Obligation SNCF Réseau 4.625% ( XS1045398077 ) en USD

Société émettrice SNCF Réseau
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  XS1045398077 ( en USD )
Coupon 4.625% par an ( paiement semestriel )
Echéance 01/04/2044 - Obligation échue



Prospectus brochure de l'obligation SNCF XS1045398077 en USD 4.625%, échue


Montant Minimal 200 000 USD
Montant de l'émission 150 000 000 USD
Description détaillée La SNCF est une société ferroviaire publique française assurant le transport de voyageurs et de marchandises sur le réseau ferré national.

L'Obligation émise par SNCF Réseau ( France ) , en USD, avec le code ISIN XS1045398077, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2044







Base Prospectus dated
5 March 2020

Société nationale SNCF
12,000,000,000
Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), Société nationale SNCF (the
"Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The
aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or its equivalent in other currencies) subject to increase as
described herein.

Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein.

Notes will be issued in one or more series (each a "Series"). Each Series may be issued in one or more tranches (each a "Tranche") on different issue dates and
on terms otherwise identical (except in relation to the interest commencement dates and matters related thereto). The Notes may be issued on a continuing basis
to one or more of the Dealers specified under "General Description of the Programme" and any additional Dealer appointed under the Programme from time to
time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base
Prospectus to the "relevant Dealer" shall be, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, to all Dealers
agreeing to subscribe such Notes.

This Base Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority pursuant to
Regulation (EU) 2017/1129 (the "Prospectus Regulation") and pursuant to the French Code monétaire et financier. The AMF 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 that is the subject of this Base Prospectus, nor of the quality of the Notes which are subject to this Base Prospectus.
Investors should make their own assessment as to the suitability of investing in the Notes.

Application may be made, for a period of 12 months after the date of approval of this Base Prospectus, for the Notes issued under the Programme (i) to be listed
and admitted to trading on Euronext Paris S.A. and/or (ii) 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 (iii) to the listing authority of any other member state of the European Economic Area ("EEA")
and/or the United Kingdom ("UK") for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such member
state and/or the UK. Each of Euronext Paris S.A. and the regulated market of the Luxembourg Stock Exchange is a regulated market (a "Regulated Market")
for the purposes of the Markets in Financial Instruments Directive 2014/65/EU of 15 May 2014, as amended ("MiFID II"). The requirement to publish a
prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or the UK and/or
offered to the public in the EEA and/or the UK.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is
applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes to be admitted to trading on any Regulated Market and/or offered
to the public will be set out in a final terms document (the "Final Terms") which will be filed with the AMF. The applicable Final Terms in respect of the issue
of any Notes will specify whether or not such Notes will be listed and, if so, the relevant stock exchange(s).

The Issuer may also issue Notes under the Programme for which no prospectus is required to be published under the Prospectus Regulation ("the Exempt
Notes"). In such case, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche will be set out in a pricing supplement document substantially in the form of the Final Terms.

Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note will be not less than
100,000, and if the Notes are denominated in a currency other than euro, in each case, the equivalent amount in such currency at the issue date, or such higher
amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant
specified currency.

Notes may be issued in either dematerialised form ("Dematerialised Notes") or materialised form ("Materialised Notes"). Materialised Notes will be in bearer
form only and may only be issued outside France.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L. 211-3 et seq. and R.211-1 of the French Code monétaire et
financier. No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes will be issued in either (i) bearer
dematerialised form (au porteur) inscribed as from the relevant issue date in the books of Euroclear France ("Euroclear France") as central depositary which
shall credit the accounts of Euroclear France Account Holders (as defined below) including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for
Clearstream Banking, S.A. ("Clearstream") or (ii) registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder in either (x)
administered registered form (au nominatif administré), in which case they will be inscribed in the accounts of the Euroclear France Account Holders
designated by the relevant Noteholders or (y) fully registered form (au nominatif pur), in which case they will be inscribed in an account in the books of
Euroclear France maintained by the Issuer or by the registration agent (designated in the applicable Final Terms) acting on behalf of the Issuer (the
"Registration Agent"). "Euroclear France Account Holder" means any authorised intermediary institution entitled to hold directly or indirectly accounts on
behalf of its customers with Euroclear France, and includes Euroclear and the depositary bank for Clearstream.

