Obligation Sodexo+ 6.25% ( XS0408827409 ) en EUR

Sodexo+

100 % ⇌

France

XS0408827409 ( en EUR )

6.25% par an ( paiement annuel )

30/01/2015 - Obligation échue

Prospectus brochure de l'obligation Sodexo XS0408827409 en EUR 6.25%, échue

50 000 EUR

880 000 000 EUR

Sodexo est une entreprise multinationale française spécialisée dans les services de qualité de vie, proposant des solutions dans les domaines de la restauration, de la gestion des installations, des services d'accueil et de la motivation des collaborateurs.

L'Obligation émise par Sodexo+ ( France ) , en EUR, avec le code ISIN XS0408827409, paye un coupon de 6.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/01/2015

PROSPECTUS DATED 28 January 2009

(a société anonyme incorporated in the Republic of France)
Euro 650,000,000 6.25 per cent. Bonds due 30 January 2015

Issue Price: 99.514 per cent.
This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC (the "Prospectus Directive")
and the relevant implementing measures in the Grand Duchy of Luxembourg. This Prospectus contains information relating to the issue by Sodexo
(the "Issuer") of its Euro 650,000,000 6.25 per cent. Bonds due 30 January 2015 (the "Bonds").
The Bonds will be issued outside the Republic of France on 30 January 2009 and will bear interest at a rate of 6.25 per cent. per annum from, and
including, 30 January 2009 to, but excluding, 30 January 2015, payable annually in arrear on 30 January in each year, commencing on 30 January
2010, as more fully described in "Terms and Conditions of the Bonds Interest" herein. Payments of principal and interest on the Bonds will be made
without deduction for or on account of French taxes as more fully described in "Terms and Conditions of the Bonds Taxation".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Prospectus for the purposes of Directive
2003/71/EC (the "Prospectus Directive"). Application has also been made to the Luxembourg Stock Exchange for the Bonds to be admitted to the
official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated
market. References in this Prospectus to the Bonds being "listed" (and all related references) shall mean that the Bonds have been admitted to the
Official List and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is
a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed in full at their principal amount on 30 January 2015. The Bonds
may, in certain circumstances, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that certain
French taxes are imposed (See "Terms and Conditions of the Bonds Redemption and Purchase" herein).
Bondholders will be entitled, following a Change of Control, to request the Issuer to redeem or procure the purchase of their Bonds at their principal
amount together with any accrued interest as more fully described under "Terms and Conditions of the Bonds - Change of Control".
The denomination of the Bonds shall be 50,000 and integral multiples of 1,000 in excess thereof up to and including 99,000.
The Bonds will initially be represented by a Temporary Global Bond, without interest coupons, which will be issued in new global note ("NGN") form
and the Temporary Global Bond will be delivered on or prior to the Issue Date to a common safekeeper (the "Common Safekeeper") for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Temporary Global Bond will be
exchangeable for interests recorded in the records of Euroclear and Clearstream, Luxembourg in a Permanent Global Bond issued in NGN form,
without interest coupons, on or after a date which is expected to be 12 March 2009 upon certification as to non-U.S. beneficial ownership. The Notes
are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited
with one of Euroclear or Clearstream, Luxembourg as Common Safekeeper and does not necessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or al times during
their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. The Permanent Global Bond will be exchangeable for
definitive Bonds in bearer form in the denominations of 50,000 and integral multiples of 1,000 in excess thereof up to and including 99,000 in the
circumstances set out in it. See "Summary of Provisions relating to the Bonds while in Global Form". No definitive Bonds will be issued with a
denomination above 99,000.
The Bonds have been assigned a rating of BBB+ by Standard & Poor's Ratings Services. A rating is not a recommendation to buy, sell or hold Bonds
and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency.
See "Risk Factors" on page 4 of this Prospectus for certain information relevant to an investment in the Bonds.

