Obligation Arkea Crédit Mutuel 1.25% ( FR0013258936 ) en EUR

Arkea Crédit Mutuel

100 % ▲

France

FR0013258936 ( en EUR )

1.25% par an ( paiement annuel )

30/05/2024 - Obligation échue

Prospectus brochure de l'obligation Crédit Mutuel Arkéa FR0013258936 en EUR 1.25%, échue

100 000 EUR

500 000 000 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 FR0013258936, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/05/2024

Prospectus dated 29 May 2017

CRÉDIT MUTUEL ARKÉA
500,000,000 Fixed Rate Senior Non-Preferred Notes due 31 May 2024
Issue Price: 99.363 per cent.

This prospectus constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of the Directive 2003/71/EC of the
European Parliament and of the Council dated 4 November 2003, as amended (the "Prospectus Directive") and the relevant
implementing measures in the Grand-Duchy of Luxembourg.

The 500,000,000 Fixed Rate Senior Non-Preferred Notes due 31 May 2024 (the "Notes") will be issued by Crédit Mutuel Arkéa
(the "Issuer") on 31 May 2017 (the "Issue Date") in the denomination of 100,000 each.

The principal and interest on the Notes will constitute direct, unconditional, unsecured and senior (chirographaires) non-
preferred obligations of the Issuer in accordance with article L.613-30-3 I 4° of the French Code monétaire et financier (See
"Terms and Conditions of the Notes - Status of the Notes"). It is the intention of the Issuer that the Notes shall, for supervisory
purposes, be treated as MREL Eligible Instruments (as defined in the "Terms and Conditions of the Notes Definitions and
Interpretations").

Each Note will bear interest on its principal amount from (and including) the Issue Date to (but excluding) 31 May 2024 (the
"Maturity Date"), at a fixed rate of 1.25 per cent. per annum payable annually in arrear on 31 May in each year, commencing on
31 May 2018.

Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on the Maturity Date. The Issuer may,
at its option (subject to such redemption being permitted by the MREL Regulations and the prior consent of the Relevant
Prudential Authority and/or the Relevant Resolution Authority, if required) redeem all, but not some only, of the Notes at their
outstanding principal amount plus accrued interest (if any) thereon upon the occurrence of a Tax Event or a MREL
Disqualification Event (each as defined in the "Terms and Conditions of the Notes Definitions and Interpretations").

Application has been made to the Luxembourg Stock Exchange for the Notes 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 2004/39/EC, as
amended, appearing on the list of regulated markets issued by the European Securities Markets Authority (the "ESMA").

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority in Luxembourg for the purposes of the Luxembourg act dated 10 July 2005 relating to prospectuses for securities (loi
du 10 juillet 2005 relative aux prospectus pour valeurs mobilières) as amended, for the purpose of approving this Prospectus. In
accordance with the provisions of article 7 (7) of the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 as
amended, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or
solvency of the Issuer.

The Notes will be issued in dematerialised bearer form (au porteur). Titles to the Notes will at all times be in book entry form in
compliance with Articles L.211-3 and R.211-1 et seq. of the French Code monétaire et financier. No physical documents of title
(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in
respect of the Notes. The Notes will be 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 the "Terms and Conditions of the Notes 
Definitions and Interpretations ") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream
Banking, S.A. ("Clearstream, Luxembourg").

The Notes are expected to be rated BBB+ by Standard & Poor's Credit Market Services France SAS (' S&P' ). A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the
assigning rating agency. As at the date of this Prospectus, S&P is established in the European Union and registered under
Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies
published on the ESMA website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk).

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

Structuring Advisor and Global Coordinator
Crédit Agricole CIB
Joint Lead Managers
Crédit Agricole CIB
ABN AMRO
Crédit Mutuel Arkéa
Santander Global Corporate Banking
UniCredit Bank

This Prospectus is to be read in conjunction with any document and/or information which is or may be
incorporated herein by reference in accordance with Article 15 of the Loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005, as amended, implementing the Prospectus Directive in Luxembourg
and Article 28 of the European Commission Regulation N°809/2004 dated 29 April 2004, as amended (see
section "Documents incorporated by Reference" below). This Prospectus contains all relevant information
concerning (i) the Issuer, (ii) the local savings banks (caisses locales) of the Crédit Mutuel de Bretagne,
Crédit Mutuel du Sud-Ouest and Crédit Mutuel Massif Central federations and (iii) the Issuer's subsidiaries
taken as a whole (the "Group").

