PROGRAMME EMTN SFIL

Base Prospectus dated 1 June 2026 Sfil €20,000,000,000 Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Sfil (the "Issuer" or "Sfil"), subject to compliance by the Issuer with all relevant laws, regulations and directives applicable to the Issuer and the Notes, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed €20,000,000,000 (or the equivalent in other currencies at the date of determination of the financial conditions of the issue of any Notes).

This document constitutes a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation").

This Base Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority under the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.

Application may be made for Notes to be issued under the Programme during a period of twelve (12) months after the date of the approval granted by the AMF on the Base Prospectus to be admitted to trading on Euronext Paris and/or any other Regulated Market (as defined below) and/or to be offered to the public pursuant to a non-exempt offer in accordance with the Prospectus Regulation in any member state (the "Member State(s)") of the European Economic Area (the "EEA"). Euronext Paris is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"), appearing on the list of regulated markets published by the European Securities and Markets Authority ("ESMA") on its website (each, a "Regulated Market"). The Notes may also be admitted to trading on any other stock exchange or may not be admitted to trading on any market. The relevant final terms (the "Final Terms") (forms of which are contained herein) in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading and/or offered to the public pursuant to a non-exempt offer in a Member State of the EEA and, if so, the relevant market and/or jurisdiction.

This Base Prospectus shall be valid for the admission to trading of Notes on a Regulated Market and/or the offer to the public of Notes pursuant to a non-exempt offer in accordance with the Prospectus Regulation until 1 June 2027, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, material mistake or material inaccuracy relating to the information contained (or incorporated by reference) in this Base Prospectus which may affect the assessment of an investment in the Notes. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

The Notes will be issued in dematerialised form, as more fully described herein. The Notes will at all times be in book-entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier. No physical documents of title will be issued in respect of the Notes.

The Notes may, at the option of the Issuer, be in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in section entitled "Terms and Conditions of the Notes – Form, Denomination, Title and Redenomination") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, S.A. ("Clearstream") or in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in section entitled "Terms and Conditions of the Notes – Form, Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in which case they will be inscribed either with the Issuer or with the registration agent (designated in the relevant Final Terms) acting on behalf of the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.

The Notes are governed by, and shall be construed in accordance with, French law.

The final terms of the relevant Notes will be determined at the time of the offering of each Tranche based on then prevailing market conditions and will be set out in the relevant Final Terms.

The long-term senior debt of the Issuer has been assigned ratings of A+ with a stable outlook by S&P Global Ratings Europe Limited ("S&P"), Aa3 with a negative outlook by Moody's France SAS ("Moody's") and AA with a stable outlook by DBRS Ratings GmbH ("DBRS"). The Notes issued under the Programme may be unrated or rated differently. The rating of Notes (if any) will be specified in the relevant Final Terms. Each of S&P, Moody's and DBRS is established in the European Union, is registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation") and is appearing on the list of credit rating agencies registered in accordance with the CRA Regulation published by ESMA on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) as of the date of this Base Prospectus. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time without notice by the assigning rating agency.

This Base Prospectus, any supplement thereto (if any) and the Final Terms related to the Notes admitted to trading on any Regulated Market in the EEA and/or offered to the public pursuant to a non-exempt offer in a Member State of the EEA in accordance with the Prospectus Regulation will be published on the website of the AMF (https://www.amf-france.org). In addition, should the Notes be listed and/or admitted to trading on a Regulated Market other than Euronext Paris, the relevant Final Terms related to those Notes will specify whether this Base Prospectus, any supplement thereto (if any) and the relevant Final Terms will be published on the websites of (x) the relevant Regulated Market and/or (y) the relevant competent authority.

The documents referred to in the preceding paragraph and any document containing information (including any future financial information) incorporated by reference will also be published on the website of the Issuer (www.sfil.fr), in accordance with applicable laws and regulations.

Prospective investors should have regard to the factors described under section entitled "Risk factors" of this Base Prospectus before deciding to invest in the Notes issued under the Programme.

Arranger

Barclays

Permanent Dealers

Barclays
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs Bank Europe SE
HSBC
J.P. Morgan
La Banque Postale
LBBW
Morgan Stanley
Natixis
NatWest
Nomura
Société Générale Corporate & Investment Banking
UniCredit

NOTICE

Each prospective investor of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial needs, objectives and conditions, complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.

A prospective investor may not rely on the Issuer, the Arranger or the Dealer(s) or any of their respective affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.

Neither the Issuer, the Arranger or the Dealer(s) nor any of their respective affiliates has or assumes responsibility for the lawfulness of the subscription or acquisition of the Notes by a prospective investor in the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.

AN INVESTMENT IN THE NOTES MIGHT NOT BE SUITABLE FOR ALL INVESTORS

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

• have (or be advised by financial institutions or other professional investors who have) sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact that any such investment will have on its overall investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;
• understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets;
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and
• consult its own advisers as to legal, tax and related aspects of an investment in the Notes (in particular to determine whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase of any Notes).

Some Notes are complex financial instruments. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio. Some Notes which are complex financial instruments may be redeemable at an amount below par in which case investors may lose the value of part or their entire investment.

The tax legislation of the investors' Member State and of the Issuer's country of incorporation may have an impact on the income received from the Notes.

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Arranger or the Dealers to subscribe for, or purchase, any Notes.

The Arranger and the Dealers have not separately verified the information contained or incorporated by reference in this Base Prospectus. None of the Arranger or the Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any other financial statements or any other information incorporated by reference are intended to provide the basis of any credit or other evaluation and should be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements or any other information incorporated by reference should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained or incorporated by reference in this Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Arranger or the Dealers.

One or more independent credit rating agencies may assign credit ratings to the Notes. A rating assigned to the Notes is based on the Issuer's financial situation, but takes into account other relevant structural features of the transaction, including, inter alia, the terms of the Notes, and reflects only the views of the rating agency. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes and the ability of the Issuer to make payments under the Notes (including but not limited to market conditions and funding related and operational risks inherent to the business of the Issuer). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal by the rating agency at any time without notice.

PRIIPS REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS

In respect of (i) any Notes with a denomination of less than €100,000 for which the Final Terms specify the "Prohibition of sales to EEA retail investors" as "Applicable" and (ii) any Notes with a denomination of at least €100,000, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or, as applicable, (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

UK RETAIL INVESTORS – PROHIBITION OF SALES TO UK RETAIL INVESTORS

In respect of (i) any Notes with a denomination of less than €100,000 for which the Final Terms specify the "Prohibition of sales to UK retail investors" as "Applicable" and (ii) any Notes with a denomination of at least €100,000, the Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

MiFID II product governance / target market

The Final Terms in respect of any Notes may include a legend entitled "MiFID II product governance" which will outline the target market assessment in respect of the Notes, taking into account the five (5) categories referred to in item 19 of the Guidelines published by the European Securities and Markets Authority ("ESMA") on 3 August 2023 and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor" as defined in MiFID II) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the product governance rules under Commission Delegated Directive (EU) 2017/593 of 7 April 2016, as amended (the "MiFID II Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer as defined in MiFID II in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules. For the avoidance of doubt, the Issuer is not a MiFID II regulated entity and does not qualify as a distributor or a manufacturer under the MiFID II Product Governance Rules.

