Obligation Groupama Assurances 7.875% ( FR0010815464 ) en EUR

Groupama Assurances

100 % ▼

France

FR0010815464 ( en EUR )

7.875% par an ( paiement annuel )

27/10/2039 - Obligation échue

Prospectus brochure de l'obligation Groupama SA FR0010815464 en EUR 7.875%, échue

50 000 EUR

500 000 000 EUR

Groupama SA est une société d'assurance mutuelle française opérant dans l'assurance dommages, l'assurance vie et la gestion d'actifs, présente en France et à l'international.

L'Obligation émise par Groupama Assurances ( France ) , en EUR, avec le code ISIN FR0010815464, paye un coupon de 7.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/10/2039

PROSPECTUS DATED 23 OCTOBER 2009
GROUPAMA SA
750,000,000
FIXED TO FLOATING RATE SENIOR SUBORDINATED NOTES DUE 2039
Issue Price: 100.00 per cent.
The 750,000,000 fixed to floating rate Senior Subordinated Notes due 2039 (the Notes) of Groupama SA (the Issuer) will be issued outside
the Republic of France on 27 October 2009.
Each Note will bear interest on its principal amount at a fixed rate of 7.875 per cent. per annum from (and including) 27 October 2009 (the
Issue Date) to (but excluding) 27 October 2019 (the Fixed Rate Period), payable annually in arrear on 27 October in each year,
commencing on 27 October 2010 and thereafter (the Floating Rate Period) at a floating rate calculated on the basis of 3-month Euribor plus
a margin 5.36 per cent. per annum payable quarterly in arrear on 27 January, 27 April, 27 July, and 27 October (subject to adjustment as
provided in Condition 3(a)(2)) in each year, commencing on 27 January 2020, as set out in "Terms and Conditions of the Notes -- Interest".
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on the Interest Payment Date
falling on, or nearest to, 27 October 2039 (the Maturity Date). The Issuer shall have the right (subject to the prior approval of the Relevant
Supervisory Authority) to redeem the Notes, in whole but not in part, on 27 October 2019 (the First Call Date) and on any Interest Payment
Date thereafter as further specified in "Terms and Conditions of the Notes -- Redemption and Purchase". In addition, the Issuer may, and, in
certain circumtances shall (subject to the prior approval of the Relevant Supervisory Authority) redeem the Notes at any time for taxation
reasons, for regulatory reasons or following a Rating Event, as set out in "Terms and Conditions of the Notes -- Redemption and Purchase".
The obligations of the Issuer in respect of principal and interest payable under the Notes constitute direct, unsecured and Senior Subordinated
Obligations of the Issuer and shall at all times rank pari passu among themselves and pari passu with all other present or future direct,
unsecured and Senior Subordinated Obligations of the Issuer but shall rank in priority to any present and future prêts participatifs granted to,
any titres participatifs issued by, the Issuer and any Deeply Subordinated Obligations of the Issuer, as further described in "Terms and
Conditions of the Notes - Status".
Payment of interest on the Notes may, in certain circumstances, be deferred, as set out in "Terms and Conditions of the Notes --
Interest -- Interest Deferral".
Payments in respect of the Notes will be made without deduction for, or on account of, French taxes to the extent set out in "Terms and
Conditions of the Notes -- Taxation".
Application has been made for the Notes to be admitted to trading on Euronext Paris as of the Issue Date.
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, Société Anonyme and Euroclear Bank SA/N.V.
The Notes will, upon issue, be inscribed in the books of Euroclear France who shall credit the accounts of the Account Holders (as defined
herein). The Notes will be issued in dematerialised bearer form in the denomination of 50,000 each and will at all times, in compliance with
Article L. 211-3 of the French Code monétaire et financier, be represented in book-entry form (inscription en compte) in the books of the
Account Holders, as set out in "Terms and Conditions of the Notes -- Form, Denomination and Title".
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 "BBB+" by Standard & Poor's Ratings Services (S&P). The Issuer's senior long term counterparty
credit and insurer financial strength are currently rated "A" (negative outlook) by S&P. 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 this rating agency. A revision, suspension,
reduction or withdrawal of the rating may adversely affect the market price of the Notes.
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.
Joint Lead Managers
DEUTSCHE BANK
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
THE ROYAL BANK OF SCOTLAND

