Obligation Société Foncière de Financement 4.2% ( FR0010726208 ) en EUR

Société Foncière de Financement

100 % ⇌

France

FR0010726208 ( en EUR )

4.2% par an ( paiement annuel )

02/11/2034 - Obligation échue

Prospectus brochure de l'obligation Cie de Financement Foncier FR0010726208 en EUR 4.2%, échue

50 000 EUR

20 000 000 EUR

La Compagnie de Financement Foncier (CFF) est une société de financement spécialisée dans les prêts immobiliers, offrant des solutions de crédit pour l'acquisition, la construction ou la rénovation de biens immobiliers.

L'instrument financier examiné est une obligation dont le code ISIN est FR0010726208. Il est important de noter que cette émission spécifique, initialement prévue pour maturité le 2 novembre 2034, a atteint sa date d'échéance et a été intégralement remboursée, marquant la conclusion réussie de son cycle de vie pour les investisseurs. L'émetteur de cette obligation est la Cie de Financement Foncier, une entité française spécialisée dans le financement de l'habitat. En tant que société de financement de l'habitat (SFH), la Cie de Financement Foncier est une institution de crédit régulée, dont la vocation principale est d'émettre des obligations foncières. Ces titres sont caractérisés par le fait qu'ils sont adossés à des créances immobilières spécifiques et très sécurisées, offrant ainsi une garantie élevée à leurs porteurs et se distinguant par leur notation de crédit généralement favorable. Cette obligation, émise en France et libellée en Euros (EUR), présentait un taux d'intérêt fixe de 4,2%, payé annuellement. Sa taille totale à l'émission s'élevait à 20 000 000 EUR, avec une taille minimale d'achat fixée à 50 000 EUR, ce qui la positionnait pour des investisseurs institutionnels ou des patrimoines importants. Conformément à ses termes et conditions, l'obligation a atteint sa date d'échéance et a été remboursée à son prix nominal de 100% sur le marché, attestant de la bonne exécution des engagements financiers de l'émetteur envers ses porteurs.

COMPAGNIE DE FINANCEMENT FONCIER
Euro 125,000,000,000
Euro Medium Term Note Programme
for the issue of Obligations Foncières due from one month from the date of original issue

Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Compagnie de Financement Foncier (the "Issuer"
or "Compagnie de Financement Foncier"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières (the
"Obligations Foncières" or the "Notes"), benefiting from the statutory privilège created by Article L.513-11 of the French Code monétaire et financier, as more fully described
herein. No credit linked Notes will be issued under the Programme.
The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 125,000,000,000 (or the equivalent in other currencies).
This Base Prospectus constitutes a base prospectus for the purposes of article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
This Base Prospectus has been approved by the French Autorité des marchés financiers (the "AMF") in France, in its capacity as competent authority pursuant to the Prospectus
Regulation and, at the same time for the notification of a certificate of approval released to the Commission de surveillance du secteur financier in Luxembourg for Notes issued under
the Programme to be admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange, both of approval and notification being made in its
capacity as competent authority under the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this
Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
Application may be made to Euronext Paris for Notes issued under the Programme for the period of 12 months after the date of the approval granted by the AMF on this Base Prospectus
to be admitted to trading on Euronext Paris and/or any other Regulated Market (as defined below) and/or to be offered to the public pursuant to a non-exempt offer in accordance with
the Prospectus Regulation in any member state (the "Member State(s)") of the European Economic Area (the "EEA") or in the United Kingdom (the "UK"). Euronext Paris is a
regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, as amended, appearing
on the list of regulated markets issued by the European Commission (a "Regulated Market"). Notes which are not admitted to trading on a Regulated Market, or which are not offered
to the public pursuant to a non-exempt offer, in a Member State of the EEA or in the UK may be issued under the Programme and may also be admitted to trading on an alternative
stock exchange or may not be admitted to trading at all. The relevant final terms (the "Final Terms") in respect of the issue of any Notes will specify whether or not such Notes
will be admitted to trading and/or offered to the public pursuant to a non-exempt offer in a Member State of the EEA or in the UK and, if so, the relevant market or jurisdiction.
Each time the Notes will be admitted to trading on Euronext Paris, the Notes will also be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
This Base Prospectus shall be valid for the admission to trading of Notes on a Regulated Market and/or the offering of Notes to the public pursuant to a non-exempt offer in
accordance with the Prospectus Regulation until 11 June 2021, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following
the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the information included (or incorporated by reference) in this Base Prospectus
which may affect the assessment of an investment in the Notes. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or
material inaccuracy does not apply when this Base Prospectus is no longer valid.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more ful y described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents of
title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear
France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination, Title and
Redenomination") including, Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking S.A. ("Clearstream"), or in registered dematerialised
form (au nominatif) and, in such latter case, at the option of the relevant holder, in either fully registered dematerialised form (nominatif pur), in which case they will be inscribed
with a registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered dematerialised form (nominatif administré) in which case they will
be inscribed in the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination") designated by the
relevant holder of Notes.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached
(a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary Global Certificate will subsequently be exchanged for definitive
Materialised Notes in bearer form (the "Definitive Materialised Notes") on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to
postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non-US beneficial ownership with, where
applicable, coupons for interest attached.
The Programme has been rated Aaa by Moody's France SAS ("Moody's"), AAA by S&P Global Ratings Europe Limited ("S&P") and AAA by Scope Ratings AG ("Scope").
It is expected that the Notes issued under the Programme will be rated AAA by S&P, Aaa by Moody's and AAA by Scope. Each of S&P, Moody's and Scope is established in
the European Union, registered under Regulation (EC) No.1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and included in the list of registered credit
rating agencies published on the website of the European Securities and Markets Authority (http://www.esma.europa.eu/supervision/credit-rating-agencies/risk). The relevant
Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union or in the United Kingdom and registered under
the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating
agency.
The final terms of the Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.

Arranger
DEUTSCHE BANK
Dealers
BARCLAYS
BNP PARIBAS
BOFA SECURITIES
COMMERZBANK
CRÉDIT AGRICOLE CIB
CRÉDIT FONCIER DE FRANCE
CREDIT SUISSE
DEUTSCHE BANK
HSBC
J.P. MORGAN
MORGAN STANLEY
NATIXIS
NATWEST MARKETS
NOMURA
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
UBS INVESTMENT BANK

The date of this Base Prospectus is 12 June 2020.

This Base Prospectus (together with any supplements thereto published from time to time (each a
"Supplement" and together the "Supplements")) constitutes a base prospectus for the purposes of Article 8 of
the Prospectus Regulation in respect of, and for the purpose of giving information with regard to the Issuer
and the Notes which is necessary information material to an investor for making an informed assessment of
the assets and liabilities, profit and losses, financial position, and prospects of the Issuer, the rights attaching
to the Notes, the reasons for the issuance and its impact on the Issuer and may only be used for the purposes
for which it has been published.
This Base Prospectus is to be read in conjunction with any Supplement that may be published from time to
time and with all documents which are incorporated herein by reference (see "Documents Incorporated by
Reference") and in relation to any Series (as defined herein) of Notes, should be read and construed together
with the relevant Final Terms.
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 sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger. 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 Issuer has undertaken with the Dealers to amend or supplement this Base Prospectus or publish a new
Base Prospectus following the occurrence of a significant new factor, a material mistake or a material
inaccuracy relating to the information included (or incorporated by reference) in this Base Prospectus which
may affect the assessment of an investment in the Notes.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"DOCUMENTS INCORPORATED BY REFERENCE"), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus unless that information is incorporated by
reference into the Base Prospectus and has not been scrutinised or approved by the AMF.
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Arranger or any of the Dealers or any of their affiliates
in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
Potential purchasers and sellers of the Notes should be aware that payments of interest on the Notes, or
profits realised by a holder of Notes upon the disposal or repayment thereof, may be subject to taxation or
documentary charges or duties in its home jurisdiction or in other jurisdictions in which it is required to pay
taxes or where the Notes are transferred. In some jurisdictions, no official statements of the tax authorities
or court decisions may be available for innovative financial obligations such as Notes. Potential investors are
advised to ask for their own tax adviser's advice on their individual taxation with respect to the subscription,
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acquisition, ownership, disposal and redemption of the Notes. Only these advisors are in a position to duly
consider the specific situation of the potential investor.
IMPORTANT NOTICE RELATING TO GREEN BONDS OR SOCIAL BONDS
Prospective investors should have regard to the information set out in the relevant Final Terms regarding
use of proceeds and must determine for themselves the relevance of such information for the purpose of any
investment in green bonds (the "Green Bonds") or social bonds (the "Social Bonds"), as the case may be,
together with any other investigation such investor deems necessary. In particular, no assurance is given by
the Issuer or the Dealers that the use of proceeds for any loan will satisfy, whether in whole or in part, any
present or future investor expectations or requirements as regards any investment criteria or guidelines with
which such investor or its investments are required to comply, whether by any present or future applicable
law or regulations or by the Issuer's own by-laws or other governing rules or investment portfolio mandates,
in particular with regard to any direct or indirect environmental or social impact of any loan or uses related
to any loan. Furthermore, it should be noted that there is currently no clearly defined definition (legal,
regulatory or otherwise) of, nor market consensus as to what constitutes a "green", a "social", "sustainable"
or an equivalently-labelled asset is currently under development. In addition the requirements of any such
label may evolve from time to time, accordingly, no assurance is or can be given to investors that any loan
or use(s) the subject of, or related to, any loan will meet any or all investor expectations regarding such
"green", "social" or other equivalently-labelled performance objectives.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any
opinion or certification of any third party (whether or not solicited by the Issuer) which may be made
available in connection with the issue of any Green Bonds or Social Bonds, as the case may be, and in
particular with any loan, to fulfil any environmental, social and/or other criteria. Currently, the providers
of such opinions and certifications are not subject to any specific regulatory or other regime or oversight.
Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer or any
other person to buy, sell or hold any such Green Bonds or such Social Bonds, as the case may be. For the
avoidance of doubt, neither the second party opinions, nor any such other opinion or certification is, or shall
be deemed to be, incorporated in and/or form part of this Base Prospectus.
No Dealer makes any representation as to the suitability of the Green Bonds or Social Bonds, as the case may
be, to fulfil any environmental, social and/or other criteria required by prospective investors. The Dealers
have not undertaken, nor are responsible for, any assessment of the eligibility criteria, any verification of
