Obligation Accor 2.625% ( FR0013457157 ) en EUR

Accor

99.59 % ▼

France

FR0013457157 ( en EUR )

2.625% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Accor FR0013457157 en EUR 2.625%, échéance Perpétuelle

30/04/2025 ( Dans 47 jours )

Accor est un groupe hôtelier multinational français opérant une vaste gamme d'hôtels, de resorts et de résidences, à travers plusieurs marques et segments de marché.

L'Obligation émise par Accor ( France ) , en EUR, avec le code ISIN FR0013457157, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 28 October 2019

Accor
(a société anonyme incorporated in France)

500,000,000 Undated Deeply Subordinated Fixed to Reset Rate NC 5.5 Bonds
(the "Bonds")
Issue Price: 99.379 per cent

The Bonds of Accor (the "Issuer") will bear interest (i) from (and including) 30 October 2019 (the "Issue Date"), to (but excluding) 30
April 2025 (the "First Step-up Date"), at a fixed rate of 2.625 per cent. per annum, payable annually in arrear on 30 April in each year
with the first interest payment date on 30 April 2020 (short first coupon), and (ii) thereafter in respect of each successive five year
period, the first successive five year period commencing on (and including) the First Step-up Date, at a reset rate calculated on the basis
of the mid swap rate for Euro swap transactions with a maturity of five years plus a margin, payable annually in arrear on or about 30
April in each year with the first such interest payment date on 30 April 2026 as further described in "Terms and Conditions of the Bonds
- Interest and deferral of interest General".
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in "Terms and Conditions of the Bonds - Interest
and deferral of interest - Interest Deferral".
The Bonds do not contain events of default nor cross default.
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to redeem the
Bonds in whole, but not in part, on any day in the period commencing on (and including) 30 January 2025 (being the date falling three
months prior to the First Step-up Date) and ending on (and including) the First Step-up Date, and on any Interest Payment Date thereafter,
as defined and further described in "Terms and Conditions of the Bonds - Redemption and Purchase- Optional Redemption".
The Issuer may also redeem the Bonds upon the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deduction Event, an
Accounting Event, an Equity Credit Rating Event, a Substantial Repurchase Event or a Change of Control Call Event, as further
described in "Terms and Conditions of the Bonds Redemption and Purchase".
Payments of principal and interest on the Bonds will be made without withholding or deduction for or on account of taxes of the Republic
of France, unless required by law (See "Terms and Conditions of the Bonds-- Taxation").
The Bonds will, upon issue on the Issue Date, be inscribed (inscription en compte) in the books of Euroclear France which shall credit
the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds--Form, Denomination and Title") including
Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, SA ("Clearstream").
The Bonds will be in dematerialised bearer form (au porteur) in the denomination of 100,000. The Bonds will at all times be represented
in book entry form (inscription en compte) in the books of the Account Holders in compliance with Article L.211-3 of the French Code
monétaire et financier. No physical document 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 Bonds.
This Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in its capacity as competent authority pursuant
to the Regulation (EU) 2017/1129 of the European Parliament and of the council of 14 June 2017 (the "Prospectus Regulation"). The
AMF only approves this 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 either the Issuer or the quality of the Bonds that
are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Bonds. This
Prospectus will be valid until the earlier of (i) the date of admission of the Bonds to trading on Euronext Paris or (ii) 12 months after its
approval by the AMF, provided that it is completed until such date by any supplement, pursuant to Article 23 of the Prospectus
Regulation, following the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the information
included (including incorporated by reference) in this Prospectus which may affect the assessment of the Bonds. After such date, this
Prospectus will no longer be valid and the obligation to supplement this Prospectus in the event of significant new factors, material
mistakes or material inaccuracies will no longer apply.
Application has been made for the Bonds to be admitted to trading on the regulated market of Euronext Paris. Euronext Paris is a
regulated market for the purposes of the Markets in Financial Instruments Directive, Directive 2014/65/EU as amended (a "Regulated
Market"). Such admission to trading is expected to occur as of the Issue Date or as soon as practicable thereafter.
-i-

