Obligation DexiaCorp 0.5% ( XS2364418223 ) en USD

DexiaCorp

100 % ▲

France

XS2364418223 ( en USD )

0.5% par an ( paiement semestriel )

16/07/2024 - Obligation échue

Prospectus brochure de l'obligation Dexia S.A XS2364418223 en USD 0.5%, échue

250 000 USD

1 000 000 000 USD

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 USD, avec le code ISIN XS2364418223, paye un coupon de 0.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/07/2024

DEXIA CRÉDIT LOCAL
(a limited liability company (société anonyme) established under French law)
$20,000,000,000 Guaranteed U.S. Medium Term Note Programme
benefiting from an unconditional and irrevocable independent on-demand guarantee
by, in respect of Notes issued on or before December 31, 2021, the States of Belgium, France and
Luxembourg and, in respect of Notes issued on or after January 1, 2022, the States of Belgium and
France
Under the $20,000,000,000 Guaranteed U.S. Medium Term Note Programme (the "Programme") described in this Base Prospectus (this "Base
Prospectus"), Dexia Crédit Local (the "Issuer" or "DCL"), subject to compliance with all relevant laws and regulations, may from time to
time issue guaranteed medium term notes (the "Notes"). The aggregate nominal amount of Notes outstanding (issued under the Programme)
will not at any time exceed $20,000,000,000 (or the equivalent in other currencies).
In respect of Notes issued on or before December 31, 2021, the States of Belgium, France and Luxembourg will guarantee, severally but not
jointly, each to the extent of its percentage share set forth in the Independent On-Demand Guarantee, dated January 24, 2013 (as amended,
supplemented and/or restated from time to time (other than, in respect of Notes issued on and from January 1, 2022, as further specified below),
the "Tri-Guarantor Guarantee"), and subject to the limitations set forth in Clause 3 thereof, payments of principal, interest and incidental
amounts due with respect to Notes issued on or before December 31, 2021. Until December 31, 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 on the Tri-Guarantor Guarantee, see the
section entitled "The Guarantees--The Tri-Guarantor Guarantee" in this Base Prospectus.
In respect of Notes issued on or after January 1, 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
Base Prospectus but before December 31, 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 January 1, 2022. The State of Luxembourg will not guarantee Notes issued on or after January 1, 2022. As
from January 1, 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 December 31, 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 Base Prospectus 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 Base Prospectus.
In this Base Prospectus, references to a "Guarantor" or the "Guarantors" in respect of Notes issued on or before December 31, 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 January 1, 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 the Notes if certain French taxes are
imposed. See "Terms and Conditions of the Notes--Taxation" and "Terms and Conditions of the Notes--Redemption, Purchase and Options".
Under the Programme, the Issuer may from time to time issue Notes in registered form only, denominated in Euro, US dollar, Canadian dollar,
pound sterling, Japanese yen or Swiss franc, as agreed between the Issuer and the relevant Dealer (as defined below). The minimum
denomination of each Note will be no less than $250,000 (or the equivalent in other currencies).
Notes may be issued on a continuing basis in series (each a "Series") to the dealer(s) specified under "Overview of the Programme" and any
additional dealer(s) appointed under the Programme from time to time by the Issuer (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 Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. Each
Series may be issued in tranches ("Tranches") on the same or different issue dates. The specific terms of each Tranche of Notes (which will
be supplemented where necessary with supplemental terms and conditions) will be determined at the time of the offering of each Tranche based
on the then prevailing market conditions, and the final terms relating to such Tranche will be set out in the relevant pricing supplement (each
a "Pricing Supplement") substantially in the form of the pricing supplement set out in this Base Prospectus. One or more Dealers may
purchase Notes from the Issuer for resale to investors and other purchasers at a fixed offering price set forth in the relevant Pricing Supplement

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or at varying prices reflecting prevailing market conditions. In addition, if agreed to by the Issuer and a Dealer, such Dealer may utilise
reasonable efforts to place the Notes with investors on an agency basis. Potential investors should read this Base Prospectus, any applicable
supplement(s) and the applicable Pricing Supplement carefully before investing in the Notes.
This Base Prospectus (as amended or supplemented from time to time) 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. The purpose of the Base Prospectus
in relation to Notes is to give information with respect to the issue of Notes. The Notes will be exempt from the Prospectus Regulation pursuant
to Article 1.2(d) thereof and the Notes will not be treated as being within the scope of the Prospectus Regulation. Accordingly, the Base
Prospectus prepared in connection with the Notes will not be approved by the Luxembourg Commission de surveillance de secteur financier
(the "CSSF"), in its capacity as competent authority pursuant to Luxembourg act of July 16, 2019 on prospectuses for securities, implementing
the Prospectus Regulation. 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 Base Prospectus to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the
regulated market of the Luxembourg Stock Exchange. This Base Prospectus may not be used for any offering to the public or any
admittance to trading on a regulated market of Notes in any jurisdiction which would require the approval and publication of a
prospectus under the Prospectus Regulation or similar document under applicable law.
The Luxembourg Stock Exchange is a regulated market 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").
Application may also be made 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 any other Regulated Market in such Member State. The relevant Pricing
Supplement in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading on a Regulated Market and,
if so, the relevant Regulated Market in the EEA, the Member State(s) in the EEA where the Notes will be offered.
This Base Prospectus shall be in force for a period of one year from the date set out below. This Base Prospectus supersedes and replaces the
Base Prospectus dated July 6, 2020 and all supplements thereto.
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 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 Regulation S under the Securities Act
("Regulation S")), except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act,
applicable U.S. state securities laws or pursuant to an effective registration statement. The Notes may be offered and sold outside of the United
States to persons other than U.S. persons as defined in and in reliance on Regulation S and in the United States only to "qualified institutional
buyers" (each, a "QIB") in reliance on, and as defined by, Rule 144A under the Securities Act ("Rule 144A") and, in each case, in compliance
with applicable securities laws. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales
and transfers of Notes and distribution of this Base Prospectus, see "Plan of Distribution" and "Transfer Restrictions".
Unless otherwise specified in the applicable Pricing Supplement, the Notes will be issued in the form of one or more fully registered global
securities (each, a "Certificate"), without coupons. Notes which are sold in the United States to QIBs ("Restricted Notes") will initially be
represented by one or more permanent registered global certificates (each a "Restricted Global Certificate"), which will be deposited on the
relevant issue date with a custodian (the "Custodian") for, and registered in the name of Cede & Co. as nominee for, The Depository Trust
Company ("DTC"). Notes which are sold in an "offshore transaction" to persons other than U.S. persons as defined in and within the meaning
of Regulation S ("Unrestricted Notes") will initially be represented by a registered global certificate (the "Unrestricted Global Certificate"
and, together with the Restricted Global Certificate, the "Global Certificates"), which may be deposited on the relevant issue date (a) in the
case of a Series intended to be cleared through DTC, with a Custodian for, and registered in the name of Cede & Co. as nominee for, DTC, (b)
in the case of a Series intended to be cleared through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"),
with a common depositary (the "Common Depositary") on behalf of, or a common safekeeper (the "Common Safekeeper") for, Euroclear
and Clearstream, and (c) in the case of a Series intended to be cleared through a clearing system other than, or in addition to, Euroclear and/or
Clearstream or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer(s). If an Unrestricted Global Certificate
is to be held under the New Safekeeping Structure (the "NSS"), which is intended to be eligible collateral for the Eurosystem monetary policy,
it will be delivered on or prior to the original issue date of the relevant Tranche to the Common Safekeeper for Euroclear and Clearstream.
Unrestricted Global Certificates which are not held under the NSS will be registered in the name of a nominee for, and deposited on the issue
date of the relevant Tranche with the Common Depositary on behalf of, Euroclear and Clearstream.
The Programme has been rated AA, AA- and (P)Aa3 by S&P Global Ratings Europe Limited ("S&P"), Fitch Ratings Ireland Limited ("Fitch")
and Moody's France SAS ("Moody's" and together with S&P and Fitch, the "Rating Agencies"), respectively. The Issuer may apply for
ratings by each of the Rating Agencies in respect of Notes to be issued under the Programme. The rating of the relevant Notes will be specified
in the applicable Pricing Supplement. Each of the Rating Agencies 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.
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.

ii

Investing in the Notes involves certain risks. See the section entitled "Risk Factors" for a description of certain factors that should
be considered by potential investors in connection with any investment in the Notes and the operation of the Guarantee, and any
risk factors that may be described in any documents incorporated herein at a future date.
NEITHER THE NOTES NOR THE GUARANTEES HAVE BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION IN THE UNITED STATES, ANY
OTHER UNITED STATES, FRENCH, BELGIAN, LUXEMBOURG OR OTHER REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES
OR THE GUARANTEE OR THE ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Under no circumstances shall this Base Prospectus constitute an offer to sell or a solicitation of an offer to buy, nor shall there be
any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the
securities laws of any such jurisdiction.
The Notes constitute unconditional liabilities of the Issuer, and each Guarantee constitutes an unconditional obligation of the
relevant Guarantors. Neither the Notes nor the Guarantees are insured by the U.S. Federal Deposit Insurance Corporation.

