Sanofi — Capital/Financing Update 2015

Mar 23, 2015

TERMS AI{D CONDITIONS OF TTIE NOTES

The þllowing is the text of the terns arul conditions that, subject to conpletion by the relevant Final Terns, shall be applicable to the Notes.

In the case of Denaterialised Notes, the text of the terns and conditions will nol be endorsed on physical docunrents of title but will be constituted by the lolloving lext os conpleted by the relevanl Final Terns. ht lhe case of Marcr¡alised Notes, either (i) the fuil rcxt of these terns and conditions togeîher ,¡vith the relevant provisions of the Final Terns or (ii) these tenns and conditions as so conrpleted (and subject to sineürtcafioil by the deletion of non-applicable provisions), shall be endorsed or auached on Definitive Materialised No¡es. All capitalised ,erns tha! are not defned in these Conditions will have the neanings given to then in the relevant Final Terns. Reþrences in the Conclitiotts to "Notes" are to the Notes ofone Series only, not to all Notes that noy be issued under the Progranune.

The Notes are issued by Sanofi (the "Issuer") with the benefit of an agency agreement dated2T March 2013 between thc lssuer and BNP Paribas Securities Services as Fiscal Agent, Principal Paying Agent, Redenomination Agent, Consolidation Agent and Calculation Agent (the "Agency Agreement"). The fiscal agent, the paying agents, the redenomination agent, the consolidation agent and the calculation agent(s) for the time being (if any) are referred to below rcspcctively as the "Fiscal Agent", the "Paying Agents" (which expression shall include the Fiscal AgenQ, the "Redenomination Agent", the "Consolidation Ägent" and the "Calculaúion Agent(s)".

References below to "Conditions" are, unless the context requires otherwisc, to the numbered paragraphs below.

The specifrc terms of cach Tranche (which will be completed, where necessary, with additional terms and conditions) will be set out in the Final Terms to this Base Prospectus (the "Final Terms").

As used herein, "Tranche" means Notes which are identical in all respects (including as to listing). As used herein, "Serics" means a Tranche of Notes togethcr with any further 'I'ranche or Tranches of Notes which are expressed to be consolidated (assinilées) and form a single series and are identical in all respects (including as to Iisting) except that the Issue Price, Issue Date, Interest Commencement Date (if any) and/or the amount of the first payment of interest (if any) may be different in respect of different Tranches.

^Acopy of the Agcncy Âgreement is available for inspection and the Final Terms applicable to the Notes are available free of charge <luring normal busincss hours at the specified office of the Paying Agent, save that the relevant Final Terms in relation to an unlisted Note will only be available for inspection by a Holder holding one or more Notes of that Series and such Holder must produce evidence satisfactory to the relevant Paying Agent as to its holding of Notes and as to its identity. The llolders of Notes, Coupons and Talons are decmed to have notice of, and are entitled to the bcncfit of, all the provisions of the Agency Agreement and the relevant Final Terms which are applicable to them.

Words and cxpressions defined in the Agency Agrecmcnt or used in the relevant Final Terms shall have the same meanings wherc used in these Terms and Conditions unlcss the context otherwise rcquires or unless olherwise stated and provided ,hat, in the event of inconsistency betwecn the Agcncy Agreement and the relevant Final Terms, the relevant Final Terms will prevail.

For the purposes of these Terms and Conditions, "Regulated Market" means any regulated market situated in a Member State of the European Economic Area ("EEA"), as defined in the Directive 20041391F,C.

FORM, DENOMINATION AND TITLE

(a) Form:

Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ( "Materialised Notes").

Title to Dematerialised Notes will be evidenced in accordance with Articles L.2ll-3 et seq. and R.2ll-l of the French Code monëtaire et J¡nancier by book entries (r'rtscrþtions en compte). No physical document of title (including certifrcats représentatifs pursuant to Article R.2ll-7 of the French Code nønétaire et frnancier) will be issued in respect of the Dematerialised Notes. (i)

Dematerialised Notes are issued, at the option of the Issuer, in either bearer dematerialised form (ar poneur), which will be inscribed in the books of Euroclear France ("Euroclear trTance') (acting as central depositary) which shall credit the accounts ofAccount Holders, or in registered dematerialised form (ca noninatifl and, in such latter case, at the option of the relevant Noteholder in either administered registered form (ca noninatíf admìnírtrá) inscribed in the books of an Account Holder designated by the relevant Noteholder or in fully registered form (aa nonínatíf pur) inscribed in an account in the books of Euroclear France maintained by the lssuer or the registration agent (designated in the relevant Final Terms) acting on behalf ofthe Issuer (the "Registration Agent").

For the purpose of these Conditions, 'Account Holder' means any authorised intermediary institution entitled to hold, directly or indirectly, accounts on behalf of ¡ts customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ('Euroclear") and the depositary bank for Clearstream Banking, sociétë anonyme ('Clearstreom' Luxembourg').

(ii) Materialised Notes are issued in bearer form only. Materialised Notes are serially numbered and are issued with coupons (each, a 'Coupon') and, where appropriate, a talon (a "Talon") attached, save in the case ofZero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Co¡tditions are not applicable.

In accordance with Articles L.2ll-3 and R.2ll-l of the French Code monétaire etrtnanc¡er, securities (such as the Notes) which are govemed by French law and are in materialised form must be issued outside the French territory.

(b) Denominotion(s):

Notes shall be issued in the specified denomination(s) as set out in the relevant Final Terms (the 'Specified Denomination(s)') save that the minimum denomination of each Note admitted to trading on a Regulated Market in circumstances which require the publication of a prospectus under the Prospectus Directive will be €1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such curency at the issue date) or such other higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency). Dematerialised Notes shall be issued in one Specified Denomination only.

• (c) fitle:
• (Ð Title to Dematerialised Notes in bearer dematerialised form (au poneur) and in administered registered form (au nonínatifadninislrá) shall pass upon, and transfer ofsuch Notes may only be effected through, registration of the transfer in the accounts of the Account Holders. Title to Dematerialised Notes in fully registered form (aø nonimtíf pur) shall pas upon, and transfer of such Notes may only be effected through, registration of the transfer in the accounts of the Issuer or the Registration Agent.
• (iÐ Title to Materialised Notes in definitive form having, where appropriate, Coupons and/or a Talon attached thereto on issue ('Definitive Materialised Notes'), shall pass by delivery.
• (iiD Except as ordered by a coun of competent jurisdiction or as required by law, the holder of any Note (as defined below), Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not ¡t is ove¡due 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 so treating the holder.

(iv) In rhese Conditions, "holder of Notes" or "holder of any Note", or "Noteholder" means (a) in the case of Dematerialised Notes, the individual or entity whose name appears in the account of the relevant Account Holder, the Issuer or the Reg¡stration Agent (as the case may be) as being entided to such Notes and (b) in the case of Materialised Notes, the bearer of any Definitive Materialised Note and the Coupons ("Couponholder" being construed accordingly), or Talon relating to it, and capitalised terms have the meanings given to them in the relevant Finat Terms, the absence ofany such meaning indicating that such term is not applicable to the Notes.

2 CONVERSION AND EXCHANGES OF NOTES

(a) Dematerialised Notes

• (i) Dematerialised Notes issued in bearer dematerialised form (au porteur) may not be convened into Dematerialised Notes in registered dematerialised form, whether in fully registered form (au nonínatif pur) or in administered registered form (aa nonirutif adninistþ.
• (iD Dematerialised Notes issued in registered dematerialised form (aa nonirutìfl may not be converted into Dematerialised Notes in bearer dematerialised form (au porteur).
• (iiD Dematerialised Notes issued in fully registered form (au nonínatif pur) may, at the option of rhe Noteholder, be converted into Notes in administered registered form (aø noninatif administrQ, and vice versa. The exercise of any such option by such Noteholder shall be made in accordance with Anicle R.2ll-4 of the French Code nanétaire et rtnonc¡er. Any such conversion shall be effected at the cost of such Noteholder.

(b) Materialised Notes

Materialised Notes of one Specified Denomination may not be exchanged for Materialised Notes of another Specified Denomination.

3 STATUS OFTHE NOTESAND SUBORDINATION

• (A) Stotus ofthe Notes Unsubordinated Notes
• (a) This Condition 34, is applicable to Notes specified in the relevant Final Terms as being unsubordinated or not specified as being subordinated ("Unsubordinated Notes").
• The Unsubordinated Notes and, where applicable, any relative Coupons (subject to Condition ⁴ (Negatíve Pledge)) constitute direct, unsecured and unsubordinated obligations of the Issuer and rank pari passu without any preference or priority among themselves and equally with all other existing and future unsecured and unsubordinated obligations of the Issuer other than obligations as may be preferred by mandatory provisions of applicable law. (b)
• (B) Status ofthe Notes Subordinated Notes
• (a) This Condition 38, is applicable to Notes specified in the relevant Final Terms as being subordinated notes ('Subordinated Notes").
• The Subordinated Notes constitute direct, unsecured and subordinated obligations of the Issuer and nrfx, pari passa without any preference or priority among themselves and pari passu with all other present and future Subordinated Notes issued by the Issuer all in accordance with Article L.228-97 oî the Code de commerce. o)
• In the event of a Repayment Event (as defined in Condition l0B (Repaynent Evenl Subordinated Notes)), the claims of the Holders of Subordinated Notes will be subordinated in right of payment. (c)

4 NECATIVE PLEDCE

In respect of Unsubordinated Notes only, so long as any Note of the relevant Series remains outstanding, the Issuer shall nor creare or permit to subsist any mortgage, charge, pledge, lien (other than any lien arising by operation of law) or other encumbrance or security interest over any or all of its present or future assets or revenues (i) to secure any Relevant Indebtedness issued by it or (ii) to secure any guarantee or indemnity given by it of any Relevant Indebtedness issued by others without (a) at the same rime or prior thereto securing the Unsubordinated Notes equally and rateably therewith or (b) providing such orher security for the Notes as may be approved by a General Meeting of Holders of Notes of the relevant Series.