The Bonds have been rated BB by S&P Global Ratings Europe Limited ("S&P") and BB by Fitch Ratings Limited ("Fitch"). The
Issuer's long-term senior unsecured debt is rated BBB- (stable outlook) by S&P and BBB- (stable outlook) by Fitch. A security rating
is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the
assigning rating agency. Each of S&P and Fitch is established in the European Union and is registered under Regulation (EC) No
1060/2009 as amended (the "CRA Regulation") and is included in the list of registered credit rating agencies published on the website
of the European Securities and Markets Authority (the "ESMA") (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
Structuring Advisors, Global Coordinators, Joint Bookrunners and Joint Lead Managers

Citigroup
Crédit Agricole CIB

Joint Lead Managers
BARCLAYS
BNP PARIBAS
HSBC
MUFG
NATIXIS
NATWEST MARKETS
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING

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This Prospectus constitutes a prospectus for the purposes of Article 6 of the Prospectus Regulation, and has
been prepared for the purpose of giving information with regard to Accor (the "Issuer"), the Issuer and its
subsidiaries and affiliates taken as a whole (the "Group") and the Bonds which is material to an investor for
making an informed assessment of the assets and liabilities, profits and losses, and the financial position of
the Issuer, of the rights attached to the Bonds, and the reasons for the issuance.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds. The
distribution of this Prospectus and the offering of the Bonds may be restricted by law in certain jurisdictions.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers
to inform themselves about and to observe any such restrictions. The Bonds have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Subject to certain
exceptions, the Bonds may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). For a
description of certain restrictions on offers and sales of Bonds and on distribution of this Prospectus, see
"Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by
or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus nor any sale
made in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most
recently amended or supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Bonds 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 extent permitted by law, each of the Joint Lead Managers accepts no responsibility whatsoever for the
content of this Prospectus (including the documents which are incorporated herein by reference) or for any
other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information or representations contained or
incorporated by reference in this Prospectus in connection with the Issuer. None of the Joint Lead Managers
makes any representation, express or implied, or accepts any responsibility, with respect to the sincerity,
accuracy or completeness of any of the information in this Prospectus in connection with the Issuer. Neither
this Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer and the Joint Lead
Managers that any recipient of this Prospectus or any other financial statements should purchase the Bonds.
Each potential purchaser of Bonds should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Bonds should be based upon such investigation as it deems necessary.
Potential investors should, in particular, read carefully the section entitled "Risk Factors" of this Prospectus
before making a decision to invest in the Bonds. None of the Joint Lead Managers has reviewed or undertakes
to review the financial condition or affairs of the Issuer prior to or during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the Bonds of any
information coming to the attention of any of the Joint Lead Managers.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Bonds
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 ("EEA"). For these purposes, a retail
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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"); or (ii) a customer within the meaning of Directive
2016/97/EU as amended, 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 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds
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 each manufacturer's
product approval process, the target market assessment in respect of the Bonds, taking into account the five
categories referred to in item 18 of the Guidelines on MiFID II product governance requirements published
by ESMA dated 5 February 2018, has led to the conclusion that: (i) the target market for the Bonds is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Bonds (a "Distributor") should take into consideration the
manufacturers' target market assessment; however, a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR" or "euro" or "" are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended.
IMPORTANT CONSIDERATIONS
The Bonds are complex financial instruments that may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact such investment 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 Bonds,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, monetary, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Prospective purchasers should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of Bonds.
-iv-

The Bonds 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
Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Bonds will
perform under changing conditions, the resulting effects on the value of the Bonds and the impact this
investment will have on the potential investor's overall investment portfolio.
Taxation
Potential purchasers and sellers of the Bonds 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 Bonds
are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or
court decisions may be available for innovative financial instruments such as the Bonds. Potential investors
are advised not to rely upon the tax overview contained in this Prospectus but to ask for their own tax adviser's
advice on their individual taxation with respect to the acquisition, holding, disposal and redemption of the
Bonds. Only these advisers are 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 section of this Prospectus.
Any decline in the credit ratings of the Issuer or the Bonds may affect the market value of the Bonds
The Bonds have been assigned a rating by S&P and Fitch. The rating granted by each of S&P and Fitch or
any other rating assigned to the Bonds may not reflect the potential impact of all risks related to structure,
market and other factors that may affect the value of the Bonds. A credit rating is not a recommendation to
buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
In addition, each of S&P and Fitch or any other rating agency may change its methodologies or their
application for rating securities with features similar to the Bonds in the future. This may include the
relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with
features similar to the Bonds, sometimes called "notching". If the rating agencies were to change their
practices or their application for rating such securities in the future and the ratings of the Bonds were to be
subsequently lowered, this may have a negative impact on the trading price of the Bonds.

