PRESS RELEASE

from CREDIT COOPERATIF

CDC EMTN 2026 - Base Prospectus

CAISSE DES DÉPÔTS ET CONSIGNATIONS

(an établissement spécial in France)

€32,000,000,000
Euro Medium Term Note Programme

Under the €32,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the "Base Prospectus"), Caisse des dépôts et consignations ("Caisse des Dépôts" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes"). The maximum aggregate nominal amount of all Notes outstanding under the Programme will not at any time exceed €32,000,000,000 (including Notes denominated in any other currency which Euro equivalent shall be calculated in respect of any Tranche (as defined under "General Description of the Programme – Method of Issue" of this Base Prospectus) of Notes by the Issuer prior to the issue date of those Notes). Each Note issued under the Programme will have a minimum denomination of €100,000 (or its equivalent in any other currency as at the issue date of those Notes).

This Base Prospectus constitutes a base prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This Base Prospectus received the approval number 26-089 on 16 April 2026 from the Autorité des marchés financiers (the "AMF") and shall be in force for a period of one (1) year as of the date of its approval by the AMF. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.

This Base Prospectus has been approved by the AMF in its capacity as competent authority under the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.

Application will be made in certain circumstances to Euronext Paris for Notes issued under the Programme to be admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European Securities and Markets Authority (each a "Regulated Market").

This Base Prospectus replaces and supersedes the Base Prospectus dated 4 April 2025 as supplemented from time to time.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche of Notes will be set out in final terms (the "Final Terms") which, with respect to Notes to be admitted to trading on Euronext Paris, will be filed with the AMF. In relation to Notes to be admitted to trading on Euronext Paris, this Base Prospectus is valid for a period of one (1) year from the date hereof. However, unlisted Notes or Notes admitted to trading on any other stock exchange, including any other Regulated Market in any Member State of the European Economic Area may be issued pursuant to the Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed and admitted to trading and, if so, the relevant stock exchange(s).

Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.

Dematerialised Notes (as defined in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination" of this Base Prospectus) will at all times be in book entry form in compliance with Articles L. 211-3 et seq. and R. 211-1 of the French Code monétaire et financier. No physical documents of title will be issued in respect of Dematerialised Notes.

Dematerialised Notes may, at the option of the Issuer, be in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France, a subsidiary of Euroclear Bank SA/NV ("Euroclear France") which shall credit the accounts of Euroclear France Account Holders (as defined in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination" of this Base Prospectus) including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking S.A. ("Clearstream") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination" of this Base Prospectus), in either fully registered form (nominatif pur), in which case they will be inscribed in an account maintained either by the Issuer or by a registration agent (designated in the relevant Final Terms) acting on behalf of the Issuer, or in administered registered form (nominatif administré) in which case they will be inscribed in the accounts of the Euroclear France Account Holders designated by the relevant Noteholders.

Materialised Notes (as defined in "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination" of this Base Prospectus) will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th calendar day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non U.S. beneficial ownership as more fully described herein.

Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common depositary on behalf of Euroclear and/or Clearstream and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer(s) (as defined under "General Description of the Programme – Dealers" of this Base Prospectus).

The Programme and the Issuer are currently rated A+ with a stable outlook by Fitch Ratings Ireland Limited ("Fitch"), Aa3 with a negative outlook by Moody's France S.A.S. ("Moody's") and A+ with a stable outlook by S&P Global Ratings Europe Limited ("S&P"). S&P, Fitch and Moody's are established in the European Union, registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the CRA Regulation. None of S&P, Fitch or Moody’s are established in the United Kingdom, or are registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). The ratings of the Programme have been endorsed by S&P Global Ratings UK Limited, Moody’s Investors Service Ltd. and Fitch Ratings Ltd, respectively, in accordance with UK CRA Regulation and have not been withdrawn. As such, the ratings issued by each of S&P, Fitch or Moody’s may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation.

Notes issued under the Programme may be unrated or rated differently from the current rating of the Programme. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency without notice.

This Base Prospectus will be published on the AMF's website (www.amf-france.org) and also on the Issuer's website (www.caissedesdepots.fr).

An investment in Notes issued under the Programme involves certain risks. Prospective investors should carefully review and consider the section of this Base Prospectus entitled "Risk Factors" prior to purchasing any Note.

Arranger

BNP PARIBAS

Permanent Dealers

BARCLAYS
BNP PARIBAS
BofA SECURITIES
CDC PLACEMENT
CITIGROUP
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
GOLDMAN SACHS BANK EUROPE SE
HSBC
J.P. MORGAN
LA BANQUE POSTALE
MORGAN STANLEY
NATIXIS
NOMURA
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

The date of this Base Prospectus is 16 April 2026.

This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation

This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation (the "Prospectus Regulation") and, as the case may be, any supplement to the Base Prospectus prepared by the Issuer and approved by the Autorité des marchés financiers (the "AMF") in accordance with Article 23 of the Prospectus Regulation and Article 18 of the Commission Delegated Regulation (EU) 2019/979, as amended (a "Supplement") that may be published from time to time.

This Base Prospectus does not constitute a "prospectus" for the purposes of the Prospectus Regulation in respect of any Notes (a) involving a non-exempt offer (i) of a type not listed in Article 1.4 of the Prospectus Regulation outside the European Economic Area (if so specified in the applicable "Final Terms") or (ii) of a type listed in Article 1.4 of the Prospectus Regulation and (b) which are not admitted to trading in a regulated market under Article 1.5 of the Prospectus Regulation.

SOME ISSUES OF NOTES MAY NOT BE SUITABLE INVESTMENTS FOR ALL INVESTORS. NO INVESTOR SHOULD PURCHASE A NOTE UNLESS SUCH INVESTOR UNDERSTANDS, AND IS ABLE TO BEAR THE YIELD, MARKET LIQUIDITY, STRUCTURE, REDEMPTION AND OTHER RISKS ASSOCIATED TO THE NOTES. FOR FURTHER DETAILS, SEE "RISK FACTORS" HEREIN.

This Base Prospectus is to be read in conjunction with (i) any Supplement that may be published from time to time, (ii) all information which are incorporated herein by reference (see the section entitled "Information Incorporated by Reference" in this Base Prospectus) and (iii) in relation to any Tranche of Notes, the relevant Final Terms. This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.

The Issuer confirms that this Base Prospectus contains or incorporates by reference all material information with respect to the Issuer, the Issuer and its subsidiaries consolidated on a full integration basis (filiales consolidées par intégration globale) taken as a whole and the Notes which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the rights attaching to the Notes and the reason for the issuance and its impact on the Issuer.

No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (each as defined in the section entitled "General Description of the Programme" in this Base Prospectus). Neither the delivery of this Base Prospectus nor any offering or sale made in connection herewith shall, under any circumstances, create any implication that there has been no significant change in the affairs or in the financial position of the Issuer or the Issuer and its subsidiaries consolidated on a full integration basis (filiales consolidées par intégration globale) and a proportional integration basis (filiales consolidées par intégration proportionnelle) taken as a whole (herein referred to as the "Group") since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The Arranger and the Dealers have not separately verified the information contained or incorporated by reference in this Base Prospectus. Accordingly no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger or the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme or any responsibility for any acts or omissions of the Issuer or any other person in connection with the Base Prospectus or the issue and offering of Notes. Neither the Arranger nor any Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Neither this Base Prospectus nor any other financial statements nor any other information supplied in connection with the Programme or any Notes (a) are intended to provide the basis of any credit or other evaluation and (b) should be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus, or any other financial statements or any other information supplied in connection with the Programme or any Notes should, purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial conditions and affairs, and its own appraisal of the creditworthiness, of the Issuer. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer or the Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. Investors should review, inter alia, the information incorporated by reference, as supplemented, modified or restated from time to time, in this Base Prospectus when deciding whether or not to purchase any Notes.

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes 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 Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which would permit a public offering of any Notes in any jurisdiction or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the United Kingdom, Japan, Switzerland, Hong Kong, Taiwan, Singapore and the People's Republic of China, see the section entitled "Subscription and Sale".

MiFID II PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product Governance Rules under Commission Delegated Directive (EU) 2017/593 as amended, (the "MiFID II Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules.

For the avoidance of doubt, the Issuer is not a MiFID II regulated entity and does not qualify as a distributor or a manufacturer under the MiFID II Product Governance Rules.

UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

IMPORTANT – EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

IMPORTANT – UK RETAIL INVESTORS – The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") – Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Base Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

If applicable, pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with the offering of the Notes.

In relation to Green/Social/Sustainability Bonds (as defined in the section entitled "Use of Proceeds" in this Base Prospectus), neither the Arranger nor any Dealer makes any representation as to the suitability of such Green/Social/Sustainability Bonds to fulfil green, social or sustainability criteria required by prospective investors. The Arranger and the Dealers have not undertaken, nor are responsible for, any assessment of the eligibility criteria for eligible green, social or sustainability assets or projects, any verification of whether such Green/Social/Sustainability Bonds meet the eligibility criteria, the monitoring of the use of proceeds of any Green/Social/Sustainability Bonds, or the allocation of the proceeds (or amounts equal or equivalent thereto) by the Issuer to particular eligible green, social or sustainability assets or projects. Each prospective investor of the Green/Social/Sustainability Bonds should determine for itself the relevance of the information contained in this Base Prospectus and the relevant Final Terms regarding the use of proceeds and its purchase of the Green/Social/Sustainability Bonds should be based upon such investigation as it deems necessary. In addition, none of the Dealers have conducted any due diligence on the Issuer's Green, Social and Sustainability Bond Framework (the "Framework").

Investors should refer to the Issuer’s website, the Framework, the second party opinion provided by Moody’s ESG Solutions (the "Second Party Opinion") delivered in respect thereof, if any, and any public reporting by or on behalf of the Issuer in respect of the application of the proceeds of any issue of Green/Social/Sustainability Bonds for further information. The Framework and/or Second Party Opinion and/or public reporting will not be incorporated by reference in this Base Prospectus and no assurance or representation is given by any of the Dealers or the Arranger as to the content, suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the Issuer) on the Framework, of public reporting, if any, or on any Green/Social/Sustainability Bonds. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Dealers or the Arranger, to buy, sell or hold any such Green/Social/Sustainability Bonds and would only be current as of the date it is released. Moreover, if the Green/Social/Sustainability Bonds were listed or admitted to trading on a specific segment of any stock exchange for green, social or sustainability notes, or included in an index or indices, neither the Issuer nor any Dealer makes any representation as to the satisfaction of such Green/Social/Sustainability Bonds to fulfil the criteria of such specific segments, index or indices, and, if the Green/Social/Sustainability Bonds were listed or admitted to trading, that any such listing or admission to trading, or inclusion in such index or indices, will be maintained during the life of the Green/Social/Sustainability Bonds.

In this Base Prospectus, unless otherwise specified or the context otherwise requires (a) references to "€", "Euro", "EUR" or "euro" are to the lawful currency of the Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended and (b) references to codes, laws and decrees are to codes, laws and decrees enacted or issued in France, references to "US Dollars", "US $", "USD" and "$" refer to the currency of the United States of America, references to "Sterling", "GBP" and "£" refer to the currency of the United Kingdom, references to "Danish Krone", "DKr" and "DKK" are to the lawful currency of the Kingdom of Denmark, references to "Swedish Krona", "SKr" and "SEK" are to the lawful currency of the Kingdom of Sweden, references to "Norwegian Kroner" and "NOK" refer to the currency of Norway, references to "Japanese Yen", "JPY" and "¥" refer to the currency of Japan, references to "Australian dollars" and "AUD" are to the lawful currency of the Commonwealth of Australia, references to "Hong Kong dollars" and "HK$" refer to the lawful currency for the time being of Hong Kong, references to "Canadian Dollar", "CAD" and "C$" refer to the lawful currency of Canada "S$" and references to "SGD" refer to the lawful currency of the Republic of Singapore and references to "Swiss Franc", "Sfr", "CHF" and "SWF" refer to the lawful currency of Switzerland.

Important notice relating to Shared Coupon Notes

The payment or the deduction of the Shared Amount(s) may have significant tax consequences for Noteholders, depending on their individual circumstances and the applicable tax laws and regulations. Prospective investors should consult their own legal, tax or accounting advisers regarding the tax consequences of holding and disposing of Shared Coupon Notes and before deciding to invest in Shared Coupon Notes.

The Issuer will not provide any certificate (including but not limited to form n°11580) to the Noteholders in respect of the Shared Amount(s) that shall be paid by the Issuer on behalf of the Noteholders to the Non-Profit Organisation. The Issuer will not and has no obligation or responsibility, in any circumstances, to issue, deliver or obtain any Tax Certificate (as defined in Condition 5.13) for the Noteholders, such obligation exclusively falling on the Non-Profit Organisation. Even if "Tax Certificate" is specified as "Applicable" in the relevant Final Terms, the Issuer cannot be held liable if the Non-Profit Organisation fails to deliver a Tax Certificate and such failure shall not in any way constitute a default under the Notes or otherwise. Further, the Noteholders shall have no recourse to the Issuer nor to any Dealer in respect of any Tax Certificate or any tax benefit or relief arising (or not arising) from the payment of the Shared Amount.

If "Tax Certificate" is specified as "Applicable" in the applicable Final Terms, upon request to the Non-Profit Organisation by any Noteholder, who shall duly identify itself and provide proof of its status as a holder of a specified number of Shared Coupon Notes at the time the Shared Amount is paid, the Non-Profit Organisation shall provide such Noteholder with a Tax Certificate. This request shall be made in accordance with the contact details provided for the Non-Profit Organisation in the applicable Final Terms. This Tax Certificate shall detail the amount of the Shared Amount(s) paid to the Non-Profit Organisation on behalf of such Noteholder for the relevant fiscal year and shall take the form prescribed by the tax laws and regulations applicable to the Non-Profit Organisation.

If "Tax Certificate" is specified as "Not Applicable" in the applicable Final Terms, neither the Non-Profit Organisation nor the Issuer nor any Dealer will provide the Noteholders with a Tax Certificate, and in such case, each and any Noteholder (whether it is an initial Noteholder or a person or entity which becomes a Noteholder for any reason) acknowledges that they will not be entitled to any tax credit or deduction for charitable giving or any similar tax benefit, in any jurisdiction, with respect to the Shared Amount paid to the Non-Profit Organisation.

In accordance with the applicable laws and regulations of their tax residence, Noteholders may have to report the full Interest Amount, including the Shared Amount(s), as taxable income on their own tax return, regardless of whether they have donated the Shared Amount(s) to the Non-Profit Organisation or not.

Noteholders should note that they are not entitled to receive any Shared Amount, except in the limited circumstances where a Shared Amount Stop Event occurs. In the event a Shared Amount Stop Event occurs, the Issuer shall forthwith cease to deduct the Shared Amount and the Noteholders shall be entitled to the full Interest Amount on each subsequent Interest Payment Date, as applicable.

Neither the Issuer nor any Dealer makes any representation, express or implied, or accepts any responsibility, with respect to the tax consequences of the holding and disposing of the Shared Coupon Notes for the Noteholders, the monitoring and management of the amounts donated pursuant to the Undertaking Agreement, the failure by the Non-Profit Organization to issue any certificate or any document relating to the allocation of the Shared Amount(s) or the monitoring of the Project(s) (as defined in in Condition 5.13).

Furthermore, the Shared Amount feature does not mean that Shared Coupon Notes are necessarily "green", "social", "sustainability" or any other type of "sustainable finance" securities where proceeds are invested in sustainable finance projects designed to have a positive impact for the environment, social, sustainable or other ethical causes. None of the Issuer, the Arranger or the Dealers makes any representation or commitment regarding the alignment of the Shared Coupon Notes with any sustainability standards or principles.

TABLE OF CONTENTS

General Description of the Programme............................................................................................................10
Risk Factors......................................................................................................................................................18
Supplement to the Base Prospectus..................................................................................................................34
Information Incorporated by Reference ...........................................................................................................35
Terms and Conditions of the Notes..................................................................................................................45
Technical Annex.............................................................................................................................................103
Additional Terms and Conditions for Underlying Interest Rate Linked Notes..............................................172
Additional Terms and Conditions for Inflation Linked Notes........................................................................176
Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes.......................................183
Temporary Global Certificates Issued in Respect of Materialised Notes.......................................................186
Use of Proceeds..............................................................................................................................................188
Description of the Issuer.................................................................................................................................190
Taxation..........................................................................................................................................................193
Subscription and Sale .....................................................................................................................................195
Form of Final Terms.......................................................................................................................................200
General Information .......................................................................................................................................264
Responsibility for the Base Prospectus ..........................................................................................................268

GENERAL DESCRIPTION OF THE PROGRAMME

The following overview does not purport to be complete, and is taken from and is qualified in its entirety by the remainder of this Base Prospectus. The Notes will be issued on such terms as shall be agreed between the Issuer and the relevant Dealer(s) and will be subject to the Terms and Conditions of the Notes set out in this Base Prospectus, as completed by the relevant Final Terms. This section is subject to the other information provided in this Base Prospectus and is to be read as such.

This General Description constitutes a general description of the Programme for the purposes of Article 25.1(b) of Commission Delegated Regulation (EU) 2019/980, as amended. It does not, and is not intended to, constitute a summary of this Base Prospectus within the meaning of Article 7 of the Prospectus Regulation or any implementing regulation thereof.

The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer(s) of the Notes prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes set out on pages 45 to 102 of this Base Prospectus and as the case may be in the Technical Annex and the Additional Terms and Conditions set out on pages 103 to 171 and on pages 172 to 185 of this Base Prospectus, respectively, as completed by the relevant Final Terms.

Issuer: Caisse des dépôts et consignations ("Caisse des Dépôts" or the "Issuer") is a special public institution (établissement spécial) created by a French law dated 28 April 1816 and which is governed by Articles L. 518-2 to L. 518-24 of the French Code monétaire et financier. Its principal office is at 56, rue de Lille, 75007 Paris, France.

Caisse des Dépôts performs public-interest missions in support of public policies performed by France's central government, regional and local public entities. It is a significant administrator of French savings deposits and retirement savings funds and of private funds that are protected under French law. It is also the main institution financing low-income housing in France and urban development as well as being an important long-term institutional investor. It manages substantial portfolios of shares in listed companies, private equity and real estate assets.

Legal Entity Identifier (LEI): 969500Q2PFTTP0Y5QL44

Risk Factors: There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. See section "Risk Factors".

Description: Euro Medium Term Note Programme

Arranger: BNP PARIBAS

Dealers: Barclays Bank Ireland PLC
BNP PARIBAS
BofA Securities Europe SA
CDC Placement
Citibank Europe plc
Citigroup Global Markets Europe AG
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs Bank Europe SE
HSBC Continental Europe
J.P. Morgan SE
La Banque Postale
Morgan Stanley Europe SE
Natixis
Nomura Financial Products Europe GmbH
Société Générale

The Issuer may from time to time terminate the appointment of any dealer under the Programme or appoint additional dealers either in respect of one or more Tranches (as defined below) or in respect of the whole Programme. References in this Base Prospectus to "Permanent Dealers" are to, Barclays Bank Ireland PLC, BNP PARIBAS, BofA Securities Europe SA, CDC Placement, Citibank Europe plc, Citigroup Global Markets Europe AG, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Continental Europe, J.P. Morgan SE, La Banque Postale, Morgan Stanley Europe SE, Natixis, Nomura Financial Products Europe GmbH and Société Générale, as Permanent Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and to "Dealers" are to the Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches.

Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time including the following restrictions applicable at the date of this Base Prospectus. See section "Subscription and Sale".

Programme Limit: Up to €32,000,000,000 aggregate nominal amount of Notes issued under the Programme outstanding at any one time (including Notes denominated in any other currency which Euro equivalent shall be calculated in respect of any Tranche of Notes by the Issuer prior to the issue date of those Notes). The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement (as defined in section "Subscription and Sale"). Any such increase will require the preparation of a Supplement to the Base Prospectus approved by the AMF.

Fiscal Agent, Principal Paying Agent, Paris Paying Agent and Calculation Agent: BNP PARIBAS

Method of Issue: The Notes may be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in final terms to this Base Prospectus (the "Final Terms").

Maturities: Any maturity as indicated in the relevant Final Terms subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer of the relevant Specified Currency (as defined in section "Terms and Conditions of the Notes – Interest and other calculations").

Currencies: Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in Euro, US Dollars, Sterling, Danish Krone, Swedish Krona, Norwegian Kroner, Japanese Yen, Australian dollars, Hong Kong dollars, Canadian Dollar, Singapore Dollar, Swiss Francs and in any currency agreed between the Issuer and the relevant Dealer(s).

Denomination(s): Notes will be in such denomination(s) as may be specified in the relevant Final Terms save that the minimum denomination of each Note will be €100,000 (or the equivalent in other currencies at the date of issue). Dematerialised Notes shall be issued in one denomination only.

Status of the Notes: Payments of principal and interest in respect of the Notes will constitute senior (chirographaires), direct, unconditional, unsubordinated and (subject to sub-paragraph "Negative Pledge" below) unsecured obligations of the Issuer and will rank pari passu among themselves and (subject to such exceptions as are from time to time mandatory under French law) pari passu with all other present or future senior (chirographaires), direct, unconditional, unsubordinated and unsecured obligations of the Issuer.

Negative Pledge: There will be a negative pledge in respect of the Notes as set out in Condition 4 – see section "Terms and Conditions of the Notes – Negative Pledge".

Events of Default: There will be events of default (including a cross-default) in respect of the Notes as set out in Condition 9 – see section "Terms and Conditions of the Notes – Events of Default".

