Crédit Agricole Assurances announces its intention to issue its first perpetual Restricted Tier 1 notes

Press release                                                          Paris, March 10, 2025

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

Crédit Agricole Assurances announces its intention to issue its first perpetual Restricted Tier 1 notes

Crédit Agricole Assurances announces its intention to proceed, subject to market conditions, to an inaugural issue of perpetual Restricted Tier 1 notes (the “Notes”) in Euro, with an initial fixed annual interest resettable in 2035 (the “Issue”).

This transaction is part of Crédit Agricole Assurances ' active capital management policy, namely 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 would be structured so that the Notes would be eligible for Tier 1 capital under Solvency II regulations. It is envisaged that the Notes will be rated “BBB” by Standard & Poor 's, and that 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 which will set out the terms and conditions of the Issue.

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 a member state of the European economic area (“EEA”) (each being referred to as “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 and should not be offered, sold or otherwise made available to, any retail investor in the EEA. 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 under the European Union (Withdrawal) Act 2018, as amended (the “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.

Attachment

• Press release on the launch of debt issuance - March 2025

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