Obligation Crédit Agricole SA 4% ( FR0013533999 ) en EUR

Société émettrice Crédit Agricole SA
Prix sur le marché refresh price now   100 %  ▲ 
Pays  France
Code ISIN  FR0013533999 ( en EUR )
Coupon 4% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Crédit Agricole FR0013533999 en EUR 4%, échéance Perpétuelle


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Prochain Coupon 23/12/2025 ( Dans 49 jours )
Description détaillée Crédit Agricole est un groupe bancaire coopératif français, présent à l'international, structuré autour de caisses régionales et proposant une large gamme de services financiers.

L'Obligation émise par Crédit Agricole SA ( France ) , en EUR, avec le code ISIN FR0013533999, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle








PROSPECTUS



750,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes
Issue Price for the Notes: 100%
Crédit Agricole S.A. is offering 750,000,000 principal amount of its Undated Deeply Subordinated Additional Tier
1 Fixed Rate Resettable Notes (the "Notes").
The Notes wil be issued by Crédit Agricole S.A. (the "Issuer") and wil 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 wil bear interest on their Current Principal Amount (as defined in Condition 2 (Interpretation) in "Terms
and Conditions of the Notes"), payable (subject to cancellation as described below) quarterly in arrears on 23
December, 23 March, 23 June and 23 September of each year (each an "Interest Payment Date", subject to
business day adjustments as described herein), from (and including) 14 October 2020 (the "Issue Date") to (but
excluding) 23 June 2028 (the "First Reset Date") at the rate of 4.000% per annum. The first payment of interest
wil be made on 23 December 2020 in respect of the short Interest Period from (and including) the Issue Date to
(but excluding) the first Interest Payment Date. The rate of interest wil reset on the First Reset Date and on every
Interest Payment Date that fal s 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 wil 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 cancelled. Interest that is cancel ed wil not be due on any
subsequent date, and the non-payment wil not constitute a default by the Issuer.
The principal amount of the Notes wil 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%. 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 cal 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 23 December 2027 (the
"First Call Date"), on any date between the First Cal Date and the First Reset Date, or on any date during the six-
month period preceding any subsequent Reset Date, in each case at their Original Principal Amount, or 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, in each case
plus any accrued and unpaid interest, and subject to approval by the Relevant Regulator (if required).
This Prospectus constitutes a prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council dated 14 June 2017 (as amended, the "Prospectus Regulation"). This Prospectus
has been approved by the Autorité des marches 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. Investors
should make their own assessment as to the suitability of investing in the Notes.
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 21 April 2004, 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), wil expire and the obligation to supplement this Prospectus in the event of significant new factors, material
mistakes or material inaccuracies wil no longer apply.
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") or in the United Kingdom
("UK") 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 14 November 2019). 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 will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000 each. The
Notes wil , upon issue on the Issue Date, be inscribed (inscription en compte) in the books of Euroclear France
which shall credit the accounts of the Account Holders (as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream
Banking, S.A. ("Clearstream").
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").
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 al 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
Crédit Agricole CIB

Joint Lead Managers
Commerzbank
Danske Bank
IMI ­ Intesa
Santander
UBS Investment
Sanpaolo
Corporate &
Bank
Investment
Banking

Senior Co-Lead Manager
SMBC Nikko

Co-Lead Managers
La Banque Postale
Scotiabank




The date of this Prospectus is 8 October 2020.




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 Notes have not been and wil 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.
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.
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.
PROHIBITION OF SALES TO EEA AND 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 European Economic Area ("EEA") or 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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (i ) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (i i) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in

i



the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK 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 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 (i ) al 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
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 and (i ) MiFID II was required to be implemented in EEA member states by 3
January 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 (i ) 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 (as defined in MiFID II);
2.
whether or not it is subject to the Regulations, it wil 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 wil at al 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
ii



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 5 February 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 or in the UK 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 wil 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 al 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.
iii



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-al ot 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)) wil 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 al otment 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.
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; (i ) persons who are outside the United Kingdom; and (i i) 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 wil 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.
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 wil 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.
The Prospectus may only be communicated in France to qualified investors as defined in Article 2(e) of
the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Code
monétaire et financier, as amended from time to time, and any other applicable French law or regulation.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of the
European Economic Area or the United Kingdom (each, a "Relevant State") wil be made pursuant to
an exemption under the Prospectus Regulation 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 State of
the Notes may only do so in circumstances in which no obligation arises for the Issuer or any of the
Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor the Managers 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 the Managers to publish or
supplement a prospectus for such offer. As used in this paragraph, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129, as amended.
The Notes are not being offered or sold and wil 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 wil be
issued or has been or wil 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.
iv



The Notes have not been and wil 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 wil 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.
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 wil 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 wil 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, (i ) 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 (i i) 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 wil 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).
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
v



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 fol ow 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 ........................................................................................................................................... 15
BUSINESS......................................................................................................................................... 15
REGULATORY CAPITAL RATIOS ................................................................................................... 18
SENIOR AND SUBORDINATED DEBT SECURITIES IN ISSUE..................................................... 19
THE NOTES ...................................................................................................................................... 20
USE OF PROCEEDS ............................................................................................................................ 28
CET1 CAPITAL RATIOS ....................................................................................................................... 29
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 32
TERMS AND CONDITIONS OF THE NOTES...................................................................................... 46
TAXATION ............................................................................................................................................ 73
SUBSCRIPTION AND SALE ................................................................................................................ 76
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 82
CROSS-REFERENCE TABLE.............................................................................................................. 86
RECENT DEVELOPMENTS ................................................................................................................. 91
GENERAL INFORMATION ................................................................................................................... 92
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ............ 95



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 "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 135 to 147 of the Amendment A.03 to the 2019
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 135 to 147 of the Amendment
A.03 to the 2019 URD shal 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 2019 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 Issuer's obligations under the Notes are unsecured and Deeply Subordinated Obligations of the
Issuer that wil be subordinated to all present and future prêts participatifs granted to the Issuer and all
present and future titres participatifs, Ordinarily 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.
As a consequence, if any judgment is rendered by any competent court declaring the judicial liquidation
(liquidation judiciaire) of the Issuer, or if the Issuer is liquidated for any other reason, the rights of
payment of the Noteholders wil be subordinated to the payment in full of present and future
unsubordinated creditors of the Issuer (including depositors) and any other present and future creditors
whose claims rank senior to the Notes. In the event of incomplete payment of unsubordinated creditors
and any other creditors that are senior to the Noteholders, upon the liquidation of the Issuer, the
obligations of the Issuer in connection with the Notes wil be terminated and the Noteholders wil lose
their investment in the Notes.
The Noteholders bear significantly more risk than holders of senior obligations or any other obligation
ranking senior to the Notes. As a consequence, there is a substantial risk that Noteholders will lose all
or a significant part of their investments if the Issuer were to enter into resolution or liquidation
proceedings.
1.2
The Issuer may cancel all or some of the interest payments at its discretion for any reason,
or be required to cancel all or some of such interest payments in certain cases.
The Issuer may elect pursuant to Condition 5.11 (Cancellation of Interest Amounts), at its full discretion,
to cancel permanently some or all of the Interest Amounts otherwise scheduled to be paid on an Interest
Payment Date. In addition, the Issuer wil be required to cancel permanently some or all of such Interest
Amounts if and to the extent that one of the following occurs:
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