BPCE_REGISTRATION_DOCUMENT_2017

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

On October 1, 2004, CNCE and CDC IXIS Capital Markets entered into an agreementby which CNCE provides a joint and several guarantee on the debts of CDCIXIS Capital Markets to third parties. The guarantee was granted for an indefinite period. CNCE may unilaterally terminate this agreement provided that it announces its intention six months before the termination becomes effective. The agreement was granted prior approval by the Supervisory Board during its September30, 2004 meeting. Following the merger of Ixis Corporate & Investment Bank with

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 Crédit Foncier de France. The parties decided to enter into a new invoicing agreementfor that purpose, which outright replaced the agreement of August 5, 2011. The newagreementbecame effectivefrom 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 € 10,500,000.00 onBPCE’s2017 financial statements. Amendment to MiFID agreement 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 member of the Board of Directors of Natixis, Yvan de la Porte du Theil, a member of the Management Board of BPCE and amemberof the Board ofDirectors of Natixis, Stève Gentili, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis, Francis Henry, a member of the SupervisoryBoard of BPCE and a memberof the Board of Directorsof Natixis, Bernard Jeannin, a member of the SupervisoryBoard of BPCE and a member of the Board of Directors of Natixis, Didier Patault, a memberof the SupervisoryBoard of BPCE and a memberof the Board of Directors of Natixis and Jean-Marc Carcéles, a member of the Supervisory Board of CNCE and a member of the Board of Crédit Foncier de France. The CNCE lending activity managed in 2005 was sold to various Groupe Caisse d’Epargne subsidiaries.To this end, CNCE sold to IXIS Corporate & Investment Bank on November 18, 2005 its mid- and long-term French regional public sector financing activities, under a partial transfer of business assets. Following approval from the Supervisory Board on December 14, 2006, a memorandumof understandingbetween CNCE, IXIS CIB and Crédit Foncier de France regarding the transfer of outstanding regional public-sectorloans from IXIS CIB to Crédit Foncier de France was signed on February 19, 2007. On November 20, 2009, BPCE (takingover the rights of CNCE), Natixis (taking over the rights of IXIS CIB) and Crédit Foncier de France signed an amendment to the agreement specifying the obligations resulting from the MiFID directive for derivatives activities and concerning the categorization of Natixis’ counterparties and the notification of their category. This agreementhad noimpact onBPCE’s2017 financialstatements. Amendment to the “PLS Package – PLI Package” agreement with Crédit Foncier de France Directors concernedon the applicabledate: Alain Lemaire, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France, Guy Cotret, a member of the Management Board of CNCE and a member of the Board of Crédit Foncier de France and Jean-MarcCarcéles,a memberof the SupervisoryBoard of CNCE and amemberof the Board of Crédit Foncier de France. On December 14, 2005, CNCE and Crédit Foncier de France entered into a PLS Package (state-sponsored rental accommodation loans) and PLI Package (intermediaterental loans) partnershipagreementto implementa new regulatedloan distributionstrategy.After four years of trials, it became desirableto simplify the agreementin responseto the evolutionin the financialmarkets,given that it appearedpossible to simplify the basis of remuneration of the loan distribution

Natixis, this guarantee was renewed infavor of Natixis. The agreement resulted in the recognition of income of

€ 77,092.06

on BPCE’s2017 financial statements. The debts guaranteed amounted to

€ 1,363,369,000.00 as at

December31, 2017.

Two agreements entered into within the scope of the new guarantee granted by CNCE (representing the rights of CDC Ixis following the Refondation project of December 31, 2004) to Natixis Structured Products to create a special purpose vehicle (SPV) These agreementswere signed followingthe sale of LabouchèreBank to allow Natixis Capital Markets (formerly IXIS Corporate and InvestmentBank) to carry out transactionson the secondarymarket, and particularlyfor Japan, as part of a € 10 billion EMTN program.The creationof this SPV, which is located in Jersey, requiredthe following guarantee: an amendmentto the commitmentletter signed on May 28, 2003 ● by CNCE and Natixis Capital Markets to include the SPV within the scope of theletter; a joint and several guaranteebetweenCNCE and Natixis Structured ● Products enabling the guarantee provided by CNCE to be transferred toNatixisStructured Products. This agreementhad noimpact onBPCE’s2017 financialstatements. Invoicing agreement related to the affiliation of Crédit Foncier de France Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE and Chairman of the Board of Directors of Crédit Foncier de France, Nicolas Duhamel, a member of the Management Board of BPCE and permanent representative of BPCE, a member of the Board of Crédit Foncier de France, Olivier Klein, a member of the ManagementBoard of BPCE and a member of the Board of Crédit Foncier de France, Pierre Desvergnes,a memberof the SupervisoryBoard of BPCE and a member of the Board of Crédit Foncier de France and Francis Henry, a member of the Supervisory Board of BPCE and a member of the Board of Crédit Foncier de France. CNCE, central institution of the former Groupe Caisse d’Epargne, authorized the affiliation of Crédit Foncier de France with CNCE which, in the said capacity, was responsiblefor ensuring the smooth functioning of its subsidiary and received in consideration remunerationcalculatedin accordancewith the invoicing agreement executed onDecember 11, 2007. As BPCE replaced CNCE as central institution,effective from July 31, 2009, and decided to revise the amount of the contribution remuneratingthe services supplied by CNCE in connection with the affiliation of Crédit Foncier de France, a further agreement was executed on August 5, 2011 (effective retroactively from January 1, 2011) for an annual flat-rate amount of € 6,700,000 with an indexation clauseeffectivefrom 2012.

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Registration document 2017