Obligation CADESIA 4.45% ( FR0010386110 ) en CAD

CADESIA

100 % ▼

France

FR0010386110 ( en CAD )

4.45% par an ( paiement annuel )

26/10/2018 - Obligation échue

Prospectus brochure de l'obligation Cades FR0010386110 en CAD 4.45%, échue

2 000 CAD

400 000 000 CAD

CADES (CMS Advanced Electronic Signatures) est un ensemble de normes ISO pour la signature électronique avancée basée sur des certificats numériques, assurant l'intégrité, l'authenticité et la non-répudiation des documents.

L'Obligation émise par CADESIA ( France ) , en CAD, avec le code ISIN FR0010386110, paye un coupon de 4.45% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/10/2018

BASE PROSPECTUS

CAISSE D'AMORTISSEMENT DE LA DETTE SOCIALE
Établissement public national administratif (French national public entity)
(Established in Paris, France)
EURO 130,000,000,000
DEBT ISSUANCE PROGRAMME
Under the Debt Issuance Programme (the "Programme"), described in this base prospectus (the "Base Prospectus"),
Caisse d'Amortissement de la Dette Sociale (the "Issuer" or "CADES"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue debt instruments (the "Notes"). The aggregate nominal
amount of Notes outstanding will not at any time exceed euro 130,000,000,000 (or the equivalent in other currencies)
unless the amount of the Programme is increased following the date hereof.
Application may be made (i) to the regulated market of NYSE Euronext in Paris ("Euronext Paris") during the
period of twelve (12) months from the date of this Base Prospectus for Notes issued under the Programme to be
admitted to trading on Euronext Paris and/or (ii) to the listing authority of any other Member State of the European
Economic Area ("EEA") for Notes issued under the Programme to be admitted to trading on a Regulated Market (as
defined below) in such Member State. Euronext Paris is a regulated market for the purposes of Directive 2004/39/EC
on markets in financial instruments (a "Regulated Market"). The Programme also permits Notes to be issued on the
basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities,
stock exchanges and/or quotation systems as may be agreed with the Issuer.
This Base Prospectus has been submitted to the Autorité des Marchés Financiers (the "AMF") and has received from
AMF visa n° 15-259 on 8 June 2015.
Notes shall be governed by French law and may be issued either in dematerialised form ("Dematerialised Notes") or
in materialised form ("Materialised Notes") as more fully described herein. Dematerialised Notes will at all times
be in book entry form in compliance with Article L.211-3 of the French Code monétaire et financier. No physical
document of title will be issued in respect of the Dematerialised Notes.
The Issuer has been assigned a rating of Aa1 and P-1 by Moody's France S.A.S. ("Moody's"), and AA and F1+ by
Fitch France S.A.S. ("Fitch"), in respect of its long-term and short-term debt, respectively. As at the date of the Base
Prospectus, each of such credit rating agencies is established in the European Union and is registered under
Regulation (EU) No 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and is
included in the list of credit rating agencies published by the European Securities and Market Authority on its website
(www.esma.com) in accordance with the CRA Regulation. Tranches of Notes (as defined in "Summary of the
Programme") issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating
will not necessarily be the same as the ratings assigned to the Notes. Whether or not each credit rating applied for in
relation to a relevant Series of Notes will be issued by a credit rating agency established in the European Union and
registered under the CRA Regulation will be disclosed in the Final Terms. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
credit rating agency. Furthermore, the Issuer may at any time reduce the number of credit rating agencies from which
it requests credit ratings.
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer
and the relevant Dealer based on their prevailing market conditions at the time of the issue of such Notes and will be
set out in the relevant Final Terms. Notes will be in such denomination(s) as may be specified in the relevant Final
Terms, save that the minimum denomination of each Note listed and admitted to trading on a Regulated Market or
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offered to the public in a Member State of the EEA in circumstances which require the publication of a prospectus
under the Prospectus Directive will be 1,000 and, if the Notes are denominated in a currency other than euro, the
equivalent amount in such currency at the issue date, or such higher amount as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant
specified currency.
This Base Prospectus and the Final Terms related to Notes offered to the public and/or listed and admitted to trading
on Euronext Paris will be published on the websites of the AMF (www.amf-france.org), and the Issuer
(www.cades.fr).

