ANNUAL INFORMATION FORM

CAISSE CENTRALE DESJARDINS

Year ended December 31, 2015

March 11, 2016

TABLE OF CONTENTS

AR incorporated AIF by reference Information incorporated by reference ...... 4 Caution regarding forward-looking statements ...... 4 Business structure ...... 5 Name, address and incorporation ...... 5 108, 109, 123, 124 Subsidiaries ...... 6 General development of the business ...... 6 Description of the business ...... 9 12–23 Business segments ...... 9 14, 15, 105 Regulatory capital and capital management ...... 10 20–22, 97, 98 Regulation and control ...... 10 8, 9, 45, 46, 108, 109 ...... 10 28, 32, 67, 68, 83 Risk factors ...... 10 24–45 Dividends and distributions ...... 11 16 Capital structure ...... 11 General description ...... 11 96, 108, 109 Credit ratings ...... 11 38 Market for securities ...... 12 36–38 Directors and executive officers ...... 15 Directors ...... 15 Executive officers ...... 18 Securities held by directors and executive officers ...... 19 Cease trade orders or bankruptcies ...... 19 Penalties or sanctions ...... 19 Conflicts of interest ...... 19 Legal proceedings ...... 20 Material contracts ...... 20 Interest of experts ...... 20 Additional disclosure ...... 20 Outstanding securities and principal holders ...... 20 Indebtedness of directors and executive officers ...... 21 Transactions with restricted parties and related parties ...... 21 46, 106, 107 Auditors ...... 21

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AR incorporated AIF by reference Additional information ...... 21 Statement of Caisse centrale’s executive officer compensation ...... 22 Audit Commission information...... 48 Rules of the Audit Commission ...... 48 Composition of the Audit Commission ...... 48 Relevant education and experience ...... 48 Pre-approval policies and procedures ...... 49 External auditor service fees billed (by category) ...... 49 Corporate governance disclosure ...... 50 Board of Directors and Board mandate ...... 50 111–117, 122 Descriptions of roles ...... 51 111, 112, 118–120 Orientation and continuing education ...... 52 115 Business ethics ...... 52 111 Director nomination process ...... 53 111–117 Compensation ...... 53 120, 121 Board committees ...... 53 118–120 Evaluation ...... 54 114, 115 Schedules ...... 55 A – Rating categories by credit rating agency B – Audit Commission Charter (Caisse centrale Desjardins) C – Institutional Policy, External Auditors of

AIF: Annual Information Form of Caisse centrale Desjardins for the fiscal year ended December 31, 2015 AR: Annual Report of Caisse centrale Desjardins for the fiscal year ended December 31, 2015

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INFORMATION INCORPORATED BY REFERENCE

Certain information contained in this Annual Information Form has been taken from the Annual Report of Caisse centrale Desjardins du Québec (Caisse centrale) for the fiscal year ended December 31, 2015 (Annual Report) and has been incorporated by reference into this Annual Information Form as indicated in the table of contents. The Annual Report of Caisse centrale is available on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.

Unless otherwise indicated or the context otherwise requires, the expression “Caisse centrale” refer to Caisse centrale Desjardins and its direct and indirect subsidiaries, its predecessor entities or other constituent entities or the other entities controlled by it.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Caisse centrale’s public communications often include oral or written forward-looking statements. Such forward-looking statements are contained in this Annual Information Form and may be incorporated in other filings with Canadian regulators or in any other communications. These statements include, but are not limited to, comments about Caisse centrale’s objectives regarding financial performance, its priorities, its operations, the review of economic conditions and markets, as well as the outlook for the Canadian, U.S., European and other international economies. Such forward-looking statements include, in particular, those in Section 1.0, “Changes in the economy and the industry”, Section 2.0, “Review of the financial results”, Section 3.0, “Balance Sheet Review”, and Section 5.0, “Additional information”, of the Management’s Discussion and Analysis (MD&A) in the Annual Report. They are typically identified by words or phrases such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, and “may”; words and expressions of similar import; and future and conditional verbs.

By their very nature, forward-looking statements involve assumptions, uncertainties and inherent risks, both general or specific. It is therefore possible that, due to many factors, these predictions, projections or other forward-looking statements as well as Caisse centrale’s objectives and priorities may not materialize or may prove to be inaccurate and that actual results differ materially. Caisse centrale cautions readers not to place undue reliance on these forward-looking statements, as actual future results, conditions, actions or events could differ significantly from the targets, expectations, estimates or intentions expressed explicitly or implicitly therein.

A number of factors, many of which are beyond Caisse centrale’s control, and the effects of which can be difficult to predict, could affect the accuracy of the forward-looking statements in this Annual Information Form. These factors include those discussed in Section 4.0, “Risk management”, of the MD&A in the Annual Report, and include, without limitation, credit, market, liquidity, operational, strategic and reputation risks. Additional factors include legal and regulatory environment risk, including legislative or regulatory developments in , Canada or globally, such as changes in fiscal and monetary policies, reporting guidance and liquidity regulatory guidance, or interpretations thereof, and amendments to or new interpretations of capital guidelines, and environmental risk, which is the risk of financial, operational or reputation loss for Caisse centrale as a result of environmental impacts or issues, whether they are a result of Caisse centrale’s credit or investment activities or its operations. Another such factor is the risk related to pension plans, which is the risk of losses resulting from pension plan commitments made by Caisse centrale to the benefit of its employees arising primarily from interest rate, price, foreign exchange and longevity risks.

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Other factors that can influence the accuracy of the forward-looking statements in this Annual Information Form include factors related to the economic and business conditions in the regions in which Caisse centrale operates; changes in economic and financial conditions in Quebec, Canada or elsewhere in the world including short- and long-term interest rates, inflation, changes in debt security markets, foreign exchange rates, financial market volatility and the tightening of liquidity in certain markets, the strength of the economy, and Caisse centrale’s business volume in a given region. Further examples of such factors are monetary policies, competition, amendments to standards, legislation and regulations, the accuracy and completeness of information about customers and counterparties, Caisse centrale’s accounting policies, new products and services intended to maintain or expand Caisse centrale’s market shares, the ability to recruit and retain key senior executives, including executive officers, commercial infrastructure, geographical concentration, social media and credit ratings.

Other factors that could influence the accuracy of the forward-looking statements in this Annual Information Form include amendments to tax laws, unexpected changes in consumers’ spending and saving habits, technological developments, the ability to implement Caisse centrale’s disaster recovery plan within a reasonable time, the potential business impact of international conflicts or natural disasters, and Caisse centrale’s ability to anticipate and effectively manage the risks associated with those factors, despite a disciplined risk management environment.

It is important to note that the above list of factors that could influence future results is not exhaustive. Other factors could adversely affect the results of Caisse centrale. Additional information on these and other factors is found in Section 4.0, “Risk management”, of the MD&A in the Annual Report. Although Caisse centrale believes that the expectations expressed in these forward-looking statements are reasonable, it can give no assurance that they will prove to be correct. Caisse centrale cautions readers not to place undue reliance on the forward-looking statements when making decisions. Readers should carefully consider such risk factors as well as other uncertainties and potential events before relying on these forward looking statements.

The forward-looking statements contained in this Annual Information Form represent the point of view of management only on the date hereof, and are communicated to help readers understand and interpret the Caisse centrale’s balance sheet as at the dates indicated or the results for the periods ended on such dates, as well as its strategic priorities and objectives, and these statements may not be appropriate for other purposes. Caisse centrale does not undertake to update any verbal or written forward-looking statements that could be made from time to time by or on behalf of Caisse centrale, except as required under applicable securities legislation.

BUSINESS STRUCTURE

NAME, ADDRESS AND INCORPORATION

Created on June 22, 1979, Caisse centrale Desjardins du Québec is a governed by the Act respecting the Mouvement Desjardins, 2000 S.Q., c. 77, as amended, and by the Act respecting financial services , R.S.Q., c. C-67.3 (AFSC), as amended. Caisse centrale may also conduct its activities under the name “Caisse centrale Desjardins”.

Caisse centrale is part of the Mouvement des caisses Desjardins (Desjardins Group). The shares of Caisse centrale’s capital stock of are held primarily by the Fédération des caisses Desjardins du Québec (Federation) which, with its member caisses (caisses), is a full member of Caisse centrale.

Caisse centrale’s head office is located at 1170 Peel Street, Suite 600, , Quebec, Canada H3B 0B1. Additional information on its other establishments on pages 108, 109, 123 and 124 of the Annual Report are incorporated herein by reference.

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SUBSIDIARIES

Through its wholly-owned subsidiary Desjardins FSB Holdings, Inc. (a holding company incorporated under the laws of the State of Delaware, USA), Caisse centrale holds all of the capital stock of Desjardins Bank, National Association (incorporated under the federal laws of the United States) and of Desjardins Florida Center, Inc. (incorporated under the laws of the State of Delaware, USA). Caisse centrale also operates a branch in the State of Florida, Caisse centrale Desjardins U.S. Branch, which is incorporated under the federal laws of the United States and wholly-owned.

GENERAL DEVELOPMENT OF THE BUSINESS

RECENT DEVELOPMENTS

On January 19, 2016, Caisse centrale issued variable-rate medium-term notes in the European market under its global multi-currency medium-term note program for a total value of €1.0 billion. These notes will mature on January 19, 2018.

FISCAL 2015

In 2015, Caisse centrale Desjardins participated in new issues of the Mortgage-Backed Securities Program under the National Housing Act (NHA), with a total participation of $1.4 billion for the year. During the same period, it carried out three offerings through its multi-currency medium-term note program, consisting of a €1.3 billion offering in the European market, a US$1.0 billion offering in the U.S. market, as well as a $1.5 billion offering of medium-term notes in the Canadian market. In addition, during the fiscal year, Caisse centrale Desjardins carried out an issuance of covered bonds in the European market for a total value of €1.0 billion.

To maintain solid capital levels, Caisse centrale made an issuance of Class A capital shares in the amount of $300 million during the second quarter of 2015. Caisse centrale is among the best capitalized financial institutions in Canada. As at December 31, 2015, its Tier 1A, Tier 1 and total capital ratios, measured under the requirements set out in A global regulatory framework for more resilient banks and banking systems (Basel III), stood at 15.0%, 14.9% and 15.5%, respectively.

Caisse centrale reported a net income of $228.1 million for fiscal 2015, up $38.1 million or 20.1% from fiscal 2014. This performance stems from revenue growth in the Business and Institutional Services and Desjardins Group Treasury segments, and takes into account investments in technology projects included in the $26.3 million increase in non-interest income. The increase in net income is also due to the decrease in the provision for credit losses.

Caisse centrale’s contribution to the Desjardins network consists of remuneration on capital stock and other payments to the Desjardins network. The contribution increased from $219.7 million in 2014 to $269.7 million at the end of fiscal 2015, owing largely to the higher amount reported as remuneration on capital stock as a result of the growth in net income for the fiscal year.

As at December 31, 2015, Caisse centrale’s total assets amounted to $51.8 billion, up $7.5 billion or 17.0% from the December 31, 2014 level. This progression is attributable to the increase in the portfolio of net loans and derivative financial instruments.

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FISCAL 2014

On January 31, 2014, Caisse centrale filed a base shelf prospectus with the Irish Stock Exchange and the Central Bank of Ireland to have the covered bonds issued under Caisse centrale’s Legislative Covered Bond Program listed on the Irish Stock Exchange, which program was added to the registry of Canada Mortgage and Housing Corporation on January 29, 2014. Accordingly, in 2014, Caisse centrale completed two covered bond issues in the European market for a total value of €2.0 billion. During that period, Caisse centrale also issued US$275.0 million in medium-term notes on the U.S. market, $700.0 million in medium-term notes on the Canadian market, and US$1.3 billion through its multi-currency medium-term note program. Also during the year, Caisse centrale Desjardins participated in issues under the Mortgage- Backed Securities Program NHA, with a total participation of $1.6 billion for the year.

To maintain solid capital levels, Caisse centrale made an issuance of Class A capital shares in the total amount of $600 million during the first and fourth quarters of 2015. As at December 31, 2014, its Tier 1A, Tier 1 and total capital ratios, measured under the Basel III regulatory framework, stood at 13.8%, 13.8% and 14.3%, respectively.

Caisse centrale reported net income of $190.0 million for fiscal 2014, up $22.1 million or 13% from fiscal 2013. This performance is the result of revenue growth in the Business and Institutional Services and Desjardins Group Treasury segments, and is all the more remarkable since it was achieved despite a $26.0 million increase in the provision for credit losses resulting from growth in the loan portfolio.

Caisse centrale’s contribution to the Desjardins network consists of remuneration on capital stock and other payments to the Desjardins network. The contribution increased to $219.7 million at the end of fiscal 2014 from $201.1 million in 2013 owing largely to the higher amount reported as remuneration on capital stock as a result of the growth in net income for the fiscal year.

Caisse centrale’s total assets amounted to $44.3 billion as at December 31, 2014, up $9.5 billion from the December 31, 2013 level. This progression is mainly attributable to the increase in the portfolio of net loans, particularly loans made to the members and other entities of the Desjardins network.

On December 19, 2014, the agreement under which the member federations of Caisse centrale undertook to maintain Caisse centrale’s total capital at an amount that allows its capital ratio to be maintained at a minimum level which corresponds to established standards was replaced by a new agreement. This new agreement aims to fully integrate new Basel III rules and also take into account regulatory changes applicable to financial services cooperatives designated as domestic systemically important financial institutions.

Accordingly, under this new agreement, the Fédération des caisses Desjardins du Québec and the Fédération des caisses populaires de l’ Inc. undertake to maintain the capital base of Caisse centrale at a level that allows it to maintain its ratios above the following thresholds: Leverage ratio: minimum ratio of 0.5% above the minimum regulatory ratio Tier 1a capital ratio: 8% Tier 1 capital ratio: 9.5% Total capital ratio:11.5%

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This agreement aims to integrate the Basel III capitalization rules developed by the Bank for International Settlements and applicable to the Desjardins Group since January 2013. The agreement also takes into account regulatory changes applicable to financial services cooperatives designated as domestic systemically important financial institutions with respect to capital base adequacy. The 1993 capital maintenance agreements had become obsolete and required updating mainly due to changes in the definitions and minimum required capital ratios. The capital maintenance agreement signed by the Federation and the Fédération des caisses populaires de l’Ontario Inc. on December 19, 2014, is available on the SEDAR website (www.sedar.com).

FISCAL 2013

In 2013, Caisse centrale participated in new issues under the Mortgage-Backed Securities Program NHA, with a total participation of $1.7 billion for the year. During the same period, it carried out offerings through its multi-currency medium-term note program, consisting of a $2.2 billion offering of medium-term notes in the Canadian market and a US$500.0 million offering.

To maintain solid capital levels, Caisse centrale made an issuance of Class A capital shares in the total amount of $300.0 million during the second quarter of 2013. As at December 31, 2013, its Tier 1A, Tier 1 and total capital ratios, measured under the Basel III regulatory framework, stood at 14.5%, 14.5% and 15.1%, respectively.

Caisse centrale reported net income of $168.7 million for fiscal 2013, up $24.1 million or 17% from fiscal 2012, driven by revenue growth in the Business and Institutional Services segment compared with the previous year as well as the sound performance of arbitrage activities.

Caisse centrale’s contribution to the Desjardins network consists of remuneration on capital stock and other payments to the Desjardins network. The contribution increased to $201.1 million at the end of fiscal 2013 from $183.3 million in 2012 owing largely to the higher amount reported as remuneration on capital stock as a result of the growth in net income for the fiscal year.

As at December 31, 2013, Caisse centrale’s total assets amounted to $34.8 billion, up $5.5 billion from the December 31, 2012 level. This progression is mainly attributable to the increase in the portfolio of net loans, particularly loans made to the members and other entities of the Desjardins network.

