Issue of Debt

Credit Agricole Corp & Inv Bank

10 January 2024

 

 

NOTICE TO HOLDERS OF SECURITIES

2 January 2024

Issue of up to GBP 10,000,000 Fixed Interest and Index Linked Redemption Notes due December 2027

under the UK

Structured Debt Instruments Issuance Programme

By

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208

ISIN: XS2559689711

Series: 6090

(the "Securities")

Reference is made to:

(1)           the base prospectus relating to the Programme dated 5 May 2023 as supplemented from time to time (the "Base Prospectus"); and

(2)           the final terms in respect of the Securities dated 3 November 2023 (the "Original Final Terms" and, together with the Base Prospectus, the "Securities Documentation").

Notice is hereby given to the holders of all outstanding Securities that the Issuer will, pursuant to General Condition 15 (MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER) amend and restate the Original Final Terms.

Accordingly the Original Final Terms has been replaced in its entirety with the amended and restated Final Terms, a draft form of which is attached in the Appendix to this Notice (showing marked-up changes against the Original Final Terms) (the "Amended and Restated Final Terms").

Capitalised terms used in this Notice and not defined have the meanings given to them in the Base Prospectus and the Amended and Restated Final Terms. Copies of the Securities Documentation and the Amended and Restated Final Terms are available at the offices of the Principal Paying Agent, CACEIS Bank Luxembourg, 5 Allée Scheffer, L-2520, Luxembourg.

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

APPENDIX - AMENDED AND RESTATED FINAL TERMS

MiFID II product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities, taking into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities and Markets Authority (ESMA) on 5 February 2018, has led to the conclusion that the target market for the Securities is eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, MiFID II). Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into consideration the manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Retail investors, professional investors and ECPs target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR), and retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of EUWA. Any person subsequently offering, selling or recommending the Securities (a Distributor) should take into consideration the manufacturer's target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation - PROHIBITION OF SALES TO EEA RETAIL INVESTORS WITHOUT KID - The Securities 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 European Economic Area (EEA) without an updated key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the Prospectus Regulation).

UK PRIIPs Regulation - PROHIBITION OF SALES TO UK RETAIL INVESTORS WITHOUT KID - The Securities 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 United Kingdom (UK) without an updated key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (as amended, the UK PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the UK Prospectus Regulation).

FINAL TERMS DATED 3 NOVEMBER 2023

As amended and restated on 2 January 2024

Issue of up to GBP 10,000,000 Fixed Interest and Index Linked Redemption Notes due December 2027

under the UK Structured Debt Instruments Issuance Programme

by

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

Legal entity identifier (LEI): 1VUV7VQFKUOQSJ21A208

PART A - CONTRACTUAL TERMS

This document constitutes the Final Terms of the Securities described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus dated 5 May 2023 constitutes a base prospectus for the purposes of the UK Prospectus Regulation (the Base Prospectus) in order to obtain all the relevant information. A summary of the issue of the Securities is annexed to these Final Terms. The Base Prospectus is available for viewing on the London Stock Exchange website (https://www.londonstockexchange.com/) and during normal business hours at the registered office of Crédit Agricole CIB and on its website (https://www.documentation.ca-cib.com/IssuanceProgram).

