Bond Sud-France Autoroutes 1.375% ( FR0013310455 ) in EUR

Sud-France Autoroutes

100 % ▲

France

FR0013310455 ( in EUR )

1.375% per year ( payment 1 time a year)

22/01/2030 - Bond has expired

Prospectus brochure of the bond Autoroutes du Sud de la France FR0013310455 in EUR 1.375%, expired

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Autoroutes du Sud de la France (ASF) is a French motorway operator managing a network of toll motorways primarily in the southern part of the country.

The Bond issued by Sud-France Autoroutes ( France ) , in EUR, with the ISIN code FR0013310455, pays a coupon of 1.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/01/2030

BASE PROSPECTUS

(incorporated as a société anonyme in France)
Euro 10,000,000,000
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 10,000,000,000 (or the equivalent in other currencies).
Application has been made to the Commission de surveillance du secteur financier (CSSF) in Luxembourg for approval of this Base Prospectus in its
capacity as competent authority under the "loi relative aux prospectus pour valeurs mobilières" dated 10 July 2005 as amended, which implements
Directive 2003/71/EC of 4 November 2003, as amended, on the prospectus to be published when securities are offered to the public or admitted to
trading. In the line with the provisions of article 7 (7) of the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, the CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. Application will be made to the
Luxembourg Stock Exchange during the period of 12 months from the date of the approval of this Base Prospectus by the CSSF for Notes issued under
the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg
Stock Exchange. The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (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 and R. 211-1 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 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 S.A./N.V. (Euroclear) and the depositary bank for
Clearstream Banking, société anonyme (Clearstream, Luxembourg) 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 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, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream,
Luxembourg 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,
Luxembourg 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 Standard & Poor's Credit Market Services Europe Limited (S&P) and A3 by Moody's Investors Service Ltd.
(Moody's). The Issuer has been rated A- by S&P and A3 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.
As at the date of this Base Prospectus, S&P and Moody's are established in the European Union and registered under Regulation (EU) No. 1060/2009 of
the European Parliament and of the Council dated 16 September 2009, as amended by Regulation (EU) No. 513/2011 (the CRA Regulation), and
included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website
(www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.

Arranger
NATIXIS

Dealers

BANCA IMI
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BARCLAYS
BNP PARIBAS
COMMERZBANK
CREDIT AGRICOLE CIB
HSBC
ING
MIZUHO SECURITIES
MUFG
NATIXIS
NATWEST MARKETS
SANTANDER GLOBAL CORPORATE BANKING
SMBC NIKKO
SOCIETE GENERALE CORPORATE & INVESTMENT
RBC CAPITAL MARKETS
BANKING UNICREDIT BANK

The date of this Base Prospectus is 5 July 2017
WS0101.25683115.1

This Base Prospectus (together with all supplements thereto from time to time), constitutes a base
prospectus for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003, as amended (the Prospectus Directive) and contains or incorporates by
reference all relevant information concerning the Issuer which is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and 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.
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 15 of the Loi relative aux prospectus pour valeurs
mobilières dated 10 July 2005 as amended implementing the Prospectus Directive in Luxembourg 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 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
has been extracted from sources specified in the sections where such information appears. The Issuer
confirms that such information has been accurately reproduced and that, so far as it is aware and is able to
ascertain from information published by the above sources, no facts have been omitted which would render
the information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
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 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 accuracy or completeness of any of the information
in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection with
the Programme (including any information 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 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
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WS0101.25683115.1

prospective investor 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 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.

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TABLE OF CONTENTS

RISK FACTORS ..................................................................................................................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 16
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS ................... 19
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................................. 20
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................ 21
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 26
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES 63
USE OF PROCEEDS ............................................................................................................................................ 64
DESCRIPTION OF THE ISSUER ........................................................................................................................ 65
RECENT DEVELOPMENTS ............................................................................................................................... 92
DOCUMENTS ON DISPLAY .............................................................................................................................. 93
SUBSCRIPTION AND SALE .............................................................................................................................. 94
FORM OF FINAL TERMS ................................................................................................................................... 98
TAXATION ......................................................................................................................................................... 113
GENERAL INFORMATION .............................................................................................................................. 116

