Bond BPCe 3% ( FR0013530938 ) in CNH

BPCe

100 % ⇌

France

FR0013530938 ( in CNH )

3% per year ( payment 1 time a year)

31/08/2025

Prospectus brochure of the bond BPCE FR0013530938 en CNH 3%, maturity 31/08/2025

1 000 000 CNH

70 000 000 CNH

31/08/2025 ( In 113 days )

BPCE is a French banking group formed by the merger of several regional banking networks, primarily operating through its two main subsidiaries, Banque Populaire and Caisse d'Epargne.

The Bond issued by BPCe ( France ) , in CNH, with the ISIN code FR0013530938, pays a coupon of 3% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/08/2025

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the 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 manufacturer's 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 manufacturer's target market assessment)
and determining appropriate distribution channels.

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Final Terms dated 27 August 2020

BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46

Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2020-35
TRANCHE NO: 1

CNH 70,000,000 3.00 per cent. Senior Preferred Notes due 31 August 2025 (the "Notes")

Dealer
NATIXIS

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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"), the first
supplement to the Base Prospectus dated 18 February 2020 which received approval number n°20-044 from
the AMF, the second supplement to the Base Prospectus dated 3 April 2020 which received approval number
n°20-116 from the AMF, the third supplement to the Base Prospectus dated 24 April 2020 which received
approval number n°20-156 from the AMF, the fourth supplement to the Base Prospectus dated 3 June 2020
which received approval number n°20-236 from the AMF and the fifth supplement to the Base Prospectus dated
11 August 2020 which received approval number n°20-389 from the AMF (together, the "Supplements") which
together constitute a base prospectus for the purposes of the Regulation (EU) 2017/1129 (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 Supplements 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:
2020-35

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Offshore Chinese Renminbi ("CNH")
4
Aggregate Nominal Amount:

(i) Series:
CNH 70,000,000

(ii) Tranche:
CNH 70,000,000
5
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
CNH 1,000,000
7
(i) Issue Date:
31 August 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
3.00 per cent. per annum Fixed Rate
(further particulars specified below)
9
Maturity Date:
31 August 2025
10 Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100.00 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
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
24 March 2020 and decision of Mr. Jean-Philippe
1
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BERTHAUT, Responsable Emissions Groupe of the
Issuer, dated 17 August 2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable
(i) Rate of Interest:
3.00 per cent. per annum payable in arrear on each
Interest Payment Date

(ii) Interest Payment Date:
31 August in each year commencing on 31 August
2021 up to and including the Maturity Date,
adjusted in accordance with the Business Day
Convention specified below

(iii) Fixed Coupon Amount:
CNY30,000 per Note of CNY1,000,000 Specified
Denomination

(iv) Broken Amount:
Not Applicable

(v) Date Count Fraction:
Actual/365 (Fixed)

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
Not Applicable

(viii) Business Day Convention:
Modified Following Business Day Convention
(unadjusted)

(ix) Party responsible for calculating the Not Applicable
Rate(s) of Interest and/or Interest
Amount(s) (if not the Calculation Agent):
(x) Payment on Non-Business Days:
As per the 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
Option:
Applicable
21 Final Redemption Amount of each Note:
CNH 1,000,000 per Note of CNH 1,000,000
Specified Denomination
22 Inflation Linked Notes Provisions relating to
the Final Redemption Amount:
Not Applicable
23 Early Redemption Amount:

(i) Early Redemption Amount of each Senior
Note payable on redemption upon the
occurrence
of
an
MREL/TLAC
Disqualification Event (Condition 6(g)), if
applicable, a Withholding Tax Event
2
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(Condition 6(i)(i)), a Gross-Up Event
(Condition 6(i)(ii)) or for Illegality
(Condition 6(1)):
CNH 1,000,000 per Note of CNH 1,000,000
Specified Denomination

(ii) Early Redemption Amount of each
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)):
Not Applicable

(iii) Redemption
for
taxation
reasons
permitted on days others than Interest
Payment Dates (Condition 6(i)):
Yes

(iv) Unmatured Coupons to become void upon
early redemption (Materialised Bearer
Notes only) (Condition 7(f)):
Not Applicable
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:
Hong Kong, Beijing, New York and TARGET
26 Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
27 Details relating to Instalment Notes: amount of
each instalment, date on which each payment is
to be made:
Not Applicable
28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable French
laws and regulations:
Applicable
30 Consolidation provisions:
Not Applicable
31 Meeting and Voting Provisions (Condition 11): Contractual Masse shall apply
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 remains outstanding.
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by:

Jean-Philippe BERTHAUT, Responsable 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
admission to trading:
EUR 3,850
2
RATINGS
Ratings:
The Notes to be issued have been 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 the section "Subscription and Sale" of the Base Prospectus, so far as the Issuer is aware,
no person involved in the offer of the Notes has an interest material to the offer.
4
YIELD
Indication of Yield:
3.00per 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:
FR0013530938
Common Code:
001353093
Depositaries:

(i)
Euroclear France to act as Central
Depositary:
Yes
(ii)
Common Depositary for Euroclear and
Clearstream:
No
Any clearing system(s) other than Euroclear and
Clearstream and the relevant identification
number(s):
Not Applicable
Delivery:
Delivery free of payment
Names and addresses of additional Paying Agent(s)
(if any):
Not Applicable
6
DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
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(ii) If syndicated:
Not Applicable
(iii) If non-syndicated, name and address of
Dealer:
NATIXIS
47, quai d'Austerlitz
75013 Paris
France
(iv) Prohibition of Sales to EEA and UK Retail
Investors:
Not Applicable
(v) US Selling Restrictions (Categories of
potential investors to which the Notes are
offered):

Reg. S Compliance Category 2 applies to the Notes;
TEFRA not applicable

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