Obligation ACCOR 2.375% ( FR0014006ND8 ) en EUR

ACCOR

100 % ⇌

France

FR0014006ND8 ( en EUR )

2.375% par an ( paiement annuel )

29/11/2028

Prospectus brochure de l'obligation ACCOR FR0014006ND8 en EUR 2.375%, échéance 29/11/2028

100 000 EUR

700 000 000 EUR

29/11/2025 ( Dans 342 jours )

L'Obligation émise par ACCOR ( France ) , en EUR, avec le code ISIN FR0014006ND8, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/11/2028

Prospectus dated 24 November 2021

Accor
(a société anonyme incorporated in France)
700,000,000 2.375 per cent. Sustainability-Linked Bonds due 29 November 2028
Issue Price: 99.206 per cent.
The 700,000,000 2.375 per cent. Sustainability-Linked Bonds due 29 November 2028 (the "Bonds") of Accor (the "Issuer") will mature on
29 November 2028.
Interest on the Bonds will accrue at the rate of 2.375 per cent. per annum (the "Original Rate of Interest"), adjusted pursuant to Condition 3,
where relevant (the "Rate of Interest"), from 29 November 2021 (the "Issue Date") and will be payable in Euro annually in arrear on 29
November in each year, commencing on 29 November 2022.
If, pursuant to Condition 3, the External Verifier (as defined in Condition 33(h)(Interpretation)) determines that (i) the Issuer has met neither
Sustainability Performance Target #1 (as defined in Condition 33(h)(Interpretation)) nor Sustainability Performance Target #2 (as defined in
Condition 33(h)(Interpretation)), the applicable Rate of Interest shall be equal to the Original Rate of Interest plus 0.25 per cent. and will
apply for each Interest Period (as defined in Condition 3(a) (Original Rate of Interest)) commencing on or after the Interest Rate Step Up Date
(as defined in Condition 33(d)(Rate of Interest following the Target Observation Date)); or (ii) the Issuer has met Sustainability Performance
Target #1 but not Sustainability Performance Target #2, the applicable Rate of Interest shall be equal to the Original Rate of Interest plus
0.125 per cent. and will apply for each Interest Period commencing on or after the Interest Rate Step Up Date; or (iii) the Issuer has met
Sustainability Performance Target #2 but not Sustainability Performance Target #1, the applicable Rate of Interest shall be equal to the Original
Rate of Interest plus 0.125 per cent. and will apply for each Interest Period commencing on or after the Interest Rate Step Up Date. If the
Issuer has met both Sustainability Performance Target #1 and Sustainability Performance Target #2, the applicable Rate of Interest shall be
equal to the Original Rate of Interest.
Unless previously redeemed or purchased and cancelled, the Bonds may not be redeemed prior to 29 November 2028 (the "Maturity Date").
The Issuer may, and in certain circumstances shall, redeem the Bonds, in whole but not in part, at their principal amount together with accrued
interest to, but excluding, the date set for redemption in the event of certain tax changes in accordance with Condition 44(b) (Redemption for
Taxation Reasons). In addition, the Issuer may, at its option, (i) on any date to, but excluding, the date falling 3 months prior to the Maturity
Date (i.e. 29 August 2028) redeem, in whole or in part, the Bonds at the Make-whole Redemption Amount (as defined in Condition 44(c)4(c)(i)
(Redemption at the option of the Issuer)) together with any interest accrued to, but excluding, the date set for redemption, (ii) redeem, in whole
but not in part, the Bonds, in the event that 25 per cent. or less of the initial aggregate principal amount of the Bonds remain outstanding, at
their principal amount together with any interest accrued to, but excluding, the date set for redemption, in accordance with and subject to
Condition 44(c)4(c)(ii) (Redemption at the option of the Issuer), (iii) on any date from, and including, the date falling 3 months prior to the
Maturity Date (i.e. 29 August 2028) to, but excluding, the Maturity Date, redeem, in whole but not in part, the Bonds, at their principal amount
plus accrued interest up to, but excluding, the date set for redemption, in accordance with Condition 44(c)4(c)(iii) (Redemption at the option
of the Issuer). In addition, the holder of a Bond will have the option, following a Change of Control, to require the Issuer to redeem or, at the
Issuer's option, to procure the purchase of that Bond, at its principal amount outstanding of such Bonds together with (or where purchased,
together with an amount equal to) interest accrued to, but excluding, the Optional Redemption Date, all as defined and in accordance with
Condition 44(d) (Redemption at the option of Bondholders following a Change of Control).
This document (including the documents incorporated by reference) constitutes a prospectus (the "Prospectus") for the purposes of the
Regulation (EU) No. 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered
to the public or admitted to trading, as amended (the "Prospectus Regulation").
Application has been made to the Autorité des marchés financiers in France (the "AMF") in its capacity as competent authority pursuant to
the Prospectus Regulation and pursuant to the French Code monétaire et financier for the approval of this Prospectus for the purposes of 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.
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").
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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.
The Bonds are expected to be rated BB+ by S&P Global Ratings Europe Limited ("S&P") and BB+ by Fitch Ratings Ireland Limited ("Fitch").
The Issuer's long-term senior unsecured debt is rated BB+ (negative outlook) by S&P and BB+ (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 EEA and is registered under Regulation (EU) No 1060/2009, on credit rating
agencies (the "EU CRA Regulation"). S&P and Fitch appears on the latest update of the list of registered credit rating agencies on the ESMA
website http://www.esma.europa.eu. The rating S&P and Fitch has given to the Bonds is endorsed by S&P Global Ratings UK Limited and
Fitch Ratings Limited respectively, which are established in the UK and registered under Regulation (EU) No 1060/2009 on credit rating
agencies as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA
Regulation") as of the date of this Prospectus.
An investment in the Bonds involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision
to invest in the Bonds.
Copies of this Prospectus and the documents incorporated by reference will be published on the website of the Issuer
(https://group.accor.com/fr-FR/finance).
A copy of this Prospectus will be published on the website of the AMF (www.amf-france.org).

