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 each 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-legislativematerials"), 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 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.
Final Terms dated 24 November 2022
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: 647
Tranche No: 1
Issue of EUR 1,250,000,000 Senior Preferred Fixed Rate Notes due 28 November 2034
(the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Lead Manager and Sole Bookrunner
Crédit Agricole CIB
Joint Lead Managers
ABN AMRO
Commerzbank
Erste Group
Lloyds Bank Corporate Markets Wertpapierhandelsbank
Co-Lead Managers
Banca Akros S.p.A. - Gruppo Banco BPM
Bank of China
DekaBank
DNB Bank ASA
First Abu Dhabi Bank
Natixis
NORD/LB
OCBC Bank
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
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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 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 and the fourth supplement to it dated 18 November 2022 which has received approval no. 22-455 from the AMF on 18 November 2022, 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: | 647 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes | Not Applicable | |
become fungible: | |||
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: | 99.388 per cent. of the Aggregate Nominal | |
Amount | |||
6. | Specified Denomination: | EUR 100,000 | |
7. | (i) | Issue Date: | 28 November 2022 |
(ii) | Interest Commencement | Issue Date | |
Date: | |||
8. | Maturity Date: | 28 November 2034 | |
9. | Interest Basis: | 3.875 per cent. Fixed Rate | |
(further particulars specified in paragraph | |||
15 below) | |||
10. | Redemption Basis: | Subject to any purchase and cancellation or | |
early redemption, the Notes will be |
redeemed on the Maturity Date at 100.00 per cent. of their nominal amount
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- Change of Interest Basis:
- Noteholder Put/Issuer Call:
- Status:
- Dates of the corporate authorisations for issuance of the Notes:
Not Applicable
Not Applicable Senior Preferred 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 24 November 2022
Provisions Relating to Interest (if any) Payable | |||
15. | Fixed Rate Note: | Applicable | |
(i) | Rate of Interest: | 3.875 per cent. per annum payable annually | |
in arrear on each Interest Payment Date |
- Interest Payment Dates:
- Fixed Coupon Amount:
- Broken Amount:
- Day Count Fraction:
- Determination Dates:
- Resettable Notes:
- Floating Rate Note:
- Zero Coupon Note:
- CMS Linked Note:
- Inflation Linked Notes:
Provisions Relating to Redemption
- Redemption at the Option of the Issuer (Issuer Call):
- Clean-upRedemption Option:
- Redemption at the Option of Noteholders (Noteholder Put):
- (i) MREL/TLAC Disqualification Event Call Option:
- Early Redemption Amount:
- Final Redemption Amount of each Note:
28 November in each year, from (and including) 28 November 2023, up to (and including) the Maturity Date
EUR 3,875 per Specified Denomination payable on each Interest Payment Date
Not Applicable Actual/Actual-ICMA, not adjusted 28 November in each year
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Final Redemption Amount
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at
100.00 per cent. of their outstanding principal amount
25. | Early Redemption Amount of each EUR 100,000 per Note of EUR 100,000 |
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Crédit Agricole SA published this content on 29 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2022 11:51:17 UTC.