BPCE_REGISTRATION_DOCUMENT_2017

RISK REPORT Legal risks

Irving H. Picard, the court-appointedtrustee for Bernard L. Madoff Investment Securities LLC (BMIS), submitted a restitution claim concerningthe liquidationof amounts received prior to the discovery of the fraud through a complaint filed with the United States Bankruptcy Court for the Southern District of New York against several banking institutions, including a $400 million claim against Natixis. Natixis denies the allegationsmade against it and has taken the necessary steps to defend its position and protect its rights. Natixis has launched appeals, including a motion to dismiss, requesting that the case be dismissed on a preliminarybasis or prior to any ruling on merit, and a motion to withdraw the reference to transfer certain matters to the United States district court. These proceedingshave been subject to numerous rulings and appeals and are still ongoing. A November 2016 ruling by the bankruptcy court dismissed a number of restitution claims initiated by the trustee on the groundsof extraterritoriality. The case isstill in progress. Furthermore, the trustees for the liquidation of Fairfield Sentry Limited and Fairfield Sigma Limited have initiated a large number of proceedings against investors having previously received payment from these funds for redemptions of shares (over 200 proceedings have been filed in New York). Some Natixis entities have been named as defendants in some of these proceedings. Natixis deems these proceedingsto be entirely unfounded and is vigorously defending its position. These proceedings have been suspended for several years, and in October 2016 the bankruptcycourt authorizedthe trustees to modify their initial claim. The defendants jointly responded in May and June 2017 and are awaiting the announcementof the hearing date. CRIMINAL COMPLAINTS COORDINATED BY ADAM In March 2009, the Paris public prosecutor’soffice (Parquet de Paris) launcheda preliminaryinvestigationinto a complaintfiled by Natixis minority shareholdersand coordinatedby the Associationde Défense des ActionnairesMinoritaires(ADAM– Associationfor the Defenseof Minority Shareholders). As the plaintiffs have initiated civil proceedings,a judicial investigationopened in 2010. On February 14, 2017, Natixis came under investigationfor two messages sent in the second half of 2007,at the beginning of the subprime crisis. The judicial investigation is still being conducted. NATIXIS ASSET MANAGEMENT (FORMERLY CDC GESTION) – PROFIT SHARING In 2012, a complaint was filed against Natixis Asset Management before the Paris District Court (Tribunal de Grande Instance de Paris) by 187 former employeesof CDC Gestion (current name Natixis Asset Management.)The subject of the complaintis the legal recognitionof their rights to the common law profit-sharingschemes from 1989 to 2001. Followingthe applicationfor a priority preliminaryruling on the issue of administrative constitutionality raised by Natixis Asset Managementon the interpretationof an article of the French Labor Code, on August 1, 2013, the ConstitutionalCouncil declaredthe first

paragraphof Article L. 442-9 of the French Labor Code in its version prior to Law No. 2004-1484 of December 30, 2005 to be unconstitutionaland ruled that employeesof companieswhose share capital is predominantly held by public entities cannot call for a profit-sharingscheme to be applicableto them for the period during which theprovisionsdeclared unconstitutionalwere in force. In September 2014 the Paris District Court ruled in favor of Natixis Asset Management and dismissed all of the employees’ complaints. The employees appealed the ruling to the Paris Court of Appeal. On May 9, 2016 the Court of Appeals upheld the ruling and rejected the appeal filed by the plaintiffs. Employees have collectively submitted an appeal to the Court of Cassation. In a ruling dated February 28, 2018, the Courtof Cassationrejected theirappeal. MMR CLAIM In 2007, Ixis Corporate & Investment Bank (the predecessor of Natixis) issued EMTNs (Euro Medium Term Notes) indexed to a fund that invested in the Bernard Madoff Investment Securities fund. Renstone Investments Ltd (the apparent predecessor of MMR Investment Ltd) is alleged to have subscribed, via a financial intermediary acting as the placement agent, for these bonds in the amount of $50million. In April 2012, MMR InvestmentLtd filed a joint claim against Natixis and the financial intermediarybefore the CommercialCourt of Paris, claiming not to have received the bonds, despite having paid the subscription price to the financial intermediary. The claim mainly concerns the reimbursementof the subscription price of the bonds and, as an alternative, the annulment of the subscription on the grounds of defect in consent. On February 6, 2017, the Commercial Court of Paris dismissedall of MMR Investment Ltd’s claims. MMR InvestmentLtd filed an appeal on March 27, 2017. The case is still in progress. UNION MUTUALISTE RETRAITE In June 2013, Union Mutualiste Retraite filed three complaints againstAEWEuropein relationto the acquisitionand managementof two real estate portfolios in Germany between 2006 and 2008. The amountsclaimedby Union Mutualiste Retraite total € 139 million. On January 19, 2016, the CommercialCourt of Paris ordered a stay of proceedingson the merits of the case, pendinga final decisionby the Paris Court of Appeal as requestedby AEW Europe in early July 2015 in the context of an appeal for annulment (appel-nullité) submitted againstthe ruling of the CommercialCourt of July 1, 2015, which had declared the legal action by the claimants to be admissible. In an order dated July 17, 2017, the Paris Court of Appeal ruled the AEW Europe annulment to be inadmissible. On October 25, 2016, the CommercialCourt of Paris ordered the two insurance schemes involved to honor, in respect of AEW Europe, the sanctions covered by the policies that may be ruled in favor of UMR in connection with the litigation and to cover the defense costs incurred by AEW Europe. One of the insurers concernedappealedthis decision onDecember 7, 2016. The case is stillin progress.

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Registration document 2017