Sanofi — Capital/Financing Update 2015

Mar 23, 2015

Terms and Conditions of the Notes

The following is the text of the terns ond conditiots that, subject lo conpletion and as supplentented in accordance with the provisions of the relevant Fina! Terns, shall be applicable ro the Noîes. In the case of Dematerialised Notes, the text ofthe ternts and conditions will not be endorsecl on pltysical docwnents oftitle but will be constituted by the followi,ry lext os completed by the relevant Final Terns. h the case of Materialised Noles, either (i) the full text of these lerns and conditions rogether ,¡vith the relevan! provisions of the Final Terms or (ii) these lerns cutd conditions as so conpleted or supplentented (and subject to sinpliJication by the deletion ofnon-applicable provisions), shall be endorsed or attached on Definitive Materialised Notes. AII capitttlised terns that are not defiled iil these Conditions will have the meanings given ro rhen in îhe relevant Final Terns. References in the Conditions to "Noles" are lo lhe Notes of one Series only, not to all Notes that nray be issued under the Progranune.

l'he Nores are issucd by Sanofi (the "Issuer") with the benefit of an agency agreement dated 3 May 2012 between the lssuer and BNP Paribas Securities Services as Fiscal Agcnt, Principal Paying Agent, Rcdenomination Agcnt, Consolidarion Agent and Calculation Agenr (the "Agency Agrecment"). The fiscal agent, the paying agents, the redenomination agent, the consolidarion agent and the calculation agent(s) for the time being (ifany) are referred to below respectively as the "Fiscal Agent", the "Paying Agents" (which expression shall include the Fiscal Agcnt), the "Redenomination Agent", the "Consolidation Agent" and the "Calculation Agent(s)".

References below to "Conditions" are, unlcss the context requires otherwise, to the numbercd paragraphs below.

The specific terms of each Tranchc (which will be complcted, where necessary, with additional terms and conditions) will be set out in the Final Terms to this Base Prospectus (hc "Final Tcrms").

As used herein, "Tranche" means Notes which are identical in all respects (including as to listing). As used herein, "Series" means a Tranche of Notes together with any further 'l'ranchc or Tranches of Notes which are expressed to bc consolidared (assinilées) and form a single series and are identical in all respects (including as to listing) except that the Issue Price, Issue Dare, Interest Commencement Datc (if any) and/or thc amount of the first payment of interest (if any) may be different in respcct of different Tranches.

A copy of the Agency Agrcement is available for inspection and the Final Terms applicable to the Notes are available free ofchargeduring normal busincss hours at the specified office ofthe Paying Agent, savc that the applicable Final Terms in relation to an unlisted Notc will only be available for inspection by a Holder holding one or more Notes of that Series and such Holder must prøluce cvidencc satisfactory to the relevant Paying Agent as to its holding of Notes and as to its identity. '[he Holders of Notcs, Receipts, Coupons and Talons are deemcd to have noticc of, and are entitled to the benefit of, all rhe provisions of rhe Agency Agrcement and the applicable Final Terms which arc applicable to them.

rWords and exprcssions defined in the Agency Agreement or uscd in the applicable Final Terms shall have the same mcanings wherc used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided rl¡or, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

For the purposes of thcse Terms and Conditions, "Regulated Market" means any regulated market situatcd in a Member State of the European Economic Arca ("EEA"), as defined in the Directive 2W4l39lEC.

I. FORM, DENOMINATION AND TITLE

(a) Form:

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

Tille to Dematerialised Notes will be evidenced in accordance with Anicles L.2ll-3 et seq. and R.2ll-l of the French Code nonétaire et rtnancier by book entries (dttscrþl¡o,ß e,, conpte). No physical documenr of ritle (including cerr¡f¡cats représentatifs pursuant to Article R.2ll-7 of rhe l:rench Code monétaire et Jinancier) 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 (øa porteur), which will be inscribed in the books of Euroclear France ('Euroclear Flance') (acting as central depositary) which shall credit the accounts ofAccount Holders, or in registered dematerialised form (aø nomìnotifl and, in such latter case, at the option of the relevant Noteholder in either administered registered form (aø nominotif adminislrá) inscribed in the books ofan Account Holder designated by the relevant Noteholder or in fully registered form (aa nonínatif par) inscribed in an account in the books of Euroclear France maintained by the Issuer or the registration agent (designated in the relevant Final Terms) acting on behalf of the Issuer (the 'Regilration Agent').

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

(iD 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 Conditions are not applicable. Instalment Notes are issued with one or more receipts (each a 'Receipt") attached.

In accordance whh Anicles L.2ll-3 and R.2ll-l of the French Code monétaire etSnancier, securities (such as the Notes) which are governed by French law and are in materialised form must be issued outside the French territory.

(b) Denomination(s):

Nores shall be issued in the specified denomination(s) as set out in the relevant Final Terms (the "Specifted Denomination(s)") save that the minimum denomination of each Note admitted to trad¡ng 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 currency 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:
• (D Title to Dematerialised Notes in bearer dematerialised form (au porteur) and in administered registered form (cø noninatif aûninistrá) shall pass upon, and transfer of such Notes may only be effected through, registration of the transfer ¡n the accounts of the Account Holders. Title to Dematerialised Notes in fully registered form (aø noninatíf pur) shall pass 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.
• (iD Title to Materialised Notes in definitive form having, where appropriate, Coupons, Receip(s) and/or a Talon attached thereto on issue ('IÞfi¡itive Materialised Notes'), shall pass by delivery.
• (iiÐ Except as ordered by a coun ofcompetentjurisdiction or as required by law, the holder ofany Note (as defined below), Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not ¡t is overdue and regardless ofany 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 these 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 Registration Agent (as the case may be) as being entitled to such Notes and (b) in the case of Materialised Notes, the bearer of any Definitive Materialised Note and the Receipts, Coupons ('Receiptholder' and "Couponholder" being construed accordingly), or Talon relating to it, and capitalised terms have the meanings given to them in the relevant Final Terms, the absence ofany such meaning indicating that such term is not applicable to the Notes.

2. COI{VERSION AND EXCHANGES OF NOTES

(a) Dematerialised Notes

• Dematerialised Notes issued in bearer dematerialised form (øa porteur) may not be convened into Dematerialised Notes in registered dematerialised form, whether in fully registered form (au nominatíf pur) or in administered registered form (aø nominatif administþ. (D
• (iD Dematerialised Notes issued in registered dematerialised form (aa nonínatifl may not be convened into Dematerialised Notes in bearer dematerialised form (au porteur).
• (iiD Dematerialised Notes issued in fully registered form (au nonínatif pur) may, at the opt¡on of the Noteholder, be convened into Notes in administered registered form (oø nominatìf administré), and vice versa.T'he exercise ofany such option by such Noteholder shall be made in accordance with Anicle R.2ll-4 of the French Code monétaíre et fnanc¡er. Any such conversion shall be effected at the cost ofsuch Noteholder.

