EMTN Base Prospectus 2025

Renault S.A.

Euro 10,000,000,000  Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme described in this Base Prospectus (the Programme), Renault S.A. (the Issuer, Renault or Renault S.A.), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes governed by French law (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 10,000,000,000 (or the equivalent in other currencies).

This document constitutes a base prospectus (the Base Prospectus) for the purposes of Article 8 of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). This Base Prospectus received the approval number 25-145 on 7 May 2025 from the Autorité des marchés financiers (the AMF) and shall be in force for a period of one (1) year as of the date of its approval by the AMF. 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event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

This Base Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant to 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 the Issuer or of the quality of the Notes which are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.

This Base Prospectus contains all relevant information concerning the Issuer, the Issuer and its subsidiaries consolidated on a full integration basis (filiales consolidées par intégration globale) taken as a whole (the Group, Groupe Renault or the Renault Group) and the base terms and conditions of the Notes to be issued under the Programme, together with supplements to this Base Prospectus from time to time (each, a Supplement and together the Supplements). In relation to each Tranche of Notes, the Base Prospectus must be read in conjunction with the applicable Final Terms (as defined below).

This Base Prospectus supersedes and replaces the Base Prospectus dated 3 May 2024 and any Supplements thereto.

Application may be made to Euronext Paris for the period of twelve (12) months from the date of this Base Prospectus, for Notes issued under the Programme to be admitted to trading on the regulated market of Euronext Paris (Euronext Paris) and/or to the competent authority of any other Member State of the European Economic Area (EEA) for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such Member State. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instrument Directive 2014/65/EU, as amended, appearing on the list of regulated markets (a Regulated Market) published on the European Securities and Markets Authority (the ESMA). However, Notes may be issued pursuant to the Programme which are not admitted to trading on any Regulated Market. The relevant final terms (the Final Terms) (a form of which is contained herein) 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 Regulated Market.

Notes 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 Articles L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised 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 "Terms and Conditions of the Notes - Form, Denomination, Title Redenomination and Currency") 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 Condition 1(c)(iv)), in either fully registered form (au nominatif pur), in which case they will be inscribed either in an account maintained by the Issuer or by 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 Noteholder. 

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 attached, on or after a date expected to be on or about the 40^th calendar day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Bearer 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 intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream 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 or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer (as defined below).

The Programme has been rated BB+ by S&P Global Ratings Europe Limited (S&P) and Ba1 by Moody’s Deutschland GmbH (Moody’s). The long term debt of the Issuer is rated BB+ with a positive outlook by S&P and Ba1 with a positive outlook by Moody’s. Each of S&P and Moody’s is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation). As such, each of S&P and Moody’s is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated. Notes will have such rating, if any, as is assigned to them by the relevant rating organisation as specified in the relevant Final Terms. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme. Tranches of Notes issued under the Programme may be rated or unrated. The rating of a Tranche of Notes (if any) will be specified in the Final Terms. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under 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.

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.

This Base Prospectus and any supplement thereto will be published on the websites of (a) the Autorité des marchés financiers (www.amf-france.org) during a period of twelve (12) months from the date of this Base Prospectus and (b) the Issuer(www.renaultgroup.com). The Final Terms related to Notes admitted to trading on any Regulated Market will be published on the websites of (a) the AMF (www.amf-france.org), as the case may be, and (b) the Issuer (www.renaultgroup.com).

Arranger

Natixis

Dealers

Société Générale Corporate & Investment Banking

The date of this Base Prospectus is 7 May 2025

This Base Prospectus, together with supplements to this Base Prospectus from time to time (each a Supplement), constitutes a base prospectus for the purpose of Article 8 of the Prospectus Regulation, and contains all relevant information concerning the Issuer, the Issuer and its subsidiaries consolidated on a full integration basis (filiales consolidées par intégration globale) taken as a whole (the Group or the Renault Group) and the base terms and conditions of the Notes to be issued under the Programme, which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the rights attaching to the Notes and the reason for the issuance and its impact on the Issuer. In relation to each Tranche (as defined herein) of Notes, the Base Prospectus must be read in conjunction with the applicable Final Terms.

This Base Prospectus is to be read in conjunction with any information which is or may be incorporated by reference in accordance with Article 19 of the Prospectus Regulation (see "Documents Incorporated by Reference") and may only be used for the purpose for which is has been published.

No person has been authorised to give any information or to make any representation other than those contained 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 any of the Dealers or the Arranger. 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 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.

Other than in relation to the information which is deemed to be incorporated by reference, the information on the websites to which this Base Prospectus (including for the avoidance of doubt any information on the websites which appear in the documents containing the information incorporated by reference) refers does not form part of this Base Prospectus unless that information is incorporated by reference into the Base Prospectus (see "Documents Incorporated by Reference") and has not been scrutinised or approved by the AMF.

The distribution of this Base Prospectus 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 Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the U.S. 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 may include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, 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 Materialised Notes in bearer form, the U.S. Internal Revenue Code of 1986, as amended (the U.S Internal Revenue Code and the regulations thereunder)). For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".

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 (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 on markets in financial instruments (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution (as amended or superseded, the IDD), 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 (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.

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 (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 Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 as it forms part of domestic law by virtue of the EUWA;. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of 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, determined by the manufacturer(s). 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 MiFID II Product Governance rules under Commission Delegated Directive 2017/593 (EU) (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 an investment firm as defined by MiFID II and will not be a manufacturer in respect of any Notes issued under the Programme.

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 an investment firm as defined by UK MiFIR and will not be a manufacturer in respect of any Notes issued under the Programme.

Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the SFA) – Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) 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).

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers or the Arranger 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 Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information or for any acts or omissions of the Issuer or any other person in connection with this Base Prospectus. Neither this Base Prospectus nor any other financial statements are 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 financial statements 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 Dealers or the Arranger 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 this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in such table are due to rounding.

Prospective investors should have regard to the information set out in the Renault Sustainable Bond Framework (as defined in the section "Use of Proceeds"), the Base Prospectus as supplemented and the 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, Social Notes or Sustainability Notes (each as defined in the in the section "Use of Proceeds")  in connection with Eligible Green Projects and Eligible Social Projects (each as defined in the section "Use of Proceeds") together with any other investigation such prospective investor deems necessary.

In relation to Green Notes, Social Notes or Sustainability Notes, neither the Arranger nor any Dealer makes any representation as to the suitability of such Green Notes, Social Notes or Sustainability Notes, including the listing or admission to trading thereof on any dedicated "green", "social", "sustainable" or other equivalently labelled segment of any stock exchange or securities market, to fulfil any green, social or sustainability criteria required by any prospective investors. The Arranger and the Dealers have not undertaken, nor are responsible for, any assessment of the eligibility criteria for selecting investments in Eligible Green Projects and/or Eligible Social Projects, any verification of whether the Eligible Green Projects and/or the Eligible Social Projects meet such eligibility criteria, the monitoring of the use of proceeds of any Green Notes, Social Notes or

Sustainability Notes, or the allocation of the proceeds (or an amount equal or equivalent thereto) by the Issuer to particular Eligible Green Projects and/or Eligible Social Projects. Prospective investors should refer to the Issuer’s website, the Renault Sustainable Bond Framework and the Second Party Opinion (each as defined in section "Use of Proceeds") and any public reporting by or on behalf of the Issuer in respect of the application of the proceeds of any issue of Green Notes, Social Notes or Sustainability Notes for information. Any such Renault Sustainable Bond Framework and/or Second Party Opinion and/or public reporting will not form part of, nor be incorporated by reference in this Base Prospectus. No assurance or representation is given by the Issuer, any of the Dealers, the Arranger, or any other person as to the suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the Issuer) on the Renault Sustainable Bond Framework, or on any Green Notes, Social Notes or Sustainability Notes issued in connection with Eligible Green Projects and/or Eligible Social Projects. Any such opinion or certification neither is, nor should be deemed to be, a recommendation by the Issuer, the Dealers, the Arranger, or any other person to buy, sell or hold any such Green Notes, Social Notes or Sustainability Notes. 

In addition, payments of principal and interest (as the case may be) on Green Notes, Social Notes or Sustainability Notes shall not depend on the performance of the Eligible Green Projects and/or the Eligible Social Projects, nor on the achievement of any green, social or sustainable objectives. 

None of the Arranger or the Dealers will verify or monitor the proposed use of proceeds of the Green Notes, Social Notes or Sustainability Notes issued under the Programme.

TABLE OF CONTENTS

Clause                                                                                                                                               Page

General Description of the Programme..................................................................................................... 6

Risk Factors.......................................................................................................................................... 13

Documents Incorporated by Reference.................................................................................................... 25

Supplement to the Base Prospectus......................................................................................................... 31

Terms and Conditions of the Notes......................................................................................................... 32

Temporary Global Certificates Issued in Respect of Materialised Bearer Notes.......................................... 88

Use of Proceeds..................................................................................................................................... 89

Description of the Issuer........................................................................................................................ 90

Recent Events....................................................................................................................................... 91

Documents on Display........................................................................................................................... 95

Subscription and Sale............................................................................................................................ 96

Form of Final Terms............................................................................................................................ 101

General Information............................................................................................................................. 119

Persons Responsible for the Information Given in this Base Prospectus.................................................. 123

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 of the Notes set out in this Base Prospectus. This chapter is subject to the other information provided in this Base Prospectus and is to be read as such.

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, as amended. It does not, and is not intended to, constitute a summary of this Base Prospectus within the meaning of Article 7 of the Prospectus Regulation or any implementing regulation thereof.

Words and expressions defined in “Terms and Conditions of the Notes” below shall have the same meanings in this general description.

Events of Default: There will be events of default in respect of the Notes (including a cross-default) as set out in Condition 9 – see “Terms and Conditions of the Notes – Events of Default”.

Redemption Amount: Subject to any laws and regulations applicable from time to time, the relevant Final Terms will specify the basis for calculating the redemption amounts payable. Unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one (1) 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 FSMA will have a minimum redemption amount of £100,000 (or its equivalent in other currencies).

Optional Redemption The Final Terms issued in respect of each issue of Notes will state (including Make-Whole whether such Notes may be redeemed prior to their stated maturity at

Redemption): the option of the Issuer (either in whole or in part) and/or the Noteholders and, if so, the terms applicable to such redemption. 

In particular, if specified in the relevant Final Terms, the Issuer will have the option to redeem the Notes, in whole or in part, at any time or from time to time, prior to their Maturity Date, at the Optional Redemption Amount.

See Condition 6 “Terms and Conditions of the Notes – Redemption, Purchase and Options”.

Clean-Up Call Option: If a Clean-up Call Option by the Issuer is specified in the relevant Final Terms, in the event that at least 75% of the initial aggregate principal amount of a particular Series of Notes (which for the avoidance of doubt include any additional Notes issued subsequently and forming a single series with the first Tranche of a particular Series of Notes) has been purchased or redeemed by the Issuer, the Issuer may have the option to redeem in whole, but not in part, the remaining Notes in that Series at their principal amount together with any interest accrued to the date fixed for redemption.

Residual Maturity Call Option:             If a Residual Maturity Call Option is specified in the relevant Final

Terms, the Issuer may, at any time or from time to time, as from the Call Option Date (as specified in the relevant Final Terms) which shall be no earlier than ninety (90) calendar days before the Maturity Date, until the Maturity Date, redeem in whole, but not in part, the Notes then outstanding, at their principal amount together with any interest accrued to the date fixed for redemption.

Put Option:  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) calendar 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 together with interest accrued to the date fixed for redemption including, where applicable, any Arrears of Interest.

Early Redemption:                        Except as provided in “Redemption at the option of the Issuer”, “Optional Redemption (including Make-Whole Redemption)”, “Clean-Up Call Option” and “Residual Maturity Call Option” above, Notes will be redeemable at the option of the Issuer prior to their stated maturity for tax reasons, as set out in Condition 6(f) - see “Terms and Conditions of the Notes – Redemption for Taxation reasons”.

Taxation: All payments of principal, interest and other revenues by or on behalf of the Issuer in respect of the Notes or Coupons shall be made free and

 clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within France or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law.

 If French law should require that payments of principal, interest or other revenues in respect of any Note or Coupon be subject to withholding or deduction in respect of any present or future taxes, duties, assessments or governmental charges of whatever nature, the Issuer will (subject to certain limited exceptions), to the fullest extent then permitted by law, pay such additional amounts as shall result in receipt by the Noteholders or, if applicable, the Couponholders, as the case may be, of such amounts as would have been received by them had no such withholding or deduction been required.

Interest Periods and Interest                    The length of the interest periods for the Notes and the applicable

Rates: interest rate or its method of calculation 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. For the avoidance of doubt, the Minimum Rate of Interest shall be deemed to be zero, unless a higher rate is stated in the applicable Final Terms.

Fixed Rate Notes: Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms.

Floating Rate Notes: Floating Rate Notes will be payable in arrear and will bear interest determined separately for each Series as follows:

(i)                 on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by the 2013 FBF Master Agreement relating to transactions on forward financial instruments as supplemented by the FBF Technical Schedules, each as published by the Fédération Bancaire Française; or

(ii)               on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as of the Issue Date of the first Tranche of the relevant Series; or

(iii)             by reference to EURIBOR, €STR, CMS Rate, SONIA,

SARON, SOFR and TONA or any successor rate or any

alternative rate, in each case as adjusted for any applicable margin.

Notes issued under the Programme may, or may not, be rated. The rating of Notes, if any, will be specified in the relevant Final Terms. 

Each of S&P and Moody’s is established in the European Union and is registered under Regulation (EC) No 1060/2009, as amended (the CRA Regulation) and included in the list of registered credit rating agencies published by the ESMA on its website

(https://www.esma.europa.eu/credit-rating-agencies/craauthorisation) in accordance with the CRA Regulation. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to the Issuer or the Programme. 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.

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, the Masse).

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.

RISK FACTORS 

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes and may be material for the purpose of assessing the market risks associated with Notes issued under the Programme.  

Factors which the Issuer believes are specific to the Issuer and/or the Notes and material for an informed investment decision with respect to investing in Notes issued under the Programme are also described below.

The Issuer believes that the factors described below represent the principal inherent risks in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including any information incorporated by reference herein and the Relevant Final Terms) and reach their own views prior to making any investment decision.

In each sub-category, the most material risk factors are listed in a manner that is consistent with the Issuer’s assessment, taking into account the expected magnitude of their negative impact and the probability of their occurrence.

Words and expressions defined under “Terms and Conditions of the Notes” shall have the same meanings in this section.

I.          RISKS FACTORS RELATING TO THE ISSUER

The risk factors relating to the Issuer and its activity are set out on pages 371 to 391 of the 2024 Universal Registration Document, as defined and further described under “Documents Incorporated by Reference” in this Base Prospectus.

II.        RISKS FACTORS RELATING TO THE NOTES

1.         Risks related to the market of the Notes

Market Value of the Notes

Application may be made to list and admit any Series of Notes issued hereunder to trading on Euronext Paris and/or on any other Regulated Market as it shall be specified in the relevant Final Terms. Therefore, the market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors, including, market interest and yield rates and the time remaining to the maturity date. As of the date of this Base Prospectus, the long term debt of the Issuer is rated BB+ with a positive outlook by S&P and Ba1 with a positive outlook by Moody’s. However, if the creditworthiness of the Issuer deteriorates, this could have a significant adverse impact on the Noteholders and as a result the Issuer may not be able to fulfil all or part of its payment obligations under the Notes and the value of the Notes may decrease. 

The value of the Notes depends on a number of interrelated factors, including economic, financial and political events in France or elsewhere, and including also factors affecting capital markets generally and Euronext Paris and/or any other Regulated Market or 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 Noteholder. 

Accordingly, this could have a significant adverse impact on the Noteholders, and all or part of the capital invested by the Noteholder may be lost upon any transfer of the Notes, so that the Noteholder in such case would receive significantly less than the total amount of capital invested. 

No active Secondary/Trading Market for the Notes

Notes issued under the Programme will be new securities which may not be widely distributed and for which there may be no active trading market (unless in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer. Although particular series of Notes may specify that they are expected to be admitted to trading on Euronext Paris and/or any other Regulated Market in the EEA, an active trading market may not develop. Accordingly, a trading market for any particular Tranche of Notes may not develop or may be illiquid. As a consequence, Noteholders may not be able to sell Notes readily or at prices that will enable them to realise their anticipated yield and as a result, Noteholders could lose all or part of their investment in the Notes.

Currency Risk

The Programme allows for Notes to be issued in a range of currencies. Condition 1 provides that subject to compliance with all relevant laws, regulations and directives, Notes may be issued in Euro, U.S. Dollars, Japanese yen, Swiss francs, Sterling, Renminbi, Australian Dollars, Singaporean Dollars and in any other currency agreed between the Issuer and the relevant Dealers, as such currency shall be specified in the relevant Final Terms.

An investment in the Notes may involve exchange rate risks. The reference assets or the Notes may be denominated in a currency other than the currency of the purchaser’s home jurisdiction; and/or the reference assets or the Notes may be denominated in a currency other than the currency in which a purchaser wishes to receive funds. Exchange rates between currencies are determined by factors of supply and demand in the international currency markets which are influenced by macro-economic factors, speculation and central bank and government intervention (including the imposition of currency controls and restrictions). Fluctuations in exchange rates may affect the value of the Notes or the reference assets.

As a result, if this risk ever materialises, Noteholders may receive less interest or principal than expected. This may result in a significant loss on any capital invested from the perspective of a Noteholder whose domestic currency is not the Specified Currency.

2.         Risks related to the structure of a particular issue of Notes

2.1       Early Redemption Risks

Notes subject to optional redemption by the Issuer

Condition 6 provides for early redemption features at the option of the Issuer. Any optional feature where the Issuer is given the right to redeem the Notes early may have a significant negative effect on the market value of such Notes.

Unless in the case of any particular Tranche of Notes the relevant Final Terms specifies otherwise, in the event that the Issuer would be obliged to increase the amounts payable in respect of any Notes or Coupons due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by, or on behalf of, France, or any political subdivision thereof or any authority therein or thereof having power to tax, the Issuer may redeem all outstanding Notes in accordance with Condition 6(f).

If, in the case of any particular Tranche of Notes, the relevant Final Terms specify that the Notes are redeemable at the Issuer’s option in certain other circumstances, the Issuer may choose to redeem the Notes at times when prevailing interest rates may be relatively low. During a period when the Issuer may elect, or has elected, to redeem Notes, such Notes may feature a market value not substantially above the price at which they can be redeemed. In such circumstances a Noteholder may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the relevant Notes. Should the Notes at such time be trading well above the price set for redemption, the negative impact on the Noteholders’ anticipated returns would be significant. 

In addition, 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. As a consequence, part of the capital invested by the Noteholder may be lost, so that the Noteholder in such case would not receive the total amount of the capital invested. In addition, Noteholders 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.

In particular, with respect to the Clean-up Call Option by the Issuer provided in Condition 6(g), there is no obligation under such Condition 6(g) nor under any of the Conditions for the Issuer to inform Noteholders if and when the threshold of seventy-five per cent. (75%) of the initial aggregate principal amount of a particular Series of Notes has been reached or is about to be reached, and the Issuer’s right to redeem will exist notwithstanding that immediately prior to the serving of a notice in respect of the exercise of the Clean-up Call Option, the Notes may have been trading significantly above par, thus potentially resulting in a loss of capital invested.

In addition, the Make-Whole Redemption by the Issuer provided in Condition 6(c) and the Redemption at the Option of the Issuer provided in Condition 6(b) are exercisable in whole or in part. If the Issuer decides to redeem the Notes in part, such partial redemption shall be effected by the application of a pool factor (corresponding to a reduction of the nominal amount of all such Notes in proportion to the aggregate nominal amount redeemed). Depending on the proportion of the principal amount of all of the Notes so reduced, any trading market in respect of those Notes in respect of which such option is not exercised may become illiquid.

Risks related to the exercise of the Residual Maturity Call Option by the Issuer

In accordance with Condition 6(h), if a Residual Maturity Call Option is specified in the relevant Final Terms and if the Issuer decides to redeem the Notes pursuant to the Make-Whole Redemption by the

Issuer before the Call Option Date (as specified in the relevant Final Terms) pursuant to Condition 6(c), the Optional Redemption Amount in respect of the Make-Whole Redemption by the Issuer will be calculated taking into account the Call Option Date and not the Maturity Date. It means that the Optional Redemption Amount will be the greater of (x) 100 per cent. of the nominal amount of the Notes so redeemed and, (y) the sum of the then present values of the remaining scheduled payments of principal and interest on such Notes discounted from the Call Option Date (and not the Maturity Date) to the relevant Optional Redemption Date on an annual basis at the Reference Rate (as specified in the relevant Final Terms) plus a Redemption Margin (as specified in the relevant Final Terms), plus in each case, any interest accrued on the Notes to, but excluding, the Optional Redemption Date. It may result in a lower Optional Redemption Amount than Noteholders would have otherwise received pursuant to the Terms and Conditions of a Series of Notes where a Residual Maturity Call Option has not been specified. Furthermore, the exercise of the Make-Whole Redemption by the Issuer may be subject to certain refinancing condition, referred to in the notice published by the Issuer in connection thereto. However, even if notice is given in accordance with the provisions of Condition 6(c), in the event that such refinancing condition has not been satisfied, the Issuer may revoke such notice, in which case the redemption at the relevant Optional Redemption Amount pursuant to Condition 6(c) will not occur.

Notes subject to optional redemption by the Noteholders 

In accordance with Condition 6(d), the Final Terms for a particular issue of Notes may provide for early redemption at the option of the Noteholders (the Put Option). Exercise of the Put Option 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, which shall in turn adversely impact those Noteholders. 

2.2        Interest Rate Risks

Fixed Rate Notes

Condition 5(b) allows for Fixed Rate Notes to be issued. 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.

In particular, a Noteholder, which pays interest at a Fixed Rate, is exposed to the risk that the market value of such Note could fall as a result of changes in the market interest rate. While the nominal interest rate of a fixed interest rate Note is determined during the term of such Note or within a given period of time, the market interest rate (the Market Interest Rate) typically varies on a daily basis. As the Market Interest Rate changes, the price of the Note varies in the opposite direction. If the Market Interest Rate increases, the price of the Note typically decreases, until the yield of the Note equals approximately the Market Interest Rate. If the Market Interest Rate decreases, the price of a fixed-rate Note typically increases, until the yield of the bond equals approximately the Market Interest Rate. 

Movements of the Market Interest Rate can significantly affect the price of the Notes and can lead to losses for Noteholders if they sell Notes during the period in which the Market Interest Rate exceeds the Fixed Rate of the Notes.

Floating Rate Notes

Condition 5(c) allows for Floating Rate Notes to be issued. 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. 

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, Noteholders 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 relevant Final Terms of the Notes provide for frequent interest payment dates, Noteholders are exposed to the reinvestment risk if market interest rates decline. That is, Noteholders may reinvest the interest income paid to them only at the relevant lower interest rates then prevailing. 

These reference rates are not pre-defined for the lifespan of the Notes. Higher reference rates mean a higher interest under the Notes and lower reference rates mean a lower interest under the Notes. The degree to which the reference rates may vary is uncertain. The interest amount payable on any Interest Payment Date may be different from the amount payable on the initial or previous Interest Payment Date and may have a significant negative impact on the return under the Notes and result in a reduced market value of the Notes if a Noteholder were to dispose of its Notes.

