BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Role and operating rules of governing bodies

The Ordinary General Shareholders’ Meeting may, in accordance with Article L. 511-78of the FrenchMonetaryand FinancialCode, reoslve to raise the variable pay to an amount greater than the fixed pay amount, within the limit of double the fixed pay amount, for the company’s executive managers, as well as for categories of staff referred to in Article L. 511-71 of said Code whose professional activities have a material impact on the company or Group risk profile. This resolution is carried by a two-thirds majority of the votes of the shareholders present or represented,including the shareholdershaving voted by absentee ballot. If at least half the shareholders are not present or represented,the resolution is carried by a three-quartersmajority vote. The ExtraordinaryShareholders’Meeting convened on first notice 6° may validly transact business only if the shareholders present or represented ownat least one-fourthof the voting shares.

The Extraordinary Shareholders’ Meeting, convened on second notice, may validly transact business only if the shareholders present or represented own at least one-fifth of the voting shares. Resolutionsof the ExtraordinaryShareholders’Meetingare carried by a two-thirdsmajority of the votes of the shareholderspresent or represented, including the shareholders who have voted by absenteeballot. Copies or extracts of the minutes of the Annual General 7° Shareholders’Meeting are validly certified by the Chairmanof the Supervisory Board, by the Vice-Chairman, a member of the Management Board, or by the Secretary of the Annual General Shareholders’Meeting. Ordinary and Extraordinary Shareholders’Meetings exercise their 8° respective powers inaccordancewith regulations inforce.

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Registration document 2017