Obbligazione Cais Imm. France 0% ( XS2104031757 ) in EUR

Emittente Cais Imm. France
Prezzo di mercato 100 EUR  ▲ 
Paese  Francia
Codice isin  XS2104031757 ( in EUR )
Tasso d'interesse 0%
Scadenza 17/01/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Cais. Ctr. du Crd. Imm. France XS2104031757 in EUR 0%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata CAIS Ctr. del Crd. Imm. France si riferisce probabilmente a un centro di assistenza immigrazione francese.

The Obbligazione issued by Cais Imm. France ( France ) , in EUR, with the ISIN code XS2104031757, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 17/01/2024








INFORMATION MEMORANDUM dated 20 December 2019


CAISSE CENTRALE DU CREDIT IMMOBILIER DE FRANCE --
3CIF
(Incorporated in France as a société anonyme)
Euro 12,000,000,000
Debt Issuance Programme
unconditionally and irrevocably guaranteed by
THE REPUBLIC OF FRANCE
Under the Debt Issuance Programme (the "Programme") described in this information memorandum (the "Information Memorandum"), Caisse Centrale du Crédit Immobilier de France -
3CIF ("3CIF" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the "Notes"). The aggregate nominal
amount of Notes outstanding will not at any time exceed Euro 12,000,000,000 (or the equivalent in other currencies). The Programme will be valid for a period of one year from the date of
this Information Memorandum. This Information Memorandum supersedes and replaces the Information Memorandum dated 20 December 2018 and all supplements thereto.
The Notes will be unconditionally and irrevocably guaranteed on a first demand basis by The Republic of France (the "Guarantor") pursuant to a first demand guarantee (garantie autonome
à première demande) in the form contained herein (see "The State Guarantee" below) as amended or replaced from time to time (the "State Guarantee"). As at the date of this Information
Memorandum, the State Guarantee is in the form contained herein. The application of the State Guarantee to any Notes is subject to various criteria and conditions set out in the State
Guarantee and further described herein. Only Notes benefitting from the State Guarantee may be issued under this Programme. Furthermore, the amount payable under the State Guarantee (in
respect of principal, interest and accessory costs) is capped at Euro 16,000,000,000 for all debt securities (including the Notes) issued by the Issuer and benefitting from the State Guarantee
(as defined herein).
Subject to compliance with all relevant laws, regulations and directives, the Notes may have minimum and/or maximum maturities as set out in the relevant Pricing Supplement (as defined
below) and will be subject to any limitations on maturity as shall be provided by the State Guarantee from time to time which requires that Notes must have a minimum maturity of three (3)
months and a maximum maturity of five (5) years. In addition, Notes benefitting from the State Guarantee must be issued no later than 30 September 2035 and their maturity date must not
extend beyond 31 December 2035.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official list of the Luxembourg Stock Exchange and admitted to
trading on the Regulated Market (as defined below) operated by the Luxembourg Stock Exchange. References in this document to Notes being "listed" (and all related references) shall mean
that such Notes have been listed on the official list of the Luxembourg Stock Exchange or, as the case may be, a MIFID Regulated Market (as defined below). The Luxembourg Stock
Exchange's Regulated Market is a regulated market for the purposes of Markets in Financial Instruments Directive 2014/65/EU, as amended or superseded, appearing on the list of regulated
markets published by the European Securities and Market Authority (each such regulated market being a "MIFID Regulated Market"). This Information Memorandum may be used to list
Notes on the regulated market "Bourse de Luxembourg" (the "Regulated Market") of the Luxembourg Stock Exchange. This Information Memorandum constitutes a "Base Prospectus" and
any Pricing Supplement hereto will constitute "Final Terms" each for the purposes of the Luxembourg law of 16 July 2019 on the prospectuses for securities (the "Luxembourg Prospectus
Act"). Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Notes.
This Information Memorandum does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, and may be used only for the purpose for which it is published.
Each Series or Tranche of Notes will initially be represented on issue by a temporary global note in bearer form (each a "temporary Global Note"), without coupons. The temporary Global
Notes will be either exchangeable for interests in a permanent global note in bearer form (each a "permanent Global Note") or for definitive Notes as specified in the relevant Pricing
Supplement. If the Global Notes are stated in the relevant Pricing Supplement to be issued in new global note ("NGN") form ("New Global Notes" or "NGNs"), they are intended to be
eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking SA ("Clearstream").
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs" ) may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, be
deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream (the "Common Depositary") and (b) in the case of a Tranche intended to be cleared through
Euroclear France as central depositary or any other clearing system other than or in addition to Euroclear and Clearstream or delivered outside a clearing system, be deposited, as the case may
be, with Euroclear France or as otherwise agreed between the Issuer and the relevant Dealer (as defined below).
The Programme has been rated Aa2/P1 by Moody's Investors Services Limited ("Moody's") and AA/F1+ by Fitch Ratings Limited ("Fitch Ratings"). Unless otherwise specified in the
relevant Pricing Supplement, long-term Notes to be issued under the Programme will be rated Aa2 by Moody's and AA by Fitch Ratings and short-term Notes to be issued under the
Programme will be rated P1 by Moody's and F1+ by Fitch Ratings. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to Notes issued 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. Each of
Moody's and Fitch Ratings is established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings agencies as amended (the "CRA Regulation") and is
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 as of the date of this
Information Memorandum1.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Information Memorandum and in particular those relating to the State
Guarantee.
Arranger
Deutsche Bank
Dealers
BNP PARIBAS
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
Natixis
Société Générale Corporate & Investment Banking

