Bond Crédit Agricole SA 7.5% ( XS2353099638 ) in GBP

Crédit Agricole SA

100 % ▲

France

XS2353099638 ( in GBP )

7.5% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond Crédit Agricole S.A XS2353099638 en GBP 7.5%, maturity Perpetual

100 000 GBP

396 684 000 GBP

23/09/2025 ( In 46 days )

Crédit Agricole S.A. is a French multinational cooperative banking group, operating primarily in Europe, with a significant presence in retail banking, asset management, investment banking, and insurance.

The Bond issued by Crédit Agricole SA ( France ) , in GBP, with the ISIN code XS2353099638, pays a coupon of 7.5% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

PROSPECTUS

GBP396,684,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes
Crédit Agricole S.A. is issuing GBP396,684,000 principal amount of its Undated Deeply Subordinated Additional
Tier 1 Fixed Rate Resettable Notes (the "Notes"), as consideration for the exchange of the Issuer's outstanding
GBP500,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes (ISIN:
XS1055037920) (the "Existing Notes"). The exchange transaction is described in an Exchange Offer
Memorandum dated 20 May 2021 prepared by the Issuer (the "Exchange" and the "Exchange Offer
Memorandum"), which does not form part of this Prospectus and has not been reviewed nor approved by the
Autorité des marchés financiers (the "AMF"). The principal amount of the Notes issued will be equal to the principal
amount of the Existing Notes being exchanged. This prospectus has been prepared for purposes of the listing and
admission to trading of the Notes on Euronext Paris and in connection with the Exchange, and may not be used for
any other purpose.
The Notes are being issued by Crédit Agricole S.A. (the "Issuer") and constitute direct, unconditional, unsecured
and deeply subordinated debt obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms
and Conditions of the Notes."
The Notes are being issued in two tranches. The first tranche (the "Tranche 1 Notes"), in the amount of GBP
383,445,000, was issued on 9 June 2021. The second tranche (the "Tranche 2 Notes"), in the amount of GBP
13,239,000 will be issued on 23 June 2021 (each, an "Issue Date"). The two tranches will be fungible and trade
interchangeably as from the Issue Date of the Tranche 2 Notes.
The Notes bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"), payable (subject to cancellation as described below) quarterly in arrears on 23 March,
23 June, 23 September and 23 December of each year (each an "Interest Payment Date", subject to business day
adjustments as described herein), from (and including) their respective Issue Dates, to (but excluding) 23 June
2026 (the "First Call Date") at the rate of 7.500% per annum. The first payment of interest on the Tranche 1 Notes
will be made on 23 June 2021 in respect of the short Interest Period from (and including) their Issue Date of the
Tranche 1 Notes to (but excluding) the first Interest Payment Date of the Tranche 1 Notes. The first payment of
interest on the Tranche 2 Notes (and the second payment of interest on the Tranche 1 Notes) will be made on 23
September 2021. The rate of interest will reset on the First Call Date and on every date which falls closest to five
(5), or a multiple of five (5), years after the First Call Date (each, a "Reset Date"). The Issuer may elect to cancel
the payment of interest on the Notes (in whole or in part) on any Interest Payment Date, and it will be required to
cancel the payment of interest on the Notes on any Interest Payment Date to the extent that the Distributable Items
or the Relevant Maximum Distributable Amount is insufficient, or if the Relevant Regulator requires such interest to
be cancel ed. Interest that is cancel ed will not be due on any subsequent date, and the non-payment will not
constitute a default by the Issuer.
The Current Principal Amount of the Notes will be written down on a pro rata basis with other similar instruments if,
at any time, the Crédit Agricole S.A. Group's CET1 Capital Ratio falls or remains below 5.125% or the Crédit
Agricole Group's CET1 Capital Ratio falls or remains below 7.0%. Following such reduction, the Current Principal
Amount may, at the Issuer's discretion, be reinstated up to the Original Principal Amount (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") on a pro rata basis with other similar instruments, if the
Crédit Agricole S.A. Group records positive Consolidated Net Income and the Relevant Maximum Distributable
Amount is sufficient, subject to certain conditions. See Condition 6 (Loss Absorption and Return to Financial Health)
in "Terms and Conditions of the Notes."
The Notes have no fixed maturity and Holders do not have the right to call for their redemption. As a result, the
Issuer is not required to make any payment of the Current Principal Amount of the Notes at any time prior to the
time a judgment is issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated
for any other reason. The Issuer may, at its option, redeem all, but not some only, of the Notes (i) on the First Call
Date or on any Reset Date thereafter, in each case at their Original Principal Amount plus any accrued and unpaid
interest, or (ii) upon the occurrence of certain Tax Events, a Capital Event or a MREL/TLAC Disqualification Event
(each as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes") at the Current Principal
Amount plus any accrued and unpaid interest, in each case subject to the approval by the Relevant Regulator
and/or the Relevant Resolution Authority (if required). No optional redemption may be made at a time when the
Current Principal Amount of the Notes is less than their Original Principal Amount. If a Capital Event, Tax Event,
MREL/TLAC Disqualification Event or Alignment Event has occurred and is continuing in respect of the Notes, the

Issuer may substitute all of such Notes or vary the terms of all of such Notes, without the consent or approval of
Holders, so that they become or remain Qualifying Notes (as defined in Condition 7.8 (Substitution and Variation)
in "Terms and Conditions of the Notes").
This Prospectus constitutes a prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council dated 14 June 2017, as amended (the "Prospectus Regulation"). This Prospectus
has been approved by the AMF, as competent authority under the Prospectus Regulation. The AMF only approves
this 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 the Issuer and of the quality
of the Notes that are the subject of this Prospectus
Application has been made to list and admit to trading the Notes as of the Issue Date of the Tranche 2 Notes, on
the regulated market of Euronext in Paris ("Euronext Paris"). Euronext Paris is a regulated market within the
meaning of the Directive 2014/65/EU of the European Parliament and of the Council dated 15 May 2014, as
amended, appearing on the list of regulated markets issued by the European Securities and Markets Authority
("ESMA"). This Prospectus is valid until the admission to trading of the Notes on Euronext Paris. Upon any
significant new factor, material mistake or material inaccuracy relating to the information included (including
information incorporated by reference) in this Prospectus which may affect the assessment of the Notes occurring
before such date, this Prospectus must be completed by a supplement, pursuant to Article 23 of the Prospectus
Regulation. On the admission to trading of the Notes on Euronext Paris (which is expected to be the Issue Date of
the Tranche 2 Notes), this Prospectus, as supplemented (as the case may be), will expire and the obligation to
supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will
no longer apply.
The Notes are expected to be rated BBB by Fitch Ratings Ireland Limited ("Fitch") and BBB- by S&P Global Ratings
Europe Limited ("S&P"). Each of Fitch and S&P is established in the European Union ("EU") and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list of credit rating
agencies registered in accordance with the CRA Regulation as of the date of this Prospectus. This list is available
on the ESMA website at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk (list last updated on 4
January 2021)). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating agency.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 2 below for risk factors
relevant to an investment in the Notes.
The Notes are being issued in denominations of GBP100,000 and integral multiples of GBP1,000 in excess thereof.
The Notes are being issued in bearer form and will initially be represented by Global Notes, without interest
coupons, which have been or will be deposited on or around the respective Issue Dates with a common depositary
for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The Notes may not be offered or sold or otherwise transferred except in transactions
exempt from, or not subject to, the registration requirements of the Securities Act. Prospective purchasers
are hereby notified that the Notes may be offered for resale inside the United States in reliance on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A (the "Rule 144A
Notes") and outside the United States in reliance on the exemption provided by Regulation S (the
"Regulation S Notes").
Copies of this Prospectus are available on the websites of the AMF (www.amf-france.org) and of the Issuer
(www.credit-agricole.com) and may be obtained, without charge on request, at the principal office of the Issuer
during normal business hours. Copies of all documents incorporated by reference in this Prospectus are available
(i) on the website of the AMF (www.amf-france.org) and (ii) on the website of the Issuer (www.credit-agricole.com)
and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours.

