BPCE - 2020 Universal Registration Document

LEGAL INFORMATION

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

These agreements, which are characterized as “related,” take the form of: three cost-sharing and service agreements appended to the – sale agreement for the SFS Subsidiaries (“Reverse TSA/SLA,” “IT,” and “TSA”); one custody agreement,the “extendedmandate,”appended – to the sale agreement for the Eurotitres customer base. At its meeting of February 12, 2019, the Supervisory Board of BPCE authorizedBPCE to sign the agreement for the sale of the shares of the SFS Subsidiaries and the sale of the Eurotitres customer base, as well as the “related” agreements. At its meeting of December 17, 2020, the Supervisory Board of BPCE decided to declassify the three service contracts, “Reverse TSA/SLA,” “IT,” and “TSA,” as well as the custody agreement known as the “extended mandate” contract linked to the Smith transaction. These agreements had no impact on BPCE’s 2020 financial statements. Framework and specific agreements covering the new partnership arrangements between the CNP and BPCE groups At its meeting of August 6, 2013, the Supervisory Board authorized François Pérol to constitute an Insurance division at the level of Natixis and engage in negotiations with CNP Assurances with a view to allocating the responsibility for the Group’s future life insurance business to Natixis Assurances. The negotiations with CNP undertaken between October 2013 and July 2014 resulted in the definition of the fundamental principles applicable to the future partnership between BPCE, Natixis and CNP which were duly approved by the Supervisory Board at its meeting of July 31, 2014. The discussions with CNP continued and resulted, first, in an agreement of principle between CNP Assurances, BPCE and Natixis authorized by the Supervisory Board on November 4, 2014 and then in a Final Framework Agreement complemented by specific application contracts (the “New Partnership Agreements”) authorized by the Supervisory Board on February 18, 2015 and approved by the Annual General Shareholders’ Meeting held on May 22, 2015. The new partnership agreements with CNP Assurances represent a major strategic development for BPCE that is perfectly 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 transitional period. These agreements had no impact on BPCE’s 2020 financial statements. Final Framework Agreement and its addendum Joint directors concerned on the applicable date: François Pérol, Chairman of the ManagementBoard of BPCE, a member of the Board of Directorsof CNP Assurancesand Chairmanof the Board of Directors of Natixis, Jean-Yves Forel, a member of the Management Board of BPCE and a member of the Board of Directors of CNP Assurances,Laurent Mignon, a member of the Management Board of BPCE and Chief Executive Officer of Natixis, Pierre Valentin, a member of the Board of Directors of Natixis and a member of the SupervisoryBoard of BPCE, Didier Patault, a member of the Board of Directors of Natixis and a member of the Supervisory Board of BPCE, Thierry Cahn, a member of the Board of Directorsof Natixis and a memberof the Supervisory Board of BPCE, CatherineHalberstadt,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 Gérard Bellemon, a member of the Board of

Directorsof NatixisAssurancesand a memberof the Supervisory Board of BPCE. The Final Framework Agreement was executed between CNP Assurances (acting in its name and on behalf of itself and in the name and on behalf of its subsidiaries),BPCE (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of the members of the Caisse d’Epargne network as central institution of the Caisse d’Epargne network, and/or in the name and on behalf of the members of the Banque Populaire network as central institution of the Banque Populaire network, and/or in the name and on behalf of its subsidiaries), Natixis (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of its subsidiaries), Natixis Assurances, ABP Vie and ABP Prévoyance. The purpose of the final framework agreement is: to note the non-renewal of the Existing Agreements; • to define, organize and delimit the contractual whole formed • by the New Partnership Agreements of which it is the umbrella agreement; to determine the term of the New Partnership Agreements, • namely seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the New Partnership Agreements for a period of three years as from January 1, 2023 or purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio on December 31, 2020, and CNP the option, in 2020 and 2022, of notifying BPCE of its desire to initiate discussions with a view to such sale; to define and organize the functioning of the Partnership • Committee and any sub-committees subsequently formed by the Partnership Committee; and more generally, to organize and monitor the relationships • between the Parties for the purposes of the Renewed Partnership. An addendum to the Final Framework Agreement was signed on December 30, 2015 between BPCE, CNP Assurances and Natixis in order to determine a new time limit for the signature of certain of the intended New Partnership Agreements not already signed before December 31, 2015. The addendum was equally designed to amend certain agreements to reflect regulatory or operating developments requiring the modification of certain appendices, and also provides for the deferral to January 1, 2016 of the constitution of the Partnership Committee. These agreements had no impact on BPCE’s 2020 financial statements. Agreements between CNP Assurances, BPCE, Natixis and ABP Vie (a subsidiary of Natixis Assurances) Joint directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances, Jean-Yves Forel, a member of the Management Board of BPCE and a member of the Board of Directors of CNP Assurances, Daniel Karyotis, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis, Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Catherine Halberstadt, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Didier Patault, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Pierre Valentin, 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 Natixis Assurances.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE