Base Prospectus dated 10 June 2025




CAISSE FRANÇAISE DE FINANCEMENT LOCAL
(société de crédit foncier duly licensed as a French specialised credit institution)
€75,000,000,000 Euro Medium Term Note Programme
for the issue of Obligations Foncières
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Caisse Française de Financement Local (the "Issuer",
"Caisse Française de Financement Local" or "Caffil"), subject to compliance by the Issuer with all relevant laws, regulations and directives applicable to the Issuer and the Obligations
Foncières, may from time to time issue obligations foncières (the "Obligations Foncières") benefiting from the statutory priority right of payment (privilège) created by Article L.513-
11 of the French Code monétaire et financier, as more fully described herein. The aggregate nominal amount of Obligations Foncières outstanding will not at any time exceed
€75,000,000,000 (or the equivalent in other currencies at the date of determination of the financial conditions of the issue of any Obligations Foncières).
This document constitutes a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus
to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation").
This Base Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority under the Prospectus Regulation. The AMF
only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be
considered as an endorsement of either the Issuer or the quality of the Obligations Foncières that are the subject of this Base Prospectus and investors should make their own assessment
as to the suitability of investing in the Obligations Foncières.
Application may be made for Obligations Foncières issued under the Programme during a period of twelve (12) months after the date of the approval granted by the AMF on the Base
Prospectus to be admitted to trading on Euronext Paris and/or any other Regulated Market (as defined below) and/or to be offered to the public pursuant to a non-exempt offer in accordance
with the Prospectus Regulation in any member state (the "Member State(s)") of the European Economic Area (the "EEA"). Euronext Paris is a regulated market for the purposes of
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"), appearing on the list of regulated
markets published by the European Securities and Markets Authority ("ESMA") on its website (each, a "Regulated Market"). The Obligations Foncières may also be admitted to trading
on any other stock exchange or may not be admitted to trading on any market. The relevant final terms (the "Final Terms") (forms of which are contained herein) in respect of the issue
of any Obligations Foncières will specify whether or not such Obligations Foncières will be admitted to trading and/or offered to the public pursuant to a non-exempt offer in a Member
State of the EEA and, if so, the relevant market and/or jurisdiction.
This Base Prospectus shall be valid for the admission to trading of Obligations Foncières on a Regulated Market and/or the offer to the public of Obligations Foncières pursuant
to a non-exempt offer in accordance with the Prospectus Regulation until 10 June 2026, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus
Regulation, following the occurrence of a significant new factor, material mistake or material inaccuracy relating to the information contained (or incorporated by reference)
in this Base Prospectus which may affect the assessment of an investment in the Obligations Foncières. The obligation to supplement this Base Prospectus in the event of a
significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The Obligations Foncières may be issued either in dematerialised form ("Dematerialised Obligations Foncières") or in materialised form ("Materialised Obligations Foncières") as
more fully described herein. Dematerialised Obligations Foncières will at all times be in book entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French
Code monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Obligations Foncières.
It is expected that the Obligations Foncières issued under the Programme will be rated Aaa by Moody's France SAS ("Moody's") and/or AAA by DBRS Ratings GmbH or any entity that
is part of DBRS and any successor to the relevant rating activity ("DBRS") and by their respective successors and/or any other rating agency. The rating (if any) will be specified in the
relevant Final Terms. As of the date of this Base Prospectus, each of Moody's and/or DBRS is established in the European Union, is registered under Regulation (EC) No. 1060/2009 of
the European Parliament and of the Council of 16 September 2009 on credit ratings agencies, as amended (the "CRA Regulation") and is appearing on the list of credit rating agencies
registered in accordance with the CRA Regulation published by ESMA on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation). A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time without notice by the assigning rating agency.
The final terms of the relevant Obligations Foncières will be determined at the time of the offering of each Tranche based on then prevailing market conditions and will be set out in the
relevant Final Terms.
The Obligations Foncières to be issued under the Programme will benefit from the "European Covered Bond (Premium)" label created by Ordinance (ordonnance) No. 2021-
858 dated 30 June 2021 transposing Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and covered
bond public supervision. The authorization to use this label has been granted by the French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de
résolution) to Caisse Française de Financement Local on 6 September 2022. However, no representation is made that any Obligations Foncières to be issued under the
Programme will actually be and remain allowed to use the "European Covered Bond (Premium)" label until their maturity.
Since 1 January 2013, Caisse Française de Financement Local benefits for all its obligations foncières from the Covered Bond Label granted by the European Covered Bond Council
(ECBC).
This Base Prospectus, any supplement thereto (if any) and the Final Terms related to the Obligations Foncières admitted to trading on any Regulated Market and/or offered to the public
pursuant to a non-exempt offer in a Member State of the EEA in accordance with the Prospectus Regulation will be published on the website of the AMF (www.amf-france.org).
The documents referred to in the preceding paragraph and any document containing information (including any future financial information) incorporated by reference will also be
published on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/), in accordance with applicable laws and regulations.
Prospective investors should have regard to the factors described under section entitled "Risk Factors" of this Base Prospectus before deciding to invest in the Obligations Foncières
issued under the Programme.
Arranger
Barclays

Permanent Dealers
Barclays BNP PARIBAS
Citigroup Commerzbank
Crédit Agricole CIB Deutsche Bank
Goldman Sachs Bank Europe SE HSBC
J.P. Morgan La Banque Postale
Landesbank Baden-Württemberg Morgan Stanley
Natixis NatWest
Nomura Société Générale Corporate & Investment Banking
UniCredit
This Base Prospectus (together with any supplement to this Base Prospectus that may be published from time to
time (each a "Supplement" and together the "Supplements")) constitutes a base prospectus for the purposes of
Article 8 of the Prospectus Regulation in respect of, and for the purpose of giving information with regard to, the
Issuer and the Obligations Foncières, which contains the necessary information which is material to investors for
making an informed assessment of the assets and liabilities, profit and losses, financial position and prospects of
the Issuer, the rights attaching to the Obligations Foncières, the reasons for the issuance and its impact on the
Issuer and may only be used for the purposes for which it has been published.
This Base Prospectus should be read and construed in conjunction with (i) any Supplement, (ii) any information
which is incorporated by reference herein and in any such Supplement (see section entitled "Information
Incorporated by Reference" of this Base Prospectus) and (iii) in relation to any Series (as defined herein) of
Obligations Foncières, the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those contained
or incorporated by reference in this Base Prospectus in connection with the issue or sale of the Obligations
Foncières and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or the Arranger or any of the Dealers (as defined herein). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently amended or supplemented or that there has been no adverse change in the
financial position of the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
The distribution of this Base Prospectus (and any Supplement, Final Terms and offering material) and the offering
or sale of the Obligations Foncières in certain jurisdictions may be restricted by law. Persons into whose possession
this Base Prospectus comes are required by the Issuer, the Arranger and the Dealers to inform themselves about
and to observe any such restriction. For a description of certain restrictions on offers and sales of Obligations
Foncières and on distribution of this Base Prospectus (see section entitled "Subscription and Sale" of this Base
Prospectus).
NOTICE
Each prospective investor in Obligations Foncières must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Obligations
Foncières is fully consistent with its financial needs, objectives and conditions, complies and is fully consistent with
all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Obligations Foncières.
A prospective investor may not rely on the Issuer, the Arranger or the Dealers or any of their respective affiliates
in connection with its determination as to the legality of its acquisition of the Obligations Foncières or as to the
other matters referred to above.
Neither the Issuer, the Arranger or the Dealers nor any of their respective affiliates has or assumes responsibility
for the lawfulness of the subscription or acquisition of the Obligations Foncières by a prospective investor in the
Obligations Foncières, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which
it operates (if different) or for compliance by that prospective investor with any law, regulation or regulatory policy
applicable to it.
OBLIGATIONS FONCIÈRES ISSUED UNDER THE PROGRAMME MAY NOT BE A SUITABLE
INVESTMENT FOR ALL INVESTORS
Each potential investor in the Obligations Foncières must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i) have (or be advised by financial institutions or other professional investors who have) sufficient knowledge
and experience to make a meaningful evaluation of the relevant Obligations Foncières, the merits and risks
of investing in the relevant Obligations Foncières and the information contained (or incorporated by
reference) in this Base Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Obligations Foncières and the impact such investment will
have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Obligations
Foncières, including Obligations Foncières with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential investor's currency;


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(iv) understand thoroughly the terms of the relevant Obligations Foncières and be familiar with the behaviour
of any relevant indices and financial markets;
(v) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and
(vi) consult its own advisers as to legal, tax and related aspects of an investment in the Obligations Foncières (in
particular to determine whether and to what extent (i) Obligations Foncières are legal investments for it, (ii)
Obligations Foncières can be used as collateral for various types of borrowing and (iii) other restrictions
apply to its purchase of any Obligations Foncières).
Some Obligations Foncières are complex financial instruments and such instruments may be purchased as a way
to reduce risk or enhance yield with an understood, measured, and appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Obligations Foncières which are complex financial instruments
unless it has the expertise (either alone or with the assistance of a financial advisor) to evaluate how the Obligations
Foncières will perform under changing conditions, the resulting effects on the value of such Obligations Foncières
and the impact this investment will have on the overall investment portfolio of the potential investor.
The Materialised Obligations Foncières are subject to U.S. tax law requirements and may not be offered, sold or
delivered within the United States of America or its possessions or to a U.S. person, except in certain transactions
permitted by U.S. tax regulations.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Arranger
or the Dealers to subscribe for, or purchase, any Obligations Foncières.
The Arranger and the Dealers have not separately verified the information contained or incorporated by reference
in this Base Prospectus. None of the Arranger or the Dealers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements nor any other information
incorporated by reference are intended to provide the basis of any credit or other evaluation and should be
considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other financial statements or any other information incorporated by reference should purchase
the Obligations Foncières. Each potential purchaser of Obligations Foncières should determine for itself the
relevance of the information contained or incorporated by reference in this Base Prospectus and its purchase of
Obligations Foncières should be based upon such investigation as it deems necessary. None of the Arranger or the
Dealers undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Base Prospectus nor to advise any investor or potential investor in the Obligations Foncières
of any information coming to the attention of any of the Arranger or the Dealers.
One or more independent credit rating agencies may assign credit ratings to the Obligations Foncières. A rating
assigned to the Obligations Foncières is based on the Issuer's financial situation but takes into account other
relevant structural features of the transaction, including, inter alia, the terms of the Obligations Foncières, and
reflects only the views of the rating agency. The ratings may not reflect the potential impact of all risks related to
structure, market and other factors that may affect the value of the Obligations Foncières. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal by the
rating agency at any time without notice.
IMPORTANT NOTICE RELATING TO INFLATION LINKED OBLIGATIONS FONCIÈRES
Obligations Foncières linked to an inflation index which will be one of (i) the consumer price index (excluding
tobacco) for all households in France or the relevant substitute index, as calculated and published monthly by the
Institut National de la Statistique et des Etudes Economiques (the "INSEE") or (ii) the harmonised index of consumer
prices (excluding tobacco) or the relevant substitute index measuring the rate of inflation in the European
Monetary Union, as calculated and published monthly by Eurostat (each, an "Inflation Index" and together, the
"Inflation Indices") (the "Inflation Linked Obligations Foncières") are not in any way sponsored, endorsed, sold or
promoted by the INSEE or Eurostat, as the case may be, and the INSEE or Eurostat makes no warranty or
representation whatsoever, express or implied, either as to the results to be obtained from the use of any of the
Inflation Indices and/or the figure at which each such indices stands at any particular time. The Inflation Indices
are determined, composed and calculated by the INSEE or Eurostat, as the case may be, without regard to the
Issuer or the Obligations Foncières. The INSEE or Eurostat, as the case may be, is not responsible for, or has not
participated in, the determination of the timing, prices or quantities of the Inflation Linked Obligations Foncières
to be issued or in the determination or calculation of the interest payable under such Obligations Foncières.
None of the Issuer, the Arranger, the Dealers or any of their respective affiliates makes any representation as to
the Inflation Indices. Any of such persons may have acquired, or during the term of the Obligations Foncières may
acquire, non-public information with respect to any of the Inflation Indices that is or may be material in the context
of Inflation Linked Obligations Foncières. The issue of Inflation Linked Obligations Foncières will not create any
obligation on the part of any such persons to disclose to the holders of Obligations Foncières or any other party
such information (whether or not confidential).
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Neither the current nor the historical levels of any of the Inflation Indices should be taken as an indication of future
performance of such index during the term of any Inflation Linked Obligations Foncières.
IMPORTANT NOTICE RELATING TO GREEN OBLIGATIONS FONCIÈRES, SOCIAL OBLIGATIONS
FONCIÈRES OR SUSTAINABILITY OBLIGATIONS FONCIÈRES
Prospective investors should have regard to the information set out in the relevant Final Terms regarding the use
of proceeds and must determine for themselves the relevance of such information for the purpose of any investment
in green Obligations Foncières (the "Green Obligations Foncières"), social Obligations Foncières (the "Social
Obligations Foncières") or sustainability Obligations Foncières (the "Sustainability Obligations Foncières"), as the
case may be, together with any other investigation such investor deems necessary. In particular, no assurance is
given by the Arranger or the Dealers that the use of proceeds for any loan will satisfy, whether in whole or in part,
any present or future investor expectations or requirements as regards any investment criteria or guidelines with
which such investor or its investments are required to comply, whether by any present or future applicable law or
regulations or by the Issuer's own by-laws or other governing rules or investment portfolio mandates, in particular
with regard to any direct or indirect environmental or social impact of any loan or uses related to any loan.
Furthermore, it should be noted that there is currently no clear definition (legal, regulatory or otherwise) of, nor
market consensus as to what constitutes a "social", a "sustainability" or an equivalently-labelled asset. A definition
of a "green" project or benefiting from a similar label has been established by the Taxonomy Regulation (as defined
in section entitled "Risk Factors" of this Base Prospectus) which defines the criteria to determine whether an
economic activity can be considered environmentally sustainable. As at the date of this Base Prospectus, Eligible
Green Loans defined in the Sfil Group Green, Social and Sustainability Bond Framework (as defined in section
entitled "Risk Factors" of this Base Prospectus) do not necessarily comply with the criteria of the Taxonomy
Regulation. In addition, the requirements of any such label may evolve from time to time, accordingly, no assurance
is or can be given by the Arranger or any Dealer to investors that any loan or use(s) the subject of, or related to,
any loan will meet any or all investor expectations regarding such "green", "social", "sustainability" or other
equivalently-labelled performance objectives.
No assurance or representation is given by the Arranger or any Dealer as to the content, suitability or reliability
for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the
Issuer) which may be made available in connection with the issue of any Green Obligations Foncières, Social
Obligations Foncières or Sustainability Obligations Foncières, as the case may be, and in particular with any loan,
to fulfil any environmental, social and/or other criteria. Currently, the providers of such opinions and certifications
are not subject to any specific regulatory or other regime or oversight. Any such opinion or certification is not, nor
should be deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold any such Green
Obligations Foncières, such Social Obligations Foncières or such Sustainability Obligations Foncières, as the case
may be. For the avoidance of doubt, neither the second party opinions, nor any such other opinion or certification
is, or shall be deemed to be, incorporated in and/or form part of this Base Prospectus.
Neither the Arranger nor any Dealer makes any representation as to the suitability of the Green Obligations
Foncières, the Social Obligations Foncières or the Sustainability Obligations Foncières to fulfil environmental or
social criteria required by prospective investors. The Arranger and the Dealers have not undertaken, nor are
responsible for, any assessment of the eligibility criteria, any verification of whether the Green Obligations
Foncières, the Social Obligations Foncières or the Sustainability Obligations Foncières, as the case may be, meet
the eligibility criteria, the monitoring of the use of proceeds or the allocation by the Issuer of the proceeds (or
amounts equal or equivalent thereto) of the Green Obligations Foncières, the Social Obligations Foncières or the
Sustainability Obligations Foncières.
For the avoidance of doubt, it is however specified that payments of principal and/or interest (as the case may be)
on the Green Obligations Foncières, the Social Obligations Foncières or the Sustainability Obligations Foncières,
as the case may be, shall not depend on the performance of the relevant loan.
PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – In respect of (i) any
Obligations Foncières with a denomination of less than €100,000 for which the Final Terms specify the "Prohibition
of sales to EEA retail investors" as "Applicable" and (ii) any Obligations Foncières with a denomination of at least
€100,000, the Obligations Foncières are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID
II; or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council
of 20 January 2016 on insurance distribution, as amended (the "Insurance Distribution Directive") where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or, as
applicable, (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and insurance-based investment products (as
amended, the "PRIIPs Regulation") for offering or selling the Obligations Foncières or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Obligations

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Foncières or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
UK PRIIPS REGULATION – PROHIBITION OF SALES TO UK RETAIL INVESTORS – In respect of (i) any
Obligations Foncières with a denomination of less than €100,000 for which the Final Terms specify the "Prohibition
of sales to UK retail investors" as "Applicable" and (ii) any Obligations Foncières with a denomination of at least
€100,000, the Obligations Foncières are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Commission Delegated Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, as it forms part
of UK domestic law by virtue of the EUWA; or, as applicable, (iii) not a qualified investor as defined in Article 2 of
the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key
information document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Obligations Foncières or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Obligations Foncières
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
MiFID II product governance / target market – The Final Terms in respect of any Obligations Foncières may
include a legend entitled "MiFID II product governance" which will outline the target market assessment in
respect of the Obligations Foncières, taking into account the five (5) categories referred to in item 19 of the
Guidelines published by the European Securities and Markets Authority ("ESMA") on 3 August 2023 and which
channels for distribution of the Obligations Foncières are appropriate. Any person subsequently offering, selling
or recommending the Obligations Foncières (a "distributor" as defined in MiFID II) should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Obligations Foncières (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance
rules under Commission Delegated Directive (EU) 2017/593 of 7 April 2016, as amended (the "MiFID II Product
Governance Rules"), any Dealer subscribing for any Obligations Foncières is a manufacturer as defined in MiFID
II in respect of such Obligations Foncières, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules. For the
avoidance of doubt, the Issuer is not a MiFID II regulated entity and does not qualify as a distributor or a
manufacturer under the MiFID II Product Governance Rules.
UK MiFIR product governance / target market – The Final Terms in respect of any Obligations Foncières may
include a legend entitled "UK MiFIR product governance" which will outline the target market assessment in
respect of the Obligations Foncières and which channels for distribution of the Obligations Foncières are
appropriate. Any person subsequently offering, selling or recommending the Obligations Foncières (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Obligations Foncières (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Obligations Foncières is a manufacturer in respect of such
Obligations Foncières, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the UK MiFIR Product Governance Rules. For the avoidance of doubt, the
Issuer is not a UK MiFIR regulated entity and does not qualify as a distributor or a manufacturer under the UK
MiFIR Product Governance Rules.
SINGAPORE SFA PRODUCT CLASSIFICATION – In connection with Section 309B(1)(c) of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise
specified before an offer of Obligations Foncières, the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Obligations Foncières are "capital markets products
other than prescribed capital markets products" (as defined in the CMP Regulations 2018) and Specified
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).


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TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ...................................................................................................... 7

RISK FACTORS............................................................................................................................................................... 15

INFORMATION INCORPORATED BY REFERENCE ................................................................................................. 41

CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS ............................ 47

SUPPLEMENT TO THE BASE PROSPECTUS ............................................................................................................. 49

TERMS AND CONDITIONS OF THE OBLIGATIONS FONCIÈRES .......................................................................... 50

TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED OBLIGATIONS
FONCIÈRES .................................................................................................................................................................. 100

USE OF PROCEEDS ..................................................................................................................................................... 101

DESCRIPTION OF CAISSE FRANÇAISE DE FINANCEMENT LOCAL ................................................................. 102

THE LEGAL REGIME APPLICABLE TO CAFFIL ..................................................................................................... 108

BUSINESS OVERVIEW ............................................................................................................................................... 113

ORGANISATIONAL STRUCTURE ............................................................................................................................. 118

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES .................................................................... 122

MAJOR SHAREHOLDERS .......................................................................................................................................... 124

MATERIAL CONTRACTS............................................................................................................................................ 125

RECENT DEVELOPMENTS ........................................................................................................................................ 127

SUBSCRIPTION AND SALE........................................................................................................................................ 128

FORM OF FINAL TERMS 1 ......................................................................................................................................... 134

FORM OF FINAL TERMS 2 ......................................................................................................................................... 157

GENERAL INFORMATION ......................................................................................................................................... 188

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ................................ 192




6
GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken from, and is qualified
in its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Obligations Foncières, the relevant Final Terms. The Obligations Foncières will be issued on such terms as
shall be agreed between the Issuer and the relevant Dealer(s) and will be subject to the Conditions set out in this Base
Prospectus as completed by the relevant Final Terms.
This general description constitutes a general description of the Programme for the purposes of Article 25.1(b) of
Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended. It does not, and is not intended to,
constitute a summary of this Base Prospectus within the meaning of Article 7 of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation"), or any
implementing regulation thereof.
Words and expressions defined in section entitled "Terms and Conditions of the Obligations Foncières" of this Base
Prospectus shall have the same meanings in this general description.

Issuer: Caisse Française de Financement Local, a limited liability company (société anonyme)
incorporated under French law and a société de crédit foncier duly licensed as a French
specialised credit institution (établissement de crédit spécialisé) by the French
Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de
résolution) on 1 October 1999.
Legal Entity Identifier
(LEI): 549300E6W08778I4OW85
Website: https://sfil.fr/caffil-notre-filliale/
Arranger: Barclays Bank Ireland PLC
Dealers: Barclays Bank Ireland PLC
BNP PARIBAS
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs Bank Europe SE
HSBC Continental Europe
J.P. Morgan SE
La Banque Postale
Landesbank Baden-Württemberg
Morgan Stanley Europe SE
Natixis
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Société Générale
UniCredit Bank GmbH
The Issuer may from time to time terminate the appointment of any Dealer under the
Programme or appoint additional dealers either in respect of one or more Tranches or as
Permanent Dealers under the Programme. References in this Base Prospectus to
"Permanent Dealers" are to the persons referred to above as Dealers and to such
additional persons that are appointed as dealers in respect of the whole Programme (and
whose appointment has not been terminated) and references to "Dealers" are to the
Permanent Dealers and all persons appointed as a dealer in respect of one or more
Tranches.

7
Description: Under the Euro Medium Term Note Programme (the "Programme"), the Issuer, subject
to compliance by the Issuer with all relevant laws, regulations and directives applicable
to the Issuer and the Obligations Foncières, may from time to time issue obligations
foncières (the "Obligations Foncières") the principal and interest of which benefit from
the statutory priority right of payment (privilège) created by Article L.513-11 of the
French Code monétaire et financier (the "Privilège") (for further description, see section
entitled "The Legal Regime Applicable to Caffil" of this Base Prospectus).
Label: European Covered Bond (Premium)
Programme Limit: Up to €75,000,000,000 (or the equivalent in other currencies at the date of determination
of the financial conditions of the issue of any Obligations Foncières) aggregate nominal
amount of Obligations Foncières issued under the Programme outstanding at any time.
The Programme Limit may be increased from time to time, subject to compliance with
the relevant provisions of the amended and restated dealer agreement entered into
between the Issuer, the Arranger and the Permanent Dealers.
Fiscal Agent, Paying Agent,
Redenomination Agent,
Consolidation Agent and
Calculation Agent in respect
of the Obligations Foncières: Banque Internationale à Luxembourg, société anonyme.
Risk Factors: There are certain factors which the Issuer believes are specific to the Issuer and/or the
Obligations Foncières and material for the purpose of assessing the market risk
associated with the Obligations Foncières and of which prospective investors should be
aware. Such risks may alter its ability to fulfil its obligations under the Obligations
Foncières towards investors. These are set out under section entitled "Risk Factors" of
this Base Prospectus.
Method of Issue: The Obligations Foncières may be issued on a syndicated or non-syndicated basis.
Series and Tranches: The Obligations Foncières will be issued in series (each a "Series") having one or more
issue date(s). The Obligations Foncières of each Series will be fungible with all
Obligations Foncières of that Series.
Each Series may be issued in tranches (each a "Tranche") on the same or different issue
date(s) and on terms identical to the terms of other Tranches of the same Series, save in
respect of the issue date, issue price, first payment of interest and aggregate nominal
amount of the Tranche. The specific terms of each Tranche will be determined by the
Issuer and the relevant Dealer(s) at the time of the issue and will be set out in the final
terms of such Tranche (the "Final Terms"). The Obligations Foncières of a Tranche of
each Series will be fungible with all Obligations Foncières of the other Tranches of that
Series.
Maturities: Subject to compliance with all relevant laws, regulations and directives, the Obligations
Foncières may have any maturity as specified in the relevant Final Terms.
Currencies: Obligations Foncières may be denominated and/or payable in any currency agreed
between the Issuer and the relevant Dealer(s) in the relevant Final Terms.
In this Base Prospectus, unless otherwise specified or the context otherwise requires,
references to "€", "Euro", "EUR" or "euro" are to the currency of the participating
Member States of the European Union which was introduced on 1 January 1999,
references to "£", "GBP", "pounds sterling" and "Sterling" are to the lawful currency of
the United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful
currency of the United States of America, references to "¥", "JPY", "Japanese yen" and
"Yen" are to the lawful currency of Japan, references to "CHF" and "Swiss francs" are
to the lawful currency of Switzerland and references to "CAD" and "Canadian Dollars"
are to the lawful currency of Canada.
Denomination(s): The Obligations Foncières shall be issued in the Specified Denomination set out in the
relevant Final Terms.
Unless permitted by then current laws and regulations, Obligations Foncières (including
Obligations Foncières denominated in Sterling) which have a maturity of less than one
year and in respect of which the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of
8
the Financial Services and Markets Act 2000, as amended, must have a minimum
redemption amount of £100,000 (or its equivalent in other currencies).
Dematerialised Obligations Foncières shall be issued in one denomination only.
Redenomination: Obligations Foncières denominated in the national currency of a European Member
State that subsequently becomes a participating Member State in the single currency of
the European Economic and Monetary Union (as provided in the Treaty establishing the
European Community, as amended from time to time) may be subject to redenomination
into Euro (see section entitled "Terms and Conditions of the Obligations Foncières -
Form, Denomination, Title and Redenomination" of this Base Prospectus).
Form of Obligations
Foncières: Obligations Foncières may be issued either in dematerialised form ("Dematerialised
Obligations Foncières") or in materialised form ("Materialised Obligations
Foncières"), as specified in the relevant Final Terms.
Dematerialised Obligations Foncières may, at the option of the Issuer, be issued in either
bearer form (au porteur) or in registered form (au nominatif) and, in such latter case, at
the option of the relevant holder of Obligations Foncières, in either fully registered form
(au nominatif pur) or administered form (au nominatif administré). No physical
documents of title will be issued in respect of Dematerialised Obligations Foncières.
Materialised Obligations Foncières will be issued in bearer form (au porteur) only. A
Temporary Global Certificate (as defined in section entitled "Temporary Global
Certificates issued in respect of Materialised Obligations Foncières") will initially be
issued in respect of each Tranche of Materialised Obligations Foncières. Materialised
Obligations Foncières may only be issued outside France.
Status of the Obligations
Foncières: The Obligations Foncières and, where applicable, any Coupons relating to them
constitute direct, unconditional and, pursuant to the provisions of Condition 4
(Privilège), privileged obligations of the Issuer and rank, and will rank pari passu and
without any preference among themselves and equally and rateably with all other
present or future obligations foncières of the Issuer (including the Obligations Foncières
of all other Series) and other resources raised by the Issuer benefiting from the Privilège.
Pursuant to Article L.513-11 of the French Code monétaire et financier, the Obligations
Foncières benefit from the Privilège (priority right of payment) (see sections entitled
"Terms and Conditions of the Obligations Foncières - Privilège" and "The Legal Regime
Applicable to Caffil" of this Base Prospectus).
Negative Pledge: None.
Interest Periods and
Interest Rates: The Final Terms will specify whether the Obligations Foncières bear interest. The length
of the interest periods for the Obligations Foncières and the applicable interest rate may
differ from time to time or be constant for any Series. Obligations Foncières may have
a maximum interest rate, a minimum interest rate, or both, provided that in no event will
the relevant interest amount be less than zero. The use of interest accrual periods permits
the Obligations Foncières to bear interest at different rates in the same interest period.
All such information will be set out in the relevant Final Terms.
Fixed Rate Obligations
Foncières: Fixed interest will be payable in arrear or in advance on the date or dates in each year
specified in the relevant Final Terms.
Floating Rate Obligations
Foncières: Floating Rate Obligations Foncières will bear interest determined separately for each
Series as follows:
(a) on the same basis as the Floating Rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement
incorporating the FBF Definitions; or
(b) on the same basis as the Floating Rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement



9
incorporating either the 2006 ISDA Definitions or the 2021 ISDA Definitions, as
specified in the relevant Final Terms; or
(c) on the basis of a reference rate appearing on an agreed screen page of a
commercial quotation service (including, without limitation, CMS Rate,
EURIBOR, €STR, SARON, SOFR, SONIA or TEC10),
in each case plus or minus any applicable Margin and calculated and payable as
indicated in the relevant Final Terms. Floating Rate Obligations Foncières may also
have a maximum rate of interest, a minimum rate of interest, or both, provided that in
no event will the relevant interest amount be less than zero.
Formula Obligations
Foncières: Formula Obligations Foncières will bear interest determined by the Calculation Agent
on the Interest Determination Date in accordance with the Index Formula, Underlying
Formula, CPI Formula, HICP Formula or Binary Formula, as specified in the relevant
Final Terms. Formulas relating to Obligations Foncières are only applicable for
Obligations Foncières having a denomination of at least €100,000.
Fixed/Floating Rate
Obligations Foncières: Fixed/Floating Rate Obligations Foncières may be converted from a Fixed Rate to a
Floating Rate or from a Floating Rate to a Fixed Rate, all on the date set out in the
relevant Final Terms either by the election of the Issuer or automatically.
Fixed Rate/Formula
Obligations Foncières: Solely for Obligations Foncières having a denomination of at least €100,000, Fixed
Rate/Formula Obligations Foncières may be converted from a Fixed Rate to a Formula
or from a Formula to a Fixed Rate, all on the date set out in the relevant Final Terms
either by the election of the Issuer or automatically.
Zero Coupon Obligations
Foncières: Zero Coupon Obligations Foncières may be issued at their nominal amount or at a
discount to it and will not bear interest.
Inflation Linked Obligations
Foncières: Inflation Linked Obligations Foncières may be issued by the Issuer where the interest
and/or principal in respect of such Obligations Foncières will be calculated by reference
to an Inflation Index Ratio derived from:
(i) the consumer price index (excluding tobacco) for all households in France or the
relevant substitute index, as calculated and published monthly by the INSEE; or
(ii) the harmonised index of consumer prices (excluding tobacco) or the relevant
substitute index measuring the rate of inflation in the European Monetary Union,
as calculated and published monthly by Eurostat.
Events of Default: None.
Final Redemption: Unless previously redeemed or purchased and cancelled, each Obligation Foncière shall
be finally redeemed on the Maturity Date specified in the relevant Final Terms
(the "Maturity Date") at its Final Redemption Amount (which is (i) its nominal amount
(except in the case of Zero Coupon Obligations Foncières) or (ii) an amount determined
in accordance with Condition 6(c)).
Optional Redemption: The Final Terms issued in respect of each Tranche will state whether such Obligations
Foncières may be redeemed prior to their stated maturity at the option of the Issuer
(either in whole or in part) and if so the terms applicable to such redemption among the
options described in Condition 6 (Redemption, Purchase and Options).
No Redemption for
Taxation Reasons: The Obligations Foncières will not, unless otherwise specified in the relevant Final
Terms, be redeemed early for taxation reasons.
Taxation (withholding tax): All payments of principal, interest and other revenues by or on behalf of the Issuer in
respect of the Obligations Foncières or Coupons shall be made free and clear of, and
without withholding or deduction for, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or
assessed by or within any jurisdiction or any authority therein or thereof having power
to tax, unless such withholding or deduction is required by law.

10
Each prospective holder or beneficial owner of Obligations Foncières should consult its
tax adviser as to the tax consequences of any investment in, or ownership and disposition
of, the Obligations Foncières.
No additional amounts: If any law should require that payments of principal, interest or other revenues in respect
of any Obligation Foncière or Coupon be subject to withholding or deduction in respect
of any present or future taxes, duties, assessments or governmental charges of whatever
nature, the Issuer will not be required to pay any additional amounts in respect of any
such withholding or deduction.
Representation of holders of
Obligations Foncières: Holders of Obligations Foncières will, in respect of all Tranches in any Series, be
grouped automatically for the defence of their common interests in a masse (in each
case, the "Masse") which will be governed by the provisions of Articles L.228-46 et seq.
of the French Code de commerce, as amended or supplemented by Condition 10
(Representation of holders of Obligations Foncières).
The Masse will be a separate legal entity and will act in part through a Representative
and in part through Collective Decisions of the relevant holders of Obligations
Foncières.
Central Depositary: Euroclear France.
Clearing Systems: Euroclear France as central depositary in relation to Dematerialised Obligations
Foncières and, in relation to Materialised Obligations Foncières, Clearstream and
Euroclear or any other clearing system that may be agreed between the Issuer, the Fiscal
Agent and the relevant Dealer(s).
Initial Delivery of
Dematerialised Obligations
Foncières: At least one (1) Paris business day before the issue date of each Tranche of
Dematerialised Obligations Foncières, the lettre comptable or the application form
relating to such Tranche shall be deposited with Euroclear France as central depositary.
Initial Delivery of
Materialised Obligations
Foncières: On or before the issue date for each Tranche of Materialised Obligations Foncières, the
Temporary Global Certificate issued in respect of such Tranche shall be deposited with
a common depositary for Euroclear and Clearstream or with any other clearing system
or may be delivered outside any clearing system provided that the method of such
delivery has been agreed in advance by the Issuer, the Fiscal Agent and the relevant
Dealer(s).
Issue Price: Obligations Foncières may be issued at their nominal amount or at a discount or
premium to their nominal amount, as specified in the relevant Final Terms. The price
and amount of the Obligations Foncières to be issued under the Programme will be
determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance
with prevailing market conditions.
Approval and validity of the
Base Prospectus: This Base Prospectus has been approved by the Autorité des marchés financiers
(the "AMF") in France in its capacity as competent authority under the Prospectus
Regulation.
The AMF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such
approval should not be considered as an endorsement of either the Issuer or the quality
of the Obligations Foncières that are the subject of this Base Prospectus and investors
should make their own assessment as to the suitability of investing in the Obligations
Foncières.
Application has been made for the delivery by the AMF of a certificate of approval
specifying that the Base Prospectus has been drawn up in accordance with the
Prospectus Regulation to the Commission de Surveillance du Secteur Financier
(the "CSSF"), as competent authority in Luxembourg for the purpose of the
Luxembourg act dated 16 July 2019 relating to prospectuses for securities (loi du 16
juillet 2019 relative aux prospectus pour valeurs mobilières) which implements the
Prospectus Regulation.

11
This Base Prospectus shall be valid for the admission to trading of Obligations
Foncières on a Regulated Market and/or the offer to the public of Obligations Foncières
pursuant to a non-exempt offer in accordance with the Prospectus Regulation until
10 June 2026, provided that it is completed by any supplement, pursuant to Article 23
of the Prospectus Regulation, following the occurrence of a significant new factor,
material mistake or material inaccuracy relating to the information contained (or
incorporated by reference) in this Base Prospectus which may affect the assessment of
an investment in the Obligations Foncières. The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material
inaccuracy does not apply when this Base Prospectus is no longer valid.
Admission to trading of
Obligations Foncières: Application may be made for Obligations Foncières to be issued under the Programme
during a period of twelve (12) months after the date of the approval granted by the AMF
on the Base Prospectus to be admitted to trading on Euronext Paris and/or any other
Regulated Market (as defined below). Euronext Paris is a regulated market for the
purposes of Directive 2014/65/EU of the European Parliament and of the Council of
15 May 2014 on markets in financial instruments, as amended, appearing on the list of
regulated markets published by the European Securities and Markets Authority
("ESMA") on its website (a "Regulated Market").
The Obligations Foncières may also be admitted to trading on any other stock exchange
or may not be admitted to trading on any market. The relevant Final Terms in respect of
the issue of any Obligations Foncières will specify whether or not such Obligations
Foncières will be admitted to trading and, if so, the relevant market.
Non-Exempt Offer of
Obligations Foncières: Obligations Foncières may be offered to the public pursuant to a non-exempt offer in
France, in the Grand Duchy of Luxembourg and, to the extent the AMF has provided
the competent authority of the relevant member state (the "Member State") of the
European Economic Area (the "EEA") with a certificate of approval attesting that the
Base Prospectus (and, if applicable, any supplement related thereto) has been drawn up
in accordance with the Prospectus Regulation, in any Member State of the EEA, if the
relevant Final Terms provide it and in accordance with applicable laws and regulations.
Use of Proceeds: The net proceeds of the issue of the Obligations Foncières or an amount equivalent to
the net proceeds in case of Green Obligations Foncières, Social Obligations Foncières
or Sustainability Obligations Foncières will be (as specified in the applicable Final
Terms) allocated by the Issuer either:
(i) for the Issuer's general corporate purposes; or
(ii) in the case of Green Obligations Foncières, to finance and/or refinance, in whole
or in part, Eligible Green Loans as defined in the Sfil Group Green, Social and
Sustainability Bond Framework; or
(iii) in the case of Social Obligations Foncières, to finance and/or refinance, in whole
or in part, Eligible Social Loans as defined in the Sfil Group Green, Social and
Sustainability Bond Framework; or
(iv) in the case of Sustainability Obligations Foncières, to finance and/or refinance,
in whole or in part, Eligible Green Loans and Eligible Social Loans as defined in
the Sfil Group Green, Social and Sustainability Bond Framework; or
(v) as stated in the relevant Final Terms in respect of any particular issue of
Obligations Foncières for which there is a particular identified use of proceeds
(other than as specified above).
Green, Social and
Sustainability Obligations
Foncières: Green Obligations Foncières may be issued by the Issuer to finance and/or refinance, in
whole or in part, Eligible Green Loans as defined in the Sfil Group Green, Social and
Sustainability Bond Framework.
Social Obligations Foncières may be issued by the Issuer to finance and/or refinance, in
whole or in part, Eligible Social Loans as defined in the Sfil Group Green, Social and
Sustainability Bond Framework.


12
Sustainability Obligations Foncières may be issued by the Issuer to finance and/or
refinance, in whole or in part, Eligible Green Loans and Eligible Social Loans as defined
in the Sfil Group Green, Social and Sustainability Bond Framework.
The Sfil Group Green, Social and Sustainability Bond Framework is based on the Green
Bond Principles, the Social Bond Principles (the "SBP") and the Sustainability Bond
Guidelines (the "SBG") published by the ICMA and the Issuer has requested a Green,
Social and Sustainability Second Party Opinion on the Sfil Group Green, Social and
Sustainability Bond Framework assessing its alignment with the Green Bond Principles,
the SBP and the SBG.
For each issue of Green Obligations Foncières, Social Obligations Foncières and
Sustainability Obligations Foncières there will be an allocation reporting and an
independent third party will verify the allocation of the net proceeds.
The Sfil Group Green, Social and Sustainability Bond Framework and the Green, Social
and Sustainability Second Party Opinion are not incorporated by reference in this Base
Prospectus.
The Sfil Group Green, Social and Sustainability Bond Framework, the Green, Social
and Sustainability Second Party Opinion and the allocation reports are available on Sfil's
website (https://sfil.fr/obligations-vertes-sociales-durables/ or https://sfil.fr/en/green-
social-and-sustainable-bonds/).
Ratings: Obligations Foncières to be issued under the Programme are expected to be rated Aaa
by Moody's France SAS ("Moody's") and/or AAA by DBRS Ratings GmbH or any
entity that is part of DBRS and any successor to the relevant rating activity ("DBRS")
and by their respective successors and/or any other rating agency. Each of Moody's and
DBRS is established in the European Union, is registered under Regulation (EC) No.
1060/2009 of the European Parliament and the Council of 16 September 2009 on credit
ratings agencies, as amended (the "CRA Regulation"), and is appearing on the list of
credit rating agencies registered in accordance with the CRA Regulation published by
ESMA on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-
authorisation) as of the date of this Base Prospectus.
Obligations Foncières issued under the Programme may be rated or unrated. The rating
(if any) of Obligations Foncières to be issued under the Programme will be specified in
the applicable Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change or withdrawal at any time without notice by the assigning
rating agency.
Selling Restrictions: The offer and sale of Obligations Foncières will be subject to selling restrictions (see
section entitled "Subscription and Sale" of this Base Prospectus) in various jurisdictions,
in particular the United States of America, the United Kingdom, Singapore, Switzerland,
Japan and the EEA including France, Republic of Italy, Norway and Belgium.
General Information: This Base Prospectus, any supplement thereto that may be published from time to time
and the Final Terms relating to any issue of Obligations Foncières admitted to trading
on any Regulated Market and/or offered to the public pursuant to a Non-Exempt Offer
in a Member State of the EEA in accordance with the Prospectus Regulation are
available on the website of the AMF (www.amf-france.org).
Copies of the documents referred to in the preceding paragraph and the following
documents will also be published on the website of the Issuer (https://sfil.fr/caffil-notre-
filliale/) in accordance with applicable laws and regulations:
(a) the up-to-date statuts of the Issuer;
(b) any document containing information (including any future financial
information) incorporated by reference in this Base Prospectus; and
(c) all reports, letters and other documents, valuations and statements prepared by
any expert at the Issuer's request any part of which is included or referred to in
this Base Prospectus.
For so long as Obligations Foncières may be issued pursuant to this Base Prospectus,
copies of the Amended and Restated Agency Agreement are obtainable in electronic

13
form free of charge from the Issuer or the Fiscal Agent.
Governing Law: The Obligations Foncières, the Coupons and the Talons and all non-contractual
obligations arising out of or in connection with them are governed by, and shall be
construed in accordance with, French law.




14
RISK FACTORS
The following are risk factors which Caisse Française de Financement Local believes are specific to Caisse Française
de Financement Local and/or the Obligations Foncières and material for the purpose of assessing the market risk
associated with the Obligations Foncières.
Caisse Française de Financement Local believes that the following factors may affect its ability to fulfil its obligations
under Obligations Foncières issued under the Programme. All of these factors are contingencies which may or may not
occur.
In each category below, the most material risk factors are listed in a manner that is consistent with the assessment based
on the probability of their occurrence and the expected magnitude of their negative impact on Caisse Française de
Financement Local.
Caisse Française de Financement Local believes that the factors described below represent the principal risks inherent
in investing in Obligations Foncières issued under the Programme. Additional risks not included in this risk factors section
below, e.g. because they are currently not material or not known by Caisse Française de Financement Local, may result
in material risks in the future.
Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including any
document deemed to be incorporated by reference herein) and the relevant Final Terms and reach their own views in light
of their financial circumstances and investment objectives prior to making any investment decision. In particular,
investors should make their own assessment as to the risks associated with the Obligations Foncières prior to investing
in Obligations Foncières issued under the Programme.
Words and expressions defined elsewhere in this Base Prospectus shall have the same meanings when used below.
I. RISK FACTORS RELATING TO THE ISSUER
The following table gives the detail of the risk factors identified and indicates, for each of them, the likelihood of
their occurrence and their negative impact on the Issuer on the date of this Base Prospectus. The likelihood of the
occurrence is graded on a four-level scale ("Very Unlikely", "Unlikely", "Likely" and "Very Likely") and the
magnitude of their negative impact is graded on a four-level scale ("Low", "Moderate", "Significant" and "Very
Significant"). Within each of the below mentioned categories, the risks have been listed according to this grading,
the risks with the combination of the highest likelihood and negative impact coming first.
Likelihood Impact
1) Strategic & Business risk
1.1 Business risk - Caisse Française de Financement Local may
face a decrease in its activity and its margins in the French public Unlikely Moderate
sector lending market or in the refinancing of export credit
1.2 Regulatory risk - Risk arising from European and French laws
Unlikely Moderate
and regulations
2) Credit and counterparty risks
2.1 Risk of default in the Cover Pool Likely Moderate
2.2 Risk of geographic concentration in the Cover Pool Likely Low
2.3 Risk of default of bank counterparties Very Unlikely Moderate
3) Financial risks
3.1 Credit rating of Caisse Française de Financement Local's
Obligations Foncières may be affected by the evolution of the credit Unlikely Moderate
rating of Sfil and the French State
3.2 Liquidity risk
3.2.1 Risk of a liquidity shortfall that may affect the Issuer's
Very Unlikely Significant
ability to settle its debt commitments in a timely fashion

3.2.2 Dependence on Sfil for the unsecured funding of its
Unlikely Moderate
over-collateral



15
3.3 Risks linked to financial conditions offered for export credit
refinancing loans Unlikely Moderate

3.4 Caisse Française de Financement Local may be exposed to
losses due to changes in interest rate risk or changes in other Very Unlikely Moderate
market parameters
4) Operational and non-compliance risks
4.1 Cyber risk Likely Significant
4.2 Non-compliance risk Unlikely Moderate
4.3 Other operational risks
4.3.1 Risk of failure or malfunction of the operational risk
Unlikely Significant
management systems put in place by Sfil
4.3.2 Risks relating to dependence on Sfil for its operations Unlikely Significant
4.4 Risk relating to any litigation with a counterparty/borrower or
Likely Low
tax authority
5) Environmental, Social and Governance (ESG) risks
5.1 Climate and environmental risk Unlikely Moderate
5.2 Social risk Unlikely Moderate
5.3 Governance risk Unlikely Moderate
6) Société de crédit foncier specific risk
6.1 Risks linked to compliance with the coverage ratio required of it
Very Unlikely Significant
under French law
6.2 Compliance of the assets in the Cover Pool with the eligibility
Unlikely Moderate
criteria

1. Strategic & Business risk
1.1. Business activity risk - Caisse Française de Financement Local may face a decrease in its activity and its
margins in the French public sector lending market or in the refinancing of export credit
Caffil may face increasing competition in the local government lending market or in the refinancing of export
credit from which Caffil sources its cover pool. In France, where it will source its new assets, competition may
increase from French universal banks. As an illustration, in 2024, Caffil purchased EUR 5.5 billion of loans to the
French local public sector entities from its partners La Banque Postale and Banque des Territoires (compared to
EUR 3.4 billion in 2023).
Certain Caffil's, Sfil's and La Banque Postale's competitors may be larger and better capitalized than Caffil, or
benefit from other funding sources at a different cost than market funding used by the Sfil Group. Depending on
the interest rate of the Livret A and the liquidity position of banks funded by deposits, pressure on margins could
be stronger. Consequently, Caffil may face pricing pressure in certain areas of its operations in the future as
competitors seek to increase market share by reducing prices or offering new services at low prices. The municipal
market competition could intensify, which may result in narrower lending spreads. This could make it more
difficult for Caffil to purchase or refinance eligible loans and credit exposures with a sufficient margin to be
refinanced by the Obligations Foncières.
Existing or increased competition in French public local sector lending or in the refinancing of export credit may
lead to a reduction of margins for new commitments and ultimately to a strong reduction of new assets lending for
Caffil, or otherwise materially affect Caffil's business, financial condition, cash flows and results of operations.
After a record year in 2023, the refinancing of export credits remained at a high level in 2024: five contracts were
signed for EUR 2.4 billion (compared to six contracts for EUR 5.0 billion in 2023).
1.2. Regulatory risk - Risk arising from European and French laws and regulations
Caisse Française de Financement Local's business operations are governed by European and French laws and
regulations and are subject to supervision by the French Resolution and Prudential Control Authority (Autorité de
contrôle prudentiel et de résolution) ("ACPR") and also by the European Central Bank at the consolidated level
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of Sfil. Any changes to the current French legislation (in particular legislation relating to the issuance of obligations
foncières and the privilège attached to such obligations foncières) could adversely affect Caisse Française de
Financement Local's business, financial condition, cash flows and results of operations.
Any change in the current European legislation for European covered bonds (Directive (EU) 2019/2162 of the
European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and covered bond
public supervision, as amended (the "Covered Bond Directive") and Article 129 of Regulation (EU) No 575/2013
dated 26 June 2013 on prudential requirements for credit institutions, as amended (the "Capital Requirements
Regulation")) could adversely affect Caisse Française de Financement Local's business, financial condition, cash
flows and results of operations.
In addition, to maintain its "European Covered Bond (Premium)" label for its issues, Caisse Française de
Financement Local has to comply with the European legislation for European covered bonds which includes
eligibility criteria for some assets and derivatives in the cover pool which is in particular subject to changes in
ratings granted by rating agencies. This could lead to exclude assets and derivatives from the cover pool in case of
downgrade of these counterparties (especially hedging derivatives, cash investments in the form of bank exposures
and some run-off assets with local authorities outside the European Union). This could adversely affect Caisse
Française de Financement Local's business, financial condition, cash flows and results of operations.
Moreover, Obligations Foncières to be issued under the Programme may no longer be allowed to use the
"European Covered Bond (Premium)" label at any time until their maturity.
2. Credit and counterparty risk
Credit risk represents the potential loss that Caisse Française de Financement Local may incur as the result of the decline
in a counterparty's solvency.
2.1. Risk of default in the Cover Pool
Caisse Française de Financement Local is exposed to the risk of default on the pool of public sector assets included
in its portfolio used as cover for the issuance of Obligations Foncières under the Programme (the "Cover Pool").
The classes of assets that Caisse Française de Financement Local may own within its Cover Pool are restricted to
specific categories narrowly defined by French and European law, and for Caisse Française de Financement Local
these categories are further limited to transactions with French public sector entities or entities they guarantee
under the license granted by the CECEI (Comité des établissements de crédit et des entreprises d'investissement)
(an institution now merged into the French Resolution and Prudential Control Authority (Autorité de contrôle
prudentiel et de résolution)). Consequently, almost all of the Cover Pool comprises loans to, or bonds purchased
from, local governments, municipalities and sovereigns. The ability of public sector borrowers, including local
governments, municipalities and sovereigns, to meet their payment obligations may be affected by their levels of
indebtedness, social spending obligations, interest rates, tax revenue collections and transfers of subsidies from
the central governments, each of which could be adversely affected by a deterioration of general economic
conditions.
Breakdown of exposures by risk weighting




Deteriorating economic conditions could therefore have a material adverse effect on the probability of default of
these assets in the Cover Pool. As of 31 December 2024, non‑technical arrears amounted to EUR 2 million and
concerned only four clients in France. Non-technical arrears remained stable in 2024. They were at their lowest
level ever and represented 0.003% of Caffil's assets.
While the eligibility and suitability of assets is vetted by Sfil's risk management and permanent control
departments, on behalf of Caisse Française de Financement Local, certain default scenarios such as losses on assets
representing a significant portion of the Cover Pool may exist, which would ultimately affect the ability of Caisse
Française de Financement Local to comply with the terms of the Obligations Foncières issued under the
Programme. Adverse changes affecting the local economies of countries from which Caisse Française de
Financement Local sources its assets, such as the macro-economic situation, could result in, among other things,
higher rates of credit defaults on loans and bonds. The materialisation of any of the foregoing factors or a
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divergence in the appreciation of these risks by the banking supervisory authorities or financial markets could lead
to significant losses or provisions and could adversely affect Caisse Française de Financement Local's business,
financial condition, cash flows and results of operations, and may result in Caisse Française de Financement Local
having insufficient funds to meet its obligations under the Obligations Foncières.
In its business of refinancing large export credits, Caisse Française de Financement Local grants loans to its parent
company Sfil, to refinance its export credits. The refinancing loans granted to Sfil benefited from an unconditional
guarantee on first demand issued by the French Republic, known as an enhanced guarantee, until September 2024.
Caffil no longer uses this mechanism for transactions concluded since September 2024 but still benefits from the
export credit insurance issued by Bpifrance Assurance Export, other European export credit agencies or
multilateral lenders. This change does not call into question the principle of direct exposures to public entities or
guaranteed by them in line with the regulations applicable to sociétés de crédit foncier. For French export credits
Bpifrance Assurance Export manages and delivers this guarantee under the State's control, on its behalf and in its
name. These refinancing loans are thus considered as exposures to the French State. For other export credits
presenting a French interest European export credit agencies or multilateral lenders manage and deliver this
guarantee under the State's control, on its behalf and in its name. The State's ability to meet its payment obligations
may be affected by its levels of indebtedness, social spending obligations, interest rates and tax revenue collections,
each of which could be adversely affected by a deterioration in general economic conditions. Deteriorating
economic conditions, such as the macro-economic situation, could therefore have an adverse effect on the
probability of default of these assets in the Cover Pool.
In addition, certain geographic regions of Europe to which Caisse Française de Financement Local has credit
exposure through its lending to public sector may, from time to time, experience weaker regional economic
conditions. Assets originated in such areas may experience higher rates of loss and the ability of borrowers to make
payments may also be affected by factors such as adverse economic conditions (e.g., the macro-economic
situation) in particular geographic areas or industries, or perceptions in financial markets as to the creditworthiness
of certain borrowers. Such occurrences may accordingly have a material adverse impact on the credit quality of
certain assets included in the Cover Pool.
As of 31 December 2024, loans to the French public sector were predominant (93.3%) in the cover pool (excluding
exposures to credit institutions and cash deposits with the Banque de France and French Treasury). The other assets
are managed in run‑off mode; they correspond to granular and geographically diversified exposures to foreign
public sector entities.
The change in the relative proportion of total assets by country is as follows:




Nearly 69% of Caffil's cover pool consisted of exposures to French municipalities and their groups, departments
or regions.
The breakdown of the cover pool by type of counterparty (excluding exposures to credit institutions and cash
deposited with the Banque de France and the French Treasury) is as follows:




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2.2. Risk of geographic concentration in the Cover Pool
The vast majority of the Cover Pool (more than 90%, excluding exposures to credit institutions and cash), measured
by principal amount of the assets, is concentrated in France. The ability of French State and French public sector
borrowers and guarantors to meet their obligations will be affected by the economic factors noted above. Adverse
changes in the financial, economic and fiscal conditions within France, such as the macro-economic situation, may
have consequences for the French public sector borrowers whose obligations are included in the Cover Pool, and
consequently, on the credit quality of such obligations. In addition, since 2013 all of Caisse Française de
Financement Local's new assets relate to French borrowers, with the exception of certain bonds purchased for cash
investment purposes.
Furthermore, Caisse Française de Financement Local holds a significant amount of assets representing lending to
borrowers in other countries than France and in particular in Italy. These assets are now managed in a run-off mode
with the exception of certain bonds purchased for cash investment purposes. Adverse financial, economic and
fiscal conditions in these economies, such as the macro-economic situation, and perceived weaknesses of a
country's financial situation may also have an impact on the credit quality of the assets in the Cover Pool.
2.3. Risk of default of bank counterparties
Caisse Française de Financement Local is exposed to bank counterparties risk of default for transactions it enters
into as part of its currency and interest rate hedging operations, of its liquidity management and excess liquidity
investment. Most of its derivative counterparties are located in the European Union but some are located in other
countries and thus submitted to different laws in term of default.
For hedging transactions, Caisse Française de Financement Local enters into master agreements with a large
number of bank counterparties and these agreements provide for asymmetrical collateralisation arrangements (with
the counterparties unilaterally posting collateral to Caisse Française de Financement Local). While having hedging
relationships with a large number of counterparties is designed to mitigate risk, Caisse Française de Financement
Local is nonetheless exposed to the risk of default of its bank counterparties. Some of these counterparties are not
required to post collateral to Caisse Française de Financement Local as long as they benefit from the highest credit
rating. If certain of these hedge counterparties, that don't have to post collateral, would default as to payment,
Caisse Française de Financement Local may be likely to experience losses and reduced liquidity.
In order to maintain its liquidity position, Caisse Française de Financement Local is also allowed to hold exposures
to certain bank counterparties, including securities, instruments and deposits which are sufficiently safe and liquid,
defined as certain high quality assets eligible for inclusion in its Cover Pool (up to 15% of the nominal amount of
all of obligations foncières and registered covered bonds allowed by applicable legislation).
Exposures to credit institution issued by banks expose Caisse Française de Financement Local to credit and
liquidity risk from such banks (including its parent company Sfil) should their financial condition deteriorate.
Thus, Caisse Française de Financement Local may experience losses in the form of reduced value of assets, due
to a decrease in a bank counterparty's or issuers' financial position.
In addition to counterparties in hedging derivatives, exposures on credit institutions is comprised of securities and
deposits and amounts to EUR 3.1 billion as of 31 December 2024.
Moreover, the financial situation of certain of these counterparties could be adversely affected by the macro-
economic situation or by the climate change. Any such losses could adversely affect Caisse Française de
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Financement Local's business, financial condition, cash flows and results of operations, and may result in Caisse
Française de Financement Local having insufficient funds to meet its obligations with respect to the Obligations
Foncières.
3. Financial risks
3.1. Credit rating of Caisse Française de Financement Local's Obligations Foncières may be affected by the
evolution of the credit rating of Sfil and the French State
Caisse Française de Financement Local is currently wholly-owned by Sfil. In the rating agencies' methodologies,
the credit rating of a covered bond programme is linked to the credit rating attributed to the Issuer's parent. The
rating criteria for Caisse Française de Financement Local include both the financial health of its parent, Sfil, as
well as the strength of parental support.
The credit rating of Sfil is closely linked to the credit rating of the French State due to its shareholding structure.
In fact, since 30 September 2020, Sfil's sole shareholder is the Caisse des Dépôts et Consignations ("CDC")
(holding 99.99% of Sfil's share capital). The French State retained one ordinary share and continues to be present
on Sfil's Board of Directors through a non-voting member, given the public interest missions entrusted to Sfil.
Caisse Française de Financement Local's Obligations Foncières are rated Aaa by Moody's and AAA by DBRS.
Sfil's shareholding structure is thus still fully public. Its shareholders will ensure that Sfil's financial solidity is
preserved and its economic base protected and will continue to provide it with the necessary support, in accordance
with the applicable regulations. CDC, Sfil's reference shareholder, confirmed its commitment in a letter of support,
completed by a letter of support from the State, in the context of Sfil's continuing status as a State-owned
development bank.
This commitment, made with the French Resolution and Prudential Control Authority (Autorité de contrôle
prudentiel et de résolution), underlines its involvement to ensure oversight and to influence strategic decisions, as
well as its determination to ensure Caisse Française de Financement Local's and Sfil's ongoing financial
transactions and to comply with regulatory requirements, if so required.
Deteriorating economic conditions, such as those that could result from the macro-economic situation, can lead to
a downgrade of the credit rating of the French State, CDC and Sfil. Decreases in the credit rating of Sfil or the
French State will not systematically cause a deterioration of the credit rating of Caisse Française de Financement
Local's obligations foncières, but may entail a requirement for Caisse Française de Financement Local to obtain
funding in order to achieve a higher level of over-collateralisation. A variety of factors may make obtaining such
higher level of over-collateralisation impossible for Caisse Française de Financement Local in the event of a
downgrade of Sfil. If the credit rating of Caisse Française de Financement Local's obligations foncières were
reduced due to these factors, such downgrade may adversely affect the value of Caisse Française de Financement
Local's outstanding obligations foncières, including the Obligations Foncières, increase Caisse Française de
Financement Local's cost of borrowing and adversely affect Caisse Française de Financement Local's ability to
issue new obligations foncières.
3.2. Liquidity risk
Liquidity risk is defined as the risk that the institution may not be able to find the necessary liquidity, on a timely
basis and at a reasonable cost, to cover the financing needs related to its activity, including the redemption of its
Obligations Foncières.
3.2.1 Risk of a liquidity shortfall that may affect the Issuer's ability to settle its debt commitments in a
timely fashion
Caisse Française de Financement Local is exposed to liquidity risk arising from the gap between the date it
is reimbursed, in connection with various assets it holds, and the date it is required to pay out loans or to
settle its liabilities. The maturity and amortization profile of the Cover Pool does not perfectly match the
repayment profile and the maturity schedule of the privileged debt.
This mismatch creates a liquidity need at certain periods of time in the future as illustrated in the following
graph which presents the need/excess of liquidity resulting from the amortization of assets and liabilities
(without any new asset or liability).




