Bond BPCe 2.125% ( FR0014005V67 ) in EUR

BPCe

100 % ▲

France

FR0014005V67 ( in EUR )

2.125% per year ( payment 1 time a year)

13/10/2046

Prospectus brochure of the bond BPCE FR0014005V67 en EUR 2.125%, maturity 13/10/2046

200 000 EUR

850 000 000 EUR

13/10/2026 ( In 342 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.

BPCE issued a ?850,000,000 2.125% bond (ISIN: FR0014005V67) maturing on October 13, 2046, with a minimum trading size of ?200,000, currently trading at 100% of face value and paying interest annually.

Prospectus dated 11 October 2021

B PCE
( incorporated in France)
Issue of EUR 900,000,000 Contingent Tier 2 Capital Subordinated Fixed Rate Resettable Notes due January 2042
Series no.: 2021-13
Tranche no.: 1
Issue Price: 99.677 per cent.
Issue of EUR 850,000,000 Contingent Tier 2 Capital Subordinated Fixed Rate Resettable Notes due October 2046
Series no.: 2021-14
Tranche no.: 1
Issue Price: 99.316 per cent.
Under the Euro 40,000,000,000 Euro Medium Term Note Programme
The EUR 900,000,000 Contingent Tier 2 Capital Subordinated Fixed Rate Resettable Notes due on 13 January 2042 (the "2042 Notes") and the EUR 850,000,000 Contingent Tier 2 Capital
Subordinated Fixed Rate Resettable Notes due on 13 October 2046 (the "2046 Notes", together with the 2042 Notes, the "Notes") wil be issued by BPCE (the "Issuer" or "BPCE") under its
Euro 40,000,000,000 Euro Medium Term Note Programme (the Programm e) on 13 October 2021 (the "Issue Date"). Words and expressions defined under the section "Terms and Conditions
of the 2042 Notes" (the "Terms and Condition of the 2042 Notes") and under the section "Terms and Conditions of the 2046 Notes" (the "Terms and Condition of the 2046 Notes", together
with the Terms and Condition of the 2042 Notes, the "Terms and Conditions"), as applicable shal have the same meanings on this cover page, reference to a "Condition" being a reference
to the num bered paragraphs in the Terms and Conditions of the 2042 Notes and/or the Term s and Conditions of the 2046 Notes, unless otherw ise specified).
It is the intention of the Issuer that the Notes shall, for regulatory purposes, be treated as Tier 2 Capital (such Notes, treated as Tier 2 Capital, being the "Q ualifying Subordinated Notes").
Should the outstanding Notes be fully excluded from the Tier 2 Capital, they will constitute disqualified subordinated notes (such Notes, fully excluded from the Tier 2 Capital, being the
"Disqualified Subordinated Notes").
If and for so long as the Notes are Qualify ing Subordinated Notes, principal and interest thereon constitute and will constitute direct, unconditional unsecured and subordinated obligations of
the Issuer ranking pari passu without any preference among them selves and pari passu with all other present or future subordinated instrum ents that are, or have been before 28 December
2020 (in the case of instrum ents issued before that date), fully or partially recognised as Tier 2 Capital of the Issuer, in accordance with Article L.613-30-3-I-5° of the French Code monétaire
et financier, as described in Condition 4 (Status of the Notes).
If the Notes becom e Disqualified Subordinated Notes, principal and interest thereon constitute and will constitute direct, un conditional, unsecured and subordinated obligations ranking pari
passu am ong them selves and pari passu with all other present or future subordinated instrum ents that are not, and have not been before 28 December 2020 (in the case of instrum ents issued
before that date), recognised as additional tier 1 capital (as defined in Article 52 of the CRR) or Tier 2 Capital of the Iss uer, in accordance with Article L.613-30-3-I-5° of the French Code
monétaire et financier.
The 2042 Notes will bear interest on their Prevailing Principal Am ount from (and including) the Issue Date to (but excluding) the Interest Pay ment Date falling on or about 13 January 2027
(the "2042 Notes First Reset Date") at a rate of 1.50% per annum (provided that upon the occurrence of a Rating Methodology Event, the rate shall be reduced by 25 basis point to 1.250%
per annum ), pay able annually in arrear on 13 January in each year, subj ect in each case to adj ustment in accordance with the Business Day Convention (each an "2042 Notes Interest Payment
Date"). There will be a short first coupon from (and including), the Issue Date to (but excluding) 13 January 2022. The rate of interest will reset on the 2042 Notes First Reset Date and on
each fifth anniversary thereafter (each, a "2042 Notes Reset Date") (provided that upon occurrence of a Rating Methodology Event prior to the 2042 Notes First Reset Date, the Margin shal
be reduced by 25 basis point to 1.500%).
The 2046 Notes will bear interest on their Prevailing Principal Am ount from (and including) the Issue Date to (but excluding) the Interest Payment Date falling on or about 13 October 2031
(the "2046 Notes First Reset Date") at a rate of 2.125% per annum (provided that upon the occurrence of a Rating Methodology Event, the rate shall be reduced by 25 basis point to 1.875%
per annum ), pay able annually in arrear on 13 October in each year, subject in each case to adjustm ent in accordance with the Business Day Convention (each an " 2046 Notes Interest Payment
Date"). The rate of interest will reset on the 2046 Notes First Reset Date and on each fifth anniversary thereafter (each, a "2046 Notes Reset Date") (provided that upon occurrence of a Rating
Methodology Event prior to the 2042 Notes First Reset Date, the Margin shall be reduced by 25 basis point to 1.800%).
If, at any tim e, the Groupe BPCE's CET1 Capital Ratio fal s below 7.00% (a "Trigger Level") unless a Rating Methodology Event has occurred prior to the ir respective First Reset Date in
which case there shall be no Trigger Event (the "Trigger Event"), 25% of the Prevailing Principal Amount of the Notes wil be permanently writ en down, (a " Write-Down"), unless the
Groupe BPCE's CET1 Capital Ratio generated through Higher Trigger Loss Absorbing Instruments is sufficient to remedy the Trigger Event. Noteholders may lose 25% of the then Prevailing
Principal Am ount of the Notes as a result of a Write-Down.
The Issuer m ay , at its option, redeem all, but not som e only, of the Notes during each period comm encing on, and including, the date that is three (3) months before each respective Reset Date
and ending on, but excluding, such Reset Date at their Prevailing Principal Am ount. The Issuer m ay , at its option, redeem all, but not som e only , of the Notes at any tim e at their Prevailing
Principal Am ount upon the occurrence of certain Tax Event, a Capital Event or a MREL/TLAC Disqualification Event (all as de fined in Condition 2 (Definitions)).
This prospectus (the "Prospectus") has been approved by the Autorité des marchés financiers (the "AMF") on 11 October 2021, which is the French competent authority for the purpose of
the Prospectus Regulation (as defined below), for approval of this Prospectus as a prospectus issued in com pliance with the Prospectus Regulation for the p urpose of giving inform ation with
regard to the issue of the Notes. This Prospectus constitutes a prospectus for the purposes of Ar ticle 6 of Regulation (EU) 2017/1129, as am ended (the "Prospectus Regulation"). The AMF
only approves this Prospectus as m eeting the standards of com pleteness, com prehensibility and consistency im posed by the Pros pectus Regulation. This Prospectus is valid until the date of
adm ission of the Notes to trading on Euronext Paris; in the event of significant new factors, m aterial mistakes or m aterial inaccuracies, the obligation of the Issuer to supplem ent the Prospectus
will apply only until the Notes are adm itted to trading on the regulated m arket of Euronext Paris. Pursuant to Article 21(8) of the Prospectus Regulation, the obligation to supplem ent a
prospectus in the event of significant new factors, m aterial mistakes or m aterial inaccuracies does not apply w hen a prospectus is no longer valid. By approving this Prospectus, in accordance
with Article 20 of the Prospectus Regulation, the AMF does not engage in respect of the econom ic or financial opportunity of the operation under this Prospectus or the quality and solvency
of the Issuer. Such approval should not be considered as an endorsem ent of the Issuer or of the quality of the Notes that are the subj ect of this Prospectus. Investors should m ake their own
assessm ent as to the suitability of investing in the Notes.
Application has been m ade for the Notes to be adm itted to trading on the regulated m arket of Euronext Paris with effect from the Issue Date. Euronext Paris is a regulated m arket for the
purposes of the Markets in Financial Instrum ents Directive 2014/65/EU, as am ended ("MiFID II"), appearing on the list of regulated markets issued by the European Securities and Markets
Authority (the "ESMA").
Notes will be issued in dem aterialised form as m ore fully described herein. The Notes will at all tim es be in book entry form in com pliance with Articles L.211-3 and R.211-1 of the French
Code monétaire et financier. No phy sical docum ents of title will be issued in respect of the Notes. The Notes will be in bearer form ( au porteur) inscribed as from the issue date in the books
of Euroclear France ("Euroclear France") (acting as central depositary) which shal credit the accounts of Account Holders (as defined in Condition 3 (Form, Denomination and Title))
including Euroclear Bank SA/NV ("Euroclear") and the depositary bank for Clearstream Banking, S.A. ("Clearstream").
The Issuer's long term senior preferred debt ratings are A1 with a stable outlook by Moody's France S.A.S. (" Moody's"), A with a stable outlook by S&P Global Ratings Europe Limited
("S&P") and A+ with a negative outlook by Fitch Ratings Ireland Limited (Fitch, and, together with Moody's and S&P, the "Rating Agencies"). The Notes are expected to be assigned a
rating of Baa3 by Moody 's, BBB by S&P and A- by Fitch. Ratings can come under review at any time by Rating Agencies. Investors are invited to refer to the websites of the relevant Rating
Agencies in order to have access to the latest rating (respectively : www.m oody s.com, www.standardandpoors.com and www.fitchratings.com ). The Rating Agencies are established in the
European Union and are registered under Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 Septem ber 2009 on credit rating agencies, as am ended (the
"CRA Regulation") and, as of the date of this Prospectus, appear on the list of credit rating agencies published on the website of the ESMA (www.esma.europa.eu) in accordance with the
CRA Regulation. The ratings issued by Moody's, S&P and Fitch are, as the case may be, endorsed by a credit rating agency esta blished in the UK and registered under the Regulation (EU)
No 1060/2009 as it form s part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the " UK CRA Regulation") or certified under the UK CRA
Regulation. A credit rating is not a recom mendation to buy, sell or hold securities and may be subj ect to suspension, change or withdrawal at any tim e and without prior notice by the assigning
rating agency .
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus, before deciding to invest in the Notes.
SOLE STRUCTURING ADVISOR AND SOLE BOOKRUNNER
NATIXIS
JOINT-LEAD MANAGERS
Credit Suisse
HSBC
CO-LEAD MANAGERS
KBC Bank
LA BANQUE POSTALE

