from RENAULT (EPA:RNO)
EMTN BASE PROSPECTUS 2026
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 26-111 on 30 April 2026 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event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.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 relevant Final Terms (as defined below).
This Base Prospectus supersedes and replaces the Base Prospectus dated 7 May 2025 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 40th 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 BBB- 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 BBB- with a stable 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
- BNP PARIBAS
- Crédit Agricole CIB
- Citigroup
- HSBC
- MUFG
- Natixis
- Société Générale Corporate & Investment Banking
The date of this Base Prospectus is 30 April 2026
2
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 relevant 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 "Information 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 (including any future financial information) which is deemed to be incorporated by reference, the information (including any future financial 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 "Information 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.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (DISC) for offering, selling, distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
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 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), as amended (the MiFID II Product Governance Rules), any Dealer subscribing for any Notes is a manufacturer, as defined in MiFID II, in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules.
For the avoidance of doubt, the Issuer is not 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.
4
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 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 |
| Information Incorporated by Reference | 25 |
| Supplement to the Base Prospectus | 31 |
| Terms and Conditions of the Notes | 35 |
| Temporary Global Certificates Issued in Respect of Materialised Bearer Notes | 92 |
| Use of Proceeds | 93 |
| Description of the Issuer | 94 |
| Recent Events | 95 |
| Documents on Display | 96 |
| Subscription and Sale | 97 |
| Form of Final Terms | 102 |
| General Information | 121 |
| Persons Responsible for the Information Given in this Base Prospectus | 125 |
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.
Issuer: Renault S.A.
Legal Entity Identifier (LEI): 969500F7JLTX36OUI695
Description: Euro Medium Term Note Programme due from one month from the date of original issue (the Programme)
Arranger: Natixis
Dealers: BNP PARIBAS, Citigroup Global Markets Europe AG, Crédit Agricole Corporate and Investment Bank, HSBC Continental Europe, MUFG Securities (Europe) N.V., Natixis and Société Générale.
The Issuer may from time to time terminate the appointment of any Dealer under the Programme or appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Base Prospectus to Permanent Dealers are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and references to “Dealers” are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches.
Programme Limit: Up to Euro 10,000,000,000 (or its equivalent in other currencies at the date of issue of any Notes) aggregate nominal amount of Notes outstanding at any time (the Programme Limit). The Programme Limit may be increased, as provided in the amended and restated dealer agreement dated 30 April 2026 (the Dealer Agreement) between the Issuer, the Permanent Dealers and the Arranger.
Fiscal Agent and Principal Paying Agent:
BNP PARIBAS
Calculation Agent, Redenomination Agent and Consolidation Agent:
BNP PARIBAS
Method of Issue: The Notes may be issued on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a Series) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a Tranche) on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in the relevant final terms in relation to such Tranche (the Final Terms).
Maturities: Subject to compliance with all relevant laws, regulations and directives, any maturity as agreed between the Issuer and the relevant Dealer(s).
Currencies: 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.
Denomination(s): Notes shall be issued in the Specified Denomination(s) set out in the relevant Final Terms, save that the Notes admitted to trading on a Regulated Market in circumstances which require the publication of a prospectus under the Prospectus Regulation shall have a minimum specified denomination of €100,000 (or its equivalent in any other currency), or such higher amount as may be allowed or required from time to time by the relevant monetary or financial authority or any laws or regulations applicable to the relevant Specified Currency.
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 Financial Services and Markets Act 2000 (the FSMA) will have a minimum denomination of £100,000 (or its equivalent in other currencies).
Dematerialised Notes will be issued in one denomination only.
Status of the Notes: The Notes will constitute direct, general, unconditional, unsecured (subject to the provisions of Condition 4) and unsubordinated obligations of the Issuer and will rank at all times pari passu 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.
Negative Pledge: There will be a negative pledge in respect of the Notes, as set out in Condition 4 - see “Terms and Conditions of the Notes – Negative Pledge”.
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 (including Make-Whole Redemption):
The Final Terms issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders and, if so, the terms applicable to such redemption.
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 Rates: The length of the interest periods for the Notes and the applicable 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 relevant 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:
- 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
- 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
- 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.
Interest periods will be specified in the relevant Final Terms.
The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both, provided that in no event will the relevant interest amount be less than zero.
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 (except for €STR, SOFR and SONIA), in the event that a Benchmark Event occurs, such that any rate of interest (or any component part thereof) cannot be determined by reference to the original benchmark or screen rate (as applicable) specified in the relevant Final Terms, then the Issuer shall use its reasonable endeavours to appoint an independent adviser to determine a successor or an alternative benchmark and/or screen rate (with consequent amendment to the terms of such Series of Notes and the application of an adjustment spread). See Condition 5(c)(iii)(D) “Terms and Conditions of the Notes – Benchmark discontinuation”.
Fixed/Floating Rate Notes: Fixed/Floating Rate Notes may bear interest at a rate that, on the Switch Date (i) the Issuer may elect to convert from a Fixed Rate to a Floating Rate, or from a Floating Rate to a Fixed Rate or (ii) will automatically change from a Fixed Rate to a Floating Rate or from a Floating Rate to a Fixed Rate.
Zero Coupon Notes: Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest.
Redenomination: Notes issued in the currency of any Member State of the EU which will participate in the single currency of the EU may be redenominated into Euro, all as more fully provided in “Terms and Conditions of the Notes – Form, Denomination(s), Title Redenomination and Currency” below.
Consolidation: Notes of one Series may be consolidated with Notes of another Series as more fully provided in Condition 14(b) -see “Terms and Conditions of the Notes – Consolidation”.
Form of Notes: Notes may be issued either in dematerialised form (Dematerialised Notes) or in materialised form (Materialised Notes).
Dematerialised Notes may, at the option of the Issuer, be issued in bearer form (au porteur) or in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder, in either fully registered form (au nominatif pur) or administered registered form (au nominatif administré). No physical documents of title will be issued in respect of Dematerialised Notes. See Condition 1 “Terms and Conditions of the Notes – Form, Denomination(s), Title Redenomination and Currency”.
Materialised Notes will be in bearer form only. A Temporary Global Certificate will be issued initially in respect of each Tranche of Materialised Notes. Materialised Notes may only be issued outside France.
Governing Law: French law.
Clearing Systems: (i) Euroclear France as central depositary in relation to Dematerialised Notes and (ii) Clearstream and Euroclear or any other clearing system that may be agreed between the Issuer, the Fiscal Agent and the relevant Dealer(s) in relation to Materialised Notes.
Initial Delivery of Dematerialised Notes: Not later than one (1) Paris business day before the issue date of each Tranche of Dematerialised Notes, the lettre comptable (in the case of syndicated issue only) or the Euroclear France application form relating to such Tranche shall be deposited with Euroclear France as central depositary.
Initial Delivery of Materialised Notes: On or before the issue date for each Tranche of Materialised Notes, the Temporary Global Certificate issued in respect of such Tranche shall be deposited with a common depositary for Euroclear and Clearstream or with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Fiscal Agent and the relevant Dealer(s).
Issue Price: Notes may be issued at their nominal amount or at a discount or premium to their nominal amount.
The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions.
Admission to Trading: Application may be made for Notes to be issued under the Programme, for a period of twelve (12) months from the date of the approval by the AMF on this Base Prospectus, to be admitted to trading on Euronext Paris. The Notes may also be admitted to trading on any other Regulated Market in accordance with the Prospectus Regulation or listed on any other stock exchange or market. As specified in the relevant Final Terms, a Series of Notes may be or may not be admitted to trading and may be unlisted.
No offer to retail investors: The Notes shall not be offered to retail investors in France and/or in any other Member State of the EEA.
Selling Restrictions: There are restrictions on the offer and sale of Notes and the distribution of offering material in various jurisdictions including the EEA, France, the United Kingdom, the United States, Japan, Hong Kong, Canada, the People’s Republic of China, Singapore and Switzerland. See the section headed “Subscription and Sale” of this Base Prospectus.
Rating: The Programme has been rated BBB- 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 BBB- with a stable outlook by S&P and Ba1 with a positive outlook by Moody’s.
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 400 to 423 of the 2025 Universal Registration Document, as defined and further described under “Information 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 BBBwith a stable 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 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 relevant 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 or Fixed/Floating Rate Notes, as the case may be, may be determined by reference to reference rates that constitute benchmarks (Benchmarks) for the purposes of Regulation (EU) 2016/1011, as amended (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 negative impact on any Floating Rate Notes or Fixed/Floating Rate Notes, as the case may be, 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 in the previous period when the Benchmark was available. Any of the foregoing could have a negative impact on the value or liquidity of, and return on, any Notes linked to or referencing a Benchmark.
The Benchmarks Regulation was amended to introduce a harmonised approach to deal with the cessation or wind-down of certain Benchmarks by conferring the power to designate a statutory replacement for certain Benchmarks on the European Commission, such replacement being limited to contracts and financial instruments.
In addition, the Benchmarks Regulation has been further amended. The final text was published in the Official Journal of the European Union on 19 May 2025 and is applicable since 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 now remain in scope of the mandatory application of the Benchmarks Regulation. An exemption applies for certain FX Benchmarks. Other Benchmarks have fallen out of mandatory Benchmarks Regulation scope (other than certain limited provisions in relation to statutory replacement of a Benchmark, connected with cessation and/or nonrepresentativeness). However, administrators may request voluntary application of the rules (opt-in) by requesting their competent authority to designate one or more of the Benchmarks that they offer, subject to a EUR 20 billion eligibility threshold.
