BPCE_REGISTRATION_DOCUMENT_2017

FINANCIAL REPORT IFRS Consolidated Financial Statements of Groupe BPCE as at December 31, 2017

€ 9,665 million in cooperative shares fully subscribed for by the ● cooperative shareholders of the Caisses d’Epargne (compared to € 9,575million at December31, 2016). At December 31, 2017, additional paid-in capital broke down as follows (amounts unchanged in relationto December31, 2016): € 949 millionlinked to cooperativeshares fully subscribedfor by the ● cooperative shareholdersof the Banque Populairebanks; € 2,885 million linked to cooperativeshares fully subscribed for by ● the cooperative shareholders of the Caisses d’Epargne.

ORDINARY SHARES AND EQUITY 5.21 INSTRUMENTS ISSUED

Cooperative shares 5.21.1 At December31, 2017,share capital broke downas follows: € 9,223 million in cooperative shares fully subscribed for by the ● cooperativeshareholdersof the Banque Populaire banks (compared to € 8,538million at December31, 2016);

Perpetual deeply subordinated notes classified as equity 5.21.2

Nominal in millions of euros (1)

Amount in original currency Redemption option date Interest step-up date

Issuing entity

12/31/2017

Issue date

Currency

Rate

12/31/2016

Min (10-year

CMAT 0.3%; 9%)

BPCE

July 30,2004

USD 200 million September 30,2017

None

142

Min (10-year CMS; 7%)

BPCE October 12,2004 BPCE January 27,2006 BPCE October 30,2007

EUR 80 million USD 300 million

July 12,2017 July 27,2017

None

80

None 6.75%

214 509

EUR 509 million October 30,2017 October 30,2017 6.12% EUR 374 million September 30,2019 September 30,2019 12.50% USD 444 million September 30,2019 September 30,2019 12.50%

BPCE BPCE

August 6,2009 August 6,2009

374 309

374 309

5

TOTAL

683

1,628

Nominalamounttranslatedinto eurosat the exchangerate in forceat the date of classificationas equity. (1)

Redemptionsduring the period ( € 945 million)led to the write-backof the capital gain recordedin equity in 2009 for the equivalentin euros of € 399 million. This write-back is recorded in retained earnings for - € 443 million for 2017 (including a translation adjustment of € 44 million).

Issues of perpetual deeply subordinatednotes prior to June 30, 2009 have thereafterbeen recognizedas equity instrumentsas a result of a remuneration payment clause that has since become discretionary. Previously,they were recognizedas subordinateddebt and similar. In accountingterms, the transformationof these debt instrumentsinto equity instruments is treated as debt extinguishment. Issues subsequent to June 30, 2009 have always been recognized in equity due to the discretionary nature of their remuneration.

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Registration document 2017