AUTO ABS COMPARTIMENT

Transcription

1 Prospectus Supplement dated 2 February 2015 to the Prospectus dated 19 July 2012 AUTO ABS COMPARTIMENT AUTO ABS FCT FONDS COMMUN DE TITRISATION A COMPARTIMENTS (articles L to L , L to L , L and R to R of the French Monetary and Financial Code) 723,600,000 Class A Asset-Backed Floating Rate Notes due 27 July 2026 (Private Placement / Issue Price: 100 per cent.) France Titrisation Management Company Banque PSA Finance Custodian This Prospectus supplement (the Supplement ) is prepared in connection with the Prospectus dated 19 July 2012 (the Prospectus ) prepared in relation to the 723,600,000 Class A Asset Backed Floating Rate Notes (the Notes ) of AUTO ABS FCT COMPARTIMENT (the Compartment ), the third compartment of AUTO ABS FCT (the Fund ), a French compartmentalised securitisation fund ( fonds commun de titrisation à compartiments ) jointly established by France Titrisation (the Management Company ) and Banque PSA Finance (the Custodian ) on 23 November The Autorité des marchés financiers (the AMF ) has granted visa FCT n on 19 July 2012 to the Prospectus. Terms defined in the Prospectus have the same meanings when used in this Supplement. The Issuer has prepared this Supplement to its Prospectus, pursuant to Article 16.1 of the Prospectus Directive and Article of the AMF General Regulations for the following purposes: updating the general reference to the former Compartment Cash Manager (Banque PSA Finance) to the new Compartment Cash Manager as from the Substitution Closing Date which is Crédipar; updating the general reference to the former Junior Swap Provider (Banque PSA Finance) to the new Junior Swap Provider as from the Substitution Closing Date which is Crédipar; updating the general reference to the former Class B Noteholder (Banque PSA Finance) to the new Class B Noteholder as from the Substitution Closing Date which is Crédipar. updating the new corporate structure and the change of control of Crédipar; updating the description of Banque PSA Finance Group, SCF Group and the Seller; to correct a manifest error in the definition of Available Principal Collections ; and updating the retention and disclosure requirements under the Capital Requirement Directive provisions. together the Amendments. Application has been made to the AMF for the approval of this Supplement in its capacity as competent authority in France pursuant to article L of the French Monetary and Financial Code which implemented the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 in France, as amended by Directive 2011/73/EU of 24 November 2010 (the Prospectus Directive ). Unless expressly provided otherwise, terms defined in the Prospectus have the same meaning when used in this Supplement. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in this Supplement will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus which is material in the context of the Programme since the publication of the Prospectus. No person has been authorised to give any information or to make any representations other than those contained in the Prospectus and this Supplement and, if given or made, such information or representations shall not be relied upon as having been authorised by or on behalf of the Seller, the Servicer or any other company within the PSA Group or the SCF Group, the Data Protection Agent, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Joint Lead Managers or the Joint Arrangers. This Supplement has been granted a visa by the AMF on 2 February 2015 under number FCT n The Prospectus and this Supplement are available for viewing at the registered office of the Management Comapany and the Custodian during normal hours.

2 TABLE OF CONTENTS PERSONS ASSUMING RESPONSIBILITY FOR THE PROSPECTUS SUPPLEMENT... 3 GENERAL MODIFICATIONS... 5 UPDATE OF THE SECURITISATION LEGAL FRAMEWORK... 6 UPDATE OF THE OVERVIEW OF THE TRANSACTION... 7 UPDATE OF THE DESCRIPTION OF THE RELEVANT ENTITIES... 8 UPDATE OF THE RISK FACTORS - SPECIAL CONSIDERATIONS... 9 UPDATE OF THE OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS UPDATE OF THE DESCRIPTION OF THE MASTER PURCHASE AGREEMENT UPDATE OF THE DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER UPDATE OF THE APPENDIX

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4 Autorité des marchés financiers In accordance with articles L and L of the French Code monétaire et financier and with the General Regulations (Réglement général) of the Autorité des marchés financiers (AMF), in particular articles to , the AMF has granted to this Supplement the visa no on 2 Febrary This document may only be used for the purposes of a financial transaction if completed by Final Terms. It was prepared by the Issuer and its signatories assume responsibility for it. In accordance with article L I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether the document is complete and comprehensible, and whether the information it contains is coherent". It does not imply that the AMF has verified the accounting and financial data set out in it. This visa has been granted subject to the publication of Final Terms in accordance with article of the General Regulations (Réglement général) of the Autorité des marchés financiers (AMF), setting out the terms of the securities being issued. 4

5 GENERAL MODIFICATIONS In the Programme, from the Substitution Closing Date included, (i) Crédipar will be 100% owned by SOFIB, (ii) Banque PSA Finance will only remain party to the Programme in its capacity of Custodian, (iii) Crédipar will substitute Banque PSA Finance and act as Compartment Cash Manager, Junior Swap Provider and Class B Noteholder, and (iv) the retention and disclosure requirements under the Capital Requirements Directive will be complied with by Crédipar only. Accordingly, from the Substitution Closing Date: all references in the Prospectus to the ownership of Crédipar shall be understood as Crédipar being 100% owned by SOFIB,itself being owned on a 50/50% basis by Santander Consumer France and Banque PSA Finance; all references in the Prospectus to Banque PSA Finance acting in its capacity of Class B Noteholder shall be read as references to Crédipar acting in its capacity of Class B Noteholder ; all references in the Prospectus to Banque PSA Finance acting in its capacity of Compartment Cash Manager shall be read as references to Crédipar acting in its capacity of Compartment Cash Manager ; all references in the Prospectus to Banque PSA Finance acting in its capacity of Junior Swap Provider shall be read as references to Crédipar acting in its capacity of Junior Swap Provider ; all the references in the Prospectus to the PSA Group in paragrahs Seller (page 18), Servicer (page 18), General Reserve Account (page 24), Delegation (page 45), The Seller (page 48), The Servicer (page 48), Conditions Precedent to the purchase of Additional Receivables (page 75), General Reserve Fund (page 122) and General Reserve Cash Deposit (page 182) shall be read as references to the PSA Group or the SCF Group. all references in the Prospectus to the retention and disclosure requirements shall be read as requirements complied with by Crédipar only. As a result, Crédipar in its capacity as Class B Notes Subscriber, Class B Noteholder, shall retain, on an on-going basis, a material net economic interest of not less than 5% in the securitisation in accordance with the text of Article 122a of Directive 2006/48/EC (now articles 405 et seq of the CRR)(and Article of the Arrêté dated 20 February 2007 regarding capital adequacy requirements applicable to credit institutions and investment companies) by the holding of all the Class B Notes issued by the Issuer; all references in the Prospectus to the Description of Banque PSA Finance Group and the Seller shall be replaced by the following Description of Banque PSA Finance Group, SCF Group and the Seller ; all references in the Base Prospectus relating to the licence of the Management Company, France Titrisation, shall be read as licensed by the French Financial Markets Authority (Autorité des Marchés Financiers) as a société de gestion de portefeuille; and all references in the Base Prospectus to the former head office of Crédit Agricole S.A. (which was 91, Boulevard Pasteur, Paris (France)) as well as the former Trade and Companies Registry of registration (which was Paris) shall be replaced by, respectively, 12, place des Etats Unis, Montrouge Cedex for the new head office, and Nanterre, for the new Trade and Companies Registry. 5

6 UPDATE OF THE SECURITISATION LEGAL FRAMEWORK As a result of the entry into force under French law of (i) Law n dated 26 July 2013 on the separation and regulation of banking activities (loi de séparation et de régulation des activités bancaires) and (ii) Ordinance n dated 13 June 2008, Ordinance n dated 25 July 2013, Decree n dated 17 July 2008 and Decree n dated 25 July 2013: a) the Autorité de contrôle prudentiel has been renamed the Autorité de contrôle prudentiel et de résolution; as a result, any reference in the Prospectus to "Autorité de contrôle prudentiel" shall be read as a reference to "Autorité de contrôle prudentiel et de résolution"; b) all references in the Prospectus to Article 122a of Directive 2006/48/EC shall be read as a reference to articles 405 et seq of the Capital Requirements Regulation. c) the legal provisions of the French Monetary and Financial Code (Code monétaire et financier) relating to securitisation (Articles L to L and Articles R to R ) were renumbered as Articles L to L and Articles R to R ; as a result, the references to the former numbering shall be read as references to the new numbering in accordance with the concordance table below: Former numbering Concordance Table New numbering Former numbering New numbering - L R R L L R R L L D D L L R R L L R R L L R R L L R R L L R R L L R R L L R R L L D D L L D D L L D D L L R R L L R R L L R R L L R R L L D D L L R R L L D D L L D D L L D D L L R R L L R R / / 6