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DESCRIPTION OF THE BUSINESS

Caisse centrale is a cooperative institution that provides financial services to Desjardins Group, governments, public and parapublic sector institutions, individuals as well as medium-sized and large businesses. It meets the needs of the Federation, Desjardins Group caisses and other Desjardins Group components. Caisse centrale’s mandate is to provide institutional funding for the Desjardins network and to act as financial agent, in particular by supplying interbank exchange services, including clearing house settlements. Caisse centrale’s activities in Canadian and international markets complement those of other Desjardins Group entities. The Desjardins network consists of the components of Desjardins Group and other related entities. Caisse centrale had 408 employees as at December 31, 2015.

Information describing the business on pages 12-23 of the MD&A in the Annual Report is incorporated herein by reference.

BUSINESS SEGMENTS

Caisse centrale conducts its activities in three segments, providing different services and using separate strategies:

● Business and Institutional Services segment: This is the segment responsible for developing and marketing the Business and Institutional Services offering. It is also responsible for distributing a range of financial products and services, including financing in the form of lines of credit and term loans to public and parapublic entities and businesses. This segment also includes cross-border financings to clients of the U.S. branch. In the corporate market, where Caisse centrale focuses on the service and manufacturing sectors, many of its teams specialize in agrifood, forest products, communications, energy, real estate, steel and transportation.

● Desjardins Group Treasury segment: Caisse centrale acts as the financial agent and treasurer of Desjardins Group. Caisse centrale is Desjardins Group’s direct clearer at the Canadian Payments Association and at The Canadian Depository for Securities Limited (CDS) which provide clearing settlements for payment instruments and securities transactions in Canada.

Caisse centrale supplies Desjardins Group with refinancing and also provides various treasury products. It obtains its funds principally from depositors from the short-, medium- and long-term Canadian and international capital markets. Under the Act respecting the Mouvement Desjardins, Caisse centrale may not receive deposits from individuals. The Desjardins Group Treasury segment is also in charge of asset/liability management for Caisse centrale, securities and financial derivative instrument portfolio management and cash management for Desjardins Group. As Desjardins Group treasurer, Caisse centrale develops and implements liquidity management and asset/liability matching strategies.

This segment also grants financing in the form of lines of credit and term loans to members and other entities of Desjardins Group.

● Other segment: This segment comprises the activities of the U.S. subsidiary, Desjardins FSB Holdings Inc. through which Desjardins Bank, National Association, which is headquartered at Hallandale Beach in Florida, provides U.S. personal banking services.

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For segment analysis of Caisse centrale’s activities, see the information on pages 14 and 15 of the MD&A in the Annual Report which is incorporated herein by reference. Also, for a summary of Caisse centrale’s financial results by business segment, see the information appearing on page 14 of the MD&A in the Annual Report, Table 5, “Net Interest Income and Other Income by Business Segment”, and on page 105 of the notes to the consolidated financial statements in the Annual Report, which is incorporated herein by reference.

REGULATORY CAPITAL AND CAPITAL MANAGEMENT

Information on regulatory capital and capital management on pages 20-22 of the MD&A in the Annual Report and on pages 97 and 98 of the notes to the consolidated financial statements in the Annual Report is incorporated herein by reference.

REGULATION AND CONTROL

Caisse centrale’s activities are governed by the Act respecting financial services cooperatives (AFSC) and an Act respecting the Mouvement Desjardins. The Minister of Finance of Quebec is responsible for the application of the AFSC and the AMF is in charge of its administration. The AMF is the main government authority that supervises and oversees deposit-taking institutions (other than banks) operating in Quebec and governed by a law of that province, including the caisses and Caisse centrale. On December 5, 2013, the Minister of Finance and the Economy of Quebec at the time submitted the Report on the application of An Act respecting financial services cooperatives to the National Assembly. This report sets out the proposals that will serve as benchmarks for the amendments to the current legislative framework aimed at adapting it to the changing realities of financial services cooperatives as well as the requirements under new international standards imposed on financial institutions. The bill amending the legislative framework is currently expected to come into force in 2016.

Desjardins Bank, National Association is licensed with and supervised by the Office of the Comptroller of the Currency (OCC), an independent branch of the U.S. Department of the Treasury. Caisse centrale’s U.S. operations are subject to the supervisory and regulatory authority of the Board of the Governors of the Federal Reserve System under the U.S. International Banking Act of 1978 due to the fact that its wholly-owned subsidiary, Desjardins FSB Holdings Inc., is a bank holding company. Federal Reserve policies require Caisse centrale to be a source of financial strength for Desjardins Bank, National Association. U.S. federal legislation limits the ability of Desjardins Bank, National Association to engage in certain transactions with the affiliated entities of Desjardins Group. Any such transaction is limited to 10% of Desjardins Bank, National Association’s capital and the aggregate of these transactions may not exceed 20% of its capital. These transactions must also be on terms as favourable to Desjardins Bank, National Association as those entered into with non-affiliates. Caisse centrale Desjardins U.S. Branch is also licensed with and supervised by the OCC under the provisions of the International Banking Act of 1978.

Additional information on regulation and control on pages 8 to 9, 45 and 46 of the MD&A in the Annual Report and on pages 108 and 109 in the Annual Report is incorporated herein by reference.

LOANS

Information on loans on pages 28-32 of the MD&A in the Annual Report and on pages 67, 68 and 83 of the notes to the consolidated financial statements in the Annual Report is incorporated herein by reference.

RISK FACTORS

Information on risk factors on pages 24-45 of the MD&A in the Annual Report is incorporated herein by reference.

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DIVIDENDS AND DISTRIBUTIONS

An amount of $226.9 million was declared as interests on subscribed and paid-up capital shares as at December 31, 2015. An amount of $177.8 million was declared as interest on subscribed and paid-up capital shares for the year ended December 31, 2014 and $162.2 million for the year ended December 31, 2013. Additional information on dividends and distributions on page 16 of the MD&A in the Annual Report is incorporated herein by reference.

CAPITAL STRUCTURE

GENERAL DESCRIPTION

Information on capital structure on page 96 of the notes to the consolidated financial statements in the Annual Report and on pages 108 and 109 in the Annual Report is incorporated herein by reference.

CREDIT RATINGS

Caisse centrale’s credit ratings impact its capacity to access sources of financing from financial markets, as well as the terms of such financing. They strengthen Desjardins Group’s credibility and reputation among institutional investors and counterparties.

The rating agencies assign credit ratings and the related outlooks based on their own methodologies, which include a number of evaluation criteria such as asset capitalization and the quality of assets, but also factors which are beyond Desjardins Group’s control. The agencies evaluate Desjardins Group primarily on a combined basis because the credit ratings of Caisse centrale are backed by Desjardins Group’s financial strength. The agencies recognize Desjardins Group’s capitalization, the stability of its operating surplus earnings, its significant market shares in Quebec and the quality of its assets.

During 2015, rating agencies Fitch, DBRS, Moody’s and Standard & Poor’s (S&P) all confirmed the credit ratings for securities issued by Caisse centrale. On January 25, 2016, Fitch once again confirmed the ratings with a stable outlook.

On May 20, 2015, DBRS revised downwards the outlook for Caisse centrale ratings from “stable” to “negative”, as with the ratings of the six major Canadian banks. Moody’s outlook has been “negative” since June 11, 2014 for Caisse centrale and the six major Canadian banks.

DBRS and Moody’s justify their decision to apply a “negative” outlook to Desjardins Group ratings, and to those of the six major Canadian banks, based on the uncertainty as to whether the Canadian federal government will continue to support systematically important financial institutions through its proposed federal bail-in policy regime.

On December 11, 2015, S&P revised the outlook for the ratings for Caisse centrale and the six major Canadian banks from “negative” to “stable”. S&P, along with Moody’s and DBRS, gave these ratings a negative outlook, in August 2014 for the six major Canadian banks and in June 2015 for Caisse centrale, based on the possibility that the Canadian government could implement a “bail-in” regime. S&P continues to believe that government support for systemically important financial institutions should be reduced. However, the agency maintains that this change will occur on a longer timeline than originally thought.

Furthermore, Fitch confirmed its AAA rating with a “stable” outlook for Caisse centrale’s covered bond programs on March 10, 2015 and June 12, 2015, for the Structured Program and the Legislative Program respectively. On November 25, 2015, Moody’s and Fitch confirmed an Aaa rating for the covered bonds issued on the same date in the European market under the Legislative Program for a total value of €1 billion.

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Caisse centrale continues to boast credit ratings that are among the best of the major Canadian and international banking institutions.

The following table shows the ratings for the outstanding securities of Caisse centrale assigned by these agencies as at the date of this Annual Information Form:

Standard & DBRS Moody’s Fitch Poor’s Caisse centrale Short term R-1 (high) A-1 P-1 F1+ Medium and long term, senior AA A+ Aa2 AA- Outlook Negative Stable Negative Stable Rank (1) 2/10 3/10 2/9 2/10

(1) Rank out of all assignable ratings for long-term debt securities (descending order, 1 being the highest rank).

A definition of the categories of each rating has been obtained from the respective rating agency’s website and is outlined in Schedule A to this Annual Information Form. Further information may be obtained from the applicable rating agency.

Credit ratings are intended to provide investors with an independent assessment of the credit quality of an issuance of securities. It is recommended that prospective purchasers of Caisse centrale notes consult the rating agencies to familiarize themselves with the interpretation and significance of the provisional ratings shown above. The above ratings should not be construed as recommendations to buy, sell or hold on to the Caisse centrale notes. Ratings may be revised or withdrawn at any time by the rating agency. As is customary, Caisse centrale paid fees to the aforementioned credit rating agencies for credit rating services rendered, and other rating agencies received fees for other services rendered during the two last financial years. Caisse centrale expects to pay similar fees to them in the future.

Additional information on credit ratings on page 38 of the MD&A in the Annual Report is incorporated herein by reference.

MARKET FOR SECURITIES

On July 23, 2015, Caisse centrale filed a base shelf prospectus with the Irish Stock Exchange and the Central Bank of Ireland to have the covered bonds issued under the Caisse centrale Legislative Covered Bond Program listed on the Irish Stock Exchange. This program was added to the registry of Canada Mortgage and Housing Corporation on January 29, 2014. On November 25, 2015, Caisse centrale issued covered bonds under this program in the European market for a total value of €1 billion. These notes have a 0.375% coupon rate and will mature on November 25, 2020.

On March 2, 2015, Caisse centrale issued 15,000,000 medium-term notes in the Canadian market under its Canadian medium-term note program at a price of C$100 each for a total value of C$1.5 billion. These notes have a 1.748% coupon rate and will mature on March 2, 2020. The medium-term notes issued by Caisse centrale in Canada under its Canadian medium-term note program are not listed on any stock exchange or similar market for securities. Caisse centrale does not file a prospectus for the Canadian medium-term note program as it benefits from specific statutory exemptions in this respect.

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On April 2, 2014, Caisse centrale also filed a base shelf prospectus with the Irish Stock Exchange and the Central Bank of Ireland to have the medium-term notes issued under its global multi-currency medium-term note program listed on the Irish Stock Exchange. On January 20, 2015, Caisse centrale issued variable- rate medium-term notes in the European market under its global multi-currency medium-term note program for a total value of €500 million. These notes will mature on January 20, 2020. These notes are listed on the Irish Stock Exchange. On January 29, 2015, Caisse centrale issued in the U.S. market medium-term notes with a coupon rate of 1.75% for a total value of US$750 million and medium-term notes with a variable rate for a total value of US$250 million. These notes will mature on January 29, 2018. They were issued under a private placement. On September 15, 2015, Caisse centrale issued variable-rate medium- term notes in the European market under its global multi-currency medium-term note program for a total value of €750 million. These notes will mature on September 15, 2017. These notes are listed on the Irish Stock Exchange.

Moreover, on June 26, 2015, Caisse centrale issued to the Federation and the Fédération des caisses populaires de l'Ontario Inc. a total of 300,000 Class A Capital shares, each with a coupon value of C$1,000 for a total amount of C$300 million. These capital shares are not listed on any stock exchange or similar market for securities.

Additional information on Caisse centrale’s refinancing programs on pages 36-38 of the MD&A of the Annual Report is incorporated herein by reference.

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The following table shows, for the indicated periods of the fiscal year ended December 31, 2015, the range of market prices traded on the London Stock Exchange’s Main Market in the United Kingdom for the covered bonds issued by Caisse centrale on March 24, 2011 and March 6, 2012, in addition to the range of market prices traded on the Irish Stock Exchange’s Main Securities Market for corporate debt for the covered bonds issued by Caisse centrale on March 11, 2014, October 22, 2014 and November 25, 2015, and for the medium-term notes issued by Caisse centrale on January 20, 2015 and September 15, 2015.

1.600% 1.125% 2.550% Variable rate 0.375% Variable rate 0.375% Note Note Note maturing Note maturing Note maturing Note maturing Note maturing maturing maturing 2016-03-24 on 2017-09-15 2019-10-22 on 2020-01-20 2020-11-25 2017-03-06 2019-03-11 US$ EUR EUR EUR EUR US$ EUR Month 2015 January High 102.405 101.425 (1) 103.619 100.253 100.133 (2) Low 102.221 100.917 (1) 103.321 99.831 100.029 (2) Closing 102.293 101.425 (1) 103.497 100.182 100.122 (2) February High 102.268 101.420 (1) 103.866 100.787 100.371 (2) Low 102.023 101.030 (1) 103.482 100.152 100.116 (2) Closing 102.051 101.158 (1) 103.840 100.758 100.371 (2) March High 102.009 101.290 (1) 103.923 100.970 100.452 (2) Low 101.917 100.985 (1) 103.697 100.565 100.349 (2) Closing 101.926 101.290 (1) 103.923 100.970 100.441 (2) April High 101.944 101.375 (1) 104.142 101.319 100.593 (2) Low 101.763 101.175 (1) 103.791 100.889 100.394 (2) Closing 101.763 101.175 (1) 103.791 100.889 100.528 (2) May High 101.753 101.275 (1) 103.759 100.845 100.657 (2) Low 101.601 101.085 (1) 103.477 100.479 100.422 (2) Closing 101.612 101.163 (1) 103.664 100.767 100.631 (2) June High 101.585 101.133 (1) 103.602 100.674 100.667 (2) Low 101.403 100.878 (1) 102.885 99.762 100.403 (2) Closing 101.403 101.068 (1) 103.028 99.976 100.427 (2) July High 101.404 101.148 (1) 103.158 100.281 100.444 (2) Low 101.230 100.888 (1) 102.869 99.787 100.307 (2) Closing 101.254 100.973 (1) 103.157 100.270 100.339 (2) August High 101.244 101.003 (1) 103.217 100.444 100.376 (2) Low 101.065 100.783 (1) 103.021 100.151 100.260 (2) Closing 101.065 100.783 (1) 103.021 100.151 100.312 (2) September High 101.070 100.888 100.049 103.151 100.378 100.269 (2) Low 100.923 100.680 100.032 102.934 100.080 99.950 (2) Closing 100.923 100.888 100.032 102.988 100.168 99.950 (2) October High 100.913 101.115 100.045 103.261 100.601 99.914 (2) Low 100.749 100.770 100.027 102.923 100.119 99.687 (2) Closing 100.749 100.770 100.042 103.108 100.417 99.688 (2) November High 100.743 100,870 100.082 103.288 100.690 99.696 100.075 Low 100.578 100.548 100.036 103.000 100.269 99.668 99.901 Closing 100.578 100.548 100.069 103.222 100.669 99.693 100.052 December High 100.572 100.610 100.103 103.321 100.789 99.758 100.203 Low 100.376 100.320 100.060 102.659 100.102 99.643 99.248 Closing 100.376 100.375 100.061 102.747 100.150 99.661 99.341

(1) Issue completed on September 15, 2015 (2) Issue completed on November 25, 2015

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DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

The following table shows, as at the date of this Annual Information Form, the name, province and country of residence, and position held with Desjardins Group, and the principal positions of each director of Caisse centrale during the past five years, as well as the period or periods during which each director of Caisse centrale has served as a director, and the committees or commissions on which each director has served. Except for the Chair of the Board, President and Chief Executive Officer of Desjardins Group, directors are elected for a three-year term and may be re-elected provided they are officers of their caisses. The Board of Directors has however adopted a voluntary limitation of four combined terms. Transitional measures were implemented to ensure continuing governance of Caisse centrale. Their term expires at the end of the annual general meeting of members. The Chair of the Board, President and Chief Executive Officer of Desjardins Group is elected for a four-year term and may be re-elected for an additional four-year term only. The members of the Board of Directors of Caisse centrale are the same as those of the Federation, Capital Desjardins inc. and Desjardins Trust Inc., with the addition of Stéphane Achard, who is a director of Desjardins Trust Inc. Michel Allard and Benoît Turcotte are managing directors of the Board of Directors of the Federation and Caisse centrale and, as such, cannot vote at meetings.

Beginning Name, province and country Position held within End of term Principal positions of term of residence Desjardins Group (yyyy-mm-dd) (yyyy-mm-dd) BARIL, Jacques(2) President, Regional Retired from the education 2001-07-01 2005-04-02 Quebec, Canada Council - Est de Montréal sector since 2010 2005-04-02 2008-03-29 Chair, Investment Previously: Assistant 2008-03-29 2011-03-26 Commission of the Director - Administration, 2011-03-26 2014-03-28 Federation Commission scolaire de la 2014-03-28 2017-03-28 Pointe-de-l’Île BÉLANGER, Annie P.(1) President, Regional Retired from the education 2013-04-06 2016-04-06 Quebec, Canada Council - Bas-Saint-Laurent sector since 2003 and Gaspésie – Îles-de-la- Madeleine Chair of the Board of Directors of Développement international Desjardins inc. BOULERICE, Donat(2) President, Regional Teacher, University of 2010-04-17 2013-04-06 Ontario, Canada Council - Ontario Ottawa 2013-04-06 2016-04-06

CHAMBERLAND, Serges(1)(4) President, Regional Retired from the municipal 2006-03-25 2008-03-29 Quebec, Canada Council - Saguenay-Lac- sector since 2011 2008-03-29 2011-03-26 Saint-Jean, Charlevoix and 2011-03-26 2014-03-28 Côte-Nord Previously: Assistant General Manager, Ville de 2014-03-28 2017-03-28 Saguenay CHEVALIER, Carole President, Regional General Manager of Centre 2011-03-26 2014-03-28 Quebec, Canada Council - Mauricie d’action bénévole du 2014-03-28 2017-03-28 Rivage DESSUREAULT, Sylvain General Manager, Caisse General Manager, Caisse 2013-04-06 2016-04-06 Quebec, Canada Desjardins du Mont-Saint- Desjardins du Mont-Saint- Bruno Bruno FORAND, Luc (2) President, Regional Businessman 2014-03-28 2017-03-28 Quebec, Canada Council - Richelieu-Yamaska GAGNÉ, André(2) President, Regional Member of the Ordre des 2001-07-01 2004-03-27 CPA, CGA Council - Québec-Est comptables professionnels 2004-03-27 2007-03-31 Quebec, Canada agréés du Québec Chair of the Audit and 2007-03-31 2010-03-27 Inspection Commission of Retired from the Quebec 2010-03-27 2013-04-06 the Federation and Caisse Ministère du Revenu since 2013-04-06 2016-04-06 centrale 2000

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Beginning Name, province and country Position held within End of term Principal positions of term of residence Desjardins Group (yyyy-mm-dd) (yyyy-mm-dd) GENEST, Yves General Manager, General Manager, 2013-04-05 2016-04-06 Quebec, Canada Caisse populaire Desjardins Caisse populaire de Montmagny Desjardins de Montmagny Previously: General Manager, Caisse populaire Desjardins des Abénakis HAWTHORN, Neil(5)(7) General Manager, General Manager, 2015-03-28 2018-03-28 Quebec, Canada Caisse Desjardins Saint- Caisse Desjardins Saint- Eustache—Deux Montagnes Eustache—Deux Montagnes LAFORTUNE, Andrée President, Regional Fellow of the Ordre des 2001-07-01 2004-03-27 FCPA, FCA Council - Ouest de Montréal comptables professionnels 2004-03-27 2007-03-31 agréés du Québec Quebec, Canada President, Risk Management 2007-03-31 2010-03-27 Commission of the Professor, HEC Montréal 2010-03-27 2013-04-06 Federation and Caisse 2013-04-06 2016-04-06 centrale LAPORTE, Jean-Robert President, Regional Lawyer 2013-04-06 2016-04-06 Quebec, Canada Council - Lanaudière Roy, Laporte Inc. LAROUCHE, Sylvie President, Regional Retired from the federal 2012-01-18 2013-04-06 Quebec, Canada Council - Québec-Ouest and civil service since 2010 2013-04-06 2016-04-06 Rive-Sud Previously: Regional Manager, Accounting and Acquisitions, Fisheries and Oceans Canada LAUZON, Marcel(3) President, Regional Retired from the education 2001-07-01 2003-03-28 Quebec, Canada Council - Laval-Laurentides sector since 2001 2003-03-28 2006-03-25 Chair, Board of Directors, 2006-03-25 2009-03-28 Desjardins General 2009-03-28 2012-03-31 Group Inc. 2012-03-31 2015-03-28 2015-03-28 2018-03-28 LEROUX, Monique F.(1)(3) Chair of the Board, Fellow of the Ordre des 2008-03-29 2012-03-31 C.M., O.Q., FCPA, FCA President and Chief comptables professionnels 2012-03-31 2016-04-08 Quebec, Canada Executive Officer of agréés du Québec Desjardins Group Chair of the Board, Chair of the Board of the President and Chief Federation and Caisse Executive Officer of centrale Desjardins Group Chair of the Executive Committee of the Federation Chair of the Governance Commission of the Federation and Caisse centrale Chair of the Human Resources Commission of the Federation

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Beginning Name, province and country Position held within End of term Principal positions of term of residence Desjardins Group (yyyy-mm-dd) (yyyy-mm-dd) PARÉ, Denis(1)(3) President, Regional Notary partner 2001-07-01 2003-03-28 Quebec, Canada Council - Cantons-de-l’Est Paré Tanguay S.E.N.C. 2003-03-28 2006-03-25 Vice-Chair of the Board of 2006-03-25 2009-03-28 Directors of the Federation 2009-03-28 2012-03-31 and Caisse centrale 2012-03-31 2015-03-28 Chair of the Committee on 2015-03-28 2018-03-28 the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group Chair of the Federation’s Cooperation and Network Liaison Commission RAÎCHE, Alain(1) General Manager, Caisse General Manager, Caisse 2009-12-07 2011-03-26 Quebec, Canada Desjardins Pierre-Le- Desjardins Pierre-Le- 2011-03-26 2014-03-28 Gardeur Gardeur 2014-03-28 2017-03-28 Previously: General Manager, Caisse Desjardins Les Méandres ROUSSEAU, Serge(4) President, Regional General manager, CPE 2014-03-28 2017-03-28 Quebec, Canada Council - Kamouraska and Parc-en-ciel and Chaudière-Appalaches coordinating office for home-based child care in the Appalaches and family services SAINT-PIERRE BABIN, President, Regional Lawyer 2001-07-01 2005-04-02 (1)(3) Sylvie Council - Outaouais, 2008-03-29 2011-03-26 Quebec, Canada Abitibi-Témiscamingue and 2014-03-28 2017-03-28 Nord-du-Québec

SAVARD, Christian(4)(6) President, Centre-du- General Manager, 2015-03-28 2018-03-28 Quebec, Canada Québec Regional Council Conférence régionale des élus de la Mauricie TOURANGEAU, Serge(4) President, Regional Retired from the Quebec 2006-03-25 2009-03-28 Quebec, Canada Council - Group Caisses Ministère de l’Agriculture, 2009-03-28 2012-03-31 des Pêcheries et de 2012-03-31 2015-03-28 Chair of the Board of l’Alimentation since 2005 Directors of Desjardins 2015-03-28 2018-03-28 Securities Inc. VINET, Yvon(1) President, Regional Notary partner 2009-03-28 2012-03-31 Quebec, Canada Council - Rive-Sud de Les Notaires Lupien, 2012-03-31 2015-03-28 Montréal Patenaude, Vinet, 2015-03-28 2018-03-28 Secretary of the Board of Gougeon, Monette Inc. Directors of the Federation and Caisse centrale Chair of the Board of Directors of Desjardins Financial Security, Life Assurance Company

(1) Member of the Executive Committee of Caisse centrale (seven members). (2) Member of the Audit Commission of Caisse centrale (five members).* (3) Member of the Governance Commission of Caisse centrale (five members).* (4) Member of the Risk Management Commission of Caisse centrale (five members).**

* The fifth member is Benoît Turcotte, managing director. Also, Alain Raîche is an observer on the Audit Commission of Caisse centrale. ** The fifth member is Michel Allard, managing director. Also, André Gagné and Yves Genet are observers on the Risk Management Commission of Caisse centrale.

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EXECUTIVE OFFICERS

The table below sets shows, as at the date of this Annual Information Form, the name, province and country of residence, and position held within Caisse centrale as well as the principal positions held within Caisse centrale by the executive officers of Caisse centrale, both current and those of the past five years.

Name, province and Position held within Principal positions country of residence Caisse centrale

LEROUX, Monique F. Chair of the Board and Chief Executive Officer Chair of the Board, President and Chief Executive C.M., O.Q. FCPA, FCA Officer of Desjardins Group Quebec, Canada

PARÉ, Denis Vice-Chair of the Board of Directors Notary partner Quebec, Canada Paré Tanguay Notaires inc.

VINET, Yvon Secretary of the Board of Directors Notary partner Quebec, Canada Les Notaires Lupien, Patenaude, Vinet, Gougeon, Monette Inc.

ACHARD, Stéphane Senior Vice-President, Business and Senior Vice-President and General Manager, Quebec, Canada Institutional Services Business and Institutional Services and Card and Payment Services, Desjardins Group President and Chief Executive Officer, Desjardins Trust Inc. Co-Chief Operating Officer of Desjardins Securities Inc. Previously: various positions within Desjardins Group BÉCHARD, Sylvie Vice-President, Finance and Administration Vice-President, Business and Institutional Services FCPA, FCMA and Card and Payment Services, Desjardins Group Quebec, Canada Previously: various positions within Desjardins Group

BELLEMARE, Réal Senior Vice-President, Operations and Senior Vice-President, Desjardins Group Operations Quebec, Canada Performance and Performance Previously: various positions within Desjardins Group CHAMPOUX, Francine Chief Risk Officer Chief Risk Officer, Desjardins Group Quebec, Canada Previously: various positions within Desjardins Group

COULOMBE, Renaud General Counsel General Counsel, Desjardins Group Quebec, Canada

DESCÔTEAUX, Jacques Chief Treasurer Chief Treasurer, Desjardins Group Quebec, Canada Previously: various positions within Desjardins Group

DUPUIS, Daniel Senior Vice-President and Chief Financial Senior Vice-President, Finance and Chief Financial CPA, CA Officer Officer, Desjardins Group Quebec, Canada Previously: various positions within Desjardins Group GAUVIN, L.-Daniel General Manager Senior Vice-President and General Manager of Quebec, Canada Caisse centrale and Capital Desjardins inc. Previously: various positions within Desjardins Group LEPROHON, Alain Vice-President, Financial Disclosure Vice-President, Finance, Desjardins Group CPA, CA Previously: various positions within Desjardins Group Quebec, Canada

PERREAULT, Sylvain Vice-President and Chief Compliance Officer Chief Compliance Officer, Desjardins Group Quebec, Canada Previously: various positions within Desjardins Group

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SECURITIES HELD BY DIRECTORS OR EXECUTIVE OFFICERS

As at the date of this Annual Information Form, none of the directors or executive officers holds or exercises any control, directly or indirectly, over any voting security of the Caisse centrale and its subsidiaries.

CEASE TRADE ORDERS OR BANKRUPTCIES

None of our directors or executive officers is, as at the date of this Annual Information Form, or has been, within 10 years before the date of this Annual Information Form, a director, Chief Executive Officer or CFO of any company (including Caisse centrale) that (1) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, Chief Executive Officer or CFO; or (2) was subject to an order that was issued after the director or executive officer ceased to be a director, Chief Executive Officer or CFO and which resulted from an event that occurred while that person was acting in the capacity as a director, Chief Executive Officer or CFO.

For the purposes of the paragraph above, “order” means: (1) a cease trade order; (2) an order similar to a cease trade order; or (3) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

No director or executive officer of Caisse centrale or shareholder holding a sufficient number of securities to affect materially the control of Caisse centrale (1) is, as at the date of this Annual Information Form, or has been within the 10 years before the date of this Annual Information Form, a director or executive officer of Caisse centrale or any other company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (2) has within the 10 years before the date of this Annual Information Form become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold his or her assets, with the exception of Monique F. Leroux, who was a director of Quebecor World Inc. for part of the 12 months before the company applied for and received protection under the Companies’ Creditors Arrangement Act on January 21, 2008.

PENALTIES OR SANCTIONS

No director or executive officer of Caisse centrale or a shareholder holding sufficient securities to materially affect the control of Caisse centrale has been subject to: a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered material by a reasonable investor making an investment decision.

CONFLICTS OF INTEREST

To the best of the knowledge of Caisse centrale, there are no existing or potential conflicts of interest between Caisse centrale and its directors, its executive officers or other officers or those of Caisse centrale’ subsidiaries, except that certain of Caisse centrale directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to Caisse centrale and their duties as a director or officer of such other companies. See “Transactions with Restricted Parties and Associates” and “Directors and Executive Officers” in this Annual Information Form.

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LEGAL PROCEEDINGS

Caisse centrale is party to various disputes and legal proceedings in the normal course of business in connection with its different products, services, investments and other activities. It is not possible at this time to assess the outcome of these disputes and proceedings, when they might be resolved or their potential impact on the financial position of Caisse centrale. In management’s opinion, the fair value of any contingent liability arising from such disputes and proceedings, insofar as it may be measured, could have an impact on the results of Caisse centrale for a given period, but would not have any significant adverse effect on its financial position.

MATERIAL CONTRACTS

Except otherwise indicated in this AIF, Caisse centrale is not a party to any material contracts entered into outside the normal course of business.

INTEREST OF EXPERTS

The accounting firm PricewaterhouseCoopers LLP is the auditor of Caisse centrale and has, as such, prepared the auditors’ report on the audited financial statements for the fiscal years ended December 31, 2015 and December 31, 2014, contained in the Annual Report. This firm is independent within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.

ADDITIONAL DISCLOSURE

OUTSTANDING SECURITIES AND PRINCIPAL HOLDERS

As at the date of this Annual Information Form, there were 3,087,203 Class A capital shares and 600 qualifying shares issued and outstanding of Caisse centrale. No Class B capital shares had been issued or were outstanding. Neither the Class A capital shares nor the qualifying shares carry the right to vote.

The following table sets forth information with respect to beneficial ownership of or control over more than 10% of the Class A capital shares of Caisse centrale:

Percentage of Name and address Number of Class A outstanding Class A capital shares held capital shares held

Fédération des caisses Desjardins du Québec 100 Rue des Commandeurs 2,930,630 94.93% Lévis, Quebec G6V 7N5

The balance of Class A capital shares are held by the Fédération des caisses populaires de l’Ontario Inc., Caisse Populaire Groupe Financier Ltée (an entity resulting from the merger between the caisses of and of the Fédération des caisses populaires du Manitoba) and the Fédération des caisses populaires acadiennes ltée.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Except for routine indebtedness (as described below), there is no outstanding indebtedness to Caisse centrale or its subsidiaries of current and former directors, executive officers, or employees of Caisse centrale, or associates of current and former directors and executive officers. Routine indebtedness includes: (1) loans made on terms no more favourable than loans to employees generally, for which the amount remaining unpaid does not exceed $50,000 at any time during the last completed fiscal year to any director, executive officer or proposed nominee together with his or her associate; (2) loans to full-time employees, fully secured against the mortgage on residence and not exceeding their annual salary; (3) loans, other than to full-time employees, on substantially the same terms available to members and clients with comparable credit and involving no more than the usual risk of collectability; and (4) loans for purchases on usual trade terms, or for ordinary travel or expense advances, or similar reasons, with repayment arrangements in accordance with usual commercial practices.

TRANSACTIONS WITH RESTRICTED PARTIES AND RELATED PARTIES

Information on transactions with related parties on page 46 of the MD&A in the Annual Report and on pages 106 and 107 of the notes to the consolidated financial statements in the Annual Report is incorporated herein by reference.

AUDITORS

In accordance with applicable legislation, each year Caisse centrale appoints an accounting firm to act as its auditor. On March 27, 2015, PricewaterhouseCoopers LLP, 1250 René-Lévesque Blvd. West, Suite 2500, Montreal, Quebec H3B 4Y1, was appointed auditor of Caisse centrale for the fiscal year ended December 31, 2015. PricewaterhouseCoopers LLP has been the Caisse centrale's auditor since 2002.

ADDITIONAL INFORMATION

Additional financial information is provided in the audited consolidated financial statements, the MD&A of Caisse centrale for its most recently completed fiscal year and in its Annual Report. Copies of such consolidated financial statements, the MD&A, the Annual Report and this Annual Information Form as well as any other document that is incorporated by reference may be obtained from the Secretary of Caisse centrale. When securities of Caisse centrale are in the course of a distribution pursuant to a short form prospectus or a preliminary short form prospectus has been filed in respect of a distribution of Caisse centrale’s securities, copies of the audited consolidated financial statements of Caisse centrale for the years ended December 31, 2015 and 2014 and the auditors’ report thereon and of any subsequent interim unaudited consolidated financial statements of Caisse centrale, this Annual Information Form and of any document incorporated by reference therein, the MD&A for the year ended December 31, 2015, the Annual Report of Caisse centrale and any other document that is incorporated by reference into the preliminary short form prospectus or the short-form prospectus may be obtained on request from the Secretary of Caisse centrale, at 1170 Peel Street, Suite 600, Montreal, Quebec H3B 0B1.

Additional information about Caisse centrale is available on SEDAR at www.sedar.com and on Caisse centrale’s website at www.desjardins.com/ccd, even though no information on that site is incorporated by reference into this Annual Information Form.

Caisse centrale does not prepare a proxy circular. Information concerning compensation and indebtedness of directors and senior officers, principal holders of Caisse centrale’s securities, options to purchase securities and interests of insiders in material transactions, where applicable, governance and the Audit Commission is contained hereinafter in this Annual Information Form.

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STATEMENT OF CAISSE CENTRALE’S EXECUTIVE OFFICER COMPENSATION

DESJARDINS GROUP COMPENSATION

Certain Desjardins Group components must comply with various disclosure obligations in respect of executive compensation. This is namely the case of the Federation, Caisse centrale and Capital Desjardins inc. Pursuant to Regulation 51-102 Respecting Continuous Disclosure Obligations, this Annual Information Form discloses the Caisse centrale’s Named Executive Officers compensation.

Certain Caisse centrale Named Executive Officers are also Named Executive Officers of the Federation and/or Capital Desjardins inc. This Annual Information Form reflects the compensation paid to Named Executive Officers of Caisse centrale for all their functions within Desjardins Group.

COMPENSATION THAT REFLECTS THE SIGNIFICANCE OF DESJARDINS GROUP AND ITS MAJOR ACHIEVEMENTS

In 2015, Desjardins Group’s executive compensation was based not only on Desjardins Group’s financial performance, but also on member and client experience and its cooperative achievements.

During the last fiscal year, Desjardins Group reported growth in its key business segments and met most of its financial objectives through, among other things, its financing operations, an increase in assets under management and its insurance operations. In spite of a low interest rate environment and heightened competition, Desjardins Group delivered excellent financial results for 2015. These results were driven by the performance of its insurance companies, which reflect, in particular, the acquisition of the Canadian business of . Desjardins Group is Canada’s leading financial cooperative group, ranked the world’s fifth strongest financial institution and North America’s strongest by Bloomberg, particularly in recognition of one of the industry’s best capital ratios and its quality loan portfolio.

These results were in accordance with the three priorities of Desjardins Group’s Strategic Plan: Service, Growth and Efficiency, in a continual effort to better address member and client needs and expectations. In 2015, Desjardins Group made inroads by further diversifying its products and services, enhancing the member and client experience and offering new services and technological innovations to better meet the evolving needs of members and clients. Desjardins Group draws on feedback from members and clients to make continuous service enhancements to their benefit. In 2015, Desjardins Group received a host of awards and recognitions, including the Customer Operations Performance Center (COPC) certification for the 11th consecutive year. It was ranked one of the 50 Best Employers in Canada by Aon Hewitt and one of Canada’s Top 100 Employers by Mediacorp Canada. It received an OCTAS award from Réseau Action TI for the Hop ’n S@ve project, and the 2015 Project of the Year Award in the Technology Systems and IT category for its AccèsD and AccèsD Affaires sites. Desjardins Group was also selected one of Montreal’s Top Employers for offering an exceptional place to work.

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For Desjardins Group, 2015 was also a remarkable year in terms of cooperative achievements. Its XXII Desjardins Group Congress brought together more than 1,100 participants from Quebec and Ontario caisses and allowed us to set inspiring and engaging priorities focused on adapting and performing to benefit members and clients. Work is underway to organize the 3rd International Summit of Cooperatives in 2016. Furthermore, Desjardins Group maintained an enviable spot in Corporate Knights magazine’s annual ranking, placing 7th in the Best 50 Corporate Citizens in Canada; ranked first among Quebec’s most socially and environmentally responsible companies; and it was ranked as the 3rd most socially responsible financial group by Maclean’s magazine. Quebec’s largest private employer, with some 47,000 employees, Desjardins Group was named Cooperative of the Year by Co-operatives and Mutuals Canada. It also pursued its education and cooperative initiatives through its Co-opme program designed to support the financial literacy of its members, with a special focus on young people. Desjardins Group helped drive development in the communities in which it operates, leveraging its extensive caisse network to make donations and sponsorships amounting to $81 million in 2015.

NAMED EXECUTIVE OFFICERS

For the 2015 fiscal year, the following individuals are Named Executive Officers of Caisse centrale: Monique F. Leroux, C.M., O.Q., FCPA, FCA Chair of the Board and Chief Executive Officer Daniel Dupuis, CPA, CA Senior Vice-President and Chief Financial Officer Jacques Descôteaux Chief Treasurer Stéphane Achard Senior Vice-President, Business and Institutional Services Louis-Daniel Gauvin General Manager

DESJARDINS GROUP OVERALL COMPENSATION POLICY

Desjardins Group, Canada’s leading cooperative financial group, operates in a highly competitive market. Its overall compensation policy is influenced both by its need to recruit and retain talent to ensure its development and its cooperative nature.

Like any responsible financial institution, Desjardins Group pays close attention to risk management in the interest of its members and clients. This includes maintaining capital levels above industry standards, which is reflected in its overall compensation policy.

Desjardins Group’s overall compensation policy applies to all Caisse centrale personnel. It takes into account specific salary surveys among cooperative financial groups of comparable size to Desjardins Group in different countries as well as the median of the Canadian financial market so as to recruit and retain the talent it needs to develop.

This policy may be put to a “say on pay” vote of the delegates present at the Federation’s annual general meeting regarding its guidelines and its specific application to employees, managers, senior executives as well as Desjardins Group’s, President and Chief Executive Officer. This initiative paved the way for changes in the Desjardins Group overall compensation policy’s application to the Chair of the Board, President and Chief Executive Officer of Desjardins Group, whose compensation is now compared exclusively with cooperative financial groups of comparable size.

MARKET ANALYSIS AND REFERENCE DATA

Market data used to establish compensation for executive officer positions in 2015 were produced by the firms Willis Towers Watson and Hexarem.

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The data were drawn from the financial sector and from cooperative financial groups of comparable size to Desjardins Group. Information on senior executive compensation has been analyzed for the following organizations:

PEER GROUP: CANADIAN FINANCIAL SECTOR 85 organizations

ACE Insurance Computers Hare Northbridge Addenda Capital Concentra Financial OMERS AIG Insurance Company of Canada Connor, Clark & Lunn Financial Group OPSEU Pension Trust Alberta Investment Management Co-operators General Insurance Pacific Life Alberta Securities Commission Company People Trust Alberta Teachers Retirement Fund Co-operators Life Insurance Company Pictect & Cie Board Coughlin & Associates PSP Investments Allianz Global Corporate & Specialty CPP Investment Board RBC Financial Group Allstate CTCB Bank Corporation RBC Insurance Co. DBRS Limited RGA Life Reinsurance Company of Aon Reed Stenhouse De Lage Landen Canada Assomption Vie Economical Insurance Group, The RGA Reinsurance Group of America Asurion Canada Edward Jones RSA ATB Financial Empire Life Bank of America Equitable Life of Canada SGI Canada Professionals’ Financial Inc. Standard Life Assurance Company Laurentian Bank First Calgary Financial Sun Life Financial National Bank Gore Mutual Insurance Company Tarion Warranty Corporation BIMCOR Great-West Life Insurance Company TD Insurance British Columbia Investment H&R Block TMX Group Limited Management Corp. Healthcare Insurance Reciprocal of Toronto-Dominion Bank Broadridge Financial Solutions Canada Transamerica Life Canada Caisse de dépôt et placement du HOOPP Travelers Insurance Company Québec Insurance Corporation of British Columbia Wells Fargo Canada Canaccord Genuity Corp. Intact Financial Corp. Willis Canada Canadian Imperial Bank of Commerce Intact Investment Management Zurich Canada Association Capital One Leith Wheeler Investment Counsel Chubb Insurance Company Liberty International Underwriters Canada CIBC Mellon Manulife Financial CN Investment Division MasterCard CNA MD Physician Services Inc. Montrusco Bolton Investments Inc.

PEER GROUP: COOPERATIVE FINANCIAL GROUPS 78 organizations

1st Choice Savings & Credit Union, AB Diamond North Credit Union, SK , ON , MB DZ Bank Mountain View Credit Union, AB Advantage Credit Union, SK East Coast Credit Union, NS Nationwide Building Society , SK Farm Credit Bank of Texas Niverville Credit Union, MB AgFirst FCB First Calgary Financial, AL North Peace Savings and Credit Union, BC AgriBank, FCB First Ontario Credit Union, ON Portage Credit Union, MB Alberta Central, AB - Caisse Centrale , BC Rabobank , ON G&F Financial Group, BC Rocky Credit Union, AB , MB Ganaraska Credit Union, ON RZB Austria Auto Workers Community Credit Union, Goderich Community Credit Union, ON SaskCentral, SK ON Greater Vancouver Community CU, BC , AB Bayview Credit Union, NB Groupe BPCE Shell Employees’ Credit Union, AB Beaumont Credit Union, AB Groupe Crédit Mutuel Spectra Credit Union, SK Bow Valley Credit Union, AB Hamilton Teachers Credit Union, ON St Stanislaus Credit Union, ON Caisse populaire de la Vallée inc., ON , SK Stella Maris Credit Union, PEI Caisse Populaire Groupe Financier, MB Interior Savings, BC Sudbury Credit Union, ON Canada Safeway Employees Savings Kawartha Credit Union, ON Sunova Credit Union, MB and CU, AB Kootenay Savings Credit Union, BC Sunrise Credit Union, MB Casera Credit Union, MB Lakeland Credit Union Limited, AB Swan Valley Credit Union, MB Central 1, BC Lakeview Credit Union, BC The Co-Operators Group (insurance) League Savings and Mortgage Company, The Police Credit Union Limited, ON CoBank NS Tignish Credit Union, PEI Concentra Liberty Mutual (insurance) , BC , SK Libro Financial Group, ON Westminster Savings, BC Co-op Bank plc Malpeque Bay Credit Union, PE Westoba Credit Union Limited, MB Crédit Agricole MassMutual (insurance) Weyburn Credit Union Limited, SK Credit Union Central of Canada MemberOne Credit Union, ON Credit Union Central of Manitoba

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JOB ASSESSMENT OF EXECUTIVE OFFICER POSITIONS

Internal relativity between executive officer positions is determined using the Hay Plan for job assessment and salary categories that apply to all senior executive positions at Desjardins Group. A senior executive vetting committee makes recommendations to the Human Resources Commission, which is responsible for determining executive officers’ job descriptions. This vetting process aims to ensure internal equity.

OVERALL COMPENSATION POLICY FOR DESJARDINS GROUP’S SENIOR EXECUTIVES

The overall compensation policy for Desjardins Group’s senior executives meets the following objectives:

reflect Desjardins Group’s cooperative nature and values; recognize the complexity of an integrated financial group and the resulting management scope; maintain a close link between performance and compensation that supports Desjardins Group’s financial and Strategic Plan; have a short- and long-term vision that promotes the creation of economic value and sustainable development for Desjardins Group members.

OVERALL COMPENSATION POLICY FOR THE CHAIR OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF DESJARDINS GROUP

There are two distinct functions to the position of Chair of the Board, President and Chief Executive Officer of Desjardins Group. The first, serving as Chair of the Board, President and Chief Executive Officer of Desjardins Group, the Federation and its subsidiaries, involves responsibilities similar to those of her peers from large financial institutions.

The second, serving as Chair of the Board, is similar to the role of her financial cooperative peers. This function requires greater independence under governance requirements than the other senior executive positions. The Chair of the Board is accountable for Desjardins Group’s performance and sustainability from both financial and cooperative standpoints. This is why the annual assessment of this position is divided equally between cooperative objectives and business and strategic development objectives.

The compensation for this position was determined in such a manner that the Chair of the Board, President and Chief Executive Officer can exercise her independence from those who report directly to her and not be in a situation of conflict of interest with respect to these individuals. That is why no long-term compensation plan is provided for Desjardins Group’s Chair of the Board, President and Chief Executive Officer. Compensation also takes into account the limited duration of her position.

Finally, the overall compensation policy for the Chair of the Board, President and Chief Executive Officer is established so as to reflect the complexity of managing a cooperative financial group and to maintain a sufficient distinction between her compensation and that of other Desjardins Group employees while remaining within the median for cooperative financial groups of comparable size.

The Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group is mandated to analyze the ongoing progress of the President and Chief Executive Officer against her current year objectives, measure her annual compensation accordingly and recommend objectives for the upcoming year. Its members meet at least three times per year and report directly to the Board of Directors in an in-camera session.

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OVERALL COMPENSATION GOVERNANCE AND RISK MANAGEMENT

Several years ago, Desjardins Group implemented rigorous overall compensation corporate governance practices which are built around the responsibilities of the following bodies.

Board of Directors

The Board of Directors is responsible for determining Desjardins Group’s overall compensation policy, establishing annual objectives, and annually assessing the Chair of the Board, President and Chief Executive Officer of Desjardins Group.

The Board is also responsible for annual development of the overall compensation of senior executives who are members of the Management Committee and all employees. This involves performing annual salary reviews, setting objectives and assessing the results of the general incentive plan.

It also establishes a framework for all individual incentive plans that apply to Desjardins Group’s sales and investment personnel.

Every year, the incentive plans are first analyzed by the Risk Management Department in order to identify any item that could induce excessive risk-taking.

All these plans entitle the Board of Directors to choose to reduce or cancel the payment of bonuses under exceptional circumstances. The Board did not exercise this right in 2015.

As needed, the Board enlists the services of independent experts. In 2015, the services of firms Willis Towers Watson and Hexarem were called upon. These two firms have supported Desjardins Group in respect of overall compensation of senior executives for a number of years.

In 2015, Desjardins Group was billed fees by these firms in the amount of $158,282 for the performance of their mandates. These fees also covered the analysis and advice provided to the members of the Human Resources Commission and the Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group.

Desjardins Group was also billed other fees by these firms for the performance of various mandates concerning compensation of other job categories. These mandates, mainly specific surveys on compensation practices and employee or management positions in various sectors of the organization, were performed upon the request of compensation teams.

The table below lists fees billed by these firms in the last two fiscal years.

Willis Towers Hexarem Services provided 2015(1) 2014 2015 Fees related to executive officers compensation matters $128,732 $95,485 $29,550

Other fees $255,591 $109,815 $0

(1) No services were rendered by this firm for named executive officers in 2014. Page 26

The Human Resources Commission of the Federation

The Human Resources Commission is made up of four members of the Board of Directors and the Chair of the Board, President and Chief Executive Officer of Desjardins Group. It is responsible for making recommendations to the Board of Directors with respect to all aspects of overall compensation for all Desjardins Group employees and executives other than the President and Chief Executive Officer. Its members, other than the President and Chief Executive Officer, are the same as those on the Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group and are all, except for the President and Chief Executive Officer, independent directors.

This Commission also enlists the services of an independent expert for the performance of its work.

Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group

The Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group consist of four members. The President and Chief Executive Officer does not serve on this committee. The members are:

Denis Paré President, Regional Council - Cantons-de-l’Est, and Vice-Chair of the (Chair) Board of Directors

Carole Chevalier President, Regional Council - Mauricie

President, Regional Council - Bas-Saint-Laurent and Gaspésie-Îles-de-la- Annie P. Bélanger Madeleine President, Regional Council - Rive-Sud de Montréal and Secretary of the Yvon Vinet Board of Directors

These individuals define the annual objectives of the President and Chief Executive Officer, discuss them with her, and recommend them to the Board of Directors of the Federation during an in-camera meeting presided by the Vice-Chair of the Board and the committee chair. The Board accepts the recommendations with or without modifications. The Committee carries out a mid-year progress review of achievements against the target objectives. At year-end, the committee presents the results for each objective to the Board of Directors, which is ultimately responsible for the assessment of the President and Chief Executive Officer. Each of the 21 other members of the Board votes, by secret ballot, his or her assessment of the degree of achievement (maximum of 100%) of each of the objectives. The votes are then compiled to obtain the final weighted result for all the objectives. These processes are carried out in an in-camera session presided by the Vice-Chair of the Board and the committee chair.

As needed, the committee enlists the services of an independent expert for the performance of its work.

Specific actions to limit risks related to compensation

Every general and individual incentive plan has been analyzed beforehand using the analysis parameters and evaluation grids established by the Risk Management sector prior to being recommended to the decision-making bodies.

In addition, with respect to Desjardins Group’s senior executives and high-income earners, with the exception of the President and Chief Executive Officer, all incentive plans provide for deferring a significant part of the participants’ annual bonus over the medium or long term. The amounts thus deferred may vary annually depending on the results of Desjardins Group.

This formula encourages key stakeholders to adopt a long-term development view for Desjardins Group, benefitting its members and clients for whom its sustainability is both fundamental and encouraging.

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Particular attention has been given to overall compensation of members of the Management Committee, and specifically that of the President and Chief Executive Officer, to avoid any significant risk resulting from their compensation. Members of the Human Resources Commission and the Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group have exercised great care in this respect. On an annual basis, they also have the opportunity to note arising results, indicate their expectations for the coming year and recommend any corrective measure deemed necessary.

ANALYSIS OF OVERALL COMPENSATION COMPONENTS

Executive compensation is determined based on the market value of the work performed, internal pay relativity and the level of individual performance on the job. Overall the executive compensation includes a base salary as well as short-term and long-term incentive bonuses, to which are added fringe benefits, a pension plan and perquisites.

These items are summarized in the table below:

Components Objectives

Base salary Recognition of skills, competencies and experience

Variable Annual bonus Value creation for members and clients compensation Recognition of individual, business unit and Desjardins (risk-based) Group performance Mid-term and long- Creation of sustainable values for the whole Desjardins term compensation(1) Group Retention Indirect Pension plan and Maintenance of adequate revenue at retirement compensation fringe benefits Adequate protection in case of death, disability or illness Perquisites Required for business purposes Linked to the position’s status Overall compensation Offering overall compensation: - Competitive for expected-level performance and individual performance fully satisfying expectations - Superior for superior performance and exceptional individual performance. Target positioning for overall compensation Non-executive employees 100% of the median for the Canadian financial sector Executives (levels 1 to 5) 100% of the median for the Canadian financial sector Executives (levels 6 to 10) 95% of the median for the Canadian financial sector Vice-presidents 85% of the median for the Canadian financial sector Senior vice-presidents 85% of the median for the Canadian financial sector President and Chief Executive Officer 100% of the median for cooperative financial groups of comparable size

(1) The mid-term and long-term compensation applies exclusively to members of the Management Committee with the exception of the Chair of the Board, President and Chief Executive Officer of Desjardins Group. Page 28

DESCRIPTION OF COMPONENTS OF OVERALL COMPENSATION OF EXECUTIVE OFFICERS

Base Salary

The salary of the executive officers is reviewed annually. Individual performance, level of responsibility and experience are all taken into consideration so that the compensation of each officer reflects his or her work contribution.

Individual objectives are set for each executive officer. These objectives are of a strategic and/or financial nature and are based on the annual objectives of the Chair of the Board, President and Chief Executive Officer of Desjardins Group.

Their performance is reviewed by the Human Resources Commission and the outcome of the review is used in revising the annual salaries.

Annual Incentive Plan

The incentive plan for senior executives of Desjardins Group reflects their role and responsibilities for the collective results of Desjardins Group.

It seeks to recognize the participants’ contributions to meet objectives that support the financial and Strategic Plan of Desjardins Group, generating results over the short term and medium term.

A bonus will be paid only if the overall profitability trigger defined at the beginning of the year for Desjardins Group is met and if individual performance fully meets expectations.

General Framework of the Annual Incentive Plan

The plan is based on two sets of objectives: Desjardins Group and Business Sectors.

These two sets of objectives have the same trigger, which is based on Desjardins Group’s net surplus earnings.

Nature and weighting of objectives

A first block, shared by all, weighted at 60% (100% for support functions), is based on Desjardins Group’s priority objectives.

A second block, weighted at 40%, is based on the priority objectives of business sectors resulting from Desjardins Group’s business plan.

Desjardins Group Sector Position Objectives objectives

Senior vice-presidents (off-line) 100% 0% Senior vice-presidents responsible for a business 60% 40% sector

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Annual Incentive Plan objectives for 2015

In 2015, the annual objectives for the Desjardins Group category were as follows:

Desjardins Group 2015 objectives Relative weight

Net surplus earnings 25%

Financial productivity indicator 25%

Cost reduction 10%

Operating revenues 10%

Member and employee experience 30%

In 2015, the results totalled 128.26%.

The objectives of business sectors consist of quantifiable and measurable business or strategic objectives resulting from Desjardins Group’s financial and Strategic Plan. Detail of their composition is provided in the section dealing with the specific situation of the Senior Vice-Presidents affected.

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Rules for establishing Annual Incentive Plan objectives

The annually established objectives must comply with the following rules set forth by the Board of Directors of Desjardins Group:

Rules Trigger Defined based on Desjardins Group’s net surplus earnings objective and generally represents Desjardins Group’s ability to pay. Performance Limited number; minimum weighting of 10% for each indicator. indicators Profitability must be one of the indicators; minimum weighting of 25%. Individual/personal objectives are excluded (except as triggers). Target Level required for budget achievement (or at the median of a comparison group, in the case of external indicators, or superior performance approved by the Board of Directors). Threshold and The range above and below the target need not to be symmetrical. maximum Threshold Level under which performance is deemed unacceptable. Maximum Objective significantly exceeded. Objectives Of a financial and strategic nature resulting from Desjardins Group’s financial and Strategic Plan. Well defined (unequivocal), measurable and quantifiable. Consistent amongst themselves and from year to year. Supporting Historical (at least three years) for each performance indicator. information Summary written documentation of the steps taken to establish the threshold, target, and maximum objectives retained. Financial validation: - Amount of bonus if only thresholds are achieved for all indicators (assuming that the financial trigger is met); - Amount of bonus if all indicators maximums are achieved. Finance Mandatory target bonus budgeting. All objectives linked to profitability or performance must be “net of the payment of bonuses”.

Bonus payment

The annual bonus established for the reference year is paid at the beginning of the following year after the results are certified by the Internal Audit sector.

Only 60% of the annual bonus earned is paid, and the remaining 40% is deferred for a three-year period. The 40% deferred portion may increase or decrease throughout the three-year deferral period, depending on the overall performance of Desjardins Group.

This: extends the time horizon of the executive compensation package in a manner that appropriately reflects their influence on Desjardins Group’s long-term performance; is aligned with the compensation standards and principles of the G20’s Financial Stability Board to limit incentives awarded for excessive risk-taking that compensation programs produce; and corresponds to general practices in Canadian capital market.

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Desjardins Group’s net surplus earnings indicator is used to determine the fluctuation in the 40% deferred portion of the bonus. The target rate retained corresponds to the level of profitability established by the Board of Directors of the Federation. Fluctuation is determined on a proportional basis and is only earned at the end of the three-year period following the date on which the bonus was declared.

Long-term Incentive Plan

Members of the Desjardins Group Management Committee, with the exception of the President and Chief Executive Officer, participate in a Long-term Incentive Plan referred to as the “Partenariat Carrière Desjardins” (PCD), established based on an indicator related to the profitability of Desjardins Group.

Through the PCD overall compensation based on internal and external equity is balanced and the time horizon of the compensation package is extended, which helps maintain ambitions and development strategies of Desjardins Group without inducing excessive risk-taking.

Each year, PCD participants are awarded an amount that subsequently evolves (either up or down) depending on Desjardins Group’s performance. The bonus generated by the Long-term Incentive Plan only becomes payable upon retirement.

A bonus percentage is determined for each executive officer based on the level of their position. If the overall performance indicator threshold of Desjardins Group is met, this percentage is paid into the participant’s reserve. Otherwise, no amount is paid.

This reserve will also be adjusted based on Desjardins Group’s annual rate of return. The adjustment made represents twice the difference between the target rate of return and the actual rate of return. For example, if the target rate is 12% and a rate of 13% is achieved, the additional 1% provides for an upward adjustment of 2%. Downward adjustments may also apply.

INCENTIVE PLAN FOR THE CHAIR OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF DESJARDINS GROUP

As Chair of the Board, President and Chief Executive Officer of Desjardins Group, Monique F. Leroux participates in a plan specifically designed for her.

Annual incentive plan

Under the short-term incentive plan applicable to her, maximum bonuses are set at 120% of her base salary, depending on whether all objectives set for Desjardins Group are met.

This plan is subject to a trigger based on Desjardins Group’s net surplus earnings objective.

The committee mandated to determine the overall compensation of the Chair of the Board, President and Chief Executive Officer of Desjardins Group sets the objectives of the President and Chief Executive Officer, discusses them with her, and submits them to the Board of Directors of the Federation, which accepts them with or without modifications.

At year-end, this committee presents the Board of Directors with a report on the achievements of the President and Chief Executive Officer. The Board members vote individually on the degree to which the results have been achieved on a 100% basis. The average of the results thus obtained is applied. For example, if the overall result is 80%, the bonus will then equal 80% × 120% (maximum bonus), which is 96%, but will be paid only if the trigger is met.

Pension plan enhancement

The Chair of the Board, President and Chief Executive Officer of Desjardins Group is not eligible for the long-term incentive program offered to Desjardins Group’s other executive officers.

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Instead, the Board of Directors preferred to complement the President and Chief Executive Officer’s overall compensation by enhancing her pension. The enhanced pension provides for an annual addition to her pension payable upon departure, the actuarial value of which corresponds to 75% of her base salary.

This increase contributes to achieving the overall compensation policy objective of 100% of the median for cooperative financial groups of comparable size.

BENEFITS UNDER PENSION PLANS

Desjardins Group Pension Plan (DGPP)

Named Executive Officers are members of the DGPP. This pension plan was created for all employees and senior executives of Desjardins Group. The DGPP is funded and administered by a pension committee consisting of members representing employers and employees of Desjardins Group.

Amendments were made to the DGPP on January 1, 2013. The new provisions apply only to years of service completed as of this date and mainly apply to indexation, salary used to calculate the pension and coverage in the event of death after retirement. Under this plan, members are entitled to: receive a pension, for each year credited before 2009, equal to 1.3% of their average salary for their five highest paid years up to the average maximum pensionable earnings of the last five years, plus 2.0% of the excess amount; receive a pension, for each year credited between 2009 and 2012, equal to 1.5% of their average salary for their five highest paid years up to the average maximum pensionable earnings of the last five years, plus 2.0% of the excess amount; receive a pension, for each year credited as of January 2013, equal to 1.5% of their average salary for their eight highest paid years up to the average maximum pensionable earnings of the last five years, plus 2.0% of the excess amount.

The normal retirement age is 65. However, members may take early retirement from age 55. For service years credited before 2009, all members who are at least 57 years old and for whom the total of their age and their years of continuous service is equal to at least 85 are not subject to any actuarial adjustment. For service years credited starting as of 2009, any member who is at least 62 years old is not subject to any actuarial adjustment.

However, the total pension may not exceed the maximum pension permitted by the Income Tax Act (Canada), which is currently $2,818.89 per year of credited service as at December 31, 2015, less any reduction for early retirement, if applicable.

The DGPP provides for the payment, for each year credited before 2013, of a joint and survivorship annuity that is guaranteed for a period of 10 years. After the member’s death, the pension payable is reduced to 60% of the pension which otherwise would have been payable. However, if the member does not have a spouse at retirement, the annuity is guaranteed for 15 years. Annuities for the years credited starting in January 2013 have a 10-year guarantee. The pension paid for service credited prior to 2013 is indexed based on the average Consumer Price Index, subject to a maximum of 3% per year. For service credited starting in January 2013, the pension paid is indexed based on the cost of living as of age 65, subject to a maximum of 1% per annum, over 10 years.

DGPP costs are shared by the employer and employee in the proportions of 65% and 35%, respectively, up to the maximum set out in the plan regulations.

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Supplemental Pension Plan

The Named Executive Officers benefit from an unfunded Supplemental Pension Plan the cost of which is borne entirely by the employer. Under this plan, designated participants are entitled to a supplemental pension equal to the difference between the pension that would be payable without the ceiling imposed by the Income Tax Act (Canada) and the pension actually payable under the DGPP.

The normal retirement age is 65. However, members may take early retirement from age 55. The supplemental pension paid is not indexed.

OVERALL COMPENSATION INFORMATION FOR DESJARDINS GROUP FOR 2015

In 2015, the overall compensation paid to all Desjardins Group executives and employees was generally in line with its compensation policy guidelines.