JOINT LEAD MANAGERS
BNP PARIBAS
CALYON Crédit Agricole
HSBC
THE ROYAL BANK OF
CIB
SCOTLAND

CO-MANAGERS
CITI
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE &
INVESTMENT BANKING

This Prospectus has been prepared for the purpose of giving information with regard to the Issuer and
the Bonds. The Issuer (whose registered office is located at 255 quai de la bataille de Stalingrad, Issy
les Moulineaux (Hautsde-Seine) 92130 France), having taken all reasonable care to ensure that
such is the case, confirms that the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import. The Issuer
accepts responsibility accordingly.
The delivery of this Prospectus at any time does not imply that any information contained or
incorporated herein is correct at any time subsequent to the date hereof.
In connection with the issue and sale of the Bonds, no person is authorised to give any information or
to make any representation not contained (or incorporated by reference in) in this Prospectus, and
neither the Issuer nor any of the Managers (as defined in "Subscription and Sale" below) accepts
responsibility for any information or representation so given that is not contained (or incorporated by
reference in) in this Prospectus. This Prospectus does not constitute an offer of Bonds, nor may it be
used for the purposes of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation
and no action is being taken to permit an offering of the Bonds or the distribution of this Prospectus in
any jurisdiction where any such action is required except as specified herein.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to
inform themselves about, and to observe, any such restrictions.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and are subject to U.S. tax law requirements. Subject to certain
exceptions, the Bonds 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").
A further description of certain restrictions on offers and sales of the Bonds in the United States, and
in certain other jurisdictions, is set forth below under "Subscription and Sale".
In this Prospectus, references to "euro", "EURO", "Euro" and "" refer to the currency introduced at
the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended by the Treaty on European Union and as
amended by the Treaty of Amsterdam.
In connection with the issue of the Bonds, BNP Paribas will act as stabilising manager (the
"Stabilising Manager"). The Stabilising Manager may over-allot Bonds or effect transactions with a
view to supporting the market price of the Bonds at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public disclosure of
the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of
the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules.

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TABLE OF CONTENTS
RISK FACTORS......................................................................................................................................4
DOCUMENTS INCORPORATED BY REFERENCE ..............................................................................5
TERMS AND CONDITIONS OF THE BONDS .......................................................................................9
USE OF PROCEEDS............................................................................................................................19
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE REPRESENTED BY THE
GLOBAL BONDS ..........................................................................................................................20
RECENT DEVELOPMENTS.................................................................................................................23
TAXATION ............................................................................................................................................28
SUBSCRIPTION AND SALE ................................................................................................................30
GENERAL INFORMATION...................................................................................................................32

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RISK FACTORS
The following are certain risk factors of the offering of the Bonds of which prospective investors should
be aware. Prior to making an investment decision, prospective investors should consider carefully all
of the information set out in this Prospectus, including in particular the risk factors detailed below and
the further risk factors relating to the Issuer and its activities contained in the 2008 French Reference
Document (or the 2008 English Reference Document), which are incorporated by reference herein.
Prospective investors should make their own independent evaluations of all investment
considerations. Terms defined in "Terms and Conditions of the Bonds" below shall have the same
meaning where used below.

No Prior Market for the Bonds; Resale Restrictions
There is no existing market for the Bonds, and there can be no assurance that any market will develop
and/or be maintained for the Bonds, or that holders of the Bonds will be able to sell their Bonds in the
secondary market in which case the market or trading price and liquidity of the Bonds may be
adversely affected.
Fixed Rate Interest
Subsequent changes in interest rates may adversely affect the value of the Bonds.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts in respect of any Bonds due to
any withholding as provided in Condition 5(b) of the Terms and Conditions of the Bonds, the Issuer
may and, in certain circumstances, shall redeem all of the Bonds then outstanding in accordance with
such Condition. As a consequence, investors that choose to reinvest monies they receive through an
early redemption may be able to do so only in securities with a lower yield than the redeemed Bonds.
Credit ratings may not reflect all risks
The ratings assigned by the credit rating agencies to the Bonds may not reflect the potential impact of
all risks related to structure, market, additional factors discussed above, and other factors that may
affect the value of the Bonds. A credit rating is not a recommendation to buy, sell or hold securities
and may be revised or withdrawn by the rating agency at any time.
Exercise of Put Option in respect of certain Bonds may affect the liquidity of the Bonds in
respect of which such Put Option is not exercised
Depending on the number of Bonds in respect of which the Put Option provided in Condition 5 is
exercised, any trading market in respect of those Bonds in respect of which such Put Option is not
exercised may become illiquid.

