CREDIT AGRICOLE SA : success of exchangeable bonds for Eurazeo shares due 2019 and of the repurchase of the exchangeable bonds due 2016

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, OR JAPAN.

This press release may not be distributed, directly or indirectly, in the United States of America. It does not constitute an offer to purchase or to subscribe in the United States of America.

This press release does not constitute an offer to sell or the solicitation of an offer to purchase or to subscribe the Bonds (as defined below) in the United States of America. The Bonds referred to in this press release may not be offered or sold in the United States of America unless they are registered under the U.S. Securities Act of 1933, as amended, or they are exempt from such registration requirements. Crédit Agricole S.A. does not intend to register all or any portion of the offering of the Bonds in the United States of America or to conduct a public offering of the Bonds in the United States of America.

Press release                                                                                                     

Crédit Agricole S.A. successfully placed zero coupon bonds exchangeable for Eurazeo shares due 2019 for a nominal amount of EUR 308 million and repurchased 97.7% of the zero coupon bonds issued in 2013 and due 2016, exchangeable for existing Eurazeo shares (ISIN: FR0011641034 / Common Code: 09985943).

Paris, September 27, 2016 - Crédit Agricole S.A. (the « Issuer ») successfully placed a debt issue today, represented by 4,633,042 zero coupon bonds due 2019 and exchangeable for existing Eurazeo shares (the "2016 Bonds") for a nominal amount of EUR 308 million (the "Issue").

The underlying shares of the Issue will represent 4,633,042 Eurazeo shares held by Crédit Agricole S.A., representing approximately 6.4% of Eurazeo's share capital.

The nominal unit value of the 2016 Bonds is equal to EUR 66.53 and represents a premium of 27.5% above the volume weighted average price (the "VWAP") of Eurazeo's share on the regulated market of Euronext Paris as from the opening of trading on 27 September 2016 until the determination of the final terms of the 2016 Bonds.

The 2016 Bonds will not bear interest (zero coupon) and will have a 3-year maturity (except in case of an early redemption). They will be redeemed at par at maturity (except in case of an early redemption), subject to the Issuer's option to deliver existing shares of Eurazeo and an additional amount in cash.

The 2016 Bonds will be issued at EUR 69.27, meaning 104.12% of par and corresponding to a yield to maturity of -1.34%. The gross proceeds of the issue amount to EUR 321 million.

Bondholders may exercise their right to exchange their Bonds for Eurazeo shares at a ratio of one Eurazeo share per Bond, subject to any subsequent adjustments, in particular relating to transactions affecting Eurazeo's share capital, and subject to the Issuer's option to pay in cash all or part of the value of the Eurazeo shares instead of delivering such shares.

Concurrently to the launch of the issuance of the 2016 Bonds, Crédit Agricole S.A. collected, through Crédit Agricole Corporate & Investment Bank and via a reverse bookbuilding process, indications of interest to sell the bonds exchangeable for existing Eurazeo shares issued in 2013 (the « 2013 Bonds »). Upon completion of this process, 4,966,764 2013 Bonds representing 97.7% of the 2013 Bonds were purchased by Crédit Agricole S.A. at a price of EUR 67.33 per 2013 Bond. The repurchase will be implemented through off-market transactions (the « Repurchase »).

Upon completion of the aforementioned Repurchase, the number of 2013 Bonds still outstanding will be 117,818, meaning 2.3% of the 2013 Bonds initially issued. Crédit Agricole S.A. retains the possibility to proceed with further repurchases in the market until December 6^th 2016, namely the maturity date of the 2013 Bonds.

The 2013 Bonds repurchased by the Issuer will be cancelled in accordance with the terms of their prospectus and in accordance with the law. These zero coupon 2013 Bonds enabled the Crédit Agricole S.A. Group to benefit from an attractive financing over the last 3 years.

The Issuance of the 2016 Bonds and the Repurchase of the 2013 Bonds are implemented under Crédit Agricole S.A.'s balance sheet optimization policy. Proceeds from the Issuance of the 2016 Bonds will be used for general corporate purposes in a low interest rates environment.

Both the Issuance of the 2016 Bonds and the Repurchase of the 2013 Bonds are managed by Crédit Agricole Corporate & Investment Bank acting as Sole Bookrunner.

Settlement of both the issuance of the 2016 Bonds and the Repurchase of the 2013 Bonds is expected to take place on October 3^rd 2016.

The first day of trading of the 2016 Bonds on the Marché Libre of Euronext Paris is also expected to take place on October 3^rd 2016.

