Base Prospectus dated 10 June 2025




Sfil
€20,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Sfil
(the "Issuer" or "Sfil"), subject to compliance by the Issuer with all relevant laws, regulations and directives applicable to the Issuer and
the Notes, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding
will not at any time exceed €20,000,000,000 (or the equivalent in other currencies at the date of determination of the financial conditions
of the issue of any Notes).
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 Notes that are the subject of this Base Prospectus and investors should make their own assessment
as to the suitability of investing in the Notes.
Application may be made for Notes 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) 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 Notes 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 Notes will specify whether or not such Notes 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 Notes on a Regulated Market and/or the offer to the public of
Notes 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 Notes. 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 Notes will be issued in dematerialised form, as more fully described herein. The Notes 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 Notes.
The Notes may, at the option of the Issuer, be in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear
France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in section
entitled "Terms and Conditions of the Notes – Form, Denomination, Title and Redenomination") including Euroclear Bank SA/NV
("Euroclear") and the depositary bank for Clearstream Banking, S.A. ("Clearstream") or in registered form (au nominatif) and, in such
latter case, at the option of the relevant Noteholder (as defined in section entitled "Terms and Conditions of the Notes – Form,
Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be inscribed either
with the Issuer or with the registration agent (designated in the relevant Final Terms) acting on behalf of the Issuer, or in administered
registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the
relevant Noteholders.
The Notes are governed by, and shall be construed in accordance with, French law.
The final terms of the relevant Notes 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.




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The long term senior debt of the Issuer has been assigned a rating of AA- with a negative outlook by S&P Global Ratings Europe Limited
("S&P"), Aa3 with a stable outlook by Moody's France SAS ("Moody's") and AA (high) with a negative outlook by DBRS Ratings
GmbH ("DBRS"). The Notes issued under the Programme may be unrated or rated differently. The rating of Notes (if any) will be
specified in the relevant Final Terms. Each of S&P, Moody's and 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) as of the date of this Base
Prospectus. 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.
This Base Prospectus, any supplement thereto (if any) and the Final Terms related to the Notes admitted to trading on any Regulated
Market in the EEA 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 (https://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 (www.sfil.fr), 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 Notes 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




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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, the Issuer and its consolidated subsidiaries taken as a whole (the "Sfil Group") and the Notes
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 Notes and the reason for the issuance and its impact on the Issuer.
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 Notes, 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 Notes
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 or the Sfil Group 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 or trading position of the Issuer or the Sfil Group 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 Notes 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 Notes
and on distribution of this Base Prospectus (see section entitled "Subscription and Sale" of this Base
Prospectus).
NOTICE
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes 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 Notes.
A prospective investor may not rely on the Issuer, the Arranger or the Dealer(s) or any of their respective
affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
Neither the Issuer, the Arranger or the Dealer(s) nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the subscription or acquisition of the Notes by a prospective investor in the
Notes, 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.
AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS
Each potential investor in the Notes 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 Notes, the merits and risks of
investing in the relevant Notes 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 Notes and the impact that any such investment will
have on its overall investment portfolio;




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(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes 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;
(iv) understand thoroughly the terms of the relevant Notes 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 adviser) 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 Notes (in particular
to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as
collateral for various types of borrowing and (iii) other restrictions apply to its purchase of any Notes).
Some Notes are complex financial instruments. A potential investor should not invest in Notes which are
complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate
how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio. Some Notes which
are complex financial instruments may be redeemable at an amount below par in which case investors may
lose the value of part or their entire investment.
The tax legislation of the investors' Member State and of the Issuer's country of incorporation may have an
impact on the income received from the Notes.
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 Notes.
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 or 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 Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained or incorporated by reference in this Base Prospectus and its purchase of Notes 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 Notes 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 Notes. A rating assigned to
the Notes 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 Notes, and reflects only the views of the rating agency.
The ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Notes and the ability of the Issuer to make
payments under the Notes (including but not limited to market conditions and funding related and operational
risks inherent to the business of the Issuer). 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.
PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – In respect of (i) any
Notes 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 Notes with a denomination of at least €100,000, the Notes 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




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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 Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes 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 Notes 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 Notes with a denomination of at least €100,000, the Notes
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 Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or
selling the Notes 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 Notes may include a legend
entitled "MiFID II product governance" which will outline the target market assessment in respect of the Notes,
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
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (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 Notes
(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 Notes is a manufacturer as defined
in MiFID II in respect of such Notes, 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 Notes may include a
legend entitled "UK MiFIR product governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (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 Notes (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 Notes is a manufacturer in respect of such Notes,
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.




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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 Notes, the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets products" (as
defined in the CMP Regulations 2018) and Excluded 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).

Important notice relating to Inflation Linked Notes
Inflation Linked Notes 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 such indices stand 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 Notes. The INSEE
or Eurostat, as the case may be, is not responsible for or has not participated in the determination of the
timing of, prices of, or quantities of the Inflation Linked Notes to be issued or in the determination or
calculation of the interest payable under such Notes.
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 Notes 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 Notes. The issue of Inflation Linked Notes will not create any obligation on the part of any
such persons to disclose to the holders of the Notes or any other party such information (whether or not
confidential).
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 Notes.

Important notice relating to Green Notes, Social Notes or Sustainability Notes
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 notes (the "Green Notes"), social notes (the "Social Notes") or sustainability notes
(the "Sustainability Notes"), 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 Notes, Social
Notes or Sustainability Notes 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




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to be, a recommendation by the Issuer or any other person to buy, sell or hold any such Green Notes, such
Social Notes or such Sustainability Notes, as the case may be.
Neither the Arranger nor any Dealer makes any representation as to the suitability of the Green Notes, the
Social Notes or the Sustainability Notes 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 Notes, the Social Notes or the Sustainability Notes,
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 Notes, the Social Notes or the
Sustainability Notes.
For the avoidance of doubt, it is however specified that payments of principal and/or interest (as the case may
be) on the Green Notes, the Social Notes or the Sustainability Notes, as the case may be, shall not depend on
the performance of the relevant loan.




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TABLE OF CONTENTS


GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 9

RISK FACTORS ....................................................................................................................................... 16

CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS ... 33

INFORMATION INCORPORATED BY REFERENCE ......................................................................... 35

SUPPLEMENT TO THE BASE PROSPECTUS ...................................................................................... 42

TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 43

USE OF PROCEEDS ................................................................................................................................ 92

DESCRIPTION OF THE ISSUER ............................................................................................................ 93

RECENT DEVELOPMENTS ................................................................................................................. 108

SUBSCRIPTION AND SALE ................................................................................................................ 109

FORM OF FINAL TERMS 1 .................................................................................................................. 115

FORM OF FINAL TERMS 2 .................................................................................................................. 138

GENERAL INFORMATION .................................................................................................................. 156

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ........ 160




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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 Notes, the relevant Final Terms. The Notes 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 Notes" of this Base Prospectus shall
have the same meanings in this general description.
Issuer: Sfil
Legal Entity Identifier (LEI): 549300HFEHJOXGE4ZE63
Website: https://www.sfil.fr

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 above




9
as Dealers and to such additional persons that are appointed as dealers in respect
of the 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.
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 Notes, may from time to time
issue notes (the "Notes").
Programme Limit: Up to €20,000,000,000 (or the equivalent in other currencies at the date of
determination of the financial conditions of the issue of any Notes) aggregate
nominal amount of Notes 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 Banque Internationale à Luxembourg, société anonyme
Calculation Agent:
Risk Factors: There are certain factors which the Issuer believes are specific to the Issuer
and/or the Notes and material for the purpose of assessing the market risk
associated with the Notes and/or may alter its ability to fulfil its obligations
under the Notes towards investors and of which prospective investors should
be aware. These are set out under section entitled "Risk Factors" of this Base
Prospectus.
Method of Issue: The Notes may be issued on a syndicated or non-syndicated basis.
Series and Tranches: The Notes will be issued in series (each a "Series") having one or more issue
date(s). The Notes of each Series will be fungible with all other Notes 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 of Notes 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 Notes of a Tranche of each Series will be
fungible with all other Notes of the other Tranches of that Series.
Maturities: Subject to compliance with all relevant laws, regulations and directives, the
Notes may have any maturity as specified in the relevant Final Terms.
Currencies: Notes 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 single currency
introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Union, as
amended, references to "£", "pounds sterling", "GBP" and "Sterling" are to the
lawful currency of the United Kingdom, references to "$", "USD" and "U.S.
Dollars" are to the lawful currency of the United States of America and
references to "CHF" and "Swiss Francs" are to the lawful currency of
Switzerland.




10
Denomination: Notes shall be issued in the Specified Denomination as set out in the relevant
Final Terms.
Unless permitted by then current laws and regulations, Notes (including Notes
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).
The Notes shall be issued in one Specified Denomination only.
Redenomination: Notes 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 Notes – Form, Denomination, Title and Redenomination"
Form of Notes: Notes will be issued in dematerialised form.
Title to the Notes 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).
Status of Notes: The Notes are direct, unconditional, unsecured (subject to Condition 4) and
senior preferred obligations within the meaning of Article L.613-30-3-I-3° of
the French Code monétaire et financier of the Issuer and rank and will rank pari
passu and without any preference among themselves and at least pari passu
with all other direct, unconditional, unsecured and senior preferred obligations
of the Issuer (save for statutorily preferred exceptions).
Negative Pledge: There will be a negative pledge in respect of the Notes as set out in Condition
4 - see section entitled "Terms and Conditions of the Notes – Negative Pledge".
Interest rates and interest
periods: The Final Terms will specify whether the Notes bear interest. The length of the
interest periods for the Notes and the applicable interest rate may differ from
time to time or be constant for any Series. Notes 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 Notes 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 Notes: 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 Notes: Floating Rate Notes will bear interest payable in arrear or in advance on each
interest payment dates determined separately for each Series as follows:
(a) on the same basis as the Floating Rate which would be determined by the
Calculation Agent under a notional interest rate swap transaction under
the terms of an agreement incorporating the FBF Definitions; or
(b) on the same basis as the Floating Rate which would be determined by the
Calculation Agent under a notional interest rate swap transaction under
the terms of an agreement 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
(including, without limitation, CMS Rate, EURIBOR, €STR, SARON,
SOFR, SONIA or TEC10),




11
in each case plus or minus any applicable Margin and calculated and payable
as indicated in the relevant Final Terms. Floating Rate Notes 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.
Fixed/Floating Rate Notes: Fixed/Floating Rate Notes 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.
Zero Coupon Notes: Zero Coupon Notes may be issued at their nominal amount or at a discount to
it and will not bear interest.
Inflation Linked Notes: Inflation Linked Notes may be issued by the Issuer where the interest and/or
principal in respect of such Notes 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
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: There will be events of default in respect of the Notes as set out in Condition 9
– see section entitled "Terms and Conditions of the Notes - Events of Default".

Final Redemption: Unless previously redeemed or purchased and cancelled or its maturity is
extended as provided below pursuant to any Issuer's or Noteholders' option in
accordance with Condition 6, each Note shall be finally redeemed on the
Maturity Date specified in the relevant Final Terms at its Final Redemption
Amount.
Optional Redemption: The Final Terms issued in respect of each issue of Notes shall state whether
such Notes may be redeemed prior to their stated maturity at the option of the
Issuer (either in whole or in part) and/or the Noteholders and, if so, the terms
applicable to such redemption, as set out in Condition 6 - see section entitled
"Terms and Conditions of the Notes – Redemption, Purchase and Options".
Taxation Redemption: The Notes may be subject to redemption at the option of the Issuer 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 Notes 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 France or any authority therein or thereof
having power to tax, unless such withholding or deduction is required by law.
Additional amounts: If French law should require that payments of principal or interest in respect of
any Note be subject to withholding or deduction in respect of any taxes, duties,
assessments or governmental charges of whatever nature, the Issuer will, to the
fullest extent then permitted by law, pay such additional amounts as shall result
in receipt by the Noteholders of such amounts as would have been received by
them had no such withholding or deduction been required, except that no such
additional amounts shall be payable with respect to any Note to, or to a third
party on behalf of a Noteholder, who is liable to such taxes, duties, assessments
or governmental charges in respect of such Note by reason of his having some
connection with France other than the mere holding of the Note.
Representation of Noteholders: Noteholders 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,




12
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 11 - see section entitled "Terms and Conditions of the Notes –
Representation of Noteholders".
The Masse will be a separate legal entity and will act in part through a
Representative and in part through Collective Decisions.
Central Depositary: Euroclear France.

Clearing Systems: Euroclear France, Clearstream and Euroclear.
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 Notes that are the subject of this Base
Prospectus and investors should make their own assessment as to the suitability
of investing in the Notes.
This Base Prospectus shall be valid for the admission to trading of Notes on a
Regulated Market and/or the offer to the public of Notes 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 Notes. 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 Notes: Application may be made for Notes 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
Notes 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 Notes will specify whether or not such Notes will be admitted
to trading and, if so, the relevant market.
Non-Exempt Offer of Notes: Notes may be offered to the public pursuant to a non-exempt offer in France
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.
Green, Social and Sustainability Green Notes may be issued by the Issuer to finance and/or refinance, in whole
Notes: or in part, Eligible Green Loans as defined under the Sfil Group Green, Social
and Sustainability Bond Framework.
Social Notes may be issued by the Issuer to finance and/or refinance, in whole




13
or in part, Eligible Social Loans as defined under the Sfil Group Green, Social
and Sustainability Bond Framework.
Sustainability Notes 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
under 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 International
Capital Market Association 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 Notes, Social Notes and Sustainability Notes 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 the Issuer's website (https://sfil.fr/obligations-vertes-sociales-
durables/ or https://sfil.fr/en/green-social-and-sustainable-bonds/).
Use of Proceeds: The net proceeds of the issue of the Notes or an amount equivalent to the net
proceeds in the case of Green Notes, Social Notes or Sustainability Notes will
(as specified in the applicable Final Terms) be allocated by the Issuer either:
(i) for the Issuer's general corporate purposes; or
(ii) in the case of Green Notes to finance and/or refinance, in whole or in part,
Eligible Green Loans as defined under the Sfil Group Green, Social and
Sustainability Bond Framework; or
(iii) in the case of Social Notes to finance and/or refinance, in whole or in part,
Eligible Social Loans as defined under the Sfil Group Green, Social and
Sustainability Bond Framework; or
(iv) in the case of Sustainability Notes to finance and/or refinance, in whole
or in part, Eligible Green Loans and Eligible Social Loans as defined
under 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
Notes for which there is a particular identified use of proceeds (other than
as specified above).
Ratings: Notes to be issued under the Programme are expected to be rated AA- with a
negative outlook by S&P Global Ratings Europe Limited ("S&P"), and/or Aa3
with a stable outlook by Moody's France SAS ("Moody's") and/or AA (high)
with a negative outlook by DBRS Ratings GmbH ("DBRS") and their
respective successors and/or by any other rating agency. Each of S&P, Moody's
and 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) as of
the date of the Base Prospectus.




14
Notes issued under the Programme may be rated or unrated. The rating (if any)
of Notes 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 Notes 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 Notes 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
(www.sfil.fr) in accordance with applicable laws and regulations:
(i) the up to date by-laws (statuts) of the Issuer;
(ii) any document containing information (including any future financial
information) incorporated by reference in this Base Prospectus; and
(iii) 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 Notes 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.
Governing Law: The Notes and any non-contractual obligations arising out of or in connection
with them are governed by, and shall be construed in accordance with, French
law.




15
RISK FACTORS

The following are risk factors which the Issuer believes are specific to the Issuer and/or the Notes and material for
the purpose of assessing the market risk associated with the Notes and/or may alter its ability to fulfil its obligations
under the Notes towards investors and of which prospective investors should be aware.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
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 the Issuer.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes 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 the Issuer, may result in material risks in the future.
Prior to making an investment decision, prospective investors should also read the detailed information set out
elsewhere in this Base Prospectus (including any documents deemed to be incorporated by reference herein) and
make their own opinion about risk factors prior to making any investment decision. Investors should in particular
conduct their own analysis and evaluation of the risks relating to the Issuer, its financial condition and the Notes
and consult their own financial or legal advisers about risks associated with investment in a particular Series of
Notes and the suitability of investing in the Notes in light of their particular circumstances.
Words and expressions defined in section entitled "Terms and Conditions of the Notes" of this Base Prospectus herein
shall have the same meanings in this section.
I. RISKS RELATING TO THE ISSUER AND ITS OPERATIONS
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 and the Sfil Group 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 Solvency risk – Risk of deterioration of the solvency ratio Unlikely Significant
1.2 Business activity risk - Sfil may face a decrease in its activity and
its margins in the French public sector lending market or in the Unlikely Moderate
refinancing of export credit
1.3 Regulatory risk - Risk arising from European and French laws and
Unlikely Moderate
regulations
2) Credit and counterparty risks
2.1 Risk of default Likely Significant
2.2 Risk of geographic concentration Unlikely Low
2.3 Risk of default of bank counterparties Very Unlikely Moderate
3) Financial risks
3.1 Credit rating of Sfil will be affected by the evolution of the credit
rating of the French State Very Likely Significant

3.2 Risk of a liquidity shortfall that may affect the Issuer's ability to
settle its debt commitments in a timely fashion Very Unlikely Significant

3.3 Sfil may be exposed to losses due to changes in interest rate risk or
changes in other market parameters Very Unlikely Moderate

4) Operational and non-compliance risks




16
4.1 Cyber risk Likely Significant
4.2 Non-compliance risk Unlikely Moderate
4.3 Other Operational risks Unlikely Significant
4.4 Legal and tax risks Likely Low
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

1. Strategic & Business risk
1.1. Solvency risk – Risk of deterioration of the solvency ratio
The solvency ratio is one of the key metrics considered by regulators and rating agencies in the overall assessment
of the bank. The level of the solvency ratio might be impacted by the evolution of the external rating of the French
State. A downgrade to the Credit Quality Step 2 would induce an increase in the risk weighting of the exposures
not denominated in local currency, and subsequently a deterioration in the solvency ratio. However, these exposures
currently form only a minor part of the sovereign exposures. As of 31 December 2024, Sfil's solvency ratio stands
at a high level (42.2%), well above the regulatory threshold (8.56%). Therefore, even if the indicator were to decline,
it would remain above the threshold level. However, a deterioration in the solvency ratio could significantly damage
Sfil's reputation and regulatory scrutiny.
1.2. Business activity risk - Sfil may face a decrease in its activity and its margins in the French public sector
lending market or in the refinancing of export credit
Sfil may face increasing competition in the local government lending market or in the refinancing of export credit.
In France, where it will source its new assets, competition may increase from French universal banks. As an
illustration, in 2024, Sfil with its partners La Banque Postale ("LBP") and Banque des Territoires granted loans for
EUR 6.3 billion to the French local public sector entities.
Certain Sfil's and LBP's competitors may be larger and better capitalized than Sfil, 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, Sfil
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. As far as the export credit market is concerned, the competition is very
sharpened for projects with a strong green dimension, this trend being exacerbated for Sfil in the context of the
transactions denominated in currencies other than the Euro. This could make it more difficult for Sfil to purchase
or refinance eligible loans and credit exposures with a sufficient margin to be refinanced by the Notes. 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 Sfil, or
otherwise materially affect Sfil's business, financial condition, cash flows and results of operations.
For export credit refinancing, after a record year in 2023, the refinancing of export credits remained at a high level
in 2024 for the Sfil Group: five contracts were signed for EUR 2.4 billion (compared to six contracts for EUR 5.0
billion in 2023). Since the launch of this mission mid-2015, the Sfil Group refinanced a total of 33 operations for
EUR 18.5 billion.
1.3. Regulatory Risk - Risk arising from European and French laws and regulations
Sfil business operations are governed by European and French laws and regulations and are subject to supervision
by the European Central Bank and by the Autorité de contrôle prudentiel et de résolution ("ACPR"). Any changes
to the current French legislation (in particular for Caisse Française de Financement Local ("Caffil"), legislation
relating to the issuance of obligations foncières and the privilège attached to such obligations foncières) could
adversely affect Sfil'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 and Article 129 of the Regulation (EU) No 575/2013 dated 26 June 2013 on




17
prudential requirements for credit institutions, as amended (the "Capital Requirements Regulation")) could also
adversely affect Sfil's business, financial condition, cash flows and results of operations.
In addition, to maintain its "European Covered Bond (Premium)" label for its issues, Caffil 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 other 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 Sfil Group's business, financial condition, cash flows and
results of operations.
2. Credit and counterparty risks
2.1 Risk of default
Credit risk represents the potential loss that Sfil may incur by reason of the deterioration of its counterparties'
solvency. A default by any of its counterparties or clients could have a negative effect on its financial situation. A
solvency default by a counterparty or client could cause other institutions to default and generate liquidity
problems. The stability of such institutions depends greatly on the trends in the market, notably through credit
and other financial flows linking these institutions together. This risk can significantly and adversely affect the
financial intermediaries, banks and depositories with which Sfil operates daily which may therefore adversely
affect its income, returns and solvency.
Sfil faces credit risk on its loans and bonds portfolio, including its treasury portfolio. Sfil's portfolio is
principally made up of exposures on public borrowers. The ability of public sector borrowers, including local
authorities and municipalities, to meet their payment obligations may be affected by their levels of indebtedness,
social spending obligations, interest rates and tax revenue collections, transfers of subsidies from the central
governments, each of which could be significantly and adversely affected by a deterioration of general
economic conditions. Deteriorating economic conditions could therefore have a significant adverse effect on the
credit quality of the assets of Sfil.
Sfil also refinances export credits. Since the launch of this activity in 2015, total production reached EUR 18.5
billion at the end of 2024. These loans benefit from a 100% guarantee provided by the French State through
Bpifrance Assurance Export (or later through other European export credit agencies or multilateral lenders). These
loans are thus considered as exposures to the French State. The French 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 significantly and adversely affected by a deterioration in general economic conditions. In
case an export credit borrower defaults, deteriorating economic conditions could therefore have a significant
adverse effect on the recovery of these assets.
The cruise sector, whose debt is fully guaranteed by Bpifrance Assurance Export in the name and on behalf of the
French State in principal and/or interest is still on the Watchlist due to the residual effect of the Covid 19 crisis and
due to the increase of the cost of fuel.
Bond markets were marked in 2024 by the beginning of a cycle of a looser monetary policy of the main central banks
(Federal Reserve and European Central Bank), leading each of them to reduce their key rates by 100 basis points
cumulatively over the year. This context, buoyant for the bond issuance activity in the sovereign, supranational and
agency issuers and covered bond segments, was reflected during the first half‑year of 2024 by strong global demand
from investors across a wide range of maturities and a movement in spread performance. The market environment,
the result of the elections in the United States of America and the degradation in the European geopolitical, economic
and financial outlook from November onwards resulted in a slowdown in the bond issuance activity. In this context,
the total amount issued in 2024 under the Sfil Group's issuance programme amounted to EUR 9 billion in 2024.
As an illustration, exposures to credit risk, which is measured using the "Exposure at Default" (EAD) metric,
amounted to EUR 75 billion as of 31 December 2024 (excluding non-current assets and accruals and other liabilities):
• 53% of this exposure is concentrated in French local public authorities (regions, departments, municipalities
and groups of municipalities, etc.);
• 29% of this exposure is included in "Sovereign" items including 81% as a result of the export credit activity;
• 9% of this exposure comes from public sector entities, including 84% from public stakeholders in the hospital
sector.




