Amendement to Universal Registration Document filed with the Autorité des marchés financiers (AMF) On May 28, 2020 - BPCE
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Amendement to Universal Registration Document filed
with the Autorité des marchés financiers (AMF)
On May 28, 2020
The 2019 Universal Registration Document was filed with the AMF on March 25, 2020, under number D.20-0174
The English version of this report is a free translation from the original which was prepared in French. All possible care
has been taken to ensure that the translation is an accurate presentation of the original. However, in matters of
interpretation, views or opinion expressed in the original language version of the document in French take precedence
over the translation. Only the French version of the Universal Registration Document has been submitted to the AMF. It
is therefore the only version that is binding in law.
The original amendment to Universal Registration Document was filed on May 28, 2020 with the AMF, in its capacity as
the competent authority in respect of Regulation (EU) No. 2017/1129, without prior approval pursuant to Article 9 of
said regulation.
Groupe BPCE Universal Registration Document may only be used for the purposes of a public offering or admission of
securities to trading on a regulated market if it is accompanied by a memorandum pertaining to the securities and, where
applicable, an executive summary and all amendments made to the Universal Registration Document. The complete
package of documents is approved by the AMF in accordance with Regulation (EU) No. 2017/1129.
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Contents
1. Update to Chapter 4 First-quarter 2020 business and financial information .......................................... 3
1.1. Results release of May 6, 2020 ................................................................................................................... 3
1.2. Presentation of results ............................................................................................................................... 16
2. Update to Chapter 6 Risk management and Pillar III report ................................................................. 49
2.1 Regulatory changes ............................................................................................................................... 49
2.2 Risk factors ............................................................................................................................................ 50
2.3 Capital and prudential ratios ....................................................................................................................... 52
2.4 G-SIB indicators .......................................................................................................................................... 56
2.5 Liquidity....................................................................................................................................................... 56
2.6 Credit and counterparty risks ...................................................................................................................... 57
2.7 Non-performing loans ................................................................................................................................. 59
2.8 Legal risks ............................................................................................................................................. 59
3. Statutory Auditors...................................................................................................................................... 61
4. Update to Chapter 7 Legal information ................................................................................................... 62
4.1. Ordinary General Shareholders’ Meeting of May 29, 2020 ........................................................................ 62
4.2. Material changes ....................................................................................................................................... 66
5. Additional disclosures............................................................................................................................... 67
5.1. Documents on display................................................................................................................................ 67
6. Person responsible for the first amendment to the Universal Registration Document ....................... 68
6.1. Statement by the person responsible ........................................................................................................ 68
7. Cross-Reference Table .............................................................................................................................. 69
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 2
1. UPDATE TO CHAPTER 4
FIRST-QUARTER 2020 BUSINESS AND FINANCIAL
INFORMATION
1.1. RESULTS RELEASE OF MAY 6, 2020
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1.2. PRESENTATION OF RESULTS
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2. UPDATE TO CHAPTER 6
RISK MANAGEMENT AND PILLAR III
REPORT
2.1 REGULATORY CHANGES
Fiscal year 2019 ended with another EBA Call for Advice - a call answered by Groupe BPCE – aimed at measuring the
impacts of applying the output floor at the individual level and the impacts of changing the weightings applicable to
intragroup transactions, given the ongoing controversy over the treatment of cross-border banking groups and the
opposition between “home” and “host” member states.
The work in progress being done by the EBA, alongside the ongoing transposition of Basel IV (into CRR3/CRD6) and
continuing work on the EDIS (European Deposit Insurance Scheme), were some of the top priorities for the industry in
2020.
All of which was disrupted or suspended, however, in light of the economic and financial consequences of the
COVID-19 pandemic, reaching a scale not seen since the end of World War I. Authorities have launched multiple
initiatives, particularly on the prudential front, in a bid to address these consequences.
Delayed implementation of Basel 3
On March 27, 2020, the Basel Committee’s oversight body, the group of Central Bank Governors and Heads of
Supervision (GHOS), postponed the implementation of Basel 3 by one year in order to give banks and supervisory
authorities greater flexibility in dealing with the COVID-19 pandemic.
Solvency ratio measures
The European Central Bank (ECB) reduced capital requirements for banks (all buffers may be used, P2G requirements
completely relaxed, composition of P2R altered with the introduction of an AT1 and T2 percentage, countercyclical
buffer requirement relaxed - to 0% as decided by France’s financial stability board HCSF for example).
On March 27, 2020, the ECB also advised against paying out dividends until October 1, 2020. This recommendation
applies in particular to the payment of interest on cooperative shares issued by the Banques Populaires and the
Caisses d’Epargne.
Measures on treatment of credit exposures
The Single Supervisory Mechanism (SSM) allows for an exceptional prudential treatment aimed at not applying the
“unlikeliness to pay” criterion that triggers default, in the event government authorities implement a moratorium or new
government-backed loans are issued.
In France, the amended Finance Act of March 23 calls for the implementation of government-backed loans totaling
€300 billion, with the State guaranteeing 90% of the amount of new loans granted by banks to their customers from
March 16 to December 30, 2020. In line with this decision, on March 15 French banks published a press release stating
that payment deadlines on loan payments had been deferred for their professional customers.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 49Liquidity measures
The SSM has allowed banks to “use” their short-term liquidity buffers and to drop below the 100% LCR requirement.
Supervision measures
The ECB has postponed the existing deadline for remedial actions imposed subsequent to on-site inspections (TRIM,
internal models). Transitional measures are also being planned for oversight of market risks.
Lastly, because some of the measures enacted by the authorities (e.g. government-backed loans) could have a
negative impact on the leverage ratio calculation, calibration of annual SRF contributions (calculation base) or
backstops on NPLs in the event of massive demand for capital, the banking industry is arguing for the relevant Level 1
regulations or the CRR2 deployment timetable to be reviewed as a result.
2.2 RISK FACTORS
Chapter 6, Section 6.2, of the Universal Registration Document presents Groupe BPCE’s risk factors (pages 561 to 570).
The “Covid-19” risk factor has been added to this section and ranked ahead of the thematic risk factors (credit and
counterparty risks, financial risks, etc.).
The risks presented in this section are those identified to date as liable to have an adverse impact on the business
operations of BPCE SA group and BPCE SA.
The risk factors described below are presented at the date of this document, and the situation described is subject to
ongoing developments and thus may change, perhaps significantly, at any time.
The coronavirus (COVID-19) pandemic and its economic consequences may adversely impact the
Group’s operations, results and financial position
The recent emergence of Covid-19 and rapid spread of the pandemic across the globe have adversely impacted
economic conditions in multiple business sectors, sparked a declined in the financial position of economic agents, while
also disrupting the financial markets. In response, many affected countries have been forced to implement preventive
health measures (closed borders, confinement measures, restrictions on certain economic activities, etc.). In particular,
the sudden recession gripping affected countries and the drop in global trade have had and will continue to have negative
effects on global economic conditions for as long as global production, investments, supply chains and consumer
spending are impacted, in turn impacting the business operations of the Group, its customers and its counterparties.
In response, massive fiscal measures and monetary policy initiatives have been undertaken to stimulate activity. The
French government, for example, has instituted a government-backed loan program for businesses and professionals,
and set up partial unemployment measures along with other tax, social security and bill payment measures for individuals.
For its part, the European Central Bank has made access to highly substantial refinancing operations more abundant
and less expensive. Groupe BPCE has actively participated in the French government-backed loan program in the
interest of financially supporting its customers and helping them overcome the effects of this crisis on their activities and
income (e.g. automatic six-month deferral on loans to certain professional customers and micro-enterprises/SMEs).
There is no way to guarantee, however, that such measures will be enough to offset the negative impacts of the pandemic
on the economy or to fully stabilize the financial markets over the long term. The economic environment may get worse
before it starts to get better.
The confinement measures taken in France, the Group’s main country of operation (nearly 80% of net exposures were
located in France at December 31, 2019), have taken a major toll on the business of economic agents. The Group’s
results and financial position are impacted by such measures, due to decreased income and a decline in the quality of
assets both in general and in certain particularly hard-hit sectors. The sectors most likely to be impacted at this point in
the Corporate Customers portfolio are Aviation (gross exposure of €11.7 billion at March 31, 2020), Tourism-Hotels-
Catering (gross exposure of around €7 billion at March 31, 2020), Automotive (gross exposure of €6.5 billion at March
31, 2020) and Shipping (gross exposure of €0.7 billion at March 31, 2020). The Oil & Gas sector has been very
significantly impacted by a sharp drop in demand brought on by the pandemic and by the initially uncoordinated supply-
side action taken by most oil-producing countries (e.g. OPEC countries, Russia), causing the price of the barrel to
plummet and sparking major price volatility (net exposure of €10.1 billion at March 31, 2010 for Natixis).
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 50These circumstances are liable to significantly increase the Group’s cost of risk and the amount of provisions for credit
risk. The impact in 2020 should, however, be mitigated by the government support plans in place for corporates and
individuals.
In the first quarter of 2020, cost of risk amounted to €504 million, i.e. 35 basis points, excluding the one-off provision
reversal subsequent to a methodology change) vs. 17 bp in Q1 2019. This total included €137 million for the IFRS 9
forward-looking provision, based on a pessimistic economic scenario (weighted at 100%) defined prior to the Covid-19
crisis and containing assumptions of weaker economic variables.
The Group’s results and financial position are and may continue to be affected by adverse financial market developments
(extreme volatility, equity market and index slump, spread tensions, steep and unforeseen decline in dividends, etc.).
