Servizi
BPCE SFH: Notice to Noteholders Restructuration series 195
Notice to Noteholders
To: Noteholders
From: BPCE SFH
7, promenade Germaine Sablon
75013 Paris
France
Copy : Fiscal Agent, Principal Paying Agent and Calculation Agent:
BNP Paribas Securities Services
Les Grands Moulins de Pantin
9 rue du Débarcadère
93500 PANTIN
France
Dated: 24 July 2025
BPCE SFH (“Issuer”)
Legal Entity Identifier (LEI): 969500T1UBNNTYVWOS04
€65,000,000,000 Euro Medium Term Note Programme for the issue of
obligations de financement de l'habitat and other privileged notes (“Programme”)
€1,000,000,000 3.115 per cent. Fixed Rate Notes due 28 October 2033 extendible as Floating Rate Notes from October 2033 up to October 2034
SERIES NO: 195 (Tranche 1)
ISIN: FR001400TEZ8 (“Notes”)
On 28 October 2024, the Issuer issued the Notes under the Base Prospectus dated 7 May 2024 which received visa n°24-146 from the French Autorité des marchés financiers (the “ AMF ”) (as supplemented by the supplement dated 3 October 2024 which received visa n° 24-424 from the AMF) (the “ Base Prospectus ”), which include the terms and conditions of the Notes (the “ Conditions ”), as completed by the Final Terms dated 24 October 2024 (the “ Original Final Terms ”) relating to the Notes.
The Issuer, with unanimous consent of the Noteholders of the Notes, hereby agree that from (and including) 1 September 2025 (the “ Effective Date ”), the provisions relating to the maturity applicable to the Notes as set out in the Original Final Terms shall be amended as set out in the Final Terms attached hereto in Annex (the “ Amended and Restated Final Terms ”) which are marked to reflect the amendments (the “ Amendments ”) compared to the Original Final Terms, and that the Original Final Terms shall be substituted by the Amended and Restated Final Terms.
Annex
Amended and Restated Final Terms
PRIIPS REGULATION - 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 European Economic Area (" 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 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (" MiFID II "); or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended (the " Insurance Distribution Directive "), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, in such case, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products, as amended (the " PRIIPs Regulation ") for offering 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.
Amended and Restated Final Terms dated 24 July 2025
BPCE SFH
Legal Entity Identifier (LEI): 969500T1UBNNTYVWOS04
Issue of €1,000,000,000 3.115 per cent. Fixed Rate Notes due 28 October 2033
extendible as Floating Rate Notes from October 2033 up to October 2034
(the "Notes")
under the €65,000,000,000 Euro Medium Term Note Programme
for the issue of obligations de financement de l'habitat and other privileged notes
Series No.: 195
Tranche No.: 1
Issue Price: 100 per cent.
These amended and restated Final Terms dated 24 July 2025 (the “Amended and Restated Final Terms”) amend and restate the original Final Terms dated 24 October 2024 prepared in connection with the issue of the Notes and have been prepared to reflect amendments made to the maturity of the Notes, as agreed between the Issuer and the holders of all the Notes outstanding as of the date of these Amended and Restated Final Terms and shall be applicable from (and including) 1 September 2025.
For the avoidance of doubt, these Amended and Restated Final Terms do not, and shall not be deemed to, constitue an offer of Notes.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the " Conditions ") set forth in the base prospectus dated 7 May 2024 which received approval number 24-146 from the Autorité des marchés financiers (the " AMF ") on 7 May 2024 as supplemented by the first supplement dated 3 October 2024 which received approval number 24-424 from the AMF on 3 October 2024 (together, the " Base Prospectus ") which constitute a base prospectus for the purposes of the Prospectus Regulation (as defined below).
This document constitutes the Amended and Restated Final Terms of the Notes for the purpose of the Conditions which amend and restate from (and including) 1 September 2025, the original Final Terms dated 24 October 2024 relating to the issue of the Notes described herein (the “ Original Final Terms ”) and must be read in conjunction with such Base Prospectus . The Base Prospectus, the Original Final Terms and these Amended and Restated Final Terms are available for viewing on the websites of BPCE (www.groupebpce.com) and of the AMF (www.amf-france.org) and during usual business hours on any weekday at the registered office of the Issuer (7, promenade Germaine Sablon, 75013 Paris – France) where copies may be obtained.
" Prospectus Regulation " means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended.
PROVISIONS RELATING TO INTEREST PAYABLE
PROVISIONS RELATING TO REDEMPTION
GENERAL PROVISIONS APPLICABLE TO THE NOTES
RESPONSIBILITY
I accept responsibility for the information contained in these Amended and Restated Final Terms.
Signed on behalf of BPCE SFH:
______________________
BPCE SFH
By: Cédric Perrier, Chief Executive Officer ( Directeur Général )
Duly authorised
PART B - OTHER INFORMATION
Save as discussed in sections "Subscription and Sale" and "Risk factors – Risks related to the Issuer - Certain conflicts of interest" of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the issue.
4. USE AND ESTIMATED NET PROCEEDS
5. FIXED RATE NOTES ONLY - YIELD
6. OPERATIONAL INFORMATION
7. FLOATING RATE NOTES ONLY – BENCHMARK
Attachment
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