Obligation Pernod-Ricard SA 0% ( FR0013456423 ) en EUR

Pernod-Ricard SA

100 % ⇌

France

FR0013456423 ( en EUR )

24/10/2023 - Obligation échue

Prospectus brochure de l'obligation Pernod-Ricard S.A FR0013456423 en EUR 0%, échue

Pernod Ricard S.A. est une société multinationale française spécialisée dans la fabrication et la distribution de vins et spiritueux, possédant un large portefeuille de marques internationales.

L'Obligation émise par Pernod-Ricard SA ( France ) , en EUR, avec le code ISIN FR0013456423, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/10/2023

Prospectus dated 22 October 2019
(a société anonyme established with limited liability in the Republic of France)
500,000,000 0.000 per cent. Notes due October 2023
Issue Price: 99.912 per cent.
500,000,000 0.500 per cent. Notes due October 2027
Issue Price: 99.711 per cent.
500,000,000 0.875 per cent. Notes due October 2031
Issue Price: 98.750 per cent.
The 500,000,000 aggregate principal amount of 0.000 per cent. Notes due October 2023 (the "2023 Notes") of Pernod Ricard S.A. (the "Issuer")
will be issued on 24 October 2019 (the "2023 Notes Issue Date") in the denomination of 100,000 each.
Each 2023 Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 24 October 2023 (the "2023 Notes
Maturity Date") at a fixed rate of 0.000 per cent. per annum payable annually in arrears on 24 October in each year and commencing on 24 October
2020, as further described in "Terms and Conditions of the 2023 Notes Interest".
The 500,000,000 aggregate principal amount of 0.500 per cent. Notes due October 2027 (the "2027 Notes") of the Issuer will be issued on 24
October 2019 (the "2027 Notes Issue Date") in the denomination of 100,000 each.
Each 2027 Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 24 October 2027 (the "2027 Notes
Maturity Date") at a fixed rate of 0.500 per cent. per annum payable annually in arrears on 24 October in each year and commencing on 24 October
2020, as further described in "Terms and Conditions of the 2027 Notes Interest".
The 500,000,000 aggregate principal amount of 0.875 per cent. Notes due October 2031 (the "2031 Notes") of the Issuer will be issued on 24
October 2019 (the "2031 Notes Issue Date" and together with the 2023 Notes Issue Date and the 2027 Notes Issue Date, the "Issue Date") in the
denomination of 100,000 each.
Each 2031 Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 24 October 2031 (the "2031 Notes
Maturity Date") at a fixed rate of 0.875 per cent. per annum payable annually in arrears on 24 October in each year and commencing on 24 October
2020, as further described in "Terms and Conditions of the 2031 Notes Interest".
References to "Terms and Conditions of the Notes" are either references to "Terms and Conditions of the 2023 Notes" or to "Terms and Conditions
of the 2027 Notes" or to "Terms and Conditions of the 2031 Notes", references to "Maturity Date" are either to "2023 Notes Maturity Date" or to
"2027 Notes Maturity Date" or to "2031 Notes Maturity Date", and references to "Notes" are either to "2023 Notes" or "2027 Notes" or "2031
Notes".
The Issuer may, at its option, (i) (a) from and including 24 September 2023 to but excluding the 2023 Notes Maturity Date (as defined below),
redeem the 2023 Notes outstanding on any such date, in whole (but not in part), at par plus accrued interest, as described under "Terms and
Conditions of the 2023 Notes Redemption and Purchase Redemption at the Option of the Issuer Pre-Maturity Call Option", (b) from and
including 24 July 2027 to but excluding the 2027 Notes Maturity Date (as defined below), redeem the 2027 Notes outstanding on any such date, in
whole (but not in part), at par plus accrued interest, as described under "Terms and Conditions of the 2027 Notes Redemption and Purchase
Redemption at the Option of the Issuer Pre-Maturity Call Option" and (c) from and including 24 July 2031 to but excluding the 2031 Notes
Maturity Date (as defined below), redeem the 2031 Notes outstanding on any such date, in whole (but not in part), at par plus accrued interest, as
described under "Terms and Conditions of the 2031 Notes Redemption and Purchase Redemption at the Option of the Issuer Pre-Maturity Call
Option", (ii) at any time and from time to time redeem all or any of the Notes prior to the Maturity Date and in accordance with the provisions set out
in "Terms and Conditions of the Notes Redemption and Purchase Redemption at the Option of the Issuer Make Whole Redemption by the
Issuer" and (iii) at any time prior to the Maturity Date, redeem the Notes, in whole (but not in part), at par plus accrued interest, if 80 per cent. of the
Notes have been redeemed or purchased and cancelled, in accordance with the provisions set out in "Terms and Conditions of the Notes Redemption
at the Option of the Issuer Clean-Up Call Option".
The Issuer may also, at its option, and in certain circumstances must, redeem all (but not some only) of the Notes at any time at par plus accrued
interest in the event of certain tax changes, as further described in "Terms and Conditions of the Notes Redemption for Taxation Reasons". In
addition, each Noteholder may, at its option, in the event of a Change of Control, request from the Issuer the redemption of some or all of the Notes
held by it at their principal amount plus accrued interest, as further described in "Terms and Conditions of the Notes - Redemption following a
Change of Control".
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on their respective Maturity Dates.
This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of the Regulation
(EU) No. 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or
admitted to trading, as amended (the "Prospectus Regulation").
Application has been made to the Autorité des marchés financiers in France (the "AMF") in its capacity as competent authority pursuant to the
Prospectus Regulation and pursuant to the French Code monétaire et financier for the approval of this Prospectus for the purposes of the Prospectus

