par CREDIT COOPERATIF
CDC 2024 EMTN Supplement N°2 date 04th July 2024
SECOND SUPPLEMENT DATED 4 JULY 2024 TO THE BASE PROSPECTUS DATED 8 APRIL 2024
CAISSE DES DEPOTS ET CONSIGNATIONS
(an établissement spécial in France)
€25,000,000,000
Euro Medium Term Notes Programme
This second supplement (the “Second Supplement”) which has obtained the approval number 24-275 on 4
July 2024 from the Autorité des marchés financiers (the “AMF”) is supplemental to and must be read in conjunction with the base prospectus dated 8 April 2024 which was granted the approval number 24-099 on 8 April 2024 by the AMF (the “Base Prospectus”) as supplemented by the first supplement dated 6 June 2024 which was granted the approval number 24-200 on 6 June 2024 by the AMF (the “First Supplement”) prepared by Caisse des dépôts et consignations (“Caisse des Dépôts” or the “Issuer”) with respect to its €25,000,000,000 Euro Medium Term Notes Programme (the “Programme”).
Application has been made for approval of this Second Supplement to the AMF as competent authority under the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This Second Supplement has been prepared for the purpose of Article 23 of the Prospectus Regulation. The Base Prospectus (which includes, for the avoidance of doubt, the First Supplement and this Second Supplement) constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
Terms defined in the Base Prospectus have the same meaning when used in this Second Supplement.
This Second Supplement modifies and completes the Base Prospectus.
Copies of this Second Supplement, together with the documents incorporated by reference herein, can be obtained free of charge from the principal office of the Issuer and will be available on the Issuer’s website (www.caissedesdepots.fr) and the AMF’s website (www.amf-france.org).
Save as disclosed in this Second Supplement, there has been no other significant new factor, material omission or inaccuracy relating to information included in the Base Prospectus (as supplemented by the First Supplement and this Second Supplement) which may affect the assessment of the Notes issued under the Programme since the publication of the Base Prospectus.
To the extent that there is any inconsistency between (a) any statement in this Second Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus or the First Supplement, the statements in (a) above will prevail.
This Second Supplement has been prepared in order to incorporate by reference the (i) 2023 Financial Report, (ii) 2023 Business Review and (iii) the 2023 Corporate Social Responsibility Report (each as defined below). The sections entitled “Documents incorporated by reference” and “Description of the Issuer” of the Base Prospectus has been updated accordingly.
Erreur ! Nom de propriété de document inconnu.
Table of Contents
DOCUMENTS INCORPORATED BY REFERENCE
The Issuer’s 2023 Financial Report, the 2023 Business Review and the 2023 Corporate Social Responsibility Report have been filed with the AMF and, by virtue of this Second Supplement, are incorporated in, and form part of the Base Prospectus.
The paragraphs under the section of the Base Prospectus entitled “Documents incorporated by reference” on pages 32 to 39 are deleted and replaced with the following:
“This Base Prospectus should be read and construed in conjunction with the following information which shall be incorporated in, and form part of, this Base Prospectus:
(a) the sections referred to in the table below "Cross-reference list relating to information incorporated by reference" which are extracted from the 2022 Rapport Financier of the Issuer (in the French language) filed with the AMF, including the audited consolidated financial statements ("comptes consolidés") and the audited annual financial statements of the central sector ("comptes sociaux de la section générale") of the Issuer for the year ended 31 December 2022 (the "2022 Financial Report")
(https://www.caissedesdepots.fr/sites/default/files/2023-
05/230426_CDC_RAFI_FR_2022_PDF_MEL.pdf);
(b) the sections referred to in the table below "Cross-reference list relating to information incorporated by reference" which are extracted from the 2023 Rapport Financier of the Issuer (in the French language) filed with the AMF, including the audited consolidated financial statements ("comptes consolidés") and the audited annual financial statements of the central sector ("comptes sociaux de la section générale") of the
Issuer for the year ended 31 December 2023 (the "2023 Financial Report")
(https://www.caissedesdepots.fr/sites/default/files/2024-05/CDC%20RAFI%20e-accessible.pdf;
(c) the sections referred to in the table below "Cross reference list relating to information incorporated by reference" which are extracted from the 2023 Rapport d'activité et de développement durable of the Issuer
(in the French language) filed with the AMF (the "2023 Business Review")
(https://www.caissedesdepots.fr/sites/default/files/2024-07/RADD_2023.pdf);
(d) the sections referred to in the table below "Cross reference list relating to information incorporated by reference" which are extracted from the 2023 Rapport d’engagement sociétal of the Issuer (in the French language) filed with the AMF (the "2023 Corporate Social Responsibility Report")
(https://www.caissedesdepots.fr/sites/default/files/2024-
07/Rapport%20d%27engagement%20soci%C3%A9tal%20CDC%202023.pdf);
(e) the sections "Terms and Conditions" of the following base prospectuses relating to the Programme:
(i) base prospectus dated 16 March 2011 which received visa no. 11-076 from the AMF on 16 March
2011 (pages 24 to 49) (the "2011 Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/emtn_base_pro spectus_final_16_march_2011.pdf);
(ii) base prospectus dated 17 April 2012 which received visa no. 12-168 from the AMF on 17 April
2012 (pages 22 to 47) (the "2012 Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/programme_e mission_emtn_2012.pdf);
(iii) base prospectus dated 30 April 2013 which received visa no. 13-191 from the AMF on 30 April
2013 (pages 20 to 57) (the "2013 Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2013_base_prospectus_en.pdf);
(iv) base prospectus dated 12 May 2014 which received visa no. 14-190 from the AMF on 12 May 2014 (pages 27 to 138) as supplemented by the supplement dated 27 May 2014 (pages 3 and 4) (the "2014 Conditions")
(https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro
gramme_2014_base_prospectus_en_.pdf, and https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pros pectus_supplement_n_1_dated_27th_may_2014_en_.pdf);
(v) base prospectus dated 12 May 2015 which received visa no. 15-193 from the AMF on 12 May 2015 (pages 29 to 140), as supplemented by the supplement dated 23 July 2015 which received visa no. 15-403 from the AMF on 23 July 2015 (page 7) (the "2015 Conditions") (https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2015_base_prospectus_en_.pdf, and
https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_sup plement_n_1_dated_23rd_july_2015_en_.pdf);
(vi) base prospectus dated 22 April 2016 which received visa no. 16-147 from the AMF on 22 April
2016 (pages 29 to 141) (the "2016 Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2016_base_prospectus_en.pdf);
(vii) base prospectus dated 26 April 2017 which received visa no. 17-179 from the AMF on 26 April
2017 (pages 30 to 141) (the "2017 Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2017_base_prospectus_en.pdf);
(viii) base prospectus dated 26 April 2018 which received visa no. 18-152 from the AMF on 26 April
2018 (pages 32 to 144) (the "2018 Conditions")
(https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2018_base_prospectus.pdf);
(ix) base prospectus dated 26 April 2019 which received visa no. 19-179 from the AMF on 26 April
2019 (pages 33 to 149) (the "2019 Conditions")
(https://www.caissedesdepots.fr/sites/default/files/2020-03/cdc_2019_-
_base_prospectus_final%20%281%29.pdf);
(x) base prospectus dated 30 April 2020 which received approval no. 20-171 from the AMF on 30
April 2020 (pages 36 to 163) (the "2020 Conditions")
(https://www.caissedesdepots.fr/sites/default/files/2020-05/CDC%202020%20-
%20Base%20Prospectus%20%28final%29_1.pdf);
(xi) base prospectus dated 16 April 2021 which received approval no. 21-110 from the AMF on 16 April 2021 (pages 39 to 165) as supplemented by the supplement dated 19 October 2021 which received visa no. 21-451 from the AMF on 19 October 2021 (pages 5 to 7) (the "2021 Conditions") (https://www.caissedesdepots.fr/sites/default/files/2021-04/CDC%202021%20-
%20Base%20Prospectus%20%28final%20avec%20visa%29.pdf and https://www.caissedesdepots.fr/sites/default/files/202110/CDC%20EMTN%20Programme%20Supplement%20N%C2%B03%20dated%2019th%20O
(xii) base prospectus dated 7 April 2022 which received approval no. 22-089 (page 39 to 171) (the
"2022 Conditions"(https://www.caissedesdepots.fr/sites/default/files/202204/CDC%202022%20-%20EMTN%20Base%20Prospectus%20dated%2007_04_2022.pdf); and
(xiii) base prospectus dated 6 April 2023 which received approval no. 23-104 (page 40 to 172) (the
"2023 Conditions" (https://www.caissedesdepots.fr/sites/default/files/202304/CDC%202023%20-%20Base%20Prospectus%20%28final%29.pdf), and together with the 2011 Conditions, the 2012 Conditions, the 2013 Conditions, the 2014 Conditions, the 2015 Conditions, the 2016 Conditions, the 2017 Conditions, the 2018 Conditions, the 2019 Conditions, the 2020 Conditions, the 2021 Conditions and the 2022 Conditions, the "Previous Conditions").
The non-incorporated parts of the base prospectuses referred to in the present paragraph (e) are not relevant for investors and are therefore not incorporated by reference in this Base Prospectus.
Unless otherwise explicitly incorporated by reference into this Base Prospectus in accordance with the list below, the information contained on the website of the Issuer shall not be deemed incorporated by reference herein and is for information purposes only. Therefore it does not form part of this Base Prospectus and has not been scrutinised or approved by the AMF.
Following the publication of this Base Prospectus, a Supplement may be prepared by the Issuer and approved by the AMF in accordance with Article 23 of the Prospectus Regulation and Article 18 of the Commission Delegated Regulation (EU) 2019/979, as amended. Statements contained in any such Supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus and any Supplement can be obtained free of charge from the principal office of the Issuer. This Base Prospectus (together with any Supplement to the Base Prospectus) will be published on the AMF's website (being www.amf-france.org) and on the Issuer's website (www.caissedesdepots.fr).
Cross-reference list relating to information incorporated by reference:
| Annex 7 of the Commission Delegated Regulation (EU) 2019/980, as amended | 2022 Financial Report | 2023 Financial Report | 2023 Business Review | 2023 Corporate Social Responsibili ty Report |
4 | INFORMATION ABOUT THE ISSUER | ||||
4.1 | History and development of the Issuer: | ||||
4.1.4 | the domicile and legal form of the issuer, the legislation under which | page 4 and last page |
| Annex 7 of the Commission Delegated Regulation (EU) 2019/980, as amended | 2022 Financial Report | 2023 Financial Report | 2023 Business Review | 2023 Corporate Social Responsibili ty Report |
the issuer operates, its country of incorporation, the address telephone number of its registered office (or principal place of business if different from its registered office) and website of the issuer, if any, with a disclaimer that the information on the website does not form part of the prospectus unless that information is incorporated by reference into the prospectus. | |||||
4.1.5 | any recent events particular to the issuer and which are to a material extent relevant to an evaluation of the issuer's solvency. | pages 11 to 16 and 204- 205 | |||
5 | BUSINESS OVERVIEW | ||||
5.1. | Principal activities: | ||||
5.1.1 | A brief description of the issuer's principal activities stating the main categories of products sold and/or services performed; | pages 4 to 6 | pages 22 to 25 and 28-33 | Pages 13-15 | |
6 | ORGANISATIONAL STRUCTURE | ||||
6.1 | If the issuer is part of a group, a brief description of the group and the issuer's position within the group. This may be in the form of, or accompanied by, a diagram of the organisational structure if this helps to clarify the structure. | pages 4 to 6 | Pages 7-8 | ||
9 | ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES | ||||
9.1 | Names, business addresses and functions within the issuer of the following persons, and an indication of the principal activities performed by them outside of that issuer where | pages 34-35 | Pages 281- 282 |
| Annex 7 of the Commission Delegated Regulation (EU) 2019/980, as amended | 2022 Financial Report | 2023 Financial Report | 2023 Business Review | 2023 Corporate Social Responsibili ty Report |
these are significant with respect to that issuer: | |||||
(a) members of the administrative, management or supervisory bodies; | |||||
11 | FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES | ||||
11.1 | Historical Financial Information | ||||
11.1. 1 | Historical financial information covering the latest two financial years (at least 24 months) or such shorter period as the issuer has been in operation and the audit report in respect of each year. | pages 9 to 154 (audited consolidated financial statements) pages 163 to 206 (audited annual financial statements of the central sector) | pages 11 to 181 (audited consolidated financial statements) pages 201 to 238 (audited annual financial statements of the central sector) | ||
11.1. 3 | Accounting standards The financial information must be prepared according to International Financial Reporting Standards as endorsed in the Union based on Regulation (EC) No 1606/2002. | pages 27 to 51 (audited consolidated financial statements) | pages 25 to 52 (audited consolidated financial statements) | ||
11.1. 4 | Where the audited financial information is prepared according to national accounting standards, the financial information must include at least the following: | ||||
(a) the balance sheet; | page 165 (audited annual financial statements of | page 203 (audited annual financial statements of |
| Annex 7 of the Commission Delegated Regulation (EU) 2019/980, as amended | 2022 Financial Report | 2023 Financial Report | 2023 Business Review | 2023 Corporate Social Responsibili ty Report |
the central sector) | the central sector) | ||||
(b) the income statement; | page 167 (audited annual financial statements of the central sector) | page 201 (audited annual financial statements of the central sector) | |||
(c) the accounting policies and explanatory notes. | pages 168 to 202 (audited annual financial statements of the central sector) | pages 205 to 211 (audited annual financial statements of the central sector) | |||
11.1. 6 | Age of financial information The balance sheet date of the last year of audited financial information may not be older than 18 months from the date of the registration document. | page 9 (audited consolidated financial statements) page 163 (audited annual financial statements of the central sector) | page 15 (audited consolidated financial statements) page 203 (audited annual financial statements of the central sector) | ||
11.2 | Auditing of historical financial statements | ||||
11.2. 1 | The historical annual financial information must be independently audited. The audit report shall be prepared in accordance with the Directive 2006/43/EC and Regulation (EU) No 537/2014. Where Directive 2006/43/EC and Regulation (EU) No 537/2014 do not apply, the historical financial information must be audited or reported on as to whether or not, for | pages 150 to 154 (audited consolidated financial statements) pages 203 to 206 (audited annual financial | pages 184 to 190 (audited consolidated financial statements) pages 279 to 280 (audited annual financial | ||
| Annex 7 of the Commission Delegated Regulation (EU) 2019/980, as amended | 2022 Financial Report | 2023 Financial Report | 2023 Business Review | 2023 Corporate Social Responsibili ty Report |
the purposes of the registration document, it gives a true and fair view in accordance with auditing standards applicable in a Member State or an equivalent standard. Otherwise, the following information must be included in the registration document: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing. | statements of the central sector) | statements of the central sector) | |||
11.2. 1a | Where audit reports on the historical financial information have been refused by the statutory auditors or where they contain qualifications, modifications of opinion, disclaimers or an emphasis of matter, the reason must be given, and such qualifications, modifications, disclaimers or emphasis of matter must be reproduced in full | page 150 (audited consolidated financial statements) page 203 (audited annual financial statements of the central sector) | page 184 (audited consolidated financial statements) | ||
11.4 | Significant change in the issuer’s financial position | ||||
11.4. 1 | A description of any significant change in the financial position of the group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or provide an appropriate negative statement. | pages 11 to 16 |
The Previous Conditions are incorporated by reference in this Base Prospectus for the purpose only of further issues of Notes to be assimilated (assimilées) and form a single series with Notes already issued under the relevant Previous Conditions.
Information incorporated by reference | Reference |
Previous Conditions | |
2011 Conditions | Pages 24 to 49 of the base prospectus dated 16 March 2011 |
2012 Conditions | Pages 22 to 47 of the base prospectus dated 17 April 2012 |
2013 Conditions | Pages 20 to 57 of the base prospectus dated 30 April 2013 |
2014 Conditions | Pages 27 to 138 of the base prospectus dated 12 May 2014 Pages 3 and 4 of the supplement dated 27 May 2014 |
2015 Conditions | Pages 29 to 140 of the base prospectus dated 12 May 2015 Page 7 of the supplement dated 23 July 2015 |
2016 Conditions | Pages 29 to 141 of the base prospectus dated 22 April 2016 |
2017 Conditions | Pages 30 to 141 of the base prospectus dated 26 April 2017 |
2018 Conditions | Pages 32 to 144 of the base prospectus dated 26 April 2018 |
2019 Conditions | Pages 33 to 149 of the base prospectus dated 26 April 2019 |
2020 Conditions | Pages 36 to 163 of the base prospectus dated 30 April 2020 |
2021 Conditions | Pages 40 to 165 of the base prospectus dated 16 April 2021 Pages 5 to 7 of the supplement dated 19 October 2021 |
2022 Conditions | Pages 39 to 171 of the base prospectus dated 7 April 2022 |
2023 Conditions | Pages 40 to 172 of the base prospectus dated 6 April 2023 |
Any information not listed in the above cross-reference list but included in the documents incorporated by reference is given for information purposes only.”
DESCRIPTION OF THE ISSUER
The “Description of the Issuer” section on pages 179 to 181 shall be amended as follows:
The seventh paragraph of the section starting with “Information in relation to the names, business addresses and functions within the Issuer …” and the table below such paragraph are deleted in their entirety.
For the avoidance of doubt, the sentence “The business address of the members of the executive committee of the Issuer is: 56 rue de Lille, 75007 Paris, France” under the table to be deleted remains and is not amended by the Second Supplement.
RESPONSIBILITY FOR THE SECOND SUPPLEMENT
Individual assuming responsibility for the Second Supplement to the Base Prospectus
In the name of the Issuer
To the best knowledge of the Issuer, the information contained in this Second Supplement is in accordance with the facts and contains no omission likely to affect its import.
Caisse des dépôts et consignations
56, rue de Lille 75007 Paris
France
Represented by Nathalie Tubiana
Directrice des finances et de la politique durable
Executed in Paris on 4 July 2024
Autorité des marchés financiers This Second Supplement to the Base Prospectus has been approved on 4 July 2024 by the Autorité des marchés financiers (the “AMF”), in its capacity as competent authority under Regulation (EU) 2017/1129. The AMF has approved this document after having verified that the information in the Base Prospectus is complete, coherent and comprehensible within the meaning of Regulation (EU) 2017/1129. This approval should not be considered as a favourable opinion on the Issuer and on the quality of the Notes described in this Second Supplement. Investors should make their own assessment of the opportunity to invest in such Notes. This Second Supplement to the Base Prospectus has received the following approval number: n°24-275. |