7 UPDATE OF THE OVERVIEW OF THE TRANSACTION Paragraphs Compartment Cash Manager and Junior Swap Provider on pages 20 and 21 of the Prospectus shall be replaced by the following: Overview of the Transaction Compartment Cash Manager Compagnie Générale de Crédit aux Particuliers or Crédipar, a French société anonyme, whose registered office is located at 12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution). Pursuant to the Compartment Cash Management Agreement, at any time during the lifetime of the Compartment: (a) (b) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Compartment Cash Manager; and the Compartment Cash Manager may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager has been effectively appointed). Junior Swap Provider Compagnie Générale de Crédit aux Particuliers or Crédipar, a French société anonyme, whose registered office is located at 12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution). The Junior Swap Provider has entered into the Junior Swap Agreement with the FCT in respect of the Class B Notes (subject to the right of the Management Company to terminate such Junior Swap Agreement in accordance with its terms). / / 7

8 UPDATE OF THE DESCRIPTION OF THE RELEVANT ENTITIES Paragraphs The Compartment Cash Manager on page 50 of the Prospectus, The Junior Swap Provider on page 52 of the Prospectus shall be replaced by the following: The Compartment Cash Manager Compagnie Générale de Crédit aux Particuliers 12, Avenue Andre Malraux Levallois Perret France The Compartment Cash Manager is a French société anonyme, whose registered office is located at 12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution). The Compartment Cash Manager is appointed by the Management Company, with the prior approval of the Custodian, to manage the amounts standing from time to time to the credit of the Compartment Accounts and the allocation of such amounts in accordance with the provisions of the Compartment Cash Management Agreement and the conditions set out in this Prospectus (see Section COMPARTMENT CASH AND INVESTMENT RULES ). Pursuant to the Compartment Cash Management Agreement, at any time during the lifetime of the Compartment: (a) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Compartment Cash Manager; and (b) the Compartment Cash Manager may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager with the Account Bank Required Ratings has been appointed). The Junior Swap Provider Compagnie Générale de Crédit aux Particuliers 12, Avenue Andre Malraux Levallois Perret France The Junior Swap Provider is the credit institution with whom the Custodian and the Management Company have entered into the Junior Swap Agreement. The terms and conditions of the Junior Swap Agreement are summarised in Section CREDIT STRUCTURE - Description of the Junior Swap Agreement. / / 8

9 UPDATE OF THE RISK FACTORS - SPECIAL CONSIDERATIONS Sub-paragraphs 3 and 4 of paragraph Conflicting interest between certain transaction parties on page 59 of the Prospectus shall be replaced by the following: 3. Crédipar is acting in several capacities under the Transaction Documents. Even if its rights and obligations under the Transaction Documents are not conflicting and are independent from one another contractually, in performing such obligations in these different capacities under the Transaction Documents, Crédipar may be in a situation of conflicts of interest. The fact that Crédipar holds the Class B Notes on the Substitution Closing Date and will undertake not to transfer the Class B Notes may also lead Crédipar to vote in a manner that may be prejudicial to other Noteholders. 4. Crédipar is indirectly 50% owned by Banque PSA Finance (who is acting as Custodian under the Transaction Documents) and is acting in several capacities under the Transaction Documents. In performing such obligations in these different capacities under the Transaction Documents, Crédipar may be in a situation of conflicts of interest between each other and act in a manner that may be prejudicial to other parties. / / 9

