Obligation Arkea Crédit Mutuel 0% ( FR0010348524 ) en EUR

Arkea Crédit Mutuel

100 % ⇌

France

FR0010348524 ( en EUR )

19/07/2016 - Obligation échue

Prospectus brochure de l'obligation Credit Mutuel Arkea FR0010348524 en EUR 0%, échue

50 000 EUR

600 000 000 EUR

Cr dit mutuel Ark a est une assurance de prêt immobilier proposée par le groupe Crédit Mutuel, gérée par Arkea.

L'Obligation émise par Arkea Crédit Mutuel ( France ) , en EUR, avec le code ISIN FR0010348524, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/07/2016

Base Prospectus dated 7 July 2023

CRÉDIT MUTUEL ARKÉA
15,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Crédit Mutuel Arkéa (the
"Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes").

The aggregate nominal amount of Notes outstanding will not at any time exceed 15,000,000,000 (or its equivalent in other currencies at the date of issue).

The Notes may either be senior notes ("Senior Notes") or subordinated notes ("Subordinated Notes"). The Senior Notes may be either senior preferred Notes
("Senior Preferred Notes") or senior non-preferred Notes ("Senior Non-Preferred Notes"). It is the intention of the Issuer that (i) to the extent permitted by
the MREL Regulations, the Senior Non-Preferred Notes and Senior Preferred Notes shall, for regulatory purposes, be treated as MREL Eligible Instruments
(as defined hereinafter) and (ii) the Subordinated Notes shall, for supervisory purposes, be treated as Tier 2 Capital (as defined below). Green Bonds, Social
Bonds and Sustainability Bonds (as defined hereinafter) may also be issued under the Programme.

This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
pursuant to the Regulation (EU) 2017/1129 of the European Parliament and of the Council dated 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, 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 Notes that are the subject of this Base Prospectus.
In accordance with the provisions of Article 6(4) of the loi relative aux prospectus pour valeurs mobilières dated 14 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 Notes described in this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in such Notes. This Base Prospectus is valid until 7 July 2024 and shall be completed by a supplement, pursuant to Article 23 of the
Prospectus Regulation, following the occurrence of a significant new factor, material mistake or material inaccuracy relating to the information included (or
incorporated by reference) in this Base Prospectus which may affect the assessment of the Notes. 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 Notes 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 (Bourse de
Luxembourg). The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European
Parliament and of the Council of 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"). However, Notes issued under the Programme may
also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market of the European Economic Area ("EEA") and/or
offered to the public pursuant to a non exempt offer in any Member State of the EEA. The relevant Final Terms (a form of which is contained herein) in
respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading on any market and/or offered to the public
pursuant to a non-exempt offer in any Member State of the EEA and, if so, the relevant market and/or jurisdiction.

Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.

Dematerialised Notes will at all times be in book entry form in compliance with Articles L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et
financier. No physical documents of title will be issued in respect of the Dematerialised Notes. Dematerialised Notes 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 "Terms and Conditions of the 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 form (au nominatif) and, in such latter case, at the
option of the relevant Noteholder (as defined in "Terms and Conditions of the Notes - Form, Denomination and Title"), 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)
acting on behalf of the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of an Account
Holder designated by the relevant Noteholder.

Materialised 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 Notes. Such Temporary Global Certificate
will subsequently be exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached (the "Definitive Materialised
Notes"), on or after a date expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global
Certificate in respect of Materialised 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 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 (as defined below). In
the case of a Tranche which is not intended to be cleared notably through Euroclear and/or Clearstream, the Notes of such Tranche cannot be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.

Senior Preferred Notes (as defined in "Terms and Conditions of the Notes - Status") to be issued under the Programme are expected to be rated A/F1 by Fitch
Ratings Ireland Limited (''Fitch'') and Aa3/P-1 by Moody's France S.A.S ("Moody's"). Senior Non-Preferred Notes (as defined in "Terms and Conditions of
the Notes - Status") to be issued under the Programme are expected to be rated A- by Fitch and A3 by Moody's. Subordinated Notes (as defined in "Terms and
Conditions of the Notes - Status") to be issued under the Programme are expected to be rated Baa1 by Moody's. As at the date of this Base Prospectus, Fitch
and Moody's are established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended (the "EU CRA Regulation") and
included in the list of registered credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-
authorisation) in accordance with the EU CRA Regulation. The ratings of the Notes issued under the Programme by Fitch and Moody's are expected to be
endorsed by a credit rating agency established and registered in the United Kingdom (the "UK") or certified under Regulation (EC) No. 1060/2009 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). As such, the ratings to be issued by Fitch and
Moody's may be used for regulatory purposes in the UK in accordance with the UK CRA Regulation. In general, UK regulated investors are restricted from
using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the UK and registered under the UK CRA Regulation
or (1) the rating is provided by a credit rating agency not established in the UK but is endorsed by a credit rating agency established in the UK and registered
WS0101.36375759.1

under the UK CRA Regulation or (2) the rating is provided by a credit rating agency not established in the UK which is certified under the UK CRA
Regulation.Notes issued under the Programme may be rated or not rated. The rating of the Notes (if any) will be specified in the relevant 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.

See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.

ARRANGER
CRÉDIT AGRICOLE CIB
PERMANENT DEALERS
ABN AMRO BANK N.V
CRÉDIT AGRICOLE CIB
CRÉDIT MUTUEL ARKÉA
DZ BANK AG
LANDESBANK BADEN-WÜRTTEMBERG
SANTANDER CORPORATE & INVESTMENT BANKING
UNICREDIT
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WS0101.36375759.1

This Base Prospectus (together with all supplements thereto published 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 necessary information concerning (i) the Issuer, (ii) the local savings banks (caisses locales) of
the Crédit Mutuel de Bretagne and Crédit Mutuel du Sud-Ouest federations and (iii) the Issuer's
subsidiaries taken as a whole (the "Group" or "Crédit Mutuel Arkéa Group") which is material to an investor
for making an informed assessment of the assets and liabilities, profits and losses, financial position and
prospects of the Issuer as well as the base terms and conditions of the Notes to be issued under the
Programme. The terms and conditions applicable to each Tranche (as defined in "Terms and Conditions of
the Notes") 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) at the time of the issue and will be set out in the relevant Final Terms. References to
"Dealers" are to all Permanent Dealers and all persons appointed as a dealer in respect of one (1) or more
Tranches of Notes.

This Base Prospectus is to be read in conjunction with (i) any document and/or information which is or may
be incorporated herein by reference in accordance with Article 27 of the Luxembourg Law and Article 19 of
the Prospectus Regulation (see "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 Notes, the relevant Final
Terms. Other than in relation to the documents which are deemed to be incorporated by reference (see
section "Documents Incorporated by Reference"), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus unless that information is incorporated by
reference into the Base Prospectus and has not been scrutinized or approved by the competent authority.

This Base Prospectus (together with all supplements thereto 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
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Arranger or any of the Dealers (as defined in "General Description of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer or
the Group since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the Group
since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or
that any other information supplied in connection with the Programme is correct as of any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. For a description
of certain restrictions on offers, sales and transfers of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale".

The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction
of the United States and the Notes may include Materialised Notes in bearer form that are subject to U.S.
tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of
Materialised Notes in bearer form, delivered within the United States or, in the case of certain Materialised
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 Notes are being offered and sold outside of the United
States in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act
("Regulation S"). By accessing this Base Prospectus, you represent that you are a non-U.S. person that is
outside of the United States. This Base Prospectus is not for publication, release or distribution in the United
States.

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WS0101.36375759.1

MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
will include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes, taking into account the five (5) categories referred to in item 18 of the
Guidelines published by ESMA on 5 February 20181, and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should
take into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial
instruments, as amended ("MiFID II") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID II Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes
may include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment, taking into account the five (5) categories referred to in item 18 of the Guidelines published by
ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to
EU non-legislative materials"), in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (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 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 UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Final Terms
in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes
are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. 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 of the European Parliament and of the Council of 20
January 2016 on insurance distribution, as amended (the "Insurance Distribution Directive"), 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 Notes or otherwise making them available to any retail investor in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.

1 Or item 19 of the Guidelines published by ESMA on 27 March 2023 as from their application date, which is expected to be in October 2023.
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WS0101.36375759.1

UK PRIIPs REGULATION PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the 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 UK 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 UK 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 UK domestic law
by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as
it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to any retail investor in the UK has been prepared and
therefore offering or selling the Notes 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 Dealers to subscribe for, or purchase, any 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 or any liability, 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) 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
Notes. Each prospective investor of Notes should determine for itself the relevance of the information
contained in this Base Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. Neither the Arranger nor any of the Dealers undertake 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 Notes of any information that may come to the attention of any of
the Dealers or the Arranger. Any websites referred to in this Base Prospectus are for information purposes
only and do not form part of this Base Prospectus.

