Bond Groupe BPCE 0.5% ( FR0013454246 ) in EUR

Groupe BPCE

100 % ⇌

France

FR0013454246 ( in EUR )

0.5% per year ( payment 1 time a year)

21/10/2034

Prospectus brochure of the bond BPCE FR0013454246 en EUR 0.5%, maturity 21/10/2034

21/10/2026 ( In 209 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 EUR, with the ISIN code FR0013454246, pays a coupon of 0.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 21/10/2034

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 17 October 2019
BPCE
Legal Entity Identifier (LEI): 9695005MSX1OYEMGDF46
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
SERIES NO: 2019-49
TRANCHE NO: 1
Euro 100,000,000 0.500 per cent. Senior Preferred Notes due 21 October 2034 (the "Notes")
Dealer
Morgan Stanley & Co. International 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 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, the third supplement
to the Base Prospectus dated 21 May 2019 which received visa n°19-217 from the AMF, the fourth supplement
to the Base Prospectus dated 13 August 2019 which received visa n°19-402 from the AMF and the fifth
supplement to the Base Prospectus dated 18 September 2019 which received visa n°19-445 from the AMF
(together, 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:
2019-49
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
Euro ("EUR")
4
Aggregate Nominal Amount:
(i) Series:
EUR 100,000,000
(ii) Tranche:
EUR 100,000,000
5
Issue Price:
98.840 per cent. of the Aggregate Nominal Amount
6
Specified Denomination:
EUR 100,000
7
(i) Issue Date:
21 October 2019
(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
0.500 per cent. Fixed Rate
(further particulars specified below)
9
Maturity Date:
21 October 2034
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
issuance of Notes obtained:
Decisions of the Directoire of the Issuer dated
2 April 2019 and decision of Roland Charbonnel,
Directeur des Emissions et de la Communication
Financière, dated 10 October 2019
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions:
Applicable
(i) Rate of Interest:
0.500 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Interest Payment Date(s):
21 October in each year commencing on
21 October 2020 up to and including the Maturity
Date.
(iii) Fixed Coupon Amount:
EUR 500 per Note of EUR 100,000 Specified
Denomination
(iv) Broken Amount:
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA), Unadjusted
(vi) Resettable:
Not Applicable
(vii) Determination Dates:
21 October 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:
(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)) or a Gross-Up Event
(Condition 6(i)(ii)):
EUR 100,000 per Note of EUR 100,000 Specified
Denomination
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(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
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 Euro 2,000 (excluding
VAT) per year so long as any of the Notes
is outstanding.
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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
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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 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 14,500 (including AMF fees)
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:
0.581 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:
FR0013454246
Common Code:
206673168
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 against payment
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
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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 Morgan Stanley & Co. International plc
address of Dealer:
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
(iv) Prohibition of Sales to EEA
Retail Investors:
Not Applicable
(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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