Bond BPCe 1.723% ( FR0013398971 ) in JPY

BPCe

100 % ⇌

France

FR0013398971 ( in JPY )

1.723% per year ( payment 2 times a year)

29/01/2034

Prospectus brochure of the bond BPCE FR0013398971 en JPY 1.723%, maturity 29/01/2034

500 000 000 JPY

10 000 000 000 JPY

30/01/2026 ( In 134 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 JPY, with the ISIN code FR0013398971, pays a coupon of 1.723% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/01/2034

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of the 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 manufacturer's 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 manufacturer's type of clients 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 28 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: 2019-09
TRANCHE NO: 1
JPY 10,000,000,000 1.723 per cent. Senior Non-Preferred Notes due 30 January 2034 (the "Notes")

Dealer
Goldman Sachs International

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:
2019-09

(ii) Tranche Number:
1
3.
Specified Currency or Currencies:
JPY
4.
Aggregate Nominal Amount:

(i)
Series:
JPY 10,000,000,000

(ii)
Tranche:
JPY 10,000,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination(s):
JPY 500,000,000
7.
(i)
Issue Date:
30 January 2019

(ii) Interest Commencement Date:
Issue Date
8.
Interest Basis:
1.723 per cent. Fixed Rate
(further particulars specified below)
9.
Maturity Date:
30 January 2034
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 Decisions of the Directoire of the Issuer dated 9 April 2018
authorisations for issuance of and 16 July 2018 and decision of Jean-Philippe Berthaut,
Notes obtained:
Responsable Emissions Groupe, dated 22 January 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions:
Applicable

(i)
Rate[(s)] of Interest:
1.723 per cent. Semi Annually, payable in arrear on each

Interest Payment Date

(ii) Interest Payment Date(s):
30 January and 30 July each year, commencing on the 30
July 2019 up to and including the Maturity Date

(iii) Fixed Coupon Amount:
JPY 4,307,500 per Note of JPY 500,000,000 Specified
Denomination

(iv) Broken Amount(s):
Not Applicable

(v)
Day Count Fraction:
30/360 Unadjusted

(vi) Determination Dates:
30 January and 30 July each year

(vii) 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 Applicable
Call Option:
21.
Final Redemption Amount of each Note:
JPY 500,000,000 per Note of JPY 500,000,000 Specified
Denomination
22.
Inflation Linked Notes Provisions Not Applicable
relating to the Final Redemption
Amount:
23.
Early Redemption Amount:

(i)
Early Redemption Amount(s) of JPY 500,000,000 per Note of JPY 500,000,000 Specified
each Senior Note payable on Denomination
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 (Condition 6(l)):

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

(iii) Redemption for taxation reasons Yes
permitted on days others than
Interest Payment Dates (Condition

6(i)):

(iv) Unmatured Coupons to become Not Applicable
void 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):
TARGET 2, Tokyo and London.
26.
Talons for future Coupons or Receipts to Not Applicable
be attached to Definitive Notes (and
dates on which such Talons mature):
27.
Details relating to Instalment Notes: Not Applicable
amount of each instalment, date on which
each payment is to be made:
28.
Redenomination provisions:
Not Applicable
29.
Purchase in accordance with applicable Applicable
French laws and regulations:

30.
Consolidation provisions:
Not Applicable
31.
Events of Default for Senior Preferred Not Applicable
Notes (Condition 9(a)):
32.
Meeting
and
Voting
Provisions Contractual Masse shall apply
(Condition 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: Jean-Philippe Berthaut, Responsable Emissions Groupe

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 EUR 10,700 (including AMF fees)
admission to trading:
2.
RATINGS

Ratings:
The Notes to be issued have been rated:
S & P: A-
Moody's: Baa2
Fitch: A+
Each of S&P Moody's and Fitch are 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:
1.723 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:
FR0013398971

Common Code:
194271336

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):

Delivery:
Delivery free of payment

Names and addresses of additional Paying Not Applicable

Agent(s) (if any):
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 Goldman Sachs International
Dealer:
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom

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

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