BPCE - 2018 Registration document

7 LEGAL INFORMATION

Statutory Auditors’ special report on related-party agreements and commitments

7.6.1

Agreements and commitments to be submitted for the approval

of the Annual General Shareholders’ Meeting

AGREEMENTS AND COMMITMENTS AUTHORIZED AND ENTERED INTO DURING THE YEAR In accordance with Article L. 225-88 of the French Commercial Code, we were informed of the following agreements and commitments approved by the Supervisory Board. Agreements with company directors Employment contract entered into between BPCE and one member of the Management Board Director concerned on the applicable date (May 17, 2018): Nicolas Namias, member of the Management Board of BPCE It was determined that it would be in BPCE’s best interest to enter into an employment contract with one member of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the development of the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions attached to this contract. The Supervisory Board also noted that, in accordance with the rules of the group health, benefits and pension plans (Articles 83 and 39 of the French General Tax Code), the pay used to calculate these group benefits is that which is subject to social security charges ( i.e., received under the employment contract and for holding a corporate office). At its meeting of May 17, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, continued payment of compensation for a period of 12 months in the event of medical leave, seniority, paid vacation, etc.), approved and authorized BPCE’s entry into the employment contract with Nicolas Namias. Employment contract entered into between BPCE and one member of the Management Board Director concerned on the applicable date (October 4, 2018): Christine Fabresse, member of the Management Board of BPCE It was determined that it would be in BPCE’s best interest to enter into an employment contract with one member of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the development of the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions attached to this contract. At its meeting of October 4, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, pension and benefits, continued payment of compensation for a period of 12 months in the event of medical leave, seniority and paid vacation), approved and authorized BPCE’s entry into the employment contract with Christine Fabresse. Amendments to the employment contracts entered into between BPCE and two members of the Management Board Directors concerned on the applicable date (October 4, 2018): Catherine Halberstadt and Nicolas Namias, members of the Management Board of BPCE

It was determined that it would be in BPCE’s best interest to enter into these amendments to the employment contracts with these members of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the development of the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions. At its meeting of October 4, 2018, the Supervisory Board approved and authorized BPCE’s entry into an amendment to the employment contract entered into between BPCE and Catherine Halberstadt on May 14, 2018 and Nicolas Namias on May 25, 2018. Commitments maturing or likely to mature because of a termination or change of position COMMITMENTS RELATED TO THE CHAIRMAN OF THE MANAGEMENT BOARD Director concerned on the applicable date (May 17, 2018): Laurent Mignon, Chairman of the Management Board of BPCE Director concerned on the applicable date (October 4, 2018): Laurent Mignon, Chairman of the Management Board of BPCE INVOLUNTARY-TERMINATION SEVERANCE PAY The Chairman of the Management Board of BPCE will be entitled to involuntary-termination severance pay under the following conditions. Conditions for receiving involuntary-termination severance pay a) The severance may not be paid unless termination of the duties of Chairman of the Management Board of BPCE SA is involuntary (involuntary end to term of office due to removal by the Annual General Shareholders’ Meeting, withdrawal of approval, involuntary resignation, or non-renewal by the Supervisory Board), other than for serious misconduct or a change of position within Groupe BPCE. This severance is not paid if the Chairman of the Management Board leaves the Group at his own initiative. Payment of involuntary-termination severance causes the Chairman of the Management Board to lose any entitlement to the retirement bonus he otherwise may have claimed (it being specified that he does not benefit from a defined-benefit pension plan). If he is re-assigned to another position with Groupe BPCE under an employment contract, the termination of said employment contract, with notification given more than 12 months after he is forcibly removed from his corporate office, entitles him – barring gross negligence or willful misconduct – to receive the severance pay provided for in the applicable collective bargaining agreement. Conversely, if the employment contract is terminated with notification given less than 12 months after he is forcibly removed from corporate office, he is entitled – barring gross negligence or willful misconduct – to receive involuntary-termination severance pay, minus any compensation required by law and provided for in the applicable collective bargaining agreement liable to be paid in respect of the termination of the employment contract. Performance conditions b) Involuntary-termination severance pay is only due if the Group generated positive net income in the last fiscal year preceding the termination of the corporate office. Moreover, in compliance with the rules for determining involuntary-termination severance pay, payment is subject to the

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Registration document 2018