Additional Tier 1

Loss Absorption:

The Current Principal Amount of the Notes will be written down together with other Loss Absorbing Instruments if at any time (i) the Crédit Agricole S.A. Group’s CET1 Capital Ratio falls or remains below 5.125% or (ii) the Crédit Agricole Group’s CET1 Capital Ratio falls or remains below 7.0%.

The write-down of each outstanding Note will be in an amount that, when taken together with the write-down of other Notes and the write-down of other Loss Absorbing Instruments (and after taking into account the conversion into equity of any outstanding Convertible Additional Tier 1 Instruments), is sufficient to restore the relevant ratio above the trigger level. If a full write-down and/or conversion of the Notes and/or other Loss Absorbing Instruments would not be sufficient to restore the relevant ratio, then each Note will be written down to a principal amount of one cent.

So long as the Existing Additional Tier 1 Instruments are outstanding and constitute Tier 1 Capital, the write-down amount will be determined after taking into account the actual conversion into equity of any outstanding Convertible Additional Tier 1 Instruments. Once the Existing Additional Tier 1 Instruments are no longer outstanding or fully excluded from Tier 1 Capital of the Crédit Agricole S.A. Group and the Crédit Agricole Group, the determination of the amount by which the Current Principal Amount will be written down will vary automatically to treat Convertible Additional Tier 1 Instruments as if their terms permitted partial conversions (for the purposes of this determination only).

Following a write-down, interest will accrue on the Current Principal Amount of the Notes (which is equal to the remaining principal amount following such write-down). Further, the Notes may be redeemed (subject to satisfying the conditions of redemption) even if the Current Principal Amount has been written-down and not reinstated in full to the Original Principal Amount.

The Relevant Resolution Authority may exercise the Bail-in Tool as follows:

▪Capital Instruments that remain outstanding at the time the Bail-in Tool is applied (see “Write-Down and Conversion of Capital Instruments” above) must first be written-down or converted to equity or other instruments, in the following order of priority: (i) common equity tier 1 instruments are to be written-down first (including common equity tier 1 instruments into which the deeply subordinated debt instruments and the subordinated debt instruments were previously converted), (ii) additional tier 1 instruments issued before December 28, 2020 and additional tier 1 instruments issued after December 28, 2020 (such as the Notes) so long as they remain totally or partly qualified as such are to be written-down or converted into common equity tier 1 instruments, and (iii) tier 2 instruments issued before December 28, 2020 and tier 2 instruments issued after December 28, 2020 so long as they remain totally or partly qualified as such are to be written-down or converted to common equity tier 1 instruments.

▪Next, the Bail-in Tool may be used to write-down or convert Eligible Liabilities in the following order of priority: (i) subordinated debt instruments not qualifying as Capital Instruments are to be written-down or converted into common equity tier 1 instruments and (ii) any other Eligible Liabilities are to be written-down or converted into common equity tier 1 instruments, in each case in accordance with the hierarchy of claims in normal insolvency proceedings. In this regard, unsecured senior non-preferred debt instruments would be written-down or converted to equity before any senior preferred debt instrument of the Issuer. Instruments of the same ranking are generally written-down or converted into equity on a pro rata basis.