Prospectus Supplement no. 3 dated 14 September 2017 to the Base Prospectus dated 10 April 2017 Crédit Agricole S.A. including acting through its London Branch Euro 75,000,000,000 Euro Medium Term Note Programme Crédit Agricole S.A., acting directly or through its London Branch (the Issuer ) has prepared this prospectus supplement no. 3 (the Prospectus Supplement no. 3 ) to the Issuer s Base Prospectus dated 10 April 2017 which has been granted the visa no. 17-149 on 10 April 2017, as supplemented by a Prospectus Supplement no. 1 dated 17 May 2017 which has been granted the visa no. 17-201 on 17 May 2017 and a Prospectus Supplement no. 2 dated 21 August 2017 which has been granted the visa no. 17-443 on 21 August 2017 (together, the Base Prospectus ) pursuant to Article 16 of the Directive 2003/71/EC, as amended (the Prospectus Directive ). This Prospectus Supplement no. 3 is supplemental to, and should be read in conjunction with, the Base Prospectus. Terms defined in the Base Prospectus shall have the same meaning when used in this Prospectus Supplement no. 3. This Prospectus Supplement no. 3, the Base Prospectus and any documents incorporated by reference herein and therein, as well as the Final Terms relating to an issue of Notes will be published on the website of the Issuer (www.credit-agricole.com) and/or on the website of the AMF (www.amf-france.org). Pursuant to Article 212-25, II of the General Regulations (Règlement Général) of the Autorité des marchés financiers and Article 16(2) of the Prospectus Directive, in the context of a public offer (offre au public), investors who have already agreed to purchase or subscribe for any Notes to be issued under the Programme before this Prospectus Supplement no. 3 is published, shall have the right, exercisable until 18 September 2017 included, to withdraw their acceptances. In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General Regulations (Règlement Général) of the Autorité des marchés financiers (the AMF ), in particular Articles 212-31 to 212-33, the AMF has granted to this Prospectus Supplement no. 3 the visa no. 17-480 on 14 September 2017. The Base Prospectus, as supplemented by this Prospectus Supplement no. 3, was prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of whether the document is complete and comprehensible and whether the information it contains is coherent. It does not imply an approval by the AMF of the opportunity of the transactions contemplated hereby nor that the AMF has verified the accounting and financial data set out in it. In accordance with Article 212-32 of the General Regulations (Règlement Général) of the AMF, any issuance or admission to trading of notes on the basis of the Base Prospectus, as supplemented by this Prospectus Supplement no. 3, shall be subject to the publication of Final Terms, as the case may be, setting out the terms of the securities being issued. ARRANGER AND DEALER Crédit Agricole CIB
TABLE OF CONTENTS UPDATE TO THE SUMMARY... 3 SUMMARY... 4 RÉSUMÉ EN FRANÇAIS... 5 RECENT DEVELOPMENTS... 6 SENIOR AND SUBORDINATED DEBT SECURITIES IN ISSUE... 7 GENERAL INFORMATION... 8 PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS SUPPLEMENT NO. 3... 9 2
UPDATE TO THE SUMMARY In order to take into account the new information published by the Issuer in respect of Crédit Agricole S.A., Crédit Agricole S.A. Group and the Crédit Agricole Group since 10 April 2017, the summary included on pages 11-57 of the Base Prospectus and the French translation of the summary (Résumé en français) included on pages 58-113 of the Base Prospectus are amended as follows. 3
SUMMARY The section Recent material events particular to the Issuer s solvency set out in Element B.13 is deleted in its entirety and replaced with the following: B.13 Recent material events particular to the Issuer s solvency On 12 September 2017, Crédit Agricole S.A. announced the disposal by Crédit Agricole Corporate & Investment Bank of a 16.2% equity stake in Banque Saudi Fransi. Completion of the transaction is still subject to regulatory approvals and is expected to occur during the second half of 2017. The disposal will have a positive impact of around 20 basis points on the fullyloaded CET1 ratio of Crédit Agricole S.A. and of around 5 basis points on the fully-loaded CET1 ratio of Crédit Agricole Group. 4
RÉSUMÉ EN FRANÇAIS La section Événements récents présentant un intérêt significatif pour l évaluation de la solvabilité de l Émetteur présentée à l Élément B.13 est supprimée dans son intégralité et remplacée comme suit : B.13 Événements récents présentant un intérêt significatif pour l évaluation de la solvabilité de l Émetteur Le 12 septembre 2017, Crédit Agricole S.A. a annoncé la cession, par sa filiale Crédit Agricole Corporate and Investment Bank, d une participation de 16,2 % dans la Banque Saudi Fransi. La réalisation de cette transaction, qui reste soumise à l'approbation des régulateurs locaux, devrait avoir lieu au cours du second semestre 2017. Cette opération aura un impact positif d environ 20 points de base sur le ratio CET1 fully-loaded de Crédit Agricole S.A. et d environ 5 points de base sur le ratio CET1 fully-loaded du Groupe Crédit Agricole. 5
RECENT DEVELOPMENTS The following paragraphs are added to the end of page 380 of the Base Prospectus in the Recent Developments section: Crédit Agricole S.A. sells a 16.2% stake in Banque Saudi Fransi to Kingdom Holding Company On 12 September 2017, Crédit Agricole S.A. announced that its subsidiary Crédit Agricole Corporate & Investment Bank S.A. (CACIB) has signed a legally binding agreement with Kingdom Holding Company (KHC), a Saudi diversified holding company which is listed on the Saudi Stock Exchange, whereby CACIB has agreed to sell a 16.2% equity stake in Banque Saudi Fransi (BSF), for a total consideration of approximately SAR 5.8bn (at a price of SAR 29.5 per share), which is approximately 1.3bn. CACIB is thereby reducing its shareholding in BSF to 14.9%. Completion of the transaction is still subject to regulatory approvals and is expected to occur during the second half of 2017. CACIB will remain opportunistic in evaluating any interest in a potential off-market disposal of a further equity stake of up to 5% in BSF provided it is on at least equally favourable terms. CACIB is committed to keeping a stake of at least 9.9% in BSF for a period ending one year after the closing of the transaction. For Crédit Agricole, which has been active in Saudi Arabia since 1949 and associated with BSF since its creation in 1977, supporting its successful and profitable growth over several decades, this disposal is aligned with its strategy to reduce the weight of its non-controlling stakes. Crédit Agricole reiterates its confidence in the future development of BSF, and looks forward to continue working with BSF as a shareholder and strategic partner, and with KHC as a new long-term shareholder of BSF. The disposal of this 16.2% stake in BSF will have a positive impact of around 20 basis points on the fully-loaded CET1 ratio of Crédit Agricole S.A. and of around 5 basis points on the fully-loaded CET1 ratio of Crédit Agricole Group. Commenting on the transaction, Jean-Yves Hocher, Chief Executive Officer of CACIB, said: Crédit Agricole has contributed over the last four decades both capital and expertise to develop BSF into one of the most successful banks in Saudi Arabia. BSF is a fully-fledged bank and a highly regarded asset and CACIB intends to remain a strategic partner going forward. Speaking on Crédit Agricole s commitment to Saudi Arabia, Jean-Yves Hocher also stated: CACIB remains highly confident in Saudi Arabia s future, in the wake of Vision 2030, and plans to further develop its direct presence and extend its activities in the country. 6
SENIOR AND SUBORDINATED DEBT SECURITIES IN ISSUE Between 31 December 2016 and 11 September 2017, the Issuer s (parent company only) debt securities in issue, for which the maturity date as of 11 September 2017 is more than one year, did not increase by more than 11,325 million, and subordinated debt securities, for which the maturity date as of 11 September 2017 is more than one year, did not increase and did not decrease by more than 1,800 million. 7
GENERAL INFORMATION The paragraphs 2 and 3 in section General Information on page 424 of the Base Prospectus are deleted in their entirety and replaced with the following: 2. There has been no significant change in the financial or trading position of the Issuer or the Crédit Agricole S.A. Group since 30 June 2017, except as disclosed in the Base Prospectus, as supplemented (including the information incorporated by reference). 3. There has been no material adverse change in the prospects of the Issuer since 31 December 2016, except as disclosed in the Base Prospectus, as supplemented (including the information incorporated by reference). 8
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS SUPPLEMENT NO. 3 Mr Aurélien Harff, Head of Medium/Long-Term Funding Desk of Crédit Agricole S.A. London Branch. Declaration by the person responsible for the Prospectus Supplement no. 3 To the best of my knowledge (having taken all reasonable care to ensure that such is the case), I hereby certify that the information contained in this Prospectus Supplement no. 3 (when read together with the Base Prospectus) is in accordance with the facts and contains no omission likely to affect its import. Crédit Agricole S.A. 12 place des Etats-Unis 92127 Montrouge Cedex France Duly represented by: Mr Aurélien Harff, Head of Medium/Long-Term Funding Desk on 14 September 2017 9