Obbligazione Crédit Agricole SA 4.75% ( US225313AP06 ) in USD

Crédit Agricole SA

85.52 USD ▼

Francia

US225313AP06 ( in USD )

4.75% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Crédit Agricole US225313AP06 en USD 4.75%, scadenza perpetue

200 000 USD

1 250 000 000 USD

225313AP0

BBB- ( Lower medium grade - Investment-grade )

23/06/2025 ( In 16 giorni )

Crédit Agricole è un gruppo bancario francese leader nel settore dell'agricoltura e del credito cooperativo.

The Obbligazione issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code US225313AP06, pays a coupon of 4.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by Crédit Agricole SA ( France ) , in USD, with the ISIN code US225313AP06, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

US$1,250,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes
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 (the "Notes").
The Notes are being issued by Crédit Agricole S.A. (the "Issuer") and will constitute direct, unconditional, unsecured
and deeply subordinated debt obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms
and Conditions of the Notes."
The Notes will bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms
and Conditions of the Notes"), payable (subject to cancellation as described below) quarterly in arrears on March
23, June 23, September 23 and December 23 of each year (each an "Interest Payment Date", subject to business
day adjustments as described herein), from (and including) January 11, 2022 (the "Issue Date"), to (but excluding)
September 23, 2029 (the "First Reset Date") at the rate of 4.75% per annum. The first payment of interest will be
made on March 23, 2022 in respect of the first short Interest Period from (and including) the Issue Date to (but
excluding) the first Interest Payment Date. The rate of interest will reset on the First Reset Date and on every
Interest Payment Date that falls on or about five (5), or a multiple of five (5), years after the First Reset Date (each,
a "Reset Date"). The Issuer may elect to cancel the payment of interest on the Notes (in whole or in part) on any
Interest Payment Date, and it will be required to cancel the payment of interest on the Notes on any Interest Payment
Date to the extent that the Distributable Items or the Relevant Maximum Distributable Amount is insufficient, or if
the Relevant Regulator requires such interest to be cancelled. Interest that is cancel ed will not be due on any
subsequent date, and the non-payment will not constitute a default by the Issuer.
The Current Principal Amount of the Notes will be written down on a pro rata basis with other similar instruments if,
at any time, the Crédit Agricole S.A. Group's CET1 Capital Ratio falls or remains below 5.125% or the Crédit
Agricole Group's CET1 Capital Ratio falls or remains below 7.0%. Following such reduction, the Current Principal
Amount may, at the Issuer's discretion, be reinstated up to the Original Principal Amount (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") on a pro rata basis with other similar instruments, if the
Crédit Agricole S.A. Group and the Crédit Agricole Group record 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 Noteholders do not have the right to call for their redemption. As a result, the
Issuer is not required to make any payment of the Current Principal Amount of the Notes at any time prior to the
time a judgment is issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated
for any other reason. The Issuer may, at its option, redeem all, but not some only, of the Notes (i) on any date in
the six-month period preceding (and including) the First Reset Date, or on any date in the three-month period
preceding (and including) each one-year anniversary of the First Reset Date, in each case at their Original Principal
Amount plus any accrued and unpaid interest, or (ii) upon the occurrence of certain Tax Events, a Capital Event or
a MREL/TLAC Disqualification Event (each as defined in Condition 2 (Interpretation) in "Terms and Conditions of
the Notes") at the Current Principal Amount plus any accrued and unpaid interest, in each case subject to the
approval by the Relevant Regulator and/or the Relevant Resolution Authority (if required). No optional redemption
may be made at a time when the Current Principal Amount of the Notes is less than their Original Principal Amount.
If a Capital Event, Tax Event, MREL/TLAC Disqualification Event or Alignment Event has occurred and is continuing
in respect of the Notes, the Issuer may substitute all of such Notes or vary the terms of all of such Notes, without
the consent or approval of Noteholders, so that they become or remain Qualifying Notes (as defined in "Terms and
Conditions of the Notes").
This Prospectus constitutes a prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council dated June 14, 2017, as amended (the "Prospectus Regulation"). This Prospectus
has been approved by the Autorité des marchés financiers (the "AMF"), as competent authority under the
Prospectus Regulation. The AMF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered
as an endorsement of the Issuer and of the quality of the Notes that are the subject of this Prospectus.
Application has been made to list and admit to trading the Notes as of the Issue Date, 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 May 15, 2014, as amended, appearing on the list
of regulated markets issued by the European Securities and Markets Authority ("ESMA"). This Prospectus is valid
until the admission to trading of the Notes on Euronext Paris. Upon any significant new factor, material mistake or

material inaccuracy relating to the information included (including information incorporated by reference) in this
Prospectus which may affect the assessment of the Notes occurring before such date, this Prospectus must be
completed by a supplement, pursuant to Article 23 of the Prospectus Regulation. On the admission to trading of the
Notes on Euronext Paris (which is expected to be the Issue Date), this Prospectus, as supplemented (as the case
may be), will expire and the obligation to supplement this Prospectus in the event of significant new factors, material
mistakes or material inaccuracies will no longer apply.
The Notes are expected to be rated BBB by Fitch Ratings Ireland Limited ("Fitch") and BBB- by S&P Global Ratings
Europe Limited ("S&P"). Each of Fitch and S&P is established in the European Union ("EU") and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list of credit rating
agencies registered in accordance with the CRA Regulation as of the date of this Prospectus. This list is available
on the ESMA website at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk (list last updated on
May 7, 2021)). Each of Fitch and S&P is not established in the United Kingdom (the "UK") and is not registered in
accordance with Regulation (EC) No. 1060/2009 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "EUWA") (the "UK CRA Regulation"). However, the expected ratings of the
Notes have been endorsed by Fitch Ratings Limited and S&P Global Ratings UK Limited, respectively, in
accordance with the UK CRA Regulation and have not been withdrawn. As such, the rating issued by S&P and
Fitch may be used for regulatory purposes in the UK in accordance with the UK CRA Regulation. A rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time
by the assigning rating agency.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 2 below for risk factors
relevant to an investment in the Notes.
The Notes 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 January 11, 2022 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 outside the United States to
non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S"), or otherwise in
transactions exempt from, or not subject to, the registration requirements of the Securities Act.
The Notes are being offered and sold to qualified institutional buyers (as defined in Rule 144A under the
Securities Act) pursuant to a separate offering document. This Prospectus may not be used to offer Notes
inside the United States.
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.

Sole Bookrunner, Global Coordinator and Sole Structuring Advisor
Credit Agricole CIB

Joint Lead Managers

Credit Agricole CIB
BofA Securities, Inc.
Citigroup

Goldman Sachs & Co. LLC
J.P. Morgan
Wells Fargo Securities

The date of this Prospectus is January 6, 2022.

This Prospectus has been prepared by the Issuer solely for use in connection with the placement of the
Notes outside the United States and for purposes of the listing and admission to trading of the Notes
on Euronext Paris.
The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other information
following the listing and admission to trading of the Notes, and the Issuer takes no responsibility for any
other information that others may give to prospective investors. Prospective investors should carefully
evaluate the information provided by the Issuer in light of the total mix of information available to them,
recognizing that the Issuer can provide no assurance as to the reliability of any information not
contained or incorporated by reference in this Prospectus. The information contained or incorporated
by reference in this Prospectus is accurate only as of the date hereof, regardless of the time of delivery
or of any sale of the Notes. It is important for prospective investors to read and consider all information
contained in this Prospectus, including the documents incorporated by reference herein (see the section
"Documents Incorporated by Reference" below).
The Notes have not been and will not be registered under the Securities Act or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly, in 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 or such state securities laws. The Notes are being offered and sold only outside the
United States to non-U.S. persons in accordance with Regulation S under the Securities Act, and in the
United States to qualified institutional buyers (as defined in Rule 144A under the Securities Act)
pursuant to a separate offering document.
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.
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 (as defined in the section entitled "Subscription and
Sale" below) 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. This
Prospectus may not be used in connection with the offer or sale of the Notes in the United States.
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.
IMPORTANT PRIIPs PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

i

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.
IMPORTANT PRIIPs PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within the meaning of the
provisions of the UK Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules
or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. No key information document
required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them
available to retail investors in the UK has been prepared.
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 5 February 2018, has led to the conclusion that: (i) the target market
for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of 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 (in accordance with the FCA's policy statement
entitled "Brexit our approach to EU non-legislative materials"), has led to the conclusion that: (i) the
target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014
as it forms part of the domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL 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 1 January 2018, the provisions of the PRIIPs Regulation became directly applicable
in all EEA member states (including the UK) and (ii) MiFID II was required to be implemented in EEA
member states (including the UK) by 3 January 2018. Following the United Kingdom's departure from
the EEA, the PRIIPs Regulation and Regulation (EU) No 600/2014 form part of UK domestic law by
virtue of the EUWA, the UK PRIIPs Regulation and UK MiFIR respectively. Together with the PI
Instrument, the PRIIPs Regulation, the UK PRIIPs Regulation, MiFID II and UK MiFIR are referred to
ii

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:
1.
it is not a retail client in the EEA (as defined in MiFID II) or in the UK (as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA);
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 in the EEA (as
defined in MiFID II) or in the UK (as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the EUWA), 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 in the EEA (as defined in MiFID II)
or in the UK (as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the EUWA);
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 or the UK) relating to the promotion, offering, distribution and/or sale
of the Notes (or any beneficial interests therein), including (without limitation) MiFID II, UK
MiFIR 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, or as the case may be the product governance obligations in the Product
Intervention and Product Governance Sourcebook in the FCA Handbook), taking into account
the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February
2018, is eligible counterparties and professional clients only; and
(ii)
no key information document (KID) under the PRIIPs Regulation or the UK PRIIPs Regulation
has been prepared.
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
iii

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 accounting, legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer or sell the Notes 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.
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.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), if so specified before
an offer of Notes, 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
CMP Regulations 2018) 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).
In connection with the issue of the Notes, the Manager(s) named as the stabilization manager(s) (if any)
(the "Stabilization Manager(s)") (or persons acting on behalf of any Stabilization 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 Stabilization
Manager(s) (or persons acting on behalf of a Stabilization 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 Stabilization Manager(s) (or
persons acting on behalf of any Stabilization Manager(s)) in accordance with all applicable laws and
rules.
iv

No prospectus has been filed with any securities commission or similar regulatory authority in Canada
in connection with the offer and sale of the Notes. The Notes have not been, and will not be, qualified
for sale under the securities laws of Canada or any province or territory thereof and no securities
commission or similar regulatory authority in Canada has reviewed or in any way passed upon this
Prospectus or the merits of the Notes and any representation to the contrary is an offence.

v

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

vi

TABLE OF CONTENTS
RISK FACTORS ...................................................................................................................................... 2
OVERVIEW ........................................................................................................................................... 18
BUSINESS ........................................................................................................................................ 18
REGULATORY CAPITAL RATIOS ................................................................................................... 21
SENIOR AND SUBORDINATED DEBT SECURITIES IN ISSUE..................................................... 22
THE NOTES ...................................................................................................................................... 23
RECENT DEVELOPMENTS ................................................................................................................. 32
USE OF PROCEEDS ............................................................................................................................ 34
SOLVENCY AND RESOLUTION RATIOS ........................................................................................... 35
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 39
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 53
FORM OF NOTES, CLEARANCE AND SETTLEMENT ...................................................................... 81
TAXATION ............................................................................................................................................ 85
SUBSCRIPTION AND SALE ................................................................................................................ 88
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 93
CROSS-REFERENCE TABLE.............................................................................................................. 96
GENERAL INFORMATION ................................................................................................................. 103
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .......... 107

1

RISK FACTORS
Prospective investors in the Notes should consider carefully, in light of their financial circumstances and
investment objectives, all of the information in this Prospectus and, in particular, the risk factors set forth
below (which do not describe all the risks of an investment in the Notes but which the Issuer, in its
reasonable opinion, believes represent or may represent the risk factors known to it which may affect
the Issuer's ability to fulfil its obligations under the Notes) in making an investment decision. Certain
documents incorporated by reference in this Prospectus also contain useful information pertaining to
the risk factors relating to the Issuer and its operations. (See "Documents Incorporated by Reference"
and "Cross-Reference Table" below).
Terms defined in "Terms and Conditions of the Notes" shall have the same meaning where used below.
Risk Factors relating to the Issuer
Risks relating to the Issuer are described on pages 170 to 184 of the Amendment A.03 to the 2020
URD, as further described under "Documents Incorporated by Reference" in this Prospectus.
References to "Crédit Agricole S.A." in the risk factors section on pages 170 to 184 of the Amendment
A.03 to the 2020 URD shall be deemed to be references to "Crédit Agricole S.A. Group" as defined in
this Prospectus.
Bearing in mind the structure of the Crédit Agricole Group, and in particular the legal mechanism for
internal financial solidarity provided for in Article L.511-31 of the French Code monétaire et financier,
the risks relating to the Issuer are those relating to the Crédit Agricole Group as described in the
Amendment A.03 to the 2020 URD.
Risk Factors relating to the Notes
1.
Risks relating to the structure of the Notes
1.1
The Notes are Deeply Subordinated Obligations.
The Notes are unsecured and Deeply Subordinated Obligations of the Issuer that fall within Article
L.613-30-3-I-5° of the French Code monétaire et financier and are issued pursuant to the provisions of
Article L.228-97 of the French Code de commerce. The Issuer's obligations under the Notes are
subordinated to all present and future prêts participatifs granted to the Issuer and all present and future
titres participatifs, Capital Subordinated Obligations, Other Subordinated Obligations and
Unsubordinated Obligations (including obligations to depositors) of the Issuer, as more fully described
in Condition 4 (Status of the Notes) of the Terms and Conditions of the Notes.
If the Notes are in the future fully excluded from the Crédit Agricole S.A. Group and/or the Crédit Agricole
Group Additional Tier 1 Capital (which could happen if Applicable Banking Regulations are modified to
require Additional Tier 1 instruments to contain features that are not part of the Terms and Conditions
of the Notes), their ranking will change, pursuant to Article 48(7) of the BRRD as transposed into French
Law by the French Ordonnance n°2020-1636 relative au régime de résolution dans le secteur bancaire
dated December 21, 2020 in Article L.613-30-3-I-5° of the French Code monétaire et financier, and as
provided in Condition 4 (Status of the Notes) of the Terms and Conditions of the Notes. As a result of
such change, the Notes would have a higher ranking than at issuance and will rank senior to Additional
Tier 1 instruments issued after December 28, 2020 so long as they remain totally or partly qualified as
such, and to Additional Tier 1 instruments issued before such date. If they qualify as Tier 2 Capital
instruments at the time they are disqualified as Additional Tier 1 instruments, they will rank pari passu
with the Issuer's Capital Subordinated Obligations and junior to the Issuer's Other Subordinated
Obligations. If the Notes do not qualify as Tier 2 Capital instruments at that time, they will rank pari
passu with the Issuer's Other Subordinated Obligations other than Other Subordinated Obligations to
which the Notes are senior or junior as provided in Condition 4 (Status of the Notes) of the Terms and
Conditions of the Notes. They will in all cases remain subordinated to the Issuer's Unsubordinated
Obligations. Such change to a more senior rank would occur over the life of the Notes automatically as
per the terms of their Terms and Conditions, without consultation of the Noteholders or the holders of
any other notes issued by the Issuer. Please refer to the paragraph entitled "Implementation of Article
48(7) of BRRD II under French law" in the section "Government Supervision and Regulation of Credit
2