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RISK FACTORS
1. Risk factors relating to the Issuer and its operations
1.1 Operating risks
Concentration of revenue sources
98.1 per cent. of the sales turnover for the year ending 31 December 2016 (excluding revenue from
construction work) of the Autoroutes du Sud de la France (ASF) group (the ASF Group or the Group)
consists of toll revenues received under its three present concession agreements. These concession agreements
consist of the ASF network concession agreement expiring in April 2036 (the ASF Concession Agreement),
the Escota network concession agreement expiring in February 2032 (the Escota Concession Agreement)
and, to a lesser extent, the Puymorens tunnel concession agreement signed by ASF and expiring in 2037 (the
Puymorens Concession Agreement). Since it entered the VINCI Group in 2006, ASF has ceased to compete
for new concession agreements, with the development of new concessions being managed by VINCI
Concessions, a dedicated entity of the VINCI Group.
The remainder of turnover is generated by:
-
royalties related to sub-concessions (motorway service stations, hotels and restaurants) (1.5 per cent);
-
rental of optical fibre networks to telecommunication operators (0.4 per cent).
The ASF Group is almost entirely dependent on the revenues generated by its two main concession
agreements: the ASF Concession Agreement and the Escota Concession Agreement. This risk is, however,
mitigated by the size of the Group network and the number of routes covered, which provides major trunk
routes comprising of essential international transit roads within France.
Conversely, the Issuer considers that the risks related to the diversification of its business are very limited.
Change in traffic and toll receipts
Toll receipts, which represent the bulk of ASF Group revenues, depend on the number of paying vehicles,
tariffs and the network's ability to absorb traffic.
A certain number of factors, such as the quality, convenience and travel time of toll-free roads or toll
motorways that are not part of the ASF Group networks, the economic climate and fuel prices in France,
environmental legislation (including measures to restrict motor vehicle use in order to reduce air pollution),
new taxes levied on road infrastructure users, the existence of alternative modes of transport (in particular rail
and air travel) and road users' resistance to tolls (which are linked to inflation) would have an impact on
traffic volumes, which is currently difficult to estimate.
Tariffs and tariff increases are determined by the ASF Concession Agreement and Escota Concession
Agreement. The ASF Group can give no assurance that the tariffs the Group is authorised to charge will be
sufficient to guarantee an adequate level of profitability.
Moreover, a change in the toll collection technologies in France (such as in other European countries) may
also be contemplated. However, it is not possible to estimate all the consequences in term of revenues and
costs for ASF Group at this stage.
Changes in the inflation rate
Toll rate adjustments are based on annual changes in the French consumer price index (excluding tobacco).
Accordingly, the ASF Group is exposed to the risk of a decline in the rate of inflation. A decrease in the
inflation rate would result in lower toll rate increases, which could adversely affect the evolution of the ASF
Group's net operating cash flows. Conversely, an increase in the inflation rate would result in toll rate
increases which could have an adverse effect on traffic.
Traffic saturation on certain motorways
Some of the ASF Group's urban motorways are saturated and become over-saturated only at certain periods
of the year. These sections represent only a small percentage of traffic revenues. Moreover, traffic congestion
occurs during peak periods, especially in summer, on some of ASF Group's motorways including the A7 (a
section located in the Rhone Valley) and the A9. The Group is working with the State and the relevant local
authorities to identify solutions to reduce traffic to acceptable levels. For example, a new relief section of the
A9 motorway was opened in May 2017 at Montpellier to separate transit and local traffic and reduce
congestion.
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However, no assurance can be given that other saturation problems will be resolved at an acceptable cost to
ASF Group, or that the problems will not lead to new concessions being awarded to competitors. At present,
the Group estimates that traffic saturation does not have a material impact on its revenue.
Regulatory environment
The ASF Group operates in a highly regulated environment and its results are influenced by government toll
road policies.
As in all highly regulated industries, regulatory changes could affect the company's business. However, in the
event of a substantial change in technical regulations related directly to the concession that could seriously
impair the equilibrium of concession operations, the concession agreements stipulate that the Group and the
French State (the State or the French State) will mutually negotiate compensatory measures in the interest of
the continued provision of the public service.
The concessionaire is liable for all current and future taxes relating to the concession. However, under the
terms of the concession agreements, in the event of a change in tax rules relating to motorways or the
introduction or suppression of new taxes on motorway operators during the life of the relevant concession