20
Liquidity needs as of 31 December 2024




The duration gap between the Cover Pool and the privileged liabilities is currently low, but may widen in
the future. As a matter of management policy, Caisse Française de Financement Local has limited the
maximum duration gap between the assets and the resources benefiting from the privilège to three (3) years.
Moreover, the regulation of covered bonds in France imposes a great congruence between asset/liability
maturities with an annual cover plan and with the limitation to 18 months of the gap between the weighted
average life of eligible assets, considered up to their minimum amount required to satisfy a 105% over-
collateralisation ratio, and the weighted average life of the privileged liabilities. This requires Caisse
Française de Financement Local to have appropriate liquidity positions to cover its liability commitments
as they become due to avoid any shortfall in liquidity.
As Caisse Française de Financement Local turns to the market for medium- or long-term financing,
prolonged disruptions, uncertainty or volatility in the debt markets may limit its ability to access funding,
particularly its ability to issue longer-dated new obligations foncières. In case of such adverse market
conditions, Caisse Française de Financement Local's ability to replace, in a timely manner, maturing
liabilities may be limited. It may also be forced to delay raising longer term funding.
To maintain its liquidity in case of market disruptions that prevent Caisse Française de Financement Local
from issuing new obligations foncières, Caisse Française de Financement Local relies on non-privileged
debt provided by its parent, Sfil, and, if needed, on secured financings it can borrow from the Banque de
France or from a bank counterparty (through a repo transactions), by using some assets from the Cover
Pool (including those considered as exposures to credit institutions), a significant part of which is eligible
as collateral for such liquidity operations. However, any gap between receipt of funds and funding of its
commitments may lead to Caisse Française de Financement Local not settling its debt commitments on
time. If Caisse Française de Financement Local's ability to access funds from its parent, Sfil, is diminished,
and if it no longer maintains sufficient assets eligible for refinancing with the Banque de France, a liquidity
shortfall may occur that will significantly and adversely affect Caisse Française de Financement Local's
business, financial condition, cash flows and results of operations and may result in Caisse Française de
Financement Local having insufficient funds to meet its obligations with respect to the Obligations
Foncières.
As of 31 December 2024, the Liquidity Coverage Ratio (the "LCR") reaches to 100%. A European
delegated act modified the methods for calculating the LCR provided for in the Capital Requirements
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Regulation for issuers of covered bonds, in order to bring them into line with the Covered Bond Directive.
As a result, since 8 July 2022, the LCR of Caisse Française de Financement Local must continue to respect
the minimum level of 100% but may no longer exceed it.
3.2.2 Dependence on Sfil for the unsecured funding of its over-collateral
Sfil is the main provider of unsecured funding to Caisse Française de Financement Local, which finances
the over-collateral, i.e. assets of Caisse Française de Financement Local that are not financed by the
issuance of Obligations Foncières.
Caisse Française de Financement Local's over-collateralisation is financed by equity contributions, by a
current account agreement granted to it by Sfil and mainly through a long-term revolving credit facility
extended to it by Sfil that put in place the support received from Sfil and its reference shareholder. As of 31
December 2024, the funds borrowed from Sfil are EUR 10 billion. The long-term credit facility agreement
or the current account agreement from Sfil may not continue to be in force for the term of the Obligations
Foncières. To the extent that this facility is discontinued, the amount of over-collateralisation of the Cover
Pool could be reduced, which could adversely affect the ability of Caisse Française de Financement Local
to make payments on the Obligations Foncières as they become due, the rating assigned to the Obligations
Foncières, and consequently the market value of Caisse Française de Financement Local's existing
obligations foncières, including the Obligations Foncières.
3.3. Risks linked to financial conditions offered for export credit refinancing loans
In its business of refinancing large export credit, Caisse Française de Financement Local grants loans to its parent
company Sfil, to refinance its export credits. The refinancing loans granted to Sfil benefited from an unconditional
guarantee on first demand issued by the French Republic, known as an enhanced guarantee, until September 2024.
Caffil no longer uses this mechanism for transactions concluded since September 2024, but still benefits from the
export credit insurance issued by Bpifrance Assurance Export, other European export credit agencies or
multilateral lenders.
The particular features of these loans lead Caisse Française de Financement Local to give a commitment on
financial conditions several months before the signing of the loan contract. The financial conditions at the time of
the offer might no longer be in line with the refinancing and hedging conditions of Caisse Française de
Financement Local at the time and after the signing date of the contract. As of 31 December 2024, the financing
commitments of Caisse Française de Financement Local for such contracts (amounts remaining to be paid to the
counterparty) amounted to EUR 7.9 billion. Changes in market conditions could therefore adversely affect its
results of operations, financial condition and business prospects and its ability to perform its obligations under the
Obligations Foncières.
In order to reduce its currency and spread risks, Caisse Française de Financement Local may enter into hedging
operations or may prefinance, in full or in part, the future drawdown of the credit as soon as a firm offer for a credit
refinancing has been delivered. In some cases, the credit may not be signed or may be delayed and related hedging
operations may have to be cancelled with a material cost, and prefunding may be allocated to other assets with a
potentially lower margin, which could adversedly affect Caisse Française de Financement Local's results of
operations, financial condition and business prospects and its ability to perform its obligations under the
Obligations Foncières.
Moreover, certain loans to refinance large export credits denominated in USD, GBP or CHF may cause a limited
risk of foreign exchange during their drawing phase; this risk could be more material in case of credit restructuring.
For these loans, foreign exchange risks exist and adverse evolution on this market could have an adverse effect on
the financial situation, operations and cash flows of Caisse Française de Financement Local.
3.4. Caisse Française de Financement Local may be exposed to losses due to changes in interest rate risk or
changes in other market parameters
Caffil is exposed to interest rate risk resulting from new commercial loans and refinancing operations at fixed rates
(fixed rate risk) or at variable rates (basis and option risk). Unexpected changes in assets or in the interest rate
curve may affect Caffil's business, financial condition, cash flows and results of operations. These risks are
monitored on a monthly basis using appropriate indicators subject to limits, and hedging operations are concluded
so that each indicator respects its limit.
Caffil has a low exposure to prepayment risks, as prepayment indemnity clauses are present in almost all loan
contracts.
The main risks identified and associated with the current interest rate environment, characterised by rate increases
and high volatility, are the following ones:
- greater uncertainty about the volume of new production: changes in financing conditions and higher credit
costs, as well as uncertainties about the macroeconomic environment, could lead some customers to reduce
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or postpone their investments. In addition, the decorrelation between the legal usury rate and the levels of
rates observed on the markets could have an impact if rates continue to rise;
- increased interest rate volatility could lead to a greater variation in the interest margin for the portion of
production that is managed by macro-hedging.
With regard to market risk, Caffil does not carry out trading operations and is therefore not subject to market risk
in the regulatory sense of the term.
Certain positions in Caffil's banking portfolio, although not representing a regulatory market risk, are nevertheless
sensitive to the volatility of market parameters, and may consequently impact the accounting result or the
shareholders' equity; they are monitored as non-regulatory market risks. These are mainly provisions for placement
securities under French accounting standards.
4. Operational and non-compliance risks
4.1. Cyber risk
Cyber risk is a risk of intentionally or unintentionally exploiting one or more information system vulnerabilities,
resulting in a loss of confidentiality, integrity or availability of data.
In 2024, espionage remained at a high level with a significant number of targeting of individuals and non-
governmental structures that create, host or transmit sensitive data. Among the new trends in espionage, the
Agence nationale de la sécurité des systèmes d'information (ANSSI) has seen attacks against professional and
personal mobile phones targeting individuals, and notably those carried out by means of operating procedures
publicly associated with the Russian government against organizations located in France.
Cyber-extortion attacks also remained high in 2024, as evidenced by the 4,386 ransomware attacks reported to
ANSSI, representing a 15% increase compared to 2023.
Moreover, in a tense geopolitical context, the agency has seen new destabilization operations aimed mainly at
promoting political discourse, hindering access to online content or damaging the image of an organization. While
distributed denial-of-service (DDoS) attacks by pro-Russian cyber activists, with often limited impacts, have
been the most common, prepositioning activities targeting several critical infrastructures located in Europe, North
America and Asia were also detected. The latter, more discreet, may nevertheless aim to conduct larger operations
led by state actors waiting for the right time to act.
The consequences of this risk are mainly operational. Given the scenario, the cyber risk could increase the impacts
of different risks (business continuity, reputation damage, delay in payments, etc.). This risk is further enhanced
in 2025 by the international context. For instance, the Sfil Group may face a cyber-attack that if it succeeds could
lead to a shutdown of all or part of the ICT systems and could result in delays for payments, or damage Sfil
Group's reputation in case of a data leak.
4.2. Non-compliance risk
The risk of non-compliance is the risk of sanction (legal, administrative or disciplinary), of a significant financial
loss or of a denigration of reputation caused by the non-respect of procedures specific to banking and financial
activities, whether they are of legislative or regulatory nature.
Sfil and Caisse Française de Financement Local strive to comply with all laws, regulations, professional standards
or recommendations that apply to them. However, as compliance requirements become more stringent, Caisse
Française de Financement Local is exposed to the risk of non-compliance, i.e. the inability to comply with them
in full and may also be exposed to the following risks:
- ethical, deontological and corruption risk: the risk of a failure to comply with professional conduct when
dealing with clients and the reputational risk linked to this failure to comply. In particular, this could be
linked to a failure to comply with the laws governing EU public sector lending or a failure by Caffil to
comply with the legislation applicable in France to covered bonds (obligations foncières) or a failure to
comply with export credit regulations;
- financial security risk (including ALM-CFT);
- risk relating to personal data protection; and
- risk relating to the protection of customer interests.
In addition to the damage to its reputation, non-compliance would expose Caisse Française de Financement Local
to various types of litigation, sanctions, fines or costs relating to failure to comply with above mentioned
provisions, that may adversely affect Caisse Française de Financement Local's business, financial condition, cash
flows and results of operations. This risk is further enhanced by the increased level of supervision of financial
institutions by the relevant authorities.
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4.3. Other operational risks
4.3.1. Risk of failure or malfunction of the operational risk management systems put in place by Sfil
Sfil, as a servicer, has put in place risk control procedures intended to identify and map operational risks at
the level of Caisse Française de Financement Local. On 31 December 2024, 67 key risk indicators have
been defined by Sfil to control operational risk for Sfil and Caisse Française de Financement Local.
Operational risk can be defined as the risk of loss due to inappropriate, or failure of procedures, individuals
or systems, or loss resulting from external events.
The main operational risks can be divided into the following categories:
- human resources and skills risk: the risk of skills management is a risk identified as high due to
several factors:
• an activity requiring expertise in certain fields linked to the specificity of Caisse Française
de Financement Local (local public sector, balance sheet management, covered bonds, etc.)
associated with the limited number of key skills in certain teams of Sfil due to their reduced
size,
• a company present on the banking job market but with a lack of notoriety on this market in
the first years of its existence due to its youth and fact,
• complex recruitments accentuated in certain areas by a tension on certain skills (in particular
on internal models, on balance sheet management or on financial security), and
• structuring development projects both in the extension of the activity, in the regulatory
evolution but also in the recasting of the informatics service which required the integration
of external skills, parties at the end of the project and whose the expertise then had to be
internalized, in a context of managing overhead costs under control.
The consequences of this risk are mainly operational in nature through errors, malfunctions
and delays in the performance of activities. This risk is regularly monitored via controls and
indicators (such as the turnover rate or the percentage of people with experience of more than
one year in certain teams);
- risks relating to information systems which include risks relating to the planning of systems
development, risk of design, development, maintenance and security of applications, and risks
related to the use of applications and softwares;
- risks relating to the conduct of operations (in particular, risks relating to the EU public sector lending
market): information reliability, compliance with procedures, reliability of deliverables, human
errors and inadequate monitoring of activities;
- risks relating to operational organisation: this risk relates to the inadequacy of the strategy and
organisation of Sfil, the inefficiency of defined processes or inappropriate definition of interfaces;
- risks relating to compensation delays in relation to insurance policies, including insurance on export
credit;
- security risks: this risk relates to the continuity and resumption of activities (including the
establishment of a business continuity plan), goods and individuals;
- commercial and partnership risks: risks regarding the default of a partner, the sharing of
responsibilities, commissioning, products distribution, knowledge of clients' needs and ethics; and
- model risk: risk relating to decisions based on internal model results due to errors in their
development implementation or use.
The occurrence of any such above mentioned operational risks may significantly affect negatively Caisse
Française de Financement Local's business, profits and financial situation.
4.3.2. Risks relating to dependence on Sfil for its operations
Caisse Française de Financement Local does not have its own employees and is therefore dependent on the
resources dedicated to it by its parent company, Sfil, for the day-to-day operation of its business and, in
particular, the servicing of its asset portfolio. Sfil, in accordance with the terms of the management
agreement entered into with Caisse Française de Financement Local (which also covers loan origination,
servicing and recovery, administrative and accounting management, internal control and compliance,
information technology services, human resources, compensation for services and current account
services), monitors and controls risks relating to credit, counterparties, market, operations, exchange rates,
interest rates, liquidity, and settlement at the level of Caisse Française de Financement Local. Accordingly,
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Caisse Française de Financement Local is subject to the risk of non-performance or poor performance by
Sfil under this management agreement. Any such non-performance or poor performance could have an
adverse impact on Caisse Française de Financement Local's ability to operate and administer its Cover Pool,
which could in turn have a material adverse impact on Caisse Française de Financement Local's business,
financial condition, cash flows and results of operations.
If Caisse Française de Financement Local were to terminate the management agreement or otherwise if Sfil
fails to provide such services, a new servicer would have to be appointed. The transfer of the servicing
function to a new servicer may result in delays, increased costs and/or losses in collections under the assets
in the Cover Pool, could create operational and administrative difficulties for Caisse Française de
Financement Local and could significantly and adversely affect its results of operations, financial condition
and business prospects and its ability to perform its obligations under the Obligations Foncières.
4.4. Risk relating to any litigation with a counterparty/borrower or tax authority
Caisse Française de Financement Local is exposed to legal and tax risk which can be defined as the risk of any
litigation with a counterparty/borrower or tax authority resulting from any misunderstanding, lack or insufficiency
that may be attributed to the Issuer in the exercise of its activities. Certain legal and legislative changes in the EU
local government and municipal lending market may also expose Caisse Française de Financement Local to
financial and reputational risk.
As of 31 December 2024, to the best of Caffil's knowledge, there were no disputes between Caffil and its
borrowers, nor any other governmental, legal or arbitration proceedings that could have a material impact on its
financial position.
However, adverse court decision may have a negative impact on the reputation of Caisse Française de Financement
Local. In the worst case, such litigation may lead to certain loans in the Cover Pool being declared void or voidable
in whole or in part, reducing the amount of collateral. It could also lead to a decrease of the contractual interest
rate with retroactive effect and thus affect the hedging derivatives and the hedge relationship. In such cases, it may
adversely affect cash flows, results of operations and financial condition of Caisse Française de Financement
Local.
In addition, the taxation in Ireland of the income of the former Dexia Municipal Agency (Caffil's former name)
branch in Dublin, which was closed in 2013, resulted in a tax adjustment notice from the French tax authorities in
2018 for the tax audit relating to the 2012 and 2013 financial years. Caffil and Dexia SA are still awaiting a decision
from the French and Irish tax authorities.
5. Environmental, Social and Governance (ESG) risks
In view of its public mission and strategic orientations, failure to take ESG issues into account in its financing and
refinancing activities would create an image and reputation risk if Caffil failed to meet its sustainability commitments.
Similarly, given Caffil's strategic positioning and changes in the expectations of society, customers and financial markets
on sustainability issues, the failure to take ESG issues into account in the conduct of its missions could lead to major
impacts. Climate and environmental risk, given its materiality and the expectations of regulators and stakeholders, and
because it is likely to have a direct or indirect impact on all existing risk categories is subject to a more detailed treatment.
5.1. Climate and environmental risk
The concept of environmental and climate risks covers two risk categories:
• physical risk is the risk due to the physical effects of climate change (in particular, more frequent extreme
weather events and gradual changes in climate) and environmental degradation (pollution, loss of
biodiversity, water stress). It may be "acute", if it is due to extreme weather events (such as cyclones,
storms, floods, drought), or "chronic", if it is due to gradual and longer-term changes (such as sea-level
rises, increasing temperatures, water stress, biodiversity loss); and
• transition risk is the risk associated with the transition to a low carbon and environmentally sustainable
economic model. This could be triggered by the adoption of compulsory climate and environmental
policies, technological progress or changes in market preferences.
This risk may have a short-, medium- and long-term impact on how Caffil conducts its lending and refinancing
activities, as well as on its internal operations. They can result in direct and indirect impacts on credit risk,
operational risk, market and ALM risk (especially liquidity risk) as well as reputation risk.
Sfil Group conducted a climate-related risk mapping which resulted in the identification of transition and physical
risk factors and the analysis of the materiality of their impacts in reference to the other traditional categories of
risk. Two time horizons have been considered: the strategic plan time horizon (short and medium-terms (less than
five (5) years) and long-term (beyond five (5) years until 2050)). Climate and environmental risks may deteriorate
the credit risk profile of local public sector and export credit counterparties exposed to more severe and more

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frequent extreme weather events (flood, storms, etc.) and to higher investment needs to adjust to a more sustainable
economic model. Climate and environmental risks may also affect Sfil's capacity to ensure Caffil's business
continuity in case of physical risks. They can also have a significant impact on Caffil's extra-financial rating and
more globally on Caffil's reputation risk related to the financing of potential environmentally controversial
activities as well as regulatory risk. This increased reputational risk would result in higher cost of funding or a
deterioration of Caffil's issuance capacity, in a context of a fast-changing regulatory framework. Lastly, they can
ultimately have an impact on Sfil Group's strategy and business model.
In 2023 and 2024, Sfil Group has made significant progress in the quantification of physical and transition risks
and their integration into its risk management framework, with the construction of a methodology for rating climate
and environmental risks for the local public sector. Sfil Group thus assessed all the relevant climate and
environmental risks for local authorities (municipalities, groups with their own tax system, groups without their
own tax system, departments and regions) in its portfolio on an individual basis.
5.2. Social risk
Business relationships with clients and suppliers that do not respect fundamental social principles, such as human
rights, protection of and respect for the environment, and compliance with anti-bribery laws, represent a risk that
could damage Caffil's reputation and generate financial losses. As mentioned above, the deterioration of the Sfil
Group's image could lead to higher financing costs for the entity and reduce the company's overall margin by
several million euros.
5.3. Governance risk
Given the regulatory environment, the risk associated with bribery, conflicts of interest, fraud, money laundering
and terrorist financing could result in criminal prosecution and significant penalties. This risk is also likely to harm
Caffil's reputation.
Non-compliance with applicable personal data protection laws could result in significant penalties. In addition,
vulnerabilities in the information systems could lead to personal data leaks, ransom demands and fraud. These
risks are also likely to cause Caffil reputational damage.
As mentioned above, the deterioration of the Sfil Group's image could lead to higher financing costs for the entity
and reduce the company's overall margin by several million euros.
6. Société de crédit foncier specific risk
6.1. Risks linked to compliance with the coverage ratio required of it under French law
The coverage ratio of Caisse Française de Financement Local, or the ratio between the Cover Pool assets and the
debt benefiting from the Privilège issued by Caisse Française de Financement Local, may be subject to fluctuation
in the future. Fluctuation may be driven by factors such as the purchase or origination of assets at a different pace
than issuances of obligations foncières, the use of certain assets as collateral for liquidity operations with the
Banque de France and to obtain financing from credit institution in the form of repurchase agreement, or the
changes in the requirements of the rating agencies. French law requires that the total amount of assets of sociétés
de crédit foncier must be at least equal to 105% of the amount of liabilities benefiting from the Privilège. Credit
rating agencies may request higher coverage ratios in order to maintain the current ratings assigned to Caisse
Française de Financement Local's obligations foncières. On 31 December 2024, the coverage ratio was equal to
119.4%.
As the Cover Pool is limited to credits to or guaranteed by French public sector entities, including various local
governments and municipalities, the coverage ratio may decline in the event of a decrease in the value of those
interests, such as in the case of significant defaults in payment. The coverage ratio is monitored by the specific
controller (the "Contrôleur Spécifique") to confirm compliance with French law upon each issuance of obligations
foncières. If a material amount of assets in the Cover Pool were to default, Caisse Française de Financement Local
may not be able to purchase new assets as a substitute for the defaulting assets and thus to maintain the required
level of assets within the Cover Pool. Failure to maintain the required coverage ratio could also result in Caisse
Française de Financement Local being unable to issue further Obligations Foncières or refinance existing
Obligations Foncières, adversely affecting its business, financial condition, cash flows and results of operations.
Non-compliance with the required coverage ratio would lead the French Resolution and Prudential Control
Authority (Autorité de contrôle prudentiel et de résolution) to ask the management of Caisse Française de
Financement Local to remedy the situation, and ultimately could lead to the institution of substitute management
by the French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de résolution), or a
loss of Caisse Française de Financement Local's status as a société de crédit foncier.
6.2. Compliance of the assets in the Cover Pool with the eligibility criteria
For all French loans contained in Caisse Française de Financement Local's Cover Pool, the eligibility is verified
through a daily control carried out by Sfil. Nevertheless, assets in the Cover Pool at the time of acquisition or at
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any given time may not comply with the applicable eligibility criteria. As an illustration, the Cover Pool comprises
bonds issued by banks compliant with the Covered Bond Directive if only their rating is above a certain threshold.
In case of rating downgrade, these bonds would lose their eligibility. In addition, loans to certain clients could be
automatically transfered to other entities that are not eligible, in case of reorganisation of public services. Were
there to be material non-compliance as to a large enough portion of Caisse Française de Financement Local's Cover
Pool assets, Caisse Française de Financement Local would be required to sell its non-compliant assets, leading to
losses and, in certain circumstances, to a reduction in the coverage ratio, and it may be unable to issue further
Obligations Foncières or meet payment obligations on existing Obligations Foncières, adversely affecting Caisse
Française de Financement Local's business, financial condition, cash flows and results of operations.
In its business of refinancing large export credit, Caisse Française de Financement Local grants loans to its parent
company Sfil, to refinance its export credit. These refinancing loans benefit from a 100% guarantee of the French
State which entitles such loans to be eligible to the Cover Pool. Should a refinancing loan loose the benefit of the
guarantee, it could become not eligible to the Cover Pool, and Caisse Française de Financement Local would either
notify Sfil a mandatory redemption of the loan or reclassify the asset as a replacement asset within the regulatory
limit and subject to a sufficient rating of Sfil. In certain circumstances, Sfil may not be able to redeem the loan or
the reclassification may not be possible; in such cases, Caisse Française de Financement Local would not be
compliant with regulation and this could deteriorate its reputation or lead to an interdiction of issuing new
obligations foncières.
II. RISKS RELATING TO THE OBLIGATIONS FONCIÈRES
1. Risk relating to the nature of the Programme and the parties involved in its functioning
1.1. The Issuer has sole liability under the Obligations Foncières
The Issuer has traditionally benefitted from the financial support of its parent company, including arrangements
designed to ensure its continued liquidity and viability, including large amounts of equity, long-term loan financing
and further liquidity through a current account agreement. None of the various arrangements, including the
"declaration of support" from Sfil, constitutes a guarantee of the Issuer's obligations to its creditors. The Issuer is
solely responsible for its obligations to its creditors, is the only entity with the obligation to pay principal and
interest in respect of the Obligations Foncières and cannot legally rely on any other entity to this end. The
Obligations Foncières are not guaranteed by Sfil or any other person.
As of 31 December 2024, the Cover Pool amounts to EUR 64.7 billion, of which EUR 59.3 billion of local public
sector loans and bonds and export credit loans and EUR 5.4 billion of cash surplus. The Cover Pool may not be
sufficient to pay in full the amounts payable under the Obligations Foncières, especially for Obligations Foncières
with the longest maturities.
Should the Issuer default from its obligations under the Obligations Foncières, holders of Obligations Foncières
will have no other external remedies than to request such payment from the Issuer. As a consequence, the situation
of the holders of Obligations Foncières may be adverserly and materially affected and holders of Obligations
Foncières could lose all of their investments in the Obligations Foncières.
1.2. Holders have access to a limited description of the Cover Pool
Save as provided in the Issuer's annual or semi-annual reports, quarterly reports on assets quality or quarterly
Harmonised Transparency Template of the Covered Bond Label, holders will not receive more detailed statistics
or information in relation to the loans or other assets contained or to be contained in the Issuer's Cover Pool.
Although the Contrôleur Spécifique will monitor the Issuer's compliance with asset portfolio requirements and the
coverage ratio under French law, the report of the Contrôleur Spécifique is not publicly available. Furthermore,
the composition of the Cover Pool is dynamic and is expected to change during the term of any Obligations
Foncières, details of which may not be available to holders of the Obligations Foncières.
As a consequence, the credit quality of the Cover Pool may be gradually adversely affected by new assets.
As of 31 December 2024, the Cover Pool amounts to EUR 64.7 billion, of which EUR 59.3 billion of local public
sector loans and bonds and export credit refinancing loans and EUR 5.4 billion of cash surplus. In addition, the
weighted average life of assets eligible for the over-collateralization was 6.79 years.
1.3. Holders of Obligations Foncières issued under the Programme may not declare the Obligations Foncières
immediately due and payable under any circumstances, including a default in the payment by the Issuer of
any interest or principal due in respect of the Obligations Foncières
Obligations Foncières issued under the Programme may not be declared immediately due and payable under any
circumstances, including a default in the payment by the Issuer of any principal or interest due in respect of the
Obligations Foncières. Certain events that are customarily considered events of default under debt instruments
giving rise to a right on the part of the registered holder to declare such debt instrument immediately due and
payable, such as the Issuer filing for bankruptcy, cross-defaults or insolvency proceedings, will not give rise to the
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right on the part of the holders of Obligations Foncières issued under the Programme to declare the Obligations
Foncières immediately due and payable. Pursuant to the terms of the French Code monétaire et financier, all cash
flows generated by the Issuer's assets and by derivatives transactions together with deposits made by the Issuer
with other credit institutions, that in each case are eligible assets within the meaning of Articles L.513-3 to L.513-
10 of the French Code monétaire et financier, are allocated as a matter of absolute priority to servicing Obligations
Foncières or other privileged liabilities of the Issuer as they fall due.
As a consequence, for the holders of Obligations Foncières with the longest maturity the situation may be
adverserly and materially affected and they could lose all of their investments in the Obligations Foncières.
2. Risks relating to the structure of a particular issue of Obligations Foncières under the Programme
2.1 Interest rate risks relating to the Obligations Foncières
2.1.1 Fixed Rate Obligations Foncières
Condition 5(b) of the Terms and Conditions of the Obligations Foncières allows for the issuance of
Obligations Foncières that pay a fixed rate of interest to holders of Obligations Foncières. Investment in
Obligations Foncières which bear interest at a Fixed Rate involves the risk that subsequent changes in
market interest rates may adversely affect the value of the relevant Tranche of Obligations Foncières.
While the nominal interest rate of a Fixed Rate Obligation Foncière is determined for the term of such
Obligation Foncière or for a given period of time, the market interest rate typically varies on a daily basis.
As the market interest rate changes, the price of the Fixed Rate Obligation Foncière varies in the opposite
direction. If the market interest rate increases, the price of the Fixed Rate Obligation Foncière typically
decreases, until the yield of such Fixed Rate Obligation Foncière equals approximately the market interest
rate. If the market interest rate decreases, the price of the Fixed Rate Obligation Foncière typically
increases, until the yield of such Fixed Rate Obligation Foncière equals approximately the market interest
rate.
Movements of the market interest rate can adversely affect the price of the Fixed Rate Obligation Foncière
and can lead to losses if they sell Obligations Foncières during the period in which the market interest rate
exceeds the fixed rate of such Obligation Foncière. It is difficult to anticipate future market volatility in
interest rates, but any such volatility may have a significant adverse effect on the price of the Obligations
Foncières and cause holders of Obligations Foncières who sell Obligations Foncières on the secondary
market to lose part of their initial investment.
2.1.2 Floating Rate Obligations Foncières
Condition 5(c) of the Terms and Conditions of the Obligations Foncières allows for the issuance of
Obligations Foncières that pay a floating rate of interest to holders of Obligations Foncières. Investment
in Obligations Foncières which bear interest at a Floating Rate comprise (i) a reference rate and (ii) a
margin to be added or subtracted, as the case may be, from such base rate. Typically, the relevant margin
will not change throughout the life of the Obligations Foncières but there will be a periodic adjustment (as
specified in the Final Terms) of the reference rate (e.g., every three months or six months) which itself will
change in accordance with general market conditions. Accordingly, the market value of Floating Rate
Obligations Foncières may be volatile if changes, particularly short term changes, to market interest rates
evidenced by the relevant reference rate can only be reflected in the interest rate of these Obligations
Foncières upon the next periodic adjustment of the relevant reference rate.
A key difference between Floating Rate Obligations Foncières and Fixed Rate Obligations Foncières is
that interest income on Floating Rate Obligations Foncières cannot be anticipated. Due to varying interest
income, investors are not able to determine a definite yield of Floating Rate Obligations Foncières at the
time they purchase them, so that their return on investment cannot be compared with that of investments
having longer fixed interest periods. If the Terms and Conditions of the Obligations Foncières provide for
frequent interest payment dates, investors are exposed to the reinvestment risk if market interest rates
decline. That is, investors may reinvest the interest income paid to them only at the relevant lower interest
rates then prevailing. In addition, the Issuer's ability to also issue Fixed Rate Obligations Foncières may
affect the market value and the secondary market (if any) of the Floating Rate Obligations Foncières (and
vice versa).
2.1.3 Fixed/Floating Rate Obligations Foncières and Fixed Rate/Formula Obligations Foncières
Condition 5(d) of the Terms and Conditions of the Obligations Foncières and Condition 5(e) of the Terms
and Conditions of the Obligations Foncières respectively allow the issue of Fixed/Floating Rate
Obligations Foncières and, in respect of Obligations Foncières having a denomination of at least €100,000,
Fixed Rate/Formula Obligations Foncières which bear interest at a rate that converts either automatically
or at the option of the Issuer from (i) a Fixed Rate to a Floating Rate or a Floating Rate to a Fixed Rate or
(ii) a Fixed Rate to a rate of interest linked to a Formula or a rate of interest linked to a Formula to a Fixed
28
Rate. Such a feature to convert the interest basis, and any conversion of the interest basis, may affect the
secondary market, the yield on, and the market value of, such Obligations Foncières as the change of
interest basis may result in a lower interest return for holders of Obligations Foncières. Where the
Obligations Foncières convert from a Fixed Rate to a Floating Rate or a rate of interest linked to a Formula,
the spread on the Fixed/Floating Rate Obligations Foncières or Fixed Rate/Formula Obligations Foncières,
as applicable, may be less favourable than then prevailing spreads on comparable Floating Rate Obligations
Foncières or Fixed Rate/Formula Obligations Foncières, as applicable, tied to the same reference rate or
rate of interest linked to a Formula. In addition, the new Floating Rate or rate of interest linked to a Formula
at any time may be lower than the rates on other Obligations Foncières. Where the Obligations Foncières
convert from a Floating Rate or a rate of interest linked to a Formula to a Fixed Rate, the Fixed Rate may
be lower than then prevailing rates on those Obligations Foncières and could affect the market value of an
investment in the relevant Obligations Foncières. Therefore, investors could receive a lower return on the
Obligations Foncières and, as a result, lose all or part of their investment in the Obligations Foncières.
Where conversion is at the option of the Issuer, the Issuer may not exercise such option.
2.1.4 Inflation Linked Obligations Foncières
Conditions 5(c)(iv), 6(c) and 6(d)(ii) of the Terms and Conditions of the Obligations Foncières allows for
the issuance of Obligations Foncières with principal and/or interest determined by reference to the rate of
inflation in France or in the European Monetary Union ("Inflation Linked Obligations Foncières").
Inflation Linked Obligations Foncières are securities which do not provide for predetermined redemption
amounts and/or interest payments but amounts due in respect of principal and/or interest will be dependent
upon the performance of one or more inflation indices, which themselves may contain substantial credit,
interest rate, foreign exchange, time value, political and/or other risks and will be one of (i) the consumer
price index (excluding tobacco) for all households in France or the relevant substitute index, as calculated
and published monthly by the INSEE, or (ii) the harmonised index of consumer prices (excluding tobacco)
or the relevant substitute index measuring the rate of inflation in the European Monetary Union, as
calculated and published monthly by Eurostat (each, an "Inflation Index" and together, the "Inflation
Indices"). If the value of the relevant Inflation Index calculated at any time prior to the maturity date is
lower than the value of such index at the time of the issue of the Obligations Foncières or at the time of
purchase by the holders of Obligations Foncières, then the amount of interest payable by the Issuer and/or
the principal of Inflation Linked Obligations Foncières may vary. Holders of such Obligations Foncières
may receive no interest.
Each holder of Obligations Foncières linked to an Inflation Index may receive a Final Redemption Amount
which will be determined on the basis of a formulae and by reference to an IIR (as defined in Condition 6(c)
of the Terms and Conditions of the Obligations Foncières) ratio. If the calculated Final Redemption Amount
is below par, the Obligations Foncières will be redeemed at par. An investment in Inflation Linked
Obligations Foncières therefore entails significant risks which include, among other things, the possibility
that:
• such Inflation Indices may be subject to significant changes, whether due to the composition of any
such Inflation Index itself, or because of fluctuations in value of the Inflation Indices;
• the resulting interest rate will be less (or may be more) than that payable on a conventional debt
security issued by the Issuer at the same time; and/or
• it may not be possible for investors to hedge their exposure to these various risks relating to Inflation
Linked Obligations Foncières.
In addition, the value of Inflation Linked Obligations Foncières on the secondary market is subject to
greater levels of risk than the value of other Obligations Foncières and the market price of such Obligations
Foncières may be very volatile. The secondary market, if any, for Inflation Linked Obligations Foncières
will be affected by a number of factors, independent of the creditworthiness of the Issuer and the value of
the applicable Inflation Index, including the volatility of the applicable Inflation Index, the time remaining
to the maturity of such Obligations Foncières, the amount outstanding of such Obligations Foncières and
market interest rates. The value of the applicable Inflation Index depends on a number of interrelated
factors, including economic, financial and political events, over which the Issuer has no control.
Holders of Inflation Linked Obligations Foncières are exposed to the risk that changes in the levels of the
Inflation Indices may adversely affect the value of such Obligations Foncières and, as a result, investors
could lose part of their investment.




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2.1.5 Formulas relating to Obligations Foncières
Formulas
Condition 5(c)(v) of the Terms and Conditions of the Obligations Foncières allows for the issuance
of Obligations Foncières having a denomination of at least €100,000 with interest determined by
reference to the Index Formula, the Underlying Formula, the CPI Formula, the HICP Formula or the
Binary Formula (together, the "Formulas"), where interest amounts are dependent upon a formula
(such Obligations Foncières being referred as to "Formula Obligations Foncières").
Formula Obligations Foncières can be volatile investments. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those features, their
market values may be even more volatile than those for securities that do not include those features
and such volatility may have a significant adverse effect on the market value of the Obligations
Foncières.
Holders of Formula Obligations Foncières are exposed to the risk that changes in the levels of the
underlyings and/or indices of the Formulas may adversely affect the value of such Obligations
Foncières and, as a result, investors could lose part of their investment.
Formula Obligations Foncières (other than the Binary Formula - please refer to the risk factor
entitled "Binary Formula" below)) are securities which do not provide for predetermined interest
payments but amounts due in respect of interest that will be dependent upon the performance of one
or more underlyings and/or indices which themselves may contain substantial credit, interest rate,
foreign exchange, time value, political and/or other risks.
An investment in Formula Obligations Foncières therefore entails significant risks which include,
among other things, the possibility that:
• such underlyings and/or indices may be subject to significant changes, whether due to the
composition of any such underlying and/or index itself, or because of fluctuations in value
of the underlyings and/or indices;
• the resulting interest rate will be less (or may be more) than that payable on a conventional
debt security issued by the Issuer at the same time; and
• it may not be possible for investors to hedge their exposure to these various risks relating to
Formula Obligations Foncières.
Binary Formula
Condition 5(c)(v)(E) of the Terms and Conditions of the Obligations Foncières allows for the
issuance of Obligations Foncières having a denomination of at least €100,000 with predetermined
interest rate depending on the value of underlyings and/or indices, and in particular, whether the
value of the underlyings and/or indices on a relevant observation date falls above or below a
specified barrier.
Obligations Foncières linked to the Binary Formula may also depend on the difference between
underlyings, indices and rates having different terms (spread). In the event that the difference
between underlyings, indices and rates having different terms increases or decreases, it could fall
above or below the specified barrier.
The barrier is a critical threshold that determines the applicable interest rate. If the value of the
underlyings, indices and/or spreads falls below the barrier, a different interest rate will apply than
the rate that would have applied if the value of the underlyings, indices and/or spreads had fallen
above the barrier.
If the value of the underlyings, indices and/or spreads falls above or below the barrier, the interest
amount to be paid on the relevant interest payment date may be lower than the interest amount to be
paid otherwise, as specified in the relevant Final Terms.
The value of the underlyings, indices and/or spreads can be highly volatile and depend on a variety
of factors including market conditions, economic events and changes in market interest rates. This
volatility can result in the underlyings, indices and/or spreads' value frequently crossing the barrier,
leading to uncertainty regarding the applicable interest rate.
Changes in the value of the underlyings, indices and/or spreads may therefore have consequences
on the interest amounts paid in respect of the Obligations Foncières linked to the Binary Formula
and holders of Obligations Foncières linked to the Binary Formula may receive lower interest
amounts than anticipated. Any such volatility may have a significant adverse effect on the market

30
value of the Obligations Foncières linked to the Binary Formula and holders of Obligations
Foncières linked to the Binary Formula may, as a result, lose part of the investment in such
Obligations Foncières.
Furthermore, if the value of the underlyings, indices and/or spreads remains below the barrier for
extended periods, investors could receive a lower return on the Obligations Foncières and, as a
result, lose part of their investment in the Obligations Foncières.
Please also see the risk factor entitled "Formulas" above also applicable to Obligations Foncières
linked to the Binary Formula.
2.1.6 Reform and regulation of "Benchmarks"
Pursuant to Condition 5(c) of the Terms and Conditions of the Obligations Foncières, the Rate of Interest
in respect of Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières may be
determined by reference to "benchmarks" for the purposes of Regulation (EU) 2016/1011 of the European
Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and
financial contracts or to measure the performance of investment funds, as amended (the "Benchmarks
Regulation").
Interest rates and indices which are deemed to be "Benchmarks" (such as CMS Rate, EURIBOR, €STR,
SARON, SOFR, SONIA, TEC10 or any other reference rate specified in the relevant Final Terms) are the
subject of recent national and international regulatory guidance and proposals for reform. Some of these
reforms are already effective whilst others are still to be implemented. These reforms may cause such
"Benchmarks" to perform differently from the past, to disappear entirely, to be subject to revised calculation
methods, or have other consequences that cannot be predicted. Any such consequence could have an
adverse effect on any Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières
linked to or referencing such a "Benchmark".
If a "Benchmark" were discontinued or otherwise unavailable, the rate of interest on Floating Rate
Obligations Foncières or Fixed/Floating Rate Obligations Foncières which are linked to or which reference
such "Benchmark" will be determined for the relevant period by the fallback provisions applicable to such
Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières (it being specified that
if the Reference Rate has been discontinued or a Benchmark Event has occurred, a specific fallback shall
apply - please refer to the risk factor entitled "The occurrence of a Benchmark Event could have a material
adverse effect on the value of and return on any Obligations Foncières linked to or referencing
"Benchmarks" below). However, such fallback provisions may be deviated from if deemed unsuitable by
the Commission or the relevant national authority, as further explained below.
Depending on the manner in which a benchmark rate is to be determined under the Terms and Conditions
of the Obligations Foncières, this may (i) if ISDA Determination or FBF Determination applies, be reliant
upon the provision by reference banks of offered quotations for the benchmark rate which, depending on
market circumstances, may not be available at the relevant time or (ii) if Screen Rate Determination applies,
result in the effective application of a fixed rate based on the rate which applied in the previous period when
the "Benchmark" was available. Any of the foregoing could have an adverse effect on the value or liquidity
of, and return on, any Obligations Foncières linked to or referencing a "Benchmark".
The Benchmarks Regulation was notably amended by Regulation (EU) 2021/168 of the European
Parliament and of the Council of 10 February 2021 which introduces a harmonised approach to deal with
the cessation or wind-down of certain "Benchmarks" (such as EURIBOR). In addition, Commission
Delegated Regulation (EU) 2023/2222 of 14 July 2023 extending the transitional period laid down for third-
country benchmarks in Article 51(5) of Regulation (EU) 2016/1011 of the European Parliament and the
Council extended the transitional provisions applicable to third-country "Benchmarks" until the end of
2025. Such developments may create uncertainty regarding any future legislative or regulatory
requirements arising from the implementation of delegated regulations and could have an adverse effect on
any Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières linked to or
referencing such a "Benchmark".
2.1.7 Risks relating to Obligations Foncières which are linked to €STR, SARON, SOFR and SONIA
The market continues to develop in relation to adoption of risk-free rates (including overnight rates) as
reference rates for Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières.
These new overnight risk-free rates are still however in very early stages of development and they may not
be widely adopted by market users.
The Final Terms for a Series of Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations
Foncières may provide that the Rate of Interest for such Obligations Foncières will be determined by
reference to such overnight risk-free rates such as the Euro short term rate ("€STR"), the Swiss Average

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Rate Overnight ("SARON"), the Secured Overnight Financing Rate ("SOFR") or the Sterling Overnight
Index Average ("SONIA").
The market or a significant part thereof may adopt an application of €STR, SARON, SOFR and SONIA
that differs significantly from that set out in the Terms and Conditions of the Obligations Foncières and
used in relation to Floating Rate Obligations Foncières issued under this Base Prospectus that reference
€STR, SARON, SOFR or SONIA.
The continued development of these overnight risk-free rates as interest reference rates for the Eurobond
markets, as well as continued development of such rates for such markets and the market infrastructure for
adopting such rates, could result in reduced liquidity or increased volatility or could otherwise affect the
market price of the Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières. The
return on and value of €STR-, SARON-, SOFR- or SONIA-linked Obligations Foncières may fluctuate
more than Obligations Foncières that are linked to less volatile rates. Since overnight risk-free rates are
relatively new market indices, the Obligations Foncières will likely have no established trading market
when issued, and an established trading market may never develop or may not be very liquid. Investors in
the Obligations Foncières may not be able to sell the Obligations Foncières at all or may not be able to sell
the Obligations Foncières at prices that will provide them with a yield comparable to similar investments
that have a developed secondary market, and may consequently suffer from increased pricing volatility and
market risk.
Interest on Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières that
reference €STR, SARON, SOFR or SONIA is only capable of being determined at the end of the relevant
Interest Accrual Period and shortly prior to the relevant Interest Payment Date. It may be difficult for
investors in Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières that
reference €STR, SARON, SOFR or SONIA to reliably estimate the amount of interest that will be payable
on such Floating Rate Obligations Foncières.
The mismatch between the adoption of such reference rates across these markets may impact negatively
any hedging or other financial arrangements which they may put in place in connection with any acquisition,
holding or disposal of any Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations
Foncières referencing €STR, SARON, SOFR or SONIA.
2.1.8 The discontinuance of a reference rate or occurrence of a Benchmark Event could have a material
adverse effect on the value of and return on any Obligations Foncières linked to or referencing
"Benchmarks"
Where FBF Determination, ISDA Determination or Screen Rate Determination is specified as the manner
in which the Rate of Interest in respect of the Floating Rate Obligations Foncières or Fixed/Floating Rate
Obligations Foncières is to be determined and the reference rate has been discontinued or a Benchmark
Event (only applicable for Screen Rate Determination, as further described in Condition 5(c)(iii)(D) of the
Terms and Conditions of the Obligations Foncières, it being specified that this Condition shall not apply to
€STR, SARON, SOFR and SONIA) has occurred, the Rate of Interest on the affected Floating Rate
Obligations Foncières or Fixed/Floating Rate Obligations Foncières will be changed in ways that may be
adverse to holders of such Obligations Foncières, without any requirement to obtain the consent of such
holders.
Pursuant to the Terms and Conditions of any Floating Rate Obligations Foncières or Fixed/Floating Rate
Obligations Foncières for which Screen Rate Determination is specified, such fallback arrangements
include the possibility that the Rate of Interest could be set by reference to a Successor Rate or an
Alternative Rate (both as defined in Condition 5(c)(iii)(D) of the Terms and Conditions of the Obligations
Foncières), and may include concomitant changes to the Terms and Conditions of the Obligations Foncières
necessary to make the Alternative Rate or the Successor Rate (as defined in Condition 5(c)(iii)(D) of the
Terms and Conditions of the Obligations Foncières) as comparable as possible to the previous Reference
Rate, all as determined by the Independent Adviser and without the consent of the holder of Obligations
Foncières.
In certain circumstances, including where no Successor Rate or Alternative Rate (as applicable) is
determined or due to the uncertainty concerning the availability of Successor Rates or Alternative Rates
and the involvement of an Independent Adviser, the relevant fallback provisions may not operate as
intended at the relevant time and the Alternative Rate or Successor Rate may perform differently from the
discontinued or otherwise unavailable "Benchmark". In addition, pursuant to Regulation (EU) 2021/168 of
the European Parliament and of the Council of 10 February 2021 they may be deviated from if deemed
unsuitable by the Commission or the relevant national authority.
If the Independent Adviser is unable to determine an appropriate Alternative Rate or Successor Rate for any
Reference Rate on or prior to the next following relevant Floating Rate Determination Date, then the

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provisions for the determination of the Rate of Interest on the affected Floating Rate Obligations Foncières
or Fixed/Floating Rate Obligations Foncières will not be changed. In such cases, the Terms and Conditions
of the Obligations Foncières provide that the Rate of Interest on such Floating Rate Obligations Foncières
or Fixed/Floating Rate Obligations Foncières shall be the Rate of Interest determined on the previous
relevant Floating Rate Determination Date, as determined by the Calculation Agent (i.e. which may result
in the effective application of a fixed rate). In such circumstances and a rising interest rate environment,
holders of Obligations Foncières will, consequently, not benefit from any increase in rates. The trading
value and return of such Floating Rate Obligations Foncières or Fixed/Floating Rate Obligations Foncières
could therefore be adversely and materially affected.
Moreover, any of the above matters or any other significant change to the setting or existence of any relevant
rate could affect the ability of the Issuer to meet its obligations under the Floating Rate Obligations
Foncières or Fixed/Floating Rate Obligations Foncières or could have a material adverse effect on the value
or liquidity of, and the amount payable under, the Floating Rate Obligations Foncières or Fixed/Floating
Rate Obligations Foncières. Investors should note that, the Independent Adviser will have discretion to
adjust the relevant Successor Rate or Alternative Rate (as applicable) in the circumstances described above.
Any such adjustment could have unexpected commercial consequences and, due to the particular
circumstances of each holder of Obligations Foncières, any such adjustment may not be favourable to each
holder of Obligations Foncières.
2.1.9 Zero Coupon Obligations Foncières
Condition 5(f) of the Terms and Conditions of the Obligations Foncières allows for the issuance of
Obligations Foncières that pay no interest to holders of Obligations Foncières. Changes in market interest
rates have a substantially stronger impact on the prices of Zero Coupon Obligations Foncières than on the
prices of ordinary Obligations Foncières because the discounted issue prices of Zero Coupon Obligations
Foncières are generally substantially below their par value. If market interest rates increase, holders of Zero
Coupon Obligations Foncières are exposed to greater price declines than holders of other securities with
comparable maturity and credit rating. Zero Coupon Obligations Foncières are a type of investment
associated with a particularly high risk of price fluctuation. Due to their leverage effect, Zero Coupon
Obligations Foncières are a type of investment associated with a particularly high price risk and holders of
Obligations Foncières may, as a result, lose all or part of their investment in the Obligations Foncières.
2.1.10 Obligations Foncières issued at a substantial discount or premium
The relevant Final Terms of a Tranche of Obligations Foncières will specify the relevant issue price. The
market values of securities issued at a substantial discount or premium from their principal amount tend to
fluctuate more in relation to general changes in interest rates than do prices for conventional interest bearing
securities. Generally, the longer the remaining term of the securities, the greater the price volatility as
compared to conventional interest-bearing securities with comparable maturities. It is difficult to anticipate
future market volatility in interest rates, but any such volatility may have an adverse effect on the value of
the Obligations Foncières. Therefore, holders of Obligations Foncières issued at a substantial discount or
premium could be exposed to greater losses on their investment than holders of conventional interest-
bearing securities.
2.2 Risk relating to the redemption at the option of the Issuer of the Obligations Foncières
Any optional redemption feature of Obligations Foncières (as provided in Condition 6(b), Condition 6(d),
Condition 6(e) and Condition 6(i) of the Terms and Conditions of the Obligations Foncières) is likely to limit their
market value. During a period when the Issuer may elect, or has elected, to redeem Obligations Foncières, such
Obligations Foncières may feature a market value not substantially above the price at which they can be redeemed.
In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at
an effective interest rate as high as that of the Obligations Foncières and may only be able to do so at a lower rate.
In addition, the Issuer may decide to redeem the Obligations Foncières in part only. In the case of a partial
redemption of Dematerialised Obligations Foncières, such partial redemption shall be effected by reducing the
nominal amount of all such Obligations Foncières in proportion to the aggregate nominal amount redeemed. In
the case of a partial redemption of Materialised Obligations Foncières, the notice to holders of Materialised
Obligations Foncières shall also contain the numbers of the Definitive Materialised Obligations Foncières to be
redeemed which shall have been drawn in such place and in such manner as may be fair and reasonable in the
circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and
Regulated Market or stock exchange requirements. Depending on the proportion of the principal amount of all of
the Dematerialised Obligations Foncières so reduced or the number of the Definitive Materialised Obligations
Foncières to be redeemed, any trading market in respect of those Obligations Foncières in respect of which such
option is not exercised may become illiquid. The liquidity of the Obligations Foncières may be adversely affected
to the extent such partial redemption is exercised and such reduced liquidity could have an adverse effect on the
value of the Obligations Foncières.
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2.3 Risk relating to the rating of the Obligations Foncières
Obligations Foncières issued under the Programme are expected to be rated Aaa by Moody's and/or AAA by DBRS.
The credit rating of the Obligations Foncières will be specified in the relevant Final Terms. Any such ratings may not
continue for any period of time or may be reviewed, revised, suspended or withdrawn entirely by any of the rating
agencies, such as Moody's and DBRS or their respective successors and/or by any other rating agency, without notice
as a result of changes in or unavailability of information or if, in the judgment of the rating agencies, circumstances so
warrant. A qualification, downgrade or withdrawal of any of the ratings mentioned above may adversely and materially
affect both the value of the Obligations Foncières or their marketability in secondary market transactions and adversely
affect the Issuer's ability to issue new Obligations Foncières.
The rating reflects the relative likelihood that the Obligations Foncières are repaid as per their Terms and
Conditions as judged by one or more independent credit rating agencies. In addition, an investment in the
Obligations Foncières involves (i) the risk that subsequent changes in the actual or perceived creditworthiness of
the Issuer may adversely affect the market value of the relevant Obligations Foncières and (ii) taking credit risk
on the Issuer because if the financial situation of the Issuer deteriorates, it may not be able to fulfil all or part of its
payment obligations under the Obligations Foncières, and investors may lose all or part of their investment.
Please also refer to the risk factor 3.1 entitled "Credit rating of Caisse Française de Financement Local's
Obligations Foncières may be affected by the credit rating of Sfil and the French State" above.
2.4 Risks relating to Green Obligations Foncières, Social Obligations Foncières and Sustainability Obligations
Foncières
The Final Terms relating to any specific Tranche of Obligations Foncières may provide that it will be the Issuer's
intention to allocate an amount equivalent to the net proceeds of the issue of those Obligations Foncières to:
(i) Eligible Green Loans as defined in the green, social and sustainability bond framework (as may be amended
or supplemented from time to time) (the "Sfil Group Green, Social and Sustainability Bond
Framework") (such Obligations Foncières being "Green Obligations Foncières");
(ii) Eligible Social Loans as defined in the Sfil Group Green, Social and Sustainability Bond Framework (such
Obligations Foncières being "Social Obligations Foncières"); or
(iii) Eligible Green Loans and Eligible Social Loans as defined in the Sfil Group Green, Social and
Sustainability Bond Framework (such Obligations Foncières being "Sustainability Obligations
Foncières"),
such Sfil Group Green, Social and Sustainability Bond Framework being published on the website of Sfil website
(https://sfil.fr/obligations-vertes-sociales-durables/ or https://sfil.fr/en/green-social-and-sustainable-bonds/), for
an issue of Green Obligations Foncières, Social Obligations Foncières and Sustainability Obligations Foncières
as specified in the relevant Final Terms.
The definition (legal, regulatory or otherwise) of, and market consensus for a particular project to be defined as, a
"sustainable" or "social" project or benefit from a similar label is still under development.
Regulation (EU) No 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment
of a framework to facilitate sustainable investment, as amended or completed (the "Taxonomy Regulation")
defines the criteria to determine whether an economic activity can be considered environmentally sustainable. As
at the date of this Base Prospectus, Eligible Green Loans defined in the Sfil Group Green, Social and Sustainability
Bond Framework do not necessarily comply with the criteria of the Taxonomy Regulation.
Furthermore, on 23 October 2023, the Council adopted a regulation creating a European green bond standard
(the "EuGB Regulation") based on the Taxonomy Regulation. The Green Obligations Foncières issued under this
Programme will not be issued in accordance with the EuGB Regulation and are intended to comply only with the
criteria set out in the Sfil Group Green, Social and Sustainability Bond Framework. At this stage, the impact that
the EuGB Regulation could have on green obligations foncières (such as the Green Obligations Foncières) that
do not comply with the EuGB Regulation is not clear, but it could result in a decrease in investor demand for such
green obligations foncières, a decrease in their market value or in their liquidity.
For reasons beyond the Issuer's control, the use of proceeds of any Green Obligations Foncières, Social
Obligations Foncières or Sustainability Obligations Foncières may not satisfy any present or future legislative or
regulatory requirements, or any present or future investor expectations or requirements with respect to investment
criteria or guidelines with which any investor or its investments are required to comply under its own by-laws or
other governing rules or investment portfolio mandates. The investors' expectations may also change over time
and may affect the attractiveness and competitiveness of the Green Obligations Foncières, Social Obligations
Foncières or Sustainability Obligations Foncières for investors. This may affect the price or the value and the



34
liquidity of the Green Obligations Foncières, Social Obligations Foncières or Sustainability Obligations
Foncières.
The Issuer intends to apply the proceeds of any Green Obligations Foncières, Social Obligations Foncières or
Sustainability Obligations Foncières, as the case may be, to finance and/or refinance Eligible Green Loans and/or
Eligible Social Loans, as the case may be. However, for reasons beyond the Issuer's control (i) the relevant loan
or use(s) the subject of, or related to, any loan, may not be capable of being implemented in or substantially in
such manner and/or in accordance with any timing schedule and (ii) such loan may not be completed within any
specified period or at all or with the results or outcome as originally expected or anticipated by the Issuer.
Accordingly, such proceeds may not be totally applied as initially planned. In addition, Sfil Group may change the
Sfil Group Green, Social and Sustainability Bond Framework at any time, in particular, in order to adapt to any
update that may be made to the Green Bond Principles published by the International Capital Market Association
("ICMA") and/or the ICMA's Social Bond Principles and/or the ICMA's Sustainability Bond Guidelines (all on
which the Sfil Group Green, Social and Sustainability Bond Framework is based). Such changes may have a
negative impact on the market value and the liquidity of any Green Obligations Foncières, Social Obligations
Foncières or Sustainability Obligations Foncières issued prior to their implementation. Any such event or failure
by the Issuer will not constitute an event of default under the Green Obligations Foncières, the Social Obligations
Foncières or the Sustainability Obligations Foncières, as the case may be.
In addition, any failure to use the net proceeds from such Green Obligations Foncières, Social Obligations
Foncières or Sustainability Obligations Foncières, as the case may be, with any loan or to meet or continue to
meet the investment requirements of certain environmentally or socially focused investors with respect to such
Green Obligations Foncières, Social Obligations Foncières or Sustainability Obligations Foncières, as the case
may be, may affect the value of such Green Obligations Foncières, Social Obligations Foncières or Sustainability
Obligations Foncières, as the case may be, and/or may have consequences for certain investors with portfolio
mandates to invest in green and/or social assets and consequently, holders of Green Obligations Foncières, Social
Obligations Foncières or Sustainability Obligations Foncières, as the case may be, could lose all or part of their
investment in the Green Obligations Foncières, Social Obligations Foncières or Sustainability Obligations
Foncières, as the case may be.
3. Risks relating to all Series of Obligations Foncières
3.1 Credit Risk
As contemplated in Condition 3 of the Terms and Conditions of the Obligations Foncières, the Obligations
Foncières are direct, unconditional and, pursuant to the provisions of Condition 4 of the Terms and Conditions of
the Obligations Foncières, privileged obligations of the Issuer and rank, and will rank pari passu and without any
preference among themselves and equally and rateably with all other present or future obligations foncières of the
Issuer (including the Obligations Foncières of all other Series) and other resources raised by the Issuer benefiting
from the Privilège.
However, an investment in the Obligations Foncières involves taking credit risk on the Issuer. If the financial
situation of the Issuer deteriorates, it may not be able to fulfil all or part of its payment obligations under the
Obligations Foncières, and investors may lose all or part of their investment.
3.2 French insolvency laws
The Issuer having its registered office in France, French insolvency laws apply to the Issuer.
Under French insolvency law, pursuant to Ordinance (ordonnance) No.2021-1193 of 15 September 2021, which
transposes Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019, in the context
of the opening in France of a safeguard (procédure de sauvegarde), an accelerated safeguard procedure (procédure
de sauvegarde accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) with
respect to the Issuer, the affected parties (parties affectées) (i.e. creditors, including the holders of Obligations
Foncières) are grouped into distinct classes in order to adopt a restructuring plan. The administrator
(administrateur judiciaire) splits, on the basis of verifiable objective criteria, the affected parties between classes
comprising claims or interests with rights that reflect a sufficient commonality of interest, following certain
conditions. As a minimum, the secured and unsecured receivables must be treated in distinct classes in order to
adopt a restructuring plan.
The decision of each class is taken by a two-third (2/3rd) majority of the voting rights of the participating members,
no quorum being required.
If the restructuring plan is not approved by all classes of affected parties, it can still be ratified by the court at the
request of the Issuer or the receiver with the Issuer's consent and be imposed on dissenting classes through a cross-
class cram down, under certain conditions.
As specialised credit institution (établissement de crédit spécialisé), the Issuer is also subject to the provisions of
Article L.613-24 et seq. of the French Code monétaire et financier, which include, inter alia, specific rules
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concerning the opening of insolvency proceedings against credit institutions (établissements de crédit) or financing
companies (sociétés de financement), a specific involvement of the ACPR in the event of bankruptcy of a credit
institution or financing company, an overriding concept of suspension of payment (cessation des paiements) and
other specific rules of liquidation.
However, the Issuer, as société de crédit foncier, benefits from a regime which derogates in many ways from the
French legal provisions relating to insolvency proceedings, including:
(i) in accordance with Article L.513-18 of the French Code monétaire et financier, the provisions of Article
L.632-2 of the French Code de commerce, allowing an administrative receiver to render certain transactions
entered into during the hardening period (période suspecte) null and void, are not applicable to contracts
executed by sociétés de crédit foncier, or to legal transactions in favour of sociétés de crédit foncier,
provided that those contracts or transactions are, without fraud, made in accordance with their exclusive
legal purpose (as defined by Article L.513-2 of the French Code monétaire et financier);
(ii) in accordance with Article L.513-20 of the French Code monétaire et financier, precludes the extension of
insolvency proceedings in respect of the société de crédit foncier parent company to the société de crédit
foncier;
(iii) in accordance with Article L.513-21 of the French Code monétaire et financier, in case of the opening of
any safeguard proceedings (procédure de sauvegarde), judicial reorganisation proceedings (procédure de
redressement judiciaire) or judicial liquidation proceedings (procédure de liquidation judiciaire) against
the credit institution which is acting as manager and/or servicer of the assets and liabilities of the Issuer
(such as the cash manager), the recovery, management and/or servicing contract(s) pursuant to which the
Issuer has delegated to such credit institution the management and/or recovery of its assets may be
immediately terminated by the Issuer notwithstanding any legal provisions to the contrary; and
(iv) pursuant to Article L.513-11 of the French Code monétaire et financier, notwithstanding any legal
provisions to the contrary and in particular the provisions of book VI (Livre VI) of the French Code de
commerce relating to the difficulties of companies (difficultés des entreprises):
(a) the amounts resulting from loans, assimilated receivables, exposures, securities and deposits
(dépôts) referred to in Articles L.513-3 to L.513-7 of the French Code monétaire et financier,
including in respect of any mortgage, charge, lien, or other guarantee or indemnity relating to such
assets, and the forward financial instruments (i.e. derivative transactions) used for hedging as
referred to in Article L.513-10 of the French Code monétaire et financier (in each case, after any
applicable set-off), together with the receivables in respect of deposits made by a société de crédit
foncier with credit institutions (établissements de crédit), are allocated by way of priority to the
payment of any sums due in relation to the obligations foncières and to other resources benefiting
from the Privilège, as mentioned in Article L.513-2, I, 2° of the French Code monétaire et financier;
(b) when a société de crédit foncier (such as the Issuer) is subject to safeguard proceedings (procédure
de sauvegarde), judicial reorganisation proceedings (procédure de redressement judiciaire), judicial
liquidation proceedings (procédure de liquidation judiciaire) or resolution proceedings (procédure
de résolution) opened pursuant to Article L.613-49 of the French Code monétaire et financier, the
amounts regularly originated from the operations referred to in Article L.513-2, I, 2° of the French
Code monétaire et financier (i.e. resources benefiting from the Privilège) are paid to their respective
creditors, on their respective contractual due date and by way of priority to all other receivables,
whether or not preferred or secured, including interests resulting from agreements whatever their
duration is;
(c) no creditor of a société de crédit foncier (such as the Issuer) may avail itself of any right over the
assets and rights of such société de crédit foncier, either in principal or interest, until all creditors
benefiting from the Privilège defined in Article L.513-11 of the French Code monétaire et financier
have been fully paid off;
(d) the safeguard proceedings (procédure de sauvegarde), judicial reorganisation proceedings
(procédure de redressement judiciaire), judicial liquidation proceedings (procédure de liquidation
judiciaire) or resolution proceedings (procédure de résolution) opened pursuant to Article L.613-49
of the French Code monétaire et financier against a société de crédit foncier (such as the Issuer) will
not result in the acceleration of payment of Obligations Foncières and other debts benefiting from
the Privilège; and
(e) notwithstanding anything to the contrary, the safeguard proceedings (procédure de sauvegarde),
judicial reorganisation proceedings (procédure de redressement judiciaire), judicial liquidation
proceedings (procédure de liquidation judiciaire) or resolution proceedings (procédure de
résolution) opened pursuant to Article L.613-49 of the French Code monétaire et financier against
a société de crédit foncier (such as the Issuer) will not result by themselves in the alteration, set-off,
36
suspension or termination of forward financial instruments (i.e. derivative transactions) benefiting
from the Privilège entered into by a société de crédit foncier (such as the Issuer) and then in force.
In the case of insolvency proceedings in respect of the Issuer, the ability of holders of Obligations Foncières to
enforce their rights under the Obligations Foncières may be limited. In addition, the value of the Obligations
Foncières would be adversely affected.
3.3 Modification and waivers
The holders of Obligations Foncières will, in respect of all Tranches in any Series, be grouped automatically for
the defence of their common interests in a Masse and a General Meeting can be held or Written Decisions can be
taken, each as defined in Condition 10 of the Terms and Conditions of the Obligations Foncières. The Terms and
Conditions of the Obligations Foncières permit in certain cases defined majorities to bind all holders of
Obligations Foncières including holders of Obligations Foncières who did not attend and vote at the relevant
General Meeting or did not consent to the Written Decision or holders of Obligations Foncières who voted in a
manner contrary to the majority. Holders of Obligations Foncières may through Collective Decisions (as defined
in as defined in Condition 10 of the Terms and Conditions of the Obligations Foncières) deliberate or vote on any
proposal relating to the modification of the Terms and Conditions including any proposal, whether for arbitration
or settlement, relating to rights in controversy or which were the subject of judicial decisions, as more fully
described in Condition 10 of the Terms and Conditions of the Obligations Foncières. The modification of the
Terms and Conditions of the Obligations Foncières adopted by a majority of holders of Obligations Foncières
may adversely and materially affect the market value of the Obligations Foncières and these holders of Obligations
Foncières may lose all or part of their investment in the Obligations Foncières.
By exception to the above provisions, Condition 10(iv)(C) of the Terms and Conditions of the Obligations
Foncières provides that the provisions of Articles L.228-65 I. 1° (unless the Issuer is no longer a société de crédit
foncier as a result of the change), 3°, 4°, L.236-14 and L.236-23 of the French Code de commerce and the related
provisions of the French Code de commerce shall not apply to the Obligations Foncières having a denomination
of at least €100,000 (or its equivalent in any other currency) and, as a result of this exclusion, the prior approval
of the holders of Obligations Foncières will not have to be obtained on such matter, which may affect the interest
of the holders of Obligations Foncières generally, it being however specified for the avoidance of doubt that the
holders of Obligations Foncières benefit from the same protection rights as non-bondholder creditors (créanciers
non obligataires).
3.4 Withholding taxes - No additional amounts
Pursuant to Condition 8 of the Terms and Conditions of the Obligations Foncières, if any law should require that
any payments in respect of any Obligation Foncière or Coupon be subject to withholding or deduction in respect
of any taxes, duties, assessments or governmental charges of whatever nature, the Issuer will not pay any additional
amounts in respect of any such withholding or deduction. Therefore, the corresponding risk shall be borne by the
holders of Obligations Foncières, Coupons or Talons.
In addition, pursuant to Condition 6(e) of the Terms and Conditions of the Obligations Foncières, if French law
should require that payments of principal, interest or other revenues in respect of any Obligation Foncière or
Coupon be subject to withholding or deduction in respect of any present or future taxes, duties, assessments or
governmental charges of whatever nature, such Obligation Foncière will not, unless otherwise specified in the
relevant Final Terms, be redeemed early. If such early redemption is provided in the relevant Final Terms, the
Issuer may redeem such Obligation Foncière.
Such risk could adversely and materially affect the investment in the Obligations Foncières.
3.5 Risks related to the Bank Recovery and Resolution Directive
Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing an EU-wide
framework for the recovery and resolution of credit institutions and investment firms, as amended (the "Bank
Recovery and Resolution Directive" or "BRRD"), entered into force on 2 July 2014, and Regulation (EU)
No. 806/2014 of the European Parliament and of the Council of 15 July 2014 as amended by Regulation (EU)
2019/877 of the European Parliament and of the Council of 20 May 2019 (the "SRM Regulation") provide for the
establishment of an EU-wide framework for the recovery and resolution of credit institutions and investment firms.
The regime provided for by the BRRD is, among other things, stated to be needed to provide the authority
designated by each EU member state (the "Resolution Authority") with a credible set of tools to intervene
sufficiently early and quickly in an unsound or failing institution so as to ensure the continuity of the institution's
critical financial and economic functions, while minimizing the impact of an institution's failure on the economy
and financial system (including taxpayers' exposure to losses). Under the SRM Regulation a centralized power of
resolution is established and entrusted to the Single Resolution Board (the "SRB") and to the national resolution
authorities.


37
Since 1 January 2016, French credit institutions (such as the Issuer) have to meet, at all times, a minimum
requirement for own funds and eligible liabilities ("MREL") pursuant to Article L.613-44 of the French Code
monétaire et financier. The BRRD has been amended by (i) Directive (EU) 2019/879 of the European Parliament
and of the Council of 20 May 2019 (which has been implemented under French law by French Ordinance No.2020-
1636 (ordonnance relative au régime de résolution dans le secteur bancaire) dated 21 December 2020) and (ii)
Regulation (EU) No. 2022/2036 of the European Parliament and of the Council of 19 October 2022.
The legislative proposal published by the European Commission on 27 October 2021 is also amending BRRD by
introducing new measures to clarify the calculation of internal MREL requirements within EU Banking groups
and by harmonizing supervisory powers and tools of local supervisory authorities.
The powers provided to the Resolution Authority in the BRRD and the SRM Regulation include write-
down/conversion powers to ensure that capital instruments (including subordinated debt instruments) and eligible
liabilities (including senior debt instruments such as the Obligations Foncières if junior instruments prove
insufficient to absorb all losses) absorb losses of the issuing institution under resolution in accordance with a set
order of priority (the "Bail-in Tool"). They also include write-down/conversion powers with respect to institutions
or groups which viability would otherwise be at threat or who require extraordinary financial support.
In addition to the Bail-in Tool, the BRRD provides the Resolution Authority with broader powers to implement
other resolution measures with respect to institutions that meet the conditions for resolution, which may include
(without limitation) the sale of the institution's business, the creation of a bridge institution, the separation of assets,
the replacement or substitution of the institution as obligor in respect of debt instruments, modifications to the
terms of debt instruments (including altering the maturity and/or the amount of interest payable and/or imposing a
temporary suspension on payments), removing management, appointing an interim administrator, and
discontinuing the listing and admission to trading of financial instruments.
With respect to the obligations foncières and other privileged notes, the BRRD provides that the Resolution
Authority shall not exercise the write down or conversion powers in relation to secured liabilities including covered
bonds and liabilities in the form of financial instruments used for hedging purposes which form an integral part of
the cover pool and which according to national law are secured in a way similar to covered bonds, whether they
are governed by the law of a Member State of the European Union or of a third country. Nevertheless, relevant
claims for the purposes of the Bail-in Tool would still include the claims of the holders in respect of any Obligations
Foncières issued under the Programme, only if and to the extent that the notes liability exceeded the value of the
cover pool collateral against which it is secured. In such case, the write-down or conversion requirements could
result in the full (i.e., to zero) or partial write-down or conversion into ordinary shares or other instruments of
ownership of the notes, or the variation of the terms of notes (for example, the maturity and/or interest payable
may be altered and/or a temporary suspension of payments may be ordered). Pursuant to Articles L.513-12 and
R.513-8 of the French Code monétaire et financier, sociétés de crédit foncier must, at all times, maintain a ratio
of at least one hundred and five per cent (105%) between its eligible assets (including claims for payment of sums
due under forward financial instruments (i.e. derivative transactions) used for hedging entered into by the Issuer
benefiting from the Privilège under the conditions set forth in Article L.513-10 of the French Code monétaire et
financier as well as any collateral received in relation to such forward financial instruments) and the total amount
of its liabilities benefiting from the Privilège, as calculated pursuant to Articles 6 to 11 of the regulation No. 99-
10 of the Committee of banking and financial regulation, as amended from time to time (Comité de la
réglementation bancaire et financière). The costs incurred for managing and putting an end to the Obligations
Foncières program may be defined as a percentage, the terms of which are set out by the French Resolution and
Prudential Control Authority (Autorité de contrôle prudentiel et de résolution). On 31 December 2024, the
coverage ratio was equal to 119.4%.
The holders of Obligations Foncières have very limited rights to contest and/or ask for the suspension of the
exercise of the relevant competent authorities' resolution powers.
The application of any resolution measure under the French BRRD implementing provisions, or any suggestion of
such application, with respect to the Issuer could adversely affect the rights of the holders of Obligations Foncières,
the price or value of an investment in the Obligations Foncières and/or the ability of the Issuer to satisfy its
obligations under the Obligations Foncières. As a result, holders of Obligations Foncières could lose all or part of
their investment in the Obligations Foncières.
3.6 Change of law or regulations
The Terms and Conditions of the Obligations Foncières are based on French law in effect as at the date of this
Base Prospectus. Any possible judicial decision or change in French law or the official application or interpretation
of French law after the date of this Base Prospectus could be unfavourable to creditors' rights, including those of
the holder of Obligations Foncières.
Any Obligations Foncières issued or to be issued may be affected by any new regulation produced by any
European or French supervisory, such as the recently adopted EU directive on covered bonds. Any possible

38
decision or change in European or French regulations or interpretation of such regulations could be unfavourable
to creditors' rights, including those of the holders of Obligations Foncières.
If any change in law or regulations was unfavourable to the Issuer or the holders of Obligations Foncières, it could
have an adverse effect on the market value of the Obligations Foncières (depending on the nature of the change)
and could have potentially negative repercussions on the holders of Obligations Foncières investment in the
Obligations Foncières.
4. Risks relating to the market
4.1 An active trading market for Obligations Foncières issued under the Programme may not develop
The Obligations Foncières may have no established trading market when issued and an active trading market for
the Obligations Foncières issued under the Programme may not develop (even where the Obligations Foncières
are admitted to trading), or, if one does develop, it may not be maintained or may not be liquid. If an active trading
market for the Obligations Foncières does not develop, or is not maintained, the market or trading price and
liquidity of the Obligations Foncières may be adversely affected.
Therefore, holders of Obligations Foncières may not be able to sell their Obligations Foncières easily or at prices
that will provide them with a yield comparable to similar investments that have a developed secondary market.
These types of Obligations Foncières generally would have a more limited secondary market and more price
volatility than conventional debt securities. Illiquidity may have a material adverse impact on the market value of
Obligations Foncières and, as a result, holders of Obligations Foncières could lose part of their investment in the
Obligations Foncières.
Although application may be made for the Obligations Foncières issued under the Programme to be admitted to
trading on Euronext Paris and/or, subject to the notification of a certificate of approval to any relevant competent
authority as may be requested by the Issuer, on any other Regulated Market, such application may not be accepted,
any particular Tranche of Obligations Foncières may not be admitted to trading or an active trading market may
not develop.
In addition, the Issuer is entitled to buy the Obligations Foncières and it may issue further Obligations Foncières.
Such transactions by the Issuer may adversely affect the price development of Obligations Foncières issued under
the Programme. If additional and competing products are introduced in the markets, this may adversely affect the
value of the Obligations Foncières issued under the Programme.
4.2 Market value of the Obligations Foncières
The Programme allows for Obligations Foncières to be admitted to trading on Euronext Paris and/or, subject to
the notification of a certificate of approval to any relevant competent authority as may be requested by the Issuer,
on any other Regulated Market.
The market value of the Obligations Foncières will be affected by the creditworthiness of the Issuer and/or the
rating of the Obligations Foncières and a number of additional factors, including but not limited to, the volatility
of market interest and yield rates and the time remaining to the maturity date. The value of the Obligations
Foncières depends on a number of additional factors, including economic, financial and political events in France,
Europe or elsewhere, including factors affecting capital markets generally and the stock exchanges on which the
Obligations Foncières are traded, which may cause market volatility. Such volatility may adversely affect the price
of Obligations Foncières or economic and market conditions may have any other adverse effect. The price at which
holders of Obligations Foncières will be able to sell the Obligations Foncières prior to maturity may be at a
discount, which could be substantial and adverse, from the issue price or the purchase price paid by such purchaser
and result in losing all or part of their investment in the Obligations Foncières.
4.3 Exchange rate risks and exchange controls
The Programme allows for Obligations Foncières to be issued in a range of currencies (each, a "Specified
Currency" as defined in Condition 5(a) of the Terms and Conditions of the Obligations Foncières). The Issuer
will pay principal and interest on the Obligations Foncières issued under the Programme in the Specified Currency.
This presents certain risks relating to currency conversions if an investor's financial activities are denominated
principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These
include the risk that exchange rates may significantly change (including changes due to devaluation of the
Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over
the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's
Currency relative to the Specified Currency would decrease (i) the Investor's Currency equivalent yield on the
Obligations Foncières, (ii) the Investor's Currency-equivalent value of the principal payable on the Obligations
Foncières, and (iii) the Investor's Currency-equivalent market value of the Obligations Foncières. In addition,
government and monetary authorities may impose (as some have done in the past) exchange controls that could
adversely and materially affect applicable exchange rates. As a result, investors may receive an amount of interest

39
or principal that is less than expected, or no interest or principal. This may adversely and materially affect the
holders of Obligations Foncières who could lose part of their investment in the Obligations Foncières.
4.4 Potential conflicts of interest
Potential conflicts of interest may arise between the various parties (including the Issuer, the Arranger, the Dealers
and their respective affiliates) operating under the Programme and the investor.
The Arranger, certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services for, the Issuer in the ordinary
course of business. The Arranger, certain of the Dealers and their affiliates may have positions, deal or make
markets in the Obligations Foncières, related derivatives and reference obligations, including (but not limited to)
entering into hedging strategies on behalf of the Issuer and its affiliates, investor clients, or as principal in order to
manage their exposure, their general market risk, or other trading activities. In such cases, the interest of any of
those parties or their affiliates or the interest of other parties for whom they perform servicing functions may differ
from, and compete with, the interest of the Issuer or the holders of Obligations Foncières.
In addition, in the ordinary course of their business activities, the Arranger, the Dealers and their affiliates may
make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers, and may enter into hedging strategies on behalf of the Issuer or investor clients, or as principal, in order
to manage their exposure, their general risk or other trading activities. Such activity may affect future trading
prices. Such investments and securities activities may involve securities and/or instruments of the Issuer. The
Arranger, certain of the Dealers or their affiliates that have a lending relationship with the Issuer routinely hedge
their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such
Arranger, Dealers and their affiliates would hedge such exposure by entering into transactions which consist of
either the purchase of credit default swaps or the creation of short positions in securities, including potentially the
Obligations Foncières. Any such short positions could adversely affect future trading prices of Obligations
Foncières. The Arranger, the Dealers and their affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such securities or financial instruments and may hold,
or recommend to clients that they acquire, long and/or short positions in such securities and instruments, which
could be deemed to be adverse to the interests of the holders of Obligations Foncières.
In addition, potential conflicts may arise between the holders of Obligations Foncières and the calculation agent
(including where the Arranger or a Dealer acts as a calculation agent) or any agent appointed for a Tranche of
Obligations Foncières, including with respect to certain discretionary determinations and judgments that such
agent may make pursuant to the Terms and Conditions of the Obligations Foncières that may influence the amount
receivable upon redemption of the Obligations Foncières. In particular, whilst a calculation agent will, as the case
may be, have information barriers and procedures in place to manage conflicts of interest, it may in its other
banking activities from time to time be engaged in transactions involving an index or related derivatives which
may affect amounts receivable by holders of Obligations Foncières during the term and on the maturity of the
Obligations Foncières or the market price, liquidity or value of the Obligations Foncières and which could be
deemed to be adverse to the interests of the holders of Obligations Foncières.




40
INFORMATION INCORPORATED BY REFERENCE
1 INFORMATION INCORPORATED BY REFERENCE AS OF THE DATE OF THIS BASE
PROSPECTUS
This Base Prospectus shall be read and construed in conjunction with the information set out in the cross-reference
lists below of the following documents and the EMTN Previous Conditions (as defined below) which have been
previously or simultaneously filed with the Autorité des marchés financiers (the "AMF"). Such information is
incorporated in, and forms part of, this Base Prospectus:
(a) the audited annual accounts for the year ended 31 December 2024 and the related statutory auditors' report
incorporated in the Rapport financier annuel 2024 in the French language relating to Caisse Française de
Financement Local (the "2024 Annual Report"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2025/04/CAF_2024_URD_FR_MeL_v3_250331-1.pdf)1;
(b) the audited annual accounts for the year ended 31 December 2023 and the related statutory auditors' report
incorporated in the Rapport financier annuel 2023 in the French language relating to Caisse Française de
Financement Local (the "2023 Annual Report"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2024/03/CAF2023_RFA__FR_MEL_24_03_26.pdf)2;
(c) the section entitled "Terms and Conditions of the Obligations Foncières" contained in pages 28 to 50 of the
base prospectus of Dexia Municipal Agency dated 21 July 2006 approved by the Commission de
surveillance du secteur financier in Luxembourg (the "CSSF") (the "2006 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2015/01/EMTNProgramme2006.pdf),
the section entitled "Terms and Conditions of the Obligations Foncières" contained in pages 31 to 54 of the
base prospectus of Dexia Municipal Agency dated 23 July 2007 approved by the CSSF (the "2007 EMTN
Conditions"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2015/01/EMTNProgramme2007.pdf), the section entitled "Terms and Conditions of the
Obligations Foncières" contained in pages 31 to 54 of the base prospectus of Dexia Municipal Agency dated
24 July 2008 approved by the CSSF (the "2008 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2015/01/EMTNProgramme2008.pdf),
the section entitled "Terms and Conditions of the Obligations Foncières" contained in pages 29 to 50 of the
base prospectus of Dexia Municipal Agency dated 10 July 2009 approved by the CSSF (the "2009 EMTN
Conditions"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2015/01/EMTNProgramme2009.pdf) as modified by the supplement dated 4 March 2010
to the base prospectus dated 10 July 2009 (the "Additional 2009 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2015/01/SupplementBaseProspectus2009_5.pdf), the section entitled "Terms and
Conditions of the Obligations Foncières" contained in pages 33 to 54 of the base prospectus of Dexia
Municipal Agency dated 2 July 2010 approved by the CSSF (the "2010 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2015/01/EMTNProgramme2010.pdf),
the section entitled "Terms and Conditions of the Obligations Foncières" contained in pages 69 to 103 of
the base prospectus of Caisse Française de Financement Local dated 26 June 2013 which received visa No.
13-306 from the AMF (the "2013 EMTN Conditions"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2015/01/EMTN-program-2013-Base-Prospectus.pdf) as modified by the supplement
dated 24 July 2013 to the base prospectus dated 26 June 2013 (the "Additional 2013 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2015/01/SUPPLEMENT-1-VISA-13-
415.pdf), the section entitled "Terms and Conditions of the Obligations Foncières"contained in pages 70 to
105 of the base prospectus of Caisse Française de Financement Local dated 23 June 2014 which received
visa No. 14-317 from the AMF (the "2014 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2015/01/2014-06-CAFFIL-BASE-
PROSPECTUS-VISA.pdf), the section entitled "Terms and Conditions of the Obligations Foncières"
contained in pages 71 to 107 of the base prospectus of Caisse Française de Financement Local dated
11 June 2015 which received visa No. 15-269 from the AMF (the "2015 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2015/06/A19763722-v4.2-CAFFIL-
2015_Base-Prospectus.pdf), the section entitled "Terms and Conditions of the Obligations Foncières"
contained in pages 77 to 113 of the base prospectus of Caisse Française de Financement Local dated
10 June 2016 which received visa No. 16-240 from the AMF (the "2016 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2016/06/A31665570-v0.47-CAFFIL-
2016_Base-Prospectus.pdf), the section entitled "Terms and Conditions of the Obligations Foncières"
contained in pages 77 to 112 of the base prospectus of Caisse Française de Financement Local dated
9 June 2017 which received visa No. 17-267 from the AMF (the "2017 EMTN Conditions";

1
For information purposes only, the English translation of the 2024 Annual Report is published on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/).
2
For information purposes only, the English translation of the 2023 Annual Report is published on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/).

41
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2017/06/CAFFIL-2017_Base-
Prospectus.pdf), the section entitled "Terms and Conditions of the Obligations Foncières" contained in
pages 86 to 120 of the base prospectus of Caisse Française de Financement Local dated 8 June 2018 which
received visa No. 18-234 from the AMF (the "2018 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2018/06/CAFFIL-BP-18-234.pdf), the
section entitled "Terms and Conditions of the Obligations Foncières" contained in pages 92 to 129 of the
base prospectus of Caisse Française de Financement Local dated 7 June 2019 which received visa No. 19-
252 from the AMF (the "2019 EMTN Conditions"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2019/06/CAFFIL-2019_Base-Prospectus.pdf), the section entitled "Terms and Conditions
of the Obligations Foncières" contained in pages 54 to 108 of the base prospectus of Caisse Française de
Financement Local dated 12 June 2020 which received approval number No. 20-253 from the AMF (the
"2020 EMTN Conditions"; https://caissefrancaisedefinancementlocal.fr/wp-
content/uploads/2020/06/CAFFIL-2020_-Base-Prospectus.pdf) as modified by the supplement dated
14 April 2021 to the base prospectus dated 12 June 2020 (the "Additional 2020 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2021/04/Supplement-4-EMTN-
CAFFIL.pdf), the section entitled "Terms and Conditions of the Obligations Foncières" contained in pages
58 to 112 of the base prospectus of Caisse Française de Financement Local dated 11 June 2021 which
received approval number No. 21-217 from the AMF (the "2021 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2021/06/CAFFIL-2021_BASE-
PROSPECTUS.pdf), the section entitled "Terms and Conditions of the Obligations Foncières" contained in
pages 58 to 115 of the base prospectus of Caisse Française de Financement Local dated 10 June 2022 which
received approval number No. 22-204 from the AMF (the "2022 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2022/06/CAFFIL_Base-Prospectus-
FINAL-apres-approbation46442537.1.pdf), the section entitled "Terms and Conditions of the Obligations
Foncières" contained in pages 59 to 117 of the base prospectus of Caisse Française de Financement Local
dated 12 June 2023 which received approval number No. 23-212 from the AMF (the "2023 EMTN
Conditions"; https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2023/06/CAFFIL_Base-
Prospectus-2023.pdf) and the section entitled "Terms and Conditions of the Obligations Foncières"
contained in pages 62 to 123 of the base prospectus of Caisse Française de Financement Local dated 8
July 2024 which received approval number No. 24-287 from the AMF (the "2024 EMTN Conditions";
https://caissefrancaisedefinancementlocal.fr/wp-content/uploads/2024/07/Caffil_Base-Prospectus-
FINAL-avec-numero-dapprobation50406237.1.pdf) as modified by the supplement dated 13 September
2024 to the base prospectus dated 8 July 2024 (the "Additional 2024 EMTN Conditions";
https://sfil.fr/wp-content/uploads/2025/04/Programme-EMTN-2024-Supplement-n%C2%B01.pdf, and
together with the 2006 EMTN Conditions, the 2007 EMTN Conditions, the 2008 EMTN Conditions, the
2009 EMTN Conditions, the Additional 2009 EMTN Conditions, the 2010 EMTN Conditions, the 2013
EMTN Conditions, the Additional 2013 EMTN Conditions, the 2014 EMTN Conditions, the 2015 EMTN
Conditions, the 2016 EMTN Conditions, the 2017 EMTN Conditions, the 2018 EMTN Conditions, the
2019 EMTN Conditions, the 2020 EMTN Conditions, the Additional 2020 EMTN Conditions, the 2021
EMTN Conditions, the 2022 EMTN Conditions, the 2023 EMTN Conditions and the 2024 EMTN
Conditions, the "EMTN Previous Conditions").
Any statement contained in the information incorporated by reference in this Base Prospectus shall be deemed to
be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not be deemed to constitute a part of this Base Prospectus.
All documents containing information incorporated by reference in this Base Prospectus are available on the
website of the Issuer (https://sfil.fr/caffil-notre-filliale/) in accordance with applicable laws and regulations.
The EMTN Previous Conditions are incorporated by reference in this Base Prospectus for the purposes only of
further issues of Obligations Foncières to be assimilated (assimilées for the purpose of French law) and form a
single Series with Obligations Foncières already issued under the relevant EMTN Previous Conditions. To the
extent that only the EMTN Previous Conditions are specified to be incorporated by reference therein, non-
incorporated parts of the base prospectuses of the Issuer dated 21 July 2006, 23 July 2007, 24 July 2008, 10 July
2009, 2 July 2010, 8 April 2011, 26 June 2013, 23 June 2014, 11 June 2015, 10 June 2016, 9 June 2017, 8 June
2018, 7 June 2019, 12 June 2020, 11 June 2021, 10 June 2022, 12 June 2023 and 8 July 2024 and of the supplements
dated 4 March 2010, 24 July 2013, 14 April 2021 and 13 September 2024 are not relevant for the investors or are
covered elsewhere in the Base Prospectus.
For the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017
on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market, as amended (the "Prospectus Regulation"), the information incorporated by reference in this Base
Prospectus shall be read in connection with the following cross-reference lists below. For the avoidance of doubt,
any information not listed in the cross-reference list below entitled "Cross-reference list in respect of the financial
42
information of the Issuer incorporated by reference" but included in the documents listed above is either contained
in the relevant sections of this Base Prospectus or is not relevant for the holders of Obligations Foncières.
Cross-reference list in respect of the financial information of the Issuer incorporated by reference

INFORMATION INCORPORATED BY 2024 Annual Report 2023 Annual Report
REFERENCE (ANNEX 6 OF THE COMMISSION
DELEGATED REGULATION (EU) 2019/980
OF 14 MARCH 2019 SUPPLEMENTING THE
PROSPECTUS REGULATION, AS AMENDED)

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 Pages 73 to 95 Pages 83 to 105
covering the latest two financial years (or
such shorter period as the issuer has been in
operation) and the audit report in respect of
each year
Audited historical financial information for the latest
two financial years

Audit reports for the latest two financial years Pages 96 to 99 Pages 106 to 109

11.1.3. Accounting standards Page 78 Page 88

11.1.5. Audited financial information prepared
according to national accounting standards

− Balance sheet Page 74 Page 84

− Income statement Page 75 Page 85

− Cash flow statement Page 94

− Accounting policies and explanatory notes Pages 78 to 95 Pages 88 to 105

11.1.7. Age of financial information

The balance sheet date of the last year of audited Pages 73 to 95 Pages 83 to 105
financial information may 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 financial information must be Pages 96 to 99 Pages 106 to 109
independently audited




43
Cross-reference list in respect of EMTN Previous Conditions

Information from previous base prospectuses/supplements
EMTN Previous Conditions
incorporated by reference

2006 EMTN Conditions Pages 28 to 50

2007 EMTN Conditions Pages 31 to 54

2008 EMTN Conditions Pages 31 to 54

2009 EMTN Conditions Pages 29 to 50

Additional 2009 EMTN Conditions Page 4

2010 EMTN Conditions Pages 33 to 54

2013 EMTN Conditions Pages 69 to 103

Additional 2013 EMTN Conditions Page 8

2014 EMTN Conditions Pages 70 to 105

2015 EMTN Conditions Pages 71 to 107

2016 EMTN Conditions Pages 77 to 113

2017 EMTN Conditions Pages 77 to 112

2018 EMTN Conditions Pages 86 to 120

2019 EMTN Conditions Pages 92 to 129

2020 EMTN Conditions Pages 54 to 108

Additional 2020 EMTN Conditions Page 21

2021 EMTN Conditions Pages 58 to 112

2022 EMTN Conditions Pages 58 to 115

2023 EMTN Conditions Pages 59 to 117

2024 EMTN Conditions Pages 62 to 123

Additional 2024 EMTN Conditions Page 14


2 FUTURE FINANCIAL INFORMATION INCORPORATED BY REFERENCE AFTER THE DATE OF
THIS BASE PROSPECTUS
In accordance with Article 19.1 ter of the Prospectus Regulation, for so long as this Base Prospectus is valid, it
shall be read and construed in conjunction with any future financial information set out in the cross-reference list
below. Such information shall be incorporated in, and form part of, this Base Prospectus as of the date of its
publication on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/):
(a) any audited annual accounts for the relevant financial year ended 31 December and the related statutory
auditors' report incorporated in any future Rapport financier annuel in the French language relating to
Caisse Française de Financement Local (each a "Future Annual Report")3;


3
For information purposes only, the English translation of each Future Annual Report is published on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/).

44
(b) any interim accounts for the relevant six-month period ended 30 June and the related statutory auditors'
review report incorporated in any future Rapport financier semestriel in the French language relating to
Caisse Française de Financement Local4 (each a "Future Half-Year Report"); and
(c) any future press release in the English language relating to the financial performance of Caisse Française
de Financement Local (each a "Future Press Release on Financial Performance").
Any future financial information incorporated by reference as described above shall, to the extent applicable, be
deemed to modify or supersede (whether expressly, by implication or otherwise) earlier financial information
contained or incorporated by reference in this Base Prospectus.
For the avoidance of doubt, any information not listed in the cross-reference list below entitled "Cross-reference
list in respect of future financial information of the Issuer incorporated by reference" but included in the documents
listed above is either contained in the relevant sections of this Base Prospectus or is not relevant for the holders of
Obligations Foncières.
Cross-reference list in respect of future financial information of the Issuer incorporated by reference5

INFORMATION INCORPORATED BY Future Future Half- Future Press
REFERENCE (ANNEX 6 OF THE COMMISSION Annual Year Report Release on
DELEGATED REGULATION (EU) 2019/980 Report Financial
OF 14 MARCH 2019 SUPPLEMENTING THE Performance
PROSPECTUS REGULATION, AS AMENDED)

4. INFORMATION ABOUT THE ISSUER

4.1.5. Details of any recent events particular to the Full Future
Issuer and which are to a material extent relevant to Press Release
an evaluation of the Issuer's solvency on Financial
Performance

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 Etats
covering the latest two financial years (or financiers;
such shorter period as the issuer has been in Annexe aux
operation) and the audit report in respect of comptes
each year
Audited historical financial information for the latest
two financial years



Audit reports for the latest two financial years Rapport des
commissaires
aux comptes
sur les
comptes
annuels

11.1.3. Accounting standards Comptes
arrêtés selon



4
For information purposes only, the English translation of each Future Half-Year Report is published on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/).
5
The headings of the sections/paragraphs of the documents incorporated by reference as specified in this cross-reference list refer to the headings as they should appear
in any Future Annual Report or Future Half-Year Report (or any equivalent heading).

45
le référentiel
français


11.1.5. Audited financial information prepared
according to national accounting standards

− Balance sheet Actif; Passif

− Income statement Compte de
résultat

− Cash flow statement Tableau de
flux de
trésorerie

− Accounting policies and explanatory notes Annexe aux
comptes

11.1.7. Age of financial information

The balance sheet date of the last year of audited Etats
financial information may not be older than 18 months financiers;
from the date of the registration document. Annexe aux
comptes

11.2. Interim and other financial information Comptes
semestriels
selon le
référentiel
français (Etats
Financiers,
Annexe aux
comptes and
Rapport des
commissaires
aux comptes
sur
l'information
financière
semestrielle)

11.3. Auditing of historical annual financial
information

11.3.1. The historical financial information must be Rapport des
independently audited commissaires
aux comptes
sur les
comptes
annuels




46
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS
This Base Prospectus has been prepared on a basis that permits offers that are not made within an exemption from the
requirement to publish a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to
trading on a regulated market, as amended (the "Prospectus Regulation") (a "Non-Exempt Offer") in France, in the
Grand Duchy of Luxembourg and in each Member State of the European Economic Area for which the Issuer has given
its consent referred to in the relevant Final Terms (each, a "Non-Exempt Offer Jurisdiction").
The consent referred to above relates to Offer Periods (if any and as defined below) beginning within twelve (12) months
from the date of the approval of the Base Prospectus by the AMF.
In the context of a Non-Exempt Offer, in relation to any person (an "Investor") to whom an offer of any Obligations
Foncières is made, the Issuer may, if so specified in the relevant Final Terms, consent to the use of the Base Prospectus
together with any supplement with respect thereto that may be published from time to time and the relevant Final Terms
(together, the "Prospectus") in connection with a Non-Exempt Offer of any Obligations Foncières during the offer period
specified in the relevant Final Terms (the "Offer Period") and in the Non-Exempt Offer Jurisdiction(s) specified in the
relevant Final Terms by:
(1) any financial intermediary authorised to make such offers pursuant to Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, as designated and
subject to conditions set out in the relevant Final Terms; or
(2) if so specified in the relevant Final Terms, any financial intermediary which satisfies the following conditions: (a)
acts in accordance with all applicable laws, rules, regulations and guidance of any applicable regulatory bodies
(the "Rules"), from time to time including, without limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the Obligations Foncières by any person and disclosure to any
potential investor; (b) complies with the restrictions set out under section entitled "Subscription and Sale" of this
Base Prospectus which would apply as if it were a Dealer; (c) considers the relevant manufacturer's target market
assessment and distribution channels identified under the "MiFID II Product Governance" legend set out in the
relevant Final Terms and/or the "UK MiFIR product governance" legend set out in the relevant Final Terms; (d)
ensures that any fee (and any commissions or benefits of any kind) received or paid by that financial intermediary
in relation to the offer or sale of the Obligations Foncières is fully and clearly disclosed to investors or potential
investors; (e) holds all licences, consents, approvals and permissions required in connection with solicitation of
interest in, or offers or sales of, the Obligations Foncières under the Rules; (f) retains investor identification records
for at least the minimum period required under applicable Rules, and shall, if so requested, make such records
available to the relevant Dealer(s) and the Issuer or directly to the appropriate authorities with jurisdiction over the
Issuer and/or the relevant Dealer(s) in order to enable the Issuer and/or the relevant Dealer(s) to comply with anti-
money laundering, anti-bribery and "know your client" rules applying to the Issuer and/or the relevant Dealer(s);
(g) does not, directly or indirectly, cause the Issuer or the relevant Dealer(s) to breach any Rule or any requirement
to obtain or make any filing, authorisation or consent in any jurisdiction; and (h) satisfies any further conditions
specified in the relevant Final Terms,
(in each case an "Authorised Offeror"). For the avoidance of doubt, none of the Dealers or the Issuer shall have
any obligation to ensure that an Authorised Offeror complies with applicable laws and regulations and shall
therefore have no liability in this respect.
The Issuer accepts responsibility, in the Non-Exempt Offer Jurisdiction(s) specified in the Final Terms, for the content of
the Prospectus in relation to any Investor in such Non-Exempt Offer Jurisdiction(s) to whom an offer of any Obligations
Foncières is made by any Authorised Offeror and where the offer is made during the period for which that consent is
given. However, neither the Issuer nor any Dealer has any responsibility for any of the actions of any Authorised Offeror,
including compliance by an Authorised Offeror with applicable conduct of business rules or other local regulatory
requirements or other securities law requirements in relation to such offer.
The consent referred to above relates to Offer Periods (if any) occurring in the periods beginning and ending on the dates
specified for such purpose in the relevant Final Terms relating to such Non-Exempt Offers and provided that the relevant
Final Terms have been duly published and specify that Non-Exempt Offers may be made in Non-Exempt Offer
Jurisdictions, all in accordance with the Prospectus Regulation.
In the event the Final Terms designate financial intermediary(ies) to whom the Issuer has given its consent to use the
Prospectus during an Offer Period, the Issuer may also give consent to additional Authorised Offerors after the date of the
relevant Final Terms and, if it does so, it will publish any new information in relation to such Authorised Offerors who
are unknown at the time of the approval of this Base Prospectus or the filing of the relevant Final Terms at
https://sfil.fr/caffil-notre-filliale/.
If the Final Terms specify that any financial intermediary may use the Prospectus during the Offer Period, any
such Authorised Offeror is required, for the duration of the Offer Period, to publish on its website that it is using

47
the Prospectus for the relevant Non-Exempt Offer with the consent of the Issuer and in accordance with the
conditions attached thereto.
Other than as set out above, neither the Issuer nor any of the Dealers has authorised the making of any Non-Exempt Offer
by any person in any circumstances and such person is not permitted to use the Prospectus in connection with its offer of
any Obligations Foncières. Any such offers are not made on behalf of the Issuer or by any of the Dealers or Authorised
Offerors and none of the Issuer or any of the Dealers or Authorised Offerors has any responsibility or liability for the
actions of any person making such offers.
An Investor intending to acquire or acquiring any Obligations Foncières from an Authorised Offeror will do so,
and offers and sales of the Obligations Foncières to an Investor by an Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between such Authorised Offeror and such Investor
including as to price allocations and settlement arrangements (the "Terms and Conditions of the Non-Exempt
Offer"). The Issuer will not be a party to any such arrangements with Investors (other than Dealers) in connection
with the offer or sale of the Obligations Foncières and, accordingly, the Base Prospectus and any Final Terms will
not contain such information. The Terms and Conditions of the Non-Exempt Offer shall be provided to Investors
by that Authorised Offeror at the time of the Non-Exempt Offer. Neither the Issuer nor any of the Dealers or other
Authorised Offerors has any responsibility or liability for such information.




48
SUPPLEMENT TO THE BASE PROSPECTUS
If at any time between the date on which this Base Prospectus has been approved and 10 June 2026, a significant new
factor, material mistake or material inaccuracy relating to the information contained or incorporated by reference in this
Base Prospectus which may affect the assessment of the Obligations Foncières arises or is noted, the Issuer shall prepare
and make available a supplement to this Base Prospectus (each a "Supplement") as required by Article 23 of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus
Regulation") or a restated Base Prospectus.
Where the relevant Final Terms relate to an offer to the public of Obligations Foncières, investors who have already
agreed to purchase or subscribe for Obligations Foncières before any supplement is published shall have the right,
exercisable within a time limit of three (3) working days after the publication of this supplement pursuant to Article 23.2
of the Prospectus Regulation, to withdraw their acceptances provided that the new factor, material mistake or material
inaccuracy referred to in Article 23.1 of the Prospectus Regulation arose or was noted before the final closing of such
offer or the delivery of the Obligations Foncières, whichever occurs first. That period may be extended by the Issuer or,
if any, the relevant Authorised Offeror(s). The final date of the right of withdrawal shall be stated in the supplement. On
10 June 2026, this Base Prospectus, as supplemented (as the case may be), will expire and the obligation to supplement
this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will no longer
apply.
Any supplement to the Base Prospectus shall be published on the websites of the AMF (www.amf-france.org) and of the
Issuer (https://sfil.fr/caffil-notre-filliale/) in accordance with applicable laws and regulation.
Any document containing information incorporated by reference therein shall also be published on the website of the
Issuer (https://sfil.fr/caffil-notre-filliale/) in accordance with applicable laws and regulations.




49
TERMS AND CONDITIONS OF THE OBLIGATIONS FONCIÈRES
The following is the text of the terms and conditions that, subject to completion in accordance with the provisions of the
relevant Final Terms (as defined below and, together with the terms and conditions below, the "Terms and Conditions of
the Obligations Foncières"), shall be applicable to the Obligations Foncières. In the case of Dematerialised Obligations
Foncières the text of the terms and conditions will not be endorsed on physical documents of title but will be constituted
by the following text as completed by the relevant Final Terms. In the case of Materialised Obligations Foncières, either
(i) the full text of these terms and conditions together with the relevant provisions of the Final Terms or (ii) these terms
and conditions as so completed (and subject to simplification by the deletion of non-applicable provisions), shall be
endorsed on Definitive Materialised Obligations Foncières.
All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Final
Terms.
Unless the context requires otherwise, references below to (i) "Conditions" are to the numbered paragraphs below and
(ii) "Obligations Foncières" are to the Obligations Foncières of one Series only, not to all Obligations Foncières that
may be issued under the Programme.
The Obligations Foncières will be issued by Caisse Française de Financement Local (the "Issuer"). An amended and
restated agency agreement dated 10 June 2025 has been agreed between the Issuer and Banque Internationale à
Luxembourg, société anonyme, as fiscal agent, paying agent, redenomination agent, consolidation agent and calculation
agent and the other agents named therein (the "Amended and Restated Agency Agreement"). The fiscal agent, the
paying agent, the redenomination agent, the consolidation agent and the calculation agent(s) for the time being (if any)
are referred to below respectively as the "Fiscal Agent", the "Paying Agents" (which expression shall include the Fiscal
Agent), the "Redenomination Agent", the "Consolidation Agent" and the "Calculation Agent(s)".
For the purpose of these Conditions, "Regulated Market" means any regulated market situated in a member state
(the "Member State(s)") of the European Economic Area (the "EEA") as defined in Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended and appearing
on the list of regulated markets published by the European Securities and Markets Authority on its website, and "day" or
"days" means calendar days unless the context otherwise specifies.
1 Form, Denomination(s), Title and Redenomination
(a) Form: Obligations Foncières may be issued either in dematerialised form ("Dematerialised Obligations
Foncières") or in materialised form ("Materialised Obligations Foncières").
(i) Title to Dematerialised Obligations Foncières will be evidenced in accordance with Articles L.211-
3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries (inscriptions
en compte). No physical document of title (including certificats représentatifs pursuant to
Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the
Dematerialised Obligations Foncières.
Dematerialised Obligations Foncières are issued, at the option of the Issuer and as specified in the
final terms (the "Final Terms"), in either bearer form (au porteur), in which case they are inscribed
in the books of Euroclear France ("Euroclear France") (acting as central depositary) which shall
credit the accounts of Account Holders, or in registered form (au nominatif) and, in such latter case,
at the option of the relevant holder in either administered registered form (au nominatif administré)
inscribed in the books of an Account Holder or in fully registered form (au nominatif pur) inscribed
in an account in the books of Euroclear France maintained by the Issuer or a registration agent
(designated in the relevant Final Terms) acting on behalf of the Issuer (the "Registration Agent").
For the purpose of these Conditions, "Account Holder" means any intermediary institution entitled
to hold accounts, directly or indirectly, on behalf of its customers with Euroclear France, and
includes Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking,
S.A. ("Clearstream").
(ii) Materialised Obligations Foncières are issued in bearer form (au porteur) only. Materialised
Obligations Foncières in definitive form ("Definitive Materialised Obligations Foncières") are
serially numbered and are issued with coupons (the "Coupons") (and, where appropriate, a talon
(the "Talon")) attached, save in the case of Zero Coupon Obligations Foncières 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.
In accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et
financier, securities which are governed by French law (such as Obligations Foncières) and are in
materialised form must be issued outside the French territory.


50
The Obligations Foncières may be "Fixed Rate Obligations Foncières", "Floating Rate
Obligations Foncières", "Inflation Linked Obligations Foncières", "Formula Obligations
Foncières", "Fixed/Floating Rate Obligations Foncières", "Fixed Rate/Formula Obligations
Foncières" and "Zero Coupon Obligations Foncières", depending on the Interest Basis and the
redemption method specified in this Base Prospectus as completed by the relevant Final Terms.
(b) Denomination(s): Obligations Foncières shall be issued in the specified denomination(s) as set out in the
relevant Final Terms (the "Specified Denomination"). Dematerialised Obligations Foncières shall be
issued in one Specified Denomination only.
Unless permitted by then current laws and regulations, Obligations Foncières (including Obligations
Foncières denominated in Sterling) which have a maturity of less than one year and in respect of which the
issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes
a contravention of Section 19 of the Financial Services and Markets Act 2000, as amended, must have a
minimum redemption amount of £100,000 (or its equivalent in other currencies).
(c) Title:
(i) Title to Dematerialised Obligations Foncières in bearer form (au porteur) and in administered
registered form (au nominatif administré) shall pass upon, and transfer of such Obligations
Foncières shall only be effected through, registration of the transfer in the accounts of Account
Holders. Title to Dematerialised Obligations Foncières in fully registered form (au nominatif pur)
shall pass upon, and transfer of such Obligations Foncières shall only be effected through,
registration of the transfer in the accounts of the Issuer or the Registration Agent.
(ii) Title to Definitive Materialised Obligations Foncières and the Coupons and Talons shall pass by
delivery.
(iii) Except as ordered by a court of competent jurisdiction or as required by law, the holder of any
Obligation Foncière (as defined below), Coupon or Talon shall be deemed to be and may be treated
as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of
ownership, or an interest in it, any writing on it or its theft or loss and no person shall be liable for
so treating the holder.
(iv) In these Conditions, "holder of Obligations Foncières" or "holder of any Obligation Foncière",
means (i) in the case of Dematerialised Obligations Foncières, the person whose name appears in
the account of the relevant Account Holder or the Issuer or the Registration Agent (as the case may
be) as being entitled to such Obligations Foncières and (ii) in the case of Materialised Obligations
Foncières, the bearer of any Definitive Materialised Obligation Foncière and the Coupons or Talon
relating to it.
(d) Redenomination:
(i) The Issuer may (if so specified in the Final Terms), on any Interest Payment Date, without the
consent of the holder of any Obligation Foncière, Coupon or Talon, by giving at least thirty (30)
days' notice in accordance with Condition 13 and on or after the date on which the European Member
State in whose national currency the Obligations Foncières are denominated has become a
participating Member State in the single currency of the European Economic and Monetary Union
(as provided in the Treaty establishing the European Community, as amended from time to time
(the "Treaty")) or events have occurred which have substantially the same effects, redenominate all,
but not some only, of the Obligations Foncières of any Series into Euro and adjust the aggregate
principal amount and the Specified Denomination(s) set out in the relevant Final Terms accordingly,
as described below. The date on which such redenomination becomes effective shall be referred to
in these Conditions as the "Redenomination Date".
(ii) The redenomination of the Obligations Foncières pursuant to Condition 1(d)(i) shall be made by
converting the principal amount of each Obligation Foncière from the relevant national currency
into Euro using the fixed relevant national currency Euro conversion rate established by the Council
of the European Union pursuant to applicable regulations of the Treaty and rounding the resultant
figure to the nearest Euro 0.01 (with Euro 0.005 being rounded upwards). If the Issuer so elects, the
figure resulting from conversion of the principal amount of each Obligation Foncière using the fixed
relevant national currency Euro conversion rate shall be rounded down to the nearest Euro. The Euro
denominations of the Obligations Foncières so determined shall be notified to holders of Obligations
Foncières in accordance with Condition 13. Any balance remaining from the redenomination with
a denomination higher than Euro 0.01 shall be paid by way of cash adjustment rounded to the nearest
Euro 0.01 (with Euro 0.005 being rounded upwards). Such cash adjustment will be payable in Euro
on the Redenomination Date in the manner notified to holders of Obligations Foncières by the Issuer.

51
(iii) Upon redenomination of the Obligations Foncières, any reference in the relevant Final Terms to the
relevant national currency shall be construed as a reference to Euro.
(iv) The Issuer may, with the prior approval of the Redenomination Agent and the Consolidation Agent,
in connection with any redenomination pursuant to this Condition or any consolidation pursuant to
Condition 12, without the consent of the holder of any Obligation Foncière, Coupon or Talon, make
any changes or additions to these Conditions or Condition 12 (including, without limitation, any
change to any applicable business day definition, business day convention, principal financial centre
of the country of the Specified Currency, interest accrual basis or benchmark), taking into account
market practice in respect of redenominated euromarket debt obligations and which it believes are
not prejudicial to the interests of such holders. Any such changes or additions shall, in the absence
of manifest error, be binding on the holders of Obligations Foncières, Coupons and Talons and shall
be notified to holders of Obligations Foncières in accordance with Condition 13 as soon as
practicable thereafter.
(v) Neither the Issuer nor any Paying Agent shall be liable to the holder of any Obligation Foncière,
Coupon or Talon or other person for any commissions, costs, losses or expenses in relation to or
resulting from the credit or transfer of Euros or any currency conversion or rounding effected in
connection therewith.
(e) Method of Issue: The Obligations Foncières may be distributed on a syndicated or non-syndicated basis.
The Obligations Foncières will be issued in series (each a "Series") having one or more issue date(s). The
Obligations Foncières of each Series will be fungible with all Obligations Foncières of that Series.
Each Series may be issued in tranches (each a "Tranche") on the same or different issue date(s) and on
terms identical to the terms of other Tranches of the same Series, save in respect of the issue date, issue
price, first payment of interest and aggregate nominal amount of the Tranche. The specific terms of each
Tranche will be determined by the Issuer and the relevant Dealer(s) at the time of the issue and will be set
out in the Final Terms of such Tranche. The Obligations Foncières of a Tranche of each Series will be
fungible with all Obligations Foncières of the other Tranches of that Series.
2 Conversion and Exchanges of Obligations Foncières
(a) Dematerialised Obligations Foncières
(i) Dematerialised Obligations Foncières issued in bearer form (au porteur) may not be converted into
Dematerialised Obligations Foncières in registered form (au nominatif), whether in fully registered
form (au nominatif pur) or in administered registered form (au nominatif administré).
(ii) Dematerialised Obligations Foncières issued in registered form (au nominatif) may not be converted
into Dematerialised Obligations Foncières in bearer form (au porteur).
(iii) Dematerialised Obligations Foncières issued in fully registered form (au nominatif pur) may, at the
option of the holder of such Obligations Foncières, be converted into Obligations Foncières in
administered registered form (au nominatif administré), and vice versa. The exercise of any such
option by such holder shall be made in accordance with Article R.211-4 of the French Code
monétaire et financier. Any such conversion shall be effected at the cost of such holder.
(b) Materialised Obligations Foncières
Materialised Obligations Foncières of one Specified Denomination may not be exchanged for Materialised
Obligations Foncières of another Specified Denomination.
3 Status
The Obligations Foncières and, where applicable, any Coupons relating to them constitute direct, unconditional
and, pursuant to the provisions of Condition 4, privileged obligations of the Issuer and rank, and will rank pari
passu and without any preference among themselves and equally and rateably with all other present or future
obligations foncières of the Issuer (including the Obligations Foncières of all other Series) and other resources
raised by the Issuer benefiting from the privilège referred to in Article L.513-11 of the French Code monétaire et
financier (the "Privilège") as described in Condition 4.
4 Privilège
(a) The Obligations Foncières benefit from the Privilège (priority right of payment) pursuant to Article L.513-
11 of the French Code monétaire et financier.
(b) In accordance with Article L.513-11 of the French Code monétaire et financier, all amounts payable to the
Issuer in respect of loans, assimilated receivables, exposures, securities and deposits (dépôts) referred to in
Articles L.513-3 to L.513-7 of the French Code monétaire et financier including in respect of any mortgage,

52
charge, lien or guarantee or indemnity relating to such assets, and the forward financial instruments (i.e.
derivative transactions) used for hedging as referred to in Article L.513-10 of the French Code monétaire
et financier (in each case, after any applicable set-off), together with the receivables in respect of deposits
made by the Issuer with credit institutions (établissements de crédit), are allocated in priority to the payment
of any sums due in respect of obligations foncières (including the Obligations Foncières) issued by the
Issuer and of any other resources raised by the Issuer benefiting from the Privilège, as mentioned in Article
L.513-2, I, 2° of the French Code monétaire et financier.
It should be noted that, in addition to Obligations Foncières and other resources raised by the Issuer
pursuant to any agreement or document purporting to inform the public (within the meaning of the
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market, as amended, or any other equivalent document required in connection with the admission to trading
on any regulated market located outside France) referring to the Privilège, sums due under forward financial
instruments (i.e. derivative transactions) used for hedging entered into by the Issuer also benefit from the
Privilège under the conditions set forth in Article L.513-10 of the French Code monétaire et financier.
(c) In the event that the Issuer is subject to safeguard proceedings (procédure de sauvegarde), judicial
reorganisation proceedings (procédure de redressement judiciaire), judicial liquidation proceedings
(procédure de liquidation judiciaire) or resolution proceedings (procédure de résolution) opened pursuant
to Article L.613-49 of the French Code monétaire et financier, the amounts regularly originated from the
operations referred to in Article L.513-2, I, 2° of the French Code monétaire et financier (i.e. resources
benefiting from the Privilège) are paid to their respective creditors, on their respective contractual due date
and by way of priority to all other receivables, whether or not preferred or secured, including interests
resulting from agreements whatever their duration is. Accordingly, until all creditors benefiting from the
Privilège have been fully paid, no other creditor of the Issuer may exercise any right over the assets and
rights of the Issuer either in principal or accrued or future interests.
(d) The safeguard proceedings (procédure de sauvegarde), judicial reorganisation proceedings (procédure de
redressement judiciaire), judicial liquidation proceedings (procédure de liquidation judiciaire) or resolution
proceedings (procédure de résolution) (opened pursuant to Article L.613-49 of the French Code monétaire
et financier) opened against the Issuer will not result in the acceleration of payment of Obligations
Foncières and other debts benefiting from the Privilège.
5 Interest and other Calculations
(a) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall
have the meanings set out below:
"2006 ISDA Definitions" means, in relation to a Series of Obligations Foncières, the 2006 ISDA
Definitions (a copy of which may be obtained at the registered office of the Issuer during usual business
hours), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), as may be
amended, supplemented or superseded from time to time, in their updated version applicable as at the Issue
Date of the first Tranche of the relevant Series.
"2021 ISDA Definitions" means, in relation to a Series of Obligations Foncières, the 2021 ISDA Interest
Rate Derivatives Definitions including each Matrix (and any successor Matrix thereto, as defined in the
2021 ISDA Interest Rate Derivatives Definitions) (a copy of which may be obtained at the registered office
of the Issuer during usual business hours), as published by ISDA, as may be amended, supplemented or
superseded from time to time, in their updated version applicable as at the Issue Date of the first Tranche
of the relevant Series.
"Benchmark" means the Reference Rate as set out in the relevant Final Terms.
"Business Day" means in the case of:
(i) payments to be made in Euro, a day on which the real time gross settlement system operated by the
Eurosystem, or any successor system ("T2") is open for the settlement of payments in euro
(a "TARGET Business Day"); and/or
(ii) a Specified Currency other than Euro, a day (other than a Saturday or Sunday) on which commercial
banks and foreign exchange markets settle payments in the principal financial centre for that
currency; and/or
(iii) a Specified Currency and/or one or more Business Centre(s) specified in the relevant Final Terms
(the "Business Centre(s)"), a day (other than a Saturday or a Sunday) on which commercial banks
and foreign exchange markets settle payments in such currency in the Business Centre(s).


53
"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Obligation
Foncière for any period of time (from and including the first day of such period to but excluding the last)
(whether or not constituting an Interest Period or Interest Accrual Period, the "Calculation Period"):
(i) if "Actual/Actual" or "Actual/Actual - ISDA" or "Actual/365 – FBF" is specified in the relevant
Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion
of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion
of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in
that portion of the Calculation Period falling in a non-leap year divided by 365)
(ii) if "Actual/Actual - ICMA" is specified in the relevant Final Terms:
(A) if the Accrual Period is equal to or shorter than the Determination Period during which it
falls, the number of days in the Accrual Period divided by the product of (x) the number of
days in such Determination Period and (y) the number of Determination Periods normally
ending in any year; and
(B) if the Accrual Period is longer than one Determination Period, the sum of:
(x) the number of days in such Accrual Period falling in the Determination Period in
which it begins divided by the product of (1) the number of days in such
Determination Period and (2) the number of Determination Periods normally ending
in any year; and
(y) the number of days in such Accrual Period falling in the next Determination Period
divided by the product of (1) the number of days in such Determination Period and
(2) the number of Determination Periods normally ending in any year
in each case where:
"Accrual Period" means the relevant period for which interest is to be calculated;
"Determination Period" means the period from and including a Determination Date in any
year to but excluding the next Determination Date; and
"Determination Date" means any date specified in the relevant Final Terms or, if none is so
specified, any Interest Payment Date
(iii) if Actual/Actual-FBF is specified in the relevant Final Terms, the fraction whose numerator is the
actual number of days elapsed during such period and whose denominator is 365 (or 366 if 29
February falls within the Calculation Period). If the Calculation Period is of a duration of more than
one year, the basis shall be calculated as follows:
• the number of complete years shall be counted back from the last day of the Calculation
Period;
• this number shall be increased by the fraction for the relevant period calculated as set out in
the first paragraph of this definition.
(iv) if "Actual/365 (Fixed)" is specified in the relevant Final Terms, the actual number of days in the
Calculation Period divided by 365
(v) if "Actual/360" is specified in the relevant Final Terms, the actual number of days in the Calculation
Period divided by 360
(vi) if "30/360", "360/360" or "Bond Basis" is specified in the relevant Final Terms, the number of days
in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count [360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
Fraction = 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included
in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period
falls;
"M2" is the calendar month, expressed as number, in which the day immediately following the last
day included in the Calculation Period falls;
54
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number
would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31 and D 1 is greater than 29, in which case D2 will
be 30.
(vii) if 30/360-FBF or Actual 30A/360 (American Bond Basis) 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 calculated as for 30E/360-FBF, subject to the following exception:
where the last day of the Calculation Period is the 31 st and the first day is neither the 30th nor the
31st, the last month of the Calculation Period shall be deemed to be a month of thirty one (31) days.
The fraction is:
If dd2 = 31 and dd1  (30,31)

then:
1
x [(yy2 yy1) x 360 + (mm2 – mm1) x 30 + (dd2 – dd1)]
360
or
1
x [(yy2 yy1) x 360 + (mm2 – mm1) x 30 + Min (dd2 , 30) – Min (dd1 , 30)]
360

where:
D1 (dd1, mm1, yy1) is the date of the beginning of the period;
D2 (dd2, mm2, yy2) is the date of the end of the period.
(viii) if "30E/360" or "Eurobond Basis" is specified in the relevant Final Terms, the number of days in
the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count [360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
Fraction = 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included
in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period
falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last
day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number
would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31, in which case D 2 will be 30.
(ix) if "30E/360 (ISDA)" is specified in the relevant Final Terms, the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
[360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
Day Count Fraction =
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included
in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period
falls;

55
"M2" is the calendar month, expressed as a number, in which the day immediately following the last
day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is
the last day of February or (ii) such number would be 31, in which case D 1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii)
such number would be 31, in which case D2 will be 30.
(x) if 30E/360-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
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 of days
Using the same abbreviations as for 30/360-FBF, the fraction is:
1
x [(yy2 yy1) x 360 + (mm2 – mm1) x 30 + Min (dd2 , 30) – Min (dd1 , 30)]
360
"Euro-zone" means the region comprised of Member States of the European Union that have adopted or
adopt the single currency in accordance with the Treaty.
"FBF Definitions" means the definitions set out in the June 2013 FBF Master Agreement relating to
transactions on forward financial instruments as supplemented by the Technical Schedules (Additifs
Techniques) as published by the Fédération Bancaire Française (together the "FBF Master Agreement")
as supplemented or amended from time to time, in their updated version applicable as at the Issue Date of
the first Tranche of the relevant Series.
"Interest Accrual Period" means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on
(and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period
Date.
"Interest Amount" means the amount of interest payable, and in the case of Fixed Rate Obligations
Foncières, means the Fixed Coupon Amount or Broken Amount, as the case may be.
"Interest Commencement Date" means the Issue Date or such other date as may be specified in the
relevant Final Terms.
"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the
date specified as such in the relevant Final Terms or, if none is so specified, (i) the day falling two
TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is
Euro or (ii) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (iii) the day
falling two Business Days in Paris for the Specified Currency prior to the first day of such Interest Accrual
Period if the Specified Currency is neither Sterling nor Euro.
"Interest Payment Date" means the date(s) specified as Specified Interest Payment Date or Interest
Payment Date in the relevant Final Terms.
"Interest Period" means the period beginning on (and including) the Interest Commencement Date and
ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and
including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment
Date, or the relevant payment date if the Obligations Foncières become payable on a date other than an
Interest Payment Date.
"Interest Period Date" means each Interest Payment Date.
"ISDA Definitions" means, as specified in the relevant Final Terms, either the 2006 ISDA Definitions or
the 2021 ISDA Definitions.
"Rate of Interest" means the rate of interest payable from time to time in respect of the Obligations
Foncières and that is specified in the relevant Final Terms.
"Reference Banks" means, in the case of a determination of SONIA, the principal London office of four
major banks in the London inter-bank market, in the case of a determination of EURIBOR, the principal
Euro-zone office of four major banks in the Euro-zone inter-bank market, or, if otherwise, the principal


56
offices of four (4) major banks in the Relevant Inter-Bank Market, in each case selected by the Calculation
Agent or as specified in the relevant Final Terms.
"Reference Rate" means the rate specified as such in the relevant Final Terms which shall be either CMS
Rate, EURIBOR, €STR, SARON, SOFR, SONIA or TEC10 (or any successor or replacement rate).
"Relevant Date" means, in respect of any Obligation Foncière or Coupon, the date on which payment in
respect of it first became due or (if any amount of the money payable is improperly withheld or refused)
the date on which payment in full of the amount outstanding is made or (in the case of Materialised
Obligations Foncières if earlier) the date seven (7) days after that on which notice is duly given to the
holders of such Materialised Obligations Foncières that, upon further presentation of the Materialised
Obligation Foncière or Coupon being made in accordance with the Conditions, such payment will be made,
provided that payment is in fact made upon such presentation.
"Relevant Inter-Bank Market" means such inter-bank market as may be specified in the relevant Final
Terms.
"Relevant Screen Page" means such page, section, caption, column or other part of a particular information
service as may be specified in the relevant Final Terms.
"Relevant Screen Page Time" means such Relevant Screen Page time as may be specified in the relevant
Final Terms.
"Specified Currency" means the currency specified as such in the relevant Final Terms or, if none is
specified, the currency in which the Obligations Foncières are denominated.
(b) Interest on Fixed Rate Obligations Foncières: Each Fixed Rate Obligation Foncière bears interest on its
outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a
percentage) equal to the Rate of Interest, such interest being payable in arrear or in advance as specified in
the applicable Final Terms on each Interest Payment Date.
If a Fixed Coupon Amount or a Broken Amount is specified in the relevant Final Terms, the amount of
interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or, if applicable,
the Broken Amount so specified and in the case of the Broken Amount will be payable on the particular
Interest Payment Date(s) specified in the relevant Final Terms.
(c) Interest on Floating Rate Obligations Foncières, Inflation Linked Obligations Foncières and Formula
Obligations Foncières:
(i) Interest Payment Dates: Each Floating Rate Obligation Foncière, Inflation Linked Obligation
Foncière and Formula Obligations Foncières bears interest on its outstanding nominal amount from
the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate
of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of
interest payable shall be determined in accordance with Condition 5(c). Such Interest Payment
Date(s) is/are either shown in the relevant Final Terms as Specified Interest Payment Dates or, if no
Specified Interest Payment Date(s) is/are shown in the relevant Final Terms, Interest Payment Date
shall mean each date which falls the number of months or other period shown in the relevant Final
Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first
Interest Payment Date, after the Interest Commencement Date.
(ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject
to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is
not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business
Day Convention, such date shall be postponed to the next day that is a Business Day unless it would
thereby fall into the next calendar month, in which event (x) such date shall be brought forward to
the immediately preceding Business Day and (y) each subsequent such date shall be the last Business
Day of the month in which such date would have fallen had it not been subject to adjustment, (B)
the Following Business Day Convention, such date shall be postponed to the next day that is a
Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed
to the next day that is a Business Day unless it would thereby fall into the next calendar month, in
which event such date shall be brought forward to the immediately preceding Business Day or (D)
the Preceding Business Day Convention, such date shall be brought forward to the immediately
preceding Business Day.
(iii) Rate of Interest for Floating Rate Obligations Foncières: The Rate of Interest in respect of the
Floating Rate Obligations Foncières for each Interest Accrual Period shall be determined according
to the provisions below relating to either FBF Determination, ISDA Determination or Screen Rate
Determination, depending upon which is specified in the relevant Final Terms.

57
(A) FBF Determination for Floating Rate Obligations Foncières
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 a rate 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 Interest Accrual Period means a rate equal to the
Floating Rate that would be determined by the Calculation Agent under a Transaction under
the terms of an agreement incorporating the FBF Definitions and under which:
(a) the Floating Rate is as specified in the relevant Final Terms; and
(b) the relevant Floating Rate Determination Date (Date de Détermination du Taux
Variable) is the first day of that Interest Accrual Period unless otherwise specified in
the relevant Final Terms.
For the purposes of this sub-paragraph (A), "Floating Rate" (Taux Variable), "Floating Rate
Determination Date" (Date de Détermination du Taux Variable) and "Transaction"
(Transaction) have the meanings given to those terms in the FBF Definitions, provided that
"Euribor" means the rate calculated for deposits in Euro which appears on Reuters Page
EURIBOR01, as more fully described in the relevant Final Terms.
In the relevant Final Terms, when the paragraph "Floating Rate" (Taux Variable) specifies
that the rate is determined by linear interpolation, in respect of an Interest Accrual Period, the
Rate of Interest for such Interest Accrual Period shall be calculated by the Calculation Agent
by straight line linear interpolation by reference to two rates based on the relevant Floating
Rate, one of which shall be determined as if the maturity for which rates are available were
the period of time of next shorter length as compared to the length of the relevant Interest
Accrual Period, and the other of which shall be determined as if the maturity were the period
of time of next longer length as compared to the length of the relevant Interest Accrual Period.
(B) ISDA Determination for Floating Rate Obligations Foncières
(a) Where ISDA Determination is specified in the relevant Final Terms as the manner in
which the Rate of Interest is to be determined and "2006 ISDA Definitions" is
specified in the relevant Final Terms as applicable, the Rate of Interest for each
Interest Accrual Period shall be determined by the Calculation Agent as a rate equal
to the relevant ISDA Rate plus or minus (as indicated in the relevant Final Terms) the
Margin (if any). For the purposes of this sub-paragraph (B)(a), "ISDA Rate" for an
Interest Accrual Period means a rate equal to the Floating Rate that would be
determined by the Calculation Agent under a Swap Transaction under the terms of an
agreement incorporating the 2006 ISDA Definitions and under which:
(1) the Floating Rate Option is as specified in the relevant Final Terms;
(2) the Designated Maturity is a period specified in the relevant Final Terms; and
(3) the relevant Reset Date is the first day of that Interest Accrual Period or such
other date as specified in the relevant Final Terms.
For the purposes of this sub-paragraph (B)(a), "Floating Rate", "Floating Rate
Option", "Designated Maturity", "Reset Date" and "Swap Transaction" have the
meanings given to those terms in the 2006 ISDA Definitions.
In the relevant Final Terms, when the paragraph Floating Rate Option specifies that
the rate is determined by linear interpolation, in respect of an Interest Accrual Period,
the Rate of Interest for such Interest Accrual Period shall be calculated by the
Calculation Agent by straight line linear interpolation by reference to two rates based
on the relevant Floating Rate Option, one of which shall be determined as if the
Designated Maturity for which rates are available were the period of time of next
shorter length as compared to the length of the relevant Interest Accrual Period, and
the other of which shall be determined as if the Designated Maturity were the period
of time of next longer length as compared to the length of the relevant Interest Accrual
Period.
(b) Where ISDA Determination is specified in the relevant Final Terms as the manner in
which the Rate of Interest is to be determined and "2021 ISDA Definitions" is
specified in the relevant Final Terms as applicable, the Rate of Interest for each
Interest Accrual Period shall be determined by the Calculation Agent as a rate equal
58
to the relevant ISDA Rate plus or minus (as indicated in the relevant Final Terms) the
Margin (if any). For the purposes of this sub-paragraph (B)(b), "ISDA Rate" for an
Interest Accrual Period means a rate equal to the Floating Rate that would be
determined by the Calculation Agent under a Swap Transaction under the terms of an
agreement incorporating the 2021 ISDA Definitions and under which:
(1) the Floating Rate Option is as specified in the relevant Final Terms;
(2) the Designated Maturity is a period specified in the relevant Final Terms;
(3) the relevant Reset Date is the first day of that Interest Accrual Period or such
other date as specified in the relevant Final Terms;
(4) the relevant Fixing Day is the date specified in the applicable Final Terms or,
in the absence thereof, as defined in the 2021 ISDA Definitions;
(5) the Effective Date is, unless otherwise specified in the applicable Final Terms,
the Interest Commencement Date;
(6) the Termination Date is, unless otherwise specified in the applicable Final
Terms, the last date of the last occurring Interest Accrual Period;
(7) the relevant Calculation Period is as specified in the applicable Final Terms or,
in the absence thereof, as defined in the 2021 ISDA Definitions for which
purpose references to "Effective Date" and "Period End Date" (in the 2021
ISDA Definitions) shall be deemed to be to, respectively, the Issue Date and
any last day of the last occurring Interest Accrual Period (as defined in these
Conditions); and
(8) if the Floating Rate Option specified in the Final Terms is an Overnight
Floating Rate Option and Compounding is specified as applicable in the
applicable Final Terms:
- notwithstanding sub-paragraph (3) above, the relevant Reset Date is the
last day of the last occurring Interest Accrual Period, unless otherwise
specified in the Final Terms;
- Delayed Payment will be applicable if specified as such in the Final
Terms, and if so, the applicable number of days is either (x) as specified
in the Final Terms, or (y) if no number is specified as such in the Final
Terms, five (5);
- OIS Compounding will be applicable if specified as such in the Final
Terms;
- Compounding with Lookback will be applicable if specified as such in
the Final Terms, and if so, the "Lookback" is either (x) as specified in
the Final Terms, or (y) if no number is specified as such in the Final
Terms, the number specified as the "Lookback" for the relevant
Floating Rate Option in the 2021 ISDA Definitions, or (z) if no such
number is specified for the relevant Floating Rate Option, five (5);
- Compounding with Observation Period Shift will be applicable if
specified as such in the Final Terms, and if so, Set in Advance will be
applicable if specified as such in the Final Terms, "Observation Period
Shift Additional Business Day" is as specified in the Final Terms, and
the "Observation Period Shift" is either (x) as specified in the Final
Terms, or (y) if no number is specified as such in the Final Terms, the
number specified as the "Observation Period Shift" for the relevant
Floating Rate Option in the 2021 ISDA Definitions, or (z) if no such
number is specified for the relevant Floating Rate Option, five (5); and
- Compounding with Lockout will be applicable if specified as such in
the Final Terms, and if so, "Lockout Period Business Day" is as
specified in the Final Terms and the "Lockout" is either (x) as specified
in the Final Terms, or (y) if no number is specified as such in the Final
Terms, the number specified as the "Lockout" for the relevant Floating
Rate Option if the 2021 ISDA Definitions, or (z) if no such number is
specified for the relevant Floating Rate Option, five (5).