1 https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.



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RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for information contained in this Information Memorandum and the Pricing
Supplement for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer
(having taken all reasonable care to ensure that such is the case) the information contained in this
Information Memorandum is in accordance with the facts and contains no omission likely to affect the import
of such information. This Information Memorandum is to be read in conjunction with all documents which are
incorporated herein by reference as described in "Documents Incorporated by Reference" below and any
supplements to this Information Memorandum published from time to time (each a "Supplement" and
together the "Supplements"). This Information Memorandum shall be read and construed on the basis that
such documents are so incorporated and form part of this Information Memorandum.
In relation to each separate issue of Notes, the final offer price and the amount of such Notes will be
determined by the Issuer and the relevant Dealers in accordance with prevailing market conditions at the time
of the issue of the Notes and will be set out in the relevant Pricing Supplement.
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum 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, the
Guarantor or any of the Dealers or the Arranger (as defined in "Subscription and Sale"). Neither the delivery
of this Information Memorandum 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 since the date hereof or the
date upon which this Information Memorandum has been most recently supplemented or that there has been
no adverse change in the financial position of the Issuer or CIF Développement and the companies which
CIF Développement controls within the meaning of article L. 233­3 I of the French Commercial Code,
including 3CIF (hereinafter jointly referred to as the "CIF Group") since the date hereof or the date upon
which this Information Memorandum 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. The distribution of this
Information Memorandum and the offering or sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Information Memorandum comes are required by the Issuer, the
Guarantor, the Dealers and the Arranger to inform themselves about and to observe any such restriction. In
particular, there are restrictions on the distribution of this Information Memorandum and the offer or sale of
the Notes in France, the United Kingdom, Japan and the United States (see "Subscription and Sale" below).
The Notes and the State Guarantee 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, that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or, in the case of 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"). For a description of certain restrictions on offers and sales of Notes and on distribution of
this Information Memorandum, see "Subscription and Sale".
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer of, or an invitation by
or on behalf of any of the Issuer, the Guarantor or the Dealers to subscribe for, or purchase, any Notes. The
Arranger and the Dealers have not separately verified the information contained in this Information
Memorandum. None of the Dealers or the Arranger makes any representation or warranty, express or
implied, or accepts any responsibility with respect to the accuracy or completeness of any of the information
in this Information Memorandum or any responsibility for any acts or omissions of the Issuer, the Guarantor
or any other person in connection with this Information Memorandum or the issue and offering of any Notes
under the Programme. Neither this Information Memorandum nor any other financial statements are intended
to provide the basis of any credit or other evaluation and should not be considered as a recommendation by
any of the Issuer, the Guarantor, the Arranger or the Dealers that any recipient of this Information
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Memorandum or any other financial statements should purchase the Notes. Each potential purchaser of Notes
should determine for itself the relevance of the information contained in this Information Memorandum 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 CIF Group or the
Guarantor during the life of the arrangements contemplated by this Information Memorandum 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 CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED IN "TERMS AND
CONDITIONS OF THE NOTES" BELOW) OF NOTES, THE DEALER OR DEALERS (IF ANY)
NAMED AS THE STABILISING MANAGER(S) (THE "STABILISING MANAGER(S)") (OR
PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE RELEVANT
PRICING SUPPLEMENT MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY
OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT
TRANCHE AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY
THE RELEVANT STABILISING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In this Information Memorandum, unless otherwise specified or the context otherwise requires, references to
"Euro", "" and "euro" are to the single currency which was introduced in the participating member states
of the European Union on 1 January 1999, and which is the lawful currency of, inter alia, France, references
to the "United States" or the "U.S." are to the United States of America and references to "U.S. dollars"
and "U.S.$" are to the lawful currency of the United States, references to "Yen" and "¥" are to the lawful
currency of Japan, references to the "U.K." are to the United Kingdom, references to "Sterling" and "£" are
to the lawful currency of the United Kingdom.
The Republic of France has neither reviewed this Information Memorandum (nor any Supplement
thereto) nor verified the information contained or incorporated by reference therein and makes no
representation with respect to, or accepts any responsibility for, the contents of this Information
Memorandum (or any such Supplement) or any other statement made or purported to be made on its
behalf in connection with the Issuer and/or the CIF Group or the issue and offering of any Notes. The
Republic of France accordingly disclaims all and any liability, whether arising in tort or contract or
otherwise, which it might otherwise have in respect of this Information Memorandum or any such
Supplement or statement.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Pricing Supplement in respect of any
Notes will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as
amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor any Dealer nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.


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NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE ­ Solely for the purposes of its obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the Securities
and Futures (Capital Markets Products) Regulations 2018 (the "SF (CMP) Regulations") that, unless
otherwise stated in the relevant Pricing Supplement, all Notes issued under the Programme shall be
prescribed capital markets products as defined in SF (CMP) Regulations and "Excluded Investment
Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Forward Looking Statements
This Information Memorandum contains forward-looking statements. 3CIF may also make written forward-
looking statements in their prospectuses, in press releases and other written materials made by their officers,
directors or employees to third parties. Statements that are not historical facts, including statements about the
Issuer's and/or CIF Group's beliefs and expectations, are forward-looking statements. These statements are
based on current plans, estimates and projections, and therefore undue reliance should not be placed on them.
These forward-looking statements do not constitute profit forecasts or estimates under Commission Delegated
Regulation (EU) 2019/980.
Important considerations
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:
·
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Information Memorandum or any applicable supplement;
·
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment will
have on its overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the currency in which such potential investor's
financial activities are principally denominated;
·
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
·
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.
Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce
risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A
potential investor should not invest in Notes which are complex financial instruments unless it has the
expertise (either alone or with the assistance of a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of such Notes and the impact this investment will
have on the potential investor's overall investment portfolio.

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Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not
reflect the potential impact of all risks related to structure, market, additional factors discussed in this section,
and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or
hold securities and may be revised or withdrawn by the rating agency at any time. In addition, as the Notes
are issued with the benefit of the Guarantor, a rating downgrade of The Republic of France may lead to a
rating downgrade of the Issuer and/or the Programme and/or any Notes.
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 to
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 these advisors are in a position to duly consider the specific
situation of the potential investor.



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TABLE OF CONTENTS

RISK FACTORS ................................................................................................................................................ 7
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................25
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................27
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................34
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................64
THE STATE GUARANTEE .............................................................................................................................70
USE OF PROCEEDS ........................................................................................................................................94
FORM OF PRICING SUPPLEMENT ..............................................................................................................95
DESCRIPTION OF THE ISSUER .................................................................................................................107
MANAGEMENT OF THE ISSUER ...............................................................................................................128
RECENT DEVELOPMENTS .........................................................................................................................130
SUBSCRIPTION AND SALE ........................................................................................................................131
GENERAL INFORMATION ..........................................................................................................................134



