Bond BPCe 2.116% ( FR0013368115 ) in EUR

BPCe

100 % ⇌

France

FR0013368115 ( in EUR )

2.116% per year ( payment 1 time a year)

27/09/2029

Prospectus brochure of the bond BPCE FR0013368115 en EUR 2.116%, maturity 27/09/2029

100 000 EUR

13 000 000 EUR

28/09/2026 ( In 327 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 FR0013368115, pays a coupon of 2.116% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/09/2029

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.

Final Terms dated 26 September 2018

BPCE

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

SERIES NO: 2018-29
TRANCHE NO: 1
Euro 13,000,000 2.116 per cent. Senior Non-Preferred Notes due 28 September 2029 (the "Notes")

Dealer

NATIXIS

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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 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, the third supplement to the Base
Prospectus dated 6 March 2018 which received visa n°18-075 from the AMF, the fourth supplement to the Base
Prospectus dated 5 April 2018 which received visa n°18-115 from the AMF, the fifth supplement to the Base
Prospectus dated 11 June 2018 which received visa n°18-236 from the AMF, the sixth supplement to the Base
Prospectus dated 10 August 2018 which received visa n°18-382 from the AMF, and the seventh supplement to the
Base Prospectus dated 14 September 2018 which received visa n°18-428 (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:
2018-29
(ii)
Tranche Number:
1
(iii)
Date on which the Notes become Not Applicable
fungible:
3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 13,000,000
(ii)
Tranche:
EUR 13,000,000
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
Specified Denomination:
EUR 100,000
7.
(i)
Issue Date:
28 September 2018
(ii)
Interest Commencement Date:
Issue Date
8.
Interest Basis:
2.116 per cent. Fixed Rate
(further particulars specified below)
9.
Maturity Date:
28 September 2029
10.
Redemption Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity 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)
Date of corporate authorisations for Decision of the Directoire of the Issuer dated 9 April
issuance of Notes obtained:
2018 and Decision of Jean-Philippe Berthaut, Head of
Group Funding, dated 19 September 2018.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Notes Provisions:
Applicable
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(i)
Rate of Interest:
2.116 per cent. per annum payable in arrear on each
Interest Payment Date
(ii)
Interest Payment Dates:
28 September in each year, commencing on 28
September 2019
(iii)
Fixed Coupon Amount:
EUR 2,116 per Note of EUR 100,000 Specified
Denomination
(iv)
Broken Amount:
Not Applicable
(v)
Day Count Fraction (Condition 5(a)): Actual/Actual (ICMA)
(vi)
Resettable:
Not Applicable

(vii)
Determination Dates
28 September in each year

(viii)
Payments on Non-Business Days
As per Conditions
15.
Floating Rate Notes Provisions:
Not Applicable
16.
Zero Coupon Notes 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 Applicable
Option:
21.
Final Redemption Amount of each Note:
EUR 100,000 per Note of EUR 100,000 in 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 EUR 100,000 per Note of EUR 100,000 in Specified
Senior Note payable on redemption Denomination
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)):
(ii)
Early Redemption Amount(s) of each Not Applicable
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)):

(iii)
Redemption for taxation reasons Yes
permitted on days others than Interest
Payment Dates (Condition 6(i)):

(iv)
Unmatured Coupons to become void Not Applicable
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
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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):
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.
Events of Default for Senior Preferred Notes

(Condition 9(a)):
Not Applicable
32.
Meeting and Voting Provisions (Condition
Contractual Masse shall apply.
11):
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

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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:
Jean-Philippe BERTHAUT, Head of Group Funding

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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 admitted to trading on
Euronext Paris with effect from the Issue Date
(ii)
Estimate of total expenses related to EUR 7,000
admission to trading:
2.
RATINGS
Ratings:
The Notes are expected to be rated:
S&P: BBB+

S&P is established in the European Union and
registered under Regulation (EC) No 1060/2009.
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.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Not applicable
5.
FIXED RATE NOTES AND RESETTABLE NOTES ONLY - YIELD
Indication of yield:
2.116 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.
6.
OPERATIONAL INFORMATION
ISIN Code:
FR0013368115
Common Code:
188564160
Depositaries:

(i)
Euroclear France to act as Central Yes
Depositary:
(ii)
Common Depositary for Euroclear No
Bank and Clearstream Banking,
S.A.:
Any clearing system other than Euroclear Not Applicable
Bank S.A./N.V. and Clearstream Banking,
S.A. and the relevant identification number:
Delivery:
Delivery against payment
Names and addresses of additional Paying Not Applicable
Agent:
7.
DISTRIBUTION
(i) Me
thod of distribution:
Non-syndicated
(ii) If s
yndicated:

(a) Names of Managers
Not Applicable

(b) Stabilising Manager:
Not Applicable
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(iii) If
non-syndicated, name and address of NATIXIS
Dealer:
47 quai d'Austerlitz
75013 Paris
France
(iv) Pro
hibition of Sales to EEA Retail Investors
Applicable: PROHIBITION OF SALES TO EEA
RETAIL 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.

(v) U.
S. selling restrictions:
Reg. S Compliance Category 2 applies to the Notes
TEFRA rules are not applicable

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