Obligation Groupe BPCE 5.35% ( FR0012758159 ) en USD

Société émettrice Groupe BPCE
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  France
Code ISIN  FR0012758159 ( en USD )
Coupon 5.35% par an ( paiement semestriel )
Echéance 31/05/2045



Prospectus brochure de l'obligation BPCE FR0012758159 en USD 5.35%, échéance 31/05/2045


Montant Minimal 200 000 USD
Montant de l'émission 130 000 000 USD
Prochain Coupon 01/06/2026 ( Dans 67 jours )
Description détaillée Deuxième groupe bancaire en France, regroupant les réseaux Banque Populaire et Caisse d'Épargne.

L'obligation FR0012758159 émise par BPCE en France, d'une valeur nominale de 130 000 000 USD, offre un taux d'intérêt de 5,35%, avec des paiements semestriels, une maturité fixée au 31/05/2045, un prix actuel de marché de 100%, une taille minimale d'achat de 200 000 USD.








Prospectus dated 28 May 2015




USD130,000,000 5.35 per cent. Subordinated Notes due 1 June 2045
Issue Price: 100 per cent.

The USD130,000,000 5.35 per cent. subordinated notes of BPCE (the "Issuer") maturing on 1 June 2045 (the "Notes") will be issued on 1 June
2015 (the "Issue Date") and will bear interest at a rate of 5.35 per cent. per annum from (and including) the Issue Date, payable semi-annually in
arrear on 1 June and on 1 December of each year, beginning on 1 December 2015 and ending on 1 June 2045 (the "Maturity Date"), as further
described in "Terms and Conditions of the Notes ­ Interest" of this prospectus (the "Prospectus").
Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at par on the Maturity Date. The Issuer may, at its option
(subject to approval by the Relevant Regulator), redeem all, but not some only, of the Notes at any time at their outstanding principal amount
plus accrued interest upon the occurrence of a Tax Event or a Capital Event (each as defined in "Terms and Conditions of the Notes -
Interpretation").
The Notes will be issued in dematerialised bearer form (au porteur) in the denomination of USD200,000 each. Title to the Notes will be
evidenced in accordance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier by book entries. No
physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be
issued in respect of the Notes. The Notes will be governed by French law.
The Notes will, upon issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders. "Account
Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of its customers with Euroclear
France, Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council
dated 4 November 2003, as amended, which includes the amendments made by Directive 2010/73/EU of the European Parliament and of the
Council dated 24 November 2010 (the "Prospectus Directive").
Application has been made to list and admit to trading the Notes, as of their Issue Date on the regulated market of Euronext in Paris ("Euronext
Paris"). Euronext Paris is a regulated market within the meaning of the Directive 2004/39/EC of the European Parliament and of the Council
dated 21 April 2004, as amended.
The Notes are expected to be rated BBB by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc ("S&P"), A- by
Fitch France S.A.S. ("Fitch") and Baa3 by Moody's Investors Service Ltd ("Moody's"). The long-term debt of the Issuer has been rated A by
S&P, A by Fitch and A2 by Moody's. As at the date of this Prospectus, S&P, Fitch and Moody's are established in the European Union and are
registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the
"CRA Regulation"). As such S&P, Fitch and Moody's are included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website (at www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. A
credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn by the rating agency at any time
without notice.
Copies of this Prospectus are available on the websites of the Autorité des marchés financiers (the "AMF") (www.amf-france.org) and of the
Issuer (www.bpce.fr) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours. Copies
of all documents incorporated by reference in this Prospectus are available on the website of the AMF (www.amf-france.org) and of the Issuer
(www.bpce.fr) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours.
See the "Risk Factors" section for a description of certain factors which should be considered by potential investors in connection with
any investment in the Notes.



In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and its General Regulations (Règlement général),
in particular Articles 211-1 to 216-1, the Autorité des marchés financiers ("AMF") has granted to this Prospectus the visa n°15-228 on 28
May 2015. This Prospectus has been prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L.621-
8-1-I of the French Code monétaire et financier, the visa has been granted following an examination by the AMF of "whether the document is
complete and comprehensible, and whether the information in it is coherent". It does not imply that the AMF has verified the accounting and
financial data set out in it and the appropriateness of the issue of the Notes.

Bookrunner
Natixis

Co-Managers
BayernLB
Swedbank





This Prospectus has been prepared for the purpose of giving information with respect to the Issuer and the
Issuer and its consolidated subsidiaries taken as a whole (the "Group") as well as the Notes which is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position
and profit and losses of the Issuer.
None of the Managers has (as defined in "Subscription and Sale" below) independently verified the
information contained in this Prospectus. Accordingly, the Managers do not make any representation,
express or implied, or accept any responsibility, with respect to the accuracy or completeness of any of the
information contained or incorporated by reference in this Prospectus. Neither this Prospectus nor any other
information incorporated by reference herein or supplied in connection with the offering of the Notes is
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by, or on behalf of, the Issuer or the Managers that any recipient of this Prospectus or any
other such information should purchase the Notes.
No person is authorised to give any information or to make any representation related to the issue, offering
or sale of the Notes not contained in this Prospectus. Any information or representation not so contained
herein must not be relied upon as having been authorised by, or on behalf of, the Issuer or the Managers.
The delivery of this Prospectus or any offering or sale of Notes at any time does not imply (i) that there has
been no change with respect to the Issuer or the Group, since the date hereof and (ii) that the information
contained or incorporated by reference in this Prospectus is correct as at any time subsequent to its date.
None of the Managers undertakes to review the financial or general condition of the Issuer during the life of
the arrangements contemplated by this Prospectus nor to advise any investor or prospective investor in the
Notes of any information coming to its attention.
The Prospectus and any other information relating to the Issuer or the Notes should not be considered as an
offer, an invitation, a recommendation by any of the Issuer or the Managers to subscribe or purchase the
Notes. Each prospective investor of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. Investors should review, inter alia, the documents incorporated by reference into this Prospectus
(see "Documents Incorporated by Reference" below) when deciding whether or not to subscribe for or to
purchase the Notes. Investors should in particular conduct their own analysis and evaluation of risks
relating to the Issuer, the Group, their business, their financial condition and the issued Notes and consult
their own financial or legal advisers about risks associated with an investment in the Notes and the
suitability of investing in the Notes in light of their particular circumstances. Potential investors should read
carefully the section entitled "Risk Factors" set out in this Prospectus before making a decision to invest in
the Notes.
The distribution of this Prospectus and the offering or the sale of the Notes in certain jurisdictions may be
restricted by law or regulation. Neither the Issuer, nor the Managers represent that this Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered or sold, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution, offering or sale. In particular,
no action has been taken by the Issuer or the Managers which is intended to permit a public offering of any
Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Note may be offered or sold, directly or indirectly, and neither this Prospectus nor any
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this
Prospectus comes are required by the Issuer and the Managers to inform themselves about and to observe
any such restrictions. For a further description of certain restrictions on offers and sales of Notes and
distribution of this Prospectus and of any other offering material relating to the Notes, see "Subscription and
Sale" below.


2




The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended
(the "Securities Act"). The Notes may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation
S")) except pursuant to an exemption from, or in a transaction not subject to the registration requirements of
the Securities Act.
This Prospectus has not been approved for the purpose of Section 21 of the Financial Services and Markets
Act 2000 ("FSMA") by a person authorised under FSMA and is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant
persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
In this Prospectus, references to "", "EURO", "EUR" or to "euro" are to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended and references to "US$", "$", "USD", "U.S. dollars" and "dollars"
are to the lawful currency of the United States of America.




TABLE OF CONTENTS

Person responsible for the Information contained in the Prospectus .................................................................. 5
Certain Terms Used in This Prospectus ............................................................................................................. 6
Documents Incorporated by Reference .............................................................................................................. 7
Overview .......................................................................................................................................................... 11
Risk Factors ...................................................................................................................................................... 14
Government Supervision and Regulation of Credit Institutions in France ....................................................... 33
Terms and Conditions of the Notes .................................................................................................................. 42
Use of Proceeds ................................................................................................................................................ 51
Recent Developments ....................................................................................................................................... 52
Taxation ............................................................................................................................................................ 57
Subscription and Sale ....................................................................................................................................... 60
General Information ......................................................................................................................................... 65





PERSON RESPONSIBLE FOR THE INFORMATION
CONTAINED IN THE PROSPECTUS

I declare, after taking all reasonable measures for this purpose and to the best of my knowledge, that the
information contained in this Prospectus is in accordance with the facts and that it makes no omission likely
to affect its import.
The statutory auditors' report on the consolidated financial statements of Groupe BPCE (as defined in
"Certain terms used in this Prospectus") for the year ended 31 December 2013 included on pages 287 and
288 of Chapter 5 of the 2013 Registration Document (as defined in "Documents Incorporated by Reference")
and the statutory auditors' report on the consolidated financial statements of BPCE SA Group (as defined in
"Certain terms used in this Prospectus") for the year ended 31 December 2013 included on pages 366 and
367 of Chapter 5 of the 2013 Registration Document contain the following observation: "Without qualifying
the opinion expressed above, we draw your attention to Note 2.2 "Applicable accounting standards and
comparability ­ Standards" in the notes to the consolidated financial statements, which details the changes
in methods as a result of the new standards and interpretations applicable as of January 1, 2013".
The statutory auditors' report on the consolidated financial statements of Groupe BPCE for the year ended
31 December 2014 included on pages 318 and 319 of Chapter 5 of the 2014 Registration Document (as
defined in "Documents Incorporated by Reference") and the statutory auditors' report on the consolidated
financial statements of BPCE SA Group for the year ended 31 December 2014 included on pages 400 and
401 of Chapter 5 of the 2014 Registration Document contain the following observation: "Without qualifying
the opinion expressed above, we draw your attention to Note 2.2 "Applicable accounting standards and
comparability - Standards" to the consolidated financial statements, which details the changes in methods as
a result of the new standards and interpretations applicable as of January 1, 2014".
The statutory auditors' report on the non-consolidated financial statements of the Issuer for the year ended 31
December 2014 included on pages 447 and 448 of Chapter 5 of the 2014 Registration Document contains the
following observation: "Without qualifying the opinion expressed above, we draw your attention to Note 2.2
in the notes to the parent company financial statements, which details the changes in methods as a result of
the new standards and interpretations applicable as of January 1, 2014".

BPCE
50, avenue Pierre Mendès France
75013 Paris
France
Duly represented by:
Roland Charbonnel
Directeur des Emissions et de la Communication Financière of the Issuer




Dated 28 May 2015




5






CERTAIN TERMS USED IN THIS PROSPECTUS
The following terms will have the meanings set forth below when used in this Prospectus:
"Banques Populaires" means 18 Banques Populaires and their subsidiaries (made up of 16 regional
banks, CASDEN Banque Populaire and Crédit Coopératif).
"Caisses d'Epargne" means the 17 Caisses d'Epargne et de Prévoyance.
"BPCE" means BPCE SA, a société anonyme à Conseil de Surveillance et Directoire, or, as the
context requires, Groupe BPCE or BPCE SA Group.
"BPCE SA Group" means BPCE, a société anonyme, and its consolidated subsidiaries and
associates.
"Groupe BPCE" means BPCE SA Group, the Banques Populaires, the Caisses d'Epargne and
certain affiliated entities.
"Issuer" means BPCE SA, a société anonyme à Conseil de Surveillance et Directoire, as issuer of
the Notes.
"Natixis" means Natixis SA, a société anonyme à Conseil d'Administration.