1	(a)    Series Number:	6090
	(b)    Type of Securities:	Notes
	(c)     Tranche Number:	1
	(d)    Date on which the Securities become fungible:	Not Applicable
2	Specified Currency:	Pound Sterling (GBP)
3	Aggregate Nominal Amount:
	(a)    Series:	Up to GBP 10,000,000
	(b)    Tranche:	Up to GBP 10,000,000
4	Issue Price:	100.00% of the Aggregate Nominal Amount.
5	(a)    Specified Denominations:	GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up to and including GBP 1,999 Calculation of Interest and Redemption based on the Specified Denomination: Applicable
	(b)    Minimum Trading Size:	Applicable. The Minimum Trading Size is GBP 1,000 in aggregate nominal amount
	(c)     Calculation Amount:	GBP 1
6	(a)    Issue Date:	3 January 2024
	(b)    Trade Date(s):	20 October 2023
	(c)     Interest Commencement Date:	Issue Date
7	Redemption Date:	31 December 2027, subject to any early redemption date
8	Type of Securities:
	(a)    Interest:	Fixed Rate Security (Further particulars specified below in "PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE")
	(b)    Redemption:	Index Linked Redemption Security
		(Further particulars specified below in "PROVISIONS RELATING TO REDEMPTION")
	(c)     U.S. Securities:	Not Applicable
	(d)    Other:	Not Applicable
	(e)     Additional U.S. Regulatory Disclosure:	Not Applicable
	(f)     Partly Paid Securities Provisions:	Not Applicable
9	Date Board approval for issuance of Securities obtained:	Authorisation given by the Board of Directors of Crédit Agricole CIB dated 9 December 2022.
10	Method of distribution:	Non-syndicated
11	Asset Conditions:	Index Linked Asset Conditions applicable in accordance with Annex 1
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12	Fixed Rate Security:	Applicable
	(a)        Interest Accrual Periods:	Applicable to all Interest Accrual Periods
	(b)        Rate(s) of Interest:	In respect of each Interest Payment Date set out in the table below, the corresponding percentage specified as "Fixed Rate" below
	(c)        Interest Payment Date(s):
	(d)        Interest Period Dates:	Not Applicable
	(e)        Fixed Coupon Amount(s):	Not Applicable
	(f)        Broken Amount(s):	Not Applicable
	(g)        Day Count Fraction:	Not Applicable
	(h)        Interest Accrual Periods:	Interest Accrual Periods will be unadjusted
	(i)         Business Day Convention for the purposes of adjustment of "Interest Accrual Periods" in accordance with sub-paragraph (h) above:	Not Applicable
	(j)         Additional Business Centre(s):	Not Applicable
	(k)        Determination Date(s):	Not Applicable
13	Floating Rate Security:	Not Applicable
14	Linked Interest Security:	Not Applicable
15	Zero Coupon Security:	Not Applicable
PAYOFF FEATURES (IF ANY) RELATING TO INTEREST
16	Payoff Features:	Not Applicable
PROVISIONS RELATING TO REDEMPTION
17	Redemption Determination Date(s):	For the purposes of determining the Final Redemption Amount, the Redemption Observation Date (see also paragraph 19(b) of these Final Terms)
18	Redemption Method:
	(a)        Early Redemption Amount for the purposes of General Condition 6.2 (Early Redemption Trigger Events) determined in accordance with:	Not Applicable
	(b)        Final Redemption Amount for the purposes of General Condition 6.1 (Redemption by Instalments and Final Redemption) determined in accordance with:	Growth Redemption in accordance with Annex 5, Paragraph 4 The Final Redemption Amount will be equal to: (Reference Price x Redemption Payoff) x Nominal Amount as determined by the Calculation Agent on the Redemption Determination Date
	i. Redemption Payoff:	Determined in accordance with Standard Digital/Performance Redemption (as completed in paragraph "Standard Redemption Payoff Provisions" of these Final Terms)
	A. Combination Redemption Payoff Provisions:	Not Applicable
	B. Standard Redemption Payoff Provisions:	Applicable
	I.             Standard Digital/Performance Redemption:	Applicable in accordance with Annex 2, Part B, Chapter 1 Applicable: Specified Dates The Redemption Payoff applicable to a Redemption Determination Date for Securities for which Standard Digital/Performance Redemption is applicable will be calculated on such Redemption Determination Date as follows, expressed as a percentage: (i) if Performance_FR is higher than or equal to FRB1 on the Redemption Observation Date: 100.00% (ii) otherwise: Performance_RA
	-      FRB1:	65.00%
	-      Performance_FR: -      Performance_RA:	Performance(i)
	-      Performance(i):	Option 1 applies:
	-      Redemption Observation Date:	15 December 2027
	-      Initial Observation Date:	15 December 2023
