Obligation DexiaCorp 1% ( XS1700578724 ) en EUR

DexiaCorp

100 % ▲

France

XS1700578724 ( en EUR )

1% par an ( paiement annuel )

18/10/2027 - Obligation échue

Prospectus brochure de l'obligation Dexia S.A XS1700578724 en EUR 1%, échue

Dexia S.A. était une banque franco-belge qui a fait faillite en 2011 après avoir subi de lourdes pertes liées à la crise des subprimes et à des investissements risqués dans le secteur public.

L'Obligation émise par DexiaCorp ( France ) , en EUR, avec le code ISIN XS1700578724, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/10/2027

DEXIA CRÉDIT LOCAL
(a société anonyme established under the laws of the Republic of France)
Euro 45,000,000,000
Guaranteed Euro Medium Term Note Programme
benefitting from an unconditional and irrevocable first demand guarantee by the States of Belgium, France and Luxembourg
_____________________________________
Under the EUR 45,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme") described in this Information Memorandum, Dexia Crédit
Local (the "Issuer" or "DCL"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue guaranteed Euro Medium
Term Notes (the "Notes").
The States of Belgium, France and Luxembourg (each a "Guarantor" and together the "Guarantors") will guarantee, severally and not jointly, each to the extent
of its quota indicated in Clause 3 of the Independent on-demand guarantee dated 24 January 2013 (as amended, supplemented and/or restated from time to time,
(the "Guarantee"), payments of principal and interest due with respect to the Notes to the extent that they constitute Guaranteed Obligations as described under
the Guarantee. For further information, see the section entitled "The Guarantee" in this Information Memorandum. The Issuer will, subject to certain exceptions,
pay additional amounts in respect of any French taxes withheld. No additional amounts will be payable by the Guarantors if any payments in respect of any Note
or the Guarantee become subject to deduction or withholding in respect of any taxes or duties whatsoever. The Issuer may, and in certain circumstances shall,
redeem all, but not some only of, the Notes if certain French taxes are imposed or, if the Pricing Supplement issued in respect of any Series so provides, in the
circumstances set out in such Pricing Supplement. See "Terms and Conditions of the Notes -- Taxation" and "Terms and Conditions of the Notes -- Redemption,
Purchase and Options".
The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 45,000,000,000 (or its equivalent in other currencies).
The Notes may (i) be issued or redeemed at their nominal amount or at a premium over or discount to their nominal amount; (ii) bear interest on a fixed or floating
rate or not bear Interest and (iii) be paid in a currency or currencies other than the original currency of issue.
Notes will be issued on a continuous basis in series (each a "Series") having one or more issue dates and the same maturity date, bearing interest (if any) on the
same basis and at the same rate (except in respect of the first payment of interest) and on terms otherwise identical (or identical other than in respect of the first
payment of interest, the issue date, the issue price and the nominal amount), the Notes of each Series being intended to be consolidated as regards their financial
service with all other Notes of that Series. Each Series may be issued in tranches ("Tranches") on different issue dates. The specific terms of each Series of Notes
(which will be supplemented where necessary with supplemental terms and conditions) will be determined at the time of the offering of each Series based on the
then prevailing market conditions and will be set forth in the relevant Pricing Supplement (as defined herein).
This Information Memorandum supersedes and replaces the Information Memorandum dated 5 July 2016 and all supplements thereto.
This Information Memorandum does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended, and may be used only for the purpose for
which it is published.
Application has 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 regulated market of the Luxembourg Stock Exchange (the "Regulated Market"). This
Information Memorandum constitutes a "Base Prospectus" and any Pricing Supplement hereto will constitute a "Final Terms" each for the purposes of
Luxembourg law of 10 July 2005 on the Prospectus for Securities as amended.
Application may in the future be made, in certain circumstances, to list Notes on such other or further stock exchanges as may be agreed between the Issuer and
the relevant Dealer. The 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 instalments, as amended, appearing on the list of regulated markets published by the European Securities and Markets Authority (each such
market being an "EEA Regulated Market"). Unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement 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).
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes") will initially be represented by a temporary global Note (each a "temporary
Global Note") or by a permanent global Note (each a "permanent Global Note" and, together with the temporary Global Note, the "Global Notes"), in either
case in bearer form, without interest coupons which may be (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV ("Euroclear")
and/or Clearstream Banking, S.A. ("Clearstream") (x) if the Global Notes are stated in the applicable Pricing Supplement to be issued in new global note
("NGN") form which are intended to be eligible collateral for Eurosystem monetary policy, delivered on or prior to the original issue date of the Tranche to a
common safekeeper (the "Common Safekeeper") for Euroclear and Clearstream; or (y) in the case of Global Notes which are not issued in NGN form ("Classic
Global Notes" or "CGNs"), deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream (the "Common Depositary"), (b) in the
case of a Tranche intended to be cleared through Euroclear France, deposited on the issue date with Euroclear France acting as central depositary and (c) in the
case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear, Clearstream and Euroclear France or delivered outside a
clearing system, deposited on the relevant issue date as agreed between the Issuer and the relevant Dealer.
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes") will initially be represented by a permanent registered global certificate
(each a "Global Certificate"), without interest coupons, which may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream (x) if
the Global Certificate is held under the New Safekeeping Structure (the "NSS"), be deposited on or prior to the issue date with the Common Safekeeper; or (y) if
the Global Certificate is not held under the NSS, be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream and (b) in the
case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear, Clearstream or delivered outside a clearing system, as
agreed between the Issuer and the relevant Dealer. The provisions governing the exchange of interests in the Global Notes for other Global Notes and definitive
0073457-0000083 PA:19188503.10

