Bond BPCe 1.375% ( FR0013323664 ) in EUR

BPCe

100 % ▲

France

FR0013323664 ( in EUR )

1.375% per year ( payment 1 time a year)

22/03/2026

Prospectus brochure of the bond BPCE FR0013323664 en EUR 1.375%, maturity 22/03/2026

100 000 EUR

750 000 000 EUR

23/03/2026 ( In 138 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.

The Bond issued by BPCe ( France ) , in EUR, with the ISIN code FR0013323664, pays a coupon of 1.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 22/03/2026

Final Terms dated 21 March 2018

BPCE

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

SERIES NO: 2018-08
TRANCHE NO: 1
EUR 750,000,000 1.375 per cent. Senior Non-Preferred Notes due 23 March 2026 (the "Notes")

Lead Manager
Natixis

Joint Lead Managers
Commerzbank
Erste Group Bank AG
KBC Bank
UniCredit Bank

Co-Lead Managers
DekaBank
DZ BANK AG
Norddeutsche Landesbank Girozentrale -

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 (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 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.

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 1 December 2017 which received visa n°17-625 from the Autorité des
marchés financiers (the "AMF") on 1 December 2017 (the "Base Prospectus") and the first supplement to the
Base Prospectus dated 24 January 2018 which received visa n°18-024 from the AMF, the second supplement
to the Base Prospectus dated 20 February 2018 which received visa n°18-047 from the AMF and the third
supplement to the Base Prospectus dated 6 March 2018 which received visa n°18-075 from the AMF
(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 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 Supplements 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:
2018-08
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Euro ("EUR")
4
Aggregate Nominal Amount:

(i)
Series:
EUR 750,000,000
(ii) Tranche:
EUR 750,000,000
5
Issue Price:
99.005 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
EUR 100,000
7
(i)
Issue Date:
23 March 2018

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
1.375 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
23 March 2026
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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 Non-Preferred Notes
(ii) Dates of the corporate authorisations for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
18 April 2017 and decision of Roland Charbonnel,
Directeur des Emissions et de la Communication
Financière, dated 12 March 2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable
(i)
Rate of Interest:
1.375 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Interest Payment Date(s):
23 March in each year commencing on 23 March
2019
(iii) Fixed Coupon Amount:
EUR 1,375 per Note of EUR 100,000 Specified
Denomination
(iv) Broken Amount:
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
23 March 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:
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
22 Inflation Linked Notes Provisions relating to

the Final Redemption Amount:
Not Applicable
23 Early Redemption Amount:

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(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 Tax Event
(Condition 6(i)(i)), a Gross Up Event
(Condition 6(i)(ii)) or for Illegality
(Condition 6(l)):
EUR 100,000 per Note of EUR 100,000 Specified
Denomination

(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):
Not Applicable
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 Events of Default for Senior Preferred Notes

(Condition 9(a)):
Not Applicable
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32 Meeting and Voting Provisions (Condition 11):
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 EUR 2,000 (excluding
VAT) per year.

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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by: Roland Charbonnel, Directeur des Emissions et de la Communication Financière
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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 11,635 (including AMF fees)
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
Fitch: A
Moody's Investor Services: Baa3
S&P: BBB+

Each of Fitch, Moody's Investor Services and S&P are 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:
1.508 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:
FR0013323664
Common Code:
179329344
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes

(ii)
Common Depositary for
Euroclear
and No
Clearstream:
Any clearing system(s) other than
Euroclear and Clearstream and the
relevant identification number(s):
Not Applicable
Delivery:
Delivery against payment
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Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
6
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii) If syndicated:

(a) Names of Managers:
Lead Manager
Natixis

Joint Lead Managers
Commerzbank Aktiengesellschaft
Erste Group Bank AG
KBC Bank NV
UniCredit Bank AG

Co-Lead Managers
DekaBank Deutsche Girozentrale
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
Norddeutsche Landesbank Girozentrale -

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

(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA RETAIL
Retail Investors:
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 Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning
of Directive 2002/92/EC, where that customer would not
qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Directive. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (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 selling the Notes or
otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPS Regulation.
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(v) 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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