Obligation Banque Fédérale du Crédit Mutuel 0% ( XS1439438950 ) en EUR

Société émettrice Banque Fédérale du Crédit Mutuel
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  XS1439438950 ( en EUR )
Coupon 0%
Echéance 04/07/2018 - Obligation échue



Prospectus brochure de l'obligation Banque Federative du Credit Mutuel XS1439438950 en EUR 0%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 50 000 000 EUR
Description détaillée La Banque Fédérative du Crédit Mutuel est l'établissement central du groupe Crédit Mutuel, assurant la cohésion et la gestion du système fédératif des caisses régionales.

L'obligation de type financier, identifiée par le code ISIN XS1439438950, émise par la Banque Fédérative du Crédit Mutuel, entité centrale du groupe Crédit Mutuel ? l'un des principaux acteurs mutualistes et coopératifs du paysage bancaire français, reconnu pour sa présence étendue et son modèle décentralisé ? a atteint sa maturité et a été intégralement remboursée, cette émission, lancée depuis la France et libellée en Euros (EUR), représentant une taille totale de 50 millions d'euros, avec une taille minimale à l'achat fixée à 100 000 euros, et caractérisée par un taux d'intérêt de 0% ? ce qui la positionne comme un instrument sans coupon ou à rendement nul au cours de sa vie ? ainsi qu'une fréquence de paiement unique, ayant définitivement échu le 4 juillet 2018, son prix sur le marché à la date de son remboursement effectif étant de 100% de sa valeur nominale, attestant de son extinction et de la restitution totale du capital aux porteurs, marquant ainsi la clôture réussie de cette opération financière.







Base Prospectus dated 25 August 2022


Euro 60,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Banque Fédérative du Crédit Mutuel ("BFCM" or the
"Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes to be governed either by English law (the
"English Law Notes"), by French law (the "French Law Notes") or by the law of New South Wales, Australia (the "Australian Law Notes") and, together with the English Law Notes
and the French Law Notes, the "Notes"). The aggregate principal amount of Notes outstanding will not at any time exceed euro 60,000,000,000 (or the equivalent in other currencies).
This Base Prospectus supersedes and replaces the Base Prospectus dated 20 July 2021 and all supplements thereto.
Notes will be issued in one or more series (each a "Series"). Notes of each Series may be issued in one or more tranches (each a "Tranche") on different issue dates (each an "Issue
Date") and on terms otherwise identical (except in relation to the interest commencement dates and certain other matters related thereto). Notes may be either senior ("Senior Notes")
or subordinated ("Subordinated Notes"). Senior Notes may be either senior preferred Notes ("Senior Preferred Notes") or senior non-preferred Notes ("Senior Non-Preferred
Notes"). The terms and conditions of the English Law Notes (the "English Law Conditions") are set out herein in the section headed "Terms and Conditions of the English Law Notes"
and the terms and conditions of the French Law Notes (the "French Law Conditions") are set out herein in the section headed "Terms and Conditions of the French Law Notes" (the
English Law Conditions and the French Law Conditions together, the "Terms and Conditions" or the "Conditions", reference to a "Condition" being a reference to the numbered
paragraphs in the English Law Conditions and/or the French Law Conditions, unless otherwise specified).
This Base Prospectus constitutes a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This Prospectus received
the approval number 22-357 on 25 August 2022 from the Autorité des marchés financiers (the "AMF") as competent authority under Prospectus Regulation and shall be in force for a
period of one (1) year as of the date of its approval by the AMF. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake and material
inaccuracy does not apply when this Base Prospectus is no longer valid. This Base Prospectus has been approved by the AMF in France in its capacity as competent authority pursuant
to the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are subject of this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in the Notes.
Application may be made, for the period of 12 months from the date of approval by the AMF of this Base Prospectus, for Notes issued under the Programme to be listed and admitted
to trading on Euronext Paris, to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and admitted to trading on the regulated market of the Luxembourg
Stock Exchange (the "Luxembourg Stock Exchange") and/or to the competent authority of any other Member State of the European Economic Area ("EEA") for Notes issued under
the Programme to be listed and admitted to trading on a Regulated Market (as defined below) in such Member State . Euronext Paris and the regulated market of the Luxembourg Stock
Exchange are regulated markets for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended, appearing on the list of regulated markets published by the
European Securities and Markets Authority (a "Regulated Market"). The relevant final terms (the "Final Terms") (forms of which are contained herein) in respect of the issue of any
Notes will specify whether or not such Notes will be listed and admitted to trading on a Regulated Market and, if so, the relevant Regulated Market.
The Australian Law Notes will not be admitted to trading or listed on any market or stock exchange and nor will they be offered to the public in any jusrisdiction. The terms and
conditions of, and the form of Final Terms with respect to, Australian Law Notes is contained in the Australian Law Deed Poll dated the date of this Base Prospectus (the "Australian
Law Deed Poll").
The approbation number no. 22-357 granted by the AMF on 25 August 2022 to this Base Prospectus is only applicable for English Law Notes and French Law Notes to be listed and
admitted to trading on a Regulated Market and/or offered to the public in France and/or in the Grand Duchy of Luxembourg and/ or any other Member State of the EEA, in which this
Base Prospectus has been passported from time to time. It is not relevant for Australian Law Notes and Notes issued under the Programme for which no prospectus is required under the
Prospectus Regulation, as such Notes will not be admitted to trading or listed on any Regulated Market, nor will they be offered to the public in any Member State of the EEA.