Notes and the exchange of interests in each Global Certificate for individual certificates ("Individual Certificates" and, together with any Global Certificates, the
"Certificates") are described in "Summary of Provisions relating to the Notes while in Global Form".
The Programme has been rated AA by Fitch Ratings Limited ("Fitch"), (P)Aa3 by Moody's France S.A.S. ("Moody's") and AA for long-term debt and A-1+ for
short-term debt by Standard & Poor's Credit Market Services France S.A.S. ("S&P"). Each of Fitch, Moody's and S&P is established in the European Union and
is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). Each of Fitch, Moody's and S&P is included in the list of registered
credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Notes issued pursuant
to the Programme may be unrated. The relevant Pricing Supplement will specify whether or not such credit ratings are issued by a credit rating agency established
in the European Union and registered under the CRA Regulation. A 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 headed "Risk Factors" in this Information Memorandum.
Dealers
Barclays
Goldman Sachs International
BofA Merrill Lynch
HSBC
Citigroup
J.P. Morgan
Commerzbank
Morgan Stanley
Crédit Agricole CIB
Natixis
Crédit Suisse
NatWest Markets
Deutsche Bank
Nomura
Dexia Crédit Local
Société Générale Corporate & Investment Banking

Arranger for the Programme
Goldman Sachs International
The date of this Information Memorandum is 29 June 2017.
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In relation to each separate issue of Notes, the Pricing Supplement, including the final offer price and the
amount of such Notes will be determined by the Issuer and the relevant Dealers in accordance with prevailing
market conditions at the time of the issue of the Notes and will be set out in the relevant Pricing Supplement,
substantially in the form of the pro forma Pricing Supplement set out in this Information Memorandum.
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer, the
Arranger or any of the Dealers (each as defined in "Overview of the Programme"). Neither the delivery of
this Information Memorandum 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 or the Issuer and its
subsidiaries and affiliates taken as a whole (the "DCL Group") since the date hereof or the date upon which
this Information Memorandum has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the DCL Group since the date hereof or the date upon
which this Information Memorandum 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.
To the fullest extent permitted by law, none of the Dealers (other than DCL in its capacity as Dealer) or the
Arranger accept any responsibility for the contents of this Information Memorandum or for any other
statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the
Issuer or the issue and offering of the Notes. The Arranger and each Dealer (other than DCL in its capacity as
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 Information Memorandum or any such
statement. This Information Memorandum is not 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, any
Guarantor or any of the Dealers that any recipient of this Information Memorandum should purchase the
Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in
this Information Memorandum and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers (other than DCL in its capacity as Dealer) or the Arranger undertakes to
review the financial condition or affairs of the Issuer or the Guarantors during the life of the arrangements
contemplated by this Information Memorandum nor to advise any investor or potential investor in the Notes
of any information coming to the attention of any of the Dealers or the Arranger.
This Information Memorandum does not constitute, and may not be used in connection with, an offer of, or an
invitation to any person to whom it is unlawful to make such offer or invitation by or on behalf of the Issuer or
the Dealers to subscribe for, or purchase, any Notes.
The distribution of this Information Memorandum and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Information Memorandum comes are required
by the Issuer, the Guarantors, the Arrangers and the Dealers to inform themselves about and to observe any
such restrictions. In particular, there are restrictions on the distribution of this Information Memorandum and
the offer or sale of the Notes in the United States, the United Kingdom, France, Belgium and Japan (see the
section entitled "Subscription and Sale" below).
IMPORTANT EEA RETAIL INVESTORS: The Notes are not intended, from 1 January 2018, to be
offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"),
where that customer would not qualify as a professional client as defined in point (1) of Article 4(1) of MiFID
II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
0073457-0000083 PA:19188503.10
(i)

European Economic Area has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs
Regulation.
THE NOTES AND THE GUARANTEE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT ARE SUBJECT TO U.S.
TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, 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") OR, IN THE CASE OF
MATERIALISED NOTES IN BEARER FORM, THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) in the applicable Pricing Supplement (the "Stabilising Manager(s)") (or persons acting on behalf
of any Stabilising Manager(s)) 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 such action 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. 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 applicable laws and regulations.
In this Information Memorandum, unless otherwise specified or the context otherwise requires, references to
"Euro", "EUR" or "" are to the single currency of the participating member states of the European Union
which was introduced on 1 January 1999.
References to "Dexia" are to Dexia SA; references to the "Dexia Group" and the "Group" are to Dexia SA and
its consolidated subsidiaries; references to "DCL" are to Dexia Crédit Local; references to the "Issuer" are to
Dexia Crédit Local; references to "us", "we", or "our" are references to the Issuer; references to "DCL Group"
are references to the Issuer and its subsidiaries and affiliates taken as a whole.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Information Memorandum. The Issuer
declares, having taken all reasonable care to ensure that such is the case, that to the best of the knowledge of
the Issuer the information contained in this Information Memorandum is in accordance with the facts and does
not omit anything likely to affect the import of such information.
None of the Guarantors has either reviewed this Information Memorandum or verified the information
contained in it, and none of the Guarantors makes any representation with respect to, or accepts any
responsibility for, the contents of this Information Memorandum or any other statement made or
purported to be made on its behalf in connection with the Issuer or the issue and offering of any Notes.
Each of the Guarantors accordingly disclaims all and any liability, whether arising in tort or contract
or otherwise, which it might otherwise have in respect of this Information Memorandum or any such
statement.
0073457-0000083 PA:19188503.10
(ii)

TABLE OF CONTENTS

OVERVIEW OF THE PROGRAMME ............................................................................................................. 4
RISK FACTORS .............................................................................................................................................. 12
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 37
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 38
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM..................... 64
DEXIA CRÉDIT LOCAL ................................................................................................................................ 72
THE GUARANTEE ......................................................................................................................................... 84
USE OF PROCEEDS ..................................................................................................................................... 106
TAXATION ................................................................................................................................................... 107
SUBSCRIPTION AND SALE ....................................................................................................................... 113
FORM OF PRICING SUPPLEMENT ........................................................................................................... 117
GENERAL INFORMATION ........................................................................................................................ 129
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OVERVIEW OF THE PROGRAMME

Issuer
Dexia Crédit Local, a limited company (société anonyme) established
under French company law having its registered office in:

Tour CBX

La Défense 2

1, Passerelle des Reflets

92913, La Défense Cedex

France

DCL is registered as a company under the number 351804042
Nanterre (Registre du Commerce et des Sociétés).

DCL is part of the Dexia group of companies (the "Dexia Group"),
the ultimate holding company being Dexia.
Guarantors
The Kingdom of Belgium, the Republic of France and the Grand
Duchy of Luxembourg.
Guarantee
The Guarantors will severally and not jointly guarantee issues of
Notes under the Programme. For further information, see the section
entitled "The Guarantee" in this Information Memorandum. The
Notes will have the benefit of the Guarantee to the extent that the
Notes constitute "Guaranteed Obligations" as defined in Clause 1 of
the Guarantee.
Description of the
Continuously offered Guaranteed Euro Medium Term Note
Programme
Programme.
Arranger
Goldman Sachs International
Dealers
Barclays Bank PLC