UK MiFIR product governance / target market

The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR product governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules. For the avoidance of doubt, the Issuer is not a UK MiFIR regulated entity and does not qualify as a distributor or a manufacturer under the UK MiFIR Product Governance Rules.

SINGAPORE SFA PRODUCT CLASSIFICATION

In connection with Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Important notice relating to Inflation Linked Notes

Inflation Linked Notes are not in any way sponsored, endorsed, sold or promoted by the INSEE or Eurostat, as the case may be, and the INSEE or Eurostat makes no warranty or representation whatsoever, express or implied, either as to the results to be obtained from the use of any of the inflation indices and/or the figure at which such indices stand at any particular time. The inflation indices are determined, composed and calculated by the INSEE or Eurostat, as the case may be, without regard to the Issuer or the Notes. The INSEE or Eurostat, as the case may be, is not responsible for or has not participated in the determination of the timing of, prices of, or quantities of the Inflation Linked Notes to be issued or in the determination or calculation of the interest payable under such Notes.

None of the Issuer, the Arranger, the Dealers or any of their respective affiliates makes any representation as to the inflation indices. Any of such persons may have acquired, or during the term of the Notes may acquire, non-public information with respect to any of the inflation indices that is or may be material in the context of Inflation Linked Notes. The issue of Inflation Linked Notes will not create any obligation on the part of any such persons to disclose to the holders of the Notes or any other party such information (whether or not confidential).

Neither the current nor the historical levels of any of the inflation indices should be taken as an indication of future performance of such index during the term of any Inflation Linked Notes.

Important notice relating to Green Notes, Social Notes or Sustainability Notes

Prospective investors should have regard to the information set out in the relevant Final Terms regarding the use of proceeds and must determine for themselves the relevance of such information for the purpose of any investment in green notes (the "Green Notes"), social notes (the "Social Notes") or sustainability notes (the "Sustainability Notes"), as the case may be, together with any other investigation such investor deems necessary. In particular, no assurance is given by the Arranger or the Dealers that the use of proceeds for any loan will satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by the Issuer's own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental or social impact of any loan or uses related to any loan. Furthermore, it should be noted that there is currently no clear definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes a "social", a "sustainability" or an equivalently-labelled asset. A definition of a "green" project or benefiting from a similar label has been established by the Taxonomy Regulation (as defined in section entitled "Risk Factors" of this Base Prospectus) which defines the criteria to determine whether an economic activity can be considered environmentally sustainable. As at the date of this Base Prospectus, Eligible Green Loans defined in the Sfil Group Green, Social and Sustainability Bond Framework (as defined in section entitled "Risk Factors" of this Base Prospectus) do not necessarily comply with the criteria of the Taxonomy Regulation. In addition, the requirements of any such label may evolve from time to time, accordingly, no assurance is or can be given by the Arranger or any Dealer to investors that any loan or use(s) the subject of, or related to, any loan will meet any or all investor expectations regarding such "green", "social", "sustainability" or other equivalently-labelled performance objectives.

No assurance or representation is given by the Arranger or any Dealer as to the content, suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the Issuer) which may be made available in connection with the issue of any Green Notes, Social Notes or Sustainability Notes as the case may be, and in particular with any loan, to fulfil any environmental, social and/or other criteria. Currently, the providers of such opinions and certifications are not subject to any specific regulatory or other regime or oversight. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold any such Green Notes, such Social Notes or such Sustainability Notes, as the case may be.

Neither the Arranger nor any Dealer makes any representation as to the suitability of the Green Notes, the Social Notes or the Sustainability Notes to fulfil environmental or social criteria required by prospective investors. The Arranger and the Dealers have not undertaken, nor are responsible for, any assessment of the eligibility criteria, any verification of whether the Green Notes, the Social Notes or the Sustainability Notes, as the case may be, meet the eligibility criteria, the monitoring of the use of proceeds or the allocation by the Issuer of the proceeds (or amounts equal or equivalent thereto) of the Green Notes, the Social Notes or the Sustainability Notes.

For the avoidance of doubt, it is however specified that payments of principal and/or interest (as the case may be) on the Green Notes, the Social Notes or the Sustainability Notes, as the case may be, shall not depend on the performance of the relevant loan.

TABLE OF CONTENTS

• GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 8
• RISK FACTORS ....................................................................................................................................... 15
• CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE PROSPECTUS ... 33
• INFORMATION INCORPORATED BY REFERENCE ......................................................................... 35
• SUPPLEMENT TO THE BASE PROSPECTUS...................................................................................... 42
• TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 43
• USE OF PROCEEDS ................................................................................................................................ 92
• DESCRIPTION OF THE ISSUER............................................................................................................ 93
• RECENT DEVELOPMENTS ................................................................................................................. 107
• SUBSCRIPTION AND SALE ................................................................................................................ 108
• FORM OF FINAL TERMS 1 .................................................................................................................. 114
• FORM OF FINAL TERMS 2 .................................................................................................................. 137
• GENERAL INFORMATION.................................................................................................................. 156
• PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ........ 160

GENERAL DESCRIPTION OF THE PROGRAMME

The following general description of the Programme does not purport to be complete and is taken from, and is qualified in its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the relevant Final Terms. The Notes will be issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and will be subject to the Conditions set out in this Base Prospectus as completed by the relevant Final Terms.

This general description constitutes a general description of the Programme for the purposes of Article 25.1(b) of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended. It does not, and is not intended to, constitute a summary of this Base Prospectus within the meaning of Article 7 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation"), or any implementing regulation thereof.

Words and expressions defined in section entitled "Terms and Conditions of the Notes" of this Base Prospectus shall have the same meanings in this general description.

Issuer: Sfil

Legal Entity Identifier (LEI): 549300HFEHJOXGE4ZE63

Website: https://www.sfil.fr

Arranger: Barclays Bank Ireland PLC

Dealers:

Barclays Bank Ireland PLC
BNP PARIBAS
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs Bank Europe SE
HSBC Continental Europe
J.P. Morgan SE
La Banque Postale
Landesbank Baden-Württemberg
Morgan Stanley Europe SE
Natixis
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Société Générale
UniCredit Bank GmbH

The Issuer may from time to time terminate the appointment of any Dealer under the Programme or appoint additional dealers either in respect of one or more Tranches or as Permanent Dealers under the Programme. References in this Base Prospectus to "Permanent Dealers" are to the persons referred above as Dealers and to such additional persons that are appointed as dealers in respect of the Programme (and whose appointment has not been terminated) and references to "Dealers" are to the Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches.

Description: Under the Euro Medium Term Note Programme (the "Programme"), the Issuer, subject to compliance by the Issuer with all relevant laws, regulations and directives applicable to the Issuer and the Notes, may from time to time issue notes (the "Notes").

Programme Limit: Up to €20,000,000,000 (or the equivalent in other currencies at the date of determination of the financial conditions of the issue of any Notes) aggregate nominal amount of Notes issued under the Programme outstanding at any time.

The Programme Limit may be increased from time to time, subject to compliance with the relevant provisions of the amended and restated dealer agreement entered into between the Issuer, the Arranger and the Permanent Dealers.

Fiscal Agent, Paying Agent, Redenomination Agent, Consolidation Agent and Calculation Agent:
Banque Internationale à Luxembourg, société anonyme

Risk Factors: There are certain factors which the Issuer believes are specific to the Issuer and/or the Notes and material for the purpose of assessing the market risk associated with the Notes and/or may alter its ability to fulfil its obligations under the Notes towards investors and of which prospective investors should be aware. These are set out under section entitled "Risk Factors" of this Base Prospectus.

Method of Issue: The Notes may be issued on a syndicated or non-syndicated basis, as specified in the relevant Final Terms.

Series and Tranches: The Notes will be issued in series (each a "Series") having one or more issue date(s). The Notes of each Series will be fungible with all other Notes of that Series.

Each Series may be issued in tranches (each a "Tranche") on the same or different issue date(s) and on terms identical to the terms of other Tranches of the same Series, save in respect of the issue date, issue price, first payment of interest and aggregate nominal amount of the Tranche. The specific terms of each Tranche of Notes will be determined by the Issuer and the relevant Dealer(s) at the time of the issue and will be set out in the final terms of such Tranche (the "Final Terms"). The Notes of a Tranche of each Series will be fungible with all other Notes of the other Tranches of that Series.

Maturities: Subject to compliance with all relevant laws, regulations and directives, the Notes may have any maturity as specified in the relevant Final Terms.

Currencies: Notes may be denominated and/or payable in any currency agreed between the Issuer and the relevant Dealer(s) in the relevant Final Terms.

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "€", "Euro", "EUR" or "euro" are to the single currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended, references to "£", "pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom, references to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America and references to "CHF" and "Swiss Francs" are to the lawful currency of Switzerland.

Denomination: Notes shall be issued in the Specified Denomination as set out in the relevant Final Terms.

Unless permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the Financial Services and Markets Act 2000, as amended, must have a minimum redemption amount of £100,000 (or its equivalent in other currencies).

The Notes shall be issued in one Specified Denomination only.

Redenomination: Notes denominated in the national currency of a European Member State that subsequently becomes a participating Member State in the single currency of the European Economic and Monetary Union (as provided in the Treaty establishing the European Community, as amended from time to time) may be subject to redenomination into Euro (see section entitled "Terms and Conditions of the Notes – Form, Denomination, Title and Redenomination").

Form of Notes: Notes will be issued in dematerialised form.

Title to the Notes will be evidenced in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries (inscriptions en compte).

Status of Notes: The Notes are direct, unconditional, unsecured (subject to Condition 4) and senior preferred obligations within the meaning of Article L.613-30-3-I-3° of the French Code monétaire et financier of the Issuer and rank and will rank pari passu and without any preference among themselves and at least pari passu with all other direct, unconditional, unsecured and senior preferred obligations of the Issuer (save for statutorily preferred exceptions).

Negative Pledge: There will be a negative pledge in respect of the Notes as set out in Condition 4 – (see section entitled "Terms and Conditions of the Notes – Negative Pledge").

Interest rates and interest periods: The Final Terms will specify whether the Notes bear interest. The length of the interest periods for the Notes and the applicable interest rate may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both, provided that in no event will the relevant interest amount be less than zero. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Final Terms.

Fixed Rate Notes: Fixed interest will be payable in arrear or in advance on the date or dates in each year specified in the relevant Final Terms.

Floating Rate Notes: Floating Rate Notes will bear interest payable in arrear or in advance on each interest payment dates determined separately for each Series as follows:

• on the same basis as the Floating Rate which would be determined by the Calculation Agent under a notional interest rate swap transaction under the terms of an agreement incorporating the FBF Definitions; or
• on the same basis as the Floating Rate which would be determined by the Calculation Agent under a notional interest rate swap transaction under the terms of an agreement incorporating either the 2006 ISDA Definitions or the 2021 ISDA Definitions, as specified in the relevant Final Terms; or
• on the basis of a reference rate appearing on an agreed screen page (including, without limitation, CMS Rate, EURIBOR, €STR, SARON, SOFR, SONIA or TEC10),

in each case plus or minus any applicable Margin and calculated and payable as indicated in the relevant Final Terms. Floating Rate Notes may also have a maximum rate of interest, a minimum rate of interest or both, provided that in no event, will the relevant Interest Amount be less than zero.

Fixed/Floating Rate Notes: Fixed/Floating Rate Notes may be converted from a Fixed Rate to a Floating Rate, or from a Floating Rate to a Fixed Rate, all on the date set out in the relevant Final Terms either by the election of the Issuer or automatically.

Zero Coupon Notes: Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest.

Inflation Linked Notes: Inflation Linked Notes may be issued by the Issuer where the interest and/or principal in respect of such Notes will be calculated by reference to an inflation index ratio derived from:

• the consumer price index (excluding tobacco) for all households in France or the relevant substitute index, as calculated and published monthly by INSEE; or
• the harmonised index of consumer prices (excluding tobacco), or the relevant substitute index, measuring the rate of inflation in the European Monetary Union as calculated and published monthly by Eurostat.

Events of Default: There will be events of default in respect of the Notes as set out in Condition 9 (see section entitled "Terms and Conditions of the Notes - Events of Default").

Final Redemption: Unless previously redeemed or purchased and cancelled or its maturity is extended as provided below pursuant to any Issuer's or Noteholders' option in accordance with Condition 6, each Note shall be finally redeemed on the Maturity Date specified in the relevant Final Terms at its Final Redemption Amount.

Optional Redemption: The Final Terms in respect of each Tranche will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders and, if so, the terms applicable to such redemption, as set out in Condition 6 (see section entitled "Terms and Conditions of the Notes – Redemption, Purchase and Options").

Taxation Redemption: The Notes may be subject to redemption at the option of the Issuer for taxation reasons.

Taxation (withholding tax): All payments of principal, interest and other revenues by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within France or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law.

