Obligation Crédit Agricole SA 5.75% ( FR001400E920 ) en GBP

Crédit Agricole SA

100 % ⇌

France

FR001400E920 ( en GBP )

5.75% par an ( paiement annuel )

29/11/2027

Prospectus brochure de l'obligation Crédit Agricole FR001400E920 en GBP 5.75%, échéance 29/11/2027

100 000 GBP

750 000 000 GBP

29/11/2025 ( Dans 150 jours )

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 GBP, avec le code ISIN FR001400E920, paye un coupon de 5.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/11/2027

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756
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 Directive (EU) 2014/65 (as
amended, "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 the manufacturers' 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 (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 UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("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 manufacturers' target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") 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.

A49680667

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

Final Terms dated 25 November 2022

Crédit Agricole S.A.
Legal Entity Identifier (LEI) of the Issuer is 969500TJ5KRTCJQWXH05

Euro 85,000,000,000
Euro Medium Term Note Programme
Series No: 649
Tranche No: 1
Issue of GBP 750,000,000 Senior Non-Preferred Callable Fixed Rate Resettable Notes
due 29 November 2027 (the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")

Joint Lead Managers
Crédit Agricole CIB
HSBC
NatWest Markets
Nomura
RBC Capital Markets

Any person making or intending to make an offer of the Notes may only do so in circumstances
in which no obligation arises for the Issuer or any Joint Lead Manager 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 any Joint Lead Manager has authorised, nor do they authorise, the
making of any offer of Notes in any other circumstances.
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 consumer (consument/ consommateur)
within the meaning of the Belgian Code of Economic Law (Wetboek van economisch
recht/Code de droit économique), as amended, in Belgium.
The expression "Prospectus Regulation" means Regulation (EU) No 2017/1129, as amended.
A49680667
2

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

Part A -- Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set
forth in "Terms and Conditions of the French Law Notes" in the base prospectus dated 8 April
2022 which has received approval no. 22-090 from the Autorité des marchés financiers
(the "AMF") on 8 April 2022, the first supplement to it dated 17 May 2022 which has received
approval no. 22-158 from the AMF on 17 May 2022, the second supplement to it dated 27 June
2022 which has received approval no. 22-246 from the AMF on 27 June 2022, the third
supplement to it dated 17 August 2022 which has received approval no. 22-353 from the AMF
on 17 August 2022 and the fourth supplement to it dated 18 November 2022 which has received
approval no. 22-455 from the AMF on 18 November 2022, which together constitute a base
prospectus for the purposes of the Prospectus Regulation (the "Base Prospectus"). This
document constitutes the Final Terms of the Notes described herein for the purposes of Article
8 of the Prospectus Regulation and must be read in conjunction with the Base Prospectus. Full
information on the Issuer and the offer of the Notes is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus is available
for viewing on the website of the Issuer (https://www.credit-
agricole.com/finance/finance/dette/emissions-marche/credit-agricole-s.a.-emissions-marche),
on the website of the AMF (www.amf-france.org) and copies may be obtained from Crédit
Agricole S.A., 12, Place des États-Unis, 92127 Montrouge Cedex, France.

1.

Issuer:
Crédit Agricole S.A.
2.
(i)
Series Number:
649

(ii)
Tranche Number:
1

(iii)
Date on which the Notes
Not Applicable
become fungible:
3.
Specified Currency or Currencies:
Pounds Sterling ("GBP")
4.
Aggregate Nominal Amount:

(i)
Series:
GBP 750,000,000

(ii)
Tranche:
GBP 750,000,000
5.
Issue Price:
99.604 per cent. of the Aggregate Nominal
Amount
6.
Specified Denomination:
GBP 100,000
7.
(i)
Issue Date:
29 November 2022

(ii)
Interest Commencement
Issue Date
Date:
8.
Maturity Date:
29 November 2027
9.
Interest Basis:
5.75 per cent. Fixed Rate (Resettable)
(further particulars specified in paragraph
15 below)
10.
Redemption Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be
redeemed on the Maturity Date at 100.00
per cent. of their nominal amount
A49680667
3

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

11.

Change of Interest Basis:
Not Applicable

12.

Noteholder Put/Issuer Call:
Issuer Call
(further particulars specified in paragraph
20 below)
13.