	-      Underlying Value1i:	Underlying Value on the Initial Observation Date
	-      Underlying Value2i:	Underlying Value on the Redemption Observation Date
	-      Underlyingi:	Index: see further information set out in paragraph "INFORMATION ON THE UNDERLYING(S) IF ANY" below
	ii.     Redemption Unwind Costs:	Not Applicable
	iii.    Payoff Feature Unwind Costs:	Not Applicable
	iv.    Reference Price:	100.00%
	(c)        Fair Market Value Redemption Amount:	Applicable
	i.      Hedge Amount:	Applicable
	ii.     Fair Market Value Redemption Amount Percentage:	Not Applicable
	(d)        Instalment Redemption Amount determined in accordance with:	Not Applicable
	(e)        Physical Settlement:	Not Applicable
	(f)        Clean-up Call Option (General Condition 6.7 (Clean-up Call Option)):	Not Applicable
19	Instalment Securities:	Not Applicable
20	Preference Share Linked Securities:	Not Applicable
21	Linked Redemption Security:	Applicable in accordance with Linked Redemption Security (Annex 1) (See paragraph "PROVISIONS RELATING TO THE UNDERLYING(S) IF ANY" for further information in relation to the Underlying(s))
PAYOFF FEATURES (IF ANY) RELATING TO REDEMPTION
22	Payoff Features:	Not Applicable
23	PROVISIONS RELATING TO THE UNDERLYING(S) IF ANY
	Applicable
	Index Linked Security:		Index Linked Redemption Security: Applicable in accordance with Annex 1, Chapter 2
	i.      Single Underlying:		Applicable
	ii.     Applicable for the purposes of:		Standard Redemption Payoff: Standard Digital/ Performance Redemption
	-      Index:		FTSE 100® Index
	-      Custom Index:		No
	-      Exchange:		London Stock Exchange
	-      Multiple Exchange:		Not Applicable
	-      Index Sponsor:		FTSE International Limited
	-      Related Exchange:		All Exchanges
	-      Valuation Time:		Closing
	-      Bloomberg Ticker:		UKX
	iii.    Basket:		Not Applicable
	iv.    Additional Disruption Event:		Applicable in accordance with Index Linked Asset Condition 3.4
	v.     Other Events:		Applicable
	vi.    Observation Date(s):		The Initial Observation Date and the Redemption Observation Date
	vii.   Averaging Date Disruption:		Not Applicable
	viii.  Maximum Days of Disruption:		Eight (8) Scheduled Trading Days
	ix.    Payment Extension Days:		Two (2) Payment Business Days
	x.     Clearance System:		As specified in Index Linked Asset Condition 2
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
24	(a)    Form:	Bearer Form: Temporary Bearer Global Security exchangeable for a Permanent Bearer Global Security which is exchangeable for Definitive Bearer Securities only upon an Exchange Event
	(b)    Notes in New Global Note form (NGN Notes) or Certificates in New Global Note form (NGN Certificates):	NGN Notes
25	Business Day Convention for the purposes of "Payment Business Day" election in accordance with General Condition 5.6 (Payment Business Day):	Modified Following Payment Business Day
26	Additional Financial Centre(s):	London
27	Additional Business Centre(s):	Not Applicable
28	Talons for future Coupons or Receipts to be attached to Definitive Bearer Securities and dates on which such Talons mature:	No
29	Redenomination (for the purposes of General Condition 3.1):	Not Applicable
30	(a)           Redemption for tax reasons (General Condition 6.3 (Redemption for tax reasons)):	Not Applicable
	(b)           Special Tax Redemption (General Condition 6.4 (Special Tax Redemption)):	Not Applicable
	(c)           Redemption for FATCA Withholding (General Condition 6.5 (Redemption for FATCA Withholding)):	Applicable
	(d)     Regulatory Redemption or Compulsory Resales (General Condition 6.6 (Regulatory Redemption or Compulsory Resales)):	Applicable
	(e)     Events of Default (General Condition 10 (Events of Default)):	Applicable
	(f)           Illegality and Force Majeure (General Condition 19.1 (Illegality and Force Majeure)):	Applicable
31	Gross Up (General Condition 8.2 (Gross Up)):	Not Applicable
32	Calculation Agent:	Crédit Agricole Corporate and Investment Bank
33	Delivery Agent:	Not Applicable
34	Governing Law:	English law
35	Essential Trigger:	Not Applicable
36	Business Day Convention:	Modified Following Business Day Convention
37	Benchmark Provisions:
	(a)   Relevant Benchmark:	Applicable as per the relevant Additional Conditions applicable to the Securities.
	(b)   Specified Public Source:	As per the definition in the Definitions Condition
	(c)   Additional Relevant Rate Benchmark:	Not Applicable
	(d)   Impacted Index:	Not Applicable
	(e)   Close of Business:	Not Applicable
OPERATIONAL INFORMATION
38	Branch of Account for the purposes of General Condition 5.5 (General provisions applicable to payments):	Not Applicable