Additional amounts: If French law should require that payments of principal or interest in respect of any Note be subject to withholding or deduction in respect of any taxes, duties, assessments or governmental charges of whatever nature, the Issuer will, to the fullest extent then permitted by law, pay such additional amounts as shall result in receipt by the Noteholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note to, or to a third party on behalf of a Noteholder, who is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with France other than the mere holding of the Note.

Representation of Noteholders: Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a masse (in each case, the "Masse"), which will be governed by the provisions of Articles L.228-46 et seq. of the French Code de commerce, as amended or supplemented by Condition 11 (see section entitled "Terms and Conditions of the Notes – Representation of Noteholders").

The Masse will be a separate legal entity and will act in part through a Representative and in part through Collective Decisions.

Central Depositary: Euroclear France.

Clearing Systems: Euroclear France, Clearstream and Euroclear.

Approval and validity of the Base Prospectus: This Base Prospectus has been approved by the Autorité des marchés financiers (the "AMF") in France in its capacity as competent authority under the Prospectus Regulation.

The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.

This Base Prospectus shall be valid for the admission to trading of Notes on a Regulated Market and/or the offer to the public of Notes pursuant to a non‑exempt offer in accordance with the Prospectus Regulation until 1 June 2027, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence of a significant new factor, material mistake or material inaccuracy relating to the information contained (or incorporated by reference) in this Base Prospectus which may affect the assessment of an investment in the Notes. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

Admission to trading of Notes: Application may be made for Notes to be issued under the Programme during a period of twelve (12) months after the date of the approval granted by the AMF on the Base Prospectus to be admitted to trading on Euronext Paris and/or any other Regulated Market (as defined below). Euronext Paris is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets published by the European Securities and Markets Authority ("ESMA") on its website (a "Regulated Market"). The Notes may also be admitted to trading on any other stock exchange or may not be admitted to trading on any market. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading and, if so, the relevant market.

Non-Exempt Offer of Notes: Notes may be offered to the public pursuant to a non-exempt offer in France and, to the extent the AMF has provided the competent authority of the relevant member state (the "Member State") of the European Economic Area (the "EEA") with a certificate of approval attesting that the Base Prospectus (and, if applicable, any supplement related thereto) has been drawn up in accordance with the Prospectus Regulation, in any Member State of the EEA, if the relevant Final Terms provide it and in accordance with applicable laws and regulations.

Green, Social and Sustainability Notes: Green Notes may be issued by the Issuer to finance and/or refinance, in whole or in part, Eligible Green Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework.

Social Notes may be issued by the Issuer to finance and/or refinance, in whole or in part, Eligible Social Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework.

Sustainability Notes may be issued by the Issuer to finance and/or refinance, in whole or in part, Eligible Green Loans and Eligible Social Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework.

The Sfil Group Green, Social and Sustainability Bond Framework is based on the Green Bond Principles, the Social Bond Principles (the "SBP") and the Sustainability Bond Guidelines (the "SBG") published by the International Capital Market Association and the Issuer has requested a Green, Social and Sustainability Second Party Opinion on the Sfil Group Green, Social and Sustainability Bond Framework assessing its alignment with the Green Bond Principles, the SBP and the SBG.

For each issue of Green Notes, Social Notes and Sustainability Notes there will be an allocation reporting and an independent third party will verify the allocation of the net proceeds.

The Sfil Group Green, Social and Sustainability Bond Framework and the Green, Social and Sustainability Second Party Opinion are not incorporated by reference in this Base Prospectus.

The Sfil Group Green, Social and Sustainability Bond Framework, the Green, Social and Sustainability Second Party Opinion and the allocation reports are available on the Issuer's website (https://sfil.fr/obligations-vertes-sociales‑durables/ or https://sfil.fr/en/green-social-and-sustainable-bonds/).

Use of Proceeds: The net proceeds of the issue of the Notes or an amount equivalent to the net proceeds in the case of Green Notes, Social Notes or Sustainability Notes will (as specified in the applicable Final Terms) be allocated by the Issuer either:

• for the Issuer's general corporate purposes; or
• in the case of Green Notes to finance and/or refinance, in whole or in part, Eligible Green Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework; or
• in the case of Social Notes to finance and/or refinance, in whole or in part, Eligible Social Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework; or
• in the case of Sustainability Notes to finance and/or refinance, in whole or in part, Eligible Green Loans and Eligible Social Loans as defined under the Sfil Group Green, Social and Sustainability Bond Framework; or
• as stated in the relevant Final Terms in respect of any particular issue of Notes for which there is a particular identified use of proceeds (other than as specified above).

Ratings: The long-term senior debt of the Issuer has been assigned ratings of A+ with a stable outlook by S&P Global Ratings Europe Limited ("S&P"), Aa3 with a negative outlook by Moody's France SAS ("Moody's") and AA with a stable outlook by DBRS Ratings GmbH ("DBRS").

The Notes issued under the Programme may be unrated or rated differently. The rating of Notes (if any) will be specified in the relevant Final Terms.

Each of S&P, Moody's and DBRS is established in the European Union, is registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation") and is appearing on the list of credit rating agencies registered in accordance with the CRA Regulation published by ESMA on its website (https://www.esma.europa.eu/credit-rating‑agencies/cra-authorisation) as of the date of the Base Prospectus.

A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time without notice by the assigning rating agency.

Selling Restrictions: The offer and sale of Notes will be subject to selling restrictions (see section entitled "Subscription and Sale" of this Base Prospectus) in various jurisdictions, in particular the United States of America, the United Kingdom, Singapore, Japan and the EEA including France, Republic of Italy, Norway and Belgium.

General Information: This Base Prospectus, any supplement thereto that may be published from time to time and the Final Terms relating to any issue of Notes admitted to trading on any Regulated Market and/or offered to the public pursuant to a Non‑Exempt Offer in a Member State of the EEA in accordance with the Prospectus Regulation are available on the website of the AMF (www.amf-france.org).

In addition, should the Notes be listed and/or admitted to trading on a Regulated Market other than Euronext Paris, the relevant Final Terms related to those Notes will specify whether this Base Prospectus, any supplement thereto (if any) and the relevant Final Terms will be published on the websites of (x) the relevant Regulated Market and/or (y) the relevant competent authority.

The documents referred to in the preceding paragraph and the following documents will also be published on the website of the Issuer (www.sfil.fr) in accordance with applicable laws and regulations:

• the up to date by-laws (statuts) of the Issuer;
• any document containing information (including any future financial information) incorporated by reference in this Base Prospectus; and
• all reports, letters and other documents, valuations and statements prepared by any expert at the Issuer's request any part of which is included or referred to in this Base Prospectus.

For so long as Notes may be issued pursuant to this Base Prospectus, the Amended and Restated Agency Agreement is obtainable in electronic form free of charge from the Issuer or the Fiscal Agent.