59
For the purposes of this sub-paragraph (B)(b), except as otherwise defined in such
sub-paragraph, "Calculation Agent", "Calculation Period", "Compounding with
Lockout", "Compounding with Lookback", "Compounding with Observation
Period Shift", "Delayed Payment", "Designated Maturity", "Effective Date",
"Fixing Day", "Floating Rate Option", "Floating Rate", "Lockout Period Business
Day", "Lockout", "Lookback", "Observation Period Shift", "Observation Period
Shift Additional Business Day", "OIS Compounding", "Overnight Floating Rate
Option", "Period End Date", "Reset Date", "Set in Advance", "Swap Transaction"
and "Termination Date" have the meanings given to those terms in the 2021 ISDA
Definitions.
The provisions relating to "Linear Interpolation" set out in the 2021 ISDA Definitions
shall apply to an ISDA Rate where "2021 ISDA Definitions Linear Interpolation" is
specified as applicable in the relevant Final Terms. For such purpose, references to
"Relevant Rate" under the 2021 ISDA Definitions shall be deemed to be references to
the ISDA Rate.
(C) Screen Rate Determination for Floating Rate Obligations Foncières
(a) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being EURIBOR,
the Rate of Interest for each Interest Accrual Period will, subject as provided below
or to Condition 5(c)(iii)(D) below, be either:
(i) the offered quotation; or
(ii) the arithmetic mean of the offered quotations, (expressed as a percentage rate
per annum) for the Reference Rate which appears or appear, as the case may
be, on the Relevant Screen Page (or such replacement page on that service
which displays the information) as at 11.00 a.m. (Brussels time), on the Interest
Determination Date in question plus or minus (as indicated in the relevant Final
Terms) the Margin (if any), all as determined by the Calculation Agent. If five
(5) 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 Calculation
Agent for the purpose of determining the arithmetic mean of such offered
quotations.
(b) if the Relevant Screen Page is not available or if sub-paragraph (C)(a)(i) applies and
no such offered quotation appears on the Relevant Screen Page, or, if sub-paragraph
(C)(a)(ii) applies and fewer than three such offered quotations appear on the Relevant
Screen Page, in each case as at the time specified above, subject as provided below,
the Calculation Agent shall request the principal Euro-zone office of each of the
Reference Banks, to provide the Calculation Agent with its offered quotation
(expressed as a percentage rate per annum) for the Reference Rate at approximately
11.00 a.m. (Brussels time), on the Interest Determination Date in question. If two or
more of the Reference Banks provide the Calculation Agent with such offered
quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic
mean of such offered quotations as determined by the Calculation Agent;
(c) if paragraph (b) above applies and the Calculation Agent determines that fewer than
two Reference Banks are providing offered quotations, subject as provided below, the
Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a
percentage) as communicated to (and at the request of) the Calculation Agent by the
Reference Banks or any two or more of them, at which such banks were offered at
approximately 11.00 a.m. (Brussels time), on the relevant Interest Determination
Date, deposits in the Specified Currency for a period equal to that which would have
been used for the Reference Rate by leading banks in the Euro-zone inter-bank market,
or, if fewer than two of the Reference Banks provide the Calculation Agent with such
offered rates, the offered rate for deposits in the Specified Currency for a period equal
to that which would have been used for the Reference Rate, or the arithmetic mean of
the offered rates for deposits in the Specified Currency for a period equal to that which
would have been used for the Reference Rate, at which at approximately 11.00 a.m.
(Brussels time), on the relevant Interest Determination Date, any one or more banks

60
(which bank or banks is or are in the opinion of the Issuer suitable for such purpose)
informs the Calculation Agent it is quoting to leading banks in the Euro zone inter-
bank market, provided that, if the Rate of Interest cannot be determined in accordance
with the foregoing provisions of this paragraph, the Rate of Interest shall be
determined as at the last preceding Interest Determination Date relating to such Rate
of Interest calculation (though substituting, where a different Margin or Maximum or
Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from
that which applied to the last preceding Interest Accrual Period, the Margin or
Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual
Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to
that last preceding Interest Accrual Period);
(d) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being €STR, the
Rate of Interest for each Interest Accrual Period plus or minus (as indicated in the
applicable Final Terms) the Margin (if any) will, subject as provided below, be the
rate of return of a daily compound interest investment (with the daily euro short-term
rate as the reference rate for the calculation of interest) and will be calculated by the
Calculation Agent on the Interest Determination Date as follows, and the resulting
percentage will be rounded, if necessary, to the nearest one ten-thousandth of a
percentage point, with 0.00005 being rounded upwards:
𝑑𝑜
€𝑆𝑇𝑅𝑖−𝑝 × 𝑛𝑖 360
[∏ (1 + ) − 1] ×
360 𝑑
𝑖=1

where:
"d" is the number of calendar days in the relevant Interest Accrual Period;
"do" is for any Interest Accrual Period, the number of TARGET Business Days in the
relevant Interest Accrual Period;
"ECB €STR Guideline" means the Guideline (EU) 2019/1265 of the European
Central Bank dated 10 July 2019 on the euro short-term rate (€STR) (ECB/2019/19),
as amended from time to time;
"€STR" means, in respect of any TARGET Business Day, the interest rate
representing the wholesale Euro unsecured overnight borrowing costs of banks
located in the Eurozone provided by the European Central Bank as administrator of
such rate (or any successor administrator) and published on the Website of the
European Central Bank at or before 9:00 a.m. (Frankfurt time) (or, in case a revised
euro short-term rate is published as provided in Article 4 subsection 3 of the ECB
€STR Guideline at or before 11:00 a.m. (Frankfurt time), such revised interest rate)
on the TARGET Business Day immediately following such TARGET Business Day;
"€STRi-p" means, in respect of any TARGET Business Day falling in the relevant
€STR Observation Period, the €STR for the TARGET Business Day falling "p"
TARGET Business Days prior to the relevant TARGET Business Day "i";
"i" is a series of whole numbers from 1 to do, each representing the relevant
TARGET Business Day in chronological order from, and including, the first
TARGET Business Day in the relevant Interest Accrual Period;
"ni" is, for any TARGET Business Day "i", the number of calendar days from, and
including, the relevant TARGET Business Day "i" up to, but excluding, the
immediately following TARGET Business Day in the relevant Interest Accrual
Period;
"p" is, in relation to any Interest Accrual Period, the number of TARGET Business
Days as specified in the Final Terms under the item "€STR Observation Look-Back
Period";
"€STR Observation Period " means in respect of any Interest Accrual Period, the
period from and including the date falling "p" TARGET Business Days prior to the
first day of the relevant Interest Accrual Period (and the first Interest Accrual Period
shall begin on and include the Interest Commencement Date) and ending on, but

61
excluding, the date falling "p" TARGET Business Day prior to the Interest Payment
Date of such Interest Accrual Period (or the date falling "p" TARGET Business Day
prior to such earlier date, if any, on which the Obligations Foncières become due and
payable); and
"Website of the European Central Bank" means the website of the European
Central Bank currently at https://www.ecb.europa.eu/home/html/index.en.html or
any successor source officially designated by the European Central Bank.
If the €STR is not published, as specified above, on any particular TARGET Business
Day and no €STR Index Cessation Event (as defined below) has occurred, the €STR
for such TARGET Business Day shall be the rate equal to €STR in respect of the last
TARGET Business Day for which such rate was published on the Website of the
European Central Bank.
If the €STR is not published, as specified above, on any particular TARGET Business
Day and both an €STR Index Cessation Event and an €STR Index Cessation Effective
Date (as defined below) have occurred, the rate of €STR for each TARGET Business
Day in the relevant €STR Observation Period occurring on or after such €STR Index
Cessation Effective Date will be determined as if references to €STR were references
to the ECB Recommended Rate (as defined below).
If no ECB Recommended Rate has been recommended before the end of the first
TARGET Business Day following the date on which the €STR Index Cessation Event
occurs, then the rate of €STR for each TARGET Business Day in the relevant €STR
Observation Period occurring on or after the €STR Index Cessation Effective Date
will be determined as if references to €STR were references to the Modified EDFR
(as defined below).
If an ECB Recommended Rate has been recommended and both an ECB
Recommended Rate Index Cessation Event (as defined below) and an ECB
Recommended Rate Index Cessation Effective Date (as defined below) subsequently
occur, then the rate of €STR for each TARGET Business Day in the relevant €STR
Observation Period occurring on or after that ECB Recommended Rate Index
Cessation Effective Date will be determined as if references to €STR were references
to the Modified EDFR.
Any substitution of the €STR, as specified above, will remain effective for the
remaining term to maturity of the Obligations Foncières and shall be published by the
Issuer in accordance with Condition 13.
In the event that the Rate of Interest cannot be determined in accordance with the
provisions of this sub-paragraph (d) by the Calculation Agent, (i) the Rate of Interest
shall be that determined as at the last preceding Interest Determination Date relating
to such Rate of Interest calculation (though substituting, where a different Margin or
Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant
Interest Accrual Period from that which applied to the last preceding Interest Accrual
Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating
to the relevant Interest Accrual Period in place of the Margin or Maximum Rate of
Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual
Period) or (ii) if there is no such preceding Interest Determination Date, the Rate of
Interest shall be determined as if the rate of €STR for each TARGET Business Day in
the €STR Observation Period on or after such €STR Index Cessation Effective Date
were references to the latest published €STR or, if ECB Recommended Rate is
published on a later date than the latest published €STR, the ECB Recommended Rate
or, if EDFR is published on a later date than the latest published ECB Recommended
Rate, the Modified EDFR (but applying the Margin and any Maximum Rate of Interest
or Minimum Rate of Interest applicable to the first Interest Accrual Period).
For the purpose of this Condition 5(c)(iii)(C)(d):
"ECB Recommended Rate" means a rate (inclusive of any spreads or adjustments)
recommended as the replacement for €STR by the European Central Bank (or any
successor administrator of €STR) and/or by a committee officially endorsed or
convened by the European Central Bank (or any successor administrator of €STR) for
the purpose of recommending a replacement for €STR (which rate may be produced


62
by the European Central Bank or another administrator), as determined by the
Calculation Agent and notified by the Calculation Agent to the Issuer;
"ECB Recommended Rate Index Cessation Event" means the occurrence of one or
more of the following events, as determined by the Calculation Agent and notified by
the Calculation Agent to the Issuer:
(1) a public statement or publication of information by or on behalf of the
administrator of the ECB Recommended Rate announcing that it has ceased or
will cease to provide the ECB Recommended Rate permanently or indefinitely,
provided that, at the time of the statement or the publication, there is no
successor administrator that will continue to provide the ECB Recommended
Rate; or
(2) a public statement or publication of information by the regulatory supervisor
for the administrator of the ECB Recommended Rate, the central bank for the
currency of the ECB Recommended Rate, an insolvency official with
jurisdiction over the administrator of the ECB Recommended Rate, a
resolution authority with jurisdiction over the administrator of the ECB
Recommended Rate or a court or an entity with similar insolvency or
resolution authority over the administrator of the ECB Recommended Rate,
which states that the administrator of the ECB Recommended Rate has ceased
or will cease to provide the ECB Recommended Rate permanently or
indefinitely, provided that, at the time of the statement or publication, there is
no successor administrator that will continue to provide the ECB
Recommended Rate;
"ECB Recommended Rate Index Cessation Effective Date" means, in respect of
an ECB Recommended Rate Index Cessation Event, the first date on which the ECB
Recommended Rate is no longer provided, as determined by the Calculation Agent
and notified by the Calculation Agent to the Issuer;
"EDFR" means the Eurosystem Deposit Facility Rate, the rate on the deposit facility,
which banks may use to make overnight deposits with the Eurosystem (comprising
the European Central Bank and the national central banks of those countries that have
adopted the Euro) as published on the Website of the European Central Bank;
"EDFR Spread" means:
(1) if no ECB Recommended Rate is recommended before the end of the first
TARGET Business Day following the date on which the €STR Index Cessation
Event occurs, the arithmetic mean of the daily difference between the €STR
and the EDFR for each of the thirty (30) TARGET Business Days immediately
preceding the date on which the €STR Index Cessation Event occurred; or
(2) if an ECB Recommended Rate Index Cessation Event occurs, the arithmetic
mean of the daily difference between the ECB Recommended Rate and the
EDFR for each of the thirty (30) TARGET Business Days immediately
preceding the date on which the ECB Recommended Rate Index Cessation
Event occurred;
"€STR Index Cessation Event" means the occurrence of one or more of the
following events, as determined by the Calculation Agent and notified by the
Calculation Agent to the Issuer:
(1) a public statement or publication of information by or on behalf of the
European Central Bank (or any successor administrator of €STR) announcing
that it has ceased or will cease to provide €STR permanently or indefinitely,
provided that, at the time of the statement or the publication, there is no
successor administrator that will continue to provide €STR; or
(2) a public statement or publication of information by the regulatory supervisor
for the administrator of €STR, the central bank for the currency of €STR, an
insolvency official with jurisdiction over the administrator of €STR, a
resolution authority with jurisdiction over the administrator of €STR or a court
or an entity with similar insolvency or resolution authority over the
administrator of €STR, which states that the administrator of €STR has ceased
or will cease to provide €STR permanently or indefinitely, provided that, at the

63
time of the statement or publication, there is no successor administrator that
will continue to provide €STR;
"€STR Index Cessation Effective Date" means, in respect of an €STR Index
Cessation Event, the first date on which €STR is no longer provided by the European
Central Bank (or any successor administrator of €STR), as determined by the
Calculation Agent and notified by the Calculation Agent to the Issuer; and
"Modified EDFR" means a reference rate equal to the EDFR plus the EDFR Spread;
(e) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being SARON, the
Rate of Interest for each Interest Accrual Period plus or minus (as indicated in the
applicable Final Terms) the Margin (if any) will, subject as provided below, be the
rate of return of a daily compound interest investment (with the overnight interest rate
of the secured funding market for Swiss franc as the reference rate for the calculation
of interest) and will be calculated by the Calculation Agent on the Interest
Determination Date as follows, and the resulting percentage will be rounded, if
necessary, to the nearest one ten-thousandth of a percentage point, with 0.00005 being
rounded upwards:




Where:
"d" is the number of calendar days in the relevant SARON Observation Period;
"d0" is the number of Zurich Banking Days in the relevant SARON Observation
Period;
"i" is a series of whole numbers from one to d 0, each representing the relevant Zurich
Banking Day in chronological order from, and including, the first Zurich Banking Day
in the relevant SARON Observation Period;
"ni" for any Zurich Banking Day "i" in the relevant SARON Observation Period,
means the number of calendar days from, and including, such day "i" up to, but
excluding, the following Zurich Banking Day ("i+1");
"SARON" means, in respect of any Zurich Banking Day, the Swiss Average Rate
Overnight for such Zurich Banking Day published by the SARON Administrator on
the SARON Screen Page (as defined below) at the SARON Relevant Time on such
Zurich Banking Day;
"SARONi" for any Zurich Banking Day "i" in the relevant SARON Observation
Period, is equal to SARON in respect of that day "i";
"SARON Observation Period" means the period from, and including, the date falling
"p" Zurich Banking Days prior to the first day of the relevant Interest Accrual Period
(and the first Interest Accrual Period shall begin on and include the Interest
Commencement Date) to, but excluding, the date falling "p" Zurich Banking Days prior
to the Interest Payment Date for such Interest Accrual Period (or the date falling "p"
Zurich Banking Days prior to such earlier date, if any, on which the Obligations
Foncières become due and payable);
"p" means in relation to any Interest Accrual Period, the number of Zurich Banking
Days as specified in the Final Terms under the item "SARON Observation Look-Back
Period";
"SARON Relevant Time" means, in respect of any Zurich Banking Day, close of
trading on SIX Swiss Exchange on such Zurich Banking Day, which is expected to be
on or around 6 p.m. (Zurich time); and
"Zurich Banking Day" means a day on which banks are open in the City of Zurich
for the settlement of payments and of foreign exchange transactions.
If the SARON is not published on the Relevant Screen Page (the "SARON Screen
Page") at the SARON Relevant Time on the relevant Zurich Banking Day and neither
64
a SARON Index Cessation Event nor a SARON Index Cessation Effective Date have
occurred on or prior to the SARON Relevant Time on the relevant Zurich Banking
Day, the SARON for such Zurich Banking Day shall be the rate equal to the SARON
published by the SARON Administrator on the SARON Administrator Website for
the last preceding Zurich Banking Day on which the SARON was published by the
SARON Administrator on the SARON Administrator Website.
If the SARON is not published on the SARON Screen Page at the SARON Relevant
Time on the relevant Zurich Banking Day and both a SARON Index Cessation Event
and a SARON Index Cessation Effective Date have occurred on or prior to the
SARON Relevant Time on the relevant Zurich Banking Day:
(i) if there is a SARON Recommended Replacement Rate within one (1) Zurich
Banking Day of the SARON Index Cessation Effective Date, then the rate of
SARON for each Zurich Banking Day in the relevant SARON Observation
Period occurring on or after that SARON Index Cessation Effective Date will
be determined as if references to SARON were references to the SARON
Recommended Replacement Rate, giving effect to the SARON Recommended
Adjustment Spread, if any, published on such Zurich Banking Day; or
(ii) if there is no SARON Recommended Replacement Rate within one (1) Zurich
Banking Day of the SARON Index Cessation Effective Date, then the rate of
SARON for each Zurich Banking Day in the relevant SARON Observation
Period occurring on or after that SARON Index Cessation Effective Date will
be determined as if references to SARON were references to the policy rate of
the Swiss National Bank (the "SNB Policy Rate") for such Zurich Banking
Day, giving effect to the SNB Adjustment Spread, if any.
Any substitution of the SARON by the SARON Recommended Replacement Rate or
the SNB Policy Rate as specified above (the "SARON Replacement Rate") will
remain effective for the remaining term to maturity of the Obligations Foncières and
shall be published by the Issuer in accordance with Condition 13.
In the event that the Rate of Interest cannot be determined in accordance with the
provisions of this sub-paragraph (e) by the Calculation Agent, (i) the Rate of Interest
shall be the last SARON available on the SARON Screen Page as determined by the
Calculation Agent determined as at the last preceding Interest Determination Date
relating to such Rate of Interest calculation (though substituting, where a different
Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to
the relevant Interest Accrual Period from that which applied to the last preceding
Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate
of Interest relating to the relevant Interest Accrual Period in place of the Margin or
Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding
Interest Accrual Period) or (ii) if there is no such preceding Interest Determination
Date, the Rate of Interest shall be determined as if the rate of SARON for each Zurich
Banking Day in the SARON Observation Period on or after such SARON Index
Cessation Effective Date were references to the latest published SARON (but
applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest
applicable to the first Interest Accrual Period).
For the purpose of this Condition 5(c)(iii)(C)(e):
"SARON Administrator" means SIX Swiss Exchange or any successor
administrator of the SARON;
"SARON Administrator Website" means the website of the SARON Administrator;
"SARON Index Cessation Effective Date" means the earliest of (as determined by
the Calculation Agent and notified by the Calculation Agent to the Issuer):
(1) in the case of the occurrence of a SARON Index Cessation Event described in
paragraph (i) of the definition thereof, the date on which the SARON
Administrator ceases to provide the SARON;
(2) in the case of the occurrence of a SARON Index Cessation Event described in
subparagraph (ii)(x) of the definition thereof, the latest of: (i) the date of such
statement or publication or (ii) the date, if any, specified in such statement or


65
publication as the date on which the SARON will no longer be representative;
or
(3) in the case of the occurrence of a SARON Index Cessation Event described in
subparagraph (ii)(y) of the definition thereof, the date as of which the SARON
may no longer be used;
"SARON Index Cessation Event" means the occurrence of one or more of the
following events (as determined by the Calculation Agent and notified by the
Calculation Agent to the Issuer):
(i) a public statement or publication of information by or on behalf of the SARON
Administrator, or by any competent authority, announcing or confirming that
the SARON Administrator has ceased or will cease to provide the SARON
permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide
the SARON; or
(ii) a public statement or publication of information by the SARON Administrator
or any competent authority announcing that (x) the SARON is no longer
representative or will as of a certain date no longer be representative, or (y) the
SARON may no longer be used after a certain date, which statement, in the
case of subclause (y), is applicable to (but not necessarily limited to) fixed
income securities and derivatives.
"SARON Recommended Adjustment Spread" means, with respect to any SARON
Recommended Replacement Rate, the spread (which may be positive, negative or
zero), or formula or methodology for calculating such a spread,
(i) that the SARON Recommending Body has recommended be applied to such
SARON Recommended Replacement Rate in the case of fixed income securities
with respect to which such SARON Recommended Replacement Rate has
replaced the SARON as the reference rate for purposes of determining the
applicable rate of interest thereon; or
(ii) if the SARON Recommending Body has not recommended such a spread,
formula or methodology as described in clause (i) above, to be applied to such
SARON Recommended Replacement Rate in order to reduce or eliminate, to
the extent reasonably practicable under the circumstances, any economic
prejudice or benefit (as applicable) to holders of Obligations Foncières as a
result of the replacement of the SARON with such SARON Recommended
Replacement Rate for purposes of determining SARON, such spread will be
determined by the Calculation Agent, acting in good faith and a commercially
reasonable manner, and be consistent with industry-accepted practices for fixed
income securities with respect to which such SARON Recommended
Replacement Rate has replaced the SARON as the reference rate for purposes
of determining the applicable rate of interest thereon;
"SARON Recommended Replacement Rate" means the rate that has been
recommended as the replacement for the SARON by any working group or committee
in Switzerland organized in the same or a similar manner as the National Working
Group on Swiss Franc Reference Rates that was founded in 2013 for purposes of,
among other things, considering proposals to reform reference interest rates in
Switzerland (any such working group or committee, the "SARON Recommending
Body");
"SIX Swiss Exchange" means SIX Swiss Exchange AG and any successor thereto;
and
"SNB Adjustment Spread" means, with respect to the SNB Policy Rate, the spread to
be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent
reasonably practicable under the circumstances, any economic prejudice or benefit (as
applicable) to holders of Obligations Foncières as a result of the replacement of the
SARON with the SNB Policy Rate for purposes of determining SARON, which spread
will be determined by the Calculation Agent, acting in good faith and a commercially
reasonable manner, taking into account the historical median between the SARON and
the SNB Policy Rate during the two year period ending on the date on which the

66
SARON Index Cessation Event occurred (or, if more than one SARON Index
Cessation Event has occurred, the date on which the first of such events occurred).
(f) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being SOFR, the
Rate of Interest for each Interest Accrual Period plus or minus (as indicated in the
applicable Final Terms) the Margin (if any) will, subject as provided below, be
calculated by the Calculation Agent on the SOFR Interest Determination Date as
follows, with the resulting percentage being rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, 0.00005 being rounded upwards:
(1) if SOFR Arithmetic Mean is specified as applicable in the relevant Final Terms,
the Rate of Interest for each Interest Accrual Period will, subject as provided
below, be the arithmetic mean of the SOFR rates for each day during such
Interest Accrual Period; or
(2) if SOFR Lockout Compound is specified as applicable in the relevant Final
Terms, the Rate of Interest for each Interest Accrual Period will, subject as
provided below, be USD-SOFR-LOCKOUT-COMPOUND; or
(3) if SOFR Lookback Compound is specified as applicable in the relevant Final
Terms, the Rate of Interest for each Interest Accrual Period will, subject as
provided below, be USD-SOFR-LOOKBACK-COMPOUND; or
(4) if SOFR Shift Compound is specified as applicable in the relevant Final Terms,
the Rate of Interest for each Interest Accrual Period will, subject as provided
below, be USD-SOFR-SHIFT-COMPOUND; or
(5) if SOFR Index Average is specified as applicable in the relevant Final Terms,
the Rate of Interest for each Interest Accrual Period will, subject as provided
below, be USD-SOFR-INDEX-AVERAGE;
where:
"USD-SOFR-LOCKOUT-COMPOUND" means the rate of return of a daily
compound interest investment (with the SOFR as the reference rate for the calculation
of interest) and will be calculated by the Calculation Agent on the U.S. Government
Securities Business Day following each SOFR Rate Cut-Off Date, as follows:




where:
"d" means the number of calendar days in the relevant Interest Accrual Period;
"d0", for any Interest Accrual Period, means the number of U.S. Government
Securities Business Days in the relevant Interest Accrual Period;
"i" means a series of whole numbers from one to d 0, each representing the
relevant U.S. Government Securities Business Day in chronological order
from, and including, the first U.S. Government Securities Business Day in the
relevant Interest Accrual Period;
"ni" for any U.S. Government Securities Business Day "i" in the relevant
Interest Accrual Period, means the number of calendar days from, and
including, such U.S. Government Securities Business Day "i" up to, but
excluding, the following U.S. Government Securities Business Day ("i+1");
"SOFRi" means for any U.S. Government Securities Business Day "i" that is
a SOFR Interest Reset Date, the SOFR in respect of this SOFR Interest Reset
Date;
"SOFR Rate Cut-Off Date" means the date that is the second U.S.
Government Securities Business Day prior to the Interest Payment Date in
respect of the relevant Interest Accrual Period or such other date specified in
the Final Terms;


67
"SOFR Interest Reset Date" means each U.S. Government Securities
Business Day in the relevant Interest Accrual Period; provided, however, that
the SOFR with respect to each SOFR Interest Reset Date in the period from
and including, the SOFR Rate Cut-Off Date to, but excluding, the
corresponding Interest Payment Date of an Interest Accrual Period, will be the
SOFR with respect to the SOFR Interest Reset Date coinciding with the SOFR
Rate Cut-Off Date for such Interest Accrual Period;
"USD-SOFR-LOOKBACK-COMPOUND" means the rate of return of a daily
compound interest investment (with the SOFR as the reference rate for the calculation
of interest) and will be calculated by the Calculation Agent on the U.S. Government
Securities Business Day following each SOFR Interest Determination Date, as
follows:




where:
"d" means the number of calendar days in the relevant Interest Accrual Period;
"d0", for any Interest Accrual Period, means the number of U.S. Government
Securities Business Days in the relevant Interest Accrual Period;
"i" means a series of whole numbers from one to d 0, each representing the
relevant U.S. Government Securities Business Day in chronological order
from, and including, the first U.S. Government Securities Business Day in the
relevant Interest Accrual Period;
"SOFR Interest Determination Date" means, in respect of each Interest
Accrual Period, the date "p" U.S. Government Securities Business Days before
each Interest Payment Date;
"ni" for any U.S. Government Securities Business Day "i" in the relevant
Interest Accrual Period, means the number of calendar days from, and
including, such U.S. Government Securities Business Day "i" up to, but
excluding, the following U.S. Government Securities Business Day ("i+1");
"p" means in relation to any Interest Accrual Period, the number of U.S.
Government Securities Business Days as specified in the Final Terms under
the item "SOFR Observation Look-Back Period";
"SOFRi-pUSGSBD" means, for any U.S. Government Securities Business Day "i"
in the relevant Interest Accrual Period, the SOFR in respect of the U.S.
Government Securities Business Day falling "p" U.S. Government Securities
Business Days prior to that day "i";
"USD-SOFR-SHIFT-COMPOUND" means the rate of return of a daily compound
interest investment (with the SOFR as the reference rate for the calculation of interest)
and will be calculated by the Calculation Agent on the U.S. Government Securities
Business Day following each SOFR Interest Determination Date, as follows:




where:
"d" means the number of calendar days in the relevant SOFR Observation
Period;
"d0", for any SOFR Observation Period, means the number of U.S.
Government Securities Business Days in the relevant SOFR Observation
Period;
"i" means a series of whole numbers from one to d 0, each representing the
relevant U.S. Government Securities Business Day in chronological order
68
from, and including, the first U.S. Government Securities Business Day in the
relevant SOFR Observation Period;
"SOFR Interest Determination Date" means, in respect of each Interest
Accrual Period, the date "p" U.S. Government Securities Business Days before
each Interest Payment Date;
"ni" for any U.S. Government Securities Business Day "i" in the relevant SOFR
Observation Period, means the number of calendar days from, and including,
such U.S. Government Securities Business Day "i" to, but excluding, the
following U.S. Government Securities Business Day ("i+1");
"SOFRi" means, for any U.S. Government Securities Business Day "i" in the
relevant SOFR Observation Period, SOFR in respect of that day "i";
"SOFR Observation Period" in respect of each Interest Accrual Period,
means the period from, and including, the date "p" U.S. Government Securities
Business Days preceding the first date in such Interest Accrual Period (and the
first Interest Accrual Period shall begin on and include the Interest
Commencement Date) to, but excluding, the date "p" U.S. Government
Securities Business Days preceding the Interest Payment Date relating to such
Interest Accrual Period (or the date falling "p" U.S. Government Securities
Business Days prior to such earlier date, if any, on which the Obligations
Foncières become due and payable);
"p" means in relation to any Interest Accrual Period, the number of U.S.
Government Securities Business Days as specified in the Final Terms under
the item "SOFR Observation Look-Back Period".
"USD-SOFR-INDEX-AVERAGE" means the rate of return of a compounded
average interest investment (with the SOFR Index as the reference rate for the
calculation of interest) and will be calculated by the Calculation Agent on the Interest
Determination Date, as follows:




where:
"dc" means the number of calendar days from, and including, the day in relation
to which the SOFR IndexStart is determined to, but excluding, the day in relation
to which the SOFR IndexEnd is determined;
"p" means in relation to any Interest Accrual Period, the number of U.S.
Government Securities Business Days as specified in the Final Terms under
the item "SOFR Observation Look-Back Period";
"SOFR Index" in relation to any U.S. Government Securities Business Day
shall be the value published by the Federal Reserve Bank of New York on the
SOFR Administrator's Website on or about 8:00 a.m. (New York City time) on
such U.S. Government Securities Business Day. In the event that the value
originally published by the Federal Reserve Bank of New York on or about
8:00 a.m. (New York City time) on any U.S. Government Securities Business
Day is subsequently corrected and such corrected value is published by the
Federal Reserve Bank of New York on or about 2:30 p.m. (New York City
time) on the original date of publication, then such corrected value, instead of
the value that was originally published, shall be deemed the SOFR Index in
relation to such U.S. Government Securities Business Day;
"SOFR IndexStart" means the SOFR Index value on the day falling "p" U.S.
Government Securities Business Day preceding the first date of the relevant
Interest Accrual Period (or with respect to the first Interest Accrual Period, the
Issue Date) (a "SOFR Index Determination Date");
"SOFR IndexEnd" means the SOFR Index value on the day falling "p" U.S.
Government Securities Business Day preceding the Interest Payment Date
relating to such Interest Accrual Period (or with respect to the final Interest

69
Accrual Period, the Maturity Date, or, if applicable, the date on which the
Obligations Foncières become due and payable).
Subject to the provisions of paragraph (3) of the definition of "SOFR" below, if the
SOFR Index is not published on any relevant SOFR Index Determination Date and a
Benchmark Transition Event and its related Benchmark Replacement Date have not
occurred, the "USD-SOFR-INDEX-AVERAGE" shall be calculated on any Interest
Determination Date with respect to an Interest Accrual Period, in accordance with
"USD-SOFR-SHIFT-COMPOUND" and "p" shall mean two U.S. Government
Securities Business Days.
If the Calculation Agent or, as the case may be, the Alternate Agent determines on or
prior to the relevant Reference Time that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to the then-current
Benchmark, the Benchmark Replacement will replace the then-current Benchmark for
all purposes relating to the Obligations Foncières in respect of all determinations on
such date and for all determinations on all subsequent dates.
In connection with the implementation of a Benchmark Replacement, the Calculation
Agent or, as the case may be, the Alternate Agent will have the right to make
Benchmark Replacement Conforming Changes from time to time.
For the purpose of this Condition 5(c)(iii)(C)(f):
"Alternate Agent" means an independent financial institution of international repute
or an independent financial expert with appropriate expertise appointed by the Issuer;
"Benchmark" means, initially, SOFR; provided that if a Benchmark Transition Event
and its related Benchmark Replacement Date have occurred with respect to the SOFR
or the then-current Benchmark, then "Benchmark" means the applicable Benchmark
Replacement;
"Benchmark Replacement" means the first alternative set forth in the order
presented in clause (3) of the definition of "SOFR" that can be determined by the
Calculation Agent or, as the case may be, the Alternate Agent as of the Benchmark
Replacement Date;
"Benchmark Replacement Adjustment" means the first alternative set forth in the
order below that can be determined by the Calculation Agent or, as the case may be,
the Alternate Agent as of the Benchmark Replacement Date:
(1) the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been
selected or recommended by the Relevant Governmental Body for the
applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the
ISDA Fallback Rate, then the ISDA Fallback Adjustment;
(3) the spread adjustment (which may be a positive or negative value or zero) that
has been selected by the Calculation Agent or, as the case may be, the Alternate
Agent giving due consideration to any industry-accepted spread adjustment, or
method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted
Benchmark Replacement for U.S. dollar-denominated floating rate obligations
foncières at such time;
"Benchmark Replacement Conforming Changes" means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes
(including changes to the timing and frequency of determining rates and making
payments of interest, rounding of amounts or tenors, and other administrative matters)
that the Calculation Agent or, as the case may be, the Alternate Agent decide may be
appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Calculation Agent or, as the
case may be, the Alternate Agent decide that adoption of any portion of such market
practice is not administratively feasible or if the Calculation Agent or, as the case may
be, the Alternate Agent determine that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Calculation Agent or, as the case may
be, the Alternate Agent determine is reasonably necessary);
70
"Benchmark Replacement Date" means the earliest to occur of the following events
with respect to the then-current Benchmark (including the daily published component
used in the calculation thereof):
(1) in the case of paragraph (1) or (2) of the definition of "Benchmark Transition
Event", the later of (a) the date of the public statement or publication of
information referenced therein and (b) the date on which the administrator of
the Benchmark permanently or indefinitely ceases to provide the Benchmark;
or
(2) in the case of paragraph (3) of the definition of "Benchmark Transition Event",
the date of the public statement or publication of information referenced
therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement
Date occurs on the same day as, but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be deemed to have occurred
prior to the Reference Time for such determination;
"Benchmark Transition Event" means the occurrence of one or more of the
following events with respect to the then-current Benchmark (including the daily
published component used in the calculation thereof):
(1) a public statement or publication of information by or on behalf of the
administrator of the Benchmark (or such component) announcing that such
administrator has ceased or will cease to provide the Benchmark (or such
component), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue
to provide the Benchmark (or such component);
(2) a public statement or publication of information by the regulatory supervisor
for the administrator of the Benchmark (or such component), the central bank
for the currency of the Benchmark (or such component), an insolvency official
with jurisdiction over the administrator for the Benchmark (or such
component), a resolution authority with jurisdiction over the administrator for
the Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for the Benchmark
(or such component), which states that the administrator of the Benchmark (or
such component) has ceased or will cease to provide the Benchmark (or such
component) permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue
to provide the Benchmark (or such component); or
(3) a public statement or publication of information by the regulatory supervisor
for the administrator of the Benchmark announcing that the Benchmark is no
longer representative;
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive
or negative value or zero) that would apply for derivatives transactions referencing
the 2006 ISDA Definitions to be determined upon the occurrence of an index cessation
event with respect to the Benchmark for the applicable tenor;
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions
referencing the 2006 ISDA Definitions to be effective upon the occurrence of an index
cessation event with respect to the Benchmark for the applicable tenor excluding the
applicable ISDA Fallback Adjustment;
"Reference Time" with respect to any determination of the Benchmark means (i) if
the Benchmark is SOFR, the SOFR Determination Time and (ii) if the Benchmark is
not SOFR, the time determined by the Calculation Agent or, as the case may be, the
Alternate Agent after giving effect to the Benchmark Replacement Conforming
Changes;
"Relevant Governmental Body" means the Federal Reserve Board and/or the
Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any
successor thereto;
"SOFR" means, with respect to any U.S. Government Securities Business Day:
71
(1) the Secured Overnight Financing Rate published for such U.S. Government
Securities Business Day as such rate appears on the SOFR Administrator's
Website at 3:00 p.m. (New York time) on the immediately following U.S.
Government Securities Business Day (the "SOFR Determination Time");
(2) if the rate specified in (1) above does not so appear, and unless both a
Benchmark Transition Event and its related Benchmark Replacement Date
have occurred, the Secured Overnight Financing Rate as published in respect
of the first preceding U.S. Government Securities Business Day for which the
Secured Overnight Financing Rate was published on the SOFR Administrator's
Website;
(3) if a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred:
(X) the sum of (a) the alternate rate that has been selected or recommended
by the Relevant Governmental Body as the replacement for the then-
current Benchmark for the applicable corresponding tenor and (b) the
Benchmark Replacement Adjustment;
(Y) the sum of (a) the ISDA Fallback Rate and (b) the Benchmark
Replacement Adjustment; or
(Z) the sum of (a) the alternate rate of interest that has been selected by the
Calculation Agent or, as the case may be, the Alternate Agent as the
replacement for the then-current Benchmark giving due consideration
to any industry-accepted rate of interest as a replacement for the then-
current Benchmark for U.S. dollar-denominated floating rate
obligations foncières at such time and (b) the Benchmark Replacement
Adjustment;
"SOFR Administrator's Website" means the website of the Federal Reserve Bank
of New York, currently at http://www.newyorkfed.org, or any successor website of
the Federal Reserve Bank of New York or the website of any successor administrator
of SOFR;
"U.S. Government Securities Business Day or USGSBD" means any day except for
a Saturday, Sunday or a day on which Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed
for the entire day for purposes of trading in U.S. government securities; and
"Unadjusted Benchmark Replacement" means the Benchmark Replacement
excluding the Benchmark Replacement Adjustment.
Any substitution of the SOFR, as specified above, will remain effective for the
remaining term to maturity of the Obligations Foncières and shall be published by the
Issuer in accordance with Condition 13.
(g) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being SONIA, the
Rate of Interest for each Interest Accrual Period plus or minus (as indicated in the
applicable Final Terms) the Margin (if any) will, subject as provided below, be
calculated by the Calculation Agent on the Interest Determination Date, as follows,
and the resulting percentage will be rounded if necessary to the nearest one ten-
thousandth of a percentage point, with 0.00005 being rounded upwards:
(1) if SONIA Shift Compound is specified as applicable in the relevant Final
Terms, the Rate of Interest for each Interest Accrual Period will, subject as
provided below, be SONIA-SHIFT-COMPOUND; or
(2) if SONIA Lookback Compound is specified as applicable in the relevant Final
Terms, the Rate of Interest for each Interest Accrual Period will, subject as
provided below, be SONIA-LOOKBACK-COMPOUND; or
(3) if SONIA Compounded Index is specified as applicable in the relevant Final
Terms, the Rate of Interest for each Interest Accrual Period will, subject as
provided below, be SONIA- COMPOUND;


72
where:
"SONIA-SHIFT-COMPOUND" means the rate of return of a daily compounded
interest investment (with the SONIA (as defined below) as reference rate for the
calculation of interest) and will be calculated by the Calculation Agent on the Interest
Determination Date, as follows:




where:
"d" is the number of calendar days in the relevant SONIA Observation Period;
"do" for any SONIA Observation Period, is the number of London Banking
Days in the relevant SONIA Observation Period;
"i" is a series of whole numbers from one to d 0, each representing the relevant
London Banking Day in chronological order from, and including, the first
London Banking Day in the relevant SONIA Observation Period;
"London Banking Day" or "LBD" means any day on which commercial
banks are open for general business (including dealing in foreign exchange and
foreign currency deposits) in London;
"ni" for any London Banking Day "i" in the relevant SONIA Observation
Period, means the number of calendar days from and including such London
Banking Day "i" up to but excluding the following London Banking Day
("i+1");
"p" means in relation to any Interest Accrual Period, the number of London
Banking Days as specified in the Final Terms under the item "SONIA
Observation Look-Back Period";
"SONIA", in respect of any London Banking Day, is a reference rate equal to
the daily Sterling Overnight Index Average (SONIA) rate for such London
Banking Day as provided by the administrator of SONIA to authorised
distributors and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors, on the London Banking Day immediately following
such London Banking Day;
"SONIAi", means in respect of any London Banking Day "i" falling in the
relevant SONIA Observation Period, the SONIA for such London Banking
Day "i"; and
"SONIA Observation Period" means the period from and including the date
falling "p" London Banking Days prior to the first day of the relevant Interest
Accrual Period (and the first Interest Accrual Period shall begin on and include
the Interest Commencement Date) and ending on, but excluding, the date
falling "p" London Banking Days prior to the Interest Payment Date relating
to such Interest Accrual Period (or the date falling "p" London Banking Days
prior to such earlier date, if any, on which the Obligations Foncières become
due and payable);
"SONIA-LOOKBACK-COMPOUND" means the rate of return of a daily
compounded interest investment (with the SONIA (as defined below) as reference rate
for the calculation of interest) and will be calculated by the Calculation Agent on the
Interest Determination Date, as follows:




where:
"d" is the number of calendar days in the relevant Interest Accrual Period;



73
"do" is the number of London Banking Days in the relevant Interest Accrual
Period;
"i" is a series of whole numbers from one to d 0, each representing the relevant
London Banking Days in chronological order from, and including, the first
London Banking Day in the Interest Accrual Period;
"London Banking Day" or "LBD" means any day on which commercial
banks are open for general business (including dealing in foreign exchange and
foreign currency deposits) in London;
"ni" for any London Banking Day "i" in the relevant Interest Accrual Period,
means the number of calendar days from and including such London Banking
Day "i" up to but excluding the following London Banking Day ("i+1");
"p" means in relation to any Interest Accrual Period, the number of London
Banking Days as specified in the Final Terms under the item "SONIA
Observation Look-Back Period";
"SONIA", in respect of any London Banking Day, is a reference rate equal to
the daily Sterling Overnight Index Average (SONIA) rate for such London
Banking Day as provided by the administrator of SONIA to authorised
distributors and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors, in each case, on the London Banking Day immediately
following such London Banking Day; and
"SONIAi-pLBD", means in respect of any London Banking Day "i" falling in the
relevant Interest Accrual Period, the SONIA in respect of the London Banking
Day falling "p" London Banking Days prior to the relevant London Banking
Day "i";
"SONIA Compounded Index" means the rate of return of a compounded average
interest investment (with the SONIA (as defined below) as reference rate for the
calculation of interest) and will be calculated by the Calculation Agent on the Interest
Determination Date, as follows:




where:
"d" is the number of calendar days from, and including, the day in relation to
which the SONIA Compounded Indexx is determined to, but excluding, the day
in relation to which the SONIA Compounded Index y is determined;
"London Banking Day" or "LBD" means any day on which commercial
banks are open for general business (including dealing in foreign exchange and
foreign currency deposits) in London;
"p" means in relation to any Interest Accrual Period, the number of London
Banking Days as specified in the Final Terms under the item "SONIA
Observation Look-Back Period";
"SONIA", in respect of any London Banking Day, is a reference rate equal to
the daily Sterling Overnight Index Average (SONIA) rate for such London
Banking Day as provided by the administrator of SONIA to authorised
distributors and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors, on the London Banking Day immediately following
such London Banking Day;
"SONIA Compounded Index" in relation to any London Banking Day shall
be the value provided by the administrator of SONIA to authorised distributors
on or about 9:00 a.m. (London Time), and as then published on the Relevant
Screen Page, or if the Relevant Screen Page is unavailable, as otherwise
published by such authorised distributors. In the event that the SONIA
Compounded Index value originally published by the administrator of SONIA

74
on or about 9:00 a.m. (London Time) on any London Banking Day is
subsequently corrected and such corrected value is published by the
administrator of SONIA on the original date of publication, then such corrected
value, instead of the value that was originally published, shall be deemed the
SONIA Compounded Index value;
"SONIA Compounded Indexx" means the SONIA Compounded Index value
on the day falling "p" London Banking Days preceding the first date of such
Interest Accrual Period (or with respect to the first Interest Accrual Period, the
Issue Date);
"SONIA Compounded Indexy" means the SONIA Compounded Index value
on the day falling "p" London Banking Days preceding the Interest Payment
Date relating to such Interest Accrual Period (or with respect to the final
Interest Accrual Period, the Maturity Date, or, if applicable, the date on which
the Obligations Foncières become due and payable).
If the SONIA Compounded Index is unavailable on the Relevant Screen Page
on any SONIA Compounded Index determination date, the "SONIA
Compounded Index" shall be calculated on any Interest Determination Date
with respect to an Interest Accrual Period in accordance with "SONIA-SHIFT-
COMPOUND".
If the Calculation Agent determines that the SONIA is not available on the Relevant
Screen Page or has not otherwise been published by the relevant authorised
distributors, such SONIA shall be:
(x) (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of
business on the relevant London Banking Day; plus (ii) the mean of the spread
of the SONIA to the Bank Rate over the previous five (5) days on which a
SONIA has been published, excluding the highest spread (or, if there is more
than one highest spread, one only of those highest spreads) and lowest spread
(or, if there is more than one lowest spread, one only of those lowest spreads)
to the Bank Rate; or
(y) if such Bank Rate is not available, the SONIA published on the Relevant
Screen Page (or otherwise published by the relevant authorised distributors)
for the first preceding London Banking Day on which the SONIA rate was
published on the Relevant Screen Page (or otherwise published by the relevant
authorised distributors) or, if more recent, the latest rate determined under
paragraph (x) above.
Notwithstanding the paragraphs above, in the event the Bank of England publishes
guidance as to (i) how the SONIA is to be determined or (ii) any rate that is to replace
the SONIA, the Calculation Agent shall, to the extent that it is reasonably practicable,
follow such guidance in order to determine SONIA for the purpose of the Obligations
Foncières for so long as the SONIA is not available or has not been published by the
authorised distributors.
Any substitution of the SONIA, as specified above, will remain effective for the
remaining term to maturity of the Obligations Foncières and shall be published by the
Issuer in accordance with Condition 13.
In the event that the Rate of Interest cannot be determined in accordance with the
foregoing provisions by the Calculation Agent, the Rate of Interest shall be (i) that
determined as at the last preceding Interest Determination Date relating to such Rate
of Interest calculation (though substituting, where a different Margin or Maximum
Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest
Accrual Period from that which applied to the last preceding Interest Accrual Period,
the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the
relevant Interest Accrual Period in place of the Margin or Maximum Rate of Interest
or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or
(ii) if there is no such preceding Interest Determination Date, the initial Rate of
Interest which would have been applicable to such Obligations Foncières for the first
Interest Accrual Period, had the Obligations Foncières been in issue for a period equal
in duration to the scheduled first Interest Accrual Period but ending on (and excluding)


75
the Interest Commencement Date (but applying the Margin and any Maximum Rate
of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period).
(h) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being CMS Rate,
the Rate of Interest for each Interest Accrual Period plus or minus (as indicated in the
relevant Final Terms) the Margin (if any) will, subject as provided below or (if
applicable) to Condition 5(c)(iii)(D) below, be determined by the Calculation Agent
by reference to the following formula:
CMS Rate + Margin
If the Relevant Screen Page is not available at the Specified Time on the relevant
Interest Determination Date: (i) the Calculation Agent shall request each of the CMS
Reference Banks to provide the Calculation Agent with its quotation for the Relevant
Swap Rate at approximately the Specified Time on the relevant Interest Determination
Date; (ii) if at least three of the CMS Reference Banks provide the Calculation Agent
with such quotations, the CMS Rate for such Interest Accrual Period shall be the
arithmetic mean of such quotations, eliminating the highest quotation (or, in the event
of equality, one of the highest quotations and the lowest quotation (or, in the event of
equality, one of the lowest quotations) and (iii) if on any Interest Determination Date
less than three or none of the CMS Reference Banks provides the Calculation Agent
with such quotations as provided in the preceding paragraph, the CMS Rate shall be
determined by the Calculation Agent on such commercial basis as considered
appropriate by the Calculation Agent in its absolute discretion, in accordance with the
then prevailing standard market practice.
For the purpose of this Condition 5(c)(iii)(C)(h):
"CMS Rate" shall mean the applicable swap rate for swap transactions in the
Reference Currency with a maturity of the Designated Maturity, expressed as a
percentage, which appears on the Relevant Screen Page as at the Specified Time on
the relevant Interest Determination Date in question, all as determined by the
Calculation Agent.
"CMS Reference Banks" means (i) where the Reference Currency is Euro, the
principal office of five (5) leading swap dealers in the inter-bank market, (ii) where
the Reference Currency is Sterling, the principal London office of five (5) leading
swap dealers in the London inter-bank market, (iii) where the Reference Currency is
United States dollars, the principal New York City office of five (5) leading swap
dealers in the New York City inter-bank market, or (iv) in the case of any other
Reference Currency, the principal Relevant Financial Centre office of five (5) leading
swap dealers in the Relevant Financial Centre inter-bank market, in each case selected
by the Calculation Agent.
"Reference Currency" means the currency specified as such in the relevant Final
Terms.
"Reference Financial Centre" means, with respect to a Reference Currency, the
financial centre specified as such in the relevant Final Terms.
"Designated Maturity", "Specified Time" and "Relevant Screen Page" shall have
the meaning given to those terms in the relevant Final Terms.
"Relevant Swap Rate" means:
(i) where the Reference Currency is Euro, the mid-market annual swap rate
determined on the basis of the arithmetic mean of the bid and offered rates for
the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-
floating euro interest rate swap transaction with a term equal to the Designated
Maturity commencing on the first day of the relevant Interest Accrual Period
and in a Representative Amount with an acknowledged dealer of good credit
in the swap market, where the floating leg, in each case calculated on an
Actual/360 day count basis, is equivalent to EUR-EURIBOR-Reuters (as
defined in the ISDA Definitions) with a designated maturity determined by the
Calculation Agent by reference to the then prevailing standard market practice
or the ISDA Definitions;

76
(ii) where the Reference Currency is any other currency of if the relevant Final
Terms specify otherwise, the mid-market swap rate as determined in
accordance with the relevant Final Terms.
"Representative Amount" means an amount that is representative for a single
transaction in the relevant market at the relevant time, as determined by the
Calculation Agent.
(i) Where Screen Rate Determination is specified in the relevant Final Terms as the
manner in which the Rate of Interest is to be determined and the Reference Rate in
respect of the Floating Rate Obligations Foncières is specified as being TEC10, the
Rate of Interest for each Interest Accrual Period plus or minus (as indicated in the
applicable Final Terms) the Margin (if any) will, subject as provided below or (if
applicable) to Condition 5(c)(iii)(D) below, be determined by the Calculation Agent
by reference to the following formula:
TEC10 + Margin
"TEC10" means the offered quotation (expressed as a percentage rate per annum) for
the EUR-TEC10-CNO6, calculated by the Banque de France, which appears on the
Relevant Screen Page, being the caption "TEC10" on the Reuters Screen
BDFCNOTEC Page or any successor page, as at 10.00 a.m. Paris time on the Interest
Determination Date in question.
If, on any Interest Determination Date, TEC10 does not appear on Reuters Screen
BDFCNOTEC Page or any successor page, (i) it shall be determined by the
Calculation Agent on the basis of the mid-market prices for each of the two reference
OAT (Obligation Assimilable du Trésor) which would have been used by the Banque
de France for the calculation of the relevant rate, quoted in each case by five (5)
Spécialistes en Valeurs du Trésor at approximately 10:00 a.m. Paris time on the
Interest Determination Date in question; (ii) the Calculation Agent will request each
Spécialiste en Valeurs du Trésor to provide a quotation of its price; and (iii) TEC10
will be the redemption yield of the arithmetic mean of such prices as determined by
the Calculation Agent after discarding the highest and lowest of such quotations. The
above-mentioned redemption yield shall be determined by the Calculation Agent in
accordance with the formula that would have been used by the Banque de France for
the determination of the relevant rate.
For information purposes only, the EUR-TEC10-CNO, established in April 1996, is
the percentage yield (rounded to the nearest second decimal point, 0.005 per cent.
being rounded upwards) of a notional 10 year French Treasury Bond (Obligation
Assimilable du Trésor, "OAT") corresponding to the linear interpolation between the
yield to maturity of the two actual OATs (the "Reference OATs") whose periods to
maturity are closest in duration to the notional 10 year OAT, one Reference OAT's
duration being of less than 10 years and the other Reference OAT's duration being
greater than 10 years.
In the relevant Final Terms, when the paragraph "Reference Rate" specifies that the rate is
determined by linear interpolation, in respect of an Interest Accrual Period, the Rate of
Interest for such Interest Accrual Period shall be calculated by the Calculation Agent by
straight line linear interpolation by reference to two rates based on the relevant "Benchmark",
one of which shall be determined as if the maturity for which rates are available were the
period of time of next shorter length as compared to the length of the relevant Interest Accrual
Period, and the other of which shall be determined as if the maturity were the period of time
of next longer length as compared to the length of the relevant Interest Accrual Period.
(D) Benchmark discontinuation
Where Screen Rate Determination is specified in the applicable Final Terms as the manner
in which the Rate of Interest is to be determined, if a Benchmark Event occurs in relation to
an Original Reference Rate (other than €STR, SARON, SOFR and SONIA) at any time, when
the Terms and Conditions of the Obligations Foncières provide for any remaining rate of
interest (or any component part thereof) to be determined by reference to such Original
Reference Rate, then the following provisions shall apply and prevail over the other fallback
provisions set out in Condition 5(c)(iii)(C). For the avoidance of doubt, the following

6
All potential users of the EUR-TEC10-CNO must first enter into a trademark licence agreement available from the CNO.

77
provisions shall not apply and shall not prevail over the fallback provisions relating to €STR,
SARON, SOFR and SONIA provided in Condition 5(c)(iii)(C)(d), Condition 5(c)(iii)(C)(e),
Condition 5(c)(iii)(C)(f) and Condition 5(c)(iii)(C)(g).
(a) Independent Adviser
The Issuer shall use reasonable endeavours to appoint an Independent Adviser, as soon
as reasonably practicable, to determine a Successor Rate, failing which an Alternative
Rate (in accordance with Condition 5(c)(iii)(D)(b)) and, in either case, an Adjustment
Spread, if any (in accordance with Condition 5(c)(iii)(D)(c)) and any Benchmark
Amendments (in accordance with Condition 5(c)(iii)(D)(d)).
An Independent Adviser appointed pursuant to this Condition 5(c)(iii)(D) shall act in
good faith and in a commercially reasonable manner as an expert and (in the absence
of bad faith or fraud) shall have no liability whatsoever to the Issuer, the Fiscal Agent,
the Paying Agents, the Calculation Agent or any other party responsible for
determining the Rate of Interest specified in the applicable Final Terms, or the holders
of Obligations Foncières for any determination made by it pursuant to this
Condition 5(c)(iii)(D).
(b) Successor Rate or Alternative Rate
If the Independent Adviser determines in good faith and in a commercially reasonable
manner that:
(1) there is a Successor Rate, then such Successor Rate shall (subject to adjustment
as provided in Condition 5(c)(iii)(D)(d)) subsequently be used in place of the
Original Reference Rate to determine the relevant Rate(s) of Interest (or the
relevant component part(s) thereof) for all relevant future payments of interest
on the Obligations Foncières (subject to the further operation of this
Condition 5(c)(iii)(D)); or
(2) there is no Successor Rate but that there is an Alternative Rate, then such
Alternative Rate shall (subject to adjustment as provided in Condition
5(c)(iii)(D)(d)) subsequently be used in place of the Original Reference Rate
to determine the relevant Rate(s) of Interest (or the relevant component part(s)
thereof) for all relevant future payments of interest on the Obligations
Foncières (subject to the further operation of this Condition 5(c)(iii)(D)).
(c) Adjustment Spread
If the Independent Adviser, determines in good faith and in a commercially reasonable
manner (i) that an Adjustment Spread is required to be applied to the Successor Rate
or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then such Adjustment Spread
shall be applied to the Successor Rate or the Alternative Rate (as the case may be) for
each subsequent determination of a relevant Rate of Interest (or a relevant component
part thereof) by reference to such Successor Rate or Alternative Rate (as applicable).
(d) Benchmark Amendments
If any Successor Rate, Alternative Rate or Adjustment Spread is determined in
accordance with this Condition 5(c)(iii)(D) and the Independent Adviser determines
in good faith and in a commercially reasonable manner (i) that amendments to the
Terms and Conditions of the Obligations Foncières (including, without limitation,
amendments to the definitions of Day Count Fraction, Business Days, or Relevant
Screen Page) are necessary to ensure the proper operation of such Successor Rate,
Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark
Amendments") and (ii) the terms of the Benchmark Amendments, then the Issuer
shall, subject to giving notice thereof in accordance with Condition 5(c)(iii)(D)(e),
without any requirement for the consent or approval of holders of Obligations
Foncières, vary the Terms and Conditions of the Obligations Foncières to give effect
to such Benchmark Amendments with effect from the date specified in such notice.
In connection with any such variation in accordance with this Condition 5(c)(iii)(D),
the Issuer shall comply with the rules of any stock exchange on which the Obligations
Foncières are for the time being admitted to trading.
(e) Notices, etc.
78
The Issuer shall, after receiving such information from the Independent Adviser,
notify the Fiscal Agent, the Calculation Agent, the Paying Agents, the Representative
(if any) and, in accordance with Condition 13, the holders of Obligations Foncières
promptly of any Successor Rate, Alternative Rate, Adjustment Spread and the specific
terms of any Benchmark Amendments, determined under this Condition 5(c)(iii)(D).
Such notice shall be irrevocable and shall specify the effective date of the Benchmark
Amendments, if any.
(f) Fallbacks
If, following the occurrence of a Benchmark Event and in relation to the determination
of the Rate of Interest on the immediately following Interest Determination Date, no
Successor Rate or Alternative Rate (as applicable) is determined pursuant to this
provision, the fallback provisions relating to the Originial Reference Rate specified in
Condition 5(c)(iii)(C) will continue to apply to such determination.
In such circumstances, the Issuer will be entitled (but not obliged), at any time
thereafter, to elect to re-apply the provisions of this Condition 5(c)(iii)(D), mutatis
mutandis, on one or more occasions until a Successor Rate or Alternative Rate (and,
if applicable, any associated Adjustment Spread and/or Benchmark Amendments) has
been determined and notified in accordance with this Condition 5(c)(iii)(D) (and, until
such determination and notification (if any), the fallback provisions provided
elsewhere in these Terms and Conditions of the Obligations Foncières including, for
the avoidance of doubt, the other fallbacks specified in Condition 5(c)(iii)(C), will
continue to apply in accordance with their terms.
(g) Definitions
In this Condition 5(c)(iii)(D):
"Adjustment Spread" means either a spread (which may be positive or negative), or
the formula or methodology for calculating a spread, in either case, which the
Independent Adviser determines and which is required to be applied to the Successor
Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the fullest
extent reasonably practicable in the circumstances, any economic prejudice or benefit
(as the case may be) to holders of Obligations Foncières as a result of the replacement
of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the
case may be) and is the spread, formula or methodology which:
(1) in the case of a Successor Rate, is formally recommended, or formally provided
as an option for parties to adopt, in relation to the replacement of the Original
Reference Rate with the Successor Rate by any Relevant Nominating Body;
(2) in the case of an Alternative Rate (or in the case of a Successor Rate where (1)
above does not apply), is in customary market usage in the international debt
capital market for transactions which reference the Original Reference Rate,
where such rate has been replaced by the Alternative Rate (or, as the case may
be, the Successor Rate); or
(3) if no such recommendation or option has been made (or made available), or
the Independent Adviser determines there is no such spread, formula or
methodology in customary market usage, the Independent Adviser, acting in
good faith, determines to be appropriate;
"Alternative Rate" means an alternative benchmark or screen rate which the
Independent Adviser determines in accordance with this Condition 5(c)(iii)(D) and
which is customary market usage in the international debt capital markets for the
purposes of determining rates of interest (or the relevant component part thereof) for
a commensurate interest period and in the same Specified Currency as the Obligations
Foncières;
"Benchmark Event" means, with respect to an Original Reference Rate:
(1) the Original Reference Rate ceasing to exist or be published;
(2) the later of (i) the making of a public statement by the administrator of the
Original Reference Rate that it will, on or before a specified date, cease
publishing the Original Reference Rate permanently or indefinitely (in
circumstances where no successor administrator has been appointed that will
79
continue publication of the Original Reference Rate) and (ii) the date falling
six months prior to the date specified in (2)(i);
(3) the making of a public statement by the supervisor of the administrator of the
Original Reference Rate that the Original Reference Rate has been
permanently or indefinitely discontinued;
(4) the later of (i) the making of a public statement by the supervisor of the
administrator of the Original Reference Rate that the Original Reference Rate
will, on or before a specified date, be permanently or indefinitely discontinued
and (ii) the date falling six months prior to the date specified in (4)(i);
(5) the making of a public statement by the supervisor of the administrator of the
Original Reference Rate that means the Original Reference Rate will be
prohibited from being used or that its use will be subject to restrictions or
adverse consequences, in each case within the following six months;
(6) it has or will prior to the next Interest Determination Date, become unlawful
for the Issuer, the party responsible for determining the Rate of Interest (being
the Agent or the Calculation Agent), or any Paying Agent to calculate any
payments due to be made to any holder of Obligations Foncières using the
Original Reference Rate (including, without limitation, under the Benchmarks
Regulation, if applicable); or
(7) that a decision to withdraw the authorisation or registration pursuant to Article
35 of the Benchmarks Regulation of any benchmark administrator previously
authorised to publish such Original Reference Rate has been adopted;
"Benchmarks Regulation" means Regulation (EU) 2016/1011 of the European
Parliament and of the Council of 8 June 2016 on indices used as benchmarks in
financial instruments and financial contracts or to measure the performance of
investment funds, as amended.
"Independent Adviser" means an independent financial institution of international
repute or an independent adviser of recognised standing with appropriate expertise
appointed by the Issuer at its own expense under Condition 5(c)(iii)(D)(a);
"Original Reference Rate" means the benchmark or screen rate (as applicable)
originally specified for the purpose of determining the relevant Rate of Interest (or
any relevant component part(s) thereof) on the Obligations Foncières;
"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as
applicable):
(1) the central bank for the currency to which the benchmark or screen rate (as
applicable) relates, or any central bank or other supervisory authority which is
responsible for supervising the administrator of the benchmark or screen rate
(as applicable); or
(2) any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (i) the central bank for the currency to which the
benchmark or screen rate (as applicable) relates, (ii) any central bank or other
supervisory authority which is responsible for supervising the administrator of
the benchmark or screen rate (as applicable), (iii) a group of the
aforementioned central banks or other supervisory authorities or (iv) the
Financial Stability Board or any part thereof; and
"Successor Rate" means a successor to or replacement of the Original Reference Rate
which is formally recommended by any Relevant Nominating Body, and if, following
a Benchmark Event, two or more successor or replacement rates are recommended by
any Relevant Nominating Body, the Independent Adviser, shall determine which of
those successor or replacement rates is most appropriate, having regard to, inter alia,
the particular features of the relevant Obligations Foncières and the nature of the
Issuer.
(iv) Rate of Interest for Inflation Linked Obligations Foncières:
(A) Consumer Price Index (CPI)


80
Where the consumer price index (excluding tobacco) for all households in France, as
calculated and published by the Institut National de la Statistique et des Etudes Economiques
(the "INSEE") ("CPI") is specified as the Index in the relevant Final Terms, this
Condition 5(c)(iv)(A) shall apply. Terms defined herein shall have the meanings set out
below only when this Condition 5(c)(iv)(A) shall apply.
The Rate of Interest in respect of Inflation Linked Obligations Foncières indexed to the CPI
(the "CPI Linked Interest") applicable from time to time for each Interest Accrual Period
(as specified in the relevant Final Terms) will be equal to the fixed rate per annum specified
in the relevant Final Terms multiplied by the Inflation Index Ratio (as defined below).
The CPI Linked Interest will be determined by the Calculation Agent on the following basis:
(a) On the fifth Business Day before each Interest Payment Date (an "Interest
Determination Date") the Calculation Agent will calculate the Inflation Index Ratio.
For the purpose of this Condition 5(c)(iv)(A), the "Inflation Index Ratio" or "IIR"
is the ratio between (i) the CPI Daily Inflation Reference Index (as defined below)
applicable on any Interest Payment Date, as the case may be and (ii) the base reference
defined as the CPI Daily Inflation Reference Index (as defined below) applicable on
the date specified in the relevant Final Terms (the "Base Reference").
Notwithstanding Condition 5(g)(iii), the IIR will be rounded if necessary to six
significant figures (with halves being rounded up).
"CPI Daily Inflation Reference Index" means (i) in relation to the first day of any
given calendar month, the CPI Monthly Reference Index of the third month preceding
such month, and (ii in relation to a day D (other than the first day) in any given
calendar month ("M"), the linear interpolation of the CPI Monthly Reference Index
pertaining respectively to the third calendar month preceding such month ("M – 3")
and the second calendar month preceding such month ("M – 2") calculated in
accordance with the following formula:
CPI Daily Inflation Reference Index=
D-1 (CPI Monthly Reference IndexM-2 - CPI Monthly Reference IndexM-
CPI Monthly Reference Index M-3 + x
3)
NDM



With:
"NDM": number of days in the relevant month M and, in the case of payment of
principal or interest, shall be equal to 31;
"D": actual day of payment in the relevant month M and, in the case of payment of
principal or interest, shall be equal to 25;
"CPI Monthly Reference Index M-2": the level of the CPI Monthly Reference Index
published in relation to month M - 2;
"CPI Monthly Reference Index M-3": the level of the CPI Monthly Reference Index
published in relation to month M - 3.
Notwithstanding Condition 5(g)(iii), the CPI Daily Inflation Reference Index will be
rounded if necessary to six significant figures (with halves being rounded up).
For information purposes, such CPI Daily Inflation Reference Index appears on the
Agence France Trésor Reuters Page OATINFLATION01 or on Bloomberg
FRCPXTOB Index pages and on the website www.aft.gouv.fr. In the case of
doubt in the interpretation of the methods used to calculate the Inflation Index Ratio,
such methods shall be interpreted by reference to the procedures selected by the
French Treasury (Trésor) for its obligations assimilables du Trésor indexées sur
l'inflation.
"CPI Monthly Reference Index" means the definitive consumer price index
excluding tobacco for all households in France, as calculated and published monthly
by the INSEE as such index may be adjusted or replaced from time to time as provided
herein.
(b) The calculation method described below is based on the recommendation issued by
the French Bond Association (Comité de Normalisation Obligataire –
81
www.cnofrance.org) in its July 2011 Paper entitled "Inflation linked-bonds". In the
case of any conflict between the calculation method provided below and the
calculation method provided by the French Bond Association (Comité de
Normalisation Obligataire), the calculation method provided by the French Bond
Association (Comité de Normalisation Obligataire) shall prevail.
(c)
(1) If the CPI Monthly Reference Index is not published in a timely manner, a
substitute CPI Monthly Reference Index (the "Substitute CPI Monthly
Reference Index") shall be determined by the Calculation Agent in accordance
with the following provisions:
(x) If a provisional CPI Monthly Reference Index (indice provisoire) has
already been published, such index shall automatically be used as the
Substitute CPI Monthly Reference Index. Such provisional CPI
Monthly Reference Index would be published under the heading "indice
de substitution". Once the definitive CPI Monthly Reference Index is
released, it shall automatically apply from the day following its release
to all calculations taking place from this date.
(y) If no provisional CPI Monthly Reference Index is available, a substitute
index shall be calculated on the basis of the most recently published
figure adjusted as set out in the following formula:
Substitute CPI Monthly Reference IndexM=
1

12
CPI Monthly
CPI Monthly Reference Index M-1
Reference Index M- x
1
CPI Monthly
Reference Index M-13


(2) In the event INSEE decides to proceed with one or more base changes for the
purpose of calculating the CPI Monthly Reference Index, the two CPI Monthly
Reference Indexes which have been calculated on a different basis will be
chained on the basis of the December CPI Monthly Reference Index of the last
year of joint publications, which corresponds to the CPI Daily Inflation
Reference Index for 1st March of the following year. Such chaining will be
carried out in accordance with the following equation:
CPI Monthly Reference Indexpertaining to December
calculated on the new basis
Key =
CPI Monthly Reference Indexpertaining to December
calculated on the previous basis




Such that:

CPI Monthly Reference IndexDate D New Basis = CPI Monthly Reference IndexDate D Previous Basis X Key

(B) Harmonised Index of Consumer Prices (HICP)
Where the harmonised index of consumer prices (excluding tobacco) measuring the rate of
inflation in the European Monetary Union as calculated and published monthly by Eurostat
(the "HICP") is specified as the Index in the relevant Final Terms, this Condition 5(c)(iv)(B)
shall apply. Terms defined herein shall have the meanings set out below only when this
Condition 5(c)(iv)(B) shall apply.
The Rate of Interest in respect of Inflation Linked Obligations Foncières indexed to the HICP
(the "HICP Linked Interest") applicable from time to time for each Interest Accrual Period
(as specified in the relevant Final Terms) will be equal to the fixed rate per annum multiplied
by the Inflation Index Ratio (as defined below).