(b) Materialised Notes

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

3. STATUS OFTIIE NOTES AND SI.'BORDINATION

• (A) Status of the Notes Unsubordinated Notes
• (a) This Condition 34, is applicable to Notes specifìed in the applicable Final Terms as being unsubordinated or not specified as being subordinated ('Unsubordinated Notes').
• The Unsubordinated Notes and, where applicable, any relative Receipts and Coupons (subject to Condition 4) constitute direct, unsecured and unsubordinated obligations of the Issuer and rank pari pøssa 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. o)
• (B) Status ofthe Notes Subordinated Notes
• This Condition 38, is applicable to Notes specified in the applicable Final Terms as being subordinated notes ('Subordinated Notes "). (a)
• The Subordinated Notes constitute direct, unsecured and subordinated obligations of the lssuer and rank, unless otherwise provided in the applicable Final Terms, pcri passr without any preference or priority among themselves and parí passu with all other present and future Subordinated Notes issued by the Isuer all in accordance with Anicle L. 228-97 of the Code de commerce. (b)
• In the event of a Repayment Event (as defined in Condition l0B), the claims of the Holders of Subordinated Notes will be subordinated in right of payment in the manner provided in the applicable Final Terms. (c)

4, NEGATIVEPLEDGE

In respect of Unsubordinated Notes only, so long as any Note of the relevant Series remains outstanding, the Issuer shall not create 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 w¡thout (a) at the same time or prior thereto securing the Unsubordinated Notes equally and rateably therewith or (b) providing such other securily for the Notes as may be approved by a General Meeting of Holders of Notes of the relevant Series.

"Relevant Indebtedness" means any obligation wheüer 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 RateNotes
• (i) Each Fixed Rate Note bears interest on its nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date at the rate(s) per annum equal to the F¡xed Rate(s) of Interest payable in arrear on the Fixed Interest Date(s) in each year and on rhe Maturity Date if that does not fall on a Fixed Interest Date. The first paymenr of inrerest will be made on the Fixed Interest Date next following the Interest Commencement Date and, if the first anniversary of the Interest Commencement Date is not a Fixed Inrerest Date, will amount to the Initial Broken Amount. If the 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 amounr of interest payable in respect ofeach Fixed Rate Note for any Fixed Rate Interest Period (as defined below) shall be specified in the Final Terms (the "Fixed Coupon Amount').
• (¡iÐ 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 the Specified Denomination, multiplying such sum by the applicable Fixed 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.
• (iv) tf, 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 ofdays elapsed or on such other basis as is specified in the applicable Final Terms.

'Fixed Day Count Fraction" or'Actual/Actual (ICMA)'means, in respect of the calculation of an amount for any period of dme (the 'Calculation Period"):

• (D 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 ofthe number ofdays in the Fixed Rate Interest Period in which it falls and the number of Fixed Rate Interest Periods in any year; and
• (iD 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 Calculat¡on Period falling in the Fixed Rate

Interest Period in which it begins divided by the product of the actual number of days in that Fixed Rate lnterest Period and the number of Fixed Rate Interest Periods in any year and (y) the actual number of days in such Calculation Period falling in the subsequent Fixed Rate Interest Period divided by the product of the actual number of days in the subsequent F¡xed Rate lnterest Period ar¡d the number ofFixed Rate Interest Periods in any year.

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

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

"Tteaty" means the Treaty on the Functioning of the European Union.

(b) Inter€st on Floating Rate Notes and Indexed lnterest Notes

(Ð Interest Payment Dates

Each Floating Rate Note or Indexed Interest Note bears interest on its nominal amount (or, ¡f it is a Panly Paid Note, the amount paid up) from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

• the Interest Payment Date(s) in each year specifìed in the applicable Final Terms; or (A)
• if no express Interest Payment Date(s) is/are specified in the applicable 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 applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the lnterest Commencement Date. (B)

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

If a business day convention is specified in the applicable 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 s(bXÐ(B) 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 mutatis mutondis 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, ¡n 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 lnterest 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; ot
• (3) the Modified Following Business Day Convention, such lnterest 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 Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In addition, if (i) the Floating Rate Convention is specified in the applicable Final Terms, (ii) Interest Periods are specified in accordance with Condition SOX¡XB) 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 month which falls the lnterest Period after the preceding applicable Interest Payment Date occurred.

In this Condition, "Business l)ay' 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 fioreign currency deposits) in Paris and any Business Centre specified in the applicable Final Terms; and (A)
• either (l) in relation to interest payable in a Specifìed Currency other than euro and Renminbi, 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 the principal financial centre of the country of the relevant Specified Currency (ifother than London and any Business Centre) or (2) in relation to any sum payable in euro, a day on which TARGET2 is operating; or (3) in relation 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). (B)

'TARGET2" means the Trans-European Automated ReaþTime Gross Settlement Express Transfer payment system which util¡ses a single shared platform and which was launched on 19 November 2007.

(iD Rote oflnterest

The Rate of Interest payable from time to t¡me in respect of Floating Rate Notes or Indexed Interest Notes will be determined in the manner specified in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable 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 Floating Rate that would be determined by the Fiscal Agent under an interest rate s\vap transaction if the Fiscal Agent were acting as Calculation Agent for that swap transact¡on under the terms of an agreement incorporating the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. as amended from time to time (the "ISDA Del¡Dit¡ons') and under which:

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

For the purposes of this sub-paragraph (A), 'Floating Rate", 'Calculation Agent', 'Ftoating Rate Option', 'Desigpated Maturity' and "Reset Date" have the meanings given to those terms 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 Principal Paying Agent will be deemed to have discharged its obligations under Condition S(bXiv) in respect of the determination of the Rarc of Interest if it has determined the Rate of Interest in respect of such Interest Period in the manner provided in this sub-paragraph (A).

(B) FBF Determination for Floating Rate Notes

Where FBF 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 Accrual Period shall be determined by the Calculation Agent as ^arate equal to the relevant 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 lnterest 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:

• the Floating Rate is as specifted in the relevant Final Terms, and (l)
• the relevant Floating Rate Determination Date (Date de Déternirution du Tau Varíable) is the first day of that Interut Accrual Period unless otherw¡se specified in the relevant Final Terms' Q)

For the purposes of this sub-paragraph (B), 'Floating Rate" (laar Variablel, "Calculation Agent" (Agent), 'Floating Rate Determination Date" (Date de

Détermination du Tau Variable) and 'Thansaclion" (Transaction) have the meanings given to those terms in the FBF Definitions, provided låal Euribor means the rate calculated for deposits in euro which appears on Reuters Page EURIBOROI, 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 fiorward financial instruments as supplemented by the Technical Schedules (Additifs Techniques) as published by the Fédération Bancqire Française (together the 'FBF Maler Agreement"), unless otherwise specified in the relevant Final Terms.

