Obligation Crédit Agricole SA 2.811% ( USF2R125CH68 ) en USD

Crédit Agricole SA

100 % ▲

France

USF2R125CH68 ( en USD )

2.811% par an ( paiement semestriel )

10/01/2041

Prospectus brochure de l'obligation Crédit Agricole USF2R125CH68 en USD 2.811%, échéance 10/01/2041

250 000 USD

1 500 000 000 USD

F2R125CH6

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

11/01/2026 ( Dans 172 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 USD, avec le code ISIN USF2R125CH68, paye un coupon de 2.811% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/01/2041

L'Obligation émise par Crédit Agricole SA ( France ) , en USD, avec le code ISIN USF2R125CH68, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Crédit Agricole SA ( France ) , en USD, avec le code ISIN USF2R125CH68, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Pricing Term Sheet dated January 5, 2021

Crédit Agricole S.A.

U.S.$20,000,000,000
Medium-Term Note Program
Series No. 27
Tranche No. 1
U.S.$1,500,000,000 Principal Amount of
2.811% Subordinated Fixed Rate Notes due 2041
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the Base Offering Memorandum dated April 8, 2020 (the "Base
Offering Memorandum"), as supplemented by Supplement No. 1 to the Base Offering
Memorandum dated January 5, 2021 (the "Offering Memorandum Supplement No. 1").
The Base Offering Memorandum as supplemented by the Offering Memorandum
Supplement No. 1 is herein called the "Offering Memorandum". This document
constitutes the Pricing Term Sheet of the Notes described herein and must be read in
conjunction with the Offering Memorandum. Full information on the Issuer and the offer
of the Notes is only available on the basis of the combination of this Pricing Term Sheet
and the Offering Memorandum (including the documents incorporated by reference
therein).

Issuer:
Crédit Agricole S.A.
Expected Security Ratings*:
Moody's Investors Service Inc.: Baa1
Standard & Poor's Global Ratings: BBB+
Fitch Ratings: A-
Security:
2.811% Subordinated Fixed Rate Notes due 2041
(referred to herein as the "Notes")

The Notes constitute obligations under French
Law and are issued or deemed to be issued outside
of France. See "Status" below.
Principal Amount and

Currency:
U.S.$ 1,500,000,000
Offering Date:
January 5, 2021
Original Issue Date:
January 11, 2021 (T+4)
Interest Commencement Date:
Original Issue Date
Maturity Date:
January 11, 2041
Issue Price:
100.000%

Interest Basis:
2.811% Fixed Rate, accruing from and including
the Interest Commencement Date to and excluding
the Maturity Date
Treasury Benchmark:
UST 1.375% due August 15, 2050
Treasury Benchmark Price:
92-07
Treasury Benchmark Yield:
1.711%
Re-offer Spread to Treasury
+110 bps
Benchmark:
Re-offer Yield:
2.811%
Interest Payment Date(s):
Interest will be payable semi-annually in arrears on
each January 11 and July 11, commencing on July
11, 2021 and ending on the Maturity Date
Business Day Convention:
Following Business Day Convention Unadjusted
Day Count Fraction:
30/360
Business Days:
Any day, not being a Saturday or a Sunday, on
which exchange markets and commercial banks
are open for business in New York
Optional Redemption upon a
The Notes may be redeemed in whole or in part at
Withholding Tax Event, a
the option of the Issuer upon the occurrence of a
MREL/TLAC Disqualification
Withholding
Tax
Event,
MREL/TLAC
Event, a Capital Event or a Tax Disqualification Event (i.e. full or partial
Deductibility Event:
disqualification of the Notes as MREL/TLAC-
Eligible Instruments), Capital Event (as a result of
which the Notes would be fully or partially
excluded from Tier 2 Capital) and Tax Deductibility
Event (subject to the provisions of Condition 9(i)
(Additional
Conditions
for
the
Optional
Redemption, Repurchase or Cancellation of
Subordinated Notes) of the Base Offering
Memorandum) in accordance with Condition
9(d)(i) (Optional Tax Redemption upon the
Occurrence of a Withholding Tax Event), Condition
9(d)(ii) (Optional Tax Redemption upon the
Occurrence of a Tax Deductibility Event in the case
of Subordinated Notes), Condition 9(e) (Optional
Redemption upon the Occurrence of an
MREL/TLAC
Disqualification
Event)
and
Condition 9(f) (Optional Redemption upon the
Occurrence of a Capital Event in the case of
Subordinated Notes) in the Base Offering
Memorandum at a redemption price equal to the
Redemption Amount, together with accrued but
unpaid interest (if any) on the Notes to, but
excluding, the date of redemption.

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Any optional redemption will be subject to
Applicable MREL/TLAC Regulations and to the
prior permission of the Relevant Regulator and the
Relevant Resolution Authority, if required.

No optional redemption of the Notes will be
permitted prior to five (5) years from the Original
Issue Date upon the occurrence of a MREL/TLAC
Disqualification Event.
Redemption Amount:
100% of the principal amount of the Notes.
Substitution and Variation:
In the event that a Capital Event, a Tax
Deductibility Event, a Withholding Tax Event, or a
MREL/TLAC Disqualification Event occurs and is
continuing in respect of the Notes, the Issuer may,
at its option and in accordance with Condition
10(c) in the Terms and Conditions of the Notes,
subject to the prior permission of the Relevant
Regulator and/or the Relevant Resolution
Authority, if required, substitute all (but not some
only) of the Notes or modify the terms of all (but
not some only) of the Notes, without any
requirement for the consent of the Noteholders, so
that such Notes become or remain Qualifying
Subordinated Notes (as defined below).

