Bond Engie 0% ( FR0013347226 ) in EUR

Engie

100 % ⇌

France

FR0013347226 ( in EUR )

16/07/2038

Prospectus brochure of the bond Engie FR0013347226 en EUR 0%, maturity 16/07/2038

100 000 EUR

75 000 000 EUR

ENGIE is a global energy company focused on low-carbon energy generation and solutions, including renewable energy, natural gas, and energy services.

The Bond issued by Engie ( France ) , in EUR, with the ISIN code FR0013347226, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 16/07/2038

Prospectus dated 11 July 2018

ENGIE
(incorporated with limited liability in the Republic of France)

75,000,000 CMS Linked Notes due July 2038
Issue Price: 100 per cent.

The 75,000,000 CMS Linked Notes due July 2038 (the "Notes") of ENGIE (the "Issuer" or "Company") will be issued on 16 July
2018 (the "Issue Date"). The principal and interest of the Notes constitute unconditional, unsubordinated and (subject to the
provisions of Condition 3) unsecured obligations of the Issuer and rank and will rank pari passu without preference or priority
among themselves and equally and rateably with all other present or future unsecured and unsubordinated indebtedness, obligations
and guarantees of the Issuer, as further defined and set out in "Status of the Notes" in the Terms and Conditions of the Notes.
Interest on the Notes will accrue from, and including, the Issue Date until the Maturity Date (excluded), at a rate equal to a formula
based on the subtraction of annual mid-swap rates for EUR swap transactions with different maturities and subject to a maximum and
a minimum rate of interest (as further described in the Terms and Conditions of the Notes below). Interest will be payable annually in
arrear the 16 July in each year, commencing on 16 July 2019.
The Notes may, and in certain circumstances shall, be redeemed, in whole but not in part, at their principal amount together with
accrued interest in the event that certain French taxes are imposed (as further defined and set out in "Redemption and Purchase" in
the Terms and Conditions of the Notes).
This document constitutes a prospectus (this "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003, as amended (the "Prospectus Directive") and the relevant implementing
measures in France. This Prospectus has been prepared for the purposes of giving information with regard to ENGIE and its fully
consolidated subsidiaries taken as a whole (together with the Issuer, the "Group") 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 ENGIE and the Group.
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Prospectus, in its
capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive.
Application will be made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended from time to time.
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000. The Notes will at all times be
in book-entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical
documents of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be
issued in respect of the Notes.
The Notes will, upon issue, be inscribed in the books of Euroclear France ("Euroclear France") which shall credit the accounts of
the Account Holders. "Account Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on
behalf of its customers with Euroclear France, and includes Euroclear Bank SA/NV ("Euroclear") and the depositary bank for
Clearstream Banking S.A. ("Clearstream").
The Issuer is currently rated A- with stable outlook/A-2 by S&P Global Ratings ("S&P") and A2/P-1 with stable outlook by
Moody's Investors Service Ltd ("Moody's") and Fitch Ratings Ltd ("Fitch") has assigned it a long-term issuer default rating of A
(stable outlook), a senior unsecured rating of A and a short term issuer default rating of F1. The Notes are expected to be assigned a
rating of A- by S&P, a rating of A2 by Moody's and a rating of A by Fitch. Each of S&P, Moody's and Fitch is established in the
European Union, is registered under Regulation (EC) No.1060/2009 on credit rating agencies, as amended and is included in the list
of registered credit rating agencies published on the website of the European Securities and Markets Authority
(www.esma.europa.eu/supervision/credit-rating-agencies/risk). Credit ratings are subject to revision, suspension or withdrawal at any
time by the relevant rating organization. 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.
Printed copies of this Prospectus may be obtained, free of charge, at the registered office of the Issuer during normal business hours.
Copies of this Prospectus will also be available on the website of the AMF (www.amf-france.org) and on the website of the Issuer
(www.engie.com).
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Prospectus.
Sole Bookrunner
UNICREDIT

