Obligation Groupe BPCE 9.1% ( FR0013404845 ) en ZAR

Groupe BPCE

100 % ⇌

France

FR0013404845 ( en ZAR )

9.1% par an ( paiement annuel )

27/02/2024 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013404845 en ZAR 9.1%, échue

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

L'Obligation émise par Groupe BPCE ( France ) , en ZAR, avec le code ISIN FR0013404845, paye un coupon de 9.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/02/2024

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 manufacturer's/ 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 manufacturer's target market
assessment) and determining appropriate distribution channels.

Final Terms dated 25 February 2019

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

SERIES NO: 2019-18
TRANCHE NO: 1
ZAR 140,000,000 9.10 per cent. Senior Preferred Notes due 27 February 2024
(the "Notes")

Dealer
Crédit Agricole CIB

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") 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:
2019-18
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
South African Rand (« ZAR »)
4
Aggregate Nominal Amount:

(i) Series:
ZAR 140,000,000
(ii) Tranche:
ZAR 140,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
ZAR 2,000,000
7
(i) Issue Date:
27 February 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
9.10 per cent. per annum Fixed Rate
(further particulars specified below)
9
Maturity Date:
27 February 2024
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 Decisions of the Directoire of the Issuer dated
issuance of Notes obtained:
9 April 2018 and 16 July 2019 and decision of
Roland CHARBONNEL, Director of Group
Funding and Investor Relations Department, dated
18 February 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
9.10 per cent. per annum payable in arrear on each
Interest Payment Date

(ii) Interest Payment Date(s):
27 February in each year commencing on 27
February 2020
(iii) Fixed Coupon Amount:
ZAR 182,000 per Note of ZAR 2,000,000 Specified
Denomination
(iv) Broken Amount:
Not Applicable
(v) Day Count Fraction:
30/360, unadjusted
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
27 February in each year
(viii) Payments on Non-Business Days:
As per the 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

Option:
Applicable
21 Final Redemption Amount of each Note:
ZAR 2,000,000 per Note of ZAR 2,000,000 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 ZAR 2,000,000 per Note of ZAR 2,000,000
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
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)):
Yes

(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):
Johannesburg, New York City, London 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 Purchase in accordance with applicable French
laws and regulations:
Applicable
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. 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) 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
related to admission to trading: EUR 3 325
2
RATINGS
Ratings:
Not Applicable
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
YIELD
Indication of yield:
9.10 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.
5
OPERATIONAL INFORMATION
ISIN:
FR0013404845
Common Code:
195513244
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear and Clearstream:
No
Any clearing system(s) other than
Euroclear and Clearstream 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
6
DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
(ii) If syndicated:

(a)
Names of
Not Applicable
Managers:

(b) Stabilising Manager(s) if

any:
Not Applicable
(iii) If non-syndicated, name and Crédit Agricole Corporate and Investment Bank
address of Dealer:
12 place des États-Unis
92547 Montrouge Cedex
France
(iv) Prohibition of Sales to EEA
Not Applicable
Retail Investors:
(v) US Selling Restrictions

(Categories of potential

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