Obligation SEUZ 4.5% ( FR0010785436 ) en EUR

SEUZ

100 % ▼

France

FR0010785436 ( en EUR )

4.5% par an ( paiement annuel )

12/10/2017 - Obligation échue

Prospectus brochure de l'obligation SUEZ FR0010785436 en EUR 4.5%, échue

50 000 EUR

150 000 000 EUR

SUEZ est une entreprise multinationale française spécialisée dans la gestion de l'eau et des déchets.

L'Obligation émise par SEUZ ( France ) , en EUR, avec le code ISIN FR0010785436, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/10/2017

Base Prospectus dated 23 March 2009
SUEZ ENVIRONNEMENT COMPANY
(incorporated with limited liability in the Republic of France) as Issuer
5,000,000,000 Euro Medium Term Note Programme
Under the 5,000,000,000 Euro Medium Term Notes Programme (the "Programme"), Suez Environnement Company ("Suez Environnement" or the "Issuer"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of
Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other currencies). Subject to compliance with all relevant laws, regulations and
directives, Notes issued by Suez Environnement may be issued in euro, U.S. dollars, Japanese yen, Swiss francs, Sterling and in any other currency agreed between the
Issuer and the relevant Dealers.
This Base Prospectus constitutes the base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November
2003 (the "Prospectus Directive") in respect of, and for the purposes of giving information with regard to, Suez Environnement and its fully consolidated subsidiaries
taken as a whole (the "Group") and the Notes which, according to the particular nature of the Issuer, is necessary to enable investors to make an informed assessment of
the assets and liabilities, financial position, profit and losses and prospects of Suez Environnement.
Application has been made for approval of this Base Prospectus to the Commission de Surveillance du Secteur Financier in Luxembourg in its capacity as competent
authority under the "Loi relative aux prospectus pour valeurs mobilières" dated 10 July 2005. During a period of 12 months from the date of publication of this Base
Prospectus, application may be made (i) to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the official list of the Luxembourg Stock
Exchange and admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange and/or (ii) to the competent authority of another
Member State of the European Economic Area for Notes issued under the Programme to be listed and admitted to trading on a Regulated Market in such Member State.
However, Notes may be issued under the Programme that are listed on other stock exchanges (whether on a Regulated Market or not) or are not listed. The relevant final
terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to
trading and, if so, the relevant stock exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (a "Regulated Market").
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 offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the
Prospectus Directive will be 50,000 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.
Notes may be issued either in dematerialised form (the "Dematerialised Notes") or in materialised form (the "Materialised Notes") as more fully 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, a
subsidiary of Euroclear Bank S.A./N.V. ("Euroclear France") which shall credit the accounts of Euroclear France Account Holders including Euroclear Bank S.A./N.V.
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or in registered dematerialised form (au nominatif) and,
in such latter case, at the option of the relevant holder of Notes (a "Noteholder"), in either fully registered form (nominatif pur), in which case they will be inscribed in an
account maintained by the Registration Agent acting on behalf of the Issuer, or in administered registered form (nominatif administré) in which case they will be inscribed
in the accounts of the Euroclear France Account Holders designated by the relevant Noteholders. "Euroclear France Account Holder" means any authorised financial
intermediary institution entitled to hold directly or indirectly accounts on behalf of its customers with Euroclear France, and includes the depositary bank for Clearstream,
Luxembourg and Euroclear.
Materialised Notes will be in bearer form only and may only be issued outside France and the United States. A temporary global certificate in bearer form without interest
coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. No interest will be payable on the Temporary Global
Certificate. Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on
or after a date expected to be on or about the 40th day after the issue date of the Notes upon certification as to non U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined below) intended to be cleared through Euroclear and/or Clearstream Luxembourg, be deposited
on the issue date with a common depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a
clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer
and the relevant Dealer (as defined below).
The long-term senior unsecured Notes and the short-term senior unsecured Notes of the Issuer are currently rated A3 (stable outlook) and Prime-2 (stable outlook)
respectively by Moody's Investors Service Ltd ("Moody's"). Notes issued under the Programme may be rated or unrated. Notes which are rated will have such rating as is
assigned to them by Moody's or such other relevant rating organisation as specified in the Final Terms. 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.
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Base Prospectus.
Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya S.A.
BNP Paribas
CALYON Crédit Agricole CIB
Deutsche Bank
HSBC
ING Wholesale Banking
Natixis
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland

This Base Prospectus should be read and construed in conjunction with any supplement that may be
published from time to time and with all other documents incorporated by reference (see "Documents
Incorporated by Reference") and, each of which shall be incorporated in, and form part of this Base
Prospectus in relation to any Series (as defined herein) of Notes, should be read and construed
together with the relevant Final Terms, the Base Prospectus and the Final Terms being together, the
"Prospectus".
Certain information contained in this Base 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.
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 (each as defined in "General Description 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 or those of the Group since the date hereof or the date upon which this Base Prospectus has
been most recently supplemented or that there has been no adverse change in the financial position of
the Issuer or that of the Group since the date hereof or the date upon which this Base Prospectus has
been most recently supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
The distribution of this 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 OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES AND INCLUDE 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 OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF
NOTES AND ON DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "SUBSCRIPTION AND
SALE".
No action has been taken by the Issuer or the Dealers which would permit a public offering of any
Notes or distribution of this Base 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 Base
Prospectus nor any Final Terms 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 and the Dealers have represented that all offers and sales by them will be made on the
same terms. 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.
2

Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on
behalf of the Issuer, the Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information 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 accuracy or completeness of any of the information in
this Base Prospectus. Neither this Base Prospectus nor any other information incorporated by
reference in this Base Prospectus is intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer, the Arranger or the Dealers that any
recipient of this Base Prospectus or any Final Terms or any other information incorporated by
reference should subscribe for or purchase the Notes. In making an investment decision regarding the
Notes, prospective investors must rely on their own independent investigation and appraisal of the
Issuer, its business and the terms of the offering, including the merits and risks involved. For further
details, see "Risk Factors" herein. The contents of this Base Prospectus or any Final Terms are not to
be construed as legal, business or tax advice. Each prospective investor should subscribe for or consult
its own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes.
None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the
Issuer or the Group 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.
The combined financial statements of the Issuer and the Group for the year ended 31 December 2007
have been prepared in accordance with International Financial Reporting Standards ("IFRS") and
derived from the respective financial statements of companies historically consolidated by Suez SA.
The consolidated financial statements of the Issuer and the Group for the year ended 31 December
2008 have been prepared in accordance with IFRS.
In connection with the issue and distribution of any Tranche (as defined in "General Description of
the Programme") of Notes, the Dealer or the Dealers (if any) named as the stabilising manager(s) (the
"Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the
European Economic and Monetary Union which was introduced on 1 January 1999, references to "£",
"pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom,
references to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of
America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan
and references to "CHF" and "Swiss francs" are to the lawful currency of Switzerland.
3

FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain statements that are forward-looking including statements with respect
to the Issuer's business strategies, expansion and growth of operations, trends in its business, competitive
advantage, and technological and regulatory changes, information on exchange rate risk and generally
includes all statements preceded by, followed by or that include the words "believe", "expect", "project",
"anticipate", "seek", "estimate" or similar expressions. Such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, and actual results may differ materially from those
in the forward-looking statements as a result of various factors. Potential investors are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date hereof.
4

TABLE OF CONTENTS
Section
Page
Risk Factors..................................................................................................................................................6
Persons Responsible for the Information Given in the Base Prospectus .......................................................28
General Description of the Programme .......................................................................................................29
Documents on Display................................................................................................................................36
Documents Incorporated by Reference........................................................................................................38
Information Incorporated by Reference in Respect of Suez Environnement Company .................................39
Supplement to the Base Prospectus .............................................................................................................43
Terms and Conditions of the Notes .............................................................................................................44
Temporary Global Certificates Issued in Respect of Materialised Bearer Notes ..........................................78
Use of Proceeds ..........................................................................................................................................79
Description of the Issuer .............................................................................................................................80
Recent Developments .................................................................................................................................87
Taxation .....................................................................................................................................................95
Subscription and Sale .................................................................................................................................98
Form of Final Terms................................................................................................................................. 101
General Information ................................................................................................................................. 118
5

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts
on or in connection with any Notes may occur for other reasons and the Issuer do not represent that the
statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also
read the detailed information set out elsewhere in this Base Prospectus (including any documents
incorporated by reference herein) and the Final Terms of the relevant Notes and reach their own views prior
to making any investment decision.
For the purpose of this section headed "Risk factors", the "Group" is defined as the Issuer and its
subsidiaries.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
(A)
Risk Factors relating to the Notes
The following paragraphs describe some of the risk factors that are material to the Notes to be
offered and/or admitted to trading in order to assess the market risk associated with these Notes.
They do not describe all the risks of an investment in the Notes. Prospective investors should consult
their own financial and legal advisers about risks associated with investment in a particular Series of
Notes and the suitability of investing in the Notes in light of their particular circumstances. These
risk factors may be completed in the Final Terms of the relevant Notes for a particular issue of
Notes.
Terms defined herein shall have the same meaning as in the Terms and Conditions of the Notes.
1.
General Risks relating to the Notes
Independent Review and Advice
Each prospective investor in the 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 or the Dealer(s) or any of their respective 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.
6