No substitution of the Notes in case of a
MREL/TLAC Disqualification Event will be
permitted prior to five (5) years from the Original
Issue Date, unless a Capital Event has also occurred
and is continuing.

"Qualifying Subordinated Notes" means, at any
time, securities issued directly or indirectly by the
Issuer that have terms not otherwise materially less
favorable to the Noteholders than those of the
Notes and that respect all other conditions as
defined in the Offering Memorandum.

The Notes are subject to the exercise of Statutory
Statutory Loss Absorption:
Loss Absorption Powers in accordance with the
European Bank Resolution Directive as transposed
under French Law.
No Negative Pledge:
There is no negative pledge in respect of the Notes.
Status:
The Notes are subordinated notes (constituting

obligations under French law) issued pursuant to
the provisions of Article L. 228-97 of the French
Commercial Code.
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The Notes rank and shall rank:

(i) pari passu without any preference among
themselves;
(ii) so long as the Notes constitute Tier 2
Capital fully or partly, pari passu with (a)
any obligations or capital instruments of
the Issuer which constitute Tier 2 Capital
of the Issuer fully or partly and (b) any
other present and future direct,
unconditional, unsecured and subordinated
obligations of the Issuer that rank or are
expressed to rank equally with the Notes;
(iii) if and when the Notes no longer constitute
Tier 2 Capital fully or partly,
(a) senior to (x) any obligations or capital
instruments of the Issuer which
constitute Tier 2 Capital of the Issuer
fully or partly and any other present
and future direct, unconditional,
unsecured and subordinated obligations
of the Issuer that rank or are expressed
to rank equally with them and (y) any
other present and future direct,
unconditional, unsecured and
subordinated obligations of the Issuer
that rank or are expressed to rank junior
to the Notes,
(b) pari passu with any other present and
future direct, unconditional, unsecured
and subordinated obligations of the
Issuer that rank or are expressed to rank
pari passu with the Notes which no
longer constitute Tier 2 Capital fully or
partly;

(iv) senior to any present and future prêts
participatifs granted to the Issuer, titres
participatifs issued by the Issuer and
deeply subordinated obligations of the
Issuer (engagements dits "super
subordonnés" or engagements
subordonnés de dernier rang); and
(v) junior to all present and future
unsubordinated creditors (including
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depositors) of the Issuer and subordinated
creditors of the Issuer other than the
present or future claims of creditors that
rank or are expressed to rank pari passu
with or junior to the Notes.

Waiver of Set-Off:
Noteholders will not be entitled to any Waived
Set-Off Rights under the Notes.
No Event of Default:
There are no events of default under the Notes
which could lead to an acceleration of the Notes,
except in the case of the liquidation of the Issuer.
Governing Law:
New York law, except for the section "Terms and
Conditions of the NotesCondition 3 (Status of the
Notes)" in the Offering Memorandum which shall
be governed by, and construed in accordance with,
French law.
Form of Issuance:
Rule 144A / Regulation S
Form of Notes:
Registered book-entry form through DTC,
Euroclear and Clearstream
Denominations:
U.S.$250,000 and integral multiples of U.S.$1,000
in excess thereof
Method of Distribution:
Syndicated
Sole Bookrunner:
Credit Agricole Securities (USA) Inc.
Joint-Lead Managers:
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Santander Investment Securities Inc.
Fiscal and Paying Agent,
The Bank of New York Mellon
Transfer Agent, Calculation
Agent and Registrar:
Rule 144A CUSIP / ISIN:
225313 AN5 / US225313AN57
Regulation S CUSIP / ISIN:
F2R125 CH6 / USF2R125CH68

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time.

Certain of the above statements are summaries of the complete descriptions in the Offering Memorandum
and are qualified thereby. Potential investors should refer to the Offering Memorandum and not rely solely
on this Pricing Term Sheet in respect of such matters.
Use of Proceeds
The net proceeds of the offering of the Notes are expected to be U.S.$1,491,000,000 and
will be used for general funding purposes.

Settlement
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It is expected that delivery of the Notes will be made against payment therefor on or about
January 11, 2021 which will be four business days following the date of pricing of the
Notes hereof (this settlement cycle being referred to as "T+4"). Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market generally are required to
settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade at the commencement of trading will be
required, by virtue of the fact that the Notes initially will settle in T+4, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed settlement and
should consult their own advisor.
Documents Incorporated by Reference
The documents incorporated by reference as of the date of this pricing term sheet include
those specifically listed under "Documents Incorporated by Reference" in the Offering
Memorandum.
Important Information
The Notes have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction of the United States, and may not be offered, sold
or delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S ("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. Accordingly, the Notes are being
offered and sold only (i) outside the United States to non-U.S. persons in reliance on
Regulation S and (ii) within the United States to persons who are "qualified
institutional buyers" (each, a "QIB") within the meaning of Rule 144A ("Rule
144A") under the Securities Act and the rules and regulations thereunder, acting for
their own account or for the account of one of more QIBs in reliance on Rule 144A.
Prospective purchasers are hereby notified that sellers of the Notes may be relying
on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. See "Plan of Distribution" and "Notice to Purchasers" in the Offering
Memorandum for information about eligible offerees and transfer restrictions.
The distribution of this Pricing Term Sheet and the offering of the Notes in certain
jurisdictions may be restricted by law and therefore persons into whose possession
this Pricing Term Sheet comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions could result in a
violation of the laws of such jurisdiction.
The Notes are not bank deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental or deposit insurance
agency or entity.
You may obtain a copy of the Offering Memorandum for this transaction from the
Dealers referred to herein.

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