EMEA 134538923

IMPORTANT CONSIDERATIONS
This Prospectus should be read and construed in conjunction with the documents incorporated by reference herein (see
"Documents Incorporated by Reference"), each of which shal be incorporated in, and form part of this Prospectus for
the purpose of giving information with regard to the Issuer, Groupe BPCE SA, Groupe BPCE (each as defined in
"General Information") and the Notes which is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses and prospects of the Issuer, the rights attaching to the Notes
and the reason for the issuance and its impact on the Issuer.
The information on any websites included in this Prospectus does not form part of this Prospectus unless that information
is incorporated by reference into the Prospectus.
No person has been authorised to give any information or to make any representation other than those contained in this
Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by Natixis (the "Sole Structuring Advisor and Sole Bookrunner"),
Credit Suisse Bank (Europe), S.A. and HSBC Continental Europe (the "Joint-Lead Managers") and KBC Bank NV and
La Banque Postale (the "Co-Lead Managers", together with the Sole Structuring Advisor and Sole Bookrunner and the
Joint-Lead Managers, the "Managers") or the Issuer. Neither the delivery of this Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs
of the Issuer, Groupe BPCE SA or the Groupe BPCE since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial position of the
Issuer, Groupe BPCE SA or the Groupe BPCE since the date hereof or the date upon which this Prospectus has been
most recently amended or supplemented or that any other information supplied in connection with the Notes is correct
as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same.
Each prospective investor of Notes must determine, based on its own independent review and such professional advice
as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial
needs, objectives and condition, complies and is fully consistent with all investment policies, gu idelines and restrictions
applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent
in investing in or holding the Notes.
A prospective investor may not rely on the Issuer or the Managers or any of their respective affiliates in connection with
its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above.
Neither the Issuer, the Managers nor any of their respective affiliates has or assumes responsibility for the lawfulness of
the acquisition of the Notes by a prospective investor of the Notes, whether under the laws of the jurisdiction of its
incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with
any law, regulation or regulatory policy applicable to it.
No investor should purchase Notes unless the investor understands and is able to bear the risk that certain Notes will not
be readily sellable, that the value of Notes will fluctuate over time and that such fluctuations will be significant.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform
themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or with any state or other jurisdiction of the United
States. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to the
account or benefit of U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Notes are
being offered and sold in offshore transactions outside the United States to non U.S. persons in reliance on Regulation
S. For a description of certain restrictions on offers and sales of the Notes and on distribution of this Prospectus, see
"Subscription and Sale".
Restrictions on marketing and sales to retail investors The Notes discussed in this Prospectus are complex financial
instruments and are not a suitable or appropriate investment for all investors. In some jurisdi ctions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such
as the Notes to retail investors.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended, to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4 (1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of Directive
II
EMEA 134538923

2016/97/EU, as amended, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs Regulation") for of ering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS the Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail
client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000, as amended ("FSMA") and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii)
not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue
of the EUWA. Consequently, no k ey information document required by Regulation (EU) No 1286/2014 as it forms part
of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for of ering or sel ing the Notes or otherwise
mak ing them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS A ND 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, tak ing 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 of ering, 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.
In addition, pursuant to the United Kingdom ("UK") Financial Conduct Authority Conduct of Business Sourcebook
("COBS") the Notes are not intended to be of ered, sold or otherwise made available and should not be of ered, sold or
otherwise made available to retail clients (as defined in COBS 3.4) in the UK.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities and Futures
Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures Act (Capital Market Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products).
The Managers have not separately verified the information contained or incorporated by reference in this Prospectus.
None of Managers makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus nor any other financial
statements or any other information incorporated by reference are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer, the Managers that any recipient of
this Prospectus or any other financial statements or any other information incorporated by refere nce should purchase
the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the
Managers undertakes to review the financial condition or affairs of the Issuer or the Groupe BPCE during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Managers.
Prospective investors should have regard to the information set out in the section "Use of Proceeds" set out in this
Prospectus and must determine for themselves the relevance of such information for the purpose of any investment in the
Notes together with any other investigation such investor deems necessary.

EMEA 134538923
iii

The Notes may not be a suitable investment for all investors
Each prospective investor in the Notes must determine, based on its own independent review and such professional advice
as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial
needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines and restrictions
applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent
in investing in or holding the Notes.
Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of
investing in the Notes and the information contained or incorporated by reference in this Prospectus;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context o f its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall investment
portfolio;
(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including
in relation to the Write-Down features of the Notes, or where the currency for principal or interest payments is
different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant financial
markets and be familiar with the behavior of any relevant indices;
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks; and
(vi)
is aware, in terms of legislation or regulatory regime applicable to such investor of the applicable restrictions
on its ability to invest in the Notes and in any particular type of Notes.
The Notes are complex financial instruments and may not be a suitable investment for all investors. Sophisticated
institutional investors generally do not purchase complex financial instruments as stand -alone investments. They
purchase complex financial instruments to reduce risk or enhance yield with an understood , measured and appropriate
addition of risk to their overall portfolios. A prospective investor should not invest in the Notes unless it has the expertise
(either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting
ef ects on the value of the Notes and the impact this investment wil have on the prospective investor's overal investment
portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation
by certain authorities. Each prospective investor should consult its legal advisers to determine whether and to what extent
(i) Notes constitute legal investments for it, (ii) Notes can be used as collateral for various types of b orrowing and (iii)
other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers
or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk -based capital
or similar rules.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are transferred
or other jurisdictions, including the Issuer's jurisdiction of incorporation, which may have an impact on the income
received from the Notes. In some jurisdictions, no official statements of the tax authorities or court decisions may be
available for financial instruments such as the Notes. Prospective investors are advised to ask for their own tax adviser's
advice on their individual taxation with respect to the acquisition, holding, sale and redemption of the Notes. Only these
advisors are in a position to duly consider the specific situation of the prospective investor.
In addition, as a financial institution, the Issuer is, in certain circumstances, able to pass on any tax liabilities to holders
of the Notes and therefore this may result in investors receiving less than expected in respect of the Notes. The Foreign
Account Tax Compliance Act (FATCA) withholding could be payable in relation to relevant transactions by investors in
respect of the Notes if conditions for a charge to arise are satisfied. Investors should consider the possible FATCA
withholding risk in light of other investments available at that time and consult their own tax adviser to obtain a more
detailed explanation of FATCA and how FATCA may affect them.

EMEA 134538923
iv

TABLE OF CONTENTS
IMPORTANT CONSIDERATIONS................................................................................................................ ii
RISK FACTORS.................................................................................................................................................. 1
DOCUMENTS INCORPORATED B Y REFERENCE............................................................................... 13
CROSS-REFERENCE LIST ........................................................................................................................... 15
TERMS AND CONDITIONS OF THE 2042 NOTES ................................................................................. 18
TERMS AND CONDITIONS OF THE 2046 NOTES ................................................................................. 42
USE AND ESTIMATED NET AMOUNT OF PROCEEDS ...................................................................... 67
INFORMATION ABOUT THE ISSUER ...................................................................................................... 68
RECENT DEVELOPMENTS ......................................................................................................................... 73
CERTAIN ASPECTS OF GOVERNMENTAL SUPERVISION AND REGULATION OF THE
ISSUER IN FRANCE......................................................................................................................... 77
TAXATION ........................................................................................................................................................ 85
SUBSCRIPTION AND SALE ......................................................................................................................... 87
GENERAL INFORMATION .......................................................................................................................... 91
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................. 95

EMEA 134538923
v

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued
under the Programme. All of these factors are contingencies which may or may not occur.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes
issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in
connection with any Notes for other reasons. Prospective investors should also read all the information set out
elsewhere in this Prospectus (including any documents deemed to be incorporated by reference herein) and reach
their own views in light of their financial circumstances and investment objectives prior to making any investment
decision.
Words and expressions defined under the Terms and Conditions of the 2042 Notes and under the Terms and
Conditions of the 2046 Notes, as applicable, shall have the same meanings in this section, unless otherwise
specified. Reference to a "Condition" being a reference to the numbered paragraphs in the Terms and Conditions
of the 2042 Notes and/or the Terms and Conditions of the 2046 Notes, unless otherwise specified. References to
"Terms and Conditions of the Notes" shal include reference to Terms and Conditions of the 2042 Notes and/or
the Terms and Conditions of the 2046 Notes, unless otherwise specified.
I. RISKS RELATING TO THE ISSUER
The risks relating to the Issuer are set out on pages 301 to 315 of the First Update of the BPCE 2020 Universal
Registration Document, as defined and further described under "Documents Incorporated by Reference" in this
Prospectus.
The risk factors specific to the Issuer include:
- strategic, business and ecosystem risks;
- credit and counterparty risks;
- financial risks;
- insurance risks;
- non-financial risks;
- regulation risks.
II. RISKS RELATING TO THE NOTES
In addition to the risks relating to the Issuer that may affect the Issuer's ability to fulfil its obligations under the
Notes there are certain factors which are material for the purpose of assessing the risks associated with, and taking
an informed decision in connection with, an investment in the Notes.
1.
Risks relating to the nature of the Notes
The Notes are subordinated obligations of the Issuer
In accordance with Condition 4 (Status of the Notes), the Notes are subordinated notes of the Issuer issued
pursuant to the provisions of Article L.228-97 of the French Code de commerce and are subordinated
instruments as provided for in Article L.613-30-3-I-5° of the Code monétaire et financier. For so long as
such Notes are treated for regulatory purposes as Tier 2 Capital, the Notes are Qualifying Subordinated
Notes and, upon issue, principal and interest thereon constitute and will constitute direct, unconditional,
unsecured and subordinated obligations of the Issuer ranking pari passu without any preference among
themselves and pari passu with all other present or future subordinated instruments that are, or have been
before 28 December 2020 (in the case of instruments issued before that date), fully or partially recognised
as Tier 2 Capital of the Issuer, in accordance with Article L.613-30-3-I-5° of the Code monétaire et
financier.