THIRD PARTY INFORMATION

Not Applicable

Signed on behalf of the Issuer:

By Duly authorised

PART B - OTHER INFORMATION

1	LISTING AND ADMISSION TO TRADING
	(a)     Listing and admission to trading:		Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange's regulated market with effect from or as soon as practicable after the Issue Date and to be listed on the Official List of the London Stock Exchange.
	(b)     Estimate of total expenses related to admission to trading:		See paragraph 4(c) of this Part B
2	RATINGS
	Ratings:		The Securities to be issued have not been rated
3	INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
	Save as discussed in "Subscription and Sale" in the Base Prospectus and save for any fees that may be payable to the Dealer and/or any distributor in connection with the issue of Securities (as the case may be, as described in paragraph 6(d) below), so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer.
4	REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
	(a)           Reasons for the offer:		See Use of Proceeds wording in Base Prospectus
	(b)           Estimated net proceeds:		Issue Price x Aggregate Nominal Amount of the Notes less distribution commissions mentioned in paragraph 6(d) of this Part B
	(c)           Estimated total expenses:		GBP 495 plus EUR 500 including listing costs and excluding regulatory fees where applicable
5	PERFORMANCE OF UNDERLYING AND OTHER INFORMATION CONCERNING THE UNDERLYING
	Underlying:	Where past and future performance of the Underlying can be obtained from, free of charge:
	Index : FTSE 100® Index	https://www.ftserussell.com/products/indices/uk Bloomberg Ticker : UKX Please also see the disclaimer attached to these Final Terms.
	Post-issuance information The Issuer does not intend to publish post-issuance information in relation to any underlying element to which the Securities are linked.
6	DISTRIBUTION
	(a)    Method of distribution:	Non-syndicated
	(b)    If syndicated:	Not Applicable
	(c)     If non-syndicated, name and address of Dealer:		The following Dealer is procuring subscribers for the Securities: Crédit Agricole Corporate and Investment Bank 12, place des États-Unis CS 70052 92 547 Montrouge Cedex France
	(d)    Indication of the overall amount of the underwriting commission and of the placing commission:		The Distributor(s) (as defined below of this Part B) will receive a distribution commission embedded in the Issue Price of the Notes equal to a maximum amount of 1.50% of the aggregate nominal amount of the Notes.
	(e)     U.S. Selling Restrictions:		To a Permitted Transferee outside the United States in accordance with Regulation S Securities in Bearer Form - TEFRA D
	(f)     Public Offer where there is no exemption from the obligation under the FSMA to publish a prospectus:		Applicable
	1.     Offer Period:		From 3 November 2023 to 15 December 2023 (included)
	2.     Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the conditions in it		(i)            Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG (the Distributor or the Initial Authorised Offeror) (ii)           any additional financial intermediary appointed by the Issuer and whose name is published on the Issuer's website (https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU) and identified as an Authorised Offeror in respect of the relevant Public Offer (each, an Additional Authorised Offeror)
	3.     General Consent:		Applicable
	4.     Other Authorised Offeror Terms:		Not Applicable
	(g)     Prohibition of Sales to EEA Retail Investors:		Not Applicable
	(h)    Prohibition of Sales to UK Retail Investors:		Not Applicable
	(k)    U.S. Dividend Equivalent Withholding:		The Securities are not subject to withholding under the Section 871(m) Regulations
7	OPERATIONAL INFORMATION
	(a)    ISIN:		XS2559689711
	(b)    Temporary ISIN:		Not Applicable
	(c)     Common Code:		255968971
	(d)    VALOREN Code:		Not Applicable
	(e)      Other applicable security identification number:		Not Applicable
	(f)     Relevant clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s):		Not Applicable
	(g)     Delivery:		Delivery against payment
	(h)    Names and addresses of additional Paying Agent(s) (if any):		Not Applicable
	(i)   Securities intended to be held in a manner which would allow Eurosystem eligibility:		No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Securities are capable of meeting them, the Securities may then be deposited with one of the ICSDs as common safekeeper.  Note that this does not necessarily mean that the Securities will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
8	BENCHMARK REGULATION
Benchmark Regulation: Article 29(2) statement on benchmarks:			Applicable: Amounts payable under the Securities are calculated by reference to FTSE 100® Index which is provided by FTSE International Limited. As at the date of these Final Terms, FTSE International Limited is included in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority (FCA) pursuant to article 36 of the UK Benchmarks Regulation.
9	TERMS AND CONDITIONS OF THE OFFER
	Offer Price:		Issue Price
	Conditions to which the offer is subject:		The offer of the Notes is conditional on their issue. The Issuer reserves the right, in its absolute discretion, to cancel the offer and the issue of the Notes at any time prior to the Issue Date. The Issuer shall publish a notice on its website (http://www.documentation.ca-cib.com/IssuanceProgram) in the event that the offer is cancelled and the Notes are not issued pursuant to the above. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises its right to cancel the offer, such potential investor shall not be entitled to receive any Notes.
	Description of the application process:		Prospective investors may apply to subscribe for Notes during the Offer Period. The Offer Period may be shortened or extended at any time and for any reason. In such case, the Issuer shall give notice to the investors as soon as practicable before the end of the Offer Period by means of a notice published on its website (http://www.documentation.ca-cib.com/IssuanceProgram). Applications for the Notes can be made during the Offer Period through the Distributor. The applications can be made in accordance with the Distributor's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the Notes. A prospective investor should contact the Distributor prior to the end of the Offer Period. A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Distributor relating to the subscription of securities generally. There are no pre-identified allotment criteria. The Distributor will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be as otherwise specified herein. The total amount of the securities offered to the public is up to GBP 10,000,000. The definitive amount of the offer will be published on the website of the Issuer (http://www.documentation.ca-cib.com/IssuanceProgram) on or around the Issue Date.
	Details of the minimum and/or maximum amount of the application:		There is no maximum amount of application. Minimum amount of application is GBP 1,000.
	Description of the possibility to reduce subscriptions and manner for refunding amounts paid in excess by applicants:		Not Applicable
	Details of the method and time limits for paying up and delivering the Securities:		The Notes will be available on a delivery versus payment basis. The Notes offered to investors will be issued on the Issue Date against payment by the Distributor(s), via the Dealer, to the Issuer of the gross subscription moneys. Each such investor will be notified by the Distributor(s) of the settlement arrangements in respect of the Notes at the time of such investor's application.
	Manner in and date on which results of the offer are to be made public:		Publication on the website of the Issuer http://www.documentation.ca-cib.com/IssuanceProgram) on or around the Issue Date.
	Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:		Not Applicable
	Whether tranches have been  reserved for certain countries:		Not Applicable
	Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made:		Applicants will be notified directly by the Distributor(s) of the success of their application. Dealing in the Notes may commence on the Issue Date.
	Amount of any expenses and taxes charged to the subscriber or purchaser:		Responsibility for any tax implications of investing in these Notes rests entirely with the subscriber or purchaser. For the Offer Price which includes the fees payable upfront to the Distributor see above "Offer Price".
	Name(s) and address(es), to the extent known to the Issuer, of the placers in the United Kingdom:		The Authorised Offerors identified above and identifiable from the Base Prospectus
(n)	In the case of admission to trading on a regulated market, the name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitments:		Not Applicable

