Bond Arca 1.2% ( FR0013341237 ) in EUR

Arca

100 % ⇌

France

FR0013341237 ( in EUR )

1.2% per year ( payment 1 time a year)

08/06/2028 - Bond has expired

Prospectus brochure of the bond Arkéa FR0013341237 in EUR 1.2%, expired

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The FR0013341237 bond, issued by the French financial group Arkéa, a prominent banking and insurance player, a EUR-denominated instrument originally issued in France, featured an annual interest rate of 1.2% with annual payments, and having reached its maturity date of June 8, 2028, was successfully redeemed at 100% of its par value, reflecting its market standing at the time of repayment.

Base Prospectus dated 9 April 2020

Arkéa Home Loans SFH
(duly licensed French specialised credit institution)
13,000,000,000
COVERED BOND PROGRAMME
for the issue of Obligations de Financement de l' Habitat
Under the Covered Bond Programme described in this Base Prospectus (the "Programme"), Arkéa Home Loans SFH (the "Issuer"), subject to compliance with all
relevant laws, regulations and directives, may from time to time issue covered bonds (obligations de financement de l'habitat) to be governed either by French law or
German law (respectively, the "French law Covered Bonds" or the "German law Covered Bonds" and, together, the "Covered Bonds"). The Issuer is licensed as a
specialised credit institution (établissement de crédit spécialisé) with the status of société de financement de l'habitat by the Autorité de contrôle prudentiel et de
résolution. All Covered Bonds will benefit from the statutory priority in right of payment over all the assets and revenues of the Issuer created by Article L. 513-11 of the
French Monetary and Financial Code (Code monétaire et financier) (the "Privilège"), as more fully described herein.
The aggregate nominal amount of the Covered Bonds outstanding will not at any time exceed 13,000,000,000 (or its equivalent in other currencies at the date of issue).
The minimum denomination of each Covered Bond admitted to trading on a Regulated Market (as defined below) in any member state of the European Economic Area
("EEA") (a "Member State") or in the United Kingdom in circumstances which require the publication of a prospectus under the Prospectus Regulation (as defined below)
will be 1,000 (or its equivalent in any other currency at the issue date), or such higher amount as may be allowed or required from time to time by the relevant monetary
authority or any laws or regulations applicable to the relevant Specified Currency (as defined in section "Terms and Conditions of the French law Covered Bonds Interest
and other Calculations" of this Base Prospectus). No offer to the public will be made under this Base Prospectus.
This Base Prospectus has been approved by the Commission de surveillance du secteur financier (the "CSSF"), as competent authority in Luxembourg under Regulation
2017/1129/EU dated 14 June 2017 (the "Prospectus Regulation"). The CSSF 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 nor of the quality of the
Covered Bonds that are the subject of this Base Prospectus. The CSSF has neither reviewed nor approved any information in relation to the German law Covered
Bonds. In the line with the provisions of Article 6(4) of the loi relative aux prospectus pour valeurs mobilières dated 16 July 2019, the CSSF assumes no responsibility as
to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. The approval given by the CSSF is not a favourable opinion on the
Issuer and on the quality of the Covered Bonds described in this Base Prospectus. Investors should make their own assessment on the opportunity to invest in such Covered
Bonds. This Base Prospectus is valid until 9 April 2021 and shall be completed by a supplement in the event of significant new factor, material mistake or material
inaccuracy. 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.
Application may be made to the Luxembourg Stock Exchange for the French law Covered Bonds issued under the Programme while this Base Prospectus is valid to be
listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated
market for the purposes of Directive 2014/65/UE dated 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by
the European Securities Markets Authority (the "ESMA") (each such market being a "Regulated Market"). The French law Covered Bonds issued under the Programme
may also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market in any Member State of the EEA. The relevant final terms
(the "Final Terms") (a form of which is contained herein) in respect of the issue of any French law Covered Bonds will specify whether or not such Covered Bonds will be
listed and admitted to trading on any market and, if so, the relevant market. The German law Covered Bonds will not be admitted to trading nor listed on any stock
exchange.
Covered Bonds will be issued on a continuous basis in series (each a "Series") having one or more issue dates and (except in respect of the first payment of interest) on
terms otherwise identical, the Covered Bonds of each Series being intended to be interchangeable with all other Covered Bonds of that Series. Each Series may be issued in
tranches (each a "Tranche") on different issue dates. The specific terms of each Series will be set forth in the Final Terms.
French law Covered Bonds may be issued either in dematerialised form ("Dematerialised Covered Bonds") or in materialised form ("Materialised Covered Bonds") as
more fully described herein.
Dematerialised Covered Bonds 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 Monetary and
Financial Code (Code monétaire et financier). No physical documents of title will be issued in respect of the Dematerialised Covered Bonds.
Dematerialised Covered Bonds may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France (acting
as central depositary) which shall credit the accounts of the Account Holders (as defined in section "Terms and Conditions of the French law Covered Bonds - Form,
Denomination and Title" of this Base Prospectus) including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, S.A.
("Clearstream"), or (ii) in registered form (au nominatif) and, in such a latter case, at the option of the relevant Bondholder (as defined in section "Terms and Conditions
of the French law Covered Bonds - Form, Denomination and Title" of this Base Prospectus), in either fully registered form (au nominatif pur), in which case they will be
inscribed in an account maintained by the Issuer or by a registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered form (au
nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Bondholder.
Materialised Covered Bonds will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest
coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Covered Bonds. Such Temporary Global Certificate will
subsequently be exchanged for definitive Materialised Covered Bonds with, where applicable, coupons for interest or talons attached (the "Definitive Materialised
Covered Bonds "), on or after a date expected to be on or about the fortieth (40th) day after the issue date of the Covered Bonds (subject to postponement as described in
section "Temporary Global Certificate in respect of Materialised Covered Bonds") upon certification as to non-U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common
depositary for Euroclear and 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(s) (as defined below). In the case of a Tranche which
is not intended to be cleared through Euroclear and/or Clearstream, the Covered Bonds of such Tranche cannot be listed on the Official List of the Luxembourg Stock
Exchange and traded on the Regulated Market of the Luxembourg Stock Exchange.
Covered Bonds to be issued under the Programme are expected on issue to be rated AAA by Fitch Ratings and Aaa by Moody's Investors Services Ltd (together, the
"Rating Agencies"). The rating of the relevant Covered Bonds will be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. As of the date of this Base Prospectus, the Rating Agencies
are established in the European Union and registered under Regulation (EU) no. 1060/2009 as amended by Regulation (EU) no. 513/2011 (the "CRA Regulation"), as
amended and included in the list of registered credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk).
German law Covered Bonds will be issued in materialised registered form only.
See section "Risk Factors" below for certain information relevant to an investment in the Covered Bonds to be issued under the Programme.