Governing Law: The Notes and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, French law.

RISK FACTORS

The following are risk factors which the Issuer believes are specific to the Issuer and/or the Notes and material for the purpose of assessing the market risk associated with the Notes and/or may alter its ability to fulfil its obligations under the Notes towards investors and of which prospective investors should be aware.

Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In each category below, the most material risk factors are listed in a manner that is consistent with the assessment based on the probability of their occurrence and the expected magnitude of their negative impact on the Issuer.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme. Additional risks not included in this risk factors section below, e.g. because they are currently not material or not known by the Issuer, may result in material risks in the future.

Prior to making an investment decision, prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including any documents containing information (including any future financial information) deemed to be incorporated by reference herein) and make their own opinion about risk factors prior to making any investment decision. Investors should in particular conduct their own analysis and evaluation of the risks relating to the Issuer, its financial condition and the Notes and consult their own financial or legal advisers about risks associated with investment in a particular Series of Notes and the suitability of investing in the Notes in light of their particular circumstances.

Words and expressions defined in section entitled "Terms and Conditions of the Notes" of this Base Prospectus herein shall have the same meanings in this section.

I. RISKS RELATING TO THE ISSUER AND ITS OPERATIONS

The following table gives the detail of the risk factors identified and indicates, for each of them, the likelihood of their occurrence and their negative impact on the Issuer and the Sfil Group on the date of this Base Prospectus. The likelihood of the occurrence is graded on a four-level scale ("Very Unlikely", "Unlikely", "Likely" and "Very Likely") and the magnitude of their negative impact is graded on a four-level scale ("Low", "Moderate", "Significant" and "Very Significant"). Within each of the below mentioned categories, the risks have been listed according to this grading, the risks with the combination of the highest likelihood and negative impact coming first.

1. Strategic & Business risk

1.1. Solvency risk

The solvency ratio is one of the indicators taken into account by the supervisors and the rating agencies in the overall assessment of banks. The level of the solvency ratio could be affected by changes in the external rating of the French State. A degradation to the second credit quality level (Credit Quality Step 2) would lead to an increase in the weighted risks of the non-euro-denominated exposures in the export credit portfolio, which would result in a deterioration of the solvency ratio. However, these exposures currently represent a minor portion of Sfil's exposures. Consequently, even in the event of such a degradation, the indicator would remain well above the level required by the regulations. Nevertheless, a significant deterioration in the solvency ratio, as it is a regulatory ratio, could adversely damage Sfil's regulatory scrutiny.

As of 31 December 2025, Sfil's solvency ratio was high (46.8%), well above the regulatory threshold of 8.56%.

1.2. Business activity risk - Sfil may face a decrease in its activity and its margins in the French public sector lending market or in the financing of export credit

Sfil may face increasing competition in the local government lending market or in the financing of export credit. In France, where it will source its new assets, competition may increase from French universal banks.

As far as the local public sector is concerned, certain competitors may be larger and better capitalized than Sfil, or benefit from other funding sources at a different cost than market funding used by the Sfil Group. Depending on the interest rate of the Livret A and the liquidity position of banks funded by deposits, pressure on margins could be stronger. Consequently, Sfil may face pricing pressure in certain areas of its operations in the future as competitors seek to increase market share by reducing prices or offering new services at low prices. The municipal market competition could intensify, which may result in narrower lending spreads. This could make it more difficult for Sfil to purchase eligible loans with a sufficient margin to be refinanced by the Notes.

As far as the export credit market is concerned, the competition is very sharpened for projects with a strong green dimension, this trend being exacerbated for Sfil in the context of the transactions denominated in currencies other than the Euro. This could make it more difficult for Sfil to finance eligible loans with a sufficient margin to be refinanced by the Notes.

Existing or increased competition in French public local sector lending or in the financing of export credit may lead to a reduction of margins for new commitments and ultimately to a strong reduction of new assets lending for Sfil, or otherwise materially affect Sfil's business, financial condition, cash flows and results of operations.

Moreover, an unfavorable economic and financial environment could impact the Sfil Group but to a smaller extent and with a lesser impact compared to large commercial banks with a global presence. Events such as conflicts in certain parts of the world (Ukraine, the Middle East, etc.), tensions over trade policies, French political instability and parliamentary fragmentation, could lead to inflationary pressures, create volatility in financial markets, trigger a sovereign debt crisis, and negatively impact economic growth. Any such event, only if it lasts for a very long time, could have a material adverse effect on the Sfil Group's activities and results.

As an illustration, in 2025, the financing activity for local authorities and public hospitals for the Sfil Group amounted to €5.6 billion in financing granted during the year under its partnerships with La Banque Postale and Banque des Territoires.

As for the refinancing of export credits, Sfil signed four contracts for €3.6 billion in 2025.

1.3. Regulatory Risk - Risk arising from European and French laws and regulations

Sfil business operations are governed by European and French laws and regulations and are subject to supervision by the European Central Bank and by the Autorité de contrôle prudentiel et de résolution ("ACPR"). Any significant changes to the current legislation or regulation could have an impact on Sfil's business, financial position and results.

In particular, evolving regulatory frameworks such as the ones relating to digital operational resilience, including the Digital Operational Resilience Act (DORA), as well as increasing environmental, social and governance (ESG) requirements, may lead to higher compliance costs and additional operational constraints.

In this evolving legislative and regulatory environment, it is difficult to predict the impact of new measures on Sfil. Updating or developing compliance programs to address new legislative and regulatory measures, as well as adapting its information systems in response to or anticipation of such measures could generate in the future additional costs for the Sfil Group. Despite its efforts, Sfil may not be able to fully comply with all applicable laws and regulations, which could result in financial or administrative sanctions.

Additionally, delays in the publication of regulatory standards could lead to postponements in their implementation within Sfil's systems.

2. Credit and counterparty risks

Credit risk represents the potential loss that Sfil may incur by reason of the deterioration of its counterparties' solvency. A default by any of its counterparties or clients could have a negative effect on its financial situation. A solvency default by a counterparty or client could cause other institutions to default and generate liquidity problems. The stability of such institutions depends greatly on the trends in the market, notably through credit and other financial flows linking these institutions together. This risk can significantly and adversely affect the financial intermediaries, banks and depositories with which Sfil operates daily which may therefore adversely affect its income, returns and solvency. Sfil faces credit risk on its loans and bonds portfolio, including its treasury portfolio.

Counterparty risk is the credit risk associated with financial market transactions mainly concluded with banking institutions.

Credit and counterparty risk is further detailed below by main type of portfolio.

Credit and counterparty risk may be exacerbated by the risk of individual, geographic or sectoral concentration which is further detailed in paragraph 2.5.

2.1 Risk of default of the French State

As a French public development bank, whose ownership is fully public, the objective of the Sfil Group is to carry out French public policy missions entrusted by the French public authorities.

