BPCE - 2019 Universal Registration Document

LEGAL INFORMATION

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

Two agreements entered into within the scope of the new guarantee granted by CNCE (representing the rights of CDC Ixis following the Refondation project of December 31, 2004) to Natixis Structured Products to create a special purpose vehicle (SPV) These agreements were signed following the sale of Labouchère Bank to allow Natixis Capital Markets (formerly IXIS Corporate and Investment Bank) to carry out transactions on the secondary market, and particularly for Japan, as part of a €10 billion EMTN program. The creation of this SPV, which is located in Jersey, required the following guarantee: an amendment to the commitment letter signed on May 28, • 2003 by CNCE and Natixis Capital Markets to include the SPV within the scope of the letter; a joint and several guarantee between CNCE and Natixis • Structured Products enabling the guarantee provided by CNCE to be transferred to Natixis Structured Products. These agreements had no impact on BPCE’s 2019 financial statements. AGREEMENTS WITH OTHER SUBSIDIARIES Invoicing agreement related to the affiliation of Crédit Foncier de France Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Crédit Foncier de France, Nicolas Duhamel, a member of the Management Board of BPCE and permanent representative of BPCE, a member of the Board of Crédit Foncier de France, Olivier Klein, a member of the Management Board of BPCE and a member of the Board of Crédit Foncier de France, Pierre Desvergnes, a member of the Supervisory Board of BPCE and a member of the Board of Crédit Foncier de France and Francis Henry, a member of the Supervisory Board of BPCE and a member of the Board of Crédit Foncier de France. CNCE, central institution of the former Groupe Caisse d’Epargne, authorized the affiliation of Crédit Foncier de France with CNCE which, in said capacity, was responsible for ensuring the smooth functioning of its subsidiary and received in consideration remuneration calculated in accordance with the invoicing agreement executed on December 11, 2007. As BPCE replaced CNCE as central institution, effective from July 31, 2009, and decided to revise the amount of the contribution remunerating the services supplied by CNCE in connection with the affiliation of Crédit Foncier de France, a further agreement was executed on August 5, 2011 (effective retroactively from January 1, 2011) for an annual flat-rate amount of €6,700,000 with an indexation clause effective from 2012. When the 2012 budget was set, in order to take the overall context into account, a decision was made to revise the amount of the contribution based on the actual cost of the policy assignments carried out by BPCE on behalf of Crédit Foncier de France. The parties decided to enter into a new invoicing agreement for that purpose, which outright replaced the agreement of August 5, 2011. The new agreement became effective from January 1, 2012. At its meeting of February 22, 2012, the Supervisory Board approved the terms and conditions of the new invoicing agreement with Crédit Foncier de France and authorized the execution thereof.

The agreement resulted in the recognition of income of €9,300,000.00 on BPCE’s 2019 financial statements. Amendment 6 to the CNP Assurances shareholders’ agreement Director concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and member of the Board of Directors of CNP Assurances. The French government, Caisse des Dépôts et Consignations, CNCE and La Banque Postale, as shareholders together owning the majority of CNP Assurances’ shares and voting rights, entered into a shareholders’ agreement on September 2, 1998. The agreement was concluded in the framework of the intended sale by the French government of the major part of its shareholding in CNP Assurances, of the transfer of part of the company’s share capital to the private sector and of the company’s initial public offering (IPO). The parties wished to show their intention to remain invested in the capital in the long term and to set certain share-transfer rules between themselves as well as to express their shared intention to reinforce the business development of CNP in France and abroad. On February 8, 2017, the parties signed Amendment 6 to the shareholders’ agreement, as successively amended, as they wished, first, to comply with the legislative provisions on appointing two directors representing employees and thereby eliminate the power to appoint one director for employee shareholders and, second, to maintain some measure of flexibility in the operation of the Board of Directors and to terminate the appointment of three non-voting directors. Amendment 6 to the shareholders’ agreement with CNP Assurances, signed at a late date (on February 8, 2017), was authorized by the Annual General Shareholders’ Meeting on May 19, 2017. The shareholders’ agreement, initially entered into on September 2, 1998, has been tacitly renewed for two years, in accordance with the mechanism provided for by the parties, i.e., until the next expiration date on December 31, 2019. This agreement had no impact on BPCE’s 2019 financial statements. Amendment to MiFID agreement Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Alain Lemaire, a member of the Management Board of BPCE and a member of the Board of Directors of Natixis, Yvan de la Porte du Theil, a member of the Management Board of BPCE and a member of the Board of Directors of Natixis, Stève Gentili, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Francis Henry, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Bernard Jeannin, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Didier Patault, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis and Jean-Marc Carcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France. The CNCE lending activity managed in 2005 was sold to various Groupe Caisse d’Epargne subsidiaries. To this end, CNCE sold to IXIS Corporate & Investment Bank on November 18, 2005 its mid- and long-term French regional public sector financing activities, under a partial transfer of business assets. Following approval from the Supervisory Board on December 14, 2006, a memorandum of understanding between CNCE, IXIS CIB and Crédit Foncier de France regarding the transfer of outstanding regional public-sector loans from IXIS

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE