Bond Groupe BPCE 4% ( FR0013135050 ) in EUR

Groupe BPCE

100 % ⇌

France

FR0013135050 ( in EUR )

4% per year ( payment 2 times a year)

16/03/2031

Prospectus brochure of the bond BPCE FR0013135050 en EUR 4%, maturity 16/03/2031

17/09/2026 ( In 175 days )

The second-largest banking group in France, comprising the Banque Populaire and Caisse d'Épargne networks.

The Bond issued by Groupe BPCE ( France ) , in EUR, with the ISIN code FR0013135050, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/03/2031

Final Terms dated 15 March 2016 as corrected on 6 October 2016
These Final Terms correct a non significant error in the Final Terms dated 15 March 2016,
Part A - Item 15 (iii) which should read as follows :
(iii) First Interest Payment Date:
17 September 2018 subject to adjustment in
accordance
with
the
Business
Day
Convention set out in (iv) below

BPCE

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

SERIES NO: 2016-07
TRANCHE NO: 1
Euro 60,000,000 Subordinated Fixed to Floating Rate Notes due March 2031 (the "Notes")

Dealer
Morgan Stanley & Co. International plc

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 18 November 2015 which received visa n°15-588
from the Autorité des marchés financiers (the "AMF") on 18 November 2015 and the supplement to the Base
Prospectus dated 29 February 2016 which received visa n°16-062 on 29 February 2016 (the "Base
Prospectus Supplement"), which together constitute a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC), as amended (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 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
Supplement 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.

1
Issuer:
BPCE
2
(i) Series Number:
2016-07
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Euro
4
Aggregate Nominal Amount:

(iii) Series:
Euro 60,000,000
(iv) Tranche:
Euro 60,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal
Amount
6
Specified Denomination:
Euro 100,000
7
(i) Issue Date:
17 March 2016

(ii) Interest Commencement Date:
17 March 2016
8
Interest Basis:
(i) 4.00 per cent. Fixed Rate; to
(ii) Six (6) month EURIBOR + 2.06 per
cent.
per
annum
Floating
Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on
or nearest to 17 March 2031
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:
Applicable
Fixed Rate from, and including, the
Interest Commencement Date to, but
A32667772
2

excluding, 17 March 2018 and Floating
Rate thereafter
(further
particulars
specified
in
paragraphs 14 and 15 below)
12 Put/Call Options:
Not Applicable
13 (i) Status of the Notes:
Subordinated Notes: subordinated to
Senior Obligations, senior to prêts
participatifs, titres participatifs and any
deeply subordinated obligations of the
Issuer; Senior Obligations being all
unsecured and unsubordinated obligations
of the Issuer, and all other obligations
expressed to rank senior to the
Subordinated Notes, as provided by their
terms or by law
(ii) Dates of the corporate authorisations for issuance Decision of the Directoire of the Issuer
of Notes obtained:
dated 27 April 2015 and decision of
Mr. Jean-Philippe Berthaut, Head of Group
Funding, dated 3 March 2016

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions
Applicable from, and including, the
Interest Commencement Date to, but
excluding, 17 March 2018
(i) Rate of Interest:
4.00 per cent. per annum payable semi-
annually in arrear from, and including, the
Interest Commencement Date to, but
excluding, 17 March 2018
(ii) Resettable:
Not Applicable
(iii) Interest Payment Dates:
17 March and 17 September in each year
commencing on 17 September 2016
(iv) Fixed Coupon Amount:
Rate of Interest x Specified Denomination
x Day Count Fraction per Note of
Euro 100,000 Specified Denomination
(v) Broken Amount:
Not Applicable
(vi) Day Count Fraction:
30/360
(vii) Determination Dates:
Not Applicable
(viii) Payments on Non-Business Days
As per the Conditions
15 Floating Rate Note Provisions
Applicable
from,
and
including,
17 March 2018 to, but excluding, the
Maturity Date