Regulation. The AMF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject
of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Articles L. 211-3 and
R.211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders. No physical document
of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the
Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts 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. They may not be offered, sold or delivered in or
within the United States or to, or for the account or benefit of, U.S. person, unless the Notes are registered under the Securities Act of 1933 or
an exemption from the registration requirements of the U.S. Securities Act of 1933 is available.
The Notes are expected to be assigned a rating of BBB+ by Standard & Poor's Ratings Services and Baa1 by Moody's Investors Service. The long-
term debt of the Issuer has been assigned a rating of BBB+ (with stable outlook) by Standard & Poor's Ratings Services and Baa1 (with stable
outlook) by Moody's Investors Service. 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 the relevant rating agency. A revision, suspension, reduction or withdrawal of a rating may adversely affect
the market price of the Notes.
The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) No. 1060/2009 on credit rating
agencies, as amended (the "CRA Regulation"), as having been issued by Standard & Poor's Ratings Services and Moody's Investors Service.
Standard & Poor's Ratings Services and Moody's Investors Service. are established in the European Union and included in the list of credit rating
agencies registered under the CRA Regulation, published on the European Securities and Markets Authority's website
(www.esma.europa.eu/supervision/credit-rating-agencies/risk) as of the date of this Prospectus.
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.
Copies of this Prospectus and the documents incorporated by reference will be published on the website of the Issuer (www.pernod-ricard.com).
Copies of this Prospectus will be published on the website of the AMF (www.amf-france.org).
This Prospectus has been approved on 22 October 2019 under the approval no. 19-501 by the AMF, in its capacity as competent authority under
Regulation (EU) No. 2017/1129.
The AMF has approved this Prospectus after having verified that the information it contains is complete, coherent and comprehensible.
This approval is not a favourable opinion on the Issuer and on the quality of the Notes described in this Prospectus. Investors should make their own
assessment of the opportunity to invest in such Notes.
It is valid until the date of admission of the Notes to trading on Euronext Paris and shall be completed by a supplement to the Prospectus in the event
of new material facts or substantial errors or inaccuracies.
JOINT LEAD MANAGERS AND GLOBAL COORDINATORS
BNP PARIBAS
CRÉDIT AGRICOLE CIB
JOINT LEAD MANAGERS
COMMERZBANK
DEUTSCHE BANK AG
ING
MIZUHO SECURITIES
MORGAN STANLEY
MUFG
NATWEST MARKETS
SANTANDER CORPORATE & INVESTMENT BANKING
SMBC NIKKO
STANDARD CHARTERED BANK
UNICREDIT BANK

This Prospectus comprises a prospectus for the purposes of Regulation (EU) No. 2017/1129 (the "Prospectus
Regulation") and for the purpose of giving information with regard to the Issuer, the Issuer and its consolidated
subsidiaries taken as a whole (the "Group") and the Notes which according to the particular nature of the Issuer
and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Issuer, the rights attaching to the Notes and the reasons of
the issuance and its impact on the Issuer.
Certain information contained in this Prospectus and/or documents incorporated by reference herein 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.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see
section "Documents Incorporated by Reference"). This Prospectus shall be read and construed on the basis that
such documents are incorporated in, and form part of, this Prospectus.
The Joint Lead Managers (as defined under the section "Subscription and Sale") 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 Lead Managers or any of their affiliates as to the
accuracy or completeness of the information contained or incorporated in this Prospectus or any other information
provided by the Issuer in connection with the issue and sale of the Notes.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the Joint
Lead Managers or any of their affiliates to give any information or to make any representation other than those
contained in this Prospectus and if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or the Joint Lead Managers or any of their affiliates.
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 is correct at any time subsequent to the date hereof. The Joint Lead
Managers 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 their attention. Investors should review, inter alia,
the documents incorporated by reference into this Prospectus 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 any of the Joint Lead Managers 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 any of the Joint Lead Managers 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 to sell or the solicitation of an offer to buy any Notes in any
jurisdiction where, or to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or that
any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating
any such distribution or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers
which would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where
action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe,
any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there
are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the United
Kingdom and France (see section "Subscription and Sale").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The Notes may not be offered, sold or 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")), unless the
Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities
Act is available.

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive No.
2014/65 (as amended, MiFID II); or (ii) a customer within the meaning of Directive No. 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014,
as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines
on MiFID II product governance requirements published by ESMA dated 5 February 2018, has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "Distributor")
should take into consideration the manufacturers' target market assessment; however, a Distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
Suitability of investment in the Notes
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 risk inherent in investing in or holding the Notes.
Each prospective investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each prospective investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its own
financial situation, an investment in the Notes and the impact that any such investment will have on its
overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear the risks of an investment in the Notes,
including any currency exchange risk due to the fact that the prospective investor's currency is not
Euro;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of the financial
markets and any relevant indices;
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the risks of such
investment; and
(vi)
consult its own advisers as to legal, tax and related aspects of an investment in the Notes.
Considerations for investors relating to the credit rating of the Notes
The rating assigned to the Notes by the rating agency is based on the Issuer's financial situation, but takes into
account other relevant structural features of the transaction, including, inter alia, the terms of the Notes, and
reflects only the views of the rating agency. The rating may not reflect the potential impact of all risks related to
structure, market, additional factors discussed in this paragraph, and other factors that may affect the value of the
Notes. The rating addresses the likelihood of full and timely payment to the Noteholders of all payments of interest
on each interest payment date and repayment of principal on the final payment date. There is no assurance that
any such rating will continue for any period of time or that they will not be reviewed, revised, suspended or
withdrawn entirely by the rating agency as a result of changes in or unavailability of information or if, in the
rating agency's judgement, circumstances so warrant. A credit rating and/or a corporate rating are not a
recommendation to buy, sell or hold securities. Any adverse change in an applicable credit rating could adversely
affect the trading price for the Notes.

Considerations on 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 (including as a result of change in law). Potential investors are advised to ask for
their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and
redemption of the Notes.
A number of Member States of the European Union are currently negotiating to introduce a financial transactions
tax ("FTT") in the scope of which transactions in the Notes may fall. The scope of any such tax is still uncertain as
well as any potential timing of implementation. If an FTT applying to debt instruments is adopted transactions in
the Notes would be subject to higher costs, and the liquidity of the market for the Notes may be diminished.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.
Consideration on potential conflict of interest with the Joint Lead Managers
Certain of the Joint Lead Managers (as defined in section "Subscription and Sale" below) and their affiliates have
engaged, and may in the future engage, 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. In addition, in the
ordinary course of their business activities, the Joint Lead Managers 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 Issuer's affiliates.
Certain of the Joint Lead Managers 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
Joint Lead Managers 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. Any such short positions could adversely affect future trading prices of the Notes. The Joint Lead Managers
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.

TABLE OF CONTENTS
Title
Page
RISK FACTORS ................................................................................................................................................ 1
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 6
TERMS AND CONDITIONS OF THE 2023 NOTES ................................................................................... 10
TERMS AND CONDITIONS OF THE 2027 NOTES ................................................................................... 22
TERMS AND CONDITIONS OF THE 2031 NOTES ................................................................................... 34
DESCRIPTION OF THE ISSUER ................................................................................................................. 47
RECENT DEVELOPMENTS ......................................................................................................................... 48
SUBSCRIPTION AND SALE ......................................................................................................................... 52
GENERAL INFORMATION .......................................................................................................................... 54
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ...................... 57
A40248708/1.0/22 Oct 2019
i

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All of
these factors are contingencies which may or may not occur.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the
Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes,
but the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for
other reasons and the Issuer does not represent that the statements below regarding the risks of holding the Notes
are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including any
documents incorporated by reference herein) and reach their own views prior to making any investment decision.
The terms defined in "Terms and Conditions of the 2023 Notes" or in "Terms and Conditions of the 2027 Notes" or
in "Terms and Conditions of the 2031 Notes" shall have the same meaning when used below.
References to "Terms and Conditions of the Notes" are either references to "Terms and Conditions of the 2023
Notes" or to "Terms and Conditions of the 2027 Notes" or to "Terms and Conditions of the 2031 Notes",
references to "Maturity Date" are either to "2023 Notes Maturity Date" or to "2027 Notes Maturity Date" or to
"2031 Notes Maturity Date" and references to "Notes are either to "2023 Notes" or "2027 Notes" or "2031
Notes".
1. RISK FACTORS RELATING TO THE ISSUER
The risks relating to the Issuer are set out on pages 114 to 115, 123 to 142, 192 and 201 to 202 of the 2019
Universal Registration Document (as defined in section "Documents Incorporated by Reference") and include the
following:
-
Risks relating to business activities (including risks relating to pressure on prices, geopolitical and
macroeconomic instability, negative media/social media campaign, brand portfolio challenges and non-
adaptation to new trends, product quality issue, supply disruption, talent management and fraud);
-
Industrial and environmental risks (including climate change and environmental damage, loss of major
site/strategic inventory, toxic contamination and human safety risk)
-
Legal and regulatory risks (including regulatory changes, major litigation and counterfeiting/IP rights);
and
-
Financial risks (including FX, interest rates and credit and pensions.
2. RISK FACTORS RELATING TO THE NOTES
An investment in the Notes involves certain risks associated with the characteristics of the Notes. Such risks could
result in principal or interest not being paid on time or at all by the Issuer and/or a material impairment of the
market price of the Notes or Noteholders losing all or some of their investment should the Issuer become insolvent.
The following is a description of risk factors in relation to the Notes which set out the most material risks, taking
into account the negative impact of such risks on the Issuer and the probability of their occurrence in each
category below.
2.1 Economic and Legal Risks relating to the Notes
French insolvency law
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of holders
(the "Assembly") in order to defend their common interests if a preservation procedure (procédure de sauvegarde),
an accelerated preservation procedure (procédure de sauvegarde accélérée), an accelerated financial preservation
procedure (procédure de sauvegarde financière 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) regardless of their governing law. The Assembly deliberates on
A40248708/1.0/22 Oct 2019
1

the proposed preservation plan (projet de plan de sauvegarde), proposed accelerated preservation plan (projet de
plan de sauvegarde accélérée), proposed accelerated financial preservation plan (projet de plan de sauvegarde
financière accélérée) or judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and
may notably agree to:

increase the liabilities (charges) of holders of debt securities (including the Noteholders) by
rescheduling due payments and/or partially or totally writing off receivables in form of debt securities;

establish an unequal treatment between holders of debt securities (including the Noteholders) if the
differences in situation so justify; and/or

convert debt securities (including the Notes) into securities that give or may give right to share capital.
Stipulations relating to the representation of holders of the Notes provided in Condition 9 (Representation of the
Noteholders) of the Terms and Conditions of the Notes will not be applicable if they depart from any imperative
provisions of French insolvency law that may be applicable.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities
held by the holders expressing a vote). No quorum is required to convoke the Assembly.
The procedures, as described above or as they will or may be amended, could have a material and adverse impact
on holders of the Notes seeking repayment in the event that the Issuer or its subsidiaries were to be subject to
French insolvency proceedings.
It should be noted that a directive "on preventive restructuring frameworks, on discharge of debt and
disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and
discharge of debt, and amending Directive (EU) No. 2017/1132" has been adopted by the European Union on
20 June 2019. Once transposed into French law (which should happen by 17 July 2021 at the latest), such directive
should have a material impact on French insolvency law, especially with regard to the process of adoption of
restructuring plans under insolvency proceedings.
According to this directive, "affected parties" (including notably creditors and therefore the Noteholders) shall be
treated in separate classes which reflect certain class formation criteria for the purpose of adopting a restructuring
plan. Classes shall be formed in such a way that each class comprises claims or interests with rights which reflects
sufficient commonality of interest based on verifiable criteria. As a minimum, secured and unsecured claims shall
be treated in separate classes for the purpose of adopting a restructuring plan. A restructuring plan shall be deemed
to be adopted by affected parties, provided that a majority in the amount of their claims or interests is obtained in
each and every class (the required majorities shall be laid down by Member States at not higher than 75% in the
amount of claims or interests in each class, it being noted that Member States may require that in addition a
majority in number of affected parties be obtained in each class). If the restructuring plan is not approved by each
and every class of affected parties, the plan may however be confirmed by a judicial or administrative authority by
applying a cross-class cram-down, provided notably that:

the plan has been notified to all affected parties;

the plan complies with the best interest of creditors test (i.e., no dissenting creditor would be worse off
under the restructuring plan than they would be in the event of liquidation, whether piecemeal or sale as
a going concern or in the event of the next-best-alternative scenario if the restructuring plan were not to
be confirmed);

where applicable, any new financing is necessary to implement the restructuring plan and does not
unfairly prejudice the interest of creditors;

the plan has been approved by a majority of the voting classes of affected parties, provided that at least
one of those classes is a secured creditors class or is senior to the ordinary unsecured creditors class; or,
failing that, by at least one of the voting classes of affected parties or where so provided under national
law, impaired parties, other than an equity-holders class or any other class which, upon a valuation of
the debtor as a going-concern, would not receive any payment or keep any interest, or, where so
provided under national law, which could be reasonably presumed not to receive any payment or keep
any interest, if the normal ranking of liquidation priorities were applied under national law;
A40248708/1.0/22 Oct 2019
2

the plan complies with the relative priority rule (i.e. dissenting voting classes of affected creditors are
treated at least as favourably as any other class of the same rank and more favourably than any junior
class). By way of derogation, Member States may instead provide that the plan shall comply with the
absolute priority rule (i.e., a dissenting voting class of creditors must be satisfied in full before a more
junior class may receive any distribution or keep any interest under the restructuring plan); and

no class of affected parties can, under the restructuring, plan receive or keep more than the full amount
of its claims or interests.
Therefore, in case of insolvency proceedings opened in respect of the Issuer and governed by French law, as
amended further to the transposition of the said directive by the French authorities, it cannot be excluded that the
Noteholders will no longer deliberate on the proposed restructuring plan in a separate assembly, meaning that they
will no longer benefit from a specific veto power on this plan. Instead, as any other affected parties, the Noteholders
may be grouped into one or several classes (with potentially other types of creditors) and their dissenting vote may
possibly be overridden by a cross-class cram down, where applicable.
The commencement of insolvency proceedings against the Issuer could have a material adverse effect on the market
value of Notes issued by the Issuer. Any decisions taken by the Assembly or a class of affected parties, as the case
may be, could negatively and significantly impact the Noteholders and cause them to lose all or part of their
investment, should they not be able to recover all or part of the amounts due to them from the Issuer.
Credit risk of the Issuer
As contemplated in Condition 2 (Status) of the Terms and Conditions of the Notes, the principal and interest of the
Notes constitute direct, unsubordinated and (subject to Condition 3 (Negative Pledge) of the Terms and Conditions
of the Notes) unsecured obligations of the Issuer. However, an investment in the Notes involves taking credit risk
on the Issuer. If the financial situation of the Issuer deteriorates and, notwithstanding Condition 8 (Events of Default)
of the Terms and Conditions of the Notes which enable Noteholders to request through the Representative of the
Masse the redemption of the Notes, the Issuer may not be able to fulfil all or part of its payment obligations under
the Notes, which could materially and negatively impact the Noteholders and investors may lose all or part of their
investment.
No direct access to subsidiaries' cash flows or assets
The Issuer is a holding company. Investors will not have any direct claims on the cash flows or the assets of the
Issuer's subsidiaries, and such subsidiaries have no obligation, contingent or otherwise, to pay amounts due under
the Notes or to make funds available to the Issuer for these payments. As a result Noteholders will only rely on the
Issuer's cash flows or assets to obtain payment under the Notes and, should the Issuer become insolvent, lose a
substantial part of their investment in the Notes.
Market value of the Notes
Application has been made for the Notes to be admitted to trading on Euronext Paris as from the Issue Date. The
market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors.
The value of the Notes on Euronext Paris 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 such Notes are traded. The price at which a Noteholder will be able to sell such 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. For example, the Issuer is rated BBB+ (with stable outlook) by Standard & Poor's Ratings Services and
Baa1 (with stable outlook) by Moody's Investors Service and any negative change in such credit ratings of the
Issuer could negatively affect the trading price for the Notes and hence investors may lose part of their investment.
The secondary market for the Notes
The secondary market for debt securities is influenced by economic and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in other European and other industrialised countries. There
can be no assurance that events in France, Europe or elsewhere will not cause market volatility or that such
volatility will not adversely affect the price of the Notes or that economic and market conditions will not have any
other adverse effect.
Although the Notes are expected to be admitted to trading on Euronext Paris as from the Issue Date, there is no
assurance that the Notes will be so admitted or that an active market will develop.
A40248708/1.0/22 Oct 2019
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The yields are 0.022 per cent. per annum in respect of the 2023 Notes, 0.537 per cent. per annum in respect of the
2027 Notes and 0.986 per cent. per annum in respect of the 2031 Notes and are calculated on the basis of the issue
price of the respective Notes. However, investors may not be able to sell their Notes in the secondary market (in
which case the market or trading price and liquidity may be adversely affected) or may not be able to sell their
Notes at prices that will provide them with a yield comparable to similar investments that have a developed