EMEA 134538923
1

Subject to applicable law, if any judgment is rendered by any competent court declaring the judicial
liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the
rights of payment of the holders of the Qualifying Subordinated Notes shall be:
(A) subordinated to the payment in ful of:
(1)
any creditors (including depositors) in respect of Senior Obligations;
(2)
any subordinated creditors ranking or expressed to rank senior to the Qualifying
Subordinated Notes;
(3)
any Disqualified Subordinated Notes issued by the Issuer; and
(B) paid in priority to any prêts participatifs granted to the Issuer, any titres participatifs issued
by the Issuer and any deeply subordinated obligations of the Issuer (engagements dits "super
subordonnés" or engagements subordonnés de dernier rang).
Should any outstanding Qualifying Subordinated Notes be fully excluded from Tier 2 Capital
(a "Disqualification Event"), the Notes will become Disqualified Subordinated Notes and principal and
interest thereon, and, where applicable, any related Receipts and Coupons, constitute and will constitute
direct, unconditional, unsecured and subordinated obligations ranking pari passu among themselves and
pari passu with all other present or future subordinated instruments that are not, and have not been before
28 December 2020 (in the case of instruments issued before that date), recognised as additional tier 1
capital (as defined in Article 52 of the CRR which are treated as such by the then current requirements
of the Relevant Regulator, and as amended by Part 10 of the CRR (Article 484 et seq. on grandfathering))
or Tier 2 Capital of the Issuer in accordance with Article L.613-30-3-I-5° of the Code monétaire et
financier.
Subject to applicable law, if any judgment is rendered by any competent court declaring the judicial
liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason, the
rights of payment of the holders of the Disqualifying Subordinated Notes shall be:
(A)
subordinated to the payment in ful of:
(1) any creditors (including depositors) in respect of Senior Obligations;
(2) any subordinated creditors ranking or expressed to rank senior to the Disqualified
Subordinated Notes; and
(B) paid in priority to any Qualifying Subordinated Notes, Ordinarily Subordinated Notes, prêts
participatifs granted to the Issuer, any titres participatifs issued by the Issuer and any deeply
subordinated obligations of the Issuer (engagements dits "super subordonnés" or
engagements subordonnés de dernier rang).
If a judgment is rendered by any competent court declaring the judicial liquidation
(liquidation judiciaire) of the Issuer or, if the Issuer is liquidated for any other reason, the rights of
payment of the Noteholders will be subordinated to the payment in full of the unsubordinated creditors
of the Issuer and any other creditors that are senior to the Notes. In the event of incomplete payment of
unsubordinated creditors or any other creditors that are senior to the Notes upon the liquidation of the
Issuer, the obligations of the Issuer in connection with the principal of the Notes will be terminated by
operation of law. Although the Notes may pay a higher rate of interest than comparable notes that are
not subordinated, there is a high risk that investors in subordinated notes (such as the Notes for so long
as they qualify as Qualifying Subordinated Notes) will lose all or some of their investment if the Issuer
becomes insolvent especial y since the "tier 2" instruments wil be subject to bail-in tool in the context
of the Issuer's resolution proceedings.
Under French insolvency law, in the case of the opening in France of a safeguard procedure (procédure
de sauvergarde, procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée),
a judicial reorganisation procedure (procédure de redressement judidicaire) or a judicial liquidation
(liquidation judiciaire) of the Issuer, all creditors of the Issuer (including the Noteholders) must file their
proof of claims with the creditors' representative or liquidator, as the case may be, within two months
(or within four months in the case of creditors domiciled outside metropolitan France) of the publication
of the opening of the procedure against the Issuer in the BODACC (Bulletin officiel des annonces civiles
et commerciales). Holders of debt securities are automatically grouped into a single assembly of holders
(the "Assembly") in order to defend their common interests if a safeguard procedure (procédure de

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sauvegarde), accelerated safeguard procedure (procédure de sauvegarde accélérée), accelerated
financial safeguard procedure (procédure de sauvegarde financière accélérée), or a judicial
reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the
Issuer. The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes)
regardless of their ranking and their governing law.
However, the application of French insolvency law is subject to the prior permission of the Relevant
Regulator before the opening of any safeguard, judicial reorganisation or liquidation procedures. This
limitation will affect the ability of the Noteholders to recover their investments in the Notes.
Should this risk materialise, the impact on Noteholders would be high and the commencement of
insolvency proceedings will affect materially and adversely the situation of the Noteholders. It may result
in a significant decrease of the market value of the Notes and cause the Noteholders t o lose all or part of
their investment.
The implementation in France of the BRRD could materially affect the Notes
Directive 2014/59/EU of the European Parliament and of the Council, establishing an EU-wide
framework for the recovery and resolution of credit institutions and investment firms (the "BRRD", as
amended by Directive (EU) No. 2019/879 of the European Parliament and of the Council of 20 May
2019 (which was implemented under French law by Ordinance No.2020-1636 dated 21 December 2020)
(the "BRRD II" which wil enter into force on 28 December 2020)) provides relevant resolution
authorities with common tools and powers to address banking crises pre-emptively in order to safeguard
financial stability and minimize taxpayers' exposure to losses.
The Relevant Resolution Authority may commence resolution proceedings in respect of an institution
such as Groupe BPCE when it determines that:
- the institution is failing or likely to fail;
- there is no reasonable prospect that another action will prevent the failure within a reasonable
time; and
- a resolution measure is required, and a liquidation procedure would fail, to achieve the
objectives of the resolution: (i) to ensure the continuity of critical functions, (ii) to avoid a
significant adverse effect on the financial system, (iii) to protect public funds by minimizing
reliance on extraordinary public financial support, and (iv) to protect client funds and assets,
and in particular those of depositors.
All entities affiliated with the central institution of Groupe BPCE, such as the Issuer, benefit from a
guarantee and solidarity mechanism, the aim of which, in accordance with Articles L.511-31 and L.512-
107-6 of the French Code monétaire et financier, is to ensure the liquidity and solvency of all affiliated
entities and to organise financial solidarity throughout the Groupe BPCE.
This financial solidarity is rooted in legislative provisions instituting a legal solidarity system requiring
the central institution to restore the liquidity or solvency of struggling affiliates and/or of all Groupe
BPCE's affiliates, by mobilising if necessary up to al cash and cash equivalents and capital available to
all contributing affiliates. As a result of this complete legal solidarity, one or more affiliates may not find
itself subject to court-ordered liquidation, or be affected by resolution measures within the meaning of
BRRD and BRRD II, without all affiliates also being affected.
In the event of court-ordered liquidation thus necessarily affecting all affiliates, the external creditors of
all affiliates would be addressed identically according to their rank and in the order of the ranking of
creditors, irrespective of their ties with any specific entity. Please also refer to the risk factors related to
the Issuer (and manly the risk factor entitled "BPCE may have to help entities belonging to the financial
solidarity mechanism in the event they experience financial difficulties, including entities in which BPCE
holds no economic interest.") included in the BPCE 2020 Universal Registration Document, incorporated
by reference herein.
After resolution proceedings are commenced, the Relevant Resolution Authority may use one or more
of several resolution tools with a view to recapitalizing or restoring the viability of the instit ution.

