BPCE_REGISTRATION_DOCUMENT_2017

FINANCIAL REPORT Statutory auditors’ report on the financial statements

III.

Verification of the Management Report and of the Other

Documents Provided to Shareholders

We have also performed, inaccordance with professional standardsapplicable inFrance,the specific verifications required by French law. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the managementreport of the ManagementBoard and in the other documentsprovided to the Shareholderswith respect to the financial position and the financial statements. Concerningthe informationgiven in accordancewith the requirementsof Article L. 225-37-3and L. 225-37-4of the French CommercialCode (code de commerce)relating to remunerationsand benefits received by the membersof the ManagementBoard and of the Supervisoryand any other commitmentsmade in their favour, we have verifiedits consistencywith the financialstatements,or with the underlyinginformationused to prepare these financial statements and, where applicable, with the informationobtained by your company from controlling and controlled companies. Based onthis work, weattest the accuracy and fair presentationof this information. In accordancewith French law, we have verified that the required informationconcerningthe purchaseof investmentsand controllinginterests and the identityof the shareholders and holders of the voting rights has been properly disclosed inthe managementreport. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS July 2, 2009 for PricewaterhouseCoopers Audit. As at December 31, 2017, Deloitte & Associés was in the third year of total uninterruptedengagement,PricewaterhouseCoopersAudit in the ninth. Mazars was appointedas statutory auditors in the first statutes dated December 19, 2006 of GCE Nao (whose corporatename became BPCE in July 2009), throughoutits inception. As at December 31, 2017, Mazars was in the eleventh year of total uninterruptedengagement,including 9 year since the company became a public-interestentity. Responsibilities of Management and Those Charged with Governance for the Financial Statements Managementis responsiblefor the preparationand fair presentationof the financialstatementsin accordancewith French accountingprinciples and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparingthe financialstatements,managementis responsiblefor assessingthe Company’sability to continueas a going concern,disclosing, as applicable,matters relatedto goingconcernand usingthe going concernbasis ofaccountingunless it is expected toliquidatethe Companyor to ceaseoperations. The Audit Committeeis responsiblefor monitoringthe financialreportingprocessand the effectivenessof internalcontroland risks management systems and where applicable, its internalaudit, regarding the accounting and financialreporting procedures. The financialstatements wereapproved by theManagement Board. Objectives and audit approach Our role is to issue a report on the financialstatements.Our objectiveis to obtain reasonableassuranceabout whetherthe financialstatements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordancewith professionalstandards will always detect a material misstatementwhen it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As specified in Article L. 823-10-1 of the French CommercialCode (code de commerce),our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairsof the Company. As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughoutthe audit and furthermore: identifies and assesses the risks of material misstatementof the financial statements, whether due to fraud or error, designs and performs ● audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriateto provide a basis for his opinion.The risk of not detectinga materialmisstatementresultingfrom fraud is higher than for one resultingfrom error, as fraudmay involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control; obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the ● circumstances, but not for the purposeof expressing an opinion on the effectiveness of the internal control; Statutory Auditors’ Responsibilities for the Audit of the Financial Statements Appointment of the Statutory Auditors We were appointedas statutoryauditors of BPCE by the annual general meeting of BPCE held on May

22, 2015 for Deloitte & Associés and on

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Registration document 2017