This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 5.3 of Directive 2003/71/EC.
This Prospectus is to be read in conjunction with any document and/or information which is incorporated herein by
reference (see "Documents Incorporated by Reference" below).
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in
this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information; The Issuer confirms that the opinions and intentions expressed in this Prospectus with regard to the
Issuer and the Group (as defined below) are honestly held, have been reached after considering all relevant
circumstances and are based on reasonable assumptions; that there are no other facts or matters in relation to the
Issuer, the Group (as defined below) or the Notes the omission of which would make any information or statement
in this Prospectus misleading in any material respect. Certain information contained in this Prospectus 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 Groupama SA. References to the Group are to the Combined Regulatory
Group (as defined in Condition 3(h)(2) of "Terms and Conditions of the Notes" below and as more fully described
in "Description of Groupama SA and Groupama Group".
The Joint Lead Managers (as defined in "Subscription and Sale" below) 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 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 in this Prospectus or any other information provided by the Issuer in connection with the issue and sale
of the Notes.
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 or not consistent with this
Prospectus and if given or made, such information or representation must not be relied upon as having been
authorised by 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 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 financial information of the Issuer and the Group 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 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 (a) the Issuer, its business, its financial condition and affairs and (b) the terms of the
offering, 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. Potential investors should, in particular, read carefully the
section entitled "Risk Factors" set out below before making a decision to invest in the Notes.
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This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the
Joint Lead Managers to subscribe or purchase, any of the Notes. The distribution of this Prospectus and the
offering of the Notes in certain jurisdictions, including the United States, the United Kingdom, France and other
Member States of the European Economic Area, may be restricted by law. Persons into whose possession this
Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers and sales of Notes and distribution
of this Prospectus, see "Subscription and Sale" below.
No person is authorised 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. The delivery of this Prospectus at any time does not imply that
the information contained in it is correct as at any time subsequent to its date.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) and, subject to certain exceptions, may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation
S)).
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.
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FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference herein are forward-looking statements including, but not
limited to, statements that are predictions of or indicate future events, trends, plans or objectives, based on certain
assumptions and include any statement that does not directly relate to a historical fact or current fact. The Issuer
and the Group may also make forward-looking statements in its audited annual financial statements, in its interim
financial statements, in its prospectuses, in press releases and other written materials and in oral statements made
by its officers, directors or employees to third parties. Forward-looking statements are typically identified by words
or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect",
"foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional verbs
such as, without limitation, "will", "should", "would" and "could." Undue reliance should not be placed on such
statements, because, by their nature, they are subject to known and unknown risks, uncertainties, and other factors.
Please refer to the section entitled "Risk Factors" below.
The Issuer operates in a continually changing environment and new risks emerge continually. Forward-looking
statements speak only as of the date they are made and the Issuer does not undertake any obligation to update or
revise any of these forward-looking statements, to reflect new information, future events or circumstances or
otherwise.
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TABLE OF CONTENTS
Title
Page
Risk Factors...........................................................................................................................................6
Documents Incorporated by Reference .................................................................................................13
Cross-Reference List............................................................................................................................15
Summary of the Terms and Conditions of the Notes .............................................................................22
Terms and Conditions of the Notes.......................................................................................................28
Use of the Proceeds..............................................................................................................................42
Description of Groupama SA and Groupama Group .............................................................................43
Recent Developments...........................................................................................................................44
Taxation...............................................................................................................................................48
Financial Information...........................................................................................................................50
Subscription and Sale...........................................................................................................................51
General Information.............................................................................................................................54
Visa of the Autorité des Marchés Financiers.........................................................................................56
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RISK FACTORS
The following is a summary of certain aspects of the offering of the Notes of which prospective investors should be
aware. Prior to making an investment decision, prospective investors should consider carefully all of the
information set out in this Prospectus, including in particular the risk factors detailed below. This summary is not
intended to be exhaustive and prospective investors should make their own independent evaluations of all
investment considerations and should also read the detailed information set out elsewhere in this Prospectus.
Terms defined in the "Terms and Conditions of the Notes" shall have the same meaning where used below.
1. Risk factors relating to the Notes
Independent Review and Advice
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 or
the Joint Lead Managers 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.
The Notes are Senior Subordinated Notes
The obligations of the Issuer in respect of principal and interest under the Notes, constitute direct, unsecured and,
to the extent referred to in the following paragraph, Senior Subordinated Obligations of the Issuer and shall at all
times rank pari passu among themselves and pari passu with all other present or future direct, unsecured, Senior
Subordinated Obligations of the Issuer but shall rank in priority to any present and future prêts participatifs granted
to, any titres participatifs issued by, the Issuer and any Deeply Subordinated Obligations of the Issuer.
If any judgement is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) or,
following an order of judicial reorganisation (redressement judiciaire), the sale of the whole business (cession
totale de l'entreprise) of the Issuer, or if the Issuer is liquidated for any reason (other than in the circumstances
referred to in the exception set out in Condition 5(f)), the amounts payable to the Noteholders in respect of
principal and interest (including Arrears of Interest) shall be subordinated to the payment in full of all other
creditors of the Issuer (including, for the avoidance of doubt, insurance companies and entities referred to in article