ARRANGER
WS0101.30821352.1

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CREDIT MUTUEL ARKÉA

PERMANENT DEALER
CREDIT MUTUEL ARKÉA
WS0101.30821352.1

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This Base Prospectus (together with all supplements thereto from time to time), constitutes a
base prospectus for the purposes of Article 8 of the Prospectus Regulation and contains or
incorporates by reference all relevant information concerning the Issuer 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 Issuer, as well as the base terms and conditions of the
French Law Covered Bonds to be issued under the Programme. The terms and conditions
applicable to each Tranche not contained or incorporated by reference herein (including,
without limitation, the aggregate nominal amount, issue price, redemption price thereof, and
interest, if any, payable thereunder) will be determined by the Issuer and the relevant Dealer(s)
at the time of the issue and will be set out in the relevant Final Terms.
This Base Prospectus is to be read and construed in conjunction with (i) any document and/or
information which is incorporated herein by reference in accordance with Article 27 of the Loi
relative aux prospectus pour valeurs mobilières dated 16 July 2019 implementing the Prospectus
Regulation in Luxembourg and Article 19 of the Prospectus Regulation (see section "Documents
Incorporated by Reference" below), (ii) any supplement thereto that may be published from
time to time and (iii) in relation to any Tranche of Covered Bonds, the relevant Final Terms.
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.
The Arranger and the Dealer(s) have not separately verified the information contained or
incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealer(s)
makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other information supplied in connection with the Programme (including
any information incorporated by reference) is 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 Dealer(s) that any recipient of this Base Prospectus or any other financial
statements should purchase the Covered Bonds. Each prospective investor in Covered Bonds
should determine for itself the relevance of the information contained or incorporated by
reference in this Base Prospectus and its purchase of Covered Bonds should be based upon such
investigation as it deems necessary. Neither the Arranger nor any of the Dealers 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 prospective investor in the
Covered Bonds of any information that may come to the attention of the Dealer(s) or the
Arranger. Any website included in the Base Prospectus are for information purposes only and
do not form part of the Base Prospectus.
No person is or 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 Covered Bonds and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer, the Arranger or the Dealer(s)
(as defined in section "General Description of the Programme" of this Base Prospectus). Neither
the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer
since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of Covered Bonds in certain
jurisdictions may be restricted by law. The Issuer, the Arranger and the Dealer(s) do not
WS0101.30821352.1