Neither this Base Prospectus nor any other disclosure document in relation to the Notes has been, or will be, lodged with the Australian Securities and Investments Commission. No
action has been taken which would permit an offering of the Notes in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia.

The Issuer is neither a bank nor an authorised deposit-taking institution which is authorised under the Banking Act 1959 of Australia (the "Australian Banking Act"). The Notes will
not be the obligations of the Australian Government and, in particular, the Notes will not be guaranteed by the Commonwealth of Australia. The Issuer is not supervised by the Australian
Prudential Regulation Authority. An investment in any Notes issued by the Issuer will not be covered by the depositor protection provisions in section 13A of the Australian Banking
Act and will not be covered by the Australian Government's bank deposit guarantee (also commonly referred to as the Financial Claims Scheme).

Notes will be in such denomination(s) as may be specified in the relevant Final Terms.

English Law Notes will be issued in bearer form. English Law Notes of each Tranche of each Series will initially be represented by a temporary global note in bearer form (each, a
"Temporary Global Note") or a permanent global note in bearer form (each, a "Permanent Global Note" and, collectively with any Temporary Global Note, the "Global Notes"),
each without interest coupons. Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date being 40
days after the relevant Issue Date (subject to postponement as provided in the Temporary Global Note), upon certification as to non-U.S. beneficial ownership. If the Global Notes are
stated in the applicable Final Terms to be issued in new global note ("NGN" or "New Global Note") form, they are intended to be eligible collateral for Eurosystem monetary policy
and the Global Notes will be delivered on or prior to the original Issue Date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream"). English Law Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the
Issue Date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream or as otherwise agreed between the Is suer and the relevant Dealer (as defined
herein). The provisions governing the exchange of interests in Global Notes for other Global Notes and Definitive Notes (as defined herein) are described in "Summary of Provisions
relating to the English Law Notes while in Global Form".

French Law Notes may be issued in either dematerialised form ("Dematerialised Notes") or materialised form ("Materialised Notes"). Materialised Notes will be in bearer form only
and may only be issued outside France. 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 will be issued in either (i) bearer dematerialised form
(au porteur) inscribed as from the relevant Issue Date in the books of Euroclear France ("Euroclear France") as central depositary which shall credit the accounts of Euroclear France
Account Holders (as defined below) including Euroclear and the depositary bank for Clearstream or (ii) registered form (au nominatif) and, in such latter case, at the option of the
relevant Noteholder in either (x) administered registered form (au nominatif administré), in which case they will be inscribed in the accounts of the Euroclear France Account Holders
designated by the relevant Noteholders or (y) fully registered form (au nominatif pur), in which case they will be inscribed in an account in the books of Euroclear France maintained