'Relevant Indebtedness' means any obligation whether present or future (including, without limitation, any contingent obligation, any surety or other obligation) which is for, or in respect of, or represented by any bonds, debentures, or other form of debt securities capable of being listed, quoted or ordinarily dealt in on any stock exchange, over-the-counter market or securities market.

5 INTEREST

• (a) Interest on Fixed Rate Notes
• (D Each Fixed Rate Note bears interest on its nominal amount from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Fixed Rate(s) of Interest payable in arrear on the Fixed Interesr Date(s) in each year and on the Maturity Date if that does not fall on a Fixed Interest Dare. The first payment of interest will be made on the Fixed Interest Date next following the Interest Commencement Date and, if the first anniversary of the Interest Commencemenr Date is not a Fixed Interest Date, will amount to the Initial Broken Amount. If rhe Maturity Date is not a Fixed Interest Date, interest from (and including) the preceding Fixed Interest Date (or the Interest Commencement Date, as the case may be) to (but excluding) the Maturity Date will amount to the Final Broken Amount.
• (iD The amount of interest payable in respect of each Fixed Rate Note for any Fixed Rate Interest Period (as defined below) shall be specified in the Final Terms (the "Fixed Coupon Amount").
• (iii) The amount of interest payable in respect of each Fixed Rate Note payable in euro for which a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to rhe Specified Denomination, multiplying such sum by the applicable Fixed Day Count Fracrion, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.
• (iv) If, in respect of a Fixed Rate Note which is not payable in euro, interest is required to be calculated for a period ofother than a full year, such interest shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed or on such other basis as is specified in the relevant Final lerms.

"Fixed Day Count Fraction' means, in respect of the calculation of an amount of interest on any Note fior any period of rime (from and including the first day of such period to but excluding the last) (the'Calculation Period"):

If Actual/Actual (ICMA) is specified hereon:

• (i) if such Calculation Period falls within a single Fixed Rate Interest Period, means the actual number ofdays in such Calculation Period divided by the product of the number ofdays in the Fixed Rate Interest Period in which it falls and the number of Fixed Rate Interest Periods in any year; and
• (ii) if such Calculation Period does not fall within a single Fixed Rate Interest Period, means the

sum of (x) the actual number of days in such Calculation Period falling in the Fixed Rate Interest Period in which it begins divided by the product of the actual number ofdays in that Fixed Rate Interest Period and the number of Fixed Rate Interest Periods in any year and (y) rhe acrual number of days in such Calculation Period falling in the subsequent F¡xed Rate Interest Period divided by the product of the actual number of days in the subsequent Fixed Rate Interest Period and the numb€r ofFixed Rate Interest Periods in any year.

If Actual/360 is specified hereon, the actual number of days in the Calculation Period divided by 360.

If 30/360 is specified hereoo the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

'Yr' is the year, expressed a\$ a number, in which the first day of the Calculation Period falls;

"Yz" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

'M¡" is the calendar monrh, expressed as a number, in which the f¡rst day of the Calculation Period falls;

"M¡" is the calendar month, expresed as number, in which the day immediately following the last day included in the Calculation Period falls;

'D¡' is rhe first calendar day, expressed as ^anumber, of the Calculation Period, unless such number would be 31, in which case D¡ will be 30; and

'D2' is the calendar day, expressed as a number, immediarcly following the last day included in the Calculation Period, unless such number would be 3l and Dr is greater than 29, in which case D¿ will be 30';

'euro' means the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Anicle 2 of Council Regulation (EC) No 974198 of 3 May ¹⁹⁹⁸on the introduction of the euro, as amended.

'Fixed Rate Interes{ Period" means the period from (and including) a Fixed Interest Date (or the Interest Commencement Date) to (but excluding) the next (or ftrst) Fixed Interest Date.

'Sub-unit' means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

'Treaty' means the Treaty on the Functioning of the European Union.

o) Interest on Floating Rate Notes

(D Interest Payment Dates

Each Floating Rate Note bears interest on its nominal amount from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(A) the Interest Payment Date(s) in each year specified in the relevant Final Terms; or

(B) if no express lnterest Payment Date(s) is/are specified in the relevant Final Terms, each date (each an 'Interest Payment Date') which falls the number of months or other period specified as the Interest Period in the relevant Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect ofeach Interest Period (which expression shall, unless specified in the relevant Final Terms in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement DatÐ to (but excluding) the next (or first) Interest Payment Date, each an 'Interest Period').

If a business day convention is specified in the rclevant Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day then, ifthe business day convention specified is:

• (l) in any case where Interest Periods are specified in accordance with Condition SOXiXB) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below of this subparagraph (l) shall apply mutatìs mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Interest Period after the preceding applicable Interest Payment Date occurred; or
• Q) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
• (3) the Modified Following Busines Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or
• (4) the Preccding Business Day Convention, such Interest Payment Date shall be brought forward to the immodiately preceding Business Day.

In addition, if (i) the Floating Rate Convention is specified in the relevant Final Terms, (ii) Interest Pe¡iods are specified in accordance with Condition S(bXD(B) above and (iii) any Interest Payment Date falls on the last Business Day in any month, then each subsequent Interest Payment Date shall be the last Business Day in the monü which falls the Interest Period after the preceding applicable Interest Payment Date occurrod.

In this Condition, 'Business Day" means a day which is both:

• a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Paris and any Business Centre specified in the relevant Final Terms; and (A)
• either (l) in relation to interest payable in a Specified Currency other than euro and Renminbi, a day on which commercial banks and foreign exchange markets settle (B)

payments and are open for general bus¡ness (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than Paris and any Business Centre) or (2) in relation to any sum payable in euro, a day on which TARGET2 is operating; or (3) in rclation to any sum payable in Renminbi, a day on which commercial banks and foreign exchange markets settle payments in Renminbi in Hong Kong and in the relevant Business Centre(s) (if any).

'TARGEÏ¿" means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

(iÐ Rate oflnterest

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the relevant Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each ¡nterest Period will be the relevant ISDA Rate plus or minus (as indicated in the rclevant Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), "ISDA Rate" for an Interest Period means ^arate equal to the Floadng Rate that would be determined by the Fiæal Agent under an interest rate s\r,ap transaction if the Fiscal Agent were acting as Calculation Agent for that swap transaction under the terms of ân agreement incorporating the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. as amended from time to time (the 'ISDA Defmitions") and under which:

• the Floating Rate Option is as specified in the relevant Final Terms; (l)
• the Designated Maturity is a period specified in the relevant Final Terms; and a,
• the relevant Reæt Date is either (i) if the applicable Floating Rate Option is based on the tpndon inter-bank offe¡ed rate ("LIBOR") or on the Eurozone inter-bank offered rate ('EITRIBOR') for a currency, the ftrst day of that Interest Period or (ii) in any other case, as specified in the relevant Final Terms. (3)

For the purposes of this sub-paragraph (A), 'Floating Rate", 'Calculation Agent', 'Floating Rate Option', 'Desipated Maturity' and "Rcet Date' have the meanings given to those tems in the ISDA Definitions; (B) the definition of 'Banking Day" in the ISDA Definitions shall be amended to insen the words 'are open for" in the second line after the word "general'; and (C) 'Euro-zone' means the region comprised of member states of the European Union that adopt the euro.

When this sub-paragraph (A) applies, in respect of each relevant Interest Period the Fiscal Agent will be deemed to have discharged its obligations under Condition s(bXiv) in respect of the determination of the Rate of Interest if it has determined the Rate of Interest in respect of such Interest Period in the manner provided in this subparagraph (A).

(B) FBF Determination for Floating Rate Notes

rrVhere FBF Determination is specified in the relevant Final Terms as lhe manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interut Accrual Period shall be determined by the Calculation Agent as ^aÌr¡te equal to the rclevant FBF Rate plus or minus (as indicated in the relevant Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), "FBF Rate' for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Transaction under the terms of an agreement incorporating the FBF Definitions and under which:

• (l) the Floating Rate is as specified in the relevant Final Terms, and
• Ø the relevant Floating Rate Determination Date (Dale de Dëterminalion du Tau Variable) is the frrst day of that Interest Accrual Period unless otherwise specified in the relevant Final Terms.

For the purposes of this sub-paragraph (B), 'Ftoaling Rate" (Iaax Variable), 'Calculation Agent" (Agent), "Floating Rate lÞtermination Date" (Date de Détermination du Toux Varìable) and "T[ansaction" (Transact¡'o¡) have the meanings given to those terms in the FBF Definitions, províded tlul Euribor means the rate calculated for deposits in euro which appears on Reuters Page EUNBOROI, as more fully described in the relevant Final Terms. 'FBF Definitions' means the definitions set out in the 2007 FBF Master Agreement relating to transactions on forward financial instruments as supplemented by the Technical Schedules (Additifs Techniques) as published by the Fédération Bancaire Fronçoìse (together the "FBF Master Agreement'), unless othenvise specifted in the relevant Final Terms.