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RISK FACTORS
Prospective purchasers of the Notes offered hereby should consider carefully, among other things and in light of
their financial circumstances and investment objectives, all of the information in this Information Memorandum
and, in particular, the risk factors set forth below (which the Issuer, in its reasonable opinion, believes represents
or may represent the risk factors known to it which may affect the Issuer's ability to fulfil its obligations under the
Notes) in making an investment decision. Investors may lose the value of their entire investment in certain
circumstances.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under
the Programme. 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
Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the risks inherent in investing in Notes issued under
the Programme. Prospective investors should also read the detailed information set out elsewhere in this
Information Memorandum and reach their own views prior to making any investment decision.
Risks relating to the Issuer and its operations
Macro-risks in the European Union could have unforeseen negative consequences on the Issuer and the CIF
Group.
Economic, monetary and political conditions and stability remain uncertain in the European Union, in particular, in
a number of the euro zone members. If economic and financial conditions in the European Union or the euro zone
component of the European Union deteriorate, or if fears persist that one or more European Union/euro zone
members will default or restructure its or their indebtedness, or in the case of euro zone members withdrawing
from the euro, the cost and availability of funding available to European banks, including 3CIF and CIF
Développement and the companies which CIF Développement controls within the meaning of article L. 233­3 I of
the French Commercial Code, including 3CIF (hereinafter jointly referred to as the "CIF Group"), may be
affected, and such events could otherwise materially adversely affect the Issuer's financial condition and results of
operations, including the value of its assets and liabilities.
CIF Group is in orderly resolution, and its ability successfully to complete its orderly resolution plan is
significantly dependent on external factors.
CIF Group encountered refinancing and liquidity difficulties in the second half of 2011 and continuing into 2012,
in the context of the financial crisis in Europe and the downgrading of its debt ratings. These difficulties led to the
CIF Group requiring emergency liquidity assistance from the Banque de France in May 2012.
The consequences of these difficulties led to CIF Group having to redefine its business model which historically
had always been exclusively dependent on the capital markets as the main source of its fund raising needs as it
does not have a deposit-taking activity. Notwithstanding efforts to find alternative solutions for its business model,
CIF Group was forced to seek further financing assistance from the French State which, in September 2012, agreed
to provide a State guarantee to guarantee, inter alia, future debt issues by 3CIF to enable it to cover the CIF
Group's liquidity needs. The European Commission, firstly in February 2013 and then in August 2013, published
notices announcing that it has authorised this State guarantee on a provisional basis and subject to certain
conditions for a period terminating on 28 November 2013 (the "EC Temporary Decisions"). During this period,
CIF Group was required to prepare an orderly resolution plan involving the cessation of any non-viable activities
and the sale of viable businesses. On 27 November 2013, the European Commission published a further

EMEA 124725973
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announcement approving the orderly resolution plan (the "EC Final Decision") opening the way for the French
State to provide the financial assistance through the State guarantee on a more permanent basis.
On 27 November 2013, the French State issued the permanent State Guarantee which will over time effectively
replace, subject to its terms, the Temporary Guarantee (as defined below) which will remain in force in respect of
various debt incurred by 3CIF benefitting from the Temporary Guarantee. See "Risk Factors - Risks relating to the
State Guarantee" below.
The orderly resolution plan, in essence, envisages the sale of those businesses of CIF Group considered viable and
saleable within a specified period, and the run-off of the other non-viable businesses without new production.
See the sections entitled "Description of the Issuer ­ The Financial Crisis and its effect on the CIF Group",
"Recent Developments", "The State Guarantee" and "Risk Factors - Risks relating to the State Guarantee" below.
CIF Group's ability to execute the orderly resolution plan successfully, and thus avoid a disorderly liquidation, is
heavily dependent on a number of external factors over which CIF Group has little or no control including: (i) the
accuracy of the macro-economic assumptions underlying the plan; (ii) the evolution of credit spreads and interest
rates; (iii) the absence of any major credit event over the duration of the plan; (iv) substantial access by CIF Group
to the capital markets, and to issue significant amounts of government guaranteed bonds in the capital markets; (v)
the ability of CIF Group to execute the disposals required under the plan on acceptable terms; and (vi) the ability to
continue to manage and operate the remaining business which it will be winding-down in an efficient manner.
Any significant deviation from one or more of these assumptions could have a material adverse impact on CIF
Group and on the Issuer's financial condition and results of operations. Consequently, the Issuer's ability to meet
its payment obligations under the Notes could be affected.
As a financial institution in run-off, the CIF Group is particularly vulnerable to fluctuations in interest rates
and other parameters.
As required by the EU Decision, the orderly resolution plan contemplates that CIF Group will not engage in new
loan production. Since the CIF Group can no longer engage in any meaningful loan production, its ability to
actively manage its assets and liabilities is substantially constrained as compared to a commercially active credit
institution, and both its balance sheet and its off-balance sheet commitments are particularly vulnerable to
fluctuations in interest rates and exchange rates (see "The CIF Group is exposed to fluctuations in its cash
collateral requirements" below).
The CIF Group is exposed to fluctuations in its cash collateral requirements.
The CIF Group has a significant derivatives portfolio, consisting primarily of interest rate derivatives. That
portfolio generates a cash collateral requirement that is highly sensitive to fluctuations in foreign exchange rates
and interest rates. Significant deviations in those rates from the levels assumed in the final orderly resolution plan
would increase the CIF Group's and the Issuer's funding needs and costs, and have a material adverse effect on
their financial condition and results of operations.
Adjustments to the carrying value of the Issuer's securities and derivatives portfolios could have an impact on
its net income and shareholders' equity.
The carrying value of the Issuer's securities and derivatives portfolios and certain other assets in its balance sheet is
adjusted as of each financial statement date. Most of the adjustments are made on the basis of changes in fair value
of the assets during an accounting period, with the changes recorded either in the income statement or directly in
shareholders' equity. Changes that are recorded in the income statement, to the extent not offset by opposite
changes in the value of other assets, affect its net banking income and, as a result, its net income. All fair value
adjustments affect shareholders' equity and, as a result, capital adequacy ratios. The fact that fair value adjustments

