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2018

REGISTRATION

DOCUMENT

AND FULL-YEAR

FINANCIAL REPORT

LABEL BRONZE

Contents

This certification recognizes the most transparent Registration Documents according to the criteria of the Annual Transparency Ranking.Items contained in the Annual Financial Report are flagged in the Table of Contents with the following icon

1

PRESENTATION OF GROUPE BPCE 3

Groupe BPCE: committed to serving 1.1

itscustomers and the economy 4

History1.2 5

Organization of Groupe BPCE1.3 6

TEC 2020: a strategic plan focused on digital 1.4

transformation, commitment and growth 9 Performance of Groupe BPCE ...Key figures20181.5 11

Groupe BPCEs business lines1.6 14

Calendar1.7 31

Contacts1.8 31

2

NON-FINANCIAL PERFORMANCE REPORT 33

Sustainable development built on ourcooperative 2.1 identity 35

A CSR strategy aimed at incorporating 2.2

sustainable development in our business lines and decision-making processes 44 A range of services to meet the challenges facing 2.3 our customers 56

Sustainable and responsible value creation2.4 81

Responsible internal practices2.5 97

CSR reporting methodology2.6 118

Report by one of the Statutory Auditors, 2.7

appointed as independent third-party, onthe consolidated non-financial statement published in the Group management report 122 3

REPORT ON CORPORATE GOVERNANCE 125

Introduction3.1 126

Corporate Governance Code3.2 126

Management and Supervisory Bodies3.3 128

Role and operating rules of governingbodies3.4 179 Rules and principles governing the determination 3.5 of pay and benefits 190

Potential conflicts of interest3.6 218

4

ACTIVITIES AND FINANCIAL INFORMATION 2018 221

Foreword4.1 222

Significant events of 20184.2 222

Groupe BPCE financial data4.3 226

BPCESA group financial data4.4 239

Investments4.5 241

Post-balance sheet events4.6 241

Outlook for Groupe BPCE4.7 242

5

FINANCIAL REPORT 245

IFRSConsolidated Financial Statements 5.1

ofGroupe BPCE as at December31, 2018 248 Statutory Auditors report on theconsolidated 5.2 financial statements 397

IFRSConsolidated Financial Statements 5.3

ofBPCESA group asatDecember31,2018 407 Statutory Auditors report on the consolidated 5.4 financial statements 532

BPCE management report5.5 542

BPCE parent company annual financial 5.6

statements 549 Statutory Auditors report on the financial 5.7 statements 585 Controls of accounting and financial reporting 5.8 quality 589

Persons responsible for auditing thefinancial 5.9

statements 595 6

RISK REPORT 597

Summary of risks6.1 599

General structure of Groupe BPCES internal 6.2 control system 613

Capital management and capital adequacy6.3 616

Risk governance and management system6.4 628

Credit risk6.5 637

Counterparty risk6.6 658

Securitization transactions6.7 661

Market risks6.8 666

Liquidity, interest rate and foreign exchange risks6.9 672

Legal risks6.10 679

Non-compliance, security and operational risks6.11 682

Climate risks6.12 698

7

LEGAL INFORMATION 701

Memorandum and articles of association7.1 702

Share capital7.2 705

Ownership structure and distribution of voting 7.3 rights 708

Material contracts7.4 710

Material changes7.5 710

Statutory Auditors special report on related-party 7.6 agreements and commitments 711 8

STATEMENT BY THE PERSON RESPONSIBLE 727

Statement by the person responsible forthe 8.1

registration document and for theannual financial report 728 9

ADDITIONAL INFORMATION 729

Documents on display9.1 730

Cross-reference table for the registration 9.2

document 731 Cross-reference table for the annual financial 9.3 report and the management report 733

Cross-reference table of the main social, 9.4

environmental and societal information 735

Glossary9.5 736

The English version of this report is a free translation from the original which was prepared in French.

All possible care hasbeen 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.

1 Registration document 2018

2018 Registration Document

and Annual Financial Report

Only the French version of the registration document has been submitted to the AMF. It is therefore the only version that is

binding in law.

The original document was filed with the Autorité des Marchés Financiers (AMF - French Securities Regulator) on April 2,

2019, in accordance with Article 212-13 of the AMF"s General Regulations. It may be used in support of a financial transaction

only if supplemented by a Transaction Note that has received approval from the AMF. This document was prepared by the

issuer and its signatories are responsible for its contents.

This document includes all elements of the annual financial report specified by Section I of Article L. 451-1-2 of the Code

monétaire et financier and Article 222-3 of the AMF"s General Regulations. A table allowing cross-referencing between the

documents specified in Article 222-3 of the AMF"s General Regulations and the corresponding sections of this document is

provided on pages 731 and 732.

Copies of this registration document may be obtained free of charge from BPCE, 50, avenue Pierre Mendès-France

75013 Paris.

2 Registration document 2018

3 Registration document 2018

1

PRESENTATION OF

GROUPE BPCE

GROUPE BPCE: COMMITTED TO SERVING 1.1

ITS CUSTOMERS AND THE ECONOMY

4

HISTORY1.2 5

ORGANIZATION OF GROUPE BPCE1.3 6

Overview 6

Three-pillar structure 7

Balanced governance 8

TEC 2020: A STRATEGIC PLAN FOCUSED 1.4

ON DIGITAL TRANSFORMATION,

COMMITMENT AND GROWTH

9PERFORMANCE OF GROUPE BPCE - KEY 1.5

FIGURES 2018

11

Recurring, diversified revenue base 11

High level of solvency 12

BPCE SA group indicators 13

Sustainable development central to the Group"s

activities 13

GROUPE BPCE"S BUSINESS LINES1.6 14

Retail Banking and Insurance1.6.1 15

Natixis1.6.2 24

CALENDAR1.7 31

CONTACTS1.8 31

4 Registration document 2018

1

PRESENTATION OF GROUPE BPCE

Groupe BPCE: committed to serving its customers and the economy

Groupe BPCE: committed to serving 1.1

its customers and the economy

Groupe BPCE conducts all banking and insurance businesses through its two main cooperative networks - the Banque Populaire banks and

the Caisses d"Epargne - and their subsidiaries. Groupe BPCE, the second largest banking group in France (1) with its two leading brands, Banque Populaire and Caisse d"Epargne, has established extensive regional roots. Its 105,000 employees serve

30 million customers, including 9 million cooperative shareholders.

The Group"s companies adapt their banking and insurance business as closely as possible to the needs of individuals and local areas. Groupe BPCE offers its customers a full range of products and services, including deposits and savings, placement, payment, financing, insurance and investment solutions. In keeping with its cooperative structure, the Group builds long-term relationships with its customers and helps them achieve their goals, and as such finances more than 20% (2) of the French economy. Groupe BPCE"s product and service offer is expanded by its

subsidiaries, both in France and internationally.Natixis" Asset & Wealth Management division develops investment

solutions tailored to different customer bases, drawing on global asset management expertise. Its activities meet the savings, investment, risk management and advisory needs of retail and institutional clients. The Corporate & Investment Banking division advises and serves corporates, institutional investors, insurance companies, banks and public sector entities. It offers them a diversified range of solutions, both on the capital markets and in terms of financing and transaction banking services. The Corporate & Investment Banking division operates in all major financial centers via three international platforms: North & South America, Asia-Pacific and EMEA (Europe, Middle East, Africa).

KEY FIGURES - GROUPE BPCE

million cooperative shareholdersmillion customers employees of loans to the French economy (2)

9 30 105,000 > 20 %

Market share: 21.5% of on-balance sheet customer deposits & savings and 21.1% of customer loans (source: Banque de France Q3 2018 - all non-financial customers combined).(1)

21.1% market share in loan outstandings, all non-financial sector customers combined (source: Banque de France Q3 2018).(2)

5 Registration document 2018

1

PRESENTATION OF GROUPE BPCE

History

History1.2

Groupe BPCE is the first

premium partner of the Paris 2024

Olympic and Paralympic Games

Groupe BPCE launches TEC2020Ž, the strategic plan for

2018-2020: a combination of Digital Transformation in order to seize

opportunities created by the ongoing technological revolution, Engagement toward the Groups customers, employees and cooperative shareholders, and Growth in all its core businesses.

Ongoing mergers between regional banks:

€ Caisse dEpargne Hauts de France established from the merger of Caisse dEpargne Picardie and Caisse dEpargne Nord France Europe; € Banque Populaire Grand Ouest established from the merger of Banque Populaire Atlantique and Banque Populaire de lOuest. Groupe BPCE calls on Natixis Assurances to design and manage all savings and pension funds distributed by the Caisse dEpargne network as of January1, 2016. The strategic plan for 2014-2017, Another way to growŽ, focuses on development and transformation, centered on the goal of constantly striving to better meet the expectations and needs of customers, while affirming Groupe BPCEs difference as a cooperative banking structure. The first strategic plan for 2010-2013, TogetherŽ, mobilizes all our entities to become the preferred bank of the French people and their businesses. Groupe Banque Populaire and Groupe Caisse dEpargne take the first step towards a business combination, with the creation of their jointly-owned subsidiary, Natixis.

Groupe BPCE and CNP Assurances sign a memorandum

of understanding laying down the terms of implementation of the renewed partnership as from January1, 2016. € Banque Populaire Méditerranée established by the merger of Banque Populaire Côte dAzur, Banque Populaire Provençale et Corseand Banque Chaix; € Banque Populaire Auvergne Rhône Alpes established from the merger of Banque Populaire des Alpes, Banque Populaire Loire et Lyonnais and Banque Populaire du Massif Central. 2024
1998
1962
1917
1878
2004
1999
1983
1895
1835

18182018

2017
2016
2015
2014
2013
2010
2006

Two regional bank mergers completed:

€ Plans to incorporate Crédit Fonciers activities and teas into the Group; € Plan for Natixis to sell its Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines to BPCE, scheduled to take place by the end of Q1 2019.Several restructuring operations initiated:

2018 also saw the completion of the merger between Caisse

dEpargne dAlsace and Caisse dEpargne Lorraine Champagne- Ardenne, giving rise to Caisse dEpargne Grand Est Europe. 2009

: Groupe BPCE established from the combination of Groupe Banque Populaire and Groupe Caisse d"Epargne.

CAISSE DEPARGNEBANQUE POPULAIRE

By purchasing Ixis, the Group branches

out into investment banking.

The acquisition of Natexis provides Groupe Banque

Populaire with a publicly listed vehicle.

The Banque Populaire banks open their services

to individual customers.

The Banque Populaire banks rapidly become major

players in their regional economies, serving craftsmen, small retailers and SMEs.

The first Banque Populaire bank is established in

Angers, by and for entrepreneurs, the goal being

to pool funds to fund their own development plans. The Caisses dEpargne become cooperative banks.

The Caisses dEpargne qualify as non-profit

credit institutions.

The Caisses dEpargne conduct operations

of general public interest.

The Caisses dEpargne are recognized as

private institutions of public utilityŽ.

The first Caisse dEpargne is founded

in Paris to promote, collect and manage general public savings.

