BPCE - 2020 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 FISCAL YEAR 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 Tripartite memorandum of understanding between BRED, BPCE I, and BPCE Joint directors on the applicable date: Olivier Klein, member of the BPCE Supervisory Board and Chairman of the Board of Directors of BRED. At its meeting of December 17, 2020, the Supervisory Board authorized the signing of a memorandum of understanding between BRED, BPCE I, and BPCE concerning the transfer of the activities of BPCE I with regard to the financial conditions attached thereto and BPCE’s corporate interest. This agreement had no impact on BPCE’s 2020 financial statements. AGREEMENTS WITH NATIXIS AND ITS SUBSIDIARIES Partnership agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, and LBP Asset Management, in the presence of Naxitis, BPCE, and La Banque Postale Joint directors on the applicable date: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Christine Fabresse, member of the ManagementBoard of BPCE and Permanent Representative of BPCE on the Board of Directors of Natixis Investment Managers; Catherine Halberstadt, member of the Management Board of BPCE and Permanent Representative of BPCE on the Board of Directors of Natixis; François Riahi, member of the Management Board of BPCE, CEO of Natixis and Chairman of the Board of Directors of Natixis Investment Managers; Gérard Bellemon, member of the Supervisory Board of BPCE and member of the Board of Directors of Natixis Investment Managers; and Didier Patault, member of the SupervisoryBoard of BPCE and member of the Board of Directors of Natixis Investment Managers. The purpose of this agreement is to formalize a partnership aimed at creating a leading European player in Asset Management by combining, within Ostrum Asset Management, euro fixed-income and credit strategies, as well as insurance strategies for Ostrum Asset Management and LBP Asset Management. The Supervisory Board of BPCE considered that this memorandumwas justified in terms of corporate interest, given that it aims to implement the overall project between Natixis and La Banque Postale to create a major player in insurance management through the grouping of some of their asset management activities in a joint venture. At the meeting of June 16, 2020, the Supervisory Board authorized the implementation of the partnership project and approved the terms and conditions of the agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, and LBP Asset Management, in the presence of Naxitis, BPCE and La Banque Postale. This agreement had no impact on BPCE’s 2020 financial statements.

AGREEMENTS WITH COMPANY DIRECTORS Employment contract between BPCE and a member of the Management Board Director concerned on the applicable date (December 17, 2020): Jean-François Lequoy, member of the BPCE Management Board. It appeared in BPCE’s interest to enter into this employment contract enabling Jean-François Lequoy to act as CEO in charge of Finance and Group Strategy in a relationship of subordination to BPCE, as part of BPCE’s strategic plans, and given the related financial conditions. At its meeting of September 7, 2020, the Supervisory Board approved and authorized BPCE’s entry into an employment contract between BPCE and Jean-François Lequoy. 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 (February 11, 2021): Laurent Mignon, Chairman of the Management Board of BPCE. Retirement bonus Upon a decision made by the Supervisory Board, the Chairman of the Management Board of BPCE may receive a retirement bonus under the following conditions. Conditions for receiving a retirement bonus a) Payment of the retirement bonus is subject to the same performance conditions as those applicable to the involuntary-termination severance pay mentioned above, i.e.: the Group must have generated positive net income in the • fiscal year preceding the termination of the corporate office; and beneficiariesmust have been awarded a minimumpercentage • of variable pay on average during the last three years of the current term of office. The retirement bonus may only be paid when the social security pension is drawn, provided that the beneficiary falls within the applicable scope (defined below) at the time the pension is drawn. Payment of the retirement bonus is at the discretion of the Supervisory Board after consultation with the Remuneration Committee. Payment of the retirement bonus is excluded from payment of any other departure bonus. As such, if involuntary-termination severance is paid, the company director will not be entitled to the retirement bonus. Amount of the retirement bonus b) The monthly benchmark pay used in the calculation is equal to one-twelfth of the sum of the fixed pay (excluding benefits and any special increase) granted for the last calendar year of work preceding the termination of the position and the average of the variable pay (whether paid immediately or deferred) for the last three calendar years of work preceding the termination of the position.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE