Obligation Cofiroutes 5.25% ( FR0000473993 ) en EUR

Cofiroutes

100 % ▼

France

FR0000473993 ( en EUR )

5.25% par an ( paiement annuel )

30/04/2018 - Obligation échue

Prospectus brochure de l'obligation Cofiroute FR0000473993 en EUR 5.25%, échue

1 000 EUR

600 000 000 EUR

Cofiroute est une société française d'autoroutes, filiale de VINCI Autoroutes, opérant un réseau d'autoroutes principalement dans le sud-ouest de la France.

L'Obligation émise par Cofiroutes ( France ) , en EUR, avec le code ISIN FR0000473993, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/04/2018

OFFERING CIRCULAR

(A société anonyme established under the laws of France)

Euro 600,000,000
5.25 per cent. Bonds due 2018

____________________

Issue Prices: as to Euro 500,000,000 principal amount, 99.037 per cent. and as to the remaining Euro
100,000,000 principal amount, 100.692 per cent.
____________________

The Euro 600,000,000 5.25 per cent. Bonds due 2018 (the "Bonds") of Cofiroute (Compagnie Financière et
Industrielle des Autoroutes) (the "Issuer") will be issued outside France and will bear interest from 30th
April, 2003 at the rate of 5.25 per cent. per annum payable annually in arrear on 30th April of each year
commencing on 30th April, 2004.

The Bonds will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and
rank and will rank pari passu without any preference among themselves and equally and rateably with any other
present or future unsecured and unsubordinated indebtedness of the Issuer (as more fully described under
"Terms and Conditions of the Bonds - Status of the Bonds").

Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed in full at their principal
amount on 30th April, 2018. The Bonds may, and in certain circumstances shall, be redeemed, in whole but not
in part, at their principal amount together with accrued interest in the event that certain French taxes are
imposed (as more fully described under "Terms and Conditions of the Bonds - Redemption and Purchase").

Application has been made to list the Bonds on the Luxembourg Stock Exchange.

The Bonds will be issued in book-entry "dematerialised bearer" form (au porteur) in the denomination of Euro
1,000 and will, upon issue, be inscribed in the books of Euroclear France S.A. ("Euroclear France") which
shall credit the accounts of the relevant "intermédiaires financiers habilités" ("Euroclear France Account
Holders") entitled to hold directly or indirectly accounts with Euroclear France, including the depositary banks
of Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear, Brussels") and of Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), and therefore no physical document of title (including
"certificats représentatifs" pursuant to Article 7 of Decree No. 83-359 of 2nd May, 1983) will be issued in
respect of the Bonds. Title to the Bonds will be evidenced in accordance with Article L.211-4 of the French
Code monétaire et financier (the "Code") by book-entries.

The long term unsecured and unsubordinated debt of the Issuer is rated A+ by Standard and Poor's Rating
Services, a division of The McGraw-Hill Companies, Inc.

Joint Lead Managers and Joint Bookrunners
BNP PARIBAS - CDC IXIS CAPITAL MARKETS - NATEXIS BANQUES POPULAIRES

Co-Lead Manager
SG INVESTMENT BANKING

The date of this Offering Circular is 29th April, 2003

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The Issuer confirms that this Offering Circular contains all information with respect to the Issuer and the Bonds
which is material in the context of the issue and offering of the Bonds, that the information and statements
contained in this Offering Circular relating to the Issuer and the Bonds are in every material respects true and
accurate and not misleading, that the opinions and intentions expressed in this Offering Circular with regard to
the Issuer are honestly held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, that to the best of the Issuer's knowledge there are no other material facts in relation to
the Issuer or the Bonds the omission of which would, in the context of the issue of the Bonds, make any
information or statement in this Offering Circular misleading in any material respect. The Issuer accepts
responsibility accordingly.

In making an investment decision regarding the Bonds, 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 Bonds.

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
Bonds. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions, including
France, the United States, Switzerland and the United Kingdom, 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 Bonds and
distribution of this Offering Circular, see "Subscription and Sale" below.

No person is authorised to give any information or to make any representation not contained in this Offering
Circular and any information or representation not so contained 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.

The Bonds 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 Bonds may not be offered, sold or 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")).