Status:
Senior Non-Preferred Notes
14.
Dates of the corporate
Resolution of the Board of Directors of the
authorisations for issuance of the
Issuer dated 9 February 2022 (as amended
Notes:
and completed by the resolution of the
Board of Directors of the Issuer dated 3
August 2022) and the décision d'émission
dated 25 November 2022
Provisions Relating to Interest (if any) Payable

15.

Fixed Rate Note:
Applicable from (and including) the Issue
Date to (but excluding) the Maturity Date

(i)
Rate of Interest:
Resettable

(ii)
Interest Payment Dates:
29 November in each year, from (and
including) 29 November 2023, up to (and
including) the Maturity Date

(iii)
Fixed Coupon Amount:
GBP 5,750 per Note of GBP 100,000
Specified Denomination payable on each
Interest Payment Date from, and including
29 November 2023 to, and including, the
First Reset Date

(iv)
Broken Amount:
Not Applicable

(v)
Day Count Fraction:
Actual/Actual-ICMA, not adjusted

(vi)
Determination Dates:
29 November in each year

(vii)
Resettable Notes:
Applicable

Initial Rate of Interest:
The Initial Rate of Interest from (and
including) the Issue Date to (but excluding)
the First Reset Date is 5.75 per cent. per
annum payable annually in arrear

First Margin:
+ 2.617 per cent. per annum

Subsequent Margin:
Not Applicable

First Reset Date:
29 November 2026

Second Reset Date:
Not Applicable

Subsequent Reset Date(s): Not Applicable

Relevant Screen Page:
Bloomberg screen page GUKG1

Reset Reference Rate:
Sterling Reference Bond Rate

Reference Government

Bond:
Not Applicable

Reference Government

A49680667
4

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

Bond Rate:
Not Applicable

Reference Government

Bond Dealers:
Not Applicable

Sterling Reference Bond

Rate:
Dealer Quotations Reference Government
Bond Rate

CMT Rate Maturity:
Not Applicable

Mid-Swap Maturity:
Not Applicable

Reset Determination Date: First Reset Date

Relevant Time:
11.00 a.m. London time

First Reset Period
Not Applicable
Fallback:

Party responsible for

calculating the Reset

Reference Rate and

related determination

in respect of the Notes

and Interest

Amount(s) (if not the

Calculation Agent):
Not Applicable
16.

Floating Rate Note:
Not Applicable
17.

Zero Coupon Note:
Not Applicable
18.

CMS Linked Note:
Not Applicable
19.

Inflation Linked Notes:
Not Applicable

Provisions Relating to Redemption

20.

Redemption at the Option of the
Applicable
Issuer (Issuer Call):

(i)
Optional Redemption
The First Reset Date
Date(s):

(ii)
Optional Redemption
GBP 100,000 per Note of GBP 100,000
Amount(s) of each Note
Specified Denomination
and method, if any, of
calculation of such
amount(s):

(iii)
If redeemable in part:

a) Minimum Redemption
Not Applicable
Amount

b) Maximum Redemption
Not Applicable
Amount

(iv)
Notice Period:
As per Conditions
A49680667
5

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

21.

Clean-up Redemption Option:
Not Applicable
22.

Redemption at the Option of
Not Applicable
Noteholders (Noteholder Put):
23.
(i) MREL/TLAC Disqualification Applicable
Event Call Option:

(ii) Early Redemption Amount:
Final Redemption Amount
24.

Final Redemption Amount of each
Subject to any purchase and cancellation or
Note:
early redemption, the Notes will be
redeemed on the Maturity Date at 100.00
per cent. of their outstanding principal
amount
25.

Early Redemption Amount of each
GBP 100,000 per Note of GBP 100,000
Note:
Specified Denomination
26.
Make-Whole Redemption Amount:
Not Applicable
General Provisions Applicable to the Notes

27.
(i)
Form of Notes (Bearer
Dematerialised Notes
Notes):

(ii)
Form of Dematerialised
Bearer dematerialised form (au porteur)
Notes:

(iii)
Registration Agent:
Not Applicable

(iv)
Calculation Agent(s) (if
Not Applicable
not the Fiscal Agent):

(v)
Temporary Global
Not Applicable
Certificate:
28.

Exclusion of the possibility to
Not Applicable
request identification of a
Noteholder as Provided by
Condition 1(a):
29.

Financial Center:
London
30.

Talons for future Coupons or
Not Applicable
Receipts to be attached to
Definitive Materialised Bearer
Notes (and dates on which such
Talons mature):
31.

Details relating to Instalment
Not Applicable
Notes:
32.

Applicable tax regime:
Condition 9(a) applies
33.

