Obligation AgriCredit International 4.25% ( XS1334470595 ) en USD

AgriCredit International

100 % ⇌

France

XS1334470595 ( en USD )

4.25% par an ( paiement semestriel )

18/05/2028

Prospectus brochure de l'obligation Credit Agricole CIB XS1334470595 en USD 4.25%, échéance 18/05/2028

1 000 000 USD

30 000 000 USD

18/05/2026 ( Dans 44 jours )

Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) est la branche banque de financement et d'investissement du groupe Crédit Agricole, offrant des services de financement, de gestion de marchés et de services aux investisseurs à une clientèle internationale d'entreprises, d'institutions financières et d'investisseurs institutionnels.

L'Obligation émise par AgriCredit International ( France ) , en USD, avec le code ISIN XS1334470595, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/05/2028

Base Prospectus dated 10 May 2023

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(incorporated in France)
and
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
(incorporated in France)
and
CRÉDIT AGRICOLE CIB FINANCE LUXEMBOURG S.A.
(incorporated in Luxembourg)
50,000,000,000
Structured Debt Instruments Issuance Programme
unconditionally and irrevocably guaranteed by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Nature of this document
This document (the Base Prospectus) constitutes a base prospectus for the purposes of Article 8 of Regulation
(EU) 2017/1129 (as amended) (the Prospectus Regulation) and relates to a 50,000,000,000 Structured Debt
Instruments Issuance Programme (the Programme) under which securities of the type described below may be
issued from time to time.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the CSSF) in
its capacity as competent authority pursuant to the Prospectus Regulation. The CSSF only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Investors should make their own assessment as to the suitability of investing in the
Securities.
By approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of
the transaction or the quality or solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg
Law dated 16 July 2019 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières).
This Base Prospectus shall be in force for a period of one (1) year from the date of approval of this Base Prospectus
(i.e. the Base Prospectus shall be valid until 10 May 2024). 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.
This Base Prospectus replaces and supersedes the base prospectus relating to the Programme dated 10 May 2022.
Defined terms
Capitalised terms used in this Base Prospectus are defined in the section "Definitions Conditions" or in the
particular section where the capitalised terms are first used herein. Definitions are designated by the capitalised
term being in bold text.
Issuers and the Guarantor
Non-U.S. Securities (as defined below) issued under the Programme may be issued by any of Crédit Agricole
Corporate and Investment Bank (Crédit Agricole CIB), Crédit Agricole CIB Financial Solutions (Crédit
Agricole CIB FS) and Crédit Agricole CIB Finance Luxembourg S.A. (Crédit Agricole CIB FL) (each, an Issuer
and together, the Issuers). U.S. Securities (as defined below) issued under the Programme may be issued only by

Crédit Agricole CIB. The payment of all amounts due in respect of Securities issued by an Issuer other than Crédit
Agricole CIB will be unconditionally and irrevocably guaranteed by Crédit Agricole CIB (in such capacity, the
Guarantor).
This Base Prospectus contains information describing (i) the business activities of, (ii) certain financial information
relating to and (iii) material risks faced by the Issuers and the Guarantor.
The Securities
This Base Prospectus relates to the issuance of various types of notes (Notes) or certificates (Certificates and,
together with the Notes, referred to generally as Securities), either on a fully paid or partly paid basis, including
Securities that bear interest at a fixed rate, floating rate or rate linked to an underlying asset class or bear no interest.
Securities may be redeemed at a fixed amount, including at par value, or at an amount linked to an underlying
asset class, which may in some cases be zero. Securities may be redeemed on the scheduled redemption date, in
instalments over the term of the Securities or on an early redemption date. The underlying asset classes (each, an
Underlying Asset Class) to which interest and/or redemption amounts of Securities may be linked are:

commodities;

indices;

FX rates;

inflation indices;

benchmark rates;

exchange traded funds;

shares;

funds;

futures;

portfolios; or

a formula or formulae (which may, in turn, be determined by reference to other types of assets,
benchmarks or factors),
or a basket and/or combination of the above.
Specific provisions apply to Italian Securities and Italian Listed Securities (both as defined below), when specified
in this Base Prospectus.
Securities may be denominated in any currency.
The amount payable (if any) as interest and/or on redemption in respect of a Security may be dependent upon
whether certain events in respect of one or more reference entities or one or more reference obligations in respect
of any such reference entities, as the case may be, occur (a Credit Linked Security).
The amount payable (if any) as interest and/or on redemption in respect of a Security may be dependent upon
whether certain events in respect of one or more issuers of bonds, or one or more bonds issued by such entities
occur (a Bond Linked Security).
The amount payable (if any) on redemption in respect of a Security may be linked to the performance of preference
shares issued by the Preference Share Issuer, which are linked to the performance of an underlying asset class (a
Preference Share Linked Security).
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2

Securities may also be secured by the relevant Issuer, or one of its affiliates, in favour of holders of the Securities
by a segregated pool of collateral assets, which will be identified in the applicable Final Terms (Secured
Securities).
Subject to restrictions arising as a matter of law, there is no general restriction on the category of potential investors
to which Securities may be offered under this Programme. Depending on the terms of a particular Series of
Securities, Securities may be offered to retail and/or institutional investors as specified in the applicable Final
Terms.
The Securities and the Guarantee, as applicable, may be governed by English law, Irish law or French law as
specified in the applicable Final Terms. References in this Base Prospectus to English Law Securities, Irish Law
Securities or French Law Securities are to Securities governed by English law, Securities governed by Irish law
and Securities governed by French law, respectively.
Listing and admission to trading
An application may be made to the Luxembourg Stock Exchange for Securities issued under the Programme 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 2014/65/EU (as amended, MiFID II). The applicable Final Terms will specify whether
or not the Securities are to admitted to trading on the Luxembourg Stock Exchange and to be listed on the Official
List of the Luxembourg Stock Exchange.
The Issuers may make an application for certain notes issued under the Programme (Italian Listed Notes) to be
listed on Borsa Italiana S.p.A. and to be admitted to trading on the Electronic Bond and Government Securities
Market (the MOT Market). The MOT Market is a regulated market for the purposes of MiFID II. The Issuers
may also make an application for certain certificates issued under the Programme (Italian Listed Certificates
and, together with the Italian Listed Notes, Italian Listed Securities) to be admitted to trading on the Electronic
Securitised Derivatives Market of Borsa Italiana S.p.A. (the SeDeX Market). The SeDeX Market is a multilateral
trading facility for the purposes of MiFID II.
The Issuers may also elect not to make any application for certain Italian Securities to be listed or traded, as the
case may be. In each case, the applicable Final Terms will specify whether or not Italian Securities are to be listed
and admitted to trading on the MOT Market or to be admitted to trading on the SeDeX Market. If specified in the
Final Terms, the Issuers may also issue Italian Securities which are being offered pursuant to an exemption from
the Prospectus Regulation or which will be issued outside the European Economic Area.
References to Italian Securities shall be to either Italian Certificates or Italian Notes, as applicable in the context
of the relevant Series.
The Issuers may, if specified in the applicable Final Terms, make an application for certain Securities issued under
the Programme to be admitted to trading on EuroTLX managed by EuroTLX SIM S.p.A. EuroTLX is a multilateral
trading facility for the purposes of MiFID II.
The Issuers may make an application for Securities issued under the Programme to be listed and admitted to trading
on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (operated by Deutsche Börse AG),
if the listing conditions of the Frankfurt Stock Exchange are satisfied. The applicable Final Terms will specify
whether or not the Securities are to be listed and admitted to trading on the Frankfurt Stock Exchange.
The Issuers may make an application for Securities issued under the Programme to be listed and admitted to trading
on the regulated market operated by Euronext Paris S.A. (Euronext Paris) if the listing conditions of Euronext
Paris are satisfied. The applicable Final Terms will specify whether or not the Securities are to be listed and
admitted to trading on Euronext Paris.
The Issuers may make an application for Securities issued under the Programme to be listed and admitted to trading
on the regulated market of Nasdaq Helsinki Ltd (the Nasdaq Helsinki Stock Exchange) if the listing conditions
of the Nasdaq Helsinki Stock Exchange are satisfied. The applicable Final Terms will specify whether or not the
Securities are to be listed and admitted to trading on the Nasdaq Helsinki Stock Exchange.
0034778-0001217 EUO2: 2003179864.31
3

