LCL Consent Solicitation (English)

CREDIT LYONNAIS ANNOUNCES THE CONVENING OF A GENERAL MEETING OF THE HOLDERS OF ITS

Undated participating notes issued on October 22, 1984

(ISIN: FR0000140071)

Undated subordinated notes issued on November 4, 1985

(ISIN: FR0000584997)

TO OBTAIN THEIR APPROVAL FOR THE INCLUSION OF AN EARLY REDEMPTION OPTION AT PAR, EXERCISABLE BY CREDIT LYONNAIS, IN THE TERMS AND CONDITIONS OF THE SECURITIES THEY HOLD

AND ANNOUNCES THAT IT IS CONSIDERING THE POSSIBILITY OF THE REDEMPTION OF ITS

Undated subordinated notes issued on January 5, 1987

(ISIN: FR0000165912)

Crédit Lyonnais (the “Issuer”) today announces the convening of a general meeting of holders (each a “General Meeting of Holders”):

•  of its undated participating notes (titres participatifs) issued on October 22, 1984, with an amount outstanding of approximately €60 million as of June 30, 2021 (ISIN: FR0000140071) (the “1984 TPs”); and 
•  of its undated subordinated notes issued on November 4, 1985, with an amount outstanding of approximately €61 million as of June 30, 2021 (ISIN: FR0000584997) (the “1985 TDSIs”).

Each of the General Meetings of the Holders is convened on November 15, 2021 (and in the absence of a quorum, on November 29, 2021 on second meeting), at the time indicated below, at 20 avenue de Paris, 94811 Villejuif, France :

Time of Meeting on November 15, 2021 (first meeting):

• General Meeting of 1984 TPs Holders: 9:00 am (Paris time);
• General Meeting of 1985 TSDI Holders: 10:00 am (Paris time).

Time of the meeting on November 29, 2021 (second meeting):

• General Meeting of 1984 TPs Holders: 9:00 am (Paris time);
• General Meeting of 1985 TSDI Holders: 10:00 am (Paris time).

The notices of each of the General Meetings of Shareholders (on first meeting) are attached to this press release.

The purpose of these consultations is to obtain the approval of the relevant holders for the inclusion of an early redemption option at par, exercisable by the Issuer, in the terms and conditions of the instruments they hold, as detailed in each notice of meeting.

In accordance with Articles 484 and 486 of Regulation (EU) No. 575/2013, (as amended, the “CRR”), the 1984 TPs and 1985 TSDIs will lose, as of January 1, 2022, the benefit of the grandfathering clause that allowed them to be recognized as Tier 2 capital.

If, for a given note, the proposed amendments are adopted by the relevant General Meeting of Holders on first or second meeting, Crédit Lyonnais will pay to each holder of the 1984 TPs or the 1985 TSDIs (as the case may be), a cash amount in euros equal to 0.05% of the total nominal amount of the 1984 TPs or the 1985 TSDIs (as the case may be) held by such holder, regardless of whether such holder has voted in favour of the amendments presented to the relevant General Meeting of Holders and regardless of whether he did not vote at all.

Subject to the adoption of the resolutions submitted to the vote of the holders, Crédit Lyonnais intends to exercise the early redemption options that would be introduced in the terms and conditions of the 1984 TPs and the 1985 TSDIs following these consultations. The holders of 1984 TPs or 1985 TSDIs will, as the case may be, be formally notified of the implementation of the early redemption of the notes they hold, in accordance with their terms and conditions.

In accordance with the applicable regulation, Crédit Lyonnais has requested and obtained the prior permission of the European Central bank to redeem the 1984 TPs and the 1985 TSDIs early.

For the same reasons as those set out above, Crédit Lyonnais may also decide to redeem all of its perpetual undated subordinated notes issued on January 5, 1987, of which the amount outstanding was approximately €80 million as of June 30, 2021 (ISIN: FR0000165912) (the “1987 TSDIs”), with effect from January 5, 2022, on the terms and conditions and at the price set out in the documentation of these notes. In accordance with the applicable regulation, Crédit Lyonnais has requested and obtained the prior permission of the European Central bank to redeem the 1987 TSDIs early.

For more information on Crédit Lyonnais, please visit its website: https://www.lcl.fr/decouvrir-lcl/informations-financieres.

Find all documents here.

WARNING

This press release does not constitute an offer to purchase, or the solicitation of an offer to sell, the 1984 TPs, the 1985 TSDIs or the 1987 TSDIs in the United States, Canada, Australia or Japan or in any other jurisdiction. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required to inform themselves of and observe any such restrictions.

No communication or information relating to the redemption of the 1984 TPs, the 1985 TSDIs or the 1987 TSDIs may be distributed to the public in any jurisdiction in which registration or approval is required. No action has been or will be taken in any country where such action would be required. The redemption of the 1984 TPs, the 1985 TSDIs or the 1987 TSDIs may be subject to specific legal and regulatory restrictions in certain jurisdictions. Crédit Lyonnais disclaims all liability for any violation by any person of such restrictions.

This announcement is a marketing communication; and neither this press release nor any notice or other document made public and/or delivered, or which may be made public and/or delivered to holders of the 1984 TPs, the 1985 TSDIs or the 1987 TSDIs in connection with the redemption of such instruments is or is intended to be a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”). No prospectus will be published in connection with the redemption of the 1984 TPs, the 1985 TSDIs or the 1987 TSDIs for the purposes of the Prospectus Regulation.

This press release does not and shall not under any circumstances constitute an offer of securities to the public by Crédit Lyonnais or a solicitation of the public in connection with any offer in any jurisdiction, including France.

*The ISIN number is included solely for the convenience of holders of the securities. No warranty is given as to the accuracy or correctness of the ISIN number as contained herein.