Obbligazione Arkea Crédit Mutuel 6% ( FR0010096826 ) in EUR

Arkea Crédit Mutuel

100 EUR ⇌

Francia

FR0010096826 ( in EUR )

6% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Credit Mutuel Arkea FR0010096826 en EUR 6%, scadenza perpetue

05/07/2026 ( In 92 giorni )

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The Obbligazione issued by Arkea Crédit Mutuel ( France ) , in EUR, with the ISIN code FR0010096826, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

Offering Circular dated 2 July 2004

250,000,000 Undated Deeply Subordinated Fixed to Variable Rate Notes
Eligible as Tier 1 Regulatory Capital for Caisse Interfédérale de Crédit Mutuel
Issue Price: 100 per cent.
The 250,000,000 Undated Deeply Subordinated Fixed to Variable Rate Notes (the "Notes") of Compagnie
Financière du Crédit Mutuel (the "Issuer" or "CFCM") will be issued outside the Republic of France and,
subject as provided in "Terms and Conditions of the Notes Interest and Interest Suspension and - Loss
Absorption and Return to Financial Health" below, will bear interest at a fixed rate of 6 per cent. per annum
from, and including, 5 July 2004 (the "Issue Date") to, but excluding, 5 July 2005 payable semi-annually in
arrear on or about 5 January and 5 July in each year, commencing on 5 January 2005 and thereafter at a variable
interest rate per annum as more fully described in Condition 4 of the Terms and Conditions of the Notes payable
semi-annually in arrear on or about 5 January and 5 July in each year, commencing on or about 5 January 2006.
(See "Terms and Conditions of the Notes Interest and Interest Suspension" herein).
For so long as the compulsory interest provisions do not apply, the Issuer may elect, and in certain
circumstances shall be required, not to pay interest falling due on the Notes on any Interest Payment Date (as
defined in "Terms and Conditions of the Notes Definitions" herein), with a view to allowing the Issuer to
ensure the continuity of its activities without weakening its financial structure. Any such interest not so paid
shall be forfeited. (See "Terms and Conditions of the Notes Interest and Interest Suspension" herein).
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject to the
prior approval of the Secrétariat général of the Commission bancaire, be redeemed (in whole but not in part) on
5 July 2014 and on any Interest Payment Date thereafter. The Notes may be, and in certain circumstances, shall
be redeemed (in whole but not in part). (See "Terms and Conditions of the Notes Redemption and Purchase"
herein.)

Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes have been assigned
a rating of A- by Standard and Poor's Rating Services. A rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating
agency.
See "Investment Considerations" below for certain information relevant to an investment in the Notes.
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme
("Clearstream Banking") and Euroclear Bank SA/N.V., as operator of the Euroclear System ("Euroclear").
The Notes will on the Issue Date be inscribed (inscription en compte) in the books of Euroclear France which
shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form,
Denomination and Title" below) including the depositary banks for Euroclear and Clearstream, Luxembourg.
The Notes will be issued in bearer form in the denomination of 1,000 each. The Notes will at all times be
represented in book entry form (dématérialisé) in the books of the Account Holders in compliance with article
L.211-4 of the French Code monétaire et financier. No physical document of title will be issued in respect of
the Notes.
Bookrunner, Lead Manager and Structuring Advisor
MERRILL LYNCH INTERNATIONAL
Senior Co-Lead Managers
CDC IXIS CAPITAL MARKETS
SG CORPORATE AND INVESTMENT BANKING

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains all
information with respect to the Issuer, the Issuer and its subsidiaries and affiliates taken as a whole (the
"Issuer Group") and the Notes which is material in the context of the issue and offering of the Notes, the
statements contained in this Offering Circular relating to the Issuer, the Issuer Group and the Notes are in
every material particular true and accurate and not misleading, the opinions and intentions expressed in
this Offering Circular with regard to the Issuer and the Issuer Group are honestly held, have been reached
after considering all relevant circumstances and are based on reasonable assumptions, that there are no
other facts in relation to the Issuer, the Issuer Group or the Notes the omission of which would, in the
context of the issue of the Notes, make any information or statement in this Offering Circular misleading
in any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts
and matters and to verify the accuracy of all such information and statements. The Issuer accepts
responsibility accordingly.
This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on behalf of the
Issuer or the Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the
Notes. The distribution of this Offering Circular and the offering or sale of the Notes in certain
jurisdictions, including the United States, the United Kingdom and the Republic of France, may be
restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer
and the Managers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers and sales of Notes and distribution of this Offering Circular, see
"Subscription and Sale" below. No person is authorised to give any information or to make any
representation other than those contained in this Offering Circular 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 or on behalf of the Issuer or the Managers. The delivery of this Offering Circular at
any time does not imply that the information contained in it is correct as at any time subsequent to its
date. In making an investment decision regarding the Notes, prospective investors must rely on their own
independent investigation and appraisal of the Issuer, its business and the terms of the offering, including
the merits and risks involved. The contents of this Offering Circular are not to be construed as legal,
business or tax advice. Each prospective investor should consult its own advisers as to legal, tax,
financial, credit and related aspects of an investment in the Notes. The Managers have not separately
verified the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Managers as to the
accuracy or completeness of the information contained or incorporated by reference in this Offering
Circular or any other information provided by the Issuer in connection with the Notes or their distribution.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). Subject to certain exceptions, the Notes may not be offered or sold 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")).
In this Offering Circular, unless otherwise specified or the context requires, references to "euro", "EUR"
and " " are to the single currency of the participating member states of the European Economic and
Monetary Union.
In connection with this issue MERRILL LYNCH INTERNATIONAL (the "Stabilising Agent") or any
person acting for it may over-allot or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail for a limited period after the issue
date. However, there may be no obligation on the Stabilising Agent or any agent of it to do this. Such
stabilising, if commenced, may be discontinued at any time, must be brought to an end after a limited
period and will be carried out in compliance with all applicable laws and regulations.

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TABLE OF CONTENTS
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES.............................................................4
INCORPORATION BY REFERENCE................................................................................................................13
INVESTMENT CONSIDERATIONS .................................................................................................................14
TERMS AND CONDITIONS OF THE NOTES.................................................................................................16
USE OF PROCEEDS ............................................................................................................................................37
INFORMATION RELATING TO SOLVENCY RATIOS AND ISSUES OF SECURITIES
QUALIFYING AS TIER 1 ...................................................................................................................................38
DESCRIPTION OF THE GROUP .......................................................................................................................42
REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS
OF THE ISSUER FOR THE YEAR ENDED 31 DECEMBER 2003...............................................................75
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE YEAR ENDED 31
DECEMBER 2003.................................................................................................................................................76
REPORT OF THE STATUTORY AUDITORS ON THE NON-CONSOLIDATED FINANCIAL
STATEMENTS OF THE ISSUER FOR THE YEAR ENDED 31 DECEMBER 2003.................................. 100
NON-CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE YEAR ENDED 31
DECEMBER 2003............................................................................................................................................... 102
CONSOLIDATED CAPITALISATION TABLE OF THE ISSUER AS OF 31 DECEMBER 2003............. 120
SUBSCRIPTION AND SALE............................................................................................................................ 121
GENERAL INFORMATION.............................................................................................................................. 125

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SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included elsewhere in this Offering
Circular. Capitalised terms used but not defined in this summary shall bear the respective meanings ascribed to them
under "Terms and Conditions of the Notes". Prospective investors should also consider carefully, amongst other
things, the factors set out under "Investment Considerations".
Issuer:
Compagnie Financière du Crédit Mutuel (the "Issuer" or "CFCM")
Description:
250,000,000 Undated Deeply Subordinated Fixed to Variable Rate Notes (the
"Notes").
Structuring Adviser:
Merrill Lynch International
Bookrunner:
Merrill Lynch International
Lead Manager:
Merrill Lynch International
Senior Co-Lead Managers:
CDC IXIS Capital Markets and Société Générale
Amount:
250,000,000
Issue Price:
100%
Fiscal Agent and Principal Paying Kredietbank S.A. Luxembourgeoise
Agent in Luxembourg:
Calculation Agent:
Kredietbank S.A. Luxembourgeoise
Paying Agent in Paris:
Société Générale
Denomination:
1,000
Maturity:
The Notes are undated perpetual obligations in respect of which there is no
fixed redemption date.
Form of the Notes:
The Notes are issued in dematerialised bearer form and title to the Notes will be
evidenced in accordance with article L.211-4 of the French Code monétaire et
financier by book-entries in the books of Euroclear France which shall credit,
upon issue, the accounts of the Account Holders. Transfer of Notes may only be
effected through registration of the transfer in such books. No physical
document of title will be issued in respect of the Notes.
Status of the Notes:
The Notes are Deeply Subordinated Notes ("obligations") of the Issuer issued
pursuant to the provisions of article L. 228-97 of the French Code de
Commerce, as amended by law n° 2003-706 on financial security dated 1
August 2003.

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The principal and interest of the Notes constitute direct, unconditional,
unsecured and Deeply Subordinated Obligations of the Issuer and rank and will
rank pari passu among themselves and pari passu with all other present and
future Deeply Subordinated Obligations of the Issuer, but shall be subordinated
to all present and future titres participatifs issued by, and prêts participatifs
granted to, the Issuer, Ordinary Subordinated Obligations of the Issuer and
Unsubordinated Obligations of the Issuer. The Notes shall rank in priority to
any class of share capital or any other equity securities issued by the Issuer.

The proceeds of the issue of the Notes will be treated for regulatory purposes as
consolidated fonds propres de base for Caisse Interfédérale de Crédit Mutuel
("CICM") or for the Issuer, should it become a separate independently
Regulated Entity. Fonds propres de base ("Tier 1 Capital") shall have the
meaning given to it in Article 2 of Règlement n° 90-02 of the CRBF, or
otherwise recognised as fonds propres de base by the SGCB. The CRBF
Regulation should be read in conjunction with the press release of the Bank for
International Settlements dated 27 October 1998 concerning instruments
eligible for inclusion in Tier 1 Capital (the "BIS Press Release"). The French
language version of the BIS Press Release is attached to the report published
annually by the SGCB entitled "Modalités de calcul du ratio international de
solvabilité".
Negative Pledge:
There will be no negative pledge in respect of the Notes.
CICM Letter
In relation to the Notes, Caisse Interfédérale de Crédit Mutuel ("CICM") has
pursuant to a letter executed on behalf of CICM on the Issue Date (the "CICM
Letter") undertaken to the Noteholders (through their Representative) that:
(a) as at the Issue Date, CICM has not issued Deeply Subordinated Notes or
other securities qualifying as Tier 1 Capital;
(b) any issue by CICM of Deeply Subordinated Notes or other securities
qualifying as Tier 1 Capital which may be proposed to the general assembly of
the shareholders of CICM will only rank pari passu with the Notes with respect
to the absorption of losses and the return to financial health in accordance with
the terms described in Conditions 5.1 and 5.2 of the Terms and Conditions of
the Notes, respectively; and
(c) in the event that a strengthening of the regulatory capital of CICM is
required by the SGCB in the circumstances described in Condition 5.1 of the
Terms and Conditions of the Notes, CICM will take the measures expressed to
be taken by it in that Condition.
Events of Default:
There will be no events of default in respect of the Notes, except in the case of
liquidation of the Issuer as more fully described in Condition 9.