Redemption Amount: The relevant Final Terms will specify the basis for calculating the redemption amounts payable, if any and on the basis of Condition 6 and/or the Technical Annex if applicable.

Optional Redemption: The relevant Final Terms issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/or the Noteholders and if so the terms applicable to such redemption.

Redemption by Instalments: The relevant Final Terms issued in respect of each issue of Notes that are redeemable in two or more instalments will set out the dates on which, and the amounts in which, such Notes may be redeemed.

Final Redemption: The relevant Final Terms will specify the final redemption amount of the Notes.

Taxation: All payments of principal, interest and assimilated revenues by or on behalf of the Issuer in respect of the Notes, Receipts or Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law.

If any law should require that any payments in respect of any Note, Receipt or Coupon be subject to withholding or deduction in respect of any taxes, duties, assessments or governmental charges of whatever nature, the Issuer will not pay any additional amounts. See sections "Terms and Conditions of the Notes – Taxation" and "Taxation".

Interest Periods and Interest Rates: The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both, provided that in no event, will the relevant interest amount be less than zero. All such information will be set out in the Technical Annex and in the relevant Final Terms.

Fixed Rate Notes: Interest on Fixed Rate Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") will be payable in arrear on the date or dates in each year specified in the relevant Final Terms.

Floating Rate Notes: Floating Rate Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") will bear interest determined separately for each Series as follows:

  • on the same basis as the floating rate specified in the relevant Final Terms applicable to a notional interest rate swap transaction in the relevant Specified Currency governed by a FBF Master Agreement (as defined in section "Terms and Conditions of the Notes – Interest and other calculations"); or
  • on the same basis as the floating rate specified in the relevant Final Terms applicable to a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating either the 2006 ISDA Definitions or the 2021 ISDA Definitions (each as defined in section "Terms and Conditions of the Notes – Interest and other calculations"); or
  • by reference to an index which is a benchmark as may be specified in the Terms and Conditions or in the relevant Final Terms, or if applicable, any successor rate or any alternative rate, in each case as adjusted by reference to any applicable margin.

Interest periods will be specified in the relevant Final Terms.

Benchmark Discontinuation: Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined (except for €STR, SOFR and SONIA), in the event that the Reference Rate has been discontinued (including the case where the Reference Rate has ceased to be published or has ceased to exist) or following the adoption of a decision to withdraw the authorisation or registration pursuant to Article 35 of the Benchmarks Regulation (EU) 2016/1011, as amended, of any benchmark administrator previously authorised to publish any Reference Rate under any applicable laws or regulations, then the Issuer shall use its reasonable endeavours to appoint an independent adviser to determine a successor rate, failing which an alternative rate (with consequent amendment to the terms of such Series of Notes and the application of an Adjustment Spread (which could be positive or negative or zero)) as set out in Condition 5.3(c)(iv) (Benchmark discontinuation) for further information.

Fixed/Floating Rate Notes: Fixed/Floating Rate Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") may bear interest at a rate that, on the Switch Date, (i) the Issuer may elect to convert from a fixed rate to a floating rate or from a floating rate to a fixed rate or (ii) will automatically change from a fixed rate to a floating rate or from a floating rate to a fixed rate.

Zero Coupon Notes: Zero Coupon Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") may be issued at their nominal amount or at a discount to it and will not bear interest.

Underlying Interest Rate Linked Notes: Underlying Interest Rate Linked Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") may be issued. Payments (whether in respect of principal and/or interest and whether at maturity or otherwise) in respect of such Underlying Interest Rate Linked Notes will be calculated by reference to one or more underlying interest rates as set out in the relevant Final Terms. (See Additional Terms and Conditions for Underlying Interest Rate Linked Notes).

Inflation Linked Notes: Inflation Linked Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") may be issued. Payments (whether in respect of principal and/or interest and whether at maturity or otherwise) in respect of Inflation Linked Notes will be calculated by reference to one or more inflation indices as set out in the relevant Final Terms. (See Additional Terms and Conditions for Inflation Linked Notes).

Foreign Exchange (FX) Rate Linked Notes: Foreign Exchange (FX) Rate Linked Notes (as defined in section "Terms and Conditions of the Notes – Interest and other calculations") may be issued. Payments (whether in respect of principal and/or interest and whether at maturity or otherwise) in respect of Foreign Exchange (FX) Rate Linked Notes will be calculated by reference to the value of one or more currencies as set out in the relevant Final Terms. (See Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes).

Coupon Switch: The Issuer may in its sole discretion elect that the Interest Basis for the Notes will be amended from the Interest Basis specified in the relevant Final Terms to the Switched Coupon on and after the Coupon Switch Date, as specified in the relevant Final Terms. (See section "Terms and Conditions of the Notes – Interest and other calculations").

Shared Coupon Notes: The Issuer may issue Notes pursuant to which the relevant Shared Amount(s) may be calculated out of the Calculation Amount and deducted from the amounts due to the Noteholder under the Notes. Such Shared Amount(s) will then be paid by the Issuer on the Shared Amount Payment Date(s) to the Non-Profit Organisation(s) on behalf of the Noteholders to fund the Project(s), as specified in the applicable Final Terms.

Redenomination: Notes issued in the currency of any Member State of the European Union which participates in the European Monetary Union may be redenominated into euro, all as more fully provided in section "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination" below. Any such redenomination will be set out in the relevant Final Terms.

Further Issues: The Issuer may from time to time without the consent of the Noteholders, Receiptholders or Couponholders create and issue further notes to be assimilated with the Notes as more fully provided in section "Terms and Conditions of the Notes – Further Issues and Consolidation".

