<strong>Note</strong>holder or in fully registered form (au nominatif pur) inscribed in an account maintainedby the Issuer or a registration agent (designated in the relevant Final <strong>Term</strong>s) acting on behalfof the Issuer (the Registration Agent).For the purpose of these Conditions, Account Holder means any authorised intermediaryinstitution entitled to hold accounts, directly or indirectly, with <strong>Euro</strong>clear <strong>France</strong>, and includes<strong>Euro</strong>clear Bank S.A./N.V. (<strong>Euro</strong>clear) and the depositary bank for Clearstream Banking,société anonyme (Clearstream, Luxembourg).(ii)Materialised <strong>Note</strong>s are issued in bearer form only. Materialised <strong>Note</strong>s in definitive form(Definitive Materialised <strong>Note</strong>s) are serially numbered and are issued with Coupons (and,where appropriate, a Talon) attached, save in the case of Zero Coupon <strong>Note</strong>s in which casereferences to interest (other than in relation to interest due after the Maturity Date), Couponsand Talons in these Conditions are not applicable. In accordance with Articles L.211-3 et seq.of the French Code monétaire et financier, securities (such as <strong>Note</strong>s constituting obligationsunder French law) in materialised form and governed by French law must be issued outsidethe French territory.Materialised <strong>Note</strong>s and Dematerialised <strong>Note</strong>s may also be cleared through one or moreclearing system(s) other than or in addition to <strong>Euro</strong>clear <strong>France</strong>, <strong>Euro</strong>clear and/or ClearstreamLuxembourg, as may be specified in the relevant Final <strong>Term</strong>s.(iii)The <strong>Note</strong>s may be Fixed Rate <strong>Note</strong>s, Floating Rate <strong>Note</strong>s and Zero Coupon <strong>Note</strong>s.(b)Denomination(s)<strong>Note</strong>s shall be issued in the specified denomination(s) as set out in the relevant Final <strong>Term</strong>s (theSpecified Denomination(s)), save that all <strong>Note</strong>s which are to be listed and admitted to trading on aRegulated Market within the EEA and/or offered to the public in any Member State of the EEA incircumstances which require the publication of a prospectus under the Prospectus Directive shall have aminimum denomination of €1,<strong>000</strong> (or its equivalent in any other currency) or such higher amount asmay be allowed or required from time to time by the relevant monetary authority or any laws orregulations applicable to the relevant Specified Currency.<strong>Note</strong>s having a maturity of less than one year in respect of which the issue proceeds are to be acceptedin the United Kingdom will constitute deposits for the purposes of the prohibition on accepting depositscontained in section 19 of the Financial Services and Markets Act <strong>20</strong>00 (the FSMA) unless they areissued to a limited class of professional investors and have a denomination of at least £100,<strong>000</strong> or itsequivalent.Dematerialised <strong>Note</strong>s shall be issued in one Specified Denomination only.(c)Title(i)(ii)Title to Dematerialised <strong>Note</strong>s in bearer form (au porteur) and in administered registered form(au nominatif administré) shall pass upon, and transfer of such <strong>Note</strong>s may only be effectedthrough, registration of the transfer in the accounts of the Account Holders. Title toDematerialised <strong>Note</strong>s in fully registered form (au nominatif pur) shall pass upon, and transferof such <strong>Note</strong>s may only be effected through, registration of the transfer in the accountsmaintained by the Issuer or by the Registration Agent.Title to Definitive Materialised <strong>Note</strong>s, including, where appropriate, Coupons and/or a Talonattached, shall pass by delivery.56
(iii)Except as ordered by a court of competent jurisdiction or as required by law, the <strong>Note</strong>holder(as defined below), Coupon or Talon shall be deemed to be and may be treated as its absoluteowner for all purposes, whether or not it is overdue and regardless of any notice of ownership,or an interest in it, any writing on it or its theft or loss and no person shall be liable for sotreating the holder.In these Conditions,<strong>Note</strong>holder or, as the case may be, "holder of any <strong>Note</strong>" means (a) in the case of Dematerialised <strong>Note</strong>s,the individual or entity whose name appears in the account of the relevant Account Holder, the Issueror the Registration Agent (as the case may be) as being entitled to such <strong>Note</strong>s and (b) in the case ofMaterialised <strong>Note</strong>s, the