The deterioration of economic conditions and its impacts on the Group may increase the risk of seeing its external ratings
downgraded. Furthermore, the French government’s ratings may end up being downgraded, due in large part to an
increase in the national debt and public deficits. These factors could have a negative impact on the Group’s funding cost
on the financial markets.
From a more general standpoint, the Covid-19 epidemic creates risk for Groupe BPCE in that (i) it has called for
organizational changes (e.g. telework) liable to generate operational risk, (ii) it has slowed trading on the money markets
and may have an impact on liquidity supply; (iii) it has increased customer cash requirements, and thus the amounts
loaned to customers to help them get through the crisis, (iv) it could bring about a rise in business failures, especially
among more vulnerable companies or those operating in highly exposed sectors, and (v) it has triggered sudden shifts
in the valuation of market assets, which may affect market activities or business investments.
Developments in the Covid-19 crisis (uncertainty over the duration, magnitude and future trajectory of the pandemic, over
the rate of deconfinement, or whether or not new confinement measures will be imposed in the event of additional
epidemic waves) are a major source of uncertainty, making it difficult to predict the overall impact on the Group’s main
markets and on the global economy in general. At the date of filing of the amendement to Universal Registration
Document, the impact of this situation, factoring in the aforementioned support measures, on Groupe BPCE’s businesses
(retail banking, insurance, asset management, corporate and investment banking), results (mainly net banking income
and cost of risk) and financial position (liquidity and solvency) is difficult to quantify.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 512.3 CAPITAL AND PRUDENTIAL RATIOS
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2.4 G-SIB INDICATORS
Groupe BPCE published its G-SIB (global systemically important banks) indicators as at December 31, 2019 on its
institutional website on April 30, 2020:
https://groupebpce.com/en/investors/results-and-publications/pillar-iii
2.5 LIQUIDITY
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 562.6 CREDIT AND COUNTERPARTY RISKS
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2.7 NON-PERFORMING LOANS
2.8 LEGAL RISKS
Legal and arbitration proceedings – Natixis
Only proceedings subject to updates or new proceedings are presented in this section.
SOCIÉTÉ WALLONNE DU LOGEMENT
On May 17, 2013, Société Wallonne du Logement (SWL) filed a complaint against Natixis before the Charleroi
Commercial Court (Belgium), contesting the legality of a swap agreement entered into between SWL and Natixis in
March 2006 and requesting that it be annulled.
All of SWL's claims were dismissed in a ruling by the Charleroi Commercial Court on November 28, 2014. On
September 12, 2016, the Mons Court of Appeal annulled the contested swap agreement and ordered Natixis to repay
to SWL the amounts paid by SWL as part of the swap agreement, less any amounts paid by Natixis to SWL under the
same agreement and taking into account any amounts that would have been paid had the previous swap agreement
not been terminated. The Cour de Cassation of Belgium overturned this ruling on June 22, 2018. In February 2019,
SWL lodged an appeal procedure with a Court of Appeal.
On April 22, 2020, the Liège Court of Appeal annulled the contested swap agreement and ordered Natixis to pay to
SWL an amount equal to the difference between the cost incurred due to the execution of the contested swap
agreement and any amounts that would have been paid had the previous swap agreement not been terminated, plus
interest at the legal rate.
Natixis has elected to appeal this decision.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 59EUROPEAN GOVERNMENT BOND ANTITRUST LITIGATION
At end-December 2019, Natixis was added as a defendant in a class action lawsuit filed with the New York Federal
Court, alleging anti-trust violations on the European government bond market. The proceeding had initially been
launched in March 2019 against multiple identified banks and John Doe or identity-unknown banks.
Like all the other defendants in the case, Natixis filed a motion to dismiss (requesting that the case be dismissed on a
preliminary basis and prior to any ruling on the merits) on multiple grounds, including lack of personal jurisdiction as
victims of antitrust practices, lack of local jurisdiction and the limitation period on such filings in accordance with
applicable laws.
Natixis deems these proceedings to be unfounded and plans to vigorously defend itself.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 603. STATUTORY AUDITORS
BPCE’s Statutory Auditors are responsible for auditing the individual financial statements of BPCE and the consolidated
financial statements of Groupe BPCE and BPCE SA group. At March 31, 2020, the Statutory Auditors were:
PricewaterhouseCoopers Audit Deloitte & Associés Mazars
63, rue de Villiers 6, place de la Pyramide 61, rue Henri-Regnault
92208 Neuilly-sur-Seine Cedex 92908 Paris-La Défense Cedex 92075 Paris-La Défense Cedex
PricewaterhouseCoopers Audit (672006483 RCS Nanterre), Deloitte et Associés (572028041 RCS Nanterre) and
Mazars (784824153 RCS Nanterre) are registered as Statutory Auditors, members of the Compagnie Régionale des
Commissaires aux Comptes de Versailles and under the authority of the Haut Conseil du Commissariat aux
Comptes.
