Obligation Ochan 2.625% ( FR0013399060 ) en EUR

Ochan

100 % ▲

France

FR0013399060 ( en EUR )

2.625% par an ( paiement annuel )

29/01/2024 - Obligation échue

Prospectus brochure de l'obligation Auchan FR0013399060 en EUR 2.625%, échue

100 000 EUR

1 000 000 000 EUR

Auchan est une multinationale française de grande distribution, opérant dans l'hypermarché, la supermarché, le drive et le e-commerce.

L'Obligation émise par Ochan ( France ) , en EUR, avec le code ISIN FR0013399060, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/01/2024

Base Prospectus dated 10 January 2019

8,600,000,000
Euro Medium Term Note Programme

Under the 8,600,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined below),
Auchan Holding ("Auchan Holding" or an "Issuer") and Oney Bank ("Oney Bank" or an "Issuer" and, together with Auchan Holding, the
"Issuers"), 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 under this Programme will not at any time exceed 8,600,000,000 (or the
equivalent in any other currency).
For the avoidance of doubt, any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the
provisions described herein. This does not affect any Notes outstanding.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg for approval of this Base
Prospectus, in its capacity as competent authority pursuant to Article 7 of the loi relative aux prospectus pour valeurs mobilières dated
10 July 2005, as amended (the "Luxembourg Law") which implements the Prospectus Directive. The expression "Prospectus Directive" means
the Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003, as amended and includes any relevant
implementing measure in each relevant Member State of the European Economic Area ("EEA"). In line with the provisions of Article 7(7) of the
Luxembourg Law, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency
of the Issuers.
Application may be made (i) to the Luxembourg Stock Exchange for the period of twelve (12) months after the date of this Base Prospectus for
Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated
market of the Luxembourg Stock Exchange and/or (ii) to the competent authority of any other Member State of the EEA for Notes issued under the
Programme to be listed and admitted to trading on a Regulated Market (as defined below) in such Member State. The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of the Market in Financial Instruments Directive 2014/65/UE of the European
Parliament and of the Council dated 15 May 2014, as amended, appearing on the list of regulated markets issued by the European Securities and
Markets Authority (each, a "Regulated Market"). However, Notes which are neither listed nor admitted to trading on any Regulated Market may
also be issued pursuant to the Programme. The relevant final terms (the substantial form of which is contained herein) in respect of the issue of
any Notes (the "Final Terms") will specify whether or not such Notes will be listed and admitted to trading on any Regulated Market, and, if so, the
relevant Regulated Market in the EEA.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes"), as more fully
described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-3 et seq. of the French Code monétaire et financier.
No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes may, at the option of the relevant
Issuer, be in bearer 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(s), Title
and Method of Issue") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme
("Clearstream ") or in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "Terms and
Conditions of the Notes Form, Denomination(s), Title and Method of Issue"), in either fully registered form (au nominatif pur), in which case they
will be inscribed in an account maintained by the relevant Issuer or by the registration agent (designated in the relevant Final Terms) for the
relevant 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 form (au porteur) 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 subsequently exchanged for definitive Materialised Notes with, where applicable, coupons for interest or
talons attached on or after a date expected to be on or about the 40th calendar day after the issue date of the Notes (subject to postponement as
described in "Temporary Global Certificates issued in respect of Materialised 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 "Terms and Conditions of the Notes -
Form, Denomination(s), Title and Method of Issue") 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 or (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).
Each of Auchan Holding and Oney Bank is rated BBB with negative outlook by Standard & Poor's Credit Market Services France S.A.S.
("Standard & Poor's"). As of the date of this Base Prospectus, Standard & Poor's is a credit rating agency established in the European Union,
registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009 on credit rating
agencies, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published on the website of the
European Securities and Markets Authority (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation. Notes issued under the Programme may be rated or unrated. The rating, if any, will be specified in the relevant Final Terms. 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 without notice.
See "Risk factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER
NATIXIS
PERMANENT DEALERS
BANCA IMI
BNP PARIBAS
CITIGROUP
CM-CIC MARKET SOLUTIONS
COMMERZBANK
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
ING
NATIXIS
SANTANDER GLOBAL CORPORATE BANKING
SMBC NIKKO

SOCIETE GENERALE CORPORATE & INVESTMENT
UNICREDIT BANK
BANKING

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This document (together with all supplements thereto from time to time) and the documents
incorporated by reference therein constitutes two base prospectuses for the purposes of Article 5.4 of
the Prospectus Directive: (i) the base prospectus for Auchan Holding and (ii) the base prospectus for
Oney Bank (together, the "Base Prospectus") for the purpose of giving information with regard to
each of the Issuers and their consolidated subsidiaries and the Notes which, according to the
particular nature of the Issuers 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
Issuers.
The terms and conditions applicable to each Tranche not contained herein (including, without
limitation, the aggregate nominal amount, issue price, redemption price thereof, and interest, if any,
payable thereunder) will be determined at the time of the issue of each Tranche based on then
prevailing market conditions and will be set out in the relevant Final Terms. In relation to each Tranche
of Notes, the Base Prospectus must be read with the relevant Final Terms.
This Base Prospectus is to be read in conjunction with all documents which are either incorporated
herein by reference or directly included in the prospectus in accordance with Article 15 of the
Luxembourg Law and Article 28 of the European Commission Regulation n°809/2004 dated 29 April
2004, as amended (see "Documents Incorporated by Reference" below).
No person is or 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
Auchan Holding, Oney Bank, the Arranger or any of the Dealers (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 Auchan Holding or Oney Bank, as the case may be, or those of the Auchan
Holding Group (as defined below) 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 either Auchan Holding or Oney Bank, as the case may be, or that of the Auchan Holding
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.
For the purposes of this Base Prospectus, the "Auchan Holding Group" means Auchan Holding,
Oney Bank and their respective consolidated subsidiaries and affiliates as a whole.
The distribution of this Base Prospectus, any Final Terms and any offering materials under the
Programme, 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 Auchan Holding, Oney
Bank, the Arranger and the Dealers 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 (au porteur) that
are subject to U.S. federal income tax law requirements. Subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States or to the account or benefit of U.S. persons. The
Notes are being offered and sold outside the United States of America to non-U.S. persons in reliance
on Regulation S under the Securities Act. For a description of these and certain further 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 Auchan
Holding, Oney Bank, the Arranger or the Dealers 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 Arranger or the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the

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sincerity, accuracy or completeness of any of the information contained or incorporated by reference
in this Base Prospectus. Neither this Base Prospectus nor any other information or representations
incorporated by reference are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of Auchan Holding, Oney Bank, the Arranger
or the Dealers that any recipient of this Base Prospectus or any other information incorporated by
reference should purchase the Notes. Each potential purchaser of Notes should determine for itself
the relevance of the information contained in this Base Prospectus and its purchase of Notes should
be based upon such investigation as it deems necessary. None of the Arranger or the Dealers
undertakes to review the financial condition or affairs of Auchan Holding, Oney Bank or the Auchan
Holding 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
Arranger or the Dealers.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Tranche of Notes, where applicable, wil include a legend entitled "MiFID II Product Governance"
which wil outline the determination of the type of clients in the context of the target market
assessment, taking into account the five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority on 5 February 2018 in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, sel ing or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to Directive 2014/65/EU, as amended ("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 wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID 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 wil be a
manufacturer for the purpose of the MiFID Product Governance Rules.
PRIIPS REGULATION - 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 MiFID II; or
(i ) a customer within the meaning of Directive 2016/97/EU, as amended, 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 any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Any websites included in the Base Prospectus are for information purposes only and do not form part
of the Base Prospectus.

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TABLE OF CONTENTS
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ............ 6
RISK FACTORS ....................................................................................................................................... 7
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................20
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................30
SUPPLEMENT TO THE BASE PROSPECTUS ....................................................................................36
TERMS AND CONDITIONS OF THE NOTES .......................................................................................37
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES .........81
USE OF PROCEEDS .............................................................................................................................82
DESCRIPTION AND BUSINESS OVERVIEW OF AUCHAN HOLDING AND ONEY BANK ...............83
TAXATION ............................................................................................................................................ 111
SUBSCRIPTION AND SALE ............................................................................................................... 115
FORM OF FINAL TERMS .................................................................................................................... 119
GENERAL INFORMATION ..................................................................................................................139