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TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................... 1
GENERAL DESCRIPTION OF THE BONDS .................................................................................... 11
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 20
TERMS AND CONDITIONS OF THE BONDS ................................................................................ 24
USE OF PROCEEDS ........................................................................................................................... 45
RECENT DEVELOPMENTS .............................................................................................................. 46
SUBSCRIPTION AND SALE ............................................................................................................. 56
GENERAL INFORMATION ............................................................................................................... 59
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS .............. 63

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RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds.
These factors are contingencies which may or may not occur. In addition, factors which the Issuer believes
may be material for the purpose of assessing the market risks associated with the Bonds are also described
below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Bonds, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Bonds may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding Bonds 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.
In each category below the Issuer sets out the most material risks (in descending order of importance),
taking into account the negative impact of such risks and the probability of their occurrence.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used below.
Risks related to the Issuer
The risk factors relating to the Issuer and its activity which are specific to the Issuer and material for taking
an informed investment decision are set out on pages 93 to 98 of the registration document (document de
référence) of the Issuer for the year ended 31 December 2018 incorporated by reference into this Prospectus,
as set out in the section "Documents Incorporated by Reference" of this Prospectus. The following risk factors
are incorporated by reference:
(a)
risks related to the business environment, specifically (i) acts of terrorism or political
instability, (ii) natural events, (iii) changes in the competitive and technological
environment, (iv) smear campaign and libel risks and (v) unfavourable change in the
economic environment; and
(b)
risks related to the business model, specifically (i) competition in the job market, (ii) breach
of the availability, integrity or confidentiality of data and (iii) breaches by partners of the
Group's ethical and CSR standards.
Risks related to the Bonds
Risks for the Bondholders as creditors of the Issuer
Credit risk
An investment in the Bonds involves taking credit risk on the Issuer. Since the Bonds are unsecured and
deeply subordinated obligations of the Issuer, benefiting from no direct recourse to any assets or guarantees,
the Bondholders can only rely on the ability of the Issuer to pay any amount due under the Bonds. The market
value of the Bonds will depend on the creditworthiness of the Issuer (as may be impacted by the risks related
to the Issuer as described above). If the creditworthiness of the Issuer deteriorates, it could have potentially
very serious repercussions on the Bondholders because: (i) the Issuer may not be able to fulfil all or part of
its payment obligations under the Bonds, (ii) the market value of the Bonds may decrease and (iii) investors
may lose all or part of their investment, such risk being exacerbated by the subordinated ranking of the
Bondholders (see "The Bonds are the lowest ranking subordinated obligations of the Issuer").
French insolvency law
As a société anonyme incorporated in France, French insolvency laws apply to the Issuer. Under French
insolvency law, in the case of the opening in France of a safeguard procedure (procédure de sauvegarde,
procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée), a judicial
reorganisation procedure (procédure de redressement judidicaire) or a judicial liquidation (liquidation