10 UPDATE OF THE OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS The points (d) and (j) of the sub-paragraph Amortisation Event on pages 77 and 78 of the Prospectus shall be replaced by the following: (d) SOFIB (i) becomes insolvent, is subject to one of the proceedings set out in book VI of the Commercial Code, (ii) has its credit institution license withdrawn or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk; or (j) the termination of any Back-to-Back Swap Agreement where the Back-to-Back Swap Provider is the defaulting party or the sole affected party; or / / 10

11 UPDATE OF THE DESCRIPTION OF THE MASTER PURCHASE AGREEMENT The paragraph Benefit of the Master Purchase Agreement on pages 123 and 124 of the Prospectus shall be replaced by the following: The Master Purchase Agreement shall be binding upon and inure to the benefit of each party to such Master Purchase Agreement and its successors and permitted assignees. The parties rights and obligations under the Master Purchase Agreement are personal to them and may not be transferred, directly or indirectly, in whole or in part, to third parties except as expressly described in the paragraph below. In particular, but without limitation, the Seller shall not transfer any Car to any third party, except following termination of the relevant Auto Lease Contract in accordance with its terms and conditions and subject to the provisions of the Transaction Documents, or as expressly described in the paragraph below Without prejudice of the foregoing, the Seller shall be entitled to substitute, in relation to its rights and obligations under the Master Purchase Agreement, any other entity, existing or newly created, intended to take over its activities from which the Purchased Receivables originates by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group or the SCF Group, including by way of any change into another corporate form or branch, provided that: (a) (b) (c) (d) (e) (f) (g) this entity is directly or indirectly 50/50 owned by Banque PSA Finance and SCF and directly or indirectly controlled by SCF; (i) the Cars are transferred to the substituted entity together with the corresponding Auto Lease Contracts and (ii) the substituted entity shall (1) assume by operation of law all of the rights and obligations of Crédipar (in all capacities) under the terms of this Agreement and all other Transaction Documents and, in particular but without limitation its obligations relating to the preservation of the rights of the FCT under the Purchased Receivables and to the sale of the Cars, and (2) confirm or reinstate any transfer of Purchase Receivables effected under this Agreement; the substituted entity shall (i) be duly licensed as an établissement de crédit (credit institution) by the Comité des Etablissements de Crédit et des Entreprises d Investissement or by the Autorité de Contrôle Prudentiel to enter into opérations de banque (banking transactions within the meaning of article L of the French Monetary and Financial Code) or (ii) be authorised to carry out the same activities as the Seller under libre prestation de services (freedom to provide cross-border services) or under liberté d établissement (freedom of establishment) in accordance with article L of the French Monetary and Financial Code and the Autorité de Contrôle Prudentiel has been duly informed in that respect; where applicable, the substituted entity has performed the specific undertakings of the Seller set out in this Agreement; the Management Company and the Custodian shall have given their prior written approval of such substitution; the substituted entity has undertaken irrevocably to waive any right of contractual recourse whatsoever it may have against the FCT in respect to the establishment and operation of the Compartment; and such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or on review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. As shareholder of Crédipar, Banque PSA Finance undertakes to comply with the limitations and conditions provided for in this Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Benefit of the Master Purchase Agreement of the Prospectus and to ensure that the provisions of such Section are complied and indemnify the FCT in case of breach by itself or Crédipar of the above provisions. / / 11

