Obligation Compagnie FIA 1.125% ( FR0013286788 ) en EUR

Compagnie FIA

100 % ▲

France

FR0013286788 ( en EUR )

1.125% par an ( paiement annuel )

13/10/2027 - Obligation échue

Prospectus brochure de l'obligation Compagnie Fin. Ind. Autoroutes FR0013286788 en EUR 1.125%, échue

100 000 EUR

750 000 000 EUR

Compagnie Financière et Industrielle des Autoroutes (Cofiroute) est une société française de gestion et d'exploitation d'autoroutes, filiale de Meridiam.

L'Obligation émise par Compagnie FIA ( France ) , en EUR, avec le code ISIN FR0013286788, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/10/2027

Base Prospectus dated 5 July 2017

(incorporated as a société anonyme in France)
Euro 3,000,000,000
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), Cofiroute (the Issuer or
Cofiroute), 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 3,000,000,000 (or the equivalent in other currencies).
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 as amended, which implements
Directive 2003/71/EC of 4 November 2003, as amended, 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 will be made to the
Luxembourg Stock Exchange during the period of 12 months from the date of the approval of this Base Prospectus by the CSSF 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, as amended
(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 Dealer (as defined below).
In relation to the Programme, Standard & Poor's Credit Market Services Europe Limited (S&P) has assigned a long-term public issue credit rating of A-.
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, S&P is 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 (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.eu/page/List-registered-and-certified-CRAs) 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

Dealer
NATIXIS

The date of this Base Prospectus is 5 July 2017
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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 (the Prospectus Directive) and contains or incorporates by
reference 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, as well as the 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.
References in this Base Prospectus to Permanent Dealers are to the persons listed above as Dealer and to
such additional persons that are appointed as dealers in respect of the whole Programme (and whose
appointment has not been terminated) and to Dealers are to all Permanent Dealers and all persons
appointed as a dealer in respect of one or more Tranches.
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 as amended (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 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 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). The Notes are being offered and sold outside the United States in offshore transactions to non-
U.S. persons in reliance on Regulation S. 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 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 or incorporated by
reference in this Base Prospectus. None of the Dealers or the Arranger makes any representation, express or
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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
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 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.

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TABLE OF CONTENTS

RISK FACTORS ..................................................................................................................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 16
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS ................... 18
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................................. 19
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................ 20
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 25
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES 62
USE OF PROCEEDS ............................................................................................................................................ 63
DESCRIPTION OF THE ISSUER ........................................................................................................................ 64
RECENT DEVELOPMENTS ............................................................................................................................... 81
DOCUMENTS ON DISPLAY .............................................................................................................................. 82
SUBSCRIPTION AND SALE .............................................................................................................................. 83
FORM OF FINAL TERMS ................................................................................................................................... 87
TAXATION ......................................................................................................................................................... 103
GENERAL INFORMATION .............................................................................................................................. 106

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RISK FACTORS
1. Risk factors relating to the Issuer and its operations
1.1 Operating risks
Concentration of revenue sources
98.7 per cent. of the sales turnover for the year ending 31 December 2016 (excluding revenue from
construction work) of Cofiroute consists of toll revenues received under its two current concession
agreements. These concession agreements consist of the Cofiroute Intercity Network concession agreement
expiring in June 2034 (the Cofiroute Concession Agreement), and to a lesser extent the A86 Duplex Tunnel
concession agreement expiring in December 2086 (the A86 Concession Agreement, together with the
Cofiroute Concession Agreement, the Concession Agreements).

Cofiroute is almost entirely dependent on the revenues generated by the Cofiroute Concession Agreement
(95.6 per cent. of toll revenue). This risk is, however, mitigated by the size of the Cofiroute network and the
number of routes covered.
The Issuer considers that the risks related to the diversification of its business are very limited.