This Prospectus is to be read and construed in conjunction with the documents incorporated by reference
in this Prospectus (see "Documents Incorporated by Reference" below) which have been previously
published and which shall be deemed to be incorporated by reference in, and form part of, this Prospectus
(except to the extent so specified in, or to the extent inconsistent with, this Prospectus).
Any website included in the Prospectus are for information purposes only and do not form part of the
Prospectus.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of any Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or the Sole
Bookrunner (as defined herein). Neither the delivery of this Prospectus nor the offering, sale or delivery
of the Notes shall, under any circumstances, create any implication that there has been no change in the
affairs of the Group since the date hereof or that there has been no adverse change in the financial
position of the Issuer or the Group since the date hereof or that any other information supplied in
connection with this Prospectus 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 Sole Bookrunner and its affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services for, the Issuer and its
affiliates in the ordinary course of business. In addition, in the ordinary course of its business activities,
the Sole Bookrunner and its affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (including bank
loans) for its own account and for the accounts of its customers. Such investments and securities activities
may involve securities and/or instruments of the Issuer or Issuer's affiliates. The Sole Bookrunner or its
affiliates that have a lending relationship with the Issuer routinely hedge its credit exposure to the Issuer
consistent with its customary risk management policies. Typically, the Sole Bookrunner and its affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in securities, including potentially the Notes. Any such
short positions could adversely affect future trading prices of Notes. The Sole Bookrunner and its
affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Sole Bookrunner to inform themselves about and to observe any such restriction.
IMPORTANT - EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended
("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC, as amended ("IMD"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Directive. 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 EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
MIFID II product governance / Professional investors and eligible counterparties only target market 
Solely for the purposes of the manufacturer's product approval process, the target market assessment in
respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines
published by the European Securities and Markets Authority ("ESMA") on 5 February 2018, has led to
the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
2

target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
THE NOTES 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. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES
OF NOTES AND ON DISTRIBUTION OF THIS PROSPECTUS, SEE "SUBSCRIPTION AND SALE"
HEREIN.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Sole
Bookrunner to subscribe for, or purchase, any Notes.
The Sole Bookrunner has not separately verified the information contained or incorporated by reference
in this Prospectus. The Sole Bookrunner does not have any fiduciary duties to investors and therefore
assume no liability or obligation to investors. The Sole Bookrunner makes no representation, express or
implied, or does not accept any responsibility, with respect to the accuracy or completeness of any of the
information in this Prospectus. Neither this Prospectus nor any other information incorporated by
reference in this Prospectus is intended to provide the basis of any credit or other evaluation and should
not be considered as a recommendation by the Issuer or the Sole Bookrunner that any recipient of this
Prospectus or any other information incorporated by reference should subscribe for or purchase the
Notes. In making an investment decision regarding the Notes, prospective investors must rely on their own
independent investigation and appraisal of the Issuer, its business and the terms of the offering, including
the merits and risks involved. For further details, see "Risk Factors" herein. The contents of this
Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should
subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of an
investment in the Notes. The Sole Bookrunner does not undertake to review the financial condition or
affairs of the Issuer or the Group during the life of the arrangements contemplated by this Prospectus nor
to advise any investor or potential investor in the Notes of any information coming to the attention of the
Sole Bookrunner.

3

TABLE OF CONTENTS

Section
Page

RISK FACTORS ............................................................................................................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 13
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 17
USE OF PROCEEDS ...................................................................................................................................... 28
DESCRIPTION OF THE ISSUER .................................................................................................................. 29
RECENT DEVELOPMENTS ......................................................................................................................... 34
TAXATION ..................................................................................................................................................... 52
SUBSCRIPTION AND SALE ........................................................................................................................ 61
GENERAL INFORMATION .......................................................................................................................... 64
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ......................... 66