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represent that this Base Prospectus may be lawfully distributed, or that any Covered Bonds 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, no action has been
taken by the Issuer, the Arranger or the Dealer(s) which is intended to permit a public offering
of any Covered Bonds or distribution of this Base Prospectus in any jurisdiction where action
for that purpose is required other than in compliance with Article 1.4 of the Prospectus
Regulation. Accordingly, no Covered Bond may be offered or sold, directly or indirectly, and
neither this Base Prospectus nor any 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 Covered Bonds may
come must inform themselves about, and observe, any such restrictions on the distribution of
this Base Prospectus and the offering and sale of Covered Bonds.
The Covered Bonds have not been and will not be registered under the U.S. 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 and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the
Securities Act ("Regulation S") except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The Covered Bonds may include
Materialised Covered Bonds in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, the Covered Bonds may not be offered or sold or, in the case of
Materialised Covered Bonds in bearer form, delivered within the United States or, in the case of
certain Materialised Covered Bonds in bearer form, to, or for the account or benefit of, United
States persons as defined in the U.S. Internal Revenue Code of 1986, as amended (the "Code").
The Covered Bonds are being offered and sold outside the United States in offshore transactions
in reliance on Regulation S.
For a description of these and certain further restrictions on offers, sales and transfers of
Covered Bonds and on distribution of this Base Prospectus, see section "Subscription and Sale".
Persons into whose possession this Base Prospectus or any Covered Bonds may come, are
required by the Issuer, the Dealer(s) and the Arranger to inform themselves about and to
observe any such restriction on the distribution of this Base Prospectus and the offering and sale
of Covered Bonds. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Covered Bonds in the United States of America, Japan, the
EEA (including France, Italy and the Netherlands) and the United Kingdom.
MiFID II product governance / target market The Final Terms in respect of any Covered
Bonds will include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Covered Bonds, taking into account the five (5)
categories referred to in item 18 of the Guidelines published by the ESMA on 5 February 2018,
and which channels for distribution of the Covered Bonds are appropriate. Any person
subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU, as amended ("MiFID II") is responsible for undertaking its own target market
assessment in respect of the Covered Bonds (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 Covered Bonds is a manufacturer in respect
of such Covered Bonds, but otherwise neither the Arranger nor the Dealer(s) nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
WS0101.30821352.1

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PRIIPs / IMPORTANT - EEA AND UK RETAIL INVESTORS - If the Final Terms in respect
of any Covered Bonds include a legend entitled "Prohibition of Sales to EEA Retail Investors",
the Covered Bonds 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. 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 2016/97/EU, 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, as amended (the "PRIIPs Regulation") for offering
or selling the Covered Bonds or otherwise making them available to retail investors in the EEA
or in the United Kingdom has been prepared and therefore offering or selling the Covered
Bonds or otherwise making them available to any retail investor in the EEA or in the United
Kingdom may be unlawful under the PRIIPS Regulation.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the Arranger or the Dealer(s) to subscribe for, or purchase, any Covered Bonds.
None of the Arranger, the Dealer(s) or the Issuer makes any representation to any prospective
investor on the Covered Bonds regarding the legality of its investment under any applicable
laws. Any prospective investor in the Covered Bonds should be able to bear the economic risk of
an investment in the Covered Bonds for an indefinite period of time.
Prospective purchasers of Covered Bonds should ensure that they understand the nature of the
relevant Covered Bonds and the extent of their exposure to risks and that they consider the
suitability of the relevant Covered Bonds as an investment in the light of their own
circumstances and financial condition. Covered Bonds involve a high degree of risk and
potential investors should be prepared to sustain a total loss of the purchase price of their
Covered Bonds. For more information, see section "Risk Factors".
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references
to "", "Euro", "euro" and "EUR" are to the lawful currency of the member states of the
European Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union and as
amended by the Treaty of Amsterdam, references to "Sterling" are to the lawful currency of the
United Kingdom, references to "U.S. Dollar" are to the lawful currency of the United States of
America, references to "Yen" are to the lawful currency of Japan and references to "Swiss
Francs" are to the lawful currency of Switzer land.
In this Base Prospectus, any references to "euro equivalent" means the euro equivalent amount
of the relevant amount denominated in the Specified Currency (as defined in Section "Terms
and Conditions of the French law Covered Bonds" of this Base Prospectus), provided that, if any
Borrower Advance is denominated in a Specified Currency and the Issuer and the Borrower
have agreed in advance the foreign exchange rate that will be applicable, in the final terms for
the related Borrower Advance, then the amount of Eligible Assets that will be required to be
granted by the Collateral Providers in accordance with the relevant terms of the Collateral
Security Agreement, as security for the repayment of such Borrower Advance and which shall
secure the "euro equivalent" amount of such Borrower Advance, shall be calculated using the
above mentioned pre-agreed foreign exchange rate.
WS0101.30821352.1

