Bond Crédit Agricole CIB S.A. 8% ( XS0328013585 ) in EUR

Crédit Agricole CIB S.A.

100 % ⇌

France

XS0328013585 ( in EUR )

8% per year ( payment 1 time a year)

11/11/2027

Prospectus brochure of the bond Credit Agricole Corporate and Investment Bank S.A XS0328013585 en EUR 8%, maturity 11/11/2027

12/11/2025 ( In 184 days )

Crédit Agricole Corporate and Investment Bank (CACIB) is a global corporate and investment bank offering a wide range of financial products and services to corporations, institutions, and governments worldwide.

The Bond issued by Crédit Agricole CIB S.A. ( France ) , in EUR, with the ISIN code XS0328013585, pays a coupon of 8% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/11/2027

Base Prospectus dated 18 June 2012
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(a limited liability company incorporated in France as a société anonyme, governed by a Board of Directors,
registered at the Registre du Commerce et des Sociétés de Nanterre under the reference SIREN 304 187 701,
having its registered office at 9 quai du Président Paul Doumer, 92920 Paris La Défense Cedex, France)
and
CREDIT AGRICOLE CIB FINANCIAL PRODUCTS (GUERNSEY) LIMITED
(incorporated in Guernsey)
and
CREDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED
(incorporated in Guernsey)
and
CREDIT AGRICOLE CIB FINANCIAL SOLUTIONS
(incorporated in France)
50,000,000,000
Structured Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Under this 50,000,000,000 Structured Euro Medium Term Note Programme (the Programme), Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Financial Products (Guernsey)
Limited, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each an Issuer and together the Issuers) may from time to time issue notes including, without
limitation, credit linked notes, commodity linked notes, equity linked notes, fund-linked notes, index linked notes and other structured notes in accordance with and subject to all applicable laws and
regulations (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). This Base Prospectus replaces the base prospectus dated 22 July 2011
relating to the Programme and any supplements thereto.
The Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under
the Programme will not exceed 50,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The payments of all amounts due in
respect of Notes issued by Crédit Agricole CIB Financial Products (Guernsey) Limited (Crédit Agricole CIB FP), Crédit Agricole CIB Finance (Guernsey) Limited (Crédit Agricole CIB FG) and
Crédit Agricole CIB Financial Solutions (Crédit Agricole CIB FS) will be unconditionally and irrevocably guaranteed by Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) (in
such capacity, the Guarantor).
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Summary of the Programme" and any additional dealer appointed under the Programme from time to time
by any Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the
case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under Directive 2003/71/EC and the Luxembourg Act dated
10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the Prospectus Act) for approval of this Base Prospectus where it constitutes a base prospectus. The
CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article
7(7) of the Prospectus Act. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme and during the period of 12 months from the date of this Base
Prospectus to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to
each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in final terms (the Final Terms).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer and
the relevant Dealer. Application may also be made to have certain Notes issued under the Programme accepted for trading in the Private Offerings, Resales and Trading through Automated Linkages
System (PORTAL) of the Financial Industry Regulatory Authority. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market.
Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinances, 1959 to 1989 has been obtained in relation to the issue of the Notes by Crédit Agricole CIB FP and Crédit Agricole CIB
FG. This Base Prospectus is exempt from the requirements of the Prospectus Rules, 2008 issued by the Guernsey Financial Services Commission. Neither the Guernsey Financial Services
Commission nor the Policy Council of the States of Guernsey takes any responsibility for the financial soundness of the arrangement or for the correctness of any of the statements made or opinions
expressed herein with regard to Crédit Agricole CIB FP or Crédit Agricole CIB FG.
The Notes and the Guarantee (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons except to certain qualified institutional buyers in reliance on Rule 144A under the Securities Act, certain institutional accredited
investors in reliance on Section 4(2) of the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. Prospective purchasers are hereby
notified that sellers of the Notes and Guarantee may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Subscription and Sale".
Each of Crédit Agricole CIB FP, Crédit Agricole CIB FG and Crédit Agricole CIB FS have not registered, and will not register, as an "investment company" under the U.S. Investment Company Act
of 1940, as amended (the Investment Company Act). Accordingly, the Notes issued by Crédit Agricole CIB FP, Crédit Agricole CIB FG or Crédit Agricole CIB FS may only be offered, sold, resold,
delivered or transferred within the United States, or to, or for the account or benefit of, U.S. persons, in compliance with the provisions of Section 39c)(7) of the Investment Company Act.
Any Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be
admitted to trading on the Luxembourg Stock Exchange's regulated market) a Supplement to the Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
Prospective investors should be aware of the particular risks involved in investing in Notes (for a discussion of these risks see "Risk Factors"). In particular, prospective investors should be
aware that certain Notes may be redeemed at below par and should be prepared to sustain a partial or total loss of their initial investment in the Notes.
Any person (an Investor) intending to acquire or acquiring any securities from any person (an Offeror) should be aware that, in the context of an offer to the public, the Issuer may be responsible to
the Investor for the Base Prospectus, but only if the Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by
the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Base Prospectus in the context of the offer to the public, and,
if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant Series of
Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) will be disclosed in the
Final Terms.

