CRÉDIT AGRICOLE CORPORATE AND INVESTMENT …...Crédit Agricole Securities Asia B.V., Tokyo Branch This supplement (this " First Supplement ") is supplemental to, and should be read

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Issue of CACIB CNY 230,000,000 Fixed Rate Notes due September 2021

(CACIB CNY 230,000,000 Fixed Rate Notes due September 2021, or the "Securities")

under the €50,000,000,000

Structured Debt Instruments Issuance Programme

Issue Price: 100 per cent. of the aggregate nominal amount

Issue Date: 27 September 2018

This information package includes (i) the Base Prospectus pertaining to the €50,000,000,000

Structured Debt Instruments Issuance Programme dated 9 May 2018 as supplemented by the

supplements dated 12 June 2018, 18 June 2018, 27 June 2018 and 6 September 2018 (the Base

Prospectus) and (ii) the Final Terms dated 27 September 2018 in respect of the Securities (the Final

Terms). The Final Terms together with the Base Prospectus, are hereinafter referred to as the

"Information Package".

The Securities will be issued by Crédit Agricole Corporate and Investment Bank (the Issuer).

Application will be made by the Issuer for the Securities to be listed on the Taipei Exchange ("TPEx")

in the Republic of China (the "ROC"). Application will also be made to list the Securities to be

admitted to trading on London Stock Exchange’s regulated market and to be listed on the Official List

of the London Stock Exchange.

The Securities will be traded on the Taipei Exchange pursuant to the applicable rules of the Taipei

Exchange. Effective date of listing and trading of the Securities is on or about 27 September 2018.

For the avoidance of doubt, the Dealer, Crédit Agricole Corporate and Investment Bank, is not a

licensed underwriter in the ROC, and the Dealer has not offered, sold or resold, or will not offer, sell

or re-sell, directly or indirectly, any Securities as a part of the offering of the Securities in the ROC.

Accordingly, the Dealer has procured Capital Securities Corporation, Crédit Agricole Corporate and

Investment Bank, Taipei Branch and E.SUN Commercial Bank, Ltd. to be appointed by the Issuer as

the underwriters for the purposes of distribution of the Securities to the "professional investors" (as

defined under Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency

Denominated International Bonds) in the ROC.

The Taipei Exchange is not responsible for the content of the Information Package and no

representation is made by the Taipei Exchange to the accuracy or completeness of the Information

Package. The Taipei Exchange expressly disclaims any and all liability for any losses arising from, or

as a result of the reliance on, all or part of the contents of this Information Package. Admission to the

listing and trading of the Securities on the Taipei Exchange shall not be taken as an indication of the

merits of the Issuer or the Securities.

The Securities have not been, and shall not be, offered, sold or re-sold, directly or indirectly, in the

ROC, to investors other than "professional investors" as defined under Article 2-1 of the Taipei

Exchange Rules Governing Management of Foreign Currency Denominated International Bonds.

ROC SETTLEMENT AND TRADING

Investors with a securities book-entry account with an ROC securities broker and a foreign currency

deposit account with an ROC bank, may request the approval of the Taiwan Depositary & Clearing

Corporation (the TDCC) for the settlement of the Securitiess through the account of TDCC with

Euroclear or Clearstream, Luxembourg and if such approval is granted by TDCC, the Securities may

be so cleared and settled. In such circumstances, TDCC will allocate the respective book-entry

interests of such investor in the Securities position to the securities book-entry account designated by

such investor in the ROC. The Securities will be traded and settled pursuant to the applicable rules and

operating procedures of TDCC and the TPEx as domestic bonds.

In addition, an investor may apply to TDCC (by filing in a prescribed form) to transfer the Securities

in its own account with Euroclear or Clearstream, Luxembourg to the TDCC account with Euroclear

or Clearstream, Luxembourg for trading in the domestic market or vice versa for trading in overseas

markets.

For such investors who hold their interests in the Securities through an account opened and held by

TDCC with Euroclear or Clearstream, Luxembourg, distributions of principal and/or interests for the

Securities to such holders may be made by payment services banks whose systems are connected to

TDCC to the foreign currency deposit accounts of the holders. Such payment is expected to be made

on the second Taiwanese business day following TDCC’s receipt of such payment (due to time

difference, the payment is expected to be received by TDCC one Taiwanese business day after the

distribution date). However, when the holders will actually receive such distributions may vary

depending upon the daily operations of the ROC banks with which the holder has the foreign currency

deposit account.

TAXATION IN THE ROC

Interests on the Securities

As the Issuer of the Securities is not an ROC statutory tax withholder, there is no ROC withholding

tax on the interests to be paid by the Issuer on the Securities.

Payments of interests under the Securities to an ROC individual holder are not subject to ROC income

tax as such payments received by him/her are not considered to be ROC-sourced income. However,

such holder must include the interests in calculating his/her basic income for the purpose of

calculating his/her alternative minimum tax (the AMT), unless the sum of the interests and other

non-ROC-sourced income received by such holder and the person(s) who is(are) required to jointly

file the tax return in a calendar year is below NTD1 million. If the amount of the AMT exceeds the

ordinary income tax calculated pursuant to the AMT Act, the excess becomes such holder’s AMT

payable.

ROC corporate holders must include the interest receivable under the Securities as part of their taxable

income and pay income tax at a flat rate of 20 per cent. (unless the total taxable income for a fiscal

year is under NTD500,000), as they are subject to income tax on their worldwide income on an

accrual basis. The AMT is not applicable.

Sale of the Securities

In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. Securities

transaction tax (the STT) on the transaction price. However, Article 2-1 of the Securities Transaction

Tax Act prescribes that STT will cease to be levied on the sale of corporate bonds and financial bonds

from 1 January 2010 to 31 December 2026. Therefore, the sale of the Securities will be exempt from

STT if the sale is conducted on or before 31 December 2026. Starting from 1 January 2027, any sale

of the Securities will be subject to STT at 0.1 per cent. of the transaction price, unless otherwise

provided by the tax laws that may be in force at that time.

Capital gains generated from the sale of bonds are exempt from income tax. Accordingly, ROC

individual and corporate holders are not subject to income tax on any capital gains generated from the

sale of the Securities. In addition, ROC individual holders are not subject to AMT on any capital gains

generated from the sale of the Securities. However, ROC corporate holders should include the capital

gains in calculating their basic income for the purpose of calculating their AMT. If the amount of the

AMT exceeds the annual income tax calculated pursuant to the ROC Income Tax Act, the excess

becomes the ROC corporate holders' AMT payable. Capital losses, if any, incurred by such holders

could be carried over 5 years to offset against capital gains of same category of income for the

purposes of calculating their AMT.

The above information is a general description of the principal ROC tax consequences for investors

receiving interests in respect of, or disposing of, the Securities and is of a general nature based on the

Issuers’ understanding of current law and practice. It does not purport to be comprehensive and does

not constitute legal or tax advice.

This general description is based upon the law as in effect on the date hereof and that the Securities

will be issued, offered, sold and re-sold , directly or indirectly, in the ROC, to professional investors

as defined under the Taipei Exchange Rules Governing Management of Foreign Currency

Denominated International Bonds only. This description is subject to change potentially with

retroactive effect. Investors should appreciate that, as a result of changing law or practice, the tax

consequences may be otherwise than as stated below.

Investors should consult their professional advisers on the possible tax consequences of subscribing

for, purchasing, holding or selling the Securities.

Lead Underwriter

Capital Securities Corporation

Underwriters

Crédit Agricole Corporate and Investment Bank, Taipei Branch

E.SUN Commercial Bank, Ltd.

27 September 2018

FIRST SUPPLEMENT DATED 12 JUNE 2018

TO THE BASE PROSPECTUS DATED 9 MAY 2018

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (incorporated in France)

and

CRÉDIT AGRICOLE CIB FINANCE (GUERNSEY) LIMITED (incorporated in Guernsey)

and

CRÉDIT AGRICOLE CIB FINANCIAL SOLUTIONS (incorporated in France)

and

CRÉDIT AGRICOLE CIB FINANCE LUXEMBOURG S.A. (incorporated in Luxembourg)

€50,000,000,000

Structured Debt Instruments Issuance Programme

unconditionally and irrevocably guaranteed by


Arranger

Crédit Agricole CIB

Dealers Crédit Agricole CIB

Crédit Agricole Securities Asia B.V., Tokyo Branch

This supplement (this "First Supplement") is supplemental to, and should be read in conjunction with, the base

prospectus dated 9 May 2018 (the "Base Prospectus"), in relation to the €50,000,000,000 Structured Debt Instruments

Issuance Programme (the "Programme") of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB

Finance (Guernsey) Limited, Crédit Agricole CIB Financial Solutions and Crédit Agricole CIB Finance Luxembourg

S.A (each an "Issuer" and together the "Issuers"). Unless the context otherwise requires, terms defined in the Base

Prospectus shall have the same meanings when used in this First Supplement.

The Base Prospectus and this First Supplement together constitute a base prospectus for the purposes of Article 5.4

of Directive 2003/71/EC (as amended) (the "Prospectus Directive"). The Commission de Surveillance du Secteur

Financier (the "CSSF") approved the Base Prospectus on 9 May 2018. Application has been made to the CSSF for

approval of this First Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July

2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act"),

which implements the Prospectus Directive.

This First Supplement constitutes a supplement to the Base Prospectus for the purposes of article 16 of Directive

2003/71/EC and article 13.1 of the Prospectus Act.

Each Issuer accepts responsibility for the information contained in this First Supplement. To the best of the

knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information

contained herein is in accordance with the facts and does not omit anything likely to affect the import of such

information.

- 2 -

To the extent that there is any inconsistency between (a) any statement in this First Supplement and (b) any other

statement in, or incorporated by reference in, the Base Prospectus, the statement referred to in this First Supplement

will prevail.

References in this First Supplement to provisions of the Base Prospectus are to the Base Prospectus. References in

this First Supplement to page numbers in the Base Prospectus are to the page numbers in the Base Prospectus, unless

otherwise specified in this First Supplement.

Save as disclosed in this First Supplement, there has been no other significant new factor, material mistake or

inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or

subscribe for the Securities before this First Supplement is published have the right, exercisable until 14 June 2018, 5

p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus and this First Supplement may be obtained from the registered office of Crédit

Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available

on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment

Bank’s website: www.ca-cib.com.

This First Supplement has been prepared for the purposes of:

1) correcting the section headed “Standard Payoff Conditions : Part A: Chapter 19: Standard Steepener

with Reserve Interest” (pages 810 to 813) ;

2) correcting accordingly the section headed “Form of Final Terms – Part A – Linked Interest Security”

(pages 207 to 303);

3) inserting provisions in the Base Prospectus (including the Summary) in relation to Norwegian

Securities and listing in Norway; and

4) correcting the section headed “Annex 1 – Chapter 5: Rate Linked Asset Condition” (pages 583 to 590) ;

and

5) inserting the Registration Number of Crédit Agricole CIB Finance Luxembourg S.A. (page 1100).

1. Amending the sections headed “Standard Payoff Conditions : Part A: Chapter 19: Standard Steepener

with Reserve Interest” (pages 810 to 813)

The second (2nd

) paragraph of Standard Steepener with Reserve Interest Condition 19.3 (Definitions and

Interpretation) shall be amended to read as follows (for ease of reference changes have been indicated in bold and

underlined):

“Cap1, and Cap2 and Cap3 mean the rates specified as such in the applicable Final Terms. For the avoidance of

doubt, these may have a positive or a negative value.”

The thirteenth (13th

) paragraph of Standard Steepener with Reserve Interest Condition 19.3 (Definitions and

Interpretation) shall be amended to read as follows (for ease of reference changes have been indicated in bold and

underlined):

“Steepenern means, in respect of an Interest Accrual Periodn, the result of the following formula, expressed as a

percentage:

http://www.bourse.lu/http://www.ca-cib.com/

- 3 -

Min (Cap3, Max (Floor1, (Leverage x (Min(Cap2, Underlying Value1) – Max(Floor2, Underlying Value2) – Margin))))

2. Updating of the section headed “Form of the Final Terms – Part A – item 15 Linked Interest Security”

(pages 207 to 303)

Paragraph (xix) (Standard Steepener With Reserve Interest) (pages 300 to 303) of section 15(t) (Standard

Interest Provisions) is replaced as follows (for ease of reference changes have been indicated in bold and

underlined):

(xix) Standard Steepener With Reserve

Interest:

[Applicable in accordance with Annex 5, Part A,

Chapter 19][Not Applicable]

Applicable Interest Accrual Period: [All Interest Accrual Periods]

[The following Interest Accrual Periods: [●]]

Relevant Combination Interest Payoff: [●][Not Applicable]

(Insert name of Combination Interest Payoff in

which this payoff will be used)

(If not applicable, delete the following sub-

paragraph)

Applicable for the purposes of the

Combination Interest Payoff:

[Applicable as [General Interest Payoff][●]][Not

Applicable]

[Applicable for all Interest Accrual

Periods.][Applicable for the following Interest

Accrual Periods: [●]]

Applicable for the purposes of a Payoff

Feature:

[Applicable as [Linked Interest][1][2]][Not

Applicable] (If not applicable, delete the following

sub-paragraph)

Relevant Payoff Feature: [●][Not Applicable]

(Insert name of Payoff Feature)

Interest Observation Date(s): [●] (Specify any business day convention applicable

to the Interest Observation Date(s))

[Each date falling [●] Business Days immediately

preceding the [first][last] day of the Interest Accrual

Period]

Cap1: [●]

Cap2: [●]

Cap3: [●]

- 4 -

Floor1: [●]

Floor2: [●]

Floor3: [●]

Margin: [●]

Leverage: [●]

Initial Rate: [●]

Reserve0: [As defined in Annex 5, Part A, Chapter 19][●]

Initial Reserve Accrual Period: [The Interest Accrual Period ending on [●]]

Final Reserve Accrual Period: [The Interest Accrual Period ending on [●]]

Underlying1: [[●]

(with further information set out in paragraph [●]

(Insert reference to correct Asset Condition line

item) of these Final Terms) (The relevant

Commodity, Index, Proprietary Index, Inflation

Index, FX Rate, Benchmark Rate, ETF or Share)]

[Combination of Underlying1x: and Underlying1y:

[Addition][Subtraction][Multiplication][Division]

Underlying1x: [●]





Index, FX Rate, Benchmark Rate, ETF or Share)

Underlying1y: [●]






Underlying2: [[●]






- 5 -

[Combination of Underlying2x: and Underlying2y:

[Addition][Subtraction][Multiplication][Division]

Underlying2x: [●]





Index, FX Rate, Benchmark Rate, ETF or Share)

Underlying2y: [●]






Relevant Observation: [Applicable with respect to the Underlying

Value2][Applicable with respect to the Underlying

Value1][Not Applicable]

[[Underlying Level][Average Underlying

Level][Minimum Underlying Level][Maximum

Underlying Level][Underlying Performance] is

applicable in respect of the Underlying Value2. [The

Relevant Observation Floor is [●].][The Relevant

Observation Cap is [●].] The Relevant Timing[s]

[is][are]: [●].]

[[Underlying Level][Average Underlying

Level][Minimum Underlying Level][Maximum

Underlying Level][Underlying Performance] is

applicable in respect of the Underlying Value1. [The

Relevant Observation Floor is [●].][The Relevant

Observation Cap is [●].] The Relevant Timing[s]

[is][are]: [●].]

3. Inserting provisions in the Base Prospectus (including the Summary) in relation to Norwegian Securities

a) Update of the section “Listing and admission to trading” (pages 3 to 4 of the Base Prospectus)

The following shall be inserted at the end of the section:

“The Issuers may make an application for Securities issued under the Programme to be listed and admitted to trading

on the regulated market of Oslo Stock Exchange (the “Oslo Stock Exchange” or “Oslo Bors”) if the listing

conditions of the Oslo Stock Exchange are satisfied. The applicable Final Terms will specify whether or not the

Securities are to be listed and admitted to trading on the Oslo Stock Exchange.”

- 6 -

b) Update of the Summary of the Base Prospectus (pages 13 to 80 of the Base Prospectus)

Elements A.2, C.5 and C.11 (pages 13, 29 and 43 of the Base Prospectus respectively) shall be amended to read as

follows (for ease of reference changes have been indicated in bold and underlined):

A.2 Consent for use

of Base

Prospectus in

subsequent

resale or final

placement,

indication of

offer period and

conditions to

consent for

subsequent

resale or final

placement and

warning

[In the context of the offer of the Securities from time to time in [Luxembourg][the

United

Kingdom][Belgium][France][Germany][Italy][Portugal][Finland][Norway][Swed

en][and][Spain] (the Public Offer Jurisdiction[s]), the Issuer consents to the use

of the Base Prospectus as so supplemented where the offer is made in

circumstances where there is no exemption from the obligation under Directive

2003/71/EC (and amendments thereto, including the Directive 2010/73/EU, to the

extent implemented in the relevant Member State) to publish a prospectus (a Non-

exempt Offer) during the period from [] until [] (the Offer Period) and in the

Public Offer Jurisdiction[(s)]) by:

[(1)

(a) [any financial intermediary], subject to [the relevant conditions]; and

(b) any financial intermediary appointed after [date] and whose name is published

on the website http://www.ca-cib.com/our-offers/rates-credit-and-cross-assets-

derivatives.htm and identified as an Authorised Offeror in respect of the Non-

exempt Offer;]

[(2) any financial intermediary which shall, for the duration of the Offer Period, publish

on its website that it is using the Base Prospectus for such Non-exempt Offer in

accordance with the consent of the Issuer and that it accepts the Authorised Offeror

Terms relating to the use of the consent and the other conditions.

[in each case] for so long as they are authorised to make such offers under the Directive

2004/39/EC (as amended) (the Markets in Financial Instruments Directive) ([in each

case any such financial intermediary being an][the] Authorised Offeror).

[Authorised Offeror Terms are [●].]

[The Issuer may also give consent to additional financial intermediary(ies) so long as

they are authorised to make such offers under the Markets in Financial Instruments

Directive (each, also an Authorised Offeror) after [date] and, if it does so, it will

publish any new information in relation to such Authorised Offerors at [●] (specify

relevant website).]

[If any Authorised Offeror is permitted to use the Base Prospectus during the

Offer Period, any such Authorised Offeror is required, for the duration of the

Offer Period, to publish on its website that it is using the Base Prospectus for the

relevant Non-exempt Offer with the consent of the Issuer and in accordance with

certain conditions.]

An investor intending to acquire or acquiring any Securities from an Authorised Offeror

will do so, and offers and sales of the Securities to an investor by an Authorised Offeror

- 7 -

will be made, in accordance with any terms and other arrangements in place between

such Authorised Offeror and such investor including as to price allocations and

settlement arrangements (the Terms and Conditions of the Non-exempt Offer). The

Issuer will not be a party to any such arrangements with investors (other than dealers) in

connection with the offer or sale of the Securities and, accordingly, the Base Prospectus

and any applicable final terms will not contain such information. The Terms and

Conditions of the Non-exempt Offer shall be provided to investors by that

Authorised Offeror at the time of the Non-exempt Offer. Neither the Issuer[, the

Guarantor] nor any of the dealers or other Authorised Offerors have any responsibility

or liability for such information.]

[Not applicable. [No financial intermediary is involved in the offers and sales of the

Securities.]/[The Securities are not subject to a Public Offer in the European Economic

Area.]]

C.5 Description of

restrictions on

free

transferability

of the Securities

The free transfer of the Securities is subject to the selling restrictions of the United

States and the European Economic Area (including Luxembourg, Belgium,

Finland, France, Germany, Italy, Norway, Portugal, Spain, Sweden and the United

Kingdom), Australia, Brunei Darussalam, People's Republic of China, Chile,

Japan, Hong Kong, Singapore, South Korea, Switzerland, Taiwan and The

Philippines.

[Securities offered and sold outside the United States to non-U.S. persons in

reliance on Regulation S under the U.S. Securities Act of 1933, as amended must

comply with selling restrictions.] [Securities in registered form sold within the

United States to "Qualified Institutional Buyers" or institutional "accredited

investors" must comply with transfer restrictions.] [Securities in bearer form are

subject to U.S. tax law requirements and must comply with selling restrictions.]

[Securities held in a clearing system must be transferred in accordance with the rules,

procedures and regulations of that clearing system.]

C.11 An indication as

to whether the

securities

offered are or

will be the

object of an

application for

admission to

trading on a

regulated

market

[Application has been made by the Issuer (or on its behalf) for the Securities to be

admitted to trading on the [Luxembourg Stock Exchange's regulated

market][London Stock Exchange's regulated market][the regulated market of

Nasdaq Helsinki Stock Exchange][the regulated market of NASDAQ OMX

Stockholm AB, Nasdaq Stockholm][the regulated market of Oslo Stock

Exchange][Electronic Bond and Government Securities Market of Borsa Italiana

S.p.A. (Italian Listed Notes)] [the Regulated Market (Regulierter Markt) of the

Frankfurt Stock Exchange] [Euronext Paris, the regulated market operated by

Euronext Paris S.A.] [(please quote any other relevant regulated market)][with

effect from [●].] [Not Applicable] [The Securities are not expected to be admitted

to trading.]

c) Update of the section “Form of the Final Terms – Part B – Other Information” (page 433 to 441 of

the Base Prospectus)

Item 1 (Listing and Admission to Trading) of the section shall be amended to read as follows (for ease of reference

changes have been indicated in bold and underlined):

- 8 -

1. LISTING AND ADMISSION TO TRADING

[(i)] Listing and admission to

trading:

[Application has been made by the relevant

Issuer (or on its behalf) for the Securities to

be admitted to trading on [[the Electronic

Securitised Derivatives Market

(SeDeX)][the Electronic Bond and

Government Securities Market (MOT

Market)] of Borsa Italiana S.p.A.]]

[Luxembourg Stock Exchange's regulated

market] [London Stock Exchange's

regulated market] [the Nasdaq Helsinki

Stock Exchange's regulated market]

[NASDAQ OMX Stockholm AB's regulated

market] [the Oslo Stock Exchange] [the

Regulated Market (Regulierter Markt) of

the Frankfurt Stock Exchange] [Euronext

Paris, the regulated market operated by

Euronext Paris S.A.] [EuroTLX] [●] with

effect from [][ and to be listed on the

Official List of [Borsa Italiana S.p.A.] [the

Luxembourg Stock Exchange] [the London

Stock Exchange] [Nasdaq Helsinki Stock

Exchange] [Nasdaq Stockholm][the Oslo

Stock Exchange][●]].]

[Application is expected to be made by the

relevant Issuer (or on its behalf) for the

Securities to be admitted to trading on [[the

Electronic Securitised Derivatives Market

(SeDeX)][the Electronic Bond and

Government Securities Market (MOT

Market)] of Borsa Italiana

S.p.A.]][Luxembourg Stock Exchange's

regulated market] [London Stock

Exchange's regulated market] [the Nasdaq

Helsinki Stock Exchange's regulated

market] [NASDAQ OMX Stockholm AB's

regulated market] [the Oslo Stock

Exchange] [the Regulated Market

(Regulierter Markt) of the Frankfurt Stock

Exchange] [Euronext Paris, the regulated

market operated by Euronext Paris S.A.]

[EuroTLX] with effect from [][ and to be

listed on the Official List of [Borsa Italiana

S.p.A.] [the Luxembourg Stock Exchange]

- 9 -

[the London Stock Exchange][Nasdaq

Helsinki Stock Exchange] [Nasdaq

Stockholm][the Oslo Stock

Exchange][]].]

[Not Applicable]

[The original Securities are admitted to

trading on [[the Electronic Securitised

Derivatives Market (SeDeX)][the Electronic

Bond and Government Securities Market

(MOT Market)] of Borsa Italiana

S.p.A.][Luxembourg Stock Exchange's

regulated market] [London Stock

Exchange's regulated market] [the Nasdaq

Helsinki Stock Exchange's regulated







[EuroTLX] [●] [ and are listed on the

Official List of [Borsa Italiana S.p.A][the

Luxembourg Stock Exchange][the London

Stock Exchange][[the Nasdaq Helsinki

Stock Exchange][Nasdaq Stockholm] [the

Oslo Stock Exchange][]].]

(Where documenting a fungible issue need

to indicate that original Securities are

already admitted to trading)

[(ii)] Estimate of total expenses

related to admission to trading:

[] (Only required for Securities with a

denomination of at least €100,000 (or its

equivalent in any other currency))]

The thirteenth (13th

) sub-paragraph (headed “Non-Exempt Offer Consent of the Issuer to use the Base Prospectus

during the Offer Period”) of item 12 (headed “Terms and Conditions of the Offer”) (pages 440 to 441) of the section

shall be amended to read as follows (for ease of reference changes have been indicated in bold and underlined):

Non-Exempt Offer Consent of the Issuer

to use the Base Prospectus during the

Offer Period:

[Not Applicable][Applicable. An offer of the

Securities may be made by the Dealers [and

[(specify, if applicable)]] [and any

additional financial intermediaries who have

or obtain the Issuer's [specific] consent to

use the Base Prospectus in connection with

- 10 -

the Non-exempt Offer and who are

identified on [the website at www.[]]

(together, the Authorised Offerors) other

than pursuant to article 3(2) of the

Prospectus Directive in [Luxembourg] [the

United Kingdom] [Belgium] [France]

[Germany] [Italy] [Portugal] [Finland]

[Sweden] [Norway] [and] [Spain] [(specify

relevant Member State(s) - which must be

jurisdictions where the Prospectus and any

supplements have been approved or

passported)] (the Public Offer

Jurisdictions) during the period from

[(specify date)] until [(specify date)] (the

Offer Period).] (Only required for

Securities with a denomination of less than

€100,000 (or its equivalent in any other

currency)

4. Correcting the section headed “Annex 1 – Chapter 5: Rate Linked Asset Condition” (pages 583 to 590)

Sub-paragraph (b) of section 3 (Benchmark Trigger Events) (page 586) shall be amended to read as follows (for ease

of reference changes have been indicated in bold and underlined):

b) “Subject to Rate Linked Asset Condition 3(a) above, if a Benchmark Trigger Event occurs, the Calculation

Agent shall elect to take one of the actions described in sub-paragraphs (i) below, with effect from the

Business Day following the Cut-Off Date:

(i) If an Impacted Index and an Alternative Pre-nominated Index have been specified in the applicable

Final Terms, (A) the Relevant Rate Benchmark will be replaced with the Alternative Pre-

nominated Index, (B) the Calculation Agent shall apply the Adjustment Spread to the Alternative

Pre-nominated Index and (C) the Calculation Agent may, after taking into account any Adjustment

Spread, make such other adjustments to any of the Conditions as are necessary to account for the

effect on the Securities of referencing the Alternative Pre-nominated Index.

(ii) If there is an Alternative Post-nominated Index, (A) the Relevant Rate Benchmark will be replaced

with the Alternative Post-nominated Index, (B) the Calculation Agent shall apply the Adjustment

Spread to the Alternative Post-nominated Index and (C) the Calculation Agent may, after taking

into account any Adjustment Spread, make such other adjustments to any of the Conditions as are

necessary to account for the effect on the Securities of referencing the Alternative Post-nominated

Index.

(iii) If there is a Calculation Agent Nominated Replacement Index, (A) the Relevant Rate Benchmark

will be replaced with the Calculation Agent Nominated Replacement Index, (B) the Calculation

Agent shall apply the Adjustment Spread to the Calculation Agent Nominated Replacement Index

and (C) the Calculation Agent may, after taking into account any Adjustment Spread, make such

- 11 -

other adjustments to any of the Conditions as are necessary to account for the effect on the

Securities of referencing the Calculation Agent Nominated Replacement Index.

(iv) Upon giving notice to the Securityholders in accordance with General Condition 14 (Notices), the

relevant Issuer shall redeem all but not some only of the Securities, each Security being redeemed

by payment of an amount equal to the Fair Market Value Redemption Amount.

To the extent that the Calculation Agent does not consider it commercially reasonable or possible to take any

actions in, or apply any of the outcomes produced from, any of the steps set out in sub-paragraphs (i), (ii), or

(iii) above it may take the actions set out in sub-paragraph (iv) above.”

5. Inserting the Registration Number of Crédit Agricole CIB Finance Luxembourg S.A. (page 1100)

The first (1st) paragraph of the section headed “Description of Crédit Agricole CIB Finance Luxembourg S.A.” shall

be amended to read as follows (for ease of reference changes have been indicated in bold and underlined):

“Crédit Agricole CIB Finance Luxembourg S.A. (Crédit Agricole CIB FL) was incorporated in the Grand

Duchy of Luxembourg as a public limited liability company (société anonyme) with unlimited duration on 7

May 2018 under the name Crédit Agricole CIB Finance Luxembourg S.A. and is registered with the

Luxembourg trade and companies register under the reference B224538, having its registered office at 31-33,

Avenue Pasteur, L-2311 Luxembourg. The Articles of Crédit Agricole CIB FL were filed with the Luxembourg

trade and companies register and will be published in the Recueil Electronique des Sociétés et Associations.

The Luxembourg trade and companies registration number for Crédit Agricole CIB FL is not yet

available but will be notified to holders by way of a supplement to this Base Prospectus once this is

known.”


Dealers



The date of this First Supplement is 12 June 2018

SECOND SUPPLEMENT DATED 18 JUNE 2018 TO THE BASE PROSPECTUS DATED 9 MAY 2018


and


and


and


€50,000,000,000 Structured Debt Instruments Issuance Programme



Arranger Crédit Agricole CIB



This supplement (this "Second Supplement") is supplemental to, and should be read in conjunction with, the base prospectus dated 9 May 2018 (the "Base Prospectus") and the first supplement to the Base Prospectus dated 12 June 2018 (the "First Supplement"), each in relation to the €50,000,000,000 Structured Debt Instruments Issuance Programme (the "Programme") of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited, Crédit Agricole CIB Financial Solutions and Crédit Agricole CIB Finance Luxembourg S.A (each an "Issuer" and together the "Issuers"). Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Second Supplement.

The Base Prospectus, the First Supplement and this Second Supplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the "Prospectus Directive"). The Commission de Surveillance du Secteur Financier (the "CSSF") approved the Base Prospectus on 9 May 2018. Application has been made to the CSSF for approval of this Second Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act"), which implements the Prospectus Directive.

This Second Supplement constitutes a supplement to the Base Prospectus for the purposes of article 16 of Directive 2003/71/EC and article 13.1 of the Prospectus Act.

Each Issuer accepts responsibility for the information contained in this Second Supplement. To the best of the knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

- 2 -

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 as amended by the First Supplement, the statement referred to in this Second Supplement will prevail.

References in this Second Supplement to provisions of the Base Prospectus are to the Base Prospectus as amended by the First Supplement. References in this Second Supplement to page numbers in the Base Prospectus are to the page numbers in the Base Prospectus without taking into account any amendments made by the First Supplement, unless otherwise specified in this Second Supplement.

Save as disclosed in this Second Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Securities before this Second Supplement is published have the right, exercisable until 20 June 2018, 5 p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement and this Second Supplement may be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment Bank’s website: www.ca-cib.com.

This Second Supplement has been prepared for the purposes of:

1) correcting the section headed “Annex 1 – Chapter 5: Rate Linked Asset Condition” (pages 583 to 590) 1. Correcting the section headed “Annex 1 – Chapter 5: Rate Linked Asset Condition” (pages 583 to 590) Sub-paragraph (b) of section 3 (Benchmark Trigger Events) (page 586) shall be deleted and replaced in its entirety by

the following:

“ (b) Subject to Rate Linked Asset Condition 3(a) above, if a Benchmark Trigger Event occurs, the Calculation Agent shall elect to take one of the actions described in sub-paragraphs (i), (ii) or (iii) below, with effect from the Business Day following the Cut-Off Date:

(i) If an Impacted Index and an Alternative Pre-nominated Index have been specified in the applicable Final Terms, (A) the Relevant Rate Benchmark will be replaced with the Alternative Pre-nominated Index, (B) the Calculation Agent shall apply the Adjustment Spread to the Alternative Pre-nominated Index and (C) the Calculation Agent may, after taking into account any Adjustment Spread, make such other adjustments to any of the Conditions as are necessary to account for the effect on the Securities of referencing the Alternative Pre-nominated Index.

(ii) If there is an Alternative Post-nominated Index, (A) the Relevant Rate Benchmark will be replaced with the Alternative Post-nominated Index, (B) the Calculation Agent shall apply the Adjustment Spread to the Alternative Post-nominated Index and (C) the Calculation Agent may, after taking into account any Adjustment Spread, make such other adjustments to any of the Conditions as are necessary to account for the effect on the Securities of referencing the Alternative Post-nominated Index.

- 3 -

(iii) If there is a Calculation Agent Nominated Replacement Index, (A) the Relevant Rate Benchmark will be replaced with the Calculation Agent Nominated Replacement Index, (B) the Calculation Agent shall apply the Adjustment Spread to the Calculation Agent Nominated Replacement Index and (C) the Calculation Agent may, after taking into account any Adjustment Spread, make such other adjustments to any of the Conditions as are necessary to account for the effect on the Securities of referencing the Calculation Agent Nominated Replacement Index.

(iv) Upon giving notice to the Securityholders in accordance with General Condition 14 (Notices), the relevant Issuer shall redeem all but not some only of the Securities, each Security being redeemed by payment of an amount equal to the Fair Market Value Redemption Amount.

To the extent that the Calculation Agent does not consider it commercially reasonable or possible to take any actions in, or apply any of the outcomes produced from, any of the steps set out in sub-paragraphs (i), (ii), or (iii) above it may take the actions set out in sub-paragraph (iv) above.”


Dealers



The date of this Second Supplement is 18 June 2018

THIRD SUPPLEMENT DATED 27 JUNE 2018 TO THE BASE PROSPECTUS DATED 9 MAY 2018


and


and


and








This supplement (this "Third Supplement") is supplemental to, and should be read in conjunction with, the base prospectus dated 9 May 2018 (the "Base Prospectus"), the first supplement to the Base Prospectus dated 12 June 2018 (the "First Supplement") and the second supplement to the Base Prospectus dated 18 June 2018 (the "Second Supplement"), each in relation to the €50,000,000,000 Structured Debt Instruments Issuance Programme (the "Programme") of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited, Crédit Agricole CIB Financial Solutions and Crédit Agricole CIB Finance Luxembourg S.A (each an "Issuer" and together the "Issuers"). Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Third Supplement.

The Base Prospectus, the First Supplement, the Second Supplement and this Third Supplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the "Prospectus Directive"). The Commission de Surveillance du Secteur Financier (the "CSSF") approved the Base Prospectus on 9 May 2018. Application has been made to the CSSF for approval of this Third Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act"), which implements the Prospectus Directive.

This Third Supplement constitutes a supplement to the Base Prospectus for the purposes of article 16 of Directive 2003/71/EC and article 13.1 of the Prospectus Act.

Each Issuer accepts responsibility for the information contained in this Third Supplement. To the best of the knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

- 2 -

To the extent that there is any inconsistency between (a) any statement in this Third Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus as amended by the First Supplement and the Second Supplement, the statement referred to in this Third Supplement will prevail.

References in this Third Supplement to provisions of the Base Prospectus are to the Base Prospectus as amended by the First Supplement and the Second Supplement. References in this Third Supplement to page numbers in the Base Prospectus are to the page numbers in the Base Prospectus without taking into account any amendments made by the First Supplement and the Second Supplement, unless otherwise specified in this Third Supplement.

Save as disclosed in this Third Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Securities before this Third Supplement is published have the right, exercisable until 29 June 2018, 5 p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement, the Second Supplement and this Third Supplement may be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment Bank’s website: www.ca-cib.com.

This Third Supplement has been prepared for the purposes of:

1) Update of the section headed “Listing and admission to trading” (pages 3 to 4 of the Base Prospectus)

The following paragraph shall be inserted at the end of the section:

“The Issuers may, if specified in the applicable Final Terms, make an application for certain Securities

issued under the Programme to be listed on the Official List of the Irish Stock Exchange and admitted to trading on the Irish Stock Exchange's regulated market, which is a regulated market for the purposes of

MiFID II.”

2) Update of the section headed “Other Important Information” (pages 6 to 8 of the Base Prospectus)

The paragraph below shall be deleted and replaced in its entirety by the following:

“This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.

The distribution of this Base Prospectus and the offer or sale of Securities may be restricted by law in

certain jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Securities 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,

unless specifically indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuers, the Guarantor or any Dealer, which is intended to permit a public offering of any Securities or

distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no

Securities may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any

- 3 -

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. Persons into whose

possession this Base Prospectus or any Securities may come must inform themselves about, and observe,

any such restrictions on the distribution of this Base Prospectus and the offering and sale of Securities. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Securities

in the United States and the European Economic Area (including Luxembourg, Belgium, France, Germany,

Ireland, Italy, Norway, Portugal, Finland, Sweden, Spain and the United Kingdom) (see "Subscription and

Sale").”

3) Update of the Summary of the Base Prospectus (pages 13 to 80 of the Base Prospectus)

Elements A.2, C.5, C.11 and E.3 (pages 13 and 14, 29, 43 and 79 of the Base Prospectus respectively) shall

be amended to read as follows (for ease of reference changes have been indicated in bold and underlined):

A.2 Consent for use of Base Prospectus in subsequent resale or final placement, indication of offer period and conditions to consent for subsequent resale or final placement and warning

[In the context of the offer of the Securities from time to time in [Luxembourg][the United Kingdom][Belgium][France][Germany]

[Ireland] [Italy][Portugal][Finland][Sweden][Norway][and][Spain] (the Public Offer Jurisdiction[s] ), the Issuer consents to the use of the Base Prospectus as so supplemented where the offer is made in circumstances

where there is no exemption from the obligation under Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU,

to the extent implemented in the relevant Member State) to publish a

prospectus (a Non-exempt Offer) during the period from [�] until [�] (the Offer Period) and in the Public Offer Jurisdiction[(s)]) by:

[(1)

(a) [any financial intermediary], subject to [the relevant conditions]; and

(b) any financial intermediary appointed after [date] and whose name is published on the website http://www.ca-cib.com/our-offers/rates-credit-and-cross-assets-derivatives.htm and identified as an Authorised Offeror in respect of the Non-exempt Offer;]

[(2) any financial intermediary which shall, for the duration of the Offer

Period, publish on its website that it is using the Base Prospectus for such

Non-exempt Offer in accordance with the consent of the Issuer and that it accepts the Authorised Offeror Terms relating to the use of the consent and

the other conditions.

[in each case] for so long as they are authorised to make such offers under

the Directive 2014/65/EU (as amended, MiFID II ) ([in each case any such financial intermediary being an][the] Authorised Offeror).

[Authorised Offeror Terms are [●].]

[The Issuer may also give consent to additional financial intermediary(ies) so long as they are authorised to make such offers under MiFID II (each,

- 4 -

also an Authorised Offeror ) after [date] and, if it does so, it will publish any new information in relation to such Authorised Offerors at [●] (specify

relevant website).]

[If any Authorised Offeror is permitted to use the Base Prospectus during the Offer Period, any such Authorised Offeror is required, for the duration of the Offer Period, to publish on its website that it is using the Base Prospectus for the relevant Non-exempt Offer with the consent of the Issuer and in accordance with certain conditions.]

An investor intending to acquire or acquiring any Securities from an

Authorised Offeror will do so, and offers and sales of the Securities to an

investor by an Authorised Offeror will be made, in accordance with any

terms and other arrangements in place between such Authorised Offeror and such investor including as to price allocations and settlement

arrangements (the Terms and Conditions of the Non-exempt Offer). The Issuer will not be a party to any such arrangements with investors (other

than dealers) in connection with the offer or sale of the Securities and,

accordingly, the Base Prospectus and any applicable final terms will not contain such information. The Terms and Conditions of the Non-exempt Offer shall be provided to investors by that Authorised Offeror at the time of the Non-exempt Offer. Neither the Issuer[, the Guarantor] nor any of the dealers or other Authorised Offerors have any responsibility or

liability for such information.]

[Not applicable. [No financial intermediary is involved in the offers and sales of the Securities.]/[The Securities are not subject to a Public Offer in

the European Economic Area.]]

C.5 Description of restrictions on free transferability of the Securities

The free transfer of the Securities is subject to the selling restrictions of the United States and the European Economic Area (including Luxembourg, Belgium, Finland, France, Germany, Ireland, Italy, Norway, Portugal, Spain, Sweden and the United Kingdom), Australia, Brunei Darussalam,

People's Republic of China, Chile, Japan, Hong Kong, Singapore, South

Korea, Switzerland, Taiwan and The Philippines.

[Securities offered and sold outside the United States to non-U.S. persons

in reliance on Regulation S under the U.S. Securities Act of 1933, as

amended must comply with selling restrictions.] [Securities in registered form sold within the United States to "Qualified Institutional Buyers" or

institutional "accredited investors" must comply with transfer restrictions.]

[Securities in bearer form are subject to U.S. tax law requirements and

must comply with selling restrictions.]

[Securities held in a clearing system must be transferred in accordance with

the rules, procedures and regulations of that clearing system.]

- 5 -

C.11 An indication as to whether the securities offered are or will be the object of an application for admission to trading on a regulated market

[Application has been made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the [Luxembourg Stock Exchange's

regulated market][London Stock Exchange's regulated market] [Irish Stock Exchange's regulated market] [the regulated market of Nasdaq Helsinki Stock Exchange][the regulated market of NASDAQ OMX Stockholm AB, Nasdaq Stockholm][the regulated market of Oslo Stock

Exchange][Electronic Bond and Government Securities Market of Borsa

Italiana S.p.A. (Italian Listed Notes)] [the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange] [Euronext Paris, the regulated

market operated by Euronext Paris S.A.] [(please quote any other relevant regulated market)][with effect from [●].] [Not Applicable] [The Securities

are not expected to be admitted to trading.]

- 6 -

E.3 Terms and conditions of offer

[The Securities are not offered to the public in the European Economic

Area [but are being offered in [●].]

[The Securities are being offered to the public in a Non-exempt Offer in

[Luxembourg] [the United Kingdom] [Belgium] [France] [Germany]

[Ireland] [Italy] [Norway] [Portugal] [Finland] [Sweden] [and] [Spain] [(Specify relevant Member State(s) – which must be jurisdictions where the

Prospectus and any supplements have been approved or passported)].]

[Any investor intending to acquire or acquiring any Securities from an Authorised Offeror will do so, and offers and sales of the Securities to an

investor by an Authorised Offeror will be made, in accordance with any

terms and other arrangement in place between such Authorised Offeror and

such investor including as to price, allocation and settlement

arrangements.]

Offer Price: [Issue Price][specify]

[Conditions to which the offer is subject: [give details]

Description of the application process: [Not Applicable][give details including the time period, and any possible amendments, during which the offer will be

open]

Description of possibility to reduce [give details] subscriptions and manner for refunding

excess amount paid by applicants:

Details of the minimum and/or maximum [give details] amount of application:

Details of the method and time limits [give details] for paying up and delivering the Securities:

Manner in and date on which results of [give details] the offer are to be made public:

Procedure for exercise of any right [give details] of pre-emption, negotiability of subscription rights and treatment

of subscription rights not exercised:

Whether tranche(s) have been reserved [give details] for certain countries:

Process for notification to applicants [give details] of the amount allotted and the indication whether dealing may

begin before notification is made:

Amount of any expenses and taxes [give details]] specifically charged to the subscriber

or purchaser:

- 7 -

4) Update of the section headed “Retail Cascades” (pages 152 to 156 of the Base Prospectus) The paragraph below shall be deleted and replaced in its entirety by the following:

“In the context of any offer of Securities from time to time in Luxembourg, the United Kingdom, Belgium, France, Germany, Ireland, Italy, Norway, Portugal, Finland, Sweden or Spain (the Public Offer Jurisdictions) that is not made within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended, (a Non-exempt Offer), the Issuers consent to the use of this Base Prospectus as so supplemented in connection with a Non-exempt Offer of any Securities during the offer

period specified in the applicable Final Terms (the Offer Period) and in the Public Offer Jurisdiction(s) specified in the applicable Final Terms by:”

5) Update of the section headed “Form of the Final Terms – Part B – Other Information” (pages 433 and 434; page 440 to 441 of the Base Prospectus)

Item 1 (headed “Listing and Admission to Trading”) of the section shall be amended to read as follows (for

ease of reference changes have been indicated in bold and underlined):

1. LISTING AND ADMISSION TO TRADING

[(i)] Listing and admission to

trading:

[Application has been made by the relevant Issuer (or on its behalf) for the Securities to be admitted to trading on [[the Electronic

Securitised Derivatives Market

(SeDeX)][the Electronic Bond and Government Securities Market (MOT Market )] of Borsa Italiana S.p.A.]] [Luxembourg Stock Exchange's regulated

market] [London Stock Exchange's

regulated market] [Irish Stock Exchange's regulated market] [the Nasdaq Helsinki Stock Exchange's regulated market]

[NASDAQ OMX Stockholm AB's regulated market] [the Oslo Stock Exchange] [the

Regulated Market (Regulierter Markt) of

the Frankfurt Stock Exchange] [Euronext Paris, the regulated market operated by

Euronext Paris S.A.] [EuroTLX] [●] with

effect from [�][ and to be listed on the

Official List of [Borsa Italiana S.p.A.] [the Luxembourg Stock Exchange] [the London

Stock Exchange] [Irish Stock Exchange] [Nasdaq Helsinki Stock Exchange] [Nasdaq

Stockholm] [the Oslo Stock Exchange]

- 8 -

[●]].]

[Application is expected to be made by the

relevant Issuer (or on its behalf) for the

Securities to be admitted to trading on [[the

Electronic Securitised Derivatives Market

(SeDeX)][the Electronic Bond and Government Securities Market (MOT Market )] of Borsa Italiana S.p.A.]][Luxembourg Stock Exchange's regulated market] [London Stock

Exchange's regulated market] [Irish Stock Exchange's regulated market] [the Nasdaq Helsinki Stock Exchange's regulated



Exchange] [the Regulated Market (Regulierter Markt) of the Frankfurt Stock



[EuroTLX] with effect from [�][ and to be listed on the Official List of [Borsa Italiana S.p.A.] [the Luxembourg Stock Exchange]

[the London Stock Exchange] [Irish Stock Exchange] [Nasdaq Helsinki Stock Exchange] [Nasdaq Stockholm] [the Oslo

Stock Exchange] [�]].]

[Not Applicable]

[The original Securities are admitted to trading on [[the Electronic Securitised

Derivatives Market (SeDeX)][the Electronic Bond and Government Securities Market (MOT Market )] of Borsa Italiana S.p.A.][Luxembourg Stock Exchange's regulated market] [London Stock

Exchange's regulated market] [Irish Stock Exchange's regulated market] [the Nasdaq Helsinki Stock Exchange's regulated

market] [NASDAQ OMX Stockholm AB's regulated market] [the Oslo Stock



Exchange] [Euronext Paris, the regulated market operated by Euronext Paris S.A.] [EuroTLX] [●] [and are listed on the

- 9 -

Official List of [Borsa Italiana S.p.A][the

Luxembourg Stock Exchange][the London

Stock Exchange] [Irish Stock Exchange] [[the Nasdaq Helsinki Stock Exchange][Nasdaq Stockholm] [the Oslo

Stock Exchange] [�]].]

(Where documenting a fungible issue need

to indicate that original Securities are

already admitted to trading)

Item 12 (headed “Terms and Conditions of the Offer”) of the section shall be amended to read as follows

(for ease of reference changes have been indicated in bold and underlined):

2. TERMS AND CONDITIONS OF THE OFFER (Only applicable for Securities with a denomination of less than €100,000 (or its equivalent in any other currency) and not issued

pursuant to an exemption under Article 3(2) of the Prospectus Directive

Authorised Offeror(s): [Not Applicable][Applicable – the

Authorised Offerors are [specify]]

Offer Price: [Issue Price][�]

[(with the Issue Price per Security being

payable in [(insert relevant currency)] and

converted in the Specified Currency at the [(describe relevant exchange rate)]

exchange rate displayed on [(described

relevant price source)] at [(insert relevant

time)], on [the [relevant] Trade Date][�], i.e.

