BPCE_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments

7.6.1

Agreements andcommitmentsto be submitted for the approval of

the AnnualGeneral Shareholders’Meeting

AGREEMENTS AND COMMITMENTS AUTHORIZED AND ENTERED INTO DURING THE YEAR In accordancewith Article L. 225-88 of the French CommercialCode, we were informed of the following agreements and commitments approved by the Supervisory Board. Commitments maturing or likely to mature because of the termination or change of position of members of the Management Board Directorconcerned onthe applicable date: François Riahi At its meeting onDecember 21, 2017,the Supervisory Board: accepted the resignation,effective January 1, 2018, of Marguerite ● Bérard-Andrieuas a member of the ManagementBoard in charge of Group Finance, Strategy, Legal Affairs and Secretary’s Office of the Governing Bodies; appointed François Riahi, on the recommendationof the President ● of the ManagementBoard, as a member of the ManagementBoard and CEO in charge of Group Finance, Strategy, Legal Affairs and Secretary’s Office of the Governing Bodies, effective January 1, 2018 and for the remainderof MargueriteBérard-Andrieu’sterm of office, expiring at the adjournment of the Annual General Shareholders’ Meeting convened to approve the financial statements for the year ending December 31, 2019. The SupervisoryBoard decided that François Riahi would receive the same benefits as the other members of the Management Board, namely: involuntary-termination severancepay: the monthlybenchmarkpay ● used in the calculationcorrespondsto the fixed pay grantedfor the last calendar year of work and to the average of the variable pay for the last threecalendar years of work; retirement bonus: the monthly benchmark pay used in the ● calculation corresponds to the fixed pay granted for the last calendaryear of work and to the averageof the variablepay for the last threecalendar years of work; supplementary pension plans; ● no employment contract or suspended employment contract – ● Insurancefor loss of corporate office; rules governing the maintenance of rights to receive pay for a ●

AGREEMENTS AUTHORIZED AND ENTERED INTO SINCE THE FISCAL YEAR-END We have been informed of the following agreements and commitmentsauthorized by the Supervisory Board since the end of the fiscal year. Employment contracts entered into between BPCE and three members of the Management Board Directors concerned on the applicable date: Catherine Halberstadt, François Riahi and Laurent Roubin, members of the Management Board of BPCE It was determined that it would be in BPCE’s best interest to enter into employmentcontracts with three members of the Management Board in the context of the rollout of Groupe BPCE’s TEC 2020 strategic plan, which requires the developmentof the technical skills needed to implement projects in a more complex, more digital environment, with a strengthened regulatory framework, and given the financial conditions attached to these contracts. At its meeting of February 13, 2018, the Supervisory Board, having examined the main provisions of the employment contracts (pay, eligibility for mechanisms provided for in the collective bargaining agreement, continued payment of compensation for a period of 12 months in the event of medical leave, continuationof Groupe BPCE seniority, entry into force of contracts after approval by the Annual General Shareholders’Meeting of the new pay policy), approved and authorized BPCE’s entry into three employment contracts with Catherine Halberstadt, François Riahi and Laurent Roubin, respectively. The SupervisoryBoard also noted that, in accordancewith the rules of the group health, benefits and pension plans (Articles 83 and 39 of the French General Tax Code), the pay used to calculate these group benefits is that which is subject to social security charges ( i.e. , received under the employmentcontract and for holding a corporate office). Lastly, the deferred commitments, as described in the BPCE 2017 related-partyagreementsletter, will be amended to comply with this change in the pay structure at the next meeting of the Supervisory Board, in accordance with Article L. 225-90-1 of the French Commercial Code.

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period of 12months incase of temporarywork disability; social protectionschemes applicable to all employees. ●

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Registration document 2017