BPCE - 2020 Universal Registration Document

LEGAL INFORMATION

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

Amendment 6 to the CNP Assurances shareholders’ agreement Joint director concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and member of the Board of Directors of CNP Assurances. The French government, Caisse des Dépôts et Consignations, CNCE and La Banque Postale, as shareholders together owning the majority of CNP Assurances’ shares and voting rights, entered into a shareholders’ agreement on September 2, 1998. The agreementwas concluded in the frameworkof the intended sale by the French government of the major part of its shareholding in CNP Assurances, of the transfer of part of the company’s share capital to the private sector and of the company’s initial public offering (IPO). The parties wished to show their intention to remain invested in the capital in the long-term and to set certain share-transfer rules between themselves as well as to express their shared intention to reinforce the business development of CNP in France and abroad. On February 8, 2017, the parties signed Amendment 6 to the shareholders’ agreement, as successively amended, as they wished, first, to comply with the legislative provisions on appointing two directors representing employees and thereby eliminate the power to appoint one director for employee shareholders and, second, to maintain some measure of flexibility in the operation of the Board of Directors and to terminate the appointment of three non-voting directors. Amendment 6 to the shareholders’ agreement with CNP Assurances, signed at a late date (on February 8, 2017), was authorized by the Annual General Shareholders’ Meeting on May 19, 2017. The shareholders’ agreement, initially entered into on September 2, 1998, has been tacitly renewed for two years, in accordancewith the mechanismprovided for by the parties, i.e., until the next expiration date on December 31, 2019. In a letter dated June 25, 2019, LBP terminated the shareholders’ agreement due to the planned project to set up a major public financial division with La Poste, the French State, and CDC, following the contribution to La Poste of all CNP Assurances shares held by CDC and the French State. This termination resulted in the expiry of the CNP Assurances shareholders’ agreement effective December 31, 2019. At its meeting of December 17, 2020, the BPCE Supervisory Board noted that there was no longer any need to monitor Amendment 6 to the CNP Assurancesshareholders’agreement, which had lapsed. This agreement had no impact on BPCE’s 2020 financial statements. Amendment to MiFID agreement Joint directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Alain Lemaire, a member of the Management Board of BPCE and a member of the Board of Directors of Natixis, Yvan de la Porte du Theil, a member of the Management Board of BPCE and a member of the Board of Directors of Natixis, Stève Gentili, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Francis Henry, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Bernard Jeannin, 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 and Jean-Marc Carcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France.

The CNCE lending activity managed in 2005 was sold to various Groupe Caisse d’Epargne subsidiaries. To this end, CNCE sold to IXIS Corporate & Investment Bank on November 18, 2005 its mid- and long-term French regional public-sector financing activities, under a partial transfer of business assets. On December 14, 2006, the Supervisory Board approved the execution of a memorandumof understanding between CNCE, IXIS CIB and Crédit Foncier de France regarding the transfer of outstanding “regional public-sector” loans from IXIS CIB. This agreement was entered into on February 19, 2007. On November 20, 2009, BPCE (taking over the rights of CNCE), Natixis (taking over the rights of IXIS CIB) and Crédit Foncier de France signed an amendment to the agreement specifying the obligations resulting from MiFID for derivatives activities and concerning the categorization of Natixis’ counterparties and the notification of their category. This agreement had no impact on BPCE’s 2020 financial statements. Amendment to the “PLS Package – PLI Package” agreement with Crédit Foncier de France Joint directors concerned on the applicable date: Alain Lemaire, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France, Guy Cotret, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France and Jean-MarcCarcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France. On December 14, 2005, CNCE and Crédit Foncier de France entered into a PLS Package (state-sponsored rental accommodation loans) and PLI Package (intermediate rental loans) partnership agreement to implement a new regulated loan distribution strategy. After four years of trials, it became desirable to simplify the agreement in response to the evolution in the financial markets, given that it appeared possible to simplify the basis of remuneration of the loan distribution networks and recognize the additional funding in the balance sheet of Crédit Foncier de France. The agreement was thus amended as follows with effect from July 31, 2009: the scope of the loans in question was extended to PLSs, PLIs, PSLAs (social lease ownership loans), and open-ended loans for new flows and similar transactions, as were the fee calculation rules. This agreement had no impact on BPCE’s 2020 financial statements. Financial intermediary agreement for Local Authorities and Institutions Joint directors concerned on the applicable date: Alain Lemaire, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France, Guy Cotret, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France and Jean-MarcCarcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France. On June 19, 2008, CNCE, Crédit Foncier de France and Compagnie de Financement Foncier signed a financial intermediary agreement for local authorities and institutions which took effect on January 1, 2007. The main aim of this agreement was to define the terms of fees and commissions paid to the Caisses d’Epargne in their role as financial intermediaries for Groupe Crédit Foncier which holds the loans granted to local authorities and institutions on its balance sheet.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE