Bond Crédit Agricole SA 0% ( FR0011641034 ) in EUR

Crédit Agricole SA

100 % ▲

France

FR0011641034 ( in EUR )

06/12/2016 - Bond has expired

Prospectus brochure of the bond Crédit Agricole FR0011641034 in EUR 0%, expired

6 631 EUR

337 158 630 EUR

Crédit Agricole is a French multinational cooperative banking group with a global presence, offering a wide range of financial services including retail banking, investment banking, and asset management.

The Bond issued by Crédit Agricole SA ( France ) , in EUR, with the ISIN code FR0011641034, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/12/2016

PROSPECTUS 4 December 2013

CRÉDIT AGRICOLE S.A.
(as Issuer)
337,158,632.42 Zero Coupon Bonds due 2016
exchangeable for ordinary shares in the capital of
EURAZEO
Issue price: 100 per cent.

The 337,158,632.42 zero coupon exchangeable bonds (the "Bonds") due 6 December 2016 will be issued by Crédit Agricole S.A.
(the "Issuer" or "Crédit Agricole S.A.") on 6 December 2013 (the "Issue Date") at par, i.e. 66.31 (the "Issue Price"). The nominal
value of each Bond will be 66.31. No periodic interest will be payable in respect of the Bonds.
Application has been made to admit the Bonds to the official list of the Luxembourg Stock Exchange and application has been made to
admit the Bonds to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF Market"). References in this
Prospectus to Bonds being "listed" (and all related references) shall mean that the Bonds have been admitted to trading on the Euro
MTF Market and are listed on the official list of the Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for
the purposes of the markets in financial instruments directive (Directive 2004/39/EC). This prospectus (this "Prospectus") constitutes
a prospectus for the purposes of the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (as amended) (the
"Prospectuses Act 2005").
The Bondholders will have the right to exchange the Bonds (the "Exchange Option") and to receive from the Issuer, at the Issuer's
option : (i) either the delivery of shares of Eurazeo (the "Shares") at a rate of one Share per Bond subject to the terms of Clause 16 of
the terms and conditions of the Bonds herein (the "Terms and Conditions of the Bonds") (the "Exchange Ratio"), or, as the case
may be, the Underlying Shares (as defined in Clause 15(a) of the Terms and Conditions of the Bonds) in such proportion per Bond as
determined pursuant to Clause 16(b)(5) of the Terms and Conditions of the Bonds (including, as the case may be, any Cash Offer
Amounts (as defined in Clause 16(b)(5)(ii) of the Terms and Conditions of the Bonds) per Bond increased by any Compensation
Premium (as defined in Clause 16(b)(5)(ii) of the Terms and Conditions of the Bonds) per Bond), or (ii) instead of the delivery of
Shares or, as the case may be, the Underlying Shares, the payment of the Cash Exchange Value (as defined in Clause 15(d) of the
Terms and Conditions of the Bonds), or (iii) any combination per Bond of the delivery of Shares (within the limit of the Exchange
Ratio in effect) or, as the case may be, shares included in the Underlying Shares (within the limit of the number of shares included in
the Underlying Shares), and, for the balance, a cash payment per Bond equal to the sum of (x) the Market Value (as defined Clause
15(a) of the Terms and Conditions of the Bonds) of the Shares not delivered or, as the case may be, the Market Value of the shares
included in the Underlying Shares not delivered and, (y), as the case may be, any Cash Offer Amounts per Bond increased by any
Compensation Premium per Bond.
Unless the Exchange Option has been suspended in accordance with Clause 15(e) of the Terms and Conditions of the Bonds, the
Exchange Option may be exercised pursuant to Clause 15(d) of the Terms and Conditions of the Bonds, at any time from the Issue
Date until the 12th Business Day (as defined in Clause 15(d)(viii) of the Terms and Conditions of the Bonds) preceding the Maturity
Date (as defined below) (which should be, for indicative purposes, 18 November 2016).
Unless the Bonds have been previously exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed in full on 6
December 2016 (or the next Business Day, if this date is not a Business Day) (the "Maturity Date"), at the option of the Issuer, either
by (i) payment of an amount equal to the nominal value of the Bonds, or (ii) delivery of Shares or, as the case may be, shares included
in the Underlying Shares, up to a number of such shares per Bond determined on the basis of a percentage (which percentage shall be
determined at the Issuer's discretion) between 0 per cent. (exclusive) and 100 per cent. of the number of any shares included in the
Underlying Shares on the Election Date (as defined in Clause 6(a) of the Terms and Conditions of the Bonds), increased, as the case
may be, by a cash payment per Bond equal to, if positive, the difference between the nominal value of the Bonds and 99 per cent. of
the Redemption Market Value (as defined in Clause 6(a) of the Terms and Conditions of the Bonds) of the Shares or, as the case may
be, shares included in the Underlying Shares delivered.
The Issuer shall be entitled to redeem the Bonds outstanding, in whole but not in part, at any time from 6 December 2015, at their
nominal value, (a) if the arithmetic average, calculated over a period of 20 consecutive Trading Days (as defined in Clause 15(d) of the
Terms and Conditions of the Bonds) chosen by the Issuer among 40 Trading Days that immediately precede the date of the publication
of the notice of such early redemption, of the products of (x) the opening trading prices of the Shares on Euronext Paris (as defined in
Clause 2 of the Terms and Conditions of the Bonds) or any other Regulated Market (as defined in Clause 15(d) of the Terms and
Conditions of the Bonds) on each relevant date during such period, and (y) the Exchange Ratio in effect on each relevant date during
such period exceeds 125 per cent. of the nominal value of the Bonds, or (b) in the event Additional Shares (as defined in Clause
16(b)(5) of the Terms and Conditions of the Bonds) would be deliverable upon exercise of the Exchange Option, if the arithmetic

average calculated over a period of 20 consecutive Trading Days chosen by the Issuer among the 40 Trading Days that immediately
precede the date of the publication of the notice of such early redemption, of the value of the Underlying Shares (including, as the case
may be, any Cash Offer Amounts per Bond increased by any Compensation Premium per Bond) calculated on the basis of the opening
trading prices of the shares included in the Underlying Shares on each date on Euronext Paris or any other Regulated Market exceeds
125 per cent. of the nominal value of the Bonds.
The Issuer shall also be entitled to redeem the Bonds outstanding, in whole but not in part, at any time at their nominal value, (i) if the
outstanding number of Bonds is less than 15 per cent. of the number of Bonds originally issued, and (ii) in the event of an All-Cash
Offer or a Part-Cash Offer (as defined in Clause 16(b)(5)(ii)(c) of the Terms and Conditions of the Bonds) to which the Issuer has
decided to deliver all of the same shares included in the Underlying Shares that it holds on the date of such delivery and subject to the
total value of any Cash Offer Amounts per Bond increased by any Compensation Premium per Bond on the Public Offer Closing Date
(as defined in Clause 16(b)(5)(ii)(c) of the Terms and Conditions of the Bonds) representing more than 85% of the total value of the
Underlying Shares (including, any Cash Offer Amounts per Bond increased by any Compensation Premium per Bond) calculated on
the basis of the volume-weighted average of the trading prices of such shares on the Public Offer Closing Date at the higher of (i) the
nominal value of the Bonds and (ii) the sum of (x) the market value of the shares included in the Underlying Shares calculated by
applying mutatis mutandis the calculation method set out in the Redemption Market Value and (y) as the case may be, any Cash Offer
Amount per Bond increased by any Compensation Premium per Bond; see further details in Clause 6(b)(D) of the Terms and
Conditions of the Bonds.
In addition, the Bondholders will have the right to require the Issuer to redeem all or part or their Bonds at their nominal value, in the
event of a Change of Control (as defined in Clause 6(c) of the Terms and Conditions of the Bonds) of the company having issued the
Shares or, as the case may be, any of the shares included in the Underlying Shares or a Delisting (as defined in Clause 6(c) of the
Terms and Conditions of the Bonds) of the Shares or, as the case may be, any of the shares included in the Underlying Shares, all as set
out in Clause 6(c) of Terms and Conditions of the Bonds. The provisions of Clause 6(c) of the Terms and Conditions of the Bonds
shall only apply if the total value of the shares included in the Underlying Shares for which the Change of Control or the Delisting is
effective, increased, as the case may be, by any Cash Offer Amounts per Bond and any Compensation Premium per Bond represents
more than 50% of the total value of the Underlying Shares (including, as the case may be, any Cash Offer Amounts per Bond increased
by any Compensation Premium per Bond).
The Bonds will constitute unsecured and unsubordinated obligations of the Issuer and shall rank pari passu and without preference
among themselves, save for such exceptions as may be provided by applicable legislation and subject to the second paragraph of
Clause 8 (Status of the Bonds and negative pledge) of the Terms and Conditions of the Bonds, shall rank at least equally with all other
unsecured and unsubordinated indebtedness and monetary obligations of the Issuer, present and future.
The Bonds will upon the Issue Date be inscribed in the books of Euroclear France S.A. ("Euroclear France"), which shall credit the
accounts of the Account Holders (as defined in Clause 3 of the Terms and Conditions of the Bonds) including Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Bonds have been accepted
for clearance through Euroclear France, Clearstream, Luxembourg and Euroclear (ISIN FR0011641034/ Common Code 099859431).
The Bonds will be issued outside of France in dematerialised bearer form (dématerialisé au porteur) and will at all times be
represented in book entry form (inscription en compte) in the books of the Account Holders in compliance with articles L.211-3 and
R.211-1 of the French Code monétaire et financier. No physical document of title will be issued in respect of the Bonds.
None of the Bonds or the Shares to be delivered upon exchange of the Bonds have been or will be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any other jurisdiction. The
Bonds are being offered and sold in offshore transactions outside the United States of America in reliance on Regulation S
("Regulation S") under the Securities Act and, except in a transaction exempt from the registration requirements of the Securities Act,
may not be offered, sold or delivered within the United States of America or to or for the benefit of U.S. persons.
An investment in the Bonds involves certain risks. Prospective investors should have regard to the factors described under the
heading "Risk Factors" beginning on page 7 of this Prospectus.

Global Coordinator and Joint Bookrunner
Joint Bookrunner

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2

This Prospectus should be read and construed in conjunction with any Documents Incorporated by Reference
(as defined in "Documents Incorporated by Reference"), each of which shall be incorporated in, and form part
of this Prospectus.
Save in relation to Eurazeo and the Shares as described below, the Issuer, having made all reasonable
enquiries, confirms that this Prospectus contains all information with respect to the Issuer, the Issuer and its
consolidated subsidiaries taken as a whole (the "Crédit Agricole S.A. Group"), the Issuer, the Caisses
Régionales and the Caisses Locales of Crédit Agricole and their consolidated subsidiaries and affiliates taken
as a whole (the "Crédit Agricole Group") and the Bonds which is material in the context of the issue and
offering of the Bonds; such information is true and accurate in all material respects and is not misleading in
any material respect; any opinions or intentions expressed in this Prospectus with regard to the Issuer, the
Crédit Agricole S.A. Group and the Crédit Agricole Group are honestly held or made, have been reached after
considering all relevant circumstances and are based on reasonable assumptions; there are no other facts in
relation to the Issuer, the Crédit Agricole S.A. Group and the Crédit Agricole Group or the Bonds the
omission of which would, in the context of the issue and the offering of the Bonds, make any statement in this
Prospectus misleading in any material respect; and all reasonable enquiries have been made to ascertain and
verify the foregoing. The Issuer accepts responsibility accordingly.
The Joint Bookrunners (as defined in "Subscription and Sale") have not separately verified the information
contained in this Prospectus with respect to the Issuer, the Crédit Agricole S.A. Group and the Crédit Agricole
Group. The Joint Bookrunners make no representation, express or implied, nor accept any responsibility, with
respect to the accuracy or completeness of any of the information in this Prospectus with respect to the Issuer,
the Crédit Agricole S.A. Group and the Crédit Agricole Group or any other information provided by the Issuer
in connection with the offering of the Bonds. The Joint Bookrunners do not accept any liability in relation to
the information contained or incorporated by reference in this Prospectus or any other information provided
by the Issuer in connection with the offering of the Bonds or their distribution.
This Prospectus incorporates or includes publicly available information with respect to Eurazeo, Eurazeo and
its consolidated subsidiaries taken as whole (the "Eurazeo Group") and the Shares. The information relating
to Eurazeo, the Eurazeo Group and the Shares has not been prepared in connection with the offering of the
Bonds and has been derived from public sources and none of the Issuer or the Joint Bookrunners has made
any investigation or inquiry in connection with the offer of the Bonds with respect to such public sources or
the information concerning Eurazeo, the Eurazeo Group and the Shares contained herein. None of the Issuer
and the Joint Bookrunners makes any representation, express or implied, that such publicly available
documents are accurate or complete, and the Issuer and the Joint Bookrunners do not accept any responsibility
with respect to the accuracy or completeness of any such information. The Issuer accepts responsibility for the
correct extraction and reproduction of information relating to Eurazeo, the Eurazeo Group and the Shares
derived from public sources. Eurazeo has not participated in the preparation of this Prospectus or in
establishing the terms of the Bonds. Consequently, there can be no assurance that all events occurring prior to
the date hereof (including events that would affect the accuracy or completeness of the publicly available
documents described in this paragraph or in "Description of Eurazeo and the Shares") that would affect the
trading price of the Shares (and therefore the price of the Bonds) have been publicly disclosed. Subsequent
disclosure of any such events or the disclosure of or failure to disclose material future events concerning
Eurazeo, the Eurazeo Group and the Shares could affect the trading price of the Shares deliverable upon
exchange of Bonds and therefore the trading price of the Bonds.
Further, neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer, the Crédit
Agricole S.A. Group, the Crédit Agricole Group, Eurazeo or the Eurazeo Group since the date hereof or that
there has been no adverse change in the financial position of the Issuer, the Crédit Agricole S.A. Group, the
Crédit Agricole Group, Eurazeo or the Eurazeo Group since the date hereof or that any other information
supplied in connection with offering of the Bonds 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 Joint Bookrunners do not undertake to review the financial condition or affairs of the Issuer, the Crédit
Agricole S.A. Group, the Crédit Agricole Group, Eurazeo or the Eurazeo Group during the life of the Bonds.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Bonds and, if given or made, such

PARIS 3477790
3

information or representation must not be relied upon as having been authorised by the Issuer or the Joint
Bookrunners.
Neither this Prospectus nor any other financial statements are intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer or the Joint
Bookrunners that any recipient of this Prospectus or any other financial statements should purchase, subscribe
for or invest in any Bonds or the Shares or exercise any rights conferred by the Bonds or the Shares.
Each potential purchaser of Bonds should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Bonds should be based upon such investigation as it deems necessary. No
advice is given in respect of the taxation treatment of investors in connection with any investment in the
Bonds and each investor is advised to consult its own professional advisers.
NONE OF THE BONDS OR THE SHARES TO BE DELIVERED UPON EXCHANGE OF THE BONDS
HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY OTHER JURISDICTION. THE BONDS ARE
BEING OFFERED AND SOLD IN OFFSHORE TRANSACTIONS OUTSIDE THE UNITED STATES OF
AMERICA IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND, EXCEPT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OF AMERICA OR
TO OR FOR THE BENEFIT OF U.S. PERSONS.
Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Bookrunners to any person to
subscribe for or to purchase any Bonds. The distribution of this Prospectus and the offering or sale of the
Bonds in certain jurisdictions may be restricted by law. The Issuer and the Joint Bookrunners do not represent
that this Prospectus may be lawfully distributed, or that the Bonds 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 Joint Bookrunners that is intended to permit a public
offering of the Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this 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 Prospectus or any Bonds may come, must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Bonds. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of Bonds in the United States of
America, the United Kingdom and France, see "Subscription and Sale". Any investor purchasing the Bonds is
solely responsible for ensuring that any offer or resale of the Bonds it purchased occurs in compliance with
applicable laws and regulations.
In connection with the issue of the Bonds, Crédit Agricole Corporate and Investment Bank shall act as
stabilising manager (the "Stabilising Manager"). The Stabilising Manager (or persons acting on behalf of any
Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of
the Bonds or of the Shares at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of
the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or
persons acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.

PARIS 3477790
4

TABLE OF CONTENTS
IMPORTANT NOTICE ....................................................................................................................................... 6
RISK FACTORS .................................................................................................................................................. 7
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 21
TERMS AND CONDITIONS OF THE BONDS .............................................................................................. 27
USE OF PROCEEDS ......................................................................................................................................... 55
DESCRIPTION OF THE ISSUER..................................................................................................................... 56
DESCRIPTION OF EURAZEO AND THE SHARES ...................................................................................... 57
TAXATION ....................................................................................................................................................... 68
SUBSCRIPTION AND SALE ........................................................................................................................... 70
GENERAL INFORMATION............................................................................................................................. 72

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IMPORTANT NOTICE
In this document, references to "euro", "EURO", "Euro", "EUR" and "" refer to the currency introduced at
the start of the third stage of European economic and monetary union pursuant to the Treaty on the
Functioning of the European Union and as amended by the Treaty of Amsterdam.

FORWARD-LOOKING STATEMENTS
This Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These
forward-looking statements may be identified by the use of forward-looking terminology, including the terms
"target", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of places throughout this Prospectus and include,
but are not limited to, statements regarding the Issuer's, the Credit Agricole S.A. Group's or the Crédit
Agricole Group's intentions, beliefs or current expectations concerning, among other things, the Credit
Agricole S.A. Group's or the Crédit Agricole Group's business, results of operations, financial position,
liquidity, prospects, growth, strategies and the banking sector.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements are not guarantees of future performance and the actual results
of the Credit Agricole S.A. Group's operations, financial position and liquidity, and the development of the
markets in which the Credit Agricole S.A. Group or the Crédit Agricole Group operate, may differ materially
from those described in, or suggested by, the forward-looking statements contained in this Prospectus. In
addition, even if the Credit Agricole S.A. Group's results of operations, financial position and liquidity, and
the development of the markets and the industries in which the Credit Agricole S.A. Group operates, are
consistent with the forward-looking statements contained in this Prospectus, those results or developments
may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and
other factors could cause results and developments to differ materially from those expressed or implied by the
forward-looking statements.
Forward-looking statements may and often do differ materially from actual results. Any forward-looking
statements in this Prospectus reflect the Issuer's, the Credit Agricole S.A. Group's or the Crédit Agricole
Group's current view with respect to future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Credit Agricole S.A. Group's or the Crédit Agricole
Group's business, results of operations, financial position, liquidity, prospects, growth, strategies and the
banking sector. Investors should specifically consider the factors identified in this Prospectus, which could
cause actual results to differ, before making an investment decision. Subject to all relevant laws, regulations or
listing rules, the Issuer undertakes no obligation publicly to release the result of any revisions to any forward-
looking statements in this Prospectus that may occur due to any change in the Issuer's expectations or to
reflect events or circumstances after the date of this Prospectus.

6

PARIS 3477790

RISK FACTORS
Investors should consider the risks set out in this section entitled "Risk Factors" together with all other
information contained in this Prospectus (including any Documents Incorporated by Reference in this
Prospectus - see "Documents Incorporated by Reference" on page 21 of this Prospectus). Each investor
should also conduct its own research, and consult its own financial, tax and legal advisers, as to the risks and
investment considerations arising from an investment in the Bonds, the appropriate tools to analyse such an
investment and its suitability in the particular circumstances of such investor.
This section contains a description of what the Issuer considers to be the principal risk factors that are
material to an investment in the Bonds. They are not the only risks that the Issuer faces, but are risks the
Issuer considers may affect its ability to fulfil its obligations under, or in respect of, the Bonds. It is possible
that the Issuer is not aware of something that may present a risk or that a risk that it does not consider
material is or becomes material and, in either case, prevents them from fulfilling those obligations.
These risk factors may not occur and the Issuer is not in a position to express any view on the likelihood of
any one of these risks materialising. However, if any of these risks (or any other event not described below)
were to occur, it could result in an investor losing the value of its entire investment in the Bonds or part of it.
In this section, defined terms have the meanings given to them in other sections of this Prospectus, unless
otherwise defined in this section.
Risks relating to the Issuer, the Crédit Agricole S.A. Group and the Crédit Agricole Group
Prospective investors should read carefully the risk factors relating to the Issuer, the Crédit Agricole S.A.
Group and the Crédit Agricole Group appearing notably on pages 99, 100 to 102, 108 to 118, 191 to 267, 287
to 290, 297 to 298, 303, 310 to 325, 332, 342 to 344, 348 to 355, 366 to 368, 430, 434 and 436 to 437 of the
Issuer 2012 RD (as defined in "Documents Incorporated by Reference"), on pages 44 to 123, 139 to 140, 151
to 152, 166 to 180, 186, 196 to 198, 202 to 209 and 220 to 222 of the A.01 of Issuer 2012 RD (as defined in
"Documents Incorporated by Reference") and on pages 105 to 114, 143, 157 to 158, 164, 165 to 171, 175 to
177 of the A.03 of Issuer 2012 RD (as defined in "Documents Incorporated by Reference") which are
incorporated by reference in this Prospectus and available on the website of the Issuer (www.credit-
agricole.com/en/Investor-and-shareholder). Such risks factors must be read and construed in conjunction with
the following risk factors relating to the Issuer, its operations and its organizational structure.
Risks Relating to the Issuer and its Operations
The Issuer is subject to several categories of risks inherent in banking activities
There are four main categories of risks inherent in the activities of the Issuer, which are summarized below.
The risk factors that follow elaborate on or give specific examples of these different types of risks (including
the impact of the recent financial crisis), and describe certain additional risks faced by the Issuer.
·
Credit Risk. Credit risk is the risk of financial loss relating to the failure of a counterparty to honor
its contractual obligations. The counterparty may be a bank, a financial institution, an industrial or
commercial enterprise, a government and its various entities, an investment fund, or a natural
person. Credit risk arises in lending activities and also in various other activities where the Issuer is
exposed to the risk of counterparty default, such as its trading, capital markets, derivatives and
settlement activities. Credit risk also arises in connection with the Issuer's factoring businesses,
although the risk relates to the credit of the counterparty's customers, rather than the counterparty
itself.

·
Market and Liquidity Risk. Market risk is the risk to earnings that arises primarily from adverse
movements of market parameters. These parameters include, but are not limited to, foreign
exchange rates, bond prices and interest rates, securities and commodities prices, derivatives
prices, credit spreads on financial instruments and prices of other assets such as real estate.
Liquidity is also an important component of market risk. In instances of little or no liquidity, a
market instrument or transferable asset may not be negotiable at its estimated value (as was the
case for some categories of assets in the recent disrupted market environment). A lack of liquidity
7

PARIS 3477790

can arise due to diminished access to capital markets, withdrawal of deposits by customers,
unforeseen cash or capital requirements or legal restrictions.
Market risk arises in trading portfolios and in non-trading portfolios. In non-trading portfolios, it
encompasses:
- the risk associated with asset and liability management, which is the risk to earnings arising
from asset and liability mismatches in the banking book or in the insurance business. This risk
is driven primarily by interest rate risk;
- the risk associated with investment activities, which is directly connected to changes in the
value of invested assets within securities portfolios, which can be recorded either in the income
statement or directly in shareholders' equity; and;
- the risk associated with certain other activities, such as real estate, which is indirectly
affected by changes in the value of negotiable assets.

·
Operational Risk. Operational risk is the risk of losses due to inadequate or failed internal
processes, or due to external events, whether deliberate, accidental or natural occurrences. Internal
processes include, but are not limited to, human resources and information systems, risk
management and internal controls (including fraud prevention). External events include floods,
fires, windstorms, earthquakes or terrorist attacks.

·
Insurance Risk. Insurance risk is the risk to earnings due to mismatches between expected and
actual claims. Depending on the insurance product, this risk is influenced by macroeconomic
changes, changes in customer behavior, changes in public health, pandemics, accidents and
catastrophic events (such as earthquakes, windstorms, industrial disasters, or acts of terrorism or
war).
Recent economic and financial conditions in Europe have had and may continue to have an impact on
the Crédit Agricole S.A. Group and the markets in which it operates
European markets have recently experienced significant disruptions as a result of concerns regarding the
ability of certain countries in the euro-zone to refinance their debt obligations, limited economic growth and
political uncertainty in certain countries. These disruptions have caused volatility in the exchange rate of
the euro against other major currencies, affected the levels of stock market indices and created uncertainty
regarding the near-term economic prospects of countries in the European Union as well as the quality of
debt obligations of sovereign debtors in the European Union. There has also been an indirect impact on
financial markets and economies, in Europe and worldwide.
The Issuer's business has been affected by these conditions. The Issuer has recorded significant
impairment charges in respect of sovereign bonds, loan portfolios and equity investments, as well as
increased cost of risk, in the most significantly affected countries, including Italy and Spain. The Issuer
has also recorded goodwill impairment and restructuring charges in respect of its corporate and investment
banking subsidiary, in respect of its consumer finance subsidiaries both in France and Italy, and in
respect of its Italian retail banking subsidiary. As a result of these charges, the Crédit Agricole S.A. Group
recorded a significant net loss in 2012.
In addition to these direct impacts, the Issuer has been indirectly affected by the spread of the euro- zone
crisis, which has affected most countries in the euro-zone, including its home market of France. The credit
ratings of French sovereign obligations were downgraded by rating agencies in 2011, 2012 and 2013,
resulting in mechanical downgrading of the credit ratings by the same agencies of French commercial
banks' senior debt issues, including those of the Issuer. In addition, anti-austerity sentiment has led to
political uncertainty in certain European countries, particularly in Italy, where the Issuer has significant
banking activities.
In addition, the perception of the impact of the European crisis on French banks made certain market
participants, such as U.S. money market funds, less willing to extend financing to French banks than they
were in the past, temporarily reducing the access of French banks, including the Issuer, to liquidity,
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particularly in U.S. dollars. This situation was particularly severe in 2011, and has eased somewhat in
recent months, but there can be no assurance that the adverse market environment will not return.
If economic or market conditions in France, Italy or elsewhere in Europe were to deteriorate further,
particularly in the context of an exacerbation of the sovereign debt crisis (such as a sovereign default or the
perception that a sovereign might withdraw from the euro), the markets in which the Issuer operates
could be more significantly disrupted, and its business, results of operations and financial condition could
be adversely affected.
The global financial crisis, including disruptions in global credit markets, has had an adverse impact on
the Crédit Agricole Group's earnings and financial condition, and may continue to have an adverse
impact in the future
The Crédit Agricole Group's activities, earnings and financial condition were affected by the significant and
unprecedented disruptions in the financial markets, in particular in the primary and secondary debt
markets, that occurred from 2007 to 2009, and that continue to weigh on financial markets globally. If
adverse market conditions continue or worsen, the Crédit Agricole Group's results of operations could be
adversely influenced.
During the global financial crisis, reflecting concern about the stability of the financial markets generally
and the strength of counterparties, many market lenders and institutional investors reduced or ceased
providing funding to borrowers, including to other financial institutions. This market turmoil and the
tightening of credit led to an increased level of commercial and consumer delinquencies, a lack of consumer
confidence, increased market volatility, steep declines in stock market indices and a widespread reduction of
business activity generally. Conditions in the debt markets included reduced liquidity and increased credit
risk premiums, which significantly increased the cost of market debt funding. The significant disruption
of the secondary debt market exacerbated these conditions and reduced the availability of financing for new
loan production.
The disruptions to the financial markets included the disappearance of trading markets for many complex
assets, particularly those based on subprime mortgage loans, mostly originated in the U.S.. The resulting
uncertainty regarding asset values led to substantial write-downs on the books of global financial institutions,
including the Crédit Agricole Group. Other asset categories were also impacted as institutions sold them to
meet liquidity needs. Adverse conditions spread to the economy generally as the lack of liquidity in
financial markets increased the cost and diminished availability of financing for businesses. A significant
renewal of these market disruptions could have an adverse impact on the Crédit Agricole Group's results of
operations and financial condition.
Legislative action and regulatory measures in response to the global financial crisis may materially
impact the Crédit Agricole Group and the financial and economic environment in which it operates
Legislation and regulations have recently been enacted or proposed with a view to introducing a number of
changes, some permanent, in the global financial environment. While the objective of these new
measures is to avoid a recurrence of the financial crisis, the impact of the new measures could be to change
substantially the environment in which the Crédit Agricole Group and other financial institutions operate.
The new measures that have been or may be adopted include more stringent capital and liquidity
requirements (particularly for large global institutions and groups such as the Crédit Agricole Group), taxes
on financial transactions, limits or taxes on employee compensation over specified levels, limits on the types
of activities that commercial banks can undertake (particularly proprietary trading and investment and
ownership in private equity funds and hedge funds) or new ring-fencing requirements relating to certain
activities, restrictions on certain types of financial activities or products such as derivatives, mandatory
write-down or conversion into equity of certain debt instruments, enhanced recovery and resolution
regimes, revised risk-weighting methodologies (particularly with respect to insurance businesses) and the
creation of new and strengthened regulatory bodies. Some of the new measures are proposals that are under
discussion and that are subject to revision and interpretation, and need adapting to each country's framework
by national regulators. In particular, French banking authorities may decide to accelerate the phasing in of
the deduction from common equity tier 1 items of certain intangible assets like goodwill. For further
information, see "--French law currently in force and European legislative proposals regarding the
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resolution of financial institutions may require the write-down or conversion to equity of certain debt
instruments in case the Issuer is deemed to be at the point of non-viability"
As a result of some of these measures, the Crédit Agricole Group may have to further reduce the size of
certain of its activities in order to allow it to comply with the new requirements. This could lead to reduced
consolidated revenues and profits in the relevant activities, the reduction or sale of certain operations and
asset portfolios, and asset impairment charges.
Moreover, the general political environment has evolved unfavourably for banks and the financial industry,
resulting in additional pressure on the part of legislative and regulatory bodies to adopt more stringent
regulatory measures, despite the fact that these measures can have adverse consequences on lending and
other financial activities, and on the economy. Because of the continuing uncertainty regarding the new
legislative and regulatory measures, it is not possible to predict what impact they will have on the Crédit
Agricole Group.
European and French legislative and regulatory initiatives regarding compensation may have a significant
impact on the Crédit Agricole Group's corporate and investment banking activities
Legislative and regulatory initiatives that have recently been adopted in Europe and France could
significantly change the structure and amount of compensation paid to certain employees, particularly in the
corporate and investment banking segment. These initiatives will prohibit the payment of cash bonuses that
exceed the fixed compensation of these employees (or two times the compensation of these employees,
subject to shareholder approval), as well as place limits on share-based bonuses. The potential impact of
these initiatives is difficult to predict. They could lead to a significant increase in fixed compensation
demanded by qualified employees, in which case the Crédit Agricole Group's cost base would become less
flexible, potentially resulting in lower net income during market downturns compared to the net income
that would be realized with a more variable compensation structure. In addition, these initiatives may
make it more difficult to attract or retain qualified employees in the corporate and investment banking
segment.
The Issuer, along with its corporate and investment banking subsidiary, must maintain high credit
ratings, or their business and profitability could be adversely affected
Credit ratings are important to the liquidity of the Issuer and the liquidity of its affiliates that are active in
financial markets (principally the corporate and investment banking subsidiary, Crédit Agricole Corporate
and Investment Bank). A downgrade in credit ratings could adversely affect the liquidity and competitive
position of the Issuer or Crédit Agricole Corporate and Investment Bank, increase borrowing costs, limit
access to the capital markets or trigger obligations in the Crédit Agricole Group's covered bond program or
under certain bilateral provisions in some trading and collateralized financing contracts. The Issuer's long
term credit ratings were downgraded by Moody's and S&P in 2011 and 2012 and by Fitch in 2011 and
2013 and there can be no assurance that further downgrades will not occur.
The Issuer's cost of obtaining from market investors long-term unsecured funding, and that of Crédit
Agricole Corporate and Investment Bank, is directly related to their credit spreads (the amount in excess of
the interest rate of government securities of the same maturity that is paid to debt investors), which in turn
depend to a certain extent on their credit ratings. Increases in credit spreads can significantly increase
the Issuer's or Crédit Agricole Corporate and Investment Bank's cost of funding. Changes in credit spreads
are continuous, market- driven, and subject at times to unpredictable and highly volatile movements. Credit
spreads are also influenced by market perceptions of creditworthiness. In addition, credit spreads may be
influenced by movements in the cost to purchasers of credit default swaps referenced to the Issuer's or
Crédit Agricole Corporate and Investment Bank's debt obligations, which are influenced both by the credit
quality of those obligations, and by a number of market factors that are beyond the control of the Issuer and
Crédit Agricole Corporate and Investment Bank.
The Issuer's risk management policies, procedures and methods may leave it exposed to unidentified or
unanticipated risks, which could lead to material losses
The Issuer has devoted significant resources to developing its risk management policies, procedures and
assessment methods and intends to continue to do so in the future. Nonetheless, its risk management

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Document Outline

IMPORTANT NOTICE
RISK FACTORS
DOCUMENTS INCORPORATED BY REFERENCE
TERMS AND CONDITIONS OF THE BONDS
1. Authorizations
2. Number and nominal value of the Bonds
3. Nature, form, title and delivery
4. Issue price
5. Interest
6. Redemption and purchase
- (a) Redemption at maturity
- (b) Early redemption at the Issuers option
  - (A) The Issuer may, at any time, purchase Bonds at any price and at any conditions, whether on or off market, whether by means of a public or private cash offer or exchange offer or otherwise.
  - (B) The Issuer may, at its discretion but subject to having previously notified the Bondholders in accordance with paragraph (E) below, at any time from 6 December 2015, redeem all the Bonds that remain outstanding at their nominal value, if the arith...
  - In the event Additional Shares (as defined in Clause 16(b)(5) (Maintenance of the rights of the Bondholders)) would be deliverable upon exercise of the Exchange Option, the Issuer may, at its discretion but subject to having previously notified the Bo...
  - (C) The Issuer may also, at its discretion but subject to having previously notified the Bondholders in accordance with paragraph (E) below, at any time redeem all the Bonds that remain outstanding at their nominal value, if such Bonds represent less ...
  - (D) In the case of an All-Cash Offer or a Part-Cash Offer (as defined in Clause 16(b)(5)(ii)(b) (Maintenance of the rights of the Bondholders)) to which the Issuer has decided to deliver all of the same shares included in the Underlying Shares that it...
  - (a) the nominal value of the Bonds; and
  - (b) the sum of (i) the market value of the shares included in the Underlying Shares following the Public Offer Closing Date calculated by applying mutatis mutandis the calculation method set out in the Redemption Market Value set forth in Clause 6(a) ...
  - (E) In the case of an early redemption pursuant only to paragraphs (B), (C) and (D) above, the Bondholders will retain the right to exercise the Exchange Option in accordance with the terms set forth in Clause 15 (Exchange Option for shares included i...
  - The decision of the Issuer to redeem the Bonds early in the cases referred to in paragraphs (B), (C) and (D) will be published by the Issuer in accordance with Clause 17 (Notices), at the latest 25 Business Days prior to the early redemption date. The...
  - (F) In the case of an early redemption pursuant only to paragraph (C) above, the Issuer may exercise its Share Redemption Option in accordance with the procedures set forth in Clause 6(a) (Redemption at maturity) above. Such procedures shall apply mut...
  - (G) In the case of an early redemption and so long as the Bonds are listed on the Euro MTF market managed by the Luxembourg Stock Exchange, the Luxembourg Stock Exchange will be informed of such redemption.
- (c) Early redemption at the Bondholders option in case of Change of Control or Delisting
- (d) Cancellation
- (e) Bondholder information
7. Further issues
8. Status of the Bonds and negative pledge
9. Representation of the Bondholders
- (i) Legal personality
- (ii) Representative
  - (A) the Issuer, the members of its Board of Directors (conseil dadministration), Eurazeo, the members of its Management Board (directoire) or Supervisory Board (conseil de surveillance), their respective statutory auditors, their employees and their ...
  - (B) companies guaranteeing all or part of the obligations of the Issuer, their respective managers (gérants), general managers (directeurs généraux), members of their Board of Directors (conseil dadministration), Management Board (directoire) or Supe...
  - (C) companies holding 10 per cent. or more of the share capital of the Issuer or companies having 10 per cent. or more of their share capital held by the Issuer; or
  - (D) persons to whom the practice of banker is forbidden or who have been deprived of the right of directing, administering or managing an enterprise in whatever capacity.
- (iii) Powers of Representative
- (iv) General Meeting
- (v) Powers of the General Meetings
- (vi) Information to Bondholders
- (vii) Expenses
- (viii) Single Masse
10. Taxation
11. Payment and centralisation of the exercise procedure
12. Payments
- (a) Payment method
- (b) Partial payments and/or deliveries
- (c) Payment on Business Days
13. Prescription
14. Events of Default
- (a) Non-payment
- (b) Breach of other obligations
- (c) Insolvency
15. Exchange Option for shares included in the Underlying Shares
- (a) Nature of the Exchange Option and the Exchange Ratio
  - (i) either the delivery of Shares at a rate of one Share per Bond subject to the terms of Clause 16 (Maintenance of the rights of the Bondholders) (the Exchange RatioŽ), or, as the case may be, the Underlying Shares in such proportion per Bond as det...
  - (ii) instead of the delivery of Shares or, as the case may be, the Underlying Shares, the payment of the Cash Exchange Value (as such is defined in Clause 15(d) (Exercise of the Exchange Option)); or,
  - (iii) any combination per Bond of the delivery of Shares (within the limit of the Exchange Ratio in effect) or, as the case may be, shares included in the Underlying Shares (within the limit of the number of shares included in the Underlying Shares) i...
- (b) Exercise Period
- (c) Rights attached to the shares included in the Underlying Shares delivered
- (d) Exercise of the Exchange Option
  - (i) Exercise Notice
  - (1) the name or company name and address of the Bondholder;
  - (2) the number and total nominal value of the Bonds presented for exchange;
  - (3) the details of the securities account with the Account Holder or, as the case may be, his account holder, from which the Bonds presented for exchange will be debited;
  - (4) irrevocable instructions to immediately debit the Bonds from the securities account of the Bondholder for the benefit of the Principal Paying and Exchange Agent pending exchange;