The Issuers may make an application for Securities issued under the Programme to be listed and admitted to trading
on the regulated market of NASDAQ OMX Stockholm AB (Nasdaq Stockholm) if the listing conditions of
Nasdaq Stockholm are satisfied. The applicable Final Terms will specify whether or not the Securities are to be
listed and admitted to trading on Nasdaq Stockholm.
The Issuers may make an application for Securities issued under the Programme to be listed and admitted to trading
on the regulated market of Oslo Stock Exchange (the Oslo Stock Exchange or Oslo Bors) if the listing conditions
of the Oslo Stock Exchange are satisfied. The applicable Final Terms will specify whether or not the Securities
are to be listed and admitted to trading on the Oslo Stock Exchange.
The Issuers may, if specified in the applicable Final Terms, make an application for certain Securities issued under
the Programme to be listed on the Official List of the Irish Stock Exchange p.l.c. trading as Euronext Dublin
(Euronext Dublin) and admitted to trading on Euronext Dublin's regulated market, which is a regulated market
for the purposes of MiFID II.
Reading this Base Prospectus
This Base Prospectus (together with any supplements to this Base Prospectus published from time to time (each a
Supplement and together the Supplements)), including the documents listed in the section of this Base Prospectus
entitled "Documents Incorporated by Reference" (which are documents that are deemed to be incorporated by
reference into this Base Prospectus but which are separately available upon request), is intended to provide
prospective investors with information necessary to enable them to make an informed investment decision before
purchasing any Securities. Copies of documents incorporated by reference in this Base Prospectus can be obtained
from the registered office of Crédit Agricole CIB for the time being. This Base Prospectus and the documents
incorporated by reference hereto will also be published on (i) the Luxembourg Stock Exchange's website
(www.luxse.com)
and
(ii)
Crédit
Agricole
CIB's
website
(https://www.documentation.ca-
cib.com/IssuanceProgram).
This Base Prospectus includes the terms and conditions that may apply to the Securities, which will be completed
for each Series of Securities by a set of Final Terms (the Terms and Conditions). Further detail on Final Terms
is set out below. As not all of the terms and conditions contained in this Base Prospectus may be relevant to a
particular Series of Securities, this Base Prospectus contains a User's Guide at page 66 which is intended to help
investors to navigate the terms and conditions which apply to a particular Series of Securities.
In addition to the Terms and Conditions of the Securities, this Base Prospectus includes other information such as
information related to the Issuers, information about the material risks related to any investment in the Securities
and information on selling and transfer restrictions. Investors should read this information in full before making
any decision to invest in Securities.
What information is included in the Final Terms?
While the Base Prospectus includes general information about all Securities, the Final Terms is the document that
sets out the specific applicable commercial details of each particular Series of Securities.
In relation to a Series of Securities, the Final Terms will set out, for example and among other things:

the issue date;

the scheduled redemption date;

the interest payment date(s) (if any);

the basis on which interest (if any) and the amount payable on redemption will be determined
and/or calculated;

whether or not the Securities may be redeemed early at the option of the Issuer or the investor;

information relating to any relevant Underlying Asset Class; and
0034778-0001217 EUO2: 2003179864.31
4

any other information needed to complete the terms and conditions of the Securities of this Base
Prospectus (identified by the words "as specified in the applicable Final Terms" or other
equivalent wording).
Wherever the Terms and Conditions contain optional provisions, the Final Terms will specify which of those
provisions apply to a specific Series of Securities.
Taxes
The Securities will not have the benefit of a gross up provision in respect of withholding tax unless "Gross Up" is
specifically provided as applicable in the applicable Final Terms. Where a gross up does not apply, investors will
take the risk of any applicable withholding tax.
Save in the circumstances described above, none of the Issuers, nor the Guarantor nor any other person will be
liable for, or otherwise obliged to pay, any tax, duty or other payment which may arise as a result of the ownership,
transfer, exercise, redemption or enforcement of any Securities by any person.
Arranger
Crédit Agricole CIB
Dealers
Crédit Agricole CIB
Crédit Agricole Securities Asia B.V., Tokyo Branch
0034778-0001217 EUO2: 2003179864.31
5