All references in this document to "euro", "EUR", "Euro" and "" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community (signed in Rome on 25th March, 1957), as amended and references to "FF" are to French francs.

Stabilisation

IN CONNECTION WITH THE ISSUE OF THE BONDS, BNP PARIBAS OR ANY PERSON ACTING FOR
HIM MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD AFTER 30th APRIL, 2003 (THE "CLOSING DATE"). HOWEVER
THERE MAY BE NO OBLIGATION ON BNP PARIBAS OR ANY AGENT OF HIS TO DO THIS. SUCH
STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT
TO AN END AFTER A LIMITED PERIOD.

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TABLE OF CONTENTS

Page

Terms and Conditions of the Bonds
4
Use of Proceeds
13
Description of the Issuer
14
Capitalisation
24
Financial Information
25
Statutory Auditors' report
37
Recent Developments
40
Subscription and Sale
42
General Information
44

INCORPORATION BY REFERENCE

The following documents are incorporated by reference in this Offering Circular:

(i)
The audited unconsolidated financial statements of Cofiroute as at, and for the years ended, 31st
December, 2000 and 2001 as contained in the 2001 annual report of the Issuer.

(ii)
The unconsolidated financial statements (balance sheet and statements of income) of Cofiroute, as at and
for the year ended 31st December 2002. The Issuer's financial statements as at 31st December 2002
have not yet been approved by the Assemblée Générale of its shareholders which is due to take place on
12th May, 2003.

Copies of these documents are available upon request without charge at the specified office of the Paying Agents.

The Issuer does not produce consolidated financial statements nor interim financial statements.

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TERMS AND CONDITIONS OF THE BONDS

The terms and conditions of the Bonds (the "Terms and Conditions") will be as follows:

The issue outside France of the Euro 600,000,000 5.25 per cent. Bonds due 2018 (the "Bonds") of
Cofiroute (Compagnie Financière et Industrielle des Autoroutes) (the "Issuer") has been
authorised pursuant to a resolution of the Assemblée Générale Extraordinaire et Ordinaire of the
shareholders of the Issuer adopted on 27th April, 2000, a resolution of the Conseil d'Administration of
the Issuer dated 17th March, 2003 and two decisions of its Président dated 9th April, 2003 (as to Euro
500,000,000) and 25th April, 2003 (as to Euro 100,000,000). The Bonds are issued with the benefit of
a fiscal and paying agency agreement (the "Agency Agreement") dated 30th April, 2003 between the
Issuer, Euro Emetteurs Finance, as fiscal agent and principal paying agent (the "Fiscal Agent", which
expression shall, where the context so admits, include any successor for the time being as Fiscal
Agent) and the other paying agent named therein (together with any additional paying agents, the
"Paying Agents", which expression shall, where the context so admits, include the Fiscal Agent and
any successors for the time being of the Paying Agents). Holders of the Bonds (the "Bondholders")
are deemed to have notice of the provisions of the Agency Agreement applicable to them. Certain
statements in these Terms and Conditions are summaries of, and are subject to, the detailed provisions
of the Agency Agreement, copies of which are available for inspection at the specified offices of the
Paying Agents. References below to "Conditions" are, unless the context otherwise requires, to the
numbered paragraphs below.

1.
Form, Denomination and Title

The Bonds will be issued in book-entry "dematerialised bearer" form (au porteur) in the
denomination of Euro 1,000 and will, upon issue, be inscribed in the books of Euroclear France which
shall credit the accounts of the relevant Euroclear France Account Holders (as defined below) entitled
to hold directly or indirectly accounts with Euroclear France, including the depositary banks of
Euroclear, Brussels and of Clearstream, Luxembourg and therefore no physical document of title
(including "certificats représentatifs" pursuant to Article 7 of Decree No. 83-359 of 2nd May, 1983)
will be issued in respect of the Bonds. Title to the Bonds will be evidenced in accordance with
Article L.211-4 of the Code.

For the purpose of these Terms and Conditions "Euroclear France Account Holders" shall mean
any authorised financial intermediary institution entitled to hold accounts, directly or indirectly, with
Euroclear France and include the depositary banks of Euroclear Bank SA/NV as operator of the
Euroclear System ("Euroclear, Brussels") and of Clearstream Banking, société anonyme
("Clearstream, Luxembourg").