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This Base Prospectus (together with any Supplements hereto (each a "Supplement" and together the "Supplements")
comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended by Directive 2010/73/EU, the
"Prospectus Directive") and for the purpose of giving information with regard to CADES 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.
In addition, in the context of any offer of Notes that is not made within an exemption from the requirement to publish a
prospectus under the Prospectus Directive (a "Non-exempt Offer"), in relation to any person (an "Investor") to whom an
offer of any Notes is made by any financial intermediary to whom the Issuer has given its consent to use this Base
Prospectus (an "Authorised Offeror"), where the offer is made during the period for which that consent is given and where
the offer is made in the Member State for which that consent was given and is in compliance with all other conditions
attached to the giving of the consent, all as mentioned in the Base Prospectus, the Issuer accepts responsibility in each such
Member State for the content of this Base Prospectus. However, neither the Issuer nor any Dealer has any responsibility for
any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable conduct of
business rules or other local regulatory requirements or other securities law requirements in relation to such offer.
If so specified in the Final Terms in respect of any Tranche of Notes, the Issuer consents to the use of this Base Prospectus
in connection with a Non-exempt Offer during the Offer Period specified in the relevant Final Terms (the "Offer Period")
either (1) in the Member State(s) specified in the relevant Final Terms by any financial intermediary which is authorised to
make such offers under the Markets in Financial Instruments Directive (Directive 2004/39/EC) and which satisfies the
conditions (if any) specified in the relevant Final Terms or (2) by the financial intermediaries specified in the relevant Final
Terms, in the Member State(s) specified in the relevant Final Terms and subject to the relevant conditions specified in the
relevant Final Terms, for so long as they are authorised to make such offers under the Markets in Financial Instruments
Directive (Directive 2004/39/EC). The Issuer may give consent to additional financial intermediaries after the date of the
relevant Final Terms and, if it does so, the Issuer will publish the above information in relation to them on www.cades.fr.
The consent referred to above relates to Offer Periods occurring within 12 months from the date of this Base Prospectus.
Any Authorised Offeror who wishes to use this Base Prospectus in connection with a Non-exempt Offer as set out in
(1) above is required, for the duration of the relevant Offer Period, to publish on its website that it is using this Base
Prospectus for such Non-exempt Offer in accordance with the consent of the Issuer and the conditions attached
thereto.
To the extent specified in the relevant Final Terms, an offer may be made during the relevant Offer Period by any of the
Issuer, the Dealers or any relevant Authorised Offeror in any relevant Member State and subject to any relevant conditions,
in each case all as specified in the relevant Final Terms.
Other than as set out above, neither the Issuer nor any of the Dealers has authorised the making of any Non-exempt Offer of
any Notes by any person in any circumstances and such person is not permitted to use this Base Prospectus in connection
with its offer of any Notes. Any such Non-exempt Offers are not made by or on behalf of the Issuer or by any of the Dealers
or Authorised Offerors and none of the Issuer or any of the Dealers or any Authorised Offerors has any responsibility or
liability for the actions of any person making such offers.
An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and offers and sales
of the Notes to an Investor by an Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror and such Investor including as to price, allocation,
settlement arrangements and any expenses or taxes to be charged to the Investor (the "Terms and Conditions of the
Non-exempt Offer"). The Issuer will not be a party to any such arrangements with Investors (other than Dealers) in
connection with the offer or sale of the Notes and, accordingly, this Base Prospectus and any Final Terms will not
contain such information. The Terms and Conditions of the Non-exempt Offer shall be provided to Investors by that
Authorised Offeror at the relevant time. None of the Issuer, any of the Dealers or other Authorised Offerors has any
responsibility or liability for such information.

In the case of any Tranche of Notes which are being (a) offered to the public in a Member State (other than pursuant to one
or more of the exemptions set out in Article 3.2 of the Prospectus Directive) and/or (b) admitted to trading on a regulated
market in a Member State, the relevant Final Terms shall not amend or replace any information in this Base Prospectus.
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Subject to this, to the extent permitted by applicable law and/or regulation, the Final Terms in respect of any Tranche of
Notes may supplement any information in this Base Prospectus.

