Obligation ASF SA 2.875% ( FR0011394907 ) en EUR

ASF SA

100 % ▼

France

FR0011394907 ( en EUR )

2.875% par an ( paiement annuel )

17/01/2023 - Obligation échue

Prospectus brochure de l'obligation Autoroutes du Sud de la France S.A FR0011394907 en EUR 2.875%, échue

100 000 EUR

700 000 000 EUR

Autoroutes du Sud de la France (ASF) est une société concessionnaire d'autoroutes française exploitant un réseau de plus de 1 900 kilomètres dans le Sud de la France.

L'Obligation émise par ASF SA ( France ) , en EUR, avec le code ISIN FR0011394907, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/01/2023

BASE PROSPECTUS

(incorporated as a société anonyme in France)
Euro 8,000,000,000
Euro Medium Term Note Programme
Due from one year from the date of original issue
Under the Euro Medium Term Note Programme (the Programme) described in this base prospectus (the Base Prospectus), Autoroutes du Sud
de la France (the Issuer or Autoroutes du Sud de la France or ASF), subject to compliance with all relevant laws, regulations and directives,
may from time to time issue Euro Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time
exceed Euro 8,000,000,000 (or the equivalent in other currencies).
This Base Prospectus replaces and supersedes the base prospectus dated 10 June 2011 as supplemented by the supplements dated
2 September 2011, 23 November 2011, 16 February 2012 and 10 May 2012.
Application has been made to the Commission de surveillance du secteur financier (CSSF) in Luxembourg for approval of this Base Prospectus
in its capacity as competent authority under the "loi relative aux prospectus pour valeurs mobilières" dated 10 July 2005 which implements
Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading. In
the line with the provisions of article 7 (7) of the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, the CSSF assumes no
responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. Application may be made
to the Luxembourg Stock Exchange during the period of 12 months from the date of this Base Prospectus for Notes issued under the Programme
to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock
Exchange. The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (a
Regulated Market). However, Notes issued pursuant to the Programme may also be unlisted or listed and admitted to trading on any other
market including any Regulated Market in any member state of the European Economic Area (the EEA). The relevant final terms (the Final
Terms) (a form of which is contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to
trading, and, if so, the relevant Regulated Market.
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 Articles L.211-3 and R.211-1. of the French Code monétaire et
financier. No physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the
books of Euroclear France (Euroclear France ) (acting as central depositary) which shall credit the accounts of Account Holders (as defined in
"Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. (Euroclear) and
the depositary bank for Clearstream Banking, société anonyme (Clearstream, Luxembourg) or in registered dematerialised form (au
nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (au
nominatif pur), in which case they will be inscribed either with the Issuer or with 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 materialised form only and may only be issued outside France. A temporary global certificate in bearer
form without interest coupons attached (a Temporary Global Certificate) will initially be issued in connection with Materialised Notes. Such
Temporary Global Certificate will be exchanged for Definitive Materialised Notes in bearer form with, where applicable, coupons for interest
attached, on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in
"Temporary Global Certificates issued in respect of Materialised Bearer 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 "General Description of the Programme") intended to be cleared
through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary on behalf of Euroclear and/or
Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant
Dealer (as defined below).
The Programme has been rated BBB+ by Standard and Poors Ratings Services and Baa1 by Moody's Investors Service. Notes issued under the
Programme may be rated or unrated. Notes, whether Unsubordinated or Subordinated (all as defined in "General Description of the
Programme"), will have such rating, if any, as is assigned to them by the relevant rating organisation as specified in the relevant Final Terms.
Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme. 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.
As at the date of this Base Prospectus, Standard & Poors Ratings Services and Moody's Investors Service are established in the European
Union and registered under Regulation (EU) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as
amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"), and included in the list of registered credit rating agencies published by
the European Securities and Markets Authority on its website (www.esma.europa.com) in accordance with the CRA Regulation.
See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.

