Obligation Arca 0.375% ( FR0013375797 ) en EUR

Arca

100 % ▲

France

FR0013375797 ( en EUR )

0.375% par an ( paiement annuel )

04/03/2024 - Obligation échue

Prospectus brochure de l'obligation Arkéa FR0013375797 en EUR 0.375%, échue

ARK: Survival Evolved est un jeu vidéo de survie en monde ouvert où les joueurs doivent coopérer ou s'affronter pour survivre face à des dinosaures et d'autres dangers.

L'Obligation émise par Arca ( France ) , en EUR, avec le code ISIN FR0013375797, paye un coupon de 0.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/03/2024

Base Prospectus dated 13 September 2018

Arkéa Home Loans SFH
(duly licensed French specialised credit institution)
10,000,000,000
COVERED BOND PROGRAMME
for the issue of Obligations de Financement de l'Habitat
Under the Covered Bond Programme described in this Base Prospectus (the "Programme"), Arkéa Home Loans SFH (the "Issuer"), subject to compliance with all
relevant laws, regulations and directives, may from time to time issue covered bonds (obligations de financement de l'habitat) to be governed either by French law or
German law (respectively, the "French law Covered Bonds" or the "German law Covered Bonds" and, together, the "Covered Bonds"). The Issuer is licensed as a
société de financement de l'habitat by the Autorité de contrôle prudentiel et de résolution. All Covered Bonds will benefit from the statutory priority in right of payment
over all the assets and revenues of the Issuer created by Article L. 513-11 of the French Monetary and Financial Code (Code monétaire et financier) (the "Privilège"), as
more fully described herein.
The aggregate nominal amount of the Covered Bonds outstanding will not at any time exceed 10,000,000,000 (or its equivalent in other currencies at the date of issue).
The minimum denomination of each Covered Bond admitted to trading on a Regulated Market (as defined below) in any member state of the European Economic Area
("EEA") (a "Member State") in circumstances which require the publication of a prospectus under the Prospectus Directive (as defined below) will be 1,000 (or its
equivalent in any other currency at the issue date), or such higher amount as may be allowed or required from time to time by the relevant monetary authority or any laws
or regulations applicable to the relevant Specified Currency (as defined in section "Terms and Conditions of the French law Covered Bonds Interest and other
Calculations"). No offer to the public will be made under this Base Prospectus.
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") for approval of this Base Prospectus in relation to the French law Covered
Bonds, in its capacity as competent authority in Luxembourg under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 which implements Directive
2003/71/EC dated 4 November 2003, as amended (the "Prospectus Directive") in Luxembourg. The CSSF has neither reviewed nor approved any information in
relation to the German law Covered Bonds. In the line with the provisions of Article 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. Application will be
made to the Luxembourg Stock Exchange for the Covered Bonds (except the German law Covered Bonds) issued under the Programme during a period of twelve (12)
months after the date of this Base Prospectus to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/UE dated 15 May
2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European Securities Markets Authority (the "ESMA") (each
such market being a "Regulated Market"). Covered Bonds (except the German law Covered Bonds) issued under the Programme may also be unlisted or listed and
admitted to trading on any other market, including any other Regulated Market in any Member State of the EEA. The relevant final terms (the "Final Terms") (a form of
which is contained herein) in respect of the issue of any French law Covered Bonds will specify whether or not such Covered Bonds will be listed and admitted to trading
on any market and, if so, the relevant market. The German law Covered Bonds will not be admitted to trading nor listed on any stock exchange.
Covered Bonds will be issued on a continuous basis in series (each a "Series") having one or more issue dates and (except in respect of the first payment of interest) on
terms otherwise identical, the Covered Bonds of each Series being intended to be interchangeable with all other Covered Bonds of that Series. Each Series may be issued in
tranches (each a "Tranche") on different issue dates. The specific terms of each Series will be set forth in the Final Terms.
French law Covered Bonds may be issued either in dematerialised form ("Dematerialised Covered Bonds") or in materialised form ("Materialised Covered Bonds") as
more fully described herein.
Dematerialised Covered Bonds will at all times be in book entry form in compliance with Articles L. 211-3 et seq. of the French Monetary and Financial Code (Code
monétaire et financier). No physical documents of title will be issued in respect of the Dematerialised Covered Bonds.
Dematerialised Covered Bonds may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France (acting
as central depositary) which shall credit the accounts of the Account Holders (as defined in section "Terms and Conditions of the French law Covered Bonds - 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 a latter case, at the option of the relevant Bondholder (as defined in section "Terms and Conditions of the French law Covered Bonds -
Form, Denomination and Title"), in either fully registered form (au nominatif pur), in which case they will be inscribed in an account maintained by the Issuer or by a
registration agent (appointed in the relevant Final Terms) for the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in
the accounts of the Account Holders designated by the relevant Bondholder.
Materialised Covered Bonds will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest
coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Covered Bonds. Such Temporary Global Certificate will
subsequently be exchanged for definitive Materialised Covered Bonds with, where applicable, coupons for interest or talons attached (the "Definitive Materialised
Covered Bonds "), on or after a date expected to be on or about the fortieth (40th) day after the issue date of the Covered Bonds (subject to postponement as described in
section "Temporary Global Certificate in respect of Materialised Covered Bonds") upon certification as to non-U.S. beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common
depositary for Euroclear and Clearstream, and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuer and the Relevant Dealer(s) (as defined below). In the case of a Tranche which
is not intended to be cleared through Euroclear and/or Clearstream, the Covered Bonds of such Tranche cannot be listed on the Official List of the Luxembourg Stock
Exchange and traded on the Regulated Market of the Luxembourg Stock Exchange.
Covered Bonds to be issued under the Programme are expected on issue to be rated AAA by S&P Global Ratings and Aaa by Moody's Investors Services Ltd (together, the
"Rating Agencies]"). The rating of the relevant Covered Bonds will be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. As of the date of this Base Prospectus, the Rating Agencies
are established in the European Union and registered under Regulation (EU) no. 1060/2009 as amended by Regulation (EU) no. 513/2011 (the "CRA Regulation"), as
amended and included in the list of registered credit rating agencies published by the ESMA on its website (https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk).
German law Covered Bonds will be issued in materialised registered form only.
See section "Risk Factors" below for certain information relevant to an investment in the Covered Bonds to be issued under the Programme.
ARRANGER
CREDIT MUTUEL ARKÉA

