Bond BPCe 3.4% ( FR0013534492 ) in CNH

BPCe

100 % ⇌

France

FR0013534492 ( in CNH )

3.4% per year ( payment 1 time a year)

17/09/2027

Prospectus brochure of the bond BPCE FR0013534492 en CNH 3.4%, maturity 17/09/2027

1 000 000 CNH

305 000 000 CNH

17/09/2026 ( In 316 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 CNH, with the ISIN code FR0013534492, pays a coupon of 3.4% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/09/2027

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.

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Final Terms dated 15 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: 2020-39
TRANCHE NO: 1
CNH 305,000,000 3.40 per cent. Senior Preferred Notes due 17 September 2027 (the "Notes")

Dealer
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

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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 (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:
2020-39

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

(i) Series:
CNH 305,000,000

(ii) Tranche:
CNH 305,000,000
5
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
CNH 1,000,000
7
(i) Issue Date:
17 September 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
3.40 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
17 September 2027
10 Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100.00 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
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(ii) Dates of the corporate authorisations for
Decision of the Directoire of the Issuer dated 24 March
issuance of Notes obtained:
2020 and decision of Mr. Roland Charbonnel,
Directeur des Emissions et de la Communication
Financière,dated 8 September 2020
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable

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

(ii) Interest Payment Dates:
17 September in each year commencing on 17
September 2021 up to and including the Maturity Date,
adjusted in accordance with the Business Day
Convention specified below

(iii) Fixed Coupon Amount(s):
Rate of Interest x Specified Denominationx Day Count
Fraction per Note of CNH 1,000,000 Specified
Denomination

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/365 (Fixed), Adjusted

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
Not Applicable

(viii) Business Day Convention
Modified Following Business Day Convention

(ix) Party responsible for calculating Interest
Not Applicable
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
CNH 1,000,000 per Note of CNH 1,000,000 Specified
Senior Note payable on redemption
Denomination
upon
the
occurrence
of
an
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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):
New York, London and Hong Kong
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)
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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
EUR 4,900
admission to trading:
2
RATINGS

Ratings:
Not Applicable
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:
3.40 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:
FR0013534492

Common Code:
223084729

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 free of 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
Crédit Agricole Corporate and Investment Bank
Dealer:
12, place des Etats-Unis CS 70052 92547 Montrouge
Cedex

(iv) Prohibition of Sales to EEA Retail
Not Applicable
Investors:
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(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes;

(Categories of potential investors to
TEFRA D

which the Notes are offered):

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