Structuring Advisers
Crédit Agricole CIB
NatWest Markets

The date of this Prospectus is 21 June 2021.

This prospectus has been prepared solely for purposes of the listing and admission to trading of the
Notes on Euronext Paris and in connection with the Exchange, and may not otherwise be used in
connection with an offering of the Notes.
The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other information
following the listing and admission to trading of the Notes, and the Issuer takes no responsibility for any
other information that others may give to prospective investors. Prospective investors should carefully
evaluate the information provided by the Issuer in light of the total mix of information available to them,
recognizing that the Issuer can provide no assurance as to the reliability of any information not
contained or incorporated by reference in this Prospectus. The information contained or incorporated
by reference in this Prospectus is accurate only as of the date hereof, regardless of the time of delivery
or of any sale of the Notes. It is important for prospective investors to read and consider all information
contained in this Prospectus, including the documents incorporated by reference herein (see the section
"Documents Incorporated by Reference" below).
The Notes have not been and will not be registered under the Securities Act or the securities law of any
U.S. state, and may not be offered, sold, pledged or transferred in the United States unless registered
under the Securities Act or pursuant to an available exemption from such registration. The Rule 144A
Notes are being issued in the United States only to qualified institutional buyers, as defined in Rule
144A under the Securities Act, and the Regulation S Notes are being issued outside the United States
only to non-U.S. persons in "offshore transactions" as defined in, and in accordance with, Regulation S
under the Securities Act.
The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Issuer requires
persons in whose possession this Prospectus comes to inform themselves about, and to observe, any
such restrictions. This Prospectus does not constitute an offer or an invitation to subscribe for the Notes
and may not be used for an offer or sale of the Notes upon their initial issuance otherwise than in
connection with the Exchange.
IMPORTANT PRIIPs PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive (EU) 2014/65 (as amended, "MiFID II"); (ii) a customer within the meaning
of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. 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 PRIIPs - PROHIBITION OF SALES TO UK RETAIL INVESTORS  The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the
provisions of the UK Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules
or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as 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 EUWA. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.

i

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of the manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on 5 February 2018, has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of the manufacturer's product approval process, the target market
assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement
entitled "Brexit our approach to EU non-legislative materials"), has led to the conclusion that: (i) the
target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014
as it forms part of the domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.
Neither the Issuer, nor any of its representatives, are making any representation to prospective
investors regarding the legality of an investment in the Notes. Prospective investors should consult
with their own advisers as to accounting, legal, tax, business, financial and related aspects of an
investment in the Notes. Investors must comply with all laws applicable in any place in which they buy,
offer or sell the Notes, and they must obtain all applicable consents and approvals. The Issuer shall
not have any responsibility for any of the foregoing legal requirements.
Any investor participating in the Exchange is solely responsible for ensuring that any offer or resale of
the Notes occurs in compliance with applicable laws and regulations.
As of 1 January 2021, the UK has acceded to the Convention on Choice of Courts Agreements dated
30 June 2005 (the "Hague Convention"). Provided that the Courts of the UK are designated under
exclusive jurisdiction clauses falling within the scope and definitions of the Hague Convention,
judgments issued by the Courts of the UK in legal proceedings relating to agreements entered into after
1 January 2021 may therefore be recognized and enforced in France under the Hague Convention.
Investors should note that the recognition and enforcement of judgements issued by the Courts of UK
will not occur under the same terms and conditions under the Hague Convention and the Brussels I
Recast Regulation.
No action has been, or will be taken, in any country or jurisdiction that would permit an offer to the public
of any of the Notes in a jurisdiction where action for that purpose is required. The Issuer makes no
representation that Notes may at any time lawfully be resold in compliance with any applicable
registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder,
or assumes any responsibility for facilitating such resale.

ii

NOTICE TO PROSPECTIVE INVESTORS
As Additional Tier 1 Capital instruments, the Notes are particularly complex financial instruments which
may not be a suitable investment for certain investors. Potential investors in the Notes should have
sufficient knowledge and expertise (either alone or with a financial advisor) to analyse features such as
the risk of interest cancellation, the risk of Write-Down in case of a Capital Ratio Event, the risk that the
Maximum Distributable Amount may be insufficient to allow the Issuer to pay interest or to write-up the
Current Principal Amount of the Notes, the risk of deep subordination, and other complex features that
distinguish the Notes from more standard debt obligations. The Notes are not a suitable investment for
investors that do not possess such knowledge and expertise, and any such investors who nonetheless
purchase the Notes may face a significantly greater risk of loss than investors who do possess such
knowledge and expertise. For example, investors who regularly follow developments in the market for
Additional Tier 1 capital instruments may be in a position to react more quickly to market or regulatory
events than investors who are less aware of such developments, with the latter group of investors
exposed to potentially greater losses due to their slower reactivity. Potential investors should determine
the suitability of an investment in the Notes in light of their own circumstances, and in particular the risk
that their lack of relevant knowledge and expertise may cause them to lose all or a significant portion
of the amount invested in the Notes.

iii

TABLE OF CONTENTS
RISK FACTORS ...................................................................................................................................... 2
OVERVIEW ........................................................................................................................................... 18
BUSINESS ........................................................................................................................................ 18
REGULATORY CAPITAL RATIOS ................................................................................................... 21
SENIOR AND SUBORDINATED DEBT SECURITIES IN ISSUE..................................................... 22
THE NOTES ...................................................................................................................................... 23
RECENT DEVELOPMENTS ................................................................................................................. 32
USE OF PROCEEDS ............................................................................................................................ 35
SOLVENCY AND RESOLUTION RATIOS ........................................................................................... 36
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 40
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 54
OVERVIEW OF PROVISIONS RELATING TO THE GBP NOTES WHILE IN GLOBAL FORM ......... 84
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 90
CROSS-REFERENCE TABLE.............................................................................................................. 92
GENERAL INFORMATION ................................................................................................................... 97
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .......... 100

