Obbligazione CNP Assure 4.75% ( FR0013336534 ) in EUR

CNP Assure

100 EUR ▲

Francia

FR0013336534 ( in EUR )

4.75% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione CNP Assurances FR0013336534 en EUR 4.75%, scadenza perpetue

100 000 EUR

500 000 000 EUR

27/12/2025 ( In 19 giorni )

CNP Assurances è una compagnia assicurativa francese specializzata in assicurazioni sulla vita, previdenza e salute, operante principalmente in Europa e in America Latina.

CNP Assurances ha emesso un'obbligazione perpetua in EUR con codice ISIN FR0013336534, al prezzo attuale del 100%, rendimento del 4,75%, taglia totale di emissione di ?500.000.000 e taglia minima di acquisto di ?100.000, con frequenza di pagamento semestrale.

PROSPECTUS DATED 25 JUNE 2018

CNP ASSURANCES
EUR500,000,000 Perpetual Fixed Rate Resettable Restricted Tier 1 Notes
Issue Price: 100 per cent.
The EUR500,000,000 perpetual fixed rate resettable restricted Tier 1 notes (the Notes) of CNP Assurances (CNP Assurances or the Issuer)
will be issued on 27 June 2018 (the Issue Date).
The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute (subject to certain limitations
described in the "Terms and Conditions of the Notes - Status of the Notes Payment on the Notes in the event of liquidation of the Issuer")
direct, unconditional, unsecured and Undated Junior Subordinated Obligations and rank and shall at all times rank without any preference
among themselves (save for certain obligations required to be preferred by French law) equally and rateably with any other existing or future
Undated Junior Subordinated Obligations, in priority to present and future Equity Securities, but behind prêts participatifs granted to, and
titres participatifs issued, by the Issuer, Dated Junior Subordinated Obligations, Ordinary Subordinated Obligations, Senior Subordinated
Obligations and Unsubordinated Obligations as set out in the "Terms and Conditions of the Notes - Status of the Notes".
The Notes will bear interest on their Prevailing Principal Amount (i) from (and including) the Issue Date, to (but excluding) 27 June 2028
(the First Call Date), at a fixed rate of 4.750 per cent. per annum payable semi-annually in arrear on 27 June and on 27 December in each
year commencing on 27 December 2018, and (ii) from (and including) the First Call Date, at the relevant Reset Rate of Interest payable semi-
annually in arrear on 27 June and on 27 December in each year, commencing on 27 December 2028, as further specified in "Terms and Conditions of
the Notes -- Interest".
The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment (as defined herein) otherwise scheduled to be paid on an
Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel an Interest Payment upon the occurrence of a
Mandatory Interest Cancellation Event (as defined herein) with respect to that Interest Payment. The cancellation of any Interest Payment shall not
constitute a default or event of default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in
accordance with the Conditions shall not become due and payable in any circumstances.
Upon the occurrence of a Trigger Event (as defined herein), any interest which is accrued and unpaid up to (and including) the Write-
Down Date (as defined herein) shall be automatically cancelled and the Issuer shall without the need for the consent of the Noteholders
write-down the Notes by reducing the Prevailing Principal Amount (as defined herein). A Write-Down (as defined herein) of the Notes shall
not constitute a default or an event of default in respect of the Notes or a breach of the Issuer's obligations or duties or a failure to perform
by the Issuer in any manner whatsoever, and shall not entitle Noteholders to petition for the insolvency or dissolution of th e Issuer or to
take any other action. Following any reduction of the Prevailing Principal Amount, the Issuer may, at its discretion, increase the Prevailing
Principal Amount of the Notes on any date and in any amount that it determines in its discretion (either to the Principal Amount or to any
lower amount) provided that several conditions are met, as set out in "Terms and Conditions of the Notes Discretionary Reinstatement".
The Notes do not contain no negative pledge nor events of default.
The Issuer will have the right to redeem the Notes in whole, but not in part, on the First Call Date or on any Interest Payment Date thereafter,
as defined and further described in "Terms and Conditions of the Notes - Redemption and Purchase - Optional Redemption from the First
Call Date". The Issuer may also, at its option and subject to Condition 6.9 ("Redemption and Purchase Conditions to Redemption and
Purchase"), redeem the Notes upon the occurrence of certain events, including a Gross-up Event, a Withholding Tax Event, a Tax
Deductibility Event, a Regulatory Event, a Rating Methodology Event or if the conditions for Clean-up Redemption are met, all as further
described in "Terms and Conditions of the Notes - Redemption and Purchase". All redemptions are subject to the Prior Approval of the
Relevant Supervisory Authority.
Application has been made for approval of this prospectus (the Prospectus) to the Autorité des marchés financiers (the AMF) in France in
its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive 2003/71/EC of 4
November 2003, as amended (the Prospectus Directive).
Application has been made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a regulated market
for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, appearing on the list of regulated markets issued by the
European Commission (a Regulated Market).
The Notes will be issued in bearer dematerialised form (au porteur) in the denomination of EUR100,000. The 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 (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of
the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France (Euroclear France) which shall credit the accounts of
the Account Holders. Account Holder shall mean any financial intermediary institution entitled to hold, directly or indirectly, accounts on
behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV (Euroclear) and Clearstream Banking SA
(Clearstream).

