Obligation Crédit Agricole SA 5.5% ( FR001400KDS4 ) en EUR

Crédit Agricole SA

106.56 % ▼

France

FR001400KDS4 ( en EUR )

5.5% par an ( paiement annuel )

27/08/2033

Prospectus brochure de l'obligation Crédit Agricole FR001400KDS4 en EUR 5.5%, échéance 27/08/2033

28/08/2026 ( Dans 297 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 EUR, avec le code ISIN FR001400KDS4, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/08/2033

DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
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
2014/65/EU (as amended, "MiFID II"); and (i ) 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 (i ) 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.

DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
Final Terms dated 24 August 2023
Crédit Agricole S.A.
Legal Entity Identifier (LEI): 969500TJ5KRTCJQWXH05
Euro Medium Term Note Programme
Series No: 676
Tranche No: 1
Issue of EUR 1,000,000,000 Subordinated Callable Fixed Rate Resettable Notes
due 28 August 2033
(the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Lead Manager and Sole Bookrunner
Crédit Agricole CIB
Joint Lead Managers
Bankinter
Rabobank
Co-Lead Manager
Bank of China
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 Dealer 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 Dealer has authorised, nor do they authorise, the making of any
offer of Notes in any other circumstances.
The expression "Prospectus Regulation" means Regulation (EU) No 2017/1129, as
amended.
A52136717
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
Part A -- Contractual Terms
Terms used herein shal be deemed to be defined as such for the purposes of the Conditions
set forth in "Terms and Conditions of the Notes" in the base prospectus dated 6 April 2023
which has received approval no. 23-102 from the Autorité des marchés financiers (the "AMF")
on 6 April 2023, the first supplement to it dated 22 May 2023 which has received approval
no. 23-172 from the AMF on 22 May 2023 and the second supplement to it dated
16 August 2023 which has received approval no. 23-359 from the AMF on 16 August 2023
and 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-et-notations/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:
676
(i )
Tranche Number:
1
(i i)
Date on which the Notes
Not Applicable
become fungible:
3.

Specified Currency or Currencies:
Euro ("EUR")
4.

Aggregate Nominal Amount:
(i)
Series:
EUR 1,000,000,000
(i )
Tranche:
EUR 1,000,000,000
5.

Issue Price:
99.574 per cent. of the Aggregate Nominal
Amount
6.

Specified Denomination:
EUR 100,000
7.

(i)
Issue Date:
28 August 2023
(i )
Interest Commencement
Date:
Issue Date
8.

Maturity Date:
28 August 2033
9.

Interest Basis:
5.500 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 wil be
redeemed on the Maturity Date at
100.00 per cent. of their nominal amount.
11.

Change of Interest Basis:
Not Applicable
12.

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

Status:
Subordinated Notes
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
14.
Dates of the corporate
authorisations for issuance of the
Notes:
Resolution of the Board of Directors of the
Issuer dated 8 February 2023 and the
décision d'émission dated 24 August 2023.
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
(i )
Interest Payment Dates:
28 August in each year from (and including)
28 August 2024 up to (and including) the
Maturity Date
(i i)
Fixed Coupon Amount:
EUR 5,500 per Note of EUR 100,000
Specified Denomination payable on each
Interest Payment Date from, and including
28 August 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:
28 August 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 5.500 per cent. per
annum payable annual y in arrear
- First Margin:
+ 2.250 per cent. per annum
- Subsequent Margin:
Not Applicable
- First Reset Date:
28 August 2028
- Second Reset Date:
Not Applicable
- Subsequent Reset
Date(s):
Not Applicable
- Reset Determination
Date(s):
The day falling two (2) T2 Business Days
prior to the First Reset Date
- Reset Reference Rate: Mid-Swap Rate
- Relevant Screen Page: Reuters Screen Page ICESWAP2
- Relevant Time:
11.00 a.m. (Brussels time)
- Mid-Swap Maturity:
5 years
- Mid-Swap Floating Leg
Benchmark Rate:
5-year EUR Mid-Swap Rate
- First
Reset
Period
Fal back:
Not Applicable
- Party responsible for
calculating the Reset
Reference Rate and
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
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): The First Reset Date
(i )
Optional
Redemption
Amount(s) of each Note and
method, if any, of calculation
of such amount(s):
EUR 100,000 per Note of EUR 100,000
Specified Denomination
(i i) 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:
75 per cent.
(i )
Notice Period:
As per Conditions
(i i)
Optional
Redemption
Amount(s) of each Note and
method, if any, of calculation
of such amount(s):
EUR 100,000 per Note of EUR 100,000
Specified Denomination
(iv)
Optional
Clean-up
Redemption Date(s) (solely if
the Clean-Up Percentage is
reached):
The First Reset Date and any Interest
Payment Dates thereafter
22.