Consolidation: Notes of one Series may be consolidated with Notes of another Series as more fully provided in section "Terms and Conditions of the Notes – Further Issues and Consolidation".

Form of Notes: Notes may be issued as either Dematerialised Notes or Materialised Notes.

Dematerialised Notes may, at the option of the Issuer, be issued in bearer form (au porteur) or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder, in either fully registered (nominatif pur) or administered registered (nominatif administré) form. No physical document of title will be issued in respect of Dematerialised Notes. See section "Terms and Conditions of the Notes – Form, Denomination(s), Title and Redenomination".

Materialised Notes will be in bearer materialised form ("Materialised Notes") only. A Temporary Global Certificate will be issued initially in respect of each Tranche of Materialised Notes. Materialised Notes may only be issued outside France.

Representation of the Noteholders: Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a masse (in each case the "Masse"). The Masse will be a separate legal entity and will act in part through a representative (the "Representative") and in part through collective decisions of the Noteholders.

Governing Law: French law.

Clearing Systems: Euroclear France as central depositary in relation to Dematerialised Notes and, in relation to Materialised Notes, Clearstream and Euroclear or any other clearing system that may be agreed between the Issuer, the Fiscal Agent and the relevant Dealer(s).

Initial Delivery of Dematerialised Notes: At least, one (1) Paris business day before the issue date of each Tranche of Dematerialised Notes, the Lettre Comptable (in the case of a syndicated issue only) or the application form relating to such Tranche shall be deposited with Euroclear France as central depositary.

Initial Delivery of Materialised Notes: On or before the issue date for each Tranche of Materialised Notes, the Temporary Global Certificate issued in respect of such Tranche shall be deposited with a common depositary for Euroclear and Clearstream or with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Fiscal Agent and the relevant Dealer(s).

Issue Price: Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. The issue price of the Notes will be specified in the relevant Final Terms and will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions.

Listing and Admission to Trading: Application has been made to the AMF to approve this document as a base prospectus. Application will be made in certain circumstances to Euronext Paris S.A. for Notes issued under the Programme to be admitted to trading on Euronext Paris.

Euronext Paris is a regulated market for the purposes of Directive 2014/65/EU on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European Securities and Markets Authority (each a "Regulated Market").

Any advertisements relating to a Series of Notes to be admitted to trading on Euronext Paris must be made in compliance with the Commission Delegated Regulation (EU) 2019/979, as amended.

Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer(s) in relation to the Series.

Notes which are neither listed nor admitted to trading on any market may also be issued.

The relevant Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.

Rating: The Programme and the Issuer are currently rated A+ with a stable outlook by Fitch Ratings Ireland Limited ("Fitch"), Aa3 with a negative outlook by Moody's France S.A.S. ("Moody's") and A+ with a stable outlook by S&P Global Ratings Europe Limited ("S&P"). Each of S&P, Fitch and Moody's is established in the European Union, registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation") and included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the CRA Regulation. None of S&P, Fitch or Moody’s are established in the United Kingdom, or are registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). The ratings of the Programme have been endorsed by S&P Global Ratings UK Limited, Moody’s Investors Service Ltd. and Fitch Ratings Ltd, respectively, in accordance with UK CRA Regulation and have not been withdrawn. As such, the ratings issued by each of S&P, Fitch or Moody’s may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation.

Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme. Where a Tranche of Notes is rated, its rating will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will also be disclosed in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

No offer to retail investors: The Notes shall not be offered to retail investors in any Member State of the EEA and/or in the United Kingdom.

Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes and the distribution of offering material, notably in France, the United States, the United Kingdom, Japan, Hong Kong, the People's Republic of China, Singapore, Taiwan and Switzerland – see section "Subscription and Sale".

The Issuer is Category 2 for the purposes of Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Materialised Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) or any successor regulation issued under the U.S. Internal Revenue Code of 1986 as amended (the "Code") section 4701(b) that contains rules identical to the rules that currently apply under Code section 163(f)(2)(B) (the "D Rules") unless (i) the relevant Final Terms state that Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) or any successor regulation issued under Code section 4701(b) that contains rules identical to the rules that currently apply under Code section 163(f)(2)(B) (the "C Rules") or (ii) the Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute "registration required obligations" under the United States Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.

TEFRA rules are not applicable to Dematerialised Notes.

RISK FACTORS

Prospective investors should consider carefully the risks set forth below and the other information contained in this Base Prospectus prior to making any investment decision with respect to the Notes. The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes and may be material for the purpose of assessing the market risks associated with Notes to be issued under the Programme.

Factors which the Issuer believes are specific to the Issuer and/or the Notes and material for an informed investment decision with respect to investing in Notes to be issued under the Programme are also described below.

The Issuer believes that the factors described below represent the principal inherent risks in investing in Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including the relevant sections of any information incorporated by reference herein) and reach their own views prior to making any investment decision. They should consult their own financial and legal advisers about risks associated with investment in a particular series of Notes and the suitability of investing in the Notes in light of their particular circumstances.

In each sub-category below, the most material risk factors are listed in a manner that is consistent with the Issuer’s assessment, taking into account the expected magnitude of their negative impact and the probability of their occurrence.

Terms used but not defined in this section will have the same meaning given to them in section "Terms and Conditions of the Notes".

1. RISKS RELATING TO THE ISSUER

All financial figures below are expressed as at 31 December 2025 and derived from the non-consolidated annual financial statements of the central sector (comptes sociaux de la section générale) of the Issuer for the year ended 31 December 2025.