(C) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable 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:

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

(expressed as a percentage rate p€r 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 11.00 a.m. (Brussels time) in the case of EURIBOR on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Fiscal Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, 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 offered quotations.

If, in ¡he case 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 case, the Relevant Screen Page is unavailable, the Fiscal Agent will:

• (A) request the principal fìnancial centre office 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 Centre interbank market in an amount that is representative for a single ransaction in that market at that time; and
• (B) determine the arithmetic mean of such quotations.

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 I1.00 a.m. (local time in the principal financial 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 represenative 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 applicable 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 w¡th the Reference Rate, unless otherwise specified in the relevant Final Terms.

(iiD Minimum and/or Maximum Inîerest Rate

If the applicable Final Terms speciff a Minimum Interest Rate for any Interest Period, then, ¡n the event that the Rate of lnterest 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 Inrerest for such Interest Period shall be such Minimum Interest Rate. If the applicable Final Terms specify a Maximum 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 greater than such Maximum Interest Rate, the Rate of Interest for such Interest Period shall be such Maximum Interest Rate.

(iv) Determínatìon of Rate of Interest and Calculatìon of Inreres, Amoun ^s

The Fiscal Agent, in the case of Floating R¿te Notes, and the Calculation Agent, in the case of Indexed Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for ùe relevant Interest Period. In the case of Indexed Interest Notes, the Calculation Agent will notify the Fiscal Agent of the Rate of Inrerest for the relevant Interest Period as soon as practicable after calculating the same.

The Fiscal Agent will calculate the amount of interest (the "Interesl Amount') payable on the Floating Rate Notes or Indexed Interest Notes in respect of the Specified Denomination for the relevant Interest Period. Each Interest Amount shall be calculated by applying the Rate of Interest to the Specified Denomination, multiplying such sum by the applicable Day Count Fraction and rounding rhe 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 Fraction' means, in respect of the calculation of an amount of interest for any Interest Period:

• (l) if "Actual/Actual' or 'Actual/365 (FBÐ' is specified in the applicable Final Terms, the actual 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 ponion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a nonleap year divided by 365);
• if "Actual/365 (Flxed)' is specified in the applicable Final Terms, the actual number ofdays in the lnterest Period divided by 365; Q)
• 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 and whose dcnominator is 365 (or 366 if 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: (3)

• the number ofcomplete years shall be counted back from the last day of the Calculation Period; and (x)

• (y) this number shall be increased by the fraction for the relevant period calculated as set out in the first paragraph of this definition;

• (4) if "Actual/360' is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
• (s) ¡f'30/360", "360/360' or "Bond Basis" is specified in the applicable 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:

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

"Yl" 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;

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

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

"Ilr' is the calendar day, expressed as a number, immediately following the last day included in 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 applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x(Yz - Yr)l+ Í30 x(M z - ^M))+ (D, - Dr) 360

where:

(6)

"Yr" is the year, expressed as a number, in which the fìrst 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;

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

"D¡' 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

"IÞ" 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 D¿ will be 30;

0) ¡f "308/3ó0 (FBF)" is specified 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 a year comprising 12 months of 30 days, subject to the following the exception:

if the last day of the Calculation 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 (dd I, mml , yyl) is the date of the beginning of the period

D2 (dd2, mm2, yy2) is the date of the end of the period

the fraction is:

I ³⁶⁰x Í\$y2-yyl) ^x360 ⁺(mm2-mml) ^x30 + Min(dd2,30)-Min(ddl , 30)

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

Day Count Fraction ⁼ 1360x(Yz- Ii)l+[30.r(M"-M,\l+(Dr-D,') ³⁶⁰

where:

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

"M¿" is the cale¡rdar 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 (i) that day is úe last day of February or (ii) 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 (i) that day is the last day of February but not the Maturity Date (as specified in the applicable Final Terms) or (ii) such number would be 31, in which case D¿ will be 30,

provìded, however, thot 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) Notífication ofRote oflnterest and Inleresr Amounts

The Fiscal Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes or Indexed Interest Notes arc for the time being lisred and notice thereof to be published in accordance with Condition 12 as soon as possible after their derermination but in no event later than the founh London Business Day (as defined in Condition 5(b)(i)) rhereafrer. Each Interest Amount and Interest Payment Date so notifîd may subsequently be amended (or appropriate altemative 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 or Indexed Interest Notes are for the time being listed and to Holders of Notes in accordance with Condition 12.

(vi) Certificates to be Final

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

(c) Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined by rcference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the applicable Final Terms.

(d) Partly Paid Notes

In the case of Panly Paid Notes (other than Partly Paid Notes which areZero Coupon Notes), interest will accrue as aforesaid on the pa¡d-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.

(e) Instalment Notes

In the case of Insralmenr Notes (other than Instalment Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the outstanding nominal amount of such Notes and otherwise as specified in the applicable Final Terms.

(D Accrual oflnterest

Each Note (or in the case of rhe redemption of part only of a Note that part only of such Note) will cease 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 until whichever is the earlier of:

• (¡) the date on which all amounts due in respect ofsuch Note have been paid; and
• five days after the date on which the full amount of the moneys payable has been received by the Fiscal Agent and notice to that effect has been given in accordance with Condition 12. (iD

(g) Additional Provisions for Interest on Subordinated Notes

In the case of Subordinated Notes, any additional or alternative provisions in respect of the rate or amount of interest payable shall be specified in the applicable Final Terms.

(h) CNY Notes

Norwithstanding the foregoing, each CNY Note which is a Fixed Rate Note bears interest from (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 nexf day which is a Business Day unless it would rhereby fall inro the next calendar month in which case it shall be brought forward to the immediately preceding Busincss Day. Interesc will be payable in arrear on each Interest Payment Datc. The Calcularion Agcnt will, as soon as practicable after 11.00 a.m. (Hong Kong time) on each lnterest Dcrermination 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 thc Calculation Agent shall (in the absence of manifest error and after confirmation by the Issuer) be final and binding upon all parties. l'he Calculation Agent will cause the amount of interest payable per Spccified Denomination for cach Interest Period and the relevant Intcrest Payment Date to be notificd ro each of the Paying Agents and to be notified to Noteholders as soon as possible afrer thcir dctermination but in no event later than the founh Business Day thereafter. 1'he amount of interest payable per Specified Denomination and Interest Payment Date so published may subsequently be amended (or appropriate altemativc arrangements made by way of adjustment) wilhout notice in the evenr of an extension or shortening of the Interest Period. If the Notes become due and payable under Condirion 10, the accrued interest per Specified Denomination shall nevenheless continue to be calculared as previously by the Calculation Agent in accordance with this provision but no publication of the amount of interest payable per Spccified Denomination so calculated need be made. Unless otherwise agreed in the rclcvant Final Terms, interest shall be calculatcd in respect of any period by applying rhe Rare of Interesr ro rhe Specified Denomination, multiplying such product by the actual number of days in the relevant Intcrest Perio<l or, as applicable, other period concerned and dividing it by 365, and rounding the resultant figure to the nearcst Renminbi sub-unit, half of any such sub-unit being roundcd upwards or otherwise in accordance with applicable market convention.

6, PAYMENTS

(a) Dcmaterialiscd Notes

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

(b) Materialised Notes

Paymenrs of principal and interest in respect of Materialised Notes shall, subject as mentioned below, be made against presentation and surrender during usual business hours of thc relevant Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presenred for payment rogether with its relative Note), Materialised Notcs (in the case of all orher payments of principal and, in the case of interest, as specified in Condition 6(fXvi)) or Coupons (in the case of interest, save as specified in Condition 6(fXvi)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque 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 the principal financial centre of the country for such Specified Currency or, in the case of euro, in a city in which banks have access to the TARGET 2 System.

(c) Payments in thc United States

Notwirhsranding the foregoing, if any Materialised Notes are denominated in U.S. Dollars, payments in respecr rhereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issucr shall have appointcd Paying Agents with specifted offices outside the United Stares with rhe reasonable expectation that such Paying Agcnts would be able to make payment of the amounts on the Notes in the manner provided above when 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 rcceipt of such amounts and (iii) such payment is then pcrmitted by United Statcs law, without involving, in the opinion ofthe Issucr, any adverse tax consequence to the Issuer.

(d) Payments subject to Fiscal Laws

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without preju<tice to thc provisions of Condition 8. References to "Spcrcilìed Currency" will include any successor currency under applicable law.

(e) Appointmcnt of Agents

The Fiscal Agent, rhe Paying Agents, the Calculation Agent, the Redenomination Agent and the Consolidarion Âgcnt inirially appointed by the Issuer and their respective specified offices are listed below. Thc Fiscal Agent, the Paying Agents, the Redenomination Agent, the Consolidation Agent and thc Regisrration Agent act solely as agents of the Issuer and the Calculation Agent(s) act(s) as independent expens(s) and, in each such case, do not assume any obligation or relationship of agency for any Noteholder or Couponholder. The Issuer rcserves the right at any time to vary or terminate the appointment of the Fiscal Agcnr, any other Paying Agent, the Redenomination Agent, the Consolidation Agenr and rhe Regisrrarion Agcnt or rhe Calculation Agent(s) and to appoint additional or othcr Paying Agents, provided that rhe Issuer shall at all times maintain (i) a Fiscal Agent, (ii) one or more Calculation Agent(s) where rhe Condirions so require, (iii) a Rcdenomination Agent and a Consolidation Agcnt where rhe Conditions so require, (iv) a Paying Âgcnt having its specified offices 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 applicable to, the relevant Regulated Market so require, in such other city where the Notes are admitred to rrading, (v) in the case of Materialised Notes, a Paying Agent with a specificd office in a Europcan Union Member State (which may be any of the Paying Agents referrcd to in (iv) above) that will nor be obliged to withhold or deduct tax pursuant to European Council Directive 200314818C oÍ ³ June 2003 on taxation of savings incomc in the form of interest payments, or any other European Union Dircctive implementing the conclusions of the ECOFIN Council meeting o126-2'l November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directíve, (vi) in the case of Dematerialised Notes, in fully registered form, a Registrarion Agent and (vii) such other agents as may be rcquired by any other Regulated Market on which the Notes may be admitted to trading.

tn addirion, rhe Issuer shall forrhwirh appoint a Paying Agent in New York City in respect of any Materialised Notes denominated in U.S. Dollars in the circumstances described in paragraph (c) above.

On a redenomination of the Notes of any Series pursuan! to Condition l6 with a view to consolidating such Notes with one or more other Series of Notes, in accordance with Condition 15, the Issuer shall ensure that the same entity shall be appointed as both Redenomination Agent and Consolidation Agent in respect of both 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 offrce shall promptly be given to the Noteholders in accordance with Condition 12.

(f) Unmatured Coupons and Receipts and unexchanged Talons

• (i) Unless Materialised Notes provide that the relative Coupons are to become void upon the due date for redemprion 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 (ogether, 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 (ogether, where applicable, with the amount of any accrued interest corresponding to such Coupon) rhar rhe sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Amonised Face Amount, Early Redemption Amount or Optional Rcdemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within ^aperiod 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).
• If Marerialised Notes so provide, upon the due date for rcdemption of any such Materialised Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them. (ii)
• (iiÐ Upon rhc due date for redcmption of any Matcrialised Note, any unexchanged 'I'alon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
• Upon rhc due date for redemption of any Materialised Note that is redeemable in instalments, all Receipts relating to such Materialised Note having an lnsølment Date falling on or after such due date (whether or not attached) shall become void and no payment shalt be made in respect of them. (iv)
• Where any Materialised Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presentcd for redemption without all unmatured Coupons, an<t where any Materialised Note is prcsented for redemption without any unexchangcd Talon relating to it, redemption shall be made only against the provision of such indemnity as ¡he Issuer may require. (v)
• (vi) 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 bc, (including, for the avoidance ofdoubt, any accrued interest if applicable) shall only be payable against presentation (and surrender if appropriate) of the relevant Definitive Materialised No!e. Interest accrued on a Materialised Note that only bears interest after its Maturiry Date shall be payable on redcmption of such Note against presentation of the relevant Materialised Notes.

(e) 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 funher Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9).

(h) Payment Day

If the date for payment of any amount in respect of any Note, Receipt 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 (unless otherwise specified in the applicable Final Terms), "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 Materialised Notes, on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as "Financial Centres" in the relevant Final Terms; and (i)
• (ii) a Business Day (as defined in Condition 5(b)(i)).

(i) Alternative Payment in U.S. Dollar

If lnconverribility, Non-transferability or Illiquidity (each as defined below) occurs, the Issuer, on giving nor less than five nor more than 30 days irrevocable notice in accordance with Condition 12 to the Noteholders prior to rhe due date for payment, shall be entitled 1o satisfy its obligations in respect of such paymenc by making such paymenr in U.S. dollars on the basis of the Spot Rate on the second FX Business Day prior to such payment or, if such rate is not available on such second FX Business Day, on the basis of the rate 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 constitutc a default in respect of the Notcs.

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

"Governrncntal Authority" means any de focto or de jure government (or any agency or instrumentality thereof), coun, tribunal, administrative or other governmental authority or any other entity (private or public) charged wirh rhe regulation of the financial markets (including the central bank) of Hong Kong.

"Illiquidity" means rhe general Renminbi exchange market in Hong Kong becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in ordcr to satisfy its obligation to pay interest and principal (in whole or in pan) in respect of the CNY Notes as determined by the Issuer in good faith and in a commercially reasonable manner following consultation with two CNY Dealers.

"Inconvcrtibility" means ¡he 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 Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation cnacted 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 Issucr, 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 deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than whcre 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 the relevant CNY Notes and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rulc or regulation).

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

"Spot Rate" means rhe spot U.S. clollar/CNY exchange rate for the purchase of U.S. tlollars with CNY in the over+he-counter Renminbi exchange market in Hong Kong for settlement in two Business Days, as determined by the Calculation Agent at or around 11.00 a.m. (Hong Kong time) on the date of determination, on a deliverable basis by reference to the most recently available U.S. dollar/CNY offtcial fixing rate for settlement in two FX Business Days reported by The State Administration of Foreign Exchange of the PRC, which is reported on Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designate<l 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 lhe 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, expressed, made or obtained for the purposes of this Condition 6 by the Calculation Agent, will (in the absence ofmanifest error) be binding on the Issuer, the Paying Agents and all Noteholders.

(¡) Interpretation 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:

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

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 Condition 8.

7 REDEMPTION AND PURCHASE

(a) At Maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in 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 pan, at any time (if this Note is neither a Floating Rate Note nor an Indexed Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note or an Indexed Interest Note), on giving not less than 30 nor more than 60 days' notice to the Fiscal Agent and, in accordance with Condition 12, the Holders (which notice shall be irrevocable), if:

• on the occasion of the next payment due under the Notes the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition I as a result of any change in, or amendment to, the laws or regulations of the Republic of France or any political suMivision or any authority thereof or 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 applicable), which change or amendment becomes effective on or after the Issue Date of the first Tranche of the Notes; and (D
• (¡D such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided that no such norice 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 to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Fiscal Agent a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting fonh a statement of facts showing that the conditions precedent ro the right of the Issuer so to redeem have occurred, and an opinion, of independent legal advisers of recognised standing to thc 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 rhe occasion of the next payment duc under the Notes be prevented by French law from making payment to rhe Noteholders of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts contained above, then the Issuer shall forthwith give notice of such fact ro the Fiscal Agent and the Issuer shall forthwith redeem all, but not some only, of the Notes then oursmnding, upon giving not less than 30 nor morc than 60 days' irrevocable norice ro the Noteholders, provided that the due date for rcdcrnption of which notice hereundcr shall be given, shall be the latest practicable date on which the Issuer could make payment wirhout 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 referred ro in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of reclemption notified by thc Issuer. No further intercst shall accrue on the Notes following such date of redemption.

(c) Redemption at the Option of the Issuer (Call Option)

If the Issuer is specified in the applicable Final Terms as having an option to redeem, the Issuer shall, having givcn:

• (i) not less than 20 nor more than 30 days'notice to the llolders in accordance with Condition 12; and
• (iÐ nor less rhan 20 days before rhe giving of the notice rcferred to in (i), notice to the Fiscal Agent,

(which notices shall be irrcvocable), redeem all or some only of the Notes then outstanding on any Optional Rcdemption Date and at the Optional Redemption Amount(s) specified in, or delermined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date.

In the case of a panial redemprion or a panial exercise of an Issuer's option in respect of Materialised Notes, the notice to hol<lers of such Materialised Notes shall also contain the number of the Definitive Materiatised Notes to bc redeemed or in respect of which such option has been exercised, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prcvailing markct practices, subject to compliance with any applicable laws and Regulated Markct rcquirements.

In the case of a partial redemption of or a partial exercisc of an Issuer's option in respect of Dematerialised Notes, the reclemption may be effected, at the option of the Issuer, either (i) by reducing the nominal amount of all such Dematcrialised Notes in a Series in proportion to the aggregate nominal amount redeemed or (ii) by redeeming in full some only of such Dematerialised Notes and, in such latter case, the choice between rhose Dematerialised Notes that will be fully redeemed and those Dematerialised Notes of any Series that will not be redeemed shall be made in accordance with Article R.213-16 of the French Code nonétaire et frMncier and the provisions of the relevant Final Terms, subject to compliance with any other appticable laws and Regulated Market requirements.

So long as rhe Notes are admirred to trading on a Regulated Market and the rules of, or applicable to, such Regulated Market require, the Issuer shall, each time there has bcen a panial redemption of the

Nores, 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 the Regulared Markct on which such Notes are admitted to trading is located, which in the case ofthe Luxembourg Stock Exchange is expected to be the Luxemburger Vy'ort, a notice specifying the aggregate nominal amount of Notes outstanding and, in the case of Materialised Notes, a list of any Definitive Materialised Notes drawn for redemption but not surrendered.

(d) Redcmption of the Notes at the Option of the Holders (Put Opt¡on)

If the Holders of Nores are specified in the applicable Final Terms as having an option to redeem, upon the Holder of any Note giving to the Issuer in accordancc with Condition 12 not less than 15 nor more than 30 days' notice or such other period of notice as is specified in the applicable Final Terms the Issucr will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in rhe applicable Final Terms, in whole (bur not in pan), such Note on the Optional Redemption Date and at the Oprional Redemption Amount spccified in, or determined in the manner specified in, the applicable Finat Terms rogerher, if appropriate, with interest accrued to (but excluding) the Optional Redemption Darc. If rhe Holders of Notes are not specificd in the applicable Final Terms as having an option to re<teem then the Holders of Notes shall not have any option to redeem such Notes as described in this sub-paragraph (d).

To exercisc rhe right to require redcmption of a Note the Holder of such Note must deliver a duly signed and complcted notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a "Put Notice"), at any time within the notice pcriod 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 addrcss) 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 unmatured Receipts and Coupons and unexchanged Talons). In the case of Dematcrialised Notes, the Noteholder shall transfer, or cause to be transferred, the Dematerialised Notes to bc redeemed to the accounl of the Paying Agent specified in the Puc Notice. No option so excrcised and, where applicable, no Note so deposited or transferred may be withdrawn without the prior consent of the Issuer.

(e) Early Redemption Amounts

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

• (D 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 but including Instalment Notes and Partly Paid 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, or determined in the manner specified in, the applicablc Final Terms or, if no such amount or manner is so specified in the Final Terms, at their nominal amounu or (ii)
• (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) the producr of rhe Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date lo (but excluding) the date frxed 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 rvhich 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 days elapsed; and (ii) in the case of aZero Coupon Note payable in euro, on the basis of the acrual number of days elapsed divided by 365 (or, if any of the days elapsed falls in a leap year, the sum of (x) the number of those days falling in a leap year divided by 3ó6 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 applicable Final 'I'erms.

(f) Instalments

If the Notes are repayable in instalments, they will be redeemed in the Instalment Amounts and on the Instalmcnt Dares. In rhe case of early redemption, the Early Redcmption Amount will be determined pursuant to paragraph (e) above.

(g) Partly Paid Notes

If the Notes are Panly Paid Notes, they will be redeemed, whether at maturity, early rcdcmption or orherwise, in accordance with the provisions of this Condition and the applicable Final Terms.

(h) Purchases

The Issuer may at 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 othcrwise specifred 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 limirs sct by Article L.213-IA of the French Monetary and Financial Code as amended from time to time.

(D Cancellation

All Notes redeemed or purchascd for cancellation by or on behalf of the Issuer will be cancelled, in thc case of Dematerialised Notes, rogether with all rights relating to payment of interest and other amounts relating to such Dematerialised Notes, by transfer to an account in accordance with the rules and procedures of Euroclear France and, in the case of Materialised Notes, together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered thercwith, by surrendering ro the Fiscal Agent the Temporary Global Certifìcate and the Definitive Materialised Notes in question together with all unmatured Receipts and Coupons and all unexchanged Talons. Any Notcs so cancelled or, where applicable, transferred or surrcndered for canccllation may not be rc-issued or resoltl and the obligations ofthe Issuer in respect ofany such Notes shall be discharged.

0) Latepayment onZero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuanr to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition l0 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Nore shall be the amount calculatcd as provided in paragraph (eXiii) above as though the references therein to the date fixed for the redemption or thc date upon which such Zero Coupon Note becomes due and payable were replaced by references to 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 Agent and notice to that effect has been given to the Holders in accordancc with Condition 12. (ii)

(k) Obligation to redeem

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

8. TAXATION

All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of rhe Republic of France or any political suklivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such evenc, the lssuer will, to the fullest extent then permitted by law, pay such additional amounrs as shall be necessary in order that the net amounts received by the Holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and inrcrest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in rhe absence of such wirhholding or deducrion, except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:

• (D presented for payment by or on behalf of a l{older of a Notc, Receipt or Coupon who is liable for such laxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with the Republic of France other than thc mere holding of such Note, Receipt or Coupon; or
• (ii) in the case of Definitive Materialised Notes, more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder rhereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day; or
• (iii) where such withholding or dcduction is imposed on payments to an individual and is required to be made pursuanr ro the EU Direcrive 2Cf.3l48lEC of 3 June 2003 on thc laxation of savings implementing the conclusions of the ECOFIN Council meeting o126-27 November 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive; or
• (iv) in respect of Definirive Materialised Notes presented for payment by or on behalf of a Holder who would be able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the EU.

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

If the Issuer becomes subject at any time to any taxing jurisdiction other than the Republic of France, references 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 the rules of U.S. lnternal Revenue Code Sections l47l through 1474 (or any amended or successor provisions), pursuant to any inter-governmental agreement, or implementing legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the U.S. Internal Revenue Service ("FATCA withholding") as a result of the Holder, beneficial owner or an intermediary (that is not an agent of the Issuer) not being entitled to receive payments free of FATCA withholding. The Issuer shall not be liable for, or otherwise obliged to pay, any FATCA withholding dcducted or withheld by the lssuer, any paying agent or any other party.

9, PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which for this purpose shall not include Talons) shall be presøibed 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 DEFAULT AND REPAYMENT EVENTS

I0A. Events of Deþult - Unsubordinated Notes

This Condition l0A is applicable only to Notes specified in the applicable Final Terms as being unsubordinated or not specified as being subordinated.

The Reprcsentative (as defined in Condition l3), upon request ofany Noteholder, may, upon written notice to rhe 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 ro become immediately due and payable at their principal amount, together with any accrued interest rhereon (including, wherc applicable, any accrued interest), as of the date on which such norice for paymenr is rcceived by the Issuer and the Fiscal Agent without funher formality, if one or morc of the following events (each an "Event of Default") shall have occurred and is continuing:

• (i) any amount in respcct of the Notes shall not be paid on its due date, and such default shall not be remcdied within a period of 30 days from and including such date in the case of interest and within a period of 15 days from and including such datc in the case of principal unless in any such event the amount due is not paid due to circumstances affecting the making or clearing of the payment which are outside the control of the Issucr, in which case such event shall not constitute an Event of Default so long as such circumstanccs continue in existence; or
• any orher obligarion relaring ro the Notes shall not be fulfilled within a period of 30 days from and excluding the date of receipt by rhe Issuer or the Fiscal Agent of a written notification requiring the same to be remedied which shall have been given, by any Holder ofa Note, Receipt or Coupon; or (iD
• (a) any borrowed money of the Issuer or of any Principal Subsidiary becomes clue and repayable prematurely by reason of a default in relation thcreto or (b) any suc^hborrowed money is not paid at maturity as extended by any applicable grace period or (c) any guarantee or indemnity in respect of any borrowed money of a third party given by thc Issuer or any Principal Subsidiary is not honoured when due and called upon or within any applicablc grace period, unless the Issuer or such Principal Subsidiary, as the 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 court, in which case such evcnt shall not constitute an Event of Default hereunder so long as rhe dispure shall not have been finally adjudicated and provided that in ahe case of (a), (b) or (c) of this Condirion lOA(iiD, such borrowcd money of the Issuer or such Principal Subsidiary, or the amount of the failure to pay by the Issucr or the relevant Principal Subsidiary under such guarantee or indemnity given in respecr of such third party borrowed money, is in an aggregate nominal amount of at least € 100,000,000 (or its equivalent in any other currency), unless in any such event the amount due is not paid due to circumstances affecting the making or clearing of the payment which are outside the conrrol of thc Issuer or the Principal Subsidiary, as the case may be, in which case such event shall not constitute an Event of Default so long as such circumstances concinue in existence; or (iiD
• (iv) the Issuer or any Principal Subsidiary makes any proposal for a general moratorium in relation to its debts or ceases its paymenrs (including, without limitation, a cessalion des paienents under French law) or enters into a conciliation procedure (procédure 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 cessiott totale de l'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, assignmcnt or othcr arrangcmcnt for thc bcncfit of its creditors or enters into a composition with its creditors; or
• an order is made by any competent authority or an effective resolution is passed for the winding up, liquidarion or dissolution of any of the Issuer's Principal Subsidiaries (otherwise than for the purposes of or pursuant to an amalgamation, reorganisation, merger, consolidation, or restructuring or other (v)

similar arrangement whilst solvent (including, without limitation, any fusion-absorption or any apporl partiel d'actüs under French law)) or an order is made by any competent authority or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer (otherwise than for the purposes of or pursuant to an amalgamation, reorganisation, merger, consolidation, or restructuring or other similar arrangement whilst solvent (including, without limitation, any fitsion-absorption or any apporr 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:

• ^a"Principal Subsidiary" means any company or othcr entity the accounts of which are consolidated with those of the Issuer and which, together with its own Subsidiaries, accounts for at least l5 per cent. of rhe ner consolidared annual sales of the Issuer as disclosed from time to time in the Issuer's latest consolidated annual financial statements. (D
• (ii) ^a"Subsidiary" means, in respect of any entity (the "First Entity") at any panicular time, any other enriry:
• (a) whose affairs and policies the First Entity controls or has the power to control, whether by owncrship of share capital, contract, the power to appoint or remove members of the governing body of such other cntity or otherwise; or
• whose financial statements are, in accordance with applicable law and generally accepted accounting principles or standards, consolidated with those ofthe First Entity. (b)

I0B. Repaynent Events - Subordinated Notes

This Condition l0B is applicable to Notes specified in the applicable Final Terms as being subordinated.

The Reprcsentative (as defined in Condition 13), upon request of any Holder of any Subordinated Note, may, upon written notice to rhe l\$suer and the Fiscal Âgent given bcfore all defaults shall have been cured, cause all the Notcs (but not some only) held by such Noteholder to becomc immediately due and payable at their principal amount, together with any accrued interest thereon (inctuding, where applicable, any accrued interest), as of the dare on which such notice for payment is received by the Issuer and ¡he Fiscal Agent without funher formality, if one or more of the events described as "Repayment Events" in the applicable Final Terms shall have occurred.

II. REPLACEMENTOFNOTES, RECEIPTS, COUPONSANDTALONS

If, in the case of any Materialised Notes, a Definitive Materialised Note, Receipt, Coupon or Talon is lost, stolen, murilared, defaced or desrroyed, ir may be replaced, subject to applicable laws, regulations and Regulated Market regularions, ar rhe specified offìce of thc Fiscal Agent or such other Paying Agent as may from time to time be designated by the Issuer for rhe purpose and notice of whose designation is given to Noteholders, 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, inrer alia, rhat if rhe allegcdly lost, stolen or destroyed Definitive Materialised Note, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to rhe Issuer on demand rhe amount payable by the Issuer in respect of such Definitive Materialised Notes, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Materialised Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12, NOTICES

(a) Notices to rhe holders of Dematerialised Notes in registered form (rza notninatiJ) shall be vatid if either, (i) they are mailed to them at their respective addresses, in which case they will be deemed to have been given on rhe founh weekday (being a day other than a Saturday or a Sunday) after the mailing, or (ii) at rhe option 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 Regulatcd 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 rhe Regulated Market(s) on which such Notes are admitted to trading is/are situated, which in rhe case of the Luxembourg Stock Exchange, is expected to be the Luenburger Wort.

• (b) Notices 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 admitted to trading on a Regulated Market, published (x) as long as such Notes arc lisred and admitted ro trading on the Luxembourg Stock Exchange, and the rules of such Stock Exchange so permit, on the websitc 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 Luxenburger Wort.
• (c) If any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with gcneral circulation in Europe.
• (d) Notices required to be given to the holders of Dematerialised Notes (whethcr in registercd or in bearer form) pursuant to these Conditions may be given by delivery of the relevant notice to Euroclear France, Euroclear, Clearstream, Luxembourg and any other clearing system úrough 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, that Regulated Market 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 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 arelis situated which, in the case of the Luxembourg Stock Exchange, is expected to be the Luemburger Won anJ, notices relating to the convocation and dccision(s) of the General Meetings pursuant to Condition 13 shall also be publishcd in a leading newspaper of general circulation in Europe.
• (e) Any notice published pursuant to this Condition 12 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 frrst publication as provided above.
• (f) Couponholders shall be deemed for all purposes to have notice of the contenls of any notice given to the holders of Materialised Notes in accordance with this Condition.

13. MEETINGS OF HOLDERS AND WAIVERS

(a) RepresentationofNoteholders

Except as otherwise provided by the relevant Final Terms, Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common inlerests in a massc (in each case, the "Masse").

The Masse will be governed by the provisions of the French Code de commerce with the exception of Anicles L.228-48, L.228-59, R.228-63, R.228-67 and R.228-69, subject to the following provisions:

(b) Legal Personality

'I'he Masse will be a separate legal entity and will act in part through a representative (he "Representative") and in pan through a general meeting ofthe Noteholders (the "General Meeting").

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

(c) Reprcentative

The office of Represenative may be confered on a person of any nationality who agrees to perform such fr.¡nction. However, the following persons may not be chosen as Representatives:

• (i) the Issuer, rhe members of its Board of Directors (Coweil d'admìnistralíon), or, as the case may be, the members of its Executive Board (Directoíre) and its Supervisory Board (Conseil de surveillance), and its general managers (dírecteurs générau), its statutory auditors, or its employees as well as their respective ascendants, descendants and spouse; or
• (ii) companies guaranteeing all or part of the obligations of the lssuer, their respective managers (gérants), generat managers (directeurs généraux), members of their Board of Directors, Executive Board (Directoire), or Supervisory Board (Conseil de surveillance), their statutory auditors, or employees as well as their respective ascendants, descendanls and spouse; or
• (ii| companies holding l0 per cent. or more of the share capiøl of the Issuer or companies having l0 per cent. or more oftheir share capital held by the Issuer; or
• (iv) persons to whom the 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 rhe initial Representative of the Masse and its alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the first 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 revocation of appointment of the Represenlative, such Representative will be replaced by another Representative. In the event of the death, retirement or revocation of appointment of the alternate Representative, an alternate Representative will be elected by the General Meeting.

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

(d) Powers of Repreentative

The Representative 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 rhe Noteholders or initiated by them, must þ brought by or against the Representative.

The Representative may not ¡nterfere in the management ofthe affairs ofthe 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-thirt¡eth of the principal amount of the Notes outstanding, 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 pet¡tion a competent court in Paris to appoint an agena (mandalaire) who will call the General Meeting'

Notice of the date, time, place and agenda of any General Meeting will be published as provided under Condition 12.

Each Noteholder has rhe right to panicipate in a General Meeting in person, by proxy correspondence, or, if the staturs of the Issuer so specify, videoconference or any other means of telecommunication allowing the identificarion of the partic¡pating Noteholders. Each Note carries the right to one vote or, in the case of Notes issued with more than one Specified Denomination, one vote in respect of each multiple of the lowest Specified Denomination comprised in the principal amount of the Specifìed Denomination of such Note.

(D Powers of the General Meelings

The General Meeting is empowered to deliberate on the dismissal and replacement of the Representative and the altemate Representative and also may act with respect to any other matter that relates to the common rights, actions and benefits which now or in the future may accrue with respect to the Notes, including author¡sing the Representative to act at law as plaintiff or defendant'

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

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

In accordance wirh Anicle R.228-71 of the French Code de commerce, the right of each Noteholder to partic¡pate in General Meetings will be evidenced by the entries in the books of the relevant Account Holder of the 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 relevant General Meeting.

Decisions of General Meetings must be published in accordance with the provisions set fonh in Condition t2.

(g) lnformation to Noteholders

Each Noteholder or Representative thereof will have the right, during the l5-day period preceding the holding of the General Meeting on first convocarion 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 the reports which will be presented at the General Meeting, all of which will be 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 place specifìed in the notice of the General Meeting.

(h) Expenses

The lssuer will pay all expenses relating to the operation of the Masse, including expenses relating to the calling and holding of General Meetings, expenses of the Representat¡ve of the Masse in the performance of its duties and, more generally, all administrative expenses resolved upon by the General Meeting, it being expressly st¡pulated that no expenses may be imputed against interest payable under the Notes.

(Ð Single Masse

The holders of Notes of the same Series, and the holders of Notes of any other Series which have been assimilated wi¡h the Notes of such first mentioned Series in accordance with Condition 15, shall, for the defence of their respective common inlerests, be grouped in a single Masse. The Representative appoinred in respect of the first Tranche of any Series of Notes will be the Representative of the single Masse of all such Series.

For the avoidance of doubt, in this Condition 13, the term "outstanding" shall not include those Notes that are held by the Issuer and not cancelled.

14. CURRENCY INDEMNITY

If any sum tlue from the Issuer in respect of the Notes, Coupons or Receipts or any order or judgment given or made in relation thereto has to be convencd from the currency (the "fìrst currcncy") in which the same is payable under these Terms and Conditions or such order or judgment into another currency (thc "second currency") for the purpose of (a) making or filing a claim or proof against the lssuer, (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 rhe wrirtcn demand of such Noteholder addressed to the Issuer and delivered to thc Issuer or to the Specified Office of the Fiscal Agent, against any loss suffercd as a result of any discrepancy between (i) the rate of exchange uscd for such purpose to conven the sum in qucstion from the first currency into the second currency and (ii) the rate or rates of exchange at which such Notcholder may in the ordinary course of business purchase thc first currency with the second currency upon receipt ofa sum paid to it in satisfaction, in whole or in part, ofany such order, judgment, claim or proof.

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

15. FURTHER ISSUES AND CONSOLIDATION

• (a) Further Issues: The Issuer shall be at libcrty from time to time without the conscnt of the llolders of Notcs, Receipts or Coupons to create and issuc further notes having terms and conditions the same as the Notes or the same in all respecrs save for the amount and date of the first payment of interest lhereon and so that the same shall be consolidated (assinilées) and form a single Series with the outstanding Notes.
• Consolidation: 'I'he Issuer may, with the prior approval (which shall not bc unreasonably withheld) of the Redenomination and Consolidarion ^gent, from time to lime on any Intercst Payment Date occurring on or afrer the Redenomination Date on giving not less than 30 days' prior notice to the Noteholders in accor{ance with Condition 15, without the consent of the llolders of Notes, Coupons or Receipts, consolidate the Notes of one Series with the Notes of one or more other Series issue<l by it, whether or not originatly issued in one of the European national currencies or in Euro, provided such other Notes have been redenominated in Euro (if not originally denominatcd in [ìuro) and which olherwise have, in respect ofall periods subsequent ro such consolidation, the same terms and conditions as the Notes. (b)

16. REDENOMINATION, RENOMINALISATIONANDRBCONVENTIONING

• (a) Applicarion: This Condition 16 is applicable to the Notes only if it is specified in the relevant Final 'I'erms as being applicable.
• Norice of rcdenomination: If the country of the Specified Currency becomes or, announces its intention to become, a Participating Member State (as defincd below), the Issuer may, without the consent of the Holders of Norcs, Coupons or Receipts, on giving at least 30 days' prior notice to such Holclers and the Paying Agenrs, designate a dare (rhe "Redenomination Date'), being an Intercst Payment Date under the Notes falling on or after the date on which such country becomes a Participating Member State. (b)
• (c) Redenomination and Renominalisation: Notwithstanding the other provisions of these Conditions, with effect from the Redenomination Date:

the Notes shall be deemed to be redenominated into euro in the denomination of euro 0.01 with a principal amount for each Nore equal to the principal amount of that Note in the Specified Currency, convened 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 the Issuer determines, with the agreemenr of the Fiscal Agent then market practice in respect of the redenomination into euro 0.01 of intemationally offered securities is different from that specified above, such provisions shall be deemed to be amended 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;

• (D 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, Receipts and Coupons denominated in euro are available for exchange Qtrovíded tåøt such Notes, Receipts and Coupons are available) and no payments will be made in respect thereof;
• (B) rhe payment obligations contained in all Notes denominated in the Specified Currency will become void on rhe 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 Nores, Receipts and Coupons denominated in euro will be issued in exchange for Notes, Receiprs 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
• (iÐ 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 sub'division 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 transferred) maintained by the payee with, a bank in the principal financial centre of any Member State of the European Union.
• (d) Inrerest and Reconventioning: Following redenomination 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 presentd (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 rhe 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 specifted 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 iVare to be determined, with effect from the Redenomination Date the Interest Determination Date shall be deemed to be the second TARGET Settlement Day before the first day of the relevant lnterest Period.

For the purposes ofthis Condition 16,

"Participating 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

'TARGET Settlen¡eut Dayn ureans any day on which TARGET2 is open for the settlcmcnt of paymcnts in curo.

17. GOVERNINGI,ATVAI{DJI'RISDICIION

• (Ð Govemíng law; Tlrc Notes (and wlrere applicable, thc Rßoe¡pts, the Coupons and the Talons) arc governed by, a¡rd shell be comtruod in acco¡dance with, Frcnch law.
• (¡¡) tradsd¡ctlon2 Any claim against the Issuer Ín connectbn with any Noû€s, Rcooipts, Co¡pons or Talons will be submittod to the oxclusive iu'isdiction of tlß competont cot¡rts in Paris.