Obligation Crédit Agricole SA 0% ( GG00B243LB65 ) en EUR

Crédit Agricole SA

100 % ▼

France

GG00B243LB65 ( en EUR )

20/08/2012 - Obligation échue

Prospectus brochure de l'obligation Credit Agricole GG00B243LB65 en EUR 0%, échue

Crédit Agricole est un groupe bancaire coopératif français, présent à l'international, structuré autour de caisses régionales et proposant une large gamme de services financiers.

L'Obligation émise par Crédit Agricole SA ( France ) , en EUR, avec le code ISIN GG00B243LB65, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/08/2012

Base Prospectus dated 16 May 2012
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(a limited liability company incorporated in France as a "société anonyme")
and
CRÉDIT AGRICOLE CIB FINANCIAL PRODUCTS (GUERNSEY) LIMITED
(a limited liability company incorporated in Guernsey)
and
CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED
(a limited liability company incorporated in Guernsey)
and
CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS
(a limited liability company incorporated in France)
Programme for the Issuance of Warrants and Certificates
unconditionally and irrevocably guaranteed by
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Financial Products (Guernsey) Limited, Crédit Agricole CIB Finance
(Guernsey) Limited and Crédit Agricole CIB Financial Solutions (each an "Issuer" and together the "Issuers") may from time to time issue
warrants (the "Warrants") or certificates (the "Certificates" and, together with the Warrants, the "Securities") under the programme (the
"Programme") described in this document upon the terms and conditions of the Securities described herein as completed, in the case of each issue
of Securities, by final terms (the "Final Terms") in respect of such Securities (the "Terms and Conditions"). Securities of any series will, in the
circumstances described in the relevant Final Terms, give the holder thereof certain rights against the Issuer as described herein and in the relevant
Final Terms, which rights may include the right to receive a cash amount from the Issuer calculated in accordance with the relevant Final Terms or
the right to receive delivery of a specified asset or assets against, in certain circumstances, payment of a specified sum, all as more particularly
described in the relevant Final Terms.
The payment and/or delivery obligations in respect of the Securities issued by Crédit Agricole CIB Financial Products (Guernsey) Limited ("Crédit
Agricole CIB FP"), Crédit Agricole CIB Finance (Guernsey) Limited ("Crédit Agricole CIB FG") or Crédit Agricole CIB Financial Solutions
("Crédit Agricole CIB FS") are guaranteed by Crédit Agricole Corporate and Investment Bank (the "Guarantor") pursuant to a deed of guarantee
dated 16 May 2012 (as amended or supplemented from time to time, the "Guarantee"), the form of which is set out herein. See "Form of
Guarantee" herein.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg in its capacity as competent
authority under the Luxembourg Law on Prospectuses for Securities dated 10 July 2005 to approve this document as a Base Prospectus. The CSSF
assumes no responsibility as to the economic and financial soundness of the transaction and the quality or solvency of the Issuers in accordance with
the provisions of article 7(7) of the Luxembourg Law on prospectuses for securities. This Base Prospectus shall apply to all Securities issued on or
after the date of this Base Prospectus. Application may be made for Securities issued under the Programme to be listed and admitted to trading on
the EuroMTF exchange (the "EuroMTF Market") or to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the
"Regulated Market") and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to the
"Luxembourg Stock Exchange" (and all related references) shall include the Regulated Market and/or the EuroMTF Market, as the case may be
(as specified in the applicable Final Terms). Application may be made for certain Securities issued under the Programme to be listed on Borsa
Italiana S.p.A. and to be admitted trading on the Electronic Securitised Derivatives Market of Borsa Italiana S.p.A. (the "SeDeX Market") ("Italian
Listed Securities"). In addition, references in this Base Prospectus to Securities being "listed" (and all related references) shall mean that such
Securities have been listed and admitted to trading on the Luxembourg Stock Exchange or listed on Borsa Italiana S.p.A and admitted to trading on
the SeDeX Market or, as the case may be, another MiFID Regulated Market (as defined below). The Luxembourg Stock Exchange's Regulated
Market and the SeDeX Market are regulated markets for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (each such
regulated market being a "MiFID Regulated Market"). This Base Prospectus may be used to list and have admitted to trading Securities on the
EuroMTF Market or to have Securities admitted to trading on the Regulated Market and listed on the Official List of the Luxembourg Stock
Exchange or listed on Borsa Italiana S.p.A. and admitted to trading on the SeDeX Market, pursuant to the Programme. The Programme provides
that Securities may be listed on such further or other stock exchange(s) as the relevant Issuer may decide. The applicable Final Terms will specify
whether or not Securities are to be listed and admitted to trading on the Luxembourg Stock Exchange, the SeDeX Market and/or any other stock
exchange(s). The Issuer may also issue unlisted Securities.
The Securities and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or any securities laws of any state of the United States, and may not be offered, sold or otherwise transferred within the United States or to, or for
the account or benefit of, any U.S. person (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 and in accordance with any applicable securities laws of
any state of the United States.
The Securities are being offered and sold pursuant to the registration exemption contained in Regulation S under the Securities Act. The Securities,
or interests therein, may not at any time be offered, sold, resold, traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly
in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S) and any offer, sale, resale, trade, pledge,
exercise, redemption, transfer or delivery made, directly or indirectly, within the United States or to, or for the account of, a U.S. person will not be
recognised. However, notwithstanding the above, the Final Terms may provide that any Issuer or the manager appointed by any Issuer may arrange
for the offer and sale of a portion of the Securities of certain series within the United States exclusively to persons that are both (i) qualified
institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act in reliance on the exemption provided by Rule 144A under the
Securities Act and (ii) qualified purchasers ("QPs") within the meaning of Section 3(c)(7) and as defined in Section 2(a)(51)(A) of the U.S.

Investment Company Act of 1940, as amended (the "Investment Company Act"). See "Offers and Sales" herein. In certain circumstances,
exercise, and/or delivery of a specified asset pursuant to the terms of Securities will be conditional upon certification as to non-US beneficial
ownership. See "Terms and Conditions of the Warrants" and "Terms and Conditions of the Certificates" herein.
Neither the sale of nor trading in Securities has been approved by the U.S. Commodity Futures Exchange Commission under the U.S. Commodity
Exchange Act, as amended. Unless otherwise provided in the applicable Final Terms, Securities may only be offered, sold or delivered at any time,
directly or indirectly, outside the United States or to, or for the account or benefit of, non-U.S. persons, and U.S. persons may not trade or maintain
a position in such Securities. Any such offer, sale or delivery to, or for the account of, a U.S. person will not be recognised. Such Securities are
being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. See "Offers and Sales" herein.
The Securities are not insured by the Federal Deposit Insurance Corporation.
None of the Issuers or the Guarantor have registered, or will register, as an "investment company" under the Investment Company Act.
Securities sold in the United States or to, or for the account or benefit of, U.S. persons will be sold through a broker dealer registered under the U.S.
Securities Exchange Act of 1934, as amended (the "Securities Exchange Act") specified in the applicable Final Terms.
This Prospectus is exempt from the requirements of the Prospectus Rules, 2008 issued by the Guernsey Financial Services Commission. Neither the
Guernsey Financial Services Commission nor the States of Guernsey Policy Council take any financial responsibility for the financial soundness of
the Issuer or for the correctness of any statements made or any opinions expressed with regards to them.
Each series of Warrants (other than Dematerialised Warrants (as defined below)) will be represented by one or more global warrants (each a
"Global Warrant") and each Series of Certificates (other than Dematerialised Certificates (as defined below)) will be represented by one or more
global certificates (each a "Global Certificate"), which will, in each case, be issued and deposited with a common depositary for Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or with a common depositary for any
additional or alternative clearing system which is specified in an applicable Final Terms, on the date of issue of the relevant Securities. For the
purposes of allowing clearing of Securities in alternative clearing systems, Warrants or Certificates of any series may be issued in registered
uncertificated and dematerialised book-entry form (respectively, "Dematerialised Warrants" and "Dematerialised Certificates" and, together,
"Dematerialised Securities") in accordance with all applicable laws of the relevant jurisdiction of such alternative clearing system and the rules
and regulations of such alternative clearing system or any nominee thereof. Such Dematerialised Securities may include Dematerialised Securities
cleared through Euroclear Sweden ("Swedish Securities") in accordance with the Swedish Financial Instruments Accounts Act of 1998 (as
amended from time to time), Dematerialised Securities cleared through and registered with a Norwegian securities depositary which is expected to
be VPS ASA ("VPS") ("Norwegian Securities") in accordance with the Norwegian Securities Register Act of 2002 (as amended from time to
time). Dematerialised Securities cleared through and registered with Euroclear Finland ("Finnish Securities") in accordance with the Finnish Act
on the Book-Entry System (826/1991) and the Finnish Act on Book-Entry Accounts (827/1991) (as amended from time to time) and Dematerialised
Securities cleared through Monte Titoli ("Italian Securities" ) in accordance with the applicable provisions of the Italian law, including Legislative
Decree no. 58 of 24 February 1998 (as amended from time to time) (the "Italian Financial Services Act") and its implementing regulations.
Crédit Agricole Corporate and Investment Bank's long term debt has been rated "Aa3" by Moody's Investors Services Limited ("Moody's"), "A"
by Standard & Poor's Rating Services, a division of the McGraw Hill Companies Inc. ("S&P") and "A+" by Fitch Ratings ("Fitch"). Investors
should not assume or imply that any rating ascribed to any Issuer or any of its indebtedness or credit would apply to the Securities. Each of
Moody's, S&P and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 as amended by Regulation (EU)
No 513/2011. The latest update of the list of registered credit rating agencies is published on the website of the European Securities and Markets
Authority.
Prospective investors should be aware of the particular risks involved in investing in Securities. See "Risk Factors".
Arranger and Dealer
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
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This Base Prospectus (together with supplements to this Base Prospectus from time to time (each a "Supplement" and
together the "Supplements") comprises a base prospectus for the purposes of (i) Article 5.4 of Directive 2003/71/EC
(the "Prospectus Directive") and (ii) the relevant implementing measures in the Grand Duchy of Luxembourg and, in
each case, for the purpose of giving information with regard to the Issuer and, if applicable, the Guarantor. In relation
to each separate issue of Securities, the final offer price and the amount of such Securities will be determined by the
Issuer and the relevant Dealers in accordance with prevailing market conditions at the time of the issue of the
Securities and will be set out in the relevant Final Terms.
The Issuers and the Guarantor, having taken all reasonable care to ensure that such is the case, each confirms that, to
the best of its knowledge and belief, the information contained or incorporated by reference in this Base Prospectus
(including, for the avoidance of doubt, the free English translation of Crédit Agricole Corporate and Investment
Bank's Document de Référence for the 2011 and 2010 financial years and the free English translation of the audited
consolidated financial statements of Crédit Agricole CIB Financial Solutions as at, and for the years ended, 31
December 2011 and 2010 and of the audit reports thereon) is in accordance with the facts and does not omit anything
likely to affect the import of such information. The Issuers and the Guarantor (the "Responsible Persons") accept
responsibility accordingly. This Base Prospectus is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall
be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.
Securities may be issued on a continuing basis to one or more of the Dealers specified under "Offers and Sales" below
and any additional dealer appointed under the Programme from time to time by the Issuers (each a "Dealer" and
together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this
Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Securities being (or intended to be) subscribed
or purchased by more than one Dealer, be to all Dealers agreeing to subscribe or purchase such Securities.
No Dealer has independently verified the information contained in this Base Prospectus. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by
any Dealer as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or
any other information provided by the Issuer or, if applicable, the Guarantor in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuers or the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuers, the Guarantor or any Dealer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information supplied in
connection with the Programme or the Securities and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer, the Guarantor or any Dealer.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required
by the Issuers, the Guarantor and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Securities and the distribution of this Base
Prospectus and other offering material relating to the Securities see "Offers and Sales" below.
Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make
such offer or solicitation, and no action has been taken or will be taken to permit an offering of the Securities or the
distribution of this Base Prospectus in any jurisdiction where any such action is required.
Persons into whose possession offering material comes must inform themselves about and observe any such
restrictions. This Base Prospectus does not constitute, and may not be used for or in connection with, an offer to any
person to whom it is unlawful to make such an offer or a solicitation by anyone not authorised so to act.
Prospective investors in any Securities that are U.S. taxpayers should consult their own advisers concerning U.S. tax
considerations relevant to an investment in such Securities.
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None of the Issuers, the Guarantor or any Dealer has investigated, or has access to information that would permit it to
ascertain, whether any company that has issued equity, debt or other instruments to which any Securities directly or
indirectly relate is a passive foreign investment company for U.S. federal tax purposes.
The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning the
Issuers or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with this Base Prospectus is correct as of any time subsequent to the date indicated in the document
containing the same. Investors should review the documents incorporated herein by reference when deciding whether
or not to purchase any Securities.
The Securities will be exercisable or entitled to the rights thereunder in the manner set forth herein and in the
applicable Final Terms. Whether upon exercise or not, in order to receive payment of any amount or delivery of any
asset due under any Security, the Warrantholder and/or the Certificateholder (as defined in the Terms and Conditions)
may be required to certify (in accordance with the provisions outlined in "Offers and Sales" below) that it is not a U.S.
person or a person who has purchased a Security for resale to U.S. persons and that it is not exercising such Security
and/or receiving such payment or delivery on behalf of a U.S. person. Upon transfer or exchange of a Security, the
Warrantholder and/or the Certificateholder may, in certain circumstances, be required to certify that the transfer or
exchange, as the case may be, is being made to a person whom the transferor or exchangor reasonably believes is not a
U.S. person or is a QIB that is also a QP, as applicable, who acquired the right to such transfer or exchange in a
transaction exempt from the registration requirements of the Securities Act. The proposed transferee may also be
required to deliver an investment letter as a condition precedent to such proposed transfer or exchange.
Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities
laws, the offeree (and each employee, representative, or other agent of the offeree) may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of the offering and all materials of any kind
(including opinions and other tax analyses) that are provided to the offeree relating to such tax treatment and tax
structure. For this purpose, "tax structure" means any facts relevant to the U.S. federal income tax treatment of the
offering but does not include information relating to the identity of the Issuer.
Prospective Warrantholders and/or Certificateholders are hereby notified that the Issuers will be relying on the
exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A under the
Securities Act.
The Securities have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States, and none of the foregoing authorities has passed upon or endorsed the
merits of any Securities or the accuracy or the adequacy of this Base Prospectus. Any representation to the contrary is
a criminal offence. This Base Prospectus does not constitute an offer of or an invitation by or on behalf of the Issuers
or any Dealer to subscribe for, or purchase, any Securities.
All references in this document to "euro", "EUR", "EURO" and "" refer to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty establishing the European Community,
as amended, references to "U.S. dollars", "U.S.$", "USD" and "$" refer to the lawful currency of the United States of
America, references to "Sterling", "GBP" and "£" refer to the lawful currency of the United Kingdom, references to
"Japanese Yen", "JPY" and "¥" refer to the lawful currency of Japan, references to "Renminbi" or "RMB" are to the
lawful currency of the People's Republic of China, references to "Singapore dollars" or "SGD" are to the lawful
currency of Singapore, references to "Australian dollar" or "AUD" are to the lawful currency of Australia and
references to "Hong Kong dollars" and "HK$" refer to the lawful currency for the time being of Hong Kong Special
Administrative Region of the People's Republic of China.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Crédit Agricole Corporate and Investment Bank and Crédit Agricole CIB FS are corporations organised under the
laws of France. Crédit Agricole CIB FP and Crédit Agricole CIB FG are corporations organised under the laws of
Guernsey. All of the officers and directors named herein reside outside the United States and all or a substantial
portion of the assets of the Issuers and the Guarantor and of such officers and directors are located outside the United
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States. As a result, it may not be possible for investors to effect service of process outside France or Guernsey, as the
case may be, upon the Issuers, the Guarantor or such persons, or to enforce judgments against them obtained in courts
outside France or Guernsey, as the case may be, predicated upon civil liabilities of the Issuer, the Guarantor or such
directors and officers under laws other than the laws of France or Guernsey, as the case may be, including any
judgment predicated upon United States federal securities laws.
In an original action brought in France predicated solely upon the US federal securities laws, French courts may not
have the requisite jurisdiction to adjudicate such action. Actions for enforcement of judgments of US courts rendered
against the French persons referred to in the preceding paragraph would require such French persons to waive their
right under Article 15 of the French Civil Code to be sued in France only. Crédit Agricole Corporate and Investment
Bank and Crédit Agricole CIB FS believes that no such French persons have waived such right with respect to actions
predicated solely upon US federal securities laws.
AVAILABLE INFORMATION
While any Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, each
Issuer has undertaken that it shall, during any period in which such Issuer is neither subject to Section 13 or 15(d) of
the Securities Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, make
available to each holder or beneficial owner of Securities and any prospective purchaser of any Security designated by
such holder or beneficial owner of Warrants, in each case upon request, the information specified in, and satisfying the
requirements of Rule 144A(d)(4) under the Securities Act. Any such request should be directed to the Issuer at its
registered office as specified in this Base Prospectus.
FORWARD LOOKING STATEMENTS
The Shelf Registration Document incorporated by reference in this Base Prospectus contains forward-looking
statements. Crédit Agricole Corporate and Investment Bank and the Crédit Agricole Corporate and Investment Bank
Group (being Crédit Agricole Corporate and Investment Bank together with its consolidated subsidiaries, the
"Group") may also make written or oral forward-looking statements in their audited annual financial statements, in
their interim financial statements, in their offering circulars, in press releases and other written materials and in oral
statements made by their officers, directors or employees to third parties. Statements that are not historical facts,
including statements about Crédit Agricole Corporate and Investment Bank's and/or the Group's beliefs and
expectations, are forward-looking statements. These statements are based on current plans, estimates and projections,
and therefore undue reliance should not be placed on them. Forward-looking statements speak only as of the date they
are made, and Crédit Agricole Corporate and Investment Bank and the Group undertake no obligation to update
publicly any of them in light of new information or future events.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE
OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON
IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY
OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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TABLE OF CONTENTS
Page
SUMMARY................................................................................................................................7
RISK FACTORS ......................................................................................................................12
DOCUMENTS INCORPORATED BY REFERENCE ...........................................................27
GENERAL DESCRIPTION OF THE PROGRAMME ...........................................................31
TERMS AND CONDITIONS OF THE WARRANTS............................................................32
FORM OF FINAL TERMS FOR WARRANTS......................................................................78
TERMS AND CONDITIONS OF THE CERTIFICATES ......................................................94
FORM OF FINAL TERMS FOR CERTIFICATES ..............................................................142
USE OF PROCEEDS .............................................................................................................161
FORM OF GUARANTEE......................................................................................................162
DESCRIPTION OF CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK ..165
DESCRIPTION OF CRÉDIT AGRICOLE CIB FINANCIAL PRODUCTS (GUERNSEY)
LIMITED .........................................................................................................................166
DESCRIPTION OF CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED .......168
DESCRIPTION OF CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS ......................170
RECENT DEVELOPMENTS ................................................................................................172
NOTICE TO PURCHASERS AND HOLDERS OF SECURITIES AND TRANSFER
RESTRICTIONS .............................................................................................................173
TAXATION............................................................................................................................178
ERISA CONSIDERATIONS .................................................................................................197
OFFERS AND SALES...........................................................................................................198
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SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Securities should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus
Directive in a Member State of the European Economic Area (an "EEA State"), no civil liability will attach
to the Responsible Persons in that Member State solely on the basis of this summary, including any
translation thereof, unless (a) it is misleading, inaccurate or inconsistent when read together with the other
parts of this Base Prospectus or (b) (once the amendments to the Prospectus Directive made in 2010 have
been implemented in the home Member State) it does not provide, when read together with the other parts of
this Prospectus, key information (as defined in Article 2.1(s) of the Prospectus Directive, as amended) in
order to aid investors when considering whether to invest in any Securities.Where a claim relating to the
information contained in this Base Prospectus is brought before a court in an EEA State, the plaintiff may,
under the national legislation of the EEA State where the claim is brought, be required to bear the costs of
translating this Base Prospectus before the legal proceedings are initiated.
Words and expressions defined in "Risk Factors", "Terms and Conditions" and in the applicable Final
Terms shall have the same meanings in this summary.
Summary information on the Issuers and the Guarantor
Issuers
Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited,
Crédit Agricole CIB Financial Products (Guernsey) Limited and Crédit Agricole CIB Financial
Solutions
Guarantor
Crédit Agricole Corporate and Investment Bank (in respect of issues of Securities by Crédit Agricole
CIB FP, Crédit Agricole CIB FG and Crédit Agricole CIB FS)
Description Crédit Agricole CIB Finance (Guernsey) Limited
of the
Crédit Agricole CIB FG was incorporated on 10 April 1992 in the form of a company limited by shares
Issuers and in accordance with the laws of Guernsey.
the
Guarantor
Crédit Agricole CIB FG's registered office is located at Sarnia House, Le Truchot, St Peter Port,
Guernsey. Crédit Agricole CIB FG was registered on the Island of Guernsey pursuant to an Act of the
Royal Court of Guernsey.
The objects of Crédit Agricole CIB FG as set out in its Memorandum of Incorporation include the
power to carry on business as a finance company, to borrow or raise money by the issue of financial
instruments of whatsoever nature and to receive money on deposit or loan or to secure or guarantee the
payment of sums of money, to lend or advance money on such terms as may seem expedient and to
enter into guarantees, contracts, indemnities and suretyships in respect of associated companies.
The authorised and issued share capital of Crédit Agricole CIB FG is EUR 15,250 divided into 100,000
ordinary shares of EUR 0.1525 each.
Summary financial information
(in thousands of Euros)
As at and for the year ended
As at and for the year
31 December 2010 ended 31 December 2011
Total Balance Sheet
5,965,167
5,434,175
Net Result
1
4
Share Capital
15
15
Unappropriated retained earnings-
5
6
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brought forward
Crédit Agricole CIB Financial Products (Guernsey) Limited
Crédit Agricole CIB FP was incorporated on 8 December 1995 in the form of a company limited by
shares in accordance with the laws of Guernsey. Crédit Agricole CIB FP's registered office is located at
Sarnia House, Le Truchot, St Peter Port, Guernsey. Crédit Agricole CIB FP is registered on the Island
of Guernsey pursuant to an Act of the Royal Court of Guernsey.
The objects of Crédit Agricole CIB FP as set out in its Memorandum of Incorporation include the
power to carry on business as a finance company, to borrow or raise money by the issue of financial
instruments of whatsoever nature and to receive money on deposit or loan or to secure or guarantee the
payment of sums of money, to lend or advance money on such terms as may seem expedient and to
enter into guarantees, contracts, indemnities and suretyships in respect of associated companies.
The authorised and issued share capital of Crédit Agricole CIB FP is EUR 15,250 divided into 100,000
ordinary shares of EUR 0.1525 each all held directly or indirectly by the Guarantor.
Summary financial information
(in thousands of Euros)
As at and for the year ended
As at and for the year
31 December 2010 ended 31 December 2011
Total Balance Sheet
7,514,849
5,904,140
Net Result
3
2
Share Capital
15
15
Unappropriated retained earnings-
10
13
brought forward
Crédit Agricole Corporate and Investment Bank
Crédit Agricole Corporate and Investment Bank is a limited liability company incorporated in France as
a société anonyme governed by a Board of Directors registered at the Registre du Commerce et des
Société Nanterre under the reference SIREN 304 187 701. Its registered office is at 9 quai du Président
Paul Doumer, 92920 Paris La Défense Cedex, Paris, France.
As a French corporation having limited liability, Crédit Agricole Corporate and Investment Bankis
subject to Articles L.225-1 and following and Book 2 of the French Code de Commerce. As a financial
institution, Crédit Agricole Corporate and Investment Bankis subject to Articles L.511-1 and following
and L.531-1 and following of the French Code monétaire et financier.
Unless subject to winding up proceedings or an extension of its term, Crédit Agricole Corporate and
Investment Bank's term of incorporation will expire on 25 November 2064 as provided for in its
constitutional documents.
Crédit Agricole Corporate and Investment Bank is directly owned by more than 95 per cent. by Crédit
Agricole S.A. and is the corporate and investment banking arm of the Crédit Agricole Group.
Summary financial information
Condensed income statement
(in millions of Euros)
As at and for the year ended
As at and for the year
31 December 2010 ended 31 December 2011
Net banking income
5,698
5,886
Gross operating income
1,863
1,734
Net income before taxes
1,351
1,087
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Net income
1,042
680
Net income - Group share
1,005
682
Assets
(in millions of Euros)
As at 31 December 2010
As at 31 December 2011
Total assets
716,192
826,004
Gross loans
161,006
172,239
Assets under management
71,581
79,570
(private banking)
Crédit Agricole CIB Financial Solutions
Crédit Agricole CIB FS is a limited liability company incorporated in France as a "société anonyme"
governed by a Board of Directors registered at the Registre du Commerce et des Sociétés de Nanterre
under the reference SIRET 451 428 049. Its registered office is at 9 quai du President Paul Doumer,
92920 Paris La Défense Cedex, Paris, France.
The objects of Crédit Agricole CIN FS as set ou in its Statuts include the power to borrow funds by way
of issue of securities and financial instruments of any nature, whether guaranteed or not, to purchase,
manage and sell any security and financial instrument, to engage in any cash management and financing
transaction with associated companies, to engage in any transaction involving financial instruments
(including financial futures) traded on any organised market or over-the-counter, to participate directly
or indirectly in any transactions connected with its object by way of the creation or acquisition of new
companies, capital contribution or subscription, purchase or securities or company shares, merger or
otherwise.
The authorised and issued share capital of Crédit Agricole CIB FS is 225.000 divided into 2.500
ordinary shares of 90 each since 25 July 2007.
Summary financial information
(in Euros)
As at and for the year ended
As at and for the year
31 December 2010 ended 31 December 2011
Total Balance Sheet
1,278,112,062
1,900,781,453
Net Result
2,184
-17,078
Share Capital
225,000
225,000
Unappropriated retained earnings-
-11,442
-9,258
brought forward
Summary information on the Securities
Description of the
Warrant and Certificate Programme (the "Programme")
Programme
Arranger and Dealer
Crédit Agricole Corporate and Investment Bank
Principal Warrant and
CACEIS Bank Luxembourg
Certificate Agent,
Luxembourg Warrant Agent,
Certificate Agent, Listing
Agent and Transfer Agent
Currencies
Subject to compliance with all relevant laws, regulations and directives, Securities
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may be issued in any currency.
Type of Securities
Securities may be issued as Index Linked Securities, Share Linked Securities, Debt
Linked Securities, Currency Linked Securities, Commodity Linked Securities,
Interest Rate Linked Securities, Fund Linked Securities or any other or further type
of securities indexed to other underlying instruments or any combination of the
foregoing.
Certificates may be in the form of Perpetual Certificates and/or Leveraged
Certificates.
Settlement
Securities may be cash settled or physically settled.
Issue Price
Securities will be issued at such price specified in the applicable Final Terms.
Clearing Systems
Securities may be cleared through Euroclear, Clearstream, Luxembourg, Euroclear
Sweden AB, VPS ASA, Euroclear Finland Oy, Monte Titoli or such other clearing
system as may be agreed between the Issuer, the Agents and the relevant Dealer.
Taxation
A holder of Securities must pay all specified expenses relating to the Securities.
Neither the Issuers nor the Guarantor shall be liable for or otherwise obliged to pay
any tax, duty, withholding or other payment which may arise as a result of the
ownership, transfer, exercise or enforcement of any Securities and all payments
made and/or assets delivered by the Issuers or the Guarantor shall be made subject
to any such tax, duty, withholding or other payment which may be required to be
made, paid, withheld or deducted.
Status
The Securities constitute unsecured and unsubordinated obligations of the Issuer.
Listing and Admission to
Securities issued under the Programme may be (i) listed and admitted to trading on
Trading
the EuroMTF exchange, (ii) admitted to trading on the Luxembourg Stock
Exchange's regulated market and listed on the Official List of the Luxembourg
Stock Exchange, (iii) listed on Borsa Italiana S.p.A. and admitted to trading on the
Electronic Securitised Derivatives Market of Borsa Italiana S.p.A. Securities may
also be listed on additional or other stock exchange(s), as set out in the relevant
Final Terms. Unlisted Securities may also be issued.
Use of Proceeds
Unless otherwise specified in the relevant Final Terms, the net proceeds from each
issue of Securities will be applied by each of the Issuers for the general corporate
purposes of the Crédit Agricole Corporate and Investment Bank group of
companies.
Governing Law
The Securities and the Guarantee will be governed by English Law.
Selling Restrictions
See "Offers and Sales" below.
Summary of risk factors involved in investing in the Securities
There are certain factors which are material for assessing the market and other risks associated with the Securities and
the ability of each of the Issuers or the Guarantor to fulfil its obligations under the Securities and/or, as the case may be,
the Guarantee.
Risk Factors relating to the Crédit Agricole Corporate and Investment Bank
Issuers/Guarantor
There are certain factors that may affect Crédit Agricole Corporate and Investment
Bank's ability to fulfil its obligations under the Securities or, as the case may be, the
Guarantee. These are incorporated by reference in the section below entitled "Risk
Factors" and include the following:
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Document Outline

#1">Credit Agricole_Base Prospectus_2012.docx