2.
Status of the Bonds

The Bonds will constitute (subject to the provisions of Condition 3) direct, unconditional, unsecured
and unsubordinated obligations of the Issuer and will rank pari passu and without any preference
among themselves and (subject to such exceptions as are from time to time mandatory under French
law) equally and rateably with any other present or future, unsecured and unsubordinated
indebtedness of the Issuer without preference or priority by reason of date of issue, currency of
payment or otherwise.

3.
Negative Pledge

The Issuer, so long as any of the Bonds remains outstanding, shall not secure any of its Relevant
Indebtedness (as defined below), or any guarantee or indemnity given by it in respect of Relevant
Indebtedness of other persons, by any mortgage, charge, lien, pledge or other security interest (sûreté
réelle) upon any of its present or future assets or revenues for the benefit of the holders of such
Relevant Indebtedness other than (i) for the avoidance of doubt as provided in sub-paragraph (ii) of
the definition of "Limited-recourse Borrowings" (as defined below) or (ii) by a security interest upon

5

its shares (or equity equivalent) in, or its rights under a loan made to, a Project Entity (as defined
below) for the benefit of the holders of the Relevant Indebtedness of such Project Entity, without at
the same time according to the Bonds (a) an equal and rateable interest in such mortgage, charge, lien,
pledge or other security interest or (b) such other security as shall be approved by the Masse (as
defined in Condition 9) pursuant to Condition 9.

"Relevant Indebtedness" means any present or future indebtedness for borrowed money which is in
the form of, or represented by, bonds or notes (obligations), which are for the time being, or are
capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter market
or other securities market and which, in the case of such indebtedness of the Issuer, does not
constitute Limited-recourse Borrowings.

"Limited-recourse Borrowings" means any indebtedness for borrowed money, whether or not in the
form of, or represented by, bonds or notes ("Indebtedness") incurred by the Issuer to finance the
ownership, acquisition, development, operation and/or maintenance of an asset or project in respect of
which the person (or persons) to whom any such Indebtedness is or may be owed by the Issuer has (or
have) no recourse to the Issuer for the repayment thereof other than:

(i)
recourse to the Issuer for amounts not exceeding an amount equal to the cash flow
from, or the value of, such asset or project; and/or

(ii)
recourse to the Issuer for the purpose of enabling amounts to be claimed in respect of
such Indebtedness in an enforcement of any security interest given by the Issuer over
such asset or rights under, or in respect of, such project (or the income, cash flow or
other proceeds deriving therefrom) to secure such Indebtedness; and/or

(iii)
recourse to the Issuer under any form of assurance, undertaking or support, which is
limited to a claim for damages for breach of an obligation (not being a payment
obligation or an indemnity in respect thereof, which, for the avoidance of doubt,
would fall to be considered under sub-paragraph (i) above) by the Issuer.

"Project Entity" means a company, corporation, partnership, joint venture, undertaking association,
organisation or trust whose principal business is constituted by the ownership, acquisition,
development, operation or maintenance of an asset or a project.

4.
Interest

(a)
Each Bond bears interest on its principal amount from, and including, 30th April, 2003 (the
"Interest Commencement Date") to, but excluding, 30th April 2018 at the rate of 5.25 per
cent. per annum payable annually in arrear on 30th April in each year (each an "Interest
Payment Date") commencing on 30th April, 2004.
(b)
Each Bond will cease to bear interest from the due date for redemption unless, upon such due
date, payment of principal is improperly withheld or refused or if default is otherwise made in
respect of payment thereof. In such event such Bond shall continue to bear interest in
accordance with this Condition (both before and after judgment) on the principal amount of
such Bond until whichever is the earlier of (i) the day on which all sums due in respect of such
Bond up to that day are received by or on behalf of the relevant Bondholder, and (ii) the day
seven days after the Fiscal Agent has notified the Bondholders of receipt of all sums due in
respect of all the Bonds up to that seventh day (except to the extent that there is a failure in the
subsequent payment to the relevant Bondholder under these Terms and Conditions).
(c)
Interest will be calculated on an Actual/Actual (ISMA) basis. Where interest is to be calculated
in respect of a period which is equal to or shorter than an Interest Period (as defined below), it
shall be calculated on the basis of the number of days elapsed in the relevant period, from and
including the date from which interest begins to accrue to but excluding the date on which it

6

falls due, divided by the number of days in the Interest Period in which the relevant period falls
(including the first such day but excluding the last).

For the purpose of this Condition 4, "Interest Period" means the period beginning on, and
including, the Interest Commencement Date and ending on, but excluding, the first Interest
Payment Date and each successive period beginning on, and including, an Interest Payment
Date and ending on, but excluding, the next succeeding Interest Payment Date.

5.
Redemption and Purchase

The Bonds may not be redeemed prior to 30th April, 2018, except for taxation reasons (as set out
below) or following an Event of Default.

(a)
Final Redemption

Unless previously redeemed or purchased and cancelled as provided below, the Bonds will be
redeemed in full at their principal amount on 30th April, 2018.

(b)
Redemption for Taxation Reasons

(i)
If at any time, by reason of a change in French law, or any change in the official
application or interpretation of such law, the Issuer would, on the occasion of the next
payment of principal or interest due in respect of the Bonds, not be able to make such
payment without having to pay additional amounts as described in Condition 7, the Issuer
may, at any time, subject to having given not more than 45 nor less than 30 days' prior
notice to the Bondholders in accordance with Condition 11 (which notice shall be
irrevocable), redeem all, but not some only, of the Bonds at their principal amount,
together with interest accrued to the date fixed for redemption, provided that the due date
for redemption of which notice hereunder may be given shall be no earlier than the latest
practicable date on which the Issuer could make payment of principal or interest without
withholding for French taxes.

(ii) If the Issuer would on the next payment of principal or interest in respect of the Bonds be
obliged to pay additional amounts as described in Condition 7, and the Issuer would be
prevented by French law from making payment to the Bondholders of the full amount
then due and payable, notwithstanding the undertaking to pay additional amounts as
described in Condition 7, then the Issuer shall forthwith give notice of such fact to the
Fiscal Agent and the Issuer shall, and upon giving not less than seven days' prior notice
to the Bondholders in accordance with Condition 11 (which notice shall be irrevocable),
redeem all, but not some only, of the Bonds at their principal amount, together with
interest accrued to the date fixed for redemption on the latest practicable date on which
the Issuer could make payment of the full amount of principal or interest payable in
respect of the Bonds or, if such date is past, as soon as practicable thereafter.

(c)
Notice of redemption

All Bonds in respect of which any notice of redemption is given by the Issuer under this
Condition shall be redeemed on the date specified in such notice in accordance with this
Condition.

(d)
Purchases

The Issuer may at any time purchase Bonds in the open market or otherwise at any price.

7

(e)
Cancellation

All Bonds which are redeemed or purchased by or on behalf of the Issuer pursuant to paragraph
(a), (b) (i) or (ii) or (d) of this Condition 5 will be cancelled and accordingly may not be
reissued or sold.

6.
Payments

(a)
Method of Payment

Payments of principal and interest in respect of the Bonds will be made in Euro by transfer to
an account denominated in Euro (or any other account to which Euro may be credited or
transferred). Such payments shall be made for the benefit of the Bondholders to the Euroclear
France Account Holders.

All payments validly made to such Euroclear France Account Holders will be an effective
discharge of the Issuer in respect of such payment.

Payments in respect of principal and interest on the Bonds will, in all cases, be made subject to
any fiscal or other laws and regulations or orders of courts of competent jurisdiction applicable
in respect of such payments to the Issuer, the relevant Paying Agent, the relevant Euroclear
France Account Holder or, as the case may be, the person shown in the records of Euroclear
France, Euroclear, Brussels or Clearstream, Luxembourg as the holder of a particular principal
amount of Bonds, but without prejudice to the provisions of Condition 7. No commission or
expenses shall be charged to the Bondholders in respect of such payments.

