Obligation Groupe BPCE 2.875% ( FR0011390921 ) en EUR

Groupe BPCE

100 % ⇌

France

FR0011390921 ( en EUR )

2.875% par an ( paiement annuel )

16/01/2024 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0011390921 en EUR 2.875%, échue

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 FR0011390921, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/01/2024

Final Terms dated 23 September 2013

BPCE
Euro 40,000,000,000
Euro Medium Term Note Programme
for the issue of Notes

SERIES NO: 2013-03
TRANCHE NO: 2

Euro 150,000,000 2.875 per cent. Notes due January 2024 (the "Notes")
to be assimilated (assimilées) and form a single series with the existing
Euro 750,000,000 2.875 per cent. Notes due January 2024
issued on 16 January 2013
by BPCE

Lead Manager
NATIXIS

Co-Lead Managers
BAYERNLB
NORDDEUTSCHE LANDESBANK GIROZENTRALE

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 26 November 2012 which received visa n°12-573 from the Autorité des marchés
financiers (the "AMF") on 26 November 2012 and the Base Prospectus Supplements dated 22 February 2013, 26
March 2013, 13 May 2013, 21 May 2013, 9 August 2013 and 29 August 2013 which respectively received visa
n°13-052 on 22 February 2013, visa n°13 112 on 26 March 2013, visa n°13-209 on 13 May 2013, visa n°13-225 on
21 May 2013, visa n°13-452 on 9 August 2013 and visa n°13-468 on 29 August 2013 from the AMF, and which,
together, constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the
"Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU to the
extent that such amendments have been implemented in a Member State of the European Economic Area).
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 Base Prospectus 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:
2013-03
(ii)
Tranche Number:
2
(iii) Date on which the Notes become
The Notes will be assimilated (assimilées) and form a
fungible:
single series with the existing EUR 750,000,000 2.875 per
cent. Notes due 16 January 2024 issued by the Issuer on 16
January 2013 (the "Existing Notes") as from the date of
assimilation which is expected to be on or about 40 days
after the Issue Date (the "Assimilation Date") of this
Tranche.
3. Specified Currency or Currencies:
Euro
4. Aggregate Nominal Amount of Notes

admitted to trading:
(i)
Series:
Euro 900,000,000
(ii)
Tranche:
Euro 150,000,000
5. Issue Price:
97.833 per cent. of the Aggregate Nominal Amount of this
Tranche plus an amount corresponding to accrued interest
at a rate of 1.9849315 per cent. of such Aggregate Nominal
Amount for the period from, and including, 16 January
2013 to, but excluding, the Issue Date.
6. Specified Denomination(s):
Euro 100,000

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7. (i)
Issue Date:
25 September 2013

(ii)
Interest Commencement Date:
16 January 2013
8. Interest Basis:
2.875 per cent. Fixed Rate
9. Maturity Date:
16 January 2024
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:
Unsubordinated Notes
(ii)
Dates of the corporate authorisations Decision of the Directoire of the Issuer dated 3 June 2013
for issuance of Notes obtained:
and decision of Mr. Jean-Philippe BERTHAUT, Head of
Group Funding , dated 17 September 2013
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
2.875 per cent. per annum payable in arrear on each
Interest Payment Date
(ii)
Interest Payment Date(s):
16 January in each year commencing on 16 January 2014
(iii) Fixed Coupon Amount:
Euro 2,875 per Euro 100,000 in Nominal Amount
(iv) Broken Amount(s):
Not Applicable
(v)
Day Count Fraction:
Actual/Actual (ICMA)
(vi) Determination Dates:
16 January in each year
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. Final Redemption Amount of each Note:
Euro 100,000 per Note of Euro 100,000 Specified
Denomination
Inflation Linked Notes Provisions relating

to the Final Redemption Amount:
Not Applicable

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21. Early Redemption Amount

(i)
Early Redemption Amount(s) of each
Note payable on redemption for
taxation reasons (Condition 6(g)), for
illegality (Condition 6(j)) or on event
of default (Condition 9):
Euro 100,000 per Note of Euro 100,000 Specified
Denomination
(ii)
Redemption for taxation reasons
permitted on days others than Interest
Payment Dates (Condition 6(g)):
No
(iii) Unmatured Coupons to become void
upon early redemption (Materialised
Bearer Notes only) (Condition 7(f)):
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. 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
23. Financial Centre(s):
Not Applicable
24. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
25. Details relating to Instalment Notes: amount
of each instalment, date on which each
payment is to be made:
Not Applicable
26. Redenomination provisions:
Not Applicable
27. Purchase in accordance with Article L.213-1

A and D.213-1 A of the French Code

monétaire et financier:
Applicable
28. Consolidation provisions:
Not Applicable
29. Masse:
Contractual Masse shall apply
Name and address of the Representative:
BNP Paribas Securities Services
Global Corporate Trust
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin

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France
represented by Mr. Sylvain Thomazo

Name and address of the alternate Representative:
Sandrine d'Haussy
69, avenue Gambetta
94100 Saint Maur des Fosses
France
The Representative will receive a remuneration of
Euro 2,000 (excluding VAT)
GENERAL

30. The aggregate principal amount of Notes

issued has been translated into Euro at the

rate of [·] producing a sum of:
Not Applicable

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) Lisintg and Admission to
Application has been made by the Issuer (or on its behalf) for
trading:
the Notes to be admitted to trading on Euronext Paris with effect
from 25 September 2013.
The Existing Notes are already listed and admitted to trading on
Euronext Paris.
(ii) Estimate of total expenses

related to admission to trading:
Euro 11,100
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S & P: A
Moody's: A2
Fitch: A
Each of S&P, Moody's and Fitch is established in the European
Union and registered under Regulation (EC) No 1060/2009.
3.
NOTIFICATION
Not Applicable
4.
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.
5.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus
(ii) Estimated net proceeds:
Euro 149,126,897.25
(iii) Estimated total expenses:
Euro 11,100
6.
YIELD
Indication of yield:
3.123 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue

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Price. It is not an indication of future yield.
7.
OPERATIONAL INFORMATION
ISIN Code:
FR0011572692 until the Assimilation Date and thereafter
FR0011390921
Common Code:
097413886 until the Assimilation Date and thereafter 087481387
Depositaries:

(i)
Euroclear France to act as
Central Depositary:
Yes
(ii)
Common
Depositary
for
Euroclear and Clearstream
Luxembourg:
Yes
Any clearing system(s) other than
Euroclear
and
Clearstream,
Luxembourg
and
the
relevant
identification number(s):
Not Applicable
Delivery:
Delivery against payment
Names and addresses of additional

Paying Agent(s) (if any):
Not Applicable
8.
DISTRIBUTION
(i)
Method of distribution:
Syndicated

(ii) If syndicated:

(A) Names of Managers:
Lead Manager

NATIXIS
Co-Lead Managers
Bayerische Landesbank
Norddeutsche Landesbank Girozentrale
(B) Stabilising Manager(s) if any:
Not Applicable

(iii) If non-syndicated, name and

address of Dealer:

Not Applicable
(iv) 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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