The Issuer having taken all reasonable care to ensure that such is the case, confirms that the information contained in this
Base Prospectus with respect to it and the Notes in the context of the issue and offering of such Notes, is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer accepts
responsibility for the information contained in this Base Prospectus accordingly.
No person has been authorised to give any information or to make any representation other than those contained in this Base
Prospectus in connection with the issue or offering of the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in "Summary of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the
date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently amended or 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 Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arrangers to
inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any
state or other jurisdiction of the United States and the Notes may include Materialised Notes in bearer form that are subject
to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of Materialised
Notes in bearer form, delivered within the United States. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".
The Notes have not been registered under the U.S. Securities Act of 1933 or under any other applicable securities laws and
may include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Therefore, the Notes may not
be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless the offer or sale
would qualify for registration exemption from the U.S. Securities Act of 1933 and the securities laws of any other applicable
jurisdiction. Accordingly, the Notes may only be offered outside the United States in reliance on Regulation S under the
U.S. Securities Act of 1933. Prospective purchasers are hereby notified that the seller of the Notes will be relying on the
exemptions from provisions of Section 5 of the U.S. Securities Act of 1933 provided by Regulation S.
This Base Prospectus is being provided for informational use in connection with consideration of a purchase of the Notes to
qualified purchasers in offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities
Act. Its use for any other purpose is not authorised. In the United States this Base Prospectus is confidential, and may not
be distributed or copies made of it without the Issuer's prior written consent other than to people whom investors may have
retained to advise them in connection with any offering.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other securities commission, governmental
agency or regulatory authority, has approved or disapproved of the Notes or determined if this Base Prospectus is truthful or
complete. Any representation to the contrary is a criminal offence.
Neither this Base Prospectus nor any Final Terms constitute, and neither this Base Prospectus nor any Final Terms may be
used for the purposes of, an offer, invitation or solicitation by anyone in any jurisdiction or in any circumstances in which
such offer, invitation or solicitation is not authorised or to any person to whom it is unlawful to make such offer, invitation
or solicitation and no action is being taken to permit an offering of the Notes or the distribution of this Base Prospectus or
any Final Terms in any jurisdiction where such action is required.
No Dealer has separately verified the information contained in this Base Prospectus. No Dealer makes any representation,
express or implied, or accepts any responsibility or liability, with respect to the accuracy or completeness at any time of any
of the information in this Base Prospectus or any Final Terms. Neither this Base Prospectus nor any Final Terms nor any
other financial statements are intended to provide the basis of any credit or other evaluation and neither this Base Prospectus,
nor any Final Terms nor any other financial statements should be considered as a recommendation by the Issuer or any
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Dealer that any recipient of this Base Prospectus and/or any Final Terms and/or any such other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Base Prospectus and/or any Final Terms and its purchase of Notes should be based upon such investigation, as it
deems necessary. No Dealer undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any Dealer.
The expression "Prospectus Directive" means Directive 2003/71/EC as amended by Directive 2010/73/EU, and includes
any relevant implementing measure in the relevant Member State.
In connection with the issue of any Tranche, and unless otherwise agreed between the Issuer and the Relevant Dealer(s), the
Relevant Dealer or, in the case of a Syndicated Issue, the Lead Manager shall act as a stabilising manager (the "Stabilising
Manager"); provided that a different Stabilising Manager may not act upon the issue of a further Tranche of an existing
Series until all previous stabilisation activity in respect of that Series has terminated. The Stabilising Manager may, to the
extent permitted by applicable laws and directives, 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, but in doing so the Stabilising Manager
shall not act as agent of the Issuer and any loss resulting from over-allotment and stabilisation shall be borne, and any profit
arising from them shall be beneficially retained, by the Stabilising Manager or, as the case may be, the Relevant Dealers in
the manner agreed between them. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must
end no later than the earlier of (i) 30 calendar days after the issue date of the relevant Tranche and (ii) 60 calendar days after
the date of the allotment of the relevant Tranche. Such stabilisation shall be carried out in accordance with applicable laws
and regulations and the Issuer shall not be liable in respect thereof.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "U.S.$", "USD" and "U.S.
dollars" are to the currency of the United States of America, references to "euro", "EUR" or "" are to the single currency of
the participating Member States of the European Union, references to"£", "pounds sterling" and "GBP" are to the lawful
currency of the United Kingdom, references to "NOK" and " Norwegian Krone" are to the lawful currency of Norway,
references to "CAD" and " Canadian dollars" are to the lawful currency of Canada, references to "AUD" and " Australian
dollars" are to the lawful currency of the Commonwealth of Australia, references to "HKD" and " Hong Kong dollars" are to
the lawful currency of Hong Kong, references to "JPY" and " Japanese yen" are to the lawful currency of Japan, references
to "DKK" and " Danish krone" are to the lawful currency of Denmark, references to "ZAR" and " South African rand" are to
the lawful currency of South Africa, references to "NZD" and " New Zealand dollars" are to the lawful currency of New
Zealand, references to "SEK" and " Swedish krone" are to the lawful currency of Sweden, references to "CHF" and " Swiss
francs" are to the lawful currency of Switzerland, references to "TL" and " Turkish lira" are to the lawful currency of Turkey,
references to "SGD" and " Singapore dollars" are to the lawful currency of Singapore and references to "MXN" and "
Mexican peso" are to the lawful currency of Mexico and references to "CNY" and "Renminbi" are to the lawful currency of
the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative
Region and Taiwan (the "PRC").

