LaSer Cofinoga Euro 12,000,000,000 Euro Medium Term Note Programme

Transcription

1 BASE PROSPECTUS dated 28 June 2013 LaSer Cofinoga Euro 12,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), LaSer Cofinoga ("LaSer Cofinoga" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes") as described herein. The Notes shall have any maturity, as agreed between the Issuer and the relevant Dealer(s) (as defined below). On or after the date of this Base Prospectus, the aggregate nominal amount of Notes outstanding will not at any time exceed Euro 12,000,000,000 (or its equivalent in other currencies at the date of issue). This Base Prospectus supersedes and replaces the Base Prospectus dated 28 May Application has been made to (i) the Commission de Surveillance du Secteur Financier in Luxembourg (the CSSF ) in its capacity as competent authority under the Loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended implementing the Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003, as amended by Directive 2010/73/EU of the European Parliament and of the Council dated 24 November 2010 (the "Prospectus Directive") in Luxembourg (the Luxembourg Law ) for approval of this Base Prospectus and (ii) the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. In the line with provisions of Article 7(7) of the Luxembourg Law, the CSSF assumes no responsibility as to the economic and financial soundness of any issue of Notes under the Programme and the quality or solvency of the Issuer. This Base Prospectus is published in accordance with Article 14 of the Prospectus Directive and Article 16 of the Luxembourg Law. The Luxembourg Stock Exchange s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (each such market being a Regulated Market ). The Programme provides that Notes may be admitted to trading on the Luxembourg Stock Exchange s Regulated Market and listed on the Official List of the Luxembourg Stock Exchange and/or may be listed on such other or further Regulated Market(s) or stock exchange(s) (together with any Regulated Market, a "Stock Exchange") as may be agreed between the Issuer and the relevant Dealer(s), and may also be unlisted. The relevant Final Terms (as defined on page 2 below) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading on the Luxembourg Stock Exchange s Regulated Market and listed on the Official List of the Luxembourg Stock Exchange or on any other Stock Exchange. Notes issued under the Programme will be governed by French law and may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein. Dematerialised Notes will at all times be in book entry form in compliance with Article L et seq. of the French Code monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes may, at the option of the Issuer, be (i) 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 "Terms and Conditions of the Notes - Form, Denomination(s), Title, Redenomination and Method of Issue") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or (ii) in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (au nominatif pur), in which case they will be inscribed with the registration agent (designated in the relevant Final Terms) for 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. Materialised Notes will be in bearer form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest or talons attached (the "Definitive Materialised Notes"), on or after a date expected to be on or about the fortieth (40 th ) day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non-u.s. beneficial ownership as more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined under "General Description of the Programme" below) intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary for Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer(s). Notes issued under the Programme may, or may not, be rated. The rating of the Notes (if any) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EU) No 1060/2009 as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"), it will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency and included in the list of registered credit rating agencies published by the European Seucurities and Markets Authority on its website ( in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency without notice. Prospective investors should have regard to the risk factors described in the section headed "Risk Factors" in this Base Prospectus. ARRANGER HSBC DEALERS BNP PARIBAS HSBC NATIXIS