18
The quality of the Sfil Group's asset portfolio is illustrated by the risk weighting assigned to its assets for the
calculation of the solvency ratio. The amount of risk‑weighted exposures (RWA) stands at EUR 2.9 billion for
credit risk.
The following table presents a breakdown of credit risk exposures by risk weight as of 31 December 2024, as used
for the calculation of own funds requirements for credit risk:




Furthermore, Sfil has only one exposure in Ukraine, which at 31 December 2024 represented an outstanding amount
of EUR 33 million. This transaction is 100% guaranteed by the French State and Sfil is not therefore directly
exposed to credit risk on this outstanding loan.
2.2 Risk of geographic concentration
The vast majority of the assets (more than 90%, excluding replacement assets and cash), measured by principal
amount of the assets, is concentrated in France. The ability of the French State and local authorities and municipal
borrowers and guarantors, like other public sector borrowers, to meet their obligations will be affected by the
economic factors noted above. Adverse changes in the financial, economic and fiscal conditions within France may
have consequences for the French public sector borrowers.
Furthermore, Sfil 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. Adverse financial, economic
and fiscal conditions in these economies and perceived weaknesses of a country's financial situation may also have
an impact on the credit quality of the assets and consequently potentially adversely affect the Issuer.
2.3 Risk of default of bank counterparties
Sfil enters into derivative transactions with a number of bank counterparties as part of its currency and interest
rate hedging operations. These derivatives are governed by master agreements that provide for the bilateral
exchange of collateral or unilateral exchange of collateral in favour of Caffil. When a derivative is entered into
between Sfil and Caffil, Sfil is unilaterally posting collateral to Caffil. In this last hypothesis, Sfil benefits
for its derivative exposures on Caffil from the legal privilège, pari passu with the covered bonds (obligations
foncières) of Caffil. As an illustration, exposure to credit risk for financial institutions, which is measured using the
"Exposure at Default" (EAD) metric, amounted to EUR 3.7 billion (5% of total EAD amount) as of 31 December
2024.
While having collateral agreements and hedging derivatives with a large number of counterparties is designed to
mitigate risk, Sfil is nonetheless exposed to the risk of default of its derivative counterparties. This could adversely
affect cash flows, results of operations and financial condition of Sfil.
The assets of Sfil are invested in various types of debt instruments, including cash investment securities issued by
banks. Most of these assets are classified in a Hold to Collect portfolio and Sfil is therefore not subject to the evolution
of the price of these assets. Sfil is however exposed to the evolutions of the value of the balance of its portfolio
in case of decrease in the prices of these financial assets and is also exposed to counterparty risks in relation
to these financial assets. In such cases, it may adversely affect cash flows, results of operations and financial
condition of Sfil.
3. Financial risks
3.1 Credit rating of Sfil will be affected by the evolution of the credit rating of the French State




19
The shareholding structure of Sfil, parent company of Caffil changed in 2020. On 30 September 2020, the French
State, Caisse des dépôts et consignations ("CDC") and LBP announced the finalization of the acquisition by CDC
(that held a 20% stake to date) of all of the Sfil shares held by LBP (i.e. 5%) and of all of the shares held by the
State (i.e. 75%), with the exception of one ordinary share that the State retained in accordance with the terms of the
agreement announced on 9 October 2019 and 4 March 2020. CDC is Sfil's reference shareholder. The State will
continue to have a seat on Sfil's Board of Directors by means of a non-voting director, in view of the public interest
missions entrusted to Sfil.
Sfil's shareholding structure is 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 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.
Sfil's long term senior debt has been assigned a rating of Aa3 with a stable outlook by Moody's, AA- with a negative
outlook by S&P and AA (high) with a negative outlook by DBRS.
The credit rating of Sfil is closely linked to that of the French State. Moreover, in the context of its activities of
refinancing large export credits, Sfil also grants export credit loans that are 100% insured by the French State and
managed by the French public export credit agency under its control, on its behalf and in its name. The export
credits are thus considered as exposures to the French State. The French 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 deterioration in general economic conditions.
Deteriorating economic conditions could therefore have an adverse effect on the credit quality of the assets of Sfil.
In the event of a downgrade of the credit rating of the French State, ratings of Sfil and of the Notes may be affected.
If the credit rating of the Notes were reduced due to these factors, such downgrade may adversely affect the value
of Sfil's outstanding Notes, increase Sfil's cost of borrowing and adversely affect Sfil's ability to issue new Notes.
3.2 Risk of a liquidity shortfall that may affect the Issuer's ability to settle its debt commitments in a timely fashion
Liquidity risk can be defined as the risk that Sfil may not be able to find the necessary liquidity to cover the
financing needs related to its activity, and/or may not be able to settle its liabilities in due date. As a consequence,
Sfil faces the risk that it cannot meet its obligations, such as being unable to reimburse its counterparties or investors.
The Sfil Group's liquidity requirements are mainly of four types: (i) financing of assets, including those on Caffil's
balance sheet (ii) financing the liquidity needs arising from the repayment of the issues made by Sfil or by Caffil
(iii) financing of liquidity needs linked to compliance with regulatory ratios including its subsidiary Caffil collateral
ratio and (iv) financing of the cash collateral of hedging derivatives intermediated by Sfil. Liquidity needs may
increase in case of adverse market conditions.
As Sfil turns to the market for short-, medium- or long-term financing, prolonged disruptions, uncertainty or
volatility in the debt markets may limit Sfil's ability to access funding, particularly its ability to issue longer-
dated securities in international capital markets These market conditions may limit Sfil's ability to replace, in a
timely manner, maturing liabilities. Sfil may also be forced to delay raising longer term funding, rely on shorter term
funding than it would prefer to, or pay higher interest rates, thereby increasing its debt expense, decreasing its
profitability and significantly reducing its financial flexibility. In such cases, it may significantly and adversely affect
cash flows, results of operations and financial condition of Sfil. However, as an illustration, as of 31 December
2024, LCR ratio reached 440% on a consolidated basis and the amount of liquidity reserves amounted to EUR 44.1
billion on a consolidated basis.
3.3 Sfil may be exposed to losses due to changes in interest rate risk or changes in other market parameters
The Sfil Group 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:
• a greater uncertainty about new production volumes: quick changes in financing conditions and higher credit
costs, as well as uncertainties about the macroeconomic environment, could lead some customers to reduce
or postpone their investments; and
• an increased interest rate volatility could result in a greater variation of the interest margin, for the part of
the production for which the interest rate is macro-hedged.




20
Based on a constant balance sheet (renewal of operations on the basis of the outstanding amount at the closing date)
on 31 December 2024, the sensitivity of the net interest rate margin over twelve (12) months is:
• for a parallel increase in rates of 200 basis points: a decrease of EUR 10 million; and
• for a parallel decrease in rates of 200 basis points: an increase of EUR 9.1 million.
Certain transactions, although not representing a regulatory market risk, are nevertheless sensitive to the volatility
of market parameters and may consequently impact the accounting income or equity; they are monitored as non-
regulatory market risks. These are mainly:
• risks arising from fluctuations in the valuation of financial assets recognised at fair value through profit or
loss or through equity;
• certain hedging derivatives according to IFRS, for which there may be a difference between the valuation
of the hedged risk and the valuation of the hedging item (derivative), which are valued using different yield
curves;
• changes in accounting value adjustments on derivatives, such as CVA (Credit Valuation Adjustment) and
DVA (Debit Valuation Adjustment), recognised in net income in accordance with IFRS;
• the provision for investment securities under French accounting standards; and
• risks that may materialise at the level of Sfil's individual financial statements, in the context of its derivatives
intermediation activity carried out on behalf of Caffil, if the derivatives carried out by Sfil with external
counterparties are not perfectly replicated at Caffil.
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, Sfil 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'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 strives to comply with all laws, regulations, professional standards or recommendations that apply to it.
However, as compliance requirements become more stringent, Sfil is exposed to the risk of non-compliance, i.e.




21
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 Sfil to various types of litigation,
sanctions, fines or costs relating to failure to comply with above mentioned provisions, that may adversely affect
Sfil'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.
4.3 Other operational risks
Sfil defines operational risk as the risk of loss due to inappropriate, or failure of, procedures, individuals or
systems, or loss resulting from external events. As of 31 December 2024, Risks Weighted Assets (RWA) affected
to operational risk (reported in the Pillar III report and calculated on standard approach) amounted to EUR 394
million (12% of total RWA).
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 since the creation of
Sfil due to several factors:
• an activity requiring expertise in certain fields linked to the specificity of Sfil (local public sector,
balance sheet management, covered bonds, etc.) associated with the limited number of key skills in
certain teams due to their reduced size; and
• 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).
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 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 Sfil's business,
profits and financial situation.




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4.4 Legal and tax risks
Sfil 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 trends in the EU local government and municipal lending
market may expose Sfil to financial and reputational risk.
In the worst case, it may adversely affect cash flows, results of operations and financial condition of Sfil. However,
the risks remain limited; as an illustration, the amount of provisions for pending legal issues is below EUR 2 million
as of 31 December 2024.
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 Sfil failed to meet its sustainability commitments.
Similarly, given Sfil'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 Sfil 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 (in particular business continuity risk), market and ALM risk (especially liquidity risk) as well as reputation risk.
Sfil 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 frequent extreme
weather events (flood, storms, etc) and to higher investment needs to adjust to a more sustainable economic model.
They may also affect Sfil's business continuity. They can also have a significant impact on Sfil's extra-financial rating
and more globally on Sfil'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 Sfil's issuance capacity, in a context of a fast-changing regulatory framework. Lastly, they can
ultimately have an impact on Sfil's strategy and business model.
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 Sfil's reputation and generate financial losses. As mentioned above, the deterioration of Sfil'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 Sfil's
reputation.




23
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 Sfil reputational damage. As mentioned above, the deterioration of Sfil's image could lead
to higher financing costs for the entity and reduce the company's overall margin by several million euros.
II. RISKS RELATING TO THE NOTES
A. RISKS RELATING TO THE STRUCTURE OF A PARTICULAR ISSUE OF NOTES
(i) Interest rate risks related to the Notes
Fixed Rate Notes
Condition 5(b) of the Terms and Conditions of the Notes allows for the issuance of Notes that pay a fixed rate of
interest to Noteholders. Investors in Fixed Rate Notes are exposed to the risk that subsequent changes in interest rates
may adversely affect the value of the Notes.
While the nominal interest rate of a Fixed Rate Note is determined during the term of such Note or within 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 Note varies in the opposite direction. If the market interest rate increases, the price of the Fixed
Rate Note typically decreases, until the yield of such Fixed Rate Note equals approximately the market interest rate.
If the market interest rate decreases, the price of the Fixed Rate Note typically increases, until the yield of such Fixed
Rate Note equals approximately the market interest rate.
Movements of the market interest rate can adversely affect the price of the Fixed Rate Note and can lead to losses if
they sell Notes during the period in which the market interest rate exceeds the fixed rate of such Note. 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 Notes and cause Noteholders who sell Notes on the secondary market to lose part of their initial
investment.
Floating Rate Notes
Condition 5(c) of the Terms and Conditions of the Notes allows for the issuance of Notes that pay a floating rate of
interest to Noteholders. A key difference between Floating Rate Notes and Fixed Rate Notes is that interest income
on Floating Rate Notes cannot be anticipated. Due to varying interest income, it is difficult to anticipate future market
volatility in interest rates, but any such volatility may have a significant adverse effect on the yield of Floating Rate
Notes at the time the investors 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 Notes 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 issue Fixed Rate Notes may affect the market value and the secondary market (if any)
of the Floating Rate Notes (and vice versa).
Fixed/Floating Notes
Condition 5(e) of the Terms and Conditions of the Notes allows for the issuance of Fixed/Floating Notes which bear
interest at a rate that converts either automatically or at the option of the Issuer from a Fixed Rate to a Floating Rate,
or from a Floating Rate to a Fixed 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 Notes as the change of interest
basis may result in a lower interest return for Noteholders. If the Issuer converts from a Fixed Rate to a Floating
Rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable
Floating Rate Notes tied to the same reference rate. In addition, the new Floating Rate at any time may be lower than
the rates on other Notes. Where the Notes convert from a Floating Rate to a Fixed Rate, the Fixed Rate may be lower
than then prevailing rates on those Notes and could affect the market value of an investment in the relevant Notes.
Therefore, investors could receive a lower return on the Notes and, as a result, lose all or part of their investment in
the Notes.
Inflation Linked Notes
Condition 5(c), Condition 6(e) and Condition 6(f)(ii) of the Terms and Conditions of the Notes allows for the issuance
of Notes with principal and/or interest determined by reference to the rate of inflation in France or in the European
Monetary Union ("Inflation Linked Notes"). Inflation Linked Notes 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




24
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 Notes or at the time of purchase by the Noteholders, then the amount of interest payable by the Issuer and/or
the principal of Inflation Linked Notes may vary. Noteholders may receive no interest.
Each holder of Notes linked to an Inflation Index may receive a Redemption Amount which will be determined on
the basis of a formulae and by reference to a ratio IIR (as defined in Condition 6(e) of the Terms and Conditions of
the Notes). If the calculated Redemption Amount is below par, the Notes will be redeemed at par. An investment in
Inflation Linked Notes 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
Notes.
In addition, the value of Inflation Linked Notes on the secondary market is subject to greater levels of risk than the
value of other Notes and the market price of such Notes may be very volatile. The secondary market, if any, for
Inflation Linked Notes 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 Notes, the amount outstanding of such Notes 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 Notes are exposed to the risk that changes in the levels of the Inflation Indices may
adversely affect the value of such Notes and as a result, investors could lose part of their investment.
Reform and regulation of "Benchmarks"
Pursuant to Condition 5(c) of the Terms and Conditions of the Notes, the Rate of Interest in respect of Floating Rate
Notes or Fixed/Floating Rate Notes 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 Notes or Fixed/Floating Rate
Notes linked to or referencing such a "Benchmark".
If a "Benchmark" were discontinued or otherwise unavailable, the rate of interest on Floating Rate Notes or
Fixed/Floating Rate Notes 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 Notes or Fixed/Floating Rate Notes (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 Notes 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
Notes, 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




25
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 Notes 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 Notes or Fixed/Floating Rate Notes linked to or referencing such a "Benchmark".
Risks related to Notes 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 Notes or Fixed/Floating Rate Notes. 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 Notes or Fixed/Floating Rate Notes may provide that the Rate of
Interest for such Notes will be determined by reference to such overnight risk-free rates such as the Euro short term
rate (the "€STR"), the Swiss Average Rate Overnight (the "SARON"), the Secured Overnight Financing Rate
(the "SOFR") or the Sterling Overnight Index Average (the "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 Notes and used in relation to Floating Rate Notes
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
Notes or Fixed/Floating Rate Notes. The return on and value of €STR-, SARON-, SOFR- or SONIA-linked Notes
may fluctuate more than Notes that are linked to less volatile rates. Since overnight risk-free rates are relatively
new market indices, the Notes 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 Notes may not be able to sell the Notes at all
or may not be able to sell the Notes at prices that will provide them with a yield comparable to similar investments
that have a developed a secondary market, and may consequently suffer from increased pricing volatility and market
risk.
Interest on Floating Rate Notes or Fixed/Floating Rate Notes 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 Notes or Fixed/Floating Rate Notes that reference
€STR, SARON, SOFR or SONIA to reliably estimate the amount of interest that will be payable on such Floating
Rate Notes.
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 Notes or Fixed/Floating Rate Notes referencing €STR, SARON, SOFR or SONIA.
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 Notes 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 Floating Rate Notes or Fixed/Floating Rate Notes 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)(iv)(D) of the Terms and Conditions of the Notes, 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 Notes or Fixed/Floating Rate Notes will be changed in ways that may be adverse to holders of such
Notes, without any requirement to obtain the consent of such holders.
Pursuant to the Terms and Conditions of any Floating Rate Notes or Fixed/Floating Rate Notes 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)(iv)(D) of the Terms




26
and Conditions of the Notes), and may include concomitant changes to the Terms and Conditions of the Notes
necessary to make the Successor Rate or Alternative Rate (as defined in Condition 5(c)(iv)(D) of the Terms and
Conditions of the Notes) as comparable as possible to the previous Reference Rate, all as determined by the
Independent Adviser and without the consent of the Noteholders.
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
Successor Rate or Alternative 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 Successor Rate or Alternative Rate for any
Reference Rate on or prior to the next following relevant Floating Rate Determination Date, then the provisions for
the determination of the Rate of Interest on the affected Floating Rate Notes or Fixed/Floating Rate Notes will not
be changed. In such cases, the Terms and Conditions of the Notes provide that the Rate of Interest on such Floating
Rate Notes or Fixed/Floating Rate Notes 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, Noteholders will, consequently, not
benefit from any increase in rates. The trading value and return of such Floating Rate Notes or Fixed/Floating Rate
Notes 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 Notes or Fixed/Floating Rate
Notes or could have a material adverse effect on the value or liquidity of, and the amount payable under, the Floating
Rate Notes or Fixed/Floating Rate Notes. 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
Noteholder, any such adjustment may not be favourable to each Noteholder.
Zero Coupon Notes
Condition 5(d) of the Terms and Conditions of the Notes allows for the issuance of Notes that pay no interest to
Noteholders. Changes in market interest rates generally have a substantially stronger impact on the prices of Zero
Coupon Notes than on the prices of ordinary notes because the discounted issue prices are substantially below par.
If market interest rates increase, Zero Coupon Notes can suffer higher price losses than other notes having the same
maturity and credit rating. Due to their leverage effect, Zero Coupon Notes are a type of investment associated with
a particularly high price risk and Noteholders may, as a result, lose all or part of their investment in the Notes.
(ii) Risks related to the redemption of the Notes
Redemption at the option of the Issuer
In the event that the Issuer would be required to pay additional amounts in respect of any Notes due to any
withholding or deduction as provided in Condition 8 of the Terms and Conditions of the Notes, the Issuer may, in
certain circumstances, redeem all of the Notes then outstanding in accordance with Condition 6(b) of the Terms and
Conditions of the Notes.
In addition, if the Issuer exercises its right to redeem any Notes early in accordance with Condition 6(c) of the Terms
and Conditions of the Notes, this may limit the market value of such Notes and an investor may not be able to reinvest
the redemption proceeds in a manner which achieves a similar effective return.
If the Issuer decides to redeem the Notes in part only, such partial redemption shall be effected by reducing the
nominal amount of all such Notes in proportion to the aggregate nominal amount redeemed). The liquidity of the
Notes 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 Notes.
Furthermore, as a consequence of an early redemption, the yields received upon redemption may be lower than
expected, and the redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by the
Noteholder. The Noteholder may thus not receive the total amount of the capital invested. In addition, investors that
choose to reinvest monies they receive through an early redemption may be able to do so only in securities with a
lower yield than the redeemed Notes.




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Redemption at the option of the Noteholders
Exercise of the Put Option (as provided in Condition 6(d) of the Terms and Conditions of the Notes) in respect of
certain Notes may affect the liquidity of the Notes of the same Series in respect of which such option is not exercised.
Depending on the number of Notes of the same Series in respect of which the Put Option provided in the relevant
Final Terms is exercised, any trading market in respect of those Notes in respect of which such option is not exercised
may become illiquid.
(iii) Risks related to the rating of the Notes
The value of the Notes is expected to be affected, in part, by investors' general appraisal of the creditworthiness of
the Issuer and the Sfil Group. The rating of Notes (if any) 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 S&P Global Ratings Europe Limited, Moody's France SAS, DBRS Ratings GmbH
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 Notes or their marketability in the secondary market transactions and adversely affect the Issuer's ability to
issue new Notes.
In addition, if the financial situation of the Issuer deteriorates, notwithstanding Condition 9 of the Terms and
Conditions of the Notes, it may not be able to fulfil all or part of its payment obligations under the Notes, and
investors may lose all or part of their investment.
Please also refer to the risk factor 3.1 entitled "Credit rating of Sfil will be affected by the credit rating of the French
State" above.
(iv) Risks related to Green Notes, Social Notes and Sustainability Notes
The Final Terms relating to any specific Tranche of Notes may provide that it will be the Issuer's intention to allocate
the net proceeds or an amount equivalent to the net proceeds of the issue of those Notes to:
(i) Eligible Green Loans as defined under 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 Notes being "Green Notes");
(ii) Eligible Social Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework (such
Notes being "Social Notes"); or
(iii) Eligible Green Loans and Eligible Social Loans as defined under the Sfil Group Green, Social and
Sustainability Bond Framework (such Notes being "Sustainability Notes"),
such Sfil Group Green, Social and Sustainability Bond Framework being published on the website of the Issuer
(https://sfil.fr/obligations-vertes-sociales-durables/ or https://sfil.fr/en/green-social-and-sustainable-bonds/) for an
issue of Green Notes, Social Notes or Sustainability Notes 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 Notes 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 notes (such as the Green Notes) that do not comply with the EuGB Regulation is not clear, but
it could result in a decrease in investor demand for such green notes, a decrease in their market value or in their
liquidity.
For reasons beyond the Issuer's control, the use of proceeds of any Green Notes, Social Notes or Sustainability Notes
may not satisfy any present or future legislative or regulatory requirements, or any present or future investor




28
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 Notes, Social Notes or Sustainability Notes for investors. This may affect the price or the value and the
liquidity of the Green Notes, Social Notes or Sustainability Notes.
The Issuer intends to apply the proceeds of any Green Notes, Social Notes or Sustainability Notes, as the case may
be, to finance and/or refinance, in whole or in part, 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 Notes, Social Notes or Sustainability Notes issued prior to their implementation. Any such event or failure by
the Issuer will not constitute an Event of Default under the Green Notes, the Social Notes or the Sustainability Notes,
as the case may be.
In addition, any failure to apply the proceeds of any issue of Green Notes, Social Notes or Sustainability Notes, as
the case may be, for any loan as aforesaid and/or withdrawal of any such opinion or certification or any such opinion
or certification attesting that the Issuer is not complying in whole or in part with any matters for which such opinion
or certification is opining or certifying on may have a material adverse effect on the value and marketability of such
Green Notes, such Social Notes or such Sustainability Notes, as the case may be, and also potentially the value of
any other Green Notes, Social Notes or Sustainability Notes and/or result in adverse consequences for certain
investors with portfolio mandates to invest in securities to be used for a particular purpose.
B. RISKS RELATING TO ALL SERIES OF NOTES
Credit Risk
As contemplated in Condition 3 of the Terms and Conditions of the Notes, the Notes are direct, unconditional,
unsecured (subject to Condition 4 of the Terms and Conditions of the Notes) and senior preferred obligations within
the meaning of Article L.613-30-3-I-3° of the French Code monétaire et financier of the Issuer and rank and will
rank pari passu and without any preference among themselves and at least pari passu with all other direct,
unconditional, unsecured and senior preferred obligations of the Issuer (save for statutorily preferred exceptions).
However, an investment in the Notes involves taking credit risk on the Issuer. If the financial situation of the Issuer
deteriorates, notwithstanding Condition 9 of the Terms and Conditions of the Notes which enables the Noteholders
to request the redemption of the Notes, it may not be able to fulfil all or part of its payment obligations under the
Notes and investors may lose all or part of their investment.
French and European rules relating to insolvency and bank recovery and resolution
The Issuer having its registered office in France, French insolvency laws apply to the Issuer.
Under French insolvency law, pursuant to Ordinance 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 procedure (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 Noteholders) 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.




29
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.
For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in Condition 11
of the Terms and Conditions of the Notes will not be applicable to the extent they are not in compliance with
compulsory insolvency law provisions that apply in these circumstances.
Furthermore, 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.
Since 1st 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 legislative proposal published by the European Commission on 27 October 2021 is
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 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 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 Notes 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.
The BRRD provides, inter alia, that Resolution Authorities shall exercise the write-down power in a way that results
in (i) common equity tier 1 instruments being written down first in proportion to the relevant losses, (ii) thereafter,
the principal amount of other capital instruments, including additional tier 1 instruments and tier 2 instruments,
being written down or converted into common equity tier 1 instruments on a permanent basis and (iii) thereafter,
eligible liabilities (including senior debt instruments such as the Notes) being written down or converted, it being
specified that, at the date of this Base Prospectus, the Issuer does not issue any common equity tier 1 instrument,
additional tier 1 instrument or tier 2 instrument.
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.
The holders of Notes 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 materially adversely affect the rights of the Noteholders, the price
or value of an investment in the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes. As




30
a result, Noteholders could lose all or part of their investment in the Notes.
Modification and waivers
The Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their
common interests in a Masse and the Terms and Conditions of the Notes contain provisions for calling General
Meetings or taking Written Decisions (each as defined and described in Condition 11 of the Terms and Conditions
of the Notes) of Noteholders to consider matters affecting their interests generally. These provisions permit in certain
cases defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant
General Meeting or did not vote through the relevant Written Decision and Noteholders who voted in a manner
contrary to the majority in accordance with Article L.228-65 of the French Code de commerce. Noteholders may
through Collective Decisions (as defined and described in Condition 11 of the Terms and Conditions of the Notes)
deliberate or vote on any proposal relating to the modification of the Terms and Conditions of the Notes 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 11 of the Terms and Conditions of the Notes). The
modification of the Terms and Conditions of the Notes adopted by a majority of holders of Notes may have a negative
impact on the market value of the Notes and these holders of Notes may lose all or part of their investment in the
Notes.
By exception to the above provisions, Condition 11(iv)(C) of the Terms and Conditions of the Notes provides that
the provisions of Articles L.228-65 I. 1°, 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 Notes 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
Noteholders will not have to be obtained on such matter, which may affect the interest of the Noteholders generally.
Change of law
The Terms and Conditions of the Notes are based on French law in force as at the date of this Base Prospectus. Any
possible decision or change to 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 Noteholders. If any change in
law was unfavourable to the Issuer or the Noteholders, it could have an adverse effect on the market value of the
Notes (depending on the nature of the change) and could have potentially negative repercussions on the Noteholders'
investment in the Notes.
C. RISKS RELATING TO THE MARKET
An active trading market for the Notes may not develop
The Notes may have no established trading market when issued and an active trading market for the Notes may not
develop, or, if one does develop, it may not be maintained or may not be liquid. If an active trading market for the
Notes does not develop or is not maintained, the market or trading price and liquidity of the Notes may be adversely
affected. If additional and competing products are introduced in the markets, this may adversely affect the value of
the Notes.
Therefore, Noteholders may not be able to sell their Notes easily or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. These types of Notes 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 Notes and as a result, Noteholders could lose part of their
investment in the Notes.
Although application may be made for the Notes issued under the Programme to be admitted to trading on Euronext
Paris, such application may not be accepted, any particular Tranche of Notes may not be admitted to trading or an
active trading market may not develop.
The Issuer may, but is not obliged to, list Notes on a stock exchange. Also, to the extent Notes of a particular issue
are redeemed in part, the number of Notes of such issue outstanding will decrease, resulting in a diminished liquidity
for the remaining Notes of such issue. A decrease in the liquidity of an issue of Notes may cause, in turn, an increase
in the volatility associated with the price of such issue of Notes.
Market value of the Notes
The Programme allows for Notes 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.




31
The market value of the Notes will be affected by the creditworthiness of the Issuer and/or the rating of the Notes
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 Notes 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 Notes are traded, which may cause market volatility. Such volatility
may adversely affect the price of Notes or economic and market conditions may have any other adverse effect. The
price at which Noteholders will be able to sell the Notes 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 Notes.
Exchange rate risks and exchange controls
The Programme allows for Notes 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 Notes). The Issuer will pay principal and/or interest on the Notes
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 Notes, (ii) the Investor's Currency-equivalent value of the principal
payable on the Notes, and (iii) the Investor's Currency-equivalent market value of the Notes.
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 or principal that is less than expected, or no interest or principal. This may adversely and materially affect
the Noteholders who could lose part of their investment in the Notes.
Potential conflicts of interest
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 and its affiliates in the ordinary course
of business. Certain of the Dealers and their affiliates may have positions, deal or make markets in the Notes issued
under the Programme, 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 Noteholders.
In addition, in the ordinary course of their business activities, 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. Such investments
and securities activities may involve securities and/or instruments of the Issuer or the Issuer's affiliates. 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 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 Notes issued under the Programme. Any such
positions could adversely affect future trading prices of Notes issued under the Programme. 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
Noteholders.
Potential conflicts may arise between the Noteholders and the calculation agent (including where a Dealer acts as
calculation agent) or any agent appointed for a Tranche of Notes, including with respect to certain discretionary
determinations and judgments that such agent may make pursuant to the Terms and Conditions of the Notes that may
influence the amount receivable upon redemption of the Notes. 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 Noteholders during the term and on the maturity of the Notes or the market price,
liquidity or value of the Notes and which could be deemed to be adverse to the interests of the Noteholders.




32
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 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 Notes 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 Notes during the offer period specified
in the relevant Final Terms (the "Offer Period") and in the Non-Exempt Offer Jurisdiction 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 such 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 Notes by any person and disclosure to any potential
investor; (b) complies with the restrictions set out under section entitled "Subscription and Sale" in 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 Notes 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 Notes 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, for the content of the Prospectus in relation
to any Investor in such Non-Exempt Offer Jurisdiction to whom an offer of any Notes 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 to the public
in the Non-Exempt Offer Jurisdiction, 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




33
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 www.sfil.fr.
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 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 Notes. 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 Notes from an Authorised Offeror will do so, and offers
and sales of the Notes 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 Notes 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.




34
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 tables below included in the following documents 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:
- the audited consolidated and non-consolidated annual financial statements of the Issuer for the year
ended 31 December 2024 and the related statutory auditors' reports incorporated in the Rapport
financier annuel 2024 in the French language of the Issuer filed with the AMF (the "2024 Financial
Report"; https://sfil.fr/wp-content/uploads/2025/03/SFI_2024_URD_FR_MeL_V2_250327.pdf);
- the audited consolidated and non-consolidated annual financial statements of the Issuer for the year
ended 31 December 2023 and the related statutory auditors' reports incorporated in the Rapport
financier annuel 2023 in the French language of the Issuer filed with the AMF (the "2023 Financial
Report"; https://sfil.fr/wp-content/uploads/2025/03/Rapport-financier-annuel-2023.pdf);
- the section entitled "Terms and Conditions of the Notes" contained in pages 79 to 113 of the base
prospectus of the Issuer dated 27 September 2016 which received visa No. 16-449 from the AMF (the
"2016 EMTN Conditions"; https://sfil.fr/wp-content/uploads/2025/03/Programme-EMTN-2016-
Base-prospectus.pdf), the section entitled "Terms and Conditions of the Notes" contained in pages 81
to 115 of the base prospectus of the Issuer dated 27 September 2017 which received visa No. 17-517
from the AMF (the "2017 EMTN Conditions"; https://sfil.fr/wp-
content/uploads/2025/03/Programme-EMTN-2017-Base-prospectus.pdf),the section entitled "Terms
and Conditions of the Notes" contained in pages 82 to 113 of the base prospectus of the Issuer dated
15 May 2018 which received visa No. 18-175 from the AMF (the "2018 EMTN Conditions";
https://sfil.fr/wp-content/uploads/2025/03/BP-EMTN-SFIL-2018-1.pdf), the section entitled "Terms
and Conditions of the Notes" contained in pages 87 to 122 of the base prospectus of the Issuer dated
16 May 2019 which received visa No. 19-210 from the AMF (the "2019 EMTN Conditions";
https://sfil.fr/wp-content/uploads/2025/03/Programme-EMTN-2019-Base-prospectus.pdf), the
section entitled "Terms and Conditions of the Notes" contained in pages 39 to 88 of the base prospectus
of the Issuer dated 19 May 2020 which received approval number No. 20-203 from the AMF (the
"2020 EMTN Conditions"; https://sfil.fr/wp-content/uploads/2025/03/Programme-EMTN-2020-
Base-prospectus.pdf), the section entitled "Terms and Conditions of the Notes" contained in pages 43
to 91 of the base prospectus of the Issuer dated 21 May 2021 which received approval number No. 21-
169 from the AMF (the "2021 EMTN Conditions"; https://sfil.fr/wp-
content/uploads/2025/03/Programme-EMTN-2021-Base-prospectus.pdf), the section entitled "Terms
and Conditions of the Notes" contained in pages 42 to 93 of the base prospectus of the Issuer dated 7
June 2022 which received approval number No. 22-198 from the AMF (the "2022 EMTN
Conditions"; https://sfil.fr/wp-content/uploads/2025/03/Programme-EMTN-2022-Base-
prospectus.pdf), the section entitled "Terms and Conditions of the Notes" contained in pages 42 to 95
of the base prospectus of the Issuer dated 12 June 2023 which received approval number No. 23-211
from the AMF (the "2023 EMTN Conditions"; https://sfil.fr/wp-
content/uploads/2025/03/Programme-EMTN-2023-Base-prospectus.pdf) and the section entitled
"Terms and Conditions of the Notes" contained in pages 42 to 90 of the base prospectus of the Issuer
dated 7 June 2024 which received approval number No. 24-205 from the AMF (the "2024 EMTN
Conditions"; https://sfil.fr/wp-content/uploads/2024/06/EMTN-Programme-2024.pdf), as modified
by the supplement dated 27 September 2024 to the base prospectus of the Issuer dated 7 June 2024
(the "Additional 2024 EMTN Conditions"; https://sfil.fr/wp-content/uploads/2025/03/Programme-
EMTN-2024-Supplement-n%C2%B01.pdf, and together with the 2016 EMTN Conditions, 2017
EMTN Conditions, the 2018 EMTN Conditions, the 2019 EMTN Conditions, the 2020 EMTN
Conditions, the 2021 EMTN Conditions, the 2022 EMTN Conditions, the 2023 EMTN Conditions and
the 2024 EMTN Conditions, the "EMTN 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




35
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.
The free English translations of the 2024 Financial Report and the 2023 Financial Report are available without
charge on the website of the Issuer (www.sfil.fr).
All documents containing information incorporated by reference in this Base Prospectus are available on the
website of the Issuer (www.sfil.fr) in accordance with applicable laws and regulations.
The EMTN Conditions are incorporated by reference in this Base Prospectus for the purposes only of further
issues of Notes to be assimilated (assimilées for the purpose of French law) and form a single Series with
Notes already issued under the relevant EMTN Conditions. To the extent that only the EMTN Conditions are
specified to be incorporated by reference therein, the non-incorporated parts of the base prospectuses of the
Issuer dated 27 September 2016, 15 May 2018, 16 May 2019, 19 May 2020, 21 May 2021, 7 June 2022, 12
June 2023 and 7 June 2024 and the supplement dated 27 September 2024 are not relevant for 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 tables 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 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 to the Issuer.
Cross-reference list in respect of the financial information of the Issuer incorporated by reference


INFORMATION INCORPORATED BY REFERENCE
(ANNEX 6 OF THE COMMISSION DELEGATED
Pages of the 2024 Pages of the 2023
REGULATION (EU) 2019/980 OF 14 MARCH 2019
Financial Report Financial Report
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 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 p.197 to p.241
p.117 to p.169
Audit reports for the latest two financial years p.242 to p.246 p.170 to p.174
11.1.3. Accounting standards p.203 p.123


11.1.5. Audited financial information prepared according to
national accounting standards
− Balance sheet p.250 p.178




36
− Income statement p.251 p.179

− Statement of changes in consolidated equity p.252 p.180

− Accounting policies and explanatory notes p.253 to p.273 p.181 to p.199
11.1.6. Consolidated financial statements
p.197 to p.241 p.117 to p.169
If the issuer prepares both stand-alone and consolidated financial
statements, include at least the consolidated financial statements in
the registration document
11.1.7. Age of financial information

The balance sheet date of the last year of audited financial p.197 to p.241 p.117 to p.169
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 IFRS Auditors' IFRS Auditors'
independently audited report report
p.242 to p.246 p.170 to p.174
French GAAP French GAAP
Auditors' report Auditors' report
p.274 to p.277 p.200 to p.203


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 (www.sfil.fr):
- any audited consolidated and non-consolidated annual financial statements of the Issuer for the
relevant financial year ended 31 December and the related statutory auditors' reports incorporated in
any future Rapport financier annuel in the French language of the Issuer filed with the AMF (each a
"Future Annual Report")1;
- 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 of the
Issuer filed with the AMF2 (each a "Future Half-Year Report"); and
- any future press release in the English language relating to the financial performance of Sfil (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 Noteholders.

1
For information purposes only, the English translation of each Future Annual Report is published on the website of the Issuer (www.sfil.fr).
2
For information purposes only, the English translation of each Future Half-Year Report is published on the website of the Issuer (www.sfil.fr).




37
Cross-reference list in respect of future financial information of the Issuer incorporated by reference3

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

4. INFORMATION ABOUT THE ISSUER

4.1.5. Details of any recent events particular Full Future
to the Issuer and which are to a material Press Release
extent relevant to an evaluation of the Issuer's on Financial
solvency 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 Etats
information covering the latest two financiers
financial years (or such shorter period consolidés ;
as the issuer has been in operation) and Annexe aux
the audit report in respect of each year comptes
consolidés
Audited historical financial information for the
latest two financial years


Audit reports for the latest two financial years Rapport des
commissaire
s aux
comptes sur
les comptes
consolidés

11.1.3. Accounting standards Application
des normes
comptables
adoptées
par l'Union
européenne




3
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).




38
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
annuels

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 financiers
months from the date of the registration consolidés ;
document. Annexe aux
comptes
consolidés

11.2. Interim and other financial information Comptes
consolidés
résumés
semestriels
selon le
référentiel
IAS 34
(Etats
financiers ;
Annexe aux
comptes
consolidés
résumés and
Rapport des
commissaire
s aux
comptes sur
l'informatio
n financière
semestrielle)

11.3. Auditing of historical annual financial
information




39
11.3.1. The historical financial information Rapport des
must be independently audited commissaire
s aux
comptes sur
les comptes
consolidés /
Rapport des
commissaire
s aux
comptes sur
les comptes
annuels




40
Cross-reference list in respect of EMTN Conditions


Information from previous base prospectuses incorporated by
EMTN Conditions
reference

2016 EMTN Conditions Pages 79 to 113

2017 EMTN Conditions Pages 81 to 115

2018 EMTN Conditions Pages 82 to 113

2019 EMTN Conditions Pages 87 to 122

2020 EMTN Conditions Pages 39 to 88

2021 EMTN Conditions Pages 43 to 91

2022 EMTN Conditions Pages 42 to 93

2023 EMTN Conditions Pages 42 to 95

2024 EMTN Conditions Pages 42 to 90

Additional 2024 EMTN Conditions Page 11




41
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 Notes 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 Notes, investors who have already agreed to
purchase or subscribe for Notes 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 Notes, 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 (www.sfil.fr) 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 (www.sfil.fr) in accordance with applicable laws and regulations.




42
TERMS AND CONDITIONS OF THE NOTES

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 Notes"), shall be applicable to the Notes. 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.
The Notes will be issued by Sfil (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, unless otherwise specified in the applicable Final Terms,
calculation agent (as amended or supplemented from time to time, the "Amended and Restated Agency
Agreement") in relation to the Notes. The fiscal agent, the paying agent(s), 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 Agent(s)" (which expression shall include the Fiscal Agent), the "Redenomination
Agent", the "Consolidation Agent" and the "Calculation Agent(s)".
A copy of the Amended and Restated Agency Agreement is obtainable in electronic form free of charge from the
Issuer or the Fiscal Agent.
All capitalised terms that are not defined in these Conditions will have the meanings given to them in the Part A of
the relevant Final Terms. References below to "Conditions" are, unless the context requires otherwise, to the
numbered paragraphs below and references in the Conditions to "Notes" are to the Notes of one Series only, not to
all Notes that may be issued under the Programme.
For the purpose of these Terms and Conditions of the Notes, "Regulated Market" means any regulated market
situated in a member state (the "Member State(s)") of the European Economic Area ("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, 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, Title and Redenomination
(a) Form: Notes will be issued in dematerialised form.
Title to the Notes 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 Notes.
The Notes are issued, at the option of the Issuer and as specified in the relevant final terms (the "Final
Terms"), in either bearer form (au porteur), which will be 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
Noteholder 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 the registration agent (designated in the relevant Final
Terms) acting on behalf of the Issuer (the "Registration Agent").
The Issuer may require the identification of the holders of the Notes in accordance with Article L.228-
2 of the French Code de commerce, unless such right is expressly excluded in the relevant Final Terms.
For the purpose of these Conditions, "Account Holder" means any intermediary institution entitled to
hold, directly or indirectly, accounts 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").
The Notes may be "Fixed Rate Notes", "Floating Rate Notes", "Inflation Linked Notes",
"Fixed/Floating Rate Notes" and "Zero Coupon Notes", depending on the Interest Basis and the
redemption method specified in this Base Prospectus as completed by the relevant Final Terms.
(b) Denomination: Notes shall be issued in one specified denomination only, as set out in the relevant
Final Terms (the "Specified Denomination").




43
Unless permitted by then current laws and regulations, Notes (including Notes 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 the Notes in bearer form (au porteur) and in administered registered form (au nominatif
administré) shall pass upon, and transfer of such Notes may only be effected through,
registration of the transfer in the accounts of Account Holders. Title to the Notes in fully
registered form (au nominatif pur) shall pass upon, and transfer of such Notes may only be
effected through, registration of the transfer in the accounts of the Issuer or the Registration
Agent.
(ii) Except as ordered by a court of competent jurisdiction or as required by law, the holder of any
Note (as defined below) 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, and no person shall be liable for so treating the holder.
(iii) In these Conditions, "holder of Notes" or "holder of any Note", or "Noteholder" means 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 Notes, in accordance with the
applicable laws and regulations and with the applicable rules and procedures of Euroclear
France.
(d) Redenomination
(i) The Issuer may (if so specified in the relevant Final Terms), on any Interest Payment Date,
without the consent of the holder of any Note, 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 Notes 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 Notes of any Series into Euro and adjust the aggregate principal amount and
the Specified Denomination 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 Notes pursuant to Condition 1(d) shall be made by converting the
principal amount of each Note 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 resulting 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 Note using the fixed relevant national
currency Euro conversion rate shall be rounded down to the nearest Euro. The Euro
denomination of the Notes so determined shall be notified to Noteholders 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 Noteholders by the Issuer.
(iii) Upon redenomination of the Notes, 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 Note, 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




44
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 Notes and shall be notified to
Noteholders 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 Note or other person
for any commissions, costs, losses or expenses in relation to or resulting from the credit or
transfer of Euro or any currency conversion or rounding effected in connection therewith.
(e) Method of Issue: The Notes will be issued on a syndicated or non-syndicated basis. The Notes will
be issued in series (each a "Series") having one or more issue date(s). The Notes of each Series will
be fungible with all other Notes of that Series.
Each Series of Notes 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 of Notes 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 Notes of a Tranche of
each Series will be fungible with all Notes of the other Tranches of that Series.
2. Conversion and Exchanges of Notes
Notes issued in bearer form (au porteur) may not be converted into Notes in registered form (au nominatif),
whether in fully registered form (au nominatif pur) or in administered registered form (au nominatif
administré).
Notes issued in registered form (au nominatif) may not be converted into Notes in bearer form (au porteur).
Notes issued in fully registered form (au nominatif pur) may, at the option of the Noteholder, be converted
into Notes in administered registered form (au nominatif administré), and vice versa. The exercise of any such
option by such Noteholder 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 Noteholder.
3. Status of the Notes
The Notes are direct, unconditional, unsecured (subject to Condition 4) and senior preferred obligations within
the meaning of Article L.613-30-3-I-3° of the French Code monétaire et financier of the Issuer and rank and
will rank pari passu and without any preference among themselves and at least pari passu with all other direct,
unconditional, unsecured and senior preferred obligations of the Issuer (save for statutorily preferred
exceptions).
For the avoidance of doubt, all unsubordinated debt securities issued by the Issuer prior to the entry into force
of Article L.613-30-3-I-3° of the French Code monétaire et financier on 11 December 2016 constitute senior
preferred obligations.
4. Negative Pledge
So long as any of the Notes remains outstanding, the Issuer will not create or permit to subsist any mortgage,
charge, pledge, lien or other security interest (sûreté réelle) upon the whole or any part of its undertaking,
revenues or assets, present or future, in order to secure any Relevant Indebtedness, without at the same time
according to the Notes the same, or substantially the same, security interest.
For the purposes of this Condition 4, "Relevant Indebtedness'' means any indebtedness for borrowed money
of the Issuer which is in the form of or represented by any bond (obligation) or note or any other security
which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market
(including, without limitation, any over-the-counter market).
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. Certain defined terms contained in the June 2013 FBF Master
Agreement relating to transactions on forward financial instruments as supplemented by the Technical
Schedules (Additifs Techniques) published by the Fédération Bancaire Française ("FBF") (together
the "FBF Master Agreement") and in the ISDA Definitions, as amended, published by the




45
International Swaps and Derivatives Association, Inc. ("ISDA"), have either been used or reproduced
in this Condition 5.
"2006 ISDA Definitions" means, in relation to a Series of Notes, 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 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 Notes, 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) 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).
"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note for
any period of time (from and including the first (1 st) 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/365 – FBF" is specified in the relevant Final Terms, the fraction whose numerator
is the actual number of days elapsed during the Calculation Period and whose denominator is
365. If part of that Calculation Period falls in a leap year, Actual /365 – FBF shall mean the
sum of (i) the fraction whose numerator is the actual number of days elapsed during the non-
leap year and whose denominator is 365 and (ii) the fraction whose numerator is the number of
actual days elapsed during the leap year and whose denominator is 366;
(ii) if "Actual/365" or "Actual/Actual – ISDA" 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);
(iii) 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:
(i) 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




46
(ii) 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;
(iv) 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;
(v) if "Actual/365 (Fixed)" is specified in the relevant Final Terms, the actual number of days in
the Calculation Period divided by 365;
(vi) if "Actual/360" is specified in the relevant Final Terms, the actual number of days in the
Calculation Period divided by 360;
(vii) 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:




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;
"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;
(viii) 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 31st 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:




47
then:




or




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.
(ix) 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:




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;
(x) 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:




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 (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




48
"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 D 2 will be 30.
(xi) 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 twelve (12) months of
thirty (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:




"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 calculated in accordance with these Terms
and Conditions of the Notes, and in the case of Fixed Rate Notes, means the Fixed Coupon Amount
or Broken Amount as specified in the relevant Final Terms (a copy of which may be obtained at the
registered office of the Issuer during usual business hours), 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
(2) TARGET Business Days prior to the first (1st) day of such Interest Accrual Period if the Specified
Currency is Euro or (ii) the first (1 st) day of such Interest Accrual Period if the Specified Currency is
Sterling or (iii) the day falling two (2) Business Days in the city specified in the Final Terms for the
Specified Currency prior to the first (1st) day of such Interest Accrual Period if the Specified Currency
is neither Sterling nor Euro.
"Interest Payment Date" means the date(s) specified 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 Notes become payable on a date other than an Interest
Payment Date.
"Interest Period Date" means each Interest Payment Date unless otherwise specified in the relevant
Final Terms.
"ISDA Definitions" means, as specified in the relevant Final Terms, either the 2006 ISDA Definitions
or the 2021 ISDA Definitions.
"Margin" means for an Interest Accrual Period, the percentage or figures with respect to the applicable
Interest Accrual Period specified in the applicable Final Terms, it being specified that such margin can
have a positive or a negative value or be equal to zero.