6 Registration document 2018

1

PRESENTATION OF GROUPE BPCE

Organization of Groupe BPCE

Organization of Groupe BPCE1.3

Overview

The Banque Populaire banks and the Caisses d"Epargne are owned by

9 million cooperative shareholders. This highly stable shareholding

structure is imbued with a strong cooperative spirit. BPCE SA group, the central institution of Groupe BPCE, is wholly-owned by the 14 Banque Populaire banks and 15 Caisses d"Epargne. It defines the policies and strategic objectives of the Group and coordinates the sales policies of each network. The Banque Populaire banks and Caisses d"Epargne are banks in their own right. They collect deposits and savings, distribute loans and define their priorities.Important members of their regional economies sit on the Boards of Directors of the Banque Populaire banks and on the Steering and Supervisory Boards of the Caisses d"Epargne. Their resources are first and foremost allocated to meet the needs of local areas and regional customers. Drawing on their cooperative shareholding structure, the regional banks are able to develop their own regional corporate strategies and define joint strategies at Group level. GROUPE BPCE ORGANIZATION CHART AT DECEMBER 31, 2018 (1) (2) (3) (4) (5) 100%
(3) 100%

50%50%

71%
(5) 100%

9 MILLION COOPERATIVE SHAREHOLDERS

BPCE

SUBSIDIARIES

(4) 14

BANQUE

POPULAIRE

BANKS FNBP (1) 15

CAISSES

D"EPARGNE

FNCE (2)

NATIXIS

Fédération Nationale des Banques Populaires(1) Fédération Nationale des Caisses d"Epargne(2)

Indirectly through Local Savings Companies(3)

Banque Palatine, Crédit Foncier, BPCE International(4)

Free float: 29%(5)

7 Registration document 2018

1

PRESENTATION OF GROUPE BPCE

Organization of Groupe BPCE

Three-pillar structure

TWO BPCE SA GROUP COOPERATIVE SHAREHOLDER NETWORKS

Under the cooperative banking model, cooperative shareholding customers are the focal point of the Group"s governance.

The Banque Populaire banks and Caisses d"Epargne are credit institutions wholly-owned by their cooperative shareholders (via LSCs

- Local Savings Companies - for the Caisses d"Epargne).

Cooperative shareholding customers - both individuals and legal entities - play an active part in the life, ambitions and development of

their bank.

Being a cooperative shareholder means owning a cooperative share (not quoted on the stock exchange), representing a portion of the share

capital in a Banque Populaire bank or an LSC for the Caisses d"Epargne, and playing a role in the bank"s operation by taking part in Annual

General Shareholders" Meetings and voting to approve the financial statements and resolutions, validating management decisions and

electing Directors. Voting rights are exercised in accordance with the cooperative principle of "1 person = 1 vote", no matter how many

cooperative shares are held.

Each institution is governed by a Board of Directors for the Banque Populaire banks, or a Steering and Supervisory Board and a Management

Board for the Caisses d"Epargne.

See Chapter 3 -

Corporate governance.

BPCE SA GROUP: THE CENTRAL INSTITUTION DEDICATED TO ACHIEVING THE GROUP"S AMBITIONS BPCE SA group is responsible for the Group"s strategy, coordination and organization. The main duties of the central institution, as defined by the act of June 18, 2009, are: coordinating business policies;

representing the Group and its networks, and negotiating national/international agreements on their behalf;

representing the Group and its networks as an employer;

taking all necessary measures to ensure the Group"s liquidity and solvency, risk management and internal control.

All credit institutions affiliated with the central institution are covered by a guarantee and solidarity mechanism.

The scope of affiliated entities is mainly comprised of the Banque Populaire and Caisse d"Epargne networks and Natixis.

See Chapter 7 -

Legal information.

SPECIALIZED SUBSIDIARIES

Natixis boasts several areas of expertise, which are organized into four main business divisions: Asset & Wealth Management, Corporate

& Investment Banking, Insurance and Specialized Financial Services. It serves its own customer base of corporates, financial institutions and

institutional investors, as well as the individual, professional and SME customers of both Groupe BPCE networks and its subsidiaries,

covering 38 countries.

As a bank for corporate and wealth management customers, Banque Palatine helps its customers achieve their personal and professional

ambitions alike. Currently 10% of French corporations generating revenue of more than €30 million are Banque Palatine customers.

8 Registration document 2018

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