Obligation Mondial Assurances 1.589% ( FR0010397885 ) en EUR

Mondial Assurances

100 % ⇌

France

FR0010397885 ( en EUR )

1.589% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation La Mondiale FR0010397885 en EUR 1.589%, échéance Perpétuelle

50 000 EUR

200 000 000 EUR

15/11/2025 ( Dans 134 jours )

La Mondiale est une compagnie d'assurance française mutualiste spécialisée dans l'épargne retraite et l'assurance vie.

L'Obligation émise par Mondial Assurances ( France ) , en EUR, avec le code ISIN FR0010397885, paye un coupon de 1.589% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 14 NOVEMBER 2006

200,000,000 Undated Deeply Subordinated Fixed to Floating Rate Notes
Issue Price: 100.00%
The 200,000,000 Undated Deeply Subordinated fixed to floating rate Notes (the Notes) of La Mondiale (the Issuer) will be issued outside the
French Republic on 15 November 2006 (the Issue Date).
The principal and interest of the Notes constitute (subject to certain limitations described in "Terms and Conditions of the Notes Status of the Notes
and Rights of Noteholders in the event of liquidation") direct, unconditional, unsecured, undated and deeply subordinated obligations (titres
subordonnés de dernier rang) of the Issuer and will rank (i) pari passu among themselves, (ii) pari passu with all other present and future Parity
Securities but (iii) shall be subordinated to the present and future prêts participatifs granted to the Issuer, titres participatifs issued by the Issuer,
Ordinarily Subordinated Obligations and Unsubordinated Obligations, as further described in "Terms and Conditions of the Notes Status of the
Notes and Rights of Noteholders in the event of liquidation".
Each Note will bear interest on its Current Principal Amount (i) at a fixed rate of 5.11% per annum from, and including, the Issue Date to, but
excluding, 15 November 2016 (the First Call Date) (the Fixed Rate Period), payable annually in arrear on 15 November of each year commencing
on 15 November 2007 and (ii) thereafter (the Floating Rate Period), at a floating rate per annum equal to the European inter-bank offered rate for
three (3) month euro deposits (Euribor) plus a margin of 2.13% per annum, payable quarterly in arrear on or about 15 November, 15 February, 15
May and 15 August, commencing on 15 February 2017, all as set out in "Terms and Conditions of the Notes Interest".
Provided the mandatory interest provisions do not apply, payment of interest on the Notes may be deferred at the option of the Issuer, as set
out in "Terms and Conditions of the Notes Interest Interest Deferral". Any deferred interest may be settled, at the option of the Issuer,
and in certain circumstances must be settled, up to certain limits, through the use of the Payment-in-Kind mechanism (PIK). Any remaining
deferred interest not so settled will be forfeited. Furthermore, in certain circumstances, the Issuer will be required not to pay interest on the
Notes, which interest will then be lost and will therefore no longer be due and payable by the Issuer, all as more fully described in "Terms
and Conditions of the Notes Interest Interest Deferral". In addition, the Issuer shall be required, in certain circumstances, to reduce the
Current Principal Amount of the Notes. The amount of any such reduction of principal may in certain circumstances be reinstated, as more fully
described in "Terms and Conditions of the Notes Loss Absorption and Return to Financial Health".
The Notes will be undated obligations in respect of which there is no final maturity. The Issuer may, at its option, redeem the Notes in whole or in
part on the Interest Payment Date falling on 15 November 2016 or on any subsequent Interest Payment Date, as further described in "Terms and
Conditions of the Notes Redemption and Purchase Call from the First Call Date". In addition, the Issuer may, at its option, redeem the Notes in
whole or in part upon the occurrence of certain events, as further described in "Terms and Conditions of the Notes Redemption and Purchase Call
before or after the First Call Date", " Mandatory Redemption" and " Redemption for Taxation Reasons".
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the competent authority in
Luxembourg for the purpose of Directive n°2003/71/EC (the Prospectus Directive) and the Luxembourg law on prospectuses for securities dated
10 July 2005, for the purpose of approving this Prospectus. Application has been made to the Luxembourg Stock Exchange for the Notes to be
admitted to the official list and traded on the Regulated Market (regulated by Directive 2004/39/EC) of the Luxembourg Stock Exchange.
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 50,000 each. Title to the Notes will be evidenced in
accordance with Article L. 211-4 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders.
No physical document of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be
issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the
Account Holders (as defined in "Terms and Conditions of the Notes Form, Denomination and Title") including Euroclear Bank SA/N.V.
(Euroclear) and the depositary bank for Clearstream Banking, société anonyme (Clearstream, Luxembourg). The Notes have been accepted for
clearance through Euroclear France, Euroclear and Clearstream, Luxembourg.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or
sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the
registration requirements of the Securities Act is available.
The Notes have been assigned a rating of A- by Standard & Poor's Ratings Services and A- by Fitch Ratings. A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency. A revision,
suspension, reduction or withdrawal of a rating may adversely affect the market price of the Notes.
This Prospectus has not been submitted to the approval of the Autorité des marchés financiers in France.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to
invest in the Notes.
Sole Structuring Adviser, Sole Bookrunner and Joint Lead Manager
BNP PARIBAS
Joint Lead Manager
CALYON CORPORATE AND INVESTMENT BANK