1






by the Issuer or by the registration agent acting on behalf of the Issuer (the "Registration Agent"). "Euroclear France Account Holder" means any authorised intermediary institution
entitled to hold directly or indirectly accounts on behalf of its customers with Euroclear France, and includes Euroclear and the depositary bank for Clearstream. A temporary global
certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with French Law Notes issued as Materialised
Notes. No interest will be payable on the Temporary Global Certificate. Such Temporary Global Certificate will be exchanged for Definitive Notes as descried in "Provisions relating
to Temporary Global Certificates issued in respect of Materialised Notes". Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear
and/or Clearstream, be deposited on the relevant issue date with a common depositary on behalf of Euroclear and/or 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. See "Provisions relating to the Temporary Global Certificates issued in respect of Materialised Notes".
Autralian Law Notes will be issued in dematerialised registered form only and no document of title will be issued in respect of them.
The long term Senior Preferred Notes of the Issuer have been assigned a rating of A+ by S&P Global Ratings Europe Limited ("S&P"), Aa3 by Moody's France SAS ("Moody's") and
AA- by Fitch Ratings Ireland Limited ("Fitch Ratings"). The Issuer's long-term Issuer Credit Rating (ICR) is A+ by S&P. The Issuer's long-term Issuer Default Rating (IDR) is A+ by
Fitch Ratings. The Issuer's long-term rating is Aa3 by Moody's. S&P, Moody's and Fitch Ratings are all established in the European Union and registered under Regulation (EC) No
1060/2009, as amended (the "CRA Regulation") and are included in the list of credit rating agencies published on the website of the European Securities and Markets Authority
(http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. The ratings issued by S&P, Moody's and Fitch Ratings are, as the case
may be, endorsed by a credit rating agency established in the UK and registered under the Regulation (EU) No 1060/2009, as amended as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK CRA Regulation") or certified under the UK CRA Regulation. Tranches of Notes issued
under the Programme may be unrated or rated differently from the current ratings of the Issuer. The rating of Notes (if any) will be specified in the relevant Final Terms. Where a
Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes alre ady issued. Whether or not a rating in relation to any Tranche of Notes
will be treated as having been issued by a credit rating agency established in the European Union and registered under the CR A Regulation will be disclosed in the relevant Final Terms.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning credit rating agency without notice.
Prospective investors should have regard to the factors described under the section "Risk Factors" in this Base Prospectus before deciding to invest in the Notes issued under
the Programme.

Arranger for the Programme
BNP PARIBAS
Dealers
BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL
BARCLAYS
BNP PARIBAS
CREDIT SUISSE
GOLDMAN SACHS BANK EUROPE SE
HSBC
J.P. MORGAN
NATWEST MARKETS

2

EMEA 139584622




IMPORTANT ­ MIFID II PRODUCT GOVERNANCE / TARGET MARKET: The Final Terms in respect of
any Notes will, where applicable, include a legend entitled "MiFID II Product Governance" which will outline
the determination of the type of clients in the context of the target market assessment in respect of such Notes,
taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February
2018, and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending such Notes (a "distributor") should take into consideration such determination; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II
Product Governance Rules.
IMPORTANT ­ UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect
of any Notes may include, as the case may be, a legend entitled "UK MiFIR Product Governance" which will
outline the determination of the type of clients in the context of the target market assessment in respect of such
Notes, and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining
appropriate distribution channels.
If any dealer falls within the scope of the UK MiFIR Product Governance Rules in relation to an issue of Notes,
a determination will be made about whether, for the purpose of the UK MiFIR Product Governance Rules, such
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealer(s) nor any of their respective affiliates will be a manufacturer for the purpose of the UK MIFIR
Product Governance Rules
IMPORTANT ­ PRIIPS / PROHIBITION OF SALE TO EEA RETAIL INVESTORS: If the relevant Final
Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA", 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 Directive 2014/65/EU ("MiFID II"); (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "IDD"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (ii ) not a qualified
investor as defined in the Prospectus Regulation. Consequently no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has or will have been prepared and therefore
offering or sel ing the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
IMPORTANT­ PRIIPS / PROHIBITION OF SALE TO UK RETAIL INVESTORS ­ If the relevant Final Terms
in respect of any Notes include a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a
person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation

3

EMEA 139584622




(EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (ii ) not a qualified investor as
defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
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 restrictions. In particular, there are
restrictions on the distribution of this Base Prospectus and the offer or sale of the Notes in the EEA and certain
member states thereof (France and Belgium), the United Kingdom, Australia, Japan, the United States, the
People's Republic of China ("PRC"), Hong Kong and Singapore. See "Subscription and Sale" below.
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 of America and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined
in the U.S Internal Revenue Code of 1986, as amended and regulations thereafter). For a description of certain
restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of any Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Base Prospectus (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these
rights or consult with a legal advisor.
This Base Prospectus, containing or incorporating by reference all relevant information with regard to the Issuer
and the Issuer and its subsidiaries and affiliates taken as a whole (the "Group") as well as the Terms and
Conditions of the English Law Notes and French Law Notes to be issued under the Programme together with (i)
any supplements to this Base Prospectus from time to time (each, a "Supplement" and together the
"Supplements") and (ii) the relevant Final Terms issued in relation to each Tranche of English Law Notes and
French Law Notes, constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation. In
relation to each separate issue of Notes, the final offer price and the amount of such Notes will be determined by
the Issuer and the relevant Dealers at the time of the issue of the Notes and will be set out in the relevant Final
Terms.
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 19 of the Prospectus Regulation, as described in
"Documents Incorporated by Reference" below. This Base Prospectus shall be read and construed on the basis
that such documents are so incorporated and form part of this Base Prospectus.
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.

4

EMEA 139584622




No person 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 or
any of the Dealers or the Arranger (as defined in "Subscription and Sale"). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which
this Base Prospectus has been most recently supplemented or that there has been no adverse change in the
financial position of the Issuer or the Group since the date hereof or the date upon which this Base Prospectus
has been most recently supplemented or that any other information supplied in connection with the Programme
is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference"), the information on the websites to which this Base Prospectus refers does not form
part of this Base Prospectus and has not been scrutinised or approved by the AMF.
Suitability of investment
Each potential investor of the Notes must make its own determination of the suitability of any such investment,
with particular reference to its own investment objectives and experience, and any other factors which may be
relevant to it in connection with such investment, either alone or with the help of a legal, tax or financial adviser.
In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or in any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and the
impact the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for the
principal or interest payments is different from the potential purchaser's currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any financial
markets and of any financial variable which might have a negative impact on the return on the Notes; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may adversly affect its investment and its ability to bear the
applicable risks.
Some Notes may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate
additional risk to their overall portfolios. A potential investor should not invest in Notes unless it has the expertise
(either alone or with the help of a financial, legal, tax and/or accounting adviser) to evaluate how the Notes will
perform under changing conditions, the resulting ef ects on the value of such Notes and the impact this investment
will have on the potential investor's overall investment portfolio. Prospective purchasers should also consult their
own tax advisers as to the tax consequences of the purchase, ownership and disposal of Notes.
Difference between the Notes and bank's covered deposits in terms of yield, risk and liquidity.
Prior to acquiring any Notes, investors should note that there are a number of key differences between the Notes
and bank deposits, including without limitation:
(i) claims in relation to the payment of principal and interest under the Notes rank below claims under the
so-called "covered deposits" (being deposits below EUR 100,000 threshold benefiting from the protection

