BPCE_REGISTRATION_DOCUMENT_2017

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

CE Participations and Pierre Valentin, a member of the Supervisory Board of BPCE, Chairman of the Steering and Supervisory Board of Caisse d’Epargne Languedoc-Roussillonand a Board Member of CE Participations. A protectionmechanismhas been set up safeguarding,at the Caisses d’Epargne level, economic exposure to certain proprietary workout Portfolio Management (listed and unlisted medium- and long-term and delegated managementportfolio) activities by CE Participations in the form of 314 separate swaps. This protection mechanism was set up through the following transactions: the purchase from CE Participations by BPCE and the Caisses ● d’Epargne, in proportion to their stake in CE Participations,of the entire share capital of GCE SRD 007 (now Triton) followedby a cash capital increase; the signing by CE Participationsand GCE SRD 007 of an FBF master ● agreement relating to futures transactions, a master confirmation agreement, a service agreement by GCE SRD 007 and BPCE, a financing agreement under which the Caisses d’Epargne, in their capacity as shareholders of GCE SRD 007, provide the latter with the cash necessary to meet its commitments under the swap contracts and the service agreement and an agreement relating to interimtransactionson proprietarytrading activitiescoveredby the protection mechanism since January 1, 2010. In addition,the Caissesd’Epargne,CE Participationsand BPCE entered into a guarantee agreement under which the Caisses d’Epargne, in their capacity as shareholders of GCE SRD 007, grant a non-joint guaranteeto CE Participationsand BPCE as surety and guaranteefor the obligations and commitments of GCE SRD 007 under the swap contractsand the sums due under the serviceagreement. At its meeting of June 3, 2010, the SupervisoryBoard authorizedthe signing of the guaranteeagreementbetween BPCE, CE Participations and the Caisses d’Epargne. This agreementhad noimpact onBPCE’s2017 financialstatements. Dated subordinated loan agreements between two Banque Populaire banks and BPCE Directors concerned on the applicable date: Jean Clochet, a director of Banque Fédéraledes BanquesPopulaires,Chairmanof the Board of Directorsof BanquePopulairedes Alpes and FrançoisXavier de Fornel, a director of Banque Fédérale des Banques Populaires, Managing Directorof Banque PopulaireProvençale et Corse. The agreementsenteredinto on June 24, 2009 betweenBPCE, Banque PopulaireProvençaleet Corse and BanquePopulairedes Alpes, as part of the reclassification of the equity of the Banques Régionales (formerlyHSBC) to certainBanquePopulairebanks have the following characteristics: with Banque Populaire Provençale et Corse, for a loan principal of ● € 100,000,000at the three-monthEURIBOR rate +1.55%: BPCE SA group recorded € 281,077.78in income in its 2017 accounts under this agreement;

with Banque Populaire des Alpes, for a loan principal of ● € 80,000,000 at the three-month EURIBOR rate +1.55%: BPCE SA group recorded € 479,706.66in income in its 2017 accounts under this agreement.

Agreements with subsidiaries

Amendment to the agreement governing BPCE’s 3(a) (2) US MTN program Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Daniel Karyotis, a member of the Management Board of BPCE and permanent representative of BPCE, a Board Member of Natixis, Alain Condaminas,a member of the Supervisory Board of BPCE and a Board Member of Natixis, Thierry Cahn, a member of the Supervisory Board of BPCE and a Board Member of Natixis, CatherineHalberstadt,a member of the SupervisoryBoard of BPCE and a BoardMemberof Natixis, Didier Patault,a memberof the SupervisoryBoard of BPCE and a Board Member of Natixis and Pierre Valentin, a member of the Supervisory Board of BPCE and a Board Member of Natixis. On April 9, 2013, BPCE established a medium-termnotes (“Notes”) program in the United States within the framework of a scheme defined in Section 3(a) (2) of the Securities Act of 1933 (the “3(a)(2) Program”). The maximum total nominal amount of the program is $10 billion. It was proposed tochange the limitsof the Agreement concerning the guarantee: notes issued under the 3(a)(2) Program cannot exceed a total ● nominal amountof $6 billion per year; of which a maximum of $3 billion may not be loaned by BPCE to ● Natixis (so where applicable, based on Natixis’ funding needs, the proceedsfrom the Notes issued can be loaned by BPCE to Natixis at shorter maturities than those of theNotes). On February 19, 2014, the SupervisoryBoard approved the signing of an amendment to the Agreement aimed at changing the sub-limits called for in Article 4 of the Agreement. Furthermore, the proceeds loaned to Natixis can be made available by BPCE for shorter maturities than those of the notes issued, depending on Natixis’ funding needs. This transaction resulted in the recognition of an expense of € 2,464,356.03 onBPCE’s2017 financial statements. Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Jean Criton, a member of the SupervisoryBoard of BPCE and a Board Member of Natixis, Stève Gentili, a member of the Supervisory Board of BPCE and a Board Member of Natixis, Bernard Jeannin, a member of the Supervisory Board of BPCE and a BoardMemberof Natixis,Didier Patault,a memberof the Supervisory Board of BPCE and a Board Member of Natixis, Olivier Klein, a member of the ManagementBoard of BPCE and a Board Member of Natixis, Philippe Queuille, a member of the Management Board of BPCE and a Board Member of Natixis, Nicolas Duhamel,a member of the Management Board of BPCE and permanent representative of BPCE, aBoard Memberof Natixis. CNCE, central institutionof the former Groupe Caisse d’Epargne,and BFBP, central institution of the former Groupe Banque Populaire, authorized the affiliation of Natixis with CNCE and BFBP, which, in that capacity, were responsible for ensuring the smooth functioning Invoicing agreement related to the affiliation of Natixis

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Registration document 2017