Obbligazione Arca 0.1% ( FR0013452778 ) in EUR

Arca

100 EUR ⇌

Francia

FR0013452778 ( in EUR )

0.1% per anno ( pagato 1 volta l'anno)

11/10/2029 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Arkéa FR0013452778 in EUR 0.1%, scaduta

ARK: Survival Evolved è un videogioco d'azione-avventura a mondo aperto di sopravvivenza, caratterizzato da dinosauri e creature preistoriche.

The Obbligazione issued by Arca ( France ) , in EUR, with the ISIN code FR0013452778, pays a coupon of 0.1% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 11/10/2029

Base Prospectus dated 26 November 2018

Arkéa Public Sector SCF
(société de crédit foncier duly licensed as a French specialised credit institution)
10,000,000,000 Euro Medium Term Note Programme
for the issue of obligations foncières and other privileged notes
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Arkéa
Public Sector SCF (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
French law obligations foncières or German law registered notes (Namensschuldverschreibungen), as specified in the relevant Final Terms
(as defined below) (respectively, the "French law Privileged Notes" and the "German law Privileged Notes" and together, the "Privileged
Notes"), benefiting from the statutory priority right of payment (privilège) created by article L.513-11 of the French Code monétaire et
financier (the "French Monetary and Financial Code"), as more fully described herein.
The aggregate nominal amount of all Privileged Notes outstanding under the Programme will not at any time exceed 10,000,000,000 (or its
equivalent in other currencies at the date of issue of any Privileged Notes).
Application for approval of this Base Prospectus has been made to the Commission de surveillance du secteur financier (the "CSSF") in its
capacity as competent authority in Luxembourg under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as
amended which implements Directive 2003/71/EC of the European Parliament and of the Council dated 4 November 2003 on the prospectus
to be published when securities are offered to the public or admitted to trading, as amended (the "Prospectus Directive"). By approving this
Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the Privileged Notes and the quality or
solvency of the Issuer. Application may be made to (i) the Luxembourg Stock Exchange for French law Privileged Notes issued under the
Programme during a period of twelve (12) months after the date of the approval of this Base Prospectus 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 and/or (ii) to the
competent authority of any other member state of the European Economic Area ("EEA") for French law Privileged Notes issued under the
Programme to be admitted to trading on a Regulated Market (as defined below) in such member state. The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU dated 15 May 2014 on markets in financial
instruments, as amended ("MiFID II"), appearing on the list of regulated markets of the European Securities and Markets Authority (each a
"Regulated Market"). French law Privileged Notes may also be unlisted or listed and admitted to trading on any other market and/or offered
to the public in any member state of the EEA. The relevant final terms in respect of the issue of any Privileged Notes (the "Final Terms")
will specify whether or not French law Privileged Notes will be listed and admitted to trading on any market and/or offered to the public in
any member state of the EEA and, if so, the relevant market and/or the relevant member states of the EEA where such French law Privileged
Notes will be offered to the public. The German law Privileged Notes will not be admitted to trading nor listed on any market or stock
exchange and will not be offered to the public in any jurisdiction. The approval by the CSSF of this Base Prospectus is only applicable
for French law Privileged Notes to be listed and/or admitted to trading on a Regulated Market and/or offered to the public, and is
not relevant, in any case, for German law Privileged Notes, as German law Privileged Notes will not be listed or admitted to trading
on any stock exchange or market, nor offered to the public. French law Privileged Notes may be issued either in dematerialised form
("Dematerialised Privileged Notes") or in materialised form ("Materialised Privileged Notes") as more fully described herein.
Dematerialised Privileged 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 Monetary and Financial Code. No physical documents of title will be issued in respect of the Dematerialised Privileged Notes.
Dematerialised Privileged Notes may, at the option of the Issuer, be (i) in bearer dematerialised 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 Privileged Notes - Form, Denomination and Title") including Euroclear Bank SA/NV
("Euroclear") and the depositary bank for Clearstream Banking, S.A. ("Clearstream"), or (ii) in registered dematerialised form (au
nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in section "Terms and Conditions of the French law
Privileged Notes - Definitions"), in either fully registered dematerialised 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 dematerialised form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders
designated by the relevant Noteholder.
Materialised Privileged Notes 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
Privileged Notes. Such Temporary Global Certificate will subsequently be exchanged for definitive Materialised Privileged Notes with,
where applicable, coupons for interest or talons attached (the "Definitive Materialised Privileged Notes"), on or after a date expected to be
on or about the fortieth (40th) calendar day after the issue date of the French law Privileged Notes (subject to postponement as described in
section "Temporary Global Certificate in respect of Materialised Privileged Notes") 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 (as defined in section "Terms and Conditions
of the French law Privileged Notes") 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 notably through Euroclear and/or
Clearstream, the French law Privileged Notes 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.
German law Privileged Notes will be issued in materialised registered and definitive form only, as more fully described in the amended and
restated agency agreement dated the date thereof. German law Privileged Notes will not be deposited with a central depositary and cannot be
transferred or cleared via a clearing system.
Privileged Notes issued under the Programme are expected to be rated AAA by S&P Global Ratings ("S&P") and Aaa by Moody's Investors
Service Ltd ("Moody's" and, together with S&P, the "Rating Agencies"). The credit ratings of the Privileged Notes will be specified in the
relevant Final Terms. Each of the Rating Agencies is established in the European Union, registered under Regulation (EC) no. 1060/2009 of

the European Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the "CRA Regulation") and
included in the list published on the European Securities and Markets Authority's website (http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs) as of the date of this Base Prospectus in accordance with the CRA Regulation. A credit rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, change or withdrawal by the assigning rating agency, at any time and without
prior notice.
See section "Risk Factors" below for certain information relevant to an investment in the Privileged Notes to be issued under the
Programme.

ARRANGER AND PERMANENT DEALER
CRÉDIT AGRICOLE CIB
PERMANENT DEALER
CRÉDIT MUTUEL ARKÉA

This Base Prospectus (together with any supplement thereto that may be published from time to time)
constitutes a base prospectus for the purposes of article 5.4 of the Prospectus Directive and contains or
incorporates by reference all relevant information concerning Arkéa Public Sector SCF (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 Privileged Notes to be issued under the Programme. The terms and conditions applicable
to each Tranche (as defined in section "General Description of the Programme") not contained 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) (the
"Dealer(s)") at the time of the issue and will be set out in the relevant Final Terms. References to the
Dealers are to the Permanent Dealers and all persons appointed as a dealer in respect of one (1) or more
tranches of French law Privileged Notes.
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 15 of the Loi relative aux prospectus
pour valeurs mobilières dated 10 July 2005 implementing the Prospectus Directive in Luxembourg, as
amended (see section "Documents incorporated by Reference" below), (ii) any supplement thereto that may
be published from time to time, together with any document incorporated by reference therein and (iii) in
relation to any Tranche of Privileged Notes, the relevant Final Terms.
This Base Prospectus (together with any supplement thereto that may be published from time to time)
may only be used for the purposes for which it has been published.
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 Privileged Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer, the arranger (the "Arranger") or any of the Dealers. 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 offer or sale of Privileged Notes may be restricted by law
in certain jurisdictions. The Issuer, the Arranger and the Dealers do not represent that this Base
Prospectus may be lawfully distributed, or that any Privileged Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to
an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer, the Arranger or the Dealers which is
intended to permit a public offering of any Privileged Notes or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Privileged Note may be offered or
sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Privileged Notes may come are required by the Issuer, the Arranger and the Dealers to
inform themselves of, and to observe any such restrictions on the distribution of this Base Prospectus and
the offering and sale of Privileged Notes. In particular, there are restrictions on the distribution of this
Base Prospectus and the offer or sale of Privileged Notes in the United States of America, Japan or the
EEA (including France, Italy, the Netherlands, the United Kingdom and the Federal Republic of
Germany) (see section "Subscription and Sale").
The Privileged 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, subject to certain exceptions, may not be offered or sold
within the United States of America or to, or for the account or benefit of, U.S. persons as defined in
Regulation S under the Securities Act ("Regulation S"). The Privileged Notes may include Materialised
Privileged Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, the Privileged Notes may not be offered or sold or, in the case of Materialised Privileged Notes
in bearer form, delivered within the United States of America or, in the case of certain Materialised
Privileged Notes 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 Privileged Notes are being offered and sold
outside the United States of America to non-U.S. persons in reliance on Regulation S.
3

