Obligation BPCe 0.5% ( FR0013534674 ) en EUR

BPCe

96.51 % ▲

France

FR0013534674 ( en EUR )

0.5% par an ( paiement annuel )

14/09/2027

Prospectus brochure de l'obligation BPCE FR0013534674 en EUR 0.5%, échéance 14/09/2027

15/09/2025 ( Dans 129 jours )

BPCE est un groupe bancaire coopératif français, deuxième acteur bancaire en France, composé notamment des réseaux bancaires Caisse d'Epargne et Banque Populaire.

L'Obligation émise par BPCe ( France ) , en EUR, avec le code ISIN FR0013534674, paye un coupon de 0.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/09/2027

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 11 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: 2020-40
TRANCHE NO: 1
Euro 1,250,000,000 Callable Fixed/Floating Rate Senior Non-Preferred Notes due September 2027
(the "Notes")

Lead Manager and Sole Bookrunner
Natixis

Joint Lead Managers
Bankinter
Nomura
RBC Capital Markets

Co-Lead Manager
KBC Bank

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:
2020-40

(ii) Tranche Number:
1
3

Specified Currency or Currencies:
Euro ("EUR")
4

Aggregate Nominal Amount:

(i)
Series:
EUR 1,250,000,000

(ii) Tranche:
EUR 1,250,000,000
5

Issue Price:
99.214 per cent. of the Aggregate Nominal Amount
6

Specified Denomination:
EUR 100,000
7

(i)
Issue Date:
15 September 2020

(ii) Interest Commencement Date:
Issue Date
8

Interest Basis:
Fixed/Floating Rate
(further particulars specified below)
9

Maturity Date:
Specified Interest Payment Date falling on or
nearest to 15 September 2027
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:
Applicable
(further particulars specified in paragraphs 14 and
15 below)
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12 Put/Call Options:
Issuer Call
(further particulars specified below)
13 (i) Status of the Notes:
Senior Non-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. Roland
Charbonnel, Directeur des Emissions et de la
Communication
Financière,
dated
9 September 2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
From (and including) the Interest Commencement
Date to (but excluding) the Optional Redemption
Date (the "Fixed Rate Period")

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

(ii) Interest Payment Date(s):
15 September in each year commencing on
15 September 2021 up to (and including) the
Optional Redemption Date

(iii) Fixed Coupon Amount:
EUR 500 per Note of EUR 100,000 Specified
Denomination

(iv) Broken Amount:
Not Applicable

(v) Day Count Fraction:
Actual/Actual (ICMA), Unadjusted

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
15 September in each year

(viii) Payments on Non-Business Days:
As per the Conditions
15 Floating Rate Note Provisions:
From (and including) the Optional Redemption
Date to (but excluding) the Maturity Date (the
"Floating Rate Period")

(i)
Interest Periods:
The period beginning on (and including) the
Optional Redemption 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:
15 December 2026, 15 March 2027, 15 June 2027
and 15 September 2027, all such dates being subject
to adjustment in accordance with the Business Day
Convention set out in (iv) below

(iii) First Interest Payment Date:
15 December 2026, subject to adjustment in
accordance with the Business Day Convention set
out in (iv) below

(iv) Business Day Convention:
Following Business Day Convention
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(v) Interest Period Date:
Not Applicable

(vi) Business Centre(s):
Not Applicable

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

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

(ix) Screen Rate Determination:
Applicable

-
Reference Rate:
Three (3) month EURIBOR

-
Interest Determination Date:
Two (2) TARGET Business Days prior to the first
day of each Interest Accrual Period

-
Relevant Screen Page:
Reuters EURIBOR01

-
Relevant Screen Page Time:
11.00 a.m. (Brussels time)

(x) FBF Determination:
Not Applicable

(xi) ISDA Determination:
Not Applicable

(xii) Margin(s):
+1.00 per cent. per annum

(xiii) Minimum Rate of Interest:
0.00 per cent. per annum

(xiv) Maximum Rate of Interest:
Not Applicable

(xv) Day Count Fraction:
Actual/360, Adjusted
16 Zero Coupon Note Provisions:
Not Applicable
17 Inflation Linked Interest Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18 Call Option:
Applicable

(i)
Optional Redemption Date:
15 September 2026

(ii) Optional Redemption Amount(s) of each
Note:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination

(iii) If redeemable in part:
Not Applicable

a) Minimum Redemption Amount to be
redeemed:
Not Applicable

b) Maximum Redemption Amount to be
redeemed:
Not Applicable

(iv) Notice period:
As per Condition 6(c)
19 Put Option:
Not Applicable
20 MREL/TLAC Disqualification Event Call
Option:
Applicable
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21 Final Redemption Amount of each Note:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
22 Inflation Linked Notes Provisions relating to
the Final Redemption Amount:
Not Applicable
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(1)):
EUR 100,000 per Note of EUR 100,000 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 in respect of the Fixed Rate Period
No in respect of the Floating Rate Period

(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):
Not Applicable
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
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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.

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

Roland CHARBONNEL, Directeur des Emissions et de la Communication Financière
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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 5,700
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Fitch: A

Moody's Investor Services: Baa2
S&P: A-
Each of Fitch, Moody's Investor Services and S&P are established in
the European Union and/or the United Kingdom 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
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
The net proceeds of the issue of the Notes will be used for the Issuer's
general corporate purposes.

(ii)
Estimated net proceeds:
EUR 1,236,800,000
5
YIELD
Indication of yield:
0.634 per cent. per annum up to the Optional Redemption Date
(excluded)
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
6
PERFORMANCE OF RATES
Details of performance of EURIBOR rates can be obtained free of charge, from Reuters Screen EURIBOR01.
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7
BENCHMARK
Benchmarks:
Amounts payable under the Notes will be calculated by reference to
EURIBOR which is provided by the European Money Markets
Institute ("EMMI"). As at 11 September 2020, 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).
8
OPERATIONAL INFORMATION
ISIN:
FR0013534674
Common Code:
223122485
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 against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
9
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii) If syndicated:

(a) Names of Managers:
Lead Manager and Sole Bookrunner
Natixis

Joint Lead Managers
Bankinter
Nomura International plc
RBC Europe Limited
Co-Lead Manager
KBC Bank NV

(b) Stabilising Manager(s) if
any:
Not Applicable
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(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(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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