ANNEX A
(This Annex forms part of these Final Terms to which it is attached)

Disclaimers relating to the Underlying

FTSE 100® Index

The Securities (the "Product") has been developed solely by CREDIT AGRICOLE CIB. The Product is not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the "LSE Group"). FTSE Russell is a trading name of certain of the LSE Group companies.
All rights in the FTSE 100 Index (the "Index") vest in the relevant LSE Group company which owns the Index. "FTSE®", "Russell®", "FTSE Russell®" are trade marks of the relevant LSE Group company and is/are used by any other LSE Group company under license.
The Index is calculated by or on behalf of FTSE International Limited or its affiliate, agent or partner. The LSE Group does not accept any liability whatsoever to any person arising out of (a) the use of, reliance on or any error in the Index or (b) investment in or operation of the Product. The LSE Group makes no claim, prediction, warranty or representation either as to the results to be obtained from the Product or the suitability of the Index for the purpose to which it is being put by CREDIT AGRICOLE CIB.

ANNEX B - ISSUE SPECIFIC SUMMARY

1.   INTRODUCTION AND DISCLAIMERS

Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB or the Issuer) is a limited liability company incorporated in France as a "société anonyme" with a board of directors whose registered office is located at 12, place des États-Unis, CS 70052, 92 547 Montrouge Cedex, France. The legal entity identifier (LEI) of the Issuer is 1VUV7VQFKUOQSJ21A208.

The debt securities (the Notes) issued by the Issuer are structured notes whose return depends on the performance of an index. The Notes are identified by the ISIN Code XS2559689711.

This document constitutes the Summary to the Prospectus (as defined below) (the Summary) for the purpose of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) and must be read in conjunction with:

-      the base prospectus dated 5 May 2023 approved by the Financial Conduct Authority (the FCA), as competent authority under the UK Prospectus Regulation (the Base Prospectus) completed by

-      the Final Terms dated 3 November 2023 (the Final Terms),

which together constitute a prospectus for the purposes of the UK Prospectus Regulation containing the necessary information concerning the issuer and the securities offered to the public or to be admitted to trading on a regulated market (the Prospectus).

Full information on the Issuer, and the offer of the Notes is only available on the basis of the combination of the Base Prospectus and the Final Terms.

Warning to the reader

This summary should be read as an introduction to the Prospectus. Any decision to invest in the Notes should be based on a thorough review of the Prospectus as a whole, including the Base Prospectus, any documents incorporated by reference thereto, any supplement from time to time and the Final Terms, by the investor.

An investor may lose all or part of the capital invested in the Notes issued by the Issuer. Where an action relating to the information contained in the Prospectus is brought before a court, the plaintiff investor may, under national law, be required to bear the costs of translation of the Prospectus before the commencement of the legal proceedings.

Civil liability will only be sought from the persons who filed the Summary, including any translation thereof, but only if the contents of the Summary are found to be misleading, inaccurate or inconsistent when read together with other parts of the Prospectus or if it does not provide, when read together with the other parts of the Prospectus, key information to assist investors when considering investing in such Notes.

You are about to buy a product that is not simple and can be difficult to understand.

2.   KEY INFORMATION ABOUT THE ISSUER

2.1 Who is the issuer of the securities?

Crédit Agricole CIB is a limited liability company incorporated in France as a "société anonyme" (joint stock company) with a Board of Directors governed by ordinary company law, in particular the Second Book of the French Code de commerce. Its registered office is located at 12 place des États-Unis, CS 70052, 92 547 Montrouge Cedex, France. Its legal entity identifier (LEI) is 1VUV7VQFKUOQSJ21A208.

Crédit Agricole CIB is a credit institution approved in France and authorised to conduct all banking operations and provide all investment and related services referred to in the French Code monétaire et financier. In this respect, Crédit Agricole CIB is subject to oversight of the European and French responsible supervisory authorities, particularly the European Central Bank and the French Prudential and Resolution Supervisory Authority (ACPR). In its capacity as a credit institution authorised to provide investment services, Crédit Agricole CIB is subject to the French Code monétaire et financier, particularly the provisions relating to the activity and control of credit institutions and investment service providers.

A.    Principal activities

The principal activities of Crédit Agricole CIB are mainly:

·      Financing: The financing business combines structured financing and commercial banking in France and abroad. Banking syndication is involved in both of these activities.

·      Capital markets and investment banking: This business includes capital markets, as well as investment banking.

Wealth Management: The Wealth Management offers a tailored approach allowing each individual customer to manage, protect and transfer their assets in a manner which best fits their aspirations. The teams offer expert and first class services for the management of both private and business assets.

B.    Organisational Structure / Major shareholders

The Issuer is directly owned by Crédit Agricole S.A., the listed entity of Crédit Agricole Group. Crédit Agricole S.A is the parent company of the Crédit Agricole Group. The Issuer is the corporate and investment banking arm of Crédit Agricole Group. The Crédit Agricole CIB Group (the Group) includes Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) and its consolidated subsidiaries taken as a whole.

C.    The Chairman and Chief Executive Officer of the Issuer is Xavier Musca

D.    Statutory Auditors

The statutory auditor of Crédit Agricole CIB is PricewaterhouseCoopers Audit, 63 rue de Villiers, 92200 Neuilly sur Seine, France, and Ernst & Young et Autres, Tour First, TSA 14444, 92037 Paris-La-Défense, France,

which both are members of the Compagnie régionale des commissaires aux comptes de Versailles.

2.2 What is the key financial information concerning the Issuer?

The following tables show selected key financial information (within the meaning of Delegated Regulation (EU) 2019/979 as it forms part of domestic law by virtue of the EUWA (UK Delegated Regulation) of the Issuer for the financial years ending 31 December 2021 and 31 December 2022 (all figures are expressed in millions of euros):

A.    Income statement for credit institutions

	30/06/2021	31/12/2021 (audited)	30/06/2022	31/12/2022 (audited)
Net interest income (or equivalent)	1,631	3,377	1,894	3,828
Net fee and commission income	424	941	472	905
Net impairment loss on financial assets	-	-	-	-
Net trading income	903	1,501	1,091	1,918
Measure of financial performance used by the issuer in the financial statements such as operating profit	1,044	2,218	1,310	2,593
Net profit or loss (for consolidated financial statements net profit or loss attributable to equity holders of the parent) (ie. Net income Group share)	789	1,691	866	1,838

B.            Balance sheet for credit institutions

	30/06/2021	31/12/2021 (audited)	30/06/2022	31/12/2022 (audited)	Value as outcome from the most recent Supervisory Review and Evaluation Process ('SREP') (unaudited)
Total assets	595,835	599,721	681,546	728,202	Not Applicable
Senior debt	46,609	51,768 4,079	64,895	68,389	Not Applicable
Subordinated debt	4,188	4,079	4,156	4,293	Not Applicable
Loans and receivables from customers (net)	147,385	165,830	174,661	179,186	Not Applicable
Deposits from customers	150,356	159,578	169,435	186,851	Not Applicable
Total equity	25,534	26,520	27,584	28,378	Not Applicable
Non performing loans (based on gross carrying amount)/Loans and receivables)	2.1%	1.8%	2.1%	1.9%	Not Applicable
Phased-in Common Equity Tier 1 capital (CET1) ratio or other relevant prudential capital adequacy ratio depending on the issuance	11.2%	11.7%	10.9%	11.6%	7. 9%
Phased-in Total Capital Ratio	20.6%	21.0%	20.4%	21.9%	12.0%
Leverage Ratio calculated under applicable regulatory framework	3.7%	4.0%	3.6%	3.9%	3.0%

C.Qualifications in the audit report

The audit reports do not contain any qualifications with respect to Crédit Agricole CIB's historical financial information

2.3  What are the issuer's specific risks?

The following risks have been identified as being significant and specific to the Issuer and of a nature, should they materialise, to have a significant negative impact on its business activity, its financial position and its access to various sources of financing:

1)    Credit and counterparty risks, which include credit risks on its corporates and financial institutions counterparties, risk on any significant sector or individual concentration, counterparty risk on market transactions, credit risk related to securitization transactions as well as country and sovereign risks;

2)    Financial risks, which include market risk, risk of change in the value of its securities portfolio, foreign exchange risk, liquidity risk, risk of change in the value of equity investments, and global interest rate risk; and

3)    Operational risks and associated risks, which include compliance and legal risks and other operational risks including information system security risks;

4)    Business risks, which include systemic risk (negative impact of adverse economic and financial conditions, as well as changes in laws and regulations) or strategic risk;

5)    Climate and environmental risks;

6)    Risks relating to the structure of the Crédit Agricole Group.

