BPCE - 2019 Universal Registration Document

ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

authorization from the Supervisory Board, as specified by the company’s Articles of Association; exercises all banking, financial, administrative and technical • powers; approves the appointment of executive management at the • company’s main direct and indirect subsidiaries; appoints the person or persons tasked with temporary • Management or Control functions for an affiliated institution in the event the Supervisory Board decides to dismiss any persons referred to in Article L. 512-108 of the French Monetary and Financial Code; decides, in an emergency, to suspend one or more executive • managers of an affiliated institution as a protective measure; uses the Group’s internal solidarity mechanisms, notably by • calling on the guarantee and solidarity funds of the Networks and the Group; approves the Articles of Association of affiliated institutions • and local savings companies and any changes thereto; determines the rules governing the pay granted to executive • managers of affiliated institutions, including any contingent pay and benefits granted to such individuals on or after termination of employment; authorizes any transaction of less than €100 million; • issues general internal directives to affiliated institutions, • covering the objectives defined in Article L. 511-31 of the French Monetary and Financial Code. The provisions governing the participation of shareholders at the Annual General Shareholders’ Meeting (Article 30 of BPCE’s Articles of Association) are as follows: Annual General Shareholders’ Meetings are called and 1° convened in accordance with regulations in force. Annual General Shareholders’ Meetings take place at the registered office or at any other location specified in the notice of meeting. The Ordinary General Shareholders’ Meeting called to approve the annual financial statements for the previous fiscal year convenes within five months of the end of the fiscal year. Only Category “A” shareholders, Category “B” shareholders 2° and owners of ordinary shares are entitled to take part in the Annual General Shareholders’ Meetings. Their participation is subject to the registration of the shares in the name of the shareholder by the second business day preceding the Annual General Shareholders’ Meeting at twelve midnight, Paris time, in the registered share accounts maintained by the company. Shareholders unable to personally attend the Annual General 3° Shareholders’ Meeting may select one of the following three options: to grant a proxy to another shareholder or, if the shareholder – is a natural person, to the shareholder’s spouse; or to vote by absentee ballot; or – to send a power of attorney to the company without – designating a representative. Annual General Shareholders’ Meetings are chaired by the 4° Chairman of the Supervisory Board or, in the Chairman’s

The Management Board is required to comply with the limitations of powers defined in Articles 27.1, 27.2, 27.3 and 27.4 of BPCE’s Articles of Association, which set out the duties of the Supervisory Board. The Chairman of the Management Board represents the company in its dealings with third parties. On the recommendation of the Chairman of the Management Board, the Supervisory Board may grant the same power of representation to one or more Management Board members, who shall then bear the title of Chief Executive Officer. The Chairman of the Management Board and the Chief Executive Officer or officers, if any, are authorized to appoint a special representative to deputize them in respect of part of their powers. With the authorization of the Supervisory Board, the members of the Management Board may, on the recommendation of the Chairman of the Management Board, divide management tasks between them. However, in no event should this division have the effect of removing the Management Board’s capacity as a collegial management body. Once every three months, the Management Board presents a written report to the Supervisory Board on the company’s performance. Within three months of the end of each accounting period, the Management Board completes the parent company financial statements and presents them to the Supervisory Board for verification and control. It also submits the consolidated financial statements to the Supervisory Board within this same period. absence, by the Vice-Chairman. In the absence of both the Chairman and Vice-Chairman, Annual General Shareholders’ Meetings are chaired by a member of the Supervisory Board specially appointed for this purpose by the Supervisory Board. Failing this, the Annual General Shareholders’ Meeting elects its own Chairman. The Annual General Shareholders’ Meeting appoints its officers. The duties of scrutineer are performed by two consenting shareholders representing, themselves or as proxies, the greatest number of shares. The officers of the Annual General Shareholders’ Meeting appoint a Secretary, who may be selected from outside the shareholders’ ranks. A register of attendance is kept in accordance with regulations in force. The Ordinary General Shareholders’ Meeting convened on 5° first notice may validly transact business if the shareholders present or represented own at least one-fifth of the voting shares. The Ordinary General Shareholders’ Meeting convened on second notice may validly transact business regardless of the number of shareholders present or represented. Resolutions of the Ordinary General Shareholders’ Meeting are carried by majority vote of the shareholders present or represented, including shareholders who have voted by absentee ballot. The Ordinary General Shareholders’ Meeting called to approve the financial statements for the past fiscal year is consulted on the components of pay due or granted for the fiscal year ended to the Chairman of the Management Board and to each member of the Management Board.

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Annual General Shareholders’ Meetings 3.4.5

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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