This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 5.3 of the
Prospectus Directive and the Luxembourg law on prospectuses for securities dated 10 July 2005
implementing the Prospectus Directive in Luxembourg.
The Issuer, having taken all reasonable care to ensure that such is the case, confirms that the
information contained or incorporated by reference in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect the import of such
information.
Certain information contained in this Prospectus and/or documents incorporated herein by
reference has been extracted from sources specified in the sections where such information
appears. The Issuer confirms that such information has been accurately reproduced and that, so
far as it is aware and is able to ascertain from information published by the above sources, no facts
have been omitted which would render the information reproduced inaccurate or misleading. The
Issuer has also identified the source(s) of such information.
References herein to the Issuer are to La Mondiale. References to the Group are to the Issuer,
together with its consolidated subsidiaries.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see the section entitled "Documents Incorporated by Reference"). This Prospectus shall
be read and construed on the basis that such documents are incorporated in, and form part of, this
Prospectus.
The Joint Lead Managers (as defined in the section entitled "Subscription and Sale") have not
independently verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Joint Lead Managers as to the accuracy or completeness of the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the issue and sale of the Notes. The Joint Lead Managers do not accept any
liability in relation to the information contained or incorporated by reference in this Prospectus or
any other information provided by the Issuer in connection with the issue and sale of the Notes.
No person is or has been authorised by the Issuer or the Joint Lead Managers to give any
information or to make any representation not contained in this Prospectus 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 Joint Lead Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer and the Group is
correct at any time subsequent to the date hereof or that any other information supplied in
connection with the issue and sale of the Notes is correct as of any time subsequent to the date
indicated in the document containing the same. The Joint Lead Managers do not undertake to
review the financial condition or affairs of the Issuer during the life of the Notes or to advise any
investor in the Notes of any information coming to its attention. Investors should review, inter alia,
the most recently published documents incorporated by reference into this Prospectus when
deciding whether or not to subscribe for or to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of
the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or the Joint Lead Managers that any recipient of
this Prospectus or any other information supplied in connection with the issue and sale of the Notes

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should purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the issue and sale of the Notes constitutes an offer or invitation by, or on behalf of,
the Issuer or the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their
own independent investigation and appraisal of the Issuer, its business, its financial condition and
affairs and the terms of the offering of the Notes, including the merits and risks involved. The
contents of this Prospectus are not to be construed as legal, business or tax advice. Each
prospective investor should consult its own advisers as to legal, tax, financial, credit and related
aspects of an investment in the Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribution
or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers which
would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction
where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this
Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular,
there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the
United States, the United Kingdom and France see the section entitled "Subscription and Sale".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the
Securities Act), or under any relevant securities laws of any state of the United States of America
and may not be offered, sold or delivered within the United States of America or to or for the
account or benefit of any person in the United States of America, within the meaning of Regulation
S under the Securities Act (Regulation S), or to any person acting on a non-discretionary basis for
any person in the United States of America.
In this Prospectus, unless otherwise specified or the context requires, references to "euro", "EUR"
and "" are to the single currency of the participating member states of the European Economic
and Monetary Union.
In connection with this issue, BNP Paribas (herein referred to as the Stabilisation Manager) or
any person acting for the Stabilisation Manager may over-allot Notes (provided that the
aggregate principal amount of Notes allotted does not exceed one hundred and five (105)% of
the aggregate principal amount of the 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,
there is no assurance that the Stabilisation Manager (or persons acting on behalf of the
Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on
or after the date on which adequate public disclosure of the final terms of the offer of the Notes
is made and, if begun, may be ended at any time, but it must end no later than the earlier of
thirty (30) days after the issue date of the Notes and sixty (60) days after the date of the allotment
of the Notes.