This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers in France.
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 Privileged Notes.
The Arranger and the Dealers have not separately verified the information contained or incorporated by
reference in this Base Prospectus. Neither the Arranger nor any of the Dealers makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of
the information contained or incorporated by reference in this Base Prospectus. Neither this Base
Prospectus nor any other information supplied in connection with the Programme (including any
information incorporated by reference herein) 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
Dealers that any recipient of this Base Prospectus or any other financial statements should purchase the
Privileged Notes. Each potential investor in Privileged Notes should determine for itself the relevance of
the information contained or incorporated by reference in this Base Prospectus and its purchase of
Privileged Notes should be based upon such investigation as it deems necessary. Neither the Arranger nor
any of the Dealers undertake to review the financial or general condition of the Issuer during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in
the Privileged Notes of any information that may come to the attention of any of the Dealers or the
Arranger. Any websites referred to in the Base Prospectus are for information purposes only and do not
form part of the Base Prospectus.
None of the Dealers or the Issuer makes any representation to any investor in the Privileged Notes
regarding the legality of its investment under any applicable laws. Any investor in the Privileged Notes
should be able to bear the economic risk of an investment in the Privileged Notes for an indefinite period
of time.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Privileged Notes will include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Privileged Notes, 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 Privileged Notes are appropriate. Any person subsequently offering, selling or
recommending the Privileged Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to Directive 2014/65/EU ("MiFID II") is responsible for
undertaking its own target market assessment in respect of the Privileged 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 II
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance
Rules"), any Dealer subscribing for any Privileged Notes is a manufacturer in respect of such Privileged
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 II Product Governance Rules.
PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Final
Terms in respect of any Privileged Note include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Privileged 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. 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; or (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 Directive. Consequently, no
key information document required by Regulation (EU) no. 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Privileged Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Privileged Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"Euro", "euro", "EUR" or "" 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, references to "£", "GBP", "pounds sterling" and "Sterling" are to the lawful
currency of the United Kingdom, references to "$", "USD" and "U.S. Dollar" are to the lawful currency
of the United States of America, references to "¥", "Yen", "yen" and "JPY" and are to the lawful
currency of Japan and references to "CHF" and "Swiss Francs" are to the lawful currency of the Helvetic
Confederation.
4

TABLE OF CONTENTS
Page

SUMMARY ............................................................................................................................... 6
RÉSUMÉ .................................................................................................................................. 26
RISK FACTORS ...................................................................................................................... 47
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS ......................... 66
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................... 68
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................... 75
DOCUMENTS INCORPORATED BY REFERENCE ........................................................... 76
TERMS AND CONDITIONS OF THE FRENCH LAW PRIVILEGED NOTES .................. 78
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED
PRIVILEGED NOTES .......................................................................................................... 104
USE OF PROCEEDS ............................................................................................................. 105
MAIN FEATURES OF THE LEGISLATION AND REGULATIONS RELATING TO
SOCIÉTÉS DE CRÉDIT FONCIER ....................................................................................... 106
DESCRIPTION OF THE ISSUER ........................................................................................ 109
MATERIAL CONTRACTS AND RELATIONSHIP BETWEEN ARKÉA PUBLIC SECTOR
SCF AND CRÉDIT MUTUEL ARKÉA ................................................................................ 119
FORM OF FINAL TERMS.................................................................................................... 120
TAXATION ............................................................................................................................ 144
SUBSCRIPTION AND SALE ............................................................................................... 147
GENERAL INFORMATION ................................................................................................. 152
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE
PROSPECTUS ....................................................................................................................... 155
5