Risks related to the regulation and reform of “benchmarks” 

In accordance with the provisions of Condition 5(c), the Rate of Interest in respect of the Floating Rate Notes may be determined by reference to Benchmarks that constitute "benchmarks" for the purposes of Regulation (EU) 2016/1011 (the Benchmarks Regulation) published in the Official Journal of the EU on 29 June 2016 and applied since 1 January 2018.

Interest rates and indices which are deemed to be “benchmarks” (including EURIBOR, €STR, CMS Rate, SONIA, SARON, SOFR and TONA) are the subject of recent national and international regulatory guidance and reform aimed at supporting the transition to robust benchmarks. Most reforms have now reached their planned conclusion (including the transition away from London interbank offered rates (LIBOR)), and benchmarks remain subject to ongoing monitoring. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, to be subject to revised calculation methods, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Notes linked to or referencing such a “benchmark”. 

If a benchmark were discontinued or otherwise unavailable, the rate of interest on Notes which are linked to or which reference such benchmark will be determined for the relevant period by the fallback provisions applicable to such Notes (please refer to the risk factor entitled “Risks related to the occurrence of a Benchmark Event” below). Depending on the manner in which a benchmark is to be determined under Condition 5(c)(iii), this may in certain circumstances (i) if ISDA Determination or FBF Determination applies, result in the application of a backward-looking, risk-free overnight rate, whereas the benchmark rate is expressed on the basis of a forward-looking term and includes a riskelement based on inter-bank lending or (ii) if Screen Rate Determination applies, result in the effective application of a fixed rate based on the rate which applied for the immediately preceding Interest Period for which the benchmark was available. Any of the foregoing could have a material adverse effect on the value or liquidity of, and return on, any Notes linked to or referencing a "benchmark". Notably, the methodology or other terms of the "benchmark" could be changed in order to comply with the requirement of the Benchmark Regulation and such changes could, among other things, have the effect of reducing or increasing the rate or level or otherwise affecting the volatility of the published rate or level of the "benchmark" and as a consequence, Noteholders could lose part of their investment or receive less income than would have been the case without such change.

The Benchmarks Regulation has been amended to introduce a harmonised approach to deal with the cessation or wind-down of certain Benchmarks by conferring on the European Commission the power to designate a statutory replacement for certain benchmarks, resulting in such benchmarks being replaced in contracts and financial instruments that have not been renegotiated before the date of cessation of the relevant benchmarks and contain either no contractual replacement (or so-called "fallback provision") or a fallback provision which is deemed unsuitable by the European Commission or competent national authorities (Article 23b of the Benchmarks Regulation). Besides, the transitional provisions applicable to third-country benchmarks have been further extended until the end of 2025 by Commission Delegated Regulation (EU) 2023/2222 of 14 July 2023.

In addition, the Benchmarks Regulation is under review. The expectation is that the final text will be published in the Official Journal of the European Union by the end of the first semester of 2025 and will apply from 1 January 2026. One of the key changes to the regime is that only benchmarks defined as critical or significant (determined based on quantitative or qualitative criteria), EU Paris-aligned benchmarks, EU Climate Transition benchmarks, and certain commodity benchmarks which will remain in scope of the mandatory application of the Benchmarks Regulation. An exemption will apply for certain FX benchmarks. Other benchmarks will fall out of mandatory Benchmarks Regulation scope (other than certain limited provisions in relation to statutory replacement of a benchmark, connected with cessation and/or non-representativeness). However, administrators may request voluntary application of the rules (opt-in) by request to their competent authority to designate one or more of the benchmarks that they offer, subject to a EUR 20 billion eligibility threshold. The expectation is that administrators of such non-significant benchmarks will have to reapply for authorisation under the revised voluntary arrangement (with a grace period applying for such reapplication).

These provisions could have a significant negative impact on the market value or liquidity of, and return on, certain Notes issued under the Programme linked to or referencing such benchmarks.

Risks related to the occurrence of a Benchmark Event

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, Condition 5(c)(iii)(D) provides for certain fallback arrangements in the event that a Benchmark Event occurs, including if an inter-bank offered rate (such as EURIBOR) or other relevant reference rate (which could include, without limitation, SARON, TONA or any mid-swap rate, but shall except €STR, SOFR and SONIA), and/or any page on which such benchmark may be published, becomes unavailable, or if the Issuer, the Calculation Agent, any Paying Agent or any other party responsible for the calculation of the Rate of Interest (as specified in the applicable Final Terms) are no longer permitted lawfully to calculate interest on any Notes by reference to such benchmark under the Benchmarks Regulation or otherwise. 

Such fallback arrangements include the possibility that the rate of interest could be set by reference to a Successor Rate or an Alternative Rate (both as defined in Condition 5(c)(iii)(D)), with or without the application of an Adjustment Spread (which, if applied, could be positive or negative, and would be applied with a view to reducing or eliminating, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to Noteholders arising out of the replacement of the relevant benchmark), and may include amendments to the Terms and Conditions of the Notes to ensure the proper operation of the successor or replacement benchmark, all as determined by the Independent Adviser and without the consent of the Noteholders. 

In certain circumstances, including where no Independent Adviser has been appointed or no Successor Rate or Alternative Rate (as applicable) is determined, other fallbacks rules may be used, which consist in the rate of interest for such Interest Period to be based on the rate which applied for the immediately preceding Interest Period, as set out in the risk factor above entitled "Risks related to the regulation and reform of “benchmarks”".

In addition, due to the uncertainty concerning the availability of Successor Rates and Alternative Rates and the involvement of an Independent Adviser, the relevant fallback provisions may not operate as intended at the relevant time.

Any such consequences could have a material adverse effect on the value of and return on any such Notes and as a consequence, Noteholders may lose part of their investment.

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 Notes linked to or referencing a “benchmark” or could have a material adverse effect on the value or liquidity of, and the amount payable under, the Notes linked to or referencing a “benchmark”. The Independent Adviser will also have discretion to adjust the relevant Successor Rate or Alternative Rate (as applicable) in the circumstances described above. Any such adjustment could have unexpected consequences and, due to the particular circumstances of each Noteholder, any such adjustment may not be favourable to each Noteholder.

The market has developed in relation to risk free rates as reference rates for Floating Rate Notes

Condition 5(c) allows Notes referencing the Euro short term rate (€STR), the Swiss Average Rate Overnight (SARON), the Sterling Overnight Index Average (SONIA), the Secured Overnight Financing Rate (SOFR) or the Tokyo Overnight Average (TONA) to be issued. The market has developed in relation to risk free rates, such as €STR, SARON, SONIA, SOFR and TONA as reference rate in the capital markets for Euro, Swiss francs, Sterling, U.S. Dollars and Japanese yen bonds, as applicable, and their adoption as alternative to the relevant interbank offered rates. However, the market or a significant part thereof may still adopt an application of risk free rates that differs significantly from that set out in the Terms and Conditions and used in relation to Floating Rate Notes that reference a risk free rate issued under this Base Prospectus. 

The developments of the use of €STR, SARON, SONIA, SOFR and TONA as interest reference rates for bond markets, of the use of €STR-, SARON-, SONIA-, SOFR- or TONA-based rates for such markets and of the market infrastructure for adopting such rates, could result in reduced liquidity or increased volatility or could otherwise affect the market price of the Notes. Interest on Notes which reference a risk free rate is only capable of being determined shortly prior to the relevant Interest Payment Date. 

In addition, as €STR is published by the European Central Bank, the Issuer has no control over its determination, calculation or publication. €STR might be discontinued or fundamentally altered in a manner that is materially adverse to the interests of Noteholders.

The mismatch between the adoption of such reference rates in the bond, loan and derivatives markets may have a material adverse effect on any hedging or other financial arrangements which they may put in place in connection with any acquisition, holding or disposal of any Notes. 

To the extent the €STR reference rate is discontinued or is no longer published as described in the Terms and Conditions, the applicable rate to be used to calculate the Rate of Interest on the Notes will be determined using the alternative methods described in Condition 5(c). Such methods may result in interest payments that are lower than, or do not otherwise correlate over time with, the payment that would have been made on the Notes if the €STR reference rate had been provided by the European Central Bank in its current form. Accordingly, an investment in any such Floating Rate Notes may entail significant risks not associated with similar investments in convention debt securities and, as a consequence, Noteholders may lose part of their investment.

In addition, market participants and relevant working groups are still exploring alternative reference rates based on risk-free rates, including various ways to produce term versions of certain risk-free rates (which seek to measure the market’s forward expectation of an average of these reference rates over a designated term, as they are overnight rates) or different measures of such risk-free rates. If the relevant risk-free rates do not prove to be widely used in securities like the Notes, the trading price of such Notes linked to such risk-free rates may be lower than those of Notes referencing indices that are more widely used.

The use of Secured Overnight Financing Rate (SOFR) or any related index as a reference rate is subject to important limitations

The rate of interest on the Notes may be calculated on the basis of SOFR, (as further described under Condition 5(c)(iii)(C)(f) of the Terms and Conditions of the Notes). 

In June 2017, the New York Federal Reserve’s Alternative Reference Rates Committee (the ARRC) announced SOFR as its recommended alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same as those of LIBOR. SOFR is a broad U.S. Treasury repo financing rate that represents overnight secured funding transactions. This means that SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR represents interbank funding over different maturities. As a result, SOFR may not perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, or regulatory events. For example, since publication of SOFR began in April 2018, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or other market rates.

As SOFR is an overnight funding rate, interest on SOFR-based Notes with interest periods longer than overnight will be calculated on the basis of either the arithmetic mean of SOFR over the relevant interest period or compounding SOFR during the relevant interest period. As a consequence of this calculation method, the amount of interest payable on each interest payment date will only be known a short period of time prior to the relevant interest payment date. Noteholders therefore will not know in advance the interest amount which will be payable on such Notes.

Although the Federal Reserve Bank of New York has published historical indicative SOFR information going back to 2014, such prepublication of historical data inherently involves assumptions, estimates and approximations. Noteholders should not rely on any historical changes or trends in the SOFR as an indicator of future changes in the SOFR.

Also, since the SOFR is a relatively new market index, 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. Market terms for debt securities indexed on SOFR, may evolve over time, and trading prices of the Notes may be lower than those of later-issued indexed debt securities as a result. Similarly, if the SOFR does not prove to be widely used in securities like the Notes, the trading price of the Notes may be lower than those of debt securities linked to indices that are more widely used. Noteholders 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 secondary market and may consequently suffer from increased pricing volatility and market risk.

The Federal Reserve Bank of New York notes on its publication page for SOFR that use of the SOFR is subject to important limitations and disclaimers, including that the Federal Reserve Bank of New York may alter the methods of calculation, publication schedule, rate revision practices or availability of the SOFR at any time without notice. In addition, SOFR is published by the Federal Reserve Bank of New York based on data received from other sources. The SOFR may be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the Noteholders. If the manner in which the SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction or elimination of the amount of interest payable on the Notes and a reduction in the trading prices of the Notes which would negatively impact the Noteholders who could lose part of their investment.

Fixed/Floating Rate Notes

Condition 5(d) allows for Fixed/Floating Rate Notes to be issued. Fixed/Floating Rate Notes may bear interest at a rate that (i) 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, or that (ii) the Issuer may elect to convert on the date set out in the Final Terms from a Fixed Rate to a Floating Rate, or from a Floating Rate to a Fixed Rate. The conversion (whether it be automatic or optional) of the interest rate will affect the secondary market and the market value of the Notes since the conversion may lead to a lower overall cost of borrowing. If a Fixed Rate is converted 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 a Floating Rate is converted to a Fixed Rate, the Fixed Rate may be lower than then prevailing rates on its Notes and any such volatility may have an adverse effect on the market value of the Notes.

Zero Coupon Notes

Condition 5(e) allows for Zero Coupon Notes to be issued. The prices at which Zero Coupon Notes, as well as other Notes issued at a substantial discount from their principal amount payable at maturity, trade in the secondary market tend to fluctuate more in relation to general changes in interest rates than do the prices for conventional interest-bearing securities of comparable maturities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities. Therefore, in similar market conditions, the holders of Zero Coupon Notes, as well as other securities issued at a substantial discount or premium from their principal amount, could be subject to higher losses on their investments than the holders of other instruments such as Fixed Rate Notes or Floating Rate Notes. Any such volatility may have an adverse effect on the market value of the Notes.

2.3        Risks linked to Notes denominated in Renminbi (RMB Notes)  

RMB is not completely freely convertible and there are still regulations on the remittance of RMB into and outside of the PRC

In accordance with Condition 5(k) and if RMB is specified as Specified Currency in the relevant Final Terms, RMB Notes may be issued. RMB is not completely freely convertible at present. The PRC government continues to regulate conversion between RMB and foreign currencies. 

Although from 1 October 2016, the RMB has been added to the Special Drawing Rights basket created by the International Monetary Fund and policies further improving accessibility to RMB to settle cross-border transactions in foreign currencies were implemented by the People’s Bank of China (the PBOC) in 2018, the PRC government may not liberalise control over cross-border remittance of RMB in the future or that new regulations in the PRC may be promulgated in the future which have the effect of regulating or eliminating the remittance of RMB into or outside the PRC. In the event that funds cannot be repatriated outside the PRC in RMB, this may affect the overall availability of RMB outside the PRC and the ability of the Issuer to source RMB to finance its obligations under RMB Notes, and therefore, the liquidity of the Notes denominated in RMB may be adversely affected.

There is only limited availability of RMB outside the PRC, which may affect the liquidity of RMB Notes and the Issuer’s ability to source RMB outside the PRC to service such RMB Notes

As a result of the regulations imposed by the PRC government on cross-border RMB fund flows, the availability of RMB outside the PRC is limited.  While the PBOC has entered into agreements on the clearing of RMB business (the Settlement Agreements) with financial institutions in a number of financial centres and cities (the RMB Clearing Banks), including but not limited to Hong Kong, and are in the process of establishing RMB clearing and settlement mechanisms in several other jurisdictions, the current size of RMB denominated financial assets outside the PRC is limited.

The relevant RMB Clearing Bank only has access to onshore liquidity support from the PBOC.

The offshore RMB market is subject to many constraints as a result of PRC laws and regulations on foreign exchange and may adversely affect the liquidity of Notes denominated in RMB. New PRC regulations may be promulgated or the Settlement Agreements may be terminated or amended so as to have the effect of restricting availability of RMB offshore.  The limited availability of RMB outside the PRC may affect the liquidity of the Notes denominated in RMB and, as a consequence, have an adverse effect on the value of such RMB Notes.

Payments in respect of the RMB Notes will only be made to Noteholders in the manner specified in the RMB Notes.

If RMB is specified as Specified Currency in the relevant Final Terms, all payments of RMB under Notes denominated in RMB to a Noteholder will be made solely by transfer to a RMB bank account maintained in Hong Kong by such Noteholder in accordance with the prevailing rules and regulations, except in the circumstances provided for by Condition 7(i). Other than as described in such Condition, the Issuer cannot be required to make payment by any other means. 

In addition, access to RMB for the purposes of making payments under such Notes may not remain or may become restricted. If it becomes impossible to convert RMB from/to another freely convertible currency, or transfer RMB between accounts in Hong Kong, or the general RMB exchange market in Hong Kong becomes illiquid, any payment of RMB under the Notes may be delayed or the Issuer may make such payments in US Dollars or, as the case may be, in Euro using an exchange rate determined by the Calculation Agent. Accordingly, Noteholders may receive less interest or principal than expected and this may result in a loss of part of their investment when converting such currency back into RMB, depending on the prevailing exchange rate at that time.

2.4        Risks related to Green Notes, Social Notes or Sustainability Notes

As described in the section "Use of Proceeds", the Final Terms relating to any specific Tranche of Notes may provide that such Notes constitute Green Notes, Social Notes or Sustainability Notes. In such case, it will be the Issuer’s intention to use an amount equivalent to the net proceeds from the issuance of such Green Notes, Social Notes or Sustainability Notes to finance and/or refinance, in whole or in part, investments in new or existing green and/or social projects (respectively, the Eligible Green Projects and the Eligible Social Projects) meeting certain eligibility criteria as further described in the Renault Sustainable Bond Framework (available on the website of the Issuer) and in the relevant Final Terms.

For reasons unexpected on the date of issue of Green Notes, Social Notes or Sustainability Notes and external to the Issuer, the relevant Eligible Green Projects and Eligible Social Projects may not be (i) capable of being implemented in, or substantially in, such manner and/or in accordance with any timing schedule or (ii) completed within any specified period or at all or with the results or outcome as originally expected or anticipated by the Issuer, acting in good faith. Any such event or failure by the Issuer will not constitute an Event of Default under such Green Notes, Social Notes or Sustainability Notes or give rise to any other claim of a Noteholder.

Regulation (EU) No 2020/852 on the establishment of a framework to facilitate sustainable investment (the EU Taxonomy Regulation), as supplemented by Delegated Regulation (EU) 2023/2486, established a single EU-wide classification system, or "taxonomy", which provides companies and investors with a common language for determining which economic activities can be considered environmentally sustainable and technical screening criteria for determining which economic activities can be considered as contributing substantially to one of the six environmental objectives of the EU Taxonomy Regulation, without such economic activity causing any significant harm to any of the other environmental objectives. Based on the Issuer’s own analysis, the Renault Sustainable Bond Framework (with respect to Eligible Green Projects only) is aligned with the EU Taxonomy Regulation (including Delegated Regulation (EU) 2023/2486), it being specified that there is no third party confirmation on such alignment as at the date of this Base Prospectus. Such analysis has been conducted by the Issuer after the publication of the Renault Sustainable Bond Framework and, therefor, the Renault Sustainable Bond Framework does not include such analysis as at the date of this Base Prospectus.

An Eligible Green Project and/or Eligible Social Project may not satisfy, whether in whole or in part, any future legislative or regulatory requirements, or any present or future investor expectations regarding such "green", "social", "sustainable" or other equivalently labelled performance objectives or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply. The expectations of investors 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.

Any failure to use an amount equivalent to the net proceeds of any issue of Green Notes, Social Notes or Sustainability Notes on Eligible Green Projects and/or Eligible Social Projects or to meet or continue to meet the investment requirements of certain environmentally, socially or sustainably focused investors with respect to such Green Notes, Social Notes or Sustainability Notes may have a material adverse effect on the value of such Green Notes, Social Notes or Sustainability Notes and also potentially on the value of any other Green Notes, Social Notes or Sustainability Notes which are intended to finance Eligible Green Projects and/or Eligible Social Projects. It may also have adverse consequences for certain investors with portfolio mandates to invest in green, social and/or sustainable assets.

3.         Risks related to legal issues regarding the Notes

French Insolvency Law

As a société anonyme with its registered office in France. In the event that the Issuer becomes insolvent, insolvency proceedings will be generally governed by the insolvency laws of France to the extent that, where applicable, the "centre of main interests" (as construed under Regulation (EU) 2015/848, as amended) of the Issuer is located in France. 

The Directive (EU) 2019/1023 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 has been transposed into French law by the Ordonnance n°2021-1193 dated 15 September 2021. Such Ordonnance has amended French insolvency laws notably with regard to the process of adoption of restructuring plans under insolvency proceedings. According to this Ordonnance, "affected parties" (including notably creditors, and therefore the Noteholders) shall be treated in separate classes for the purpose of adopting a restructuring plan. Classes shall be formed in such a way that each class comprises claims or interests with rights that reflect a sufficient commonality of interest based on verifiable criteria. Noteholders will no longer deliberate on the proposed restructuring plan in a separate assembly, meaning that they will no longer benefit from a specific veto power on this plan. Instead, as any other affected parties, the Noteholders will be grouped into one or several classes (with potentially other types of creditors) and their dissenting vote may possibly be overridden by a cross-class cram down.

The decision of each class is taken by a two-third (2/3^rd) majority of the voting rights of the participating members, no quorum being required.

If the restructuring plan is not approved by all classes of affected parties, it can still be ratified by the court at the request of the Issuer or the receiver with the Issuer’s consent and be imposed on dissenting classes through a cross-class cram down, under certain conditions.

For the avoidance of doubt, the provisions relating to the representation of 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.

The commencement of insolvency proceedings against the Issuer would have a material adverse effect on the market value of Notes. As a consequence, any decision taken by a class of affected parties, could negatively and significantly impact the Noteholders and cause them to lose all or part of their investment, should they not be able to recover all or part of the amounts due to them from the Issuer.

Modification, waivers and substitution of the Terms and Conditions of the Notes 

Condition 11 provides that the Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a Masse, as defined in Condition 11, and a General Meeting can be held or a Consultation in Writing (each as defined in Condition 11 hereafter) can be taken (together, the Collective Decisions). Condition 11 permits 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 consent to the Consultation in Writing or Noteholders who voted in a manner contrary to the majority. Noteholders may through Collective Decisions deliberate 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. If a decision is adopted by a majority of Noteholders and such modifications were to impair or limit the rights of the Noteholders, this may have a negative impact on the market value of the Notes.

By exception to the above provisions, Condition 11(i) provides that the provisions of Article L.22865 I. 1° and 3° of the French Code de commerce (respectively providing for a prior approval by the General Meeting of the Noteholders (i) of any change in corporate purpose or form of the Issuer and

(ii) of any proposal to merge or demerge the Issuer in the cases referred to in Articles L.236-14 and L.236-23 of the French Code de commerce (only to the extent that such proposal relates to a merger or demerger with or into another entity of the Group)) shall not apply to the Notes. As a result of these exclusions, the prior approval of the Noteholders will not have to be obtained on any such matters which may affect their interests generally.

DOCUMENTS INCORPORATED BY REFERENCE

The information included in the sections of the following documents, which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the AMF, shall be incorporated in, and form part of, this Base Prospectus:

(a)                the press release dated 24 April 2025 issued by the Issuer relating to the unaudited financial information of the Issuer for the first quarter ended 31 March 2025 (the 2025 Q1 Press Release) (https://ml-eu.globenewswire.com/Resource/Download/f4563814-4b43-4965-a288-97a07b768915);

(b)                the sections referred to in the table below included in the French version of the 2024 Universal Registration Document of the Issuer which has been filed with the AMF under n°D.25-0090 on 13 March 2025. The French language version of the 2024 sections specifically referred to in the table below are designated as the 2024 Universal Registration Document or the 2024 URD (https://mleu.globenewswire.com/Resource/Download/acbe2a4d-306d-45b8-8f04-cbe175bc7b29);

(c)                the sections referred to in the table below included in the French version of the 2023 Universal Registration Document of the Issuer which has been filed with the AMF under n°D.24-0107 on 14 March 2024. The French language version of the 2023 sections specifically referred to in the table below are designated as the 2023 Universal Registration Document or the 2023 URD

(https://www.renaultgroup.com/wp-

content/uploads/2024/03/renault_deu_2023__fr__202403141014.pdf);

(d)                the section "Terms and Conditions of the Notes" of the following base prospectuses (together the Previous EMTN Conditions) relating to the Programme:

(i)                 the base prospectus dated 18 June 2021 (pages 31 to 67) filed with the AMF under number 21-237 (https://assets.renaultgroup.com/uploads/2024/09/base-prospectus-juin-2021.pdf);

(ii)               the base prospectus dated 18 June 2020 (pages 29 to 61) filed with the AMF under number

20-263 (https://assets.renaultgroup.com/uploads/2024/09/base-prospectus-EMTN-2020.pdf);

(iii)             the base prospectus dated 17 May 2019 (pages 39 to 71) filed with the AMF under number 19-213 (https://assets.renaultgroup.com/uploads/2024/09/EMTN2019.pdf);

(iv)              the base prospectus dated 5 July 2018 (pages 33 to 60) filed with the AMF under number 18287 (https://assets.renaultgroup.com/uploads/2024/09/base-prospectus-2018.pdf), and

(v)                the base prospectus dated 7 June 2017 (pages 79 to 107) filed with the AMF under number

                                17-260                               (https://assets.renaultgroup.com/uploads/2024/09/renault_2017_-

_base_prospectus_with_visa-final.pdf).

