Obligation Arkea Crédit Mutuel 0.875% ( FR0013511227 ) en EUR

Société émettrice Arkea Crédit Mutuel
Prix sur le marché 100 %  ▲ 
Pays  France
Code ISIN  FR0013511227 ( en EUR )
Coupon 0.875% par an ( paiement annuel )
Echéance 07/05/2027 - Obligation échue



Prospectus brochure de l'obligation Crédit Mutuel Arkéa FR0013511227 en EUR 0.875%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée 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 FR0013511227, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/05/2027







Base Prospectus dated 25 June 2019

















CRÉDIT MUTUEL ARKÉA
13,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME


Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), 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 13,000,000,000 (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"). It is the intention of the Issuer that the Subordinated
Notes shall, for supervisory purposes, be treated as Tier 2 Capital (as defined below). 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 the Senior Non-Preferred Notes shall,
for supervisory purposes, be treated as MREL Eligible Instruments (as defined hereinafter).

Application has been made to the Luxembourg Stock Exchange for Notes described in 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 (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 listed and admitted to trading on
another Regulated Market of the European Economic Area ("EEA") and/or offered to the public in any Member State of the EEA, or may be unlisted.

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 approval of this Base 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 and which implements Directive 2003/71/EC dated 4 November 2003, as amended or superseded (the "Prospectus
Directive"), the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer. 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 and/or offered to the public and, if so, the relevant Regulated Market(s) and/or the Member State(s) in the EEA where the Notes will be
offered to the public.

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
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) 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
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
France S.A.S. (''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 Baa1 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 BBB+ by Fitch and Baa1 by Moody's. 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 Base Prospectus, Fitch and Moody's are established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended by
Regulation (EU) No. 513/2011 (the "CRA Regulation") 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) in accordance with the CRA Regulation.

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
CRÉDIT AGRICOLE CIB
CRÉDIT MUTUEL ARKEA
DZ BANK AG
LANDESBANK BADEN-WÜRTTEMBERG
SANTANDER CORPORATE & INVESTMENT BANKING
UNICREDIT BANK




This Base Prospectus (together with all supplements to the Base Prospectus from time to time), which
contains or incorporates by reference 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" or "Crédit
Mutuel Arkéa Group") as well as the base terms and conditions of the Notes to be issued under the
Programme, constitutes a base prospectus for the purposes of article 5.4 of the Prospectus Directive. 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 or more tranches of Notes.

This Base 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 No. 809/2004 dated 29 April 2004 as amended or
superseded (see "Documents incorporated by Reference" below).

This Base Prospectus (together with all supplements to the Base Prospectus 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 amended or
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.

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 the 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.

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

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 the ESMA on 5 February 2018, 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.
2



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.
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, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as
defined in the Prospectus Directive. Consequently, no key information document required by Regulation
(EU) no. 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors 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.

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, 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 the Base Prospectus are for information purposes only and do not form part of the
Base Prospectus.

None of the Dealers or the Issuer makes any representation to any investor in the 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.

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
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.
3



TABLE OF CONTENTS

SUMMARY OF THE PROGRAMME .................................................................................................. 5
RÉSUMÉ EN FRANÇAIS DU PROGRAMME ................................................................................. 28
RISK FACTORS .................................................................................................................................... 53
CONSENT GIVEN IN ACCORDANCE WITH ARTICLE 3.2 OF THE PROSPECTUS
DIRECTIVE (RETAIL CASCADES) .................................................................................................. 74
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................... 76
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 84
SUPPLEMENT TO THE BASE PROSPECTUS ................................................................................ 88
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 89
USE OF PROCEEDS ........................................................................................................................... 130
TEMPORARY GLOBAL CERTIFICATES IN RESPECT OF MATERIALISED NOTES ....... 131
DESCRIPTION OF CRÉDIT MUTUEL ARKÉA AND THE GROUP ......................................... 133
RECENT DEVELOPMENTS ............................................................................................................. 136
FORM OF FINAL TERMS................................................................................................................. 137
TAXATION .......................................................................................................................................... 163
SUBSCRIPTION AND SALE ............................................................................................................. 168
GENERAL INFORMATION ............................................................................................................. 173
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS176