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TABLE OF CONTENTS

SUMMARY (ENGLISH VERSION) ........................................................................................................................................ 1
TRADUCTION EN FRANCAIS DU RÉSUMÉ ..................................................................................................................... 10
RISK FACTORS ..................................................................................................................................................................... 20
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................................... 29
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................................... 35
TERMS AND CONDITIONS OF THE NOTES ..................................................................................................................... 37
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES ................................... 75
USE OF PROCEEDS .............................................................................................................................................................. 76
DESCRIPTION OF ISSUER ................................................................................................................................................... 77
SUBSCRIPTION AND SALE ................................................................................................................................................ 95
PRO FORMA FINAL TERMS ............................................................................................................................................. 100
TAXATION ........................................................................................................................................................................... 158
GENERAL INFORMATION ................................................................................................................................................ 162
RESPONSIBILITY FOR BASE PROSPECTUS .................................................................................................................. 163
RESPONSABILITÉ DU PROSPECTUS DE BASE ............................................................................................................. 164
ANNUAL STATEMENTS 2014 ........................................................................................................................................... F-1
ANNUAL STATEMENTS 2013 ......................................................................................................................................... F-51

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SUMMARY (ENGLISH VERSION)
Summaries are made up of disclosure requirements known as "Elements" the communication of which is required by
Annex XXII of the Regulation EC No 809/2004 of 29 April 2004 as amended by Commission Delegated Regulation (EU)
n°486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) n°862/2012 of 4 June 2012. These elements
are numbered in Sections A E (A.1 E.7).
This summary contains all Elements required to be included in a summary for this type of securities and Issuer. Because
some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is
possible that no relevant information is given regarding the Element. In this case a short description of the Elements is
included in the summary with the mention "Not Applicable".
This summary is provided for purposes of the issue by CADES of Notes of a denomination of less than 100,000 which
are offered to the public or admitted to trading on a Regulated Market of the European Economic Area. The issue
specific summary relating to this type of Notes will be annexed to the relevant Final Terms and will comprise (i) the
information below with respect to the summary of the Base Prospectus and (ii) the information included in the issue
specific summary attached to the relevant Final Terms.

Capitalised words and expressions used in the following summary shall have the meaning ascribed to them in the Terms
and Conditions of this Base Prospectus or elsewhere in the Base Prospectus, as the case may be.
Section A - Introduction and warnings
A.1
Introduction:
Please note that:
·
this summary should be read as an introduction to the Base Prospectus;
·
any decision to invest in the securities should be based on consideration of the Base
Prospectus as a whole by the investor;
·
where a claim relating to the information contained in this Base Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the prospectus before the legal
proceedings are initiated; and
·
civil liability attaches only to those persons who have tabled the summary including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it does
not provide, when read together with the other parts of the Base Prospectus, key
information in order to aid investors when considering whether to invest in such
securities.
A.2
Consent:
·
The Issuer consents to the use of this Base Prospectus in connection with a Non-
exempt Offer, during the Offer Period specified in the applicable Final Terms, either
(1) in the Member State(s) specified in the applicable Final Terms by any financial
intermediary which is authorised to make such offers under the Markets in Financial
Instruments Directive (Directive 2004/39/EC) and which satisfies any conditions
specified in the applicable Final Terms or (2) by the financial intermediaries, in the
relevant Member State(s) and subject to the relevant conditions, in each case specified
in the applicable Final Terms, for so long as they are authorised to make such offers
under the Markets in Financial Instruments Directive (Directive 2004/39/EC). The
Issuer may give consent to additional financial intermediaries after the date of the
applicable Final Terms and, if it does so, the Issuer will publish the above information
in relation to them on its website (www.cades.fr).
·
An Investor intending to acquire or acquiring any Notes from an Authorised
Offeror will do so, and offers and sales of the Notes to an Investor by an
Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror and such Investor
including as to price, allocation, settlement arrangements and any expenses or
taxes to be charged to the investor (the "Terms and Conditions of the Non-
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Section A - Introduction and warnings
exempt Offer"). The Issuer will not be a party to any such arrangements with
Investors (other than the Dealers) in connection with the offer or sale of the Notes
and, accordingly, this Base Prospectus and any Final Terms will not contain such
information. The Terms and Conditions of the Non-exempt Offer shall be
published by that Authorised Offeror on its website at the relevant time. None of
the Issuer, any of the Dealers or other Authorised Offerors has any responsibility
or liability for such information.

