BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

Shareholders unable to personally attend the Annual General 3° Shareholders’ Meeting may select one of the following three options: to grant a proxy to another shareholder or, if the shareholder is a - natural person, to the shareholder’s spouse; or to vote by absentee ballot; or - to send a power of attorney to the company without designating - a representative. Annual General Shareholders’ Meetings are chaired by the 4° Chairman of the Supervisory Board or, in his absence, by the Vice-Chairman. In the absence of both, Annual General Shareholders’ Meetings are chaired by a member of the Supervisory Board specially appointed for this purpose by the Supervisory Board. Failing this, the Annual General Shareholders’ Meeting elects its own Chairman. The Annual General Shareholders’ Meeting appoints its officers. The duties of scrutineer are performed by two consenting shareholders representing, themselves or as proxies, the greatest number of shares. The officers of the Annual General Shareholders’ Meeting appoint a Secretary who may be selected from outside the shareholders’ ranks. A register of attendance is kept in accordance with regulations in force. The Ordinary General Shareholders’ Meeting convened on first 5° notice may validly transact business if the shareholders present or represented own at least one-fifth of the voting shares. The Ordinary General Shareholders’ Meeting convened on second notice may validly transact business regardless of the number of shareholders present or represented. Resolutions of the Ordinary General Shareholders’ Meeting are carried by majority vote of the shareholders present or represented, including the shareholders who have voted by absentee ballot. The Ordinary General Shareholders’ Meeting called to approve the financial statements for the past fiscal year is consulted on the components of pay due or granted for the fiscal year ended to the Chairman of the Management Board and to each member of the Management Board.

It is consulted on the overall budget for pay of any kind paid during the fiscal year ended to the company’s executive managers and to categories of staff referred to in Article L. 511-71 of the French Monetary and Financial Code, whose professional activities have a material impact on the company or Group risk profile. The Ordinary General Shareholders’ Meeting may, in accordance with Article L. 511-78 of the French Monetary and Financial Code, resolve to raise the variable pay to an amount greater than the fixed pay amount, within the limit of double the fixed pay amount, for the company’s executive managers, as well as for categories of staff referred to in Article L. 511-71 of said Code whose professional activities have a material impact on the company or Group risk profile. This resolution is carried by a two-thirds majority of the votes of the shareholders present or represented, including the shareholders having voted by absentee ballot. If at least half the shareholders are not present or represented, the resolution is carried by a three-quarters majority vote. The Extraordinary Shareholders’ Meeting convened on first notice 6° may validly transact business only if the shareholders present or represented own at least one-fourth of the voting shares. The Extraordinary Shareholders’ Meeting, convened on second notice, may validly transact business only if the shareholders present or represented own at least one-fifth of the voting shares. Resolutions of the Extraordinary Shareholders’ Meeting are carried by a two-thirds majority of the votes of the shareholders present or represented, including the shareholders who have voted by absentee ballot. Copies or extracts of the minutes of the Annual General 7° Shareholders’ Meeting are validly certified by the Chairman of the Supervisory Board, by the Vice-Chairman, a member of the Management Board, or by the Secretary of the Annual General Shareholders’ Meeting. Ordinary and Extraordinary Shareholders’ Meetings exercise their 8° respective powers in accordance with regulations in force.

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Registration document 2018