Bond BPCe 6.54129% ( FR0013442480 ) in USD

BPCe

100 % ⇌

France

FR0013442480 ( in USD )

6.54129% per year ( payment 2 times a year)

23/08/2026

Prospectus brochure of the bond BPCE FR0013442480 en USD 6.54129%, maturity 23/08/2026

1 000 000 USD

20 000 000 USD

23/11/2025 ( In 18 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 USD, with the ISIN code FR0013442480, pays a coupon of 6.54129% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/08/2026

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the 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 manufacturer's 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 manufacturer's target market
assessment) and determining appropriate distribution channels.

Final Terms dated 21 August 2019

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

SERIES NO: 2019-43
TRANCHE NO: 1
USD 20,000,000 Floating Rate Senior Preferred Notes due 23 August 2026 (the "Notes")

Dealer
J.P. Morgan Securities plc

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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 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 supplements to the Base Prospectus dated respectively, 1 March 2019 which received visa n°19-068 from
the AMF, 16 April 2019 which received visa n°19-164 from the AMF, 21 May 2019 which received visa
n°19-217 from the AMF, and 13 August 2019 which received visa n°19-402 from the AMF (the
"Supplement(s)"), 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:
2019-43
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
United States Dollar ("USD")
4
Aggregate Nominal Amount:

(i) Series:
USD 20,000,000
(ii) Tranche:
USD 20,000,000
5
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
USD 1,000,000
7
(i) Issue Date:
23 August 2019

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Three (3) month USD LIBOR +0.90 per cent.
Floating Rate
(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or nearest
to 23 August 2026
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
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(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 Mr. Jean-Philippe
Berthaut, Head of Group Funding, dated 7 August
2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14 Fixed Rate Note Provisions:
Not Applicable
15 Floating Rate Note Provisions:
Applicable

(i)
Interest Period(s):
The period beginning on (and including) the Interest
Commencement Date and ending on (but excluding)
the First Specified Interest Payment Date and each
successive period beginning on (and including) a
Specified Interest Payment Date and ending on (but
excluding) the next succeeding Specified Interest
Payment Date.

(ii)
Specified Interest Payment
23 February, 23 May, 23 August and 23 November
Dates:
in each year, subject to adjustment in accordance
with the Business Day Convention set out in (iv)
below

(iii)
First Interest Payment Date:
23 November 2019, subject to adjustment in
accordance with te Business Day Convention set out
in (iv) below

(iv)
Business Day Convention:
Modified Following Business Day Convention

(v)
Interest Period Date:
Not Applicable

(vi)
Business Centre(s):
London, New York and TARGET

(vii)
Manner in which the Rate(s) of
Screen Rate Determination
Interest is/are to be determined:

(viii)
Party responsible for calculating
Not Applicable
the Rate(s) of Interest and/or
Interest Amount(s) (if not the
Calculation Agent):

(ix)
Screen Rate Determination:
Applicable

-
Reference Rate:
Three (3) month USD LIBOR

-
Interest Determination Date:
Two (2) London Businesse Days prior to the first
day of each relevant Interest Period

-
Relevant Screen Page:
Reuters Page LIBOR01

-
Relevant Screen Page Time:
11:00 a.m. (London time)

(x)
FBF Determination:
Not Applicable

(xi)
ISDA Determination:
Not Applicable

(xii)
Margin(s):
+0.90 per cent. per annum

(xiii)
Minimum Rate of Interest:
0.00 per cent. per annum

(xiv)
Maximum Rate of Interest:
Not Applicable
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(xv)
Day Count Fraction:
Actual/360 (Adjusted)
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
Applicable
Option:
21 Final Redemption Amount of each Note:
USD 1,000,000 per Note of USD 1,000,000
Specified Denomination
22 Inflation Linked Notes Provisions relating to
Not Applicable
the Final Redemption Amount:
23 Early Redemption Amount:

(i) Early Redemption Amount(s) of each USD 1,000,000 per Note of USD 1,000,000
Senior Note payable on redemption upon Specified Denomination
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)):
(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 No
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)):
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, New York and TARGET
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26 Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Notes (and dates on
which such Talons mature):
27 Details relating to Instalment Notes: amount of Not Applicable
each instalment, date on which each payment
is to be made:
28 Redenomination provisions:
Not Applicable
29 Purchase in accordance with applicable French Applicable
laws and regulations:
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:
Mr. 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 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 EUR 4,900
related to admission to trading:
2
RATINGS
Ratings:
The Notes to be issued are expected to be 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
HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Reuters Screen Page LIBOR01.
5
BENCHMARK
Benchmarks:
Amounts payable under the Notes will be calculated by reference to
3 months USD LIBOR which is provided by European Money
Market Institute ("EMMI"). As at the date of these Final Terms, 3
months USD LIBOR does not appear on the register of
administrators and benchmarks established and maintained by the
European Securities and Markets Authority pursuant to Article 36 of
the Benchmark Regulation (Regulation (EU) 2016/1011) (the
"Benchmark Regulation"). As far as the Issuer is aware, the
transitional provisions in Article 51 of the Benchmark Regulation
apply, such that EMMI is not currently required to obtain
authorisation or registration.
6
OPERATIONAL INFORMATION
ISIN:
FR0013442480
Common Code:
204050112
Depositaries:

(i)
Euroclear France to act as Yes
Central Depositary:
(ii)
Common
Depositary
for No
Euroclear and Clearstream:
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Any clearing system(s) other than Not Applicable
Euroclear and Clearstream and the
relevant identification number(s):
Delivery:
Delivery against payment
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
7
DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
(ii)
If syndicated:

(a) Names of Managers:
Not Applicable
(b) Stabilising Manager(s) if
Not Applicable
any:
(iii) If non-syndicated, name and J.P. Morgan securities plc
address of Dealer:
25 Bank Street
Canary Wharf
London E15 5JP
(iv) Prohibition of Sales to EEA
Not Applicable
Retail Investors:
(v) US Selling Restrictions
Reg. S Compliance Category 2 applies to the Notes; TEFRA not
(Categories of potential
applicable
investors to which the Notes are
offered):

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