Obligation Crédit Agricole SA 0% ( XS0572353810 ) en EUR

Société émettrice Crédit Agricole SA
Prix sur le marché 100 %  ▲ 
Pays  France
Code ISIN  XS0572353810 ( en EUR )
Coupon 0%
Echéance 09/01/2019 - Obligation échue



Prospectus brochure de l'obligation Crédit Agricole XS0572353810 en EUR 0%, échue


Montant Minimal /
Montant de l'émission /
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 XS0572353810, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/01/2019








Base Prospectus dated 10 April 2019

Crédit Agricole S.A.
including acting through its London Branch
(incorporated with limited liability in the Republic of France)
Euro 75,000,000,000
Euro Medium Term Note Programme

Crédit Agricole S.A. (the "Issuer") acting directly or through its London branch may, subject to compliance with all relevant laws, regulations and directives, from time to time
issue Euro Medium Term Notes (the "Notes") denominated in any currency (including Euro) under its Euro 75,000,000,000 Euro Medium Term Note Programme initial y
established on 21 April 1999 (as amended, supplemented and restated from time to time, the "Programme"). The aggregate nominal amount of Notes outstanding (including
those issued through the Issuer's London Branch) wil not at any time exceed Euro 75,000,000,000 (or the equivalent in other currencies).
The Notes may be either senior Notes ("Senior Notes") or subordinated Notes ("Subordinated Notes"). It is the intention of the Issuer that the Subordinated Notes shall (i) for
supervisory purposes, be treated as Tier 2 Capital (as defined hereinafter), and (ii) for regulatory purposes, be treated as MREL/TLAC-Eligible Instruments (as defined
hereinafter) under the Applicable MREL/TLAC Regulations (as defined hereinafter). The Senior Notes may be either senior preferred Notes ("Senior Preferred Notes") or
senior non-preferred Notes ("Senior Non-Preferred Notes"). It is the intention of the Issuer that the Senior Non-Preferred Notes shall, for regulatory purposes, be treated as
MREL/TLAC-Eligible Instruments under the Applicable MREL/TLAC Regulations. If and to the extent permitted by the Applicable MREL/TLAC Regulations, the Issuer may treat
the Senior Preferred Notes for regulatory purposes as MREL/TLAC Eligible Instruments under the Applicable MREL/TLAC Regulations.
The Notes wil be governed by either English law ("English Law Notes") or French law ("French Law Notes"), as specified in the relevant Final Terms (as defined below).
English Law Notes will be issued pursuant to the terms and conditions set out herein in the section entitled "Terms and Conditions of the English Law Notes", as completed by
the Final Terms for the English Law Notes, the form of which is also set out herein (See "Form of Final Terms for English Law Notes").
French Law Notes will be issued pursuant to the terms and conditions set out herein in the section entitled "Terms and Conditions of the French Law Notes", as completed by
the Final Terms for the French Law Notes, the form of which is also set out herein (See "Form of Final Terms for French Law Notes").
References in this base prospectus (the "Base Prospectus") to the "Terms and Conditions of the Notes" shall mean the Terms and Conditions of the English Law Notes
and/or the Terms and Conditions of the French Law Notes, as applicable; and references to "Final Terms" shall mean the Final Terms for the English Law Notes and/or the
Final Terms for the French Law Notes, as applicable.
Any Notes to be issued on or after the date hereof under the Programme are issued subject to the provisions set out herein. This does not affect any Notes issued prior to the
date hereof. This Base Prospectus supersedes the Base Prospectus dated 9 April 2018 and all Supplements thereto and shall be in force for a period of one year as of the date
of its approval by the Autorité des marchés financiers (the "AMF").
Application has been made for approval of this Base Prospectus to the AMF in France in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général
which implements Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended
(the "Prospectus Directive"). References in this Base Prospectus to the "Prospectus Directive" shall include the amendments made by Directive 2010/73/EU and include
any relevant implementing measure in the relevant member state of the European Economic Area (the "EEA" and any State member of the EEA, an "EEA Member State").
Application may be made (i) to Euronext Paris for the period of 12 months from the date of approval of this Base Prospectus by the AMF, for Notes issued under the Programme
to be listed and admitted to trading on Euronext Paris, and/or (ii) to the listing authority of any other EEA Member State for Notes issued under the Programme to be listed and
admitted to trading on a Regulated Market (as defined below) in such EEA Member State. Euronext Paris is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU, as amended (a "Regulated Market"). The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes
will be admitted to trading on Euronext Paris (or any other stock exchange). In the case of any Notes which are to be admitted to trading on a Regulated Market or offered to
the public within the territory of any EEA Member State, in each case in circumstances which require the publication of a prospectus under the Prospectus Directive, the
minimum denomination of each Note wil be such as may be allowed or required from time to time by the relevant central bank (or equivalent body, however called) or any laws
or regulations applicable to the Issuer or the relevant Specified Currency (as defined hereinafter).
This Base Prospectus, the Documents Incorporated by Reference (as defined hereinafter), any supplement to this Base Prospectus prepared from time to time and the Final
Terms, relating to an issue of Notes will be published on the website of the Issuer (www.credit-agricole.com) and/or on the website of the AMF (www.amf-france.org).
S&P Global Ratings, acting through Standard & Poor's Credit Market Services France SAS ("Standard & Poor's") assigns long and short-term Issuer Credit Ratings of A+/
Stable outlook/A-1 to Crédit Agricole S.A., Moody's Investors Service Limited ("Moody's") assigns an Issuer Rating of A1/Positive outlook/P-1 to Crédit Agricole S.A., Fitch
France S.A.S ("Fitch") assigns long and short-term Issuer Default Ratings of A+/Stable outlook/F1 to Crédit Agricole S.A. Each of Standard & Poor's, Moody's and Fitch is
established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and included in the list of credit rating
agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/supervision/credit-
rating-agencies/risk). Notes issued under the Programme may be rated or unrated. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency. Ratings can come under review at any time by rating agencies. Investors are invited to refer to
the websites of the relevant rating agencies in order to have access to the latest ratings (respectively: www.standardandpoors.com, www.moodys.com, and
www.fitchratings.com).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus before deciding to invest in the Notes issued
under the Programme.


