Commentary & Deal Flow

Books: above €3bn
IPTs: PerpNC6: 6.375%a

• Issuer: Crédit Agricole Assurances S.A. (ACAFP)
• Type of Security: Perpetual Fixed Rate Resettable Restricted Tier 1 Notes
• Long Term Issuer Rating: A (S&P)
• Expected Issue Rating: BBB (S&P)
• Rating Split: Issuer: A (S&P), Issue: BBB (S&P)
• IPTs: 6.375% area coupon (S/A)
• Status of the Notes: The obligations of the Issuer under the Notes in respect of principal, interest and other amounts constitute direct, unconditional, unsecured and deeply subordinated obligations of the Issuer and rank and will rank pari passu without any preference among themselves and, so long as the Notes constitute (or would constitute but for any applicable limitation on the amount of such capital), fully or partly, Tier 1 Own Funds of the Issuer and/or the Group under the Applicable Supervisory Regulations, with any other Deeply Subordinated Obligations, including, to the extent that such other Deeply Subordinated Obligations constitute (or would constitute but for any applicable limitation on the amount of such capital) fully or partly, Tier 1 Own Funds of the Issuer and/or the Group under the Applicable Supervisory Regulations (and in particular as the result of the future implementation of the last paragraph of article 38(1) of IRRD under French law). The subordination provisions of the Notes are governed by Article L.228-97 of the French Code de commerce. Subject to applicable law, in the event of the voluntary or judicial liquidation (liquidation amiable or liquidation judiciaire) of the Issuer, bankruptcy proceedings or any other similar proceedings affecting the Issuer or if the Issuer is liquidated for any other reason, the rights of Noteholders to payment in respect of principal and interest under the Notes rank, or are expressed to rank: (i) so long as the Notes constitute (or would constitute but for any applicable limitation on the amount of such capital), fully or partly, Tier 1 Own Funds of the Issuer and/or the Group under the Applicable Supervisory Regulations, subordinated to the full payment of: (A) any Unsubordinated Obligations (including depositors and creditors whose claims arise under contracts entered into for the purposes of any liquidation), (B) to the extent permitted under the then Applicable Supervisory Regulations, and in particular as the result of the future implementation of the last paragraph of article 38(1) of IRRD under French law, any 1st Ranking Senior Subordinated Obligations, (C) any Senior Subordinated Obligations, (D) any Ordinarily Subordinated Obligations, (E) any titres participatifs issued by, and prêts participatifs granted to, the Issuer, (F) any Deeply Subordinated Obligations that would no longer constitute in full Tier 1 Own Funds of the Issuer and/or the Group under the Applicable Supervisory Regulations, to the extent required under the then Applicable Supervisory Regulations, and in particular as a result of the future implementation of the last paragraph of article 38(1) of IRRD under French law, and (G) any other obligations expressed to rank senior to Deeply Subordinated Obligations, in each case outstanding from time to time; (ii) pari passu (A) without any preference among themselves and (B) so long as the Notes constitute, fully or partly, Tier 1 Own Funds of the Issuer and/or the Group under the Applicable Supervisory Regulations, with any Deeply Subordinated Obligations outstanding from time to time; and (iii) in priority to any payments to holders of Equity Securities, or any other obligation expressed to rank junior to the Notes in each case outstanding from time to time. Should the Notes no longer be treated in full as Tier 1 Own Funds, their rank will, subject to certain conditions and in particular as required and/or permitted by, the Applicable Supervisory Regulations (including without limitation as the result of the future implementation of the last paragraph of article 38(1) of IRRD under French law), change, and the Notes will become either Senior Notes, 1st Ranking Senior Subordinated Obligations, Senior Subordinated Obligations or Ordinarily Subordinated Obligations.
• Form: Dematerialised bearer form (au porteur)
• Aggregate Principal Amount: € benchmark
• Pricing Date: 09-Jun-26
• Issue Date: 16-Jun-26 (T+5)
• No Redemption Date: The Notes are perpetual notes in respect of which there is no fixed maturity date or redemption date. The Issuer shall be entitled to redeem the Notes only in accordance with the provisions below. The Notes are not redeemable at the option of the Noteholders at any time or in any circumstances
• First Call Date: 17-Jun-32
• First Resettable Note Reset Date: 17-Dec-32
• Reset Dates: The First Resettable Note Reset Date and thereafter every fifth anniversary of the preceding Reset Date.
• Optional Redemption from the First Call Date: The Issuer may, subject to certain conditions (including the Prior Approval of the Relevant Supervisory Authority) as per the Notes Documentation, redeem the Notes in whole, but not in part, at their Prevailing Principal Amount together with accrued (but not cancelled) interest, on the First Call Date and on any date thereafter up to and including the First Resettable Note Reset Date or on any Interest Payment Date falling thereafter
• Interest Payments Dates: Interest on the Notes will be payable semi-annually in arrear on 17 June and on 17 December in each year. There will be a long first Interest Period from (and including) the Issue Date to (but excluding) 17-Dec-26.
• Initial Rate of Interest: From (and including) the Issue Date to (but excluding) the First Resettable Note Reset Date, [●]% per annum, payable semi-annually
• Reset Rate of Interest: From (and including) the First Resettable Note Reset Date to (but excluding) the next following Reset Date (being every 5th anniversary thereafter the First Resettable Note Reset Date) and thereafter from (and including) each Reset Date to (but excluding) the next Reset Date, the sum of the Reset Rate in respect of such Reset Period plus the First Margin in respect of such Reset Period, as determined by the Reset Rate Calculation Agent
• Specified Denominations: €100k + 100k
• Business Day Convention: Following Business Day Convention (Unadjusted)
• Day Count Fraction: Actual/Actual (ICMA)
• No Negative Pledge: There will be no negative pledge in respect of the Notes
• Interest Cancellation: On any Optional Cancellation Interest Payment Date (as defined below), the Issuer may, at its option, elect to cancel payment (in full or in part) of the interest accrued in respect of the Notes during the relevant Interest Period. On any Mandatory Cancellation Interest Payment Date (as defined below), the Issuer will be obliged to cancel payment of all or part (as applicable) of the interest accrued in respect of the Notes during the relevant Interest Period. Any interest payment (or such part thereof) which is not paid on any Interest Payment Date shall forthwith be cancelled, shall not accumulate or be payable at any time thereafter, and such non-payment will not constitute a default or an event of default by the Issuer or for any other purpose, and shall not give Noteholders any right to accelerate the Notes. “Mandatory Cancellation Interest Payment Date” means the cancellation of each Interest Payment Date in respect of which: the Issuer has determined, based on information available at the relevant time, that there is non-compliance with the Solvency Capital Requirement of the Issuer and/or the Group on such Interest Payment Date, or non-compliance with the Solvency Capital Requirement of the Issuer and/or the Group would occur immediately following, and as a result of making, such interest payment due on such Interest Payment Date; the Issuer has determined, based on information available at the relevant time, that there is non-compliance with the Minimum Capital Requirement of the Issuer and/or the Group on such Interest Payment Date, or non-compliance with the Minimum Capital Requirement of the Issuer and/or the Group would occur immediately following, and as a result of making, such interest payment due on such Interest Payment Date; the Issuer has determined, based on information available at the relevant time, that the amount of such interest payment falling due on such Interest Payment Date when aggregated together with any interest amounts or distributions which have been paid or made or which are scheduled simultaneously to be paid or made on all Tier 1 Own Funds (excluding any such payments which do not reduce the Issuer’s Distributable Items and any payments already accounted for by way of deduction in determining the Issuer’s Distributable Items) since the end of the latest financial year of the Issuer and prior to, or on, such Interest Payment Date, would