(b)
Payments on Business Days

If the due date for payment of any amount of principal or interest in respect of any Bond is not
a Business Day (as defined below), payment shall not be made of the amount due and credit or
transfer instructions shall not be given in respect thereof until the next following Business Day
and the Bondholder shall not be entitled to any interest or other sums in respect of such
postponed payment. For the purposes of this paragraph (b) "Business Day" means any day, not
being a Saturday or a Sunday, which is a TARGET Settlement Day and on which Euroclear
France is open. "TARGET Settlement Day" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is operating.

(c)
Fiscal Agent and Paying Agents

The specified office of the initial Fiscal Agent and the name of the initial Luxembourg Paying
Agent and its specified office are as follows:

Fiscal Agent
Euro Emetteurs Finance
48 boulevard des Batignolles
75850 Paris Cedex 17

Luxembourg Paying Agent
BNP Paribas Securities Services, Luxembourg Branch
23 Avenue de la Porte Neuve
L-2085 Luxembourg

The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal
Agent or any Paying Agent and/or appoint another Fiscal Agent and additional or other Paying
Agents or approve any change in the office through which the Fiscal Agent or any Paying

8

Agent acts, provided that there will at all times be (i) a Fiscal Agent having a specified office in
a European city and (ii) so long as the Bonds are listed on the Luxembourg Stock Exchange and
the rules of such stock exchange so require, a Paying Agent having a specified office in
Luxembourg (which may be the Fiscal Agent). Any change of Fiscal Agent or Paying Agent
must be notified to the Bondholders by a publication in accordance with the provisions of
Condition 10.

7.
Taxation

(a)
Tax Exemption

The Bonds being denominated in Euro will be deemed to be issued outside the Republic of
France and, accordingly, under current French law, interest and other revenues in respect of the
Bonds will benefit from the exemption from deduction of tax at source on account of French
taxes provided by Article 131 quater of the Code Général des Impôts. Accordingly, such
payments will not give the right to any tax credit from any French source.

(b)
Additional Amounts

If French law should require that any payment of principal or interest in respect of the Bonds
be subject to withholding for, or on account of, any present or future taxes, duties,
assessments or other governmental charges of whatever nature imposed or levied by or on
behalf of France or any authority therein or thereof having power to tax (together, "taxes"),
the Issuer will, to the extent then permitted by law, pay such additional amounts as may be
necessary in order that the Bondholders, after such deduction or withholding, receive the full
amount provided in such Bonds to be then due and payable; provided, however that the Issuer
shall not be liable to pay any such additional amounts in respect of any Bond to a Bondholder
or a beneficial owner (ayant droit):

(a)
who is liable for such taxes in respect of such Bond by reason of his having some
connection with France other than the mere holding of such Bond; or

(b)
where such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to any European Union Directive on the taxation of
savings implementing the conclusions of the ECOFIN Council meeting of 26th-27th
November, 2000 or any law implementing or complying with, or introduced in order
to conform to, such Directive.

8.
Events of Default

(1)
If any of the following events (each an "Event of Default") shall occur:

(a)
default in any payment when due of interest on any of the Bonds, and the continuance
of any such default for a period of 15 days thereafter; or

(b)
default in the performance of, or compliance with, any other obligation of the Issuer
under the Bonds, if such default shall not have been remedied within 30 days after
receipt by the Fiscal Agent of written notice of such default given by the
Representative (as defined in Condition 9); or

(c)
any other present or future indebtedness of the Issuer for borrowed money which does
not constitute Limited-recourse Borrowings (as defined in Condition 3) in excess of
Euro 50,000,000 (or its equivalent in any other currency) shall become due and
payable prior to its stated maturity as a result of a default thereunder, or any such
indebtedness shall not be paid when due or, as the case may be, within any applicable

9

grace period therefor, unless the Issuer is contesting in good faith and by appropriate
proceedings before a competent court that such indebtedness was due and payable; or