PERMANENT DEALER
CREDIT MUTUEL ARKÉA

WS0101.27948895.1

2
This Base Prospectus (together with all supplements thereto from time to time), constitutes a
base prospectus for the purposes of Article 5.4 of the Prospectus Directive and contains or
incorporates by reference all relevant information concerning the Issuer which is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of the Issuer, as well as the base terms and conditions of the
Covered Bonds (except the German law Covered Bonds) to be issued under the Programme. The
terms and conditions applicable to each Tranche not contained or incorporated by reference
herein (including, without limitation, the aggregate nominal amount, issue price, redemption
price thereof, and interest, if any, payable thereunder) will be determined by the Issuer and the
relevant Dealer(s) at the time of the issue and will be set out in the relevant Final Terms.
This Base Prospectus is to be read and construed in conjunction with (i) any document and/or
information which is incorporated herein by reference in accordance with Article 15 of the Loi
relative aux prospectus pour valeurs mobilières dated 10 July 2005 implementing the Prospectus
Directive in Luxembourg and Article 28 of the European Commission Regulation no. 809/2004
dated 29 April 2004, as amended (see section "Documents Incorporated by Reference" below),
(ii) any supplement thereto that may be published from time to time and (iii) in relation to any
Tranche of Covered Bonds, the relevant Final Terms.
This Base Prospectus (together with all supplements thereto from time to time) may only be used
for the purposes for which it has been published.
The Arranger and the Dealer(s) have not separately verified the information contained or
incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealer(s)
makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other information supplied in connection with the Programme (including
any information incorporated by reference) is intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer, the
Arranger or the Dealer(s) that any recipient of this Base Prospectus or any other financial
statements should purchase the Covered Bonds. Each prospective investor in Covered Bonds
should determine for itself the relevance of the information contained or incorporated by
reference in this Base Prospectus and its purchase of Covered Bonds should be based upon such
investigation as it deems necessary. Neither the Arranger nor any of the Dealers undertakes to
review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Base Prospectus nor to advise any investor or prospective investor in the
Covered Bonds of any information that may come to the attention of the Dealer(s) or the
Arranger. Any website included in the Base Prospectus are for information purposes only and
do not form part of the Base Prospectus.
No person is or has been authorised to give any information or to make any representation other
than those contained or incorporated by reference in this Base Prospectus in connection with the
issue or sale of the Covered Bonds and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer, the Arranger or the Dealer(s)
(as defined in section "General Description of the Programme"). Neither the delivery of this
Base Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Base Prospectus has been most recently supplemented or that
there has been no adverse change in the financial position of the Issuer since the date hereof or
the date upon which this Base Prospectus has been most recently supplemented or that any
other information supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
WS0101.27948895.1