whether the Green Bonds or Social Bonds, as the case may be, meet the eligibility criteria, or the monitoring
of the use of proceeds. Investors should refer to the Issuer's website or any third-party opinion.
CERTAIN SELLING RESTRICTIONS
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 Arranger 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 security regulation authority of any state or other jurisdiction of the United
States and include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject
to certain exceptions, Notes may not be offered or sold to U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) or, in the case of Materialised Notes in bearer form, delivered within the
United States or to United States persons (as defined under the U.S. Internal Revenue Code of 1986, as
amended).

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THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN
RELIANCE ON REGULATION S.
For a description of certain restrictions on offers and sales of Notes and on distribution of this Base
Prospectus, see "Subscription and Sale".
IMPORTANT EEA AND UK RETAIL INVESTORS - If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA and UK Retail Investors", the Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA") or in the United Kingdom ("UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of
Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful
under the PRIIPs Regulation.
MIFID II product governance / target market The Final Terms in respect of any Notes will include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration such determination;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels. A determination will be made in relation to each issue about whether, for
the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MIFID Product Governance Rules.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities and
Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations contained in
this Base Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the sincerity, accuracy or completeness of any of the information
or representations in this Base Prospectus. Neither this Base Prospectus nor any other financial statements
nor any other information incorporated by reference are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or the
Dealers that any recipient of this Base Prospectus or any other financial statements or any information
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incorporated by reference should purchase the Notes. Each potential purchaser of Notes should determine
for itself the relevance of the information contained in this Base Prospectus and its purchase of Notes should
be based upon such investigation as it deems necessary. None of the Dealers or the Arranger has reviewed or
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 of the Dealers or the Arranger.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" are to the currency which was introduced as of 1 January 1999 with the start of the third
stage of the European Economic and Monetary Union by which date the Euro became the legal currency in
eleven Member States of the European Union, references to "£", "pounds sterling", "GBP" and "Sterling" are
to the lawful currency of the United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful
currency of the United States of America, references to "HKD", "Hong Kong Dollars" are to the lawful
currency of Hong Kong, "¥", "JPY" and "Yen" are to the lawful currency of Japan, references to "CHF"
and "Swiss Francs" are to the lawful currency of the Helvetic Confederation, references to "NOK" are to the
lawful currency of Norway and references to "CAD" and "Canadian Dollars" are to the lawful currency of
Canada.
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................ 6
RISK FACTORS ..................................................................................................................................................... 13
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE BASE PROSPECTUS ....... 37
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................... 39
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 40
TERMS AND CONDITIONS OF THE NOTES .................................................................................................... 44
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES.................. 110
USE OF PROCEEDS ........................................................................................................................................... 112
SUMMARY OF THE LEGISLATION AND REGULATIONS RELATING TO SOCIÉTÉS DE CRÉDIT
FONCIER ............................................................................................................................................................. 113
DESCRIPTION OF COMPAGNIE DE FINANCEMENT FONCIER ................................................................ 117
RELATIONSHIP BETWEEN COMPAGNIE DE FINANCEMENT FONCIER AND CRÉDIT FONCIER DE
FRANCE .............................................................................................................................................................. 129
RECENT DEVELOPMENTS .............................................................................................................................. 133
SUBSCRIPTION AND SALE .............................................................................................................................. 136
FORM OF FINAL TERMS 1 ............................................................................................................................... 141
FORM OF FINAL TERMS 2 ............................................................................................................................... 164
GENERAL INFORMATION ............................................................................................................................... 216
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ...................... 220

