BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

of Natixis and received in consideration remuneration calculated in accordance withthe invoicingagreementexecuted onMay 31, 2007. As BPCE replaced CNCE and BFBP as the central institution,effective from July 31, 2009, and decided to revise the amount of the contribution remunerating the services provided by BPCE in connection with the affiliation of Natixis, a further agreement was executed on December 21, 2010, triggering the termination of the invoicing agreement executed in 2007 (the latter was in force until March 31, 2010), effectivefromApril 1, 2010, providingfor an annual flat-rate amount of € 22,000,000with an indexation clause effective from 2011. When the 2012 budget was set, in order to take the overall context into account, a decision was made to revise the amount of the contribution based on the actual cost of the policy assignments carried out by BPCE onbehalf of Natixis. The parties decided to enter into a new invoicing agreementfor that purpose, which outright replaced the agreement of December 21, 2010. The new agreementbecameeffectivefrom January 1, 2012. At its meeting of February 22, 2012, the SupervisoryBoard approved the terms and conditionsof the new invoicingagreementwith Natixis and authorizedthe execution thereof. The agreement resulted in the recognition of income of € 40,000,000.00 onBPCE’s2017 financial statements. Purchase of Natixis securities and the issue and purchase of perpetual deeply subordinated notes Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE and Chairman of the Board of Directorsof Natixis, Stève Gentili, a memberof the SupervisoryBoard of BPCE and a Board Member of Natixis, Francis Henry, 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 aBoard Member of Natixis. The transaction is intended to allow BPCE to issue new Tier 1 instruments in exchange for the old Tier 1s issued by Natixis, NBP Capital Trust I and NBP Capital Trust III. Natixis’ Tier 1 investorswere therefore given the option of exchanging their securities for new Tier 1 securitiesissued by BPCE. The Natixis securities collected by BPCE in this exchange were then transferred to Natixis, which cancelled them, with all earnings from the transactiontransferredto Natixis. This transactionhelped Natixis maintain its Tier1 status. Under the terms of the contract: Natixis bought from BPCE all of the bonds and other securitiesthat ● Natixis, NBP Capital Trust I and NBP Capital Trust III had issued, which were contributedto the exchange offers made by BPCE; the securities tendered to the offers were acquired by BPCE in exchange for the delivery of new bonds it had issued; BPCE underwrote perpetual deeply subordinated notes that were ● issued by Natixis for a total nominal amount equal to the price at which thesecurities tendered to the offers were acquiredby BPCE. At the July 31, 2009 meeting, the Supervisory Board of BPCE authorizedthe signing of the Natixis securitiespurchasecontractand authorized BPCE to underwrite deeply subordinated notes issued by Natixis.

This transaction resulted in the recognition of an expense of € 95,563,553.10 onBPCE’s2017 financial statements. Protection mechanism in favor of Natixis concerning a portion of the workout portfolio assets Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Alain Lemaire, a member of the Management Board of BPCE and a Board Member of Natixis, Yvan de la Porte du Theil, 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, a Board Member of Natixis, Stève Gentili, a member of the SupervisoryBoard of BPCE and a Board Member of Natixis, Francis Henry, 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 Board Member of Natixis and Didier Patault, a member of the Supervisory Board of BPCE and aBoard Member of Natixis. BPCE and Natixis jointly agreed to establish a mechanismto protect Natixis against future losses and the volatility of income generated from its workout portfolio assets. On November 12, 2009, the BPCE Supervisory Board approved the following agreements concerning the guarantee on a portion of the workout portfolioassets: a financial guarantee (risk pooling) and its rider No. 1 granted by ● BPCE to Natixis; two total return swaps – one for assets denominatedin euros and ● one for assets denominated in US dollars – and the ISDA master agreement (and its appendix) governing the relationship between the parties to the swaps;and a call option granted byBPCE to Natixis. ● This transaction resulted in the recognition of income of € 31,831,262.25 onBPCE’s2017 financial statements. On May 11, 2011, the BPCE SupervisoryBoard approvedthe signature of a total return swap concerning Chapel’s equity, in parallel to the purchaseby Natixis of the assets of Chapel previouslyheld by Sahara (included inthe workoutportfolioassets). In order to re-establishthe equivalentof the guaranteeby Neptuneof which Natixis previously had the benefit via Sahara, it was thus proposed that in parallel to the purchase by Natixis of the assets of Chapel, BPCE should guarantee Chapel’s equity by means of a total return swap, in practice substantiallyequating with the sale of 85% of Chapel’sequity to BPCE at a price of € 81.10 per share, with Natixis bearing the fullcost of financingthe asset. This agreementhad noimpact onBPCE’s2017 financialstatements. Joint and several guarantee agreement between CNCE and Natixis Directors concerned on the applicable date: Charles Milhaud, Chairman of the Management Board of CNCE, Nicolas Mérindol, a member of the Management Board of CNCE, Anthony Orsatelli, a memberof the ManagementBoard of CNCE, Pierre Servant,a member of the ManagementBoard of CNCE and Francis Meyer, a member of the Supervisory Board of CNCE (representing CDC).

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Registration document 2017