Obligation CADESIA 1.25% ( XS0972038227 ) en USD

CADESIA

100 % ▲

France

XS0972038227 ( en USD )

1.25% par an ( paiement semestriel )

19/09/2016 - Obligation échue

Prospectus brochure de l'obligation Cades XS0972038227 en USD 1.25%, échue

100 000 USD

2 750 000 000 USD

CADES (CMS Advanced Electronic Signatures) est un ensemble de normes ISO pour la signature électronique avancée basée sur des certificats numériques, assurant l'intégrité, l'authenticité et la non-répudiation des documents.

L'Obligation émise par CADESIA ( France ) , en USD, avec le code ISIN XS0972038227, paye un coupon de 1.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2016

Base Prospectus

Dated 10 June 2013

CAISSE D'AMORTISSEMENT DE LA DETTE SOCIALE
an administrative public agency (établissement public national à caractère administratif) established in France
EURO 65,000,000,000
Global Medium Term Note Programme

Under the Global Medium Term Note Programme described in this Base Prospectus (the "Programme"), Caisse d'Amortissement de la Dette Sociale
("CADES" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Medium Term Notes (the
"Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 65,000,000,000 (or the equivalent in other currencies).This
Base Prospectus supersedes and replaces the Base Prospectus dated 18 June 2012 prepared in relation to the Programme.
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 Base Prospectus as a base prospectus for the purposes of Article 5.4 of
Directive 2003/71/EC (the "Prospectus Directive"). References in this Base Prospectus to the "Prospectus Directive" shall include the amendments made by
Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in the relevant member state of the
European Economic Area (the "EEA" and any State member of the EEA, an "EEA Member State"). Application has also been made to the Luxembourg Stock
Exchange for the Notes issued under the Programme 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 Base Prospectus to Notes being "listed" (and all related
references) shall mean that such Notes 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. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the
issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's
regulated market (or any other stock exchange), or unlisted. Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by approving this Base Prospectus the
CSSF gives no undertaking as to the economic and financial soundness of the Notes to be issued hereunder and the quality or solvency of the Issuer.
The Notes will be issued in Series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect of the
first payment of interest), the notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series of Notes in bearer form
will, if so specified in the relevant Final Terms, be represented on issue by a temporary global note (each a "temporary Global Note"), and will be sold in an
"offshore transaction" within the meaning of Regulation S ("Regulation S") under the United States Securities Act of 1933 (the "Securities Act"). Interests in
temporary Global Notes generally will be exchangeable for interests in permanent global notes (each a "permanent Global Note" and, together with the
temporary Global Notes, the "Global Notes"), or if so stated in the relevant Final Terms, definitive Notes ("Definitive Notes"), after the date falling 40 days
after the later of the commencement of the offering and the relevant issue date of the relevant Tranche (as defined in "Summary of the Programme - Method of
Issue") of Notes upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole
but not in part as described under "Summary of Provisions Relating to the Notes while in Global Form". If the Global Notes are stated in the applicable Final
Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a
common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the issue date of the relevant
Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary").
The Notes of each Series to be issued in registered form ("Registered Notes") will be represented by registered certificates (each, a "Certificate"), one
Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form and sold in an
"offshore transaction" within the meaning of Regulation S ("Unrestricted Notes") will initially be represented by a permanent registered global certificate
(each an "Unrestricted Global Certificate") without interest coupons, which may be deposited on the relevant issue date (a) in the case of a Series intended to
be cleared through Euroclear and/or Clearstream, Luxembourg, with a common depositary on behalf of Euroclear and Clearstream, Luxembourg, (b) if such
Unrestricted Global Certificate is to be held under the New Safekeeping Structure (the "NSS") with a Common Safekeeper for Euroclear and Clearstream,
Luxembourg or (c) with a custodian (the "Custodian") for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC")
or (d) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, DTC, Euroclear and/or Clearstream, Luxembourg, or
delivered outside a clearing system, as agreed between the Issuer and the Dealer. Registered Notes sold in the United States to "qualified institutional buyers"
("QIBs") within the meaning of Rule 144A ("Rule 144A") under the Securities Act that are also "qualified purchasers" ("QPs") as defined in Section 2(a)(51)
of the United States Investment Company Act of 1940 (the "Investment Company Act") ("Restricted Notes") will initially be represented by a permanent
registered global certificate (each a "Restricted Global Certificate" and, together with the Unrestricted Global Certificate, the "Global Certificates") without
interest coupons, which may be deposited on the relevant issue date with a Custodian for, and registered in the name of Cede & Co. as nominee for DTC. The
provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes and the exchange of interests in each Global
Certificate for definitive Registered Notes are described in "Summary of Provisions Relating to the Notes while in Global Form".
The Issuer has been assigned a rating of Aa1 by Moody's France S.A.S and AAA by Fitch France S.A.S, in respect of its long-term debt. Each of Moody's France
S.A.S and Fitch France S.A.S is established in the European Union and registered under Regulation (EU) No 1060/2009 as amended by Regulation (EU) No
513/2011 (the "CRA Regulation"). As such, as of the date of this Base Prospectus, each of Moody's France S.A.S and Fitch France S.A.S is included in the list of
registered credit rating agencies published on the website of the European Securities and Markets Authority ("ESMA") (www.esma.europa.eu). Tranches of
Notes (as defined in the "Terms and Conditions of the Notes") issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such
rating will not necessarily be the same as the ratings assigned to the Notes. Whether or not each credit rating applied for in relation to a relevant Series of Notes
will be issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the Final Terms. Where
Notes are rated by a credit rating agency registered under the CRA Regulation, such credit rating agency will appear on the list of registered credit rating
agencies published on the website of ESMA (www.esma.europa.eu). A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Furthermore, the Issuer may at any time reduce the number of
rating agencies from which it requests ratings.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Arranger and Dealer
CREDIT SUISSE

This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
and for the purpose of giving information with regard to the Issuer 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 Issuer (the "Responsible Person") accepts responsibility for the information contained in this Base
Prospectus (including, for the avoidance of doubt, any free translations included in this Base Prospectus). To
the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Base Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
In this Base Prospectus "Arranger" and "Permanent Dealer" means Credit Suisse, and "Dealer" means any
Permanent Dealer or any further dealer appointed in connection with the Programme or with any specific
issue of Notes.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area that has implemented the
Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as
completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which
no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State and (in either case) published, all in accordance
with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final
terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in
that Relevant Member State and such offer is made in the period beginning and ending on the dates specified
for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii)
above may apply, neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or
supplement a prospectus for such offer.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any Dealer or the Arranger. 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 amended or 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 amended or 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 the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuer, any Dealer and the Arranger to inform themselves about and to observe any such restrictions.
This Base Prospectus may not be used for the purpose of an offer to, or a solicitation by, anyone in any

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jurisdiction or in any circumstances. For a description of certain restrictions on offers, sales and
deliveries of Notes and on distribution of this Base Prospectus and other offering material relating to
the Notes, see "Subscription and Sale" and "Transfer Restrictions". No action has been or will be taken
to permit a public offering of the Notes in any jurisdiction where any act would be required for that
purpose.
The Issuer has not been and will not be registered under the Investment Company Act. The Notes have
not been and will not be registered under the Securities Act or with any securities regulatory authority
of any state or other jurisdiction of the United States and the Notes may include Notes in bearer form
that are subject to U.S. tax law requirements. Notes may not be offered, sold or, in the case of bearer
notes, delivered within the United States or to, or for the account or benefit of U.S. persons, except in
transactions exempt from the registration requirements of the Securities Act. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale".
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S and, in the case of Registered Notes, within the United States to QIBs that are also QPs in
reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
For a description of these and certain further restrictions on offers, sales and transfers of Notes and
distribution of this Base Prospectus, see "Subscription and Sale" and "Transfer Restrictions".
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR
THE ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER, LEGAL
ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND RELATED MATTERS
CONCERNING THE PURCHASE OF NOTES.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealer to subscribe for, or purchase, any Notes. This Base Prospectus is intended only to provide
information to assist potential investors in deciding whether or not to subscribe for or purchase Notes
in accordance with the terms and conditions specified by the Dealer. The Notes may not be offered or
sold, directly or indirectly, and this Base Prospectus may not be circulated, in any jurisdiction except in
accordance with the legal requirements applicable to such jurisdiction.
Neither the Arranger nor the Dealer has separately verified the information contained in this Base
Prospectus. To the fullest extent permitted by law, neither the Arranger nor the Dealer makes any
representation, express or implied, or accepts any responsibility for the contents of this Base Prospectus
or for any other statement, made or purported to be made by the Arranger or the Dealer or on its
behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and the Dealer
accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Base Prospectus or any such
statement. Neither this Base Prospectus nor any other financial statements are intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by any of the
Issuer, the Arranger or the Dealer that any recipient of this Base Prospectus or any other financial
statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained in this Base Prospectus and its purchase of Notes should be

3

based upon such investigation as it deems necessary. Neither the Arranger nor the Dealer undertakes to
review the financial condition or affairs of the Issuer during the life of the arrangements contemplated
by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information
coming to the attention of the Arranger or the Dealer.
In connection with the issue of any Tranche, the Dealer (if any) named as the stabilising manager (the
"Stabilising Manager") (or any person acting on behalf of any Stabilising Manager) 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 (or any person acting on behalf of any Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche 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 relevant Tranche and
60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager (or any person acting on behalf of
any Stabilising Manager) in accordance with all applicable laws and rules.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED, 1955 ("RSA 421-B"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT
A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. The words "anticipate", "believe", "expect", "plan",
"intend", "targets", "aims", "estimate", "project", "will", "would", "may", "could", "continue" and similar
expressions are intended to identify forward-looking statements. All statements other than statements of
historical fact included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, business strategy, management plans and objectives for future operations, are forward-
looking statements. These forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the Issuer's actual results, performance or achievements, or industry results, to
be materially different from those expressed or implied by these forward-looking statements. These forward-
looking statements are based on numerous assumptions regarding the Issuer's present and future business
strategies and the environment in which the Issuer expects to operate in the future.
Factors that could cause actual results, performance or achievements to differ materially include, but are not
limited to, those discussed under "Risk Factors". Forward-looking statements speak only as of the date of this
Base Prospectus and the Issuer expressly disclaims any obligation or undertaking to publicly update or revise
any forward-looking statements in this Base Prospectus to reflect any change in the Issuer's expectations or
any change in events, conditions or circumstances on which these forward-looking statements are based.

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Given the uncertainties of forward-looking statements, the Issuer cannot give any assurance that projected
results or events will be achieved and the Issuer cautions investors not to place undue reliance on these
statements.
ENFORCEABILITY OF JUDGMENTS IN FRANCE AND SEIZURE OF ASSETS
The Issuer is an administrative national public agency (établissement public national à caractère
administratif) established under the laws of France. The directors and executive officers of the Issuer are, and
will continue to be, non-residents of the United States and substantially all of the assets of the Issuer and such
persons are located outside the United States. Although the Issuer has appointed an agent for service of
process in the United States, the Issuer has been advised that there is a doubt that a foreign judgment based
upon U.S. federal or state securities laws would be enforced in France. The Issuer has also been advised that
there is a doubt that a lawsuit based upon U.S. federal or state securities laws could be brought in an original
action in France.
The United States and France are not party to a treaty providing for reciprocal recognition and enforcement of
judgments, other than arbitral awards rendered in civil and commercial matters. Accordingly, a judgment
rendered by any U.S. federal or state court based on civil liability, whether or not predicated solely upon U.S.
federal or state securities laws, enforceable in the United States, would not directly be recognised or
enforceable in France. A party in whose favour such judgment was rendered could initiate enforcement
proceedings (exequatur) in France before the relevant civil court (Tribunal de Grande Instance). Enforcement
in France of such U.S. judgment could be obtained following proper (i.e., non-ex parte) proceedings if the
civil court is satisfied that the following conditions have been met (which conditions, under prevailing French
case law, do not include a review by the French court of the merits of the foreign judgment):

the dispute is clearly connected to the country in which the judgment was rendered (the United States)
and the French courts did not have exclusive jurisdiction over the matter;

such U.S. judgment does not contravene French international public policy rules, both pertaining to the
merits and to the procedure of the case;

such U.S. judgment is not tainted with fraud; and

such U.S. judgment does not conflict with a French judgment or a foreign judgment which has become
effective in France and there are no proceedings pending before French courts at the time enforcement
of the judgment is sought and having the same or similar subject matter as such U.S. judgment.
In addition, the discovery process under actions filed in the United States could be adversely affected under
certain circumstances by French criminal law No. 68-678 of 26 July 1968, as modified by French law No. 80-
538 of 16 July 1980 (relating to communication of documents and information of an economic, commercial,
industrial, financial or technical nature to foreign authorities or persons), which could prohibit or restrict
obtaining evidence in France or from French persons in connection with a judicial or administrative U.S.
action. Similarly, French data protection rules (law No. 78-17 of 6 January 1978 on data processing, data files
and individual liberties, as modified by law No. 2004-801 of 6 August 2004) can limit under certain
circumstances the possibility of obtaining information in France or from French persons in connection with a
judicial or administrative U.S. action in a discovery context.
Furthermore, if an original action is brought in France, French courts may refuse to apply the designated law
if its application contravenes French international public policy. Further, in an action brought in France on the
basis of U.S. federal or state securities laws, French courts may not have the requisite power to grant all the
remedies sought.

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As with all French public entities, the assets of CADES situated in France may not be seized. Noteholders
will therefore have no recourse to such assets. In addition, to the extent the Issuer has any assets outside
France, such assets may be protected by immunity from execution if allocated to sovereign activities (though
such privilege does not extend to assets allocated to commercial activities). In any case, the right to immunity
(if any) will be governed by the law of the place where the assets (if any) are situated. No guarantee is given
that the Issuer will at any time have any assets outside France or that any such assets will not be subject to
immunity.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"euro", "EUR" and "" are to the currency introduced at the start of the third stage of the European
economic and monetary union pursuant to the Treaty Establishing the European Community, as
amended and to "U.S.$", "USD", "U.S. dollars" and "$" are to dollars of the United States of America
being the legal currency for the time being of the United States of America.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Notes are "restricted securities" as defined in Rule 144(a)(3)
under the Securities Act, the Issuer will during any period that it is neither subject to section 13 or 15(d) of the
United States Securities and Exchange Act of 1934 (the "Exchange Act"), nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder furnish, upon request, to any holder or beneficial owner of such
restricted securities or any prospective purchaser designated by any such holder or beneficial owner upon the
request of such holder, beneficial owner or prospective purchaser, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.
FINANCIAL STATEMENTS
The financial statements of the Issuer for the two years ended 31 December 2011 and 31 December 2012,
English language translations of which (together with the audit reports thereon) contained in this Base
Prospectus, English language translations of which also are contained herein, are presented on the basis of
French generally accepted accounting principles ("GAAP") in a format that is specific to French credit
institution and financial institutions. These financial statements comply with the regulations of the French
Accounting Regulation Committee (Comité de la Réglementation Comptable or CRC) and the French
Banking and Financial Regulatory Committee (Comité de la Réglementation Bancaire et Financière or
CRBF) (which recently has been merged into the Autorité de Contrôle Prudentiel). Significant differences in
GAAP may exist between different jurisdictions, including between French GAAP and United States GAAP.
Significant differences may also exist between French GAAP and International Financial Reporting Standards
as adopted by the European Union ("IFRS"). The Issuer has not quantified the impact of these differences.
Investors should be aware that these differences may be material in the interpretation of the financial
statements and financial information contained herein and should consult their own professional advisors for
an explanation of the differences between French GAAP, on the one hand, and U.S. GAAP and IFRS, on the
other hand. See "Risk Factors" for a discussion for certain considerations relating to the presentation of
financial information by the Issuer on the basis of French GAAP.
PROSPECTUS SUPPLEMENT
If at any time the Issuer shall be required to prepare a prospectus supplement pursuant to Article 13 of the
Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, the Issuer will prepare and make
available an appropriate supplement to this Base Prospectus that, in respect of any subsequent issue of Notes
to be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's regulated

6

market, shall constitute a prospectus supplement as required by Article 13 of the Luxembourg Act dated 10
July 2005 relating to prospectuses for securities.
If such a supplement to the Base Prospectus is to be prepared by the Issuer, the supplement shall be approved
by the CSSF.
The Issuer has given an undertaking to any Dealer that if at any time during the duration of the Programme
there is a significant new factor, material mistake or inaccuracy relating to information contained in this Base
Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in or removal from
this Base Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of
the assets and liabilities, financial position, profits and losses and prospects of the Issuer, and the rights
attaching to the Notes, the Issuer shall prepare a supplement to this Base Prospectus or publish a replacement
Base Prospectus for use in connection with any subsequent offering of the Notes and shall supply to any
Dealer such number of copies of such supplement hereto as any Dealer may reasonably request.
In accordance with and pursuant to Article 16.2 of the Prospectus Directive, where the Notes are offered to
the public, investors who have already agreed to purchase or subscribe for Notes before any supplement is
published have the right, exercisable within two working days after the publication of such supplement, to
withdraw their acceptance provided that the new factor, mistake or inaccuracy referred to in Article 16.1 of
the Prospectus Directive arose before the final closing of the offer to the public and the delivery of the Notes.
The period may be extended by the Issuer or, if any, the relevant Authorised Offeror(s). The final date of the
right of withdrawal shall be stated in the supplement.

