OPHELIA MASTER SME FCT: 19 July 2024

Ophelia Master SME FCT is a French fonds commun de titrisation, where the purpose of the Issuer is to issue debt securities and to purchase SME Loans from, notably, each of (i) any Banque Populaire and (ii) any Caisse d’Epargne on a regular basis.

On the Issuer Establishment Date and on each Purchase Date thereafter, the Issuer will purchase from the Sellers a portfolio of eligible SME Loans arising from SME Loan Agreements and granted to small and medium companies incorporated in France.

The Issuer will issue on the Initial Issue Date and may from time to time on any Issue Date issue Class A asset-backed fixed or floating rate Notes and Class B asset-backed fixed rate Notes. The Class A Notes will only be offered and sold in France to (i) qualified investors and/or (ii) a restricted circle of investors provided that such investors are acting for their own account. The Class B Notes will not be listed and will only be subscribed by the Class B Notes Subscribers.