(1) the sections referred to in the table below included in the Issuer's Rapport Financier Semestriel 2010 in French language and which includes the unaudited consolidated financial statements of the Issuer for the interim period ended 30 June 2010 and the limited review report of the auditors thereon (the
"2010 Half Year Financial Report");
(2) the sections referred to in the table below included in the Document de Référence 2009, in French language, of the Issuer filed with the AMF under n°D.10-0317 on 26 April 2010 and which includes the audited consolidated financial statements of the Issuer for the year ended 31 December 2009 and the report of the auditors thereon (the "2009 Reference Document"); and
(3) the sections referred to in the table below included in the Document de Référence 2008, in French language, of the Issuer filed with the AMF under n°D.09-0417 on 14 May 2009 and which includes the audited consolidated financial statements of the Issuer for the year ended 31 December 2008 and the report of the auditors thereon (the "2008 Reference Document").
Such documents shall be deemed to be incorporated 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in this Prospectus or in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained in any document which is subsequently incorporated by reference herein by way of a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 16 of the Prospectus Directive 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 Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of the documents incorporated by reference in this Prospectus may be obtained without charge from the registered office of the Issuer, the Issuer’s website (www.cnp.fr) and (except for the 2010 Half Year Financial Report) the website of the AMF (www.amf-france.org).
A free English translation of the 2009 Reference Document and the 2008 Reference Document, and a free English translation of the unaudited consolidated financial statements of the Issuer for the interim period ended 30 June 2010, are available on the website of the Issuer (www.cnp.fr). These documents are free translations of the corresponding French language documents and are furnished for information purposes only and are not incorporated by reference in this Prospectus. The only binding versions are the French language versions.
The cross-reference list below set out the relevant page references for the information incorporated herein by reference. Any information incorporated by reference in this Prospectus but not listed in the cross-reference table below is given for information purposes only.
INFORMATION INCORPORATED BY REFERENCE – CROSS REFERENCE LIST
Prominent disclosure of risk factors that may affect the issuer's ability to fulfil its obligations under the securities to investors in a section headed "Risk Factors"
4.1. History and development of the Issuer 4.1.1.
the legal and commercial name of the issuer
the place of registration of the issuer and its registration number
the date of incorporation and the length of life of the issuer, except where indefinite
Rapport Financier
221
269
4.1.4. the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of
incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office
Rapport Financier
221
269
4.1.5. any recent events particular to the issuer and which are to a material extent relevant to the evaluation of the issuer's solvency
Not Applicable Not Applicable Not Applicable
5. BUSINESS OVERVIEW
5.1. Principal activities
5.1.1. A brief description of the issuer's principal activities stating the main
Rule Prospectus Regulation – Annex IX 5.1.2. The basis for any statements in the
registration document made by the description of the group and of the issuer's position within it
If the Issuer is dependant upon other entities within the group, this must be clearly stated together with an
functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:
(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.
Rule Prospectus Regulation – Annex IX
2008 Reference Document (document and
page number)
2009 Reference Document (document and
page number)
2010 Half Year Financial
Report (page number) Supervisory bodies conflicts of interests
Potential conflicts of interests between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties must be clearly stated
In the event that there are no such conflicts, a statement to that effect
Financier 237
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, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused
Rapport d'activité et de développement
durable 28, 87 and 88
Rapport Financier 227 to 232
279 to 282
10.2. A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer
Rapport Financier
227 to 232 279 to 282
11. FINANCIAL INFORMATION covering the latest 2 financial years (or such shorter period that the issuer has been in operation), and the audit report in respect of each year
If the audited financial information is prepared according to national
11.3. Auditing of historical annual financial information
11.3.1. A statement that the historical financial information has been audited. If audit reports on the historical financial information have been refused by the statutory auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers, must be reproduced in full and the reasons given. pending or threatened of which the issuer is aware), during a period
covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the issuer and/or group's financial position
12. A brief summary of all material
contracts that are not entered into in the ordinary course of the issuer's business, which could result in any group
Rapport d'activité et de développement
durable
62 to 68
member being under an obligation or entitlement that is material to the issuer's ability to meet its obligation to security holders in respect of the securities being issued
76 Rapport Financier 2 to 14 214 to 220
TERMS AND CONDITIONS OF THE NOTES