1

RISK FACTORS
Prospective investors in the Notes should consider carefully, in light of their financial circumstances and
investment objectives, all of the information in this Prospectus and, in particular, the risk factors set forth
below (which do not describe all the risks of an investment in the Notes but which the Issuer, in its
reasonable opinion, believes represent or may represent the risk factors known to it which may affect
the Issuer's ability to fulfil its obligations under the Notes) in making an investment decision. Certain
documents incorporated by reference in this Prospectus also contain useful information pertaining to
the risk factors relating to the Issuer and its operations. (See "Documents Incorporated by Reference"
and "Cross-Reference Table" below).
Terms defined in "Terms and Conditions of the Notes" shall have the same meaning where used below.
Risk Factors relating to the Issuer
Risks relating to the Issuer are described on pages 43 to 55 of the Amendment A.01 to the 2020 URD,
as further described under "Documents Incorporated by Reference" in this Prospectus. References to
"Crédit Agricole S.A." in the risk factors section on pages 43 to 55 of the Amendment A.01 to the 2020
URD shall be deemed to be references to "Crédit Agricole S.A. Group" as defined in this Prospectus.
Bearing in mind the structure of the Crédit Agricole Group, and in particular the legal mechanism for
internal financial solidarity provided for in Article L.511-31 of the French Code monétaire et financier,
the risks relating to the Issuer are those relating to the Crédit Agricole Group as described in the
Amendment A.01 to the 2020 URD.
Risk Factors relating to the Notes
1.
Risks relating to the structure of the Notes
1.1
The Notes are Deeply Subordinated Obligations.
The Notes are unsecured and deeply subordinated obligations of the Issuer that fall within Article L.613-
30-3-I-5° of the French Code monétaire et financier and are issued pursuant to the provisions of
Article L.228-97 of the French Code de commerce. The Issuer's obligations under the Notes are
subordinated to all present and future prêts participatifs granted to the Issuer and all present and future
titres participatifs, Capital Subordinated Obligations, Other Subordinated Obligations and
Unsubordinated Obligations (including obligations to depositors) of the Issuer, as more fully described
in Condition 4 (Status of the Notes) of the Terms and Conditions of the Notes.
If the Notes are in the future fully excluded from the Crédit Agricole S.A. Group and/or the Crédit Agricole
Group Additional Tier 1 Capital (which could happen if Applicable Banking Regulations are modified to
require Additional Tier 1 instruments to contain features that are not part of the Terms and Conditions
of the Notes), their ranking will change, pursuant to Article 48(7) of the BRRD as transposed into French
Law by the French Ordonnance n°2020-1636 relative au régime de résolution dans le secteur bancaire
dated 21 December 2020 in Article L.613-30-3-I-5° of the French Code monétaire et financier, and as
provided in Condition 4 (Status of the Notes) of the Terms and Conditions of the Notes. As a result of
such change, the Notes would have a higher ranking than at issuance and will rank senior to Additional
Tier 1 instruments issued after 28 December 2020 so long as they remain totally or partly qualified as
such and Additional Tier 1 instruments issued before such date. If they qualify as Tier 2 Capital
instruments at the time they are disqualified as Additional Tier 1 instruments, they will rank pari passu
with the Issuer's Capital Subordinated Obligations and junior to the Issuer's Other Subordinated
Obligations. If the Notes do not qualify as Tier 2 Capital instruments at that time, they will rank pari
passu with the Issuer's Other Subordinated Obligations. They will in all cases remain subordinated to
the Issuer's Unsubordinated Obligations. Such change to a more senior rank would occur over the life
of the Notes automatically as per the terms of their Terms and Conditions, without consultation of the
Holders or the holders of any other notes issued by the Issuer. Please refer to the paragraph entitled
"Implementation of Article 48(7) of BRRD II under French law" in the section "Government Supervision
and Regulation of Credit institutions in France". However, if the Notes are likely to be fully or partially
excluded from the Crédit Agricole S.A. Group and/or the Crédit Agricole Group Additional Tier 1 Capital,
a Capital Event will occur, which will give the Issuer the right to redeem the Notes, as provided in
2