A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with
Materialised Notes. Such Temporary Global Certificate will be exchanged for Notes in definitive materialised bearer form, together, if applicable, with
coupons, for interest ("Coupons"), receipts for principal instalments ("Receipts") and talons for additional Coupons ("Talons") attached on or after a date
which is expected to fall on the 40th day following the Issue Date upon certification as to non-U.S. beneficial ownership, subject to extension as described in
"Provisions relating to Temporary Global Certificates issued in respect of the Materialised Notes". Temporary Global Certificates will (a) in the case of a
Tranche intended to be cleared through Euroclear and/or Clearstream, be deposited on the relevant issue date with a common depositary on behalf of Euroclear
and/or 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. See "Provisions relating to the Temporary Global
Certificates issued in respect of the Materialised Notes".

The Programme has been rated AA- by S&P Global Ratings Europe Limited ("S&P"), Aa3 by Moody's France SAS ("Moody's") and A+ by Fitch France SAS
("Fitch"). S&P, Moody's and Fitch are each a rating agency established in the European Union and registered under Regulation (EU) No 1060/2009, as
amended (the "CRA Regulation"). As such each of S&P, Moody's and Fitch is included in the list of credit rating agencies published by the European
Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation. Notes issued under the Programme may be rated or unrated by one or more rating agencies. If the Notes issued under the Programme are expected
to be rated, unless otherwise specified in the relevant Final Terms, it is expected that they will receive the ratings given to the Programme. Where a Tranche of
Notes is rated, such rating will be disclosed in the Final Terms including as to whether or not such rating(s) is (are) issued by credit rating agencies established
in the European Union, registered (or which have applied for registration) under the CRA Regulation and included in the list of credit rating agencies published
by the European Securities and Markets Authority on its website and will not necessarily be the same as the rating assigned to the Issuer's long term debt and

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short term debt by the relevant rating agency. 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.

Prospective investors should have regard to the factors described under the section entitled "Risk Factors"" in this Base Prospectus.

This Base Prospectus and the documents incorporated by reference in this Base Prospectus will be available on the website of the Issuer
(https://www.sncf.com/fr/groupe/finance/publications-financieres-sncf) and this Base Prospectus will be available on the website of the AMF (www.amf-
france.org).

Arranger for the Programme
HSBC

Dealers
Barclays
BofA Securities
BNP Paribas
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
ING
J.P. Morgan
La Banque Postale
Morgan Stanley
Natixis
NatWest Markets
Nomura
RBC Capital Markets
Santander Corporate &Investment Banking
SMBC Nikko
Société Générale Corporate & Investment Banking
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IMPORTANT INFORMATION
This Base Prospectus (together with any supplement to this Base Prospectus published from time to time)
comprises a base prospectus in respect of Notes issued under the Programme for the purposes of Article 8 of
the Prospectus Regulation.
This Base Prospectus is to be read in conjunction with (i) any supplement hereto that may be published from
time to time (ii) all documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference") and (iii) the applicable relevant Final Terms, as the case may be. This Base
Prospectus shall be read and construed on the basis that such documents are incorporated into and form part
of this Base Prospectus. Any websites included in this Base Prospectus are for information purposes only
and the information in such websites does not form any part of this Base Prospectus unless that information
is incorporated by reference into the Base Prospectus.
Unauthorised Information
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in connection with
the Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in General
Description of the Programme). Neither the delivery of this Base Prospectus nor the offering, sale or delivery
of any Notes shall, under any circumstances, create any implication that there has been no change in the
affairs of the Issuer or the SNCF Group (as defined in Condition 9 (Events of Default)) 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 or the SNCF Group 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.
Restriction on Distribution
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restrictions.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and 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, 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"). For a description of certain restrictions on offers and sales of Notes and on
distribution of this Base Prospectus, see "Subscription and Sale".
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of the Notes constitutes an offer of, or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
Neither the Dealers nor the Arranger have independently verified the information contained in this Base
Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Arranger or the Dealers as to the accuracy or completeness of the
information contained or incorporated in this Base Prospectus or any other information provided by the
Issuer in connection with the Programme. Neither the Arranger nor any Dealer accepts any liability in
relation to the information contained or incorporated by reference in this Base Prospectus or any other
information provided by the Issuer in connection with the Programme. None of this Base Prospectus, any
document incorporated by reference, any other financial statements and any other information supplied in
connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other
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evaluation and (b) should be considered as a recommendation by any of the Issuer, the Arranger or the
Dealers that any recipient of this Base Prospectus or any other financial statements or any document
incorporated by reference or any other information supplied in connection with the Programme or any Notes
should purchase any Notes. Each investor contemplating purchasing any Notes should make its own
independent investigation of the financial conditions and affairs, and its own appraisal of the
creditworthiness, of the Issuer. None of the Dealers or the Arranger undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus
nor to advise any investor or potential investor in the Notes issued under the Programme of any information
coming to the attention of any of the Dealers or the Arranger.
IMPORTANT ­ EEA AND UK RETAIL INVESTORS: If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA and UK 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 or UK. 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 MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET: 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.
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
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 manufacturer's 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
manufacturer's target market assessment) and determining appropriate distribution channels.

NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE ­ Solely for the purposes of its obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Regulation 3(b) of the
Securities and Futures (Capital Markets Products) Regulations 2018 (the "SF (CMP) Regulations") that,
unless otherwise stated in the relevant Final Terms, all Notes issued under the Programme shall be
prescribed capital markets products as defined in SF (CMP) Regulations and "Excluded Investment
Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
No sustainability representations
No Dealer makes any representation as to the suitability of the Notes to fulfil environmental and
sustainability criteria required by prospective investors. The Dealers have not undertaken, nor are
responsible for, any assessment of the eligibility criteria, any verification of whether the Eligible Assets meet
the eligibility criteria, or the monitoring of the use of proceeds. Investors should refer to the Issuer's website
for information.

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Considerations for investors relating to the credit rating of the Notes
One or more independent credit rating agencies may (whether or not upon the solicitation of the relevant
Issuer) assign credit ratings to the Notes. The Programme has been rated AA- by S&P, Aa3 by Moody's and
A+ by Fitch, however these ratings may not necessarily reflect the rating that might or will be assigned to
any particular issue of Notes. The ratings may not reflect the potential impact of all risks related to structure,
market and other factors that may affect the market value of the Notes.
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. In addition, a rating downgrade may lead to an increase in the cost of financing
for the Issuer and may therefore lead to difficulties for the Issuer to meet its obligations, including its
obligations under the Notes. Any downgrading of the rating of the Programme and/or the Issuer which could
be due to a gradually increasing exposure to competitive markets or important adverse changes in the
national or European regulatory, statutory and legal framework, may adversely affect the marketability of the
Notes issued under this Programme in the secondary market. In addition, since the French State is the sole
shareholder of the Issuer and may be looked to in case of financial contributions, if needed, changes in the
ratings or outlook on the French State could lead to corresponding changes to those in respect of the Issuer.
In general, European regulated investors are restricted under Regulation (EC) No 1060/2009 (as amended)
(the "CRA Regulation") from using credit ratings for regulatory purposes, unless such ratings are issued by
a credit rating agency established in the EU and registered under the CRA Regulation (and such registration
has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances.
Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies,
unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-
EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or
certification, as the case may be, has not been withdrawn or suspended, subject to transitional provisions that
apply in certain circumstances). The list of registered and certified rating agencies published by the European
Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation is not
conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays
between certain supervisory measures being taken against a relevant rating agency and the publication of the
updated ESMA list.
Benchmark Regulation
Amounts payable on Floating Rate Notes may be calculated by reference to an interest rate indice such as
LIBOR, EURIBOR, EONIA, STR, EUR CMS, TEC 10, SONIA or SOFR or any other reference rate set
out in the applicable Final Terms. As at the date of this Base Prospectus, the administrators of LIBOR,
EURIBOR and EUR CMS are included in ESMA's register of administrators under Article 36 of the
Regulation (EU) No. 2016/1011 (the "Benchmark Regulation").
Amounts payable on Inflation Linked Notes will be calculated by reference to CPI or HICP (each as defined
below).
As far as the Issuer is aware, STR, SONIA, SOFR, TEC 10, CPI and HICP do not fall within the scope of
the Benchmark Regulation by virtue of Article 2 of that regulation, such that the administrators of these
benchmarks are not currently required to obtain authorisation/registration. The relevant Final Terms in
respect of an issue of Floating Rate Notes or Inflation Linked Notes may specify the relevant benchmark, the
relevant administrator and whether such administrator appears on the ESMA register referred to above.
Suitability of investment in the Notes
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Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. 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 Notes and the information contained or incorporated by reference in this
Base Prospectus or in any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and
the impact the 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 the principal or interest payments is different from the potential purchaser's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any financial
markets and of any financial variable which might have a negative impact on the return on the
Notes; and
(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 adversely affect its investment and its ability to
bear the applicable risks.
Some Notes 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 unless
it has the expertise (either alone or with the help of a financial, legal, tax and/or accounting 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.
Prospective purchasers should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposal of Notes.
A prospective investor may not rely on the Issuer, the Arranger or any of the Dealers or any of their
respective affiliates in connection with its determination as to the legality of its acquisition of the Notes or as
to the other matters referred to above.

When the Materialised Notes are held by or on behalf of Euroclear and Clearstream or any other
clearing system or Dematerialised Notes are created in book entry form in Euroclear France, investors
will have to rely on the clearing system procedures for transfer, payment and communication with the
Issuer
While Materialised Notes are held in the Clearing Systems, investors will be able to trade their beneficial
interests only through such Clearing Systems. Dematerialised Notes will be created in book entry form in
Euroclear France and investors will be able to trade the Notes only through Euroclear France Account
Holders.

While Materialised Notes are held in the Clearing Systems or, in the case of Dematerialised Notes, the Issuer
will discharge its payment obligations under the Notes by making payments to the common depositary or the
common safekeeper (in the case of Materialised Notes), or through accounts of Euroclear France Account
Holders for the benefit of the holders of Dematerialised Notes (in the case of Dematerialised Notes). A
holder of a beneficial interest in such Materialised Notes or a holder of Dematerialised Notes must rely on
the procedures of the Clearing Systems and such Euroclear France Account Holders, as the case may be, to
receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or
payments made in respect of, beneficial interests in any Notes held in any clearing system(s). The
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Noteholders are therefore reliant on the clearing system(s) and any intermediaries for any transfers,
payments and communications and the Noteholders may not have any recourse against them in the event of
any defaults or delays in respect thereof.
Important notice relating to Green Bonds
Prospective investors should have regard to the information set out in the "Use of Proceeds" section of the
Final Terms and must determine for themselves the relevance of such information for the purpose of any
investment in the Green Bonds together with any other investigation such investor deems necessary. In
particular, no assurance is given by the Issuer that the use of such proceeds for any Eligible Green Projects
will satisfy, whether in whole or in part, any present or future investor expectations or requirements as
regards any investment criteria or guidelines with which such investor or its investments are required to
comply, whether by any present or future applicable law or regulations or by its own by-laws or other
governing rules or investment portfolio mandates, in particular with regard to any direct or indirect
environmental, sustainability or social impact of any projects or uses, the subject of or related to, any
Eligible Green Projects. Furthermore, it should be noted that there is currently no clear definition (legal,
regulatory or otherwise) of, nor market consensus as to what constitutes, a "green" or "sustainable" or
"social impact" or an equivalently-labelled project or as to what precise attributes are required for a
particular project to be defined as such. As part of action plan for financing sustainable growth the EU
Commission is considering an EU classification system which is expected to be gradually integrated into EU
legislation but no assurance can be given that such a clear definition or consensus will develop over time.
Accordingly, no assurance is or can be given to investors that any Eligible Green Projects will meet any or
all investor expectations regarding such objectives or that any adverse environmental, social and/or other
impacts will not occur during the implementation of any Eligible Green Projects.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any
opinion or certification of any third party (whether or not solicited by the Issuer) which may be made
available in connection with the issue of the Green Bonds and in particular with any Eligible Green Projects
to fulfil any environmental, sustainability, social and/or other criteria. For the avoidance of doubt, any such
opinion or certification is not, nor shall be deemed to be, incorporated in and/or form part of this Base
Prospectus.
Stabilisation
In connection with the issue of any Tranche of Notes, the dealer or dealers (if any) named as 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, stabilisation may not
necessarily occur. 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 of Notes is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant stabilising manager(s)
(or persons acting on behalf of any stabilising manager(s)) in accordance with all applicable laws and
rules.


