Obligation CADESIA 4.52% ( FR0011271527 ) en NOK

CADESIA

100 % ⇌

France

FR0011271527 ( en NOK )

4.52% par an ( paiement annuel )

21/12/2025 - Obligation échue

Prospectus brochure de l'obligation CADES FR0011271527 en NOK 4.52%, échue

1 000 000 NOK

1 000 000 000 NOK

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

L'Obligation émise par CADESIA ( France ) , en NOK, avec le code ISIN FR0011271527, paye un coupon de 4.52% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/12/2025

BASE PROSPECTUS
31 May 2012

CAISSE D'AMORTISSEMENT DE LA DETTE SOCIALE
Établissement public national administratif (French national public entity)
(Established in Paris, France)
EURO 130,000,000,000
DEBT ISSUANCE PROGRAMME
Under the Debt Issuance Programme (the "Programme"), described in this base prospectus (the "Base
Prospectus"), Caisse d'Amortissement de la Dette Sociale (the "Issuer" or "CADES"), subject to compliance with
all relevant laws, regulations and directives, may from time to time issue debt instruments (the "Notes"). The
aggregate nominal amount of Notes outstanding will not at any time exceed euro 130,000,000,000 (or the
equivalent in other currencies) unless the amount of the Programme is increased following the date hereof.
Notes issued under the Programme may be admitted to trading on and/or quotation by such stock exchanges, listing
authorities and/or quotation systems as may be agreed between the Issuer and the relevant Dealer(s), or may be
unlisted, in each case as specified in the relevant Final Terms. This Base Prospectus has been submitted to the
Autorité des Marchés Financiers (the "AMF") and has received from AMF visa n°12-237 on 31 May 2012.
Notes shall be governed by French law and may be issued either in dematerialised form ("Dematerialised Notes")
or in materialised form ("Materialised Notes") as more fully described herein. Dematerialised Notes will at all
times be in book entry form in compliance with Article L.211-3 of the French Code monétaire et financier. No
physical document of title will be issued in respect of the Dematerialised Notes.
The Issuer has been assigned a rating of Aaa and P-1 by Moody's Investors Service, AA+ and A-1+ by Standard
& Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. and AAA and F1+ by Fitch
Ratings, in respect of its long-term and short-term debt, respectively. Tranches of Notes (as defined in "Summary
of the Programme") issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the ratings assigned to the Notes. Whether or not each credit rating
applied for in relation to a relevant Series of Notes will be issued by a credit rating agency established in the
European Union and registered under Regulation (EU) No 1060/2009 as amended by Regulation (EU) No
513/2011 (the "CRA Regulation") will be disclosed in the Final Terms. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency. Furthermore, the Issuer may at any time reduce the number of rating agencies from which
it requests ratings.
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer
and the relevant Dealer based on their prevailing market conditions at the time of the issue of such Notes and will
be set out in the relevant Final Terms. Notes will be in such denomination(s) as may be specified in the relevant
Final Terms, save that the minimum denomination of each Note listed and admitted to trading on a Regulated
Market or offered to the public in a Member State of the European Economic Area ("EEA") in circumstances
which require the publication of a prospectus under the Prospectus Directive will be 1,000 and, if the Notes are
denominated in a currency other than euro, the equivalent amount in such currency at the issue date, or such higher
amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant specified currency.
This Base Prospectus and the Final Terms related to Notes offered to the public and/or listed and admitted to
trading on Euronext Paris S.A. will be published on the websites of the AMF (www.amf-france.org), and the
Issuer (www.cades.fr).

