Obligation BPCe 4.5% ( FR0011197409 ) en EUR

BPCe

100 % ▼

France

FR0011197409 ( en EUR )

4.5% par an ( paiement annuel )

09/02/2022 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0011197409 en EUR 4.5%, échue

100 000 EUR

1 370 000 000 EUR

BPCE est un groupe bancaire coopératif français, deuxième acteur bancaire en France, composé notamment des réseaux bancaires Caisse d'Epargne et Banque Populaire.

L'Obligation émise par BPCe ( France ) , en EUR, avec le code ISIN FR0011197409, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/02/2022

Final Terms dated 2 May 2012

BPCE
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
Due from one month from the date of original issue

SERIES NO: 2012-06
TRANCHE NO: 3
Euro 420,000,000 4.50 per cent. Notes due February 2022 (the "Notes")
to be assimilated (assimilées) and form a single series with the existing
Euro 750,000,000 4.50 per cent. Notes due February 2022 and
Euro 200,000,000 4.50 per cent. Notes due February 2022
issued by BPCE (the "Issuer")

Lead Manager
NATIXIS
Co-Lead Managers
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
DEKABANK
ERSTE GROUP BANK AG

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 17 November 2011 which received visa n°11-536 from
the Autorité des marchés financiers (the "AMF") on 17 November 2011 and the Base Prospectus
Supplements dated 25 January 2012, 24 February 2012 and 3 April 2012, which received visa n° 12-033
from the AMF on 25 January 2012, visa n°12-090 on 24 February 2012 and visa n°12-142 from the AMF on
3 April 2012, respectively, which together constitute a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC) (the "Prospectus Directive") as amended (which includes the
amendments made by Directive 2010/73/EU (the "2010 PD Amending Prospectus Directive") to the extent
that such amendments have been implemented in a Member State of the European Economic Area).
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 Base
Prospectus Supplements 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.
The issue of the Notes constitutes the second fungible issue in respect of the Euro 750,000,000 4.50 per cent.
Notes due February 2022 issued on 10 February 2012 as Tranche 1 of Series 2012-06 and Euro 200,000,000
4.50 per cent. Notes due February 2022 issued on 29 March 2012 as Tranche 2 of Series 2012-06, bringing
the Aggregate Nominal Amount of the Notes of Series 2012-06 outstanding on the Assimilation Date (as
defined below) to Euro 1,370,000,000.
1
Issuer:
BPCE
2
(i)
Series Number:
2012-06

(ii)
Tranche Number:
3
The Notes will be assimilated (assimilées)
and form a single series with the existing
Euro 750,000,000 4.50 per cent. Notes due
February 2022 and Euro 200,000,000 4.50
per cent. Notes due February 2022 (the
"Existing Notes") as from the date of
exchange which is expected to be on or
around the date which is 40 days after the
Issue Date (the "Assimilation Date").
3
Specified Currency or Currencies:
Euro
4
Aggregate Nominal Amount of Notes admitted to
trading:

(i)
Series:
Euro 1,370,000,000

(ii)
Tranche:
Euro 420,000,000
5
Issue Price:
103.152 per cent. of the Aggregate Nominal
Amount of the Tranche plus an amount
corresponding to accrued interest at a rate of
1.0327869 per cent. of the Aggregate
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Nominal Amount of the Tranche for the
period from, and including, 10 February
2012 to, but excluding, 4 May 2012.
6
Specified Denomination(s):
Euro 100,000
7
(i)
Issue Date:
4 May 2012

(ii)
Interest Commencement Date:
10 February 2012
8
Interest Basis:
4.50 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
10 February 2022
10
Redemption/Payment Basis:
Redemption at par
11
Change of Interest or Redemption/Payment Basis:
Not Applicable
12
Put/Call Options:
Not Applicable
13
(i)
Status of the Notes:
Unsubordinated Notes

(ii)
Dates of the corporate authorisations for Decision of the Directoire of the Issuer
issuance of Notes obtained:
dated 27 June 2011 and of Mr. Roland
Charbonnel, Director Group Funding and
Investor Relations, dated 19 April 2012.
14
Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY)
PAYABLE
15
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
4.50 per cent. per annum payable annually
in arrear

(ii)
Interest Payment Date(s):
10 February in each year commencing on
10 February 2013

(iii)
Fixed Coupon Amount:
Euro 4,500 per Euro 100,000 in Nominal
Amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction (Condition 5(a)):
Actual/Actual ICMA

(vi)
Determination Dates:
10 February in each year

(vii)
Other terms relating to the method of

calculating interest for Fixed Rate Notes:
Not Applicable
16
Floating Rate Note Provisions:
Not Applicable
17
Zero Coupon Note Provisions:
Not Applicable
18
Index-Linked Interest Note/other variable-linked
interest Note Provisions:
Not Applicable
19
Dual Currency Note Provisions:
Not Applicable
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PROVISIONS RELATING TO REDEMPTION

20
Call Option:
Not Applicable
21
Put Option:
Not Applicable
22
Final Redemption Amount of each Note:
Euro 100,000 per Note of Euro 100,000
Specified Denomination
23
Early Redemption Amount

(i)
Early Redemption Amount(s) of each Note
payable on redemption for taxation reasons
(Condition 6(f)), for illegality (Condition
6(j)) or on event of default (Condition 9) or
other early redemption and/or the method
of calculating the same (if required or if
different from that set out in the
Conditions):
As set out in the Conditions