3.   KEY INFORMATION ON THE SECURITIES

3.1 What are the main characteristics of securities?

A. General

The Notes to be issued by the Issuer are structured notes whose return depends on the performance of an index (the Underlying indexed "i"). Information on the past and future performance of the Underlying(i) will be published on Bloomberg (Bloomberg Ticker : UKX). The Notes will only be identified by the ISIN Code XS2559689711.

The Notes are denominated in Pound Sterling (GBP; also the Specified Currency) and any interest amount and any redemption amount payable will be in the Specified Currency.

The maximum nominal amount of the Notes offered is up to GBP 10,000,000 represented by 10,000 Notes with a notional amount of GBP 1,000 and integral multiples of GBP 1.00 in excess thereof up to and including GBP 1,999 (the Notional Amount). The issue price is 100.00% of the aggregate nominal amount of the Notes.

The minimum trading size is GBP 1,000 in aggregate nominal amount.

The Notes will be issued on 3 January 2024 (the Issue Date) in the form of bearer securities.

The maturity date of the Notes will be 31 December 2027 (the Maturity Date).

The Notes are governed by English law.

B. Ratings

Not applicable, the Notes have not been rated.

C. Description of the rights, ranking and restrictions attached to the Notes

Ranking: the Notes constitute direct, unsubordinated obligations of the Issuer and rank and will rank pari passu among themselves and (subject to certain exceptions established by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, present or future.

Early Redemption Events: the terms and conditions of the Notes provide for events triggering the early redemption of the Notes. The Notes will become due and payable upon notice to Investors following the occurrence of any such early redemption event.

Substitution: Not Applicable.

D. Interest

Provided that the Notes have not been redeemed early, the investor will receive on each Interest Payment Date specified in the table below a cash settlement amount per Note in the Specified Currency (an Interest Amount) determined by the following formula: Notional Amount × Fixed Rate(t)

Where:

Fixed Rate(t) means the relevant Fixed Rate specified in the table below corresponding to the relevant Interest Payment Date.

E. Redemption

Automatic Early Redemption:

Not Applicable

Final Redemption:

Provided that the Notes have not been early redeemed, the Notes will be redeemed on the Maturity Date. The investor will receive a cash settlement amount per Note in the Specified Currency equal to the following Final Redemption Amount:

Notional Amount x (Reference Price x Redemption Payoff)

Where:

Reference Price means 100.00%, and

Redemption Payoff will be calculated as follows:

(i) if Performance_FR is higher than or equal to FRB1 on the Redemption Observation Date: 100.00%

(ii) otherwise: Performance_RA

With:

FRB1 means 65.00%

Performance_FR or Performance_RA means the result of the following formula, expressed as a percentage:

With:

Underlying Value_2i meansthe Underlying Value on 15 December 2027 (the Redemption Observation Date);

Underlying Value_1i means the Underlying Value on the 15 December 2023 (the Initial Observation Date);

Underlying Value means the closing level of Underlying(i) on the Initial Observation Date or the Redemption Observation Date, as the case may be;

Underlying(i) means:

i	Underlying	Bloomberg Ticker	Sponsor	Underlying Value1i
1	FTSE 100® Index	UKX	FTSE International Limited	-

Other redemption events:

During the life of the Notes, they may also be redeemed at their fair market value:

·      at the hand of the Issuer, following an event of illegality or an event of force majeure or for regulatory or compulsory resales; or

·       at the hand of the holders, in the event of an event of default or a tax change giving rise to a withholding tax case and in the event of a FATCA withholding tax case.

The Issuer may at any time redeem Notes on or off the stock exchange at any price agreed with the seller(s), subject to applicable laws and regulations.

3.2 Where will the securities be traded?

The Notes are expected to be admitted to trading as soon as practicable following the Issue Date on the London Stock Exchange's main market, a UK regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the EUWA.

3.3 Are the securities covered by a guarantee?

Not Applicable

3.4 What are the main risks specific to securities?

There are risk factors which are material for the purpose of assessing the risks related to the Notes, including the following:

1)    The trading price of the Notes may fall in value as rapidly as it may rise and Noteholders may sustain a total loss of their investment;

2)    The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Although application is expected to be made for the Notes to be admitted to trading on the London Stock Exchange's regulated market and to be listed on the Official List of the London Stock Exchange, there is no assurance that the Notes will be so admitted or that an active trading market will develop. Illiquidity may have an adverse effect on the market value of the Notes;

3)    The implementation in France of the EU Bank Recovery and Resolution Directive could materially affect the rights of the Noteholders, the price or value of their investment in the Notes;

4)    French insolvency law could have an adverse impact on Noteholders seeking repayment in the event that the Issuer, or its subsidiaries were to become insolvent and could have a material adverse effect on the market value of the Notes;

5)    The risk relating to the unsecured nature of the Notes, the absence of negative pledge and debt restrictions with respect to the Issuer, all of which could have an adverse effect on the market value of the Notes;

6)    The risks associated with the provisions of Regulation (EU) 2016/1011 as it forms part of domestic law by virtue of the EUWA (the UK Benchmarks Regulation), which may have an adverse effect on the performance of the Underlying or lead to its disappearance and as a consequence, could have an adverse effect on the value or liquidity of, and return on, the Notes;

7)    The Final Redemption Amount of the Notes is dependent upon changes in the market value of the Underlying(s), which could adversely affect the market value of the Notes. In addition, the Final Redemption Amount may be less than the nominal amount of the Notes and the holders of Notes may lose all or part of the amount of the principal invested;

8)    An investment in the Notes does not confer any legal or beneficial interest in the Underlying(s) or any voting rights, right to receive dividends or other rights that a holder of the Underlying(s) may have. Potential losses in value of the Notes cannot be compensated by other income; and

9)    The Notes are not principal protected and investors are exposed to the performance of the Underlying(s); accordingly, they risk losing all or a part of their investment if the value of the Underlying(s) does not move in a positive direction.

4.   KEY INFORMATION ON THE PUBLIC OFFER OF SECURITIES AND/OR ADMISSION TO TRADING ON A REGULATED MARKET

4.1 Under what conditions and according to what timetable can I invest in this security?

The Notes are offered for up to GBP 10,000,000.

The Notes are expected to be admitted to trading on the London Stock Exchange's main market as soon as practicable after the Issue Date and to be admitted to the Official List of the London Stock Exchange.

The Notes will be offered to eligible counterparties, professional client and/or retail Investors, during an open period from 3 November 2023 to 15 December 2023 (the Offer Period) in the United Kingdom, subject to (i) the Notes being admitted to trading, if applicable, and (ii) an early closure of the Offer Period in the Issuer's sole and absolute discretion depending on market conditions, as specified below.

Prospective investors may apply to subscribe for Notes during the Offer Period. The Offer Period may be shortened or extended at any time and for any reason. In such case, the Issuer shall give notice to the investors as soon as practicable before the end of the Offer Period by means of a notice published on its website (http://www.documentation.ca-cib.com/IssuanceProgram).

Applications for the Notes can be made during the Offer Period through the Distributor (as defined below). The applications can be made in accordance with the Distributor's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer (as defined below) related to the subscription for the Notes.

A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Distributor relating to the subscription of securities generally.

The Notes will be available on a delivery versus payment basis. The Notes offered to investors will be issued on the Issue Date against payment by the Distributor, via the Dealer, to the Issuer of the gross subscription moneys. Each such investor will be notified by the Distributor of the settlement arrangements in respect of the Notes at the time of such investor's application.

The Issuer estimates that the Notes will be delivered to the investor's respective book-entry securities account on or around the Issue Date. Applicants will be notified directly by the Distributor of the success of their application. Dealing in the Notes may commence on the Issue Date.

If the subscription for a Note occurs after the closing of the offering, the order will be automatically cancelled and the subscription proceeds will be returned to the relevant investor in accordance with the instructions communicated to Crédit Agricole CIB at the time of the subscription request. Subscription requests for Notes will be received within the limit of the number of Notes available. Subscription orders for Notes may be reduced in the event of oversubscription and any excess proceeds will be returned by Crédit Agricole CIB to the investor.

The Distributor (as defined below) will be paid aggregate commissions equal to a maximum of 1.50%. of the aggregate nominal amount of the Notes.

There is no pre-emptive right to subscribe the Notes for the benefit of any category of persons.

The final amount of the offering will be notified by the Issuer to each investor via its website (https://www.documentation.ca-cib.com/IssuanceProgram) on or around the Issue Date.

Estimate of the total expenses: GBP 495 + EUR 500, including listing costs and excluding regulatory fees where applicable.

No expenses will be charged to the investors.

4.2 Who is the offeror?

(i) Crédit Agricole CIB (the Dealer) and (ii) Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG (the Distributor), and (iii) any additional financial intermediary appointed by the Issuer and as identified on the website at https://www.documentation.ca-cib.com/PublicFinalTerm?region=EU and (iv) any financial intermediaries stating on its website that it uses the prospectus in accordance with the conditions set out under "Retail Cascades" in the Base Prospectus may offer the Notes.

4.3 Why is the Prospectus being prepared?

A.    Net Proceeds and Use of Proceeds:

The estimated net proceeds from the issue of the Notes is up to GBP 10,000,000.

The estimated net proceeds will be used for the general financing needs of the Issuer.

A.     Subscription Agreement:

Not applicable - the offer is not the subject of a subscription agreement.

B.     Conflicts of interest:

The Issuer is also the calculation agent; as a result, conflicts of interest may exist between the calculation agent and the holders of Notes, in particular with respect to certain determinations and determinations that the calculation agent may make pursuant to the Terms and which may affect amounts due under the Notes.                    

 

END