Bond Groupe BPCE 1.85% ( FR0014000BE4 ) in AUD

Groupe BPCE

100 % ⇌

France

FR0014000BE4 ( in AUD )

1.85% per year ( payment 1 time a year)

30/10/2030

Prospectus brochure of the bond BPCE FR0014000BE4 en AUD 1.85%, maturity 30/10/2030

1 000 000 AUD

55 000 000 AUD

30/10/2026 ( In 218 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 FR0014000BE4, pays a coupon of 1.85% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/10/2030

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
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 28 October2020

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

SERIES NO: 2020-49
TRANCHE NO: 1
AUD 55,000,000 1.85 per cent. Fixed Rate Senior Preferred Notes due 30 October 2030 (the "Notes")

Dealer
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, 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 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:
2020-49

(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:
30 October 2020

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
1.85 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
30 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

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 21 October
2020

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

(i) Rateof Interest:
1.85 per cent. per annum payable in arrear on each
Interest Payment Date

(ii) Interest Payment Date(s):
30 October in each year from, and including, 30
October 2021 adjusted in accordance with the
Business Day Convention specified below

(iii) Fixed Coupon Amount:
AUD 18,500 per Specified Denomination
(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
30/360 (Unadjusted)

(vi) Resettable:
Not Applicable
(vii) Determination Dates:
Not Applicable

(viii) Payments on Non Business Days:
Modified Following
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):
New York, 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
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, 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
5
YIELD

Indication of yield:
1.85 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.
6
OPERATIONAL INFORMATION

ISIN:
FR0014000BE4

Common Code:
225017085

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):

7
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