BPCE - 2018 Registration document

LEGAL INFORMATION Share capital

Share capital 7.2

7.2.1

Share capital at December 31, 2018

The share capital amounts to one hundred and fifty-seven million six hundred and ninety-seven thousand eight hundred and ninety euros ( € 157,697,890). It is divided into 31,539,578 fully paid-up shares with a nominal value of five euros ( € 5) each, divided into two categories: 15,769,789 category “A” shares; ● 15,769,789 category “B” shares. ● Regulation (EC) No. 809/2004 requires the following disclosures for each share category: The 15,769,789 category “A” shares are authorized and fully paid up, they were issued at a nominal value of € 5 each, and there was no reconciliation of the number of category “A” shares outstanding at the beginning and end of the year. The 15,769,789 category “B” shares are authorized and fully paid up, they were issued at a nominal value of € 5 each, and there was no reconciliation of the number of category “B” shares outstanding at the beginning and end of the year. There are no shares not representing capital, no shares held as treasury shares by BPCE and no convertible securities, exchangeable securities or securities with warrants. Shares in BPCE are neither listed nor traded on any market. The company did not pledge its own shares over the course of 2018. In the absence of a BPCE stock option plan within the meaning of Article R. 225-138 of the French Commercial Code and in the absence of any share buyback transactions referenced in Articles R. 228-90 and R. 228-91 of the French Commercial Code, the disclosures arising thereunder are not applicable to BPCE. Similarly, as no stock options or bonus shares were granted, the provisions of Articles L. 225-185 and L. 225-197-1 of the French Commercial Code do not apply to BPCE. It should be noted that, in the wake of the decision taken by the Annual General Shareholders’ Meeting on December 16, 2010, BPCE held 3,860,000 category “C” treasury shares bought back from Société de Prise de Participation de l’État (SPPE) until January 5, 2011, at which time it cancelled said shares and reduced its share capital to € 505,831,755. At its meeting of March 14, 2011, the Management Board recorded the buyback of the last shares held by SPPE, i.e. 2,573,653 category “C” shares for a total of € 1,220,208,723.54. These shares were held as treasury shares by BPCE until April 18, 2011, at which time it cancelled said shares and reduced its share capital to € 467,226,960. During this same period, BPCE also redeemed the deeply subordinated notes held by SPPE for a total of € 1,072,070,137. Subsequent to these transactions, BPCE’s category “C” shares have lapsed, and the company’s share capital continues to be equally divided between the Caisses d’Epargne (category “A” shares) and the Banque Populaire banks (category “B” shares).

On September 28, 2012, Banque Populaire Lorraine Champagne bought back 9,431 category “B” BPCE shares held by Segimlor. One of the steps in the simplification of the Group’s structure consisted in 2013 of an increase in BPCE’s stake in the Banque Populaire banks and in the Caisses d’Epargne for an amount of € 2 billion via a reduction in BPCE’s capital and the exceptional payment of a cash dividend deducted from “Additional paid-in capital.” The increase in this stake had to be approved by a decision of BPCE’s Extraordinary General Shareholders’ Meeting, which met on July 11, 2013. The implementation of this decision was subject to a condition precedent, namely the permanent buyback of all Cooperative Investment Certificates (CICs), followed by their cancellation and the corresponding reduction of the share capital of each of the Banque Populaire banks and Caisses d’Epargne. At its meeting of August 6, 2013, BPCE’s Management Board formally acknowledged noted that the conditions precedent had been met and decided to carry out a capital reduction of € 311,484,640 by decreasing the nominal value of the company’s shares from € 15 to € 5, and by paying a dividend of € 311,484,640 consisting of the amount of the capital reduction, i.e. € 10 per share held. The Management Board formally acknowledged the permanent reduction of the company’s share capital by a nominal amount of € 311,484,640, i.e. from € 467,226,960 to € 155,742,320, and also decided to pay an exceptional cash dividend to shareholders, in proportion to their equity investment in the company, totaling € 1,688,515,360 deducted from “Additional paid-in capital.” On November 28, 2013, BRED Banque Populaire bought back 15,812 category “B” BPCE shares held by Cofibred. On November 27, 2014, Banque Populaire Lorraine Champagne absorbed Banque Populaire d’Alsace and adopted the new name Banque Populaire Alsace Lorraine Champagne. On November 20, 2015, Banque Populaire Rives de Paris bought back 23 category “B” BPCE shares held by the Doitteau estate. On December 3, 2015, Banque Populaire Rives de Paris bought back 8 category “B” BPCE shares held by Claude Raffetin. On March 18, 2016, Banque Populaire Alsace Lorraine Champagne bought back 7 category “B” BPCE shares held by Robert Arnaud. On November 22, 2016, Banque Populaire Provençale et Corse absorbed Banque Populaire Côte d’Azur and adopted the new name Banque Populaire Méditerranée. On December 7, 2016, Banque Populaire des Alpes absorbed Banque Populaire Loire et Lyonnais and Banque Populaire du Massif Central and adopted the name Banque Populaire Auvergne Rhône Alpes.

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Registration document 2018