Citigroup Global Markets Limited

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG, London Branch

Dexia Crédit Local

Goldman Sachs International

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

Morgan Stanley & Co. International plc

Natixis

Nomura International plc

Société Générale

The Royal Bank of Scotland plc (trading as NatWest Markets)
0073457-0000083 PA:19188503.10
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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 Information Memorandum to
"Permanent Dealers" are to the persons listed above as Dealers and
to such additional persons which are appointed as dealers in respect of
the whole Programme (and whose appointment has not been
terminated) and to "Dealers" are to all Permanent Dealers and all
persons appointed as a dealer in respect of one or more Tranches.
Programme Limit
Up to Euro 45,000,000,000 (or the equivalent in other currencies)
aggregate nominal amount of Notes outstanding at any one time.
Where an issue of Notes is in a currency other than Euro, the
aggregate nominal amount of such Notes shall be calculated based on
the Euro equivalent value of such currency as at the relevant issue
date of such Notes.
Guarantee Limits
The aggregate commitment in principal of the Guarantors under the
Guarantee for all outstanding Guaranteed Obligations (including, but
not limited to, Notes issued under the Programme) may not at any
time exceed the following limits, it being understood that the interest
and incidental amounts due on the principal amounts so limited are
guaranteed beyond these limits:

(1)
Euro 85,000,000,000 for the three Guarantors in aggregate;

(2)
Euro 43,698,500,000 for the Kingdom of Belgium;

(3)
Euro 38,751,500,000 for the Republic of France; and

(4)
Euro 2,550,000,000 for the Grand Duchy of Luxembourg,

as set out in Article 3 of the Guarantee.

The aggregate principal amount of the outstanding Guaranteed
Obligations at 26 June 2017 was EUR 70.8 billion.

Compliance with the above-mentioned limits will be assessed upon
each new issuance of, or entry into, Guaranteed Obligations, with the
outstanding principal amount of all Guaranteed Obligations
denominated in foreign currencies (i.e., Guaranteed Obligations
issued or entered into prior to such time, as well as such new
Guaranteed Obligations if denominated in foreign currencies) being
converted into Euro, at the reference rate of the date of such new
issuance of, or entry into, Guaranteed Obligations, as published on
that day by the European Central Bank.

Any subsequent non-compliance with such limits will not affect the
rights of the Noteholders under the Guarantee with respect to Notes
issued before any such limit was exceeded.
Fiscal Agent, Listing Agent Banque Internationale à Luxembourg, société anonyme.
and Paying Agent
0073457-0000083 PA:19188503.10
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Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in euro (EUR), U.S. dollar (USD),
Canadian dollar (CAD), pound sterling (GBP), yen (JPY) or Swiss
franc (CHF), as agreed between the Issuer and the relevant Dealers.
Maturities
Subject to compliance with all relevant laws, regulations and
directives, any maturity up to a maximum maturity as specified in the
Guarantee (which, at the date of this Information Memorandum, is ten
years from the relevant Issue Date). In the case of Extendible Notes,
the Noteholder's option may provide that the Maturity Date in respect
of the Notes will be automatically extended to a maximum maturity
as specified in the Guarantee (which, at the date of this Information
Memorandum, is ten years from the relevant Issue Date) unless a
Noteholder exercises its Non-Extension Option in respect of any Note
held by such Noteholder within the relevant Exercise Period.
Form of Notes
The Notes may be issued in bearer form ("Bearer Notes") or in
registered form ("Registered Notes"). Each Tranche of Bearer Notes
will be represented on issue by a temporary Global Note if (i)
definitive Notes are to be made available to Noteholders following
the expiry of 40 days after their issue date or (ii) such Notes are being
issued in compliance with the D Rules (as defined in "Overview of the
Programme -- Selling Restrictions"), otherwise such Tranche will be
represented by a permanent Global Note. Registered Notes will be
represented by Certificates, one Certificate being issued in respect of
each Noteholder's entire holding of Registered Notes of one Series.
Certificates representing Registered Notes that are registered in the
name of a nominee for one or more clearing systems are referred to as
"Global Certificates".

