*** BPCE SA SGD TIER 2 10NC5 – IPG 4.60% AREA ***

Issuer: BPCE (BBG Ticker : BPCEGP)
Status of Notes: Tier 2. Subordinated to Senior Obligations, senior to prêts participatifs, titres participatifs and any deeply subordinated obligations of the Issuer; Senior Obligations being all unsecured and unsubordinated obligations of the Issuer, and all other obligations expressed to rank senior to the Notes, as provided by their terms or by law (See Issuer’s EMTN Programme dated 18 November 2015, the First Supplement dated 29 February 2016, the Second Supplement dated 5 April 2016) and the Third Suppement dated 19 May 2016
Issuer Ratings: A2 st/ A st/ A st/ (Moody’s / S&P / Fitch)
Exp Issue Ratings: Baa3 / BBB / A- (Moody’s / S&P / Fitch)
Currency: SGD
Size: [•] Settlement Date: [•] June 2016
Call Date: [•] June 2021
Maturity Date: [•] June 2026
IPG: 4.60% area
Coupon: Fixed rate of [•]% until Call Date (excluded); then reset at the 5 year SGD Swap Offer Rate (available on the Bloomberg page – SDSW5 TPRA Curncy) fixed rate plus [•] bps (with [•] bps being the margin over 5-year SGD Swap Offer Rate at pricing), payable semi- annually in arrear
Int Payment Date: Semi-annually on [•] June, [•] December of each year, starting on [•] December 2016 Day Count Basis: Act/365 (Fixed), Unadjusted
Iss. Redemption op: The Issuer may, at its option, redeem all (but not some only) of the Notes at par plus accrued interest, on the Optional Redemption Date upon giving not less than 30 calendar days’ notice, subject to regulatory approval.
Regulatory Call: At par plus accrued interest upon a Capital Event (the Notes being fully excluded from Tier 2 capital) subject to regulatory approval
Tax Call: At par plus accrued interest upon a Tax Event (tax deductibility, withholding tax) subject to regulatory approval
Bail-in: Statutory- refer to the Risk Factors ‎of the Issuer’s EMTN Programme
Denoms: SGD 250,000 * SGD 250,000
Listing/Docs: Euronext Paris/The Issuer’s EUR40,000,000,000 Euro Medium Term Note Programme dated 18 November 2015, to be read in conjunction with the First Supplement dated 29 February 2016, the Second Supplement dated 5 April 2016 and the Third Supplement dated 19 May 2016 (the “EMTN Programme”)
Form of the Notes: Dematerialised bearer notes
Governing law: French law
Bookrunner: DBS Bank Ltd. / Natixis (B&D) / OCBC Bank / UOB
Timing: Today’s business
Clearing: Euroclear France