Global Coordinators
Crédit Agricole CIB
HSBC

Joint Bookrunners

Commerzbank
MUFG
Santander Corporate &
Investment Banking
Société Générale Corporate &

UniCredit
Investment Banking

Sustainability-Linked Structuring Agents
Crédit Agricole CIB
Santander 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 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.
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 investor means a person who is one (or both) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, the "EU Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "EU 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 EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK 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 United Kingdom
("UK"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)
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Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as
it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or
selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK 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 (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 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.
UK MiFIR 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 Bonds, taking into
account the five (5) categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance
with the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials") has led to the conclusion that:
(i) the target market for the Bonds is eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook,
and professional clients only, each as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018; 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 the FCA
Handbook Product Intervention and Product Governance Sourcebook 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 (including, but not limited to, the sustainability performance target
interest rate step up mechanism described in the Terms and Conditions 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 (including, but not limited to, the sustainability performance target interest rate step up mechanism
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described in the Terms and Conditions of the Bonds) and other factors that may affect its investment and its ability
to bear the applicable risks.
Second Party Opinions, SPO Provider and External Verifier
In connection with the issue of the Bonds, the Issuer has requested, and may request in the future, Sustainalytics (the "SPO
Provider") to issue a second party opinion (the "Second Party Opinion") in relation to the Group's sustainability-linked bond
framework. In addition, in connection with the issue of the Bonds, the Issuer may also engage one or more external verifiers
to carry out the relevant assessments required for the purposes of providing the Verification Assurance Report (as defined in
Condition 3(h)) (the "External Verifier"). The Second Party Opinion will be accessible through the Issuer's website at:
https://group.accor.com/-/media/Corporate/Investors/Documents-financiers/2021/11/15/ACCOR-Sustainability-Linked-
Bond-Framework-Second-Party-Opinion.pdf and the Verification Assurance Report will be acessible through the Issuer's
website at https://group.accor.com/en/finance/financial-data/debt-financing. However, any information on, or accessible
through, such website and the information in such Second Party Opinion or the Verification Assurance Report do not form
part of this Prospectus and should not be relied upon in connection with making any investment decision with respect to the
Bonds. In addition, no assurance or representation is given by the Issuer, any other member of the Group, the Joint
Lead Managers, the SPO Provider or any External Verifier as to the suitability or reliability for any purpose
whatsoever of any opinion, report or certification of any third party in connection with the offering of the Bonds.
Bondholders have no recourse against the Issuer, any member of the Group or the Joint Lead Managers for the contents
of any such opinion, certification or verification. Any such opinion, report or certification and any other document
related thereto is not, nor shall it be deemed to be, incorporated in and/or form part of this Prospectus.
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 advisors are in a position to duly consider the specific situation of the potential investor.
Credit Rating may not reflect all risks
The Bonds are expected to be rated BB+ by S&P and BB+ by Fitch. The Issuer's long-term senior unsecured debt is rated BB+
(negative outlook) by S&P and BB+ (stable outlook) by Fitch. The ratings assigned by S&P and/or Fitch to the Bonds and/or
to the Issuer may not reflect the potential impact of all risks related to structure, market, additional factors discussed above,
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 S&P and/or Fitch at any time.
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TABLE OF CONTENTS
Page
RISK FACTORS ..................................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 13
TERMS AND CONDITIONS OF THE BONDS .................................................................................................. 17
USE OF PROCEEDS ............................................................................................................................................ 31
THE GROUP'S SUSTAINABILITY PERFORMANCE TARGETS ................................................................... 32
DESCRIPTION OF THE ISSUER ........................................................................................................................ 36
RECENT DEVELOPMENTS ............................................................................................................................... 36
SUBSCRIPTION AND SALE .............................................................................................................................. 42
GENERAL INFORMATION ................................................................................................................................ 45
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................................ 48