4

RISK FACTORS
The Notes are being offered to professional investors only and are not suitable for retail investors. Investors
should not purchase the Notes in the primary or secondary markets unless they are professional investors.
Investing in the Notes involve risks.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
Terms used but not defined in this section shall have the same meaning as that set out in the "Terms and
Conditions of the Notes" and on the cover page of this Prospectus.
A.
Risk Factors relating to the Issuer
The ability of the Issuer to meet its obligations under the Notes will be ultimately dependent on its financial
situation. The Group conducts its business in an environment subject to major changes and this creates
numerous risks, some of which are beyond its control; those risks include:
- Risks related to the external environment (economic and competitive environment, regulatory and
political environment, impact of climate, reputational risk);
- Operating risks (purchases and sales, management of assets and development, legal risks, ethical
risks, risks related to human resources, risks related to health and safety and protection of Group
assets, risks related to information systems);
- Industrial risks (industrial facilities and Seveso sites, pollution of the surrounding environment,
nuclear power plants in Belgium, exploration and production of hydrocarbons); and
- Financial risks (commodity market risk, counterparty risk, foreign exchange risk, interest rate risk,
liquidity risk, impairment risk, equity risk, tax risk, pension funding risk).
The Risk Factors relating to the Issuer and its operations are set out in pages 45 to 60 of the 2017 ENGIE
Registration Document as incorporated by reference in this Prospectus (as defined in the section "Documents
Incorporated by Reference" of this Prospectus).
B.
Risk Factors relating to the Notes
The following paragraphs describe the main risk factors that are considered material for prospective
investors in order to assess the market risk associated with the Notes. They do not describe all the risks of an
investment in the Notes. Prospective investors should consult their own financial and legal advisers about
risks associated with investment in the Notes and the suitability of investing in the Notes in light of their
particular circumstances.
Defined terms used but not otherwise defined herein shall have the same meaning as in the Terms and
Conditions of the Notes.
5

1
General Risks relating to the Notes
Independent Review and Advice
Each prospective investor of 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.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Notes. A prospective investor may not rely on the Issuer or the Manager (as
defined in the "Subscription and Sale" section of the Prospectus) 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.
The Notes are complex instruments that may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(a) 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 Prospectus or any applicable supplement;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;
(d) understand thoroughly the terms of the Notes and be familiar with the behavior of financial
markets and with the regulatory framework applicable to the Issuer;
(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks; and
(f) consult its legal advisers in relation to possible legal or fiscal risks that may be associated with
any investment in the Notes.
The Notes are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand-alone
investments. They purchase complex financial instruments 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 the Notes unless it has the expertise (either alone or with a financial
adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on
the value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
6

Legality of Purchase
Neither the Issuer, the Manager nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor of the Notes, whether under
the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or
for compliance by that prospective investor with any law, regulation or regulatory policy applicable
to it.
Meeting of Noteholders, Modification and waivers
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to
consider matters affecting their interests generally (but Noteholders will not be grouped in a masse
having legal personality governed by the provisions of the French Code de commerce and will not be
represented by a representative of the masse), including without limitation the modification of the
Terms and Conditions of the Notes. These provisions permit in certain cases defined majorities to
bind all Noteholders including Noteholders who did not attend and vote at the relevant General
Meeting, Noteholders who voted in a manner contrary to the majority and Noteholders who did not
respond to, or rejected, the relevant Written Resolution (all as defined in the Terms and Conditions of
the Notes).
Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or documentary charges or duties in accordance with the laws and practices of the jurisdiction where
the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for the tax treatment of financial instruments such as
the Notes. Potential investors cannot rely upon the tax summary contained in this Prospectus but
should ask for their own tax adviser's advice on their individual taxation with respect to the
acquisition, holding, disposal and redemption of the Notes. Only such adviser is in a position to duly
consider the specific situation of the potential investor. This investment consideration has to be read
in connection with the taxation sections of this Prospectus.
Proposed financial transaction tax ("FTT")
On 14 February 2013, the European Commission published a proposal (the "Commission's
Proposal") for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France,
Italy, Austria, Portugal, Slovenia and Slovakia (the "Participating Member States"). In March
2016, Estonia indicated its withdrawal from the enhanced cooperation.
The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings
in the Notes (including secondary market transactions) in certain circumstances. The issuance and
subscription of Notes should, however, be exempt.
Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both
within and outside of the Participating Member States. Generally, it would apply to certain dealings
in Notes where at least one party is a financial institution, and at least one party is established in a
Participating Member State. A financial institution may be, or be deemed to be, "established" in a
Participating Member State in a broad range of circumstances, including (a) by transacting with a
person established in a Participating Member State or (b) where the financial instrument which is
subject to the dealings is issued in a Participating Member State.
However, the Commission's Proposal remains subject to negotiation between the Participating
Member States. It may therefore be altered prior to any implementation, the timing of which remains
7