The Notes have been rated BBB- by Standard & Poor's Ratings Services (Standard & Poor's) and Baa3 by Moody's Investors Service
(Moody's). The Issuer's long-term senior unsecured debt is rated A by Standard & Poor's and A1 by Moody's. Standard & Poor's and
Moody's are established in the European Union and registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the
Council of 16 September 2009 on credit rating agencies (as amended) (the 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 Prospectus. A rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this Prospectus, in
connection with any investment in the Notes.
Structuring Advisor
HSBC
Global Coordinators
HSBC
MORGAN STANLEY
Joint Lead Managers
CREDIT SUISSE
HSBC
MORGAN STANLEY
NATIXIS
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
UNICREDIT

2

This Prospectus should be read and construed in conjunction with any supplement, that may be published
between the date of this Prospectus and the date of the admission to trading of the Notes on Euronext Paris,
and with all documents incorporated by reference herein (see "Information Incorporated by Reference")
(together, the Prospectus).
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 as amended and the relevant implementing
measures in France, in respect of, and for the purposes of giving information with regard to, the Issuer and
the Group (as defined below) and the Notes which, according to the particular nature of the Issuer and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer and the Group.
Certain information contained in this 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.
References herein to the Issuer are to CNP Assurances. References to the Group are to the Issuer, together
with its fully consolidated subsidiaries taken as a whole from time to time.
No person has been authorised to give any information or to make any representation other than those
contained in this 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
Joint Lead Managers (as defined in "Subscription and Sale"). Neither the delivery of this Prospectus nor
any offering or 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 those of the Group since the date hereof or the date
upon which this Prospectus has been most recently supplemented or that there has been no adverse change
in the financial position of the Issuer or that of the Group since the date hereof or the date upon which this
Prospectus has been most recently supplemented or that any other information supplied in connection with
the issue of the Notes 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.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Joint Lead Managers which would permit a public offering of the Notes or distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any offering material may be distributed or published
in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint
Lead Managers to inform themselves about and to observe any such restriction. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the
United Kingdom and France, (see "Subscription and Sale").
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. 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. SUBJECT TO
CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR

3

TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT IN TRANSACTIONS EXEMPT
FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. FOR A DESCRIPTION OF
CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE".
The Joint Lead Managers have not separately verified the information contained in this Prospectus. None of
the Joint Lead Managers makes any representation, warranty or undertaking, express or implied, or accept
any responsibility or liability, with respect to the accuracy or completeness of any of the information
contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the issue and sale of the Notes. Neither this Prospectus nor any information incorporated
by reference in this Prospectus is intended to provide the basis of any credit or other evaluation and should
not be considered as a recommendation by the Issuer or the Joint Lead Managers that any recipient of this
Prospectus or any information incorporated by reference should subscribe for or purchase the Notes. In
making an investment decision regarding the Notes, prospective investors must rely on their own
independent investigation and appraisal of the (a) the Issuer, the Group, its business, its financial condition
and affairs and (b) the terms of the offering, including the merits and risks involved. The contents of this
Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should
subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of an
investment in the Notes. None of the Joint Lead Managers undertakes to review the financial condition or
affairs of the Issuer or the Group after the date of this Prospectus nor to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Joint Lead Managers.
Potential investors should, in particular, read carefully the section entitled "Risk Factors" set out below
before making a decision to invest in the Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.
MIFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes, taking into account the five categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that: (i)
the target market for the Notes is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the manufacturers' 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 manufacturers' target market
assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors - The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer
within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.

