Obligation Groupama Assurances 6.375% ( FR0011896513 ) en EUR

Groupama Assurances

100 % ⇌

France

FR0011896513 ( en EUR )

6.375% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Groupama FR0011896513 en EUR 6.375%, échéance Perpétuelle

28/05/2026 ( Dans 110 jours )

Groupama est un groupe d'assurance mutuelle français opérant dans l'assurance, la banque et la gestion d'actifs, présent en France et à l'international.

L'obligation perpétuelle Groupama (FR0011896513), émise en France et libellée en EUR, affiche actuellement un prix de marché de 100%, offrant un taux d'intérêt de 6,375% avec une fréquence de paiement annuelle.

PROSPECTUS DATED 23 MAY 2014

G R O UP A M A SA
1,100,000,000
F I X E D T O F L O A T IN G R A T E UN D A T E D SE NI O R SU B O RDIN A T E D N O T ES
Issue Price: 100.00 per cent.
The 1,100,000,000 fixed to floating rate undated senior subordinated notes (the Notes) of Groupama SA (the Issuer) will be issued outside
the Republic of France on 28 May 2014.
Each Note will bear interest on its principal amount (i) from (and including) 28 May 2014 (the Issue Date) to (but excluding) 28 May 2024
(the F irst Call Date), at a fixed rate of 6.375 per cent. per annum payable annually in arrear on 28 May in each year, commencing on 28 May
2015 until (and including) the First Call Date and thereafter the Notes will bear interest (ii) from (and including) the First Call Date at a
floating rate equal to 3-month EURIBOR being the Euro-zone inter-bank offered rate for three-month Euro deposits plus a margin of 5.77 per
cent. per annum payable quarterly in arrear on 28 May, 28 August, 28 November and 28 February in each year commencing on 28 August
2024 (subject to adjustment as provided in Condition 4(a), as set out in "Terms and Conditions of the Notes Interest").
Unless previously redeemed or purchased and cancelled, the Notes have no fixed maturity. The Issuer shall have the right (subject to the prior
approval of the Relevant Supervisory Authority) to redeem the Notes, in whole but not in part, on the First Call Date and on any Interest
Payment Date thereafter as further specified in "Terms and Conditions of the Notes Redemption and Purchase". In addition, the Issuer may
(subject to the prior approval of the Relevant Supervisory Authority) redeem the Notes at any time for taxation reasons or following a Capital
Disqualification Event, a Rating Methodology Event or an Accounting Event, as set out in "Terms and Conditions of the Notes

Redemption and Purchase".
The obligations of the Issuer in respect of principal and interest payable under the Notes constitute direct, unsecured and undated Senior
Subordinated Obligations of the Issuer and shall at all times rank pari passu among themselves and pari passu with all other present or future
direct, unsecured, Senior Subordinated Obligations of the Issuer but shall rank in priority to any present and future prêts participatifs granted
to, any titres participatifs issued by, the Issuer and any Deeply Subordinated Obligations of the Issuer, as further described in "Terms and
Conditions of the Notes Status of the Notes and Rights of Noteholders in the event of liquidation".
Payment of interest on the Notes may, in certain circumstances, be deferred, as set out in " Terms and Conditions of the Notes

Interest Interest Deferral " .
Payments in respect of the Notes will be made without deduction for, or on account of, French taxes to the extent set out in "Terms and
Conditions of the Notes Taxation".
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the A M F) in France in its capacity as
competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive 2003/71/EC of 4 November 2003 as
amended (which includes the amendments made by Directive 2010/73/EU) (the Prospectus Directive).
Application has been made for the Notes to be admitted to trading on Euronext Paris as of the Issue Date.
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
The Notes will, upon issue, be inscribed in the books of Euroclear France who shall credit the accounts of the Account Holders (as defined
herein). The Notes will be issued in dematerialised
100,000 each and will at all times, in compliance
with Articles L. 211-3 and R. 211-1 of the French Code monétaire et financier, be represented in book-entry form (inscription en compte) in
the books of the Account Holders, as set out in "Terms and Conditions of the Notes Form, Denomination and Title".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be
offered or sold in the United States or to, or for the benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Notes are expected to be rated "BB" by Fitch Ratings (F itch). The Issuer's insurer financial strength is currently rated "BBB" (positive
outlook) by Fitch. Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended). As
such Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with such Regulation. A rating is not a recommendation
to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by this rating agency. A
revision, suspension, reduction or withdrawal of the rating may adversely affect the market price of the Notes.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled " Risk Factors " before making a decision
to invest in the Notes.
Sole Structuring Advisor
HSB C
Joint Bookrunners
B NP PA RIB AS
C I T I G R O UP
D E U TSC H E B A N K
HSB C

This prospectus constitutes a prospectus (the Prospectus) for the purposes of Article 5.3 of Directive 2003/71/EC
as amended. This Prospectus is to be read in conjunction with any document and/or information which is
incorporated herein by reference (see " Documents Incorporated by Reference" below).
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and
belief of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained or
incorporated by reference in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information. The Issuer confirms that the opinions and intentions expressed in this
Prospectus with regard to the Issuer and the Group (as defined below) are honestly held, have been reached after
considering all relevant circumstances and are based on reasonable assumptions; that there are no other facts or
matters in relation to the Issuer, the Group (as defined below) or the Notes the omission of which would make any
information or statement in this Prospectus misleading in any material respect. Certain information contained in
this Prospectus has been extracted from sources specified in the sections where such information appears. The
Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to
ascertain from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading.
References herein to the Issuer are to Groupama SA. References to the Group are to the Combined Regulatory
Group (as defined in Condition 2 of " Terms and Conditions of the Notes" below) and as more fully described in
" Description of Groupama SA and Groupama Group" .
BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and HSBC Bank plc (the
Joint Bookrunners) have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted
by the Joint Bookrunners as to the accuracy or completeness of the information contained in this Prospectus or any
other information provided by the Issuer in connection with the issue and sale of the Notes. The Joint Bookrunners
do not accept any liability in relation to the information contained in this Prospectus or any other information
provided by the Issuer in connection with the issue and sale of the Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the issue and sale of the Notes is correct as of any
time subsequent to the date indicated in the document containing the same. The Joint Bookrunners do not
undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any
investor in the Notes of any information coming to its attention. Investors should review, inter alia, the most
recently published financial information of the Issuer and the Group when deciding whether or not to subscribe for
or to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by
the Issuer or the Joint Bookrunners that any recipient of this Prospectus should purchase any Notes. Neither this
Prospectus nor any other information supplied in connection with the issue and sale of the Notes constitutes an
offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any person to subscribe for or to
purchase any Notes.
In making an investment decision regarding the Notes, prospective investors should rely on their own independent
investigation and appraisal of (a) the Issuer, its business, its financial condition and affairs and (b) the terms of the
offering, including the merits and risks involved. The contents of this Prospectus are not to be construed as legal,
business or tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit
and related aspects of an investment in the Notes. Potential investors should, in particular, read carefully the
section entitled "Risk Factors" set out below before making a decision to invest in the Notes.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer or the
Joint Bookrunners to subscribe or purchase, any of the Notes. The distribution of this Prospectus and the offering
of the Notes in certain jurisdictions, including the United States, the United Kingdom, France and other Member
States of the European Economic Area, may be restricted by law. Persons into whose possession this Prospectus
2

comes are required by the Issuer and the Joint Bookrunners to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers and sales of Notes and distribution of this
Prospectus, see "Subscription and Sale" below.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the Joint
Bookrunners to give any information or to make any representation not contained in or not consistent with this
Prospectus and any information or representation not so contained or inconsistent must not be relied upon as
having been authorised by or on behalf of the Issuer or the Joint Bookrunners. The delivery of this Prospectus at
any time does not imply that the information contained in it is correct as at any time subsequent to its date.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)).
In this Prospectus, unless otherwise specified or the context requires, references to " euro" , " EUR" and " " are to
the single currency of the participating member states of the European Economic and Monetary Union.

3

F O R W A RD-L O O K IN G ST A T E M E N TS
Certain statements contained or incorporated by reference herein are forward-looking statements including, but not
limited to, statements that are predictions of or indicate future events, trends, plans or objectives, based on certain
assumptions and include any statement that does not directly relate to a historical fact or current fact. The Issuer
and the Group may also make forward-looking statements in its audited annual financial statements, in its interim
financial statements, in its prospectuses, in press releases and other written materials and in oral statements made
by its officers, directors or employees to third parties. Forward-looking statements are typically identified by words
or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect",
"foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional verbs
such as, without limitation, "will", "should", "would" and "could". Undue reliance should not be placed on such
statements, because, by their nature, they are subject to known and unknown risks, uncertainties, and other factors.
Please refer to the section entitled "Risk Factors" below.
The Issuer operates in a continually changing environment and new risks emerge continually. Forward-looking
statements speak only as of the date they are made and the Issuer does not undertake any obligation to update or
revise any of these forward-looking statements, to reflect new information, future events or circumstances or
otherwise.
4

T A B L E O F C O N T E N TS

Title
Page
Risk Factors ................................................................................................................................................ 6
Documents Incorporated by Reference ..................................................................................................... 13
Cross-Reference List ................................................................................................................................. 14
General Description of the Notes .............................................................................................................. 21
Terms and Conditions of the Notes .......................................................................................................... 28
Use of Proceeds ........................................................................................................................................ 45
Description of Groupama SA and Groupama Group ................................................................................ 46
Recent Developments ............................................................................................................................... 47
Taxation .................................................................................................................................................... 49
Financial Information ............................................................................................................................... 53
Subscription and Sale................................................................................................................................ 54
General Information .................................................................................................................................. 57

5

RISK F A C T O RS
The following is a summary of certain aspects of the offering of the Notes of which prospective investors should be
aware. In addition, in purchasing Notes, investors assume the risk that the Issuer may become insolvent or
otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which
individually or together could result in the Issuer becoming unable to make all payments due in respect of the
Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the
Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may
become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in the
2013 Registration Document incorporated by reference herein a number of factors which could materially
adversely affect its business and ability to make payments due under the Notes. Prior to making an investment
decision, prospective investors should consider carefully all of the information set out in this Prospectus, including
in particular the risk factors detailed below. This summary is not intended to be exhaustive and prospective
investors should make their own independent evaluations of all investment considerations and should also read the
detailed information set out elsewhere in this Prospectus. Terms defined in the " Terms and Conditions of the
Notes" shall have the same meaning where used below.
There are certain factors which are material for the purpose of assessing the risks associated with an investment in
the Notes. These factors are in addition to the risks (including the default risk) relating to the Issuer that may affect

1. Risk factors relating to the Notes
Independent Review and Advice
The Notes may not be a suitable investment for all investors. Each prospective investor of Notes must determine,
based on its own independent review and such professional advice as it deems appropriate under the circumstances,
that its acquisition of the Notes is fully consistent with its financial needs, objectives and condition, complies and is
fully consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and
suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the
Notes. A prospective investor may not rely on the Issuer or the Joint Bookrunners or any of their respective
affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
The Notes are undated Senior Subordinated Notes
The obligations of the Issuer in respect of principal and interest under the Notes, constitute direct, unsecured and
undated Senior Subordinated Obligations of the Issuer and shall at all times rank pari passu among themselves and
pari passu with all other present or future direct, unsecured, Senior Subordinated Obligations of the Issuer but shall
rank in priority to any present and future prêts participatifs granted to, any titres participatifs issued by, the Issuer
and any Deeply Subordinated Obligations of the Issuer.
The Notes shall rank in priority to any class of share capital, whether represented by ordinary shares or preference
shares (actions de préférence) issued by the Issuer.
If any judgement is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) or,
following an order of redressement judiciaire, the sale of the whole business (cession totale de l'entreprise) of the
Issuer, or if the Issuer is liquidated for any reason (other than in the circumstances referred to in the exception set
out in Condition 6(h)), the amounts payable to the holders of the Notes (the Noteholders) in respect of principal
and interest (including Arrears of Interest and/or Additional Interest Amounts) shall be subordinated to the
payment in full of all other creditors of the Issuer (including, for the avoidance of doubt, insurance companies and
entities referred to in article R. 322-132 of the French Code des Assurances reinsured by the Issuer and holders of
insurance policies issued by such entities) whose claims are not for any reason subordinated in any manner
provided that, subject to such payment in full, the Noteholders will be paid in priority to lenders of any prêts
participatifs granted to, and holders of titres participatifs issued by, the Issuer and in priority to holders of any
Deeply Subordinated Obligations of the Issuer.
Pursuant to article L. 327-2 of the French Code des assurances, a lien (privilège) over the assets of the Issuer is
granted for the benefit of the Issuer's policyholders. Noteholders, even if they are policyholders of the Issuer, do
not have the benefit of such lien in relation to any amounts which may be due to them under the Notes.
6

Interest deferral
For so long as the compulsory interest provisions set out in Condition 4(f)(3) do not apply, the Issuer may elect to
defer the payment of all (but not some only) of the interest falling due under the Notes on any Optional Interest
Payment Date. Any interest in respect of the Notes not paid on an Optional Interest Payment Date shall constitute
Arrears of Interest and shall be due and payable (together with Additional Interest Amount (if any)) as outlined in
Condition 4(f)(1).
No Limitation on Issuing or Guaranteeing Debt Ranking Senior to or Pari Passu with the Notes or to pledge
its assets
There is no restriction on the amount of debt which the Issuer may issue or guarantee. The Issuer and its
subsidiaries and affiliates may incur additional indebtedness or grant guarantees in respect of indebtedness of third
parties, including indebtedness or guarantees that rank pari passu or senior to the obligations of the Issuer under or
in connecti
direct and materially adverse consequences including, if the Issuer were liquidated (whether voluntarily or
involuntarily), loss by Noteholders of their entire investment. In addition, the Notes do not contain any "negative
pledge" or similar clause, meaning that the Issuer and its subsidiaries and affiliates may pledge its or their assets to
secure other obligations without granting similar security in respect of the Notes.
No scheduled redemption
The Notes are undated securities in respect of which there is no fixed redemption or maturity date. The Issuer is
under no obligation to redeem or repurchase the Notes at any time (except as provided in Condition 6(h) of the
Notes ("Redemption and Purchase Mandatory Redemption") and, in any event, subject always to the prior
approval of the Relevant Supervisory Authority). There will be no redemption at the option of the Noteholders.
Therefore, prospective investors should be aware that they may be required to bear the financial risks of an
investment in the Notes for an indefinite period and may not recover their investment in the foreseeable future.
Redemption Risk
The Notes are undated obligations in respect of which there is no fixed maturity. Nevertheless, subject to the prior
approval of the Relevant Supervisory Authority, the Notes may be redeemed in whole (but not in part), at the
option of the Issuer, (i) on 28 May 2024 and on any Interest Payment Date thereafter (as set out in Condition 6(c))
or (ii) at any time for certain taxation, regulatory, rating methodology or accounting reasons (as set out in
Conditions 6(d), (e), (f) and (g)). In addition, the Notes shall in certain circumstances become immediately due and
payable (as set out in Condition 6(h)).
There can be no assurance that, at the relevant time, Noteholders will be able to reinvest the amounts received upon
redemption at a rate that will provide the same return as their investment in the Notes.
The yield received upon redemption, if any, may be lower than expected (in particular if the market interest rates
decrease), and the redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by
the Noteholder. As a consequence, the Noteholder may not receive the total amount of the capital invested.
Exchange and variation
If at any time the Issuer determines certain taxation, regulatory or rating methodology reasons (as set out in
Conditions 6(d), (e) and (f)) (each a Special Event) has occurred on or after the Issue Date, the Issuer may, as an
alternative to an early redemption of the Notes, on any Interest Payment Date, without the consent of the
Noteholders and subject to certain conditions, (i) exchange the Notes for new notes replacing the Notes, or (ii) vary
the terms of the Notes, so as to cure the relevant Special Event.
Liquidity risks and mar ket value of the Notes
The development or continued liquidity of any secondary market for the Notes will be affected by a number of
factors such as general economic conditions, political events in France or elsewhere, including factors affecting
capital markets generally and the stock exchanges on which the Notes are traded, the financial condition and the
creditworthiness of the Issuer and/or the Group, and the value of any applicable reference rate, as well as other
7

factors such as the complexity and volatility of the reference rate, the method of calculating the return to be paid in
respect of such Notes, the outstanding amount of the Notes, any redemption features of the Notes and the level,
direction and volatility of interest rates generally. Such factors also will affect the market value of the Notes.
Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market, and in extreme circumstances such
investors could suffer loss of their entire investment.
No prior mar ket for the Notes
There is currently no existing market for the Notes, and there can be no assurance that any market will develop for
the Notes or that Noteholders will be able to sell their Notes in the secondary market. There is no obligation to
make a market in the Notes. Application has been made for the Notes to be admitted to trading on Euronext Paris.
Interest rate risk during the Fixed Rate Period
The Notes bear interest at a fixed rate during the Fixed Rate Period, investment in such Notes involves the risk that
subsequent changes in market interest rates may adversely affect the value of the Notes.
Interest rate risk during the Floating Rate Period
Interest on the Notes for each Floating Rate Period shall be calculated on the basis of three (3) month EURIBOR.
This rate is a floating rate and as such is not pre-defined for the lifespan of the Notes; conversely a floating rate
allows investors to follow market changes with an instrument reflecting changes in the levels of yields. Higher
rates mean a higher interest and lower rates mean a lower interest.
There are no events of default under the Notes
The Conditions of the Notes do not provide for events of default (except in case of liquidation of the Issuer)
allowing acceleration of the Notes if certain events occur. Accordingly, if the Issuer fails to meet any obligations
under the Notes, including the payment of any interest, investors will not have the right of acceleration of principal.
Upon a payment default, the sole remedy available to Noteholders for recovery of amounts owing in respect of any
payment of principal or interest on the Notes will be the institution of proceedings to enforce such payment.
Notwithstanding the foregoing, the Issuer will not, by virtue of the institution of any such proceedings, be obliged
to pay any sum or sums sooner than the same would otherwise have been payable by it.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in euro. This presents certain risks relating to currency
financial activities are denominated principally in a currency or currency unit (the
"
") other than euro. These include the risk that exchange rates may significantly change
(including changes due to devaluation of euro or revaluation o
-
-equivalent value of the principal payable on the Notes
-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could
adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than

Modification, waivers and substitution
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including
Noteholders who did not attend or were not represented at the relevant meeting and Noteholders who voted in a
manner contrary to the majority.
8

A Noteholder's effective yield on the Notes may be diminished by the tax impact on that Noteholder of its
investment in the Notes
Payments of interest on the Notes, or profits realised by the Noteholder upon the sale or repayment of the Notes,
may be subject to taxation in its home jurisdiction or in other jurisdictions in which it is required to pay taxes. The
tax impact on Noteholders generally in France and as a result of the entry into force of the EU Directive
2003/48/EC on the taxation of savings income is described under the section entitled "Taxation" below; however,
the tax impact on an individual Noteholder may differ from the situation described for Noteholders generally. The
Issuer advises all investors to contact their own tax advisers for advice on the tax impact of an investment in the
Notes.
Interest payments in respect of the Notes may be subject to the E U Directive on the Taxation of Savings
Income
Under EC Council Directive 2003/48/EC on the taxation of savings income (the E U Savings Directive), Member
States are required since 1 July 2005 to provide to the tax authorities of another Member State details of payments
of interest (or similar income) paid by a person within their jurisdiction to an individual resident in that other
Member State or to certain "residual" entities established in that other Member State.
On 24 March 2014, the Council of the European Union adopted a Council Directive amending and broadening the
scope of the requirements described above. Member States are required to apply these new requirements from 1
January 2017. The changes will expand the range of payments covered by the Savings Directive, in particular to
include additional types of income payable on securities. The Directive will also expand the circumstances in
which payments that indirectly benefit an individual resident in a Member State must be reported. This approach
will apply to payments made to, or secured for, persons, entities or legal arrangements (including trusts) where
certain conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established
or effectively managed outside of the European Union.
For a transitional period, Luxembourg and Austria are instead required (unless during that period they elect
otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period
being dependent upon the conclusion of certain other agreements relating to information exchange with certain
other countries). A number of non-EU countries and territories including Switzerland have adopted similar
measures (a withholding system in the case of Switzerland).
The Luxembourg Government has announced its intention to introduce, as of 1 January 2015, automatic exchange
of information with respect to the Savings Directive.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
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. The tax impact on an individual
Noteholder may differ from the situation described for Noteholders generally. Potential investors are advised not to
rely upon the tax summary con
individual taxation with respect to the acquisition, holding, sale and redemption of the Notes. Only these advisers
are in a position to duly consider the specific situation of the potential investor. This investment consideration has
to be read in connection with the taxation sections of this Prospectus.
The proposed financial transactions tax (the F T T)
The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany,
Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the Participating M ember
States).
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the
Notes (including secondary market transactions) in certain circumstances.
9

Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the
participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a
financial institution, and at least one party is established in a participating Member State. A financial institution
may be, or be deemed to be, "established" in a Participating Member State in a broad range of circumstances,
including (a) by transacting with a person established in a Participating Member State or (b) where the financial
instrument which is subject to the dealings is issued in a Participating Member State.
The FTT proposal remains subject to negotiation between the participating Member States and is the subject of
legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear.
Additional EU Member States may decide to participate. Prospective holders of the Notes are advised to seek their
own professional advice in relation to the FTT.
Foreign Account Tax Compliance Act
The U.S. "Foreign Account Tax Compliance Act" (or FATCA) imposes a new reporting regime and, potentially, a
30% withholding tax with respect to (i) certain payments from sources within the United States, (ii) "foreign
passthru payments" made to certain non-U.S. financial institutions that do not comply with this new reporting
regime, and (iii) payments to certain investors that do not provide identification information with respect to
interests issued by a participating non-U.S. financial institution. Whilst the Notes are held within the clearing
systems, in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any
payment received by the clearing systems. However, FATCA may affect payments made to custodians or
intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or
intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to
any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under
FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it
receives payment) with any information, forms, other documentation or consents that may be necessary for the
payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with
care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each
custodian or intermediary with any information, forms, other documentation or consents that may be necessary for
such
Notes is discharged once it has paid the clearing systems, and the Issuer has therefore no responsibility for any
amount thereafter transmitted through the clearing systems and custodians or intermediaries. Prospective investors
should refer to the section "Taxation United States Foreign Account Tax Compliance Act".
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and
to what extent (1) the Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.
C redit ratings may not reflect all risks
The Notes are expected to be rated "BB" by Fitch Ratings. 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.
Any decline in the credit ratings of the Issuer may affect the mar ket value of the Notes and changes in rating
methodologies may lead to the early redemption of the Notes
Fitch Ratings has assigned a rating of "BBB" (positive outlook) to the Issuer insurer financial strength.
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