49
"Rate of Interest" means the rate of interest payable from time to time in respect of the Notes specified
in the relevant Final Terms and calculated in accordance with the provisions of these Conditions.
"Relevant Date" means, in respect of any Note, 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.
"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 and, in the case of a determination of EURIBOR,
the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case
selected by the Calculation Agent with the approval of the Issuer 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 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 or such other page, section,
caption, column or other part as may replace it on that information service or on such other information
service, in each case as may be nominated by the person or organisation providing or sponsoring the
information appearing there for the purpose of displaying rates or prices comparable to that Reference
Rate.
"Specified Currency" means the currency specified as such in the relevant Final Terms or, if none is
specified, the currency in which the Notes are denominated.
(b) Interest on Fixed Rate Notes
Each Fixed Rate Note 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 Notes and Inflation Linked Notes
(i) General: The underlying of the Notes may be a FBF Rate, an ISDA Rate, a Reference Rate
(being either CMS Rate, EURIBOR, €STR, SARON, SOFR, SONIA or TEC10) or an inflation
index (being either CPI or the HICP), all as defined below. Information regarding each of these
underlyings can be found:
1. with respect to the FBF Rate in Condition 5(c)(iv)(A);
2. with respect to the ISDA Rate in Condition 5(c)(iv)(B);
3. in case of Screen Rate Determination, with respect to EURIBOR in Condition
5(c)(iv)(C)(a), with respect to €STR in Condition 5(c)(iv)(C)(d), with respect to SARON
in Condition 5(c)(iv)(C)(e), with respect to SOFR in Condition 5(c)(iv)(C)(f), with
respect to SONIA in Condition 5(c)(iv)(C)(g), with respect to CMS Rate in Condition
5(c)(iv)(C)(h), with respect to TEC10 in Condition 5(c)(iv)(C)(i), with respect to CPI in
Condition 5(c)(v)(A) and with respect to HICP in Condition 5(c)(v)(B).
(ii) Interest Payment Dates: Each Floating Rate Note and Inflation Linked Notes 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. 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




50
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.
(iii) 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.
(iv) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes
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.
(A) FBF Determination for Floating Rate Notes
Where FBF Determination is specified in the relevant Final Terms as the manner in
which the Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period shall be determined by the Calculation Agent as 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 (1st) 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 Notes
(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




51
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 (1st) 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 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 (1st) 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




52
(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).
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.




53
(C) Screen Rate Determination for Floating Rate Notes
(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 Notes is specified as being EURIBOR, the Rate
of Interest for each Interest Accrual Period will, subject as provided below or (if
applicable) to Condition 5(c)(iv)(D) below, be either:
(1) the offered quotation; or
(2) 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 as at 11.00 a.m. (Brussels time)
on the Interest Determination Date in question plus or minus (a indicated
in the relevant Final Terms) the Margin (if any) 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 5(c)(iv)(C)(a)(1)
applies and no such offered quotation appears on the Relevant Screen Page, or,
if sub-paragraph 5(c)(iv)(C)(a)(2) 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; and
(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 (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




54
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 Notes 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 d o, 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 excluding, the date falling "p" TARGET Business Day prior to the




55
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 Notes
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 Notes 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).




56
For the purpose of this Condition 5(c)(iv)(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 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;




57
"€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 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 Notes is specified as being SARON, 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, 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 d0, 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");




58
"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 Notes 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 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




59
Rate") will remain effective for the remaining term to maturity of the Notes 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)(iv)(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 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.




60
"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 Noteholders 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 Noteholders 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 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 Notes 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




61
(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 d0, 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;
"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




62
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 d0, 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:




63
"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 d0, 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 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 Notes 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




64
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 Accrual Period, the Maturity Date, or, if applicable, the date on
which the Notes 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 Notes 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)(iv)(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)




65
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 notes 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);
"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),




66
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:
(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;




67
(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 notes 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 Notes 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 Notes 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;
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:




68
"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
Notes 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;
"do" is the number of London Banking Days in the relevant Interest
Accrual Period;




69
"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 Indexy 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;




70
"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 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 Notes 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 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 Notes for so long as the SONIA
is not available or has not been published by the authorised distributors.




71
Any substitution of the SONIA, as specified above, will remain effective
for the remaining term to maturity of the Notes 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 Notes for the first Interest Accrual
Period, had the Notes been in issue for a period equal in duration to the
scheduled first Interest Accrual Period but ending on (and excluding) 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 applicable 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 Notes is specified as being CMS Rate, 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)(iv)(D) below, be determined by the
Calculation Agent by reference to the following formula:


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)(iv)(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)




72
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 applicable
Final Terms.
"Reference Financial Centre" means, with respect to a Reference Currency, the
financial centre specified as such in the applicable Final Terms.
"Designated Maturity", "Specified Time" and "Relevant Screen Page" shall
have the meaning given to those terms in the applicable Final Terms.
"Relevant Swap Rate" means:
(1) 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 (1 st) 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;
(2) where the Reference Currency is any other currency of if the Final Terms
specify otherwise, the mid-market swap rate as determined in accordance
with the applicable 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 applicable 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 Notes 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)(iv)(D) below, be determined by the Calculation
Agent by reference to the following formula:


"TEC10" means the offered quotation (expressed as a percentage rate per
annum) for the EUR-TEC10-CNO4, 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.


4
All potential users of the EUR-TEC10-CNO must first enter into a trademark licence agreement available from the CNO.




73
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 Notes 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)(iv)(C). For the avoidance of doubt,
the following provisions shall not apply and shall not prevail over the fallback provisions
relating to €STR, SARON, SOFR and SONIA provided in Condition 5(c)(iv)(C)(d),
Condition 5(c)(iv)(C)(e), Condition 5(c)(iv)(C)(f) and Condition 5(c)(iv)(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)(iv)(D)(b)) and, in either
case, an Adjustment Spread, if any (in accordance with Condition 5(c)(iv)(D)(c))
and any Benchmark Amendments (in accordance with Condition 5(c)(iv)(D)(d)).
An Independent Adviser appointed pursuant to this Condition 5(c)(iv)(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 Noteholders for any determination made by it pursuant to this
Condition 5(c)(iv)(D).
(b) Successor Rate or Alternative Rate
If the Independent Adviser determines in good faith and in a commercially
reasonable manner that:




74
(1) there is a Successor Rate, then such Successor Rate shall (subject to
adjustment as provided in Condition 5(c)(iv)(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 Notes (subject to the further operation
of this Condition 5(c)(iv)(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)(iv)(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 Notes (subject to the further operation of this
Condition 5(c)(iv)(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)(iv)(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 Notes (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)(iv)(D)(e), without any requirement for the consent or
approval of Noteholders, vary the Terms and Conditions of the Notes 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)(iv)(D), the Issuer shall comply with the rules of any stock
exchange on which the Notes are for the time being admitted to trading.
(e) Notices, etc.
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 Noteholders,
promptly of any Successor Rate, Alternative Rate, Adjustment Spread and the
specific terms of any Benchmark Amendments, determined under this
Condition 5(c)(iv)(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




75
determined pursuant to this provision, the fallback provisions relating to the
Originial Reference Rate specified in Condition 5(c)(iv)(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)(iv)(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)(iv)(D) (and, until such determination and notification (if any), the
fallback provisions provided elsewhere in these Terms and Conditions of the
Notes including, for the avoidance of doubt, the other fallbacks specified in
Condition 5(c)(iv)(C), will continue to apply in accordance with their terms).
(g) Definitions
In this Condition 5(c)(iv)(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 Noteholders 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)(iv)(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 Notes;
"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 continue publication of the Original Reference Rate) and (ii) the date
falling six months prior to the date specified in (2)(i);




76
(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 Noteholder 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)(iv)(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 Notes;
"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




77
determine which of those successor or replacement rates is most appropriate,
having regard to, inter alia, the particular features of the relevant Notes and the
nature of the Issuer.
(v) Rate of Interest for Inflation Linked Notes:
(A) Consumer Price Index (CPI)
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)(v)(A) shall apply. Terms defined herein shall have the
meanings set out below only when this Condition 5(c)(v)(A) shall apply.
The Rate of Interest in respect of Inflation Linked Notes 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:
(1) On the fifth (5th) 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)(v)(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 applicable 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 (1st) day
of any given calendar month, the CPI Monthly Reference Index of the third (3 rd)
month preceding such month, and (ii) in relation to a day D (other than the first
(1st) day) in any given calendar month ("M"), the linear interpolation of the CPI
Monthly Reference Index pertaining respectively to the third (3 rd) calendar month
preceding such month ("M – 3") and the second (2nd) calendar month preceding
such month ("M – 2") calculated in accordance with the following formula:
CPI Daily Inflation Reference Index=




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).




78
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.
(2) The calculation method described below is based on the recommendation issued
by the French Bond Association (Comité de Normalisation Obligataire –
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.
(3)
(i) 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:




(ii) 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 1 st March of the following
year. Such chaining will be carried out in accordance with the following
equation:




Such that:


(B) Harmonised Index of Consumer Prices (HICP)




79
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)(v)(B) shall apply. Terms defined herein shall have the meanings set out
below only when this Condition 5(c)(v)(B) shall apply.
The Rate of Interest in respect of Inflation Linked Notes 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
specified in the relevant Final Terms multiplied by the Inflation Index Ratio (as defined
below).
The HICP Linked Interest will be determined by the Calculation Agent on the following
basis:
(1) On the fifth (5th) 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)(v)(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
applicable 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 (1 st)
day of any given calendar month, the HICP Monthly Reference Index of the third
(3rd) calendar month preceding such month, and (ii) in relation to a day D (other
than the first (1st) day) in any given month ("M"), the linear interpolation of the
HICP Monthly Reference Index pertaining respectively to the third (3 rd) calendar
month preceding such month ("M – 3") and the second (2nd) calendar month
preceding such month ("M – 2") calculated in accordance with the following
formula:



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




80
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.
(2)
(i) 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.
(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:




(ii) 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 1 st March of
the following year. Such chaining will be carried out in accordance with
the following equation:




Such that:


(d) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon and is
repayable prior to the Maturity Date is not paid when due, the amount due and payable prior to the
Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the
Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a
percentage) equal to the Amortisation Yield (as described in Condition 6(f)(i)).
(e) Fixed/Floating Rate Notes: Fixed/Floating Rate Notes 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 (Notices), to convert on the date set out in the Final Terms 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 (the "Optional Change of Interest Date")
or (ii) that will 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").
(f) Accrual of interest: Interest shall cease to accrue on each Note on the due date for redemption unless
on such due date, 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.




81
(g) Margin, Maximum/Minimum Rates of Interest Amounts 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 (unless otherwise
specified), (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.
(h) Calculations: The amount of interest payable in respect of any Note for any period shall be calculated
by multiplying the product of the Rate of Interest and the outstanding nominal amount of such Note
by the Day Count Fraction, unless an Interest Amount is specified in respect of such period, in which
case the amount of interest payable in respect of such Note for such period shall equal such Interest
Amount. 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.
(i) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption
Amounts, Optional Redemption Amounts and Early Redemption Amounts: 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 Notes 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 Fiscal Agent, the Paying Agent(s), the Noteholders, any other
Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt
of such information and, if the Notes are admitted to trading on a Regulated Market and the rules of,
or applicable to, such Regulated Market so require, such Regulated Market 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 Regulated Market of a Rate of Interest
and Interest Amount, or (ii) in all other cases, the fourth (4 th) 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.
(j) Calculation Agent: The Issuer shall use its best efforts to procure that there shall at all times one or
more Calculation Agent(s) if provision is made for them in the relevant Final Terms and for so long as
any Note is outstanding (as defined below). Where more than one Calculation Agent is appointed in
respect of the Notes, 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 Period or Interest Accrual Period or to calculate any Interest Amount, Final Redemption




82
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 Notes 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 this Condition:
"outstanding" means, in relation to the Notes of any Series, all the Notes 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 Notes to the date for such
redemption and any interest payable after such date) have been duly paid (i) in the case of Notes in bearer
form (au porteur) and in administered registered form (au nominatif administré), to the relevant Account
Holders on behalf of the Noteholder as provided in Condition 7(a), (ii) in the case of Notes in fully registered
form (au nominatif pur), to the account of the Noteholder as provided in Condition 7(a), (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.
6. Redemption, Purchase and Options
(a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each
Note 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 case of Zero Coupon Notes) or (ii) an
amount determined in accordance with Condition 6(e), if specified as applicable in the relevant Final
Terms.
(b) Redemption for Taxation Reasons
(i) Early Redemption of Notes upon the occurrence of a Withholding Tax Event:
If in respect of the Notes the Issuer would, as a result of any change in, or in the official
interpretation or administration of, any laws or regulations of France or any other authority
thereof or therein be required to pay additional amounts as provided in Condition 8
(a "Withholding Tax Event"), the Issuer may at its option at any time (in the case of Notes
other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate
Notes), on giving not more than forty-five (45) nor less than fifteen (15) days' notice to the
Noteholders (in accordance with Condition 13) which notice shall be irrevocable, redeem all,
but not some only, of the Notes at their Early Redemption Amount (as defined below) together
with interest accrued to the date fixed for redemption, provided that the due date for redemption
of which notice hereunder may be given shall be no earlier than the latest practicable date upon
which the Issuer could make payment without withholding or deduction for such taxes.
(ii) Early Redemption of Notes upon the occurrence of a Gross-Up Event:
If the Issuer would, on the next due date for payment of any amount in respect of the Notes, be
prevented by French law from making such payment notwithstanding the undertaking to pay
additional amounts as provided in Condition 8 (a "Gross-Up Event"), then the Issuer shall
forthwith give notice of such fact to the Fiscal Agent and shall, at any time (in the case of Notes
other than Floating Rate Notes) or on any Interest Payment Date (in the case of Floating Rate
Notes) redeem all, but not some only, of the Notes then outstanding at their Early Redemption
Amount (as defined below) together with interest accrued to the date fixed for redemption, upon
giving not less than seven (7) nor more than forty-five (45) days' prior notice to the Noteholders
(in accordance with Condition 13), provided that the due date for redemption of which notice
hereunder shall be given shall be no earlier than the latest practicable date on which the Issuer
could make payment of the full amount of interest payable in respect of the Notes or, if such
date is already past, as soon as practicable thereafter.




83
(c) Redemption at the Option of the Issuer and Partial Redemption
If a 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 Notes and on giving not
less than five (5) nor more than thirty (30) days' irrevocable notice in accordance with Condition 13 to
the Noteholders (or such other notice period as may be specified in the relevant Final Terms), redeem
all, or, if so provided, some, of the Notes on any Optional Redemption Date, as the case may be. Any
such redemption of Notes shall be at their Optional Redemption Amount being (except with respect to
Zero Coupon Notes) the nominal amount together with interest accrued to the date fixed for
redemption, if any. Any such redemption or exercise must relate to Notes of a nominal amount at least
equal to the Minimum Redemption Amount to be redeemed specified in the relevant Final Terms and
no greater than the Maximum Redemption Amount to be redeemed specified in the relevant Final
Terms.
All Notes in respect of which any such notice is given shall be redeemed on the date specified in such
notice in accordance with this Condition.
In the case of a partial redemption, the redemption shall be effected by reducing the nominal amount
of all such Notes in a Series in proportion to the aggregate nominal amount redeemed).
So long as the Notes are admitted to trading on Euronext Paris, the Issuer shall, once in each year in
which there has been a partial redemption of the Notes, 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 and on the website of any other competent authority of the EEA Member State and/or
Regulated Market where the Notes are admitted to trading, a notice specifying the aggregate nominal
amount of Notes outstanding.
(d) Redemption at the Option of the Noteholders
If a Put Option is specified in the relevant Final Terms, the Issuer shall, at the option of the Noteholder,
upon the Noteholder giving not less than fifteen (15) nor more than thirty (30) days' notice to the Issuer
(or such other notice period as may be specified in the relevant Final Terms) redeem such Note on the
Optional Redemption Date(s) at its Optional Redemption Amount being (except with respect to Zero
Coupon Notes) the nominal amount together with interest accrued to the date fixed for redemption.
To exercise such option the Noteholder must deposit with any Paying Agent at its specified office
during usual business hours a duly completed option exercise notice (the "Exercise Notice") in the
form obtainable during usual business hours from any Paying Agent or the Registration Agent, as the
case may be, within the notice period. The Noteholder shall transfer, or cause to be transferred, the
Notes to be redeemed to the account of the Fiscal Agent specified in the Exercise Notice. No option
so exercised and, where applicable, no Note so deposited or transferred may be withdrawn without the
prior consent of the Issuer.
(e) Redemption of Inflation Linked Notes: If Condition 6(e) is specified as applicable in the relevant
Final Terms, the Final Redemption Amount in respect of Inflation Linked Notes will be determined
by the Calculation Agent on the following basis:
Final Redemption Amount = IIR x nominal amount of the Notes
If the Final Redemption Amount calculated as set out above is below par, the Notes will be redeemed
at par.
For the purpose of this Condition 6(e) 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)(v)(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)(v)(B)) on the Maturity Date and the Base Reference on the date specified in
the relevant Final Terms.
(f) Early Redemption Amount:
(i) Zero Coupon Notes:




84
(A) The Optional Redemption Amount or the Early Redemption Amount, as the case may
be, payable in respect of any Zero Coupon Note, upon redemption of such Note pursuant
to Condition 6(b), 6(c), 6(d), 6(i) or upon it becoming due and payable as provided in
Condition 9 shall be the Amortised Nominal Amount (calculated as provided below) of
such Note.
(B) Subject to the provisions of sub-paragraph (C) below, the amortised nominal amount of
any such Note (the "Amortised Nominal Amount") shall be the scheduled Final
Redemption Amount of such Note 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 Notes if they were discounted back to their issue
price on the Issue Date) compounded annually.
(C) If the Optional Redemption Amount or the Early Redemption Amount payable in respect
of any such Note upon its redemption pursuant to Condition 6(b), 6(c), 6(d), 6(i) or upon
it becoming due and payable as provided in Condition 9 is not paid when due, the
Optional Redemption Amount or the Early Redemption Amount due and payable in
respect of such Note shall be the Amortised Nominal Amount of such Notes as defined
in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though
the date on which the Note becomes due and payable were 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 Note 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 Notes:
(A) If the relevant Final Terms provides that Condition 6(f)(ii) shall apply in respect of
Inflation Linked Notes, the Early Redemption Amount in respect of such Notes, as the
case may be, will be determined by the Calculation Agent on the following basis:
"Early Redemption Amount" = IIR x nominal amount of the Notes
For the purpose of this Condition only, "IIR" means the ratio determined on the fifth
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)(v)(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)(v)(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 Notes will
be redeemed at par.
(B) If the Inflation Linked Notes (whether or not Condition 6(f)(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
Notes at a rate per annum on the basis of the provisions of Condition 5(c)(v) above
except that, for such purposes the relevant Interest Determination Date shall be the fifth
Business Day prior to the relevant Early Redemption Date.