(i) Interest Period(s):
The period beginning on (and including)
17 March 2018 and ending on (but
excluding) the First Interest Payment Date
A32667772
3

and each successive period beginning on
(and including) a Specified Interest
Payment Date and ending on (but
excluding) the next succeeding Specified
Interest Payment Date
(ii) Specified Interest Payment Dates:
Interest payable semi-annually in arrear on
17 March and 17 September in each year,
all such dates being subject to adjustment
in accordance with the Business Day
Convention set out in (iv) below
(iii) First Interest Payment Date:
17 September 2018 subject to adjustment
in accordance with the Business Day
Convention set out in (iv) below
(iv) Business Day Convention:
Modified
Following
Business
Day
Convention
(v) Interest Period Date:
Not Applicable
(vi) Business Centre(s):
Not Applicable
(vii) Manner in which the Rate(s) of Interest is/are to Screen Rate Determination
be determined:
(viii) Party responsible for calculating the Rate(s) of Not Applicable
Interest and/or Interest Amount(s) (if not the
Calculation Agent):
(ix) Screen Rate Determination

- Reference Rate:
Six (6) month EURIBOR

- Interest Determination Date:
Two (2) TARGET Business Days prior to

the first day of each Interest Accrual
Period

- Relevant Screen Page:
Reuters EURIBOR01

- Relevant Screen Page Time:
11.00 a.m. (Brussels time)
(x) FBF Determination
Not Applicable
(xi) ISDA Determination
Not Applicable
(xii) Margin(s):
+2.06 per cent. per annum
(xiii) Minimum Rate of Interest:
0.00 per cent.
(xiv) Maximum Rate of Interest:
Not Applicable
(xv) Day Count Fraction
Actual/360
16 Zero Coupon Note Provisions
Not Applicable
17 Inflation Linked Interest Note Provisions
Not Applicable
A32667772
4

PROVISIONS RELATING TO REDEMPTION
18 Call Option
Not Applicable
19 Put Option
Not Applicable
20 Final Redemption Amount of each Note
Euro 100,000 per Note of Euro 100,000
Specified Denomination

Inflation Linked Notes Provisions relating to the
Not Applicable
Final Redemption Amount
21 Early Redemption Amount

(i) Early Redemption Amount of each Note payable
on redemption upon the occurrence of a Capital
Event (Condition 6(g)), for a Withholding Tax
Event (Condition 6(h)(i)), or for a Tax
Deductibility Event (Condition 6(c)(iii)):
Euro 100,000 per Note of Euro 100,000
Specified Denomination
(ii) Redemption for taxation reasons permitted on
days others than Interest Payment Dates
(Condition 6(h)):
Yes, when the Fixed Rate Notes
Provisions
are
applicable
No, when the Floating Rate Notes
Provisions are applicable
(iii) Unmatured Coupons to become void upon early
redemption (Materialised Bearer Notes only)
(Condition 7(f)):
Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES
22 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
23 Financial Centre(s):
Not Applicable
24 Talons for future Coupons or Receipts to be attached to

Definitive Notes (and dates on which such Talons

mature):
Not Applicable
25 Details relating to Instalment Notes: amount of each

instalment, date on which each payment is to be made:
Not Applicable
26 Redenomination provisions:
Not Applicable
27 Purchase in accordance with Articles L.213-1 A and

D.213-1 A of the French Code monétaire et financier:
Applicable
28 Consolidation provisions:
Not Applicable
A32667772
5

29 Masse:
Contractual Masse shall apply

Name and address of the Representative:
SELARL MCM Avocat represented by
Maître Antoine Lachenaud
10, rue de Sèze
75009 Paris
France

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
A32667772
6

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
trading:
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 12,600 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S&P: BBB
Moody's: Baa3
Fitch: A-
Each of S&P, Moody's and Fitch 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
OPERATIONAL INFORMATION
ISIN:
FR0013135050
Common Code:
137887568
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 against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
5
DISTRIBUTION
A32667772
7

(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 of Morgan Stanley & Co. International plc
Dealer:
(iv) 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

A32667772
8