Obligation Groupe BPCE 6.50983% ( FR0013352085 ) en USD

Groupe BPCE

100 % ⇌

France

FR0013352085 ( en USD )

6.50983% par an ( paiement semestriel )

25/07/2025 - Obligation échue

Prospectus brochure de l'obligation BPCE FR0013352085 en USD 6.50983%, échue

200 000 USD

20 000 000 USD

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

L'Obligation émise par Groupe BPCE ( France ) , en USD, avec le code ISIN FR0013352085, paye un coupon de 6.50983% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/07/2025

Final Terms dated 25 July 2018

BPCE

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

SERIES NO: 2018-20
TRANCHE NO: 1
USD 20,000,000 Floating Rate Senior Preferred Notes due 25 July 2025 (the "Notes")

Dealer
COMMERZBANK Aktiengesellschaft

1

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the target
market assessment in respect of the Notes has led to the conclusion that, in relation to the type of clients
criterion only: (i) the type of clients to whom the Notes are targeted 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' type of clients 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' type of clients assessment) and determining appropriate distribution channels.

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 1 December 2017 which received visa n°17-625
from the Autorité des marchés financiers (the "AMF") on 1 December 2017 (the "Base Prospectus") and
the first supplement to the Base Prospectus dated 24 January 2018 which received visa n°18-024 from the
AMF, the second supplement to the Base Prospectus dated 20 February 2018 which received visa n°18-047
from the AMF, the third supplement to the Base Prospectus dated 6 March 2018 which received visa n°18-
075 from the AMF, the fourth supplement to the Base Prospectus dated 5 April 2018 which received visa
n°18-115 from the AMF and the fifth supplement to the Base Prospectus dated 11 June 2018 which
received visa n°18-236 (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:
2018-20
(ii) Tranche Number:
1
3
Specified Currency or Currencies:
United State Dollars ("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 200,000
7
(i) Issue Date:
27 July 2018

(ii) Interest Commencement Date:
Issue Date
8
Interest Basis:
Three (3) months USD Libor + 0.87 per cent. per
annum Floating Rate
2

(further particulars specified below)
9
Maturity Date:
Specified Interest Payment Date falling on or
nearest to 25 July 2025
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
(ii) Dates of the corporate authorisations for
issuance of Notes obtained:
Decision of the Directoire of the Issuer dated
9 April 2018 and decision of Mr. Roland
Charbonnel, Director of Group Funding and
Investor Relations Department, dated 18 July 2018
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

25 January, 25 April, 25 July and 25 October in
(ii)
Specified Interest Payment
each year, subject to adjustment in accordance with
Dates:
the Business Day Convention set out in (iv) below

The Specified Interest Payment Date falling on or
(iii)
First Interest Payment Date:
nearest to 25 October 2018 (first short coupon)

(iv)
Business Day Convention:
Modified Following Business Day Convention
(v)
Interest Period Date:
Not Applicable
(vi)
Business Centre(s):
London, TARGET and New York
(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:
3 months USD Libor

3

-
Interest Determination Date:
Two (2) London Business Days prior to the first

day of each Interest Period
-
Relevant Screen Page:
Reuters Screen LIBOR01
-
Relevant Screen Page Time:
11:00 am London time
(x)
FBF Determination:
Not Applicable
(xi)
ISDA Determination:
Not Applicable
(xii)
Margin(s):
0.87 per cent. per annum
(xiii)
Minimum Rate of Interest:
0.00 per cent. per annum
(xiv)
Maximum Rate of Interest:
Not Applicable
(xv)
Day Count Fraction:
Actual/360
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:
USD 200,000 per Note of USD 200,000 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)), a Gross Up Event
(Condition 6(i)(ii)) or for Illegality
(Condition 6(l)):
USD 200,000 per Note of USD 200,000 Specified
Denomination
(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)):
No
(iv ) Unmatured Coupons to become void
4

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):
London, New York and TARGET
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
Events of Default for Senior Preferred Notes

(Condition 9(a)):
Not Applicable
32
Meeting and Voting Provisions (Condition 11): Contractual Masse shall apply

Name and address of the Representative:
MCM AVOCAT, Selarl d'avocats interbarreaux
inscrite au Barreau de Paris 10, rue de Sèze
75009 Paris
France
Represented by Maître Antoine Lachenaud, Co-
gérant - associé

Name and address of the alternate Representative:
Maître Philippe Maisonneuve
Avocat
10, rue de Sèze
75009 Paris
France
The Representative will receive a remuneration of
EUR 2,000 (excluding VAT) per year.

5

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of BPCE
Duly represented by:

Mr. Roland Charbonnel, Director of Group Funding and Investor Relations Department
6

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
related
to
admission
to
trading:
EUR 4,900 (including AMF fees)
2
RATINGS
Ratings:
Not applicable
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
FLOATING RATE NOTES ONLY - HISTORIC INTEREST RATES
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,
EMMI 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.

5
OPERATIONAL INFORMATION
ISIN:
FR0013352085
Common Code:
186018605

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 free of payment
7

Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
6
DISTRIBUTION
(i)
Method of distribution:
Non Syndicated
(ii) If syndicated:

(a)
Names of
Not Applicable
Managers:
(b) Stabilising Manager(s) if

any:
Not Applicable
(iii) If non-syndicated, name and Commerzbank Aktiengesellschaft
address of Dealer:
Kaiserstraße 16 (Kaiserplatz)
60313 Frankfurt am Main (Germany)
(iv) Prohibition of Sales to EEA
Applicable: PROHIBITION OF SALES TO EEA RETAIL
Retail Investors:
INVESTORS - The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU
("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPS Regulation.
(v) US Selling Restrictions

(Categories of potential

investors to which the Notes are Reg. S Compliance Category 2 applies to the Notes; TEFRA not
offered):
applicable

8