BPCE - 2020 Universal Registration Document

7

LEGAL INFORMATION

SHARE CAPITAL

7.1.3

Company documents

Documents relating to the company, such as its articles of Shareholders' Meetings may be viewed at the company’s association, financial statements and the Management Board registered office and are also available on BPCE’s website: and Statutory Auditor reports presented at Annual General www.BPCE.fr.

Share capital 7.2

7.2.1

Share capital at December 31, 2020

The share capital is set at one hundred and seventy-three million, six hundred and thirteen thousand, seven hundred euros (€173,613,700). It is divided into 34,722,740 fully paid-up shares with a nominal value of five euros (€5) each, divided into two categories: 17,361,370 category A shares; • 17,361,370 category B shares. • Regulation (EC) No. 809/2004 requires the following disclosures for each share category: The 17,361,370 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 17,361,370 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 2020.

In the absence of a BPCE stock option plan within the meaning of Article R. 225-138 of the French Commercial Code ( Code de commerce ) 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. As a reminder, the Management Board meeting of December 17, 2020 decided to propose payment of a portion of the interim dividend in respect of fiscal year 2020 with the option of payment in cash or securities, in the amount of €321,499,125.48.At its meeting of December 31, 2020, 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 2020 dividend in shares, equivalent to subscribing for 645,814 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 €3,229,070, thus increasing the share capital from €170,384,630 to €173,613,700 on December 31, 2020. 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.

7.2.2

Category A and B shares

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 Banques Populaires and minority shareholders, and issued in accordance with the above-mentioned 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. 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.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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