Arranger

BARCLAYS

Dealers
BARCLAYS
DEUTSCHE BANK
MORGAN STANLEY
BNP PARIBAS
GOLDMAN SACHS BANK EUROPE SE
NOMURA
BOFA SECURITIES
HSBC
SOCIÉTÉ GÉNÉRALE
CITIGROUP
J.P. MORGAN
CORPORATE & INVESTMENT BANKING

The date of this Base Prospectus is June 30, 2021.

iii

IMPORTANT NOTICES
No person has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus (including the documents incorporated by reference
herein) and the applicable Pricing Supplement 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 "Overview of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in
the affairs of the Issuer or the Issuer and its subsidiaries and affiliates, taken as a whole (the "DCL
Group") since the date hereof or the date upon which this Base Prospectus 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 Base Prospectus has
been most recently amended or supplemented or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
Notice of the aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche of Notes will be set forth in the Pricing Supplement which, in respect of listed Notes, will be
delivered to the relevant stock exchange on or before the relevant Issue Date of the Notes of such
Tranche.
This Base Prospectus (as amended or supplemented from time to time) is to be read in conjunction with
any amendments or supplements hereto and all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference" below) and shall be read and construed on the basis that
such documents are incorporated in and form part of this Base Prospectus. In addition, this Base
Prospectus should, in relation to any Tranche of Notes, be read and construed together with the applicable
Pricing Supplement.
Prospective investors hereby acknowledge that (i) they have been afforded an opportunity to request
from the Issuer and to review, and have received, all additional information considered by them to be
necessary to verify the accuracy of, or to supplement, the information contained herein, (ii) they have
had the opportunity to review all of the documents described herein, and (iii) they have not relied on the
Dealers or any person affiliated with the Dealers in connection with any investigation of the accuracy of
such information or their investment decision.
This Base Prospectus has not been, and is not required to be, submitted to the French Financial Markets
Authority (Autorité des marchés financiers) (the "AMF"), the CSSF or any other competent authority
for approval as a "prospectus" pursuant to the Prospectus Regulation.
The contents of this Base Prospectus should not be construed as investment, legal or tax advice. This
Base Prospectus, as well as the nature of an investment in any Notes, should be reviewed by each
prospective investor with such prospective investor's investment adviser, legal counsel and tax adviser.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base
Prospectus or for any act or omission of the Issuer or any other person in connection with the issue and
offering of the Notes. Neither this Base Prospectus, any financial statements or any other information
incorporated by reference is intended to provide the basis of any credit or other evaluation and should
not be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient
of this Base Prospectus or any financial statements or any other information incorporated by reference
should purchase the Notes. Each potential purchaser of the Notes should determine for itself the
relevance of the information contained in this Base Prospectus and its purchase of the Notes should be
based upon such investigation as it deems necessary. None of the Dealers 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.

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Any reproduction or distribution of this Base Prospectus, in whole or in part, or any disclosure of its
contents or use of any of its information for purposes other than evaluating a purchase of the Notes is
prohibited without the express written consent of the Issuer.
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or person(s) acting on behalf of any Stabilising Manager(s))
in the applicable Pricing Supplement 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 is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of
the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation
action or over-allotment shall 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 rules.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. This
Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes where such offer or sale is not permitted.
The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that
any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility
for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or
the Dealers, which is intended to permit a public offering of any Notes or distribution of this Base
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that
will result in compliance with any applicable laws and regulations. In particular, there are restrictions
on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, France,
Belgium and the Grand Duchy of Luxembourg, the United Kingdom, Switzerland, Japan and Hong
Kong, see "Plan of Distribution" and "Transfer Restrictions". This Base Prospectus may not be used for
any offering to the public or any admittance to trading on a regulated marked of Notes in any jurisdiction
which would require the approval and publication of a prospectus under the Prospectus Regulation or
similar document under applicable law.
Notes issued under the Programme and the relevant Guarantee relating thereto are being offered and sold
in offshore transactions to persons other than U.S. persons as defined in and in reliance on Regulation S
and/or to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the
Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities
Act provided by Rule 144A. For a description of these restrictions and certain further restrictions on
offers, sales and transfers of Notes and distribution of this Base Prospectus see "Plan of Distribution".
In the United Kingdom, this document is only being distributed to, and is only directed at, and any
investment or investment activity to which this document relates is available only to, and will be engaged
in only with, persons (i) having professional experience in matters relating to investments who fall within
the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully
communicated (all such persons together being referred to as "relevant persons"). Persons who are not
relevant persons should not take any action on the basis of this document and should not act or rely on
it.
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:
(a)
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 Base Prospectus;