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Interest:
Each Note bears interest on its then Principal Amount at a fixed rate of 6 per
cent. per annum from (and including) 5 July 2004 to but excluding 5 July 2005,
payable semi-annually in arrear on or about 5 January and 5 July in each year,
commencing on 5 January 2005, and thereafter at a variable interest rate per
annum as more fully described in Condition 4 of the Terms and Conditions of
the Notes payable semi-annually in arrear on or about 5 January and 5 July in
each year, commencing on or about 5 January 2006. (See "Terms and
Conditions of the Notes Interest and Interest Suspension" herein).
Payment of Interest:
Payment of interest will be compulsory on any Compulsory Interest Payment
Date.
"Compulsory Interest Payment Date" means:
a) In the absence of a Supervisory Event, each Interest Payment Date prior to
which, at any time during a period of one-year prior to such Interest
Payment Date, any of the following events has occurred:
(i) a local branch of the Group has declared or paid a dividend in cash on
any class of shares or more generally made a payment in cash
(including, inter alia, a payment of interest) on any class of equity
securities (including, inter alia, parts sociales) issued by a local
branch of the Group or has paid in cash a refund (ristourne) to its
shareholders (sociétaires); or
(ii) CICM has declared or paid a dividend (whether in cash, shares or any
other form), or more generally made a payment in cash, on any class
of share capital or on any other equity securities issued by CICM; or
CICM has redeemed, repurchased or otherwise acquired any class of
share capital or any other equity securities issued by CICM, by any
means; or

(iii) CICM has made a payment of any nature on or in respect of any
Deeply Subordinated Obligations issued by CICM, unless such
payment was a compulsory interest payment under the terms of any
such Deeply Subordinated Obligations issued by CICM; or CICM has
redeemed, repurchased or otherwise acquired any Deeply
Subordinated Obligations; or
(iv) the Issuer has declared or paid a dividend (whether in cash, shares or
any other form), or more generally made a payment of any nature, on
any class of share capital or on any other equity securities issued by
the Issuer; or the Issuer has redeemed, repurchased or otherwise
acquired any class of share capital or any other equity securities issued
by the Issuer, by any means; or

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(v) the Issuer has made a payment of any nature on or in respect of any
Deeply Subordinated Obligations issued by the Issuer or any other
Obligations of the Issuer which rank pari passu with the Notes, unless
such payment was (a) a compulsory interest payment under the terms
of any such Deeply Subordinated Obligations issued by the Issuer or
(b) required to be made pursuant to other Obligations of the Issuer
which rank pari passu with the Notes; or the Issuer has redeemed,
repurchased or otherwise acquired any Deeply Subordinated
Obligations or any other Obligations of the Issuer which rank pari
passu with the Notes; or

b) Upon the occurrence of a Supervisory Event and for so long as a
Supervisory Event is continuing, each Interest Payment Date prior to which,
at any time between the Supervisory Event and the relevant Interest
Payment Date, any of the following events has occurred:
(i)
half or more of the local branches of the Group have declared or
paid a dividend in cash on any class of shares or more generally
made a payment in cash (including, inter alia, a payment of
interest) on any class of equity securities (including, inter alia,
parts sociales) issued by a local branch of the Group or have
paid in cash a refund (ristourne) to its shareholders
(sociétaires); or
(ii) CICM has declared or paid a dividend (whether in cash, shares
or any other form), or more generally made a payment of any
nature, on any class of share capital or on any other equity
securities issued by CICM; or CICM has redeemed,
repurchased or otherwise acquired any class of share capital or
any other equity securities issued by CICM, by any means; or
(iii) CICM has made a payment of any nature on or in respect of any
Deeply Subordinated Obligations issued by CICM, unless such
payment was a compulsory interest payment under the terms of
any such Deeply Subordinated Obligations issued by CICM; or
CICM has redeemed, repurchased or otherwise acquired any
Deeply Subordinated Obligations; or
(iv) the Issuer has declared or paid a dividend (whether in cash,
shares or any other form), or more generally made a payment of
any nature, on any class of share capital or on any other equity
securities issued by the Issuer; or the Issuer has redeemed,
repurchased or otherwise acquired any class of share capital or
any other equity securities issued by the Issuer, by any means;
or

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(v)
the Issuer has made a payment of any nature on or in respect of
any Deeply Subordinated Obligations issued by the Issuer or any
other Obligations of the Issuer which rank pari passu with the
Notes, unless such payment was (a) a compulsory interest
payment under the terms of any such Deeply Subordinated
Obligations issued by the Issuer or (b) required to be made
pursuant to other Obligations of the Issuer which rank pari passu
with the Notes; or the Issuer has redeemed, repurchased or
otherwise acquired any Deeply Subordinated Obligations or any
other Obligations of the Issuer which rank pari passu with the
Notes.

