Bond Société Foncière de Financement 0% ( FR0011042480 ) in USD

Société Foncière de Financement

100 % ⇌

France

FR0011042480 ( in USD )

10/05/2041

Prospectus brochure of the bond Compagnie De Financement Foncier FR0011042480 en USD 0%, maturity 10/05/2041

100 000 USD

50 000 000 USD

Compagnie de Financement Foncier (CFF) is a French mortgage lender specializing in real estate financing for both individuals and professionals.

The Bond issued by Société Foncière de Financement ( France ) , in USD, with the ISIN code FR0011042480, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/05/2041

COMPAGNIE DE FINANCEMENT FONCIER
Euro 125,000,000,000
Euro Medium Term Note Programme
for the issue of Obligations Foncières due from one month from the date of original issue
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Compagnie de Financement Foncier (the "Issuer"
or "Compagnie de Financement Foncier"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières
(the "Obligations Foncières" or the "Notes"), benefiting from the statutory privilège created by Article L.513-11 of the French Code monétaire et financier, as more fully
described herein. The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 125,000,000,000 (or the equivalent in other currencies).
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").
This Base Prospectus has been approved by the French Autorité des marchés financiers (the "AMF") in France, in its capacity as competent authority pursuant to the Prospectus
Regulation and, at the same time for the notification of a certificate of approval released to the Commission de surveillance du secteur financier in Luxembourg for Notes issued under
the Programme to be admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange, both of approval and notification being made 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 to Euronext Paris for Notes issued under the Programme for the period of 12 months after the date of the approval granted by the AMF on this 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 the
Markets in Financial Instruments Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, as amended, appearing on the list of regulated markets issued
by the European Commission (a "Regulated Market"). Notes which are not admitted to trading on a Regulated Market, or which are not offered to the public pursuant to a non-
exempt offer, in a Member State of the EEA may be issued under the Programme and may also be admitted to trading on an alternative stock exchange or may not be admitted to
trading at all. The relevant final terms (the "Final Terms") 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 or jurisdiction.
Each time the Notes will be admitted to trading on Euronext Paris, the Notes will also be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
This Base Prospectus shall be valid for the admission to trading of Notes on a Regulated Market and/or the offering of Notes to the public pursuant to a non-exempt offer in
accordance with the Prospectus Regulation until 18 June 2025, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following
the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the information included (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.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 et seq. and R.211-1 of the French Code monétaire et financier. No physical documents
of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised 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 "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 dematerialised
form (au nominatif) and, in such latter case, at the option of the relevant holder, in either fully registered dematerialised form (nominatif pur), in which case they will be inscribed
with a registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered dematerialised form (nominatif administré) in which case they will
be inscribed in the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination") designated by the
relevant holder of Notes.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached
(a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary Global Certificate will subsequently be exchanged for definitive
Materialised Notes in bearer form (the "Definitive Materialised Notes") on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to
postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non-US beneficial ownership with, where
applicable, coupons for interest attached.
The Programme has been rated Aaa by Moody's France SAS ("Moody's"), AAA by S&P Global Ratings Europe Limited ("S&P") and AAA by Scope Ratings AG ("Scope").
It is expected that the Notes issued under the Programme will be rated AAA by S&P, Aaa by Moody's and AAA by Scope. Each of S&P, Moody's and Scope is established in
the European Union, registered under Regulation (EC) No.1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and included in the list of registered credit
rating agencies published on the website of the European Securities and Markets Authority (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation). The relevant
Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. A
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The final terms of the Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Since the entry into force on 8 July 2022 of the relevant French law provisions, including Ordinance n° 2021-858 dated 30 June 2021 transposing the Directive (EU) 2019/2162 of the
European Parliament and of the Council dated 27 November 2019 on the issue of covered bonds and covered bond public supervision amending Directives 2009/65/EC and 2014/59/EU
(the "Covered Bonds Directive"), the Notes to be issued under the Programme are intended to be eligible for being included on the list of obligations foncières that are entitled to use
the "European Covered Bond (Premium)" label to be published by the Autorité de contrôle prudentiel et de resolution (the "ACPR"), subject to verification by the Specific Controller
that the conditions are satisfied and prior approval and supervision of the ACPR. On 8 July 2022, the Issuer has obtained such label. However, no representation is made or assurance
given that any Notes to be issued under the Programme will actually be and remain allowed to use the "European Covered Bond (Premium)" label until their maturity.
Arranger
DEUTSCHE BANK
Dealers
BARCLAYS
BNP PARIBAS
BOFA SECURITIES
COMMERZBANK
CRÉDIT AGRICOLE CIB
CRÉDIT FONCIER DE FRANCE
HSBC
DEUTSCHE BANK
MORGAN STANLEY
J.P. MORGAN
NATWEST MARKETS
NATIXIS
NOMURA
SOCIÉTÉ GÉNÉRALE
UBS INVESTMENT BANK
CORPORATE & INVESTMENT BANKING
The date of this Base Prospectus is 18 June 2024

