BPCE - 2020 Universal Registration Document

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ROLE AND OPERATING RULES OF GOVERNING BODIES REPORT ON CORPORATE GOVERNANCE

The Ordinary General shareholders’ Meeting called to approve the financial statements for the past fiscal year is consulted on the components of pay due or granted for the fiscal year ended to the Chairman of the Management Board and to each member of the Management Board. It is consulted on the overall budget for pay of any kind paid during the fiscal year ended to the company’s executive managers and to categories of staff referred to in Article L. 511-71 of the French Monetary and Financial Code, whose professional activities have a material impact on the company or Group risk profile. The Ordinary General shareholders’ Meeting may, in accordance with Article L. 511-78 of the French Monetary and Financial Code, resolve to raise the variable pay to an amount greater than the fixed pay amount, within the limit of double the fixed pay amount, for the company’s executive managers, as well as for categories of staff referred to in Article L. 511-71 of said Code whose professional activities have a material impact on the company or Group risk profile. This resolution is carried by a two-thirdsmajority of the votes of the shareholders present or represented, including the shareholders having voted by absentee ballot. If at least half the shareholders are not present or represented, the resolution is carried by a three-quarters majority vote.

The Extraordinary shareholders’ Meeting convened on first 6° notice may validly transact business only if the shareholders present or representedown at least one-quarter of the voting shares. The Extraordinary shareholders’ Meeting, convened on second notice, may validly transact business only if the shareholders present or representedown at least one-fifth of the voting shares. Resolutions of the Extraordinary shareholders’ Meeting are carried by a two-thirds majority of the votes of the shareholders present or represented, including shareholders who have voted by absentee ballot. Copies or extracts of the minutes of the Annual General 7° shareholders’ Meeting are validly certified by the Chairman of the Supervisory Board, by the Vice-Chairman, a member of the Management Board, or by the Secretary of the Annual General shareholders’ Meeting. Ordinary and Extraordinary shareholders’ Meetings exercise 8° their respective powers in accordance with regulations in force.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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