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2019 UNIVERSAL REGISTRATION DOCUMENT

AND ANNUAL FINANCIAL REPORT

2019

UNIVERSAL REGISTRATION DOCUMENT

This certication recognizes the most transparent Registration Docume nts according to the criteria of the Annual Transparency Ranking.LABEL ARGENT Items contained in the Annual Financial Report are agged in the Table of Contents with the following icon AFR The Statement of Non-Financial Performance is identied in the summary using the following icon SNFP Items contained in the Annual Financial Report are agged in the Table of Contents with the following icon AFR The Statement of Non-Financial Performance is identied in the summary using the following icon SNFP Items contained in the Annual Financial Report are agged in the Table of Contents with the following icon AFR The Statement of Non-Financial Performance is identied in the summary using the following icon SNFP Items contained in the Annual Financial Report are agged in the Table of Contents with the following icon AFR The Statement of Non-Financial Performance is identied in the summary using the following icon SNFP Items contained in the Annual Financial Report are agged in the Table of Contents with the following icon AFR The Statement of Non-Financial Performance is identied in the summary using the following icon SNFP Groupe BPCE, the second largest banking group in France, performs a full range of banking and insurance activities. Its

105,000 employees,

serve

36 million customers

around the world - individuals, professionals,

businesses, investors, and local authorities. It provides retail banking and insurance services in France

through its two major cooperative networks, Banque Populaire and Caisse d"Epargne. With Natixis, it also provides Asset & Wealth Management, Corporate & Investment Banking and

Payment services around the world.

www.groupebpce.com

2019 UNIVERSAL REGISTRATION DOCUMENT

AND ANNUAL FINANCIAL REPORT

cooperative shareholders 9

MILLION

Operating

in more than 40

COUNTRIES

THE MESSAGE FROM THE CHAIRMAN OF THE MANAGEMENT BOARD I n 2019, Groupe BPCE demonstrated its ability to expand, innovate and pursue its transformation to serve its customers, cooperative shareholders, and employees. Despite extremely low interest rates, our three core businesses delivered strong performances, thanks to the trust shown by our customers and our employees" energy. With our cooperative banks, our 14 Banques Populaires and

15 Caisses d"Epargne, and Natixis, we serve all types of

customers in France and around the world, providing financing, investment, savings, and insurance solutions to individuals, professionals, businesses, local authorities, and institutional clients. Our Group is constantly adapting, investing and innovating to better serve our customers.

Our Digital Inside

strategy, which is centered on our customer advisors, was commended with an award from the ratings agency D-Rating.

In 2019,

our Group also acquired a majority stake in Oney Bank. We also finalized our insurance set-up and launched a project to create a major insurance asset manager within Natixis with the merger of Ostrum and Banque Postale Asset Management. These initiatives are designed to ensure our Group is ready to

rise to the challenges that lie ahead.Our Group also intends to play its role in the energy transition in full by nancing the renewable energy sector and by helping all its customers transform their energy mix and their business models. For several years now, our banks have regularly taken concrete initiatives to counter climate change. In September 2019, Groupe BPCE and Natixis signed the Principles for Responsible Banking, undertaking to strategically align their activities with the United Nations Sustainable Development Goals and the Paris Agreement on climate change. All our business lines are working to foster a low carbon society. A recent example is the creation by Natixis in 2019 of the Green Weighting Factor, a unique capital allocation model that encourages financing solutions with the most positive impact on the environment and climate change, while penalizing those with a negative impact.

In 2019, we continued to bolster our financial strength in order to shore up our Group"s financial stability. We understand that, unfortunately, 2020 will be a very difficult year for many of our customers.

We firmly believe that the three pillars of our

business operations (entrepreneurial spirit, engagement with our customers on a daily basis and collective intelligence) will be considerable sources of strength in supporting our customers and helping them envision the future with confidence under the best possible conditions.

