Bond BPCe 2.25% ( FR0013494606 ) in AUD

BPCe

100 % ⇌

France

FR0013494606 ( in AUD )

2.25% per year ( payment 1 time a year)

13/03/2040

Prospectus brochure of the bond BPCE FR0013494606 en AUD 2.25%, maturity 13/03/2040

200 000 AUD

35 000 000 AUD

13/03/2026 ( In 128 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 AUD, with the ISIN code FR0013494606, pays a coupon of 2.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/03/2040

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) al 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 March 2020

BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46

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

SERIES NO: 2020-11
TRANCHE NO: 1
AUD 35,000,000 Fixed Rate Senior Preferred Notes due 13 March 2040
(the "Notes")

Dealer

National Australia Bank Ltd.
"ABN 12 004 044 937", incorporated in Australia with limited liability

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 on 18 February 2020 (the "Supplement") which together constitute a base prospectus for the purposes
of 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 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:
2020-11

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Australian Dollars ("AUD")
4
Aggregate Nominal Amount:

(i)
Series:
AUD 35,000,000

(ii) Tranche:
AUD 35,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
AUD 200,000
7
(i)
Issue Date:
13 March 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
2.25 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
13 March 2040
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 for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
2 April 2019 and decision of Jean-Philippe
Berthaut, Responsable Emissions Groupe, dated 4
March 2020.
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable

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

(ii) Interest Payment Date:
13 March in each year commencing on 13
March 2021 up to and including the Maturity Date.

(iii) Fixed Coupon Amount:
Rate of Interest x Specified Denomination x Day
Count Fraction per Note of AUD 200,000 Specified
Denomination

(iv) Broken Amount:
Not Applicable

(v) Day Count Fraction:
Actual/Actual ICMA

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
13 March in each year

(viii) Payments 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 Cal Option:
Not Applicable
19 Put Option:
Not Applicable
20 MREL/TLAC Disqualification Event Call
Option:
Applicable
21 Final Redemption Amount of each Note:
AUD 200,000 per Note of AUD 200,000 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
(Condition 6(i)(i)), a Gross-Up Event
(Condition 6(i)(ii)) or for Illegality
(Condition 6(1)):
AUD 200,000 per Note of AUD 200,000 Specified
Denomination
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(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)(ii )):
Not Applicable

(iii) Redemption
for taxation reasons
permit ed 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 Centres:
TARGET, Sydney
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 shal 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
Euro 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: Euro 11,725
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
YIELD
Indication of yield:
2.25 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:
FR0013494606
Common Code:
213355325
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
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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 Dealer:
National Australia Bank "ABN 12 004 044 937", incorporated in
Australia with limited liability
700 Bourke Street, Docklands, Melbourne, Australia
(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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