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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 relation to the risks related to the Issuer, the risks are set out in descending order of criticality within each category. In
relation to the risks related to the Bonds, within each category the Issuer sets out first 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 (i) on pages 128 to 133 of the universal registration document (document d'enregistrement
universel) of the Issuer for the year ended 31 December 2020 and (ii) on page 17 of the Issuer interim financial report (rapport
financier semestriel) for the period ended 30 June 2021. They are shown in descending order of criticality within each category,
although it should be noted that the risk factors relating to "Integration of acquisitions" and "Unavailability of digital operating
data" featuring on pages 132 and 133 of the universal registration document (document d'enregistrement universel) of the
Issuer for the year ended 31 December 2020 should not be read in the order in which they currently figure in such document.
The latter risk factor ("Unavailability of digital operating data") should be read as featuring before the former risk factor
("Integration of acquisitions") in order to be consistent with the Issuer's risk evaluation matrix set out on page 128.
The risk factors are 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) unfavorable change in the geopolitical, health or economic
environment, (ii) malicious attack on the integrity of digital personal data and (iii) non-compliance with standards,
laws and regulations; and
(b)
risks related to the business model, specifically (i) integration of acquisitions and (ii) unavailability of digital
operational data.
The Issuer considers that such risks remain up-to-date in the current circumstances, in particular as regards the ongoing sanitary
crisis, and are corroborated more particularly by the content of the press release regarding the publication of the Issuer accounts
for the 3rd quarter, incorporated in the section "Recent Developments" of this Prospectus.
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 senior, unsecured obligations of the
Issuer, benefiting from no direct recourse to any assets or guarantees as contemplated in Condition 2 (Status and Negative
Pledge), the Bondholders can only rely on the ability of the Issuer to pay any amount due under the Bonds. Bondholders are
exposed to a higher credit risk than creditors benefiting from security interests from the Issuer. 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).
The Issuer has been assigned a long-term credit rating of BB+ (negative outlook) by S&P Global Ratings Europe Limited
("S&P") and BB+ (stable outlook) by Fitch Ratings Ireland Limited ("Fitch"). 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.
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French insolvency law
The Issuer is a société anonyme with its corporate seat in France. In the event that the Issuer becomes insolvent, insolvency
proceedings will be generally governed by the insolvency laws of France to the extent that, where applicable, the "centre of
main interests" (as construed under Regulation (EU) 2015/848, as amended) of the Issuer is located in France.
The Directive (EU) 2019/1023 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 transposed into French law by the Ordonnance 2021-1193 dated 15 September 2021. Such
ordonnance, applicable as from 1st October 2021, amends French insolvency laws notably with regard to the process of
adoption of restructuring plans under insolvency proceedings. According to this ordonnance, "affected parties" (including
notably creditors, and therefore the Bondholders) 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 reflect a sufficient commonality of interest based on verifiable criteria. 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 against the Issuer would have a material adverse effect on the market value of
Bonds issued by the Issuer. As a consequence, any decisions taken by a class of affected parties could negatively and
significantly impact the Bondholders and cause them to lose all or part of their investment, should they not be able to recover
all or part of the 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. 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 affected and
investors may not be able to sell their Bonds or may only be able to sell them at prices that will provide them with a yield
lower than anticipated at the time of the issue.
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 and the creditworthiness of the Issuer and/or the Group, as well as
other factors such as the outstanding amount of the Bonds, the 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.
Market value of the Bonds
Application has been made to Euronext Paris for the Bonds to be admitted to trading on Euronext Paris as from the Issue Date.
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.
The price at which a Bondholder will be able to sell such Bonds prior to maturity may be at a discount, which could be
substantial, from the issue price or the purchase price paid by such purchaser. For example, the Issuer is rated BB+ (negative
outlook) by S&P and BB+ (stable outlook) by Fitch and any negative change in such credit ratings of the Issuer could
