Obligation Sud-France Autoroutes 3.856% ( FR0011273440 ) en EUR

Sud-France Autoroutes

100 % ⇌

France

FR0011273440 ( en EUR )

3.856% par an ( paiement annuel )

25/06/2023 - Obligation échue

Prospectus brochure de l'obligation Autoroutes du Sud de la France FR0011273440 en EUR 3.856%, échue

Autoroutes du Sud de la France (ASF) est une société concessionnaire d'autoroutes française, filiale de VINCI Autoroutes, gérant un réseau de plus de 2 000 kilomètres dans le sud de la France.

L'Obligation émise par Sud-France Autoroutes ( France ) , en EUR, avec le code ISIN FR0011273440, paye un coupon de 3.856% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/06/2023

BASE PROSPECTUS

(incorporated as a société anonyme in France)
Euro 14,000,000,000
Euro Medium Term Note Programme
Due from one year from the date of original issue
Under the Euro Medium Term Note Programme (the Programme) described in this base prospectus (the Base Prospectus), Autoroutes du Sud de la France
(the Issuer or Autoroutes du Sud de la France or ASF), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
Euro Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 14,000,000,000 (or the equivalent
in other currencies).
This Base Prospectus has been approved by the Commission de surveillance du secteur financier (CSSF), as competent authority in Luxembourg under
Regulation (EU) 2017/1129 dated 14 June 2017, as amended (the Prospectus Regulation). The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the Issuer nor of the quality of the Notes that are the subject of this Base Prospectus. In line with the provisions of Article 6(4) of the loi relative
aux prospectus pour valeurs mobilières dated 16 July 2019, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction
and the quality or solvency of the Issuer. Investors should make their own assessment on the opportunity to invest in such Notes. This Base Prospectus is valid
until 15 July 2022 and shall be completed by a supplement pursuant to Article 23 of the Prospectus Regulation in the event of significant new factor, material
mistake or material inaccuracy. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material
inaccuracy does not apply when this Base Prospectus is no longer valid.
Application will be made to the Luxembourg Stock Exchange while this Base Prospectus is valid for Notes issued under the Programme to be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market, which is a regulated market
for the purposes of Directive 2014/65/EU on markets in financial instruments, as amended (a Regulated Market). However, Notes issued pursuant to the
Programme may also be unlisted or listed and admitted to trading on any other market, including any Regulated Market in any member state of the European
Economic Area (the EEA). The relevant final terms (the Final Terms) (a form of which is contained herein) in respect of the issue of any Notes will specify
whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated Market.
Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised form (Materialised Notes), as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L. 211-3 et seq. and R. 211-1 et seq. of the French Monetary and
Financial Code (Code monétaire et financier). No physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear
France (Euroclear France) (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes
- Form, Denomination, Title and Redenomination") including Euroclear Bank SA/NV (Euroclear) and the depositary bank for Clearstream Banking, S.A.
(Clearstream) or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition
1(c)(iv)), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the registration agent (designated
in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of
the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a Temporary Global Certificate) will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate
will be exchanged for Definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached, on or after a date expected to be on
or about the fortieth (40th) day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of
Materialised Bearer Notes") upon certification as to non U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined in "General Description of the Programme") intended to be cleared through Euroclear
and/or Clearstream, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream and (b) in the case of a Tranche
intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be deposited
as agreed between the Issuer and the relevant Dealer (as defined below).
The Programme has been rated A- by S&P Global Ratings Europe Limited (S&P)1 and A3 by Moody's Investors Service España, S.A. (Moody's)2. The Issuer
has been rated A- (stable) by S&P and A3 (stable) by Moody's. Notes issued under the Programme may be rated or unrated. Notes, whether Unsubordinated or
Subordinated (all as defined in "General Description of the Programme"), will have such rating, if any, as is assigned to them by the relevant rating organisation
as specified in the relevant Final Terms. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating
agency. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be (1) issued or endorsed by a credit rating agency established
in the EEA and registered or certified under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit
rating agencies, as amended (the EU CRA Regulation), or by a credit rating agency which is certified under the EU CRA Regulation and/or (2) issued or
endorsed by a credit rating agency established in UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the UK CRA Regulation) or by a credit rating agency which is certified under the UK
CRA Regulation will be disclosed in the Final Terms. The list of credit rating agencies registered in accordance with the EU CRA Regulation is published on
the European Securities and Markets Authority's website (the ESMA) (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). As of the date of
the Base Prospectus, S&P and Moody's are established in the European Union and registered under the EU CRA Regulation. In general, UK regulated investors
are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the UK and registered under the
UK CRA Regulation or (1) the rating is provided by a credit rating agency not established in the UK but is endorsed by a credit rating agency established in
the UK and registered under the UK CRA Regulation or (2) the rating is provided by a credit rating agency not established in the UK which is certified under
the UK CRA Regulation.
See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.