EMEA 124725973
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are recorded in one accounting period does not mean that further adjustments will not be needed in subsequent
periods.
The CIF Group has a significant level of encumbered assets and the encumbrance of assets may remain at a
significant level going forward.
The CIF Group's funding now mainly relies on government guaranteed funding.
Certain assets of CIF Group have been pledged in security to the French State in return for the State Guarantee and
further security may be required in the future.
In addition, significant refinancing is carried out through CIF Euromortgage, the CIF Group's covered bond
issuing subsidiary, whose assets are by law secured in favour of most (if not all) of its creditors. The CIF Group
may also develop secured borrowing using the repo market. Consequently, the proportion of encumbered to
unencumbered assets may remain at a significant level going forward. This may also arise as a result of the need to
post appropriate collateral in connection with other derivative transactions including for hedging purposes.
The CIF Group is exposed to a substantial liquidity risk.
Generally, liquidity risk is the risk that the Issuer will experience difficulty in financing its assets and/or meeting its
contractual payment obligations as they fall due, or will only be able to do so at substantially above the prevailing
market cost of funds. This risk is inherent in banking operations generally, but is especially acute in the case of the
Issuer, given its substantial short term funding needs and that it is exclusively reliant on the capital markets for its
funding needs.
The Issuer's liquidity may be impacted as a result of a reluctance of the Issuer's counterparties or the market to
finance the Issuer's operations due to actual or perceived weaknesses in the Issuer's financial condition or
prospects as resulted during the financial crisis and let to the need for the State Guarantee. Such effects can also
arise from circumstances unrelated to the Issuer's businesses and outside its control, such as, but not limited to,
sovereign credit ratings, disruption in the financial markets, negative developments concerning other financial
institutions, a negative perception of the financial services industry in general, disruption in the markets for any
specific class of assets or major events or disasters of global significance. Negative perceptions of the Issuer's
financial condition or prospects could develop as a result of material unanticipated losses, changes in its credit
ratings or regulatory action, as well as many other reasons. This risk can be increased by an over-reliance on a
particular source of funding (including, for example, short term funding) or other factors, such as a high sensitivity
to fluctuations in foreign exchange rates or interest rates (see "The CIF Group is exposed to fluctuations in its cash
collateral requirements"). However, 3CIF is eligible for the Permanent French State Guarantee. See "The State
Guarantee" on page 58.
According to the Basel Committee recommendations, the European Commission adopted the Regulation (EU)
575/2013 on prudential requirements for credit institutions and investment firms (Capital Requirements
Regulation). It settles the liquid asset level required in order to overcome a potential liquidity disruptions over a 30-
day period. HQLA level 1 are the most liquid assets. They may be used without limit in the liquidity buffer and are
not subject to a discount (or haircut) to their market value. They include assets issued by credit institutions which
benefit from the guarantee of a European Member State where the guarantee was granted or committed for a
maximum amount prior to 30 June 2014 and is a direct, explicit, irrevocable and unconditional guarantee and
covers the failure to pay principal and interest when due. 3CIF Debt Issuance Programme benefits from a direct,
explicit, irrevocable and unconditional guarantee of the French Republic since 27 November 2013.
As a credit institution, the Issuer is exposed to the creditworthiness of its counterparties.
The Issuer may suffer losses related to the inability of its customers or other counterparties to meet their financial
obligations.