Arranger
NATIXIS

Dealers
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
BARCLAYS
BAYERNLB
BNP PARIBAS
COMMERZBANK
CREDIT AGRICOLE CIB
HSBC
J.P. MORGAN
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
MIZUHO INTERNATIONAL PLC
NATIXIS
SANTANDER GLOBAL BANKING & MARKETS
SOCIETE GENERALE CORPORATE & INVESTMENT
THE ROYAL BANK OF SCOTLAND
BANKING
UNICREDIT BANK
UBS INVESTMENT BANK

The date of this Base Prospectus is 8 June 2012

2

This Base Prospectus (together with all supplements thereto from time to time), constitutes a base
prospectus for the purposes of article 5.4 of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003, as amended from time to time (in particular by Directive
2010/73/EU dated 24 November 2010 to the extent implemented in any relevant Member State)
(the "Prospectus Directive") and contains all relevant information concerning the Issuer which 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 and its subsidiaries (together with the Issuer,
the "Group"), as well as the base terms and conditions of the Notes to be issued under the
Programme. The terms and conditions applicable to each Tranche (as defined in "General
Description of the Programme") not contained herein (including, without limitation, the aggregate
nominal amount, issue price, redemption price thereof, and interest, if any, payable thereunder)
will be determined by the Issuer and the relevant Dealer(s) at the time of the issue on the basis of
the then prevailing market conditions and will be set out in the relevant Final Terms.
This Base Prospectus is to be read in conjunction with any document and/or information which is
or may be incorporated herein by reference in accordance with article 15 of the Loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005 as amended implementing the Prospectus
Directive in Luxembourg and article 28 of the European Commission Regulation N°809/2004
dated 29 April 2004 (see "Documents incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if
given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any of the Dealers or the Arranger (each as defined in "General
Description of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer or the Group since the date hereof or the date upon which this
Base Prospectus has been most recently supplemented or that there has been no adverse change in
the financial position of the Issuer or the Group since the date hereof or the date upon which this
Base Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
Certain information contained in this Base Prospectus and/or documents incorporated herein by
reference has been extracted from sources specified in the sections where such information
appears. The Issuer confirms that such information has been accurately reproduced and that, so
far as it is aware and is able to ascertain from information published by the above sources, no facts
have been omitted which would render the information reproduced inaccurate or misleading. The
Issuer has also identified the source(s) of such information.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes
are required by the Issuer, the Dealers and the Arranger to inform themselves about and to
observe any such restriction. The Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory
authority of any state or other jurisdiction of the United States and 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 or to or for the account or benefit of U.S. persons (as defined in
Regulation S under the Securities Act (Regulation S) or, in the case of Materialised Notes in bearer
form, the U.S. Internal Revenue Code of 1986, as amended (the U.S Internal Revenue Code and
the regulations thereunder). For a description of certain restrictions on offers and sales of Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des
marchés financiers.
3

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer
or the Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information
in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in
connection with the Programme (including any information incorporated by reference) are
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme (including
financial statements) should purchase the Notes. Each prospective investor of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its
purchase of Notes should be based upon such investigation as it deems necessary. None of the
Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer or the
Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the
Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the
Programme"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising
Manager(s)) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the 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 30 days after
the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant
Tranche.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"", "Euro", "EUR" or "euro" are to the single currency of the participating member states of
the European Economic and Monetary Union which was introduced on 1 January 1999, references
to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America,
references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan and
references to "Swiss francs" or "CHF" are to the lawful currency of Switzerland.
In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts
listed in such table are due to rounding.
4

TABLE OF CONTENTS

RISK FACTORS RELATING TO THE NOTES ............................................................................................... 6
RISK FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS ................................................ 12
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 18
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS .......... 20
SUPPLEMENT TO THE BASE PROSPECTUS ............................................................................................. 21
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 22
TERMS AND CONDITIONS OF THE NOTES............................................................................................... 27
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER
NOTES ................................................................................................................................................. 56
USE OF PROCEEDS .......................................................................................................................................... 58
DESCRIPTION OF THE ISSUER .................................................................................................................... 59
RECENT DEVELOPMENTS ............................................................................................................................ 87
DOCUMENTS ON DISPLAY ............................................................................................................................ 88
SUBSCRIPTION AND SALE ............................................................................................................................ 89
FORM OF FINAL TERMS ................................................................................................................................ 93
TAXATION ........................................................................................................................................................ 111
GENERAL INFORMATION ........................................................................................................................... 114

5

RISK FACTORS RELATING TO THE NOTES
The following paragraphs describe some risk factors that are material to the Notes to be admitted to trading in
order to assess the market risk associated with these Notes.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under
the Programme. They do not describe all the risks of an investment in the Notes. Prospective investors should consult
their own financial and legal advisers about risks associated with investment in a particular Series of Notes and the
suitability of investing in the Notes in light of their particular circumstances. These risk factors may be completed
in the Final Terms with any risk factors that are material and specific to the relevant Notes for a particular issue of
Notes.
Terms used but not defined in this section will have the meaning given to them in the Terms and Conditions.
1.
General Risks Relating to the Notes
1.1
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 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.
1.2
Potential Conflicts of Interest
Each of the Issuer, the Dealer(s) or their respective affiliates may deal with and engage generally in any kind of
commercial or investment banking or other business with any issuer of the securities taken up in an index, their
respective affiliates or any guarantor or any other person or entities having obligations relating to any issuer of the
securities taken up in an index or their respective affiliates or any guarantor in the same manner as if any index-
linked Notes issued under the Programme did not exist, regardless of whether any such action might have an
adverse effect on an issuer of the securities taken up in the index, any of their respective affiliates or any guarantor.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives which may
affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the interests of
the Noteholders.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and the
Noteholders, including with respect to certain discretionary determinations and judgements that such calculation
agent may make pursuant to the Terms and Conditions that may influence the amount receivable upon redemption
of the Notes.
1.3
Legality of Purchase
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the
lawfulness of the acquisition of the Notes by a prospective investor 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.
1.4
Modification, waivers and substitution
The conditions of the Notes contain provisions for calling General Meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including
Noteholders who did not attend and vote at the relevant General Meeting and Noteholders who voted in a manner
contrary to the majority.
6

1.5
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for the Notes. Potential investors are advised not to rely upon the tax summary
contained in this Base Prospectus and/or in the Final Terms but to ask for their own tax advisers advice on their
individual taxation with respect to the acquisition, sale and redemption of the Notes. Only these advisors are in a
position to duly consider the specific situation of the potential investor. This risk factor has to be read in connection
with the taxation sections of this Base Prospectus and the additional tax sections, if any, contained in the relevant
Final Terms.
1.6
EU Savings Directive
The EC Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest
payments (the Directive) requires each Member State as from 1 July 2005 to provide to the tax authorities of
another Member State details of payments of interest and other similar income within the meaning of the Directive
made by a paying agent within its jurisdiction to (or under circumstances to the benefit of) a beneficial owner
(within the meaning of the Directive) resident in that other Member State, except that Luxembourg and Austria will
instead impose a withholding system for a transitional period unless the beneficiary of interest payment elects for
the exchange of information. The rate of this withholding tax is currently 35%. A number of non-EU countries and
territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of
Switzerland) with effect from the same date.
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. If a withholding tax is imposed on a payment made by a paying agent, the
Issuer will be required to maintain a paying agent in a Member State that will not be obliged to withhold or deduct
tax pursuant to the Directive.
The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend
or broaden the scope of the requirements described above.
1.7
Change of Law
The Terms and Conditions of the Notes are based on French law in effect as at the date of this Base Prospectus. No
assurance can be given as to the impact of any possible judicial decision or change in French law or the official
application or interpretation of French law after the date of this Base Prospectus.
1.8
No active Secondary/Trading Market for the Notes
Notes issued under the Programme will be new securities which may not be widely distributed and for which there
may be no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated
with and form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their
initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates,
the market for similar securities, general economic conditions and the financial condition of the Issuer. Although in
relation to Notes to be admitted to trading on the Luxembourg Stock Exchange and/or any other Regulated Market
in the European Economic Area, the Final Terms of the Notes will be filed with the Commission de surveillance du
secteur financier in Luxembourg and/or with the competent authority of the Regulated Market of the European
Economic Area where the Notes will be admitted to trading, which, in the case of Notes to be admitted to trading
on the Luxembourg Stock Exchange shall be the Luxembourg Stock Exchange, there is no assurance that such
filings will be accepted, that any particular Tranche of Notes will be so admitted or that an active trading market
will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for any
particular Tranche of Notes.
1.9
Currency Risk
Prospective investors of the Notes should be aware that an investment in the Notes may involve exchange rate
risks. The reference assets or the Notes may be denominated in a currency other than the currency of the
purchasers home jurisdiction; and/or the reference assets or the Notes may be denominated in a currency other
7

than the currency in which a purchaser wishes to receive funds. Exchange rates between currencies are determined
by factors of supply and demand in the international currency markets which are influenced by macro economic
factors, speculation and central bank and government intervention (including the imposition of currency controls
and restrictions). Fluctuations in exchange rates may affect the value of the Notes or the reference assets.
1.10
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect
the potential impact of all risks related to structure, market, additional factors discussed 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.
1.11
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 the value of the reference assets or an index, including, but not limited to, the volatility of the
reference assets or an index, or the dividend on the securities taken up in the index, market interest and yield rates
and the time remaining to the maturity date.
The value of the Notes, the reference assets or the index depends on a number of interrelated factors, including
economic, financial and political events in France or elsewhere, including factors affecting capital markets
generally and the stock exchanges on which the Notes, the reference assets, the securities taken up in the index, or
the index are traded. The price at which a Noteholder will be able to sell the Notes prior to maturity may be at a
discount, which could be substantial, from the issue price or the purchase price paid by such purchaser. The
historical market prices of the reference assets or an index should not be taken as an indication of the reference
assets or an indexs future performance during the term of any Note.
1.12
French Insolvency Law
Except as otherwise provided by the relevant Final Terms, the Noteholders, in respect of all Tranches in any Series,
will be grouped automatically for the defence of their common interests in a Masse, as defined in Condition 11.
However, under French insolvency law as amended by ordinance no. 2008-1345 dated 18 December 2008 which
came into force on 15 February 2009, related order no. 2009-160 dated 12 February 2009 and law no. 2010-1249
dated 22 October 2010 which came into force on 1 March 2011 and related order no. 2011-236 dated 3 March
2011, holders of debt securities are automatically grouped into a single assembly of holders (the Assembly) if a
safeguard procedure (procédure de sauvegarde), an accelerated financial safeguard procedure (procédure de
sauvegarde accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in
France with respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not
under a debt issuance programme (such as the Programme) and regardless of their governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde), accelerated financial
safeguard (projet de plan de sauvegarde accélérée) 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 payments which are due and/or partially or totally writing-off debts;
-
establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
-
decide to convert debt securities (including the Notes) into securities that give or may give right to share
capital.
Decisions of the Assembly will be taken by a two-third (2/3) majority (calculated as a proportion of the amount of
debt securities held by the holders which have cast a vote at such Assembly). No quorum is required to hold the
Assembly.
8

For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in the Terms
and Conditions of the Notes set out in this Base Prospectus will not be applicable with respect to the Assembly to
the extent they conflict with compulsory insolvency law provisions that apply in these circumstances.
2.
Risks related to the structure of a particular issue of Notes
The Programme allows for different types of Notes to be issued. Accordingly, each Tranche of Notes may carry
varying risks for potential investors depending on the specific features of such Notes such as, inter alia, the
provisions for computation of periodic interest payments, if any, redemption and issue price. Set out below is a
description of the most common of such features:
2.1
Notes subject to optional redemption by the Issuer
Unless in the case of any particular Tranche of Notes the relevant Final Terms specifies otherwise, in the event that
the Issuer would be obliged to increase the amounts payable in respect of any Notes due to any withholding or
deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by the country of domicile (or residence for tax
purposes) by the Issuer, or on behalf of France, or any political subdivision thereof or any authority therein or
thereof having power to tax, the Issuer may, and in some circumstances must, redeem all outstanding Notes in
accordance with the Terms and Conditions.
In addition, if in the case of any particular Tranche of Notes the relevant Final Terms specify that the Notes are
redeemable at the Issuers option in certain other circumstances the Issuer may choose to redeem the Notes at times
when prevailing interest rates may be relatively low. During a period when the Issuer may elect, or has elected, to
redeem Notes, such Notes may feature a market value not substantially above the price at which they can be
redeemed. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable
security at an effective interest rate as high as that of the relevant Notes.
2.2
Fixed Rate Notes
Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in market interest
rates may adversely affect the value of the relevant Tranche of Notes.
2.3
Floating Rate Notes
Investment in Notes which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin to be added
or subtracted, as the case may be, from such base rate. Typically, the relevant margin will not change throughout
the life of the Notes but there will be a periodic adjustment (as specified in the relevant Final Terms) of the
reference rate (e.g., every three months or six months) which itself will change in accordance with general market
conditions. Accordingly, the market value of floating rate Notes may be volatile if changes, particularly short term
changes, to market interest rates evidenced by the relevant reference rate can only be reflected in the interest rate of
these Notes upon the next periodic adjustment of the relevant reference rate.
2.4
Inverse Floating Rate Notes
Inverse floating rate Notes have an interest rate equal to a fixed base rate minus a rate based upon a reference rate.
The market value of such Notes typically is more volatile than the market value of floating rate Notes based on the
same reference rate (and with otherwise comparable terms). Inverse floating rate Notes are more volatile because
an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in
prevailing interest rates, which further adversely affects the market value of these Notes.
2.5
Fixed to Floating Rate Notes
Fixed to floating rate Notes initially bear interest at a fixed rate; conversion from a fixed rate to a floating rate then
takes place either automatically or at the option of the Issuer if certain predetermined conditions are met. The
conversion (whether it be automatic or optional) of the interest rate will affect the secondary market and the market
value of the Notes since the conversion may lead to a lower overall cost of borrowing. If a fixed rate is converted to
a floating rate, the spread on the fixed to floating rate Notes may be less favourable than then prevailing spreads on
comparable floating rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be
lower than the rates on other Notes.
9

2.6
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount tend to
fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing
securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to
conventional interest-bearing securities with comparable maturities.
2.7
Index-Linked Notes
Index-linked Notes are debt securities which do not provide for predetermined redemption amounts and/or interest
payments but amounts due in respect of principal and/or interest will be dependent upon the performance of an
index, which itself may contain substantial credit, interest rate or other risks. The amount of principal and/or
interest, if any, payable by the Issuer might be substantially less than the issue price or, as the case may be, the
purchase price invested by the Noteholder and may even be zero in which case the Noteholder may lose his entire
investment.
Index-linked Notes are not in any way sponsored, endorsed, sold or promoted by the index sponsor or the
respective licensor of the index and such index sponsor or licensor makes no warranty or representation
whatsoever, express or implied, either as to the results to be obtained from the use of the index and/or the figure at
which the index stands at any particular time. Each index is determined, composed and calculated by its respective
index sponsor or licensor, without regard to the Issuer or the Notes. None of the index sponsors or licensors is
responsible for or has participated in the determination of the timing of, prices at, or quantities of the Notes to be
issued or in determination or calculation of the equation by which the Notes settle into cash. None of the index
sponsors or licensors has any obligation or liability in connection with the administration, marketing or trading of
the Notes. The index sponsor or licensor of an index has no responsibility for any calculation agency adjustment
made for the index.
None of the Issuer, the Dealer(s) or any of their respective affiliates makes any representation as to an index. Any
of such persons may have acquired, or during the term of the Notes may acquire, non-public information with
respect to an index that is or may be material in the context of index-linked Notes. The issue of index-linked Notes
will not create any obligation on the part of any such persons to disclose to the Noteholders or any other party such
information (whether or not confidential).
2.8
Inflation-Linked Notes
The decision to purchase inflation-linked Notes involves complex financial appreciations and risks as the inflation
cannot be foreseen with certainty. The yield of Inflation-Linked Notes may be lower than the yield of non
Inflation-Linked Notes. The Issuer makes no representation as to the tax treatment of such Notes or as to the
lawfulness of the purchase of such Notes in any jurisdiction.
2.9
Partly-paid Notes
The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any
subsequent instalment could result in an investor losing all of his investment.
2.10
Zero Coupon Notes
Changes in market interest rates have a substantially stronger impact on the prices of Zero Coupon Notes than on
the prices of ordinary Notes because the discounted issue prices are substantially below par. If market interest rates
increase, Zero Coupon Notes can suffer higher price losses than other Notes having the same maturity and credit
rating. Due to their leverage effect, Zero Coupon Notes are a type of investment associated with a particularly high
price risk.
The prices at which Zero Coupon Notes trade in the secondary market tend to fluctuate more in relation to general
changes in interest rates than to prices for conventional interest-bearing securities of comparable maturities.
2.11
Variable rate Notes with a multiplier or other leverage factor
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other
leverage factors, or caps or floors, or any combination of those features, their market values may be even more
volatile than those for securities that do not include those features.
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