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TABLE OF CONTENTS
Clause
Page
Persons responsible for the information given in the Prospectus .........................................................5
Risk Factors .......................................................................................................................................6
Documents Incorporated by Reference .............................................................................................15
Summary .........................................................................................................................................17
Terms and Conditions of the Notes...................................................................................................32
Use of Proceeds ...............................................................................................................................54
Description of the Issuer...................................................................................................................55
Recent Developments.......................................................................................................................68
Consolidated financial statements of the Issuer for the year ended 31 December 2005 and for the
year ended 31 December 2004 for information purposes only...........................................................71
Statutory auditors' reports on the consolidated financial statements of the issuer for the year ended
31 December 2005 and for the year ended 31 December 2004 ........................................................137
Taxation.........................................................................................................................................138
Subscription and Sale.....................................................................................................................140
General Information .......................................................................................................................142

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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
The Issuer accepts responsibility for the information contained in this Prospectus. The Issuer,
having taken all reasonable care to ensure that such is the case, confirms that the information
contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
La Mondiale
32, avenue Emile Zola
59370 Mons-en-Baroeul
France
Duly represented by:
Mr. Alain Gajan
Directeur Général

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RISK FACTORS
Prior to making an investment decision, prospective investors in the Notes offered hereby should
consider carefully, among other things and in light of their financial circumstances and investment
objectives, all the information of this Prospectus and, in particular, the risk factors set out below.
Each of the risks highlighted below could have a material adverse effect on the business,
operations, financial conditions or prospects of the Issuer, which in turn could have a material
adverse effect on the amount of principal and interest which investors will receive in respect of the
Notes. In addition, each of the risks highlighted below could adversely affect the trading price of
the Notes or the rights of investors under the Notes and, as a result, investors could lose some or
all of their investment. This section is not intended to be exhaustive and prospective investors
should make their own independent evaluation of all risk factors and should read the detailed
information set out elsewhere in this Prospectus. Words and expressions defined in the section
entitled "Terms and Conditions of the Notes" herein shall have the same meanings in this section.
The order in which the following risk factors are presented is not an indication of the likelihood of
their occurrence.
RISK FACTORS RELATING TO THE ISSUER
The materialisation of any of the risks described below may affect the Issuer's capacity to repay,
and/or adversely affect the market price of, the Notes and lead to Noteholders suffering loss if they
sell their Notes prior to maturity. Investors are therefore at risk of losing all or part of their
investment.
Financial risks
La Mondiale and its consolidated subsidiaries taken as a whole (the Group) is exposed to the
following financial risks:
Market risks
Market levels and returns on investment are a significant part of the overall profitability of the
Group and fluctuations in financial markets, like those in the capital markets, may have a material
effect on operating results. It can be very difficult to predict how such factors will evolve. Any
downturn in the economy and/or change in the financial markets on which managed assets are
invested could have an adverse effect on the financial situation, operating results and cash flow of
the Issuer.
Fluctuations in interest rates may affect returns on and the market value of the Notes. In general,
income on investments may fall during extended periods of low interest rates and to an even greater
extent when profits from high yield instruments are reinvested at lower rates, even if cumulative
gains tend to increase. During periods when interest rates are going up, the price of fixed income
securities tends to decrease and gains on sale of such securities are lower or losses greater.
Variations in interest rates and returns on equity markets may also have an impact on customers'
behaviour. This phenomenon is particularly marked in our life insurance and savings business.
In addition, La Mondiale invests part of its assets in shares (the percentage of general assets
invested in shares as at 31 December 2005 was 16%), which are generally exposed to volatility
risks. General economic conditions, stock market conditions and many other factors outside the
control of the Group may adversely affect the capital markets.