In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General Regulations (Règlement Général) of the AMF,
in particular Articles 212-31 to 212-33, the AMF has granted to this Base Prospectus the visa no. 19-151 on 10 April 2019. This Base Prospectus was prepared
by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was
granted following an examination by the AMF of whether the document is complete and comprehensible and whether the information it contains is coherent. It
does not imply an approval by the AMF of the opportunity of the transactions contemplated hereby nor that the AMF has verified the accounting and financial
data set out in it. In accordance with Article 212-32 of the AMF's General Regulations, any issuance or admission to trading of notes on the basis of this Base
Prospectus shall be subject to the publication of Final Terms, setting out the terms of the securities being issued.
ARRANGER AND DEALER
Crédit Agricole CIB
English Law Notes may be issued in bearer form ("Bearer Notes") or registered form ("Registered Notes"). Each Tranche (as defined hereinafter) of Bearer Notes wil be
represented on issue by a temporary global note in bearer form (each a "temporary Global Note") or a permanent global note in bearer form (each a "permanent Global



Note" and, together with the temporary Global Note, the "Global Notes"). If the Global Notes are stated in the relevant Final Terms to be issued in new global note ("NGN")
form ("New Global Notes" or "NGNs"), the Global Notes wil be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank SA/NV (1, Boulevard du roi Albert II, 1210 Brussels, Belgium) ("Euroclear") and Clearstream Banking S.A. (42, Avenue J.F Kennedy, LL-
1855 Luxembourg, Luxembourg) ("Clearstream, Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") may be delivered on or
prior to the original issue date of the Tranche to a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary").
Each Tranche of Registered Notes which is sold in an "offshore transaction" within the meaning of Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as
amended (the "Securities Act") will initially be represented by a permanent registered global certificate (each an "Unrestricted Global Certificate"), without interest coupons,
which may be deposited on the issue date (i) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with a common depositary
on behalf of Euroclear and Clearstream, Luxembourg, (ii) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream, Luxembourg or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer and (ii ) in the case of a Tranche intended to be held
under the New Safekeeping Structure the ("NSS") with a Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Registered Notes which are sold in the United States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"), will
initial y be represented by a permanent registered global certificate (each a "Restricted Global Certificate" and, together with the "Unrestricted Global Certificate", the
"Global Certificates"), without interest coupons, which will be deposited on the issue date with a custodian for, and registered in the name of Cede & Co. as nominee for, The
Depository Trust Company ("DTC"). Registered Notes which are sold in the United States to institutions that are accredited investors (as defined in Rule 501 (a)(1), (2), (3) or
(7) of Regulation D ("Regulation D") under the Securities Act) ("Institutional Accredited Investors") pursuant to Section 4(a)(2) of the Securities Act will be represented by
definitive registered notes ("Definitive Registered Notes"). Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown
on, and transfers thereof will be effected only through, records maintained by Euroclear, Clearstream, Luxembourg and/or DTC, and their respective participants. See "Clearing
and Settlement in respect of the English Law Notes". The provisions governing the exchange of interests in the Global Notes for other Global Notes and Definitive Bearer Notes
and the exchange of interests in each Global Certificate for Definitive Registered Notes are described in "Form of the English Law Notes".
French Law Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein and as
