Bond BPCe 3.57% ( FR00140009L9 ) in CNH

BPCe

100 % ⇌

France

FR00140009L9 ( in CNH )

3.57% per year ( payment 1 time a year)

27/10/2030

Prospectus brochure of the bond BPCE FR00140009L9 en CNH 3.57%, maturity 27/10/2030

1 000 000 CNH

325 000 000 CNH

27/10/2025 ( In 87 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.

This financial article describes a bond, ISIN FR00140009L9, issued from France by BPCE, a prominent French banking group formed from the merger of Groupe Caisse d'Épargne and Groupe Banque Populaire and recognized as one of the country's largest financial institutions, which is currently priced at 100% of its nominal value in the market, denominated in CNH, offering an annual interest rate of 3.57%, maturing on October 27, 2030, as part of a total issuance of CNH 325,000,000, with a minimum acquisition size set at CNH 1,000,000.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of [the/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.

2

Final Terms dated 23 October 2020

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

SERIES NO: 2020-46
TRANCHE NO: 1
CNH 325,000,000 3.57 per cent. Senior Preferred Notes due 27 October 2030 (the "Notes")

Dealer
HSBC

3

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, the fifth supplement
to the Base Prospectus dated 11 August 2020 which received approval number n°20-389 from the AMF and
the sixth supplement to the Base Prospectus dated 23 September 2020 which received approval number n°20-
472 from the AMF (together, the "Supplements"), 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 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:
2020-46

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

(i) Series:
CNH 325,000,000

(ii) Tranche:
CNH 325,000,000
5 Issue Price:
100 per cent. of the Aggregate Nominal Amount
6 Specified Denomination(s):
CNH 1,000,000
7 (i) Issue Date:
27 October 2020

(ii) Interest Commencement Date:
Issue Date
8 Interest Basis:
3.57 per cent. per annum Fixed Rate
(further particulars specified below)
9 Maturity Date:
27 October 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:
24 March 2020 and decision of Mr. Jean-Philippe
BERTHAUT, Responsable Emissions Groupe of the
Issuer, dated 16 October 2020
2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable

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

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

(iii) Fixed Coupon Amount:
CNH 35,700 per Note of CNH 1,000,000 Specified
Denomination

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Act/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 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
CNH 1,000,000 per Note of CNH 1,000,000
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
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
3

6(i)(ii)) or for Illegality (Condition CNH 1,000,000 per Note of CNH 1,000,000
6(l)):
Specified Denomination

(ii) Early Redemption Amount(s) 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(s):
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
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.
4

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

5

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 "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 YIELD

Indication of yield:
3.57 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:
FR00140009L9

Common Code:
224909667

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

(ii) If syndicated:
Not Applicable

(iii) If non-syndicated, name and address of HSBC Bank plc
Dealer:
8 Canada Square
London E14 5HQ
United Kingdom
6

(iv) Prohibition of Sales to EEA and UK
Retail Investors:
Not Applicable

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

are offered):

7