1.1 Financial risks

Market risk

In the context of the Issuer's activities for the financing of development projects, the Issuer invests in the form of equity with a long-term perspective. The Issuer is also more generally a major shareholder on the French market holding strategic shareholdings in French groups, with an objective to stabilise the equity and act as a holding company for its numerous subsidiaries (the "Equity Exposure"). The Equity Exposure of the Issuer represents €41.4 billion of fair value. The Issuer is mostly exposed to the sectors of consumer products and services, industrial goods and services and health care. The value of the Equity Exposure is subject to market risk, which corresponds to the risk of losses on balance sheet or off-balance sheet items resulting from an unfavourable change in market factors such as interest rates, equities, credit spreads, exchange rates or volatility, or from price fluctuations in general. Adverse economic conditions lead to declines in the valuation and performance of such Equity Exposure. Any such unfavourable change in market factors could have a significant adverse effect on the value of the Issuer's equity investments.

Credit risk

The Issuer further finances development projects as creditor under loans, receivables, debt instruments and derivative financial instruments (the "Debt Portfolio"). The Debt Portfolio of the Issuer presents a credit risk for the Issuer, which is defined as the current or prospective risk of a loss on a receivable, due to a deterioration in the debtor's credit standing that may result in an inability to meet payments when they fall due. The Issuer’s total net exposure to such risk represents approximately 34% of the unconsolidated balance sheet, net of any offsets and impairment losses.

The Debt Portfolio is composed, in particular, of:

  • bonds (€57.9 billion in nominal value) in investment grade debtors (over 90% based on credit agencies' ratings);
  • debt securities for which the counterparty is a given country, i.e. a national government or one of its agencies. Such sovereign net debt exposure, corresponding to the gross exposure less any guarantees received, amounts to €28.3 billion. This part of the Debt Portfolio is mostly exposed to the sovereign risk of France (representing approximately 75% of the sovereign debt exposure), the second country of exposure being Japan (representing approximately 8.4% of the sovereign debt exposure, being mainly short term investments); and
  • loans and receivables due from customers (€5.9 billion of gross carrying amount), which are mainly exposed to notaries and legal professionals. The expected losses at maturity on impaired assets reach 4.4% of the total gross exposure. This part of the Debt Portfolio is highly sensitive to the real estate market cycle. The Issuer conducts appropriate stress tests in relation to such risk.

Any significant increase in the default rate of debtors under the Debt Portfolio may impact the Issuer financially, in particular through the loss of receivables, additional costs in particular to find satisfactory alternatives, and could have an adverse effect on the Issuer's debt investments.

Concentration risk

Through the investments made by the Issuer, whether in its Equity Exposure or in its Debt Portfolio, the Issuer is exposed to a concentration risk, which is defined as the risk that results from a large exposure to a given counterparty, or from a high probability that certain groups of counterparties would default.

The concentration risk under the Debt Portfolio may be impacted by the following factors:

  • geographic area: France is the first geographical exposure, through in particular the loans and receivables portfolio (almost exclusively due from French debtors) and OAT bonds. France represents 76% of the total net exposure in the sovereign debt portfolio;
  • industry: industry concentration ensues from individual concentrations, the top exposures of the central sector of the Issuer being mainly (i) the French sovereign debt agencies, (ii) French financial institutions, mainly invested in MTN and/or ECP;
  • credit rating category: categories "AAA", "AA" and "A" together represent approximatively 89% of the total bonds exposure.

Regarding the Equity Exposure, the Issuer's exposure to the sectors of industrial goods and services and consumer products and services represents approximatively 36% of its total equity portfolio exposure.

In a cross-assets approach, the Issuer is sensitive to the real estate market mainly through its investment properties portfolio, with a portfolio value below 10% of the total unconsolidated balance sheet (i.e. €165.974 billion at 31 December 2025) and to the macroeconomic environment, including to economic and financial crises and economic fluctuations, mainly of France, given its high exposure to France.

Any default from a group of counterparties that represents a concentration risk could negatively impact the Issuer's financial condition.

1.2 Operational and regulatory risks

Information systems security

As a financial institution, the Issuer activities rely heavily on information systems, and this dependency is increasing with the development of mobile and online services, the use of cloud computing and third-party service provider. The Issuer is therefore exposed to information systems security risks, which can affect system availability, data integrity and confidentiality, and proof (or no repudiation) of transmission. The Issuer is in particular exposed to the following cyber risks: ransomware attacks, system intrusions, data loss and denial of service attacks. It is also exposed to risks of fraud to payments. Despite the Issuer's risk management measures, any such events could have a significant impact on the Issuer's ability to conduct its business operations, cause it to incur extra information retrieval and verification costs, and potentially result in financial losses or other damage to the Issuer, e.g. in the event of a late payment, as well as damage to its reputation.

Regulatory risk

Overall the Issuer is subject to extensive regulations in France and therefore exposed to regulatory risks linked to these regulations, especially when they are new, which could strongly impact its activities, including its management mandates given by the French State, and more specifically, as it is a French public institution (établissement spécial), its organization, its governance, its internal and external control processes and/or its information systems. Such regulatory changes may increase the Issuer's costs to comply with such new regulations. It is also specified that such regulations may, on a case by case basis, be subject to adaptations – whether at a national or European level – in order to take into account the Issuer’s specific status.

More specifically, the French Code monétaire et financier establishes the principle that a decree issued on the advice of the Conseil d’Etat (France’s highest administrative court) lays down the provisions applicable to the Issuer with respect to internal control, prudential standards and risk management systems. Such decree is subject to the prior advice of the Issuer’s Supervisory Commission (Commission de surveillance).