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Capital instruments may be written down or converted to equity or other instruments either in connection
with and prior to the opening of a resolution proceeding, or in certain other cases without a resolution
proceeding. The Relevant Resolution Authority may permanently write-down the Notes or convert the
Notes into equity (or other instruments of ownership) at the point of non-viability of the Issuer or Groupe
BPCE. Capital instruments for these purposes include common equity tier 1, additional tier 1 and tier 2
instruments, such as the Notes for so long as they qualify as Qualifying Subordinated Notes.
The powers provided to the Relevant Resolution Authority once a resolution procedure is initiated
include the "Bail-in Tool", meaning the power to write down (including to zero) eligible liabilities of a
credit institution (such as the Issuer) or its group (such as the Groupe BPCE) in resolution, or to convert
them to equity. Eligible liabilities include subordinated debt instruments not qualifying a s capital
instruments, senior unsecured debt instruments (such as senior preferred notes and senior non-preferred
notes issued by the Issuer under the Programme) and other liabilities that are not excluded from the scope
of the Bail-in Tool pursuant to the BRRD, such as non-covered deposits or financial instruments that are
not secured or used for hedging purposes. The Bail-in Tool may also be applied to any liabilities that are
capital instruments and that remain outstanding at the time the Bail-in Tool is applied. Condition 17
(Recognition of Bail-in and Loss Absorbtion) contain provisions giving effect to the bail-in powers.
After a resolution proceeding is initiated and in addition to the Bail-in Tool, the Relevant Resolution
Authority is provided with broad powers to implement other resolution tools with respect to failing
institutions or, under certain circumstances, their groups. The powers of the Relevant Resolution
Authorities include the total or partial sale of the issuing institution's business, the separation of assets,
the replacement or substitution of the issuing institution as obligor in respect of the issuing institution's
debt instruments, modifications to the terms of debt instruments (including altering the maturity and/or
the amount of interest payable and/or imposing a temporary suspension on payments) and discontinuing
the listing and admission to trading of financial instruments and could result in the partial or total
write-down or conversion to equity of the Notes issued by the Issuer. Alongside those resolution tools,
the Relevant Resolution Authority can temporarily suspend any payment obligation or delivery
obligation under a contract entered into by the relevant entity, so long as the payment and delivery
obligations and the provision of col ateral continue to be performed. In addition, if BPCE's financial
condition, or that of Groupe BPCE, deteriorates or is perceived to deteriorate, the exercise of these
powers could cause the market value of the Notes issued by BPCE to decline mo re rapidly than would
be the case in the absence of such powers.
In accordance with the BRRD and BRRD II and pursuant to Condition 11 (No Events of Default), if a
resolution proceeding is opened in respect of Groupe BPCE, holders of the Notes will not have the right
to declare an event of default, to accelerate the maturity of the Notes, to modify the terms of the Notes
or to exercise other enforcement rights in respect of the Notes so long as the Issuer continues to meet its
payment obligations.
The taking of any action under BRRD and BRRD II in relation to the Issuer or Groupe BPCE could
materially and adversely affect the rights of Noteholders, the price or value of their investment in the
Notes and/or the ability of the Issuer to satisfy its obligations under any Notes. As a result, Noteholders
could lose all or a substantial part of their investment in the Notes.
For further information about the BRRD and related matters, see "Governmental Supervision and
Regulation of the Issuer in France".
As a result, the exercise of any power under the BRRD or any suggestion of such exercise could
materially adversely affect the rights of the Noteholders, the price or value of their investment in the
Notes, which could decline more rapidly than would be the case in the absence of such powers, and/or
the ability of the Issuer to satisfy its obligations under the Notes.
There are no events of default under the Notes.
As contemplated by Condition 11 (No Event of Default), the Terms and Conditions of the Notes do not
provide for events of default (including a cross default) allowing acceleration of the Notes if certain
events occur noting, however, that if any judgment were issued for the judicial liquidation (liquidation
judiciaire) of the Issuer or if the Issuer were liquidated for any other reason (other than pursuant to a
consolidation, amalgamation or merger or other reorganisation outside the context of an insolvency),
then the Notes would become immediately due and payable. Accordingly, if the Issuer fails to meet any
obligation under the Notes, including the payment of any interest, investors will not have the right of