Section B Issuer
B.1
Legal name and Caisse d'Amortissement de la Dette Sociale ("CADES" or the "Issuer").
commercial
name
of
the
Issuer:
B.2
Domicile
and CADES was established by the French State by order n° 96-50, dated 24 January 1996
legal form of the (ordonnance n° 96-50 relative au remboursement de la dette sociale) as an administrative
Issuer,
public agency (établissement public national à caractère administratif).
legislation under
which the Issuer CADES' registered office is located at 15-17 rue Marsollier 75002 Paris France and its
operates and its telephone number is +33 1 55 78 58 32.
country
of
incorporation:
B.4b Known trends:
Not Applicable. There are no known trends affecting the Issuer and the industries in which it
operates.
B.5
The group and Not Applicable. CADES forms not part of any group.
the
Issuer's
position within
the group:
B.9
Profit Forecast:
Not Applicable. The Issuer does not provide profit forecasts or estimates in the Base Prospectus
or any documents incorporated by reference in the Base Prospectus.
B.10 Audit
Report The auditor's report with respect to the financial statements as of and for the year ended 31
Qualifications:
December 2014 contains an observation.
The auditor's report with respect to the financial statements as of and for the year ended 31
December 2013 contains an observation.
B.12 Selected

historical
key
financial
(in millions of euros)
As at 31 December 2014
As at 31 December 2013
information
Treasury bills and other
7,000.06
7.000.39
bills eligible for refinancing
with central banks
Total assets and liabilities
13,457.70
10,011.02
Sub-total - Debts
143,578.40
142,749.76
Sub-total - Reserves
(130,163.75)
(132,738.98)
Net profit for the period
12,716.81
12,443.31
·
There has been no material adverse change in the prospects of the issuer since 31
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Section B Issuer
December 2014.
·
There has been no significant changes in the financial or trading position since 31
December 2014.
B.13 Recent events
There have been no recent events which the Issuer considers materially relevant to the
evaluation of its solvency.
B.14 Dependence
Not applicable. CADES forms not part of any group.
upon
other
entities
within

the group:
B.15 The
issuer's CADES is responsible for financing and repaying a portion of the accumulated debt of France's
principal
social security system. CADES finances this debt by borrowing primarily in the debt capital
activities:
markets and using the proceeds of social security taxes imposed on French taxpayers' earnings
to service interest payments and repay principal on the amounts borrowed.
B.16 Controlling
CADES is owned and controlled by the French State.
persons:
B.17 Credit ratings:
As at the date of the Base Prospectus, the Issuer's long-term and short-term debt has been
respectively rated (i) Aa1 and P-1 by Moody's France S.A.S. ("Moody's") and (ii) AA and F1+
by Fitch France S.A.S. ("Fitch").
As at the date of the Base Prospectus, each of such credit rating agencies is established in the
European Union and is registered under Regulation (EU) No 1060/2009, as amended by
Regulation (EU) No. 513/2011 (the "CRA Regulation") and is included in the list of credit
rating agencies published by the European Securities and Market Authority on its website
(www.esma.com) in accordance with the CRA Regulation. Notes issued pursuant to the
Programme may be rated or unrated. The rating of Notes (if any) will be specified in the
relevant Final Terms. Where an issue of Notes is rated, its rating will not necessarily be the
same as the rating assigned 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 credit rating agency without notice.