85
(iii) Other Notes:
The Early Redemption Amount payable in respect of any Note (other than Notes described in
(i) and (ii) above), upon redemption of such Note pursuant to Condition 6(b), 6(i) or upon it
becoming due and payable as provided in Condition 9 shall be the nominal amount of such
Note.
(g) Purchases: The Issuer shall have the right at all times to purchase Notes in the open market or
otherwise at any price, subject to the applicable laws and/or regulations. All Notes 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(h) below.
(h) Cancellation: All Notes purchased and cancelled at the option of the Issuer shall be cancelled by
transfer to an account in accordance with the rules and procedures of Euroclear France and, if so
transferred or surrendered, shall be cancelled together with all rights relating to payment of interest
and other amounts relating to such Notes. Any Notes 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 Notes shall be discharged.
(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 the
Notes, it will become unlawful for the Issuer to perform or comply with one or more of its obligations
under such Notes, the Issuer will, subject to having given not more than forty-five (45) nor less than
thirty (30) days' notice to the Noteholders (which notice shall be irrevocable), in accordance with
Condition 13, redeem all, but not some only, of such Notes at their Early Redemption Amount together
with any interest accrued to the date set for redemption.
7. Payments
(a) Notes: Payments of principal and/or interest in respect of the Notes shall (in the case of Notes 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 Noteholders and, (in the case of Notes in fully registered form (au nominatif pur)), to an account
denominated in the relevant currency with a Bank (as defined below) designated by the Noteholders.
All payments validly made to such Account Holders will be an effective discharge of the Issuer in
respect of such payments.
"Bank" means a bank in the principal financial centre for such currency or, in the case of Euro, in a
city in which banks have access to the T2.
(b) Payments Subject to Fiscal and other Laws: All payments are subject in all cases but without
prejudice to the provisions of Condition 8 to (i) any applicable fiscal or other laws, regulations and
directives 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 (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 Noteholders in respect of such
payments.
(c) Appointment of Agents: The Fiscal Agent, the Paying Agent(s), the Calculation Agent, the
Redenomination Agent and the Consolidation Agent initially appointed by the Issuer and their
respective specified offices are listed below. The Fiscal Agent, the Paying Agent(s), 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 Noteholder. 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) and to appoint additional or other Paying Agents, 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) Paying
Agent having specified offices in at least two European cities, so long as the rules of, or applicable to,
the relevant Regulated Market so require), (v) in the case of Notes in fully registered form (au




86
nominatif pur), a Registration Agent and (vi) such other agents as may be required by any other
Regulated Market on which the Notes may be admitted to trading.
On a redenomination of the Notes of any Series pursuant to Condition 1(d) with a view to consolidating
such Notes with one or more other Series of Notes, 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 Notes and such other Series of Notes to be so consolidated with such Notes.
Notice of any such change or any change of any specified office shall promptly be given to the
Noteholders in accordance with Condition 13.
(d) Non-Business Days: Unless otherwise specified in these Conditions, if any date for payment in respect
of any Note is not a business day, the Noteholder shall not be entitled to payment until the next
following business day 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) on which Euroclear
France is open for business (B) in such jurisdictions as shall be specified as "Financial Centre" 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.
8. Taxation
(a) Withholding Taxes: All payments of principal, interest and other revenues by or on behalf of the
Issuer in respect of the Notes 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 France or any authority therein or thereof
having power to tax, unless such withholding or deduction is required by law.
(b) Additional Amounts: If French law should require that payments of principal or interest in respect of
any Note be subject to withholding or deduction in respect of any taxes, duties, assessments or
governmental charges of whatever nature, the Issuer will, to the fullest extent then permitted by law,
pay such additional amounts as shall result in receipt by the Noteholders of such amounts as would
have been received by them had no such withholding or deduction been required, except that no such
additional amounts shall be payable with respect to any Note to, or to a third party on behalf of a
Noteholder, who is liable to such taxes, duties, assessments or governmental charges in respect of such
Note by reason of his having some connection with France other than the mere holding of the Note.
References in these Conditions to (i) "principal" shall be deemed to include any premium payable in
respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional
Redemption Amounts and all other amounts in the nature of principal payable pursuant to Condition 6
or any amendment or supplement to it, (ii) "interest" shall be deemed to include all Interest Amounts
and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii)
"principal" and/or "interest" shall be deemed to include any additional amounts that may be payable
under this Condition.
9. Events of Default
The Representative (as defined under Condition 11), upon request of any Noteholder, may upon giving written
notice to the Issuer and the Fiscal Agent cause the Notes held by such Noteholder to become, immediately
due and payable at its Early Redemption Amount, together, if appropriate, with interest accrued to the date of
repayment, in any of the following events ("Events of Default"):
(i) the Issuer fails to pay any amount payable in respect of the Notes when due and payable and such
default is not remedied within thirty (30) Business Days (as defined in Condition 5(a)) after the relevant
due date; or
(ii) the Issuer fails to perform or observe any of its other obligations under the Notes and such default is
not remedied within ninety (90) Business Days (as defined in Condition 5(a)) after receipt by the Fiscal
Agent of written notice (and by the Issuer of a copy) of default given by the Representative upon
request of the Noteholder; or




87
(iii) any indebtedness of the Issuer in excess of €100,000,000 (or its equivalent in other currencies) shall
become due and is not paid on the date which is the later of (i) its stated maturity, and (ii) the expiry
of applicable grace periods, unless in each case, the Issuer is contesting in good faith in a court of
competent jurisdiction that such indebtedness is due or where such default is due to a technical or
settlement failure beyond the control of the Issuer, provided that such default is remedied in seven (7)
Business Days; or
(iv) the Issuer is dissolved or merged into a company prior to the repayment in full of the Notes, unless in
such event the obligations of the Issuer pursuant to the Notes are expressly assumed by such company.
10. Prescription
Claims against the Issuer for payment in respect of the Notes shall be prescribed and become void unless
made within five (5) years (in the case of principal) or five (5) years (in the case of interest) from the
appropriate Relevant Date in respect of them.
11. Representation of Noteholders
Subject to the provisions of Condition 11(ix) below with respect to Notes issued with a denomination of less
than €100,000 (or its equivalent in any other currency), the Noteholders 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 11:
(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 Noteholders (the "Collective
Decisions").
The Masse alone, to the exclusion of all individual Noteholders, shall exercise the common rights,
actions and benefits which may accrue with respect to the Notes, without prejudice to the rights that
Noteholders may exercise individually in accordance with, and subject to, the provisions of the Terms
and Conditions of the Notes.
(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 Notes 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.
(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 Noteholders,
with the capacity to delegate its powers.
All legal proceedings against the Noteholders or initiated by them, must be brought by or against the
Representative.
(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").




88
In accordance with Article R.228-71 of the French Code de commerce, the rights of each Noteholder
to participate in Collective Decisions will be evidenced by the 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
Noteholder as of 0:00 Paris time, on the second (2nd) business day in Paris preceding the date set for
the Collective Decision.
Collective Decisions must be published in accordance with Condition 11(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 Notes 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 Noteholders, holding together at least one-thirtieth (1/30) of the principal amount
of Notes 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 (2) months after
such demand, the Noteholders 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 Noteholders present
or represented hold at least one-fifth (1/5) of the principal amount of the Notes 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 Noteholders attending such
General Meeting or represented thereat. The votes cast do not include those attached to Notes
for which the Noteholders 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 11(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 Noteholder has the right to participate in a General Meeting in person, by proxy or by
correspondence.
Each Noteholder 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 Noteholders
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 Noteholders holding not less than
ninety per cent. (90%) in nominal amount of the Notes outstanding, without having to comply
with formalities and time limits referred to in Condition 11(iv)(A). Any Written Decision shall,
for all purposes, have the same effect as a resolution passed at a General Meeting of such
Noteholders. 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
Noteholders.
(C) Exclusion of certain provisions of the French Code de commerce
The provisions of Articles L.228-65 I. 1°, 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
Notes, it being however specified for the avoidance of doubt that, the Noteholders benefit from
the same protection rights as non bondholder creditors (créanciers non obligataires).




89
(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 Notes.
(vi) Single Masse
The holders of Notes of the same Series, and the holders of Notes of any other Series which have been
assimilated with the Notes of such first mentioned Series in accordance with Condition 12, shall, for
the defence of their respective common interests, be grouped in a single Masse.
(vii) Sole Noteholder
If and for so long as the Notes of any Series are held by a sole Noteholder and unless a Representative
has been appointed in relation to such Series, such Noteholder 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
Notes of such Series are held by a sole Noteholder, such Noteholder shall exercise all powers, rights
and obligations entrusted to the Noteholders 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 Noteholder in this capacity and shall
make it available, upon request, to any subsequent holder of any of the Notes of such Series.
(viii) Notices to Noteholders
Any notice to be given to Noteholders in accordance with this Condition 11 shall be given in
accordance with Condition 13.
(ix) Full Masse
For Notes issued with a denomination of less than €100,000 (or its equivalent in any other currency),
Condition 11 shall apply to the Notes subject to the following modifications:
(A) Condition 11(iv)(C) shall not apply to the Notes; and
(B) except if the Final Terms specify "Issue outside France" as applicable, Condition 11(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 11, the term "outstanding" shall not include those Note purchased
by the Issuer that are held by it and not cancelled in accordance with applicable laws and regulations as
referred to in Condition 6(g).
12. Further Issues and Consolidation
(a) Further Issues: The Issuer may from time to time, without the consent of the Noteholders create and
issue further notes to be assimilated (assimilées) and form a single series with the Notes provided such
Notes and the further notes 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 notes provide for such assimilation and references in these Conditions to "Notes" shall be
construed accordingly.
(b) Consolidation: The Issuer may, if so specified in the applicable Final Terms, with the prior approval
(which shall not be unreasonably withheld) of the Redenomination and Consolidation Agent, from
time to time on any Interest Payment Date occurring on or after the Redenomination Date on giving
not less than thirty (30) days' prior notice to the Noteholders in accordance with Condition 13, without
the consent of the Noteholders, consolidate the Notes of one Series with the Notes 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 Notes 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 Notes.




90
13. Notices
(a) Notices to the holders of Notes 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 Notes are admitted to trading on
Euronext Paris, in a leading daily newspaper of general circulation in France (which is expected to be
Les Échos) 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 Autorité des marchés financiers and so long as such Notes are admitted to trading on any
Regulated Market, in a leading daily newspaper with general circulation in the city/ies where the
Regulated Market on which such Notes are admitted to trading, if the rules applicable to such
Regulated Market so require.
(b) Notices to the holders Notes in bearer form (au porteur) shall be valid if published (a) so long as such
Notes are admitted to trading on Euronext Paris, in a leading daily newspaper of general circulation in
France (which is expected to be Les Échos) 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 Autorité des marchés financiers and so long as such Notes are
admitted to trading on any Regulated Market and the rules applicable to such Regulated Market so
require, in a leading daily newspaper with general circulation in the city/ies where the Regulated
Market on which such Notes are admitted to trading, if the rules applicable to such Regulated Market
so require.
(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 Notes 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.
(d) Notices required to be given to the holders of Notes (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 Notes
are for the time being cleared in substitution for the mailing and publication as required by Conditions
13(a), (b) and (c) above; except that (i) so long as such Notes are admitted to trading on any stock
exchange(s) and the rules applicable to that stock exchange so require, notices shall also be published
in a daily newspaper with general circulation in the city/ies where the stock exchange(s) on which such
Notes are admitted to trading.
(e) Notices relating to Collective Decisions pursuant to Condition 11 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 Notes are
for the time being cleared and, if such publication is not practicable in respect of Dematerialised Notes
in registered form (au nominatif), by mail to the Noteholders at their respective addresses, in which
case they will be deemed to have been given notice on the fourth weekday (being a day other than a
Saturday or a Sunday) after the mailing and (b) published on the website of the Issuer (www.sfil.fr).
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 Notes and any 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 Notes shall be brought exclusively
before any competent court within the jurisdiction of the registered office of the Issuer.




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USE OF PROCEEDS

The net proceeds of the issue of the Notes or an amount equivalent to the net proceeds in the case of Green Notes,
Social Notes or Sustainability Notes (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 notes (the "Green Notes"), to finance and/or refinance, in whole or in part, Eligible Green
Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework; or
• in the case of social notes (the "Social Notes"), to finance and/or refinance, in whole or in part, Eligible Social
Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework; or
• in the case of sustainability notes (the "Sustainability Notes"), to finance and/or refinance, in whole or in
part, Eligible Green Loans and Eligible Social Loans as defined under the Sfil Group Green, Social and
Sustainability Bond Framework; or
• as stated in the relevant Final Terms in respect of any particular issue of Notes 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 the Issuer's website
(https://sfil.fr/obligations-vertes-sociales-durables/ or https://sfil.fr/en/green-social-and-sustainable-bonds/).
In relation to Green Notes, Social Notes or Sustainability Notes, 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
• the Issuer 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 the Issuer'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 the Issuer'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 Notes, Social Notes or Sustainability Notes and then on an annual basis until full allocation
of outstanding Green Notes, Social Notes and Sustainability Notes 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 Notes, the Social Notes or the
Sustainability Notes.
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.




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DESCRIPTION OF THE ISSUER

1. HISTORY AND DEVELOPMENT OF THE ISSUER
Sfil is a credit institution under the form of a French limited liability company (société anonyme) created in 2013,
administered by a Board of Directors (conseil d'administration) and governed by French law. 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 428 782 585 with the Registre du commerce et des sociétés of Paris.
The duration of Sfil is determined in its articles of association (statuts) and is 99 years from the creation of Sfil.
The Issuer was licensed as a bank by the French Autorité de contrôle prudentiel et de résolution (the "ACPR") on
16 January 2013.
It is currently governed by the French Code de commerce, by the laws and regulations applicable to credit institutions
currently in force, the provisions of the French Code monétaire et financier and its articles of association (statuts).
The corporate objects of the Issuer as set out under Article 3 of its articles of association (statuts) are essentially to
perform on a regular basis:
(a) any banking transaction within the meaning of Article L.311-1 of the French Code monétaire et financier;
(b) any transaction relating to those transactions referred to (a) above, including the investment, subscription,
purchase management, custody and sale of financial securities or any financial products;
(c) any transaction involving the receipt of funds from its shareholders and from the société de crédit foncier
controlled by the company;
(d) pursuant to Article L.513-15 of the French Code monétaire et financier, any services relating to the
management and recovery of exposures, debt securities and other securities, bonds, or other resources
provided for by Article L.513-2 of the French Code monétaire et financier of a duly authorised société de
crédit foncier controlled by the company; and
(e) the provision of services on behalf of third parties with a view to carrying out banking operations;
each in connection with credit transactions for the local public sector in France and more generally with any
transaction that may benefit from a public guarantee.
The Issuer was created on 1st February 2013, as one of the key elements of a system that finds its source in the French
State's determination to provide French local authorities and public healthcare facilities with continuous and efficient
access to long-term bank financing, in addition to the offers proposed by commercial banks and French or European
public institutions operating in this segment. This system, which was launched within the framework of the approval
of the European Commission on 28 December 2012 (such approval was initially granted for fifteen (15) years and is
renewable), makes it possible to refinance La Banque Postale's loans to French local authorities and to accompany
these players actively in their efforts to reduce their outstanding sensitive loans.
In 2015, the French State entrusted Sfil with a second public policy mission: to refinance buyer credits insured by
the French public export credit agency ("Bpifrance Assurance Export") under the French State's control, on its
behalf and in its name and thereby to help enhance the competitiveness of the large export contracts negotiated by
Companies exporting from France.
The objective is to supply market financing with the volumes and maturities adapted to export credits of significant
amounts and under conditions that match those of the best French issuers of covered bond, relying on the capacities
of Sfil and its subsidiary Caisse Française de Financement Local ("Caffil"). On 7 May 2020, the European
Commission renewed Sfil-Caffil's authorization for the financing of export credits, reaffirming the market failure
and the relevance of the intervention of a development bank such as Sfil. The initial authorization dated 5 May 2015
was valid for five (5) years. It was renewed for a period of seven (7) years.
A project is also underway concerning the extension to the scope of strategic projects. The aim is to allow the Sfil
Group to refinance credits benefiting from the Strategic Projects Guarantee. This plan to extend the Sfil Group's
activity will enable France to offer a financing system in line with the best practices observed in other major exporting
countries, particularly in Asia.




93
Furthermore, in the frame of the climate transition and sustainable development goals, Sfil is considering the
possibility to increase its action abroad with a support to sustainable projects for French industry, by expanding its
intervention to loans covered by other European export credit agencies, or sovereign guarantees or covered by
multilaterals agencies.
Bond markets were marked in 2024 by the beginning of a cycle of a looser monetary policy of the main central banks
(Federal Reserve and European Central Bank), leading each of them to reduce their key rates by 100 basis points
cumulatively over the year. This context, buoyant for the bond issuance activity for the sovereign, supranational and
agency issuers and covered bond segments, was reflected during the first half-year of 2024 by strong global demand
from investors across a wide range of maturities and a movement in spread performance.
The announcement of early general elections in France in June 2024 resulted in widening the OAT-Bund spread and
French credit spreads in general, which continued during the second half of the year. This market environment, the
result of the elections in the United States and the degradation in the European geopolitical, economic and financial
outlook from November onwards resulted in a slowdown in the bond issuance activity.
In this context, in 2024, the Sfil Group issued a total of EUR 9 billion with an average maturity of 7.7 years. It took
the form of:
• EUR 8.4 billion on the public primary market, of which EUR 0.7 billion via four transactions carried out on
existing benchmark issues of Sfil and Caffil;
• EUR 0.57 billion in the private placements segment.
The Sfil Group carried out eight public issues via its two issuers, Sfil and Caffil:
• a Sfil bond with a maturity of 7 years in January 2024 in the amount of EUR 1.25 billion;
• a Caffil obligation foncière with a maturity of 10 years in January 2024 in the amount of EUR 1 billion;
• a Caffil social obligation foncière with a maturity of 12 years in March 2024 in the amount of EUR 0.5 billion;
• a Sfil bond with a maturity of 3 years in April 2024 for USD 1 billion;
• a Caffil obligation foncière with a maturity of 15 years in May 2024 in the amount of EUR 0.5 billion;
• a Sfil green bond with a maturity of 5 years in July 2024 in the amount of EUR 1.25 billion;
• a Caffil social obligation foncière with a maturity of 7 years in October 2024 in the amount of
EUR 1.25 billion;
• a Caffil obligation foncière with a maturity of 5 years in November 2024 in the amount of EUR 1 billion.
Sustainable bonds thus represented 33% of the financing raised in 2024, exceeding the target of 25% in 2024.
In addition, Sfil continued using its program for issuing debt securities at less than one year (NeuCP issuance
program). As of 31 December 2024, Sfil's outstanding debt securities of less than one year amounted to
EUR 0.8 billion.
The war in Ukraine
The foreseeable impacts of the war in Ukraine are very limited for the Sfil Group. Furthermore, the Group has no
exposure to Russia or Belarus, and only one exposure to Ukraine, which represented an outstanding amount of EUR
33 million at 31 December 2024 (almost fully drawn down). This exposure was granted as part of Sfil's export credit
business and is 100% guaranteed by the French State. Sfil is therefore not directly exposed to credit risk on this file.
Sfil has nevertheless decided to place this asset on watchlist as of 24 February 2022. At the end of 2024, considering
the financial deterioration of Ukraine and the geopolitical context, Sfil decided to classify its entire exposure to
Ukraine as doubtful, despite the absence of any defaults on this contract. This downgrade resulted in the recognition
of an expected credit loss of EUR 0.2 million, which had no material impact on the company's results.
The consequences of the war in Ukraine on the forward-looking macro-economic scenarios used to calculate the
expected credit losses associated with local authorities in France have also been taken into account, without any
significant impact on the level of impairment.




94
2025 Outlook
The outlook for 2025 is set against a still very uncertain geopolitical, economic and financial environment and a
French political context marked by latent instability. The Sfil Group will continue implementing its "Objectif 2026"
strategic plan, 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 supporting its clients in their efforts to promote the transition;
• strengthen its innovation and transformation strategy.
More specifically, the uncertainties of the geopolitical and macroeconomic context may deteriorate funding
conditions. The Sfil Group aims to issue between EUR 8 and 10.5 billion on the primary market, of which one third
of sustainable issues.
Local public sector financing activity is expected to remain at a high level in 2025 based on:
• the continuation of local investments in the last year preceding the municipal elections with a corresponding
increase in financing needs related, in particular, to the challenges of climate change, in support of the
implementation of the green fund increased to EUR 1.15 billion and the creation of a regional climate fund
endowed with EUR 200 million;
• 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;
• the ongoing financial support for hospitals in making the investments encouraged by Ségur de la Santé.
The local public sector financing activity will also depend on the possible impacts of the measures concerning local
authorities adopted as part of the 2025 French Finance Act, in particular, the implementation of the cyclical
smoothing of the tax revenues of local authorities amounting to EUR 1 billion, which should affect nearly 2,100 local
authorities. Subject to these reservations, the volume of thematic loans, particularly green loans, should continue
increasing, encouraged by the adoption in 2025 of the new objectives of the National Low Carbon Strategy 3, the
National Climate Change Adaptation Plan (PNACC-3) and the obligation for local authorities with more than 3,500
inhabitants to implement a green budget.
The 2025 outlook for export credit are also very positive. The number of consultations reached an all-time high of
220 consultations for indicative offers during 2024, the previous reference being 195 consultations in 2023. This
confirms the appeal of the refinancing scheme that the Sfil Group offers. The stock of active deals under review at
the end of 2024 remained stable compared to the previous year with 175 cases for a total amount of EUR 64.8 billion
as at 31 December 2024 (compared to 176 active cases for an amount of EUR 62.4 billion at the end of 2023),
reflecting the good momentum of underlying markets, notably on investments related to sovereignty issues.
In a financial market environment where the French sovereign rating was downgraded, the ability of the Sfil Group's
to intervene is not affected in terms of the volumes of financing that may be made available.
Moreover, 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 State. Thus, the Sfil Group
should be in a position, by the end of 2025, to expand its scope of activity to export credits benefiting from an
insurance by other European export credit agencies or multilateral lenders. The Sfil Group will thus be able to
intervene in operations presenting a French interest and benefiting from a guarantee other than that of Bpifrance
Assurance Export. In addition, the financing of the local public sector, previously limited to local authorities and
French public hospitals, may be extended to other French public entities, namely public institutions and French public
entities sui generis or exposures guaranteed by them. The first transactions could be finalized during the year.
Finally, Sfil will continue implementing its innovation approach in 2025, in particular with the deployment of an
internal generative artificial intelligence tool.
Regulatory changes
Transposition of the Basel III agreement
In order to finalise the Basel III reforms, on 27 October 2021, the European Commission published a proposal for a
regulation amending the Capital Requirements Regulation concerning the requirements on credit risks, credit value




95
adjustment (CVA) risk, operational risk, market risk and output floor. An agreement between the European
Commission, the European Parliament and the Council of the European Union was announced on 27 June 2023. On
6 December 2023, the Board approved the inter‑institutional agreement on the banking package (CRR III
Regulation/CRD VI Directive). Following this agreement, the European Parliament adopted these texts (CRR III
Regulation/CRD VI Directive) in the Committee on Economic and Monetary Affairs. This agreement stipulates that,
for IRBA credit models, an LGD input floor of 5% will be applied to local authorities not assimilated to their
sovereign. This change has a limited impact for the Sfil Group.
Publication of extra‑financial information

Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation
(EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate
sustainability reporting (the "CSRD Directive") was transposed in France by Ordinance No. 2023‑1142 (ordonnance
n° 2023-1142 du 6 décembre 2023 relative à la publication et à la certification d'informations en matière de
durabilité et aux obligations environnementales, sociales et de gouvernement d'entreprise des sociétés
commerciales) dated 6 December 2023. In addition, Commission Delegated Regulation (EU) 2023/2772 of
31 July 2023 supplementing Directive 2013/34/EU of the European Parliament and of the Council as regards
sustainability reporting standards, establishing disclosure standards on sustainability ("ESRS"), was published on
22 December 2023. These twelve cross‑sector technical standards specify the information that subject companies
must publish in their management report in accordance with the CSRD Directive. As Sfil is a large company with
fewer than 500 employees, the provisions of the CSRD Directive and ESRS standards is applicable from
1 January 2025.
2. BUSINESS OVERVIEW
Sfil is a credit institution authorised and directly supervised by the European Central Bank 5.
2.1 Principal activities
Sfil carries out the following missions:
- financing, within a strictly defined framework, loans initially granted by LBP since 2013 and Banque des
Territoires since 2022 to eligible local government entities and public hospitals6 via issuance of obligations
foncières by Caffil;
- refinancing large export credit contracts; and
- Sfil's provision of specialized services to LBP and to Caffil to enable the system to function correctly.
(i) Partnership with LBP and Banque des Territoires
Since 2013, Sfil supplies services for the medium- and long-term financing activity in the local public sector (local
authorities and public healthcare facilities) engaged in by LBP. Within this framework, Sfil provides services at all
stages along the chain of loan issue and management (loan offerings, back office management, asset and liability
management reporting, management control, accounting, third-party management, etc.).
Sfil also coordinates and directs projects needed by LBP for its business, in particular by adapting the applications it
makes available.
Likewise, Sfil and LBP work together in order to propose to certain customers of LBP the possibility to reschedule
their loans held by Caffil, some of the services being provided to Caffil. The role of Sfil as servicer of Caffil since
2013 primarily involves the following:
- to ensure the complete operational management of Caffil (day-to-day management as well as the operational
management of the reduction in the sensitivity of the structured loans on the balance sheet of Caffil), as
defined by the regulations applicable to sociétés de crédit foncier, in particular Article L.513-15 of the French
Code monétaire et financier; and
- to provide Caffil with the derivatives and non-privileged funding it needs to carry out its activities including
the financing of the over collateralization.

5
List of significant supervised entities and the list of less significant institutions, European Central Bank, 01/03/2025.
6
Eligibility within the meaning of the law on sociétés de crédit foncier, pursuant to which on-balance sheet hedging assets can be considered
collateral of issued obligations foncières.




