ORDINARY AND EXTRAORDINARY GENERAL MEETING

Transcription

1 MEETING NOTICE ORDINARY AND EXTRAORDINARY GENERAL MEETING 2017 Centre Wednesday 24 May 2017 at 10:00 a.m. International de Congrès boulevard Heurteloup Tours - France

2 WELCOME TO THE ANNUAL GENERAL MEETING REGISTRATION WILL BEGIN AT WEDNESDAY 24 MAY AT 10:00 a.m. 8: 00 a.m. Summary Chairman s foreword 1 How to participate in the General Meeting of Shareholders 2 Crédit Agricole Group profile 6 About Crédit Agricole S.A. 10 Corporate Governance 20 Crédit Agricole S.A. s Board of Directors 32 Agenda of the Ordinary and Extraordinary General Meeting of 24 May Presentation of draft resolutions 41 Table summarising authorisations in force and the use made thereof during Document and information request form 53 The digital version of this document is conform to Web content accessibility standards JOIN THE SHAREHOLDERS CLUB Join the Crédit Agricole S.A. Shareholders Club to: meet Executives during information meetings, receive Group s letter each month by , participate in thematic web conferences hosted by experts of the Group, attend cultural and sporting events. Registration procedures to the Club The Club is open to individual shareholders holding: at least 50 bearer shares, or 1 registered share. And to employees of the Group who are holding at least one share in direct. Register directly at

3 CHAIRMAN S FOREWORD The successful operation to simplify the Group s structure and the promising start to our new strategic plan provide a firm platform for Crédit Agricole s future development DOMINIQUE LEFEBVRE Chairman of the Board of Directors of Crédit Agricole S.A. Dear Shareholder, I am writing to invite you to the Annual General Meeting of Shareholders of Crédit Agricole S.A. This is an invaluable opportunity for us to get together to share information and exchange views. The General Meeting will be an opportunity to revisit the highlights of 2016, a year of transformation for the Group, which recorded a solid financial and stock market performance amid accelerated development. The past year was a milestone, with the Eurêka project resulting in a new, simplified structure for the Group. The operation has made Crédit Agricole S.A. financially stronger and improved its solvency. This represents the first step in our mediumterm strategic plan launched in March The plan s aim is to implement an ambitious customer project encapsulated in our new slogan, A Whole Bank Just For You, and enhanced by our digital transformation. Every day, 6 million customers use our digital tools. Our medium-term plan also seeks to boost our industrial efficiency. In December, the agreement for Amundi s acquisition of Pioneer Investments was another highlight of the year. The deal cements Amundi s position as Europe s leading asset management company and makes it one of the top ten players worldwide. In terms of the business, Crédit Agricole S.A. delivered a solid performance. Strong commercial momentum continued across all business lines, combined with controlled expenses and cost of risk. In view of these solid results, the Board of Directors will recommend a dividend of 0.60 to the General Meeting. The dividend will be paid entirely in cash, thereby avoiding the risk of dilution. As a result of its commitment to corporate social responsibility (CSR), Crédit Agricole S.A. is ranked 17 th in the Global 100 most sustainable corporations in the world, out of 4,000 stocks analysed. Crédit Agricole S.A. is the second-highest French company in the ranking, the fifth-highest bank worldwide, and the top French bank. Lastly, Crédit Agricole S.A. also continues to feature in the main international socially responsible indices (FTSE4Good, NYSE Euronext Vigeo Eiris Eurozone 120 and Europe 120, STOXX Global ESG Leaders and Oekom Prime). In addition, in 2016, the Carbon Disclosure Project rated it one of the best French banks for its climate policy. In 2016, we also adopted a new approach to reporting with the integrated report. This document is intended as a more meaningful summary for all our stakeholders. It is designed to convey in clear terms what makes us a universal customer-focused bank and how we fulfil our core mission: to finance the economy. For the first time, a single document will contain all the key elements to understanding the Group s business model and its ability to create value in the medium and long term while adapting to changes in its ecosystem. I sincerely hope you can take part in our General Meeting, either by attending in person or by watching it live on the web at This meeting notice contains practical information on how to participate and vote online or by post, the agenda, and the texts of the resolutions to be submitted for shareholder approval. This year, the notice also contains more information about the Group and Crédit Agricole S.A. Lastly, the meeting notice and integrated report can be found on our website. Both are accessible for people with disabilities. On behalf of the Board of Directors, I would like to thank you for your confidence and your loyalty, and look forward to seeing you on Wednesday 24 May at 10:00 a.m. for the start of the General Meeting. Flash the QR code with your smartphone TO WATCH THE VIDEO of the Chairman s interview CRÉDIT AGRICOLE S.A. MEETING NOTICE

4 HOW TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS CONDITIONS FOR EXERCISING YOUR VOTING RIGHT All shareholders, regardless of the number of shares held, and all unitholders of the FCPE fund Crédit Agricole Classique, regardless of the number of units held, have the right to participate in the General Meeting of Shareholders. This right is subject to shares being recorded in the shareholder s name, either in the Company register (registered shares or investments in the FCPE fund Crédit Agricole Classique ), or with the financial intermediary holding his/her shares (bearer shares) no later than two business days prior to the date of the General Meeting of Shareholders, namely at zero hour Paris time on Monday 22 May How can I exercise my voting right? Shareholders can exercise their voting rights in any of four ways: by personally attending and voting at the General Meeting of Shareholders; or by voting by post; or by giving a proxy to the Chairman of the General Meeting of Shareholders or to the Chairman of the Supervisory Board of the FCPE fund Crédit Agricole Classique for unitholders; or by appointing a third party as proxy. Unitholders of the FCPE fund Crédit Agricole Classique can give a proxy only to another unitholder. The choice of voting option can be made online via the Votaccess platform (see page 3) or by using the attached printed form (see page 4). NB: shareholders or unitholders of the FCPE fund Crédit Agricole Classique who have voted by post or online, appointed a proxy or requested an admission card to attend the General Meeting of Shareholders, possibly accompanied by a shareholding certificate, may not choose another way of participating in the Meeting (Article R of the French Commercial Code). For unitholders of the FCPE fund Crédit Agricole Classique It is invested in Crédit Agricole S.A. shares. Its by-law stipulates that unitholders are entitled to vote at the Annual General Meeting of Crédit Agricole S.A. Shareholders. The number of voting rights to which you are entitled is calculated according to the number of Crédit Agricole S.A. shares held in the funds and the percentage of units hold. These calculations do not always result in a whole number. In this case, in accordance with the legal and regulatory requirements for the FCPE, voting rights are allotted as follows: the whole number of rights is allocated directly to you; the decimals are automatically allocated to the Chairman of the FCPE s Supervisory Board, who will cast the corresponding voting rights on your behalf. Written questions Shareholders or unitholders of the FCPE fund Crédit Agricole Classique wishing to ask any questions in writing may, from the date of the Meeting Notice until the fourth business day preceding the date of the Meeting, namely Thursday 18 May 2017, send them by registered letter with return receipt to the Chairman of the Board of Directors of Crédit Agricole S.A. at the address of its registered office, or by to: assemblee.generale@creditagricole-sa.fr, along with a certificate of account registration. The answers to such written questions will be published directly on the website of Crédit Agricole S.A., at the following address: Shareholders/annual-general-meeting Flash the QR code with your smartphone and FIND OUT HOW TO PARTICIPATE on video 2 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

5 HOW TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS Voting online VOTING ONLINE IMPORTANT Crédit Agricole S.A. will offer online voting via the Votaccess platform from 12:00 p.m. Paris time on 28 April 2017 to 3:00 p.m. Paris time on 23 May Reminder: Votaccess gives you the same options as the paper form: to request an admission card, to vote on every resolution, to give a proxy to the Chairman of the General Meeting of Shareholders (or to the Chairman of the Supervisory Board of the FCPE fund Crédit Agricole Classique ), to appoint a third party as proxy. Please note: You may print the admission card for the General Meeting from home. Registered Shareholders or unitholders of the FCPE fund Crédit Agricole Classique 1. Use the ID shown on the voting form or the Meeting Notice that was ed to you to log on to the website at And follow the on-screen instructions. If you do not have an ID and/or password, you can request them by mail from CACEIS Corporate Trust (1), which must receive the request no later than 18 May Once logged in, click on the Vote Online module, which will redirect you to the Votaccess secure platform (see screenshot below). Bearer shareholders 1. Log on to the website of the institution managing your account using your usual login codes. 2. Click the icon next to the line showing your Crédit Agricole S.A. shares and follow the on-screen instructions. The financial institution holding your shares must have signed up to the Votaccess system in order to be able to offer this service for the General Meeting of Shareholders of Crédit Agricole S.A. Alternatively, you can always vote using the paper form, asking your financial intermediary for a Meeting Notice file at the earliest opportunity. Choose how you will participate in the meeting and follow the instructions. IF YOU HAVE ANY QUERIES OR PROBLEMS LOGGING ON, PLEASE CONTACT CACEIS Corporate Trust, on (9.00 a.m. to 6.00 p.m. Paris time), or send an to ct-contactcasa@caceis.com (1) CACEIS Corporate Trust Investor Relations Crédit Agricole S.A. 14, rue Rouget-de-Lisle Issy-les-Moulineaux Cedex 9. CRÉDIT AGRICOLE S.A. MEETING NOTICE

6 HOW TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS Voting using the paper form VOTING USING THE PAPER FORM PLEASE NOTE 21 May 2017 any forms received by CACEIS Corporate Trust after this date will not be processed for the General Meeting of Shareholders. STEP 1 You attend the General Meeting of Shareholders in person and request an admission card OR You vote You give a proxy to the by post OR Chairman of the General OR Meeting of Shareholders or to the Chairman of the Supervisory Board of the FCPE You appoint a third party as proxy, providing his/her full contact details STEP 2 Check your contact details STEP 3 Date and sign STEP 4 RETURN THIS FORM: i. If you are a Registered Shareholder or unitholder of the FCPE fund Crédit Agricole Classique, please send the form using the enclosed prepaid envelope to CACEIS Corporate Trust (1), which must receive it no later than 21 May 2017; ii. If you are a bearer shareholder, please return the form to your authorised financial intermediary. It will forward it, together with a shareholding certificate, to CACEIS Corporate Trust (1), which must receive them no later than 21 May After 21 May: Registered Shareholder or unitholders of the FCPE fund Crédit Agricole Classique wishing to attend the General Meeting of Shareholders, should present themselves at the reception, bringing proof of identity; bearer Shareholder wishing to attend the General Meeting of Shareholders should present themselves at the General Meeting of Shareholders, bringing proof of identity and a shareholding certificate issued by their financial intermediary demonstrating their standing as Shareholder at zero hour Paris time on 22 May 2017 (1) CACEIS Corporate Trust Investor Relations Crédit Agricole S.A. 14, rue Rouget-de-Lisle Issy-les-Moulineaux Cedex 9. 4 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

7 HOW TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS Practical recommendations Revoking proxies A Shareholder may revoke his or her proxy using the same method as for its appointment, notifying CACEIS Corporate Trust accordingly. To appoint a new proxy, Shareholders: if Shareholders have chosen a paper form: ask CACEIS Corporate Trust (if you are a Registered Shareholder or unitholder of the FCPE fund Crédit Agricole Classique (1) ) or ask your financial intermediary (if you are a holder of bearer shares) to send you a new proxy voting form that bears the words Change of proxy. The form must be received by CACEIS Corporate Trust no later than 21 May 2017; if Shareholders have chosen to use the website: change your online choice at the latest by 23 May 2017 at 3:00 p.m. Paris time. Practical recommendations: Practical recommendations: Bearer Shareholders or FCPE unitholders, please bring your admission card and an identity document so that you can sign the attendance form. In order to ensure that vote counting happens properly and quorum is achieved, attendance forms will be available for signing only until 11:30 a.m. Directions C.I.C. DE TOURS To follow the General Meeting of Shareholders directly on the Internet, go to OPT FOR E-NOTICE OF THE GENERAL MEETING OF SHAREHOLDERS AND PLANT A TREE. Crédit Agricole is one of the major partners in Reforest Action, with which it has joined, along with its subsidiary CACEIS, to see that every electronic Meeting Notice packet results in one tree being planted. In 2017, thanks to the Shareholders who selected e-notices in 2016, there were 6,000 trees were planted in Jazeneuil, a town in the Vienne, to restock a forest damaged by the storm of December Besides the environmental benefits, this action adds a boost to local employment. You, too, can join the 23,000 Shareholders and unit holders in the Crédit Agricole Classique UCITS who have chosen to receive e-notices to the General Meeting of Shareholders. Just go online at / and help preserve the biodiversity of our forests. (1) CACEIS Corporate Trust Investor Relations Crédit Agricole S.A. 14, rue Rouget-de-Lisle Issy-les-Moulineaux Cedex 9. CRÉDIT AGRICOLE S.A. MEETING NOTICE

8 CRÉDIT AGRICOLE GROUP PROFILE A WHOLE BANK JUST FOR YOU Thanks to its universal customer-focused banking model based on close cooperation between its retail banks and its specialised business lines reaffirmed by its new A Whole Bank Just For You brand signature, Crédit Agricole helps its customers to realise all their personal and business projects. It does so by offering them an extensive range of services consisting of day-to-day banking, loans, savings products, insurance, asset management, real estate, leasing and factoring, corporate and investment banking, issuer and investor services. Serving 52 million customers (1) worldwide, it also stands out on account of its distribution model, multi-channel customer-focused banking, and the efforts of its 138,000 employees, who make Crédit Agricole the Customer Relationship-based bank. Built on its strong cooperative and mutual foundations and led by its 9.3 million mutual Shareholders and almost 31,000 directors of its Local and Regional Banks, Crédit Agricole s organisational model gives it stability and staying power. It also draws its strength from its values of transparency, customer focus, accountability and openness to the world and from local communities, which it has cultivated over 120 years. Crédit Agricole s Corporate Social Responsibility policy lies at the heart of its identity as a helpful and responsive bank over the long term. It is reflected in its products and services and informs the actions of all its business lines. It is a key factor contributing to overall performance and a powerful innovation driver. Crédit Agricole Group extends its leadership year after year. It is the number one provider of financing to the French economy (2) and the number one insurer in France (3). It is also the first bancassurer in Europe (4), the first European asset manager (5) and the world s second-largest provider of green financing (6). A presence in 50 countries 138,000 employees in France and abroad 52 million customers worldwide No. 1 bancassurer in Europe No. 1 European asset manager No. 2 The world s secondlargest provider of green financing Top 3 in consumer finance in Europe (1) Scope of French and international retail banking, Crédit Agricole Consumer Finance and Crédit Agricole Bank Polska consumer finance customers. (2) Based on the value of outstanding deposits and loans as of 31/12/2016 (source: Bank, French retail banking). (3) In terms of premium income. Sources: l Argus de l assurance published on the 16 December 2016 and La Tribune de l assurance published on the 16 November (4) In terms of premium income. Source: l Argus de l assurance published on the 16 December 2016, data at end (5) No. 1 of all management companies who have their main Office in Europe (Source: IPE Top 400 Asset managers published in June 2016, based on assets under management at December 2015). (6) Source: Crédit Agricole. 6 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

9 CRÉDIT AGRICOLE GROUP PROFILE Group organisation GROUP ORGANISATION The Crédit Agricole Group includes Crédit Agricole S.A., all the Regional Banks and Local Banks and their subsidiaries. 9.3 million mutual shareholders 2,471 Local Banks Fédération Nationale du Crédit Agricole Float 39 Regional Banks 30.0% Institutional investors 4.6% Employees (FCPE) 100% 100% 25% 8.7% Individual shareholders 0.1% Treasury shares SAS Rue La Boétie Sacam Mutualisation 43,4 % 56.6 % Asset gathering Retail Banking Specialised financial services Large customers International retail banking: Crédit Agricole Italy Crédit Agricole Poland Crédit du Maroc Crédit Agricole Egypt Crédit Agricole Ukraine Crédit Agricole Serbia Specialised businesses and subsidiaries: Capital link Political link CRÉDIT AGRICOLE S.A. MEETING NOTICE

10 CRÉDIT AGRICOLE GROUP PROFILE Medium-term plan: Strategic Ambition 2020 MEDIUM-TERM PLAN: STRATEGIC AMBITION 2020 On 9 March 2016, Crédit Agricole Group unveiled its Medium-Term Plan, Strategic Ambition 2020, which builds on its leadership in retail banking and its specialised business lines as well as its ability to deliver results in line with commitments in an environment of lasting economic, regulatory and banking change. Our strengths In France, Crédit Agricole remains leader in all customer segments and its various brands Regional Banks, LCL and BforBank have differentiated, complementary market positions. In Italy, Cariparma operates in the most prosperous regions and is among the best rated banks by Moody s. Amundi is the No. 1 asset manager in Europe and Crédit Agricole Assurance is the No. 1 bancassurer. Crédit Agricole Corporate and Investment Bank is ranked global leader in aircraft finance and the green bond market. United by internal solidarity mechanisms, its distribution model and operational resource sharing, Crédit Agricole Group is reaffirming its Universal Customer-focused Banking model. The plan is built on the Group s performance over the past few years steady growth in lending and on-balance sheet deposits of more than 2% (1) a year from 2013 to 2015, and strong business momentum in savings and insurance with a CAGR of 10% over the same period. The plan s strategic ambition The plan is based around four priorities: simplifying the Group s capital structure, rolling out our customer project, strengthening our growth momentum in our core business lines and improving our industrial efficiency. The simplification of the Group s capital structure, known as the Eureka operation, was announced in February 2016 and carried out in the third quarter 2016, illustrating the Group s ability to conduct major transactions within a short timeframe. It consisted in transferring the 25% interest without voting rights in the Regional Banks held by Crédit Agricole S.A. since its IPO via CCIs/ CCAs to a wholly owned entity, Sacam Mutualisation. The new arrangement allows the Regional Banks to retain and pool around 25% of their results at a final sale price of 18.5 billion. It allows Crédit Agricole S.A. to report capital adequacy ratios above the regulatory requirements and gives Shareholders greater visibility on dividend policy over the duration of the Medium-Term Plan. The accounting impacts of this transaction were cancelled or offset at Crédit Agricole Group level, but were significant in the 2016 financial statements of both Crédit Agricole S.A. and the Regional Banks. The breakdown of Crédit Agricole S.A. s revenues will not change (as the Regional Banks were equity-accounted), but the breakdown of earnings will change, with retail banking activities continuing to represent a large share, a slight increase in the contribution from Corporate and investment banking (25%, vs. 20% previously) as well as an increase in the contribution of Asset gathering. Our Plan is supported by our robust Universal Customer-focused Banking model, a source of value for our customers. The aim is to roll out our Customer Project and enhance our digital transformation to serve our customers by strengthening our distribution model. The latter combines multi-channel with local service thanks to the digital transformation of all our business lines. It also combines the ease and flexibility of digital sought by customers with the added value of tailored advice. The strengthening of the Group s growth momentum on its core business will be driven by several priorities: improving our positions in Retail banking, Asset gathering, Specialised financial services and Large customers, stepping up the digital transformation while controlling our cost base, and developing intragroup synergies. In Retail banking, customer gains, continued customers equipment in synergy with specialised businesses, the digital transformation and cost control will lead to improved profitability for both LCL and Cariparma. Asset gathering will contribute about 45% of Crédit Agricole S.A. s business line revenue growth. After several years under severe constraint, Specialised financial services will embark on selective growth, which, coupled with a reduced cost base, will improve profitability. The new Large customers division comprising Corporate and investment banking and Asset servicing will bring additional synergies. All in all, growth in intragroup synergies should generate 8.8 billion of revenues in 2019 (vs. 7.8 billion in 2015), including 6.0 billion for Crédit Agricole S.A. (vs. 5.3 billion in 2015). By 2019, synergies will represent more than 25% of Crédit Agricole Group s business line revenues through, for example, growth in off-balance sheet customer asset inflows in the mass affluent segment, consumer finance loans distributed by the retail banks in conjunction with Crédit Agricole Consumer Finance and cross selling between Crédit Agricole CIB and CACEIS. Improving operational efficiency will enable to decrease Crédit Agricole S.A. s cost/income ratio by 6 percentage points and bring it below 60% by 2019, which represents 900 million of savings over a three-year period. Convergence of IT programmes between the Regional Banks and LCL, and between Crédit Agricole S.A. and Crédit Agricole CIB, is now facilitated by the new Group Chief Information Officer. Improving monitoring of purchasing commitments, reducing external expenses and pooling purchases will contribute to achieving these targets. Other operational efficiency drivers have been identified, including a continued reduction in back office and customer-facing staff in the branch network under the plan validated in LCL in 2015, process dematerialisation and digitalisation, and optimisation of real estate costs. Financial and prudential planning Our Plan is based on prudent assumptions. We are forecasting moderate growth in the Eurozone and our two main domestic markets, France and Italy, and lastingly low 3-month Euribor and 10-year OAT yields. (1) Regional Banks, LCL and Cariparma. 8 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

11 CRÉDIT AGRICOLE GROUP PROFILE Medium-term plan: Strategic Ambition 2020 Crédit Agricole Group Of which Crédit Agricole S.A. As of 31 Dec targets As of 31 Dec targets Business Revenues CAGR (1) 31,836m > +1.5% 17,194m > +2.5% Cost/income ratio 63% < 60% 66% < 60% Cost of risk/outstandings 30bp (2) < 35bp 41bp < 50bp Profitability Net income Group share 6.0bn > 7.2bn 3.5bn > 4.2bn Return on Tangible Equity (RoTE) % > 10% Solvency Fully-loaded Common Equity Tier 1 ratio 13.7% 16% 10.7% 11% TLAC (3) ratio excl. eligible senior debt 19.7% 22% (1) Compound annual growth rate vs restated for the Group s simplification operation. (2) Basis points. (3) Total Loss-Absorbing Capacity. These targets will be achieved through: balanced revenue growth in the various business divisions (see below for details); cost control in each business line: growth in costs will be lower than revenue growth; cost cutting efforts will finance the 4.4 billion of investment planned for Crédit Agricole S.A. s business lines; return to a normalised loses contribution from the Corporate Centre. It will be reduced to about 700 million a year thanks to the capital simplification transaction, gradual decrease in funding costs allocated to equity stakes and limited cost of the Total Loss-Absorbing Capacity ratio (TLAC) convergence. As regards solvency, projections are based on: a 50% full cash dividend payout for Crédit Agricole S.A.; risk-weighting of Crédit Agricole Assurances capital and reserves at 370%; Switch 2 guarantee between the Regional Banks and Crédit Agricole S.A., eliminated at Crédit Agricole Group level. At Group level, the fully-loaded CET1 target of 16% will be achieved through organic generation of capital in the Regional Banks. For Crédit Agricole S.A., the fully-loaded ratio will remain above 11% throughout the term of the plan, thanks mainly to limited growth in risk-weighted assets. Capital adequacy path The Crédit Agricole Group aims to remain among the strongest banks in Europe in terms of capital adequacy FULLY-LOADED COMMON EQUITY TIER 1 RATIO 31/12/2015 Target for 31/12/2019 Crédit Agricole Group 13.70% 16% Crédit Agricole S.A. 10.7% (1) 11% (1) Pro forma calculations of the capital simplification operation. The Crédit Agricole Group s capital structure has already been adapted to the future requirements of the TLAC ratio, without taking into account eligible senior debt, which is an additional buffer of 2.5% to 3.5%. In fact, at end-december 2015, the TLAC ratio was 19.7%, above the 19.5% requirement at end The Group is aiming for a ratio of 22.0% excluding eligible preferred senior debt at 31 December 2019, without having to issue further AT1 bonds. For the MREL ratio, the Group has committed to a ratio sustainably above 8% (1) excluding preferred senior debt. At 31 December 2015, it was already 8.2%, excluding potentially eligible senior debt maturing in over a year. (1) Minimum level of access to the Resolution Fund subject to the approval of the Resolution Authority. CRÉDIT AGRICOLE S.A. MEETING NOTICE

12 ABOUT CRÉDIT AGRICOLE S.A. OUR UNIVERSAL BANKING MODEL OUR UNIQUE MODEL AS A UNIVERSAL CUSTOMER-FOCUSED BANK SIMPLIFICATION OF THE GROUP S CAPITAL STRUCTURE In 2016, the Crédit Agricole Group simplified its capital structure. At the time of its IPO, in 2001, in order to list on the market an entity that could reflect the French retail banking activity exercised by the Regional Banks, Crédit Agricole S.A. had acquired cooperative investment certificates (certificats coopératifs d investissement t CCI) and cooperative associate certificates (certificats coopératifs d associé CCA), representing 25% of the capital of each Regional Bank, at a time when the Regional Banks were the majority Shareholder of Crédit Agricole S.A. The transaction announced at the beginning of 2016 put an end to Crédit Agricole S.A. s ownership of 25% of the capital of each Regional Bank by transferring the CCIs and CCAs held by Crédit Agricole S.A. to a new company, Sacam Mutualisation, owned by the Regional Banks. Validated by the Boards of Directors of the Regional Banks and of Crédit Agricole S.A., this 18.5 billion intragroup reclassification was carried out in the summer of The transaction clarifies the ties between Crédit Agricole S.A. and the Regional Banks. It improves the quantity and quality of the capital of Crédit Agricole S.A. (immediate achievement of the 2016 Medium-term Plan target CET1 ratio of 11%), and allows it to offer Shareholder s a full cash dividend as of the end of This transaction allows the Regional Banks to pool their results to a greater extent, and to take advantage of the value they create. Members and holders of CCIs/CCAs will see the cooperative model, from which they benefit, reinforced. The transaction is also consistent with the expectations of the banking supervisor. A UNIQUE UNIVERSAL CUSTOMER-FOCUSED BANKING MODEL The Regional Banks, France s leading retail banking network, will nevertheless continue to play a central role within the Group and in the strategy it implements. They form the core of the universal customer-focused banking model, which is based on recognised know-how in the distribution of all the financial products and services developed by specialised business lines to all types of customers in the Group s retail banking operations in France and internationally. This model underscores Crédit Agricole Group s commitment to serving all of its customers and to covering the full breadth of their financial and wealth management needs, namely: payment instruments, insurance, savings management, financing, real estate and international support. All of these services and skills are offered in a close relationship based on the Group s local banks in France (Regional Banks, LCL) and internationally (Crédit Agricole Cariparma, CA Bank Polska, Crédit du Maroc, CA Egypt, CA Ukraine and CA Serbia). The contacts maintained by employees and elected representatives of Local and Regional Banks in the field ensure good knowledge of customers and their problems throughout their lives. This understanding of the expectations and needs of customers, together with the size of the Group s networks, enable Crédit Agricole S.A. s specialised business lines to constantly improve their offerings and their competitiveness. With its specialised subsidiaries (insurance, asset management, real estate, wealth management, corporate and investment banking, financial services for institutional investors, specialised financial services, payment instruments), the Group can offer comprehensive and customised solutions to all its customers, in good times and bad times, within the framework of an enduring relationship. The increase in customer take-up is both a means of encouraging loyalty and a vector for revenue growth, through the synergies developed between retail banking and the specialised business lines. Crédit Agricole Group s new medium-term strategic plan, Strategic Ambition 2020, drawn up jointly by the Regional Banks and Crédit Agricole S.A. and unveiled in March 2016, has reinforced the implementation of this model. ACTIVITIES AND ORGANISATION OF THE REGIONAL BANKS The Crédit Agricole Regional Banks are co-operative entities and fully fledged banks that have a leading position in all their retail banking markets in France. With 21 million individual customers, the Regional Banks account for 23.3% of the household bank deposit market (source: Banque de France, September 2016). They are leaders in the agricultural (83% share; source: Adéquation 2016), professional (34%; source: Pépites CSA ) and business (36%; source: TNS-Sofres 2015) markets. The marketing of products and services to cover the financial and wealth management needs of their customers is based on a network of over 7,000 branches, about 6,000 in-store servicing points installed at small retailers and a full range of remote banking services. 10 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

13 ABOUT CRÉDIT AGRICOLE S.A. CSR is the cornerstone of our business CSR IS THE CORNERSTONE OF OUR BUSINESS CSR IS THE CORNERSTONE OF ALL OUR BUSINESS LINES The Executive Management has made the development of corporate social responsibility (CSR) a strategic priority for Crédit Agricole S.A. The aim is to carry out its banking and insurance activities responsibly and effectively as regards its stakeholders, and to assume its role as the leading financial partner of the French economy and its regions. CSR has been one of the Group s strategic challenges since the 2010 Group Project. This importance was reaffirmed with the launch of its Medium-Term Plan, Strategic Ambition 2020, in March Established and shared within the decision-making bodies, the CSR policy was formalised in 2014, around three ambitions and ten lines of action. This policy was refined in 2015 following consultation with employees and external stakeholders to reconsider its key challenges. The Group thereby ensures that its strategic decisions are in line with the expectations of stakeholders. Action plans were drawn up in 2016 for the top priority issues. CSR POLICY: 3 OBJECTIVES, 10 PRIORITIES Objective n o. 1 Supporting regions in addressing their sustainable development challenges Objective n o. 2 Striving for excellence in relation with our customers, with our employees and in our operations Objective n o. 3 Managing all risks, including extra-financial ones Listen to our internal and external stakeholders, understand and take into consideration the economic, social and environmental issues that have influence on them. Offer, in all our business lines, innovative products and services that respond to the main sustainable development challenges faced by our customers and partners. Respond to the societal challenges identified in Crédit Agricole s four fields of excellence, i.e. agriculture and food processing, housing, health and ageing of the population, energy savings and environment Aim to build lasting relationships with our customers, by protecting their interests and ensuring the accessibility of our offerings. Be a responsible employer, fostering the development and employability of our employees, guaranteeing equal treatment for all, promoting diversity, improving quality of life at work and encouraging social dialogue. Limit and reduce our direct environmental impact, with particular focus on energy, paper and waste. Consider social and environmental factors in our purchasing procedures and relationships with suppliers and sub-contractors Respecting ethics in our business and in banking and financial transactions. Reinforce the inclusion of environmental, social and governance issues right from the design stage of our products and services. Continue to formalise and guarantee compliance with sector-specific policies which guide our actions and behaviour and affirm our exacting standards as a responsible financial partner and investor in certain sensitive or complex business sectors. PRESENCE IN THE CSR INDEXES CRÉDIT AGRICOLE S.A. MEETING NOTICE

14 ABOUT CRÉDIT AGRICOLE S.A. The business lines of Crédit Agricole S.A. at 1 january 2017 THE BUSINESS LINES OF C RÉDIT A GRICOLE S.A. A T 1 JANUARY 2017 Asset gathering Retail banking >>> Insurance MISSION: as the largest insurer in France (1), Crédit Agricole Assurances builds on its pioneer spirit and expertise to provide its customers with tailored solutions that adapt to their current and future needs in terms of health, retirement, death & disability and long-term care risks. OUR OFFERING: a full and competitive range, tailored to customers needs in terms of savings/retirement, death & disability/creditor/group and property & casualty insurance, backed by the efficiency of one of the largest banking networks in Europe. >>> LCL MISSION: a French retail banking network with a strong presence in urban areas, LCL provides banking and insurance solutions tailored to the needs of its customers: individual customers, small businesses, SMEs, high net worth customers and private banking. OUR OFFERING: a full range of banking, insurance, asset and wealth management and payment management products and services. A truly Local Bank thanks to its presence throughout France. Reinforced access its services: customer relationship centres, Internet, tablet and mobile apps. KEY FIGURES: KEY FIGURES: Gross revenues 30.8 billion Assets under management Savings/retirement: billion No. 1 insurance group in France (1) Loans outstanding 103 billion (including 65.9 billion in home loans) Total deposits 179 billion 6 million individual customers >>> Asset management MISSION: Amundi is its customers trusted partner, developing tailormade investment solutions for its 100 million individual customers and designing made-to-measure, innovative, high performance products for its 1,000 institutional customers. OUR OFFERING: with operations in more than 30 countries, Amundi offers a full range of products covering all asset classes: active management (equities, bonds and diversified portfolios), passive management (ETFs, index-linked and Smart Beta), real and alternative asset management (property, private debt, infrastructures and private equity) and also cash and structured products. >>> International retail banking MISSION: Crédit Agricole s international retail banks are primarily located in Europe (Italy, Poland, Serbia, Romania, Ukraine), and in selected countries of the Mediterranean basin (Morocco, Egypt), where they serve individual and corporate customers (SMEs and large corporates), mainly in the agriculture and food processing sector. OUR OFFERING: Crédit Agricole s International retail banks provide through their branches and online, a tailored range of banking products (payment instruments, loans, saving products) and insurance, particularly jointly with the Group s other business lines (CAA, Amundi, CAL&F, CACIB etc.). KEY FIGURES: Assets under management: 1,083 billion N 0. 1 European asset management company (2) Presence in more than 30 countries KEY FIGURES: Loans outstanding 44.6 billion On-balance sheet deposits 45.3 billion 70,000 agricultural and food processing customers >>> Wealth management MISSION: Indosuez Wealth Management comprises Crédit Agricole Group s wealth management activities in Europe (without LCL), the Middle East, Asia-Pacific and the Americas. Renowned for both its human and resolutely international dimension, it has a presence in 14 countries worldwide. OUR OFFERING: we offer a tailored approach allowing individual customers to manage, protect and transfer their assets in a manner which best fits their aspirations. Embracing a global vision, our teams offer expert advice and first class services. KEY FIGURES: Assets under management (3) 110 billion 2,800 employees Presence in 14 countries (1) Source: L Argus de l assurance (16 December 2016) and La Tribune de l assurance (16 November 2016). (2) Source: No. 1 in terms of assets under management of all management companies who have their main registered office in mainland Europe Source IPE Top 400 asset managers published in June 2016 based on assets under management as at December (3) Without LCL Private Banking and without Regional Banks and private banking activities within international retail banking. 12 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

15 ABOUT CRÉDIT AGRICOLE S.A. The business lines of Crédit Agricole S.A. at 1 january 2017 Specialised financial services >>> Consumer finance MISSION: a key player in consumer finance in Europe, Crédit Agricole Consumer Finance offers its customers and partners a range of flexible, responsible solutions, tailored to their needs. Customer satisfaction is a strategic priority, particularly through investment in digital. OUR OFFERING: a full and multi-channel range of financing and insurance solutions and services available online, in CACF branches, in the banks with which it works and at its distribution and automotive partners. KEY FIGURES: O utstandings managed 77.2 billion >>> Leasing and factoring including Presence in 15.7 billion for the Group s retail banks 21 countries MISSION: CAL&F provides solutions for businesses of all sizes for their investment plans and the management of their trade receivables, through its offering of lease financing and factoring services in France and Europe. OUR OFFERING: in lease financing, CAL&F offers financing solutions to meet property and equipment investment and renewal requirements. In factoring, CAL&F provides trade receivable financing and management solutions for corporates, both for their day-to-day operations and for their expansion plans. KEY FIGURES: O utstandings under management 20.1 billion (of which 22% abroad) 16.9% (1) Factoring market share 11.8% (1) Property lease financing market share Large customers >>> Corporate and investment banking MISSION: Crédit Agricole CIB is Crédit Agricole Group s corporate and investment bank, serving corporates and financial institutions, in France and internationally, thanks to its network in the main countries of Europe, the Americas, Asia-Pacific and the Middle East. OUR OFFERING: products and services in investment banking, structured finance, international trade finance and commercial banking, capital market activities and syndication, and its known worldwide green finance expertise. KEY FIGURES: N 0. 1 bookrunner - aircraft financing worldwide (Air Finance) >>> Asset servicing 1/3 of all issues of Green, Social and Sustainability Bonds worldwide are structured by CACIB (Company source) Presence in 32 countries MISSION: CACEIS, a specialist back-office banking group, supports management companies, institutional investors, banks, sovereign asset funds, brokers and companies in the execution of their orders, including custody and management of their financial and physical assets. OUR OFFERING: asset servicing solutions throughout the full life cycle of investment products and for all asset classes: execution, clearing, custody, fund administration, middle-office solutions, forex, stock lending and borrowing, fund distribution support and services to issuers. KEY FIGURES: A ssets under administration 1,568 billion A ssets under custody 2,522 billion A ssets deposited 964 billion (1) End of September Specialised businesses and subsidiaries Crédit Agricole Immobilier 833 million annual fees 1,832 homes sold 3.2 million sq. m. under management at end-2016 Crédit Agricole Capital Investissement & Finance (Idia CI, Sodica CF) 1.3 billion assets under management 16 transactions completed Payment Systems & Services Leader in France with 30% of the payments market 9.9 billion transactions processed in 2016 Uni-Éditions 11 magazines, 10 million readers (1) Number 1 family, healthcare and art of living magazine publisher (1) (1) Source: Office de Justification de la Diffusion, OJD, January CRÉDIT AGRICOLE S.A. MEETING NOTICE

16 ABOUT CRÉDIT AGRICOLE S.A. Growth in net income, positive indicators GROWTH IN NET INCOME, POSITIVE INDICATORS SIMPLIFIED GROUP STRUCTURE: A BALANCED BUSINESS MIX 17% Retail banking 40% Asset gathering 14% Specialised financial services 29% Large customers Strengthened financial solidity, increase of 140 basis points in the fully-loaded CET1 ratio 10.7% % 2016 IMPROVED UNDERLYING RESULTS AND OPERATIONAL EFFICIENCY Increase in gross operating income Rise in Net Income Group share 5.1 bn ,2% 5.8 bn bn + 22,8% bn Underlying cost/income ratio improved by 2.8 points % % 14 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

17 ABOUT CRÉDIT AGRICOLE S.A. A strengthened regulatory context, an effective control of risks A STRENGTHENED REGULATORY CONTEXT, AN EFFECTIVE CONTROL OF RISKS SOLVENCY RATIO Phased CET1 ratio 12.1% Non-phased CET1 ratio 12.1% Financial conglomerate ratio Leverage ratio 5.0% TLAC 20.3% excluding senior preferred debt 100% required211% RISK-WEIGHTED ASSETS Breakdown by risk type Breakdown by business line 87.0% Credit risk 9.1% Operational risk 2.6% Market risk 1.3% Credit valuation adjustment risk 26.6% Retail banking 7.7% Asset gathering 45.4% Large customers 20.3% Specialised financial services CRÉDIT AGRICOLE S.A. MEETING NOTICE

18 ABOUT CRÉDIT AGRICOLE S.A. Medium-term plan: Strategic Ambition 2020 SUMMARY OF CRÉDIT AGRICOLE S.A. S ACTIVITY IN 2016 CRÉDIT AGRICOLE S.A. OPERATIONS AND CONSOLIDATED RESULTS 2015 income statement data are presented on a pro forma basis: transfer of CACEIS from Asset gathering to Large customers, transfer of Insurance Switch from the Corporate Centre to Insurance and reclassification of the contribution of the Regional Banks under IFRS 5 (registered in net income from discontinued or held-for-sale operations ). Within Crédit Agricole S.A., Retail banking covers only LCL and International retail banking. Moreover, as the amounts contained in the tables and comments below do not take into account the effects of rounding up or down, they may differ slightly from the amounts provided in the financial statements. (in millions of euros) 2016 stated 2015 stated Δ 2016/2015 stated 2016 underlying 2015 underlying Δ 2016/2015 underlying Revenues 16,855 17,194 (2.0%) 17,425 16, % Operating expenses (11,695) (11,583) +1.0% (11,603) (11,583) +0.2% Gross operating income 5,160 5,611 (8.0%) 5,822 5, % Cost of credit risk (1,687) (1,793) (5.9%) (1,687) (1,793) (5.9%) Cost of legal risk (100) (500) (80.0%) (100) - n.m. Equity-accounted entities % % Other gain or losses (52) 38 n.m. (52) 38 n.m. Change in value of goodwill (491) - n.m. - - n.m. Pre-tax income 3,348 3,811 (12.1%) 4,502 3, % Tax (695) (898) (22.6%) (960) (767) +25.3% Net income from discontinued or held-for-sale operations 1,303 1, % 31 (20) n.m. Net income 3,956 3,971 (0.4%) 3,572 3, % Minority interests (8.7%) (5.2%) NET INCOME GROUP SHARE 3,541 3, % 3,137 2, % Crédit Agricole S.A. s net income Group share totalled 3,541 million in In addition to the usual accounting elements such as the issuer spread (- 85 million impact on net income Group share), debit valuation adjustments (- 25 million) and loan hedges (- 16 million), significant specific items affected the 2016 financial year: the non-recurring impacts related to the simplification of the Group s capital structure, known as the Eureka operation: the gain on disposal of 1,254 million (net of transaction fees and after tax expense) and dividends from the Regional Banks recorded by the Corporate Centre in 2016 in the amount of 285 million; expenses related to adjustments to refinancing costs at Crédit Agricole S.A. and LCL, i.e million (in the first quarter of 2016) and million (third quarter) after tax respectively; the capital gain of 327 million made on the disposal of Visa securities in the second quarter; provisions recorded for the restructuring of the LCL and Cariparma group networks, i.e million (in the third quarter) and - 25 million (fourth quarter) respectively in net income Group share; impairment of the goodwill recognised on the LCL group, explained in the press release issued on 20 January 2017, i.e. a negative impact of million for the Crédit Agricole S.A. Group, which is not tax deductible; an expense of million (in net income Group share) relating to the adjustment of deferred tax assets and liabilities: the 2017 Budget has reduced the standard rate of corporate income tax in France from 34.4% to 28.9% from 2020, which requires deferred tax assets and liabilities maturing in or after that year to be revalued starting in Excluding these specific items, underlying net income Group share was 3,137 million in 2016, an increase of +22.8% compared with At end-december 2016, Crédit Agricole S.A. s solvency was further strengthened: the fully-loaded Common Equity Tier 1 ratio stood at 12.1%, an improvement of +140 basis points compared with end-december 2015 and +10 basis points compared with end-september The improvement in 2016 excluding Eureka stemmed chiefly from the inclusion in the calculation of net income Group share after prudential adjustments (+85 basis points), Eureka operation for +72 basis points and the capital increase reserved for employees (+8 basis points), offset by the change in unrealised gains on available-for-sale financial assets (-16 basis points) and in return, the distribution of the dividend and AT1 coupons (-61 basis points). Risk-weighted assets remained stable over the year at 301 billion. The phased-in total capital ratio stood at 20.1% at 31 December 2016, up +80 basis points compared with Lastly, Crédit Agricole S.A. s phased-in leverage ratio under the Delegated Act adopted by the European Commission was 5.0% (1) at end-december (1) As defined in the Delegated Act. Subject to ECB authorisation, assumption of exemption of intragroup transactions for Crédit Agricole S.A. (with an impact of +130 basis points) and non-exemption of exposures related to the centralisation of CDC deposits, according to our understanding of information obtained from the ECB. 16 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

19 ABOUT CRÉDIT AGRICOLE S.A. Information on Crédit Agricole S.A. s (parent company) financial statements The LCR ratio of Crédit Agricole S.A. continued to exceed 110% at end-december At 31 December 2016, Crédit Agricole S.A. had completed 108% of its 14 billion medium-to long-term market funding programme (senior and subordinated debt). It had raised the equivalent of 12.2 billion euros of preferred senior debt and 2.9 billion euros of subordinated and senior non-preferred debt. INFORMATION ON CRÉDIT AGRICOLE S.A. S (PARENT COMPANY) FINANCIAL STATEMENTS ANALYSIS OF CRÉDIT AGRICOLE S.A. (PARENT COMPANY) RESULTS At 31 December 2016, Crédit Agricole S.A. revenues stood at 1,334 million, down by million on This change was attributable to: a million reduction in the interest margin, stemming chiefly from the planned optimisation of the Group s debt, whose cost excluding commissions was 674 million. This expense is reduced by the change in interest income on Additional Tier 1 securities acquired from subsidiaries in the amount of million. Moreover, the unwinding in July 2016 of the Switch mechanism in its component covering the cooperative investment certificates ( CCI ) and the cooperative partner certificates ( CCA ) of the Regional Banks, and the refund of the deposit on this guarantee subsequent to the Group s simplification resulted in a decrease in interest paid in the amount of million between the two periods; a million reduction in income from variable income securities (mainly dividends from subsidiaries and equity investments), explained by the lower dividends from Crédit Agricole CIB and LCL in the amounts of 909 and 359 million respectively, which was not offset by higher dividends from Crédit Agricole Assurances and Crédit Agricole Consumer Finance of and million respectively; a million decrease in net charges on fees and commissions, reflecting lower financial margins for central management of deposits passed on to the Regional Banks (mainly home purchase savings plans, passbook savings accounts-livret A); a million increase in earnings on the trading book related primarily to exchange gains in the amount of million generated by the foreign exchange positions of AT1 securities issued in foreign currency; a million reduction in investment portfolios and equivalent related to a more significant level of capital gains on disposal in 2015 than in 2016 (in particular following the disposals of Crédit Agricole Assurances Subordinated Securities in the amount of million and compensation of million received from Alpha Bank in the context of monitoring the adjustment of Emporiki s own funds); lastly, a - 3 million reduction in other revenues. In the year ended 31 December 2016, Crédit Agricole S.A. recognised 746 million in operating expenses, an increase of + 11 million compared with This change was attributable chiefly to the abandonment of an IT project leading to the recognition of writeoff of fixed assets in the amount of + 14 million. As a result of these changes, gross operating income recorded a gain of 575 million at 31 December 2016, down million on The cost of risk was - 16 million in 2016, a decline of million compared with 2015, when a provision for legal risks was taken in the amount of 150 million. Net gains (losses) on fixed assets totalled + 13,074 million in 2016, representing a variation of + 13,881 million year-on-year This increase stemmed chiefly from by the sale of Regional Banks CCIs/CCAs conducted as part of the simplification of the Crédit Agricole Group s capital structure, generating a capital gain of + 12,153 million. Moreover, the gain from the sale of Visa Europe securities conducted in 2016 for million and the reversal of impairment on CA Consumer Finance in the amount of + 1,236 million contributed to the variation observed between the two periods. Tax gains, resulting largely from the tax consolidation mechanism in France, with Crédit Agricole S.A. at the head of the tax group, totalled 213 million in 2016, down - 1,144 million on This decline is attributable chiefly to tax debt recorded in respect of Crédit Agricole CIB in the amount of - 1,076 million following the application of the tax consolidation agreement. The FGBR and regulated provisions fell by - 6 million in Overall, the net income of Crédit Agricole S.A. recorded a gain of 13,819 million at 31 December 2016, compared with a gain of 1,446 million in Adjusted for exceptional transactions in 2016 (simplification operation and optimisation of the Group s debt), Crédit Agricole S.A. s net income was 2,781 million. CRÉDIT AGRICOLE S.A. MEETING NOTICE

20 ABOUT CRÉDIT AGRICOLE S.A. A stable shareholding structure, a balanced distribution policy A STABLE SHAREHOLDING STRUCTURE, A BALANCED DISTRIBUTION POLICY STOCK MARKET Net dividend per share in Payout ratio in % Stock market capitalisation at end bn Net tangible asset value per share at end CRÉDIT AGRICOLE S.A. SHARE Stock market performance THREE-YEAR PERFORMANCE In euros Crédit Agricole S.A. CAC40 Index DJ Stoxx 600 Banks /13 02/14 04/14 06/14 08/14 10/14 12/14 02/15 04/15 06/15 08/15 10/15 12/15 02/16 04/16 06/16 08/16 10/16 12/16 CONSULT the share price LIVE 18 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

21 ABOUT CRÉDIT AGRICOLE S.A. A stable shareholding structure, a balanced distribution policy STOCK MARKET DATA 31/12/ /12/ /12/ /12/ /12/2012 Restated (2) Number of shares in issue (in units, period end) 2,846,104,526 2,639,326,957 2,576,365,774 2,501,589,997 2,498,020,537 Stock market capitalisation (in billions of euros) Earnings Per Share (EPS) (in euros) (2.58) Net Asset Value Per Share (NAVPS) (1) (in euros) 16.8 (3) Price/NAVPS P/E (price/eps) Highest and lowest share prices during the year (in euros) High (during trading day) Low (during trading day) Final (closing price at 31 December) (1) Net assets after deduction of deeply subordinated Additional Tier 1 bond issues, issue expenses net of tax and gross interest paid on these bonds and recognised in equity after dividend to be paid for the year ended. (2) 2012 incorporating a change in the valuation of a limited numbers of complex derivatives and fair value adjustment of securities classified as available-for-sale financial assets. (3) Change in calculation method in 2016: restatement of available-for-sale reserves Group share and goodwill solely attributable to the Group. CHANGE IN SHARE OWNERSHIP OVER THE PAST THREE YEARS The table below shows changes in the ownership of Crédit Agricole S.A. over the past three years: Shareholders Position at 31/12/2016 Position at 31/12/2015 Position at 31/12/2014 Number of shares % of voting rights % of share capital % of share capital % of share capital SAS Rue La Boétie (1) 1,611,969, Treasury shares (2) 2,765, Employee share ownership plans (ESOP) 130,088, Institutional investors 854,483, Individual Shareholders 246,796, TOTAL 2,846,104, (1) SAS Rue La Boétie is wholly-owned by the Crédit Agricole Regional Banks. (2) The treasury shares are directly held as part of share buyback programmes, recognised on Crédit Agricole S.A. s balance sheet, designed to cover stock options and as part of a market-making agreement. The ownership structure changed slightly in 2016 The Regional Banks consolidate their investment in Crédit Agricole S.A. through SAS Rue La Boétie. Jointly and in the long term, they own the majority of the share capital: 56.46% at end- 2014, 56.70% at end-2015 and 56.64% at end The share of institutional investors remained stable year on year, with 30.02% at end-2016 versuss 29.96% a year earlier. The share of individual shareholders has fallen slightly; it represents 8.67% of the share capital, compared with 9.53% at end Overall, the free float was down slightly over the period, at 38.69% versus s 39.49% at end Employee ownership through employee share ownership plans (ESOP) increased in 2016 from 3.66% of the share capital at end-2015 to 4.57% at end-2016, thanks namely to the rights issue reserved for employees completed at the end of the year. CRÉDIT AGRICOLE S.A. MEETING NOTICE

22 CORPORATE GOVERNANCE GOVERNANCE SERVING STRATEGIC ACTION AND RISK MANAGEMENT 2016 was marked by the further impact of the reorganisation that took place last year, and the Board of Directors determination to strengthen oversight and promote strategic debate. A Management Committee with broader membership took the place of the Extended Executive Committee in September The US Risk Management Committee, a sixth Specialised Board Committee, was created at the end of the first half of This Committee was created at the request of the US Federal Reserve, which requires that Crédit Agricole Group implement a risk management framework for its business in the United States. The framework must consider the structure, complexity, risk profile and scope of business and must be consistent with the global risk management policies of the Group. This Committee will hold four meetings a year, one of which will be in the United States. Its task in particular is to periodically review the organisation and scope of consolidated risk management for Group entities in the United States and to submit this for approval by the Board of Directors and, at least once a year, to submit the acceptable level of liquidity risk tolerance, as well as the emergency liquidity financing plan for Group entities in the United States to the Board for approval. On the recommendation of this Committee, the Board approved these regulatory requirements at its meeting of 7 November All of the texts governing the operation of the Board and the Specialised Committees, as well as the Directors Code of Conduct, have been updated, particularly to include recent legal and regulatory provisions. Within this updating process, the Code of Ethics adopted in 2016 by the Crédit Agricole Group has been attached to the Rules of Procedure of the Board of Directors, which now contain an article mandating compliance by administrators with the conditions of this Code of Ethics. The Board paid particular attention to the outcome of the implementation of the Ambition 2020 Strategic Plan, notably during its annual strategic seminar held in January Moreover, in the context of its mission to oversee risk monitoring, the Board has remained very alert to the company s economic, political, regulatory and international environment, which has been the subject of documented debates and discussions with the Executive Management team, especially regarding the consequences of the British referendum on exiting the European Union, the supervisory reforms of the Basel Committee, known as Basel 4, and interest rates, the projections for their evolution and how this will affect the Group s business.. THE BOARD OF DIRECTORS AND SPECIALISED COMMITTEES In keeping with the practices of the Group and regulations in effect, Crédit Agricole S.A. is separating the functions of Chairman of the Board and executive manager. The Chief Executive Officer and the Deputy Chief Executive Officer are not Directors. Crédit Agricole S.A. refers to the AFEP/MEDEF Corporate Governance Code for listed companies, as revised in its latest version published in November Directors are appointed for a term of three years; an individual Director may not serve more than four consecutive terms. The age limit is 65 years (67 years for the Chairman). The composition of the Board (see pages 32-33) reflects the desire to provide Regional Banks, the controlling investors in Crédit Agricole S.A., with majority representation on the Board. The proportion of independent Directors is 33% (excluding three Directors representing employees) i.e. the proportion recommended by the AFEP/MEDEF Code for companies controlled by a majority shareholder. The Board currently includes seven women, a proportion of one-third. Furthermore, François Veverka, whose term of office cannot be renewed, is leaving his position as a Director. It is expected that Catherine Pourre, who is not part of the Group and has been a non- Voting Director since May 2016, will be nominated to join the Board as an independent Director to replace him. This co-option will be put before the General Meeting of Shareholders of 24 May 2017 for ratification. Subject to the approval of the General Meeting of Shareholders of the appointments and renewals that are proposed to it, the Board of Directors of Crédit Agricole S.A. will have eight women elected by the General Meeting, and will be compliant with the new gender parity provisions of the French Commercial Code that came into effect on 1 January 2017, which provide that the percentage of Directors of either gender on a board may not be less than 40%. Six Special Committees support the Board of Directors in preparing its decisions: the Risk Management, Audit, US Risk Management, Strategy and CSR, Compensation, and Appointments and Governance Committees. Committee members are appointed by the Board, on the Chairman s recommendation. Five out of the six Committees are chaired by an independent Director. 20 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

23 CORPORATE GOVERNANCE Activities of the Board and its Committees ACTIVITIES OF THE BOARD AND ITS COMMITTEES The Board held 8 meetings in 2016 and the Specialised Committees, 31. Apart from ongoing changes to governance and the work entailed by this, two major events were key for the Board in 2016: The Eurêka Project to simplify the structure of Crédit Agricole Group and the acquisition by Amundi of Italian asset management company Pionneer. The Board also examined and/or approved tools and mechanisms to manage and control risk, as well as their consistency. This included the Annual Internal Control Report (AICR) and the new instruments implemented in 2016 under the Single Supervisory Mechanism, especially the Risk appetite statement, the ICAAP and ILAAP declarations and the Recovery plan, for which it approved the update. It also paid close attention to the European Banking Authority (EBA) stress tests performed in 2016 and the different missions led within the Group by the ECB and the Control and Audit function. Finally, during the review of compensation for Corporate Officers, after a proposal by the Chairperson of the Compensation Committee, the deliberations of the Board took into account the provisions of the law of 9 December 2016 that gave rise to regulatory changes relating to Say on pay, as presented to the General Meeting of Shareholders of 24 May Bodies Attendance rate Number of meetings in % 8 Risks Committee 100% 6 Audit Committee 100% 6 Joint Risk/Audit Committees 85% 3 US Risks Committee (created in June 2016) 100% 2 Compensation Committee 97% 5 Strategy and CSR Committee 100% 4 Appointments and Governance Committee 97% 5 Board seminar 100% 1 Further information on governance is available in the 2016 Registration Document in the section entitled Corporate governance starting on page 94. PRINCIPLE GROUP RISK MANAGEMENT COMMITTEES BOARD OF DIRECTORS Strategy and CSR Committee Risks Committee United States Risks Committee Audit Committee Compensation Committee Appointments and Governance Committee Informs and consults Authorises, directs and monitors EXECUTIVE COMMITTEE Informs Principal cross-cutting decision-making committees Crédit Agricole Group Risk Management Committee (CRG) Crédit Agricole Group Internal Control Committee (CCIG) Crédit Agricole Group Asset-Liability Management and Capital Liquidity Committee (ALM Committee) Crédit Agricole Group Compliance Management Committee (CMCG) Group Security Committee (CSG) CRÉDIT AGRICOLE S.A. MEETING NOTICE

