Obligation Ochan 2.375% ( FR0011372622 ) en EUR

Ochan

100 % ▼

France

FR0011372622 ( en EUR )

2.375% par an ( paiement annuel )

11/12/2022 - Obligation échue

Prospectus brochure de l'obligation Auchan FR0011372622 en EUR 2.375%, échue

100 000 EUR

750 000 000 EUR

Auchan est une multinationale française de grande distribution, opérant dans l'hypermarché, la supermarché, le drive et le e-commerce.

L'Obligation émise par Ochan ( France ) , en EUR, avec le code ISIN FR0011372622, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/12/2022

Base Prospectus dated 23 April 2021

ELO
6,500,000,000
Euro Medium Term Note Programme
Under the 6,500,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (as defined below), ELO (formerly Auchan
Holding) ("ELO" 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 under this Programme will not at any time exceed 6,500,000,000 (or the equivalent in any
other currency).
For the avoidance of doubt, any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein.
This does not affect any Notes outstanding.
This document constitutes a base prospectus (the "Base Prospectus") for the purpose of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended
(the "Prospectus Regulation").
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg, as competent authority under the
Prospectus Regulation.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
In line with the provisions of Article 6(4) of the Luxembourg act of 16 July 2019 relating to prospectuses for securities (loi du 16 juillet 2019 relative aux prospectus
pour valeurs mobilières) which implements the Prospectus Regulation, the CSSF assumes no responsibility as to the economic and financial soundness of the
transaction and such approval should not be considered as an endorsement of the quality of the securities that are the subject of this Base Prospectus. Investors
should make their own assessment as to the suitability of investing in the securities.
This Base Prospectus shall be valid for the admission to trading of Notes on a Regulated Market in the European Economic Area ("EEA") until 23 April 2022,
provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a
material mistake or a material inaccuracy relating to the information included (or incorporated by reference) in this Base Prospectus which may affect the assessment
of an investment in the Notes. The obligation to supplement this Base Prospectus in the event of a significant new factors, material mistakes or material inaccuracies
does not apply when this Base Prospectus is no longer valid.
Application may be made (i) to the Luxembourg Stock Exchange for the period of twelve (12) months after the date of this Base Prospectus 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 of the Luxembourg Stock
Exchange and/or (ii) to the competent authority of any other Member State of the EEA for Notes issued under the Programme to be listed and admitted to trading
on a Regulated Market (as defined below) in such Member State. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes
of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of
regulated markets issued by the European Securities and Markets Authority (each, a "Regulated Market"). However, Notes which are neither listed nor admitted
to trading on any Regulated Market may also be issued pursuant to the Programme. The relevant final terms (the substantial form of which is contained herein) in
respect of the issue of any Notes (the "Final Terms") will specify whether or not such Notes will be listed and admitted to trading on any Regulated Market, and,
if so, the relevant Regulated Market in the EEA.
Notes 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 et seq. 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 form (au porteur)
inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account
Holders (as defined in "Terms and Conditions of the Notes Form, Denomination(s), Title and Method of Issue") including Euroclear Bank SA/NV ("Euroclear")
and the depositary bank for Clearstream Banking, société anonyme ("Clearstream ") or in registered form (au nominatif) and, in such latter case, at the option
of the relevant Noteholder (as defined in "Terms and Conditions of the Notes Form, Denomination(s), Title and Method of Issue"), in either fully registered
form (au nominatif pur), in which case they will be inscribed in an account maintained by the Issuer or by the registration agent (designated in the relevant
Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account
Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer form (au porteur) only and may only be issued outside France. A temporary global certificate in bearer form without interest
coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be
subsequently exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached on or after a date expected to be on or
about the 40th calendar day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised
Notes") upon certification as to non-U.S. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as
defined in "Terms and Conditions of the Notes - Form, Denomination(s), Title and Method of Issue") intended to be cleared through Euroclear and/or Clearstream,
be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream or (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 or delivered outside a clearing system, be deposited as agreed between the Issuer and
the relevant Dealer (as defined below).
ELO is rated BBB- with stable outlook by Standard & Poor's Credit Market Services France S.A.S. ("Standard & Poor's"). As of the date of this Base Prospectus,
Standard & Poor's is a credit rating agency established in the European Union, registered under Regulation (EC) No. 1060/2009 of the European Parliament and
of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies
published on the website of the European Securities and Markets Authority (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance
with the CRA Regulation. Notes issued under the Programme may be rated or unrated. The rating, if any, will be specified in the relevant 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 without
notice.
See "Risk factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER
NATIXIS
PERMANENT DEALERS
BNP PARIBAS
CITIGROUP
CIC MARKET SOLUTIONS
COMMERZBANK
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
ING
NATIXIS
SANTANDER CORPORATE & INVESTMENT BANKING
SMBC NIKKO
SOCIETE GENERALE CORPORATE & INVESTMENT BANKING
UNICREDIT

This Base Prospectus (together with all supplements thereto from time to time) and the documents incorporated
by reference therein have been prepared for the purpose of giving information with regard to the Issuer and its
consolidated subsidiaries 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 rights attaching to the Notes and the reason for the issuance and its
impact on the Issuer.
The terms and conditions applicable to each Tranche not contained herein (including, without limitation, the
aggregate nominal amount, issue price, redemption price thereof, and interest, if any, payable thereunder) will be
determined at the time of the issue of each Tranche based on then prevailing market conditions and will be set out
in the relevant Final Terms. In relation to each Tranche of Notes, the Base Prospectus must be read with the
relevant Final Terms.
No person is or 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 ELO, the Arranger or any of
the Dealers (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 ELO or those of the ELO Group (as defined below) 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 ELO or that of the ELO 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.
For the purposes of this Base Prospectus, the "ELO Group" means ELO and its consolidated subsidiaries and
affiliates as a whole.
The distribution of this Base Prospectus, any Final Terms and any offering materials under the Programme, 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 ELO, the Arranger and the Dealers 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 may include Materialised Notes in bearer form (au porteur) that are
subject to U.S. federal income tax law requirements. Subject to certain exceptions, Notes may not be offered, sold
or delivered within the United States or to the account or benefit of U.S. persons. The Notes are being offered and
sold outside the United States of America to non-U.S. persons in reliance on Regulation S under the Securities
Act. For a description of these and certain further restrictions on offers and sales of Notes and on distribution of
this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of ELO, the Arranger or the
Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations contained or
incorporated by reference in this Base Prospectus. None of the Arranger or the Dealers makes any representation,
express or implied, or accepts any responsibility, with respect to the sincerity, accuracy or completeness of any of
the information contained or incorporated by reference in this Base Prospectus. Neither this Base Prospectus nor
any other information or representations incorporated by reference are intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of ELO, the Arranger or the Dealers
that any recipient of this Base Prospectus or any other information incorporated by reference should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in
this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Arranger or the Dealers undertakes to review the financial condition or affairs of ELO or the ELO
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 Arranger or the Dealers.
NOTICE
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 conditions, 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.
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the

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lawfulness of the acquisition of the Notes by a prospective investor of 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.
AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its own financial
situation, an investment in the Notes and the impact that any such investment will have on its overall
investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear the risks of an investment in the Notes, including
where the currency for principal or interest payments under the Notes is different from that potential
investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the financial markets
and any relevant indices;
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the risks of such
investment; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
The tax legislation of the investors' Member State and of the Issuer's country of incorporation may have an impact
on the income received from the Notes.
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 innovative financial notes such as the Notes. Potential investors are advised to 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 advisors are in a position to duly consider the specific situation of the potential
investor.
A number of Member States of the European Union are currently negotiating to introduce a financial transactions
tax ("FTT") in the scope of which transactions in the Notes may fall. The scope of any such tax is still uncertain
as well as any potential timing of implementation. If the currently discussed text or any similar tax is adopted,
transactions in the Notes would be subject to higher costs, and the liquidity of the market for the Notes may be
diminished. Prospective holders of the Notes are advised to seek their own professional advice in relation to the
FTT.
The ratings may not reflect the potential impact of all risks related to structure, market 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
suspended, revised or withdrawn by the rating agency at any time without notice.
MiFID II product governance / target market The Final Terms in respect of any Tranche of Notes, where
applicable, will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority ("ESMA") on 5 February 2018 in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in
financial instruments, as amended ("MiFID II") is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.

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UK MiFIR product governance / target market  The Final Terms in respect of any Tranche of Notes, where
applicable, will include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment, taking into account the five (5) categories referred to in item 18 of the Guidelines published by ESMA
on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-
legislative materials") in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the UK MIFIR Product Governance Rules.
PRIIPs Regulation - Prohibition of sales to EEA retail investors The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97
of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended (the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, as amended. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
UK PRIIPS Regulation Prohibition of sales to UK retail investors  The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA");
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended
(the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in
financial instruments as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Important notice relating to Inflation Linked Notes
Inflation Linked Notes are not in any way sponsored, endorsed, sold or promoted by the INSEE or Eurostat, as the
case may be, and the INSEE and Eurostat make no warranty or representation whatsoever, express or implied,
either as to the results to be obtained from the use of any of the inflation indices and/or the figure at which such
indices stand at any particular time. The inflation indices are determined, composed and calculated by the INSEE
or Eurostat, as the case may be, without regard to the Issuer or the Inflation Linked Notes. The INSEE or Eurostat,
as the case may be, is not responsible for or has not participated in the determination of the timing of, prices of,
or quantities of the Inflation Linked Notes to be issued or in the determination or calculation of the interest payable
under such Inflation Linked Notes.
None of the Issuer, the Arranger, the Dealers or any of their respective affiliates makes any representation as to
the inflation indices. Any of such persons may have acquired, or during the term of the Inflation Linked Notes may
acquire, non-public information with respect to any of the inflation indices that is or may be material in the context
of Inflation Linked Notes. The issue of Inflation Linked Notes will not create any obligation on the part of any such
persons to disclose to the holders of such Inflation Linked Notes or any other party such information (whether or
not confidential).
Neither the current nor the historical levels of any of the inflation indices should be taken as an indication of future
performance of such index during the term of any Inflation Linked Notes.

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TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................... 6
RISK FACTORS .................................................................................................................................................. 11
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 25
SUPPLEMENT TO THE BASE PROSPECTUS .............................................................................................. 29
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 30
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES ......... 71
USE OF PROCEEDS ........................................................................................................................................... 72
DESCRIPTION AND BUSINESS OVERVIEW OF ELO (FORMERLY AUCHAN HOLDING) ............... 73
RECENT DEVELOPMENTS ............................................................................................................................. 83
SUBSCRIPTION AND SALE ............................................................................................................................. 85
FORM OF FINAL TERMS ................................................................................................................................. 89
GENERAL INFORMATION ............................................................................................................................ 109
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS .......... 112

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GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken from, and is
qualified in its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of
any particular Tranche of Notes, the relevant Final Terms. The Notes will be issued on such terms as shall be
agreed between the Issuer and the relevant Dealer(s) and will be subject to the Conditions set out in this Base
Prospectus as completed by the relevant Final Terms.
Words and expressions defined in the section "Terms and Conditions of the Notes" of this Base Prospectus shall
have the same meanings in this general description.
Issuer:
ELO
LEI (Legal Entity Identifier):
969500ASEC557H5A4F22
Website:
https://www.auchan-holding.com/en/our-results
Arranger:
Natixis
Dealers:
Banco Santander, S.A.,
BNP Paribas,
Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft,
Crédit Industriel et Commercial S.A.,
Crédit Agricole Corporate and Investment Bank,
Deutsche Bank Aktiengesellschaft,
HSBC Continental Europe,
ING Bank N.V., Belgian Branch,
Natixis,
SMBC Nikko Capital Markets Europe GmbH,
Société Générale,
UniCredit Bank AG
The Issuer may from time to time terminate the appointment of any
Dealer under the Programme or appoint additional dealers either in
respect of one (1) or more Tranches or in respect of the whole Programme.
References in this Base Prospectus to "Permanent Dealers" are to the
persons referred above as Dealers and to such additional persons that are
appointed as dealers in respect of the whole Programme (and whose
appointment has not been terminated) and references to "Dealers" are to
the Permanent Dealers and all persons appointed as a dealer in respect of
one (1) or more Tranches.
Description:
Under the Euro Medium Term Note Programme (the "Programme"), the
Issuer, subject to compliance with all relevant laws, regulations and
directives, may from time to time issue notes (the "Notes").
Programme Limit:
Up to 6,500,000,000 aggregate nominal amount of Notes issued under
the Programme (including Notes denominated in any other currency
which Euro equivalent shall be calculated in respect of any Tranche of
Notes by the Issuer prior to the Issue Date of those Notes) outstanding at
any time.
The Programme Limit may be increased from time to time, subject to
compliance with the relevant provisions of the amended and restated
dealer agreement entered into between the Issuer, the Arranger and the
Permanent Dealers.
Fiscal Agent, Principal, Paying
Agent and Calculation Agent:
BNP Paribas Securities Services
Quotation Agent:
Aether Financial Services
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out
in "Risk Factors - Risks factors relating to the Issuer" in this Base
Prospectus. In addition, there are certain factors which are material for
the purpose of assessing the market risks associated with Notes issued

6

under the Programme. These are set out in "Risk Factors - Risks factors
relating to the Notes" in this Base Prospectus.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis.
Series and Tranches:
The Notes will be issued in Series having one or more issue dates, the
Notes of each Series being intended to be interchangeable with all other
Notes of that Series.
Each Series may be issued in Tranches on the same or different issue
dates. The specific terms of each Tranche (which will be completed,
where necessary, with supplemental terms and conditions and, save in
respect of the issue date, issue price, first payment of interest and
aggregate nominal amount of the Tranche, will be identical to the terms
of other Tranches of the same Series) will be determined by the Issuer and
the relevant Dealer(s) at the time of the issue and will be set out in the
relevant Final Terms.
Maturities:
Subject to compliance with all relevant laws, regulations and directives,
any maturity from seven (7) days from the date of original issue as
specified in the relevant Final Terms.
No money market instruments having a maturity at the date of issue of
less than twelve (12) months will be offered to the public or admitted to
trading on a regulated market under this Base Prospectus.
Currencies:
Euro, U.S. Dollar, Japanese yen, Swiss franc, Sterling and any other
currency specified in the relevant Final Terms.
Commercial terms of the Notes
(price, amount, interest rate,
etc.):
The commercial terms and conditions of the Notes of each Tranche of
Notes will be set out in the relevant Final Terms.
Denomination(s):
Notes shall be issued in the Specified Denomination(s) set out in the
relevant Final Terms, save that the Notes admitted to trading on a
Regulated Market in circumstances which require the publication of a
prospectus under the Prospectus Regulation shall have a minimum
denomination of 100,000 each (or its equivalent in any other currency),
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.
In addition, Notes (including Notes denominated in Sterling) which have
a maturity of less than one (1) year and in respect of which the issue
proceeds are to be accepted by the Issuer in the United Kingdom or whose
issue otherwise constitutes a contravention of section 19 of the Financial
Services and Markets Act 2000, as amended ("FSMA") will have a
minimum denomination of £100,000 each (or its equivalent in other
currencies).
Dematerialised Notes will be issued in one (1) denomination only.
Status of Notes:
Unsubordinated Notes or Subordinated Notes.
Form of Notes:
Dematerialised Notes or Materialised Notes.
Dematerialised Notes may be issued in bearer form (au porteur) or in
registered form (au nominatif).
Materialised Notes will be in bearer form (au porteur) only.
Negative Pledge:
There will be a negative pledge in respect of Unsubordinated Notes.
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each year
specified in the relevant Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for each

7

Series as follows, as set out in the relevant Final Terms:
(i) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by the
2013 FBF Master Agreement, or
(ii) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions, or
(iii) on the basis of a reference rate appearing on an agreed screen page
of a commercial quotation service (including, without limitation,
EURIBOR (or TIBEUR in French), EONIA (or TEMPE in French),
STR, LIBOR, CMS Rate, SONIA or TEC101),
in each case as adjusted by any applicable margin and/or rate multiplier,
if any, and calculated and payable as indicated in the relevant Final
Terms.
Floating Rate Notes may also have a Maximum Rate of Interest, a
Minimum Rate of Interest or both, provided that:
(i) if Adjusted Interest Rate is specified to be "Not Applicable" in the
relevant Final Terms, the Minimum Rate of Interest shall be deemed
to be zero; and
(ii) if Adjusted Interest Rate is specified to be "Applicable" in the
relevant Final Terms, the Rate of Interest in respect of Floating Rate
Notes for a given Interest Accrual Period shall be determined in
accordance with Condition 5(c)(iii)(E).
Inflation Linked Notes:
Inflation Linked Notes may be issued by the Issuer where the interest
and/or the principal in respect of such Notes will be calculated by
reference to an Inflation Index Ratio derived from either:
(i) CPI; or
(ii) HICP.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or at a
discount to it and will not bear interest.
Events of Default

(including cross default):
There will be events of default and a cross-default in respect of
Unsubordinated Notes; Subordinated Notes will be repayable in the event
of the liquidation of the Issuer only.
Redemption:
The relevant Final Terms will specify the provisions applicable to the
redemption of the Notes and whether such Notes may be redeemed prior
to their stated maturity at the option of the Noteholder or the Issuer.
Unless permitted by the applicable laws and regulations, Notes (including
Notes denominated in Sterling) in respect of which the issue proceeds are
to be accepted by the Issuer in the United Kingdom or whose issue
otherwise constitutes a contravention of section 19 of the FSMA must
have a minimum redemption amount of £100,000 (or its equivalent in
other currencies), unless such Notes may not be redeemed until the first
anniversary of their date of issue.
Optional Redemption:
The Final Terms issued in respect of each issue of Notes shall state
whether such Notes may be redeemed prior to their stated maturity at the
option of the Issuer (either in whole or in part) and/or the Noteholders
and, if so, the terms applicable to such redemption.

1 All potential users of the EUR-TEC10-CNO must first enter into a trademark licence agreement available from the CNO.

8

Make-Whole
Redemption
Option:
The Final Terms issued in respect of each issue of Notes shall state
whether such Notes may be redeemed at the option of the Issuer (either
in whole or in part) at any time prior to their stated maturity, at their
relevant Make-Whole Redemption Amount.
Residual Maturity Call Option:
The Final Terms issued in respect of each issue of Notes shall state
whether such Notes may be redeemed at the option of the Issuer (either
in whole or in part) at their Optional Redemption Amount together with
interest accrued to, but excluding, the date fixed for redemption
(including, where applicable, any Arrears of Interest), at any time as from
the Call Option Date specified in the relevant Final Terms which shall be
no earlier than six (6) months before the Maturity Date.
Clean-up Call Option:
The Final Terms issued in respect of each issue of Notes shall state
whether such Notes may be redeemed at the option of the Issuer (in whole
but not in part) at any time prior to their Maturity Date, at their Optional
Redemption Amount together with interest accrued to, but excluding, the
date fixed for redemption (including, where applicable, any Arrears of
Interest), as long as the aggregate principal amount outstanding of the
Notes of the relevant Series is equal to 25 per cent. or less of the aggregate
principal amount of Notes issued on the Issue Date of all Tranches of the
relevant Series.
Redemption at the option of the
Noteholders following a Put
Change of Control Event:
The Final Terms issued in respect of each issue of Notes shall state
whether such Notes may, in the event of a Put Change of Control Event,
be redeemed at the option of the Noteholders (either in whole or in part)
at any time prior to their stated maturity, at their Optional Redemption
Amount, together with accrued interest.
Redemption by instalments:
The Final Terms issued in respect of each issue of Notes that are
redeemable in two (2) or more instalments shall set out the dates on
which, and the amounts in which, such Notes may be redeemed.
Taxation Redemption:
The Notes may be subject to redemption at the option of the Issuer for
taxation reasons.
Taxation (withholding tax):
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 of
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.
If French law should require that payments of principal or interest (in
respect of any Note), Receipt or Coupon be subject to deduction or
withholding in respect of any present or future taxes or duties whatsoever
levied by the Republic of France, the Issuer, to the fullest extent then
permitted by law, shall pay such additional amounts as shall result in
receipt by the Noteholders or, if applicable, the Receiptholders and the
Couponholders, as the case may be, of such amounts as would have been
received by them had no such withholding or deduction been required,
subject to certain exceptions described in Condition 8.
Central Depositary:
Euroclear France in respect of Dematerialised Notes.
Clearing Systems:
Euroclear France, Clearstream and Euroclear.
Settlement procedure of the
Notes, including Inflation Linked
Notes:
Any amount due and payable in respect of any Notes (including Inflation
Linked Notes) issued under the Programme will be paid in cash.

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Listing and Admission to
Trading:
Listing may be sought on the official list of the Luxembourg Stock
Exchange and admission to trading may be sought on the Regulated
Market of the Luxembourg Stock Exchange and/or any other Regulated
Market in the EEA as specified in the relevant Final Terms. As specified
in the relevant Final Terms, a Series of Notes may also be neither listed
nor admitted to trading.
No offer to retail investors:
The Notes shall not be offered to retail investors in Luxembourg, in any
Member State of the EEA nor in the United Kingdom.
Method of Publication of the
Base Prospectus and Final
Terms:
The Base Prospectus and the Final Terms related to Notes listed and/or
admitted to trading on any Regulated Market will always be published on
the websites of (a) the Luxembourg Stock Exchange (www.bourse.lu) and
(b) the Issuer (https://www.auchan-holding.com/en/our-results).
So long as Notes may be issued pursuant to this Base Prospectus, this
Base Prospectus and various other documents will be available for
viewing on the websites of (a) the Luxembourg Stock Exchange
(www.bourse.lu) and (b) the Issuer (https://www.auchan-
holding.com/en/our-results).
In addition, if the Notes are listed and admitted/or to trading on a
Regulated Market other than the Luxembourg Stock Exchange, the
relevant Final Terms will provide whether additional methods of
publication are required and what they consist of.
Rating:
The Issuer is rated BBB- with stable outlook by Standard & Poor's Credit
Market Services France S.A.S. ("Standard & Poor's"). As of the date of
this Base Prospectus, Standard & Poor's is a credit rating agency
established in the European Union, registered under Regulation (EC) No.
1060/2009 of the European Parliament and of the Council of
16 September 2009 on credit rating agencies, as amended (the "CRA
Regulation") and included in the list of registered credit rating agencies
published on the website of the European Securities and Markets
Authority
(http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs) in accordance with the CRA Regulation.
Notes 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 rating(s) assigned to the Issuer.
Selling Restrictions:
The offer and sale of Notes will be subject to selling restrictions in various
jurisdictions, in particular, those of the United States of America, the
United Kingdom and those of the EEA including France.
Governing Law:
French law.

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