BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

approves the appointment of executive management at the ● company’s maindirect and indirectsubsidiaries; appoints the person or persons tasked with provisional ● managementor control functionsfor an affiliatedinstitutionin the event the SupervisoryBoard decides to dismiss any persons referred to in Article L. 512-108of the FrenchMonetaryand Financial Code; decides, in an emergency, to suspend one or more executive ● managersof an affiliatedinstitution as aprotectivemeasure; uses the Group’s internal solidaritymechanisms,notably by calling ● on the guarantee and solidarity funds of the Networks and the Group; approves the Articles of Association of affiliated institutions and ● local savingscompaniesand any changes thereto; determines the rules governing the pay granted to executive ● managers of affiliated institutions, including any contingent pay and benefits granted to such individualson or after terminationof employment; issues general internal directives to affiliated institutions,covering ● the objectives defined in Article L. 511-31 of the French Monetary and Financial Code. The ManagementBoard is required to comply with the limitationsof powers defined in Articles 27.1, 27.2, 27.3 and 27.4 of BPCE’s The provisions governing the participation of shareholders at the Annual General Shareholders’ Meeting (Article 30 of BPCE’s Articlesof Association) are as follows: Annual GeneralShareholders’Meetingsare called and convenedin 1° accordance withregulations inforce. Annual General Shareholders’ Meetings take place at the registeredoffice or at any other locationspecifiedin the notice of the meeting. The Ordinary General Shareholders’Meeting called to approve the annual financial statements of the previous fiscal year convenes within five months of theend of the fiscal year. Only Category “A” shareholders, Category “B” shareholders and 2° owners of ordinary shares are entitled to take part in the Annual GeneralShareholders’Meetings. Their participation is subject to the registration of the shares in the shareholder’s name by midnight, Paris time, of the third businessday precedingthe Annual General Shareholders’Meeting, in the registeredshare accountsmaintained by thecompany. Shareholders unable to personally attend the Annual General 3° Shareholders’ Meeting may select one of the following three options: to grant a proxy to another shareholderor, if the shareholderis a - natural person, to the shareholder’s spouse; or to vote by absenteeballot; or - to send a power of attorney to the companywithout designating - a representative. Annual General Shareholders’ Meetings are chaired by the 4° Chairman of the Supervisory Board or, in his absence, by the Vice-Chairman. In the absence of both, Annual General Shareholders’ Meetings are chaired by a member of the 2.4.5

Articles of Association, which set out the duties of the Supervisory Board. The President of the ManagementBoard represents the company in its dealings withthird parties. On the recommendationof the President of the ManagementBoard, the SupervisoryBoardmay grant the same power of representationto one or more ManagementBoard members, who shall then bear the title of Chief Executive Officer. The President of the Management Board and the Chief Executive Officer or officers, if any, are authorized to appoint a special representative to deputize them in respect of part of their powers. With the authorization of the Supervisory Board, the members of the ManagementBoardmay, on the recommendationof the President of the ManagementBoard, divide managementtasks between them. However,in no event should this division have the effect of removing the Management Board’s capacityas a collegialmanagementbody. Once every three months, the ManagementBoard presents a written report to the Supervisory Board on the company’s performance. Within three months of the end of each accounting period, the Management Board completes the parent company financial statements and presents them to the Supervisory Board for verification and control. The Board also submits the consolidated financial statements within this same period. Supervisory Board specially appointed for this purpose by the Supervisory Board. Failing this, the Annual General Shareholders’ 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 numberof shares. The officersof the AnnualGeneralShareholders’ Meeting appoint a Secretary who may be selected from outside the shareholders’ranks. A register of attendanceis kept in accordancewith regulationsin force. The Ordinary General Shareholders’ Meeting convened on first 5° notice may validly transact business if the shareholderspresent or represented own at least one-fifth of the voting shares. The Ordinary General Shareholders’ Meeting convened on second notice may validly transact business regardless of the number of shareholders present or represented. Resolutions of the Ordinary General Shareholders’ Meeting are carried by majority vote of the shareholders present or represented, including the shareholders who have voted by absenteeballot. The Ordinary General Shareholders’Meeting called to approve the financial statements for the past fiscal year is consulted on the componentsof pay due or granted for the fiscal year ended to the President of the ManagementBoard and to each member of the Management Board.

Annual GeneralShareholders’ Meetings

It is consulted on the overall budget for pay of any kind paid during the fiscal year ended to the company’sexecutivemanagers and to categories of staff referred to in Article L. 511-71 of the FrenchMonetaryand FinancialCode, whose professionalactivities have amaterialimpact on the companyor Group risk profile.

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Registration document 2017