Early redemption for illegality

This Condition 11.5 applies to the Notes only if the Pricing Supplement states that the Notes are Senior Preferred Notes.

The Issuer may, at its option, redeem all (but not some) of the Senior Preferred Notes of a Series in whole before their Maturity Date at the Redemption Amount and any interest accrued on it to (but excluding) the Redemption Date 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, it will become unlawful for the Issuer to perform or comply with one or more of its obligations under the Senior Preferred Notes (an “Illegality Event”).

However, the Issuer may only do so subject to:
(i) the Issuer having given not more than 45 nor less than 30 days’ notice to the Registrar, the Noteholders, each other Agent and any stock or securities exchange or other relevant authority on which the Senior Preferred Notes are listed, quoted and/or traded; and
(ii) such purchase being permitted by the Applicable MREL/TLAC Regulations and subject to the prior consent of the Relevant Regulator and/or the Relevant Resolution Authority, if required.

Early redemption for MREL/TLAC Disqualification Event (MREL/TLAC Disqualification Event Call)

This Condition 11.8 applies to the Notes only if the Pricing Supplement states that this Condition 11.8 applies.

If the relevant Pricing Supplement states that this Condition 11.8 applies, upon the occurrence of a MREL/TLAC Disqualification Event, the Issuer may, at its option, at any time, redeem all (but not some) of the Notes of a Series in whole before their Maturity Date at the Redemption Amount and any interest accrued on it to (but excluding) the Redemption Date.

MREL/TLAC Disqualification Event means:
(a) with respect to any Senior Preferred Notes, that at any time all or part of the outstanding principal amount of such Senior Preferred Notes does not fully qualify as MREL/TLAC Eligible Instruments, except by reason of any quantitative limitation on the amount of unsubordinated obligations that can qualify as MREL/TLAC Eligible Instruments;
(b) with respect to any Senior Non-Preferred Notes, that at any time all or part of the outstanding principal amount of such Senior Non-Preferred Notes does not fully qualify as MREL/TLAC Eligible Instruments; and
(c) with respect to any Subordinated Notes, that at any time that all or part of the outstanding principal amount of such Subordinated Notes of a Series does not fully qualify as MREL/TLAC Eligible Instruments,
except, in each case, where such non-qualification was reasonably foreseeable at the applicable Issue Date or is due to the remaining maturity of such Notes being less than any period prescribed by the Applicable MREL/TLAC Regulations;