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CETELEM ČR, A.S. 5-Year Bond Issue Programme with Maximum Amount of CZK 10,000,000,000 in Outstanding Bonds

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CETELEM ČR, A.S. 5-Year Bond Issue Programme with Maximum Amount of CZK 10,000,000,000 in Outstanding Bonds CETELEM ČR, a.s. 5-Year Bond Issue Programme with maximum amount of CZK 10,000,000,000 in outstanding bonds This document constitutes the base prospectus (the "Base Prospectus") which applies to bonds issued under the debt issuance programme established by CETELEM ČR, a.s., with its registered office at Prague 5, Karla Engliše 5/3208, Postal Code: 150 00, ID-No.: 250 85 689, Czech Republic, incorporated in the Commercial Register administered by the Municipal Court in Prague, Section B, Insert No. 4331 (the "Issuer" or "CETELEM ČR" and the debt issuance programme hereinafter as the "Bond Programme" or the "Programme"). Under the Bond Programme the Issuer may issue individual bond offerings (debt securities issues) in compliance with generally binding laws (the "Bond Issues" or "Issues" or "Bonds"). The aggregate nominal value of all outstanding Bonds issued under the Bond Programme may not exceed CZK 10,000,000,000 at any time. The duration of the Bond Programme within which the Issuer may issue the Bonds under the Programme is to be five (5) years. In respect of each individual Bond Issue, the Issuer will prepare a special document (the "Issue Supplement") containing a supplement to the Bond Programme, i.e., a supplement to the general terms and conditions of the Bond Programme for the Issue in question (the "Bond Programme Supplement"). The Bond Programme Supplement will include, in particular, the nominal (face) value and number of the Bonds in the Issue, the issue date and method of such Bonds issue, the yield on and the issue price of the Bonds issue, the Bonds’ yield payment dates and maturity date(s) with respect to their nominal value, as well as other terms and conditions of each such individual Bond Issue, which either are not part of the general terms and conditions of the Programme, Chapter "The General Terms and Conditions of the Bond Programme", contained in this Base Prospectus or which may modify the general terms and conditions of the Programme contained in this Base Prospectus with respect to such Issue. If the Issuer intends to apply for the listing of any Bond Issue on a regulated securities market as at the issue date, the Issue Supplement will also contain the final terms and conditions of the Bond Issue (the "Final Terms and Conditions") so that the Issue Supplement and this Base Prospectus constitute a prospectus of the Issue in question. As needed, the Issuer may regularly update this Base Prospectus in a form of its amendments and additions. Each such a supplement will be approved by the Czech National Bank (the "CNB") and published in a way that each Bond Issue, the listing of which on the regulated market is applied for, is listed on the regulated market on the basis of an up-to-date security prospectus. For the purpose of listing the Bonds on the regulated market, this Base Prospectus will be valid for twelve (12) months from the date of its approval by the CNB. The Issuer does not intend to make any public offering of the Bonds issued under the Bond Programme under the applicable legislation, nor does it intend to entrust any third person with public offering of the Bonds. If, under the Issue Supplement, any individual Bond Issue is to be issued as listed securities (i.e, securities admitted for trading on a regulated market), the Issuer intends to apply for the listing of such Bonds on Burza cenných papírů Praha, a. s. (the "Prague Stock Exchange" or the "PSE") or any other regulated market that might succeed the PSE. The specific PSE market where the Bonds may be listed will be specified in the relevant Issue Supplement issued by the Issuer in respect of that Bond Issue. The relevant Issue Supplement may also specify that the Bonds will be placed on another regulated securities market or will not be placed on any regulated securities market. BNP Paribas S.A., with its registered office at 16, boulevard des Italiens 75009 Paris, France, ID-No.: 662 042 449, incorporated in the Trade and Company Register (Registre du Commerce et des Sociétés) administered by the Commercial Court in Paris (Tribunal de Commerce de Paris) (the "Guarantor" or "BNP Paribas") will be held liable for any obligations of the Issuer with respect to all of the Bonds issued under the Bond Programme, unless otherwise stated in the relevant Issue Supplement issued in respect of an individual Bond Issue. The general terms and conditions of the Bond Programme set out in this Base Prospectus, which are and will be the same for all the Bonds issued under this Bond Programme (the "Terms and Conditions"), have been approved upon the CNB’s decision ref. no. 2010/11456/570 sp. zn. Sp/2010/153/572 of 29 December 2010, which became final and effective on 29 December 2010. This Base Prospectus was made on 12 June 2012 and approved upon the CNB’s decision ref. no. 2012/5827/570 sp. zn. Sp/2012/97/572 of 18 June 2012, which became final and effective on 18 June 2012. This Base Prospectus does not constitute any public or any other offer to purchase any Bonds. The persons interested in the purchase of any Bonds of the individual Issues that may be issued under the Bond Programme should make their investment decision on the basis of information provided not only in this Base Prospectus, but also in its amendments and additions, and on the basis of the Issue Supplement of the relevant Bond Issue. The distribution of this Base Prospectus as well as any offers, sale or purchase of the Bonds of the individual Issues issued under the Bond Programme are restricted by law in some jurisdictions. Unless expressly provided otherwise in the relevant Issue Supplement in connection with any individual Bond Issue issued under the Bond Programme, the Bonds will not be registered, permitted or approved by any administrative or other authority in any jurisdiction with the exception of the CNB and, accordingly, no placement may be possible outside of the Czech Republic (see also "Important Notice"). Lead Manager Komerční banka, a.s. Guarantor BNP Paribas S.A. THIS PAGE INTENTIONALLY OMITTED 2/100 IMPORTANT NOTICE This Base Prospectus represents the Base Prospectus of the debt issuance programme within the meaning of Article 5(4) of Directive 2003/71/EC of the European Parliament and of the Council (the "Directive on Prospectus"), Section 36a of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended (the "ACMU"), and Section 13 et seq. of Act No. 190/2004 Coll., on Bonds, as amended (the "Bonds Act"). The distribution of this Base Prospectus, as well as any offers, sale or purchase of the Bonds of the individual Issues are restricted by law in some jurisdictions. Unless expressly provided otherwise in the relevant Issue Supplement in connection with an individual Bond Issue, neither the Bonds nor the prospectus related thereto will be at the instance of the Issuer listed, registered, permitted, recognized or approved by any administrative or other authority in any jurisdiction with the exception of the CNB and, accordingly, no placement will be possible outside of the Czech Republic. All persons in possession of this Base Prospectus will be responsible for observing any restrictions relating to offers, purchase and sale of the Bonds and the possession and distribution of any documents relating to the Bonds in all relevant jurisdictions. The persons interested in the purchase of any Bonds of the individual Issues that may be issued under the Bond Programme should make their investment decision on the basis of information provided in this Base Prospectus, including its amendments and additions, and in the relevant Issue Supplement. In case of any discrepancy between information provided in this Base Prospectus, its amendments and additions, and the individual Issue Supplements, the last-published information will be valid. Neither the Issuer nor any of the dealers named in the relevant Issue Supplement have approved any declaration, representation or information concerning the Bond Programme, the Issuer or the Bonds other than those included in this Base Prospectus, its amendments and additions, and in the individual Issue Supplements. No such declaration, representation or information may be relied upon as approved by the Issuer or the dealers. Unless stated otherwise, all information provided in this Base Prospectus is valid as of the date of this Base Prospectus. The delivery of this Base Prospectus at any time after its drafting should not mean that the information contained therein is correct at any time after the publication of the Base Prospectus. Moreover, the information included in this Base Prospectus may be further modified or amended by the specific amendments and additions (supplements) to the Base Prospectus. The information included in chapters "Exchange Regulation and Taxation in the Czech Republic" and "Enforcement of Civil Liabilities against the Issuer" is provided as general information only (is not intended to be comprehensive) that is based on the state as of the date of this Base Prospectus, and that was obtained from public sources, which have not been processed or independently verified by the Issuer. Besides, the information contained in these chapters cannot be considered an indicator of future trends due to the significant political, economic and other structural changes in the Czech Republic in the recent years. All potential purchasers of any Bonds should rely exclusively on their own analyses of the factors stated in those chapters and upon the opinion of their own legal, tax and other professional advisors. Any assumptions and projections concerning the future development of the Issuer and the Guarantor, their financial or market positions and the scope of their business, should not be deemed representations or binding promises of the Issuer regarding any future events or outcomes, because such future events and outcomes are subject, entirely or in part, to circumstances and events beyond the Issuer’s control.
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