1 According to S&P's rating system, an obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated
categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. The addition of pluses and minuses provides further distinctions within the ratings range.
2 According to Moodys' rating system, obligations rated "A" are judged to be upper- medium grade with low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from "Aa" through "Caa". The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates a ranking in the lower end of that generic rating category.
1

Arranger
NATIXIS
Dealers
BARCLAYS
BBVA
BNP PARIBAS
COMMERZBANK
CRÉDIT AGRICOLE CIB
HSBC
IMI INTESA SANPAOLO
ING
MIZUHO SECURITIES
MUFG
NATIXIS
NATWEST MARKETS
RBC CAPITAL MARKETS
SANTANDER CORPORATE & INVESTMENT BANKING
SMBC NIKKO
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT
BANKING
UNICREDIT
The date of this Base Prospectus is 15 July 2021
2

This Base Prospectus (together with all supplements thereto from time to time), constitutes a base prospectus for
the purposes of Article 8 of Regulation 2017/1129/EU dated 14 June 2017 (the Prospectus Regulation) and contains
or incorporates by reference all relevant information concerning the Issuer which is necessary to enable investors
for making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects
of the Issuer and its subsidiaries (together with the Issuer, the Group), as well as the terms and conditions of the
Notes to be issued under the Programme. The terms and conditions applicable to each Tranche (as defined in
"General Description of the Programme") not contained herein (including, without limitation, the aggregate
nominal amount, issue price, redemption price thereof, and interest, if any, payable thereunder) will be
determined by the Issuer and the relevant Dealer(s) at the time of the issue on the basis of the then prevailing
market conditions and will be set out in the relevant Final Terms.
References in this Base Prospectus to Permanent Dealers are to the persons listed above as Dealer and to such
additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment
has not been terminated) and to Dealers are to all Permanent Dealers and all persons appointed as a dealer in
respect of one or more Tranches.
This Base Prospectus is to be read and construed in conjunction with any document and/or information which
is or may be incorporated herein by reference in accordance with Article 19 of the Prospectus Regulation (see
"Documents Incorporated by Reference" below) and each of which shall be incorporated in, and form part of
this Base Prospectus in relation to any Series (as defined in "General Description of the Programme") of Notes.
No person has been authorised to give any information or to make any representation other than those contained
in this Base 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 Dealers or the
Arranger (each as defined in "General Description of the Programme"). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which
this Base Prospectus has been most recently supplemented or that there has been no adverse change in the
financial position of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus
has been most recently supplemented or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
Certain information contained in this Base Prospectus and/or documents incorporated herein by reference have
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.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not
been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or
with any securities regulatory authority of any state or other jurisdiction of the United States and may include
Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or, in the case of Materialised Notes in bearer form, delivered, within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)) or, in the case of Materialised Notes in bearer form, the U.S. Internal Revenue Code of 1986, as
amended (the U.S Internal Revenue Code and the regulations thereunder). The Notes are being offered and sold
outside the United States in offshore transactions to non-U.S. persons in reliance on Regulation S. For a
description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers
or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations contained or
incorporated by reference in this Base Prospectus. None of the Dealers or the Arranger makes any
representation, express or implied, or accepts any responsibility, with respect to the sincerity, accuracy or
completeness of any of the information or representations in this Base Prospectus. Neither this Base Prospectus
nor any other information supplied in connection with the Programme (including any information incorporated
by reference) (i) are intended to provide the basis of any credit or other evaluation and (ii) should not be
3

considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme (including financial statements)
should purchase the Notes. Each prospective investor of Notes should determine for itself the relevance of the
information contained or incorporated by reference in this Base Prospectus and its purchase of Notes should be
based upon such investigation as it deems necessary. None of the Dealers or the Arranger has reviewed or
undertakes to review the financial condition or financial affairs of the Issuer or the Group during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes
of any information coming to the attention of any of the Dealers or the Arranger.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the single currency of the participating member states of the European Economic and
Monetary Union which was introduced on 1 January 1999, references to "$", "USD" and "U.S. Dollars" are to
the lawful currency of the United States of America, references to "¥", "JPY", "Japanese yen" and "Yen" are
to the lawful currency of Japan and references to "Swiss francs" or "CHF" are to the lawful currency of
Switzerland.
In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in such
table are due to rounding.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (MiFID II); or (ii) a customer within the meaning
of Directive (EU) 2016/97, as amended (the Insurance Distribution Directive), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014, as amended (the PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to retail investors in the EEA may
be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue
of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes
or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines published
by ESMA on 5 February 2018, and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, selling or recommending the Notes (a Distributor) should take into consideration such
determination; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels. A determination will be made in relation to each issue about whether, for the
purpose of the MiFID II Product Governance rules under EU Delegated Directive 2017/593 (the MiFID II Product
Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID II Product Governance Rules. For the avoidance of doubt, the Issuer is not a MiFID II regulated
entity and does not qualify as a distributor or a manufacturer under the MiFID II Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines on MiFID
II product governance requirements published by ESMA on 5 February 2018 (in accordance with the FCA's
4

