BPCE_REGISTRATION_DOCUMENT_2017

FINANCIAL REPORT Statutory auditors’ report on the financial statements

Statutory auditors’ report on the financial 5.7 statements

This is a free transmation into English of the Statutory Auditors' report issued in French and is provided solely for the convenience of English speaking readers. This report includes informationspecificallyrequired by European regulationsor French law, such as information about the appointmentof StatutoryAuditors.This report should be read in conjunctionwith, and construedin accordancewith, French law and professional uditing standards applicablein France.

For the year endedDecember 31, 2017 To the Annual GeneralShareholders’Meeting, BPCE SA 50, avenue Pierre Mendès-France 75201 Paris cedex 13

I.

Opinion

In compliancewith the engagemententrustedto us by your annual generalmeeting,we have audited the accompanyingfinancialstatementsof BPCE SA for the year endedDecember31, 2017. In our opinion, the financial statementsgive a true and fair view of the assets and liabilitiesand of the financialposition of the Companyas at December31, 2017 and of the results of its operations for the year then ended in accordance withFrench accounting principles. The audit opinionexpressedabove is consistentwith our report to the Audit Committee.

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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 responsibilities under those standards are further described in the Statutory Auditors Responsibilities for the Audit of the Financial Statements section of our report. INDEPENDENCE We conductedour audit engagementin compliancewith independencerules applicableto us, for the period from January 1st, 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 French Code of ethics ( codede déontologie ) for statutoryauditors. 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 financial statements are as follows: Deloitte & Associés: the main missions carried out in the 2017 financial year, included the verificationof the requirementCSR Informationis ● included inthe managementreport for BPCESA; PricewaterhouseCoopers Audit: the missions carried out in the 2017financial yearconcern tax consultations. ● JUSTIFICATION OF ASSESSMENTS – KEY AUDIT MATTERS In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatementthat, in our professional judgment, were of most significance inour audit of thefinancialstatements of thecurrentperiod, as well as how we addressedthose risks. These matterswere addressedin the context of our audit of the financialstatementsas a whole, and in formingour opinion thereon,and we do not provide aseparate opinion onspecific items of the financial statements.

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Registration document 2017