(C) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

• (l) the offered quotation (if there is only one guotation on the Relevant Screen Page); or
• Q) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offercd quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m' (London time) in the case of LIBOR or I 1.00 a.m. (Brussels time) in the case of EURIBOR on the Interest Determination Date in question plus or minus (as indicated in the relevant Final Terms) the Margin (if any), all as determined by the Fiscal Agent. If f¡ve or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotat¡on, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Fiscal Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offerd quotations.

If, in the cæe of (l) above, such rate does not appear on that page or, in the case of (2) above, fewer than two such rates appear on that page or if, in either cæe, the Relevant Screen Page is unavailable, ttre Fiscal Agent will:

• (A) request the principal financial centre offìce of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the relevant time on the Interest Determination Date to prime banks in the Relevant Financial Cenre interbank market in an amount that is representative for a single transaction in that market at that time; and
• (B) determine the arithmetic mean of such quolations'

If fewer than two such quotations are provided as requestd, the Fiscal Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Fiscal Agent) quoted by major banks in the principal financial centre of the Specified Currency, selected by the Fiscal Agent, at approximately 11.00 a.m. (local time in the principal fïnancial centre of the Specified Currency) on the f¡rst day of the relevant Interest Period for loans in the Specified Currency to leading European banks for a period equal to the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time.

If the Reference Rate from time to time in respect of the Floating Rate Notes is specified as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the relevant Final Terms.

For the purposes of this sub-paragraph (C), 'Reference Banks' means four major banks selected by the Fiscal Agent in the market that are most closely connected with the Reference Rate, unless otherwise specified in the relevant Final Terms.

(iii) Minímum andlor Maxímum Interest Rote

If the relevant Final Terms speciff a Minimum Interest Rate for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Interest Rate, the Rate of Interest for such Interest Period shall be such Minimum Interest Rate. If the relevant Final Terms specify a Maximum Interest Rate for any Interest Period, then, in the event that the Rate of tnterest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Interest Rate, the Rate of lnterest for such Interest Period shall be such Maximum Interest Rate.

(iv) Determirulion ol Rate oî Intercst ond Calculation of Interest Amounts

The Fiscal Agent will at or as soon as pracricable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period.

The Fiscal Agent will calculate the amount of interest (the 'Interest Amount') payable on the Floating Rate Notes in respect of the Specified Denomination for the relevant Interest Period. Each Interest Amounr shall be calculated by applying the Rate of Interest to the Specified Denomination, multiplying such sum by the applicable Day Count Fraction and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

"Day Count trÏaction' means, in respect of the calculation of an amount of interest for any Interest Period:

(l) if 'Actual/Actual" or "Actual/365 (FBÐ' is specifred in the relevant Final Terms, the acrual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the

actual number of days in that porrion of the Interest Period falling in a non-leap year divided by 365);

• Q) if "Actual/365 (Flxed)' is specified in the relevant Final Terms, the actual number ofdays in the Interest Period divided by 365;
• (3) if 'Actual/Actual (FBÐ' is specified in the relevant Final Terms, the fraction whose numerator is the actual number of days elapsed during such period a¡rd whose denominator is 365 (or 366 iî 29 February falls within the Calculation Period). If the Calculation Period is of a duration of more than one (l) year, the basis shall be calculated as follows:
• the number of complete years shall be counted back from the last day of the Calculation Period; and (x)
• this number shall be increased by the fraction for the relevant period calculated as set out in the first paragraph of this definition; (y)
• if 'Actual/360' is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 360; (4)
• if '30/360', '360/360' or 'Bond Basis' is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: (5)

Day Count Fraction =
$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Y¡' is the year, expressed as a number, in which the f¡rst day of the Interest Period falls;

'Yz" is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

'Mr' is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"lìdz' is the calendar month, expressed as number, in which the day immediately following the last day included in the Interest Period falls;

'Dr" is ùe first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D¡ will be 30; and

'IÞ' is the calendar day, expressed as a number, immediately following the last day included ¡n the Interest Period, unless such number would be 3l and Dr is greater than 29, in which case D¿ will be 30;

if '308/360' or "Eurobond Basis" is specified in the relevant Final Terms, the number of days in the Interut Period divided by 360, calculated on a formula basis as follows: (6)

Day Count Fraction =
$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

'Yr" is the year, expressd as a number, in which the first day of the Interest Period falls;

'Y¿' is the year, expressed as ^anumber, in which the day immediately following the last day included in the Interest Period falls;

"M¡' is the calendar month, expressed as a number, in which the fìrst day of the Interest Period falls;

'M¡' is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

'Dr' is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case Dr will be 30; and

"D¿" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case Dz will be 30;

(7' if '308/360 (FBF)' is specifred in the relevant Final Terms, in respect of each Calculation Period, the fraction whose denominator is 360 and whose numerator is the number of days elapsed during such period, calculated on the basis of ^ayear comprising 12 months of 30 days, subject to the following the exception:

if the last day of the Catculation Period is the last day of the month of February, the number of days elapsed during such month shall be the actual number ofdays,

where:

Dl (ddl, mml, yyl) is the date of the beginning of the period

D2 (dd2, mrû, yy2) is the date of the end of the period

the fraction is:

$$
\frac{1}{360} \times [(yy2 - yy1) \times 360 + (mm2 - mm1) \times 30 + Min (dd2, 30) - Min (dd1, 30)]
$$

(8) ¡f '308/360 (ISDA)' is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =
$$
\frac{[360x(Y_2 - Y_1)] + [30x(M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Yr' is the year, expressed as a number, in which the first day of the lnterest Period falls;

'Y¿' is the year, expressed as a number, in which the day immediately following the last day included in the Interest Period falls;

"Mr' is the calendar month, expressed as a number, in which the fïrst day of the Interest Period falls;

"lMr" is ¡he calendar month, expressed as ^anumber, in which the day immediately following the last day included in the Interest Period falls;

'Dr' is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D¡ will be 30; and

'IÞ' is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Matur¡ty Date (as specifìed in the relevant Final Terms) or (ii) such number would be 31, in which case D¿ will be 30,

provided, however, that in each such case, the number of days in the Interest Period is calculated from and including the first day of the Interest Period to but excluding the last day of the Interest Period.

(v) Notifcatíon of Rate of Intere* and hteresl Amounls

The Fiscal Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant lnteresr Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice rhereof to be published in accordance with Condition 12 (Notíces) as soon as possible after their determination but in no event later than the founh Paris Business Day (as defined in Condition S(bXi)) thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shonening of the Interest Period. Any such amendment will be promptly notified to the Issuer, each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to Holders of Notes in accordance with Condition 12 (Notices).

(vi) Certificates to be Finol

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtainod for the purposes of the provisions of this Condition 5(b), whether by the Fiscal Agent or, if applicable, the Calculation Agent, shall (in rhe absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Fiscal Agent, the Calculation Agent (if applicable), the other Paying Agents and all Holders of Notes and Coupons and (in the absence as aforesaid) no liability to the Issuer, the Holders of Notes and the Coupons shall anach to the Fiscal Agent or the Calculation Agent (if applicable) in connection w¡th the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c) Accrual oflnterest

Each Note (or in the case of the redemption of pan only of a Note that part only of such Note) will oease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue unt¡l whichever is the earlier of:

• the date on which all amounts due in respect of such Note have been paid; and (i)
• five days after the date on which the full amount of the moneys payable has been received by the l.'iscal Agent and norice to that effect has been given in accordance with Condition ¹² (Notices). (iÐ

(d) Additional Provisions for Interest on Subordinated Notes

In rhe case of Subordinated Notes, any additional or alternative provisions in respect of the rate or amoun! of interest payable shall be specified in the relevant Final Terms.

(e) CNY Notes

Notwithslanding the foregoing, cach CNY Notc which is a Fixed Rate Note bears intercst frorn (and including) the Interest Commencement Date at the rate per annum equal to the Rate of Interest. For the purposes of calculating the amount of interest, if any Interest Payment Date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month in which case it shall be brought forward to the immediately prcccding Business Day. Intcrest will be payable in arrear on cach Interest Payment Date. The Calculation Agent will, as soon as practicable aftcr 11.00 a.m. (tlong Kong time) on each Interest Determination Date, calculate the amount of interest payable per Specified Denomination for the relevant Interest Period. The determination of the amount of interest payable per Specified Denomination by the Calculation Agent shall (in the absencc of manifest error and after confirmation by the Issuer) be final and binding upon all parties. Thc Calculation Agent will cause the amount of interest payable per Specified Denomination for each Interest Period and the relcvant Interest Payment Dare to bc notified to each of the Paying Agents and to be notified to Noteholders as soon as possible after their determination but in no event later than the fourth Business Day thereafter. The amount of interest payable per Specified Dcnomination and Intcrest Payment Date so published may subsequently be amended (or appropriate altemative arrangements made by way of adjustment) without notice in the event of an extcnsion or shortening of the Interest Period. If the Notes bccome duc and payable undcr Condition lQ (Events of Default and Repaynent Events), the accrued interest per Specified Denomination shall nevenheless continue to be calculated as previously by the Calculation Agent in accordance with this provision but no publication of the amount of interest payable per Specifìcd Denomination so calculated need be made. Unless otherwise agreed in the relevant Final Terms, interesr shall be calculated in respect of any period by applying the Rate of Interest to the Specif¡ed Denomination, multiplying such product by the actual number of days in the relevanc Interest Period or, as applicable, other pcriod concerned and dividing it by 365, and rounding the resultant figure to the ncarest Renminbi sub-unit, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convcntion.