The relevant Pricing Supplement will specify whether Notes are
issued as Bearer Notes or Registered Notes.
Denominations
Notes will be issued in such denominations as may be specified in the
applicable Pricing Supplement.
Interest, Specified Interest
The relevant Pricing Supplement will specify whether or not the
Payment Dates, Interest
Notes bear interest, the method of and periods for, the calculation of
Periods and Rates of
such interest (which may differ from time to time or be constant for
Interest
any Series) and the dates on which any such interest shall be payable.
Notes may have a maximum rate of interest, a minimum rate of
interest, or both.
Fixed Interest Rate Notes
Fixed interest will be payable in arrear on the date or dates in each
year specified in the relevant Pricing Supplement.
Floating Rate Notes
Floating Rate Notes will bear interest set separately for each Series by
reference to LIBOR, EURIBOR or EUR CMS (or such other
benchmark as may be specified in the relevant Pricing Supplement) as
adjusted for any applicable margin. Interest Periods will be specified
in the relevant Pricing Supplement.
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Zero Coupon Notes
Zero Coupon Notes may be issued at their principal amount or at a
discount to it and will not bear interest.
Other Notes
Terms applicable to high-interest Notes, low-interest Notes, step-up
Notes and step-down Notes will be set out in the relevant Pricing
Supplement.
Redemption by Instalments The Pricing Supplement issued in respect of each issue of Notes
which are redeemable in two or more instalments will set out the days
on which, and the amounts in which, such Notes may be redeemed.
Optional Redemption
The Pricing Supplement issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated
maturity at the option of the Issuer (either in whole or in part) and/or
the holders, and, if so, the terms applicable to such redemption as
described in "Terms and Conditions of the Notes -- Redemption,
Purchase and Options".
Early Redemption
Except as provided in "Optional Redemption" above, Notes will be
redeemable at the option of the Issuer prior to maturity only for tax
reasons, as described in "Terms and Conditions of the Notes --
Taxation".
Consolidation
Notes of one Series may be consolidated with Notes of another
Series, as described in "Terms and Conditions of the Notes -- Further
Issues and Consolidation".
Issue Price
Notes may be issued at their principal amount or at a discount or
premium to their principal amount.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued in one or more Series. Further Notes may
be issued in Tranches as part of an existing Series.
Initial Delivery of Notes
On or before the issue date for each Tranche, if the Global Note is a
NGN or the Global Certificate is held under the NSS, the Global Note
or the Global Certificate, as applicable, will be delivered to a
Common Safekeeper for Euroclear and Clearstream.

On or before the issue date for each Tranche, if the relevant Global
Note is a CGN or the Global Certificate is not held under the NSS,
the Global Note representing Bearer Notes or the Global Certificate
representing Registered Notes may be deposited with a common
depositary for Euroclear and Clearstream or (in the case of Notes
intended to be cleared through Euroclear France and the
"intermédiaires financiers habilités" authorised to maintain accounts
therein) Euroclear France acting as central depositary. Global Notes
or Global Certificates may also be deposited with any other clearing
system or may be delivered outside any clearing system provided that
the method of such delivery has been agreed in advance by the Issuer,
the Fiscal Agent and the relevant Dealer.
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7

Registered Notes that are to be credited to one or more clearing
systems on issue will be registered in the name of nominees or a
common nominee for such clearing systems.
Governing Law
The Notes are governed by English law.

The Guarantee is governed by the laws of Belgium.
Jurisdiction
In respect of the Notes, the Issuer has submitted to the jurisdiction of
the Courts of England.

The courts of Brussels have exclusive jurisdiction to settle any
disputes relating to the Guarantee.
Listing and Admission to
Application has been made to the Luxembourg Stock Exchange for
Trading
Notes issued under the Programme to be admitted to the Official List
and to be admitted to trading on the Regulated Market or as otherwise
specified in the relevant Pricing Supplement and references to listing
shall be construed accordingly. As specified in the relevant Pricing
Supplement, a Series of Notes may be unlisted.
Clearing Systems
Clearstream, Euroclear, Euroclear France and, in relation to any
Tranche, such other clearing system as may be agreed between the
Issuer, the Fiscal Agent and the relevant Dealer.
Taxation
All payments of principal, interest and other revenues by or on behalf
of the Issuer in respect of the Notes, Receipts or Coupons shall be
made free and clear of, and without withholding or deduction for, any
taxes, duties, assessments or governmental charges of whatever
nature imposed, levied, collected, withheld or assessed by or within
the Republic of France or any authority therein or thereof having
power to tax, unless such withholding or deduction is required by
law.

If the Issuer is required to make a withholding or deduction with
respect to any French taxes, duties, assessments or governmental
charges of whatever nature, the Issuer will, to the fullest extent then
permitted by law, pay such additional amounts as may be necessary in
order that the holders of Notes, Receipts or Coupons after such
withholding or deduction, receive the full amount then due and
payable except that no additional amounts shall be payable in certain
circumstances more fully described in Condition 8 of the "Terms and
Conditions of the Notes".

If the Issuer is required to make a withholding or deduction with
respect to any French taxes, duties, assessments or governmental
charges of whatever nature and as a result is required to pay
additional amounts to holders of Notes, Receipts or Coupons it may,
and in certain circumstances shall, as more fully described in
Condition 8 of the "Terms and Conditions of the Notes", redeem all
(but not some only) of the outstanding Notes.
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