Bond LVMH Moët Hennessy Louis Vuitton SE 0.75% ( FR0013257623 ) in EUR

Issuer LVMH Moët Hennessy Louis Vuitton SE
Market price 100 %  ▲ 
Country  France
ISIN code  FR0013257623 ( in EUR )
Interest rate 0.75% per year ( payment 1 time a year)
Maturity 26/05/2024 - Bond has expired



Prospectus brochure of the bond LVMH Moët Henn. L. Vuitton SE FR0013257623 in EUR 0.75%, expired


Minimal amount /
Total amount /
Detailed description LVMH Moët Hennessy Louis Vuitton SE is a French multinational luxury goods conglomerate and the world's leading luxury group, encompassing a diverse portfolio of brands across fashion, wines and spirits, perfumes and cosmetics, watches and jewelry, and selective retailing.

The Bond issued by LVMH Moët Hennessy Louis Vuitton SE ( France ) , in EUR, with the ISIN code FR0013257623, pays a coupon of 0.75% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/05/2024








LVMH

MOËT HENNESSY LOUIS VUITTON

LVMH Moët Hennessy Louis Vuitton
(incorporated with limited liability in the Republic of France)
Euro 30,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue

Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), LVMH Moët Hennessy Louis Vuitton ("LVMH" or the "Issuer")
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 issued by the Issuer and outstanding will not at any time exceed Euro 30,000,000,000 (or the equivalent in other currencies).
This Base Prospectus shall, for the purposes of Notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market (as
defined below) of the Luxembourg Stock Exchange, or offered to the public in Luxembourg, be updated annually.
This Base Prospectus has been approved as a base prospectus by the Commission de surveillance du secteur financie ("CSSF"), as competent authority under Regulation (EU)
2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes. By approving this Base
Prospectus, in accordance with Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019, the CSSF gives no undertaking as to the economic or
financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer. Investors should make their own assessment as to the
suitability of investing in the Notes.
The Issuer has requested the CSSF to provide the competent authorities in France and Belgium with a certificate of approval attesting that the Base Prospectus has been drawn
up in accordance with the Prospectus Regulation (each, a "Notification"). The Issuer may also request the CSSF to provide competent authorities in additional Member States
within the European Economic Area with a Notification.
Application will be made for a period of twelve (12) months from the date of approval of this Base Prospectus to the Luxembourg Stock Exchange so that the Notes issued
under the Programme may be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Regulated Market of the Luxembourg Stock
Exchange. Application may also be made for Notes issued under the Programme to be listed and admitted to trading on any other Regulated Market or offered to the public in
any other Member State of the European Economic Area (an "EEA Member State") or of the United Kingdom provided that this Base Prospectus has been notified by the
CSSF to the competent authority of such EEA Member State or the United Kingdom.
Any Regulated Market is governed by the Directive 2014/65/EU of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets
issued by the European Securities and Markets Authority (referred to in this Base Prospectus as a "Regulated Market" under the definition of such Directive)This Base
Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a Regulated Market. 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.
Notes which are not admitted to trading on a Regulated Market, or which are not offered to the public in an EEA Member State, may be issued under the Programme and may
also be listed on an alternative stock exchange or may not be listed at all.
The relevant final terms (the "Final Terms") (forms of which are contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed,
admitted to trading and/or offered to the public and will be published, if relevant, on the website of the Regulated Market where the admission to trading is sought or on the
website of the Issuer, as the case may be. The Issuer may also issue Notes under the Programme for which no prospectus is required to be published under the Prospectus
Regulation (the "Exempt Notes"). Such Exempt Notes may be listed or admitted to trading on a market, such as the EuroMTF Market of the Luxembourg Stock Exchange
("EuroMTF"), and on any stock exchange which is not a Regulated Market. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in
connection with Exempt Notes.
Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note listed and admitted to trading on a
Regulated Market or offered to the public in an EEA Member State or in the United Kingdom in circumstances which require the publication of a prospectus under the
Prospectus Regulation will be 1,000, and if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date, or such 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. 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 and R.211-1 of the French Code monétaire et financier (Monetary and
Financial Code, the "Code"). 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 Euroclear France Account Holders (as defined in "Terms and Conditions of the
Notes - Form, Denomination(s), Title and Redenomination") including the depositary bank for Clearstream Banking S.A. ("Clearstream") and Euroclear Bank SA/NV
("Euroclear") 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 (nominatif pur), in which case they will be inscribed in an account maintained by the Issuer or by a registration agent (designated in the relevant Final
Terms) for the Issuer, or in administered registered form (nominatif administré) in which case they will be inscribed in the accounts of the Euroclear France 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 after the 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 US
beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche 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).
As of the date of this Base Prospectus, the long-term corporate rating of the Issuer by S&P Global Ratings Europe Limited ("S&P") is A+ with negative outlook and by
Moody's Investors Service ("Moody's") is A1 with stable outlook. Notes issued under this Programme may or may not be rated. The credit ratings included or referred to in
this Base Prospectus have been issued by S&P and Moody's, which are established in the European Union or in the United Kingdom and registered under the Regulation (EC)
No. 1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and included in the list of credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/supervision/credit-rating-agencies/risk).) as of the date of this Base
Prospectus. 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.
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Prospective investors are invited to take into account the factors described under the section headed "Risk Factors" in this Base Prospectus before deciding to invest
in the Notes issued under the Programme.


Arranger
Deutsche Bank
Dealers
BofA Securities
BNP Paribas
Citigroup
Crédit Agricole CIB
Deutsche Bank
HSBC
J.P. Morgan
MUFG
Natixis
NatWest Markets
Société Générale
Corporate & Investment Banking

The date of this Base Prospectus is 29 July 2020.




This Base Prospectus (together with any supplement to it published from time to time (each a
"Supplement" and together the "Supplements")) (the "Base Prospectus") constitutes a base prospectus
(a) for the purposes of Article 8 of the Prospectus Regulation for LVMH Moët Hennessy Louis Vuitton
("LVMH" or the "Issuer") in respect of non-equity securities (hereinafter, the "Notes") to be issued by
LVMH under this Euro Medium Term Note Programme (the "Programme") and (b) for the purpose of
giving necessary information with regard to the Issuer and the Notes which, according to the particular
nature and circumstances of the Issuer and the type of Notes, is material to investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer, the rights attaching to the Notes and the reasons for the issuance and its impact on the
Issuer. In relation to each Tranche of Notes, this Base Prospectus must be read in conjunction with the
applicable Final Terms.
This Base Prospectus is to be read 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 may only be used for the purposes for which
it has been published.
Any websites referred to in this Base Prospectus are for information purposes only and the information
contained in such websites does not form any part of this Base Prospectus, unless that information is
specifically incorporated by reference into the Base Prospectus, and has not been scrutinised or
approved by the CSSF.
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. Neither the delivery of this Base Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that (i) there has been no
change in the affairs of the Issuer and its consolidated subsidiaries and affiliates taken as a whole
(together with LVMH, the "Group" or "LVMH Group") since the date hereof or the date upon which
this Base Prospectus has been most recently amended or supplemented or (ii) there has been no adverse
change in the financial position of the Issuer or the LVMH Group since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or (iii) 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.
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 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") and 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). 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.

3



The Arranger and the Dealers have not separately verified the information contained 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 accuracy or completeness of any of the information in this
Base Prospectus. Neither this Base Prospectus nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation
by the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus or any other
financial statements 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 Dealers or the Arranger
undertakes to review the financial condition or affairs of the Issuer or the LVMH 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.
PRIIPS / IMPORTANT - EEA AND UK RETAIL INVESTORS ­ If the Final Terms in respect of any
Notes include a legend entitled "Prohibition of Sales to EEA and 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 European Economic Area (the "EEA") or in the
United Kingdom (the "UK"). 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"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded
("IDD"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
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 or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any
Notes may include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in respect of the Notes 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 the target market assessment; 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
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 will be a manufacturer for the
purpose of the MiFID 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
Product Governance Rules.
NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE ­ Unless otherwise stated in the relevant Final Terms, all Notes
issued under the Programme shall be prescribed capital markets products as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore, as modified or amended from
time to time.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"),
the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or

4



persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms 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. However, stabilisation may not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant Tranche is made and, if begun, may cease at any time, but it must end no later
than the earlier of thirty (30) days after the issue date of the relevant Tranche and sixty (60) days after
the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s) in accordance with all applicable laws and rules.
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 Issuer or the Dealer(s) or any of their 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.
Prospective investors should consult their own financial and legal advisers about risks associated with
investment in a particular Series of Notes and the suitability of investing in the Notes in light of their
particular circumstances.
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, 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.
Certain tax consideration
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. Potential
investors are advised to 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 these advisors are in a position to
duly consider the specific situation of the potential investor.

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 Monetary Union which was introduced on 1 January 1999, references to "£", "pounds
sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references to "$",
"USD" and "US 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, references to "CHF" and "Swiss
francs" are to the lawful currency of the Helvetic Confederation and references to "RMB", "CNY" or
"Renminbi" are to the Chinese Yuan Renminbi, the lawful currency of the People's Republic of China,
which, for the purpose of this document, excludes the Hong Kong Special Administrative Region of the
People's Republic of China, the Macau Special Administrative Region of the People's Republic of
China and Taiwan (the "PRC").

5



TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................. 7
RISK FACTORS ........................................................................................................................................ 14
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS ........... 23
SUPPLEMENT TO THE BASE PROSPECTUS ......................................................................................... 25
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 26
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 32
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES
.......................................................................................................................................................... 72
USE OF PROCEEDS ................................................................................................................................. 73
DESCRIPTION OF LVMH MOËT HENNESSY LOUIS VUITTON .......................................................... 74
SUBSCRIPTION AND SALE .................................................................................................................... 75
FORM OF RETAIL FINAL TERMS .......................................................................................................... 80
FORM OF WHOLESALE FINAL TERMS ................................................................................................ 98
GENERAL INFORMATION .................................................................................................................... 113
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ............... 117


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GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is qualified by the remainder of this Base
Prospectus and, in relation to the terms and conditions of any particular Series (as defined below in "Terms
and Conditions of the Notes") of Notes, the applicable Final Terms.
Issuer:
LVMH Moët Hennessy Louis Vuitton ("LVMH" or the
"Issuer")
Description:
Euro Medium Term Note Programme for the issue of Notes
(the "Programme")
Arranger:
Deutsche Bank Aktiengesellschaft
Dealers:
BNP Paribas, BofA Securities Europe SA, Citigroup Global
Markets Europe AG, Citigroup Global Markets Limited,
Crédit Agricole Corporate and Investment Bank, Deutsche
Bank Aktiengesellschaft, HSBC Bank plc, J.P. Morgan
Securities plc, MUFG Securities (Europe) N.V., NATIXIS,
NatWest Markets N.V., NatWest Markets Plc and Société
Générale.
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:
Up to Euro 30,000,000,000
Fiscal Agent, Paying Agent,
Deutsche Bank AG, London Branch
Redenomination Agent, Consolidation
Winchester House
Agent and Calculation Agent:
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise
identical (or identical other than in respect of the first payment
of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on the
same or different issue dates. The specific terms of each
Tranche (which will be, save in respect of the issue date, issue
price, first payment of interest and nominal amount of the
Tranche, identical to the terms of other Tranches of the same
Series) will be set out in the Final Terms to this Base
Prospectus.

7



Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of
original issue.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in Euro, U.S. dollars,
Japanese yen, Swiss francs, Sterling, Chinese Yuan Renminbi
and in any other currency specified in the relevant Final
Terms.
Denomination(s):
Minimum denomination of each Note listed and admitted to
trading on a Regulated Market or offered to the public in an
EEA Member State or in the United Kingdom in
circumstances which require the publication of a prospectus
under the Prospectus Regulation: 1,000 (or the equivalent
amount in any other currency at the Issue Date).
Status of the Unsubordinated Notes:
Unsubordinated Notes will constitute direct, unconditional,
unsubordinated and (subject to the provisions of Condition 4)
unsecured obligations of the Issuer and will rank pari passu
among themselves and (save for certain obligations required
to be preferred by French law) equally with all other present
or future unsecured and unsubordinated obligations of the
Issuer from time to time outstanding.
Status of the Subordinated Notes:
Subordinated Notes comprise Dated Subordinated Notes and
Undated Subordinated Notes, all as set out and defined in
Condition 3(b). See "Terms and Conditions of the Notes ­
Status".
If so specified in the relevant Final Terms, the payment of
interest in respect of Subordinated Notes may be deferred in
accordance with the provisions of Condition 5(f) - see "Terms
and Conditions of the Notes - Interest and other Calculations".
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated
Notes as set out in Condition 4 - see "Terms and Conditions of
the Notes - Negative Pledge".
Events of Default:
There will be events of default in respect of Unsubordinated
Notes as set out in Condition 9(a) and limited events of
default only in respect of Subordinated Notes as set out in
Condition 9(b) - see "Terms and Conditions of the Notes -
Events of Default".

8



Redemption Amount:
The relevant Final Terms will specify the basis for calculating
the redemption amounts payable. Unless permitted by then
current laws and regulations, Notes (including Notes
denominated in Sterling) which must be redeemed before the
first anniversary of their date of issue and in respect of which
the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a
contravention of section 19 of the Financial Services and
Markets Act 2000, as amended must have a minimum
redemption amount of £100,000 (or its equivalent in other
currencies).
Optional Redemption:
The Final Terms issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their
stated maturity at the option of the Issuer (either in whole or in
part) and/or the Noteholders and if so the terms applicable to
such redemption.
Redemption by Instalments:
The Final Terms issued in respect of each issue of Notes that
are redeemable in two or more instalments will set out the
dates on which, and the amounts in which, such Notes may be
redeemed.
Make-Whole Redemption by the Issuer:
If a Make-Whole Redemption by the Issuer is specified in the
relevant Final Terms, in respect of any issue of Notes, the
Issuer will have the option to redeem the Notes, in whole or in
part, at any time or from time to time, prior to their Maturity
Date.
Clean-Up Call Option:
If a Clean-Up Call Option is specified in the relevant Final
Terms and if 80 per cent. or any other percentage above as
specified in the relevant Final Terms (the "Clean-Up
Percentage") of the initial aggregate nominal amount of all
Tranches of Notes of the same Series have been redeemed or
purchased by, or on behalf of, the Issuer or any of its
subsidiaries and, in each case, cancelled, the Issuer may, at its
option, redeem all (but not some only) of the Notes then
outstanding, at par together with any interest accrued to, but
excluding, the date set for redemption, provided that those
Notes of such Series that are no longer outstanding have not
been redeemed (and subsequently cancelled) by the Issuer at
the option of the Issuer as described in the provisions set out
under
"Optional Redemption"
and/or
"Make-whole
Redemption by the Issuer".
Redemption following an Acquisition
If Redemption following an Acquisition Event is specified as
Event:
applicable in the relevant Final Terms and an Acquisition
Event has occurred, the Issuer may, on giving not less than 15
nor more than 30 days' irrevocable notice to the Noteholders
within the Acquisition Notice Period (as specified in the
relevant Final Terms), at its option, redeem all (but not some
only) of the Notes of the relevant Series then outstanding at

9



the Acquisition Call Redemption Amount (as specified in the
relevant Final Terms), together with any interest accrued to,
but excluding, the date set for redemption.
Early Redemption:
Except as provided in "Optional Redemption" above, Notes
will be redeemable at the option of the Issuer prior to maturity
only for tax reasons as set out in Condition 6. See "Terms and
Conditions of the Notes - Redemption, Purchase and
Options".
Taxation:
All payments of principal, interest and other assimilated
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.
In the event that any such withholding or deduction is made,
the Issuer will, save in certain limited circumstances provided
in Condition 8 and to the fullest extent then permitted by law,
be required to pay additional amounts to cover the amounts so
deducted.
Interest Periods and Interest Rates:
The length of the interest periods for the Notes and the
applicable interest rate or its method 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. The use of interest accrual periods permits the Notes to
bear interest at different rates in the same interest period. All
such information will be set out in the relevant Final Terms.
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 at a rate determined
separately for each Series as follows:
(i)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant
Specified Currency governed by an agreement
incorporating the ISDA Definitions as published by
the International Swaps and Derivatives Association,
Inc.; or

(ii)
by reference to LIBOR, EURIBOR or such other rate
specified in the relevant Final Terms or, if a
Benchmark Event occurs, any successor rate or any
alternative rate, in each case as adjusted for any
applicable margin.
Interest periods will be specified in the relevant Final Terms.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or
at a discount to it and will not bear interest.

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