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Since 3CIF does not lend to individuals and loans to CIF Group companies as covered by the CIFD mutual
guarantee system, the Issuer's main exposure comes from various counterparties outside the CIF Group which may
be significant. This exposure can arise through the acquisition of securities and other investments when managing
its liquidity reserves and investing excess cash, and purchasing derivatives instruments for hedging purposes.
These counterparties include institutional clients, brokers and dealers, commercial banks, investment banks and
mutuals. Many of these relationships expose the Issuer to credit risk in the event of default of a counterparty. In
addition, the Issuer's and/or the CIF Group's credit risk may be increased when the collateral it holds cannot be
realised at, or is liquidated at prices not sufficient to recover, the full amount of the loan or derivative exposure it is
due to cover, which could in turn affect the Issuer's ability to meet its payments under the Notes.
The Issuer cannot assume that its level of provisions will be adequate or that it will not have to make significant
additional provisions for possible bad and doubtful debts in future periods. The weakness or insolvency of these
counterparties may impair the effectiveness of the Issuer's or the CIF Group's hedging and other risk management
strategies, which could in turn affect the Issuer's ability to meet its payments under the Notes.
As market conditions change, the fair value of the Issuer's or the CIF Group's exposures to counterparties could
fall further and result in additional losses or impairment charges, which could have a material adverse effect on the
Issuer's or the CIF Group's financial condition and/or results of operations (see also "The CIF Group and the
Issuer are exposed to concentration risk"). Such losses or impairment charges could derive from: a decline in the
value of exposures; a decline in the ability of counterparties, to meet their obligations as they fall due; or the
ineffectiveness of hedging and other risk management strategies in circumstances of severe stress. Any value
ultimately realised by the Issuer on sale of an asset will depend on the prices achievable in the market following the
decision to sell which may be higher or lower than the asset's current estimated value. If there is a shortfall
between the proceeds obtained on disposal and the carrying value of the asset on the balance sheet there would be
an adverse effect on the Issuer's or the CIF Group's financial condition and/or result of operations, which could in
turn affect the Issuer's ability to meet its payment obligations under the Notes.
Operational risks, including any systems failures or interruptions, could have a material adverse effect on the
Issuer.
Operational risk is defined as the risk of loss arising from the inadequacy or failure of procedures, individuals or
internal systems, or external events including, but not limited to, natural disasters and fires. It includes risk relating
to the security of information systems, litigation risk and reputational risk.
Unforeseen events such as severe natural catastrophes, or other states of emergency can lead to an abrupt
interruption of the Issuer's operations, which can cause substantial losses. Such losses can relate to property,
financial assets, trading positions or key employees. Such unforeseen events can also lead to additional costs (such
as relocation of employees affected) and increase the Issuer's costs (such as insurance premiums). Such events may
also make insurance coverage for certain risks unavailable and thus increase the CIF Group's risk.
As with most other banks, the CIF Group relies heavily on communications and information systems to conduct its
business. Any failure, interruption or breach in security of these systems could result in failures or interruptions in
the CIF Group's customer relationship management, general ledger, servicing and/or loan organisation systems.
The CIF Group cannot provide assurances that such failures or interruptions will not occur or, if they do occur, that
they will be adequately addressed. The occurrence of any failures or interruptions could have a material adverse
effect on the CIF Group's financial condition and results of operations.
In the case of the CIF Group, operational risk may be increased by several factors related to the evolution from the
implementation of the final orderly resolution plan. These factors include (i) the HR, IT and operational disruptions
caused by the disposals to be carried out by the CIF Group, (ii) the complexity of the disentanglement issues and
the transitional arrangements associated with those divestitures, and (iii) the overall decrease in staff levels across
the CIF Group.

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