24 CORPORATE GOVERNANCE Compensation policy COMPENSATION POLICY Flash the QR code with your smartphone TO LEARN ABOUT THE COMPENSATION POLICY Crédit Agricole S.A. has established a responsible compensation policy aimed at rewarding individual and Group performance over time, while reflecting the values of the Group and respecting the interests of all stakeholders, be they employees, customers or shareholders. The aim of the policy is to recognise individual and collective performance over the long term. In line with the specific characteristics of its business lines, legal entities and legislation in local markets, the Group s compensation system aims to offer competitive compensation relative to its benchmark markets to attract and retain the best talents. Compensation is dependent on individual performance, but also the overall performance of the business lines. Lastly, the compensation policy aims to limit excessive risk-taking. COMPENSATION POLICY FOR EXECUTIVE CORPORATE OFFICERS The compensation policy for Executive Corporate Officers of Crédit Agricole S.A. is defined by the Board of Directors on the recommendations of the Compensation Committee and in accordance with the recommendations of the Code of Corporate Governance (AFEP/MEDEF), revised in November The structure and balance of compensation are reviewed annually with recognition of long-term performance as its main objective. The changes are decided in a spirit consistent with the Group s values and promoting collective performance. The level of fixed compensation was decided by the Board of Directors meeting held on 19 May 2015, acting on the recommendation of the Compensation Committee, taking a number of factors into account: the scope of responsibilities of Executive Corporate Officers; practices in the market and compensation packages observed for the same or similar functions in other major listed companies. In 2010, the Board of Directors defined a variable compensation policy for the Chief Executive Officer and the Deputy Chief Executive Officer that is both demanding, aiming to closely align compensation of Executive Corporate Officers with the Group s performance, and innovative, taking sustainable long-term performance into account, in addition to solely short-term financial results. For each Executive Corporate Officer, 50% of annual variable compensation is based on economic criteria, and 50% on noneconomic criteria. This dual approach combines overall performance with a balance of financial results and managerial performance. Furthermore, 60% of the annual variable compensation awarded by the Board of Directors for a financial year is deferred, in the interests of aligning the compensation of Executive Corporate Officers with the Group s long-term performance and to comply with regulations. The breakdown of the variable compensation awarded to Corporate Officers is represented through the diagram below: Summary of the compensation structure for executive Corporate Officers over time Fixed Compensation 2016 Undeferred Portion 30% 10% Mar- 17 Mars Sept Annual Variable Compensation Deffered portion 20% 20% Sept- 18 Sept % Sept- 20 Paid in cash. Subject to meeting performance conditions Paid in instruments linked to the Crédit Agricole S.A. share price after a holding period of six months. Points of attention for the General Meeting of Shareholders of 24 May 2017 Opinion on the compensation due or allocated for 2016 owed to D. Lefebvre, P. Brassac, and X. Musc. (See Resolutions 23 to 25), made up of the elements listed on pages 24 to 27 of this meeting notice. Approval of the principles and criteria for determining, distributing and allocating elements of compensation for 2017 for each Executive Corporate Officer. (See Resolutions 28 to 30), made up of the elements listed on pages 28 to 31 of this meeting notice. 22 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

25 CORPORATE GOVERNANCE Compensation policy COMPENSATION POLICY OF IDENTIFIED STAFF In line with the general principles of the Group s approach to compensation, the policy governing the compensation of executive managers, risk takers and employees in oversight positions is regulated by the provisions of European legislation, namely CRD 4. The identified staff f includes: the main executives of Crédit Agricole S.A. and its main subsidiaries; the main heads of the three control functions; employees who, through their delegation of authority or their commitment capacity, have a material impact on Crédit Agricole S.A. s credit or market risk profile; employees with the highest compensation. The compensation policy of identified stafff is characterised by the following elements: the amounts and distribution of variable compensation must not impair the institutions ability to strengthen their equity as required; for any employee in a credit institution or investment firm, the variable component of their compensation cannot be greater than 100% of the fixed component. However, each year, the General Meeting of Shareholders can approve a higher maximum ratio provided that the overall level of the variable portion does not exceed 200% of the fixed portion of each employee; part of variable compensation is deferred over three years and is acquired in tranches subject to performance conditions; part of variable compensation is paid in Crédit Agricole S.A. shares or instruments linked to the Crédit Agricole S.A. share; vesting of each tranche of variable compensation is followed by a six-month lock-up period. Part of the non-deferred variable compensation is also locked up for six months; payment of guaranteed variable compensation is strictly limited to hiring situations and has a duration of no more than one year. Synthèse de la structure de la rémunération variable du personnel identifié N+1 1/3 Deferred portion SHARES OR SHARE-LINKED INSTRUMENTS 1/3 1/3 N+2 N+3 10% Cash portion indexed to the Crédit Agricole S.A. share price Undeferred portion The deferred portion is acquired in three equal parts in N+1, N+2 and N+3, subject to performance conditions being met. Each instalment is paid in Crédit Agricole S.A. shares or instruments linked to the Crédit Agricole S.A. share, following a 6-month holding period. A part of the non-deferred variable compensation is paid in cash indexed to the Crédit Agricole S.A. share price, amounting to 10% of the total variable, following a 6-month holding period, i.e. in September of year N. The remainder of the non-deferred variable compensation is paid in cash in March of year N. Cash Point of attention for the General Meeting of Shareholders of 24 May 2017 Opinion on the overall amount of compensation paid to identified staff during the 2016 financial year (see the 26 th Resolution); Approval of variable compensation cap (see the 27 th resolution). The items submitted for shareholder vote are detailed in the report of the Board of Directors to the Ordinary and Extraordinary General Meeting of 24 May This report is published on the website of Crédit Agricole S.A. at the following address: CRÉDIT AGRICOLE S.A. MEETING NOTICE

26 CORPORATE GOVERNANCE Compensation policy For more information on the compensation policy, please refer to the Crédit Agricole S.A registration document (Chapter 3 Corporate Governance on pages 150 to 174 of the registration document). The registration document is published on the Crédit Agricole S.A. website at the following address: ITEMS OF COMPENSATION DUE OR AWARDED IN RESPECT OF THE 2016 FINANCIAL YEAR TO EACH EXECUTIVE CORPORATE OFFICER OF THE COMPANY, TO BE VOTED ON BY SHAREHOLDERS In accordance with the recommendations of the AFEP/MEDEF Code, which is Crédit Agricole S.A. s reference Corporate Governance Code, pursuant to Article L of the French Commercial Code, the November 2016 Guide to the application of the AFEP/MEDEF Code, the provisions of law no of 6 August 2015 for growth, activity and equal economic opportunities and Article L of the French Commercial Code relative to entitlement to conditional annual supplementary defined-benefit pension rights, the following items of compensation due or awarded to each Executive Corporate Officer of Crédit Agricole S.A. for the year ended must be submitted to the shareholders for a vote: 3 the fixed portion; 3 the annual variable portion and, where necessary, the multi-annual variable part, together with the targets that contribute to the determination of this variable portion; 3 exceptional compensation; 3 stock options, performance shares and any other long-term compensation; 3 benefits linked to taking up or terminating office; 3 the increase in conditional annual supplementary defined-benefit pension rights mentioned in Article L of the French Social Security Code (Code de la Sécurité Sociale) granted to Corporate Officers of Crédit Agricole S.A; 3 benefits in kind. The General Meeting of Shareholders of 24 May 2017 will be asked to give its opinion on the items of compensation due or awarded to each Executive Corporate Officer of Crédit Agricole S.A. in respect of 2016: Mr Dominique Lefebvre; Mr Philippe Brassac; Mr Xavier Musca. Accordingly, the General Meeting of Shareholders will be asked for its opinion on the following items of compensation due or awarded in respect of the financial year just ended to Mr Dominique Lefebvre, Chairman of the Board of Directors, Mr Philippe Brassac, Chief Executive Officer, and Mr Xavier Musca, Deputy Chief Executive Officer. 24 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

27 CORPORATE GOVERNANCE Compensation policy ITEMS OF COMPENSATION DUE OR AWARDED IN RESPECT OF 2016 TO MR DOMINIQUE LEFEBVRE, CHAIRMAN OF THE BOARD OF DIRECTORS, TO BE VOTED ON BY SHAREHOLDERS 3 Items of compensation due or awarded in respect of the year ended to be voted on by shareholders Amounts Presentation Fixed compensation 520,000 Mr Dominique Lefebvre receives annual fixed compensation of 520,000. This compensation was set by the Board of Directors at its meeting on 4 November 2015 and has not changed since. Non-deferred variable compensation Variable compensation indexed to the Crédit Agricole S.A. share price Deffered aand conditional variable compensation Exceptional compensation Stock options, performance shares or any other long-term compensation Directors fees No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 Mr Dominique Lefebvre is not entitled to any variable compensation. Mr Dominique Lefebvre is not entitled to any variable compensation indexed to the Crédit Agricole S.A. share price. Mr Dominique Lefebvre is not entitled to any deferred and conditional variable compensation. Mr Dominique Lefebvre is not entitled to any exceptional compensation. Mr Dominique Lefebvre is not eligible for stock options or performance shares or any other long-term compensation. Mr Dominique Lefebvre waived receipt of Directors fees paid in respect of offices held in Crédit Agricole Group companies for the duration of his term of office or at the end of his term. Benefits in kind 40,000 The benefits in kind paid consist in a payment in lieu of company housing. 3 Items of compensation due or awarded in respect of the year ended, submitted to the opinion of shareholders and that were voted on by the General Meeting of Shareholders as part of the procedure governing related party agreements and commitments Termination compensation Non-competition compensation Amounts No payment in respect of 2016 No payment in respect of 2016 Presentation Mr Dominique Lefebvre is not entitled to any severance payment. Mr Dominique Lefebvre is not entitled to any non-competition payment. Supplementary pension No payment in respect of 2016 Mr Dominique Lefebvre is not a beneficiary of the supplementary pension scheme in place within the Group. CRÉDIT AGRICOLE S.A. MEETING NOTICE

28 CORPORATE GOVERNANCE Compensation policy ITEMS OF COMPENSATION DUE OR AWARDED IN RESPECT OF 2016 TO MR PHILIPPE BRASSAC, CHIEF EXECUTIVE OFFICER, TO BE VOTED ON BY SHAREHOLDERS 3 Items of compensation due or awarded in respect of the year ended to be voted on by shareholders Amounts Presentation Fixed compensation 900,000 Mr Philippe Brassac receives annual fixed compensation of 900,000. This compensation was set by the Board of Directors at its meeting on 19 May 2015, and has not changed since. Non-deferred variable compensation Variable compensation indexed to the Crédit Agricole S.A. share price Deffered and conditional variable compensation 295,260 At its meeting of 14 February 2017, the Board of Directors, on the recommendation of the Compensation Committee, set the amount of the variable compensation for Mr Philippe Brassac in respect of In view of the achievement of financial and non-financial criteria decided by the Board at its meeting of 16 February 2016, the amount of variable compensation has been determined on the following basis: the financial criteria were 106.5% achieved, reflecting the sound management of expenses and cost of risk for all businesses and the reinforcement of the Group s financial structure, compensating for lower revenues affected by the less favourable market conditions; the Board has calculated that the non-financial criteria defined at the start of the year were 112.5% achieved. This is in view of the favourable reception given to the Medium-Term Plan Strategic Ambition 2020 overseen by the Chief Executive Officer, the implementation of action plans defined as part of the customer project, the Group s digital transformation, and the fulfilment of intragroup synergy objectives giving the Group real momentum. Transformation projects to improve the Group s industrial efficiency were also launched in Lastly, the Group s strength and resilience were further increased thanks to the improved capital position, reflected in the level of Pillar 2 capital required by the ECB, but also through reinforced organisation and management of the Group s control functions. Variable compensation earned by Mr Philippe Brassac in respect of 2016 was set at 985,400, i.e % of his target variable compensation. 30% of the total compensation, i.e. 295,620 will be paid in March ,540 10% of the variable compensation is indexed to the Crédit Agricole S.A. share price and will be paid in September ,240 The deferred component of the variable compensation amounted to 591,240 at the grant date, representing 60% of the total variable compensation awarded in 2017 in respect of This compensation is awarded in instruments linked to Crédit Agricole S.A. shares, the vesting of which is progressively deferred over a period of three years and is conditional on the attainment of three performance targets: the intrinsic financial performance of Crédit Agricole S.A. defined as growth of the operating income of Crédit Agricole S.A. increased by the Group share of equity-accounted net income.; the relative performance of the Crédit Agricole S.A. share compared to a composite index of European banks; the societal performance of Crédit Agricole S.A. measured by the FReD index. Exceptional compensation Stock options, performance shares or any other item of longterm compensation Directors fees No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 Mr Philippe Brassac has received no exceptional compensation in respect of Mr Philippe Brassac was not awarded any stock options or performance shares or any other long-term compensation in respect of Mr Philippe Brassac waived receipt of Directors fees for the duration of his term of office as Director of Group companies. Benefits in kind 78,858 The benefits in kind paid consist of the provision of company housing. 3 Items of compensation due or awarded in respect of the year ended, submitted to the opinion of shareholders and that were voted on by the General Meeting of Shareholders as part of the procedure governing related party agreements and commitments Termination compensation Non-competition compensation Supplementary pension Amounts No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 Presentation Mr Philippe Brassac will be paid compensation in the event that his office is terminated by Crédit Agricole S.A. In accordance with the procedure governing related-party agreements and commitments, this commitment was authorised by the Board on 19 May 2015 and approved by the General Meeting of Shareholders of 19 May In the event of the termination of his position as Chief Executive Officer on whatever grounds, Mr Philippe Brassac may be bound by a non-competition clause for -a period of one year from the date of termination of the office. In accordance with the procedure governing related-party agreements and commitments, this commitment was authorised by the Board on 19 May 2015 and approved by the General Meeting of Shareholders of 19 May As a Corporate Officer of Crédit Agricole S.A., Mr Philippe Brassac continues to be a member of the supplementary pension schemes in place for the Group s Senior Executives, in addition to the collective and mandatory pension and death & disability schemes. These plans are a combination of a defined-contribution plan and supplementary defined-benefit plan. The rights under this plan are calculated after deducting the annuity earned under the definedcontribution plan. The additional annuity paid by these plans will be reduced, where appropriate, so that the annual aggregate annuity taken together with the annuities of all Group defined-contribution schemes and other mandatory schemes does not exceed 16 times the annual Social Security cap as of the date of liquidation. 26 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

29 CORPORATE GOVERNANCE Compensation policy ITEMS OF COMPENSATION DUE OR AWARDED IN RESPECT OF 2016 TO XAVIER MR MUSCA, DEPUTY CHIEF EXECUTIVE OFFICER, TO BE VOTED ON BY SHAREHOLDERS 3 Items of compensation due or awarded in respect of the year ended to be voted on by shareholder s Amounts Presentation Fixed compensation 700,000 On 20 May 2015, Mr Xavier Musca became the second executive Director of Crédit Agricole S.A. At its meeting on 19 May 2015, the Board of Directors therefore increased his fixed compensation to 700,000. It has not changed since. Non-deferred variable compensation 177,630 (amount granted) At its meeting of 14 February 2017, the Board of Directors, on the recommendation of the Compensation Committee, set the amount of the variable compensation of Mr Xavier Musca in respect of his office in In view of the achievement of financial and non-financial criteria decided by the Board at its meeting of 16 February 2016, the amount of variable compensation has been determined on the following basis: The financial criteria were 106.5% achieved, reflecting the sound management of expenses and cost of risk for all businesses and the reinforcement of the Group s financial structure, compensating lower for revenues affected by less favourable market conditions; The Board has calculated that the non-financial criteria defined at the start of the year were 105% achieved. This is in view of the favourable reception given to the Medium-Term Plan Strategic Ambition 2020, and the transformation projects launched in 2016 to improve the Group s industrial efficiency. Lastly, the Group s strength and resilience were further increased thanks to the improved capital position, reflected in the level of Pillar 2 capital required by the ECB, but also through reinforced organisation and management of the Group s control functions. Variable compensation earned by Mr Xavier Musca in respect of 2016 was set at 592,100, 105.7% of his target variable compensation. 30% of the total compensation, i.e. 177,630 will be paid in March Variable compensation indexed to the Crédit Agricole S.A. share price 59,210 (amount granted) 10% of the variable compensation is indexed to the Crédit Agricole S.A. share price and will be paid in September Deffered and conditional variable compensation 355,260 (amount granted) The deferred component of the variable compensation amounted to 355,260, representing 60% of the total variable compensation awarded in 2017 in respect of This compensation is awarded in instruments linked to Crédit Agricole S.A. shares, the vesting of which is progressively deferred over a period of three years and is conditional on the attainment of three performance targets: the intrinsic financial performance of Crédit Agricole S.A. defined as growth of the operating income of Crédit Agricole S.A. increased by the Group share of equity-accounted net income.; the relative performance of the Crédit Agricole S.A. share compared to a composite index of European banks; the societal performance of Crédit Agricole S.A. measured by the FReD index. Exceptional compensation Stock options, performance shares or any other item of longterm compensation Directors fees No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 Mr Xavier Musca received no exceptional compensation in respect of Mr Xavier Musca was not awarded any stock options or performance shares or any other long-term compensation in respect of Mr Xavier Musca waived receipt of directors fees for the duration of his term of office as director of Group companies. Benefits in kind No benefits in kind Mr Xavier Musca did not receive any benefits in kind. 3 Items of compensation due or awarded in respect of the year ended, submitted to the opinion of shareholders and that were voted on by the General Meeting of Shareholders as part of the procedure governing related party agreements and commitments Termination compensation Nom-competition compensation Supplementary pension Amounts No payment in respect of 2016 No payment in respect of 2016 No payment in respect of 2016 Presentation Mr Xavier Musca will be paid compensation in the event that his employment contract is terminated by Crédit Agricole S.A. This commitment was approved by the Board of Directors at its meeting on 19 May 2015, and ratified by the General Meeting of Shareholders on 19 May In the event of the termination of his position as Deputy Chief Executive Officer on whatever grounds, Mr Xavier Musca may be bound by a non-competition clause for a period of one year from the date of termination of the office. This commitment was approved by the Board of Directors at its meeting on 19 May 2015, and ratified by the General Meeting of Shareholders on 19 May Mr Xavier Musca is a beneficiary of the supplementary pension scheme for Senior Executives of Crédit Agricole Group, which supplements the collective and mandatory pension and death & disability schemes. This commitment was approved by the Board of Directors at its meeting on 19 May 2015, and ratified by the General Meeting of Shareholders on 19 May CRÉDIT AGRICOLE S.A. MEETING NOTICE