This Base Prospectus (together with any Supplements hereto (each a "Supplement" and together the "Supplements")
comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and for the
purpose of giving information with regard to CADES and the Notes which, according to the particular nature of the Issuer
and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer.
The Issuer having taken all reasonable care to ensure that such is the case, confirms that the information contained in this
Base Prospectus with respect to it and the Notes in the context of the issue and offering of such Notes, is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer accepts
responsibility for the information contained in this Base Prospectus accordingly.
No person has been authorised to give any information or to make any representation other than those contained in this
Base Prospectus in connection with the issue or offering of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in
"Summary of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has
been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arrangers
to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and the Notes may include Materialised Notes in bearer form that are
subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of
Materialised Notes in bearer form, delivered within the United States. For a description of certain restrictions on offers
and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
The Notes have not been registered under the U.S. Securities Act of 1933 or under any other applicable securities laws
and may include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Therefore, the Notes
may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless the
offer or sale would qualify for registration exemption from the U.S. Securities Act of 1933 and the securities laws of any
other applicable jurisdiction. Accordingly, the Notes may only be offered outside the United States in reliance on
Regulation S under the U.S. Securities Act of 1933. Prospective purchasers are hereby notified that the seller of the
Notes will be relying on the exemptions from provisions of Section 5 of the U.S. Securities Act of 1933 provided by
Regulation S.
This Base Prospectus is being provided for informational use in connection with consideration of a purchase of the Notes
to qualified purchasers in offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S.
Securities Act. Its use for any other purpose is not authorised. In the United States this Base Prospectus is confidential,
and may not be distributed or copies made of it without the Issuer's prior written consent other than to people whom
investors may have retained to advise them in connection with any offering.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other securities commission, governmental
agency or regulatory authority, has approved or disapproved of the Notes or determined if this Base Prospectus is truthful
or complete. Any representation to the contrary is a criminal offence
Neither this Base Prospectus nor any Final Terms constitute, and neither this Base Prospectus nor any Final Terms may be
used for the purposes of, an offer, invitation or solicitation by anyone in any jurisdiction or in any circumstances in which
such offer, invitation or solicitation is not authorised or to any person to whom it is unlawful to make such offer,
invitation or solicitation and no action is being taken to permit an offering of the Notes or the distribution of this Base
Prospectus or any Final Terms in any jurisdiction where such action is required.

- 2 -

No Dealer has separately verified the information contained in this Base Prospectus. No Dealer makes any representation,
express or implied, or accepts any responsibility or liability, with respect to the accuracy or completeness at any time of
any of the information in this Base Prospectus or any Final Terms. Neither this Base Prospectus nor any Final Terms nor
any other financial statements are intended to provide the basis of any credit or other evaluation and neither this Base
Prospectus, nor any Final Terms nor any other financial statements should be considered as a recommendation by the
Issuer or any Dealer that any recipient of this Base Prospectus and/or any Final Terms and/or any such other financial
statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and/or any Final Terms and its purchase of Notes should be based upon
such investigation, as it deems necessary. No Dealer undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of any Dealer.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State")), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In connection with the issue of any Tranche, and unless otherwise agreed between the Issuer and the Relevant Dealer(s),
the Relevant Dealer or, in the case of a Syndicated Issue, the Lead Manager shall act as a stabilising manager (the
"Stabilising Manager"); provided that a different Stabilising Manager may not act upon the issue of a further Tranche of
an existing Series until all previous stabilisation activity in respect of that Series has terminated. The Stabilising Manager
may, to the extent permitted by applicable laws and directives, over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail, but in doing so the
Stabilising Manager shall not act as agent of the Issuer and any loss resulting from over-allotment and stabilisation shall be
borne, and any profit arising from them shall be beneficially retained, by the Stabilising Manager or, as the case may be,
the Relevant Dealers in the manner agreed between them. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the relevant Tranche is made and, if begun, may be ended at
any time, but it must end no later than the earlier of (i) 30 days after the issue date of the relevant Tranche and (ii) 60
days after the date of the allotment of the relevant Tranche. Such stabilisation shall be carried out in accordance with
applicable laws and regulations and the Issuer shall not be liable in respect thereof.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "U.S.$", "USD" and
"U.S. dollars" are to the currency of the United States of America, and references to "euro", "EUR" or "" are to the
single currency of the participating Member States of the European Union.

