BPCE - 2018 Registration document

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

Agreements with Natixis and its subsidiaries Negotiation Agreement for the Smith transaction Directors concerned on the applicable date: Laurent Mignon, Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE, Catherine Halberstadt, permanent representative of BPCE on the Board of Directors of Natixis and member of the Management Board of BPCE and François Riahi, Chief Executive Officer of Natixis, member of the Management Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Françoise Lemalle, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Stéphanie Paix, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Alain Condaminas, a Board Member of Natixis and a member of the Supervisory Board of BPCE, and Bernard Dupouy, a Board Member of Natixis and a member of the Supervisory Board of BPCE. This project involves BPCE’s acquisition from Natixis of the specialized financing activities of Natixis’ SFS business line, namely factoring (Natixis Factor), sureties and guarantees (CEGC), leasing (Natixis Lease), consumer finance (Natixis Financement) and the custodial services activities (Natixis’ Eurotitres department). It has multiple objectives: simplify the structure of the Group’s local banking activities; reposition BPCE SA as the lead operational subsidiary and expert in local banking activities; increase the value that BPCE SA brings to the Group’s clients; and more effectively structure the Group’s capital by positioning the Group’s various entities – and the BPCE SA group in particular – at satisfactory and sustainable capital adequacy levels. First, Natixis would see approximately € 2 billion in capital freed up in connection with the asset sale and would pay out to its shareholders a special dividend calibrated to position Natixis at a CET1 ratio of about 11%. BPCE would also carry out a € 2 billion capital increase, of which € 1.2 billion would be freed up when the transaction is completed, to finance the acquisition of the targeted assets and provide capital support for any external growth transactions Natixis might wish to make in its asset-light business lines (up to € 1.5 billion), in addition to the € 1 billion currently anticipated and financed in the New Dimension plan. At its meeting of September 12, 2018, the Supervisory Board authorized the entry into the Negotiation Agreement between BPCE and Natixis. Agreements and commitments authorized and entered into since the fiscal year-end We have been informed of the following agreements and commitments authorized by the Supervisory Board since the end of the fiscal year. Agreements with Natixis and its subsidiaries Purchase agreements in connection with the Smith transaction Directors concerned on the applicable date: Laurent Mignon, Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE, Catherine Halberstadt, permanent representative of BPCE on the Board of Directors of Natixis and member of the Management Board of BPCE and François Riahi, Chief Executive Officer of Natixis, member of the Management Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Françoise Lemalle, a Board Member of Natixis and a member of the Supervisory Board of BPCE, and Bernard Dupouy, a Board Member of Natixis and a member of the Supervisory Board of BPCE.

PENSION PLAN FOR EXECUTIVE DIRECTORS OF GROUPE BPCE Director concerned on the applicable date (October 4, 2018): Christine Fabresse, member of the Management Board of BPCE. Beneficiaries’ eligibility for the plan is subject to meeting the following conditions on the day of their departure: they must end their career with Groupe BPCE. This condition is met ● when beneficiaries are Group employees on the day before their social security pension is drawn following voluntary retirement; they must have served in an eligible position as identified in the ● rules for at least the required minimum period (seven years) at the date on which their social security pension is drawn. Beneficiaries who meet the above conditions are entitled to an annuity set at 15% of benchmark pay, i.e. their average annual pay earned in the three highest-paid years during the five calendar years before the date on which their social security pension is drawn. Annual pay refers to the sum of the following types of pay received for the year in question: fixed pay, excluding benefits in kind or duty-related bonuses; ● variable pay – not exceeding 100% of fixed pay – and defined as ● the total variable amount paid, including the portion that may have been deferred over several years and subject to attendance and performance requirements, in accordance with regulations on variable pay granted by credit institutions. The annuity is capped at four times the annual ceiling for social security annuities. Once drawn, this supplementary pension may be paid to a spouse or former non-remarried spouse, at a rate of 60%. This plan is governed by the provisions of the AFEP-MEDEF Code. It complies with the principles governing the capacity of beneficiaries, overall establishment of base pay, seniority conditions, the progressive increase in potential entitlements depending on seniority, the reference period used to calculate benefits and the prevention of artificially inflated pay. The Supervisory Board has given the authorization to maintain the Pension Plan for Executive Directors of Groupe BPCE dated July 1, 2014, governed by Article L. 137-11 of the French Social Security Code and has decided to subordinate the benefit of the conditional rights provided for by that plan to the attainment by Groupe BPCE of positive net income for the applicable period. The Supervisory Board duly noted the compliance with the provisions of paragraph 8 of Article L. 225-90-1 of the French Commercial Code which provides that conditional rights may not increase, year on year, by an amount in excess of 3% of the annual benchmark pay for the calculation of plan benefits, since the pension plan for executive directors of Groupe BPCE of which Christine Fabresse has the benefit enables the acquisition of a pension equal to 15% of the benchmark pay, assuming membership of the plan for a minimum of 7 years. The Supervisory Board believes that maintaining this commitment helps incentivize and retain this member of the Management Board.

7

715

Registration document 2018