Bond BPCe 0.794% ( FR0013426954 ) in JPY

BPCe

100 % ⇌

France

FR0013426954 ( in JPY )

0.794% per year ( payment 2 times a year)

22/06/2029

Prospectus brochure of the bond BPCE FR0013426954 en JPY 0.794%, maturity 22/06/2029

100 000 000 JPY

15 100 000 000 JPY

22/12/2025 ( In 47 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 JPY, with the ISIN code FR0013426954, pays a coupon of 0.794% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/06/2029

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, 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 20 June 2019
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2019-39
TRANCHE NO: 1
JPY 15,100,000,000 0.794 per cent. Senior Non-Preferred Notes due 22 June 2029 (the "Notes")
Joint Lead Managers
Daiwa Capital Markets Europe
Mizuho Securities
Natixis
SMBC Nikko
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 first supplement to
the Base Prospectus dated 1 March 2019 which received visa n°19-068 from the AMF, the second supplement
to the Base Prospectus dated 16 April 2019 which received visa n°19-164 from the AMF and the third
supplement to the Base Prospectus dated 21 May 2019 which received visa n°19-217 from the AMF (together,
the "Supplements"), which together consistute 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.
A39119892
2

1
Issuer:
BPCE
2
(i) Series Number:
2019-39
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Japanese Yen ("JPY")
4
Aggregate Nominal Amount:
(i) Series:
JPY 15,100,000,000
(ii) Tranche:
JPY 15,100,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
JPY 100,000,000
7
(i) Issue Date:
24 June 2019
(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
0.794 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
22 June 2029
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 Decision of the Directoire of the Issuer dated
issuance of Notes obtained:
2 April 2019 and decision of Jean-Philippe
Berthaut, Responsable Emissions Groupe, dated
13 June 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
0.794 per cent. per annum payable semi-annually in
arrear on each Interest Payment Date
(ii) Interest Payment Date(s):
24 June and 24 December in each year commencing
on 24 December 2019 up to and including the
Maturity Date. There will be a short last coupon in
respect of the last Interest Period, from, and
including, 24 December 2028 to, but excluding, the
last Interest Payment Date
(iii) Fixed Coupon Amount:
JPY 397,000 per Note of JPY 100,000,000 Specified
Denomination subject to "Broken Amount" referred
to in sub-paragraph (iv) below
A39119892
3

(iv) Broken Amount:
An amount corresponding to JPY 392,589 per Note
of JPY 100,000,000 Specified Denomination
payable on the Interest Payment Date falling on 22
June 2029
(v) Day Count Fraction:
30/360, Unadjusted
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
Not Applicable
(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:
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 Note payable on redemption upon
the occurrence of an MREL/TLAC
Disqualification Event (Condition 6(g)), a
Withholding Tax Event (Condition 6(i)(i)) JPY 100,000,000 per Note of JPY 100,000,000
or a Gross-Up Event (Condition 6(i)(ii)): 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
A39119892
4

(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):
TARGET, London 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
Not Applicable
is to be made:
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.
A39119892
5

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by: Jean-Philippe Berthaut, Responsable Emissions Groupe
A39119892
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 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 7,025
2
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S & P: A-
Moody's: Baa2
Fitch: A+
R&I: 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.
R&I is not established in the European Union and has not applied
for registration 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:
0.794 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:
FR0013426954
Common Code:
201534178
Depositaries:
(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common Depositary for
Euroclear and Clearstream:
No
A39119892
7

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:
Syndicated
(ii) If syndicated:
(a) Names of Managers:
Joint Lead Managers
Daiwa Capital Markets Europe Limited
Mizuho International plc
Natixis
SMBC Nikko Capital Markets Limited
(b) Stabilising Manager(s) if
any:
Not Applicable
(iii) If non-syndicated, name and
address of Dealer:
Not Applicable
(iv) Prohibition of Sales to EEA
Retail Investors:
Not Applicable
(v) US Selling Restrictions
(Categories of potential investors Reg. S Compliance Category 2 applies to the Notes; TEFRA
to which the Notes are offered):
not applicable
A39119892
8