4

In this 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.

5

TABLE OF CONTENTS
Section
Page
Risk Factors ........................................................................................................................................................ 7
General Description of the Notes ..................................................................................................................... 21
Documents on Display ..................................................................................................................................... 36
Information Incorporated by Reference ........................................................................................................... 37
Terms and Conditions of the Notes .................................................................................................................. 42
Use of Proceeds ................................................................................................................................................ 65
Description of the Issuer ................................................................................................................................... 66
Recent Developments ....................................................................................................................................... 67
Taxation ............................................................................................................................................................ 85
Subscription and Sale ....................................................................................................................................... 87
General Information ......................................................................................................................................... 89
Persons responsible for the information contained in the Prospectus .............................................................. 92

6

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Notes.
All of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should read the entire Prospectus. The
following is a disclosure of risk factors that are material to the Notes in order to assess the market risk
associated with these Notes and risk factors that may affect the Issuer's ability to fulfill its obligations under
the Notes. Prospective investors should consider these risk factors before deciding to purchase Notes. The
following statements are not exhaustive. Prospective investors should consider all information provided in
this Prospectus and consult with their own professional advisers if they consider it necessary. In addition,
investors should be aware that the risks described may combine and thus intensify one another. The
occurrence of one or more risks may have a material adverse effect on the own funds, the financial position
and the operating result of the Issuer.
Each of the risks highlighted below could have a material adverse effect on the business, operations,
financial conditions or prospects of the Issuer or the Group, which in turn could have a material adverse
effect on the amount of principal and interest which investors will receive in respect of the Notes. In
addition, each of the risks highlighted below could adversely affect the trading price of the Notes or the
rights of investors under the Notes and, as a result, investors could lose some or all of their investment.
Words and expressions defined in the section entitled "Terms and Conditions of the Notes" herein shall have
the same meanings in this section. For the purpose of this section, the Group is defined as the Issuer and its
fully consolidated subsidiaries taken as a whole from time to time. Expressions in this section such as "we",
"our", "us" and any similar terms are a reference to the Issuer and/or the Group, as the case may be, unless
the context requires otherwise.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
RISK FACTORS RELATING TO THE ISSUER
Risks factors relating to the Issuer and its activity are described on pages 94 to 109 and on pages 212 to 224
of the 2017 Registration Document (as defined in section "Information Incorporated by Reference") which
are incorporated by reference into this Prospectus and include the following:
-
underwriting risk factors linked to the insurance business: insurance risk on savings
contracts, pension and personal risk products, concentration of insurance risk, reinsurance risk
and liability adequacy risk due to changes in assumptions;
-
risk factors linked to the financial markets: asset/liability mismatch risk, interest rate risk,
credit risk, sovereign debt risk, country risk, liquidity risk, equity risk, real estate risk,
infrastructure risk, private equity risk, currency risk and hedging adequacy risk;
-
risk factors linked to the business: operational risks, business continuity risk, compliance risk,
litigation risk, money-laundering and fraud risk, information systems risk, employee-related risk
and environmental risk;

