BPCE - 2018 Registration document

7 LEGAL INFORMATION Share capital

On December 22, 2016, CASDEN transferred 178,833 category “B” shares to Banque Populaire Aquitaine Centre Atlantique, 89,416 category “B” shares to Banque Populaire Bourgogne Franche-Comté and Banque Populaire du Sud and 44,708 category “B” shares to BRED, for a total of 402,373 category “B” BPCE shares. On May 1, 2017, Caisse d’Epargne Picardie absorbed Caisse d’Epargne Nord France Europe and adopted the new name Caisse d’Epargne Hauts de France. On July 28, 2017, CASDEN transferred 110,000 category “B” shares to Banque Populaire Auvergne Rhône Alpes and 89,416 category “B” shares to Banque Populaire du Sud, for a total of 199,416 category “B” BPCE shares. On December 7, 2017, Banque Populaire Atlantique absorbed Banque Populaire de l’Ouest, Caisse Régionale de Crédit Maritime Mutuel Atlantique and Caisse Régionale de Crédit Maritime Mutuel Bretagne-Normandie and adopted the new name Banque Populaire Grand Ouest.

On June 23, 2018, Caisse d’Epargne Lorraine Champagne Ardenne absorbed Caisse d’Epargne d’Alsace and adopted the name Caisse d’Epargne Grand Est Europe. At its meeting of June 25, 2018, BPCE’s Management Board noted that 16 category “A” shareholders and 15 category “B” shareholders had opted for the payment of the balance of the 2017 dividend in shares, equivalent to subscribing for 391,114 shares with a nominal value of € 5 ( i.e. 15 category “A” shares, the merger of Caisse d’Epargne Grand Est Europe having taken place on June 23, 2018) and that the amount of the capital increase resulting from the exercise of the option of a dividend payment in shares totaled € 1,955,570, thus increasing the share capital from € 155,742,320 to € 157,697,890 on June 27, 2018. In accordance with Regulation (EC) No. 809/2004, it should be noted that BPCE’s articles of association do not have any specific provisions governing changes in share capital that are more stringent than is required by law.

7.2.2

Category “A” and “B” shares

DEFINITION Category “A” shares are shares held by category “A” shareholders, which are the Caisses d’Epargne, and issued by the company in accordance with Articles L. 228-11 et seq. of the French Commercial Code. Category “B” shares are shares held by category “B” shareholders, which are the Banque Populaire banks and minority shareholders, and issued in accordance with the articles of the French Commercial Code.

The rights of category “A” and “B” shareholders may not be changed without the approval of a General Shareholders’ Meeting convened specifically for this purpose, in accordance with applicable laws.

INCORPORATION PERIOD When BPCE was first established on July 31, 2009, two distinct share categories were created – one for former CNCE shareholders and one for former BFBP shareholders – in order to guarantee parity for the shareholders of the two companies owning BPCE during the five-year incorporation period. The incorporation period could be extended by the Annual General Shareholders’ Meeting. After the incorporation period, category “A” and “B” shares would be automatically converted into ordinary shares. Until the end of the incorporation period, in the event of a cash capital increase with pre-emptive subscription rights during which certain holders of category “A” or “B” shares did not exercise all of their subscription rights, the other holders of category “A” or “B” shares (as the case may be) would be entitled to exercise the non-exercised subscription rights, in excess of their own subscription rights, before other shareholders. In addition, category “A” and “B” shares could not be transferred during the incorporation period, except for transfers among category “A” shareholders and among category “B” shareholders, subject to the pre-emptive rights held by other shareholders of the same category. During the incorporation period, seven members of the company’s Supervisory Board were appointed from among candidates proposed by category “A” shareholders, and seven members of the company’s Supervisory Board were appointed from among candidates proposed by category “B” shareholders. The Supervisory Board was only able to validly conduct business if at least two of the members proposed by category “A” shareholders and at least two of the members proposed by category “B” shareholders were present. The company’s General Shareholders’ Meeting of December 20, 2012 decided to abolish the incorporation period, which was scheduled to end on the date of the Annual General Shareholders’ Meeting in May 2015.

LEGAL FORM AND REGISTRATION OF SHARES

The shares issued by the company may only be held in registered form. They are recorded in a register and shareholder accounts and are held by either the company or an approved intermediary.

RIGHTS OF CATEGORY “A” AND “B” SHARES Category “A” and “B” shares have the same rights, with the exception of the special rights attributed during the incorporation period, as set forth in the company’s articles of association. These special rights are attached to each share category, and can be exercised at Ordinary General Shareholders’ Meetings. The special rights expire at the end of the incorporation period. Consequently, at the end of that period, category “A” and “B” shares will be automatically converted into ordinary shares bearing equivalent rights. Each category “A” and “B” share entitles its holder to one vote at Annual General Shareholders’ Meetings.

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Registration document 2018