- 3 -

TABLE OF CONTENTS
SUMMARY (ENGLISH VERSION) ...................................................................................................... 5
TRADUCTION EN FRANCAIS DU RÉSUMÉ ....................................................................................... 12
RISK FACTORS ............................................................................................................................. 19
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................ 26
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 32
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES ......................... 50
USE OF PROCEEDS ........................................................................................................................ 51
DESCRIPTION OF ISSUER ............................................................................................................... 52
ANNUAL STATEMENTS 2010 .......................................................................................................... 69
ANNUAL STATEMENTS 2011 ........................................................................................................ 119
SUBSCRIPTION AND SALE ........................................................................................................... 170
PRO FORMA FINAL TERMS .......................................................................................................... 174
GENERAL INFORMATION ............................................................................................................ 201
RESPONSIBILITY FOR BASE PROSPECTUS ...................................................................................... 203

- 4 -

SUMMARY (ENGLISH VERSION)
This summary (the "Summary") is provided for the purposes of the issue of Notes of a denomination of less than Euro
100,000 (or its equivalent in other currencies). Investors in Notes of a denomination equal to or greater than Euro
100,000 should not rely on this summary in any way and the Issuer accepts no liability to such investors. This summary
must be read as an introduction to this Base Prospectus. Any decision to invest in any transactions or financial
instruments should be based on a consideration of this Base Prospectus. Where a claim relating to information contained
in the Base Prospectus is brought before a court, the plaintiff may, under the national legislation of the European
Economic Area State (an "EEA State"), be required to bear the costs of translating this Base Prospectus before the legal
proceedings are initiated. Persons who have tabled the summary, including its translation if any, and who have requested
its modification further to article 212-42 of the AMF General Regulations, would be subject to civil liability if such
summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus.
The following summary is qualified in its entirety by the remainder of this Base Prospectus.
Words and expressions defined in "Terms and Conditions of the Notes" below shall have the same meanings in this
summary.
Overview of the Issuer
The Caisse d'Amortissement de la Dette Sociale is an administrative public agency (établissement public national à
caractère administratif) created by a specific statute and owned and controlled by the French State. CADES is responsible
for financing and repaying a portion of the accumulated debt of France's social security system. CADES finances this debt
by borrowing primarily in the debt capital markets and using the proceeds of social security taxes imposed on French
taxpayers' earnings to service interest payments and repay principal on the amounts borrowed.
CADES was established in 1996 as part of a series of measures to reform the French social security system with the aim
of repaying the debt it accumulated between 1994 and 1996. The French State has since transferred additional social
security debt to CADES on several occasions, and, pursuant to the 2011 Social Security Financing Act dated 20 December
2010 (loi de financement de la sécurité sociale pour 2011), will transfer a total of approximately Euro 130 billion of social
security debt to CADES between 2011 and 2018. The French State has also from time to time increased the revenue base
of social security taxes to provide CADES with the revenue necessary to service such additional indebtedness. Since 2005,
the French State has been legally required to match any increase in the social security debt it transfers to CADES with
increased resources for CADES. See "Historical Evolution of Debt and Resources" below.
As at 31 December 2011, the cumulative amount of social security debt transferred to CADES totalled Euro 202.4 billion,
of which, as of that date, CADES had repaid Euro 59.6 billion and Euro 142.8 billion was outstanding, and had paid
interest for an amount equal to Euro 33.6 billion. For the year ended 31 December 2010, the cumulative amount of social
security debt transferred to CADES totalled Euro 134.6 billion, of which, as of that date, CADES had repaid Euro 47.9
billion and Euro 86.7 billion was outstanding, and had paid interest for an amount equal to Euro 29.9 billion.
CADES' principal sources of revenue are allocated to it by law and paid automatically in part on a daily basis and in part
on an annual basis. They are (i) a specifically earmarked social security levy (the contribution au remboursement de la
dette sociale or "CRDS"), and (ii) a portion of another social security tax (the contribution sociale généralisée or "CSG"),
both of which are allocated to CADES on a permanent basis until CADES' purpose has been fulfilled. Pursuant to the
2011 Social Security Financing Act CADES will receive an additional annual cash transfer of Euro 2.1 billion from the
French Pension Fund (Fonds de Réserve pour les Retraités or "FRR") from 2011 through 2024 and additional tax revenue
equal to 1.3 per cent. of the taxes raised by the French capital and investment tax (prélèvements sociaux sur les revenus du
patrimoine et des produits de placement, the "Levy Tax") (which is a tax levied at the rate of 2.2 per cent. until 30
September 2011, 3.4 per cent. from 1 October 2011 until 31 December 2011, and 5.4 per cent. from 1 July 2012).
CADES will receive this funding annually until 2024. See "Sources of Revenue" below.
CADES' registered office is located at 15-17 rue Marsollier 75002 Paris France and its telephone number is +33 1 55
78 58 32.

- 5 -

Risk Factors
There are certain factors that may affect the ability of the Issuer to fulfil its obligations under the Notes and certain factors
that are material for the purpose of assessing the market risks associated with the Notes. A detailed discussion of such
risks is set forth in the section headed "Risk Factors". The following is a list of these risk factors:
Risks relating to the Issuer

Payment risks

The French State has transferred additional social security debt to the Issuer in the past and may do so in the
future

The revenues of CADES from the social security taxes it receives may vary

The Issuer faces various market risks
Risk Factors relating to the Notes

The Notes may not be a suitable investment for all investors

None of the Issuer, any Dealer or any of their affiliates has or assumes any responsibility for the lawfulness of
the acquisition of the Notes

The trading market for debt securities may be volatile and may be adversely impacted by many events

An active trading market for the Notes may not develop

Any early redemption at the option of the Issuer, if provided for in any Final Terms for a particular issue of
Notes, could cause the yield received by any Noteholders to be considerably less than anticipated

The Notes may be subject to restrictions on transfer which may adversely affect their value

The Notes contain limited events of default and covenants

A Noteholder's actual yield on the Notes may be reduced from the stated yield due to transaction costs

A Noteholder's effective yield on the Notes may be diminished due to the tax impact on that Noteholder of its
investment in the Notes

Investors will not be able to calculate in advance their rate of return on Floating Rate Notes

The Issuer's ability to convert the interest rate of Fixed to Floating Rate Notes may affect the secondary market
and the market value of the Notes

Zero Coupon Notes are subject to higher price fluctuations than non-discounted bonds

Foreign currency bonds expose investors to foreign-exchange risk as well as to issuer risk

Structured Notes may entail significant risks not associated with similar investments in a conventional debt
security

Investments in Index Linked Notes entail significant risks and may not be appropriate for investors lacking
financial expertise

- 6 -

The Notes may be subject to exchange rate risks

The Notes are subject to interest rate risks

Holdings of less than the minimum Specified Denomination may be affected if the Notes are traded in
denominations that are not integral multiples of the Specified Denomination

Taxes, charges and duties may be payable in respect of purchases of the Notes

Member States may be required to provide details of payments of interest under the EU Savings Directive and
neither the Issuer nor any Paying Agent will pay any additional amount with respect to any Note as a result of
the imposition of withholding tax by another Member State

The Issuer shall not pay any additional amounts in respect of Grossing-Up in case of withholding

The decision of the majority of Noteholders may bind all holders of the Notes

The Notes may be affected by changes in law

The credit ratings assigned to the Notes may not reflect all factors that could affect the value of the Notes
Essential characteristics of the Programme and the Notes and risks associated with the Notes
The Programme and the Notes
Description:
Debt Issuance Programme
Programme Size:
Up to euro 130,000,000,000 aggregate principal amount of Notes outstanding at any
one time (or the equivalent in other currencies calculated as set out below). The
euro equivalent of the aggregate principal amount of Notes outstanding at any one
time and denominated in a currency other than euro (which, in the case of Dual
Currency Notes, shall be the currency in which the subscription moneys are
received by the Issuer) shall be determined on the basis of the official rate of
exchange published by the European Central Bank of euro for the relevant currency
at any time selected by the Issuer during the five-day period ending on the date of
agreement to issue such Notes.
Dealers:
There are no Dealers appointed permanently in respect of the Programme. The
Issuer may from time to time appoint one or more dealers in respect of any Tranches
of Notes. References in this Base Prospectus to "Dealers" are to all persons
appointed as a dealer in respect of any Tranches.
Only credit institutions and investment firms incorporated in a member state of the
European Union and which are authorised to lead-manage bond issues in such
member state may act as Dealers in respect of non-syndicated issues of Notes
denominated in euro and as lead manager of syndicated issues of Notes denominated
in euro.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be
issued in series (each a "Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of the first payment of
interest), the Notes of each Series being intended to be interchangeable with all other
Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on
the same or different issue dates with no minimum issue size. The specific terms of

- 7 -

each Tranche (which will be supplemented, where necessary, with supplemental
terms and conditions and, save in respect of the issue date, issue price, first payment
of interest and nominal amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be set out in the final terms to this Base
Prospectus (the "Final Terms").
Form of Notes:
Notes may be issued as Dematerialised Notes or Materialised Notes.
Dematerialised Notes will at all times be in book entry form in compliance with
Article L.211-3 of the Code monétaire et financier.
Dematerialised Notes may, at the option of the Issuer, be issued either (i) in bearer
dematerialised form (au porteur) inscribed as from the issue date in the books of
Euroclear France which shall credit the accounts of Account Holders including
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and
the depository bank for Clearstream Banking, société anonyme ("Clearstream
Luxembourg") or (ii) in registered dematerialised form (au nominatif) and, in such
case, at the option of the relevant Noteholder, in either au nominatif pur or au
nominatif administré form. No physical documents of title will be issued in respect
of Dematerialised Notes.
Materialised Notes will be in bearer materialised form only. A Temporary Global
Certificate will be issued initially in respect of each Tranche of Materialised Notes.
Such Temporary Global Certificate will be exchanged for Definitive Materialised
Notes with, where applicable, coupons for interest attached on a date expected to be
on or after the 40th day after the issue date of the Notes (subject to postponement)
upon certification as to non-US beneficial ownership as more fully described herein.

Temporary Global Certificates will (a) in the case of a Tranche 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. Materialised Notes may only be issued outside
France.
Indexation
The Notes may be linked to any Fixed or Floating Rate, any Index, Commodity
price, or formula or any structure which itself contain Fixed or Floating Rate,
Index, Commodity price or any formula.
Clearing Systems:
Euroclear France as central depositary in relation to Dematerialised Notes and, in
relation to Materialised Notes, Clearstream, Luxembourg and Euroclear or any
other clearing system that may be agreed between the Issuer, the Fiscal Agent and
the relevant Dealer.
Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes may
be issued, without limitation, in Australian dollars, Canadian dollars, Danish krone,
euro, Hong Kong dollars, Japanese yen, New Zealand dollars, Norwegian krone,
pounds sterling, South African rand, Swedish krone, Swiss francs, U.S. dollars and
in any other currency as may be agreed between the Issuer and the relevant Dealers.
Denomination:
Definitive Notes will be in such denominations as may be agreed between the Issuer
and the relevant Dealer and specified in the relevant Final Terms, save that:
(i) in the case of any Notes admitted to trading on a Regulated Market or offered to

- 8 -

the public within the territory of any EEA State in circumstances which require the
publication of a prospectus under the Prospectus Directive, the minimum
denomination shall be 1,000 (or its equivalent in any other currency or currencies
as at the date of issue of those Notes); and
(ii) the minimum denomination of each Note will be such 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.
Status of Notes:
The Notes will constitute direct, unconditional, unsubordinated and unsecured
obligations of the Issuer and will rank pari passu among themselves all as described
in "Terms and Conditions of the Notes Status".
Negative Pledge:
The terms and conditions of the Notes will contain a negative pledge provision as
described in "Terms and Conditions of the Notes Negative Pledge".
Cross-Default:
The terms and conditions of the Notes will not contain a cross-default provision.
Ratings:
The Issuer has been assigned a rating of Aaa and P-1 by Moody's Investors
Service, AA+ and A-1+ by Standard & Poor's Ratings Services, a Division of the
McGraw Hill Companies, Inc. and AAA and F1+ by Fitch Ratings in respect of
its long-term and short-term debt, respectively. Tranches of Notes (as defined in
"Summary of the Programme") issued under the Programme may be rated or
unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the
same as the ratings assigned to the Notes. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency. Furthermore,
the Issuer may at any time reduce the number of rating agencies from which it
requests ratings.
Withholding Tax:
1. All payments of principal and interest by or on behalf of the Issuer in respect of
the Notes shall be made free and clear of, and without withholding or deduction for,
any taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within France or any authority therein
or thereof having power to tax, unless such withholding or deduction is required by
law.
2. Notes issued on or after 1 March 2010 (except Notes that are issued on or after 1
March 2010 and which are to be assimilated (assimilées) and form a single Series
with Notes issued before 1 March 2010 having the benefit of Article 131 quater of
the French General Tax Code (the "French General Tax Code")) fall under the
new French withholding tax regime pursuant to the French loi de finances
rectificative pour 2009 no. 3 (n°2009-1674 dated 30 December 2009), applicable as
from 1 March 2010 (the "Law"). Payments of interest and other revenues made by
the Issuer on such Notes will not be subject to the withholding tax set out under
Article 125 A III of the French General Tax Code unless such payments are made
outside France in a noncooperative State or territory (Etat ou territoire non
coopératif) within the meaning of Article 238-0 A of the French General Tax Code
(a "Non-Cooperative State"). If such payments under the Notes are made in a Non-
Cooperative State, a 50% withholding tax will be applicable (subject to certain
exceptions described below and the more favourable provisions of any applicable
double tax treaty) by virtue of Article 125 A III of the French General Tax Code.
Furthermore, interest and other revenues on such Notes will no longer be deductible
from the Issuer's taxable income, as from the fiscal years starting on or after 1

- 9 -

January 2011, if they are paid or accrued to persons established in a Non-
Cooperative State or paid in such a Non-Cooperative State. Under certain
conditions, any such non-deductible interest and other revenues may be
recharacterised as constructive dividends pursuant to Article 109 of the French
General Tax Code, in which case such non-deductible interest and other revenues
may be subject to the withholding tax set out under Article 119 bis of the French
General Tax Code, at a rate of 25% or 50%.
Notwithstanding the foregoing, the Law provides that neither the 50% withholding
tax nor the non-deductibility will apply in respect of a particular issue of Notes if the
Issuer can prove that the principal purpose and effect of such issue of Notes was not
that of allowing the payments of interest or other revenues to be made in a Non-
Cooperative State (the "Exception"). Pursuant to the ruling (rescrit) No. 2010/11
(FP et FE) of the Direction générale des impôts published on 22 February 2010, an
issue of Notes will benefit from the Exception without the Issuer having to provide
any proof of the purpose and effect of such issue of Notes, if such Notes are:
(i) offered by means of a public offer within the meaning of Article L.411-1 of the
French Code monétaire et financier or pursuant to an equivalent offer in a State
other than a Non-Cooperative State. For this purpose, an "equivalent offer" means
any offer requiring the registration or submission of an offer document by or with a
foreign securities market authority; or
(ii) admitted to trading on a regulated market or on a French or foreign multilateral
securities trading system provided that such market or system is not located in a
Non-Cooperative State, and the operation of such market is carried out by a market
operator or an investment services provider, or by such other similar foreign entity,
provided further that such market operator, investment services provider or entity is
not located in a Non-Cooperative State; or
(iii) admitted, at the time of their issue, to the operations of a central depositary or
of a securities clearing and delivery and payments systems operator within the
meaning of Article L.561-2 of the French Code monétaire et financier, or of one or
more similar foreign depositaries or operators provided that such depositary or
operator is not located in a Non-Cooperative State.
3. Interest and other revenues on (i) Notes issued (or deemed issued) outside France
as provided under Article 131 quater of the French General Tax Code, prior to 1
March 2010 or (ii) Notes that are issued after 1 March 2010 and which are to be
assimilated (assimilées) and form a single series with such Notes will continue to be
exempt from the withholding tax set out under Article 125 A III of the French
General Tax Code.
Notes, issued prior to 1 March 2010, constituting, or considered by the French tax
authorities as falling into a similar category to, obligations under French law will be
issued (or deemed to be issued) outside France within the meaning of Article 131
quater of the French General Tax Code, as more fully set out in the circular of the
Direction Générale des Impôts dated 30 September 1998 and the Rescrit No. 2007-
59 FP dated 8 January 2008 as amended by the Rescrit No. 2009/23 FP dated 7
April 2009.
In addition, interest and other revenues paid by the Issuer on Notes issued before 1
March 2010 (or Notes issued after 1 March 2010 and which are to be consolidated
(assimilables for the purpose of French law) and form a single series with such
Notes) will not be subject to the withholding tax set out in Article 119 bis of the

- 10 -