Obligation Banque Fédérale du Crédit Mutuel 0.085% ( XS1857344391 ) en EUR

Banque Fédérale du Crédit Mutuel

100 % ⇌

France

XS1857344391 ( en EUR )

0.085% par an ( paiement annuel )

19/07/2021 - Obligation échue

Prospectus brochure de l'obligation Banque Federative du Credit Mutuel XS1857344391 en EUR 0.085%, échue

100 000 EUR

50 000 000 EUR

La Banque Fédérative du Crédit Mutuel est l'établissement central du groupe Crédit Mutuel, assurant la cohésion et la gestion du système fédératif des caisses régionales.

L'Obligation émise par Banque Fédérale du Crédit Mutuel ( France ) , en EUR, avec le code ISIN XS1857344391, paye un coupon de 0.085% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/07/2021

Base Prospectus dated 25 September 2020

Euro 52,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), Banque Fédérative du Crédit Mutuel ("BFCM" or the "Issuer"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes to be governed either by English law (the "English Law Notes"), by
French law (the "French Law Notes") or by the law of New South Wales, Australia (the "Australian Law Notes") and, together with the English Law Notes and the French Law Notes, the "Notes").
The aggregate principal amount of Notes outstanding will not at any time exceed euro 52,000,000,000 (or the equivalent in other currencies). This Base Prospectus supersedes and replaces the Base
Prospectus dated 16 July 2019 and all supplements thereto.
Notes will be issued in one or more series (each a "Series"). Notes of each Series may be issued in one or more tranches (each a "Tranche") on different issue dates and on terms otherwise identical
(except in relation to the interest commencement dates and certain other matters related thereto). Notes may be either senior ("Senior Notes") or subordinated ("Subordinated Notes"). Senior Notes
may be either senior preferred Notes ("Senior Preferred Notes") or senior non-preferred Notes ("Senior Non-Preferred Notes"). The terms and conditions of the English Law Notes (the "English
Law Conditions") are set out herein in the section headed "Terms and Conditions of the English Law Notes" and the terms and conditions of the French Law Notes (the "French Law Conditions")
are set out herein in the section headed "Terms and Conditions of the French Law Notes" (the English Law Conditions and the French Law Conditions together, the "Terms and Conditions" or the
"Conditions", reference to a "Condition" being a reference to the numbered paragraphs in the English Law Conditions and/or the French Law Conditions, unless otherwise specified).
This Base Prospectus constitutes a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This Prospectus received the approval
number 20-474 on 25 September 2020 from the Autorité des marchés financiers (the "AMF") as competent authority under Prospectus Regulation and shall be in force for a period of one (1) year as
of the date of its approval by the AMF. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake and material inaccuracy does not apply when this
Base Prospectus is no longer valid. This Base Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant to 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 the Issuer or the quality of the Notes that are subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application may be made, for the period of 12 months from the date of approval by the AMF of this Base Prospectus, for Notes issued under the Programme to be listed and admitted to trading on
Euronext Paris, to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange") and/or to the competent authority of any other Member State of the European Economic Area ("EEA") or in the United Kingdom ("UK") for Notes issued under
the Programme to be listed and admitted to trading on a Regulated Market (as defined below) in such Member State or in the UK. Euronext Paris and the regulated market of the Luxembourg Stock
Exchange are regulated markets for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended, appearing on the list of regulated markets published by the European
Securities and Markets Authority (a "Regulated Market"). The relevant final terms (the "Final Terms") (forms of which are contained herein) in respect of the issue of any Notes will specify whether
or not such Notes will be listed and admitted to trading on a Regulated Market and, if so, the relevant Regulated Market.
The Australian Law Notes will not be admitted to trading or listed on any market or stock exchange and nor will they be offered to the public in any jusrisdiction. The terms and conditions of, and the
form of Final Terms with respect to, Australian Law Notes is contained in the Australian Law Deed Poll dated the date of this Base Prospectus (the "Australian Law Deed Poll").
The approbation number no. 20-474 granted by the AMF on 25 September 2020 to this Base Prospectus is only applicable for English Law Notes and French Law Notes to be listed and admitted to
trading on a Regulated Market and/or offered to the public in France and/or in the Grand Duchy of Luxembourg and/or any other Member State of the EEA, or in the UK, in which this Base Prospectus
has been passported from time to time. It is not relevant for Australian Law Notes and Notes issued under the Programme for which no prospectus is required under the Prospectus Regulation, as such
Notes will not be admitted to trading or listed on any Regulated Market, nor will they be offered to the public in any Member State of the EEA or in the UK.

Neither this Base Prospectus nor any other disclosure document in relation to the Notes has been, or will be, lodged with the Australian Securities and Investments Commission. No action has been
taken which would permit an offering of the Notes in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia.

The Issuer is neither a bank nor an authorised deposit-taking institution which is authorised under the Banking Act 1959 of Australia (the "Australian Banking Act"). The Notes will not be the
obligations of the Australian Government and, in particular, the Notes will not be guaranteed by the Commonwealth of Australia. The Issuer is not supervised by the Australian Prudential Regulation
Authority. An investment in any Notes issued by the Issuer will not be covered by the depositor protection provisions in section 13A of the Australian Banking Act and will not be covered by the
Australian Government's bank deposit guarantee (also commonly referred to as the Financial Claims Scheme).

Notes will be in such denomination(s) as may be specified in the relevant Final Terms.

English Law Notes will be issued in bearer form. English Law Notes of each Tranche of each Series will initially be represented by a temporary global note in bearer form (each, a "Temporary Global
Note") or a permanent global note in bearer form (each, a "Permanent Global Note" and, collectively with any Temporary Global Note, the "Global Notes"), each without interest coupons. Interests
in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date being 40 days after the relevant issue date (subject to postponement
as provided in the Temporary Global Note), upon certification as to non-U.S. beneficial ownership. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN"
or "New Global Note") form, they are intended to be eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the relevant
Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"). English Law Notes which are not issued
in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream or as otherwise agreed
between the Issuer and the relevant Dealer (as defined herein). The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive Notes (as defined herein) are
described in "Summary of Provisions relating to the English Law Notes while in Global Form".

French Law Notes may be issued in either dematerialised form ("Dematerialised Notes") or materialised form ("Materialised Notes"). Materialised Notes will be in bearer form only and may only
be issued outside France. Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes will be issued in either (i) bearer dematerialised form (au porteur) inscribed as from the relevant
issue date in the books of Euroclear France ("Euroclear France") as central depositary which shall credit the accounts of Euroclear France Account Holders (as defined below) including Euroclear
and the depositary bank for Clearstream or (ii) registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder in either (x) administered registered form (au nominatif
administré), in which case they will be inscribed in the accounts of the Euroclear France Account Holders designated by the relevant Noteholders or (y) fully registered form (au nominatif pur), in
which case they will be inscribed in an account in the books of Euroclear France maintained by the Issuer or by the registration agent acting on behalf of the Issuer (the "Registration Agent").
"Euroclear France Account Holder" means any authorised intermediary institution entitled to hold directly or indirectly accounts on behalf of its customers with Euroclear France, and includes
Euroclear and the depositary bank for Clearstream. A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in
connection with French Law Notes issued as Materialised Notes. No interest will be payable on the Temporary Global Certificate. Such Temporary Global Certificate will be exchanged for Definitive
Notes as descried in "Provisions relating to Temporary Global Certificates issued in respect of Materialised Notes". Temporary Global Certificates will (a) in the case of a Tranche intended to be
cleared through Euroclear and/or Clearstream, be deposited on the relevant issue date with a common depositary on behalf of Euroclear and/or Clearstream and (b) in the case of a Tranche intended to
be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer.
See "Provisions relating to the Temporary Global Certificates issued in respect of Materialised Notes".
Autralian Law Notes will be issued in dematerialised registered form only and no document of title will be issued in respect of them.

