Commentary & Deal Flow

Reoffer: Long 11NC6: UKT+160bp / 99.523 / 6.346%
Benchmark: Long 11NC6: UKT 4.250% 06-Jul-32 (ISIN: GB0004893086) @ 97.519 Mid / 97.499 Bid / 4.746% s.a. / HR:103%

Tranche 1 (Long 11NC6): Final Books £1.4bn. Peak book >£1.6bn

Launched: Long 11NC6: £400m @ UKT+160bp - Books >£1.6bn
Book Update: Books >£1bn
IPTs: Long 11NC6: G+180a

• Issuer: BPCE SA
• LEI: 9695005MSX1OYEMGDF46
• Status of the Notes: Tier 2 Capital Subordinated Resettable Fixed Rate Notes (the "Notes")
• Form of the Notes: Dematerialised Bearer Notes / Reg S
• Issuer's ratings: A1 (Stable) by Moody's / A+ (Stable) by S&P / A+ (Stable) by Fitch
• Expected Notes' Ratings: Baa2 (Moody's) / BBB (S&P) / BBB+ (Fitch)
• Size: £400m
• Maturity Date: 08-Dec-37
• Optional Redemption Date: 08-Dec-32
• Settlement Date: 08-Sep-26 (T+5)
• Reoffer: UKT+160bps / 99.523 / 6.346% s.a.
• Reference Gilt: UKT 4.250% 06-Jul-32 (ISIN: GB0004893086) / HR:103% / 97.519 Mid / 97.499 Bid / 4.746% s.a.
• Rate of Interest: 6.346 per cent. per annum payable semi-annually in arrear from and including the Issue Date to but excluding the Optional Redemption Date. 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 but excluding the Maturity Date will be equal, per annum, to (a) the SONIA Mid-Swap Rate plus (b) the Margin (184.5bps)
• Coupon: 6.346%, Semi-Annual Fixed
• Coupon Payment Dates: 8 June and 8 December of each year according to the Business Day Convention and commencing on 08-Dec-26 (short first)
• Clean-Up Redemption Option: Not Applicable
• Early Redemption Events: The Issuer may, at its option, redeem all (but not some only) of the outstanding Notes at their Early Redemption Amount, together with accrued interests (if any) upon the occurrence of a Capital Event, an MREL/TLAC Disqualification Event or a Tax Event (either a Withholding Tax Event, a Gross-Up Event or a Tax Deductibility Event (each as defined in the Base Prospectus)), in each case, subject to certain conditions being met, including, inter alia, regulatory permission if required (as further detailed in the Base Prospectus).
• Documentation: EMTN under the Issuer's EUR 70,000,000,000 Euro Medium Term Note Programme dated 14-Nov-25, as supplemented from time to time (the "Base Prospectus")
• Selling restrictions: As set out in the Base Prospectus; Reg S Compliance Category 2; TEFRA Not Applicable.
• Target Market / Product Governance: 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.
• Governing Law: French Law
• Day Count Basis: Actual / Actual, ICMA
• Business Day convention: Following, Unadjusted basis
• Business Day Centre: London, T2
• Redemption price: 100%
• Denominations: £100k + £100k
• Listing: Euronext Paris
• Settlement: Euroclear France
• Global Coordinator: Natixis
• Joint- Lead Managers: BBVA, BMO Capital Markets, Mizuho, Natixis (B&D) and NatWest
• ISIN: FR001401AQD7
• Timing: Priced. TOE 14:00 LDN / FTT 14:30 LDN
• Fees: The Joint Lead Managers will be paid a fee in connection with the transaction. Details of the fee may be available to investors upon request.
• 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).
• Note: PLEASE NOTE THAT £ PRICING WAS VS MID GILTS AS PER ICMA GUIDELINES, BUT HEDGES WILL BE EXECUTED VS THE DM TRADER'S BID SIDE