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GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken from, and is
qualified in its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the relevant Final Terms. The Notes will be issued on such terms as shall be agreed
between the Issuer and the relevant Dealer(s) and will be subject to the Terms and Conditions of the Notes set out in
this Base Prospectus as completed by the relevant Final Terms.
This General Description constitutes a general description of the Programme for the purposes of Article 25.1(b) of
Commission Delegated Regulation (EU) 2019/980 of 14 March 2019. It does not, and is not intended to, constitute
a summary of this Base Prospectus within the meaning of Article 7 of the Regulation Regulation, as amended, or any
implementing regulation thereof.
Words and expressions defined in the section entitled "Terms and Conditions of the Notes" below shall have the same
meanings in this general description.
Issuer:
Compagnie de Financement Foncier
Legal Entity Identifier of the
Issuer:
DKGVVH5FKILG8R13CO13
Website of the Issuer:
https://www.foncier.fr
Arranger:
Deutsche Bank Aktiengesellschaft
Permanent Dealers:
Barclays Bank Ireland PLC
BNP Paribas
BofA Securities Europe SA
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Crédit Foncier de France
Credit Suisse Securities (Europe) Limited
Deutsche Bank Aktiengesellschaft
HSBC France
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Natixis
NatWest Markets Plc
Nomura International plc
Société Générale
UBS Europe SE
The Issuer may from time to time terminate the appointment of any Dealer
under the Programme or appoint additional dealers either in respect of one or
more Tranches or in respect of the whole Programme. References in this Base
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Prospectus to "Permanent Dealers" are to the persons referred to above as
Dealers and to such additional persons that are appointed as dealers in respect
of the whole Programme (and whose appointment has not been terminated)
and references to "Dealers" are to the Permanent Dealers and all persons
appointed as a dealer in respect of one or more Tranches.
Description:
Under the Euro Medium Term Note Programme (the "Programme"), the
Issuer, subject to compliance with all relevant laws, regulations and directives
applicable to the Issuer, may from time to time issue obligations foncières (the
"Obligations Foncières" or the "Notes") the principal and interest of which
benefit from the statutory priority right of payment (privilège) created by
Article L.513-11 of the French Code monétaire et financier (the "Privilège")
(for further description, see section entitled "Summary of the legislation and
regulations relating to sociétés de crédit foncier").
Programme limit:
Up to Euro 125,000,000,000 (or the equivalent in other currencies at the date
of the issue of any Notes) aggregate nominal amount of Notes issued under
the Programme outstanding at any time.
The Programme Limit may be increased from time to time, subject to
compliance with the relevant provisions of the amended and restated dealer
agreement entered into between the Issuer, the Arranger and the Permanent
Dealers.
Fiscal Agent, Paying Agent,
Redenomination
Agent,
Consolidation Agent and
Calculation Agent:
Deutsche Bank AG, London Branch
Methods of issue:
The Notes will be issued on a syndicated or non-syndicated basis.
Series and Tranches:
The Notes will be issued in series (each a "Series") having one or more issue
dates and on terms otherwise identical, the Notes of each Series being intended
to be interchangeable or identical (other than in respect of the first payment of
interest, the issue date, the issue price and the nominal amount) with all other
Notes of that Series. Each Series may be issued in tranches (each a "Tranche")
on the same or different issue dates. 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 of such
Tranche (the "Final Terms").
Maturities:
Subject to compliance with all relevant laws, regulations and directives, any
maturity from one month from the date of the original issue. An extended
maturity date may be specified for a Series of Notes (the "Extendible Notes").
Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. dollars, Hong Kong dollars, Japanese yen, Swiss
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francs, Sterling, Canadian dollars, Norwegian krone and in any other currency
agreed between the Issuer and the relevant Dealers.
Specified Denomination(s):