2 2. This Base Prospectus (together with any supplements to this Base Prospectus published from time to time (each, a "Supplement" and together, the "Supplements")) which contains or incorporates by reference all relevant information concerning the Issuer and the Group as well as the base terms and conditions of the Notes to be issued under the Programme, constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. In relation to each Tranche of Notes (as defined in "Condition 1(e) of the Terms and Conditions of the Notes" See "Form, Denomination(s), Title, Redenomination and Method of Issue"), the final offer price and the amount of such Notes will be determined by the Issuer and the relevant Dealer(s) in accordance with prevailing market conditions at the time of their issue and will be set out in the related final terms, substantially in the form of the pro forma Final Terms set out in this Base Prospectus (the "Final Terms"). This Base Prospectus (together with all Supplements thereto from time to time) may only be used for the purposes for which it has been published. This Base Prospectus should be read and construed in conjunction with any Supplement that may be published from time to time and with all documents incorporated by reference (see "Documents incorporated by Reference" below) and, in relation to any Series (as defined herein) of Notes, with the relevant Final Terms. No person is or 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, the Arranger or any of the Dealers (each as defined in "General Description of the Programme"). 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 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 position of the Issuer or the 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 the offering or sale of the Notes in certain jurisdictions may be restricted by law. The Issuer, the Arranger and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arranger or the Dealers which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes comes are required by the Issuer, the Dealers and the Arranger to inform themselves about, and to observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. The Notes have not been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and the Notes may include Materialised Notes in bearer form that are subject to U.S. Federal income tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of Materialised Notes in bearer form, delivered within the United States or to, or for the account or benefit of, U.S persons as defined in Regulation S under the Securities Act ("Regulation S") or, in the case of certain Materialised Notes in bearer form, the U.S. Internal Revenue Code of 1986 and regulations thereunder. The Notes are being offered and sold outside the United States of America to non-u.s. Persons in reliance on Regulation S. For a description of these and certain other restrictions on offers, sales and transfers of Notes and on distribution of this Base Prospectus, see "Subscription and Sale". This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Arranger or the Dealers to subscribe for, or purchase, any Notes.

3 3. None of the Issuer, the Arranger or the Dealers makes any representation to any prospective investor in the Notes regarding the legality of its investment under any applicable laws. Any prospective investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time. The Arranger and the Dealers have not separately verified the information contained or incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information contained or incorporated by reference in this Base Prospectus. Neither this Base Prospectus nor any other information supplied in connection with the Programme (including any information incorporated by reference) is intended to provide the basis of any credit or other evaluation and should not 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 information supplied in connection with the Programme (including any information incorporated by reference) should purchase the Notes. Each prospective 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. Neither the Arranger nor any of the Dealers undertakes to review the financial condition or affairs of the Issuer or the Group 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 Dealers or the Arranger. In connection with the issue of any Tranche the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising 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, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. 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 be ended at any time, but it must end no later than the earlier of thirty (30) days after the issue date of the relevant Tranche and sixty (60) days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules. In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to " ", "EUR", "euro" or "Euro" are to the single currency of the participating member states of the European Economic and Monetary Union, references to "USD" and "U.S. dollars" are to the lawful currency of the United States of America, references to " ", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references to "Y", "JPY", "Japanese Yen" and "Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss francs" are to the lawful currency of Switzerland. In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in such table are due to rounding.

4 4. TABLE OF CONTENTS page RISK FACTORS... 5 PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS DOCUMENTS INCORPORATED BY REFERENCE CROSS REFERENCE TABLE OF INFORMATION INCORPORATED BY REFERENCE SUPPLEMENT TO THE BASE PROSPECTUS GENERAL DESCRIPTION OF THE PROGRAMME TERMS AND CONDITIONS OF THE NOTES TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES USE OF PROCEEDS DESCRIPTION OF LASER COFINOGA TAXATION SUBSCRIPTION AND SALE FORM OF FINAL TERMS GENERAL INFORMATION... 82

