Bond BPCe 1.135% ( FR0013245610 ) in JPY

BPCe

100 % ⇌

France

FR0013245610 ( in JPY )

1.135% per year ( payment 1 time a year)

30/03/2032

Prospectus brochure of the bond BPCE FR0013245610 en JPY 1.135%, maturity 30/03/2032

100 000 000 JPY

10 000 000 000 JPY

30/03/2026 ( In 145 days )

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 issued a ?10,000,000,000 bond (ISIN: FR0013245610) denominated in JPY, maturing on March 30, 2032, with a 1.135% coupon rate, a minimum trading size of ?100,000,000, and currently trading at 100% of par value, paying interest annually.

Final Terms dated 28 March 2017

BPCE

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

SERIES NO: 2017-14
TRANCHE NO: 1
JPY 10,000,000,000 1.135 per cent. Senior Non-Preferred Notes due 30 March 2032 (the "Notes")

Dealer
Daiwa Capital Markets Europe

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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 December 2016 which received visa n°16-595 from the Autorité des
marchés financiers (the "AMF") on 21 December 2016 (the "Base Prospectus") and the supplements to the
Base Prospectus dated 16 February 2017 and 2 March 2017 which received visa n°17-060 and n°17-082 from the
AMF on 16 February 2017 and 2 March 2017 (the "Supplements"), which together constitute 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:
2017-14

(ii) Tranche Number:
1

(iii) Date on which the Notes become
Not Applicable
fungible:
3. Specified Currency or Currencies:
Japanese Yen ("JPY")
4. Aggregate Nominal Amount:

(i)
Series:
JPY 10,000,000,000
(ii)
Tranche:
JPY 10,000,000,000
5. Issue Price:
100 per cent. of the Aggregate Nominal Amount
6. Specified Denomination(s):
JPY 100,000,000
7.
(i) Issue Date:
30 March 2017

(ii) Interest Commencement Date:
Issue Date
8. Interest Basis:
1.135 per cent. Fixed Rate
(further particulars specified below)
9. Maturity Date:
30 March 2032
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

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12. Put/Call Options:
Not Applicable
13. (i) Status of the Notes:
Senior Non-Preferred Notes

(ii) Dates of the corporate authorisations
for issuance of Notes obtained:
Decision of the Directoire of the Issuer dated 25 April
2016 and decision of Jean-Philippe Berthault, Head of
Group Funding, dated 14 March 2017
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
1.135 per cent. per annum payable in arrear on each
Interest Payment Date
(ii) Resettable:
Not Applicable
(iii) Interest Payment Dates:
30 March and 30 September in each year, commencing on
30 September 2017
(iv) Fixed Coupon Amount:
JPY 567,500 per Note of JPY 100,000,000 Specified
Denomination
(v) Broken Amount:
Not Applicable
(vi) Day Count Fraction:
30/360, unadjusted
(vii) Determination Dates:
Not Applicable
(viii) Payments on Non-Business Days:
Modified Following
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
JPY 100,000,000 per Note of JPY 100,000,000 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 Preferred Note payable on
redemption upon the occurrence of a
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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
Senior Non-Preferred Note payable on
redemption upon the occurrence of an
MREL/TLAC Disqualification Event
(Condition 6(g)) or a Withholding Tax
Event (Condition 6(i)(i)):
JPY 100,000,000 per Note of JPY 100,000,000 Specified
Denomination
(iii) 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) or a Tax Deductibility Event
(Condition 6(i)(iii)):
Not Applicable
(iv) Early Redemption Amount(s) of each
Note payable on redemption upon the
occurrence of an Event of Default Not Applicable
(Condition 9):
(v) Redemption for taxation reasons
permitted on days others than Interest
Payment Dates (Condition 6(i)):
Yes
(vi) 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):
London, TARGET and Tokyo
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
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28. Redenomination provisions:
Not Applicable
29. Purchase in accordance with Article L.213-1
A and D.213-1 A of the French Code

monétaire et financier:
Applicable
30. Consolidation provisions:
Not Applicable
31. Waiver of Set-Off :
Applicable
32. Masse:
Contractual Masse shall apply

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 Berthault, Head of Group Funding

Page 5 of 7

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:
EUR 9,500
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Fitch: A
S&P: BBB+
Each of Fitch and 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.
YIELD
Indication of yield:
1.135 per cent. semi-annually
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:
ISIN : FR0013245610 / CUSIP : 05571A AL9
Common Code:
158305038
Depositaries:

(i)
Euroclear France to act as

Central Depositary:
Yes
(ii)
Common Depositary for

Euroclear and Clearstream:
No

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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 Managers:
Not Applicable

(B) Stabilising Manager(s) if any: Not Applicable

(iii) If non-syndicated, name and

address of Dealer:
Daiwa Capital Markets Europe Limited
5 King William Street
London EC4N 7AX
United Kingdom

(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

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