R. 322-132 of the French Code des Assurances (Insurance Code) reinsured by the Issuer and holders of insurance
policies issued by such entities) whose claims are not for any reason subordinated in any manner provided that,
subject to such payment in full, the Noteholders will be paid in priority to lenders of any prêts participatifs granted
to, and holders of titres participatifs issued by, the Issuer and in priority to holders of any Deeply Subordinated
Obligations of the Issuer.
Interest deferral
For so long as the compulsory interest provisions (set out in Condition 3(h)(3)) do not apply, the Issuer may elect
to defer the payment of all (but not some only) of the interest falling due under the Notes on any Optional Interest
Payment Date. Any interest in respect of the Notes not paid on an Optional Interest Payment Date shall constitute
Arrears of Interest and shall be due and payable as outlined in Condition 3(h). Arrears of Interest shall not
themselves bear interest.
No Limitation on Issuing or Guaranteeing Debt Ranking Senior or Pari Passu with the Notes or to pledge its
assets
There is no restriction on the amount of debt which the Issuer may issue or guarantee. The Issuer and its
subsidiaries and affiliates may incur additional indebtedness or grant guarantees in respect of indebtedness of third
parties, including indebtedness or guarantees that rank pari passu or senior to the obligations of the Issuer under or
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in connection with the Notes. If the Issuer's financial condition were to deteriorate, the Noteholders could suffer
direct and materially adverse consequences including, if the Issuer were liquidated (whether voluntarily or
involuntarily), loss by Noteholders of their entire investment. In addition, the Notes do not contain any "negative
pledge" or similar clause, meaning that the Issuer and its subsidiaries and affiliates may pledge its or their assets to
secure other obligations without granting similar security in respect of the Notes.
Redemption Risk
Subject to the prior approval of the Relevant Supervisory Authority, the Notes may be redeemed in whole (but not
in part), at the option of the Issuer, (i) on 27 October 2019 and on any Interest Payment Date thereafter (as set out
in Condition 5(c)) or (ii) at any time for certain taxation or regulatory reasons (as set out in Conditions 5(d) and
(e)). In addition, the Notes shall in certain circumstances become immediately due and payable (as set out in
Condition 5(f)).
There can be no assurance that, at the relevant time, Noteholders will be able to reinvest the amounts received upon
redemption at a rate that will provide the same return as their investment in the Notes.
Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional
factors, including market interest and yield rates.
The value of the Notes 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 are listed. The price at which a holder of Notes will be able to sell the Notes may be at a discount,
which could be substantial, from the issue price or the purchase price paid by such purchaser.
No prior market for the Notes
There is currently no existing market for the Notes, and there can be no assurance that any market will develop for
the Notes or that Noteholders will be able to sell their Notes in the secondary market. There is no obligation to
make a market in the Notes. Application has been made for the Notes to be admitted to trading on Euronext Paris.
Interest rate risk during the Fixed Rate Period
The Notes bearing interest at a fixed rate during the Fixed Rate Period, investment in such Notes involves the risk
that subsequent changes in market interest rates may adversely affect the value of the Notes.
Interest rate risk during the Floating Rate Period
Interest on the Notes for each Floating Rate Period shall be calculated on the basis of 3-month Euribor. This rate is
a floating rate and as such is not pre-defined for the lifespan of the Notes; conversely a floating rate allows
investors to follow market changes with an instrument reflecting changes in the levels of yields. Higher rates mean
a higher interest and lower rates mean a lower interest.
There can be no assurance that Noteholders will be able to reinvest the amounts received upon redemption
at a rate that will provide the same return as their investment in the Notes.
The Notes are dated obligations in respect of which there is a fixed redemption date. Nevertheless, the Notes may
be redeemed at the option of the Issuer, in whole but not in part, on the First Call Date and on any Interest Payment
Date thereafter and on any Interest Payment Date for certain tax or regulatory reasons. See "Terms and Conditions
of the Notes Redemption and Purchase". In certain circumstances for taxation reasons (see "Terms and
Conditions of the Notes Redemption and Purchase"), the Issuer will be required to redeem the Notes in whole
(but not in part). In each case, early redemption of the Notes is subject to the prior approval of the Relevant
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Supervisory Authority. There can be no assurance that, at the relevant time, Noteholders will be able to reinvest the
amounts received upon redemption at a rate that will provide the same return as their investment in the Notes.
There are no events of default under the Notes
The Conditions of the Notes do not provide for events of default (except in case of liquidation of the Issuer)
allowing acceleration of the Notes if certain events occur. Accordingly, if the Issuer fails to meet any obligations
under the Notes, including the payment of any interest, investors will not have the right of acceleration of principal.
Upon a payment default, the sole remedy available to Noteholders for recovery of amounts owing in respect of any
payment of principal or interest on the Notes will be the institution of proceedings to enforce such payment.
Notwithstanding the foregoing, the Issuer will not, by virtue of the institution of any such proceedings, be obliged
to pay any sum or sums sooner than the same would otherwise have been payable by it.
A Noteholder's effective yield on the Notes may be diminished by the tax impact on that Noteholder of its
investment in the Notes
Payments of interest on the Notes, or profits realised by the Noteholder upon the sale or repayment of the Notes,
may be subject to taxation in its home jurisdiction or in other jurisdiction in which it is required to pay taxes. The
tax impact on Noteholders generally in France and as a result of the entry into force of the EU Directive
2003/48/EC on the taxation of savings income is described under the section entitled "Taxation" below; however,
the tax impact on an individual Noteholder may differ from the situation described for Noteholders generally. The
Issuer advises all investors to contact their own tax advisers for advice on the tax impact of an investment in the
Notes.
Interest payments in respect of the Notes may be subject to the EU Directive on the Taxation of Savings
Income
Under EC Council Directive 2003/48/EC on the taxation of savings income (the EU Savings Directive), Member
States are required to provide to the tax authorities of another Member State details of payments of interest (or
similar income) paid by a person within its jurisdiction to an individual resident in that other Member State.
However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during that
period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such
transitional period being dependent upon the conclusion of certain other agreements relating to information
exchange with certain other countries). A number of non-EU countries and territories including Switzerland have
adopted similar measures (a withholding system in the case of Switzerland).
If a payment were to be made or collected through a Member State which has opted for a withholding system and
an amount of, or in respect of, tax were to be 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. The Issuer is required to maintain, to the extent possible, a Paying Agent in a
Member State that is not obliged to withhold or deduct tax pursuant to the Directive.
On 15 September 2008, the European Commission issued a report to the Council of the European Union on the
operation of the Savings Directive, which included the European Commission's advice on the need for changes to
the Savings Directive. On 13 November 2008, the European Commission published a more detailed proposal for
amendments to the Savings Directive, which included a number of suggested changes. If any of those proposed
changes are made in relation to the Savings Directive, they may amend or broaden the scope of the requirements
described above.
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
8