BFCM has been assigned the following long-term credit ratings: A by S&P Global Ratings Europe Limited ("S&P"), Aa3 by Moody's France SAS ("Moody's"), and A+ by Fitch Ratings Limited
("Fitch Ratings"). The Programme has been assigned the following credit ratings regarding Senior Preferred Notes: A by S&P, Aa3 by Moody's, and AA- by Fitch Ratings. S&P, Moody's and Fitch
Ratings are all established in the EU or in the UK and registered under Regulation (EC) No 1060/2009, amended (the "CRA Regulation"). Tranches of Notes will be rated or unrated. Where a Tranche
of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as
having been issued by a credit rating agency established in the European Union or the United Kingdom and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section "Risk Factors" in this Base Prospectus before deciding to invest in the Notes issued under the Programme.

Arranger for the Programme
BNP PARIBAS
Dealers
BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL
BARCLAYS
BNP PARIBAS
CREDIT SUISSE
GOLDMAN SACHS BANK EUROPE SE
HSBC
J.P. MORGAN
NATWEST MARKETS
2

EMEA 126792872

IMPORTANT MIFID II PRODUCT GOVERNANCE / TARGET MARKET: The Final Terms in respect of
any Notes will, where applicable, include a legend entitled "MiFID II Product Governance" which will outline
the determination of the type of clients in the context of the target market assessment in respect of such Notes,
taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February
2018, and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending such Notes (a "distributor") should take into consideration such determination; 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 Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID 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 MiFID Product
Governance Rules.
IMPORTANT EEA AND UK RETAIL INVESTORS: If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA and 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 EEA or the United Kingdom (the "UK"). 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 ("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. 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 European Economic Area or the UK has or will have been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the European Economic Area or
in the UK may be unlawful under the PRIIPs Regulation.
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 restrictions. In particular, there are
restrictions on the distribution of this Base Prospectus and the offer or sale of the Notes in the EEA and certain
member states thereof (France and Belgium), the United Kingdom, Australia, Japan, the United States, the
People's Republic of China ("PRC"), Hong Kong and Singapore. See "Subscription and Sale" below.
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 securities regulatory authority of any state or other jurisdiction of the United
States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined
in the U.S Internal Revenue Code of 1986, as amended and regulations thereafter). For a description of certain
restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus, containing or incorporating by reference all relevant information with regard to the Issuer
and the Issuer and its subsidiaries and affiliates taken as a whole (the "Group") as well as the Terms and
Conditions of the English Law Notes and French Law Notes to be issued under the Programme together with (i)
any supplements to this Base Prospectus from time to time (each, a "Supplement" and together the
"Supplements") and (ii) the Final Terms issued in relation to each Tranche of English Law Notes and French
Law Notes, constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation. In relation to
each separate issue of Notes, the final offer price and the amount of such Notes will be determined by the Issuer
and the relevant Dealers at the time of the issue of the Notes and will be set out in the relevant Final Terms.
This Base Prospectus is to be read in conjunction with any document and/or information which is or may be
incorporated herein by reference in accordance with Article 19 of the Prospectus Regulation, as described in

3

EMEA 126792872

"Documents Incorporated by Reference" below. This Base Prospectus shall be read and construed on the basis
that such documents are so incorporated and form part of this Base Prospectus.
This Base Prospectus (together with all Supplements thereto from time to time) may only be used for the purposes
for which it has been published.
No person has been authorised to give any information or to make any representation other than those contained
or incorporated by reference 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 (as defined in "Subscription and Sale"). 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 or the Group since the date hereof or the date upon which
this Base Prospectus has been most recently supplemented or that there has been no adverse change in the
financial position of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus
has been most recently 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.
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 and has not been scrutinised or approved by the AMF.
Suitability of investment
Each potential investor of the Notes must make its own determination of the suitability of any such investment,
with particular reference to its own investment objectives and experience, and any other factors which may be
relevant to it in connection with such investment, either alone or with the help of a legal, tax or financial adviser.
In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or in any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and the
impact the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for the
principal or interest payments is different from the potential purchaser's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any financial
markets and of any financial variable which might have a negative impact on the return on the Notes; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may adversly affect its investment and its ability to bear the
applicable risks.
Some Notes may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate
additional risk to their overall portfolios. A potential investor should not invest in Notes unless it has the expertise
(either alone or with the help of a financial, legal, tax and/or accounting adviser) to evaluate how the Notes will
perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment
will have on the potential investor's overall investment portfolio. Prospective purchasers should also consult their
own tax advisers as to the tax consequences of the purchase, ownership and disposal of Notes.
Difference between the Notes and a bank's covered deposits in terms of yield, risk and liquidity.

