Credit Industriel et Commercial : PRESS RELEASE RELATING TO THE FILING OF THE DRAFT RESPONSE OFFER DOCUMENT

Non-binding unofficial English translation of French original, for information purposes only This press release does not constitute an offer to purchase any securities. This draft offer and the draft response offer document remain subject to review by the AMF. PRESS RELEASE RELATING TO THE FILING OF THE DRAFT RESPONSE OFFER DOCUMENT PREPARED BY IN RESPONSE TO THE SIMPLIFIED CASH OFFER INITIATED BY

AND

MUTUELLES INVESTISSEMENT

This press release was prepared by Crédit Industriel et Commercial and disseminated in accordance with Article 231-26 of the general regulations of the French financial market authority (Autorité des marchés financiers) (the "AMF").

This document is an unofficial English-language translation of the press release on the filing of the draft response offer document. This draft offer and the draft response offer document remain subject to review by the AMF.

The draft response offer document is available on the websites of Crédit Industriel et Commercial (www.cic.fr) and of the AMF (www.amf-france.org) and may be obtained free of charge upon request to:

Crédit Industriel et Commercial

6, avenue de Provence, 75009 Paris

In accordance with the provisions of article 231-28 of the general regulations of the AMF, information relating in particular to the legal, financial and accounting aspects of Crédit Industriel et Commercial, will be filed with the AMF and made available to the public, no later than the day preceding the opening of the tender offer.

1. RAPPEL DES CONDITIONS DE L'OFFRE

   Pursuant to Section III of Book II and more specifically articles 233-1 et seq. of the general regulation of the AMF, Banque Fédérative du Crédit Mutuel, a French société anonyme having its registered office at 34, rue du Wacken, 67000 Strasbourg, registered with the Register of Commerce and Companies of Strasbourg under number B 355 801 929 ("BFCM"), and Mutuelles Investissement, a société par actions simplifiée having its registered office at 34, rue du Wacken, 67000 Strasbourg, registered with the Register of Commerce and Companies of Strasbourg under number TI 799 620 430 (hereafter "Mutuelles Investissement" and, together with BFCM, the "Co-Initiators") irrevocably offer to shareholders of Crédit Industriel et Commercial, a French société anonyme with a share capital of 608,439,888 euros, having its registered office at 6, avenue de Provence, 75009 Paris, registered with the Register of Commerce and Companies of Paris under number 542 016 381 ("CIC" or the "Company"), which shares are traded on the regulated market of Euronext Paris (« Euronext Paris ») under ISIN code FR0005025004, to acquire all of their CIC shares, at a price of 390 euros per share1(the « Offer »).

   The draft offer document relating to the Offer has been filed with the AMF by the Co-Initiators on June 8th, 2017 (the "Draft Offer Document").

   As of the date of this press release, BFCM and Assurances du Crédit Mutuel Vie, a mutual insurance company with fixed contributions having its registered office at 34, rue du Wacken, 67906 Strasbourg and governed by the French insurance code, respectively hold 90% and 10% of the share capital and voting rights of Mutuelles Investissement. Pursuant to the provisions of Article 231-28 of the general regulation of the AMF, the information which shall be made available to the public prior to the opening of the Offer will provide more detailed information in respect of BFCM and Mutuelles Investissement.

   The Offer is made for all existing shares of the Company which are not held, directly or indirectly, alone or in concert, by the Co-Initiators (the « Shares »), representing, to the knowledge of the Co-Initiators, a maximum number of 2,609,622 existing shares representing 6.86% of the share capital and theoretical voting rights of the Company based on a total number of 38,027,493 shares2(as calculated in accordance with the provisions of article 233-11 of the general regulation of the AMF).

   In the event that, following the Offer, the shareholders who did not tender their shares to the Offer do not represent more than 5% of the capital or voting rights of the Company, the Co- Initiators intend to request the AMF, within three (3) months following the closing of the Offer, pursuant to articles L. 433-4 III of the French Financial and monetary code and 237-14 et seq. of

   1 In the context of the Offer, the shares will be delivered with all rights attached to the 2017 dividend. Payment with respect to the 2016 dividend was made on June 2nd, 2017.