[(quote relevant exchange rate)]]

Conditions to which the offer is subject: [Not Applicable][�]

Description of the application process: [Not Applicable][�]

(Give details including the time period, and

any possible amendments, during which the

offer will be open)

Description of possibility to reduce subscriptions and manner for refunding

excess amount paid by applicants:

[Not Applicable][�]

Details of the minimum and/or maximum

amount of application:


Details of the method and time limits for

paying up and delivering the Securities:


- 10 -

Manner in and date on which results of

the offer are to be made public:


Procedure for exercise of any right of

pre-emption, negotiability of

subscription rights and treatment of

subscription rights not exercised:


Whether tranche(s) have been reserved

for certain countries:


Process for notification to applicants of the amount allotted and the indication

whether dealing may begin before

notification is made:


Amount of any expenses and taxes specifically charged to the subscriber or

purchaser:


Non-Exempt Offer Consent of the Issuer

to use the Base Prospectus during the

Offer Period:

[Not Applicable][Applicable. An offer of the

Securities may be made by the Dealers [and [(specify, if applicable)]] [and any additional financial intermediaries who have

or obtain the Issuer's [specific] consent to

use the Base Prospectus in connection with

the Non-exempt Offer and who are identified on [the website at www.[�]]

(together, the Authorised Offerors) other than pursuant to article 3(2) of the

Prospectus Directive in [Luxembourg] [the

United Kingdom] [Belgium] [France] [Germany] [Ireland] [Italy] [Norway] [Portugal] [Finland] [Sweden] [and] [Spain]

[(specify relevant Member State(s) - which must be jurisdictions where the Prospectus

and any supplements have been approved or

passported)] (the Public Offer Jurisdictions) during the period from [(specify date)] until [(specify date)] (the

Offer Period).] (Only required for Securities with a denomination of less than

€100,000 (or its equivalent in any other

currency)

Authorised Offeror(s) in the various

countries where the offer takes place:

[Not Applicable][Any financial

intermediary which satisfies the conditions

set out below in item "Conditions attached

to the consent of the relevant Issuer to use

- 11 -

the Base Prospectus"][�]

(Insert name(s) and address(es) of the

financial intermediary(ies) appointed by the

relevant Issuer to act as Authorised

Offeror(s))

Conditions attached to the consent of the

relevant Issuer to use the Base

Prospectus:

[Not Applicable]

[General Consent]

[Specific Consent]

Other conditions to consent: [Not Applicable][�]

(Where the relevant Issuer has given a

"General Consent" to any financial

intermediary to use the Base Prospectus,

specify any additional conditions to consent

or any condition replacing the conditions

set under "Retail Cascades" in the Base

Prospectus.)

(Where the relevant Issuer has given a "Specific Consent" to a financial intermediary

to use the Base Prospectus, specify any

applicable conditions to consent.)

(Where Authorised Offeror(s) have been

designated herein, specify any applicable

conditions to consent.)

6) Update of the section headed “Taxation” (pages 1110 to 1145 of the Base Prospectus)

The following paragraphs shall be inserted at the end of the section:

TAXATION IN IRELAND

The following is a summary based on the laws and practices currently in force in Ireland of certain matters regarding the tax position of investors who are the absolute beneficial owners of the Securities. Particular rules not discussed below may apply to certain classes of taxpayers holding Securities, including dealers in securities and trusts. The following overview does not constitute tax or legal advice and the comments below are of a general nature only and it does not discuss all aspects of Irish taxation that may be relevant to any particular holder of Securities. Prospective investors in the Securities should consult their professional advisers on the tax implications of the purchase, holding, redemption or sale of the Securities and the receipt of payments thereon under the laws of their country of residence, citizenship or domicile. Withholding Tax Tax at the standard rate of income tax (currently 20 per cent.) is required to be withheld from payments of Irish source interest. The Issuers will not be obliged to withhold Irish income tax from payments of interest on the

- 12 -

Securities so long as such payments do not constitute Irish source income. Interest paid on the Securities may be treated as having an Irish source if:

(a) the Issuer is resident in Ireland for tax purposes; or

(b) the Issuer has a branch or permanent establishment in Ireland, the assets or income of which are used to fund the payments on the Securities; or

(c) the Issuer is not resident in Ireland for tax purposes but the register for the Securities is maintained in Ireland or (if the Securities are in bearer form) the Securities are physically held in Ireland.

It is anticipated that, (i) the Issuers are not and will not be resident in Ireland for tax purposes; (ii) the Issuers do not and will not have a branch or permanent establishment in Ireland; and (iii) bearer Securities will not be physically located in Ireland and the Issuers will not maintain a register of any registered Securities in Ireland. Encashment Tax Irish tax will be required to be withheld at the standard rate of income tax (currently 20 per cent.) on any interest, dividends or annual payments payable out of or in respect of the stocks, funds, shares or securities of a company not resident in Ireland, where such interest, dividends or annual payments are collected or realised by a bank or encashment agent in Ireland. Encashment tax will not apply where the holder of the Securities is not resident in Ireland and has made a declaration in the prescribed form to the encashment agent or bank. Taxation of Receipts

Notwithstanding that a holder of Securities may receive payments of interest, premium or discount on the Securities

free of Irish withholding tax, a holder of Securities may still be liable to pay Irish income or corporation tax (and in the case of individuals, the universal social charge) on such interest, premium or discount if (i) such interest,

premium or discount has an Irish source, (ii) the Securities holder is resident or (in the case of a person other than a body corporate) ordinarily resident in Ireland for tax purposes (in which case there may also be a pay related social

insurance (PRSI) liability for an individual in receipt of interest, premium or discount on the Securities), or (iii) the

Securities are attributed to a branch or agency of the Securities holder in Ireland. Ireland operates a self-assessment

system in respect of income and corporation tax, and each person must assess their own liability to Irish tax.

Relief from Irish income tax may be available under the specific provisions of a double taxation agreement between

Ireland and the country of residence of the recipient.

Tax on Capital Gains

A Securities holder will not be subject to Irish tax on capital gains realised on a disposal of Securities unless (i) such

holder is either resident or ordinarily resident in Ireland; or (ii) such holder carries on a business or a trade in Ireland

through a branch or agency in respect of which the Securities were used or held or acquired; or (iii) the Securities

cease to be listed on a stock exchange in circumstances where such Securities derive their value or more than 50% of

their value from Irish real estate, mineral rights or exploration rights.

Capital Acquisitions Tax

A gift or inheritance of Securities will be within the charge to capital acquisitions tax (which subject to available exemptions and reliefs is currently levied at 33 per cent.) if either (i) the disponer or the donee/successor in relation to the gift or inheritance is resident or ordinarily resident in Ireland (or in certain circumstances, if the disponer is

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domiciled in Ireland irrespective of his residence or that of the done/successor) on the relevant date or (ii) if the

Securities are regarded as property situate in Ireland. A foreign domiciled individual will not be regarded as being

resident or ordinarily resident in Ireland at the date of the gift or inheritance unless that individual (i) has been

resident in Ireland for the five consecutive tax years immediately preceding the tax year in which the gift or inheritance is taken, and (ii) is either resident or ordinarily resident in Ireland on that date.

Bearer securities are generally regarded as situated where they are physically located at any particular time. Securities in registered form are regarded as property situate in Ireland if the register of the Securities is in

Ireland. The Securities may, however, be regarded as situated in Ireland regardless of their physical location if they

secure a debt due by an Irish resident debtor and/or are secured over Irish property. Accordingly, if Irish situate Securities are comprised in a gift or inheritance, the gift or inheritance may be within the charge to tax regardless of

the residence status of the disponer or the donee/successor.

Stamp Duty on Transfer of Securities As the Issuers are not registered in Ireland, stamp duty will not arise on a document effecting a transfer of the Securities so long as the instrument of transfer of the Securities does not relate to:

(a) any immoveable property situated in Ireland or any right over or interest in such property;

or

(b) any stocks or marketable securities of a company which is registered in Ireland (other than a company which is (i) an investment undertaking within the meaning of section 739B of the Taxes Consolidation Act, 1997 (“TCA ”) or (ii) a qualifying company within the meaning of section 110 of the TCA).

7) Update of the section headed “Subscription and Sale” (pages 1146 to 1169 of the Base Prospectus)

The following paragraphs shall be inserted at the end of the section:

Ireland

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to

represent and agree that:

(a) it will not offer, underwrite the issue of, or place, any Securities otherwise than in conformity with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (as

amended, the “MiFID II Regulations ” including, without limitation, Regulation 5 (Requirement for authorisation (and certain provisions concerning MTFs and OTFs)) thereof, or any rules or

codes of conduct made under the MiFID II Regulations, and the provisions of the Investor

Compensation Act 1998 (as amended);

(b) it will not offer, underwrite the issue of, or place, any Securities, otherwise than in conformity with the provisions of the Companies Act 2014 (as amended) (the “Irish Companies Act”),the Central Banks Acts 1942 to 2015 (as amended) and any codes of conduct rules made under Section 117(1)

of the Central Bank Act 1989;

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(c) it will not offer, underwrite the issue of, place, or otherwise act in Ireland in respect of any

Securities, otherwise than in conformity with the provisions of the Market Abuse Regulation (EU

596/2014) (as amended) and any rules and guidance issued by the CBI under Section 1370 of the

Irish Companies Act or under Section 34 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005; and

(d) no Securities will be offered or sold with a maturity of less than 12 months except in full

compliance with Notice BSD C 01/02 issued by the Central Bank of Ireland.

8) Update of the references to Clearstream Banking, société anonyme (Clearstream, Luxembourg)

All references in the Base Prospectus to Clearstream Banking, société anonyme (Clearstream, Luxembourg) shall be deleted and replaced in their entirety by the following:

“Clearstream Banking, S.A (Clearstream, Luxembourg)”

9) Update of the references to “Offer and Sale” The reference in the Base Prospectus (page 100) to “Offer and Sale” shall be deleted and replaced in its entirety by “Subscription and Sale”.


Dealers



The date of this Third Supplement is 27 June 2018

FOURTH SUPPLEMENT DATED 6 SEPTEMBER 2018 TO THE BASE PROSPECTUS DATED 9 MAY 2018


and


and


and








This supplement (this "Fourth Supplement") is supplemental to, and should be read in conjunction with, the base prospectus dated 9 May 2018 (the "Base Prospectus"), the first supplement to the Base Prospectus dated 12 June 2018 (the "First Supplement"), the second supplement to the Base Prospectus dated 18 June 2018 (the "Second Supplement") and the third supplement to the Base Prospectus dated 27 June 2018 (the "Third Supplement"), each in relation to the €50,000,000,000 Structured Debt Instruments Issuance Programme (the "Programme") of Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB Finance (Guernsey) Limited, Crédit Agricole CIB Financial Solutions and Crédit Agricole CIB Finance Luxembourg S.A (each an "Issuer" and together the "Issuers"). Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meanings when used in this Fourth Supplement.

The Base Prospectus, the First Supplement, the Second Supplement, the Third Supplement and this Fourth Supplement together constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended) (the "Prospectus Directive"). The Commission de Surveillance du Secteur Financier (the "CSSF") approved the Base Prospectus on 9 May 2018. Application has been made to the CSSF for approval of this Fourth Supplement in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act"), which implements the Prospectus Directive.

This Fourth Supplement constitutes a supplement to the Base Prospectus for the purposes of article 16 of Directive 2003/71/EC and article 13.1 of the Prospectus Act.

Each Issuer accepts responsibility for the information contained in this Fourth Supplement. To the best of the knowledge of each Issuer (who has taken all reasonable care to ensure that such is the case), the information

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contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information.

To the extent that there is any inconsistency between (a) any statement in this Fourth Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus as amended by the First Supplement, the Second Supplement and the Third Supplement, the statement referred to in this Fourth Supplement will prevail.

References in this Fourth Supplement to provisions of the Base Prospectus are to the Base Prospectus as amended by the First Supplement, the Second Supplement and the Third Supplement. References in this Fourth Supplement to page numbers in the Base Prospectus are to the page numbers in the Base Prospectus without taking into account any amendments made by the First Supplement, the Second Supplement and the Third Supplement, unless otherwise specified in this Fourth Supplement.

Save as disclosed in this Fourth Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication thereof.

In accordance with Article 13 paragraph 2 of the Prospectus Act, investors who have already agreed to purchase or subscribe for the Securities before this Fourth Supplement is published have the right, exercisable until 10 September 2018, 5 p.m., (Paris Time) to withdraw their acceptances.

Copies of the Base Prospectus, the First Supplement, the Second Supplement, the Third Supplement and this Fourth Supplement (including the documents incorporated by reference in such Supplement) may be obtained from the registered office of Crédit Agricole Corporate and Investment Bank and the specified office of the Principal Paying Agent and will be available on the Luxembourg Stock Exchange’s website: www.bourse.lu and Crédit Agricole Corporate and Investment Bank’s website: www.ca-cib.com.

This Fourth Supplement has been prepared for the purposes of:

1) incorporating by reference the financial statements dated as at and for the period ending 30 June 2018 of Crédit Agricole CIB Finance (Guernsey) Limited, incorporating by reference the financial statements dated as at and for the period ending 30 June 2018 of Crédit Agricole CIB Financial Solutions and incorporating by reference the financial statements dated as at and for the period ending 30 June 2018 of Crédit Agricole Corporate and Investment Bank;

2) updating the Summary of the Base Prospectus accordingly;

3) amending the sections headed “Description of Crédit Agricole CIB Finance (Guernsey) Limited” (pages 1095-1097 of the Base Prospectus), “Description of Crédit Agricole CIB Financial Solutions” (pages 1098-1099 of the Base Prospectus), “Description of Crédit Agricole Corporate and Investment Bank” (pages 1092-1094 of the Base Prospectus) and “General Information” (pages 1170- 1173 of the Base Prospectus); and

4) updating the sections headed “Legislation affecting Dividend Equivalent Payments” (pages 100 to 1144 of the Base Prospectus)

I.

A) Incorporation by reference of the unaudited financial statements dated as at and for the period ending 30 June 2018 of Crédit Agricole CIB Finance (Guernsey) Limited (page 180 of the Base Prospectus) (the table below should be added to the existing table already inserted in the Base Prospectus)

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Report and Financial Statements

Half year unaudited financial statements, related notes

report for the financial year ended 30 June 2018

Pages 2 to 42

Statement of comprehensive income Page 6

Statement of financial position Page 7

Statement of changes in shareholders' equity Page 8

Statement of cash flows Page 9

Notes to the annual accounts Pages 10 to 42

The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Commission Regulation (EC) N° 809/2004 (Prospectus Regulation)

B) Incorporation by reference of the unaudited financial statements dated as at and for the period ending 30 June 2018 of Crédit Agricole CIB Financial Solutions (page 181 of the Base Prospectus) (the table below should be added to the existing table already inserted in the Base Prospectus)

Report and Financial Statements

Half year unaudited financial statements, related notes

report for the financial year ended 31 December 2017

Pages 3 to 76

Balance sheet – Assets unaudited Page 4 to 5

Income statement unaudited Page 6

Cash flow statement unaudited Page 7

Notes to the annual accounts unaudited Pages 8 to 76

Statement of changes in shareholders' equity unaudited Page 11

The information incorporated by reference that is not included in the cross-reference list is considered as additional information and is not required by the relevant schedules of the Prospectus Regulation.

C) Incorporation by reference of the unaudited financial statements dated as at and for the period ending 30 June 2018 of Crédit Agricole Corporate and Investment Bank (page 177-179 of the Base Prospectus) (the

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table below should replace the existing table already inserted in the Base Prospectus)

The following table indicates the pages references corresponding to the main information headings required by the Prospectus Regulation.

Page number (of the Update of the Registration Document)

Page number (of the 2017 Registration Document unless otherwise stated)

1. PERSONS RESPONSIBLE 156 Page 408

2. STATUTORY AUDITORS

2.1 Statutory Auditors 157 Page 409

2.2 Issuer's Audit Committee (including names of committee members)

152 Pages 80 to 81

3. RISK FACTORS 13 to 22

Pages 167 to 195, 299 to 306, 383

Documents

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT …...Crédit Agricole Securities Asia B.V., Tokyo Branch This supplement (this " First Supplement ") is supplemental to, and should be read