4

EMEA 126792872

Prior to acquiring any Notes, investors should note that there are a number of key differences between the Notes
and bank deposits, including without limitation:
(i) claims in relation to the payment of principal and interest under the Notes rank below claims under the
so-called "covered deposits" (being deposits below EUR 100,000 threshold benefiting from the protection
of the deposit guarantee scheme in accordance with Directive 2014/49/EU of the European Parliament and
the Counsil of 16 April 2014, as amended);
(ii) generally, demand deposits will be more liquid than financial instruments such as the Notes; and
(iii) usually, the Notes will benefit from a higher yield than a covered deposit denominated in the same
currency and having the same maturity. The higher yield usually results from the higher risk associated with
the Notes.
Structured Notes
An investment in Notes, the interest on which is determined by reference to one or more values of interest rates or
other indices or formulae, either directly or inversely, may entail significant risks not associated with similar
investments in a conventional debt security, including the risks that the resulting return on such Notes based on
such interest rate or other indices or formulae will be less than that payable on a conventional debt security at
the same time and/or that an investor may lose the value of its entire investment or part of it, as the case may be.
Neither the current nor the historical value of the relevant interest rates or other indices or formulae should be
taken as an indication of future performance interest rates or other indices or formulae during the term of any
Notes.
Important notice relating to Green, Social or Sustainability Bonds
Notes may be issued as Green, Social or Sustainability Bonds. Prospective investors should have regard to the
information set out in the "Use of Proceeds" section of the Final Terms and must determine for themselves the
relevance of such information for the purpose of any investment in the Green, Social or Sustainability Bonds
together with any other investigation such investor deems necessary. In particular, no assurance is given by the
Issuer, the Arranger or the Dealers that the use of such proceeds for any Eligible Loans will satisfy, whether in
whole or in part, any present or future investor expectations or requirements as regards any investment criteria
or guidelines with which such investor or its investments are required to comply, whether by any present or future
applicable law or regulations or by its own by-laws, investment policy or other governing rules or investment
portfolio mandates, in particular with regard to any direct or indirect environmental, sustainability or social
impact of any projects or uses, the subject of or related to, any Eligible Loans or that any adverse environmental,
social and/or other impacts will not occur during the implementation of any Eligible Loans.
No assurance or representation is given by the Issuer, the Arranger or the Dealers as to the suitability or reliability
for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the
Issuer) which may be made available in connection with the issue of the Green, Social or Sustainability Bonds
and in particular with any Eligible Loans to fulfil any environmental, sustainability, social and/or other criteria.
Any such opinion or certification is only current as of the date it was issued and the providers of such opinions
and certifications are not currently subject to any specific oversight or regulatory or other regime. For the
avoidance of doubt, the Green, Social or Sustainability Bond Framework and any such opinion or certification is
not, nor shall be deemed to be, incorporated in and/or form part of this Base Prospectus.
Neither the Arranger nor the Dealers have undertaken, or are responsible for, any assessment of any
environmental, sustainability, social and/or other criteria, any verification of whether the Green, Social or
Sustainability Bonds meet any environmental, sustainability, social and/or other criteria or the monitoring of the
use of proceeds, required by prospective investors or the delivery or contest of any pinion or certification of any
third party (whether or not solicited by the Issuer) which may be made available in connection with the issue of
the Green, Social or Sustainability Bonds.

5

EMEA 126792872

NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE  Unless otherwise stated in the relevant Final Terms, all Notes issued under
the Programme shall be prescribed capital markets products as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore.

This Base Prospectus does not constitute and may not be used in connection with, an offer, or an invitation to any
person to whom it is unlawful to make such offer or invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers (other than Banque Fédérative du Crédit Mutuel in its
capacity as Issuer) or the Arranger accept any responsibility for the contents of this Base Prospectus (including
any documents incorporated by reference herein) or for any other statement, made or proposed to be made by the
Arranger or a Dealer on its behalf in connection with the Issuer or the issue and offering of the Notes. The
Arranger and each Dealer (other than Banque Fédérative du Crédit Mutuel in its capacity as Issuer) accordingly
disclaims all and any liability whether arising in tort or contract (save as referred to below) which it might
otherwise have in respect of this Base Prospectus or any such document or statement. Neither this Base Prospectus
nor any financial statements 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 financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained or incorporated by reference in this Base
Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the
Dealers (other than Banque Fédérative du Crédit Mutuel in its capacity as Dealer) or the Arranger 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" "euro"
and "" are to the single currency which was introduced in the participating member states of the European
Union on 1st January 1999, references to "A$", "AUD" and "Australian Dollar" are to the lawful currency of
Australia, references to "£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom,
references to "U.S.$" "USD" and "dollars" are to the lawful currency of the United States of America and
references to "CNY", "RMB" and "Renminbi" are to the lawful currency of the People's Republic of China.
Investors in English Law Notes should note that on 31 January 2020 the United Kingdom withdrew from the
European Union under the "Agreement on the withdrawal of the United Kingdom of Great Britain and Northern
Ireland from the European Union and the European Atomic Energy Community" dated 19 October 2019 (the
"Withdrawal Agreement"). The Withdrawal Agreement instituted a transition period, ending on 31 December
2020 which may be extended by the parties to it (the "Transition Period"). Pursuant to the Withdrawal
Agreement, the provisions of Regulation (EU) No 1215/2012 of the European Parliament and of the Council of
12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial
matters ("Brussels I Regulation") will apply to the recognition and enforcement in France of judgments issued
by the courts of England and Wales in legal proceedings instituted before the end of the Transition Period. After
the end of the Transition Period, as extended, as the case may be, save in case of a specific agreement governing
the relations between the European Union and the UK thereafter, the provisions of Brussels I Regulation may no
longer be applicable. The United Kingdom deposited its instrument of accession to the Convention on Choice of
Courts Agreements dated 30 June 2005 (the "Hague Convention") on 28 December 2018 in order to transition
to Hague Convention rules if no withdrawal agreement is concluded between the United Kingdom and the
European Union. On 31 January 2020, the Government of the UK withdrew such instrument of accession to the
Hague Convention. On the same date, the Government of the UK also declared that the UK intends to deposit a
new instrument of accession at the appropriate time prior to the termination of the Transition Period to ensure
the seamless continuity of the application of the Hague Convention in the UK. Subject to such timely accession,
and provided that the courts of England and Wales are designated under exclusive jurisdiction clauses falling

6

EMEA 126792872

within the scope and definitions of the Hague Convention, judgments issued by the courts of England and Wales
in legal proceedings instituted after the end of the Transition Period could therefore be recognized and enforced
in France under the Hague Convention. However, investors should note that the conditions and procedures
regarding the recognition and enforcement of English court judgements under the Hague Convention in the
remaining Member States of the European Union party to the Hague Convention would be different from those
provided in the Brussel I Regulation.

7

EMEA 126792872

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................. 9
RISK FACTORS .......................................................................................................................................... 23
RETAIL CASCADES: CONSENT TO USE THE PROSPECTUS ............................................................. 39
FORWARD-LOOKING STATEMENTS ..................................................................................................... 41
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 42
SUPPLEMENT TO THE BASE PROSPECTUS ........................................................................................ 56
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES .............................................................. 57
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ............................................................. 134
SUMMARY OF PROVISIONS RELATING TO THE ENGLISH LAW NOTES WHILE IN GLOBAL
FORM ................................................................................................................................................ 219
PROVISIONS RELATING TO TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT
MATERIALISED NOTES ................................................................................................................ 225
USE OF PROCEEDS ................................................................................................................................. 227
BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL .................................................................................. 229
GOVERNMENTAL SUPERVISION AND REGULATION OF THE ISSUER ........................................ 230
TAXATION ................................................................................................................................................ 240
SUBSCRIPTION AND SALE ................................................................................................................... 243
FORM OF WHOLESALE FINAL TERMS .............................................................................................. 249
FORM OF RETAIL FINAL TERMS ......................................................................................................... 274
GENERAL INFORMATION ..................................................................................................................... 302
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ......... 306

8

EMEA 126792872

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme is qualified in its entirety by the remainder of this Base
Prospectus. 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.
This general description constitutes a general description of the Programme for the purposes of Article 25.1(b) of
Commission Delegated Regulation (EU) 2019/980. 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 Terms and Conditions of the Notes or in the section entitled "Governmental
Supervision and Regulation of the Issuer" shall have the same meaning in this section.

Issuer:
BFCM
Legal Entity Identifier
VBHFXSYT7OG62HNT8T76
(LEI):
Description:
Euro Medium Term Note Programme for the issue of notes to be
governed by either English law or French law the "English Law Notes"
and the "French Law Notes", respectively).
Notes may either be senior or subordinated (the Senior Notes and the
Subordinated Notes, respectively). The Senior Notes may be either
Senior Preferred Notes or Senior Non-Preferred Notes, as specified in
the Final Terms.
Arranger:
BNP Paribas
Permanent Dealers:
Banque Fédérative du Crédit Mutuel, Barclays Bank Ireland PLC,
Barclays Bank PLC, BNP Paribas, Credit Suisse Securities (Europe)
Limited, Goldman Sachs Bank Europe SE, HSBC Bank plc, J.P.
Morgan Securities plc and NatWest Markets N.V.
Dealers:
The Permanent Dealers and all persons appointed as dealers in respect
of one or more Tranches of Notes in accordance with the agreements
(and whose appointment has not been terminated).
Programme Size:
Up to 52,000,000,000 (or its equivalent in other currencies at the issue
date of, and in respect to, any Tranche of Notes) outstanding at any time.
The Issuer may increase the amount of the Programme in accordance
with the terms of the Dealer Agreement.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil
its obligations under Notes issued under the Programme. These are
set out under the heading "Risks relating to the Issuer and its
operations" in the section headed "RISK FACTORS" in this Base
Prospectus. 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 out under
the heading "Risks relating to the Notes" in the section headed
"RISK FACTORS" in this Base Prospectus.

9

EMEA 126792872

Fiscal Agent, Principal
BNP Paribas Securities Services, Luxembourg Branch
Paying Agent,
Redenomination
Agent, Consolidation
Agent And
Calculation Agent in
respect of the English
Law Notes:
Paying Agents in
BNP Paribas Securities Services Corporate Trust Services
respect of the English
Citibank, N.A., London Branch
Law Notes:
Fiscal Agent, Principal
BNP Paribas Securities Services
Paying Agent,
Redenomination
Agent, Consolidation
Agent, Registration
Agent and Calculation
Agent in respect of the
French Law Notes:
Australian Agent in
Citigroup Pty Limited
respect of Australian
Law Notes
Method of Issue:
The Notes may be issued through an exempt offer or through a non-
exempt offer and in each case on a syndicated or non-syndicated basis.
The Notes will be issued in series (each a "Series") having one or more
issue dates and on terms otherwise identical (except for their respective
issue dates and/or issue prices and the first payment of interest), the
Notes of each Series being intended to be fungible or assimilated 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 will be set out in the Final Terms.
Currencies:
Subject to compliance with all relevant laws, regulations and directives,
the Notes may be denominated in any currency as may be agreed
between the Issuer and the relevant Dealer(s) as indicated in the Final
Terms.
Maturities:
Any maturity as indicated in the Final Terms subject to such minimum
or maximum maturities 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 Issuer or the relevant Specified Currency,
it being specified that the maturity of Subordinated Notes should be of
at least five (5) years after the Issue Date of such Subordinated Notes.
The Notes cannot be undated Notes.

10

EMEA 126792872