Bond BPCe 0.3% ( FR0013487030 ) in JPY

BPCe

100 % ⇌

France

FR0013487030 ( in JPY )

0.3% per year ( payment 1 time a year)

27/02/2030

Prospectus brochure of the bond BPCE FR0013487030 en JPY 0.3%, maturity 27/02/2030

100 000 000 JPY

6 000 000 000 JPY

27/02/2026 ( In 162 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 JPY, with the ISIN code FR0013487030, pays a coupon of 0.3% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/02/2030

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 25 February 2020

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

SERIES NO: 2020-06
TRANCHE NO: 1
JPY 6,000,000,000 0.30 per cent. Senior Preferred Notes due 27 February 2030 (the "Notes")

Dealer
Citigroup

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") and the supplement to the Base Prospectus dated 18 February 2020 which received approval
number n°20-044 from the AMF (the "Supplement(s)"), which together constitute 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 as so supplemented in order to obtain
all the relevant information. The Base Prospectus and the Supplement are 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:
2020-06

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Japanese Yen ("JPY")
4
Aggregate Nominal Amount:

(i) Series:
JPY 6,000,000,000

(ii) Tranche:
JPY 6,000,000,000
5
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
JPY 100,000,000
7
(i) Issue Date:
27 February 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
0.30 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
27 February 2030
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
Decision of the Directoire of the Issuer dated
for issuance of Notes obtained:
2 April 2019 and decision of Jean-Philippe Berthaut,
Responsable Emissions Groupe, dated 18 February
2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable

(i) Rate(s) of Interest:
0.30 per cent. per annum payable in arrear on each
Interest Payment Date

(ii) Interest Payment Date(s):
27 February in each year adjusted in accordance with
the Business Day Convention specified below
commencing on 27 February 2021 up to and including
the Maturity Date

(iii) Fixed Coupon Amount(s):
JPY 300,000 per Note of JPY 100,000,000 Specified
Denomination

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
30/360, unadjusted

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
27 February in each year

(viii) Business Day Convention
Following Business Day Convention

(ix) Party responsible for calculating
Not Applicable
Interest Amounts (if not the Calculation
Agent)

(x) 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
JPY 100,000,000 per Note of JPY 100,000,000
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
JPY 100,000,000 per Note of JPY 100,000,000
Senior Note payable on redemption
Specified 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)):

(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):
London, TARGET and Tokyo

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
EUR 2,000 (excluding VAT) per year so long as any of
the Notes is 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, Head of Group Funding

............................................

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 6,750.00
admission to trading:
2
RATINGS

Ratings:
The Notes to be issued are expected to be rated:
S&P: A+
S&P is established in the European Union and
registered under Regulation (EC) No 1060/2009, as
amended.
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:
0.30 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:
FR0013487030

Common Code:
212504874

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 free 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
Not Applicable
Dealer:

(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):