Arranger
Crédit Agricole CIB
Dealers
Crédit Agricole CIB
Crédit Agricole Securities Asia B.V., Tokyo Branch
Crédit Agricole Securities (USA) Inc.
Crédit Lyonnais
This base prospectus comprises four base prospectuses for the purposes of Article 5.4 of Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the Prospectus Directive)
as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending
Directive) to the extent that such amendments have been implemented in a relevant Member State of the
European Economic Area): (i) the base prospectus for Crédit Agricole CIB in respect of non-equity
securities within the meaning of article 22.6(4) of Regulation (EC) No. 809/2004 of 29 April 2004 (Non-
Equity Securities), (ii) the base prospectus for Crédit Agricole CIB FP in respect of Non-Equity Securities,
(iii) the base prospectus for Crédit Agricole CIB FG in respect of Non-Equity Securities and (iv) the base
prospectus for Crédit Agricole CIB FS in respect of Non-Equity Securities (together the Base Prospectus).
The Issuers and the Guarantor (the Responsible Persons) accept responsibility for the information contained
in this Base Prospectus. To the best of the knowledge of the Issuers and the Guarantor (each having taken all
reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in
accordance with the facts and does not omit anything likely to affect its import.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES FROM AN OFFEROR
WILL DO SO, AND OFFERS AND SALES OF THE NOTES TO AN INVESTOR BY AN OFFEROR
WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN
PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE,
ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUER WILL NOT BE A
PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALERS)
IN CONNECTION WITH THE OFFER OR SALE OF THE NOTES AND, ACCORDINGLY, THIS
BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION.
THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION. THE ISSUER HAS NO RESPONSIBILITY TO AN
INVESTOR IN RESPECT OF SUCH INFORMATION.
Copies of Final Terms, if appropriate, will be available from the registered offices of Crédit Agricole CIB
and the specified office set out below of the Paying Agent (as defined below).
This Base Prospectus is to be read in conjunction with any supplement hereto and all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part
of this Base Prospectus. This Base Prospectus may only be used for the purposes for which it has been
published.
No Dealer has independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any
Dealer as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme. No Dealer
accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuers or the Guarantor in connection with the
Programme.
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No person is or has been authorised by the Issuers or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information supplied
in connection with the Programme or the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuers, the Guarantor or any Dealer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuers, the Guarantor or any Dealer that any recipient of this Base Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuers and the Guarantor
and of the terms of such Notes (see "Special Considerations" below).
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or any
Dealer to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and the Guarantor is
correct at any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuers and
the Guarantor during the life of the Programme or to advise any investor in the Notes of any information
coming to their attention.
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular unless
specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuers,
the Guarantor or any Dealer which is intended to permit a public offering of any Notes or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European
Economic Area (including the United Kingdom, France, Italy, Portugal and Spain), Australia, the Kingdom
of Bahrain (Bahrain), the Hong Kong Special Administrative Region of the People's Republic of China
(Hong Kong), Israel, Japan, Mexico, the Philippines, the People's Republic of China (PRC), the Russian
Federation, the Kingdom of Saudi Arabia (Saudi Arabia), Singapore, the Republic of South Africa (South
Africa), the Republic of Korea (South Korea), Switzerland, the Republic of China (Taiwan), the Republic
of Turkey (Turkey) and the United Arab Emirates (see "Subscription and Sale").
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
0034778-0000778 PA:8728840.17
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Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus
as completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in
which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been
completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State, such offer is made in the period beginning and ending
on the dates specified for such purpose in such prospectus or final terms, as applicable and the Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above
may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer
of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement
a prospectus for such offer.
All references in this document to "euro" and "" refer to the 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 (consolidated version: Official Journal C 83/47 of 30.3.2010), references to "U.S.
dollars", "U.S.$", "USD" and "$" refer to the currency of the United States of America, references to
"Sterling", "GBP" and "£" refer to the currency of the United Kingdom, references to "Swedish Kronor" and
"SEK" refer to the currency of Sweden, references to "Norwegian Kroner" and "NOK" refer to the currency
of Norway, references to "Japanese Yen", "JPY" and "¥" refer to the currency of Japan, references to "Hong
Kong dollars" and "HK$" refer to the lawful currency for the time being of Hong Kong and references to
"RMB", "CNY" or "Renminbi" refer to the lawful currency of the People's Republic of China, which for the