12 UPDATE OF THE DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER Paragraphs Organisation of Banque PSA Finance to Crédipar of the section DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER on pages 148 et seq. of the Prospectus shall be deleted and replaced by the following: DESCRIPTION OF BANQUE PSA FINANCE GROUP, OF SCF GROUP AND THE SELLER The information contained in this section related to Crédipar, the Banque PSA Finance Group, the SCF Group and SOFIB has been obtained from Banque PSA Finance, Credipar and SCF Group and is furnished solely to provide limited information regarding Crédipar, the Banque PSA Finance Group and the Santander Group and does not purport to be comprehensive. BANQUE PSA FINANCE GROUP Introduction Banque PSA Finance ( BPF ) is the parent company of the Banque PSA Finance group ( BPF Group ) operating in twenty-three countries. The BPF Group offers a full range of retail financing products to customers of the three brands Peugeot, Citroën and DS as well as floor-stock and replacement parts financing for the three dealers networks. It is not involved substantially in any other type of financing activities. Although fully owned by PSA Peugeot Citroën, BPF is not responsible for the funding of the PSA group s industrial activities and has limited exposure to the group. BPF s activities are mainly based in Western Europe France, Germany, the UK and Spain being its key markets. However, Central Europe is playing an increasingly important role, as well as South America (Brazil, Argentina and Mexico) and China. It has a key function in PSA Peugeot Citroën s strategy to offer customers integrated products, financing and service packages that meet their needs. BPF strengthens relationships with car dealers by providing them with a full array of specially tailored financing and services sales support systems. BPF is also developing integrated products including such automobile-related services as maintenance and extended warranties, whose subscription-based delivery makes them more attractive to customers. These integrated products are also offered to buyers of used vehicles. BPF also offers auto insurance through a programme with specialist partners that offers specific insurance solutions for the Peugeot and Citroën brands. In terms of wholesale financing, BPF finances the new and replacement vehicles, spare parts inventories of both the Peugeot, Citroën and DS brands and all car dealer networks in the countries where it operates, as well as meeting certain other working capital and equipment financing needs. BPF was incorporated in France as PSA Finance Holding and established as a French société anonyme on 15 December 1982 under registration number RCS PARIS B BPF s term of incorporation will expire on 15 December 2081 unless extended or dissolved before such date. PSA Finance Holding changed its name to Banque PSA Finance Holding on 26 July 1995 and subsequently to Banque PSA Finance following approval by its shareholders on 15 July On 26 July 1995, BPF was registered as a bank and as such is regulated by French bank authorities (Commission Bancaire). BPF operates under articles L and following of the French Commercial Code and under articles L and following of the French Monetary and Financial Code. BPF s head office is located at 75, avenue de la Grande Armée, Paris, France. BPF is a whollyowned subsidiary of Peugeot S.A. Its authorised and issued capital is currently EUR 177,408,000, with a share capital divided into 11,088,000 shares of common stock with a par value of EUR 16. / / 12

13 BPF s shares are not listed on any stock market. Peugeot S.A. s shares are listed on the Eurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the International SEAQ market in London. International presence The BPF Group does business in France, Germany, the United Kingdom, Italy, Spain, Belgium, The Netherlands, Portugal, Switzerland, Austria, Brazil, Argentina, Poland, Czech Republic, Slovakia, Hungary, Mexico, Slovenia, Turkey, China, Croatia, Russia and Malta. In 2006, BPF set up a finance company in partnership with Bank of China and a new marketing subsidiary in Turkey, with a local banking partner. In January 2008, BPF extended its operations in Slovenia through a joint venture with a banking partner. In June 2008, BPF again set up a financing business in Algeria. The company 98% owned by PSA Financial Holding B.V. and 2% by Banque PSA Finance. In June 2008, Banque PSA Finance increased the capital of its subsidiary PSA Assurance S.A.S. This subsidiary acts as the French holding company of PSA Services Ltd, an entity in Malta that owns two local insurance companies. The set-up of this Life Insurance Company and property and casualty insurance company allows offering customers an increasingly comprehensive service offering tailored to their needs. In July 2008, BPF set up in Croatia to develop financing business in the local market. The company is wholly-owned by PSA Financial Holding B.V. At the end of June 2009, Banque PSA Finance bought 98% of AIG Bank Rus, of which 50% through PSA Financial Holding B.V. Named Bank PSA Finance Rus, this new subsidiary started its operations in August In China, BPF owns since December % of the Chinese Auto Finance Company Dongfeng Peugeot Citroën Auto Finance Company Ltd. The remaining shares belong to Dongfeng Peugeot Citroën Automobiles, the commercial JV between Dongfeng Motor Group Co Ltd (3,078 million cars sold in 2012) and PSA, and directly Dongfeng Motor Group Co Ltd. Since March 2013, Banque PSA Finance has developed a new deposit taking activity. Deposits will be at the level of Banque PSA Finance only and Banque PSA Finance will benefit from waiver of set-off undertakings from its clients in respect of such deposits. Main event in 2014 Banque PSA Finance announced in July 2014 the signing of a binding Framework Agreement with Santander Consumer Finance to form a European partnership which will improve its competitiveness. This partnership will take the form of dedicated local partnerships in most countries, or, in some jurisdictions, of commercial agreements. It is subject to the approval of competent competition authorities as well as the banking regulatory authorities in the main European countries. Banque PSA Finance in France In France, the Banque PSA Finance group conducts its wholesale financing business with Sofira and SOFIB, and the retail financing business with the network of Crédipar. CREDIPAR The Compagnie Générale de Crédit aux Particuliers or Crédipar is the French subsidiary of SOFIB in charge of providing financing, through loans or leases to buyers of Peugeot and Citroen vehicles in France. Credipar was established in 1979 and is a 100% subsidiary of SOFIB. Crédipar is registered as a credit institution. Crédipar provides financing services to purchasers of Peugeot and Citroën cars. These financing services include redeemable automobile credits, leasing contracts with purchase option and long-term leasing for new and used vehicles. Credipar also manages a limited amount of outstanding liquidity facilities for individuals and loans with dealers. / / 13