30 CORPORATE GOVERNANCE Compensation policy Principles and criteria for the calculation, apportionment and award of items of compensation in respect of 2017 to each Executive Corporate Officer of the Company subject to shareholder approval In accordance with law no of 9 December 2016 on transparency, anti-corruption and economic modernisation, the principles and criteria for calculating, apportioning and awarding items of compensation to Executive Corporate Officers of Crédit Agricole S.A. must be submitted to shareholders for approval. The General Meeting of Shareholders of 24 May 2017 is asked to ratify the items of compensation to be awarded in respect of 2017 to each Executive Corporate Officer of Crédit Agricole S.A.: 3 Mr Dominique Lefebvre; 3 Mr Philippe Brassac; 3 Mr Xavier Musca. The items of compensation for the Chairman are decided by the Board of Directors, on the advice and/or recommendations of the Compensation Committee, in accordance with the principles defined by the Crédit Agricole S.A. group compensation policy adopted by the Board of Directors on 14 February 2017 and the statutory and regulatory provisions in force. Principles used to determine the items of compensation of the Chairman of Crédit Agricole S.A. The amount of annual fixed compensation of the Chairman is decided by the Board of Directors acting on the recommendation of the Compensation Committee, taking into account: the scope of responsibilities of Executive Corporate Officers; market practices and compensation packages observed for the same or similar functions in other major listed companies. Every year, the Group commissions specialist firms to assess its policy for the compensation of Executive Corporate Officers against the benchmark of other CAC 40 and financial sector companies to make sure the principles of its policy and compensation levels are consistent and competitive. If a new Chairman is appointed, his or her compensation will be decided by the Board of Directors either in accordance with the principles and criteria approved by the General Meeting of Shareholders, or in accordance with existing practices for the same role, adapted as appropriate when this person exercises new functions or a new appointment without equivalent in respect of the previous year. To ensure that he or she remains independent, the Chairman of the Board of Directors is excluded from any variable compensation scheme, including stock option plans or performance share award plans, existing within Crédit Agricole S.A. APPORTIONMENT AND AWARD CRITERIA FOR ITEMS OF COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Presentation The annual fixed compensation of the Chairman of the Board of Directors has been 520,000 since 4 November There are no plans to change this in Variable compensation Multi-year variable compensation To ensure that he or she remains independent, the Chairman of the Board of Directors is excluded from any variable compensation scheme, including stock option plans or performance share award plans, or any other long-term compensation existing within Crédit Agricole S.A. To ensure that he or she remains independent, the Chairman of the Board of Directors is excluded from any variable compensation scheme, including stock option plans or performance share award plans, or any other long-term compensation existing within Crédit Agricole S.A. Exceptional compensation There are no plans at present to grant the Chairman of the Board of Directors exceptional compensation for Stock options, performance shares or any other long-term compensation Directors fees Benefits in kind To ensure that he or she remains independent, the Chairman of the Board of Directors is excluded from any variable compensation scheme, including stock option plans or performance share award plans, or any other long-term compensation existing within Crédit Agricole S.A. The Chairman of the Board of Directors also waived any Directors fees due in respect of appointments held in Group companies during and at the end of his term of office as Chairman of the Board of Directors. The Chairman of the Board of Directors has the use of company housing by virtue of his appointment which was reclassified as a benefit in kind under current rules. For information, this was valued at 40,000 in As a reminder, under the commitments authorised by the Board of Directors and approved by the General Meeting of Shareholders, the Chairman of the Board of Directors receives neither a severance payment nor non-competition indemnity in the event of termination of his appointment, nor is he or she a member of the supplementary pension scheme in effect within the Group. 28 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

31 CORPORATE GOVERNANCE Compensation policy The items of compensation of Executive Corporate Officers are decided by the Board of Directors on the advice and/or recommendations of the Compensation Committee, in accordance with the principles defined by the Crédit Agricole S.A. group compensation policy (reviewed and adopted by the Board of Directors on 14 February 2017) and the statutory and regulatory provisions in force. Principles used to determine the items of compensation of Executive Corporate Officers of Crédit Agricole S.A. The amount of annual fixed compensation of Executive Corporate Officers is decided by the Board of Directors acting on the recommendation of the Compensation Committee, taking into account: the scope of responsibility of Executive Corporate Officers; market practices and compensation packages observed for the same or similar functions in other major listed companies. Every year, the Group commissions specialist firms to assess its policy for the compensation of Executive Corporate Officers against the benchmark of other CAC 40 and financial sector companies to make sure the principles of its policy and compensation levels are consistent and competitive. If a new Executive Corporate Officer is appointed, his or her compensation will be decided by the Board of Directors either in accordance with the principles and criteria approved by the General Meeting of Shareholders, or in accordance with existing practices for the same role, adapted as appropriate when this person exercises new functions or a new appointment without equivalent in respect of the previous year. The variable compensation policy of Executive Corporate Officers is covered by the policy for Senior Executives of the Crédit Agricole S.A. group. It is mainly aimed at: correlating compensation levels with actual long-term performance; aligning management interests with those of Crédit Agricole S.A. by differentiating between individual and collective targets and between financial and non-financial performance (customer satisfaction, management efficiency and societal impact); attracting, motivating and retaining Senior Executives. Given the nature of their appointment and the responsibilities they assume, Executive Corporate Officers receive variable compensation designed to: align the compensation of Executive Corporate Officers with the Group s performance; take into account aspects of long-term performance beyond purely short-term economic results. In accordance with the principles defined by the compensation policy reviewed and adopted by the Board of Directors in 2017, the Board of Directors defines the criteria for establishing the annual variable compensation of Executive Corporate Officers and their targets. The variable compensation awarded to Executive Corporate Officers is subject to strict rules under current banking regulations. Criteria and conditions for awarding items of variable compensation to Executive Corporate Officers Each year the Board of Directors assesses the performance of Executive Corporate Officers upon the recommendation of the Compensation Committee. This assessment is based on financial and non-financial criteria, each counting towards 50% of the overall performance. The distribution of the different items of variable compensation and the criteria for assessing and awarding these items of compensation are specified below (see tables on page 30 and 31). The payment of items of variable and exceptional compensation awarded to each Executive Corporate Officer concerned for the current financial year (2017) is in any event conditional on approval of those items by the Ordinary General Meeting of Shareholders due to meet in CRÉDIT AGRICOLE S.A. MEETING NOTICE

32 CORPORATE GOVERNANCE Compensation policy APPORTIONMENT AND AWARD CRITERIA FOR ITEMS OF COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER Presentation The annual fixed compensation of the Chief Executive Officer has been 900,000 since 19 May There are no plans to change this in Variable compensation The Chief Executive Officer has a target annual variable compensation of 100% of his fixed compensation, capped at 120% if performance exceeds the target. The performance assessment linked to the annual variable compensation is 50% based on financial criteria and 50% on non-financial criteria. At its meeting on 14 February 2017, the Board of Directors set four financial criteria: revenues, for 12.5%, net income Group share, for 12.5%, cost/income ratio, for 12.5%. return on tangible equity, for 12.5%. For each of these criteria, the target is set on the basis of the budget approved by the Board of Directors at its meeting on 14 February At its meeting on 14 February 2017, the Board of Directors set four non-financial criteria: the progress and implementation of Crédit Agricole Group s Medium-Term Plan Strategic Ambition 2020, for 17.5%; the Group s transformation in order to improve industrial efficiency, for 10%, the organisational restructuring and oversight of control functions in view of tighter regulation, for 10%, the collective momentum of Crédit Agricole Group, for 12.5%. Multi-year variable compensation The Chief Executive Officer is not eligible for the multi-year variable compensation scheme for Exceptional compensation There are no plans at present to award the Chief Executive Officer exceptional compensation for Stock options, performance shares or any other long-term compensation Directors fees Benefits in kind The Chief Executive Officer is not eligible for stock option plans or performance share awards or any other long-term compensation for The Chief Executive Officer waived receipt of directors fees for the duration of his term of office as director of Group companies. The Chief Executive Officer has the use of a company housing by virtue of his appointment. This is treated as a benefit in kind under current rules. For information, this was valued at 78,858 in 2016 Under the commitments authorised by the Board of Directors on 19 May 2015 and approved by the General Meeting of Shareholders on 19 May 2016 and as described on pages 159 and 160 of the 2016 registration document, the Chief Executive Officer receives: a severance payment in the event that his position is terminated by Crédit Agricole S.A.; a non-competition indemnity if a non-competition clause is triggered, for a period of one year from the termination of the appointment, regardless of the cause; the supplementary pension scheme for Senior Executives of Crédit Agricole Group, which supplements the collective and mandatory pension and death & disability schemes. 30 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

33 CORPORATE GOVERNANCE Compensation policy CRITERIA FOR APPORTIONING AND AWARDING ITEMS OF COMPENSATION FOR THE DEPUTY CHIEF EXECUTIVE OFFICER Presentation The annual fixed compensation of the Deputy Chief Executive Officer has been 700,000 since 19 May There are no plans to change this in Variable compensation The Deputy Chief Executive Officer has a target annual variable compensation of 80% of his fixed compensation, capped at 120% if performance exceeds the target. The performance assessment linked to the annual variable compensation is 50% based on financial criteria and 50% on non-financial criteria. At its meeting on 14 February 2017, the Board of Directors set four financial criteria: revenues, for 12.5%, net income Group share, for 12.5%, cost/income ratio, for 12.5%. return on tangible equity, for 12.5%. For each of these criteria, the target is set on the basis of the budget approved by the Board of Directors at its meeting on 14 February At its meeting on 14 February 2017, the Board of Directors set four non-financial criteria: the progress and implementation of the Crédit Agricole Group s Medium-Term Plan Strategic Ambition 2020, for 7.5%; the Group s transformation in order to improve industrial efficiency, for 17.5%, the organisational restructuring and oversight of control functions in view of tighter regulation, for 17.5%, the collective momentum of Crédit Agricole Group, for 7.5%. Multi-year variable compensation The Deputy Chief Executive Officer is not eligible for the multi-year variable compensation scheme for Exceptional compensation There are no plans at present to award the Deputy Chief Executive Officer exceptional compensation for Stock options, performance shares or any other long-term compensation Directors fees Benefits in kind The Deputy Chief Executive Officer is not eligible for stock option plans or performance share awards or any other long-term compensation for The Deputy Chief Executive Officer waived receipt of directors fees for the duration of his term of office as director of Group companies. The Deputy Chief Executive Officer does not receive any benefits in kind. Under the commitments authorised by the Board of Directors on 19 May 2015 and approved by the General Meeting of Shareholders on 19 May 2016 and as described on pages 159 and 160 of the 2016 registration document, the Deputy Chief Executive Officer receives: a severance payment in the event that his position is terminated by Crédit Agricole S.A.; a non-competition indemnity if a non-competition clause is triggered, for a period of one year from the termination of the appointment, regardless of the cause; the supplementary pension scheme for Senior Executives of Crédit Agricole Group, which supplements the collective and mandatory pension and death & disability schemes. CRÉDIT AGRICOLE S.A. MEETING NOTICE

34 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS COMPOSITION OF THE BOARD OF DIRECTORS ON 20 MARCH 2017 Presentation of the Board of Directors at 31 December 2016 Origin Age Renewal Date first of appointed term Attendance Risks Committee Audit Committee United States Risk Compensation Committee Committee Strategy and CSR Committee Appointments and Governance Committee Dominique Lefebvre Chairman of the Board of Directors Chairman of the Caisse régionale Val de France, FNCA and SAS Rue La Boétie % C M Jack Bouin Representative of SAS Rue La Boétie Deputy Chairman of the Board of Directors Chief Executive Officer of the Caisse régionale d Aquitaine First Deputy Chairman of FNCA Deputy Chairman of SAS Rue La Boétie % M M Roger Andrieu Chairman of the Caisse régionale des Côtes d Armor % M Pascale Berger Representing Crédit Agricole Regional Banks employees % Caroline Catoire Corporate Director % M M Laurence Dors Senior Partner of Theano Advisors Corporate Director % M C M Daniel Epron Chairman of the Caisse régionale de Normandie % M M Véronique Flachaire Chief Executive Officer of the Caisse régionale du Languedoc % M M Jean-Pierre Gaillard Chairman of the Caisse régionale Sud Rhône Alpes % M M Françoise Gri Corporate Director % M M Jean-Paul Kerrien Chairman of the Caisse régionale du Finistère % Monica Mondardini Deputy Director of CIR S.p.A Deputy Director of Gruppo Editoriale L Espresso % C Gérard Ouvrier-Buffet Chief Executive Officer of the Caisse régionale Loire Haute-Loire % M Jean-Louis Roveyaz Chairman of the Caisse régionale de l Anjou et du Maine % M M Christian Streiff Deputy Chairman of the Safran Group % M M Renée Talamona Chief Executive Officer of the Caisse régionale de Lorraine % M François Thibault Chairman of the Caisse régionale Centre Loire % M François Veverka Corporate Director % C C C M M 32 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

35 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS Compensation policy Presentation of the Board of Directors at 31 December 2016 Origin Age Renewal Date first of appointed term Attendance Xavier Beulin (1) Chairman of the FNSEA (Fédération nationale des syndicats d exploitants agricoles) % Risks Committee Audit Committee United States Risk Compensation Committee Committee François Heyman Representing employees % M Christian Moueza Representing employees % Strategy and CSR Committee Appointments and Governance Committee KEY INDICATORS MEMBERS 59 99% François Macé Chief Executive Officer of the Caisse régionale Nord de France Catherine Pourre Managing Director CPO Services (Luxembourg) Bernard de Drée Corporate Director Non-voting Director Non-voting Director Representing the Works Council M C Member. Chairman. Directors who are the Chairmen or Chief Executive Officers of Crédit Agricole s Regional Banks. Director who is an employee of a Regional Bank. Director, Chief Executive Officer of Caisse régionale de Crédit Agricole, representing SAS Rue La Boétie. Independent Directors. Representing farming organisations, appointed by joint order of the Ministers of Agriculture and Finance. Directors elected by the staff of the Union Économique et Sociale (UES) of Crédit Agricole S.A. (1) Xavier Beulin died on 19 February Information related to his terms of office does not appear in the attached documents. 8 99% Board meetings in 2016 attendance rate at the meetings in 2016 Risks Committee Audit Committee US Risks Committee 6 Specialised Committees Compensation Committee Strategy and CSR Committee Appointments and Governance Committee CRÉDIT AGRICOLE S.A. MEETING NOTICE

36 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS Candidates for appointment to the Board of Directors, proposed to the General Meeting of Shareholders CANDIDATES FOR APPOINTMENT TO THE BOARD OF DIRECTORS, PROPOSED TO THE GENERAL MEETING OF SHAREHOLDERS Catherine POURRE Manager, CPO Services (Luxembourg) Corporate Director Born on 02 February st appointment: May 2016 EDUCATION AND CAREER: A graduate of ESSEC, Certified Accountant, with a degree in business law from the Catholic University of Paris, Catherine Pourre has extensive experience in audit and organisation consulting, particularly as a partner at PricewaterhouseCoopers ( ) then at Capgemini Ernst & Young France, where she became Executive Director in She joined Unibail-Rodamco in 2002 as Deputy Chief Executive Officer. She carried out various executive management functions as member of the Executive Committee then Member of the Management Committee. Since August 2015 she has been Manager and Administrator of CPO Services (Luxembourg) She is chevalier de la Légion d honneur and chevalier de l Ordre National du mérite. Having come on the Crédit Agricole S.A. Board of Directors as non-voting Director, Ms. Pourre is a permanent guest on the Risk Management Committee, the Audit Committee and the U.S. Risk Management Committee. OTHER APPOINTMENTS AND OFFICES HELD Within Crédit Agricole: - Non-voting member: Crédit Agricole CIB Positions outside the Crédit Agricole Group: - Member of the Board of Directors of and Chair of the Control Committee: SEB S.A. - Member of the Board of Directors, Audit Committee and Chair of the Compensation Committee: Neopost S.A. - Member of the Supervisory Board: and member of the Audit and Compensation Committees: Bénéteau S.A. It is proposed to the General Meeting of Shareholders that Catherine Pourre be appointed a Director of the Board, replacing François Veverka. 34 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

37 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS Candidates for appointment to the Board of Directors, proposed to the General Meeting of Shareholders Jean-Pierre PAVIET Chairman of the Caisse régionale des Savoie Born on 11 November 1952 Shares Held as of 20/03/ EDUCATION AND CAREER: A graduate of the École Supérieure des Sciences Commerciales Appliquées (ESLSCA Paris) and degreed in accountancy, Jean-Pierre Paviet began his career as an auditor and then engagement leader at the accounting and auditing firm Deloitte in Paris. In 1981, he joined the Geer Group (Tourism facilities planning and development) as Financial Controller and then founded the Sofineige Group in 1985, of which he is still the Chairman. He became a Director of the Board of Caisse régionale des Savoie in 1992 and was named Chairman in In addition, he holds a variety of positions on national bodies of Crédit Agricole Group and in several subsidiaries. OTHER APPOINTMENTS AND OFFICES HELD Within Crédit Agricole Group: - Chairman: Crédit Agricole Leasing & Factoring; Caisse Locale of Crédit Agricole d Aime - Director: Crédit Agricole CIB, CA Home Loan SFH Positions outside the Crédit Agricole Group - Chairman: Sofineige It is proposed that the General Assembly appoint Jean-Pierre Paviet as a Board Director, replacing Jean-Louis Roveyaz, for the remainder of the latter s appointment, until the General Assembly called upon to approve the financial statements for the financial year Louis TERCINIER Chairman of Caisse régionale Charente-Maritime Deux-Sèvres Born on 1 May 1960 Shares Held as of 20/03/2017: 2,205 EDUCATION AND CAREER: After technical studies in agronomy and management, Mr Louis Tercinier has taken several professional training programs, primarily in economics and auditing. A practising farmer, both in grains and winegrowing, he belongs to a family that has been merchant-producers (in Cognac and Pineau des Charentes) for five generations. A Director of Unicognac and Deputy Chairman of Océalia, Mr Louis Tercinier is Chairman of the SICA Atlantique, the second largest French exporter of grains and oilseeds with 6 divisions created around the original grain terminal business. Chairman of the Caisse locale de Saintes since 2005, he was elected Director of the Caisse régionale de Charente-Maritime Deux-Sèvres in 2006, where he would become Vice-Chairman in 2010 and then Chairman in OTHER APPOINTMENTS AND OFFICES HELD Within Crédit Agricole Group: - Chairman: Caisse Locale Crédit Agricole Mutuel de Saintes - Director: Cofisa Positions outside the Crédit Agricole Group: - Chairman: SICA Atlantique - Deputy Chairman: Océalia - Director: Unicognac S.A. - Manager: EARL Tercinier It is proposed that the General Assembly appoint Louis Tercinier as a Board Director, replacing Roger Andrieu for the remainder of the latter s appointment, until the General Assembly called upon to approve the financial statements for the financial year CRÉDIT AGRICOLE S.A. MEETING NOTICE

