BPCE - 2018 Registration document

7 LEGAL INFORMATION

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

Protection mechanism in favor of Natixis concerning a portion of the workout portfolio assets Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Alain Lemaire, a member of the Management Board of BPCE and a Board Member of Natixis, Yvan de la Porte du Theil, a member of the Management Board of BPCE and a Board Member of Natixis, Nicolas Duhamel, a member of the Management Board of BPCE and permanent representative of BPCE, a Board Member of Natixis, Stève Gentili, a member of the Supervisory Board of BPCE and a Board Member of Natixis, Francis Henry, a member of the Supervisory Board of BPCE and a Board Member of Natixis, Bernard Jeannin, a member of the Supervisory Board of BPCE and a Board Member of Natixis and Didier Patault, a member of the Supervisory Board of BPCE and a Board Member of Natixis. BPCE and Natixis jointly agreed to establish a mechanism to protect Natixis against future losses and the volatility of income generated from its workout portfolio assets. On November 12, 2009, the BPCE Supervisory Board approved the following agreements concerning the guarantee on a portion of the workout portfolio assets: a financial guarantee (risk pooling) and its rider No. 1 granted by ● BPCE to Natixis; two total return swaps – one for assets denominated in euros and ● one for assets denominated in US dollars – and the ISDA master agreement (and its appendix) governing the relationship between the parties to the swaps; and a call option granted by BPCE to Natixis. ● This transaction resulted in the recognition of income of € 30,859,631.15 on BPCE’s 2018 financial statements. On May 11, 2011, the BPCE Supervisory Board approved the signature of a total return swap concerning Chapel’s equity, in parallel to the purchase by Natixis of the assets of Chapel previously held by Sahara (included in the workout portfolio assets). In order to re-establish the equivalent of the guarantee by Neptune of which Natixis previously had the benefit via Sahara, it was thus proposed that in parallel to the purchase by Natixis of the assets of Chapel, BPCE should guarantee Chapel’s equity by means of a total return swap, in practice substantially equating with the sale of 85% of Chapel’s equity to BPCE at a price of € 81.10 per share, with Natixis bearing the full cost of financing the asset. This agreement had no impact on BPCE’s 2018 financial statements. Joint and several guarantee agreement between CNCE and Natixis Directors concerned on the applicable date: Charles Milhaud, Chairman of the Management Board of CNCE, Nicolas Mérindol, a member of the Management Board of CNCE, Anthony Orsatelli, a member of the Management Board of CNCE, Pierre Servant, a member of the Management Board of CNCE and Francis Meyer, a member of the Supervisory Board of CNCE (representing CDC). On October 1, 2004, CNCE and CDC IXIS Capital Markets entered into an agreement by which CNCE provides a joint and several guarantee on the debts of CDC IXIS Capital Markets to third parties.

invoicing agreement executed in 2007 (the latter was in force until March 31, 2010), effective from April 1, 2010, providing for an annual flat-rate amount of € 22,000,000 with an indexation clause effective from 2011. When the 2012 budget was set, in order to take the overall context into account, a decision was made to revise the amount of the contribution based on the actual cost of the policy assignments carried out by BPCE on behalf of Natixis. The parties decided to enter into a new invoicing agreement for that purpose, which outright replaced the agreement of December 21, 2010. The new agreement became effective from January 1, 2012. At its meeting of February 22, 2012, the Supervisory Board approved the terms and conditions of the new invoicing agreement with Natixis and authorized the execution thereof. The agreement resulted in the recognition of income of € 40,500,000 on BPCE’s 2018 financial statements. Purchase of Natixis securities and the issue and purchase of perpetual deeply subordinated notes Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Stève Gentili, a member of the Supervisory Board of BPCE and a Board Member of Natixis, Francis Henry, a member of the Supervisory Board of BPCE and a Board Member of Natixis, Bernard Jeannin, a member of the Supervisory Board of BPCE and a Board Member of Natixis, Didier Patault, a member of the Supervisory Board of BPCE and a Board Member of Natixis. The transaction is intended to allow BPCE to issue new Tier 1 instruments in exchange for the old Tier 1s issued by Natixis, NBP Capital Trust I and NBP Capital Trust III. Natixis’ Tier 1 investors were therefore given the option of exchanging their securities for new Tier 1 securities issued by BPCE. The Natixis securities collected by BPCE in this exchange were then transferred to Natixis, which cancelled them, with all earnings from the transaction transferred to Natixis. This transaction helped Natixis maintain its Tier 1 status. Under the terms of the contract: Natixis bought from BPCE all of the bonds and other securities that ● Natixis, NBP Capital Trust I and NBP Capital Trust III had issued, which were contributed to the exchange offers made by BPCE; the securities tendered to the offers were acquired by BPCE in exchange for the delivery of new bonds it had issued; BPCE underwrote perpetual deeply subordinated notes that were ● issued by Natixis for a total nominal amount equal to the price at which the securities tendered to the offers were acquired by BPCE. At the July 31, 2009 meeting, the Supervisory Board of BPCE authorized the signing of the Natixis securities purchase contract and authorized BPCE to underwrite deeply subordinated notes issued by Natixis. This transaction resulted in the recognition of an expense of € 93,815,383.96 on BPCE’s 2018 financial statements.

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Registration document 2018