This Base Prospectus (together with any supplements thereto published from time to time (each a
"Supplement" and together the "Supplements")) constitutes a base prospectus for the purposes of Article 8 of
the Prospectus Regulation in respect of, and for the purpose of giving information with regard to the Issuer
and the Notes which is necessary information material to an investor for making an informed assessment of
the assets and liabilities, profits and losses, financial position, and prospects of the Issuer, the rights attaching
to the Notes, the reasons for the issuance and its impact on the Issuer and may only be used for the purposes
for which it has been published.
This Base Prospectus is to be read in conjunction with any Supplement that may be published from time to
time and with all documents which are incorporated herein by reference (see "Documents Incorporated by
Reference") and in relation to any Series (as defined herein) of Notes, should be read and construed together
with the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealers or the Arranger. Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of the Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that there has been no adverse change in the financial position of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The Issuer has undertaken with the Dealers to amend or supplement this Base Prospectus or publish a new
Base Prospectus following the occurrence of a significant new factor, a material mistake or a material
inaccuracy relating to the information included (or incorporated by reference) in this Base Prospectus which
may affect the assessment of an investment in the Notes.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus unless that information is incorporated by reference into the Base
Prospectus and has not been scrutinised or approved by the AMF.
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 condition, 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 any of the Dealers or any of their 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.
Potential purchasers and sellers of the Notes should be aware that payments of interest on the Notes, or
profits realised by a holder of Notes upon the disposal or repayment thereof, may be subject to taxation or
documentary charges or duties in its home jurisdiction or in other jurisdictions in which it is required to pay
taxes or where the Notes are transferred. In some jurisdictions, no official statements of the tax authorities
or court decisions may be available for innovative financial obligations such as Notes. Potential investors are
advised to ask for their own tax adviser's advice on their individual taxation with respect to the subscription,
acquisition, ownership, disposal and redemption of the Notes. Only these advisors are in a position to duly
consider the specific situation of the potential investor.
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IMPORTANT NOTICE RELATING TO GREEN NOTES, SOCIAL NOTES OR SUSTAINABILITY
NOTES
Prospective investors should have regard to the information set out in section entitled "Use of Proceeds" set
out in this Base Prospectus and the relevant Final Terms regarding the contemplated use of proceeds and
must determine for themselves the relevance of such information for the purpose of any investment in Green
Notes, Social Notes or Sustainability Notes (each as defined in the section "Use of Proceeds" of this Base
Prospectus), as the case may be, together with any other investigation such investor deems necessary.
Neither the Arranger nor the Dealers have undertaken, nor are responsible for, any assessment of the
eligibility criteria for selecting investments in Eligible Green Projects and/or Eligible Social Projects (as
defined in section entitled "Use of Proceeds" of this Base Prospectus and completed, as the case may be, in
the relevant Final Terms) or any eligible "green", "social", "sustainable" or equivalently labelled projects,
any verification of whether such Eligible Green Projects and/or Eligible Social Projects meet such eligibility
criteria, or the monitoring of the use of proceeds of any Notes, or the allocation of an amount equivalent to
the net proceeds by the Issuer to Eligible Green Projects and/or Eligible Social Projects. Investors should
refer to the relevant Final Terms, the Green Funding Framework, the Social Funding Framework (as defined
in section entitled "Use of Proceeds" of this Base Prospectus) and the second-party opinions delivered in
respect thereof and made available on the BPCE's website, if any, and any public reporting by or on behalf
of the Issuer in respect of the application of the proceeds of any Eligible Green Projects and/or Eligible Social
Projects for further information. Any such frameworks and/or second party opinions and/or public
reporting do not form part of, nor be incorporated by reference in, this Base Prospectus. No assurance or
representation is given by any of the Dealers or the Arranger as to the content, suitability or reliability for
any purpose whatsoever in respect of (i) any opinion or certification of any third party (whether or not
solicited by the Issuer) on the relevant frameworks, or on any "green", "social", "sustainability" or
equivalently labelled Notes, (ii) any further framework to be published on the Issuer's website on or before
the issue of any "green", "social", "sustainability" or equivalently labelled Notes, (iii) any public reporting
or (iv) any "green", "social", "sustainability" or equivalently labelled Notes. Any such opinion, certification
or reporting is not, nor should be deemed to be, a recommendation by the Dealers or the Arranger, to sell or
hold any such Notes.
In addition, payments of principal and interest (as the case may be) on "green", "social", "sustainability" or
equivalently labelled Notes shall not depend on the performance of the relevant Eligible Green Project(s)
and/or Eligible Social Project(s) nor on the achievement of any "green", "social", "sustainability" or
equivalently labelled objectives.
None of the Arranger or the Dealers will verify or monitor the proposed use of proceeds of the Notes issued
under the Programme.
CERTAIN SELLING RESTRICTIONS
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have
not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") or with any security regulation authority of any state or other jurisdiction of the United States and
include Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered or sold to U.S. persons (as defined in Regulation S under the Securities
Act ("Regulation S")) or, in the case of Materialised Notes in bearer form, delivered within the United States
or to United States persons (as defined under the U.S. Internal Revenue Code of 1986, as amended).
THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN
RELIANCE ON REGULATION S.
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For a description of certain restrictions on offers and sales of Notes and on distribution of this Base
Prospectus, see "Subscription and Sale".
IMPORTANT EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", 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 European Economic Area ("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 Directive 2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU, as amended, (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (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.
IMPORTANT UK RETAIL INVESTORS - If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to UK Retail Investors", 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA
(the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
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 MiFID II Product Governance rules under EU Delegated Directive 2017/593 (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.
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
3038403583
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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.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B(1)(c) of the Securities
and Futures Act 2001 of Singapore (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).
CANADA The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this Base Prospectus (including any
amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of
the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Unless
otherwise specified in the Final Terms, pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements
of NI 33-105 regarding underwriter conflicts of interest in connection with this offering. Also see
"Subscription and Sale" Canada.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information or representations contained in
this Base Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the sincerity, accuracy or completeness of any of the information
or representations in this Base Prospectus. Neither this Base Prospectus nor any other financial statements
nor any other information incorporated by reference are intended to provide the basis of any credit or other
evaluation and should not 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 information
incorporated by reference should purchase the Notes. Each potential purchaser of Notes should determine
for itself the relevance of the information contained in this Base Prospectus and its purchase of Notes should
be based upon such investigation as it deems necessary. None of the Dealers or the Arranger has reviewed or
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 Dealers or the Arranger.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" are to the currency which was introduced as of 1 January 1999 with the start of the third
stage of the European Economic and Monetary Union by which date the Euro became the legal currency in
eleven Member States of the European Union, references to "£", "pounds sterling", "GBP" and "Sterling" are
3038403583
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to the lawful currency of the United Kingdom, references to "$", "USD" and "US Dollars" are to the lawful
currency of the United States of America, references to "HKD", "Hong Kong Dollars" are to the lawful
currency of Hong Kong, "¥", "JPY" and "Yen" are to the lawful currency of Japan, references to "CHF" and
"Swiss Francs" are to the lawful currency of the Helvetic Confederation, references to "NOK" are to the
lawful currency of Norway and references to "CAD" and "Canadian Dollars" are to the lawful currency of
Canada.
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................ 7
RISK FACTORS ..................................................................................................................................................... 14
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE BASE PROSPECTUS ....... 29
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................................... 31
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 32
TERMS AND CONDITIONS OF THE NOTES .................................................................................................... 37
