BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION Share capital

An equal split will also be maintained in the appointment of non-votingdirectors, with three appointedfrom candidatesproposed by category “A” shareholders and three appointed from candidates proposed by category “B” shareholders, plus Natixis, which is a non-voting director by operation of the law. The CombinedGeneral Meeting of July 11, 2013 reduced the number of non-voting directors proposed by category “A” and category “B” shareholdersto two, and decidedthat the Chairmanof the Fédération Nationale des Caisses d’Epargne and the Chairman of the Fédération Nationale des Banques Populaires, who cannot be members of the Supervisory Board,be non-votingdirectors asof right. The Annual GeneralShareholders’Meetingof December 20, 2012 also decided to introduce a 10-year period of non-transferabilityfrom July 31, 2009 to July 31, 2019. During this period only free conveyance within the same network ispossible. The new articles of association have already defined the system for the period commencing August 1, 2019: free conveyance of shares within the same network will remain possible and transfers other

than free conveyance ( i.e. to shareholdersof another category or to third parties) willalso become possible. Transfersof shares will be subject to a pre-emptiveright that may be exercised by shareholders of the same category. The transfer of any shares that are not covered by the pre-emptiveright will require the prior approval of the SupervisoryBoard deliberatingwith a qualified majority (12 out of 18 members). In the event approval is not obtained,the Management Board will have to finda solution. The Annual General Shareholders’ Meeting also decided to shift Groupe BPCE’s solidarity mechanism towards a greater pooling of resources by changing the order of priority in terms of coverage (network funds and the Mutual Guarantee Fund ahead of capacity-based contributions). Finally, the Annual General Shareholders’Meetingdecided to improve the Group’s solvency support mechanismby establishinga bonus and netting system that encouragesshareholderinstitutionsto contribute to the achievement of the Group target.

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Registration document 2017