Commentary & Deal Flow

Spread set at: 7.5NC6.5: MS+107bp - Books above €2.75bn
Book Update: Books above €2bn
IPTs: 7.5NC6.5: MS+130/135a

• Issuer: BPCE SA
• LEI: 9695005MSX1OYEMGDF46
• Status of the Notes: Senior Non-Preferred Unsecured, Unsubordinated
• Documentation: Under the Issuer’s €70,000,000,000 Euro Medium Term Note Programme dated 14-Nov-25, as supplemented from time to time (the “Base Prospectus”)
• Form of the Notes: Dematerialised Bearer Notes / Reg S
• Issuer’s Ratings: A1 (Stable) / A+ (Stable) / A+ (Stable) (Moody's/S&P/Fitch)
• Expected Notes’ Ratings: Baa1 / BBB+ / A (Moody's/S&P/Fitch)
• Status of the notes: Senior Non-Preferred Notes issued pursuant to the provisions of Article L.613-30-3–I-4° and R.613-28 of the French Code monétaire et financier. Principal and interest on Senior Non-Preferred Notes and, where applicable, any related receipts and coupons, are Senior Non-Preferred Obligations and constitute direct, unconditional, senior (chirographaires) and unsecured obligations of the Issuer and rank and will rank at all times : (i) pari passu among themselves and with other Senior Non-Preferred Obligations of the Issuer, (ii) senior to Ordinarily Subordinated Obligations of the Issuer and (iii) junior to Senior Preferred Obligations of the Issuer and all present and future claims benefiting from statutory preferences. Subject to applicable law, if any judgment is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) of the Issuer, the Noteholders will have a right to payment under the Senior Non-Preferred Notes : (i) only after, and subject to, payment in full of holders of Senior Preferred Obligations and other present and future claims benefiting from statutory preferences or otherwise ranking in priority to Senior Non-Preferred Obligations and (ii) subject to such payment in full, in priority to holders of Ordinarily Subordinated Obligations of the Issuer and other present and future claims otherwise ranking junior to Senior Non-Preferred Obligations. Bail-in: The Notes are subject to bail-in in accordance with the EU Bank Recovery and Resolution Directive as transposed into French Law.
• Size: € Benchmark
• Expected Size: €1-1.25bn
• Maturity Date: 03-Jan-34
• Settlement Date: 25-Jun-26 (T+7)
• Coupon: Fixed-to-Floating Rate Notes. Fixed [●]% p.a. for the period from and including the Issue Date to but excluding the Optional Redemption Date. First short coupon. If the Notes are not redeemed or purchased and cancelled on the Optional Redemption Date the interest payable on the Notes from and including the Optional Redemption Date to and including the Maturity Date shall be reset to 3-months Euribor + initial credit spread.
• Optional Redemption: On 03-Jan-33 (the “Optional Redemption Date”). One time call, in whole but not in part, at the Issuer’s discretion, subject to regulatory approval if required, at par.
• Interest Period after Issuer Optional Redemption Date: Quarterly
• Early Redemptions Events: The Issuer shall have the option to redeem all (but not some only) of the Notes at par, together with any accrued and unpaid interest (if any) upon the occurrence of an MREL/TLAC Disqualification Event or Tax Event (either a Withholding Tax Event or a Gross-Up Event), subject to such redemption being permitted by the applicable MREL/TLAC Regulations and subject to the prior permission of the Relevant Regulator and/or Relevant Resolution Authority, if required. “MREL/TLAC Disqualification event” means at any time that all or part of the outstanding nominal amount of the Notes does not fully qualify as MREL/TLAC-Eligible Instruments, except where such non-qualification was reasonably foreseeable at the Issue Date or is due to the remaining maturity of such Notes being less than any period prescribed by the Applicable MREL/TLAC Regulations. “MREL/TLAC Eligible Instrument” means an instrument (including, for the avoidance of doubt, own funds) of the Issuer that is eligible to be counted towards the MREL of the Issuer and that constitutes a TLAC-eligible instrument of the Issuer (within the meaning of the FSB TLAC Term Sheet), in each case, in accordance with Applicable MREL/TLAC Regulations.
• MREL/TLAC Disqualification Event Call Option: Applicable
• Negative Pledge: There is no negative pledge in respect of the Notes.
• Absence of Event of Default: There are no events of default under the Notes which would lead to an acceleration of such Notes if certain events occur. However, if any judgment were issued for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer were liquidated for any other reason, then the Notes would become immediately due and payable.
• Waiver of Set-Off: No holder of Notes may at any time exercise or claim any Waived Set-Off Rights against any right, claim, or liability the Issuer has or may have or acquire against such holder of Notes, directly or indirectly, howsoever arising (and, for the avoidance of doubt, including all such rights, claims and liabilities arising under or in relation to any and all agreements or other instruments of any sort, whether or not relating to such Note) and each holder of Notes shall be deemed to have waived all Waived Set-Off Rights to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities. “Waived Set-Off Rights” means any and all rights of or claims of any holder of Notes for deduction, set off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with any Note.
• Risk Factors and Selling Restrictions: As set out in the Base Prospectus.
• Target Market: MiFID II / UK MiFIR – professionals / ECPs-only / No PRIIPs KID and no disclosure document required by the FCA Product Disclosure Sourcebook (DISC) – Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) and no disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in the EEA or in the UK.
• Deferral of interest: None
• Day Count Basis until Issuer Optional Redemption Date: Actual / Actual, ICMA
• Day Count Basis after Issuer Optional Redemption Date: Actual / 360
• Business Day Convention until Issuer Optional Redemption Date: Following, Unadjusted basis
• Business Day Convention after Issuer Optional Redemption Date: Modified Following, Adjusted basis
• Business Days: T2
• Governing Law: French Law
• Redemption price: 100%
• Denomination: €100k + €100k
• Listing: Euronext Paris
• Sole Bookrunner: Natixis
• Fees: The Banks will be paid a fee by the Issuer in respect of the placement of the securities
• Use of Proceeds: General Corporate Purposes
• Timing: Books now OPEN
• Books Subject: 13.00 CET/ 12.00 UKT
• Advertisement: This communication is an advertisement and is not a prospectus. The Final Terms relating to the Notes, when published, will be available on the Issuer’s website (www.groupebpce.com) and on the website of the Autorité des marchés financiers (www.amf-france.org).