BPCE_REGISTRATION_DOCUMENT_2017

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

Payment of the retirement bonus is at the discretion of the Supervisory Board after consultation of the Appointments and Remuneration Committee. If involuntary-termination severance pay or compensation for non-renewal of corporate office is received, the company director loses any right to a defined-benefitpensionplan that he or she might claim and may not benefit from any retirement bonus. 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 amountof the bonus is then equal to the monthlybenchmarkpay x (6 + 0.6A), where A is the number,whichmay be a fraction,of years served in a corporate office within the relevant scope. The amount is capped at 12 times the monthly benchmark pay correspondingto a total term of officeof 10 years. Regardless,any compensationpaid for terminationof an employment contract isdeductedfrom the retirement bonus. The retirement bonus is excluded from the calculation base of the annuities due in respect of the defined-benefit pension plans of which thecompanydirector isa beneficiary. This commitment resulted in the recognition of an expense of € 3,035,790.00 onBPCE’s2017 financial statements. Supplementary pension plans The Supervisory Board has decided that the same defined-contributionpension plan that applies to all BPCE employees (CGP) and the supplementarydefined-contributionpension plan for companydirectors(IPRICAS)shall also apply to membersof the BPCE Management Board under the same conditions as for employees of the Group, funded bya 3.5% contributionpaid by the company. As regards fiscal year 2017, the amount of the CGP and IPRICAS contributionspaid by BPCE in favor of members of the Management Board were asfollows: François Pérol from January 1 to December31, 2017: € 98,607.46 ● Catherine Halberstadt from January 1 to December 31, 2017: ● € 47,996.58 MargueriteBérard-Andrieufrom January 1 to December 31, 2017: ● € 47,966.06 Laurent Roubin from January 1 to December31, 2017: € 43,815.89 ● Laurent Mignon is not abeneficiary of the plan. Defined-benefit pension plans The SupervisoryBoard noted that MargueriteBérard-Andrieudoes not participate in any pension plans meeting the criteria of the plans referenced inArticle L. 137-11 of theFrench SocialSecurity Code. It has given the authorization to maintain in favor of Catherine Halberstadt and Laurent Roubin the benefit of the pension plan for company directors of Groupe BPCE defined by the Rules of the pension plan for company directors of Groupe BPCE on July 1, 2014 and has decided to subordinatethe benefit for Laurent Roubin of the conditional rights provided for by that plan to the attainment by Groupe BPCE of positive net income for the applicable period.

The Supervisory Board was informed of the due compliance of the abovementionedprovisionwith paragraph 8 of Article L. 225-90-1of the French Commercial Code which provides that conditional rights may not increase, year on year, by an amount in excess of 3% of the annual benchmarkpay for the calculationof plan benefits, since the pension plan for companydirectorsof Groupe BPCE of which Laurent Roubin has the benefit enables the acquisitionof a pension equal to 15% of the benchmark pay, assuming membershipof the plan for a minimum of 7years. No employment contract or suspended employment contract – Unemployment insurance The Supervisory Board decided that members of the BPCE Management Board may be affiliated with a private unemployment insurance plan (GSC) with partial coverage of their contributionsby the enterprise. Rules governing the maintenance of rights to receive pay for a period of 12 months in case of temporary work disability The Supervisory Board decided that members of the BPCE ManagementBoard shall benefitfrom the maintenanceof their rights to receive pay for a period of 12 months in case of temporary work disability. Social protection schemes applicable to all employees The Supervisory Board has decided that members of the BPCE ManagementBoard may, under the same conditionsas employeesof the Group, benefit from the implementationof the social protection plans applied within BPCE in favor of all employees,namely the IPBP supplementaryprotection plan (up to tranche C), the BPCE Mutuelle medical expense reimbursementplan and the death protection plan covering tranche D (above € 313,824.00 in 2017) of the employee’s remunerationas a complementto the applicablesupplementaryplan (this plan, insured with CNP, is funded by a 1.30% contribution of which 0.39% is borne by the employee or member of the Management Board). Pension plan through a group insurance policy under Article 82 of the French General Tax Code The supplemental executive pension plans in which the Group’s executive directors participatedwere harmonized and closed to new companydirectors effectiveJuly 1, 2014. To enable company directors who did not participate in a Group supplementalexecutive pension plan to participate in an alternative plan, a proposal was made to increase the company director’s fixed pay by 20%, and consequently the basis for variable pay, as the company director agreed to pay this increase in the fixed component into an “Article 82” pension plan (group insurance policy, with no initial tax or employeebenefits,paid out on retirementas a lump sum or annuity,taxed as life insurance,but with no possibilityof surrender before retirement). At its meeting of February 9, 2017, the SupervisoryBoard authorized BPCE to purchase this pension plan through a group insurancepolicy under Article 82 of the French General Tax Code, in which company directors of Groupe BPCE who do not benefit from the “Pension plan for company directors of Groupe BPCE” or the “Natixis pension guarantee” pension plan may participate, as this policy is funded solely through voluntary payments by the company directors who have decided to participate therein. This agreementhad noimpact onBPCE’s2017 financialstatements.

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Registration document 2017