BPCE_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Share capital

On December 22, 2016, CASDEN transferred 178,833 category “B” shares to Banque Populaire Aquitaine Centre Atlantique, 89,416 category “B” shares to Banque Populaire Bourgogne Franche-Comté and Banque Populaire du Sud and 44,708 category “B” shares to BRED, fora total of 402,373 category “B” BPCE shares. On May 1, 2017, Caisse d’EpargnePicardie absorbedCaisse d’Epargne Nord France Europe and adopted the new name Caisse d’Epargne Hauts de France. On July 28, 2017, CASDENtransferred110,000category“B” shares to Banque Populaire Auvergne Rhône Alpes and 89,416 category “B”

shares to Banque Populaire du Sud, for a total of 199,416 category “B” BPCE shares. On December 7, 2017, Banque PopulaireAtlantiqueabsorbedBanque Populaire de l’Ouest, Caisse Régionale de Crédit Maritime Mutuel Atlantique and Caisse Régionale de Crédit Maritime Mutuel Bretagne-Normandieand adopted the new name Banque Populaire Grand Ouest. In accordance with regulation (EC) No. 809/2004, it is noted that BPCE’s articles of association do not have any specific provisions governing changes in the capital that are more stringent than is required by law. INCORPORATION PERIOD When BPCE was first established,on July 31, 2009, two distinct share categorieswere created – one for former CNCE shareholdersand one for former BFBP shareholders – in order to guarantee parity for the shareholdersof the two companiesowning BPCE during the five-year incorporationperiod. The incorporationperiod could be extended by the Annual General Shareholders’ Meeting. After the incorporation period, category“A” and “B” shares would be automaticallyconverted into ordinary shares. Until the end of the incorporation period, in the event of a cash capital increase with pre-emptive subscription rights during which certain holders of category “A” or “B” shares did not exercise all of their subscription rights, the other holders of category “A” or “B” shares (as the case may be) would be entitled to exercise the non-exercisedsubscriptionrights, in excess of their own subscription rights, before other shareholders. In addition, category “A” and “B” shares could not be transferred during the incorporationperiod, except for transfers among category “A” shareholdersand among category“B” shareholders,subject to the pre-emptive rights held by other shareholders of the same category. During the incorporation period, seven members of the company’s Supervisory Board were appointed from among candidates proposed by category “A” shareholders, and seven members of the company’s Supervisory Board were appointed from among candidates proposed by category “B” shareholders.The SupervisoryBoard could deliberate validly only if at least two of the members proposed by category “A” shareholdersand at least two of the members proposed by category “B” shareholders werepresent. The company’sGeneral Shareholders’Meeting of December 20, 2012 decided to abolish the incorporationperiod, which was scheduled to end on the date of the Annual General Shareholders’ Meeting in May 2015. The Annual General Shareholders’ Meeting decided to preserve the equal ownershipstructureof BPCE’s share capital and to maintainthe SupervisoryBoard’s current compositionof seven members proposed by category “A” shareholders, seven members proposed by category “B” shareholders and four external members.

7.2.2

Category “A” and“B” shares

DEFINITION Category “A” shares are shares held by category “A” shareholders, which are the Caisses d’Epargne, and issued by the company in accordancewith Articles L. 228-11 et seq. of the French Commercial Code. Category “B” shares are shares held by category “B” shareholders, which are the Banque Populairebanks and minorityshareholders,and issued in accordancewith the articles of the French CommercialCode mentionedabove. FORM AND MEANS OF REGISTRATION IN A SECURITIES ACCOUNT The shares issued by the company may only be held in registered form. They are recorded in a register and shareholder accounts and are held by either the company or an approved intermediary. RIGHTS OF CATEGORY “A” AND “B” SHARES Category“A” and “B” shares have the same rights, with the exception of the special rights attributedduring the incorporationperiod, as set forth inthe company’s articles of association. These special rights are attached to each share category, and can be exercised at Ordinary General Shareholders’Meetings. The special rights expire at the end of the incorporation period. Consequently,at the end of that period, category “A” and “B” shares will be automatically converted into ordinary shares bearing equivalent rights. Each category “A” and “B” share entitles its holder to one vote at Annual GeneralShareholders’Meetings. The rights of category “A” and “B” shareholdersmay not be changed without the approval of a General Shareholders’ Meeting convened specifically forthis purpose,in accordance with the applicable laws.

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Registration document 2017