This Prospectus 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 in this 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 or any
of the Joint Lead Managers. Neither the delivery of this 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 that there has been no adverse change in the
financial position of the Issuer or the Group since the date hereof.

The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Joint Lead Managers to inform themselves about and to observe any such restriction.

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. Subject to certain exceptions, the Notes may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons. The Notes are being offered and sold
outside of the United States of America to non-U.S. persons in reliance on Regulation S under the
Securities Act ("Regulation S"). By accessing the Prospectus, you represent that you are a non-U.S. person
that is outside of the United States. This Prospectus is not for publication, release or distribution in the
United States.

For a description of these, and certain further restrictions on offers, sales and transfers of Notes and on
distribution of this Prospectus, see section "Subscription and Sale".

The Joint Lead Managers have not separately verified the information contained in this Prospectus. None
of the Joint Lead Managers 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 in this
Prospectus, or any other information provided by the Issuer in connection with the issue and sale of the
Notes. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes
(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 or the Joint Lead
Managers that any recipient of this 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 Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Joint Lead Managers undertakes to review the financial condition or affairs of the
Issuer after the date of this 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 Joint Lead Managers. Any websites included
in the Prospectus are for information purposes only and do not form part of the Prospectus.

In this 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
amended.

In connection with the issue of the Notes, Crédit Agricole Corporate and Investment Bank (the "Stabilising
Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) 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 is made and, if begun,
may be ended at any time, but it must end no later than the earlier of thirty (30) days after the issue date
of the Notes and sixty (60) days after the date of the allotment of the Notes. Any stabilisation action or
over-allotment shall be conducted in accordance with all applicable laws and rules.
2

TABLE OF CONTENTS

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ........... 4
RISK FACTORS .................................................................................................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 14
USE OF PROCEEDS ........................................................................................................................... 18
DESCRIPTION OF THE ISSUER AND THE GROUP .................................................................. 19
TERMS AND CONDITIONS OF THE NOTES ............................................................................... 20
TAXATION .......................................................................................................................................... 32
SUBSCRIPTION AND SALE ............................................................................................................. 36
GENERAL INFORMATION ............................................................................................................. 38
3

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
Crédit Mutuel Arkéa (the "Responsible Person") accepts responsibility for the information contained in this
Prospectus. To the best of its knowledge (having taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus (including, for the avoidance of doubt, any information incorporated by
reference) is in accordance with the facts and contains no omission likely to affect its import.

The Responsible Person furthermore declares that, any translation contained in this Prospectus is, to the best of
its knowledge, a fair and true translation of the original version.

Crédit Mutuel Arkéa
1, rue Louis Lichou
29480 Le Relecq Kerhuon
France

4

RISK FACTORS
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes. The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring. The risk factors may relate to the Issuer or any of its
subsidiaries.
The Issuer believes that the factors described below represent principal risks inherent in investing in the Notes.
Investors must be aware that other risks and uncertainties which, on the date of this Prospectus, are not known
by the Issuer, or are considered not to be relevant, may have a significant impact on the Issuer, its activities, its
financial condition and the Notes. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus (including any documents incorporated by reference herein) and make their own
opinion about risk factors prior to making any investment decision. Investors should in particular conduct their
own analysis and evaluation of the risks relating to the Issuer, its financial condition and the Notes.
The Issuer considers that the Notes should only be purchased by investors which are (or are advised by)
financial institutions or other professional investors who have sufficient knowledge and experience to
appropriately evaluate the risks associated with the Notes.
Words and expressions defined elsewhere in this Prospectus shall have the same meanings when used below.

1.
RISK FACTORS RELATING TO THE ISSUER AND ITS ACTIVITY
The Issuer is subject to several categories of risks inherent in banking activities, which include, inter alia, credit
risks, market, liquidity and financing risks, as well as operational risks.

Investors are invited to read the detailed information on risk factors relating to the Issuer and its activity set out
in the 2016 Annual Report (pages 160 to 196) incorporated by reference herein (See section "Documents
Incorporated by Reference" below).