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents which are
incorporated by reference in this Prospectus and which the Issuer has filed with the Commission de
Surveillance du Secteur Financier in Luxembourg:
(i)
both volume 1 and volume 2 of the reference document of the Issuer in the French language
dated 12 November 2008 (the "2008 French Reference Document") except that the statement
by M. Michel Landel, Chief Executive Officer of the Issuer, on page 220 of Volume 2 of the
2008 French Reference Document referring to the letter from the statutory auditors shall not be
deemed to be incorporated herein;
(ii)
both volume 1 and volume 2 of the reference document of the Issuer in the English language
dated 12 November 2008 (the "2008 English Reference Document") except that the
statement by M. Michel Landel, Chief Executive Officer of the Issuer, on page 220 of Volume 2
of the 2008 English Reference Document referring to the letter from the statutory auditors shall
not be deemed to be incorporated herein;
(iii)
the reference document of the Issuer in the French language dated 16 November 2007 (the
"2007 French Reference Document") except that the statement by M. Michel Landel, Chief
Executive Officer of the Issuer, on page 248 of the 2007 French Reference Document referring
to the letter from the statutory auditors shall not be deemed to be incorporated herein; and
(iv)
the reference document of the Issuer in the French language dated 16 November 2007 (the
"2007 English Reference Document") except that the statement by M. Michel Landel, Chief
Executive Officer of the Issuer, on page 248 of the 2007 English Reference Document referring
to the letter from the statutory auditors shall not be deemed to be incorporated herein.
The Documents Incorporated by Reference will be available on the website of the Luxembourg Stock
Exchange (www.bourse.lu). So long as any of the Bonds are outstanding, this Prospectus and the
documents incorporated by reference in this Prospectus will also be available during usual business
hours on any weekday (except Saturdays, Sundays and public holidays) for inspection and collection
free of charge, at the specified offices of the Paying Agents.
The 2008 French Reference Document and the 2008 English Reference Document contain, inter alia,
the Annual Report of the Issuer (including the Audited Consolidated Financial Statements and related
Notes and Audit Report) for the financial year ended 31 August 2008.
The 2007 French Reference Document and the 2007 English Reference Document contains, inter
alia, the Annual Report of the Issuer (including the Audited Consolidated Financial Statements and
related Notes and Audit Report) for the financial year ended 31 August 2007.
The 2008 English Reference Document and the 2007 English Reference Document are translations of
the binding 2008 French Reference Document and the 2007 French Reference Document. The 2008
English Reference Document and the 2007 English Reference Document are non-binding and are
provided for information purposes only. In the event of any inconsistency between the English
language versions and the French language versions of any of the documents incorporated by
reference, the French language versions will prevail.
For the purposes of the Prospectus Directive, information can be found in such documents
incorporated by reference in accordance with the following cross-reference table (in which the
numbering refers to the relevant Sections of Annex IX of Regulation EC 809/2004):

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CROSS REFERENCE TABLE OF INFORMATION INCORPORATED BY REFERENCE
Annex
IX
Section
Number Page Reference in the French Page Reference in the English
language version of the Relevant language version of the Relevant
Document Incorporated by
Document Incorporated by
Reference
Reference
2. STATUTORY AUDITORS

2.1. Names and addresses of See page 221 of the 2008 French See page 221 of the 2008 English
the issuer's auditors (together Reference Document Volume 2
Reference Document Volume 2
with their membership in a
professional body)
3. RISK FACTORS
See pages 112 to 113, 135 to 137 See pages 112 to 113, 135 to 137
RELATING TO THE ISSUER and 151 to 154 of the 2008 French and 151 to 154 of the 2008 English
Reference Document Volume 2
Reference Document Volume 2
4. INFORMATION ABOUT

THE ISSUER
4.1. History and development See page 4 of the 2008 French See page 4 of the 2008 English
of the Issuer
Reference Document Volume 2
Reference Document Volume 2
4.1.1 legal and commercial See page 196 of the 2008 French See page 196 of the 2008 English
name of the Issuer
Reference Document Volume 2
Reference Document Volume 2
4.1.2 place of registration of See page 197 of the 2008 French See page 197 of the 2008 English
the Issuer and its registration Reference Document Volume 2
Reference Document Volume 2
number
4.1.3 date of incorporation See page 196 of the 2008 French See page 196 of the 2008 English
and length of life of the Issuer Reference Document Volume 2
Reference Document Volume 2
4.1.4 domicile and legal form See page 196 of the 2008 French See page 196 of the 2008 English
of the Issuer, legislation Reference Document Volume 2
Reference Document Volume 2
under which the Issuer
operates, country of
incorporation, address and
telephone number of its
registered office (or principal
place of business if different)
5. BUSINESS OVERVIEW

5.1. Principal activities:

5.1.1. brief description of the See pages 28 to 47 of the 2008 See pages 28 to 47 of the 2008
Issuer's principal activities French Reference Document English Reference Document
stating main categories of Volume 1 and pages 56 to 67 of the Volume 1 and pages 56 to 67 of the
products sold and/or services 2008 French Reference Document 2008 English Reference Document
performed
Volume 2
Volume 2
5.1.2. the basis for any See pages 28 to 47 of the 2008 See pages 28 to 47 of the 2008
statements made regarding French Reference Document
English Reference Document
the issuer's competitive
Volume 1
Volume 1
position

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CROSS REFERENCE TABLE OF INFORMATION INCORPORATED BY REFERENCE
6. ORGANISATIONAL

STRUCTURE
6.1. description of the Group See page 73 of the 2008 French See page 73 of the 2008 English
and the Issuer's position Reference Document Volume 1 and Reference Document Volume 1 and
within it
pages 165 to 183 and 204 of the pages 165 to 183 and 204 of the
2008 French Reference Document 2008 English Reference Document
Volume 2
Volume 2
9. ADMINISTRATIVE,

MANAGEMENT, AND
SUPERVISORY BODIES
9.1. names, business
See pages 6 to 14 and 32 of the See pages 6 to 14 and 32 of the
addresses and functions in 2008 French Reference Document 2008 English Reference Document
the issuer of members of the Volume 2
Volume 2
administrative, management

and supervisory bodies of the
Issuer, and principal activities
performed by them outside
the Issuer where significant
10. MAJOR

SHAREHOLDERS
10.1. direct or indirect
See pages 29 to 30 and 51 to 52 of See pages 29 to 30 and 51 to 52 of
ownership or control of the the
2008 French Reference
the
2008 English Reference
Issuer, nature of such control, Document Volume 2
Document Volume 2
measures in place to ensure
such control is not abused
11. FINANCIAL

INFORMATION
CONCERNING THE
ISSUER'S ASSETS AND
LIABILITIES, FINANCIAL
POSITION AND PROFITS
AND LOSSES
11.1. Historical Financial

Information
Audited consolidated financial

statements of the Issuer for
the financial year ended 31
August 2007:

(i) consolidated See page 114 & 115 of the 2007 See page 114 & 115 of the 2007
balance sheet:
French Reference Document
English Reference Document
(ii) consolidated
See page 113 of the 2007 French See page 113 of the 2007 English
income
Reference Document
Reference Document
statement:

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CROSS REFERENCE TABLE OF INFORMATION INCORPORATED BY REFERENCE
(iii) accounting
See pages 119 to 176 of the 2007 See pages 119 to 176 of the 2007
policies and
French Reference Document
English Reference Document
explanatory
notes:
(iv)
audit report:
See page 177 of the 2007 French See page 177 of the 2007 English
Reference Document
Reference Document
Audited consolidated financial

statements of the Issuer for
the financial year ended 31
August 2008:

(i) consolidated See page 72 & 73 of the 2008 See page 72 & 73 of the 2008
balance sheet:
French Reference Document
English Reference Document
Volume 2
Volume 2
(ii) consolidated
See page 71 of the 2008 French See page 71 of the 2008 English
income
Reference Document Volume 2
Reference Document Volume 2
statement:
(iii) accounting
See pages 76 to 146 of the 2008 See pages 76 to 146 of the 2008
policies and
French Reference Document
English Reference Document
explanatory
Volume 2
Volume 2
notes:
(iv)
audit report:
See pages 146 and 147 of the 2008 See pages 146 and 147 of the 2008
French Reference Document
English Reference Document
Volume 2
Volume 2
11.5. Legal and Arbitration See page 135 of the 2008 French See page 135 of the 2008 English
Proceedings
Reference Document Volume 2
Reference Document Volume 2

For the avoidance of doubt, the information incorporated by reference in this Prospectus but not listed
in the cross-reference table above is given for information purposes only and the information
contained in such documents which is not so cross-referenced does not form part of this Prospectus.

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TERMS AND CONDITIONS OF THE BONDS
The following is the text of the terms and conditions which, subject to completion and amendment, will
be reproduced on each definitive Bond (if issued).
The issue outside the Republic of France of the Euro 650,000,000 6.25 per cent. Bonds due 30
January 2015 (the "Bonds") (which expression shall in these terms and conditions, unless the context
otherwise requires, include any further Bonds issued pursuant to Condition 12 and forming a single
series with the Bonds) of Sodexo (the "Issuer") was authorised by a decision of the Board of Directors
(conseil d'administration) of the Issuer passed on 6 November 2008. A fiscal agency agreement dated
30 January 2009 (the "Fiscal Agency Agreement") has been entered into in relation to the Bonds
between the Issuer, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent and
principal paying agent and the paying agents named in it. The fiscal agent and the paying agents for
the time being are referred to below respectively as the "Fiscal Agent" and the "Paying Agents"
(which expression shall include the Fiscal Agent). The expressions "Fiscal Agent" and "Paying
Agents" shall include, as the case may be, any substitute fiscal agent or substitute or additional
paying agent(s) appointed pursuant to the Fiscal Agency Agreement. The Fiscal Agency Agreement
includes the form of the Bonds and the coupons relating to them (the "Coupons"). Copies of the
Fiscal Agency Agreement are available for inspection during normal business hours at the specified
offices of the Paying Agents. The holders of the Bonds (the "Bondholders") and the holders of the
Coupons (whether or not attached to them) (the "Couponholders") are deemed to have notice of all
the provisions of the Fiscal Agency Agreement applicable to them. References to the "Conditions"
shall be to the numbered paragraphs below.
1 Form, Denomination and Title
(a)
Form and denomination: The Bonds are serially numbered and in bearer form in the
denominations of Euro 50,000 and integral multiples of Euro 1,000 in excess thereof, up to and
including Euro 99,000 each with Coupons attached on issue. No definitive Bonds will be issued
with a denomination above Euro 99,000.
(b)
Title: Title to the Bonds and Coupons passes by delivery. The holder of any Bond or Coupon
will (except as otherwise required by law) be treated as its absolute owner for all purposes
(whether or not it is overdue and regardless of any notice of ownership, trust or any interest in
it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder.
2 Status
The Bonds and Coupons constitute direct, unconditional and (subject to Condition 3) unsecured and
unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any
preference among themselves. The payment obligations of the Issuer under the Bonds and Coupons
shall, save for such exceptions as may be provided by applicable legislation (and subject to Condition
3), at all times rank at least equally with all its other present and future unsecured and unsubordinated
obligations.
3 Negative Pledge
So long as any of the Bonds remains outstanding (as defined in the Fiscal Agency Agreement), the
Issuer will not create or permit to subsist any mortgage, lien, charge, pledge or other form of security
interest (sûreté réelle) upon any of its assets or revenues, present or future, to secure any Relevant
Debt (as defined below) of the Issuer or any guarantee or indemnity assumed or granted by the Issuer
in respect of any Relevant Debt unless, at the same time or prior thereto, the Issuer's obligations
under the Bonds and the Coupons are equally and rateably secured therewith.
For the purposes of this Condition:

