Obbligazione AgriCredit International 0% ( XS1064849026 ) in EUR

AgriCredit International

100 EUR ▲

Francia

XS1064849026 ( in EUR )

28/04/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Credit Agricole CIB XS1064849026 in EUR 0%, scaduta

100 000 EUR

13 500 000 EUR

Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) è la banca d'investimento del Gruppo Crédit Agricole, che offre servizi finanziari a clienti istituzionali in tutto il mondo.

The Obbligazione issued by AgriCredit International ( France ) , in EUR, with the ISIN code XS1064849026, pays a coupon of 0% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 28/04/2022

Base Prospectus dated 21 June 2013
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(incorporated in France)
and
CRÉDIT AGRICOLE CIB FINANCIAL PRODUCTS (GUERNSEY) LIMITED
(incorporated in Guernsey)
and
CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED
(incorporated in Guernsey)
and
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
(incorporated in France)
50,000,000,000
Structured Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Under this 50,000,000,000 Structured Euro Medium Term Note Programme (the Programme), Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Financial Products
(Guernsey) Limited, Crédit Agricole CIB Finance (Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each, an Issuer and together, the Issuers) may from time to time issue
notes which are credit linked notes, commodity linked notes, index linked notes, inflation linked notes, FX linked notes, multi-asset basket linked notes, rate linked notes, alternative currency
notes, zero coupon notes and instalment notes in accordance with and subject to all applicable laws and regulations (the Notes) denominated in any currency agreed between the relevant Issuer
and the relevant Dealer (as defined below). In this Base Prospectus, references to an Issuer shall be deemed reference to the relevant Issuer in relation to the relevant Notes.
The Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate principal amount of all Notes from time to time outstanding
under the Programme will not exceed 50,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The payments of all
amounts due in respect of Notes issued by Crédit Agricole CIB Financial Products (Guernsey) Limited (Crédit Agricole CIB FP), Crédit Agricole CIB Finance (Guernsey) Limited (Crédit
Agricole CIB FG) and Crédit Agricole CIB Financial Solutions (Crédit Agricole CIB FS) will be unconditionally and irrevocably guaranteed by Crédit Agricole Corporate and Investment
Bank (Crédit Agricole CIB) (in such capacity, the Guarantor).
The Notes may be issued on a continuing basis to one or more of the Dealers and any additional dealer appointed under the Programme from time to time by any Issuer (each, a Dealer and
together, the Dealers), which appointment may be for a specific issue or on an on-going basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes
being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under Directive 2003/71/EC (as amended) and the
Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the Prospectus Act) (i) for approval of this Base Prospectus where it
constitutes a base prospectus in compliance with Part II of the Prospectus Act and (ii) for approval where it constitutes a simplified prospectus in compliance with Part III of the Prospectus Act
in connection with offers to the public of money markets instruments having a maturity of less than twelve months. The CSSF assumes no responsibility for the economic and financial
soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the relevant Issuer in accordance with Article 7(7) of the Prospectus Act. Application has also
been made to the Luxembourg Stock Exchange for Notes issued under the Programme and during the period of 12 months from the date of approval of this Base Prospectus to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is
a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive).
Application has also be made to the Luxembourg Stock Exchange in its capacity as competent authority under article 47 of the Prospectus Act for approval of a `simplified prospectus' prepared
in connection with the admission to trading on the Luxembourg Stock Exchange's regulated of money market instruments which have a maturity of less than twelve months.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer
and the relevant Dealer. Application may also be made to have certain Notes issued under the Programme accepted for trading in the Private Offerings, Resales and Trading through Automated
Linkages System (PORTAL) of the Financial Industry Regulatory Authority. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes and the
Guarantee (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons except to certain qualified institutional buyers in reliance on Rule 144A under the Securities Act, certain institutional accredited
investors in reliance on Section 4(2) of the Securities Act or in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act. Prospective purchasers are hereby
notified that sellers of the Notes and Guarantee may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Subscription and Sale".
Each of Crédit Agricole CIB FP, Crédit Agricole CIB FG and Crédit Agricole CIB FS have not registered, and will not register, as an "investment company" under the U.S. Investment
Company Act of 1940, as amended (the Investment Company Act). Accordingly, the Notes issued by Crédit Agricole CIB FP, Crédit Agricole CIB FG or Crédit Agricole CIB FS may only
be offered, sold, resold, delivered or transferred within the United States, or to, or for the account or benefit of, U.S. persons, in compliance with the provisions of Section 39(c)(7) of the
Investment Company Act.
Any Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to
be admitted to trading on the Luxembourg Stock Exchange's regulated market) a drawdown prospectus, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
Prospective investors should be aware of the particular risks involved in investing in Notes (for a discussion of these risks see "Risk Factors"). In particular, prospective investors
should be aware that certain Notes may be redeemed at below par and should be prepared to sustain a partial or total loss of their initial investment in the Notes.
Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to Notes already issued.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Base Prospectus is exempt from the requirements of the Prospectus Rules 2008 issued by the Guernsey Financial Services Commission. Neither the Guernsey Financial Services
Commission nor the Policy Council of the States of Guernsey takes any responsibility for the financial soundness of the arrangement or for the correctness of any of the statements made or
opinions expressed herein with regard to Crédit Agricole CIB FP or Crédit Agricole CIB FG.

