Obligation AXIA 0.01% ( FR0013478047 ) en EUR

AXIA

100 % ▲

France

FR0013478047 ( en EUR )

0.01% par an ( paiement annuel )

22/01/2027 - Obligation échue

Prospectus brochure de l'obligation AXA FR0013478047 en EUR 0.01%, échue

AXA est un groupe d'assurance et de gestion d'actifs français, présent dans le monde entier, offrant une large gamme de produits et services d'assurance, de gestion de patrimoine et d'investissement.

Le marché financier a récemment vu l'achèvement d'une opération significative avec l'arrivée à maturité et le remboursement de l'obligation de type FR0013478047, émise par AXA, un acteur mondial majeur et diversifié dans les secteurs de l'assurance, de la gestion d'actifs et des services financiers, reconnu pour sa solidité et sa vaste présence internationale depuis son pays d'émission, la France. Cette obligation, libellée en euros (EUR) et dont le prix actuel sur le marché était de 100% au moment de son dénouement, se distinguait par un taux d'intérêt nominal de 0.01%, reflétant les conditions de marché spécifiques à sa date d'émission, et prévoyait une fréquence de paiement annuelle de 1. La date de maturité de cet instrument financier était fixée au 22 janvier 2027, date à laquelle le processus de remboursement aux porteurs a été intégralement effectué, garantissant la restitution du capital investi.

AXA Bank Europe SCF
(société de crédit foncier duly licensed as a French specialised credit institution (établissement de crédit spécialisé))
9,000,000,000
Euro Medium Term Note Programme
for the issue of obligations foncières

Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), AXA Bank Europe SCF
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières (the "Notes"),
benefiting from the statutory privilège (priority right of payment) created by Article L.513-11 of the French Monetary and Financial Code (Code
monétaire et financier), as more fully described herein (the "Privilège").
The aggregate nominal amount of Notes outstanding will not at any time exceed 9,000,000,000 (or its equivalent in other currencies) at the date of
issue.
This Base Prospectus (together with any supplements thereto) constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 1129/2017,
as amended or superseded (the "Prospectus Regulation"). This Base Prospectus has been approved by the Commission de surveillance du secteur
financier (the "CSSF"), in its capacity as competent authority in Luxembourg under the Luxembourg Act dated 16 July 2019 relating to prospectuses for
securities (the "Luxembourg Prospectus Act"). Pursuant to article 6(4) of the Luxembourg Prospectus Act, by approving this prospectus, the CSSF
gives no undertaking as to the economic and financial soundness of Notes to be issued hereunder or the quality or solvency of the Issuer. The CSSF only
approves this Base 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 the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors
should make their own assessment as to the suitability of investing in the Notes.
Application may be made to (i) the Luxembourg Stock Exchange during a period of twelve (12) months after the date of this Base Prospectus for Notes
issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange and/or (ii) to the competent authority of any other member state of the European Economic Area ("EEA") for Notes issued
under the Programme to be admitted to trading on a Regulated Market (as defined below) in such member state. The regulated market of the Luxembourg
Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU dated 15 May 2014, as amended
from time to time ("MiFID II"), appearing on the list of regulated markets (each a "Regulated Market") issued by the European Securities Markets
Authority (the "ESMA"). Notes issued under the Programme may also be unlisted or listed and admitted to trading on any other market, including any
other Regulated Market. The relevant final terms (a form of which is contained herein) in respect of the issue of any Notes (the "Final Terms") will
specify whether or not such Notes will be listed and admitted to trading on any market. Notes which are to be admitted to trading on a Regulated Market
within the EEA in circumstances which require the publication of a prospectus under the Prospectus Regulation shall have a minimum denomination of
1,000 (or its equivalent in any other currency as at the date of issue of the Notes) or such higher amount as may be allowed or required by the relevant
monetary authority or any applicable laws or regulations.
This Base Prospectus shall be valid for admission to trading of Notes on a regulated market until 8 January 2021, provided that it is completed by any
supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, a material mistake or a material
inaccuracy relating to the information included (including incorporated by reference) in this Base Prospectus which may affect the assessment of the
Notes. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply
when this Base Prospectus is no longer valid.
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 et seq. and R.211-1 et seq. of the French Monetary and
Financial Code (Code monétaire et financier). No physical documents of title will be issued in respect of Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France
(acting as central depositary) which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form,
Denomination, Title and Redenomination") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking S.A.
("Clearstream"), or (ii) in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "Terms and
Conditions of the Notes - Form, Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be
inscribed in an account maintained by the Issuer or by a registration agent (appointed 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
Noteholder.
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 relation to Materialised Notes. Such Temporary Global
Certificate will subsequently be exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached (the
"Definitive Materialised Notes"), on or after a date expected to be on or about the fortieth (40th) day after the issue date of the Notes (subject to
postponement as described in "Temporary Global Certificate in respect of Materialised Notes") upon certification as to non-US beneficial ownership as
more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the Notes") intended
to be cleared through Euroclear and/or Clearstream be deposited on the issue date with a common depositary for Euroclear and Clearstream, 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 or delivered outside a
clearing system, be deposited as agreed between the Issuer and the relevant Dealer(s) (as defined below).
Notes to be issued under the Programme are expected on issue to be rated Aaa by Moody's Investors Service Ltd ("Moody's"). Obligations rated "Aaa"
by Moody's are considered to be of the highest quality, subject to the lowest level of credit risk. Long-term ratings by Moody's are assigned to issuers or
obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the
expected financial loss suffered in the event of default. A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, change or withdrawal at any time by the assigning rating agency without notice. The rating of the Notes will be specified in the relevant Final
Terms. As at the date of this Base Prospectus, Moody's is established in the European Union and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council dated 16 September 2009, as amended (the "CRA Regulation") and is included in the list of credit rating
agencies published by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk).
See section entitled "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER

BNP PARIBAS

PERMANENT DEALERS

BNP PARIBAS
CRÉDIT AGRICOLE CIB
HSBC
ING
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

The date of this Base Prospectus is 8 January 2020

IMPORTANT INFORMATION

This Base Prospectus (together with all supplements thereto from time to time), constitutes a
base prospectus for the purposes of Article 8 of the Prospectus Regulation and contains the
necessary information which is material to an investor for making an informed assessment of the
assets and liabilities, profits and losses, financial position, and prospects of the Issuer, as well as
the base terms and conditions of the Notes to be issued under the Programme. The terms and
conditions applicable to each Tranche not contained herein (including, without limitation, the
aggregate nominal amount, issue price, redemption price thereof, and interest, if any, payable
thereunder) will be determined by the Issuer and the relevant Dealer(s) at the time of the issue
on the basis of the then prevailing market conditions and will be set out in the relevant Final
Terms.

This Base Prospectus should be read and construed in conjunction with (i) any document and/or
information which is incorporated herein by reference (see section "Documents Incorporated by
Reference" below), (ii) any supplement thereto that may be published from time to time and (iii)
in relation to any Tranche of Notes, the relevant Final Terms.

This Base Prospectus (together with all supplements thereto from time to time) may only be used
for the purposes for which it has been published.

No person is or has been authorised to give any information or to make any representation other
than those contained or incorporated by reference 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, the Arranger or any of the Dealer(s).
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.

The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions
may be restricted by law. The Issuer, the Arranger and the Dealer(s) do not represent that this
Base 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, the Arranger
or the Dealer(s) which is intended to permit a public offering of any Notes or distribution of this
Base 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 Base Prospectus nor any
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 Base Prospectus or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Notes in the United States of America, the EEA (including
Belgium, France and the United Kingdom) and Switzerland. For a description of these and
certain other restrictions on offers, sales and transfers of Notes and on distribution of this Base
Prospectus, see section entitled "Subscription and Sale".