Condition 7.3 (Optional Redemption Upon the Occurrence of a Capital Event) of the Terms and
Conditions of the Notes. If the Notes are redeemed, Holders will not realize the practical benefits of the
higher ranking.
As a consequence, if any judgment is rendered by any competent court declaring the judicial liquidation
(liquidation judiciaire) of the Issuer, or if the Issuer is liquidated for any other reason, the rights of
payment of the Holders of the Notes will be subordinated to the payment in full of present and future
unsubordinated creditors of the Issuer (including depositors) and any other present and future creditors
whose claims rank senior to the Notes. In the event of incomplete payment of unsubordinated creditors
and any other creditors that are senior to the Holders of the Notes, upon the liquidation of the Issuer,
the obligations of the Issuer in connection with the Notes will be terminated and the Holders will lose
their investment in the Notes.
In addition, the Notes may be written-down or converted into equity securities or other instruments (i)
so long as they constitute, fully or partly, Additional Tier 1 Capital or Tier 2 Capital, independently and/or
before a resolution procedure is initiated and after such resolution procedure is initiated pursuant to the
bail-in power of a relevant resolution authority, and/or (ii) if and when the Notes are fully excluded from
Additional Tier 1 Capital or Tier 2 Capital, after a resolution procedure is initiated pursuant to the bail-
in power of a relevant resolution authority. Due to the fact that the Notes (including when such Notes
are fully excluded from Additional Tier 1 Capital and Tier 2 Capital) rank junior to the Issuer's
Unsubordinated Obligations, they would be written-down or converted in full before any of the Issuer's
Unsubordinated Obligations are written-down or converted. Please refer to the risk factor "The Notes
may be subject to mandatory write-down or conversion to equity under European and French laws
relating to bank recovery and resolution" above.
Further, there is no restriction on the issuance by the Issuer of additional senior obligations. As a
consequence, if the Issuer enters into judicial liquidation proceedings (liquidation judiciaire) or is
liquidated for any other reason, the Issuer will be required to pay potentially substantial amounts of
senior obligations before any payment is made in respect of the Notes. Please refer to the risk factor
"The Issuer is not prohibited from issuing further debt, which may rank pari passu with or senior to the
Notes" below.
The Holders of the Notes bear significantly more risk than holders of senior obligations or any other
obligation ranking senior to the Notes. As a consequence, there is a substantial risk that Holders of the
Notes will lose all or a significant part of their investments if the Issuer were to enter into resolution or
liquidation proceedings.
1.2
The Issuer may cancel all or some of the interest payments at its discretion for any reason,
or be required to cancel all or some of such interest payments in certain cases.
Pursuant to Condition 5.11 (Cancellation of Interest Amounts) of the Terms and Conditions of the Notes,
the Issuer may elect, at its full discretion, to cancel permanently some or all of the Interest Amounts
otherwise scheduled to be paid on an Interest Payment Date. In addition, the Issuer will be required to
cancel permanently some or all of such Interest Amounts if and to the extent that one of the following
occurs:
Payment of the scheduled Interest Amount, when aggregated with distributions on all Tier 1
Capital instruments paid or scheduled for payment in the then current financial year, would
exceed the amount of Distributable Items then applicable to the Issuer. Tier 1 Capital
instruments include other instruments that qualify as Tier 1 Capital (including other Additional
Tier 1 Capital instruments). Distributable Items are equal to the Issuer's net income and
reserves, before payments on capital instruments, determined on the basis of the Issuer's
unconsolidated financial statements.
Payment of the scheduled Interest Amount, when aggregated with any other payments or
distributions of the kind referred to in Article 141(2) of the CRD Directive would cause the
Relevant Maximum Distributable Amount to be exceeded. Distributions referred to in
Article 141(2) of the CRD Directive include dividends, payments, distributions and write-up
amounts on all Tier 1 instruments (including the Notes and other Additional Tier 1 instruments),
and certain bonuses paid to employees. The Relevant Maximum Distributable Amount imposes
3

a cap on the Issuer's ability to pay interest on the Notes, and on the Issuer's ability to reinstate
the Current Principal Amount of the Notes following a Write-Down upon the occurrence of a
Capital Ratio Event. The Relevant Maximum Distributable Amount will apply if certain capital
buffers are not maintained, (i) on top of minimum capital requirements ("Pillar 1" capital
requirements) and additional capital requirements ("Pillar 2" capital requirements, or "P2R")
(this is known as the "MDA"), or (ii) as from 1 January 2022 on top of the minimum MREL
requirements (this is known as the "M-MDA"). As from 1 January 2023, the Maximum
Distributable Amount will also apply if a leverage ratio buffer is not maintained (this is known
as the "L-MDA"). It is generally equal to a percentage of the current period's net income, group
share, with the percentage ranging between 0% and 60% depending on the extent to which the
relevant capital ratios are below the capital buffer level requirements.
The Relevant Regulator notifies the Issuer that it has determined, in its sole discretion, that the
Interest Amount should be cancel ed in whole or in part based on its assessment of the financial
and solvency situation of the Issuer.
The Issuer's Distributable Items will depend to a large extent on the net income earned by the Issuer
from its refinancing activities for the Crédit Agricole Network, and on the dividends that it receives from
its subsidiaries and affiliates. As of 31 March 2021, the Issuer had 38.8 billion euros of potential
Distributable Items, including current net income, reserves and share premium. However, in order for
share premium to be included in the Issuer's Distributable Items, the Issuer's ordinary general
shareholders meeting must adopt a resolution to reallocate the share premium to a reserve account.
However, the Issuer may not adopt such resolutions or that the amount of share premium reallocated
to a reserve account may not be sufficient to ensure the availability of Distributable Items in the future.
Based on the requirements from the 2020 supervisory review and evaluation process, the Issuer
estimates that the Credit Agricole Group's CET1 Capital Ratio exceeded the ratio that would trigger the
need to comply with the Maximum Distributable Amount of the Crédit Agricole Group by 765 basis
points, or approximately 43 billion euros, as of 31 March 2021. As of the same date, the Issuer estimates
that the CET1 Capital Ratio of the Crédit Agricole S.A. Group exceeded the ratio that would trigger the
need to comply with the Maximum Distributable Amount of the Crédit Agricole S.A. Group by 481 basis
points, or approximately 17 billion euros. These estimates take into account only the capital buffers
above the Pillar 1 and P2R requirements, because the buffers above the minimum MREL requirements
applicable under the BRRD (as amended by the BRRD Revision) on a consolidated basis at the level
of the Crédit Agricole Group do not apply until 1 January 2022 and the leverage ratio buffer on a
consolidated basis at the level of the Crédit Agricole Group does not apply until 1 January 2023.
The minimum MREL requirements applicable under the BRRD (as amended by the BRRD Revision)
on a consolidated basis at the level of the Crédit Agricole Group are expected to be notified to the Issuer
by the resolution authorities in the course of 2021 and the method of determination of the M-MDA trigger
may be further clarified by the Single Resolution Board ("SRB"), so that it is not possible to calculate
the "distance to the M-MDA trigger". However, on the basis of the most recent calibration policy
published by the SRB and preliminary exchanges with the SRB, the Issuer expects that, as of 1 January
2022, the "distance to M-MDA trigger" will be no less than the distance between the Crédit Agricole
Group's TLAC ratio and the Credit Agricole Group's TLAC requirement (taking into account the
combined buffer requirement), which was as of 31 March 2021 420 basis points (approximately 24
billion). The foregoing is based on non-binding exchanges with the SRB, which are not definitive and
subject to change, accordingly, the Issuer cannot provide any assurances that the figures resulting from
the SRB's definitive assessment and future MREL policy will be the same as those set out above See
"Solvency and Resolution Ratios" for preliminary information relating to the MREL requirements. No
calculation is made with respect to the L-MDA as the total leverage requirements have not yet been
determined by the supervisory authorities.
Any cancellation of an Interest Amount or the perception that the Issuer will need to cancel an Interest
Amount would have a significant adverse effect on the trading price of the Notes and would negatively
impact Holders' returns. In addition, as a result of the interest cancellation provisions, the trading price
of the Notes may be more volatile than the trading prices of other interest bearing debt securities that
are not subject to such interest cancellation provisions. As a result, the trading price of the Notes may
be more sensitive generally to adverse changes in the Issuer's financial condition than such other
securities and Holders may receive less interest than initially anticipated.