5 5. RISK FACTORS The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme. However, the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Investors shall be aware that the list of risks set out below is not intended to be exhaustive and that other risks and uncertainties which, on the date of this Base Prospectus, are not known of by the Issuer, or are currently considered not to be relevant, may have a significant impact on the Issuer, the Group, its activities, its financial condition and the Notes. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus 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. The Issuer considers that the Notes shall only be purchased by investors which are (or are advised by) financial institutions or other professional investors who have sufficient knowledge and experience to appropriately evaluate the risks associated with the Notes. Words and expressions defined elsewhere in this Base Prospectus shall have the same meanings when used below. FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE NOTES ISSUED UNDER THE PROGRAMME The Issuer believes that each of the following factors may affect its ability to fulfil its obligations under the Notes issued under the Programme. The inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons which may not be considered significant risks by the Issuer, based on information currently available to it, or which it may not currently be able to anticipate. Many 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. Adverse market or economic conditions and increased regulatory requirements may cause a decrease in the net revenues, profitability and financial position of LaSer Cofinoga LaSer Cofinoga s businesses are sensitive to changes in the financial markets and more generally to economic conditions in France, Europe and the rest of the world. Over the course of 2012, the intensification of the sovereign debt crisis and the deterioration of global economic conditions profoundly impacted the economic environment in which the Issuer operates. Despite institutional progress made at the European level, the persistence of the difficult economic situation can lead to major disruptions both in terms of credit and market volatility. In addition to the European sovereign debt crisis that dominated 2012, the financial markets were also adversely affected by other significant events, often of a political nature, such as the presidential elections in the US and France, as well as the formation of new governments in China and Japan, the downgrade of Spain s credit rating and the debates surrounding the US fiscal cliff. Given the uncertainty of the global economic outlook for the short and medium term, further widespread economic deterioration in Europe, especially in France, could also have negative repercussions on the Issuer. In the event of a strong global economic recovery and runaway inflation, or of a specific political event, central banks could decide at any time, with or without prior consultation, to change their monetary policy and adjust their liquidity policy, which could cause liquidity to suddenly dry up in these markets and in the economy at large. Against this backdrop, such developments could have a negative impact on the environment in which financial institutions operate and, as a result, have an adverse impact on the Issuer s financial position and results. Governments have responded to the financial crisis by adopting, or are currently in the process of submitting to Parliament, a certain number of regulatory measures implementing major changes to the existing framework (Basel 3 (CRD4), European market infrastructures (EMIR), MiFID 2 etc.). The analysis and interpretation of these measures, which arise from diverse sources, may generate new pressures for the Issuer in its efforts to comply with all of the new regulations.

6 6. The scale and impact of these measures (in particular those still being examined or not yet finalized) on the situation of financial markets in general, and LaSer Cofinoga in particular, are still difficult to precisely determine at this point. In addition, a certain number of exceptional measures taken by governments (support measures), central banks and regulators to remedy the financial crisis, stabilize the financial markets and support financial institutions have recently been, or soon could be, suspended or stopped, which given the uncertainty regarding growth could have an adverse impact on the business conditions of financial institutions. Unforeseen events can interrupt the Issuer s operations and cause substantial losses and additional costs Unforeseen events like severe natural catastrophes, terrorist attacks or other states of emergency can lead to an abrupt interruption of the Issuer s operations, which can cause substantial losses. Such losses can relate to property, financial assets, trading positions and to key employees. Such unforeseen events can also lead to additional costs (such as relocation of employees affected) and increase the Issuer s costs (such as insurance premiums). Such events may also make insurance coverage for certain risks unavailable and thus increase the Issuer s risk. FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS Three main categories of risks are inherent to the Issuer s activities: Credit Risk; Operational Risks; and Market and liquidity Risks. Credit Risk Credit risk is the risk of financial loss relating to the failure of an obligor to honour its contractual obligations. Credit risk arises in lending activities and also in various other activities where the Issuer is exposed to the risk of counterparty default, such as its trading and capital markets activities. Counterparty limits are set and monitored in order to provide a secure framework for interest-rate hedging and ongoing cash-flow management while minimising dealings with counterparties with a higher likelihood of defaulting on their commitments. Counterparties are selected exclusively from amongst the highest-rated banking signatories. Maximum amounts and periods are determined for each counterparty based on its rating and an analysis of its financial position. These limits are then reviewed periodically, and all decisions with respect to renewals or amendments are subject to the approval of LaSer Cofinoga's Board of Directors. Despite these measures, credit risk may affect the Issuer s ability to pay interest or principal under the Notes. Operational Risk Operational risk corresponds to the risk of losses due to inadequate or failed internal processes, or due to external events, whether deliberate, accidental or natural occurrences. Internal processes include, but are not limited to, human resources and information systems. External events include floods, fires, earthquakes or terrorist attacks. Operational risk management includes: - A dedicated and independent function and a network to cover the consolidated activities of LaSer Cofinoga;