agreement that may change the financial balance of the relevant concession, the State and the concessionaire
will mutually agree on any compensatory measures to be taken to ensure that economic and financial
conditions remain unchanged.
State termination and buy-out option
Since 1 January 2012, the State has the right to buy back the concession, for reasons of public interest, on 1
January of each year, subject to giving one year's notice.
If the buyback option is exercised, the concessionaire will be entitled to compensation corresponding to the
loss suffered by it as a result of the termination, the amount of which, net of taxes due on its receipts and after
taking into account all deductible costs, will be equal to the fair value of the concession being bought back,
estimated in accordance with the method for calculating the present value of available after-tax cash-flows
(see section 1.4 of the Description of the Issuer: "State buyback option").
In addition, the State may terminate the concession agreement due to a serious breach of the company's
contractual obligations (except in case of force majeure). In this case, the concession would be awarded to a
new operator under a competitive bidding process and the company would receive the bid price paid by the
new concessionaire (see section 1.4 of the Description of the Issuer: "Termination for default").
However, the ASF Group can give no assurance that this price will cover all of its liabilities. Moreover, if no
operator were found, the Group would be entitled to no compensation.
As from the end of 2033 for ASF and 2027 for Escota, the State has the right to terminate the relevant
concession agreement when the concession operator reaches a cap on return based on the cumulative
evolution of their operating income since the privatisation of toll roads in 2006.
Expiry of concession agreements, return of assets to the State
Substantially all of ASF Group revenues are derived from operations under the ASF Concession Agreement
and the Escota Concession Agreement. When the concessions expire, ASF and Escota will be required to
surrender substantially all of the related assets to the State, without compensation.
Increased competition
The ASF Group is exposed to competition from alternative road networks and also from alternative means of
transport (in particular rail and air travel).
Competition from alternative road networks is currently low. For North/South traffic, the A75 from Clermont-
Ferrand to Montpellier has generated minor competition for ASF motorways A7, A9 and A20. The most
significant competition from toll-free roads concerns the A10, which competes with the RN10 between
Poitiers and Saint-André-de-Cubzac (North of Bordeaux). This section of the RN10 (200 km long) is almost
entirely four lanes wide, and the route followed is around 20 km shorter than that taken by the A10. Nearly 80
per cent. of the heavy goods vehicles and 20 per cent. of light vehicles using the A10 north of Poitiers to
Bordeaux choose this stretch of the RN10.
French transport policy currently focuses on restoring the balance among the various ways of transport.
Efforts are being made to limit traffic by heavy goods vehicles by encouraging freight back onto rail, with the
target of at least doubling rail freight in the next ten years. At a European level, the European Commission's
2001 White Paper targets the rebalancing of modes of transport not in the next ten years but by 2030. This
less ambitious goal takes into account the fact that only a small proportion of freight is currently carried by
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rail, and that road shipping still remains the main means of transport over short distances, where alternative
means of transport do not yet match with the current needs of the economy. The ASF Group considers that
competition from rail is currently limited.
Up to now, passenger traffic on the high-speed train links does not represent a material source of competition
for ASF and Escota networks, as illustrated by the traffic trend in motorways following the same routes over
the past years.
Labour unrest and damage or destruction of sections of the Group's motorways could adversely affect
the Group's revenues, operations' results and financial condition
Like all motorway concessionaires, ASF and Escota face potential risks from labour unrest, natural disasters
such as earthquakes, flooding, landslides or subsidence, collapse or destruction of sections of motorway or the
spillage of hazardous substances. The occurrence of any such events could lead to a significant decline in toll
revenues from the Group's motorways or a significant increase in expenditures for the operation, maintenance
or repair of the Group Network. Although the Group carries all risk and accident insurance, there can be no
assurance that these policies would cover all of the incremental costs resulting from damage to the network.
ASF and Escota do not carry business interruption insurance covering the loss of toll receipts as a result of
strike action or blockages of toll booths by protestors or as a result of accidents or damage to roads, tunnels or
bridges.
In relation to tunnels, following the Mont Blanc tunnel accident, the State imposed certain requirements
relating to safety for tunnels longer than 300 metres. The tunnels operated by ASF and Escota have therefore
been subject to specific studies to establish the changes required. A significant amount of work has already
taken place and other work is pending.

