Crédit Agricole S.A. — Capital/Financing Update 2019

Sep 16, 2019

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.

Final Terms dated 5 July 2019

Crédit Agricole S.A. acting through its London branch Legal Entity Identifier of the Issuer is 969500TJ5KRTCJQWXH05

Euro 75,000,000,000 Euro Medium Term Note Programme

Series No: 561

Tranche No: 1 Issue of EUR 250,000,000 Senior Preferred Fixed Rate Notes due July 2026 (the "Notes") Issued by: Crédit Agricole S.A. acting through its London branch (the "Issuer")

Lead Manager

CREDIT AGRICOLE CIB

Co-Lead Managers

BAYERISCHE LANDESBANK

DZ BANK AG

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 Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, 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 Directive" means Directive 2003/71/EC as amended (including by Directive 2010/73/EU) and includes any relevant implementing measure in the relevant Member State.

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 10 April 2019 which has received visa no. 19-151 from the Autorité des marchés financiers (the "AMF") on 10 April 2019, the supplement to it dated 23 May 2019 which has received visa no. 19-221 from the AMF on 23 May 2019 and the supplement no. 2 to it dated 17 June 2019 which has received visa no. 19-274 from the AMF on 17 June 2019 and which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive 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/en/finance/finance), on the website of the AMF (www.amffrance.org) and copies may be obtained from Crédit Agricole S.A., 12, place des Etats-Unis, 92127 Montrouge Cedex, France.

1.	ssuer:		Crédit Agricole S.A. acting through its London branch
2.	(i)	Series Number:	561
	(ii)	Tranche Number:	1
	(III)	which Date the Notes on become fungible:	Not Applicable
3.		Specified Currency or Currencies:	Euro ("EUR")
ব		Aggregate Nominal Amount:
	(i)	Series:	EUR 250,000,000
	(ii)	Tranche:	EUR 250,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	Specified Denomination:		EUR 100,000
7.	(i)	Issue Date:	9 July 2019
	(II)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		9 July 2026
9.	Interest Basis:		0.3625 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 per cent, of their nominal amount
11.	Change of Interest Basis:		Not Applicable
12.		Put/Call Options:	Not Applicable
13.	Status:		Senior Preferred Notes

14.	Dates of the corporate authorisations for
		issuance of the Notes:	Resolution of the Board of Directors of the Issuer dated 13 February 2019 and the décision d'émission dated 5 July 2019
		Provisions Relating to Interest (if any) Payable
15.		Fixed Rate Note	Applicable
	(i)	Rate of Interest:	0.3625 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Dates:	9 July in each year from and including 9 July 2020 up to, and including the Maturity Date
	(iii)	Fixed Coupon Amount:	EUR 362.5 per Specified Denomination payable on each Interest Payment Date
	(iv)	Broken Amount:	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual-ICMA, Not Adjusted
	(vi)	Determination Dates:	9 July in each year
	(vii)	Resettable:	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
20.	Redemption at the Option of the Issuer (Call Option):		Not Applicable
21.	Clean-up Redemption Option:		Not Applicable
22.	Redemption at the Option of Noteholders (Put Option):		Not Applicable
23.	(i)	MREL/TLAC Disqualification

• Event Call Option:
  • (ii) Early Redemption Amount:
• 1. Final Redemption Amount of each Note:
• 1. Early Redemption Amount of each Note: EUR 100,000 per Note of EUR 100,000
• Make-Whole Redemption Amount: 26.

A39261163

Not Applicable

Final Redemption Amount

Specified Denomination

Not Applicable

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their outstanding principal amount

General Provisions Applicable to the Notes

27.	(i)	Form of Notes (Bearer Notes):	Dematerialised Notes
	(ii)		Form of Dematerialised Notes: Bearer dematerialised form (au porteur)
	(iii)	Registration Agent:	Not Applicable
	(iv)	Temporary Global Certificate:	Not Applicable
28.	Exclusion of the possibility to request identification of a Noteholder as Provided by Condition 1(a):		Not Applicable
29.	Financial Center:		TARGET
30.	Talons for future Coupons or Receipts to be attached to Definitive Materialised Bearer Notes (and dates on which such Talons mature):		Not Applicable
31.	Details relating to Instalment Notes: amount of each Instalment, date on which each payment is to be made:		Not Applicable
	(i)	Instalment Amount(s):	Not Applicable
	(ii)	Instalment Date(s):	Not Applicable
	(iii)	Minimum Instalment Amount:	Not Applicable
	(iv)	Maximum Instalment Amount:	Not Applicable
32.	Applicable tax regime:		Condition 8(a) and Condition 8(b) apply
33.	Representation of holders of French Law Notes - Masse:		Contractual Masse shall apply
			Primary Appointed Representative: as per

Alternate Appointed Representative: as per the Conditions - Aether Financial Services,

36 rue de Monceau, 75008 Paris, France

the Conditions - F&S Financial Services, 8 rue du Mont Thabor, 75001 Paris, France

Remuneration: as per the Conditions - the remuneration of the Primary Appointed Representative or, as the case may be, the Alternate Appointed Representative, will be equal to EUR 400 per year (excluding taxes), payable as per the Conditions.

Responsibility

I hereby accept responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer on 5 July 2019

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(1)	Listing:	Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from 9 July 2019
(ii)	Estimate of total expenses related to admission to trading:	EUR 5,300

1. RATINGS

The Notes to be issued have been rated: Standard & Poor's: A+ Moody's: A1 Fitch: A+

Standard & Poor's, Moody's and Fitch are established in the European Union and are registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). As such, Standard & Poor's, Moody's and Fitch are included in the list of credit rating agencies published by the European Securities and Market Authority on its website in accordance with the CRA Regulation (www.esma.europa.eu/supervision/creditrating-agencies/risk)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.

1. YIELD

Indication of yield:

0.3625 per cent. per annum

The yield in respect of this issue of Fixed Rate Notes is calculated on the basis of the Issue Price using the following formula:

$$\mathbf{P} = \frac{\mathbf{C}}{r} \quad \text{(1-(1+r)^{-\alpha})} \quad \text{(1+r)} \quad \frac{\mathbf{C}}{r} \quad \text{(1-r)}$$

where:

• P is the Issue Price of the Notes;
• C is the Interest Amount;
• A is the outstanding principal amount of Notes due on redemption;
• n is time to maturity in years; and
• is the yield. r

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

• ISIN: (i)
• (ii) Common Code:
• (iii) CFI:
• (iv) FSIN:
• (v) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking Société and Anonyme the relevant identification number(s):
• (vi) Delivery:
• (vii) Names and addresses of Paying Agent(s) (including any additional Paying Agent(s)):

FR0013433133 202544614 Not Applicable Not Applicable

Euroclear France Delivery against payment

CACEIS Corporate Trust 14 rue Rouget de Lisle 92862 Issy les Moulineaux Cedex 9 France

6. DISTRIBUTION

1 Method of distribution: Syndicated

2 If syndicated,

(i) Names Managers of
(specifying Lead Manager):	Lead Manager Crédit Agricole Corporate and Investment Bank
	Co-Lead Managers Bayerische Landesbank DZ BANK AG Deutsche Zentral- Genossenschaftsbank, Frankfurt am Main
(ii) of Date Subscription Agreement (if any): (iii) Stabilisation Manager(s) (if	5 July 2019
any):	Not Applicable
If non-syndicated, name of Dealer:	Not Applicable
U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA not applicable

3

4

• 5 Prohibition of Sales to EEA Retail Not Applicable Investors:
• 6 Additional Selling Restrictions: Not Applicable