BPCE - 2019 Universal Registration Document

7

LEGAL INFORMATION

SHARE CAPITAL

Share capital 7.2

7.2.1

Share capital at December 31, 2019

Similarly, as no stock options or bonus shares were granted, the provisions of Articles L. 225-185 and L. 225-197-1 of the French Commercial Code do not apply to BPCE. As a reminder, at its meeting of February 28, 2019, BPCE’s Management Board decided to proceed with an initial capital increase by issuing 1,074,023 category “A” shares to be subscribed to by category “A” shareholders and 1,074,023 category “B” shares to be subscribed to by category “B” shareholders, for a total amount (including additional paid-in capital) of €1,200,000,098.18, to be subscribed to between March 1, 2019 and March 7, 2019 (inclusive). At its meeting of March 8, 2019, the Management Board noted that 15 category “A” shareholders and 14 category “B” shareholders had subscribed for all 1,074,023 category A shares and all 1,074,023 category B shares with a nominal value of €5, and that the resulting capital increase totaled €10,740,230.00, thus increasing the share capital from €157,697,890.00 to €168,438,120.00 on March 8, 2019. At its meeting of June 18, 2019, BPCE’s Management Board noted that 15 category “A” shareholders and 14 category “B” shareholders had opted for the payment of the balance of the 2018 dividend in shares, equivalent to subscribing for 389,302 shares with a nominal value of €5, and that the amount of the capital increase resulting from the exercise of the option of a dividend payment in shares totaled €1,946,510.00, thus increasing the share capital from €168,438,120.00 to €170,384,630.00 on June 26, 2019. In accordance with regulation (EC) No. 809/2004, it should be noted that BPCE’s articles of association do not have any specific provisions governing changes in share capital that are more stringent than is required by law. RIGHTS OF CATEGORY “A” AND “B” SHARES Category “A” and “B” shares have the same rights, with the exception of the special rights attributed during the incorporation period, as set forth in the company’s articles of association. These special rights are attached to each share category and can be exercised at Ordinary General Shareholders’ Meetings. The special rights expire at the end of the incorporation period. Consequently, at the end of that period, category “A” and “B” shares will be automatically converted into ordinary shares bearing equivalent rights. Each category “A” and “B” share entitles its holder to one vote at Annual General Shareholders’ Meetings. The rights of category “A” and “B” shareholders may not be changed without the approval of a General Shareholders’ Meeting convened specifically for this purpose, in accordance with applicable laws.

The share capital amounts to one hundred and seventy million three hundred and eighty-four thousand six hundred and thirty euros (€170,384,630). It is divided into 34,076,926 fully paid-up shares with a nominal value of five euros (€5) each, divided into two categories: 17,038,463 category “A” shares; • 17,038,463 category “B” shares. • Regulation (EC) No. 809/2004 requires the following disclosures for each share category: The 17,038,463 category “A” shares are authorized and fully paid up, they were issued at a nominal value of €5 each, and there was no reconciliation of the number of category “A” shares outstanding at the beginning and end of the fiscal year. The 17,038,463 category “B” shares are authorized and fully paid up, they were issued at a nominal value of €5 each, and there was no reconciliation of the number of category “B” shares outstanding at the beginning and end of the fiscal year. There are no shares not representing capital, no shares held as treasury shares by BPCE and no convertible securities, exchangeable securities or securities with warrants. Shares in BPCE are neither listed nor traded on any market. The company did not pledge its own shares over the course of 2019. In the absence of a BPCE stock option plan within the meaning of Article R. 225-138 of the French Commercial Code and in the absence of any share buyback transactions referenced in Articles R. 228-90 and R. 228-91 of the French Commercial Code, the disclosures arising thereunder are not applicable to BPCE. DEFINITION Category “A” shares are shares held by category “A” shareholders, which are the Caisses d’Epargne, and issued by the company in accordance with Articles L. 228-11 et seq . of the French Commercial Code. Category “B” shares are shares held by category “B” shareholders, which are the Banque Populaire banks and minority shareholders, and issued in accordance with the articles of the French Commercial Code. LEGAL FORM AND REGISTRATION OF SHARES The shares issued by the company may only be held in registered form. They are recorded in a register and shareholder accounts and are held by either the company or an approved intermediary. Category “A” and “B” shares 7.2.2

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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