38 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS Renewals proposed to the General Meeting of Shareholders RENEWALS PROPOSED TO THE GENERAL MEETING OF SHAREHOLDERS Caroline CATOIRE Corporate Director Born on 17 August st appointment: May 2011 Shares held at 20/03/2017: 1,099 EDUCATION AND CAREER: A former student of the École Polytechnique, Caroline Catoire held a number of different positions in the Total Group from 1980 to 1998: within the Economic Research division, the Oil Trading division and then the Finance division as Director of Management Control, and then Director of Corporate Finance. She then joined Société Générale and served as the Director of Management Control of the investment bank ( ). She added to her experience in the financial sector, serving as CFO in a number of different companies: Sita France, then Saur Group and Metalor Group. Since December 2015, she has been a consultant in the financial sector. Ms. Catoire is a member of the Audit Committee and of the US Risks Committee. OTHER APPOINTMENTS AND OFFICES HELD Positions outside the Crédit Agricole Group: - Manager C2A Conseils The General Meeting of Shareholders is asked to renew Caroline Catoire s term as Director Laurence DORS Senior Partner of Theano Advisors Born on 16 March st appointment: May 2009 Shares held at 20/03/2017: 1,085 EDUCATION AND CAREER: A former senior civil servant in the French Finance Ministry and the Ministry of the Economy s staff ( ), and later the Prime Minister s staff ( ), Laurence Dors has spent much of her professional career in international and general management positions in international groups (Lagardère, EADS, Dassault Systèmes, Renault). Cofounder and Senior Partner of the consulting firm, Theano Advisors, She is an expert in issues of governance and an independent Director. She sits on the Board of Directors of the Institut Français des Administrateurs. Laurence Dors is Chair of the Compensation Committee and member of the Audit Committee and the Appointments and Governance Committee. OTHER APPOINTMENTS AND OFFICES HELD Positions outside the Crédit Agricole Group: - Independent Director Cap Gemini, EGIS S.A., Institut Français des Administrateurs (IFA) - Member of the Advisory Committee: Institut des Hautes Études de l Amérique latine (IHEAL), Club Économique Franco-allemand (CEFA) The General Meeting of Shareholders is asked to renew Laurence Dors s term as Director. 36 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

39 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS Renewals proposed to the General Meeting of Shareholders Françoise GRI Corporate Director Born on 21 December st appointment: May 2012 Shares held at 20/03/2017: 2,000 EDUCATION AND CAREER: Françoise Gri is a graduate of the École nationale supérieure d informatique et de mathématiques appliqués in Grenoble. She began her career in the IBM Group and was appointed Chairman and CEO of IBM France in saw her move to Manpower as Chairwoman and CEO of its French subsidiary, before going on to become Executive Vice-President for Southern Europe for ManpowerGroup (2011). An accomplished senior manager with extensive international experience, she then took up the position of Chief Executive Officer of the Pierre & Vacances-Center Parcs Group ( ). An Independent Director, she has particular expertise in IT and corporate social responsibility. Françoise Gri is a member of the Strategy and Corporate Social Responsibility Committee Member of the Risk Management Committee. OTHER APPOINTMENTS AND OFFICES HELD Positions outside the Crédit Agricole Group: - Manager F. Gri Conseil - Independent Director: Edenred S.A., WNS Services The General Meeting of Shareholders is asked to renew Françoise Gri s term as Director. Daniel EPRON Chairman of the Caisse régionale de Normandie Born on 17 May st appointment: May 2014 Shares held as of 20/03/2017: 845 EDUCATION AND CAREER: Daniel Epron is a farmer in the Orne region. He has held a number of elected mandates, especially in the agricultural sector: He was Deputy Secretary General of the young farmers Centre, the Centre national des jeunes agriculteurs ( ), a member of the Conseil économique et social régional de Basse Normandie ( ), Chairman of the Chambre régionale d agriculture de Normandie ( ), and a Local advisor for Basse-Normandie ( ). Chairman of the Caisse locale de Crédit Agricole de l Aigle from 1990 to 2005, he was Chairman of the Caisse régionale de l Orne, and then, after merger, of the Caisse Regionale de Normandie since He is Deputy Chairman of the Fédération Nationale du Crédit Agricole (FNCA) and a member of the Economic, Social and Environmental Regional Council since the end of Daniel Epron is a member of the Compensation Committee and the Strategy and CSR Committees. OTHER APPOINTMENTS AND OFFICES HELD Within Crédit Agricole Group: - Director: CA Technologies et Services, Cariparma, SAS Rue La Boétie, SCI CAM - Deputy Chairman: Fédération Nationale du Crédit Agricole Positions outside the Crédit Agricole Group: - Manager: GFA de Belzaise - Member of the Conseil Économique, Social et Environnemental (CESE) The General Meeting of Shareholders is asked to renew Daniel Epron s term as Director. CRÉDIT AGRICOLE S.A. MEETING NOTICE

40 CRÉDIT AGRICOLE S.A. S BOARD OF DIRECTORS Renewals proposed to the General Meeting of Shareholders Gérard OUVRIER-BUFFET Chief Executive Officer of the Caisse régionale Loire Haute-Loire Born on 06 March st appointment: August 2013 Shares held as of 20/03/2017: 2,602 FCPE (employee share ownership plan) units invested in Crédit Agricole S.A. shares held at 20/03/2017: 3,096 EDUCATION AND CAREER: Gérard Ouvrier-Buffet has spent almost his whole career in Crédit Agricole Group. He acquired comprehensive expertise in all aspects of retail banking working in the Caisse régionale de Haute-Savoie ( ), and Caisse régionale du Midi ( ). Appointed Deputy Chief Executive Officer of Crédit Agricole Sud Rhône-Alpes in 1998, he has served as Chief Executive Officer of the Caisse régionale Loire Haute-Loire since He was at the same time Chairman of Predica and Crédit Agricole Assurances, until He then spearheaded the launch and development of the real estate segment, and today is Chairman of Crédit Agricole Immobilier. He is Deputy Chairman of the Fédération Nationale du Crédit Agricole (FNCA). Gérard Ouvrier-Buffet is a member of the Audit Committee. OTHER APPOINTMENTS AND OFFICES HELD Within Crédit Agricole Group: - Chairman of the Board of Directors: Crédit Agricole Immobilier, Cofam - Chairman of the Audit and Risks Committee and member of the Supervisory Board: Crédit du Maroc. - Deputy Chairman: Fédération Nationale du Crédit Agricole - Director: SAS Rue La Boétie, SAS Square Habitat. The General Meeting of Shareholders is asked to renew Gérard Ouvrier-Buffet s term as Director. Christian STREIFF Deputy Chairman of the Safran Group Born on 21 September st appointment: May 2011 Shares held as of 20/03/2017: 100 EDUCATION AND CAREER: A graduate of the Écoles des Mines, Christian Streiff spent much of his career at Saint-Gobain where he held various executive positions in Europe before being appointed Chief Executive Officer of the Group. In 2008, he became Executive Chairman of Airbus and a member of the EADS Executive Committee. Christian Streiff then went on to join PSA Peugeot Citroën where he served as Chairman of the Management Board, a position he occupied until With his extensive industrial and international experience, he is now Deputy Chairman of the Safran Group, and shareholder in three start-ups: Expliseat, Optiréno, Astra. Christian Streiff is a member of the Compensation Committee and the Risk Management Committee. OTHER APPOINTMENTS AND OFFICES HELD Positions outside the Crédit Agricole Group: - Chairman: C.S. Conseils, Astra - Director: Expliseat, Optiréno. Fondation pour la recherche sur les AVC (stroke research) The General Meeting of Shareholders is asked to renew Christian Streiff s term as Director.. François THIBAULT Chairman of the Caisse régionale Centre Loire Born on 07 May st appointment: May 2015 (Director) Shares held as of 20/03/2017: 1,675 EDUCATION AND CAREER: An agricultural engineer, farmer and viticulturist by profession, François Thibault is a long-standing elected member of Crédit Agricole s working bodies. Chairman of the Cosne-sur-Loire (Nièvre) Local Bank since 1991, he has been Director and then Chairman of the Caisse régionale Centre Loire, since He also holds a number of responsibilities in the Group s national working bodies, in particular as Chairman of Federal Committees, as well as in the specialised subsidiaries, in particular in insurance and corporate and investment banking. François Thibault is a member of the Strategy and Corporate Social Responsibility Committee. OTHER APPOINTMENTS AND OFFICES HELD Within Crédit Agricole Group: - Chairman: Camca et Camca Courtage, SAS Centre Loire Expansion - Director: Crédit Agricole CIB, Car Centre Positions outside the Crédit Agricole Group: - Partner Gaec Thibault The General Meeting of Shareholders is asked to renew François Thibault s term as Director. 38 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

41 AGENDA OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 24 MAY 2017 ORDINARY GENERAL MEETING OF SHAREHOLDERS 1 st resolution Approval of the parent company financial statements for the 2016 financial year 2 nd resolution Approval of the consolidated financial statements for the 2016 financial year 3 rd resolution Appropriation of net income for the 2016 financial year, setting and payment of dividend 4 th resolution Approval of the signing of the Memorandum of Understanding relating to the reclassification of the stake held by Crédit Agricole S.A. in the Regional Banks within the company Sacam Mutualisation 5 th resolution Approval of the signing of the agreement for the disposal of the cooperative investment certificates (Certificats coopératifs d investissement) between Crédit Agricole S.A. and Sacam Mutualisation 6 th resolution Approval of the signing of the addendum to the Memorandum of Understanding concluded on 22 November 2001 between Crédit Agricole S.A. and the Regional Banks 7 th resolution Approval of the signing of Addendum no. 3 to the Switch Guarantee agreement 8 th resolution Approval of the signing of the addendum to the tax consolidation agreement concluded on 17 December 2015 between Crédit Agricole S.A. and the Regional Banks 9 th resolution Approval of the signing of the tax consolidation agreement concluded between Crédit Agricole S.A. and the company Sacam Mutualisation 10 th resolution Approval of the signing of the loan agreements concluded between Crédit Agricole S.A. and the Regional Banks 11 th resolution Approval of the signing of the addendum to the tax consolidation agreement concluded between Crédit Agricole S.A. and companies SAS Rue La Boétie, Ségur, Miromesnil and the federal holdings. 12 th resolution Approval of the signing of the amendment to the tax consolidation agreement concluded between Crédit Agricole S.A. and Crédit Agricole CIB 13 th resolution Appointment of Ms Catherine Pourre to replace Mr François Veverka, Director 14 th resolution Appointment of Mr Jean-Pierre Paviet to replace Mr Jean-Louis Roveyaz, Director 15 th resolution Appointment of Mr Louis Tercinier, to replace Mr Roger Andrieu, Director 16 th resolution Renewal of the term of office of Ms Caroline Catoire, Director 17 th resolution Renewal of the term of office of Ms Laurence Dors, Director 18 th resolution Renewal of the term of office of Ms Françoise Gri, Director 19 th resolution Renewal of the term of office of Mr Daniel Epron, Director 20 th resolution Renewal of the term of office of Mr Gérard Ouvrier-Buffet, Director 21 st resolution Renewal of the term of office of Mr Christian Streiff, Director 22 nd resolution Renewal of the term of office of Mr François Thibault, Director 23 rd resolution Opinion on the elements of compensation awarded for the 2016 financial year to Dominique Lefebvre, Chairman of the Board of Directors 24 th resolution Opinion on the elements of compensation due or awarded for the 2016 financial year to Mr Philippe Brassac, Chief Executive Officer 25 th resolution Opinion on the elements of compensation due or awarded for the 2016 financial year to Mr Xavier Musca, Deputy Chief Executive Officer 26 th resolution Opinion on the overall amount of compensation paid during the financial year to executive employees within the meaning of Article L of the French Monetary and Financial Code and the categories of staff identified within the meaning of Article L of the French Monetary and Financial Code 27 th resolution Approval of the cap on variable compensation of executive employees within the meaning of Article L of the French Monetary and Financial Code and the categories of staff identified within the meaning of Article L of the French Monetary and Financial Code 28 th resolution Approval of the principles and criteria for determining, distributing and allocating the elements making up the total compensation and benefits of any nature that may be attributed for financial year 2017 to Mr Dominique Lefebvre, Chairman of the Board of Directors 29 th resolution Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements making up the total compensation and benefits of any nature that may be attributed for financial year 2017 to Mr Philippe Brassac, Chief Executive Officer 30 th resolution Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements making up the total compensation and benefits of any nature that may be attributed for financial year 2017 to Mr Xavier Musca, Deputy Chief Executive Officer 31 st resolution Authorisation to the Board of Directors to purchase ordinary shares of the Company CRÉDIT AGRICOLE S.A. MEETING NOTICE

42 AGENDA OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 24 MAY 2017 Extraordinary General Meeting of Shareholders EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 32 nd resolution Authorisation to the Board of Directors to reduce the share capital by cancelling ordinary shares 33 rd resolution Powers to carry out formalities TO WATCH THE VIDEO presenting the main resolution, scan this QR code with your smartphone. 40 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

43 PRESENTATION OF DRAFT RESOLUTIONS SUBMITTED TO THE GENERAL MEETING OF SHAREHOLDERS OF 24 MAY 2017 AT THE ORDINARY GENERAL MEETING OF SHAREHOLDERS 1 st and 2 nd r esolutions APPROVAL OF THE FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR Explanatory The 1 st and 2 nd resolutions propose that you approve the parent company and consolidated financial statements of Crédit Agricole S.A. at 31 December st resolution (Approval of the parent company financial statements for the 2016 financial year) The General Meeting of Shareholders, acting in accordance with the quorum and majority required for Ordinary General Meetings of Shareholders, having reviewed the report of the Chairman of the Board of Directors, the Board of Directors management report and the reports of the Statutory Auditors, approves the aforesaid reports and parent company financial statements for the financial year ended 31 December 2016, as here presented. It approves the transactions reflected in those financial statements or summarised in the said reports, as well as the Board s management during the past financial year. Pursuant to Article 223 quater of the French General Tax Code, the General Meeting of Shareholders approves the total amount of expenditure and expenses referred to in Article 39-4 of the French General Tax Code on non-deductible taxes on taxable income, which totalled 192,995 for the financial year ended 31 December 2016, as well as the tax paid by the Company on account of the non-deductibility, amounting to 66, nd resolution (Approval of the consolidated financial statements for the 2016 financial year) The General Meeting of Shareholders, acting in accordance with the quorum and majority required for Ordinary General Meetings of Shareholders, having reviewed the report of the Chairman of the Board of Directors, the Board of Directors management report and the reports of the Statutory Auditors, approves the aforesaid reports and consolidated financial statements for the financial year ended 31 December 2016, as here presented. It approves the transactions reflected in those financial statements or summarised in the said reports. 3 rd resolution APPROPRIATION OF NET INCOME, SETTING AND PAYMENT OF DIVIDEND Explanatory The 3 rd resolution presents for your approval the appropriation of the profits of the 2016 financial year. Profit (parent company) for the year was 13,818,771,822.95, plus retained earnings of 2,044,564,431.40; distributable earnings therefore amount to 15,863,336, This 3 rd resolution proposes that the amount for the ordinary dividend be set at 0.60 per share, and that of the loyalty dividend at 0.66 per share. The loyalty dividend is allocated to shares which, at 31 December 2016, had been held and registered for more than two years and continue to be held and registered on the date of payment of the dividend. The ordinary dividend and the loyalty dividend both fully qualify for the 40% tax rebate for natural persons resident for tax purposes in France. If you approve this resolution, the dividend will be paid on 31 May The ex-dividend date will be 29 May rd resolution (Appropriation of net income for the 2016 financial year, setting and payment of the dividend) The General Meeting of Shareholders, acting in accordance with the quorum and majority required for Ordinary General Meetings of Shareholders, having reviewed the report of the Board of Directors and, having noted that: net profit for the 2016 financial year was 13,818,771,822.95; and distributable profit was 15,863,336,254.35, including retained earnings of 2,044,564, CRÉDIT AGRICOLE S.A. MEETING NOTICE

44 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders Resolves, on proposal of the Board of Directors, to appropriate as follows the distributable profit for the financial year ended 31 December 2016: (in euros) Profit for the year 13,818,771, Retained earnings 2,044,564, Total (distributable profit) 15,863,336, Appropriation: to the legal reserve, raising it to 10% of the share capital 62,033, Dividend (1) dividend excluding loyalty bonus 1,707,662, loyalty dividend 9,963, Total dividend 1,717,626, Retained earnings 14,083,676, TOTAL 15,863,336, (1) This amount will be adjusted where appropriate to reflect the following events: (a) creation of new shares eligible for dividends before the ex-dividend date, (b) change in the number of treasury shares prior to the ex-dividend date, (c) loss of entitlement to the additional 10% dividend for some registered shares before the payment date. It sets the ordinary dividend at 0.60 per share, and the loyalty dividend at 0.66 per share. The amount of the dividend (both ordinary and loyalty) is fully eligible, when it is paid to shareholders who are natural persons and resident in France for tax purposes, to the 40% tax reduction provided for in paragraphs 2 and 3 of Article 158 of the French General Tax Code. It should be noted that the dividends paid out for the previous three financial years were as follows: Year Dividend Amount eligible for tax reduction of 40% Loyalty dividend Amount eligible for tax reduction of 40% Shares shall be designated ex-dividend on 29 May 2017 and paid out as from 31 May It is specified that, at the time of payment of such dividends, if the Company holds some of its own shares, the dividends not paid on these shares will be allocated to retained earnings. 4 th to 12 th r esolutions RELATED-PARTY AGREEMENTS Explanatory The 4 th to 12 th resolutions present for your approval nine related-party agreements approved by the Board of Directors in 2016 or the first quarter of 2016 and which are the subject of a special report by the Statutory Auditors. Seven resolutions (Resolutions 4 to 10) relate essentially to the Eurêka transaction, which involved simplifying the structure of the Group and making it more transparent, and strengthening the level of capital of Crédit Agricole S.A. by reclassifying the stake held by Crédit Agricole S.A. in the capital of the Regional Banks in the form of CCIs and CCAs within the company Sacam Mutualisation. The 4 th Resolution relates to the signing of the Memorandum of Understanding that sets out the dates and confirms the financial conditions of the transaction, contained in the Letter of Intent signed on 17 February The 5 th Resolution relates to the signing of the disposal agreement for cooperative associate certificates (Certificats coopératifs d associés) and cooperative investment certificates (Certificats coopératifs d investissement) between Crédit Agricole S.A. and Sacam Mutualisation, the purpose of which is to determine the conditions under which the transfer of the CCIs and CCAs owned by Crédit Agricole S.A. to Sacam Mutualisation will take place, pursuant to the Memorandum of Understanding that is the subject of the 4th Resolution. The 6 th Resolution relates to the signing of the addendum to the listing agreement concluded on 22 November The addendum amends Article 4 of the aforementioned memorandum (acquisition of a stake in the Regional Banks) to take into consideration the internal reclassification of the CCIs and CCAs owned by Crédit Agricole S.A. to Sacam Mutualisation. The 7 th Resolution involves the signing of Addendum no. 3 to the Switch Guarantee agreement. This addendum enables Crédit Agricole S.A. to have greater flexibility in the methods via which it may cancel the guarantee and moderate fluctuations in value over time for the Regional Banks relating to Crédit Agricole S.A. s stake in Crédit Agricole Assurances. The 8 th Resolution relates to the signing of the addendum to the tax consolidation agreement concluded on 17 December 2015 between Crédit Agricole S.A. and the Regional Banks. This addendum provides that tax savings realised by the Group on account of intra-group dividends received by the Regional Banks will be fully reallocated to them from now on. 42 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