Redemption at the Option of
Noteholders (Noteholder Put):
Not Applicable
23.
MREL/TLAC Disqualification Event
Call Option:
Applicable
Early Redemption Amount (in
respect of an MREL/TLAC
Disqualification Event Cal Option):
Final Redemption Amount
24.

Final Redemption Amount of each
Note:
Subject to any purchase and cancellation or
A52136717
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
early redemption, the Notes wil be
redeemed on the Maturity Date at
100.00 per cent. of their outstanding
principal amount.
25.

Early Redemption Amount of each
Note:
EUR 100,000 per Note of EUR 100,000
Specified Denomination
26.
Make-Whole Redemption Amount:
Not Applicable
General Provisions Applicable to the Notes
27.
(i)
Form of Notes (Bearer
Notes):
Dematerialised Notes
(i )
Form of Dematerialised
Notes:
Bearer dematerialised form (au porteur)
(i i)
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:
T2
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 Notes
Masse:
Contractual Masse shal 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, wil receive a
remuneration of EUR 300 per year
(excluding taxes), payable as per the
Conditions.
A52136717
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
Responsibility
I hereby accept responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer on 24 August 2023
Duly represented by: Aurélien Harff
A52136717
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
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
28 August 2023.
(i ) Estimate of total expenses related
to admission to trading:
EUR 9,600 (without tax)
2. RATINGS
The Notes to be issued have been rated:
Standard & Poor's: BBB+
Moody's: Baa1
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
(www.standardandpoors.com), a "BBB" rating means
that the Issuer's capacity to meet its financial
commitments on the obligation is adequate but more
subject to adverse economic conditions. The addition
of a plus (+) sign shows relative standing within that
rating category.
As defined by Moody's (www.moodys.com),
obligations rated "Baa" by Moody's are subject to
moderate credit risk. They are considered medium-
grade and as such may possess speculative
characteristics. The modifier 1 indicates that the
obligations rank in the higher end of that generic
rating category.
As defined by Fitch (www.fitchratings.com), 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
A52136717
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
conditions 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 for the fees payable to the Managers, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the issue. The Managers and their affiliates have
engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary
course of business.
4. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
The net proceeds wil be used for the Issuer's general
funding requirements
(i )
Estimated net proceeds:
EUR 991,740,000
5. YIELD
Indication of yield:
5.600 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 28 August 2028 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:
FR001400KDS4
(i )
Common Code:
267168849
(i i)
Any clearing system(s) other
than Euroclear Bank SA/NV
and Clearstream Banking
Société Anonyme and the
A52136717
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DocuSign Envelope ID: 0964D299-2A3E-4B01-B27A-6913FDE8653E
relevant
identification
number(s):
Euroclear France
(iv)
Delivery:
Delivery against payment
(v)
Names and addresses of
Paying Agent(s) (including
any additional Paying
Agent(s)):
Uptevia
89-91, rue Gabriel Péri
92120 Montrouge
France
7. DISTRIBUTION
1. Method of distribution:
Syndicated
2. If syndicated,
(i)
Names of Managers
(specifying Lead
Manager):
Lead Manager and Sole Bookrunner
Crédit Agricole Corporate and Investment Bank
Joint Lead Managers
Bankinter, S.A.
Coöperatieve Rabobank U.A.
Co-Lead Manager
Bank of China (Europe) S.A.
(i )
Date of Subscription
Agreement (if any):
24 August 2023
(i i)
Stabilisation Manager(s)
(if any):
Crédit Agricole Corporate and Investment Bank
3. If non-syndicated, name of Dealer: Not Applicable
4. Intermediary(ies) in secondary
trading:
Not Applicable
5. U.S. Sel ing Restrictions:
Reg. S Compliance Category 2; TEFRA Not
Applicable
6. Prohibition of Sales to EEA Retail
Investors under the PRIIPs
Regulation:
Not Applicable
7. Prohibition of Sales to UK Retail
Investors under the UK PRIIPs
Regulation:
Not Applicable
8. Additional Sel ing Restrictions:
Not Applicable
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