Bond BPCe 4.625% ( FR0011538222 ) in EUR

BPCe

100 % ▼

France

FR0011538222 ( in EUR )

4.625% per year ( payment 1 time a year)

17/07/2023 - Bond has expired

Prospectus brochure of the bond BPCE FR0011538222 in EUR 4.625%, expired

100 000 EUR

1 000 000 000 EUR

BPCE is France's second-largest banking group, a cooperative network formed from the merger of the Banques Populaires and Caisses d'Epargne, providing a comprehensive range of retail banking, asset management, and insurance services.

BPCE's ?1,000,000,000 4.625% bond (ISIN: FR0011538222), issued in France and maturing on July 17, 2023, has been redeemed at 100% of its face value.

Prospectus dated 16 July 2013

1,000,000,000 Subordinated 4.625 per cent. Notes due 18 July 2023
Issue Price: 99.178 per cent.

The 1,000,000,000 subordinated 4.625 per cent. notes of BPCE (the Issuer) maturing on 18 July 2023 (the Notes) will be issued on 18 July
2013 (the Issue Date) and will bear interest at a rate of 4.625 per cent. per annum from (and including) the Issue Date, payable annually in arrear
on 18 July of each year, beginning on 18 July 2014 and ending on 18 July 2023 (the Maturity Date), as further described in "Terms and
Conditions of the Notes Interest" of this prospectus (the Prospectus).
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on 18 July 2023 (the Maturity Date). The Issuer
may, at its option, and in certain circumstances shall be required to, redeem all, but not some only, of the Notes at any time at their outstanding
principal amount plus accrued interest upon the occurrence of a Tax Event or a Capital Event (each as defined in "Terms and Conditions of the
Notes - Interpretation").
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of 100,000 each. Title to the Notes will be evidenced
in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries. No physical document
of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the
Notes.
The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. Account
Holder shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear France,
Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council
dated 4 November 2003, as amended, which includes the amendments made by Directive 2010/73/EU of the European Parliament and of the
Council dated 24 November 2010 (the Prospectus Directive).
Application has been made to list and admit to trading the Notes, as of their Issue Date on the regulated market of NYSE Euronext in Paris
(Euronext Paris). Euronext Paris is a regulated market within the meaning of the Directive 2004/39/EC of the European Parliament and of the
Council dated 21 April 2004, as amended.
The Notes are expected to be rated BBB+ by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc (S&P) and
BBB+ by Fitch France S.A.S. (Fitch). The long term debt of the Issuer has been rated A by S&P, A+ by Fitch and A2 by Moody's Investors
Service Ltd (Moody's). As at the date of this Prospectus, S&P, Fitch and Moody's are established in the European Union and are registered
under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the CRA
Regulation). As such S&P, Fitch and Moody's are included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (at www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. A
credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn by the rating agency at any time
without notice.
Copies of this Prospectus are available on the websites of the Autorité des marchés financiers (the AMF) (www.amf-france.org) and of the
Issuer (www.bpce.fr) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours. Copies
of all documents incorporated by reference in this Prospectus are available on the website of the AMF (www.amf-france.org) and of the Issuer
(www.bpce.fr) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours.
See the "Risk Factors" section for a description of certain factors which should be considered by potential investors in connection with any
investment in the Notes.

In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and its General Regulations (Règlement
général), in particular Articles 211-1 to 216-1, the Autorité des marchés financiers (AMF) has granted to this Prospectus the visa n°13-366
on 16 July 2013. This Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article
L. 621-8-1-I of the French Code monétaire et financier, the visa has been granted following an examination by the AMF of "whether the
document is complete and comprehensible, and whether the information in it is coherent". It does not imply that the AMF has verified the
accounting and financial data set out in it and the appropriateness of the issue of the Notes.
Sole Bookrunner
Natixis

Joint-Lead Managers

Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
Commerzbank
J.P. Morgan

This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the
Issuer and its consolidated subsidiaries taken as a whole (the Group) as well as the Notes which is necessary
to enable investors to make an informed assessment of the assets and liabilities, financial position and profit
and losses of the Issuer.
None of the Managers has (as defined in "Subscription and Sale" below) independently verified the
information contained in this Prospectus. Accordingly, the Managers do not make any representation,
express or implied, or accept any responsibility, with respect to the accuracy or completeness of any of the
information contained or incorporated by reference in this Prospectus. Neither this Prospectus nor any other
information supplied in connection with the offering of the Notes is intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by, or on behalf of, the Issuer
or the Managers that any recipient of this Prospectus or any other financial statements should purchase the
Notes.
No person is authorised to give any information or to make any representation related to the issue, offering
or sale of the Notes not contained in this Prospectus. Any information or representation not so contained
herein must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Managers.
The delivery of this Prospectus or any offering or sale of Notes at any time does not imply (i) that there has
been no change with respect to the Issuer or the Group, since the date hereof and (ii) that the information
contained or incorporated by reference in it is correct as at any time subsequent to its date. None of the
Managers undertakes to review the financial or general condition of the Issuer during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or prospective investor in the
Notes of any information coming to its attention.
The Prospectus and any other information relating to the Issuer or the Notes should not be considered as an
offer, an invitation, a recommendation by any of the Issuer or the Managers to subscribe or purchase the
Notes. Each prospective investor of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. Investors should review, inter alia, the documents incorporated by reference into this Prospectus
(see "Documents Incorporated by Reference" below) when deciding whether or not to subscribe for or to
purchase the Notes. Investors should in particular conduct their own analysis and evaluation of risks
relating to the Issuer, the Group, their business, their financial condition and the issued Notes and consult
their own financial or legal advisers about risks associated with an investment in the Notes and the
suitability of investing in the Notes in light of their particular circumstances. Potential investors should read
carefully the section entitled "Risk Factors" set out in this Prospectus before making a decision to invest in
the Notes.
The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be
restricted by law or regulation. Neither the Issuer, nor the Managers represent that this Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered or sold, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution, offering or sale. In particular,
no action has been taken by the Issuer or the Managers which is intended to permit a public offering of any
Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Note may be offered or sold, directly or indirectly, and neither this Prospectus nor any
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this
Prospectus comes are required by the Issuer and the Managers to inform themselves about and to observe
any such restrictions. For a further description of certain restrictions on offers and sales of Notes and
distribution of this Prospectus and of any other offering material relating to the Notes, see "Subscription and
Sale" below.

2

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended
(the Securities Act). The Notes may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S))
except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the
Securities Act.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as relevant persons). The Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in
only with, relevant persons. Any person who is not a relevant person should not act or rely on this document
or any of its contents.
In this Prospectus, references to , EURO, EUR or to euro are to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.

TABLE OF CONTENTS

Person responsible for the Information contained in the Prospectus .................................................................. 5
Certain Terms Used in This Prospectus ............................................................................................................. 6
Documents Incorporated by Reference .............................................................................................................. 7
Overview .......................................................................................................................................................... 11
Risk Factors ...................................................................................................................................................... 14
Terms and Conditions of the Notes .................................................................................................................. 32
Use of Proceeds ................................................................................................................................................ 41
Taxation ............................................................................................................................................................ 42
Subscription and Sale ....................................................................................................................................... 46
General Information ......................................................................................................................................... 53

PERSON RESPONSIBLE FOR THE INFORMATION
CONTAINED IN THE PROSPECTUS

I declare, after taking all reasonable measures for this purpose and to the best of my knowledge, that the
information contained in this Prospectus is in accordance with the facts and that it makes no omission likely
to affect its import.

BPCE
50, avenue Pierre Mendès France
75013 Paris
France
Duly represented by:
Roland Charbonnel
Directeur des Emisssions et de la Communication Financière of the Issuer

Dated 16 July 2013

5

CERTAIN TERMS USED IN THIS PROSPECTUS
The following terms will have the meanings set forth below when used in this Prospectus:
"Banques Populaires" means 19 Banques Populaires and their subsidiaries (made up of 17 regional
banks, CASDEN Banque Populaire and Crédit Coopératif).
"Caisses d'Epargne" means the 17 Caisses d'Epargne et de Prévoyance.
"BPCE" means BPCE SA, a société anonyme à Conseil de Surveillance et Directoire, or, as the
context requires, Groupe BPCE or BPCE SA Group.
"BPCE SA Group" means BPCE, a société anonyme, and its consolidated subsidiaries and
associates.
"Groupe BPCE" means BPCE SA Group, the Banques Populaires, the Caisses d'Epargne and
certain affiliated entities.
"Issuer" means BPCE SA, a société anonyme, as issuer of the Notes.
"Natixis" means Natixis SA, a société anonyme à Conseil d'Administration.