7 7. - A risk governance at the group level with monthly internal control committees addressing operational and risk of all internal control issues; - A system of measurement and analysis of actual and potential risks; - Regular reporting to managers; and - Action plans to reduce the risks assessed and recognized. Despite these measures, operational risk may affect the Issuer s ability to pay interest or principal under the Notes. Market and Liquidity Risk Market risk is the risk related to earnings, which arises primarily from adverse movements of trading and non-trading market parameters. Trading market parameters include, but are not limited to, foreign exchange rates, bond prices, security and commodity prices, derivatives prices and prices of other marketable assets such as real estate or cars. Trading market parameters also include derivations of the items previously mentioned, such as interest rates, credit spreads, implied volatility or implied correlation. Non-trading market parameters include parameters based on assumptions or on statistical analysis, such as models and statistical correlation, respectively. Neither equity interest investments in subsidiaries outside of the euro zone nor their results are subject to hedging operations. Market risk arises in trading portfolios and in non-trading portfolios. In non-trading portfolios, it encompasses: - The risk associated with asset and liability management, which is the risk to earnings arising from asset and liability mismatches in the banking book or in the insurance business. This risk is driven primarily by interest rate risk. - The risk associated with investment activities, which is directly connected to changes in the value of invested assets within equity portfolios. - The risk associated with certain other activities, such as real estate or car leasing, which is indirectly affected by changes in the value of negotiable assets held during the normal course of business. Liquidity risk, which is also referred to as funding risk, is the inability of the Issuer to meet its obligations at an acceptable cost in a given currency and location. Liquidity is also an important component of market risk. In instances of little or no liquidity, a market instrument or transferable asset may not be negotiable at its estimated value. A lack of liquidity can arise due to a lack of volume, legal restrictions or a one-way market. Monthly forecasts in regards to financing requirements are calculated over a rolling three-year period and set out the short and long-term requirements of each entity receiving financing within LaSer Cofinoga's consolidation scope. This enables the planning and implementation of new bond and bank financing arrangements. fixed-rate outputs: resources allocated are transformed or capped at fixed rates. Hedge operations in this regard follow the amortisation curve for outputs through the end of their lifespan. adjustable-rate outputs: resources allocated are transformed at a fixed rate over minimum three-month rolling period for an amount corresponding to the forecast outputs for the period.

8 8. After three months, variable-rate resources can be transformed or capped at fixed rates subject to limitations for application of outputs in the balance sheet on the date of review. Hedging risk. If any of the variety of instruments and strategies that the Issuer uses to hedge its exposure to various types of risk in its businesses is not effective, the Issuer may incur losses. Many strategies are based on historical trading patterns and correlations and may turn out to be wrong or not sufficient. Accordingly, the hedge may only be partial or the strategies used may not protect against all future risks or may not be fully effective in mitigating the Issuer's risk exposure in all markets environments or against all types of risk in the future. Factors that may affect the ability of the Issuer to fulfil its obligations under the notes issued under the programme Risks relating to the competitive environment. The Issuer's principal activities all face fierce competition. If competition continues to intensify in France, in particular in response to competitor behaviour, consumer demand, technological changes, which is the Issuer's principal market, this could negatively impact on its profits should the Issuer not manage to maintain its competitiveness. Regulatory, legal and tax risk The Issuer is also exposed to the risk of regulatory and law changes. Regulatory and legal risk is the risk of non-compliance or inability to comply fully with applicable laws, regulations or codes. Any general changes to regulatory or law requirements in particular with respect to prudential rules in relation to capital adequacy or financial reporting, could entail costs which may have a negative impact on profitability. Non-compliance could lead to fines, public reprimand, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorisation to operate.the Issuer's activity may be affected, even to a major extent, by measures or decisions in particular disciplinary, tax, administrative or judicial measures or decisions taken by the regulatory authorities, governments or courts. Such measures or decisions may also affect the reputation and impair the competitiveness of the Issuer. The failure to manage the risks associated with changes in taxation rates or law, or misinterpretation of the law, could materially and adversely affect the Issuer s results of operations, financial condition and prospects. The nature and impact of futures changes in regulatory, legal and tax rules and regulatory action are unpredictable and are beyond the Issuer s control. Such changes could include, but are not limited to: (i) general changes in regulatory requirements such as prudential rules relating to capital adequacy (including recent changes made to implement the Basel III process or other capital requirement rules); (ii) changes in government or regulatory policy that may significantly influence investor decisions in particular in France; (iii) changes in rules and procedures relating to internal control; (iv) changes in pricing practices and in the competitive environment; and (v) any adverse change in the political environment creating instability or an uncertain legal situation capable of affecting the demand for the products and services offered by the Issuer. The Issuer s businesses and earnings can also be affected by the fiscal or other policies and other actions of foreign governments and international agencies. The nature and impact of future changes in such policies and regulatory action are not predictable and are beyond the Issuer s control. It is important to distinguish between the different categories of risk because each category requires specific measuring and monitoring systems. Nevertheless, the growing complexity of the Group s businesses and products means that the categories of risk increasingly overlap. An interruption in or breach of the Issuer s information systems may result in lost business and other losses. The Issuer relies heavily on communications and information systems to conduct its business. Any failure or interruption or breach in security of these systems could result in failures or interruptions in the Issuer s customer relationship management, general ledger, deposit, servicing and/or loan organisation systems. The