policy statement entitled "Brexit our approach to EU non-legislative materials"), and which channels for
distribution of the Notes are appropriate. Any distributor (as defined above) should take into consideration the
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels. A determination will be made in relation to each
issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for
any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor any Dealer nor any
of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
For the avoidance of doubt, the Issuer is not a UK MiFIR regulated entity and does not qualify as a distributor
or a manufacturer under the UK MiFIR Product Governance Rules.

5

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 7
RISK FACTORS ................................................................................................................................................... 13
IMPORTANT CONSIDERATIONS ..................................................................................................................... 29
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 31
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS ................... 34
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................................. 35
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 36
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES 99
USE OF PROCEEDS .......................................................................................................................................... 100
DESCRIPTION OF THE ISSUER ...................................................................................................................... 101
RECENT DEVELOPMENTS ............................................................................................................................. 124
DOCUMENTS ON DISPLAY ............................................................................................................................ 125
SUBSCRIPTION AND SALE ............................................................................................................................ 126
FORM OF FINAL TERMS ................................................................................................................................. 129
GENERAL INFORMATION .............................................................................................................................. 152

6

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and should be read together with
this Base Prospectus from which it is taken from, and is qualified in its entirety by the remainder of this Base Prospectus.
The Notes will be issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and will be
subject to the Terms and Conditions of the Notes set out on pages 36 to 98 of this Base Prospectus as completed by the
applicable Final Terms.
This General Description constitutes a general description of the Programme for the purposes of Article 25.1(b) of
Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended. It does not, and is not intended to,
constitute a summary of this Base Prospectus within the meaning of Article 7 of the Prospectus Regulation or any
implementing regulation thereof.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meaning in this
general description of the Programme.
Issuer:
Autoroutes du Sud de la France
Risk factors :
There are certain factors that may affect the Issuer's ability to fulfill its obligations under
the Notes issued under the Programme. These are set out under Risk Factors relating to
the Issuer and its operations below.
There are certain factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme including general risks relating to the
Notes and risks related to the structure of a particular issue of Notes. These are set out
under Risk Factors relating to the Notes below.
Description:
Euro Medium Term Note Programme for the issue of Notes (the Programme)
Arranger:
Natixis
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
Barclays Bank Ireland PLC
BNP Paribas
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
HSBC Continental Europe
ING Bank N.V., Belgian Branch
Intesa Sanpaolo S.p.A.
Mizuho Securities Europe GmbH
MUFG Securities (Europe) N.V.
Natixis
NatWest Markets N.V.
SMBC Nikko Capital Markets Europe GmbH
Société Générale
RBC Capital Markets (Europe) GmbH
RBC Europe Limited
UniCredit Bank AG

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

Programme Limit:
Euro 14,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate
nominal amount of Notes outstanding at any one time.
The amount of the Programme may be increased from time to time in accordance with the
terms of the Dealer Agreement (as defined under "Subscription and Sale" below).
7

Fiscal Agent,
BNP Paribas Securities Services.
Principal Paying
Agent,
Redenomination
Agent,
Consolidation Agent
and Calculation
Agent:
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis.
Maturities:
Subject to compliance with all applicable relevant laws, regulations and directives, any
maturity from one year from the date of original issue.
An extended maturity date may be specified in the relevant Final Terms of a Series of
Notes in accordance with the applicable Conditions.
Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes may be
issued in any currency agreed between the Issuer and the relevant Dealers.
Denomination(s):
The Notes will be issued in such denomination(s) as may be agreed between the Issuer and
the relevant Dealer save that the minimum denomination of each Note admitted to trading
on a Regulated Market in circumstances which require the publication of a prospectus
under the Prospectus Regulation will be 100,000 (or, if the Notes are denominated in a
currency other than euro, the equivalent amount in such currency at the issue date) or such
other higher amount as may be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations applicable to the relevant
Specified Currency.
Dematerialised Notes will be issued in one denomination only.
Status of the
Unsubordinated notes (Unsubordinated Notes) will constitute direct, general,
Unsubordinated
unconditional, unsecured (subject to the provisions of Condition 4 (Negative Pledge)) and
Notes:
unsubordinated obligations of the Issuer and will rank pari passu and without any
preference among themselves and (subject to such exceptions as are from time to time
mandatory under French law) equally and rateably with all other present or future
unsecured and unsubordinated obligations of the Issuer.
Status of the
Subordinated notes (Subordinated Notes) will be unsecured subordinated obligations of
Subordinated Notes: the Issuer and will rank pari passu and without any preference among themselves and pari
passu with any other unsecured subordinated obligations of the Issuer but in priority to
any prêts participatifs granted to the Issuer as set out in Condition 3(b) (Status of
Subordinated Notes).