1.2 Construction risks
The large-scale construction projects expose the Group to the risk of shortages of materials or labour, higher
material or labour costs, general factors affecting economic activity and the credit market, business failures by
contractors or subcontractors, work stoppage due to bad weather or unforeseen engineering or environmental
problems. Under the concession agreement, remedies can be sought in case the construction of a motorway
fails to meet the initial schedule or a section of motorway is not made available on time.
Although ASF and Escota have significant experience and seek to limit this risk in their agreements with
contractors, no assurance can be given that these factors will not, under certain circumstances, have an adverse
effect on the Group. This risk is however limited considering that nearly the entire conceded network has
already been built.

1.3 Environmental risks
The Group incurs and will continue to incur costs to comply with environmental, health and safety laws and
regulation.
These include regulations covering noise pollution, water protection, air quality and atmospheric pollution,
waste prevention, greenhouse gas emissions, protection of sites of archaeological interest, national parks,
nature reserves, classified sites, "Natura 2000" sites (conservation areas for the protection of natural habitats
and rare species of plants and animals), forest fire prevention and waste disposal. The Group may be subject to
stricter laws and regulations in the future, thereby incurring higher compliance costs. In the case of an accident
or damage to the environment, the Group may be subject to personal injury or property damage claims or legal
proceedings for harm to natural resources. The business or profitability may be adversely affected if the Group
is unable to cover environmental protection costs or costs arising from its partial liability for any accidents, by
raising the tariffs pursuant to the terms of the concession agreements.
The Group complies with all applicable environmental regulations and standards and has set up a quality
control system covering its activities in building, operation and maintenance. Formal design and management
standards as well as guidelines have been issued, spanning all aspects of the business. The Construction
Department of ASF obtained ISO 9001 in 2003 and ISO 14001 in 2010. All of the seven ASF operating
regional centers obtained ISO 14001 certification in 2012. Escota's four operating centers and support
departments are also ISO 14001 certified since 2012.
Respect for the environment is a central priority for ASF and Escota, which aim to continuously improve their
environmental performance and prevent pollution. In partnership with all stakeholders, including nature
preservation associations, the ASF Group acts to implement appropriate solutions on the issues of noise, water,
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air quality, greenhouse gas emissions and biodiversity. Preservation of natural resources, energy savings and
optimisation of waste management in the operating centres and on the network are also priorities.
ASF and Escota estimated and publicised their carbon footprint in 2012, updating it in 2015 in accordance
with French regulations. The companies purchased 38 electric vehicles in 2014-2015 and conducted energy
audits of their activities in 2015.
Under the regulations designed to protect the public and workers against health risks associated with exposure
to asbestos, as set out in the Public Health Code, the ASF Group has performed tests to detect the possible
presence of asbestos in its premises and equipment. In the very limited number of cases where asbestos was
found, the ASF Group implemented preventive and corrective measures as specified in the regulations.

1.4 Market risks
Liquidity risks
The ASF Group's exposure to liquidity risk relates to its obligation to its existing debt and to obtaining
financing in the future for working capital needs, capital expenditure and general purposes.
At 31 December 2016, the net financial debt of the ASF Group was 11,195.1 million. The repayment
schedule of the nominal long term debt (11,032.3 million) is as follows:

Part of ASF Group's financing has been incurred by CNA (Caisse Nationale des Autoroutes), a State owned
financial entity, managed by the Caisse des Dépôts et Consignations (CDC), and created for providing
financing to the SEMCAs (semi-public motorway concessionaire companies) benefiting from the French State
conditions in the bond market in the form of bullet loans.
In 2006, ASF and Escota ceased to benefit from access to CNA loans further to the IPO of 49 per cent of the
company capital in 2002. At that time, in the context of the total privatisation, ASF and Escota signed an
addendum to the "Convention Technique" of 1996 in March 2006, setting out the general conditions of CNA
outstanding loans and providing that:
- the ASF Group must comply with the following financial covenants calculated on the basis of the ASF
consolidated financial statements:
Net Financial Debt / EBITDA 7
EBITDA / Net Financial Costs > 2.2;
- the ASF Group shall ensure that its construction and operation activities, in France and in the member
countries of the OECD, of roads, expressways, highways, transportation works, highway systems and
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parking facilities, or services related to such activities, represent at all times more than 85 per cent of its
consolidated assets and more than 80 per cent of its annual consolidated income; and
- mergers and reorganisations are not permitted without authorisation, except within the ASF Group.
For the refinancing of CNA loans and the financing of future investments, the ASF Group will have recourse
mainly to the bond market and the banking system.
At 31 December 2016, the ASF Group had a net cash managed of 98 million and unused revolving facilities
for a total amount of 2.2 billion maturing in 2020 and 2021. The bank credit line has similar financial
covenants as those provided for CNA loans.
Taking into account the net cash managed and unused credit facilities (2.2 billion), the Group's liquidity
position at 31 December 2016 was 2.3 billion covering the total amount of external long term debt to be
redeemed beyond 2018.
The above-mentioned CNA loans and bank facilities do not provide any early repayment provisions based
solely on a rating trigger. The EIB (European Investment Bank) loan contracts provides a rating clause under
which, if the ASF Group is downgraded, the parties shall consult one another in order to provide the lender
with sufficient information to assess the situation. Following such consultation, the EIB is authorised to
request the provision of guarantees or collateral in its favour. If the ASF Group fails to satisfy this request
within a reasonable time, the EIB may require an early redemption of the loans. Since the execution of the first
loan, the ASF Group was downgraded by Standard and Poor's from A+ to BBB+, in connection with its
privatisation. The EIB, after having considered ASF Group's situation following such downgrade, has not
requested the provision of guarantees or collateral.
On 31 March 2014, Standard and Poor's raised its credit rating of the ASF Group from BBB+ to A- (long term
credit rating), with stable outlook.
On 26 May 2016, Moody's raised its ratings on the ASF Group from Baa1 to A3 (long-term credit rating), and
from P2 to P1 (short-term rating).
Interest rate risk
Due to the level of its net financial debt, the ASF Group may be affected by the evolution of the euro zone
interest rates. The Group intends to preserve and optimise its financial results on a long term basis by
implementing interest rate hedging policy based on a targeted allocation of net financial debt between fixed
rate, capped rate, inflation linked rate and floating rate depending on the level of leverage measured by the net
financial debt/EBITDA ratio. The Treasury Committee, which comprises of the VINCI Executive Vice
President and CFO, the ASF CFO and the VINCI-ASF Group Treasurer and which meets regularly, follows
the interest rate exposure of the ASF Group and implements the coverage policy.
In connection with this policy, the ASF Group implements some hedging instruments in the form of options or
swaps for which the start date may differ.
At 31 December 2016, 60 per cent of the ASF Group's long term gross debt after hedging was at a fixed rate
and 40 per cent was at a floating rate.
Foreign exchange risk
Given that almost all ASF Group business is carried out in France, its exposure to foreign exchange risk is
very limited.
Nevertheless, the ASF Group may find itself exposed to foreign exchange risk whenever, exceptionally,
financing is realised in foreign currencies. This risk is generally hedged by cross currency swaps. At 31
December 2016, the Group has debts denominated in foreign currency (Japanese yen) which are fully hedged.

1.5 Legal risks
As part of the ordinary course of their business, ASF and Escota are subject to a number of administrative
proceedings and civil actions relating to the construction, operation and management of the Group network.
The ASF Group considers that its insurance policies provide adequate coverage of material potential risks,
with its general civil liability covered up to 30.5 million per claim. Cover for losses arising from liability
claims for accidental environmental damage amounts to 5 million per claim and for total claims per insurance
year at ASF Group. Companies that participate in the construction of motorways are required to carry
insurance covering their own liability. Although ASF and Escota carry property, casualty and liability
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insurance, they can give no assurance that these policies will cover the total amount of claims related to the
construction, maintenance or operation of the motorways, bridges and tunnels.

2. Risk factors relating to the Notes
The following paragraphs describe some risk factors that are material to the Notes to be admitted to trading
in order to assess the market risk associated with these Notes.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued
under the Programme. They do not describe all the risks of an investment in the Notes. 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. Terms
used but not defined in this section will have the meaning given to them in the section entitled "Terms and
Conditions of the Notes".
2.1.
General Risks Relating to the Notes
2.1.1.
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 Issuer 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.
2.1.2.
Potential Conflicts of Interest
Each of the Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in any kind
of commercial or investment banking or other business with any issuer of the securities taken up in an index,
their respective affiliates or any guarantor or any other person or entities having obligations relating to any
issuer of the securities taken up in an index or their respective affiliates or any guarantor in the same manner
as if any index-linked Notes issued under the Programme did not exist, regardless of whether any such action
might have an adverse effect on an issuer of the securities taken up in the index, any of their respective
affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives which
may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the
interests of the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and the
Noteholders (including where a Dealer acts as a calculation agent), including with respect to certain
discretionary determinations and judgements that such calculation agent may make pursuant to the Terms and
Conditions that may influence the amount receivable upon redemption of the Notes.
2.1.3.
Dealers transacting with the Issuer
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in financing, in
investment banking and/or commercial banking transactions with, and may perform services for the Issuer
and its affiliates in the ordinary course of business. Certain of the Dealers and their affiliates may have
positions, deal or make markets in the Notes issued under the Programme, related derivatives and reference
obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuer and its
affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or other
trading activities.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or
hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their
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