PRICEWATERHOUSECOOPERS AUDIT
The Annual General Shareholders’ Meeting of BPCE of May 22, 2015, voting under the conditions of quorum and
majority applicable to Ordinary General Shareholders’ Meetings, resolved to renew the term of
PricewaterhouseCoopers Audit for a period of six fiscal years, i.e. until the Ordinary General Shareholders’ Meeting
to be held in 2021, convened to approve the financial statements for the year ending December 31, 2020.
PricewaterhouseCoopers Audit is represented by Nicolas Montillot and Emmanuel Benoist.
Substitute: Jean-Baptiste Deschryver, residing at 63, rue de Villiers, 92208 Neuilly-sur-Seine Cedex, for a period of
six fiscal years, i.e. until the Ordinary General Shareholders’ Meeting to be held in 2021, convened to approve the
financial statements for the year ending December 31, 2020.
DELOITTE & ASSOCIES
The Annual General Shareholders’ Meeting of BPCE of May 22, 2015, voting under the conditions of quorum and
majority applicable to Ordinary General Shareholders’ Meetings, resolved to appoint Deloitte & Associés for a period
of six fiscal years, i.e. until the Ordinary General Shareholders’ Meeting to be held in 2021, convened to approve the
financial statements for the year ending December 31, 2020.
Deloitte & Associés is represented by Marjorie Blanc Lourme.
Substitute: BEAS, represented by Damien Leurent, of 6, place de la Pyramide, 92908 Paris-La Défense, appointed
for a period of six fiscal years, i.e. until the Ordinary General Shareholders’ Meeting to be held in 2021, convened to
approve the financial statements for the year ending December 31, 2020.
MAZARS
The Annual General Shareholders’ Meeting of BPCE of May 24, 2019, voting under the conditions of quorum and
majority applicable to Ordinary General Shareholders’ Meetings, resolved to appoint Mazars for a period of six fiscal
years, i.e. until the Ordinary General Shareholders’ Meeting to be held in 2025, convened to approve the financial
statements for the year ending December 31, 2024.
Mazars is represented by Charles de Boisriou.
Substitute: Anne Veaute, residing at 61, rue Henri-Regnault, 92075 Paris-La Défense Cedex, for a period of six fiscal
years, i.e. until the Ordinary General Shareholders’ Meeting to be held in 2025, convened to approve the financial
statements for the year ending December 31, 2024.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 614. UPDATE TO CHAPTER 7
LEGAL INFORMATION
4.1. ORDINARY GENERAL SHAREHOLDERS’ MEETING
OF MAY 29, 2020
The Ordinary General Shareholders’ Meeting of BPCE, chaired by the Chairman of the Supervisory Board, will be held
on May 29, 2020. The Management Board has submitted 16 resolutions.
The shareholders and the various other persons recognized by law as having the same entitlement, were able to
exercise their right of information by the deadlines and under the conditions provided for by law.
Resolution one: Approval of the annual financial statements of BPCE SA for the fiscal year ended December 31, 2019
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for
Ordinary General Shareholders’ Meetings, having read the Management Board Report on the management of the
company, the Supervisory Board Report on corporate governance and the Statutory Auditors’ Report on the annual
financial statements of BPCE for the fiscal year ended December 31, 2019, hereby approves the annual financial
statements resulting in a net profit of €441,581,094.18.
The General Shareholders’ Meeting formally acknowledges that the financial statements for fiscal year 2019 do not
take into account the non tax-deductible expenses referred to in Article 39-4 of the French General Tax Code.
Resolution two: Approval of the consolidated financial statements of BPCE SA group for the fiscal year ended
December 31, 2019
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, having read the Management Board Report on the management of BPCE SA group,
the Supervisory Board Report on corporate governance and the Statutory Auditors’ Report on the consolidated financial
statements of BPCE SA group for the fiscal year ended December 31, 2019, hereby approves the annual financial
statements resulting in net income attributable to equity holders of the parent of €631 million.
Resolution three: Approval of the consolidated financial statements of Groupe BPCE for the fiscal year ended
December 31, 2019
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, having read the Management Board Report on the management of Groupe BPCE, the
Supervisory Board Report on corporate governance and the Statutory Auditors’ Report on the consolidated financial
statements of Groupe BPCE for the fiscal year ended December 31, 2019, hereby approves the annual financial
statements resulting in net income attributable to equity holders of the parent of €3,030 million.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 62Resolution four: Appropriation of earnings for fiscal year 2019 and dividend distribution
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, hereby approves the Management Board motion and resolves to appropriate the net
profit for the year, amounting to €441,581,094.18, as follows:
- dividend payment of €536,166,353.68 to the shareholders, i.e. €15.734 per share;
- deduction of €94,585,259.50 from "Retained earnings".
As an interim dividend of €201,530,940.36 was paid on December 19, 2019, as decided by the Management Board at
its meeting of December 19, 2019, a residual dividend of €334,635,413.32 remains to be paid to the shareholders, i.e.
€9.82 per share.
Subsequent to this appropriation of earnings, the balance of “Retained earnings” is €3,404,332,838.15.
The cash dividend will be paid at the registered office as from Monday, June 1, 2020.
This dividend is eligible for natural persons having their tax residence in France, for the tax reduction provided for in
Article 158, section 3 (2), of the French General Tax Code.
The General Shareholders’ Meeting formally acknowledges that the dividends received by natural persons having their
tax residence in France, eligible for the tax reduction provided for in Article 158, section 3(2), of the French General Tax
Code, are liable (barring an exemption request submitted under the conditions provided for by law) for a mandatory
non-exempting flat-rate withholding tax, as set out in Article 117 quater of the French General Tax Code, at a rate of
12.8% (plus social security contributions).
In accordance with the provisions of Article 243 bis of the French General Tax Code, the table below shows the dividends
paid out in respect of the three previous fiscal years:
Fiscal year ended Dividend/earnings per Fraction of dividend eligible for Fraction of dividend
share 40% tax deduction ineligible for 40% tax
deduction
A shares: €12.312
December 31, 2016 B shares: €12.312 €383,499,888.77 /
A shares: €12.9382
December 31, 2017 B shares: €12.9382 €403,005,056.92 /
A shares: €12.3715
December 31, 2018 €403,040,426.36 /
B shares: €12.3715
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 63Resolution five: Authorization to grant powers to the Management Board to propose the option of paying interim
dividends in shares in respect of fiscal year 2020
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, having read the Management Board Report and enacting the provisions of Articles
L. 232-18 to L. 232-20 of the French Commercial Code and Article 33 of the by-laws, and observing that the share capital
is fully paid-up,
authorizes the Management Board, in the event it elects to pay one or more interim dividends in respect of fiscal year
2020, to propose the option of paying each interim dividend either in cash or in new shares, at the shareholder’s
discretion.
For each interim dividend decided, each shareholder may make the mutually exclusive decision to receive payment in
cash or in shares.
Consequently, the General Shareholders’ Meeting authorizes the Management to establish, where applicable:
- the issue price of each share remitted as payment for one or more interim dividends, by dividing the amount of
shareholders’ equity recorded in the balance sheet for the fiscal year in progress by the number of shares
outstanding.
Subscriptions shall be for a whole number of shares. If the amount of the interim dividend for which the option is exercised
does not match a whole number of shares, each shareholder will be able to receive the next-higher whole number of
shares by paying the difference in cash on the date the option is exercised, or the next-lower whole number of shares
plus a cash consideration.
- the period of time during which, as from its decision to pay an interim dividend, the shareholders may request
payment of said interim dividend in shares, it being stipulated that said period may not exceed three months.
All powers are granted to the Management Board, with the authorization to sub-delegate under the conditions provided
for by law, to recognize where applicable the implementation of the capital increase resulting from the exercise of the
option to pay the dividend in shares, to deduct the cost of said capital increase from the amount of the related paid-in
capital, to amend the by-laws accordingly and to carry out the necessary publication formalities.
Resolution six: Approval of the agreements referred to in Article L. 225-86 of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, having read the Statutory Auditors’ Special Report on the agreements referred to in
Article L. 225-86 of the French Commercial Code, hereby successively approves each of the newly concluded, amended
or terminated agreements listed in said report, which were previously authorized by the Supervisory Board during the
fiscal year ended December 31, 2019, and between that date and the date of the Special Report.
Resolution seven: Approval of the fixed, variable and exceptional components of the total remuneration and
benefits of any kind owed, paid or granted in respect of the fiscal year ended December 31, 2019 to Laurent
Mignon, in his capacity as Chairman of the Management Board
The General Shareholders’ Meeting, in accordance with the remuneration policy approved in 2019, deliberating in
accordance with the quorum and majority requirements for Ordinary General Shareholders’ Meetings, hereby approves
the fixed, variable and exceptional components of the total remuneration and benefits of any kind owed, paid or granted
in respect of the fiscal year ended December 31, 2019 to Laurent Mignon, in his capacity as Chairman of the Management
Board, as presented in the Corporate Governance Report established in accordance with Article L. 225-68 of the French
Commercial Code.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 64Resolution eight: Approval of the fixed, variable and exceptional components of the total remuneration and
benefits of any kind owed, paid or granted in respect of the fiscal year ended December 31, 2019 to Christine
Fabresse, in her capacity as a member of the Management Board
The General Shareholders’ Meeting, in accordance with the remuneration policy approved in 2019, deliberating in
accordance with the quorum and majority requirements for Ordinary General Shareholders’ Meetings, hereby approves
the fixed, variable and exceptional components of the total remuneration and benefits of any kind owed, paid or granted
in respect of the fiscal year ended December 31, 2019 to Christine Fabresse, in her capacity as a member of the
Management Board, as presented in the Corporate Governance Report established in accordance with Article L. 225-68
of the French Commercial Code.
Resolution nine: Approval of the fixed, variable and exceptional components of the total remuneration and
benefits of any kind owed, paid or granted in respect of the fiscal year ended December 31, 2019 to Catherine
Halberstadt, in her capacity as a member of the Management Board
The General Shareholders’ Meeting, in accordance with the remuneration policy approved in 2019, deliberating in
accordance with the quorum and majority requirements for Ordinary General Shareholders’ Meetings, hereby approves
the fixed, variable and exceptional components of the total remuneration and benefits of any kind owed, paid or granted
in respect of the fiscal year ended December 31, 2019 to Catherine Halberstadt, in her capacity as a member of the
Management Board, as presented in the Corporate Governance Report established in accordance with Article L. 225-68
of the French Commercial Code.
Resolution ten: Approval of the fixed, variable and exceptional components of the total remuneration and
benefits of any kind owed, paid or granted in respect of the fiscal year ended December 31, 2019 to Nicolas
Namias, in his capacity as a member of the Management Board
The General Shareholders’ Meeting, in accordance with the remuneration policy approved in 2019, deliberating in
accordance with the quorum and majority requirements for Ordinary General Shareholders’ Meetings, hereby approves
the fixed, variable and exceptional components of the total remuneration and benefits of any kind owed, paid or granted
in respect of the fiscal year ended December 31, 2019 to Nicolas Namias, in his capacity as a member of the Management
Board, as presented in the Corporate Governance Report established in accordance with Article L. 225-68 of the French
Commercial Code.
Resolution eleven: Approval of the fixed, variable and exceptional components of the total remuneration and
benefits of any kind owed, paid or granted in respect of the fiscal year ended December 31, 2019 to Michel Grass,
in his capacity as Chairman of the Supervisory Board until May 24, 2019
The General Shareholders’ Meeting, in accordance with the remuneration policy approved in 2019, deliberating in
accordance with the quorum and majority requirements for Ordinary General Shareholders’ Meetings, hereby approves
the fixed, variable and exceptional components of the total remuneration and benefits of any kind owed, paid or granted
in respect of the fiscal year ended December 31, 2019 to Michel Grass, in his capacity as Chairman of the Supervisory
Board until May 24, 2019, as presented in the Corporate Governance Report established in accordance with Article L.
225-68 of the French Commercial Code.
Resolution twelve: Approval of the fixed, variable and exceptional components of the total remuneration and
benefits of any kind owed, paid or granted in respect of the fiscal year ended December 31, 2019 to Pierre
Valentin, in his capacity as Chairman of the Supervisory Board from May 24, 2019
The General Shareholders’ Meeting, in accordance with the remuneration policy approved in 2019, deliberating in
accordance with the quorum and majority requirements for Ordinary General Shareholders’ Meetings, hereby approves
the fixed, variable and exceptional components of the total remuneration and benefits of any kind owed, paid or granted
in respect of the fiscal year ended December 31, 2019 to Pierre Valentin, in his capacity as Chairman of the Supervisory
Board from May 24, 2019, as presented in the Corporate Governance Report established in accordance with Article L.
225-68 of the French Commercial Code.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 65Resolution thirteen: Consultation on the overall budget for compensation of any kind paid to company directors
and the categories of staff referred to in Article L. 511-71 of the French Monetary and Financial Code during the
fiscal year ended December 31, 2019
The Ordinary General Shareholders’ Meeting, consulted in accordance with Article L. 511-73 of the French Monetary
and Financial Code, having read the Management Board Report, hereby issues a favorable opinion on the overall budget
for compensation of any kind paid during the fiscal year ended December 31, 2019 to the categories of staff referred to
in Article L. 511-71 of the French Monetary and Financial Code, amounting to €25,268,881.54.
Resolution fourteen: Ratification, based on a motion by the Class A shareholders, of the appointment of Eric
Fougère as a member of the Supervisory Board
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, hereby ratifies the appointment of Eric Fougère as a member of the Supervisory Board,
carried out on a temporary basis by the Supervisory Board on December 19, 2019 to replace Nicolas Plantrou, who
resigned, for his remaining term of office, i.e. until the General Shareholders’ Meeting convened to approve the financial
statements for the fiscal year ending December 31, 2020.
Resolution fifteen: Establishment of the amount of attendance fees to be allocated to the members of the
Supervisory Board for fiscal year 2021 and subsequent fiscal years
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary
General Shareholders’ Meetings, hereby resolves to set the amount of the overall budget for attendance fees to be
allocated to the members of the Supervisory Board at €800,000 for fiscal year 2021 and for subsequent fiscal years, until
such time as the General Shareholders’ meeting resolves otherwise.
