BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

7.6.2

Agreements andcommitmentsalready approvedby the Annual

GeneralShareholders’ Meeting

AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS FISCAL YEARS In accordancewith Article R. 225-57 of the French CommercialCode, we were informed that the execution of the following agreements and commitments, already approved by the Annual General Shareholders’Meetingin previousyears, wascontinuedin 2017. Commitments maturing or likely to mature because of the termination or change of position of members of the Management Board Directors concerned on the applicable date (April 4, 2012): François Pérol, President of the Management Board of BPCE, Olivier Klein, Nicolas Duhamel, Philippe Queuille and Anne Mercier-Gallay, members of theManagement Boardof BPCE. Directors concerned on the applicable date (November 16, 2015): François Pérol, President of the Management Board of BPCE, Jean-Yves Forel, Daniel Karyotis, Catherine Halberstadt and Laurent Mignon, members of theManagement Boardof BPCE. Directors concernedon the applicabledate (April 22, 2016): François Pérol, President of the Management Board of BPCE, Marguerite Bérard-Andrieu, Catherine Halberstadt, Laurent Roubin and Laurent Mignon, members of theManagement Boardof BPCE. The commitmentswere made with a view to clarity and transparency, in accordance with Article L. 225-90-1 of the French Commercial Code, in order to provide the directors of BPCE with attractive and secure status. Involuntary-termination severance pay The Supervisory Board has decided that in the event their term of office is forcibly terminated (by a decision-makingbody) for reasons other than serious misconduct, change of position within Groupe BPCE or retirement,membersof the BPCE ManagementBoardmay be paid compensation equal to no less than 12 months of fixed and variable remuneration and no more than 24 months, provided they have at least 12years’ seniority with the Group. Persons receiving involuntary-terminationseverance pay lose any entitlement under the specific supplementary pension plans (defined-benefitplans, subject to employmentby the companyat the time of retirement,providedfor under Article L. 137-11 of the French Social SecurityCode) or to anyretirement bonus theymay claim. For persons re-assignedto another position with Groupe BPCE under an employment contract, the termination of said employment contract, with notificationgiven more than 12 months after they are forcibly removed from their corporate office, entitles them – barring gross negligenceor willful misconduct– to receive the severancepay provided for in the applicable collective bargaining agreement. Conversely, if the employment contract is terminated with notificationgiven less than 12 monthsafter they are forciblyremoved from corporate office, they are entitled – barring gross negligenceor willful misconduct – to receive involuntary-terminationseverance pay, minus any indemnity liable to be paid in respect of the terminationof the employmentcontract. Involuntary-termination severance pay is due only if the Group generated positive net income over the last financial year preceding the terminationof the corporate office.

The monthly benchmark pay used in the calculation is equal to one-twelfthof the sum of the fixed pay (excludingbenefits) granted for the last calendaryear of work and the average of the variable pay (whether paid immediately or deferred) for the last three calendar years of work. The calculation of benchmark pay is based on the amounts paid in respect of the relevant corporate office. The amount of the indemnityis equal to the monthly benchmarkpay x (12 months +1 month per year of seniority within the Group). Seniority is calculated in years and fractions of ayear. The amountof involuntary-termination severancepay is capped at 24 times the monthly benchmark pay, which correspondsto a period of 12 years’ seniority withthe Group. Where at least 50% of the maximumvariable componentis awarded on average during the last three years of the corporate office in progress (or during the term of office served, plus the previous term of office served if the term was renewed), the involuntary-termination severance pay will be paidin full. Where at least 33.33% of the maximum variable component is not awarded on average over this period, no involuntary-termination severance pay is granted. Between 33.33% and 50%, the amount of involuntary-termination severancepay is calculatedon a straight-line basis, at the discretion of the company’s governing body. Regardless,any compensationpaid for terminationof an employment contract is deducted from the amount of involuntary-termination severance pay. It was also decided thatthe membersof the BPCE ManagementBoard shall not be entitled to the automatic payment of an indemnity in case of non-renewalof their office; however, the SupervisoryBoard, acting on an opinion issued by the Appointmentsand Remuneration Committee,may decide to pay a director terminationindemnityafter taking into consideration the circumstances under which the office was not renewed and the former director’s past career within the Group. The non-renewalof office may not be followed by retirement or re-assignment toanother positionwith GroupeBPCE. This compensation may not exceed the amount of involuntary-termination severance pay. Retirement bonus Upon a decision made by the Supervisory Board, members of the ManagementBoard may benefit from a retirementbonus equal to no less than six months and no more than 12 months of salary, for 10 years of seniority, without any minimum attendance conditions within theGroup. Paymentof the retirementbonus is subject to the same conditionsas those applicable to involuntary-terminationseverance pay, i.e. , it is contingent on the Group achieving positive net income in the fiscal year immediately preceding the termination of the corporate office, and on the minimumaverage rate of the variable componentduring the lastthree years of the current term of corporate office. The retirement bonus may only be paid when the social security pension is drawn, provided that the beneficiary falls within the applicable scope at the time the pension is drawn.

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Registration document 2017