specified in the relevant Final Terms.
In respect of French Law Notes, Dematerialised Notes (i) wil be evidenced in accordance with Articles L. 211-3 et seq. and R. 211-1 et seq. of the French Code monétaire et
financier by book entries with no physical documents of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) being
issued in respect of the Dematerialised Notes, and (ii) issued, at the option of the Issuer and as specified in the relevant Final Terms, in either bearer dematerialised form (au
porteur), which will be inscribed in the books of Euroclear France S.A. (66, rue de la Victoire, 75009 Paris, France) ("Euroclear France") (acting as central depositary) which
shall credit the accounts of Account Holders (as defined hereinafter), or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant
holder in either administered registered form (au nominatif administré) inscribed in the books of an Account Holder designated by the relevant holder of Notes or in fully
registered form (au nominatif pur) in which case they will be inscribed either with the Issuer or the Registration Agent (as defined hereinafter).
In respect of French Law Notes, Materialised Notes will be issued in bearer definitive form ("Materialised Bearer Notes") only. Materialised Bearer Notes in definitive form
("Definitive Materialised Bearer Notes") are serially numbered and are issued with interest coupons (the "Coupons") (and, where appropriate, a talon (the "Talon") for further
Coupons) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and
Talons in this Base Prospectus are not applicable. Instalment Notes (the "Instalment Notes") are issued with one or more receipts for the payment of instalments of principal
(the "Receipts") attached. The holders of Coupons and Talons and the holders of Receipts are respectively referred to as the "Couponholders" and the "Receiptholders". In
accordance with Articles L. 211-3 and R. 211-11 of the French Code monétaire et financier, securities (including the Materialised Notes) in materialised form and governed by
French law must be issued outside the French territory.
A temporary global certificate in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes.
Such Temporary Global Certificate will subsequently be exchanged for Definitive Materialised Bearer Notes on or after a date expected to be on or about the 40th calendar day
after the issue date of the Notes upon certification as to non-U.S. beneficial ownership with, where applicable, Coupons attached. Temporary Global Certificates will (a) in the
case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary for Euroclear and/or
Clearstream, Luxembourg, (b) in the case of a Tranche intended to be cleared through Euroclear France, be deposited with Euroclear France as central depositary, and (c) in
the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg and Euroclear France or
delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer(s) (as defined below). Unless otherwise provided for, al references to
a "day" shall be to a calendar day.
Unless otherwise specified in the relevant Final Terms, French Law Notes may not be offered or resold within the United States or to, or for the account or benefit of, U.S.
persons.
The Issuer may agree with any Dealer (as defined hereinafter) that Notes may be issued in a form not, or not fully, contemplated by the applicable Terms and Conditions of the
Notes herein, in which event a separate prospectus (if appropriate) wil be prepared and made available by the Issuer which wil describe the effect of the agreement reached
in relation to such Notes and, if required, will be submitted to the AMF or any other competent authority for approval pursuant to the Prospectus Directive.
The Issuer may from time to time terminate the appointment of any Dealer under the Programme or appoint additional Dealers either in respect of one or more Tranches or in
respect of the whole Programme. References in this Base Prospectus to "Permanent Dealers" are to Crédit Agricole Corporate and Investment Bank and to such additional
persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and to "Dealers" are to all Permanent Dealers
and all persons appointed as Dealers in respect of one or more Tranches.


