Obligation Groupe BPCE 1.643% ( FR0013386943 ) en AUD

Groupe BPCE

100 % ⇌

France

FR0013386943 ( en AUD )

1.643% par an ( paiement trimestriel )

17/12/2023 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013386943 en AUD 1.643%, échue

200 000 AUD

15 000 000 AUD

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 FR0013386943, paye un coupon de 1.643% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 17/12/2023

Final Terms dated 14 December 2018

BPCE

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

SERIES NO: 2018-35
TRANCHE NO: 1
AUD 15,000,000 Floating Rate Senior Preferred Notes due 18 December 2023 (the "Notes")

Dealer

Deutsche Bank

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that, in relation to the type of clients criterion
only: (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 (i ) 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' 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
manufacturers' type of clients assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and 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 MiFID II; or (i ) a
customer within the meaning of Directive 2016/97/EU, as amended, where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014, as amended (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 sel ing the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.

PART A CONTRACTUAL TERMS
Terms used herein shal 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:
2018-35
(i )
Tranche Number:
1
3. Specified Currency or Currencies:
Australian Dol ar ("AUD")
4. Aggregate Nominal Amount:

(i)
Series:
AUD 15,000,000
(i )
Tranche:
AUD 15,000,000
5. Issue Price:
100 per cent. of the Aggregate Nominal Amount

6. Specified Denomination(s):
AUD 200,000
7. (i)
Issue Date:
18 December 2018

(i )
Interest Commencement Date:
Issue Date
8. Interest Basis:
Three (3) months BBSW + 1.03 per cent. per annum
Floating Rate
(further particulars specified below)
9. Maturity Date:
Specified Interest Commencement Date falling on or
nearest to 18 December 2023
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
(i )
Dates
of
the
corporate Decision of the Directoire of the Issuer dated
authorisations for issuance of 9 April 2018 and decision of Mr. Roland Charbonnel,
Notes obtained:
Director of Group Funding and Investor Relations
Department, dated 6 December 2018.
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 succeding Specified Interest
Payment Date.
(i ) Specified Interest Payment Dates:
18 March, 18 June, 18 September and 18 December
in each year, subject to adjustment in accordance with
the Business Day Convention set out in (iv) below
(i i) First Interest Payment Date:
The Specified Interest Payment Date falling on or
nearest to 18 March 2019
(iv) Business Day Convention:
Modified Fol owing Business Day Convention
(v) Interest Period Date:
Not Applicable
(vi) Business Centre(s):
Sydney and TARGET

(vi ) Manner in which the Rate(s) of Screen Rate Determination
Interest is/are to be determined:
(vi i) Party responsible for calculating Not Applicable
the Rate(s) of Interest and/or
Interest Amount(s) (if not the
Calculation Agent):
(ix) Screen Rate Determination:
Applicable
Reference Rate:
3 Months AUD BBSW
Interest Determination Date:
First Sydney business day of each Interest Period
Relevant Screen Page:
Reuters Page BBSW
-
Relevant Screen Page Time : 10.00 am Sydney Time
(x) FBF Determination
Not Applicable
(xi) ISDA Determination:
Not Applicable
(xi ) Margin
1.03 per cent. per annum
(xi i) Day Count Fraction
Actual/365 (fixed), Adjusted
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 Cal
Option:
Applicable
21. Final Redemption Amount of each Note
AUD 200,000 per Note of AUD 200,000 Specified
Denomination
22. Inflation Linked Notes Provisions

relating to the Final Redemption
Not Applicable
Amount:

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 AUD 200,000 per Note of AUD 200,000 Specified
Tax Event (Condition 6(i)(i)), a Denomination
Gross-Up Event (Condition 6(i)(i )) or
for Illegality (Condition 6(l)):

(i )
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 Not Applicable
Deductibility
Event
(Condition
6(i)(i i)):
(iii) Redemption for taxation reasons
permitted on days others than
Interest Payment Dates (Condition No
6(i)):
(iv) Unmatured Coupons to become
void upon early redemption
(Materialised Bearer Notes only) Not Applicable
(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):
Sydney and 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 Instalment Notes:
amount of each instalment, date on
which each payment is to be made:
Not Applicable
28. Redenomination provisions:
Not Applicable
29. Consolidation provisions:
Not Applicable
Meeting and Voting Provisions (Condition
11):
Contractual Masse
Name and address of the Representative:
As per Condition 11(c)
Name and address of the alternate Representative: As
per Condition 11(c)
The Representative wil receive a remuneration of
EUR 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:

Roland CHARBONNEL.
Director of Group Funding and Investor Relations Department...........................................

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)
trading:
for the Notes to be listed and admitted to trading on
Euronext Paris with effect from the Issue Date.
(i ) Estimate of total expenses

related to admission to trading:
EUR 8,100 (including AMF Fees)
2.
RATINGS
Ratings:
The Notes to be issued have been 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 BBSW rates can be obtained from Reuters Page BBSW.

10. OPERATIONAL INFORMATION
ISIN:
FR0013386943
Common Code:
192139694
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(i )
Common
Depositary
for
Euroclear and Clearstream:

No
Any clearing system(s) other than Not Applicable
Euroclear and Clearstream and the
relevant identification number(s):

Delivery:
Delivery free of payment
Names and addresses of additional

Paying Agent(s) (if any):
Not Applicable
11.
DISTRIBUTION

(i) Method of
Non-syndicated

distribution:

(i ) If syndicated:

Not Applicable

(i i) If non-syndicated,
Deutsche Bank AG, London Branch

name and address of
Dealer:
Winchester House, 1 Great Winchester Street, EC2N 2DB London,
United Kingdom

(iv) Prohibition of Sales

to EEA Retail Investors:
Applicable

(v) US Selling
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
Restrictions
applicable
(Categories of potential
investors to which the
Notes are offered):