The Notes will be issued in such denominations as may be specified in the
relevant Final Terms provided that such denomination shall be equal to such
minimum 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.
Dematerialised Notes shall be issued in one Specified Denomination only.
Redenomination:
Notes issued in the currency of any Member State of the EU which will
participate in the single currency of the European Economic and Monetary
Union may be redenominated into Euro, all as more fully provided in
Condition 1. See "Terms and Conditions of the Notes - Form, Denomination,
Title and Redenomination" below.
Form of the Notes:
Notes may be issued in either dematerialised form ("Dematerialised Notes")
or materialised form ("Materialised Notes").
Dematerialised Notes may, at the option of the Issuer, be issued in bearer form
(au porteur) or in registered form (au nominatif) and, in such latter case, at
the option of the relevant holder, either in fully registered form (au nominatif
pur) or in administered registered form (au nominatif administré). No physical
documents of title will be issued in respect of Dematerialised Notes.
Materialised Notes are issued in bearer form (au porteur) ("Bearer
Materialised Notes") only. A Temporary Global Certificate will initially be
issued in respect of each Tranche of Bearer Materialised Notes. Materialised
Notes may only be issued outside France.
Status of the Notes:
The Notes and where applicable, any Coupons relating to them constitute
direct, unconditional and, pursuant to the provisions of Condition 4
(Privilège), privileged obligations of the Issuer and rank and will rank pari
passu and without any preference among themselves and equally and rateably
with all other present or future notes and other resources raised by the Issuer
benefiting from the Privilège created by Article L.513-11 of the French Code
monétaire et financier.
Privilège:
The Notes benefit from the Privilège (priority right of payment) created by
Article L.513-11 of the French Code monétaire et financier.
Negative Pledge:
None.
Events of Default (including
cross default):
None.
Redemption:
The Notes shall be redeemed on their stated maturity or prior to maturity at
the option of the Issuer or of the Noteholders. The Final Terms will specify
the basis for calculating the redemption amounts payable.
Optional Redemption:
The Final Terms issued in respect of each issue of Notes will state whether
such Notes may be redeemed prior to their stated maturity at the option of the
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Issuer and or the Noteholders (in each case, either in whole or in part) and if
so the terms applicable to such redemption.
No Redemption for Taxation
Reasons:
The Notes will not be redeemed early for taxation reasons.
Taxation (withholding tax):
All payments of principal, interest and other assimilated revenues by or on
behalf of the Issuer in respect of the Notes or Coupons 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.
No additional amounts:
If French law should require that payments of principal or interest and other
assimilated revenues in respect of any Notes or Coupon relating thereto, be
subject to deduction or withholding in respect of any present or future taxes,
or duties whatsoever, the Issuer will not be required to pay any additional
amounts.
Interest Periods and Interest
Rates:
The length of the interest periods for the Notes and the applicable interest rate
or its method of calculation may differ from time to time or be constant for
any Series. Notes may have a maximum interest rate, a minimum interest rate,
or both. In no event shall the interest rate (including, for the avoidance of
doubt, any applicable margin) be less than zero. The use of interest accrual
periods permits the Notes to bear interest at different rates in the same interest
period. All such information will be set out in the relevant Final Terms.
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates 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 an interest rate swap
transaction in the relevant Specified Currency pursuant to the 2013 FBF
Master Agreement relating to transactions on forward financial
instruments, as supplemented by the Technical Schedules published by
the Fédération Bancaire Française or the FBF; or
(ii)
on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc.; or
(iii) by reference to LIBOR, EURIBOR, EONIA, CMS Rate or TEC10, or
any successor rate or any alternative rate,
in each case as adjusted for any applicable margin.
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