Commentary & Deal Flow

Reoffer: Long 12yr: MS+170bp / 99.329 / 5.203%
Benchmark: Long 12yr: DBR 3 15-Aug-36 @ 96.36 / B+176.4bp

Tranche 1 (Long 12yr): Final book above €1.15bn at reoffer. Peak book in excess of €1.5bn

Launched: Long 12yr: €750m @ MS+170bp - Books above €1.3bn (pre-rec)
Spread set at: Long 12yr: MS+170bp - Books in excess of €1.5bn
Book Update: Books > €1bn
IPTs: Long 12yr: MS+185/190bp

• Issuer: Crédit Agricole Assurances SA (ACAFP)
• Legal Entity Identifier: 969500K2MUPSI57XK083
• Description: € Subordinated Tier 2 Bullet notes due 17-Dec-38
• Issuer Rating: A (S&P)
• Issue Rating (exp.): BBB+ (S&P)
• Status of the Notes: The status of the Tier 2 Notes will be and may evolve as follows:
  The obligations of the Issuer under the Notes in respect of principal, interest and other amounts are direct, unconditional, unsecured and 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 2 Own Funds of the Issuer and/or the Group under the Applicable Supervisory Regulations, with any other Ordinarily Subordinated Obligations, including, to the extent that such other Ordinarily Subordinated Obligations constitute (or would constitute but for any applicable limitation on the amount of such capital), fully or partly, Tier 2 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) (all defined in “Terms and Conditions of the Tier 2 Notes – Status of the Notes”).
  In certain circumstances, the status of the Notes may change during the life of such Notes as described in Condition 3 – see “Terms and Conditions of the Tier 2 Notes – Status of the Notes – Dynamic ranking upon disqualification as Tier 2 Qualifying Notes”).
• Acknowledgment of potential future Bail-in Power: Applicable
• Nominal Amount: €750m
• Pricing Date: 22-Sep-26
• Settlement Date: 29-Sep-26 (T+5)
• Scheduled Maturity Date: 17-Dec-38, if the Conditions to Redemption and Purchase are satisfied on such date and otherwise as soon as the Conditions to Redemption and Purchase are satisfied
• Issuer’s Call Option: At any time from (and including) 17-Jun-38 to (but excluding) the Scheduled Maturity date
• Reoffer: MS+170bp / 99.329 / 5.203%
• Benchmark: DBR 3 15-Aug-36 @ 96.36 / B+176.4bp
• Interest: Fixed rate of 5.125% payable per annum, payable annually in arrears on 17-Dec in each year, with a short first coupon, subject to the deferral provisions as described in the Note Documentation.
• Day Count Fraction/Business Day Convention: Act/Act ICMA, following, unadjusted
• 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 of current indebtedness.
• Mandatory Interest Deferral: On any Mandatory Interest Deferral Date (as defined in the Base Prospectus), the Issuer will (subject as provided below) be obliged, by notice to the Noteholders in accordance with Condition 14 and the Fiscal Agent pursuant to sub-paragraph (iv) below, to defer payment of all (but not some only) of the interest accrued (and, if relevant, any Arrears of Interest) in respect of the Notes to that date, and any such failure to pay shall not constitute a default by the Issuer for any purpose.
  Any interest in respect of the Notes which has not been paid on a Mandatory Interest Deferral Date and deferred in accordance with this paragraph shall so long as the same remains outstanding constitute “Arrears of Interest” and shall be payable as set out below. Noteholders will not receive any additional interest or compensation for the mandatory deferral of payment. In particular, the resulting Arrears of Interest will not bear interest.
• Optional Redemption Rights: At par upon a Capital Disqualification Event, a Gross-Up Event, a Tax Deductibility Even, a Withholding Tax Event or a Rating Methodology Event in each case subject to the fulfilment of the Conditions to Redemption and Purchase.
• Clean-Up Redemption Option: The Issuer may elect, subject to the Conditions to Redemption and Purchase, to redeem in whole, but not in part, of the Notes at any time after the Settlement Date at their Redemption Amount if 75% (seventy-five per cent) or more in aggregate Principal Amount of the Notes issued on the Settlement Date (and, if applicable, on the relevant settlement date(s) of any further tranche(s) of the Notes issued and assimilated to form a single series with the Notes) has been purchased and cancelled at the time of such election.
• Conditions for Redemption and Purchase: Any redemption or Purchase subject to (i) prior approval of Relevant Supervisory Authority; (ii) no Regulatory Deficiency has occurred and is continuing on the due date for redemption or purchase and such redemption or purchase would not itself cause a Regulatory Deficiency, and (iii) if and to the extent required under the then Applicable Supervisory Regulations in order for the Notes to be treated at least as Tier 2 Capital of the Group for the purposes of the determination of the Group’s regulatory capital, no Insolvent Insurance Affiliate Winding-up has occurred and is continuing on the date due for redemption or purchase.
• 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 05-Jun-26 in connection with the Euro Medium Term Note Programme, as supplemented and/or updated in accordance with Article 19(1b) of the Prospectus Regulation (the “Base Prospectus”, together with the Final Terms, the “Notes Documentation”).
• Specified Denomination: €100k + 100k
• Listing: Euronext Paris
• Form: Dematerialised bearer form (au porteur)
• Selling Restrictions: As per Notes Documentation
• Governing Law: French Law
• Clearing Systems: Euroclear France
• Target Market: Manufacturer target market (MIFID II & UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA and in the UK.
• Fees: The Banks will be paid a fee by the Issuer in relation to the transaction
• Global Coordinator, Sole Bookrunner, Sole Structuring Advisor: Crédit Agricole CIB (B&D)
• ISIN Code: FR001401B643
• Timing: FTT: 16:10 CET | TOE 14:52 UKT / 15:52 CET