Bond BPCe 6.74174% ( FR0013261187 ) in USD

BPCe

100 % ⇌

France

FR0013261187 ( in USD )

6.74174% per year ( payment 2 times a year)

27/06/2027

Prospectus brochure of the bond BPCE FR0013261187 en USD 6.74174%, maturity 27/06/2027

1 000 000 USD

20 000 000 USD

27/09/2025 ( In 9 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 USD, with the ISIN code FR0013261187, pays a coupon of 6.74174% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/06/2027

Final Terms dated 23 June 2017

BPCE

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

SERIES NO: 2017-28
TRANCHE NO: 1
Issue of USD 20,000,000 Floating Rate Notes due 27 June 2027 (the "Notes")

Dealer
J.P. Morgan

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 21 December 2016 which received visa n°16-595 from the Autorité des
marchés financiers (the "AMF") on 21 December 2016 and the Base Prospectus Supplements dated 16 February
2017, 2 March 2017, 29 March 2017 and 18 May 2017 which received visa n°17-060, n°17-082, n°17-118 and
n°17-206 from the AMF on 16 February 2017, 2 March 2017, 29 March 2017 and 18 May 2017 (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 Supplements are
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:
2017-28
(ii)
Tranche Number:
1
3. Specified Currency or Currencies:
United States Dollars ("USD ")
4. Aggregate Nominal Amount:

(i)
Series:
USD 20,000,000
(ii)
Tranche:
USD 20,000,000
5. Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6. Specified Denomination(s):
USD 1,000,000
7.
(i) Issue Date:
27 June 2017

(ii) Interest Commencement Date:
Issue Date
8. Interest Basis:
Three (3) month USD ICE LIBOR + 1.12 per cent. per
annum Floating Rate
(further particulars specified below)
9. Maturity Date:
Specified Interest Payment Date falling on or nearest to 27
June 2027
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 Preferred Notes
(ii) Dates of the corporate authorisations Decision of the Directoire of the Issuer dated 18 April
for issuance of Notes obtained:
2017 and decision of Mr. Jean-Philippe Berthaut, Head of
Group Funding, dated 6 June 2017
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Not Applicable
15. Floating Rate Note Provisions
Applicable
(i)
Interest Period(s):
The period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the
First Interest Payment Date and each successive period
beginning on (and including) a Specified Interest Payment
Date and ending (but excluding) the next succeeding
Specified Interest Payment Date
(ii) Specified Interest Payment Dates:
Interest payable quarterly in arrear on 27 March, 27 June,
27 September and 27 December in each year, subject to
adjustment in accordance with the Business Day
Convention set out in (iv) below.
(iii) First Interest Payment Date:
27 September 2017 subject to adjustment in accordance
with the Business Day Convention set out in (iv) below
(iv) Business Day Convention:
Modified Following Business Day Convention
(v) Interest Period Date:
Not Applicable
(vi) Business Centre(s):
London, New York and TARGET2
(vii) Manner in which the Rate(s) of Screen Rate Determination
Interest is/are to be determined:
(viii) Party responsible for calculating the
Rate(s) of Interest and/or Interest
Amount(s) (if not the Calculation
Agent):
Not Applicable
(ix) Screen Rate Determination:
Applicable
Reference Rate:
Three (3) months USD ICE LIBOR

Interest Determination Date:
Two (2) London Business Days prior to the first day
of each relevant Interest Period
Relevant Screen Page:
Reuters Screen Page LIBOR01
Relevant Screen Page Time:
11:00 a.m. (London time)

(x) FBF Determination
Not Applicable
(xi) ISDA Determination:
Not Applicable
(xii) Margin(s):
+ 1.12 per cent. per annum
(xiii) Minimum Rate of Interest:
Not Applicable
(xiv) Maximum Rate of Interest:
Not Applicable
(xv) Day Count Fraction:
Actual/360, adjusted
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. MREL/TLAC Disqualification Event Call
Option:
Not Applicable
21. Final Redemption Amount of each Note
USD 1,000,000 per Note of USD 1,000,000 Specified
Denomination
22. Inflation Linked Notes Provisions relating

to the Final Redemption Amount:
Not Applicable
23. Early Redemption Amount

(i)
Early Redemption Amount(s) of each
Senior Preferred Note payable on
redemption upon the occurrence of a
Withholding Tax Event (Condition
6(i)(i)), a Gross-Up Event (Condition
6(i)(ii)) or for illegality (Condition USD 1,000,000 per Note of USD 1,000,000 Specified
6(l):
Denomination
(ii) Early Redemption Amount(s) of each
Senior Non-Preferred Note payable on
redemption upon the occurrence of an
MREL/TLAC Disqualification Event
(Condition 6(g)) or a Withholding Tax
Event (Condition 6(i)(i)):
Not Applicable
(iii) Early Redemption Amount(s) of each
Subordinated
Note
payable
on
redemption upon the occurrence of a
Capital Event (Condition 6(h), a
Withholding Tax Event (Condition
6(i)(i) or a Tax Deductibility Event
(Condition 6(i)(iii)):
Not Applicable

(iv) Early Redemption Amount(s) of each
Note payable on redemption upon the
occurrence of an Event of Default USD 1,000,000 per Note of USD 1,000,000 Specified
(Condition 9):
Denomination
(v) Redemption for taxation reasons
permitted on days others than Interest
Payment Dates (Condition 6(i)):
No
(vi) Unmatured Coupons to become void
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. 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
25. Financial Centre(s):
Not Applicable
26. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
27. Details relating to Instalment Notes: amount
of each instalment, date on which each
payment is to be made:
Not Applicable
28. Redenomination provisions:
Not Applicable
29. Purchase in accordance with Article L.213-1 Applicable
A and D.213-1 A of the French Code
monétaire et financier:

30. Consolidation provisions:
Not Applicable
31. Waiver of Set-Off :
Applicable
32. 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.

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

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i) Listing and Admission to trading:
Application is expected to be 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
to admission to trading:
EUR 6,475

2.
RATINGS
Ratings:
Not Applicable

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.
HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Reuters Screen Page LIBOR01.
5.
OPERATIONAL INFORMATION
ISIN:
FR0013261187
Common Code:
162975803
Depositaries:

(i) Euroclear France to act as Central
Depositary:
Yes
(ii) Common Depositary for Euroclear
and Clearstream:

No
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream and the
relevant identification number(s):
Delivery:
Delivery free of payment
Names and addresses of additional

Paying Agent(s) (if any):
Not Applicable

6.
DISTRIBUTION

(i) Method of distribution:
Non-syndicated

(ii) If syndicated:

(A) Names of Managers:
Not Applicable

(B) Stabilising Manager(s) if any:
Not Applicable

(iii) If non-syndicated, name and
J.P. Morgan Securities plc
address of Dealer:
25 Bank Street
Canary Wharf
London E14 5JP

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