Bond BPCe 1.47% ( FR0013352192 ) in EUR

BPCe

100 % ⇌

France

FR0013352192 ( in EUR )

1.47% per year ( payment 1 time a year)

02/08/2038

Prospectus brochure of the bond BPCE FR0013352192 en EUR 1.47%, maturity 02/08/2038

100 000 EUR

25 000 000 EUR

02/08/2026 ( In 318 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 FR0013352192, pays a coupon of 1.47% per year.
The coupons are paid 1 time per year and the Bond maturity is 02/08/2038

PRIIPS REGULATION - PROHIBITION OF SALES TO EEA 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 (as amended "MiFID II"); or (ii) a customer within the meaning of Directive 2016/96/EU, , 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 Directive 2003/71/EC, as amended. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, 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.
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 taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on February 2018 has led to the conclusion that,: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in 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' target market 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' target market assessment) and determining appropriate distribution channels.

Final Terms dated 31 July 2018

BPCE SFH
Issue of 25,000,000 1.470 per cent. Notes due 02 August 2038
extendable as Floating Rate Notes from August 2038 up to August 2039
under the
40,000,000,000 Euro Medium Term Note Programme
for the issue of obligations de financement de l'habitat and other privileged notes

Series No.: 119
Tranche No.: 1

Issue Price: 100 per cent.

Dealer
USB Limited

PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base
prospectus dated 25 May 2018 which received visa No. 18-198 from the Autorité des marchés financiers (the
"AMF") on 25 May 2018 (together, the "Base Prospectus") which constitutes a base prospectus for the purposes
of the Prospectus Directive (as defined below).
This document constitutes the final terms (the "Final Terms") relating to the notes described herein (the
"Notes") for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Base Prospectus. 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. The Base Prospectus and these Final Terms are
available for viewing on the websites of BPCE (www.bpce.fr) and of the AMF (www.amf-france.org) and
during normal business hours at the registered office of the Issuer and at the specified office of the Paying
Agent(s) where copies may be obtained.
"Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council of
4 November 2003, as amended, and includes any relevant implementing measure of such directive in each
relevant Member State of the European Economic Area.

1.
(i)
Series Number:
119
(ii)
Tranche Number:
1
2.
Specified Currency:
Euro ("")
3.
Aggregate Nominal Amount of Notes:

(i)
Series:
25,000,000
(ii)
Tranche:
25,000,000
4.
Issue Price:
100 per cent. of the Aggregate Nominal Amount of the
Tranche
5.
Specified Denomination(s):
100,000
6.
(i)
Issue Date:
02 August 2018
(ii)
Interest Commencement Date:
Issue Date
7.
Final Maturity Date:
02 August 2038
8.
Extended Final Maturity Date:
Specified Interest Payment Date falling on, or nearest
to, 02 August 2039
9.
Interest Basis:
Fixed/Floating Rate
(Further particulars specified below)
10.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the Final
Maturity Date or the Extended Final Maturity Date, as
the case may be at 100 per cent. of their Specified
Denomination
(Further particulars specified below)
11.
Change of Interest Basis:
Applicable Fixed/Floating Rate
(Further
particulars
specified
below
in
"Fixed/Floating Rate Notes Provisions")
12.
Put/Call Options:
Not Applicable

13.
Date of corporate authorisations for
issuance of Notes obtained:
Decisions of the Conseil d'administration (Board of
Directors) of the Issuer (i) dated 14 December 2017
authorising the issue of obligations de financement de
l'habitat and other resources benefiting from the
privilège referred to in Article L.513-11 of the French
Monetary and Financial Code (Code monétaire et
financier) up to 4,000,000,000 for the period
beginning on 1 January 2018 and ending on 31
December 2018 and (ii) dated 20 June 2018
authorising the quarterly programme of borrowings
benefiting from such privilège up to 1, 150,000,000
for the third quarter of 2018.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Notes Provisions:
Applicable before the Switch Date
(i)
Rate(s) of Interest:
1.470 per cent. per annum payable annually in
arrear
(ii)
Interest Payment Date(s):
02 August in each year, from and including 02
August 2019 up to and including the Final Maturity
Date

(iii)
Fixed Coupon Amount(s):
Rate of Interest × Specified Denomination × Day
Count Fraction (i.e. 1,470 per 100,000 in
Specified Denomination)
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction (Condition 5(a)):
Actual/Actual-ICMA, Unadjusted
(vi)
Determination Dates:
02 August in each year

(vii)
Payment on non-Business Days:
As per Conditions

15.
Floating Rate Notes Provisions:
Applicable after the Switch Date

(i)
Interest Period(s):
The period from and including the Final Maturity
Date to but excluding the first Specified Interest
Payment Date and each successive period from and
including a Specified Interest Payment Date to but
excluding the next succeeding Specified Interest
Payment Date, up to and excluding the Extended
Final Maturity Date or, if earlier, the Specified
Interest Payment Date on which the Notes are
redeemed in full, all such dates being subject to
adjustment in accordance with the Business Day
Convention set out in (v) below
(ii)
Specified Interest Payment Dates:
Payable monthly in arrear on the 2nd of each month
from and including 02 September 2038 up to and
including 02 August 2039, all such dates being
subject to adjustment in accordance with the
Business Day Convention set out in (v) below
(iii)
First Specified Interest Payment Date:
Specified Interest Payment Date falling on, or
nearest to, 02 September 2038
(iv)
Interest Period Date:
Specified Interest Payment Date
(v)
Business Day Convention:
Modified Following Business Day Convention

(vi)
Business Centre(s) (Condition 5(a)):
Not Applicable
(vii)
Manner in which the Rate(s) of Interest
is/are to be determined:
Screen Rate Determination
(viii) Party responsible for calculating the
Rate(s) of Interest and/or Interest
Amount(s) (if not the Note Calculation
Agent):
Not Applicable
(ix)
Screen Rate Determination:(Condition
5(c)(iii)(C))
Applicable
- Relevant Rate:
EURIBOR 1 month
- Interest Determination Date(s):
Two (2) TARGET Business Days prior to the first
day in each Interest Period
- Relevant Screen Page :
Reuters EURIBOR01
- Relevant Screen Page Time:
Not Applicable
(x)
FBF
Determination
(Condition
5(c)(iii)(B)):
Not Applicable
(xi)
ISDA
Determination
(Condition
5(c)(iii)(A)):
Not Applicable
(xii)
Margin(s):
+ 0.08 per cent. per annum
(xiii) Rate Multiplier:
Not Applicable
(xiv) Minimum Rate of Interest:
0.00 per cent. per annum
(xv)
Maximum Rate of Interest:
Not Applicable
(xvi) Day Count Fraction (Condition 5(a)):
Actual/360, Adjusted
16.
Fixed/Floating Rate Notes Provisions:
Applicable
(i)
Issuer Change of Interest Basis:
Not Applicable

(ii)
Automatic Change of Interest Basis:
Applicable

(iii)
Rate of Interest applicable to the

Interest Periods preceding the Switch
Date (excluded):
Determined in accordance with Condition 5(b), as
though the Note was a Fixed Rate Note with further
variables set out in item 14 of these Final Terms
(iv)
Rate of Interest applicable to the

Interest Periods following the Switch
Date (included):
Determined in accordance with Condition 5(c), as
though the Note was a Floating Rate Note with
further variables set out in item 15 of these Final
Terms
(v)
Switch Date:
02 August 2038

(vi)
Minimum notice period required for

notice from the Issuer:
Not Applicable
17.
Zero Coupon Notes Provisions
Not Applicable

PROVISIONS RELATING TO REDEMPTION
18.
Call Option:
Not Applicable
19.
Put Option:
Not Applicable

20.
Final Redemption Amount of each Note:
100,000 per 100,000 in Specified Denomination
21.
Redemption by Instalment:
Not Applicable

22.
Early Redemption Amount:

Early Redemption Amount(s) of each Note
payable on early redemption as set out in the
Terms and Conditions:
100,000 per 100,000 in Specified Denomination
23.
Purchases (Condition 6(h)):
The Notes purchased may be held and resold as set out
in the Terms and Conditions
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Governing law:
French law
25.
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
26.
Financial Centre(s) or other special
provisions relating to payment dates for
the purposes of Condition 7(g):
Not Applicable
27.
Talons for future Coupons or Receipts to
be attached to Definitive Materialised
Notes (and dates on which such Talons
mature):
Not Applicable
28.
Masse (Condition 10):

(i)
Representative:
As per Condition 10

(ii)
Alternative Representative:
As per Condition 10

(iii)
Remuneration of Representative:
As per Condition 10

RESPONSIBILITY
I accept responsibility for the information contained in these Final Terms.

Signed on behalf of BPCE SFH:
By: Roland CHARBONNEL Directeur Géneral

Duly authorised

PART B - OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING
(i)
Listing(s):
Euronext Paris
(ii)
(a) Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from the Issue Date.
(b) Regulated Markets or equivalent markets

on which, to the knowledge of the Issuer,

securities of the same class of the Notes to
be admitted to trading are already

admitted to trading:
Not Applicable
(iii)
Estimate of total expenses related to
admission to trading:
11,200
2.
RATINGS
Ratings:
The Notes are expected to be rated:

AAA by Standard & Poor's Credit Market Services
Europe Limited; and
Aaa by Moody's Investors Service Ltd.
Each of the above agencies is established in the
European Union and registered under Regulation (EC)
1060/2009 of the European Parliament and the Council
of 16 September 2009 on credit rating agencies, as
amended (the "CRA Regulation") and included in the
list of registered credit rating agencies published on
the website of the European Securities and Markets
Authority (www.esma.europa.eu) in accordance with
the CRA Regulation

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in sections "Subscription and Sale" and "Risk factors Risks related to the Issuer - Certain
conflicts of interest" of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the issue.
4.
FIXED RATE NOTES ONLY - YIELD
Indication of yield:
1.470 per cent. per annum
5.
OPERATIONAL INFORMATION
ISIN Code:
FR0013352192
Common Code:
186023986
Depositaries:

(a)
Euroclear France to act as Central
Depositary:
Yes
(b)
Common Depositary for Euroclear
Bank and Clearstream Banking, S.A.:
No

Any clearing system(s) other than Euroclear
Bank S.A./N.V. and Clearstream Banking,
S.A. and the relevant identification
number(s):
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional Paying Not Applicable
Agent(s) (if any):

Name and address of the Note Calculation
Agent designated in respect of the Notes (if
any):
Not Applicable

8.
DISTRIBUTION

Method of distribution:
Non-Syndicated

(i)
If syndicated, names of Managers: Not Applicable
(iii)
Stabilising Manager(s) (if any):
Not Applicable

If non-syndicated, name of Dealer:
UBS Limited

U.S. selling restrictions:
The Issuer is Category 1 for the purposes of
Regulation S under the United States Securities Act of
1933, as amended.
TEFRA rules not Applicable

7.
FLOATING RATE NOTES ONLY BENCHMARK
Benchmark:
Amounts payable under the Notes will be calculated
by reference to Euribor 1 month which is provided by
the European Money Markets Institute. As at the date
of these Final Terms, Euribor 1 month does not appear
on the register of administrators and benchmarks
established and maintained by the European Securities
and Markets Authority pursuant to Article 36 of
Regulation (EU) 2016/1011 dated 8 June 2016 (the
"Benchmark Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the
Benchmark Regulation apply, such that European
Money Markets Institute is not currently required to
obtain authorisation or registration.