9 9. Issuer cannot provide assurances that such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions could have a material adverse effect on the Issuer s financial condition and results of operations. Other areas where changes could have an impact include, inter alia: - the monetary, interest rate and other policies of central banks and regulatory authorities; - general changes in government or regulatory policy that may significantly influence investor decisions in particular markets in which the Issuer operates; - changes in the financial reporting environment; - expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership; and - other unfavourable political, military or diplomatic developments producing social instability or legal uncertainty which in turn may affect demand for the Issuer s products and services. Each of France s and the global financial services market remains highly competitive and innovative competition comes both from incumbent players and a steady stream of new market entrants. The landscape is expected to remain highly competitive in all the Issuer s businesses, which could adversely affect the Issuer s profitability. FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME The following paragraphs describe some of the risk factors that the Issuer believes are material to the Notes to be offered and/or listed and admitted to trading in order to assess the market risk associated with these Notes. They do not describe all the risks of an investment in the Notes. Prospective investors should consult their own financial and legal advisers about risks associated with investments in a particular Series of Notes and the suitability of investing in the Notes in light of their particular circumstances. The Notes may not be a suitable investment for all investors. Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. 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 such Notes, the impact this investment will have on the potential investor's overall investment portfolio, and the suitability of its investment in light of its own circumstances. In particular, each prospective investor should: 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 to this Base Prospectus; 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 the Notes will have on its overall investment portfolio; 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 prospective investor's currency; understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and

10 10. 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. Each prospective investor should consult its own legal, tax, accounting and/or financial advisors before investing in the Notes. Risks related to the structure of a particular issue of Notes A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for prospective investors. Set out below is a description of the most common such features: Notes subject to optional redemption by the Issuer An optional redemption feature of Notes is likely to limit their market value. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Prospective investors should consider reinvestment risk in light of other investments available at that time. Fixed Rate Notes Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in market interest rates may adversely affect the value of the relevant Tranche of Notes. Floating Rate Notes Investment in Notes which bear interest at a floating rate comprise (i) a reference rate and (ii) a margin to be added or subtracted, as the case may be, from such base rate. Typically, the relevant margin will not change throughout the life of the Notes but there will be a periodic adjustment (as specified in the relevant Final Terms) of the reference rate (e.g., every three (3) months or six (6) months) which itself will change in accordance with general market conditions. Accordingly, the market value of floating rate Notes may be volatile if changes, particularly short term changes, to market interest rates evidenced by the relevant reference rate can only be reflected in the interest rate of these Notes upon the next periodic adjustment of the relevant reference rate. Moreover, 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, investors are not able to determine a definite yield of Floating Rate Notes at the time they purchase them, so that their return on investment cannot be compared with that of investments having longer fixed interest periods. If the terms and conditions of the 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. Fixed/Floating Rate Notes Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. 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. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.

