Bond BPCe 4.214% ( FR0013399292 ) in AUD

BPCe

100 % ⇌

France

FR0013399292 ( in AUD )

4.214% per year ( payment 1 time a year)

31/01/2034

Prospectus brochure of the bond BPCE FR0013399292 en AUD 4.214%, maturity 31/01/2034

31/01/2026 ( In 267 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 AUD, with the ISIN code FR0013399292, pays a coupon of 4.214% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/01/2034

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.
Final Terms dated 29 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: 2019-11
TRANCHE NO: 1
AUD5,000,000 4.214% Senior Preferred Notes due 31 January 2034 (the "Notes)

Dealer
Natixis

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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:
2019-11

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Australian Dollars ("AUD")
4
Aggregate Nominal Amount:

(i) Series:
AUD 5,000,000

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

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
4.214 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
31 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 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 23 January 2019.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable

(i) Rate of Interest:
4.214 per cent. per annum payable in arrear on each
Interest Payment Date

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(ii) Interest Payment Date:
31 January in each year commencing on 31 January
2020

(iii) Fixed Coupon Amount:
AUD 8,428 per Note of AUD200,000 Specified
Denomination

(iv) Broken Amount:
Not Applicable

(v) Date Count Fraction:
30/360, unadjusted

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
31 January in each year

(viii) Payment 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
Applicable
Option:
21 Final Redemption Amount of each Note
AUD 200,000 per Note of AUD 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
AUD 200,000 per Note of AUD 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
Yes
permitted on days others than Interest
Payment Dates (Condition 6(i)):

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(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):
TARGET, Sydney
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:
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.

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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

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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 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 9,100
admission to trading:
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:
4.214%
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:
FR0013399292

Common Code:
194350252

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

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(iii) If non-syndicated, name and address of
Natixis at 47 Quai d'Austerlitz, 75013 Paris
Dealer:

(iv) Prohibition of Sales to EEA Retail
Not 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):

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