14 SANTANDER CONSUMER GROUP Santander Consumer Finance Santander Consumer Finance ( SCF ) was incorporated in 1963 under the name of Banco de Fomento, S.A. as a private-law entity subject to the rules and regulations applicable to banks operating in Spain, which has its headquarters at Ciudad Grupo Santander, Boadilla del Monte, Madrid, Spain, where the bylaws and other public information on the Bank can be consulted. The SCF s object is to receive funds from the public in the form of deposits, loans, repos or other similar transactions entailing the obligation to refund them, and to use these funds for its own account to grant loans and credits or to perform similar transactions. Also, as the holding company of the SCF Group, SCF manages and handles the investments in its subsidiaries. SCF is part of the Santander group, the parent entity of which (Banco Santander, S.A.) had a 100% direct and indirect ownership interest in the share capital of SCF at 31 December 2013 and Banco Santander, S.A. has its registered office at Paseo de Pereda 9-12, Santander. Additionally, since December 2002 SCF has been the head of a European corporate group, consisting mainly of financial institutions, which engages in commercial banking, consumer finance, operating and finance leasing, full-service leasing and other activities. The SCF Group has 610 branches distributed throughout Europe (70 of which are located in Spain). Santander Consumer France Santander Consumer France was set up on 24 July It is a French société par actions simplifiée (à associé unique) whose registered office is currently located at 40, rue de Courcelles, Paris (France) registered within the Trade and Companies Registry of Paris (France) under number (RCS Paris). On the 5th November 2014, an application has been filed for the granting of a full banking licence from the French Autorité de Contrôle Prudentiel et de Résolution to Santander Consumer France. Once this licence will be granted to Santander Consumer France, Santander Consumer France will be transformed into a société anonyme. Santander Consumer France is a subsidiary of the SCF Group, and is 100% owned by SCF. The activities of Santander Consumer France are based in France and consist in making credit operations, receiving funds from its customers (at a future stage) and pursuing activities of insurance mediation Santander Consumer France may also acquire any interests and shareholdings in any commercial, industrial or financial companies. SOFIB SOFIB is incorporated in France and established as a French société anonyme under registration number RCS Nanterre The head office of SOFIB is located at 29, rue Ernest Cognacq, Levallois- Perret, France. SOFIB is registered as a bank and as such is regulated by French bank authorities (Autorité de Contrôle Prudentiel et de Résolution). SOFIB operates under articles L and following of the French Commercial Code and under articles L and following of the French Monetary and Financial Code. SOFIB is providing financing to car dealers of Peugeot and Citroën network in France: financing of working capital, other various loans to car dealers (including loans with collaterals, for example real estate loans as / / 14