6






DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following sections identified in the
cross-reference table below of the following documents (the "Documents Incorporated by Reference"),
which have been previously published and have been filed with the AMF. Such sections shall be
incorporated in, and shall be deemed to form part of, this Prospectus:
(a)
the sections identified in the cross-reference table below of the 2013 Document de Référence in the
French language relating to the Issuer filed with the AMF under number D.14-0182 on 21 March
2014 (the "2013 Registration Document"), including the statutory audited consolidated financial
statements of the Issuer as at, and for the year ended, 31 December 2013 and the related notes thereto
and the related statutory auditors' report. To the extent that the 2013 Registration Document itself
incorporates documents by reference, such documents shall not be deemed incorporated by reference
herein; and
(b)
the sections identified in the cross-reference table below of the 2014 Document de Référence in the
French language relating to the Issuer filed with the AMF under number D.15-0157 on
18 March 2015 (the "2014 Registration Document"), including the statutory audited consolidated
financial statements of the Issuer as at, and for the year ended, 31 December 2014 and the related
notes thereto and the related statutory auditors' report. To the extent that the 2014 Registration
Document itself incorporates documents by reference, such documents shall not be deemed
incorporated by reference herein.
(c)
the sections identified in the cross-reference table below of the first update to the 2014 Registration
Document in the French language relating to the Issuer filed with the AMF under number
D.15 0157-A01 on 12 May 2015 (the "2014 First Update Document"). To such extent that the
2014 First Update Document itself incorporates documents by reference, such documents shall not
be deemed incorporated by reference herein.
Free translations in the English language of the 2013 Registration Document, the 2014 Registration
Document and the 2014 First Update Document are available on the Issuer's website (www.bpce.fr). These
documents are available for information purposes only and are not incorporated by reference in this
Prospectus. The only binding versions are the French language versions.
Any statement contained in a Document Incorporated by Reference shall be modified or superseded for the
purpose of this 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 Prospectus.
Copies of the Documents Incorporated by Reference may be obtained, without charge on request, at the
principal office of the Issuer or of the Fiscal Agent during normal business hours. Such documents will also
be published (i) on the website of the AMF (www.amf-france.org) and (ii) on the website of the Issuer
(www.bpce.fr).
The information incorporated by reference that is not included in the cross-reference list is considered as
additional information and is not required by the relevant schedules of the Commission Regulation (EC)
809/2004 as amended. Any information not listed in the cross-reference list shall not be deemed to form part
of this Prospectus.


7






CROSS-REFERENCE LIST FOR DOCUMENTS INCORPORATED BY REFERENCE


Annex XI of the European Regulation
Pages of the 2013
Pages of the 2014
Pages of the 2014
809/2004/EC of 29 April 2004 as
Registration
Registration
First Update
amended by Commission Delegated
Document
Document
Document
Regulation (EU) 486/2012 of 30 March
2012 and 862/2012 of 4 June 2012
2
Statutory auditors
2.1
Names and addresses
N/A
108-109
51-52
2.2
Change of situation of the auditors
N/A
3
Risk factors
3.1
Risk factors
N/A
85-101; 113-188;
43-47
272-275; 376-379
4
Information about the Issuer
4.1
History and development of the
N/A
5
N/A
Issuer
4.1.1 Legal and commercial name
N/A
498
N/A
4.1.2 Place of registration and registration
N/A
498
N/A
number
4.1.3 Date of incorporation and term
N/A
498
N/A
4.1.4 Domicile, legal form, jurisdictions
N/A
498
N/A
governing its activities, country of
incorporation, address and
telephone number
4.1.5 Recent events particular to the
N/A
Issuer
5
Business overview
5.1
Principal activities
5.1.1 Description of the Issuer's principal
N/A
15-28; 189-205;
2
activities
284-286; 386-388
5.1.2 Indication of any significant new
N/A
products and/or activities
5.1.3 Principal markets
N/A
15-28; 189-205;
N/A
284-286; 386-388
5.1.4 The basis for any statements in the
N/A
15-28
N/A
registration document made by the
issuer regarding its competitive
position
6
Organisational structure
6.1 If the issuer is part of a group, a
N/A
4-8
N/A
brief description of the group and
of the issuer's position within it.
6.2
If the issuer is dependent upon
N/A
other entities within the group, this

must be clearly stated together
with an explanation of this
dependence.
7
Trend information
7.1
Statement of no material adverse
N/A