Change in traffic and toll receipts
Toll receipts, which represent the bulk of Cofiroute revenues, depend on the number of paying vehicles,
tariffs and the network's ability to absorb traffic.
A certain number of factors, such as the quality, convenience and travel time of toll-free roads or toll
motorways that are not part of the Cofiroute network, the economic climate and fuel prices in France,
environmental legislation (including measures to restrict motor vehicle use in order to reduce air pollution),
new taxes levied on road infrastructure users, the existence of alternative modes of transport (in particular rail
and air travel) and road users' resistance to tolls (which are linked to inflation) would have an impact on
traffic volumes, which is currently difficult to estimate.
Tariffs and tariff increases are determined by the Cofiroute Concession Agreement and A86 Concession
Agreement. Cofiroute can give no assurance that the tariffs it is authorised to charge will be sufficient to
guarantee an adequate level of profitability.
Moreover, a change in the toll collection technologies in France (such as in other European countries) may
also be contemplated. However, it is not possible to estimate all the consequences in term of revenues and
costs for Cofiroute at this stage.
Changes in the inflation rate
Toll rate adjustments are based on annual changes in the French consumer price index (excluding tobacco).
Accordingly, Cofiroute is exposed to the risk of a decline in the rate of inflation. A decrease in the inflation
rate would result in lower toll rate increases, which could adversely affect the evolution of Cofiroute's net
operating cash flows. Conversely, an increase in the inflation rate would result in toll rate increases which
could have an adverse effect on traffic.
Traffic saturation on certain motorways
Some parts of Cofiroute's motorways may become saturated at certain peak periods of the year, especially in
summer. Cofiroute is working with the French State and the relevant local authorities to identify solutions to
reduce traffic to acceptable levels. For example, certain investments of the French government's stimulus plan
relate to the widening of sections of the A10 motorway near Orleans and Tours, in order to reduce congestion.
However, no assurance can be given that other saturation problems will be resolved at an acceptable cost to
Cofiroute, or that the problems will not lead to new concessions being awarded to competitors. At present,
Cofiroute estimates that traffic saturation does not have a material impact on its revenue.
Regulatory environment
Cofiroute operates in a highly regulated environment and its results are influenced by government toll road
policies.
As in all highly regulated industries, regulatory changes could affect Cofiroute's business. However, in the
event of a change in technical regulations related directly to the concession that could impair the equilibrium
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of concession operations, Cofiroute and the French State will negociate compensatory measures under
concession regulatory environment. Cofiroute can give no assurance that such negociations would cover the
entire cost of any losses that Cofiroute may suffer.
The concessionaire is liable for all current and future taxes relating to the concession. However, under the
terms of the Concession Agreements, in the event of a change in tax rules relating to motorways or the
introduction of new taxes on motorway operators during the life of the relevant concession agreement that
may change the financial balance of the relevant concession, the French State and the concessionaire will
enter into negotiations to mutually agree on any compensatory measures to be taken to ensure that economic
and financial conditions remain unchanged.
State termination and buy-out option

From 31 December 2027, the French State will have the right to buy back the Cofiroute concession, on 1
January of each year, subject to giving one year's notice.

If the buyback option is exercised, the concessionaire will be entitled to compensation corresponding to
annual payments based on revenues minus operating, maintenance and renewal expenses over the remaining
term of the relevant concession and a sum of normative net book value (based on a linear depreciation over 15
years) of the last 15 years investments before the year in which the buyback is completed (See paragraph 1.4
entitled "State buyback option" in the Description of the Issuer section).

In addition, the French State may terminate the Cofiroute Concession Agreement due to a serious breach of
Cofiroute's contractual obligations (except in case of force majeure). In this case, the concession would be
awarded to a new operator under a competitive bidding process and Cofiroute would receive the bid price
paid by the new concessionaire (See paragraph 1.4 entitled "Termination for default" in the Description of the
Issuer section).

However, Cofiroute can give no assurance that this price will cover all of its liabilities. Moreover, if no
operator were found, Cofiroute would be entitled to no compensation.

From the 31 December 2031, the French State has the right to terminate the Cofiroute Concession Agreement
when Cofiroute reaches a cap on return based on the cumulative evolution of its operating income since 2006.
Expiry of Concession Agreements, return of assets to the French State

Substantially all of Cofiroute's revenues are derived from operations under the Concession Agreements. When
the Concession Agreements expire, Cofiroute will be required to surrender substantially all of the related
assets to the French State, without compensation.

Increased competition

Cofiroute is exposed to competition from alternative road networks and also from alternative means of
transport (in particular rail and air travel).

Cofiroute's network is in competition with several toll-free roads, in particular the RN12 from Paris to
Brittany and the RN20, which is an alternative to the A10 and A71 motorways.

French transport policy currently focuses on restoring the balance among the various modes of transport.
Efforts are being made to limit traffic by heavy goods vehicles by encouraging freight back onto rail, with the
target of at least doubling rail freight in the next ten years. At a European level, the European Commission's
2001 White Paper targets the rebalancing of modes of transport by 2030. This less ambitious goal takes into
account the fact that only a small proportion of freight is currently carried by rail, and that road shipping still
remains the main means of transport over short distances, where alternative means of transport do not yet
match with the current needs of the economy. Cofiroute considers that competition from rail is currently
limited.

Up to now, passenger traffic on the high-speed train links does not represent a material source of competition
for the Cofiroute network, as illustrated by the traffic trend in motorways following the same routes over the
past years.

Labour unrest and damage or destruction of sections of Cofiroute's motorways could adversely affect
Cofiroute's revenues, operations' results and financial condition
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Like all motorway concessionaires, Cofiroute faces potential risks from labour unrest, natural disasters such
as earthquakes, flooding, landslides or subsidence, collapse or destruction of sections of motorway or the
spillage of hazardous substances. The occurrence of any such events could lead to a significant decline in toll
revenues from Cofiroute's motorways or a significant increase in expenditures for the operation, maintenance
or repair of the Cofiroute network. Although Cofiroute carries all necessary risk and accident insurance, there
can be no assurance that these policies would cover all of the incremental costs resulting from damage to the
network. Cofiroute does not carry business interruption insurance covering the loss of toll receipts as a result
of strike action or blockages of toll booths by protestors or as a result of accidents or damage to roads, tunnels
or bridges.

1.2 Construction risks
The large-scale construction projects expose Cofiroute to the risk of shortages of materials or labour, higher
material or labour costs, general factors affecting economic activity and the credit market, business failures by
contractors or subcontractors, work stoppage due to bad weather or unforeseen engineering or environmental
problems. Under the Concession Agreements, remedies can be sought in case the construction of a motorway
fails to meet the initial schedule or a section of motorway is not made available on time.

Although Cofiroute has significant experience and seeks to limit this risk in its agreements with contractors, no
assurance can be given that these factors will not, under certain circumstances, have an adverse effect on
Cofiroute. This risk is however limited considering that the entire conceded network has already been built.

1.3 Environmental risks
Cofiroute incurs, and will continue to incur, costs to comply with environmental, health and safety laws and
regulations.

These include regulations covering noise pollution, water protection, air quality and atmospheric pollution,
waste prevention, greenhouse gas emissions, protection of sites of archaeological interest, national parks,
nature reserves, classified sites, "Natura 2000" sites (conservation areas for the protection of natural habitats
and rare species of plants and animals), forest fire prevention and waste disposal. Cofiroute may be subject to
stricter laws and regulations in the future, thereby incurring higher compliance costs. In the case of an accident
or damage to the environment, Cofiroute may be subject to personal injury or property damage claims or legal
proceedings for harm to natural resources. The business or profitability may be adversely affected if Cofiroute
is unable to cover environmental protection costs or costs arising from its partial liability for any accidents, by
raising the tariffs pursuant to the terms of the Concession Agreements.

Cofiroute complies with all applicable environmental regulations and standards and has set up a quality control
system covering its activities in building, operation and maintenance. Formal design and management
standards as well as guidelines have been issued, spanning all aspects of the business. Since December 2011,
all of Cofiroute's construction, maintenance and operating activities relating to the motorway network
(including tunnels) have had ISO 14001 environmental management certification. The Sustainable
Development and Quality Department of Cofiroute, which is separate from operational departments, co-
ordinates environmental initiatives, ensures that they are applied correctly and measures the results.

Respect for the environment is a central priority for Cofiroute, which aims to continuously improve its
environmental performance and prevent pollution. In partnership with all stakeholders, including nature
preservation associations, Cofiroute acts to implement appropriate solutions on the issues of noise, water, air
quality, greenhouse gas emissions and biodiversity. Preservation of natural resources, energy savings and
optimisation of waste management in the operating centres and on the Cofiroute network are also priorities.

Further information is available in the section entitled "Environmental information" in paragraph 6.2 of the
Board of Directors' management report contained in the Issuer's annual financial report 2016.

1.4 Market risks
Liquidity risks

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Cofiroute's exposure to liquidity risk relates to its obligation to its existing debt and to obtaining financing in
future for working capital needs, capital expenditure and general purposes.

At 31 December 2016, Cofiroute's net financial debt was 4,115 million. The repayment schedule of the
nominal long term debt (3,907 million) is as follows:

For the refinancing of maturing debt and financing of future expenditures, Cofiroute will have recourse
mainly to the bond market and the banking system.

At 31 December 2016, Cofiroute had a net cash managed of 9.6 million and unused revolving facilities for a
total amount of 500 million maturing in 2021. Financial terms of bank credit lines of 500 million are
determined based on a leverage ratio.

Taking into account of net cash managed and unused credit facilities (0.5 billion), Cofiroute's liquidity
position at 31 December 2016 was 0.5 billion covering the total amount of external long term debt to be
redeemed up to 2017.

Cofiroute's financing agreements (bonds, bank loans and credit facilities) do not include financial covenants
that may trigger default event.

The EIB (European Investment Bank) loan contracts provide a rating clause under which, if Cofiroute is
downgraded, the parties shall consult one another in order to provide the lender with sufficient information to
assess the situation. Following such consultation, the EIB is authorised to request the provision of guarantees
or collateral in its favour. If Cofiroute fails to satisfy this request within a reasonable time, the EIB may
require an early redemption of the loans. Since the execution of the loans mentioned above, the Issuer has
been downgraded. The EIB after having considered Cofiroute's situation following such downgrade, has not
requested the provision of guarantees or collateral.

At 31 December 2016, Cofiroute was rated by Standard & Poor's as follows: long-term: A- with stable
outlook.

Interest rate risk

Due to the level of its net financial debt, Cofiroute may be affected by the evolution of the euro zone interest
rates. Cofiroute intends to preserve and optimise its financial results on a long term basis by implementing an
interest rate hedging policy based on a targeted allocation of net financial debt between fixed rate, capped
rate, inflation linked rate and floating rate depending on the level of leverage measured by the net financial
debt/EBITDA 1ratio. The Treasury Committee of Cofiroute, which comprises the VINCI Executive Vice

1 Cash flows from/(used in) operations before tax and financing costs
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President and CFO, the VINCI Autoroutes CFO and the VINCI group Treasurer and which meets regularly,
follows the interest rate exposure of Cofiroute and implements the coverage policy.

In connection with the coverage policy, Cofiroute implements some hedging instruments in the form of
options or swaps.

At 31 December 2016, 53 per cent. of Cofiroute's long-term gross debt was at a fixed rate and 47 per cent.
was at a floating rate.

Foreign exchange risk

Given that almost all of Cofiroute's business is carried out in France, its exposure to foreign exchange risk is
very limited.

1.5 Legal risks
As part of the ordinary course of its business, the Issuer is subject to a number of administrative proceedings
and civil actions relating to the construction, operation and management of the Issuer's network.

Cofiroute considers that its insurance policies provide adequate coverage of material potential risks, with its
general civil liability covered up to 30 million per claim. Cover for losses arising from liability claims for
accidental environmental damage amounts to 1.5 million per claim and for total claims per insurance year at
Cofiroute. Companies that participate in the construction of motorways are required to carry insurance
covering their own liability. Although Cofiroute has property and casualty and liability insurance, it can give
no assurance that these policies will cover the total amount of claims related to the construction, maintenance
or operation of the motorways, bridges and tunnels.

1.6 Risk related to the Toll Collect
Cofiroute has a 10 per cent. interest in a consortium that finances, develops and operates an automated heavy
goods vehicle toll collection service on the German motorway network. The operating company is Toll Collect
GmbH.

The two majority partners of the consortium, Deutsche Telekom and Daimler Financial Services (formerly
DaimlerChrysler Services AG), have entered into arbitration proceedings with the German government in
relation to commercial disputes. Cofiroute is not a party to such proceedings.

The Issuer's liability in the consortium and in the operating company is limited to 70 million by contractual
arrangements with the two majority partners, with such amount having been fully paid as at 31 December 2004
and fully written down by the Issuer. Additional financing and guarantees in the context of this project have
been and will be (if necessary) provided by the two majority partners of the consortium. The two majority
partners have undertaken to indemnify the Issuer from any liability in connection with it being a member of
the consortium that would exceed the 70 million maximum contribution, including advance payments in
certain instances.

The consortium has undersigned a new contract with the Bund and has successfully implemented an
extension of 2,000 km of federal road in 2015 and an extension to trucks with a weight between 7.5 and 12
tonnes. The general contract scheduled to end in 2015 has been extended to 2018 with a change order. After
talks lasting nine months, Toll Collect and the German Ministry of Transport have signed a contract in 2016
worth approximately 500 million to extend the existing toll collection system to 40,000 km of federal roads.
2. 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. Terms
used but not defined in this section will have the meaning given to them in the section entitled "Terms and
Conditions of the Notes".
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2.1.
General Risks Relating to the Notes
2.1.1.
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.
2.1.2.
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. However, none of the Issuer, or any legal entity belonging to the group, provides,
nor contributes to any index which would constitute an underlying to any index-linked Notes issued under the
Programme.
Potential conflicts of interest may arise between the calculation agent, if any, for a Tranche of Notes and the
Noteholders (including where a Dealer acts as a calculation agent), 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.
2.1.3.
Dealers transacting with the Issuer
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in financing, in
investment banking and/or commercial banking transactions with, and may perform services for the Issuer
and its affiliates in the ordinary course of business. Certain of the Dealers and their affiliates may have
positions, deal or make markets in the Notes issued under the Programme, related derivatives and reference
obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuer and its
affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or other
trading activities.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or
hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers. Such investments and securities activities may involve securities and/or instruments of the Issuer
or the Issuer's affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the
Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management
policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the creation of short positions in securities,
including potentially the Notes issued under the Programme. Any such positions could adversely affect future
trading prices of Notes issued under the Programme. The Dealers and their affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments. For the purpose of this paragraph the term "affiliates" includes
also parent companies.
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WS0101.23827319.1WS0101.25686681.1