exceed the amount of the Issuer’s Distributable Items as at such Interest Payment Date in respect of such interest payment; or the Issuer is otherwise required by the Relevant Supervisory Authority or under the Applicable Supervisory Regulations (on the basis that the Notes are intended to qualify as Tier 1 Own Funds) to cancel the relevant interest payment on such Interest Payment Date. (each, a “Mandatory Interest Cancellation Event”), provided however, that the relevant Interest Payment Date will not be a Mandatory Cancellation Interest Payment Date in relation to such interest payment (in whole or in part, as applicable), to the extent permitted by the Applicable Supervisory Regulations, if, cumulatively: the Mandatory Interest Cancellation Event is of the type described in paragraph A above only; the Relevant Supervisory Authority has exceptionally waived the cancellation of the interest payment; the payment of the interest would not further weaken the solvency position of the Issuer and/or the Group; and the Minimum Capital Requirement will be complied with immediately following such interest payment, if made; “Optional Cancellation Interest Payment Date” means an Interest Payment Date other than a Mandatory Cancellation Interest Payment Date
• Special Event Redemption: The Issuer may, at any time, redeem the Notes (in whole but not in part) at their Prevailing Principal Amount with accrued interest for taxation reasons (Gross-Up Event, Tax Deductibility Event or Withholding Tax Event), upon the occurrence of an Accounting Event, a Capital Disqualification Event, a Rating Methodology Event, or if the conditions for a Clean-up Call Option (i.e., if 75% or more of the Notes originally issued has been purchased and cancelled) are satisfied. Any such redemption is subject to certain conditions (including subject to the Prior Approval of the Relevant Supervisory Authority) as per the Notes Documentation
• Principal Loss Absorption / Trigger Event: A “Trigger Event” shall be deemed to have occurred if, at any time, the Issuer determines that any of the following has occurred: the amount of own funds eligible to cover the Solvency Capital Requirement of the Issuer and/or the Group determined under the Applicable Supervisory Regulations is equal to or less than 75 per cent. of the Solvency Capital Requirement; or the amount of own funds eligible to cover the Minimum Capital Requirement of the Issuer and/or the Group determined under the Applicable Supervisory Regulations is equal to or less than 100 per cent. of the Minimum Capital Requirement; or the amount of own funds eligible to cover the Solvency Capital Requirement of the Issuer and/or the Group has been less than 100 per cent. but more than 75 per cent. of the Solvency Capital Requirement for a continuous period of three months (commencing on the date on which non-compliance with such Solvency Capital Requirement was first observed) (the Trigger Event being described in this subparagraph (c), a “Special Trigger Event”)
• Acknowledgement of Bail-In and Write-Down or Conversion Powers: Notwithstanding any other term of any other agreement, arrangement or understanding between the Issuer and the holders of any Note, by the acquisition of any Note, each Noteholder or Couponholder acknowledges, accepts, consents and agrees: (a) to be bound by the effect of the exercise of the Bail-in Power (as defined below) by the Relevant Resolution Authority (as defined below), which may include and result in any of the following, or some combination thereof: the reduction of all, or a portion, of the Amounts Due (as defined below), including on a permanent basis; the conversion in whole or in part, of the Amounts Due into shares, other securities or other obligations of the Issuer or another person (and the issue to the Noteholder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Notes, in which case the Noteholder agrees to accept in lieu of its rights under such Notes any such shares, other securities or other obligations of the Issuer or another person; the cancellation of the Notes; the amendment or alteration of the term of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; any other tools and powers provided for in the IRRD, as implemented under French law; and/or any specific French tools and powers pertaining to the recovery and resolution of Regulated Entities. (b) that the terms of the Notes are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority
• Discretionary Reinstatement: Following any reduction of the Prevailing Principal Amount, the Issuer may, to the extent permitted by the Applicable Supervisory Regulations at the relevant time and provided that the Condition 7(c) shall not apply to the extent that the existence of such provision would cause the occurrence of a Capital Disqualification Event, at its discretion, increase the then Prevailing Principal Amount of the Notes (a “Discretionary Reinstatement”) on any date and in any amount that it determines in its discretion (either up to the Principal Amount or to any lower amount) provided that such Discretionary Reinstatement: is permitted only if the Issuer and/or the Group complies with the Solvency Capital Requirement of the Issuer and/or the Group following such Discretionary Reinstatement; is not activated by reference to own funds regulatory capital (or whatever the terminology then employed by the Applicable Supervisory Regulations) of the Issuer and/or the Group, issued or increased in order to restore compliance with the Solvency Capital Requirement of the Issuer and/or the Group; occurs only on the basis of profits which contribute to Issuer’s Distributable Items made subsequent to the restoration of compliance with the Solvency Capital Requirement of the Issuer and/or the Group in a manner that (i) does not undermine the loss absorbency intended by Article 71(5) and Article 71(5)bis of the Solvency II Regulation and (ii) does not hinder recapitalisation as required by Article 71(1)(d) of the Solvency II Regulation; does not result in a Trigger Event; occurs within ten (10) years from the last Write-Down Date; and is authorised only if the Issuer and/or the Group is not subject to any Administrative Procedure and provided that if the Issuer and/or the Group has been subject to such Administrative Procedure, the Relevant Supervisory Authority has formally notified the Issuer and/or the Group of the end of such Administrative Procedure. A Discretionary Reinstatement may occur on one or more occasions until the then Prevailing Principal Amount of the Notes has been reinstated up to the Principal Amount. Any decision by the Issuer to effect or not to effect any Discretionary Reinstatement on any occasion shall not preclude it from effecting or not effecting any Discretionary Reinstatement on any other occasion. Any Discretionary Reinstatement shall be applied in respect of each Note equally. In addition, subject to any existing contractual restrictions, the Discretionary Reinstatement shall be effected using the amounts designated therefor on a pari passu basis with the discretionary reinstatement of other Loss Absorbing Tier 1 Instruments of the Issuer which provide for a discretionary reinstatement and for which the conditions for a discretionary reinstatement are fulfilled
• Events of Default: None
• Cross Default: None
• Waiver of set-off rights: No Noteholder may exercise or claim any right of deduction, set-off, netting, compensation, retention or counterclaim in respect of any amount owed to it by the Issuer in respect of, or arising directly or indirectly under or in connection with, the Notes and each Noteholder will be deemed to have waived all such rights of deduction, set-off, netting, compensation, retention or counterclaim, subject to applicable law
• Use of Proceeds: An amount equal to the net proceeds of the issue of the Notes will be used for general corporate purposes, including financing or refinancing current indebtedness
• Selling Restrictions: As per Notes Documentation
• Prohibition of sales to EEA and UK retail investors: Applicable
• Manufacturer Target Market: Manufacturer target market (EEA MiFID II/UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA or in the UK.
• ISIN: FR00140193E6
• LEI number: 969500K2MUPSI57XK083
• Clearing System: Euroclear France, Euroclear Bank and Clearstream
• Business Days: Paris and T2 Business Day
• Listing: Regulated market of Euronext Paris
• Documentation: The terms set out in this Term Sheet are subject entirely to the terms and conditions set forth in the final terms of the Notes (referred to in this Term Sheet as the “Final Terms”) and the base prospectus dated 5-Jun-26 in connection with the Euro Medium Term Note Programme (the “Base Prospectus”, together with the Final Terms, the “Notes Documentation”). For the avoidance of doubt, any references to the Terms and Conditions of the Notes refer to the section entitled “Terms and Conditions of the Restricted Tier 1 Notes” in the Base Prospectus. Capitalised terms not specifically defined in this Term Sheet shall have the meanings given to them in the Notes Documentation.
• Governing Law: French Law
• Structuring Advisors and Global Coordinators: Crédit Agricole Corporate and Investment Bank
• Joint Lead Managers No Book: A group is being formed
• Timing: Today’s business