For the sake of clarity, it is hereby specified that: (w) payments made to and
distribution of shares in favour of any beneficiaries of stock option plans or its
equivalent shall not fall within the scope of the paragraphs (a)(ii), a(iv), b(ii) or
(b)(iv) of the above definition, (x) any reduction of the share capital of the
Issuer or of CICM or of any subsidiaries of the Issuer or of CICM made in
order to set off losses which may entail a cancellation or redemption of shares
shall not fall within the scope of the paragraphs (a)(ii), (a)(iv) , (b)(ii) or (b)(iv)
of the above definition, (y) payments in relation to repurchases of parts
sociales of the local branches to their shareholders (sociétaires) (except in the
event of dissolution or liquidation of the local branch) shall not fall within the
scope of the paragraphs (a)(i) or (b)(i) of the above definition and (z) an
exchange of Deeply Subordinated Obligations issued by the Issuer or CICM
against shares to be issued by the Issuer or CICM, as relevant, to the extent the
relevant Deeply Subordinated Obligations are fully and exclusively exchanged
against new shares of the Issuer or of CICM, as relevant, and results in an
increase of the share capital of the Issuer or of CICM, as relevant, or a set-off
between the redemption amount of Deeply Subordinated Obligations issued by
the Issuer or CICM against the subscription price of new shares to be issued by
the Issuer or CICM, to the extent such redemption amount is fully and
exclusively allocated to the increase of the share capital of the Issuer or of
CICM, as relevant, shall not fall within the scope of the paragraphs (a)(iii),
(a)(v), (b)(iii) or (b)(v) of the above definition.
On any other Interest Payment Date (i.e. on any Optional Interest Payment
Date), the Issuer may, at its option elect not to pay interest in respect of the
Notes accrued to that date, with a view to allowing the Issuer to ensure the
continuity of its activities without weakening its financial structure. Any
interest not paid on such date shall be forfeited and no longer be due and
payable by the Issuer.

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Supervisory Event:
means the first date of either of the following events: (i) the risk-based
consolidated capital ratio of CICM and its consolidated subsidiaries (or of the
Issuer and its consolidated subsidiaries in the event the Issuer becomes a
separate Regulated Entity), calculated in accordance with the Applicable
Banking Regulations, falls below the minimum percentage required in
accordance with Applicable Banking Regulations, or (ii) the notification by the
SGCB, in its sole discretion, to CICM (or the Issuer in the event it becomes a
separate independently Regulated Entity), that the SGCB has determined that
the foregoing paragraph (i) of this definition would apply in the near term, or
(iii) as a result of losses, the Issuer's shareholders' funds (capitaux propres)
become inferior to half of the Issuer's registered capital (capital social) as set
out in its consolidated accounts (with the meaning of the article L. 225-248 of
the French Code de commerce).
End of Supervisory Event:
means, following a Supervisory Event, the first date of either of the following
events: (i) if the Supervisory Event occurred pursuant to paragraph (i) of the
definition of Supervisory Event, the risk-based consolidated capital ratio of
CICM and its consolidated subsidiaries (and of the Issuer and its consolidated
subsidiaries in the event the Issuer becomes a separate independently Regulated
Entity), calculated in accordance with the Applicable Banking Regulations,
complies with the minimum percentage required in accordance with Applicable
Banking Regulations, or (ii) if the Supervisory Event occurred pursuant to
paragraph (ii) of the definition of Supervisory Event, the notification by the
SGCB, in its sole discretion, to CICM (and the Issuer in the event it becomes a
separate independently Regulated Entity), that it has determined, in view of the
financial condition of CICM (and the Issuer in the event it becomes a separate
independently Regulated Entity), that the circumstances which resulted in the
Supervisory Event have ended, or (iii) if the Supervisory Event occurred
pursuant to clause (iii) of the definition of Supervisory Event, the Issuer's
shareholders' funds (capitaux propres) are no longer inferior to half of the
Issuer's registered capital (capital social) as set out in its consolidated accounts
(with the meaning of the article L. 225-248 of the French Code de commerce)
and either of the events mentioned in paragraphs (i) or (ii) above, as relevant,
has occurred.
Loss Absorption:
In the event that the occurrence of a Supervisory Event requires, in the
opinion of SGCB, a strengthening of the regulatory capital of CICM (or of the
Issuer in the event the Issuer becomes a separate independently Regulated
Entity), then each of the management boards of CICM and the Issuer will
convene extraordinary shareholders' meetings during the three months
following a Supervisory Event in order to propose a share capital increase or
any other measure to remedy the Supervisory Event.

