BPCE - 2020 Universal Registration Document

LEGAL INFORMATION

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

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 corporate office or the employment contract and the average of the three highest variable payments allocated (whether paid immediately or deferred) for the last five calendar years of work preceding the termination of the corporate office or the employment contract. Payments in respect of the relevant corporate office and employment contract are taken into account. The amount of the bonus is equal to the monthly benchmark pay x (6 + 0.6 A): where A is the number, which may be a fraction, of years • served in a corporate office within the relevant scope ( i.e. terms of office served as CEO of Banque Populaire, Chairman of the Management Board of Caisse d’Epargne, CEO of CFF until November 6, 2019, CEO of BPCE I until December 31, 2018, Chairman of the Management Board of Banque Palatine, and member of the ManagementBoard of BPCE SA). For an executive benefiting from this scheme who is then appointed to the ExecutiveManagementCommitteeof Natixis or who, following a transfer to BPCE SA, holds the position of CEO or Deputy CEO at BPCE SA, the terms during which these offices are held will be taken into account when determining A. Conversely, the terms during which these offices are held before the executive becomes a beneficiary of this scheme will not be taken into account. Should the offices included in the calculation of A be held simultaneously, these terms will be counted only once (no double-counting);

the amount is capped at 12 times the monthly benchmark pay • corresponding to a total term of office of 10 years; regardless, any compensation paid for termination of an • employment contract is deducted from the retirement bonus. The Supervisory Board finds that this change is of real interest for BPCE SA since it is a means of involving Christine Fabresse, Catherine Halberstadt, and Jean-François Lequoy in the company’s performance by requiring them to meet certain performance conditions over a period of several years. The amount provisioned at the end of the 2020 fiscal year in respect of retirement bonuses came to €3,366,578. SOCIAL PROTECTION PLANS APPLICABLE TO ALL EMPLOYEES AND IN FAVOR OF CERTAIN CATEGORIES OF EMPLOYEES Director concerned on the applicable date (December 17, 2020): Jean-François Lequoy, member of the BPCE Management Board. Jean-FrançoisLequoy will benefit, under the same conditions as BPCE employees, from the application of the social protection measures implemented within BPCE for all employees and for certain categories of employees: CGP Article 83 supplementary pension plan: the contribution • rate is 6% from Bracket A and 4% from the pensionable portion of pay in excess of Bracket A; 70% of this contribution is paid by the company and 30% by the employee; Retraite Epargne Expertise (R2E): the contribution rate is 3.5% • on total contributory remuneration; this contribution is fully payable by the company;

IPBP supplementary protection plan; • CNP TD supplementary protection plan; • BPCE MUTUELLE supplementary health plan. •

Jean-François Lequoy may benefit from the rules governing the maintenance of rights to receive pay for a period of 12 months in the case of temporary work disability applicable to executive directors of Groupe BPCE companies. The SupervisoryBoard has found that implementing these plans is of genuine interest for BPCE SA since it is a means of incentivizing and retaining this member of the Management Board.

Agreements already approved by the Annual General Shareholders’ 7.6.2 Meeting

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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 fiscal years,was continued in 2020. 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 concernedon the applicabledate (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.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE