Obligation Groupe BPCE 0% ( FR0010754606 ) en EUR

Groupe BPCE

100 % ▲

France

FR0010754606 ( en EUR )

15/06/2017 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0010754606 en EUR 0%, échue

50 000 EUR

176 350 000 EUR

Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'Obligation émise par Groupe BPCE ( France ) , en EUR, avec le code ISIN FR0010754606, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/06/2017

BASE PROSPECTUS

BANQUE FÉDÉRALE DES BANQUES POPULAIRES
Euro 30,000,000,000
Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Banque Fédérale des Banques Populaires (the
"Issuer" or "BFBP" ), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes
under the Programme (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro 30,000,000,000 (or the equivalent
in other currencies).
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") in Luxembourg in its capacity as competent authority under
the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 for the approval of this Base Prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive").
Application has also been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to the official list of the
Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. References in this
Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to trading
on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of
Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to
the Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and
admitted to trading on the Luxembourg Stock Exchange's regulated market (or any other stock exchange).
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described
herein.
Dematerialised Notes will at all times be in book entry form in compliance with Article L.211-4 of the French Code monétaire et financier. No physical
documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France
("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the
Notes - Form, Denomination, Title, Redenomination and Method of Issue") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank
for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or in registered form (au nominatif) and, in such latter case, at the option of
the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (nominatif pur), in which case they will be inscribed with the
registration agent (designated in the relevant Final Terms) for the Issuer, or in administered registered form (nominatif administré) in which case they will
be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global
Certificate will be exchanged for definitive Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date
expected to be on or about the 40th day after the issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in
respect of Materialised Bearer Notes") upon certification as to non US beneficial ownership as more fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited
on the issue date with a common depositary for Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared
through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg or delivered outside a clearing system, be deposited as
agreed between the Issuer and the relevant Dealer (as defined below).
The final terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned to Notes issued under the Programme. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
Arranger

NATIXIS

Dealers
Barclays Capital
Citi
Deutsche Bank
DZ BANK AG
HSBC
Landesbank Baden-Württemberg
NATIXIS

The date of this Base Prospectus is 30 January 2009

This Base Prospectus (together with any supplements thereto from time to time) comprises a prospectus for the
purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and for the purpose of giving
information with regard to Banque Fédérale des Banques Populaires (the "Issuer" or "BFBP"), the Issuer and its
consolidated subsidiaries (the "Banque Fédérale des Banques Populaires Group" or "BFBP Group" or the
"Groupe Banque Fédérale des Banques Populaires") and the Notes which, according to the particular nature of
the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as completed by
final terms in relation to the offer of those Notes may only do so (i) in circumstances in which no obligation arises
for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer,
or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to the competent authority in
that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive,
provided that any such prospectus has subsequently been completed by final terms which specify that offers may
be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such
offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or
final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any
Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Base Prospectus (together with all supplements thereto from time to time) is to be read in conjunction with
all the documents which are incorporated herein by reference (see "Documents incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the
Arranger (each as defined in "General Description of the Programme"). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer or the BFBP Group since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer or the BFBP Group since the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Base Prospectus comes are required by the Issuer and the Arranger and
the Dealers to inform themselves about and to observe any such restrictions. The Notes have not been and will
not be registered under the United States Securities Act of 1933 (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States and the Notes may include
Materialised Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to the account or benefit of U.S. persons
(as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder). For a
description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale".

2

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers
or the Arranger to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Arranger or the Dealers accepts any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger or a
Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. Each Arranger and
each Dealer accordingly disclaims all and any liability (save as referred to above) which it might otherwise have
in respect of this Base Prospectus or any such statement.
Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or the
Dealers that any recipient of this Base Prospectus or any other financial statements should purchase the Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of
the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of
the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), the Dealer
or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on
behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the relevant Tranche is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
and 60 days after the date of the allotment of the relevant Tranche. Such stabilisation shall be carried out in
accordance with applicable laws and regulations. Any stabilisation action or over-allotment by the relevant
stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) must be conducted in
accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the currency of the participating member states of the European Economic and
Monetary Union which was introduced on 1 January 1999, references to "£", "pounds sterling", "GBP" and
"Sterling" are to the lawful currency of the United Kingdom references to "$", "USD" and "U.S. Dollars" are to
the lawful currency of the United States of America, references to "¥", "JPY", "Japanese yen" and "Yen" are to
the lawful currency of Japan and references to "CHF" and "Swiss francs" are to the lawful currency of the
Helvetic Confederation.

3

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE.......................................................................................................5
SUPPLEMENT(S) TO THE BASE PROSPECTUS...........................................................................................................8
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS ..................................9
SUMMARY OF THE PROGRAMME .............................................................................................................................10
RISK FACTORS ...............................................................................................................................................................20
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................................26
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................................31
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED BEARER NOTES .............58
USE OF PROCEEDS........................................................................................................................................................59
INFORMATION RELATING TO SOLVENCY RATIOS ................................................................................................60
ORGANISATION STRUCTURE OF THE ISSUER........................................................................................................61
RECENT DEVELOPMENTS...........................................................................................................................................62
TAXATION .......................................................................................................................................................................64
SUBSCRIPTION AND SALE ..........................................................................................................................................66
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION
OF LESS THAN 50,000 TO BE ADMITTED TO TRADING ON AN EEA REGULATED MARKET OR
REGULATED MARKETS AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN THE EEA
..................................................................................................................................................................................69
FORM OF FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION
OF AT LEAST 50,000 TO BE ADMITTED TO TRADING ON AN EEA REGULATED MARKET ..................87
GENERAL INFORMATION ..........................................................................................................................................103

4

DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus should be read and construed in conjunction with the following documents which have been previously
published or are published simultaneously with the Base Prospectus and that have been filed with the Commission de
surveillance du secteur financier in Luxembourg and shall be incorporated in, and form part of, this Base Prospectus:
(1)
the English translation of the annual consolidated accounts of BFBP (the "2006 Annual Accounts") for the year
ended 31 December 2006;
(2)
the English translation of the 2007 registration document (document de référence) of the Banque Populaire Group
(the "2007 Group's Annual Report"), a French version of which was filed with the Autorité des marchés financiers
under registration N°D.08-0288 on 24 April 2008, except that the statement by Mr. Philippe Dupont, chairman of the
Banque Populaire Group and chairman and chief executive officer of BFBP, on page 527 of the 2007 Group's
Annual Report referring to the letter from the statutory auditors shall not be deemed to be incorporated herein; and;
(3)
the English translation of the interim financial reports for the period ended 30 June 2008 and registration document
update, of the Banque Populaire Group (the "2008 Group's Interim Report"), a French version of which was filed
with the Autorité des marchés financiers under registration N°D.08-0288-A01 on 12 September 2008, except that the
statement by M. Philippe Dupont, chairman of the Banque Populaire Group, chairman and chief executive officer of
BFBP, on page 239 of the 2008 Group's Interim Report referring to the letter from the statutory auditors of the
Issuer shall not be deemed to be incorporated herein.
Such documents shall be incorporated in and form part of this Base Prospectus, save that any statement contained in a
document which is incorporated by reference herein shall be modified or superseded for the purpose of this Base Prospectus
to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute
a part of this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus may be obtained without charge from the head office
of the Issuer, the Issuer's website (www.ir.banquepopulaire.fr) and the website of the Luxembourg Stock Exchange
(www.bourse.lu). The following table cross-references the pages of this Base Prospectus to the documents incorporated by
reference with the main heading required under Annex IV of the Commission Regulation No. 809/2004 implementing the
Prospectus Directive.
Any information not listed in the following cross-reference list but included in the documents incorporated by reference in
this Base Prospectus is given for information purposes only.
ANNEX IV
Page no. in the documents incorporated by reference

2006 Annual Accounts
2007 Group's
2008 Group's

Annual Report
Interim Report
2. STATUTORY AUDITORS

2.1. Names and addresses of the issuer's auditors

518

(together with their membership of a professional
body)
2.2. Change of situation of the auditors

518

3. SELECTED FINANCIAL INFORMATION

3.1. Selected key historical and interim period

8-9 227
financial information summarising the financial
condition of the issuer
3.2. Comparative data from the same period in the

N/A 227
prior fiscal year for interim period financial
information

5

4. RISK FACTORS RELATED TO THE

177

ISSUER
5. INFORMATION ABOUT THE ISSUER

5.1. History and development of the issuer

10 - 11

5.1.1. Legal and commercial name

50

5.1.2. Place of registration and registration number

51

5.1.3. Date of incorporation and length of life

50

5.1.4. Domicile, legal form, legislation, country of

50, 530

incorporation, address and telephone number
5.1.5. Any recent events particular to the issuer

200
12, 235, 236
and which are to a material extent relevant to the
evaluation of the issuer's solvency.
5.2 Investments

5.2.1. Description of principal investments since

514

last published financial statements
5.2.2. Principal future investments to which

management has already made firm commitments
5.2.3. Anticipated sources of funds to fulfill 5.2.2.

commitments
6. BUSINESS OVERVIEW

130 et seq.

