Bond Arca 0.125% ( FR0013433281 ) in EUR

Arca

100 % ▲

France

FR0013433281 ( in EUR )

0.125% per year ( payment 1 time a year)

12/07/2029 - Bond has expired

Prospectus brochure of the bond Arkéa FR0013433281 in EUR 0.125%, expired

ARK: Survival Evolved is a multiplayer survival game where players must tame, breed, and ride dinosaurs and other prehistoric creatures to survive on an island filled with dangers.

The Bond issued by Arca ( France ) , in EUR, with the ISIN code FR0013433281, pays a coupon of 0.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 12/07/2029

Base Prospectus dated 18 May 2021

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") 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 in relation 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).
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, as amended (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 18 May 2022 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 syndicated or non-syndicated basis, in series (each a "Series") having one or more issue dates and on terms otherwise identical (or
identical save as to the issue date, issue price, first payment of interest and nominal amount of the Tranche), 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 the same or different issue dates. The specific
terms of each Tranche 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 relevant 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 Ireland Limited and Aaa by Moody's France S.A.S. (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, each of the Rating
Agencies is established in the European Union and registered under Regulation (EU) no. 1060/2009 as amended (the "CRA Regulation") and is 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
WS0101.32673380.1

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CREDIT MUTUEL ARKÉA

PERMANENT DEALER
CREDIT MUTUEL ARKÉA
WS0101.32673380.1

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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 8.1 of the Prospectus Regulation and contains or
incorporates by reference all relevant information concerning the Issuer which is material to an
investor for making 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.
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
represent that this Base Prospectus may be lawfully distributed, or that any Covered Bonds may
WS0101.32673380.1

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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.
WS0101.32673380.1

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UK MiFIR product governance / target market The Final Terms in respect of any Covered
Bonds will include a legend entitled "UK MiFIR Product Governance" which will outline the
target market assessment in respect of the Covered Bonds 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 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 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 UK
MiFIR 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
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK
MIFIR Product Governance Rules.
PRIIPs / IMPORTANT - EEA 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. 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 has been prepared and
therefore offering or selling the Covered Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.
UK PRIIPs REGULATION PROHIBITION OF SALES TO UK RETAIL INVESTORS If
the Final Terms in respect of any Covered Bonds include a legend entitled "Prohibition of Sales
to UK Retail Investors" as "Applicable", 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 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 (8) of Article 2 of
Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing MiFID II as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the
FSMA to implement the Insurance Distribution Directive, 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 of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments 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. Consequently no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Covered Bonds or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Covered
Bonds or otherwise making them available to any retail investor in the UK may be unlawful
under the UK 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.
WS0101.32673380.1

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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 Switzerland.
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.
WS0101.32673380.1

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TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................... 8
RISK FACTORS .................................................................................................................................. 16
IMPORTANT CONSIDERATIONS .................................................................................................. 47
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS49
STRUCTURE DIAGRAM .................................................................................................................. 50
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 51
TERMS AND CONDITIONS OF THE FRENCH LAW COVERED BONDS ............................. 56
USE OF PROCEEDS ........................................................................................................................... 96
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED COVERED
BONDS .......................................................................................................................................... 97
THE ISSUER ........................................................................................................................................ 99
SUMMARY OF THE SFH LEGAL FRAMEWORK AND OTHER LEGAL ISSUES .............. 109
MATERIAL CONTRACTS .............................................................................................................. 117
ASSET MONITORING ..................................................................................................................... 128
CASH FLOW ...................................................................................................................................... 139
ORIGINATION OF THE HOME LOANS ..................................................................................... 145
FORM OF FINAL TERMS............................................................................................................... 148
[ANNEX - ISSUE SPECIFIC SUMMARY] .................................................................................... 167
SUBSCRIPTION AND SALE ........................................................................................................... 168
GENERAL INFORMATION ........................................................................................................... 173
FORWARD LOOKING STATEMENTS ........................................................................................ 176
SUPPLEMENT TO THE BASE PROSPECTUS ............................................................................ 177
INDEX OF DEFINED TERMS ........................................................................................................ 178

WS0101.32673380.1

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GENERAL DESCRIPTION OF THE PROGRAMME
The following general description does not purport to be complete and is taken from, and is qualified
in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of
any particular Tranche of Covered Bonds the relevant Final Terms.
This section "General Description of the Programme" constitutes a general description of the
Programme for the purposes of Article 25.1(b) of Commission Delegated Regulation (EU) 2019/980 of
14 March 2019. It does not, and is not intended to, constitute a summary of this Base Prospectus
within the meaning of Article 7 of the Prospectus Regulation, or any implementing regulation thereof.
Words and expressions defined in the section entitled "Terms and Conditions of the 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.
WS0101.32673380.1

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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.
Rating Agencies:
Fitch Ratings Ireland Limited and Moody's France S.A.S.
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"), 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 having one or more
issue dates and on terms otherwise identical (or identical save as
to the issue date, issue price, first payment of interest and
nominal amount of the Tranche). Each Series may be issued in
Tranches on the same or different issue dates.
The specific terms of each Tranche (including, without
limitation, the 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
WS0101.32673380.1

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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
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 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) Specified Denomination only.
Status:
Subject to the Priority Payment Orders, the principal and interest
of the Covered Bonds and, where applicable, any related
Coupons will constitute direct, unconditional, unsubordinated
and privileged obligations of the Issuer and rank 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"),
WS0101.32673380.1