6

DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following sections identified in the
cross-reference table below of the following documents (the Documents Incorporated by Reference),
which have been previously published and have been filed with the AMF. Such sections shall be
incorporated in, and shall be deemed to form part of, this Prospectus:
(a)
the sections identified in the cross-reference table below of the 2011 Document de Référence in the
French language relating to the Issuer filed with the AMF under number D.12-0246 on
30 March 2012 (the 2011 Registration Document), including the statutory audited consolidated
financial statements of the Issuer as at, and for the year ended, 31 December 2011 and the related
notes thereto and the related statutory auditors' report. To the extent that the 2011 Registration
Document itself incorporates documents by reference, such documents shall not be deemed
incorporated by reference herein;
(b)
the sections identified in the cross-reference table below of the 2012 Document de Référence in the
French language relating to the Issuer filed with the AMF under number D.13-0203 on
22 March 2013 (the 2012 Registration Document), including the statutory audited consolidated
financial statements of the Issuer as at, and for the year ended, 31 December 2012 and the related
notes thereto and the related statutory auditors' report. To the extent that the 2012 Registration
Document itself incorporates documents by reference, such documents shall not be deemed
incorporated by reference herein;
(c)
the sections identified in the cross-reference table below of the first update to the 2012 Registration
Document (2012 First Update Document). To the extent that the 2012 First Update Document
itself incorporates documents by reference, such documents shall not be deemed incorporated by
reference herein; and
Free translations in the English language of the 2011 Registration Document, the 2012 Registration
Document, and the 2012 First Update Document are available on the Issuer's website (www.bpce.fr). These
documents are available for information purposes only and are not incorporated by reference in this
Prospectus. The only binding versions are the French language versions.
Any statement contained in a Document Incorporated by Reference shall be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise); any statement so modified or superseded shall
not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of the Documents Incorporated by Reference may be obtained, without charge on request, at the
principal office of the Issuer or of the Fiscal Agent during normal business hours. Such documents will also
be published (i) on the website of the AMF (www.amf-france.org) and (ii) on the website of the Issuer
(www.bpce.fr).
The information incorporated by reference that is not included in the cross-reference list is considered as
additional information and is not required by the relevant schedules of the Commission Regulation (EC)
809/2004 as amended. Any information not listed in the cross-reference list shall not be deemed to form part
of this Prospectus.

7

CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE
Registration Documents and related updates
References to pages below are to those of the 2012 Registration Document, the 2011 Registration Document
and the 2012 First Update Document, respectively.

Annex XI of the European Regulation
809/2004/EC of 29 April 2004 as amended by
Pages of the
Pages of the
Commission Delegated Regulation (EU)
2011
Pages of the 2012
2012 First
486/2012 of 30 March 2012 and 862/2012 of 4
Registration
Registration
Update
June 2012
Document
Document
Document
1
Persons responsible
1.1
Persons responsible
417
438
53
1.2
Declaration by persons responsible
417
438
53
2
Statutory auditors
2.1
Names and addresses
413
102-103
51-52
2.2
Change of situation of the auditors
N/A
3
Risk factors
3.1
Risk factors
37-51; 98-151;
83-86; 107-163;
40-45
223-225; 294-
238-241; 312-315
297
4
Information about the Issuer
4.1
History and development of the Issuer
5
5
2-3
4.1.1 Legal and commercial name
392
418
N/A
4.1.2 Place of registration and registration
392
418
N/A
number
4.1.3 Date of incorporation and term
392
418
N/A
4.1.4 Domicile, legal form, jurisdictions
392
418
N/A
governing its activities, country of
incorporation, address and telephone
number
4.1.5 Recent events particular to the Issuer
171; 185; 259;
201; 277; 336;
2-3
317; 326
344
5
Business overview
5.1
Principal activities
5.1.1 Description of the Issuer's principal
15-24; 158-
12-23; 171-180;
23-39
activities
165; 231-234;
246-249; 319-322
302-304
5.1.2 Indication of any significant new products
N/A
and/or activities
5.1.3 Principal markets
15-24; 231-
12-23; 171-180;
N/A
234; 302-304
246-249; 319-322
5.1.4 The basis for any statements in the
15-24
12-23
N/A
registration document made by the issuer
regarding its competitive position
6
Organisational structure
6.1 If the issuer is part of a group, a brief
4-9
4-8
N/A
description of the group and of the issuer's
position within it.

8

Annex XI of the European Regulation
809/2004/EC of 29 April 2004 as amended by
Pages of the
Pages of the
Commission Delegated Regulation (EU)
2011
Pages of the 2012
2012 First
486/2012 of 30 March 2012 and 862/2012 of 4
Registration
Registration
Update
June 2012
Document
Document
Document
6.2
If the issuer is dependent upon other
N/A
entities within the group, this must be
clearly stated together with an explanation
of this dependence.
7
Trend information
7.1
Statement of no material adverse change
N/A
on the Issuer's prospects
7.2 Information on any known trends,
401
186
N/A
uncertainties, demands, commitments or
events that are reasonably likely to have a
material effect on the issuer's prospects for
at least the current financial year.
8
Profit forecast and estimate
8.1
Principal assumptions
N/A
8.2
Statement regarding the forecasts and
N/A
estimates
8.3
Comparable with historical financial
N/A
information
9
Administrative, management and supervisory bodies
9.1
Information concerning the administrative,
60-62; 96
27-64
46-50
management and supervisory bodies
9.2
Conflicts of interests
30; 62
27-28; 82
N/A
10
Major shareholders
10.1
Ownership and control
377
422
N/A
10.2
Description of arrangements which may
396
422
N/A
result in a change of control
11
Financial information concerning the Issuer's assets and liabilities, financial position and
profits and losses
11.1
Historical financial information

Audited consolidated financial statements BPCE

- Balance sheet (Statement of financial
174-175
188-189
N/A
position)

- Income statement
176
190
N/A

- Cash flow statement
180
194
N/A

- Accounting policies and explanatory
185-198
201-215
N/A
notes

- Auditors' report
246-247
261-263
N/A

Audited consolidated financial statements BPCE SA

- Balance sheet (Statement of financial
248-249
264-265
N/A
position)

- Income statement
250
266
N/A

- Cash flow statement
254
270
N/A

- Accounting policies and explanatory
259-272
277-290
N/A
notes

- Auditors' report
311-312
330-331
N/A

9

Annex XI of the European Regulation
809/2004/EC of 29 April 2004 as amended by
Pages of the
Pages of the
Commission Delegated Regulation (EU)
2011
Pages of the 2012
2012 First
486/2012 of 30 March 2012 and 862/2012 of 4
Registration
Registration
Update
June 2012
Document
Document
Document

Audited non-consolidated financial statements
- Balance sheet (Statement of financial
320-321
338-339
N/A
position)
- Income statement
322
340
N/A

- Cash flow statement
N/A
- Accounting policies and explanatory
327-332
345-350
N/A
notes
- Auditors' report
356-357
376-378
N/A
11.2
Financial statements
174-245; 248-
188-260; 264-
N/A
310; 320-355
329; 332-375
11.3
Auditing of historical annual financial information
11.3.1 Statement of audit of the historical annual
246-247; 311-
261-263; 330-
N/A
financial information
312; 356-357
331; 376-378

11.3.2 Other audited information
N/A
11.3.3 Unaudited data
N/A
11.4
Age of latest financial information
11.4.1 Age of latest financial information
174
187
N/A
11.5
Interim and other financial information
N/A
N/A
4-45
11.6
Legal and arbitration proceedings
133-136
150-154
N/A
11.7 Significant change in the issuer's financial
402
N/A
N/A
position
12
Material contracts
12.1
Material contracts
401
422
N/A
13
Third party information
13.1
Statements by experts
N/A
N/A
N/A
13.2
Statements by third parties
N/A
N/A
N/A
14
Documents on display
14.1
Documents on display
416
439
51

10