Bond BPCe 9.375% ( FR0013341377 ) in ZAR

BPCe

100 % ⇌

France

FR0013341377 ( in ZAR )

9.375% per year ( payment 1 time a year)

10/06/2025

Prospectus brochure of the bond BPCE FR0013341377 en ZAR 9.375%, maturity 10/06/2025

2 000 000 ZAR

100 000 000 ZAR

11/06/2025 ( In 33 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.

The Bond issued by BPCe ( France ) , in ZAR, with the ISIN code FR0013341377, pays a coupon of 9.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 10/06/2025

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.
Final Terms dated 5 June 2018

BPCE

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

SERIES NO: 2018-12
TRANCHE NO: 1
ZAR 100,000,000 9.315 per cent Senior Preferred Notes due 11 June 2025 (the "Notes")

Dealer
ING Bank N.V.

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 first supplement to the
Base Prospectus dated 24 January 2018 which received visa n°18-024 from the AMF, the second supplement to
the Base Prospectus dated 20 February 2018 which received visa n°18-047 from the AMF, the third supplement
to the Base Prospectus dated 6 March 2018 which received visa n°18-075 from the AMF and the fourth
supplement to the Base Prospectus dated 5 April 2018 which received visa n°18-115 from the AMF
(the "Supplements"), 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 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:
2018-12
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
ZAR
4
Aggregate Nominal Amount:

(i) Series:
ZAR 100,000,000
(ii) Tranche:
ZAR 100,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
ZAR 2,000,000
7
(i) Issue Date:
11 June 2018

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
9.315 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
11 June 2025
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 for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
18 April 2017 and decision of Mr. Roland
Charbonnel, Director of Group Funding and
Investor Relations Department, dated 31 May 2018
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
9.315 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Interest Payment Date(s):
11 June in each year commencing on 11 June 2019

(iii) Fixed Coupon Amount:
ZAR 186,300 per Note of ZAR 2,000,000
Specified Denomination

(iv) Broken Amount:
Not Applicable

(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
11 June 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:
ZAR 2,000,000 per Note of ZAR 2,000,000 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 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 6(i)(ii)) or for Illegality ZAR 2,000,000 per Note of ZAR 2,000,000 Specified
(Condition 6(l)):
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 Deductibility Event
(Condition 6(i)(iii)):
Not Applicable
(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) (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):
London, New York and Johannesburg
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
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
EUR 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:
Mr. Roland Charbonnel, Director of Group Funding and Investor Relations Department

PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING
(i)
Listing and Admission to Application has been made by the Issuer (or on its behalf) for the
trading:
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 5,000 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S&P: A
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:
9.315 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:
FR0013341377
Common Code:
183361694
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear and Clearstream:
No
Any clearing system(s) other than
Euroclear and Clearstream and the
relevant identification number(s):
Not Applicable
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
address of Dealer:
ING Bank N.V.
(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA RETAIL
Retail Investors:
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

(Categories of potential

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