BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

networksand recognizethe additionalfundingin the balancesheet of Crédit Foncier de France. The agreementwas thus amendedas followswith effect from July 31, 2009: the scope of the loans in question was extended to PLSs, PLIs, PSLAs (social lease ownership loans) and open-ended loans for new flows and similartransactions, as were the fee calculation rules. Thisagreementhadno impacton BPCE’s2017financialstatements. 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 June 19, 2008, CNCE, Crédit Foncier de France and Compagniede Financement Foncier signed a financial intermediary agreement for local authorities and institutions which took effect on January 1, 2007. The main aim of this agreementwas to define the terms of fees and commissions paid to the Caisses d’Epargne in their role as financial intermediaries for Groupe Crédit Foncier which holds the loans granted to local authority and institutional clients on its balance sheet. Given the banking and financial context of the prevailing absence, with effect from September 2008, of market references for medium- and long-termbond issues, the parties met to assess the implications for fees and commissions. In order to restore an economic balance between the parties and in their mutual interest, it was agreed that an exceptionalwaiver would be granted uniquely for the primary fees and commissions for financial intermediaries on the new flows due for2008. An amendment wassigned infiscal year2011. This agreementhad no impact onBPCE’s2017 financial statements. Framework and specific agreements covering the new partnership arrangements between the CNP and BPCE groups At its meeting of August 6, 2013, the Supervisory Board authorized François Pérol to constitute an Insurance division at the level of Natixis and engage in negotiationswith CNP Assuranceswith a view to allocating the responsibility for the Group’s future life insurance business to Natixis Assurances. The negotiations with CNP undertaken between October 2013 and July 2014 resulted in the definition of the fundamental principles applicable to the future partnership between BPCE, Natixis and CNP which were duly approvedby the SupervisoryBoard at its meeting of July 31, 2014. The discussions with CNP continued and resulted, first, in an agreement of principle between CNP Assurances, BPCE and Natixis authorized by the SupervisoryBoard on November 4, 2014 and then in a Final Framework Agreement complemented by specific applicationcontracts (the “New PartnershipAgreements”)authorized by the SupervisoryBoard on February 18, 2015 and approved by the Annual GeneralShareholders’Meetingheld onMay 22, 2015. The new partnership agreements with CNP Assurances represent a major strategic development for BPCE that is perfectly integrated Financial intermediary agreement for Local Authorities and Institutions

within the Group’s overall bancassurance businessmodel while at the same time preservingthe interestsof customers,the level of fees and commissions, and service quality during the transitional period. Final Framework Agreement and its addendum Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE, a Board Member of CNP Assurances and Chairman of the Board of Directors of Natixis, Jean-Yves Forel, a member of the ManagementBoard of BPCE and a Board Member of CNP Assurances,Laurent Mignon, a member of the ManagementBoard of BPCE and ManagingDirector of Natixis, Pierre Valentin,a BoardMemberof Natixis and a memberof the Supervisory Board of BPCE, Didier Patault, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the SupervisoryBoard of BPCE, Catherine Halberstadt,a Board Member of Natixis and a member of the SupervisoryBoard of BPCE, Alain Condaminas,a BoardMemberof Natixis and a member of the Supervisory Board of BPCE and Gérard Bellemon, a Board Member of Natixis Assurances and a member of the Supervisory Board of BPCE. The Final Framework Agreement was executed between CNP Assurances(actingin its name and on behalf of itself and in the name and on behalf of its subsidiaries), BPCE (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of the membersof the Caisse d’Epargnenetworkas central institution of the Caisse d’Epargnenetwork,and/or in the name and on behalf of the members of the Banque Populaire network as central institution of the Banque Populaire network, and/or in the name and on behalf of its subsidiaries),Natixis (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of its subsidiaries), NatixisAssurances, ABP Vie and ABP révoyance. The purposeof the Final Framework Agreement is: to note the non-renewal of the Existing Agreements; ● to define, organizeand delimitthe contractualwhole formedby the ● New PartnershipAgreements of which it is the umbrella agreement; determine the term of the New Partnership Agreements, namely ● seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the New Partnership Agreementsfor a period of three years as from January 1, 2023, or to purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiringthe existingportfolioat December 31, 2020 and CNP the option,in 2020 and 2022, of notifyingBPCE of its desire to initiate discussions with a view to suchsale; to define and organize the functioning of the Partnership ● Committee and any sub-committees subsequently formed by the PartnershipCommittee;and more generally, to organize and monitor the relationshipsbetween ● the Parties for the purposes of the Renewed Partnership. An addendum to the Final Framework Agreement was signed on December 30, 2015 between BPCE, CNP Assurances and Natixis in order to determinea new time limit for the signatureof certainof the intended New Partnership Agreements not already signed before December31, 2015. The addendum was also designed to amend certain agreements to reflect regulatory or operating developments requiring the modificationof certain appendices,and also provides for the deferral to January1, 2016 of the constitution of the PartnershipCommittee.

606

Registration document 2017