Whilst the revised regime introduces a number of changes primarily to the scope of the Benchmarks Regulation regime, for Benchmarks that remain in scope of the revised regime, similar risks continue to apply. Benchmarks that have fallen out of scope of the revised regime (which have not opted-in) are no longer regulated in the same way since 1 January 2026. This means that previously mandatory requirements, for example, regulating governance, conflicts of interest, oversight functions, input data requirements, methodology and transparency of the methodology, requirements for contributors and in relation to input data, have fallen away. Among other things, there is a risk that this could mean that the methodology of such benchmarks may be less robust, resilient or transparent (potentially being capable of being materially amended without consultation). These provisions could have a significant impact on the 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 relevant 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 midswap 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 relevant 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, therefore, 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.
Under French insolvency laws, pursuant to decree-law (ordonnance) no. 2021-1193 of 15 September 2021, which transposes 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 in the context of the opening in France of a safeguard proceeding (procédure de sauvegarde), an accelerated safeguard proceeding (procédure de sauvegarde accélérée), a judicial reorganisation proceeding (procédure de redressement judiciaire) or a judicial liquidation proceeding (procédure de liquidation judiciaire) with respect to the Issuer, "affected parties" (including notably creditors, and therefore the Noteholders) shall be treated in separate classes which reflect certain class formation criteria 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 be overridden by a cross-class cram down.
The decision of each class is taken by a two-third (2/3rd) majority of the voting rights of the participating members, no quorum being required.
If the restructuring plan is approved by all classes of affected parties, the court ratifies the plan after verifying that certain statutory conditions are met. 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 the 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.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)) 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.
INFORMATION INCORPORATED BY REFERENCE
I. INFORMATION INCORPORATED BY REFERENCE AS OF THE DATE OF THE BASE PROSPECTUS
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:
- the press release dated 23 April 2026 issued by the Issuer relating to the unaudited financial information of the Issuer for the first quarter ended 31 March 2026 (the 2026 Q1 Press Release) (https://media.renaultgroup.com/1er-trimestre-2026-forte-dynamique-de-croissance-avec-un-chiffredaffaires-de-125-milliards-deuros-en-hausse-de-7-3-pourcent/?lang=fra);
- the sections referred to in the table below included in the French version of the 2025 Universal Registration Document of the Issuer which has been filed with the AMF under n°D.26-0104 on 18 March 2026. The French language version of the 2025 sections specifically referred to in the table below are designated as the 2025 Universal Registration Document or the 2025 URD (https://assets.renaultgroup.com/uploads/2026/03/DEU_2025_comp_202603191340.pdf);
- 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);
- the section "Terms and Conditions of the Notes" of the following base prospectuses (together the Previous EMTN Conditions) relating to the Programme:
- the base prospectus dated 7 May 2025 (pages 32 to 87) filed with the AMF under number 25-145 (https://assets.renaultgroup.com/uploads/2025/05/Renault-2025-Base-Prospectus.pdf);
- 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);
- 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);
- 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); and
- the base prospectus dated 5 July 2018 (pages 33 to 60) filed with the AMF under number 18-287 (https://assets.renaultgroup.com/uploads/2024/09/base-prospectus-2018.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 2025 Universal Registration Document and (ii) the 2024 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 2025 Universal Registration Document and the 2024 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
| Annex 7 of the Commission Delegated Regulation | Information incorporated by reference | Page no. in the 2026 Q1 Press Release | Page no. in the 2025 URD | Page no. in the 2024 URD |
|---|---|---|---|---|
| 3. RISK FACTORS | ||||
| 3.1 A description of the material risks that are specific to the issuer and that may affect the issuer’s ability to fulfil its obligations under the securities, in a limited number of categories, in a section headed ‘Risk Factors’. | In each category the most material risks, in the assessment of the issuer, offeror or person asking for admission to trading on a regulated market, taking into account the negative impact on the issuer and the probability of their occurrence, shall be set out first. The risk factors shall be corroborated by the content of the registration document. | p.400 to 423 | ||
| 4. INFORMATION ABOUT THE ISSUER | 4.1 History and development of the Issuer | |||
| 4.1.1 The legal and commercial name of the Issuer | p.564 | |||
| 4.1.2 The place of registration of the Issuer, its registration number and legal entity identifier (“LEI”). | p.564 | |||
| 4.1.3 The date of incorporation and length of life of the Issuer, except where the period is indefinite. | p.564 | |||
| 4.1.4 The domicile and legal form of the Issuer, the legislation under which the Issuer operates, its country of incorporation, the address, telephone number of its registered office (or principal place of business if different from its registered office) and website of the Issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. | p.564, 576 | |||
| 4.1.5 Any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer’s solvency. | p.1 to 9 | p.430 to 436, 541 | ||
| 5. BUSINESS OVERVIEW | 5.1 Principal activities | |||
| 5.1.1 A brief description of the issuer’s principal activities stating the main categories of products sold and/or services performed. | p.31 | |||
| 5.1.2 The basis for any statements made by the issuer regarding its competitive position. | N/A | |||
| 6. ORGANISATIONAL STRUCTURE | ||||
| 6.1 If the issuer is part of a group, a brief description of the group and the issuer’s position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure. | p.21 to 23 | |||
| 6.2 If the issuer is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence. | p.21 to 23, 529 to 532, 554 |