2



IMPORTANT NOTICES
This Base Prospectus has been prepared for the purpose of giving information with regard
to the Issuer and the Notes. The Issuer, having taken all reasonable care to ensure that such
is the case, confirms that the information contained in this Base Prospectus is, to the best of
its knowledge, in accordance with the facts and contains no omission likely to affect its
import. The Issuer accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation other
than those contained in this Base Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers or the Arranger. Neither the
delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the
Issuer, or the Issuer and its consolidated subsidiaries (together, the "Crédit Agricole S.A.
Group") or the Caisses régionales de Crédit Agricole Mutuel (the "Caisses régionales" or the
"Regional Banks"), the Caisses Locales de Crédit Agricole (the "Caisses Locales" or the
"Local Banks"), the Issuer, and their respective consolidated subsidiaries (the "Crédit
Agricole Group") since the date hereof or the date upon which this Base Prospectus has been
most recently supplemented or that there has been no adverse change in the financial
position of the Issuer, or the Crédit Agricole S.A. Group or Crédit Agricole Group since the
date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
comes are required by the Issuer, the Dealers and the Arranger to inform themselves about
and to observe any such restriction. For a description of certain restrictions on offers and
sales of Notes and on distribution of this Base Prospectus, see "Subscription and Sale".
Retail investors are only eligible to subscribe for Senior Non-Preferred Notes if they possess
sufficient experience and financial capacity and sophistication.
MIFID II product governance / target market ­ The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a
distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of
such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
3



Important Notices
PRIIPs ­ IMPORTANT ­ EEA RETAIL INVESTORS ­ If the relevant Final Terms for a Tranche
of Notes issued under the Programme includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", such 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
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
Directive 2016/97/EU, as amended, 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 Directive. 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.
NOTIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT,
CHAPTER 289 OF SINGAPORE ­ Unless otherwise stated in the relevant Final Terms, all
Notes issued under the Programme shall be prescribed capital markets products as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE
NOTES OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES
THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN
EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER
NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, U.S.
PERSONS (AS DEFINED IN THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED,
AND REGULATIONS THEREUNDER).
THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S AND, WITHIN THE UNITED STATES IN
REGISTERED FORM ONLY TO QIBs IN RELIANCE ON RULE 144A AND A LIMITED NUMBER
OF INSTITUTIONAL ACCREDITED INVESTORS THAT EXECUTE AND DELIVER A LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS. PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE ENGLISH LAW NOTES MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND CERTAIN
FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE NOTES AND
DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "TRANSFER RESTRICTIONS FOR THE
ENGLISH LAW NOTES" AND "SUBSCRIPTION AND SALE".
TO PERMIT COMPLIANCE WITH RULE 144A IN CONNECTION WITH SALES OF ENGLISH LAW
NOTES, FOR AS LONG AS ANY OF THE ENGLISH LAW NOTES REMAIN OUTSTANDING AND
ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE
4


Important Notices
SECURITIES ACT, THE ISSUER WILL FURNISH UPON THE REQUEST OF A HOLDER OF
NOTES OR OF A BENEFICIAL OWNER OF AN INTEREST THEREIN, OR TO A PROSPECTIVE
PURCHASER OF SUCH NOTES OR BENEFICIAL INTERESTS DESIGNATED BY A HOLDER
OF NOTES OR A BENEFICIAL OWNER OF AN INTEREST THEREIN TO SUCH HOLDER,
BENEFICIAL OWNER OR PROSPECTIVE PURCHASER, THE INFORMATION REQUIRED TO
BE DELIVERED UNDER RULE 144A(d)(4) UNDER THE SECURITIES ACT AND WILL
OTHERWISE COMPLY WITH THE REQUIREMENTS OF RULE 144A(d)(4) UNDER THE
SECURITIES ACT, IF AT THE TIME OF SUCH REQUEST, THE ISSUER IS NOT A REPORTING
COMPANY UNDER SECTION 13 OR SECTION 15(d) OF THE U.S. SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, (THE "EXCHANGE ACT"), OR EXEMPT FROM REPORTING
PURSUANT TO RULE 12g3-2(b) UNDER THE EXCHANGE ACT.
UNLESS OTHERWISE SPECIFIED IN THE RELEVANT FINAL TERMS, FRENCH LAW NOTES
MAY NOT BE OFFERED OR RESOLD WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Dealers to subscribe for, or purchase, any Notes.
The Dealers have not separately verified the information contained in this Base Prospectus.
None of the Dealers makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this
Base Prospectus. Neither this Base 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, the Arranger or the Dealers that any recipient of
this Base 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 Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Dealers or the Arranger undertakes to
review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers or the Arranger.
Any person (an "Investor") purchasing the Notes under the Programme is solely responsible
for ensuring that any offer or resale of the Notes it purchased under the Programme occurs
in compliance with applicable laws and regulations.
Investors should note that, in the event that the United Kingdom should withdraw from the
European Union without a withdrawal agreement under article 50 of the Treaty on European
Union, the provisions of Regulation (EU) No 1215/2012 of The European Parliament And of
The Council of 12 December 2012 on jurisdiction and the recognition and enforcement of
judgments in civil and commercial matters ("Brussel I Regulation") may no longer be
applicable to judgments issued by the Courts of the United Kingdom. Accordingly, the
recognition and enforcement of final and enforceable judgments issued by the Courts of the
United Kingdom would be recognised and enforced by the courts in France pursuant to the
general rules applicable to the recognition and enforcement of foreign judgments under
Article 509 of the French code de procédure civile, save if other more favorable provisions
apply. The United Kingdom declared on 28 March 2019 that if there is no withdrawal
agreement, the United Kingdom will ratify the Convention on Choice of Courts Agreements
dated 30 June 2005 (the "Hague Convention"). However, the conditions and procedures
5


Important Notices
regarding the recognition and enforcement of English court judgements in the remaining
Member State of the European Union provided by the Brussel I Regulation and the Hague
Convention are different.