45 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders The 9 th Resolution relates to the signing of the tax consolidation agreement concluded between Crédit Agricole S.A. and the company Sacam Mutualisation. This addendum provides that tax savings realised by the Group on account of intragroup dividends received by Sacam Mutualisation will be fully reallocated to it. The 10 th Resolution relates to the signing of loan agreements concluded between Crédit Agricole S.A. and the Regional Banks with a view to financing their subscription to the capital increase of Sacam Mutualisation. The 11 th Resolution relates to the addendum to the tax consolidation agreement concluded between Crédit Agricole S.A. and companies SAS Rue La Boétie, Ségur, Mirosmesnil and the various federal holdings (Sacam Avenir, Développement, International, Participations, Fia-net Europe, Fireca, Immobilier Machinisme, Assurance Caution). This addendum provides that tax savings realised by the Group on account of intra-group dividends received by the aforementioned companies will be fully reallocated to them from now on. The 12 th Resolution relates to the signing of the amendment to the tax consolidation agreement concluded in 1996 between Crédit Agricole S.A. and Crédit Agricole CIB. This agreement was amended to extend the monetisation to all of the subgroup Crédit Agricole CIB, which until now had been limited only to the individual deficit of Crédit Agricole CIB, which is largely localised in certain structures of the sub-group. 4 th resolution (Signing of the Memorandum of Understanding relating to the reclassification of the stake held by Crédit Agricole S.A. in the Regional Banks within the company Sacam Mutualisation). The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the Memorandum of Understanding relating to the reclassification of the stake held by Crédit Agricole S.A. in the form of CCIs and CCAs in the capital of the Regional Banks within Sacam Mutualisation. 5th resolution (Signing of the agreement for the disposal of the cooperative investment certificates Certificats coopératifs d investissement between Crédit Agricole S.A. and Sacam Mutualisation) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the agreement for the disposal of the cooperative associate certificates (Certificats coopératifs d associés) and cooperative investment certificates (Certificats coopératifs d investissement) between Crédit Agricole S.A. and Sacam Mutualisation. 6 th resolution (Signing of the addendum to the Memorandum of Understanding concluded on 22 November 2001 between Crédit Agricole S.A. and the Regional Banks) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the addendum to the Memorandum of Understanding concluded on 22 November 2001 between Crédit Agricole S.A. and the Regional Banks. 7 th resolution (Signing of Addendum no. 3 to the Switch Guarantee agreement) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in the provisions of Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the addendum to the Switch Guarantee agreement concluded between Crédit Agricole S.A. and the Regional Banks on 16 December 2001 as amended on 19 December th resolution (Signing of the addendum to the tax consolidation agreement concluded on 17 December 2015 between Crédit Agricole S.A. and Regional Banks) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the addendum to the tax consolidation agreement concluded on 17 December 2015 between Crédit Agricole S.A. and the Regional Banks, pursuant to Article 223 A paragraph 3 of the French General Tax Code. 9 th resolution (Signing of the tax consolidation agreement concluded between Crédit Agricole S.A. and Sacam Mutualisation) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the tax consolidation agreement concluded between Crédit Agricole S.A. and Sacam Mutualisation. 10 th resolution (Signing of the loan agreements concluded between Crédit Agricole S.A. and the Regional Banks) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the loan agreements concluded between Crédit Agricole S.A. and the Regional Banks in order to finance the subscription of the Regional Ranks to the capital increase of Sacam Mutualisation. 11 th resolution (signing of the addendum to the tax consolidation agreement concluded between Crédit Agricole S.A. and the companies SAS Rue La Boétie, Ségur, Miromesnil and the Federal Holdings) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code, takes note of the conclusions of this report and approves the signing of the addendum to the tax consolidation agreement concluded between Crédit Agricole S.A. and SAS Rue La Boétie, Ségur, Miromesnil and the Federal Holdings. 12 th resolution (Signing of the amendment to the tax consolidation agreement concluded between Crédit Agricole S.A. and Crédit Agricole CIB) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors and the Statutory Auditors special report on the agreements mentioned in Articles L and L to L of the French Commercial Code takes note of the conclusions of this report and approves the signing of the amendment to the tax consolidation agreement concluded between Crédit Agricole S.A. and Crédit Agricole CIB. CRÉDIT AGRICOLE S.A. MEETING NOTICE

46 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders 13 th to 22 nd r esolutions GOVERNANCE COMPOSITION OF THE BOARD OF DIRECTORS TERMS OF OFFICE OF DIRECTORS Explanatory The Board of Directors proposes a group of resolutions relating to its composition. The 13 th to 15 th resolutions relate to the appointment of: Ms Catherine Pourre, to replace Mr François Veverka, a Director who has reached the legal age limit; Mr Jean-Pierre Paviet, to replace Mr Jean-Louis Roveyaz, a Director who has reached the legal age limit; Mr Louis Tercinier, to replace Mr Roger Andrieu, a Director who has reached the legal age limit. The 16 th to 22 nd resolutions ask that you renew the terms of office of the following Directors, which are expiring during the General Meeting of Shareholders: Ms Caroline Catoire, Ms Laurence Dors, Ms Françoise Gri, Mr Daniel Epron, Mr Gérard Ouvrier-Buffet, Mr Christian Streiff and Mr François Thibault. Brief biographical details of these candidates appear in the Meeting Notice. 13 t h resolution (Appointment of Ms Catherine Pourre, to replace Mr François Veverka, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby appoints Ms Catherine Pourre as a Director, to replace Mr François Veverka, who has reached the legal age limit, for a term of three (3) years, which will end after the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December th resolution (Appointment of Mr Jean-Pierre Paviet, to replace Mr Jean-Louis Roveyaz, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby appoints Mr Jean-Pierre Paviet as a Director, to replace Mr Jean-Louis Roveyaz, who has reached the legal age limit, for the remainder of the term of the latter, i.e. until the close of the Ordinary General Meeting of Shareholders that will take place in 2018, called to approve the financial statements for the year ending on 31 December t h resolution (Appointment of Mr Louis Tercinier, to replace Mr Roger Andrieu, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby appoints Mr Louis Tercinier as a Director, to replace Mr Roger Andrieu, who has reached the legal age limit, for the remainder of the term of the latter, i.e. until the close of the Ordinary General Meeting of Shareholders that will take place in 2018, called to approve the financial statements for the year ending on 31 December th resolution (Renewal of the term of office of Ms Caroline Catoire, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Ms Caroline Catoire as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December th resolution (Renewal of the term of office of Ms Laurence Dors, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Ms Laurence Dors as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December th resolution (Renewal of the term of office of Ms Françoise Gri, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Ms Françoise Gri as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December th resolution ( Renewal of the term of office of Mr Daniel Epron, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Mr Daniel Epron as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December th resolution (Renewal of the term of office of Mr Gérard Ouvrier-Buffet, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Mr Gérard Ouvrier-Buffet as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December st resolution (Renewal of the term of office of Mr Christian Streiff, Director) The General Shareholders meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Mr Christian Streiff as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December nd resolution (Renewal of the term of office of Mr François Thibault, Director) The General Meeting of Shareholders, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the report of the Board of Directors, hereby takes note that the term of office of Mr François Thibault as a Director expires today, and hereby renews the aforementioned term of office for a period of three (3) years, which will end at the close of the Ordinary General Meeting of Shareholders that will take place in 2020, called to approve the financial statements for the year ending on 31 December CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

47 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders 23 rd to 25 th r esolutions OPINION ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR THE 2016 FINANCIAL YEAR TO EACH EXECUTIVE CORPORATE OFFICER Explanatory By voting on the 23 rd to 25 th resolutions, in accordance with the AFEP/MEDEF Code as amended in November 2016, you are asked to approve the elements of compensation due or awarded for the 2016 financial year to each Executive Corporate Officer of the Company, as follows: Dominique Lefebvre, Chairman of the Board of Directors; Philippe Brassac, Chief Executive Officer; Xavier Musca, Deputy Chief Executive Officer. The details of the compensation on which you are being consulted may be found in this notice of meeting (pages 25 to 27) and in the registration document, from page 167 in the Governance chapter Compensation Policy. 23 rd resolution (Opinion on the elements of compensation awarded for the 2016 financial year to Mr Dominique Lefebvre, Chairman of the Board of Directors) The General Meeting of Shareholders, consulted in accordance with recommendation 26.2 of the November 2016 AFEP/MEDEF Corporate Governance Code, the reference code applied by Crédit Agricole S.A., in accordance with Article L of the French Commercial Code, acting within the quorum and majority required for Ordinary General Meetings, approves the elements of compensation awarded for the financial year ended 31 December 2016 to Mr Dominique Lefebvre, Chairman of the Board of Directors, as set out in the Company s 2016 registration document, Chapter 3 Corporate governance Compensation policy paragraph Items of compensation due or awarded to Mr Dominique Lefebvre, Chairman of the Board of Directors, in respect of 2016 to be voted on by shareholders. 24 th resolution ( Opinion on the elements of compensation due or awarded for the 2016 financial year to Mr Philippe Brassac, Chief Executive Officer) The General Meeting of Shareholders, consulted in accordance with recommendation 26.2 of the November 2016 AFEP/MEDEF Corporate Governance Code, the reference code applied by Crédit Agricole S.A., in accordance with Article L of the French Commercial Code, acting within the quorum and majority required for Ordinary General Meetings, approves the elements of compensation due or awarded for the financial year ended 31 December 2016 to Mr Philippe Brassac, Chief Executive Officer, as set out in the Company s 2016 registration document, Chapter 3 Corporate governance Compensation policy paragraph Items of compensation due or awarded to Mr Philippe Brassac, Chief Executive Officer, in respect of 2016 to be voted on by shareholders. 25 th resolution (Opinion on the elements of compensation due or awarded for the 2016 financial year to Mr Xavier Musca, Deputy Chief Executive Officer) The General Meeting of Shareholders, consulted in accordance with recommendation 26.2 of the November 2016 AFEP/MEDEF Corporate Governance Code, the reference code applied by Crédit Agricole S.A., in accordance with Article L of the French Commercial Code, acting within the quorum and majority required for Ordinary General Meetings, approves the elements of compensation due or awarded for the financial year ended 31 December 2016 to Mr Xavier Musca, Deputy Chief Executive Officer, as set out in the Company s 2016 registration document, Chapter 3 Corporate governance Compensation policy paragraph Items of compensation due or awarded to Mr Xavier Musca, Chief Executive Officer, in respect of 2016 to be voted on by shareholders. 26 th r esolution CONSULTATION ON THE OVERALL AMOUNT OF COMPENSATION PAID DURING THE FINANCIAL YEAR TO EXECUTIVE EMPLOYEES WITHIN THE MEANING OF ARTICLE L OF THE FRENCH MONETARY AND FINANCIAL CODE AND THE CATEGORIES OF STAFF IDENTIFIED WITHIN THE MEANING OF ARTICLE L OF THE FRENCH MONETARY AND FINANCIAL CODE Explanatory The vote on the 26 th resolution is asking you to give an advisory opinion on the overall amount of compensation of all kinds paid during the year ended to executive employees within the meaning of Article L of the French Monetary and Financial Code and the categories of staff identified within the meaning of Article L of the French Monetary and Financial Code, including risk takers, staff in oversight positions, and all employees who, with respect to overall income, are in the same salary range, whose professional activities have a material impact on the risk profile of the Company or the Group. In 2016, 766 employees of Crédit Agricole S.A. Group fell within the above-mentioned categories of staff. These employees received fixed compensation in 2016, defined according to their skills and level of responsibility, on the one hand, and variable compensation linked to individual and collective performance in 2015, as well as risk control, on the other hand. For these categories of identified staff whose variable compensation is higher than the materiality threshold defined by Crédit Agricole S.A. Group at , 40% to 60% of the compensation paid in 2016 for their performance in 2015 was deferred in thirds over a three-year period and paid subject to performance and in the form of shares or instruments linked to shares. Thus, in 2016, only the non-deferred portion of the compensation awarded for 2015 and the portion indexed to the Crédit Agricole S.A. share, paid in September 2016, were received by the categories of identified staff. CRÉDIT AGRICOLE S.A. MEETING NOTICE

48 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders Furthermore, three tranches of deferred variable compensation reached maturity in 2016 and were paid to the identified staff categories: The first tranche of the 2014 plan released or paid in September 2016 in the form of shares, or equivalent instruments valued on this date, the second tranche of the 2013 plan released or paid in September 2016 in the form of shares, or equivalent instruments valued on this date, the third tranche of the 2012 plan released or paid in September 2016 in the form of shares, or equivalent instruments valued on this date. The total compensation paid in 2016 to categories of identified staff was 291 million. It breaks down as follows: 165 million in respect of fixed compensation; 75 million in respect of variable compensation paid in 2016 relating to 2015 performance and not deferred; 10 million in respect of variable compensation paid in 2016 relating to 2015 performance and not deferred, paid after a six-month lock-up period; 11 million in respect of variable compensation paid in 2015, corresponding to the first tranche of the 2014 plan and paid in the form of shares or equivalent instruments; 12 million in respect of variable compensation paid in 2014, corresponding to the second tranche of the 2013 plan and paid in the form of shares or equivalent instruments; 18 million in respect of variable compensation paid in 2013, corresponding to the final tranche of the 2012 plan and paid in the form of shares or equivalent instruments. The general compensation policy within which the above compensation falls may be consulted in the registration document, in the chapter Compensation policy. The information relating to the compensation paid for financial years 2015 and 2016 is published on the Crédit Agricole S.A. website, in the annual report relating to the compensation policy and practices for members of the executive body and persons whose professional activities have a material impact on the risk profile of Crédit Agricole S.A. 26 th resolution (Opinion on the overall amount of compensation paid during the financial year ended to executive employees within the meaning of Article L of the French Monetary and Financial Code and the categories of staff identified within the meaning of Article L of the French Monetary and Financial Code) The General Meeting of Shareholders, acting within the quorum and majority required for Ordinary Shareholders Meetings, having reviewed the report of the Board of Directors and in accordance with Article L of the French Monetary and Financial Code, approves the overall amount of compensation of all kinds, paid during the financial year ended, which amounted to 291 million, to executive employees, as defined in Article L of the French Monetary and Financial Code and to categories of identified staff, within the meaning of Article L of the French Monetary and Financial Code, including risk takers, employees in oversight positions, and employees who, with respect to overall income, are in the same compensation range, whose professional activities have a material impact on the risk profile of the Company or the Group. 27 th r esolution APPROVAL OF THE CAP ON VARIABLE COMPENSATION OF EXECUTIVE EMPLOYEES WITHIN THE MEANING OF ARTICLE L OF THE FRENCH MONETARY AND FINANCIAL CODE AND THE CATEGORIES OF STAFF IDENTIFIED WITHIN THE MEANING OF ARTICLE L OF THE FRENCH MONETARY AND FINANCIAL CODE Explanatory The 27 th resolution asks you, in accordance with the provisions of Article L of the French Monetary and Financial Code, to approve the cap on variable compensation at 200% of fixed compensation for executive employees within the meaning of Article L of the French Monetary and Financial Code and to categories of identified staff, within the meaning of Article L of the French Monetary and Financial Code, including risk takers, employees in oversight positions, and employees who, with respect to overall income, are in the same compensation range, whose professional activities have a material impact on the risk profile of the Company or the Group. For Group entities that fall within the scope of application of European Commission Delegated Regulation no. 604/2014 and the decision of 3 November 2014 on internal control, this concerns, on the one hand, employees included because of their function at Group or entity level and, on the other hand, employees included by virtue of their level of delegation of authority or compensation. They notably include: the main executives of Crédit Agricole S.A.; the main heads of the three control functions; employees who, through their delegation of authority or their commitment capacity, have a material impact on Crédit Agricole S.A. s credit or market risk profile; 46 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

49 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders employees with the highest compensation. The full definition of the staff members identified is to be found in the Compensation Policy chapter of the registration document. For the corresponding categories of employees, the General Meeting of Shareholders is asked to allow the ratio between variable compensation and fixed compensation to be capped at 200%. Defining a potential maximum ratio will enable the Group: to continue to attract and retain the talents and skills needed by the bank in all the regions of the world where it operates and, in particular, those in which institutions are not bound by these regulatory obligations; to ensure a balance between fixed compensation and variable compensation, to make it possible to have a material impact on the compensation of employees whose performance or risk-taking is not in line with the targets set by the institution. It should be noted that the compensation of the categories of identified staff is regulated by specific rules and controls, within the framework of the governance system for the compensation policies and practices set up by the Group and which applies to all entities. The general compensation policy within which the above compensation falls can be consulted in the Compensation policy chapter of the registration document. The information relating to the compensation paid for financial years 2015 and 2016 is published on the Crédit Agricole S.A. website, in the annual report relating to the compensation policy and practices for members of the executive body and persons whose professional activities have a material impact on the risk profile of Crédit Agricole S.A. 27 th resolution (Approval of the cap on total variable compensation of executive employees within the meaning of Article L of the French Monetary and Financial Code and the categories of staff identified within the meaning of Article L of the French Monetary and Financial Code) The General Meeting of Shareholders, acting within the quorum and majority required by Article L of the French Monetary and Financial Code, after reviewing the report of the Board of Directors, approves, for executive employees within the meaning of Article L of the French Monetary and Financial Code and categories of staff identified within the meaning of Article L of the French Monetary and Financial Code, including risk takers, persons in oversight positions, and employees who, with respect to overall income, are in the same compensation range, whose professional activities have a material impact on the risk profile of the Company or the Group, the limit on the variable compensation for the 2016 financial year at a maximum of 200% of fixed compensation in accordance with the provisions of Article L of the French Monetary and Financial Code, with the power to apply the discount rate provided for in Article L of the French Monetary and Financial Code. 28 th to 30 th r esolutions APPROVAL OF THE PRINCIPLES FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE ELEMENTS MAKING UP THE TOTAL COMPENSATION THAT MAY BE AWARDED TO EACH EXECUTIVE CORPORATE OFFICER Explanatory Through the 28 th to the 30 th resolutions, and pursuant to Article L of the French Commercial Code, the Board of Directors hereby submits for the approval of the General Meeting of Shareholders, the principles and criteria that apply to determining, distributing, and allocating the elements making up the fixed, variable, and exceptional compensation and benefits of any nature that may be attributed to Mr Dominique Lefebvre, Mr Philippe Brassac, and Mr Xavier Musca, due to their respective duties as Chairman of the Board of Directors, Chief Executive Officer, and Deputy Chief Executive Officer for the 2017 financial year, making up the compensation policy affecting them. These principles and criteria, chosen by the Board of Directors upon the recommendation of the Compensation Committee, are presented in the detailed report on compensation attached to the report mentioned in Articles L and L of the French Commercial Code, presented in the registration document. Pursuant to Article L of the French Commercial Code, the amounts resulting from the implementation of these principles and criteria will be submitted to shareholders for approval during the General Meeting of Shareholders held to approve the financial statements for the 2017 financial year. We recommend that you approve the principles and criteria as detailed in the tables presenting these elements and set out in this meeting notice (pages 28 to 31) and in the registration document, beginning on page 171, under Compensation Policy in the chapter on Governance. 28 th resolution (Approval of the principles and criteria for determining, distributing and allocating the elements making up the total compensation and benefits of any nature that may be attributed for financial year 2017 to Mr Dominique Lefebvre, Chairman of the Board of Directors) The General Meeting of Shareholders, acting within the quorum and majority required for Ordinary Shareholders Meetings, having reviewed the report of the Board of Directors and the detailed report on the elements of compensation, pursuant to Article L of the French Commercial Code, approves the principles and criteria for determining, distributing and allocating the elements making up the total compensation and benefits of any nature that may be CRÉDIT AGRICOLE S.A. MEETING NOTICE

