Obligation DexiaCorp 6.22% ( XS2338632628 ) en GBP

DexiaCorp

100 % ▼

France

XS2338632628 ( en GBP )

6.22% par an ( paiement annuel )

25/03/2026 - Obligation échue

Prospectus brochure de l'obligation Dexia S.A XS2338632628 en GBP 6.22%, échue

100 000 GBP

500 000 000 GBP

Dexia S.A. était une banque franco-belge qui a fait faillite en 2011 après avoir subi de lourdes pertes liées à la crise des subprimes et à des investissements risqués dans le secteur public.

L'Obligation émise par DexiaCorp ( France ) , en GBP, avec le code ISIN XS2338632628, paye un coupon de 6.22% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/03/2026

DEXIA CRÉDIT LOCAL
(a limited liability company (société anonyme) established under French law)
Euro 45,000,000,000 Guaranteed Euro Medium Term Note Programme
benefitting from an unconditional and irrevocable first demand guarantee
by, in respect of Notes issued on or before 31 December 20201, the States of Belgium, France and
Luxembourg and, in respect of Notes issued on or after 1 January 2022, the States of Belgium and France

Under the EUR 45,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme") described in this Information Memorandum, Dexia Crédit Local (the
"Issuer" or "DCL"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue guaranteed Euro Medium Term Notes (the "Notes").
In respect of Notes issued on or before 31 December 2021, the States of Belgium, France and Luxembourg will guarantee, severally but not jointly, each to the extent of its
quota indicated in Clause 3 of the Independent on-demand guarantee dated 24 January 2013 (as amended, supplemented and/or restated from time to time (other than, in
respect of Notes issued on and from 1 January 2022, as further specified below) , (the "Tri-Guarantor Guarantee""), and subject to the limitations set forth in Clause 3
thereof, payments of principal and interest due with respect to Notes issued on or before 31 December 2021. Until 31 December 2021, the aggregate principal amount payable
under the Tri-Guarantor Guarantee is currently capped at EUR 85,000,000,000 for all obligations (including the Notes) issued by the Issuer and benefitting from the Tri-
Guarantor Guarantee outstanding at any time. For further information, see the section entitled "The Tri-Guarantor Guarantee" in this Information Memorandum.
In respect of Notes issued on or after 1 January 2022, the States of Belgium and France will guarantee, severally but not jointly, each to the extent of its percentage share set
forth in an amended and restated Independent On-Demand Guarantee to be entered into after the date of this Information Memorandum but before 31 December 2021 (such
amendment and restatement, as further amended, supplemented and/or restated from time to time, the "Bi-Guarantor Guarantee" and together with the Tri-Guarantor
Guarantee, as the context so requires, the "Guarantees" and each a "Guarantee"), and subject to the limitation to be set forth therein, payments of principal, interest and
incidental amounts due with respect to Notes issued on or after 1 January 2022. The State of Luxembourg will not guarantee Notes issued on or after 1 January 2022. As from
1 January 2022, the aggregate amount payable for all obligations (including the Notes) issued by the Issuer and benefitting from either the Tri-Guarantor Guarantee or the Bi-
Guarantor Guarantee outstanding at any time (the obligations issued by the Issuer and benefitting from the Tri-Guarantor Guarantee or the Bi-Guarantor Guarantee, as the
case may be, being the "Guaranteed Obligations") is expected to be capped at a maximum amount of EUR 75,000,000,000 by virtue of the Bi-Guarantor Guarantee. Notes
issued on or before 31 December 2021 will continue to be guaranteed, severally but not jointly, by the States of Belgium, France and Luxembourg in accordance with the Tri-
Guarantor Guarantee and the obligations of the States of Belgium, France and Luxembourg in respect of such Notes shall not in any way be amended or varied by the Bi-
Guarantor Guarantee. The Issuer will supplement the Programme and this Information Memorandum in respect of the Bi-Guarantor Guarantee following the execution of it
by the States of Belgium and France. For further information on the Bi-Guarantor Guarantee, see the section entitled "The Guarantees--The Bi-Guarantor Guarantee" in
this Information Memorandum.
In this Information Memorandum, references to a "Guarantor" or the "Guarantors" in respect of Notes issued on or before 31 December 2021 and benefitting from the Tri-
Guarantor Guarantee shall mean the States of Belgium, France and Luxembourg and, in respect of Notes issued on or after 1 January 2022 and benefitting from the Bi-
Guarantor Guarantee, shall mean the States of Belgium and France.
Only Notes benefitting from the Tri-Guarantor Guarantee or the Bi-Guarantor Guarantee may be issued under this Programme.
The Issuer will, subject to certain exceptions, pay additional amounts in respect of any French taxes required to be withheld. No additional amounts will be payable by the
Guarantors if any payments in respect of any Note or Guarantee become subject to deduction or withholding in respect of any taxes or duties whatsoever. The Issuer may,
and in certain circumstances shall, redeem all, but not some only of, the Notes if certain French taxes are imposed or, if the Pricing Supplement issued in respect of any Series
so provides, in the circumstances set out in such Pricing Supplement. See "Terms and Conditions of the Notes -- Taxation" and "Terms and Conditions of the Notes --
Redemption, Purchase and Options".
The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 45,000,000,000 (or its equivalent in other currencies).
The Notes may (i) be issued or redeemed at their nominal amount or at a premium over or discount to their nominal amount; (ii) bear interest on a fixed or floating rate or not
bear interest and (iii) be paid in a currency or currencies other than the original currency of issue.
Notes will be issued on a continuous basis in series (each a "Series") having one or more issue dates and the same maturity date, bearing interest (if any) on the same basis
and at the same rate (except in respect of the first payment of interest) and on terms otherwise identical (or identical other than in respect of the first payment of interest, the
issue date, the issue price and the nominal amount), to the Notes of each Series being intended to be consolidated as regards their financial service with all other Notes of that
Series. Each Series may be issued in tranches ("Tranches") on different issue dates. The specific terms of each Series of Notes (which will be supplemented where necessary
with supplemental terms and conditions) will be determined at the time of the offering of each Series based on the then prevailing market conditions and will be set forth in
the relevant Pricing Supplement (as defined herein).
This Information Memorandum supersedes and replaces the Information Memorandum dated 6 July 2020 and all supplements thereto.
This Information Memorandum does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129, (the "Prospectus Regulation "), and may be used only for
the purpose for which it is published.
Applications may be made for one or more series of Notes issued under the Programme during a period of 12 months from the date of this Information Memorandum 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. This Information
Memorandum constitutes a "Base Prospectus" and any Pricing Supplement hereto will constitute a "Final Terms" each for the purposes of the Luxembourg act of 16 July
2019 on prospectuses for securities, implementing the Prospectus Regulation.
Application may in the future be made, in certain circumstances, to list Notes on such other or further stock exchanges as may be agreed between the Issuer and the relevant
Dealer. The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial
instalments, as amended, appearing on the list of regulated markets published by the European Securities and Markets Authority (each such market being an "EEA Regulated
Market"). Unlisted Notes may also be issued pursuant to the Programme. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not
such Notes will be listed and, if so, the relevant stock exchange(s).
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes") will initially be represented by a temporary global Note (each a "temporary Global Note")
or by a permanent global Note (each a "permanent Global Note" and, together with the temporary Global Note, the "Global Notes"), in either case in bearer form, without
interest coupons which may be (a) in the case of a Tranche intended to be cleared through Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, S.A.
("Clearstream") (x) if the Global Notes are stated in the applicable Pricing Supplement to be issued in new global note ("NGN") form which are intended to be eligible
collateral for Eurosystem monetary policy, delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear
and Clearstream; or (y) in the case of Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs"), deposited on the issue date with a common
depositary on behalf of Euroclear and Clearstream (the "Common Depositary"), (b) in the case of a Tranche intended to be cleared through Euroclear France, deposited on
the issue date with Euroclear France acting as central depositary and (c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to
Euroclear, Clearstream and Euroclear France or delivered outside a clearing system, deposited on the relevant issue date as agreed between the Issuer and the relevant Dealer.
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes") will initially be represented by a permanent registered global certificate (each a
"Global Certificate"), without interest coupons, which may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream (x) if the Global
Certificate is held under the New Safekeeping Structure (the "NSS"), be deposited on or prior to the issue date with the Common Safekeeper; or (y) if the Global Certificate
is not held under the NSS, be deposited on the issue date with a common depositary on behalf of 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, Clearstream or delivered outside a clearing system, as agreed between the Issuer and the relevant
Dealer. The provisions governing the exchange of interests in the Global Notes for other Global Notes and definitive Notes and the exchange of interests in each Global
Certificate for individual certificates ("Individual Certificates" and, together with any Global Certificates, the "Certificates") are described in "Summary of Provisions relating
to the Notes while in Global Form".
The Programme has been rated AA- by Fitch Ratings Ireland Limited ("Fitch"), (P)Aa3 by Moody's France SAS ("Moody's") and AA for long-term debt by S&P Global
Ratings Europe Limited ("S&P"). Each of Fitch, Moody's and S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended)
by Regulation (EC) No 513/2011 (the "EU CRA Regulation") and is included in the list of registered credit rating agencies published by the European Securities and Markets
Authority on its website in accordance with the EU CRA Regulation.