Resolution sixteen: Powers to complete formalities
The General Shareholders’ Meeting grants all powers to the bearer of an excerpt or a copy of this document to complete
the necessary legal formalities.
4.2. MATERIAL CHANGES
The quarterly results of Groupe BPCE at March 31, 2020 were approved by the Management Board on May 4, 2020.
With the exception of the items referred to in the Amendment to the 2019 Universal Registration Document in Section
2.2 “Risk factors”, including the impact liable to be generated by the Covid-19 health crisis, there have been no material
changes in the financial position of Groupe BPCE.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 665. ADDITIONAL DISCLOSURES
5.1. DOCUMENTS ON DISPLAY
This document is available on the Groupe BPCE website at https://groupebpce.com/en/investors/results-and-
publications/registration-document or on the AMF website at www.amf-france.org.
Any person wanting further information about Groupe BPCE may, with no commitment and free of charge, request
documents by post at the following address:
BPCE
Département Émissions et Communication Financière
50, avenue Pierre Mendès-France
75013 Paris
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 676. PERSON RESPONSIBLE FOR THE FIRST
AMENDMENT TO THE UNIVERSAL REGISTRATION
DOCUMENT
6.1. STATEMENT BY THE PERSON RESPONSIBLE
Laurent Mignon
Chairman of the Management Board of BPCE
Having taken all reasonable care to ensure that such is the case, to the best of my knowledge, all of the information
contained in the first amendment to the Universal Registration Document is in accordance with the facts and contains no
omission likely to affect its import.
Paris, May 28, 2020
Laurent Mignon
Chairman of the Management Board of BPCE
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 687. CROSS-REFERENCE TABLE
This Amendment to the Universal Registration Document should be read and interpreted in conjunction with the
documents listed below. These documents are included in this Amendment and are deemed to be an integral part
thereof:
- the 2019 Universal Registration Document filed with the AMF on March 25, 2020 under number D.20-0174, which
includes the annual financial report, available on Groupe BPCE’s website at:
https://groupebpce.com/en/investors/results-and-publications/registration-document
All the documents incorporated by reference in this Amendment to the Universal Registration Document have been
filed with the AMF and published on the Issuer’s website (https://groupebpce.com/en/investors/results-and-
publications/registration-document) as well as the AMF’s website (https://www.amf-france.org/fr).
Information incorporated by reference should be read in accordance with the cross-reference table below. Any
information not indicated in the cross-reference table, but contained in the documents incorporated by reference, is
provided for information purposes only.
Amendment to the
Universal Universal
Registration Registration
Document Document filed on
filed on March 25, 2020 May 28, 2020
Page No. Page No.
Category referenced in Annexes 1 and 2 of Delegated Regulation 2019/2020
1 Persons responsible
1.1; 1.2 Statement by the person responsible 680 68
Information from third parties, expert statements and declaration of any
1.3; 1.4 N/A N/A
interest
1.5 Approval of the competent authority N/A N/A
2 Statutory Auditors 553-554 61
3 Risk factors 561-570 50-51
4 Information about the issuer
4.1 Company name and Commercial name 660 73
4.2 Place of registration, registration number and ID of legal entity 660
4.3 Date of incorporation and term of company 660
4.4 Registered office and legal form 660 73
5 Business overview
5.1 Principal activities 23-39; 201-210
5.2 Principal markets 23-39; 201-210
18-19; 197-199; 230-231;
5.3 Highlights 17-19
378-379; 496
5.4 Strategy and objectives 20-22
Dependence of the issuer on patents or licenses, industrial,
5.5 645
commercial or financial contracts or new manufacturing processes
Basis of statements made by the issuer regarding its competitive
5.6 23-39
position
5.7 Investments 215
6 Organizational structure of the Group
6.1 Description of the Group 3-11; 14-17; 220
5; 16; 351-360; 484-487;
6.2 List of major subsidiaries 526-530
7 Operating and financial review
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 69Amendment to the
Universal Universal
Registration Registration
Document Document filed on
filed on March 25, 2020 May 28, 2020
Page No. Page No.
