BPCE - 2019 Universal Registration Document

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LEGAL INFORMATION

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

AGREEMENTS WITH COMPANY DIRECTORS Amendments to the employment contracts entered into between BPCE and three members of the Management Board Directors concerned on the applicable date (December 19, 2019): Christine Fabresse, Catherine Halberstadt and Nicolas Namias, Members of the Management Board of BPCE. It was determined that it would be in BPCE’s best interest to enter into these amendments to employment contracts

governing payment of CGP/R2E compensation, insofar as they would harmonize the payment practices for members of the Management Board. At its meeting of December 19, 2019, the Supervisory Board approved and authorized the signing of amendments to the employment contracts entered into between BPCE and Christine Fabresse, BPCE and Catherine Halberstadt, and BPCE and Nicolas Namias.

Agreements already approved by the Annual General Shareholders’ 7.6.2 Meeting

AGREEMENTS APPROVED IN PREVIOUS YEARS THAT WERE STILL BEING EXECUTED IN THE PAST FISCAL YEAR In accordance with Article R. 225-57 of the French Commercial Code, we were informed that the execution of the following agreements, already approved by the Annual General Shareholders’ Meeting in previous years, was continued in 2019. Employment contracts entered into between BPCE and three members of the Management Board Director concerned on the applicable date (February 13, 2018): Catherine Halberstadt, Member of the Management Board of BPCE. Director concerned on the applicable date (May 17, 2018): Nicolas Namias, Member of the Management Board of BPCE. Director concerned on the applicable date (October 4, 2018): Christine Fabresse, Member of the Management Board of BPCE. It was determined that it would be in BPCE’s best interest to enter into employment contracts with three members of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the development of the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions attached to these contracts. At its meeting of February 13, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, continued payment of compensation for a period of 12 months in the event of medical leave, continuation of Groupe BPCE seniority, entry into force of contracts after approval by the Annual General Shareholders’ Meeting of the new pay policy), approved and authorized BPCE’s entry into an employment contract with Catherine Halberstadt. At its meeting of May 17, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, continued payment of compensation for a period of 12 months in the event of medical leave, seniority, paid vacation, etc.), approved and authorized BPCE’s entry into the employment contract with Nicolas Namias. At its meeting of October 4, 2018, the Supervisory Board, having examined the main provisions of the employment contract (pay, eligibility for mechanisms provided for in the collective bargaining agreement, pension and benefits, continued payment of compensation for a period of 12 months

in the event of medical leave, seniority and paid vacation), approved and authorized BPCE’s entry into the employment contract with Christine Fabresse. The Supervisory Board also noted that, in accordance with the rules of the group health, benefits and pension plans (Articles 83 and 39 of the French General Tax Code), the pay used to calculate these group benefits is that which is subject to social security charges ( i.e., received under the employment contract and for holding a corporate office). Amendments to the employment contracts entered into between BPCE and two members of the Management Board Directors concerned on the applicable date (October 4, 2018): Catherine Halberstadt and Nicolas Namias, Members of the Management Board of BPCE. It was determined that it would be in BPCE’s best interest to enter into these amendments to the employment contracts with these members of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the development of the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions. At its meeting of October 4, 2018, the Supervisory Board approved and authorized BPCE’s entry into an amendment to the employment contract entered into between BPCE and Catherine Halberstadt on May 14, 2018 and Nicolas Namias on May 25, 2018. Commitments maturing or likely to mature because of a termination or change of position COMMITMENTS RELATED TO THE CHAIRMAN OF THE MANAGEMENT BOARD Director concerned on the applicable date (May 17, 2018): Laurent Mignon, Chairman of the Management Board of BPCE. Director concerned on the applicable date (October 4, 2018): Laurent Mignon, Chairman of the Management Board of BPCE. INVOLUNTARY-TERMINATION SEVERANCE PAY The Chairman of the Management Board of BPCE will be entitled to involuntary-termination severance pay under the following conditions. Conditions for receiving involuntary-termination severance a) pay The severance may not be paid unless termination of the duties of Chairman of the Management Board of BPCE SA is involuntary (involuntary end to term of office due to removal by the Annual General Shareholders’ Meeting, withdrawal of approval, involuntary resignation, or non-renewal by the

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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