secondary market. Hence, Noteholders may receive a lower yield than anticipated at the time of the issue.
Interest rate risks
Each 2023 Note bears interest on its principal amount, from (and including) the Issue Date, at the rate of 0.000 per
cent. per annum payable annually in arrear on 24 October in each year in accordance with Condition 4 (Interest) of
the Terms and Conditions of the 2023 Notes. Each 2027 Note bears interest on its principal amount, from (and
including) the Issue Date, at the rate of 0.500 per cent. per annum payable annually in arrear on 24 October in each
year in accordance with Condition 4 (Interest) of the Terms and Conditions of the 2027 Notes. Each 2031 Note
bears interest on its principal amount, from (and including) the Issue Date, at the rate of 0.875 per cent. per annum
payable annually in arrear on 24 October in each year in accordance with Condition 4 (Interest) of the Terms and
Conditions of the 2031 Notes.
Investment in the Notes involves the risk that subsequent changes in market interest rates may affect the value and
the yield of the Notes and Noteholders may receive lower return on the Notes than anticipated at the time of the
issue.
2.2 Risks relating to the particular structure of the Notes affecting the rights of the Noteholders
No limitation on issuing debt and limited restrictive covenants
There is no restriction in the Notes on the amount of debt which the Issuer or its Subsidiaries may incur. Any such
further debt may reduce the amount recoverable by the Noteholders upon liquidation or insolvency of the Issuer. As
contemplated in Condition 3 (Negative Pledge), the Terms and Conditions of the Notes contain a negative pledge
that prohibits the Issuer and its Principal Subsidiaries in certain circumstances from creating security over assets,
but only to the extent that such is used to secure other bonds or similar listed (or capable of being listed) debt
securities on a regulated market or another assimilated market and there are certain exceptions to the negative
pledge. The Terms and Conditions of the Notes do not contain any other covenants restricting the operations of the
Issuer, or its ability to distribute dividends or buy back shares. The Issuer's Subsidiaries are not bound by
obligations of the Issuer under the Notes and are not guarantors of the Notes. These limited restricted covenants and
the absence of limitation of issuing further debt may not provide sufficient protection for Noteholders which could
materially and negatively impact the Noteholders and increase the risk of losing all or part of their investment in the
Notes.
The Notes are subject to early redemption by the Issuer
The Issuer reserves the right to purchase the 2023 Notes, the 2027 Notes or the 2031 Notes in the open market or
otherwise at any price in accordance with applicable regulations. Such transactions shall have no impact on the
normal repayment schedule of outstanding 2023 Notes, 2027 Notes or 2031 Notes, but they decrease the respective
yield of such Notes so purchased and then redeemed by the Issuer prior to their stated maturity and potentially
reduce the liquidity of the respective Notes.
An early redemption feature of Notes is likely to affect their market value. During any period when the Issuer may
elect or be obliged to redeem the 2023 Notes, the 2027 Notes or the 2031 Notes in accordance with Condition 6(b)
(Redemption for Taxation Reasons) of the respective Terms and Conditions of the Notes or Condition 6(c)
(Redemption at the Option of the Issuer) of the respective Terms and Conditions of the Notes, the market value of
those Notes generally will not rise substantially above the price at which they can be redeemed. As a consequence,
the yields received upon redemption may be lower than expected. This may also be true prior to any redemption
period.
In respect of Condition 6(c)(i) (Pre-Maturity Call) of the Terms and Conditions of the Notes, the Issuer has the
option to redeem the outstanding 2023 Notes, 2027 Notes or 2031 Notes, in whole (but not in part), at their
outstanding principal amount plus accrued interest up to (but excluding) the date fixed for redemption.
During a period when the Issuer may elect to redeem Notes, the Notes may feature a market value not above the
price at which they can be redeemed. If the market interest rates decrease, the risk to Noteholders that the Issuer
will exercise its right of early redemption increases. As a consequence, the yields received upon such early
redemption may be lower than expected, and the redeemed face amount of the Notes may be lower than the
purchase price paid for such Notes by the Noteholder where the purchase price was above par. As a consequence,
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