  - (5) a declaration confirming that the Bonds are not subject to any security or third parties interests;
  - (6) representations and warranties from the relevant Bondholder to the effect that (i) at the time of the execution and delivery of the Exercise Notice, the Bondholder is neither a U.S. person nor acting on behalf of a U.S. person and is located outsi...
  - (7) the references of the securities account(s) with the Account Holder, or, as the case may be, the Bondholders account holder to which, if required, the shares included in the Underlying Shares are to be credited;
  - (8) the references of the cash account with the Account Holder or, as the case may be, the Bondholders account holder to which, if required, any cash is to be credited;
  - (9) an authorization to disclose the Exercise Notice in the context of any administrative or judicial procedure; and
  - (10) an irrevocable instruction to transmit or cause to be transmitted a copy of the Exercise Notice after it has been duly completed to the Principal Paying and Exchange Agent as soon as possible.
  - (ii) Exercise Date
  - (iii) Decision Date
  - (iv) Number of shares included in the Underlying Shares to be delivered
  - (v) Cash Exchange Value
  - (vi) Combination of shares included in the Underlying Shares and Additional Cash Exchange Payment
  - (vii) Settlement date (the Settlement DateŽ)
  - (viii) Definition of Business DayŽ, of Trading DayŽ, and of Regulated MarketŽ
- (e) Suspension of the Exchange Option
- (f) Settlement of fractional number of shares included in the Underlying Shares
16. Maintenance of the rights of the Bondholders
- (a) In the event of a reduction in share capital resulting from losses
- (b) In the event of certain financial transactions
  - (1) financial transactions carried out by the company having issued the Shares conferring listed preferential subscription rights or by free allocation of listed warrants;
  - (2) increase in the share capital of the company having issued the Shares through the capitalisation of reserves, profits or premiums and free allocation of Shares, division or consolidation of Shares;
  - (3) increase in the share capital of the company having issued the Shares through the capitalisation of reserves, profits or premiums by means of increasing the nominal value of the Shares;
  - (4) free allocation or distribution by the company having issued the Shares to the holders of the Shares of (i) financial instruments issued by the company having issued the Shares other than Shares or (ii) portfolio financial instruments other than o...
  - (5) (a) absorption of the company having issued the Shares by another company or merger of the company having issued the Shares with one or more other companies into a new company (fusion) or (b) demerger (scission) of the company having issued the Sh...
  - (6) repurchase by the company having issued the Shares of its own Shares at a price greater than their trading price in the context of a Public Offer in which the Issuer could participate; and
  - (7) surplus of dividend or distribution coming from net profits, retained earnings, reserves, premiums or capital paid in cash by the company having issued the Shares.
- (a) In case of financial transactions comprising listed preferential subscription rights, the new Exchange Ratio will be equal to the Exchange Ratio in effect prior to the commencement of such transaction multiplied by the following ratio:
- (b) In case of financial transactions by way of free allocation by the company having issued the Shares of listed warrants to the holders of Shares with a possibility of a related placement of financial instruments upon exercise of the warrants not ex...
  - (i) Absorption, merger (fusion), demerger (scission), spin-off (apport-scission/scission partielle) or free allocation or distribution by the company having issued the Shares of dividend in already issued Shares or portfolio ordinary shares
  - (ii) Public offers targeting the Shares
- (a) General provisions
  - (i) at the latest, immediately after the Acceptance Date (as defined below), the decision of the Issuer to accept or reject the Public Offer;
  - (ii) only in the event of an acceptance of the Public Offer, as soon as possible, but in any event no later than five Business Days after the Public Offer Closing Date (as defined below), the amount and the nature of the consideration per shar...
  - (iii) only in the event of an acceptance of the Public Offer, as soon as possible after the results of the Public Offer have been made public, if the initiator renounces to the Public Offer, and as soon as possible if the Public Offer has close...
- (b) Acceptance of a Public Offer - Compulsory squeeze-out
- (c) Definitions
- Adjustments of Thresholds of Dividends Distributed Per Share
- (c) Retroactive adjustments
  - (1) on or prior to an Exercise Date but which has not been taken into account in (i) the Exchange Ratio in effect on such Exercise Date or (ii) the Underlying Shares; or
  - (2) between an Exercise Date and the Settlement Date (excluded),
- (d) Adjustments in respect of Substitute Shares and/or Additional Shares
  - (1) in the event Substitute Shares would be deliverable upon exercise of the Exchange Option, (i) all references to Eurazeo or the company having issued the Shares will be replaced by references to the company having issued the Substitute Shares and...
  - (2) in the event Additional Shares would be deliverable upon exercise of the Exchange Option, (i) all references to Eurazeo or the company having issued the Shares (or, as the case may be, the Substitutes Shares) shall be read and construed as refere...
- (e) Notification of adjustments
17. Notices
18. Financial Information
19. Applicable Law and Jurisdiction
USE OF PROCEEDS
DESCRIPTION OF THE ISSUER
DESCRIPTION OF EURAZEO AND THE SHARES
TAXATION
- 1. French withholding tax in respect of the Bonds
3. Financial Transaction Tax
SUBSCRIPTION AND SALE
GENERAL INFORMATION