8






Annex XI of the European Regulation
Pages of the 2013
Pages of the 2014
Pages of the 2014
809/2004/EC of 29 April 2004 as
Registration
Registration
First Update
amended by Commission Delegated
Document
Document
Document
Regulation (EU) 486/2012 of 30 March
2012 and 862/2012 of 4 June 2012
change on the Issuer's prospects
7.2
Information on any known trends,
N/A
211-212; 406
N/A
uncertainties, demands,
commitments or events that are
reasonably likely to have a
material effect on the issuer's
prospects for at least the current
financial year.
8
Profit forecast and estimate
8.1
Principal assumptions
N/A
8.2
Statement regarding the forecasts
N/A
and estimates
8.3
Comparable with historical
N/A
financial information
9
Administrative, management and supervisory bodies
9.1
Information concerning the
N/A
32-71; 84
N/A
administrative, management and
supervisory bodies
9.2
Conflicts of interests
N/A
32-33; 84
N/A
10
Major shareholders
10.1
Ownership and control
N/A
502-503
N/A
10.2
Description of arrangements
N/A
503
N/A
which may result in a change of
control
11
Financial information concerning the Issuer's assets and liabilities, financial position and
profits and losses
11.1
Historical financial information

Audited consolidated financial statements BPCE

- Balance sheet (Statement of
202-203
214-215
N/A
financial position)

- Income statement
204
216
N/A

- Cash flow statement
208
220
N/A

- Accounting policies and
209-286
221-317
N/A
explanatory notes

- Auditors' report
287-288
318-319
N/A

Audited consolidated financial statements BPCE SA

- Balance sheet (Statement of
290-291
320-321
N/A
financial position)

- Income statement
292
322
N/A

- Cash flow statement
296
326
N/A

- Accounting policies and
297-365
327-399
N/A
explanatory notes

- Auditors' report
366-367
400-401
N/A

Audited non-consolidated financial statements
- Balance sheet (Statement of
374-375
408-409
N/A
financial position)


9






Annex XI of the European Regulation
Pages of the 2013
Pages of the 2014
Pages of the 2014
809/2004/EC of 29 April 2004 as
Registration
Registration
First Update
amended by Commission Delegated
Document
Document
Document
Regulation (EU) 486/2012 of 30 March
2012 and 862/2012 of 4 June 2012
- Income statement
376
410
N/A

- Cash flow statement
N/A
- Accounting policies and
377-414
411-446
N/A
explanatory notes
- Auditors' report
415-416
447-448
N/A
11.2
Financial statements
202-286; 290-365;
214-317; 320-399;
N/A
368-414
408-446
11.3
Auditing of historical annual financial information
11.3.1 Statement of audit of the historical
287-288; 366-367;
318-319; 400-401;
N/A
annual financial information
415-416
447-448
11.3.2 Other audited information
N/A
11.3.3 Unaudited data
N/A
11.4
Age of latest financial information
11.4.1 Age of latest financial information
N/A
213
N/A
11.5
Interim and other financial
N/A
3-42
information
11.6
Legal and arbitration proceedings
N/A
173-176
47-50
11.7
Significant change in the issuer's
N/A
financial position
12
Material contracts
12.1
Material contracts
N/A
13
Third party information
13.1
Statements by experts
N/A
13.2
Statements by third parties
N/A
14
Documents on display
14.1
Documents on display
N/A
520
53



10




Document Outline