BPCE - 2018 Registration document

7 LEGAL INFORMATION

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

The CNCE lending activity managed in 2005 was sold to various Groupe Caisse d’Epargne subsidiaries. To this end, CNCE sold to IXIS Corporate & Investment Bank on November 18, 2005 its mid- and long-term French regional public sector financing activities, under a partial transfer of business assets. Following approval from the Supervisory Board on December 14, 2006, a memorandum of understanding between CNCE, IXIS CIB and Crédit Foncier de France regarding the transfer of outstanding regional public-sector loans from IXIS CIB to Crédit Foncier de France was signed on February 19, 2007. On November 20, 2009, BPCE (taking over the rights of CNCE), Natixis (taking over the rights of IXIS CIB) and Crédit Foncier de France signed an amendment to the agreement specifying the obligations resulting from MiFID for derivatives activities and concerning the categorization of Natixis’ counterparties and the notification of their category. This agreement had no impact on BPCE’s 2018 financial statements. Amendment to the “PLS Package – PLI Package” agreement with Crédit Foncier de France Directors concerned on the applicable date: Alain Lemaire, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France, Guy Cotret, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France and Jean-Marc Carcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France. On December 14, 2005, CNCE and Crédit Foncier de France entered into a PLS Package (state-sponsored rental accommodation loans) and PLI Package (intermediate rental loans) partnership agreement to implement a new regulated loan distribution strategy. After four years of trials, it became desirable to simplify the agreement in response to the evolution in the financial markets, given that it appeared possible to simplify the basis of remuneration of the loan distribution networks and recognize the additional funding in the balance sheet of Crédit Foncier de France. The agreement was thus amended as follows with effect from July 31, 2009: the scope of the loans in question was extended to PLSs, PLIs, PSLAs (social lease ownership loans) and open-ended loans for new flows and similar transactions, as were the fee calculation rules. This agreement had no impact on BPCE’s 2018 financial statements. Directors concerned on the applicable date: Alain Lemaire, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France, Guy Cotret, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France and Jean-Marc Carcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France. On June 19, 2008, CNCE, Crédit Foncier de France and Compagnie de Financement Foncier signed a financial intermediary agreement for local authorities and institutions which took effect on January 1, Financial intermediary agreement for Local Authorities and Institutions

2007. The main aim of this agreement was to define the terms of fees and commissions paid to the Caisses d’Epargne in their role as financial intermediaries for Groupe Crédit Foncier which holds the loans granted to local authority and institutional clients on its balance sheet. Given the banking and financial context of the prevailing absence, with effect from September 2008, of market references for medium- and long-term bond issues, the parties met to assess the implications for fees and commissions. In order to restore an economic balance between the parties and in their mutual interest, it was agreed that an exceptional waiver would be granted uniquely for the primary fees and commissions for financial intermediaries on the new flows due for 2008. An amendment was signed in fiscal year 2011. This agreement was renewed in fiscal year 2016. This agreement had no impact on BPCE’s 2018 financial statements. Agreements and commitments approved during the year We were also informed of the execution during the year of the following agreements and commitments, already approved by the Annual General Shareholders’ Meeting on May 25, 2018 based on the Statutory Auditors’ special report of March 25, 2018 and the Statutory Auditors’ supplementary special report of May 23, 2018. Employment contracts entered into between BPCE and three members of the Management Board Directors concerned on the applicable date (February 13, 2018): Catherine Halberstadt, François Riahi and Laurent Roubin, members of the Management Board of BPCE It was determined that it would be in BPCE’s best interest to enter into employment contracts with three 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 attached to these contracts. At its meeting of February 13, 2018, the Supervisory Board, having examined the main provisions of the employment contracts (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, continuation of Groupe BPCE seniority, entry into force of contracts after approval by the Annual General Shareholders’ Meeting of the new pay policy), approved and authorized BPCE’s entry into three employment contracts with Catherine Halberstadt, François Riahi and Laurent Roubin, respectively. 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).

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Registration document 2018