Obligation Groupe BPCE 3.915% ( FR0013311552 ) en AUD

Groupe BPCE

100 % ⇌

France

FR0013311552 ( en AUD )

3.915% par an ( paiement annuel )

24/01/2028

Prospectus brochure de l'obligation BPCE FR0013311552 en AUD 3.915%, échéance 24/01/2028

24/01/2027 ( Dans 304 jours )

Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'Obligation émise par Groupe BPCE ( France ) , en AUD, avec le code ISIN FR0013311552, paye un coupon de 3.915% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/01/2028

FINAL TERMS
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TYPE
OF CLIENTS 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 in relation to the type of clients criteria only
that: (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.

Final Terms dated 22 January 2018

BPCE

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

SERIES NO: 2018-03
TRANCHE NO: 1
AUD 25,000,000 3.915 per cent. Notes due 24 January 2028 (the "Notes")

Dealer
NATIXIS

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 1 December 2017 which received visa n°17-625 from
the Autorité des marchés financiers (the "AMF") on 1 December 2017 (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:
2018-03

(ii) Tranche Number:
1

(iii) Date on which the Notes become

fungible:
Not Applicable
3
Specified Currency or Currencies:
References to "AUD" are to the lawful currency of
the Commonwealth of Australia
4
Aggregate Nominal Amount:

(i) Series:
AUD 25,000,000

(ii) Tranche:
AUD 25,000,000
5
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
6
Specified Denomination(s):
AUD 1,000,000
7
(i) Issue Date:
24 January 2018

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
3.915 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
24 January 2028
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 18 April
for issuance of Notes obtained:
2017 and decision of Mr. Jean-Philippe Berthaut,
Head of Group Funding, dated 17 January 2018.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable

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

on each Interest Payment Date

(ii) Interest Payment Date(s):
24 January in each year, from and including
24 January 2019, to and including the Maturity Date,
all adjusted in accordance with the Business Day
Convention specified in paragraph (viii) below

(iii) Fixed Coupon Amount:
AUD 39,150 per Note of AUD 1,000,000 Specified
Denomination

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/Actual

(vi) Resettable:
Not Applicable

(vii) Determination Dates:
24 January in each year

(viii) Business Day Convention
Following Business Day Convention

(ix) Party responsible for calculating

Interest
Amounts
(if
not
the

Calculation Agent):
Not Applicable

(x) 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 MREL/TLAC Disqualification Event Call
Applicable
Option:
21 Final Redemption Amount of each Note:
AUD 1,000,000 per Note of AUD 1,000,000
Specified Denomination
22 Inflation Linked Notes Provisions relating

to the Final Redemption Amount:
Not Applicable
23 Early Redemption Amount

(i) Early Redemption Amount(s) of each

Senior Note payable on 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)):
Not Applicable

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

(iii) Redemption for taxation reasons

permitted on days others than Interest

Payment Dates (Condition 6(i)):
No

(iv) 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):
TARGET, Sydney, Seoul and New York
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 Instalment Notes: amount

of each instalment, date on which each

payment is to be made:
Not Applicable
28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable

French laws and regulations:
Applicable
30 Consolidation provisions:
Not Applicable
31 Events of Default for Senior Preferred

Notes (Condition 9(a)):
Non Applicable
32 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
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

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

admission to trading:
Euro 7,275 (including AMF fees)
2
RATINGS

Ratings:
The Notes to be issued are expected to be rated:
A by Standard & Poor's Credit Market Services Europe
Limited
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 for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of
the Notes has an interest material to the offer.
4
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Not Applicable

5
FIXED RATE NOTES AND RESETTABLE NOTES ONLY YIELD

Indication of yield:
3.915 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:
FR0013311552

Common Code:
175739386

Depositaries:

(i) Euroclear France to act as Central
Yes
Depositary:

(ii) Common Depositary for Euroclear
No
and Clearstream:

Any clearing system(s) other than Euroclear

and Clearstream and the relevant
Not Applicable
identification number(s):

Delivery:
Delivery against payment

Names and addresses of additional Paying
Not Applicable
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 any:
Not Applicable

(iii) If non-syndicated, name and address

of Dealer:
Natixis
47 quai d'Austerlitz
75013 Paris
France

(iv) Prohibition of Sales to EEA Retail
PROHIBITION OF SALES TO EEA RETAIL
Investors:
INVESTORS - The Notes are not intended, from
1 January 2018, to be offered, sold or otherwise made
available to and, with effect from such date, 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 Directive
2014/65/EU ("MiFID II"); (ii) a customer within the
meaning of Directive 2002/92/EC, where that customer
would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus
Directive. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (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.

(v) 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