7

-
other risk factors: tax risk, ratings downgrade risk, partner risk, regulatory and antitrust risk,
modelling risk.
RISK FACTORS RELATING TO THE NOTES
In addition to the risks relating to the Issuer (including the default risk) that may affect the Issuer's ability to
fulfill its obligations under the Notes, there are certain factors which are material for the purpose of assessing
the risks associated with an investment in the Notes.
1.
General Risks relating to the Notes
Independent review and advice.
Each prospective investor in the 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.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Notes. A prospective investor may not rely on the Issuer or the Joint Lead
Managers 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.
The Notes may not be a suitable investment for all investors.
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets;
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks; and
(vi)
consult their legal advisers in relation to possible legal and fiscal risks that may be
associated with any investment in the Notes.
The Notes are complex financial instruments. Sophisticated institutional investors generally
purchase complex financial instruments as part of a wider financial structure rather than as
standalone investments. They purchase complex financial instruments as a way to reduce risk or

8

enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios.
A potential investor should not invest in the Notes unless it has the expertise (either alone or with a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting
effects on the value of the Notes and the impact this investment will have on the potential investor's
overall investment portfolio.
Legality of purchase.
Neither the Issuer nor the Joint Lead Managers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Notes by a prospective investor, 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.
Modification and waiver.
The Terms and Conditions of the Notes contain provisions for Noteholders to consider matters
affecting their interests generally to be adopted either through a general meeting or by unanimous
consent following a written consultation. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant general meeting, and
Noteholders who voted in a manner contrary to the majority. General meetings or written
consultations may deliberate on any proposal relating to the modification of the conditions of the
Notes subject to the limitations provided by French law.
Regulatory and legal investment considerations may restrict certain investments.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers
to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can
be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or
pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate
regulators to determine the appropriate treatment of the Notes under any applicable risk-based
capital or similar rules.
Taxation.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or documentary charges or duties in accordance with the laws and practices of the jurisdiction 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 not to rely upon such tax overview contained in this Prospectus but should ask
for their own tax adviser's advice on their individual taxation with respect to the acquisition,
holding, disposal and redemption of the Notes. Only this adviser is in a position to duly consider the
specific situation of the potential investor. This investment consideration has to be read in
connection with the taxation sections of this Prospectus.
The proposed financial transaction tax (FTT).
On 14 February 2013, the European Commission published a proposal (the Commission's
Proposal) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France,
Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States). However,
Estonia has since stated that it will not participate.
The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings
in the Notes (including secondary market transactions) in certain circumstances.

9

Under the Commission's Proposal the FTT could apply in certain circumstances to persons both
within and outside of the participating Member States. Generally, it would apply to certain dealings
in the Notes where at least one party is a financial institution, and at least one party is established in
a participating Member State. A financial institution may be, or be deemed to be, "established" in a
participating Member State in a broad range of circumstances, including (a) by transacting with a
person established in a participating Member State or (b) where the financial instrument which is
subject to the dealings is issued in a participating Member State.
The FTT proposal remains subject to negotiation between the participating Member States. It may
therefore be altered prior to any implementation, the timing of which remains unclear. Additional
EU Member States may decide to participate and/or participating Member States may decide to
participate. Prospective holders of the Notes are advised to seek their own professional advice in
relation to the FTT.
Change of law.
The Terms and Conditions of the Notes are based on French laws in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change
in French laws or administrative practice or in the official application or interpretation of French law
after the date of this Prospectus.
French insolvency law.
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the Assembly) in order to defend their common interests if a safeguard
procedure (procédure de sauvegarde), an accelerated safeguard procedure (procédure de sauvegarde
accélérée), an accelerated financial safeguard procedure (procédure de sauvegarde financière
accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in
France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes) and
regardless of their governing law.
The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), draft
accelerated safeguard plan (projet de plan de sauvegarde accélérée), draft accelerated financial
safeguard plan (projet de plan de sauvegarde financière accélérée) or judicial reorganisation plan
(projet de plan de redressement) applicable to the Issuer and may further agree to:

increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling and/or writing-off debts;

establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or

decide to convert debt securities (including the Notes) into shares or securities that give or
may give access to share capital.
Decisions of the Assembly will be taken by a two-thirds majority (calculated as a proportion of the
debt securities held by the holders expressing a vote). No quorum is required on convocation of the
Assembly.
For the avoidance of doubt, the provisions relating to the representation of the Noteholders described
in the Terms and Conditions of the Notes set out in this Prospectus will not be applicable in these
circumstances.

10