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acceleration of principal. Upon a payment default, the sole remedy available to Noteholders for recovery
of amounts owing in respect of any payment of principal or interest on the Notes will be the institution
of proceedings to enforce such payment. Notwithstanding the foregoing, the Issuer will not, by virtue of
the institution of any such proceedings, be obliged to pay any sum or sums sooner than the same would
otherwise have been payable by it.
In addition, a Write-Down of the Notes (See "The principal amount of the Notes may be reduced to
absorb losses") shal also not constitute any event of default or a breach of the Issuer's obligations or
duties or a failure to perform by the Issuer in any manner whatsoever and shall not entitle holders to
petition for the insolvency or dissolution of the Issuer.
Because of the "tier 2" nature of the Notes (for so long they constitute Qualifying Subordinated Notes),
in contrast to most senior bonds, Noteholders will be less protected if the Issuer is in default of any
payment obligations under the Notes or any other event affecting the Issuer such as the occurrence of a
merger, amalgamation or change of control. The absence of events of default materially affects the
position of Noteholders compared to other creditors (including holders of senior bonds) of the Issuer and
may result in delay in payments due and payable under the Notes.
The Terms and Conditions include a waiver of set-off rights.
By subscribing to or acquiring Notes and in accordance with Condition 8.4 (Waiver of set-off), each
Noteholder shall be deemed to have irrevocably waived any actual and potential right of or claim to
deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under
or in connection with any Notes at any time (for the avoidance of doubt, both before and during any
winding-up, liquidation or administration of the Issuer) to the fullest extent permitted by applicable law.
This feature derives from the "tier 2" nature of the Notes (for so long they constitute Qualifying
Subordinated Notes) and is also in contrast to most senior bonds. Noteholders will benefit of less
remedies that holders of senior bonds. As a consequence, this waiver of set-off could adversly impact on
the Noteholders.
The Terms and Conditions of the Notes contain no negative pledge or covenants.
Condition 4 (Status of the Notes) indicates that there is no negative pledge in respect of the Notes. The
Issuer is generally permitted to sell or otherwise dispose of any or substantially all of its assets to another
corporation or other entity under the Terms and Conditions. If the Issuer decides to dispose of a large
amount of its assets, Noteholders will not be entitled to declare an acceleration of the maturity of the
Notes, and those assets will no longer be available to support the Notes. Such an absence of "negative
pledge" or similar clause may adversely affect the rights of the Noteholders as compared to holders of
senior bonds.
In addition, the Notes do not require the Issuer to comply with financial ratios or otherwise limit its
ability or that of its subsidiaries to incur additional debt, nor do they limit the Issuer's ability to use cash
to make investments or acquisitions, or the ability of the Issuer or its subsidiaries to pay dividends,
repurchase shares or otherwise distribute cash to shareholders. Such actions could potentially affect the
Issuer's ability to service its debt obligations, including those of the Notes.
Meeting of Noteholders and Modification of the Terms and Conditions may be detrimental to the
interest of some of the Noteholders.
Condition 12 (Meeting and voting provisions) contains autonomous provisions organising collective
decisions of Noteholders to consider matters affecting their interests generally to be adopted either
through a General Meeting or by consent following a Written Resolutions and Electronic Consent. The
Noteholders will be grouped automatically in a Masse having legal personality governed by the
provisions of the French Code de commerce (subject to certain exceptions) and will be represented by a
Representative of the Masse; these provisions permit simple majority to bind all Noteholders including
Noteholders who did not attend and vote or were not represented at the relevant meeting or did not
consent to the written decision and Noteholders who voted in a manner contrary to the majority.
Collective decisions may deliberate on proposals relating to the modification of the Terms and
Conditions subject to the limitation provided by French law and the Terms and Conditions. If a decision
is adopted by a majority of Noteholders and such modifications were to impair or limit the rights of the

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