BPCE - 2020 Universal Registration Document
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LEGAL INFORMATION
STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS
As BPCE replaced CNCE and BFBP as the central institution, effective from July 31, 2009, and decided to revise the amount of the contribution remunerating the services provided by BPCE in connection with the affiliation of Natixis, a further agreement was executed on December 21,2010, triggering the termination of the invoicing agreement executed in 2007 (the latter was in force until March 31, 2010), effective from April 1, 2010, providing for an annual flat-rate amount of €22,000,000 with an indexation clause effective from 2011. When the 2012 budget was set, in order to take the overall context into account, a decision was made to revise the amount of the contribution based on the actual cost of the policy assignments carried out by BPCE on behalf of Natixis. The parties decided to enter into a new invoicing agreement for that purpose, which outright replaced the agreement of December 21, 2010. The new agreement became effective from January 1, 2012. At its meeting of February 22, 2012, the Supervisory Board approved the terms and conditions of the new invoicing agreement with Natixis and authorized the execution thereof. The agreement resulted in the recognition of income of €39,800,000.00 on BPCE’s 2020 financial statements. Joint and several guarantee agreement between CNCE and Natixis Directors concerned on the applicable date: Charles Milhaud, Chairman of the ManagementBoard of CNCE, Nicolas Mérindol, a member of the Management Board of CNCE, Anthony Orsatelli, a member of the Management Board of CNCE, Pierre Servant, a member of the Management Board of CNCE and Francis Meyer, a member of the Supervisory Board of CNCE (representing CDC). On October 1, 2004, CNCE and CDC IXIS Capital Markets entered into an agreement by which CNCE provides a joint and several guarantee on the debts of CDC IXIS Capital Markets to third parties. The guarantee was granted for an indefinite period. CNCE may unilaterally terminate this agreement provided that it announces its intention six months before the termination becomes effective. The agreement was granted prior approval by the Supervisory Board during its September 30, 2004 meeting. Following the merger of IXIS Corporate & Investment Bank with Natixis, this guarantee was renewed in favor of Natixis. The agreement resulted in the recognition of income of €886.34 on BPCE’s 2020 financial statements. The debts guaranteed amounted to €100,934,011.00 as of December 31, 2020. Two agreements entered into within the scope of the new guarantee granted by CNCE (representing the rights of CDC IXIS following the Refondation project of December 31, 2004) to Natixis Structured Products to create a special purpose vehicle (SPV) These agreements were signed following the sale of Labouchère Bank to allow Natixis Capital Markets (formerly IXIS Corporate & Investment Bank) to carry out transactions on the secondary market, and particularly for Japan, as part of a
€10 billion EMTN program. The creation of this SPV, which is located in Jersey, required the following guarantee: an amendment to the commitment letter signed on May 28, • 2003 by CNCE and Natixis Capital Markets to include the SPV within the scope of the letter; a joint and several guarantee between CNCE and Natixis • Structured Products enabling the guarantee provided by CNCE to be transferred to Natixis Structured Products. These agreements had no impact on BPCE’s 2020 financial statements.
AGREEMENTS WITH OTHER SUBSIDIARIES Invoicing agreement related to the affiliation of Crédit Foncier de France
Joint directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Crédit Foncier de France, Nicolas Duhamel, a member of the ManagementBoard of BPCE and permanent representativeof BPCE, a member of the Board of Crédit Foncier de France, Olivier Klein, a member of the Management Board of BPCE and a member of the Board of Crédit Foncier de France, Pierre Desvergnes, a member of the Supervisory Board of BPCE and a member of the Board of Crédit Foncier de France and Francis Henry, a member of the Supervisory Board of BPCE and a member of the Board of Crédit Foncier de France. CNCE, central institution of the former Groupe Caisse d’Epargne, authorized the affiliation of Crédit Foncier de France with CNCE which, in said capacity, was responsible for ensuring the smooth functioning of its subsidiary and received in consideration remuneration calculated in accordance with the invoicing agreement executed on December 11, 2007. As BPCE replaced CNCE as central institution, effective from July 31, 2009, and decided to revise the amount of the contribution remunerating the services supplied by CNCE in connection with the affiliation of Crédit Foncier de France, a further agreement was executed on August 5, 2011 (effective retroactively from January 1, 2011) for an annual flat-rate amount of €6,700,000 with an indexation clause effective from 2012. When the 2012 budget was set, in order to take the overall context into account, a decision was made to revise the amount of the contribution based on the actual cost of the policy assignments carried out by BPCE on behalf of Crédit Foncier de France. The parties decided to enter into a new invoicing agreement for that purpose, which outright replaced the agreement of August 5, 2011. The new agreement became effective from January 1, 2012. At its meeting of February 22, 2012, the Supervisory Board approved the terms and conditions of the new invoicing agreement with Crédit Foncier de France and authorized the execution thereof. The agreement resulted in the recognition of income of €11,400,000.00 on BPCE’s 2020 financial statements.
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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE
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