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 not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the
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Securities Act ("Regulation S"). The Notes may include Materialised Notes in bearer form that
are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered or sold or, in the case of Materialised Notes in bearer form, delivered within the United
States or, in the case of certain Materialised Notes in bearer form, to, or for the account or
benefit of, United States persons as defined in the U.S. Internal Revenue Code of 1986, as
amended. The Notes are being offered and sold outside the United States in offshore transactions
to non-U.S. persons in reliance on Regulation S.

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the Arranger or the Dealer(s) to subscribe for, or purchase, any Notes below.

The Arranger and the Dealer(s) have not separately verified the information contained or
incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information included or incorporated by reference in this
Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection
with the Programme (including any information incorporated by reference) is 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 Dealer(s) that any recipient of this
Base Prospectus or other information supplied in connection with the Programme (including
any information incorporated by reference) should purchase the Notes. Each prospective
investor in the Notes should determine for itself the relevance of the information contained or
incorporated by reference in this Base Prospectus and its purchase of Notes should be based
upon such investigation as it deems necessary. Neither the Arranger nor any of the Dealers
undertake 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 that may come to the attention of any of the Dealers or
the Arranger.

The Notes issued under the Programme may not be a suitable investment for all investors. Each
potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:

(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes,
the merits and risks of investing in the relevant Notes and sufficient knowledge in
experience for the purpose of properly evaluating the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement to this
Base Prospectus and the relevant Final Terms;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the relevant Notes and the impact
the relevant Notes will have on its overall investment portfolio;

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including Notes with principal or interest payable in one or more
currencies, or where the currency for principal or interest payments is different from the
potential investor's currency;

(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the
behaviour of any relevant indices and financial markets and with the regulatory
framework applicable to the Issuer;

(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 applicable risks; and

(v)
be aware, in terms of any legislation or regulatory regime applicable to such investor, of
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the applicable restrictions (if any) on its ability to invest in the Notes generally and in any
particular type of the Notes.

Some Notes are complex financial instruments and such instruments may be purchased as a way
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to
their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of such Notes and the impact this investment will have on the potential investor's overall
investment portfolio.

Finally, the investment activities of certain investors are subject to investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should
consult its own financial and legal advisers to determine whether and to what extent (1) 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.

STABILISATION

In connection with the issue of any Tranche, the Dealer(s) (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager(s)) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
final terms of the offer of the relevant Tranche is made and, if begun, cease at any time, but it
must end no later than the earlier of thirty (30) calendar days after the issue date of the relevant
Tranche and sixty (60) calendar days after the date of the allotment of the relevant Tranche.
Any stabilisation action or over-allotment shall be conducted by the Stabilising Manager (or the
person acting on behalf of any Stabilising Manager) in accordance with all applicable laws and
rules.

None of the Issuer, the Arranger or the Dealers makes any representation to any prospective
investor in the Notes regarding the legality of its investment under any applicable laws. If you
are in any doubt about the contents of this Base Prospectus you should contact your advisers.

PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS

If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of the Markets in Financial Instruments Directive
2014/65/EU dated 15 May 2014, as amended from time to time ("MiFID II"); or (ii) a customer
within the meaning of Directive 2016/97 (EU), as amended, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. 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.

5

MiFID II PRODUCT GOVERNANCE / TARGET MARKET

The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes, taking into
account the five (5) categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority on 5 February 2018 and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the MiFID Product Governance Rules.

PRESENTATION OF CERTAIN INFORMATION IN THIS BASE PROSPECTUS

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references
to "", "Euro", "euro" or "EUR" are to the lawful currency of the member states of the
European Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended, references to "£", "pounds sterling" and
"Sterling" are to the lawful currency of the United Kingdom, references to "$", "USD" and
"US Dollar" are to the lawful currency of the United States of America, references to "¥",
"JPY" and "Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss
Francs" are to the lawful currency of Switzerland.