judiciaire) of the Issuer, all creditors of the Issuer (including Bondholders through the Representative of the
Masse) 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 domiciled 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).
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 procedure (procédure de
sauvegarde, procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée) or a
judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Bonds), regardless
of their governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde, projet de plan de
sauvegarde accélérée or projet de plan de sauvegarde financière accélérée) or judicial reorganisation plan
(projet de plan de redressement) applicable to the Issuer and may further agree to:
· increase the liabilities (charges) of holders of debt securities (including the Bondholders) by
rescheduling and/or writing-off debts;
· establish an unequal treatment between holders of debt securities (including the Bondholders) as
appropriate under the circumstances; and/or
· decide to convert debt securities (including the Bonds) into shares.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities cast by the holders attending such Assembly or represented thereat). No quorum is required to
convoke the Assembly.
The procedures, as described above or as they will or may be amended, could have a significantly adverse
impact on holders of the Bonds seeking repayment in the event that the Issuer or its subsidiaries were to
become insolvent.
For the avoidance of doubt, the provisions relating to the Representation of the Bondholders described in the
Terms and Conditions of the Bonds set out in this Prospectus will not be applicable with respect to the
Assembly to the extent they conflict with compulsory insolvency law provisions that apply in these
circumstances.
It should be noted that a directive "on preventive restructuring frameworks, on discharge of debt and
disqualifications, and on measures to increase the efficiency of procedures concerning restructuring,
insolvency and discharge of debt, and amending Directive (EU) 2017/1132" has been adopted by the
European Union on 20 June 2019. Once transposed into French law (which should happen by 17 July 2021
at the latest), such directive should have a material impact on French insolvency law, especially with regard
to the process of adoption of restructuring plans under insolvency proceedings. According to this directive,
"affected parties" (i.e., creditors, including the Bondholders, and, where applicable under national law, equity
holders whose claims or interests are affected under a restructuring plan) shall be treated in separate classes
which reflect certain class formation criteria for the purpose of adopting a restructuring plan. Classes shall
be formed in such a way that each class comprises claims or interests with rights that are sufficiently similar
to justify considering the members of the class a homogenous group with commonality of interest. As a
minimum, secured and unsecured claims shall be treated in separate classes for the purpose of adopting a
restructuring plan. A restructuring plan shall be deemed to be adopted by affected parties, provided that a
majority in the amount of their claims or interests is obtained in each and every class (the required majorities
shall be laid down by Member States at not higher than 75% in the amount of claims or interests in each
class). If the restructuring plan is not approved by each and every class of affected parties, the plan may
however be confirmed by a judicial or administrative authority by applying a cross-class cram-down,
provided that:
· the plan has been notified to all known creditors likely to be affected by it;
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· the plan complies with the best interest of creditors test (i.e., no dissenting creditor would be worse off
under the restructuring plan than they would be in the event of liquidation, whether piecemeal or sale
as a going concern);
· any new financing is necessary to implement the restructuring plan and does not unfairly prejudice the
interest of creditors;
· the plan has been approved by a majority of the voting classes of affected parties, provided that at least
one of those classes is a secured creditors class or is senior to the ordinary unsecured creditors class; or,
failing that, by at least one of the voting classes of affected parties or where so provided under national
law, impaired parties, other than an equity-holders class or any other class which, upon a valuation of
the debtor as a going-concern, would not receive any payment or keep any interest, or, where so
provided under national law, which could be reasonably presumed not to receive any payment or keep
any interest, if the normal ranking of liquidation priorities were applied under national law;
· the plan complies with the relative priority rule (i.e. dissenting classes of affected creditors are treated
at least as favourably as any other class of the same rank and more favourably than any junior class).
By way of derogation, Member States may instead provide that the plan shall comply with the absolute
priority rule (i.e., a dissenting class of creditors must be satisfied in full before a more junior class may
receive any distribution or keep any interest under the restructuring plan); and
· no class of affected parties can, under the restructuring, plan receive or keep more than the full amount
of its claims or interests.
Therefore, when such directive is transposed into French law, it is likely that the Bondholders will no longer
deliberate on the proposed restructuring plan in a separate assembly, meaning that they will no longer benefit
from a specific veto power on this plan. Instead, as any other affected parties, the Bondholders will be
grouped into one or several classes (with potentially other types of creditors) and their dissenting vote may
possibly be overridden by a cross-class cram down.
The commencement of insolvency proceedings would have a significant adverse effect on the market value
of the Bonds issued by the Issuer. Any decisions taken by the Assembly or a class of creditors, as the case
may be, could negatively impact the Bondholders and cause them to lose all or part of their investment,
should they not be able to recover amounts due to them from the Issuer.
Risks related to the market generally
The secondary market generally
Application has been made to Euronext Paris for the Bonds to be admitted to trading on Euronext Paris.
However, the Bonds may not have an established trading market when issued and admitted to trading. There
can be no assurance of a secondary market for the Bonds or the continued liquidity of such market if one
develops. If an active trading market for the Bonds does not develop or is not maintained, the market or
trading price and liquidity of the Bonds may be significantly adversely affected.
The development or continued liquidity of any secondary market for the Bonds 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 level of the Euro 5 Year Swap 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 Bonds,
the outstanding amount of the Bonds, any redemption features of the Bonds and the level, direction and
volatility of interest rates generally. Such factors may adversely affect the market value of the Bonds in a
significant manner.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to currency
conversions if an investor's financial activities are denominated principally in a currency or currency unit
-3-