negatively affect the trading price for the Bonds and hence investors may lose part of their investment.
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 (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
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payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the Bonds, all of which could have an
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 or, at worst, no interest or principal.
Interest rate risks
Each Bond will bear interest on its principal amount, from, and including, the Issue Date, at the rate of 2.375 per cent. per
annum, subject to being increased pursuant to Condition 3, payable annually in arrear on 29 November in each year in
accordance with Condition 3 (Interest) of the Terms and Conditions of the Bonds.
Investment in the Bonds involves the risk that subsequent changes in market interest rates may affect the value of the Bonds.
While the nominal interest rate of a fixed interest rate note is fixed during the life of such a note or during a certain period of
time, the current interest rate on the capital market (market interest rate) typically changes on a daily basis. As the market
interest rate changes, the price of such note changes in the opposite direction. If the market interest rate increases, the price of
such note typically falls, until the yield of such note is approximately equal to the market interest rate. If the market interest
rate decreases, the price of a fixed rate note typically increases, until the yield of such note is approximately equal to the market
interest rate. Movements of the market interest rate can adversely affect the price of the Bonds and could cause Bondholders
to lose part of the capital invested if they decide to sell Bonds during a period in which the market interest rate exceeds the
fixed rate of the Bonds.
Risks relating to the particular structure of the Bonds affecting the rights of the Bondholders
Risks that may result from the structure of the financial incentives of the Bonds
Pursuant to Condition 3(d), a pre-determined margin shall be added to the Original Rate of Interest for each Interest Period
commencing on or after the Interest Rate Step Up Date in the event the External Verifier determines that the Issuer has failed
to meet either or both of its Sustainability Performance Targets on the Target Observation Date. The Sustainability
Performance Targets, respectively, set targeted levels of GHG Emissions (Scope 1 and 2) and GHG Emissions (Scope 3), by
comparison to the 2019 Base Year.
Although the interest rate relating to the Bonds is subject to an adjustment if either or both Sustainability Performance Targets
are not met by the Group (as described in Condition 3(d)), or if the Issuer fails to respect its sustainability reporting
requirements outlined in Condition 3(e), such Bonds may not satisfy an investor's requirements or any future legal or quasi
legal standards for investment in assets with sustainability characteristics. In particular, the Bonds are not being marketed as
"green bonds", "social bonds" or "sustainable bonds" as the relevant net proceeds of the issue of any Bonds will be used for
the Group's general corporate purposes, including but not limited to the refinancing of existing debt. The Issuer does not
commit to (i) allocate the net proceeds specifically to projects or business activities meeting sustainability criteria or (ii) be
subject to any other limitations or requirements that may be associated with green bonds, social bonds or sustainability bonds
in any particular market. In this context, there may be adverse environmental, social and/or other impacts resulting from the
Issuer's efforts to achieve the Sustainability Performance Targets or from the use of the net proceeds from the offering of the
Bonds.
In addition, a margin will only be applied to the Original Rate of Interest (as contemplated by Condition 3(d)) should the Issuer
not meet one or both of the Sustainability Performance Targets, which may be inconsistent with or insufficient to satisfy
investor requirements or expectations. The Issuer's Sustainability Performance Targets are aimed at reducing the GHG
Emissions (Scope 1 and 2) and GHG Emissions (Scope 3) (as defined in Condition 3(h)). The Issuer's Sustainability
Performance Targets are therefore uniquely tailored to the Group's business, operations and capabilities.
Risks that may result from the failure to meet the Sustainability Performance Targets
Although if (i) the External Verifier determines that either or both of the Sustainability Performance Targets has not been met
by the Issuer on the Target Observation Date or (ii) the Issuer fails to respect its reporting obligations set out in Condition 3(e),
it would, in each case, give rise to the application of a pre-determined margin to the Original Rate of Interest as described in
Condition 3(d), it would not, in each case, be an Event of Default under the Bonds nor will the Issuer be required to repurchase
or redeem any Bonds in such circumstances. Even if the resulting interest step-up has the effect of increasing the yield on the
Bonds, certain investors may have portfolio mandates or may wish to dispose of their Bonds and/or the Bonds may be excluded
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from any Environmental, Social and Governance ("ESG")-related securities or other equivalently-labelled index upon the
