Notice to the holders of the multi-currency euro-fungible bonds due 25 October 2008

NLG 2,000,000,000 5.125% Multi-Currency Euro-fungible Bonds due 25 October 2008

" CADES "

Registered Office : 4, bis Boulevard Diderot, 75012 Paris, France

Notice is hereby given to the holders of the NLG 2 billion 5.125% Multi-Currency Euro-fungible Bonds due 25 October 2008 that, subject to their approval of the resolutions set out in paragraph C below, CADES has decided to redenominate the Bonds in euro on 4 January 1999 and, upon such redenomination, to consolidate the Bonds with the FRF and/or DEM 5.125% Multi-Currency Euro-fungible issues, provided such issues have been redenomited in euro, in accordance with Condition 10 of the Terms and Conditions of the Bonds.

The Bonds shall be redenominated in accordance with Condition 5(b)(i) of the Terms and Conditions of the Bonds, in such manner as provided by articles 18-II and 18-III of French law n° 98-546 of 2 July 1998.

B. NOTICES OF GENERAL ASSEMBLIES OF BONDHOLDERS

Notice is hereby given that a General Assembly of the holders of the NLG2 billion 5.125% Multi-Currency Euro-fungible Bonds due 25 October 2008 convened by CADES will be held at Hotel Concorde Saint-Lazare 108 rue Saint-Lazare 75008 Paris on 10 December 1998 at 2:00 am (Paris time) to deliberate upon the Agenda set out paragraph C below.

C. AGENDA

The Agenda is as follows :

• Amendment of the Terms and Conditions of the Bonds to provide their redenomination in euro on or after 4 january 1999, but otherwise in accordance with Condition 5 of the Terms and Conditions of the Bonds (at present, the Terms and Conditions of the Bonds provide for their redenomination on any interest payment date (25 october) after 1^st January 1999).

• Designation of the place where the minutes and other documents concerning the General Assembly will be kept.

• (In order to facilitate the future consolidation of the three 5.125% Euro-fungible issues accordance with Condition 10) revocation of appointment of all the Representatives of te masse and election of two replacements so that the Representatives of the masse ot the three 5,125 % Euro-fungible issues due 2008 be identical ;

• Miscelleneous

The terms of the resolutions to be considered at General Assembly will be available for inspection and copying at the ragistred office of CADES and the specified offices of the Fiscal Agent and the relevant Paying Agents (listed at the bottom of this notice).

D. VOTING AND QUORUM

Attendance and exercise of voting rights at the General Assembly referred to abowe are subject to the following conditions, which shall apply to such General Assembly. Bondholder must obtain from the authorised financial intermediary Institution with whom such holder has deposted his Bonds a certificate indicating the number of Bonds it owns and stating that the Bonds are blocked up to, and including, the date of the General Assembly (certificat d'immobilisation). The Bonds will be subject to restrictions on transfers during such blocking period.

ANY HOLDER OF BONDS MAY ATTEND AND VOTE AT A GENERAL ASSEMBLY PROVIDED THAT IT HAS DEPOSITED SUC CERTIFICATE AT THE OFFICE OF THE FISCAL AGENT (LISTED AT THE BOTTOM OF THIS NOTICE) NOT LATER THAN 4:00PM (LONDON TIME) ON 9 DECEMBER 1998. CERTIFICATES WHICH HAVE BEEN FAXED MUST FOLLOW BY MAIL EACH BOND ENTITLES ITS HOLDER TO ONE VOTE.

Bondholders may vote in person or by proxy. Postal votes are not allowed. The Proxy shell specify the name and address of the Bondholder and be signed by such Bondholder, or in the case of the legal entity, by a duly authorised signatory. Proxy forms will be available for the Bondholders at the office ot the Fiscal Agent and the relevant paying Agents (listed at the bottom of this notice). Any person may be proxy except the following
(a) CADES, the members of its Conseil d'Administration, its employees and their ascendants, descendants and sponsors, and
(b) any person to whom the practice of banker is forbidden or who have been deprived of the right of directing, administrating or managing an enterprise in wathever capacity. Blank proxises will be used by the chairman of the General Assembly to approve the proposed resolutions.

PROXIES WILL BE RECEIVED BY THE FISCAL AGENT FOR THE PURPOSE OF BEING DEPOSITED WITH THE CHAIRMAN OF THE GENERAL ASSEMBLY OF BONDHOLDERS. PROXIES SHOULD BE RECEIVED BY THE FISCAL AGENT TOGETHER WITH EVIDENCE OF AUTHORITY TO SIGN IN THE CASE OF A LEGAL ENTITY NOT LATER THAN 4:00PM (LONDON TIME) ON 9 DECEMBRE 1998.

The quorum shall be one or more persons presents being or representing in the aggregats the holders of not less than a quarter of the Bonds then outstanding for each General Assembly. On second convocation, at an adjourned meeting, no quorum shall be required. Decisions at a General Assembly will be head on 22 December 1998. Unless otherwise specified in the proxy form, proxies are valid for both the initial and the adjourned General Assemblies.

The President of the CADES, on behalf of the Conseil d'Administration.

DETAILS OF THE FISCAL AGENT

Citibank, N.A.
11 old Jewry
Londres EC2R 8DU United Kingdom
Tel : 44 171 500 5765
Fax : 44 171 500 0253

DETAILS OF THE PAYING AGENTS

Common to all issues

Banque Générale du Luxembourg
50 avenue JF Kennedy
2951 Luxembourg
Tel : 352 4242 31 75
Fax : 352 4242 29 84