3
The distribution of this Base Prospectus and the offering or sale of Covered Bonds in certain
jurisdictions may be restricted by law. The Issuer, the Arranger and the Dealer(s) do not
represent that this Base Prospectus may be lawfully distributed, or that any Covered Bonds may
be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by the Issuer, the Arranger or the Dealer(s) which is intended to permit a public offering
of any Covered Bonds or distribution of this Base Prospectus in any jurisdiction where action
for that purpose is required. Accordingly, no Covered Bond may be offered or sold, directly or
indirectly, and neither this Base Prospectus nor any offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus or any
Covered Bonds may come must inform themselves about, and observe, any such restrictions on
the distribution of this Base Prospectus and the offering and sale of Covered Bonds.
This Base Prospectus has not been submitted to the clearance procedures of the French Autorité
des marchés financiers.
The Covered Bonds 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 may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the
Securities Act ("Regulation S") except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The Covered Bonds may include
Materialised Covered Bonds in bearer form that are subject to U.S. tax law requirements.
Subject to certain exceptions, the Covered Bonds may not be offered or sold or, in the case of
Materialised Covered Bonds in bearer form, delivered within the United States or, in the case of
certain Materialised Covered Bonds in bearer form, to, or for the account or benefit of, United
States persons as defined in the U.S. Internal Revenue Code of 1986, as amended (the "Code").
The Covered Bonds are being offered and sold outside the United States in offshore transactions
in reliance on Regulation S.
For a description of these and certain further restrictions on offers, sales and transfers of
Covered Bonds and on distribution of this Base Prospectus, see section "Subscription and Sale".
In particular, there are restrictions on the distribution of this Base Prospectus and the offer or
sale of Covered Bonds in the United States of America, Japan and the EEA (including France,
Italy, the Netherlands and the United Kingdom).
MiFID II product governance / target market The Final Terms in respect of any Covered
Bonds will include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Covered Bonds, taking into account the five (5)
categories referred to in item 18 of the Guidelines published by the ESMA on 5 February 2018,
and which channels for distribution of the Covered Bonds are appropriate. Any person
subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to Directive
2014/65/EU, as amended ("MiFID II") is responsible for undertaking its own target market
assessment in respect of the Covered Bonds (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Covered Bonds is a manufacturer in respect
of such Covered Bonds, but otherwise neither the Arranger nor the Dealer(s) nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance
Rules.
WS0101.27948895.1

4
PRIIPs / IMPORTANT - EEA RETAIL INVESTORS - If the Final Terms in respect of any
Covered Bonds include a legend entitled "Prohibition of Sales to EEA Retail Investors", the
Covered Bonds are not intended, to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
2016/97/EU, as amended, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently, no key information document required by Regulation (EU)
no. 1286/2014 (the "PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Covered Bonds or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPS Regulation.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the Arranger or the Dealer(s) to subscribe for, or purchase, any Covered Bonds.
None of the Arranger, the Dealer(s) or the Issuer makes any representation to any prospective
investor on the Covered Bonds regarding the legality of its investment under any applicable
laws. Any prospective investor in the Covered Bonds should be able to bear the economic risk of
an investment in the Covered Bonds for an indefinite period of time.
Prospective purchasers of Covered Bonds should ensure that they understand the nature of the
relevant Covered Bonds and the extent of their exposure to risks and that they consider the
suitability of the relevant Covered Bonds as an investment in the light of their own
circumstances and financial condition. Covered Bonds involve a high degree of risk and
potential investors should be prepared to sustain a total loss of the purchase price of their
Covered Bonds. For more information, see section "Risk Factors".
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references
to "", "Euro", "euro" and "EUR" are to the lawful currency of the member states of the
European Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union and as
amended by the Treaty of Amsterdam, references to "Sterling" are to the lawful currency of the
United Kingdom, references to "U.S. Dollar" are to the lawful currency of the United States of
America, references to "Yen" are to the lawful currency of Japan and references to "Swiss
Francs" are to the lawful currency of Switzerland.
In this Base Prospectus, any references to "euro equivalent" means the euro equivalent amount
of the relevant amount denominated in the Specified Currency (as defined in Section "Terms
and Conditions of the French law Covered Bonds"), provided that, if any Borrower Advance is
denominated in a Specified Currency and the Issuer and the Borrower have agreed in advance
the foreign exchange rate that will be applicable, in the final terms for the related Borrower
Advance, then the amount of Eligible Assets that will be required to be granted by the Collateral
Providers in accordance with the relevant terms of the Collateral Security Agreement, as
security for the repayment of such Borrower Advance and which shall secure the "euro
equivalent" amount of such Borrower Advance, shall be calculated using the above mentioned
pre-agreed foreign exchange rate.
WS0101.27948895.1

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TABLE OF CONTENTS

SUMMARY OF THE PROGRAMME ................................................................................................ 6
RESUME DU PROGRAMME (TRANSLATION OF THE SUMMARY OF THE
PROGRAMME) ........................................................................................................................... 28
RISK FACTORS .................................................................................................................................. 53
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................... 86
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS93
STRUCTURE DIAGRAM .................................................................................................................. 94
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 95
TERMS AND CONDITIONS OF THE FRENCH LAW COVERED BONDS ............................. 98
USE OF PROCEEDS ......................................................................................................................... 138
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED COVERED
BONDS ........................................................................................................................................ 139
THE ISSUER ...................................................................................................................................... 141
SUMMARY OF THE SFH LEGAL FRAMEWORK .................................................................... 151
MATERIAL CONTRACTS .............................................................................................................. 157
ASSET MONITORING ..................................................................................................................... 171
CASH FLOW ...................................................................................................................................... 181
ORIGINATION OF THE HOME LOANS ..................................................................................... 187
FORM OF FINAL TERMS ............................................................................................................... 190
[ANNEX - ISSUE SPECIFIC SUMMARY] .................................................................................... 206
TAXATION ........................................................................................................................................ 207
SUBSCRIPTION AND SALE ........................................................................................................... 212
GENERAL INFORMATION ........................................................................................................... 218
FORWARD LOOKING STATEMENTS ........................................................................................ 221
SUPPLEMENT TO THE BASE PROSPECTUS ............................................................................ 222
INDEX OF DEFINED TERMS ........................................................................................................ 223

WS0101.27948895.1

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SUMMARY OF THE PROGRAMME

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
sections A --E (A.1 --E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of 'Not applicable'.

Section A Introduction and warnings
A.1 General
This summary should be read as an introduction to this Base Prospectus.
disclaimer

regarding the
Any decision to invest in the Covered Bonds should be based on a consideration
summary
of this Base Prospectus as a whole by the investor.

Where a claim relating to information contained in this Base Prospectus is brought
before a court, the plaintiff investor, might, under the national legislation of the
Member States, have to bear the costs of translating this Base Prospectus before
the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary,
including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of this Base
Prospectus or it does not provide, when read together with the other parts of this
Base Prospectus, key information in order to aid investors when considering
whether to invest in the Covered Bonds.

A.2 Information
Not applicable. There is no consent given by the Issuer to use the Base Prospectus,
regarding
as supplemented from time to time, and of the applicable final terms (the "Final
consent
by
Terms" and together with the Base Prospectus, the "Prospectus").
the Issuer to

the use of the
Prospectus

Section B Issuer

B.1 Legal
and
Arkéa Home Loans SFH (the "Issuer").
commercial
name of the
Issuer

B.2 Registered
Arkéa Home Loans SFH, a limited liability company (société anonyme)
office/ Legal
incorporated under French law and a duly licensed in France as specialised credit
institution (établissement de crédit spécialisé) with the status of société de
WS0101.27948895.1

7
form/
financement de l'habitat delivered by the Autorité de contrôle prudentiel et de
Legislation/
résolution (the "ACPR").
Country
of

incorporation
The Issuer is governed by the laws and regulations applicable to limited liability
companies (sociétés anonymes), to specialized credit institutions (établissements
de crédit spécialisés) and in particular to sociétés de financement de l'habitat.

The Issuer's registered office is at 232, rue du Général Paulet - B.P. 103 - 29802
Brest Cedex 9 - France.

B.4b Description of
French and European regulators and legislators may, at any time, implement new
any
known
or different measures that could have a significant impact on the Issuer and/or on
trends
the financial system in general. In this respect, the European Commission
affecting the
proposal dated 12 March 2018 for a directive on covered bonds lays down the
Issuer and the
conditions that these bonds have to respect in order to be recognised under the
industries in
European law. It also strengthens investor protection by imposing specific
which
it
supervisory duties. The proposal for a directive is complemented by a proposal for
operates
a regulation amending Regulation (EU) no. 575/2013 of 26 June 2013 on

prudential requirements for credit institutions and investment firms.

B.5 Description of
The Issuer is the dedicated "société de financement de l'habitat" of the Crédit
the
Issuer's
Mutuel Arkéa Group, issuing Covered Bonds (obligations de financement de
Group
and
l'habitat).
the
Issuer's

position
The Crédit Mutuel Arkéa Group is composed of Crédit Mutuel Arkéa (société
within
the
anonyme coopérative de crédit à capital variable), the Crédit Mutuel entities (each,
Group
a "Crédit Mutuel Entity"), and any other entities (including Belgian entities)
(each, an "Other Entity") and their respective direct or indirect consolidated
affiliates.

Crédit Mutuel Entity means any Caisse de Crédit Mutuel (within the meaning of
Articles L. 512-55 et seq. of the French Monetary and Financial Code (Code
monétaire et financier)) which is affiliated to the Fédération de Crédit Mutuel de
Bretagne, the Fédération de Crédit Mutuel du Sud-Ouest or the Fédération de
Crédit Mutuel Massif Central.

Other Entity means any collateral provider (the "Collateral Provider") controlled
by Crédit Mutuel Arkéa within the meaning of Article L. 233-3 of the French
Commercial Code (Code de commerce) and which is not a Crédit Mutuel Entity.
As the second-largest regional entity in the French Crédit Mutuel network, Crédit
Mutuel Arkéa comprises the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-
Ouest and Crédit Mutuel Massif Central federations as well as approximately 20
specialized affiliates.

This Issuer is an affiliate of Crédit Mutuel Arkéa which holds 99.9% of its share
capital.
On January 17, 2018, Crédit Mutuel Arkéa's board of directors authorised Crédit
Mutuel Arkéa Group's senior management to take all actions enabling Crédit
Mutuel Arkéa to become a cooperative and mutual banking group independent
from the rest of Crédit Mutuel. The directors of Crédit Mutuel Entities and the
directors of Bretagne, Sud-Ouest and Massif Central federations were requested to
vote during the first half of 2018. At the conclusion of the consultation process
initiated by the Crédit Mutuel Arkéa Group's Crédit Mutuel Entities, and after the
WS0101.27948895.1

8
federations' Boards of Directors had met, the Crédit Mutuel Arkéa Group certified
the results of the votes cast by the 307 local banks: 94.5% of the Crédit Mutuel
Entities voted in favor of Crédit Mutuel Arkéa's independence, which will thus
become a cooperative and territorial group with mutualist values, independent from
the rest of Crédit Mutuel.
The Crédit Mutuel Arkéa Group will now begin operational implementation
of its unilateral disaffiliation. At its meeting of June 29, 2018, Crédit Mutuel
Arkéa's Board of Directors approved the planned organizational structure of
the future independent group and called on the local savings banks to convey
their opinion, starting in the fall of 2018, on the implementation of this
structure. It was also decided that Crédit Mutuel Arkéa will do business under
a name other than "Crédit Mutuel." More specifically, with respect to the local
savings banks that are members of the Crédit Mutuel Massif Central federation,
at the Crédit Mutuel Arkéa board of directors' meeting held on January 17,
2018, the Crédit Mutuel Arkéa Group requested the local savings banks of Crédit
Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit Mutuel Massif
Central federations to initiate consultations on the Crédit Mutuel Arkéa Group's
proposed independence. The board of directors of the Crédit Mutuel Massif
Central federation opposed the principle of consulting the boards of directors of
the local savings banks within its purview. Nevertheless, a consultation was
initiated by six of the thirty local savings banks that are members of the Crédit
Mutuel Massif Central federation.
With regard to the process of convergence of Crédit Mutuel Massif Central's
local savings banks members to the Caisse Fédérale de Crédit Mutuel
("CFCM"), the Board of Directors of the CNCM on June 19, 2018 gave its prior
approval to the convergence project of Crédit Mutuel Massif Central to the
CFCM. The governing bodies of the federation and Crédit Mutuel Massif
Central caisse régionale, dated June 29, 2018, approved the convergence
process. At the date of this Prospectus, the banking activity of each of Crédit
Mutuel Massif Central's thirty local savings banks is exercised through the
collective authorisation of Crédit Mutuel Arkéa as a credit institution.

Crédit Mutuel Arkéa Group's proposed organizational structure

B.9 Profit
Not applicable. The Issuer does not provide any figure of profit forecast or
estimate.
WS0101.27948895.1

9
forecast
or

estimate
B.10 Qualifications
Not applicable. There are no qualifications in any audit report on the historical
in
the
financial information included in the Base Prospectus.
auditors'
report

B.12 Selected
Comparative Annual Financial Data (in thousands of EUR)
historical key

financial
Income Statement
31/12/2017
31/12/2016
information
Net banking income
2,320
2,285
Gross operating income
627
642
Net income
208
208
Balance sheet
Total
consolidated
5,179,877
4,683,157
balance sheet
Shareholders equity
42,397
42,349
Debt securities
5,104,479
4,607,288

Comparative Interim Financial Data (in thousands of EUR)

Income Statement
30/06/2018
30/06/2017
Net banking income
1,300
1,108
Gross operating income
337
356
Net income
138
139
Balance sheet
Total
consolidated
6,206,722
4,655,424
balance sheet
Shareholders equity
42,374
42,327
Debt securities
6,133,362
4,583,090

To the best of the Issuer's knowledge, there has been no material adverse change
in the prospects of the Issuer since its last financial statements dated
31 December 2017 and there has been no significant change in the financial or
trading position of the Issuer since 30 June 2018.

B.13 Recent
Not Applicable. As at the date of this Base Prospectus and to the best of the
material
Issuer's knowledge, there have not been any recent events which are to a material
events
extent relevant to the evaluation of the Issuer's solvency since 30 June 2018.
relevant
to
evaluation of
the
Issuer's
solvency

B.14 Extent
to
Please also refer to the information provided in item B.5 above.
WS0101.27948895.1

10
which
the

Issuer
is
The Issuer relies on third parties who have agreed to perform services for the
dependent
Issuer. In particular, the Issuer relies on Crédit Mutuel Arkéa or its affiliates (or
upon
other
their successors) for:
Group
-
the management of its operations in accordance with the provisions of
entities
Article L. 513-15 of the French Monetary and Financial Code (Code
monétaire et financier);
-
its risk management;
-
the origination and monitoring of the home loans granted as collateral
security (as defined hereafter in item B.15);
-
the hedging of its obligations under the Covered Bonds;
-
the provision of liquidity;
-
the opening and operation of certain of its bank accounts.

Without prejudice to the Collateral Security, the Issuer is also exposed to the credit
risk of Crédit Mutuel Arkéa as Borrower under the Borrower Advances granted by
the Issuer.

B.15 Principal
The Issuer's exclusive corporate purpose set out in Article 2 of the Issuer's by-laws
activities
of
is to finance home loans (prêts à l'habitat) (the "Home Loans") and other financial
the Issuer
assets which are eligible under the legal framework applicable to sociétés de
financement de l'habitat and in order to finance such transactions, the Issuer may
issue bonds called obligations de financement de l'habitat that benefit from the
privilège provided for in Article L. 513-11 of the French Monetary and Financial
Code (Code monétaire et financier) (or incur other forms of borrowings benefiting
from the privilège) and may also issue ordinary bonds or raise other sources of
financing which do not benefit from the privilège.

On the date of this Base Prospectus, the sole activity of the Issuer is to issue
Covered Bonds from time to time that benefit from the privilège and to use the
proceeds thereof to fund advances (each, a "Borrower Advance"), as lender (in
such capacity the "Lender"), to Crédit Mutuel Arkéa, as borrower (in such
capacity, the "Borrower") under a credit facility agreement (the "Borrower
Facility Agreement"), such Borrower Advances being fully secured by the
Borrower and the Collateral Providers who shall grant the Home Loan receivables
as collateral security (remise en garantie financière à titre de sûreté) (the
"Collateral Security") pursuant to Articles L. 211-36 to L. 211-40 of the French
Monetary and Financial Code (Code monétaire et financier) (the "Collateral
Security") and the provisions of a collateral security agreement (the "Collateral
Security Agreement").

B.16 Extent
to
At the date of this Base Prospectus, 99.9 per cent. of the Issuer's share capital is
which
the
held by Crédit Mutuel Arkéa.
Issuer
is
directly
or
indirectly
owned
or
controlled

B.17 Credit ratings
[Covered Bonds to be issued under the Programme are expected on issue to be
assigned
to
rated AAA by S&P Global Ratings and Aaa by Moody's Investors Services Ltd
the Issuer or
(together, the "Rating Agencies").
its
debt

securities
The rating of the Covered Bonds will be specified in the relevant Final Terms.
WS0101.27948895.1