OTHER IMPORTANT INFORMATION
This Base Prospectus (together with any Supplements thereto) 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
Issuers, which is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Issuers, the rights attaching to the Securities and the reason
for the issuance and its impact on the Issuers.
Offers of Securities (i) made other than pursuant to Article 3(1) of the Prospectus Regulation, outside the European
Economic Area, or of a type listed in Articles 1(4) and/or 3(2) of the Prospectus Regulation and (ii) for which the
Securities are not admitted to trading on a regulated market pursuant to Article 3(3) of the Prospectus Regulation
or of a type listed in Article 1(5) of the Prospectus Regulation are referred to herein as Exempt Offers and such
Securities as Exempt Securities. The information document prepared in the context of an Exempt Offer and
addressed to potential investors shall not constitute and shall not be approved by the CSSF as a prospectus for the
purposes of the Prospectus Regulation. The CSSF has neither reviewed nor approved any information in relation
to the Exempt Securities.
The Securities have not been and will not be registered under the United States Securities Act of 1933 as amended
(the Securities Act) or under the securities law of any state or other jurisdiction in the United States and trading
in the Securities has not been approved by the Commodity Futures Trading Commission (CFTC) under the United
States Commodity Exchange Act of 1936, as amended (CEA). The Non-U.S. Securities may not be offered, sold,
pledged, or otherwise transferred at any time except in an "Offshore Transaction" (as such term as defined under
Regulation S under the Securities Act (Regulation S)) to or for the account or benefit of a Permitted Transferee
pursuant to Regulation S and only Permitted Transferees may maintain a position in the Non-U.S. Securities.
No person has registered nor will register as a commodity pool operator of the relevant Issuer under the CEA and
the rules thereunder (the CFTC Rules) of the CFTC, and none of the Issuers have been nor will be registered
under the United States Investment Company Act of 1940, as amended, nor under any other United States federal
laws. The Securities are being offered and sold in reliance on an exemption from the registration requirements of
the Securities Act.
The Securities have not been approved or disapproved by the United States Securities and Exchange Commission
(SEC) or any other regulatory agency in the United States, nor has the SEC or any other regulatory agency in the
United States passed upon the accuracy or adequacy of this document or the merits of the Securities. Any
representation to the contrary is a criminal offence. Furthermore, the Securities do not constitute, and have not
been marketed as, contracts for the sale of a commodity for future delivery (or options thereon) subject to the CEA,
and neither trading in the Securities nor this document has been approved by the CFTC under the CEA.
The Issuers and the Guarantor accept responsibility for the information contained in this Base Prospectus. To the
best of the knowledge of the Issuers and the Guarantor, the information contained in this Base Prospectus is in
accordance with the facts and does not omit anything likely to affect its import.
This Base Prospectus is to be read and construed in conjunction with any Supplements 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.
Securities may be issued on a continuing basis to one or more of the Dealers specified under "Subscription and
Sale" below and any additional dealer appointed under the Programme from time to time by the Issuers (each a
Dealer and together the Dealers), which appointment may be for a specific issue or on an on-going basis.
References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Securities being (or
intended to be) subscribed or purchased by more than one Dealer, be to all Dealers agreeing to subscribe or
purchase such Securities.
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 relevant Issuer in connection with the Programme. No Dealer accepts any liability in
0034778-0001217 EUO2: 2003179864.31
6

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.
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 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
Securities (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 Securities, should purchase any Securities.
Each potential investor contemplating purchasing any Securities 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 Securities.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of
any Securities 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 Securities. Persons into whose possession offering material comes must
inform themselves about and observe any such restrictions.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Securities 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 conditions or affairs of the Issuers and the Guarantor during the
life of the Programme or to advise any investor in the Securities 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, and may not be used for or in connection with, an offer to sell or the
solicitation of an offer to buy any Securities 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 Securities
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 Securities 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 Non-exempt Offer of any Securities or distribution of
this document in any jurisdiction where action for that purpose is required. Accordingly, no Securities 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
Securities may come must inform themselves about, and observe, any such restrictions on the distribution of this
Base Prospectus and the offering and sale of Securities. In particular, there are restrictions on the distribution of
this Base Prospectus and the offer or sale of Securities in various jurisdictions, including, without limitation, the
United States, the United Kingdom and the European Economic Area (including Austria, Hungary, Poland, Czech
Republic, Croatia, Luxembourg, Belgium, France, Germany, Ireland, Italy, Norway, Portugal, the Netherlands,
Finland, Romania, Slovak Republic, Sweden and Spain) (see "Subscription and Sale").
Any person (an Investor) purchasing the Securities under the Programme is solely responsible for ensuring that
any offer or resale of the Securities it purchased under the Programme occurs in compliance with applicable laws
and regulations.
The information on the websites or URLs 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 (see "Documents
Incorporated by Reference"), and has not been scrutinised or approved by the CSSF.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply,
any offer of Securities in any Member State of the European Economic Area (each, a Relevant State) will be
0034778-0001217 EUO2: 2003179864.31
7

made pursuant to an exemption under the Prospectus Regulation, from the requirement to publish a prospectus for
offers of Securities. Accordingly any person making or intending to make an offer in that Relevant State of
Securities which are the subject of an offering contemplated in this Base Prospectus as completed by final terms
in relation to the offer of those Securities may only do so (i) in circumstances in which no obligation arises for the
relevant Issuer or any Dealer to publish a prospectus pursuant to Article 1 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, 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 State or, where
appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State and
(in either case) published, all in accordance with the Prospectus Regulation, provided that any such prospectus has
subsequently been completed by final terms which specify that offers may be made other than pursuant to Article
1(4) of the Prospectus Regulation in that Relevant 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 relevant 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 relevant Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer
of Securities in circumstances in which an obligation arises for the relevant Issuer or any Dealer to publish or
supplement a prospectus for such offer.
MiFID II product governance / target market The Final Terms in respect of any Securities will include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Securities, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the
European Securities and Markets Authority (ESMA) on 5 February 2018, and which channels for distribution of
the Securities are appropriate. Any person subsequently offering, selling or recommending the Securities (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
Securities (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 Securities is a manufacturer as defined in MiFID II in respect of such Securities, but otherwise
none of the Arranger, the Dealers or 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 Securities may include a
legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the
Securities, taking into account the five (5) categories referred to in item 18 of the Guidelines published by ESMA
on 5 February 2018 (in accordance with the Financial Conduct Authority's policy statement entitled "Brexit, our
approach to EU non-legislative materials"), and which channels for distribution of the Securities are appropriate.
Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into
consideration the target market assessment; however, a Distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible
for undertaking its own target market assessment in respect of the Securities (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 Securities is a manufacturer in respect of such Securities, but
otherwise none of the Arranger, the Dealers or any of their respective affiliates will be a manufacturer for the
purpose of the UK MiFIR Product Governance Rules.
PRIIPs / IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Final Terms
in respect of any Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Securities
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). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling
the Securities or otherwise making them available to retail investors in the EEA (an EEA Key Information
Document) has been prepared and therefore offering or selling the Securities or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. If the Final Terms in respect of
any Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors Without KID", the Securities
0034778-0001217 EUO2: 2003179864.31
8

