CRÉDIT AGRICOLE S.A. DocuSign Envelope ID: 0B12BFF6-4400-4BFE-93CC-BAF68CCFEC36
MiFID II 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 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 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.
A50086140
DocuSign Envelope ID: 0B12BFF6-4400-4BFE-93CC-BAF68CCFEC36
Final Terms dated 9 January 2023
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: 653
Tranche No: 1
Issue of Euro 1,000,000,000 Senior Non-Preferred Callable Fixed to Floating Rate Notes
due 11 July 2029 (the "Notes")
Issued by: Crédit Agricole S.A. (the "Issuer")
Sole Bookrunner and Joint Lead Manager
Crédit Agricole CIB
Joint Lead Managers
BMO Capital Markets
CAIXABANK
SWEDBANK
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 Joint Lead Manager 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 Joint Lead Manager 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.
A50086140 | 2 |
DocuSign Envelope ID: 0B12BFF6-4400-4BFE-93CC-BAF68CCFEC36
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, the fourth supplement to it dated 18 November 2022 which has received approval no. 22-455 from the AMF on 18 November 2022 and the fifth supplement to it dated 2 January 2023 which has received approval no. 23-004 from the AMF on 2 January 2023, 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/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: | 653 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes | ||
become fungible: | Not Applicable | ||
3. | Specified Currency or Currencies: | Euro ("EUR") |
4. Aggregate Nominal Amount:
(i) | Series: | EUR 1,000,000,000 | |
(ii) | Tranche: | EUR 1,000,000,000 | |
5. | Issue Price: | 99.433 per cent. of the Aggregate Nominal | |
Amount | |||
6. | Specified Denomination: | EUR 100,000 | |
7. | (i) | Issue Date: | 11 January 2023 |
(ii) | Interest Commencement | ||
Date: | Issue Date | ||
8. | Maturity Date: | The Specified Interest Payment Date | |
falling on or nearest to 11 July 2029 | |||
9. | Interest Basis: | Fixed/Floating Rate Notes | |
(further particulars specified in | |||
paragraphs 15 and 16 below) | |||
10. | Redemption Basis: | Subject to any purchase and cancellation or | |
early redemption, the Notes will be |
A50086140 | 3 |
DocuSign Envelope ID: 0B12BFF6-4400-4BFE-93CC-BAF68CCFEC36
redeemed on the Maturity Date at 100.00 | ||
per cent. of their nominal amount | ||
11. | Change of Interest Basis: | Applicable |
- Noteholder Put/Issuer Call:
- Status:
- Dates of the corporate authorisations for issuance of the Notes:
From (and including) the Issue Date to (but excluding) the Optional Redemption Date, the Notes will bear interest at a fixed rate of interest
(further particulars specified in paragraph 15 below)
From (and including) the Optional Redemption Date to (but excluding) the Maturity Date, the Notes will bear interest at a floating rate of interest unless previously redeemed on the Optional Redemption Date
(further particulars specified in paragraphs 16 and 20 below)
Issuer Call
(further particulars specified in paragraph 20 below)
Senior Non-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 9 January 2023
Provisions Relating to Interest (if any) Payable | ||||
15. | Fixed Rate Note: | Applicable from (and including) the Issue | ||
Date to (but excluding) the Optional | ||||
Redemption Date | ||||
(i) | Rate of Interest: | 4.250 per cent. per annum payable annually | ||
in arrear on each Interest Payment Date | ||||
from (and including) the Issue Date to (but | ||||
excluding) the Optional Redemption Date | ||||
(ii) | Interest Payment Dates: | 11 July in each year, from (and including) | ||
11 July 2023, up to (and including) the | ||||
Optional Redemption Date | ||||
(iii) | Fixed Coupon Amount: | EUR 4,250 per Note of EUR 100,000 | ||
Specified Denomination payable on each | ||||
Interest Payment Date, except for the | ||||
amount payable in respect of the first short | ||||
Interest Accrual Period beginning on (and | ||||
including) the Interest | Commencement | |||
Date and ending on (but | excluding) the | |||
A50086140 | 4 |
DocuSign Envelope ID: 0B12BFF6-4400-4BFE-93CC-BAF68CCFEC36
Interest Payment Date falling on 11 July | ||||||
2023 which shall be the Broken Amount | ||||||
(iv) | Broken Amount: | EUR 2,107.53 per Specified Denomination | ||||
payable on the Interest Payment Date | ||||||
falling on 11 July 2023 | ||||||
(v) | Day Count Fraction: | Actual/Actual-ICMA, not adjusted | ||||
(vi) | Determination Dates: | 11 July in each year | ||||
(vii) | Resettable Notes: | Not Applicable | ||||
16. | Floating Rate Note: | Applicable from (and including) the | ||||
Optional | Redemption Date | to | (but | |||
excluding) the Maturity Date unless | ||||||
previously redeemed on the Optional | ||||||
Redemption Date | ||||||
(i) | Interest Period(s): | Each period from (and including) a | ||||
Specified | Interest Payment Date | to | (but |
excluding) the next subsequent Specified Interest Payment Date, save for the first Interest Period which shall be the period from (and including) the Optional Redemption Date to (but excluding) the First Interest Payment Date
- Specified Interest
Payment Dates: | 11 October 2028, 11 January 2029, 11 April |
2029 and 11 July 2029, subject to | |
adjustment in accordance with the Business | |
Day Convention set out in (v) below |
- First Interest Payment
Date: | The Specified Interest Payment Date falling | |
on or nearest to 11 October 2028, subject to | ||
adjustment in accordance with the Business | ||
Day Convention set out in (v) below | ||
(iv) | Interest Period Date: | Not Applicable |
(v) | Business Day Convention: | Modified Following Business Day |
Convention | ||
(vi) | Business Center: | TARGET2 |
- Manner in which the Rate(s) of Interest is/are to
be determined: | Screen Rate Determination |
- Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the
Calculation Agent): | Not Applicable | ||
(ix) | Screen Rate | ||
Determination: | Applicable | ||
- | Reference Rate: | 3-month EURIBOR | |
A50086140 | 5 |
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Crédit Agricole SA published this content on 12 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 January 2023 10:09:04 UTC.