Except where specified otherwise, capitalised words and expressions in this Base Prospectus
have the meaning given to them in the section entitled "Glossary of Defined Terms".
FORWARD-LOOKING STATEMENTS

This Base Prospectus may contain certain statements that are forward-looking including statements
with respect to the Issuer's business strategies, expansion and growth of operations, trends in its
business, competitive advantage, and technological and regulatory changes, information on exchange
rate risk and generally includes all statements preceded by, followed by or that include the words
"believe", "expect", "project", "anticipate", "seek", "estimate" or similar expressions. Such forward-
looking statements are not guarantees of future performance and involve risks and uncertainties, and
actual results may differ materially from those in the forward-looking statements as a result of various
factors. Potential investors are cautioned not to place undue reliance on forward-looking statements,
which speak only as of the date hereof.

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TABLE OF CONTENTS

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE
PROSPECTUS
8
GENERAL DESCRIPTION OF THE PROGRAMME
9
RISK FACTORS
19
DOCUMENTS INCORPORATED BY REFERENCE
36
SUPPLEMENT TO THE BASE PROSPECTUS
39
TERMS AND CONDITIONS OF THE NOTES
40
TEMPORARY GLOBAL CERTIFICATES
76
USE OF PROCEEDS
78
OVERVIEW OF THE LEGISLATION AND REGULATIONS
79
DESCRIPTION OF THE ISSUER
91
RELATIONSHIP BETWEEN AXA BANK EUROPE SCF AND AXA GROUP ENTITIES
97
FORM OF FINAL TERMS
122
SUBSCRIPTION AND SALE
138
GENERAL INFORMATION
142
GLOSSARY OF DEFINED TERMS
145
INDEX OF DEFINED TERMS
152

7

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS

AXA Bank Europe SCF (the "Responsible Person") accepts responsibility for the information contained or
incorporated by reference in this Base Prospectus. To the best of the Responsible Person's knowledge, the
information contained in this Base Prospectus is in accordance with the facts and contains no omission likely to
affect its import.

AXA Bank Europe SCF
203/205, rue Carnot
94138 Fontenay-sous-Bois
France
Duly represented by Philippe Colpin
in its capacity as Chief Executive Officer (Directeur Général) of the Issuer
Signed in Fontenay-sous-Bois, on 8 January 2020

8

GENERAL DESCRIPTION OF THE PROGRAMME

The following general description must be read as an introduction to this Base Prospectus and is qualified in its
entirety by the remainder of this Base Prospectus.

Words and expressions not defined below but defined in the section entitled "Glossary of Defined Terms" will
have the same meaning when used below.

1. THE NOTES AND THE PROGRAMME

Issuer:
AXA Bank Europe SCF, a limited liability company (société anonyme)
incorporated under French law and duly licensed in France as specialised credit
institution (établissement de crédit spécialisé) with the status of société de
crédit foncier delivered by the Autorité de contrôle prudentiel et de résolution.
AXA Bank Europe SCF is also duly registered by the Financial Services and
Markets
Authority
as
mortgage
lender
(prêteur
en
crédit
hypothécaire/kredietgever in hypothecair krediet) in Belgium via free provision
of services.

AXA Bank Europe SCF's assets are exclusively composed of assets that are
eligible for sociétés de crédit foncier pursuant to the French legal framework
applicable to sociétés de crédit foncier (see "Overview of the legislation and
regulations relating to sociétés de crédit foncier").

The contracts entered into by the Issuer as of the date of the Base Prospectus are
further described in the section entitled "Relationship between AXA Bank
Europe SCF and AXA Group Entities".