Any information not listed in the cross-reference table below but included in the documents containing the sections incorporated by reference is considered as additional information given for information purposes only, is not required by the schedules of Commission Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation (as amended, the Commission Delegated Regulation), and is not part of this Base Prospectus. Non-incorporated parts of the documents listed above are either not relevant for the investors or covered elsewhere in this Base Prospectus.

For information purposes only, the English language translations of (i) the 2024 Universal Registration Document and (ii) the 2023 Universal Registration Document are available on the website of the Issuer (www.renaultgroup.com). For ease of reference, the page numbering of the English language translations of the documents containing the information incorporated by reference is identical to the French versions. These English language translations are not incorporated by reference herein. 

Following the publication of this Base Prospectus a supplement may be prepared by the Issuer and approved by the AMF in accordance with Article 23 of the Prospectus Regulation and Article 18 of Commission Delegated Regulation (EU) 2019/979, as amended. Statements contained in any such supplement (or contained in any section incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a section which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.

This Base Prospectus and all the documents containing the information incorporated by reference will be published on the website of the Issuer (www.renaultgroup.com). This Base Prospectus, the 2024 Universal Registration Document and the 2023 Universal Registration Document will also be available on the website of the AMF (www.amf-france.org). The Final Terms related to Notes admitted to trading on any Regulated Market will be published on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.renaultgroup.com).

For the purposes of the Prospectus Regulation, the information incorporated by reference in this Base Prospectus is set out in the cross-reference table below. For the avoidance of doubt, the information requested to be disclosed by the Issuer as a result of Annex 7 of the Commission Delegated Regulation and not referred to in the cross-reference table below is contained in the relevant sections of this Base Prospectus. 

The information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus unless that information is incorporated by reference into the Base Prospectus and has not been scrutinised or approved by the AMF.

CROSS-REFERENCE LIST RELATING TO INFORMATION INCORPORATED BY REFERENCE

The Previous EMTN Conditions are incorporated by reference in this Base Prospectus for the purpose only of further issues of Notes to be assimilated (assimilées) and form a single series with Notes already issued under the relevant Previous EMTN Conditions. 

Non-incorporated parts of the base prospectuses of the Issuer dated 18 June 2021, 18 June 2020, 17 May 2019, 5 July 2018 and 7 June 2017 respectively are not relevant for investors.

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 23 of the Prospectus Regulation and Article 18 of Commission Delegated Regulation (EU) 2019/979, as amended, following the occurrence of a significant new factor, material mistake or material inaccuracy relating to the information included or incorporated by reference in this Base Prospectus which may affect the assessment of any Notes, the Issuer will prepare and make available an appropriate Supplement to this Base Prospectus or a restated Base Prospectus, which in respect of any subsequent issue of Notes or on a Regulated Market of a Member State of the European Economic Area, shall constitute a Supplement to the Base Prospectus for the purpose of the relevant provisions of the Prospectus Regulation.

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to completion with the provisions of the relevant Final Terms, shall be applicable to the Notes. In the case of Dematerialised 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. In the case of Materialised Notes, either (i) the full text of these terms and conditions together with the relevant provisions of the Final Terms or (ii) these terms and conditions as so amended or supplemented (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed or attached on Definitive Materialised Bearer Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Final Terms. 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.

The Notes are issued by Renault S.A. (the Issuer or Renault) with the benefit of an amended and restated agency agreement dated 7 May 2025 between the Issuer and BNP PARIBAS as fiscal agent (the Agency Agreement). The fiscal agent, the paying agent, the redenomination agent, the consolidation agent and the calculation agent(s) for the time being (if any) are referred to below respectively as the Fiscal Agent, the Paying Agents (which expression shall include the Fiscal Agent), the Redenomination Agent, the Consolidation Agent and the Calculation Agent(s). References below to Conditions are, unless the context requires otherwise, to the numbered paragraphs below.

Certain defined terms contained in the 2013 FBF Master Agreement relating to transactions on forward financial instruments as supplemented by the Technical Schedules published by the Fédération Bancaire Française (FBF) (together the FBF Master Agreement) have either been used or reproduced in Condition 5 below.

Copies of the Agency Agreement and of the FBF Master Agreement are available for inspection during normal business hours at the specified offices of each of the Paying Agents.

For the purpose of these Terms and Conditions, Regulated Market means any regulated market situated in a Member State of the European Economic Area (EEA) as defined in the Markets in Financial Instrument Directive 2014/65/EU, as amended.

1.          Form, Denomination(s), Title, Redenomination and Currency

(a)                Form: Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised form (Materialised Notes).

(i)                 Title to Dematerialised Notes will be evidenced in accordance with Article L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et financier by book entries (inscriptions en compte). No physical document of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be issued in respect of the Dematerialised Notes.

Dematerialised Notes are issued, at the option of the Issuer, 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 either in 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).

Unless this possibility is expressly excluded in the relevant Final Terms and to the extent permitted by applicable law, the Issuer may at any time request from the central depositary identification information of the Noteholders such as the name or the company name, nationality, date of birth or year of incorporation and mail address or, as the case may be, email address of holders of Dematerialised Notes in bearer form (au porteur).

For the purpose of these Conditions, Account Holder means any authorised intermediary institution entitled to hold accounts, directly or indirectly, with Euroclear France, and includes Euroclear Bank SA/NV (Euroclear) and the depositary bank for Clearstream Banking S.A. (Clearstream).

(ii)               Materialised Notes are issued in bearer form (Materialised Bearer Notes). Materialised Bearer Notes are serially numbered and are issued with coupons (each, a Coupon) and, where appropriate, a talon (a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. 

In accordance with Article L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et financier, securities (such as Notes) which are governed by French law and are in materialised form must be issued outside the French territory.

Materialised Notes and Dematerialised Notes may also be cleared through one or more clearing system(s) other than or in addition to Euroclear France, Euroclear and/or Clearstream, as may be specified in the relevant Final Terms.

(b)                Denomination(s): Notes shall be issued in the specified denomination(s) as set out in the relevant Final Terms (the Specified Denomination(s)) save that the minimum denomination of each Note admitted to trading on a Regulated Market in circumstances which require the publication of a Base

Prospectus under the Prospectus Regulation will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date) or such other higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency). Dematerialised Notes shall be issued in one Specified Denomination only.

Unless permitted by the then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one (1) year and in respect of which the issue proceeds are to be accepted by the Issuer in the UK or whose issue otherwise constitutes a contravention of section 19 of the Financial Services and Markets Act 2000 must have a minimum redemption amount of £100,000 (or its equivalent in other currencies).

(c)                Title:

(i)                 Title to Dematerialised 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 Dematerialised 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)               Title to Materialised Bearer Notes in definitive form having, where appropriate, Coupons and/or a Talon attached thereto on issue (Definitive Materialised Bearer Notes), shall pass by delivery.

(iii)             Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Note (as defined below), Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, or an interest in it, any writing on it or its theft or loss and no person shall be liable for so treating the holder.

(iv)              In these Conditions, holder of Notes or holder of any Note, or Noteholder means (i) in the case of Dematerialised Notes, 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; (ii) in the case of Definitive Materialised Notes, the bearer of any Definitive Materialised Bearer Note and the Coupons (Couponholder being construed accordingly), or Talon relating to it, and (iii) in the case of Materialised Notes in respect of which a Temporary Global Certificate has been issued and is outstanding, each person (other than a clearing institution) who appears as a holder of such Notes or of a particular nominal amount of interests in such Notes, in accordance with the applicable laws and regulations and with the applicable rules and procedures of any relevant clearing institution including, without limitation, Euroclear France, Euroclear or Clearstream, as appropriate.

(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, Coupon or Talon, by giving at least thirty (30) calendar days’ notice in accordance with Condition 15 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 (the EC), as amended from time to time (the Treaty)), or events have occurred which have substantially the same effects (in either case, EMU), redenominate all, but not some only, of the Notes of any Series into Euro and adjust the aggregate principal amount and the Specified Denomination(s) set out in the relevant Final Terms accordingly, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the Redenomination Date.

(ii)               The redenomination of the Notes pursuant to Condition 1(d)(i) 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 resultant figure to the nearest Euro 0.01 (with Euro 0.005 being rounded upwards). If the Issuer so elects, the figure resulting from conversion of the principal amount of each Note using the fixed relevant national currency Euro conversion rate shall be rounded down to the nearest Euro. The Euro denominations of the Notes so determined shall be notified to Noteholders in accordance with Condition 15. 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 14, without the consent of the holder of any Note, Coupon or Talon, make any changes or additions to these Conditions or Condition 14 (including, without limitation, any change to any applicable business day definition, business day convention, principal financial centre of the country of the Specified Currency, interest accrual basis or benchmark), taking into account market practice in respect of redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of such holders. Any such

changes or additions shall, in the absence of manifest error, be binding on the holders of Notes, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 15 as soon as practicable thereafter.

(v)                Neither the Issuer nor any Paying Agent shall be liable to the holder of any Note, Coupon or Talon 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)        Currency

Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in Euro, U.S. Dollars, Japanese yen, Swiss francs, Sterling, Renminbi, Australian Dollars, Singaporean Dollars and in any other currency agreed between the Issuer and the relevant Dealers, as such currency shall be specified in the relevant Final Terms.

2.         Conversion and Exchanges of Notes

(a)        Dematerialised Notes

(i)                 Dematerialised Notes issued in bearer form (au porteur) may not be converted into Dematerialised Notes in registered form, whether in fully registered form (au nominatif pur) or in administered registered form (au nominatif administré).

(ii)               Dematerialised Notes issued in registered form (au nominatif) may not be converted into Dematerialised Notes in bearer form (au porteur).

(iii)             Dematerialised 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.

(b)        Materialised Notes

Materialised Bearer Notes of one Specified Denomination may not be exchanged for Materialised Bearer Notes of another Specified Denomination.

3.         Status

The Notes and, where applicable, any relative Coupons are direct, general, unconditional, unsecured (subject to the provisions of Condition 4) and unsubordinated obligations of the Issuer and rank and will rank pari passu and without any preference among themselves and (subject to such exceptions as are from time to time mandatory under French law) equally and rateably with all other present or future unsecured and unsubordinated obligations of the Issuer.

4.         Negative Pledge

So long as any of the Notes or, if applicable, any Coupons relating to them, remains outstanding, the Issuer will not create or permit to subsist any mortgage, charge, pledge, lien or other security interest upon the whole or any part of its assets, present or future, to secure any present or future Indebtedness (as defined below) incurred or guaranteed by it (whether before or after the issue of the Notes) unless the Issuer’s obligations under the Notes and Coupons are equally and rateably secured therewith.

For the purposes of this Condition, Indebtedness means any indebtedness for borrowed money, represented by bonds, notes, debentures or other assimilated debt securities which are for the time being, or are capable of being, quoted, admitted to trading or ordinarily traded in on any stock exchange, over-the-counter-market or other securities 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.

Benchmark means any of the reference rates as set out in the relevant Final Terms among

SONIA/EURIBOR/CMS Rate/€STR/SOFR/SARON/TONA or any other reference rate as specified in the relevant Final Terms.

Business Day means:

(i)                 in the case of Euro, a day on which the Trans European Automated Real Time Gross

Settlement Express Transfer System (T2) or any successor or replacement thereto (the T2 System) is operating (a T2 Business Day) and/or

(ii)               in relation to any sum payable in Renminbi, a day on which commercial banks and foreign exchange markets settle payments in Renminbi in Hong Kong and in the relevant Business Centre(s) (if any) and/or 

(iii)             in the case of a specified currency other than Euro and Renminbi, 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

(iv)              in the case of 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) or, if no currency is indicated, generally in each of the Business Centres so specified.

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 Relevant Time on the 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 leading swap dealers in the inter-bank market, (ii) where the Reference Currency is Sterling, the principal London office of five 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 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 leading swap dealers in the Relevant Financial Centre inter-bank market, in each case selected by the Calculation Agent. 

Designated Maturity, Margin, Reference Currency and Relevant Screen Page shall have the meaning given to those terms in the applicable Final Terms. 

Relevant Swap Rate means: 

(i)                 where the Reference Currency is Euro, the mid-market annual swap rate determined on the basis of the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating euro interest rate swap transaction with a term equal to the Designated Maturity commencing on the first day of the relevant Interest 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, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes) with a designated maturity determined by the Calculation Agent by reference to standard market practice and/or the ISDA Definitions; and

(ii)               where the Reference Currency is any other currency or if the Final Terms specify otherwise, the mid-market swap rate as determined in accordance with the applicable Final Terms.

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 day of such period to but excluding the last) (whether or not constituting an Interest 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 nonleap 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 Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation 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 Calculation Period is longer than one Determination Period, the sum of:

the number of days in such Calculation 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

the number of days in such Calculation 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

Determination Date means the date specified in the relevant Final Terms or, if none is so specified, the Interest Payment Date; and

Determination Period means the period from and including a Determination Date in any year to but excluding the next Determination Date.

(iv)              if Actual/365 (Fixed) is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365;

(v)                if Actual/360 is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 360;

(vi)              if 30/360, 360/360 or Bond Basis is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (b) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)); and

(vii)            if 30E/360 or Eurobond Basis is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of a Calculation Period ending on the Maturity Date, the Maturity Date is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month);

Effective Date means, with respect to any Floating Rate to be determined on an Interest Determination Date, the date specified as such in the relevant Final Terms or, if none is so specified, the first day of the Interest Accrual Period to which such Interest Determination Date relates;

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 establishing the European Community, as amended;

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 may be supplemented or amended as at the Issue Date;

Interest Accrual Period means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date;

Interest Amount means the amount of interest payable, and in the case of Fixed Rate Notes, means the Fixed Coupon Amount or Broken Amount, as the case may be;

Interest Commencement Date means the Issue Date or such other date as may be specified in the relevant Final Terms (except for Zero Coupon Notes);

Interest Determination Date means, with respect to a Rate of Interest and Interest Accrual Period or the interest amount in relation to the RMB Notes, the date specified as such in the relevant Final Terms or, if none is so specified, (i) the day falling two (2) T2 Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is Euro or (ii) the first day of such Interest Accrual

Period if the Specified Currency is Sterling or (iii) the day falling two (2) Business Days in the city specified in the Final Terms for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor Euro;

Interest Payment Date means the date(s) specified 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;

Interest Period Date means each Interest Payment Date unless otherwise specified in the relevant Final Terms;

ISDA Definitions means the 2021 ISDA Interest Rate Derivatives Definitions, published by the International Swaps and Derivatives Association, Inc. (ISDA) and as amended and updated as of the Issue Date of the first Tranche of the relevant Series;

Issue Date means for a given issue the date of settlement of such Notes, as specified in the relevant Final Terms;

Make-Whole Calculation Agent means the international credit institution or financial services institution or any other competent entity of recognised standing with appropriate expertise appointed by the Issuer in relation to a Series of Notes, as specified as such in the relevant Final Terms;

Page means such page, section, caption, column or other part of a particular information service (including, but not limited to, Reuters Markets 3000 (Reuters)) as may be specified for the purpose of providing a Relevant Rate, 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 Relevant Rate;

Rate of Interest means the rate of interest applicable from time to time in respect of the Notes and that is specified in the relevant Final Terms;

Reference Banks means the institutions specified as such in the relevant Final Terms or, if none, four major banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the Benchmark (which, if EURIBOR or €STR is the relevant Benchmark, shall be the Euro-zone);

Relevant Financial Centre means, with respect to any Floating Rate to be determined in accordance with a Screen Rate Determination on an Interest Determination Date, the financial centre as may be specified as such in the relevant Final Terms or, if none is so specified, the financial centre with which the relevant Benchmark is most closely connected (which, in the case of EURIBOR or €STR, shall be the Euro-zone) or, if none is so connected, Paris;

Relevant Rate means the Benchmark for a Representative Amount of the Specified Currency for a period (if applicable or appropriate to the Benchmark) equal to the Specified Duration commencing on the Effective Date;

Relevant Time means, with respect to any Interest Determination Date, the local time in the Relevant Financial Centre specified in the relevant Final Terms or, if no time is specified, the local time in the Relevant Financial Centre at which it is customary to determine bid and offered rates in respect of deposits in the Specified Currency in the interbank market in the Relevant Financial Centre and for this purpose local time means, with respect to Europe and the Euro-zone as a Relevant Financial Centre, 11.00 a.m., Brussels time;

Representative Amount means, with respect to any Floating Rate to be determined in accordance with a Screen Rate Determination on an Interest Determination Date, the amount specified as such in the relevant Final Terms or, if none is specified, an amount that is representative for a single transaction in the relevant market at the time;

RMB Note means a Note denominated in Renminbi;

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; and

Specified Duration means, with respect to any Floating Rate to be determined in accordance with a Screen Rate Determination on an Interest Determination Date, the duration specified in the relevant Final Terms or, if none is specified, a period of time equal to the relative Interest Accrual Period, ignoring any adjustment pursuant to Condition 5(c)(ii).

(b) Interest on Fixed Rate Notes other than Fixed Rate Notes denominated in RMB: 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 on each Interest Payment Date.

If a Fixed Coupon Amount or a broken amount (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  

(i)                 Interest Payment Dates: Each Floating 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 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 period shown in the relevant Final Terms as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

(ii)               Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified in the relevant Final Terms 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 date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.

(iii)             Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the provisions below relating to either

FBF Determination or 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. 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 (Taux Variable) is as specified in the relevant Final Terms; and

(b)                the relevant Floating Rate Determination Date (Date de Détermination du Taux Variable) is the first day of that Interest Accrual Period unless otherwise specified in the relevant Final Terms.

For the purposes of this sub-paragraph (A), Floating Rate (Taux Variable), Floating Rate Determination Date (Date de Détermination du Taux Variable) and Transaction (Transaction) have the meanings given to those terms in the FBF Definitions, provided that Euribor means the rate calculated for deposits in euro which appears on Reuters Page EURIBOR01, as more fully described in the relevant Final Terms and Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms.

(B)              ISDA Determination for Floating Rate Notes

Where ISDA 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 ISDA Rate. For the purposes of this sub-paragraph (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 ISDA Definitions and under which:

I.                    the Floating Rate Option is as specified in the relevant Final Terms;

II.                  the Designated Maturity, if applicable, is a period specified in the relevant Final Terms;

III.               the relevant Reset Date is the first day of that Interest Accrual Period or such other date as specified in the relevant Final Terms;

IV.               references to Confirmation shall be references to the relevant Final Terms;

V.                 the relevant Fixing Day is the date specified in the applicable Final Terms or, in the absence thereof, as defined in the ISDA Definitions;

VI.               the Effective Date is, unless otherwise specified in the applicable Final

Terms, the Interest Commencement Date;

VII.            the Termination Date is, unless otherwise specified in the applicable Final Terms, the Maturity Date;

VIII.          the relevant Calculation Period is as specified in the applicable Final Terms or, in the absence thereof, the relevant Interest Period (as defined in these Conditions); and

IX.               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:

-                 For the purpose of the Compounding method, 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;

-                 If Compounding with Lookback is specified as applicable in the Final Terms, then 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 ISDA Definitions, or (z) if no such number is specified for the relevant Floating Rate Option, five (5);

-                 If Compounding with Observation Period Shift is specified as applicable in the Final Terms, then 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 ISDA Definitions, or (z) if no such number is specified for the relevant Floating Rate Option, five (5); and

-                 If Compounding with Lockout is applicable if specified as applicable in the Final Terms, then 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 in the 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), except as otherwise defined in such subparagraph, Compounding with Lockout, Compounding with Lookback, Compounding with Observation Period Shift, Delayed Payment, Designated Maturity, Effective Date, Floating Rate Option, Floating Rate, Lockout Period Business Day, Lockout, Lookback, Observation Period Shift, OIS Compounding,

Overnight Floating Rate Option, Period End Date, Set in Advance and Swap Transaction have the meanings given to those terms in the ISDA Definitions and Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms.

The provisions relating to "Linear Interpolation" set out in the ISDA Definitions shall apply to an ISDA Rate where "2021 ISDA Definitions Linear Interpolation" is specified as applicable in the applicable Final Terms. For such purpose, references to "Relevant Rate" under the ISDA Definitions shall be deemed to be references to the ISDA Rate.

                                (C)       Screen Rate Determination for Floating Rate Notes 

Where Screen Rate 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 (or by any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms) at or about the Relevant Time on the Interest Determination Date in respect of such Interest Accrual Period in accordance with the following:

(a) if the Primary Source for Floating Rate is a Page, subject as provided below or (if applicable) in Condition 5(c)(iii)(D) (Benchmark discontinuation) below, the Rate of Interest shall be:

(i)                 the Relevant Rate (where such Relevant Rate on such Page is a composite quotation or is customarily supplied by one entity); or

(ii)               the arithmetic mean of the Relevant Rates of the persons whose Relevant Rates appear on that Page,

in each case appearing on such Page at the Relevant Time on the Interest Determination Date;

(b)                if the Primary Source for the Floating Rate is Reference Banks or if subparagraph (a)(i) applies and no Relevant Rate appears on the Page at the Relevant Time on the Interest Determination Date or if sub-paragraph (a)(ii) applies and fewer than two (2) Relevant Rates appear on the Page at the Relevant Time on the Interest Determination Date, subject as provided below or (if applicable) in Condition 5(c)(iii)(D) (Benchmark discontinuation) below, the Rate of Interest shall be the arithmetic mean of the Relevant Rates that each of the Reference Banks is quoting to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date, as determined by the Calculation Agent (or by any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms); and

(c)                if paragraph (b) above applies and the Calculation Agent (or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms) determines that fewer than two (2) Reference Banks are so quoting Relevant Rates, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) that the Calculation Agent determines to be the rates (being the nearest equivalent to the Benchmark) in respect of a Representative Amount of the Specified Currency that at least two out of five leading banks selected by the Calculation Agent in the principal financial centre of the country of the Specified Currency or, if the Specified Currency is Euro, in the Euro-zone as selected by the Calculation Agent (the Principal Financial Centre) are quoting at or about the Relevant Time on the date on which such banks would customarily quote such rates for a period commencing on the Effective Date for a period equivalent to the Specified Duration (I) to leading banks carrying on business in Europe, or (if the Calculation Agent determines that fewer than two of such banks are so quoting to leading banks in Europe) (II) to leading banks carrying on business in the Principal Financial Centre; except that, if fewer than two of such banks are so quoting to leading banks in the Principal Financial Centre, the Rate of Interest shall be the Rate of Interest determined on the previous Interest Determination Date (after readjustment for any difference between any Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to the preceding Interest Accrual Period and to the relevant Interest Accrual Period).

(d)                CMS Rate Notes: 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 Benchmark in respect of the Floating Rate Notes is specified as being CMS Rate, the Rate of Interest for each Interest Accrual Period will, subject as provided below or (if applicable) in Condition 5(c)(iii)(D) (Benchmark discontinuation) below, be determined by the Calculation Agent by reference to the following formula: 

CMS Rate + Margin

If the Relevant Screen Page is not available, the Calculation Agent shall request each of the CMS Reference Banks to provide the Calculation Agent with its quotation for the Relevant Swap Rate (as defined above) at approximately the Relevant Time on the Interest Determination Date in question. 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) and the lowest quotation (or, in the event of equality, one of the lowest).

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 standard market practice.

For the purpose of this Conditions 5(c)(iii)(C)(d), Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms.

(e) €STR Notes: 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 Benchmark in respect of the Floating Rate Notes is specified as being €STR, the Rate of Interest for each Interest Accrual Period 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) plus or minus (as indicated in the applicable Final Terms) the Margin (if any) and will be calculated by the Calculation Agent (as defined below) on the relevant 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:

If the €STR is not published, as specified above, on any particular T2 Business

Day and no €STR Index Cessation Event (as defined below) has occurred, the

€STR for such T2 Business Day shall be the rate equal to €STR in respect of the last T2 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 T2 Business Day and both an €STR Index Cessation Event and an €STR Index Cessation Effective Date have occurred, the rate of €STR for each T2 Business Day in the relevant Observation Period on or after such €STR Index Cessation Effective Date will be determined as if references to €STR were references to the ECB Recommended Rate.

If no ECB Recommended Rate has been recommended before the end of the first T2 Business Day following the date on which the €STR Index Cessation Event occurs, then the rate of €STR for each T2 Business Day in the relevant

Observation Period on or after the €STR Index Cessation Effective Date will be determined as if references to €STR were references to the Modified EDFR. 

If an ECB Recommended Rate has been recommended and both an ECB Recommended Rate Index Cessation Event and an ECB Recommended Rate Index Cessation Effective Date subsequently occur, then the rate of €STR for each T2 Business Day in the relevant 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 15.

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions by the Calculation Agent, (i) the Rate of Interest shall be that determined as at the last preceding Interest Determination Date (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 T2 Business Day in the relevant Observation Period on or after such €STR Index Cessation Effective Date were references to the latest published ECB Recommended Rate or, if EDFR is published on a later date than the latest published ECB Recommended Rate, the Modified EDFR. 

For the purpose of this paragraph (e):

Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms; d is the number of calendar days in the relevant Interest Accrual Period; d_o is the number of T2 Business Days in the relevant Interest Accrual Period; 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 Issuer and notified by the Issuer to the Calculation Agent;

ECB Recommended Rate Index Cessation Event means the occurrence of one or more of the following events, as determined by the Issuer and notified by the Issuer to the Calculation Agent:

a)       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

b)      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 Issuer and notified by the Issuer to the Calculation Agent;

ECB €STR Guideline means Guideline (EU) 2019/1265 of the European Central Bank of 10 July 2019 on the euro short-term rate (€STR) (ECB/2019/19), as amended from time to time;

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:

a)       if no ECB Recommended Rate is recommended before the end of the first T2 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) T2 Business Days immediately preceding the date on which the €STR Index Cessation Event occurred; or

b)      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) T2

Business Days immediately preceding the date on which the ECB Recommended Rate Index Cessation Event occurred;

€STR means, in respect of any T2 Business Day, the interest rate representing the wholesale Euro unsecured overnight borrowing costs of banks located in the Euro area 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 (as defined below) 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 T2 Business Day immediately following such T2 Business Day;

€STR_i-pTBD means, in respect of any T2 Business Day falling in the relevant

Observation Period, the €STR for the T2 Business Day falling "p" T2 Business Days prior to the relevant T2 Business Day "i";

€STR Index Cessation Event means the occurrence of one or more of the following events, as determined by the Issuer and notified by the Issuer to the Calculation Agent:

a)       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

b)      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 Issuer and notified by the Issuer to the Calculation Agent;

i is a series of whole numbers from one to d_o, each representing the relevant T2 Business Day in chronological order from, and including, the first T2 Business Day in the relevant Interest Accrual Period, to, but excluding, the Interest Payment Date corresponding to such Interest Accrual Period;

Modified EDFR means a reference rate equal to the EDFR plus the EDFR Spread;

n_i for any T2 Business Day "i" is the number of calendar days from, and including, the relevant T2 Business Day "i" up to, but excluding, the immediately following T2 Business Day in the relevant Interest Accrual Period;

Observation Look-Back Period is as specified in the applicable Final Terms;

Observation Period means in respect of any Interest Accrual Period, the period from and including the date falling "p" T2 Business Days prior to the first day of the relevant Interest Accrual Period (and the first Observation Period shall begin on and include the date falling "p" T2 Business Days prior to the Interest Commencement Date) and ending on, but excluding, the date falling "p" T2 Business Day prior to the Interest Payment Date of such Interest Accrual Period (or the date falling "p" T2 Business Day 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 T2 Business Days included in the Observation Look-Back Period; and

Website of the European Central Bank means the website of the European Central Bank currently at http://www.ecb.europa.euor any successor website officially designated by the European Central Bank.

(f) SOFR Notes: 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 will be calculated by the Calculation Agent (as defined below) as follows:

(i)                 if SOFR Arithmetic Mean is specified as applicable in the relevant Final Terms, the Rate of Interest for each Interest Period shall be the arithmetic mean of the SOFR rates for each day during the period,

plus or minus (as specified in the Final Terms) the Margin (if any), as calculated by the Calculation Agent, where the SOFR rate on the SOFR Rate Cut-Off Date shall be used for the days in the period from (and including) the SOFR Rate Cut-Off Date to (but excluding) the Interest Payment Date (excluded); or 

(ii)               if SOFR Lockout Compound is specified as applicable in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be USD-SOFR-LOCKOUT-COMPOUND plus or

minus (as indicated in the Final Terms) the Margin (if any); or 

(iii)             if SOFR Lookback Compound is specified as applicable in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be USD-SOFR-LOOKBACK-COMPOUND plus or minus (as indicated in the Final Terms) the Margin (if any); or

(iv)              if SOFR Shift Compound is specified as applicable in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be USD-SOFR-SHIFT-COMPOUND plus or minus

(as indicated in the Final Terms) the Margin (if any); or

(v)                if SOFR Index Average is specified as applicable in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be USD-SOFR-INDEX-AVERAGE plus or minus (as indicated in the Final Terms) the Margin (if any).

For the purpose of this paragraph (f):

If the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the

Issuer, 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 another independent financial institution or independent financial adviser with appropriate expertise appointed by the

Issuer, will have the right to make Benchmark Replacement Conforming Changes from time to time.

If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be made by the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, pursuant to this Condition 5(c)(iii)(C), including any determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: will be conclusive and binding absent manifest error; will be made in the sole discretion of the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, as applicable; and notwithstanding anything to the contrary in the documentation relating to the Programme or the Notes, shall become effective without consent from the holders of the Notes or any other party.

Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms.

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 CutOff Date, as follows, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, 0.000005 being rounded upwards:

Where:

d means the number of calendar days in the relevant Interest Period; d₀, for any Interest Period, means the number of U.S. Government Securities Business Days in the relevant Interest 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 Period;

n_i for any U.S. Government Securities Business Day "i" in the relevant Interest 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");

SOFR_i means, for any U.S. Government Securities Business Day "i" in the relevant Interest Period, SOFR in respect of that day "i";

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 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 Period; provided, however, that the SOFR with respect to each SOFR Interest Reset Date in the period from and including, the SOFR Rate Cut-Off Date to, but excluding, the corresponding Interest Payment Date of an Interest Period, will be the SOFR with respect to the SOFR Rate Cut-Off Date for such Interest Period;

USD-SOFR-LOOKBACK-COMPOUND means the rate of return of a daily compounded 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 Interest

Determination Date, as follows, and the resulting percentage will be rounded if necessary to the nearest one hundred-thousandth of a percentage point, 0.000005 being rounded upwards:

Where: d means the number of calendar days in the relevant Interest Period; d₀, for any Interest Period, means the number of U.S. Government Securities Business Days in the relevant Interest Period;

i means a series of whole numbers from one to d₀, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Interest Period;

Interest Determination Date means, in respect of each Interest Period, the date “p” U.S. Government Securities Business Days before each Interest Payment Date;

n_i for any U.S. Government Securities Business Day "i" in the relevant Interest 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");

Observation Look-Back Period is as specified in the Final Terms;

p means in relation to any Interest Period, the number of U.S. Government Securities Business Days included in the Observation Look-Back Period;

SOFR_i-pUSGSBD means, for any U.S. Government Securities Business Day "i" in the relevant Interest 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 compounded 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 each Interest Determination Date, as follows, and the resulting percentage will be rounded if necessary to the nearest one hundred-thousandth of a percentage point, 0.000005 being rounded upwards:

Where:

d means the number of calendar days in the relevant Observation Period;

d₀, for any Observation Period, means the number of U.S. Government Securities Business Days in the relevant Observation Period;

i means a series of whole numbers from one to d₀, each representing the relevant U.S. Government Securities Business Days in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period;

Interest Determination Date means, in respect of each Interest Period, the date "p" U.S. Government Securities Business Days before each Interest Payment Date;

n_i for any U.S. Government Securities Business Day "i" in the relevant 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");

SOFR_i means, for any U.S. Government Securities Business Day "i" in the relevant Interest Period, SOFR in respect of that day "i";

Observation Look-Back Period is as specified in the Final Terms;

Observation Period in respect of each Interest Period, the period from, and including, the date falling "p" U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date "p" U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period;

p means in relation to any Interest Period, the number of U.S. Government Securities Business Days included in the 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) which 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 hundred-thousandth of a percentage point, 0.000005 being rounded upwards:

where:

SOFR Index in relation to any U.S. Government Securities Business Day shall be the value published by the New York Federal Reserve on the New York Federal Reserve’s Website on or about 8:00 a.m. (New York City time) on such U.S. Government Securities Business Day. In the event that the value originally published by the New York Federal Reserve 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 New York Federal Reserve 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 Index_Start means the SOFR Index value on the date that is the number of U.S. Government Securities Business Days specified in the relevant Final Terms preceding the first date of the relevant Interest Period, and

SOFR Index_End means the SOFR Index value on the date that is the number of U.S. Government Securities Business Days specified in the relevant Final Terms preceding the Interest Payment Date relating to such Interest Period (or in the final Interest Period, the Maturity Date), each a SOFR Index Determination Date.

d_c means the number of calendar days from (and including) the SOFR Index_Start to (but excluding) the SOFR Index_End.

Subject to paragraph (c) in the definition of "SOFR" below, if the SOFR Index is not published on any relevant SOFR Index Determination Date and a SOFR Benchmark Transition Event and 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 Period, in accordance with "USD-SOFR-SHIFT- COMPOUND" and "p" shall mean two U.S. Government Securities Business Days.

If a SOFR Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the provisions set forth in the definition of "SOFR" below shall apply.

SOFR means, with respect to any U.S. Government Securities Business Day:

a)       the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day as published by the New York Federal Reserve, as the administrator of such rate (or a successor administrator), on the New York Federal Reserve’s (or such successor administrator’s) Website on or about 5:00 p.m. (New York City time) on the immediately following U.S. Government Securities Business Day; or  

b)      if the Secured Overnight Financing Rate in respect of such U.S. Government Securities Business Day does not appear as specified in clause (a), unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the New York Federal Reserve’s (or such successor administrator’s) Website (the SOFR Determination Time); or  

c)       if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,

(i)     the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment,

(ii)   the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark

Replacement Adjustment, or 

(iii) the sum of: (a) the alternate rate of interest that has been selected by the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, 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. dollardenominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

Benchmark means SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Secured Overnight Financing Rate 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 (c) of the definition of “SOFR” that can be determined by the Issuer or its designee 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 Issuer or its designee as of the Benchmark Replacement Date: 

a)       the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; 

b)      if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

c)       the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer or its designee 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 definition of "Interest Period", timing and frequency of determining rates and making payments of interest and other administrative matters) that the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, decides 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 another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, determines that no market practice for use of the Benchmark

Replacement exists, in such other manner as the Calculation Agent, or another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, determines is reasonably necessary);

Benchmark Replacement Date means the earliest to occur of the following events with respect to the then-current Benchmark: 

a)       in the case of clause (i) or (ii) 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 

b)      in the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

c)       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): 

a)         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); 

b)        a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, 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 

c)         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 Definitions means the 2006 ISDA Definitions published by the

International Swaps and Derivatives Association, Inc. or any successor thereto, as amended and updated from time to time, or any successor definitional booklet for interest rate derivatives published from time to time;

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 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 ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment;

New York Federal Reserve means the Federal Reserve Bank of New York;

New York Federal Reserve’s Website means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org, or any successor website of the New York Federal Reserve or the website of any successor administrator of SOFR;

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 another independent financial institution or independent financial adviser with appropriate expertise appointed by the Issuer, in accordance with 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;

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.

(g) SONIA Notes: 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 Period will, subject as provided below, be the rate of return of a daily compounded interest investment (it being understood that reference rate for the calculation of interest is the Sterling daily overnight reference) plus or minus (as indicated in the Final Terms) the Margin (if any) and will be calculated by the Calculation Agent (as defined below) on the Interest Determination Date, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

For the purpose of this paragraph (g):

Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms; d is the number of calendar days in the relevant Interest Period; d_o is the number of London Banking Days in the relevant Interest Period;

i is a series of whole numbers from one to d_o, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in the relevant Interest 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;

n_i means, for any London Banking Day "i", the number of calendar days from and including such London Banking Day "i" up to but excluding the following London Banking Day ("i+1");

Observation Look-Back Period is as specified in the Final Terms;

p means, in relation to any Interest Period, the number of London Banking Days included in the Observation Look-Back Period;

SONIA, in respect of any London Banking Day, is a reference rate equal to the daily Sterling Overnight Index Average rate in respect of 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; and

SONIA_i-pLBD means, for any London Banking Day "i" falling in the relevant Interest Period, the SONIA in respect of the London Banking Day falling "p" London Banking Days prior to the relevant London Banking Day "i".

If, in respect of that London Banking Day "i-pLBD", 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: (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 London Banking 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.

Notwithstanding the paragraph 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.

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 (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest 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 Period had the Notes been in issue for a period equal in duration to the scheduled first Interest 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 Period). 

If the Notes become due and payable in accordance with the Conditions, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Final Terms, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Notes remains outstanding, be that determined on such date.

(h)                SARON Notes: 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 Period will be the relevant SARON Benchmark plus or minus (as indicated in the applicable Final Terms) the Margin (if any) (as indicated in the relevant Final Terms), subject to a minimum of zero per cent., all as determined by the Calculation Agent (as defined below).

The SARON Benchmark will be determined based on SARON Compound with Lookback, SARON Compound with Observation Period Shift, SARON Compound with Payment Delay or SARON Index Average, as follows:

(i)                 if SARON Compound with Lookback (SARON Compound with

Lookback) is specified as applicable in the relevant Final Terms, the SARON Benchmark for each Interest Period shall be equal to the rate of return of a daily compound SARON interest investment calculated in accordance with the following formula (with the resulting percentage rounded, if necessary, to the nearest one hundredthousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001):

𝑑0

360

×

                                                                                                                    360                                      𝑑

𝑖=1

For the purpose of this paragraph (h)(i):

d means the number of calendar days in the relevant Interest Period; d₀ for any Interest Period, means the number of Zurich Banking Days in the relevant Interest 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 Interest Period;

Lookback Days means the number of Zurich Banking Days specified in the relevant Final Terms;

n_i for any Zurich Banking Day "i" in the relevant Interest Period, means the number of calendar days from, and including, such day "i" up to, but excluding, the following Zurich Banking Day ("i+1");

SARON_i-xZBD for any Zurich Banking Day "i" in the relevant Interest Period, is equal to SARON in respect of the Zurich Banking Day falling a number of Zurich Banking Days prior to that day "i" equal to the number of Lookback Days;

(ii) if SARON Compound with Observation Period Shift (SARON Compound with Observation Period Shift) is specified as applicable in the relevant Final Terms, the SARON Benchmark for each Interest Period shall be equal to the rate of return of a daily compound SARON interest investment calculated in accordance with the following formula (with the resulting percentage rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001):

 𝑑0

360

×

                                                                                                                    360                                𝑑

𝑖=1

For the purpose of this paragraph (h)(ii): d means the number of calendar days in the relevant Observation Period; d₀ for any Observation Period, means the number of Zurich Banking Days in the relevant 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 Observation Period;

n_i for any Zurich Banking Day "i" in the relevant 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");

Observation Period means, in respect of each Interest Period, the period from, and including, the date falling a number of Zurich Banking Days equal to the Observation Shift Days preceding the first day of such Interest Period to, but excluding, the date falling a number of Zurich

Banking Days equal to the Observation Shift Days preceding the Interest Payment Date for such Interest Period;

Observation Shift Days means the number of Zurich Banking Days specified in the relevant Final Terms; and

SARON_i for any Zurich Banking Day "i" in the relevant Observation Period, is equal to SARON in respect of that day "i";

(iii) if SARON Compound with Payment Delay (SARON Compound with Payment Delay) is specified as applicable in the relevant Final Terms, the SARON Benchmark for each Interest Period shall be equal to the rate of return of a daily compound SARON interest investment calculated in accordance with the following formula (with the resulting percentage rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001):

 𝑑0

360

×

                                                                                                                    360                                𝑑

𝑖=1

For the purpose of this paragraph (h)(iii):

d means the number of calendar days in the relevant Interest Period; d₀ for any Interest Period, means the number of Zurich Banking Days in the relevant Interest 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 Interest Period;

n_i for any Zurich Banking Day "i" in the relevant Interest Period, means the number of calendar days from, and including, such day "i" up to, but excluding, the following Zurich Banking Day ("i+1");

SARON_i for any Zurich Banking Day "i" in the relevant Interest Period, is equal to SARON in respect of that day "i";

SARON Rate Cut-Off Date means the date that is a number of Zurich Banking Days prior to the end of each Interest Period, the Maturity Date or the redemption date, as applicable, as specified in the relevant Final Terms;

Where "SARON Compound with Payment Delay" applies, for the purposes of calculating SARON with respect to the final Interest Period, the level of SARON for each Zurich Banking Day in the period from (and including) the SARON Rate Cut-Off Date to (but excluding) the Maturity Date or the redemption date, as applicable, shall be the level of SARON in respect of such SARON Rate Cut-Off Date.

If SARON for a given Zurich Banking Day is not published on the Relevant Screen Page by the Relevant Time and there has not occurred both a Benchmark Event and a SARON Benchmark Cessation Effective Date on or before the Relevant Time on the relevant Zurich Banking Day, the SARON for that Zurich Banking Day will be the rate equal to the SARON published by the SARON Administrator on the SARON Administrator’s Website on the last preceding Zurich Banking Day for which the SARON was published by the SARON Administrator on the SARON Administrator’s Website.

If the SARON for a given Zurich Banking Day is not published on the Relevant Screen Page by the Relevant Time and both a Benchmark Event and a SARON Benchmark Cessation Effective Date have occurred on or before the Relevant Time on the relevant Zurich Banking Day, then the SARON, for each Zurich Banking Day in the relevant Interest Period falling on the day or days following the SARON Benchmark Cessation Effective Date, will be:

a)       if there is a SARON Recommended Replacement Rate on the Zurich Banking Day following the SARON Benchmark Cessation Effective Date, the SARON Recommended Replacement Rate for that Zurich Banking Day, giving effect to the SARON Recommended Adjustment Difference, if any, published on that Zurich Banking Day; or  

b)      if there is no SARON Recommended Replacement Rate on the Zurich Banking Day following the SARON Benchmark Cessation Effective Date, the key rate of the Swiss National Bank (the "SNB Key Rate") for that 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 Key Rate as specified above (the "SARON Replacement Rate") will remain effective for the remaining term to maturity of the Notes.

If the Rate of Interest cannot be determined by the Calculation Agent in accordance with the above provisions (or any other party responsible for calculating the Rate of Interest, as specified in the Final Terms), and a

Benchmark Event has occurred in respect of the SARON, Condition 5(c)(iii)(D) below shall apply and if none of these conditions would allow the Rate of Interest to be determined, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin, or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest that would have applied for the first Interest Period if the Notes had been issued for a period equal in duration to the first scheduled Interest Period but ending on, and excluding, the Interest Commencement Date (although substituting the Margin, Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Period).

For the purpose of this paragraph (h):

Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms;

SARON in respect of any Zurich Banking Day, is the daily reference rate in Switzerland (Swiss Average Rate Overnight) rate for such Zurich Banking Day as provided by the SARON Administrator to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is not available, as published by such authorised distributors, on the Zurich Banking Day immediately following such Zurich Banking Day;

SARON Administrator means SIX Swiss Exchange AG or any other successor administrator of SARON;

SARON Administrator’s Website means the website of the SARON Administrator;

SARON Benchmark Cessation Effective Date means the earliest of the following events: 

a)       in the event of the occurrence of a Benchmark Event described in paragraph (b) of the definition of Benchmark Event in Condition 5(c)(iii)(D)(VIII) below, the date on which the SARON Administrator ceases to provide the SARON;

b)      in the event of the occurrence of a Benchmark Event described in paragraph (f)(i) of the definition of Benchmark Event in Condition 5(c)(iii)(D)(VIII) below, the later of the following dates: (i) the date of the relevant declaration or publication, (ii) the date, if any, specified in the relevant declaration or publication as the date on which the SARON will no longer be representative, and (iii) if a Benchmark Event described in paragraph (b) of the definition of Benchmark Event in Condition 5(c)(iii)(D)(VIII) below has occurred on or before either or both of the dates specified in items (i) and (ii) of this paragraph b), the date from which the SARON may no longer be used; and

c)       in the event of the occurrence of a Benchmark Event described in paragraph (b) of the definition of Benchmark Event in Condition 5(c)(iii)(D)(VIII) below, the date from which the SARON may no longer be used;

SARON Recommended Adjustment Spread means the spread (which may be positive or negative or zero), or the formula or method for calculating such spread, 

a)       that the SARON Recommendation Body has recommended to be applied to the SARON Recommended Replacement Rate in the case of fixed income securities for which the SARON Recommended Replacement Rate has replaced the SARON as the reference rate for the purpose of determining the applicable interest rate; or

b)      if the SARON Recommendation Body has not recommended such a spread, formula or methodology, as described in clause a. above, such spread shall be determined by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest as specified in the Final Terms), acting in good faith and in a commercially reasonable manner and in accordance with accepted industry practice for fixed income securities for which the SARON Recommended Replacement Rate has replaced the SARON as the reference rate for the purposes of determining the applicable interest rate;

SARON Recommended Replacement Rate means the rate that has been recommended as a replacement for the SARON by any working group or committee in Switzerland organised in the same or similar manner as the National Working Group on Swiss Franc Reference Rates which was founded in 2013 for the purpose, inter alia, of considering proposals for the reform of reference interest rates in Switzerland (any such working group or committee, the SARON Recommendation Body); 

SNB Adjustment Spread means, in respect of the SNB Key Rate, the spread to be applied to the SNB Key Rate, such spread being determined by the Calculation Agent, acting in good faith and in a commercially reasonable manner, taking into account the historical median between the SARON and the SNB Key Rate over the two-year period ending on the date on which the Benchmark Event occurred (or, if more than one Benchmark Event occurred, the date on which the first such event occurred); and

Zurich Banking Day means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in Zurich.

