BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

Memorandum and articles of association

Memorandum and articles of association 7.1

7.1.1

General information

BPCE 50, avenue Pierre-Mendès-France – 75013 Paris. Tel.: 33(0)1 5840 41 42 – www.bpce.fr.

Paris Trade and Companies Register Number: 493,455,042 NAF (business activity) code: 6419Z The company’s fiscal yearuns from January1 to December31. Article 2 of BPCE’s articles of association concerning its corporate purpose canbe found inChapter1.3.2.

A French limited liability company ( société anonyme ) with a ManagementBoard and a SupervisoryBoard, governed by its articles of association, the regulations applicable to commercial companies, and the French Monetary and Financial Code ( Code monétaire et financier ). The company was incorporated on January 22, 2007, the date on which BPCE, a non-tradingcompany, was formed to hold the assets contributed by Groupe Banque Populaire and Groupe Caisse d’Epargne.The company’sduration is 99years.

7.1.2

Appropriation ofearnings

Distributable income is comprised of the income for the fiscal year, less any losses brought forward and any sums allocated to the legal reserve, plus anyretained earnings. The sums distributed are comprised of the distributableincome plus any reserves available to the company. If the full amount of a preferred dividend for a given year has not been distributed,no dividendmay be paid to shareholdersof category “A” or “B” shares during the incorporation period, or to any shareholders after the end of the incorporation period. The Ordinary General Shareholders’Meeting, upon a proposal by the ManagementBoard, is entitled to deduct any sums it deems suitable Annual General Shareholders’ Meetings are called and convened in accordance with regulations in force. Annual General Shareholders’ Meetings take place in the registered offices or in any other place specified inthe notice of themeeting. The Ordinary General Shareholders’ Meeting called to approve the annual financial statements of the previous fiscal year convenes within fivemonths of the end of the fiscal year. Only the category“A” shareholders,the category“B” shareholdersand the owners of ordinary shares are entitled to take part in the Annual General Shareholders’Meetings. Their participationis subject to the registration of the shares in the name of the shareholder by the second business day preceding the Annual General Shareholders’ Meeting at twelve midnight, Paris time, in the registered share accounts maintainedby the company. The shareholder, if he cannot personally attend the Annual General Shareholders’Meeting, may select one of the following threeoptions: to grant aproxy to another shareholder or to hispouse;or ● 7.1.3

to be carried forward to the following year or to be allocated to one or more extraordinary, general, or special reserve funds. Any sums decided on by the Annual General Shareholders’ Meeting upon a proposal by the ManagementBoard may be allocated to these funds. In addition, the Annual General Shareholders’ Meeting may decide, upon a proposal by the ManagementBoard, to distribute a dividend from all or part of the sums availablefor distribution,under the terms and conditions setforth inthe company’s articles of association. The Ordinary General Shareholders’Meeting, upon a proposal by the Management Board, may opt to grant shareholders the option of receivingsome or all of their dividendin cash or in shares. This option may also be offered for interim dividends. to vote by absenteeballot; or ● to send a power of attorney to the companywithout designatinga ● representative. Annual General Shareholders’Meetings are chaired by the Chairman of the SupervisoryBoard or, in his absence, by the Vice-Chairman.In the absence of both, Annual General Shareholders’ Meetings are chaired by a member of the SupervisoryBoard speciallyappointedfor this purpose by the Supervisory Board. Failing this, the Annual GeneralShareholders’Meetingelects its ownChairman. The Annual GeneralShareholders’Meetingappointsits officers. The duties of scrutineer are performed by two consenting shareholders representing, themselves or as proxies, the greatest number of shares. The officers of the Annual General Shareholders’ Meeting appoint a Secretary who may be selected from outside the shareholders’ ranks. A register of attendance is kept in accordance with regulations in force.

Annual GeneralShareholders’ Meetings

590

Registration document 2017