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Moreover, because the Issuer is entitled to cancel Interest Amounts at its full discretion, it may do so
even if it could make such payments without exceeding the limits above. Interest Amounts on the Notes
may be cancelled even if holders of the Issuer's shares continue to receive dividends.
As a result of these provisions, it may be difficult for Holders to anticipate the Interest Amounts they will
receive on any Interest Payment Date.
Once an Interest Amount has been cancelled, it will no longer be payable by the Issuer or considered
accrued or owed to the Holders. Cancel ed Interest Amounts will not be reinstated or paid upon a Return
to Financial Health, in liquidation or otherwise. Cancellation of Interest Amounts will not constitute a
default under the Notes for any purpose or give the Holders any right to petition for the insolvency or
dissolution of the Issuer. Any actual or anticipated cancellation of interest on the Notes is likely to have
a significant adverse effect on the trading price of the Notes.
In addition, to the extent that the Notes trade on Euronext Paris or other trading systems with accrued
interest, purchasers of the Notes in the secondary market may pay a price that reflects an expectation
of the payment of accrued interest. If the Interest Amount scheduled to be paid on an Interest Payment
Date is cancelled in whole or in part, such purchasers will not receive the relevant portion of the Interest
Amount. Cancellation of interest, or an expectation of cancellation, may significantly adversely affect
the market price or liquidity of the Notes.
1.3
The principal amount of the Notes may be reduced to absorb losses.
If a Capital Ratio Event occurs, the Current Principal Amount of the Notes will be written down by the
Write-Down Amount, as further described in Condition 6.1 (Loss Absorption) of the Terms and
Conditions of the Notes. As a result, the Holders would lose all or part of their investment, at least on a
temporary basis. A Capital Ratio Event will occur if, at any time, the CET1 Capital Ratio of the Crédit
Agricole S.A. Group falls or remains below 5.125%, or if the CET1 Capital Ratio of the Crédit Agricole
Group falls or remains below 7.0%. If the amount by which the Current Principal Amount is written
down, when taken together with the write-down of any other Loss Absorbing Instruments, is insufficient
to cure the triggering Capital Ratio Event, the Current Principal Amount of the Notes will be Written
Down substantially (or nearly entirely). The Current Principal Amount of the Notes may be subject to
Write-Down even if holders of the Issuer's shares continue to receive dividends. Further, upon the
occurrence of a Capital Event, a MREL/TLAC Disqualification Event or a Tax Event during any period
of Write-Down, the Notes may be redeemed (subject as provided herein) at the Current Principal
Amount, which will be lower than the Original Principal Amount and result in a material loss by the
Holders of their investment in the Notes.
Although Condition 6.3 (Return to Financial Health) of the Terms and Conditions of the Notes will allow
the Issuer in its full discretion to reinstate written-off principal amounts up to the Maximum Write-Up
Amount if there is a Return to Financial Health and provided certain other conditions are met, the Issuer
is under no obligation to do so. Moreover, the Issuer's ability to write up the principal amount of the
Notes depends on there being sufficient Relevant Consolidated Net Income (determined at the level of
the Crédit Agricole S.A. Group and the Crédit Agricole Group) and, if the combined capital buffer
requirement applicable at the level of the Crédit Agricole S.A. Group or the Crédit Agricole Group is not
met or the capital ratio buffer is not met in addition to the MREL requirements or, as from 1 January
2023, the leverage ratio buffer is not met, a sufficient Relevant Maximum Distributable Amount (after
taking into account other payments and distributions of the type contemplated in Article 141(2) of the
CRD Directive, including payments on other instruments similar to the Notes). No assurance can be
given that these conditions will ever be met. If any judgment is rendered by any competent court
declaring the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any
other reason prior to the Notes being written up in full pursuant to Condition 6.3 (Return to Financial
Health) of the Terms and Conditions of the Notes, Holders' claims for principal will be based on the
reduced Current Principal Amount of the Notes. As a result, if a Capital Ratio Event occurs, Holders
may lose some or substantially all of their investment in the Notes. Any actual or anticipated indication
that a Capital Ratio Event is likely to occur, including any indication that the Crédit Agricole S.A. Group's
CET1 Capital Ratio is approaching 5.125% or Crédit Agricole Group's CET1 Capital Ratio is
approaching 7.0%, will have a significant adverse effect on the market price of the Notes. As of 31
March 2021, the Crédit Agricole S.A. Group's phased-in CET1 Capital Ratio was 12.7 % (12.5% fully-
loaded) and the Crédit Agricole Group's phased-in CET1 Capital Ratio was 17.3% (17.0% fully-loaded).
5