BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

benefits (soliciting or accepting direct or indirect benefits is ● prohibited). Chapter 3 covers confidentiality: banking secrecy and the duty of discretion; ● management of inside information (with the understanding that all ● members are on the list of permanent insiders); reporting of transactions in financial instruments issued by BPCE ● and Groupe BPCE companies (if the total exceeds € 5,000 in one calendar year); compliance with blackout periods on financial instruments issued ● by Groupe BPCE companies. Chapter 4 covers conflicts of interest: independence of judgment; ● incompatibility with the duties performed on their own behalf in ● other investment banks or investment companies outside Groupe BPCE (unless explicitly approved by the Management Board of BPCE); due diligence in business relationships. ● ACTIVITIES In accordance with Article 25.1 of the Articles of Association, the Supervisory Board meets as often as the company’s interests, laws and regulations require, and at least once every quarter in order to examine the Management Board’s quarterly report. Board Meetings may be convened by its Chairman, its Vice-Chairman or by one half of its members and take place at the registered office or any other location stated in the notice of meeting. In accordance with Article L. 823-17 of the French Commercial Code, the Statutory Auditors are invited to Board Meetings examining full-year and half-year financial statements. The BPCE Supervisory Board met twelve times between January 1 and December 31, 2018. In 2018, the average attendance rate for Supervisory Board Members was 91.90%. In addition to issues routinely discussed (quarterly Management Board reports, related-party agreements, approvals of company directors and various items presented for information purposes), the main issues dealt with at Supervisory Board Meetings were as follows: Governance – Internal operating procedures of the board presentation of the Supervisory Board’s corporate governance ● report; determination of the variable pay of Management Board Members ● for 2017 and establishment of fixed pay and the criteria (amount, trigger, qualitative and quantitative criteria) for determining the variable pay of Management Board Members for 2018; approval of BPCE’s entering into employment contracts with ● members of the Management Board; authorization to propose the amendment of BPCE’s Articles of ● Association to the Annual General Shareholders’ Meeting; appointment, at its March 29, 2018 meeting, of Anne Claude Pont ● as Supervisory Board Member, to replace the resigning Marie-Christine Lombard, for the remainder of her predecessor’s term until the Annual General Shareholders’ Meeting convened to approve the 2020 financial statements; acceptance of the resignation of François Pérol from his office as ● Chairman of the Management Board at the meeting of April 26, 2018; designation, at its April 26, 2018 meeting, of Laurent Mignon, BPCE ● Management Board Member, as Chairman of the BPCE

Management Board, replacing François Pérol, effective June 1, 2018 for the remainder of his term as Management Board Member; acknowledgment, at its May 17, 2018 meeting, (i) of the ● appointment of François Riahi by the Natixis Board of Directors on April 27, 2018 to Natixis executive management effective June 1, 2018, replacing Laurent Mignon, and (ii) that François Riahi would no longer be in charge of Group Finance, Strategy, Legal Affairs, and the Corporate Secretary’s Office of the Supervisory Board, but would remain a BPCE Management Board Member as Chief Executive Officer of Natixis based on a scope of responsibilities identical to that of his predecessor; appointment, at its May 17, 2018 meeting, of Nicolas Namias as ● BPCE Management Board Member, Chief Executive Officer in charge of Group Finance, Strategy, Legal Affairs, and the Corporate Secretary’s Office of the Supervisory Board, replacing François Riahi, effective June 1, 2018 for a period expiring at the end of the Annual General Shareholders’ Meeting convened to approve the 2019 financial statements; acknowledgment, in order to begin staggering the reappointments ● of Supervisory Board Members, that the Supervisory Board, at its May 17, 2018 meeting, accepted the resignation of Catherine Amin-Garde, Françoise Lemalle, Didier Patault, Pierre Desvergnes, André Joffre, Yves Gevin, Thierry Cahn, and Maryse Aulagnon as Supervisory Board Members, effective at the adjournment of the Combined General Meeting on May 25, 2018; co-opting, at its May 17, 2018 meeting, of Catherine Mallet as a ● BPCE Supervisory Board Member for the duration of her predecessor Steve Gentili’s term, namely until the Ordinary General Shareholders’ Meeting convened in 2021 to approve the 2020 financial statements; acknowledgment of the resignation of Alain Lacroix from his duties as non-voting director on the Supervisory Board effective March 31, 2018, and appointment of Joël Chassard, at the Supervisory Board Meeting on May 17, 2018, ratified by the Annual General Shareholders’ Meeting convened to approve the financial statements for the year ended December 31, 2017, for a period expiring at the Annual General Shareholders’ Meeting to approve the 2020 financial statements; at its August 2, 2018 meeting: acknowledgment of the resignation ● of Marwan Lahoud, independent member of the Supervisory Board, Chairman of the Audit Committee and member of the Risk Management Committee, effective at the end of the Supervisory Board Meeting on June 19, 2018, and appointment, as an independent member of the Supervisory Board, Chairman of the Audit Committee, and member of the Risk Management Committee, of Kadidja Sinz, for the remainder of her predecessor’s term, i.e. until the Ordinary General Shareholders’ Meeting approving the financial statements for the year ending December 31, 2020; acceptance of the resignation of Astrid Boos, member of the ● Supervisory Board and member of the Appointments and Remuneration Committees, effective June 23, 2018; appointment of Dominique Goursolle-Nouhaud as member of the ● Supervisory Board, member of the Appointments Committee, and member of the Remuneration Committee, for the remainder of her predecessor’s term of office, i.e. until the Annual Ordinary General Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2020; at its August 2, 2018 meeting, appointment of Bernard Dupouy as ● member of the Supervisory Board, member of the Appointments Committee, and member of the Remuneration Committee, for the remainder of his predecessor Pierre Desvergnes’ term of office, i.e. until the Annual Ordinary General Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2023;

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Registration document 2018