A default (or a significant deterioration in the French State's ability to meet its commitments) could have a material adverse effect on the activities, financial position, results, liquidity, and business outlook of the Sfil Group. Thus, even though a default of the French State is very unlikely, if it were to occur, the impact on the Sfil Group would be very significant.

2.2 Risk of default of the local public sector exposures

In the local public sector, Sfil's portfolio is principally made up of exposures on public borrowers. Sfil grants loans to French public sector entities or entities they guarantee as defined by French and European law. The ability of public sector borrowers, including local authorities and municipalities, to meet their payment obligations may be affected by their levels of indebtedness, social spending obligations, interest rates and tax revenue collections, transfers of subsidies from the central governments, each of which could be significantly and adversely affected by a deterioration of general economic conditions. Deteriorating economic conditions could therefore have a material adverse effect on the credit quality of the assets of Sfil.

The quality of the Sfil Group's asset portfolio, both for local public sector exposures and export credit exposures, is illustrated by the risk weighting assigned to its assets for the calculation of the solvency ratio. The amount of risk‑weighted exposures (RWA) stands at €2.7 billion for credit risk as of 31 December 2025.

2.3 Risk of default of export credit exposures

As for the financing of export credits, these loans benefit from a 100% guarantee provided by the French State through Bpifrance Assurance Export (or through other European export credit agencies or multilateral lenders). These loans are thus considered as exposures to the French State (or respectively other European States).

In case an export credit borrower defaults, deteriorating economic conditions of the State could therefore have a significant adverse effect on the recovery of these assets. The State's ability to meet its payment obligations may be affected by its levels of indebtedness, social spending obligations, interest rates and tax revenue collections, each of which could be significantly and adversely affected by a deterioration in general economic conditions.

The quality of the Sfil Group's asset portfolio, both for local public sector exposures and export credit exposures, is illustrated by the risk weighting assigned to its assets for the calculation of the solvency ratio. The amount of risk‑weighted exposures (RWA) stands at €2.7 billion for credit risk as of 31 December 2025.

2.4 Risk of default of bank counterparties

Sfil enters into derivative transactions with banking counterparties within the framework of foreign exchange and interest rate risk management. These derivatives are governed by master agreements providing for the bilateral exchange of guarantees (collateral). Although the implementation of these derivatives and guarantee agreements with counterparties is intended to mitigate risk, Sfil nevertheless remains exposed to the risk of default by its counterparties on derivatives.

As an illustration, exposure to credit risk for financial institutions, which is measured using the "Exposure at Default" (EAD) metric, amounted to €3.9 billion (5% of total EAD amount) as of 31 December 2025, of which a minority portion of this amount corresponds to derivatives.

While having collateral agreements and hedging derivatives with a large number of counterparties is designed to mitigate risk, Sfil is nonetheless exposed to the risk of default of its derivative counterparties. This could adversely affect cash flows, results of operations and financial condition of Sfil.

The assets of Sfil are invested in various types of debt instruments, including cash investment securities issued by banks. Most of these assets are classified in a Hold to Collect portfolio and Sfil is therefore not subject to the evolution of the price of these assets. Sfil is however exposed to the evolutions of the value of the balance of its portfolio in case of decrease in the prices of these financial assets and is also exposed to counterparty risksin relation to these financial assets. In such cases, it may adversely affect cash flows, results of operations and financial condition of Sfil.

2.5 Risk of concentration

The vast majority of assets (over 90%) are concentrated in France, either through direct exposure or through the benefit of the guarantee granted on loans financing large export contracts. Unfavourable changes in financial, economic and fiscal conditions in France could have consequences for the financing export credit loans guaranteed by the French State and for the French public sector borrowers. Nevertheless, the local public sector has very low sensitivity to variations in the economic environment.

The assets representing lending to borrowers in other countries than France are managed in a run-off mode with the exception of certain bonds purchased for cash investment purposes.

Breakdown of outstanding public sector loans and securities:

The Sfil Group's outstanding loans and securities amounted to €67.8 billion as of 31 December 2025, of which €50.9 billion to local public sector. In this portfolio, new production is exclusively originated in the French local public sector or is guaranteed in its entirety by the latter. The French local public sector loan portfolio mainly consists of exposures to municipalities and their groups.

Breakdown of export credits outstandings:

Loan outstandings granted under the export credit activity amounted to €11 billion at the end of 2025. The sectors of intervention and the geographical distribution of loans granted by Sfil as part of its export credit financing business are detailed below:

3. Balance sheet and market risks

Balance sheet and market risks are divided into several types of risks.

3.1 Risk of the evolution of the funding spread risk

For Sfil, the funding spread risk could be materialized by realizing a loss generated by an unfavorable change in its financing costs.

Sfil's shareholding structure is fully public (99.99% owned by Caisse des Dépôts et Consignations and 1 share owned by the French State). Its shareholders will ensure that Sfil's financial solidity is preserved and its economic base protected and will continue to provide it with the necessary support, in accordance with the applicable regulations. CDC confirmed its commitment in a letter of support, completed by a letter of support from the State, in the context of Sfil's continuing status as a State-owned development bank.

The credit rating of Sfil is closely linked to that of the French State. Sfil's long term senior debt has been assigned ratings of Aa3 with a negative outlook by Moody's, A+ with a stable outlook by S&P and AA with a stable outlook by DBRS. In the event of a long-standing increase in funding spreads, for example due to a downgrade in the French government's rating, funding costs of Sfil could be impacted and it could adversely affect its ability to issue new securities at a reasonable cost. In such a case, this could have an impact on Sfil's cash flows or financial position.

The impact of spread variations on Sfil's results is limited by the particularly long maturities of the Group's issuances. In 2025, the Sfil Group issued a total volume of €8.6 billion with an average maturity of 8.2 years. The Sfil Group carried out seven public issues via its two issuers, Sfil and Caffil. In addition to its 2025 program, the Sfil Group also took advantage of the good market conditions between November and December to issue €665 million of pre‑financing under the 2026 issuance plan with an average maturity of 13.1 years, via matching existing issues and private placements. The Sfil Group has thus issued €9.2 billion over the long term with an average maturity of 8.5 years in 2025.

3.2 Risk of a liquidity shortfall that may affect the Issuer's ability to settle its debt commitments in a timely fashion

At the level of the Sfil Group, liquidity risk can be exacerbated by the refinancing risk of not being able to honour its financial commitments in all circumstances. For Sfil, this means not being able to meet the repayment of its debts on time or the financing of margin calls on derivative instruments (cash collateral)

Prolonged market disruptions, uncertainty or volatility may limit the Sfil Group's ability to access financing, in particular its ability to issue long-term securities on international capital markets. These market conditions may limit Sfil's ability to replace its maturing liabilities in a timely manner. Sfil may also be forced to delay the use of long‑term financing, rely on shorter-term financing than it would like, or pay higher interest rates (see paragraph 3.2).

Nevertheless, Sfil has access to the Central Bank, with the particular advantage of holding an extremely high amount of eligible assets. As a result, any liquidity shortfall could only arise from an operational issue, which could be resolved swiftly. As an illustration, the assets that can be mobilised to meet a liquidity need amounted to €47.1 billion as of 31 December 2025.

In addition, as of December 2025, the short-term liquidity ratio (LCR) stood at 313% on a consolidated basis.

3.3 Risk of losses due to changes in interest rate risk or changes in other market parameters

As Sfil has no trading activity, interest rate risk is limited to "banking book" activities (IRRBB – Interest Rate Risk of the Banking Book). According to the Basel Committee, it refers to the current or future risk to which the bank's equity and profits are exposed due to unfavourable movements in interest rates that affect the positions of the banking book.

Among the various interest rate risks, the Group is exposed to three types of risk, namely fixed interest rate risk, floating rate risk (basis and fixing) and risk related to option clauses.

Sfil's interest rate risk arises from the mismatch in volume and maturity between assets and liabilities with a fixed rate (or for which a floating rate has been set). It may or may not result from parallel or non-parallel movements in the interest rate curve. Sfil's basis risk arises from the mismatch that may exist in the matching of floating-rate assets and liabilities indexed to indices of the same currency, but at different intervals. Fixing risk reflects, for each index, the gap between the fixing dates applied to all balance sheet and off-balance sheet items with floating rates on that index. Finally, Sfil's option risk arises mainly from the existence of floors on commercial loans. There is also a risk of early repayment on Sfil's loans; however, this is extremely low for loans to the local public sector, because early repayment indemnity clauses are present on almost all loan contracts and limit the interest for the customer to make early repayments.

The Sfil Group is exposed to interest rate risk resulting from new commercial loans and financing operations at fixed rates (fixed rate risk) or at variable rates (basis and option risk). Unexpected changes in assets or in the interest rate curve may affect the Sfil Group business, financial condition, cash flows and results of operations.

The main risks identified and associated with the current interest rate environment, characterised by rate increases and high volatility, are the following ones:

• greater uncertainty about the volume of new production: changes in financing conditions and higher credit costs, as well as uncertainties about the macroeconomic environment, could lead some customers to reduce or postpone their investments. In addition, the decorrelation between the legal usury rate and the levels of rates observed on the markets could have an impact if rates continue to rise; and
• increased interest rate volatility could lead to a greater variation in the interest margin for the portion of production that is managed by macro-hedging.

Such risks could consequently impact the accounting result or the shareholder's equity.

Market risk is defined as the potential risk of loss (through the income statement or directly through equity) resulting from fluctuations in the prices of financial instruments that make up a particular portfolio.

As a public development bank, the Sfil Group is not intended to carry out transactions for trading purposes and is therefore not subject to market risk in the regulatory sense of the term. At the consolidated level, all hedging instruments are treated for hedging purposes.

Nevertheless, certain transactions even though they do not carry market risk in the regulatory sense of the term, are still sensitive to the volatility of market parameters and pose a risk to the accounting income or equity. They de facto constitute a so-called non-regulatory market risk. It concerns mainly:

• risks arising from changes in the value of financial assets recognised at fair value through profit or loss or through equity;
• certain hedging derivatives according to IFRS, for which there may be a difference between the valuation of the hedged risk and the valuation of the hedging item (derivative), which are valued using different yield curves;
• changes in accounting valuation adjustments on derivatives, such as Credit Valuation Adjustment (CVA) and Debit Valuation Adjustment (DVA), recognised in net income in accordance with IFRS;
• the provision for investment securities in accordance with the French accounting standards; and
• risks that may materialise at the level of Sfil's individual financial statements, in connection with its derivatives intermediation activity carried out on behalf of Caffil, if the derivatives that Sfil enters into with external counterparties are not perfectly mirrored with Caffil.

Based on a constant balance sheet (renewal of operations on the basis of the outstanding amount at the closing date) on 31 December 2025, the sensitivity of the net interest rate margin over twelve (12) months is:

• for a parallel increase in rates of 200 basis points: an increase of €7 million; and
• for a parallel decrease in rates of 200 basis points: a decrease of €10 million.

4. Operational and non-compliance risks

4.1 Cyber risk

Cyber risk is a risk of intentionally or unintentionally exploiting one or more information system vulnerabilities, resulting in a loss of confidentiality, integrity or availability of data.

In 2025, the cyber threat landscape remains critical, characterised by an increasing overlap between state actors and cybercriminals. This collaboration is evident through the sharing of tools, the misuse of legitimate services, and a heightened specialisation in "supply chain" attacks. Cybercrime continues to be largely dominated by extortion activities, such as ransomware and data exfiltration followed by blackmail. At the same time, espionage operations – often attributed to actors believed to be Russian or Chinese – remain active, while destabilisation campaigns are intensifying, notably through distributed denial-of-service (DDoS) attacks, sabotage, and assaults targeting critical industrial infrastructure.

The vulnerabilities in systems and edge devices, which are crucial for perimeter security, continue to serve as prime entry points for cyberattacks. This trend is further aggravated by the growing volume of discovered vulnerabilities and the increasing speed at which they are exploited.

According to ANSSI, the number of recorded incidents slightly decreased in 2025 (-18%), a decline that could be attributed to the exceptional surge in reports observed in 2024, the year of the Olympic Games. However, incidents involving data exfiltration for blackmail purposes saw a significant rise, increasing from 130 cases in 2024 to 196 in 2025.

Moreover, in a tense geopolitical context, the agency has seen new destabilisation operations aimed mainly at promoting political discourse, hindering access to online content or damaging the image of an organisation. While distributed denial-of-service (DDoS) attacks by pro-Russian cyber activists, with often limited impacts, have been the most common, prepositioning activities targeting several critical infrastructures located in Europe, North America and Asia were also detected. The latter, more discreet, may nevertheless aim to conduct larger operations led by state actors waiting for the right time to act.

The consequences of this risk are mainly operational. Given the scenario, the cyber risk could increase the impacts of different risks (business continuity, reputation damage, delay in payments, etc.). This risk is further enhanced in 2026 by the international context. For instance, Sfil may face a cyber-attack that if it succeeds could lead to a shutdown of all or part of the ICT systems and could result in delays for payments, or damage Sfil's reputation in case of a data leak.

4.2 Non-compliance risk

Non‑compliance risk corresponds to the risk of legal, administrative or disciplinary sanction, significant financial loss or damage to reputation resulting from failure to respect the provisions directly applicable to banking and financial activities, irrespective of whether they are legislative or regulatory, national or European and irrespective of whether it concerns professional and ethical standards or instructions from effective managers taken pursuant to guidelines from the supervisory body.

Sfil strives to comply with all laws, regulations, professional standards or recommendations that apply to it. However, as compliance requirements become more stringent, Sfil is exposed to the risk of non-compliance, i.e. the inability to comply with them in full and may also be exposed to the following risks:

• ethical, deontological and corruption risk: the risk of a failure to comply with professional conduct when dealing with clients and the reputational risk linked to this failure to comply. In particular, this could be linked to a failure to comply with the laws governing EU public sector lending or a failure by Caffil to comply with the legislation applicable in France to covered bonds (obligations foncières) or a failure to comply with export credit regulations;
• financial security risk (including ALM-CFT);
• risk relating to personal data protection; and
• risk relating to the protection of customer interests.

In addition to the damage to its reputation, non-compliance would expose Sfil to various types of litigation, sanctions, fines or costs relating to failure to comply with above mentioned provisions, that may adversely affect Sfil's business, financial condition, cash flows and results of operations. This risk is further enhanced by the increased level of supervision of financial institutions by the relevant authorities.

4.3 Other operational risks

Sfil defines operational risk as the risk of loss due to inappropriate, or failure of, procedures, individuals or systems, or loss resulting from external events. As of 31 December 2025, Risks Weighted Assets (RWA) affected to operational risk (reported in the Pillar III report embedded in the annual report and calculated on standard approach) amounted to €322 million (10% of total RWA).

The main operational risks can be divided into the following categories:

• human resources and skills risk: the risk of skills management is a risk identified as high since the creation of Sfil due to several factors:
  • an activity requiring expertise in certain fields linked to the specificity of Sfil (local public sector, balance sheet management, covered bonds, etc.) associated with the limited number of key skills in certain teams due to their reduced size; and
  • complex recruitments accentuated in certain areas by a tension on certain skills (in particular on internal models, on balance sheet management or on financial security).

The consequences of this risk are mainly operational in nature through errors, malfunctions and delays in the performance of activities. This risk is regularly monitored via controls and indicators (such as the turnover rate or the percentage of people with experience of more than one year in certain teams);

• risks relating to information systems which include risks relating to the planning of systems development, risk of design, development, maintenance and security of applications, and risks related to the use of applications and softwares;
• risks relating to the conduct of operations (in particular, risks relating to the EU public sector lending market): information reliability, compliance with procedures, reliability of deliverables, human errors and inadequate monitoring of activities;
• risks relating to compensation delays in relation to insurance policies, including insurance on export credit;
• security risks: this risk relates to the continuity and resumption of activities (including the establishment of a business continuity plan), goods and individuals;
• commercial and partnership risks: risks regarding the default of a partner, the sharing of responsibilities, commissioning, products distribution, knowledge of clients' needs and ethics; and
• model risk: risk relating to decisions based on internal model results due to errors in their development implementation or use.

The occurrence of any such above mentioned operational risks may significantly affect negatively Sfil's business, profits and financial situation.

4.4 Legal and tax risks

Sfil could be exposed to legal and tax risk which can be defined as the risk of any dispute with a counterparty resulting from any inaccuracy, lack or insufficiency that may be attributed to the Issuer in the exercise of its activities. Tax risk corresponds to the possible non-compliance with the applicable tax regulations.

Although the Sfil Group has no appetite for legal and tax risks, this does not mean that it is fully protected against these risks, especially since it is subject to significant and evolving regulations, in particular the introduction of new rules to improve the transparency, efficiency and integrity of financial markets and the strengthening of tax transparency requirements. In the event of non-compliance with applicable laws and regulations, Sfil could be exposed to fines and administrative sanctions and could suffer losses as a result of private litigation.

Regarding the legal risk, as of 31 December 2025, to the best of the Issuer's knowledge, there were no litigation or disputes considered significant between the Sfil Group and its borrowers, nor any governmental, legal or arbitration proceedings against the Sfil Group that could have a significant impact on the financial position of the Sfil Group.

Regarding the tax case relating to the taxation in Ireland of the results of the former branch of Dexia Municipal Agency (former company name of Caffil) in Dublin, which closed in 2013, on 10 July 2025, the French tax authorities announced their decision to close the mutual agreement procedure under the Franco-Irish treaty. As a result of the settlement agreement between Caffil and Dexia SA, income of €5 million was recognised in the 2025 financial statements. In the absence of new cases or litigation with the administration, the tax risk is currently considered not significant.

5. Environmental, Social and Governance (ESG) risks

In view of its public mission and strategic orientations, failure to take ESG issues into account in its financing and refinancing activities would create an image and reputation risk if Sfil failed to meet its sustainability commitments. Similarly, given Sfil's strategic positioning and changes in the expectations of society, customers and financial markets on sustainability issues, the failure to take ESG issues into account in the conduct of its missions could lead to major impacts. Climate and environmental risk, given its materiality and the expectations of regulators and stakeholders, and because it is likely to have a direct or indirect impact on all existing risk categories is subject to a more detailed treatment.

The concept of environmental and climate risks covers two risk categories:

• physical risk is the risk due to the physical effects of climate change (in particular, more frequent extreme weather events and gradual changes in climate) and environmental degradation (pollution, loss of biodiversity, water stress). It may be "acute", if it is due to extreme weather events (such as cyclones, storms, floods, drought), or "chronic", if it is due to gradual and longer-term changes (such as sea-level rises, increasing temperatures, water stress, biodiversity loss); and
• transition risk is the risk associated with the transition to a low carbon and environmentally sustainable economic model. This could be triggered by the adoption of compulsory climate and environmental policies, technological progress or changes in market preferences.

This risk may have a short-, medium- and long-term impact on how Sfil conducts its lending and refinancing activities. They can result in direct and indirect impacts on credit risk, operational risk (in particular business continuity risk), market and ALM risk (especially liquidity risk) as well as reputation risk.

Sfil conducted a climate-related risk mapping which resulted in the identification of transition and physical risk factors and the analysis of the materiality of their impacts in reference to the other traditional categories of risk. Two time horizons have been considered: the strategic plan time horizon (short and medium-terms (less than five (5) years)) and long-term (beyond five (5) years until 2050)). Climate and environmental risks may deteriorate the credit risk profile of local public sector and export credit counterparties exposed to more severe and more frequent extreme weather events (flood, storms, etc) and to higher investment needs to adjust to a more sustainable economic model. They may also affect Sfil's business continuity. They can also have a significant impact on Sfil's extra-financial rating and more globally on Sfil's reputation risk related to the financing of potential environmentally controversial activities as well as regulatory risk. This increased reputational risk would result in higher cost of funding or a deterioration of Sfil's issuance capacity, in a context of a fast-changing regulatory framework. Lastly, they can ultimately have an impact on Sfil's strategy and business model.