are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise
made available, to any retail investor in the EEA without an updated EEA Key Information Document. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not
a qualified investor as defined in the Prospectus Regulation.
PRIIPs / IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS - If the Final Terms
in respect of any Securities includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Securities
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). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (EUWA) (as amended, the UK PRIIPs Regulation) for offering or selling the Securities
or otherwise making them available to retail investors in the UK (a UK Key Information Document) has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPS Regulation. If the Final Terms in respect of any Securities
includes a legend entitled "Prohibition of Sales to UK Retail Investors Without KID", the Securities 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 UK without an updated UK Key Information Document. 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 domestic law by virtue of the EUWA; (ii) a customer within the
meaning of the provisions of the 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 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 domestic law by virtue
of the EUWA.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE SFA) In connection with
Section 309B(1)(c) of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (the
CMP Regulations 2018), unless otherwise specified in the Final Terms in respect of any Securities, the Issuers
have determined and hereby notify all persons (including all relevant persons (as defined in the Section 309(A)(1)
of the SFA)), that the Securities are: "capital markets products other than prescribed capital markets products" (as
defined in the SFA and the CMP Regulations 2018), and "Specified 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).
All references in this document to "euro" and "" refer to the lawful currency introduced at the third stage of
European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended, 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 Macau Special Administrative Region of the People's Republic of China
(the PRC).
U.S. INFORMATION
The Non-U.S. Securities may not be offered, sold, pledged, or otherwise transferred at any time except in an
"Offshore Transaction" (as such term as defined under Regulation S) to or for the account or benefit of a Permitted
Transferee pursuant to Regulation S and only Permitted Transferees may maintain a position in the Non-U.S.
Securities.
This Base Prospectus may be submitted on a confidential basis in the United States to a limited number of QIBs
(as defined under "Form of the Securities") for informational use solely in connection with the consideration of
the purchase of the U.S. Securities being offered hereby. Its use for any other purpose in the United States is not
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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 to the Securities, including the U.S. Securities, include the Guarantee, where applicable.
The Securities in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Securities 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, as amended and the
regulations promulgated thereunder.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR
APPROVED BY, THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
NO PERSON HAS REGISTERED NOR WILL REGISTER AS A COMMODITY POOL OPERATOR OF THE
RELEVANT ISSUER UNDER THE CEA AND THE CFTC RULES, AND NONE OF THE ISSUERS HAVE
BEEN NOR WILL BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF
1940, AS AMENDED, NOR UNDER ANY OTHER UNITED STATES FEDERAL LAWS. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
U.S. Securities issued by Crédit Agricole CIB may be offered or sold within the United States only to QIBs in
transactions exempt from, or not subject to, registration under the Securities Act. Each purchaser of U.S. Securities
is hereby notified that the offer and sale of any U.S. Securities 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).
The Securities have not been approved or disapproved by the United States Securities and Exchange Commission
(the SEC) or any other regulatory agency in the United States, nor has the SEC or any other regulatory agency in
the United States passed upon the accuracy or adequacy of this document or the merits of the Securities. Any
representation to the contrary is a criminal offence. Furthermore, the Securities do not constitute, and have not
been marketed as, contracts for the sale of a commodity for future delivery (or options thereon) subject to the CEA,
and neither trading in the Securities nor this document has been approved by the CFTC under the CEA.
Each purchaser or holder of U.S. Securities represented by Rule 144A Global Securities or any Securities issued
in definitive form in exchange or substitution for Rule 144A Global Securities (together Rule 144A Securities)
will be deemed, by its acceptance or purchase of any such Rule 144A Securities, to have made certain
representations and agreements intended to restrict the resale or other transfer of such Securities 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 Securities".
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of U.S. Securities that are
"restricted securities" within the meaning of the Securities Act, Crédit Agricole CIB has undertaken in a deed poll
dated 10 May 2023 (the Deed Poll) to furnish, upon the request of a holder of such Securities 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, Crédit Agricole CIB 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, for Securities 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
THIS DESCRIPTION IS LIMITED TO THE U.S. FEDERAL TAX ISSUES DESCRIBED HEREIN OR IN ANY
SUPPLEMENT TO THIS BASE PROSPECTUS. IT IS POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST
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