Obbligazione BPCe 1.125% ( FR0013067170 ) in EUR

BPCe

100 EUR ▲

Francia

FR0013067170 ( in EUR )

1.125% per anno ( pagato 1 volta l'anno)

14/12/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione BPCE FR0013067170 in EUR 1.125%, scaduta

100 000 EUR

300 000 000 EUR

BPCE è un gruppo bancario francese di primaria importanza, secondo gruppo bancario del paese per numero di clienti, risultante dalla fusione di diverse banche popolari e cooperative di credito.

The Obbligazione issued by BPCe ( France ) , in EUR, with the ISIN code FR0013067170, pays a coupon of 1.125% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/12/2022

Final Terms dated 10 December 2015

BPCE

Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2015-40
TRANCHE NO: 1
Euro 300,000,000 1.125 per cent. Notes due 14 December 2022

Lead Manager
Natixis

Co-Lead Managers
Banco Popular
BayernLB

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 18 November 2015 which received visa n°15-588
from the Autorité des marchés financiers (the "AMF") on 18 November 2015 which constitutes a base
prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended (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:
2015-40
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Euro
4
Aggregate Nominal Amount:

(i) Series:
Euro 300,000,000
(ii) Tranche:
Euro 300,000,000
5
Issue Price:
99.679 per cent. of the Aggregate Nominal
Amount
6
Specified Denomination:
Euro 100,000
7
(i) Issue Date:
14 December 2015

(ii) Interest Commencement Date:
14 December 2015
8
Interest Basis:
1.125 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
14 December 2022
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 Notes
(ii) Dates of the corporate authorisations for issuance Decision of the Directoire of the Issuer
of Notes obtained:
dated 27 April 2015 and decision of
Mr. Jean-Philippe Berthaut, Head of Group
Funding, dated 2 December 2015

2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable
(i) Rate of Interest:
1.125 per cent. per annum payable
annually in arrear on each Interest
Payment Date
(ii) Resettable:
Not Applicable
(iii) Interest Payment Date(s):
14 December in each year commencing on
14 December 2016
(iv) Fixed Coupon Amount:
Euro 1,125 per Note of Euro 100,000
Specified Denomination
(v) Broken Amount(s):
Not Applicable
(vi) Day Count Fraction:
Actual/Actual (ICMA)
(vii) Determination Dates:
14 December in each year
(viii) Payments on Non-Business Days
As per 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 Final Redemption Amount of each Note
Euro 100,000 per Note of Euro 100,000
Specified Denomination
21 Early Redemption Amount

(i) Early Redemption Amount(s) of each Note
payable on redemption for taxation reasons
(Condition 6(h)), for illegality (Condition 6(k)) or
on event of default (Condition 9)::
Euro 100,000 per Note of Euro 100,000
Specified Denomination
(ii) Redemption for taxation reasons permitted on
days others than Interest Payment Dates
(Condition 6(h)):
Yes
(iii) Unmatured Coupons to become void upon early
redemption (Materialised Bearer Notes only)
(Condition 7(f)):
Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES
22 Form of Notes:
Dematerialised Notes
(i) Form of Dematerialised Notes:
Bearer form (au porteur)

3

(ii) Registration Agent:
Not Applicable
(iii) Temporary Global Certificate:
Not Applicable
(iv) Applicable TEFRA exemption:
Not Applicable
23 Financial Centre(s):
Not Applicable
24 Talons for future Coupons or Receipts to be attached to

Definitive Notes (and dates on which such Talons

mature):
Not Applicable
25 Details relating to Instalment Notes: amount of each

instalment, date on which each payment is to be made:
Not Applicable
26 Redenomination provisions:
Not Applicable
27 Purchase in accordance with Articles L.213-1 A and

D.213-1 A of the French Code monétaire et financier:
Applicable
28 Consolidation provisions:
Not Applicable
29 Masse:
Contractual Masse

Name and address of the Representative:
SELARL MCM Avocat represented by
Maître Antoine Lachenaud
10, rue de Sèze
75009 Paris
France

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 Euro 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, Head of Group Funding

4

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
trading:
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
admission
to
trading:
Euro 9,400 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S & P: A
Moody's: A2
Fitch: A

Each of S&P Moody's and Fitch 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
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Reasons for the offer:
The net proceeds of the issuance of the Notes will be granted
to Natixis by way of an intra-group loan (the "Natixis
Loan"), the proceeds of which will in turn be allocated from
time to time to, but not limited to, Natixis Energeco for the
financing or refinancing, in whole or in part, of Eligible
Projects (as defined below).
Pending allocation to Eligible Projects, the proceeds of the
Natixis Loan will be invested in cash or cash equivalent
instruments. Natixis will monitor the allocation of the
proceeds.
"Eligible Projects" means Renewable Energy Projects
located in France:
(i) originated by entities within Natixis' group (i.e.
Natixis or companies which are controlled by Natixis,
such as Natixis Energeco),
(ii) which meet the Selection Criteria developed by
entities within Natixis' group and approved by Vigeo, as
an independent second party opinion provider.

5

The Eligible Projects will be approved by a dedicated
committee, with Natixis Energeco CEO and Natixis Treasury
Teams (the composition of this committee is subject to
change over time).
"Renewable Energy Projects" means existing, on-going
and/or future projects of conception, construction, operation
and/or maintenance of renewable energy production units
located in France, e.g. energy produced from wind (on-shore)
and solar power and biomass (wood energy).
"Selection Criteria" means the available list of
environmental, social and governance (ESG) criteria which
any project should comply with at any time in order to be
considered as an Eligible Project, as such list may be
modified by Natixis from time to time subject to the prior
verification by Vigeo.
A list of Eligible Projects will be set up and updated from
time to time to include any Eligible Projects newly financed
or refinanced by Natixis on-lending all or part of the Natixis
Loan, and to remove any Eligible Projects that are no longer
financed or refinanced by this means due to their repayment
or prepayment or if any such project ceases to be an Eligible
Project. However, the list of Eligible Projects will be annually
updated if no new Eligible Projects are financed or refinanced
by the Natixis Loan.
The Issuer commits to publish, on its website (www.bpce.fr)
in a dedicated green bond section, a reporting, each year,
including (i) the list of Eligible Projects financed or
refinanced by the Natixis Loan in line with confidentiality
practices and funds allocated to each project; (ii) the non-
allocated amount of cash or cash equivalent still held by
Natixis; (iii) a number of impact indicators and additional
indicators on ESG factors.
Natixis has appointed a third party to issue a report each year
(the "Auditor's Report") on the compliance, in all material
respects, of (i) the Eligible Projects with the Selection
Criteria, and (ii) the pending cash allocation.
The Issuer will make the independent assurance reports
available on its website in a dedicated green bond section
(www.bpce.fr). Copies of the Auditor's Report will be
available for inspection during the usual business hours on
any week day (except Saturdays, Sundays and public
holidays in France) at the registered office of the Issuer.

6

5
YIELD
Indication of yield:
1.173 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.
6
OPERATIONAL INFORMATION
ISIN:
FR0013067170
Common Code:
133180125
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common
Depositary
for
Euroclear and Clearstream
Luxembourg:
No
Any clearing system(s) other than
Euroclear
and
Clearstream,
Luxembourg
and
the
relevant
identification number(s):
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
7
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii) If syndicated:

(A) Names of Managers:
Lead Manager
Natixis
Co-Lead Managers
Banco Popular Español, S.A.
Bayerische Landesbank
(B) Stabilising Manager(s) if any:
Not Applicable
(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) US Selling

Restrictions(Categories of

potential investors to which the

Notes are offered):
Reg. S Compliance Category 2 applies to the Notes;
TEFRA not applicable

7