Bond BPCe 4.631% ( FR0013536547 ) in EUR

BPCe

100 % ⇌

France

FR0013536547 ( in EUR )

4.631% per year ( payment 1 time a year)

28/09/2025

Prospectus brochure of the bond BPCE FR0013536547 en EUR 4.631%, maturity 28/09/2025

100 000 EUR

50 000 000 EUR

28/09/2025 ( In 10 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 EUR, with the ISIN code FR0013536547, pays a coupon of 4.631% per year.
The coupons are paid 1 time per year and the Bond maturity is 28/09/2025

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 24 September 2020

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

SERIES NO: 2020-41
TRANCHE NO: 1
EUR 50,000,000 Floating Rate Senior Preferred Notes due 28 September 2025 (the "Notes")

Dealer
COMMERZBANK Aktiengesellschaft

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 Supplement n°1 dated 18 February 2020 which received approval number n° 20-044
from the AMF on 18 February 2020, Supplement n°2 dated 3 April 2020 which received approval number
n° 20-116 from the AMF on 3 April 2020, Supplement n°3 dated 24 April 2020 which received approval
number n° 20-156 from the AMF on 24 April 2020, Supplement n°4 dated 3 June 2020 which received
approval number n° 20-236 from the AMF on 3 June 2020, Supplement n°5 dated 11 August 2020 which
received approval number n° 20-389 from the AMF on 11 August 2020, and Supplement n°6 dated 23
September 2020 which received approval number n° 20-472 from the AMF on 23 September 2020
(together the "Base Prospectus"), which 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 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:
2020-41

(ii) Tranche Number:
1

(iii) Date on which the Notes become Not Applicable
fungible:
3
Specified Currency or Currencies:
Euro ("EUR")
4
Aggregate Nominal Amount:

(i) Series:
EUR 50,000,000

(ii) Tranche:
EUR 50,000,000
5
Issue Price:
101.065 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
EUR 100,000
7
(i) Issue Date:
28 September 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Three (3) months EURIBOR + 0.70 per cent. per
annum Floating Rate
(further particulars specified below)
9
Maturity Date:
Interest Payment Date falling in or nearest to 28
September 2025
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 24
for issuance of Notes obtained:
March 2020 and decision of Mr. Jean-Philippe
Berthaut, Head of Group Funding, dated 14
September 2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions
Not Applicable

15
Floating Rate Note Provisions
Applicable

(i) Interest Period(s):
The period beginning on (and including) the Interest
Commencement Date and ending on (but excluding)
the First Interest Payment Date and each successive
period beginning on (and including) a Specified
Interest Payment Date and ending on (but excluding)
the next succeeding Specified Interest Payment Date

(ii) Specified Interest Payment Dates:
28 March, 28 June, 28 September and 28 December
in each year, subject to adjustment in accordance with
the Business Day Convention set out in (iv) below

(iii) First Interest Payment Date:
28 December 2020

(iv) Business Day Convention:
Modified Following Business Day Convention

(v) Interest Period Date:
Not Applicable

(vi) Business Centre(s):
TARGET

(vii) Manner in which the Rate(s) of Screen Rate Determination
Interest is/are to be determined:

(viii) Party responsible for calculating the Not Applicable
Rate(s) of Interest and/or Interest
Amount(s) (if not the Calculation
Agent):

(ix) Screen Rate Determination:
Applicable

Reference Rate:
3 months EURIBOR

Interest Determination Date: Two business days prior to the start of each Interest
Period

Relevant Screen Page:
Reuters Screen EURIBOR01

Relevant Screen Page Time
11:00 a.m. Frankfurt time

(x) FBF Determination
Not Applicable

(xi) ISDA Determination:
Not Applicable

(xii) Margin(s):
+ 0.70 per cent. per annum

(xiii) Minimum Rate of Interest:
Not Applicable

(xiv) Maximum Rate of Interest:
Not Applicable

(xv) Day Count Fraction:
Actual/360
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
EUR 100,000 per Note of EUR 100,000 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
Senior Note payable on redemption
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)):
EUR 100,000 per Note of EUR 100,000 Specified
Denomination

(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 No
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):
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 EUR 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, 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 EUR 4,000
toadmission to trading:
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 "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 FLOATING RATE NOTES ONLY - PERFORMANCE OF RATES

Details of performance of EURIBOR rates can be obtained free of charge, from Reuters page
EURIBOR01.
5 NOTES LINKED TO A BENCHMARK ONLY BENCHMARK

Benchmarks:
Amounts payable under the Notes will be calculated by
reference to 3 months EURIBOR which is provided by
European Money Market Institute ("EMMI"). As at the
date of these Final Terms, EMMI appears on the
register of administrators and benchmarks established
and maintained by the European Securities and Markets
Authority pursuant to Article 36 of the Benchmark
Regulation (Regulation (EU) 2016/1011) (the
"Benchmark Regulation").
6 OPERATIONAL INFORMATION

ISIN:
FR0013536547

Common Code:
223456626

Depositaries:

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

(ii) Common Depositary for Euroclear No
and Clearstream:

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

Delivery:
Delivery against payment

Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
7 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 Commerzbank Aktiengesellschaft
of Dealer:
Kaiserstraße 16 (Kaiserplatz)
60313 Frankfurt am Main (Germany)

(iv) Prohibition of Sales to EEA Retail Applicable
Investors:

(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes;
(Categories of potential investors TEFRA not applicable

to which the Notes are offered):