BPCE_REGISTRATION_DOCUMENT_2017

1 PRESENTATION OF GROUPE BPCE Organization of Groupe BPCE

Organization of Groupe BPCE 1.3

1.3.1

Banque Populaire banks and Caissesd’Epargne

CAISSES D’EPARGNE The Caisses d’Epargne are wholly-owned by the local savings companies (LSCs). The LSCs are cooperative companies with open-ended capital stock, which is wholly-ownedby cooperativeshareholders.Any individualor legal entity that is a customer of a Caisse d’Epargne may acquire cooperative shares in an LSC, thereby becoming a cooperative shareholder.Caisses d’Epargneemployeesare also entitled to become cooperative shareholders. Lastly, local and regional authorities, and French inter-municipal cooperation institutions ( Établissements publics de coopération intercommunale ) within the local savings company’s territorial constituency are also entitled to become cooperative shareholders, but their shareholdings, taken together, may not exceed20%of the capital of agiven local savingscompany. The localsavingscompaniesare taskedwithcoordinating the cooperative shareholderbase,withinthe frameworkof the generalobjectivesdefined by the individualCaisse d’Epargnewith which they are affiliated.Local savingscompanieshold AnnualGeneralShareholders’Meetingsat least oncea year in orderto approvethe annualfinancialstatements,and are governed by a Board of Directors elected by the Annual General Shareholders’Meeting from among the cooperativeshareholders.The Board of Directors appoints a Chairman, who is responsible for representing the local savings company at the Annual General Shareholders’Meetingof the Caissed’Epargnewithwhichit is affiliated. Localsavingscompaniesarenotauthorized to carryoutbankingbusiness. The purposeof the companyis: to be the central institution for the Banque Populaire network, ● the Caisse d’Epargne network and the affiliated entities , as provided for by the French Monetary and Financial Code. Pursuant to Articles L. 511-31 et seq. and Article L. 512-107 of the French Monetary and Financial Code, it is responsible for: defining the Group’s policy and strategic guidelines as well as - those of each of its constituent networks, coordinatingthe sales policies of each of its networksand taking - all measures necessary for the Group’s development, including acquiring or holding strategic equity interests, representing the Group and each of its networks to assert its - shared rights and interests, including before the banking sector institutions,as well as negotiatingand enteringinto nationaland international agreements, representingthe Group and each of its networks as an employer - to assert its shared rights and interests, as well as negotiating and entering intocollective industry-wide agreements, taking all measures necessary to guarantee the liquidity of the - Group and each of its networks, and as such to determine rules for managing the Group’s liquidity, including by defining the principles and terms and conditions of investment and managementof the cash flows of its constituententities and the conditionsunder which these entities may carry out transactions with other credit institutionsor investmentcompanies,carry out

The Group has a distinctly cooperative character, with cooperative shareholders owning the Banque Populaire banks and the Caisses d’Epargne,the two networksthat form the foundationof the Group’s retail bankingoperations. The Banque Populaire banks and the Caisses d’Epargne are credit institutions.Their governancecomprises a Board of Directors for the Banque Populaire banks, and a Steering and SupervisoryBoard and a Management Board for the Caisses d’Epargne. BANQUE POPULAIRE BANKS The Banque Populaire banks are wholly-ownedby their cooperative shareholders. Cooperativeshareholdersare individuals (including Banque Populaire bank employees) and legal entities. Cooperative shareholder customersplay an active part in the life, ambitions and development of their bank. The cooperative shareholder base is coordinated at two levels: locally through the initiatives of each Banque Populaire bank as well as nationallythrough those of the FédérationNationale des Banques Populaires. The Annual General Shareholders’ Meeting provides an opportunityfor cooperativeshareholdersto contributeto the operation of their Banque Populaire bank. BPCE, foundedby a law dated June 18, 2009, is the centralinstitution of Groupe BPCE, a cooperative banking group. As such, it represents the credit institutionsthat areaffiliatedwith it. The affiliated institutions,within the meaning of Article L. 511-31 of the FrenchMonetaryand Financial Code, are: the 14 Banque Populaire banks and their 44 Mutual Guarantee ● Companies, whose sole corporate purpose is to guarantee loans issued by the Banque Populaire banks; the 16 Caisses d’Epargne, whose share capital is held by 228 local ● savingscompanies (LSCs); Natixis; two Caisses Régionalesde Crédit MaritimeMutuel; Banque ● BCP SAS (France);Banque de Tahiti; Banque de Nouvelle-Calédonie; BanquePalatine;CréditFoncierde France;Compagniede Financement Foncier;Locindus;Cicobail;Société Centralepour le Financementde l’Immobilier (SOCFIM); BPCE International; Batimap; Batiroc Bretagne-Paysde Loire; CapitoleFinance-Tofinso;ComptoirFinancier de Garantie;Océor Lease Nouméa;Océor Lease Réunion;Océor Lease Tahiti;Sud-OuestBail. ACTIVITIES The company’s role is to guide and promote the business and expansion of the cooperativebanking group comprising the Caisse d’Epargne network, the Banque Populaire network, the affiliated entities and, moregenerally,the otherentities under itscontrol. 1.3.2

BPCE: the central institution of Groupe BPCE

7

Registration document 2017