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If the share capital increase(s) or any other proposed measures are not accepted
by the extraordinary shareholders' meetings of each of CICM and the Issuer, or
if the share capital increase(s) adopted by such extraordinary shareholders'
meetings is insufficiently subscribed to remedy the Supervisory Event, or, in
any event, if the Supervisory Event remains on the last day of the Interim
Period during which the Supervisory Event has occurred, the management
board of the Issuer will implement, within 10 days following the last day of the
relevant Interim Period, a reduction of the amount of the then Principal Amount
of the Notes ("Loss Absorption") so as to enable CICM (and the Issuer, should
it become a separate independently Regulated Entity), to continue their
activities in accordance with the then current banking regulations, including the
Applicable Banking Regulations. A Loss Absorption will be implemented by
partially or fully reducing the then Principal Amount of the Notes. Such
reductions will be recorded as a profit in CICM's and the Issuer's consolidated
accounts (whether audited annual or unaudited semi-annual).
For the avoidance of doubt, the absorbtion of losses will first be set off against
any classes of shares and of any other equity securities issued by the Issuer and
CICM in relation to the measures adopted by the extraordinary shareholders'
meetings of each of CICM and the Issuer to remedy the Supervisory Event as
described above and thereafter, and to the extent it is not sufficient, then against
the then Principal Amount of the Notes as herein described.

The amount by which the Principal Amount of the Notes is reduced (the
"Reduction Amount"), will be determined as follows: (a) If the Issuer is not a
separate independently Regulated Entity and the Supervisory Event occurred
pursuant to paragraph (i) or (ii) of the definition of Supervisory Event, the
Reduction Amount will be equal to the amount of losses of CICM which,
following a Supervisory Event, have not been set off against the shareholders
funds (capitaux propres) of CICM (as set out in its consolidated accounts),
following the implementation of the measures adopted by CICM extraordinary
shareholders' meeting referred to above or (b) if the Issuer is a separate
independently Regulated Entity and the Supervisory Event occurred pursuant to
paragraph (i) or (ii) of the definition of Supervisory Event, the Reduction
Amount will be equal to the higher of (i) the amount calculated in (a) above
and (ii) the amount of losses of the Issuer which, following a Supervisory
Event, have not been set off against the shareholders funds (capitaux propres)
of the Issuer (as set out in its consolidated accounts), following the
implementation of the measures adopted by the extraordinary shareholders
meeting of the Issuer referred to above or (c) if the Supervisory Event occurred
pursuant to clause (iii) of the definition of Supervisory Event, the Reduction
Amount will be equal to an amount sufficient to restore, following the
implementation of the measures adopted by CICM extraordinary shareholders'
meeting referred to above, the Issuer's shareholders' funds (capitaux propres)
to half of the Issuer's registered capital (capital social).

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