Bond Groupe BPCE 2.55% ( FR0013516093 ) in AUD

Groupe BPCE

100 % ⇌

France

FR0013516093 ( in AUD )

2.55% per year ( payment 2 times a year)

09/06/2035

Prospectus brochure of the bond BPCE FR0013516093 en AUD 2.55%, maturity 09/06/2035

1 000 000 AUD

55 000 000 AUD

09/06/2026 ( In 75 days )

The second-largest banking group in France, comprising the Banque Populaire and Caisse d'Épargne networks.

The Bond issued by Groupe BPCE ( France ) , in AUD, with the ISIN code FR0013516093, pays a coupon of 2.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/06/2035

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.
Final Terms dated 5 June 2020
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2020-22
TRANCHE NO: 1
AUD 55,000,000 2.55 per cent. Fixed Rate Senior Preferred Notes due 9 June 2035 (the "Notes")
ING Bank N.V.

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 and the fourth supplement to the
Base Prospectus dated 3 June 2020 which received approval number n°20-236 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 Supplement(s) 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:
2020-22
(ii)
Tranche Number:
1
3
Specified Currency or Currencies:
Australian Dollar ("AUD")
4
Aggregate Nominal Amount:
AUD 55,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
AUD 1,000,000
7
(i)
Issue Date:
9 June 2020
(ii)
Interest Commencement Date:
Issue Date
8
Interest Basis:
2.55 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
9 June 2035
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
24 March 2020 and decision of Mr. Jean-Philippe
Berthaut, Head of Group Funding, dated 27 May 2020

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions
Applicable
(i)
Rateof Interest:
2.55 per cent. per annum payable in arrear on each
Interest Payment Date
(ii)
Interest Payment Date(s):
9 June in each year starting 9 June 2021 adjusted in
accordance with the Business Day Convention
specified below
(iii) Fixed Coupon Amount:
AUD 25,500 per Specified Denomination
(iv) Day Count Fraction:
30/360 (unadjusted)
(v)
Resettable:
Not Applicable
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
AUD 1,000,000 per Note of AUD 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
AUD 1,000,000 per Note of AUD 1,000,000
Senior Note payable on redemption
Specified Denomination
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)):
(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
Yes
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):
Sydney, London and Seoul
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 is expected to be 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
EUR 9,100
admission 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
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(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:
AUD 55,000,000
(iii) Estimated total expenses:
EUR 9,100
4
FIXED RATE NOTES AND RESETTABLE NOTES ONLY YIELD
Indication of yield:
2.55 per cent.
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:
FR0013516093
Common Code:
218281940
Depositaries:
(i)
Euroclear France to act as Central
Yes
Depositary:
(ii)
Common Depositary for Euroclear and
No
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):
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
ING Bank N.V.
Dealer:
Foppingadreef 7
1102 BD
Amsterdam
(iv) Prohibition of Sales to EEA Retail
Not Applicable
Investors:
(v)
US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes;
TEFRA not applicable