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Investment risk on life insurance portfolios is sometimes borne by the insured which is the case of
unit-linked life insurance policies. In these cases, fluctuations of the price of underlying securities
will directly or indirectly affect the financial results of life insurance business. Furthermore such
fluctuations could affect the solvency of the Group.
The value of property assets (10% of La Mondiale's assets as at 31 December 2005) may decrease
when the state of the market changes. In this case property sales may lead to losses on such
investments.
Credit risk
La Mondiale is exposed to counterparty risk in its relations with third parties. A default by any of
its counterparties could have a material effect on its financial situation. La Mondiale is exposed to
credit risk, inter alia, through its financial assets, its advances on policies and securities lending.
La Mondiale has exposure to its reinsurers through its reinsurance treaties. In such treaties, the
other insurers assume part of the cost, losses and expenses associated with incidents, and losses
whether or not carried over, in exchange for a proportion of the premiums. The ability to make a
claim under, and the amount and cost of, the reinsurance depend on general market conditions and
may vary significantly. Any decrease in the amount of reinsurance cover purchased will increase
the risk of loss for La Mondiale. When reinsurance is put in place, La Mondiale remains liable for
transferred risks if the reinsurer does not fulfill its obligations. Default by a reinsurer therefore
could affect La Mondiale's profits and financial situation.
A solvency default by a counterparty could generate significant liquidity problems and cause other
institutions to default. Stability of such institutions depends greatly on the equilibrium in the
markets, notably through credit and other financial flows linking these institutions together. This
risk can adversely affect the financial intermediaries, banks and depositories with which La
Mondiale operates daily which may therefore adversely affect its income, returns and solvency.
Deterioration in financial results due to insurance claims for incidents
The frequency and seriousness of insurance claims incurred and registered are an important factor
in the overall profitability of La Mondiale and fluctuations in insurance claims can have a material
effect on its income. Furthermore, unfavourable changes in the rate of insurance claims or in the
cost of reinsurance protection could have an adverse effect on La Mondiale's financial condition,
operating results and cash flow. Changes in these parameters are very difficult to predict.
Insurance risks
The Group is exposed to the following insurance risks:
Pricing risk
This risk may arise as a result of premiums being too low to meet commitments (risk of incorrect
assessment of the characteristics of the insured risk, risk of under-evaluation of the premium). The
launch process for new products or changes to existing products may lead to the materialisation of
this type of risk. In order to control this risk, formal validation by the general management and all
the relevant departments (technical, marketing, commissioning...) is obtained prior to the decision
to launch new products. All guarantees and options provided under the product are reviewed. La
Mondiale does however have guaranteed-rate contracts which may involve risk in the case of a
mismatch between an underlying asset and the related back-to-back transaction and if the rate of
return is insufficient.

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Provision risk
This risk may arise if insufficient provision is made to meet commitments due to poor assessment
of available data or subsequent modification of the risk factors. The Group has not recorded any
provision for exigibility risk (provision pour risque d'exigibilité (PRE)) or provision for financial
risks (provision pour aléas financiers (PAF)).
Disaster risk
The risk for an insurer of the sudden occurrence of an incident involving very large claims or an
accumulation of incidents due to one single event.
Contractual risk
The risk of pay-out rates associated with the guarantees incorporated in the contracts, the market
risk associated with the options incorporated in the contracts and the credit risk associated with
transfers of risk to reinsurers.
Operational risks
The Group defines operational risk as the risk of loss due to inappropriate or failure of procedures,
individuals or systems or loss resulting from external events.
Operational risks can be classified into the following categories:
· Risk of business interruption due to external events (disaster, etc.) or internal events:
disaster scenarios have been provided for through the implementation of a business
continuity plan.
· Risk of fraud: fraud scenarios have been considered. Controls and procedures have been
introduced in the most vulnerable areas: accounts, access to computerised data, changes to
figures records...
· Litigation risk: the Sénacq affair (see "Recent Developments" below) led La Mondiale
Partenaire to make provision of significant amounts in its accounts to cover risk of
unilateral withdrawal by customers (litigation under article L. 132.5.1 of the French Code
des assurances).
· Governance risks: this relates in particular to failure by policyholders (sociétaires) to
comply with the by-laws in the context of the election of representatives, exceeding the
permitted number of directorships, compliance with and declaration of regulated
agreements, supplying incorrect information to the regulatory authorities.
· Human resources and skills risk: this relates to the unforeseen loss of a person in a key
position, loss of know-how, poor skills and careers management, errors in setting
parameters and calculating pay, bad management of labour disputes.

