Altarea Cogedim : Prospectus d’admission d’obligations pour 500 M€ visé par l’AMF le 03 07 2017

(partnership limited by shares)

This document is a prospectus (the "Prospectus") within the meaning of article 5.3 of directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended.

The notes to be issued hereunder by Altarea (the "Issuer") in an aggregate nominal amount of € 500,000,000 bearing interest at a rate of 2.250% per annum maturing on 5 July 2024 (the "Notes"), shall be issued on 5 July 2017 (the "Issue Date").

The Notes bear interest from the Issue Date (inclusive) at a rate of 2.250% per annum, payable annually in arrear on 5 July in each year and for the first time on 5 July 2018 for the period commencing on and including the Issue Date up to but excluding 5 July 2018.

Unless previously redeemed or repurchased and cancelled in accordance with the terms and conditions of the Notes, the Notes shall be redeemed at their nominal value on 5 July 2024 (the "Maturity Date"). The Notes may, and in certain cases shall, be redeemed before the Maturity Date, in whole or in part, at their nominal value, plus interest, if any, accrued up to the date of redemption (excluded), as provided in Conditions 4, 6, 8 and 9 of the terms and conditions of the Notes.

If a Change of Control 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".

The Issuer may, at its option (i) redeem the Notes, in whole or in part, at any time or from time to time, prior to their Maturity 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 eighty (80) 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 3 months before to but excluding the Maturity Date, redeem the Notes outstanding, in whole or in part, at par plus accrued interest, in accordance with the provisions set out in "Terms and Conditions of the Notes - Redemption and Purchase - Residual Maturity Call Option by the Issuer".

The Notes are issued in dematerialised bearer form with a nominal value of €100,000 each. Title to the Notes shall be evidenced by book entry, in accordance with articles L.211-3 et 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. "Account Holder" means any intermediary authorised to hold securities accounts,

directly or indirectly, on behalf of its clients with Euroclear France, Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.

A request has been made for the Notes to be admitted to trading on the Euronext Paris regulated market as from the Issue Date. Euronext Paris is a regulated market within the meaning of directive 2004/39/EC of the European Council and Parliament dated 21 April 2004, as amended.

Neither the Notes nor the long-term debt of the Issuer are rated.

Copies of this Prospectus, of the 2015 Registration Document and 2016 Registration Document (as defined in the section "Documents incorporated by reference" below) are available for inspection and may be obtained, without charge, (i) at the registered office of the Issuer (8, avenue Delcassé - 75008 Paris - France) and at the specified office of the Fiscal Agent (CACEIS Corporate Trust - 1-3, place Valhubert - 75013 Paris - France) during normal office opening hours and (ii) on the websites of the Issuer (www.altareacogedim.com) and the Autorité des marchés financiers (www.amf-france.org).

Refer to the "Risk Factors" section for a description of various factors to be taken into consideration by prospective investors prior to investing in the Notes.

Pursuant to articles L.412-1 and L.621-8 of the French Code monétaire et financier and its general regulations, in particular articles 211-1 to 216-1, the Autorité des marchés financiers (the "AMF") has granted to this Prospectus the visa number n° 17-316 on 3 July 2017. This Prospectus was prepared by the Issuer and its signatories assume responsibility for its contents.

The visa, in accordance with the provisions of article L.621-8-1-I of the French Code monétaire et financier, has been granted after verification by the AMF that the document is complete and comprehensible and that the information contained therein is coherent. It neither implies approval of the appropriateness of the transaction nor validation by the AMF of any of the accounting and financial information presented therein.

Natixis and Société Générale (the "Global Coordinators") and BNP Paribas and Crédit Agricole Corporate and Investment Bank (the "Joint Lead Managers" and together with the Global Coordinators, the "Managers") have not verified the information contained, or incorporated by reference, in this Prospectus. The 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 Managers to subscribe for or purchase any of the Notes.

No person is, or has been, authorised by the Issuer or the 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 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 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.

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 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 Managers have taken any action with a view to offering the Notes to the public 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.

The Notes have not been and will not be registered pursuant to the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States. Subject to certain exceptions, the Notes may not be offered or sold, directly or indirectly, in the United States of America.

This Prospectus is intended solely for persons (1) with professional investment experience satisfying the requirements of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005, as amended (the "Financial Promotion Order")), (2) which are persons satisfying the provisions of article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (3) which are not present in the United Kingdom or (4) which are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale

of securities may lawfully be communicated or have the effect of being communicated (all such persons being referred to together as "relevant persons"). This Prospectus is intended solely for relevant persons and may not be utilised or relied on by non-relevant persons. Any investment or any investment activity relating to this Prospectus is reserved for authorised persons and may not be carried out other than by relevant persons.

In this Prospectus, any reference to "€", "EURO", "EUR" or "euro" means the currency that is legal tender in the member States of the European Union that have adopted the single currency introduced pursuant to the Treaty establishing the European Economic Community, as amended.