If so specified in the relevant Final Terms, the payment of interest in respect of
Subordinated Notes without a specified maturity date (Undated Subordinated Notes)
may be deferred in accordance with the provisions of Condition 5(i) (Interest and Other
Calculations).
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated Notes as set out in Condition
4 (Negative Pledge).
Events of Default
There will be events of default, including cross-default, in respect of Unsubordinated
(including cross
Notes as set out in Condition 9(a) and limited events of default only in respect of
default):
Subordinated Notes as set out in Condition 9(b) (Events of Default).
Redemption
The relevant Final Terms will specify the redemption amounts payable calculated on the
Amount:
basis as specified in the Conditions.
Redemption by
The Final Terms issued in respect of each issue of Notes that are redeemable in two or
Instalments:
more instalments will set out the dates on which, and the amounts in which, such Notes
may be redeemed.
Optional
The Final Terms issued in respect of each issue of Notes will state whether such Notes
Redemption:
may be redeemed prior to their stated maturity, as may be extended, at the option of the
8

Issuer (either in whole or in part) and/or the Noteholders and if so the terms applicable to
such redemption, in accordance with the provisions of the Conditions.
Early Redemption:
Except as provided in "Optional Redemption" above and "Residual Maturity Call Option",
"Make-whole Redemption", "Loss of Concession", "Squeeze Out Option" below, the
Notes (i) will, at the option of the Issuer, or shall, in some circumstances, be redeemable
for taxation reasons (Condition 6(g)) and (ii) will be redeemable at the option of the Issuer
for illegality (Condition 6(j)), in both cases prior to their maturity, as may be extended.
See Condition 6 (Redemption, Purchase and Options).
Residual Maturity
In addition, unless specified as not applicable in the relevant Final Terms, the Issuer may
Call:
redeem the Notes, in whole but not in part, at par together with interest accrued to, but
excluding, the date fixed for redemption, at any time during the period starting on (and
including) the Initial Residual Maturity Call Option Date (as specified in the relevant Final
Terms) and ending on (but excluding) the Maturity Date.
Make-whole
Unless specified as not applicable in the relevant Final Terms, the Issuer will have the
Redemption:
option to redeem the Notes, in whole or in part, on any Make-Whole Redemption Date,
prior to their Maturity Date, at the Make-whole Redemption Amount.
Loss of Concession:
If a Loss of Concession occurs which results in the cessation of all or a substantial part of
the business or operations of the Issuer, the Issuer will redeem all, but not some only, of
the Notes at their Early Redemption Amount, no later than thirty (30) calendar days
following the receipt by the Concession Holder of the monetary compensation due under
the terms of the relevant Concession Agreement.
Squeeze Out
Unless specified as not applicable in the relevant Final Terms and if a percentage, as
Option:
specified in the relevant Final Terms, which shall not be lower than seventy-five (75) per
cent. of the original aggregate principal amount of the Notes of any Series (the Squeeze
Out Amount) has been redeemed or repurchased by the Issuer, the Issuer may, at any time
prior to the Maturity Date, redeem, at its option, all (but not some only) of the remaining
Notes of that Series at their principal amount, together with interest accrued to but
excluding the Squeeze Out Redemption Date, and where applicable, any Arrears of
Interest.
Redemption at the
If an Investor Put is specified in the relevant Final Terms, the Issuer shall, at the option of
Option of
the Noteholder, redeem its Notes on the Optional Redemption Date(s) at its Optional
Noteholders:
Redemption Amount together with interest accrued to the date fixed for redemption
including, where applicable, any Arrears of Interest.
Redemption at the
If at any time while any of the Notes remains outstanding, there occurs a Change of Control
option of
and (only if, at the start of the Change of Control Period any of the Notes are rated by any
Noteholders
Rating Agency) within the Change of Control Period a Rating Downgrade in respect of
following a Change
that Change of Control occurs, the holder of each Note will have the option (unless, prior
of Control:
to the giving of a Put Event Notice by a Noteholder, the Issuer gives notice to the
Noteholders of its intention to redeem the Notes) to require the Issuer to redeem or, at the
Issuer's option, to procure the purchase of that Note.
Interest Periods and The length of the interest periods for the Notes and the applicable interest rate or its method
Interest Rates:
of calculation may differ from time to time or be constant for any Series. Notes may have
a maximum interest rate, a minimum interest rate, or both.
Unless a higher Minimum Rate of Interest is specified in the relevant Final Terms, the
Minimum Rate of Interest shall be deemed equal to zero. All such information will be set
out in the relevant Final Terms. For the avoidance of doubt, "Minimum Rate of Interest"
shall refer to the relevant rate plus any relevant margin.

Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each year specified in the
relevant Final Terms.
Floating Rate Notes: Floating Rate Notes will bear interest determined separately for each Series on the basis
and by reference to the fluctuating rate or benchmark (or any reference rate that might
replace them) as specified in the relevant Final Terms and on the basis of the Conditions.

Interest periods will be specified in the relevant Final Terms.
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Benchmark Event:
Where screen rate determination is specified in the relevant Final Terms as the manner in
which the Rate of Interest is to be determined, if a Benchmark Event occurs, such that any
Rate of Interest (or any component part thereof) cannot be determined by reference to the
Original Reference Rate specified in the relevant Final Terms, then the Issuer shall use its
reasonable endeavours to appoint an Independent Adviser to determine a Successor Rate
or an Alternative Rate (with consequent amendment to the terms of such Series of Notes
and the application of an adjustment spread).
Inverse Floating
Inverse Floating Rate Notes will bear interest determined separately for each Series on the
Rate Notes:
basis and by reference to a Fixed Rate specified in the relevant Final Terms minus a
Floating Rate, specified in the relevant Final Terms.
Formula Rate
Formula Rate Notes will bear interest determined separately for each Series on the basis
Notes:
and by reference to a Formula Rate as specified in the relevant Final Terms and on the
basis of the Conditions.
Fixed/Floating Rate
Fixed/Floating Rate Notes may bear interest at a rate that will automatically, or that the
Notes:
Issuer or Noteholder(s) may elect to, convert on the date set out in the Final Terms from a
fixed rate to a floating rate or from a floating rate to a fixed rate.
Zero Coupon Notes: Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will
not bear interest.
Inflation Linked
Inflation Linked Notes may be issued by the Issuer where the interest and/or the principal
Notes:
in respect of such Notes will be calculated by reference to an inflation index ratio derived
from either:
-
the consumer price index (excluding tobacco) for all households in metropolitan
France, as calculated and published monthly by the Institut National de la
Statistique et des Etudes Economiques or the relevant successor index; or
-
the harmonized index of consumer price excluding tobacco, or the relevant
successor index, measuring the rate of inflation in the European Monetary Union
excluding tobacco as calculated and published monthly by Eurostat or the relevant
successor index; or
-
the U.K. Retail Price Index (all items) published by the Office of National Statistics
or the relevant successor index.
Dual Currency
Payments of interest in respect of Dual Currency Notes will be made in such currencies,
Notes:
and based on such rates of exchange, as may be specified in the relevant Final Terms.
Taxation:
1. All payments of principal, interest and other revenues by or on behalf of the Issuer in
respect of the Notes shall be made free and clear of, and without withholding or deduction
for, any taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within France or any authority therein or
thereof having power to tax, unless such withholding or deduction is required by law.

2. If French law should require that payments of principal or interest (including, for the
avoidance of doubt, any Arrears of Interest) in respect of any Note, Receipt or Coupon be
subject to deduction or withholding in respect of any present or future French taxes or
duties whatsoever, the Issuer will, save in certain limited circumstances provided in
Condition 8 (Taxation) and to the fullest extent then permitted by law, pay additional
amounts to cover the amounts so deducted.
Further Issues and
The Issuer may from time to time issue further Notes to be assimilated (assimilables) and
Consolidation:
form a single Series with the Notes provided such Notes and the further Notes carry rights
identical in all respects and that the terms of such further notes provide for such
assimilation.
Notes of one Series may be consolidated with Notes of one or more together Series,
whether or not originally issued in one of the European national currencies or in Euro,
provided such other Notes have been redenominated in Euro (if not originally denominated
in Euro) and which otherwise have, in respect of all periods subsequent to such
consolidation, the same terms and conditions as the Notes.
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