BPCE - 2018 Registration document

LEGAL INFORMATION Memorandum and articles of association

more generally, to undertake any transactions relating directly or indirectly to these purposes that are liable to facilitate the achievement of the company’s purposes or its expansion. The information presented on Groupe BPCE's institutional website is not included in the Groupe BPCE registration document, unless explicitly incorporated for reference purposes.

to act as an insurance intermediary, and particularly as an ● insurance broker, in accordance with the regulations in force; to act as an intermediary for real estate transactions, in accordance ● with the regulations in force; to acquire stakes, both in France and abroad, in any French or ● foreign companies, groups or associations with similar purposes to those listed above or with a view to the Group’s expansion, and

7.1.2

Appropriation of earnings

In 2017 The Ordinary General Shareholders’ Meeting of BPCE, which met on May 19, 2017, resolved that a dividend of € 383,499,888.77 would be paid out in respect of fiscal year 2016 to category A and B shareholders, equal to € 12.312 per share. At its meeting of December 21, 2017, the Management Board of BPCE resolved to pay an interim dividend totaling € 201,502,528.46 in respect of fiscal year 2017 to the 31,148,464 category A and B shares comprising BPCE’s share capital, amounting to € 6.4691 per share. The Supervisory Board had approved this payment in principle at its meeting of December 21, 2017. In 2016 The Ordinary General Shareholders’ Meeting of BPCE, which met on May 27, 2016, resolved that a dividend of € 349,996,600.88 would be paid out in respect of fiscal year 2015 to category A and B shareholders, equal to € 11.2364 per share. At its meeting of December 19, 2016, the Management Board of BPCE resolved to pay an interim dividend totaling € 174,998,300.44 in respect of fiscal year 2016 to the 31,148,464 category A and B shares comprising BPCE’s share capital, amounting to € 5.6182 per share. The Supervisory Board had approved this payment in principle at its meeting of December 14, 2016. In 2015 The Ordinary General Shareholders’ Meeting of BPCE, which met on May 22, 2015, resolved that a dividend of € 174,998,300.44 would be paid out in respect of fiscal year 2014 to category A and B shareholders, equal to € 5.6182 per share. At its meeting of December 21, 2015, the Management Board of BPCE resolved to pay an interim dividend totaling € 174,998,300.44 in respect of fiscal year 2015 to the 31,148,464 category A and B shares comprising BPCE’s share capital, amounting to € 5.6182 per share. The Supervisory Board had approved this payment in principle at its meeting of December 16, 2015.

Distributable income is comprised of the income for the fiscal year, less any losses brought forward and any sums allocated to the legal reserve, plus any retained earnings. The sums distributed are comprised of the distributable income plus any reserves available to the company. If the full amount of a preferred dividend for a given year has not been distributed, no dividend may be paid to shareholders of category “A” or “B” shares during the incorporation period, or to any shareholders after the end of the incorporation period. The Ordinary General Shareholders’ Meeting, upon a proposal by the Management Board, is entitled to deduct any sums it deems suitable to be carried forward to the following year or to be allocated to one or more extraordinary, general, or special reserve funds. Any sums decided on by the Annual General Shareholders’ Meeting upon a proposal by the Management Board may be allocated to these funds. In addition, the Annual General Shareholders’ Meeting may decide, upon a proposal by the Management Board, to distribute a dividend from all or part of the sums available for distribution, under the terms and conditions set forth in the company’s articles of association. The Ordinary General Shareholders’ Meeting, upon a proposal by the Management Board, may opt to grant shareholders the option of receiving some or all of their dividend in cash or in shares. This option may also be offered for interim dividends. The Ordinary General Shareholders’ Meeting of BPCE, which met on May 25, 2018, resolved that a dividend of € 403,005,056.92 would be paid out in respect of fiscal year 2017 to category A and B shareholders, equal to € 12.9382 per share. At its meeting of December 20, 2018, the Management Board of BPCE resolved to pay an interim dividend totaling € 201,537,903.42 in respect of fiscal year 2018 to the 31,539,578 category A and B shares comprising BPCE’s share capital, amounting to € 6.39 per share. The Supervisory Board had approved this payment in principle at its meeting of December 20, 2018. The classification of category A and B shares is defined in point 7.2.2 of the 2018 registration document. DIVIDEND POLICY In 2018

7

703

Registration document 2018