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"Relevant Debt" means any present or future indebtedness for borrowed money, which is originally
and solely in the form of, or represented by, bonds or notes (obligations) which are for the time being,
or are likely to be quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter market
or other securities market.
4 Interest
The Bonds bear interest from and including 30 January 2009 at the rate of 6.25 per cent. per annum,
payable annually in arrear on 30 January in each year (each an "Interest Payment Date"),
commencing on 30 January 2010.
Each Bond will cease to bear interest from the due date for redemption unless, upon due presentation,
payment of principal is improperly withheld or refused. In such event it shall continue to bear interest
at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all
sums due in respect of such Bond up to that day are received by or on behalf of the relevant holder,
and (b) the day seven days after the Fiscal Agent has notified Bondholders of receipt of all sums due
in respect of all the Bonds up to that seventh day (except to the extent that there is failure in the
subsequent payment to the relevant holders under these Conditions).
Where interest is to be calculated in respect of a period which is shorter than an Interest Period (as
defined below), the day-count fraction used will be the number of days in the relevant period, from and
including the date from which interest begins to accrue to but excluding the date on which it falls due,
divided by the number of days in the Interest Period in which the relevant period falls (including the
first such day but excluding the last). The period beginning on, and including, 30 January 2009 and
ending on, but excluding, the first Interest Payment Date and each successive period beginning on,
and including, an Interest Payment Date and ending on, but excluding, the next succeeding Interest
Payment Date is called an "Interest Period".
Interest in respect of any Bond shall be calculated per Euro 1,000 in principal amount of the Bonds
(the "Calculation Amount"). The amount of interest payable per Calculation Amount for any period
shall be equal to the product of 6.25 per cent., the Calculation Amount and the day-count fraction for
the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded
upwards), which is expected to be equivalent to Euro 62.5 per Calculation Amount for each Interest
Period.
5 Redemption and Purchase
The Bonds may not be redeemed otherwise than in accordance with this Condition 5.
(a)
Final redemption: Unless previously redeemed, or purchased and cancelled as provided
below, the Bonds will be redeemed at their principal amount on 30 January 2015.
(b)
Redemption for taxation reasons:
(i)
If, by reason of any change in French law, or any change in the official application or
interpretation of such law, becoming effective after 30 January 2009, the Issuer
would on the occasion of the next payment of principal or interest due in respect of
the Bonds or the Coupons not be able to make such payment without having to pay
additional amounts as specified under Condition 7 below, the Issuer may, at any
time, subject to having given not more than 60 nor less than 30 days' prior notice to
the Bondholders (which notice shall be irrevocable), in accordance with Condition 13,
redeem all, but not some only, of the Bonds at their principal amount together with
accrued interest to the date set for redemption provided that the due date for
redemption of which notice hereunder may be given shall be no earlier than the latest
practicable date on which the Issuer could make payment of principal and interest
without withholding for French taxes or, if such date has passed, as soon as
practicable thereafter.

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