unclear. Additional EU Member States may decide to participate and/or other Participating Member
States may decide to withdraw. Prospective holders of Notes are advised to seek their own
professional advice in relation to the FTT.
Change of Law
The Terms and Conditions of the Notes are based on French laws in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
French laws or administrative practice after the date of this Prospectus.
Specific French insolvency law provision regarding the rights of holders of debt securities
Under French insolvency law, in the case of the opening in France of an accelerated preservation
(procédure de sauvergarde accélérée) or an accelerated financial preservation (procédure de
sauvegarde financière accélérée) or a preservation (procédure de sauvegarde) or a judicial
reorganisation procedure (procédure de redressement judidicaire) of the Issuer, all creditors of the
Issuer (including Noteholders) must file their proof of claims with the creditors' representative or
liquidator, as the case may be, within two months (or within four months in the case of creditors
domicilied outside metropolitan France) of the publication of the opening of the procedure against
the Issuer in the BODACC (Bulletin officiel des annonces civiles et commerciales). In addition, the
Terms and Conditions of the Notes contain a provision allowing the Noteholders to appoint a
nominee in the event of judicial reorganisation procedure or judicial liquidation (liquidation
judiciaire) of the Issuer to represent their common interest and, failing such appointment, the judicial
representative (mandataire judiciaire) will ask the court to appoint a representative of the
Noteholders who will file the proof of Noteholders' claim.
Under French insolvency law, holders of debt securities are automatically grouped into a single
assembly of holders (the "Assembly") in order to defend their common interests if a safeguard
(procédure de sauvegarde), an accelerated financial safeguard (procédure de sauvegarde financière
accélérée), a judicial reorganisation procedure (procédure de redressement judiciaire) or an
accelerated safeguard procedure (procédure de sauvegarde accélérée) is opened in France with
respect to the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes),
whether or not under a debt issuance programme (EMTN) and regardless of their governing law.
The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), draft
accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée), draft
judicial reorganisation plan (projet de plan de redressement) or draft accelerated safeguard plan (plan
de sauvegarde accélérée) applicable to the Issuer and may further agree to:

increase the liabilities (charges) of holders of debt securities (including the Noteholders)
by rescheduling due payments and/or partially or totally writing off receivables in form of
debt securities;

establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or

decide to convert debt securities (including the Notes) into shares or securities that give or
may give right to share capital.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the
debt securities held by the holders expressing a vote). No quorum is required to convoke the
Assembly.
For the avoidance of doubt, the Meeting and Voting Provisions described in this Prospectus will not
be applicable to the extent they are not in compliance with compulsory insolvency law provisions
that apply in these circumstances.
8

Liquidity Risks/Trading Market for the Notes
The Notes may not have an established trading market when issued. There can be no assurance of a
secondary market for the Notes or the continued liquidity of such market if one develops.
The development or continued liquidity of any secondary market for the Notes will be affected by a
number of factors such as general economic conditions, the financial condition, the creditworthiness
of the Issuer and/or the Group, and the value of any applicable reference rate, as well as other factors
such as the complexity and volatility of the reference rate, the method of calculating the return to be
paid in respect of such Notes, the outstanding amount of the Notes, any redemption features of the
Notes, the performance of other instruments linked to the reference rates and the level, direction and
volatility of interest rates generally. Such factors also will affect the market value of the Notes. In
addition, certain Notes may be designed for specific investment objectives or strategies and therefore
may have a more limited secondary market and experience more price volatility than conventional
debt securities.
Investors may not be able to sell Notes readily or at prices that will enable investors to realise their
anticipated yield. No investor should purchase Notes unless the investor understands and is able to
bear the risk that certain Notes will not be readily sellable, that the value of Notes will fluctuate over
time and that such fluctuations will be significant.
Creditworthiness of the Issuer
The price of the Notes will also depend on the creditworthiness of the Issuer. If the creditworthiness
of the Issuer deteriorates, (i) the Issuer may not be able to fulfil all or part of its payment obligations
under the Notes and (ii) the value of the Notes may decrease, and investors may lose all or part of
their investment.
Market Value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer, and/or that of
the Group and a number of additional factors, including the value of the reference rate, its volatility,
market interest and yield rates.
The value of the Notes and of any applicable reference rate depend on a number of interrelated
factors, including economic, financial and political events in France or elsewhere, including factors
affecting capital markets generally and the stock exchanges on which the Notes or the reference rate
are traded. The price at which a Noteholder will be able to sell the Notes prior to redemption by the
Issuer may be at a discount, which could be substantial, from the issue price or the purchase price
paid by such purchaser. The historical market prices of the reference rate should not be taken as an
indication of the reference rate's future performance during the life of the Notes.
Exchange rate risk and exchange controls
The Issuer will pay principal and interest on the Notes in euros. This presents certain risks relating to
currency or currency unit conversions if an investor's financial activities are denominated principally
in a currency or a currency unit (the "Investor's Currency") other than euro. These include the risk
that exchange rates may significantly change (including changes due to devaluation of the euro or
revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls. An appreciation in the value of the
Investor's Currency relative to euro would decrease (1) the Investor's Currency equivalent yield on
the relevant Notes, (2) the Investor's Currency equivalent value of the principal payable on the
relevant Notes and (3) the Investor's Currency equivalent market value of the relevant Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less
interest or principal than expected, or no interest or principal.
9

