SUPPLEMENT NO. 2 DATED 21 OCTOBER 2010 TO THE BASE PROSPECTUS DATED 6 JULY 2010 AMENDING AND SUPERSEDING SUPPLEMENT NO. 1 DATED 12 OCTOBER 2010

Transcription

1 SUPPLEMENT NO. 2 DATED 21 OCTOBER 2010 TO THE BASE PROSPECTUS DATED 6 JULY 2010 AMENDING AND SUPERSEDING SUPPLEMENT NO. 1 DATED 12 OCTOBER 2010 LA POSTE Euro 7,000,000,000 Euro Medium Term Note Programme Due from one month to 30 years from date of original issue This supplement ( Supplement ) is supplemental to, and should be read in conjunction with, base prospectus dated 6 July 2010 ( Base Prospectus ) prepared in relation to 7,000,000,000 Euro Medium Term Note Programme of La Poste ( Issuer ) and which received visa n on 6 July 2010 from Autorité des marchés financiers ( AMF ). This Supplement amends and supersedes supplement n 1 dated 12 October 2010 to Base Prospectus ( First Supplement ) which received visa n on 12 October 2010 from AMF. The Base Prospectus, as supplemented, constitutes a base prospectus for purpose of Directive 2003/71/EC of 4 November 2003 on prospectus to be published when securities are offered to public or admitted to trading ( Prospectus Directive ). Application has been made to AMF in France for approval of this Supplement to Base Prospectus, in its capacity as competent authority pursuant to Article of its Règlement Général which implements Prospectus Directive. Unless context orwise requires, terms defined in Base Prospectus shall have same meaning when used in this Supplement. This Supplement has been prepared pursuant to Article 16.1 of Prospectus Directive and Article of Règlement Général of AMF for purposes of amending certain sections of First Supplement which incorporates by reference certain sections of half year financial report (rapport financier semestriel) of Issuer (including its interim financial statements as of 30 June 2010), in order to correct one material error which was made on amount of total liabilities as at 30 June Save as disclosed in this Supplement, no or significant new factor, material mistake or inaccuracy relating to information included in Base Prospectus has arisen or been noted, as case may be, since publication of Base Prospectus. If re is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into this Supplement and, (b) any statement in or incorporated by reference in Base Prospectus or First Supplement, statement in (a) above will prevail. To extent applicable, and provided that conditions of Article I of Règlement général of AMF are fulfilled, investors who have already agreed to purchase or subscribe for Notes to be issued under Programme before this Supplement is published, have right according to Article II of Règlement général of AMF, to withdraw ir acceptances within a time limit of two (2) working days after publication of this Supplement. Copies of this Supplement will be available on websites of Issuer ( and AMF ( and may be obtained without charge from registered office of Issuer during normal business hours.

2 TABLE OF CONTENTS I. Summary of Programme II. Résumé du Programme III. Documents incorporated by reference IV. Recent developments 2

3 I. SUMMARY OF THE PROGRAMME The section "Summary of Programme" (page 5 et seq. of Base Prospectus) is updated as follows: The following paragraph is added in sub-section "2. KEY INFORMATION ABOUT THE ISSUER" after paragraph "B. Key information concerning selected financial data of La Poste as at 31 December 2009": "C. Key information concerning selected financial data of La Poste as at 30 June 2010 in euro millions 30 June June 2010 Total turnover 10,274 10,590 in euro millions 30 June June 2010 Operating profit in % 30 June June 2010 Operating margin 4.4% 6.4% in euro millions 30 June June 2010 Net Profit (Group share) BREAKDOWN OF TURNOVER BY BUSINESS SECTOR in euro millions 30 June June 2010 Mail 5,988 5,943 Parcels/Express 2,157 2,330 La Banque Postale 2,459 2,640 La Poste Retail Brand 2,233 2,091 Or and consolidation adjustments (2,563) (2,414) EXTRACTS FROM THE BALANCE SHEET ASSETS ( million) June 2010 Non current assets 10,709 10,734 Current assets 172, ,097 Total Assets 183, ,831 LIABILITIES ( million) June 2010 Consolidated equity 4,103 4,395 Non current liabilities 7,931 7,478 Current liabilities 171, ,958 Total liabilities 183, ,831 3