The Issuer has been involved in some legal disputes since late 2014 with the Confédération Nationale du Crédit
Mutuel (the "CNCM"), the central body of the Crédit Mutuel, relating to alleged conflicts of interests. Such
disputes essentially relate to the exercise by the CNCM of its administrative, technical and financial supervision
and the use of the "Crédit Mutuel" name. These disputes have resulted in a number of court cases involving the
Issuer and the CNCM. A number of press releases have been published by both the Issuer and the CNCM
relating to this dispute including those published by the Issuer on 6 and 13 October 2014, 18 May 2016, 12 and
21 October 2016, 13 December 2016 and 11 January 2017 (together, the "Press Releases"). Potential investors
are referred to the information contained in the Press Releases which are incorporated by reference in the
Prospectus for a more detailed description of the disputes. On 3 May 2016, the Issuer opened talks with the
CNCM in order to acknowledge the existence of two autonomous and competing banking groups, namely Credit
Mutuel Arkea and CM11-CIC. This proposal was rejected by the CNCM. The Issuer published a press release on
18 May 2016 insisting on its desire to operate as a fully autonomous banking group, which desire was reaffirmed
by a 96.4%-majority vote on 19 and 21 October 2016 of the three fédérations of the Issuer (Bretagne, Massif
Central and Sud-Ouest). Since October 2016, the Issuer has also been involved in a sanction procedure initiated
by CNCM which resulted in a decision of the Conseil d'administration of CNCM, acting as a disciplinary body,
passed on 11 January 2017 imposing a "blâme" on the Issuer. In a press release dated 11 January 2017, the Issuer
indicated that this sanction, which is purely political and internal to the Crédit Mutuel organization, has no
impact on its activities and that of the Group and will be challenged by the Issuer. On 9 March 2017, the Issuer
appealed against this sanction before the administrative court (tribunal administratif) of Rennes.

At this stage, there can be no assurance as to how the conflict between the Issuer and CNCM may develop and/or
as to when such conflict may be resolved nor the impact it may have on the activities of the Issuer and/or the
Group were the Issuer to remain a part of the current Crédit Mutuel organization or become a fully autonomous
banking group and, accordingly, on the value of the Notes.

2.
RISK FACTORS RELATING TO THE NOTES

The following paragraphs describe the risk factors that are material to the Notes in order to assess the market
risk associated with these Notes. They do not describe all the risks of an investment in the Notes. Prospective
investors should consult their own financial and legal advisers about risks associated with investment in the
Notes and the suitability of investing in the Notes in light of their particular circumstances.
5

The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:

(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the relevant Notes and the information contained in this Prospectus;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact the relevant Notes will have on
its overall investment portfolio;

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;

(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and

(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

A potential investor should not invest in the Notes unless it has the expertise (either alone or with a financial
adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of
such Notes and the impact this investment will have on its overall investment portfolio.

The Notes are complex instruments that may not be suitable for certain investors

The Notes are complex financial instruments and may not be a suitable investment for all investors. Each
potential investor in the Notes should determine the suitability of such investment in light of its own
circumstances and have sufficient financial resources and liquidity to bear the risks of an investment in the Notes,
including the possibility that the entire principal amount of the Notes could be lost. A potential investor should
not invest in the Notes unless it has the knowledge and expertise (either alone or with a financial advisor) to
evaluate how the Notes will perform under changing conditions, the resulting effects on the market value of the
Notes, and the impact of this investment on the potential investor's overall investment portfolio.

Senior non-preferred securities are new types of instruments for which there is not a long trading history

Prior to the entry into force of the Senior Non-Preferred Law on 11 December 2016, French issuers were not
able to issue securities with a senior non-preferred ranking. Accordingly, there is not a long trading history
for securities of French banks with this ranking. Market participants, including credit rating agencies, are in
the initial stages of evaluating the risks associated with senior non-preferred obligations. The credit ratings
assigned to senior non-preferred securities such as the Notes may change as the rating agencies refine their
approaches, and the value of such securities may be particularly volatile as the market becomes more
familiar with them. It is possible that, over time, the credit ratings and value of senior non-preferred
securities such as the Notes will be lower than those expected by investors at the time of issuance of the
Notes. If so, investors may incur losses in respect of their investments in the Notes.

The Notes are senior non-preferred obligations and are junior to certain obligations.

The Issuer's obligations under the Notes constitute senior non-preferred obligations within the meaning of
Article L.613-30-3 I 4° of the French Code monétaire et financier (the "Senior Non-Preferred Law"). While
the Notes by their terms are expressed to be direct, unconditional, unsecured and senior (chirographaires)
obligations of the Issuer, they nonetheless rank junior in priority of payment to senior preferred obligations of
the Issuer. The Issuer's senior preferred obligations include all of its deposit obligations, its obligations in
respect of derivatives and other financial contracts, its unsubordinated debt securities outstanding as of the date
of the entry into force of the Senior Non-Preferred Law and all unsubordinated or senior debt securities issued
thereafter that are not expressed to be senior non-preferred obligations within the meaning of the Senior Non-
Preferred Law.

The amount of the Issuer's outstanding senior preferred debt securities, the deposit liabilities and the fair market
value of derivative liabilities are set forth in the Issuer's consolidated financial statements (as of the respective
dates specified therein) that are incorporated by reference in this Prospectus. There is no restriction on the
incurrence by the Issuer of additional senior preferred obligations. As a consequence, if the Issuer enters into
6

judicial liquidation proceedings or if it is liquidated for any other reason, it will be required to pay substantial
amounts of senior preferred obligations before any payment is made in respect of the Notes.

In addition, if the Issuer enters into resolution, its eligible liabilities (including the Notes) will be subject to bail-
in, meaning potential write-down or conversion into equity securities or other instruments, in the order of
priority that would apply in judicial liquidation proceedings or if the Issuer is liquidated for any other reason.
Because senior non-preferred obligations such as the Notes rank junior to senior preferred obligations, the Notes
would be written down or converted in full before any of the Issuer's senior preferred obligations were written
down or converted.

As a consequence, holders of the Notes bear significantly more risk than holders of senior preferred obligations,
and could lose all or a significant part of their investments if the Issuer were to enter into resolution or judicial
liquidation proceedings or if the Issuer is liquidated for any other reason.

The Notes may be subject to mandatory write-down or conversion to equity if the Issuer becomes subject to a
resolution procedure

The Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the
recovery and resolution of credit institutions and investment firms dated 15 May 2014 (the "Bank Recovery and
Resolution Directive" or "BRRD") entered into force on 2 July 2014. The BRRD provides authorities with a
credible set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to ensure
the continuity of the institution's critical financial and economic functions, while minimising the impact of an
institution's failure on the economy and financial system. The BRRD was implemented in France by the
Ordonnance portant diverses dispositions d'adaptation de la législation au droit de l'Union européenne en
matière financière dated 20 August 2015 (the "Ordonnance") which has amended and supplemented the
banking law dated 26 July 2013 regarding the separation and the regulation of banking activities (loi de
séparation et de régulation des activités bancaires (the "Banking Law").

Under this Ordonnance, the Autorité de contrôle prudentiel et de résolution (the "ACPR") or the single
resolution board (the "Single Resolution Board") established by Regulation (EU) No 806/2014 of the European
Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the
resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism
and a single resolution fund (the "Single Resolution Mechanism Regulation") (each of the ACPR, the Single
Resolution Board, and any other authority entitled to exercise or participate in the exercise of any Bail-in Tool
(as defined below) from time to time (including the Council of the European Union and the European
Commission when acting pursuant to Article 18 of the Single Resolution Mechanism Regulation), is hereinafter
referred to as a "Relevant Resolution Authority") may commence resolution proceedings in respect of an
institution such as the Issuer when the Relevant Resolution Authority determines that:

- the institution is failing or likely to fail;

- there is no reasonable prospect that another action will prevent the failure within a reasonable time; and

- a resolution measure is required, and a liquidation procedure would fail, to achieve the objectives of the
resolution: (i) to ensure the continuity of critical functions, (ii) to avoid a significant adverse effect on
the financial system, (iii) to protect public funds by minimizing reliance on extraordinary public
financial support, and (iv) to protect client funds and assets, and in particular those of depositors.

Failure of an institution means that it does not respect requirements for continuing authorization, it is unable to
pay its debts or other liabilities when they fall due, it requires extraordinary public financial support (subject to
limited exceptions), or the value of its liabilities exceeds the value of its assets.

After resolution proceedings are initiated, the Relevant Resolution Authority may use one or more of several
resolution tools with a view to recapitalizing or restoring the viability of the institution, as described below.

French law also provides for certain safeguards when certain resolution tools and measures are implemented
including the "no creditor worse off than under normal insolvency proceedings" principle, whereby creditors of
the institution under resolution should not incur greater losses than they would have incurred had the institution
been wound up under a liquidation proceeding.

Bail-in Tool

Once a resolution procedure is initiated, the powers provided to the Relevant Resolution Authority include bail-
in tools (the "Bail-in Tool"), meaning the power to write down eligible liabilities of a credit institution in
7

resolution, or to convert them to equity securities or other instruments. Eligible liabilities include subordinated
debt instruments not qualifying as capital instruments, senior unsecured debt instruments (such as the Notes) and
other liabilities that are not excluded from the scope of the Bail-in Tool pursuant to the BRRD, such as non-
covered deposits or financial instruments that are not secured or used for hedging purposes.

The Bail-in Tool may also be applied to any liabilities that are capital instruments and that remain outstanding at
the time the Bail-in Tool is applied. Before the Relevant Resolution Authority may exercise the Bail-in Tool in
respect of eligible liabilities, capital instruments must first be written down or converted to equity or other
instruments, in the following order of priority:

(i)
common equity tier 1 instruments are to be written down first,
(ii)
other capital instruments (additional tier 1 instruments) are to be written down or converted into common
equity tier 1 instruments, and
(iii)
tier 2 capital instruments (such as the Subordinated Notes) are to be written down or converted into
common equity tier 1 instruments.

Once this has occurred, the Bail-in Tool may be used to write down or convert eligible liabilities as follows:

(i)
subordinated debt instruments other than capital instruments are to be written down or converted into
common equity tier 1 instruments in accordance with the hierarchy of claims in normal insolvency
proceedings, and
(ii)
other eligible liabilities (including senior debt instruments) are to be written down or converted into
common equity tier 1 instruments, in accordance with the hierarchy of claims in normal insolvency
proceedings (under such hierarchy, the Notes would be written down or converted before senior preferred
notes).

Instruments of the same ranking are generally written down or converted to equity on a pro rata basis.

The exercise of the Bail-in Tool by Relevant Resolution Authorities could result in the partial or write-down or
conversion into equity securities or other instruments of the Notes. In addition, if the Issuer's financial condition,
or that of any member of the MREL Group (as defined in the "Terms and Conditions of the Notes Definitions
and Interpretations") deteriorates or is perceived to deteriorate, the existence of these powers could cause the
market value of the Notes to decline more rapidly than would be the case in the absence of such powers.

Other resolution measures

In addition to the Bail-in Tool, the Relevant Resolution Authority is provided with broad powers to implement
other resolution measures with respect to failing institutions or, under certain circumstances, their groups, which
may include (without limitation): the total or partial sale of the institution's business to a third party or a bridge
institution, the separation of assets, the replacement or substitution of the institution as obligor in respect of debt
instruments, modifications to the terms of debt instruments (including altering the maturity and/or the amount of
interest payable and/or imposing a temporary suspension on payments), discontinuing the listing and admission
to trading of financial instruments, the dismissal of managers or the appointment of a temporary administrator
(administrateur spécial) and the issuance of new equity or own funds.

The exercise of these powers by Relevant Resolution Authorities could result in the partial or total write-down or
conversion to equity of the Notes. In addition, if the financial condition of the Issuer or its Group deteriorates, or
is perceived to deteriorate, the existence of these powers could cause the market value of the Notes to decline
more rapidly than would be the case in the absence of such powers.

Limitation on Enforcement

Article 68 of BRRD, as transposed in France in Articles L.613-45-1 and L.613-50-4 of the French Code
monétaire et financier, provides that certain crisis prevention measures and crisis management measures,
including the opening of a resolution proceeding in respect of the Issuer, may not by themselves give rise to a
contractual enforcement right against the Issuer or the right to modify the Issuer's obligations, so long as the
Issuer continues to meet its payment obligations. Accordingly, if a resolution proceeding is opened in respect of
the Issuer, holders of the Notes will not have the right to declare an event of default, to accelerate the maturity of
the Notes, to modify the terms of the Notes or to exercise other enforcement rights in respect of the Notes so
long as the Issuer continues to meet its payment obligations.

8

The qualification of the Notes as MREL Eligible Instruments is subject to uncertainty

French credit institutions (such as the Issuer) have to meet, at all times, a minimum requirement for own funds
and eligible liabilities pursuant to Article L.613-44 of the French Code monétaire et financier. The MREL (as
defined in the "Terms and Conditions of the Notes") shall be expressed as a percentage of the total liabilities and
own funds of the institution and aims at avoiding institutions structuring their liabilities in a manner that impedes
the effectiveness of the Bail-in Tool.

The Notes are intended to be MREL Eligible Instruments under the MREL Regulations (each as defined in the
"Terms and Conditions of the Notes Definitions and Interpretations"). However, there is uncertainty regarding
the evolution of the MREL Regulations, and the Issuer cannot provide any assurance that the Notes will be or
remain MREL Eligible Instruments.

On 23 November 2016, the European Commission issued several legislative proposals proposing to amend a
number of key EU banking directives and regulations, including the CRD IV, the BRRD and the Single
Resolution Mechanism Regulation (as these terms are defined above). If adopted, these legislative proposals
would, among other things, give effect to the Total Loss-absorbing Capacity ("TLAC") term sheet set forth in
the document dated 9 November 2015 published by the Financial Stability Board, entitled "Principles on Loss-
absorbing and Recapitalisation Capacity of G-SIBs in Resolution" as amended from time to time (the "FSB
TLAC Term Sheet") and modify the requirements applicable to the "minimum requirement for own funds and
eligible liabilities" ("MREL"). The implementation of the current texts and the new proposals, and their
application to the Issuer and any member of the MREL Group or the taking of any action thereunder is currently
uncertain.

While the Issuer believes that the Terms and Conditions of the Notes are consistent with the European
Commission's proposals, these proposals have not yet been interpreted and when finally adopted the final MREL
Regulations may be different from those set forth in these proposals. Because of the uncertainty surrounding the
substance of the final regulations implementing the TLAC requirements and any potential changes to the
regulations giving effect to MREL, the Issuer cannot provide any assurance that the Notes will ultimately be
MREL Eligible Instruments. If they are not MREL Eligible Instruments (or if they initially are MREL Eligible
Instruments and subsequently become ineligible due to a change in MREL Regulations), then an MREL
Disqualification Event will occur.

The Notes may be redeemed at the Issuer's option upon the occurrence of a Tax Event or a MREL
Disqualification Event

The Terms and Conditions of the Notes provide for early redemption at the option of the Issuer (subject to such
redemption being permitted by the MREL Regulations and the prior consent of the Relevant Prudential
Authority and/or the Relevant Resolution Authority, if required) upon the occurrence of a Tax Event or a MREL
Disqualification Event (each as defined in the "Terms and Conditions of the Notes Definitions and
Interpretations"). If the market interest rates decrease, the risk to Noteholders that the Issuer will exercise its
right of termination increases. As a consequence, the yields received upon redemption may be lower than
expected, and the redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by
the Noteholder. As a consequence, part of the capital invested by the Noteholder may be lost, so that the
Noteholder in such case would not receive the total amount of the capital invested. In addition, investors that
choose to reinvest monies they receive through an early redemption may be able to do so only in securities with
a lower yield than the redeemed Notes.

Implementation of CRD IV package

Under EU legislation through the "CRD IV package" which consists of the Capital Requirements Directive no.
2013/36/EU dated 26 June 2013 and the Capital Requirements Regulation no. 575/2013 dated 26 June 2013. A
number of requirements arising from the CRD IV package was implemented under French law by the Banking
Law (as defined above), as amended, in particular by the Ordonnance (as defined above). The implementation of
the CRD IV package was finalized under French law by Ordonnance no. 2014-158 dated 20 February 2014 at
the legislative level and by several décrets and arrêtés dated 3 November 2014.

The implementation of CRD IV package has and will continue to bring about a number of substantial changes to
the current capital requirements, prudential oversight and risk-management systems, including those of the
Issuer. The direction and the magnitude of the impact of CRD IV package will depend on the particular asset
structure of each bank and its precise impact on the Issuer cannot be quantified with certainty at this time. The
Issuer may operate its business in ways that are less profitable than its present operation in complying with the
new guidelines resulting from the transposition and application of the CRD IV package.

9

In addition, the implementation of CRD IV package could affect the risk weighting of the Notes in respect of
certain investors to the extent that those investors are subject to the new guidelines resulting from the
implementation of the CRD IV package. Accordingly, recipients of this Prospectus should consult their own
advisers as to the consequences and effects the implementation of the CRD IV package could have on them.

The terms of the Notes contain a waiver of set-off rights

The terms of the Notes provide that their holders waive any set-off rights to which they might otherwise be
entitled to the extent such rights would otherwise impact the loss absorbing capacity of the Notes. As a
result, holders of the Notes will not at any time be entitled to set-off the Issuer's obligations under the Notes
against obligations owed by them to the Issuer.

No Events of Default

The Notes do not contain any events of default. In no event will holders of the Notes be able to accelerate
the maturity of their Notes. Accordingly, if the Issuer fails to meet any obligations under the Notes, investors
will not have the right of acceleration of principal. Upon a payment default, the sole remedy available to
holders of Notes for recovery of amounts owing in respect of any payment of principal or interest on the
Notes will be the institution of proceedings to enforce such payment. Notwithstanding the foregoing, the
Issuer will not, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums
sooner than the same would otherwise have been payable by it.

The terms of the Notes contain very limited covenants

There is no negative pledge in respect of the Notes. In addition, the Notes do not require the Issuer to
comply with financial ratios or otherwise limit its ability or that of its subsidiaries to incur additional debt,
nor do they limit the Issuer's ability to use cash to make investments or acquisitions, or the ability of the
Issuer or its subsidiaries to pay dividends, repurchase shares or otherwise distribute cash to shareholders.
Such actions could potentially affect the Issuer's ability to service its debt obligations, including those of the
Notes

French Insolvency Law

The Noteholders will be grouped automatically for the defence of their common interests in a Masse, as defined
in the Terms and Conditions of the Notes. However, under French insolvency law, holders of debt securities are
automatically grouped into a single assembly of holders (the "Assembly") in order to defend their common
interests if a safeguard procedure (procédure de sauvegarde), accelerated preservation (procédure de sauvegarde
accélérée), an accelerated financial safeguard procedure (procédure de sauvegarde financière accélérée) or a
judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the
Issuer.

The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not
under a debt issuance programme (such as a Euro Medium Term Note Programme) and regardless of their
governing law.

The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde), accelerated safeguard
plan (projet de plan de sauvegarde accélérée), accelerated financial safeguard plan (projet de plan de
sauvegarde financière accélérée) or judicial reorganisation plan (projet de plan de redressement) applicable to
the Issuer and may further agree to:

-
increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling
payments which are due and/or partially or totally writing-off debts;

-
establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or

-
decide to convert debt securities (including the Notes) into securities that give or may give right to share
capital.

Decisions of the Assembly will be taken by a two-third (2/3) majority (calculated as a proportion of the amount
of debt securities held by the holders who have cast a vote at such Assembly). No quorum is required to convoke
of the Assembly.

10

Document Outline

#3">PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS 4
#3">RISK FACTORS 5
#3">DOCUMENTS INCORPORATED BY REFERENCE 14
#3">USE OF PROCEEDS 18
#3">DESCRIPTION OF the issuer AND THE GROUP 19
#3">TERMS and conditions of the notes 20
#3">TAXATION 32
#3">SUBSCRIPTION AND SALE 36
#3">GENERAL INFORMATION 38
#5">1. rISK FACTORS RELATING to the issuer AND ITS ACTIVITY
#12">Market value of the Notes
#12">The market value of the Notes will be affected by the creditworthiness of the Issuer and/or that of the Group and a number of additional factors, including, but not limited to, market interest, yield and rates and the time remaining to the maturity d...
#12">The market value of the Notes depends on a number of interrelated factors, including economic, financial and political events in France or elsewhere, including factors affecting capital markets generally and the stock exchanges on which the Notes are...
#12">Certain of the Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for, the Issuer and their affiliates in the ordinary course...
#12">In addition, in the ordinary course of their business activities, the Joint Lead Managers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial...
#12">Typically, such Joint Lead Managers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the N...
#12">The Joint Lead Managers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, ...
#20">1. Definitions and Interpretation
- #20">1.1 Definitions
  - #21">(a) contain terms which at such time comply with the then current requirements for MREL-Eligible Instruments as embodied in the MREL Regulations; and
  - #21">(b) carry the same rate of interest from time to time applying to the Notes prior to the relevant substitution or variation pursuant to Condition 11 (Substitution and Variation); and
  - #21">(c) have the same outstanding principal amount as the Notes prior to the relevant substitution or variation pursuant to Condition 11 (Substitution and Variation); and
  - #22">(d) have the same date of maturity and the same dates for payment of interest as the Notes prior to the relevant substitution or variation pursuant to Condition 11 (Substitution and Variation); and
  - #22">(e) rank pari passu with the Notes prior to the relevant substitution or variation pursuant to Condition 11 (Substitution and Variation); and
  - #22">(f) shall not at such time be subject to a MREL Disqualification Event and/or a Tax Event, as applicable; and
  - #22">(g) have terms not otherwise materially less favourable to the Noteholders than the terms of the Notes, as reasonably determined by the Issuer, and provided that the Issuer shall have delivered an officers certificate to that effect to the Fiscal Age...
  - #22">(h) are listed or admitted to trading on any Regulated Market.
- #23">1.2 Interpretation
  - #23">(a) any reference to "principal" shall be deemed to include the outstanding principal amount of the Notes and any other amount in the nature of principal payable pursuant to these Conditions; and
  - #23">(b) any reference to "interest" shall be deemed to include the amount of interest and any additional amounts in respect of interest which may be payable under Condition 8 (Taxation) and any other amount in the nature of interest payable pursuant to th...
#23">2. Form, Denomination and Title
#23">3. Status of the Notes
- #23">(a) pari passu among themselves and with other Senior Non-Preferred Obligations;
- #23">(b) senior to Subordinated Obligations; and
- #23">(c) junior to present and future claims benefiting from statutory preferences, including Senior Preferred Obligations.
- #23">(a) only after, and subject to, payment in full of holders of Senior Preferred Obligations and other present and future claims benefiting from statutory preferences or otherwise ranking in priority to Senior Non-Preferred Obligations; and
- #23">(b) subject to such payment in full, in priority to holders of Subordinated Obligations and other present and future claims otherwise ranking junior to Senior Non-Preferred Obligations.
#23">4. Negative Pledge
#23">5. Interest
- #23">5.1 Interest rate
- #24">5.2 Accrual of interest
#24">6. Redemption and Purchase
- #24">6.1 Redemption at Maturity
- #24">6.2 Redemption upon the occurrence of a MREL Disqualification Event
- #24">6.3 Redemption upon the occurrence of a Tax Event
- #24">6.4 Purchase
- #24">6.5 Cancellation
#25">7. Payments
- #25">7.1 Method of Payment
- #25">7.2 Payment on Business Days
- #25">If any due date for payment of principal, interest or other amounts in respect of any Note is not a Business Day, then the holder of such Note shall not be entitled to payment of the amount due until the next following Business Day and will not be ent...
- #25">7.3 Appointment of Agents
#25">8. Taxation
- #26">8.1 Supply of information
#26">9. No Event of Default
#26">10. Waiver of Set-Off
#26">11. Substitution and Variation
#27">12. Representation of Noteholders
#29">13. Further Issues
#29">14. Notices
#30">15. Prescription
#30">16. Governing Law and Jurisdiction
- #30">16.1 Governing law
- #30">16.2 Jurisdiction
#30">17. Bail-in
- #30">17.1 Acknowledgement
  - #30">(a) to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, which may include and result in any of the following, or some combination thereof:
    - #30">(i) the reduction of all, or a portion, of the Amounts Due (as defined below) on a permanent basis;
    - #30">(ii) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Issuer or another person (and the issue to the Noteholder of such shares, securities or obligations), including by means of an amend...
    - #30">(iii) the cancellation of the Notes;
    - #30">(iv) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and
  - #30">(b) that the terms of the Notes are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority.
- #30">17.2 Payment of Interest and other outstanding Amounts Due
- #30">17.3 Notice to Noteholders
- #31">17.4 Duties of the Fiscal Agent
- #31">17.5 Proration
- #31">17.6 Conditions Exhaustive