Within this legislative framework, Decree n° 2020-94 on the internal and external control of the Caisse des dépôts et consignations, in force since 6th February 2020 and recently amended by Decree n° 2025-876, makes applicable, with the necessary adjustments to take into account the specificities resulting from the Issuer’s status and activities:

  • internal control provisions similar to those applicable under the French Order of 3rd November 2014 to credit institutions and investment firms;
  • prudential provisions resulting from Regulation (EU) No. 575/2013 ("CRR") on prudential requirements for credit institutions and investment firms (primarily as regards solvency, large exposures and liquidity requirements) pursuant to which the Issuer is notably subject to own funds requirements as set out in Article 92 of CRR, a large exposures ratio of 100%, as well as a liquidity coverage ratio (LCR) and net stable funding ratio (NSFR) on an individual basis; and
  • provisions resulting from Regulation (EU) No. 2022/2554. ("DORA") on digital operational resilience for the financial sector.

Since 1st January 2020, as a result of the so-called “Pacte Law” (law n° 2019-486 of 22nd May 2019), the French Code monétaire et financier provides that the control of the Issuer’s compliance to these requirements, in respect of the Issuer’s banking and financial activities only, has been granted to the French banking regulator, the Autorité de contrôle prudentiel et de résolution ("ACPR").

In addition, the Issuer is also subject to regulations relating to anti-money laundering and combatting the financing of terrorism (AML-CFT), financial sanctions and embargoes, under the supervision of the ACPR. In order to manage the risk of non-compliance with these regulations, the Caisse des Dépôts group is continuing its reinforcement actions to control the main causes (lack of AML-CFT vigilance on business relationships, inadequacy of the regulatory training plan, failure in the management of systems and malfunction of detection tools). At the Group level, risk management involves:

  • pursuing compliance projects (for example with new regulations);
  • developing employee awareness of AML-CFT issues;
  • management by the Caisse des Dépôts of the AML-CFT systems of its subsidiaries, with the implementation of resources dedicated to managing BC-FT risk (prescription of norms and standards applicable at Group level, risk assessment and monitoring of the operation of the systems, organization of information sharing in terms of AML-CFT to strengthen vigilance over common customers, etc.).

As is the case for any other regulated entity subject to supervision, the Issuer is therefore exposed to a moderate risk of disciplinary sanction from the ACPR should its banking and financial activities not be compliant with these aforementioned regulations.

Risks in connection with the status of the Issuer

The Issuer, as a French public entity (établissement spécial), is not subject to private law enforcement procedures (voies d'exécution de droit privé) in accordance with the general principle that assets of public entities cannot be seized under French law. However, the Government has specific prerogatives pursuant to Article 1 of Act no. 80-539 of 16 July 1980 on periodic penalty payments imposed in administrative proceeding and the enforcement of judgments by legal persons under public law and Decree no. 2008-479 of 20 May 2008 relating to the enforcement of fines against the public authorities, authorising it to require the Issuer to automatically authorise the payment of sums of money where these are due pursuant to a final court judgment and the amount has been set by decision of the court.

This special scheme may have a moderate impact on any potential recourse of the Noteholders against the Issuer.

Climate risks

The Issuer is exposed to financial risks induced by climate change. There are two main categories of climate risks:

  • Physical risks are the risks of financial losses caused by the occurrence of extreme weather events or by the consequences of gradual changes related to climate change, and
  • Transition risk represents the risk of financial losses caused by the transition to a low-carbon economy. It can take the form of the implementation of an incentive tax regime (carbon tax, emissions trading system), sector-specific regulations (ban on new internal combustion vehicles from 2035) or changes in consumer preferences.

The Issuer's activities could be impacted by physical risks through the following transmission channels:

  • Credit risk: the increase in extreme events could impact the credit quality of the Issuer's counterparties, leading to a decline in the quality of the Issuer's assets,
  • Market risk: physical risks can lead to a loss in the value of listed financial securities or generate volatility on the markets,
  • Operational risks: the materialization of climatic hazards can lead to the destruction of equipment and infrastructure or have negative impacts on the productivity of the Issuer's employees.

The Issuer's activities could be impacted by the transition risk through the following channels:

  • Credit risk: the loss of profitability of the Issuer's counterparties or their difficulty in accessing refinancing due to their overly emitting production methods could lead to a decrease in the credit quality of the loan portfolio,
  • Market risk: market volatility caused by the implementation of new regulations or the inability of certain listed counterparties to adopt transition plans to decarbonised models,
  • Risk of stranded assets: the sudden loss of value of certain high-carbon assets that may occur following the introduction of new regulations,
  • Refinancing risk: the loss of attractiveness of the Issuer's issues if its activities are perceived by the markets as too emissive.

As at 31 December 2025, a very small proportion of the assets (less than 1%) in the central sector (section générale) presented a very high risk in the face of the materialisation of physical risks and 28% presented a risk considered high.

As at 31 December 2025, 5% of assets were considered to be at very high transition risk and 10% were considered to be at high transition risk, in particular due to exposure to the heavy industry, energy and real estate sectors.

Any materialization of any of the foregoing risks could affect the Issuer financially or result in other damage to the Issuer such as reputational damage, and could have a negative effect on the Issuer's investments and the value of its holdings. For more information on credit risk, market risk and operational risk, please refer to the risk factors "Market risk", "Credit risk" and "Operational and Regulatory risks" above.

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