Message from

the chairman of the management boardMessage du président du directoire

Laurent MIGNON

Chairman of the Management Board

OUR PERFORMANCE IS ROOTED IN THE STRENGTH

OF OUR

COOPERATIVE BANKING MODEL AND OUR AREAS

OF EXPERTISE

Our robust full-service cooperative banking model, built on strong brands (Banque Populaire, Caisse d"Épargne and Natixis), paves the way for a long-term approach. Its decentralized structure promotes team spirit and decision-making with close ties to its customers. The Fédération Nationale des Banques Populaires (FNBP) and the Fédération Nationale des Caisses d"Épargne (FNCE), the bodies that provide deliberation, communication and representation for the two networks and their cooperative shareholders, play an essential role in defining, coordinating and promoting the banks" cooperative spirit and social responsibility initiatives, in accordance with Groupe BPCE"s commercial and financial objectives. We firmly believe that our cooperative model is open to the future and in tune with society"s expectations. Groupe BPCE is the No. 2 banking group in France , funding more than 20% of the French economy.

WE HELP OUR CUSTOMERS ACHIEVE THEIR GOALS

All our customers, be they individuals, professionals, associations, corporate customers of all sizes or institutional customers, have constantly evolving expectations, with increasing demands in terms of availability, feedback, advice and service. The Group has four main business lines in France and abroad. With this structure, it is able to meet these needs by offering appropriate products and services across all distribution channels: Retail Banking & Insurance, Asset & Wealth Management,

Corporate & Investment Banking, and Payments.

GROUP PROFILE

Groupe BPCE at a glance

listed on Euronext Paris CAC Next 20

Natixis

employees

105,000

A full-service cooperative banking model serving

the group"s customers and the economy cooperative shareholders 9 million

40countries

(source: Cerulli) No. 17 worldwide customers 36
million

PRESENT

IN MORE

THAN in net banking income 24
bn (in 2019)

BY ASSETS UNDER

MANAGEMENTof the French economy

>20%

WE FUND

(1) Market share: 21.9% of on-balance sheet customer deposits & savings and 21% of customer loans (source: Banque de France Q3 2019 - all non-financial customers combined). (2)

21% market shar

e in loan outstandings, all non-financial sector customers combined (source: Banque de France, Q3 2019).

Banking and nancial services, Insurance,

Specialized Financing

Banque Populaire,

Caisse d"Epargne,

Banque Palatine,

Natixis Assurances,

Financial Solutions & Expertise

Oney

Asset management,

Wealth management

Natixis Investment Managers,

Natixis Wealth Management

Management of domestic,

European and international

payment instruments

Natixis Payments

Capital markets,

Financing, Trade

& Treasury Solutions

Natixis

GROUP PROFILE

Strong, recognized brands

Diversified business lines in France and internationally

The defining characteristics of our banking model

GROUPE BPCE AT A GLANCE

PARTICIPATORY

GOVERNANCE

The cooperative shareholders

elect their representatives to sit on the Boards of the

Banques Populaires and

Caisses d"Epargne

(1) (1) Through the election of dir ectors of Local Savings Companies.29 banks operating in all the different regions of mainland France and overseas territoriesIndivisible reserves1.6 million jobs supported by the activities of the Banque

Populaire and Caisse

d"Épargne networks€10.8 billion in outstanding loans for the energy transition

LOCAL PRESENCEENVIRONMENTAL

COMMITMENTABILITY TO TAKE ACTION

OVER THE LONG TERM SOCIETAL

SOLIDARITY

Banking and nancial services, Insurance,

Specialized Financing

Banque Populaire,

Caisse d"Epargne,

Banque Palatine,

Natixis Assurances,

Financial Solutions & Expertise

Oney

Asset management,

Wealth management

Natixis Investment Managers,

Natixis Wealth Management

Management of domestic,

European and international

payment instruments

Natixis Payments

Capital markets,

Financing, Trade

& Treasury Solutions

Natixis

Recurring, diversified revenue base

GROUPE BPCE fi SUMMARY INCOME STATEMENT

in millions of euros201920182017

Net banking income24,30524,00123,720

Gross operating income6,7226,3146,621

Cost/income ratio72.3%73.7%72.1%

Cost of risk(1,367)(1,299)(1,384)

Income before tax5,5385,2975,516

NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT3,0303,0263,024

GROUPE BPCE fi ACTIVITY

in billions of euros201920182017

Balance sheet total1,338.11,273.91,259.9

Customer loans (gross loan outstandings)706.1671.9704.9 4% 5%

16%14%

59%

BUSINESS LINE CONTRIBUTIONS TO NBI

(1)

IN 2019

(As a %)BUSINESS LINE CONTRIBUTIONS TO INCOME BEFORE TAX (1)

IN 2019

(As a %) 6% 6%

19%12%

56%
Networks Financial Solutions & Expertise Insurance Payments Asset & Wealth Management Corporate & Investment Banking

Réseaux BPA Solutions & Expertises Financières BPA Assurances BPA Paiements BPA Services Financiers Spécialisés

2%1%

Retail Banking

& Insurance 70%

Banque

de proximité et Assurance 69%

Excluding the Corporate Center .