5

EMEA 139584622




of the deposit guarantee scheme in accordance with Directive 2014/49/EU of the European Parliament and
the Counsil of 16 April 2014, as amended);
(ii) generally, demand deposits will be more liquid than financial instruments such as the Notes; and
(iii) usually, the Notes will benefit from a higher yield than a covered deposit denominated in the same
currency and having the same maturity. The higher yield usually results from the higher risk associated with
the Notes.
Structured Notes
An investment in Notes, the interest on which is determined by reference to one or more values of interest rates or
other indices or formulae, either directly or inversely, may entail significant risks not associated with similar
investments in a conventional debt security, including the risks that the resulting return on such Notes based on
such interest rate or other indices or formulae will be less than that payable on a conventional debt security at
the same time and/or that an investor may lose the value of its entire investment or part of it, as the case may be.
Neither the current nor the historical value of the relevant interest rates or other indices or formulae should be
taken as an indication of future performance interest rates or other indices or formulae during the term of any
Notes.
Important notice relating to Green, Social or Sustainability Bonds
Notes may be issued as Green, Social or Sustainability Bonds. Prospective investors should have regard to the
information set out in the "Use of Proceeds" section of the relevant Final Terms and must determine for
themselves the relevance of such information for the purpose of any investment in the Green, Social or
Sustainability Bonds together with any other investigation such investor deems necessary. In particular, no
assurance is given by the Issuer, the Arranger or the Dealers that the use of such proceeds for any Eligible Loans
will satisfy, whether in whole or in part, any present or future investor expectations or requirements as regards
any investment criteria or guidelines with which such investor or its investments are required to comply, whether
by any present or future applicable law or regulations or by its own by-laws, investment policy or other governing
rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental,
sustainability or social impact of any projects or uses, the subject of or related to, any Eligible Loans or that any
adverse environmental, social and/or other impacts will not occur during the implementation of any Eligible
Loans.
A basis for the determination as to what constitutes, a "green", "environmental" or sustainable" or an
equivalently-label ed project has been established in the European Union with the publication in the Official
Journal of the EU on 22 June 2020 of Regulation (EU) 2020/852 of the European Parliament and of the Council
of 18 June 2020 (the "Sustainable Finance Taxonomy Regulation") on the establishment of a framework to
facilitate sustainable investment (the "EU Sustainable Finance Taxonomy").
On 4 June 2021, Commission Delegated Regulation (EU) 2021/2139 establishing the technical screening criteria
for determining the conditions under which an economic activity qualifies as contributing substantially to climate
change mitigation or climate change adaptation and for determining whether that economic activity causes no
significant harm to the environment (the "Taxonomy Climate Delegated Act") was adopted, with effect from 1
January 2022. On 9 March 2022, the European Commission adopted a delegated regulation amending the
Taxonomy Climate Delegated Act. The Taxonomy Climate Delegated Act adds technical screening criteria for
certain economic activities in the natural gas and nuclear energy sectors and shall apply from 1 January 2023.
The EU Sustainable Finance Taxonomy is subject to further development by way of the implementation by the
European Commission through delegated regulations of further technical screening criteria for the environmental
objectives set out in the Sustainable Finance Taxonomy Regulation. In particular, other delegated acts, currently
under development, shall specify the technical creening criteria for economic activities that can make a substantial
contribution to the other environmental objectives under the EU Sustainable Finance Taxonomy. In addition, the
European Commission published on 6 July 2021 a proposal for a regulation of the European Parliament and of

6

EMEA 139584622




the Council on European green bonds which intends to create a voluntary standard (the "EU Green Bond
Standard"). On 5 November 2021, the ECB released its opinion on the EU Green Bond Standard and it is currently
going through the EU legislation process. The aim of the EU Green Bond Standard is to set a gold standard for
how issuers can use EU Sustantable Finance Taxonomy-aligned green bonds to raise funds on capital markets,
while meeting tough sustainability requirements and protecting investors.
However, as the EU Taxonomy remains subject to further implementation and as there is currently no clear global
market consensus as to what constitutes, a "green", "environmental" or sustainable" or an equivalently-labelled
project or as to what precise attributes are required for a particular project to be defined as "green",
"environmental" or sustainable", no assurance is or can be given to investors that any projects or uses the subject
of, or related to, any eligible projects will meet any or all investor expectations regarding such "green", "social"
or "sustainable" or other equivalently-labelled performance objectives or that any adverse environmental, social
and/or other impacts will not occur during the implementation of any projects or uses the subject of, or related
to, any eligible projects.
No assurance or representation is given by the Issuer, the Arranger or the Dealers as to the suitability or reliability
for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the
Issuer) which may be made available in connection with the issue of the Green, Social or Sustainability Bonds
and in particular with any Eligible Loans to fulfil any environmental, sustainability, social and/or other criteria.
Any such opinion or certification is only current as of the date it was issued and the providers of such opinions
and certifications are not currently subject to any specific oversight or regulatory or other regime. For the
avoidance of doubt, the Green, Social or Sustainability Bond Framework and any such opinion or certification is
not, nor shall be deemed to be, incorporated in and/or form part of this Base Prospectus.
Neither the Arranger nor the Dealers have undertaken, or are responsible for, any assessment of any
environmental, sustainability, social and/or other criteria, any verification of whether the Green, Social or
Sustainability Bonds meet any environmental, sustainability, social and/or other criteria or the monitoring of the
use of proceeds, allocation of the proceeds (or amounts equal or equivalent thereto) by the Issuer to particular
eligible green projects, eligible social projects or eligible sustainability projects required by prospective investors
or the delivery or contest of any opinion or certification of any third party (whether or not solicited by the Issuer)
which may be made available in connection with the issue of the Green, Social or Sustainability Bonds.
Each prospective investor of the Green, Social or Sustainability Bonds should determine for itself the relevance
of the information contained in this Base Prospectus and the relevant Final Terms regarding the use of proceeds
and its purchase of the Green, Social or Sustainability Bonds should be based upon such investigation as it deems
necessary. Investors should refer to the Issuer's website, the Issuer's relevant Green, Social and Sustainability
Bond Framework, the Second Party Opinion (as defined in the "Use of Proceeds" section of this Base Prospectus),
and any public reporting by or on behalf of the Issuer in respect of the application of the proceeds of any issue of
Green, Social or Sustainability Bonds for further information. The Green, Social and Sustainability Bond
Framework, the Second Party Opinion and/or any public reporting are not and will not be incorporated by
reference in this Base Prospectus and no assurance or representation is given by any of the Dealers or the
Arranger as to the content, suitability or reliability for any purpose whatsoever of any opinion or certification of
any third party (whether or not solicited by the Issuer) on the Green, Social or Sustainability Bond Framework.
Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Dealers or the
Arranger, to buy, sell or hold any such Green, Social or Sustainability Bonds and would only be current as of the
date it is released. None of the Arranger or the Dealers will verify or monitor the proposed use of proceeds of the
Green, Social or Sustainability Bonds issued under the Programme. Moreover, if the Green, Social or
Sustainability Bonds were listed or admitted to trading on a specific segment of any stock exchange for Green,
Social or Sustainability Bonds, or included in an index or indices, neither the Issuer nor any Dealer makes any
representation as to the satisfaction of such Green, Social or Sustainability Bonds to fulfil the criteria of such
specific segments, index or indices, and, if the Green, Social or Sustainability Bonds were listed or admitted to
trading, that any such listing or admission to trading, or inclusion in such index or indices, will be maintained
during the life of the Green, Social or Sustainability Bonds.

7

EMEA 139584622




NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 2001 (2020 REVISED EDITION) OF SINGAPORE ­ Unless otherwise stated in the relevant Final
Terms, all Notes issued under the Programme shall be prescribed capital markets products as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore.
This Base Prospectus does not constitute and may not be used in connection with, an offer, or an invitation to any
person to whom it is unlawful to make such offer or invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers (other than Banque Fédérative du Crédit Mutuel in its
capacity as Issuer) or the Arranger accept any responsibility for the contents of this Base Prospectus (including
any documents incorporated by reference herein) or for any other statement, made or proposed to be made by the
Arranger or a Dealer on its behalf in connection with the Issuer or the issue and offering of the Notes. The
Arranger and each Dealer (other than Banque Fédérative du Crédit Mutuel in its capacity as Issuer) accordingly
disclaims all and any liability whether arising in tort or contract (save as referred to below) which it might
otherwise have in respect of this Base Prospectus or any such document or statement. Neither this Base Prospectus
nor any financial statements are 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 financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained or incorporated by reference in this Base
Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the
Dealers (other than Banque Fédérative du Crédit Mutuel in its capacity as Dealer) or the Arranger 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 potential investor in the Notes of any information coming to the
attention of any of the Dealers or the Arranger.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "Euro" "euro"
and "" are to the single currency which was introduced in the participating member states of the European
Union on 1st January 1999, references to "A$", "AUD" and "Australian Dollar" are to the lawful currency of
Australia, references to "£", "pounds sterling" and "Sterling" are to the lawful currency of the United Kingdom,
references to "U.S.$" "USD" and "dollars" are to the lawful currency of the United States of America and
references to "CNY", "RMB" and "Renminbi" are to the lawful currency of the People's Republic of China.
Investors in English Law Notes should note that on 31 January 2020 the United Kingdom withdrew from the
European Union under the "Agreement on the withdrawal of the United Kingdom of Great Britain and Northern
Ireland from the European Union and the European Atomic Energy Community" dated 19 October 2019 (the
"Withdrawal Agreement"). Further to the Withdrawal Agreement and the end of the applicable transition period,
the provisions of Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December
2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters ("Brussels
I Regulation") are no longer applicable to judgments issued by the Courts of the United Kingdom. The United
Kingdom acceded in its own right to the Convention on Choice of Courts Agreements dated 30 June 2005 (the
"Hague Convention") on 1 January 2021. Provided that the courts of England and Wales are designated under
exclusive jurisdiction clauses falling within the scope and definitions of the Hague Convention, judgments issued
by the courts of England and Wales in legal proceedings could therefore be recognized and enforced in France
under the Hague Convention. Nonetheless, investors should note that the conditions and procedures regarding
the recognition and enforcement of English court judgements under the Hague Convention in the remaining
Member States of the European Union party to the Hague Convention would be different from those provided in
the Brussel I Regulation.
It is not entirely certain whether the provisions contained in Condition 16 of the Terms and Conditions of the
English Law Notes fall within the scope of the Hague Convention. If the provisions contained in Condition 16 of
the Terms and Conditions of the English Law Notes do not fall within the scope of the Hague Convention, a
judgment obtained in the courts of England against the Issuer for a sum of money due in connection with the
English Law Notes issued under the Programme will only be recognised by and enforceable in the French courts

8

EMEA 139584622




without re-examination or re-litigation of the matters adjudicated, through an action for exequatur brought before
the competent French court. In this case, the said judgment would be recognised provided that the court is satisfied
that the requirements developed by case law for the enforcement of foreign judgments in France are met, and in
particular provided that:
(a)
the relevant judgment is enforceable in the courts of England;
(b)
the dispute is clearly connected to the country in which such judgment has been rendered and the
French courts did not have exclusive jurisdiction to hear the matter;
(c)
the judgment is not contrary to French international public policy (ordre public international), both
pertaining to the merits and to the procedure of the case;
(d)
the judgment is not tainted with fraud; and
(e)
the judgment does not conflict with a judgment of a French court or a foreign judgment which has
become ef ective in France and there is no risk of conflict with proceedings pending before the French
courts at the time enforcement of the judgment is sought and having the same or similar subject matter
as such judgment.
Potential investors in the Notes should be aware that, notwithstanding the existence of a convention for the
reciprocal enforcement of judgments entered into between France and the United Kingdom dated 18 January
1934, there is currently no existing case law or judicial authorities to suggest that this convention would be
applicable or could be relied upon to recognize a judgment obtained in the courts of England against the Issuer.


9

EMEA 139584622




TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................ 11
RISK FACTORS .................................................................................................................................... 27
RETAIL CASCADES: CONSENT TO USE THE PROSPECTUS .......................................................... 45
FORWARD-LOOKING STATEMENTS................................................................................................. 47
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 48
SUPPLEMENT TO THE BASE PROSPECTUS ..................................................................................... 60
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ........................................................... 61
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES .......................................................... 144
SUMMARY OF PROVISIONS RELATING TO THE ENGLISH LAW NOTES WHILE IN GLOBAL
FORM ......................................................................................................................................... 235
PROVISIONS RELATING TO TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT
MATERIALISED NOTES ........................................................................................................... 241
USE OF PROCEEDS ........................................................................................................................... 243
BANQUE FÉDÉRATIVE DU CRÉDIT MUTUEL ............................................................................... 245
GOVERNMENTAL SUPERVISION AND REGULATION OF THE ISSUER ...................................... 246
TAXATION ......................................................................................................................................... 256
SUBSCRIPTION AND SALE .............................................................................................................. 258
FORM OF WHOLESALE FINAL TERMS .......................................................................................... 266
FORM OF RETAIL FINAL TERMS .................................................................................................... 294
GENERAL INFORMATION ................................................................................................................ 327
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ......... 331



10

EMEA 139584622