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· Risks relating to information systems, physical security and confidentiality. These risks can
be broken down as follows: risk of physical or computer system intrusion, risk of malicious
acts, risk of information theft, risk of non-compliance with the data protection authority
(Commission Nationale de l'Informatique et des Libertés).
· Communication and reputation risk: the risk of internal or external dissemination of any
communication having a detrimental effect on the brand's reputation.
· Mismanagement risk: these risks concern the risk of failure to comply with authorised
signatory requirements for specific management operations, risk of failure to validate
derogations, risk of failure to monitor and control manual transactions.
· Commercialisation, profitability and product risks: the use of new means of distribution
(such as Internet), failure to respect client scoring, failure in the duty to advise customers
are areas for vigilance.
Professional conduct
Professional conduct risks concern in particular the failure by the legal and tax departments to
monitor and communicate with respect to professional obligations and failure to integrate such
obligations into the operational systems of the business (both at a commercial and management
level).
Regulatory compliance
La Mondiale is subject to governmental regulation. The regulatory authorities, notably the Autorité
de Contrôle des Assurances et des Mutuelles (ACAM), have broad authority over many aspects
such as solvency, premium levels, sales and marketing practices, advertising, employees' business
cards and insurance policy forms. La Mondiale is obliged to manage the risks specified by the
supervisory authorities, in particular those in respect of which the Group has not yet managed to
comply and those in respect of which the necessary corrective measures have not yet been
implemented. An action by the authority against a member of the Group could have an adverse
effect on the business, results and/or solvency of the Group.
In addition changes to government policy, laws or their interpretation could adversely affect the
range of products offered by the Group, the distribution networks or its capital requirements and
therefore its income and solvency. Such changes which can occur at any moment include potential
changes to retirement pension policy, regulation of commercial practices and solvency
requirements.
The risk management policies, procedures and methods may leave La Mondiale exposed to
unforeseen or unidentified risks.
The Group commits significant resources to develop evaluation policies, procedures and methods
to manage operational, liquidity, credit and market risks and plans to continue making efforts in
this direction in the future.

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However the Group's risk management strategies and techniques may not be entirely effective in
mitigating exposure to risk in all market environments or against all types of risks, including those
risks that the Group has not yet identified or anticipated.
If potential or existing customers believe that the risk management procedures and policies of the
Group are not suitable, the Issuer's reputation as well as its revenues and profits may be adversely
affected.
RISK FACTORS RELATING TO THE NOTES
The Notes are Deeply Subordinated Obligations
The obligations of the Issuer under the Notes in respect of principal and interest are lowest ranking,
deeply subordinated obligations of the Issuer, subordinated to and ranking behind the claims of
lenders in relation to prêts participatifs granted to the Issuer, holders of titres participatifs issued
by the Issuer and creditors with respect to Ordinarily Subordinated Obligations and Unsubordinated
Obligations of the Issuer. The Issuer's obligations under the Notes rank in priority only to any class
of share capital of the Issuer.
If any judgment is rendered by any competent court declaring the judicial liquidation (liquidation
judiciaire) of the Issuer or if the Issuer is liquidated for any reason, the rights of the Noteholders in
respect of the payment of principal and interest on the Notes shall be subordinated to the payment
in full of all other creditors of the Issuer ranking in priority to the Noteholders. In the event that the
Issuer has insufficient assets to satisfy claims in such liquidation, the Noteholders may receive less
than the Original Principal Amount of the Notes and may incur a loss of their entire investment.
See "Terms and Conditions of the Notes Status and Rights of Noteholders in the event of
liquidation" of this Prospectus.
The Notes are undated securities
The Notes are undated obligations of the Issuer and have no fixed maturity date. The Issuer is
under no obligation to redeem the Notes at any time, except for certain taxation reasons. The
Noteholders have no right to require redemption of the Notes, except if a judgment is issued for the
judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other
reason. See "Terms and Conditions of the Notes Redemption and Purchase" of this Prospectus.
In such event, any outstanding Optional Deferred Interest will, subject to the Overall PIK Limit,
become due and payable in cash but shall only be due and payable after all the Original Principal
Amount of Notes shall have been paid in full. Any excess Optional Deferred Interest shall be
forfeited and, accordingly, the Issuer's obligations in respect of such Optional Deferred Interest
shall be terminated.
No voting rights
The Notes do not give the Noteholders the right to vote at meetings of the policyholders
(sociétaires) of the Issuer.

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