BPCE - 2019 Universal Registration Document

5

FINANCIAL REPORT

IFRS CONSOLIDATED FINANCIAL STATEMENTS OF BPCE SA GROUP AS AT DECEMBER 31, 2019

5.15

ORDINARY SHARES AND EQUITY INSTRUMENTS ISSUED

Accounting principles Financial instruments issued by the Group qualify as debt or equity instruments depending on whether or not the issuer has a contractual obligation to deliver cash or another financial asset to the holder of the instrument, or to exchange the instrument under conditions that are potentially unfavorable to the Group. This obligation must arise from specific contractual terms and conditions, not merely economic constraints. In addition, when an instrument qualifies as equity: its remuneration impacts equity. However, in accordance with the amendment to IAS 12 of December 2017, which applies • from January 1, 2019, the tax consequences of dividend payments can be recognized in retained earnings, gains and losses recognized directly in other comprehensive income, or in income, depending on the source of the amounts paid. Accordingly, when the payment corresponds to the notion of a dividend within the meaning of IFRS 9, the tax consequence is taken to income. This rule applies to interest on perpetual deeply subordinated notes, which is treated as a dividend for accounting purposes; it cannot be an underlying instrument eligible for hedge accounting; • if the issue is in a foreign currency, the instrument is fixed at its historical value resulting from its conversion to euros at its • initial date of transfer to equity. Finally, when these instruments are issued by a subsidiary, they are included in “Non-controlling interests”. When their remuneration is of a cumulative nature, it is charged to “Income attributable to equity holders of the parent” and increases the income of “Non-controlling interests”. However, when their remuneration is not of a cumulative nature, it is drawn from retained earnings attributable to equity holders of the parent.

SHARE CAPITAL 5.15.1 BPCE SA’s share capital amounted to €170 million at December 31, 2019 (€158 million at December 31, 2018), i.e. 34,076,926 shares with a par value of €5 per share, and can be broken down as follows: 17,038,463 ordinary shares held by the Banques Populaires for • €85 million;

17,038,463 ordinary shares held by the Caisses d’Epargne for • €85 million. At December 31, 2019, additional paid-in capital amounted to €14,015 million versus €12,625 million at December 31, 2018.

5.15.2

PERPETUAL DEEPLY SUBORDINATED NOTES CLASSIFIED AS EQUITY

Nominal (in millions of euros (1)

Amount (in original currency)

Issuing entity

Interest step-up date (2)

Issue date

Currency

Call date

Rate

12/31/2019

12/31/2018

BPCE BPCE BPCE

August 6, 2009 August 6, 2009

EUR

374 million September 30, 2019 September 30, 2019

12.50% 12.50% 5.35%

374 309 700

USD 444 million September 30, 2019 September 30, 2019

November 30, 2018

EUR

700 million September 30, 2023 September 30, 2023

700 700

TOTAL

1,383

Nominal amount translated into euros at the exchange rate in force at the date of classification as equity. (1) Interest step-up date or date of transition from fixed to variable rate. (2)

Issues of perpetual deeply subordinated notes are recognized in equity due to the discretionary nature of their remuneration.

On September 30, 2019, BPCE SA redeemed the notes at maturity.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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