purpose of this document, excludes the Hong Kong Special Administrative Region of the People's Republic
of China, the Macau Special Administrative Region of the People's Republic of China and Taiwan (the
PRC).
U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited number of
QIBs and IAIs (each as defined under "Form of the Notes") for informational use solely in connection with
the consideration of the purchase of the Notes being offered hereby. Its use for any other purpose in the
United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted. For the avoidance of doubt, references herein of the Notes include the Guarantee,
where applicable.
The Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Notes in
bearer form may not be offered, sold or delivered within the United States or its possessions or to, or for the
account or benefit of, U.S. persons, except in certain transactions permitted by U.S. tax regulations. Terms
used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and the
regulations promulgated thereunder.
Registered Notes issued by Crédit Agricole CIB may be offered or sold within the United States only to
QIBs or to IAIs in transactions exempt from registration under the Securities Act. Registered Notes issued
by Crédit Agricole CIB FP, Crédit Agricole CIB FG and Crédit Agricole CIB FS may be offered or sold
within the United States only to QIBs who are, in each case, also QPs (as defined under "Form of the Notes")
in transactions exempt from registration under the Securities Act that will not cause the relevant issuer to
0034778-0000778 PA:8728840.17
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become required to register as an "investment company" under the Investment Company Act. Each
U.S. purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it
may be made in reliance upon the exemption from the registration requirements of the Securities Act
provided by Rule 144A under the Securities Act (Rule 144A).
Each purchaser or holder of Notes represented by a Rule 144A Global Note, a Definitive Registered Note (as
defined under "Form of the Notes" or any Notes issued in registered form in exchange or substitution for a
Rule 144A Global Note (together Legended Notes) will be deemed, by its acceptance or purchase of any
such Legended Notes, to have made certain representations and agreements intended to restrict the resale or
other transfer of such Notes as set out in "Subscription and Sale". Unless otherwise stated, terms used in this
paragraph have the meanings given to them in "Form of the Notes".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT
IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes and any
Guarantee thereof that are "restricted securities" within the meaning of the Securities Act, each Issuer has
undertaken in a deed poll dated 18 June 2012 (the Deed Poll) to furnish, upon the request of a holder of such
Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, such Issuer is neither subject to and in compliance with Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the Exchange Act) nor exempt from reporting pursuant to Rule 12g3-
2(b) thereunder.
A copy of the information so furnished will be available free of charge from the specified office of the
Principal Paying Agent and, for Notes admitted to trading on the Luxembourg Stock Exchange's regulated
market, from the specified office in Luxembourg of the Luxembourg Listing Agent (as defined below).
CIRCULAR 230 DISCLOSURE
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE US INTERNAL REVENUE
SERVICE, ANY TAX DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE
USED AND CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING US
FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH
TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
NOTES DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE
TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
0034778-0000778 PA:8728840.17
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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Crédit Agricole CIB and Crédit Agricole CIB FS are corporations organised under the laws of France.
Crédit Agricole CIB FP and Crédit Agricole CIB FG are corporations organised under the laws of Guernsey.
All of the officers and directors named herein reside outside the United States and all or a substantial portion
of the assets of the Issuers and the Guarantor and of such officers and directors are located outside the United
States. As a result, it may not be possible for investors to effect service of process outside France or
Guernsey, as the case may be, upon the Issuers, the Guarantor or such persons, or to enforce judgments
against them obtained in courts outside France or Guernsey, as the case may be, predicated upon civil
liabilities of the Issuers, the Guarantor or such directors and officers under laws other than the laws of France
or Guernsey, as the case may be, including any judgment predicated upon United States federal securities
laws.
In an original action brought in France predicated solely upon the US federal securities laws, French courts
may not have the requisite jurisdiction to adjudicate such action. Actions for enforcement of judgments of
US courts rendered against the French persons referred to in the preceding paragraph would require such
French persons to waive their right under Article 15 of the French Code Civil to be sued in France only.
Crédit Agricole CIB believes that no such French persons have waived such right with respect to actions
predicated solely upon US federal securities laws.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of
the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end
no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the
date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s))
in accordance with all applicable laws and rules.
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TABLE OF CONTENTS
Clause
Page
Summary of the Programme .........................................................................................................................8
Risk Factors ............................................................................................................................................... 18
Documents Incorporated by Reference........................................................................................................ 38
Cross-Reference List .................................................................................................................................. 40
General Description of the Programme ....................................................................................................... 44
Form of the Notes....................................................................................................................................... 45
Form of the Final Terms ............................................................................................................................. 51
Form of the Final Terms ............................................................................................................................. 86
Terms and Conditions of the Notes ........................................................................................................... 117
Annex 1 - Additional Terms and Conditions for Commodity Linked Notes ............................................... 175
Annex 2 - Additional Terms and Conditions for Equity linked Notes ........................................................ 180
Annex 3 - Additional Terms and Conditions for Index Linked Notes ........................................................ 193
Annex 4 - Additional Terms and Conditions for Fund Linked Notes ......................................................... 206
Annex 5 - Additional Terms and Conditions for GDR/ADR Linked Notes ................................................ 210
Annex 6 - Additional Terms and Conditions for Credit Linked Notes........................................................ 211
Annex 7 - Additional Terms and Conditions for CNY Notes ..................................................................... 267
Use of Proceeds........................................................................................................................................ 269
Form of Guarantee.................................................................................................................................... 270
Description of Credit Agricole Corporate and Investment Bank ................................................................ 273
Description of Credit Agricole CIB Financial Products (Guernsey) Limited .............................................. 273
Description of Credit Agricole CIB Finance (Guernsey) Limited .............................................................. 275
Description of Credit Agricole CIB Financial Solutions ............................................................................ 278
Selected Financial Information ................................................................................................................. 280
Recent Developments ............................................................................................................................... 281
Book-Entry Clearance Systems................................................................................................................. 283
Taxation ................................................................................................................................................... 287
Subscription and Sale ............................................................................................................................... 301
General Information ................................................................................................................................. 322
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SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in any
Notes should be based on a consideration of this Base Prospectus as a whole, including any documents
incorporated by reference. Following the implementation of the Prospectus Directive in each Member State
of the European Economic Area no civil liability will attach to the Responsible Persons in any such Member
State in respect of this Summary, including any translation hereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to
information contained in this Base Prospectus is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings are
initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below shall
have the same meanings in this summary.
Issuers:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Crédit Agricole CIB is a limited liability company incorporated in France as a
"société anonyme" governed by a Board of Directors registered at the Registre du
Commerce et des Société Nanterre under the reference SIREN 304 187 701. Its
registered office is at 9 quai du Président Paul Doumer, 92920 Paris La Défense
Cedex, Paris, France.
As a French corporation having limited liability, Crédit Agricole CIB is subject to
Articles L.225-1 and following of Book 2 of the Code de commerce. As a
financial institution, Crédit Agricole CIB is subject to Articles L.511-1 and
following and L.531-1 and following of the Code monétaire et financier.
Unless subject to winding up proceedings or an extension of its term, Crédit
Agricole CIB 's term of incorporation will expire on 25 November 2064 as
provided for in its constitutional documents.
Crédit Agricole CIB is directly owned by more than 95 per cent. by Crédit
Agricole S.A. and is the corporate and investment banking arm of the Crédit
Agricole Group.
In 2011, Crédit Agricole CIB had an average staff of 14,863 in its fully
consolidated companies. They are located mainly in Europe but also throughout
Crédit Agricole CIB 's international network, notably the Middle East, Asia, the
United States and Africa.
Selected consolidated financial information
Millions euros
31/12/2010
31/12/2011
Total Balance Sheet
716,192
826,004
(a)
Fund for general banking risks

