Bond BPCe 1.13% ( FR0013202603 ) in EUR

BPCe

100 % ⇌

France

FR0013202603 ( in EUR )

1.13% per year ( payment 1 time a year)

06/10/2031

Prospectus brochure of the bond BPCE FR0013202603 en EUR 1.13%, maturity 06/10/2031

06/10/2025 ( In 18 days )

BPCE is France's second-largest banking group, a cooperative network formed from the merger of the Banques Populaires and Caisses d'Epargne, providing a comprehensive range of retail banking, asset management, and insurance services.

The Bond issued by BPCe ( France ) , in EUR, with the ISIN code FR0013202603, pays a coupon of 1.13% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/10/2031

Final Terms dated 4 October 2016

BPCE

Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2016-32
TRANCHE NO: 1
EUR 42,000,000 1.13 per cent. Notes due 6 October 2031

Dealer
Commerzbank Aktiengesellschaft

1

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions")
set forth in the Base Prospectus dated 18 November 2015 which received visa n°15-588 from the Autorité des
marchés financiers (the "AMF") on 18 November 2015 and the Base Prospectus Supplements dated 29 February
2016, 5 April 2016, 19 May 2016, 9 August 2016 and 6 September 2016 which received visa n° 16-062 on 29
February 2016, n° 16-118 on 5 April 2016, n° 16-186 on 19 May 2016, n° 16-390 on 9 August 2016 and n° 16-
416 on 6 September 2016 (the "Supplements") which together constitute a base prospectus for the purposes of
the Prospectus Directive (Directive 2003/71/EC), as amended (the "Prospectus Directive").
This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the
Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of these
Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the Base Prospectus
Supplementsare available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the
website of the AMF (www.amf-france.org) and copies may be obtained from BPCE, 50 avenue Pierre Mendès-
France, 75013 Paris, France.
1. Issuer:
BPCE
2. (i) Series Number:
2016-32
(ii)
Tranche Number:
1
3. Specified Currency or Currencies:
Euro (« EUR »)
4. Aggregate Nominal Amount:

(i)
Series:
EUR 42,000,000
(ii)
Tranche:
EUR 42,000,000
5. Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6. Specified Denomination(s):
EUR 200,000
7. (i)
Issue Date:
6 October 2016

(ii)
Interest Commencement Date:
6 October 2016
8. Interest Basis:
1.13 per cent. Fixed Rate
(further particulars specified below)
9. Maturity Date:
6 October 2031
10. Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Maturity
Date at 100 per cent. of their nominal amount
11. Change of Interest Basis:
Not Applicable
12. Put/Call Options:
Not Applicable
13. (i) Status of the Notes:
Senior Notes

2

(ii)
Dates of the corporate authorisations Decision of the Directoire of the Issuer dated 25 April
for issuance of Notes obtained:
2016 and decision of Mr. Jean-Philippe Berthaut, Head of
Group Funding, dated on 12 September 2016
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
1.13 per cent. per annum payable in arrear on each Interest
Payment Date
(ii)
Resettable:
Not Applicable
(iii) Interest Payment Date:
6 October in each year, commencing on 6 October 2017 to
and including the Maturity Date.
(iv) Fixed Coupon Amount:
EUR 2,260 per Note of EUR 200,000
(v)
Broken Amount(s):
Not Applicable
(vi) Day Count Fraction:
Actual/Actual (ICMA)
(vii) Determination Dates:
6 October in each year
(viii) Payments on Non-Business Days
As per Conditions
15. Floating Rate Note Provisions
Not Applicable
16. Zero Coupon Note Provisions
Not Applicable
17. Inflation Linked Interest Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Call Option
Not Applicable
19. Put Option
Not Applicable
20. Final Redemption Amount of each Note
EUR 200,000 per Note of EUR 200,000 Specified
Denomination
Inflation Linked Notes Provisions relating
Not Applicable
to the Final Redemption Amount:
21. Early Redemption Amount

(i)
Early Redemption Amount(s) of each
Note payable on redemption upon the
occurrence of a Capital Event in the
case
of
Subordinated
Notes
(Condition 6(g)), for taxation reasons
(Condition
6(h)),
for
illegality
(Condition 6(k)) or on event of default
in the case of the Senior Notes EUR 200,000 per Note of EUR 200,000 Specified
(Condition 9):
Denomination

3

(ii)
Redemption for taxation reasons
permitted on days others than Interest
Payment Dates (Condition 6(h)):
Yes
(iii) Unmatured Coupons to become void
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes:
Dematerialised Notes
(i)
Form of Dematerialised Notes:
Bearer form (au porteur)
(ii)
Registration Agent:
Not Applicable
(iii) Temporary Global Certificate:
Not Applicable
(iv) Applicable TEFRA exemption:
Not Applicable
23. Financial Centre(s):
TARGET
24. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
25. Details relating to Instalment Notes: amount
of each instalment, date on which each
payment is to be made:
Not Applicable
26. Redenomination provisions:
Not Applicable
27. Purchase in accordance with Article L.213-1
Applicable
A and D.213-1 A of the French Code
monétaire et financier:
28. Consolidation provisions:
Not Applicable
29. Masse:
Contractual Masse shall apply
Name and address of the Representative:
MCM AVOCAT, Selarl d'avocats interbarreaux inscrite au
Barreau de Paris
10, rue de Sèze
75009 Paris
France
Represented by Maître Antoine Lachenaud, Co-gérant
associé
Name and address of the alternate Representative:
Maître Philippe Maisonneuve
Avocat
10, rue de Sèze
75009 Paris
France
The Representative will receive a remuneration of Euro
2,000 (excluding VAT) per year.

4

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms
Signed on behalf of BPCE
Duly represented by:
Jean-Philippe Berthaut, Head of Group Funding

5

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading:
Application has been made by the Issuer (or on its behalf) for
the Notes to be listed and admitted to trading on Euronext Paris
with effect from the Issue Date.
(ii) Estimate of total expenses related
EUR 7,600
to admission to trading:
2.
RATINGS
Not Applicable
Ratings:

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer.
4. YIELD
Indication of yield:
1.13 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue
Price. It is not an indication of future yield.
5.
OPERATIONAL INFORMATION
ISIN:
FR0013202603
Common Code:
149275410
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common
Depositary
for
Euroclear
and
Clearstream
Luxembourg:
No
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream, Luxembourg
and
the
relevant
identification
number(s):
Delivery:
Delivery against payment

6

Names and addresses of additional

Paying Agent(s) (if any):
Not Applicable
10.
DISTRIBUTION

(i)
Method of distribution:
Non-syndicated

(ii) If syndicated:

Not applicable

Commerzbank Aktiengesellschaft

(iii) If non-syndicated, name and
Kaiserstraße 16 (Kaiserplatz)
address of Dealer:
60311 Frankfurt am Main (Germany)

(iv) US Selling
Reg. S Compliance Category 2 applies to the Notes; TEFRA
Restrictions(Categories of potential
not applicable
investors to which the Notes are
offered):

7