(the "Investor's Currency") other than Euro. These include the risk that exchange rates may change
significantly (including changes due to devaluation of 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 the Euro could significantly
decrease (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-equivalent
value of the principal payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the
Bonds, all of which could have a significant adverse effect on the return on the investment of the investors.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could have a significant adverse effect on an applicable exchange rate. As a result, investors may receive less
interest or principal than expected, or no interest or principal.
Market value of the Bonds
Application has been made to Euronext Paris for the Bonds to be admitted to trading on Euronext Paris.
Therefore, the market value of the Bonds depends on a number of interrelated factors, including the
creditworthiness of the Issuer, economic, financial and political events in France or elsewhere, including
factors affecting capital markets generally and the stock exchanges on which the Bonds are traded.
From (and including) the First Step-up Date, interest on the Bonds for each relevant Reset Period shall be
calculated on the basis of the Euro 5 Year Swap Rate plus the Relevant Margin.
The market value of the Bonds and the Euro 5 Year Swap Rate depend on a number of additional interrelated
factors, including, but not limited to, the level of the Euro 5 Year Swap Rate, its volatility, market interest
and yield rates, economic, financial and political events in France or elsewhere, including factors affecting
capital markets generally and Euronext Paris (on which the Bonds are traded) or the stock exchange on which
the Euro 5 Year Swap Rate is traded. The price at which a Bondholder will be able to sell the Bonds 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, which could have a negative impact on the return of the Bondholder's
investment. The historical market prices of the Euro 5 Year Swap Rate should not be taken as an indication
of the Euro 5 Year Swap Rate's future performance during the life of the Bonds.
Risks related to the structure of the Bonds
The Bonds are the lowest ranking subordinated obligations of the Issuer
The Issuer's obligations under the Bonds are direct, unconditional, unsecured and deeply subordinated
obligations (titres subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among
themselves and pari passu with all other present and future Parity Securities of the Issuer (including, for the
avoidance of doubt, the Euro 900,000,000 undated 6 year non-call deeply subordinated fixed to reset rate
bonds (ISIN FR0012005924) issued on 30 June 2014 (of which Euro 514,100,000 in aggregate principal
amount of the bonds is currently outstanding) and the Euro 500,000,000 undated deeply subordinated fixed
to reset rate NC 5.25 bonds (ISIN FR0013399177) issued on 31 January 2019 (of which the full Euro
500,000,000 in aggregate principal amount of the bonds is currently outstanding)).
In the event of any judgment rendered by any competent court declaring the judicial liquidation (liquidation
judiciaire) of the Issuer, or in the event of a transfer of the whole of the business of the Issuer (cession totale
de l'entreprise) subsequent to the opening of a judicial recovery procedure (redressement judiciaire), or in
the event of the voluntary dissolution of the Issuer or if the Issuer is liquidated for any other reason (in all
cases listed above, other than pursuant to a consolidation, amalgamation or merger or other reorganisation
outside the context of an insolvency whereby the surviving entity assumes all obligations of the Issuer under
the Bonds), the rights of Bondholders to payment under the Bonds will be subordinated to the full payment
of the unsubordinated creditors of the Issuer (including holders of Unsubordinated Obligations), of the
ordinary subordinated creditors of the Issuer (including holders of Ordinary Subordinated Obligations), of
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