BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION Share capital

Share capital 7.2

7.2.1

Share capital at December 31, 2017

The share capital amountsto one hundredand fifty-fivemillion seven hundred and forty-two thousand three hundred and twenty euros ( € 155,742,320).It is dividedinto 31,148,464fully paid-upshareswith a nominalvalue of fiveeuros( € 5) each, dividedinto two categories: 15,574,232 category“A” shares; ● 15,574,232 category“B” shares. ● Regulation (EC) No. 809/2004 requires the following disclosures for each share category: The 15,574,232 category “A” shares are authorized and fully paid, they were issued at a nominal value of € 5 each, and there was no reconciliation of the number of category “A” shares outstanding at the beginning and end of the year. The 15,574,232 category “B” shares are authorized and fully paid, they were issued at a nominal value of € 5 each, and there was no reconciliation of the number of category “B” shares outstanding at the beginning and end of the year. There are no shares not representing capital, no shares held as treasury shares by BPCE and no convertible securities, exchangeable securities or securities with warrants. Shares in BPCE are neither listed nor traded on any market. The companydid not pledgeits own shares overthe course of 2017. In the absence of a BPCE stock option plan within the meaning of Article R. 225-138of the FrenchCommercialCode and in the absence of any share buyback transactions referenced in Articles R. 228-90 and R. 228-91of the French CommercialCode, the disclosuresarising thereunder arenot applicable toBPCE. Similarly,as no stock options or bonus shares have been granted, the provisions of Articles L. 225-185 and L. 225-197-1 of the French Commercial Codedo not apply to BPCE. It shouldbe notedthat,in the wakeof the decisiontakenby the Annual General Shareholders’ Meeting on December 16, 2010, BPCE held 3,860,000category“C” treasurysharesboughtbackfroms ociétéde prise de participationde l’État (SPPE)until January 5, 2011, at whichtime it cancelledsaidsharesandreducedits sharecapitalto € 505,831,755. At its meeting of March 14, 2011, the ManagementBoard recorded the buyback of the last shares held by SPPE, i.e. 2,573,653 category “C” shares for a total of € 1,220,208,723.54.These shares were held as treasury shares by BPCE until April 18, 2011, at which time it cancelled said shares and reduced its share capital to € 467,226,960. During this same period, BPCE also redeemedthe deeply subordinated notes held by SPPEfor a total of € 1,072,070,137. Subsequent to these transactions, BPCE’s category “C” shares have lapsed, and the company’s share capital continues to be equally

divided between the Caisses d’Epargne (category “A” shares) and the Banque Populairebanks (category“B” shares). On September 28, 2012, Banque Populaire Lorraine Champagne bought back9,431 category“B” BPCE shares heldby Segimlor. One of the stepsin the simplificationof the Group’sstructureconsisted in 2013 of an increasein BPCE’s stake in the Banque Populairebanks and in the Caisses d’Epargne for an amount of € 2 billion via a reduction in BPCE’s capital and the exceptional payment of a cash dividenddeductedfrom“Additional paid-in capital.” The increase in this stake had to be approvedby a decision of BPCE’s ExtraordinaryGeneral Shareholders’Meeting, which met on July 11, 2013. The implementationof this decisionwas subject to a condition precedent, namely the permanent buyback of all cooperative investment certificates (CICs) followed by their cancellationand the correspondingreduction of the share capital of each of the Banque Populairebanks and Caisses d’Epargne. At its meeting of August 6, 2013, BPCE’s Management Board duly noted that the conditions precedent had been met and decided to carry out a capital reduction of € 311,484,640 by decreasing the nominalvalue of the company’sshares from € 15 to € 5, and by paying a dividend of € 311,484,640consisting of the amount of the capital reduction, i.e. € 10 per share held. The Management Board therefore duly noted the permanent reduction of the company’s capital by a nominal amount of € 311,484,640,bringing it down from € 467,226,960to € 155,742,320, and also decided to pay an exceptionalcash dividendto shareholders, in proportion to their equity investment in the company, totaling € 1,688,515,360 deducted from “Additional paid-in capital.” On November 28, 2013, BRED Banque Populaire bought back 15,812 category“B” BPCE shares heldby Cofibred. On November 27, 2014, Banque Populaire Lorraine Champagne absorbed Banque Populaire d’Alsace and adopted the new name Banque PopulaireAlsace Lorraine Champagne. On November 20, 2015, Banque PopulaireRives de Paris bought back 23 category“B” BPCE shares held by the Doitteauestate. On December 3, 2015, Banque PopulaireRives de Paris bought back 8 category“B” BPCE shares heldby Claude Raffetin. On March 18, 2016, Banque Populaire Alsace Lorraine Champagne bought back7 category“B” BPCE shares heldby Robert Arnaud. On November 22, 2016, Banque Populaire Provençale et Corse absorbed Banque Populaire Côte d’Azur and adopted the new name Banque PopulaireMéditerranée. On December 7, 2016, Banque Populaire des Alpes absorbed Banque Populaire Loire et Lyonnais and Banque Populaire du Massif Central and adopted the name Banque Populaire Auvergne Rhône Alpes.

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Registration document 2017