11 11. Notes issued at a substantial discount or premium The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities. Other Factors There is no restriction on the amount of debt that the Issuer may issue or guarantee. There is no restriction on the amount of debt that the Issuer may issue or guarantee. The Issuer and its affiliates may incur additional indebtedness, including indebtedness that ranks senior in priority of payment to the Notes. If the Issuer s financial condition were to deteriorate, the holders of Notes could suffer direct and materially adverse consequences. A Noteholder s effective yield on the Notes may be diminished by the tax impact on that Noteholder of its investment in the Notes. Payments of interest on the Notes, or profits realised by the Noteholder upon the sale 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. The tax impact on Noteholders generally in France and Luxembourg is described under "Taxation" below; however, the tax impact on an individual Noteholder may differ from the situation described for Noteholders generally. The Issuer advises all investors to contact their own tax advisors for advice on the tax impact of an investment in the Notes. Zero Coupon Notes are subject to higher price fluctuations than non-discounted bonds. Changes in market interest rates have a substantially stronger impact on the prices of Zero Coupon Notes than on the prices of ordinary bonds because the discounted issue prices are substantially below par. If market interest rates increase, Zero Coupon Notes can suffer higher price losses than other bonds 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. Foreign currency Notes expose investors to foreign-exchange risk as well as to issuer risk. As purchasers of foreign currency Notes, investors are exposed to the risk of changing foreign exchange rates. This risk is in addition to any performance risk that relates to the Issuer or the type of Note being issued. Risks related to Notes generally Set out below is a brief description of certain risks relating to the Notes generally: Modification of the Conditions The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not participate at the relevant meeting and Noteholders who voted in a manner contrary to the majority. Taxation 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 country where the Notes are transferred or other jurisdictions. 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 cannot rely upon the tax summary contained in this Base Prospectus but should ask for their own tax adviser s advice on their individual taxation with respect to the acquisition, holding, sale and redemption of the Notes. Only these

12 12. advisers are in a position to duly consider the specific situation of the potential investor. This investment consideration has to be read in connection with the taxation sections of this Base Prospectus. EU Savings Directive On 3 June 2003, the European Union adopted the Directive 2003/48/EC regarding the taxation of savings income in the form of interest payments (the "Directive"). The Directive requires Member States as from 1 July 2005 to provide to the tax authorities of other Member States details of payments of interest and other similar income within the meaning of the Directive made by a paying agent located within its jurisdiction to or to the benefit of an individual resident in another Member State, except that Luxembourg and Austria will instead impose a withholding system for a transitional period unless the beneficiary of interest payment elects otherwise and authorises the paying agent to disclose the above information. In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive. The rate of this withholding tax is currently thirty-five per cent. (35%) (see "Taxation - EU Savings Directive"). For these purposes, the term "paying agent" is defined widely and includes in particular any economic operator who is responsible for making interest payments, within the meaning of the Directive, for the immediate benefit of individuals. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any paying agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a paying agent, the Issuer will be required to maintain a paying agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive. The European Commission has proposed certain amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements described above. Investors who are in any doubt as to their position should consult their professional advisers. The proposed financial transaction tax The European Commission recently published a proposal for a Directive for a common financial transaction tax (the "FTT") in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia. The tax would be applicable from 1 January The proposed FTT has very broad, potentially extraterritorial scope. It would apply to financial transactions where at least one party is a financial institution, and (a) one party is established in a participating Member State or (b) the financial instrument which is subject to the transaction is issued by an issuer having its registered seat in a participating Member State. A financial institution may be, or be deemed to be, "established" in a Member State in a broad range of circumstances. The Issuer is incorporated in France and therefore financial institutions worldwide would be subject to the FTT when dealing in the Notes, unless an exemption applies. In relation to many secondary market transactions in bonds and shares, the FTT would be charged at a minimum rate of 0.1% on each financial institution which is party to the transaction. The issuance and subscription of the Notes should, however, be exempt. There are no broad exemptions for financial intermediaries or market makers. Therefore, the effective cumulative rate applicable to some dealings in bonds or shares (for instance, cleared transactions) could be greatly in excess of 0.1%. A person transacting with a financial institution which fails to account for FTT would be jointly and severally liable for that tax. The FTT proposal remains subject to negotiation between the Member States, and may therefore be altered. Additional Member States may decide to participate. Prospective Bondholders are strongly advised to seek their own professional advice in relation to the FTT.