4



SUMMARY OF THE PROGRAMME
Disclaimer:

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 the base prospectus dated 25
disclaimer
June 2019 (the "Base Prospectus") relating to the 13,000,000,000 Euro Medium
regarding the
Term Note Programme (the "Programme") of Crédit Mutuel Arkéa. Any decision
summary
to invest in the notes issued under the Programme (the "Notes") should be based on
consideration of the Base Prospectus as a whole by the investor, including any
supplement related thereto, all documents incorporated by reference therein and, if
any, the final terms (the "Final Terms") with respect to the relevant tranches of
Notes. Where a claim relating to the information contained in this Base Prospectus is
brought before a court, the plaintiff investor might, under the national legislation of
the Member States of the European Economic Area (the "EEA"), have to bear the
costs of translating the 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 the Base Prospectus or it does
not provide, when read together with the other parts of the prospectus, key
information in order to aid investors when considering whether to invest in such
Notes.

A.2 Information
[Not Applicable. There is no consent given by the Issuer to use the Base
regarding
Prospectus.]/[The Issuer consents to the use of the Base Prospectus in connection
consent by the
with any offer that is not within an exemption from the requirement to publish a
Issuer to the use
prospectus under the Directive 2003/71/EC, as amended or superseded (a "Non-
of the Base
exempt Offer"), subject to the following conditions:
Prospectus

(i) the consent is only valid during the period from [[] until []/[the Issue
Date]/[The date which falls [] Business Day thereafter]] (the "Offer
Period");

(ii) the only offerors authorised to use the Base Prospectus to make the Non-
exempt Offer of the Notes are the relevant [Managers] and[(i) [] [and
[]] (specify the name and address of any financial intermediary) and/or
(ii) if the Issuer appoints additional financial intermediaries after []
(being the date of the Final Terms) and shall have published details of
them
on
its
website
(http://www.arkea.com/banque/assurance/credit/mutuel/ecb_5008/fr/analy
ste-ou-investisseur), each financial intermediary whose details are so
published]/[[and] any financial intermediary which is authorised to make
such an offer under the applicable legislation implanting the Directive
2014/65/EU of the European Parliament and of the Council of 15 May
2014 on markets in financial instruments, as amended, which
acknowledges on its website that it is relying on the Base Prospectus to
5



offer the Notes during the Offer Period (the "Authorised Offeror[s]");
[and]

(iii) the consent only extends to the use of the Base Prospectus to make Non-
exempt Offers of the Notes in France and/or the Grand Duchy of
Luxembourg (the "Non-exempt Offer Jurisdiction[s]") (specify the
Member State[s] for which the consent was given);

(iv) the consent relates to Offer Periods (if any) beginning within twelve (12)
months from the date of the approval of the Base Prospectus by the CSSF;
[and]

(v) [the consent is subject to the following other condition[s]: [].]

Any Authorised Offeror, falling within sub-paragraph (ii) above who meets all
of the other conditions stated above and wishes to use the Base Prospectus in
connection with a Non-exempt Offer is required, during the Offer Period, to
publish on its website that it is relying on the Base Prospectus for such Non-
exempt Offer with the consent of the Issuer.

An Investor intending to acquire or acquiring any Notes from an Authorised
Offeror will do so, and offers and sales of the Notes to an Investor by an
Authorised Offeror will be made, in accordance with any terms and other
arrangements in place between such Authorised Offeror and such Investor
including as to price, allocation and settlement arrangements (the "Terms and
Conditions of the Non-exempt Offer"). The Issuer will not be a party to any such
arrangements with Investors (other than Dealers) in connection with the offer
or sale of the Notes and, accordingly, the Base Prospectus and any Final Terms
will not contain such information. The Conditions of the Non-exempt Offer
shall be published by that Authorised Offeror on its website at the relevant
time. None of the Issuer, any of the Dealers or other Authorised Offerors has, or
takes any responsibility or liability for such information.]