occurrence of an interest step-up upon the failure to achieve a Sustainability Performance Target or to respect a reporting
obligation, which may have material consequences for the future trading prices of the Bonds and/or the liquidity of the Bonds.
In addition, the failure of the Group to achieve any of its Sustainability Performance Targets or any such similar sustainability
performance targets the Group may choose to include in any future financings would not only result in an interest rate step up,
but could also harm the Group's reputation, the consequences of which could, in each case, have a material adverse effect on
the Group, its business prospects, its financial condition or its results of operations and ultimately its ability to fulfil its
payments obligations in respect of the Bonds.
Standards and Guidelines relating to the key performance indicator may change
GHG Emissions (Scope 1 and 2) and GHG Emissions (Scope 3) are calculated in accordance with the GHG Protocol Standard
(as defined in Condition 3(h)). These standards and guidelines mentioned above may change over time and the Issuer will
apply these as they may be amended and updated from time to time to calculate GHG Emissions (Scope 1 and 2) and GHG
Emissions (Scope 3). As a consequence, the way in which the Group calculates its GHG Emissions (Scope 1 and 2) and GHG
Emissions (Scope 3) may also change over time. Such change (in particular in the calculation methods) could lead to an
increase or decrease of the performance of the Group in relation to GHG Emissions (Scope 1 and 2) and GHG Emissions
(Scope 3) while still being able to satisfy the Sustainability Performance Targets and avoid the application of a pre-determined
margin to the Original Rate of Interest as described in Condition 3(d).
In addition, changes to the calculation methodology of either or both Sustainability Performance Target or change in data due
to better data accessibility or any change in the Group's perimeter (due to an acquisition, a merger, a spin-off, a disposal or a
sale of assets) and/or in its organic business development, individually or in aggregate, that may have a significant impact on
the levels of the Sustainability Performance Target(s) may give rise to a recalculation of the 2019 Base Year and/or the
Sustainability Performance Target(s). Any such recalculation may be made without the prior consultation of the Bondholders
to the extent it does not have any adverse effect on the interests of the Bondholders, as further specified in Condition 3(g). As
a consequence, any of these changes to the standards, guidelines or in the calculation methodology may not be in line with
investors' expectations. Such changes may have a negative effect on the market value of the Bonds.
There is no legal, regulatory or standardised market definition of or standardised criteria for what constitutes a
"sustainability-linked", "Climate KPI-linked", "ESG-linked" or other equivalently labelled finance instrument, and any such
designations made by third parties with respect to the Bonds have not been endorsed by the Group nor form part of this
Prospectus
The Bonds include an interest step-up linked to the non-achievement of certain Sustainability Performance Targets by the
Group as further described in Condition 3(d). There is currently no clear definition (legal, regulatory or otherwise) of, nor
standardised market consensus as to what constitutes, a "sustainability-linked", a "Climate KPI-linked", "ESG-linked" or an
equivalently labelled financial instrument. Legislative and nongovernmental developments in respect of sustainable finance
are numerous and continue to evolve, and such legislation, taxonomies, standards or other investment criteria or guidelines
with which such investor or its investments are required to comply, whether by any present or future applicable laws or
regulations or by its own by-laws or investment portfolio mandates, in particular with regard to the climate KPI-linked or
sustainability-linked objectives, may determine that the Bonds do not qualify under such legislation, taxonomy, standard or
other investment criteria, which could have material consequences for the value of such Bondholder's investment and/or require
such Bondholder to dispose of the Bonds at the then prevailing market price.
Although the Group has obtained a second party opinion from Sustainalytics (the "Second Party Opinion") in relation to the
alignment of its sustainability-linked bond framework to the 2020 Sustainability-Linked Bond Principles published by the
International Capital Markets Association (ICMA), the 2020 Sustainability-Linked Bond Principles have been developed as
voluntary industry guidelines and no supervisory nor regulatory authority has passed on the content or adequacy of the 2020
Sustainability-Linked Bond Principles. Second party opinion providers are not currently subject to any specific regulatory or
other regime or oversight. If laws and regulations evolve, the 2020 Sustainability-Linked Bond Principles and/or the Second
Party Opinion may not be sufficient for these purposes, which in turn could have material consequences for the future trading
prices of the Bonds and/or the liquidity of the Bonds and require investors with portfolio mandates to invest in sustainability-
linked or climate KPI-linked assets to dispose of the Bonds.
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