4 II. RESUME DU PROGRAMME The section "Résumé du Programme" (page 13 et seq. of Base Prospectus) is updated as follows: The following paragraph is added in sub-section "2. INFORMATIONS-CLES SUR L ÉMETTEUR" after paragraph "B. Informations-clés concernant les données financières sélectionnées de La Poste au 31 décembre 2009": "C. Informations-clés concernant les données financières sélectionnées de La Poste au 30 juin 2010 En millions d euros 30 juin juin 2010 Chiffre d affaires total En millions d euros 30 juin juin 2010 Résultat d exploitation En pourcentage 30 juin juin 2010 Marge d exploitation 4,4% 6,4% En millions d euros 30 juin juin 2010 Résultat net (part du Groupe) RÉPARTITION DU CHIFFRE D AFFAIRES PAR SECTEUR D ACTIVITÉ En millions d euros 30 juin juin 2010 Courrier Colis/Express La Banque Postale L Enseigne Autres secteurs et éliminations (2 563) (2 414) ELEMENTS DE BILAN Actif (en millions d euros) juin 2010 Actif non courant Actifs courant Total Actif Passif (en millions d euros) juin 2010 Capitaux propres de l ensemble consolidé Passif non courant Passif courant Total Passif

5 III. DOCUMENTS INCORPORATED BY REFERENCE The section Documents Incorporated by Reference appearing on page 31 of Base Prospectus is hereby deleted in its entirety and replaced by following: "This Base Prospectus should be read and construed in conjunction with sections referred to in table below included in following documents which have been previously published with this Base Prospectus and filed with AMF: a. The half year financial report of Issuer fo half year period ended 30 June 2010 (in French language 1 ) including consolidated unaudited interim financial statements of Issuer prepared in accordance with International Financial Reporting Standards as adopted by European Union and review report reon ( 2010 ); b. annual report of Issuer for financial year ended 31 December 2009 (in French language 1 ) comprising a business report and a financial report and including consolidated audited annual financial statements of Issuer prepared in accordance with International Financial Reporting Standards as adopted by European Union and audit report reon ( 2009 Annual Report ); and c. annual report of Issuer for financial year ended 31 December 2008 (in French language 1 ) comprising a business report and a financial report and including consolidated audited annual financial statements of Issuer prepared in accordance with International Financial Reporting Standards as adopted by European Union and audit report reon ( 2008 Annual Report ). Such information shall be deemed to be incorporated in, and forms part of this Base Prospectus to extent that a statement contained in a section which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purpose of this Base Prospectus to extent that a statement contained herein modifies or supersedes such earlier statement (wher expressly, by implication or orwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. Copies of 2010, 2009 Annual Report and 2008 Annual Report which contain sections incorporated by reference are published and available on website of Issuer ( and may be obtained without charge from registered office of Issuer during normal business hours. For purposes of Prospectus Directive, information incorporated by reference in this base Prospectus is set out in following cross-reference table: Cross reference table INFORMATION INCORPORATED BY REFERENCE Annex IV of EC Regulation no. 809/ Interim financial report REFERENCE 2009 Annual Report 2008 Annual Report 1 The free English language translations of (i) 2010 Interim Financial Report, (ii) 2009 Annual Report and (iii) 2008 Annual Report may be obtained without charge from website of Issuer ( For ease of reference, page numbering of free English language translations of documents incorporated by reference is identical to French versions. These free English language translations are not incorporated by reference herein. 5

6 INFORMATION INCORPORATED BY REFERENCE Annex IV of EC Regulation no. 809/2004 REFERENCE A.4 RISK FACTORS Page 77 to 94 of A4.6 BUSINESS OVERVIEW A4.6.1 A4.6.2 Principal activities Principal markets Pages 06 to 08 and 15 to 28 of 2010 A4.8 TREND INFORMATION Pages 28 to 32 of 2010 A4.10 ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES A Names, business addresses and functions in issuer of following persons, and an indication of principal activities performed by m outside issuer where se are significant with respect to that issuer: members of administrative, management or supervisory bodies; partners with unlimited liability, in case of a limited partnership with a share capital. Pages 08 to 35 of Business and responsible development Pages 4 to 19 of Page 19 of Pages 06 to 07 of Business and responsible development report 2009 A4.11 BOARD PRACTICES A Details relating to issuer's audit committee, including names of committee members and a summary of terms of reference under which committee operates. A4.13 HISTORICAL FINANCIAL INFORMATION CONSOLIDATED FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND Page 07 of Business and responsible development report