   2 It being specified that the maximum number of shares subject to the Offer includes the 231.711 treasury shares which will not be tendered to the Offer, as decided by the Board of Directors at its meeting held on June 28th, 2017.

   the general regulation of the AMF, the implementation of a mandatory squeeze-out (retrait obligatoire) in order to receive all the shares of the Company that have not been tendered into the Offer in exchange for an indemnity corresponding to the Offer price.

   The Offer will be completed through the simplified procedure in accordance with articles 233-1 et seq. of the general regulation of the AMF.

   The duration of the Offer will be of ten (10) trading days.

2. BACKGROUND AND REASONS OF THEOFFER

3. Background of the Offer

   As an historical shareholder since the privatization of the Company in 1998, BFCM holds, as of the date of this press release, directly 27,657,888 shares of the Company, representing 72.73% of the shares and theoretical voting rights of the Company, and indirectly, through its wholly owned subsidiary Ventadour Investissement, 7,759,983 shares of the Company, representing 20.41% of the shares and theoretical voting rights of the Company.

   This interest has remained unchanged over the last twelve months.

   Mutuelles Investissement does not hold as of today any share of the Company.

   Upon prior review of the main characteristics of the draft Offer, the Board of Directors of CIC, which held a meeting on June 6th, 2017:

   • Unanimously and positively welcomed the proposed Offer;

   • Decided to set up an ad hoc committee of two directors, in charge of monitoring the mission of the independent expert (the "Committee");

   • Appointed, upon proposal of the members of the Committee, Finexsi, represented by Olivier Peronnet and Lucas Robin, as independent expert.

     On June 8th, 2017, the draft Offer made for all existing shares of the Company which are not held, directly or indirectly, alone or in concert, by BFCM and Mutuelles Investissement, and the Draft Offer Document have been filed with the AMF.

4. Reasons of the Offer

5. Offering shareholders an immediate liquidity

   The Offer allows the shareholders of the Company to benefit from an immediate liquidity for their shares and a significant premium based inter alia on the closing share price preceding the announcement and on the very low liquidity of the Shares on the market. The price proposed to shareholders represents a 78.1% premium over the closing price of the CIC share on June 2nd, 2017, last trading day before announcement, and a 91.6% premium over the average trading price

   of the shares over the last three months (average of the closing prices weighted according to daily volume) before June 2nd, 2017.

   Delisting of the CIC shares

   The Offer allows to simplify the group structures and to release it from regulatory and administrative constraints relating to the listing of the Company shares, the related costs, which are no longer justified given the small level of public float and the very limited liquidity of the CIC share. In addition, to the extent the Company does not contemplate any financing through the public offering of shares, the listing of the CIC shares is no longer justified.

   The objective of the Co-Initiators is to acquire all Shares. Therefore, if the Co-Initiators come to hold more than 95% of the share capital and voting rights of the Company following the Offer, they intend, in accordance with the provisions of articles 237-14 et seq. of the general regulation of the AMF, to request the AMF to implement, within three months from the closing of the Offer, a mandatory squeeze-out (retrait obligatoire), in order to receive all the shares that have not been tendered into the Offer in exchange for an indemnity corresponding to the Offer price, i.e. 390 euros per share.

6. REASONED OPINION OF THEBOARD OFDIRECTORS OFCIC

7. The Committee presented its findings to the Board of Directors of the Company which took them into consideration in its reasoned opinion.

   The extract of the minutes including the reasoned opinion is reproduced below:

   "Pursuant to the provisions of Article 231-19 of the AMF General Regulation, a meeting of the Board of Directors was held on June 28th, 2017 at the registered office of the Company, chaired by Nicolas Théry, in order to issue a reasoned opinion on the merits of the simplified public tender offer (the "Offer") initiated by BFCM and Mutuelles Investissement (the "Co-Initiators") and the consequences of such offer for the Company, its shareholders and its employees.

   All Board members were present or represented at this meeting, namely:

   • Nicolas Théry, Chairman of the Board ;

   • Catherine Allonas-Barthe, representing BFCM ;

   • Maurice Corgini ;

   • Luc Cortot, representing CCCM;

   • Jean-François Jouffray ;

   • Daniel Leroyer ;

   • Éric Charpentier; and

   • William Paillet, representing the employees shareholders.

   Luc Chambaud, Jacques Humbert, Gérard Cormorèche, Damien Lievens and Lucien Miara, were also present at the meeting as censors.

   Guy Cormier (censor) and Gérard Fubiani (representing the works council) were absent and excused.