Bond BPCe 0.2% ( FR0013398385 ) in USD

BPCe

100 % ⇌

France

FR0013398385 ( in USD )

0.2% per year ( payment 4 times a year)

24/01/2020 - Bond has expired

Prospectus brochure of the bond BPCE FR0013398385 in USD 0.2%, expired

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 FR0013398385, pays a coupon of 0.2% per year.
The coupons are paid 4 times per year and the Bond maturity is 24/01/2020

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES 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 5 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 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
manufacturer's 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
manufacturer's target market assessment) and determining appropriate distribution channels.
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 MiFID II; or (ii) a customer
within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. 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.Final Terms dated 22 January 2019

BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2019-05
TRANCHE NO: 1
USD 82,000,000 Floating Rate Senior Preferred Notes due 24 January 2020

Dealer
Citigroup

A33077306

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 November 2018 which received visa n°18-528 from
the Autorité des marchés financiers (the "AMF") on 21 November 2018 (the "Base Prospectus"), which
constitutes 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. 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 is 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:
2019-05

(ii) Tranche Number:
1

(iii) Date on which the Notes become
Not Applicable
fungible:
3
Specified Currency or Currencies:
United States Dollars ("USD")
4
Aggregate Nominal Amount:

(i) Series:
USD 82,000,000

(ii) Tranche:
USD 82,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
USD 200,000
7
(i) Issue Date:
24 January 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Floating Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or nearest
to 24 January 2020
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 9 April
for issuance of Notes obtained:
2018 and 16 July 2018 of Mr. Jean-Philippe Berthaut,
Head of Group Funding, dated 17 January 2019.
A33077306

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 on (but excluding)
the next succeeding Specified Interest Payment Date

(ii) Specified Interest Payment Dates:
24 January, 24 April, 24 July and 24 October in each
year, subject to adjustment in accordance with the
Business Day Convention set out in (iv) below

(iii) First Interest Payment Date:
The Specified Interest Payment Date falling on or
nearest to 24 April 2019

(iv) Business Day Convention:
Modified Following Business Day Convention

(v) Interest Period Date:
Not Applicable

(vi) Business Centre(s):
New York and TARGET

(vii) Manner in which the Rate(s) of Interest
Screen Rate Determination
is/are to be determined:

(viii) Party responsible for calculating the
Not Applicable
Rate(s) of Interest and/or Interest
Amount(s) (if not the Calculation
Agent):

(ix) Screen Rate Determination:
Applicable

Reference Rate:
3 months USD LIBOR

Interest Determination Date:
Two (2) London Business Days prior to the first day of
each Interest Accrual Period

Relevant Screen Page:
Reuters Screen LIBOR01

Relevant Screen Page Time
11.00am London time

(x) FBF Determination
Not Applicable

(xi) ISDA Determination:
Not Applicable

(xii) Margin(s):
+ 0.20 per cent. per annum

(xiii) Minimum Rate of Interest:
0.00 per cent. per annum

(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
A33077306

20 MREL/TLAC Disqualification Event Call
Applicable
Option:
21 Final Redemption Amount of each Note
USD 200,000 per Note of USD 200,000 Specified
Denomination
22 Inflation Linked Notes Provisions relating
Not Applicable
to the Final Redemption Amount:

23 Early Redemption Amount

(i) Early Redemption Amount(s) of each
USD 200,000 per Note of USD 200,000 Specified
Senior Note payable on redemption
Denomination
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 (Condition
6(l)):

(ii) Early Redemption Amount(s) of each
Not Applicable
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)):

(iii) Redemption for taxation reasons
No
permitted on days others than Interest
Payment Dates (Condition 6(i)):

(iv) Unmatured Coupons to become void
Not Applicable
upon early redemption (Materialised
Bearer Notes only) (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):
New York and TARGET
26 Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Notes (and dates on
which such Talons mature):
27 Details relating to Instalment Notes: amount
Not Applicable
of each instalment, date on which each
payment is to be made:
A33077306

28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable
Applicable
French laws and regulations:
30 Consolidation provisions:
Not Applicable
31 Meeting and Voting Provisions (Condition
Contractual Masse shall apply
11):

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. Jean-Philippe Berthaut, Head of Group Funding

A33077306

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 behaf)
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
EUR 1,800
admission to trading:
2
RATINGS

Ratings:
The Notes to be issued have been 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
FLOATING RATE NOTES ONLY - HISTORIC INTEREST RATES

Details of historic LIBOR rates can be obtained from Reuters Page LIBOR01.
5
NOTES LINKED TO A BENCHMARK ONLY BENCHMARK

Benchmarks:
Amounts payable under the Notes will be calculated by
reference to 3 months USD LIBOR which is provided by
European Money Market Institute ("EMMI"). As at the
date of these Final Terms, EMMI 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 the Benchmark
Regulation (Regulation (EU) 2016/1011) (the
"Benchmark Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the
Benchmark Regulation apply, such that EMMI is not
currently required to obtain authorisation or registration.
6
OPERATIONAL INFORMATION

ISIN:
FR0013398385

Common Code:
194091044

Depositaries:

(i) Euroclear France to act as Central
Yes
Depositary:

(ii) Common Depositary for Euroclear and
No
Clearstream:

Any clearing system(s) other than Euroclear
Not Applicable
and Clearstream and the relevant
identification number(s):
A33077306

Delivery:
Delivery free of payment

Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
7
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
Citigroup Global Markets Limited at Citigroup Centre,
Dealer:
Canada Square, Canary Wharf, London E14 5LB,
United Kingdom

(iv) Prohibition of Sales to EEA Retail
Applicable
Investors:

(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes;
(Categories of potential investors to
TEFRA not applicable

which the Notes are offered):

A33077306