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES.................. 126
USE OF PROCEEDS ........................................................................................................................................... 127
SUMMARY OF THE LEGISLATION AND REGULATIONS RELATING TO SOCIÉTÉS DE CRÉDIT
FONCIER ............................................................................................................................................................. 128
DESCRIPTION OF COMPAGNIE DE FINANCEMENT FONCIER ................................................................ 132
RELATIONSHIP BETWEEN COMPAGNIE DE FINANCEMENT FONCIER AND CRÉDIT FONCIER DE
FRANCE .............................................................................................................................................................. 144
RECENT DEVELOPMENTS .............................................................................................................................. 148
SUBSCRIPTION AND SALE .............................................................................................................................. 151
FORM OF FINAL TERMS 1 ............................................................................................................................... 157
FORM OF FINAL TERMS 2 ............................................................................................................................... 182
GENERAL INFORMATION ............................................................................................................................... 233
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ...................... 237
3038403583
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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 Terms and Conditions of the Notes 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
the Commission Delegated Regulation (EU) No. 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 the Prospectus
Regulation or any implementing regulation thereof.
Words and expressions defined in the section entitled "Terms and Conditions of the Notes" below shall have the same
meanings in this general description.
Issuer:
Compagnie de Financement Foncier
Legal Entity Identifier ("LEI")
of the Issuer:
DKGVVH5FKILG8R13CO13
Website of the Issuer:
https://www.foncier.fr
Arranger:
Deutsche Bank Aktiengesellschaft
Permanent Dealers:
Barclays Bank Ireland PLC
BNP Paribas
BofA Securities Europe SA
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Crédit Foncier de France
Deutsche Bank Aktiengesellschaft
HSBC Continental Europe
J.P. Morgan SE
Morgan Stanley Europe SE
Natixis
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Société Générale
UBS Europe SE
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 in respect of the whole Programme. References in this Base
Prospectus to "Permanent Dealers" are to the persons referred to above as
Dealers and to such additional persons that are appointed as dealers in respect
of the whole Programme (and whose appointment has not been terminated)
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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 with all relevant laws, regulations and directives
applicable to the Issuer, may from time to time issue obligations foncières
(the "Obligations Foncières" or the "Notes") the principal and interest of
which benefit from the statutory priority right of payment (privilège) created
by Article L.513-11 of the French Code monétaire et financier
(the "Privilège") (for further description, see section entitled "Summary of the
legislation and regulations relating to sociétés de crédit foncier").
Programme limit:
Up to Euro 125,000,000,000 (or the equivalent in other currencies at the date
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:
Deutsche Bank AG, London Branch
Methods of issue:
The Notes will be issued on a syndicated or non-syndicated basis.
Series and Tranches:
The Notes will be issued in series (each a "Series") having one or more issue
dates and on terms otherwise identical, the Notes of each Series being intended
to be interchangeable or identical (other than in respect of the first payment of
interest, the issue date, the issue price and the nominal amount) with all other
Notes of that Series. Each Series may be issued in tranches (each a "Tranche")
on the same or different issue dates. The specific terms of each Tranche (which
will be supplemented, where necessary, with supplemental terms and
conditions and, save in respect of the issue date, issue price, first payment of
interest and nominal amount of the Tranche, will be identical to the terms of
other Tranches of the same Series) will be set out in the final terms of such
Tranche (the "Final Terms").
Maturities:
Subject to compliance with all relevant laws, regulations and directives, any
maturity from one month from the date of the original issue. An extended
maturity date may be specified for a Series of Notes (the "Extendible Notes").
Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. dollars, Hong Kong dollars, Japanese yen, Swiss
francs, Sterling, Canadian dollars, Norwegian krone and in any other currency
agreed between the Issuer and the relevant Dealers.
Specified Denomination(s):
The Notes will be issued in such denominations as may be specified in the
relevant Final Terms provided that such denomination shall be equal to such
minimum amount as may be allowed or required from time to time by the
relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency.
3038403583
8

