DocuSign Envelope ID: 4EBAF63B-B9E7-491E-AECF-6D6DD452508C
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 (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 the 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 (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 manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.
DocuSign Envelope ID: 4EBAF63B-B9E7-491E-AECF-6D6DD452508C
Final Terms dated 24 May 2023
Crédit Agricole S.A.
Legal Entity Identifier (LEI): 969500TJ5KRTCJQWXH05
Euro Medium Term Note Programme
Series No: 668
Tranche No: 1
Issue of EUR 600,000,000 Senior Preferred Fixed Rate Notes due 26 November
2029
(the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Lead Manager and Sole Bookrunner
Crédit Agricole CIB
Senior Co-Lead Managers
BayernLB
DekaBank
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.
A51243158
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DocuSign Envelope ID: 4EBAF63B-B9E7-491E-AECF-6D6DD452508C
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 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 and the first supplement to it dated 22 May 2023 which has received approval no. 23-172 from the AMF on 22 May 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.
- Issuer:
- (i) Series Number:
- Tranche Number:
- Date on which the Notes become fungible:
- Specified Currency or Currencies:
- Aggregate Nominal Amount:
- Series:
- Tranche:
- Issue Price:
- Specified Denomination:
- (i) Issue Date:
- Interest Commencement Date:
- Maturity Date:
- Interest Basis:
- Redemption Basis:
- Change of Interest Basis:
- Noteholder Put/Issuer Call:
- Status:
- Dates of the corporate authorisations for issuance of the Notes:
Crédit Agricole S.A. 668 1
Not Applicable
Euro ("EUR")
EUR 600,000,000
EUR 600,000,000
100.00 per cent. of the Aggregate Nominal Amount
EUR 100,000 26 May 2023
Issue Date
26 November 2029
3.873 per cent. Fixed Rate
(further particulars specified in paragraph 15 below)
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.
Not Applicable
Not Applicable
Senior Preferred Notes
Resolution of the Board of Directors of the Issuer dated 8 February 2023 and the décision d'émission dated 24 May 2023.
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DocuSign Envelope ID: 4EBAF63B-B9E7-491E-AECF-6D6DD452508C
Provisions Relating to Interest (if any) Payable
15. | Fixed Rate Note: | Applicable | |
(i) | Rate of Interest: | 3.873 per cent. per annum payable | |
annually in arrears on each Interest | |||
Payment Date |
- Interest Payment Dates: 26 November in each year from (and including) 26 November 2023 up to (and including) the Maturity Date
(iii) | Fixed Coupon Amount: | EUR 3,873 per Note of EUR 100,000 | |||
Specified Denomination payable on each | |||||
Interest Payment Date, except for the | |||||
amount payable in respect of the short first | |||||
Interest Accrual Period beginning on (and | |||||
including) the | Interest | Commencement | |||
Date and ending on (but excluding) the | |||||
Interest Payment Date falling on 26 | |||||
November 2023 which shall be the Broken | |||||
Amount | |||||
(iv) | Broken Amount: | EUR 1,952.42 | per | Specified | |
Denomination, payable on the Interest | |||||
Payment Date falling on 26 November | |||||
2023 | |||||
(v) | Day Count Fraction: | Actual/Actual-ICMA, not adjusted | |||
(vi) | Determination Dates: | 26 November in each year | |||
(vii) | Resettable Notes: | 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
- Redemption at the Option of the Issuer (Issuer Call):
- Clean-upRedemption Option:
- Clean-upPercentage:
- Notice Period:
- Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):
- OptionalClean-up Redemption Date(s) (solely if the Clean-Up Percentage is reached):
- Redemption at the Option of Noteholders (Noteholder Put):
- MREL/TLAC Disqualification Event
Not Applicable
Applicable 75 per cent.
As per Conditions
EUR 100,000 per Note of EUR 100,000 Specified Denomination
At any time
Not Applicable
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DocuSign Envelope ID: 4EBAF63B-B9E7-491E-AECF-6D6DD452508C
Call Option: | Not Applicable |
- Final Redemption Amount of each Note:
- Early Redemption Amount of each Note:
- Make-WholeRedemption Amount:
- Events of Default:
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.
EUR 100,000 per Note of EUR 100,000 Specified Denomination
Not Applicable
Not Applicable
General Provisions Applicable to the Notes
- (i) Form of Notes (Bearer Notes):
- Form of Dematerialised Notes:
- Registration Agent:
- Calculation Agent(s) (if not the Fiscal Agent):
- Temporary Global Certificate:
- Exclusion of the possibility to request identification of a Noteholder as Provided by Condition 1(a):
- Financial Center:
- Talons for future Coupons or Receipts to be attached to Definitive Materialised Bearer Notes (and dates on which such Talons mature):
- Details relating to Instalment Notes:
- Applicable tax regime:
-
Representation of holders of Notes
- Masse:
Dematerialised Notes
Bearer dematerialised form (au porteur) Not Applicable
Not Applicable
Not Applicable
Not Applicable
T2
Not Applicable
Not Applicable
Condition 9(a) applies
Contractual Masse shall 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, will receive a remuneration of EUR 300 per year (excluding taxes), payable as per the
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Crédit Agricole SA published this content on 27 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2023 10:02:24 UTC.