15 loans for renovation of their premises, deposit accounts for car dealers, working capital financing (medium/short term), commitments ( cautions bancaire ), and cash credit for importers in France and other countries). SOFIB will be, until the Substitution Closing Date, a wholly-owned subsidiary of Banque PSA Finance S.A. The authorised and issued capital of SOFIB is currently EUR 9,600,000, with a share capital divided into 600,000 shares of common stock with a par value of EUR 16. BPF is a wholly-owned subsidiary of Peugeot S.A whose authorised and issued capital of Banque PSA Finance is currently EUR 177,408,000, with a share capital divided into 11,088,000 shares of common stock with a par value of EUR 16. The shares of SOFIB and of Banque PSA Finance are not listed on any stock market. The shares of Peugeot S.A. are listed on the Eurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the International SEAQ market in London. Before the Substitution Closing Date, SOFIB has acquired 100% of the shares of Sofira and 100% of the shares of Crédipar SA (the latest holding 100% of CLV). On the Substitution Closing Date, Banque PSA Finance has sold 50% of the shares of SOFIB to Santander Consumer France. Consequently, SOFIB is currently 50% owned by Banque PSA Finance and 50% owned by Santander Consumer France and controlled by Sandander Consumer Finance. / / 15

16 UPDATE OF THE APPENDIX 1 The following definitions shall be inserted or, as the case may, be replaced on pages 207 to 237 of the Appendix I entitled Glossary of Defined Terms of the Prospectus : Available Principal Collections means, on any Settlement Date and in respect of the Collection Period immediately preceding such Settlement Date, the sum of: (a) (b) (c) (d) (e) for each Performing Auto Lease Contracts, the amount of the Amortisation Principal Component collected under that Performing Auto Lease Contracts during that Collection Period; the principal component of any amount paid during such Collection Period in respect of the indemnification or the rescission (résolution) of the assignment of any Series of Receivables by the Seller; the principal component of any amount paid by any insurance company under the Insurance Contracts (which do not already form part of the Scheduled Principal Payments) during such Collection Period; the principal component of any amount debited by the Management Company from the Commingling Reserve Fund on that Settlement Date in the event of a breach by the Servicer of its financial obligations (obligations financières) during that Collection Period under the Master Servicing Agreement; the principal component of any amount debited by the Management Company from the Performance Reserve Fund on that Settlement Date in the event of a breach by the Seller of any Seller Performance Undertakings during that Collection Period; plus or minus, as the case may be, any Adjusted Available Principal Collections. Back-to-Back Swap Agreement means the interest rate swap agreement entered into between an Interest Rate Swap Counterparty and the Back-to-Back Swap Provider on or prior the Closing Date in connection with the Interest Rate Swap Agreement entered into on or about the same date between the FCT and such Interest Rate Swap Counterparty. Banque PSA Finance means a French société anonyme, whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution), in its capacity as Custodian. Commingling Reserve means the amount credited by the Servicer or, as the case may be, by any other entity of the PSA Group or the SCF Group, to the Commingling Reserve Account, and adjusted thereafter, as applicable, as security for the full and timely payment of all the financial obligations of the Servicer towards the FCT under the Master Servicing Agreement. Commingling Reserve Account means the bank account opened in the name of the FCT with the Compartment Account Bank and allocated to the Compartment by the Management Company to which the Servicer or, as the case may be, any other entity of the PSA Group or the SCF Group will credit the Commingling Reserve. Compartment Cash Management Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Compartment Account Bank and the Compartment Cash Manager pursuant to which the Management Company has appointed, with the prior approval of the Custodian, the Compartment Cash Manager in connection with the management and investment of the Compartment Cash as amended and restated on or about the SubstitutionClosing Date. Compartment Cash Manager means Crédipar, in its capacity as compartment cash manager under the Compartment Cash Management Agreement. Compartment Regulations means the agreement entered into on or before the Closing Date between the Management Company and the Custodian, as amended and / / 16