Crédit Agricole S.A. has entered into a lock­ up agreement relating to the shares of Eurazeo, for a period of 90 calendar days starting from the pricing date of the 2016 Bonds, subject to certain customary exceptions including, as the case may be, the consent of the Sole Bookrunner.

 Disclaimer

This press release may not be distributed, directly or indirectly, in the United States of America.

This press release does not constitute an offer to sell or the solicitation of an offer to purchase or to subscribe the Eurazeo shares (as defined above) or the Bonds (as defined above) in the United States of America, Canada, Australia, or Japan.

No communication or information relating the Bond Issue (as defined above) may be distributed to the public in a country where a registration obligation or an approval is required. No action has been or will be taken in any country where such action would be required. The Bond Issue may be subject to specific legal and regulatory restrictions in certain jurisdictions; Crédit Agricole S.A. accepts no liability in connection with a breach by any person of such restrictions.

This press release does not constitute an advertisement or a prospectus within the meaning of the Prospectus Directive (as defined hereinafter).

This press release does not, and shall not, in any circumstances, constitute an offer to the public of the Bonds by Crédit Agricole S.A. nor an invitation to the public in connection with any offer in any jurisdiction, including France.
European Economic Area

With respect to the Member States of the European Economic Area (the "Member States") which have implemented the Prospectus Directive, no action has been undertaken and will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any Member State. As a result, the Bonds may only be offered in Member States:

1. to qualified investors, as defined in the Prospectus Directive; or
2. to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) by relevant Member State; or
3. in circumstances falling within Article 3(2) of the Prospectus Directive;

and provided that no such offer of Bonds referred to in (a) to (c) above shall require Crédit Agricole S.A. or the Sole Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this paragraph, as defined in the Prospectus Directive (i) the expression an "offer to the public of the Bonds" in a relevant Member State, which has implemented the Prospectus Directive (as defined below), means any communication in any form and by any means of sufficient information on the terms of the Bonds to be offered, so as to enable an investor to decide, as the case may be, to purchase or subscribe the Bonds, as the same may be varied in that Member State, (ii) the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and includes any relevant implementing measure in the relevant Member State and (iii) the expression "2010 PD Amending Directive" means Directive 2010/73/EU and includes any relevant implementing measure in the relevant Member State.

France

The Bonds have not been and will not be offered or sold, directly or indirectly, to the public in France. The Bonds will be offered or sold in France only to (x) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (y) qualified investors (investisseurs qualifiés) acting for their own account, and/or (z) to a restricted circle of investors (cercle restreint d'investisseurs), with the meanings ascribed to them in, and in accordance with, Articles L. 411-1, L. 411-2, D. 411-1 and D.411-4 of the French Code monétaire et financier and applicable regulations thereunder.

United Kingdom

This press release is only directed at (i) persons who are not located in the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (iii) persons falling within Article 49(2)(a) to (d) (high net worth entities, non-incorporated associations, etc.) of the Order, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the offer to issue or sale of the Bonds and, if any, the Eurazeo underlying shares (together being referred to as the "Securities"), may otherwise lawfully be communicated (all such persons mentioned in paragraphs (i), (ii), (iii) and (iv) above, together being referred to as "Relevant Persons"). The Securities are only available to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be addressed or concluded only with Relevant Persons. Any person that is not a Relevant Person must abstain from using or relying on this press release and the information contained therein.

This press release does not constitute a prospectus and has not been approved by the Financial Conduct Authority or by another United Kingdom regulatory authority falling within Section 85 of the FSMA.

United States of America

This press release may not be published, distributed or transmitted in the United States of America (including their territories and dependencies, any State of the United States of America and the district of Columbia). This press release does not constitute an offer to sell or the solicitation of an offer to purchase or to subscribe the Bonds in the United States of America. The Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor may they be offered or sold in the United States of America, except pursuant to an exemption from the registration requirements of the Securities Act. In addition, the Bonds will be offered or sold outside of the United States of America in offshore transactions in accordance with Regulation S of the Securities Act. Crédit Agricole S.A. does not intend to register all or any portion of the offering of the Bonds in the United States of America or to conduct a public offering of the Bonds in the United States of America.

Canada, Australia and Japan

The Bonds have not been offered or sold nor may be offered, sold or purchased in Canada, Australia or Japan.

Repurchase of the 2013 Bonds

This press release does not constitute an invitation to participate in the Repurchase of 2013 Bonds in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such an invitation under applicable laws and regulations. In particular, the repurchase of 2013 Bonds is not and will not be directed to the United States in any manner. Persons into whose possession this press release comes are required to inform themselves about, and to observe, any such legal or regulatory restrictions.