6.1. Principal activities

6.1.1. Description of the issuer's principal

28-29, 129-143

activities
6.1.2. Significant new products and/or activities

6.2. Principal markets

129-143

6.3. Competitive position

129-143

7. ORGANISATIONAL STRUCTURE

7.1. Description of the group and of the issuer's

13

position within it
7.2. Dependence relationships within the group

28;47

8. TREND INFORMATION

8.1. Statement of no material adverse change

515

8.2. Trends, uncertainties, demands, commitments

or events reasonably likely to have a material
effect on prospects for at least the current financial
year
9. PROFIT FORECASTS OR ESTIMATES

9.1. Principal assumptions

9.2. Accountant or auditor statements

9.3. Comparable with historical financial

information
10. ADMINISTRATIVE, MANAGEMENT

AND SUPERVISORY BODIES
10.1. Information concerning the administrative

98-114, 122-123

and management bodies
10.2. Conflicts of interest

99

11. BOARD PRACTICES

6

11.1. Information concerning audit committee

120-121

11.2. Statement of compliance with corporate

115

governance regime(s)
12. MAJOR SHAREHOLDERS

12.1. Information concerning control

53

12.2. Description of arrangements which may

52

result in a change of control
13. FINANCIAL INFORMATION

CONCERNING THE ISSUER'S ASSETS
AND LIABILITIES, FINANCIAL POSITION,
AND PROFITS AND LOSSES
13.1. Historical financial information

13.1 (a) Consolidated Balance Sheet
39-40 201-202
23-24
13.1 (b) Consolidated Income Statement
41 203
25
13.1(c) Consolidated Cash Flow Statement
45 208
30
13.1(d) Accounting policies and explanatory notes
46-173
209-320
31-106
13.2. Financial statements
39-45 201-208
23-30
13.3. Auditing of historical annual financial

information
13.3.1. Statement of audit of the historical
174-177 321-322
financial information
13.3.2 Other audited information
N/A
N/A N/A
13.3.3 Unaudited data
N/A
N/A N/A
13.4. Date of latest financial information

201-208 23-30
13.5. Interim and other financial information

13.5.1 Quarterly or half yearly financial

23-106; 109
information and auditors' review report
13.5.2 Financial information for the 6 months of

23-30
fiscal year including comparative statements
13.6. Legal and arbitration proceedings

515 236
13.7. Significant change in the issuer's financial

515

or trading position
14. ADDITIONAL INFORMATION

14.1 Share capital

52 232-233
14.2 Memorandum and articles of Association

50-51

15. MATERIAL CONTRACTS

514

16. THIRD PARTY INFORMATION AND

STATEMENT BY EXPERTS AND
DECLARATIONS OF ANY INTEREST

7

SUPPLEMENT(S) TO THE BASE PROSPECTUS
If at any time the Issuer shall be required to prepare a supplement to this Base Prospectus pursuant to Article 13 of the
loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, the Issuer will prepare and make available an
appropriate amendment or supplement to this Base Prospectus or a further Base Prospectus which, in respect of any
subsequent issue of Notes to be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange's
regulated market, shall constitute a prospectus supplement as required by Article 13 of the loi relative aux prospectus
pour valeurs mobilières dated 10 July 2005.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme there is a
significant new factor, material mistake or inaccuracy relating to information contained in this Base Prospectus which is
capable of affecting the assessment of any Notes and whose inclusion in or removal from this Base Prospectus is
necessary for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an
amendment or supplement to this Base Prospectus or publish a replacement Base Prospectus for use in connection with
any subsequent offering of the Notes and shall supply to each Dealer such number of copies of such supplement hereto
as such Dealer may reasonably request.

8

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS
To the best knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the
information contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect the
import of such information. The Issuer accepts responsibility accordingly.

Banque Fédérale des Banques Populaires
Le Ponant de Paris
5 rue Leblanc
75511 Paris Cedex 15
France

9

SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Notes should be
based on a consideration of this Base Prospectus as a whole, including the documents incorporated by reference.
Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the
European Economic Area (an "EEA State"), no civil liability will attach to the Responsible Person(s) in any such
Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate
or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to the
information contained in this Base Prospectus is brought before a court in an EEA State, the plaintiff may, under the
national legislation of the EEA State where the claim is brought, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
I. Key information about the Programme
Issuer:
Banque Fédérale des Banques Populaires
Description:
Euro Medium Term Note Programme
Programme Limit:
Up to Euro 30,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at any one
time.
Arranger:
Natixis
Dealers:
Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank
AG, London Branch, DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main, HSBC France, Landesbank
Baden-Württemberg and Natixis.
Fiscal Agent and Principal
Deutsche Bank AG, London Branch
Paying Agent:
Paying Agents:
Deutsche Bank AG, Paris Branch as Paris Paying Agent and Deutsche
Bank Luxembourg S.A. as Luxembourg Paying Agent
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis.
Redenomination:
Notes issued in the currency of any Member State of the European Union
("EU") which participates in the third stage of the Economic and
Monetary Union of the EU may be redenominated into Euro.
Form of Notes:
Dematerialised Notes or Materialised Notes.
Dematerialised Notes may be issued in bearer form (au porteur) or in
registered form (au nominatif).
Materialised Notes will be in bearer form only.
Central Depositary:
Euroclear France in respect of Dematerialised Notes or any other central
depositary specified in the Final Terms.
Clearing Systems:
Euroclear and Clearstream, Luxembourg or any other clearing system
specified in the Final Terms.
Currencies:
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in Euro, Sterling, U.S. Dollars, Japanese yen and
Swiss francs and in any other currency agreed between the Issuer and the
relevant Dealers.

10