(i) TONA Notes: 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 Benchmark in respect of the Floating Rate Notes is specified as being TONA, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be the rate of return of a daily compound interest investment (with the arithmetic average of the daily overnight interbank market rates in Yen, Tokyo, as the reference rate for the interest calculation), plus or minus (as indicated in the applicable Final Terms) the Margin (if any),and will be calculated by the Calculation Agent (as defined below) on the relevant 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: 

For the purpose of this paragraph (i):

Calculation Agent means the Calculation Agent or any other party (with the necessary expertise and acting independently) responsible for the calculation of the Rate of Interest, as specified in the Final Terms; d is the number of calendar days in the relevant Interest Accrual Period;

d_o is the number of Tokyo Banking Days in the relevant Interest Accrual Period;

i is a series of whole numbers from one to d_o, each representing the relevant Tokyo Banking Days in chronological order from, and including, the first Tokyo Banking Day, to, but excluding, the Interest Payment Date corresponding to such Interest Accrual Period;

n_i means, for any Tokyo Banking Day "i", the number of calendar days from, and including, the relevant Tokyo Banking Day "i", up to, but excluding the immediately following Tokyo Banking Days "i" ("i+1") in the relevant Interest Accrual Period;

Observation Look-Back Period is as specified in the applicable Final Terms;

p means in relation to any Interest Accrual Period, the number of Tokyo Banking Days included in the Observation Look-Back Period;

Tokyo Banking Day or TBD means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in Tokyo;

TONA means, in respect of any Tokyo Banking Day, the Tokyo Overnight Average rate for that Tokyo Banking Day, as published by the Bank of Japan, as administrator of that rate (or any successor administrator), on the Relevant Screen Page or, if the Relevant Screen Page is not available, as otherwise published by the authorised distributors, on the Tokyo Banking Day immediately following that Tokyo Banking Day; and

TONA_i-pTBD, means, in respect of any Tokyo Banking Day "i" falling in the relevant Interest Accrual Period, the TONA for the Tokyo Banking Day falling “p” Tokyo Banking Days before the relevant Tokyo Banking Day "i".

If, in respect of that Tokyo Banking Day falling on "p" Tokyo Banking Days prior to the relevant Tokyo Banking Day "i", the Calculation Agent determines that the TONA is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such TONA shall be the TONA relating to the first preceding Tokyo Banking Day on which the TONA has been published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors).

Notwithstanding the above, if a Benchmark Event occurs for the TONA, Article 5.3(c)(iii)(D) below shall apply.

If 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 (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 that would have been applicable to such Notes for the first Interest Accrual Period had the Notes been issued for a period equal in duration to the first scheduled Interest Accrual Period but ending on, and excluding, the Interest Period Commencement Date (although substituting the Margin, Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period).

If the Notes become due and payable in accordance with the Conditions, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Final Terms, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Notes remains outstanding, be that determined on such date.

Any determination, decision or election that may be made by the Calculation Agent pursuant to this provision, including any determination with respect to a rate or adjustment or the occurrence or non-occurrence of any event, circumstance or date and any decision to take or refrain from taking any action or election (i) shall be conclusive and binding in the absence of manifest error, (ii) shall be made in the sole discretion of the Calculation Agent, and (iii) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party.

                                (D)       Benchmark discontinuation

Where Screen Rate Determination is specified in the relevant 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 at any time when the Terms and Conditions of any 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 shall prevail over other fallbacks specified in Condition 5(c) (for the avoidance of doubt, these provisions shall not apply to €STR, SONIA and SOFR and shall not prevail over the fallbacks relating to SARON specified in Condition 5(c)(iii)(C)(h)).

                                                                I.          Independent Adviser

The Issuer shall use reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 5(c)(iii)(D)(II)) and, in either case, an Adjustment Spread, if any (in accordance with Condition 5(c)(iii)(D)(III)) and any Benchmark Amendments (in accordance with Condition 5(c)(iii)(D)(IV)).

An Independent Adviser appointed pursuant to this Condition 5(c)(iii)(D) shall act in good faith as an expert and (in the absence of bad faith, manifest error 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)(iii)(D).

                                                                II.        Successor Rate or Alternative Rate

If the Independent Adviser determines in good faith that:

(1)                there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 5(c)(iii)(D)(IV)) 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)(iii)(D)); or

(2)                there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 5(c)(iii)(D)(IV)) 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)(iii)(D)).

                                                                III.       Adjustment Spread

If the Independent Adviser, determines in good faith (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).

                                                                 IV.       Benchmark Amendments

  If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5(c)(iii)(D) and the Independent Adviser determines in good faith (A) 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 (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(c)(iii)(D)(V), 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)(iii)(D), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.

                                                                 V.        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 15, the Noteholders, promptly of any Successor Rate, Alternative Rate, Adjustment Spread and of the specific terms of any Benchmark Amendments, determined under this Condition 5(c)(iii)(D). Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

 The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such notice will (in the absence of manifest error in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any)) be binding on the Issuer, the Fiscal Agent, the Calculation Agent, the party responsible for determining the Rate of Interest, the Paying Agents and the Noteholders.

                                                                VI.       Survival of Original Reference Rate

 Without prejudice to the Issuer’s obligations under the provisions of this Condition 5(c)(iii)(D), the Original Reference Rate and the fallback provisions provided for in Condition 5(c)(iii)(C) will continue to apply unless and until the party responsible for determining the Rate of Interest has been notified of the Successor Rate or the Alternative Rate (as the case may be), and of any Adjustment Spread and/or Benchmark Amendments.

                                                                VII.     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 Independent Adviser has been appointed or no Successor Rate or Alternative Rate (as applicable) is determined pursuant to this provision, the fallback provisions relating to the Original Reference Rate specified in Condition 5(c)(iii)(C), namely the Rate of Interest determined on the preceding Interest Determination Date, will continue to apply to such determination (though substituting, where a different Margin, Rate Multiplier or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).

  In such circumstances, the Issuer will be entitled (but not obliged), at any time thereafter, to elect to re-apply the provisions of this Condition 5(c)(iii)(D), mutatis mutandis, on one or more occasions until a Successor Rate or Alternative Rate (and, if applicable, any associated Adjustment Spread and/or Benchmark Amendments) has been determined and notified in accordance with this Condition 5(c)(iii)(D) (and, until such determination and notification (if any), the fallback provisions provided elsewhere in these Terms and Conditions including, for the avoidance of doubt, the fallbacks specified in Condition 5(c)(iii)(C), will continue to apply). This may result in

the Rate of Interest for the last preceding Interest Period being the Rate of Interest for the Interest Period in question.

                                                                VIII.    Definitions

In this Condition 5(c)(iii)(D):

Adjustment Spread means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines and which is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to 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:

a)       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;  

b)       in the case of an Alternative Rate (or in the case of a Successor Rate where (a) 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

c)       if no such recommendation or option has been made (or made available), or the Independent Adviser determines there is no such spread, formula or methodology in customary market usage, the Independent Adviser, acting in good faith, determines to be appropriate.  

Alternative Rate means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with this Condition 5(c)(iii)(D) and which is customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for a commensurate interest period and in the same Specified Currency as the Notes.

Benchmark Event means, with respect to an Original Reference Rate:

a)       the Original Reference Rate ceasing to exist or be published;  

b)      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 (6) months prior to the date specified in (i);

c)       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;  

d)      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 (6) months prior to the date specified in (i);  

e)       the making of a public statement by the supervisor of the administrator of the Original Reference Rate that 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 (6) months;  f) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that means that (i) the Original Reference Rate is no longer representative of an underlying market or (ii) the methodology for calculating the Original Reference Rate has changed materially or will change materially;

g)      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 Calculation Agent or such other party specified in the applicable Final Terms, as applicable), 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

h)      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;

it being specified that, in relation to TONA, references to the administrator or the supervisor of the administrator are to the Bank of Japan.

Benchmarks Regulation means Regulation (EU) 2016/1011 of 8 June 2016, as amended or supplemented; 

Independent Adviser means an independent financial institution of international repute or an independent adviser of recognised standing with appropriate expertise appointed by the Issuer at its own expense under Condition 5(c)(iii)(D)(I).

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):

a)       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

b)       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.

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 (2) or more successor or replacement rates are recommended by any Relevant Nominating Body, the Independent Adviser, shall determine which of those successor or replacement rates is most appropriate, having regard to, inter alia, the particular features of the relevant Notes and the nature of the Issuer.

(d)                Fixed/Floating Rate Notes: If Fixed/Floating Rate Notes is specified as applicable in the relevant Final Terms, then on the date specified in the relevant Final Terms (the Switch Date): (x) the Issuer may elect to convert the rate at which the Notes bear interest from a Fixed Rate to a Floating Rate, or from a Floating Rate to a Fixed Rate (the Issuer Change of Interest Basis), it being specified that the Issuer Change of Interest Basis shall be deemed effective after notification by the Issuer to the Noteholders within the period specified in the relevant Final Terms in accordance with Condition 15, or (y) the rate at which the Notes bear interest will automatically change from a Fixed Rate to a Floating Rate or from a Floating Rate to a Fixed Rate (the Automatic Change of Interest Basis).

(e)                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 or the Optional Redemption Amount, as the case may be, 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(e)(i)).

(f)                 Accrual of interest: Interest shall cease to accrue on each Note on the due date for redemption unless (i) in the case of Dematerialised Notes, on such due date or (ii) in the case of Materialised Notes, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8).

(g)        Margin, Maximum/Minimum Rates of Interest and Redemption Amounts, Rate Multipliers and Rounding

(i)                 If any Margin or Rate Multiplier is specified in the relevant Final Terms (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), 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 or multiplying by such Rate Multiplier, subject always to the next paragraph.

(ii)               If any Maximum or Minimum Rate of Interest or Redemption Amount is specified in the relevant Final Terms, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be. For the avoidance of doubt, the Minimum Rate of Interest shall be deemed to be zero, unless a higher rate is stated in the applicable Final Terms.

(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 (or a formula for its calculation) is specified in respect of such period, in which case the amount of interest payable in respect of such Note for such period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable in respect of such Interest Period shall be the sum of the amounts of interest payable in respect of each of those Interest Accrual Periods.

(i)                 Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Optional Redemption Amounts and Early Redemption Amounts: As soon as practicable after the relevant time on such date as the Calculation Agent or the Make-Whole Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, it shall 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 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, each of the Paying Agents, 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) or the Make-Whole Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

(j)                 Calculation Agent, Make-Whole Calculation Agent and Reference Banks: The Issuer shall use its best efforts to procure that there shall at all times be four Reference Banks (or such other number as may be required by the Conditions) with offices in the Relevant Financial Centre and one or more Calculation Agents or one Make-Whole Calculation Agent if provision is made for them in the relevant

Final Terms and for so long as any Note is outstanding (as defined in the Agency Agreement). If any Reference Bank (acting through its relevant office) is unable or unwilling to continue to act as a Reference Bank, then the Issuer shall appoint another Reference Bank with an office in the Relevant Financial Centre to act as such in its place. 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 or the Make-Whole Calculation Agent is unable or unwilling to act as such or if the Calculation Agent or the Make-Whole 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 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 or the Make-Whole 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 or the Make-Whole 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 or the Make-Whole Calculation Agent shall be given in accordance with Condition 15.

(k)                RMB Notes: Notwithstanding the foregoing, each RMB Note which is a Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate per annum equal to the Rate of Interest. For the purposes of calculating the amount of interest, if any Interest Payment Date would otherwise fall on a day which is not a Business Day, it shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month in which case it shall be brought forward to the immediately preceding Business Day. Interest will be payable in arrear on each Interest Payment Date.

The Calculation Agent will, as soon as practicable after 11.00 a.m. (Hong Kong time) on each Interest Determination Date, calculate the amount of interest payable per Specified Denomination for the relevant Interest Period. The determination of the amount of interest payable per Specified Denomination by the Calculation Agent shall (in the absence of manifest error and after confirmation by the Issuer) be final and binding upon all parties.

The Calculation Agent will cause the amount of interest payable per Specified Denomination for each Interest Period and the relevant Interest Payment Date to be notified to each of the Paying Agents and to be notified to Noteholders as soon as possible after their determination but in no event later than the fourth (4^th) Business Day thereafter. The amount of interest payable per Specified Denomination and 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. If the Notes become due and payable under Condition 9, the accrued interest per Specified Denomination shall nevertheless continue to be calculated as previously by the Calculation Agent in accordance with this provision but no publication of the amount of interest payable per Specified Denomination so calculated need be made.

Interest shall be calculated in respect of any period by applying the Rate of Interest to the outstanding nominal amount of such Note, multiplying such product by the actual number of days in the relevant Interest Period or, as applicable, other period concerned and dividing it by 365, and rounding the resultant figure to the nearest Renminbi sub-unit, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

6.         Redemption, Purchase and Options

(a)                Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, including any Issuer’s option in accordance with Conditions 6(b), 6(c), 6(g) or 6(h) or any Noteholders’ option in accordance with Condition 6(d), each Note shall be finally redeemed on the Maturity Date specified in the relevant Final Terms at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount).

(b)                Redemption at the Option of the Issuer, Exercise of Issuer’s Options 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 relevant laws, regulations and directives and on giving not less than fifteen (15) nor more than thirty (30) calendar days’ irrevocable notice in accordance with Condition 15 to the Noteholders (or such other notice period as may be specified in the relevant Final Terms), redeem all, or, if so provided in the relevant Final Terms, some, of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to, but excluding, the date fixed for redemption (including, where applicable, any Arrears of Interest), if any. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the minimum nominal amount to be redeemed specified in the relevant Final Terms and no greater than the maximum nominal 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 of Materialised Notes, the notice to holders of such Materialised Notes shall also contain the number of the Definitive Materialised Bearer Notes to be redeemed taking account of prevailing market practices, subject to compliance with any applicable laws and Regulated Market requirements.

In the case of a partial redemption of Dematerialised Notes, the redemption shall be effected by the application of a pool factor (corresponding to a reduction of the nominal amount of all such Dematerialised Notes in a Series in proportion to the aggregate nominal amount redeemed), subject to compliance with any other applicable laws and Regulated Market or other stock exchange requirements.

So long as the Notes are admitted to trading on Euronext Paris and the rules of, or applicable to, such Regulated Market require, the Issuer shall, each time there has been a partial redemption of the Notes, cause to be published in accordance with Article 221-3 and 221-4 of the General Regulations (Règlement Général) of the Autorité des marchés financiers (the AMF) and on the website of any other competent authority and/or Regulated Market of the EEA Member State where the Notes are admitted to trading, a notice specifying the aggregate nominal amount of Notes outstanding and, in the case of Materialised Notes, a list of any Definitive Materialised Bearer Notes drawn for redemption but not surrendered.

(c) Make-Whole Redemption by the Issuer: If so specified in the relevant Final Terms, in respect of any issue of Notes, the Issuer may, subject to the satisfaction of any refinancing conditions to which the redemption is subject and compliance by the Issuer with all relevant laws, regulations and directives and on giving not less than fifteen (15) nor more than thirty (30) calendar days’ notice in accordance with Condition 15 to the Noteholders (or such other notice period as may be specified in the relevant Final Terms) (which notice shall (i) specify the date fixed for redemption, (ii) specify the refinancing conditions to which the redemption is subject (if any) and (iii) be otherwise irrevocable), redeem the Notes, in whole or in part, at any time or from time to time (but no later than the Call Option Date (as defined below) if applicable), prior to their Maturity Date (the Optional Redemption Date) at their Optional Redemption Amount. 

The Optional Redemption Amount will be calculated by the Make-Whole Calculation Agent and will be the greater of (x) 100 per cent. of the nominal amount of the Notes so redeemed and, (y) the sum of the then present values of the remaining scheduled payments of principal and interest on such Notes (not including any interest accrued on the Notes to, but excluding, the relevant Optional Redemption Date) discounted from the Maturity Date to the relevant Optional Redemption Date on an annual basis at the Reference Rate (as specified in the relevant Final Terms) plus a Redemption Margin (as specified in the relevant Final Terms), plus in each case (x) or (y) above, any interest accrued on the Notes to, but excluding, the Optional Redemption Date.

If a Residual Maturity Call Option is specified in the relevant Final Terms and if the Issuer decides to redeem the Notes pursuant to the Make-Whole Redemption by the Issuer before the Call Option Date (as specified in the relevant Final Terms) pursuant to Condition 6(c) above, the Optional Redemption Amount in respect of the Make-Whole Redemption by the Issuer for the purpose of (y) above will be calculated taking into account the Call Option Date and not the Maturity Date. 

The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Make-Whole Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

In the case of a partial redemption, in respect of Materialised Notes, the notice to holders of such Materialised Notes shall also contain the number of the Definitive Materialised Notes to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and Regulated Market or other stock exchange requirements.

In the case of a partial redemption in respect of, Dematerialised Notes, the redemption shall be effected by the application of a pool factor (corresponding to a reduction of the nominal amount of all such Dematerialised Notes in a Series in proportion to the aggregate nominal amount redeemed), subject to compliance with any other applicable laws and Regulated Market or other stock exchange requirements.

So long as the Notes are admitted to trading on Euronext Paris and the rules of that stock exchange so require, 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 Regulations (Règlement Général) of the AMF and on the website of any other competent authority and/or Regulated Market of the EEA Member State where the Notes are admitted to trading, a notice specifying the aggregate nominal amount of Notes outstanding and, in the case of Materialised Notes a list of any Definitive Materialised Bearer Notes drawn for redemption but not surrendered.

(d)                Redemption at the Option of Noteholders and Exercise of Noteholders’ Options: 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) calendar 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 together with interest accrued to the date fixed for redemption including, where applicable, any Arrears of Interest.

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 obtained during usual business hours from any Paying Agent or the Registration Agent, as the case may be, within the notice period. Such notice shall, in the case of Materialised Bearer Notes, have attached to it such Note (together with all Coupons and unexchanged Talons). In the case of Dematerialised Notes, the Noteholder shall transfer, or cause to be transferred, the Dematerialised Notes to be redeemed to the account of the Paris Paying 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)                Early Redemption:

(i)                 Zero Coupon Notes:

(A)              The Early Redemption Amount payable in respect of any Zero Coupon Note, upon redemption of such Note pursuant to Condition 6(f) 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 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 shown 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 Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(f) or upon it becoming due and payable as provided in Condition 9 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Nominal Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Amortised Nominal Amount 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 (as well after as before 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(d).

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 shown in the relevant Final Terms.

(ii)               Other Notes:

The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(f), or upon it becoming due and payable as provided in Condition 9 shall be the Final Redemption Amount together with interest accrued to the date fixed for redemption (including, where applicable, any Arrears of Interest).

(f)                 Redemption for Taxation Reasons:

(i)                 If, by reason of any change in French law, or any change in the official application or interpretation of such law, becoming effective after the Issue Date, the Issuer would on the occasion of the next payment of principal or interest due in respect of the Notes or Coupons, not be able to make such payment without having to pay additional amounts as specified under Condition 8(b) below, the Issuer may, at its option, on any Interest Payment Date or, if so specified in the relevant Final Terms, at any time, subject to having given not more than sixty (60) nor less than thirty (30) calendar days’ notice to the Noteholders (which notice shall be irrevocable), in accordance with Condition 15, redeem in whole, but not in part, the Notes at their Early Redemption Amount together with, interest accrued to the date set for redemption (including, where applicable, any Arrears of Interest) provided that the due date for redemption of which notice hereunder may be given shall be no earlier than the latest practicable date on which the Issuer could make payment of principal and interest without withholding or deduction for French taxes.

(ii)               If the Issuer would on the next payment of principal or interest in respect of the Notes or Coupons be prevented by French law from making payment to the Noteholders or, if applicable, Couponholders of the full amounts then due and payable, notwithstanding the undertaking to pay additional amounts contained in Condition 8(b) below, then the Issuer shall forthwith give notice of such fact to the Fiscal Agent and the Issuer shall upon giving not less than seven (7) calendar days’ prior notice to the Noteholders in accordance with Condition 15, redeem in whole, but not in part, the Notes then outstanding at their Early Redemption Amount together with, any interest accrued to the date set for redemption (including, where applicable, any Arrears of Interest) on (A) the latest practicable Interest Payment Date on which the Issuer could make payment of the full amount then due and payable in respect of the Notes or Coupons, provided that if such notice would expire after such Interest Payment

Date the date for redemption pursuant to such notice of Noteholders shall be the later of (i)

the latest practicable date on which the Issuer could make payment of the full amount then due and payable in respect of the Notes or Coupons and (ii) fourteen (14) calendar days after giving notice to the Fiscal Agent as aforesaid or (B) if so specified in the relevant Final Terms, at any time, provided that the due date for redemption of which notice hereunder shall be given shall be the latest practicable date at which the Issuer could make payment of the full amount payable in respect of the Notes, or, if applicable or Coupons or, if that date is passed, as soon as practicable thereafter.

(g)                Clean-up Call Option by the Issuer: If a Clean-up Call Option by the Issuer is specified in the relevant Final Terms, in the event that at least 75% of the initial aggregate principal amount of a particular Series of Notes (which for the avoidance of doubt include any additional Notes issued subsequently and forming a single series with the first Tranche of a particular Series of Notes) has been purchased or redeemed by the Issuer, the Issuer may, at its option but subject to having given not more than sixty (60) nor less than thirty (30) calendar days’ notice to the Noteholders (which notice shall be irrevocable) in accordance with Condition 15, redeem in whole, but not in part, the remaining Notes in that Series at their Early Redemption Amount together with any interest accrued to the date set for redemption (including, where applicable, any Arrears of Interest). 

(h)                Residual Maturity Call Option: If a Residual Maturity Call Option is specified in the relevant Final Terms, the Issuer may, on giving not less than fifteen (15) nor more than thirty (30) calendar days’ irrevocable notice in accordance with Condition 15 to the Noteholders (or such other notice period as may be specified in the relevant Final Terms), at any time or from time to time, as from the Call Option Date (as specified in the relevant Final Terms) which shall be no earlier than ninety (90) calendar days before the Maturity Date, until the Maturity Date, redeem in whole, but not in part, the Notes then outstanding, at par together with interest accrued to, but excluding, the date fixed for redemption (including, where applicable, any arrears of interest).

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.

(i)                 Purchases: The Issuer shall have the right at all times to purchase Notes (provided that, in the case of Materialised Notes, all Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) 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 be held and resold in accordance with applicable laws and regulations.

(j)                 Cancellation: So long as French law so requires, all Notes purchased for cancellation by or on behalf of the Issuer will forthwith be cancelled, in the case of Dematerialised Notes, by transfer to an account in accordance with the rules and procedures of Euroclear France and, in the case of Materialised Bearer Notes, by surrendering to the Fiscal Agent the Temporary Global Certificate and the Definitive Materialised Bearer Notes in question together with all Coupons and all unexchanged Talons and, in each case, if so transferred or surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with, in the case of Dematerialised Notes, all rights relating to payment of interest and other amounts relating to such Dematerialised Notes and, in the case of Materialised Notes, all Coupons and unexchanged Talons attached thereto or surrendered therewith). 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.

(k)                Illegality: If, by reason of any change in French law, or any change in the official application of such law, becoming effective after the Issue Date, it will become unlawful for the Issuer to perform or comply with one or more of its obligations under the Notes, the Issuer will, subject to having given not more than forty-five (45) nor less than thirty (30) calendar days’ notice to the Noteholders (which notice shall be irrevocable), in accordance with Condition 15, redeem in whole, but not in part, the Notes at their Early Redemption Amount together with any interest accrued to the date set for redemption (including, where applicable, any Arrears of Interest).

7.          Payments and Talons

(a)                Dematerialised Notes: Payments other than in Renminbi of principal and interest (including, for the avoidance of doubt, any Arrears of Interest, where applicable) in respect of Dematerialised Notes shall (in the case of Dematerialised Notes in bearer form or administered registered form) 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 Dematerialised Notes in fully registered form), 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. Payments of principal and interest in Renminbi in respect of Dematerialised Notes will be made by a transfer to a Renminbi account maintained by or on behalf of the Noteholder with a bank in Hong Kong.

(b)                Materialised Bearer Notes: Payments of principal and interest (including, for the avoidance of doubt, any Arrears of Interest, where applicable) in respect of Materialised Bearer Notes shall, subject as mentioned below, be made against presentation and surrender during usual business hours of the relevant Materialised Bearer Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 7(f)(v)) or Coupons (in the case of interest, save as specified in Condition 7(f)(v)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the Noteholder, by transfer to an account denominated in such currency with, a Bank. 

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 System.

(c)                Payments in the United States: Notwithstanding the foregoing, if any Materialised Bearer Notes are denominated in US Dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.

(d)                Payments Subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives in the place of payment, or other laws and regulations to which the Issuer or its Agents are subject, but without prejudice to the provisions of Condition 8. No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

(e)                Appointment of Agents: The Fiscal Agent, the Paying Agents, 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 Agents, 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 or Couponholder. 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 Agents having specified offices in at least two major European cities, (v) in the case of Dematerialised Notes, in fully registered form, 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.

In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Materialised Bearer Notes denominated in US Dollars in the circumstances described in paragraph (c) above.

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 14, 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 15.

(f)                 Unmatured Coupons and unexchanged Talons:

(i)                 Unless Materialised Bearer Notes provide that the relative Coupons are to become void upon the due date for redemption of those Notes, Materialised Bearer Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (together, where applicable, with the amount of any Arrears of Interest corresponding to such Coupon) (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon (together, where applicable, with the amount of any Arrears of Interest corresponding to such Coupon) that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Amortised Nominal Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of ten (10) years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 10).

(ii)               If Materialised Bearer Notes so provide, upon the due date for redemption of any such Materialised Bearer Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.

(iii)             Upon the due date for redemption of any Materialised Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.

(iv)              Where any Materialised Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.

(v)                If the due date for redemption of any Materialised Bearer Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, (including, for the avoidance of doubt, any Arrears of Interest if applicable) shall only be payable against presentation (and surrender if appropriate) of the relevant Definitive Materialised Bearer Note. Interest accrued on a Materialised Bearer Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Materialised Bearer Notes.

(g)                Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Materialised Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and

if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 10).

(h)                Non-Business Days: If any date for payment in respect of any Note or Coupon 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) (i) in the case of Dematerialised Notes, on which Euroclear France is open for business or (ii) in the case of Materialised Notes, on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as Financial Centres in the relevant Final Terms and (B) (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 T2 Business Day.

(i)                 Payment of US Dollar Equivalent or Euro Equivalent: Notwithstanding any other provision in these Conditions, if an Inconvertibility, Non-Transferability or Illiquidity occurs or if Renminbi is otherwise not available to the Issuer as a result of circumstances beyond its control and such unavailability has been confirmed by a Renminbi Dealer, following which the Issuer is unable to satisfy payments of principal or interest (in whole or in part) in respect of RMB Notes, the Issuer upon giving not less than five (5) nor more than thirty (30) calendar days irrevocable notice to the Noteholders prior to the due date for payment, may settle any such payment (in whole or in part) in US Dollar or (if so specified in the relevant Final Terms) in Euro on the due date at the US Dollar Equivalent (or the Euro Equivalent as the case may be) of any such Renminbi denominated amount. 

In such event, payments of the US Dollar Equivalent (or Euro Equivalent as the case may be) of the relevant principal or interest in respect of the Notes shall be made by transfer to the US Dollar (or Euro) account of the relevant Account Holders for the benefit of the Noteholders. For the avoidance of doubt, no such payment of the US Dollar Equivalent (or Euro Equivalent as the case may be) shall by itself constitute a default in payment within the meaning of Condition 9.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 7(i) by the RMB Rate Calculation Agent, will (in the absence of manifest error) be binding on the Issuer, the Agents and all Noteholders and (in the absence of manifest error) no liability to the Issuer, the Agent and all Noteholders shall attach to the RMB Rate Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

For the purposes of this Condition 7:

Euro Equivalent means the relevant Renminbi amount converted into Euro using the RMB Spot Rate for the relevant RMB Rate Calculation Date, as calculated by the RMB Rate Calculation Agent.

Governmental Authority means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong.

Illiquidity means that the general Renminbi exchange market in Hong Kong becomes illiquid, other than as a result of an event of Inconvertibility or Non-Transferability, as determined by the Issuer in good faith and in a commercially reasonable manner following consultation with two Renminbi Dealers.

Inconvertibility means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of RMB Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

Renminbi Dealer means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong reasonably selected by the Issuer.

RMB Rate Calculation Agent means the agent appointed from time to time by the Issuer for the determination of the RMB Spot Rate and/or identified as such in the relevant Final Terms.

RMB Rate Calculation Business Day means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong and (i) in New York City (in the case of payment of the US Dollar Equivalent) or (ii) in Paris (in the case of payment of the Euro Equivalent).

RMB Rate Calculation Date means the day which is two (2) RMB Rate Calculation Business Days before the due date for payment of the relevant Renminbi amount under the Conditions.

RMB Spot Rate for a RMB Rate Calculation Date means the spot CNY/US dollar exchange rate for the purchase of US Dollar with CNY in the over-the-counter CNY exchange market in Hong Kong for settlement on the relevant due date for payment, or as the case may be, the spot CNY/EUR exchange rate for the purchase of Euro with CNY in the over-the-counter CNY exchange market in Hong Kong for settlement on the relevant due date for payment, as determined by the RMB Rate Calculation Agent at or around 11 a.m. (Hong Kong time) on such RMB Rate Calculation Date, on a deliverable basis by reference to Reuters Screen Page CNHFIX=. If such rate is not available, the RMB Rate Calculation Agent will determine the RMB Spot Rate at or around 11 a.m. (Hong Kong time) on the RMB Rate Calculation Date as the most recently available CNY/US Dollar or as the case may be CNY/EUR official fixing rate for settlement on the relevant due date for payment reported by The State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. If no CNY/EUR official fixing rate is available on the Reuters Screen Page CNY=SAEC on the RMB Rate Calculation Date, the RMB Rate Calculation Agent will determine the RMB Spot Rate as soon as possible using the latest available CNY/US Dollar fixing rate and then the latest US Dollar/EUR official fixing rate available on a Reuters Screen Page selected by the RMB Rate Calculation Agent. Reference to a page on the Reuters Screen means the display page so designated on the Reuter Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate.

US Dollar Equivalent means the relevant Renminbi amount converted into US Dollars using the RMB Spot Rate for the relevant RMB Rate Calculation Date, as calculated by the RMB Rate Calculation Agent.

8.         Taxation 

(a)                Withholding Tax: All payments of principal, interest and other revenues by or on behalf of the Issuer in respect of the Notes or Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within 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, interest or other revenues in respect of any Note or Coupon be subject to withholding or deduction in respect of any present or future taxes, duties, assessments or governmental charges of whatever nature, the Issuer will, to the fullest extent then permitted by law, pay such additional amounts as shall result in receipt by the Noteholders or, if applicable, the Couponholders, as the case may be, 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 or Coupon, as the case may be:

(i)                 Other connection: to, or to a third party on behalf of, a Noteholder or Couponholder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with France other than the mere holding of such Note or Coupon; or

(ii)               Presentation more than thirty (30) calendar days after the Relevant Date in the case of Materialised Notes: more than thirty (30) calendar days after the Relevant Date except to the extent that the Noteholder or Couponholder would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day.

As used in these Conditions, Relevant Date in respect of any Note or Coupon means the date on which payment in respect of it first becomes due (and, for the avoidance of doubt, in the case of Arrears of Interest, references to "becomes due" shall be interpreted in accordance with the provisions of Condition 7(f)) or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or, in the case of Materialised Notes (if earlier) the date seven (7) calendar days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation.

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, Amortised Nominal 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 (including, for the avoidance of doubt, all Arrears of Interest) 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 in Condition 11), upon request of any Noteholder, may, upon written notice to the Fiscal Agent given before all defaults shall have been cured, cause the Notes (in whole but not in part) held by such Noteholder to become immediately due and payable at their principal amount, together with any accrued interest thereon, as of the date on which such notice for payment is received by the Fiscal Agent without further formality, if any of the following events (each an Event of Default) shall occur:

(i)                 the Issuer defaults in making the payment of any principal or interest (including the payment of any additional amounts in accordance with Condition 8) due in respect of the Notes or any of them and such default continues for a period of seven (7) calendar days in the case of principal and fourteen (14) calendar days in the case of interest; or

(ii)               the Issuer fails to perform or observe any of its other obligations under these Terms and Conditions and (except where such failure is incapable of remedy when no such notice or continuation as is hereinafter mentioned will be required) such failure continues for the period

of thirty (30) calendar days next following the service by the Representative on the Issuer of notice requiring the same to be remedied at the request of any Noteholder; or

(iii)             any Relevant Indebtedness (as defined below) of the Issuer becomes due and repayable prematurely by reason of an event of default (however described) or the Issuer fails to make any payment in respect thereof on the due date for such payment as extended by any applicable grace period as originally provided or the security for any such Relevant Indebtedness becomes enforceable unless, in each case, the Issuer is contesting in good faith in a court of competent jurisdiction that such Relevant Indebtedness is due or that such security is enforceable.

Relevant Indebtedness means Indebtedness (as defined in Condition 4) which (either alone or when aggregated with the principal amounts of any other such Indebtedness in respect of which any of the events described above have occurred) amounts to €100,000,000 in aggregate principal amount; or

(iv)              the Issuer shall cease or threaten to cease to carry on the whole or the major part of its business either through the Issuer or any of its consolidated subsidiaries, or the Issuer shall cease generally to pay, or shall be unable to, or shall admit inability to, service its debt as it falls due, or shall be adjudicated or found bankrupt or insolvent; or

(v)                if a judgment is issued for the judicial liquidation (liquidation judiciaire) of the Issuer or for a transfer of the whole of its business (cession totale de l’entreprise), or in the absence of legal proceedings, if the Issuer makes a conveyance, assignment or other arrangement for the benefit of its creditors or enters into a composition with its creditors, or a resolution is passed for its winding-up or dissolution except in connection with a merger or other reorganisation, consolidation or amalgamation pursuant to which the surviving entity assumes all of the obligations of the Issuer with respect to the Notes.

10.        Prescription

Claims against the Issuer for payment in respect of the Notes and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within ten (10) years (in the case of principal) or five (5) years (in the case of interest) from the appropriate Relevant Date in respect of them.

11.        Representation of Noteholders 

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 the French Code de commerce with the exception of Articles L.228-65 I. 1° and 3°, L. 228-71 and R. 228-69 of the French Code de commerce and as supplemented by this Condition 11.

(a)                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 now or in the future may accrue respectively with respect to the Notes.

(b)                Representative

The names and addresses of the initial Representative of the Masse 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 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 initial Representative and the alternate Representative (if any) at the head office of the Issuer and the specified offices of any of the Paying Agents.

(c)                Powers of Representative

The Representative shall (in the absence of 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.

(d)                Collective Decisions

Collective Decisions are adopted either in a general meeting (the General Meeting) or by consent following a consultation in writing (the Consultation in Writing).

In accordance with Article R. 228-71 of the French Code de commerce, the right 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 business day in Paris preceding the date set for the Collective Decision.

Collective Decisions must be published in accordance with Condition 11(h).

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, on convocation 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 the 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 convened within two (2) months after such demand, the Noteholders may commission one of their members to petition a competent court in Nanterre to appoint an agent (mandataire) who will call the General Meeting.

General Meetings may deliberate validly on first convocation only if Noteholders present or represented hold at least a 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 held by Noteholders attending such General Meetings or represented thereat.

Notice of the date, time, place and agenda of any General Meeting will be published as provided under Condition 11(h) 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.

(B)               Consultation in Writing or Electronic Consent

Pursuant to Article L.228-46-1 of the French Code de commerce, but in respect of any Series of Dematerialised Notes only, the Issuer shall be entitled in lieu of the holding of a General Meeting to seek approval of a resolution from the Noteholders by way of a Consultation in Writing. Subject to the following sentence a Consultation in Writing may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the Noteholders. Pursuant to Articles L.228-46-1 and R.225-97 of the French Code de commerce approval of a Consultation in Writing may also be given by way of electronic communication allowing the identification of Noteholders (Electronic Consent).

Notice seeking the approval of a Consultation in Writing (including by way of Electronic Consent) will be published as provided under Condition 15 not less than fifteen (15) days prior to the date fixed for the passing of such Consultation in Writing (the Consultation Date) on first notice and ten (10) days prior to the Consultation Date on second notice. Notices seeking the approval of a Consultation in Writing will contain the conditions of form and time-limits to be complied with by the Noteholders who wish to express their approval or rejection of such proposed Consultation in Writing. Noteholders expressing their approval or rejection before the Consultation Date will undertake not to dispose of their Notes until after the Consultation Date.

A Consultation in Writing will be deemed to have been approved if, on first notice, (i) Noteholders expressing their approval or rejection of such proposed Consultation in Writing hold at least one fifth of the principal amount of the Notes then outstanding and (ii) Noteholders expressing their approval hold at least 75 per cent. of such quorum.

If such quorum is not met, a Consultation in Writing will be deemed to have been approved if, on second notice, Noteholders expressing their approval represent at least 75 per cent. of Noteholders expressing their approval or rejection of such proposed Consultation in Writing.

(e)                Expenses

The Issuer will pay all expenses relating to the operation of the Masse, including 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.

(f)                 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 14, shall, for the defence of their respective common interests, be grouped in a single Masse. The Representative appointed in respect of the first Tranche of any Series of Notes will be the Representative of the single Masse of all such Series.

(g)                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. 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 all or part of the Notes of such Series.

(h)                Notice to Noteholders

Any notice to be given to Noteholders in accordance with this Condition 11 shall be given in accordance with Condition 15.

(i)                 Exclusion of certain provisions of the French Code de commerce relating to Noteholder’s consultation

The provisions of Article L.228-65 I. 1° and 3° of the French Code de commerce (respectively providing for a prior approval by the General Meeting of the Noteholders (i) of any change in corporate purpose or form of the Issuer and (ii) of any proposal to merge or demerge the Issuer in the cases referred to in Articles L.236-14 and L.236-23 of the French Code de commerce (only to the extent that such proposal relates to a merger or demerger with or into another entity of the Group)) and the related provisions of the French Code de commerce shall not apply to the Notes.

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(i).

12.        Final Terms

These Conditions shall be completed in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series.

13.        Replacement of definitive Notes, Coupons and Talons

If, in the case of any Materialised Bearer Notes, a Definitive Materialised Bearer Note, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and Regulated Market regulations, at the specified office of the Fiscal Agent or such other Paying Agent as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Definitive Materialised Bearer Note, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Definitive Materialised Bearer Notes, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Materialised Bearer Notes, Coupons or Talons must be surrendered before replacements will be issued.

14.       Further Issues and Consolidation

(a)                Further Issues: The Issuer may from time to time without the consent of the Noteholders or Couponholders 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, 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) calendar days’ prior notice to the Noteholders in accordance with Condition 15, without the consent of the Noteholders or Couponholders, 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.

15.        Notices

(a)                Notices to the holders of Dematerialised 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 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 Echos), or (b) they are published 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 Regulations (Règlement général) of the AMF and so long as such Notes are admitted to trading on any Regulated Market(s), in a leading daily newspaper with general circulation in the city/ies where the Regulated Market(s) on which such Notes are admitted to trading is/are situated, and on the website of any other competent authority or Regulated Market where the Notes are admitted to trading.

(b)                Notices to the holders of Materialised Bearer Notes and Dematerialised Notes in bearer form 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 Echos), or (b) they are published 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 Regulations (Règlement général) of the AMF and so long as such Notes are admitted to trading on any Regulated Market(s), in a leading daily newspaper with general circulation in the city/ies where the Regulated Market(s) on which such Notes are admitted to trading is/are situated, and on the website of any other competent authority or Regulated Market where the Notes are admitted to trading.

(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. 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. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Materialised Bearer Notes in accordance with this Condition. 

(d)                Notices required to be given to the holders of Dematerialised Notes (whether in registered or in bearer form) 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 15(a), (b) and (c) above; except that (i) so long as such Notes are admitted to trading on any Regulated Market(s) and

the rules of, or applicable to, that Regulated Market so require, notices will be published in a daily newspaper with general circulation in the city/ies where the Regulated Market(s) on which such Notes are admitted to trading are/is situated which, in the case of Euronext Paris, is expected to be Les Echos, and (ii) notices relating to the convocation and decision(s) of the General Meetings pursuant to Condition 11 shall also be published) in a leading newspaper of general circulation in Europe.

(e)                Notices relating to Collective Decisions pursuant to Condition 11 and pursuant to Article R. 228-79 of the French Code de commerce shall be given by publication of such notices on the website of the Issuer (www.renaultgroup.com) and (i) in respect of Dematerialised Notes in bearer form (au porteur), 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, (ii) 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 on the fourth weekday (being a day other than a Saturday or a Sunday) after the mailing, and (iii) in respect of Materialised Bearer Notes, in accordance with Condition 15 (b) above. For the avoidance of doubt, this Condition 15(e) supersedes Conditions 15(a), (b), (c), (d) in relation to such notices. 

16.        Method of Publication of the Base Prospectus and of the Final Terms

This Base Prospectus will be published on the websites of (a) the AMF (www.amf-france.org) during a period of twelve (12) months from the date of this Base Prospectus and (b) the Issuer (www.renaultgroup.com). The Final Terms related to Notes admitted to trading on any Regulated Market will be published on the websites of (a) the AMF (www.amf-france.org) and (b) the Issuer (www.renaultgroup.com).

In addition, should the Notes be admitted to trading on a Regulated Market other than Euronext Paris, the Final Terms related to those Notes will provide whether this Base Prospectus and the relevant Final Terms will be published on the website of (x) such Regulated Market or (y) the competent authority of the Member State in the EEA where such Regulated Market is situated.

17.        Governing Law and Jurisdiction

(a)                Governing Law: The Notes (and, where applicable, the Coupons and the Talons) are governed by, and shall be construed in accordance with, French law.

(b)                Jurisdiction: Any claim against the Issuer in connection with any Notes, Coupons or Talons may be brought before any competent court of the jurisdiction of the Versailles Court of Appeal.

TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES

Temporary Global Certificates

A Temporary Global Certificate, without interest Coupons, will initially be issued in connection with Materialised Bearer Notes. Upon the initial deposit of such Temporary Global Certificate with a common depositary for Euroclear and Clearstream (the Common Depositary), Euroclear or Clearstream will credit the accounts of each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid.

The Common Depositary may also credit with a nominal amount of Notes the accounts of subscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts with Euroclear and Clearstream held by such other clearing systems. Conversely, a nominal amount of Notes that is initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream or other clearing systems.

Exchange

Each Temporary Global Certificate issued in respect of Notes will be exchangeable, free of charge to the holder, on or after its Exchange Date (as defined below):

(a)                if the relevant Final Terms indicates that such Temporary Global Certificate is issued in compliance with the C Rules or in a transaction to which TEFRA is not applicable (as to which, see "Selling Restrictions"), in whole, but not in part, for the Definitive Materialised Bearer Notes and

(b)                otherwise, in whole but not in part upon certification as to non-U.S. beneficial ownership (a form of which shall be available at the specified offices of any of the Paying Agents) for Definitive Materialised Bearer Notes.

Delivery of Definitive Materialised Bearer Notes

On or after its Exchange Date, the holder of a Temporary Global Certificate may surrender such Temporary Global Certificate to or to the order of the Fiscal Agent. In exchange for any Temporary Global Certificate, the Issuer will deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Materialised Bearer Notes. In this Base Prospectus, Definitive Materialised Bearer Notes means, in relation to any Temporary Global Certificate, the Definitive Materialised Bearer Notes for which such Temporary Global Certificate may be exchanged (if appropriate, having attached to them all Coupons in respect of interest that have not already been paid on the Temporary Global Certificate and a Talon). Definitive Materialised Bearer Notes will be security printed in accordance with any applicable legal and Regulated Market requirements. Forms of such Definitive Bearer Materialised Notes shall be available at the specified offices of any of the Paying Agent(s).

Exchange Date

Exchange Date means, in relation to a Temporary Global Certificate, the day falling after the expiry of 40 calendar days after its issue date, provided that, in the event any further Materialised Notes are issued prior to such day pursuant to Condition 14(a), the Exchange Date for such Temporary Global Certificate shall be postponed to the day falling after the expiry of forty (40) calendar days after the issue of such further Materialised Notes.

USE OF PROCEEDS

An amount equivalent to the net proceeds from the issue of the Notes will be used by the Issuer either:

-          for its general corporate purposes; or

-          as stated in the relevant Final Terms, in the case of issue of green, social or sustainability Notes, to finance and/or refinance, in whole or in part, investments in new or existing (i) green projects (the Eligible Green Projects) in the case of issue of green Notes (the Green Notes), (ii) social projects (the Eligible Social Projects) in the case of issue of social Notes (the Social Notes) or (iii) Eligible Green Projects and Eligible Social Projects in the case of issue of sustainability Notes (the Sustainability Notes), such projects meeting eligibility criteria as set out in the Issuer’s sustainable bond framework, as amended or supplemented from time to time available on the Issuer’s website

(https://assets.renaultgroup.com/uploads/2024/08/Conditions-demission-du-Sustainable-Bond-enanglais-uniquement.pdf) (the Renault Sustainable 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 Issuer has appointed Moody’s Investors Service to provide an independent second party opinion (the Second Party Opinion) on the Renault Sustainable Bond Framework. The Second Party Opinion has confirmed the alignment of the Renault Sustainable Framework with the 2021 Green Bond Principles, the 2021 Social Bond Principles and the 2021 Sustainability Bond Guidelines, each published by the International Capital Market Association. The Second Party Opinion is available on the Issuer’s website

(https://assets.renaultgroup.com/uploads/2024/08/Opinion-de-Seconde-Partie-SPO-en-anglaisuniquement.pdf).

Based on the Issuer’s own analysis, the Renault Sustainable Bond Framework (with respect to Eligible Green

Projects only) is aligned with the EU Taxonomy Regulation (including Delegated Regulation (EU) 2023/2486), it being specified that there is no third party confirmation on such alignment as at the date of this Base Prospectus. Such analysis has been conducted by the Issuer after the publication of the Renault Sustainable Bond Framework and, therefor, the Renault Sustainable Bond Framework does not include such analysis as at the date of this Base Prospectus.

As detailed in the Renault Sustainable Bond Framework, the Issuer will report on (i) the allocation of an amount equivalent to the net proceeds of an issue of Notes relating to Eligible Green Projects and/or Eligible Social Projects and (ii) the impact of the Eligible Green Projects and Eligible Social Projects. Such reporting will be externally reviewed by an independent auditor and made available on the Issuer’s website (https://www.renaultgroup.com/en/finance/debt-and-ratings/).

For the avoidance of doubt, the Renault Sustainable Bond Framework, the Second Party Opinion and any information on Eligible Green Projects and Eligible Social Projects on the Issuer’s website are not incorporated by reference into, and do not form part of, this Base Prospectus.

DESCRIPTION OF THE ISSUER 

The full description of the Issuer is available in Renault’s 2024 Universal Registration Document filed with the AMF under n° D.25-0090 on 13 March 2025, which is incorporated by reference in this Base Prospectus (please refer to the cross-reference list on pages 27 to 30 of this Base Prospectus).

RECENT EVENTS

        •    24 March 2025 – Representatives of Nissan in the Board of Directors

Representatives of Nissan in the Board of Directors

Boulogne-Billancourt, on March 24^th, 2025 – Further to Nissan's announcement on March 11^th, 2025 of the new position to be held by Manabu Sakane as from April 1^st, 2025, Nissan has decided to propose Pierre Loing as a candidate in place of Manabu Sakane at the General Shareholders' Meeting on April 30^th, 2025.

Consequently, the Board of Directors will submit to the vote of the General Meeting, on the proposal of Nissan, the appointment of Michelle Baron and Pierre Loing as directors for a period of four years, replacing Yu Serizawa, whose term expires, and Joji Tagawa, who has decided to end his term early.

Biography: 

Pierre Loing is Director Global Special Projects since 2025, based in Nissan North America, Inc. He began his career in Renault Germany in 1988. He joined Renault Product Planning in 1990 and was then sent on assignment to Volvo USA in 1992.  Pierre Loing was the Renault Product negotiator in 1998/99 during the Renault – Nissan discussions leading to the Alliance. He joined Nissan in Japan in 1999 and held several Product Planning leadership positions at first in Japan, then in Europe and in the US. During that time, he reorganized the European lineup with Qashqai and Juke and managed the launch of the 100% electric Leaf for which he was awarded a Nissan President’s Award as well as the prestigious Automotive News Eurostar. In January 2016, he returned to Nissan HQ as Division General Manager of Global Product Marketing with added responsibility of Global Motorsports in 2019. He became Global Vice President of Product Planning in 2020 in charge of Nissan and Infiniti portfolio worldwide. As from April 2025, he will be Director Global Special Projects, based in Nissan North America, Inc. A French national, Pierre Loing holds a masters degree in International Marketing from NEOMA Business School. He completed an Executive MBA Program at INSEAD in 1992.

***

        •    31 March 2025 – Renault Group and Nissan announce new strategic projects

Renault Group and Nissan  announce new strategic projects 

•     Renault Group and Nissan today announced new strategic projects:  

•     Renault Group would own 100% of Renault Nissan Automotive India Private Ltd (RNAIPL),  by acquiring the 51%-shareholding currently held by Nissan. This project represents a key opportunity for Renault to expand its international business. Nissan will maintain its presence in India with a strong focus on increasing market coverage. RNAIPL would continue to produce Nissan models, including the New Nissan Magnite, and will serve as a crucial pillar for the company's future expansion plans. 

•     Nissan chooses Renault Group to develop and produce a derivative of Twingo, designed by Nissan. 

•     The New Alliance Agreement would be amended to increase the flexibility of each party regarding their cross-shareholdings by setting the lock-up undertaking at 10% (instead of 15% currently). 

•     Nissan would be released from its commitment to invest in Ampere while continuing the agreed product projects.

“As a long-time partner of Nissan within the Alliance and as its main shareholder, Renault Group has a strong interest in seeing Nissan turnaround its performance as quickly as possible. Pragmatism and business-oriented mindset were at the core of our discussions to identify the most effective ways of supporting their recovery plan while developing value-creating business opportunities for Renault Group. This Framework Agreement, beneficial for both parties, is the proof of the agile and efficient mindset of the new Alliance. It also confirms the attractiveness of our products with Twingo as well as our ambition to grow our business on international markets. India is a key automotive market and Renault Group will put in place an efficient industrial footprint and ecosystem,” said Luca de Meo, CEO of Renault Group.

“Nissan is committed to preserving the value and benefits of our strategic partnership within the Alliance while implementing turnaround measures to enhance efficiencies. Our goal is to create a more agile and effective business model that allows us to respond quickly to changing market conditions and conserve cash for future investments. 

We remain committed to the Indian market, delivering vehicles tailored to local consumer needs while ensuring top-notch sales and service for our existing and future customers. India will remain a hub for our research and development, digital and other knowledge services. Our plans for new SUVs in the India market remain intact, and we will continue our vehicle exports to other markets under the “One Car, One World” business strategy for India," said Ivan Espinosa, President and CEO of Nissan.¹

Boulogne-Billancourt, France, and Yokohama, Japan, March 31, 2025

The Framework Agreement signed today by Renault Group and Nissan serves as a global framework for the following transactions:

Renault Group’s acquisition of Renault Nissan Automotive India Private Ltd (RNAIPL) Concurrently with the Framework Agreement, Renault Group and Nissan entered into:

•       A Share Purchase Agreement relating to the acquisition by Renault Group of 51% of RNAIPL currently owned by Nissan.  As a result, upon the completion of this transaction, Renault Group would own 100% of RNAIPL.

•       An Operational Agreement to continue the current projects between Renault Group and Nissan, and to define the future relationship of Renault Group and Nissan in India. Nissan will continue to use RNAIPL as a sourcing for India and export in the coming years. 

•       This transaction is subject to customary regulatory approvals and its completion is expected by the end of H1 2025.

•       Renault Group and Nissan will continue to operate jointly Renault Nissan Technology & Business Center India (RNTBCI) in which Nissan will retain its 49%-stake and Renault Group its 51%-stake.

As part of its “2027 International Game Plan”, Renault Group will accelerate its development in India.  The RNAIPL plant in Chennai benefits from a deep and highly competitive supplier ecosystem and has a 400k+ units production capacity. It currently hosts the CMF-A and CMF-A+ platforms and would offer strong opportunities for further developments with the launch of the CMF-B platform next year starting with 4 new models to come.

After the completion of this transaction, RNAIPL would be consolidated at 100% in Renault Group’s consolidated financial statements. 

2025 is a year of peak investments for RNAIPL, in line with the launch of new vehicles. Thus, the free cash flow impact for the year is expected to be around €200 million (taking account its completion by the end of H1 2025). Taking this fact into consideration, Renault Group confirms its 2025 full-year guidance of a free cash flow ≥€2bn including the consolidation of RNAIPL. Renault Group has already identified the

1 Appointment effective April 1, 2025.

necessary measures to compensate the free cash flow impact in 2025. Renault Group also confirms its 2025 operating margin guidance.

Nissan to join Twingo project for Europe

Renault Group, through Ampere, the first European intelligent EV pure player, would develop and produce a derivative of Twingo, a A-segment vehicle, for Nissan from 2026, confirming its know-how and roadmap for reducing development costs and time. This model will be designed by Nissan.

Amendment to the New Alliance Agreement

•       As part of the Framework Agreement, Renault Group and Nissan today entered into an amendment to the New Alliance Agreement, which aims at increasing the flexibility of each party with respect to their cross-shareholdings, by setting the lock-up undertaking of both Renault Group and Nissan at 10% (instead of 15% currently). Each of Renault Group and Nissan would be entitled, with no obligation, to lower their respective shareholding to a minimum of 10%. 

•       This amendment would have no impact on the Nissan shares held by Renault Group in a French trust (i.e., 18.66% shareholding in Nissan). 

•       Under the New Alliance Agreement, any sale of shares would have to be made within a coordinated and orderly process with the other company, in which such other company or a designated third-party benefits from a right of first offer.

•       In parallel, Nissan would be released from its commitment to invest in Ampere. Thus, the investment agreement entered into on July 26, 2023, between Renault Group, Nissan and Ampere would be terminated.

•       The above amendment to the New Alliance Agreement and the termination of the Ampere investment agreement would become effective subject to certain conditions precedent being fulfilled, which is currently expected by the end of May 2025.

•       The other key terms of the New Alliance Agreement would remain unchanged, in particular the standstill and the voting cap at the level of the respective shareholding percentage of each party, and in any event at a maximum of 15% of the exercisable voting rights. 

***

At the Issuer’s annual general meeting on 30 April 2025:

•       Anne-Laure de Chammard and Armelle de Madre were appointed as independent directors (administratrices indépendantes) to replace Marie-Annick Darmaillac and Catherine Barba;

•       Michelle Baron was appointed as director (administratrice) proposed by Nissan to replace Yu Serizawa;

•       Pierre Loing was appointed as director (administrateur) proposed by Nissan to replace Joji Tagawa; and

•       Constance Maréchal-Dereu was appointed as director (administratrice) proposed by the French State to replace Thomas Courbe.

Information required by item 9.1 of Annex 7 of the Commission Delegated Regulation (EU) 2019/980:

DOCUMENTS ON DISPLAY

For so long as Notes are capable of being issued under the Programme, the following documents will be available on the website of the Issuer (https://www.renaultgroup.com/groupe/gouvernance/conseiladministration/):

(i)                 the statuts (Companies Articles) of the Issuer; and

(ii)               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 are admitted to trading on a Regulated Market of the EEA, the documents listed in (i) and (ii) below will be available on the website of the AMF (www.amf-france.org) and the documents listed in (i) to (iii) below on the website of the Issuer (https://www.renaultgroup.com/en/finance/debt-and-ratings/):

(i)                 the Final Terms for Notes that are listed and admitted to trading on Euronext Paris and/or in any Member State of the EEA; and

(ii)               this Base Prospectus together with any supplement to this Base Prospectus; and (iii)        the documents incorporated by reference in this Base Prospectus.

SUBSCRIPTION AND SALE

Summary of Dealer Agreement

Subject to the terms and conditions contained in an amended and restated dealer agreement dated 7 May 2025 (the Dealer Agreement) between the Issuer, the Permanent Dealers named in it 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 issue 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 placed by the Issuer through the Dealers, acting as agents of the Issuer. The 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 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

Prohibition of Sales to EEA Retail Investors

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 the Base Prospectus as completed by the applicable Final Terms in relation thereto to any retail investor in the EEA.

For the purposes of this provision, the expression retail investor means a person who is one (or both) of the following:

(i)                 a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID

II); or 

(ii)               a customer within the meaning of Directive (EU) 2016/97 (the IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

France

Each of the Dealers and each further Dealer appointed under the Programme will be required to represent and agree, has represented and agreed that it undertakes to comply with applicable French laws and regulations in force regarding the offer, the placement or the sale of the Notes and the distribution in France of the Base Prospectus or any other offering material relating to the Notes. 

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), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act (Regulation S) or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable State securities laws. Terms used in this paragraph have the meanings given to them by Regulation S. 

Materialised Bearer Notes are bearer notes under U.S. tax law which are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder.

Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that, except as permitted by the Dealer Agreement, it will not offer, sell or, in the case of Materialised Bearer Notes, deliver Notes, (i) as part of their distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of any identifiable Tranche, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in the preceding sentence have the meanings given to them by Regulation S. Furthermore, each Dealer has represented and agreed that neither it, its affiliates, nor any persons acting on of its or their behalf, has engaged or will engage in any "directed selling efforts" (as defined in Rule 902(c) of Regulation S) with respect to the Notes and each of the foregoing persons has complied and will comply with the offering restrictions requirements of Regulations S.

The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.

In addition, until forty (40) calendar days after the later of the commencement of the offering of any identifiable tranche of Notes and the closing date, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering of such tranche of Notes) may violate the registration requirements of 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. 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. Distribution of this Base Prospectus by any non-U.S. person outside the United States to any U.S. person or to any other person within the United States, other than those persons, if any, retained to advise such non-U.S. person with respect thereto, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such U.S. person or other person within the United States, other than those persons, if any, retained to advise such non-U.S. person, is prohibited.

United Kingdom

Prohibition of sales to UK Retail Investors

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 United Kingdom. 

For the purposes of this provision, the expression "retail investor" means a person who is one (or both) of the following:

(i)                 a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or

(ii)               a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 as it forms part of domestic law by virtue of the EUWA

Other regulatory restrictions

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

(i)                 in relation to any Notes which have a maturity of less than one year, (a) 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 (b) 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; and

(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

(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 United Kingdom.  

Japan

Each Dealer has acknowledged that 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 FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term 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 resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Hong Kong

Each Dealer has represented and agreed that and each further Dealer appointed under the Programme will be required to represent and agree that: 

(i)                 it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any

Notes (except for Notes which are a "structured product" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the SFO)) other than (i) to "professional investors" as defined in the SFO and any rules made under the SFO or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the C(WUMP)O) or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and

(ii)               it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.

People’s Republic of China

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that neither it nor any of its affiliates has offered or sold or will offer or sell, directly or indirectly, any of the Notes in the People’s Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) (the PRC) or to residents of the PRC, except as permitted by applicable laws and regulations in the PRC as part of the initial distribution of the Notes. This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities in the PRC to any person to whom it is unlawful to make the offer or solicitation in the PRC.

The Issuer does not represent that this Base Prospectus or any Final Terms may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in the PRC, 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 which would permit a public offering of any Notes or distribution of this document in the PRC. Accordingly, the Notes are not being offered or sold within the PRC by means of this Base Prospectus, any Final Terms or any other document. Neither this Base Prospectus or any Final Terms, nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with all applicable laws and regulations in the PRC.

Singapore 

Unless the relevant Final Terms in respect of any Notes specifies "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 registered as a prospectus with the Monetary Authority of Singapore (MAS).  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 (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (b) 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 relevant Final Terms in respect of any Notes specifies "Singapore Sales to Institutional Investors and Accredited Investors only" 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 this Base Prospectus has not been registered as a prospectus with the MAS.  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 the 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.

Switzerland

The Dealers have agreed, and each further dealer appointed under the Programme will be required to agree, that it will comply with any laws, regulations or guidelines in Switzerland from time to time, including, but not limited to, any regulations made by the Swiss National Bank, in relation to the offer, sale, delivery or transfer of the Notes or the distribution of any offering material in respect of such Notes.

General

These selling restrictions may be modified by the agreement of the Issuer and the Dealers following a change in relevant law, regulation or directive. 

Save as stated herein, 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 the Base Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.

Neither the Issuer nor any of the Dealers represents that Notes may at any time lawfully be resold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such resale.

Each Dealer has agreed and each further Dealer appointed under that Programme will be required to 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 the Base Prospectus, any other offering material or any Final Terms and obtain any consent, approval or permission required for the purchase, offer, sale or delivery of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchase, offer, sale or delivery and none of the Issuer or any other Dealer shall have responsibility therefor.

Each of the Dealers and the Issuer has represented and agreed that Materialised Notes may only be issued outside of France and the United States.

None of the Issuer and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

FORM OF FINAL TERMS

[MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET

MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 19 of the Guidelines published by European Securities and Markets Authority (ESMA) on 3 August 2023, as determined by the manufacturer(s), 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 (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. 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.]²

[UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY

TARGET MARKET – Solely for the purposes of [the/each] manufacturer’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 (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of 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]. 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 (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 manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.]³

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 (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 on markets in financial instruments (as amended, MiFID II)][MiFID II]; or (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution (as amended or superseded, the IDD), 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 (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.

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 (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 Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of

2                      To be included following completion of the target market assessment in respect of the Notes, taking into account the five categories referred to in item 19 of the Guidelines published by ESMA on 3 August 2023.

3                      To be included if any manager in relation to the Notes to be issued is subject to UK MiFIR and is considered to be a UK MiFIR manufacturer. 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 both are included.

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.

[Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") - To insert notice if classification of the Notes is not "prescribed capital markets products", pursuant to Section 309B of the SFA or 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)]⁴

Final Terms dated [⚫]

[Logo, if document is printed]

RENAULT

Legal Entity Identifier (LEI): 969500F7JLTX36OUI695

Euro 10,000,000,000

Euro Medium Term Note Programme for the issue of Notes

SERIES NO: [⚫] TRANCHE NO: [⚫] [Brief description and Amount of Notes] Issued by: Renault S.A. (the Issuer) [Name(s) of Dealer(s)]

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the EEA (a Member State) will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Member State of Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 1 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.

The expression Prospectus Regulation means Regulation (EU) 2017/1129, as amended.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the

Base Prospectus dated 7 May 2025 which received approval number no. 25-145 from the Autorité des marchés

4              Relevant Dealer(s) to consider whether it / they have received the necessary product classification from the Issuer prior to the launch of the offer, pursuant to Section 309B of the SFA.

financiers the (AMF) on 7 May 2025 [and the Supplement to the Base Prospectus dated [⚫]]* which [together]* constitute[s] a base prospectus for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) (the Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein [for the purposes of Article 8 of the Prospectus Regulation] and must be read in conjunction with such Base Prospectus [as so supplemented] in order to obtain all the relevant information. The Base Prospectus [and the Supplement to the Base Prospectus]* [is] [are]* available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the AMF (www.amf-france.org) during a period of twelve (12) months from the date of the Base Prospectus and (b) the Issuer (www.renaultgroup.com). [In addition⁵, the Base Prospectus [and the Supplement to the Base Prospectus]* [is] [are]* available for viewing [at/on] [⚫]].

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 Conditions (the Conditions) set forth in the Base Prospectus dated [original date] [and the Supplement to the Base Prospectus dated [⚫]]^*. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) (the Prospectus Regulation) and must be read in conjunction with the Base Prospectus dated 7 May 2025 which received approval number no. 25-145 from the Autorité des marchés financiers the (AMF) on 7 May 2025 [and the Supplement to the Base Prospectus dated [⚫]]*, which [together]^* constitute[s] a base prospectus for the purposes of the Prospectus Regulation, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] [and the Supplement to the Base Prospectus]^* dated [⚫] and are attached hereto, in order to obtain all the relevant information. The Base Prospectus [and the Supplement to the Base Prospectus]^* are available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the AMF (www.amf-france.org) during a period of twelve (12) months from the date of the Base Prospectus and (b) the Issuer (www.renaultgroup.com). [In addition⁶, the Base Prospectus [and the Supplement to the Base Prospectus]^* [is] [are]^* available for viewing [at/on] [⚫]].]

[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 subparagraphs.  Italics denote guidance for completing the Final Terms.]

[When completing final terms or adding any other final terms or information, consideration should be given as to whether such terms or information constitute a "significant new factor" and consequently trigger the need for a Supplement to the Base Prospectus under article 23 of the Prospectus Regulation and article 18 of the Commission Delegated Regulation (EU) 2019/979, as amended.]⁷

1.                   Issuer:           Renault S.A.

2.                   (i)       Series Number:           [⚫]

                   (ii)        Tranche Number:                 [⚫]

(iii)       Date on which the Notes         will      be           assimilated

(assimilables) and form a [The Notes will be assimilated (assimilables), form a single single Series: Series and be interchangeable for trading purposes with

[identify earlier Tranches] (the "Existing Notes") on the date

*              Delete if no Supplement is published.

5                      If the Notes are admitted to trading on a regulated market other than Euronext Paris. *     Delete if no Supplement is published.

6                      if the Notes are admitted to trading on a regulated market other than Euronext Paris.

7                      Not applicable for issues of Notes the placement of which does not require the publication of a prospectus pursuant to the Prospectus Regulation.

of exchange which is expected to be [on or about forty (40) calendar days after the Issue Date] (the "Exchange Date")/exchange of the Temporary Global Certificate for interests in the Definitive Materialised Notes, as referred in paragraph 26(iii) below, which is expected to occur on or about [date]/Not Applicable]

3.           Specified           Currency          or    [⚫]

Currencies:

4.            Aggregate Nominal Amount:             

                   (i)         Series:                                   [⚫]

                   (ii)        Tranche:                               [⚫]

5.                   Issue Price:    [⚫] per cent. of the Aggregate Nominal Amount [plus

accrued interest from [insert date] (if applicable)]

6.                   Specified Denomination[s]:   [⚫]⁸ (one denomination only for Dematerialised Notes)

7.           (i)         Issue Date:                            [⚫]

(ii)        Interest Commencement       [specify/Issue Date] Date:

8.           Maturity Date:                                      [⚫] (specify date or (for Floating Rate Notes) Interest

Payment Date falling in or nearest to the relevant month and year) ⁹

9.            Interest Basis:                                   [⚫ % Fixed Rate]

[[EURIBOR/CMS

Rate/€STR/SARON/SOFR/SONIA/TONA [specify

reference rate]] +/– [⚫] % Floating Rate]

                                                                       [Zero Coupon]

[Fixed/Floating Rate Notes]

(If the Notes are Fixed/Floating Rate Notes specify all

Interest Basis that apply)

                                                                       (further particulars specified below)

10.               Redemption/Payment Basis: [Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [⚫] per cent. of their nominal amount.]

11.               Change of Interest Basis: [Applicable (further particulars specified below) / Not Applicable] (for Fixed/Floating Rate Notes)

12.          Put/Call Options:                             [Put Option]

8                      Notes (including Notes denominated in sterling) 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 FSMA and having a maturity of less than one year must have a minimum denomination of £100,000 (or its equivalent in other currencies).

9                      Note that for Hong Kong dollar denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification it will be necessary to use the second option here.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.          Fixed Rate Note Provisions               [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] in arrear]

(ii)               Interest Payment Date(s): [⚫] in each year up to and including the Maturity Date [adjusted in accordance with [the Business Day Convention specified below¹²] [specify Business Day Convention and any applicable Business Centre(s) for the definition of Business Day]/not adjusted]

(iii)             Fixed Coupon [[⚫] per Note of [⚫] Specified Denomination / Not Amount[(s)]¹³: Applicable]

(iv)              Broken Amount(s): [[⚫] payable on the Interest Payment Date falling [in/on] [⚫]/ Not Applicable]

(v)                Day Count Fraction: [Actual/365-FBF / Actual/365 / 30/360 / Actual/Actual ([ICMA]/[ISDA]) / Actual/365 (Fixed)¹⁴ / Actual/360 / 360/360 / Bond Basis / 30E/360 / Eurobond Basis]

(vi)              Interest Determination             [⚫] in each year (insert regular interest payment dates,

Dates: ignoring issue date or maturity date in the case of a long or short first or last coupon. N.B. only relevant where RMB

10                   Relevant for issues of Notes constituting obligations 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 of the Issuer in accordance with Article L. 22840 of the French Code de commerce. 

11                   Only relevant for issues of Notes not constituting obligations under French law.

12                   Consider in particular in the case of RMB Notes.

13                   Not applicable for RMB Notes.

14                   Applicable to Renminbi denominated Fixed Rates Notes

Notes or where Day Count Fraction is Actual/Actual (ICMA))

(vii)            Business Day Convention:¹⁵ [Floating Rate Business Day Convention/ Following Business Day Convention/ Modified Following Business

Day Convention/ Preceding Business Day Convention]

(viii)          Party responsible for calculating the Interest [Calculation Agent / [⚫] (specify any other party) / Not

                                   Amounts:¹⁶                            Applicable]

16.          Floating Rate Note Provisions          [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i)                 Interest Period(s)        [⚫] / [As per the Conditions]

(ii)               Specified Interest Payment [⚫] Dates:

(iii)             Business Day Convention:      [Floating Rate Convention/ Following Business Day Convention/ Modified Following Business Day Convention/

Preceding Business Day Convention]

(iv)              Business Centre(s):     [⚫]

(v)                Manner in which the Rate(s) [Screen Rate  of Interest is/are to be Determination/FBF Determination/ISDA

                                   determined:                           Determination]

(vi)              Party responsible       for calculating the Rate(s) of Interest      and       Interest

                                   Amount(s):                             [Calculation Agent / [⚫] (specify any other party)]

(vii)            Screen Rate Determination:      

                                   −          Relevant Time:           [⚫]

                                   −          Interest                                 [[⚫] / [T2] Business Days in [specify city] for [specify

Determination Date  currency] prior to [the first day in each Interest Accrual Period/each Interest Payment Date]] [, subject to adjustment in          accordance with      [Following       Business           Day

Convention/Modified Following Business Day Convention

/Preceding Business Day Convention].]