Potential Conflicts of Interest
Each of the Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in
any kind of commercial or investment banking or other business with any issuer of the securities
taken up in an index, their respective affiliates or any guarantor or any other person or entities
having obligations relating to any issuer of the securities taken up in an index or their respective
affiliates or any guarantor in the same manner as if any index-linked Notes issued under the
Programme did not exist, regardless of whether any such action might have an adverse effect on an
issuer of the securities taken up in the index, any of their respective affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related
derivatives which may affect the market price, liquidity or value of the Notes and which could be
deemed to be adverse to the interests of the Noteholders.
Potential conflicts of interest may arise between the Calculation Agent, if any, for a Tranche of
Notes and the Noteholders, including with respect to certain discretionary determinations and
judgments that such Calculation Agent may make pursuant to the Terms and Conditions of the Notes
that may influence the amount receivable upon redemption of the Notes.
Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility
for the lawfulness of the acquisition of the Notes by a prospective investor in the Notes, whether
under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if
different), or for compliance by that prospective investor with any law, regulation or regulatory
policy applicable to it.
Modification, waivers and substitution
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to
consider matters affecting their interests generally. These provisions permit defined majorities to
bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and
Noteholders who voted in a manner contrary to the majority.
Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and practices of the country
where the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of
the tax authorities or court decisions may be available for financial instruments such as the Notes.
Potential investors cannot rely upon the tax summary contained in this Base Prospectus and/or in the
Final Terms but should ask for their own tax adviser's advice on their individual taxation with
respect to the acquisition, holding, sale and redemption of the Notes. Only these advisers are in a
position to duly consider the specific situation of the potential investor. This investment
consideration has to be read in connection with the taxation sections of this Base Prospectus and the
additional tax sections, if any, contained in the relevant Final Terms.
7

EU Savings Directive
On 3 June 2003, the European Council of Economics and Finance Ministers adopted a directive
2003/48/EC on the taxation of savings income under the form of interest payments (the "Directive").
The Directive requires Member States, to provide to the tax authorities of other Member States
details of payments of interest and other similar income made by a paying agent located within its
jurisdiction to an individual resident in that other Member State, except that, for a transitional period,
Belgium, Luxembourg and Austria will instead withhold an amount on interest payments unless the
relevant beneficial owner elects otherwise and authorises the paying agent to disclose the above
information (see "Taxation EU Taxation").
Pursuant to the Terms and Conditions of the Notes, if a payment were to be made or collected
through a Member State which has opted for a withholding system under the Directive and an
amount of, or in respect of, tax is withheld from that payment, neither the Issuer nor any Paying
Agent nor any other person would be obliged to pay additional amounts with respect to any Note, as
a result of the imposition of such withholding tax. If a withholding tax is imposed on a payment
made by a Paying Agent, the Issuer will be required to maintain a Paying Agent in a Member State
that will not be obliged to withhold or deduct tax pursuant to the Directive.
Change of Law
The Terms and Conditions of the Notes are based on French laws in effect as at the date of this Base
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
French laws or administrative practice after the date of this Base Prospectus.
French Insolvency Law
Under French insolvency law as amended by ordinance n°2008-1345 dated 18 December 2008
which came into force on 15 February 2009, holders of debt securities are automatically grouped into
a single assembly of holders (the "Assembly") in case of the opening in France of a preservation
(procédure de sauvegarde) or a judicial reorganisation procedure (procédure de redressement
judiciaire) of the Issuer, in order to defend their common interests.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes),
whether or not under a debt issuance programme (such as a Euro Medium Term Notes programme)
and regardless of their governing law.
The Assembly deliberates on the draft safeguard (projet de plan de sauvegarde) or judicial
reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree
to:
- increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling and/or writing-off debts;
- establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
- decide to convert debt securities (including the Notes) into shares.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the
debt securities held by the holders attending such Assembly or represented thereat). No quorum is
required on convocation of the Assembly.
8

For the avoidance of doubt, the provisions relating to the Representation of the Noteholders
described in the Terms and Conditions of the Notes set out in this Base Prospectus and, if applicable,
the applicable Final Terms will not be applicable in these circumstances.
Liquidity Risks/Trading Market for the Notes
The Notes may not have an established trading market when issued. There can be no assurance of a
secondary market for the Notes or the continued liquidity of such market if one develops.
The development or continued liquidity of any secondary market for the Notes will be affected by a
number of factors such as general economic conditions, the financial condition, the creditworthiness
of the Issuer and/or the Group, and the value of any applicable reference rate, as well as other factors
such as the complexity and volatility of the reference rate, the method of calculating the return to be
paid in respect of such Notes, the time remaining to the maturity of the Notes, the outstanding
amount of the Notes, any redemption features of the Notes, the performance of other instruments
(e.g., commodities or securities) linked to the reference rates and the level, direction and volatility of
interest rates generally. Such factors also will affect the market value of the Notes. In addition,
certain Notes may be designed for specific investment objectives or strategies and therefore may
have a more limited secondary market and experience more price volatility than conventional debt
securities.
Investors may not be able to sell Notes readily or at prices that will enable investors to realise their
anticipated yield. No investor should purchase Notes unless the investor understands and is able to
bear the risk that certain Notes will not be readily sellable, that the value of Notes will fluctuate over
time and that such fluctuations will be significant.
Exchange Rate Risks and Exchange Controls
The principal of, or any return on, Notes may be payable in, or determined by reference or indexed
to, one or more specified currencies (including exchange rates and swap indices between currencies
or currency units). For investors whose financial activities are denominated principally in a currency
or currency unit (the "Investor's Currency") other than the specified currency in which the related
Notes are denominated, or where principal or return in respect of Notes is payable by reference to the
value of one or more specified currencies other than by reference solely to the Investor's Currency,
an investment in such Notes entails significant risks that are not associated with a similar investment
in a debt security denominated and payable in such Investor's Currency. Such risks include, without
limitation, the possibility of significant fluctuations in the rate of exchange between the applicable
specified currency and the Investor's Currency and the possibility of the imposition or modification
of exchange controls by authorities with jurisdiction over such specified currency or the Investor's
Currency. Such risks generally depend on a number of factors, including financial, economic and
political events over which the Issuer has no control.
Appreciation in the value of the Investor's Currency relative to the value of the applicable specified
currency would result in a decrease in the Investor's Currency-equivalent yield on a Note
denominated, or the principal of or return on which is payable, in such specified currency, in the
Investor's Currency-equivalent value of the principal of such Note payable at maturity (if any) and
generally in the Investor's Currency-equivalent market value of such Note. In addition, depending on
the specific terms of a Note denominated in, or the payment of which is determined by reference to
the value of, one or more specified currencies (other than solely the Investor's Currency), indices
(including exchange rates and swap indices between currencies or currency units) or formulas,
fluctuations in exchange rates relating to any of the currencies or currency units involved could
result in a decrease in the effective yield on such Note and, in certain circumstances, could result in a
loss of all or a substantial portion of the principal of such Note to the investor.
9

Government and monetary authorities have imposed from time to time, and may in the future
impose, exchange controls that could affect exchange rates, as well as the availability, of the
specified currency in which a Note is payable at the time of payment of the principal or return in
respect of such Note.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings
may not reflect the potential impact of all risks related to structure, market, additional factors
discussed in this section, and other factors that may affect the value of the Notes. A credit rating is
not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating
agency at any time.
Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and/or that of the
Group and a number of additional factors, including the value of the reference assets or an index,
including, but not limited to, the volatility of the reference assets or an index, or the dividend on the
securities taken up in the index, market interest and yield rates and the time remaining to the
maturity date.
The value of the Notes, the reference assets or the index depends on a number of interrelated factors,
including economic, financial and political events in France or elsewhere, including factors affecting
capital markets generally and the stock exchanges on which the Notes, the reference assets, the
securities taken up in the index, or the index are traded. The price at which a Noteholder will be able
to sell the Notes prior to maturity may be at a discount, which could be substantial, from the issue
price or the purchase price paid by such purchaser. The historical market prices of the reference
assets or an index should not be taken as an indication of the reference assets' or an index's future
performance during the term of any Note.
2.
Risks related to the structure of a particular issue of Notes
The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes
may carry varying risks for potential investors depending on the specific features of such Notes such
as, inter alia, the provisions for computation of periodic interest payments, if any, redemption and
issue price.
Optional Redemption
Any optional redemption feature where the Issuer is given the right to redeem the Notes early might
negatively affect the market value of such Notes. During any period when the Issuer may elect to
redeem Notes, the market value of those Notes generally will not rise substantially above the price at
which they can be redeemed. This also may be true prior to any redemption period. Furthermore,
since the Issuer may be expected to redeem the Notes when prevailing interest rates are relatively
low, an investor might not be able to reinvest the redemption proceeds at an effective interest rate as
high as the return that would have been received on such Notes had they not been redeemed.
Exercise of the Put Option in case of Change of Control in respect of certain Notes may affect the
liquidity of the Notes of the same Series in respect of which such option is not exercised
Depending on the number of Notes of the same Series in respect of which the Put Option in case of
Change of Control provided in the relevant Final Terms is exercised, any trading market in respect of
those Notes in respect of which such option is not exercised may become illiquid.
10