BPCE - 2019 Universal Registration Document

LEGAL INFORMATION

STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS

7.6.1

Agreements to be submitted for the approval of the Annual General

Shareholders’ Meeting

AGREEMENTS AUTHORIZED AND ENTERED INTO DURING THE YEAR

et du Limousin). This subsidy resulted in the recognition of an expense of €5,981,116.89 on BPCE’s 2019 financial statements.

In accordance with Article L. 225-88 of the French Commercial Code, we were informed of the following agreements approved by the Supervisory Board. AGREEMENTS WITH SHAREHOLDERS Subsidy granted by BPCE to the Banques Populaires Directors concerned on the applicable date: Michel Grass, Chairman of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Bourgogne Franche-Comté, Gérard Bellemon, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Val de France, Thierry Cahn, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Alsace Lorraine Champagne, Bernard Dupouy, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Aquitaine Centre Atlantique, Yves Gevin, a member of the Supervisory Board of BPCE and Chief Executive Officer of BP Rives de Paris, Catherine Mallet, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BP Occitane and Olivier Klein, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BRED. The Supervisory Board decided to implement an equity mechanism as part of the plan to integrate Crédit Foncier’s operations into Groupe BPCE, consisting of the payment of a commercial subsidy by BPCE in order to support the roll-out of specific new loans at the Banques Populaires. At its meeting of March 28, 2019, the Supervisory Board of BPCE authorized the payment of a commercial subsidy by BPCE to all Banques Populaires (except CASDEN). This subsidy resulted in the recognition of an expense of €6,694,894.47 on BPCE’s 2019 financial statements. Subsidy granted by BPCE to the Caisses d’Epargne Directors concerned on the applicable date: Catherine Amin-Garde, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Loire Drôme Ardèche, Alain Denizot, a member of the Supervisory Board of BPCE and Chairman of the Management Board of CE Rhône Alpes, Dominique Goursolle-Nouhaud, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Aquitaine Poitou-Charentes, Françoise Lemalle, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Côte d’Azur, Didier Patault, a member of the Supervisory Board of BPCE and Chairman of the Management Board of CE Ile-de-France, Nicolas Plantrou, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Normandie and Pierre Valentin, a member of the Supervisory Board of BPCE and Chairman of the SSB of CE Languedoc-Roussillon. The Supervisory Board decided to implement an equity mechanism as part of the plan to integrate Crédit Foncier’s operations into Groupe BPCE, consisting of the payment of a commercial subsidy by BPCE in order to support the roll-out of specific new loans at the Caisses d’Epargne. At its meeting of March 28, 2019, the Supervisory Board of BPCE authorized the payment of a commercial subsidy by BPCE to all Caisses d’Epargne (except Caisse d’Epargne d’Auvergne

AGREEMENTS WITH NATIXIS AND ITS SUBSIDIARIES Framework partnership agreement between BPCE, Natixis Assurances, BPCE Assurances, Covéa Coopérations, MAAF Assurances, Covéa Protection Juridique and BPCE IARD Directors concerned on the applicable date: François Riahi, Member of the Management Board of BPCE, Chief Executive Officer of Natixis and Chairman of the Board of Directors of Natixis Assurances. This framework contract focuses on insurance of professional risks for customers of the Caisses d’Epargne and Banques Populaires. This agreement was entered into for five years from January 1, 2020 and can be renewed for successive five-year periods. The Supervisory Board of BPCE believed that entering into this framework partnership agreement was in BPCE’s interest, specifically in light of the strategic rationale behind planned operations and the financial terms proposed. At its meeting of March 28, 2019, the Supervisory Board authorized the signing of the framework partnership agreement (and its appendices) between BPCE, Natixis Assurances, BPCE Assurances, Covéa Coopérations, MAAF Assurances, Covéa Protection Juridique and BPCE IARD. Agreements between CNP Assurances and Groupe BPCE Directors concerned on the applicable date: Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis and Gérard Bellemon, a member of the Supervisory Board of BPCE and a member of the Board of Directors of BPCE Vie. The purpose of these agreements was to extend the agreements signed in 2015 between BPCE, Natixis and CNP Assurances from December 31, 2022 to December 31, 2030, and thereby reinforce CNP Assurances’ multi-partnership model. These agreements provide for the transition to a 50-50 coinsurance split between Natixis Assurances (BPCE Vie and BPCE Prévoyance) and CNP Assurances for collective payment protection insurance and for CNP Assurances to underwrite 34% of individual payment protection insurance policies subscribed for by BPCE Vie. The Supervisory Board of BPCE deemed that these agreements were justified in terms of the corporate interest given that they are integrated within the Group’s overall bancassurance business model while at the same time preserving the interests of customers, the level of fees and commissions, and service quality during the period covered by said agreements. At its meeting of December 19, 2019, the Supervisory Board authorized the signing of agreements between CNP Assurances and Groupe BPCE.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE