CDC 2024 EMTN Supplement N°2 date 04th July 2024

SECOND SUPPLEMENT DATED 4 JULY 2024 TO THE BASE PROSPECTUS DATED 8 APRIL 2024

CAISSE DES DEPOTS ET CONSIGNATIONS

(an établissement spécial in France)

€25,000,000,000

Euro Medium Term Notes Programme

This second supplement (the “Second Supplement”) which has obtained the approval number 24-275 on 4

July 2024 from the Autorité des marchés financiers (the “AMF”) is supplemental to and must be read in conjunction with the base prospectus dated 8 April 2024 which was granted the approval number 24-099 on 8 April 2024 by the AMF (the “Base Prospectus”) as supplemented by the first supplement dated 6 June 2024 which was granted the approval number 24-200 on 6 June 2024 by the AMF (the “First Supplement”) prepared by Caisse des dépôts et consignations (“Caisse des Dépôts” or the “Issuer”) with respect to its €25,000,000,000 Euro Medium Term Notes Programme (the “Programme”). 

Application has been made for approval of this Second Supplement to the AMF as competent authority under the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This Second Supplement has been prepared for the purpose of Article 23 of the Prospectus Regulation. The Base Prospectus (which includes, for the avoidance of doubt, the First Supplement and this Second Supplement) constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.

Terms defined in the Base Prospectus have the same meaning when used in this Second Supplement.

This Second Supplement modifies and completes the Base Prospectus.

Copies of this Second Supplement, together with the documents incorporated by reference herein, can be obtained free of charge from the principal office of the Issuer and will be available on the Issuer’s website (www.caissedesdepots.fr) and the AMF’s website (www.amf-france.org). 

Save as disclosed in this Second Supplement, there has been no other significant new factor, material omission or inaccuracy relating to information included in the Base Prospectus (as supplemented by the First Supplement and this Second Supplement) which may affect the assessment of the Notes issued under the Programme since the publication of the Base Prospectus.

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

This Second Supplement has been prepared in order to incorporate by reference the (i) 2023 Financial Report, (ii) 2023 Business Review and (iii) the 2023 Corporate Social Responsibility Report (each as defined below). The sections entitled “Documents incorporated by reference” and “Description of the Issuer” of the Base Prospectus has been updated accordingly.

Erreur ! Nom de propriété de document inconnu.

Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE......................................................................... 3

DESCRIPTION OF THE ISSUER................................................................................................. 11

RESPONSIBILITY FOR THE SECOND SUPPLEMENT................................................................. 12

DOCUMENTS INCORPORATED BY REFERENCE

The Issuer’s 2023 Financial Report, the 2023 Business Review and the 2023 Corporate Social Responsibility Report have been filed with the AMF and, by virtue of this Second Supplement, are incorporated in, and form part of the Base Prospectus.

The paragraphs under the section of the Base Prospectus entitled “Documents incorporated by reference” on pages 32 to 39 are deleted and replaced with the following:

“This Base Prospectus should be read and construed in conjunction with the following information which shall be incorporated in, and form part of, this Base Prospectus: 

(a)                 the sections referred to in the table below "Cross-reference list relating to information incorporated by reference" which are extracted from the 2022 Rapport Financier of the Issuer (in the French language) filed with the AMF, including the audited consolidated financial statements ("comptes consolidés") and the audited annual financial statements of the central sector ("comptes sociaux de la section générale") of the Issuer for the year ended 31 December 2022 (the "2022 Financial Report")

(https://www.caissedesdepots.fr/sites/default/files/2023-

05/230426_CDC_RAFI_FR_2022_PDF_MEL.pdf); 

(b)                the sections referred to in the table below "Cross-reference list relating to information incorporated by reference" which are extracted from the 2023 Rapport Financier of the Issuer (in the French language) filed with the AMF, including the audited consolidated financial statements ("comptes consolidés") and the audited annual financial statements of the central sector ("comptes sociaux de la section générale") of the

                Issuer      for      the      year      ended      31      December      2023      (the      "2023      Financial       Report")

(https://www.caissedesdepots.fr/sites/default/files/2024-05/CDC%20RAFI%20e-accessible.pdf; 

(c)                 the sections referred to in the table below "Cross reference list relating to information incorporated by reference" which are extracted from the 2023 Rapport d'activité et de développement durable of the Issuer

                   (in      the      French      language)      filed      with      the      AMF      (the      "2023      Business      Review")

(https://www.caissedesdepots.fr/sites/default/files/2024-07/RADD_2023.pdf);

(d)                the sections referred to in the table below "Cross reference list relating to information incorporated by reference" which are extracted from the 2023 Rapport d’engagement sociétal of the Issuer (in the French language) filed with the AMF (the "2023 Corporate Social Responsibility Report")

(https://www.caissedesdepots.fr/sites/default/files/2024-

07/Rapport%20d%27engagement%20soci%C3%A9tal%20CDC%202023.pdf); 

(e)                 the sections "Terms and Conditions" of the following base prospectuses relating to the Programme: 

(i)                  base prospectus dated 16 March 2011 which received visa no. 11-076 from the AMF on 16 March

2011      (pages    24           to            49)          (the         "2011     Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/emtn_base_pro spectus_final_16_march_2011.pdf);

(ii)                base prospectus dated 17 April 2012 which received visa no. 12-168 from the AMF on 17 April

2012      (pages    22           to            47)          (the         "2012     Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/programme_e mission_emtn_2012.pdf);

(iii)              base prospectus dated 30 April 2013 which received visa no. 13-191 from the AMF on 30 April

2013    (pages    20           to            57)          (the         "2013     Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2013_base_prospectus_en.pdf);

(iv)               base prospectus dated 12 May 2014 which received visa no. 14-190 from the AMF on 12 May 2014 (pages 27 to 138) as supplemented by the supplement dated 27 May 2014 (pages 3 and 4) (the "2014 Conditions")

(https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro

gramme_2014_base_prospectus_en_.pdf,   and  https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pros pectus_supplement_n_1_dated_27th_may_2014_en_.pdf);

(v)                base prospectus dated 12 May 2015 which received visa no. 15-193 from the AMF on 12 May 2015 (pages 29 to 140), as supplemented by the supplement dated 23 July 2015 which received visa no. 15-403 from the AMF on 23 July 2015 (page 7) (the "2015 Conditions") (https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2015_base_prospectus_en_.pdf,   and

https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_sup plement_n_1_dated_23rd_july_2015_en_.pdf);

(vi)               base prospectus dated 22 April 2016 which received visa no. 16-147 from the AMF on 22 April

2016                    (pages           29           to            141)        (the         "2016     Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2016_base_prospectus_en.pdf);

(vii)             base prospectus dated 26 April 2017 which received visa no. 17-179 from the AMF on 26 April

2017                    (pages           30           to            141)        (the         "2017     Conditions") https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2017_base_prospectus_en.pdf);

(viii)           base prospectus dated 26 April 2018 which received visa no. 18-152 from the AMF on 26 April

2018                    (pages           32           to            144)        (the         "2018     Conditions")

(https://www.caissedesdepots.fr/sites/default/files/medias/relations_investisseurs/cdc_emtn_pro gramme_2018_base_prospectus.pdf);

(ix)               base prospectus dated 26 April 2019 which received visa no. 19-179 from the AMF on 26 April

2019                    (pages           33           to            149)        (the         "2019     Conditions")

(https://www.caissedesdepots.fr/sites/default/files/2020-03/cdc_2019_-

_base_prospectus_final%20%281%29.pdf);

(x)                base prospectus dated 30 April 2020 which received approval no. 20-171 from the AMF on 30

                                   April          2020           (pages          36          to          163)          (the          "2020           Conditions")

(https://www.caissedesdepots.fr/sites/default/files/2020-05/CDC%202020%20-

%20Base%20Prospectus%20%28final%29_1.pdf); 

(xi)               base prospectus dated 16 April 2021 which received approval no. 21-110 from the AMF on 16 April 2021 (pages 39 to 165) as supplemented by the supplement dated 19 October 2021 which received visa no. 21-451 from the AMF on 19 October 2021 (pages 5 to 7)   (the "2021 Conditions") (https://www.caissedesdepots.fr/sites/default/files/2021-04/CDC%202021%20-

%20Base%20Prospectus%20%28final%20avec%20visa%29.pdf         and https://www.caissedesdepots.fr/sites/default/files/202110/CDC%20EMTN%20Programme%20Supplement%20N%C2%B03%20dated%2019th%20O

ctobre%202021.pdf); 

(xii)             base prospectus dated 7 April 2022 which received approval no. 22-089 (page 39 to 171) (the

"2022 Conditions"(https://www.caissedesdepots.fr/sites/default/files/202204/CDC%202022%20-%20EMTN%20Base%20Prospectus%20dated%2007_04_2022.pdf); and

(xiii)           base prospectus dated 6 April 2023 which received approval no. 23-104 (page 40 to 172) (the

"2023 Conditions" (https://www.caissedesdepots.fr/sites/default/files/202304/CDC%202023%20-%20Base%20Prospectus%20%28final%29.pdf), and together with the 2011 Conditions, the 2012 Conditions, the 2013 Conditions, the 2014 Conditions, the 2015 Conditions, the 2016 Conditions, the 2017 Conditions, the 2018 Conditions, the 2019 Conditions, the 2020 Conditions, the 2021 Conditions and the 2022 Conditions, the "Previous Conditions").

The non-incorporated parts of the base prospectuses referred to in the present paragraph (e) are not relevant for investors and are therefore not incorporated by reference in this Base Prospectus. 

Unless otherwise explicitly incorporated by reference into this Base Prospectus in accordance with the list below, the information contained on the website of the Issuer shall not be deemed incorporated by reference herein and is for information purposes only. Therefore it does not form part of this Base Prospectus and has not been scrutinised or approved by the AMF.

Following the publication of this Base Prospectus, a Supplement may be prepared by the Issuer and approved by the AMF in accordance with Article 23 of the Prospectus Regulation and Article 18 of the Commission Delegated Regulation (EU) 2019/979, as amended. Statements contained in any such Supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. 

Copies of documents incorporated by reference in this Base Prospectus and any Supplement can be obtained free of charge from the principal office of the Issuer.  This Base Prospectus (together with any Supplement to the Base Prospectus) will be published on the AMF's website (being www.amf-france.org) and on the Issuer's website (www.caissedesdepots.fr).

Cross-reference list relating to information incorporated by reference:

The Previous Conditions are incorporated by reference in this Base Prospectus for the purpose only of further issues of Notes to be assimilated (assimilées) and form a single series with Notes already issued under the relevant Previous Conditions.

Any information not listed in the above cross-reference list but included in the documents incorporated by reference is given for information purposes only.”

DESCRIPTION OF THE ISSUER

The “Description of the Issuer” section on pages 179 to 181 shall be amended as follows:

The seventh paragraph of the section starting with “Information in relation to the names, business addresses and functions within the Issuer …” and the table below such paragraph are deleted in their entirety.

For the avoidance of doubt, the sentence “The business address of the members of the executive committee of the Issuer is: 56 rue de Lille, 75007 Paris, France” under the table to be deleted remains and is not amended by the Second Supplement.

RESPONSIBILITY FOR THE SECOND SUPPLEMENT

Individual assuming responsibility for the Second Supplement to the Base Prospectus

In the name of the Issuer 

To the best knowledge of the Issuer, the information contained in this Second Supplement is in accordance with the facts and contains no omission likely to affect its import.

Caisse des dépôts et consignations

56, rue de Lille 75007 Paris

France

Represented by Nathalie Tubiana 

Directrice des finances et de la politique durable  

Executed in Paris on 4 July 2024