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CONTENTS

Page
General Description of the Programme .............................................................................................................. 9
Risk Factors ...................................................................................................................................................... 18
Supplement to the Base Prospectus .................................................................................................................. 45
Presentation of Financial and other Information .............................................................................................. 46
Documents Incorporated by Reference ............................................................................................................ 48
Terms and Conditions of the Notes .................................................................................................................. 51
Use of Proceeds .............................................................................................................................................. 113
Provisions relating to Temporary Global Certificates issued in respect of the Materialised Notes ............... 114
Description of the Issuer ................................................................................................................................. 115
Subscription and Sale ..................................................................................................................................... 132
Taxation .......................................................................................................................................................... 138
Form of Final Terms ....................................................................................................................................... 140
General Information ....................................................................................................................................... 158
Persons Responsible for the Information Given in the Base Prospectus ........................................................ 162

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GENERAL DESCRIPTION OF THE PROGRAMME
The following general description does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms.
This constitutes a general description of the Programme for the purposes of Article 25.1 of Commission
Delegated Regulation 2019/980 supplementing Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Words and expressions defined in "Form of the Notes", "Terms and Conditions of the Notes", "Use of
Proceeds" shall have the same meanings in this General Description.

Issuer:
The Issuer is a société anonyme (a limited liability company)
whose share capital is held in the public domain (formerly,
SNCF Mobilités, then an établissement public à caractère
industriel et commercial), which is the holding company of a
newly reorganised state-owned unified group fulfilling the
public service missions in the field of rail transport and
mobility. The SNCF Group (as defined in Condition 9 (Events
of Default)) is composed of the Issuer, holding directly and
indirectly several Subsidiaries, including SNCF Voyageurs (a
new company, established as a société anonyme, primarily
carrying out the activities previously carried out by SNCF
Mobilités) and SNCF Réseau (formerly an établissement public
à caractère industriel et commercial and now a société
anonyme).
The Issuer is 100 per cent. controlled by the French State.

Issuer Legal Entity Identifier ("LEI"):
969500A4MXJ3ESPHK698
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme.
In addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme, including risks relating to the
structure of a particular series of Notes issued under the
Programme. These are set out under the section "Risk Factors".
Description:
Euro Medium Term Note Programme (the "Programme").
Arranger:
HSBC France
Banco Santander S.A., Barclays Bank Ireland PLC, BofA
Dealers:
Securities Europe SA, BNP Paribas, Citigroup Global Markets
Limited, Citigroup Global Markets Europe AG, Crédit Agricole
Corporate and Investment Bank, Credit Suisse Securities
(Europe) Limited, Deutsche Bank Aktiengesellschaft, Goldman
Sachs International, HSBC France, ING Bank N.V., Belgian
Branch, J.P. Morgan Securities plc, La Banque Postale, Merrill
Lynch International, Morgan Stanley & Co. International plc,
Natixis, NatWest Markets Plc, NatWest Markets N.V., Nomura
International plc, Nomura Financial Products Europe GmbH,
RBC Europe Limited, SMBC Nikko Capital Markets Limited,
SMBC Nikko Capital Markets Europe GmbH and Société
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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 or more Tranches or in respect of the
whole Programme. References in this Base Prospectus to
"Permanent Dealers" are to the persons listed above as
Dealers and to such additional persons that are 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 to all persons
appointed as dealers in respect of one or more Tranches.
Fiscal Agent and Principal Paying Agent:
Citibank, N.A., London Branch.
French Paying Agent:
Citibank Europe PLC, France Branch.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale"), including the following
restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year: Notes having a
maturity of less than one year will, if the proceeds of the issue
are accepted in the United Kingdom, constitute deposits for the
purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000
("FMSA") unless they are issued to a limited class of
professional investors and have a denomination of at least
£100,000 or its equivalent, see "Subscription and Sale".
Programme Size:
Up to 12,000,000,000 (or its equivalent in other currencies at
the date of issue) aggregate nominal amount of Notes
outstanding at any one time. The Issuer may increase the
amount of the Programme in accordance with the terms of the
Dealer Agreement dated 5 March 2020 (as may be amended or
supplemented as at the date of issue of the Notes (the "Issue
Date") between the Issuer, the Arranger and the Dealers (the
"Dealer Agreement")).
Method of Issue:
The Notes will be issued in one or more 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 may be issued in
Tranches on the same or different issue dates with no minimum
issue size. Further Notes may be issued as part of an existing
Series. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and
conditions and, save in respect of the issue date, issue price,
first payment of interest and nominal amount of the Tranche,
will be identical to the terms of other Tranches of the same
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