(b)
Minority interests
704
559
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(c)
Shareholders equity (Group share) and
14,606
15,567
shareholder advances
Total a+b+c
15,310
16,126
Net income for the year
1,042
680
Group share
1,005
682
Minority interests
37
(2)
Crédit Agricole CIB Financial Products (Guernsey) Limited
Crédit Agricole CIB FP was incorporated on 8 December 1995 in the form of a
company limited by shares in accordance with the laws of Guernsey. Crédit
Agricole CIB FP's registered office is located at Sarnia House, Le Truchot, St
Peter Port, Guernsey. Crédit Agricole CIB FP is registered on the Island of
Guernsey pursuant to an Act of the Royal Court of Guernsey.
The objects of Crédit Agricole CIB FP as set out in its Memorandum of
Incorporation include the power to carry on business as a finance company, to
borrow or raise money by the issue of financial instruments of whatsoever nature
and to receive money on deposit or loan or to secure or guarantee the payment of
sums of money, to lend or advance money on such terms as may seem expedient
and to enter into guarantees, contracts, indemnities and suretyships in respect of
associated companies.
The authorised and issued share capital of Crédit Agricole CIB FP is 15,250
divided into 100,000 ordinary shares of 0.1525 each.
Selected financial information
Thousands euros
31/12/2010
31/12/2011
Total Balance Sheet
7,514,849
5,904,140
Net Result
3
2
Share Capital
15
15
Result carried forward
10
13
Crédit Agricole CIB Finance (Guernsey) Limited
Crédit Agricole CIB FG was incorporated on 10 April 1992 in the form of a
company limited by shares in accordance with the laws of Guernsey.
Crédit Agricole CIB FG's registered office is located at Sarnia House, Le Truchot,
St Peter Port, Guernsey. Crédit Agricole CIB FG is registered on the Island of
Guernsey pursuant to an Act of the Royal Court of Guernsey.
The objects of Crédit Agricole CIB FG as set out in its Memorandum of
Incorporation include the power to carry on business as a finance company, to
borrow or raise money by the issue of financial instruments of whatsoever nature
and to receive money on deposit or loan or to secure or guarantee the payment of
sums of money, to lend or advance money on such terms as may seem expedient
and to enter into guarantees, contracts, indemnities and suretyships in respect of
associated companies.
The authorised and issued share capital of Crédit Agricole CIB FG is 15,250
divided into 100,000 ordinary shares of 0.1525 each.
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Selected financial information
Thousands euros
31/12/2010
31/12/2011
Total Balance Sheet
5,965,167
5,434,175
Net Result
1
4
Share Capital
15
15
Result carried forward
5
6
Crédit Agricole CIB Financial Solutions
Crédit Agricole CIB FS is a limited liability company incorporated in France as a
"société anonyme" governed by a Board of Directors registered at the Registre du
Commerce et des Société Nanterre under the reference SIRET 451 428 049. Its
registered office is at 9 quai du Président Paul Doumer, 92920 Paris La Défense
Cedex, Paris, France.
The objects of Crédit Agricole CIB FS as set out in its Statuts include the power to
borrow funds by way of issue of securities and financial instruments of any nature,
whether guaranteed or not, to purchase, manage and sell any security and financial
instrument, to engage in any cash management and financing transaction with
associated companies, to engage in any transaction involving financial instruments
(including financial futures) traded on any organised market or over-the-counter,
to participate directly or indirectly in any transactions connected with its object by
way of the creation or acquisition of new companies, capital contribution or
subscription, purchase or securities or company shares, merger or otherwise.
The authorised and issued share capital of Crédit Agricole CIB FS is 225.000
divided into 2.500 ordinary shares of 90 each since 25 July 2007.
Selected financial information
In euros
31/12/2010
31/12/2011
Total Balance Sheet
1,278,112,062
1,900,781,453
Net Result
2,184
(17,078)
Share Capital
225,000
225,000
Result carried forward
(11,442)
(9,258)
Guarantor:
Crédit Agricole CIB (in respect of issues by Crédit Agricole CIB FP, Crédit
Agricole CIB FG and Crédit Agricole CIB FS)
Risk Factors:
There are certain factors that may affect the Issuers' ability to fulfil their
obligations under Notes issued under the Programme. As a consequence of
Crédit Agricole CIB, Crédit Agricole CIB FP, Crédit Agricole FG and Crédit
Agicole FS's businesses, the main risk factors which may affect them in their
capacity as Issuers and/or as Guarantor (as the case may be, which may affect the
Guarantor's ability to fulfil its obligation as Guarantor under the Guarantee) are the
counterparty risks mainly generated by its financing activities and the market risks
due to its capital markets activities. In addition, there are certain factors which are
material for the purpose of assessing the market risks associated with Notes issued
under the Programme. These are set under "Risk Factors" and include the fact that
the Notes may not be a suitable investment for all investors, certain risks relating
to the structure of particular series of Notes and certain market risks.
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