Altarea : Prospectus approved by the AMF on 14 December 2020 €300,000,000 1.750% notes

December 15, 2020 at 06:31 am EST

PROSPECTUS DATED 14 DECEMBER 2020

Altarea

(Established as société en commandite par actions in France)

€300,000,000 1.750% notes due 16 January 2030

Issue price: 99.757 per cent.

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The €300,000,000 1.750% notes due 16 January 2030 (the "Notes") will be issued by Altarea (the "Issuer") on 16 December 2020 (the "Issue Date").

Interest on the Notes will accrue at the rate of 1.750 per cent. per annum from the Issue Date and will be payable in Euro annually in arrear on 16 January in each year, commencing on 16 January 2022. There will be a long first coupon for the period from, and including, 16 December 2020 to, but excluding, 16 January 2022. Payments of principal and interest on the Notes will be made without deduction for or on account of taxes of France (See "Terms and Conditions of the Notes - Taxation").

The obligations of the Issuer in respect of principal and interest payable under the Notes constitute direct, unconditional and unsecured obligations of the Issuer, ranking equally and rateably among themselves and equally and rateably with all other unsubordinated and unsecured (chirographaires) obligations, present or future, of the Issuer, as further described in "Terms and Conditions of the Notes - Status of the Notes". The Terms and Conditions of the Notes do not include negative pledge provision.

Unless previously redeemed or repurchased and cancelled in accordance with the terms and conditions of the Notes, the Notes s hall be redeemed at their principal amount on 16 January 2030 (the "Maturity Date"). The Notes may, and in certain cases shall, be redeemed before the Maturity Date, in whole or in part, at their principal amount, plus interest, if any, accrued up to the date of redemption (excluded), as provided in Conditions 4, 6 and 8 of the terms and conditions of the Notes.

If a Change of Control Event occurs, each Noteholder will have the option to require the early redemption of all or any of the Notes held by such Noteholder on the Early Redemption Date at their principal amount together with interest accrued up to but excluding such date of redemption all as defined and more fully described in "Terms and Conditions of the Notes - Redemption and Purchase - Early redemption at the option of Noteholders in the event of a Change of Control Event".

The Issuer may, at its option (i) redeem the Notes, in whole or in part, at any time prior to the Residual Maturity Call Option Date, in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption and Purchase - Make-whole Redemption by the Issuer", (ii) redeem all but not some only of the outstanding Notes in the event that seventy-five (75) per cent. or more of the initial aggregate principal amount of the Notes has been redeemed or purchased, in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption and Purchase - Clean-Up Call", and (iii) from and including the Residual Maturity Call Option Date to but excluding the Maturity Date, redeem, all but not some only, of the Notes outstanding, at par plus accrued interest, in accordance with the provisions set out in "Terms and Conditions of the N otes - Redemption and Purchase - Residual Maturity Call Option by the Issuer".

This document constitutes a prospectus (the "Prospectus") within the meaning of Article 6.3 of Regulation (EU) 2017/1129 of 14 June 2017 (the "Prospectus Regulation"), in respect of, and for the purposes of giving information with regard to, the Issuer and its consolidated subsidiaries taken as a whole (the "Group") and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to m ake an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group , the rights attaching to the Notes and the reason for the issuance and its impact on the Issuer and the Group.

The Notes are issued in dematerialised bearer form with a principal amount of €100,000 each. Title to the Notes shall be evidenced by book entry, in accordance with articles L.211-3et seq. of the French Code monétaire et financier. No physical document of title to the Notes (including certificates of title (certificats représentatifs) as provided in article R.211-7 of the French Code monétaire et financier) shall be delivered in respect of the Notes.

Upon issue, the Notes shall be entered in an account in the books of Euroclear France which shall credit the relevant accounts of the Account Holders, including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, S.A. ("Clearstream"). "Account Holder" means any intermediary authorised to hold securities accounts, directly or indirectly, on behalf of its clients with Euroclear France, Clearstream and Euroclear.

The Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France, as competent authority under the Prospectus Regulation and received the approval number no 20-599 dated 14 December 2020 and will be valid until the date of admission of the Notes to trading on Euronext Paris. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. The AMF only approves this 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 and of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of invest ing in the Notes.

Application will be made for the Notes to be admitted to trading on the regulated market of Euronext Paris as from the Issue Date. Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID II"), appearing on the list of regulated markets issued by the European Securities and Markets Authority (the "ESMA").

The Notes have been rated BBB by S&P Global Ratings Europe Limited ("S&P"). The Issuer is currently rated for its long-term debt, BBB (negative outlook) by S&P. S&P is established in the European Union, is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation") and is included in the list of credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning credit rating agency without notice.

Copies of this Prospectus (including the documents incorporated by reference therein) are available on the websites of the Issuer (www.altarea.com ) and the AMF (www.amf-france.org)(except for the 2020 Half-Yearly Financial Report which shall be only available on the website of the Issuer).

An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by reference in this Prospectus and, in particular, the information set out in the "Risk Factors" section prior to investing in the Notes.

	Joint Lead Managers
BNP PARIBAS	CRÉDIT AGRICOLE CIB
DEUTSCHE BANK	NATIXIS

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, Natixis and Société Générale (the " Joint Lead Managers") have not verified the information contained, or incorporated

by reference, in this Prospectus. The Joint Lead Managers give no express or implied representation and accepts no liability concerning the accuracy or completeness of any information contained, or incorporated by reference, in this Prospectus.

This Prospectus and any other information provided in connection with the issue of the Notes shall not constitute an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to subscribe for or purchase any of the Notes.

No person is, or has been, authorised by the Issuer or the Joint Lead Managers to provide information or make representations concerning the sale or issue of the Notes other than those contained, or incorporated by reference, in this Prospectus and if any such information or representations have been provided or made, they shall not be considered as having been authorised by the Issuer or the Joint Lead Managers. Under no circumstances shall delivery of this Prospectus or any sale of the Notes imply (i) that there has not been any change in the situation of the Issuer or the group formed by the Issuer and its consolidated subsidiaries (together, the " Group") since the date of this Prospectus or (ii) that the representations and information that it contains or incorporates by reference are true and accurate on any date subsequent to the date on which they were made or provided.

Each prospective investor shall make its own judgement as to the relevance of the information contained, or incorporated by reference, in this Prospectus and shall base its decision to subscribe for or purchase the Notes on such enquiries as it deems necessary. The Joint Lead Managers give no undertaking to monitor the financial position or general situation of the Issuer and/or the Group whilst the Notes remain in issue, or to provide any investor or prospective investor with any information that may come into their possession in connection therewith. Investors must in particular perform their own analysis and make their own assessment of all factors relevant to an investment in the Notes and the risks relating to the Issuer, its business, its financial position, the Group and the Notes and must consult their own legal and financial advisers on the risks involved in an investment in the Notes and the suitability of such an investment having regard to their individual situation. Prospective investors are invited to carefully read the section entitled "Risk factors" of this Prospectus before making any decision to invest in the Notes.

Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or documentary charges or duties in accordance with the laws and practices of the jurisdiction where the Notes are transferred or other jurisdictions. Payments of interest and other amounts under the Notes may also be subject to taxation. In some jurisdictions, no official statements of the tax authorities or court decisions may be available for the tax treatment of innovative financial notes such as the Notes. The tax impact on an individual Noteholder may differ from the situation for Noteholders generally. Potential investors are advised to ask for their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, disposal and redemption of the Notes. Only these advisers are in a position to duly consider the specific situation of the potential investor.

Neither the Issuer, the Joint Lead Managers nor any of their respective affiliates has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective investor in the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.

Certain of the Joint Lead Managers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such Joint Lead Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any such positions could adversely affect future trading prices of Notes. The Joint Lead Managers and their affiliates may also make investment recommendations and/or publish or express

independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Each of the Issuer and the Joint Lead Managers may from time to time be engaged in transactions involving an index or related derivatives which may affect the market price, liquidity or value of the Notes and which could be deemed to be adverse to the interests of the Noteholders.

In certain countries, the distribution of this Prospectus and any offer or sale of the Notes may be subject to legal or regulatory restrictions. Neither the Issuer nor the Joint Lead Managers give any warranty that this Prospectus shall be distributed in accordance with the law or that the Notes shall be offered in accordance with the law, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any applicable exemption, and they shall not be liable for having facilitated any such distribution or offer. In particular, neither the Issuer nor the Joint Lead Managers have taken any action with a view to offering the Notes to retail investors or distributing this Prospectus in any jurisdiction where any such action is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offer document may be distributed or published in any jurisdiction except in compliance with all applicable laws and regulations. Persons into whose possession this Prospectus may fall are invited to familiarise themselves and comply with such restrictions. A description of various restrictions on the offer and sale of Notes and distribution of this Prospectus and any other marketing document relating to the Notes is set forth in the "Subscription and Sale" section of this Prospectus.

IMPORTANT - PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS - The Notes are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the " EEA") or in the United Kingdom (the

UK"). 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, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (" Insurance Distribution Directive"), 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, as amended (the
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been or will be prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MiFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the Guidelines on MiFID II product governance requirements published by the European Securities and Markets Authority (" ESMA") on 5 February 2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a " distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S . SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT") NOR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS. (AS DEFINED IN THE SECURITIES ACT) FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS PROSPECTUS, SEE "SUBSCRIPTION AND SALE" HEREIN.

The consolidated financial statements of the Issuer and the Group for the years ended 31 December 2019 and 31 December 2018 have been prepared in accordance with IFRS.

In this Prospectus, unless otherwise specified or the context otherwise requires, references to €, Euro, EUR or euro are to the single currency of the participating member states of the European Economic and Monetary Union which was introduced on 1 January 1999.

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor's currency;
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase, sale or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk -based capital or similar rules.

Clause	Page
Risk Factors...................................................................................................................................	7
Documents incorporated by reference ..............................................................................................	16
Terms and Conditions of the Notes..................................................................................................	21
Use and Estimated Net Amount of Proceeds .....................................................................................	34
Recent Events ..............................................................................................................................	35
Subscription and Sale....................................................................................................................	42
General information ......................................................................................................................	44
Person responsible for the information contained in the Prospectus ......................................................	48

RISK FACTORS

The Issuer considers that the risk factors described below are specific to the Issuer and/or the Notes and important in taking an informed investment decision concerning the Notes and/or may affect its ability to fulfil its obligations to the investors under the Notes.

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 the Notes are also described below.

The Issuer believes that the factors described below represent the principal inherent risks in investing in the Notes, 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 Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

Terms and expressions defined in the section "Terms and Conditions of the Notes" of this Prospectus shall have the same meanings when used below.

In each sub-category below the Issuer sets out first the most material risks, in its assessment, taking into account the expected magnitude of their negative impact and the probability of their occurrence.

1. RISKS RELATING TO THE ISSUER

The risks that may affect the Issuer's ability to fulfil its obligations issued under this Prospectus are set out in particular on pages 255-264 of the 2019 URD of the Issuer incorporated by reference into this Prospectus, as further described under "Documents Incorporated by Reference" in this Prospectus. The Issuer considers that such risks remain up-to-date and relevant in the current circumstances, in particular as regards the ongoing sanitary crisis, and are corroborated more particularly by the content of the press release regarding the publication of the Issuer accounts for the 3rd quarter, incorporated in the section "Recent Events" of this Prospectus. The categories and headings of each risk factor is set out below:

Business-sectorrelated risks;
Risks inherent to the Group's operations;
Risks related to the Group's financial position;
Legal and regulatory risks; and
Social, environmental and governance risks.

Given the level of uncertainty, as the effects of the Covid-19 pandemic are still on-going, the Issuer is not in a position to provide an absolute assessment of the overall impact, past and future, on the Group. For further information on the impacts of the Covid-19 pandemic over the first 9 months of 2020, please refer to the press releases dated 5 May 2020 (2020 1st quarter revenues), 3 August 2020 (2020 half-year results) and 5 November 2020 (2020 9-month revenues) and published by the Issuer on its website (https://www.altarea.com/en) (see also section "Recent Developments" of this Prospectus for the 2020 9-month result press release).

In accordance with the Prospectus Regulation, the risks factors presented herein and associated with the Covid-19 crisis are related to Altarea operations and corporate issues. Those risks can be grouped

into four main themes. The first three are operational themes and the fourth is a corporate and strategic theme.

Retail market:

With regard to the retail sector, the health crisis led to the c losure of certain non-essential shops in shopping centers. The short-term consequences were a sharp drop in the turnover of tenants, which could potentially lead to failures and in the medium term an increase of insolvency proceedings ("Procédures collectives") for the most vulnerable, especially in the clothing sector, which had already weakened before the crisis.

The Covid crisis is also affecting the leisure and food&beverage sectors more severely than others, since these shops shall be closed from November 2020 to January/February 2021, while they are a vector of attractiveness of most shopping centers and malls. All this has led to short-term issues of rent collection resulting in the opening of negotiations with the landlords, on the basis of rents reductions or renunciations in exchange of amendments on rental contracts more favourable to landlords. In the longer term, rent payment issues for retailers could turn into an increase of the vacancy of shopping centers, whose financial consequences would be a decrease in the value of the assets.

However, this risk has been significantly reduced in recent years by Altarea, particularly in 2019, where a significant number of businesses whose format was likely to be the most fragile, notably commercial galleries and assets in Italy, were sold. The assets of the Group held to date are made up of some of the most resilient assets and should, once the period of the health crisis is over, make the most of a resumption, at a normal pace, of the activity as soon as it can take place.

Finally, the Covid crisis could cause consumers to structurally change their shopping habits in a way potentially less favourable to physical businesses during the lockdown period, through an increased use of e-commerce websites, particularly in the clothing sector. Nevertheless, shopping malls allow for socialization, exchanges, and meeting places that are likely to bring customers back to this type of locations.

Housing sector:

Regarding the housing sector, the health crisis has highlighted the fact that the residential asset class is the most resilient of all real estate asset classes. Housing is both a safe haven for the investor and a value of use for the person who is resident.

Due to the health crisis, there may be a number of factors in the short term that may lead to a decline in demand for housing. Mainly, a potentially deeper economic crisis could result in higher unemployment on the one hand, and, correspondingly, a tightening of bank mortgages on the other, as observed in the second half of 2020, including directives from the French Haut Conseil de stabilité financière warning banks of a potential increase in default risk on mortgage loans, resulting in anoverall restriction of access to credit for households.

In general, macroeconomic uncertainties are likely to delay individual decisions to purchase housing. On the other hand, the attractiveness of the residential class to institutions is not impacted. On the contrary, monetary and fiscalpolicies, in response to the crisis, have driven interest rates to sustainably low levels, and the returns offered by this asset class are now considered as attractive by financial institutions.

There are structural measures for new housing to support construction and aid (Pinel), which the government has recently clarified, until 2022. Nevertheless, a tightening of energy consumption standards, linked to the extension of these pro-construction measures, is to be considered. This risk is nonetheless permanent and not specifically related to Covid.

The health crisis can lead to a postponement of decisions in the short term. In the long term, the factors that have structured the French residential market for several decades have not disappeared (housing shortage, increase in the number of households, administrative malthusianism, etc.). On the other hand, the health crisis may have led to changes in the geographical structure of demand with residential areas in the heart of metropolises that are perceived as less favourable than before, and it may have created new residential territories, especially in medium-sized towns on the periphery of major cities.

Office market:

Regarding the office market, the pre-crisis situation was characterized by a shortage of core products in the heart of major cities. Demand was high, supported by economic growth. The short-term health crisis, due to its economic consequences, but also due to the emergence of the growth of telework, has reduced the demand from companies for new office space. This Covid crisis may have long-term effects that may lead to a decrease in demand for square metres of office space but could paradoxically lead to an increase in demand for telework-friendly office space.

The health crisis has also led many companies to rethink their organisation and modus operandi, which may result in lower structural demand.

Nevertheless, the office remains a symbol of the company's brand image and a place where coordination and socialization between employees are promoted, especially in sectors with higher added value or high complexity requiring significant interactions between employees. Altarea had anticipated this trend in recent years by being partially out of the very expensive and over-competitiveIle-de-France market, and had developed a segment of offices with high environmental value on the periphery of regional cities, thus taking significant market share just before the crisis in a growing segment, the major regional metropolises being today the deferral market of Ile-de-France. The health crisis has, as it emerged, accelerated a trend that was already in place.

Corporate sector:

Finally, at the Corporate level, the main risk of the Covid crisis is associated with the restrictions faced by some commercial real estate companies to access the credit market, particularly banking and mortgages credit markets, as it is more difficult to finance business assets whose difficulties are now well known and documented. As of today, Altarea has not experienced such restrictions to get access to the credit market.

2. RISKS RELATING TO THE NOTES

2.1 Risks related to the particular structure of the Notes

The Notes may be repurchased or redeemed early by the Issuer

Pursuant to Condition 4.6, the Issuer reserves the right to repurchase Notes at any price whatsoever, on the stock exchange or over the counter, in accordance with applicable laws and regulations. Although such operations do not impact on the scheduled timetable for redemption of the Notes remaining outstanding, they may however, depending on the purchase price of the repurchased Notes reduce the return on such Notes that may be repurchased prior to maturity, such return being lower than that of Notes redeemed at maturity.

Depending on the number of Notes purchased by the Issuer as provided in Condition 4.6, any trading market in respect of those Notes that have not been so purchased may become illiquid. As a result, a Noteholder may not be able to resell its Notes without incurring a material discount from the principal amount of the Notes.

Furthermore, in the event that the Issuer is obliged to pay additional amounts under the Notes by reason of a deduction or withholding tax, as provided in Condition 6, the Issuer may, and in certain circumstances shall, redeem all of the Notes then outstanding, in accordance with the terms of such Condition.

In addition, the Issuer may, at its option (i) redeem, in whole or in part, the outstanding Notes at any time prior to the Residual Maturity Call Option Date, at the relevant make-whole redemption amount, as provided in Condition 4.3, (ii) redeem all, but not some only, of the outstanding Notes in the event that 75 per cent. or more of the initial aggregate principal amount of the Notes has been redeemed or purchased (and subsequently cancelled) by the Issuer, as provided in Condition 4.4 and (iii) from and including the Residual Maturity Call Option Date to but excluding the Maturity Date, redeem all, but not some only, of the Notes outstanding at par plus accrued interest, as provided in Condition 4.5.

In particular, with respect to the redemption at the option of the Issuer when 75 per cent. or more of the principal amount of the Notes has been redeemed (as provided in Condition 4.4), there is no obligation on the Issuer to inform Noteholders if and when the 75 per cent. threshold referred to therein has been reached or is about to be reached. The Issuer's right to redeem will exist notwithstanding that immediately prior to the publication of a notice in respect of the redemption at the option of the Issuer of the Notes under Condition 4.4, the Notes may have been trading significantly above par, thus potentially resulting in a loss of capital invested.

During a period when the Issuer may elect to redeem Notes, such Notes may feature a market value not above the price at which they can be redeemed. If the market interest rates decrease, the risk to Noteholders that the Issuer will exercise its right of early redemption increases. As a consequence, the yields received upon such early redemption may be significantly lower than the purchase price paid for such Notes by the Noteholder where the purchase price was above par. 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 such redeemed Notes.

The Issuer could be compelled to redeem the Notes if an event of default or a Change of Control Event (as defined in Condition 4.2) were to occur. If the Noteholders, upon an event of default or a Change of Control Event, were to require from the Issuer the redemption of their Notes, the Issuer's capacity to redeem the Notes will in particular depend on its financial situation at the time of the redemption and may be limited by any applicable legislation, by the conditions of its indebtedness and also by any new financings in place at that date and which shall replace, add or modify the existing or future debt of the Issuer. Consequently, the Issuer may be able to redeem only a part of the required amount. Furthermore, the Issuer's failure to redeem the Notes may result in an event of default pursuant to the terms and conditions of other loans or contracts.

The Make-whole Redemption by the Issuer is exercisable in whole or in part and exercise of the Make- whole Redemption by the Issuer in respect of certain Notes may significantly affect the liquidity of the Notes in respect of which such option is not exercised

The Make-whole Redemption by the Issuer provided in Condition 4.3 is exercisable in whole or in part. If the Issuer decides to redeem the Notes in part, such partial redemption shall be effected by reducing the principal amount of all Notes in proportion to the aggregate principal amount redeemed. Depending on the number of Notes in respect of which such option is exercised, any trading market in respect of the remaining Notes for which such option is not exercised may become illiquid. As a result, a Noteholder may not be able to resell its Notes without incurring a significant discount from the principal amount of the Notes.

Absence of negative pledge provision

The Terms and Conditions of the Notes do not include negative pledge provision and Condition 11(d) provides that the provisions of Article L.228-65 I. 4° of the French Code de commerce (providing for a prior approval of the Noteholders of an issue of bonds benefiting from a security ( sûreté réelle)) and the related provisions of the French Code de commerce shall not apply to the Notes. As a consequence, the Issuer is free to transfer the property of its assets or to grant any security interest on such assets in any circumstances, without the consent of the Noteholders. The Issuer may in particular incur any significant additional secured indebtedness, such indebtedness will rank senior to the other indebtedness of the Issuer to the extent of the security interest granted including to the Notes issued pursuant to this Prospectus. The Conditions do not contain any other covenants restricting the operations of the Issuer, or its ability to distribute dividends or buy back shares. The Issuer's subsidiaries are not bound by obligations of the Issuer under the Notes and are not guarantors of the Notes. If the Issuer's financial condition were to deteriorate, the Noteholders could suffer direct and materially adverse consequences, including loss of their entire investment, including as a result of secured creditors having priority over secured assets . However, Condition 9 contain a covenant limiting the ability of the Issuer to incur additional secured debt.

The Notes may be redeemed early at the option of the Noteholders in the event of a Change of Control Event

Any Noteholder may, in the circumstances described in Condition 4.2, at its option, request the early redemption of all or some of the Notes that it holds, at their principal amount plus, if relevant, accrued interest. The market in the Notes in respect of which such right of redemption has not been exercised, may become illiquid. Furthermore, Noteholders requesting redemption of their Notes may be unable to reinvest the funds received upon such early redemption at a level of return similar to that of the redeemed Notes.

Modification and waiver

The Terms and Conditions of the Notes contain provisions for Noteholders to consider matters affecting their interests generally to be adopted either through a general meeting or following a written decision (as more fully described in Condition 11). These provisions permit 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 written decision or Noteholders who voted in a manner contrary to the majority. General meetings or written decisions may deliberate on any proposal relating to the modification of the Terms and Conditions of the Notes subject to the limitations provided by French law. 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(d) provides that the provisions of Article L.228- 65 I. 1°, 3° and 4° of the French Code de commerce (respectively providing for a prior approval of the Noteholders (i) of any change in corporate purpose or form of the Issuer, (ii) in relation to any proposal to merge or demerge the Issuer in the cases referred to in Articles L. 236-13 and L. 236-18 of the French Code de commerce and (iii) of an issue of bonds benefiting from a security (sûreté réelle)) and the related provisions of the French Code de commerce 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.

2.2 Risks for the Noteholders as creditors of the Issuer Credit Risk

As contemplated in Condition 2, the obligations of the Issuer in respect of principal, interest and other amounts payable under the Notes constitute direct, unconditional, unsubordinated and unsecured obligations (chirographaires) of the Issuer. Noteholders are exposed to the credit risk of the Issuer. Noteholders are exposed to a higher credit risk than creditors benefiting from security interests from the Issuer. Credit risk refers to the risk that the Issuer may be unable to meet its financial obligations under the Notes. The value of the Notes will also depend on the creditworthiness of the Issuer (as may be impacted by the "Risks relating to the Issuer" as described above). If the creditworthiness of the Issuer deteriorates, and notwithstanding Condition 8 which enables the Noteholders to request the redemption of the Notes, such deterioration could materially and negatively impact the Noteholders as (i) the Issuer may not be able to fulfil all or part of its payment obligations under the Notes, (ii) the value of the Notes may decrease and (iii) Noteholders may lose all or part of their investment.

French insolvency law

As a société en commandite par actions incorporated in France, French insolvency laws apply to the Issuer.

Under French insolvency law, holders of debt securities (such as the Notes) are automatically grouped into a single assembly of holders (the "Assembly") in case of the opening in France of a safeguard (procédure de sauvegarde), accelerated financial safeguard (procédure de sauvegarde financière accélérée), accelerated safeguard (procédure de sauvegarde accélérée) or a judicial reorganisation procedure (procédure de redressement judiciaire) relating to the Issuer, in order to defend their common interests.

The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes) regardless of their governing law.

The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde), accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée), accelerated safeguard plan (projet de plan de sauvegarde accélérée) or judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may notably agree to:

increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling due payments and/or partially or totally writing off receivables in form of debt securities;
establish an unequal treatment between holders of debt securities (including the Noteholders) as appropriate under the circumstances; and/or
decide to convert debt securities (including the Notes) into securities that give or may give right to share capital.

Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities held by the holders expressing a vote). No quorum is required to hold the Assembly.

The procedures, as described above or as they will or may be amended, could have an adverse impact on holders of the Notes seeking repayment in the event that the Issuer or its subsidiaries were to become insolvent.

For the avoidance of doubt, the provisions relating to the Representation of the Noteholders described in this Prospectus in Condition 11 will not be applicable if they depart from any imperative provisions of French insolvency law that may be applicable.

In addition, it should be noted that a directive (EU) 2019/1023 "on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132" has been adopted by the European Union on 20 June 2019 (the "Restructuring Directive"). Once transposed into French law (which is scheduled to happen by 17 July 2021 at the latest), such directive should have a material impact on French insolvency law, especially with regard to the process of adoption of restructuring plans under insolvency proceedings. Depending on how it will be transposed into French law, it may impact the situation of Noteholders in the event that the Issuer was to be subject to the relevant French insolvency proceedings.

More specifically the Restructuring Directive is expected to impact the process of adoption of restructuring plans under insolvency proceedings. Creditors (including 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 are sufficiently similar to justify considering the members of the class a homogenous group with commonality of interest. As a minimum, secured and unsecured claims shall be treated in separate classes for the purpose of adopting a restructuring plan. A restructuring plan shall be deemed to be adopted by affected parties, provided that a majority in the amount of their claims or interests is obtained in each and every class (the required majorities shall be laid down by member states at not higher than 75% in the amount of claims or interests in each class). If the restructuring plan is not approved by each and every class of affected parties, the plan may however be confirmed by a judicial or administrative authority by applying a cross-classcram-down.

Therefore, when the Restructuring Directive is transposed into French law, it is likely that the Noteholders will no longer deliberate on the proposed restructuring plan in a separate assembly, meaning that they will no longer benefit from a specific veto power on this plan. Instead, as any other affected parties, the Noteholders will be grouped into one or several classes (with potentially other types of creditors) and their dissenting vote may possibly be overridden by a cross-class cram down.

The commencement of insolvency proceedings against the Issuer would have a material adverse effect on the market value of Notes issued by the Issuer. Any decisions taken by the Assembly or a class of creditor, as the case may be, 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.

2.3 Risks related to the market Market value of the Notes

The market value of the Notes may be affected by the Issuer's creditworthiness and/or that of the

Group and other additional factors.

The Issuer is currently rated for its long term debt BBB (negative outlook) by S&P. Any negative change in such credit rating of the Issuer could negatively affect the trading price for the Notes and hence investors may lose part of their investment.

The value and market of the Notes depends on inter-dependent factors, including economic, financial and political factors, in France or elsewhere (such as, in particular, the effect of the COVID-19 pandemic on the global economy), or factors affecting the capital markets in general and the market on which the Notes are admitted to trading and, to varying degrees, market conditions, interest rates,

currency exchange rates and inflation rates in other European and other industrialised countries . The price at which a Noteholder will be able to sell the Notes may be substantially less than the issue price or the purchase price paid by the Noteholder, as the case may be. There can be no assurance that events in France, Europe or elsewhere will not cause market volatility or that such volatility w ill not adversely affect the price of Notes or that economic and market conditions will not have any other adverse effect. If the Issuer's credit quality deteriorates, the value of the Notes may also fall and Noteholders selling their Notes prior to the Maturity Date may receive significantly less than the total amount of capital invested.

Risks relating to the secondary market for the Notes

Application has been made to Euronext Paris for the Notes to be admitted to trading on Euronext Paris. An investment in the Notes should be considered primarily with a view to holding them until their maturity (i.e. 16 January 2030). The Notes may not have an established trading market when issued and admitted to trading. There can be no assurance of a secondary market for the Notes or the continued liquidity of such market if one develops. When 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 this Prospectus has been approved by the Autorité des marchés financiers in France and application has been made for the Notes to be admitted to trading on Euronext Paris, there is no assurance that such admission to trading will occur or that an active trading market will develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for the Notes. The absence of liquidity may have a significant material adverse effect on the value of the Notes. In addition, Noteholders may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and in extreme circumstances such Noteholders could suffer loss of their entire investment.

Interest rate risk for fixed rate notes

As provided in Condition 3, the interest on the Notes is calculated at a fixed rate of 1.750 per cent. per annum. Investment on the Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Notes. Generally, prices of fixed interest rate notes tend to fall when market interest rates rise and accordingly are subject to volatility.

While the nominal interest rate of a fixed interest rate note is fixed during the life of such a note, the current interest rate on the capital market ("market interest rate") typically changes on a daily basis. If the market interest rate increases, the price of such note typically falls, until the yield of such note is approximately equal to the market interest rate. If the market interest rate decreases, the price of a fixed rate note typically increases, until the yield of such note is approximately equal to the market interest rate. Noteholders should be aware that movements of the market interest rate can adversely affect the price of the Notes and can lead to losses for the Noteholders if they sell Notes during the period in which the market interest rate exceeds the fixed rate of the Notes. Such decrease of the purchase price of the Notes could negatively and materially affect the Noteholders since all or part of the capital invested by the Noteholder may be lost upon any disposal of the Notes, so that the Noteholder in such case could not receive all or part of the capital invested to purchase the Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in euro. If the euro is not the cur rency of the Noteholder's home jurisdiction and/or the Noteholder wishes to receive funds in currency other than the euro (the "Noteholder's Currency") an investment in the Notes may involve exchange rate risks. Exchange rates between currencies are determined by factors of supply and demand in the international currency markets which are influenced by macroeconomic factors, speculation and central bank and government intervention (including the imposition of currency controls and restrictions) and the risk

that authorities with jurisdiction over the Noteholder's Currency may impose or modify exchange controls. The degree to which such exchange rates between the euro and the Noteholder's Currency may vary is uncertain and presents a highly significant risk to the value and return of the Notes as measured in the Noteholder's Currency. An appreciation in the value of the Investor's Currency relative to the Euro would decrease (i) the Noteholder's Currency-equivalent yield on the Notes, (ii) the Noteholder's Currency-equivalent value of the principal payable on the Notes and (iii) the Noteholder's Currency equivalent market value of the Notes. This may result in a significant loss on any capital invested from the perspective of a Noteholder whose domestic currency is not the euro.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and interpreted in conjunction with the following documents, which are incorporated by reference into this Prospectus and deemed to form an integral part thereof:

the pages referred to in the table below included in the 2018 registration document of the Issuer in the French language filed on 2 April 2019 with the Autorité des marchés financiers under number D.19- 0253 (the "RD 2018") - Hyperlink: https://presse.altareacogedim.com/assets/document-de-reference-2018-6549-a4d3f.html?dl=1;
the pages referred to in the table below included in the 2019 universal registration document of the Issuer in the French language file on 23 March 2020 with the Autorité des marchés financiers under
number D.20-0158 and (the "2019 URD") - Hyperlink: https://presse.altareacogedim.com/assets/document-denregistrement-universel-integrant-le-rapport-financier-annuel-2019-6148-a4d3f.html?dl=1; and
the pages referred to in the table below included in the 2020 half-year financial statements (Rapport financier semestriel - 30 juin 2020) of the Issuer in the French language (the "2020 Half-YearlyFinancial Report") - Hyperlink: https://presse.altareacogedim.com/assets/altarea-rapport-financier-semestriel-30-juin-2020-pdf-b3d1-a4d3f.html?dl=1.

For as long as any Notes remain outstanding, copies of documents incorporated by reference are available (i) on the websites of the Issuer (www.altarea.com) and the Autorité des marchés financiers (www.amf- france.org) (except for the 2020 Half-Yearly Financial Report which shall be only available on the website of the Issuer) and (ii) for inspection and may be obtained, free of charge, at the registered office of the Issuer (87 rue de Richelieu - 75002 Paris - France) during normal office opening hours, as specified in the "General Information" section below.

English translations of the 2018 RD, of the 2019 URD and of the 2020 Half-Yearly Financial Report are available for information purposes only on the Issuer's website (https://www.altarea.com/en).

Other than in relation to the documents which are deemed to be incorporated by reference, the information on the websites to which this Prospectus (including for the avoidance of doubt any information on the websites which appear in the documents incorporated by references) refers does not form part of this Prospectus and has not been scrutinised or approved by the AMF.

The information incorporated by reference in this Prospectus shall be read in connection with the cross- reference list below. Any information contained in the documents incorporated by reference that is not cross- referenced in the following table is for information purposes only and shall not be incorporated in, and form part of, this Prospectus. The non-incorporated parts of the RD 2018, 2019 URD and 2020 Half-Yearly Financial Report are either not relevant for the investor or covered elsewhere in this Prospectus.

Such documents shall be deemed to be incorporated by reference in, and form part of this Prospectus, save that any statement contained in this Prospectus or in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained in any document which is subsequently incorporated by reference herein by way of a supplement prepared in accordance with Article 23 of the Prospectus Regulation modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.

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2	STATUTORY AUDITORS

2.1	Names and addresses of the issuer's auditors for the period
	covered by the historical financial information (together	316
	with their membership in a professional body).


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	255-264
	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.

4	INFORMATION ABOUT THE ISSUER

4.1	History and development of the issuer

4.1.1	The legal and commercial name of the issuer.		313


4.1.2	The place of registration of the issuer and its registration	313
	number and legal entity identifier ("LEI").

4.1.3	The date of incorporation and the length of life of the issuer,	313
	except where the period is indefinite.

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 of different	313-317
	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.

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	59-76
	solvency.


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	5-37
performed

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5.1.2	The basis for any statements made by the issuer regarding	315
	its competitive position.

6	ORGANISATIONAL STRUCTURE

6.1	If the issuer is part of a group, a brief description of the
	group and of the issuer's position within the group. This	309
	may be in the form of, or accompanied by, a diagram of the
	organisational structure if this helps to clarify the structure.

6.2 If the issuer is dependent upon other entities within the

group, this must be clearly stated together with an	121-123
explanation of this dependence.

9 ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES

9.1	Names, business addresses and functions within the issuer
	of the following persons, and an indication of the principal
	activities performed by them outside of that the	issuer
	where these are significant with respect to that issuer:		269-278
	(a) members of the administrative, management or

	supervisory bodies;
	(b) partners with unlimited liability, in the case of a limited
	partnership with a share capital.

9.2	Administrative, management, and supervisory	bodies
	conflicts of interests
	Potential conflicts of interests between any duties	to the
	issuer, of the persons referred to in item 9.1 and their		283
	private interests and or other duties must be clearly stated.
	In the event that there are no such conflicts, a statement to
	that effect must be made.

10	MAJOR SHAREHOLDERS

10.1	To the extent known to the issuer, state whether the issuer
	is directly or indirectly owned or controlled and by whom		305-306
	and describe the nature of such control, and describe the
	measures in place to ensure that such control is not abused.

11	FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES,
	FINANCIAL POSITION AND PROFITS AND LOSSES

11.1 Historical financial Information

11.1.1	Historical financial information covering the latest two
	financial years (at least 24 months) or such shorter period
	as the issuer has been in operation, and the audit report in	91-180	83-166	29-72
	respect of each year.

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11.1.3 Accounting standards

The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002.
If Regulation (EC) No 1606/2002 is not applicable the financial statements must be prepared according to:
a Member State's national accounting standards for issuers from the EEA as required by Directive 2013/34/EU;
a third country's national accounting standards equivalent to Regulation (EC) No 1606/2002 for third country issuers.

Otherwise the following information must be included in	100-114	91-104	38-41
the registration document:

a prominent statement that the financial information included in the registration document has not been prepared in accordance with International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information;
immediately following the historical financial information a narrative description of the differences between Regulation (EC) No 1606/2002 as adopted by the Union and the accounting principles adopted by the issuer in preparing its annual financial statements.

11.1.5 Consolidated financial statements

	If the issuer prepares both stand-alone and consolidated
	financial statements, include at least the consolidated	92-153	84-139	29-72
	financial statements in the registration document.

11.1.6	Age of financial information
	The balance sheet date of the last year of audited financial
	information may not be older than 18 months from the date	92-93		31
	of the registration document

11.2 Auditing of historical annual financial information

11.2.1	The historical financial information must be independently
	audited. The audit report shall be prepared in accordance	149-
	with Directive 2006/43/EC and Regulation (EU) No	135-139;
	537/2014.	153;176-	74-75
	162-165
		179
	Where Directive 2006/43/EC and Regulation (EU) No

	537/2014 do not apply, the historical financial information

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must be audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard. Otherwise, the following information must be included in the registration document:

	(a) a prominent statement disclosing which auditing
	standards have been applied;
	(b) an	explanation of	any significant	departures from
	International Standards on Auditing.

11.2.1(a)	Where audit reports on the historical financial information
	have been refused by the statutory auditors or where they	149-
	contain	qualifications,	modifications	of opinion,	135-139;
	disclaimers or an emphasis of matter, the reason must be	153;176-
	162-165
	given, and such qualifications, modifications, disclaimers	179

	or emphasis of matter must be reproduced in full.

11.3	Legal and arbitration proceedings
11.3.1	Information on any governmental, legal or arbitration
	proceedings (including any such proceedings which are
	pending or threatened of which the issuer is aware), during	127; 133;
	a period covering at least the previous 12 months which
	may have, or have had in the recent past, significant effects	254
	on the issuer and/or group's financial position or
	profitability, or provide an appropriate negative statement.

TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes (the "Conditions") are as follows:

The Notes are issued on 16 December 2020 (the "Issue Date") in an aggregate principal amount of € 300,000,000 bearing interest at a rate of 1.750% per annumand maturing on 16 January 2030 (the "Notes") by Altarea (the "Issuer") pursuant to a decision of Altafi 2, the simplified limited liability company with a single shareholder (" société par actions simplifiée

associé unique"), whose registered office is at 87 rue de Richelieu - 75002 Paris - France, registered at the Trade and Companies registry of Paris under number 501 290 506, co-manager of the Issuer, dated 8 December 2020. The Supervisory Board of the Issuer dated 19 May 2020 issued a favourable opinion on a financing amount to be agreed by the management board in which this issue is included.

The Notes are issued at an issue price of 99.757 per cent. of the principal amount of the Notes.

An agency agreement in respect of the Notes (the " Agency Agreement") will be entered into on 14 December 2020 between the Issuer, CACEIS Corporate Trust, acting as fiscal agent, paying agent, early redemption agent , determination agent and calculation agent for the purposes of the Conditions (except for Condition 4.3) (the "Fiscal Agent", "Paying Agent", "Early Redemption Agent", "Determination Agent" and "Calculation Agent") and Aether Financial Services, acting as make whole calculation agent for the purpose of Condition 4.3 only (the "Make-wholeCalculation Agent") (such expressions including, where the context so permits, any other fiscal agent, paying agent, early redemption agent, determination agent, calculation agent or make-whole calculation agent as may subsequently be appointed).

Any reference in these Conditions to " Noteholders" is a reference to the holders of the Notes.

Any reference in these Conditions to a " Condition" is a reference to the Conditions as numbered below.

FORM, PRINCIPAL AMOUNT AND TITLE
The Notes are issued in dematerialised bearer formwith a principal amount of €100,000 each. Title to the Notes shall be evidenced by book entry, in accordance with articles L.211-3et seq. of the French Code monétaire et financier. No physical document of title to the Notes (including certificates of title (certificats représentatifs) as provided in article R.211-7 of the French Code monétaire et financier) shall be delivered in respect of the Notes.
Upon issue, the Notes shall be inscribed in book entry form in the books of Euroclear France (" Euroclear France") which shall credit the relevant accounts of the Account Holders. For the purposes hereof, "Account Holder" means any intermediary authorised to hold securities accounts, directly or indirectly, on behalf of its clients with Euroclear France, Clearstream Banking, S.A. ("Clearstream") and Euroclear Bank SA/NV ("Euroclear").
Title to the Notes shall be evidenced by entry in an account in the books of the Account Holders and transfers of Notes may only be made by book entry.
STATUS OF THE NOTES
The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer, ranking equally and rateably among themselves and (subject to mandatory provisions of French law) equally and rateably with all other unsubordinated and unsecured (chirographaires) obligations, present or future, of the Issuer.
INTEREST
The Notes shall bear interest from 16 December 2020 (inclusive) (the "Interest Commencement Date") to 16 January 2030 (exclusive) (the "Maturity Date") at a rate of 1.750% per annum, payable annually in arrear on 16 January of each year (each an "Interest Payment Date"), commencing on 16 January 2022. There will be a long first coupon for the period from, and including, 16 December 2020 to, but excluding, 16 January 2022.

The fixed coupon amount payable in respect of each Note on each Interest Payment Date up to and including the Maturity Date shall be EUR 1,750 per Note, save for the long first coupon interest amount payable on the first Interest Payment Date which shall be EUR 1,898.63 per Note.

Each Note shall cease to bear interest as from the date of its redemption, unless payment of the principal is unduly refused or withheld, in which case the relevant Note shall continue to bear interest at a rate of 1.750% per annum (both before and after judgment) until the date (exclusive) on which all amounts due in respect of the relevant Note have been received by or on behalf of the relevant Noteholder.

The amount of interest due on each Note shall be calculated by reference to the aggregate principal amount of Notes held by each Noteholder, the amount of such payment being rounded up or down to the second (2nd) nearest decimal place (halves being rounded to the nearest higher decimal place).

Interest shall, where the relevant calculation relates to a period of less than one year, be calculated on an actual/actual basis for each period, namely based on the actual number of days falling in the relevant interest period divided by 365 (or 366 in the case of a leap year), the result being rounded up or down to the second (2nd) nearest decimal place (halves being rounded to the nearest higher decimal place).

4. REDEMPTION AND REPURCHASE

The Notes may not be redeemed other than in accordance with the terms of this Condition 4 or Conditions 6, 8 or 9 below.

Final redemption
Unless previously redeemed in full or repurchased and cancelled in accordance with this Condition 4 or Conditions 6 or 8 below, the Notes shall be redeemed in full at their principal amount on the Maturity Date.
Early redemption at the option of the Noteholders in the event of a Change of Control Event
If at any time while any Note remains outstanding, there occurs (i) a Change of Control and (ii) within the Change of Control Period, a Rating Downgrade occurs or has occurred as a result of such Change of Control (a "Change of Control Event"), any Noteholder may, at its option, request the early redemption of all or any of the Notes that it holds, at their principal amount plus, if relevant, interest accrued since the las t Interest Payment Date (inclusive) (or, if relevant, since the Issue Date (inclusive)) up to the specified early redemption date (excluded) (the "Early Redemption Date").

If a Change of Control Event occurs, the Issuer shall notify the Noteholders accordingly by publishing a notice (the "Change of Control Notice") in accordance with Condition 10 below, at the latest within thirty (30) calendar days following the effective date of the Change of Control Event. The Change of Control Notice shall remind the Noteholders of their option to request early redemption of all or any of their Notes and shall specify

the Early Redemption Date, which must fall between the twenty fifth (25th) and the thirtieth (30th) Business Day (as defined in Condition 5.2) following the date of publication of the Change of Control Notice, (ii) the redemption amount and (iii) the period, being of at least fifteen (15) Business Days as fromthe date of publication of the Change of Control Notice, during which requests for early redemp tion of the Notes and the relevant Notes must reach the Early Redemption Agent.

In order to obtain early redemption of their Notes, Noteholders must apply in writing to the Early Redemption Agent by means of a duly signed early redemption request, the form of which may be obtained fromthe Early Redemption Agent (an "Early Redemption Request"). All Early Redemption Requests shall be irrevocable as from the date of their receipt by the Early Redemption Agent.

Early Redemption Requests must reach the Early Redemption Agent and the relevant Notes must be transferred to the Early Redemption Agent through the intermediary of its Account Holder by the fifth (5th) Business Day prior to the Early Redemption Date at the latest.

The date of the Early Redemption Request shall be the Business Day upon which the last of the conditions (a) and (b) below is satisfied, by 17.00 (Paris time) at the latest or, if satisfied after 17.00 (Paris time), on the following Business Day:

the Early Redemption Agent has received the Early Redemption Request transmitted by the financial intermediary in whose books the Notes are credited;
the Notes have been transferred to the Early Redemption Agent by the Account Holder.

For the purposes of this Condition:

"ABP" means the Dutch pension fund Stichting Pensioenfonds ABP, c/o APGAlgemene Pensioen Groep N.V., P.O. Box 75753, 1118 ZX, Schiphol, Pays-Bas and any subsidiary of such pension fund.

"AltaGroupe" means the simplified limited liability company (" société par actions simplifiée"), whose registered office is at 87 rue de Richelieu - 75002 Paris - France, registered at the Trade and Companies registry of Paris under number 501 031 751.

"Change of Control" shall be deemed to have occurred at each time that any person or persons, other than the Reference Shareholders, acting in concert (within the meaning of Article L.233-10 of the French Code de commerce) shall come to acquire, or come into possession, directly or indirectly, beneficially and/or of record, more than fifty per cent (50%) of the shares and voting rights of the Issuer.

"Change of Control Period" means the period commencing on the date of the first public announcement of the result (avis de résultat) by the Autorité des marchés financiers ("AMF") of the relevant Change of Control (the

"Relevant Announcement Date") and ending on (i) the date which is 120 calendar days after the date of the first public announcement of the result of the relevant Change of Control, or (ii) such longer period for which the Notes or the senior unsecured long-termdebt of the Issuer are under consideration (such consideration having been announced publicly within the period ending 90 calendar days after the occurrence of the relevant Change of Control) for rating review or, as the case may be, rating by, a Rating Agency, such period not to exceed 60 calendar days after the public announcement of such consideration.

"Predica" means the limited liability company (société anonyme) whose registered office is at 50-56, rue de la Procession - 75015 Paris - France, registered at the Trade and Companies registry of Paris under number 334 028 123.

"Rating Agency" means S&P Global Ratings Europe Limited or any other rating agency of equivalent international standing requested by the Issuer to grant a corporate credit rating to the Issuer and, in each case, their respective successors or affiliates.

"Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control (a) if within the Change of Control Period, the corporate credit rating previously assigned to the Issuer by any Rating Agency is

(i) withdrawn or (ii) changed from an investment grade rating (BBB-, or its equivalent for the time being, or

better) to a non-investment grade rating (BB+, or its equivalent for the time being, or wo rse) or (iii) if the corporate credit rating previously assigned to the Issuer by any Rating Agency was below an investment grade rating (as described above), lowered by at least one full rating notch (for example, from BB+ to BB; or their respective equivalents) or (b) if, on the Relevant Announcement Date, no corporate credit rating is assigned to the Issuer and, within the Change of Control Period, no Rating Agency assigns an investment grade rating to the Issuer (the "Non Investment Grade Rating") or (c) if, on the Relevant Announcement Date, no corporate credit rating is assigned to the Issuer and, within the Change of Control Period, no Rating Agency assigns a rating to

the Issuer, provided that, with respect to (a) and (b) above, (i) a Rating Downgrade otherwise arising by virtue of a particular change in rating shall be deemed not to have occurred in respect of a particular Change of Control, if the Rating Agency making the change in rating or assigning the Non Investment Grade Rating does not publicly announce or publicly confirmthat the Non Investment Grade Rating or the reduction or withdrawal was the result, in whole or in part, of the Change of Control and (ii) any Rating Downgrade must have been confirmed in a letter or other formof written communication, sent to the Issuer and publicly disclosed.

"Reference Shareholder(s)" means, together or individually, AltaGroupe, Predica and ABP or any third party acting in concert (within the meaning of Article L.233-10 of the French Code de commerce) with AltaGroupe, Predica or ABP.

4.3 Make-whole Redemption by the Issuer

The Issuer may, subject to compliance with all relevant laws, regulations and directives and to having given not more than thirty (30) nor less than fifteen (15) calendar days' notice to the Noteholders and the Fiscal Agent (which notice shall be irrevocable and shall specify the date fixed for redemption) in accordance with Condition 10 (Notices), redeem, in whole or in part, the Notes at any time prior to the Residual Maturity Call Option Date (the "Make-wholeRedemption Date") at an amount per Note calculated by the Make-whole Calculation Agent and equal to an amount in Euro rounded to the nearest cent (half a cent being rounded upwards) and being the greater of:

100 per cent. of the principal amount of the Notes so redeemed; and
the sum of the then current values on the relevant Make-whole Redemption Date of (i) the principal amount of the Notes and (ii) the remaining scheduled payments of interest of the Notes until the Residual Maturity Call Option Date (determined on the basis of the interest rate applicable to such Notes (excluding any interest accruing on such Note fromand including the Issue Date or, as the case may be, the scheduled Interest Payment Date immediately preceding such Make-whole Redemption Date to, but excluding, such Make-whole Redemption Date)), discounted to the Make-whole Redemption Date on an annual basis (based on the actual number of calendar days elapsed divided by 365 or (in the case of a leap year) by 366) at the Reference Rate (as defined below) plus 0.35 per cent. per annum,

plus, in each case (a) or (b) above, any interest accrued on the Notes to, but excluding, the Make -whole Redemption Date.

The Reference Rate will be published by the Issuer in accordance with Condition 10.

Where:

"Reference Rate" means the average of the four quotations given by the Reference Dealers of the mid-market annual yield to maturity of the Reference Benchmark Security on the fourth (4th) Business Day preceding the Make-whole Redemption Date at 11.00 a.m. (Central European Time ("CET")), it being understood that if the Reference Rate is negative, it will be deemed to be equal to zero .

If the Reference Benchmark Security is no longer outstanding, a Similar Security will be chosen by the Make- whole Calculation Agent after prior consultation with the Issuer, at 11.00 a.m. (CET) on the third (3rd) Business Day preceding the Make-whole Redemption Date, quoted in writing by the Make-whole Calculation Agent to the Issuer.

In the case of a partial redemption of Notes pursuant to this Condition 4.3, the redemption will be effected by reducing the principal amount of the Notes in proportion to the aggregate principal amount redeemed subject to compliance with any applicable laws and regulated market or stock exchange requirements.

"Reference Benchmark Security" means the OAT (obligation assimilable du Trésor) bearing interest at a rate of 0.000 per cent. per annum due 25 November 2029, with ISIN FR0013451507.

"Reference Dealers" means each of the four banks selected by the Make-whole Calculation Agent which are primary European government security dealers, and their respective successors, or market makers in pricing corporate bond issues.

"Similar Security" means a reference bond or reference bonds issued by the French Government having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining termof the Notes.

The Issuer will procure that, so long as any Note is outstanding, there shall at all times be a Make-whole Calculation Agent for the purposes of the Notes. If the Make-whole Calculation Agent is unable or unwilling to continue to act as the Make-whole Calculation Agent or if the Make-whole Calculation Agent fails duly to establish the amount due in relation to this Condition 4.3, the Issuer shall appoint some other leading bank engaged in the Euro interbank market (acting through its principal Euro -zone office) to act as such in its place. The Make-whole Calculation Agent may not resign its duties without a successor having been so appointed.

All notifications, opinions, determinations, certifications, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 4.3 by the Make-whole Calculation Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer and the Noteholders and (in the absence as aforesaid) no liability to the Issuer or the Noteholders shall attach to the Make-whole Calculation Agent in connection with the exercise or non -exercise of its powers, duties and discretions. The Make-whole Calculation Agent shall act as an independent expert and not as agent for the Issuer or the Noteholders.

Clean-UpCall
In the event that 75 per cent. or more of the initial aggregate principal amount of the Notes (including any assimilated Notes issued pursuant to Condition 12) has been redeemed or purchased (and subsequently cancelled) by the Issuer, the Issuer may, at its option but subject to having given not more than sixty (60) nor less than thirty (30) calendar days' notice to the Noteholders and the Fiscal Agent (which notice shall be irrevocable and shall specify the date fixed for redemption) in accordance with Condition 10, redeemall, but not some only, of the outstanding Notes at their principal amount together with any interest accrued to, but excluding, the date fixed for redemption.
Residual Maturity Call Option by the Issuer
The Issuer may, at its option, from and including three (3) months prior to the Maturity Date (i.e. 16 October 2029) (the "Residual Maturity Call Option Date") to but excluding the Maturity Date, subject to having given not more than sixty (60) nor less than thirty (30) calendar days' prior notice to the Noteholders and the Fiscal Agent (which notice shall be irrevocable and shall specify the date fixed for redemption) in accordance with Condition 10, redeem all, but not some only, of the outstanding Notes, at their principal amount plus accrued interest up to, but excluding, the date fixed for redemption.
Repurchase of Notes
The Issuer may at any time purchase Notes, at any price whatsoever, on or off the stock market (including via a tender offer), in accordance with applicable laws and regulations.
All Notes purchased by or on behalf of the Issuer may, at the option of the Issuer, be held or cancelled in accordance with applicable laws and regulations.

Notes purchased by the Issuer may be held in accordance with applicable laws and regulations.

Early redemption for tax reasons
1. If, by reason of a change in French law or regulation, or any change in the application or interpretation of French law or regulation, becoming effective after the Issue Date, the Issuer would on the occasion of the next payment due in respect of the Notes not be able to make such payment without having to pay additional amounts under Condition 6(b) below and if such obligation cannot be avoided by the Issuer taking reasonable measures, the Issuer may at any time redeemall of the Notes then outstanding at their principal amount plus any interest accrued up to the date specified for redemption, provided that the date specified for redemption shall be no earlier than the latest practicable date on which the Issuer could make payment without withholding or deduction for French taxes.
2. If the Issuer would on the occasion of the next payment in respect of the Notes be prevented by French law from making payment of the full amount then due and payable, notwithstanding the undertaking to pay additional amounts under Condition 6(b) below and if the obligation to make such additional payments cannot be avoided by the Issuer taking reasonable measures, the Issuer shall redeemall of the Notes then outstanding at their principal amount plus any interest accrued on the latest practicable date on which the Issuer could make payment of the full amount payable in respect of the Notes without withholding or deduction for French taxes, or, if such date is past, as soon as practicable thereafter.
3. If the Notes are to be redeemed in accordance with the provisions of paragraph (a) above, the Issuer shall publish or cause to be published a notice of redemption, in accordance with the provisions of Condition 10 below, no earlier than sixty (60) calendar days and no later than thirty (30) calendar days prior to the date specified for redemption. If the Notes are to be redeemed in accordance with the provisions of paragraph (b) above, the Issuer shall publish or cause to be published a notice of redemption, under the same conditions, no earlier than sixty (60) calendar days and no later than seven
  (7) calendar days prior to the date specified for redemption.
Cancellation
Notes redeemed or purchased and cancelled in accordance with Condition 4.6 above shall be cancelled by transfer to an account in accordance with the rules and procedures of Euroclear France. Cancelled Notes may not be re-issued or re-sold and the Issuer shall be released fromall of its obligations in respect of such Notes.

5. PAYMENTS

5.1 Payment method

Payment of principal and interest due on the Notes shall be made in Euros by credit or transfer to an account denominated in Euros (or any other account that may be credited or accept transfers in Euros) as specified by the beneficiary in a city where banks have access to the trans-European automated real-time gross settlement express transfer systemusing a single and shared platform(TARGET2) (the " TARGET System") or any other systemby which it is replaced.

Such payments shall be made for the benefit of the Noteholders to the Account Holders (including Euroclear France, Euroclear and Clearstream).

Payments shall be made subject to all tax or other applicable laws and regulations, without prejudice to the provisions of Condition 6 below. No fees or expenses shall be borne by the Noteholders in respect of such payments.

Payments on Business Days
If the date for payment of any amount of principal or interest in respect of a Note is not a Business Day, the Noteholder shall not be entitled to payment of such amount until the first (1st) following Business Day and shall not be entitled to interest or any other additional amount by reason of such delay.
In these Conditions, "Business Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open in Paris and which is a day on which the TARGET Sy stem(as defined below) is operating.
Fiscal Agent, Paying Agent, Early Redemption Agent, Determination Agent, Calculation Agent and Make-whole Calculation Agent
The initial Fiscal Agent, Paying Agent, Early Redemption Agent, Determination Agent and Calculation Agent and their specified office, are as follows:

Fiscal Agent, Paying Agent, Early Redemption Agent, Determination Agent and Calculation Agent:

CACEIS Corporate Trust

1-3, place Valhubert

75013 Paris

France

Make-whole Calculation Agent:

Aether Financial Services

36 rue de Monceau 75008 Paris

France

The Issuer reserves the right at any time to amend or terminate the mandate of the Fiscal Agent, Paying Agent and/or the Early Redemption Agent and/or the Determination Agent and/or the Calculation Agent and/or the Make-whole Calculation Agent to appoint any other Fiscal Agent, Paying Agent, Early Redemption Agent, Determination Agent, Calculation Agent or Make-whole Calculation Agent or additional Paying Agents, subject to giving the Noteholders no more than forty five (45) calendar days and no less than thirty (30) calendar days prior notice, in accordance with Condition 10 below, and provided that there shall at all times be (i) a Fiscal Agent, an Early Redemption Agent, a Determination Agent, a Calculation Agent and a Make-whole Calculation Agent with an office in a city in a member State of the European Union or in the United Kingdom and (ii) for so long as the Notes are admitted to trading on the Euronext Paris regulated market, a Paying Agent with an office in a city in a member State of the European Union or in the United Kingdom and providing the fiscal agency service in France.

Notice of any change of Fiscal Agent, Paying Agent, Early Redemption Agent , Determination Agent, Calculation Agent or Make-whole Calculation Agent shall be given to the Noteholders in accordance with the provisions of Condition 10 below.

6. TAXATION

All payments of principal and interest in respect of the Notes made by or on behalf of the Issuer shall be made without any withholding or deduction in respect of any taxes or duties of any kind, imposed, levied or collected by or on behalf of any jurisdiction, unless such withholding or deduction is required by law.
If, under French law, payments of principal or interest in respect of the Notes are subject to any withholding or deduction in respect of any taxes or duties of whatever nature, present or future, the

Issuer undertakes to pay, to the fullest extent permitted by law, additional amounts so that the Noteholders receive the full amount they would have received under the Notes in the absence of such withholding or deduction, unless where the payments of interest and/or principal to be made to the Noteholder in respect of the Notes are subject to taxes or duties by reason of his having some connection with France other than the mere holding of the Notes.

PRESCRIPTION OF CLAIMS
All claims against the Issuer concerning the payment of principal or interest due under the Notes shall be prescribed ten (10) years (in the case of principal) and five (5) years (in the case of interest) after their respective due dates.
EVENTS OF DEFAULT
Any Noteholder may, upon written notice addressed to the Issuer (with a copy to the Fiscal Agent) before the relevant breach has been remedied, declare immediately due and payable all, but not some only, of the Notes held by such Noteholder at their principal amount together with, if applicable, interest accrued since the last Interest Payment Date (inclusive) (or, as the case may be, since the Interest Commencement Date (inclusive)) until the actual date of redemption (exclusive):
1. in the event of a failure to pay any amount, whether of principal or interest, payable by the Issuer under any Note within fifteen (15) Business Days of the due date for such payment; or
2. in the event of a breach by the Issuer of any other obligation under the Conditions, unless such breach is remedied within a period of thirty (30) Business Days of receipt by the Issuer of written notice of such breach; or
3. in the event of a winding up, liquidation, merger, spin-off or absorption of the Issuer before the Notes are redeemed in full, except in the case of a merger or spin-off where the Issuer is the surviving entity or in the case of a winding up, liquidation, merger, spin -off or absorption following which all of the obligations of the Issuer under the Notes are transferred to its successor legal entity; or
4. a judgment is entered ordering the judicial rehabilitation (redressement judiciaire) or judicial liquidation (liquidation judiciaire) or total disposal (cession totale) of the business of the Issuer or any of its Principal Subsidiaries subsequent to the opening of a judicial rehabilitation (redressement judiciaire) or a judicial liquidation (liquidation judiciaire) or in the event that, to the extent permitted by law, any similar proceedings are commenced with respect to the Issuer or any of its Principal Subsidiaries; or
5. (i) in the event that any indebtedness for borrowed money, existing or future, of the Issuer or any of its Principal Subsidiaries in an amount exceeding thirty million euros (€30,000,000) (or its equivalent in any other currency), whether individually or in aggregate, is declared due and payable early by reason of a default by the Issuer or any of its Principal Subsidiaries under the terms of such borrowing, or (ii) in the event that any such borrowing is not paid on its due date or, if relevant, on expiry of any applicable grace period, unless in each case (i) or (ii) of this Condition 8(e) the Issuer contests such payment (or the due date or early maturity thereof) in good faith and by appropriate proceedings.

For the purposes of these Conditions:

"Current Asset Value" means the sum(i) for completed real estate assets held with full legal title, of the market value of such real estate assets as determined, in the latest appraisal reports dated no more than six (6) months, by independent experts (market value being determined inclusive of duties and exclusive of all other transaction expenses), (ii) for real estate assets in the process of development and/or completion, held with full legal title, of the book value of such real estate assets entered on the balance sheet of the owner entity, as appearing in the

latest available half-yearly or annual accounts, and (iii) for non-real estate assets of which the relevant entity is the owner, of the market value of such assets, as determined by any external expert authorised to issue fairness opinions under the Autorité des marchés financiers' regulations (such value to fall within the valuation range determined by such expert).

"Principal Subsidiaries" means any subsidiary of the Issuer within the meaning of article L.233-1 of the French Code du commerce or any entity controlled, directly or indirectly, by the Issuer within the meaning of article L.233-3 of the French Code du commerce the value of whose assets (on a consolidated or non-consolidated basis) represents at least five per cent (5%) of the Current Asset Value.

9. LIMITATION ON SECURED DEBT

9.1. For as long as any Notes remain outstanding, the Issuer shall at all times ensure that the Unsecured Net Asset Value (as defined below) is at no time less than one hundred per cent. (100%) of the Relevant Debt, unless the prior consent of the Noteholders in general meeting is obtained.

9.2 The Issuer undertakes, until all of the Notes have been redeemed in full, to deliver a certificate to the Determination Agent (the "Certificate") within one hundred and fifty (150) calendar days at the latest following the end of the relevant financial year or within ninety (90) calendar days at the latest of the end of the relevant half-year, as the case may be, certifying compliance with such undertaking and specifying the Unsecured Net Asset Value.

Until all of the Notes have been redeemed in full, (i) if for any reason whatsoever, the Determination Agent has not received the Certificate fromthe Issuer or (ii) if such Certificate shows that the above-mentioned undertaking has not been complied with by the Issuer based on the Issuer's latest consolidated annual or consolidated half- yearly accounts, as the case may be, then the Determination Agent shall send a notice to such effect as soon as possible to the Noteholders in accordance with Condition 10.

For the purposes of this Condition:

"Gross Financial Debt" means, on any date, the sumof the amounts specified under the headings " Bond issues" ("Emprunts Obligataires"),"Borrowings from lending establishments" ("Emprunts auprès des établissements de crédit") and "Negociable Euro Medium Term notes" ("Titres négociables à moyen terme") under the heading "Non-currentborrowings and financial liabilities" ("Emprunts et dettes financières à plus d'un an") and the amount specified under the headings " Bond issues" ("Emprunts Obligataires"), "Borrowings from lending establishments" ("Emprunts auprès des établissements de crédit"), "Negociable European Commercial Paper" ("Titres négociables à court terme") and "Bank overdrafts" ("Découverts bancaires") under the heading "Non- current borrowings and financial liabilities" ("Emprunts et dettes financières à moins d'un an") in the Group's annual or half-yearly consolidated accounts;

"Net Financial Debt" means, on any date, the amount of the Issuer's Gross Financial Debt, less amounts specified under the heading " Cash and cash equivalent" ("Trésorerie et équivalents de trésorerie") in the

Group's annual or half-yearly consolidated accounts;

"UnsecuredNet Asset Value" means the Current Asset Value, less debt with credit institutions secured by the following :

mortgages (hypothèques);
mortgage options (promesses d'hypothèques);
lender's liens (privilège du prêteur de denier);
pledges without asset security (nantissements sans sûretés réelles),

as shown in the breakdown in the notes to the Group's consolidated accounts.

"Relevant Debt" means Net Financial Debt, less debt with credit institutions secured by the following:

mortgages (hypothèques);
mortgage options (promesses d'hypothèques);
lender's liens (privilège du prêteur de denier);
pledges without asset security (nantissements sans sûretés réelles);

as shown in the breakdown in the notes to the Group's consolidated accounts.

NOTICES
All notices or opinions intended for the Issuer shall be delivered for the attention of Mr Eric Dumas, Chief Financial Officer of the Issuer, at the following address: 87 rue de Richelieu - 75002 Paris - France.
All notices to the Noteholders shall be valid if delivered to Euroclear France and published on the Issuer's website (www.altarea.com).
All notices to Noteholders shall be deemed to have been given on the date of delivery to Euroclear France or, if earlier, the date of publication on the Issuer's website.
REPRESENTATION OF NOTEHOLDERS
Noteholders will be grouped automatically for the defence of their common interests in a masse (the "Masse"). The Masse will be governed by the provisions of the French Code de commerce, and with the exception of Articles L.228-71 and R.228-69 of the French Code de commerce subject to the following provisions.

Legal Personality
The Masse will be a separate legal entity and will act in part through a representative (the "Representative") and in part through collective decisions of the Noteholders (the "Collective Decisions").
Representative of the Masse

The following person is designated as Representative of the Masse is:

MASSQUOTE S.A.S.U. Represented by its Chairman 33, rue Anna Jacquin 92100 Boulogne Billancourt France

The following person is designated as alternate Representative of the Masse (the " Alternate Representative") is:

Gilbert Labachotte

8 Boulevard Jourdan

75014 Paris

France

In the event of liquidation, dissolution, death, retirement or revocation of appointment of the Representative, such Representative will be replaced by the alternate Representative. In the event of liquidation, dissolution,

death, retirement or revocation of appointment of the alternate Representative, another Representative will be elected by a decision of the General Meeting. The Representative shall be paid, in relation to the Notes, a fee of five hundred euros (500 €) (excluding taxes) per annum, payable on each Interest Payment Date up to 16 January 2030 (inclusive) and for the first time on 16 December 2020.

Power of the Representative
The Representative shall (in the absence of any Collective Decision to the contrary) have the power to take all acts of management necessary in order to defend the common interests of the Noteholders, with the capacity to delegate its powers.
All legal proceedings against the Noteholders or initiated by them, must be brought by or against the Representative.
Collective Decisions
Collective Decisions are adopted either (i) in a general meeting (the "General Meeting"), or (ii) by the consent of one or more Noteholders holding together at least two-third of the principal amount of the Notes outstanding, following a written consultation (the "Written Decision").
In accordance with Article R.228-71 of the French Code de commerce, the rights of each Noteholder to participate in Collective Decisions will be evidenced by the entries in the books of the relevant Account Holder or the Issuer of the name of such Noteholder as of 0:00 Paris time, on the second (2nd) Business Day in Paris preceding the date set for the Collective Decision.
Collective Decisions must be published in accordance with Condition 11.8.
The Issuer shall hold a register of the Collective Decisions and shall make it available, upon request, to any subsequent holder of any of the Notes.
1. General Meetings
  A General Meeting may be called at any time, either by the Issuer or by the Representative. One or more Noteholders, holding together at least one-thirtieth (1/30) of the principal amount of Notes outstanding, may address to the Issuer and the Representative a demand for a General Meeting to be called. If such General Meeting has not been called within two (2) months after such demand, the Noteholders may commission one of them to petition the competent court to appoint an agent (mandataire) who will call the General Meeting.
  General Meetings may deliberate validly on first convocation only if the Noteholders present or represented hold at least one-fifth (1/5) of the principal amount of the Notes then outstanding. On second convocation, no quorumshall be required. The decisions of the General Meeting shall be taken by a two-third (2/3) majority of votes held by the Noteholders attending such General Meeting or represented thereat, except when the General Meeting deliberates on any proposal for a merger or demerger of the Issuer in the circumstances provided for under Articles L.236-13 and L.236-18 of the French Code de commerce, in which case the decision will be taken by a simple majority of votes held by the Noteholders attending such General Meeting or represented thereat.
  Notice of the date, time, place and agenda of any General Meeting will be published in accordance with Condition 11.8 not less than fifteen (15) calendar days prior to the date of the General Meeting on first convocation and not less than five (5) calendar days prior to the date of the General Meeting on second convocation.

Each Noteholder has the right to participate in a General Meeting in person, by proxy , by correspondence or by visioconference or by any other means of telecommunication allowing the participation of the Noteholders.

Each Noteholder or representative thereof will have the right to consult or make a copy of the text of the resolutions which will be proposed and of the reports, if any, which will be presented at the General Meeting, all of which will be available for inspection by the relevant Noteholders at the registered office of the Issuer and at any other place specified in the notice of the General Meeting, during the fifteen

calendar day period preceding the holding of the General Meeting on first convocation, or during the five (5) calendar day period preceding the holding of the General Meeting on second convocation.

The General Meeting is chaired by the Representative. In the event of the absence of a representative at the start of a General Meeting and if no Noteholder is present or represented at the General Meeting, the Issuer may, notwithstanding the provisions of Article L.228-64 of the French Code de commerce, designate a provisional chairman until a new Representative has been appointed.

Written Decision
Notices seeking the approval of a Written Decision will be published as provided under Condition 11.8 no less than 15 calendar days prior to the date fixed for the passing of such Written Decision (the "Written Decision Date"). Notices seeking the approval of a Written Decision will contain the conditions of form and time limits to be complied with by the Noteholders who wish to express their approval or rejection of such proposed Written Decision. Noteholders expressing their approval or rejection before the Written Decision Date will undertake not to dispose of their Notes until after the Written Decision Date.

Written Decisions shall be signed by one or more Noteholders holding together at least two-third of the principal amount of the Notes outstanding. Approval of a Written Decision may also be given by way of electronic communication allowing the identification of the Noteholders in accordance with the Article L.228-46-1 of the French Code de commerce ("Electronic Consent"). Any Written Decision shall, for all purposes, have the same effect as a resolution passed at a General Meeting of the Noteholders. Such Written Decisions may be contained in one document, or in several documents in like form each signed by or on one behalf of one or more of the Noteholders, and shall be published in accordance with Condition 11.8.

Exclusion of certain provisions of the French Code de commerce
The provisions of Article L.228-65 I. 1°, 3° and 4° of the French Code de commerce (respectively providing for a prior approval of the General Meeting of the Noteholders (i) of any change in corporate purpose, (ii) in relation to any proposal to merge or demerge the Issuer in the cases referred to in Articles L. 236-13 and L. 236-18 of the French Code de commerce) and (iii) of an issue of bonds benefiting from a security (sûreté réelle)) and the related provisions of the French Code de commerce shall not apply to the Notes.

11.5 Expenses

The Issuer shall pay all expenses relating to the operations of the Masse, including all expenses relating to the calling and holding of Collective Decisions and, more generally, all administrative expenses resolved upon by Collective Decisions, it being express ly stipulated that no expenses may be imputed against interest payable under the Notes.

Single Masse
The holders of Notes, and the holders of notes which have been assimilated with the Notes in accordance with Condition 12, shall, for the defence of their respective common interests, be grouped in a single Masse.
Sole Noteholder
If and for so long as the Notes are held by a sole Noteholder and unless a Representative has been appointed in relation to such Notes, such Noteholder shall exercise all powers, rights and obligations entrusted to the Masse by the provisions of the French Code de commerce. The Issuer shall hold a register of the decisions taken by the sole Noteholder in this capacity and shall make it available, upon request, to any subseq uent holder of any of the Notes.
Notices to Noteholders
Any notice to the Noteholders will be valid if delivered to the Noteholders through Euroclear France, Euroclear or Clearstream, for so long as the Notes are cleared through such clearing systems and p ublished on the website of the Issuer (www.altarea.com); and so long as the Notes are admitted to trading on Euronext Paris and the rules of Euronext Paris so require, on the website of Euronext Paris (www.euronext.fr). Any such notice shall be deemed to have been given on the date of such delivery or, if delivered more than once or on different dates, on the first date on which such delivery is made.

FUNGIBLE ISSUES
The Issuer may, without the consent of the Noteholders, issue other notes that are fungible with the Notes, provided that such notes confer rights that are identical in all respects to those of the Notes (or in all respects other than the issue price and the first interest payment) and that the conditions o f such notes permit their fungibility with the Notes.
In such case, the holders of the fungible notes and the Noteholders shall be grouped together in a single masse. In these Conditions, references to the Notes shall include any other notes issued pursuant to this Condition and that are fungible with the Notes.
GOVERNING LAW AND JURISDICTION The Notes are governed by French law.
Any dispute relating, directly or indirectly, to the Notes shall be submitted to the competent courts within the jurisdiction of the Paris Court of Appeal.

USE AND ESTIMATED NET AMOUNT OF PROCEEDS

The estimated net proceeds of the issue of the Notes will amount to €298,071,000 and will be used for general corporate purposes of the Issuer, including the funding of the concurrent tender offer on the existing €500,000,000 Notes bearing interest at a rate of 2.250% per annum due 5 July 2024 of the Issuer (of which €500,000,000 are currently outstanding) (ISIN: FR0013266525).

RECENT EVENTS

The following recent events are disclosed by the Issuer:

Press release

Paris, 5 November 2020, 5:45 p.m.

9-month revenue: €2.1 billion (up 10.5%)

Residential: growth in the 3rd quarter, in line with post-lockdown recovery

New orders 1 (9-month): €2,407 million (+13%) for 8,520 units (+9%)
Notarised sales2 (9-month): €2,612 million (+68%)
Revenue3 (9-month): €1,651 million (+21%)

Retail: encouraging return to normal potentially suspended

Retailer sales for the 3rd quarter: +1.2%4
Net rental income (9-month): €140.8 million (down 7.4%, o/w -6.4% "Covid impact")
Good progress in negotiations with retailers
Once again, only essential businesses can stay open

Business Property: good resumption in business

New orders (9-month): €138.6 million
Building sites: good progress, but only partly offsetting delays in the spring
Delivery of Danone headquarters in Rueil-Malmaison (92) in early October
Numerous operations under discussion, particularly in the Regions

Consolidated financial indicators: performance in challenging times

9-monthrevenue: €2,099 million (+10.5%), +15.4% in Q3
Net debt5: €2,429.2 million (-€46.1 million vs. 31/12/2019)
Strong liquidity: €3,149 million at 30 September 2020, no RCFs 6 drawn

Return of lockdown

Impact on FFO in the latter part of 2020 hard to gauge
Resumption of growth in FFO in 2021. Precise timing depending on the stabilisation of the health situation

Unaudited data as at 30 September 2020

New orders net of withdrawals, in euros including VAT when expressed in value. New orders at 100%, with the exception of proj ects under joint control (Group share of placements, including Woodeum).
Client's definitive commitment is legally materialised upon the notarial signature, which regularises a reservation contract (depending on the stage of technical progress, client pays between 30% to 100% of the price at the notarial signature).
Revenue by percentage of completion (technical and commercial) a nd external services.
On a like-for-like basis, in July, August and September on the French scope (+1.0% including Sant Cugat shopping centre in Spain).
Consolidated bank and bond net debt.
Revolving credit facilities.

"With revenue up more than 10% and debt down since the beginning of the year, Altarea has demonstrated its ability to come through an unprecedented crisis. Nine-month absolute performance is impressive; nine-month relative performance still more so.

Before the resurgence of the Covid-19 epidemic, Altarea was on a growth path at least in line with its objectives set last August, namely FFO for the second half of 2020 at the same level as that of the first half of 2020 and a resumption of growth in FFO from 2021.

However, the resurgence of the Covid-19 epidemic and the new period of lockdown announced on 29 Octoberis likely to have an impact on FFO in the latter part of 2020 that is hard to quantify at this stage. However, it does not call into question the principle of a resumption of Altarea's growth in 2021, the precise timing of which will depend on the

stabilisation of the health situation. Altarea's strengths and growth potential remain intact".

Alain Taravella, Chairman and Founder of Altarea

I. BUSINESS REVIEW

RESIDENTIAL

New orders7: €2,407 million (+13%) for 8,520 units (+9%)

New orders grew 13% in value terms, driven by institutional investors. In particular, the Group signed two agreements with CDC Habitat for the sale of 4,570 units for a total of €1,031.5 million (excl. tax):

the 1st agreement (3,500 units, €825m excl. tax) mainly consists of programmes at "Building Permit delivered" stage, 80% of which was regularised at the end of September,
the 2nd agreement (1,070 units, €186.5m excl. tax) will be regularised between late 2020 and early 2021.

New orders

Individuals - Residential buyers

Individuals - Investment

Institutional investors - Block sales

TOTAL in value (incl. tax)

Individuals - Residential buyers

Individuals - Investment

Institutional investors - Block sales

TOTAL in units

							Chang
30/09/2020			30/09/2019
					e

€489m		20		€737m	35	-34%
	%		%

€510m		21		€811m	38	-37%
	%		%

€1,407m		59		€586m	27	+140%
	%		%

€2,407m				€2,134m			+13%
1,292 units		15		2,124 units	27	-39%
	%		%

1,796 units		21		3,152 units	41	-43%
	%		%

5,433 units		64		2,509 units	32	+117%
	%		%

8,520 units				7,784 units			+9%

During the 3rd quarter, Altarea transferred a significant part of its residential offer from Individuals to Institutional investors. Thanks to this strategic move, Altarea was able to offset the delays due to the tightening of accessto credit for Individuals, and maintain the pace of regularisations.

Notarised sales over 9 months: €2,612 million8 (+68%)

During the 3rd quarter, the Group regularised nearly €729m (incl. tax), compared with €580m in the 3rd quarter of 2019 (+26%). Since the beginning of the year, notarised sales have thus increased by 68% in value (+47% in volume).

Notarisedsales (incl. tax)	30/09/2020	30/09/2019	Change
Individuals	€1,305m	€1,183m	+10%
Institutional investors	€1,307m	€369m	x3.5
Total in value	€2,612m	€1,553m	+68%

New orders net of withdrawals, in euros including VAT when expressed in value. New orders at 100%, with the exception of projects under joint control ( Group share, including Woodeum).
Client's definitive commitment is legally materialised upon the notarial signature, which regularises a reservation contract.

Residential revenue9 up 21% to €1,651 million

		30/09/2020	30/09/2019	Change
	Revenue (excl. tax)	€1,651m	€1,365m	+21%

1. In the first half of the year, the team's mobilization on notarised sales largely offset the delay in the technical progress of the building sites. In the 3rd quarter, technical progress resumed at its normal pace.

Backlog

Backlog is a leading indicator of potential revenue, which includes:

Notarised sales, not yet recognised: units that have been regularised at the notary's office, to be recognised as revenue according to technical progress,
New orders (units sold) that are not yet regularised.