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RETAIL CASCADES
In the context of any offer of Notes from time to time in Luxembourg (the "Public Offer Jurisdiction") that is
not within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as
amended, (a "Public Offer"), the Issuer consents to the use of this Base Prospectus as so supplemented in
connection with a Public Offer of any Notes during the offer period specified in the relevant Final Terms (the
"Offer Period") and in the Public Offer Jurisdiction by:
(1) subject to conditions set out in the relevant Final Terms, any financial intermediary designated in such
Final Terms; or
(2) if so specified in the relevant Final Terms, any financial intermediary which satisfies the following
conditions: (a) acts in accordance with all applicable laws, rules, regulations and guidance of any applicable
regulatory bodies (the "Rules"), from time to time including, without limitation and in each case, Rules
relating to both the appropriateness or suitability of any investment in the Notes by any person and disclosure
to any potential investor; (b) complies with the restrictions set out under "Subscription and Sale" in this
Base Prospectus which would apply as if it were a Dealer; (c) ensures that any fee (and any commissions or
benefits of any kind) received or paid by that financial intermediary in relation to the offer or sale of the
Notes is fully and clearly disclosed to investors or potential investors; (d) holds all licences, consents,
approvals and permissions required in connection with solicitation of interests in, or offers or sales of, the
Notes under the Rules; (e) retains investor identification records for at least the minimum period required
under applicable Rules, and shall, if so requested, make such records available to the Dealer and the Issuer
or directly to the appropriate authorities with jurisdiction over the Issuer and/or the Dealer in order to enable
the Issuer and/or the Dealer to comply with anti-money laundering, anti-bribery and "know your client"
rules applying to the Issuer and/or the Dealer; (f) does not, directly or indirectly, cause the Issuer or the
Dealer to breach any Rule or any requirement to obtain or make any filing, authorisation or consent in any
jurisdiction; and (g) satisfies any further conditions specified in the relevant Final Terms (in each case an
"Authorised Offeror").
For the avoidance of doubt, neither the Dealer nor the Issuer shall have any obligation to ensure that an
Authorised Offeror complies with applicable laws and regulations and shall therefore have no liability in this
respect.
The Issuer accepts responsibility, in the Public Offer Jurisdiction , for the content of this Base Prospectus in
relation to any person (an "Investor") in such Public Offer Jurisdiction to whom an offer of any Notes is
made by any Authorised Offeror and where the offer is made during the period for which that consent is
given. However, neither the Dealer nor the Issuer has any responsibility for any of the actions of any
Authorised Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules
or other local regulatory requirements or other securities law requirements in relation to such offer. The
consent referred to above relates to Offer Periods occurring within 12 months from the date of this Base
Prospectus.
In the event the Final Terms designate Authorised Offeror(s) to whom the Issuer has given its consent to use
this Base Prospectus during an Offer Period, the Issuer may also give consent to additional Authorised
Offerors after the date of the relevant Final Terms and, if it does so, it will publish any new information in
relation to such Authorised Offerors who are unknown at the time of the approval of this Base Prospectus or
the filing of the relevant Final Terms.
If the Final Terms specify that any Authorised Offeror(s) may use this Base Prospectus during the Offer
Period, any such Authorised Offeror is required, for the duration of the relevant Offer Period, to publish
on its website that it is using the Prospectus for the relevant Public Offer with the consent of the Issuer and
in accordance with the conditions attached thereto.
Other than as set out above, neither the Issuer nor the Dealer has authorised the making of any Public Offer
by any person in any circumstances and such person is not permitted to use this Base Prospectus in
connection with its offer of any Notes. Any such offers are not made on behalf of the Issuer or by the Dealer
or Authorised Offerors and neither the Issuer nor the Dealer or Authorised Offerors has any responsibility or
liability for the actions of any person making such offers.

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An Investor intending to acquire or acquiring any Notes from an Authorised Offeror will do so, and offers
and sales of the Notes to an Investor by an Authorised Offeror will be made, in accordance with any terms
and other arrangements in place between such Authorised Offeror and such Investor including as to price
allocations and settlement arrangements (the "Terms and Conditions of the Public Offer"). The Issuer will
not be a party to any such arrangements with Investors (other than the Dealer) in connection with the offer
or sale of the Notes and, accordingly, this Base Prospectus and any Final Terms will not contain such
information. The Terms and Conditions of the Public Offer shall be provided to Investors by that
Authorised Offeror at the time of the Public Offer. Neither the Issuer nor the Dealer or other Authorised
Offerors has any responsibility or liability for such information.

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TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME ............................................................................................................. 11
OVERVIEW OF THE PROGRAMME ............................................................................................................ 19
RISK FACTORS .............................................................................................................................................. 25
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 32
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 33
SELECTED FINANCIAL INFORMATION OF THE ISSUER ..................................................................... 34
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 35
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..................... 55
USE OF PROCEEDS ....................................................................................................................................... 62
DESCRIPTION OF ISSUER ........................................................................................................................... 63
TAXATION ...................................................................................................................................................... 81
CERTAIN ERISA CONSIDERATIONS .......................................................................................................... 96
SUBSCRIPTION AND SALE ......................................................................................................................... 98
CLEARANCE AND SETTLEMENT ............................................................................................................ 102
TRANSFER RESTRICTIONS ...................................................................................................................... 106
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A
DENOMINATION OF LESS THAN 100,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN
THE EEA ................................................................................................................................................ 113
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A
DENOMINATION OF AT LEAST 100,000 TO BE ADMITTED TO TRADING ON AN EEA
REGULATED MARKET ...................................................................................................................... 125
GENERAL INFORMATION ......................................................................................................................... 136

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