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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN
IN THE BASE PROSPECTUS
To the best knowledge of Auchan Holding and Oney Bank (having taken all reasonable care to ensure
that such is the case), the information contained or incorporated by reference in this Base Prospectus
and the Final Terms for each Tranche of Notes issued under the Programme is in accordance with the
facts and contains no omission likely to affect its import. The Issuers accept responsibility accordingly.
Auchan Holding
Oney Bank
40, avenue de Flandre
Registered office :
Administrative office :
59170 Croix
40, avenue de Flandre
34, avenue de Flandre
59170 Croix
59170 Croix

Duly represented by:
Duly represented by:
Edgard Bonte
Jean-Pierre Viboud
Chairman of the Management Board (Directoire)
Chief Executive Officer
and

Xavier Delom de Mezerac
Member of the Management Board (Directoire)

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RISK FACTORS
The following sets out certain aspects of the offering of the Notes of which prospective investors
should be aware and which may affect the Issuers' ability to fulfil their obligations under the Notes.
Prior to making an investment decision, prospective investors should consider careful y all of the
information contained or incorporated by reference in this Base Prospectus, including in particular the
following risk factors detailed below. There may be other risks which are not known to the Issuers on
the date of this Base Prospectus or which may not be material on the date of this Base Prospectus but
could turn out to be material. Prospective investors should make their own independent evaluation of
all risk factors and should also read the detailed information set out elsewhere in this Base Prospectus
(including any documents deemed to be incorporated by reference herein as further described in
"Documents incorporated by reference" below) and reach their own views prior to making any
investment decision.
The Issuers believe that the following factors may affect their ability to fulfil their obligations under
Notes issued under the Programme on the date of this Base Prospectus. Al of these factors are
contingencies which may or may not occur and the Issuers are not in a position to express a view on
the likelihood of any such contingency occurring.
In addition, factors which the Issuers believe are material for the purpose of assessing the market
risks associated with Notes issued under the Programme are also described below.
The order in which the following risk factors are presented is not an indication of the likelihood of their
occurrence.
Words and expressions defined in "Terms and Conditions of the Notes" shal have the same meaning
in this section "Risk Factors".
I.
RISK FACTORS RELATING TO THE ISSUERS
1.
Risk factors in connection with Auchan Holding
Please refer to "Documents incorporated by reference".
2.
Risk factors in connection with Oney Bank
Please refer to "Documents incorporated by reference".
U.S. Foreign Account Tax Compliance Withholding ("FATCA")
Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, as amended, commonly
known as FATCA, a "foreign financial institution" may be required to withhold on certain payments it
makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting, or
related requirements. Oney Bank is a foreign financial institution for these purposes. A number of
jurisdictions, including France, have entered into intergovernmental agreements with the United States
to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their jurisdictions.
Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction
would general y not be required to withhold under FATCA or an IGA from payments that it makes.
Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes,
including whether withholding would ever be required pursuant to FATCA or an IGA with respect to
payments on instruments such as the Notes, are uncertain and may be subject to change. Even if
withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments
such as the Notes, such withholding would not apply prior to 1 January 2019, and Notes issued on or
prior to the date that is six months after the date on which final regulations defining "foreign passthru
payments" are filed with the U.S. Federal Register generally would be "grandfathered" for purposes of
FATCA withholding unless materially modified after such date. However, if additional notes (as
described under "Terms and Conditions of the Notes--Further Issues") that are not distinguishable
from previously issued Notes are issued after the expiration of the grandfathering period and are
subject to withholding under FATCA, then withholding agents may treat al Notes, including the Notes