decisions may be available for innovative financial notes such as the Notes. The tax impact on an individual
noteholder may differ from the situation described for Noteholders generally. Potential investors are advised not to
rely upon the tax summary contained in this Prospectus but to ask for their own tax adviser's advice on their
individual taxation with respect to the acquisition, 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 Prospectus.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and
to what extent (1) the Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.
Any decline in the credit ratings of the Issuer or the Notes may affect the market value of the Notes and
changes in rating methodologies may lead to the early redemption of the Notes
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 above, 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.
In addition, the rating agencies may change their methodologies for rating securities with features similar to the
Notes in the future. This may include the relationship between ratings assigned to an issuer's senior securities and
ratings assigned to securities with features similar to the Notes, sometimes called "notching". If the rating agencies
were to change their practices for rating such securities in the future and the ratings of the Notes were to be
subsequently lowered, this may have a negative impact on the trading price of the Notes.
If, as a consequence of a change in the rating methodology or interpretation of such methodology, the capital
treatment of the Notes becomes, in the reasonable opinion of the Issuer materially unfavourable to the Issuer, the
Issuer may redeem all but not some only of the Notes, subject to prior approval of the Relevant Supervisory
Authority.
French Insolvency Law
Holders of Notes will be grouped automatically for the defence of their common interests in a Masse, as defined in
Condition 9(a).
However, 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 safeguard (procédure de sauvegarde) or a judicial
reorganisation proceedings (procédure de redressement judiciaire) relating to 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 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;
9

