THIRD SUPPLEMENT TO THE BASE PROSPECTUS DATED 10 NOVEMBER 2022

RCI Banque S.A.
OPERATING UNDER THE COMMERCIAL BRAND




(incorporated in France as a "société anonyme")

€23,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME



This third supplement (the "Supplement") to the base prospectus dated 10 November 2022 which received
approval n°22-441 on 10 November 2022 from the Autorité des marchés financiers (the "AMF"), as supplemented
by the first supplement to the Base Prospectus dated 15 December 2022 which received the approval n°22-485 on
15 December 2022 from the AMF and the second supplement to the Base Prospectus dated 22 March 2023 which
received the approval n°23-082 on 22 March 2023 from the AMF (together the "Base Prospectus"), is prepared
in connection with the €23,000,000,000 Euro Medium Term Note Programme (the "Programme") of RCI Banque
(the "Issuer"). The Base Prospectus as supplemented constitutes a base prospectus for the purposes of Article 8
of Regulation (EU) 2017/1129 of the European Parliament and of the European Council of 14 June 2017 (the
"Prospectus Regulation"). This Supplement has been prepared in accordance with Article 23 of the Prospectus
Regulation. Application has been made for approval of this Supplement to the AMF in its capacity as competent
authority under the Prospectus Regulation.

This Supplement has been produced for the purposes of (i) incorporating by reference the Issuer's English version
of the annual report for the year ended 31 December 2022 and (ii) updating the "Recent Developments" sub-
section in the "Description of RCI Banque and the RCI Banque Group" section of the Base Prospectus.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or
inaccuracy relating to information included in the Base Prospectus which is material in the context of the
Programme since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a)
any statements in this Supplement and (b) any other statement in the Base Prospectus, the statements in this
Supplement will prevail.

Terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. This
Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge
of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this
Supplement is in accordance with the facts and does not omit anything likely to affect the import of such
information.

The Supplement will be published on the websites of (i) the AMF (www.amf-france.org) and (ii) the Issuer
(www.mobilize-fs.com/en/finance/debt-prospectus-and-programmes) and copies may be obtained at the
registered offices of the Paying Agents.




10259018625-v9 36-41054827
To the extent applicable and in accordance with Article 23.2 of the Prospectus Regulation, investors who
have already agreed to purchase or subscribe for Notes to be issued under the Programme before this
Supplement is published, have the right, exercisable within two working days after the publication of this
Supplement, to withdraw their acceptances, provided that the significant new factor, material mistake or
material inaccuracy referred to in this Supplement arose or was noted before the closing of the offer period
or the delivery of the Notes, whichever occurs first. That offer period may be extended by the Issuer. This
right to withdrawal shall expire by close of business on 29 May 2023. Investors may contact the Authorised
Offerors should they wish to exercise the right to withdrawal.

The date of this Supplement is 25 May 2023.




10259018625-v9 36-41054827
CONTENTS OF SUPPLEMENT

Section of Supplement Page



DOCUMENTS INCORPORATED BY REFERENCE ................................................... 2

DESCRIPTION OF RCI BANQUE AND THE RCI BANQUE GROUP ....................... 5

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS
SUPPLEMENT................................................................................................................. 7




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DOCUMENTS INCORPORATED BY REFERENCE

The Issuer's English version of the annual report for the year ended 31 December 2022 (https://www.mobilize-
fs.com/sites/default/files/media/pdf/RCI%20Banque_Rapport%20Annuel%202022_VEN.pdf) (the "Annual Report
2022") shall be incorporated in, and form part of, the Base Prospectus and reference to it shall be added as a new bullet
point on page 35 of the Base Prospectus.

The following table shall replace the existing table starting on page 37 of the Base Prospectus. Each page reference
refers to the corresponding page in the Annual Report 2022.

Page(s)
(Unless stated
Commission Delegated Regulation Document incorporated otherwise, the page
Rule numbers listed below
2019/980 – Part of Annex 6 by reference
are those included at the
bottom of each page in
the relevant document)
4. INFORMATION ABOUT THE ISSUER
4.1. History and development of the Issuer
4.1.1. The legal and commercial name of the Issuer
The place of registration of the Issuer, its
4.1.2. registration number and legal entity identifier
('LEI')
The date of incorporation and the length of
4.1.3. life of the Issuer, except where the period is
indefinite
4.1.4. The domicile and legal form of the Issuer, the
Annual Report 2022 270; 274
legislation under which the Issuer operates,
its country of incorporation, the address,
telephone number of its registered office (or
principal place of business if different from
its registered office) and website of the
Issuer, if any, with a disclaimer that the
information on the website does not form part
of the prospectus unless that information is
incorporated by reference in the prospectus
4.1.7 Information on the material changes in the Annual Report 2022 222; 236-238
Issuer's borrowing and funding structure
since the last financial year
Description of the expected financing of the Annual Report 2022 13-15
4.1.8
Issuer's activities
5. BUSINESS OVERVIEW
5.1 Principal activities
5.1.1 A brief description of the Issuer's principal Annual Report 2022 5-6; 8-11; 17-173; 261-
activities, including: 262; 270
(a) the main categories of products sold
and/or services performed;
(b) an indication of any significant new
products or activities;
(c) the principal markets in which the Issuer
competes.