Category referenced in Annexes 1 and 2 of Delegated Regulation 2019/2020
200-201; 221-226; 369-
7.1 Financial position 374;
503-505
7.2 Operating income 200 ; 221 ; 369 ; 498 ; 503 6 ; 21 ; 36
8 Cash flow and capital resources
211-212; 223-225; 272-
276; 371-373; 419-422;
8.1 Information on the issuer’s capital resources 505; 23 ; 37-40 ; 52-55
537-538; 589-592
8.2 Sources and amounts of issuer’s cash flows 226; 374
201; 272-273; 419-420;
Information on the issuer’s borrowing requirements and funding
8.3 537; 7 ; 24
structure 636-639
Information regarding any restrictions on the use of capital resources
8.4 N/A N/A
that have affected or could affect the issuer’s operations
Information regarding the expected sources of funds needed to fulfill
8.5 N/A N/A
commitments referred to in point 5.7
45; 231-235; 379-386;
9 Regulatory environment 509; 560; 586-587 49-50
10 Trend information 216-217; 500
11 Profit forecasts and estimates N/A N/A
Administrative, management and supervisory bodies and senior
12
management
12.1 Administrative bodies 8-9; 118-170
Conflicts of interest involving the administrative, management and
12.2 121; 193-194
supervisory bodies and senior management
13 Pay and benefits
171-192; 333; 478; 500;
13.1 Amount of pay and benefits in kind 543; 64-66
668-671
Total amount set aside or accrued by the issuer to provide pension, 192; 333; 478; 500; 543;
13.2
retirement or similar benefits 668-671
14 Board practices
14.1 Date of expiration of the current term of office 123-125; 127
14.2 Service contracts with members of the administrative bodies 193-194; 668
Information about the issuer’s Audit Committee and Remuneration
14.3 9-11
Committee
Compliance with the country of incorporation’s corporate governance 9; 123; 126-127; 163-167;
14.4
regime 551
Potential material impacts on corporate governance, including future
14.5 changes in the composition of administrative and management bodies N/A
and committees
15 Employees
15.1 Number of employees 1; 99-100
15.2 Shareholdings and stock options 186; 189; 190-191; 536
15.3 Employee shareholding agreements 665
16 Major shareholders
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 70Amendment to the
Universal Universal
Registration Registration
Document Document filed on
filed on March 25, 2020 May 28, 2020
Page No. Page No.
Category referenced in Annexes 1 and 2 of Delegated Regulation 2019/2020
16.1 Shareholders with over 5% of the issuer’s capital or voting rights 665
16.2 Different types of shareholder voting rights 662-665
16.3 Control of the issuer 662-665
Any arrangement, known to the issuer, which may at a subsequent
16.4 664-665
date result in a change in control of the issuer
17 Related party transactions 333-334; 478
Financial information concerning the issuer’s assets and
18
liabilities, financial position and profits and losses
Historical financial information, accounting standards and changes in
6-7; 200-201; 221-360;
18.1 accounting standards, financial statements and date of most recent 6 ; 21 ; 36
369-487; 503-543
financial information
18.2 Interim financial information and other information N/A 3-48
361-368; 488-495; 544-
18.3 Auditing of historical annual financial information
547;
18.4 Pro forma financial information N/A 3-48
18.5 Dividend policy 499; 501; 661 63-64
18.6 Legal and arbitration proceedings 283-285 59-60
18.7 Significant change in the issuer’s financial position 642-645 66
19 Additional disclosures 665
19.1 Share capital 662-663
19.2 Charter of incorporation and articles of association 660-661
20 Material contracts 665
21 Documents on display 681 67
In accordance with Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14,
2017, the following information is incorporated by reference in this Universal Registration Document:
Groupe BPCE’s consolidated financial statements for the fiscal year ended December 31, 2018 and the
Statutory Auditors’ report, presented on pages 397 to 406 of the Registration Document filed with the AMF on
April 2, 2019 under number D.19-0252;
BPCE SA group’s consolidated financial statements for the fiscal year ended December 31, 2018 and the
Statutory Auditors’ report, presented on pages 532 to 541 of the Registration Document filed with the AMF on
April 2, 2019 under number D.19-0252;
BPCE’s annual financial statements for the fiscal year ended December 31, 2018 and the Statutory Auditors’
report, presented on pages 585 to 588 of the Registration Document filed with the AMF on April 2, 2019 under
number D.19-0252;
Groupe BPCE’s consolidated financial statements for the fiscal year ended December 31, 2017 and the
Statutory Auditors’ report, presented on pages 350 to 357 of the registration document filed with the AMF on
March 28, 2018 under number D.18-0197;
BPCE SA group’s consolidated financial statements for the fiscal year ended December 31, 2017 and the
Statutory Auditors’ report, presented on pages 450 to 457 of the registration document filed with the AMF on
March 28, 2018 under number D.18-0197;
BPCE’s annual financial statements for the fiscal year ended December 31, 2017 and the Statutory Auditors’
report, presented on pages 503 to 506 of the registration document filed with the AMF on March 28, 2018 under
number D.18-0197.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 71The 2018 Registration Document filed with the AMF on April 2, 2019, under number D.19-0252 and the 2017 Registration
Document filed with the AMF on March 28, 2018 under number D.18-0197 are available at the following link:
https://groupebpce.com/en/investors/results-and-publications/registration-document
The information presented on Groupe BPCE's institutional website is not included in the Groupe BPCE universal
registration document, unless explicitly incorporated for reference purposes.
GROUPE BPCE – Amendment to the Universal Registration Document - March 31, 2020 72You can also read