-
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 for the convocation of
the Assembly.
For the avoidance of doubt, the provisions relating to the representation of the Noteholders described in Condition
9 will not be applicable in these circumstances.
No legal and tax advice
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an investment in
the Notes.
2. Risk factors relating to the Issuer
The following is an overview of the risk factors relating to the Issuer which are set out in detail in the Issuer's 2008
Reference Document and 2008 Combined Accounts as defined in "Documents Incorporated by Reference" below.
Risks relating to the financial markets
A decline or increased volatility in the financial markets may adversely affect the business and profitability
of Groupama SA.
Fluctuations in the financial markets (in particular stock and bonds markets) may adversely affect sales of
Groupama SA's individual provident, retirement, life insurance products, and asset management services. In
addition, the ability of Groupama SA to make a profit on insurance and investment products that it offers depends
in part on the returns on investments supporting its obligations under these products and the value of specific
investments may fluctuate substantially depending on financial market conditions. For example, a decline in stock
prices would have a direct impact on unrealised capital gains relating to shares held in Groupama SA's securities
portfolios.
The financial crisis which started in the second half of 2007 has increased in 2008 and is still ongoing. A wide
variety of factors including concerns over the solvency of financial institutions and other companies, future
inflation, energy costs and availability and cost of credit may adversely impact the financial strength of Groupama
SA.
Interest rate volatility may adversely affect the profitability of Groupama SA.
During periods of declining interest rates, financial margins may be reduced if the profitability of new assets is not
sufficient to serve the yields guaranteed under life insurance products.
During a low interest rate period net profits may be lower because the interest earnings on fixed income
investments will likely have declined in parallel with market interest rates. Consequently, Groupama SA may be
required to reinvest any amount that it holds in securities bearing lower interest rates. Accordingly, during periods
of declining interest rates, the profitability of Groupama SA may suffer as the result of a decrease in the spread
between interest rates credited to policyholders and returns on Groupama SA's investment portfolio.
Conversely, in periods of increasing interest rates, the value of bonds portfolios decreases, which may have an
adverse effect on the solvency margin and may increase the volume of certain contracts to be repurchased.
Surrender of life insurance policies and fixed annuity contracts may increase as policyholders choose to forego
insurance protection and seek higher investment returns. Obtaining cash to satisfy these obligations may require
Groupama SA to liquidate fixed maturity investments at a time when market prices for those assets are depressed
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