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The basis for any statements made by the Annual Report 2022 5-11
5.2 Issuer regarding its competitive position
6. ORGANISATIONAL STRUCTURE
If the Issuer is part of a group, a brief Annual Report 2022 2-31; 272-273
description of the group and the Issuer's
position within the group. This may be in the
6.1.
form of, or accompanied by, a diagram of the
organisational structure if this helps to clarify
the structure
If the Issuer is dependent upon other entities Annual Report 2022 272-273
within the group, this must be clearly stated
6.2.
together with an explanation of this
dependence
9. ADMINISTRATIVE, MANAGEMENT,
AND SUPERVISORY BODIES
9.1. Names, business addresses and functions Annual Report 2022 177-182
within the Issuer of the following persons and
an indication of the principal activities
performed by them outside of that Issuer
where these are significant with respect to
that Issuer:
(a) members of the administrative,
management or supervisory bodies;
(b) partners with unlimited liability, in the
case of a limited partnership with a share
capital.
10. MAJOR SHAREHOLDERS
10.1. To the extent known to the Issuer, state Annual Report 2022 272
whether the Issuer is directly or indirectly
owned or controlled and by whom, and
describe the nature of such control, and
describe the measures in place to ensure that
such control is not abused
11. FINANCIAL INFORMATION
CONCERNING THE ISSUER'S ASSETS
AND LIABILITIES, FINANCIAL
POSITION AND PROFITS AND LOSSES
11.1. Historical Financial Information

11.1.1 Audited historical financial information Annual Report 2021 157-231
covering the latest two financial years (or
such shorter period as the Issuer has been in Annual Report 2022 193-267
operation), and the audit report in respect of
each year


11.1.3 Accounting Standards Annual Report 2021 172-185

The financial information must be prepared Annual Report 2022 207-220

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For these page numbers 2 and 3 only, please refer to the page numbers included in the relevant PDF reader (not those included on the Annual
Report 2022).


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according to International Financial
Reporting Standards as endorsed in the
Union based on Regulation (EC) No
1606/2002.

11.1.6 Consolidated financial statements Annual Report 2021 157-231
If the Issuer prepares both stand-alone and
consolidated financial statements, include at Annual Report 2022 193-267
least the consolidated financial statements in
the registration document.
11.1.7 Age of financial information Annual Report 2021 162
The balance sheet date of the last year of
audited financial information statements may Annual Report 2022 198
not be older than 18 months from the date of
the registration document.
11.3 Auditing of historical annual financial
information
11.3.1 The historical annual financial information Annual Report 2021 158-161
must be independently audited. The audit
report shall be prepared in accordance with Annual Report 2022 194-197
Directive 2006/43/EC and Regulation (EU)
No 537/2014.
Where Directive 2006/43/EC and Regulation
(EU) No 537/2014 do not apply, the historical
financial information must be audited or
reported on as to whether or not, for the
purposes of the registration document, it
gives a true and fair view in accordance with
auditing standards applicable in a Member
State or an equivalent standard.
12 ADDITIONAL INFORMATION

12.1 Share capital Annual Report 2022 272-273
The amount of the issued capital, the number
and classes of the shares of which it is
composed with details of their principal
characteristics, the part of the issued capital
still to be paid up with an indication of the
number, or total nominal value and the type
of the shares not yet fully paid up, broken
down where applicable according to the
extent to which they have been paid up.
12.2 Memorandum and Articles of Association Annual Report 2022 270
The register and the entry number therein, if
applicable, and a description of the issuer's
objects and purposes and where they can be
found in the memorandum and articles of
association.




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DESCRIPTION OF RCI BANQUE AND THE RCI BANQUE GROUP

The following paragraphs in the "Description of RCI Banque and the RCI Banque Group " section on pages 91-92 of
the Base Prospectus shall be deleted in their entirety and replaced with the following:

"A full description of the Issuer and its consolidated subsidiaries (the "RCI Banque group") is set out in the Issuer's
Annual Report 2022 incorporated by reference in this Base Prospectus (see "Documents Incorporated by Reference").
Below is a list setting out certain specific items of information or stating where they may be found.

General information

See the Annual Report 2022, page 270 for the Issuer's legal name, place of registration, registration number, date of
incorporation, length of life of the Issuer, domicile, legal form, governing law and country of incorporation.

Principal activities and markets

See the Annual Report 2022, pages 5-6, 8-11, 17-173, 261-262 and 270, for information on the RCI Banque group's
principal activities, including main products and services, and its principal markets.

See the Annual Report 2022, pages 5-6 and 8-11, for a brief review of 2022.

Organisational structure

The Issuer is the French holding company of the RCI Banque group. The Issuer is, directly or indirectly, the ultimate
holding company of all the companies in the RCI Banque group and its assets are substantially comprised of shares in
such companies. It does not conduct any other business and is accordingly dependent on the other members of the RCI
Banque group and revenues received from them.

See the Annual Report 2022, pages 2-3, 272-273, for a brief description of the RCI Banque group and the Issuer's
position within the RCI Banque group.

Management

See the Annual Report 2022, pages 177-182, for the names, functions and relevant external activities of members of
the Issuer's Board of Directors. Gianluca De Ficchy has been appointed as Chairman of the Board of Directors of the
Issuer as of 1 February 2023. Their business address is at the registered office of the Issuer.

As at the date of this Supplement, Gianluca De Ficchy does not hold any mandate in any companies outside of the
Issuer.

There are no potential conflicts of interest between the duties to the Issuer of the members of its Board of Directors
and their private interests or other duties.

Shareholders

See the Annual Report 2022, pages 272-273, for information on ownership and control of the Issuer. The major
shareholder in the Issuer is bound, in its relations with the Issuer, by French law provisions relating to the Issuer's
status as a credit institution (réglementation bancaire).

Financial information

See the Annual Report 2022, pages 193-267 (including the accounting policies and explanatory notes thereto at pages
202-267) and the Annual Report 2021, pages 157-231 (including the accounting policies and explanatory notes thereto



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at pages 166-231), for, respectively, the RCI Banque group's consolidated financial statements for the year ended 31
December 2022 and the year ended 31 December 2021.

See the Annual Report 2022, page 201 and the Annual Report 2021, page 165, for, respectively, the RCI Banque
group's consolidated cash flow statement for the year ended 31 December 2022 and the year ended 31 December 2021.

Indebtedness

See the Annual Report 2022, pages 13-15 and 198 (as well as the accounting policies and explanatory notes thereto at
pages 202-267) and the Annual Report 2021, pages 13-15 and 162 (as well as the accounting policies and explanatory
notes thereto at pages 166-231), for the RCI Banque group's financial policy and consolidated balance sheet for,
respectively, the year ended 31 December 2022 and the year ended 31 December 2021.

Consistent with RCI Banque activity and regulation applicable to the banking business in France, new loans granted
during the period are partially or fully financed through an increase of debt. Increase in new loans are closely linked
to the general economic situation in the car industry and the sales performance of the Renault and Nissan Alliance.
Depending on these factors, a variation of 10 per cent. of debt (increase or decrease) over a six-month period is not
considered unusual given RCI Banque's activities. Debt increases are usually performed through:

(i) public issues under existing EMTN programme, which are all publicly disclosed,

(ii) bank loans, ABS transactions and private debt issuances, all of which are not publicly disclosed,

(iii) as well as amounts payable to customers, including customer savings and term deposits accounts collected
through the deposit taking activities."



The following text shall be added in the sub-section "Recent Developments" in the "Description of RCI Banque and
the RCI Banque Group" section on page 96 of the Base Prospectus:

"15. Extract of the press release dated 27 March 2023

RCI BANQUE: ISSUANCE OF EUR 750 MILLION FIXED RATE NOTES MATURING IN APRIL 2027

RCI Banque announces the issuance of a € 750 m 4-year bond bearing a 4.50% coupon.
The deal attracted more than € 1.1 billion final order book coming from 90 subscribers.

16. Press release dated 19 April 2023

RCI BANQUE: ISSUANCE OF A 5 YEAR FIXED RATE BOND FOR CHF 180 MILLION

RCI Banque announces the issuance of a CHF 180 M bond with a 5 year maturity and a 3.5% coupon.

The success of this transaction demonstrates investors’ interest in RCI Banque’s name and the company’s ability to
diversify its funding sources."




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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS SUPPLEMENT

Declaration by persons responsible for this Supplement

To the best of the knowledge of the Issuer, the information contained in this Supplement is in accordance
with the facts and does not omit anything likely to affect the import of such information.

RCI Banque
15 rue d'Uzès
75002 Paris
France


Duly represented by Jean-Marc Saugier, Vice President, Finance and Group Treasury & Deputy Chief Executive
Officer of RCI Banque




Signed in Paris

Dated 25 May 2023




This Supplement to the Base Prospectus has been approved on 25 May 2023 by the AMF, in its capacity as
competent authority under Regulation (EU) 2017/1129.

The AMF has approved this Supplement after having verified that the information contained in the Base Prospectus
is complete, coherent and comprehensible within the meaning of Regulation (EU) 2017/1129.

This approval is not a favourable opinion on the Issuer described in this Supplement.

This Supplement to the Base Prospectus obtained the following approval number: 23-182.




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