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offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA.
Holders should consult their own tax advisors regarding how these rules may apply to their investment
in the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect
to payments on the Notes, no person wil be required to pay additional amounts as a result of the
withholding.
Oney Bank expects to be treated as a non-reporting "foreign financial institution" pursuant to the US-
France IGA and does not anticipate being required to deduct amounts in respect of FATCA withholding
on payments it makes. However, there can be no assurance that Oney Bank wil be treated as a non-
reporting "foreign financial institution", or that it would in the future be exempt from FATCA withholding
on payments it makes.
Prospective investors should consult their tax advisers on how these rules may apply to the
Issuer and to payments they may receive in connection with the Notes.
Bank Recovery and Resolution Directive
Directive 2014/59/EU of the European Parliament and of the Council of the European Union dated 15
May 2014 establishing an EU-wide framework for the recovery and resolution of credit institutions and
investment firms (the "Bank Recovery and Resolution Directive" or "BRRD") entered into force on 2
July 2014.
The stated aim of the BRRD and Regulation (EU) No. 806/2014 of the European Parliament and of the
Council of the European Union dated July 2014 (the "SRM Regulation") is to provide for the
establishment of an EU-wide framework for the recovery and resolution of credit institutions and
investment firms. The regime provided for by the BRRD is, among other things, stated to be needed to
provide the authority designated by each EU Member State (the "Resolution Authority") with a
credible set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as
to ensure the continuity of the institution's critical financial and economic functions, while minimizing
the impact of an institution's failure on the economy and financial system (including taxpayers'
exposure to losses). Under the SRM Regulation a centralized power of resolution is established and
entrusted to the Single Resolution Board (the "SRB") and to the national resolution authorities. As a
directive, the BRRD is not directly applicable in France and had to be implemented into national
legislation. The French ordonnance No. 2015-1024 dated 20 August 2015 (the "Ordonnance")
implemented the BRRD into French law and amended the French Code monétaire et financier for this
purpose. In addition, the Decree No. 2015-1160 dated 17 September 2015 and three Ministerial
Orders of 11 September 2015 transposing the provisions of the Ordonnance on (i) the recovery plan,
(i ) the resolution plan and (i i) the criterion to assess the solvency of an institution or a group have
been published on 20 September 2015, mainly to transpose the BRRD in France. The Ordonnance
has been ratified by law No. 2016-1691 dated 9 December 2016 (Loi n°2016-1691 du 9 décembre
2016 relative à la transparence, à la lutte contre la corruption et à la modernisation de la vie
économique) which also incorporates provisions which clarify the implementation of the BRRD in
France.
The powers provided to the Resolution Authority in the BRRD and the SRM Regulation include write-
down/conversion powers to ensure that capital instruments (including subordinated debt instruments)
and eligible liabilities (including senior debt instruments such as the Notes if junior instruments prove
insufficient to absorb al losses) absorb losses of the issuing institution under resolution in accordance
with a set order of priority (the "Bail-in Tool"). The conditions for resolution under the French Code
monétaire et financier implementing the BRRD are deemed to be met when: (i) the Resolution
Authority or the relevant supervisory authority determines that the institution is failing or is likely to fail,
(i ) there is no reasonable prospect that any measure other than a resolution measure would prevent
the failure within a reasonable timeframe, and (i i) a resolution measure is necessary for the
achievement of the resolution objectives and winding up of the institution under normal insolvency
proceedings would not meet those resolution objectives to the same extent.

