CRÉDIT AGRICOLE S.A. ANNOUNCES THE LAUNCH OF A CONSENT SOLICITATION AND THE CONVENING OF A MEETING OF THE NOTEHOLDERS OF ITS EUR 2,000,000,000 Subordinated 2.625 per cent. Notes due 17 March 2027 (ISIN: XS1204154410)

Montrouge, on November 10, 2023

CRÉDIT AGRICOLE S.A. ANNOUNCES THE LAUNCH OF A CONSENT SOLICITATION AND THE CONVENING OF A MEETING OF THE NOTEHOLDERS OF ITS

EUR 2,000,000,000 Subordinated 2.625 per cent. Notes due 17 March 2027 (the “Notes”)

(ISIN: XS1204154410)

TO OBTAIN THEIR APPROVAL FOR THE INCLUSION OF A CONTRACTUAL RECOGNITION OF BAIL-IN CLAUSE MEETING THE EUROPEAN REGULATORY REQUIREMENTS IN THE TERMS AND CONDITIONS OF THE NOTES

Crédit Agricole S.A. (the “Company”) today announces the launch of a consent solicitation and the convening of a meeting of the Noteholders (the “Meeting of the Noteholders”) of the Notes described above, to invite Noteholders to approve the inclusion of a contractual recognition of bail-in clause to the terms and conditions of the Notes.

The Meeting of the Noteholders will be convened on December 11, 2023 (and in the absence of a quorum, an adjourned meeting would be expected on January 3, 2024), at the time indicated below, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, London, United Kingdom]:

Time of meeting on December 11, 2023 (initial meeting):

• Meeting of the Noteholders: 11:00 am (London time);
  
  
  
  

Time of the meeting on January 3, 2024 (adjourned meeting if applicable):

• Meeting of the Noteholders: 11:00 am (London time);
  
  
  
  

The notice of the Meeting of the Noteholders (initial meeting) is attached to this press release.

The Company is undertaking the consent solicitation in order to bring the terms and conditions of the Notes into compliance with the regulatory capital criteria of Regulation (EU) No 575/2013, as amended (the “CRR”) for Tier 2 instruments and the Single Resolution Board (the “SRB”) policy under the Banking Package for Minimum Requirement for Own Funds and Eligible Liabilities published on May 20, 2020 and last updated on May 15, 2023 (the “MREL Policy”) ahead of the end of the grandfathering period on June 28, 2025. In its MREL policy the SRB has confirmed that the Article 55(1) requirement also applies to Tier 2 instruments governed by the law of a third country.

The Meeting of the Noteholders is convened to invite the Noteholders to vote on the inclusion, in the terms and conditions of the Notes, of a contractual recognition of bail-in clause containing provisions that satisfy in full the requirements laid down in Article 44 (Contents of the contractual term required by Article 55(1) of Directive 2014/59/EU) of Commission Delegated Regulation (EU) 2016/1075 of 23 March 2016 (as amended) as detailed in the notice of meeting.

The terms and conditions of the consent solicitation are set out in a consent solicitation memorandum dated 10 November 2023 made available to the Noteholders (the “Consent Solicitation Memorandum”), and the notice of the Meeting of the Noteholders, distributed to the Noteholders of the Notes in the manner specified in the terms and conditions of the Notes.

If the resolution set out in the notice is passed at the Meeting of the Noteholders on the initial or adjourned meeting, and subject to satisfaction of the conditions set out in the Consent Solicitation Memorandum, the Company will pay:

• Early Consent Fee: a cash amount in euros equal to 0.25% of the aggregate principal amount of the Notes for which the relevant Noteholder has validly submitted a Consent Instruction, which is not validly revoked in accordance with the terms of the Consent Solicitation Memorandum and which is delivered to and received by the information and tabulation agent, before 4.00 p.m. (London time) on November 23, 2023 (the “Early Consent Deadline”), and
• Consent Fee: a cash amount in euros equal to 0.10% of the aggregate principal amount of the Notes for which the relevant Noteholder has validly submitted a Consent Instruction, which is not validly revoked in accordance with the terms of the Consent Solicitation Memorandum and is delivered to and received by the information and tabulation agent after 4.00 p.m. (London time) on November 23 2023 but before 4.00 p.m. (London time) on December 6, 2023 (“the Expiration Deadline”),

it being specified that under no circumstances will Noteholders be eligible to receive both the Early Consent Fee and the Consent Fee.

For more information on Crédit Agricole S.A., please visit its website: .

WARNING

This press release does not constitute an offer to purchase, or the solicitation of an offer to sell, the Notes in the United States, Canada, Australia or Japan or in any other jurisdiction. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves of and observe any such restrictions.

This press release does not and shall not under any circumstances constitute an offer of securities to the public by Crédit Agricole S.A. or a solicitation of the public in connection with any offer in any jurisdiction, including France.

*The ISIN number is included solely for the convenience of the holders of the Notes. No warranty is given as to the accuracy or correctness of the ISIN number as contained herein.

CRÉDIT AGRICOLE S.A. PRESS CONTACT

Alexandre Barat         19        



Olivier Tassain         41        

Find our press release on: -agricole.com -

ANNEX 1

Notice of Meeting of the Noteholders

Attachment