82
The HICP Linked Interest will be determined by the Calculation Agent on the following
basis:
(a) On the fifth Business Day before each Interest Payment Date (an "Interest
Determination Date") the Calculation Agent will calculate the Inflation Index Ratio.
For the purpose of this Condition 5(c)(iv)(B), the "Inflation Index Ratio" or "IIR" is
the ratio between (i) the HICP Daily Inflation Reference Index (as defined below)
applicable on any Interest Payment Date or the redemption date, as the case may be
and (ii) the base reference defined as the HICP Daily Inflation Reference Index (as
defined below) applicable on the date specified in the relevant Final Terms (the "Base
Reference"). Notwithstanding Condition 5(g)(iii), the IIR will be rounded if
necessary to six significant figures (with halves being rounded up).
"HICP Daily Inflation Reference Index" means (i) in relation to the first day of any
given calendar month, the HICP Monthly Reference Index of the third calendar month
preceding such month, and (ii) in relation to a day D (other than the first day) in any
given month ("M"), the linear interpolation of the HICP Monthly Reference Index
pertaining respectively to the third calendar month preceding such month ("M – 3")
and the second calendar month preceding such month ("M – 2") calculated in
accordance with the following formula:
HICP Daily Inflation Reference Index =

HICP Monthly D-1 x (HICP Monthly Reference IndexM-2-
+
Reference IndexM-3 NDM HICP Monthly Reference Index M-3)

With:
"NDM": number of days in the relevant month M and, in the case of payment of
principal or interest, shall be equal to 31;
"D": actual day of payment in the relevant month M and, in the case of payment of
principal or interest, shall be equal to 25;
"HICP Monthly Reference Index M-2": the level of the HICP Monthly Reference
Index published in relation to month M - 2;
"HICP Monthly Reference Index M-3": the level of the HICP Monthly Reference
Index published in relation to month M - 3.
Notwithstanding Condition 5(g)(iii), the HICP Daily Inflation Reference Index will
be rounded if necessary to five significant figures (with halves being rounded up).
For information purposes, such HICP Daily Inflation Reference Index appears on the
Agence France Trésor Reuters Page OATEI01, on the website www.aft.gouv.fr and on
Bloomberg page CPTFEMU Index .
"HICP Monthly Reference Index" means to the harmonised index of consumer
prices excluding tobacco measuring the rate of inflation in the European Monetary
Union excluding tobacco as calculated and published by Eurostat as such index may
be adjusted or replaced from time to time as provided herein. The first publication or
announcement of a level of such index for a given month shall be final and conclusive
and later revisions to the level for such month will not be used in any calculations.
(b)
(1) If the HICP Monthly Reference Index is not published in a timely manner, a
substitute HICP Monthly Reference Index (the "Substitute HICP Monthly
Reference Index") shall be determined by the Calculation Agent in accordance
with the following provisions:
(x) If a provisional HICP Monthly Reference Index has already been
published by Eurostat, such index shall automatically be used as the
Substitute HICP Monthly Reference Index. Once the definitive HICP
Monthly Reference Index is released, it shall automatically apply from
the day following its release to all calculations taking place from this
date.



83
(y) If no provisional HICP Monthly Reference Index is available, a
substitute index shall be calculated on the basis of the most recently
published figure adjusted as set out in the following formula:
Substitute HICP Monthly Reference Index M =
1

12
HICP Monthly
Reference Index M-1
HICP Monthly
x HICP Monthly
Reference Index M-1
Reference Index M-
13




(2) In the event Eurostat decides to proceed with one or more base changes for the
purpose of calculating the HICP Monthly Reference Index, the two HICP
Monthly Reference Indexes which have been calculated on a different basis
will be chained on the basis of the December HICP Monthly Reference Index
of the last year of joint publications, which corresponds to the HICP Daily
Inflation Reference Index for 1st March of the following year. Such chaining
will be carried out in accordance with the following equation:
HICP Monthly Reference Indexpertaining to December
calculated on the new basis
Key =
HICP Monthly Reference Indexpertaining to December
calculated on the previous basis


Such that:

HICP Monthly Reference IndexDate D New Basis = HICP Monthly Reference IndexDate D Previous Basis X Key


(v) Rate of Interest for Formula Obligations Foncières
(Formulas relating to Obligations Foncières are only applicable for Obligations Foncières having a
denomination of at least €100,000)
(A) Index Formula: When the Index Formula is specified in the relevant Final Terms for the
issue of Obligations Foncières having a denomination of at least €100,000 as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual
Period will be determined by the Calculation Agent on the Interest Determination Date in
accordance with the following formula:
Rate of Interest = Participation x (Leverage1 x Index1 – Leverage2 x Index2) + Spread
where:
"CPI Reference Rate" for each Interest Accrual Period will be determined by the Calculation
Agent with the following formula:
CPI Monthly Reference IndexM
-1
CPI Monthly Reference IndexM'
where:
"CPI Monthly Reference Index M": the level of the CPI Monthly Reference Index (as
defined in Condition 5(c)(iv)(A)) published in relation to month M.
"CPI Monthly Reference Index M'": the level of the CPI Monthly Reference Index (as
defined in Condition 5(c)(iv)(A)) published in relation to month M'.
"M" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.




84
"M'" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
If the CPI Monthly Reference IndexM or the CPI Monthly Reference IndexM' is or are not
published in a timely manner, Condition 5(c)(iv)(A)(c) shall apply.
"Designated Maturity" means the maturity specified as such in the relevant Final Terms.
"HICP Reference Rate" for each Interest Accrual Period will be determined by the
Calculation Agent with the following formula:
HICP Monthly Reference IndexM
-1
HICP Monthly Reference IndexM'
where:
"HICP Monthly Reference Index M": the level of the HICP Monthly Reference Index (as
defined in Condition 5(c)(iv)(B)) published in relation to month M.
"HICP Monthly Reference Index M'": the level of the HICP Monthly Reference Index (as
defined in Condition 5(c)(iv)(B)) published in relation to month M'.
"M" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
"M'" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
If the HICP Monthly Reference IndexM or the HICP Monthly Reference IndexM' is or are not
published in a timely manner, Condition 5(c)(iv)(B)(c) shall apply.
"Index1" means the Index Reference Rate or the CPI Reference Rate or the HICP Reference
Rate or 0 (zero) as specified in the relevant Final Terms.
"Index2" means the Index Reference Rate or the CPI Reference Rate or the HICP Reference
Rate or 0 (zero) as specified in the relevant Final Terms.
"Index Reference Rate" means the rate designated as such in the Final Terms (including
CMS Rate, EURIBOR, €STR, SARON, SOFR, SONIA, TEC10 or any other reference rate)
with the Designated Maturity specified in the relevant Final Terms determined in accordance
with the Screen Rate Determination (described in Condition 5(c)(iii)(C)) or the ISDA
Determination (described in Condition 5(c)(iii)(B)), as specified in the relevant Final Terms.
"Leverage1" means, with respect to an Interest Accrual Period, the percentage or number
specified in the relevant Final Terms. For the avoidance of doubt, this may have a positive or
a negative value or may be equal to one.
"Leverage2" means, with respect to an Interest Accrual Period, the percentage or number
specified in the relevant Final Terms. For the avoidance of doubt, this may have a positive or
a negative value or may be equal to one.
"Participation" means the coefficient specified in the relevant Final Terms.
"Spread" means the positive or negative rate expressed as a percentage specified in the
relevant Final Terms.
(B) Underlying Formula: When the Underlying Formula is specified in the relevant Final Terms
for the issue of Obligations Foncières having a denomination of at least €100,000 as the
manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period will be determined by the Calculation Agent on the Interest Determination
Date in accordance with the following formula:
Rate of Interest = Participation x (1 + Underlying + Spread)k – 1
where:
"CMS Rate" shall mean the applicable swap rate for swap transactions in the Reference
Currency with a maturity of the Designated Maturity, expressed as a percentage, which
appears on the Relevant Screen Page as at the Specified Time.

85
"Designated Maturity" means the maturity specified as such in the relevant Final Terms.
"Participation" means the coefficient specified in the relevant Final Terms.
"Reference Currency" means the currency specified as such in the relevant Final Terms.
"Relevant Screen Page" means the screen page specified as such in the relevant Final Terms
or any successor page.
"Specified Time" means the time specified as such in the relevant Final Terms.
"Spread" means the positive or negative rate expressed as a percentage specified in the
relevant Final Terms.
"TEC" means the offered quotation (expressed as a percentage rate per annum) with a
maturity of the Designated Maturity, calculated by the Comité de Normalisation Obligataire
("CNO"), which appears on the Relevant Screen Page, being Reuters Screen BDFCNOTEC
Page or any successor page, as at the Specified Time on the Interest Determination Date.
"Underlying" means either TEC7 or CMS Rate, as specified in the relevant Final Terms, with
the applicable Designated Maturity, Relevant Screen Page and Specified Time on the Interest
Determination Date as determined by the Calculation Agent.
"k" means the coefficient specified in the relevant Final Terms.
If, on the relevant Interest Determination Date, CMS Rate does not appear on the relevant
Screen Page at the relevant time, the adjustment provisions with respect to the Relevant
Screen Page for CMS Rate set out in Condition 5(c)(iii)(C)(e) shall apply.
If, on the relevant Interest Determination Date, TEC does not appear on the Relevant Screen
Page at the Specified Time, (i) TEC shall be determined by the Calculation Agent on the basis
of the mid-market prices for each of the two reference OAT (Obligation Assimilable du
Trésor) which would have been used by the Comité de Normalisation Obligataire for the
calculation of TEC, quoted in each case by five (5) Spécialistes en Valeurs du Trésor at
approximately 10:00 a.m. Paris time on the Interest Determination Date in question; (ii) the
Calculation Agent will request each Spécialiste en Valeurs du Trésor to provide a quotation
of its price; and (iii) TEC will be the redemption yield of the arithmetic mean of such prices
as determined by the Calculation Agent after discarding the highest and lowest of such
quotations. The above-mentioned redemption yield shall be determined by the Calculation
Agent in accordance with the formula that would have been used by the Comité de
Normalisation Obligataire for the determination of the relevant rate.
(C) CPI Formula: When the CPI Formula is specified in the relevant Final Terms for the issue
of Obligations Foncières having a denomination of at least €100,000 as the manner in which
the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period
will be determined by the Calculation Agent with the following formula:
CPI Monthly Reference IndexM
Rate of Interest = - 1 + Spread
CPI Monthly Reference IndexM'


where:
"CPI Monthly Reference Index M": the level of the CPI Monthly Reference Index (as
defined in Condition 5(c)(iv)(A)) published in relation to month M.
"CPI Monthly Reference Index M'": the level of the CPI Monthly Reference Index (as
defined in Condition 5(c)(iv)(A)) published in relation to month M'.
"M" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
"M'" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.



7
All potential users of the TEC must first enter into a trademark licence agreement available from the CNO.

86
"Spread" means the positive or negative rate expressed as a percentage specified in the
relevant Final Terms.
If the CPI Monthly Reference IndexM or the CPI Monthly Reference IndexM' is or are not
published in a timely manner, Condition 5(c)(iv)(A)(c) shall apply.
(D) HICP Formula: When the HICP Formula is specified in the relevant Final Terms for the
issue of Obligations Foncières having a denomination of at least €100,000 as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual
Period will be determined by the Calculation Agent with the following formula:
CPI Monthly Reference IndexM
Rate of Interest = - 1 + Spread
CPI Monthly Reference IndexM'


where:
"HICP Monthly Reference Index M": the level of the HICP Monthly Reference Index (as
defined in Condition 5(c)(iv)(B)) published in relation to month M.
"HICP Monthly Reference Index M'": the level of the HICP Monthly Reference Index (as
defined in Condition 5(c)(iv)(B)) published in relation to month M'.
"M" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
"M'" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
"Spread" means the positive or negative rate expressed as a percentage specified in the
relevant Final Terms.
If the HICP Monthly Reference IndexM or the HICP Monthly Reference IndexM' is or are not
published in a timely manner, Condition 5(c)(iv)(B)(c) shall apply.
(E) Binary Formula: When the Binary Formula is specified in the relevant Final Terms for the
issue of Obligations Foncières having a denomination of at least €100,000 as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual
Period will be determined by the Calculation Agent on the Interest Determination Date with
the following Binary Formula 1 or Binary Formula 2, as specified in the relevant Final Terms:
Binary Formula 1: (a) If (Leverage1 x Index1 – Leverage2 x Index2) ≤ Barrier,
then Rate of Interest = Fixed Rate 1; or
(b) If (Leverage1 x Index1 – Leverage2 x Index2) > Barrier,
then Rate of Interest = Fixed Rate 2.
Binary Formula 2: (a) If (Leverage1 x Index1 – Leverage2 x Index2) < Barrier,
then Rate of Interest = Fixed Rate 1; or
(b) If (Leverage1 x Index1 – Leverage2 x Index2) ≥ Barrier,
then Rate of Interest = Fixed Rate 2.
where:
"Barrier" means the rate expressed as a percentage specified in the relevant Final Terms.
"CPI Reference Rate" for each Interest Accrual Period will be determined by the Calculation
Agent with the following formula:
CPI Monthly Reference IndexM
-1
CPI Monthly Reference IndexM'
where:
"CPI Monthly Reference Index M": the level of the CPI Monthly Reference Index (as
defined in Condition 5(c)(iv)(A)) published in relation to month M.
"CPI Monthly Reference Index M'": the level of the CPI Monthly Reference Index (as
defined in Condition 5(c)(iv)(A)) published in relation to month M'.
87
"M" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
"M'" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
If the CPI Monthly Reference IndexM or the CPI Monthly Reference IndexM' is or are not
published in a timely manner, Condition 5(c)(iv)(A)(c) shall apply.
"Designated Maturity" means the maturity specified as such in the relevant Final Terms.
"Fixed Rate 1" means the rate expressed as a percentage specified in the relevant Final
Terms.
"Fixed Rate 2" means the rate expressed as a percentage specified in the relevant Final
Terms.
"HICP Reference Rate" for each Interest Accrual Period will be determined by the
Calculation Agent with the following formula:
HICP Monthly Reference IndexM
-1
HICP Monthly Reference IndexM'
where:
"HICP Monthly Reference Index M": the level of the HICP Monthly Reference Index (as
defined in Condition 5(c)(iv)(B)) published in relation to month M.
"HICP Monthly Reference Index M'": the level of the HICP Monthly Reference Index (as
defined in Condition 5(c)(iv)(B)) published in relation to month M'.
"M" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
"M'" is the calendar month, falling such number of calendar months (as specified in the
relevant Final Terms) preceding the calendar month in which the Interest Determination Date
falls.
If the HICP Monthly Reference IndexM or the HICP Monthly Reference IndexM' is or are not
published in a timely manner, Condition 5(c)(iv)(B)(c) shall apply.
"Index1" means the Index Reference Rate, the CPI Reference Rate or the HICP Reference
Rate or 0 (zero) as specified in the relevant Final Terms.
"Index2" means the Index Reference Rate, the CPI Reference Rate or the HICP Reference
Rate or 0 (zero) as specified in the relevant Final Terms.
"Index Reference Rate" means the rate designated as such in the Final Terms (including
CMS Rate, EURIBOR, €STR, SARON, SOFR, SONIA, TEC10 or any other reference rate)
with the Designated Maturity specified in the relevant Final Terms determined in accordance
with the Screen Rate Determination (described in Condition 5(c)(iii)(C)) or the ISDA
Determination (described in Condition 5(c)(iii)(B)), as specified in the relevant Final Terms.
"Leverage1" means, with respect to an Interest Accrual Period, the percentage or number
specified in the relevant Final Terms. For the avoidance of doubt, this may have a positive or
a negative value or may be equal to one.
"Leverage2" means, with respect to an Interest Accrual Period, the percentage or number
specified in the relevant Final Terms. For the avoidance of doubt, this may have a positive or
a negative value or may be equal to one.
(d) Fixed/Floating Rate Obligations Foncières: Fixed/Floating Rate Obligations Foncières may bear interest
at a rate (i) that the Issuer may elect, upon giving not less than fifteen (15) Business Days' prior notice in
accordance with Condition 13, to convert on the date set out in the Final Terms (the "Optional Change of
Interest Date") from a fixed rate (as determined pursuant to Condition 5(b) and specified in the relevant
Final Terms) (a "Fixed Rate") to a floating rate (as determined pursuant to Condition 5(c) and specified in
the relevant Final Terms) (a "Floating Rate"), or from a Floating Rate to a Fixed Rate or (ii) that will


88
automatically change from a Fixed Rate to a Floating Rate or from a Floating Rate to a Fixed Rate on the
date set out in the Final Terms (the "Automatic Change of Interest Date").
(e) Fixed Rate/Formula Obligations Foncières: Solely for Obligations Foncières having a denomination of
at least €100,000, Fixed Rate/Formula Obligations Foncières may bear interest at a rate (i) that the Issuer
may elect, upon giving not less than fifteen (15) Business Days' prior notice in accordance with Condition
13, to convert on the Optional Change of Interest Date set out in the Final Terms from a Fixed Rate to a
Formula, or from a Formula to a Fixed Rate or (ii) that will automatically change from a Fixed Rate to a
Formula or from a Formula to a Fixed Rate on the Automatic Change of Interest Date set out in the Final
Terms.
(f) Zero Coupon Obligations Foncières: Where an Obligation Foncière the interest basis of which is specified
to be Zero Coupon is repayable prior to the Maturity Date pursuant to an Issuer's option or, if so specified
in the relevant Final Terms, pursuant to Condition 6(e) or otherwise pursuant to Condition 6(d)(i) and is not
paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption
Amount of such Obligation Foncière. As from the Maturity Date, the Rate of Interest for any overdue
principal of such an Obligation Foncière shall be a rate per annum (expressed as a percentage) equal to the
Amortisation Yield (as described in Condition 6(d)(i)).
(g) Accrual of Interest: Interest shall cease to accrue on each Obligation Foncière on the due date for
redemption unless (i) in the case of Dematerialised Obligations Foncières, on such due date or (ii) in the
case of Materialised Obligations Foncières, upon due presentation, payment is improperly withheld or
refused, in which event interest shall continue to accrue (as well after as before judgment) at the Rate of
Interest in the manner provided in this Condition 5 to the Relevant Date.
(h) Margin, Maximum/Minimum Rates of Interest and Rounding:
(i) If any margin is specified in the relevant Final Terms (either (x) generally, or (y) in relation to one
or more Interest Accrual Periods) (a "Margin"), an adjustment shall be made to all Rates of Interest,
in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of
(y), calculated in accordance with (c) above by adding (if a positive number) or subtracting the
absolute value (if a negative number) of such Margin, subject always to the next paragraph.
(ii) If any Maximum or Minimum Rate of Interest is specified in the relevant Final Terms, then any Rate
of Interest shall be subject to such maximum or minimum as the case may be, provided that in no
event, will the relevant Interest Amount be less than zero.
(iii) For the purposes of any calculations required pursuant to these Conditions, (x) all percentages
resulting from such calculations shall be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shall be
rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts
that fall due and payable shall be rounded to the nearest unit of such currency (with halves being
rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these
purposes "unit" means the lowest amount of such currency that is available as legal tender in the
country(ies) of such currency.
(i) Calculations: The amount of interest payable in respect of any Obligation Foncière for any period shall be
calculated by multiplying the product of the Rate of Interest and the outstanding nominal amount of such
Obligation Foncière by the Day Count Fraction, unless an Interest Amount (or a formula for its calculation)
is specified in respect of such period, in which case the amount of interest payable in respect of such
Obligation Foncière for such period shall equal such Interest Amount (or be calculated in accordance with
such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of
interest payable in respect of such Interest Period shall be the sum of the amounts of interest payable in
respect of each of those Interest Accrual Periods.
(j) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts
and Optional Redemption Amounts or Early Redemption Amount: The Calculation Agent shall, as
soon as practicable on such date as the Calculation Agent may be required to calculate any rate or amount,
obtain any quotation or make any determination or calculation, determine such rate and calculate the
Interest Amounts in respect of each Specified Denomination of the Obligations Foncières for the relevant
Interest Accrual Period, calculate the Final Redemption Amount, Optional Redemption Amount or Early
Redemption Amount, obtain such quotation or make such determination or calculation, as the case may be,
and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant
Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Optional
Redemption Amount or Early Redemption Amount to be notified to the Fiscal Agent, the Issuer, the Paying
Agent, the holders of Obligations Foncières, any other Calculation Agent appointed in respect of the
Obligations Foncières that is to make a further calculation upon receipt of such information and, if the

89
Obligations Foncières are admitted to trading on a Regulated Market or stock exchange, and the rules of
such exchange so require, such exchange as soon as possible after their determination but in no event later
than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of
notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth
(4th) Business Day after such determination. Where any Interest Payment Date or Interest Period Date is
subject to adjustment pursuant to Condition 5(c)(ii), the Interest Amounts and the Interest Payment Date so
published may subsequently be amended (or appropriate alternative arrangements made by way of
adjustment) without notice in the event of an extension or shortening of the Interest Period. The
determination of any rate or amount, the obtaining of each quotation and the making of each determination
or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon
all parties.
(k) Calculation Agent: The Issuer shall procure that there shall at all times one or more Calculation Agents if
provision is made for them in the relevant Final Terms and for so long as any Obligation Foncière is
outstanding (as defined below). Where more than one Calculation Agent is appointed in respect of the
Obligations Foncières, references in these Conditions to the Calculation Agent shall be construed as each
Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable
or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an
Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption
Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement,
the Issuer shall appoint a leading bank or investment banking firm engaged in the interbank market (or, if
appropriate, money, swap or over-the-counter index options market) that is most closely connected with the
calculation or determination to be made by the Calculation Agent (acting through its principal Paris office
or any other office actively involved in such market) to act as such in its place. The Calculation Agent may
not resign its duties without a successor having been appointed as aforesaid. So long as the Obligations
Foncières are admitted to trading on a Regulated Market and the rules of, or applicable to, that Regulated
Market so require, notice of any change of Calculation Agent shall be given in accordance with
Condition 13.
For the purpose of these Conditions, "outstanding" means, in relation to the Obligations Foncières of any Series,
all the Obligations Foncières issued other than (a) those that have been redeemed in accordance with these
Conditions, (b) those in respect of which the date for redemption has occurred and the redemption moneys
(including all interest accrued on such Obligations Foncières to the date for such redemption and any interest
payable after such date) have been duly paid (i) in the case of Dematerialised Obligations Foncières in bearer form
(au porteur) and in administered registered form (au nominatif administré), to the relevant Account Holder on
behalf of the holder of Obligations Foncières, (ii) in the case of Dematerialised Obligations Foncières in fully
registered form (au nominatif pur), to the account of the holder of Obligations Foncières and (iii) in the case of
Materialised Obligations Foncières, to the Fiscal Agent and remain available for payment against presentation and
surrender of Materialised Obligations Foncières and/or Coupons, as the case may be, (c) those which have become
void or in respect of which claims have become prescribed, (d) those which have been purchased and that are held
or have been cancelled as provided in these Conditions, (e) in the case of Materialised Obligations Foncières (i)
those mutilated or defaced Materialised Obligations Foncières that have been surrendered in exchange for
replacement Materialised Obligations Foncières, (ii) (for the purpose only of determining how many such
Materialised Obligations Foncières are outstanding and without prejudice to their status for any other purpose)
those Materialised Obligations Foncières alleged to have been lost, stolen or destroyed and in respect of which
replacement Materialised Obligations Foncières have been issued and (iii) any Temporary Global Certificate to
the extent that it shall have been exchanged for one or more Definitive Materialised Obligations Foncières,
pursuant to its provisions.
6 Redemption, Purchase and Options
(a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each
Obligation Foncière shall be finally redeemed on the Maturity Date specified in the relevant Final Terms
at its Final Redemption Amount which is (i) its nominal amount (except in the case of Zero Coupon
Obligations Foncières) or (ii) an amount determined in accordance with Condition 6(c) if specified as
applicable in the relevant Final Terms.
(b) Redemption at the Option of the Issuer and Partial Redemption: If Call Option is specified in the
relevant Final Terms, the Issuer may, subject to compliance by the Issuer with all laws, regulations and
directives applicable to the Issuer and the Obligations Foncières and on giving not less than five (5) nor
more than thirty (30) days' irrevocable notice in accordance with Condition 13 to the holders of Obligations
Foncières (or such other notice period if specified in the relevant Final Terms), redeem all or, if so provided,
some, of the Obligations Foncières on any Optional Redemption Date.



90
Any such redemption of Obligations Foncières shall be at their Optional Redemption Amount being (except
with respect to Zero Coupon Obligations Foncières) the nominal amount together with interest accrued to
the date fixed for redemption, if any.
Materialised Obligations Foncières may be redeemed in all or in part. In the case of a partial redemption
the notice to holders of Materialised Obligations Foncières shall also contain the numbers of the Definitive
Materialised Obligations Foncières to be redeemed which shall have been drawn in such place and in such
manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices,
subject to compliance with any applicable laws and Regulated Market or stock exchange requirements.
In the case of a partial redemption of Dematerialised Obligations Foncières, the redemption may be effected
by reducing the nominal amount of all such Dematerialised Obligations Foncières in a Series in proportion
to the aggregate nominal amount redeemed. Any such redemption must relate to Obligations Foncières of
a nominal amount at least equal to the Minimum Redemption Amount to be redeemed as specified in the
relevant Final Terms and no greater than the Maximum Redemption Amount to be redeemed specified in
the relevant Final Terms.
So long as the Obligations Foncières are admitted to trading on a Regulated Market and the rules of, or
applicable to, such Regulated Market so require, the Issuer shall, each time there has been a partial
redemption of the Obligations Foncières, cause to be published in accordance with Articles 221-3 and 221-
4 of the General Regulation (Règlement Général) of the Autorité des marchés financiers (the "AMF") and
on the website of any other competent authority of the EEA Member State and/or Regulated Market where
the Obligations Foncières are admitted to trading, a notice specifying the aggregate nominal amount of
Obligations Foncières outstanding and, in the case of Materialised Obligations Foncières a list of any
Materialised Obligations Foncières, drawn for redemption but not surrendered.
(c) Redemption of Inflation Linked Obligations Foncières: If Condition 6(c) is specified as applicable in
the relevant Final Terms, the Final Redemption Amount in respect of Inflation Linked Obligations
Foncières will be determined by the Calculation Agent on the following basis:
Final Redemption Amount = IIR x nominal amount of the Obligations Foncières
If the Final Redemption Amount calculated as set out above is below par, the Obligations Foncières will
be redeemed at par.
For the purpose of this Condition 6(c) only, "IIR" means the ratio determined on the fifth (5th) Business
Day before the Maturity Date between (i) if the CPI is specified as the Index applicable in the Final Terms,
the CPI Daily Inflation Reference Index (as defined in Condition 5(c)(iv)(A)) on the Maturity Date and the
Base Reference on the date specified in the relevant Final Terms or (ii) if the HICP is specified as the Index
applicable in the Final Terms, the HICP Daily Inflation Reference Index (as defined in
Condition 5(c)(iv)(B)) on the Maturity Date and the Base Reference on the date specified in the relevant
Final Terms.
(d) Early Redemption:
(i) Zero Coupon Obligations Foncières:
(A) The Optional Redemption Amount or the Early Redemption Amount, as the case may be,
payable in respect of any Zero Coupon Obligation Foncière, the Optional Redemption
Amount or the Early Redemption Amount of which is not linked to an index and/or a formula,
upon redemption of such Obligation Foncière pursuant to Condition 6(b), 6(e) and 6(i) if so
specified in the relevant Final Terms shall be the Amortised Nominal Amount (calculated as
provided below) of such Obligation Foncière.
(B) Subject to the provisions of sub-paragraph (C) below, the amortised nominal amount of any
such Obligation Foncière (the "Amortised Nominal Amount") shall be the scheduled Final
Redemption Amount of such Obligation Foncière on the Maturity Date discounted at a rate
per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is
specified in the relevant Final Terms, shall be such rate as would produce an Amortised
Nominal Amount, equal to the issue price of the Obligations Foncières if they were
discounted back to their issue price on the Issue Date (the "Amortisation Yield"))
compounded annually.
(C) If the Optional Redemption Amount or the Early Redemption Amount payable in respect of
any such Obligation Foncière upon its redemption pursuant to Condition 6(b), 6(e) and 6(i)
is not paid when due, the Optional Redemption Amount or the Early Redemption Amount
due and payable in respect of such Obligation Foncière shall be the Amortised Nominal
Amount of such Obligations Foncières as defined in sub-paragraph (B) above, except that
such sub-paragraph shall have effect as though the date on which the Obligations Foncières
91
becomes due and payable was the Relevant Date. The calculation of the Amortised Nominal
Amount in accordance with this sub-paragraph shall continue to be made (both before and
after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity
Date, in which case the amount due and payable shall be the scheduled Final Redemption
Amount of such Obligation Foncière on the Maturity Date together with any interest that
may accrue in accordance with Condition 5(f).
Where such calculation is to be made for a period of less than one year, it shall be made on the basis
of the Day Count Fraction specified in the relevant Final Terms.
(ii) Inflation Linked Obligations Foncières:
(A) If the relevant Final Terms provides that Condition 6(d)(ii) shall apply in respect of Inflation
Linked Obligations Foncières, the Early Redemption Amount of such Obligations Foncières
in respect of such Obligations Foncières will be determined by the Calculation Agent on the
following basis:
"Early Redemption Amount" = IIR x nominal amount of the Obligations Foncières
For the purpose of this Condition only, "IIR" means the ratio determined on the fifth (5th)
Business Day before the date set for redemption between (i) if the CPI is specified as the
Index applicable in the Final Terms, the CPI Daily Inflation Reference Index (as defined in
Condition 5(c)(iv)(A)) on the date set for redemption and the Base Reference specified in the
relevant Final Terms or (ii) if the HICP is specified as the Index applicable in the Final Terms,
the HICP Daily Inflation Reference Index (as defined in Condition 5(c)(iv)(B)) on the date
set for redemption and the Base Reference specified in the relevant Final Terms.
If the Early Redemption Amount calculated as set out above is below par, the Obligations
Foncières will be redeemed at par.
(B) If the Inflation Linked Obligations Foncières (whether or not Condition 6(d)(ii) applies) fall
to be redeemed for whatever reason before the Maturity Date, the Issuer will pay the Early
Redemption Amount together with interest accrued to the date set for redemption. Such
accrued interest will be calculated by the Calculation Agent in respect of the period from, and
including the immediately preceding Interest Payment Date or, as the case may be, the
Interest Commencement Date to, but excluding, the date set for redemption of such
Obligations Foncières at a rate per annum on the basis of the provisions of Condition 5(c)(iv)
above except that, for such purposes the relevant Interest Determination Date shall be the
fifth (5th) Business Day prior to the relevant Early Redemption Date.
(iii) Other Obligations Foncières: The Early Redemption Amount payable in respect of any Obligation
Foncière (other than Obligations Foncières described in (i) and (ii) above), upon redemption of such
Obligations Foncières pursuant to Condition 6(e) or 6(i), if so provided in the relevant Final Terms),
shall be the nominal amount of such Obligation Foncière.
(e) No Redemption for Taxation Reasons: If French law should require that payments of principal, interest
or other revenues in respect of any Obligation Foncière or Coupon be subject to withholding or deduction
in respect of any present or future taxes, duties, assessments or governmental charges of whatever nature,
such Obligation Foncière will not, unless otherwise specified in the relevant Final Terms, be redeemed
early. If such early redemption is provided in the relevant Final Terms, the Issuer may redeem such
Obligation Foncière at their Early Redemption Amount together with interest accrued to the date fixed for
redemption and notice of such early redemption shall be given in accordance with Condition 13.
(f) Purchases: The Issuer shall have the right at all times to purchase Obligations Foncières (provided that, in
the case of Materialised Obligations Foncières, all unmatured Coupons and unexchanged Talons relating
thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price. All
Obligations Foncières so purchased by the Issuer may either (i) be held and resold in accordance with
applicable laws and regulations or (ii) be cancelled in accordance with Condition 6(g) below.
(g) Cancellation: All Obligations Foncières purchased for cancellation by or on behalf of the Issuer will
forthwith be cancelled, in the case of Dematerialised Obligations Foncières, by transfer to an account in
accordance with the rules and procedures of Euroclear France and, in the case of Materialised Obligations
Foncières, by surrendering Temporary Global Certificate or the Definitive Materialised Obligations
Foncières in question together with all unmatured Coupons and all unexchanged Talons to the Fiscal Agent
and, in each case, if so transferred or surrendered, shall, together with all Obligations Foncières redeemed
by the Issuer, be cancelled forthwith (together with, in the case of Dematerialised Obligations Foncières,
all rights relating to payment of interest and other amounts relating to such Dematerialised Obligations
Foncières and, in the case of Materialised Obligations Foncières, all unmatured Coupons and unexchanged

92
Talons attached thereto or surrendered therewith). Any Obligations Foncières so cancelled or, where
applicable, transferred or surrendered for cancellation may not be re-issued or resold and the obligations of
the Issuer in respect of any such Obligations Foncières shall be discharged.
(h) Subscription and use as collateral: Notwithstanding this Condition 6, the Issuer may, pursuant to
Article L.513-26 of the French Code monétaire et financier, subscribe its own Obligations Foncières for
the sole purpose of pledging them as collateral for the credit operations of the Banque de France in
accordance with the procedures and conditions laid out by it for its monetary policy and intraday credit
operations, in instances where the Issuer is unable to meet its cash-flow needs with other means available
to it.
(i) Illegality: If, by reason of any change in French law, or any change in the official application of such law,
becoming effective after the date on which agreement is reached to issue the first Tranche of any Series of
the Obligations Foncières, it will become unlawful for the Issuer to perform or comply with one or more
of its obligations under such Obligations Foncières, the Issuer will, subject to having given not more than
forty-five (45) nor less than thirty (30) days' notice to the holders of Obligations Foncières (which notice
shall be irrevocable), in accordance with Condition 13, redeem all, but not some only, of such Obligations
Foncières at their Early Redemption Amount together with any interest accrued to the date set for
redemption.
7 Payments and Talons
(a) Dematerialised Obligations Foncières: Payments of principal and interest in respect of Dematerialised
Obligations Foncières shall (in the case of Dematerialised Obligations Foncières in bearer form (au
porteur) or administered registered form (au nominatif administré)) be made by transfer to the account
denominated in the relevant currency of the relevant Account Holders for the benefit of the holders of
Obligations Foncières and, (in the case of Dematerialised Obligations Foncières in fully registered form
(au nominatif pur)), to an account denominated in the relevant currency with a Bank designated by the
holders of Obligations Foncières. All payments validly made to such Account Holders will be an effective
discharge of the Issuer in respect of such payments.
(b) Materialised Obligations Foncières: Payments of principal and interest in respect of Materialised
Obligations Foncières shall, subject as mentioned below, be made against presentation and surrender of the
relevant Materialised Obligations Foncières (in the case of all other payments of principal and, in the case
of interest, as specified in Condition 7(e)(v)) or Coupons (in the case of interest, save as specified in
Condition 7(e)(v)), as the case may be, at the specified office of any Paying Agent outside the United States
of America by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer
to an account denominated in such currency with, a Bank.
(c) Payments in the United States of America: Notwithstanding the foregoing, if any Materialised
Obligations Foncières are denominated in U.S. Dollars, payments in respect thereof may be made at the
specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer
shall have appointed a Paying Agent with specified offices outside the United States of America with the
reasonable expectation that such Paying Agent would be able to make payment of the amounts on the
Obligations Foncières 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 receipt of such amounts and (iii) such payment is then permitted by United States law, without involving,
in the opinion of the Issuer, any adverse tax consequence to the Issuer.
(d) Payments Subject to Fiscal Laws: Payments will be subject in all cases, to (i) any fiscal or other laws and
regulations applicable thereto, but without prejudice to the provisions of Condition 8, in the place of
payment, and (ii) any withholding or deduction required pursuant to an agreement described in
Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") or otherwise imposed
pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official
interpretations thereof, or any law implementing an intergovernmental approach thereto. No commission
or expenses shall be charged to the holders of Obligations Foncières or Coupons in respect of such
payments.
(e) Appointment of Agents: The Fiscal Agent, the Paying Agent, the Calculation Agent, the Redenomination
Agent, the Consolidation Agent and the Registration Agent initially appointed by the Issuer and their
respective specified offices are listed at the end of the Base Prospectus relating to the Programme of
Obligations Foncières of the Issuer. The Fiscal Agent, the Paying Agent, the Redenomination Agent, the
Consolidation Agent and the Registration Agent act solely as agents of the Issuer and the Calculation
Agent(s) act(s) as independent experts(s) and, in each case such, do not assume any obligation or
relationship of agency for any holder of Obligation Foncière or Coupon. The Issuer reserves the right at
any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the
Redenomination Agent, the Consolidation Agent and the Registration Agent or the Calculation Agent(s)
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and to appoint additional or other Paying Agent, provided that the Issuer shall at all times maintain (i) a
Fiscal Agent, (ii) one or more Calculation Agent(s) where the Conditions so require, (iii) a Redenomination
Agent and a Consolidation Agent where the Conditions so require, (iv) a Paying Agent having specified
offices in at least two major European cities provided that (A) so long as the Obligations Foncières are
admitted to trading on the regulated market of the Luxembourg Stock Exchange and the rules applicable to
that Regulated Market so require, the Issuer will maintain a Paying Agent in Luxembourg, and (B) so long
as the Obligations Foncières are admitted to trading on Euronext Paris and the rules applicable to that
Regulated Market so require, the Issuer will maintain a Paying Agent in France (v) a Registration Agent
and (vi) such other agents as may be required by any other Regulated Market or stock exchange on which
the Obligations Foncières may be admitted to trading.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any
Materialised Obligations Foncières denominated in U.S. Dollars in the circumstances described in
paragraph (c) above.
On a redenomination of the Obligations Foncières of any Series pursuant to Condition 1(d) with a view to
consolidating such Obligations Foncières with one or more other Series of Obligations Foncières, in
accordance with Condition 12, the Issuer shall ensure that the same entity shall be appointed as both
Redenomination Agent and Consolidation Agent in respect of both such Obligations Foncières and such
other Series of Obligations Foncières to be so consolidated with such Obligations Foncières.
Notice of any such change or any change of any specified office shall promptly be given to the holders of
Obligations Foncières in accordance with Condition 13.
(f) Unmatured Coupons and unexchanged Talons:
(i) Upon the due date for redemption of those Obligations Foncières, Materialised Obligations
Foncières which comprise Fixed Rate Obligations Foncières (other than Inflation Linked
Obligations Foncières) 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 (or, in the case of payment not being made in full, that proportion of the amount of such
missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall
be deducted from the Final Redemption Amount, Early Redemption Amount or Optional
Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid
in the manner mentioned above against surrender of such missing Coupon within a period of ten
(10) years from the Relevant Date for the payment of such principal (whether or not such Coupon
has become void pursuant to Condition 9).
(ii) Upon the due date for redemption of any Materialised Obligation Foncière comprising a Floating
Rate Obligation Foncière or Inflation Linked Obligation Foncière, unmatured Coupons relating to
such Obligation Foncière (whether or not attached) shall become void and no payment shall be made
in respect of them.
(iii) Upon the due date for redemption of any Materialised Obligation Foncière, any unexchanged Talon
relating to such Obligation Foncière (whether or not attached) shall become void and no Coupon
shall be delivered in respect of such Talon.
(iv) Where any Materialised Obligation Foncière that provides that the relative unmatured Coupons are
to become void upon the due date for redemption of those Obligations Foncières is presented for
redemption without all unmatured Coupons, and where any Bearer Obligation Foncière is presented
for redemption without any unexchanged Talon relating to it, redemption shall be made only against
the provision of such indemnity as the Issuer may require.
(v) If the due date for redemption of any Materialised Obligation Foncière is not a due date for payment
of interest, interest accrued from the preceding due date for payment of interest or the Interest
Commencement Date, as the case may be, shall only be payable against presentation (and surrender
if appropriate) of the relevant Definitive Materialised Obligation Foncière Materialised. Interest
accrued on a Materialised Obligation Foncière that only bears interest after its Maturity Date shall
be payable on redemption of such Obligation Foncière against presentation of the relevant
Materialised Obligation Foncière.
(g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued
in respect of any Materialised Obligation Foncière, the Talon forming part of such Coupon sheet may be
surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if
necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become
void pursuant to Condition 9).


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(h) Business Days for Payment: Unless otherwise specified in these Conditions, if any date for payment in
respect of any Obligation Foncière or Coupon is not a business day, the holder shall not be entitled to
payment until the next following business day (the "Adjusted Payment Date"), nor to any interest or other
sum in respect of such postponed payment. In this paragraph, "business day" means a day (other than a
Saturday or a Sunday) (A) (i) in the case of Dematerialised Obligations Foncières, on which Euroclear
France is open for business or (ii) in the case of Materialised Obligations Foncières, on which banks and
foreign exchange markets are open for business in the relevant place of presentation, (B) in such
jurisdictions as shall be specified as "Financial Center" in the relevant Final Terms and (C) (i) in the case
of a payment in a currency other than euro, where payment is to be made by transfer to an account
maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on
in the relevant currency in the principal financial centre of the country of such currency or (ii) in the case
of a payment in euro, which is a TARGET Business Day.
(i) Bank: For the purpose of this Condition 7, "Bank" means a bank in the principal financial centre of the
relevant currency or, in the case of euro, in a city in which banks have access to the T2.
8 Taxation
(a) Withholding Taxes: All payments of principal, interest and other revenues by or on behalf of the Issuer in
respect of the Obligations Foncières or Coupons shall be made free and clear of, and without withholding
or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within any jurisdiction or any authority therein or thereof
having power to tax, unless such withholding or deduction is required by law.
(b) No Additional Amounts: If any law should require that payments of principal, interest or other revenues
in respect of any Obligation Foncière or Coupon be subject to withholding or deduction in respect of any
present or future taxes, duties, assessments or governmental charges of whatever nature, the Issuer will not
be required to pay any additional amounts in respect of any such withholding or deduction.
9 Prescription
Claims against the Issuer for payment in respect of the Obligations Foncières and Coupons (which for this purpose
shall not include Talons) shall be prescribed and become void unless made within ten (10) years (in the case of
principal) or five (5) years (in the case of interest) from the appropriate Relevant Date in respect of them.
10 Representation of holders of Obligations Foncières
Subject to the provisions of Condition 10(ix) below with respect to Obligations Foncières issued with a
denomination of less than €100,000 (or its equivalent in any other currency), the holders of Obligations Foncières
will, in respect of all Tranches of the relevant Series, be grouped automatically for the defence of their common
interests in a masse (the "Masse") which will be governed by the provisions of Articles L.228-46 et seq. of the
French Code de commerce as amended or supplemented by this Condition 10:
(i) Legal Personality
The Masse will be a separate legal entity and will act in part through a representative
(the "Representative") and in part through collective decisions of the holders of Obligations Foncières
(the "Collective Decisions").
The Masse alone, to the exclusion of all individual holders of Obligations Foncières, shall exercise the
common rights, actions and benefits which may accrue with respect to the Obligations Foncières, without
prejudice to the rights that holders of Obligations Foncières may exercise individually in accordance with,
and subject to, the provisions of the Terms and Conditions of the Obligations Foncières.
(ii) Representative
The names and addresses of the Representative and its alternate (if any), will be set out in the relevant Final
Terms. The Representative appointed in respect of the first Tranche of any Series of Obligations Foncières
will be the Representative of the single Masse of all subsequent 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. No additional remuneration is payable in relation to any subsequent Tranche
of any given Series.
In the event of death, liquidation, retirement, resignation or revocation of appointment of the
Representative, such Representative will be replaced by its alternate, if any. Another Representative may
be appointed.
All interested parties will at all times have the right to obtain the names and addresses of the Representative
and the alternate Representative (if any) at the registered office of the Issuer.

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(iii) Powers of the Representative
The Representative shall (in the absence of any Collective Decision to the contrary) have the power to take
all acts of management necessary in order to defend the common interests of the holders of Obligations
Foncières, with the capacity to delegate its powers.
All legal proceedings against the holders of Obligations Foncières or initiated by them, must be brought by
or against the Representative; except that, should judicial reorganisation or liquidation (redressement ou
liquidation judiciaire) proceedings be commenced against the Issuer the specific controller (contrôleur
spécifique) shall file the proof of debt of all the creditors of the Issuer benefiting from the Privilège
(including the holders of Obligations Foncières).
(iv) Collective Decisions
Collective Decisions are adopted either in a general meeting (the "General Meeting") or by consent
following a written consultation (the "Written Decision").
In accordance with Article R.228-71 of the French Code de commerce, the rights of each holder of an
Obligation Foncière to participate in Collective Decisions will be evidenced by entries in the books of the
relevant Account Holder or the Issuer or the Registration Agent (as the case may be) of the name of such
holder of an Obligation Foncière as of 00:00 (Paris time) on the second business day in Paris preceding the
date set for the Collective Decision.
Collective Decisions must be published in accordance with Condition 10(viii).
The Issuer shall hold a register of the Collective Decisions and shall make it available, upon request, to any
subsequent holder of any of the Obligations Foncières of such Series.
(A) General Meetings
A General Meeting may be called at any time, either by the Issuer or by the Representative. One or
more holders of Obligations Foncières, holding together at least one-thirtieth of the principal amount
of Obligations Foncières outstanding, may address to the Issuer and the Representative a demand
for a General Meeting to be called. If such General Meeting has not been called within two months
after such demand, the holders of Obligations Foncières may commission one of them to petition
the competent court to appoint an agent (mandataire) who will call the General Meeting.
General Meetings may deliberate validly on first convocation only if the holders of Obligations
Foncières present or represented hold at least one-fifth of the principal amount of the Obligations
Foncières then outstanding. On second convocation, no quorum shall be required. The decisions of
the General Meeting shall be taken by a two-third (2/3) majority of votes cast by the holders of
Obligations Foncières attending such General Meeting or represented thereat. The votes cast do not
include those attached to Obligations Foncières for which the holders of Obligations Foncières did
not take part in the vote, abstained or voted blank or void.
Notice of the date, time, place and agenda of any General Meeting will be published in accordance
with Condition 10(viii) not less than fifteen (15) calendar days prior to the date of the General
Meeting on first convocation and not less than five (5) calendar days prior to the date of the General
Meeting on second convocation.
Each holder of Obligations Foncières has the right to participate in a General Meeting in person, by
proxy or by correspondence.
Each holder of an Obligation Foncière or representative thereof will have the right to consult or
make a copy of the text of the resolutions which will be proposed and of the reports, if any, which
will be presented at the General Meeting, all of which will be available for inspection by the relevant
holders of Obligations Foncières at the registered office of the Issuer and at any other place specified
in the notice of the General Meeting, during the fifteen (15) calendar day period preceding the
holding of the General Meeting on first convocation, or during the five (5) calendar day period
preceding the holding of the General Meeting on second convocation.
(B) Written Decisions
At the initiative of the Issuer or the Representative, Collective Decisions may also be taken by a
Written Decision.
Such Written Decision shall be signed by or on behalf of the holders of Obligations Foncières
holding not less than ninety per cent (90%) in nominal amount of the Obligations Foncières
outstanding, without having to comply with formalities and time limits referred to in Condition
10(iv)(A). Any Written Decision shall, for all purposes, have the same effect as a resolution passed

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at a General Meeting of such holder of Obligations Foncières. Pursuant to Article L.228-46-1 of the
French Code de commerce, approval of a Written Decision may also be given by way of electronic
consent allowing the identification of the holders of Obligations Foncières.
(C) Exclusion of certain provisions of the French Code de commerce
The provisions of Articles L.228-65 I. 1° (unless the Issuer is no longer a société de crédit foncier
as a result of the change), 3°, 4°, L.236-14 and L.236-23 of the French Code de commerce and the
related provisions of the French Code de commerce shall not apply to the Obligations Foncières, it
being however specified for the avoidance of doubt that the holders of Obligations Foncières benefit
from the same protection rights as non-bondholder creditors (créanciers non obligataires).
(v) Expenses
The Issuer shall pay all expenses relating to the operation of the Masse, including all expenses relating to
the calling and holding of Collective Decisions and, more generally, all administrative expenses resolved
upon by the Collective Decisions, it being expressly stipulated that no expenses may be imputed against
interest payable under the Obligations Foncières.
(vi) Single Masse
The holders of Obligations Foncières of the same Tranche, and the holders of Obligations Foncières of any
other Tranche which have been assimilated with the Obligations Foncières of such first mentioned Tranche
in accordance with Condition 12, shall, for the defence of their respective common interests, be grouped in
a single Masse.
(vii) Sole holder of Obligations Foncières
If and for so long as the Obligations Foncières of a given Series are held by a sole holder of Obligations
Foncières, and unless a Representative has been appointed in relation to such Series, such sole holder of
Obligations Foncières shall exercise all the powers, rights and obligations entrusted to the Masse by the
provisions of the French Code de commerce.
From the date of appointment of the Representative in relation to any Series, if and for so long as the
Obligations Foncières of such Series are held by a sole holder of Obligations Foncières, such holder of
Obligations Foncières shall exercise all powers, rights and obligations entrusted to the holders of
Obligations Foncières acting through Collective Decisions by the provisions of the French Code de
commerce.
The Issuer shall hold a register of the decisions taken by the sole holder of Obligations Foncières in this
capacity and shall make it available, upon request, to any subsequent holder of any of the Obligations
Foncières of such Series.
(viii) Notices to holders of Obligations Foncières
Any notice to be given to the holders of Obligations Foncières in accordance with this Condition 10 shall
be given in accordance with Condition 13.
(ix) Full Masse
For Obligations Foncières issued with a denomination of less than €100,000 (or its equivalent in any other
currency), Condition 10 shall apply to the Obligations Foncières subject to the following modifications:
(A) Condition 10(iv)(C) shall not apply to the Obligations Foncières; and
(B) except if the Final Terms specify "Issue outside France" as applicable, Condition 10(v) shall be
deleted and replaced by the provisions of Article L.228-71 of the French Code de commerce.
For the avoidance of doubt, in this Condition 10, the term "outstanding" shall not include those Obligations
Foncières subscribed or purchased by the Issuer pursuant to Article L.513-26 of the French Code monétaire et
financier that are held by it and not cancelled in accordance with applicable laws and regulations as referred to
in Condition 6(f).
11 Replacement of definitive Obligations Foncières, Coupons and Talons
If, in the case of any Materialised Obligations Foncières, a Definitive Materialised Obligation Foncière, Coupon
or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations
and Regulated Market or stock exchange regulations, at the specified office of the Fiscal Agent or such other
Paying Agent as may from time to time be designated by the Issuer for the purpose and notice of whose designation
is given to holders of Obligations Foncières, in each case on payment by the claimant of the fees and costs incurred
in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia,
that if the allegedly lost, stolen or destroyed Definitive Materialised Obligation Foncière, Coupon or Talon is
97
subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid
to the Issuer on demand the amount payable by the Issuer in respect of such Definitive Materialised Obligations
Foncières, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Definitive
Materialised Obligations Foncières, Coupons or Talons must be surrendered before replacements will be issued.
12 Further Issues and Consolidation
(a) Further Issues: The Issuer may from time to time without the consent of the holders of Obligations
Foncières or Coupons create and issue further Obligations Foncières to be assimilated (assimilées) and
form a single series with the Obligations Foncières provided such further Obligations Foncières and the
further Obligations Foncières carry rights identical in all respects (or in all respects save for the principal
amount thereof and the first payment of interest in the relevant Final Terms) and that the terms of such
further Obligations Foncières provide for such assimilation and references in these Conditions to
"Obligations Foncières" shall be construed accordingly.
(b) Consolidation: The Issuer may, if so specified in the relevant Final Terms, with the prior approval (which
shall not be unreasonably withheld) of the Redenomination Agent and the Consolidation Agent, from time
to time on any Interest Payment Date occurring on or after the Redenomination Date on giving not less than
thirty (30) days' prior notice to the holders of Obligations Foncières in accordance with Condition 13,
without the consent of the holders of Obligations Foncières or Coupons, consolidate the Obligations
Foncières of one Series with the Obligations Foncières of one or more other Series issued by it, whether or
not originally issued in one of the European national currencies or in Euro, provided such other Obligations
Foncières have been redenominated in Euro (if not originally denominated in Euro) and which otherwise
have, in respect of all periods subsequent to such consolidation, the same terms and conditions as the
Obligations Foncières.
13 Notices
(a) Notices to the holders of Obligations Foncières in registered form (au nominatif) shall be valid if either, (i)
they are mailed to them at their respective addresses, in which case they will be deemed to have been given
on the fourth (4th) weekday (being a day other than a Saturday or a Sunday) after the mailing, or (ii) at the
option of the Issuer, they are published (a) so long as such Obligations Foncières are admitted to trading
on Euronext Paris, in a leading daily newspaper of general circulation in France (which is expected to be
Les Echos) or (b) in a leading daily newspaper of general circulation in Europe or (c) they are published in
accordance with Articles 221-3 and 221-4 of the General Regulation (Règlement Général) of the AMF and
so long as such Obligations Foncières are admitted to trading on any Regulated Market, in a leading daily
newspaper with general circulation in the city/ies where the Regulated Market(s) on which such Obligations
Foncières are admitted to trading, if the rules applicable to such Regulated Market(s) so require or (d) so
long as the Obligations Foncières are admitted to trading on the regulated market of the Luxembourg Stock
Exchange, notices may also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
(b) Notices to the holders of Obligations Foncières in bearer form (au porteur) shall be valid if, at the option
of the Issuer, they are published (a) so long as such Obligations Foncières are admitted to trading on
Euronext Paris, in a leading daily newspaper of general circulation in France (which is expected to be Les
Echos) or (b) in a daily leading newspaper of general circulation in Europe or (c) they are published in
accordance with Articles 221-3 and 221-4 of the General Regulation (Règlement Général) of the AMF and
so long as such Obligations Foncières are admitted to trading on any Regulated Market, in a leading daily
newspaper with general circulation in the city/ies where the Regulated Market(s), on which such
Obligations Foncières are admitted to trading is located, if the rules applicable to such Regulated Market(s)
so require or (d) so long as the Obligations Foncières are admitted to trading on the regulated market of the
Luxembourg Stock Exchange, notices may also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
(c) If any such publication is not practicable, notice shall be validly given if published in another leading daily
English language newspaper with general circulation in Europe, provided that so long as the relevant
Obligations Foncières are admitted to trading on any Regulated Market, the notice shall also be published
as otherwise required by the rules applicable to that Regulated Market, as the case may be. Any such notice
shall be deemed to have been given on the date of such publication or, if published more than once or on
different dates, on the date of the first publication as provided above. Holders of Coupons shall be deemed
for all purposes to have notice of the contents of any notice given to the holders of Materialised Obligations
Foncières in accordance with this Condition.
(d) Notices required to be given to the holders of Dematerialised Obligations Foncières (whether in registered
form (au nominatif) or in bearer form (au porteur)) pursuant to these Conditions may be given by delivery
of the relevant notice to Euroclear France, Euroclear, Clearstream and any other clearing system through
which the Obligations Foncières are for the time being cleared in substitution for the mailing and
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publication as required by Conditions 13 (a), (b) and (c) above; except that notices will be published (i) (a)
so long as such Obligations Foncières are admitted to trading on Euronext Paris, in a leading daily
newspaper of general circulation in France (which is expected to be Les Echos), or (b) in accordance with
Articles 221-3 and 221-4 of the General Regulation (Règlement Général) of the AMF or (c) so long as such
Obligations Foncières are admitted to trading on any Regulated Market(s) and the rules applicable to such
Regulated Market(s) so require, notices shall also be published in a leading daily newspaper with general
circulation in the city/ies where the Regulated Market(s) on which such Obligations Foncières is/are
admitted to trading are/is situated, or (d) so long as the Obligations Foncières are admitted to trading on
the regulated market of the Luxembourg Stock Exchange, notices may also be published on the website of
the Luxembourg Stock Exchange (www.bourse.lu).
(e) Notices relating to Collective Decisions pursuant to Condition 10 and pursuant to Articles R.228-79 and
R.236-14 of the French Code de commerce shall be (a) given by delivery of the relevant notice to Euroclear
France, Euroclear, Clearstream and any other clearing system through which the Obligations Foncières are
for the time being cleared and, if such publication is not practicable in respect of Dematerialised Obligations
Foncières in registered form (au nominatif), by mail to the holders of Obligations Foncières at their
respective addresses, in which case they will be deemed to have been given notice on the fourth (4th)
weekday (being a day other than a Saturday or a Sunday) after the mailing and (b) published on the website
of the Issuer (https://sfil.fr/caffil-notre-filliale/). For the avoidance of doubt, Conditions 13(a), (b), (c) and
(d) shall not apply to such notices.
14 Governing Law and Jurisdiction
(a) Governing Law: The Obligations Foncières, the Coupons and the Talons and all non-contractual
obligations arising out of or in connection with them are governed by, and shall be construed in accordance
with, French law.
(b) Jurisdiction: Any claim against the Issuer in connection with any Obligations Foncières, Coupons or
Talons may be brought before any competent court within the jurisdiction of the registered office of the
Issuer.




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TEMPORARY GLOBAL CERTIFICATES ISSUED
IN RESPECT OF MATERIALISED OBLIGATIONS FONCIÈRES
Temporary Global Certificates
A temporary global certificate, without interest coupons (a "Temporary Global Certificate"), will initially be issued
in connection with Materialised Obligations Foncières. Upon the initial deposit of such Temporary Global
Certificate with a common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking, S.A. ("Clearstream"), Euroclear or Clearstream will credit the accounts of each subscriber
with a nominal amount of Obligations Foncières equal to the nominal amount thereof for which it has subscribed
and paid.
The Common Depositary may also credit with a nominal amount of Obligations Foncières the accounts of
subscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts
with Euroclear and Clearstream held by such other clearing systems. Conversely, a nominal amount of Obligations
Foncières that is initially deposited with any other clearing system may similarly be credited to the accounts of
subscribers with Euroclear, Clearstream or other clearing systems.
Exchange
Each Temporary Global Certificate issued in respect of Obligations Foncières will be exchangeable, free of charge
to the holder, on or after its Exchange Date (as defined below):
(i) if the relevant Final Terms indicate that such Temporary Global Certificate is issued in compliance with the
United States Treasury Regulation § 1.163-5(c)(2)(i)(C) (or any successor provision in substantially similar
form that are applicable for purposes of Section 4701 of the U.S. Internal Revenue Code of 1986, as amended
(the "Code")) (the "C Rules" or "TEFRA C") or in a transaction to which TEFRA is not applicable, in whole,
but not in part, for the Definitive Materialised Obligations Foncières; and
(ii) otherwise, in whole but not in part, upon certification as to non-U.S. beneficial ownership (a form of which
shall be available at the specified offices of any of the Paying Agents) for Definitive Materialised Obligations
Foncières.
Delivery of Definitive Materialised Obligations Foncières
On or after its Exchange Date, the holder of a Temporary Global Certificate may surrender such Temporary Global
Certificate to or to the order of the Fiscal Agent. In exchange for any Temporary Global Certificate, the Issuer will
deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed Definitive Materialised
Obligations Foncières. In this Base Prospectus, "Definitive Materialised Obligations Foncières" means, in relation
to any Temporary Global Certificate, the Definitive Materialised Obligations Foncières for which such Temporary
Global Certificate may be exchanged (if appropriate, having attached to them all Coupons that have not already been
paid on the Temporary Global Certificate and a Talon). Definitive Materialised Obligations Foncières will be
security printed in accordance with any applicable legal and Regulated Market or stock exchange requirements.
Forms of such Definitive Materialised Obligations Foncières shall be available at the specified offices of any of the
Paying Agent(s).
Exchange Date
"Exchange Date" means, in relation to a Temporary Global Certificate, the day falling after the expiry of forty (40)
calendar days after its issue date, provided that, in the event any further Materialised Obligations Foncières are
issued prior to such calendar day pursuant to Condition 12(a), the Exchange Date for such Temporary Global
Certificate shall be postponed to the calendar day falling after the expiry of forty (40) calendar days after the issue
of such further Materialised Obligations Foncières.
Legend concerning United States Persons
In the case of Obligations Foncières issued in accordance with the United States Treasury Regulation § 1.163-
5(c)(2)(i)(D) (or any successor provision in substantially similar form that are applicable for purposes of
Section 4701 of the Code) (the "D Rules" or "TEFRA D"), any Materialised Obligations Foncières and any
Coupons and Talons appertaining thereto will bear a legend to the following effect:
"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE, AS AMENDED."
The sections referred to provide that United States Holders, with certain exceptions, will not be entitled to deduct
any loss on such Obligations Foncières and will not be entitled to capital gains treatment of any gain on any sale,
disposition, redemption or payment of principal in respect of such Obligations Foncières.


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USE OF PROCEEDS
The net proceeds of the issue of the Obligations Foncières or an amount equivalent to the net proceeds in the case of
Green Obligations Foncières, Social Obligations Foncières or Sustainability Obligations Foncières (as defined below),
will be (as specified in the applicable Final Terms) allocated by the Issuer either:
• for the Issuer's general corporate purposes; or
• in the case of green Obligations Foncières (the "Green Obligations Foncières"), to finance and/or refinance, in
whole or in part, Eligible Green Loans as defined in the Sfil Group Green, Social and Sustainability Bond
Framework; or
• in the case of social Obligations Foncières (the "Social Obligations Foncières"), to finance and/or refinance, in
whole or in part, Eligible Social Loans as defined in the Sfil Group Green, Social and Sustainability Bond
Framework; or
• in the case of sustainability Obligations Foncières (the "Sustainability Obligations Foncières"), to finance and/or
refinance, in whole or in part, Eligible Green Loans and Eligible Social Loans as defined in the Sfil Group Green,
Social and Sustainability Bond Framework; or
• as stated in the relevant Final Terms in respect of any particular issue of Obligations Foncières for which there is a
particular identified use of proceeds (other than as specified above).
The Sfil Group Green, Social and Sustainability Bond Framework is available on Sfil's website (https://sfil.fr/obligations-
vertes-sociales-durables/ or https://sfil.fr/en/green-social-and-sustainable-bonds/).
In relation to Green Obligations Foncières, Social Obligations Foncières or Sustainability Obligations Foncières, as the
case may be, and in relation to the principles and guidelines published by the International Capital Market Association
(the "ICMA"):
• the Sfil Group Green, Social and Sustainability Bond Framework is based on the Green Bond Principles, the Social
Bond Principles (the "SBP") and the Sustainability Bond Guidelines (the "SBG"), published by the ICMA; and
• Sfil has requested a second party opinion (the "Green, Social and Sustainability Second Party Opinion") on the
Sfil Group Green, Social and Sustainability Bond Framework assessing its alignment with the Green Bond
Principles, the SBP and the SBG. This Green, Social and Sustainability Second Party Opinion is available on Sfil's
website (https://sfil.fr/obligations-vertes-sociales-durables/ or https://sfil.fr/en/green-social-and-sustainable-
bonds/).
An allocation reporting will be made available on Sfil's website (https://sfil.fr/obligations-vertes-sociales-durables/ or
https://sfil.fr/en/green-social-and-sustainable-bonds/), for the first time, the year following the issuance of the relevant
Green Obligations Foncières, Social Obligations Foncières or Sustainability Obligations Foncières and then on an
annual basis until full allocation of outstanding Green Obligations Foncières, Social Obligations Foncières or
Sustainability Obligations Foncières and as necessary thereafter in case of material changes to the allocation of proceeds.
An independent third party will verify the allocation of the net proceeds of the Green Obligations Foncières, the Social
Obligations Foncières or the Sustainability Obligations Foncières.
The Sfil Group Green, Social and Sustainability Bond Framework and the Green, Social and Sustainability Second Party
Opinion are not incorporated by reference in this Base Prospectus.