bearer of any Definitive Materialised <strong>Note</strong> and the Coupons or Talons relatingto it.Outstanding means, in relation to <strong>Note</strong>s of any Series, all the <strong>Note</strong>s issued other than (a) those thathave been redeemed in accordance with these Conditions, (b) those in respect of which the date forredemption has occurred and the redemption moneys (including all interest accrued on such <strong>Note</strong>s tothe date for such redemption, Arrears of Interest, as the case may be, and any interest payable aftersuch date) have been duly paid as provided in Condition 7, (c) those which have become void or inrespect of which claims have become prescribed, (d) those which have been purchased and that areheld or have been cancelled as provided in the Conditions, (e) in the case of Definitive Materialised<strong>Note</strong>s (i) those mutilated or defaced Definitive Materialised <strong>Note</strong>s that have been surrendered inexchange for replacement Definitive Materialised <strong>Note</strong>s, (ii) (for the purpose only of determining howmany such Definitive Materialised <strong>Note</strong>s are outstanding and without prejudice to their status for anyother purpose) those Definitive Materialised <strong>Note</strong>s alleged to have been lost, stolen or destroyed and inrespect of which replacement Definitive Materialised <strong>Note</strong>s have been issued and (iii) any TemporaryGlobal Certificate to the extent that it shall have been exchanged for one or more DefinitiveMaterialised <strong>Note</strong>s, pursuant to its provisions.Capitalised terms have the meanings given to them in the relevant Final <strong>Term</strong>s, the absence of any suchmeaning indicating that such term is not applicable to the <strong>Note</strong>s.(d)Redenomination(i)(ii)The Issuer may (if so specified in the relevant Final <strong>Term</strong>s), on any date, without the consentof the <strong>Note</strong>holder, Coupon or Talon, by giving at least 30 days' notice in accordance withCondition 15 and on or after the date on which the <strong>Euro</strong>pean Member State in whose nationalcurrency the <strong>Note</strong>s are denominated has become a participating Member State in the singlecurrency of the <strong>Euro</strong>pean Economic and Monetary Union (as provided in the Treatyestablishing the <strong>Euro</strong>pean Community (the EC), as amended from time to time (the Treaty)or events have occurred which have substantially the same effects (in either case, EMU),redenominate all, but not some only, of the <strong>Note</strong>s of any Series into <strong>Euro</strong> and adjust theaggregate principal amount and the Specified Denomination(s) set out in the relevant Final<strong>Term</strong>s accordingly, as more fully described below. The date on which such redenominationbecomes effective shall be referred to in these Conditions as the Redenomination Date.The redenomination of the <strong>Note</strong>s pursuant to Condition 1(d)(i) shall be made by convertingthe principal amount of each <strong>Note</strong> from the relevant national currency into <strong>Euro</strong> using thefixed relevant national currency <strong>Euro</strong> conversion rate established by the Council of the<strong>Euro</strong>pean Union pursuant to applicable regulations of the Treaty and rounding the resultingfigure to the nearest <strong>Euro</strong> 0.01 (with <strong>Euro</strong> 0.005 being rounded upwards). If the Issuer soelects, the figure resulting from conversion of the principal amount of each <strong>Note</strong> using thefixed relevant national currency <strong>Euro</strong> conversion rate shall be rounded down to the nearest<strong>Euro</strong>. The <strong>Euro</strong> denominations of the <strong>Note</strong>s so determined shall be notified to <strong>Note</strong>holders in57
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Base Prospectus dated 14 December 2
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The Arranger and the Dealers have n
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the public the amount of the offer:
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[ANNEX -ISSUE SPECIFIC SUMMARY][ins
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SUBSCRIPTION AND SALESubject to the
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of the Issuer of any of its content
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For the purposes of this provision,
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AndorraAny investor purchasing the
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france/entreprises-institutionnels/
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