Section B ­Issuer

B.1
Legal and
Crédit Mutuel Arkéa (the "Issuer")
commercial
name of the
Issuer

B.2
Domicile/ Legal
The Issuer is incorporated in France under French law as a "Société anonyme
form/
coopérative de crédit à capital variable" (Cooperative limited liability company
Legislation/
with variable share capital). It is governed by the following French laws and
Country of
regulations:
incorporation

-
the law dated 10 September 1947 regulating cooperative companies;
-
Articles L. 231-1 to L. 231-8 of the French Code de commerce on
variable capital;
-
the provisions of the French Code de commerce on commercial
companies;
-
the provisions of the French Code monétaire et financier on the activity
and control of credit institutions;
-
Articles L. 512-55 to L. 512-59 of the French Code monétaire et financier
and all laws related to Crédit Mutuel;
-
the provisions of its by-laws and internal regulations.

The Issuer's domicile is at 1, rue Louis Lichou, 29480 Le Relecq Kerhuon,
France.

B.4b
Known trends
Company's outlook since the publication of its most recent verified financial
6



statements
Economic growth in France is expected to slow down to 1.4% in 2019, compared
with 1.7% in 2018 and 2.3% in 2017 (10-year peak). Activity slowed sharply in the
first half of 2018 due to a reversal in household confidence. The issue of purchasing
power was at the center of this movement. In 2019, the growth of the disposable
income should restore confidence and consumption. In addition, the price of a barrel
of Brent crude oil is also expected to fall this year, to an average of around $65
compared with $72 in 2018. Finally, according to the Ministry of Economy and
Treasury, consumption is expected to increase by 1.7% in 2019 compared with
0.8% in 2018. On the business side, investment would remain dynamic due to high
production capacities, which are not sufficient to meet demand.
The slowdown in global economic growth, in an uncertain environment, has
resulted in a more accommodating tone of discourse among central bankers than in
2018. The US Federal Reserve (the "Fed"), which announced four increases in
2019, has finally stopped raising its rates and could even reduce its key rate
according to 72% of economists. The European Central Bank followed the Fed's
lead by postponing a possible first rate increase until early 2021. In addition, new
targeted long-term refinancing operations (TLTROs) could be put in place in
September 2019 to stimulate credit distribution in the euro area and inflation, which
would remain below the ECB's target of 2% in 2019 (1.7%). In Japan, the central
bank (BoJ) has not changed its highly accommodating monetary policy (short-term
interest rate target of -0.1%, 10-year yields close to 0%, asset purchases).
Numerous uncertainties are still surrounding the global economic outlook. The
escalation of trade tensions between the United States and China and the rise of
protectionism, reflected in the introduction of new tariffs, create a threat to global
economic growth. In addition, there are many geopolitical risks: Iran, Venezuela,
Iran, North Korea, Pakistan. Finally, monetary and financial risks persist in a high-
cycle economic environment and while the indebtedness remains substantial.
At its meeting of January 17, 2018, the Board of Directors of Crédit Mutuel
Arkéa mandated the managers to take all necessary measures to enable Crédit
Mutuel Arkéa to become a cooperative banking group independent from the
Crédit Mutuel, in order to pursue its original development strategy based on three
strengths: its territorial roots, its culture of innovation and its intermediate size.
The directors of the local savings banks and the Crédit Mutuel de Bretagne,
Crédit Mutuel du Sud-Ouest and Crédit Mutuel Massif Central federations were
invited to vote in the first half of 2018, as part of an orientation vote. At the end
of the consultation process initiated by the local savings banks of the Crédit
Mutuel Arkéa group and the holding of Board meetings of the federations, the
Crédit Mutuel Arkéa group has made the results of the votes of the 307 local
savings banks that voted. 94.5 % of the local savings banks voted in favour of the
independence project of Crédit Mutuel Arkéa, which will thus become a group
cooperative and territorial, independent from Crédit Mutuel. This vote
acknowledges the Crédit Mutuel Arkéa group's intention to exit the Crédit
Mutuel and allows opening a project to define the modalities of its disaffiliation.
This project aims to preserve the fundamental characteristics of the cooperative
model and the « raison d'être » of the Crédit Mutuel Arkéa group. It is also a
growth driver and will enable the Crédit Mutuel Arkéa group to continue to serve
its members, customers and partners.
The Crédit Mutuel Arkéa Group has begun the operational implementation of its
unilateral disaffiliation.
For more information, refer to the Section B.5 entitled "Description of the
Group".

B.5
Description of
A cooperative banking and insurance company, Crédit Mutuel Arkéa Group
the Group
comprises the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit
Mutuel Massif Central federations as well as approximately thirty (30) specialised
subsidiaries, which enable it to cover all of the business lines in the banking and
financial area.
7



Crédit Mutuel Arkéa is affiliated to the Confédération Nationale du Crédit Mutuel
(the « CNCM »), the central body of the Crédit Mutuel.
With a network of 461 points of sale and the strength of its 9,000 employees, Crédit
Mutuel Arkéa places openness and development at the heart of its business plan.
Original and bold, resolutely cooperative and mutual, our Group controls the entire
value chain of a bancassurer, from manufacturing to distribution, and affirms its
strategy thanks to a strong and recognized technological know-how.
Crédit Mutuel Arkéa has 56.5 billion in outstanding loans and 111.2 billion in
savings outstanding as at December 31, 2018.
At its meeting of January 17, 2018, the Board of Directors of Crédit Mutuel Arkéa
mandated the managers to take all necessary measures to enable Crédit Mutuel
Arkéa to become a cooperative banking group independent from the Crédit Mutuel,
in order to pursue its original development strategy based on three strengths: its
territorial roots, its culture of innovation and its intermediate size.
The directors of the local savings banks and the Crédit Mutuel de Bretagne, Crédit
Mutuel du Sud-Ouest and Crédit Mutuel Massif Central federations were invited to
vote in the first half of 2018, as part of an orientation vote. At the end of the
consultation process initiated by the local savings banks of the Crédit Mutuel Arkéa
group and the holding of Board meetings of the federations, the Crédit Mutuel
Arkéa group has made the results of the votes of the 307 local savings banks that
voted. 94.5 % of the local savings banks voted in favour of the independence project
of Crédit Mutuel Arkéa, which will thus become a group cooperative and territorial,
independent from Crédit Mutuel. This vote acknowledges the Crédit Mutuel Arkéa
group's intention to exit the Crédit Mutuel and allows opening a project to define
the modalities of its disaffiliation.
The Crédit Mutuel Arkéa group has begun the operational implementation of its
disaffiliation. On June 29, 2018, Crédit Mutuel Arkéa's Board of Directors
approved the main principles of the target organisational structure of the future
independent group. Work to define exhaustive technical details of the project has
been underway for several months and is in the process of being finalised with the
supervisors.
The disaffiliation operations will then be initiated in connection with the CNCM and
in the limit of the powers granted to it by law.
With regard to the convergence process of local savings banks of the Crédit Mutuel
Massif Central federation to Crédit Mutuel Alliance Fédérale (the "CMAF"), the
Board of Directors of the CNCM on June 19, 2018 has given its prior approval to
Crédit Mutuel Massif Central's convergence project to the CMAF. The governance
bodies of the federation and the Crédit Mutuel Massif Central regional bank dated
June 29, 2018 have approved the convergence process.
In any event, and as long as the operations related to the change and collective
agreement, the banking activity of each of Crédit Mutuel Massif's thirty local banks
remains under the collective license granted to Crédit Mutuel Arkéa as a credit
institution.
Target organisation scheme of Crédit Mutuel Arkéa Group
8




B.9
Profit forecast
Not applicable. There is no profit forecast or estimate.
or estimate

B.10
Audit report
Not applicable. The statutory auditors' reports on the consolidated financial
qualifications
statements for each of the financial years ended on 31 December 2017 and
31 December 2018 do not contain any qualification.

B.12
Selected

historical key
Consolidated Financial information (in millions of euros)
financial
information

31 December 2017
31 December 2018
Share capital and


reserves
2,207.9
2,266.4
Consolidated reserves
3,531.4
3,896.4

Net Income
428.1
437.3


Total
shareholders'
6,449.1
6,704.4
equity

Long-medium
and
12,680.7
14,437.8
short term debt*1


*comprising


subordinated debts
1,892.8
1,667.1
debenture loans (gross


value)
7,952.6
9,514.3

1 The "Long-medium and short term debt" item results from the addition of the "debt securities" and
"subordinated debts" accounting items of the Issuer's statements.

There has been no significant change in the financial or trading position of the
Issuer or the Group since 31 December 2018.
There has been no material adverse change in the prospects of the Issuer or the
Group since 31 December 2018.
The CET 1 ratio is 17.5% as at December 31, 2018. Tier 1 or Common Equity Tier
1 (CET 1) totaled 5.59 billion and represented 88% of total regulatory capital. It
increased by 300 million in 2018, which corresponds mainly to the incorporation
of the unappropriated profit for the year.

9



B.13
Recent events
Not applicable. There are no recent events impacting the Issuer's solvency.
impacting the
Issuer's
solvency

B.14
Dependance
Not applicable. The Issuer is not dependent upon other entities of the Group.
upon other
Group entities
B.15 Principal
As a producer and distributor, Crédit Mutuel Arkéa can offer its customers, whether
activities
they are individuals, companies, associations or local authorities, a full range of
banking, financial, asset management and insurance products and services. The
Group also stands apart through its development of private label banking services on
behalf of other financial institutions and payments institutions.

A cooperative and mutual banking institution, Crédit Mutuel Arkéa is not listed on
the stock exchange. It is owned by its customer shareholders, who are both
shareholders and customers. The Group, which combines a strong financial position
and long-term growth strategy, thereby puts its performance to work on behalf of the
real economy and the projects of its 4.5 million customers.

B.16
Major
Crédit Mutuel Arkéa's capital is owned by the local savings banks (Caisses
shareholders
Locales) of the Crédit Mutuel de Bretagne, Crédit Mutuel du Sud-Ouest and Crédit
Mutuel Massif Central federations. None of these local savings banks hold more
than 5% of the capital of Crédit Mutuel Arkéa. No agreement exists that is likely to
result in a change of control in the company.

The governing bodies of the federation and Crédit Mutuel Massif Central caisse
régionale, dated June 29, 2018, approved the convergence process.

B.17
Solicited credit
Senior Preferred Notes to be issued under the Programme are expected to be rated
ratings
A/F1 by Fitch France S.A.S. (''Fitch'') and Aa3/P-1 by Moody's France S.A.S
("Moody's"). Senior Non-Preferred Notes to be issued under the Programme are
expected to be rated A- by Fitch and Baa1 by Moody's. Subordinated Notes to be
issued under the Programme are expected to be rated BBB+ by Fitch and Baa1 by
Moody's.

As at the date of this Base Prospectus, Fitch and Moody's are established in the
European Union, registered under Regulation (EC) No. 1060/2009, as amended by
Regulation (EU) No. 513/2011 (the "CRA Regulation") and included in the list of
registered credit rating agencies published by the European Securities and Markets
Authority ("ESMA") on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk).

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.


Section C ­ Securities
C.1
Type and Class
The Notes are [Fixed Rate]/[Fixed Rate Resettable]/[Floating Rate]/[Zero
of Notes/ ISIN
Coupon]/[CMS
Linked]/[Fixed/Floating
Rate]/[Fixed/CMS
Linked]/[Floating/Fixed
Rate]/[CMS
Linked/Fixed
Rate]/[Fixed/Fixed
Rate]/[Floating/Floating Rate]/[CMS/CMS Linked]/[Range Accrual]/[Inverse
Floating Rate]/[Inverse CMS Linked]/ Notes.
The ISIN code of the Notes is: [].
The common code of the Notes is: [].

C.2
Currency
Subject to compliance with all relevant laws, regulations and directives, Notes
may be issued in Euro, U.S. Dollars, Japanese Yen, Swiss francs, Sterling and in
any other currency agreed between the Issuer and the relevant Dealer(s).
The Notes are denominated in [].
10