BPCE - 2020 Universal Registration Document

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LEGAL INFORMATION

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

Agreements between CNP Assurances and Groupe BPCE Joint directors concerned on the applicable date: Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Thierry Cahn, a member of the SupervisoryBoard of BPCE and a member of the Board of Directors of Natixis, Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis and Gérard Bellemon, a member of the Supervisory Board of BPCE and a member of the Board of Directors of BPCE Vie. The purpose of these agreements was to extend the agreements signed in 2015 between BPCE, Natixis and CNP Assurances from December 31, 2022 to December 31, 2030, and thereby reinforce CNP Assurances’ multi-partnership model. These agreements provide for the transition to a 50-50 coinsurance split between Natixis Assurances (BPCE Vie and BPCE Prévoyance) and CNP Assurances for collective payment protection insurance and for CNP Assurances to underwrite 34% of individual payment protection insurance policies subscribed for by BPCE Vie. The Supervisory Board of BPCE deemed that these agreements were justified in terms of the corporate interest given that they are integrated within the Group’s overall bancassurance business model while at the same time preserving the interests of customers, the level of fees and commissions, and service quality during the period covered by said agreements. At its meeting of December 19, 2019, the Supervisory Board authorized the signing of agreements between CNP Assurances and Groupe BPCE. These agreements had no impact on BPCE’s 2020 financial statements. Negotiation Agreement for the Smith transaction Joint directors concerned on the applicable date: Laurent Mignon, Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE, Catherine Halberstadt, permanent representativeof BPCE on the Board of Directors of Natixis and a member of the ManagementBoard of BPCE, François Riahi, Chief Executive Officer of Natixis and a member of the Management Board of BPCE, Thierry Cahn, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, Françoise Lemalle, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, Stéphanie Paix, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, Alain Condaminas, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, and Bernard Dupouy, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE. This project involves BPCE’s acquisition from Natixis of the specialized financing activities of Natixis’ SFS business line, namely factoring (Natixis Factor), sureties and guarantees (CEGC), leasing (Natixis Lease), consumer finance (Natixis Financement) and the custodial services activities (Natixis’ Eurotitres department). It has multiple objectives: simplify the structure of the Group’s local banking activities; reposition BPCE SA as the lead operational subsidiary and expert in local banking activities; increase the value that BPCE SA brings to the Group’s clients; and more effectively structure the Group’s capital by positioning the Group’s various entities – and the BPCE SA group in particular – at satisfactory and sustainable capital adequacy levels.

First, Natixis would see approximately €2 billion in capital freed up in connection with the asset sale and would pay out to its shareholders a special dividend calibrated to position Natixis at a CET1 ratio of about 11%. BPCE would also carry out a €2 billion capital increase, of which €1.2 billion would be freed up when the transaction is completed, to finance the acquisition of the targeted assets and provide capital support for any external growth transactions Natixis might wish to make in its asset-light business lines (up to €1.5 billion), in addition to the €1 billion currently anticipated and financed in the New Dimension plan. At its meeting of September 12, 2018, the Supervisory Board authorized the entry into the Negotiation Agreement between BPCE and Natixis. This agreement had no impact on BPCE’s 2020 financial statements. Purchase agreements in connection with the Smith transaction Joint directors concerned on the applicable date: Laurent Mignon, Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE, Catherine Halberstadt, permanent representativeof BPCE on the Board of Directors of Natixis and a member of the ManagementBoard of BPCE, François Riahi, Chief Executive Officer of Natixis and a member of the Management Board of BPCE, Thierry Cahn, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, Françoise Lemalle, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, and Bernard Dupouy, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE. The Supervisory Board was called upon, in connection with the Smith transaction, to authorize BPCE’s acquisition of the shares of Natixis Lease, Natixis Factor, Natixis Financement and CEGC, known as the “SFS Subsidiaries,” and the acquisition of the Eurotitres customer base. The purchase price for the SFS Subsidiaries is €2.6 billion, • which breaks down into €351 million for Natixis Financement, €178 million for Natixis Factor, €953 million for Natixis Lease and about €1.1 billion for CEGC. An adjustment to the estimated price of the subsidiaries sold is provided for in the agreements, in proportion to any upward or downward difference between the final 2018 IFRS capital of the subsidiaries sold and the estimated 2018 IFRS capital used to set the initial price. This transaction will be finalized subject to the condition precedent that BPCE complete the capital increase in an amount equal to at least €1.2 billion and that the ECB recognize it as CET1. The purchase price for the Eurotitres customer base is • €87 million. An adjustment to the estimated price is provided for in proportion to the increase or decrease in the amount corresponding to Eurotitres’ net tangible assets ( i.e. the value of the customer base less the value of liabilities and the value of intangible assets). To ensure business continuity, transitional service agreements • (TSAs) and service-level agreements (SLAs) will also be implemented at the closing, under which Natixis will provide transitional and long-term services to BPCE. These TSAs and SLAs cover about 500 identified services, mainly concerning the Risk, Finance, Compliance and HR functions.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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