
Notes, the outstanding amount of the Notes, any redemption features of the Notes and the level,
direction and volatility of interest rates generally. Such factors also will affect the market value of
the Notes. Therefore, investors may not be able to sell their Notes easily or at prices that will provide
them with a yield comparable to similar investments that have a developed secondary market, and in
extreme circumstances such investors could suffer loss of their entire investment.
No active secondary market
The Notes may be designed for specific investment objectives or strategies and therefore may have a
more limited secondary market and experience more price volatility than conventional debt
securities.
In addition, investors may not be able to sell Notes readily or at prices that will enable investors to
realise their anticipated yield. No investor should purchase Notes unless the investor understands and
is able to bear the risk that certain Notes will not be readily sellable, that the value of Notes will
fluctuate over time and that such fluctuations will be significant.
The price at which a Noteholder will be able to sell the Notes prior to redemption by the Issuer may
be at a discount, which could be substantial, from the issue price or the purchase price paid by such
purchaser. The historical market prices of the reference rate should not be taken as an indication of
the reference rate's future performance during the life of the Notes.

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