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TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................... 7
RISK FACTORS .................................................................................................................................. 15
IMPORTANT CONSIDERATIONS .................................................................................................. 45
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS47
STRUCTURE DIAGRAM .................................................................................................................. 48
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 49
TERMS AND CONDITIONS OF THE FRENCH LAW COVERED BONDS ............................. 53
USE OF PROCEEDS ........................................................................................................................... 93
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED COVERED
BONDS .......................................................................................................................................... 94
THE ISSUER ........................................................................................................................................ 96
SUMMARY OF THE SFH LEGAL FRAMEWORK AND OTHER LEGAL ISSUES .............. 106
MATERIAL CONTRACTS .............................................................................................................. 114
ASSET MONITORING ..................................................................................................................... 125
CASH FLOW ...................................................................................................................................... 136
ORIGINATION OF THE HOME LOANS ..................................................................................... 142
FORM OF FINAL TERMS............................................................................................................... 145
[ANNEX - ISSUE SPECIFIC SUMMARY] .................................................................................... 161
SUBSCRIPTION AND SALE ........................................................................................................... 162
GENERAL INFORMATION ........................................................................................................... 166
FORWARD LOOKING STATEMENTS ........................................................................................ 169
SUPPLEMENT TO THE BASE PROSPECTUS ............................................................................ 170
INDEX OF DEFINED TERMS ........................................................................................................ 171

WS0101.30821352.1

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GENERAL DESCRIPTION OF THE PROGRAMME
Words and expressions defined in the section entitled "Terms and Conditions of the French law
Covered Bonds" below shall have the same meanings in this section. Unless otherwise specified, the
expression "Covered Bonds" shall include the French law Covered Bonds and the German law
Covered Bonds to the extent permitted by the terms and conditions applicable to the French law
Covered Bonds and the German law Covered Bonds, as applicable.
1.
THE PARTIES UNDER THE PROGRAMME
Issuer:
Arkéa Home Loans SFH, a limited liability company (société
anonyme) incorporated under French law and duly licensed
French specialised credit institution (établissement de crédit
spécialisé) with the status of société de financement de l'habitat
(see section "The Issuer").
Arranger:
Crédit Mutuel Arkéa.
Administrator, Borrower,

Issuer Accounts Bank,

Issuer Calculation Agent,

Collateral Security Agent,

Cash Collateral Provider:
Crédit Mutuel Arkéa.
Crédit Mutuel Arkéa

Group:
Crédit Mutuel Arkéa, the Crédit Mutuel Entities and any Other
Entity.
Dealer(s):
Crédit Mutuel Arkéa.
The Issuer may from time to time terminate the appointment of
any Dealer under the Programme or appoint additional dealers
either in respect of one or more Tranches or in respect of the
whole Programme. References in this Base Prospectus to
"Permanent Dealer(s)" are to Crédit Mutuel Arkéa as Dealer
and to any such additional persons that are appointed as dealers
in respect of the whole Programme (and whose appointment has
not been terminated) and references to "Dealer(s)" are to all
Permanent Dealers and any such persons appointed as a dealer in
respect of one or more Tranches.
Fiscal Agent, Principal

Paying Agent, Paris Paying
Agent and Calculation

Agent in respect of the

French law Covered
Bonds:
BNP Paribas Securities Services.
Luxembourg Listing Agent

in respect of the French
law Covered Bonds:
BNP Paribas Securities Services, Luxembourg Branch.
WS0101.30821352.1

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Rating Agencies:
Fitch Ratings and Moody's Investors Services Ltd
Asset Monitor:
Deloitte & Associés
Specific Controller:
Cailliau Dedouit et Associés
Substitute Specific

Controller:
Mr. Rémi Savournin
2.
THE PROGRAMME

Description:
Programme for the continuous offer of Covered Bonds called
"obligations de financement de l'habitat" within the meaning of
Article L. 513-30 of the French Monetary and Financial Code
(Code monétaire et financier), the principal and interest of which
benefit from the Privilège (statutory priority in right of payment)
created by Article L. 513-11 of the French Monetary and
Financial Code (Code monétaire et financier). See section
"Summary of the SFH Legal Framework".
Programme Limit:
Up to 13,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate nominal amount of Covered Bonds
outstanding at any one time.
Method of Issue:
The Covered Bonds may be distributed on a syndicated or non-
syndicated basis. The Covered Bonds will be issued in series
(each a "Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of the first
payment of interest), the Covered Bonds of each Series being
intended to be interchangeable with all other Covered Bonds of
that Series.
Issuable in Series;

Tranches:
The Covered Bonds will be issued in Series. Each Series may be
issued in Tranches on the same or different issue dates.
The specific terms of each Tranche (including, without
limitation, the aggregate nominal amount, issue price,
redemption price thereof, and interest, if any, payable
thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the Final
Terms of such Tranche.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, the Covered Bonds may have any maturity as
specified in the relevant Final Terms (the "Final Maturity
Date"), subject to such minimum maturity as may be required by
the applicable legal and/or regulatory requirements.
An extended final maturity date (the "Extended Final Maturity
Date") may be specified in the relevant Final Terms of a Series
of Covered Bonds in accordance with the applicable Conditions,
each such Covered Bonds being referred to as "Soft Bullet
WS0101.30821352.1

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Covered Bonds".
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Covered Bonds may be issued in Euro, Sterling,
U.S. dollars, Yen, Swiss Francs and, subject to prior Rating
Affirmation (as defined below), in any other currency agreed
between the Issuer and the relevant Dealer(s).
Denomination(s):
The Covered Bonds will be issued in the Specified
Denomination(s) (as defined herein) set out in the relevant Final
Terms, provided that all Covered Bonds admitted to trading on a
Regulated Market in a Member State of the European Union in
circumstances which require the publication of a prospectus
under the Prospectus Regulation, shall have a minimum
denomination of 1,000 (or its equivalent in any other currency
at the time of issue) or such higher amount as may be allowed or
required from time to time in relation to the relevant Specified
Currency. Dematerialised Covered Bonds will be issued in one
(1) denomination only.
Status:
Subject to the Priority Payment Orders, the Covered Bonds and,
where applicable, any related Coupons will constitute direct,
unconditional, unsubordinated and privileged obligations of the
Issuer and will rank pari passu without any preference among
themselves and equally and rateably with all other present and
futur obligations (included the Covered Bonds of all other
Series) and other resources raised by the Issuer benefiting from
the Privilège. The Covered Bonds are issued under Articles
L. 513-28 to L. 513-32 of the French Monetary and Financial
Code (Code monétaire et financier). Holders of Covered Bonds
benefit from the Privilège (priority in right of payment) provided
for in Article L. 513-11 of the French Monetary and Financial
Code (Code monétaire et financier) over all the assets and
revenues of the Issuer.
See Condition 5(b) under section "Terms and Conditions of the
French law Covered Bonds".
Negative Pledge:
There will be a negative pledge as set out in Condition 5(a)
under section "Terms and Conditions of the French law
Covered Bonds".
Issuer Event of Default:
Under certain circumstances, subject to the legal framework
applicable to a société de financement de l'habitat ("SFH"),
upon the occurrence of an Issuer Event of Default (as set out in
Condition 10 under section "Terms and Conditions of the
French law Covered Bonds"), the Representative or holders of
any series of the French law Covered Bonds or holders of a
German law Covered Bond may be able to cause the principal
amount of all Covered Bonds of such Series or such German law
Covered Bond to become immediately due and payable (but
subject to the relevant Priority Payment Order), together with
any accrued interest thereon, as of the date on which the notice
for payment is received by the Fiscal Agent.
WS0101.30821352.1

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Redemption Amount:
Subject to any laws and regulations applicable from time to time
and unless previously redeemed, purchased and cancelled as
provided in the Terms and Conditions of the Covered Bonds or
their maturity is extended, the Covered Bonds will be redeemed
at their Final Maturity Date at their Final Redemption Amount
(which is its nominal amount).
Optional Redemption:
The Final Terms issued in respect of each Tranche will state
whether such Covered Bonds may be redeemed prior to their
stated maturity at the option of the Issuer (either in whole or in
part) and/or the Bondholders, and if so the terms applicable to
such redemption.
Early Redemption:
Except as provided in section "Optional Redemption" above,
Covered Bonds will be redeemable at the option of the Issuer
prior to their stated maturity only for tax reasons (as provided in
Condition 7(f)) or illegality (as provided in Condition 7(g)).
Taxation:
All payments of principal and interest and other revenues to be
made by or on behalf of the Issuer in respect of the Covered
Bonds shall be made free and clear of, and without withholding
or deduction for, any taxes, duties, assessments or governmental
charges of whatever nature imposed, levied, collected, withheld
or assessed by or within France or any authority therein or
thereof having power to tax, unless such withholding or
deduction is required by law. If such a withholding or deduction
is required by the French law, the Issuer will have to gross-up its
payments to the fullest extent then permitted by law and subject
to certain exceptions.
Interest Periods and

Interest Rates:
The length of the interest periods for the Covered Bonds and the
applicable interest rate or its method of calculation may differ
from time to time or be constant for any Series. The Covered
Bonds may have a maximum interest rate, a minimum interest
rate or both. The use of interest accrual periods permits the
Covered Bonds to bear interest at different rates in the same
interest period. All such information (except the method of
calculation) will be set out in the relevant Final Terms.
Fixed Rate Covered Bonds:
Fixed interest will be payable in arrears on the date or dates in
each year specified in the relevant Final Terms.
Floating Rate Covered

Bonds:
Floating Rate Covered Bonds will bear interest determined
separately for each Series as follows:
(a) on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2006
ISDA Definitions published by the International Swaps and
Derivatives Association, INC., and as amended and updated
as at the issue date of the first Tranche of the Covered
Bonds of the relevant Series, or
WS0101.30821352.1

Document Outline

#6">GENERAL DESCRIPTION OF THE PROGRAMME 7
#6">RISK FACTORS 15
#6">important considerations 45
#6">PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS 47
#6">STRUCTURE DIAGRAM 48
#6">DOCUMENTS INCORPORATED BY REFERENCE 49
#6">TERMS AND CONDITIONS OF THE FRENCH LAW COVERED BONDS 53
#6">USE OF PROCEEDS 93
#6">TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED COVERED BONDS 94
#6">THE ISSUER 96
#6">summary of the sfh legAL Framework and other legal issues 106
#6">MATERIAL CONTRACTS 114
#6">ASSET MONITORING 125
#6">CASH FLOW 136
#6">ORIGINATION OF THE HOME LOANS 142
#6">FORM OF FINAL TERMS 145
#6">[ANNEX - ISSUE SPECIFIC SUMMARY] 161
#6">SUBSCRIPTION AND SALE 162
#6">GENERAL INFORMATION 166
#6">FORWARD LOOKING STATEMENTS 169
#6">SUPPLEMENT TO THE BASE PROSPECTUS 170
#6">INDEX OF DEFINED TERMS 171
- #132">(a) P-1 (short-term) by Moody's;
- #132">(b) F1 (short-term) or A- (long term) by Fitch.
- #164">(a) the expression "retail investor" means a person who is one (or more) of the following:
  - #164">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
  - #164">(ii) a customer within the meaning of Directive 2016/97/EU, 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
  - #164">(iii) not a qualified investor as defined in the Prospectus Regulation; and
- #164">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Covered Bo...