13 13. United States Foreign Account Tax Compliance Act (FATCA) Whilst the Notes are in global form and held within the clearing systems, in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the clearing systems (see Taxation Foreign Account Tax Compliance Act ). However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer s obligations under the Notes are discharged once it has paid the common depositary for the clearing systems (as bearer or registered holder of the Notes) and the Issuer has therefore no responsibility for any amount thereafter transmitted through hands of the clearing systems and custodians or intermediaries. Changes in law The Terms and Conditions of the Notes are governed by French law, in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in French law (or any other relevant law) or administrative practice after the date of this Base Prospectus. French Insolvency Law The Noteholders, in respect of all Tranches in any Series, will be grouped automatically for the defence of their common interests in a Masse, as defined in Condition 11. However, under French insolvency law, holders of debt securities are automatically grouped into a single assembly of holders (the "Assembly") if of an accelerated financial safeguard procedure (procédure de sauvegarde financière accélérée), a safeguard procedure (procédure de sauvegarde) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the Issuer. The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not under a debt issuance programme (such as a Euro Medium Term Note programme) and regardless of their governing law. The Assembly deliberates on the proposed accelerated financial safeguard plan (plan de sauvegarde financière accélérée), safeguard plan (projet de plan de sauvegarde) or judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree to: - increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling payments which are due and/or partially or totally writing-off debts; - establish an unequal treatment between holders of debt securities (including the Noteholders) as appropriate under the circumstances; and/or - decide to convert debt securities (including the Notes) into securities that give or may give right to share capital. Decisions of the Assembly will be taken by a two-third (2/3) majority (calculated as a proportion of the amount of the debt securities held by the holders which have cast a vote at such Assembly). No quorum is required to hold the Assembly. For the avoidance of doubt, the provisions relating to the representation of the Noteholders described in the Terms and Conditions of the Notes set out in this Base Prospectus and, if applicable, the relevant Final Terms

14 14. will not be applicable with respect to the Assembly to the extent they conflict with compulsory insolvency law provisions that apply in these circumstances. Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk: Market value of the Notes The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors, including, but not limited to, the market interest and yield rates and the time remaining to the maturity date. The value of the Notes depends on a number of interrelated factors, including economic, financial and political events in France or elsewhere, including factors affecting capital markets generally and the Stock Exchanges on which the Notes are traded. The price at which a Noteholder will be able to sell the Notes prior to maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such purchaser. The secondary market generally Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors 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. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Notes 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. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Credit ratings may not reflect all risks. One or more independent credit rating agencies may assign credit ratings to the Notes. 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. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time and without notice. Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each prospective investor should consult its legal advisers to determine whether and to what extent (i) Notes are legal investments suitable for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors, auditors and the appropriate regulators to determine the appropriate treatment

15 of Notes under any applicable risk-based capital or similar rules. Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective investor of 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. 15.

16 16. PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS The Issuer (whose registered office address appears on the back page of this document), accepts responsibility for the information contained or incorporated by reference in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. The Issuer having taken all reasonable care to ensure that such is the case, confirms that the information contained or incorporated by reference in this Base Prospectus with respect to the Issuer, the Issuer and its subsidiaries taken as a whole (the Group ) and the Notes is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The opinions and intentions expressed in this Base Prospectus with regard to the Issuer and the Group are honestly held. The Issuer accepts responsibility for the information contained or incorporated by reference in this Base Prospectus accordingly.