i

S&P Global Ratings UK Limited endorses credit ratings issued by S&P, Fitch Ratings Ltd endorses credit ratings issued by Fitch and Moody's Investor Services Limited
endorses credit ratings issued by Moody's. Each of S&P Global Ratings UK Limited, Moody's Investor Services Limited and Fitch Ratings Ltd is established in the UK and
registered under Regulation (EU) No. 1060/2009 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK CRA
Regulation") and is included in the list of credit rating agencies published by the Financial Conduct Authority (the "FCA") on its website in accordance with the UK CRA
Regulation. There can be no assurance that S&P Global Ratings UK Limited, Moody's Investor Services Limited or Fitch Ratings Ltd will continue to endorse credit ratings
issued by S&P, Moody's or Fitch, respectively.
Notes issued pursuant to the Programme may be unrated. The relevant Pricing Supplement will specify whether or not such credit ratings are issued by a credit rating agency
established in the European Union and registered under the EU CRA Regulation and whether such credit rating agency is endorsed by a credit rating agency established in
the UK and registered under the UK CRA Regulation. 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.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Information Memorandum.
Dealers
Barclays
Goldman Sachs Bank Europe SE
BNP Paribas
HSBC
BofA Securities
J.P. Morgan
Citigroup
Morgan Stanley
Commerzbank
Natixis
Crédit Agricole CIB
NatWest Markets
Deutsche Bank
Nomura
Dexia Crédit Local
Société Générale
Corporate & Investment Banking

Arranger for the Programme
Goldman Sachs Bank Europe SE

The date of this Information Memorandum is 30 June 2021.

ii

In relation to each separate issue of Notes, the Pricing Supplement, including the final offer price and the
amount of such Notes will be determined by the Issuer and the relevant Dealers in accordance with
prevailing market conditions at the time of the issue of the Notes and will be set out in the relevant Pricing
Supplement, substantially in the form of the pro forma Pricing Supplement set out in this Information
Memorandum.
No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum 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 (each as defined in "Overview of the Programme"). Neither
the delivery of this Information Memorandum 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
Issuer and its subsidiaries and affiliates taken as a whole (the "DCL Group") since the date hereof or the
date upon which this Information Memorandum has been most recently amended or supplemented or
that there has been no adverse change in the financial position of the Issuer or the DCL Group since the
date hereof or the date upon which this Information Memorandum 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.
To the fullest extent permitted by law, none of the Dealers (other than DCL in its capacity as Dealer) or
the Arranger accept any responsibility for the contents of this Information Memorandum, or for any other
statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with
the Issuer or the issue and offering of the Notes or for any act or omission of the Issuer or any other
person in connection with the issue and offering of the Notes. The Arranger and each Dealer (other than
DCL in its capacity as Dealer) accordingly disclaims all and any liability whether arising in tort or
contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Information Memorandum or any such statement. This Information Memorandum is not 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, any Guarantor or any of the Dealers that any recipient of this Information
Memorandum should purchase the Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained
in this Information Memorandum and its purchase of Notes should be based upon such investigation as
it deems necessary. None of the Dealers (other than DCL in its capacity as Dealer) or the Arranger
undertakes to review the financial condition or affairs of the Issuer or the Guarantors during the life of
the arrangements contemplated by this Information Memorandum 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.
This Information Memorandum does not constitute, and may not be used in connection with, an offer of,
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.
The distribution of this Information Memorandum and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum
comes are required by the Issuer, the Guarantors, the Arrangers and the Dealers to inform themselves
about and to observe any such restrictions. In particular, there are restrictions on the distribution of this
Information Memorandum and the offer or sale of the Notes in the United States, the United Kingdom,
France, Belgium, Switzerland and Japan (see the section entitled "Subscription and Sale" below).
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained
(or incorporated by reference) in this Information Memorandum;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the relevant Notes and the impact such
investment will have on its overall investment portfolio;
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(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, such as instances where the currency for principal or interest payments is
different from the currency in which such potential investor's financial activities are
principally denominated;
(iv)
understand thoroughly the terms of the relevant Notes issued under the Programme and be
familiar with the behaviour of any relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial advisor) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
The Notes are complex financial instruments and such instruments may be purchased as a way to reduce
risk or enhance yield with an understood, measured and appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes, which are complex financial instruments,
unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the
Notes will perform under changing conditions, the resulting effects on the value of such Notes and the
impact this investment will have on the overall investment portfolio of the potential investor.
NEITHER THE NOTES NOR THE GUARANTEES HAVE BEEN OR WILL BE REGISTERED
UNDER THE U.S. 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 BEARER NOTES
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 BEARER
NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT
("REGULATION S") OR, IN THE CASE OF MATERIALISED NOTES IN BEARER FORM, THE
U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED).
2