6 PAYMENTS

(a) Dcmatcrialised Notes

Payments of principal and interest in respect of Dematerialiscd Notes shall (in thc case of Dematerialised Notes in bearer demarerialised form or administcrcd registered form) be made by transfer to the account denominated in the rclevant currency of the relcvant Account Holders for the benefit of the Noteholders and, (in the case of Dematerialised Notes in fully registered form), to an account denominated in the relevanr currency wirh a Bank (as defined below) designated by the Noteholders. Any payment validly made to any such Account Holders, or to any such Bank (as defined below) designatcd by any Noteholder, will be an effective discharge of the Issuer in respect of such payment.

(b) Materialised Notes

Paymcnts of principal and interest in respect of Materialiscd Notes shall, subjcct as mentioned below, be made against presenration and surrender during usual business hours of the relevant Materialised Notes (in rhe case of all other payments of principal and, in the case of interest, as specified in Condition 6(fXvi)) or Coupons (in the case of interest, save as spccified in Condition 6(f)(vi)), as the case may be, at rhe specified office of any Paying Agent outside the United States by a chequc payable in the relevant currency drawn on, or, at the option of the Noteholder, by transfer to an account denominated in such currency with, a Bank (as defined below).

"Bank" means a bank in rhe principal financial centre of the country for such Specified Currency or, in the casc of euro, in a city in which banks have access to the TARGET 2 System.

(c) Payments in the United States

Notwithstanding rhc foregoing, if any Materialiscd Notes are denominated in U.S. Dollars, payments in respect thereof may be rnade ar rhe specified offìce of any Paying Agent in New York City in the same manner as aforesaid if (i) rhc Issuer shall have appointed Paying Agcnts with specified offices outside the United States wirh rhc reasonable expcctation that such Paying Agents would be able to make payment of the amounrs on the Notes in rhe manner provided above whcn due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adversc lax consequcnce to the Issuer.

(d) Payments subject to Fiscal Laws

Paymcnts will be subject in all cascs to any fìscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8 (Taxation). Refcrences to "Specified Currency" will includc any successor currency under applicable law.

(e) Appointment of Agents

The Fiscal Agent, rhe Paying Agents, the Calculation Âgent, the Redcnomination Agent and the Consolidation Agent inirially appointed by the Issuer and their respective specified offrces are listed below. The l:iscal Agenr, rhe Paying Agents, the Redenomination Agent, the Consolidation Agenc and the Registration Agent acr solely as agents of the Issuer and the Calculation Agent(s) acl(s) as indepcnclcnt experts(s) and, in each such case, do not assume any obligation or rclationship of agency for any Notcholdcr or Couponholder. The Issuer rcserves the right at any time to vary or terminate the appointmenr of rhe Fiscal Agent, any other Paying Agent, the Redenomination Agent, the Consolidation Agent and the Regisrrarion Agent or the Calculation Agent(s) and to appoint additional or other Paying Agenrs, provided that rhe Issuer shall at all times maintain (i) a Fiscal Agent, (ii) one or more Calculation Agenr(s) whcrc the Conditions so require, (iii) a Redenomination Agent and a Consolidation Agent where the Condirions so require, (iv) a Paying Agent having its spccified officcs in at least one major European city, including in the case of Notes admitted to trading on a Regulated Market and so long as the rules of, or applicabte to, the relevant Regularcd Market so require, in such other city whcre the Notes are admiued to trading, (v) in the case of Materialised Notes, a Paying Agent with a spccified officc in ^a European Union Member Srarc (which may be any of the Paying Agents referred to in (iv) above) that will not be obliged ro wirhholrl or deduct tax pursuant to European Council Directive 20031481F,C of ³ June 2003 on taxarion of savings income in the form of interest payments, or any other European Union Direcrive implementing rhc conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) in the case of Dematerialised Notes, in fully registered form, a Registration Agent and (vii) such other agents as may be rcquired by any other Regulated Market on which the Notes may be admitted to trading.

In addition, the Issucr shall forthwith appoint a Paying Agent in New York City in respect of any Materialised Notcs denominated in U.S. Dollars in the circumstances described in paragraph (c) above.

On a redenominarion of rhe Notes of any Series pursuant to Condi¡ion 16 (Redenonination, Renoninalisation and Reconvettioning) with a view to consolidating such Notes with one or more other Serics of Notes, in accordance with Condition 15 (Further Issues and Consolidation), the Issuer shall ensure that the same cnrity shall be appointed as both Rcdenomination Agent and Consolidation Agenc in respcct ofboth such Notes and such other Series of Notes to be so consolidated with such Notes.

Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in accordance with Condition 12 (Notices).

(f) Unmatured Coupons and unexchanged Talons

• (i) Unless Materialised Notes provide that the relative Coupons are to become void upon the due <tate for redemption of those Notes, Materialised Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (together, where applicable, with the amount of any accrued interest corresponding to such Coupon) (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon (together, where applicable, with the amount of any accrued interest corresponding to such Coupon) rhat the sum of principal so paid bears to thc total principal due) shall be deducted from the Final Redemption Amount, Amortised Face Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioncd above against surrender of such missing Coupon within a period of l0 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9 (Prescription)).
• If Marerialised Nores so provide, upon the due date for redemption of any such Materialised Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall bc made in respect of them. (iD
• (iiD Upon rhe due date for redemption of any Materialised Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void ancl no Coupon shall be delivered in respect of such 'Ialon.
• Where any Materialiscd Note that provides that the relative unmatured Coupons are to become voirl upon the due date for redemption of those Notcs is presentcd for rcdemption withouc all unmatured Coupons, and where any Materialised Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as ¡he Issuer may require. (iv)
• (v) If the due date for redemption of any Materialised Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, (including, for the avoidance ofdoubt, any accrued interest if applicable) shall only be payable against presentation (and surrender if appropriate) of the relevant Definitive Matcrialised Note. Interesc accrued on a Materialised Note that only bears interest afrer its Maturiry Date shall be payable on redemption of such Note against presentation of the relevant Matcrialised Notes.

(g) Talons

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Materialised Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary ano¡her Talon for a funher Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9 (P re s cri pt ion)).

(h) Payment Day

If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the Holder thereof shall not be entitled to payment of the relevant amount due until the next following Payment Day in the relevant place and shall not be entitled to any interest or other payment in respect of such delay. In this Condition, "Payment Day" means any day which is:

in the case of Dematerialised Notes, on which Euroclear France is open for business, or in the case of Materialiscd Notes, on which banks and foreign exchange markets are open for business in the rclevant place of presentation, in such jurisdictions as shall be specified as "Financial Centres" in the relevant Final Terms; and (D

(ii) a Business Day (as defined in Condition s(bxi)).

(i) Altcrnative Payment in U.S. Dollars

If lnconvenibility, Non-transferability or Illiquidity (each as defined below) occurs, the Issuer, on giving not less than five nor more than 30 days irrevocable notice in accordance with Condition L2 (Notices) to the Noteholders prior to the due date for payment, shall be entitled to satisfy its obligations in respect of such payment by making such payment in U.S. dollars on thc basis of the Spot Rate on the second FX Business Day prior ro such payment or, if such rate is not available on such sccond FX Business Day, on the basis ofthe ratc most recently available prior to such second FX Business Day.

Any payment made under such circumstances in U.S. dollars will constitute valid payment, and will not constitute a default in respect of the Notes.

"FX Business Day" shall mcan ^aday (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets settle paymcnts in U.S. dollars in Hong Kong and New York.

"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, adminisrrative or other governmental authority or any other enlity (private or public) charged wirh rhe regulation of the financial markets (including the central bank) of Hong Kong.

"Illiquidity" means the gcneral Renminbi exchange market in Hong Kong becomcs illiquid as a result of which the Issuer cannot obtain sufñcient Renminbi in ordcr to satisfy its obligation to pay interest and principal (in wholc or in part) in respect of the CNY Notes as determined by the Issuer in good faith and in a commcrcially reasonable manner following consultation with two CNY Dealcrs.

"Inconvertibility" means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the CNY Notes in the general Renminbi exchange market in Llong Kong, other than whcrc such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation becomes effective on or after the issue date of such CNY Notes and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

"Non-transferability" means the occurrence of any event that makes it impossible for the Issuer to <lelivcr Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation becomes effectivc on or after the issue date of the relevant CNY Notes and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

"CNY Dealer" means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in tlong Kong.

"Spot Rate" means rhe spot U.S. dollar/CNY exchange rate for the purchase of U.S. dollars with CNY in the over+he-counter Renminbi exchange market in Hong Kong for scttlement in two Business Days, as determined by the Calcularion Agcnt at or around 11.00 a.m. (Hong Kong time) on the date of dctermination, on a deliverable basis by reference to the most recently available U.S. dollar/CNY official fixing rate for serrlemenr in two FX Business Days reported by The State Administration of Foreign Exchange of rhe PRC, which is reponed on Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means rhe display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate.

