Bond Groupe BPCE 4.225% ( FR0013411360 ) in CNY

Groupe BPCE

100 % ⇌

France

FR0013411360 ( in CNY )

4.225% per year ( payment 1 time a year)

29/03/2027

Prospectus brochure of the bond BPCE FR0013411360 en CNY 4.225%, maturity 29/03/2027

1 000 000 CNY

300 000 000 CNY

29/03/2026 ( In 3 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 CNY, with the ISIN code FR0013411360, pays a coupon of 4.225% per year.
The coupons are paid 1 time per year and the Bond maturity is 29/03/2027

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes, taking into account the five
categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the
conclusion that: (i) the target market for the Notes 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' target market 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' target market assessment) and determining appropriate distribution channels.

Final Terms dated 27 March 2019

BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2019-26
TRANCHE NO: 1
CNY 300,000,000 4.225 per cent. Senior Preferred Notes due 29 March 2027
(the "Notes")

Dealer
HSBC Bank 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 21 November 2018 which received visa n°18-528
from the Autorité des marchés financiers (the "AMF") on 21 November 2018 (the "Base Prospectus") and
the supplement to the Base Prospectus dated 1 March 2019 which received visa n°19-068 from the AMF (the
"Supplement"), 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 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:
2019-26
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
References to "CNY" or "Renminbi" are to the
lawful currency of the People's Republic of China
4
Aggregate Nominal Amount:

(i) Series:
CNY 300,000,000
(ii) Tranche:
CNY 300,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
CNY 1,000,000
7
(i) Issue Date:
29 March 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
4.225 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
29 March 2027
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 Preferred Notes
(ii) Dates of the corporate authorisations for
issuance of Notes obtained:
Decisions of the Directoire of the Issuer dated 9
April 2018 and 16 July 2018 and decision of
Monsieur
Jean-Philippe
BERTHAUT,
Responsable Emissions Groupe, dated 20 March
2019.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
4.225 per cent. per annum payable in arrear on each
Interest Payment Date
(ii) Interest Payment Date(s):
29 March in each year, commencing on 29 March
2020 adjusted in accordance with the Business Day
Convention specified below
(iii) Fixed Coupon Amount:
Rate of Interest x Specified Denomination x Day
Count Fraction per Note of CNY 1,000,000
Specified Denomination
(iv) Broken Amount:
Not Applicable
(v) Day Count Fraction:
Actual/365 (Fixed), unadjusted
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
21 March in each year
(viii) Business Day Convention:
Modified Following Business Day Convention
(ix) Party responsible for calculating Interest Not Applicable
Amounts (if not the Calculation Agent)
(x) Payments on Non-Business Days:
As per the Conditions
15 Floating Rate Note
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:
CNY 1,000,000 per Note of CNY 1,000,000
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 Note payable on redemption upon
the occurrence of a 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)):
CNY 1,000,000 per Note of CNY 1,000,000
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):
Hong Kong, Beijing, New York and 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 Meeting and Voting Provisions (Condition 11): Contractual Masse shall apply

Name and address of the initial Representative:
As per Condition 11(c)

Name and address of the alternate Representative:
As per Condition 11(c)

The Representative will receive a remuneration of
EUR 2,000 (excluding VAT) per year so long as any
of the Notes is outstanding.

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

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 5,425
2
RATINGS
Ratings:
The Notes to be issued have been rated:
S&P: A+
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:
4.225 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:
FR0013411360
Common Code:
196968423
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear and Clearstream:
No
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 HSBC Bank plc
address of Dealer:
Canada Square
London E14 5HQ
United Kingdom
(iv) Prohibition of Sales to EEA
Not Applicable
Retail Investors:
(v) US Selling Restrictions

(Categories of potential

investors to which the Notes are Reg. S Compliance Category 2 applies to the Notes; TEFRA not
offered):
applicable