Crédit Agricole Assurances has successfully placed its first issue of 750,000,000 euros of perpetual super subordinated “Restricted Tier 1” notes

Press release                                                                                                      Paris, March 12, 2025

This press release may not be distributed or published directly or indirectly in the United States, Canada, Australia or Japan.

Crédit Agricole Assurances has successfully placed its first issue of 750,000,000 euros of perpetual super subordinated “Restricted Tier 1” notes with an initial fixed annual interest rate of 6.250%¹.

Crédit Agricole Assurances announces today that it has completed the placement of its first issue of a perpetual super subordinated “Restricted Tier 1” notes (the “Notes”) in Euro, with an initial fixed interest rate of 6.250%¹ resetting in 2035, for a nominal amount of 750,000,000 euros (the “Issue”).

This transaction is part of Crédit Agricole Assurances’ active capital management policy, particularly in anticipation of the expiry in December 2025 of the transitional measures (grandfathering period) allowing certain previously issued legacy securities to qualify as “Tier 1” capital under the Solvency II regulations.
        
The Issue has been structured so that the Notes are eligible for “Tier 1” capital qualification under the Solvency II regulation. As such, the Notes will be subject to a loss absorption mechanism in the form of a reduction in the nominal amount of the Notes in the event of non-compliance with certain solvency thresholds at the Crédit Agricole Assurances group level. Interest payments under the Notes will be at the sole discretion of Crédit Agricole Assurances and may be compulsorily cancelled under the conditions set out in the Solvency II regulation. The Notes will bear interest at an initial annual fixed rate of 6.250%¹ until the first reset date in 2035. The Notes have been rated “BBB” by Standard & Poor’s, and their admission to trading on the regulated market of Euronext Paris will be sought, subject to the approval by the Autorité des marchés financiers of a prospectus detailing the terms and conditions of this Issue. The transaction met strong investor demand, with subscription intentions more than 3 times higher than the total nominal amount of the Issue. Settlement of the Notes is scheduled for 18 March 2025.

Crédit Agricole Assurances is rated “A/stable outlook” by Standard & Poor’s.

About Crédit Agricole Assurances
Crédit Agricole Assurances, France’s leading insurer, is Crédit Agricole group’s subsidiary, which brings together all the insurance businesses of Crédit Agricole S.A. Crédit Agricole Assurances offers a range of products and services in savings, retirement, health, personal protection and property insurance. They are distributed by Crédit Agricole’s banks in France and in 9 countries worldwide, and are aimed at individual, professional, agricultural and business customers. At the end of 2024, Crédit Agricole Assurances had more than 6,700 employees. Its 2024 premium income (non-GAAP) amounted to 43.6 billion euros.
www.ca-assurances.com

Disclaimers

This press release does not constitute an offer or solicitation to purchase or subscribe for the Notes in the United States, Canada, Australia or Japan, or in any state or jurisdiction where such an offer or solicitation would be unlawful in the absence of registration or approval under the laws of that state or jurisdiction.

The offer and subscription of the Notes may be subject in certain countries to specific legal or regulatory restrictions; Crédit Agricole Assurances accepts no liability for any breach by any person of these restrictions.

This press release constitutes a communication of a promotional nature but does not constitute a prospectus within the meaning of the Prospectus Regulation. The distribution of this press release may, in certain countries, be subject to specific regulations. Persons in possession of this document are required to inform themselves of any local restrictions and to comply with them. Crédit Agricole Assurances accepts no responsibility towards any person in connection with the distribution of this press release or the information contained therein in any country.

European Economic Area

The Notes may not be and have not been offered to the public in any Member State of the European Economic Area (”EEA”) (each a “Relevant State”), except in accordance with the derogations provided for in Article 1 (4) of the Prospectus Regulation. No action has been or will be taken to permit an offer to the public of the Notes other than to qualified investors in a Relevant State.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to, any retail investor in the EEA and must not be offered, sold or otherwise made available to such investor. For these purposes, a retail investor means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) No 2014/65 (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) No 2016/97 dated 20 January 2016 on insurance distribution, (as amended the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document under Regulation (EU) No 1286/2014 is available.

MiFID II product governance / target market – The prospectus for the Notes contains a legend entitled “MiFID II product governance / professional investors and eligible counterparties only target market” describing the target market assessment with respect to the Notes and the appropriate distribution channels for the Notes. Any person subsequently offering, selling or recommending the Notes (a “Distributor”) must consider the target market assessment; a Distributor subject to MiFID II is responsible for conducting its own target market assessment with respect to the Notes (by adopting or refining the target market assessment) and determining appropriate distribution channels.

This investment restriction is in addition to the other investment restrictions applicable in each Relevant State.

United Kingdom

This press release is intended only for persons who (i) are located outside the United Kingdom, (ii) are “investment professionals” within the meaning of section 19(5) of the Financial Services and markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (iii) are referred to in section 49(2) (a) to (d) (high-equity companies, non-registered associations, etc.) of the Order, or (iv) are persons to whom an invitation or inducement is directed to be undertaken in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) in connection with the issue or sale of the Notes, may be lawfully disclosed (the persons referred to in paragraphs (i), (ii), (iii) and (iv) together being referred to as the “Authorised Persons”). The Notes are only intended for Authorised Persons and any invitation, offer or contact relating to the subscription, purchase or acquisition of the Notes may only be addressed or entered into with Authorised Persons. Any person other than an Authorised Person shall refrain 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 any other regulatory authority in the United Kingdom within the meaning of Section 85 of the FSMA.

The Notes are not intended to be offered, sold or otherwise made available and, from that date, shall not be offered, sold or otherwise made available to a retail investor in the United Kingdom. For these purposes, a retail investor means a person having one or more of these qualities: (i) a retail client as defined in Article 2(8) of Regulation (EU) No 2017/565 as part of domestic law of the united Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); or (ii) a client as defined in the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that client would not be qualified as a retail investor professional client within the meaning of Article 2(1)(8) of Regulation (EU) No 600/2014 as it forms part of national law under the EUWA. No key information documents required by Regulation (EU) No 1286/2014 as part of national law under the EUWA have been prepared.

United States

This press release may not be published, distributed or transmitted in the United States (or in its territories and dependencies, its constituent states or the District of Columbia). This press release does not constitute a solicitation to purchase or an offer to purchase or subscribe for the Notes in the United States. The Notes have not been and will not be registered under the “U.S Securities Act of 1933”, as amended (the “Securities Act”) and may only be offered or sold in the United States in accordance with an exemption regime under the Securities Act. The Notes will only be offered or sold outside the United States within the meaning and in accordance with “Regulation S” of the Securities Act. Crédit Agricole Assurances does not intend to register in the United States or to make an offer to the public of the Notes, in the United States or elsewhere.

Canada, Australia and Japan

This press release may not be published, communicated or distributed, directly or indirectly, in Australia, Canada or Japan. This press release and the information contained herein do not constitute an offer or solicitation to purchase or subscribe for the Notes in these countries.

1 Fixed interest rate of 6.250% per annum payable semi-annually in arrears (corresponding to a fixed interest rate of 6.348% on an annualised basis).

Attachment

• Press release on new issue pricing CAA – March 2025