The Calculation Agent will not be responsible or liable to the Issuer or any holder of the Notes for any determination of any Spot Rate determined in accordance with this provision in the absence of its own gross negligence, bad faith or wilful misconduct.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expresæd, made or obtained for the purposes of this Condition 6 (Paynents) by the Calculation Agent, will (in rhe absence of manifest error) be binding on the Issuer, the Paying Agents and all Noteholders.

(¡) lnterpretation of Principal and Interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

• (D any additional amounrs which may be payable with respect to principal under Condition ⁸ (Taxation);
• (ii) the Final Redemption Amount of the Notes;
• the Early Redemption Amount of the Notes; (iiD
• the Optional Redemption Amount(s) (if any) of the Notes; (iv)
• in relation to Zero Coupon Notes, the Amortised Face Amount (as defined below); and (v)
• any premium and any other amounts which may be payable by the Issuer under or in respect of the Notes. (vi)

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under ConditionS (Taxation).

REDEMPTION AND PURCHASE 7

(a) At Maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its principal amount ¡n the relevant Specified Currency on the Maturity Date.

(b) Redemption for Tax Reasons

The Notes of any Series may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Paymem Date (if this Note is a Floating Rate Note), on giving not less than 30 nor more than 60 days' notice to the Fiscal Agent and, in accordance with Condition 12 (Notíces), the Holders (which notice shall be irrevocable), if:

• on the occasion of the next payment due under the Notes the lssuer has or will become obliged to pay additional amounts as provided or referrd to in Condition 8 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the Republic of France or any political subdivision or any authority thereofor therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including the cessation of tax exemptions presently applicabþ, which change or amendment becomes effective on or after the Issue Date of the first Tranche of the Notes; and (Ð
• (iD such obligation cannot be avoided by the lssuer taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior ro rhe publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Fiscal Agent a cenificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a søtement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion, of independent legal advisers of recognised smnding to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

In addition, if the Issuer would on the occasion of the next payment due under the Notes be prevented by French law from making payment to the Noteholdcrs of the full amount then due and payable, notwithstanding rhe undertaking to pay additional amounts contained above, then the Issuer shall forrhwith give notice of such fact to rhe Fiscal Agent and the Issuer shall fonhwith redeem all, but not some only, of the Notes rhen outstanding, upon giving not less than 30 nor more than 60 days' irrevocable notice to the Noteholders, provided that the due date for redemption of which notice hereunder shall be given, shall be the latest practicable date on which the Issuer could make payment without withholding for French taxes, or ifsuch date has passed, as soon as practicable thereafter.

Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount rcferred to in paragraph (f) below together (if appropriate) with interest accrued to (but excluding) the date of redemption notificd by the Issuer. No further interest shall accn¡e on the Notes following such date of redemption.

(c) Redemption at thc Option of the Issucr (Call Option)

If thc Issuer is specified in rhe rclevant Final Terms as having an option to redeem, the Issuer shall, having given:

• (D not less rhan 20 nor more than 30 days' notice to the Holders in accordance with Condition l2 (Nolic¿s); and
• (iD nor less than 20 days bcforc the giving of the notice refcrred to in (i), notice to the Fiscal Agent,

(which notices shall bc irrevocable), redeem all or somc only of the Notcs thcn outstanding on any Oprional Redemption Dare and at the Optional Redemption Amount(s) specified in the relevant l¡inal Terms together, if appropriare, wirh interest accrued to (but excluding) the relevant Optional Redemption Date.

In the case of a partial redemption or a partial exercisc of an Issuer's option in respect of Materialised Notes, the notice to holders of such Materialised Notes shall also contain the number of the Definitive Materialised Notes to be redeemed or in respec! of which such option has been exercised, which shall have bcen drawn in such place and in such manner as may be fair and reasonable in the circumstances, raking account of prevailing market practices, subject to compliance with any applicable laws and Regulated Market requiremcnts.

In the case of a partial redemption of or a partial exercise of an Issuer's option in respect of Demarerialised Notes, rhe redemption may be effected, at the option of the Issuer, either (i) by reducing the nominal amount of all such Dematerialised Notes in a Series in proponion to the aggregale nominal amount rcdeemed or (ii) by redeeming in full some only of such Dematerialised Notes and, in such latter case, the choice between those Dematcrialised Notcs that will be fully redeemed and those Dematcrialiscd Nores of any Series that will not be redeemed shall be made in accordance with Article R.213-16 of thc French Code monétaire et financ¡er and the provisions of the relevant Final 'l'erms, subject to compliancc with any other applicable laws and Regulated Market requirements.

So long as the Notes are admitted to trading on a Regulated Market and the rules of, or applicable to, such Rcgulatecl Market require, the Issuer shall, each time there has been a partial redemption of the Notes, cause to be published (i) as long as such Notes are listed and admitted to trading on the Luxembourg Stock Exchange and the rules of such Stock Exchange so permit, on the website of the Luxembourg Stock Exchange (www.bourse.lu) or (ii) in a leading newspaper with general circulation in the city where rhe Regulared Market on which such Notes arc admitted to trading is located, which in the case of the Luxembourg Stock Exchange is expected to be the Luxemburger Won, a notice specifying the aggregatc nominal amount of Notes outstanding and, in the case of Materialised Notes, a list of any Definitive Materialisecl Notes drawn for redemption but not surrendered.

(d) Redemption of the Notes at the Option of the Holders (Put Option)

If the Holders of Notes are specified in the relevant Final Terms as having an option to redeem, upon the Holder of any Note giving to the Issuer in accordance with Condition L2 (Notices) not less than 15 nor more than 30 days' notice or such other period of notice as is specified in the relevant Final Terms the Issuer wil[, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in rhe relevant Final Terms, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in, or determined in the manner specified in, the relevant Final Terms togerher, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If the Holders of Notes are not specified in the relevant Final Terms as having an option to redeem rhen the Holders of Notcs shall not have any option to redeem such Notes as described in this sub-paragraph (d).

'fo exercise the right to rcquire redemption of a Note the Holder of such Note must deliver a duly signed and completed notice of exercise in the form (for the tirne being current) obtainable from any specified office of any Paying Agenr (a "Put Notice"), at any time within the notice period during normal business hours of such Paying Agent. In rhe Put Notice the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition. Such notice shall, in the case of Materialised Notes, have attached to it such Note (together with all unmaturcd Coupons and unexchanged Talons). In the case of Dematerialised Notes, the Noteholder shall transfer, or cause to be transferred, the Dematerialiscd Notes to be rcdeemed to the account of the Paying Agent specified in the Put Notice. No option so exercised and, where applicable, no Note so deposited or transferred may be withdrawn without the prior consent of the Issuer.

(e) Make'whole Redemption by the Issuer

Unless specified as not being applicable in the relevant Final Terms, the Issucr may, having given

• not less than 15 nor more than 30 days' notice to the Notcholders in accordance with Condition 12 (Notices); an¡J (i)
• not less than 15 days before the giving of notice referred to in (D above, notice to the Fiscal Agent, the Quoution Agent and such other parties as may be specified in the Final Terms, (ii)

(which notices shall be irrevocable and shall specify the datc fixed for redemption (each such date, a "Make.whole Redemption Date") redeem, in whole or in pan, the Notes then outsmnding at any time prior to their Maturity Date at thcir relevant Make-whole Redemption Amount.

"Calculation Date" means the third Business Day (as dcfined in Condition 5(bXi)) prior to the Makewhole Rcdemption Date.

"Make.rvhole Redemption Amount" means the sum of:

• the grearer of (x) the Final Redemption Amount of the Notes so redeemed and (y) the sum of the then present values of the remaining scheduled payments of principal and intcrest on such Notcs (excluding any interest accruing on the Noles to, but excluding, the relevant Makewhole Redemption Date) discounted to the relevant Make-whole Redemption Date on either an annual or a semi-ânnual basis (as specified in the relevant Final Terms) at the Make-whole Redemption Rate plus a Make-whole Redemption Margin; and (i)
• (iD any interest accrued but not paid on the Notes to, but excluding, the Make-whole Redemption Date,

as derermined by the Quotation Agent and as notificd on the Calculation Date by the Quotation Agent to the Issuer, the Fiscal Agent and such other panies as may be spccified in the Final Terms.

"Make-whote Redemption Margin" means the margin specified as such in the relevant Final Terms.

"Make-whole Redemption Rate[ means the average of the four quotations given by the Reference Dealers of the mid-marker yield to maturity of the Reference Securily on the third Business Day preceding the Make-whole Redemption Date at ll:00 a.m. (Central European Time ('CET")) ("Reference Dealer Quotation").

"Quotation Agent[ means any Dealer or any other intemational credit institution or financial services institurion appointed by the Issuer for the purpose of determining the Make-whole Redemption Amount, in each case as such Quotation Agent is identified in the relevant Final Terms'

"Ref3rence Dealers" means each of the four banks, as specified in the relevant Final Terms, selected by rhe Quoration Agent, which are primary European government security dealers, and their respective successors, or market makers in pricing corporate bond issues.

"Reference Screen Rate" means the screen rate specified as such in the relevant Final Terms.

"Reference Security" means the security specified as such in the relevant Final Terms. If a Reference Securiry is no longer outstanding, a Similar Security will be chosen by the Quotation Agent at I l:00 a.m. (CEÐ on rhe third Business Day preceding the Make-whole Redemption Date, quoted in writing by the Quotation Agent to the Issuer and published in accordance with Condition 12 (Notices).

,'Similar Security" means a reference bond or reference bonds issued by the same issuer as the Reference Security having actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

The determination of any rate or amount, the obmining of each quotation and the making of each determination or calculation by the Quotation Agent shall (in the absence of manifest error) be final and binding upon all panies.

In the case of a panial redemption of Notes, the relevant provisions of Condition 7(c) shall apply mutatis mutandis to this Condit¡on 7(e).

(f) Early Redemption Amounts

For the purpose of paragraph (b) above and Condidon 10, the Notes will be redeemed at the Early Redemption Amount calculated as follows:

• (Ð in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
• in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Notes are denominated, at the amount specified in the relevant Final Terms or, if no such amount or manner is so specified in the Final Terms, at their nominal amount; or (iD
• (iii) in the case of Zero Coupon Notes, at an amount (the "Amortised Face Amount') equal to the sum of:
• (A) the Reference Price; and
• (B) rhe product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable.

Where such calculation is to be made for a period which is not a whole number of years, it shall be made (i) in the case of a Zero Coupon Note other than a Zero Coupon Note payable in euro, on the basis of ^a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of <lays elapsecl; and (ii) in the case of aZero Coupon Note payable in euro, on the basis of the acrual numbcr of days elapsed divided by 365 (or, if any of the days elapsed falls in a leap year, the sum of (x) rhe number of rhose days falling in a leap year divided by 366 and (y) the number of those days falling in a non-leap year divided by 365) or (in either case) on such other calculation basis as may be specified in the relevant Final Terms.

(g) Purchases

The Issuer may ar any time purchase Notes at any price in the open market or otherwise. Such Notes may be surrendered to any Paying Agent for cancellation or, unless otherwise specified in the Final Terms, held in custody by or on behalf of the Issuer and/or sold, resold or otherwise disposed of by the Issuer in accordance and wirhin rhe limits set by Anicle L.213-lA of the French Monetary and Financial Code as amended from time to time.

(h) Cancellation

All Notes redeemed or purchased for cancellation by or on behalf of the Issuer will be cancelled, in the case of Dematcrialised Notes, together with all rights relating to payment of interest and other amounts relaring ro such Dematerialised Notcs, by transfer to an account in accordance with the rules and procedures of Euroclear France and, in thc case of Materialised Notes, together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith, by surrendering to the Fiscal Agenr rhe Temporary Global Cenificate and the Definitive Materialised Notes in question together with all unmatured Coupons and all unexchanged Talons. Any Notes so cancelled or, where applicable, transferred or surrendered for cancellation may no! be re-issued or resold and the obligations of the Issuer in respect of any such Notes shall be discharged.

(D Late payment onZero Coupon Notes

If rhe amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuanr ro paragraph (a), (b), (c), (d) or (e) abovc or upon its becoming due and repayable as provided in Condirion L0 (Events of Default and Repayment Eve¿¡s) is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provide<l in paragraph (f)(iii) above as though the refcrences therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references lo the date which is the earlier of:

• the date on which all amounts due in respect of such Zero Coupon Note have been paid; and (Ð
• the date on which the full amount of the moneys payable has been received by the Fiscal Agcnt and notice to that effect has been given to the Holders in accordance with Condition ¹² (Notices). (iD

() Obligation to rede€m

Upon rhe expiry of any norice as is rcferred to in paragraph (b), (c),(d) or (c) above, the Issuer shall be bound to redeem the Notes to which thc notice referred at the relcvant redemption price applicable at the date of such redemption together wirh, if appropriate, interest accrued to (but excluding) the relevant redemption date.

8 TAXATION

All payments of principal and interesr in respect of the Notes and Coupons by the Issuer will be made without withhotding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on bchalfof the Republic of France or any political suklivision or any authority thereofor therein having power to tax unless

such wirhholding or deduction is required by law. In such event, the Issuer will, to the fullest extent then permitted by law, pay such additional amounts as shall be necessary in order that the net amounts received by the Holders of the Notes or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would orherwise have been receivable in respect ofthe Notes or Coupons, as the case may be, in the absence of such withholding or deduction, except that no such additional amounts shall be payable with respect to any Note or Coupon:

• (D presented for payment by or on behalf of a Holder of a Note or Coupon who is liable for such taxes or duties in respect of such Note or Coupon by reason of his having some connection with the Republic of France other than the mere holding of such Note or Coupon; or
• (ii) in lhe case of Definitive Materialised Notes, more than 30 days after the Relevanl Date (as definecl below) excepr to the extent that the Holder thereofwould have been entitled to an additional amount on presenting the same for payment on such thirtieth day; or
• (iii) where such withholding or deduction is imposed on payments to an individual and is required to be made pursuanr ro rhe EU Directive 2W3l48lEC of 3 June 2003 on thc taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000, or any law implementing or complying with, or introduced in order to conform !o, such Directive; or
• in respect of Definitive Materialised Notcs presented for payment by or on behalf of a Holder who would be able to avoid such withholding or dcduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the EU. (iv)

As use<l herein, the "Relevant Date" means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not becn duly received by the Fiscal Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Holders in accordance with Condition 12 (Notices).

If the Issuer becomes subject at any timc to any taxing jurisdiction other than the Republic of France, refcrcnces in these Conditions to the Republic of France shall be construed as references to the Republic of France and/or such other jurisdiction.

The Issuer shall be permitted to withhold or dcduct any amounts required by thc rules of U.S. Internal Revenue Code Sections l47l through 1474 (or any amended or successor provisions), pursuant to any inter-governmental agreement, or implcmenting lcgislation adopted by anotherjurisdiction in connection with these provisions, or pursuant to any agreement with the U.S. Internal Revenue Servicc ("FATCA withholding") as a result of the Holder, beneficial owner or an intcrmediary (that is not an agent of the Issuer) not being entitled to rcceive paymcnts free of FATCA withholding. The Issuer shall not be liable for, or otherwise obliged to pay, any FATCA withholding deducted or withheld by the Issuer, any paying agent or any other party.

9 PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within ten (10) years (in the case of principal) or five (5) years (in the case of interest) from the appropriate Relevant Date in respect of them.

IO EVENTS OF DEFAULTAND REPAYMENT EVENTS

I0A. Events ofDefault - Unsubordinated Notes

This Condirion l0A is applicable only ro Notes specified in the relevant Final Terms as being unsubordinated or not specified as being subordinated.

The Representative (as defincd in Condition L3 (Meetings of Holders and Waivers)), upon request of any Noteholder, may, upon written notice to the Issuer and the Fiscal Agent given before all defaults shall have been cured, cause all the Notes (bur not some only) held by such Noteholder to become immediately due and payable at their principal amount, together with any accrued interest thereon (including, where applicable, any accrued interest), as of the date on which such notice for payment is received by the Issuer and the Fiscal Agent without furrher formality, if one or more of the following events (each an "Event of Default") shall havc occurred and is continuing:

• (i) any amounl in respect of the Notes shall not be paid on its due date, and such default shall not be reme<lied within a period of 30 days from and including such date in thc case of interest and within a period of 15 days from and including such date in the case of principal unless in any such event the amount due is not paid duc to circumstances affecting the making or clearing of the payment which are outside the control of the Issuer, in which case such event shall not constitute an Event of Default so long as such circumstanccs continue in existence; or
• (iD any orher obligation rclating to the Notes shall not be fulfìlled within a period of 30 days from and excluding rhe date of receipt by the Issuer or the Fiscal Agent of a wrilten nolification requiring the same to be remedied which shall have been given, by any Holder of a Note or Coupon; or
• (iiD (a) any borrowed money of the Issuer or of any Principal Subsidiary becomes due ancl repayable prematurely by reason of a default in relation thereto or (b) any such borrowed money is not paid at maturiry as extendcd by any applicable grace period or (c) any guarantee or inclemnity in respect of any borrowed money of a third pany given by the Issuer or any Principal Subsidiary is not honoured when due and called upon or within any applicable grace period, unless the Issuer or such Principal Subsidiary, as rhe case may be, has disputed in good faith that any such borrowed money is due or payable or that any such guarantee or indemnity is callable, and such dispute has been submitted to a competent cour!, in which case such event shall not constitutc an Event of Default hereunder so long as rhe dispute shall not have been finally adjudicarcd anr) provided that in the case of (a), (b) or (c) of this Condition lOA(iii), such borrowed money of the Issuer or such Principal Subsidiary, or the amount of the failure to pay by the tssuer or rhe rclevant Principal Subsidiary under such guarantee or indemnity given in respecr of such third party borrowed money, is in an aggregate nominal amount of at leasl € 100,000,000 (or its equivalent in any other currency), unless in any such evcnt the amount due is not paid due to circumstances affecting the making or clearing of the paymcnt which are outside the control of the Issuer or the Principal Subsidiary, as the case may be, in which case such event shall not constitute an Event of Dcfault so long as such circumstanccs continue in existence; or
• (iv) thc Issuer or any Principal Subsidiary makes any proposal for a general moratorium in relation to its debts or ceases its payments (including, without limitation, a cessalio,t des paienents under French law) or enlers into a conciliation proccdure Qtrocédure de conciliation under French law) with its credirors or a judgment is issued for the judicial liquidation (including, without limitation, a liquidation judiciaire under French law) or for a transfer of the whole of the business (including, without limitation, a cession totale de I'entreprise under French law) of the Issuer or of any Principal Subsidiary or anything equivalent to such a proposal, settlement or transfer occurs with respect to the Issuer or any Principal Subsidiary or if the Issuer or any Principal Subsidiary makes a conveyance, assignment or other arrangement for the benefit of its creditors or enters into a composition with its creditors; or
• (v) an order is made by any competent authority or an effective resolution is passed for the winding up, liquidation or dissolution of any of lhe Issuer's Principal Subsidiaries (otherwise than for the purposes of or pursuant to an amalgamation, reorganisation, merger, consolidation, or restructuring or other similar arrangement whilsr solvent (including, without limitation, any fiuion-absorption or any apport paniel d'actifs under French law)) or an order is made by any competent authority or an effective resolurion is passed for the winding up, liquidation or dissolution of thc Issuer (otherwise than for the purposes ofor pursuant to an amalgamation, reorganisation, merger, consolidation, or restructuring or other similar arrangement whilst solvent (including, without limitation, any fusion-absorplion or any

apport partiel d'actifs under French law) where the entity resulting from or surviving following such amalgamation, reorganisation, merger, consolidation or restructuring or similar arrangement, assumes or owes the obligations resulting from the Notes).

For the purposes of this Condition l0 (Events of Default and Repaynent Events):

• ^a"Principal Subsidiary" means any company or other entity the accounts of which are consolidated with those of the Issuer and which, together with its own Subsidiaries, accounts for at least 15 per cent. of the net consolidated annual sales of the Issuer as disclosed from time to time in the Issuer's latest consolidated annual financial sntcments. (i)
• (iD ^a"Subsidiary" means, in respcct of any entity (the "First Entity") at any particular time, any other enrity:
• (a) whose affairs and policies the First Entity controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of such other entity or otherwise; or
• whose financial statements are, in accordance with applicable law and gcnerally acccptcd accounting principles or standards, consolidated with those of the First Entity. (b)
• I0B. Repayment Events Subordinated Notes

This Condirion l0B is applicable to Notes specified in the relevant Final 'Iþrms as being subordinated.

The Representarive (as defined in Condition 13 (Meetings of Holders and Waivers)), upon reques! of any Holder of any Subordinated Note, may, upon wrinen notice to the Issuer and the Fiscal Agent given before all defaults shall have been cured, cause all the Notes (but not some only) held by such Noteholder to become immediately due and payable ac their principal amount, together with any accrued interest thereon (including, where applicable, any accrued inrerest), as of the date on which such notice for payment is received by the Issuer and the Fiscal Agent without further formality, if one or more of the events described as "Repayment Events" in thc relevant Final Terms shall have occurred.

I I ROPLACEMENT OF NOTES, COUPONS AND TALONS

If, in the case of any Materialised Notes, a Definitive Materialised Note, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it.may be replaced, subject to applicable laws, regulations and Regulated Market regulations, at the specified office of the Fiscal Agent or such other Paying Agent as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholclers, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Definitive Materialised Note, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payabte by the Issuer in rcspect of such Definitive Materialised Notes, Coupons or furthcr Coupons) and otherwise as the Issuer may require. Mutilated or defaccd Materialised Notes, Coupons or Talons must be surrendercd before replacements will be issued.

12 NOTICES

(a) Notices to the holders of Dematerialised Notes in registered form (ar noninatifl shall be valid if either, (i) rhey are mailed to them ac their respective addresses, in which case they will be decmed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the mailing, or (ii) at the oprion of the Issuer, rhey are published in a leading daily newspaper of general circulation in Europe. Provided that, so long as such Notes are admitted to trading on any Regulated Market(s), notices shall be valid if published (x) as long as such Notes are listed and admitted to trading on the Luxembourg Stock Exchange, and the rules of such Stock Exchange so permit, on the website of the Luxembourg Stock Exchange (www.bourse.lu) or (y) in a daily newspaper with general circulation in the city/ies where the Regulated Market(s) on which such Notes are admitted to trading is/are situated, which in the case of the Luxembourg Stock Exchange, is expected to be the Luemburger Wort.

• (b) Norices to the holders of Materialised Notes and Dematerialised Notes in bearer form shall be valid if (i) published in a daily leading newspaper of general circulation in Europe or (ii) so long as such Notes are admirted to trading on a Regulared Market, published (x) as long as such Notes are listed and admitted to trading on the Luxembourg Stock Exchange, and the rules of such Stock Exchange so permit, on thc website of the Luxembourg Stock Exchange (www.bourse.lu) or (y) in a daily newspaper with general circulation in the city/ies where the Rcgulated Market(s) on which such Notes are aclmittcd to trading is/are situated, which in the case of the Luxembourg Stock Exchange, is expected to be the Luenburger Wort.
• (c) If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe.
• (d) Notices required to be given to the holders of Dematerialised Notes (whcther in registered or in bearer form) pursuant to these Conditions may be given by delivery of the relcvant notice to Euroclear France, Euroclear, Clearstream, Luxembourg and any other clearing system through which the Notes are for the time being cleared in substitution for the mailing and publication as required by Conditions l2 (a), (b) and (c) above; except that so long as such Notes are admitted to trading on any Regulated Market(s) and the rules of, or applicable to, rhar Regulated Markct so require, notices will be published (x) as long as such Notes are listed and admitted to trading on the Luxembourg Stock Exchange, and the rules of such Stock Exchange so pcrmit, on the website of the Luxembourg Stock Exchange (www.bourse.lu) or (y) in a daily newspaper with general circulation in the city/ies where the Regulated Market(s) on which such Notcs are admirted to trading arelis situated which, in the case of the Luxembourg Stock Dxchange, is expectcd to be the Luxemburger Worr and noriccs relating to the convocation and dccision(s) of the General Mectings pursuanr to Condition 13 (Meetings of flolders and Waivers) shall also be published in a leading newspaper of general circulation in Europe.
• (e) Any norice published pursuant to this Condition 12 (Notices) shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above.
• (f) Couponholders shall be decmed for all purposes to havc notice of the contents of any notice given to the holders of Materialised Notes in accordance with this Condition.

I3 MEETTNGS OF HOLDERSANDWAIVERS

(a) RepresentationofNoteholders

Noteholders will, in respect of all'l'ranches in any Series, be groupcd automatically for the defencc of their common interests in a masse (in each case, the "Masse").

Unless rhe relevanr Final Terms specify that this Condition l3 shall be replaccd by the full provisions of the French Code de con,nerce relating to the Masse, the Masse will be governed by the provisions of the French Code de conunerce with the exception of Articles L.228-48, L.228-59, R.228-63, R.228-67 and R.228-69, subject to the following provisions:

(b) Legal Personality

The Masse will be a scparate legal entity and will act in pan through a representative (¡he "Represcntative") and in pan through a general meeting of the Noteholders (the "General Meeting").

The Masse alone, to the exclusion of all individual Noteholders, shall exercise the common rights, acrions and benefrts which now or in the frrture may accrue respectively with respect to the Notes.

(c) Representative

The office of Representative may be conferred on a person of any nationality who agrees to perform such function. However, the following persons may not be chosen as Representatives:

• (D the Issuer, the members of its Board of Directors (Conseìl d'administration), or, as the case may be, the members of its Executive Board (DirectoírÒ and its Supervisory Board (Conseil de sumeìllance), and its general managerc (direaeurs générau), its slatutory auditors, or its employees as well as their respective ascendants, descendants and spouse; or
• (iÐ companies guaranteeing all or part of the obligations of the Issuer, their respective managers (gérants), general managers (dírecteurs générau), members of their Board of Directors, Executive Board (DireaoírÒ, or Supervisory Board (Conseil de surveíllance), their statutory auditors, or employees as well as their respective ascendants, descendants and spouse; or
• (¡iÐ companies holding l0 per cent. or more of the share capiul of the Issuer or companies having l0 per cent. or more oftheir share capital held by ùe Issuer; or
• (iv) persons to whom ¡he practice of banker is forbidden or who have been deprived of the right of directing, administering or managing an enterprise in whatever capacity.

The names and addresses of the initial Representative of the Masse and its alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the fint Tranche of any Series of Notes will be the Representative of the single Masse of all Tranches in such Series.

The Representative will be entitled to such remuneration in connection with its functions or duties as set out in the relevant Final Terms.

In the event of death, retirement or revocat¡on of appointment of the Representative, such Representative will be replaced by another Representative. In the event of the death, retirement or revocation of appointment of rhe altemate Representative, an alternate Representative will be elected by the General Meeting.

All interested parties will at all times have the right to obtain the names and addresses of the initial Representative and the alternate Representative at the head offrrce of the Issuer and the specified offices of any of the Paying Agents.

(d) PowersofRepresentative

The Represenrative shall (in the absence ofany decision to the contrary ofthe General Meeting) have the power to take all acts of management necessary in order to defend the common interests of the Noteholders.

