BPCE - 2018 Registration document

7 LEGAL INFORMATION

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

The Supervisory Board was again called upon, in connection with the Smith transaction, to authorize BPCE’s acquisition of the shares of Natixis Lease, Natixis Factor, Natixis Financement and CEGC, known as the “SFS Subsidiaries,” and the acquisition of the Eurotitres business. The purchase price for the SFS Subsidiaries is € 2.6 billion, which ● breaks down into € 351 million for Natixis Financement, € 178 million for Natixis Factor, € 953 million for Natixis Lease and about € 1.1 billion for CEGC. An adjustment to the estimated price of the subsidiaries sold is provided for in the agreements, in proportion to any upward or downward difference between the final 2018 IFRS capital of the subsidiaries sold and the estimated 2018 IFRS capital used to set the initial price. This transaction will be finalized subject to the condition precedent that BPCE complete the capital increase in an amount equal to at least € 1.2 billion and that the ECB recognize it as CET1. The purchase price for the Eurotitres business is € 87 million. An ● adjustment to the estimated price is provided for in proportion to the increase or decrease in the amount corresponding to Eurotitres’ AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS YEARS FOR WHICH EXECUTION WAS CONTINUED IN 2018 In accordance with Article R. 225-57 of the French Commercial Code, we were informed that the execution of the following agreements and commitments, already approved by the Annual General Shareholders’ Meeting in previous years, was continued in 2018. Agreements with shareholders Collateral remuneration agreement between BPCE and the Caisses d’Epargne Directors concerned on the applicable date: Yves Toublanc, Chairman of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Rhône Alpes, Jean Arondel, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Loire-Centre, Jean-Charles Boulanger, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Aquitaine Poitou-Charentes, Jean-Claude Cette, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Provence Alpes Corse, Francis Henry, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Lorraine Champagne-Ardenne, Philippe Lamblin, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Nord France Europe, Pierre Mackiewicz, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Côte d’Azur, Bernard Roux, a member of the Supervisory Board of CNCE and Chairman of the Steering and Supervisory Board of CE Midi-Pyrénées, Pierre Valentin, a member of the Supervisory Board and Chairman of the Steering and Supervisory Board of CE Languedoc-Roussillon, Maurice Bourrigaud, a member of the Supervisory Board of CNCE and Chairman of the Management 7.6.2

net tangible assets ( i.e. the value of the business assets less the value of liabilities and the value of intangible assets). To ensure business continuity, transitional service agreements ● (TSAs) and service-level agreements (SLAs) will also be implemented at the closing, under which Natixis will provide transitional and long-term services to BPCE. These TSAs and SLAs cover about 500 identified services, mainly concerning the Risk, Finance, Compliance and HR functions. These agreements, which are characterized as “related,” will take the form of: three cost-sharing and service agreements appended to the sale - agreement for the SFS Subsidiaries (“Reverse TSA/SLA,” “IT” and “TSA”); one custody agreement, the “extended mandate,” appended to - the sale agreement for the Eurotitres business. At its meeting of February 12, 2019, the Supervisory Board of BPCE authorized BPCE to sign the agreement for the sale of the shares of the SFS Subsidiaries and the sale of the Eurotitres business, as well as the “related” agreements. Board of CE d’Auvergne et du Limousin, Joël Chassard, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Normandie, Bernard Comolet, Vice-Chairman of the Supervisory Board of CNCE and Chairman of the Management Board of CE Ile-de-France, Alain Denizot, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Picardie, Jean-Pierre Deramecourt, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE d’Alsace, Alain Maire, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Bourgogne Franche-Comté, Philippe Monéta, a member of the Supervisory Board of CNCE and Chairman of CE Loire Drôme Ardèche and Didier Patault, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Bretagne Pays de Loire. CNCE and the Caisses d’Epargne have implemented, and may continue to implement in the future, with the Banque de France, GCE group refinancing arrangements involving the direct or indirect use of assets belonging to the Caisses d’Epargne. The purpose of the collateral remuneration agreement is to determine the bases for calculation and payment under which the Caisses d’Epargne will receive a payment from CNCE in return for transferring assets that are eligible for ECB Monetary Policy Operations not otherwise eligible for specific remuneration as securities lending or repo transactions. The agreement is entered into for three years and is renewable automatically for another three-year period, unless terminated in advance. At its meeting of June 24, 2009, the CNCE Supervisory Board authorized the signing with each of the Caisses d’Epargne of this agreement. This transaction resulted in the recognition of an expense of € 2,916,792.86 on BPCE’s 2018 financial statements.

Agreements and commitments already approved by the Annual

General Shareholders’ Meeting

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Registration document 2018