− Primary Source for [Specify relevant screen page or "Reference Banks"] Floating Rate /

Relevant         Screen (in the case of €STR or SOFR, delete this paragraph) Page:

15                   Consider in particular in the case of RMB Notes.

16                   RMB Notes only (insert name of RMB Rate Calculation Agent, if relevant).

(only applicable in case of SARON Compound with

Lookback)

-        [Observation Shift [⚫] Zurich Banking Days]

                                                   ^Days:                                       (only applicable in case of SARON Compound with

Observation Period Shift)

-        [SARON   Rate     [⚫] Zurich Banking Days]

^{Cut-Off Date:}             (only applicable in case of SARON Compound with Payment Delay)

− Effective Date: [Specify if quotations are not to be obtained with effect from commencement of Interest Accrual Period]

− Specified Duration: [Specify period for quotation if not duration of Interest Accrual Period]

                                   −          Reference                   [⚫]

Currency:

                                   −          Designated                 [⚫]

Maturity:

(viii)          FBF Determination      

                                   −          Floating Rate:             [⚫]

                                   −          Floating          Rate    [⚫]

Determination Date

(Date de Détermination          du Taux Variable):

(ix)              ISDA Determination:  

                                   −          Floating          Rate    [⚫]

Option:

                                   −          Designated                 [⚫]

Maturity:

                                   −          Calculation Period:     [⚫]

                                   −          Reset Date:                 As per Condition 5(c)(iii)(B) / [⚫]

                                   −          Fixing Day:                [⚫]

                                   −          Effective Date:           Interest Commencement Date / [⚫]

                                   −          Termination Date:       As per Condition 5(c)(iii)(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 overnight rate)

                                   −          OIS Compounding:    [Applicable / Not Applicable]

                                   −          Compounding with      

                                                   Lookback:                 [Applicable / Not Applicable]

[Lookback: [●]]

(If no number is specified, and there is no default applicable to the Floating Rate Option, the default value will be five

(5))

                                   −          Compounding with      

Observation Period

                                                   Shift:                         [Applicable / Not Applicable]

[Lookback: [●]]

(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:           [⚫]

                                   −          Compound       with     

                                                   Lockout:                    [Applicable / Not Applicable]

Lockout Period Business Day: [specify the relevant financial center(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]

(x)                Margin(s):      [+/-][⚫] per cent. per annum

(xi)              Minimum Rate of Interest:      [⚫] per cent. per annum¹⁷

(xii)            Maximum Rate of Interest:      [⚫] per cent. per annum

17             In no event shall the amount of interest payable be less than zero.

(xiii)          Day Count Fraction:   [Actual/365-FBF / Actual/365 / 30/360 / Actual/Actual ([ICMA]/[ISDA]) / Actual/365 (Fixed)¹⁸ / Actual/360 /

360/360 / Bond Basis / 30E/360 / Eurobond Basis]

(xiv)          Rate Multiplier:          [[⚫]/Not Applicable]

(xv)            Interest Determination Date     [[⚫] / [T2] Business Days in [specify city] for [specify currency] prior to [the first day in each Interest Accrual Period/each Interest Payment Date]] [, subject to adjustment in       accordance       with      [Following       Business           Day

Convention/Modified Following Business Day Convention

/Preceding Business Day Convention].]

17.          Fixed/Floating        Rate        Note    [Applicable/Not Applicable]

Provisions

 (If not applicable, delete the remaining subparagraphs of this paragraph)

(i)                 Change of Interest Basis:         [Issuer Change of Interest Basis/Automatic Change of

Interest Basis]

(ii)               Switch Date:   [⚫]

(iii)             Rate of Interest applicable Determined in accordance with [Condition 5(b), as though to the Interest Periods the Note was a Fixed Rate Note] / [Condition 5(c), as though preceding the Switch Date the Note was a Floating Rate Note] with further variables set (excluded): out in paragraph [16/17] of these Final Terms

(iv)              Rate of Interest applicable Determined in accordance with [Condition 5(b), as though to the Interest Periods the Note was a Fixed Rate Note] / [Condition 5(c), as though following the Switch Date the Note was a Floating Rate Note] with further variables set

                                   (included):                             out in paragraph [16/17] of these Final Terms

(v)                Notice Period:            [⚫] / [Not Applicable]

(only applicable where "Change of Interest Basis" is specified as "Issuer Change of Interest Basis")

18.          Zero Coupon Note Provisions           [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i)                 Amortisation Yield:     [⚫] per cent. per annum

(ii)               Day Count Fraction: [Actual/365-FBF / Actual/365 / 30/360 / Actual/Actual ([ICMA]/[ISDA]) / Actual/365 (Fixed) / Actual/360 /

360/360 / Bond Basis / 30E/360 / Eurobond Basis]

PROVISIONS RELATING TO REDEMPTION

19.          Call Option                                       [Applicable/Not Applicable]

18            Applicable to Renminbi denominated Fixed Rates Notes

(Condition 6(b))

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i)                 Optional         Redemption      [⚫]

Date(s):

(ii)               Optional         Redemption      [⚫] per Note of [⚫] Specified Denomination  Amount(s) of each Note:

(iii)             If redeemable in part:  

(a)                Minimum       [⚫]  

Redemption Amount:

(b)                Maximum      [⚫]

Redemption Amount:

(iv)              Notice period [⚫]

20.           Make-Whole Redemption by the     [Applicable/Not Applicable] 

                   Issuer                                               (If not applicable, delete the remaining sub-paragraphs of

this paragraph)

(Condition 6(c))

(i)                 Notice period¹⁹:          [⚫]

(ii)               Reference Rate:          [⚫]

(iii)             Redemption Margin:  [⚫]

(iv)              Make-Whole Calculation       [⚫]

Agent:

21.          Put Option                                        [Applicable/Not Applicable]

(Condition 6(d))

(If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i)                 Optional         Redemption      [⚫]

Date(s):

(ii)               Optional         Redemption      [⚫] per Note of [⚫] Specified Denomination  Amount(s) of each Note:

(iii)             Notice period [⚫]

19 If setting notice periods are different to those provided in the terms and conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and its fiscal agent.

22.              Clean-up Call Option by the        [Applicable/Not Applicable]

Issuer

(Condition 6(g))

23.          Residual Maturity Call Option         [Applicable/Not Applicable]

(Condition 6(h)) (If not applicable, delete the remaining sub-paragraphs of this paragraph)

(i)                 Call Option Date:        [⚫]

(ii)               Notice period:             [⚫]/[As per Conditions]

24.         Final Redemption Amount of each

                   Note                                                   [⚫] per Note of [⚫] Specified Denomination  

25.          Early Redemption Amount                

Early Redemption Amount(s) of [⚫](In case of redemption for taxation reasons (Condition each Note payable on redemption 6(f)) please specify if the redemption date can occur at any for taxation reasons (Condition time and not only on any Interest Payment Date)

6(f)), for Clean-up (Condition 6(g)), for illegality (Condition 6(k)) or on event of default (Condition 9):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26.          Form of Notes:                                 [Dematerialised Notes/Materialised Notes] (Materialised

Notes are only in bearer form) [Delete as appropriate]

(i)                 Form of Dematerialised           [Not Applicable/Bearer form (au porteur)/Registered form

                                   Notes:                                   (au nominatif)]

(ii)               Registration Agent:     [Not Applicable/if Applicable give name and details (Note

that a Registration Agent must be appointed in relation to Registered Notes only.)]

(iii)             Temporary Global       [Not     Applicable/Temporary Global Certificate

                                   Certificate:                                  exchangeable for Definitive Materialised Bearer Notes on

[⚫] (the Exchange Date), being 40 days after the Issue Date subject to postponement as provided in the Temporary Global Certificate]

                                                                       [C Rules/D Rules]

                                                                       (Only applicable to Materialised Notes)

(iv)              Applicable TEFRA     [(only applicable to Materialised Notes)].

exemption:

27.          [Identification of the Noteholders:    Not Applicable]

28.               Financial Centre(s) relating to          [Not Applicable/specify any other financial centres ] Payment Dates:

29.               Redenomination, [Not Applicable/The provisions [in Condition 1(d)] apply] renominalisation and reconventioning provisions:

30.               Consolidation provisions:      [Not Applicable/The provisions [in Condition 14(b)] apply]

31.               Representation          of         holders            of         [Name and address of the Representative: [⚫] Notes/Masse:

Name and address of the alternate Representative: [⚫]]

[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.]

[The Representative will receive no remuneration/The Representative will receive a remuneration of [⚫]]

32.               [Payment in Euro Equivalent [Applicable/Not Applicable]²⁰ instead of US Dollar Equivalent in the case contemplated in

Condition 7(i) for RMB Notes]

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue [and admission to trading on [specify relevant regulated market]] of the Notes described herein pursuant to the Euro 10,000,000,000 Euro Medium Term Note Programme of Renault S.A.

20 Only applicable (i) for RMB Notes and (ii) if Euro Equivalent is preferred to US Dollar Equivalent.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.  [[Relevant third party information] has been extracted from [Specify source]. 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 [Specify source], no facts have been omitted which would render the reproduced inaccurate or misleading.]

Signed on behalf of Renault S.A.

Duly represented by:

PART B – OTHER INFORMATION

1.           ADMISSION TO TRADING 

(i)                 Admission to trading: [Application has been made for the Notes to be admitted to trading on [Euronext Paris / Specify other relevant regulated market] with effect from [⚫].] / [Not Applicable.]

(ii)               Estimate of total expenses [[⚫] / Not Applicable] related to admission to trading:

2.            RATINGS                                             

Ratings: The Programme has been rated BB+ by S&P Global Ratings Europe Limited (S&P) and Ba1 by Moody’s Deutschland GmbH (Moody’s).

The Notes to be issued [have been rated]/[are expected to be rated]:

[S&P: [⚫]]

[Moody’s: [⚫]]

[⚫]:[⚫]

Each of S&P and Moody’s [, and [⚫]] is established in the [European Union] and is registered under Regulation (EC) No. 1060/2009 (as amended). As such, each of S&P and Moody’s [, and [⚫]] is included in the list of credit rating agencies published by the European Securities and

                                                                                                   Markets          Authority          on          its            website

(https://www.esma.europa.eu/credit-rating-agencies/craauthorisation) in accordance with such regulation.

[[S&P]/[Moody’s] is not established in the United Kingdom, and [is]/[are] not registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the UK CRA Regulation). The rating issued by [S&P]/[Moody’s] of the Notes has been endorsed by [relevant UK rating agency], in accordance with UK CRA Regulation and have not been withdrawn. As such, the ratings issued by [S&P]/[Moody’s] may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation.]²¹

[Need to include a brief explanation of the ratings if this has previously been published by the rating provider.]

21  To be included only in the case of an issue for which placement in the UK is contemplated and the ratings of the Notes issued by the EEA CRA are to be endorsed by a UK CRA.

3.       [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 for any fees of [insert relevant fee disclosure] payable to the [Dealer/Managers] in connection with the issue of Notes, so far as the Issuer is aware, no person involved in the [issue/offer] of the Notes has an interest material to the offer. The [Dealer/Managers] and [its/their] affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business."]

4. [THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST

Where a statement or report attributed to a person as an expert is included in these Final Terms in respect of the Issuer or the Notes, provide such person’s name, business address, qualifications and material interest if any in the Issuer. If the report has been produced at the Issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part in respect of the Issuer or the Notes.

Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

In addition, the Issuer shall identify the source(s) of the information.]

5.            USE AND ESTIMATED NET AMOUNT OF THE PROCEEDS 

                   Use of proceeds:                                               [General corporate purposes]/[The Notes constitute

[Green/Social/Sustainability] Notes and an amount equivalent to the net proceeds will be used to finance and/or refinance, in whole or in part, investments in one or more [Eligible Green Projects /[and] Eligible Social

Projects] as further described in the Renault Sustainable Bond Framework available on the Issuer’s website (https://assets.renaultgroup.com/uploads/2024/08/Conditi ons-demission-du-Sustainable-Bond-en-anglaisuniquement.pdf).]/[⚫]

 (See "Use of Proceeds" wording in Base Prospectus – if reasons for the offer are different from (i) general corporate purposes or (ii) financing and/or refinancing Eligible Green Projects and/or Eligible Social Projects described in the Renault Sustainable Bond Framework, include those reasons here.)"

                   Estimated net amount of 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)

6.            [Fixed Rate Notes only – YIELD           

                   Indication of yield:                                 [⚫]

 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 – FLOATING RATE NOTES INFORMATION

(i)                 Historic interest rates:             Details of         historic [EURIBOR/CMS Rate/€STR/SARON/SOFR/SONIA/TONA/other]        rates can be obtained from, [but not] free of charge, 

[Reuters/other, give details of electronic means of obtaining the details of performance].

(ii)               Benchmarks: Amounts payable under the Notes will be calculated by reference to [⚫] 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 pursuant to

Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011, as amended) (the Benchmarks

Regulation). [As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that [⚫] is not currently required to obtain authorisation or registration (or if located outside the European           Union, recognition,      endorsement     or

equivalence).]]

8.            OPERATIONAL INFORMATION      

ISIN:                                                                   [⚫]

Common Code:          [⚫] Depositaries:            

(i)                 Euroclear France to act as Central Depositary   [Yes/No]

(ii)               Common        Depositary        for

                                   Euroclear and Clearstream         [Yes/No]

Any clearing system(s) other than Euroclear [Not Applicable/give name(s) and number(s)] and Clearstream and the relevant identification number(s):

Delivery:                                                            Delivery [against/free of] payment

Names and addresses of additional Paying [[⚫]/Not Applicable] Agent(s) (if any):

The aggregate principal amount of notes issued [⚫] has been translated into Euro at the rate of [⚫] producing a sum of:

9.            DISTRIBUTION                                  

                   If syndicated, names of Managers:         [Not Applicable/give names]  

                   Stabilisation Manager(s) (if any):           [Not Applicable/give name]

                   If non-syndicated, name of Manager:     [Not Applicable/give name]

Singapore Sales to Institutional Investors and Accredited Investors

                   only:                                                    [Not Applicable/Applicable]

GENERAL INFORMATION

                (1)        Approval and admission to trading on regulated markets

This Base Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant to 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 shall not be considered as an endorsement of the Issuer or of the quality of the Notes which are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. 

This Base Prospectus is valid until 7 May 2026. The obligation to supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Base Prospectus is no longer valid.

Application may be made to Euronext Paris for the period of twelve (12) months from the date of approval by the AMF of this Base Prospectus, for Notes issued under the Programme to be listed and/or admitted to trading on Euronext Paris and/or to the competent authority of any other Member State of the EEA for Notes issued under the Programme to be listed and/or admitted to trading on a Regulated Market (as defined below) in such Member State. 

Euronext Paris is a regulated market for the purposes of MiFID II, appearing on the list of regulated markets issued by the European Securities and Markets Authority (each such market being a Regulated Market).

                (2)        Authorisations

The Issuer has obtained all necessary corporate and other consents, approvals and authorisations in the Republic of France in connection with the update of the Programme. Any drawdown of Notes under the Programme, to the extent that such Notes constitute obligations, requires the prior authorisation of the Board of Directors of the Issuer in accordance with Article L. 228-40 of the French Code de commerce. The CEO (Directeur Général) and the Group CFO (Directeur Financier Groupe) of the Issuer, each acting separately, benefit from an authorisation granted on 12 December 2024 by the Board of Directors of the Issuer to issue Notes up to an outstanding maximum aggregate amount of €4,000,000,000 for a period of one (1) year as from 1 January 2025.

                (3)        Legends

Each Definitive Bearer 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".

                (4)        Clearing Systems

Notes have been accepted for clearance through the Euroclear and Clearstream systems which are entities in charge of keeping the records. The Common Code and the International Securities Identification Number (ISIN) or 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 Euroclear is 1 boulevard du Roi Albert II, 1210 Brussels, Belgium and the address of Clearstream is 42 avenue J.F Kennedy, L- 1855 Luxembourg, Grand-Duchy of Luxembourg.

Dematerialised Notes will be inscribed in the books of Euroclear France (acting as central depositary). Dematerialised Notes which are in registered form (au nominatif) are also inscribed either with the Issuer or with the registration agent.

The address of Euroclear France is 10-12 place de la Bourse, 75002 Paris, France.

                (5)        Auditors

KPMG S.A., which is regulated by the Haute Autorité de l’Audit, duly authorised as Commissaires aux Comptes, and member of the Compagnie Nationale des Commissaires aux Comptes, Immeuble Tour Eqho, 2, avenue Gambetta, 92066 Paris La Défense, France, and Forvis Mazars SA, which is regulated by the Haute Autorité de l’Audit, duly authorised as Commissaires aux Comptes, and member of the Compagnie Nationale des Commissaires aux Comptes, 61 rue Henri Regnault 92075 Paris La Défense, France have audited and rendered unqualified audit reports on the consolidated financial statements of the Issuer for the years ended 31 December 2023 and 31 December 2024.

                (6)        No Material Adverse Change in the Prospects of the Issuer

There has been no material adverse change in the prospects of the Issuer since 31 December 2024 (the end of the last financial period for which audited financial information has been published).

                (7)        No 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 or the Group since 31 March 2025 (the end of the last financial period for which interim financial information has been published).

                (8)        Legal and Arbitration Proceedings

Save as disclosed in the 2024 Universal Registration Document (p. 392 to 393) and in the Base Prospectus, the Issuer is not and has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending and threatened of which the Issuer is aware) in twelve (12) months preceding the date of this Base Prospectus which may have or have had in the recent past, significant effects on the Issuer and/or its group’s financial position or profitability.  (9) Election of Domicile

The Board of Directors (Conseil d’Administration) elects domicile at the registered office of the Issuer. The address of this office is 122-122 bis avenue du Général Leclerc, 92100 Boulogne Billancourt France.

                (10)      Forward-Looking Statements

This Base Prospectus may contain certain statements that are forward-looking including statements with respect to the Issuer’s business strategies, expansion and growth of operations, trends in its business, competitive advantage, and technological and regulatory changes, information on exchange rate risk and generally includes all statements preceded by, followed by or that include the words believe, expect, project, anticipate, seek, estimate or similar expressions. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. Potential investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These forward-looking statements do not constitute profit forecasts or estimates under Commission Delegated Regulation (EU) 2019/980 supplementing the Prospectus Regulation.

                (11)      Benchmarks

Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016, as amended (the Benchmarks Regulation). In this case, a statement will be included in the applicable Final Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA’s register of administrators under Article 36 of the Benchmarks Regulation; it being specified that €STR, SONIA, SOFR and TONA do not fall within the scope of the Benchmarks Regulation pursuant to Article 2 of the Benchmarks Regulation and their respective administrators are not currently required to obtain any authorisation/registration under the Benchmarks Regulation.

                (12)     Currencies

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "€", "Euro", "EUR" or "euro" are to the single currency of the participating member states of the European Economic and Monetary Union which was introduced on 1 January 1999, references to "£", "pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful currency of the United States of America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of Japan, references to "Swiss francs" or "CHF" are to the lawful currency of Switzerland, references to "S$" are to the lawful currency of Singapore, references to "A$" are to the lawful currency of the Commonwealth of Australia and references to "RMB", "CNY" or "Renminbi" refer to the Chinese Yuan Renminbi, the lawful currency of the People’s Republic of China, which for the purpose of this document excludes the Hong Kong Special Administrative Region of the People’s Republic of China (Hong Kong), the Macau Special Administrative Region of the People’s Republic of China and Taiwan (the PRC).

                (13)      Past and further performance of underlying interest rate

In respect of floating interest rate Notes, the Final Terms will specify where the information about the past and the further performance of the underlying interest rate and its volatility can be obtained by electronic means, and whether or not it can be obtained free of charge. 

                (14)      Yield

In respect of any Tranche of Fixed Rate Notes, an indication of the expected yield on the Notes shall be specified in the applicable Final Terms. The yield shall be calculated on the Issue Date of the Notes based on the Issue Price. 

                (15)      Rating

The Programme has been rated BB+ by S&P Global Ratings Europe Limited (S&P) and Ba1 by Moody’s Deutschland GmbH (Moody’s). The long term debt of the Issuer is rated BB+ with a positive outlook by S&P and Ba1 with a positive outlook by Moody’s. Each of S&P and Moody’s is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation).

As such, each of S&P and Moody’s is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/creditrating-agencies/cra-authorisation) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated. Notes will have such rating, if any, as is assigned to them by the relevant rating organisation as specified in the relevant Final Terms. 

Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme. Tranches of Notes issued under the Programme may be rated or unrated. The rating of a Tranche of Notes (if any) will be specified in the Final Terms. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under 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.

                (16)      Stabilisation

In connection with the issue of any Tranche, 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, there is no assurance that the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation 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) 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.

                (17)      Conflicts of interest 

Potential conflicts of interest involving the Dealers or the Calculation Agent

All or some of the Dealers and their respective affiliates have engaged, and/or may in the future engage, in lending, investment banking, commercial banking and other financial advisory and commercial dealings with the Issuer and its affiliates and in relation to securities issued or guaranteed by any entity of the Group. They (i) have engaged or may engage in investment banking, trading or hedging activities including activities that may include prime brokerage business, financing transactions or entry into derivative transactions, (ii) act as underwriters in connection with offering of shares or other securities issued by any entity of the Group or (iii) have acted or may act as financial advisers to the Issuer or other companies of the Group. In the context of these transactions, certain of such Dealers or their respective affiliates have or may hold shares or other securities issued by entities of the Group. Where applicable, they have or will receive customary fees and commissions for these transactions. The Issuer may from time to time be engaged in transactions involving an index or related derivatives.

Potential conflicts of interest may arise between the Calculation Agent, if any, for a Tranche of Notes and the Noteholders, including with respect to certain discretionary determinations and judgements that such Calculation Agent may make pursuant to the Terms and Conditions.

Potential conflicts of interest involving administrative bodies of the Issuer

To the best of the knowledge of the Issuer, there is no conflict of interest between any of the private interests of the Issuer’s directors and their duties towards the Issuer. There are no family ties between the members of the Board of Directors.

                (18)      Legal Entity Identifier

The Legal Entity Identifier of the Issuer is 969500F7JLTX36OUI695.

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS BASE PROSPECTUS

The Issuer confirms that, to the best of its knowledge, the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect its import.

Renault

122-122 bis avenue du Général Leclerc

92100 Boulogne Billancourt

France

Duly represented by:

Patrick Claude VP Finance

Made in Paris on 7 May 2025

Registered Office of the Issuer

Renault S.A.

122-122 bis avenue du Général Leclerc

92100 Boulogne Billancourt

France

Telephone: +33 1 76 84 04 04

Arranger

Natixis

7, promenade Germaine Sablon

75013 Paris France

Dealers

BNP PARIBAS

16, boulevard des Italiens 75009 Paris France

Citigroup Global Markets Europe AG

Börsenplatz 9

60313 Frankfurt am Main

Germany

Crédit Agricole Corporate and Investment Bank

12, place des Etats-Unis

CS 70052

92547 Montrouge Cedex France

HSBC Continental Europe

38, avenue Kléber 75116 Paris France

MUFG Securities (Europe) N.V.

World Trade Center, Tower Two, 5th Floor

Strawinskylaan 1887

1077 XV Amsterdam The Netherlands

Natixis

7, promenade Germaine Sablon

75013 Paris France

Société Générale

29, boulevard Haussmann 75009 Paris

France

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

BNP PARIBAS

Grands Moulins de Pantin

9, rue du Débarcadère 93500 Pantin France

Auditors to the Issuer

KPMG S.A.

Tour Eqho

2 avenue Gambetta

CS 60055

92066 Paris La Défense Cedex

France

Forvis Mazars SA

61 rue Henri Regnault

92075 Paris La Défense Cedex France

Legal Adviser to the Dealers Allen Overy Shearman Sterling LLP

32, rue François 1^er 75008 Paris France

Legal Adviser to the Issuer Herbert Smith Freehills Paris LLP

66, avenue Marceau 75008 Paris

France