Section C - The Notes
C.1
Type and class The Notes will constitute obligations under French law.
of the Notes and
ISIN number:
The Notes will be issued in series (each a "Series") having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first payment of interest), the
Notes of each Series being intended to be interchangeable with all other Notes of that Series.
Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates
with no minimum issue size. The specific terms of each Tranche (which will be supplemented,
where necessary, with supplemental terms and conditions and, save in respect of the issue date,
issue price, first payment of interest and nominal amount of the Tranche, will be identical to the
terms of other Tranches of the same Series) will be set out in the final terms to this Base
Prospectus (the "Final Terms").
Notes may be issued as Dematerialised Notes or Materialised Notes.
Dematerialised Notes may, at the option of the Issuer, be issued either (i) in bearer
dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear
France which shall credit the accounts of Account Holders including Euroclear Bank S.A./N.V.,
as operator of the Euroclear System ("Euroclear") and the depository bank for Clearstream
Banking, société anonyme ("Clearstream Luxembourg") or (ii) in registered dematerialised
form (au nominatif) and, in such case, at the option of the relevant Noteholder, in either au
nominatif pur or au nominatif administré form. No physical documents of title will be issued in
respect of Dematerialised Notes. Dematerialised Notes will at all times be in book entry form in
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Section C - The Notes
compliance with Articles L.211-3 et seq. of the Code monétaire et financier.
Materialised Notes will be in bearer materialised form only. A Temporary Global Certificate
will be issued initially in respect of each Tranche of Materialised Notes. Such Temporary
Global Certificate will be exchanged for Definitive Materialised Notes with, where applicable,
coupons for interest attached on a date expected to be on or after the 40th calendar day after the
issue date of the Notes (subject to postponement) upon certification as to non-US beneficial
ownership as more fully described herein.
The relevant security identification number(s) (ISIN) in respect of each Tranche of Notes will
be specified in the applicable Final Terms.
C.2
Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued,
without limitation, in Australian dollars (AUD), Canadian dollars (CAD), Danish krone (DKK),
euro (EUR), Hong Kong dollars (HKD), Japanese yen (JPY), New Zealand dollars (NZD),
Norwegian krone (NOK), pounds sterling (GBP), South African rand (ZAR), Swedish krone
(SEK), Swiss francs (CHF), U.S. dollars (USD), Turkish lira (TL), Singapore dollars (SGD),
Mexican peso (MXN), Chinese renminbi (CNY) and in any other currency as may be agreed
between the Issuer and the relevant Dealers.
C.5
Free
Not Applicable. There is no restriction on the free transferability of the Notes.
transferability:
C.8
The
rights Status of the Notes: The Notes and, if applicable, any Receipts and Coupons constitute (subject
attached to the to negative pledge provisions) direct, unconditional, unsubordinated and unsecured obligations
Notes, ranking, of the Issuer and shall at all times rank pari passu among themselves and, save for those
and limitation to preferred by mandatory provisions of French law and subject to negative pledge provisions,
these rights:
equally with all other present or future unsecured and unsubordinated obligations of the Issuer.
Negative Pledge: The Issuer undertakes that, so long as any of the Notes or, if applicable,
Receipts or Coupons remain outstanding, it shall not create on any of its present or future assets
or revenues any mortgage, pledge or other encumbrance to secure any Publicly Issued External
Financial Indebtedness of the Issuer unless the Issuer's obligations under the Notes or, if
applicable, Receipts and Coupons shall also be secured by such mortgage, pledge or other
encumbrance equally and rateably therewith.
Events of Default: The Notes shall become due and payable at their principal amount together
with accrued interest thereon following the occurrence of an event of default in respect of the
Notes. The events of default in respect of the Notes include, in particular, an interest or
principal payment default, a default in the performance of any other obligation of the Issuer
under the Notes and some additional events affecting the Issuer. However, the terms and
conditions of the Notes do not contain a cross-default provision.

Withholding tax: All payments of principal and interest by or on behalf of the Issuer in respect
of the Notes shall be made free and clear of, and without withholding or deduction for, any
taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within France or any authority therein or thereof having
power to tax, unless such withholding or deduction is required by law, in which case the Issuer
shall pay no additional amounts.
Governing law: The Notes and all matters arising from or connected with the Notes are
governed by, and shall be construed in accordance with, French law.
C.9
Interest,
See Element C.8 for the rights attaching to the Notes, ranking and limitations.
Redemption and
Representation:
Fixed Rate Notes: Fixed interest will be payable in arrears on the date in each year specified in
the relevant Final Terms.
Floating Rate Notes: Floating Rate Notes will bear interest determined separately for each
Series as follows:
(i)
on the same basis as the floating rate under a notional interest rate swap transaction in
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