2
Risks relating to the structure of the Notes
Notes indexed on CMS rates of two different maturities
Notes bear interest at a floating rate which refers to a formula which comprises two (2) CMS
reference rates which may be subtracted. There will be a periodic adjustment of the CMS reference
rates. Accordingly, the market value of the Notes may be volatile if changes to the CMS reference
rates can only be reflected in the interest rate of the Notes upon the next periodic adjustment of the
relevant reference rate. The Notes are not a suitable investment for investors who require regular
fixed income payments because the interest amounts are variable.
Notes include a multiplier, a cap and a floor features
Notes with a multiplier or other leverage factor can be volatile investments. The Notes are structured
to include multiplier, a cap and a floor, their market values may be more volatile than those for
securities that do not include those features.
Risk relating to the determination of the Rate of Interest
In respect of the Notes, the Interest Rate will be determined five (5) Business Days prior the last day
of the relevant Interest Period and as such is not pre-defined at the date of issue of the Notes; it may
be different from the initial Interest Rate.
Neither the current nor the historical levels of any of the CMS reference rates should be taken as an
indication of future performance of such index during the term of any the Notes.
Investor will not be able to calculate in advance their rate of return on the Notes
Interest income on the Notes cannot be anticipated. Due to varying interest income, investors are not
able to determine a definitive yield of Notes at the time they purchase them, so that their return on
investment cannot be compared with that of investments having longer fixed interest periods.
Investors are exposed to the reinvestment risk if market interest rates decline. That is, investors may
reinvest the interest income paid to them only at the relevant lower interest rates then prevailing.
Restructuring of the coupon at the option of the Noteholder
If and for so long as the Notes are held by a single Noteholder, the Noteholder may elect to convert
the interest payable under whole (but not some only) of the Notes from a floating rate to a fixed rate.
Such coupon restructuring may only be exercised once by the Noteholder during the period from
(and including) the Issue Date until (and excluding) the Maturity Date. Once such coupon
restructuring is exercised, the relevant interest rate applicable to any Note in relation to any
subsequent Interest Period shall be the fixed rate as specified in the Conditions.
The Noteholder's ability to convert the interest rate may affect the secondary market and the market
value of such Notes. If the Noteholder proceeds with such conversion, the fixed rate may be lower
than then prevailing rates on the Notes.
Any decline in the credit ratings of the Issuer or of the Notes may affect the market value of the
Notes
The Notes are expected to be assigned a rating by S&P, Moody's and Fitch. The rating granted by
each of S&P, Moody's and Fitch or any other rating assigned to the Notes may not reflect the
potential impact of all risks related to structure, market and other factors that may affect the 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.
Reform and regulation of "benchmarks"
The CMS Rate and other interest rate indices which are deemed to be benchmarks are the subject of
recent national, international and other regulatory guidance and proposals for reform. Some of these
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