Arranger
Crédit Agricole CIB
Dealers
Crédit Agricole CIB
Crédit Agricole Securities Asia B.V., Tokyo Branch
Crédit Agricole Securities (USA) Inc.
Crédit Lyonnais

This base prospectus comprises four base prospectuses for the purposes of Article 5.4 of Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the Prospectus Directive)
as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending
Directive) to the extent that such amendments have been implemented in a relevant Member State of the
European Economic Area): (i) the base prospectus for Crédit Agricole CIB in respect of non-equity securities
within the meaning of article 22.6(4) of Regulation (EC) No. 809/2004 of 29 April 2004 (Non-Equity
Securities), (ii) the base prospectus for Crédit Agricole CIB FP in respect of Non-Equity Securities, (iii) the
base prospectus for Crédit Agricole CIB FG in respect of Non-Equity Securities and (iv) the base prospectus
for Crédit Agricole CIB FS in respect of Non-Equity Securities (together the Base Prospectus).
The Issuers and the Guarantor accept responsibility for the information contained in this Base Prospectus and
any Final Terms. To the best of the knowledge of the Issuers and the Guarantor (each having taken all
reasonable care to ensure that such is the case) the information contained in this Base Prospectus and any
Final Terms is in accordance with the facts and does not omit anything likely to affect its import. Final Terms
will (if applicable) specify the nature of the responsibility (if any) taken by the Issuers and the Guarantor for
any information relating to any underlying to which the Notes may be linked.
This Base Prospectus is to be read in conjunction with any supplement hereto and all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This
Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part
of this Base Prospectus. This Base Prospectus may only be used for the purposes for which it has been
published.
No Dealer has independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any
Dealer as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the relevant Issuer in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuers or the Guarantor in connection with the
Programme.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to make any
representation not contained in or not consistent with this Base Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuers, the Guarantor
or any Dealer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuers, the Guarantor or any Dealer that any recipient of this Base Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuers and the Guarantor and of
the terms of such Notes.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or any Dealer
to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and the Guarantor is correct
at any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same.