101
DESCRIPTION OF CAISSE FRANÇAISE DE FINANCEMENT LOCAL
Legal structure and name of the Issuer
The Issuer was created on 29 December 1998 for a period of 99 years. It was authorized to operate as a société de crédit
foncier by the Comité des établissements de crédit et des entreprises d'investissement (now a part of the French Resolution
and Prudential Control Authority (Autorité de contrôle prudentiel et de résolution) ("ACPR")) at its meeting on
23 July 1999. The authorization became definitive on 1 October 1999.
On 31 January 2013, the Issuer was renamed Caisse Française de Financement Local to replace Dexia Municipal Agency,
upon the sale of its sole shareholder, Société de Financement Local (renamed Sfil in June 2015), to the French State,
Caisse des Dépôts et Consignations ("CDC") and La Banque Postale. Since 30 September 2020, Sfil's sole shareholder
is the CDC (holding 99.99% of Sfil's share capital). The French State retained one ordinary share.
On 2 June 2023, the Issuer changed its registered office, which is now located at 112-114 avenue Emile Zola, 75015 Paris,
France (Telephone: +33 1 73 28 90 90).
The Issuer is registered under number 421 318 064 with the Registre du commerce et des sociétés of Paris.
Caisse Française de Financement Local is a société anonyme à Directoire et Conseil de Surveillance, a joint-stock
corporation with an Executive Board and a Supervisory Board, governed by the provisions of Articles L.210-1 et seq. of
the Code de commerce. Its activity is regulated by Articles L.511-1 et seq. (credit institutions) and L.513-2 et seq. (sociétés
de crédit foncier) of the French Code monétaire et financier.
Nature and activity of the Issuer
Caisse Française de Financement Local (also known by its acronym Caffil) is a credit institution active in the refinancing
of loans to French public sector entities, or those they guarantee, through the issue of covered bonds, which are called
obligations foncières.
It is a specialised credit institution authorized to operate as a société de crédit foncier. As a credit institution, the Issuer is
subject to all legal and regulatory provisions that apply to credit institutions. It conducts banking transactions in its
ordinary course of business. As a société de crédit foncier, it engages in transactions that are specialised and have an
exclusive purpose, as defined in Articles L.513-2 et seq. of the French Code monétaire et financier.
In the case of Caisse Française de Financement Local, this specialisation is exclusively limited to transactions with public
sector entities or entities they guarantee, as specified in its authorization granted by the ACPR and its own by-laws.
• The authorization mentions that the Issuer "is approved as a société de crédit foncier, the activities of which
exclusively concern the granting or acquisition of loans to public sector entities or those they guarantee, as well as
the holding of securitization units or shares of similar entities when the assets in these securitizations are for at
least 90% composed of assets of the same nature as the above-mentioned loans, in accordance with Article 94-II
and III of law 99-532 [abrogated since 1 January 2001 and codified in Articles L.515-15 and L.515-16 of the
French Code monétaire et financier]".
• The purpose of the Issuer (Article 2 of the by-laws) specifies that the exclusive purpose of the Issuer is:
– to grant or to acquire exposures on public sector entities as defined in Article L.513-4 and in Article L.513-
6 paragraph 2 of the French Code monétaire et financier;
– to hold securities, exposures or deposits under the conditions set by decree.
Sociétés de crédit foncier, which were created by the law of June 1999, are now well-known in the world of bond issuers
and investors. They issue covered bonds called obligations foncières and contract other covered debt negotiable or not in
regulated markets. All these instruments are characterized by the legal privilege that primarily affects cash flows from the
Issuer's assets to pay the interest and reimbursement of the obligations foncières. Sociétés de crédit foncier may also issue
or contract non-covered debt. Obligations foncières constitute a significant element in the international covered bond
market.
Caisse Française de Financement Local received authorization by the ACPR to use the "European Covered Bond
(Premium)" label for its issues of Obligations Foncières.
Shareholding structure of the Issuer
Caisse Française de Financement Local is currently wholly-owned by Sfil.
Since 30 September 2020, Sfil's shareholder, Caisse des Dépôts, holds 99.99% of its shares. The French Republic retained
one ordinary share. Sfil's shareholders thus remain firmly anchored in the public sphere, reflecting the missions the French
Republic assigned it.
Its shareholders will ensure that Sfil's financial solidity is preserved and its economic base protected and will continue to
provide it with the necessary support, in accordance with the applicable regulations. CDC, Sfil's reference shareholder,
102
confirmed its commitment in a letter of support, completed by a letter of support from the State, in the context of Sfil's
continuing status as a State-owned development bank.
This commitment, made with the ACPR, underlines its involvement to ensure oversight and to influence strategic
decisions, as well as its determination to ensure Caisse Française de Financement Local's and Sfil's ongoing financial
transactions and to comply with regulatory requirements, if so required.
In addition, on 5 November 2020, Sfil, the parent company of Caisse Française de Financement Local, signed an updated
declaration of support of Caisse Française de Financement Local, ensuring that "Sfil, its reference shareholder CDC and
the French State, will ensure, subject to EU State Aid rules, that Caisse Française de Financement Local always be able
to pursue its activity in an ongoing manner and that its economic base is protected and its financial strength preserved,
in compliance with the requirements of banking regulations". This declaration of support is reproduced on page 118 of
this Base Prospectus.
Shareholding




Areas of business of Sfil and Caisse de Française de Financement Local
Caisse Française de Financement Local and its parent company Sfil are key components of the financing scheme set up
for French public sector entities by the French government in 2013. This scheme is based on a commercial activity
developed by La Banque Postale with refinancing provided by Caisse Française de Financement Local. As part of its
integration into the Caisse des Dépôts et Consignations group, Caisse Française de Financement Local also refinances
long-term loans to French public sector entities distributed by Caisse des Dépôts et Consignations, via the Banque des
Territoires, since the end of 2022.
Since 2015, the French State has also entrusted Sfil and Caisse Française de Financement Local with the responsibility to
refinance large export credits with the guarantee of the French State. Since the end of 2024, Caisse Française de
Financement Local is also authorised the refinance large export credit presenting a French interest and benefiting from an
insurance from other European export credit agencies or multilateral lenders.
Specifically for loans benefiting from an insurance from Bpifrance Assurance Export, public guarantees for foreign trade,
which in particular cover export credit insurance operations and enhanced guarantees, if any, are granted by the Minister
in charge of the Economy, once approved by the Guarantees and Foreign Trade Credit Commission. Their management
is entrusted to Bpifrance Assurance Export that deliver these guarantees, under the State's control, on its behalf and in its
name.
The objective is to enable loans to French public sector as well as French large export credit to benefit from optimal
financing conditions through the high rating and the irreproachable risk management of Caisse Française de Financement
Local.




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Cash flow statement for the years ended 31 December 2021, 31 December 2022 and 31 December 2023
Cash flow statement
EUR millions 31/12/2021 12/31/2022 12/31/2023
NET INCOME BEFORE TAX 109 112 77

+/- Net depreciation and amortization of tangible and intangible fixed assets - - -
+/- Depreciation and write-downs (29) (11) (9)
+/- Expense / income from investing activities 105 - -
+/- Expense / income from financing activities (109) - -
+/- Other non-cash items 257 (78) 99
Non-monetary items included in net income before tax and other adjustments 224 (89) 90
+/- Cash from interbank operations (289) (1 423) (1 203)
+/- Cash from customer operations (228) (192) 1 177
+/- Cash from financing assets and liabilities 955 711 (1 775)
+/- Cash from not financing assets and liabilities (517) (11) (11)
- Income tax paid (38) (43) (29)
Decrease / (increase) in cash from operating activities (117) (958) (1 840)
CASH FLOW FROM OPERATING ACTIVITIES (A) 216 (935) (1 673)
CASH FLOW FROM INVESTING ACTIVITIES (B) - - -
+/- Cash from or for shareholders (49) (85) (84)
+/- Other cash from financing activities 1 831 (965) 991
CASH FLOW FROM FINANCING ACTIVITIES (C) 1 782 (1 050) 907
EFFECT OF CHANGES IN EXCHANGE RATES ON CASH (D) - - -
INCREASE / (DECREASE) IN CASH EQUIVALENTS (A + B + C + D) 1 998 (1 985) (766)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD 1 822 3 820 1 836
Cash and balances with central banks (assets & liabilities) 1 798 3 795 1 808
Interbank accounts (assets & liabilities) and loans / sight deposits 24 25 28
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 3 820 1 836 1 070
Cash and balances with central banks (assets & liabilities) 3 795 1 808 1 053
Interbank accounts (assets & liabilities) and loans / sight deposits 25 28 17
CHANGE IN NET CASH 1 998 (1 985) (766)

The cashflow statement has been prepared on the basis of the audited financial statements for the financial years ended December 2021, December 2022 and December 2023.
These financial statements were prepared in accordance with accounting principles applicable in France.
The cashflow statement has been prepared using the indirect method.
Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity.
Operating activities are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities.




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105
106
Legal and arbitration proceedings
Legal
As of 31 December 2024, to the best of Caffil's knowledge, there were no disputes between Caffil and its borrowers, nor
any other governmental, legal or arbitration proceedings that could have a material impact on its financial position.
Tax
The Accounting division of Sfil is responsible for tax declarations for Caffil and may contact the General Secretary of
Sfil for tax advise. There is no change during 2024 concerning the file linked to the treatment of the taxation in Ireland of
the income of the former Dexia Municipal Agency (Caffil's former name) branch in Dublin, which closed in 2013. Caffil
and Dexia SA are still awaiting a decision from the French and Irish tax authorities.
Other litigation
The Issuer is not or has not been involved in any other governmental litigation or proceedings (including any such
proceedings which are pending or threatened of which the Issuer is aware) in the twelve (12) months preceding the date
of this Base Prospectus which may or have in such period had a significant effect on the financial position or profitability
of the Issuer.




107
THE LEGAL REGIME APPLICABLE TO CAFFIL
Please note that the paragraphs below relating to the laws and regulations applicable to sociétés de crédit foncier are
based on French laws and regulations in force as at the date of this Base Prospectus and should be read in conjunction
with, as the case may be, any relevant instruction from the French Resolution and Prudential Control Authority
(Autorité de contrôle prudentiel et de résolution) or ministerial order published in respect of sociétés de crédit foncier.
Legal Framework
As of the date of this Base Prospectus, the legal and regulatory regime applicable to sociétés de crédit foncier results from
the following provisions (as they may be amended from time to time):
- Articles L.513-2 to L.513-27 of the French Code monétaire et financier;
- Articles R.513-1-A to R.513-18 of the French Code monétaire et financier;
- Regulation (règlement) No. 99-10 of 9 July 1999, as amended, issued by the Banking and Financial Regulatory
Committee (Comité de la Règlementation Bancaire et Financière or CRBF) (the "CRBF Regulation"); and
- the various instructions relating to sociétés de crédit foncier issued by the French Resolution and Prudential
Control Authority (Autorité de contrôle prudentiel et de résolution).
In addition, to maintain its European covered bond "premium" label, Caisse Française de Financement Local has to
comply with Article 129 of Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019
(the "CRR II Regulation") as amended by Regulation (EU) 2020/873 of the European Parliament and of the Council of
24 June 2020 (the "Covered Bond Regulation").
The Privilège (Statutory Priority Right of Payment)
Obligations foncières are specialised covered bond products that can only be issued by credit institutions licensed and
regulated in France as sociétés de crédit foncier. Obligations foncières benefit from the legal Privilège under French law
which provides a priority right of payment on certain eligible assets and cash flow of the société de crédit foncier, such
as the Issuer, to the holders of obligations foncières and other privileged debt. Caisse Française de Financement Local's
total assets must always exceed liabilities benefiting from the Privilège, in particular in accordance with Articles L.513-
12 and R.513-8 of the French Code monétaire et financier.
The legal Privilège is governed by Article L.513-11 of the French Code monétaire et financier and has, in particular, the
following characteristics:
− the amounts resulting from loans, assimilated receivables, exposures, securities and deposits (dépôts) referred to
in Articles L.513-3 to L.513-7 of French Code monétaire et financier, including in respect of any mortgage, charge,
lien or other guarantee or indemnity relating to such assets, and the forward financial instruments (i.e. derivative
transactions) used for hedging as referred to in Article L.513-10 of the French Code monétaire et financier (in
each case, after any applicable set-off), together with the claims in respect of deposits made by the société de crédit
foncier with credit institutions, are allocated in priority for the payment of any sums due in relation to the
obligations foncières and other liabilities benefiting from the Privilège, as mentioned in Article L.513-2 I 2° of the
French Code monétaire et financier, including Caisse Française de Financement Local's derivative counterparties
and payments to Sfil under the loan service agreements between them;
− when a société de crédit foncier is subject to safeguard proceedings (procédure de sauvegarde), judicial
reorganisation proceedings (procédure de redressement judiciaire), judicial liquidation proceedings (procédure de
liquidation judiciaire), or resolution proceedings (procédure de résolution) opened pursuant to Article L.613-49
of the French Code monétaire et financier, the amounts regularly originated from the operations referred to in
Article L.513-2, I, 2° of the French Code monétaire et financier (i.e. resources benefiting from the Privilège) are
paid to their respective creditors, on their respective contractual due date and by way of priority to all other
receivables, whether or not preferred or secured, including interests resulting from agreements whatever their
duration is. No other creditor of a société de crédit foncier may avail itself of any right over the assets and rights
of such société de crédit foncier, either in principal or interest, until creditors benefiting from the Privilège defined
in Article L.513-11 of the French Code monétaire et financier have been fully paid off; and
− the safeguard proceedings (procédure de sauvegarde), judicial reorganisation proceedings (procédure de
redressement judiciaire), judicial liquidation proceedings (procédure de liquidation judiciaire) or resolution
proceedings (procédure de résolution) opened pursuant to Article L.613-49 of the French Code monétaire et
financier against a société de crédit foncier (such as the Issuer) will not result in the acceleration of payment of
obligations foncières or other debts benefiting from the Privilège. In addition, notwithstanding anything to the
contrary, the same proceedings will not result by themselves in the alteration, set-off, suspension or termination of
forward financial instruments (i.e. derivative transactions) benefiting from the Privilège entered into by a société
de crédit foncier (such as the Issuer) and then in force.

108
Caisse Française de Financement Local does not have any employees.
In accordance with Article L.513-15 of the French Code monétaire et financier, Caisse Française de Financement Local
must entrust the management or recovery of the loans, exposures, related receivables (créances assimilées), securities and
deposits (titres et dépôts), bonds or other resources referred to in Article L.513-2 of the French Code monétaire et
financier, to a credit institution or a financing company (société de financement) linked to Caisse Française de
Financement Local or to a loans manager (gestionnaire de crédits) referred to under Article L.54-11-1 of the French Code
monétaire et financier. Payments arising under the loan service agreements with Sfil benefit from the Privilège to the
same extent debt benefiting from the Privilège.
Legislation relating to sociétés de crédit foncier
Article L.513-2 of the French Code monétaire et financier provides that the sole purpose of a société de crédit foncier is:
− to grant or acquire guaranteed loans, exposures on public sector entities, securities, deposits (dépôts) and
exposures, each referred to in Articles L.513-3 to L.513-7 of the French Code monétaire et financier; and
− in order to finance such categories of loans, exposures, securities, assets and deposits, to issue obligations foncières
benefiting from the Privilège and to raise other resources pursuant to the contract or the document made for the
information of the public as provided for in Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to
trading on a regulated market, as amended or any equivalent document required for admission to any foreign
regulated market, if such contract or document refers to the Privilège.
Sociétés de crédit foncier may also fund the activities referred to above through the issue of bonds or other sources of
financing which do not benefit from the Privilège. They may also issue promissory notes (billets à ordre).
Sociétés de crédit foncier may carry out temporary transfers of securities; pledge a securities account and pledge or
transfer all or part of the receivables held by them in accordance with the applicable provisions of the French Code
monétaire et financier. The receivables or securities thus transferred or pledged are not included in the Cover Pool (as
such term is defined in "Risk Factors – Risk Factors relating to the Issuer – Risk of default in the Cover Pool") defined in
Article L.513-11 (assiette du privilège) and are not taken into account for the calculation of the over-collateralisation ratio
provided under Article L. 513-12 of the French Code monétaire et financier.
According to Article L.513-4 of the French Code monétaire et financier, eligible exposures to public sector entities
mentioned in Article L.513-2 of the French Code monétaire et financier that may be included in the Cover Pool, are assets
such as loans or off-balance sheet exposures over the entities listed below or fully guaranteed by them.
− Central governments, central banks, public institutions, local authorities or state-owned entities located in a
Member State of the European Union (collectively, the "Eligible States");
− Central governments or central banks not located in an Eligible State, but who benefit from the highest level of
credit quality8 established by a credit rating agency recognized by the French Resolution and Prudential Control
Authority (Autorité de contrôle prudentiel et de résolution) in accordance with Article L.511-44 of the French
Code monétaire et financier;
− The international organisations mentioned in Article 118 of the Regulation (EU) 575/2013 of the European
Parliament and of the Council of 26 June 2013 (the "Capital Requirements Regulation"), multilateral
development banks mentioned in Article 117 of the same Regulation, and other international organisations and
multilateral development banks, each benefiting from the highest level of credit quality established by a credit
rating agency recognized by the French Resolution and Prudential Control Authority (Autorité de contrôle
prudentiel et de résolution) in accordance with Article L.511-44 of the French Code monétaire et financier;
− Public institutions and local authorities located in a state that is neither a Member State of the European Union nor
party to the European Economic Area if financial exposure to such persons are subject, for the determination of
capital adequacy, to the same requirements as those used for central governments, central banks or credit
institutions, or fully guaranteed by such persons, and benefiting from the highest level of credit quality established
by a credit rating agency recognized by the French Resolution and Prudential Control Authority (Autorité de
contrôle prudentiel et de résolution); and
− Central administrations and central banks located in states that are not members of the European Union, public
institutions and local authorities mentioned in the three last bullet points above, each benefiting from the second-
highest level of credit quality9 established by a credit rating agency recognized by the French Resolution and
Prudential Control Authority (Autorité de contrôle prudentiel et de résolution), provided that such exposures are

8
highest level of credit quality (or Step 1): AAA to AA (low) low for DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the relevant rating
activity or Aaa to Aa3 for Moody's France SAS.
9
second-highest level of credit quality (or Step 2): A (high) to A (low) for DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the relevant
rating activity or A1 to A3 for Moody's France SAS.

109
limited to 20% of the total outstanding nominal amount of the obligations foncières and other sources of financing
benefiting from the Privilège.
Eligible assets of the public sector entities described above include, among other things:
− debt securities issued, or fully guaranteed, by one or more of the public sector entities mentioned above;
− monetary claims, including those resulting from a successive performance contract, against the public sector
entities referred to above, or fully guaranteed by one or more of such public sector entities; and
− debt stemming from leasing contracts or equivalent contracts to which a public sector entity referred to above is
party in the capacity of lessee or tenant, or debt stemming from leasing contracts or equivalent contracts fully
guaranteed by one or more of those public sector entities. Sociétés de crédit foncier that acquire debt resulting
from a leasing contract may also acquire all or part of the debt that results from the sale of the leased property.
According to Article L.513-6 of the French Code monétaire et financier, exposures secured by the remittal, assignment
or pledge over receivables (be they professional receivables or not) granted by the société de crédit foncier with the benefit
from Articles L.211-38 to L.211-40 or Articles L.313-23 to L.313-35 of the French Code monétaire et financier are
assimilated to exposures referred to in Article L.513-3 of the French Code monétaire et financier, subject to these
receivables complying with the conditions set out by Article L.513-3 of the French Code monétaire et financier.
According to Article L. 513-10 of the French Code monétaire et financier, in order to hedge its interest and currency risks
on loans, exposures referred to in Articles L.513-3 to L.513-7 of the French Code monétaire et financier, global interest
rate risk, obligations foncières and/or other sources of financing benefiting from the Privilège sociétés de crédit foncier
may use forward instruments as defined in Article L.211-1 of the French Code monétaire et financier. Any amounts
payable pursuant to these financial instruments, after applicable set-off, contracted to hedge its eligible assets or exposures
to credit institutions, its liability items benefiting from the Privilège and to manage or hedge the global risk on its assets,
its liabilities and its off-balance sheet, benefit from the Privilège. Sociétés de crédit foncier shall ensure that the volume
of such forward instruments used is consistent in case the hedged risk decreases and that they are terminated in case the
hedged risk disappears. Moreover, according to Article R.513-6-1 of the French Code monétaire et financier, the forward
instruments used by sociétés de crédit foncier shall be an exposure on a credit institution benefiting at least from the
second-highest level of credit quality established by a credit rating agency recognized by the French Resolution and
Prudential Control Authority (Autorité de contrôle prudentiel et de résolution).
According to Article L.513-7 of the French Code monétaire et financier, sociétés de crédit foncier may hold as part of the
Cover Pool exposures to credit institutions, including securities, instruments and deposits which are sufficiently safe and
liquid. Article R.513-6 of the French Code monétaire et financier provides that these exposures to credit institutions shall
be exposures, securities or deposits (dépôts) due from credit institutions, investment firms or portfolio management
companies benefiting from the highest or the second highest level of credit quality established by an external rating agency
recognized by the French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de résolution)
or guaranteed by such credit institutions or investment firms.
If any debt has a maturity of less than one hundred (100) days and is due by an above-mentioned entity which is
established in a Member State of the European Union or the European Economic Area, the rating can be the third highest
level of credit quality for purposes of consideration as exposures to credit institutions. In addition:
− the amount of exposures on credit institutions benefiting from the highest level of credit quality is limited to 15%
of the total outstanding nominal amount of the institution issuing the obligations foncières and other sources of
financing benefiting from the Privilège;
− the amount of exposures on credit institutions benefiting from the second highest level of credit quality is limited
to 10% of the total outstanding nominal amount of the institution issuing the obligations foncières and other
sources of financing benefiting from the Privilège; and
− the amount of exposures on credit institutions benefiting from the third highest level of credit quality that are short-
term deposits (dépôts à court terme) or derivative instruments (instruments dérivés) is limited to 8% of the total
outstanding nominal amount of the institution issuing the obligations foncières and other sources of financing
benefiting from the Privilège.
Pursuant to Articles L.513-8 and R.513-7 of the French Code monétaire et financier, sociétés de crédit foncier must
ensure, at all times, the coverage of their treasury needs over a period covering the next one hundred and eighty (180) days,
while taking into account forecast flows of the principal and interest on its assets and the amounts related to derivatives
as mentioned in Article L.513-10 of the French Code monétaire et financier. Moreover, pursuant to Articles L.513-12 and
R.513-8 of the French Code monétaire et financier, sociétés de crédit foncier must, at all times, maintain a ratio of at least
one hundred and five per cent (105%) between its eligible assets (including claims for payment of sums due under forward
financial instruments (i.e. derivative transactions) used for hedging entered into by the Issuer benefiting from the Privilège
under the conditions set forth in Article L.513-10 of the French Code monétaire et financier as well as any collateral
received in relation to such forward financial instruments) and the total amount of its liabilities benefiting from the

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Privilège, as calculated pursuant to Articles 6 to 11 of the CRBF Regulation, and pursuant to Article 12 of the CRBF
Regulation, the average life of the eligible assets held by the société de crédit foncier, up to the minimum required to
comply with the cover ratio referred to in Article R.513-8 of the French Code monétaire et financier, shall not exceed by
more than eighteen (18) months the average life of its liabilities benefiting from the Privilège. Article L.513-26 of the
French Code monétaire et financier provides that a société de crédit foncier may, by way of exception to the provisions
of Articles 1349 of the French Code civil and L.228-44 and L.228-74 of the French Code de commerce, subscribe to its
own obligations foncières for the sole purpose of pledging them as collateral for the credit operations of the Banque de
France in accordance with the procedures and conditions laid out by it for its monetary and intraday credit policy, in
instances where the société de crédit foncier is unable to cover its cash-flow needs by other means available to it. The
obligations foncières thus subscribed must satisfy the following conditions:
− they may represent a maximum of 10% of the total outstanding debt benefiting from the Privilège at the acquisition
date;
− they are deprived of their voting rights in general meetings of bondholders, for so long as they are held by the
société de crédit foncier;
− they must be posted as collateral to the Banque de France; in the absence of this allocation, they must be cancelled
within eight (8) days; and
− they cannot be subscribed by third parties.
The contrôleur spécifique must certify that the above-mentioned conditions are fulfilled and submit a report on this matter
to the French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de résolution).
In addition:
− according to Article L.513-18 of the French Code monétaire et financier, the provisions on bankruptcy which
permit certain transactions entered into in the months preceding the bankruptcy to be declared void, do not apply
to sociétés de crédit foncier;
− according to Article L.513-20 of the French Code monétaire et financier, the bankruptcy proceedings (procédure
de sauvegarde, de redressement, de liquidation judiciaires or procédure de sauvegarde accélérée) of a shareholder
of a société de crédit foncier cannot be extended to the société de crédit foncier itself;
− according to Article L.513-21 of the French Code monétaire et financier, in case of the opening of any safeguard
proceedings (procédure de sauvegarde), judicial reorganisation (redressement judiciaire) or judicial liquidation
(liquidation judiciaire) against the credit institution which is acting as manager and/or servicer of the assets and
liabilities of the société de crédit foncier, the recovery, management and/or servicing contract(s) pursuant to which
the société de crédit foncier has delegated to such credit institution the management and/or recovery of its assets
may be immediately terminated by the société de crédit foncier notwithstanding any legal provisions to the
contrary;
− according to Article L.513-2 of the French Code monétaire et financier, a société de crédit foncier is not legally
allowed to have a subsidiary or hold an equity interest in another company; and
− according to Article L.513-24 of the French Code monétaire et financier, in case of bankruptcy proceedings
(procédure de sauvegarde, de redressement, de liquidation judiciaires or procédure de sauvegarde accélérée) of a
société de crédit foncier, the contrôleur spécifique will be responsible for filing claims on behalf of creditors
benefiting from the Privilège.
Sociétés de crédit foncier submit their coverage ratio to the French Resolution and Prudential Control Authority (Autorité
de contrôle prudentiel et de résolution) on 31 March, 30 June, 30 September and 31 December of each year. Pursuant to
Article 13 of the CRBF Regulation, sociétés de crédit foncier must send to the French Prudential Control Authority
(Autorité de contrôle prudentiel et de résolution) information relating to the quality of their assets. In particular, the
characteristics and geographical distribution of loans or exposures and guarantees, the method of valorisation, the total of
any unpaid amounts, the distribution of debts by amount and by category of debtors, a list of international identification
numbers of the securities for all the issuances of obligations foncières, the proportion of early repayments, the market
risk, the maturity structure of the financed assets and obligations foncières respectively, the consequences of a bankruptcy
or resolution (insolvabilité ou résolution) of the credit institution issuing the obligations foncières on a maturity extension
(prorogation d'une échéance), the role of the French Resolution and Prudential Control Authority (Autorité de contrôle
prudentiel et de résolution) and, as the case may be, of the special administrator (administrateur spécial) relating to a
maturity extension (prorogation d'une échéance) and the cover levels requested and available, as well as the legal,
contractual and voluntary over-collateralisation levels are required to be included as part of a published report.
Please note that, as a specialised credit institution (établissement de crédit spécialisé), the Issuer is subject to the Bank
Recovery and Resolution Directive (see section entitled "Risk factors" above).
Labelling
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With respect to obligations foncières issued as from 8 July 2022, pursuant to Article L. 513-26-1 of the French Code
monétaire et financier, a société de crédit foncier may use:
(i) the label "European Covered Bond" for the issuance of obligations foncières or other resources benefiting from
the Privilège, provided that it complies with Articles L.513-2 to L.513-26 and R.513-1 to R.513-18 of the French
Code monétaire et financier; and
(ii) the label "European Covered Bond (Premium)" for the issuance of obligations foncières or other resources
benefiting from the Privilège, provided that it complies with Articles L.513-2 to L.513-26 and R.513-1 to R.513-
18 of the French Code monétaire et financier and the provisions of Article 129 of the Capital Requirements
Regulation.
A société de crédit foncier may apply to one of the above-mentioned labels and then, provided it is eligible, decide whether
or not to comply with.
The French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de résolution) is responsible
for the granting and supervision of both "European Covered Bond" and "European Covered Bond (Premium)" labels. In
particular, the French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et de résolution)
publishes the lists of obligations foncières that are entitled to use the labels "European Covered Bond" and "European
Covered Bond (Premium)".
With regard to the "European Covered Bond (Premium)" label, in accordance with Article L. 513-23 of the French Code
monétaire et financier, the Specific Controller verifies that the provisions of Article 129 of the Capital Requirements
Regulation are complied with.
Caisse Française de Financement Local received authorisation by the French Resolution and Prudential Control Authority
(Autorité de contrôle prudentiel et de résolution) to use the "European Covered Bond (Premium)" label for its issues of
Obligations Foncières.




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BUSINESS OVERVIEW
Caisse Française de Financement Local's exclusive purpose is (as per Article 2 of the by-laws):
− to grant or acquire exposures on public sector entities as defined in Article L.513-4 and in Article L.513-6
paragraph 2 of the French Code monétaire et financier;
− to hold securities, exposures or deposits under the conditions set by decree;
− in order to finance the above-mentioned exposures, to issue obligations foncières, benefiting from the privilège
defined in Article L.513-11 of the French Code monétaire et financier and to raise other resources, benefing from
the same privilège.
Caisse Française de Financement Local may also fund the above-mentioned activities by issuing bonds or other sources
or financing that do not benefit from the privilège defined in Article L.513-11 of the French Code monétaire et financier.
Pursuant to Article L. 513-2 and Articles L.313-23 to L.313-35 of the French Code monétaire et financier, Caisse
Française de Financement Local may remit, assign or pledge any receivables it owns, be such receivables professional or
not.
The following paragraph summarises the Caisse Française de Financement Local's main general framework of activities:
General market considerations
Regarding the local public sector market: French local government debt reached a total amount of EUR 213.1 billion at
the end of 202410.
Regarding the export credit market: the global export credit market covered by ECAs experienced a half in its growth in
2024, with a decline in both volume and number of transactions (-27% and -14%, respectively, compared to 2023). This
correction is however to be put in perspective: the long-term trend in export credit remains firmly upward, with 2024
projected to remain significantly higher than in 2021 or 2022.
Caisse Française de Financement Local as issuer of obligations foncières operates within the covered bond market. This
market segment has shown dynamic activity over the past years and benefits from a favorable regulatory environment for
covered bonds.
Assets
The assets held by Caisse Française de Financement Local are solely comprised of commitments on public sector entities
that are eligible by the terms of Article L.513-4 of the French Code monétaire et financier. These commitments are
comprised of loans and bond issues representing a commitment on, or totally guaranteed by, these public bodies.
Other assets, which current legislation calls exposures to credit institutions, may be acquired if they correspond to
exposures on credit institutions benefiting from at least a Step 1 11 rating (level triple A or double A) or from a Step 212
rating (level simple A) or, when their maturity does not exceed one hundred (100) days, from a Step 313 rating (level
BBB), their total amount is limited to 15% of the total of outstanding obligations foncières and other debt benefiting from
the legal privilège (registered covered bonds in the case of Caisse Française de Financement Local). This asset category
is used for cash investments by the Caisse Française de Financement Local.
Some assets on Caisse Française de Financement Local's balance sheet were generated by the Dexia Group's commercial
activities. The new assets of Caisse Française de Financement Local primarily involve the following:
French public sector lending:
• since 2013, the activity of granting loans to French local governments and public hospitals through La Banque
Postale;
• since the end of 2022, the activity of granting loans to French local governments and public hospitals through
Caisse des Dépôts et Consignations (via Banque des Territoires);
• since the end of 2024, the activity of granting loans to other French public entities (i.e. public organisations and
public entities sui generis) or loans guaranteed by them;



10
Source: ECB Data Portal.
11
highest level of credit quality (or Step 1): AAA to AA (low) low for DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the relevant rating
activity or Aaa to Aa3 for Moody's France SAS.
12
second-highest level of credit quality (or Step 2): A (high) to A (low) for DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the relevant
rating activity or A1 to A3 for Moody's France SAS.
13
third-highest level of credit quality (or Step 3): BBB (high) to BBB (low) for DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the relevant
rating activity or Baa1 to Baa3 for Moody's France SAS.

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Refinancing of export credit:
• since 2015, the activity of granting loans to refinance large export credits guaranteed by the French State;
• Since the end of 2024, the activity of granting loans to refinance large export credit presenting a French interest
and benefiting from an insurance from other European export credit agencies or multilateral lenders.
Liabilities
The contracts of Caisse Française de Financement Local that benefit from the legal privilège are the obligations foncières
and registered covered bonds that it issues, the hedging derivative contracts and the servicing agreement signed with Sfil.
In addition to its equity, Caisse Française de Financement Local uses two categories of debt to finance its assets:
• debt that benefits from the legal privilège, defined by law as obligations foncières or other resources benefiting
from the legal privilège by reason of their contract. Caisse Française de Financement Local thus issues registered
covered bonds benefiting from the legal privilège by reason of their contract in the same way as obligations
foncières; intended for German institutional investors, these private placements governed by German law also
benefit from the French legal privilège attached to issues of sociétés de crédit foncier;
• debt that does not benefit from the legal privilège includes debt that is not covered by the assets and which, for
this reason, is subordinated vis-à-vis debt benefiting from the privilège. With equity, it finances over-
collateralisation. It may be of two types:
− debt negotiated according to the terms of a financing agreement signed with the parent company;
− refinancing in its own name from the Banque de France. Caisse Française de Financement Local received
the authorization and implemented the organizational and IT procedures required to participate in the
refinancing operations of the Banque de France, and tests them regularly. The financing obtained does not
benefit from the privilège specified by the legislation on sociétés de crédit foncier, but is guaranteed by
assets (loans or bonds) assigned to the central bank. These pledged assets are temporarily excluded from
the cover pool and the calculation of the over-collateralisation ratio.
In addition, on 5 November 2020, Sfil, the parent company of Caisse Française de Financement Local, signed an updated
declaration of support of Caisse Française de Financement Local, ensuring that "Sfil, its reference shareholder CDC and
the French State, will ensure, subject to EU State Aid rules, that Caisse Française de Financement Local always be able
to pursue its activity in an ongoing manner and that its economic base is protected and its financial strength preserved,
in compliance with the requirements of banking regulations". This declaration of support is reproduced in this Base
Prospectus on page 118.
Over-collateralisation ratio
The over-collateralisation ratio, which is calculated on the basis of regulatory standards governing sociétés de crédit
foncier, notably the Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on
the issue of covered bonds and covered bond public supervision (as amended), is the ratio between the assets of the cover
pool (except for assets in default) and the debt benefiting from the legal privilège (including a virtual liability,
corresponding to the maintenance and management costs that would be incurred to terminate the issue program). The
legal minimum threshold is set at 105% and corresponds to the minimum level that Caisse Française de Financement
Local had committed to maintain since its creation.
In practice, the over-collateralisation ratio is regularly higher than 105%. To maintain a sufficient credit rating, a level of
over-collateralisation of more than 5% may be required by the rating agencies. This requirement depends on the
methodology used by each rating agency and on the new assets and liabilities recorded on the balance sheet of Caisse
Française de Financement Local. It is also variable over time. Caisse Française de Financement Local takes these specific
requirements into account in the management of its activity in order to make sure they are constantly met.




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Any assets that Caisse Française de Financement Local may have assigned in guarantee to borrow funds from the Banque
de France or any other banking institution would be excluded from the calculation of over-collateralisation.
Over-collateralisation may also be illustrated by the gap between the amortization curves of the cover pool and liabilities
benefiting from the legal privilège. The following graph presents the curves as of 31 December 2024:




Hedging interest rate risk
1. Definition
As Caisse Française de Financement Local has no trading activity, interest rate risk is limited to so-called "banking book"
activities (IRRBB - Interest Rate risk of the Banking Book). According to the Basel Committee, it refers to the current or
future risk to which the bank's equity and profits are exposed due to unfavourable movements in interest rates that affect
the positions of the banking book.
Among the various interest rate risks, the Sfil Group is exposed to three types of risk, namely fixed interest rate risk,
floating rate risk (basis and fixing) and option risk related to the existence of floors on commercial loans:
2. Hedging strategy
The Sfil Group has defined an interest rate risk appetite, which is broken down into a system of limits governing the
sensitivity of the net present value (NPV) and the sensitivity of the net interest margin (NIM).
• In order to manage these sensitivities within the limits set, Caffil has implemented the following hedging strategy:
micro-hedging of interest rate risk on balance sheet items denominated in a currency other than the euro or indexed

115
to a complex interest rate structure. Certain euro-denominated vanilla transactions may also be micro-hedged if
their notional value or duration could lead to a sensitivity limit of the NPV or NIM being exceeded. Micro-hedging
is carried out exclusively by swaps;
• macro-hedging of interest rate risk for all transactions that are not micro-hedged. The transactions concerned are
mainly (i) loans to the local public sector and (ii) issues of obligations foncières denominated in euros. This
macro-hedging is obtained as far as possible by matching assets and liabilities with the same risk profile or by
setting up new swaps.
This fixed-rate risk management is supplemented by monitoring of the fixings of transactions at adjustable rates in order
to ensure that they do not lead to the short-term sensitivity limit being exceeded. Where appropriate, swaps against €STR
may be entered into to hedge the fixing risk.
These hedges can be entered into either directly on the market, or through Sfil, which in turn hedges its resulting position
in the market.
Non-privileged debt is not hedged. Indeed, the debts contracted by Caffil with its shareholder to finance the
over-collateralization are borrowed either directly with a €STR index and do not need to be swapped, or with a EURIBOR
index and then finance assets also indexed to EURIBOR. Where applicable, short-term and fixed-rate debts to the Banque
de France are not hedged, but also finance fixed-rate assets. These different kinds of interest rate risks are analyzed and
managed through:
• monitoring of fixed‑rate, index and fixing gaps, calculated using a static approach:




Assets portfolios for which the strategy is to be entirely hedged are not sensitive to interest rates changes and thus are not
integrated in the calculation of the global sensitivity of Caffil's balance sheet.
• the monthly production of net present value sensitivity indicators: the measurement of this risk is equal to the
maximum loss in net present value observed compared to eight different interest rate scenarios. These eight
scenarios correspond to the six scenarios used for calculating the regulatory "outlier" ratio, to which are added two
additional internal scenarios based on historical variations in rates. Unlike regulatory ratios, equity is taken into
account in the calculation of these indicators.
The maximum loss observed at the end of the year among the eight scenarios used is presented below:




Outlook for 2025:
In 2025, Caffil will continue to implement the strategic plan of its parent company, Sfil, with the following main priorities:
• execute the financing program under the best possible financial conditions in a disrupted context;
• maintain leadership in its two activities, while maintaining a very low risk profile;
• continue to support its clients in their efforts to promote the transition.
More specifically, the uncertainties of the geopolitical and macroeconomic context are liable to deteriorate the refinancing
conditions of Caffil, which provides for an issuance program on the primary market for 2025 between EUR 5.5 and 6.5
billion.
Volumes of loans to the local public sector acquired in 2025 are expected to benefit from:
• the significant increase in loans originated by La Banque Postale in the last quarter of 2024;
• the continuation of local investments in the last year preceding the elections of municipalities and their groupings;
• the increase in green and social loans in connection with investments by local authorities in support of public
policies for the ecological transition and social cohesion;
• ongoing financial support for hospitals in making the investments stimulated by Ségur de la Santé.
116
The outlook for export credit also remains very positive. Active deals at the end of 2024 remained stable compared to the
previous year with 175 deals for a total amount of EUR 64.8 billion (compared to 176 deals for an amount of EUR 62.4
billion at the end of 2023) materializing the positive dynamics of the underlying markets, in particular those relating to
sovereignty.
In a financial market environment where the Sovereign rating has recently been downgraded, Caffil's ability to intervene,
in conjunction with its parent company Sfil, is not affected in terms of the volumes of financing that may be made
available.
Finally, on 18 December 2024, the European Commission authorized the extension of the scope of activity of the Sfil
Group. This expansion is part of the mandates historically entrusted by the French government. Thus, the Sfil Group
should be in a position, by the end of 2025, to expand its scope of activity to export credits guaranteed by other European
export credit agencies or multilateral lendersdon. The Sfil Group will thus be able to intervene in transactions of French
interest but benefiting from a guarantee other than that of Bpifrance Assurance Export. In addition, the financing of the
French local public sector, previously limited to local authorities and public hospitals, may be extended to other French
public entities, namely public institutions and French public entities sui generis or exposures guaranteed by the latter. The
first transactions could be finalized during the year.




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ORGANISATIONAL STRUCTURE
Shareholding structure of the Issuer
Caisse Française de Financement Local is currently wholly-owned by Sfil.
Since 30 September 2020, Sfil's shareholder, Caisse des Dépôts, holds 99.99% of its shares. The French Republic retained
one ordinary share. Sfil's shareholders thus remain firmly anchored in the public sphere, reflecting the missions the French
Republic assigned it.
Its shareholders will ensure that Sfil's financial solidity is preserved and its economic base protected, and will continue to
provide it with the necessary support, in accordance with the applicable regulations. CDC, Sfil's reference shareholder,
confirmed its commitment in a letter of support, completed by a letter of support from the State, in the context of Sfil's
continuing status as a State-owned development bank.
This commitment, made with the French Resolution and Prudential Control Authority (Autorité de contrôle prudentiel et
de résolution), underlines its involvement to ensure oversight and to influence strategic decisions, as well as its
determination to ensure Caisse Française de Financement Local's and Sfil's ongoing financial transactions and to comply
with regulatory requirements, if so required.
Sfil is also the institution managing Caisse Française de Financement Local, in accordance with Article L.513-15 of the
French Code monétaire et financier.
Shareholding structure




Servicing and financing provided by Sfil
The role of Sfil primarily involves the following:
• the complete operational management of the Issuer as defined by the regulations applicable to sociétés de crédit
foncier, in particular Article L.513-15 of the French Code monétaire et financier;
• provision of Caisse Française de Financement Local with the non-privileged funding and derivatives it needs to
carry out its activities. Sfil obtains these resources from the markets by issuing long-dated (bonds) debt and, to a
lesser degree, short-dated (certificates of deposit) debt. Sfil can also finance these needs under loan agreements
signed with its shareholder, CDC, and its partner, La Banque Postale. This shareholder refinancing is available
particularly in the case of liquidity requirements generated under a situation of stress.
In addition, on 5 November 2020, Sfil signed an updated declaration of support of Caisse Française de Financement
Local, which is reproduced as follows:
"Since 31 January 2013, Sfil is the reference shareholder of Caisse Française de Financement Local, a société de crédit
foncier, governed by Articles L.513-2 et seq. of the Monetary and Financial Code and holds 99.99% of its capital.
Sfil will continue to stand as reference shareholder and hold more than 99% of the capital of Caisse Française de
Financement Local on a long-term basis.
Sfil, its reference shareholder CDC and the French State, will ensure, subject to EU State Aid rules, that Caisse Française
de Financement Local always be able to pursue its activity in an ongoing manner and that its economic base is protected
and its financial strength preserved, in compliance with the requirements of banking regulations."
Original text in French:
"Depuis le 31 janvier 2013, Sfil est l'actionnaire de référence de la Caisse Française de Financement Local, société de
crédit foncier soumise aux dispositions des articles L.513-2 et suivants du Code monétaire et financier et détient 99,99%
de son capital.
Sfil continuera de jouer le rôle d'actionnaire de référence de la Caisse Française de Financement Local et détiendra
durablement plus de 99% du capital.
Sfil, son actionnaire de référence la CDC et l'Etat français feront en sorte, sous réserve des règles de l'Union Européenne
relatives aux aides d'Etat, de protéger la base économique de la Caisse Française de Financement Local et de préserver


118
sa viabilité financière tout au long de son existence conformément aux obligations imposées par la règlementation
bancaire en vigueur.
Philippe MILLS
Directeur Général
Sfil"
Sfil also supplies services for the business of lending to French public sector entities engaged by La Banque Postale.
These services concern activities involving commercial support, financial oversight, the supply of data for risk analysis
and back office operations.
Local public sector lending
The Sfil Group, fully integrated into the Caisse des Dépôts Group, is at the heart of a system whose objective is to provide
French public sector entities with sustainable and efficient access to long-term bank financing. In this context, Caffil
finances investments of French public sector entities through two partnerships with La Banque Postale and Caisse des
Dépôts signed in 2013 and 2022 respectively and subject to assignment agreements. These schemes share the following
characteristics:
• the partners originate loans to French public sector entities and then sell them to Caffil;the loan offer is intended
for public sector entities throughout France, from the smallest municipalities to the largest inter-municipal,
departmental or regional structures;
• these amortizing loans, for a minimum amount of EUR 40,000, are exclusively denominated in euros and bear a
fixed interest rate or a single-indexed (EURIBOR + margin) or double-phased (fixed rate then variable rate)
interest rate;
• Caffil acquires loans by using a transfer form (bordereau de cession) that is provided by law and specific to sociétés
de crédit foncier; and
• Caffil finances acquired loans by issuing obligations foncières (covered bonds). When these are thematic loans
(i.e. green or social loans to local authorities or to public hospitals), they are financed by green, social or sustainable
bonds.
These partnerships enable Caffil to maintain control of its credit risk:
• before origination, the two entities involved carry out an initial analysis of the counterparty. The loans that do not
meet the credit and eligibility criteria set by Caffil cannot be transferred to its balance sheet. These eligibility
criteria are strictly governed by internal management policies; and
• in the case of the partnership with La Banque Postale, before each acquisition of loans by Caffil, a new analysis
of loans is carried out. Caffil may then refuse any loan that no longer meets its criteria, before the transfer.




More specifically, loans originated by La Banque Postale:
• have maturities between 10 and 30 years;
• since mid-2019, also consist of green loans whose purpose is to finance investments by local authorities that
contribute to the environmental transition and sustainability in the fields of renewable energies, sustainable water




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management and sanitation, waste management and recovery, soft mobility and clean transport, and energy
efficiency in construction and urban planning; and
• since the end of 2022, La Banque Postale has offered a range of social loans intended to finance the social
investments of local authorities in the fields of health, education, sport, culture, development and regional cohesion
For their part, the loans originated by Banque des Territoires:
• cover long periods of between 25 and 40 years;
• are for the large majority intended for the financing of local authorities sustainable investments, on green themes
identical to those developed with La Banque Postale or the financing of public hospitals. Since June 2024, the
offer also covers three social themes (sport, culture and community life, health, social and family action as well as
education and professional training).
Refinancing of large export credits
Since 2015, the French State has entrusted Sfil and Caffil with a second mission: refinancing of large export contracts. Its
objective is to improve the competitiveness of financing associated with French exports, according to a public refinancing
scheme, and this by leveraging on the excellent financing capacities of the Sfil Group on the international financial
markets.
Since the end of 2024, this refinancing scheme is open to all partner banks of French exporters for their loans presenting
a French interest and benefiting from an insurance from a European export-credit agencies or multilateral lenders:




Specifically for loans benefiting from an insurance from Bpifrance Assurance Export:
Sfil organizes its relations through bilateral agreements with almost all the banks that are active in the French export credit
market. Sfil may acquire a portion of the interest of each of these banks in an export credit (maximum 95% of this interest
depending on the size of the transactions and the number of lenders involved in the transaction). Each of these acquisitions
is refinanced by Caffil through the granting of refinancing loans to Sfil.
➢ The scheme operates as follows:
• Sfil contributes to the financial proposal prepared by one or more banks of the banking syndicate granting
buyer credit covered by export credit insurance granted by the French Republic (the "French State");
• after signing the export credit agreement, the partner banks sell to Sfil a share of the loan, the rights attached
to it as well as those attached to the portion of the loan that they retain. They retain the portion of the loan
that does not benefit from credit insurance (at least 5%);
• the refinancing loans granted to Sfil before September 2024 benefit from an unconditional guarantee on first
demand issued by the French Republic, known as an enhanced guarantee14. Caffil no longer uses this
mechanism for transactions concluded since September 2024 but still benefits from the export credit
insurance issued by Bpifrance Assurance Export. This change reflects a simplification process for the Sfil




14
The enhanced guarantee was introduced by law 2012-1510 of 29 December 2012 and Decree No. 2013-693 of 30 July 2013. It was then amended by Decree No. 2018-1162
of 17 December 2018 relating to the granting of the French State's guarantee for transactions that are likely to contribute to the development of France's foreign trade or
are of strategic interest for its overseas economy

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Group. It does not call into question the principle of direct exposures to public entities or guaranteed by them
in line with the regulations applicable to sociétés de crédit foncier;
• Caffil finances these loans by issuing obligations foncières (covered bonds). When these export credit
contracts are eligible, they are refinanced by green, social or sustainable bonds.
➢ Public export guarantees:
These guarantees are managed by Bpifrance Assurance Export,, in the name, on behalf of, and under the control of the
French Republic, pursuant to Article L.432-2 of the French Code des assurances. They are, therefore, granted directly by
the French Republic to encourage, support and secure French exports financed in the medium and long term as well as
French investments abroad:
• the Minister of the Economy and Finance takes the decision to grant the guarantee after examination by Bpifrance
Assurance Export and the opinion from the Commission for Guarantees and Foreign Trade Credit. Bpifrance
Assurance Export manages French Republic guarantees in strict compliance with the international rules of the
WTO, the European Union and the OECD;
• Bpifrance Assurance Export issues insurance policies, pure and unconditional guarantees as well as enhanced
guarantees, in accordance with the decision made. In this context, it is also tasked with collecting insurance and
guarantee premiums, risk management, payments, and recoveries on behalf of the French Republic; and
• the French Republic bears the risks associated with these guarantees. All financial flows (premiums, payments,
repayments) are recorded in separate accounting entries by Bpifrance Assurance Export. Premiums and recoveries
are received directly on the account of the French State, and payments are made directly from the same account,
without passing through the accounts of Bpifrance Assurance Export.




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ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
Caisse Française de Financement Local is administered by an Executive Board (Directoire) consisting of five (5)
members, and a Supervisory Board (Conseil de Surveillance) consisting of six (6) members including the Chairman of
the Board and the Vice Chairman of the Board. Statutory auditors as well as the contrôleur spécifique may also attend
board meetings (depending on the nature of the items on the agenda).
Members of the Executive Board and Supervisory Board
As of the date of this Base Prospectus, the Executive Board and Supervisory Board of Caisse Française de Financement
Local were composed as follows:
Representative Function at the Issuer Date of Term
Appointment
Herdile Guerin Chairwoman of the Executive 1 November 2023 2029
Board
Olivier Eudes CEO, member of the Executive 1 November 2023 2029
Board
Emilie Boissier Member of the Executive Board 8 September 2022 2029
Celine Gouy Member of the Executive Board 1 November 2023 2029
François-Xavier Member of the Executive Board 31 January 2025 2029
Turnau
Philippe Mills Chairman of the Supervisory 31 January 2013 2029
Board
François Laugier Vice Chairman of the Supervisory 31 January 2013 2029
Board
Nathalie Argourd Member of the Supervisory 30 May 2017 2029
Board
Anne Crépin Member of the Supervisory 30 May 2017 2029
Board
Florent Lecinq Member of the Supervisory 25 February 2013 2029
Board
Cecile Degove Member of the Supervisory 15 February 2024 2028
Board

Members of the Executive Board and their membership in other boards
• Herdile Guérin, member of the Board, Association française des sociétés financières
• Olivier Eudes, Manager, SCI Phoenix
• Emilie Boissier
• François-Xavier Turnau
• Céline Gouy
Members of the Supervisory Board and their membership in other boards
• Philippe Mills
Director and Chairman of the Executive Committee, Sfil
European Association of Public Banks (EAPB), director
Fondation du Collège de France, permanent representative of Sfil, member of the Board of Directors
• François Laugier
Deputy Chief Executive Officer and Member of the Executive Committee, Sfil
• Nathalie Argourd
• Anne Crépin
Sfil, member of the Executive Committee


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Member of the National Committee of Foreign Trade Advisors of France - Vice-Chairwoman of the Business
Support Commission
• Florent Lecinq
Member of the Executive Committee, Sfil
• Cécile Degove (since February 15, 2024)
Caisse des Dépôts et Consignations, Head of strategic, financial and non-financial planning of Caisse des Dépôts
Group (until 31 January 2024)
Sfil, member of the Executive Committee (since 1 February 2024)
Logivolt Territoires, member of the Strategic Committee
Set forth above are the names, the titles and significant directorships (if any) of the current members of the Executive
Board and Supervisory Board of Caisse Française de Financement Local. Their business addresses are c/o Caisse
Française de Financement Local, 112-114 avenue Emile Zola, 75015 Paris, France.
The individuals listed above have no potential conflicts of interest between their duties to Caisse Française de
Financement Local and their private interests and/or other duties.




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MAJOR SHAREHOLDERS
Amount of the capital
As of the date of this Base Prospectus, share capital stands at EUR 1,350,000,000 represented by 13,500,000 nominative
shares.
There are no other securities that grant rights to shares in the capital of Caisse Française de Financement Local.
Capital in the last five (5) years




The share capital of Caisse Française de Financement Local is 99.99% owned by Sfil and 0.01% by a single individual,
member of the Supervisory Board (prêt de consommation d'actions granted by Sfil). The amount of capital has not
changed over the last five (5) years.




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MATERIAL CONTRACTS
Management Agreement
The Issuer does not have any employees.
In accordance with Article L.513-15 of the French Code monétaire et financier, the Issuer is not permitted to ensure by
itself the management or recovery of the loans, exposures, related receivables (créances assimilées), securities and
deposits (titres et dépôts), bonds or other resources referred to in Article L.513-2 of the French Code monétaire et
financier. It has therefore contractually entrusted its parent company Sfil with its operational management under a
management agreement, "Convention de gestion", dated 31 January 2013 between Sfil and Caisse Française de
Financement Local as amended and/or replaced from time to time and as further described below. Caisse Française de
Financement Local does, however, have its own Executive Board and Supervisory Board. See "Administrative,
Management and Supervisory Bodies".
Specific loan service agreement has also been signed with other entities that transfered assets to Caisse Française de
Financement Local and continue to handle the servicing of these assets for their national clients, including in each case
the management, negotiation and repayment of the relevant loans. The obligations of Caisse Française de Financement
Local under these loan service agreements rank pari passu with obligations foncières benefiting from the privilège.
As of the date of this Base Prospectus, the following loan service agreements were in force:
• A management agreement, "Convention de gestion", dated 31 January 2013 between Sfil and Caisse Française de
Financement Local as amended and/or replaced from time to time, pursuant to which Sfil agreed to manage on
behalf of Caisse Française de Financement Local loans granted to public sector entities or to entities guaranteed
by these public sector entities and transferred to Caisse Française de Financement Local as well as the refinancing
loans of export credits. Sfil, in accordance with the terms of this agreement (which also covers loan origination,
servicing and recovery, administrative and accounting management, internal control and compliance, information
technology services, human resources, compensation for services and current account services), monitors and
controls risks relating to credit, counterparties, market, operations, exchange rates, interest rates, liquidity, and
settlement at the level of Caisse Française de Financement Local.
• A loan service agreement, "Contrat de gestion de prêts et de titres obligataires non cotés", dated
27 September 2002 between Dexia Crédit Local (following the intake of Dexia Crediop) and Caisse Française de
Financement Local, pursuant to which Dexia Crédit Local (following the intake of Dexia Crediop) agreed to
manage non-listed Italian bonds and loans granted to Italian public entities or to entities guaranteed by these public
entities on behalf of Caisse Française de Financement Local. Dexia Crediop agreed to manage the relationships
with the borrowers, to negotiate and manage the legal documentation, to recover the receivables (for loans only)
and to negotiate any grace period, waivers or acceleration of the loans.
• A loan service agreement, "Contrat de gestion de prêts et de titres obligataires non cotés", dated
27 September 2002 between Dexia Crédit Local (ex-Dexia Crediop) and Caisse Française de Financement Local,
pursuant to which Dexia Crediop agreed to manage non-listed Italian bonds and loans granted to Italian public
entities or to entities guaranteed by these public entities on behalf of Caisse Française de Financement Local.
Registered covered bonds management agreement
• A management agreement for registered covered bonds (RCB) dated 3 February 2015 between Landesbank Baden-
Württemberg (LBBW) and Caisse Française de Financement Local, pursuant to which LBBW is entrusted to
manage registered covered bonds.
Liquidity and Financing Arrangements
Caisse Française de Financement Local's obligations under the following contracts, entered into between Caisse Française
de Financement Local and Sfil, do not have the benefit of the privilège, and are therefore subordinate to liabilities having
the benefit of the privilège:
• A current account agreement, "Convention de compte courant", dated 31 January 2013 has been concluded
between Caisse Française de Financement Local and Sfil as amended from time to time, which combines multiple
current accounts into a single current account and allows Caisse Française de Financement Local and Sfil the
ability to share a single current account. Caisse Française de Financement Local is able to use the funds available
in the current account to a maximum amount of EUR 50 million, measured at the end of each day.
• An intragroup revolving credit facility, "Crédit Long Terme", dated 31 January 2013 has been concluded between
Caisse Française de Financement Local, as borrower, and Sfil, as lender, as amended from time to time, pursuant
to which Sfil agreed to grant to Caisse Française de Financement Local loans to provide long term financing to
cover long term liquidity needs, including the financing of the over-collateral.


125
Hedging Arrangements
• An FBF master agreement between Sfil and Caisse Française de Financement Local dated 31 January 2013, as
amended from time to time and as supplemented by an AFB collateral annex, dated 31 January 2013, as amended
from time to time were concluded. The OTC transactions under this master agreement include interest rate swaps
and foreign exchange swaps. The OTC transactions under this master agreement are included in the Cover Pool
and benefit from the Privilège.
• An ISDA master agreement, as supplemented by an ISDA 2016 credit support annex for variation margin (VM),
between Sfil and Caisse Française de Financement Local dated 29 April 2022, as amended from time to time, was
concluded. The OTC transactions under this master agreement include some interest rate swaps and foreign
exchange swaps that are not included in the Cover Pool and that do not benefit from the Privilège.
• ISDA and FBF master agreements were signed between Caisse Française de Financement Local and over thirty
(30) banks. The OTC transactions under these master agreements are included in the Cover Pool and benefit from
the Privilège.
Loan Transfer Arrangements
• A loan transfer agreement, "Convention de cession", dated 31 January 2013 between La Banque Postale, as
transferor, and Caisse Française de Financement Local, as transferee, as amended from time to time, pursuant to
which La Banque Postale agreed to transfer to Caisse Française de Financement Local loans granted to French
public sector entities or to entities they guarantee.
• A loan transfer agreement, "Convention de cession", dated 15 November 2022 between the CDC, as transferor,
and Caisse Française de Financement Local, as transferee, as amended from time to time, pursuant to which the
CDC agreed to transfer to Caisse Française de Financement Local loans granted to French public sector entities or
to entities they guarantee.
Agreement between Sfil and Caisse Française de Financement Local providing for the payment by Caisse
Française de Financement Local of EUR 10 million per annum for 15 years to a government fund for local
governments
• An agreement signed on 14 November 2013, under which Caisse Française de Financement Local, whose balance
sheet includes sensitive local government loans, pays €10 million per annum for 15 years to the local government
support fund, on behalf of the Sfil group.
Tax consolidation arrangement with Sfil
• An agreement between Sfil and Caisse Française de Financement Local, dated 13 January 2014, which allows Sfil
to be solely liable for income tax for Sfil and Caisse Française de Financement Local from fiscal year 2014 and
which governs payment of the tax within the tax group and compensation for leaving the tax group linked to the loss
of the right to carry deficits.
Refinancing master agreements with Sfil (Convention-cadre de refinancement Sfil-Caffil / Crédit Export)
• The Issuer and Sfil have entered into a refinancing master agreement on 29 June 2016, as amended from time to
time. The purpose of this master agreement is to govern any export loan refinancing between Sfil and Caisse
Française de Financement Local benefiting from the export credit insurance issued by Bpifrance Assurance Export
in the name of the French Republic and from the enhanced guarantee issued by the French Republic.
• The Issuer and Sfil have entered into a refinancing master agreement on 22 February 2021. Such agreement sets
out the general terms relating to any refinancing by Caisse Française de Financement Local of export loans
acquired by Sfil from export banks and benefited from a so-called "pure and unconditional" guarantee (GPI).
• The Issuer and Sfil have entered into a refinancing master agreement on 29 August 2024, as amended from time
to time. The purpose of this master agreement is to govern any export loan refinancing between Sfil and Caisse
Française de Financement Local benefiting from the export credit insurance issued by Bpifrance Assurance Export
in the name of the French Republic.




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RECENT DEVELOPMENTS
2024 was marked by uncertainty resulting both from the continued war in Ukraine and the conflict in the Middle East and
from a changing political environment with, in particular, elections in the European Union, in France, in the United
Kingdom and then in the United States at the end of the year.
From an economic perspective, the European Central Bank (ECB) lowered its key rates by 100 basis points in 2024. The
US Federal Reserve reduced its main key rate by the same amount over the year to land in the 4.25% - 4.5% range. These
rate cuts took place in a context of a decline in inflation, to 2.4% for the euro zone and 2.9% in the United States,
respectively.
In this context, the activity of European economies remained sluggish with 0.8% growth in 2024, while the US economy
stayed robust with 2.8% growth.
The Issuer's debt securities (Obligations Foncières and registered covered bonds) increased by an amount of
EUR 1,159 million between 1 January 2025 and 5 June 2025.




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SUBSCRIPTION AND SALE
Subject to the terms and on the conditions contained in an amended and restated dealer agreement dated 10 June 2025 (as
amended or supplemented from time to time, the "Amended and Restated Dealer Agreement") between the Issuer, the
Permanent Dealers and the Arranger, the Obligations Foncières will be offered on a continuous basis by the Issuer to the
Permanent Dealers. However, the Issuer has reserved the right to sell Obligations Foncières directly on its own behalf to
Dealers that are not Permanent Dealers. The Obligations Foncières may be resold at prevailing market prices, or at prices
related thereto, at the time of such resale, as determined by the relevant Dealer. The Obligations Foncières may also be
sold by the Issuer through the Dealers, acting as agents of the Issuer. The Amended and Restated Dealer Agreement also
provides for Obligations Foncières to be issued in syndicated Tranches that are jointly and severally underwritten by two
or more Dealers.
The Issuer will pay each relevant Dealer a commission as agreed between them in respect of Obligations Foncières
subscribed by it. The Issuer has agreed to reimburse the Arranger for its expenses incurred in connection with the update
of the Programme and the Dealers for certain of their activities in connection with the Programme. The commissions in
respect of an issue of Obligations Foncières with a denomination of less than €100,000 distributed on a syndicated basis
will be stated in the relevant Final Terms.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the
Obligations Foncières. The Amended and Restated Dealer Agreement entitles the Dealers to terminate any agreement
that they make to subscribe Obligations Foncières in certain circumstances prior to payment for such Obligations
Foncières being made to the Issuer.
Selling Restrictions
European Economic Area
(i) Prohibition of sales to EEA retail investors
In respect of (i) any Obligations Foncières with a denomination of less than €100,000 for which the Final Terms
specify the "Prohibition of sales to EEA retail investors" as "Applicable" and (ii) any Obligations Foncières with
a denomination of at least €100,000, each Dealer has represented and agreed, and each further Dealer appointed
under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made
available and will not offer, sell or otherwise make available any Obligations Foncières which are the subject of
the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail
investor in the European Economic Area.
For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended
("MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the
Council of 20 January 2016 on insurance distribution, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or
(iii) as applicable, not a qualified investor as defined in Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus
Regulation"); and
(b) the expression an "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Obligations Foncières to be offered so as to enable an investor
to decide to purchase or subscribe for the Obligations Foncières.
(ii) Non-Exempt Offer selling restriction under the Prospectus Regulation
In respect of any Obligations Foncières with a denomination of less than €100,000 for which the Final Terms
specify "Prohibition of sales to EEA retail investors" as "Not applicable", each Dealer has represented and agreed,
and each further Dealer appointed under the Programme will be required to represent and agree that it has not
made and will not make an offer of Obligations Foncières which are the subject of the offering contemplated by
this Base Prospectus as completed by the Final Terms in relation thereto to the public in a member state of the EEA
(each, a "Member State") except that it may make an offer of Obligations Foncières to the public in that Member
State:


128
(a) if the Final Terms in relation to the Obligations Foncières specify that an offer of those Obligations
Foncières may be made other than pursuant to Article 1(4) of the Prospectus Regulation in that Member
State (a "Non-Exempt Offer"), following the date of publication of a Base Prospectus in relation to such
Obligations Foncières which has been approved by the competent authority in that Member State or, where
appropriate, approved in another Member State and notified to the competent authority in that Member
State, provided that any such Base Prospectus has subsequently been completed by the Final Terms
contemplating such Non-Exempt Offer, in accordance with the Prospectus Regulation in the period
beginning and ending on the dates specified in such Base Prospectus or Final Terms, as applicable and the
Issuer has consented in writing to its use for the purpose of the Non-Exempt Offer;
(b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(c) at any time to fewer than 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Regulation) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated
by the Issuer for any such offer; or
(d) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Obligations Foncières referred to in paragraphs (b) to (d) above shall require the
Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an "offer" has the meaning given to it in subparagraph (i)(b)
above.
France
Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to
represent and agree that:
(i) Non-Exempt Offer in France
it has not offered or sold and will not offer or sell, directly or indirectly, Obligations Foncières to the public in
France and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the
public in France, the Base Prospectus, the relevant Final Terms or any other offering material relating to the
Obligations Foncières, except (a) in the context of an exempt offer in France as described below and (b) in the
period beginning and ending on the dates specified for such purpose in the Final Terms relating to such Obligations
Foncières and provided that the Final Terms have been duly published and specify that such Non-Exempt Offers
may be made to the public in France, all as defined in, and in accordance with, the Prospectus Regulation and any
applicable French law and regulation; or
(ii) Exempt offers in France
it has not offered or sold and will not offer or sell, directly or indirectly, any Obligations Foncières to the public
in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to
the public in France, this Base Prospectus, the relevant Final Terms or any other offering material relating to the
Obligations Foncières, except to qualified investors (investisseurs qualifiés) in the context of an offer exempted
from the obligation to publish a prospectus, all as defined in, and in accordance with, Article 2(e) of the Prospectus
Regulation and Article L.411-2 of the French Code monétaire et financier.
United Kingdom ("UK")
(i) Prohibition of sales to UK retail investors
In respect of (i) any Obligations Foncières with a denomination of less than €100,000 for which the Final Terms
specify the "Prohibition of sales to UK retail investors" as "Applicable" and (ii) any Obligations Foncières with a
denomination of at least €100,000, each Dealer has represented and agreed, and each further Dealer appointed
under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made
available and will not offer, sell or otherwise make available any Obligations Foncières which are the subject of
the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail
investor in the UK.
For the purposes of this provision:
(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as
amended (the "FSMA") and any rules or regulations made under the FSMA to implement the

129
Directive 2016/97/EU, as amended, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament
and of the Council of 15 May 2014 on markets in financial instruments as it forms part of UK
domestic law by virtue of the EUWA; or
(iii) as applicable, not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms
part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation"); and
(b) the expression an "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Obligations Foncières to be offered so as to enable an investor
to decide to purchase or subscribe for the Obligations Foncières.
(ii) Public Offer selling restriction under the UK Prospectus Regulation
In respect of any Obligations Foncières with a denomination of less than €100,000 for which the Final Terms
specify "Prohibition of sales to UK retail investors" as "Not applicable", each Dealer has represented and agreed,
and each further Dealer appointed under the Programme will be required to represent and agree, that it has not
made and will not make an offer of Obligations Foncières which are the subject of the offering contemplated by
this Base Prospectus as completed by the Final Terms in relation thereto to the public in the UK except that it may
make an offer of such Obligations Foncières to the public in the UK:
(A) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus
Regulation;
(B) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2
of the UK Prospectus Regulation) in the UK subject to obtaining the prior consent of the relevant Dealer or
Dealers nominated by the Issuer for any such offer; or
(C) at any time in any other circumstances falling within Section 86 of the FSMA,
provided that no such offer of Obligations Foncières referred to in (A) to (C) above shall require the Issuer or any
Dealer to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article
23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an "offer of Obligations Foncières to the public" in relation to
any Obligation Foncière means the communication in any form and by any means of sufficient information on the
terms of the offer and the Obligations Foncières to be offered so as to enable an investor to decide to purchase or
subscribe for the Obligations Foncières.
(iii) Other regulatory restrictions
Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required
to represent and agree that:
(i) in relation to any Obligations Foncières having a maturity of less than one year, (i) it is a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any
Obligations Foncières other than to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it
is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the Obligations Foncières would otherwise constitute a
contravention of Section 19 of the FSMA by the Issuer;
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of any Obligations Foncières
in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to any Obligations Foncières in, from or otherwise involving the UK.
United States of America
The Obligations Foncières have not been and will not be registered under the Securities Act. In addition, Materialised
Obligations Foncières having a maturity of more than one year are subject to U.S. tax law requirements. Subject to certain
exceptions, Obligations Foncières may not be offered or sold within the United States of America or, in the case of
Materialised Obligations Foncières, offered, sold or delivered within the United States of America.
The Obligations Foncières are being offered and sold outside the United States of America in reliance on Regulation S.