7 INFORMATION INCORPORATED BY REFERENCE Annex IV of EC Regulation no. 809/2004 PROFITS AND LOSSES If audited financial information is prepared according to national accounting standards, financial information required under this heading must include at least: balance sheet; income statement; statement of changes in equity; cash flow statement; accounting policies; and explanatory notes. UNCONSOLIDATED FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES balance sheet; income statement; cash flow statement; REFERENCE Pages 24 to 25 of Page 23 of Page 27 of Page 28 of Pages 30 to 41 of Pages 41 to 113 of Pages 118 to 119 of Page 117 of Page 120 of Pages 24 to 25 of Page 23 of Pages 26 to 27 of Page 28 of Page 31 to 39 of Pages 39 to 105 of Pages 110 to 111 of Page 109 of Page 112 of 7

8 INFORMATION INCORPORATED BY REFERENCE Annex IV of EC Regulation no. 809/2004 A A accounting policies; and explanatory notes. Auditing of historical annual consolidated financial information A statement that historical financial information has been audited. If audit reports on historical financial information have been refused by statutory auditors or if y contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and reasons given. Auditing of historical annual unconsolidated financial information A statement that historical financial information has been audited. If audit reports on historical financial information have been refused by statutory auditors or if y contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and reasons given. REFERENCE Pages 121 to 125 of Pages 126 to 143 of Page 22 of Page 116 of Page 113 to 117 of Pages 118 to 135 of Page 22 of Page 108 of A A A Interim and or financial information If issuer has published quarterly or half yearly financial information since date of its last audited financial statements, se must be included in registration document. If quarterly or half yearly financial information has been reviewed or audited audit or review report must also be included. If quarterly or half yearly financial information is unaudited or has not been reviewed state that fact. If registration document is dated more than nine months after end of last audited financial year, it must contain interim financial information, covering at least first six months of financial year. If interim financial information is un-audited state that fact. The interim financial information must include Pages of

9 INFORMATION INCORPORATED BY REFERENCE Annex IV of EC Regulation no. 809/2004 " comparative statements for same period in prior financial year, except that requirement for comparative balance sheet information may be satisfied by presenting years end balance sheet. notes. balance sheet; income statement; statement of changes in equity; cash flow statement; accounting policies; and explanatory Page 41 of 2010 Page 40 of 2010 Page 44 of 2010 Page 47 of 2010 Pages of 2010 REFERENCE 9

10 IV. RECENT DEVELOPMENTS On 8 September 2010, Fitch Ratings reaffirmed long term rating of La Poste at AA with a stable outlook. 10

11 PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE SUPPLEMENT To best knowledge of Issuer (having taken all reasonable care to ensure that such is case), information contained in this Supplement (when read toger with Base Prospectus) is in accordance with facts in any material respect and contains no omission likely to affect its import in any material respect. The Issuer accepts responsibility accordingly. La Poste 44, boulevard de Vaugirard Paris cedex 15 France duly represented by: Bernard Delpit Executive Vice-President Chief Financial Officer on 21 October 2010 Autorité des marchés financiers In accordance with Articles L and L of French Code monétaire et financier and with General Regulations (Réglement Général) of Autorité des marchés financiers ( AMF ), in particular Articles to , AMF has granted to this Supplement visa No on 21 October This document may only be used for purposes of a financial transaction if completed by Final Terms. It was prepared by Issuer and its signatories assume responsibility for it. In accordance with Article L I of French Code monétaire et financier, visa was granted following an examination by AMF of "wher document is complete and comprehensible, and wher information it contains is coherent". It does not imply that AMF has verified accounting and financial data set out in it. This visa has been granted subject to publication of Final Terms in accordance with Article of AMF's General Regulations, setting out terms of securities being issued. 11