2

(b)
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;
(c)
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;
(d)
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
(e)
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.
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
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 Base Prospectus, 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 Base
Prospectus to reflect any change in the registration status of the administrator.
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:
(a)
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:
(i)
the reduction of all, or a portion, of the principal amount of, or interest (if any) on, the
Notes;
(ii)
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;

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(iii) the cancellation of the Notes; and/or
(iv) 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
(b)
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 August 20, 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 (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 December 21, 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
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).
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

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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".
FORWARD-LOOKING STATEMENTS
This Base Prospectus, including the documents incorporated by reference herein, includes forward-
looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than
statements of historical fact included in this Base Prospectus, including, without limitation, those
regarding the Issuer's financial position, business strategy, plans and objectives of management for future
operations, may constitute forward-looking statements. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual results, performance or
achievements of the Issuer, or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such forward-
looking statements are based on numerous assumptions regarding the Issuer's present and future business
strategies and the environment in which the Issuer will operate in the future. Additional factors that
could cause actual results, performance or achievements to differ materially include, but are not limited
to, those discussed under "Risk Factors". Forward-looking statements generally can be identified by the
use of forward-looking terminology such as "may", "will", "expect", "project", "intend", "estimate",
"anticipate", "believe", "continue", "could", "should", "would" or the like. Although the Issuer believes

5

that expectations reflected in its forward-looking statements are reasonable as of the date of this Base
Prospectus, there can be no assurance that such expectations will prove to have been correct.
The risks described in this Base Prospectus are not the only risks an investor should consider. New risk
factors emerge from time to time and it is not possible for the Issuer to predict all such risk factors on its
business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these risks and uncertainties,
investors should not place any undue reliance on forward-looking statements as a prediction of actual
results. Estimates and forward-looking statements refer only to the date when they were made, and the
Issuer undertakes no obligation to update or review any estimate or forward-looking statement due to
new information, future events or any other factors. Investors are warned not to place undue reliance on
any estimates or forward-looking statements in making decisions regarding investment in the Notes.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any Notes remain outstanding and are "restricted securities" as
defined in Rule 144(a)(3) under the Securities Act, the Issuer will, during any period that it is neither
subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-
2(b) under the Exchange Act, furnish, upon request, to any holder or beneficial owner of such restricted
securities or any prospective purchaser designated by any such holder or beneficial owner upon the
request of such holder, beneficial owner or prospective purchaser, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act and will otherwise comply with the
requirements of Rule 144A(d)(4) under the Securities Act. Any such request should be directed to the
Issuer at Tour CBX, La Défense 2, 1 Passerelle des Reflets, 92913 La Défense Cedex, France.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Base Prospectus. 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 Base Prospectus 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 Base Prospectus or verified the information
contained in it, and none of the Guarantors makes any representation with respect to, nor accepts
any responsibility for, the contents of this Base Prospectus 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 Base Prospectus or any such statement.
FINANCIAL STATEMENTS
The financial statements of the Issuer incorporated by reference in this Base Prospectus are presented on
the basis of International Financial Reporting Standards as adopted by the European Union ("IFRS") and
generally accepted accounting principles in France ("French GAAP"). For details of the financial
information incorporated by reference into this Base Prospectus, see "Documents Incorporated by
Reference" below. Significant differences may exist between each of IFRS and French GAAP, and
generally accepted accounting principles in the United States ("U.S. GAAP"). The Issuer has not
quantified the impact of these differences. Investors should be aware that these differences may be
material in the interpretation of the financial statements and financial information contained herein and
should consult their own professional advisors for an explanation of the differences between U.S. GAAP,
on the one hand, and IFRS and French GAAP, on the other hand.

6

PRESENTATION OF CERTAIN INFORMATION
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the currency of the participating member states of the European Union,
which was introduced on January 1, 1999; references to "£", "GBP", "pounds sterling" and "Sterling"
are to the lawful currency of the United Kingdom; references to "$", "USD" and "U.S. dollars" are to
the lawful currency of the United States; references to "¥", "JPY", "Japanese yen" and "Yen" are to the
lawful currency of Japan; references to "CHF" and "Swiss francs" are to the lawful currency of
Switzerland; and references to "CAD" and "Canadian dollars" are to the lawful currency of Canada.
Individual figures (including percentages) appearing in this Base Prospectus have been rounded
according to standard business practice. Figures rounded in this manner may not necessarily add up to
the totals contained in a given table. However, actual values, and not the figures rounded according to
standard business practice, were used in calculating the percentages indicated in the text. Therefore, in
certain cases, the percentage figures appearing in the text may differ from the percentages that would be
obtained based on values which have been rounded.
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 the "Issuer" or "DCL" 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.
None of the Arranger, the Dealers or the Issuer makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.

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