BPCE - 2018 Registration document

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

Collateral remuneration agreement between BPCE and the Banque Populaire banks Directors concerned on the applicable date: Gérard Bellemon, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of Banque Populaire Val de France, Thierry Cahn, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of Banque Populaire d’Alsace, Pierre Desvergnes, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of CASDEN Banque Populaire, Stève Gentili, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BRED, Jean Criton, a member of the Supervisory Board of BPCE and Managing Director of Banque Populaire Rives de Paris and Bernard Jeannin, a member of the Supervisory Board of BPCE and Managing Director of Banque Populaire Bourgogne Franche-Comté. BPCE and the Banque Populaire banks have implemented, and may continue to implement in the future, with the Banque de France, Groupe BPCE refinancing arrangements involving the direct or indirect use of assets belonging to the Banque Populaire banks. The purpose of the collateral remuneration agreement is to determine the bases for calculation and payment under which the Banque Populaire banks will receive a payment from BPCE in return for directly or indirectly transferring assets that are eligible for ECB Monetary Policy Operations. At its meeting of February 24, 2010, the Supervisory Board authorized BPCE to sign this agreement with each of the Banque Populaire banks. It was entered into on July 15, 2010 for an indefinite period. This transaction resulted in the recognition of an expense of € 1,326,666.34 on BPCE’s 2018 financial statements. Agreement with Natixis and its subsidiaries Framework and specific agreements covering the new partnership arrangements between the CNP and BPCE groups At its meeting of August 6, 2013, the Supervisory Board authorized François Pérol to constitute an Insurance division at the level of Natixis and engage in negotiations with CNP Assurances with a view to allocating the responsibility for the Group’s future life insurance business to Natixis Assurances. The negotiations with CNP undertaken between October 2013 and July 2014 resulted in the definition of the fundamental principles applicable to the future partnership between BPCE, Natixis and CNP which were duly approved by the Supervisory Board at its meeting of July 31, 2014. The discussions with CNP continued and resulted, first, in an agreement of principle between CNP Assurances, BPCE and Natixis authorized by the Supervisory Board on November 4, 2014 and then in a Final Framework Agreement complemented by specific application contracts (the “New Partnership Agreements”) authorized by the Supervisory Board on February 18, 2015 and approved by the Annual General Shareholders’ Meeting held on May 22, 2015. The new partnership agreements with CNP Assurances represent a major strategic development for BPCE that is perfectly integrated within the Group’s overall bancassurance business model while at the

same time preserving the interests of customers, the level of fees and commissions, and service quality during the transitional period. Final Framework Agreement and its addendum Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, a Board Member of CNP Assurances and Chairman of the Board of Directors of Natixis, Jean-Yves Forel, a member of the Management Board of BPCE and a Board Member of CNP Assurances, Laurent Mignon, a member of the Management Board of BPCE and Managing Director of Natixis, Pierre Valentin, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Didier Patault, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Catherine Halberstadt, 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 Gérard Bellemon, a Board Member of Natixis Assurances and a member of the Supervisory Board of BPCE. The Final Framework Agreement was executed between CNP Assurances (acting in its name and on behalf of itself and in the name and on behalf of its subsidiaries), BPCE (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of the members of the Caisse d’Epargne network as central institution of the Caisse d’Epargne network, and/or in the name and on behalf of the members of the Banque Populaire network as central institution of the Banque Populaire network, and/or in the name and on behalf of its subsidiaries), Natixis (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of its subsidiaries), Natixis Assurances, ABP Vie and ABP Prévoyance. to define, organize and delimit the contractual whole formed by the ● New Partnership Agreements of which it is the umbrella agreement; to determine the term of the New Partnership Agreements, namely ● seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the New Partnership Agreements for a period of three years as from January 1, 2023 or purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio at December 31, 2020 and CNP the option, in 2020 and 2022, of notifying BPCE of its desire to initiate discussions with a view to such sale; to define and organize the functioning of the Partnership ● Committee and any sub-committees subsequently formed by the Partnership Committee; and more generally, to organize and monitor the relationships between ● the Parties for the purposes of the Renewed Partnership. An addendum to the Final Framework Agreement was signed on December 30, 2015 between BPCE, CNP Assurances and Natixis in order to determine a new time limit for the signature of certain of the intended New Partnership Agreements not already signed before December 31, 2015. The addendum was also designed to amend certain agreements to reflect regulatory or operating developments requiring the modification of certain appendices, and also provides for the deferral to January 1, 2016 of the constitution of the Partnership Committee. The purpose of the Final Framework Agreement is: to note the non-renewal of the Existing Agreements; ●

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Registration document 2018