	30/09/2020		31/12/201			Change
		9


Notarised sales, not yet recognised	€2,174m		€1,722m		+26%
New orders (units sold), not yet	€1,829m		€2,057m	-11%
regularised

Backlog (excl. tax)	€4,004m		€3,778m			+6%

The 26% increase in the "Notarised sales, not yet recognised" component of the backlog reflects the growth in notarised sales (commercial progress), which will feed through to revenue by percentage of completion in the coming semesters.

Return of lockdown: a much more muted impact than in spring

The lockdown measures announced by the Government on 29 October 2020 are expected to have much more muted short- term consequences than those imposed last spring. Building sites remain open and notary offices continue to operate, albeit with reduced capacity. That said, it is too early to assess the possible impact in the final part of the year, which is generally a very active period in the residential property development sector.

RETAIL

Shopping centres performance: retailer sales and footfall

During the third quarter of 2020, retailer sales were favourably oriented with like-for-like growth of 1.2%10 compared with the same period in 2019. But: 1/ the growth path was mainly being driven by household equipment, while

Restaurants & Leisure declined, 2/ retail parks clearly outperformed	(+ 11.8%), while travel retail (-12.8%)
suffered, mainly fromthe decline in traveller and tourist numbers.

In the 3rd quarter, footfall was 90% of last year's level, confirming the structural increase in the average basket.

Gross rental income (IFRS)

IFRS Gross rental income amounted to €140.8m for the first nine months of the year, down €11.3m

(-7.4%),

including a €9.8m (-6.4%) "Covid impact", which broke down as:

a - €1.8m impact on sales -based rents and specialty leasing,
a -€7.1m11 impact from waivers granted to tenants and recognised directly as an expense,
a -€0.9m impact related to the straight-line amortization of rent abatements12 for unpaid 2nd-quarter rents where agreements have been reached with tenants.

Excluding "Covid impact", gross rental income fell by €1.5m13, primarily due to a scope effect (disposals offset deliveries and rent indexation over the period).

Revenue by percentage of completion + external services (ie €7.3m at 30/09/2020 and €7.7m at 30/09/2019). Revenue by percentage of completion is recognised on the basis of both commercial progress (notarised sales) and technical progress (progress of building sites).
On a like-for-like basis, in July, August and September on the French scope (+1.0% including Sant Cugat shopping centre in Spain).
W aivers granted to the smallest retailers, travel retail tenants and other medium-sized companies.
Spread over the firm term of the leases, in accordance with IFRS 16.
Net of deliveries and disposals for the period.

Rent collection and negotiations with retailers

Since the beginning of the year, Altarea invoiced €183.3m14 and collected €132.9m (72%), broken down as follows:

1st quarter: 96%,
2nd quarter: 41%,
3rd quarter: 81%.

Concerning the 3rd quarter, rents to be recovered mainly concern travel retail (hit by the decline in traffic) as well as Restaurants & Leisure (subject to specific restrictions).

Altarea has been engaged in discussions with tenants, generally resulting in the waiver of a portion of unrecovered rents from the 2nd-quarter in exchange for compensation (extension of lease terms, review of rental values, etc.). To date, agreements have been reached with 71% of the tenants as part of a long -termpartnership relationship.

When negotiations result in contractual amendments to the leases, their characteristics are (on average) as follows:

∙ an extension of the lease termby 2.4 years,
∙	an increase in rental value of +1.0%,
∙	in return for support equivalent to 2.1 months of rent (taken mainly from unrecovered	2nd- quarter
	invoicing).

Operation of non-essential businesses suspended again

The lockdown measures announced by the Government on 29 October 2020 came just as the businesses managed by Altarea had entered a period of gradual normalisation in a context that remained difficult for many retailers.

To date, it would appear that more retailers have decided to keep trading, with nearly 300 shops open (out of a total of around 1,30015 managed), more than double the number observed during the spring.

At this stage, it is too early to quantify the impact of the new period of lockdown on the collection of rents for the 4th- quarter or the outcome of ongoing discussions concerning the recovery of sums due, in particular for the 2nd-quarter. In this regard, the Government, in conjunction with professional lessor and retailer bodies, is reviewing a number of support measures aimed at mitigating the impact of the second period of lockdown.

BUSINESS PROPERTY

New orders

Since the beginning of the year, the Group has signed a total of €138.6m in new orders, including a delegated project management (DPM) deal in the very centre of Paris and two off-plan sales in Nantes and Toulouse signed during the 3rd

quarter.

Deliveries

At the end of October, Altarea delivered "Convergence", Danone's new headquarters in Rueil-Malmaison, which is NF HQE Bâtiments Tertiaires certified, and will soon deliver a 46,000 m² logistics platformnear Nantes to Lidl.

Bridge, Orange's future headquarters in Issy-les-Moulineaux, will be delivered in the first quarter of 2021. The building has just been awarded the WiredScore "Platinum" label, the top level of distinction for digital connectivity.

Pipeline

Numerous operations are under advanced discussion both in the Paris region (DPM, rental events, etc.) and in the Regions (turnkey projects, off-plan sales, etc.).

14 Rents and charges excluding VAT, scope France excluding Spain. 15 France scope.

II. FINANCIAL OVERVIEW
9-month revenue: €2.1 billion (up 10.5%)

		Q1		Q2			Q3		TOTAL		Q1		Q2		Q3		TOTAL	Q3		9-mth
In €m										9-mth		2020/		2020 /9-
	2020		2020			2020		9-mth 2020		2019		2019		2019
										2019		Q3 2019		mth 2019

Rental income	51.4	42.3		47.2		49.1	52.9		50.2		-6.0%		-7.4%
	140.8		152.1
External services	4.2	4.3		4.2	12.7	6.6	4.8		4.7	16.0	-9.0%		-20.6%
Property development	6.0	1.6		2.0	9.6	-		-		-	-	-	-
Retail		61.6	48.2			53.4		163.2		55.7		57.6		54.8		168.2		-2.6%		-3.0%
Revenue (% of																		+24.0%
384.2						1 644.0	433.0					1.357.2		+21.1%
completion)	685.3		574.5	460.9		463.3

External services	2.7	2.0		2.6	7.3	1.8	3.5		2.4	7.7	+8.3%		-5.4%
Residential		386.9	687.3			577.1		1 651.3		434.8	464.4		465.7		1.365.0		+23.9%		+21.0%
Revenue (% of																		-14.0%
116.7						281.2	101.0					358.5		-21.5%
completion)	79.8		84.7	159.0		98.5

External services	1.1	1.6		0.9	3.6	1.0	5.7		1.3	8.0	-29.2%		-55.3%
Business property		117.8	81.5			85.6		284.8		102.0	164.7		99.8		366.5		-14.2%		-22.3%

Revenue	566.2		817.0			716.1		2,099.3	592.5	686.8		620.4		1,899.6	+15.4%		+10.5%

Consolidated 9-month revenue amounted to €2,099,3 million, up 10.5% year-on-year, driven by Residential development. Business property revenue was down due to the delivery of some PDAs (including Richelieu), which contributed heavily to 2019 revenue, and the delay in some major projects (PDAs and off-plan sales).

Financial structure: strong liquidity and decrease in net debt

Available liquidity exceeded €3.1 billion

2. As of 30 September 2020, available cash and cash equivalents amount to €3,149 million (compared with €2,659 million as of 31 December 2019), breaking down as follows:

In €m		Cash	Unused credit		TOTAL		TOTAL
		facilities		30/09/2020		31/12/2019

At Group level	644	1,202	1,846		1,281
At project level	640	663	1,303		1,378
TOTAL		1,284	1,865		3,149		2,659

All RCF16 lines remain undrawn, with an average maturity of 4 years (and none due before H2 2022). Total short and medium-term financing amounts to €843.5 million (average maturity of 5.3 months).

Liquidity available at group level amply covers all bank and bond maturities until at least the end of 2023.

Net Debt17: €2,429.2 million

Net debt at 30 September was down by €46.1 million compared to 31 December 2019 and virtually stable compared to 30 June 2020 (+€57.2 million after payment of the 2019 dividend in July).

Revolving credit facilities (confirmed credit authorisations).
Bank and bond debt, net of cash, cash equivalents and other similar items.

Paris, 7 December 2020

Altarea announces its intention to issue a series of senior notes and launches a tender offer to

repurchase its existing series of senior notes

Altarea (the Company) announces today its intention to issue a series of fixed rate senior notes of a maximum aggregate principal amount of €300,000,000 (the New Notes). The pricing of the New Notes is expected to be announced on or before the expiration date of the Tender Offer. It is expected that the New Notes will be admitted to trading on Euronext Paris and that S&P Global Ratings Europe Limited will assign a BBB rating to the New Notes.

The Company is also launching a tender offer (the Tender Offer) intended to repurchase its €500,000,000 2.250% Notes due 5 July 2024 admitted to trading on Euronext Paris (of which €500,000,000 are currently outstanding) (ISIN: FR0013266525) (the Notes).

The Tender Offer is subject, inter alias, to a maximum acceptance amount of €150,000,000, subject to the Company's right to increase or decrease this amount at its sole and absolute discretion.

The purpose of the Tender Offer and the planned issuance of New Notes is, inter alias, to optimise the debt structure of the Company.

The Tender Offer will end at 16:00 hours Paris time on 11 December 2020 and its results will be announced on 14 December 2020 (subject to changes as a result of any extension, withdrawal, termination, re-opening or amendment of the Tender Offer).

Disclaimer

This announcement does not constitute an invitation to participate in the Tender Offer or the issuance of New Notes in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. No offer to sell or solicitation of an order to sell or subscribe for a security may be made in a country or territory in which such an offer or solicitation would be contrary to the regulations in force or before its registration under securities law in force in the such country or territory. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.

Tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from qualifying holders in any circumstances in which such offer or solicitation is unlawful. The Company does not make any recommendation as to whether or not qualifying holders should participate in the Tender Offer.

Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person.

United States

This Tender Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States or to U.S. Persons as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the Securities Act) (each a U.S. Person) and the Notes may not

be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States of America ("U.S. holders" within the meaning of Rule 800(h) under the Securities Act). Accordingly, any documents or materials related to this Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any such person. Any purported tender instruction in response to this Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and tender instructions made by a person located or resident in the United States of America or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will not be accepted.

For the purposes of the above paragraph, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

SUBSCRIPTION AND SALE

Pursuant to a subscription agreement (the "Subscription Agreement") dated 14 December 2020, entered into between the Issuer, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, Natixis and Société Générale (the "Joint Lead Managers"), the Joint Lead Managers agreed with the Issuer, subject to the satisfaction of certain conditions, to procure subscription and payment, failing which to subscribe and pay themselves, for the Notes at an issue price equal to 99.757 per cent. of the aggregate principal amount of the Notes. The Subscription Agreement entitles the Joint Lead Managers, in certain circumstances, to terminate the Subscription Agreement.

GENERAL RESTRICTIONS
No action has been or will be taken by the Issuer or Joint Lead Managers in any country or jurisdiction that would permit an offering of the Notes to retail investors, or the possession or distribution of this Prospectus or any other offering material relating to the Notes, in any country or jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Prospectus nor any document, advertisement or other offering material relating to the Notes may be distributed in or from, or published in, any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.
FRANCE
Each Joint Lead Manager has represented and agreed that it has only offered or sold and will only offer or sell, directly or indirectly, any Notes to the public in France pursuant to an exemption under Article 1(4) of the Prospectus Regulation and Article L. 411-2 1° of the French Code monétaire et financier and that this Prospectus or any other offering material relating to the Notes and that such offers, sales and distributions have been and will be made in France only to qualified investors (investisseurs qualifiés) (with the exception of individuals), as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation") as amended and any applicable French laws and regulations implementing the Prospectus Regulation and related regulations in Franc e.
UNITED STATES OF AMERICA
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a certain transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act ("Regulation S").
Each Joint Lead Manager has represented and agreed that it will not offer or sell Notes (a) as part of their distribution at any time or (b) otherwise until forty (40) days after the completion of the distribution, as determined and certified by the relevant Joint Lead Manager, of all Notes within the United States or to, or for the account or benefit of, U.S. persons. Each Joint Lead Manager has further agreed that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.
In addition, until forty (40) days after the commencement of the offering, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

UNITED KINGDOM
Each Joint Lead Manager has represented and agreed that:
1. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
2. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving, the United Kingdom.
PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA AND UNITED KINGDOM RETAIL INVESTORS
Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the European Economic Area or in the United Kingdom.
For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following:
1. a retail client as defined in point (11) of Article 4(1) of MiFID II; or
2. a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

GENERAL INFORMATION

Approval
For the purpose of the admission to trading of the Notes on Euronext Paris, and pursuant to articles L.412-1 and L.621-8 of the French Code monétaire et financier and the Prospectus Regulation, the AMF has approved this Prospectus under approval number no. 20-599 on 14 December 2020.
The Prospectus has been approved by the AMF in France in its capacity as competent authority under the Prospectus Regulation. The AMF only approves this 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 either the Issuer or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to have the Notes admitted to trading on Euronext Paris on the Issue Date. This Prospectus will be valid until the date of admission of the Notes to trading on Euronext Paris. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Prospectus is no longer valid.
Clearing of the Notes
The Notes have been accepted for clearance through Clearstream, Euroclear and Euroclear France with the common code 227284978. The International Securities Identification Number (ISIN) for the Notes is FR00140010J1.
The address of Euroclear France is 66, rue de la Victoire, 75009 Paris, France. The address of Euroclear is 1 boulevard du Roi Albert II, 1210 Bruxelles, Belgium and the address of Clearstream is 42, avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg.
Consents, approvals and authorisations
The issue by the Issuer of the Notes was decided by Altafi 2, co-manager of the Issuer, on 8 December 2020. The Supervisory Board of the Issuer dated 19 May 2020 issued a favourable opinion on a financing amount to be agreed by the management board in which this issue is included.
The Issuer has obtained all necessary consents, approvals and authorisations in France in connection with the issue and performance of the Notes.
Yield
The yield on the Notes is 1.779% per annum, as calculated on the Issue Date based on the issue price of the Notes. This is not an indication of future yields.
Listing fees
The total expenses related to the admission to trading of the Notes are estimated at €13,400 (including AMF fees).

Statutory Auditors
The Issuer's statutory auditors are Ernst & Young (Tour First - 1, place des saisons - 92400 Courbevoie - Paris La Défense 1), member of the Compagnie Régionale des Commissaires aux Comptes de Versailles, and Grant Thornton (29, rue du Pont - 92200 Neuilly-sur-Seine), member of the Compagnie Régionale des Commissaires aux Comptes de Versailles. They have (i) audited the annual and consolidated financial statements of the Issuer and issued audit reports for the Issuer's financial years ending on 31 December 2018 and 31 December 2019 and (ii) performed a limited review of the 2020 Half-Yearly Financial Report and issued a limited review report.
Interest material to the issue
Save for any fees payable to the Joint Lead Managers, as far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.
Potential conflicts of interest
All or some of the Joint Lead Managers and their respective affiliates have and/or may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Issuer and its affiliates and in relation to securities issued by the Issuer or any of its affiliates. They have or may (i) engage in investment banking, trading or hedging activities including activities that may include prime brokerage business, financing transactions or entry into der ivative transactions, (ii) act as underwriters in connection with offering of shares or other securities issued by the Issuer or any of its affiliates or (iii) act as financial advisers to the Issuer or any of its affiliates. In the context of these transactions, certain of such Joint Lead Managers and their respective affiliates have or may hold shares or other securities issued by the Issuer or any of its affiliates. Where applicable, they have or will receive customary fees and commissions for these transactions. The Joint Lead Managers and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Where there is a lending relationship between the Issuer and one or several Joint Lead Managers, it cannot be excluded that all or part of the proceeds of any issue of Notes be used to repay or reimburse all or part of such loans.
Furthermore, certain of the Joint Lead Managers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such Joint Lead Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes.
For the purpose of this paragraph, the term "affiliate" also includes parent companies.
The Issuer may also from time to time be engaged in transactions involving an index or related derivatives.
Significant change in the financial performance and/or position
Save as disclosed in this Prospectus (including in the sections respectively entitled "Risk Factors" and "Recent Developments" of this Prospectus with respect to the impact that the sanitary crisis resulting from the coronavirus (COVID-19) may have), there has been no significant change in the financial performance and/or position of the Issuer or of the Group since 30 September 2020.

No material adverse change
Save as disclosed in this Prospectus (including in the sections respectively entitled "Risk Factors" and "Recent Developments" of this Prospectus with respect to the impact that the sanitary crisis resulting from the coronavirus (COVID-19) may have), there has been no material adverse change to the prospects of the Issuer or the Group since 31 December 2019.
Legal and arbitration proceedings
Save as disclosed in this Prospectus, there has been no other significant development in the Group's governmental, legal or arbitration proceedings which may have or have had in the recent past, significant effects on the Issuer and/or the Group's financial position or prof itability during the period of 12 months immediately preceding the date hereof.
No material contract
Subject to the information disclosed in this Prospectus, the Issuer has not entered into any material contracts other than contracts entered into in the normal course of business, which contain provisions that would place on the Issuer any significant obligation or undertaking having regard to the Issuer's ability to perform its obligations to the Noteholders under the Notes.
Documents available
1. So long as any of the Notes remain outstanding, copies of the following documents may be obtained, free of charge, at the registered office of the Issuer (87 rue de Richelieu - 75002 Paris - France) and at the specified office of the Fiscal Agent during normal offic e opening hours:
2. the statuts of the Issuer;
3. all reports, letters, and other documents, valuations and statements prepared by any expert at the Issuer's request any part of which is included or referred to in this Prospectus;
4. this Prospectus; and
5. the documents incorporated by reference in this Prospectus.

This Prospectus and all documents incorporated by reference in this Prospectus are available on the websites of the Issuer (www.altarea.com) and the AMF (www.amf-france.org) (except for the 2020 Half-Yearly Financial Report which shall be only available on the website of the Issuer) .

The document listed in (i) above is available at:https://presse.altarea.com/assets/altarea-statuts-a-jour-au-01-07-2020-c1c4-a4d3f.html?lang=fr&dl=1.

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

14. Forward-Looking Statements

This Prospectus contains or incorporates by reference statements on the Issuer's future prospects and areas of development. Such statements are sometimes characterised by the use of the future or conditional tense or forward-looking expressions such as "considers", "expects", "understands", "ought", "believes", "hopes", "may", or, as applicable, the negative form of such expressions, or any variation or similar form of such terms. Such information does not constitute historicaldata and should not be construed as a warranty that the stated facts and data will become reality. Such information is

based on data, assumptions and estimates that the Issuer considers reasonable. It is subject to change or modification due to the uncertainties surrounding in particular the economic, financial, competitive and regulatory environment. Such information appears in various sections of this Prospectus and contains data relating to the Issuer's intentions, estimates and objectives concerning, notably, the market in which it is operating, its strategy, growth, results, financialsituation, cash flow and forecasts. The forward-looking statements referred to, or incorporated by reference, in the Prospectus are provided on the date of this Prospectus only. The Issuer operates in a competitive and constantly changing environment. It is therefore not in a position to anticipate all risks, uncertainties or other factors that may affect its business, or their potential impact on its business or the extent to which the materialisation of such a risk or combination of risks may produce results that are significantly different than those referred to in any forward-looking statement, and none of such forward-looking statements constitutes a warranty as to the actual results. These forward-looking statements do not constitute profit forecasts or estimates under the Commission Delegated Regulation 2019/980 supplementing the Prospectus Regulation.

LEI
The Issuer's Legal Entity Identifier (LEI) is: 969500ICGCY1PD6OT783.
Ratings
The long-term debt of the Issuer is rated BBB (negative outlook) by S&P and the Notes have been rated BBB by S&P. The credit ratings included or referred to in this Prospectus have been issued by S&P, which is established in the European Union and is registered under Regulation (EC) No 1060/2009 as amended (the "CRA Regulation") and is included in the list of credit rating agencies registered in accordance with the CRA Regulation published on the website of the European Securities and Markets Authority (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) as of the date of this Prospectus. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Currency
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member State of the European Economic Area, references to "EUR" or "euro" or "€" are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended.
Sources
Certain information contained in this Prospectus and/or documents incorporated herein by reference have been extracted from sources specified in the sections where such information appears. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the above sources, no facts have been omitted which would render the information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such information.

PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS

Person responsible for the information contained in the Prospectus

Altarea

Duly represented by:

Altafi 2 (registered office: 87 rue de Richelieu, 75002 Paris - France), co-manager of the Issuer, itself duly represented by its President Mr. Alain TARAVELLA

Declaration by the person responsible for the information contained in the Prospectus

To the best of the Issuer's knowledge, the information contained or incorporated by reference in this Prospectus is in accordance with the facts and contains no omission anything likely to affect its import.

Paris, 14 December 2020

Altarea

Duly represented by:

Altafi 2 (registered office: 87 rue de Richelieu, 75002 Paris - France), co-manager of the Issuer, itself duly represented by its President Mr. Alain TARAVELLA

This Prospectus has been approved by the AMF, in its capacity as competent authority for the purposes of Regulation (EU) 2017/1129. The AMF approves this Prospectus having verified that the information contained in it is complete, coherent and comprehensible as provided under Regulation (EU) 2017/1129.

This approval is not a favourable opinion on the Issuer and on the quality of the Notes described in this Prospectus. Investors should make their own assessment of the opportunity to invest in such Notes.

This Prospectus has been approved on 14 December 2020 and is valid until the date of admission of the Notes to trading on Euronext Paris and must during such period and in accordance with Article 23 of Regulation (EU) 2017/1129 be completed by a supplement to the Prospectus in the event of any new significant facts or material errors or inaccuracies. The approval number applicable to this Prospectus is 20-599.

Issuer

	Altarea
87 rue de Richelieu
	75002 Paris
	France
Joint Lead Managers
BNP Paribas	Crédit Agricole Corporate and Investment Bank
16, boulevard des Italiens	12 place des Etats-Unis
75009 Paris	CS 70052
France	92547 Montrouge Cedex
	France
Deutsche Bank Aktiengesellschaft	Natixis
Mainzer Landstr, 11-17	30, avenue Pierre Mendès-France
60329 Frankfurt am Main	75013 Paris
Germany	France

Société Générale 29, boulevard Haussmann

75009 Paris

France

Legal adviser to the Issuer	Legal adviser to the Joint Lead Managers
Allen & Overy LLP	White & Case LLP
52, avenue Hoche	19, place Vendôme
CS 90005	75001 Paris
75379 Paris Cedex 08	France
France
Statutory auditors to the Issuer
Grant Thornton	Ernst & Young and Others
Member of Grant Thornton International
29, rue du Pont	Tour First - 1, place des Saisons
92200 Neuilly-sur-Seine	92400 Courbevoie - Paris La Défense 1
France	France

Fiscal Agent, Paying Agent, Early Redemption Agent and Calculation Agent

CACEIS Corporate Trust

1-3, place Valhubert

75013 Paris

France

Make-whole Calculation Agent

Aether Financial Services

36 rue de Monceau

75008 Paris

France

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Disclaimer

Altaréa SCA published this content on 14 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2020 11:30:05 UTC

Market Closed - Euronext Paris Other stock markets 11:35:01 2024-05-03 am EDT			5-day change	1st Jan Change
94.6 ^EUR	+5.46%		+18.70%	+18.25%

Feb. 28	Altarea: sharp drop in FFO in 2023	CF
Feb. 27	Altarea SCA Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Altarea: sharp drop in FFO in 2023	Feb. 28	CF
Altarea SCA Reports Earnings Results for the Full Year Ended December 31, 2023	Feb. 27	CI
Eurazeo: additional investment in Electra	Jan. 16	CF
Altarea: nine-month sales down 11.1	Nov. 08	CF
Antin to exit SBF120	23-09-08	CF
Casino to exit SBF120	23-09-08	CF
Altarea to exit SBF120 index soon	23-09-08	CF
X-Fab Silicon to join the SBF120 index	23-09-08	CF
Lectra to join the SBF120 index	23-09-08	CF
Altarea SCA Reports Earnings Results for the Half Year Ended June 30, 2023	23-07-26	CI
Tikehau: real estate debt partnership with Altarea	23-06-02	CF
Altarea: real estate debt partnership with Tikehau	23-06-02	CF
Altarea, Tikehau Capital Establish EUR1 Billion European Real Estate Credit Fund	23-06-02	MT
Altarea and Tikehau Capital Joinforces to Launch A European Real Estate Credit Platform	23-06-01	CI
France's Primonial explores piecemeal sale of distribution, property units -sources	23-04-25	RE
Tranche Update on Altarea SCA's Equity Buyback Plan announced on May 24, 2022.	23-04-18	CI
Tranche Update on Altarea SCA's Equity Buyback Plan announced on May 24, 2022.	23-04-18	CI
Tranche Update on Altarea SCA's Equity Buyback Plan announced on June 29, 2021.	23-04-18	CI
ALTAREA : Oddo lowers its price target	23-03-07	CF
Global markets live: Adecco, Bayer, Chevron, Target, Tesla...	23-02-28
Altarea SCA Reports Earnings Results for the Full Year Ended December 31, 2022	23-02-27	CI
Altarea SCA acquired remaining 50% stake in Woodeum Residentiel SAS from WO2 Holding SAS.	23-02-20	CI
Altarea: VEFA sale of a building in Toulouse	23-02-16	CF
CAC40: a sharp correction pushes down 7000 points	23-01-19	CF
Altarea: EU approves two joint ventures with Carrefour	23-01-19	CF

	1st Jan change	Capi.
ALTAREA	+18.25%	1.98B
MITSUI FUDOSAN CO., LTD.	+40.41%	29.49B
SUN HUNG KAI PROPERTIES LIMITED	-11.60%	27.43B
CHINA RESOURCES LAND LIMITED	+7.86%	27.14B
DLF LIMITED	+20.90%	26.59B
MITSUBISHI ESTATE CO., LTD.	+49.25%	23.87B
CHINA OVERSEAS LAND & INVESTMENT LTD.	+13.23%	21.03B
EMAAR PROPERTIES	-1.52%	19.01B
SUMITOMO REALTY & DEVELOPMENT CO., LTD.	+28.90%	16.66B
CK ASSET HOLDINGS LIMITED	-13.27%	15.27B

Altarea

Equities

ALTA

FR0000033219

Real Estate Development & Operations

Altarea : Prospectus approved by the AMF on 14 December 2020 €300,000,000 1.750% notes

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Sector Other Real Estate Development & Operations