BPCE_REGISTRATION_DOCUMENT_2017

5 FINANCIAL REPORT

Statutory auditors’ report on the consolidated financial statements

Statutory auditors’ report on the 5.2 consolidated financial statements

Thisis a freetranslation intoEnglishof theStatutoryAuditors' reportissuedin Frenchandis providedsolelyfortheconvenience of englishspeaking readers. Thisreportincludes information specifically requiredbyEuropean regulations orFrenchlaw,suchasinformation abouttheappointment ofStatutoryAuditors. This report should be read in conjunction with,and construed in accordance with, French law and professional auditing standards applicable in France.

For the year endedDecember 31, 2017 To the Annual General Shareholders’ Meeting, Groupe BPCE 50, avenuePierre Mendès-France 75201 Paris cedex13

I.

Opinion

In compliancewith the engagemententrustedto us by your Annual GeneralMeeting,we have audited the accompanyingconsolidatedfinancial statements of Groupe BPCE for the year ended December31, 2017. In our opinion, the consolidatedfinancial statementsgive a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2017 and of the results of its operationsfor the year then ended in accordancewith InternationalFinancialReporting Standardsas adopted by theEuropeanUnion. The audit opinionexpressedabove is consistentwith our report to the Audit Committee.

II.

Basis for Opinion

AUDIT FRAMEWORK We conductedour audit in accordancewith professionalstandardsapplicablein France. We believe that the audit evidencewe have obtainedis sufficient and appropriate to provide abasis for our opinion. Our responsibilitiesunder those standards are further described in the “Statutory Auditors’ Responsibilitiesfor the Audit of the Consolidated Financial Statements” section of our report. INDEPENDENCE We conductedour audit engagementin compliancewith independencerules applicableto us, for the period from January 1, 2017 to the date of our report and specificallywe did not provide any prohibitednon-auditservices referred to in Article 5(1) of Regulation(EU) No. 537/2014or in the FrenchCode of ethics (Codede déontologie) for statutory auditors. Furthermore,the non-audit services that we provided to your Company and its controlled undertakingsduring the financial year that are not disclosed inthe managementreport or in the notesto the consolidatedfinancialstatements are as follows: - Deloitte& Associés:the mainmissionscarriedout in the 2017 financialyear, includedthe verificationof the requirementCSR Information is includedin the managementreport for BPCE SA, Natixis and Crédit Foncier entities, and some shareholdercompagnies(Caisse d’Epargne and Banque Populaire).Moreover,in the Natixis scope, the main missionsmainly relate to regulatoryreportingcompliancereviews or those requested by the regulators and comfortletters as part of issuance program and attestations; - Mazars: the mainmissions carriedout in the 2017financial year concernCSR missions; - PricewaterhouseCoopersAudit: the missionscarried out in the 2017 financialyear concerncomfortletters, complianceprocedurereviews, tax consultations and CSR missions. JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS In accordancewith the requirementsof Articles L. 823-9 and R. 823-7 of the French CommercialCode (code de commerce)relating to the justificationof our assessments,we informyou of the key auditmattersrelatingto risks of materialmisstatementthat,in our professionaljudgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how weaddressedthose risks. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and wedo not provide aseparate opinion onspecific items of the consolidated financial statements.

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Registration document 2017