Dematerialised Notes shall be issued in one Specified Denomination only.
Redenomination:
Notes issued in the currency of any Member State of the EU which will
participate in the single currency of the European Economic and Monetary
Union may be redenominated into Euro, all as more fully provided in
Condition 1. See "Terms and Conditions of the Notes - Form, Denomination,
Title and Redenomination" below.
Form of the Notes:
Notes may be issued in either dematerialised form ("Dematerialised Notes")
or materialised form ("Materialised Notes").
Dematerialised Notes may, at the option of the Issuer, be issued in bearer form
(au porteur) or in registered form (au nominatif) and, in such latter case, at
the option of the relevant holder, either in fully registered form (au nominatif
pur) or in administered registered form (au nominatif administré). No physical
documents of title will be issued in respect of Dematerialised Notes.
Materialised Notes are issued in bearer form (au porteur) ("Bearer
Materialised Notes") only. A Temporary Global Certificate will initially be
issued in respect of each Tranche of Bearer Materialised Notes. Materialised
Notes may only be issued outside France.
Status of the Notes:
The Notes and where applicable, any Coupons relating to them constitute
direct, unconditional and, pursuant to the provisions of Condition 4
(Privilège), privileged obligations of the Issuer and rank and will rank pari
passu and without any preference among themselves and equally and rateably
with all other present or future notes and other resources raised by the Issuer
benefiting from the Privilège created by Article L.513-11 of the French Code
monétaire et financier.
Privilège:
The Notes benefit from the Privilège (priority right of payment) created by
Article L.513-11 of the French Code monétaire et financier.
Negative Pledge:
None.
Events of Default (including
cross default):
None.
Redemption:
The Notes shall be redeemed on their stated maturity or prior to maturity at
the option of the Issuer or of the Noteholders. The Final Terms will specify
the basis for calculating the redemption amounts payable.
Optional Redemption:
The Final Terms issued in respect of each issue of Notes will state whether
such Notes may be redeemed prior to their stated maturity at the option of the
Issuer and or the Noteholders (in each case, either in whole or in part) and if
so the terms applicable to such redemption.
No Redemption for Taxation
Reasons:
The Notes will not be redeemed early for taxation reasons.
Taxation (withholding tax):
All payments of principal, interest and other assimilated revenues by or on
behalf of the Issuer in respect of the Notes or Coupons shall be made free and
clear of, and without withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within France or any authority therein or
3038403583
9