96
Sfil provides services for the medium- and long-term financing activity in the local public sector (French local
government entities and public hospitals) carried out by LBP. Within this framework, it provides services at all stages
of the medium- and long-term loan issuance and management process (loan offerings, middle and back office,
management, ALM reporting, management control, accounting, third-party management, etc.).
Sfil also coordinates and implements projects needed by LBP for its business activity, in particular by adapting the
applications it makes available to LBP.
In 2023, in accordance with their periodic review commitment, Sfil and LBP adapted the contractual framework for
the provision of services in order to bring it into line with the guidelines of the European Banking Authority (EBA)
relating to critical or significant services (PCI). The performance indicators in place to measure the quality of the
services that Sfil provided in 2023 were satisfied at 97%.
Sfil Group, via its subsidiary Caffil, finances loans granted by LBP to French local authorities and public hospitals.
The scheme was renewed until 2026 when Sfil changed its shareholding structure on 30 September 2020.
Operational flow diagram of the system




(ii) Financing of local public sector loans
This activity was launched following the shortage of long-term funding for French local authorities. It was decided
by the French State that it was necessary to provide a stable access to long dated funding for public investments. This
decision was confirmed by the European Commission on 28 December 2012. LBP, which will retain a central role
in the system, decided to renew its partnership early with Sfil until end 2026 for the commercialization of medium
and long-term loans to local authorities and public hospitals. The objective is to enable local authorities and public
hospitals to benefit from enhanced financing conditions.
Through its société de crédit foncier Caffil, the Issuer refinances medium and long-term loans offered by LBP to
local authorities and public hospitals in France. Sfil and Caffil are mutually dependent. Due to its size, performance
of Caffil has an impact on Sfil's revenues.
Since the creation of Sfil in 2013, new loans are granted exclusively to French local public sector borrowers. Through
its subsidiary Caffil, Sfil also holds loans and bonds to public sector entities that were acquired before 2013 with
non-French counterparts. The outstanding loans and securities on Sfil Group's balance sheet totaled EUR 64.3 billion,
of which EUR 60.7 billion to public sector. After taking into account the granted guarantees, France was largely
predominant with over 93% of total outstanding to the public sector at year‑end 2024.
New loans are exclusively originated with the French local public sector or fully guaranteed by the latter. Outstanding
loans for the export credit activity amounted to EUR 9.4 billion at the end of 2024 and represented 15% of the
outstanding loans and securities on the balance sheet. Other assets with or guaranteed by the local public sector in
France represented approximately 73% of the loans and securities of the Sfil Group.
The relative share of France was up compared to 2023. Excluding France, the largest exposure was local authorities
in Italy and sovereign exposures in Italy (less than 5%). These loans and securities, now under run‑off management,
correspond to geographically diversified exposures to public authorities.




97
The breakdown by type of counterparty of loans and securities granted to the French public sector was as follows:




For the relative share of 17% of export credit activity in 2024, the geographical breakdown of importers beneficiaries
of granted loans was as described below:




In 2024, lending to French local authorities and public hospitals, through the partners La Banque Postale and Banque
des Territoires, increased by 46% to EUR 6.3 billion. 2024 was characterized by a strong acceleration in investments
by local authorities and their groupings, despite the instability that prevailed after the dissolution of the French
National Assembly in June 2024. This acceleration, favoured by the relative decrease in interest rates, was correlated
with the end of the electoral cycle for the municipalities. Local authorities financed their investments through
increased borrowing due to a more restricted available cash flow than in previous years. This tension was particularly
observed in departments which faced a further decline in their tax revenues, and especially in real estate transfer fees.




98
Driven by these various factors, lending to French local authorities reached a record level since the activity started,
with EUR 5.8 billion granted by Sfil and its partners (+45% compared to 2023). Loan origination was strongly driven
by large local authorities (+58% compared to 2023), and in particular departments (+100% compared to 2023),
groups of municipalities (+51% compared to 2023) and to a lesser extent, regions (+13% compared to 2023).
After the slowdown observed in the implementation of the Ségur Plan in 2023, the health sector saw a gradual
recovery in investments. The volume of loans granted to public hospitals reached EUR 518 million, compared to
EUR 322 million in 2023. The payment of subsidies under the Ségur Plan enabled them to initiate, to a certain extent,
investment projects that had been previously delayed. However, due to the increase in their costs (inflation, raw
materials), some of these projects had to be redirected towards the renovation of buildings rather than construction.
In this context, Sfil continued providing financing to public hospitals, based on a long‑term assessment of their
financial situation and of the positioning of their healthcare offer (healthcare added value).
Accompanying the environmental and energy transition and supporting regional cohesion, as the leading public
investors in France, local authorities play a key role in achieving France's carbon neutrality objectives by 2050,
formalized in the National low‑carbon strategy.
In its latest study7, the Institute for Climate Economics (I4CE) highlighted an acceleration of local investments in
favour of the climate that it estimated at EUR 8.3 billion invested in 2022 with a forecast at EUR 10 billion for 2023,
notably in three key sectors: buildings, transport and energy. However, despite this clear increase in efforts at the
local level, local authorities will need to more than double their investments to cross the "climate investment wall".
The institute thus assessed this effort on average at nearly an additional EUR 11 billion per year over the period
2024‑2030, highlighting the financing issue in a fragile economic context, as well as regional disparities. To address
this issue, the study modelled four scenarios in which the use of borrowing is identified as an essential driver.
In this context, Sfil continued supporting French local authorities in investments in favour of the ecological and
energy transition. As a result, EUR 1.2 billion in green loans were granted in 2024, up 22% compared to 2023. This
acceleration was mainly driven by the increase in financing granted to water and sanitation projects, a theme that
accounted for the largest total volume in both amount (EUR 505 million, or 43.7% of green loans) and number of
contracts (half of green loans). Supported by municipalities, this capability faces several challenges: offering
high‑quality water at an affordable price while preserving this resource.
In addition, the range of social loans intended for local authorities also saw very strong growth: EUR 869 million
was granted, up by 44%, driven in particular by investments in education, fire and rescue services as well as sports,
culture and community life.
These trends reflected the significant weight of thematic loans (green and social loans to local authorities, loans to
public hospitals) in the activity. They represented 40% of the production of loans to the local public sector in 2024
(compared to 43% in 2023).
As stated in December 2023 when announcing its 2030 targets to reduce financed emissions, Sfil will continue to
support the efforts of its customers in favour of the energy and environmental transition and social cohesion by an
even stronger mobilization of thematic loans over the 2024‑2030 period.
Consolidation of the customer relationship
In 2024, Sfil continued its institutional actions to promote its role in financing the local public sector and its thematic
loan offer to its borrowers:
• an information session, co-organized in January 2024 with I4CE and La Banque Postale, for local
decision-makers on the challenges of the regionalization of the environmental transition;
• the completion of a new study by I4CE and the research department of La Banque Postale continuing, in line
with their last three publications, the discussions on the necessary doubling of the "climate investments" that
local authorities will have to make to achieve France's climate objectives (see above). This new publication
aims to identify the financing levers to be activated in order to achieve this;
• the participation in several local public sector events: in particular the Assises de l'Afigese in September 2024,
the financing of the environmental transition day organized by the ANAP (National Agency for Health and
Medico-Social Performance), the Convention nationale des intercommunalités in October 2024 and finally,



7
Study published by I4CE in September 2024: "Overview of local authority climate financing".




99
the Mayors and Local Authorities' exhibition in November 2024 during which a conference was organized on
the presentation of the new I4CE study mentioned above;
• a second satisfaction survey of local public sector borrowers, which highlighted the strengthening of the
relationship with its customers as well as its progress in terms of both reputation and preference compared to
its competitors. Potential areas for improvement have also been identified, that Sfil will work on during 2025;
• the continuation of communication and awareness‑raising actions for local authorities by sending information
letters or dedicated meetings on certain topics such as climate and environmental ratings.
Alongside these actions, Sfil continued rolling out its DIGISfil digital platform and supporting its borrowers in the
digitalization of exchanges (nearly 3,200 borrowers covering 75% of outstanding loans compared to 69% in 2023).
(iii) Export credit refinancing
In 2015, the French State gave Sfil the mission to refinance large export credits in order to bolster the competitiveness
of French export offers.
The European Commission's authorization for the export credit refinancing was renewed on 7 May 2020 based on
the maintained diagnosis of a market failure for export credit refinancing and the appropriate and necessary nature
of the intervention of a public development bank, such as Sfil, to remedy it. The duration of this authorization was
extended to seven (7) years (instead of five (5) years for the first one) expiring in 2027.
Export credits are a key factor in the financial aspect of exporters' commercial offers. Basically structured in the form
of buyer credits, they may take advantage of a credit insurance against the political and commercial risks granted by
the French public export credit agency – Bpifrance Assurance Export on behalf of the State.
The objective of this set-up designed to support French exports is to improve the financial offer that accompanies
export contracts in terms of volume, maturity and cost. The vast majority of countries of the Organisation for
Economic Cooperation and Development rely on a public set up for the refinancing of export loans through two
different models: (i) direct lender where the public entity takes the place of commercial banks or (ii) refinancing
platform where the public entity leaves the structuring and arranging roles as well as the uninsured part of the credits
to the commercial banks.
Following feasibility studies undertaken by Sfil in cooperation with the French public export credit agency and
French authorities, the second model was chosen. The European Commission granted on 5 May 2015 its authorisation
to expand the scope of Sfil's activities as a public development bank in the refinancing of export credits in order to
resolve market failure in this sector.
Following this decision, the operational launch of this business line was organized, resources were progressively
allocated to this activity, and internal management processes and risk control systems were set up.
Presentation of the refinancing scheme8:




The refinancing scheme operates as follows:


8
Scheme applicable to export credit refinancing operations excluding civil aviation that benefit from a Pure and Unconditional Guarantee in
replacement of 95% credit insurance and the enhanced guarantee.




100
• 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 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%);
• Caffil grants Sfil a refinancing loan which is backed by the acquired export credit. In this context, the portion
of the export credit acquired by Sfil is pledged to Caffil. Sfil's rights to compensation under the Bpifrance
Assurance Export credit insurance policy are also delegated by Sfil to Caffil.
• The refinancing loans benefit from an unconditional guarantee on first demand issued by the French State,
known as an enhanced guarantee9. Caffil has no longer been using this mechanism for transactions concluded
since September 2024, but still benefits from the export credit insurance issued by Bpifrance Assurance
Export. This change reflects simplification process of the Sfil Group. It does not call into question the
principle of exposures to public entities or those guaranteed by them in line with the regulations applicable to
sociétés de credit 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.
After a record financial year in 2023, the growth of the global export credit market stalled in 2024, with a decline in
terms of both volume and number of transactions (respectively -27% and -14% compared to 2023). However, this
correction must be put into perspective: the long-term trend in export credit remained firmly oriented upwards, with
2024 at a level well above 2021 or 2022.
As in 2023, the transport sector consolidated its position as the leading sector in export credit worldwide in 2024,
with 25% of volume and 25% of transactions (compared to 18% and 23% respectively in 2023). In absolute value,
the amounts for this sector were almost identical to those for 2023. The renewable energies sector paradoxically
decreased by 36% in volume compared to 2023 but at the same time increased by 16% increase in terms of
transactions. This sector represented 11% of total export credit transactions in 2024 (compared to 12% in 2023). The
infrastructure sector recorded significant growth in both volume (+11% compared to 2023) and the number of
transactions (+23% compared to 2023). It represented 11% of total export credit transactions in 2024 (compared to
7% in 2023). Lastly, due to the gradual slowdown in support from export credit agencies, the oil and gas sector
declined significantly (-56% in volume and -36% in number of transactions); it represented only 6% of the total
(compared to 10% in 2023).
Smaller transactions also illustrated the market correction experienced in 2024: the average transaction amount went
from USD 320 million in 2023 to USD 271 million in 2024 while transactions above USD 550 million only
represented 64% of the total volume compared to 73% in 2023.
In this context, after a record year in 2023, the refinancing of export credits remained at a high level in 2024 for the
Sfil Group: five contracts were signed for EUR 2.4 billion (compared to six contracts for EUR 5.0 billion in 2023).
These transactions, one in Africa, one in America, one in Europe and two in Asia, led to the conclusion of
EUR 4.1 billion in export contracts involving six different exporters, including one that benefited from the Sfil
system for the first time.
Two of the transactions refinanced by Sfil in 2024 related to the infrastructure and transport equipment sector. They
thus contributed directly to SDGs no. 7 "Ensure access to affordable, reliable, sustainable and modern energy services
for all" and no. 9 "Build resilient infrastructure, promote inclusive and sustainable industrialization and foster
innovation". In 2024, the other transactions were carried out in the defense and cruise sectors.
In addition, during the TXF forum in June 2024, Sfil received the Deal of the year Central Asia 2023 award for the
financing of locomotives for freight and passenger transport in Kazakhstan. The passenger locomotives financed as
part of this transaction emit 89% less gCO2e per passenger-km compared to cars .




9
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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2.2 Principal markets
Sfil operates in two markets: lending to the French local public sector and refinancing of export loans benefiting
from a French public guaranty.
French local government debt reached a total amount of EUR 213.1 billion at the end of 202410.
After a very active year in 2023 with nearly 9 billion EUR in export credit insured by Bpifrance Assurance Export
(excluding the civil aircrafts sector and transactions covered by the Guarantee of Strategic Projects), the year 2024
has seen an average level with approximately EUR 4.4 billion in export credit insured by Bpifrance Assurance Export
(excluding the civil aircrafts sector and transactions covered by the Guarantee of Strategic Projects).
2.3 Recent evolutions
We present below two key figures of Sfil as of 31 December 2024:
• • Sfil had EUR 71.9 billion consolidated balance sheet assets; and
• • Sfil had a CET1 Ratio of 42.2%
The European Central Bank notified the level of additional requirement in respect of P2R (Pillar 2 Requirement) for
Sfil's Group, which apply from 1 January 2021. These requirements are maintained and stand at 1% for Sfil. Taking
into account the regulatory buffers, as from 1 January 2025, the minimum requirements applicable to Sfil on a
consolidated basis are respectively 8.56% for the CET1 ratio, 10.25% for the Tier 1 ratio and 12.5% for the total
capital ratio.
Based on the methodological principles of currently applicable regulations, the Sfil Group's leverage ratio was 9.6%
as of 31 December 2024.
3. ORGANISATIONAL STRUCTURE
The Banque de France may ask CDC, as reference shareholder, and the French State to provide the necessary support
to Sfil in accordance with Article L.511-42 of the French Code monétaire et financier.
Since 30 September 2020, when the French State (except for one ordinary share) and LBP sold their stakes to CDC,
the latter has become the reference shareholder of Sfil. The French State continues to be present on Sfil's Board of
Directors through a non‑voting board member, in view of the public interest missions entrusted to Sfil.
This operation enables the public financial institutions to continue to serve the French territory, by grouping them
within a large public financial group, formed around CDC and La Poste.
During 2022, Sfil took part in the process initiated by the CDC Group aiming at developing cooperation between the
Sfil Group's various entities and coordinating the operation of the business lines.
This approach aims in particular to:
(a) enable employees to participate in shared values and objectives with the expression of a Sfil Group purpose;
(b) generalize a networked mode of operation within each sector;
(c) develop new intragroup business partnerships;
(d) develop the attractiveness of human resources and employment pools within the Group.
The Group Vision project launched in the spring of 2021 within the CDC Group gave rise to a broad consultation to
define its purpose unveiled in early 2022: "The Caisse des Dépôts Group, an unique alliance of public and private
economic players, is committed, in the heart of the regions, to accelerating the environmental transformation and to
contributing to offering a better life for all". This purpose, which defines the shared culture serving the Sfil Group's
missions for an effective and operational cooperation of the respective business lines within it, fully echoes Sfil's
purpose: "To finance a sustainable future by effectively and responsibly supporting local development and the
international activity of large companies".
Sfil is tangibly committed to achieving cooperation projects that are an integral part of its #Objectif2026 strategic
plan with, in particular, the launch from the beginning of 2022 of its partnership with Banque des Territoires for the
refinancing of long-term loans at fixed rates.


10
Source : ECB Data Portal




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Sfil's shareholding structure is 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.
On its side, on 5 November 2020, Sfil signed an updated declaration of support of Caffil.
The share capital of the Issuer is held as follows:
- 99.99999% by the CDC (i.e. 9,285,724 shares);
- 0.00001% by the French State via the Agence des Participations de l'Etat, which is a French government
shareholding agency (i.e. 1 share).
Caffil is a subsidiary of Sfil. Caffil is a société de crédit foncier governed by Articles L.515-13 et seq. of the French
Code monétaire et financier.
Shareholding structure of the Issuer since 30 September 2020:




4. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
The Issuer is organized around a Board of Directors, an Executive Committee, a Governance, Appointments and
CSR Committee, a Compensation Committee, a Financial Statements Committee and a Risks and Internal Control
Committee.
Board of Directors
The Board of Directors is composed of fifteen (15) members:
• Virginie Chapron du Jeu (Chairman of the Board of Directors)
• Philippe Mills (Chief Executive Officer)
• Caisse des Dépôts et Consignations represented by Alexandre Thorel
• Dominique Aubernon
• Serge Bayard
• Frédéric Coutant
• Brigitte Daurelle
• Othmane Drhimeur
• Perrine Kaltwasser
• Christophe Laurent
• Pierre Laurent
• Véronique Ormezzano
• three elected employee representatives: Edouard Grimbert, Cécile Latil-Bouculat and Prisca Sabarros
Non-voting member: Armel Castets
Representative of the social and economic committee: Thomas Perdriau.
The main functions of the board members outside of the Issuer are the following:




103
Chief Risk Officer - member of the Executive Committee and
Virginie Chapron du Jeu (Chairman of
member of the Management Committee, Caisse des Dépôts et
the Board of Directors of Sfil)
Consignations Group

Philippe Mills
Chairman of the Supervisory Board of Caffil
(Chief Executive Officer)

Alexandre Thorel Strategic Holdings Manager Caisse des Dépôts et
Consignations – Strategic Investments
(CDC representative)

Dominique Aubernon Independent member of the Board of Directors, Sfil

Chief Executive Officer at "Banque des Entreprises et du
Serge Bayard
Développement Local" of La Banque Postale

Frédéric Coutant Independent member of the Board of Directors, Sfil

Brigitte Daurelle Independent member of the Board of Directors, Sfil

Head of bank-insurance holdings within the strategic holdings
management department, Caisse des Dépôts et Consignations
Othmane Drhimeur
Group
Risk, Compliance and General Secretary Executive Officer,
Perrine Kaltwasser member of the Executive Board of the financial conglomerate,
La Banque Postale
Deputy Director, Finance and Sustainable Finance, Caisse des
Christophe Laurent
Dépôts et Consignations Group
Investment Director at "Banque des territoires", Caisse des
Pierre Laurent
Dépôts et Consignations
Véronique Ormezzano Independent member of the Board of Directors, Sfil

Their business addresses are c/o Sfil, 112-114, avenue Emile Zola, 75015 Paris, France.
The management team
The management team is composed of Executive Management and seven (7) other members in charge of divisions
or central functions who make up the Management Committee. This committee meets at least once per week.
The members of the Executive Management are Philippe Mills (Chief Executive Officer) and François Laugier
(Deputy Chief Executive Officer).
The members of the Executive Committee are Philippe Mills (Chief Executive Officer), François Laugier (Deputy
Chief Executive Officer), Stéphane Costa de Beauregard (Local Public Sector, CSR and Operating Officer),
Emmanuel Dupuy (Chief Risk Officer), Cécile Degove (Corporate secretary, Chief Compliance and Legal Officer),
Florent Lecinq (Chief Financial and Financial Markets Officer), Anne Crépin (Export Credit Officer), Donia
Mansouri (Transformation Officer) and Frédéric Meyer (Communication and Human Resources Officer).
Financial Statements Committee and Risks and Internal Control Committee
The Financial Statements Committee examines in particular the financial statements of Sfil and Caffil, as well as the
corresponding statutory auditors' reports, the strategy of Sfil and the budget.
The Risks and Internal Control Committee is in charge of studying the procedures employed in internal control
activities at Sfil and Caffil, the reports on compliance and audit activities, the reports on risk surveillance, etc.
The Financial Statements Committee and the Risks and Internal Control Committee are made up of a maximum of
seven members who are Board of Directors members but are not involved in Sfil's executive management. Members
are chosen on the basis of their skills and their potential contribution to the work of the committee in question. These




104
committees are chaired by an independent member of the Board of Directors with proven skills in finance, accounting
and risk. These committees meet at least four times per year.
The members of the Financial Statements Committee are Brigitte Daurelle (Chair of the Committee), Dominique
Aubernon, Othmane Drhimeur, Cécile Latil-Bouculat, Christophe Laurent, Véronique Ormezzano and Alexandre
Thorel.
The members of the Risks and Internal Control Committee are: Véronique Ormezzano (Chair of the Committee),
Frédéric Coutant, Brigitte Daurelle, Othmane Drhimeur, Edouard Grimbert, Pierre Laurent and Alexandre Thorel.
Conflicts of interest or declaration of no-conflict of interest
The Issuer certifies that, to the best of its knowledge, there are no potential conflicts of interest between the duties of
its corporate officers towards the Issuer and their private interests and other duties.
5. MAJOR SHAREHOLDERS
At the date of the Base Prospectus, share capital stands at EUR 130,000,150 represented by 9,285,725 nominative
shares.
There are no securities that grant rights to shares in the capital of Sfil.
Sfil is publicly owned. The share capital of Sfil is held as follows:
- 99.99999% by the CDC, i.e. 9,285,724 shares;
- 0.00001% by the French State via the Agence des Participations de l'Etat, which is a French government
shareholding agency (i.e 1 share).
6. LEGAL AND ARBITRATION PROCEEDINGS
Litigation related to structured loans
As of 31 December 2024, there are (i) no borrower in lawsuits for sensitive structured loans and (ii) no significant
dispute between Sfil or Caffil and their borrowers.
Other litigations
There was 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.
7. MATERIAL CONTRACTS
(i) Management agreement between Sfil and Caffil
A management agreement, "Convention de gestion", dated 31 January 2013 between Sfil and Caffil as amended
and/or replaced from time to time, pursuant to which Sfil agreed to manage on behalf of Caffil loans granted to public
sector entities in the European Union or to entities guaranteed by these public sector entities and transferred to Caffil
and the refinancing 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 Caffil.
(ii) Liquidity and Financing Arrangements
A current account agreement (Convention de compte courant) dated 31 January 2013 has been concluded by Caffil
and Sfil (as amended from time to time) which combines multiple current accounts into a single current account and
allows Caffil and Sfil the ability to share a single current account. Caffil 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 by Caffil, as
borrower, and Sfil, as lender (as amended from time to time) pursuant to which Sfil agreed to grant to Caffil loans to
provide long-term financing to cover long term liquidity needs, including the financing of the over-collateral.




105
(iii) Loan agreements
The funds required to finance the activity of Caffil (financing of over-collateralization and intermediated derivatives)
are lent to Sfil by its shareholders.
• An agreement was signed between Sfil and CDC, dated 31 January 2013, as amended from time to time, to
cover all the needs linked to operations booked prior to the date of acquisition (31 January 2013) and the new
export refinancing activity;
• An agreement was signed between Sfil and LBP, dated 8 August 2013, as amended from time to time, to cover
all the needs related to loans to French local governments and public hospitals that LBP originates.
(iv) Declaration of support
On 5 November 2020, Sfil signed an updated declaration of support of Caffil, 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 sa viabilité financière tout au long de son existence conformément aux obligations imposées par la
règlementation bancaire en vigueur.


