Obligation Credit Agricole SA Notes 7.25% ( FR001400F067 ) en EUR

Credit Agricole SA Notes

104.92 % ▼

France

FR001400F067 ( en EUR )

7.25% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Credit Agricole SA Bonds FR001400F067 en EUR 7.25%, échéance Perpétuelle

23/06/2026 ( Dans 81 jours )

Les obligations de Crédit Agricole SA sont des titres de créance émis par la société mère du groupe, lui permettant de financer ses activités et offrant aux investisseurs un revenu fixe en échange de l'argent prêté.

L'Obligation émise par Credit Agricole SA Notes ( France ) , en EUR, avec le code ISIN FR001400F067, paye un coupon de 7.25% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
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 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 (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 manufacturer's 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 manufacturer's
target market assessment) and determining appropriate distribution channels.

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 MiFID II; (ii) a customer within the meaning of the 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 (iii) not a qualified
investor as defined in the Prospectus Regulation (as defined below). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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 ("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 UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the
provisions of the 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 UK domestic law by virtue of the EUWA; or (iii)
not a qualified investor as defined in Article 2 of Regulation (EU) No 2017/1129 as it forms part of

DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980
UK domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK 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 and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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Final Terms dated 6 January 2023

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: 652
Tranche No: 1
Issue of EUR 1,250,000,000 Undated Callable Deeply Subordinated Fixed Rate
Resettable Notes (the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")

Sole Bookrunner, Global Coordinator, Structuring Advisor and Joint Lead Manager
Crédit Agricole CIB

Joint Lead Managers
BBVA
Lloyds Bank Corporate Markets Wertpapierhandelsbank
SEB

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.
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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, the fourth supplement to it dated 18 November 2022 which has received
approval no. 22-455 from the AMF on 18 November 2022 and the fifth supplement to it dated
2 January 2023 which has received approval no. 23-004 from the AMF on 2 January 2023,
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:
652

(ii)
Tranche Number:
1

(iii)
Date on which the Notes

become fungible:
Not Applicable
3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 1,250,000,000

(ii)
Tranche:
EUR 1,250,000,000
5.
Issue Price:
100.00 per cent. of the Aggregate Nominal
Amount
6.
Specified Denomination:
EUR 100,000
7.
(i)
Issue Date:
10 January 2023

(ii)
Interest Commencement

Date:
Issue Date
8.
Maturity Date:
Not Applicable
9.
Interest Basis:
7.250 per cent. Fixed Rate (Resettable)
(further particulars specified in paragraph
15 below)
10.
Redemption Basis:
Not Applicable
11.

Change of Interest Basis:
Not Applicable
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12.

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

Status:
Deeply Subordinated Notes
14.
Dates of the corporate

authorisations for issuance of the

Notes:
Resolution of the Board of Directors of the
Issuer dated 9 February 2022 (as amended
and completed by the resolution of the
Board of Directors of the Issuer dated
3 August 2022) and the décision d'émission
dated 6 January 2023
Provisions Relating to Interest (if any) Payable

15.

Fixed Rate Note:
Applicable

(i)
Rate of Interest:
Resettable

(ii)
Interest Payment Dates:
23 March, 23 June, and 23 September and
23 December in each year, from (and
including) 23 March 2023

(iii)
Fixed Coupon Amount:
EUR 1,812.50 per Specified Denomination
payable on each Interest Payment Date
from, and including 23 March 2023 to, and
including, the First Reset Date, except for
the amount payable in respect of the short
first Interest Accrual Period beginning on,
and including, the Interest Commencement
Date and ending on, but excluding, the
Interest Payment Date falling on 23 March
2023 which shall be the Broken Amount

(iv)
Broken Amount:
EUR 1,450 per Specified Denomination
payable on the Interest Payment Date
falling on 23 March 2023

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

(vi)
Determination Dates:
23 March, 23 June, 23 September and 23
December 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 7.250 per cent. per
annum payable quarterly in arrear

First Margin:
4.441 per cent. per annum

Subsequent Margin:
4.441 per cent. per annum

First Reset Date:
23 March 2029

Second Reset Date:
23 March 2034

Subsequent Reset Date(s): The Second Reset Date and each Interest
Payment Date that falls on or about five (5),
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or a multiple of five (5), years after the
Second Reset Date

Relevant Screen Page:
Bloomberg Page EUAMDB05

Reset Reference Rate:
Mid-Swap Rate (subject to the Reset
Reference Rate being converted, where
applicable, to an annualised rate)

Reference Government

Bond:
Not Applicable

Reference Government

Bond Rate:
Not Applicable

Reference Government

Bond Dealers:
Not Applicable

Sterling Reference Bond

Rate:
Not Applicable

CMT Rate Maturity:
Not Applicable

Mid-Swap Maturity:
Five (5) years

Reset Determination Date: Two (2) Business Days preceding the
relevant Reset Date

Relevant Time:
11.00 a.m. (Paris time)

First Reset Period

Fallback:
Not Applicable

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

Issuer (Issuer Call):
Applicable

(i)
Optional Redemption

Date(s):
Each of (i) the first Optional Redemption
Date (i.e., 23 September 2028), (ii) any date
in the six-month period beginning on such
first Optional Redemption Date and ending
on (and including) the First Reset Date, and
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(iii) any date in the six-month period
preceding (and including) each Subsequent
Reset Date.

(ii)
Optional Redemption

Amount(s) of each Note

and method, if any, of

calculation of such

amount(s):
Current Principal Amount

(iii)
If redeemable in part:

a) Minimum Redemption

Amount
Not Applicable

b) Maximum Redemption

Amount
Not Applicable

(iv)
Notice Period:
As per Conditions
21.

Clean-up Redemption Option:
Applicable

(i)
Clean-up Percentage:
80 per cent.

(ii)
Notice Period:
As per Conditions

(iii)
Optional
Redemption
Amount(s) of each Note and
method,
if
any,
of
calculation
of
such
amount(s):
Current Principal Amount

(iv) Optional Clean-up

Redemption Date(s) (solely
if the Clean-Up Percentage
is reached):
Any Interest Payment Date falling on or after
23 March 2028
22.

Redemption at the Option of

Noteholders (Noteholder Put):
Not Applicable
23.
(i)
MREL/TLAC

Disqualification Event

Call Option:
Applicable

(ii)
Early Redemption

Amount:
Current Principal Amount
24.

Final Redemption Amount of each
Note:
Not Applicable
25.

Early Redemption Amount of each
Note:
Current Principal Amount
26.
Make-Whole Redemption

Amount:
Not Applicable
General Provisions Applicable to the Notes

27.
(i)
Form of Notes (Bearer

Notes):
Dematerialised Notes
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(ii)
Form of Dematerialised

Notes:
Bearer dematerialised form (au porteur)

(iii)
Registration Agent:
Not Applicable

(iv)
Calculation Agent(s) (if

not the Fiscal Agent):
Not Applicable

(v)
Temporary Global

Certificate:
Not Applicable
28.

Exclusion of the possibility to

request identification of a

Noteholder as Provided by

Condition 1(a):
Not Applicable
29.

Financial Center:
TARGET2
30.

Talons for future Coupons or

Receipts to be attached to

Definitive Materialised Bearer

Notes (and dates on which such

Talons mature):
Not Applicable
31.

Details relating to Instalment

Notes:
Not Applicable
32.

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

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

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

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Responsibility
I hereby accept responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer on 6 January 2023

Duly represented by: Laurent Côte

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DocuSign Envelope ID: 1332CE83-ECFF-4B80-A95E-044A28B72980

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
10 January 2023
(ii) Estimate of total expenses related

to admission to trading:
EUR 16,000 (without tax)
2. RATINGS

The Notes to be issued have been rated:

Standard & Poor's: BBB-
Fitch: BBB
Standard & Poor'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 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 "BBB" rating
means that the Issuer's capacity to meet its financial
commitment on the obligation is adequate but more
subject to adverse economic conditions. The addition
of a minus (-) sign shows relative standing within that
rating categories.
As defined by Fitch, a "BBB" rating indicate that
expectations of default risk are currently low. The
capacity for payment of financial commitments is
considered adequate, but adverse business or
economic conditions are more likely to impair this
capacity.
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. The
Joint Lead Managers and their affiliates have engaged, and may in the future engage, in
investments banking and for commercial banking transactions with, and may perform other
services for, the Issuer and its affiliates in the ordinary course of business.
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