Bond BPCe 0.25% ( FR0013420890 ) in JPY

BPCe

100 % ⇌

France

FR0013420890 ( in JPY )

0.25% per year ( payment 4 times a year)

24/05/2021 - Bond has expired

Prospectus brochure of the bond BPCE FR0013420890 in JPY 0.25%, expired

15 000 000 JPY

15 000 000 000 JPY

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 FR0013420890, pays a coupon of 0.25% per year.
The coupons are paid 4 times per year and the Bond maturity is 24/05/2021

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the 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 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 21 May 2018

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

SERIES NO: 2019-31
TRANCHE NO: 1
JPY 15,000,000,000 Floating Rate Senior Preferred Notes due 24 May 2021 (the "Notes")

Dealer
J.P. Morgan Securities plc

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Classification C2 - Interne BPCE

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") and
the supplements to the Base Prospectus dated 1 March 2019 which received visa n°19-068 from the AMF,
dated 16 April 2019 which received visa n°19-164 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 Supplement 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:
2019-31
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Japanese Yen ("JPY")
4
Aggregate Nominal Amount:

(i) Series:
JPY 15,000,000,000
(ii) Tranche:
JPY 15,000,000,000
5
Issue Price:
100.204 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
JPY 15,000,000
7
(i) Issue Date:
23 May 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Three (3) month JPY LIBOR +0.25 per cent.
Floating Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or nearest
to 24 May 2021
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 Decision of the Directoire of the Issuer dated 2 April
issuance of Notes obtained:
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2019 and decision of Mr. Jean-Philippe Berthaut,
Head of Group Funding, dated 14 May 2019.
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 Specified 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:
23 February, 23 May, 23 August and 23 November,

in each year, subject to adjustment in accordance
with the Business Day Convention set out in (iv)
below
(iii)
First Interest Payment Date:
23 August 2019, subject to adjustment in accordance
with the Business Day Convention set out in (iv)
below
(iv)
Business Day Convention:
Modified Following Business Day Convention
(v)
Interest Period Date:
Not Applicable
(vi)
Business Centre(s):
London, Tokyo 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:
Three (3) month JPY LIBOR

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

-
Relevant Screen Page:
Reuters Screen Page LIBOR3750

-
Relevant Screen Page Time:
11:00 a.m. (London Time)
(x)
FBF Determination:
Not Applicable
(xi)
ISDA Determination:
Not Applicable
(xii) Margin(s):
+0.25 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 (Unadjusted)
16 Zero Coupon Note Provisions:
Not Applicable
17 Inflation Linked Interest Note Provisions:
Not Applicable
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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:
JPY 15,000,000 per Note of JPY 15,000,000
Specified Denomination
22 Inflation Linked Notes Provisions relating to
Not Applicable
the Final Redemption Amount:
23 Early Redemption Amount:

(i) Early Redemption Amount(s) of each JPY 15,000,000 per Note of JPY 15,000,000
Senior Note payable on redemption upon Specified Denomination
the occurrence of a 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):
London, Tokyo and TARGET
26 Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Notes (and dates on
which such Talons mature):
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27 Details relating to Instalment Notes: amount of Not Applicable
each instalment, date on which each payment
is to be made:
28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable French Applicable
laws and regulations:
30 Consolidation provisions:
Not Applicable
31 Meeting and Voting Provisions (Condition 11): Contractual Masse shall apply

Name and address of the initial Representative:
As per Condition 11(c)

Name and address of the alternate Representative:
As per Condition 11(c)

The Representative will receive a remuneration of
EUR 2,000 (excluding VAT) per year so long as any
of the Notes is outstanding.

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 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 EUR 2,425
related to 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
HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Reuters Screen Page LIBOR3750.
5
BENCHMARK
Benchmarks:
Amounts payable under the Notes will be calculated by reference to
LIBOR which is provided by ICE Benchmark Administration
Limited ("ICE"). As at 21 May 2019, ICE appears 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/ IO 11 ).
6
OPERATIONAL INFORMATION
ISIN:
FR0013420890
Common Code:
200052218
Depositaries:

(i)
Euroclear France to act as Yes
Central Depositary:
(ii)
Common Depositary for No
Euroclear and Clearstream:
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream and the
relevant identification number(s):
Delivery:
Delivery free of payment
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Names and addresses of additional Not Applicable
Paying 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
Not Applicable
any:
(iii) If non-syndicated, name and J.P. Morgan Securities plc
address of Dealer:
25 Bank Street
Canary Wharf
London E14 5JP
(iv) Prohibition of Sales to EEA
Not Applicable
Retail Investors:
(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
(Categories of potential
applicable
investors to which the Notes are
offered):

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Classification C2 - Interne BPCE