Philippe MILLS
Directeur Général
Sfil
(v) Tax consolidation arrangement with Caffil
An agreement was signed between Sfil and Caffil, dated 13 January 2014, which allows Sfil to be solely liable for
income tax for Sfil and Caffil 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.
(vi) Hedging Arrangements
An FBF master agreement was signed between Sfil and Caffil, dated 31 January 2013, as amended from time to time
and as supplemented by an AFB collateral annexe, dated 31 January 2013, as amended from time to time. The OTC
transactions under this master agreement include interest rate swaps and foreign exchange swaps.
ISDA and FBF master agreements were signed between Sfil and over twenty (20) banks.
An ISDA master agreement supplemented by a credit support annex for variation margin was concluded on
2 May 2022 between Sfil and Caisse Française de Financement Local. 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.




106
(vii) Refinancing master agreements with Caffil (Convention-cadre de refinancement Sfil-Caffil / Crédit
Export)
The Issuer and Caffil 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 Caffil have entered into a refinancing master agreement on 22 February 2021. Such agreement sets
out the general terms relating to any refinancing by Caffil of export loans acquired by Sfil from export banks and
benefited from a so-called "pure and unconditional" guarantee (GPI).
The Issuer and Caffil 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

Debt securities amount
The amount of the debt securities issued by Sfil under its Programme increased by an amount of EUR 1,204 million
between 1 January 2025 and 5 June 2025.
The amount of the debt securities (including the Obligations Foncières and the registered covered bonds) issued by
Caffil increased by an amount of EUR 1,159 million between 1 January 2025 and 5 June 2025.
The amount of the Sfil Group's debt securities (including (i) the debt securities issued by Sfil under its Programme
and (ii) the Obligations Foncières and the registered covered bonds issued by Caffil) increased by an amount of
EUR 2,363 million between 1 January 2025 and 5 June 2025.




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SUBSCRIPTION AND SALE

Summary of Amended and Restated Dealer Agreement
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 Notes will be offered on a continuous basis by the Issuer to the
Permanent Dealers. However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that
are not Permanent Dealers. The Notes 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 Notes 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 Notes 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 Notes subscribed by it.
The Issuer has agreed to reimburse the Arranger for its expenses incurred in connection with the Programme and the
Dealers for certain of their activities in connection with the Programme.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the
Notes. The Amended and Restated Dealer Agreement entitles the Dealers to terminate any agreement that they make
to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer.
Selling Restrictions
European Economic Area
(i) Prohibition of sales to EEA retail investors
In respect of (i) any Notes 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 Notes 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 Notes 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 Notes to be offered so as to enable an investor to decide
to purchase or subscribe for the Notes.
(ii) Non-Exempt Offer selling restriction under the Prospectus Regulation
In respect of any Notes 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 Notes 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 Notes to the public in that Member State:




109
(a) if the Final Terms in relation to the Notes specify that an offer of those Notes 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 Notes 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 Notes 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, Notes 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 Notes,
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 Notes 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 Notes 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
Notes, 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 Notes 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 Notes 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 Notes 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:




110
(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 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; 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 Notes to be offered so as to enable an investor to decide
to purchase or subscribe for the Notes.
(ii) Public Offer selling restriction under the UK Prospectus Regulation
In respect of any Notes 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 Notes 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 Notes 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 Notes 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 Notes to the public" in relation to any Notes
means the communication in any form and by any means of sufficient information on the terms of the offer
and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
(iii) Other regulatory restrictions
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme
will be required to represent, warrant and agree, that:
(i) in relation to any Notes having a maturity of less than one year from their Issue Date, (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 Notes 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 Notes 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 Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and




111
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to such Notes in, from or otherwise involving the UK.
United States of America
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities
Act") and may not be offered or sold within the United States of America except in certain transactions exempt from
the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them
by Regulation S ("Regulation S").
The Notes are being offered and sold outside the United States of America in reliance on Regulation S.
In addition, until forty (40) days after the commencement of the offering of any identifiable tranche of Notes, an
offer, sale or delivery of Notes within the United States of America by any dealer (whether or not participating in the
offering of such tranche of Notes) 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 Notes
outside the United States of America. The Issuer and the Dealers reserve the right to reject any offer to purchase the
Notes, 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 Notes 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
Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or
sell any Notes or cause the Notes 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 Notes, 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 Notes 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 Notes or caused the Notes to be made the subject of an invitation for subscription or purchase
and will not offer or sell any Notes or cause the Notes 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 Notes,
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 Notes, the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets products" (as
defined in the CMP Regulations 2018) and Excluded 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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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 Notes within or from the territory of Switzerland. The Notes
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 Notes 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 Notes 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 Notes. Neither this Base Prospectus
nor any other offering or marketing material relating to the Notes 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 Notes 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 Notes 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 Notes
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 Notes 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 Notes 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 Notes 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 Notes 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 Notes,
this Base Prospectus, the relevant Final Terms or any other offering material relating to the Notes 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 Notes or distribution of copies of this Base Prospectus,
the relevant Final Terms or any other offering material relating to the Notes 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




113
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
Notes 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 Notes in the offering is solely responsible for ensuring that any offer and resale of the
Notes 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 Notes.
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 the section entitled "Prohibition of sales to EEA retail
investors" above applies.
Notes denominated in Norwegian Kroner issued by non-Norwegian issuers must be registered in the Norwegian
Central Securities Depository (VPS) if the Notes are offered for sale in Norway, except in case of reverse solicitation.
Belgium
The Notes 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, Notes 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 Notes 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 Notes, 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 laws, regulations and directives
in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes this
Base Prospectus, any other offering material or any Final Terms and neither the Issuer nor any other Dealer shall
have responsibility therefore.




114
FORM OF FINAL TERMS 1

FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES 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 free of charge on the website of the AMF (www.amf-france.org) and on the website of
the Issuer (www.sfil.fr) in accordance with applicable laws and regulations.] [In addition11, the updated Base
Prospectus shall be available for viewing [on [●]/at] [●].]]12

[PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes 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 Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.]13
[UK PRIIPS REGULATION - PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes 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 Notes or otherwise making them available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.]14




11
If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
12
To be included in the case of a non-exempt offer which offer period expires after the expiry date of this Base Prospectus.
13
Legend to be included on front of the Final Terms if either (a) the Notes 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".
14
Legend to be included on front of the Final Terms if either (a) the Notes 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".




115
[15MiFID 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 Notes, 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 Notes 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 Notes to eligible counterparties and
professional clients are appropriate. [Consider any negative target market16] Any person subsequently offering,
selling or recommending the Notes (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 Notes (by either adopting or refining the manufacturer['s/s'] target market assessment)
and determining appropriate distribution channels.]
[ UK MiFIR product governance / Professional investors and eligible counterparties only target market –
17 18

Solely for the purposes of [the/each] manufacturer['s/s'] product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes 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 Notes to eligible counterparties and professional clients are appropriate.
[Consider any negative target market]19. Any person subsequently offering, selling or recommending the Notes
(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 Notes (by either adopting or refining the
manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]
OR
20
[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 Notes, taking into account the five (5) categories referred to in item 19 of the Guidelines
published by European Securities and Markets Authority [("ESMA")] on 3 August 2023, has led to the conclusion
that: (i) the target market for the Notes 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]; EITHER21 [and (ii) all channels for distribution of the Notes are
appropriate, including investment advice, portfolio management, non-advised sales and pure execution services]22
OR23 [(ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the
following channels for distribution of the Notes 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




15
Legend to be included if the Notes are not intended to be sold to retail clients.
16
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 Notes 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]."
17
The legend may not be necessary if the managers in relation to the Notes 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.
18
Legends to be included if the Notes are not intended to be sold to retail clients.
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 Notes 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 Notes are intended to be sold to retail clients.
21
Include for bonds that are not ESMA complex.
22
The relevant channels for distribution shall be identified and chosen by the relevant Manufacturer(s).
23
Include for certain ESMA complex bonds. 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 Notes 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.




116
appropriateness obligations under MiFID II, as applicable]]24. [Consider any negative target market25] Any person
subsequently offering, selling or recommending the Notes (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 Notes (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]26.]]
27 28
[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 Notes has led to the conclusion that: (i) the target market for the Notes 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 as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR"); EITHER 29[and (ii) all
channels for distribution of the Notes are appropriate[, including investment advice, portfolio management, non-
advised sales and pure execution services]30] OR 31[(ii) all channels for distribution to eligible counterparties and
professional clients are appropriate; and (iii) the following channels for distribution of the Notes 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]32. Any person subsequently offering, selling or recommending the Notes
(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 Notes (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]3334.]]
[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 Notes 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).]35


24
The relevant channels for distribution shall be identified and chosen by the relevant Manufacturer(s).
25
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 Notes 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]."
26
If the Notes 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.
27
The legend may not be necessary if the managers in relation to the Notes 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.
28
Legend to be included if the Notes are intended to be sold to retail clients.
29
Include for bonds that are not ESMA complex (in the UK context, as reflected in COBS).
30
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.
31
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 Notes constitute
"complex" products, pure execution services are not permitted to retail without the need to make the determination of appropriateness.
32
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 Notes 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]."
33
If the Notes 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.
34
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.
35
For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of
the SFA prior to the launch of the offer.




117
Final Terms dated [●]




Sfil

Legal entity identifier (LEI): 549300HFEHJOXGE4ZE63

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
(the "Notes")
[to be assimilated (assimilées) and form a single series with the existing issue of [Aggregate Nominal Amount
of Tranche] [Title of Notes] (the "Existing Notes")]
under the
€20,000,000,000 Euro Medium Term Note Programme
of Sfil

SERIES NO.: [●]
TRANCHE NO.: [●]
Issue Price: [●] per cent.

[Name(s) of Manager(s)]


[Any person making or intending to make an offer of the Notes may only do so [(i) in those 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 Notes in any other
circumstances.36
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.]
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 25-205 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") relating to the Notes 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


36
Do not include if the "Prohibition of sales to EEA retail investors" legend and/or the "Prohibition of sales to UK retail investors" legend are
included (because the notes potentially constitute "packaged" products and no key information document will be prepared) and the related
selling restriction is specified to be "Applicable".




118
relevant information. A summary of the issue of the Notes is annexed to these Final Terms. The Base Prospectus
[and these Final Terms] 37 [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 (www.sfil.fr) in accordance with applicable laws and regulations. [In
addition38, the Base Prospectus [and these Final Terms] [is/are] available for viewing [on [●]/at] [●].]
[Include whichever of the following apply or specify as "Not applicable" (N/A). Note that the numbering should
remain as set out below, even if "Not applicable" is indicated for individual paragraphs or sub-paragraphs. Italics
denote guidance for completing the Final Terms.]
1. Issuer: Sfil
2. (i) Series Number: [●]
(ii) Tranche Number: [●]
[(iii) Date on which the Notes become
fungible: The Notes 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 Notes")
as from the Issue Date of this Tranche.]
3. Specified Currency39: [●]
4. Aggregate Nominal Amount:
(i) Series: [●]
(ii) Tranche: [●]
5. Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus
accrued interest from [insert date] (in the case of fungible
issues only, if applicable)]
6. Specified Denomination: [●] (one denomination only for the Notes) 40
7. (i) Issue Date: [●]
(ii) Interest Commencement Date: [●] [Specify/Issue Date/Not applicable]
8. Maturity Date: [●] [Specify date or (for Floating Rate Notes) Interest
Payment Date falling in or nearest to the relevant month
and year]
9. Interest Basis/Rate of Interest: [[●] 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)




37
If the Notes are admitted to trading on a Regulated Market.
38
If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
39
Please note that with respect to any domestic issue settled from an Issuer account situated in France, payments relating to Notes shall be made
in euros (according to Article 1343-3 of the French Code civil).
40
Unless permitted by then current laws and regulations, Notes (including Notes 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).




119
10. Redemption/Payment Basis:41 [Redemption at par]
[Inflation Linked Redemption]
11. Change of Interest or [Applicable/Not applicable]
Redemption/Payment Basis:
[Optional Change of Interest Date / Automatic Change of
Interest Date: [●]]
[Specify the date when any fixed to floating or floating to
fixed rate change occurs or refer to paragraphs 14 and 15
below and identify there/Not applicable]
12. Put/Call Options: [Issuer Call/Noteholder Put]/[Not applicable]
[(further particulars specified below)]
13. (i) Status of the Notes: Senior Preferred
(ii) Date of corporate authorisations
for the issuance of Notes
obtained: Resolution of the Board of Directors (Conseil
d'administration) dated [●]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [In respect of Fixed/Floating Rate Notes: 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 [Actual/365 – FBF / Actual/365 / Actual/Actual-ICMA /
(Condition 5(a)): Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]
(vi) Determination Date(s): [●] 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))



41
Unless permitted by then current laws and regulations, Notes (including Notes 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).




120
(vii) Business Day Convention: [Floating Rate Business Day Convention/Following
Business Day Convention/Modified Following Business
Day Convention/Preceding Business Day Convention]
(viii) Business Centre(s): [●]/[Not applicable]
15. Floating Rate Note Provisions [In respect of Fixed/Floating Rate Notes: 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)(iv)(D)
provides for a methodology to determine the successor or
alternative rate)

(i) Interest Period(s): [●]
(ii) Specified Interest Payment Dates: [●]
(iii) First 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): [●]
(vii) Manner in which the Rate(s) of
Interest is/are to be determined:
[Screen Rate Determination/FBF Determination/ISDA
Determination]
(viii) Party responsible for calculating
the Rate(s) of Interest and Interest
Amount(s) (if not the Calculation
Agent): [[●] / Not applicable]

(ix) Screen Rate Determination
(Condition 5(c)(iv)(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)
‒ Interest Determination
Date(s): [●] [[TARGET] Business Days in [specify city] for [specify
currency]] / [U.S. Government Securities Business Days (if
SOFR)] / [London Banking Days (if SONIA)] / [Zurich
Banking Days (if SARON)]] prior to [the first day in each
Interest Accrual Period/each Interest Payment Date]
‒ Relevant Screen Page: [●]




121
(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 /
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: [Applicable/Not applicable] (If not applicable, delete the
remaining sub-paragraphs of this paragraph)




122
‒ 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 provisions by reference banks of offered
quotations for Euribor which, depending on market
circumstances, may not be available at the relevant time)
(xi) ISDA Determination: [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)(iv)(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]




123
‒ 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 [Applicable / Not applicable]
Observation Period Shift:
[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 [Applicable / Not applicable]
Lockout:
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 the Condition 5(g)]/[[●] per cent. per
annum] 42
(xiv) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum]
(xv) Day Count Fraction: [Actual/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]
16. Zero Coupon Note Provisions [Applicable / Not applicable]
(If not applicable, delete the remaining sub-paragraphs of
this paragraph)
(i) Amortisation Yield
(Condition 6(f)(i)): [●] per cent. per annum
(ii) Day Count Fraction
(Condition 5(a)): [Actual/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]


42
[In no event shall the amount of interest payable be less than zero.]




124
17. Inflation Linked Notes: [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): [●]
(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/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]
(ix) Business Centre(s): [●] (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 the Condition 5(g)]/[[●] per cent. per
annum]43
(xi) Maximum Rate of Interest: [Not applicable]/ [●] per cent. per annum
PROVISIONS RELATING TO REDEMPTION
18. Issuer 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 Note: 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: [[●] per Specified Denomination] / [Not applicable]
(b) Maximum Redemption
Amount: [[●] per Specified Denomination] / [Not applicable]
(iv) Notice period (if other than as set
out in the Conditions): [●] / [As per the Conditions]
19. Noteholder Put Option [Applicable/Not applicable]
(If not applicable, delete the remaining sub-paragraphs of
this paragraph)
(i) Optional Redemption Date(s): [●]

43
[In no event shall the amount of interest payable be less than zero.]




125
(ii) Optional Redemption Amount of
each Note: As per the Conditions
(iii) Notice period: [●]
20. Final Redemption Amount of each Note: [[●] per Note of [[●] Specified Denomination/As provided
below for Inflation Linked Notes, as the case may be]
21. Inflation Linked Notes – Provisions relating
to the Final Redemption Amount
(Condition 6(e)): [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 Notes: [Condition 6(e) 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 Rate of Interest and/or Interest
Amount(s) (if not the Calculation
Agent): [[●] / Not applicable]
22. Early Redemption Amount
Early Redemption Amount(s) payable on
redemption for taxation reasons, illegality
or on event of default: [●]/ [As provided below for Inflation Linked Notes, as the
case may be]
Inflation Linked Notes – Provisions relating
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 Notes: [Condition 6(f)(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 Rate of Interest and/or Interest
Amount(s) (if not the Calculation
Agent): [[●] / Not applicable]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
23. (i) Form of Notes: [Bearer form (au porteur)/ Registered form (au nominatif)]
(Delete as appropriate)
(ii) Registration Agent: [Not applicable/Applicable (if applicable please give name
and details)]




126
(Note that a Registration Agent must be appointed in
relation to Registered Notes only)
24. [Exclusion of the possibility to request
identification of the holders of the Notes as
provided by Condition 1(a): Applicable]
25. (i) Financial Centre(s) or other
special provisions relating to
payments dates: [Not applicable/T2/give details] (Note that this paragraph
relates to the date and place of payment, and not interest
period end dates, to which sub-paragraphs 15(vi) and
17(ix) relate)
(ii) Adjusted Payment Date
(Condition 7(d)): [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]/[Other*] / [As per Condition 7(d)]
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. Masse (Condition 11): 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 Notes are held by a sole Noteholder, insert the
wording below:
As long as the Notes are held by a sole Noteholder, and
unless a Representative has been appointed in relation to
such Series, such Noteholder 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 Notes are
held by several Noteholders.]

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue [and] [Non-Exempt Offer in the Non-Exempt Offer
Jurisdiction] [and] [admission to trading on the regulated market of Euronext Paris of the Notes described herein]
pursuant to the Euro 20,000,000,000 Euro Medium Term Notes Programme of the Issuer.

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, and 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


* In the market practice, if any date for payment in respect of Fixed Rate Notes is not a business day, the holder shall not be entitled to payment
until the next following business day (as defined in Condition 7(d)).
*
To be added only where information provided by third parties is added to the Final Terms.




127
By:

Duly authorised




128
PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING
(i) Listing(s): [[●] [Specify relevant regulated market]]/none]
(ii) Admission to trading: [Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on [specify relevant
regulated market, third country market, SME Growth
Market or MTF] with effect from [●].] / [Application is
expected to be made by the Issuer (or on its behalf) for the
Notes to be admitted to trading on [specify relevant
regulated market, third country market, SME Growth
Market or MTF] with effect from [●].] / [The Existing
Notes are already admitted to trading on the regulated
market of specify relevant regulated market] / [Not
applicable]
(Where documenting a fungible issue need to indicate that
original securities are already admitted to trading.)
(iii) 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 Notes may be made by
the [Managers] [and [specify, if applicable]] other than
pursuant to Article 1(4) of the Prospectus Regulation in
[France/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)] ("Non-
Exempt Offer Jurisdiction") during the period from
[specify date] until [specify date] ("Offer Period").]
(ii) Offer Price: [Issue Price][specify]
(Where the expected price at which Notes will be offered
cannot be given, insert a description of the method of
determining the price and the process for its disclosure)
(iii) Conditions to which the offer is [Not applicable/give details]
subject:
(iv) Offer Period (including any
possible amendments): [specify]
(v) Description of the application [Not applicable/give details]
process:
(vi) Description of possibility to
reduce subscriptions and manner
for refunding amounts paid in [Not applicable/give details]
excess by applicants:
(vii) Details of the minimum and/or
maximum amount of the [Not applicable/give details]
application:




129
(viii) Details of the method and time
limits for paying up and delivering [Not applicable/give details]
the Notes:
(ix) Manner in and date on which
results of the offer are to be made [Not applicable/give details]
public:
(x) Procedure for exercise of any right
of pre-emption, negotiability of
subscription rights and treatment
of subscription rights not [Not applicable/give details]
exercised:
(xi) Various categories of potential
investors to which the Notes are [Not applicable/give details]
offered. Whether tranche(s) have
been reserved for [certain
countries/Non-Exempt Offer
Jurisdiction(s)]:
(xii) Process for notifying to applicants
of the amount allotted and an
indication whether dealing may
[Not applicable/give details]
begin before notification is made:
(xiii) Amount of any expenses and taxes
charged to the subscriber or [Not applicable/give details]
purchaser:
(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 [Not applicable / Applicable with respect to any
Period: Authorised Offeror specified below]
(xv) Authorised Offeror(s) in the Non-
Exempt Offer Jurisdiction(s) [Not applicable / Name(s) and address(es) of the financial
where the offer takes place: 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 34 and 35] 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
placers in the Non-Exempt Offer
Jurisdiction(s) where the Non-
Exempt Offer takes place: [●]
3. RATINGS AND EURO EQUIVALENT
Ratings: [Not applicable]/




130
[Applicable:
The Notes [are expected to be]/[have been] rated [AA-] by
S&P [and/or] [Aa3] by Moody's [and/or] [AA (high)] by
DBRS].
[S&P: [●]]
[Moody's: [●]]
[DBRS: [●]]
[Other: [●]]
Each of S&P, Moody's, DBRS [and] [●] is established in
the European Union and 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"). [[Each of] [S&P]
[and/,] [Moody's] [and/,] [DBRS] [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).]
[[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 S&P's rating system,
an obligation rated AA differs from the highest-rated
obligations only to a small degree and the obligor's
capacity to meet its financial commitments on the
obligation is very strong. According to Moody's rating
system, obligations rated Aa are judged to be of high
quality and are subject to very low credit risk and the
modifier 3 indicates a ranking in the lower end of that
generic rating category. According to DBRS' rating
system, obligations rated AA are judged to be of superior
credit quality, the capacity for the payment of financial
obligations is considered high, credit quality differs from
AAA only to a small degree and unlikely to be significantly
vulnerable to future events and subcategory (high)
indicates that the rating is the highest of the category".)]




131
(The above disclosure should reflect the rating allocated
to Notes of the type being issued under the Programme
generally or, where the issue has been specifically rated,
that rating.)
Euro equivalent: [Not applicable/Euro [●]] (Only applicable for Notes not
denominated in Euro). The aggregate principal amount of
Notes issued has been converted into Euro at the rate of
[●], producing a sum of: [●]
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]
with [a] certificate[s] 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/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 the section entitled ["Subscription and Sale"] of the Base Prospectus [and save for
any fees of [insert relevant fee disclosure] payable to the Managers in connection with the [issue/offer]
of the Notes,] so far as the Issuer is aware, no person involved in the [issue/offer] of the Notes has an
interest material to the [issue/offer]."]/[●]
[(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. [FIXED RATE NOTES 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.]
8. [FLOATING RATE NOTES 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 Notes will be calculated by reference to [CMS
Rate/EURIBOR/€STR/SARON/SOFR/SONIA/TEC10] rates which is provided by [●]. [As at [●], [●]




132
[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.]]
9. [Inflation Linked Notes only – PERFORMANCE OF INDEX AND OTHER INFORMATION
CONCERNING THE UNDERLYING44
(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].
10. 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 Notes constitute
"[Green/Social/Sustainability] Notes" 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 under 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] Notes] 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: [●]
(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".)

44
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, applies.