17 17. DOCUMENTS INCORPORATED BY REFERENCE This Base Prospectus shall be read and construed in conjunction with the following documents which have been previously published or have been published simultaneously with this Base Prospectus and/or have been previously filed with the CSSF and shall be incorporated in, and form part of, this Base Prospectus: - the French language version of the audited consolidated financial statements of the Issuer prepared in accordance with International Financial Reporting Standards as endorsed by the European Union, together with the notes thereto and related auditors report for the financial year ended 31 December 2011 (the "2011 Audited Consolidated Financial Statements") (Comptes consolidés annuels de LaSer Cofinoga 2011), and - the French language version of the audited consolidated financial statements of the Issuer prepared in accordance with International Financial Reporting Standards as endorsed by the European Union, together with the notes thereto and related auditors' report for the financial year ended 31 December 2012 (the "2012 Audited Consolidated Financial Statements") (Comptes consolidés annuels de LaSer Cofinoga 2012), save that any statement contained in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus. All documents incorporated by reference in this Base Prospectus may be obtained, free of charge, during normal business hours at the offices of each Paying Agent as set out at the end of this Base Prospectus. In addition, such documents will be published on the website of the Luxembourg Stock Exchange ( The information incorporated by reference in this Base Prospectus shall be read in connection with the cross reference table below. Any information not listed in the cross reference table but included in the documents incorporated by reference is given for information purposes only and is not required by the relevant schedules of the Commission Regulation No. 809/2004, as amended.

18 18. CROSS REFERENCE TABLE OF INFORMATION INCORPORATED BY REFERENCE Information incorporated by reference Page Reference Historical financial information 2011 Audited Consolidated Financial Statements (i) Consolidated balance sheet 2 (ii) Consolidated statement of income 3 (iii) Cash flow statement 6 (iv) Notes to the consolidated financial statements 7 to 53 (v) Auditors Report 54 to Audited Consolidated Financial Statements Consolidated balance sheet 2 Consolidated statement of income 3 Cash flow statement 6 Notes to the consolidated financial statements 7 to 52 Description of the Group 18 to 20 Auditors' Report 53 to 55

19 19. SUPPLEMENT TO THE BASE PROSPECTUS If at any time the Issuer shall be required to prepare a supplement to the Base Prospectus pursuant to the provisions of Article 13 of the Luxembourg Law implementing Article 16 of the Prospectus Directive, following the occurrence of a new factor, a material mistake or inaccuracy or omission relating to the information included in this Base Prospectus which is capable of affecting the assessment of any Notes, the Issuer will prepare and make available an appropriate supplement to this Base Prospectus, which in respect of any subsequent issue of Notes to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market and listed on the Official List of the Luxembourg Stock Exchange or in any Member State shall constitute a supplement to the Base Prospectus for the purpose of the relevant provisions of the Luxembourg Law.

20 20. GENERAL DESCRIPTION OF THE PROGRAMME The following general description does not purport to be complete and is qualified in its entirety by the remainder of this Base Prospectus. 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 Terms and Conditions set out on pages 25 to 50. Words and expressions defined in the Terms and Conditions below shall have the same meanings in this general description. Issuer: Description: Programme Limit: Arranger: Dealers: LaSer Cofinoga Euro Medium Term Note Programme (the "Programme") Up to 12,000,000,000 (or its equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time. HSBC Bank plc BNP Paribas, HSBC Bank plc and Natixis. 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 in respect of the whole Programme. References in this Base Prospectus to "Permanent Dealers" are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and references to "Dealers" are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches. At the date of this Base Prospectus, only credit institutions and investment firms incorporated in a member state of the European Union and which are authorised by the relevant authority of such member home state to leadmanage bond issues in such member state may act (a) as Dealer with respect to non-syndicated issues of Notes denominated in Euro and (b) as lead manager of issues of Notes denominated in Euro issued on a syndicated basis. Fiscal Agent and Principal Paying Agent and Calculation Agent: Paris Paying Agent: Method of Issue: BNP Paribas Securities Services BNP Paribas Securities Services 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 dates and on terms otherwise identical (or identical other than in respect of the issue price, nominal amount of Tranche and first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche will be set out in the final terms substantially in the form of the pro forma final terms provided in this Base Prospectus (the "Final Terms").