Base Prospectus dated 10 April 2019 SNCF MOBILITÉS €12,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme (the Programme) described in this Base Prospectus (the Base Prospectus), SNCF Mobilités (the Issuer), subject to compliance with all relevant laws, regulations and directives, may from time to time issue outside the Republic of France Euro Medium Term Notes (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed €12,000,000,000 (or its equivalent in other currencies) subject to increase as described herein. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. Notes will be issued in one or more series (each a Series). Each Series shall be in bearer form and may be issued in one or more tranches (each a Tranche) on different issue dates and on terms otherwise identical (except in relation to the interest commencement dates and matters related thereto). The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall be, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". Application has been made for approval of this Base Prospectus to the Autorité des marchés financiers (the AMF) in France in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive 2003/71/EC of 4 November 2003 as amended or superseded (the Prospectus Directive). Application may be made (i) to Euronext Paris S.A. for Notes issued under the Programme during a period of 12 months after the date of approval of this Base Prospectus to be listed and admitted to trading on Euronext Paris S.A. and/or (ii) to the listing authority of any other member state of the European Economic Area (EEA) for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below) in such member state. Euronext Paris S.A. is a regulated market (a Regulated Market) for the purposes of the Markets in Financial Instruments Directive 2014/65/EU of 15 May 2014, as amended (MiFID II). The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes to be admitted to trading on any Regulated Market and/or offered to the public will (other than in the case of Exempt Notes, as defined below) be set out in a final terms document (the Final Terms) which will be filed with the AMF. However, unlisted Notes may be issued pursuant to the Programme. The applicable Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and, if so, the relevant stock exchange(s). The Issuer may also issue Notes under the Programme for which no prospectus is required to be published under the Prospectus Directive (the Exempt Notes). Such Exempt Notes may be listed or admitted to trading on a stock exchange which is not a Regulated Market. Exempt Notes may also not be listed or admitted to trading. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document substantially in the form of the Final Terms. The AMF has neither reviewed nor approved any information in this Base Prospectus pertaining to Exempt Notes and the AMF assumes no responsibility in relation to issues of Exempt Notes. Notes will be in such denomination(s) as may be specified in the relevant Final Terms or such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant specified currency. Notes of each Tranche of each Series of Notes will initially be represented by a temporary global note in bearer form (each a Temporary Global Note) or a permanent global note in bearer form (each a Permanent Global Note and, collectively with any Temporary Global Note, the Global Notes), each without interest coupons. Global Notes may be deposited (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV, (Euroclear) and/or Clearstream Banking S.A. (Clearstream), on the issue date of the relevant Tranche of each Series with a common depositary or, as the case may be, common safekeeper on behalf of Euroclear and Clearstream, (b) in the case of a Tranche intended to be cleared through Euroclear France and the Intermédiaires financiers habilités, authorised to maintain accounts therein (together, Euroclear France), on the issue date with Euroclear France, acting as central depositary, and (c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear, Clearstream or Euroclear France or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Form of Notes". The Programme has been rated AA- by S&P Global Ratings Europe Limited (S&P), Aa3 by Moody’s France SAS (Moody's) and A+ by Fitch France SAS (Fitch). S&P, Moody's and Fitch are each a rating agency established in the European Union and registered under Regulation (EU) No 1060/2009, as amended (the CRA Regulation). As such each of S&P, Moody's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by one or more rating agencies. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms including as to whether or not such rating(s) is (are) issued by credit rating agencies established in the European Union, registered (or which have applied for registration) under the CRA Regulation and included in the list of credit rating agencies published by the European Securities and Markets Authority on its website and will not necessarily be the same as the rating assigned to the Issuer's long term debt and short term debt by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section entitled "Risk Factors" in this Base Prospectus. This Base Prospectus and the documents incorporated by reference in this Base Prospectus will be available on the website of the Issuer (https://www.sncf.com/fr/groupe/finance/publications-financieres-sncf) and this Base Prospectus will be available on the website of the AMF (www.amf-france.org). Arranger for the Programme HSBC Dealers BNP PARIBAS HSBC Deutsche Bank NatWest Markets UBS Investment Bank IMPORTANT INFORMATION This Base Prospectus (together with any supplement to this Base Prospectus published from time to time) comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive. This Base Prospectus is to be read in conjunction with (i) any supplement hereto that may be published from time to time (ii) all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference") and (iii) in relation to any Tranche of Notes, the relevant Final Terms. This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in "Summary of the Programme"). Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group (as defined in "Description of the Issuer") since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.