50 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders attributed for the 2017 financial year to Mr Dominique Lefebvre due to his position as Chairman of the Board of Directors, as presented in the Company s 2016 registration document, under Compensation Policy in Chapter 3, Corporate Governance, in the paragraph Principles and criteria for the calculation, apportionment and award of items of compensation in respect of 2017 to each Executive Corporate Officer of the Company subject to shareholder approval. 29 th resolution (Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements making up the total compensation and benefits of any nature that may be attributed for the year 2017 to Mr Philippe Brassac, Chief Executive Officer) The General Meeting of Shareholders, acting within the quorum and majority required for Ordinary Shareholders Meetings, having reviewed the report of the Board of Directors and the detailed report on the elements of compensation, pursuant to Article L of the French Commercial Code, approves the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements making up the total compensation and benefits of any nature that may be attributed for the 2017 financial year to Mr Philippe Brassac, due to his position as Chief Executive Officer, as presented in the Company s 2016 registration document, under Compensation Policy in Chapter 3, Corporate Governance, in the paragraph Principles and criteria for the calculation, apportionment and award of items of compensation in respect of 2017 to each Executive Corporate Officer of the Company subject to shareholder approval. 30 th resolution ( Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements making up the total compensation and benefits of any nature that may be attributed for the year 2017 to Mr Xavier Musca, Deputy Chief Executive Officer) The General Meeting of Shareholders, acting within the quorum and majority required for Ordinary Shareholders Meetings, having reviewed the report of the Board of Directors and the detailed report on the elements of compensation, pursuant to Article L of the French Commercial Code, approves the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements making up the total compensation and benefits of any nature that may be attributed for the 2017 financial year to Mr Xavier Musca due to his position as Deputy Chief Executive Officer, as presented in the Company s 2016 registration document, under Compensation Policy in Chapter 3, Corporate Governance, in the paragraph Principles and criteria for the calculation, apportionment and award of items of compensation in respect of 2017 to each Executive Corporate Officer of the Company subject to shareholder approval. 31 st r esolution AUTHORISATION TO BUY BACK SHARES Explanatory The 31 st resolution asks you to renew the authorisation given to the Board of Directors for the Company to purchase or to arrange for the purchase of its own shares. Main characteristics: securities involved: ordinary shares; maximum percentage of capital repurchase authorised: 10% of the total number of shares making up the share capital at 31 December 2016, i.e., for reference, 284,610,452 shares; maximum overall amount of the programme: 4.83 billion; maximum unit price: 24. The objectives of the share buyback programme are explained in detail in the text of the resolution and in the description of the programme, available on the Company s website at The description of transactions performed on ordinary shares in 2016 and authorised by the General Meeting of Shareholders of 19 May 2016 can be found in the management report contained in the registration document published on the Company s website at 31 st resolution (Authorisation to be given to the Board of Directors to purchase or to arrange for the purchase of the Company s ordinary shares) The General Meeting of Shareholders, acting within the quorum and majority required for Ordinary General Meetings, after reviewing the report of the Board of Directors, authorises the Board of Directors, which may further delegate such authority as provided by law, to purchase or to arrange for the purchase of the Company s ordinary shares in accordance with the provisions of Articles L et seq. of the French Commercial Code. This authorisation, which supersedes that granted by the 32 nd resolution of the Ordinary General Meeting of 19 May 2016 and renders ineffective the unused portion, is given to the Board of Directors until the date if its renewal by an Ordinary General Meeting of Shareholders and in any event, for a maximum period of eighteen (18) months as from the date of this General Meeting of Shareholders. The purchases of the Company s ordinary shares carried out by the Board of Directors pursuant to this authorisation may not, under any circumstances, result in the Company holding more than 10% of the ordinary shares representing its share capital. Trading in the Company s shares under the ordinary share buyback programme established by the Company may be effected in one or more transactions and by any means authorised by the applicable regulations, on regulated markets, multilateral trading facilities, with systematic internalisers or concluded over-thecounter, in particular by block purchases or sales, through public sale or exchange offers, or through the use of forward financial instruments traded on regulated markets, multilateral trading facilities, with systemic internalisers or concluded over the counter (such as call and put options or any combination thereof) or by warrants or, more generally, by the allotment of shares resulting from the issue of securities giving rights to ordinary shares of the Company, by conversion, exchange, redemption, exercise of a warrant, either directly or indirectly through an investment service provider or in any other way, at the times that the Board of Directors or the person acting pursuant to powers delegated by the Board of Directors shall determine. It should be noted that the entire ordinary share buyback programme may be carried out through block purchases of ordinary shares. 48 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

51 PRESENTATION OF DRAFT RESOLUTIONS At the Ordinary General Meeting of Shareholders The number of ordinary shares purchased by the Board of Directors under this authorisation may not exceed 10% of the total number of ordinary shares that make up the share capital on the date that these purchases are made, i.e., by way of reference, a ceiling of 284,610,452 shares as at 31 December Nevertheless, (i) the number of ordinary shares purchased by the Company to be held and delivered at a later date either as payment or in exchange for other securities in a merger, spin-off or asset transfer may not exceed 5% of the Company s ordinary shares and (ii) when the shares are purchased to guarantee liquidity under the conditions defined by the general regulations of the Autorité des marchés financiers, the number of shares taken into account in calculating the above-mentioned 10% limit corresponds to the number of shares bought minus the number of shares sold during the term of this authorisation. The Board of Directors shall ensure that these buybacks are carried out in accordance with regulatory requirements as set by law and the European Central Bank. Such shares may not be purchased at a price higher than 24 per share (or the equivalent value of this amount at the same date in any other currency). It is however specified that in the event of transactions on the Company s share capital or equity, in particular a change in the nominal, a capital increase through the incorporation of reserves, profits or issue premiums, ordinary shares awarded at no cost, the split or reverse split of ordinary shares, amortisation of equity or distribution of reserves or any other assets, the General Meeting of Shareholders grants the Board of Directors the power to adjust the above-mentioned maximum purchase price to take into consideration the impact of these transactions on the value of the ordinary shares. In any event, the Company is only authorised to use a maximum of 4.83 billion (or the equivalent value of this amount on the same date in another currency) to buy back ordinary shares under this resolution. This authorisation is intended to allow the Company to buy back or arrange to buy back ordinary shares for any purpose that has been authorised or may be authorised under applicable laws and regulations. In particular, the Company may use this authorisation: a. for the implementation of Company stock option plans as per the provisions of Articles L et seq. of the French Commercial Code or any similar plan to all (or some) of the Company s employees and/or to all (or some) of the eligible Corporate Officers of the Company or the companies or economic interest groupings affiliated with it, now or in the future, as defined by Article L of the French Commercial Code; b. to allot or transfer ordinary shares to eligible Corporate Officers, employees and former employees of the Company or the Group, or to certain categories thereof, as part of an employee profit-sharing scheme or Company or Group saving plan (or related plan), as provided for by law; c. to grant free shares under the free share award provision of Articles L et seq. of the French Commercial Code to employees and/or eligible Corporate Officers or certain categories of them, of the Company and/or companies and economic interest groups with ties to said entities under the conditions defined in Article L of the French Commercial Code; d. more generally, to fulfil the obligations related to programs for the allocation of ordinary shares to employees or Corporate Officers of the Company or to a related company, especially in the context of the variable compensation of the members of the professional staff of financial markets whose activities have a material impact on the risk exposure of the Company, with such allocations being conditional upon the staff in question achieving certain performance conditions; e. to ensure the coverage and deliver the shares during the exercise of the rights attached to securities giving access to ordinary shares of the Company; f. to ensure that the secondary market or the liquidity of ordinary shares is supported by an investment service provider through a market-making agreement, in compliance with market practices as approved by the French financial markets authority (Autorité des marchés financiers); g. to proceed with the full or partial cancellation of the purchased ordinary shares. This programme is also intended to enable the implementation of all market practices that could be permitted by the Autorité des marchés financiers, and more generally, the implementation of any other transaction compliant with applicable regulations. In this case, the Company will notify its shareholders by way of a press release. The transactions performed by the Board of Directors by virtue of this authorisation may occur at any time, within the limits authorised by the legal and regulatory provisions in effect, except in the event of the filing of a public offer by a third party for the shares of Crédit Agricole S.A., and this, until the end of the offer period. The General Meeting of Shareholders fully empowers the Board of Directors, which may further delegate such powers as permitted by law, to decide to implement this authorisation and to set the terms and conditions pursuant to law and the terms of this resolution and, notably, to place any stock market orders, sign all deeds, conclude all agreements, allocate or transfer the shares acquired to the purposes specified, determine the terms and conditions to be followed to safeguard the rights of holders of securities giving access to the share capital or other rights giving access to the share capital, if applicable, pursuant to law, regulation and contractual agreements providing for other adjustment scenario, make any declarations and carry out any formalities, particularly with the European Central Bank and the AMF and, in general, take any necessary steps to implement the resolution. CRÉDIT AGRICOLE S.A. MEETING NOTICE

52 PRESENTATION OF DRAFT RESOLUTIONS At the Extraordinary General Meeting of Shareholders AT THE E XTRAORDINARY G ENERAL M EETING OF S HAREHOLDERS 32 nd r esolution CANCELLATION OF SHARES PURCHASED BY THE COMPANY THROUGH A CAPITAL REDUCTION Explanatory In the 32 nd resolution the General Meeting of Shareholders is asked to authorise the Board of Directors to cancel, all at once or on several occasions, all or part of the shares purchased through the share repurchase programme, under certain conditions. This authorisation will be effective for a period of 24 months and will take the place of the authorisation granted by the 25 th resolution of the General Meeting of Shareholders of 20 May 2015, rendering it null and void where applicable for the portion thereof that has not yet been used. 32 nd resolution (Authorisation to the Board of Directors to reduce the share capital by cancelling ordinary shares) The General Meeting of Shareholders, acting within the quorum and majority required for Extraordinary General Meetings, having reviewed the Board of Directors report and the Statutory Auditors special report, in accordance with the provisions of Articles L et seq. of the Commercial Code, authorises the Board of Directors: 1. to cancel all or part of the ordinary shares acquired by the Company, all at once or on several occasions, at its sole discretion, at the times and according to the methods that it shall determine, within a limit of 10% of the share capital for each period of twenty-four (24) months beginning from the date of this Meeting, on the understanding that this limit applies to an amount of the share capital of the Company that, where applicable, will be adjusted to take into consideration transactions affecting the share capital after this General Meeting; 2. to make corresponding reductions to the share capital. This authorisation is granted for a period of twenty-four (24) months from the date of this Meeting. It takes the place of the authorisation granted by the 25 th resolution of the Extraordinary General Meeting of 20 May 2015, rendering it null and void where applicable for the portion thereof that has not yet been used. This authority is granted to the Board of Directors, which may further delegate such authority, in order to perform all acts, formalities or declarations to cancel the shares, to render the reduction(s) of capital firm and final, and to take note of the performance thereof, to allocate the difference between the repurchase value of the cancelled shares and the nominal value to any premiums and available reserves of its choosing, to allocate the portion of legal reserves that has been made available as a consequence of the capital reduction, to proceed to make the corresponding changes to the Articles of Association, and more generally, to do all that is necessary. 33 rd resolution POWERS TO CARRY OUT FORMALITIES Explanatory The 33 rd resolution is a standard resolution that allows all legal filing or publication formalities required by law to be completed after the General Meeting of Shareholders. 33 rd resolution (Powers to carry out formalities) The General Meeting of Shareholders, acting within the quorum and majority required for Ordinary General Meetings, hereby fully empowers the bearer of an original, copy or excerpt of the minutes of this Combined Ordinary and Extraordinary General Meeting to complete any legal filing or publication formalities pertaining to or resulting from the decisions taken in the aforementioned resolutions and/or any additional resolutions. 50 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

53 TABLE SUMMARISING AUTHORISATIONS IN FORCE AND THE USE MADE THEREOF DURING 2016 Table summarising authorisations in force granted by the General Meeting of Shareholders to the Board of Directors and use made of such authorisations during the year (information required by Order no of 24 June 2004 reforming the system applicable to negotiable securities): Type of authorisation Purpose of authorisation Validity of authorisation Ceiling Use during 2016 Share buyback Buying Crédit Agricole S.A. ordinary shares. General Meeting of Shareholders of 19/05/ nd resolution Valid for a term of 18 months Comes into force on 19/05/2016 Expires on 19/11/ % of the ordinary shares in the share capital See detailed information Capital increase by means of the issue of ordinary shares Share capital increase by issuance of ordinary shares and/or any other negotiable securities giving access to the ordinary shares, with pre-emptive subscription rights. Share capital increase by issuing ordinary shares and/or securities granting rights to ordinary shares, without pre-emptive subscription rights, in situations other than public offerings. Share capital increase by issuing ordinary shares and/or securities granting rights to ordinary shares, without pre-emptive subscription rights, in the case of a public offering. Increase the amount of the initial issue, in the event of an issue of ordinary shares and/or securities granting rights to ordinary shares, with or without pre-emptive subscription rights, approved pursuant to the 33 rd, 34 th, 35 th, 37 th, 38 th, 41 st and 42 nd resolutions. Issue ordinary shares and/or other securities granting rights to ordinary shares, without pre-emptive subscription rights, in consideration for asset transfers to the Company, consisting of equity securities or other securities granting rights to the share capital, other than through a public exchange offer. Determine the issue price of the ordinary shares as part of the redemption of coco contingent capital instruments (at a level at least equal to the weighted average price of the last three stock market trading days prior to the issue of the contingent capital instruments, less a discount of up to 50% where applicable) up to an annual maximum of 10% of the share capital. Limit authorisations to issue securities with or without pre-emptive subscription rights as a result of the adoption of the 24 th to 28 th resolutions. Increase the share capital by capitalisation of reserves, earnings, share premiums or other items. General Meeting of Shareholders of 19/05/ rd resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ th resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ th resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ th resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ th resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ th resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ th resolution General Meeting of Shareholders of 19/05/ th resolution Valid for a term of 26 months Expires on 19/07/ billion 7.9 billion in respect of debt securities These ceilings are subject to those in the 34 th, 35th and 37 th resolutions 792 million 5 billion in respect of debt securities These ceilings are subject to the one in the 33 rd resolution 792 million 5 billion in respect of debt securities These ceilings are subject to the one in the 33 rd resolution Subject to the ceilings set by the 33 rd, 34 th, 35 th, 37 th, 38 th, 41 st and 42 nd resolutions. Up to 10% of the share capital, this ceiling being subject to the one set in the 35 th resolution 3 billion The total nominal amount cannot exceed 10% of the share capital in any 12 month period. This ceiling is subject to the one in the 34 th or 35 th resolution Nominal amount of the capital increase approved pursuant to the 33 rd to 37 th resolutions 1 billion, independent and separate ceiling None None None None None None None None CRÉDIT AGRICOLE S.A. MEETING NOTICE

54 TABLE SUMMARISING AUTHORISATIONS IN FORCE AND THE USE MADE THEREOF DURING 2016 Type of authorisation Purpose of authorisation Validity of authorisation Ceiling Use during 2016 Transaction reserved for employees Cancellation of shares Increase the share capital by issuing ordinary shares, without pre-emptive subscription rights, reserved for Crédit Agricole Group employees who subscribe to a Company savings scheme. Increase the share capital by issuing ordinary shares, without pre-emptive subscription rights, reserved for Crédit Agricole International Employees. Award performance shares, whether already issued or to be issued, to eligible employees or Corporate Officers. Cancel shares acquired under the share buyback programme. General Meeting of Shareholders of 19/05/ st resolution Valid for a term of 26 months Expires on 19/07/2018 General Meeting of Shareholders of 19/05/ nd resolution Valid for a term of 18 months Expires on 19/11/2017 General Meeting of Shareholders of 19/05/ rd resolution Valid for a term of 24 months Expires on 19/05/2018 General Meeting of Shareholders of 20/05/ th resolution Valid for a term of 24 months Expires on 20/05/ million Autonomous and distinct from other ceilings on capital increases 50 million Autonomous and distinct from other ceilings on capital increases 0.20% of the share capital at the date of the Board s decision to award the shares 10% of the total number of shares in each 24-month period Issuance of 34,204,962 new shares with a par value of 3 Completed on 16/12/2016 Issuance of 2,608,749 new shares with a par value of 3 Completed on 16/12/2016 None None 52 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

55 DOCUMENT AND INFORMATION REQUEST FORM Request form to be returned to: Ordinary and Extraordinary General Meeting 24 May 2017 Centre International de Congrès, boulevard Heurteloup, Tours CACEIS Corporate Trust Relation Investisseurs Crédit Agricole S.A. 14 rue Rouget-de-Lisle ISSY-LES-MOULINEAUX Cedex 9 Mr/Mrs/Ms Surname:... First name:... Address:... Postal code:...city:...country:... Holding shares in Crédit Agricole S.A.: registered bearer, account with (1)... Holding units: owner of shares of the FCPE Crédit Agricole Classique Wishes to receive documents and information itemised in Article R of the French Commercial Code, for the above-mentioned meeting pursuant to the provisions of Article R of same. Signed in:..., on: Signature NB: in accordance with the provisions of Article R of the French Commercial Code, shareholders or unitholders may, by submitting a single request, ask the Company to dispatch, for all subsequent Shareholders General Meetings, the documents and information itemised in Article R of same. [If you wish to request these documents, please fill in the form below]. Surname...First name:... Address: Postal code: City... Country:... Please write in block capitals and return the form in its entirety. This form will be used to dispatch the documents you have requested. (1) Name of the financial institution holding the shares in account. CRÉDIT AGRICOLE S.A. MEETING NOTICE

56 NOTES 54 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017

57 KEEP INFORMED WEBSITE GENERAL MEETING OF SHAREHOLDERS FIND US ON SOCIAL NETWORKS Credit_Agricole YOUTUBE Groupe Crédit Agricole channel/ucui3pgmquzgac_ b9jf6ioka LINKEDIN Groupe Crédit Agricole company-beta/7467 WEBCAST CRÉDIT AGRICOLE S.A. MEETING NOTICE

58 PUBLICATIONS REFERENCE DOCUMENT 2016 INTEGRATED REPORT KEY FIGURES 2016 GUIDE DE L ACTIONNAIRE 2017 Only in French GUIDE DE L ASSEMBLÉE GÉNÉRALE 2017 Only in French GUIDE DU NOMINATIF 2017 Only in French LETRRE ACTIONNAIRES 2017 Only in French OFFRE DU CLUB 2017 Only in French 56 CRÉDIT AGRICOLE S.A. MEETING NOTICE 2017