Bond BPCe 1.625% ( FR0013312501 ) in EUR

BPCe

97.6 % ▲

France

FR0013312501 ( in EUR )

1.625% per year ( payment 1 time a year)

30/01/2028

Prospectus brochure of the bond BPCE FR0013312501 en EUR 1.625%, maturity 30/01/2028

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31/01/2026 ( In 183 days )

BPCE is a French banking group formed by the merger of several regional banking networks, primarily operating through its two main subsidiaries, Banque Populaire and Caisse d'Epargne.

This Euro-denominated bond, identifiable by its ISIN FR0013312501, represents a fixed-income investment opportunity issued by BPCE, a prominent and systemically important French banking group. With its principal scheduled for repayment on January 30, 2028, the instrument offers investors a fixed annual coupon of 1.625% and is currently trading on the market at 97.6% of its par value, indicating it is priced at a discount and potentially offering a higher yield-to-maturity for new investors assuming hold to maturity. As the second-largest banking group in France by total assets, BPCE was formed in 2009 from the merger of Groupe Banque Populaire and Groupe Caisse d'Épargne, operating a comprehensive range of banking and financial services including retail banking, corporate and investment banking (through Natixis), insurance, and asset management, serving millions of clients across its domestic market and internationally; the bond's issuance in France aligns with the group's core operational base and strategic financial activities within the European economic landscape.

Final Terms dated 29 January 2018

BPCE

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

SERIES NO: 2018-05
TRANCHE NO: 1
Euro 750,000,000 1.625 per cent. Senior Non-Preferred Notes due 31 January 2028

Joint Lead Managers
Bankinter, S.A.
BayernLB
Citigroup Global Markets Limited
Mizuho Securities
Natixis

Co-Lead Managers
DekaBank
DZ BANK AG
Norddeutsche Landesbank Girozentrale -

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that, in relation to the type of clients criterion
only: (i) the type of clients to whom the Notes are targeted is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' type of clients assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' type of clients assessment) and determining appropriate distribution channels.

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 1 December 2017 which received visa n°17-625
from the Autorité des marchés financiers (the "AMF") on 1 December 2017 (the "Base Prospectus") and the
supplement to the Base Prospectus dated 24 January 2018 which received visa n°18-024 from the AMF (the
"Supplement"), which together constitute a base prospectus for the purposes of 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 Supplement 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:
2018-05
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Euro
4
Aggregate Nominal Amount:

(i) Series:
Euro 750,000,000
(ii) Tranche:
Euro 750,000,000
5
Issue Price:
99.899 per cent. of the Aggregate Nominal
Amount
6
Specified Denomination:
Euro 100,000
7
(i) Issue Date:
31 January 2018

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
1.625 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
31 January 2028
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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 Non-Preferred Notes
(ii) Dates of the corporate authorisations for issuance Decision of the Directoire of the Issuer
of Notes obtained:
dated 18 April 2017 and decision of
Mr. Jean-Philippe Berthaut, Head of Group
Funding, dated 22 January 2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
1.625 per cent. per annum payable
annually in arrear on each Interest
Payment Date
(ii) Interest Payment Date(s):
31 January in each year commencing on
31 January 2019
(iii) Fixed Coupon Amount:
Euro 1,625 per Note of Euro 100,000
Specified Denomination
(iv) Broken Amount:
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
31 January in each year
(viii) Payments on Non-Business Days:
As per the 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 MREL/TLAC Disqualification Event Call Option:
Applicable
21 Final Redemption Amount of each Note:
Euro 100,000 per Note of Euro 100,000
Specified Denomination
22 Inflation Linked Notes Provisions relating to the
Not Applicable
Final Redemption Amount:

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23 Early Redemption Amount:

(i) Early Redemption Amount(s) of each Senior Note
payable on redemption upon the occurrence of an
MREL/TLAC Disqualification Event (Condition
6(g)), if applicable, a Withholding Tax Event
(Condition 6(i)(i)), a Gross Up Event (Condition Euro 100,000 per Note of Euro 100,000
6(i)(ii)) or for Illegality (Condition 6(l)):
Specified Denomination

(ii) 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),
a Gross-Up Event (Condition 6(i)(ii)) or a Tax Not Applicable
Deductibility Event (Condition 6(i)(iii)):

(iii) Redemption for taxation reasons permitted on
days others than Interest Payment Dates
(Condition 6(i)):
Yes
(iv) Unmatured Coupons to become void upon early
redemption (Materialised Bearer Notes only) Not Applicable
(Condition 7(f)):

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 applicable French laws

and regulations:
Applicable
30 Consolidation provisions:
Not Applicable
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31 Events of Default for Senior Preferred Notes

(Condition 9(a)):
Not Applicable
32 Meeting and Voting Provisions (Condition 11):
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
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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
to
admission
to
Euro 12,575 (including AMF fees)
trading:
2
RATINGS
Ratings:
The Notes to be issued have been rated:
Fitch: A
Moody's Investor Services: Baa3
S&P: BBB+

Each of Fitch, Moody's Investor Services and S&P is
established in the European Union and registered under
Regulation (EC) No 1060/2009 as amended.
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:
1.636 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:
FR0013312501
Common Code:
176006234
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 against payment
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Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
6
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii) If syndicated:

(a) Names of Managers:
Joint Lead Managers
Bankinter, S.A.
Bayerische Landesbank
Citigroup Global Markets Limited
Mizuho International plc
Natixis

Co-Lead Managers
Dekabank Deutsche Girozentrale
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
Norddeutsche Landesbank Girozentrale

(b) Stabilising Manager(s) if
any:
Not Applicable
(iii) If non-syndicated, name and Not Applicable
address of Dealer:
(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA
Retail Investors:
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 ("MiFID II"); (ii) a customer within the
meaning of Directive 2002/92/EC, where that customer
would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive.
Consequently, no key information document required by
Regulation (EU) No 1286/2014 (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.
(v) US Selling Restrictions

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(Categories of potential investors

to which the Notes are offered):
Reg. S Compliance Category 2 applies to the Notes;
TEFRA not applicable

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