130
Each Dealer has agreed that it will not offer or sell or deliver Materialised Obligations Foncières within the United States
of America or to U.S. persons.
In addition, until forty (40) days after the commencement of the offering, an offer, sale or delivery of any identifiable
Tranche of such Obligations Foncières within the United States of America by any dealer (whether or not participating
in the offering) may violate the registration requirements of the Securities Act, if such offer, sale or delivery is made
otherwise than in accordance with an available exemption from registration under the Securities Act.
This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Obligations
Foncières outside the United States of America. The Issuer and the Dealers reserve the right to reject any offer to purchase
the Obligations Foncières, in whole or in part, for any reason. This Base Prospectus does not constitute an offer to any
person in the United States of America. Distribution of this Base Prospectus to any person within the United States of
America, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any
person within the United States of America is prohibited.
Singapore
If the Final Terms in respect of any Obligations Foncières specify "Singapore sales to Institutional Investors and
Accredited Investors only" as "Applicable", each Dealer has acknowledged, and each further Dealer appointed under the
Programme will be required to acknowledge, that this Base Prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed, and each further
Dealer appointed under the Programme will be required to represent, warrant and agree that it has not offered or sold any
Obligations Foncières or caused the Obligations Foncières to be made the subject of an invitation for subscription or
purchase and will not offer or sell any Obligations Foncières or cause the Obligations Foncières to be made the subject
of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this
Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or
purchase, of the Obligations Foncières, whether directly or indirectly, to any person in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or
amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined
in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
If the Final Terms in respect of any Obligations Foncières specify "Singapore sales to Institutional Investors and
Accredited Investors only" as "Not applicable", each Dealer has acknowledged, and each further Dealer appointed under
the Programme will be required to acknowledge, that this Base Prospectus has not been and will be not registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed,
and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not
offered or sold any Obligations Foncières or caused the Obligations Foncières to be made the subject of an invitation for
subscription or purchase and will not offer or sell any Obligations Foncières or cause the Obligations Foncières to be
made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate
or distribute, this Base Prospectus or any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Obligations Foncières, whether directly or indirectly, to any person in Singapore other
than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a
relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant
to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Singapore SFA Product Classification: In connection with Section 309B of the SFA and the CMP Regulations 2018,
unless otherwise specified before an offer of Obligations Foncières, the Issuer has determined, and hereby notifies all
relevant persons (as defined in Section 309A(1) of the SFA), that the Obligations Foncières are "capital markets products
other than prescribed capital markets products" (as defined in the CMP Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Switzerland
This Base Prospectus is not, and is not intended and shall not be deemed or construed to constitute, an offer or invitation
to subscribe for, invest or otherwise acquire Obligations Foncières within or from the territory of Switzerland. The
Obligations Foncières have not been and will not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act ("FinSA") and related legislation. The Obligations Foncières have not been
and will not be admitted to any trading venue (exchange or multilateral trading facility) in Switzerland, in particular
(without limitation) not the SIX Swiss Exchange Ltd ("SIX"). Neither this Base Prospectus nor any other offering or
marketing material relating to the Obligations Foncières constitutes a prospectus within the meaning of the FinSA or the
Listing Rules of the SIX (or any other exchange or multilateral trading facility within the territory of Switzerland), and
no such prospectus has been, or will be, prepared for or in connection with, or otherwise relating to, the offering of the
Obligations Foncières. Neither this Base Prospectus nor any other offering or marketing material relating to the
Obligations Foncières has been or will be filed with, or approved by, any Swiss regulatory authority. In particular, this
Base Prospectus (or any other offering or marketing material) will not be filed with, and the offer of the Obligations
131
Foncières will not be supervised by, a review body licensed by the Swiss Financial Market Supervisory Authority.
Accordingly, neither this Base Prospectus nor any other offering or marketing material may be publicly offered,
distributed or otherwise made available publicly within the territory of Switzerland.
Japan
The Obligations Foncières have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended, the "Financial Instruments and Exchange Act"). Accordingly, each of the
Dealers has represented and agreed and each further Dealer appointed under the Programme will be required to represent
and agree that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any
Obligations Foncières in Japan or to, or for the benefit of, any resident of Japan (which terms as used herein means any
person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-
offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with the Financial Instruments and
Exchange Act and other relevant laws, ministerial guidelines and regulations of Japan.
Republic of Italy
This Base Prospectus has not been, nor will be, published in the Republic of Italy in connection with the offering of the
Obligations Foncières and no application has been or will be filed with the Commissione Nazionale per le Società e la
Borsa ("CONSOB") to obtain the registration/authorisation for the public offering (offerta al pubblico) of the Obligations
Foncières in the Republic of Italy pursuant to Legislative Decree No. 58 of 24 February 1998 as amended (the "Financial
Services Act") and to CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").
Accordingly, no Obligations Foncières may be offered, sold or delivered, directly or indirectly, to the public in the
Republic of Italy nor may, or will, copies of this Base Prospectus, the relevant Final Terms or any other offering material
relating to the Obligations Foncières be distributed in the Republic of Italy except:
(a) to qualified investors (investitori qualificati), as defined by Article 2, paragraph 1, letter e) of the Prospectus
Regulation, by the Financial Services Act and CONSOB implementing regulations; or
(b) in any other circumstances where an exemption from the rules on offers to the public applies, as provided under
Article 1, paragraph 4 of the Prospectus Regulation, Article 100 of the Financial Services Act and its implementing
regulations, including Article 34-ter of the Issuers' Regulation.
Accordingly, each Dealer has represented and agreed and each further Dealer appointed under the Programme will be
required to represent and agree that it has not offered, sold or delivered, and will not offer, sell or deliver, and has not
distributed and will not distribute and has not made and will not make available in the Republic of Italy the Obligations
Foncières, this Base Prospectus, the relevant Final Terms or any other offering material relating to the Obligations
Foncières except in the circumstances described under paragraphs (a) and (b) above.
Each Dealer has also represented and agreed and each further Dealer appointed under the Programme will be required to
represent and agree that any offer, sale or delivery of the Obligations Foncières or distribution of copies of this Base
Prospectus, the relevant Final Terms or any other offering material relating to the Obligations Foncières in the Republic
of Italy under (a) or (b) above must, and will, be performed in accordance with all relevant Italian securities, tax and
exchange control and other applicable laws and regulations and in particular will be made:
(i) by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act, Legislative Decree No. 385 of 1 September 1993, as amended from
time to time (the "Banking Act") and CONSOB Regulation No. 20307 of 15 February 2018 as amended from time
to time;
(ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of
Italy, as amended from time to time (pursuant to which the Bank of Italy may request information on the
Obligations Foncières in the Republic of Italy); and
(iii) in compliance with any other applicable laws and regulations, including any limitation or requirement which may
be imposed from time to time by CONSOB, the Bank of Italy or any other Italian authority.
Any investor purchasing the Obligations Foncières in the offering is solely responsible for ensuring that any offer and
resale of the Obligations Foncières it purchased in the offering occurs in compliance with applicable laws and regulations.
No person resident or located in the Republic of Italy other than the original addressees of this Base Prospectus may rely
on this Base Prospectus, the Final Terms or any other offering material relating to the Obligations Foncières.
Norway
Norway has implemented the Prospectus Regulation pursuant to Chapter 7 of the Securities Trading Act of 29 June 2007
No. 75, as amended, and chapter 7 of the Securities Trading Regulations of 29 June 2007 No. 876, as amended.
Consequently, the selling restriction set out in paragraph entitled "Prohibition of sales to EEA retail investors" above
applies.

132
Obligations Foncières denominated in Norwegian Kroner issued by non-Norwegian issuers must be registered in the
Norwegian Central Securities Depository (VPS) if the Obligations Foncières are offered for sale in Norway, except in
case of reverse solicitation.
Belgium
The Obligations Foncières are not intended to be sold to Belgian Consumers. Accordingly, each Dealer has represented
and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has
not offered or sold and will not offer or sell, directly or indirectly, Obligations Foncières to Belgian Consumers, and has
not distributed or caused to be distributed and will not distribute or cause to be distributed, the Base Prospectus, the
relevant Final Terms or any other offering material relating to the Obligations Foncières to Belgian Consumers.
For these purposes, a "Belgian Consumer" has the meaning provided by the Belgian Code of Economic Law, as amended
from time to time (Wetboek van 28 februari 2013 van economisch recht/Code du 28 février 2013 de droit économique),
being any natural person resident or located in Belgium and any acting for purposes which are outside his/her trade,
business or profession.
General
These selling restrictions may be modified by the agreement of the Issuer and the Dealers following a change in a relevant
law, regulation or directive. Any such modification will be set out in a Supplement to this Base Prospectus.
No action has been taken in any jurisdiction that would permit an offer to retail investors of any of the Obligations
Foncières, or possession or distribution of this Base Prospectus or any other offering material or any Final Terms, in any
country or jurisdiction where action for that purpose is required.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to
represent and agree that it will, to the best of its knowledge, comply with all relevant securities laws, regulations and
directives in each jurisdiction in which it purchases, offers, sells or delivers Obligations Foncières or has in its possession
or distributes the Base Prospectus, any other offering material or any Final Terms and neither the Issuer nor any other
Dealer shall have responsibility therefore.
Each of the Dealers and the Issuer has represented and agreed that Materialised Obligations Foncières may only be issued
outside France.




133
FORM OF FINAL TERMS 1
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF OBLIGATIONS FONCIÈRES
WITH A DENOMINATION OF LESS THAN €100,000 TO BE ADMITTED TO TRADING ON A REGULATED
MARKET (OTHER THAN A REGULATED MARKET, OR SPECIFIC SEGMENT OF A REGULATED
MARKET, TO WHICH ONLY QUALIFIED INVESTORS HAVE ACCESS) AND/OR OFFERED TO THE
PUBLIC ON A NON-EXEMPT BASIS IN THE EEA OR IN THE UK
[The Base Prospectus dated 10 June 2025 expires on 10 June 2026. The updated Base Prospectus shall be available
for viewing on the website of the AMF (www.amf-france.org) and on the website of the Issuer (https://sfil.fr/caffil-
notre-filliale/) in accordance with applicable laws and regulations. [In addition15, the updated Base Prospectus
shall be available for viewing [on [[●]/[the website of the Luxembourg Stock Exchange (www.bourse.lu)]]/at]
[●].]]16
[PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Obligations
Foncières are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the
Council of 20 January 2016 on insurance distribution, as amended (the "Insurance Distribution Directive") where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a
regulated market, as amended (the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products (as amended, the "PRIIPs Regulation") for
offering or selling the Obligations Foncières or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Obligations Foncières or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.] 17
[UK PRIIPS REGULATION - PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Obligations
Foncières are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the [Insurance Distribution
Directive / Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance
distribution, as amended], where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets
in financial instruments as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by the PRIIPs Regulation as it forms part of UK domestic law by
virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Obligations Foncières or otherwise making
them available to retail investors in the UK has been prepared and therefore offering or selling the Obligations Foncières
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] 18
[MiFID II product governance / Professional investors and eligible counterparties only target market – Solely for
the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in respect of the
Obligations Foncières, taking into account the five (5) categories referred to in item 19 of the Guidelines published by
the European Securities and Markets Authority [("ESMA")] on 3 August 2023, has led to the conclusion that: (i) the target
market for the Obligations Foncières is eligible counterparties and professional clients only, each as defined in [Directive
2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as
amended, "MiFID II")][MiFID II]; and (ii) all channels for distribution of the Obligations Foncières to eligible


15
If the Obligations Foncières are admitted to trading on a Regulated Market other than Euronext Paris.
16
To be included in the case of an offer to the public pursuant to a non-exempt offer in accordance with the Prospectus Regulation which offer period expires after the
expiry date of this Base Prospectus.
17
Legend to be included on front of the Final Terms if either (a) the Obligations Foncières potentially constitute "packaged" products and no key information document
will be prepared or (b) the Issuer wishes to prohibit offers to EEA retail investors for any other reason, in which case this selling restriction should be included and item
10(viii) of Part B should be specified as being "Applicable".
18
Legend to be included on front of the Final Terms if either (a) the Obligations Foncières potentially constitute "packaged" products and no key information document
will be prepared or (b) the Issuer wishes to prohibit offers to UK retail investors for any other reason, in which case this selling restriction should be included and item
10(vii) of Part B should be specified as being "Applicable".

134
counterparties and professional clients are appropriate. [Consider any negative target market19] Any person subsequently
offering, selling or recommending the Obligations Foncières (a "distributor") should take into consideration the
manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Obligations Foncières (by either adopting or refining the
manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.] 20
[ UK MiFIR product governance / Professional investors and eligible counterparties only target market – Solely
21 22

for the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in respect of the
Obligations Foncières has led to the conclusion that: (i) the target market for the Obligations Foncières is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in
Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR");
and (ii) all channels for distribution of the Obligations Foncières to eligible counterparties and professional clients are
appropriate. [Consider any negative target market]23. Any person subsequently offering, selling or recommending the
Obligations Foncières (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is
responsible for undertaking its own target market assessment in respect of the Obligations Foncières (by either adopting
or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]
OR
24
[MiFID II product governance / Retail investors, professional investors and eligible counterparties target market
– Solely for the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in
respect of the Obligations Foncières, taking into account the five (5) categories referred to in item 19 of the Guidelines
published by the European Securities and Markets Authority [("ESMA")] on 3 August 2023, has led to the conclusion
that: (i) the target market for the Obligations Foncières is eligible counterparties, professional clients and retail clients,
each as defined in [Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in
financial instruments (as amended, "MiFID II")][MiFID II]; EITHER25 [and (ii) all channels for distribution of the
Obligations Foncières are appropriate, including investment advice, portfolio management, non-advised sales and pure
execution services]26 OR27 [(ii) all channels for distribution to eligible counterparties and professional clients are
appropriate; and (iii) the following channels for distribution of the Obligations Foncières to retail clients are appropriate
- investment advice[,/ and] portfolio management[,/ and][ non-advised sales ][and pure execution services][, subject to
the distributor's suitability and appropriateness obligations under MiFID II, as applicable]] 28. [Consider any negative
target market29] Any person subsequently offering, selling or recommending the Obligations Foncières (a "distributor")
should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II
is responsible for undertaking its own target market assessment in respect of the Obligations Foncières (by either adopting
or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels[, subject
to the distributor's suitability and appropriateness obligations under MiFID II, as applicable] 30.]




19
ICMA 1 and ICMA 2 approaches envisage that a negative target market will be unlikely. Note that a programme which only envisages vanilla issuance is unlikely to
require a negative target market placeholder. If a negative target market is deemed necessary, wording along the following lines could be included: "The target market
assessment indicates that Obligations Foncières are incompatible with the needs, characteristic and objectives of clients which are [fully risk averse/have no risk
tolerance or are seeking on-demand full repayment of the amounts invested]."
20
Legend to be included if the Obligations Foncières are not intended to be sold to retail clients.
21
The legend may not be necessary if the managers in relation to the Obligations Foncières are not subject to UK MiFIR and therefore there are no UK MiFIR
manufacturers. Depending on the location of the manufacturers, there may be situations where either the MiFID II product governance legend or the UK MiFIR product
governance legend or where both are included.
22
Legends to be included if the Obligations Foncières are not intended to be sold to retail clients.
23
ICMA 1 and ICMA 2 approaches envisage that a negative target market will be unlikely. Note that a programme which only envisages vanilla issuance is unlikely to
require a negative target market placeholder. If a negative target market is deemed necessary, wording along the following lines could be included: "The target market
assessment indicates that Obligations Foncières are incompatible with the needs, characteristic and objectives of clients which are [fully risk averse/have no risk
tolerance or are seeking on-demand full repayment of the amounts invested]."
24
Legend to be included if the Obligations Foncières are intended to be sold to retail clients.
25
Include for Obligations Foncières that are not ESMA complex.
26
The relevant channels for distribution shall be identified and chosen by the relevant Manufacturer(s).
27
Include for certain ESMA complex Obligations Foncières such as debt instruments incorporating a structure that making it difficult to understand as referred to in item
13 of the Guidelines published by ESMA on 4 February 2016, as amended from time to time. This list may need to be amended, for example, if advised sales are deemed
necessary. If there are advised sales, a determination of suitability will be necessary. In addition, if the Obligations Foncières constitute "complex" products, pure
execution services are not permitted to retail without the need to make the determination of appropriateness required under Article 25(3) of MiFID II.
28
The relevant channels for distribution shall be identified and chosen by the relevant Manufacturer(s).
29
ICMA 1 and ICMA 2 approaches envisage that a negative target market will be unlikely. Note that a programme which only envisages vanilla issuance is unlikely to
require a negative target market placeholder. If a negative target market is deemed necessary, wording along the following lines could be included: "The target market
assessment indicates that Obligations Foncières are incompatible with the needs, characteristic and objectives of clients which are [fully risk averse/have no risk
tolerance or are seeking on-demand full repayment of the amounts invested]."
30
If the Obligations Foncières constitute "complex" products, pure execution services are not permitted to retail without the need to make the determination of
appropriateness required under Article 25(3) of MiFID II. If there are advised sales, a determination of suitability will be necessary.

135
31 32
[UK MiFIR product governance / Retail investors, professional investors and eligible counterparties target
market – Solely for the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment
in respect of the Obligations Foncières has led to the conclusion that: (i) the target market for the Obligations Foncières
is retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), and eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS") and professional clients, as defined in Regulation (EU) No
600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments as it forms
part of UK domestic law by virtue of the EUWA ("UK MiFIR"); EITHER 33[and (ii) all channels for distribution of the
Obligations Foncières are appropriate[, including investment advice, portfolio management, non-advised sales and pure
execution services]34] OR 35[(ii) all channels for distribution to eligible counterparties and professional clients are
appropriate; and (iii) the following channels for distribution of the Obligations Foncières to retail clients are appropriate
- investment advice[,/ and] portfolio management[,/ and][ non-advised sales ][and pure execution services][, subject to
the distributor's suitability and appropriateness obligations under COBS, as applicable]]. [Consider any negative target
market]36. Any person subsequently offering, selling or recommending the Obligations Foncières (a "distributor") should
take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Obligations Foncières (by either adopting or refining the manufacturer['s/s'] target market
assessment) and determining appropriate distribution channels[, subject to the distributor's suitability and appropriateness
obligations under COBS, as applicable]3738.]]
[SINGAPORE SFA PRODUCT CLASSIFICATION – In connection with Section 309B(1)(c) of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined,
and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Obligations Foncières are
[prescribed capital markets products]/[capital markets products other than prescribed capital markets products] (as defined
in the CMP Regulations 2018) and [are] [Excluded]/[Specified] Investment Products (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).]39




31
The legend may not be necessary if the managers in relation to the Obligations Foncières are not subject to UK MiFIR and therefore there are no UK MiFIR
manufacturers. Depending on the location of the manufacturers, there may be situations where either the MiFID II product governance legend or the UK MiFIR product
governance legend or where both are included.
32
Legend to be included if the Obligations Foncières are intended to be sold to retail clients.
33
Include for bonds that are not ESMA complex (in the UK context, as reflected in COBS).
34
This list may not be necessary, especially for bonds that are not ESMA complex (in the UK context, as reflected in COBS) where all channels of distribution may be
appropriate. It reflects the list used in the examples in ESMA Guidelines.
35
Include for certain ESMA complex bonds (in the UK context, as reflected in COBS). This list may need to be amended, for example, if advised sales are deemed
necessary. If there are advised sales, a determination of suitability will be necessary. In addition, if the Obligations Foncières constitute "complex" products, pure
execution services are not permitted to retail without the need to make the determination of appropriateness.
36
ICMA 1 and ICMA 2 approaches envisage that a negative target market will be unlikely. Note that a programme which only envisages vanilla issuance is unlikely to
require a negative target market placeholder. If a negative target market is deemed necessary, wording along the following lines could be included: "The target market
assessment indicates that Obligations Foncières are incompatible with the needs, characteristic and objectives of clients which are [fully risk averse/have no risk
tolerance or are seeking on-demand full repayment of the amounts invested]."
37
If the Obligations Foncières constitute "complex" products, pure execution services are not permitted to retail without the need to make the determination of
appropriateness. If there are advised sales, a determination of suitability will be necessary.
38
Please note that non-exempt offers in the UK require a FCA approval. Since the Base Prospectus is not currently passported in the UK or approved by the FCA, an
approval of this document or a drawdown approved by the FCA should be required before any sales to UK retail investors.
39
For any Obligations Foncières to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Obligations Foncières pursuant to Section
309B of the SFA prior to the launch of the offer.

136
Final Terms dated [●]




CAISSE FRANÇAISE DE FINANCEMENT LOCAL
(the "Issuer")

Legal entity identifier (LEI): 549300E6W08778I4OW85



Issue of [Aggregate Nominal Amount of Tranche] Rate [Title of Obligations Foncières]

(the "Obligations Foncières")

[to be assimilated (assimilées) and form a single series with the existing issue of [Aggregate Nominal Amount of
Tranche] Rate [Title of Obligations Foncières] (the "Existing Obligations Foncières")]

under the
€75,000,000,000
Euro Medium Term Note Programme
for the issue of Obligations Foncières




SERIES NO: [●]
TRANCHE NO: [●]




Issue Price: [●] per cent.



[Name(s) of Manager(s)]

[Any person making or intending to make an offer of the Obligations Foncières may only do so [(i) in the Non-Exempt
Offer Jurisdiction(s) mentioned in paragraph 2(i) of Part B below, provided such person is [an Authorised Offeror] in that
paragraph and that such offer is made during the Offer Period specified for such purpose therein and that any conditions
relevant to the use of the Base Prospectus are complied with; or (ii) otherwise] in circumstances in which no obligation
arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Obligations Foncières
in any other circumstances.40
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading
on a regulated market, as amended.]




40
Do not include if the "Prohibition of Sales to EEA and UK Retail Investors" legend is included (because the Obligations Foncières potentially constitute "packaged"
products and no key information document will be prepared) and the related selling restriction is specified to be "Applicable".

137
PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions")
set forth in the base prospectus dated 10 June 2025 which received approval number 25-204 from the Autorité des marchés
financiers (the "AMF") on 10 June 2025[, as supplemented by the supplement(s) to the base prospectus dated [●] which
received approval number [●] from the AMF on [●]] ([together,] the "Base Prospectus") which [together] constitute[s] a
base prospectus for the purposes of [Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market, as amended (the "Prospectus Regulation") / the Prospectus Regulation].
This document constitutes the final terms (the "Final Terms") of the Obligations Foncières for the purposes of Article 8.4
of the Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant
information. A summary of the issue of the Obligations Foncières is annexed to these Final Terms. The Base Prospectus
[and these Final Terms]41 [is/are] available for viewing free of charge on the website of the AMF (www.amf-france.org)
and on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/) in accordance with applicable laws and regulations.
[In addition42, the Base Prospectus [and these Final Terms] [is/are] available for viewing [on [[●]/[the website of the
Luxembourg Stock Exchange (www.bourse.lu)]]/at] [●].]
[Include whichever of the following apply or specify as "Not applicable". Note that the numbering should remain as set
out below, even if "Not applicable" is indicated for individual paragraphs (in which case the sub-paragraphs of the
paragraphs which are not applicable can be deleted). Italics denote guidance for completing the Final Terms.]
1 l
Issuer: Caisse Française de Financement Local
l
2 (i) Series Number: [●]
(ii) Tranche Number: [●]
[(iii) Date on which the Obligations Foncières
become fungible: The Obligations Foncières will be assimilated
(assimilées) and form a single series with the
existing [insert description of the Series] issued by
the Issuer on [insert date] (the "Existing
Obligations Foncières") as from the Issue Date of
this Tranche.]
3 Specified Currency43: [●]
4 Aggregate Nominal Amount:
(i) Series: [●]
(ii) Tranche: [●]
5 Issue Price: [●] per cent. of the Aggregate Nominal Amount
[plus accrued interest from [insert date] (if
applicable)]
6 Specified Denomination[s]: [●] (one denomination only for Dematerialised
Obligations Foncières)44
7 (i) Issue Date: [●]
(ii) Interest Commencement Date: [Specify / Issue Date / Not applicable]




41
If the Obligations Foncières are admitted to trading on a Regulated Market and/or offered to the public pursuant to a non-exempt offer in accordance with the Prospectus
Regulation.
42
If the Obligations Foncières are admitted to trading on a Regulated Market other than Euronext Paris.
43
Please note that with respect to any domestic issue settled from an Issuer account situated in France, payments relating to Obligations Foncières shall be made in Euro
(according to Article 1343-3 of the French Code civil).
44
Unless permitted by then current laws and regulations, Obligations Foncières (including Obligations Foncières denominated in Sterling) which have a maturity of less
than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of
Section 19 of the Financial Services and Markets Act 2000, as amended, must have a minimum redemption amount of £100,000 (or its equivalent in other currencies).

138
8 Maturity Date: [specify date or (for Floating Rate Obligations
Foncières) Interest Payment Date falling in or
nearest to the relevant month and year]
9 Interest Basis: [[●] per cent. Fixed Rate]
[[●] month [CMS Rate / EURIBOR / €STR /
SARON / SOFR / SONIA / TEC10 or any other
reference rate] +/- [●] per cent. Floating Rate]
[Fixed/Floating Rate]
[Zero Coupon]
[CPI Linked Interest]
[HICP Linked Interest]
[(further particulars specified below)]
10 Redemption Basis:38 Subject to any purchase and cancellation or early
redemption, the Obligations Foncières will be
redeemed on the Maturity Date [at [100] per cent.
of their nominal amount / pursuant to Condition
6(c) (for Inflation Linked Obligations Foncières, as
the case may be)].
11 Change of Interest Basis: [Applicable (for Fixed/Floating Rate Obligations
Foncières)/Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
[Optional Change of Interest Date / Automatic
Change of Interest Date: [●]]
[Specify details for convertibility of the
Fixed/Floating Rate Obligations Foncières in
accordance with the provisions of Conditions 5(d)]
12 Call Options: [Issuer Call/Not applicable]
[(further particulars specified below)]
13 Dates of the corporate authorisations for issuance of
Obligations Foncières obtained: Decision of the Directoire of Caisse Française de
Financement Local dated [●]

PROVISIONS RELATING TO INTEREST (IF ANY)
PAYABLE
14 Fixed Rate Obligation Foncière Provisions: [In respect of Fixed/Floating Rate Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:] [Applicable/Not applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Rate[(s)] of Interest: [●] per cent. per annum [payable [annually/semi-
annually/quarterly/monthly/other] in [arrear on
each Interest Payment Date/advance on [●]]]
(ii) Interest Payment Date(s): [●] in each year [adjusted in accordance with
[specify Business Day Convention and any
applicable Business Centre(s) for the definition of
"Business Day"]/commencing on [●] to, and
including, the Maturity Date, not adjusted]
(iii) Fixed Coupon Amount[(s)]: [[●] per Specified Denomination/Not applicable]
(iv) Broken Amount(s): [●] payable on the Interest Payment Date falling
[in/on] [●] (Insert particulars of any initial or final


139
Broken Amount(s) of interest which do not
correspond with the Fixed Coupon Amount(s))
(v) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(vi) Determination Date(s) (Condition 5(a)): [●] in each year (insert regular Interest Payment
Dates, ignoring Issue Date or Maturity Date in the
case of a long or short first or last Coupon. N.B.
only relevant where Day Count Fraction is
Actual/Actual (ICMA))
(vii) Business Day Convention: [Floating Rate Business Day
Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/Not applicable]
(viii) Business Centre(s): [●]/[Not applicable]
15 Floating Rate Obligation Foncière Provisions: [In respect of Fixed/Floating Rate Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:] [Applicable/Not applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph).
(In the event where the benchmark used to
calculate the interest payable is discontinued,
Condition 5(c)(iii)(D) provides for a methodology
to determine the successor or alternative rate)
(i) Interest Period(s): [●]
(ii) Specified Interest Payment Dates: [●]
(iii) First Specified Interest Payment Date: [●]
(iv) Interest Period Date: [●] (Not applicable unless different from Interest
Payment Dates)
(v) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day Convention/Preceding
Business Day Convention]
(vi) Business Centre(s) (Condition 5(a)): [●]
(vii) Manner in which the Rate(s) of Interest is/are
to be determined: [Screen Rate Determination/FBF Determination/
ISDA Determination]
(viii) Calculation Agent responsible for calculating
the Rate(s) of Interest and Interest Amount(s)
(if not the Calculation Agent): [[●]/Not applicable]
(ix) Screen Rate Determination (Condition [Applicable/Not applicable] (If not applicable,
5(c)(iii)(C)): delete the remaining sub-paragraphs of this
paragraph)
- Reference Rate: [CMS Rate / EURIBOR / €STR / SARON / SOFR
/ SONIA / TEC10 (or any other reference rate)]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last long
or short interest period, insert the relevant interest

140
period(s) and the relevant two rates used for such
determination)
- Relevant Inter-Bank Market: [●]
- Relevant Screen Page: [●]
(In the case of €STR or SOFR, delete this
paragraph)
- [Reference Banks (if Relevant Screen Page is [[●] (Specify four)]/[As per Condition 5(a)]
"Reference Banks"):
(In the case of €STR or SOFR, delete this
paragraph)]
- Relevant Screen Page Time: [●]
- Interest Determination Date(s): [●] / [[TARGET] Business Days in [specify city]
for [specify currency]] / [Zurich Banking Days (if
SARON]] / [U.S. Government Securities Business
Days (if SOFR)] / [London Banking Days (if
SONIA)] prior to [the first day in each Interest
Accrual Period/each Interest Payment Date] [,
subject to adjustment in accordance with
[Following Business Day Convention/Modified
Following Business Day Convention /Preceding
Business Day Convention].]
- [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
- [Relevant Financial Centre [●]]
- [Designated Maturity: [●]]
- [Specified Time: [●]]
(only applicable in the case of CMS Rate)
- [€STR Observation Look-Back Period: [[●] TARGET Business Day (specify) / Not
applicable]
(only applicable in the case of €STR)
- [SARON Observation Look-Back Period: [[●] Zurich Banking Days / Not applicable]]
(only applicable in the case of SARON)
- [SONIA Observation Look-Back Period: [[●] London Banking Days / Not applicable]]
(only applicable in the case of SONIA)
- [SONIA Rate of Interest Determination: [SONIA Shift Compound / SONIA Lookback
Compound / SONIA Compounded Index]
(only applicable in the case of SONIA)
- [SOFR Observation Look-Back Period: [[●] U.S. Government Securities Business Days
(specify) / Not applicable]
(only applicable in the case of SOFR)
- [SOFR Rate of Interest Determination: [SOFR Arithmetic Mean / SOFR Lockout
Compound / SOFR Lookback Compound / SOFR
Shift Compound / SOFR Index Average]]
(only applicable in the case of SOFR)
- [SOFR Rate Cut-Off Date: The day that is the [second / [●]] U.S. Government
Securities Business Day prior to the Interest
Payment Date in relation to the relevant Interest
Accrual Period.]
(only applicable in the case of SOFR)

141
(x) FBF Determination (Condition 5(c)(iii)(A)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Floating Rate: [●]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last long
or short interest period, insert the relevant interest
period(s) and the relevant two rates used for such
determination)
- Floating Rate Determination Date (Date de
Détermination du Taux Variable): [●]
(N.B. the fallback provisions applicable to FBF
Determination under the Benchmark Events
Technical Schedule published by the FBF in
January 2020 are reliant upon the provision by
reference banks of offered quotations EURIBOR
which, depending on market circumstances, may
not be available at the relevant time)
(xi) ISDA Determination (Condition 5(c)(iii)(B)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- ISDA Definitions [2006 ISDA Definitions/2021 ISDA Definitions]
- Floating Rate Option: [●]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last long
or short interest period, insert the relevant interest
period(s) and the relevant two rates used for such
determination)
(If "2021 ISDA Definitions" is selected, ensure this
is a Floating Rate Option included in the Floating
Rate Matrix (as defined in the 2021 ISDA
Definitions))
- Designated Maturity: [●]
- Reset Date: [●]
(N.B. the fallback provisions applicable to ISDA
Determination under the ISDA Definitions are
reliant upon the provisions by reference banks of
offered quotations for EURIBOR which,
depending on market circumstances, may not be
available at the relevant time)
(Sub-paragraphs below only relevant if "2021
ISDA Definitions" is selected - otherwise, delete)
- Calculation Period: [●]
- Fixing Day: [●]
- Effective Date: [Interest Commencement Date / [●]]
- Termination Date: [As per Condition 5(c)(iii)(B)(b) / [●]]
- Delayed Payment: [Applicable[: specify applicable number of days]
(if no number is specified, the applicable number
of days shall be five (5) days) / Not applicable]
- Compounding: [Applicable / Not applicable]
(Only applicable where the Floating Rate Option
is an oversight rate)

142
- OIS Compounding: [Applicable / Not applicable]
- Compounding with Lookback: [Applicable / Not applicable]
[Lookback: [●]]
(If no number is specified, and there is no default
applicable to the Floating Rate Option, the default
value will be five (5))
- Compounding with Observation Period Shift: [Applicable / Not applicable]
[Observation Period Shift: [●]]
(If no number is specified, and there is no default
applicable to the Floating Rate Option, the default
value will be five (5))
- Set in Advance: [Applicable / Not applicable]
- Observation Period Shift Additional Business
Days: [●]
- Compounding with Lockout: [Applicable / Not applicable]
Lockout Period Business Day: [specify the
relevant financial centre(s)]
[Lockout: [●]]
(If no number is specified, and there is no default
applicable to the Floating Rate Option, the default
value of the Lockout will be five (5))
- 2021 ISDA Definitions Linear Interpolation [Applicable (specify the Shorter Designated
Maturity and the Longer Designated Maturity,
each as defined in the 2021 ISDA Definitions) / Not
applicable] ]
(xii) Margin(s): [[+/-] [●] per cent. per annum] / [Not applicable]
(xiii) Minimum Rate of Interest: [In accordance with Condition 5(h)] / [[●] per cent.
per annum]45
(xiv) Maximum Rate of Interest: [Not applicable] / [[●] per cent. per annum]
(xv) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
16 Inflation Linked Obligation Foncière Provisions: [Applicable/ Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Index: [CPI/HICP]
(ii) Calculation Agent responsible for calculating
the interest due (if not the Calculation Agent): [[●]/Not applicable]
(iii) Interest Period(s): [●]
(iv) Interest Payment Dates: [●]
(v) Interest Determination Date: [●]
(vi) Base Reference: [CPI/HICP] Daily Inflation Reference Index
applicable on [specify date] (amounting to: [●])


45
[In no event shall the amount of interest payable be less than zero.]

143
(vii) Rate of Interest: [●] per cent. per annum multiplied by the Inflation
Index Ratio
(viii) Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(ix) Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest period
end dates and not to the date and place of payment,
to which item 24 relates)
(x) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[●] per cent.
per annum46
(xi) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum

PROVISIONS RELATING TO REDEMPTION
17 Call Option: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption Date(s): [●]
(ii) Optional Redemption Amount of each
Obligation Foncière: As per the Conditions
(iii) If redeemable in part: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(a) Minimum Redemption Amount to
be redeemed: [●]
(b) Maximum Redemption Amount to
be redeemed: [●]
(iv) Notice period (if other than as set out in the [●]/ [As per the Conditions]
Conditions):
18 Final Redemption Amount of each Obligation
Foncière: [[●] per Obligation Foncière [of [●] Specified
Denomination]/[As provided below for Inflation
Linked Obligations Foncières, as the case may be]
19 2
Inflation Linked Obligations Foncières – Provisions
relating
0 to the Final Redemption Amount:
[Applicable/Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Index: [CPI/HICP]
(ii) Final Redemption Amount in respect of
Inflation Linked Obligations Foncières: [Condition 6(c) applies]
(iii) Base Reference: [CPI/HICP] Daily Inflation Reference Index
applicable on [specify date] (amounting to: [●])
(iv) Inflation Index Ratio: [●]
(v) Party responsible for calculating the Final
Redemption Amount (if not the Calculation
Agent): [[●]/Not applicable]
20 Early Redemption Amount:

46
[In no event shall the amount of interest payable be less than zero.]

144
Early redemption for taxation reasons: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraph of this
paragraph)


Early Redemption Amount(s) of each Obligation
Foncière payable on redemption for taxation reasons, if [●] per Obligation Foncière [of [●] Specified
applicable, or illegality: Denomination]/ [As provided below for Inflation
Linked Obligations Foncières, as the case may be]
21 Zero Coupon Obligations Foncières – Provisions
relating to the Early Redemption Amount: [Applicable / Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)


(i) Amortisation Yield (Condition 6(d)): [●] per cent. per annum
(ii) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual –
ICMA / Actual/Actual-FBF / Actual/365
(Fixed) / Actual/360 / 30/360 / 360/360 /
Bond Basis / 30/360-FBF / Actual
30A/360 (American Bond Basis) /
30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
22 2
Inflation Linked Obligations Foncières – Provisions
relating
1 to the Early Redemption Amount: [Applicable / Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Index: [CPI/HICP]
(ii) Early Redemption Amount in respect of Inflation
Linked Obligations Foncières: [Condition 6(d)(ii) applies]
(iii) Base Reference: [CPI/HICP] Daily Inflation Reference Index
applicable on [specify date] (amounting to: [●])
(iv) Inflation Index Ratio: [●]
(v) Party responsible for calculating the Early
Redemption Amount and accrued interest (if
any) (if not the Calculation Agent): [[●]/Not applicable]

GENERAL PROVISIONS APPLICABLE TO THE OBLIGATIONS FONCIÈRES
23 Form of Obligations Foncières: [Dematerialised Obligations
Foncières/Materialised Obligations Foncières]
(Materialised Obligations Foncières are only in
bearer form)
[Delete as appropriate]
(i) Form of Dematerialised Obligations Foncières: [Not applicable/if Applicable specify whether]
[Bearer form (au porteur)/ Registered form (au
nominatif)]
(ii) Registration Agent: [Not applicable/if Applicable give name and
details] (note that a Registration Agent must be
appointed in relation to Registered Dematerialised
Obligations Foncières only; except that the Issuer
may be its own Registration Agent)
(iii) Temporary Global Certificate: [Not applicable/Temporary Global Certificate
exchangeable for Definitive Materialised
Obligations Foncières on [●] (the "Exchange
145
Date"), being forty (40) days after the Issue Date
subject to postponement as specified in the
Temporary Global Certificate]
(iv) Applicable TEFRA exemption: [C Rules/D Rules/TEFRA not applicable] (Only
applicable to Materialised Obligations Foncières)
24 (i) Financial Centre(s) (Condition 7(h)) or other
special provisions relating to Payment Dates: [Not applicable/T2/Give details] (Note that this
item relates to the date and place of payment, and
not the end dates of interest periods for the
purposes of calculating the amount of interest, to
which items 14(ii), 15(ii) and 17(iv) relate)
(ii) Adjusted Payment Date (Condition 7(h)): [The next following business day unless it would
thereby fall into the next calendar month, in which
such event such date shall be brought forward to
the immediately preceding business day.] [The
immediately preceding business day]/[As per
Condition 7(h)]/[Other47]
25 Talons for future Coupons to be attached to definitive
Materialised Obligations Foncières (and dates on
which such Talons mature):
[Yes (give details)/No/Not applicable] (Only
applicable to Materialised Obligations Foncières)
26 Redenomination provisions: [Not applicable/The provisions [in Condition 1(d)]
apply]
27 Consolidation provisions: [Not applicable/The provisions [in
Condition 12(b)] apply]
28 Representation of holders of Obligations
Foncières - Masse (Condition 10): Issue outside France: [Applicable/Not applicable]
Name and address of the Representative: [●]
[Name and address of the alternate
Representative: [●]]
[The Representative will receive no
remuneration]/[The Representative will receive a
remuneration of [●]].
[If the Obligations Foncières are held by a sole
holder of Obligations Foncières, insert the
wording below:
As long as the Obligations Foncières are held by
a sole holder of Obligations Foncières, and unless
a Representative has been appointed in relation to
such Series, such holder of Obligations Foncières
shall exercise all the powers, rights and
obligations entrusted to the Masse by the
provisions of the French Code de commerce. A
Representative will be appointed as soon as the
Obligations Foncières are held by several holders
of Obligations Foncières.]




47
In the market practice, if any date for payment in respect of Fixed Rate Obligations Foncières or Coupon is not a business day, the holder shall not be entitled to payment
until the next following business day (as defined in Condition 7(h)).

146
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue [and] [Non-Exempt Offer in the Non-Exempt Offer
Jurisdiction(s)] [and] [admission to trading on the regulated market[s] [of Euronext Paris] [and] [of the Luxembourg
Stock Exchange] of the Obligations Foncières described herein] pursuant to the €75,000,000,000 Euro Medium Term
Note Programme of Caisse Française de Financement Local.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. [[●] has been extracted from [●].
The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, is able to
ascertain from information published by [●], no facts have been omitted which would render the reproduced information
inaccurate or misleading.]48
Signed on behalf of the Issuer:
Duly represented by:




48
To be added only where information provided by third parties is added to the Final Terms.

147
PART B – OTHER INFORMATION

(If any of the following paragraphs is not applicable, delete such paragraph)

1 ADMISSION TO TRADING
(i) Listing(s): [The Luxembourg Stock Exchange / [specify
relevant regulated market] / none]
[Application has been made by the Issuer (or on its
behalf) for the Obligations Foncières to be
admitted to trading on the regulated market of
(ii) Admission to trading: [Euronext Paris / the Luxembourg Stock Exchange
/ [specify relevant regulated market, third country
market, SME growth market or multilateral
trading facility]] with effect from [●].] /
[Application is expected to be made by the Issuer
(or on its behalf) for the Obligations Foncières to
be admitted to trading on the regulated market of
[Euronext Paris / the Luxembourg Stock Exchange
/ [specify relevant regulated market, third country
market, SME growth market or multilateral
trading facility]] with effect from [●].]
(iii) Regulated Markets or equivalent markets on which, to
the knowledge of the Issuer, securities of the same
class of the Obligations Foncières to be admitted to
trading are already admitted to trading: (Where documenting a fungible issue need to
indicate that original securities are already
admitted to trading.)
[The Existing Obligations Foncières are already
admitted to trading on the regulated markets of
[Euronext Paris] and of [the Luxembourg Stock
Exchange] / [specify relevant regulated market].] /
[Not applicable]
(iv) Estimate of total expenses related to admission to
trading: [●]

2 TERMS AND CONDITIONS OF THE OFFER
(i) Non-Exempt Offer Jurisdiction(s): [Not applicable / An offer of the Obligations
Foncières may be made by Dealers [and (specify
the name of any financial intermediary)] other than
pursuant to Article 1(4) of the Prospectus
Regulation in [France/the Grand Duchy of
Luxembourg/Other (which must be a Member
State of the EEA to which the AMF has provided a
certificate of approval attesting that the Base
Prospectus (and, if applicable, any supplement
related thereto) has been drawn up in accordance
with the Prospectus Regulation)] (the "Non-
Exempt Offer Jurisdiction(s)") during the period
from [specify date] until [specify date] ("Offer
Period").]
(ii) Expected price at which Obligations Foncières
will be offered or method of determining the price
and method for its disclosure: [●]
(Where the expected price at which Obligations
Foncières will be offered cannot be given, insert a
description of the method of determining the price
and the process for its disclosure)


148
(iii) Conditions to which the Non-Exempt Offer is
subject: [Not applicable/give details]
(iv) Offer Period (including any possible
amendments): [specify]
(v) Description of the application process (including
the time period during which the Non-Exempt
Offer will be open and any possible amendments): [Not applicable/give details]
(vi) Description of possibility to reduce subscriptions
and manner for refunding amounts paid in excess
by applicants: [Not applicable/give details]
(vii) Details of the minimum and/or maximum amount
of the application (whether in number of securities
or aggregate amount to invest): [Not applicable/give details]
(viii) Details of the method and time limits for paying up
and delivering the Obligations Foncières: [Not applicable/give details]
(ix) Manner in and date on which results of the Non-
Exempt Offer are to be made public: [Not applicable/give details]
(x) Procedure for exercise of any right of pre-emption,
negotiability of subscription rights and treatment
of subscription rights not exercised: [Not applicable/give details]
(xi) Various categories of potential investors to which
the Obligations Foncières are offered. Whether
tranche(s) have been reserved for [certain
countries/Non-Exempt Offer Jurisdiction(s)]: [Not applicable/give details]
(xii) Process for notifying to applicants of the amount
allotted and an indication whether dealing may
begin before notification is made: [Not applicable/give details]
(xiii) Amount of any expenses and taxes charged to the
subscriber or purchaser: [Not applicable/give details]
(If the Issuer is subject to MiFID II and/or PRIIPs
such that it is required to disclose information
relating to costs and charges, also include that
information)
(xiv) Consent of the Issuer to use the Prospectus during
the Offer Period: [Not applicable / Applicable with respect to any
Authorised Offeror specified below]
(xv) Authorised Offeror(s) in the Non-Exempt Offer
Jurisdiction(s) where the Non-Exempt Offer takes
place: [Not applicable / Name(s) and address(es) of the
financial intermediary(ies) appointed by the Issuer
to act as Authorised Offeror(s) including the legal
entity identifier ("LEI") where the Authorised
Offeror has legal personality / Any financial
intermediary which satisfies the conditions set out
below in item "Conditions attached to the consent
of the Issuer to use the Prospectus"]
(xvi) Conditions attached to the consent of the Issuer to
use the Prospectus: [Not applicable / Where the Issuer has given a
general consent to any financial intermediary to
use the Prospectus, specify any additional
conditions to those set out on pages 51 and 52 of
the Base Prospectus or indicate "See conditions
set out in the Base Prospectus".]
(xvii) Name(s) and address(es), to the extent known to
the Issuer or to the Authorised Offeror(s), of the

149
placers in the Non-Exempt Offer Jurisdiction(s)
where the Non-Exempt Offer takes place: [●]
3 RATINGS AND EURO EQUIVALENT
Ratings: [Not applicable] /
[Applicable:
The Obligations Foncières [are expected to
be/have been] rated [Aaa] by Moody's [and/or]
[AAA] by DBRS.]
[Moody's: [●]]
[DBRS: [●]]
[Other: [●]]
Each of Moody's, DBRS [and] [●] is established
in the European Union and is registered under
Regulation (EU) No. 1060/2009 of the European
Parliament and of the Council of 16 September
2009 on credit ratings agencies, as amended (the
"CRA Regulation"). [[Each of] [Moody's] [and/,]
[DBRS] [and] [●] is appearing on the list of credit
rating agencies published by [the European
Security and Markets Authority/ESMA]
on its website
(https://www.esma.europa.eu/credit-rating-
agencies/cra-authorisation).]
[[Each of] [●] is not established in the European
Union and has not applied for registration under
the Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16
September 2009 on credit ratings agencies, as
amended (the "CRA Regulation"), [[but the
rating[s] given by [[each of] [●]] [has been/will
be] endorsed by [●] in accordance with the CRA
Regulation]/[but [each of] [●]] is certified by [●]
which is established in the European Union, is
registered under the CRA Regulation and is
appearing on the list of registered credit rating
agencies published by [the European Securities
and Markets Authority/ESMA] on its website
(https://www.esma.europa.eu/credit-rating-
agencies/cra-authorisation).
[As such, the rating[s] issued by [[each of] [●]]
may be used for regulatory purposes in the
European Union in accordance with the CRA
Regulation.]]
(Need to include a brief explanation of the
meaning of the ratings if this has previously been
published by the rating provider, for instance:
"According to Moody's rating system, obligations
rated Aaa are judged to be of the highest quality,
with minimal credit risk. According to DBRS'
rating system, obligations rated AAA are judged to
be of the highest credit quality and the capacity for
the payment of financial obligations is
exceptionally high and unlikely to be adversely
affected by future events".)
(The above disclosure should reflect the rating
allocated to Obligations Foncières of the type

150
being issued under the Programme generally or,
where the issue has been specifically rated, that
rating.)
Euro equivalent: [Not applicable/€[●]] (Only applicable for
Obligations Foncières not denominated in Euro).
The aggregate principal amount of Obligations
Foncières issued has been converted into Euro at
the rate of [●], producing a sum of: [●]

4 SPECIFIC CONTROLLER
The specific controller (contrôleur spécifique) of the Issuer has delivered [(i)] a certificate relating to the
borrowing programme for the current quarter certifying that the value of the assets of the Issuer will be greater
than the value of its liabilities benefiting from the Privilège with respect to such quarterly borrowing programme
[and will deliver (ii) a certificate relating to the issue of the Obligations Foncières certifying that the value of the
assets of the Issuer will be greater than the value of its liabilities benefiting from the Privilège after settlement
of this issue and of the issues which have been the subject of previous attestations] 49

[5 NOTIFICATION
The Autorité des marchés financiers in France [has been requested to provide/has provided - include first
alternative for an issue which is contemporaneous with the update of the Programme and the second alternative
for subsequent issues] the [include names of competent authorities of host Member States of the EEA] with a
certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus
Regulation.]

[6 OTHER ADVISORS
If advisors are mentioned in these Final Terms, specify the capacity in which the advisors have acted.]

7 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
Need to include a description of any interest, including a conflict of interest that is material to the issue/offer,
detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following
statement:
["Save as discussed in section entitled ["Subscription and Sale"] of the Base Prospectus [and save for any fees
payable to the Managers in connection with the issue of Obligations Foncières,] so far as the Issuer is aware, no
person involved in the [issue/offer] of the Obligations Foncières has an interest material to the [issue/offer]."]/[●]
[The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the
ordinary course of business.]
[(When adding any other description, consideration should be given as to whether such matters described
constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus
under Article 23 of the Prospectus Regulation.)]

8 REASONS FOR THE OFFER, USE OF PROCEEDS, ESTIMATED NET PROCEEDS AND ESTIMATED
TOTAL EXPENSES
(i) Reasons for the offer and use of proceeds: [●]*/[The net proceeds will be used for the Issuer's
general corporate purposes]/[The Obligations
Foncières constitute
"[Green/Social/Sustainability] Obligations
Foncières" and the net proceeds will be used to
finance and/or refinance, in whole or in part,
[Eligible Green Loans/Eligible Social
Loans/Eligible Green Loans and Eligible Social
Loans] as defined in the Sfil Group Green, Social
and Sustainability Bond Framework as published
as of the Issue Date [of the first Tranche of the
Existing [Green/Social/Sustainability]
Obligations Foncières which is available on the

49
Only applicable if the amount of Obligations Foncières issued equals or exceeds €500,000,000 or its equivalent in any other currency.

151
website of the Issuer: [Include the direct link to the
relevant Sfil Group Green, Social and
Sustainability Bond Framework or Sfil Group
Social Note Framework]
[Describe specific loans and/or availability of the
Social Second Party Opinion or the Green, Social
and Sustainability Second Party Opinion and any
relevant third party opinions and/or where the
information can be obtained, etc...]]
*(See "Use of Proceeds" wording in Base
Prospectus – if the reasons for the offer are
different from financing and/or refinancing any
new or existing eligible loans, they will need to be
included here.)]
(ii) Estimated net proceeds: [●]
(If proceeds are intended for more than one use
will need to split out and present in order of
priority. If proceeds insufficient to fund all
proposed uses state amount and sources of other
funding.)
(iii) Estimated total expenses: [●]
(Expenses are required to be broken down into
each principal intended "use" and presented in
order of priority of such "uses".)

[9 FIXED RATE OBLIGATIONS FONCIERES ONLY – YIELD
Indication of yield [of Aggregate Nominal Amount of
the Tranche]:
[●]
Calculated as [include details of method of
calculation in summary form] on the Issue Date.
[(Only applicable for offer to the public pursuant
to a non-exempt offer in France) [yield gap of [●]
per cent. in relation to tax free French government
bonds (obligations assimilables au Trésor (OAT))
of an equivalent duration].
The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.]

[10 FLOATING RATE OBLIGATIONS FONCIERES ONLY – PERFORMANCE OF RATES
Details of performance of [CMS Rate/EURIBOR/€STR/SARON/SOFR/SONIA/TEC10 (or any other reference
rate)] rates can be obtained [but not] free of charge from [[●]/give details of electronic means of obtaining the
details of performance.]
[Amounts payable under the Obligations Foncières will be calculated by reference to [CMS
Rate/EURIBOR/€STR/SARON/SOFR/SONIA/TEC10 (or any other reference rate)] rates which is provided by
[●]. [As at [●], [●] [appears/does not appear] on the register of administrators and benchmarks established and
maintained by [the European Securities and Markets Authority/ESMA] pursuant to Article 36 of Regulation (EU)
2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in
financial instruments and financial contracts or to measure the performance of investment funds, as amended
(the "Benchmarks Regulation").] [As far as the Issuer is aware, [[●] is not required to be registered by virtue
of Article 2 of the Benchmarks Regulation]/[the transitional provisions in Article 51 of the Benchmarks
Regulation apply, such that [●] is not currently required to obtain authorisation or registration.]]




152
50
[11 INFLATION LINKED OBLIGATIONS FONCIERES ONLY – PERFORMANCE OF INDEX AND OTHER
INFORMATION CONCERNING THE UNDERLYING
(i) Name of underlying index: [●]
(ii) Information about the index, its volatility and past and future performance can be obtained: [●]
The Issuer [intends to provide post-issuance information [specify what information will be reported and where it
can be obtained]] [does not intend to provide post-issuance information].

12 DISTRIBUTION
(i) Method of distribution: [Syndicated/Non-syndicated]
(ii) If syndicated:
(A) Names, addresses and underwriting
commitments of Managers: [Not applicable/give names, addresses and
underwriting commitments]
(Include names and addresses of entities agreeing
to underwrite the issue on a firm commitment basis
and names and addresses of the entities agreeing
to place the issue without a firm commitment or on
a "best efforts" basis if such entities are not the
same as the Managers. Indication of the material
features of the agreements, including the quotas.
Where not all of the issue is underwritten, a
statement of the portion not covered.)
(B) Date of Subscription Agreement: [●]
(C) Stabilisation Manager(s) (if any): [Not applicable / [●] give name and address]
(iii) If non-syndicated, name and address of Manager: [Not applicable/ [●] give names and addresses]
(iv) Indication of the overall amount of the
underwriting commission and of the placing
[[●] per cent. of the Aggregate Nominal Amount
commission:
of the Tranche]/[Not applicable]
(v) [Singapore sales to Institutional Investors and
Accredited Investors only: [Applicable/Not applicable]
(If there is no offer of the Obligations Foncières in
Singapore, delete this paragraph)
(If the Obligations Foncières are offered in
Singapore to Institutional Investors and
Accredited Investors (as defined under the
Securities and Futures Act 2001 of Singapore)
only, "Applicable" should be specified. If the
Obligations Foncières are also offered in
Singapore to investors other than Institutional
Investors and Accredited Investors (as defined
under the Securities and Futures Act 2001 of
Singapore), "Not Applicable" should be
specified.)]
(vi) US Selling Restrictions (Categories of potential
investors to which the Obligations Foncières are
offered): [Reg. S Compliance Category 1 applies to the
Obligations Foncières; TEFRA C/TEFRA
D/TEFRA not applicable]
(vii) Prohibition of sales to EEA retail investors: [Not applicable/ Applicable]
(If the Obligations Foncières clearly do not
constitute "packaged" products or the Obligations

50
Required only for securities giving rise to payment or delivery obligations linked to an underlying asset to which Annex 17 to the Commission Delegated Regulation
(EU) 2019/980, as amended (the "Prospectus Delegated Regulation") applies.

153
Foncières do constitute "packaged" products and
a key information document will be prepared in the
EEA, "Not applicable" should be specified. If the
Obligations Foncières may constitute "packaged"
products and no key information document will be
prepared, "Applicable" should be specified and the
legend entitled "Prohibition of Sales to EEA Retail
Investors" on the cover page of the Final Terms
should be included. For the purpose of the above,
a "packaged" product shall designate a "packaged
retail investment product" which means in
accordance with Regulation (EU) No 1286/2014
of 26 November 2014 an investment, where,
regardless of the legal form of the investment, the
amount repayable to the retail investor is subject
to fluctuations because of exposure to reference
values or to the performance of one or more assets
which are not directly purchased by the retail
investor).
(viii) Prohibition of sales to UK retail investors: [Applicable/Not applicable]
(If the Obligations Foncières clearly do not
constitute "packaged" products or the Obligations
Foncières do constitute "packaged" products and
a key information document will be prepared in the
UK, "Not applicable" should be specified. If the
Obligations Foncières may constitute "packaged"
products and no key information document will be
prepared, "Applicable" should be specified.)

[13 DERIVATIVES ONLY – OTHER
Date of underwriting agreement: [●]
Name and address of Calculation Agent: [●]
Other markets on which securities of the same class of the
Obligations Foncières to be admitted to trading are
[●]
already admitted to trading:
[Information on taxes on the income from the Obligations
Foncières withheld at source in the country where
admission to trading (other than in France) is sought:
[●]]

14 OPERATIONAL INFORMATION
(i) ISIN: [●]
(ii) Common Code: [●]
(iii) [FISN Code: [[●], as updated and as set out on the website of the
Association of National Numbering Agencies
(ANNA) or alternatively sourced from the
responsible National Numbering Agency that
assigned the ISIN/Not Applicable] (If the FISN
Code is not required, it should be specified as "Not
Applicable".)] (If the FISN Code is not available,
delete this paragraph)
(iv) [CFI Code: [[●], as updated and as set out on the website of the
Association of National Numbering Agencies
(ANNA) or alternatively sourced from the
responsible National Numbering Agency that
assigned the ISIN/Not Applicable] (If the CFI
Code is not required, it should be specified as "Not

154
Applicable".)] (If the CFI Code is not available,
delete this paragraph)
(v) Depositaries:
(a) Euroclear France to act as Central Depositary:
[Yes/No]
(b) Common Depositary for Euroclear Bank
SA/NV and Clearstream: [Yes/No]
(vi) Any clearing system(s) other than Euroclear and
Clearstream and the relevant identification
number(s): [Not applicable / [●] give name(s) and
number(s)][and addresses])]
(vii) Delivery: Delivery [against/free of] payment
(viii) Name and address of the Calculation Agent: [●]
(ix) Names and addresses of initial Paying Agent(s):
[Banque Internationale à Luxembourg, société
anonyme
69, route d'Esch
L-2953 Luxembourg
Grand-Duchy of Luxembourg] / [●]
(x) Names and addresses of additional Paying Agent(s)
(if any): [●]
(xi) Name and address of the entities which have a firm
commitment to act as intermediaries in secondary
trading, providing liquidity through bid and offer
rates and description of the main terms of their
commitment: [Not applicable / [●] (give names(s), address(es)
and description)]




155
[ANNEX – ISSUE SPECIFIC SUMMARY]

[insert the issue specific summary]




156
FORM OF FINAL TERMS 2
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF OBLIGATIONS FONCIÈRES
WITH A DENOMINATION OF AT LEAST €100,000 TO BE ADMITTED TO TRADING ON A REGULATED
MARKET AND ISSUES OF OBLIGATIONS FONCIÈRES TO BE ADMITTED TO TRADING ONLY ON A
REGULATED MARKET, OR SPECIFIC SEGMENT OF A REGULATED MARKET, TO WHICH ONLY
QUALIFIED INVESTORS HAVE ACCESS
PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Obligations Foncières
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means
a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, "MiFID II");
or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of
20 January 2016 on insurance distribution, as amended (the "Insurance Distribution Directive") where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of
26 November 2014 on key information documents for packaged retail and insurance-based investment products (as
amended, the "PRIIPs Regulation") for offering or selling the Obligations Foncières or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Obligations Foncières or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION - PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Obligations
Foncières are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a
person who is one (or both) of: (i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document
required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Obligations Foncières or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Obligations Foncières or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
[51MiFID II product governance / Professional investors and eligible counterparties only target market – Solely for
the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in respect of the
Obligations Foncières, taking into account the five (5) categories referred to in item 19 of the Guidelines published by
the European Securities and Markets Authority [("ESMA")] on 3 August 2023, has led to the conclusion that: (i) the target
market for the Obligations Foncières is eligible counterparties and professional clients only, each as defined in MiFID II;
and (ii) all channels for distribution of the Obligations Foncières to eligible counterparties and professional clients are
appropriate. [Consider any negative target market52] Any person subsequently offering, selling or recommending the
Obligations Foncières (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of
the Obligations Foncières (by either adopting or refining the manufacturer['s/s'] target market assessment) and
determining appropriate distribution channels.] 53

[54UK MiFIR product governance / Professional investors and eligible counterparties only target market – Solely
for the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in respect of the
Obligations Foncières has led to the conclusion that: (i) the target market for the Obligations Foncières is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("UK MiFIR"); and (ii) all channels for distribution of the Obligations Foncières to eligible counterparties and

51
Legend to be included following completion of the target market assessment in respect of the Obligations Foncières, taking into account the five (5) categories referred
to in item 19 of the Guidelines published by ESMA on 3 August 2023.
52
ICMA 1 and ICMA 2 approaches envisage that a negative target market will be unlikely. Note that a programme which only envisages vanilla issuance is unlikely to
require a negative target market placeholder. If a negative target market is deemed necessary, wording along the following lines could be included: "The target market
assessment indicates that Obligations Foncières are incompatible with the needs, characteristic and objectives of clients which are [fully risk averse/have no risk
tolerance or are seeking on-demand full repayment of the amounts invested]."
53
Legend to be included if the Obligations Foncières are not intended to be sold to retail clients.
54
The legend may not be necessary if the managers in relation to the Obligations Foncières are not subject to UK MiFIR and therefore there are no UK MiFIR
manufacturers. Depending on the location of the manufacturers, there may be situations where either the MiFID II product governance legend or the UK MiFIR product
governance legend or where both are included.

157
professional clients are appropriate. [Consider any negative target market]55. Any person subsequently offering, selling
or recommending the Obligations Foncières (a "distributor") should take into consideration the manufacturer['s/s'] target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook is responsible for undertaking its own target market assessment in respect of the Obligations Foncières (by
either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution
channels.] 56

[SINGAPORE SFA PRODUCT CLASSIFICATION – In connection with Section 309B(1)(c) of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined,
and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Obligations Foncières are
[prescribed capital markets products]/[capital markets products other than prescribed capital markets products] (as defined
in the CMP Regulations 2018) and [are] [Excluded]/[Specified] Investment Products (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).]57




55
ICMA 1 and ICMA 2 approaches envisage that a negative target market will be unlikely. Note that a programme which only envisages vanilla issuance is unlikely to
require a negative target market placeholder. If a negative target market is deemed necessary, wording along the following lines could be included: "The target market
assessment indicates that Obligations Foncières are incompatible with the needs, characteristic and objectives of clients which are [fully risk averse/have no risk tolerance
or are seeking on-demand full repayment of the amounts invested]."
56
Legends to be included if the Obligations Foncières are not intended to be sold to retail clients.
57
For any Obligations Foncières to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Obligations Foncières pursuant to Section
309B of the SFA prior to the launch of the offer.

158
Final Terms dated [●]




CAISSE FRANÇAISE DE FINANCEMENT LOCAL
(the "Issuer")

Legal entity identifier (LEI): 549300E6W08778I4OW85


Issue of [Aggregate Nominal Amount of Tranche] Rate [Title of Obligations Foncières]

(the "Obligations Foncières")

[to be assimilated (assimilées) and form a single series with the existing issue of [Aggregate Nominal Amount of
Tranche] Rate [Title of Obligations Foncières] (the "Existing Obligations Foncières")]

under the

€75,000,000,000
Euro Medium Term Note Programme
for the issue of Obligations Foncières



SERIES NO: [●]
TRANCHE NO: [●]




Issue Price: [●] per cent.

