Bond Crédit Agricole SA 6.875% ( USF2R125CF03 ) in USD

Crédit Agricole SA

100 % ▲

France

USF2R125CF03 ( in USD )

6.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Crédit Agricole USF2R125CF03 en USD 6.875%, maturity Perpetual

200 000 USD

1 250 000 000 USD

F2R125CF0

BBB- ( Lower medium grade - Investment-grade )

N/A

27/02/2026 ( In 115 days )

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 USD, with the ISIN code USF2R125CF03, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code USF2R125CF03, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs")
WITHIN THE MEANING OF RULE 144A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
(2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE UNITED
STATES.
IMPORTANT: Investors must read the following before continuing. The following applies to the prospectus (the "Prospectus")
following this page, and investors are therefore advised to read this carefully before accessing, reading or making any other use of the
Prospectus. In accessing the Prospectus, investors agree to be bound by the following terms and conditions, including any modifications
to them any time investors receive any information from the Issuer as a result of such access.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NOTHING IN THIS ELECTRONIC
TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
MAKE SUCH AN OFFER. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE
STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF OTHER JURISDICTIONS.
Confirmation of Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the
securities, investors must be either (1) QIBs (within the meaning of Rule 144A under the Securities Act) or (2) non-U.S. persons outside
the United States. This Prospectus is being sent to the recipient at its request and by accepting the e-mail and accessing this
Prospectus, recipients shall be deemed to have represented to the Issuer and the Managers that (1) such recipient and any customers
it represents are either (a) QIBs or (b) non-U.S. persons located and receiving this electronic transmission outside the United States
and (2) that the recipient consents to delivery of such Prospectus by electronic transmission.
Recipients are reminded that this Prospectus has been delivered to the recipient on the basis that it is a person into whose possession
this Prospectus may be lawfully delivered in accordance with the laws of jurisdiction in which the recipient is located and the recipient
may not, nor is the recipient authorized to, deliver this Prospectus to any other person.
The terms of the issue of the Notes described in this Prospectus are not yet final and are subject to updating, further detailed negotiation,
amendment, verification and completion. The Prospectus is an advertisement and is not a prospectus for the purposes of Directive
2003/71/EC of the European Parliament and of the Council dated November 4, 2003, as amended, which includes the amendments
made by Directive 2010/73/EU of the European Parliament and of the Council dated November 24, 2010 (as amended, the "Prospectus
Directive"). A final prospectus will be prepared and made available in accordance with the Prospectus Directive. Application will be
made to the Autorité des marchés financiers (the "AMF") for approval of the final prospectus in its capacity as competent authority in
France under the Prospectus Directive. Application will be made for the Notes to be listed and admitted to trading on the regulated
market of Euronext in Paris.
This communication has not been approved by an authorized person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended) ("FSMA"). Accordingly, this communication is only for distribution to and directed at: (i) in the United
Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth entities falling within Article
49(2)(a) to (d) of the Order; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be
lawfully distributed (all such persons together being referred to as "Relevant Persons"). The Notes are only available to, and any
invitation, offer, or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The Prospectus may only be communicated in France to (i) persons providing investment services relating to portfolio management for
the account of third parties (personnnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés) acting for their own account as defined in, and in accordance with, Articles L.411- 1,
L.411- 2 and D.411- 1 of the French Code monétaire et financier and applicable regulations thereunder.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place
where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to
be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.
This Prospectus has been sent to the recipient in an electronic form. The recipient is reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer or any of the
Managers named herein, nor any person who controls any of them, nor any director, officer, employee or agent of any of them or affiliate
of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to
recipients in electronic format and the hard copy version available to recipients on request from the Issuer or any of the Managers
named herein.

PROSPECTUS
STRICTLY CONFIDENTIAL

US$1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes
Series US 2019-1
Issue Price for the Notes: 100%
Crédit Agricole S.A. is offering US$1,250,000,000 principal amount of its Undated Deeply Subordinated Additional
Tier 1 Fixed Rate Resettable Notes Series US 2019-1 (the "Notes").
The Notes will be issued by Crédit Agricole S.A. (the "Issuer") and will constitute direct, 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 will bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms
and Conditions of the Notes"), payable (subject to cancelation as described below) semi-annually in arrears on
March 23 and September 23 of each year (each an "Interest Payment Date", subject to business day adjustments
as described herein), from (and including) February 27, 2019 (the "Issue Date") to (but excluding) September 23,
2024 (the "First Call Date") at the rate of 6.875% per annum. The first payment of interest will be made on March
23, 2019 in respect of the short Interest Period from (and including) the Issue Date to (but excluding) the first Interest
Payment Date (March 23, 2019). The rate of interest will reset on the First Call Date and on every Interest Payment
Date that falls closest to five, or a multiple of five, 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 Relevant Maximum Distributable Amount is insufficient, or if the Relevant Regulator requires
such interest to be canceled. Interest that is canceled will not be due on any subsequent date, and the non-payment
will not constitute a default by the Issuer.
The 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%. Holders may lose some or substantially all of their
investment in the Notes as a result of such a write-down. Following such reduction, the Current Principal Amount
may, at the Issuer's discretion, be reinstated up to the Original Principal Amount 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 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 on the First Call Date or
any Reset Date thereafter at their Original Principal Amount, or upon the occurrence of certain Tax Events or a
Capital Event (each as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes") at the Current
Principal Amount, in each case plus any accrued and unpaid interest, and subject in each case to approval by the
Relevant Regulator. If a Capital Event, Tax Event or Alignment Event has occurred and is continuing in respect of
the Notes, the Issuer may substitute all of such Notes or modify 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 7.7 (Substitution
and Variation)).
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European
Parliament and of the Council dated November 4, 2003, as amended (the "Prospectus Directive").
Application has been made to list and admit to trading the Notes, as of their issue date, 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 April 21, 2004.
The Notes are expected to be rated BBB- by Fitch France S.A.S. ("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

i

December 20, 2018). 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 15 below for risk
factors relevant to an investment in the Notes.
The Notes wil be issued in registered form in denominations of US$200,000 and integral multiples of US$1,000 in
excess thereof. Delivery of the Notes will be made on or about February 27, 2019, in book-entry form only, through
the facilities of The Depository Trust Company ("DTC"), for the accounts of its participants, including Clearstream
Banking, S.A. ("Clearstream, Luxembourg"), and Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to qualified institutional buyers
("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A") and (2) outside the United
States to non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S").
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A.
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.

In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and its General
Regulations (Règlement général), in particular Articles 211-1 to 216-1, the AMF has granted to this Prospectus the
visa n°19-056 on February 21, 2019. This Prospectus has been prepared by the Issuer and its signatories assume
responsibility for it. In accordance with Article L.621-8-1-I of the French Code monétaire et financier, the visa has
been granted following an examination by the AMF of "whether the document is complete and comprehensible, and
whether the information in it is coherent." It does not imply that the AMF has verified the accounting and financial
data set out in it and the appropriateness of the issue of the Notes.
Sole Bookrunner and Global Coordinator
Crédit Agricole CIB

Joint Lead Managers
BMO Capital Markets
BofA Merrill Lynch
Citigroup
J.P. Morgan
Standard Chartered
Bank

The date of this Prospectus is February 21, 2019.

ii

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,
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, in making an investment decision. Prospective investors should also
read and consider the information in the documents to which the Issuer has referred them under the
caption "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of the
Notes. The Issuer and the Managers reserve the right to reject any offer to purchase for any reason.
Neither the Securities and Exchange Commission (the "SEC"), any state securities commission
nor any other regulatory authority, has approved or disapproved of the Notes; nor have any of
the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
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 or sold, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act or such state securities laws. The Notes are being
offered and sold in the United States only to Qualified Institutional Buyers (as defined in Rule 144A)
and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities
Act.
In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the
United States by a dealer (whether or not it is participating in the offering) may violate the registration
requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer and the Managers require persons in whose possession this Prospectus
comes to inform themselves about and to observe any such restrictions. This Prospectus does not
constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such
offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it implies that
there has been no change in the Issuer's affairs or that the information contained or incorporated by
reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Prospectus and the purchase, offer or sale of the Notes; and
obtain any consent, approval or permission required to be obtained by them for the purchase,
offer or sale by them of the Notes under the laws and regulations applicable to them in force in
any jurisdiction to which they are subject or in which they make such purchases, offers or sales;
and neither the Issuer nor the Managers shall have any responsibility therefor.