Document Outline

#7">TABLE OF CONTENTS
#8">GENERAL DESCRIPTION OF THE PROGRAMME
#15">RISK FACTORS
#15">1 RISKS RELATED TO ALL SERIES OF NOTES
#20">2 RISKS RELATED TO THE STRUCTURE OF A PARTICULAR ISSUE OF NOTES
#29">3 RISKS RELATED TO THE MARKET OF THE NOTES
#30">CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE BASE PROSPECTUS
#32">SUPPLEMENT TO THE BASE PROSPECTUS
#33">DOCUMENTS INCORPORATED BY REFERENCE
#38">TERMS AND CONDITIONS OF THE NOTES
#38">1 Form, Denomination, Title and Redenomination
#41">2 Conversions and Exchanges of Notes
#41">3 Status
#41">4 Privilège
#42">5 Interest and other Calculations
- #62">(x) if Compounded Daily SOFR (Compounded Daily SOFRŽ) is specified in the relevant Final Terms as the manner in which the SOFR Benchmark will be determined, the SOFR Benchmark for each Interest Accrual Period shall be equal to the compounded average ...
  - #63">(i) SOFR Lag:
  - #63">(ii) SOFR Observation Shift:
  - #64">(iii) SOFR Payment Delay:
  - #65">(iv) SOFR Lockout:
- #66">(i) the Secured Overnight Financing Rate published at the SOFR Determination Time as such reference rate is reported on the Bloomberg Screen SOFRRATE Page; the Secured Overnight Financing Rate published at the SOFR Determination Time as such reference...
- #66">(ii) if the reference rate specified in (i) above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have not occurred, the SOFR reference rate shall be the reference rate published on the SOFR Admini...
- #66">(iii) if the reference rate specified in (i) above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have occurred, the provisions set forth in Condition 5(c)(iii)(B)(f)(aa) shall apply;
- #66">(y) if Compounded SOFR Index (Compounded SOFR IndexŽ) is specified as applicable in the relevant Final Terms, the SOFR Benchmark for each Interest Accrual Period shall be equal to the compounded average of daily SOFR reference rates for each day duri...
  - #67">(a) if the value specified above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have not occurred, the SOFR IndexŽ shall be calculated on any Interest Determination Date with respect to an Intere...
  - #67">(b) if the value specified above does not appear and a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have occurred, the provisions set forth in Condition 5(c)(iii)(C)(f)(aa) shall apply;
- #68">(z) U.S. Government Securities Business DayŽ means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entir...
  - #69">(i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or ind...
  - #69">(ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdic...
  - #69">(iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative or has been or will be prohibited from being used or that its use has ...
  - #70">(i) the sum of:
    - #70">(a) the alternate reference rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof); and
    - #70">(b) the Benchmark Replacement Adjustment;
  - #70">(ii) the sum of:
    - #70">(a) the ISDA Fallback Rate; and
    - #70">(b) the Benchmark Replacement Adjustment; or
  - #70">(iii) the sum of:
    - #70">(a) the alternate reference rate that has been selected by the Agent Bank as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) giving due consideration to any industry-accepted ref...
    - #70">(b) the Benchmark Replacement Adjustment;
  - #70">(i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Bench...
  - #70">(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
  - #70">(iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Agent Bank giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustme...
  - #71">(i) in the case of sub-paragraph (i) or (ii) of the definition of Benchmark Transition EventŽ, the later of:
  - #71">(x) the date of the public statement or publication of information referenced therein; and
  - #71">(y) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or
  - #71">(ii) in the case of sub-paragraph (iii) of the definition of Benchmark Transition EventŽ, the date of the public statement or publication of information referenced therein.
#106">6 Redemption, Purchase and Options
#115">7 Payments and Talons
#117">8 Taxation
#118">9 Prescription
#118">10 Meeting and Voting Provisions
#124">11 Replacement of Definitive Materialised Notes, Coupons and Talons
#124">12 Further Issues and Consolidation
#125">13 Notices
#126">14 Method of Publication of the Final Terms
#126">15 Governing Law and Jurisdiction
#127">TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES
#127">Temporary Global Certificates
#127">Exchange
#127">Delivery of Definitive Materialised Notes
#127">Exchange Date
