BPCE - 2018 Registration document

LEGAL INFORMATION Share capital

The Annual General Shareholders’ Meeting decided to preserve the equal ownership structure of BPCE’s share capital and to maintain the Supervisory Board’s current composition of seven members proposed by category “A” shareholders, seven members proposed by category “B” shareholders and four external members. An equal split is also applied to the appointment of non-voting directors, with three appointed from candidates proposed by category “A” shareholders and three appointed from candidates proposed by category “B” shareholders, plus Natixis, which is a non-voting director as of right. The Combined General Shareholders’ Meeting of July 11, 2013 reduced the number of non-voting directors proposed by category “A” and category “B” shareholders to two, and decided that the Chairman of the Fédération Nationale des Caisses d’Epargne and the Chairman of the Fédération Nationale des Banques Populaires, who cannot be members of the Supervisory Board, be non-voting directors as of right. The Annual General Shareholders’ Meeting of December 20, 2012 also decided to introduce a 10-year period of non-transferability from July 31, 2009 to July 31, 2019. During this period, only free conveyance within the same network is possible.

The new articles of association have already defined the system for the period commencing August 1, 2019: free conveyance of shares within the same network will remain possible and transfers other than free conveyance ( i.e. to shareholders of another category or to third parties) will also become possible. Transfers of shares will be subject to a pre-emptive right that may be exercised by shareholders of the same category. The transfer of any shares that are not covered by the pre-emptive right will require the prior approval of the Supervisory Board deliberating with a qualified majority (12 out of 18 members). In the event approval is not obtained, the Management Board will have to find a solution. The Annual General Shareholders’ Meeting also decided to shift Groupe BPCE’s solidarity mechanism towards a greater pooling of resources by changing the order of priority in terms of coverage (network funds and the Mutual Guarantee Fund ahead of capacity-based contributions). Finally, the Annual General Shareholders’ Meeting decided to improve the Group’s solvency support mechanism by establishing a bonus and netting system that encourages shareholder institutions to contribute to the achievement of the Group target.

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Registration document 2018