The Issuer may redeem the Notes at their Optional Redemption Amount (specified in the Final Terms), in whole but not in part, on the Optional Redemption Date at the Issuer’s discretion, subject to certain conditions being met, inter alia, regulatory permission in accordance with Article 78 of the CRR (as further detailed in the Base Prospectus).

Optional Redemption Date: 08 Mar 2029

Early Redemption Events:

The Issuer may, at its option, redeem all (but not some only) of the outstanding Notes at their Early Redemption Amount (specified in the Final Terms), 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, inter alia, regulatory permission if required (as further detailed in the Base Prospectus).

Where:

“Capital Event” means a change in the regulatory classification of the Subordinated Notes, that was not reasonably foreseeable at their Issue Date, as a result of which such Subordinated Notes would be fully excluded from Tier 2 Capital;

“MREL/TLAC Disqualification Event” means, that at any time all or part of the outstanding principal 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;

“Relevant Regulator” means the European Central Bank and any successor or replacement thereto, or other authority including, but not limited to any resolution authority, having primary responsibility for the prudential oversight and supervision of the Issuer and/or the application of the Applicable Banking Regulation to the Issuer and the Groupe BPCE; and

“Tier 2 Capital” means capital which is treated by the Relevant Regulator as a constituent of tier 2 under Applicable Banking Regulations from time to time for the purposes of the Issuer.