All legal proceedings against the Noteholders or initiated by them, must be brought by or against the Representative.

The Representative may not interfere in the management of the affairs of the Issuer.

(e) General Meeting

A General Meeting may be held at any time, on convocation either by the Issuer or by the Representative. One or more Noteholders, holding together at least one-thirtieth of the principal amount of the Notes ourstanding, may address to the Issuer and the Representative a demand for convocation of the General Meeting. If such General Meeting has not been convened within two months after such demand, the Noteholders may commission one of their members to petition a competent court in Paris to appoint an agent(mandataÍre) who will call the General Meeting.

Notice of the dare, time, place and agenda of any General Meeting will be published as provided under Condition 12 (Not i ces).

Each Noteholder has the right to participate in a General Meeting in person, by proxy correspondence, or, if the ststuts of the Issuer so specify, videoconference or any other means of telecommunication allowing rhe identification of the participat¡ng Noteholders. Each Note carries the right to one vote or, in rhe case of Notes issued wirh more than one Specified Denomination, one vote in respect of each multiple of the lowest Specified Denomination comprised in the principal amount of the Specified Denomination of such Note.

(f) Porvers of the General Meetings

The Gencral Meeting is empowerecl to deliberate on the dismissal and replacement of the Representative and the altcrnate Representative and also may act with respect to any other matter that relates to the common righrs, actions and benefits which now or in the future may accrue with respect to the Notes, including authorising the Representative to act at law as plaintiffor defendant.

The General Meeting may further delibcrate on any proposal relating to the modification of the Condirions including any proposal, whether for arbitration or settlement, relating to rights in controversy or which were rhe subject of judicial decisions, it being specified, however, that the General Meeting ¡nay not increase the liabilities (charges) of Noteholdcrs, nor establish any unequal treatment betwcen the Noteholders, nor decide to convert Notes into shares.

General Mcetings may deliberarc validly on first convocation only if Noteholders present or represented hold at least a fifth of the principal amount of ihe Notes then outstanding. On second convocation, no quorum shall be requircd. Decisions at meetings shall be taken by a two-third majority of votes cast by the Noteholders attending such Gencral Meetings or represented thereat.

In accordance wirh Arricle R.228-71 of the French Code de commerce, the right of each Noteholder to panicipate in General Meetings will be evidenced by the entries in the books of the relevant Accounc Holder of rhe name of such Noteholder as of 0:00, Paris time, on the third business day in Paris preceding the date set for the meeting of the rclevant General Meeting.

Decisions of General Meetings must be published in accordance with the provisions set fonh in Condition ¹²(Notices).

(g) Information to Noteholdcrs

Each Noreholder or Representative thereof will have the right, during the lS-day period preceding the holding of rhe General Meering on first convocation and, during the lO-day period preceding the holding of the General Meeting on second convocation, to consult or make a copy of the text of the resolutions which will be proposed and of ¡he reports which will be presented at the General Meeting, all of which will bc available for inspection by the relevant Noteholders at the registered office of the Issuer, at the specified offices of any of the Paying Agents during normal business hours and at any other placc specifiecl in the notice of the General Meeting.

(h) Expenses

The Issuer will pay all expenses relating to the operation of the Masse, including expenses relating to the calling and holding of Gencral Meetings, expenses of the Representative of the Masse in the performance of its {uties and, more generally, all administrative expenses resolved upon by the Ceneral Meeting, it being expressly stipulated that no expenses may be imputed against interest payable under the Notes.

(D Single Massc

The holders of Notes of rhe same Series, and the holders of Notes of any other Series which have been assimilated with the Notes of such first mentioned Series in accordance with Condition L5 (Further Issues and Consolidal¡'øl), shall, for ¡he defence of thcir respective common interests, be grouped in a single Masse. The Represcntative appointed in respect of the first Tranche of any Series of Notes witl be the Representative of the single Masse of all such Series.

For rhe avoidance of doubr, in this Condition 13 (Meetittgs oî Holders and Waivers), the term "outstanding" shall not inclu<le those Notes that are held by the Issuer and not cancelled.

14 CURRENCY INDEMNITY

If any sum <lue from the Issuer in respcct of the Notes, Coupons or any order or judgment given or made in relation thereto has to be converted from the currency (the "first currency") in which the same is payable under these Terms and Con<litions or such order or judgmenr into another currency (the "sccond currency") for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any ordcr or judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, on lhe written deman<l of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fisca¡ Agent, against any loss suffered as a result of any discrepancy between (i) the rate of cxchange used for such purpose to conven the sum in quesrion from thc first currency into the second currcncy and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

This indemnity constitutes a scpararc and indepcndent obligation of the Issuer and shall give rise to a separate and independent cause of action.

I5 FURTHER ISSUES AND CONSOLIDATION

• (a) Furrher Issues: The Issuer shall be at liberty from time to time without the consent of the Holders of Notes or Coupons to create and issue further notes having terms and conditions the same as the Notes or the same in all respects savc for the amount and date of the first payment of interest thereon and so that the same shall be consolidared (assinilées) an<l form a single Series with the outstanding Notes.
• (b) Consolidarion: The Issuer may, with the prior approval (which shall not be unreasonably withheld) of the Redenomination and Consolidation Agent, from time to time on any Interest Payment Date occurring on or after rhe Redenominarion Date on giving not less than 30 days' prior notice to the Noteholders in accordance with Condirion 15 (F-urther Issues and Consolidation), without the consent of the Holders of Notes or Coupons, consolidate the Notes of one Series with the Notes of one or more olher Series issued by it, whether or not originally issued in one of the European national currencies or in Euro, provided such other Notes have been redenominated in Euro (if not originally denominated in Euro) and which otherwisc have, in respect of all periods subsequent to such consolidation, the same terms and conditions as thc Notcs.

I6 REDENOMINATION, RENOMINAL¡SATIONAND RECONVENTIONING

• (a) Applicarion: This Condition 16 is applicable to the Notes only if it is specified in the relevant Final Terms as being applicable.
• (b) Notice of redcnomination: If the country of the Specified Currency becomes or, announces its intention to become, a Participating Member Stare (as defined below), the Issuer may, without the consent of the llolders of Notes or Coupons, on giving at least 30 days' prior notice to such Holders and the Paying Agcnts, designate a date (the "Redenomination Date"), being an Interest Payment Date under the Notes falling on or after the date on which such country becomes a Participating Member State.
• (c) Redenomination and Renominalisation: Notwithstanding the other provisions of these Conditions, with cffect from the Redenomination Date:

the Notes shall be deemed to be redenominatcrl into euro in the denomination of euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Specified Currency, converted into euro at the rate for conversion of such currency into euro established by the Council of the European Union pursuant to the Treaty (including compliance with rules relating to rounding in accordance with European Union regulations); provided, however, thal, if lhe Issuer determines, with the agreement of the Fiscal Agent then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from that specified above, such provisions shall be deemed to be amende<l so as to comply with such market practice and the Issuer shall promptly notify the Holders, each stock exchange (if any) on which the Notes are then listed and the Paying Agents of such deemed amendments;

• (vi) if Materialised Notes have been issued:
• (A) all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date (the 'Euro Exchange Date') on which the Issuer gives notice (the "Euro Exchange Notice') to the Holders that replacement Notes and Coupons denominated in euro are available for exchange (províded tåd, such Notes and Coupons are available) arid no payments will be made in respect thereof;
• (B) the payment obligations conta¡ned in all Notæ denominated in the Specified Currency will become void on the Euro Exchange Date but all other obligations of the Issuer thereunder (including the obligation to exchange such Notes in accordance with this Condition 16) shall remain in full force and effect; and
• (C) new Notes and Coupons denominated in euro will be issued in exchange for Notes and Coupons denominated in the Specified Currency in such manner as the Fiscal Agent may specify and as shall be notified to the Holders in the Euro Exchange Notice; and
• (vii) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Specified Currency ceases to be a subdivision of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro by cheque drawn on, or by credit or transfer to a euro account (or any other account to which euro may be credited or ransferred) maintained by the payee with, a bank in the principal financial centre of any Member State of the European Union.
• (d) Interest and Reconventioning: Following redenominat¡on of the Notes pursuant to this Condition 16, where Materialised Notes have been issued, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of the Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant Holder. In addition, the Issuer may make such changes to the day count fraction and business days applicable to the Notes in accordance with current market practice for Notes denominated in euro.
• (e) Interest Determination Date: If the Floating Rate Note provisions are specifled in the relevant Final Terms as being applicable and Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determ¡ned, with effect from the Redenomination Date the Interest Determination Date shall be deemed to be the seco¡td TARGET Settlement Day before the first day of the relevant Interest Period.

For the purposes of this Condition 16,

'Pârtic¡pat¡ng Member State" means a Member State of the European Union which adopts or has adopted the euro as its lawful currency in accordance with the Treaty; and

'TARGEtr Settlement Day' means any day on which TARGET2 is open for the settlement of payments in euro.

I7 GOVERNING LAWAND JURISDICTTON

• (D Goveming law: The Notes (and where applicable, the Coupons and the Talons) are governed by, and shall be construed in accordance with, French law.
• (ii) Jurísdíaíon: Any claim against the Issuer in connection with any Notes, Coupons or Talons will be submitted to the exclusive jurisdiction of the competent courts in Paris.