A solid

group generating robust performances

GROUP PROFILE

High level of solvency

GROUPE BPCE fi FINANCIAL STRUCTURE AND LIQUIDITY RESERVES in billions of euros12/31/201912/31/201812/31/2017 Equity attributable to equity holders of the parent69.966.264.0

Common Equity Tier 1 capital66.062.259.0

Tier 1 capital66.062.559.5

Total regulatory capital79.376.974.0

Liquidity reserve231204214

BPCE SA group indicators

(1

SUMMARY INCOME STATEMENT

in millions of euros201920182017

Net banking income11,14510,80010,499

Gross operating income2,2862,0052,358

Income before tax1,9231,8562,126

NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT631685845

(1) BPCE SA group includes BPCE SA and its subsidiaries. The Banques Populaires and Caisses d"Epargne do not contribute to the results of BPCE SA group.

FINANCIAL STRUCTURE

in billions of euros12/31/201912/31/201812/31/2017 Equity attributable to equity holders of the parent20.419.618.9

Tier 1 capital19.919.018.5

Tier 1 ratio11.2%10.9%10.3%

Total capital ratio18.6%19.1%18.4%

GROUPE BPCE fi CAPITAL RATIOS

19.2% 15.4% 15.3% 18.8% 15.7% 15.7% 19.6% 15.9% 15.8%

12/31/2017 12/31/201812/31/2019

Common Equity Tier 1 ratio Total capital ratio Tier 1 ratio

A1A+A+

Fitch Ratings Moody"sR&IStandard

& Poor"s

Long-term rating

Short-term rating

Operating

CREDIT RATINGS AT DECEMBER 31, 2019

The following ratings concern BPCE and also apply

to Groupe BPCE.

A SOLID GROUP GENERATING ROBUST PERFORMANCES

P-1-A-1

StableStableStableStable

A solid

group generating robust performances

GROUP PROFILE

At 12/31/2019

Key supervisory board figures

membersmeetings 1910
non-voting directors 6 women 41.2%
attendance rate 98%

Pierre VALENTIN

Vice-Chairman

CAISSE D"EPARGNE

REPRESENTATIVESBANQUE POPULAIRE

REPRESENTATIVES

Valérie

PANCRAZI

Anne-Claude

PONT

Kadidja

SINZ

Thierry CAHN

Chairman

INDEPENDENT

MEMBERSBPCE EMPLOYEE

REPRESENTATIVES

2

Catherine

AMIN-GARDE

O Alain

DENIZOT

Dominique

GOURSOLLE-NOUHAUD

O

Françoise

LEMALLE

Didier

PATAULT

O O O Eric

FOUGÈRE

NON-VOTING DIRECTORS

From the Banques Populaires

Sylvie GARCELON

Daniel KARYOTIS

From the Caisses d"Epargne

Pierre CARLI

Joël CHASSARD

Non-voting directors

Chairman of the FNBP

André JOFFRE

Chairman of the FNCE

Jean ARONDEL

On a consultative

basis

Audit Committee Risk Committee Appointment Committee Compensation Committee Cooperative and CSR Committee

3 6 77

Gérard

BELLEMON

O

Bernard

DUPOUY

O

Olivier

KLEIN

Catherine

MALLET

SUPERVISORY

BOARD

Michel

GRASS Yves

GÉVIN

O O O

Balanced governance

Vincent

GONTIER

Frédéric

HASSAINE

GROUP PROFILE

Supervisory Board members' expertise

Management Board members

Since October 4, 2018

The Board's 5 specialized committees

In 2019

BALANCED GOVERNANCE

6 3

AUDIT COMMITTEE

6 members

5 meetings

93%
attendance rate

RISK COMMITTEE

6 members

8 meetings

96%
attendance rate

APPOINTMENT COMMITTEE

7 members

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