BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE Potential conflicts of interest

Potential conflicts of interest 2.6

2.6.1

Members of the Supervisory Board

INTEGRITY OF MEMBERS In accordance with the internal rules of BPCE’s Supervisory Board, Supervisory Board Members must perform their duties with loyalty and professionalism. They must not take any initiativesintendedto damage the company’s interests and they must act in good faith inall circumstances. Furthermore, all members of the Supervisory Board and its committees, as well as anyone who may be invited to attend their meetings, are bound by an obligation of professional secrecy, as provided for in Article L. 511-33 of the French Monetary and FinancialCode and by a duty of discretionregardingtheir discussions and any confidential information or information presented as confidential by the Chairman of the meeting, as provided for in Article L.225-92 of theFrench Commercial Code. The Chairmanof the Board stressesthat the proceedingsof a meeting are confidentialwheneverregulationsor the interestsof the company or Groupe BPCE may require it. The Chairman of each Board Committee does the same. The Chairman of the Board or one of its committees takes the measures necessary to ensure the confidentialityof discussions. This may require all persons taking part in a meeting to sign a confidentiality agreement. If a member of the Board or one of its committees fails to comply with an obligation,in particular the obligationof confidentiality,the Chairman of the SupervisoryBoard refers the matter to the Board in order to issue a warning to said member, independently of any measures taken under the applicable legal, regulatory or statutory provisions. Said member is given advance notice of the penalties being considered, and will be able to present observations to the Supervisory Board. In addition, SupervisoryBoardMembers: undertake to devote the necessary time and attention to their ● duties; attend all meetingsof the SupervisoryBoard and the committeesof ● which theyare members, unless this is impossible;

stay informed about the company’sbusiness lines, activities, issues ● and values; endeavor to maintain the level of knowledge they need to fulfill ● their duties; request and make every effort to obtain, in a timely manner, the ● information deemed necessary to be able to hold informed discussions at Supervisory Board Meetings. Finally, Supervisory Board members participate in the training programsset up for them.

CONFLICTS OF INTEREST To the company’s knowledge:

there are no potential conflicts of interest between the duties of ● the SupervisoryBoard Memberswith regard to the issuer and other private duties or interests. If required, the Supervisory Board’s internal rules and the Ethics and Compliance Charter govern the conflicts of interest of any member of the Supervisory Board; there is no arrangement or agreement with an individual ● shareholder, customer, supplier, or other, under which any of the Supervisory Board’smembers has been selected; there are no family tiesbetween the SupervisoryBoardmembers; ● no restriction, other than legal, is accepted by any of the ● Supervisory Board Members regarding the disposal of their equity interest inthe company. DISCLOSURE OF CONVICTION To the company’s knowledge, to date, no member of BPCE’s SupervisoryBoard has been convicted of fraud in the last five years. To the company’s knowledge, to date, no member of BPCE’s Supervisory Board has been declared bankrupt or in liquidation, or had assets placed inreceivership,in the last five years.

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Registration document 2017