Bond Crédit Agricole SA 7.5% ( XS1055037920 ) in GBP

Crédit Agricole SA

101.13 % ▲

France

XS1055037920 ( in GBP )

7.5% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond Crédit Agricole XS1055037920 en GBP 7.5%, maturity Perpetual

100 000 GBP

500 000 000 GBP

23/12/2025 ( In 7 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 GBP, with the ISIN code XS1055037920, pays a coupon of 7.5% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

PROSPECTUS STRICTLY
CONFIDENTIAL

1,000,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Euro
Notes
GBP500,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable GBP
Notes

Issue Price for the Euro Notes: 100 per cent.
Issue Price for the GBP Notes: 100 per cent.
Crédit Agricole S.A. is offering (i) 1,000,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate
Resettable Euro Notes (the "Euro Notes") and (ii) GBP500,000,000 Undated Deeply Subordinated Additional Tier
1 Fixed Rate Resettable GBP Notes (the "GBP Notes" and together with the Euro Notes, 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 Euro Notes will bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in
"Terms and Conditions of the Euro Notes"), payable (subject to cancellation as described below) quarterly in
arrears on 23 March, 23 June, 23 September and 23 December of each year (each an "Interest Payment Date"),
from (and including) 8 April 2014 (the "Issue Date") to (but excluding) 23 June 2021 (the "Euro First Call Date")
at the rate of 6.500 per cent. per annum. The GBP Notes will bear interest on their Current Principal Amount (as
defined in Condition 2 (Interpretation) in "Terms and Conditions of the GBP Notes"), payable (subject to
cancellation as described below) quarterly in arrears on each Interest Payment Date, from (and including) the
Issue Date to (but excluding) 23 June 2026 (the "GBP First Call Date") at the rate of 7.500 per cent. per annum.
The first payment of interest on each of the Euro Notes and GBP Notes will be made on 23 June 2014 in respect
of the short interest period from (and including) the Issue Date to (but excluding) the first Interest Payment Date
(23 June 2014). The rate of interest will reset on the Euro First Call Date or the GBP First Call Date, as
applicable, and on each five-year anniversary thereafter (each, a "Reset Date"). The Issuer may elect to cancel
the payment of interest on the Euro Notes and/or the GPB Notes (in whole or in part) on any Interest Payment
Date, and it will be required to cancel the payment of interest on the relevant 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 cancelled. Interest that is cancelled 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 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%, in each case, as of any Quarterly Financial Period End Date or
Extraordinary Calculation Date (all as defined in Condition 2 (Interpretation) in "Terms and Conditions of the
Notes"). 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 Euro First Call
Date or GBP First Call Date, as applicable, or any Reset Date thereafter at their Redemption Amount plus
accrued and unpaid interest (if any) (all as defined in Condition 2 (Interpretation) in "Terms and Conditions of the
Notes"). The Issuer may also, at its option, and in some cases will be required to, redeem all, but not some only,
of the Notes at any time at their relevant Redemption Amount plus accrued and unpaid interest 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"), subject to approval by the Relevant Regulator. No optional redemption may be made

at a time when the Current Principal Amount of the Notes is less than their Original Principal Amount. If a Capital
Event, Tax Event or Alignment Event has occurred and is continuing in respect of either the Euro Notes or the
GBP 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 Euro Notes or Qualifying GBP Euro
Notes, as applicable (as defined in Condition 7.7 (Substitution and Modification)).
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 4 November 2003, as amended, which includes the amendments made by
Directive 2010/73/EU of the European Parliament and of the Council dated 24 November 2010 (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
NYSE Euronext in Paris ("Euronext Paris"). Euronext Paris is a regulated market within the meaning of the
Directive 2004/39/EC of the European Parliament and of the Council dated 21 April 2004.
The Notes are expected to be rated BB+ by Fitch France S.A.S. ("Fitch") and BB+ by Standard & Poor's Credit
Market Services S.A.S ("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 www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last
updated on 3 June 2013). 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 32 below for risk
factors relevant to an investment in the Notes.
The Euro Notes will be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof. The
GBP Notes will be issued in denominations of GBP100,000 and integral multiples of GBP1,000 in excess thereof.
Each series of Notes will be issued in bearer form and will initially be represented by Global Notes, without
interest coupons, which will be deposited on or around the Issue Date with a common depositary for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme.
Definitive Notes will only be issued in limited circumstances.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Accordingly, the Issuer is offering the Notes only outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act ("Regulation S").
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°14-123 on 2 April 2014. 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.
Global Coordinator and Structuring Advisor
Crédit Agricole CIB

Sole Bookrunner for the Euro Notes
Crédit Agricole CIB

Joint Lead Managers for the Euro Notes

BNP PARIBAS
Santander Global Banking & Markets

Société Générale Corporate & Investment Banking
UBS Investment Bank

Joint Lead Managers and Bookrunners for the GBP Notes
Barclays
Crédit Agricole CIB
Lloyds Bank

The date of this Prospectus is 2 April 2014.

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 have
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.
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.
Investors should understand that they may be required to bear the financial risks of their investment
for an indefinite period of time.
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 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
iii

obtain all applicable consents and approvals. Neither the Managers nor the Issuer shall have any
responsibility for any of the foregoing legal requirements.
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.
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.

iv

NOTICE TO PROSPECTIVE INVESTORS
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers to subscribe for, or purchase, any Notes.
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 purchased 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 30 days after the issue date of the relevant series of Notes and
60 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.
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 of America 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 only outside of the United States of America to non-U.S.
persons in reliance upon an exemption from registration under the Securities Act pursuant to
Regulation S.
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.

This Prospectus is only being distributed to, and is only directed at, persons in the United Kingdom
who are "qualified investors" as defined in Section 86(7) of the Financial Services and Markets Act
2000, as amended (the "FSMA") or otherwise in circumstances which do not require the publication
by the Issuer of a prospectus pursuant to section 85(1) of the FSMA. In the United Kingdom, this
Prospectus is only being distributed to, and is only directed at, and any investment or investment
activity to which this Prospectus relates is available only to, and will be engaged in only with, persons
(i) having professional experience in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) who are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all
such persons together being referred to as "relevant persons"). Persons who are not relevant
persons should not take any action on the basis of this Prospectus and should not act or rely on it.

v

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 herein, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including 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.
vi

TABLE OF CONTENTS
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ............. vii
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES ............................................................... viii
FORWARD-LOOKING STATEMENTS .................................................................................................. ix
CERTAIN TERMS USED IN THIS PROSPECTUS ............................................................................... xi
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. xii
PRESENTATION OF FINANCIAL INFORMATION ..............................................................................xix
OVERVIEW ........................................................................................................................................... 21
THE OFFERING ................................................................................................................................... 23
SELECTED FINANCIAL INFORMATION ............................................................................................. 30
RISK FACTORS .................................................................................................................................... 32
CAPITALIZATION ................................................................................................................................. 48
USE OF PROCEEDS ............................................................................................................................ 49
2016 MEDIUM TERM PLAN ................................................................................................................. 50
REGULATORY CAPITAL RATIOS ....................................................................................................... 53
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 57
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 64
OVERVIEW OF PROVISIONS RELATING TO THE EURO NOTES WHILE IN GLOBAL FORM ..... 110
OVERVIEW OF PROVISIONS RELATING TO THE GBP NOTES WHILE IN GLOBAL FORM ....... 112
TAXATION .......................................................................................................................................... 114
PLAN OF DISTRIBUTION .................................................................................................................. 117
LEGAL MATTERS .............................................................................................................................. 121
STATUTORY AUDITORS ................................................................................................................... 122
GENERAL INFORMATION ................................................................................................................. 123

PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS
Christophe Churlet, Responsable du Département Liquidité of Crédit Agricole S.A.
Declaration by the Person Responsible for the Prospectus
To the best of my knowledge (having taken all reasonable care to ensure that such is the case), I
hereby certify that the information contained in this Prospectus is in accordance with the facts and
contains no omission likely to affect its import.
The statutory auditors have issued reports on the historical financial information provided in this
document. The consolidated and non-consolidated financial statements for the year ended 31
December 2013 of Crédit Agricole S.A. are the subject of reports by the statutory auditors appearing
on pages 477 to 478 and 533 to 534 of the RD, which each contain one observation, and the
consolidated financial statements for the year ended 31 December 2013 of Crédit Agricole Group are
the subject of a report by the statutory auditors appearing on pages 278 to 279 of the A.01, which
contains one observation.

Crédit Agricole S.A.
12 Place des Etats-Unis
92127 Montrouge
France
Duly represented by:
Christophe Churlet
Responsable du Département Liquidité of Crédit Agricole S.A.
2 April 2014
vii

LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a société anonyme duly organized and existing under the laws of France, and many of
its assets are located in France. Many of its subsidiaries, legal representatives and executive officers
and certain other parties named herein reside in France, and substantially all of the assets of these
persons are located in France. As a result, it may not be possible, or it may be difficult, for a Holder or
beneficial owner of the Notes located outside of France to effect service of process upon the Issuer or
such persons in the home country of the Holder or beneficial owner or to enforce against the Issuer or
such persons judgments obtained in non-French courts.
viii

FORWARD-LOOKING STATEMENTS
This Prospectus, including the documents incorporated by reference herein, contains forward-looking
statements. Such items in this Prospectus include, but are not limited to, statements made under
"Risk Factors." Such statements can be generally identified by the use of terms such as "anticipates,"
"believes," "could," "expects," "may," "plans," "should," "will" and "would," or by comparable terms and
the negatives of such terms. By their nature, forward looking statements involve risk and uncertainty,
and the factors described in the context of such forward looking statements in this Prospectus could
cause actual results and developments to differ materially from those expressed in or implied by such
forward looking statements. The Issuer has based forward-looking statements on its expectations
and projections about future events as of the date such statements were made. These forward-
looking statements are subject to risks, uncertainties and assumptions about the Crédit Agricole S.A.
Group and the Crédit Agricole Group, including, among other things:
Risks that the Crédit Agricole Group or the Crédit Agricole S.A. Group might not be able to
achieve the objectives they have established for their capital and leverage ratios, described
herein.
Risks inherent to banking activities including credit risks, market, liquidity and financing risks,
operational risks and insurance risks;
Risks relating to economic and financial conditions in Europe;
The effects of the supervisory and regulatory regimes in France and other jurisdictions in
which the Crédit Agricole Group operates and related legislative and regulatory initiatives,
including measures introduced in response to the global financial crisis;
The risk that the Issuer might not meet the objectives in its recently announced strategic plan;
The Issuer's ability and that of its corporate and investment banking subsidiary, Crédit
Agricole Corporate and Investment Bank ("Crédit Agricole CIB"), to maintain high credit
ratings;
Unidentified or unanticipated risks not covered by the Issuer's risk management policies,
procedures and methods;
Credit risk of other parties;
Adverse market or economic conditions;
Vulnerability to specific political, macroeconomic and financial environments or circumstances
due to the scope of the Issuer's activities;
Intense
competition;
Lower revenue generated from commission- and fee-based businesses during market
downturns;
Soundness and conduct of other financial institutions and market participants;
Protracted market declines that reduce liquidity in the markets, making it harder to sell assets
and possibly leading to material losses;
Significant interest rate changes that could adversely affect the Issuer's consolidated
revenues or profitability;
A substantial increase in new provisions or a shortfall in the level of previously recorded
provisions resulting in impairment charges with respect to counterparty credit risk;
ix