SUMMARY
This summary is provided for the purposes of the issue by the Issuer of French law Privileged Notes with a
denomination of less than 100,000 (or its equivalent in any other currency at the time of issue). Investors in
French law Privileged Notes with a denomination of at least 100,000 (or its equivalent in any other currency at
the time of issue) should not rely on this summary in any way and the Issuer accepts no liability to such investors
with respect to this summary.
***
This summary is made up of disclosure requirements known as "Elements" the communication of which is
required by Annex XXII of Regulation EC/809/2004 of the Commission dated 29 April 2004, as amended. These
Elements are numbered in Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence
of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the summary with the mention "Not Applicable".
Section A - Introduction and warning
A.1
General
This summary must be read as an introduction to the Base Prospectus.
disclaimer
Any decision to invest in the French law Privileged Notes should be based on
regarding the
consideration of the Base Prospectus as a whole by the investor.
summary
Where a claim relating to information contained in the Base Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
member State, have to bear the costs of translating the Base Prospectus and the
relevant Final Terms (together, the "Prospectus") before the legal proceedings are
initiated.
Civil liability attaches only to those persons who have tabled the summary, including
any translation thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Prospectus or if it does
not provide, when read together with the other parts of the Prospectus, key
information in order to aid investors when considering whether to invest in the
French law Privileged Notes.
A.2
Information
[Not Applicable. There is no non-exempt offer of the French law Privileged Notes.] /

regarding
[Subject to the conditions set out in the next paragraph, the Issuer consents to the use
consent by the
of the Prospectus in connection with offers of the French law Privileged Notes in
Issuer to the use
circumstances where there is no exemption from the requirement to publish a
of the
prospectus (a "Non-exempt Offer") under Directive 2003/71/EC of the European
Prospectus
Parliament and of the Council dated 4 November 2003, as amended (the
"Prospectus Directive").
In the context of a Non-exempt Offer, the Issuer consents to the use of the
Prospectus for subsequent resale or final placement of the French law Privileged
Notes by financial intermediaries, subject to the following conditions:
the consent is solely given during the offer period from [·] (
-
offer period for
the issue to be specified there) (the "Offer Period");
the consent only extends to the use of the Prospectus in [France /
-
Luxembourg]; and
the consent is solely given to [[·] (
-
name of financial intermediary(ies) duly
authorised to be specified there)] / [any financial intermediary which
satisfies the following conditions: (a) acts in accordance with all applicable
laws, rules, regulations and recommendations of any applicable regulatory
bodies (the "Rules"), from time to time including, without limitation and in
each case, Rules relating to both the appropriateness or suitability of any
investment in the French law Privileged Notes by any person and disclosure
6

to any potential investor; (b) complies with the restrictions set out under the
section headed "
Subscription and Sale" in the Base Prospectus which would
apply as if it were a dealer appointed under the 10,000,000,000 Euro
Medium Term Note Programme (the "Programme") or for a specific issue;
(c) complies with the relevant manufacturer's target market assessment and
distribution channels identified under the "MiFID II product governance"
legend set out in the applicable Final Terms; (d) ensures that any fee (and
any commissions or benefits of any kind) received or paid by that financial
intermediary in relation to the offer or sale of the French law Privileged
Notes is fully and clearly disclosed to investors or potential investors; (e)
holds all licences, consents, approvals and permits required in connection
with solicitation of interest in, or offers or sales of, the French law
Privileged Notes under the Rules; (f) retains investor identification records
for at least the minimum period required under applicable Rules, and shall,
if so requested, make such records available to the relevant Dealer(s) (as
defined below) and the Issuer or directly to the appropriate authorities with
jurisdiction over the Issuer and/or the relevant Dealer(s) in order to enable
the Issuer and/or the relevant Dealer(s) to comply with the Rules relating to
anti-money laundering, prevention of corruption and "know your client"
rules applying to the Issuer and/or the relevant Dealer(s); (g) does not,
directly or indirectly, cause the Issuer or the relevant Dealer(s) to breach
any Rule or any requirement to obtain or make any filing, authorisation or
consent in any jurisdiction; and (h) satisfies any further conditions specified
in the relevant Final Terms] (each an "Authorised Offeror").
The information relating to the terms and conditions of the Non-exempt Offer
shall be provided to investors by the relevant Authorised Offeror at the time of
the Non-exempt Offer.]
Section B Issuer
B.1
Legal and
Arkéa Public Sector SCF (the "Issuer")
commercial
name of the
Issuer
B.2
Domicile and
The Issuer is a French limited liability company (société anonyme) whose registered
legal form of the
office is located at 1, rue Louis Lichou - 29480 Le Relecq-Kerhuon France,
Issuer,
licensed as a specialised credit institution (établissement de crédit spécialisé) by the
legislation
Autorité de contrôle prudentiel et de résolution and has adopted the status of société
under which the
de crédit foncier.
Issuer operates
The Issuer is governed by:
and its country
of incorporation
(a)
the French Code de commerce (French commercial code); and
(b)
the French Code monétaire et financier (the "French Monetary and
Financial Code"), and in particular, articles L.513-2 et seq. of the French
Monetary and Financial Code applicable to sociétés de crédit foncier.
B.4b
Description of
Arkéa Public Sector SCF, as issuer of obligations foncières, operates on the covered
any known
bonds market. In 2018, primary volumes of Euro covered bonds have continued to
trends affecting
reduce compared to previous years despite the resilience of this asset class to market
the Issuer and
volatility. The European Central Bank action via its purchase programme (CBPP3)
the industries in
has helped maintaining this stability however the uncertainty surrounding the end of
which it
the programme is having an effect on volumes issued and spreads.
operates
Furthermore, laws and regulations applicable to financial institutions and that have
an impact on the Issuer have significantly evolved since 2008 and the beginning of
the financial crisis.
More generally, French and European regulators and legislators may, at any time,
implement new or different measures that could have a significant impact on the
financial system in general or the Issuer in particular.
On 12 March 2018, the European Commission has published a proposal for a
7

Directive and for a Regulation on the issue of covered bonds, aiming for the
establishment of a framework to enable a more harmonized covered bond market in
the European Union. The proposed Directive covers in particular requirements for
issuing covered bonds, requirements for marketing covered bonds as "European
Covered Bonds", structural features of covered bonds (asset composition,
derivatives, liquidity...) and regulatory supervision. The proposed Regulation would
mainly amend Article 129 of Regulation (EU) No 575/2013 (Capital Requirements
Regulation) and would add requirements on minimum overcollateralisation and
substitution assets.
Please refer to the element B.5 below "Description of the Issuer's group and the
Issuer's position within the group" for a description of the unilateral disaffiliation of
the Crédit Mutuel Arkéa group from Crédit Mutuel.
B.5
Description of
The Issuer is the société de crédit foncier of the Crédit Mutuel Arkéa group (the
the Issuer's
"Group" or "Crédit Mutuel Arkéa Group"). The Group is a cooperative banking
group and the
and insurance company comprising the Crédit Mutuel de Bretagne, Crédit Mutuel du
Issuer's position
Sud-Ouest and Crédit Mutuel Massif Central federations as well as specialized
within the group
subsidiaries, which cover all of the business lines in the financial area. The Group's
basic unit is the local savings bank (Caisse locale de Crédit Mutuel). Each local
savings bank (Caisse locale de Crédit Mutuel) covers a limited geographic area, and
its capital is held by customers in the form of shares.
At the date hereof, the Issuer is an affiliate of Crédit Mutuel Arkéa which holds
99.9% of its share capital.
Crédit Mutuel Arkéa is affiliated to the Confédération Nationale du Crédit
Mutuel ("CNCM"), the central body of the Crédit Mutuel. Since late 2014, the
Group has been involved in a series of disputes with CNCM, relating primarily to
potential conflicts of interest between the central body and one of its affiliates.
These disputes mainly concern administrative, technical and financial
supervision by CNCM and the use of the "Crédit Mutuel" name.
This situation led the Crédit Mutuel Arkéa's board of directors, at its meeting of
17 January 2018, to authorise the Group's senior management to take all actions
enabling Crédit Mutuel Arkéa to become a cooperative and mutual banking
group independent from the rest of Crédit Mutuel.
The directors of each local savings bank (Caisse locale de Crédit Mutuel) and
the directors of the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and
Crédit Mutuel Massif Central federations were requested to vote during the first
half of 2018. At the conclusion of the consultation process initiated by the
Group's local savings banks, and after the federations' boards of directors had
met, the Group certified the results of the votes cast by the 307 local banks:
94.5% of the local savings banks voted in favor of the Group's independence,
which will thus become a cooperative and territorial group with mutualist values,
independent from the rest of Crédit Mutuel. This historic inaugural vote, which
binds all stakeholders, definitively marks the departure will of the Group from
the Crédit Mutuel.
Concerning the operational implementation of the Group's unilateral
disaffiliation, at its meeting of 29 June 2018, Crédit Mutuel Arkéa's board of
directors approved the planned organizational structure of the future independent
group and called on the local savings banks (Caisse locale de Crédit Mutuel) to
convey their opinion, starting in the fall of 2018, on the implementation of this
structure. It was also decided that Crédit Mutuel Arkéa will do business under a
name other than "Crédit Mutuel." More specifically, with respect to the local
savings banks that are members of the Crédit Mutuel Massif Central federation,
at the Crédit Mutuel Arkéa's board of directors' meeting held on
17 January 2018, the Group requested the local savings banks of Crédit Mutuel
de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit Mutuel Massif Central
federations to initiate consultations on the Group's proposed independence. The
board of directors of the Crédit Mutuel Massif Central federation opposed the
principle of consulting the boards of directors of the local savings banks within
its purview. Nevertheless, a consultation was initiated by six of the thirty local
8

savings banks that are members of the Crédit Mutuel Massif Central federation.
With regard to the process of convergence of Crédit Mutuel Massif Central's
local savings banks members to the Caisse Fédérale de Crédit Mutuel
("CFCM"), the board of directors of the CNCM on 19 June 2018 gave its prior
approval to the convergence project of Crédit Mutuel Massif Central to the
CFCM. The governing bodies of the federation and Crédit Mutuel Massif Central
caisse régionale, dated 29 June 2018, approved the convergence process. At the
date of this Base Prospectus, the banking activity of each of Crédit Mutuel
Massif Central's thirty local savings banks is exercised through the collective
authorisation of Crédit Mutuel Arkéa as a credit institution.
Crédit Mutuel Arkéa Group's proposed organizational structure

B.9
Figure of profit
Not Applicable.
forecast or
The Issuer does not provide any figure of profit forecast or estimate.
estimate (if any)
B.10
Description of
Not Applicable.
the nature of
The statutory auditors' reports related to the financial statements of the Issuer for the
any
years ended respectively 31 December 2016 and 31 December 2017 do not contain
qualifications in
any qualification.
the audit report
on the historical
financial
information
9

B.12
Selected
The following table shows the selected key financial information of the Issuer related
historical key
to the income statements as at 30 June 2018 and 30 June 2017 and at
financial
31 December 2017 and 31 December 2016.
information
Selected key

financial
information of

the Issuer related
30 June
30 June
31 December 31 December
to the income
2018
2017
2017
2016
statements (in
thousands of
euros)
Net banking
558
542
1,131
758
income
Gross operating
80
(10)
66
(154)
income
Net income
80
(10)
66
(154)
The following table shows the selected key financial information of the Issuer related
to the balance sheet at 30 June 2018 and 30 June 2017 and at 31 December 2017 and
31 December 2016.
Selected key

financial

information of

the Issuer
30 June
31 December 31 December
30 June 2017
related to the
2018
2017
2016
balance sheet (in
thousands of
euros)
Total of assets
1,365,214
1,093,591
1,169,402
987,808
Debt securities
1,312,998
1,041,026
1,117,073
955,021
Shareholder's
49,677
49,521
49,597
29,532
equity

Total of liabilities
1,365,214
1,093,591
1,169,402
987,808

The Issuer's statutory auditors have (i) audited the financial statements of the Issuer
for years ended 31 December 2016 and 31 December 2017 and (ii) reviewed the
half-year financial statements of the Issuer for the half-years ended 30 June 2017 and
30 June 2018.

10