None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the
legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the
economic risk of an investment in the Notes for an indefinite period of time.

Neither the Arranger nor any of the Dealers makes any representation as to the suitability of any Green
Bonds, Social Bonds and Sustainability Bonds (as defined herein), including the listing or admission to
trading thereof on any dedicated "green", "social", "sustainable" or other equivalently labelled segment of
any stock exchange or securities market, to fulfil any green criteria required by any prospective investors.
The Arranger and the Dealers have not undertaken, nor are they responsible for, any assessment of the
eligibility criteria for eligible green assets, any verification of whether the eligible green assets meet such
criteria or the monitoring of the use of proceeds of any Green Bonds, Social Bonds or Sustainability Bonds
(or amounts equal thereto). Neither the Arranger nor any of the Dealers makes any representation as to the
suitability or contents of the Framework (as defined herein) and the second party opinion delivered by
Vigeo Eiris.

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "euro" or "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
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WS0101.36375759.1

amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, references to "£",
"pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom, references to "$",
"USD" and "US Dollars" are to the lawful currency of the United States of America, references to "¥",
"JPY" and "Japanese Yen" are to the lawful currency of Japan and references to "CHF" and "Swiss
Francs" are to the lawful currency of Switzerland.

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WS0101.36375759.1

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................... 8
RISK FACTORS .................................................................................................................................... 20
IMPORTANT CONSIDERATIONS .................................................................................................... 37
RETAIL CASCADES ............................................................................................................................ 40
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 42
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................ 53
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 54
USE OF PROCEEDS ........................................................................................................................... 125
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED NOTES ....... 127
DESCRIPTION OF CRÉDIT MUTUEL ARKÉA AND THE GROUP ......................................... 129
RECENT DEVELOPMENTS ............................................................................................................. 132
FORM OF FINAL TERMS................................................................................................................. 134
SUBSCRIPTION AND SALE ............................................................................................................. 171
GENERAL INFORMATION ............................................................................................................. 177
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS181

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WS0101.36375759.1

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
Notes, 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, as amended. 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 "Terms and Conditions of the Notes" below shall have the same
meanings in this general description.
Issuer:
Crédit Mutuel Arkéa

LEI (Legal Entity Identifier):
96950041VJ1QP0B69503
Arranger:
Crédit Agricole Corporate and Investment Bank
Dealers:
ABN AMRO Bank N.V.
Banco Santander, S.A.
Crédit Agricole Corporate and Investment Bank
Crédit Mutuel Arkéa
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Landesbank Baden-Württemberg
UniCredit Bank AG

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 Dealers" are to the persons listed above as Dealers
and to such additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been terminated) and
references to "Dealers" are to all Permanent Dealers and all persons appointed
as a dealer in respect of one or more Tranches.

Description:
Euro Medium Term Note Programme.

Programme Limit:
Up to 15,000,000,000 (or the equivalent in other currencies at the date of
issue) aggregate nominal amount of Notes outstanding at any one time.

Risk Factors:
An investment in the Notes involves certain risks which should be assessed
prior to making any investment decision.
Investors and/or Noteholders should refer to the section "Risk Factors" of this
Base Prospectus in respect of the risks relating to the Issuer as well as the risks
relating to the Notes.

Fiscal Agent, Principal Paying

Agent and Paying Agent:
BNP Paribas

Luxembourg Listing Agent:
BNP Paribas, Luxembourg Branch
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WS0101.36375759.1

Method of Issue:
The Notes may be issued on a syndicated or non-syndicated basis.

The Notes will be issued in Series. Each Series may be issued in Tranches on
the same or different issue dates.

The specific terms of each Tranche (including, without limitation, the
aggregate nominal amount, issue price, redemption price thereof, and interest,
if any, payable thereunder) will be determined by the Issuer and the relevant
Dealer(s) at the time of the issue and will be set out in the relevant Final Terms.

Maturities:
Subject to compliance with all relevant laws, regulations and directives, any
maturity from one month from the date of original issue as specified in the
relevant Final Terms.

Currencies:
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, US Dollars, Japanese Yen, Swiss Francs, Sterling and in
any other currency agreed between the Issuer and the relevant Dealer(s) as
specified in the relevant Final Terms.

Denomination(s):
Notes shall be issued in the Specified Denomination(s) set out in the relevant
Final Terms, save that all Notes shall have a minimum denomination of
50,000 (or its equivalent in any other currency at the date of issue of such
Notes) or, in the case of Senior Notes, such higher amount as may be required
from time to time by any applicable laws or regulations for the purposes of
being treated as MREL Eligible Instruments).

Dematerialised Notes shall be issued in one denomination only.

Status of the Notes:
Senior Preferred Notes

The Senior Preferred Notes (being those Notes which the applicable Final
Terms specify as being Senior Preferred Notes), and, where applicable, any
Coupon relating to them are direct, unconditional, unsecured and senior
(chirographaires) obligations of the Issuer and rank and shall at all times rank:

(i)
pari passu without preference among themselves and with other
Senior Preferred Notes;

(ii)
senior to Senior Non-Preferred Notes of the Issuer and any obligations
ranking junior to Senior Non-Preferred Notes; and

(iii)
junior to all present and future claims benefiting from statutory
preferences.

Subject to applicable law, if any judgment is rendered by any competent court
declaring the judicial liquidation (liquidation judiciaire) of the Issuer or if the
Issuer is liquidated for any other reason, the holders of the Senior Preferred
Notes in respect of such Notes and including, where applicable, the Coupons
relating to them, will have a right to payment under the Notes:

(i)
only after, and subject to, payment in full of holders of present and
future claims benefiting from statutory preferences; and

(ii)
subject to such payment in full, in priority to holders of Senior Non-
Preferred Notes and Subordinated Notes and other present and future
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WS0101.36375759.1

claims otherwise ranking junior to Senior Preferred Notes.

To the extent permitted by the MREL Regulations, it is the intention of the
Issuer that the Senior Preferred Notes shall be treated for regulatory purposes
as MREL Eligible Instruments under the MREL Regulations but that the
obligations of the Issuer and the rights of the Noteholders under the Senior
Preferred Notes shall not be affected if the Senior Preferred Notes no longer
qualify as MREL Eligible Instruments. However, in such circumstances, the
Issuer may redeem the Senior Preferred Notes in accordance with Condition
6(d) (Redemption of Senior Notes upon the occurrence of a MREL
Disqualification Event), if a MREL Disqualification Event Call Option is
specified as applicable in the relevant Final Terms.

Senior Non-Preferred Notes

The Senior Non-Preferred Notes (being those Notes which the applicable Final
Terms specify as being Senior Non-Preferred Notes), and, where applicable,
any Coupon relating to them are direct, unconditional, unsecured and senior
(chirographaires) obligations of the Issuer, and rank and shall at all times rank:

(i)
pari passu without preference among themselves and with other
Senior Non-Preferred Notes;

(ii)
senior to Subordinated Notes; and

(iii)
junior to present and future claims benefiting from statutory
preferences, including Senior Preferred Notes.

Subject to applicable law, if any judgment is rendered by any competent court
declaring the judicial liquidation (liquidation judiciaire) of the Issuer or if the
Issuer is liquidated for any other reason, the holders of the Senior Non-
Preferred Notes in respect of such Notes and including, where applicable, the
Coupons relating to them, will have a right to payment under the Notes:

(i)
only after, and subject to, payment in full of holders of Senior
Preferred Notes and other present and future claims benefiting from
statutory preferences or otherwise ranking in priority to Senior Non-
Preferred Notes; and

(ii)
subject to such payment in full, in priority to holders of Subordinated
Notes and other present and future claims otherwise ranking junior to
Senior Non-Preferred Notes.

In the context of any such judicial liquidation (liquidation judiciaire) of the
Issuer and in the event of incomplete payment of any obligations of the Issuer
that rank or are expressed to rank senior to such Senior Non-Preferred Notes,
the obligations of the Issuer in connection with such Senior Non-Preferred
Notes will be terminated by operation of law.

To the extent permitted by the MREL Regulations, it is the intention of the
Issuer that the Senior Non-Preferred Notes shall be treated for regulatory
purposes as MREL Eligible Instruments under the MREL Regulations but that
the obligations of the Issuer and the rights of the Noteholders under the Senior
Non-Preferred Notes shall not be affected if the Senior Non-Preferred Notes no
longer qualify as MREL Eligible Instruments. However, in such circumstances,
the Issuer may redeem the Senior Non-Preferred Notes in accordance with
10

WS0101.36375759.1