3

The Dealers expressly do not undertake to review the financial condition or affairs of the Issuers and the
Guarantor during the life of the Programme or to advise any investor in the Notes of any information coming
to their attention.
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any 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, unless specifically indicated
to the contrary in the applicable Final Terms, no action has been taken by the Issuers, the Guarantor or any
Dealer which is intended to permit a public offering of any Notes or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, no Notes 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 Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of this Base
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including
Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy,
Principality of Lichtenstein, Luxembourg, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia,
Spain, Sweden and the United Kingdom), Australia, the Kingdom of Bahrain (Bahrain), Guernsey, the Hong
Kong Special Administrative Region of the People's Republic of China (Hong Kong), Israel, Japan, Mexico,
the Philippines, the People's Republic of China (PRC), the Macau Special Administrative Region of the
People's Republic of China (Macau), the Russian Federation, the Kingdom of Saudi Arabia (Saudi Arabia),
Singapore, the Republic of South Africa (South Africa), the Republic of Korea (South Korea), Switzerland,
the Republic of China (Taiwan) (Taiwan), the Republic of Turkey (Turkey), the United Arab Emirates,
Brunei, the Republic of Colombia, the Republic of Peru, the Republic of Chile, the State of Qatar, the
Sultanate of Oman, the Arab Republic of Egypt, the Kingdom of Morocco and the State of Libya (see
"Subscription and Sale").
Any person (an Investor) purchasing the Notes under the Programme is solely responsible for ensuring that
any offer or resale of the Notes it purchased under the Programme occurs in compliance with applicable laws
and regulations.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as
completed by final terms in relation to the offer of those Notes may only do so (i) in circumstances in which
no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State

4

and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been
completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State, such offer is made in the period beginning and ending on
the dates specified for such purpose in such prospectus or final terms, as applicable and the relevant Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii) above may
apply, neither the relevant Issuer nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the relevant Issuer or any Dealer to publish
or supplement a prospectus for such offer.
All references in this document to "euro" and "" refer 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 (signed in Rome on 25 March 1957) as amended, references to "U.S. dollars", "U.S.$",
"USD" and "$" refer to the currency of the United States of America, references to "Sterling", "GBP" and "£"
refer to the currency of the United Kingdom, references to "Swedish Kronor" and "SEK" refer to the currency
of Sweden, references to "Norwegian Kroner" and "NOK" refer to the currency of Norway, references to
"Japanese Yen", "JPY" and "¥" refer to the currency of Japan, references to "Hong Kong dollars" and "HK$"
refer to the lawful currency for the time being of Hong Kong and references to "RMB", "CNY" or "Renminbi"
refer to the lawful currency of the People's Republic of China, which for the purpose of this document,
excludes the Macau Special Administrative Region of the People's Republic of China (the PRC).

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U.S. INFORMATION
This Base Prospectus is being submitted on a confidential basis in the United States to a limited number of
QIBs and IAIs (each as defined under "Form of the Notes") for informational use solely in connection with
the consideration of the purchase of the Notes being offered hereby. Its use for any other purpose in the
United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted. For the avoidance of doubt, references herein to the Notes include the Guarantee, where
applicable.
The Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Notes in
bearer form may not be offered, sold or delivered within the United States or its possessions or to, or for the
account or benefit of, U.S. persons, except in certain transactions permitted by U.S. tax regulations. Terms
used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and the
regulations promulgated thereunder.
Registered Notes issued by Crédit Agricole CIB may be offered or sold within the United States only to QIBs
or to IAIs in transactions exempt from registration under the Securities Act. Registered Notes issued by Crédit
Agricole CIB FP, Crédit Agricole CIB FG and Crédit Agricole CIB FS may be offered or sold within the
United States only to QIBs who are, in each case, also QPs (as defined under "Form of the Notes") in
transactions exempt from registration under the Securities Act that will not cause the relevant issuer to
become required to register as an "investment company" under the Investment Company Act. Each
U.S. purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may
be made in reliance upon the exemption from the registration requirements of the Securities Act provided by
Rule 144A under the Securities Act (Rule 144A).
Each purchaser or holder of Notes represented by a Rule 144A Global Note, a Definitive Registered Note (as
defined under "Form of the Notes") or any Notes issued in registered form in exchange or substitution for a
Rule 144A Global Note (together Legended Notes) will be deemed, by its acceptance or purchase of any such
Legended Notes, to have made certain representations and agreements intended to restrict the resale or other
transfer of such Notes as set out in "Subscription and Sale". Unless otherwise stated, terms used in this
paragraph have the meanings given to them in "Form of the Notes".
IMPORTANT NOTICE
In relation to investors in the Kingdom of Bahrain, the Notes issued in connection with this Base Prospectus
and related offering documents may only be offered in registered form to existing account holders and
accredited investors as defined by the Central Bank of Bahrain (CBB) in the Kingdom of Bahrain where such
investors make a minimum investment of at least U.S.$ 100,000.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article(81) of the
Central Bank of Bahrain and Financial Institutions Law 2006 (Decree Law No. 64 of 2006). This Base
Prospectus and related offering documents have not been and will not be registered as a prospectus with the
CBB.
Accordingly, no Notes may be offered, sold or made the subject of an invitation for subscription or purchase
nor will this Base Prospectus or any other related document or material be used in connection with any offer,
sale or invitation to subscribe or purchase Notes, whether directly or indirectly, to persons in the Kingdom of
Bahrain.
The CBB has not reviewed or approved this Base Prospectus or related offering documents and it has not in
any way considered the merits of the Notes to be offered for investment, whether in or outside the Kingdom