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The Resolution Authority could also, independently of a resolution measure or in combination with a
resolution measure where the conditions for resolution are met, write-down or convert capital
instruments (including subordinated debt instruments) into equity when it determines that the
institution or its group wil no longer be viable unless such write down or conversion power is
exercised or when the institution requires extraordinary public financial support (except when
extraordinary public financial support is provided in the form defined in Article L.613-48 III, 3° of the
French Code monétaire et financier).
The Bail-in Tool could result in the full (i.e., to zero) or partial write-down or conversion into ordinary
shares or other instruments of ownership of the Notes, or the variation of the terms of the Notes (for
example, the maturity and/or interest payable may be altered and/or a temporary suspension of
payments may be ordered). Extraordinary public financial support should only be used as a last resort
after having assessed and applied, to the maximum extent practicable, the resolutions measures,
including the Bail-in Tool. In addition, if the Issuer's financial condition deteriorates, the existence of
the Bail-in Tool could cause the market price or value of the Notes to decline more rapidly than would
be the case in the absence of such power.
In addition to the Bail-in Tool, the BRRD provides the Resolution Authority with broader powers to
implement other resolution measures with respect to institutions that meet the conditions for
resolution, which may include (without limitation) the sale of the institution's business, the creation of a
bridge institution, the separation of assets, the replacement or substitution of the institution as obligor
in respect of debt instruments, modifications to the terms of debt instruments (including altering the
maturity and/or the amount of interest payable and/or imposing a temporary suspension on
payments), removing management, appointing an interim administrator, and discontinuing the listing
and admission to trading of financial instruments.
Before taking a resolution measure or exercising the power to write down or convert to equity relevant
debt instruments, the Resolution Authority must ensure that a fair, prudent and realistic valuation of the
assets and liabilities of the institution is carried out by a person independent from any public authority.
Since 1st January 2016, French credit institutions (such as Oney Bank) have to meet, at all times, a
minimum requirement for own funds and eligible liabilities ("MREL") pursuant to Article L.613-44 of the
French Code monétaire et financier. The MREL, which is expressed as a percentage of the total
liabilities and own funds of the institution, aims at avoiding institutions to structure their liabilities in a
manner that impedes the effectiveness of the Bail-in Tool.
The MREL regime as defined by BRRD is currently subject to an ongoing reform with a proposal for
(i) a European Parliament and Council directive on the loss-absorbing capacity of the credit
establishments and investment companies (COM(2016) 852 final) dated 23 November 2016 and (i ) a
European Parliament and Council regulation amending Regulation No. 806/2014 regarding the loss-
absorbing capacity of the credit establishments and investment companies (COM(2016) 851 final)
dated 23 November 2016. On 25 May 2018, the Council of the European Union stated its position on
these proposals. Negotiations with the European Parliament have not started yet, therefore it is not yet
possible to assess whether these proposals wil be adopted in full or what their impact wil be on the
issuer's activity. However, following the proposal (COM(2016) 853 (final) dated 23 November 2016,
Directive (EU) 2017/2399 of the European Parliament and of the Council dated 12 December 2017
amending BRRD as regards the ranking of unsecured debt instruments in insolvency hierarchy was
adopted and partial y transposed into French law by the Decree no. 2018-710 dated 3 August 2018.
In accordance with the provisions of the SRM Regulation, when applicable, the SRB has replaced the
national resolution authorities designated under the BRRD with respect to all aspects relating to the
decision-making process and the national resolution authorities designated under the BRRD continue
to carry out activities relating to the implementation of resolution schemes adopted by the SRB. The
provisions relating to the cooperation between the SRB and the national resolution authorities for the
preparation of the banks' resolution plans apply since 1st January 2015 and the SRM has been fully
operational since 1st January 2016.

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The application of any resolution measure under the French BRRD implementing provisions, or any
suggestion of such application, with respect to Oney Bank could materially adversely affect the rights
of the Noteholders, the price or value of an investment in the Notes and/or the ability of Oney Bank to
satisfy its obligations under the Notes.
Noteholders may have only very limited rights to challenge and/or seek a suspension of any decision
of the Resolution Authority to exercise its resolution powers or to have that decision reviewed by a
judicial or administrative process or otherwise.
II.
RISK FACTORS RELATING TO THE NOTES
1.
General Risks Relating to the Notes
1.1 Independent Review and Advice
Each prospective investor of 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.
A prospective investor may not rely on the Issuers or the Dealer(s) 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.
1.2 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:
(a) 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 Base Prospectus or any applicable supplement;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its own financial situation, an investment in the Notes and the impact that any such
investment wil have on its overal investment portfolio;
(c)
have sufficient financial resources and liquidity to bear the risks of an investment in the
Notes, including any currency exchange risk due to the fact that the potential investor's
currency is not Euro;
(d) understand thoroughly the terms of the Notes and be familiar with the behaviour of the
financial markets and any relevant indices;
(e) 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 risks of such investment; and
(f)
consult its own advisers as to legal, tax and related aspects of an investment in the
Notes.
1.3 Modification, waivers and substitution
The Conditions contain provisions for calling General Meetings or taking Written Unanimous Decision
of Noteholders to consider matters affecting their interests general y. These provisions permit, at a
specific majority of Noteholders, to bind all Noteholders including Noteholders who did not attend and
vote at the relevant General Meeting or who did not vote through the relevant Written Unanimous
Decision and Noteholders who voted in a manner contrary to the majority in accordance with Article
L.228-65 of the French Code de commerce.

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