(d)
if the Issuer makes any proposal for a general moratorium in relation to its debt; or
applies for the appointment of a conciliator (conciliateur), or enters into an amicable
settlement (accord amiable) with its creditors; or a judgement is issued for the
judicial liquidation (liquidation judiciaire) or for the transfer of the whole business
(cession totale de l'entreprise) of the Issuer; or to the extent permitted by applicable
law, the Issuer is subject to any other insolvency or bankruptcy proceedings; or the
Issuer makes any conveyance, assignment or other arrangement for the benefit of, or
enters into a composition with, its creditors; or the Issuer ceases to carry on all or a
substantial part of its business or operations or is dissolved except, with the prior
approval of the Masse, for the purposes of, or in connection with, an amalgamation,
reorganisation, consolidation or merger which is implemented;

then the Representative may, by notice in writing to the Issuer and the Fiscal Agent given on
behalf of the Bondholders before all continuing Events of Default shall have been remedied,
cause all the Bonds outstanding to become immediately due and payable whereupon they shall
become immediately due and payable at their principal amount together with any accrued
interest thereon. The occurrence of any Event of Default must be notified to the Bondholders
by a publication in accordance with the provisions of Condition 10.

9.
Representation of the Bondholders

(a)
The Masse

The Bondholders will be grouped automatically for the defence of their respective common
interests in a masse (hereinafter referred to as the "Masse").

The Masse will be governed in accordance with the Code de Commerce (with the exception of
the provisions of Articles L.228-47, L.228-48, L.228-59 and L.228-71 thereof), of French
decree no. 67-236 of 23rd March, 1967, as amended (with the exception of the provisions of
Articles 218, 222, 224 and 226 thereof) and the conditions set out below.

(b)
Legal Personality

The Masse will be a separate legal entity, by virtue of Article L.228-46 of the Code de
Commerce acting in part through one representative (the "Representative") and in part through
a general assembly of the Bondholders.

The Masse alone, to the exclusion of all individual Bondholders, shall exercise the common
rights, actions and benefits which now or in the future may accrue with respect to the Bonds.

(c)
Representatives

The office of Representative may be conferred on a person of any nationality. However, the
following persons may not be chosen as Representatives:

(i)
the Issuer;

(ii) any entity holding, directly or indirectly, at least 10 per cent. of the share capital of the
Issuer or at least 10 per cent. of the share capital of which is, directly or indirectly, held
by the Issuer;

(iii) any entity guaranteeing all or part of the obligations of the Issuer;

10

(iv) any member of the Board of Directors (Conseil d'Administration), the Statutory Auditors
or any employee, managing director or director (or their respective ascendants,
descendants and spouses) of the entities referred to in (i), (ii) or (iii) above;

(v)
persons to whom the practice of banker is forbidden or who have been deprived of the
right of direction, administering or managing a business in whatever capacity.

The initial Representative shall be:

Perrine Delacour
15, rue Armengaud
92210 Saint Cloud
France

The following person is designated as substitute Representative:

Nicole Georgeon
59 Priory Road
London NW6 3NHS

In the event of death, retirement or revocation of one or both Representatives, a replacement
will be elected by a meeting of the general assembly of Bondholders.

The Issuer shall pay to the initial Representative an amount of Euro 200 per year, payable on
the first Business Day following the Interest Payment Date falling on, or nearest to 30th April
of each year during the issue.

The substitute Representative will replace the Representative if the Representative is prevented
from carrying out its duties. The substitute Representative will not be remunerated until, and if,
he effectively replaces the Representative.

All interested parties will at all times have the right to obtain the names and the addresses of the
Representatives at the head office of the Issuer and at the offices of any of the Paying Agents.

(d)
Powers of the Representative

The Representative shall, in the absence of any decision to the contrary of the general assembly
of Bondholders, have the power to take all acts of management to defend the common interests
of the Bondholders.

All legal proceedings against the Bondholders or initiated by them, must be brought against the
Representative or by it, and any legal proceedings which shall not be brought in accordance
with this provision shall not be legally valid.

The Representative may not interfere in the management of the affairs of the Issuer.

(e)
General Assemblies of Bondholders

General assemblies of the Bondholders may be held at any time, on convocation either by the
Issuer or by the Representative. One or more Bondholders, holding together at least one-
thirtieth of outstanding Bonds may address to the Issuer and the Representative a demand for
convocation of the general assembly; if such general assembly has not been convened within
two months from such demand, such Bondholders may commission one of themselves to
petition the competent court in Paris to appoint an agent who will call the meeting.