6

of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the
statements and information contained in this document and expressly disclaims any liability whatsoever for
any loss howsoever arising from reliance upon the whole or any part of the contents of this document.

7

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes and any
Guarantee thereof that are "restricted securities" within the meaning of the Securities Act, each Issuer has
undertaken in a deed poll dated 21 June 2013 (the Deed Poll) to furnish, upon the request of a holder of such
Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, the relevant Issuer is neither subject to and in compliance with Section 13 or 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the Exchange Act) nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder.
A copy of the information so furnished will be available free of charge from the specified office of the
Principal Paying Agent and, for Notes admitted to trading on the Luxembourg Stock Exchange's regulated
market, from the specified office in Luxembourg of the Luxembourg Listing Agent (as defined below).
CIRCULAR 230 DISCLOSURE
TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL REVENUE
SERVICE, ANY TAX DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE
USED AND CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING U.S. FEDERAL
INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH TAX
DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE NOTES
DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Crédit Agricole CIB and Crédit Agricole CIB FS are corporations organised under the laws of France. Crédit
Agricole CIB FP and Crédit Agricole CIB FG are corporations organised under the laws of Guernsey. All of
the officers and directors named herein reside outside the United States and all or a substantial portion of the
assets of the Issuers and the Guarantor and of such officers and directors are located outside the United States.
As a result, it may not be possible for investors to effect service of process outside France or Guernsey, as the
case may be, upon the Issuers, the Guarantor or such persons, or to enforce judgments against them obtained
in courts outside France or Guernsey, as the case may be, predicated upon civil liabilities of the Issuers, the

8

Guarantor or such directors and officers under laws other than the laws of France or Guernsey, as the case
may be, including any judgment predicated upon United States federal securities laws.
In an original action brought in France predicated solely upon the U.S. federal securities laws, French courts
may not have the requisite jurisdiction to adjudicate such action. Actions for enforcement of judgments of
U.S. courts rendered against the French persons referred to in the preceding paragraph would require such
French persons to waive their right under Article 15 of the French Code Civil to be sued in France only. Crédit
Agricole CIB believes that no such French persons have waived such right with respect to actions predicated
solely upon U.S. federal securities laws.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or
persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of
30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
RETAIL CASCADES
In the context of any offer of Notes from time to time in Austria, Belgium, Finland, France, Germany, Greece,
Hungary, Ireland, Italy, Luxembourg, Principality of Liechtenstein, Norway, Portugal, Romania, Spain,
Sweden, the Netherlands or the United Kingdom (the Public Offer Jurisdictions) that is not made within an
exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended, (a Non-
exempt Offer), the Issuers consent to the use of this Base Prospectus as so supplemented in connection with a
Non-exempt Offer of any Notes during the offer period specified in the applicable Final Terms (the Offer
Period) and in the Public Offer Jurisdiction(s) specified in the applicable Final Terms by:
(1)
if Specific Consent is specified in the applicable Final Terms:
(a)
any financial intermediary named therein, subject to the relevant conditions set out in such
Final Terms; and
(b)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the website (www.ca-cib.com) and identified as an Authorised Offeror in
respect of the Non-exempt Offer;
(2)
if General Consent is specified in the applicable Final Terms, any financial intermediary which shall,
for the duration of the relevant Offer Period, publish on its website that it is using this Base Prospectus
for such Non-exempt Offer in accordance with the consent of the relevant Issuer and that it accepts the
Authorised Offeror Terms set out below relating to the use of the consent and the other conditions
attached thereto.

9

Authorised Offeror Terms are that the relevant financial intermediary will, and agrees, represents,
warrants and undertakes for the benefit of the relevant Issuer, the Guarantor, as applicable, and the
relevant Dealer that it will, at all times in connection with the relevant Non-exempt Offer of the Notes:
(i)
act in accordance with, and be solely responsible for complying with, all applicable laws, rules,
regulations and guidance 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 Notes by any person and disclosure to any potential investor
and will immediately inform the relevant Issuer, the Guarantor, as applicable, and the Dealers if
at any time such financial intermediary becomes aware or suspects that it is or may be in
violation of any Rules and take all appropriate steps to remedy such violation and comply with
such Rules in all aspects;
(ii)
comply with the restrictions set out under "Subscription and Sale" in this Base Prospectus
which would apply as if it were a Dealer;
(iii) ensure that any fee (and any other commissions or benefits of any kind) received or paid by that
financial intermediary in relation to the offer or sale of the Notes does not violate the Rules and,
to the extent required by the Rules, is fully and clearly disclosed to investors or potential
investors;
(iv)
hold all licences, consents, approvals and permissions required in connection with solicitation
of interest in, or offers or sales of, the Notes under the Rules;
(v)
comply with applicable anti-money laundering, anti-bribery, anti-corruption and "know your
client" Rules (including taking appropriate steps, in compliance with such Rules, to establish
and document the identity of each potential investor prior to initial investment in any Notes by
the investor), and will not permit any application for the Notes in circumstances where the
financial intermediary has any suspicions as to the source of the application monies;
(vi)
retain 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), the
Guarantor, as applicable, and the relevant Issuers or directly to the appropriate authorities with
jurisdiction over the relevant Issuers, the Guarantor, as applicable, and/or the relevant Dealer(s)
in order to enable the relevant Issuers, the Guarantor, as applicable, and/or the relevant
Dealer(s) to comply with anti-money laundering, anti-bribery, anti-corruption and "know your
client" rules applying to the Issuers and/or the relevant Dealer(s);
(vii) ensure that no holder of Notes or potential Investor in Notes shall become an indirect or direct
client of the relevant Issuer, the Guarantor or the relevant Dealer for the purposes of any
applicable Rules from time to time, and to the extent that any client obligations are created by
the relevant financial intermediary under any applicable Rules, then such financial intermediary
shall perform any such obligations so arising;
(viii) will co-operate with the relevant Issuer, the Guarantor, as applicable, and the relevant Dealer in
providing any information (including without limitation documents and records maintained
pursuant to paragraph (vi) above) upon written request from the relevant Issuer, the Guarantor,
as applicable, and/or the relevant Dealer as is available to such financial intermediary or which
is within its power and control from time to time together with such further assistance as is
reasonably requested by the Issuer, the Guarantor, as applicable, and/or the relevant Dealer in
connection with any request or investigation by any regulator, any complaint received in
relation to the Notes or which the relevant Issuer, Guarantor and/or the relevant Dealer may

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