Arranger:
BNP Paribas

Permanent Dealers:
BNP Paribas
Crédit Agricole Corporate and Investment Bank
HSBC France
ING Bank N.V.
Natixis
Société Générale

The Issuer may from time to time terminate the appointment of any Dealer
under the Programme or appoint additional dealers either in respect of one (1)
or more Tranches or in respect of the whole Programme. References in this
Base Prospectus to "Permanent Dealers" are to the person referred to above as
Dealer and to such additional persons that may be appointed as dealers in
respect of the whole Programme (and whose appointment has not been
terminated) and references to "Dealers" are to all Permanent Dealers and all
persons appointed as a dealer in respect of one or more Tranches.

Description:
Euro Medium Term Note Programme for the issue of the Notes (as described
herein) (the "Programme"). Under the Programme, the Issuer, subject to
compliance with all relevant laws, regulations and directives, may from time to
time issue obligations foncières (the "Notes"), benefiting from the statutory
Privilège (priority right of payment) created by Article L.513-11 of the French
Monetary and Financial Code (Code monétaire et financier), as more fully
described herein: a further description, see "Overview of the legislation and
regulations relating to sociétés de crédit foncier".

Programme Limit:
Up to 9,000,000,000 (or the equivalent in other currencies at the date of issue)
aggregate nominal amount of Notes outstanding at any one (1) time.

Fiscal Agent and

Principal Paying Agent:
BNP Paribas Securities Services.

Paying Agent:
BNP Paribas Securities Services (Euroclear France number 29106).
9

Luxembourg Listing
BNP Paribas Securities Services, Luxembourg Branch.
Agent:

Calculation Agent:
BNP Paribas Securities Services, unless the Final Terms provide otherwise.

Method of Issue:
The Notes may be issued on a syndicated or non-syndicated basis.

The Notes will be issued in series (each a "Series") having one or more issue
dates and on terms otherwise identical (or identical save as to the first payment
of interest), the Notes of each Series being intended to be interchangeable with
all other Notes of that Series. Each Series may be issued in tranches (each a
"Tranche") on the same or different issue dates.

The specific terms of each Tranche (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 and will be set out in the relevant final terms (the "Final
Terms").

Maturities:
Subject to compliance with all relevant laws, regulations and directives, the
Notes may have any maturity as specified in the relevant Final Terms (the
"Maturity Date"), subject to such minimum maturity as may be required by the
applicable legal and/or regulatory requirements.

An extended final maturity date (the "Extended Maturity Date") may be
specified in the Final Terms of a Tranche of Notes (the "Extendible Notes"). If
an Extended Final Maturity Date is specified in the Final Terms of any Tranche
of Notes and the Final Redemption Amount is not paid by the Issuer on the
Maturity Date specified in the relevant Final Terms, such payment of unpaid
amount will be automatically deferred and shall be due and payable on the
Extended Maturity Date, provided that the Final Redemption Amount unpaid on
the Maturity Date may be paid by the Issuer on any Specified Interest Payment
Date occurring thereafter up to and including the Extended Maturity Date.
Interest from (and excluding) the Maturity Date and up to (and including) the
Extended Maturity Date will be specified in the applicable Final Terms, will
accrue on any unpaid principal amount during such extended period and be
payable on each Specified Interest Payment Date and on the Extended Maturity
Date (if not earlier redeemed on an Specified Interest Payment Date) in
accordance with the Conditions and the Final Terms of such Tranche of
Extendible Notes.

Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. dollars, Japanese yen, Sterling, Swiss francs and in
any other currency specified in the relevant Final Terms.

Denomination(s):
Notes will be issued in such denomination(s) as may be agreed between the
Issuer and the relevant Dealer(s) as indicated in the applicable Final Terms,
provided that all Notes admitted to trading on a Regulated Market in
circumstances which require the publication of a prospectus under the
Prospectus Regulation shall have a minimum denomination of 1,000 (or its
equivalent in any other currency at the time of issue) or such higher amount as
may be allowed or required from time to time in relation to the relevant
Specified Currency.

Dematerialised Notes shall be issued in one denomination only.
10