NOTICE TO INVESTORS--BAIL-IN
Notwithstanding and to the exclusion of any other term of the Notes or any other agreements,
arrangements, or understanding between the Issuer and any holder of Notes, by its acquisition of the
Notes, each holder acknowledges, accepts, consents and agrees to be bound by:
1.
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority that may
include and result in any of the following, or some combination thereof:
(a)
the reduction of all, or a portion, of the principal amount of, or interest (if any) on, the Notes;
(b)
the conversion of all, or a portion, of the principal amount of, or interest (if any) on, the Notes
into shares, other securities or other obligations of the Issuer or another person, and the issue to
or conferral on the holder of the Notes of such shares, securities or obligations including by
means of an amendment, modification or variation of the terms of the Notes, in which case the
holder of Notes agrees to accept in lieu of its rights under the Notes any such shares, other
securities or other obligations of the Issuer or another person;
(c)
the cancellation of the Notes; and/or
(d)
the amendment or alteration of any interest, if applicable, on the Notes, the maturity or the dates
on which any payments are due, including by suspending payment for a temporary period; and
2.
the variation of the terms of the Notes, as deemed necessary by the Relevant Resolution
Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
Notwithstanding the foregoing, the application of the Bail-In Tool to the Notes would not release the
Guarantors from any of their obligations under the relevant Guarantee. Articles 255 and 354/1 of the
Belgian law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms
provides (amongst others) that the write-off or the conversion to equity of debt instruments issued by a
credit institution incorporated in an EU Member State (such as the Notes) does not benefit third-party
guarantors under guarantees governed by Belgian law (such as the Guarantees). The purpose of this
provision is to render the discharge following the application of the Bail-In Tool without effect vis-à-vis
third-party guarantors (such as the Guarantors). See also the risk factor entitled "The Notes may be
subject to write-down or conversion to equity in the context of a resolution procedure applicable to the
Issuer".
For these purposes:
"Bail-in Power" is any write-down, conversion, transfer, modification or suspension power existing
from time to time under any laws, regulations, rules or requirements in effect in France relating to the
transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
institutions and investment firms (as amended from time to time, the "BRRD") as amended from time to
time including without limitation pursuant to French decree-law No. 2015-1024 dated 20 August 2015
(Ordonnance portant diverses dispositions d'adaptation de la législation au droit de l'Union européenne
en matière financière) (as ratified by French law No. 2016-1691 dated 9 December 2016 (Loi relative à
la transparence, à la lutte contre la corruption et à la modernisation de la vie économique) and amended
from time to time), Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15
July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and
certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution
Fund and amending Regulation (EU) No 1093/2010 (as amended from time to time, the "Single
Resolution Mechanism Regulation"), French decree-law No. 2020-1636 dated 21 December 2020
(Ordonnance relative au régime de résolution dans le secteur bancaire) or otherwise arising under
French law, and in each case the instructions, rules and standards created thereunder, pursuant to which
the obligations of a Regulated Entity (as defined below) (or an affiliate of such Regulated Entity) can be
reduced (in part or whole), cancelled, suspended, transferred, varied or otherwise modified in any way,
or securities of a Regulated Entity (or an affiliate of such Regulated Entity) can be converted into shares,
other securities, or other obligations of such Regulated Entity or any other person, whether in connection
with the implementation of a Bail-in Tool following placement in resolution or otherwise.
"Bail-in Tool" means, in relation to an institution that is placed in resolution, the power of resolution
authorities inter alia to ensure that capital instruments and eligible liabilities, including senior debt
3