#128">USE OF PROCEEDS
#129">SUMMARY OF THE LEGISLATION AND REGULATIONS RELATING TO SOCIÉTÉS DE CRÉDIT FONCIER
#133">DESCRIPTION of COMPAGNIE DE FINANCEMENT FONCIER
#137">The Specific Controller, CAILLIAU DEDOUIT et Associés, Mr Laurent BRUN
- #138">I - Valuation method applied to the assets underlying loans
  - #138">General asset valuation principles
  - #138">Derogation rule used by Compagnie de Financement Foncier
  - #138">Summary
- #139">II … Methods used for periodic review of residential assets for individuals and professionals
  - #139">A … Statistical method
  - #139">A1 … Crédit Foncier periodic statistical review method
    - #139">i) Principles
    - #140">ii) Revaluation cycle management
    - #140">iii) Sources
  - #140">A2 … BPCE statistical review method
    - #140">i) Principles
  - #140">B … Appraiser estimate revaluation method
- #141">III - Methods used for periodic review of real estate for professional use (non-residential)
  - #141">A … Appraiser estimate revaluation method
- #141">IV - Summary table of methods
#145">RELATIONSHIP BETWEEN COMPAGNIE DE FINANCEMENT FONCIER AND CRÉDIT FONCIER DE FRANCE
- #145">Information on group Crédit Foncier, to which Compagnie de Financement Foncier belongs
#149">RECENT DEVELOPMENTS
#152">SUBSCRIPTION AND SALE
#152">Selling Restrictions
- #152">European Economic Area
- #153">France
- #153">United States
- #154">United Kingdom
  - #154">(a) the expression retail investorŽ means a person who is one (or more) of the following:
  - #154">(b) the expression an offerŽ includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.
- #155">Belgium
- #155">Japan
- #157">General
#158">FORM OF FINAL TERMS 1
#161">Final Terms dated [€]
#176">1. LISTING
#176">2. TERMS AND CONDITIONS OF THE OFFER
#177">3. [SPECIFIC CONTROLLER
#177">4. RATINGS
#178">5. [NOTIFICATION
#178">6. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
#179">7. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND ESTIMATED TOTAL EXPENSES
#179">8. [Fixed Rate Notes only … YIELD
#179">9. [Floating Rate Notes only … PERFORMANCE OF RATES
#180">10. [Inflation Linked Notes only … PERFORMANCE OF INDEX and other information concerning the underlying
#180">11. DISTRIBUTION
#181">12. OPERATIONAL INFORMATION
#182">[ANNEX-ISSUE SPECIFIC SUMMARY]
#182">[insert the issue specific summary]
#183">FORM OF FINAL TERMS 2
#185">Final Terms dated [€]
#229">1. LISTING
#229">2. RATINGS
#230">3. [SPECIFIC CONTROLLER
#230">4. [NOTIFICATION
#230">5. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
#230">6. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
#231">7. [Fixed Rate Notes only … YIELD
#231">8. [Floating Rate Notes only … INFORMATION ON FLOATING RATE NOTES
#231">9. [Inflation Linked Notes only … PERFORMANCE OF INDEX and other information concerning the underlying
#231">10. DISTRIBUTION
#232">11. OPERATIONAL INFORMATION
#234">GENERAL INFORMATION
#234">1 AMF approval and admission to trading of the Notes issued under the Programme
#234">2 Consents, approvals and authorisations in connection with the Programme
#234">3 Rating of the Issuer
#234">4 Quarterly certification of the specific controller
#235">5 No significant changes in the financial position or financial performance of the Issuer
#235">6 No material adverse change
#235">7 Limitations under United States income tax laws
#235">8 Clearance and Trading of the Notes issued under the Programme
#235">9 No governmental, legal or arbitration proceedings involving the Issuer
#235">10 Issuers website
#235">11 Availability of documents
#236">12 Audited and unaudited financial information
#236">13 Compliance with the legal over-collateralisation ratio
#236">14 Auditors
#236">15 Yield (Fixed Rate Notes only)
#236">16 Third Party Information
#237">17 Stabilisation
#237">18 Benchmarks
#237">19 Legal Entity Identifier
#238">PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS
#238">Autorité des marchés financiers
#238">This Base Prospectus has been approved by the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129, as amended. The AMF has approved this Base Prospectus after having verified that the information it contains is complete, cohere...
#238">This approval is not a favourable opinion on the Issuer and on the quality of the Notes described in this Base Prospectus. Investors should make their own assessment of the opportunity to invest in such Notes.
#238">This Base Prospectus has been approved on 18 June 2024 and is valid until 18 June 2025 and shall, during this period and in accordance with the provisions of Article 23 of the Regulation (EU) 2017/1129, as amended, be completed by a supplement to the ...