BPCE_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

In respect of individual providence policies: individual providence policies commissioning agreement between ● CNP Assurancesand BPCE acting in its name and on behalf of itself, in the name and on behalf of the membersof the Caisse d’Epargne network as central institutionof the Caisse d’Epargnenetwork,and on behalf of Banque Palatine, Banque BCP, Banque des Antilles Françaises, Banque de la Réunion, Banque de Nouvelle-Calédonie, Banque de Saint-Pierre-et-Miquelon and Banque de Tahiti. Distributorsare remuneratedon the basis of the premiums paid by policyholders or on the technical results for each distributing institution and typeof policy. In respect of paymentprotectioninsurance: an exclusive partnership for seven years between CNP Assurances, ● BPCE, ABP Vie and ABP Prévoyancesubject to coinsuranceby CNP Assurancesand two subsidiariesof Natixis Assurances(ABP Vie and ABP Prévoyance) amounting respectively to 66% and 34% for all policies distributedby the networks of Banque Populaire (with the exception of BRED, Crédit Coopératif and CASDEN), Caisse d’Epargne, Banque Palatine and Crédit Foncier. In the event of renewal of the agreement,the coinsuranceratio would be adjusted to an equal balance for CNP Assurances (50%) and the two subsidiaries ofNatixis Assurances (50%); a management and service level agreement between CNP ● Assurances and BPCE defining the relationships between the beneficiaries (namely the networks of Banque Populaire (with the exception of BRED, Crédit Coopératif and CASDEN), Caisse d’Epargne, Banque Palatine and Crédit Foncier) and the insurer (CNP Assurances) and setting out the duties of each party with regard to the management of insurance requests, claims and the associated financial flows. The applicable financial terms and conditions willbe defined by type of policy and for each institution; a remuneration agreement between BPCE, CNP Assurances (acting ● in its name and in the name and on behalf of CNP IAM), ABP Vie and ABP Prévoyance defining the financial terms and conditions prevailingbetween the insurer and the lending institutions(namely the networks of Banque Populaire (with the exception of BRED, Crédit Coopératif and CASDEN), Caisse d’Epargne, Banque Palatine and Crédit Foncier) with regard to the distribution of payment protectioninsurancepolicies with effect from January 1, 2016 and for the duration of the Agreement. The applicable financial terms and conditions will be defined by type of policy and for each institution. Thisagreementhadno impacton BPCE’s2017financialstatements. Conclusion of a shareholders’ agreement for Ecureuil Vie Développement (“EVD”) between CNP Assurance, Natixis Assurances and BPCE in the presence of Ecureuil Vie Développement Directors concerned on the applicable date: François Pérol, President of the Management Board of BPCE, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP

Assurances,Jean-Yves Forel, a member of the ManagementBoard of BPCE and a member of the Board of Directorsof CNP Assurancesand Gérard Bellemon, a member of the SupervisoryBoard of BPCE and a member of the Board of Directors of Natixis Assurances. The shareholders’ agreement for Ecureuil Vie Développement (EVD) has been executed between CNP Assurances,Natixis Assurances and BPCE inthe presence of EcureuilVie Développement. EVD’s mission is to provide proper interfacing between the Caisse d’Epargne network,NatixisAssurancesand CNP. On March 23, 2015 but taking effect on January 1, 2016, CNP sold to Natixis Assurances 2% of the share capital and voting rights of EVD therebyprovidingNatixis Assuranceswith 51% of the share capital of EVD. The sale was performedon the basis of a price of € 48 per share or a total of € 3,552 for the 74 shares representing2% of the share capital. These agreements had no impactonBPCE’s 2017 financial statements. Amendment 6 to the CNP Assurances shareholders’ agreement Director concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and member of the Board of Directors of CNPAssurances. The Frenchgovernment,Caisse des dépôts et consignations,CNCE and La Banque Postale, as shareholderstogether owning the majority of CNP Assurances’shares and voting rights, enteredinto a shareholders’ agreementon September2, 1998. The agreementwas concludedin the frameworkof the intended sale by the French government of the major part of its shareholding in CNP Assurances,of the transferof part of the company’sshare capital to the private sector and of the company’sstock market flotation.The parties wished to show their intention to remain invested in the capital in the long term and to set certain share-transfer rules between themselves as well as to express their shared intention to reinforce the business development of CNP inFrance and abroad. On February 8, 2017, the parties signed Amendment 6 to the shareholders’ agreement, as successively amended, as they wished, first, to comply with the legislative provisions on appointing two directors representingemployeesand thereby eliminate the power to appoint one director for employee shareholders and, second, to maintainsome measure of flexibilityin the operationof the Board of Directors and to terminate the appointment of three non-voting directors. Amendment6 to the shareholders’agreement with CNP Assurances, signed at a late date (on February 8, 2017), was authorized by the Annual GeneralShareholders’Meetingon May 19, 2017. The shareholders’ agreement, initially entered into on September 2, 1998, has been tacitly renewed for two years, in accordancewith the mechanismprovided for by the parties, i.e. , until the next expiration date onDecember31, 2019. This agreementhad noimpact onBPCE’s2017 financialstatements.

Paris La Défense and Neuilly-sur-Seine, March 28, 2017

The Statutory Auditors

Deloitte &Associés

PricewaterhouseCoopers Audit

Mazars

Jean-MarcMickeler Sylvie Bourguignon

AgnèsHussherr NicolasMontillot

MichelBarbet-Massin Charlesde Boisriou

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Registration document 2017