[Name(s) of Manager(s)]




159
PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions")
set forth in the base prospectus dated 10 June 2025 which received approval number 25-204 from the Autorité des marchés
financiers (the "AMF") on 10 June 2025[, as supplemented by the supplement(s) to the base prospectus dated [●] which
received approval number [●] from the AMF on [●]] ([together,] the "Base Prospectus") which [together] constitute[s] a
base prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a
regulated market, as amended (the "Prospectus Regulation").
This document constitutes the final terms (the "Final Terms") of the Obligations Foncières for the purposes of Article 8.4
of the Prospectus Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant
information. The Base Prospectus [and these Final Terms] 58 [is/are] available for viewing free of charge on the website
of the AMF (www.amf-france.org) and on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/) in accordance with
applicable laws and regulations. [In addition59, the Base Prospectus [and these Final Terms] [is/are] available for viewing
[on [[●]/[the website of the Luxembourg Stock Exchange (www.bourse.lu)]]/at] [●].]
[The following alternative language applies if the first tranche of an issue which is being increased was issued under a
Base Prospectus and/or an Offering Circular with an earlier date.]
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions"),
which are the [2006/2007/2008/2009/Additional 2009/2010/2013/2014/2015/2016/2017/2018/2019/2020/Additional
2020/2021/2022/2023/2024/Additional 2024] EMTN Conditions which are incorporated by reference in the base
prospectus dated 10 June 2025 which received approval number 25-204 from the Autorité des marchés financiers (the
"AMF") on 10 June 2025[, as supplemented by the supplement(s) to the base prospectus dated [●] which received
approval number [●] from the AMF on [●]] ([together,] the "Base Prospectus") which [together] constitute[s] a base
prospectus for the purposes of Article 8.4 of Regulation (EU) 2017/1129 of the European Parliament and of the Council
of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a
regulated market, as amended (the "Prospectus Regulation").
This document constitutes the final terms (the "Final Terms") of the Obligations Foncières for the purposes of Article 8.4
of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant
information, save in respect of section entitled "Terms and Conditions of the Obligations Foncières" of the Base
Prospectus which is replaced by the [2006/2007/2008/2009/Additional
2009/2010/2013/2014/2015/2016/2017/2018/2019/2020/Additional 2020/2021/2022/2023/2024/Additional 2024]
EMTN Conditions. The Base Prospectus [and these Final Terms] 60 [is/are] available for viewing free of charge on the
website of the AMF (www.amf-france.org) and on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/) in
accordance with applicable laws and regulations. [In addition61, the Base Prospectus [and these Final Terms] [is/are]
available for viewing [on [[●]/[the website of the Luxembourg Stock Exchange (www.bourse.lu)]]/at] [●].]
[Include whichever of the following apply or specify as "Not applicable". Note that the numbering should remain as set
out below, even if "Not applicable" is indicated for individual paragraphs (in which case the sub-paragraphs of the
paragraphs which are not applicable can be deleted). Italics denote guidance for completing the Final Terms.]
1 Issuer: Caisse Française de Financement Local
2 (i) Series Number: [●]
(ii) Tranche Number: [●]
[(iii) Date on which the Obligations Foncières
become fungible: The Obligations Foncières will be assimilated
(assimilées) and form a single series with the
existing [insert description of the Series] issued
by the Issuer on [insert date] (the "Existing
Obligations Foncières") as from the Issue Date
of this Tranche.]
3 Specified Currency62: [●]
4 Aggregate Nominal Amount:

58
If the Obligations Foncières are admitted to trading on a Regulated Market.
59
If the Obligations Foncières are admitted to trading on a Regulated Market other than Euronext Paris.
60
If the Obligations Foncières are admitted to trading on a Regulated Market.
61
If the Obligations Foncières are admitted to trading on a Regulated Market other than Euronext Paris.
62
Please note that with respect to any domestic issue settled from an Issuer account situated in France, payments relating to Obligations Foncières shall be made in Euro
(according to Article 1343-3 of the French Code civil).

160
(i) Series: [●]
(ii) Tranche: [●]
5 Issue Price: [●] per cent. of the Aggregate Nominal Amount
[plus accrued interest from [insert date] (if
applicable)]
6 Specified Denomination[s]: [●] (one denomination only for Dematerialised
Obligations Foncières)63
7 (i) Issue Date: [●]
(ii) Interest Commencement Date: [Specify/Issue Date// Not applicable]
8 Maturity Date: [specify date or (for Floating Rate Obligations
Foncières) Interest Payment Date falling in or
nearest to the relevant month and year]
9 Interest Basis: [[●] per cent. Fixed Rate]
[[●] month [CMS
Rate/EURIBOR/€STR/SARON/SOFR/SONI
A/TEC10 or any other reference rate] +/- [●]
per cent. Floating Rate]
[Fixed/Floating Rate]
[Fixed Rate/Formula Obligations Foncières]
[Zero Coupon]
[CPI Linked Interest]
[HICP Linked Interest]
[[Index/ Underlying / CPI/ HICP/ Digital]
Formula Obligations Foncières]
[(further particulars specified below)]
55
10 Redemption Basis: Subject to any purchase and cancellation or
early redemption, the Obligations Foncières
will be redeemed on the Maturity Date [at [100]
per cent. of their nominal amount / pursuant to
Condition 6(c) (for Inflation Linked
Obligations Foncières, as the case may be)].
11 Change of Interest Basis: [Applicable (for (i) Fixed/Floating Rate
Obligations Foncières or (ii) Fixed
Rate/Formula Obligations Foncières) / Not
applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
[Optional Change of Interest Date / Automatic
Change of Interest Date: [●]]
[Specify details for convertibility of (i) the
Fixed/Floating Rate Obligations Foncières in
accordance with the provisions of
Condition 5(d) or (ii) the Fixed Rate/Formula
Obligations Foncières in accordance with the
provisions of Conditions 5(e)]
12 Call Options: [Issuer Call/Not applicable]
[(further particulars specified below)]


63
Unless permitted by then current laws and regulations, Obligations Foncières (including Obligations Foncières denominated in Sterling) which have a maturity of less
than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of
Section 19 of the Financial Services and Markets Act 2000, as amended, must have a minimum redemption amount of £100,000 (or its equivalent in other currencies).

161
13 Dates of the corporate authorisations for issuance of
Obligations Foncières obtained: Decision of the Directoire of Caisse Française
de Financement Local dated [●]

PROVISIONS RELATING TO INTEREST (IF ANY)
PAYABLE
14 Fixed Rate Obligation Foncière Provisions: [In respect of Fixed/Floating Rate Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:]
[Applicable/Not applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Rate[(s)] of Interest: [●] per cent. per annum [payable
[annually/semi-
annually/quarterly/monthly/other] in [arrear on
each Interest Payment Date/advance on [●]]]
(ii) Interest Payment Date(s): [●] in each year [adjusted in accordance with
[specify Business Day Convention and any
applicable Business Centre(s) for the definition
of "Business Day"]/commencing on [●] to, and
including, the Maturity Date, not adjusted]
(iii) Fixed Coupon Amount[(s)]: [[●] per Specified Denomination/Not
applicable]
(iv) Broken Amount(s): [●] payable on the Interest Payment Date
falling [in/on] [●] (Insert particulars of any
initial or final Broken Amount(s) of interest
which do not correspond with the Fixed
Coupon Amount(s))
(v) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(vi) Determination Date(s) (Condition 5(a)): [●] in each year (insert regular Interest
Payment Dates, ignoring Issue Date or
Maturity Date in the case of a long or short first
or last Coupon. N.B. only relevant where Day
Count Fraction is Actual/Actual (ICMA))
(vii) Business Day Convention: [Floating Rate Business Day
Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/Not applicable]
(viii) Business Centre(s): [●]/[Not applicable]
15 Floating Rate Obligation Foncière Provisions: [In respect of Fixed/Floating Rate Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:]
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph).
(i) Interest Period(s): [●]
(ii) Specified Interest Payment Dates: [●]


162
(iii) First Specified Interest Payment Date: [●]
(iv) Interest Period Date: [●] (Not applicable unless different from
Interest Payment Dates)
(v) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention]
(vi) Business Centre(s) (Condition 5(a)): [●]
(vii) Manner in which the Rate(s) of Interest is/are
to be determined: [Screen Rate Determination/FBF
Determination/ISDA Determination]
(viii) Calculation Agent responsible for calculating
the Rate(s) of Interest and Interest Amount(s)
(if not the Calculation Agent): [[●]/ Not applicable]
(ix) Screen Rate Determination (Condition [Applicable/Not applicable] (If not applicable,
5(c)(iii)(C)): delete the remaining sub-paragraphs of this
paragraph)
- Reference Rate: [CMS Rate / EURIBOR / €STR / SARON /
SOFR / SONIA /TEC10 (or any other reference
rate)]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
- Relevant Inter-Bank Market: [●]
- Relevant Screen Page Time: [●]
- Interest Determination Date(s): [●] [[TARGET] Business Days in [specify city]
for [specify currency]] / [Zurich Banking Days
(if SARON)]] / [U.S Government Securities
Business Days (if SOFR)] / [London Banking
Days (if SONIA) prior to [the first day in each
Interest Accrual Period/each Interest Payment
Date] [, subject to adjustment in accordance
with [Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention].]
- Relevant Screen Page: [●]
(In the case of €STR or SOFR, delete this
paragraph)
- Reference Banks (if Relevant Screen Page is
"Reference Banks"): [[●] (Specify four)]/[As per Condition 5(a)]
(In the case of €STR or SOFR, delete this
paragraph)]
- [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
- [Relevant Financial Centre: [●]]
- [Designated Maturity: [●]]
- [Specified Time: [●]]


163
(only applicable in the case of CMS Rate)
- [€STR Observation Look-Back Period: [[●] TARGET Business Day (specify) / Not
applicable]
(only applicable in the case of €STR)
- [SARON Observation Look-Back Period: [[●] Zurich Banking Days / Not applicable]]
(only applicable in the case of SARON)
- [SONIA Observation Look-Back Period: [[●] London Banking Days] [Not applicable]]
(only applicable in the case of SONIA)
- [SONIA Rate of Interest Determination: [SONIA Shift Compound / SONIA Lookback
Compound / SONIA Compounded Index]
(only applicable in the case of SONIA)
- [SOFR Observation Look-Back Period: [[●] U.S. Government Securities Business
Days (specify) / Not applicable]
(only applicable in the case of SOFR)
- [SOFR Rate of Interest Determination: [SOFR Arithmetic Mean / SOFR Lockout
Compound / SOFR Lookback Compound /
SOFR Shift Compound / SOFR Index
Average]]
(only applicable in the case of SOFR)
- [SOFR Rate Cut-Off Date: The day that is the [second / [●]] U.S.
Government Securities Business Day prior to
the Interest Payment Date in relation to the
relevant Interest Accrual Period.]
(only applicable in the case of SOFR)
(x) FBF Determination (Condition 5(c)(iii)(A)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Floating Rate: [●]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
- Floating Rate Determination Date (Date de
Détermination du Taux Variable): [●]
(N.B. the fallback provisions applicable to FBF
Determination under the Benchmark Events
Technical Schedule published by the FBF in
January 2020 are reliant upon the provision by
reference banks of offered quotations for
EURIBOR which, depending on market
circumstances, may not be available at the
relevant time)
(xi) ISDA Determination (Condition 5(c)(iii)(B)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- ISDA Definitions: [2006 ISDA Definitions/2021 ISDA
Definitions]
- Floating Rate Option: [●]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last
164
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
(If "2021 ISDA Definitions" is selected, ensure
this is a Floating Rate Option included in the
Floating Rate Matrix (as defined in the 2021
ISDA Definitions))
- Designated Maturity: [●]
- Reset Date: [●]
(N.B. the fallback provisions applicable to
ISDA Determination under the ISDA
Definitions are reliant upon the provisions by
reference banks of offered quotations for
EURIBOR which, depending on market
circumstances, may not be available at the
relevant time)
(Sub-paragraphs below only relevant if "2021
ISDA Definitions" is selected – otherwise,
delete)
- Calculation Period: [●]
- Fixing Day: [●]
- Effective Date: [Interest Commencement Date / [●]]
- Termination Date: [As per Condition 5(c)(iii)(B)(b) / [●]]
- Delayed Payment: [Applicable[: specify applicable number of
days] (if no number is specified, the applicable
number of days shall be five (5) days) / Not
applicable]
- Compounding: [Applicable / Not applicable]
(Only applicable where the Floating Rate
Option is an oversight rate)
- OIS Compounding: [Applicable / Not applicable]
- Compounding with Lookback: [Applicable / Not applicable]
[Lookback: [●]]
(If no number is specified, and there is no
default applicable to the Floating Rate Option,
the default value will be five (5))
- Compounding with Observation Period
Shift: [Applicable / Not applicable]
[Observation Period Shift: [●]]
(If no number is specified, and there is no
default applicable to the Floating Rate Option,
the default value will be five (5))
- Set in Advance: [Applicable / Not applicable]
- Observation Period Shift Additional
Business Days: [●]
- Compounding with Lockout: [Applicable / Not applicable]
Lockout Period Business Day: [specify the
relevant financial centre(s)]
[Lockout: [●]]


165
(If no number is specified, and there is no
default applicable to the Floating Rate Option,
the default value of the Lockout will be five (5))
- 2021 ISDA Definitions Linear Interpolation [Applicable (specify the Shorter Designated
Maturity and the Longer Designated Maturity,
each as defined in the 2021 ISDA Definitions) /
Not applicable]]
(xii) Margin(s): [[+/-] [●] per cent. per annum]/[Not applicable]
(xiii) Minimum Rate of Interest: [In accordance with Condition 5(h)] / [[●] per
cent. per annum]64
(xiv) Maximum Rate of Interest: [Not applicable] / [●] per cent. per annum
(xv) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
16 Inflation Linked Obligation Foncière Provisions [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Index: [CPI/HICP]
(ii) Calculation Agent responsible for calculating
the interest due (if not the Calculation Agent): [[●]/ Not applicable]
(iii) Interest Period(s): [●]
(iv) Interest Payment Dates: [●]
(v) Interest Determination Date: [●]
(vi) Base Reference: [CPI/HICP] Daily Inflation Reference Index
applicable on [specify date] (amounting to: [●])
(vii) Rate of Interest: [●] per cent. per annum multiplied by the
Inflation Index Ratio
(viii) Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(ix) Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest period
end dates and not to the date and place of
payment, to which item 27 relates)
(x) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[[●] per
cent. per annum]65
(xi) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
17 Index Formula: [In respect of Fixed Rate /Formula Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:]




64
[In no event shall the amount of interest payable be less than zero.]
65
[In no event shall the amount of interest payable be less than zero.]

166
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Index1: [Index Reference Rate / CPI Reference Rate/
HICP Reference Rate / zero]
(ii) Designated Maturity of Index1: [●]
(iii) Index2: [Index Reference Rate / CPI Reference Rate /
HICP Reference Rate / zero]
(iv) Designated Maturity of Index2: [●]
(v) Participation: [●]
(vi) Spread: [●] per cent.
(vii) Leverage1: [[●] with respect to each Interest Accrual
Period] [The Leverage1 set out in the following
table:]
Interest Accrual Leverage1 Period:
[●] [●]
(Specify relevant Leverage1 for each Interest
Accrual Period)
(viii) Leverage2: [[●] with respect to each Interest Accrual
Period] [The Leverage2 set out in the following
table:]
Interest Accrual Leverage2 Period:
[●] [●]
(Specify relevant Leverage2 for each Interest
Accrual Period)
(ix) Interest Period(s): [●]
(x) Specified Interest Payment Dates: [●]
(xi) First Specified Interest Payment Date: [●]
(xii) Interest Period Date: [●]
(Not applicable unless different from Interest
Payment Date)
(xiii) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention/other (give details)]
(xiv) Business Centre(s) (Condition 5(a)): [●]
(xv) Calculation Agent responsible for calculating
the Rate(s) of Interest and Interest Amount(s)
(if not the Calculation Agent): [[●]/ Not applicable]
(xvi) Screen Rate Determination for Index1
(Condition 5(c)(iii)(C)):
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Reference Rate: [CMS Rate / EURIBOR / €STR / SARON /
SOFR / SONIA /TEC10 (or any other reference
rate)]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last

167
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
- Relevant Inter-Bank Market: [●]
- Relevant Screen Page Time: [●]
- Interest Determination Date(s): [●] [[TARGET] Business Days in [specify city]
for [specify currency]] / [Zurich Banking Days
(if SARON)]] / [U.S Government Securities
Business Days (if SOFR)] / [London Banking
Days (if SONIA)] prior to [the first day in each
Interest Accrual Period/each Interest Payment
Date] [, subject to adjustment in accordance
with [Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention].]
- Relevant Screen Page: [●]
(In the case of €STR or SOFR, delete this
paragraph)
- [Reference Banks (if Relevant Screen Page
is "Reference Banks"): [[●] (Specify four)]/[As per Condition 5(a)]
(In the case of €STR or SOFR, delete this
paragraph)]
- [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
- [Relevant Financial Centre: [●]]
- [Designated Maturity: [●]]
- [Specified Time: [●]]
(only applicable in the case of CMS Rate)
- [€STR Observation Look-Back Period: [[●] TARGET Business Day (specify) / Not
applicable]
(only applicable in the case of €STR)
- [SARON Observation Look-Back Period: [[●] Zurich Banking Days / Not applicable]]
(only applicable in the case of SARON)
- [SONIA Observation Look-Back Period: [[●] London Banking Days] [Not applicable]]
(only applicable in the case of SONIA)
- [SONIA Rate of Interest Determination: [SONIA Shift Compound / SONIA Lookback
Compound / SONIA Compounded Index]
(only applicable in the case of SONIA)
- [SOFR Observation Look-Back Period: [[●] U.S. Government Securities Business
Days (specify) / Not applicable]
(only applicable in the case of SOFR)
- [SOFR Rate of Interest Determination: [SOFR Arithmetic Mean / SOFR Lockout
Compound / SOFR Lookback Compound /
SOFR Shift Compound]]
(only applicable in the case of SOFR)
- [SOFR Rate Cut-Off Date: The day that is the [second / [●]] U.S.
Government Securities Business Day prior to


168
the Interest Payment Date in relation to the
relevant Interest Accrual Period.]
(only applicable in the case of SOFR)
(xvii) Screen Rate Determination for Index2
(Condition 5(c)(iii)(C)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph
- Reference Rate: [CMS Rate / EURIBOR / €STR / SARON /
SOFR / SONIA / TEC10 (or any other
reference rate)]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
- Relevant Inter-Bank Market: [●]
- Relevant Screen Page Time: [●]
- Interest Determination Date(s): [●] [[TARGET] Business Days in [specify city]
for [specify currency]] / [Zurich Banking Days
(if SARON)] / [U.S Government Securities
Business Days (if SOFR)] / [London Banking
Days (if SONIA)] prior to [the first day in each
Interest Accrual Period/each Interest Payment
Date] [, subject to adjustment in accordance
with [Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention].]
- Relevant Screen Page: [●]
(In the case of €STR or SOFR, delete this
paragraph)
- [Reference Banks (if Relevant Screen Page [[●] (Specify four)]/[As per Condition 5(a)]
is "Reference Banks"):
(In the case of €STR or SOFR, delete this
paragraph)]
- [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
- [Relevant Financial Centre: [●]]
- [Designated Maturity: [●]]
- [Specified Time: [●]]
(only applicable in the case of CMS Rate)
- [€STR Observation Look-Back Period: [[●] TARGET Business Day (specify) / Not
applicable]
(only applicable in the case of €STR)
- [SARON Observation Look-Back Period: [[●] Zurich Banking Days / Not applicable]]
(only applicable in the case of SARON)
- [SONIA Observation Look-Back Period: [[●] London Banking Days] [Not applicable]]
(only applicable in the case of SONIA)
- [SOFR Observation Look-Back Period: [[●] U.S. Government Securities Business
Days (specify) / Not applicable]


169
(only applicable in the case of SOFR)
- [SOFR Rate of Interest Determination: [SOFR Arithmetic Mean / SOFR Lockout
Compound / SOFR Lookback Compound /
SOFR Shift Compound]]
(only applicable in the case of SOFR)
- [SOFR Rate Cut-Off Date: The day that is the [second / [●]] U.S.
Government Securities Business Day prior to
the Interest Payment Date in relation to the
relevant Interest Accrual Period.]
(only applicable in the case of SOFR)
(xviii) ISDA Determination for Index1 (Condition
5(c)(iii)(B)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Floating Rate Option: [●]
- Designated Maturity: [As specified above for Index1]
- Reset Date: [●]
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xix) ISDA Determination for Index2 (Condition
5(c)(iii)(B)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Floating Rate Option: [●]
- Designated Maturity: [As specified above for Index2]
- [Relevant Financial Centre: [●]]
- Reset Date: [●]
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xx) Inflation determination for Index1: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Index: [CPI Reference Rate / HICP Reference Rate]
- Interest Determination Date: [[●] / [●] [TARGET] Business Days in [specify
city] for [specify currency] prior to [the first
day in each Interest Accrual Period/each
Interest Payment Date] [, subject to adjustment
in accordance with [Following Business Day
Convention/Modified Following Business Day
Convention /Preceding Business Day
Convention/other (give details)].]
- M: [●] month(s)
- M': [●] month(s)
- Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]

170
- Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest
period end dates and not to the date and place
of payment, to which item 26 relates)
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxi) Inflation determination for Index2: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Index: [CPI Reference Rate / HICP Reference Rate]
- Interest Determination Date: [●]
- M: [●] month(s)
- M': [●] month(s)
- Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
- Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest
period end dates and not to the date and place
of payment, to which item 26 relates)
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxii) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[●] per
cent. per annum66
(xxiiii) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxiv) Margin(s): [zero]
(xxv) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
18 Underlying Formula: [In respect of Fixed Rate /Formula Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:]
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Designated Maturity: [●]
(ii) [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
(iii) Relevant Screen Page: [●]
(iv) Specified Time: [●] [a.m.][p.m.] ([●] time)
(v) Participation: [●]
(vi) Spread: [●] per cent. per annum

66
[In no event shall the amount of interest payable be less than zero.]

171
(vii) Underlying: [TEC][CMS Rate]
(viii) k: [●]
(ix) Interest Period(s): [●]
(x) Specified Interest Payment Dates: [●]
(xi) First Specified Interest Payment Date: [●]
(xii) Interest Period Date: [●]
(Not applicable unless different from Interest
Payment Date)
(xiii) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention/other (give details)]
(xiv) Business Centre(s) (Condition 5(a)): [●]
(xv) Calculation Agent responsible for calculating
the Rate(s) of Interest and Interest Amount(s)
(if not the Calculation Agent): [[●]/ Not applicable]
(xvi) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[●] per
cent. per annum67
(xvii) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xviii) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(xix) Interest Determination Date: [●]
19 CPI Formula: [In respect of Fixed Rate /Formula Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:]
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) M: [●] month(s)
(ii) M': [●] month(s)
(iii) Spread: [●]
(iv) Calculation Agent responsible for calculating
the interest due (if not the Calculation Agent): [[●]/ Not applicable]
(v) Interest Period(s): [●]
(vi) Specified Interest Payment Date(s): [●]
(vii) Interest Determination Date: [●]
(viii) Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond



67
[In no event shall the amount of interest payable be less than zero.]

172
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(ix) Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest period
end dates and not to the date and place of
payment, to which item 26 relates)
(x) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[●] per
cent. per annum68
(xi) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xii) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention/other (give details)]
20 HICP Formula: [In respect of Fixed Rate /Formula Obligations
Foncières: from (and including) [●] to (but
excluding) [●]:]
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) M: [●] month(s)
(ii) M': [●] month(s)
(iii) Spread: [●]
(iv) Calculation Agent responsible for calculating
the interest due (if not the Calculation Agent): [[●]/ Not applicable]
(v) Interest Period(s): [●]
(vi) Specified Interest Payment Date(s): [●]
(vii) Interest Determination Date: [●]
(viii) Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
(ix) Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest period
end dates and not to the date and place of
payment, to which item 28 relates)
(x) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[●] per
cent. per annum69
(xi) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xii) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention/other (give details)]
21 2
Binary Formula: [In respect of Fixed Rate /Formula Obligations
0 Foncières: from (and including) [●] to (but
excluding) [●]:]



68
[In no event shall the amount of interest payable be less than zero.]
69
[In no event shall the amount of interest payable be less than zero.]

173
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Binary Formula: [Binary Formula 1 / Binary Formula 2]
(ii) Barrier: [●] per cent.
(iii) Fixed Rate 1: [●] per cent. per annum
(iv) Fixed Rate 2: [●] per cent. per annum
(v) Index1: [Index Reference Rate / CPI Reference Rate /
HICP Reference Rate / zero]
(vi) Designated Maturity of Index1: [●]
(vii) Index2: [Index Reference Rate / CPI Reference Rate /
HICP Reference Rate / zero]
(viii) Designated Maturity of Index2: [●]
(ix) Leverage1: [[●] with respect to each Interest Accrual
Period] [The Leverage1 set out in the following
table:]
Interest Accrual Leverage1 Period:
[●] [●]
(Specify relevant Leverage1 for each Interest
Accrual Period)
(x) Leverage2: [[●] with respect to each Interest Accrual
Period] [The Leverage2 set out in the following
table:]
Interest Accrual Leverage2 Period:
[●] [●]
(Specify relevant Leverage2 for each Interest
Accrual Period)
(xi) Interest Period(s): [●]
(xii) Specified Interest Payment Dates: [●]
(xiii) First Specified Interest Payment Date: [●]
(xiv) Interest Period Date: [●]
(Not applicable unless different from Interest
Payment Date)
(xv) Business Day Convention: [Floating Rate Business Day Convention/
Following Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention/other (give details)]
(xvi) Business Centre(s) (Condition 5(a)): [●]
(xvii) Calculation Agent responsible for calculating
the Rate(s) of Interest and Interest Amount(s)
(if not the Calculation Agent): [[●]/ Not applicable]
(xviii) Screen Rate Determination for Index1
(Condition 5(c)(iii)(C)):
[Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)



174
- Reference Rate: [CMS Rate / EURIBOR / €STR / SARON /
SOFR / SONIA /TEC10 (or any other reference
rate)]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
- Relevant Inter-Bank Market: [●]
- Relevant Screen Page Time: [●]
- Interest Determination Date(s): [●] [[TARGET] Business Days in [specify city]
for [specify currency]] / [Zurich Banking Days
(if SARON)]] / [U.S Government Securities
Business Days (if SOFR)] / [London Banking
Days (if SONIA)] prior to [the first day in each
Interest Accrual Period/each Interest Payment
Date] [, subject to adjustment in accordance
with [Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention].]
- Relevant Screen Page: [●]
(In the case of €STR or SOFR, delete this
paragraph)
- [Reference Banks (if Relevant Screen Page
is "Reference Banks"): [[●] (Specify four)]/[As per Condition 5(a)]
(In the case of €STR or SOFR, delete this
paragraph)]
- [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
- [Relevant Financial Centre: [●]]
- [Designated Maturity: [●]]
- [Specified Time: [●]]
(only applicable in the case of CMS Rate)
- [€STR Observation Look-Back Period: [[●] TARGET Business Day (specify) / Not
applicable]
(only applicable in the case of €STR)
- [SARON Observation Look-Back Period: [[●] Zurich Banking Days / Not applicable]]
(only applicable in the case of SARON)
- [SONIA Observation Look-Back Period: [[●] London Banking Days] [Not applicable]]
(only applicable in the case of SONIA)
- [SONIA Rate of Interest Determination: [SONIA Shift Compound / SONIA Lookback
Compound / SONIA Compounded Index]
(only applicable in the case of SONIA)
- [SOFR Observation Look-Back Period: [[●] U.S. Government Securities Business
Days (specify) / Not applicable]
(only applicable in the case of SOFR)




175
- [SOFR Rate of Interest Determination: [SOFR Arithmetic Mean / SOFR Lockout
Compound / SOFR Lookback Compound /
SOFR Shift Compound]]
(only applicable in the case of SOFR)
- [SOFR Rate Cut-Off Date: The day that is the [second / [●]] U.S.
Government Securities Business Day prior to
the Interest Payment Date in relation to the
relevant Interest Accrual Period.]
(only applicable in the case of SOFR)
(xix) Screen Rate Determination for Index2
(Condition 5(c)(iii)(C)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph
- Reference Rate: [CMS Rate / EURIBOR / €STR / SARON /
SOFR / SONIA / TEC10 (or any other
reference rate)]
(If the Rate of Interest is determined by linear
interpolation in respect of the first and/or last
long or short interest period, insert the relevant
interest period(s) and the relevant two rates
used for such determination)
- Relevant Inter-Bank Market: [●]
- Relevant Screen Page Time: [●]
- Interest Determination Date(s): [●] [[TARGET] Business Days in [specify city]
for [specify currency]] / [Zurich Banking Days
(if SARON)] / [U.S Government Securities
Business Days (if SOFR)] / [London Banking
Days (if SONIA)] prior to [the first day in each
Interest Accrual Period/each Interest Payment
Date] [, subject to adjustment in accordance
with [Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention].]
- Relevant Screen Page: [●]
(In the case of €STR or SOFR, delete this
paragraph)
- [Reference Banks (if Relevant Screen Page [[●] (Specify four)]/[As per Condition 5(a)]
is "Reference Banks"):
(In the case of €STR or SOFR, delete this
paragraph)]
- [Reference Currency: [●]]
(only applicable in the case of CMS Rate)
- [Relevant Financial Centre: [●]]
- [Designated Maturity: [●]]
- [Specified Time: [●]]
(only applicable in the case of CMS Rate)
- [€STR Observation Look-Back Period: [[●] TARGET Business Day (specify) / Not
applicable]
(only applicable in the case of €STR)
- [SARON Observation Look-Back Period: [[●] Zurich Banking Days / Not applicable]]


176
(only applicable in the case of SARON)
- [SONIA Observation Look-Back Period: [[●] London Banking Days] [Not applicable]]
(only applicable in the case of SONIA)
- [SOFR Observation Look-Back Period: [[●] U.S. Government Securities Business
Days (specify) / Not applicable]
(only applicable in the case of SOFR)
- [SOFR Rate of Interest Determination: [SOFR Arithmetic Mean / SOFR Lockout
Compound / SOFR Lookback Compound /
SOFR Shift Compound]]
(only applicable in the case of SOFR)
- [SOFR Rate Cut-Off Date: The day that is the [second / [●]] U.S.
Government Securities Business Day prior to
the Interest Payment Date in relation to the
relevant Interest Accrual Period.]
(only applicable in the case of SOFR)
(xx) ISDA Determination for Index1 (Condition
5(c)(iii)(B)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Floating Rate Option: [●]
- Designated Maturity: [As specified above for Index1]
- Reset Date: [●]
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxi) ISDA Determination for Index2 (Condition
5(c)(iii)(B)): [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Floating Rate Option: [●]
- Designated Maturity: [As specified above for Index2]
- [Relevant Financial Centre: [●]]
- Reset Date: [●]
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxii) Inflation determination for Index1: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Index: [CPI Reference Rate / HICP Reference Rate]
- Interest Determination Date: [[●] / [●] [TARGET] Business Days in [specify
city] for [specify currency] prior to [the first
day in each Interest Accrual Period/each
Interest Payment Date] [, subject to adjustment
in accordance with [Following Business Day
Convention/Modified Following Business Day
Convention /Preceding Business Day
Convention/other (give details)].]
- M: [●] month(s)


177
- M': [●] month(s)
- Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
- Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest period
end dates and not to the date and place of
payment, to which item 26 relates)
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxiii) Inflation determination for Index2: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
- Index: [CPI Reference Rate / HICP Reference Rate]
- Interest Determination Date: [●]
- M: [●] month(s)
- M': [●] month(s)
- Day Count Fraction: [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
- Business Centre(s) (Condition 5(a)): [●] (Note that this item relates to interest period
end dates and not to the date and place of
payment, to which item 26 relates)
- Minimum Rate of Interest: [Not applicable]/[●] per cent. per annum
- Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxiv) Minimum Rate of Interest: [In accordance with Condition 5(h)]/[●] per
cent. per annum70
(xxv) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
(xxvi) Margin(s): [zero]
(xxvii) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
PROVISIONS RELATING TO REDEMPTION
22 Call Option: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption Date(s): [●]


70
[In no event shall the amount of interest payable be less than zero.]

178
(ii) Optional Redemption Amount of each
Obligation Foncière: As per the Conditions
(iii) If redeemable in part: [Applicable/Not applicable] (If not applicable,
delete the remaining sub-paragraphs of this
paragraph)
(a) Minimum Redemption Amount to be
redeemed: [●]
(b) Maximum Redemption Amount to be
redeemed: [●]
(iv) Notice period (if other than as set out in the [●] / [As per the Conditions]
Conditions):
23 Final Redemption Amount of each Obligation
Foncière: [[●] per Obligation Foncière [of [●] Specified
Denomination]/ As provided below for
Inflation Linked Obligations Foncières, as the
case may be]
24 2
Inflation Linked Obligations Foncières – Provisions
relating
4 to the Final Redemption Amount: [Applicable / Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Index: [CPI/HICP]
(ii) Final Redemption Amount in respect of
Inflation Linked Obligations Foncières: [Condition 6(c) applies]
(iii) Base Reference: [CPI/HICP] Daily Inflation Reference Index
applicable on [specify date] (amounting to: [●])
(iv) Inflation Index Ratio: [●]
(v) Party responsible for calculating the Final
Redemption Amount (if not the Calculation
Agent): [[●]/ Not applicable]
25 Early Redemption Amount:

Early redemption for taxation reasons: [Applicable/Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
Early Redemption Amount(s) of each Obligation
Foncière payable on redemption for taxation reasons, if [[●] per Obligation Foncière [of [●] Specified
applicable, or illegality: Denomination] / As provided below for
Inflation Linked Obligations Foncières, as the
case may be]
26 Zero Coupon Obligation Foncière – Provisions [Applicable/Not applicable] (If not applicable,
relating to the Early Redemption Amount: delete the remaining sub-paragraphs of this
paragraph)
(i) Amortisation Yield (Condition 6(d)): [●] per cent. per annum
(ii) Day Count Fraction (Condition 5(a)): [Actual/Actual / Actual/Actual - ISDA /
Actual/365 – FBF / Actual/Actual – ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) /
Actual/360 / 30/360 / 360/360 / Bond Basis /
30/360-FBF / Actual 30A/360 (American Bond
Basis) / 30E/360 / Eurobond Basis / 30E/360
(ISDA) / 30E/360-FBF]
27 2
Inflation Linked Obligations Foncières – Provisions
relating
6 to the Early Redemption Amount:

179
[Applicable / Not applicable]
(If not applicable, delete the remaining sub-
paragraphs of this paragraph)
(i) Index: [CPI/HICP]
(ii) Early Redemption Amount in respect of
Inflation Linked Obligations Foncières:
[Condition 6(d)(ii) applies]
(iii) Base Reference: [CPI/HICP] Daily Inflation Reference Index
applicable on [specify date] (amounting to: [●])
(iv) Inflation Index Ratio: [●]
(v) Party responsible for calculating the Early
Redemption Amount and accrued interest (if
any) (if not the Calculation Agent): [[●]/Not applicable]

GENERAL PROVISIONS APPLICABLE TO THE OBLIGATIONS FONCIÈRES
28 Form of Obligations Foncières: [Dematerialised Obligations
Foncières/Materialised Obligations Foncières]
(Materialised Obligations Foncières are only in
bearer form)
[Delete as appropriate]
(i) Form of Dematerialised Obligations Foncières: [Not applicable/if Applicable specify whether]
[Bearer form (au porteur)/ Registered form (au
nominatif)]
(ii) Registration Agent: [Not applicable/if Applicable give name and
details] (note that a Registration Agent must be
appointed in relation to Registered
Dematerialised Obligations Foncières only;
except that the Issuer may be its own
Registration Agent)
(iii) Temporary Global Certificate: [Not applicable/Temporary Global Certificate
exchangeable for Definitive Materialised
Obligations Foncières on [●] (the "Exchange
Date"), being forty (40) days after the Issue
Date subject to postponement as specified in
the Temporary Global Certificate]
(iv) Applicable TEFRA exemption: [C Rules/D Rules/TEFRA not applicable]
(Only applicable to Materialised Obligations
Foncières)
29 (i) Financial Centre(s) (Condition 7(h)) or other
special provisions relating to Payment Dates: [Not applicable/T2/Give details] (Note that this
item relates to the date and place of payment,
and not the end dates of interest periods for the
purposes of calculating the amount of interest,
to which items 14(ii), 15(ii) and 17(iv) relate)
(ii) Adjusted Payment Date (Condition 7(h)): [The next following business day unless it
would thereby fall into the next calendar
month, in which such event such date shall be
brought forward to the immediately preceding
business day.] [The immediately preceding
business day]/[As per Condition 7(h)]/[Other71]




71
In the market practice, if any date for payment in respect of Fixed Rate Obligations Foncières or Coupon is not a business day, the holder shall not be entitled to payment
until the next following business day (as defined in Condition 7(h)).

180
30 Talons for future Coupons to be attached to definitive
Materialised Obligations Foncières (and dates on
which such Talons mature): [Yes (give details)/No/Not applicable] (Only
applicable to Materialised Obligations
Foncières)
31 2
Redenomination provisions: [Not applicable/The provisions [in Condition
9 1(d)] apply]

32 3
Consolidation provisions: [Not applicable/The provisions [in Condition
0 12(b)] apply]

33 3
Representation of holders of Obligations Foncières –
Masse
1 (Condition 10): Name and address of the Representative: [●]
[Name and address of the alternate
Representative: [●]]
[The Representative will receive no
remuneration]/[The Representative will receive
a remuneration of [●]].
[If the Obligations Foncières are held by a sole
holder of Obligations Foncières, insert the
wording below:
As long as the Obligations Foncières are held
by a sole holder of Obligations Foncières, and
unless a Representative has been appointed in
relation to such Series, such holder of
Obligations Foncières shall exercise all the
powers, rights and obligations entrusted to the
Masse by the the Terms and Conditions of the
Obligations Foncières. A Representative will
be appointed as soon as the Obligations
Foncières are held by several holders of
Obligations Foncières.]

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue [and] [admission to trading on the regulated market[s]
[of Euronext Paris] [and] [of the Luxembourg Stock Exchange] of the Obligations Foncières described herein]
pursuant to the €75,000,000,000 Euro Medium Term Note Programme of Caisse Française de Financement Local.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. [[●] has been extracted from [●].
The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, is able to
ascertain from information published by [●], no facts have been omitted which would render the reproduced
information inaccurate or misleading.]*
Signed on behalf of the Issuer:
Duly represented by:




*
To be added only where information provided by third parties is added to the Final Terms.

181
PART B – OTHER INFORMATION

(If any of the following paragraphs is not applicable, delete such paragraph)

1 ADMISSION TO TRADING
(i) Listing(s): [The Luxembourg Stock Exchange / [specify
relevant regulated market] / none]
[Application has been made by the Issuer (or
(ii) Admission to trading:
on its behalf) for the Obligations Foncières to
be admitted to trading on the regulated market
of [Euronext Paris / the Luxembourg Stock
Exchange / [specify relevant regulated market,
third country market, SME growth market or
multilateral trading facility]] with effect from
[●].] / [Application is expected to be made by
the Issuer (or on its behalf) for the Obligations
Foncières to be admitted to trading on the
regulated market of [Euronext Paris / the
Luxembourg Stock Exchange / [specify
relevant regulated market, third country
market, SME growth market or multilateral
trading facility]] with effect from [●].] / [Not
applicable]
(iii) Regulated Markets or equivalent markets on which, to
the knowledge of the Issuer, securities of the same
class of the Obligations Foncières to be admitted to
trading are already admitted to trading: (Where documenting a fungible issue need to
indicate that original securities are already
admitted to trading.)
[The Existing Obligations Foncières are
already admitted to trading on the regulated
markets of [Euronext Paris] and of [the
Luxembourg Stock Exchange] / [specify
relevant regulated market].] / [Not applicable]
(iv) Estimate of total expenses related to admission to
trading: [●]

2 RATINGS AND EURO EQUIVALENT
Ratings: [Not applicable] /
[Applicable:
The Obligations Foncières [are expected to
be/have been] rated [Aaa] by Moody's [and/or]
[AAA] by DBRS.]
[Moody's: [●]]
[DBRS: [●]]
[Other: [●]]
Each of Moody's, DBRS [and] [●] is
established in the European Union and is
registered under Regulation (EU) No.
1060/2009 of the European Parliament and of
the Council of 16 September 2009 on credit
ratings agencies, as amended (the "CRA
Regulation"). [[Each of] [Moody's] [and/,]
[DBRS] [and] [●] is appearing on the list of
credit rating agencies published by [the
European Security and Markets
Authority/ESMA] on its website
182
(https://www.esma.europa.eu/credit-rating-
agencies/cra-authorisation).]
[[Each of] [●] is not established in the
European Union and has not applied for
registration under the Regulation (EC) No
1060/2009 of the European Parliament and of
the Council of 16 September 2009 on credit
ratings agencies, as amended (the "CRA
Regulation"), [[but the rating[s] given by
[[each of] [●]] [has been/will be] endorsed by
[●] in accordance with the CRA
Regulation]/[but [each of] [●]] is certified by
[●] which is established in the European
Union, is registered under the CRA Regulation
and is appearing on the list of registered credit
rating agencies published by [the European
Securities and Markets Authority/ESMA] on
its website
(https://www.esma.europa.eu/credit-rating-
agencies/cra-authorisation).
[As such, the rating[s] issued by [[each of] [●]]
may be used for regulatory purposes in the
European Union in accordance with the CRA
Regulation.]
(Need to include a brief explanation of the
meaning of the ratings if this has previously
been published by the rating provider, for
instance: "According to Moody's rating
system, obligations rated Aaa are judged to be
of the highest quality, with minimal credit risk.
According to DBRS' rating system, obligations
rated AAA are judged to be of the highest credit
quality and the capacity for the payment of
financial obligations is exceptionally high and
unlikely to be adversely affected by future
events".)
(The above disclosure should reflect the rating
allocated to Obligations Foncières of the type
being issued under the Programme generally
or, where the issue has been specifically rated,
that rating.)
Euro equivalent: [Not applicable/€[●]] (Only applicable for
Obligations Foncières not denominated in
Euro). The aggregate principal amount of
Obligations Foncières issued has been
converted into Euro at the rate of [●],
producing a sum of: [●]

3 SPECIFIC CONTROLLER
The specific controller (contrôleur spécifique) of the Issuer has delivered [(i)] a certificate relating to the
borrowing programme for the current quarter certifying that the value of the assets of the Issuer will be greater
than the value of its liabilities benefiting from the Privilège with respect to such quarterly borrowing programme
[and will deliver (ii) a certificate relating to the issue of the Obligations Foncières certifying that the value of
the assets of the Issuer will be greater than the value of its liabilities benefiting from the Privilège after settlement
of this issue and of the issues which have been the subject of previous attestations] 72




72
Only applicable if the amount of Obligations Foncières issued equals or exceeds €500,000,000 or its equivalent in any other currency.

183
[4 NOTIFICATION
The Autorité des marchés financiers in France [has been requested to provide/has provided - include first
alternative for an issue which is contemporaneous with the update of the Programme and the second alternative
for subsequent issues] the [include names of competent authorities of host Member States of the EEA] with a
certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus
Regulation.]

[5 OTHER ADVISORS
If advisors are mentioned in these Final Terms, specify the capacity in which the advisors have acted.]

6 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Need to include a description of any interest, including a conflict of interest that is material to the issue, detailing
the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement:
["Save as discussed in section entitled ["Subscription and Sale"] of the Base Prospectus [and save for any fees
payable to the Managers in connection with the issue of Obligations Foncières,] so far as the Issuer is aware, no
person involved in the issue of the Obligations Foncières has an interest material to the issue."]/[●]
[The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the
ordinary course of business.]
[(When adding any other description, consideration should be given as to whether such matters described
constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus
under Article 23 of the Prospectus Regulation.)]

7 USE OF PROCEEDS AND ESTIMATED NET PROCEEDS
(i) Use of proceeds: [●]*/[The net proceeds will be used for the
Issuer's general corporate purposes]/[The
Obligations Foncières constitute
"[Green/Social/Sustainability] Obligations
Foncières" and the net proceeds will be used to
finance and/or refinance, in whole or in part,
[[Eligible Green Loans/Eligible Social
Loans/Eligible Green Loans and Eligible
Social Loans] as defined in the Sfil Group
Green, Social and Sustainability Bond
Framework as published as of the Issue Date
[of the first Tranche of the Existing
[Green/Social/Sustainability] Obligations
Foncières]/Eligible Health Loan Portfolio as
defined in the Sfil Group Social Note
Framework as amended or supplemented from
time to time] which is available on the website
of the Issuer: [Include the direct link to the
relevant Sfil Group Green, Social and
Sustainability Bond Framework or Sfil Group
Social Note Framework]
[Describe specific loans and/or availability of
the Social Second Party Opinion or the Green,
Social and Sustainability Second Party
Opinion and any relevant third party opinions
and/or where the information can be obtained,
etc…]]
*(See "Use of Proceeds" wording in Base
Prospectus – if the reasons for the offer are
different from financing and/or refinancing any
new or existing eligible loans, they will need to
be included here.)]
(ii) Estimated net proceeds: [●]

184
(If proceeds are intended for more than one use
will need to split out and present in order of
priority. If proceeds insufficient to fund all
proposed uses state amount and sources of
other funding.)

[8 FIXED RATE OBLIGATIONS FONCIERES ONLY – YIELD
Indication of yield [of Aggregate Nominal Amount of the
Tranche]: [●]
Calculated as [include details of method of
calculation in summary form] on the Issue
Date.
The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication
of future yield.]

[9 FLOATING RATE OBLIGATIONS FONCIERES ONLY – BENCHMARK
[Amounts payable under the Obligations Foncières will be calculated by reference to [CMS
Rate/EURIBOR/€STR/SARON/SOFR/SONIA/TEC10 (or any other reference rate)] which is provided by [●].
[As at [●], [●] [appears/does not appear] on the register of administrators and benchmarks established and
maintained by [the European Securities and Markets Authority/ESMA] pursuant to Article 36 of the Regulation
(EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks
in financial instruments and financial contracts or to measure the performance of investment funds, as amended
(the "Benchmarks Regulation").] [As far as the Issuer is aware, [[●] is not required to be registered by virtue
of Article 2 of the Benchmarks Regulation]/[the transitional provisions in Article 51 of the Benchmarks
Regulation apply, such that [●] is not currently required to obtain authorisation or registration.]]

73
[10 INFLATION LINKED OBLIGATIONS FONCIERES ONLY – PERFORMANCE OF INDEX AND
OTHER INFORMATION CONCERNING THE UNDERLYING
(i) Name of underlying index: [●]
(ii) Information about the index, its volatility and past and future performance can be obtained: [●]
The Issuer [intends to provide post-issuance information [specify what information will be reported and where it
can be obtained]] [does not intend to provide post-issuance information].

11 DISTRIBUTION
(i) Method of distribution: [Syndicated/Non-syndicated]
(ii) If syndicated:
(A) Names of Managers: [Not applicable/give names]
(Include names of entities agreeing to underwrite
the issue on a firm commitment basis and names
of the entities agreeing to place the issue without
a firm commitment or on a "best efforts" basis if
such entities are not the same as the Managers)
(B) Stabilisation Manager(s) if any: [Not applicable/give name]
(iii) If non-syndicated, name of Manager: [Not applicable/give name]
(iv) [Singapore sales to Institutional Investors and
Accredited Investors only: [Applicable/Not applicable]
(If there is no offer of the Obligations Foncières
in Singapore, delete this paragraph)
(If the Obligations Foncières are offered in
Singapore to Institutional Investors and

73
Required only for securities giving rise to payment or delivery obligations linked to an underlying asset to which Annex 17 to the Prospectus Delegated Regulation
applies.

185
Accredited Investors (as defined under the
Securities and Futures Act 2001 of Singapore)
only, "Applicable" should be specified. If the
Obligations Foncières are also offered in
Singapore to investors other than Institutional
Investors and Accredited Investors (as defined
under the Securities and Futures Act 2001 of
Singapore), "Not Applicable" should be
specified.)]
(v) US Selling Restrictions (Categories of potential
investors to which the Obligations Foncières are
offered): [Reg. S Compliance Category 1 applies to the
Obligations Foncières; TEFRA C/TEFRA
D/TEFRA not applicable]

[12 DERIVATIVES ONLY – OTHER
Date of underwriting agreement: [●]
Name and address of Calculation Agent: [●]
Other markets on which securities of the same class of the
Obligations Foncières to be admitted to trading are already
[●]
admitted to trading:
[Information on taxes on the income from the Obligations
Foncières withheld at source in the country where admission
to trading (other than in France) is sought:
[●]]

13 OPERATIONAL INFORMATION
(i) ISIN: [●]
(ii) Common Code: [●]
(iii) [FISN Code: [[●], as updated and as set out on the website of
the Association of National Numbering
Agencies (ANNA) or alternatively sourced from
the responsible National Numbering Agency
that assigned the ISIN /Not Applicable] (If the
FISN Code is not required, it should be specified
as "Not Applicable".)] (If the FISN Code is not
available, delete this paragraph)
(iv) [CFI Code: [[●], as updated and as set out on the website of
the Association of National Numbering
Agencies (ANNA) or alternatively sourced from
the responsible National Numbering Agency
that assigned the ISIN/Not Applicable] (If the
CFI Code is not required, it should be specified
as "Not Applicable".)] (If the CFI Code is not
available, delete this paragraph)
(v) Depositaries:
(a) Euroclear France to act as Central Depositary: [Yes/No]
(b) Common Depositary for Euroclear Bank
SA/NV and Clearstream: [Yes/No]
(vi) Any clearing system(s) other than Euroclear and
Clearstream and the relevant identification
number(s): [Not applicable/give name(s) and number(s)
[and address(es)]]
(vii) Delivery: Delivery [against/free of] payment


186
(viii) Name and address of the Calculation Agent: [●]
(ix) Names and addresses of initial Paying Agent(s): [Banque Internationale à Luxembourg, société
anonyme
69, route d'Esch
L-2953 Luxembourg
Grand-Duchy of Luxembourg] / [●]
(x) Names and addresses of additional Paying [●]
Agent(s) (if any):




187
GENERAL INFORMATION
(1) AMF approval, admission to trading, non-exempt offer and passport request
This Base Prospectus has been approved by the AMF in France in its capacity as competent authority under
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to
be published when securities are offered to the public or admitted to trading on a regulated market, as amended
(the "Prospectus Regulation") and has received approval number 25-204 on 10 June 2025.
The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of
either the Issuer or the quality of the Obligations Foncières that are the subject of this Base Prospectus and
investors should make their own assessment as to the suitability of investing in the Obligations Foncières.
Application may be made for the Obligations Foncières during a period of twelve (12) months from the date of
this Base Prospectus to be admitted to trading on Euronext Paris.
This Base Prospectus shall be valid for the admission to trading of Obligations Foncières on a Regulated Market
and/or the offer to the public of Obligations Foncières pursuant to a non-exempt offer in accordance with the
Prospectus Regulation until 10 June 2026, provided that it is completed by any supplement, pursuant to Article 23
of the Prospectus Regulation, following the occurrence of a significant new factor, material mistake or material
inaccuracy relating to the information contained (or incorporated by reference) in this Base Prospectus which may
affect the assessment of an investment in the Obligations Foncières. The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when
this Base Prospectus is no longer valid.
Application has been made for the delivery by the AMF of a certificate of approval specifying that the Base
Prospectus has been drawn up in accordance with the Prospectus Regulation to the Commission de Surveillance
du Secteur Financier (the "CSSF"), as competent authority in Luxembourg for the purpose of the Luxembourg act
dated 16 July 2019 relating to prospectuses for securities (loi du 16 juillet 2019 relative aux prospectus pour
valeurs mobilières) which implements the Prospectus Regulation.
In accordance with Article 25 of the Prospectus Regulation, a request may be made for the notification of a
certificate of approval to any competent authority of any member state (the "Member State(s)") of the EEA in
order for Obligations Foncières to be admitted to trading on any other Regulated Market and/or to be offered to
the public pursuant to a non-exempt offer in any Member State of the EEA in accordance with the Prospectus
Regulation.
(2) Corporate authorisations
The Issuer has obtained all necessary consents, approvals and authorisations in France in connection with the
updating of the Programme.
Any drawdown of Obligations Foncières under the Programme, to the extent that such Obligations Foncières
constitute obligations, requires the prior authorisation of the Executive Board (Directoire) of the Issuer.
For this purpose, on 20 December 2024, the Executive Board (Directoire) of the Issuer authorised the issue of
obligations foncières under the Programme up to an aggregate maximum amount of €5,600,000,000 for the period
from 1 January 2025 to 31 December 2025 and delegated the power to realise such issues to Mrs. Herdile Guérin,
in her capacity as Présidente du Directoire of the Issuer and to Mr. Olivier Eudes, in his capacity as Directeur
Général of the Issuer, each of them having the capacity to act separately, the power to decide the issue of
obligations foncières and to determine their final terms and conditions subject to the conditions set forth therein.
(3) Issuer's legal entity identifier (LEI)
The legal entity identifier (LEI) of the Issuer is 549300E6W08778I4OW85.
(4) Significant change in the Issuer's financial position or financial performance
There has been no significant change in the financial position or financial performance of the Issuer since the date
of its last financial period for which financial information has been published.
(5) No material adverse change
There has been no material adverse change in the prospects of the Issuer since the date of its last published audited
financial statements.
(6) Litigation
The Issuer is not or has not been involved in any governmental, legal or arbitration proceedings (including any
such proceeding which are pending or threatened of which the Issuer is aware) during the period of twelve (12)

188
months immediately preceding the date of this Base Prospectus which may have, or have had in the recent past,
significant effects on the Issuer's financial position or profitability.
(7) Clearing
Obligations Foncières will be accepted for clearance through the Euroclear and Clearstream which are entities in
charge of keeping the records. The Common Code and the International Securities Identification Number (ISIN)
Code and, as the case may be, the Financial Instrument Short Name (FISN) Code and/or the Classification of
Financial Instruments (CFI) Code or the identification number for any other relevant clearing system for each
Series of Obligations Foncières will be set out in the relevant Final Terms.
Dematerialised Obligations Foncières will be inscribed in the books of Euroclear France (acting as central
depositary). Dematerialised Obligations Foncières which are in registered form (au nominatif) are also inscribed
either with the Issuer or with the Registration Agent.
The address of Euroclear is 1 boulevard du Roi Albert II, 1210 Bruxelles, Belgium and the address of Clearstream
is 42 avenue John Fitzgerald Kennedy, L- 1855 Luxembourg, Grand-Duchy of Luxembourg and the address of
Euroclear France is 10-12 Place de la Bourse, 75002 Paris, France.
(8) Issuer's website
The website of the Issuer is https://sfil.fr/caffil-notre-filliale/. The information on the Issuer's website (and more
generally on any website included in this Base Prospectus) does not form part of this Base Prospectus and has not
been scrutinised or approved by the AMF, unless that information is incorporated by reference into this Base
Prospectus.
(9) Material contracts
Except as disclosed in section entitled "Material Contracts" set out on pages 125 and 126 of this Base Prospectus,
there are no material contracts that are not entered into in the ordinary course of the Issuer's business, which could
result in any member of the Sfil Group being under an obligation or entitlement that is material to the Issuer's
ability to meet its obligations to the holders of Obligations Foncières in respect of the Obligations Foncières.
(10) Documents available
This Base Prospectus, any supplement thereto that may be published from time to time and the Final Terms relating
to any issue of Obligations Foncières admitted to trading on any Regulated Market and/or offered to the public
pursuant to a Non-Exempt Offer in a Member State of the EEA in accordance with the Prospectus Regulation are
available on the website of the AMF (www.amf-france.org).
Copies of the documents referred to in the preceding paragraph and the following documents will also be published
on the website of the Issuer (https://sfil.fr/caffil-notre-filliale/) in accordance with applicable laws and regulations:
(a) the up-to-date statuts of the Issuer;
(b) any document containing information (including any future financial information) incorporated by
reference in this Base Prospectus; and
(c) all reports, letters and other documents, valuations and statements prepared by any expert at the Issuer's
request any part of which is included or referred to in this Base Prospectus.
For so long as Obligations Foncières may be issued pursuant to this Base Prospectus, copies of the Amended and
Restated Agency Agreement are obtainable in electronic form free of charge from the Issuer or the Fiscal Agent.
(11) Financial information
The annual financial statements of the Issuer are audited and are published on an annual basis. The Issuer also
produces unaudited interim financial statements.
(12) Auditors
KPMG S.A. (Tour Eqho, 2, avenue Gambetta, 92066 Paris La Défense Cedex, France) and
PricewaterhouseCoopers Audit (63, rue de Villiers, 92200 Neuilly-sur-Seine, France) have audited and rendered
unqualified audit opinions in their reports on the annual financial statements of the Issuer for the financial years
ended 31 December 2023 and 31 December 2024.
KPMG S.A. and PricewaterhouseCoopers Audit are members of the Compagnie Régionale des Commissaires aux
Comptes de Versailles et du Centre and are regulated by the H2A (Haute Autorité de l'Audit).
(13) Ratings
It is expected that the Obligations Foncières issued under the Programme will be rated Aaa by Moody's France
SAS ("Moody's") and AAA by DBRS Ratings GmbH or any entity that is part of DBRS and any successor to the

189
relevant rating activity ("DBRS") and by their respective successors and/or any other rating agency. The rating
(if any) of Obligations Foncières to be issued under the Programme will be specified in the relevant Final Terms.
Each of Moody's and DBRS is established in the European Union and registered under Regulation (EC)
No. 1060/2009 on credit ratings agencies, as amended (the "CRA Regulation"). Each of Moody's and DBRS is
included in the list of credit rating agencies published by the European Securities and Markets Authority
("ESMA") on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) registered in
accordance with the CRA Regulation as of the date of this Base Prospectus.
(14) Obligations Foncières issued by Dexia Municipal Agency
In respect of outstanding Obligations Foncières issued in the past by Dexia Municipal Agency, separate
applications may have been made, for such Obligations Foncières to be admitted to trading on the Paris, Frankfurt,
Luxembourg, Zurich or Sydney stock exchanges.
(15) Specific Controller
The specific controller (contrôleur spécifique) and his/its alternate specific controller (contrôleur spécifique
suppléant) of Caisse Française de Financement Local are respectively: RSM represented by Mrs. Martine Leconte
- 26, rue Cambacérès - 75008 Paris – France and Mr. Ratana Lyvong - 26, rue Cambacérès - 75008 Paris – France.
(16) Certification of the specific controller
Pursuant to Articles L.513-23 and R.513-16 IV of the French Code monétaire et financier, the specific controller
certifies that the rule providing that the amount of eligible assets of the Issuer is greater than the amount of
liabilities benefiting from the privilège is satisfied for the Issuer's quarterly issuance programme or any issue of
Obligations Foncières in a principal amount equal to or above €500 million or its equivalent in the currency of
issue.
Pursuant to Article 3 and Article 6 of Instruction No. 2022-I-23 of the French Resolution and Prudential Control
Authority (Autorité de contrôle prudentiel et de résolution) in relation to Obligations Foncières for which the
Issuer has been authorized to use the "European Covered Bond (Premium)" label, the specific controller verifies
that the provisions of Article 129 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council
of 26 June 2013, as amended, are complied with.
(17) Yield
In relation to any Tranche of Fixed Rate Obligations Foncières, an indication of the yield in respect of such
Obligations Foncières will be specified in the relevant Final Terms. The yield is calculated at the Issue Date of the
Obligations Foncières on the basis of the relevant Issue Price. The yield indicated will be calculated as the yield
to maturity as at the Issue Date of the Obligations Foncières and will not be an indication of future yield.
(18) Forward-Looking Statements
This Base Prospectus may contain certain statements that are forward-looking including statements with respect
to the Issuer's business strategies, expansion and growth of operations, trends in its business, competitive
advantage, and technological and regulatory changes, information on exchange rate risk and generally includes all
statements preceded by, followed by or that include the words believe, expect, project, anticipate, seek, estimate
or similar expressions. Such forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a
result of various factors. Potential investors are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. These forward-looking statements do not constitute profit
forecasts or estimates under Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended.
(19) Stabilisation Manager
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), the Dealer
or Dealers (if any) named as the stabilisation manager(s) (the "Stabilisation Manager(s)") (or any person acting
on behalf of any Stabilisation Manager(s)) in the relevant Final Terms may over-allot Obligations Foncières or
effect transactions with a view to supporting the market price of the Obligations Foncières at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is
made and, if begun, may cease at any time, but it must end no later than the earlier of thirty (30) calendar days
after the Issue Date of the relevant Tranche and sixty (60) calendar days after the date of the allotment of the
relevant Tranche. Any stabilisation action or over-allotment shall be conducted by the relevant Stabilisation




190
Manager(s) (or any person acting on behalf of any Stabilisation Manager) in accordance with all applicable laws
and rules.
(20) Currencies
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "€", "Euro",
"EUR" or "euro" are to the currency of the participating Member States of the European Union which was
introduced on 1 January 1999, references to "£", "GBP", "pounds sterling" and "Sterling" are to the lawful currency
of the United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful currency of the United States
of America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan, references to
"CHF" and "Swiss francs" are to the lawful currency of the Switzerland and references to "CAD" and "Canadian
Dollars" are to the lawful currency of Canada.
(21) Benchmarks
Amounts payable under the Obligations Foncières bearing floating rates of interest may be calculated by reference
to "Benchmarks" such as CMS Rate, EURIBOR, €STR, SARON, SOFR, SONIA, TEC10 or any other reference
rate as specified in the relevant Final Terms (the "Benchmark"), in accordance with Regulation (EU) 2016/1011
of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds, as amended (the
"Benchmarks Regulation"). The relevant Final Terms in respect of an issue of Obligations Foncières bearing
floating rates of interest will specify the relevant "Benchmark", the relevant Benchmark administrator and whether
such Benchmark administrator appears on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
The registration status of any administrator under the Benchmarks Regulation is a matter of public record and,
save where required by applicable law, the Issuer does not intend to update the relevant Final Terms to reflect any
change in the registration status of the administrator.
(22) Taxation
The tax legislation of the investor's Member State and of the Issuer's country of incorporation may have an impact
on the income received from the Obligations Foncières.
Potential purchasers and sellers of the Obligations Foncières should be aware that payments of interest on the
Obligations Foncières, or profits realised by a holder of Obligations Foncières upon the disposal or repayment
thereof, may be subject to taxation or documentary charges or duties in its home jurisdiction or in other
jurisdictions in which it is required to pay taxes or where the Obligations Foncières are transferred. In some
jurisdictions, no official statements of the tax authorities or court decisions may be available for innovative
financial obligations such as the Obligations Foncières. Potential investors are advised to ask for their own tax
adviser's advice on their individual taxation with respect to the subscription, acquisition, ownership, disposal and
redemption of the Obligations Foncières. Only these advisors are in a position to duly consider the specific
situation of the potential investor.




191
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS


In the name of the Issuer
I declare, to the best of my knowledge, that the information contained or incorporated by reference in this Base
Prospectus is in accordance with the facts and the Base Prospectus makes no omission likely to affect its import.

Caisse Française de Financement Local
112-114 avenue Emile Zola
75015 Paris
France

Duly represented by:
Olivier Eudes, Directeur Général
Duly authorised
on 10 June 2025




This Base Prospectus has been approved by the AMF, in its capacity as competent authority under Regulation (EU)
2017/1129. The AMF has approved this Base Prospectus after having verified that the information it contains is complete,
coherent and comprehensible within the meaning of Regulation (EU) 2017/1129. The approval does not imply the
verification of the accuracy of this information by the AMF.

This approval is not a favourable opinion on the Issuer and on the quality of the Obligations Foncières described in this
Base Prospectus. Investors should make their own assessment of the opportunity to invest in such Obligations Foncières.

This Base Prospectus has been approved on 10 June 2025 and is valid until 10 June 2026 and shall, during this period and
in accordance with the provisions of Article 23 of Regulation (EU) 2017/1129, be completed by a supplement to the Base
Prospectus in the event of new material facts or substantial errors or inaccuracies. This Base Prospectus obtained the
following approval number: 25-204.




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Issuer
Caisse Française de Financement Local
112-114 avenue Emile Zola
75015 Paris
France

Arranger
Barclays Bank Ireland PLC
One Molesworth Street
Dublin 2
D02RF29
Ireland

Permanent Dealers
Barclays Bank Ireland PLC BNP PARIBAS
One Molesworth Street 16, boulevard des Italiens
Dublin 2 75009 Paris
D02RF29 France
Ireland

Citigroup Global Markets Europe AG Commerzbank Aktiengesellschaft
Börsenplatz 9 Kaiserstraße 16 (Kaiserplatz)
60313 Frankfurt am Main 60311 Frankfurt am Main
Germany Federal Republic of Germany

Crédit Agricole Corporate and Investment Bank Deutsche Bank Aktiengesellschaft
12, place des Etats-Unis Mainzer Landstr. 11-17
CS 70052 60329 Frankfurt am Main
92547 Montrouge Cedex Germany
France

Goldman Sachs Bank Europe SE HSBC Continental Europe
Marienturm, Taunusanlage 9-10 38, avenue Kléber
D-60329 Frankfurt am Main 75116 Paris
Germany France

J.P. Morgan SE La Banque Postale
Taunustor 1 (Taunus Turm) 115, rue de Sèvres
60310 Frankfurt am Main 75275 Paris Cedex 06
Germany France

Landesbank Baden-Württemberg Morgan Stanley Europe SE
Am Hauptbahnhof 2 Grosse Gallusstrasse 18
D-70173 Stuttgart 60312 Frankfurt-am-Main
Germany Germany

Natixis NatWest Markets N.V.
7, promenade Germaine Sablon Claude Debussylaan 94
75013 Paris 1082 MD Amsterdam
France Netherlands

Nomura Financial Products Europe GmbH Société Générale
Rathenauplatz 1 29, boulevard Haussmann
60313, Frankfurt-am-Main 75009 Paris
Germany France

UniCredit Bank GmbH
Arabellastrasse 12
81925 Munich
Germany

193
Fiscal Agent, Paying Agent, Redenomination Agent,
Consolidation Agent and Calculation Agent

Banque Internationale à Luxembourg, société anonyme
69, route d'Esch
L-1470 Luxembourg
Grand-Duchy of Luxembourg
Luxembourg Listing Agent
Banque Internationale à Luxembourg, société anonyme
69, route d'Esch
L-1470 Luxembourg
Grand-Duchy of Luxembourg


Auditors to the Issuer

KPMG S.A. PricewaterhouseCoopers Audit
Tour Eqho, 2, avenue Gambetta 63, rue de Villiers
92066 Paris La Défense Cedex 92200 Neuilly-sur-Seine
France France

Legal Advisers
To the Issuer To the Dealers
CMS Francis Lefebvre Avocats Linklaters LLP
2, rue Ancelle 25, rue de Marignan
92522 Neuilly-sur-Seine Cedex 75008 Paris
France France




194