Representation of holders of French Contractual Masse shall apply
Law Notes Masse:

Primary Appointed Representative: as per
the Conditions F&S Financial Services,
13, rue Oudinot, 75007 Paris, France
Alternate Appointed Representative: as per
A49680667
6

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

the Conditions Aether Financial Services,
36, rue de Monceau, 75008 Paris, France
The Primary Appointed Representative or,
as the case may be, the Alternate Appointed
Representative, will receive a remuneration
of EUR 300 per year (excluding taxes),
payable as per the Conditions.
Responsibility
I hereby accept responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer on 25 November 2022

Duly represented by: Laurent Côte

A49680667
7

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

PART B OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING
(i) Listing:
Application has been made for the Notes to be
admitted to trading on Euronext Paris with effect from
29 November 2022

(ii) Estimate of total expenses related EUR 5,000 (without tax)

to admission to trading:
2. RATINGS

The Notes to be issued have been rated:

Standard & Poor's: A-
Moody's: A3
Fitch: A+
Standard & Poor's, Moody's and Fitch are established
in the European Union and are registered under
Regulation (EC) No 1060/2009 (the "CRA
Regulation"). As such, Standard & Poor's, Moody's
and Fitch are included in the list of credit rating
agencies published by the European Securities and
Market Authority on its website in accordance with
the CRA Regulation
(www.esma.europa.eu/supervision/credit-rating-
agencies/risk). As defined by Standard & Poor's, a
"A" rating means that the Issuer's capacity to meet its
financial commitment on the obligation is strong but
somewhat susceptible to adverse economic conditions
and changes in circumstances. The addition of a minus
(-) sign shows relative standing within that rating
categories.
As defined by Moody's, obligations rated "A" by
Moody's are judged to be upper-medium grade and
are subject to low credit risk. The modifier 3 indicates
a ranking in the lower end of that generic rating
category.
As defined by Fitch, an "A" rating denotes
expectations of low default risk. The capacity for
payment of financial commitments is considered
strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions
A49680667
8

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

than is the case for higher ratings. The modifier (+) is
appended to denote relative status within this
category.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is
aware, no person involved in the issue of the Notes has an interest material to the issue.
4. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
The net proceeds will be used for the Issuer's general
funding requirements.
(ii)
Estimated net proceeds:
GBP 745,530,000

5. YIELD
Indication of yield:
5.864 per cent. per annum

The yield in respect of paragraph 15 of PART A of
this issue of Resettable Notes is calculated on the
basis of the Issue Price using the following formula:
P=
C (1-(1+r)-n) + A(1+r)-n

r

where:
P
is the Issue Price of the Notes;
C
is the Interest Amount;
A
is the outstanding principal amount of Notes
due on redemption;
n
is time to 29 November 2026 in years; and
r
is the yield.

As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price. It is not an
indication of future yield.
6. OPERATIONAL INFORMATION
(i)
ISIN:
FR001400E920

(ii)
Common Code:
256072114

(iii)
Any clearing system(s) other

than Euroclear Bank SA/NV
A49680667
9

DocuSign Envelope ID: A22014E9-0680-467F-8346-537DE042F756

and Clearstream Banking

Société Anonyme and the
Not Applicable
relevant identification
number(s):
(iv)
Delivery:
Delivery against payment

(v)
Names and addresses of
CACEIS Corporate Trust

Paying Agent(s) (including
14, rue Rouget de Lisle
any additional Paying
92682 Issy-Les-Moulineaux
Cedex 9 France
Agent(s)):

7. DISTRIBUTION
1. Method of distribution:
Syndicated

2. If syndicated,

(i)
Names of Managers
Joint Lead Managers

(specifying Lead
Crédit Agricole Corporate and Investment Bank
Manager):
HSBC Bank plc
NatWest Markets N.V.
Nomura Financial Products Europe GMBH
RBC Europe Limited
(ii)
Date of Subscription
25 November 2022

Agreement (if any):
(iii)
Stabilisation Manager(s)
Not Applicable

(if any):
3. If non-syndicated, name of
Not Applicable

Dealer:
4. Intermediary(ies) in secondary
Not Applicable

trading
5. U.S. Selling Restrictions
Reg. S Compliance Category 2; TEFRA Not

Applicable
6. Prohibition of Sales to EEA Retail Not Applicable

Investors under the PRIIPs
Regulation:
A49680667
10

Document Outline

#3">Part A „ Contractual Terms