iii

By purchasing the Notes, investors will be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
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
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the "Insurance Mediation 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 Directive, as amended. The expression an "offer" includes the communication
in any form and by any means of sufficient information on the terms of the offer and the Notes to be
offered so as to enable an investor to decide to purchase or subscribe the Notes. 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.
MiFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of each 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 February 5, 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.
Restrictions on marketing and sales to retail investors
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes
to retail investors.
In particular, in June 2015, the U.K Financial Conduct Authority ("FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the "PI
Instrument").
In addition, (i) on January 1, 2018, the provisions of the PRIIPs Regulation became directly applicable
in all EEA member states and (ii) MiFID II was required to be implemented in EEA member states by
January 3, 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the
"Regulations".
The Regulations set out various obligations in relation to (i) the manufacturing and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based
investment products and certain contingent write-down or convertible securities, such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein) including the Regulations.
Certain of the Managers are required to comply with the Regulations. By purchasing, or making or
accepting an offer to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or
any Manager, each prospective investor represents, warrants, agrees and undertakes to the Issuer and
each of the Managers that:
iv

1.
it is not a retail client (as defined in MiFID II);
2.
whether or not it is subject to the Regulations, it will not:
(a)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in
MiFID II) or
(b)
communicate (including the distribution of this document) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client (as defined in MiFID II).
In selling or offering the Notes or making or approving communications relating to the Notes, it
may not rely on the limited exemptions set out in the PI Instrument; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Notes (or any beneficial interests therein), including (without limitation) MiFID II and any other
applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purposes of the product governance
obligations in MiFID II), taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on February 5, 2018, is eligible counterparties and professional
clients only; and
(ii)
no key information document (KID) under the PRIIPs Regulation 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer or any
Manager, the foregoing representations, warranties, agreements and undertakings will be given by and
be binding upon both the agent and its underlying client.
Prospective investors acknowledge that they have not relied on the Managers or any person affiliated
with the Managers in connection with their investigation of the accuracy of such information or their
investment decision. In making an investment decision, prospective investors must rely on their own
examination of the Issuer and the terms of this offering, including the merits and risks involved.
The Issuer and the Managers reserve the right to withdraw this offering at any time before closing, to
reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount of Notes
offered by this Prospectus.
The Managers are not making any representation or warranty, express or implied, as to the accuracy
or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Managers, whether as to the past or the future.
The Managers assume no responsibility for the accuracy or completeness of such information.
Neither the Managers, nor the Issuer, nor any of their respective 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 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 or possess or distribute this Prospectus, and they must obtain all applicable
consents and approvals. Neither the Managers nor the Issuer shall have any responsibility for any of
the foregoing legal requirements.
v

Notwithstanding anything herein to the contrary, investors may disclose to any and all persons, without
limitation of any kind, the U.S. federal or state income tax treatment and tax structure of this offering
and all materials of any kind (including opinions or other tax analyses) that are provided to the investors
relating to such tax treatment and tax structure. However, any information relating to the U.S. federal
income tax treatment or tax structure shall remain confidential (and the foregoing sentence shall not
apply) to the extent reasonably necessary to enable any person to comply with applicable securities
laws. For this purpose, "tax structure" means any facts relevant to the U.S. federal or state income tax
treatment of this offering but does not include information relating to the identity of the issuer of the
Notes, the issuer of any assets underlying the Notes, or any of their respective affiliates that are offering
the Notes.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will furnish upon the request of a holder of the Notes or of a beneficial owner
of an interest therein, or to a prospective purchaser of such Notes or beneficial interests designated by
a holder of the Notes or a beneficial owner of an interest therein to such holder, beneficial owner or
prospective purchaser, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities
Act, if at the time of such request, the Issuer is not a reporting company under Section 13 or
Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or
exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
NOTICE TO PROSPECTIVE INVESTORS
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Prospectus. 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 Managers that any recipient
of this Prospectus or any other financial statements should purchase the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this
Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary.
None of the Managers undertakes to review the financial condition or affairs of the Issuer during the life
of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in
the Notes of any information coming to the attention of any of the Managers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
it purchases occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Manager(s) named as the stabilizing manager(s) (if any)
(the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s)) may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing
Manager(s) (or persons acting on behalf of a Stabilizing Manager(s)) will undertake stabilization action.
In connection with any series of Notes listed on a regulated market in the European Union, any
stabilization action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the relevant series of Notes is made and, if begun, may be ended at any time, but it must
end no later than the earlier of thirty (30) calendar days after the issue date of the relevant series of
Notes and sixty (60) calendar days after the date of the allotment of the relevant series of Notes. Any
stabilization action or over-allotment must be conducted by the relevant Stabilizing Manager(s) (or
persons acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws and rules.
This Prospectus has not been approved by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (as amended) ("FSMA"). Accordingly, this Prospectus is only
for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended) (the "Order") and high net worth entities falling
within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside the United Kingdom; and (iii) any
vi

other person to whom it can otherwise be lawfully distributed (all such persons together being referred
to as "Relevant Persons"). The Notes are only available to, and any invitation, offer, or agreement to
subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons.
Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The Prospectus may only be communicated in France to (i) persons providing investment services
relating to portfolio management for the account of third parties (personnnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier and applicable
regulations thereunder.
The direct or indirect distribution to the public in France of any Notes so acquired by those investors
may be made only as provided by Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L. 621-8-3 of the
French Code monétaire et financier and applicable regulations thereunder.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the
European Economic Area (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances
in which no obligation arises for the Issuer or any Joint Lead Manager, Bookrunner or Co-Manager to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the
Issuer nor any Joint Lead Manager, Bookrunner or Co-Manager have authorized, nor do they authorize,
the making of any offer of the Notes in circumstances in which an obligation arises for the Issuer or any
Joint Lead Manager, Bookrunner or Co-Manager to publish or supplement a prospectus for such offer.
As used in this paragraph, the expression "Prospectus Directive" means Directive 2003/71/EC (as
amended, including by the 2010 PD Amending Directive) and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU of the European Parliament and of the Council dated November 24, 2010, as
amended.
The Notes are not being offered or sold and will not be offered or sold in Hong Kong, by means of any
document, the Notes other than (a) to "professional investors" as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other
circumstances that do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or that do not constitute an offer to the public within the meaning of
that Ordinance; and no advertisement, invitation or document relating to the Notes has been or will be
issued or has been or will be in the possession of the Managers for the purposes of issue, whether in
Hong Kong or elsewhere, that is directed at, or the contents of which are likely to be accessed or read
by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other
than with respect to Notes which are or are intended to be disposed of only to persons outside Hong
Kong or only to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571)
and any rules made under that Ordinance.
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law
of Japan (Act No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law").
Accordingly, each of the Managers has represented and agreed that it has not, directly or indirectly,
offered or sold and will not, directly or indirectly, offer or sell the Notes in Japan or to, or for the benefit
of, a resident of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to, or for
the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with the Financial Instruments and Exchange Law and other relevant
laws and regulations of Japan. As used in this paragraph, a "resident of Japan" means any person
resident in Japan.
The Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the
People's Republic of China (the "PRC") (for such purposes, not including the Hong Kong and Macau
Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
vii

Each Manager has acknowledged that this Prospectus has not been registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, each Manager has represented, warranted and
agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an
invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made
the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it
circulate or distribute, this Prospectus or any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person
in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and
Futures Act (Chapter 289) of Singapore, as modified and amended from time to time (the "SFA"))
pursuant to Section 274 of the SFA, (ii) to a relevant person pursuant (as defined in Section 275(2) of
the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA,
and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which
is:
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of
that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be
transferred within six months after that corporation or that trust has acquired the Notes pursuant to an
offer made under Section 275 of the SFA except:
to an institutional investor or to a relevant person, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
where no consideration is or will be given for the transfer;
where the transfer is by operation of law; or
as specified in Section 276(7) of the SFA.
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA,
the Issuer has determined, and hereby notifies all relevant persons (as defined in section 309A(1) of
the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).

viii

TABLE OF CONTENTS
OVERVIEW ............................................................................................................................................. 1
BUSINESS ........................................................................................................................................ 1
REGULATORY CAPITAL RATIOS .................................................................................................. 2
THE OFFERING ............................................................................................................................... 3
SELECTED FINANCIAL INFORMATION ...................................................................................... 11
RISK FACTORS .................................................................................................................................... 15
FORWARD-LOOKING STATEMENTS ................................................................................................. 39
PRESENTATION OF FINANCIAL INFORMATION .............................................................................. 41
EXCHANGE RATE AND CURRENCY INFORMATION ....................................................................... 42
CAPITALIZATION ................................................................................................................................. 43
USE OF PROCEEDS ............................................................................................................................ 44
CET1 CAPITAL RATIOS ....................................................................................................................... 45
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 47
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 58
FORM OF NOTES, CLEARANCE AND SETTLEMENT ...................................................................... 83
TAXATION ............................................................................................................................................ 87
BENEFIT PLAN INVESTOR CONSIDERATIONS................................................................................ 92
PLAN OF DISTRIBUTION .................................................................................................................... 94
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 99
CROSS-REFERENCE TABLE............................................................................................................ 102
NOTICE TO U.S. INVESTORS ........................................................................................................... 110
LEGAL MATTERS .............................................................................................................................. 113
STATUTORY AUDITORS ................................................................................................................... 114
GENERAL INFORMATION ................................................................................................................. 115
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES ............................................................. 117
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .......... 118
ix