Formulario del Registro Único Tributario

1. Listing and admission to trading

Application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme during a period of twelve (12) months from the date of this Base Prospectus to be listed and admitted to trading on the Luxembourg Stock Exchange's Regulated Market and to be listed on the Official List of the Luxembourg Stock Exchange.

2. Corporate authorisations

No specific corporate authorisations are required by the Issuer under French law for the establishment, the increase or the update of the Programme.

Any drawdown of Notes under the Programme, to the extent that such Notes constitute obligations, requires a decision of the Board of Directors (Conseil d’administration) of the Issuer pursuant to Article L. 228-40 of the French Code de Commerce which may delegate its authority to any person. Any drawdown of Notes, to the extent that such Notes do not constitute obligations, falls within the general powers of the Président of the Conseil d’administration or a directeur général of the Issuer. 3. No significant change in the financial or trading position of the Issuer

Save as disclosed in this Base Prospectus under the section “Recent Events” in the paragraph “Preference shares” on page 58, there has been no significant change in the consolidated financial or trading position of the Issuer or any of its subsidiaries which is material in the context of the Programme or the issue and offering of the Notes thereunder since 31 December 2012.

4. Material adverse change in the prospects of the Issuer

There has been no material adverse change in the prospects of the Issuer or of the Group since 31 December 2012.

5. Legal and arbitration proceedings

Neither the Issuer nor any of its subsidiaries is or has been involved in any governmental, legal or arbitration proceedings which may have or have had, during the period of twelve (12) months preceding the date of this Base Prospectus, significant effects on the financial position or profitability of the Issuer or the Group, nor so far as the Issuer is aware are any such governmental, legal or arbitration proceedings pending or threatened.

6. Material contracts

Save as disclosed in pages 53 and 54 of this Base Prospectus, the Issuer has not entered into any contracts outside the ordinary course of the Issuer’s business, which could result in the Issuer or any member of the Group being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to the holders of any Notes.

7. Definitive Materialised Note

Each Definitive Materialised Note, Coupon and Talon will bear the following legend: "Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code .

8. Clearing systems

Application may be made for Notes to be accepted for clearance through Euroclear France (66, rue de la Victoire, 75009 Paris, France) and/or Euroclear (boulevard du Roi Albert II, 1210 Brussels,

Belgium) and Clearstream, Luxembourg (42 avenue JF Kennedy, 1855 Luxembourg, Luxembourg). The appropriate Common Code and the International Securities Identification Number (ISIN) 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 address of any alternative clearing system will be specified in the applicable Final Terms.

9. Yield

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

10. Documents on display

For so long as Notes are outstanding or may be issued pursuant to this Base Prospectus, the following documents will be available free of charge, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection, and, in the case of documents listed at (iv), (v) and (vi) below, for collection at the offices of the Fiscal Agent and the Paying Agent(s):

(i) the Agency Agreement (which includes the form of the Lettre Comptable, the Temporary Global Certificate, the Definitive Materialised Notes, the Coupons and the Talons);

(ii) the Dealer Agreement; (iii) the statuts of the Issuer;

(iv) the audited consolidated and non-consolidated accounts of the Issuer for the financial years ended 31 December 2011 and 2012;

(v) any Final Terms for Notes issued under the Programme that are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange or any other Stock Exchange; and

(vi) a copy of this Base Prospectus together with any Supplement to this Base Prospectus and/or any further Base Prospectus or prospectus.

Copies of this Base Prospectus, any supplement hereto, the documents incorporated by reference in this Base Prospectus and, in respect of Notes listed on the Official List of the Luxembourg Stock Exchange, the applicable Final Terms, shall also be available for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).

11. Statutory auditors

The current auditors of the Issuer are Cailliau-Dedouit et Associés, PricewaterhouseCoopers Audit and Ernst & Young Audit. The consolidated financial statements of the Issuer for the years ended 31 December 2011 and 31 December 2012 were audited by Cailliau-Dedouit et Associés, PricewaterhouseCoopers Audit and Ernst & Young Audit. The auditors carry out their duties in accordance with the principles of the Compagnie Nationale des Commissaires aux Comptes (CNCC). PricewaterhouseCoopers Audit and Ernst & Young Audit are members of the Compagnie Régionale des Commissaires aux comptes de Versailles. Cailliau-Dedouit et Associés is a member of the Compagnie Régionale des Commissaires aux comptes de Paris.

Registered Office of the Issuer LaSer Cofinoga 18, rue de Londres 75017 Paris France Telephone: +33 1 44 54 77 79 Arranger HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Dealers BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Natixis

30 avenue Pierre Mendès-France 75013 Paris

France

Luxembourg Listing Agent

BNP Paribas Securities Services, Luxembourg Branch 33 rue de Gasperich

L-5826 Hesperange Luxembourg

Fiscal Agent, Principal Paying Agent, Paris Paying Agent, Redenomination Agent, Consolidation Agent and Calculation Agent

BNP Paribas Securities Services Les Grands Moulins de Pantin

9, rue du Débarcadère 93500 Pantin

Statutory Auditors Cailliau-Dedouit et Associés

19, rue Clément Marot 75008 Paris

France

Ernst & Young Audit 11, allée de l’Arche 92037 Paris la Défense Cedex

France

PricewaterhouseCoopers Audit Crystal Park

63, rue de Villiers 92208 Neuilly sur Seine Cedex

France Legal Advisers

To the Issuer Allen & Overy LLP

52, avenue Hoche 75008 Paris

France

To the Dealers

Gide Loyrette Nouel A.A.R.P.I. 26, cours Albert 1er

75008 Paris France