133
11. 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 name and address)]
(iv) Indication of the overall amount of
the underwriting commission and
of the placing commission: [[●] per cent. of the Aggregate Nominal Amount 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 Notes in Singapore, delete this
paragraph)
(If the Notes 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 Notes 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) U.S. selling restrictions: [Reg S Compliance Category 1; TEFRA C/TEFRA
D/TEFRA not applicable]
(vii) Prohibition of sales to EEA retail
investors: [Not applicable/Applicable]
(If the Notes clearly do not constitute "packaged"
products or the Notes do constitute "packaged" products
and a key information document will be prepared in the
EEA, "Not applicable" should be specified. If the Notes
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




134
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 Notes clearly do not constitute "packaged"
products or the Notes do constitute "packaged" products
and a key information document will be prepared in the
UK, "Not applicable" should be specified. If the Notes
may constitute "packaged" products and no key
information document will be prepared, "Applicable"
should be specified.)
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 Notes to be admitted to
trading are already admitted to trading: [●]
[Information on taxes on the income from the
Notes 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) Any clearing system(s) other than
Euroclear France, Euroclear and
Clearstream and the relevant
identification number(s): [Not applicable/ [●] (give name(s) and number(s)][and
addresses])]




135
(vi) Delivery: Delivery [against/free of] payment
(vii) Name and address of the
Calculation Agent: [●]
(viii) 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] / [●]
(ix) Names and addresses of additional
Paying Agent(s) (if any): [●]
(x) 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)]




136
[ANNEX ISSUE SPECIFIC SUMMARY]

[insert the issue specific summary]




137
FORM OF FINAL TERMS 2

FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A
DENOMINATION OF AT LEAST €100,000 TO BE ADMITTED TO TRADING ON A REGULATED
MARKET AND ISSUES OF NOTES 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 Notes 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
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes 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 Notes 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 Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
[45MiFID 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 Notes, 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 Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
[Consider any negative target market46] Any person subsequently offering, selling or recommending the Notes
(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 Notes
(by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate
distribution channels.]47




45
Legend to be included following completion of the target market assessment in respect of the Notes, taking into account the five (5) categories
referred to in item 19 of the Guidelines published by ESMA on 3 August 2023.
46
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 Notes 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]."
47
Legend to be included if the Notes are not intended to be sold to retail clients.




138
[48UK 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 Notes has led to the conclusion that: (i) the target market for the Notes 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 Notes to eligible counterparties and professional clients
are appropriate. [Consider any negative target market]49. Any person subsequently offering, selling or recommending
the Notes (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 Notes (by either adopting or refining the
manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.] 50
[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 Notes 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).]51




48
The legend may not be necessary if the managers in relation to the Notes 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.
49
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 Notes 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]."
50
Legends to be included if the Notes are not intended to be sold to retail clients.
51
For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of
the SFA prior to the launch of the offer.




139
Final Terms dated [●]




Sfil

Legal entity identifier (LEI): 549300HFEHJOXGE4ZE63

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
(the "Notes")
[to be assimilated (assimilées) and form a single series with the existing issue of [Aggregate Nominal Amount
of Tranche] [Title of Notes] (the "Existing Notes")]
under the
€20,000,000,000 Euro Medium Term Note Programme
of Sfil

SERIES NO.: [●]
TRANCHE NO.: [●]
Issue Price: [●] per cent.

[Name(s) of Manager(s)]


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 25-205 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") relating to the Notes 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] 52 [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 (www.sfil.fr) in accordance with
applicable laws and regulations. [In addition53, the Base Prospectus [and these Final Terms] [is/are] available for
viewing [on [●]/at] [●].]
[The following alternative language applies if the first tranche of an issue which is being increased was issued under
a Base Prospectus 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 [2016/2017/2018/2019/2020/2021/2022/2023/2024/Additional 2024] EMTN
Conditions which are incorporated by reference in the base prospectus dated 10 June 2025 which received approval
number 25-205 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



52
If the Notes are admitted to trading on a Regulated Market.
53
If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.




140
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") relating to the Notes 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 Notes" which is replaced by
the [2016/2017/2018/2019/2020/2021/2022/2023/2024/ Additional 2024] EMTN Conditions). [A summary of the
issue of the Notes is annexed to these Final Terms.] The Base Prospectus [and these Final Terms] 54 [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
(www.sfil.fr) in accordance with applicable laws and regulations. [In addition55, the Base Prospectus [and these Final
Terms] [is/are] available for viewing [on [●]/at] [●].]
[Include whichever of the following apply or specify as "Not applicable" (N/A). Note that the numbering should
remain as set out below, even if "Not applicable" is indicated for individual paragraphs or sub-paragraphs. Italics
denote guidance for completing the Final Terms.]
1. Issuer: Sfil
2. (i) Series Number: [●]
(ii) Tranche Number: [●]
[(iii) Date on which the Notes become
fungible: The Notes 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 Notes") as from the Issue Date of this
Tranche.]
3. Specified Currency56: [●]
4. Aggregate Nominal Amount:


(i) Series: [●]
(ii) Tranche: [●]
5. Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus
accrued interest from [insert date] (in the case of fungible
issues only, if applicable)]
6. Specified Denomination: [●] (one denomination only for the Notes)57
7. (i) Issue Date: [●]
(ii) Interest Commencement Date: [●] [Specify/ Issue Date/Not applicable]
8. Maturity Date: [●] [Specify date or (for Floating Rate Notes) Interest
Payment Date falling in or nearest to the relevant month
and year]
9. Interest Basis/Rate of Interest: [[●] 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]

54
If the Notes are admitted to trading on a Regulated Market.
55
If the Notes are admitted to trading on a Regulated Market other than Euronext Paris.
56
Please note that with respect to any domestic issue settled from an Issuer account situated in France, payments relating to Notes shall be made
in euros (according to Article 1343-3 of the French Code civil).
57
Unless permitted by then current laws and regulations, Notes (including Notes 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).




141
[Zero Coupon]
[CPI Linked Interest]
[HICP Linked Interest]
(further particulars specified below)
10. Redemption/Payment Basis: 58
[Redemption at par]
[Inflation Linked Redemption]
11. Change of Interest or Redemption/Payment
Basis: [Applicable/Not applicable]
[Optional Change of Interest Date / Automatic Change
of Interest Date: [●]]
[Specify the date when any fixed to floating or floating to
fixed rate change occurs or refer to paragraphs 14 and
15 below and identify there/Not applicable]
12. Put/Call Options: [Issuer Call/Noteholder Put]/[Not applicable]
[(further particulars specified below)]
13. (i) Status of the Notes: Senior Preferred
(ii) Date of corporate authorisations for
the issuance of Notes obtained: Resolution of the Board of Directors (Conseil
d'administration) dated [●]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [In respect of Fixed/Floating Rate Notes: 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/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]

58
Unless permitted by then current laws and regulations, Notes (including Notes 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).




142
(vi) Determination Date(s): [●] 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]
(viii) Business Centre(s): [●]/[Not applicable]
15. Floating Rate Note Provisions [In respect of Fixed/Floating Rate Notes: 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)(iv)(D)
provides for a methodology to determine the successor
or alternative rate)
(i) Interest Period(s): [●]
(ii) Specified Interest Payment Dates: [●]
(iii) First 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): [●]
(vii) Manner in which the Rate(s) of
Interest is/are to be determined: [Screen Rate Determination/FBF Determination/ISDA
Determination]
(viii) Party responsible for calculating the
Rate(s) of Interest and Interest
Amount(s) (if not the Calculation
Agent): [[●] / Not applicable]

(ix) Screen Rate Determination (Condition
5(c)(iv)(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)
‒ Interest Determination
Date(s): [●] [[TARGET] Business Days in [specify city] for
[specify currency]] / [U.S. Government Securities
Business Days (if SOFR)] / [London Banking Days (if
SONIA)] / [Zurich Banking Days (if SARON)]] prior to




143
[the first day in each Interest Accrual Period/each
Interest Payment Date]
‒ 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 /
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: [Applicable/Not applicable] (If not applicable, delete the
remaining sub-paragraphs of this paragraph)




144
‒ 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 provisions by reference banks of offered
quotations for Euribor which, depending on market
circumstances, may not be available at the relevant time)
(xi) ISDA Determination: [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)(iv)(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]




145
‒ 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 the Condition 5(g)]/[[●] per cent.
per annum]59
(xiv) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum]
(xv) Day Count Fraction: [Actual/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]
16. Zero Coupon Note Provisions [Applicable / Not applicable]
(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
(i) Amortisation Yield
(Condition 6(f)(i)):
[●] per cent. per annum
(ii) Day Count Fraction (Condition 5(a)): [Actual/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]



59
[In no event shall the amount of interest payable be less than zero.]




146
17. Inflation Linked Notes: [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):
(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/365 – FBF / Actual/365 / Actual/Actual-ICMA /
Actual/Actual-FBF / Actual/365 (Fixed) / Actual/360 /
30/360 / 30/360-FBF / 30E/360 / 30E/360 (ISDA) /
30E/360-FBF]
(ix) Business Centre(s): [●] (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 the Condition 5(g)]/[[●] per cent.
per annum]60
(xi) Maximum Rate of Interest: [Not applicable]/[●] per cent. per annum
PROVISIONS RELATING TO REDEMPTION
18. Issuer 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
Note: 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: [[●] per Specified Denomination] / [Not applicable]
(b) Maximum Redemption
Amount: [[●] per Specified Denomination] / [Not applicable]
(iv) Notice period (if other than as set out
in the Conditions): [●] / [As per the Conditions]
19. Noteholder Put Option [Applicable/Not applicable]
(If not applicable, delete the remaining sub-paragraphs
of this paragraph)
(i) Optional Redemption Date(s): [●]


60
[In no event shall the amount of interest payable be less than zero.]




147
(ii) Optional Redemption Amount of each
Note: As per the Conditions
(iii) Notice period: [●]
20. Final Redemption Amount of each Note: [[●] per Note of [[●] Specified Denomination/As
provided below for Inflation Linked Notes, as the case
may be]
Inflation Linked Notes – Provisions relating to
the Final Redemption Amount
(Condition 6(e)): [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 Notes: [Condition 6(e) 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
Rate of Interest and/or Interest
Amount(s) (if not the Calculation
Agent): [[●] / Not applicable]
21. Early Redemption Amount
Early Redemption Amount(s) payable on
redemption for taxation reasons, illegality or on
event of default: [●] / [As provided below for Inflation Linked Notes, as
the case may be]
Inflation Linked Notes – Provisions relating 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 Notes: [Condition 6(f)(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
Rate of Interest and/or Interest
Amount(s) (if not the Calculation
Agent): [[●] / Not applicable]


GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. (i) Form of Notes: [Bearer form (au porteur) / Registered form (au
nominatif)]
(ii) Registration Agent: [Not applicable/Applicable (if applicable please give
name and details)]




148
(Note that a Registration Agent must be appointed in
relation to Registered Notes only)
23. [Exclusion of the possibility to request
identification of the holders of the Notes as
provided by Condition 1(a): Applicable]
24. (i) Financial Centre(s) or other special
provisions relating to payments dates: [Not applicable/T2/give details] (Note that this
paragraph relates to the date and place of payment, and
not interest period end dates, to which sub-paragraphs
15(vi) and 17(ix) relate)
(ii) Adjusted Payment Date
(Condition 7(d)): [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]/[Other*] / [As per Condition 7(d)]
25. Redenomination provisions: [Not applicable/The provisions [in Condition 1(d)]
apply]
26. Consolidation provisions: [Not applicable/The provisions [in Condition 12(b)]
apply]
27. Masse (Condition 11): 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 Notes are held by a sole Noteholder, insert the
wording below:
As long as the Notes are held by a sole Noteholder, and
unless a Representative has been appointed in relation to
such Series, such Noteholder 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 Notes are
held by several Noteholders.]
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue [and] [admission to trading on the regulated market of
Euronext Paris of the Notes described herein] pursuant to the Euro 20,000,000,000 Euro Medium Term Notes
Programme of the Issuer.
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, and 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

By:


*
In the market practice, if any date for payment in respect of Fixed Rate Notes is not a business day, the holder shall not be entitled to payment
until the next following business day (as defined in Condition 7(d)).
*
To be added only where information provided by third parties is added to the Final Terms.




149
Duly authorised




150
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing(s): [[Specify relevant regulated market] /none]
(ii) Admission to trading: [Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on [specify
relevant regulated market and also any third country
market, SME Growth Market or MTF] with effect from
[●].] / [Application is expected to be made by the Issuer
(or on its behalf) for the Notes to be admitted to trading
on [specify relevant regulated market] with effect from
[●].] / [The Existing Notes are already admitted to
trading on the regulated market of specify relevant
regulated market and also any third country market,
SME Growth Market or MTF] / [Not applicable]
(Where documenting a fungible issue need to indicate
that original securities are already admitted to trading.)
(iii) Estimate of total expenses related to
admission to trading: [●]
2. RATINGS AND EURO EQUIVALENT
Ratings: [Not applicable]/
[Applicable:
The Notes [are expected to be]/[have been] rated [AA-]
by S&P [and/or] [Aa3] by Moody's [and/or] [AA (high)]
by DBRS].
[S&P: [●]]
[Moody's: [●]]
[DBRS: [●]]
[Other: [●]]
Each of S&P, Moody's, DBRS [and] [●] is established in
the European Union and 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"). [[Each
of] [S&P] [and/,] [Moody's] [and/,] [DBRS] [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).]
[[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




151
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 S&P's rating
system, an obligation rated AA differs from the highest-
rated obligations only to a small degree and the obligor's
capacity to meet its financial commitments on the
obligation is very strong. According to Moody's rating
system, obligations rated Aa are judged to be of high
quality and are subject to very low credit risk and the
modifier 3 indicates a ranking in the lower end of that
generic rating category. According to DBRS' rating
system, obligations rated AA are judged to be of superior
credit quality, the capacity for the payment of financial
obligations is considered high, credit quality differs from
AAA only to a small degree and unlikely to be
significantly vulnerable to future events and subcategory
(high) indicates that the rating is the highest of the
category".)]
(The above disclosure should reflect the rating allocated
to Notes of the type being issued under the Programme
generally or, where the issue has been specifically rated,
that rating.)
Euro equivalent: [Not applicable/Euro [●]] (Only applicable for Notes not
denominated in Euro). The aggregate principal amount
of Notes issued has been converted into Euro at the rate
of [●], producing a sum of: [●]
3. [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] with
[a] certificate[s] of approval attesting that the Base Prospectus has been drawn up in accordance with the
Prospectus Regulation.]

4. [OTHER ADVISORS

If advisors are mentioned in these Final Terms, specify the capacity in which the advisors have acted.]
5. 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 the section entitled ["Subscription and Sale"] of the Base Prospectus [and save for
any fees of [insert relevant fee disclosure] payable to the Managers in connection with the issue of the
Notes,] so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to
the issue."]/[●]
[(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.)]




152
6. [FIXED RATE NOTES 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.]
7. [FLOATING RATE NOTES ONLY –BENCHMARK
[Amounts payable under the Notes will be calculated by reference to [CMS Rate/EURIBOR/€STR/
SARON/SOFR/SONIA/TEC10] 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.]]
8. [Inflation Linked Notes 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].
9. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i) Reasons for the offer: [●]*/[The net proceeds will be used for the Issuer's
general corporate purposes]/[The Notes constitute
"[Green/Social/Sustainability] Notes" 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 under 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] Notes] / [Eligible Health
Loan Portfolio as defined under 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.)]




153
(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.)
10. DISTRIBUTION
(i) Method of distribution: [Syndicated/Non-syndicated]
(ii) If syndicated: [●]
(A) Names of Managers: [Not applicable/give name]
(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 Notes in Singapore, delete this
paragraph)
(If the Notes 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 Notes 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) U.S. selling restrictions: [Reg S Compliance Category 1; TEFRA C/TEFRA
D/TEFRA not applicable]
11. [DERIVATIVES ONLY – OTHER
Date of underwriting agreement: [●]
Name and address of Calculation Agent: [●]
Other markets on which securities of the same
class of the Notes to be admitted to trading are
[●]
already admitted to trading:
[Information on taxes on the income from the
Notes withheld at source in the country where
admission to trading (other than in France) is
sought: [●]]
12. 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)




154
(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) Any clearing system(s) other than
Euroclear France, Euroclear and
Clearstream and the relevant
identification number(s): [Not applicable/give name(s) and number(s)]
(vi) Delivery: Delivery [against/free of] payment
(vii) Name and address of the Calculation
Agent: [●]
(viii) 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] / [●]
(ix) Names and addresses of additional
Paying Agent(s) (if any): [●]
(x) 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 [Not applicable/give names(s), address(es) and
description]
the main terms of their commitment:




155
GENERAL INFORMATION

1. AMF approval, admission to trading and non-exempt offer
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 25-205 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 Notes that are the subject of this Base Prospectus and
investors should make their own assessment as to the suitability of investing in the Notes.
Application may be made for the Notes 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 Notes on a Regulated Market and/or the
offer to the public of Notes 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 Notes. 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.
2. Corporate authorisations
The Issuer has obtained all necessary corporate and other consents, approvals and authorisations in France in
connection with the update of the Programme.
Under French law, any drawdown of Notes under the Programme, to the extent that such Notes constitute
obligations, requires the prior authorisation of the Board of Directors (conseil d'administration) of the Issuer
which may delegate its powers to an authorised officer.
For this purpose, on 20 March 2025, the Board of Directors (Conseil d'administration) of the Issuer (i)
authorised for a period of one year from 20 March 2025 the issue of notes and assimilated debt securities
(obligations et titres assimilés) up to €5,000,000,000 per financial year and (ii) delegated, the power to issue
such notes and assimilated debt securities (obligations et titres assimilés) (x) to Mr. Philippe Mills, Directeur
Général of the Issuer, to Mr. Francois Laugier, Directeur Général Adjoint of the Issuer and to Mr. Florent
Lecinq, Directeur finance et marchés financiers of the Issuer and (y) up to €1,500,000,000 per issue, to Mr.
Olivier Eudes, Directeur ALM et marchés financiers of the Issuer, each with the capacity to act separately.
3. Issuer's LEI
The LEI of the Issuer is 549300HFEHJOXGE4ZE63.
4. Clearing
Notes will be accepted for clearance through the Euroclear France, Euroclear and Clearstream systems which
are entities in charge of keeping the records. The Common Code, the International Securities Identification
Number (ISIN) and, as the case may be, the Financial Instrument Short Name (FISN) Code and/or the
Classification of Financial Instruments (CFI) Code and (where applicable) the identification number for any
other relevant clearing system for each Series of Notes will be set out in the relevant Final Terms.
The Notes will be inscribed in the books of Euroclear France (acting as central depositary). The Notes which
are in registered form (au nominatif) will be 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, 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.




156
5. 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).
6. No material adverse change
There has been no material adverse change in the prospects of the Issuer since the date of its last financial
period for which financial information has been published and audited.
7. Litigation
Except as disclosed in the paragraph entitled "6. LEGAL AND ARBITRATION PROCEEDINGS" of the
"Description of the Issuer" section on [pages 102 and 103] of this Base Prospectus, neither the Issuer nor any
member of the Sfil Group is or has been involved in any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which the Issuer is aware), during the
period of twelve (12) months immediately preceding the date of this Base Prospectus which may have, or
have had in the recent past, significant effects on the Issuer and/or the Sfil Group's financial position or
profitability.
8. Issuer's website
The website of the Issuer is www.sfil.fr. The information 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
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 Noteholders in respect of the Notes.
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 Notes 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 (www.sfil.fr) in accordance with applicable laws and regulations:
(i) the up to date by-laws (statuts) of the Issuer;
(ii) any document containing information (including any future financial information) incorporated by
reference in this Base Prospectus; and
(iii) 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 Notes 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. 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 audited consolidated and non-consolidated 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).
12. Rating
The long term senior debt of the Issuer has been assigned a rating of AA- with a negative outlook by S&P
Global Ratings Europe Limited ("S&P"), Aa3 with a stable outlook by Moody's France SAS ("Moody's")
and AA (high) with a negative outlook by DBRS Ratings GmbH ("DBRS"). Notes issued under the




157
Programme may be unrated or rated differently from the current ratings of the Issuer or of its long term senior
debt. The rating (if any) of Notes to be issued under the Programme will be specified in the applicable Final
Terms.
Each of S&P, Moody's and DBRS is established in the European Union and is registered under the CRA
Regulation. Each of S&P, Moody's and DBRS is included in 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) in accordance with the CRA
Regulation as of the date of this Base Prospectus.
13. Yield
In relation to any Tranche of Fixed Rate Notes, an indication of the yield in respect of such Notes will be
specified in the applicable Final Terms. The yield is calculated at the Issue Date of the Notes 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 Notes and will not be an indication of future yield.
14. 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 the Prospectus Regulation.
15. Stabilisation Manager
In connection with the issue of any Tranche (as defined in section intituled "Terms and Conditions of the
Notes – Form, Denomination, Title and Redenomination"), the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the "Stabilisation Manager(s)") (or persons acting on behalf of any Stabilisation
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes 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 final 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 must be conducted by the relevant Stabilisation Manager(s) (or person(s)
acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
16. Third Party Information
Certain information contained in this Base Prospectus and/or documents incorporated herein by reference has
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
17. Currencies
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "€", "Euro",
"EUR" or "euro" are to the single currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended, references to
"£", "pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references to
"$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America and references to
"CHF" and "Swiss Francs" are to the lawful currency of Switzerland.




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18. Benchmarks
Amounts payable under the Notes 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 Notes 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 this Base Prospectus or the relevant
Final Terms to reflect any change in the registration status of the administrator.
19. Taxation
Payments of interest on the Notes, or profits realised by a Noteholder upon the disposal or repayment of the
Notes, may be subject to taxation in its home jurisdiction or in other jurisdictions in which it is required to
pay taxes.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Notes
are transferred or other jurisdictions, including the jurisdiction of the investor and the Issuer's jurisdiction of
incorporation, or in accordance with any applicable double tax treaty, which may have an impact on the
income received from the Notes. In some jurisdictions, no official statements of the tax authorities or court
decisions may be available for financial instruments such as the Notes. Potential investors are advised to ask
for their own tax adviser's advice on their individual taxation with respect to the subscription, acquisition,
holding, disposal and redemption of the Notes. Only these advisors are in a position to duly consider the
specific situation of the potential investor.




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PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS

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.


Sfil
112-114 avenue Emile Zola, 75015 Paris
France
Represented by

Florent Lecinq, Directeur finance et marchés financiers
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 Notes described in this Base
Prospectus. Investors should make their own assessment of the opportunity to invest in such Notes.
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: 25-205.




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Issuer
Sfil
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 Deutsche Bank Aktiengesellschaft
Bank Mainzer Landstr. 11-17
12, place des Etats-Unis 60329 Frankfurt am Main
CS 70052 Germany
92547 Montrouge Cedex
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-Wurttemberg Morgan Stanley Europe SE
Am Hauptbahnhof 2 Grosse Gallusstrasse 18
D-70173 Stuttgart 60312 Frankfurt-am-Main
Germany Germany

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




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

UniCredit Bank GmbH
Arabellastr. 12
81925 Munich
Germany

Fiscal Agent, Paying Agent,
Redenomination Agent, Consolidation Agent
and Calculation Agent
Banque Internationale à Luxembourg, société anonyme
69, route d'Esch
L-2953 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




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