17 restated on or about the Substitution Closing Date, in connection with the establishment, the operation and the liquidation of the Compartment. CRR or Capital Requirements Regulation means Regulation 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012. General Regulations means the FCT general regulations (règlement général) dated 23 November 2010 and made between the Management Company and the Custodian as amended and restated on or about the Substitution Closing Date, in connection with the establishment, the operation and the liquidation of the Compartments and other compartments of the FCT Junior Swap Agreement means the swap agreement (comprising a FBF Master Agreement, a schedule and a confirmation) made between the FCT, in respect of the Compartment, represented by the Management Company and the Custodian and the Junior Swap Provider in respect of the Class B Notes pursuant to which the Junior Swap Provider is the payer of the Floating Junior Swap Amounts and the FCT is the payer of the Fixed Junior Swap Amounts. Management Company means France Titrisation, a société par actions simplifiée, whose registered office is located at 41, Avenue de l Opéra, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed by the Autorité des Marchés Financiers as a société de gestion de portefeuille, acting in the name and on behalf of the FCT in respect of the Compartment (unless the context requires otherwise). Master Definitions Agreement means the agreement entered into on or before the Closing Date by the Management Company, the Custodian, the Seller, the Servicer, the Compartment Cash Manager, the Compartment Account Bank, the Interest Swap Counterparties, the Junior Swap Provider and the Principal Paying Agent and pursuant to which the parties have agreed to define a number of terms and phrases in connection with the establishment and operation of the Compartment, as amended and restated on or about the Substitution Closing Date. Master Purchase Agreement means the agreement entered into on or before the Closing Date by the Management Company, the Custodian and the Seller pursuant to which the Seller has intended to assign to the FCT some Receivables to be exclusively allocated to the Compartment, as amended and restated on or about the Substitution Closing Date. Master Servicing Agreement means the agreement entered into on or before the Closing Date between inter alia the Management Company, the Custodian and the Servicer, pursuant to which the Management Company has appointed, with the prior approval of the Custodian, the Seller to service the Receivables and to enforce the Ancillary Rights which both have been transferred to the FCT and allocated to the Compartment, as amended and restated on or about the Substitution Closing Date. Specially Dedicated Account Bank Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank, pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté), as amended and restated on or about the Substitution Closing Date. Transaction Documents means the General Regulations, the Compartment Regulations, the Master Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements, the Junior Swap Agreement, the Compartment Account Bank Agreement, the Compartment Cash Management Agreement, the Compartment Cash Management Sub-Contract Agreement, the Paying Agency Agreement, the Class A Notes Subscription Agreement, the Class B Notes and Residual Units Subscription Agreement, the Class B Notes Transfer Agreement, the Data Protection Agreement, the Reserve Cash Deposits Agreement, the Specially Dedicated Account Bank Agreement and the Master Definitions Agreement, as amended and restated on or about the Substitution Closing Date as the case may be. Back-to-Back Swap Provider means Crédipar and any replacement Back-to-Back Swap Provider from time to time. / / 17

18 CRR or Capital Requirements Regulation means Regulation 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012. Junior Swap Provider means Crédipar in its capacity as credit institution and any replacement Junior Swap Provider from time to time Santander Consumer France means Santander Consumer France, a société par actions simplifiée (à associé unique), whose registered office is located at 40, rue de Courcelles, Paris, registered with the Trade and Companies Registry of Paris under number SCF means Santander Consumer Finance, S.A., a limited liability company (sociedad anónima), whose registered office is located at Ciudad Grupo Santander, Boadilla del Monte, Madrid, Spain, established and operating in accordance with the Spanish law with fiscal identification code number (Spanish C.I.F.) A It is also registered under the number 0224 in the Register of Banks maintained by the Banco de España. Santander Consumer France means Santander Consumer France, a French société par actions simplifiée (à associé unique), whose registered office is located at 40, rue de Courcelles, Paris (France) registered with the Trade and Companies Registry of Paris (France) under number SOFIB means SOFIB, a société anonyme, whose registered office is located at 29 rue Ernest Cognacq Levallois-Perret, France, registered with the Trade and Companies Registry of Nanterre under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Autorité de Contrôle Prudentiel et de Résolution. Substitution Closing Date means the date on which Crédipar becomes indirectly 50% owned by Banque PSA Finance and indirectly 50% owned by SCF, and indirectly controlled by SCF. / / 18

19 R É p u B Q u E f R A N A 5 ç E I AUTORITÉ DES MARCHÉS FINANCIERS A F VISA FCT N en date du 2 février 2015 le Président DECISION DU PRESIDENT (Application de la décision n0479 du 9 janvier 2014 portant délégation de signature, publiée au Journal Officiel du 16 janvier 2014) Fonds Commun de Titrisation AUTO ABS FCT COMPARTIMENT Société de gestion: France Titrisation Dépositaire: Banque PSA Finance Visa du supplément au Prospectus de base daté du 19 juillet , place de la Bourse Paris cedex 2 tél fax wwwamf france org