instruments such as the Notes, absorb losses of the issuing institution, through the write-down or
conversion to equity of such instruments.
A reference to a "Regulated Entity" is any entity referred to in Section 1 of Article L.613-34 of the
French Code monétaire et financier as amended from time to time.
A reference to the "Relevant Resolution Authority" is to the Autorité de contrôle prudentiel et de
résolution (the "ACPR"), the Single Resolution Board established pursuant to the Single Resolution
Mechanism Regulation, and/or any other authority entitled to exercise or participate in the exercise of
any Bail-in Powers from time to time (including the Council of the European Union and the European
Commission when acting pursuant to Article 18 of the Single Resolution Mechanism Regulation).
4

MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product
Governance", which will outline the target market assessment in respect of the 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, an
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 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 Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID 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 Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Notes may include a legend entitled "UK MIFIR Product
Governance", which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "UK Distributor") should take into consideration the target market assessment; however, a
UK 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 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 requirements
of 3.2.7R of the UK MiFIR 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 UK MiFIR Product Governance
Rules.
MIFID II ARTICLE 41(4) OF THE DELEGATED REGULATION
Differences between the Notes and bank deposits - The Notes do not constitute bank deposits and do
not benefit from any protection provided pursuant to Directive 2014/49/EU of the European Parliament
and of the Council on deposit guarantee schemes or any national implementing measures implementing
this Directive in France. In addition, an investment in the Notes may give rise to yields and risks that
differ from a bank deposit. For example, the Notes are expected to have greater liquidity than a bank
deposit since bank deposits are generally not transferable. However, the Notes may have no established
trading market when issued, and one may never develop. Further, as a result of the implementation of
the BRRD, holders of the Notes may be subject to write-down or conversion into equity on any
application of the general Bail-In Tool and non-viability loss absorption, however, the Guarantors would
remain liable to perform their obligations under the relevant Guarantee with respect to amounts written
down or converted to equity following an application of the Bail-In Tool under the BRRD. Please see
the risk factor entitled "The Notes may be subject to write-down or conversion to equity in the context of
a resolution procedure applicable to the Issuer".
BENCHMARKS
Amounts payable under the Floating Rate Notes may be calculated by reference to certain interest
reference rate benchmarks as specified in the applicable Pricing Supplement, including, in particular the
Euro Interbank Offered Rate ("EURIBOR"), the Sterling Overnight Index Average ("SONIA"), the
Secured Overnight Funding Rate ("SOFR") or the Euro Short-Term Rate ("STR"), the administrators
of some of which may be required to be authorised and/or registered under applicable laws and
regulations from time to time. The administrators of SONIA (the Bank of England), SOFR (the Federal
Reserve Bank of New York) or STR (the European Central Bank) are not currently required to obtain
authorisation or registration under Article 36 of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation") or Article 36 of Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue
of the EUWA (the "UK Benchmarks Regulation") and SONIA, SOFR and STR do not fall within the
5

scope of the EU Benchmarks Regulation or the UK Benchmarks Regulation by virtue of Article 2 of the
EU Benchmarks Regulation or the UK Benchmarks Regulation, as applicable. The administrator of
EURIBOR (European Money Markets Institute as at the date of this Information Memorandum, appears
on the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority pursuant to Article 36 of the EU Benchmarks Regulation. The registration status
of any administrator under the EU Benchmarks Regulation or the UK Benchmark is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update this Information
Memorandum to reflect any change in the registration status of the administrator.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) in the applicable Pricing Supplement (the "Stabilising Manager(s)") (or persons
acting on behalf of any Stabilising Manager(s)) may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made
and, if begun, may cease at any time, but such action must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with applicable
laws and regulations.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Information Memorandum. The
Issuer declares, having taken all reasonable care to ensure that such is the case, that to the best of the
knowledge of the Issuer the information contained in this Information Memorandum is in accordance
with the facts and does not omit anything likely to affect the import of such information.
None of the Guarantors has either reviewed this Information Memorandum or verified the
information contained in it, and none of the Guarantors makes any representation with respect to,
or accepts any responsibility for, the contents of this Information Memorandum or any other
statement made or purported to be made on its behalf in connection with the Issuer or the issue
and offering of any Notes and or the relevant Guarantee relating thereto. Each of the Guarantors
accordingly disclaims all and any liability, whether arising in tort or contract or otherwise, which
it might otherwise have in respect of this Information Memorandum or any such statement.
PRESENTATION OF CERTAIN INFORMATION
In this Information Memorandum, unless otherwise specified or the context otherwise requires,
references to "Euro", "EUR" or "" are to the single currency of the participating member states of the
European Union which was introduced on 1 January 1999.
References to "Dexia" are to Dexia SA; references to the "Dexia Group" and the "Group" are to Dexia
SA and its consolidated subsidiaries; references to "DCL" are to Dexia Crédit Local; references to the
"Issuer" are to Dexia Crédit Local; references to "us", "we", or "our" are references to the Issuer;
references to "DCL Group" are references to the Issuer and its subsidiaries and affiliates taken as a
whole.
6

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME ................................................................................................. 8
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 18
RISK FACTORS .................................................................................................................................. 20
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 43
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......... 85
DEXIA CRÉDIT LOCAL .................................................................................................................... 92
THE GUARANTEES ........................................................................................................................... 99
GARANTIE AUTONOME À PREMIÈRE DEMANDE................................................................... 101
USE OF PROCEEDS ......................................................................................................................... 120
TAXATION ....................................................................................................................................... 121
SUBSCRIPTION AND SALE ........................................................................................................... 126
FORM OF PRICING SUPPLEMENT ............................................................................................... 130
GENERAL INFORMATION............................................................................................................. 143

7

OVERVIEW OF THE PROGRAMME
The following overview of the Programme does not purport to be complete and is qualified in its entirety
by the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Notes, the "Terms and Conditions" set out herein and in the applicable Pricing
Supplement. Words and expressions defined under "Terms and Conditions of the Notes" shall have the
same meanings in this section. This overview must be read as an introduction to this Information
Memorandum and any decision to invest in the Notes should be based on a consideration of the
Information Memorandum as a whole.
Issuer
Dexia Crédit Local, a limited liability company (société anonyme)
established under French company law having its registered office at:

Tour CBX
La Défense 2
1, Passerelle des Reflets
92913 La Défense Cedex
France

DCL is registered as a company under the number 351804042
Nanterre (Registre du Commerce et des Sociétés). The Issuer is
administered by a Board of Directors (conseil d'administration).

DCL is part of the Dexia group (the "Dexia Group"), the ultimate
holding company being Dexia.
Guarantors
In respect of Notes issued under the Programme on or before 31
December 2021, the Kingdom of Belgium, the Republic of France
and the Grand Duchy of Luxembourg.
In respect of Notes issued under the Programme on or after 1 January
2022, the Kingdom of Belgium and the Republic of France. The
Grand Duchy of Luxembourg will not guarantee Notes issued on or
after 1 January 2022.
Information concerning the Guarantors is available on the following
websites:
Belgian State: http://minfin.fgov.be/portail2/index.htm
French
State:
http://www.performance-
publique.budget.gouv.fr/budget-comptes-etat#.VONH8XJOVaQ
Luxembourg State: http://www.mf.public.lu/
Each of the above website URLs is an inactive textual reference only
and none of the information on any such website is incorporated
herein by reference. Prospective purchasers should conduct their own
inquiry into the creditworthiness of the Guarantors before purchasing
any Notes.
Guarantees
In respect of Notes issued on or before 31 December 2021, the States
of Belgium, France and Luxembourg as Guarantors will severally, but
not jointly, guarantee, each to the extent of its percentage share
indicated in the Independent On-Demand Guarantee, dated 24
January 2013, payments of principal, interest and incidental amounts
due with respect to such Notes (the "Tri-Guarantor Guarantee")
and subject to the limitations set forth in Clause 3 thereof. The Tri-
Guarantor Guarantee is an unconditional and irrevocable on-demand
guarantee. For further information on the Tri-Guarantor Guarantee,
see the section entitled "The Guarantees--Tri-Guarantor Guarantee"
in this Information Memorandum.
In respect of Notes issued on or after 1 January 2022, the States of
Belgium and France as Guarantors will severally but not jointly,
8