BPCE - 2019 Universal Registration Document

5

FINANCIAL REPORT

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Statutory Auditors’ report on the 5.4 consolidated financial statements

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English-speaking readers. This report includes information specifically required by European regulations or French law, such as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

(For the year ended December 31, 2019) To the Annual General Shareholders’ Meeting, Groupe BPCE SA 50 avenue Pierre Mendès France 75201 Paris cedex 13

I. Opinion

In compliance with the engagement entrusted to us by your Annual General Meeting , we have audited the accompanying consolidated financial statements of Groupe BPCE SA for the year ended December 31, 2019. In the evolving context of health crisis linked to Covid-19, the Management Board approved these consolidated financial statements on February 4, 2020 considering the information available at that time. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2019 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to the Audit Committee.

II. Basis for Opinion

AUDIT FRAMEWORK We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the “Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. INDEPENDENCE We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2019 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014 or in the French Code of ethics ( code de déontologie ) for Statutory Auditors. Furthermore, the non-audit services that we provided to your Company and its controlled undertakings during the financial year that are not disclosed in the management report or in the notes to the consolidated financial statements are as follows: Deloitte & Associés: the main engagements conducted in fiscal year 2019 concerned certification, comfort letters issued in • connection with issuance programs, reviews of compliance procedures and services provided as part of restructuring measures for Natixis perimeter and the achievement of attestations and missions of independent third party on the CSR information of the management report for BPCE S.A. and Natixis; Mazars: the main assignments carried out in the 2019 financial year concerned methodological review missions in support of the Risk • Department and the Natixis MRM department, on the other hand and comfort letters issued in connection with issuance programs on the other hand; PricewaterhouseCoopers Audit: the main engagements conducted in fiscal year 2019 concerned certification, reviews of compliance • procedures, services provided as part of restructuring measures, comfort letters issued in connection with issuance programs on the other hand, tax consultations and CSR missions.

486

UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

www.groupebpce.com