Bond BPCe 8.5% ( FR0013469293 ) in ZAR

BPCe

100 % ⇌

France

FR0013469293 ( in ZAR )

8.5% per year ( payment 1 time a year)

23/12/2026

Prospectus brochure of the bond BPCE FR0013469293 en ZAR 8.5%, maturity 23/12/2026

5 000 000 ZAR

140 000 000 ZAR

23/12/2025 ( In 96 days )

BPCE is France's second-largest banking group, a cooperative network formed from the merger of the Banques Populaires and Caisses d'Epargne, providing a comprehensive range of retail banking, asset management, and insurance services.

The Bond issued by BPCe ( France ) , in ZAR, with the ISIN code FR0013469293, pays a coupon of 8.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 23/12/2026

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes, taking into account the five
categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only,
each as defined in Directive 2014/65/EU, as amended ("MiFID II"); and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 19 December 2019

BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2019-58
TRANCHE NO: 1
ZAR 140,000,000 Fixed Date Notes due 23 December 2026
(the "Notes")

Dealer
Mizuho International plc

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PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the base prospectus dated 21 November 2019 which received approval number
n°19-539 from the Autorité des marchés financiers (the "AMF") on 21 November 2019 (the "Base
Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Regulation.
This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus
Regulation and must be read in conjunction with such Base Prospectus in order to obtain all the relevant
information. The Base Prospectus is available for viewing at the office of the Fiscal Agent or each of the
Paying Agents and on the website of the AMF (www.amf-france.org) and copies may be obtained from BPCE,
50 avenue Pierre Mendès-France, 75013 Paris, France.

1 Issuer:
BPCE
2
(i) Series Number:
2019-58

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
South African Rand ("ZAR")
4
Aggregate Nominal Amount:

(i) Series:
ZAR 140,000,000

(ii) Tranche:
ZAR 140,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
ZAR 5,000,000
7
(i) Issue Date:
23 December 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
8.5 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
23 December 2026
10 Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their nominal amount
11 Change of Interest Basis:
Not Applicable
12 Put/Call Options:
Not Applicable
13 (i) Status of the Notes:
Senior Preferred Notes

(ii) Dates of the corporate authorisations for
Decision of the Directoire of the Issuer dated 2 April
issuance of Notes obtained:
2019 and of Mr. Jean-Philippe Berthaut, Head of
Group Funding dated 11 December 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
8.5 per cent. per annum payable annually in arrear on
each Interest Payment Date commencing on 23
December 2020
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(ii) Interest Payment Date(s):
23 December in each year commencing on 23
December 2020 up to and including the Maturity Date

(iii) Fixed Coupon Amount:
ZAR 425,000 per Note of ZAR 5,000,000 Specified
Denomination

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
30/360

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
Not Applicable

(viii) Payments on Non-Business Days
As per Conditions
15 Floating Rate Note Provisions
Not Applicable
16 Zero Coupon Note Provisions
Not Applicable
17 Inflation Linked Interest Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18 Call Option
Not Applicable
19 Put Option
Not Applicable
20 MREL/TLAC Disqualification Event Call
Applicable
Option:
21 Final Redemption Amount of each Note
ZAR 5,000,000 per Note of ZAR 5,000,000 Specified
Denomination
22 Inflation Linked Notes Provisions relating
Not Applicable
to the Final Redemption Amount:
23 Early Redemption Amount

(i) Early Redemption Amount(s) of each
ZAR 5,000,000 per Note of ZAR 5,000,000 Specified
Senior Note payable on redemption
Denomination
upon
the
occurrence
of
an
MREL/TLAC Disqualification Event
(Condition 6(g)), if applicable, a
Withholding Tax Event (Condition
6(i)(i)), a Gross-Up Event (Condition
6(i)(ii)) or for Illegality (Condition 6(l)):

(ii) Early Redemption Amount(s) of each
Not Applicable
Subordinated
Note
payable
on
redemption upon the occurrence of a
Capital Event (Condition 6(h), a
Withholding Tax Event (Condition
6(i)(i), a Gross-Up Event (Condition
6(i)(ii)) or a Tax Deductibility Event
(Condition 6(i)(iii)):

(iii) Redemption for taxation reasons
Yes
permitted on days others than Interest
Payment Dates (Condition 6(i)):
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(iv) Unmatured Coupons to become void
Not Applicable
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24 Form of Notes:
Dematerialised Notes

(i) Form of Dematerialised Notes:
Bearer form (au porteur)

(ii) Registration Agent:
Not Applicable

(iii) Temporary Global Certificate:
Not Applicable

(iv) Applicable TEFRA exemption:
Not Applicable
25 Financial Centre(s):
Johannesburg and TARGET
26 Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Notes (and dates on
which such Talons mature):
27 Details relating to Instalment Notes: amount
Not Applicable
of each instalment, date on which each
payment is to be made:
28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable
Applicable
French laws and regulations:
30 Consolidation provisions:
Not Applicable
31 Meeting and Voting Provisions (Condition
Contractual Masse shall apply
11):
Name and address of the initial Representative:
As per Condition 11(c)
Name and address of the alternate Representative:
As per Condition 11(c)
The Representative will receive a remuneration of
2,000 (excluding VAT) per year so long as any of the
Notes remains outstanding.

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms
Signed on behalf of BPCE
Duly represented by:

Jean-Philippe Berthaut,
Responsible Emissions Groupe

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PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading
Application has been made by the Issuer (or on its
behalf) for the Notes to be listed and admitted to trading
on Euronext Paris with effect from the Issue Date.

(ii) Estimate of total expenses related to
EUR 4,375
admission to trading:
2
RATINGS

Ratings:
Not Applicable
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer.
4
FIXED RATE NOTES AND RESETTABLE NOTES ONLY YIELD

Indication of yield:
8.5 per cent. per annum.
The yield is calculated at the Issue Date on the basis of
the Issue Price. It is not an indication of future yield.
5
OPERATIONAL INFORMATION

ISIN:
FR0013469293

Common Code:
001346929

Depositaries:

(i) Euroclear France to act as Central
Yes
Depositary:

(ii) Common Depositary for Euroclear and
No
Clearstream:

Any clearing system(s) other than Euroclear
Not Applicable
and Clearstream and the relevant
identification number(s):

Delivery:
Delivery against of payment

Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
6
DISTRIBUTION

(i) Method of distribution:
Non-syndicated

(ii) If syndicated:

(a) Names of Managers:
Not Applicable

(b) Stabilising Manager(s) if any:
Not Applicable

(iii) If non-syndicated, name and address of
Mizuho International plc
Dealer:
Mizuho Hose
30 Old Bailey
London EC4M 7AU
United Kingdom
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(iv) Prohibition of Sales to EEA Retail
Not Applicable
Investors:

(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes;

(Categories of potential investors to
TEFRA not applicable

which the Notes are offered):

A33077306