Bpce: Notice to Noteholders Serieds 2021-13 and 2021-14
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Société anonyme à directoire et conseil de surveillance
Share capital: €207,603,030
Registered office: 7, promenade Germaine Sablon, 75013 Paris, France
RCS Paris 493 455 042
(the “Issuer”)
NOTICE TO THE NOTEHOLDERS
dated 27 November 2025
in relation to the
BPCE EUR 900,000,000 Contingent Tier 2 Capital Subordinated Fixed Rate Resettable Notes due January 2042 issued as Series no.: 2021-13 (ISIN: FR0014005V34)
(the “2042 Notes”)
and
BPCE EUR 850,000,000 Contingent Tier 2 Capital Subordinated Fixed Rate Resettable Notes due October 2046 issued as Series no.: 2021-14 (ISIN: FR0014005V67)
(the “2046 Notes” and, together with the 2042 Notes,the “Notes”)
following the occurrence of a Rating Methodology Event
On 13 October 2021, the Issuer issued the Notes with a prospectus dated 11 October 2021 which received approval no. 21-438 from the Autorité des marchés financiers (the “Prospectus”), which includes the terms and conditions of the Notes (the “Conditions”). Capitalized terms not specifically defined in this notice shall have the meaning given to them in the Conditions.
Following a change of interpretation by S&P with regards to its banks’ hybrid methodology and its Credit FAQ published on and dated 21 November 2025, no equity content is assigned to the Notes by S&P anymore, and as a consequence, a Rating Methodology Event occurred in relation to the Notes on such date.
In accordance with Condition 2.1 (Definitions) of the terms and conditions of the 2042 Notes:
- the Fixed Rate shall be reduced by 25 basis points from 1.500 per cent. per annum to 1.250 per cent. per annum as from the Interest Period starting on (and including) the Interest Payment Date falling on 13 January 2026 up to (but excluding) the First Reset Date; and
- the Margin shall be reduced by 25 basis points from 1.750 per cent. to 1.500 per cent.
In accordance with Condition 2.1 (Definitions) of the terms and conditions of the 2046 Notes:
- the Fixed Rate shall be reduced by 25 basis points from 2.125 per cent. per annum to 1.875 per cent. per annum as from the Interest Period starting on (and including) the Interest Payment Date falling on 13 October 2026 up to (but excluding) the First Reset Date; and
- the Margin shall be reduced by 25 basis points from 2.050 per cent. to 1.800 per cent.
For the avoidance of doubt, in accordance with Condition 2.1 (Definitions) of the terms and conditions of the Notes, given that a Rating Methodology Event has occurred and has hereby been notified by the Issuer to the Noteholders prior to the First Reset Date, a Trigger Event in relation to the Notes will never occur for the purposes of Condition 6 (Write-Down).
Fiscal Agent, Principal Paying Agent and Calculation Agent:
BNP PARIBAS (acting through its Securities Services business)
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin
France
By: BPCE
Attachment
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