(ii)
Redemption for taxation reasons permitted
on days others than Interest Payment Dates
(Condition 6(f)):
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
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) or other special provisions
relating to Payment Dates:
TARGET
26
Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on which
such Talons mature):
Not Applicable
27
Details relating to Partly Paid Notes: amount of
each payment comprising the Issue Price and date
on which each payment is to be made and
consequences (if any) of failure to pay:
Not Applicable
28
Details relating to Instalment Notes: amount of
each instalment, date on which each payment is to
be made:
Not Applicable
29
Redenomination,
renominalisation
and
reconventioning provisions:
Not Applicable
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30
Consolidation provisions:
Not Applicable
31
Masse:
Applicable
The initial Representative will be:
BNP Paribas Securities Services
Global Corporate Trust
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin
France
represented by Mr. Sylvain Thomazo
The alternate Representative will be:
Sandrine d'Haussy
69, avenue Gambetta
94100 Saint Maur des Fosses
France
32
Other final terms:
Not Applicable

DISTRIBUTION

33
(i)
If syndicated, names of Managers:
Lead Manager
NATIXIS
Co-Lead Managers
Banco Bilbao Vizcaya Argentaria, S.A.
DekaBank Deutsche Girozentrale
Erste Group Bank AG

(ii)
Stabilising Manager(s) (if any):
Not Applicable

(iii)
Date of Subscription Agreement:
2 May 2012
34
If non-syndicated, name and address of Dealer:
Not Applicable
35
Additional selling restrictions:
Italy
The offering of the Notes has not been
registered with the Commissione Nazionale
per le Società e la Borsa ("CONSOB")
pursuant to Italian securities legislation and,
accordingly, each Manager has represented
and agreed that it has not offered, sold or
distributed, and will not offer, sell or
distribute any Notes or any copy of the Base
Prospectus or any other offer document in
the Republic of Italy ("Italy") except:
(a) to qualified investors (investitori
qualificati), pursuant to Article 100 of
Legislative Decree no. 58 of 24
February 1998 (the "Consolidated
Financial Services Act") and Article
34-ter, paragraph 1, letter (b) of
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CONSOB regulation No. 11971 of 14
May
1999
(the
"CONSOB
Regulation"), all as amended; or
(b) in any other circumstances where an
express exemption from compliance
with the restrictions on offers to the
public applies, as provided under
Article
100
of
the
Consolidated
Financial Services Act and Article 34-
ter of the CONSOB Regulation.
Moreover, and subject to the foregoing, any
offer, sale or delivery of the Notes or
distribution of copies of the Base Prospectus
or any other document relating to the Notes
in Italy under (a) or (b) above must be:
(i) made by an investment firm, bank or
financial intermediary permitted to
conduct such activities in Italy in
accordance
with
the
Consolidated
Financial Services Act, Legislative
Decree No. 385 of 1 September 1993
(the
"Banking
Act"),
CONSOB
Regulation No. 16190 of 29 October
2007, all as amended;
(ii) in compliance with Article 129 of
the Banking Act and the implementing
guidelines, pursuant to which the Bank
of Italy may request information on the
offering or issue of securities in Italy;
and
(iii) in compliance with any securities,
tax, exchange control and any other
applicable
laws
and
regulations,
including any limitation or requirement
which may be imposed from time to
time, inter alia, by CONSOB or the
Bank of Italy.
Any investor purchasing the Notes in this
offering is solely responsible for ensuring
that any offer or resale of the Notes it
purchased in this offering occurs in
compliance with applicable laws and
regulations.
The Base Prospectus and the information
contained therein are intended only for the
use of its recipient and are not to be
distributed to any third-party resident or
located in Italy for any reason. No person
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resident or located in Italy other than the
original recipients of the Base Prospectus
may rely on it or its contents.
36
Commission and concession:
0.35 per cent. of the Aggregate Nominal
Amount of the Tranche

GENERAL

37
The aggregate principal amount of Notes issued has
been translated into Euro at the rate of []
producing a sum of:
Not Applicable

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of
the Notes described herein pursuant to the Euro 40,000,000,000 Euro Medium Term Note Programme of
BPCE.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by:
Roland CHARBONNEL, Director Group Funding and Investor Relations

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PART B OTHER INFORMATION
1
RISK FACTORS
Not Applicable
2
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Euronext Paris
(ii)
Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from 4 May 2012.
The Existing Notes are already listed and admitted to
trading on Euronext Paris.
(iii)
Estimate of total expenses related

to admission to trading:
Euro 11,450

3
RATINGS
Ratings:
The Notes to be issued are expected to be rated:

S&P: A

Moody's: Aa3

Fitch: A+
Each of S&P, Moody's and Fitch is established in the
European Union and is registered under Regulation
(EC) No 1060/2009 ("CRA Regulation") as
amended by Regulation (EU) No 513/2011.
As such, each of S&P, Moody's and Fitch is included
in the list of credit rating agencies published by the
European Securities and Markets Authority on its
website in accordance with the CRA Regulation.

4
NOTIFICATION
Not Applicable
5
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to
the offer.
6
YIELD
Indication of yield:
4.10 per cent. of the Aggregate Nominal Amount of
the Tranche
The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.
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7
OPERATIONAL INFORMATION
ISIN Code:
FR0011244276 until the Assimilation Date and
thereafter FR0011197409
Common Code:
077640754 until the Assimilation Date and thereafter
074224326
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 free of payment
Names and addresses of additional Paying
Agent(s) (if any):
Not Applicable

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