6



TABLE OF CONTENTS
IMPORTANT NOTICES .................................................................................................................. 3
SUMMARY ..................................................................................................................................... 8
RÉSUMÉ EN FRANÇAIS .............................................................................................................. 64
RISK FACTORS ......................................................................................................................... 121
CONDITIONS ATTACHED TO THE CONSENT OF THE ISSUER TO USE THE BASE
PROSPECTUS ........................................................................................................................... 150
DOCUMENTS INCORPORATED BY REFERENCE ................................................................... 152
CROSS-REFERENCE TABLE .................................................................................................... 155
REGULATORY CAPITAL RATIOS ............................................................................................. 159
SUPPLEMENT TO THE BASE PROSPECTUS .......................................................................... 160
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE 161
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ................................................... 175
FORM OF THE ENGLISH LAW NOTES ..................................................................................... 254
FORM OF FINAL TERMS FOR ENGLISH LAW NOTES ............................................................ 263
PART A -- CONTRACTUAL TERMS ......................................................................................... 266
PART B -- OTHER INFORMATION ........................................................................................... 280
ANNEX ­ ISSUE SPECIFIC SUMMARY .................................................................................... 288
CLEARING AND SETTLEMENT IN RESPECT OF ENGLISH LAW NOTES .............................. 289
TRANSFER RESTRICTIONS FOR THE ENGLISH LAW NOTES .............................................. 293
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES .................................................... 298
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF FRENCH LAW
MATERIALISED BEARER NOTES ............................................................................................. 382
FORM OF FINAL TERMS FOR FRENCH LAW NOTES ............................................................. 383
PART A -- CONTRACTUAL TERMS ......................................................................................... 386
PART B -- OTHER INFORMATION ........................................................................................... 400
ANNEX ­ ISSUE SPECIFIC SUMMARY .................................................................................... 408
USE OF PROCEEDS ................................................................................................................. 409
TAXATION .................................................................................................................................. 410
SUBSCRIPTION AND SALE....................................................................................................... 441
SENIOR AND SUBORDINATED DEBT SECURITIES IN ISSUE ................................................ 450
GENERAL INFORMATION ......................................................................................................... 451
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS .. 455
7



SUMMARY
Summaries are made up of disclosure requirements known as "Elements" which communication is
required by Annex XXII of the Commission Regulation (EC) 809/2004 of 29 April 2004, as amended.
These elements are numbered in Sections A ­ E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the Element.
In this case, a short description of the Element is included in the summary with the mention of `Not
Applicable'.
This summary includes specific sections titled "Issue specific summary" which wil be appended to
the relevant Final Terms. Where it is not specified if the section is an Issue specific summary or a
Programme summary, the section is common to both the Programme summary and the Issue
specific summary.
Section A - Introduction and warnings
A.1
Introduction and
This summary is provided for the purposes of the issue by Crédit
warning
Agricole S.A. (the "Issuer") (acting directly or through its London
Branch) of Notes of a denomination of less than 100,000 (or its
equivalent in other currencies). This summary must be read as an
introduction to this Base Prospectus. Any decision to invest in the
Notes should be based on a consideration by any investor of this
Base Prospectus as a whole, including any documents incorporated
by reference and any supplement from time to time. Where a claim
relating to information contained in this Base Prospectus is brought
before a court in a Member State of the European Economic Area
(an "EEA Member State"), the plaintiff may, under the national
legislation of the EEA Member State where the claim is brought, be
required to bear the costs of translating this Base Prospectus or any
supplement or document incorporated by reference before the legal
proceedings are initiated. Following the implementation of the
relevant provisions of the Prospectus Directive in each EEA Member
State no civil liability wil attach to the Issuer in any such EEA
Member State solely on the basis of this summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus or it
does not provide, when read together with the other parts of this
Base Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
8



Summary
Section A - Introduction and warnings
A.2
Consent for use
Programme Summary:
of the Base
In the context of any offer of Notes from time to time in France and/or
Prospectus in
the Grand Duchy of Luxembourg (the "Public Offer Jurisdictions")
subsequent re-
which is not made within an exemption from the requirement to
sale or final
publish a prospectus under the Prospectus Directive, as amended,
placement,
(a "Non-exempt Offer"), the Issuer consents to the use of this Base
indication of
Prospectus as so supplemented in connection with a Non-exempt
offer period and
Offer of any Notes during the offer period specified in the relevant
conditions to
Final Terms (the "Offer Period") and in the Public Offer
consent for
Jurisdiction(s) specified in the relevant Final Terms by:
subsequent re-
(1) subject to conditions set out in the relevant Final Terms, any
sale or final
financial intermediary designated in such Final Terms; or
placement and
warning
(2) if so specified in the relevant Final Terms, any financial
intermediary which satisfies the following conditions: (a) acts in
accordance with all applicable laws, rules, regulations and
guidance of any applicable regulatory bodies (the "Rules") from
time to time including, without limitation and in each case, Rules
relating to both the appropriateness or suitability of any
investment in the Notes by any person and disclosure to any
potential investor; (b) complies with the restrictions which would
apply as if it were a Dealer (as defined below); (c) complies with
the target market and distribution channels identified under the
"MiFID II product governance" legend set out in the applicable
Final Terms; (d) ensures that any fee (and any commissions or
benefits of any kind) received or paid by that financial
intermediary in relation to the offer or sale of the Notes is fully
and clearly disclosed to investors or potential investors; (e)
holds all licences, consents, approvals and permissions
required in connection with solicitation of interests in, or offers
or sales of, the Notes under the Rules; (f) retains investor
identification records for at least the minimum period required
under applicable Rules, and shall, if so requested, make such
records available to the relevant Dealer(s) and the Issuer or
directly to the appropriate authorities with jurisdiction over the
Issuer and/or the relevant Dealer(s) in order to enable the Issuer
and/or the relevant Dealer(s) to comply with anti-money
laundering, anti-bribery and "know your client" rules applying to
the Issuer and/or the relevant Dealer(s); (g) does not, directly or
indirectly, cause the Issuer or the relevant Dealer(s) to breach
any Rule or any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction; and (h) satisfies any
further conditions specified in the relevant Final Terms (in each
case any such financial intermediary being an "Authorised
Offeror").
9


Summary
Section A - Introduction and warnings
For the avoidance of doubt, none of the Dealers or the Issuer shall
have any obligation to ensure that an Authorised Offeror complies
with applicable laws and regulations and shall therefore have no
liability in this respect.
The Issuer accepts responsibility, in the Public Offer Jurisdiction(s)
specified in the Final Terms, for the content of this Base Prospectus
in relation to any person (an "Investor") in such Public Offer
Jurisdiction(s) to whom an offer of any Notes is made by any
Authorised Offeror and where the offer is made during the period for
which that consent is given. However, neither the Issuer nor any
Dealer has any responsibility for any of the actions of any Authorised
Offeror, including compliance by an Authorised Offeror with
applicable conduct of business rules or other local regulatory
requirements or other securities law requirements in relation to such
offer.
The consent referred to above relates to Offer Periods (if any)
occurring within twelve (12) months from the date of the approval of
this Base Prospectus by the Autorité des marchés financiers
(the "AMF").
Any Authorised Offeror who wishes to use the Base Prospectus
in connection with a Non-exempt Offer is required, for the
duration of the relevant Offer Period, to publish on its website
that it is using the Base Prospectus for such Non-exempt Offer
in accordance with the consent of the Issuer and the conditions
attached thereto.
An Investor intending to acquire or acquiring any Notes from an
Authorised Offeror will do so, and offers and sales of the Notes
to an Investor by an Authorised Offeror will be made, in
accordance with any terms and other arrangements in place
between such Authorised Offeror and such Investor including
as to price allocations and settlement arrangements (the
"Terms and Conditions of the Non-exempt Offer"). The Issuer
will not be a party to any such arrangements with Investors
(other than Dealers) in connection with the offer or sale of the
Notes and, accordingly, this Base Prospectus and any Final
Terms will not contain such information. The Terms and
Conditions of the Non-exempt Offer shall be provided to
Investors by that Authorised Offeror at the time of the Non-
exempt Offer. Neither the Issuer nor any of the Dealers or other
Authorised Offerors has any responsibility or liability for such
information.
References in this Summary to "Dealers" are to Crédit Agricole
Corporate and Investment Bank and to such additional persons that
are appointed as dealers in respect of the whole Programme (and
10


Document Outline