Canadian financial market Job Category Target Overall actual objectives compensation Non-executive employees 100% 104% Executives (levels 1 to 5) 100% 98% Executives (levels 6 to 10) 95% 93% Vice-presidents 85% 89%

Cooperative financial groups Canadian financial market of comparable size Job category Target Overall actual Target Overall actual objectives compensation objectives compensation Senior vice-presidents 100% 102% 85% 81%

President and Chief Executive (1) 100% 100% N/A N/A Officer

Difference between the overall compensation of the Chair of the Board, President and Chief Executive Officer of Desjardins Group and that of the average regular full-time Desjardins Group employee

The difference between the salary and overall compensation of the incumbent is verified each year by the Committee on the Aggregate Remuneration of the President and Chief Executive Officer of Desjardins Group. As a benchmark, in 2015, the ratio was a multiple of 40 compared to the average regular full-time employee.

(1) The overall compensation of the President and Chief Executive Officer is compared exclusively with cooperative financial groups of comparable size while the compensation of senior vice-presidents is also compared with the Canadian financial market. Page 34

General incentive plan for executive officers for 2015

The general incentive plan is based on the attainment of the various strategic and financial objectives set forth in the business plan for Desjardins Group and its subsidiaries.(1) There are two levels of objectives namely, overall objectives for Desjardins Group and objectives for the major business sectors.

In 2015, the results were as follows:

Target Triggers Results objectives (Desjardins Group for 2015 (budget) net surplus earnings) Desjardins Group objectives 100% 128.26% Exceeded

Average for business sectors 100% 120.00% Exceeded

Under the general incentive plan, the amounts for prior years put in reserve (i.e., 40% of the annual bonus) fluctuated by 1.2 times their value owing to the results for net surplus earnings for Desjardins Group. It must be borne in mind that this reserve is “at risk” and may vary annually between 0.8 and 1.2 times its value based on results achieved per the net surplus earnings annual target objective for Desjardins Group.

2015 Long-term Incentive Plan

The plan provides that if the threshold for overall performance indicator results for Desjardins Group is achieved, the stipulated percentage is paid into the participant’s reserve. Otherwise, no amount is paid.

Given that performance indicator results for Desjardins Group were exceeded, all stipulated bonuses (expressed as a percentage of the base salary of each executive officer) were awarded.

The participants’ reserve of amounts earned in prior years was adjusted by 1.64%, which is equal to 2 times the difference between the expected return on equity and the realized return on equity.

(1) A summary of those objectives is disclosed on pages 29 and 30. Page 35

OVERALL INDIVIDUAL COMPENSATION PAID IN 2015 TO NAMED EXECUTIVE OFFICERS OF CAISSE CENTRALE

Overall 2015 compensation of the President and Chief Executive Officer Monique F. Leroux

Incentive compensation for the President and Chief Executive Officer is triggered when an annually determined threshold is met. In 2015, the trigger threshold was for Desjardins Group’s net surplus earnings to reach $1,400 million. This trigger threshold was significantly exceeded.

Objectives and achievements of the Chair of the Board, President and Chief Executive Officer of Desjardins Group for 2015

In 2015, under the leadership of the Chair of the Board, President and Chief Executive Officer, Desjardins Group had quite a banner year.

Desjardins Group reported exceptional performance in a number of areas, beginning with surplus earnings of over $1,950 million, up approximately $360 million or 23% from 2014 and exceeding the 2015 financial plan by nearly $230 million. Its balance sheet also remains strong despite unfavourable market conditions. Capitalization, liquidity ratios, impaired loans and insurance reserves, to name but a few, were within their target ranges.

Furthermore, 2015 saw a series of innovations for the benefit of members and clients, driving higher satisfaction ratings, as well as an increase in engagement of all employees whose contribution and commitment made these excellent results possible. Desjardins was recognized as a top employer in 2016.

Generally, the performance indicators set out in Desjardins Group’s 2013-2016 Strategic Plan were met or exceeded and the underlying initiatives delivered.

Strategic planning process

In 2015, all of the Desjardins Group resources were actively engaged in driving improved performance for the benefit of members and clients. These initiatives to promote stringent cost management, profitable growth and service quality will continue in the coming years.

Support to the Board of Directors in view of the appointment of a new President and Chief Executive Officer and management and senior executive succession

The President and Chief Executive Officer has given her full support to the Board of Directors in managing the election process, establishing the broad parameters of her position’s mandate and preparing an integration plan.

She has also continued her involvement with new management team members and senior executive of Desjardins Group, with a special focus on their professional development.

22nd Desjardins Group Congress

At this congress, Desjardins Group set inspiring and engaging goals for its development, organizational agility and strong intercooperation. The work of over 1,100 participating delegates will inspire the Board of Directors and management of Desjardins Group in preparing the next strategic plan.

Building on the profile of Desjardins Group and the cooperative movement as a whole

The Chair of the Board, President and Chief Executive Officer of Desjardins Group was instrumental in raising Desjardins Group’s profile among fellow members of key provincial, national and international cooperative advocacy organizations. In particular, she chaired the Conseil québécois de la cooperation et de la mutualité until March 2015 and served on the boards of Co-operatives and Mutuals Canada until June 2015. Internationally, she helped in the development and spreading of the cooperative model through various actions, such as taking part in prestigious public forums in Brussels, London, Berlin and Paris, presentations to the International Accounting Standards Board, the Financial Stability Board, the B7 Summit, the G7 Forum in Berlin, the B20 Summit in Turkey and COP 21 to represent the cooperative

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movement. She also remained a director at the European Association of Co-operative Banks. At the Annual General Meeting of the International Co-operative Alliance at Antalya in November 2015, Ms. Leroux was elected President and Chair of its Board, becoming the first Canadian and North American to serve in this prestigious position.

These high-profile interventions by the President and Chief Executive Officer forged national and international business relationships for Desjardins Group, furthering its strategic and financial objectives.

Impact of these achievements on the incentive plan

Given the foregoing achievements and that Desjardins Group’s results exceeded objectives(1), the Board of Directors deemed that Monique F. Leroux achieved superior performance in 2015 (91%), which triggered a bonus equal to 110% of her eligible base salary.

2015 Direct compensation Monique F. Leroux

Value for Components 2015

Base salary $1,269,813

Annual incentive plan $1,394,785

Total direct compensation $2,664,598

Pension Plan Enhancement Program

The Chair of the Board, President and Chief Executive Officer of Desjardins Group is not eligible for the Long-term Incentive Plan offered to Desjardins Group’s other executive officers.

Instead, the Board of Directors preferred to complement the President and Chief Executive Officer’s overall compensation by enhancing her pension. The enhanced pension provides for an annual addition to her pension payable upon departure, the actuarial value of which corresponds to 75% of her eligible salary.

This increase contributes to achieving the overall compensation policy objective of 100% of the median for cooperative financial groups of comparable size. In 2015, her pension enhancement amounted to $954,077.

(1) A summary of those objectives is disclosed on pages 29 and 30. Page 37

Overall 2015 compensation of Senior Vice-President and Chief Financial Officer Daniel Dupuis

Daniel Dupuis was evaluated against Desjardins Group objectives only.

In 2015, incentive plan results were detailed as follows:

Target Triggers objectives Results (Desjardins Group (budget) for 2015 net surplus earnings)

Desjardins Group objectives 100% 128.26% Exceeded

The results attained earned Daniel Dupuis a bonus equal to 109% of his eligible base salary.

In addition, he was granted $142,172 under the Long-term Incentive Plan. An amount of $225,274 deferred in 2012 also vested, becoming payable after adjustment for Desjardins Group’s financial performance.

2015 Direct compensation Daniel Dupuis

Value for Components 2015

Base salary $476,187

Annual incentive plan $309,996 (1)

Long-term incentive plan $367,446 (2)

Total direct compensation $1,153,629

(1) Pursuant to the provisions of the 2015 incentive plan for Desjardins Group senior executives, the annual incentive compensation comprised a fixed annual component (60% of the 2015 bonus) and a variable deferred component (40% of the 2015 bonus). The deferred component will vary based onDesjardins Group’s financial performance and will only be earned at the end of the three-year period following the date onwhich the bonus was declared. Consequently, the amount indicated only represents the component of the annual incentive compensation earned in fiscal 2015 (60% of the 2015 bonus) and paid at the beginning of fiscal 2016.

(2) The amount indicated represents the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in all the changes based on the parameters established by the Desjardins Group senior executives incentive plan and paid at the beginning of fiscal 2016. This also includes the compensation awarded for fiscal 2015 under the long- term incentive plan (PCD). The PCD will vary based on Desjardins Group’s financial performance and will become payable upon retirement.

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Overall 2015 compensation of Chief Treasurer Jacques Descôteaux

Apart from Desjardins Group objectives, Chief Treasurer Jacques Descôteaux is eligible for a specific incentive plan, which is based on two sets of objectives: . The first set (weighted at 40%) consists of financial objectives related to business development or the generation of income; . The second set (weighted at 60%) is based on strategic objectives linked to his major responsibilities.

Jacques Descôteaux is not eligible to participate in the Long-term Incentive Plan (PCD) for Named Executive Officers of Desjardins Group.

In 2015, the results were as follows:

Target Triggers Results for objectives (Desjardins Group 2015 (budget) net surplus earnings)

Desjardins Group objectives 100% 128.26% Exceeded

Specific incentive plan 100% 214.29% Exceeded

The results attained earned Jacques Descôteaux a bonus equal to 204% of his eligible base salary.

2015 Direct compensation Jacques Descôteaux

Value for Components 2015

Base salary $427,725

Annual incentive plan $234,923 (1)

Specific incentive plan $262,275 (2)

Long-term incentive plan $374,041 (3)

Total direct compensation $1,298,964

(1) Pursuant to the provisions of the 2015 incentive plan for Desjardins Group senior executives, the annual incentive compensation comprised a fixed annual component (60% of the 2015 bonus) and a variable deferred component (40% of the 2015 bonus). The deferred component will vary based onDesjardins Group’s financial performance and will only be earned at the end of the three-year period following the date onwhich the bonus was declared. Consequently, the amount indicated only represents the component of the annual incentive compensation earned in fiscal 2015 (60% of the 2015 bonus) and paid at the beginning of fiscal 2016.

(2) That amount reflects the fixed component (60%of the 2015 bonus) of Jacques Descôteaux's specific incentive plan earned for fiscal 2015 and paid at the beginning of fiscal 2016. The deferred component (40%of the 2015 bonus) of the specific incentive plan will be paid in instalments of 1/3 each year starting in 2016, the whole subject to adjustments. (3) The amount indicated represents the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in all the changes based on the parameters established by the Desjardins Group senior executives incentive plan and paid at the beginning of fiscal 2016, as well as the compensation awarded for fiscal 2015.

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Overall 2015 compensation of Senior Vice-President, Business and Institutional Services Stéphane Achard

Apart from Desjardins Group objectives and priority projects, the following specific objectives have been set for Stéphane Achard, Senior Vice-President, Business and Institutional Services:

SVP, Business and Institutional Services Relative weight specific objectives Profitability 25% Productivity 30% Growth 15% Member and employee experience 30%

In 2015, incentive plan results were as follows:

Target Triggers Results for objectives (Desjardins Group 2015 (budget) net surplus earnings) Desjardins Group objectives 100% 128.26% Exceeded

SVP, Business and Institutional Services 100% 106.27% Exceeded

The results attained earned Stéphane Achard a bonus equal to 108% of his eligible base salary.

In addition, he was granted $157,383 under the Long-term Incentive Plan. An amount of $238,684 deferred in 2012 also vested, becoming payable after adjustment for Desjardins Group’s financial performance.

2015 Direct compensation Stéphane Achard Value for Components 2015

Base salary $535,372

Annual incentive plan $339,109 (1)

Long-term incentive plan $396,067 (2)

Total direct compensation $1,270,548

(1) Pursuant to the provisions of the 2015 incentive plan for Desjardins Group senior executives, the annual incentive compensation comprised a fixed annual component (60% of the 2015 bonus) and a variable deferred component (40% of the 2015 bonus). The deferred component will vary based onDesjardins Group’s financial performance and will only be earned at the end of the three-year period following the date onwhich the bonus was declared. Consequently, the amount indicated only represents the component of the annual incentive compensation earned in fiscal 2015 (60% of the 2015 bonus) and paid at the beginning of fiscal 2016.

(2) The amount indicated represents the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in all the changes based on the parameters established by the Desjardins Group senior executives incentive plan and paid at the beginning of fiscal 2016. This also includes the compensation awarded for fiscal 2015 under the long- term incentive plan (PCD). The PCD will vary based on Desjardins Group’s financial performance and will become payable upon retirement.

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Overall 2015 compensation of General Manager Louis-Daniel Gauvin

Apart from Desjardins Group objectives, specific objectives apply to Louis-Daniel Gauvin as General Manager of Caisse centrale.

In 2015, the incentive plan results were as follows: Target Triggers Results for objectives (Desjardins Group net 2015 (budget) surplus earnings)

Desjardins Group objectives 100% 128.26% Exceeded

Specific objectives 100% 150.00% Exceeded

The results attained earned Louis-Daniel Gauvin a bonus equal to 128% of his eligible base salary.

In addition, he was granted $137,828 under the Long-term Incentive Plan. An amount of $279,178 deferred in 2012 also vested, becoming payable after adjustment for Desjardins Group’s financial performance.

2015 Direct compensation Louis-Daniel Gauvin Value for Components 2015

Base salary $457,391

Annual incentive plan $352,209 (1)

Long-term incentive plan $417,006 (2)

Total direct compensation $1,226,606

(1) Pursuant to the provisions of the 2015 incentive plan for Desjardins Group senior executives, the annual incentive compensation comprised a fixed annual component (60% of the 2015 bonus) and a variable deferred component (40% of the 2015 bonus). The deferred component will vary based onDesjardins Group’s financial performance and will only be earned at the end of the three-year period following the date onwhich the bonus was declared. Consequently, the amount indicated only represents the component of the annual incentive compensation earned in fiscal 2015 (60% of the 2015 bonus) and paid at the beginning of fiscal 2016.

(2) The amount indicated represents the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in all the changes based on the parameters established by the Desjardins Group senior executives incentive plan and paid at the beginning of fiscal 2016. This also includes the compensation awarded for fiscal 2015 under the long- term incentive plan (PCD). The PCD will vary based on Desjardins Group’s financial performance and will become payable upon retirement.

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SUMMARY TABLE OF THE OVERALL COMPENSATION SPECIFIC TO NAMED EXECUTIVES OFFICERS OF CAISSE CENTRALE

Non-equity incentive plan compensation Pension All other Total Salary Name and principal position Year ($) value compensation(2) compensation ($) ($) ($) ($) Annual incentive Long-term plan incentive plan (1)

Monique F. Leroux 2015 1,269,813 1,394,785 N/A 1,271,130 N/A 3,935,728 Chair of the Board and Chief 2014 1,193,270 1,333,240 N/A 1,164,289 N/A 3,690,799 Executive Officer 2013 1,119,236 1,239,561 N/A 1,193,243 N/A 3,552,040

(3) Daniel Dupuis 2015 476,187 309,996 367,446 51,764 N/A 1,205,393 Senior Vice-President and Chief 2014 460,228 252,871 345,231 70,471 N/A 1,128,801 Financial Officer 2013 445,054 297,972 330,396 112,517 N/A 1,185,939

(3,4) (5) Jacques Descôteaux 2015 427,725 497,198 374,041 82,874 N/A 1,381,838 Chief Treasurer 2014 412,007 449,450 367,996 68,021 N/A 1,297,474

2013 400,241 434,925 495,796 77,694 N/A 1,408,656

(3) Stéphane Achard 2015 535,372 339,109 396,067 123,141 N/A 1,393,689 Senior Vice-President, Business 2014 507,114 307,328 408,671 84,200 N/A 1,307,313 and Institutional Services 2013 477,796 307,715 399,169 211,159 N/A 1,395,839

(3) Louis-Daniel Gauvin 2015 457,391 352,209 417,006 107,495 N/A 1,334,101 General M anager 2014 449,538 295,567 362,767 87,721 N/A 1,195,593

2013 435,432 335,543 408,840 249,080 N/A 1,428,895

(1) The amounts indicated represent, for each Named Executive Officer, the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in the changes that took place based on the parameters established by the Desjardins Group senior executives incentive plan and paid at the beginning of fiscal 2016, as well as the compensation awarded for fiscal 2015 under the long-term incentive plan (PCD). The PCD will vary based on Desjardins Group’s financial performance and will become payable upon retirement. The Chair of the Board of Directors and Chief Executive Officer of Desjardins Group is not eligible for this plan owing to the independence that her position requires. A pension enhancement program is more in line with her position, when the principle of term limits is also factored in to reach her overall compensation target.

(2) During fiscal 2015, the personal benefits granted to executive officers did not exceed the lesser of 10% of their salary or $50,000.

(3) Pursuant to the provisions of the 2015 incentive plan for Desjardins Group senior executives, the annual incentive compensation comprised a fixed annual component (60%of the 2015 bonus) and a variable deferred component (40%of the 2015 bonus). The deferred component will vary based on Desjardins Group’s financial performance and will only be earned at the end of the three-year period following the date on which the bonus was declared. Consequently, the amount indicated only represents the component of the annual incentive compensation earned in fiscal 2015 (60% of the 2015 bonus) and paid at the beginning of fiscal 2016. (4) That amount reflects the fixed component of the specfic incentive plan (60%) for fiscal 2015. The deferred component (40% of the bonus) of the specific incentive plan will be paid in instalments of 1/3 each year starting the following year, the whole subject to adjustments. As such, the amount indicated only represents the fixed component earned during the current year and paid at the beginning of fiscal 2016.

(5) The amount indicated represents the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in the changes that took place based onthe parameters established for the Desjardins Group senior executives incentive plan and paid at the beginning of fiscal 2016, as well as the compensation awarded from previous results and acquired at the end of fiscal 2015.

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INCENTIVE PLAN AWARDS SPECIFIC TO NAMED EXECUTIVE OFFICERS OF CAISSE CENTRALE

The following table summarizes incentive plan compensation:

Non-equity incentive plan compensation - Name and principal position Year Value earned during the fiscal year ($)

Monique F. Leroux Chair of the Board and Chief Executive 2015 1,394,785 Officer

Daniel Dupuis Senior Vice-President and Chief 2015 677,442 (1) Financial Officer

Jacques Descôteaux Chief Treasurer 2015 871,239 (2)

Stéphane Achard Senior Vice-President , Business and 2015 735,176 (1) Institutional Services

Louis-Daniel Gauvin General Manager 2015 769,215 (1)

(1) The amounts indicated represent the fixed component of the annual incentive compensation (60% of the 2015 bonus), the variable deferred component of the annual incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in the changes that took place based onthe parameters established by the Desjardins Group senior executives incentive plan, as well as the compensation awarded under the long-term incentive plan (PCD) for fiscal 2015, which will become payable upon retirement. That amount will vary each year based on Desjardins Group’s financial performance and will become payable upon retirement.

(2) The amount indicated includes the annual incentive compensation fixed component (60% of the 2015 bonus), the variable deferred component of the incentive compensation awarded for the year ended December 31, 2012 and earned in 2015, factoring in the changes that took place based on the parameters established by the Desjardins Group senior executives incentive plan, as well as 1/3 of the deferred balance of Jacques Descôteaux's specific incentive plan.

All the incentive plans are linked to financial indicators as described in the table in the section on these plans.

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LONG-TERM INCENTIVE PLAN AWARDS SPECIFIC TO NAMED EXECUTIVE OFFICERS OF CAISSE CENTRALE

Accumulated value Amount awarded for Accumulated value as at December 31, the year ended as at December 31, Name and principal position 2014 December 31, 2015 2015 ($)(1) ($)(2) ($)

Monique F. Leroux Chair of the Board and Chief Executive N/A N/A N/A Officer

Daniel Dupuis Senior Vice-President and Chief Financial 648,637 142,172 790,809 Officer

Jacques Descôteaux Chief Treasurer N/A N/A N/A

Stéphane Achard Senior Vice-President, Business and 693,909 157,383 851,292 Institutional Services

Louis-Daniel Gauvin General Manager 717,135 137,828 854,963

(1) The amounts indicated represent, for each Named Executive officer, the accumulated value of the compensation awarded under the long-term incentive plan (PCD) as at December 31, 2014, factoring in the changes that took place based on the parameters established under the PCD. That amount will vary each year based on Desjardins Group’s financial performance and will become payable upon retirement. The Chair of the Board of Directors and Chief Executive Officer of Desjardins Group is not eligible for this plan owing to the independence that her position requires. A pension enhancement program is more in line with her position, when the principle of term limits is also factored in to reach her overall compensation target. (2) The amounts indicated represent, for each Named Executive Officer, the compensation awarded for fiscal 2015 under the PCD. That amount will vary each year based on Desjardins Group’s financial performance and will become payable upon retirement.

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BENEFITS UNDER A PENSION PLAN SPECIFIC TO NAMED EXECUTIVE OFFICERS OF CAISSE CENTRALE FOR 2015

The following table indicates the total of all pension benefits:

Opening Annual benefits payable present value Non- Closing present Years of Compensatory ($) of defined compensatory value of defined N ame credited change benefit change benefit obligation service ($) obligation ($) ($) At fiscal year- At age 65 ($) end ($)

Monique F. Leroux Chair of the Board and 17.95 (1) 754,682 764,812 (2) 11,142,583 1,271,130 559,761 12,973,474 Chief Executive Officer

Daniel Dupuis Senior Vice-President and 22.98 190,258 237,529 3,049,911 51,764 148,763 3,250,438 Chief Financial Officer

Jacques Descôteaux Chief Treasurer 22.75 (3) 154,085 250,535 2,701,785 82,874 127,127 2,911,786

Stéphane Achard Senior Vice-President, 26.59 (4) 150,608 265,144 2,733,975 123,141 121,546 2,978,662 Business and Institutional Services Louis-Daniel Gauvin General Manager 22.81 (5) 202,582 253,164 3,351,503 107,495 -205,643 (6) 3,253,355

(1) M onique F. Leroux was previously credited with three additional years for purposes of the supplemental pension calculation. In 2015, the enhanced pension payable to M onique F. Leroux corresponds to an actuarial value equal to 75% of her base salary for 2015.

(2) M onique F. Leroux's annuity comes into effect July 1, 2016. (3) Jacques Descôteaux was credited 2.38 additional years for DGPP (included in the 22.75) which are not recognized for purposes of the supplemental pension plan. (4) Stéphane Achard was previously credited with 13.94 additional years for DGPP purposes (included in the 26.59) which are not recognized for purposes of the supplemental pension plan. (5) Louis-Daniel Gauvin was previously credited three additional years (included in the 22.81) for the purposes of the supplemental pension plan.

(6) Louis-Daniel Gauvin has a loss regarding non-compensatory items due to the age reached in 2015 which impacts the accounting assumptions related to the projected retirement age.

Compensatory changes are a function of the number of years of credited service and of any difference between salary earned during the year and salary expected. They may be the result of changes in actuarial assumptions and/or methods compared to the previous year.

The accrued obligations at year end were calculated based on the methods and assumptions used in the most recent accounting valuation.

Non-compensatory changes stem primarily from changes in assumptions.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Monique F. Leroux is entitled to receive a payment of $571,612, which will be paid at the end of her mandate.

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DIRECTOR COMPENSATION

Pursuant to the compensation policy for officers of the Federation, the members of the Board of Directors of Caisse centrale are entitled to an annual retainer and meeting fees.

The annual retainer for Board members is $32,000 (the Chair of the Board receives an additional $20,000, unless this position is held by the President and Chief Executive Officer). The retainer is for serving on the Board of Directors of the Federation, Caisse centrale, Desjardins Trust Inc. and Capital Desjardins inc. and is paid on a prorated basis by the Federation, Desjardins Trust Inc. and Caisse centrale. Directors chairing commissions or committees of the Board of Directors that meet at least four times a year receive an additional retainer of $6,500.

Under the compensation policy for officers of the Federation, each director who is not an employee of the Federation receives a meeting fee of $1,200 per day of Board meeting attendance. For attendance of Board commission/committee meetings, the fee amounts to $600 per half day, up to a maximum of $1,200 per day regardless of the number of commission/committee meetings attended. Each director is also entitled to a meeting fee of $200 for each meeting attended by any electronic means that allow verbal communications among all participants. Directors are further entitled to reimbursement of out-of-pocket expenses incurred in the course of their duties. However, no meetings fees are paid or expenses reimbursed for directors who attend a meeting of the Board of Directors, Executive Committee or Audit Committee or any other committee of the Federation, as the case may be, held on the same day as a meeting of the Boards of the Federation, Caisse centrale, Desjardins Trust Inc. or Capital Desjardins inc.

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Director compensation The table below discloses the individual compensation received in 2015 by the members of the Board of Directors in the course of directorships with the Federation, Caisse centrale (CCD), Desjardins Trust Inc. (DT) and Capital Desjardins inc. (CDI) or as otherwise indicated below:

Compensation received for directorships with the (1) Name Other fees Federation, CCD, DT and CDI Meeting Annual Meeting Annual 2015

fees retainer fees retainer TOTAL ALLARD, Michel $34,151 $34,300 $5,849 $10,000 $84,300 BARIL, Jacques $37,087 $51,889 $5,313 $2,764 $97,053 BÉLANGER, Annie P. (Chair of the Board of DID)(2) $38,576 $49,000 $13,424 $32,184 $133,184 BOULERICE, Donat $34,014 $49,000 $5,677 $17,500 $106,191 CHAMBERLAND, Serges $33,782 $59,779 $7,418 $10,626 $111,605 CHEVALIER, Carole $34,451 $49,000 $7,849 $7,000 $98,300 DESSUREAULT, Sylvain $31,651 $34,000 $449 $0 $66,100 FORAND, Luc(3) $38,379 $52,593 $4,321 $5,000 $100,293 GAGNÉ, André, CPA, CGA $39,688 $68,500 $5,312 $13,939 $127,439 GENEST, Yves $30,101 $34,000 $4,799 $5,000 $73,900 HAWTHORN, Neil(3) $19,614 $25,195 $286 $0 $45,095 LAFORTUNE, Andrée, FCPA, FCA $32,651 $57,667 $3,449 $3,889 $97,656 LAPORTE, Jean-Robert $29,951 $49,000 $7,049 $12,542 $98,542 LAROUCHE, Sylvie $28,201 $49,000 $12,599 $13,500 $103,300 LAUZON, Marcel (Chairman of the Board of DGIG)(2) $31,611 $49,000 $34,339 $28,500 $143,450 LEROUX, Monique F., C.M., O.Q., FCPA, FCA(4) n/a n/a n/a n/a n/a LEVASSEUR, Pierre(5) $16,548 $11,722 $952 $1,250 $30,472 PARÉ, Denis $47,916 $89,168 $2,584 $3,684 $143,352 PERRON, Johanne(5) $12,688 $8,140 $112 $0 $20,940 RAÎCHE, Alain $37,336 $34,000 $3,864 $3,070 $78,270 ROUSSEAU, Serge(3) $35,711 $52,593 $3,589 $5,000 $96,893 SAVARD, Christian(3) $19,164 $36,572 $336 $0 $56,072 ST-PIERRE BABIN, Sylvie $39,836 $49,000 $5,664 $5,689 $100,189 TOURANGEAU, Serge (Chairman of the Board of DS)(2) $30,851 $49,000 $11,249 $28,500 $119,600 TURCOTTE, Benoît (Chairman of the Board of FSD)(2) $36,079 $34,300 $11,621 $17,000 $99,000 VINET, Yvon (Chairman of the Board of DSF)(2) $40,501 $49,000 $21,499 $39,309 $150,309 Total $810,538 $1,125,418 $174,803 $265,946 $2,376,705

(1) Amounts received for chairing the Board of a subsidiary and serving on the Desjardins Group Retirement Committee, Desjardins Group Retirement Committee’s Investment Committee or Desjardins Group Retirement Committee’s Audit, Professional Practices and Compliance Committee. Amounts also received for directorships with Desjardins Financial Corporation Inc., Desjardins Financial Holding Inc., Capital Desjardins inc., Fonds de sécurité Desjardins, Desjardins Technology Group Inc., and Desjardins Shared Services Group Inc. Amounts also received for serving on the Comité aviseur du Grand Montréal and the Advisory Committee of Desjardins Group and other ad hoc committees. (2) Développement international Desjardins (DID), Desjardins General Insurance Group Inc. (DGIG), Desjardins Financial Security Life Assurance Company (DFS), Desjardins Securities Inc. (DS) and Fonds de sécurité Desjardins (FSD). (3) Term began on March 28, 2015. (4) The Chair of the Board, President and Chief Executive Officer of Desjardins Group receives no compensation as chair of the Board of Directors of the Federation, CCD and DT. (5) Pierre Levasseur and Johanne Perron completed their term of office on March 28, 2015.

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AUDIT COMMISSION INFORMATION

RULES OF THE AUDIT COMMISSION

The rules of the Audit Commission of Caisse centrale are included in the Audit Commission Charter, a copy of which is appended hereto as Schedule B.

COMPOSITION OF THE AUDIT COMMISSION

The Audit Commission of Caisse centrale consists of five members, namely Donat Boulerice, Luc Forand, André Gagné, Jacques Baril and Benoît Turcotte. Each member of the Audit Commission is independent and financially literate in accordance with Regulation 52-110 Respecting Audit Committees.

RELEVANT EDUCATION AND EXPERIENCE

Audit Commission members have the necessary education and experience to assume their responsibilities within the Audit Commission. More specifically, their expertise is as follows:

Donat Boulerice holds a bachelor’s degree in education and a master’s degree in physical education and recreation, with a concentration in administration. He serves on the Board of Directors of Caisse populaire Rideau-Vision d’Ottawa Inc. He has been Chairman of the Board of Directors of the Fédération des caisses populaires de l’Ontario Inc. since April 2010 and is an ex-officio member of its Audit Committee. Donat Boulerice has directorships with the Federation, Caisse centrale, Capital Desjardins inc. and Desjardins Trust, and serves on the Audit and Inspection Commission, the Audit Commission and the audit committees of those entities and on the Audit Committee of Desjardins Financial Holding Inc. He also serves on the Board of Directors of Fonds de sécurité Desjardins.

Luc Forand holds a bachelor’s degree in computer science. He is Chairman of the Board of Caisse Desjardins de Saint-Césaire. Luc Forand has directorships with the Fédération, Caisse centrale, Capital Desjardins inc. and Desjardins Trust Inc., and is a member of the Audit and Inspection Commission, the Audit Commission and the audit committees of those entities as well as the Audit Committee of Desjardins Financial Holding Inc. He also serves on the Board of Directors of Fonds de sécurité Desjardins.

André Gagné holds a master’s degree in accounting. He is a member of the Ordre des comptables professionnels agréés du Québec (CPA) and Chairman of the Board of Caisse Desjardins des Chutes Montmorency. André Gagné has directorships with the Federation, Caisse centrale, Capital Desjardins inc. and Desjardins Trust, and serves on the Audit and Inspection Commission, the Audit Commission and the audit committees of those entities as well as the Audit and Risk Committee of Desjardins Financial Security Inc., and on the Audit Committee of Desjardins Financial Holding Inc. He serves on the Board of Directors of Fonds de sécurité Desjardins and is an observer on the Risk Management Commission of the Federation and Caisse centrale, as well as the Risk Management Committee of Desjardins Trust Inc.

Jacques Baril holds a bachelor’s degree in organizational management and is Chair of the Board of Directors of Caisse populaire Desjardins de Pointe-aux-Trembles. He has directorships with the Federation, Caisse centrale, Capital Desjardins inc. and Desjardins Trust, and serves on the Audit and Inspection Commission, the Audit Commission and the audit committees of those entities as well as on the Audit Committee of Desjardins Financial Holding Inc. He also serves on the Board of Directors of Fonds de sécurité Desjardins.

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Benoît Turcotte is a businessman. He is Chairman of the Board of Caisse Desjardins de l’Est de l’Abitibi. He has directorships with the Federation, Caisse centrale, Capital Desjardins inc. and Desjardins Trust. He serves on the Audit and Inspection Commission, the Audit Commission and the audit committees of those entities and on the Audit Committee of Desjardins Financial Holding Inc. He is Chairman of the Board of Fonds de sécurité Desjardins. He also serves on the Desjardins Group Retirement Committee and its Investment Committee.

Members also have access to orientation and ongoing training programs.

PRE-APPROVAL POLICIES AND PROCEDURES

The Board of Directors of the Federation has adopted a policy respecting the awarding of contracts for non- audit services by a component of Desjardins Group, including Caisse centrale, to the independent auditors of Desjardins Group. Under this policy, a copy of which is appended to this Annual information Form as Schedule C, the Federation’s Audit and Inspection Commission is legally responsible for pre-approving non-audit services provided by Desjardins Group’s external auditors, whether rendered to Desjardins Group or its components. The goal is to eliminate threats to the external auditor’s independence or reduce our exposure to said threats an acceptable level, thereby avoiding situations that may adversely affect or appear to affect its judgment or objectivity.

EXTERNAL AUDITOR SERVICE FEES BILLED (BY CATEGORY)

Audit related fees

2015 $925,503 2014 $827,305

These fees include services related to the annual audit and quarterly reviews of Caisse centrale. They also include fees for work performed for subsidiary Desjardins FSB Holdings Inc. and for Caisse centrale Desjardins U.S. Branch.

Audit-related services fees

2015 $450,557 2014 $1,226,330

These fees include audit-related services provided by the auditor, including work performed on a prospectus, the translation of financial reports and the work in connection with covered bonds. These fees also include services rendered pertaining to the issuance of medium-term notes in the United States and in Europe and costs relating to audit reporting for public companies performed by the Canadian Public Accountability Board (CPAB).

Tax fees

During the past two fiscal years, the services provided by the external auditor did not include any fees for tax services.

Other fees

No other fees were invoiced during the last two fiscal years for services provided by the external auditors.

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CORPORATE GOVERNANCE DISCLOSURE

BOARD OF DIRECTORS AND BOARD MANDATE

Caisse centrale’s Board of Directors is composed of 22 directors, the majority of which are independent. These directors are the same as those on the Boards of Directors of the Federation, Desjardins Trust Inc. and Capital Desjardins inc. The two vice-presidents of the regional councils of the Outaouais, Abitibi- Témiscamingue and Nord-du-Québec region and the Bas-Saint-Laurent and Gaspésie-Îles-de-la- Madeleine region also attend Board meetings as managing directors. These two managing directors have no voting rights.

After each Board of Directors, commission, committee or executive committee meeting, a closed-door session is held without the members of Caisse centrale management being present, except for the Chair of the Board, President and Chief Executive Officer as long as he or she is not required to withdraw for independence reasons. In 2015, 12 meetings of the Board of Directors were followed by a closed-door session without members of management being present. Unrelated directors are independent within the meaning of Regulation 58-101 respecting disclosure of corporate governance practices and Regulation 52-110 respecting Audit Committees.

Administrators are independent if they have no material relationships with Caisse centrale that, in the Board’s opinion, could be perceived as detrimental to their judgement.

The Board of Directors has five non-independent directors within the meaning of the Act respecting the Mouvement Desjardins, the Act respecting financial services cooperatives, the Securities Act (Quebec) and their regulations: the Chair of the Board, President and Chief Executive Officer of Caisse centrale and four caisse general managers. In the opinion of Caisse centrale’s Board of Directors, the first one is non- independent since she is a member of Caisse centrale’s Management Committee, and the four others, since they are employed by Desjardins Group, namely by caisses. However, no directors have business or personal relationships with Caisse centrale’s members of Management Committee or interests that, in the Board's opinion, could materially affect their ability to act in the best interest of Caisse centrale and Desjardins Group, or interests reasonably likely, in the Board's opinion to be perceived as detrimental.

For guidance on exercising its judgment, the Board of Directors refers to the Desjardins Group Code of Professional Conduct governing its directors and the declarations of interests they file each year. Note that a review of the directors’ declarations of interests show a focus on their roles and responsibilities within Desjardins Group since none of them serve on the board of directors of a non-Desjardins Group reporting issuer, except for the Chair of the Board, President and Chief Executive Officer of Desjardins Group who serves on the Board of Directors of the French bank Crédit Industriel et Commercial whose shares are listed on the Paris Stock Exchange, the Board of Directors of Compagnie Générale des Établissements Michelin whose shares trade on the NYSE and Euronext Paris stock exchanges and on the Board of Directors of Alimentation Couche-Tard inc. whose shares are listed on the Toronto Stock Exchange (TSX). Within Desjardins Group, the directors of Caisse centrale are also directors of the Federation and Capital Desjardins inc.

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Independent directors

The following is a list of directors who are independent within the meaning of corporate governance disclosure and the concept of independence defined in Regulation 52-110 respecting Audit Committees:

Jacques Baril Annie P. Bélanger Donat Boulerice Serges Chamberland Carole Chevalier Luc Forand André Gagné Andrée Lafortune Jean-Robert Laporte Sylvie Larouche Marcel Lauzon Denis Paré Serge Rousseau Sylvie St-Pierre-Babin Christian Savard Serge Tourangeau Yvon Vinet

Michel Allard and Benoît Turcotte are managing directors, and are independent, to the same extent as directors.

Non-independent directors

In the opinion of Caisse centrale’s Board of Directors, the following directors are not independent within the meaning of corporate governance disclosure and the concept of independence defined in Regulation 52-110 respecting Audit Committees:

Sylvain Dessureault Yves Genest Neil Hawthorn Monique F. Leroux Alain Raîche

Additional information on the Board of Directors, the independence of its members, the independence of the Board of directors in relation to Caisse centrale’s management, attendance reports and the Board mandate on pages 111-117 and on page 122 of the Annual Report is incorporated herein by reference.

DESCRIPTIONS OF ROLES

Each commission or committee of the Board of Directors of Caisse centrale is chaired by an external director (Commission Chair). The Commission Chair is responsible for managing the Commission or committee and ensuring the efficiency of its work. The Chair shall take all reasonable actions to ensure that the Commission and committee perform their mandate fully.

The Commission Chair’s responsibilities include: taking all reasonable actions to ensure cohesion among members of the Commission or the committee and demonstrating the leadership required to that end; taking all reasonable actions to obtain adequate resources that will allow the Commission or the committee to perform its work; taking all reasonable actions to implement a process that will allow the efficiency of the Commission or the committee and each member’s contribution to be evaluated on a regular basis; presiding over Commission or the committee meetings; setting the agenda for each Commission meeting, in consultation with the General Secretariat; adopting work methods that favour effectiveness and efficiency; taking all reasonable actions to promote discussions during the conduct of Commission meetings and ensure that enough time is allotted for serious and in-depth discussions of the matters; ensuring that the Commission or the committee discharges its responsibilities fully.

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Each commission or committee Chair shall report to the Board of Directors on the committee or the Commission’s discussions and decisions made or recommendations formulated.

Additional information on work descriptions on pages 111, 112 and 118-120 in the Annual Report is incorporated herein by reference.

ORIENTATION AND CONTINUING EDUCATION

Caisse centrale offers orientation sessions and continuing training to its directors, it also develops activities tailored to the directors’ specific needs.

All new directors attend an onboarding session that involves meeting with certain members of management and receiving a reference manual containing all the critical information they need in order to carry out their duties. Directors can also access the manual on an intranet site specifically intended for them: the Executive Portal. All directors receive a document reminding them of the expectations and the duties that come with their position. Orientation sessions are held to ensure effective and efficient integration of new members of Board commissions and committees.

As needed and upon request, meetings with specialists from the Caisse centrale are also organized to help directors increase their general and specific knowledge of the organization and of its main strategic projects.

The training program for Board members falls under the activities of the Desjardins Cooperative Institute, a training institute created for the managers, employees and elected officers of Desjardins Group.

Information about the orientation and training program for new directors appearing on page 115 of the Annual Report is incorporated herein by reference.

BUSINESS ETHICS

The Caisse centrale Code of Professional Conduct (Code) was filed on the SEDAR website at www.sedar.com.

The Board of Directors is responsible for preserving the cooperative nature of Caisse centrale, which is defined by the cooperative values and principles established by the International Co-operative Alliance, and for promoting Desjardins Group values, namely money at the service of human development, democratic action, personal commitment, integrity and rigour in the cooperative enterprise, solidarity with the community, and intercooperation. The Board of Directors is also responsible for enforcing the rules of ethics and professional conduct of Desjardins Group and Caisse centrale among executive officers, managers, employees and elected officers, and for building their awareness of the organization’s values.

The Caisse centrale has a Board of Ethics and Professional Conduct. The members of the Board of Ethics and Professional Conduct are elected at the council of representatives. This Board is responsible for adopting the rules of ethics and professional conduct applicable to Caisse centrale, for helping update the Code and, as needed, for issuing advice with regard to ethical or professional conduct and cooperation.

Directors, officers, including executive officers, and employees are subject to rules of ethics and professional conduct that require them to avoid being placed in real or perceived conflict of interest situations. They must report without fail any such situation to the authorities concerned or their superior and abstain from voting or making a decision in such respect or influencing the related vote or decision. Agreements for transfers of assets between the Caisse centrale and these persons must also be approved by the Board of Directors of the Caisse centrale, upon prior opinion of the Board of Ethics and Professional Conduct. The same applies to agreements for the supply of goods and services, which must be approved by the Board of Directors, upon prior advice of the Board of Ethics and Professional Conduct (unless the agreement involves only small amounts). Directors and officers must also regularly complete written declarations indicating their own interests or those of related persons, in any business.

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The Board has a support structure in place to allow it to carry out awareness and training activities and to provide advisory services. These are some of the practical measures taken by Caisse centrale to promote its values and to ensure compliance with the Code. The Code also imposes penalties for violations. Desjardins Group also has a confidential procedure for reporting violations to the Code and other regulatory frameworks.

Additional information on business ethics on page 111 of the Annual Report is incorporated herein by reference.

DIRECTOR NOMINATION PROCESS

Given the cooperative structure of Caisse centrale and the principle of delegation which prevails within the organization, its Board of Directors is composed of persons elected by the delegates of member caisses of Caisse centrale and the Federation who directly elect 17 of the 22 directors at regional or group caisse meetings. These persons chair the regional councils and the council of group caisses.

Information on the director nomination process, including information on representation of the Board of Directors and the appointment of executive officers to Caisse centrale on pages 111-117 of the Annual Report is incorporated herein by reference.

COMPENSATION

Additional information on director compensation on pages 120 and 121 of the Annual Report is incorporated herein by reference.

For further details, see the “Statement of Caisse centrale’s executive officers compensation” section of this Annual Information Form.

BOARD COMMITTEES

The Board forms committees and commissions to support and streamline its various activities (guidance, planning, monitoring and control) and defines the mandates of these committees and commissions, which are composed entirely or almost entirely of independent members. At the end of each meeting, these commissions and committees hold in camera sessions which management members do not attend, except for the Chair of the Board, President and Chief Executive Officer (unless his or her recusal is necessary for independence reasons). The membership and mandates of these commissions and committees are reviewed every year. A report on the work of each committee and commission is systematically presented at a meeting of the Board monitoring their work.

Information on the committees of the Board of Directors of Caisse centrale on pages 118-120 of the Annual Report is incorporated herein by reference.

For more information on the Audit Committee of Caisse centrale, please see the “Audit Commission Information” section in this Annual Information Form.

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EVALUATION

The Board of Directors and its commissions and committees evaluate their performance annually. An action plan resulting from the evaluation process is then recommended to the Board of Directors by the Corporate Governance Commission, which ensures a follow-up thereon. The Board of Directors also receives a mid-year progress report on the achievement of its own annual objectives and a full report at year-end.

These exercises are accompanied by an ad hoc peer review process under which Board members obtain feedback from colleagues regarding their contribution to the work of the Board, and may conclude with an individual meeting between each director and the Chair of the Board. It is important to note that the objective of these meetings between the Chair and the directors, whether formal or informal, is to improve performance of the different bodies. The peer assessment process and the individual meetings with the Chair of the Board were not carried out in 2015 due to other governance priorities.

Further, based on the recommendation of the members of the Governance Commission and in accordance with the AMF Guideline Governing Integrity and Competency Criteria, the Board of Directors carries out a directors’ skill self-assessment process. Each director completes a self-assessment scorecard designed for this purpose. The scorecard results are compiled and used to select development activities and for the design of a skills matrix for directors. This matrix consists of fifteen skill areas generally expected from members of the board of a financial institution. It has been adapted given the cooperative nature of Desjardins Group.

The table presenting these fifteen areas along with each director’s recognized expertise which can be found at the bottom of page 115 of the Annual Report is incorporated herein by reference.

This matrix demonstrates that Board directors collectively have extensive experience and complementary skills, allowing them to make an active and informed contribution to the governance of Desjardins Group. This voluntary disclosure will evolve and represents an evaluation criteria which will guide the skill development of Board members.

Information on evaluation on page 114 of the Annual Report is incorporated herein by reference.

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SCHEDULES

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SCHEDULE A

Rating categories by credit rating agency

Credit rating Rating Outlook agency

DBRS Short-term obligations rated “R-1” indicate very strong capacity for A negative outlook payment of short-term financial commitments at maturity. This indicates that a capacity is not significantly vulnerable to foreseeable events. rating is more likely to change in A rating of “AA” denotes superior credit quality, and protection of the medium term. interest and principal is considered high. In many cases, they differ from obligations rated “AAA” only to a small degree. Each rating category is denoted by the subcategories “high” and “low. The absence of either a “high” or “low” designation indicated the rating is in the middle of the category.

Standard & “A-1” is the highest rating for short-term obligations and indicate the A stable outlook Poor’s issuer’s strong capacity to meet its financial commitments. indicates that a rating is not likely An obligation rated “A” indicates that the issuer has strong capacity to to change. meet its financial commitments, but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rate categories. The addition of a “+” or “-“ shows the relative standing within the rating categories.

Moody’s Short-term obligations rated “P-1” indicate that an issuer has superior A negative outlook ability to meet such obligations. indicates that a rating is more Debt obligations rated “Aa” are judged to be high quality with very low likely to change in credit risk. the medium term. Modifiers “1”, “2” and “3” respectively indicate that the obligation ranks in the higher end, mid-range or lower end of its rating category.

Fitch Short-term obligations rated “F1” denote the highest credit quality and A stable outlook the strongest capacity to repay financial commitments in a indicates that a timely manner. rating is not likely to change. Debt obligations rated “AA” denote expectations of very low credit risk and are judged to be of high credit quality. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories.

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SCHEDULE B

Caisse centrale Desjardins Audit Commission Charter

Approved by the Board of Directors at its meeting of February 25, 2016. Subsequent to the recommendation of the Audit Commission on November 5, 2015.

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TABLE OF CONTENTS

1. The mandate ...... 3 2. Operating principles ...... 3 2.1 Values ...... 3 2.2 Communications ...... 3 2.3 Financial literacy ...... 4 2.4 Findings and information needs ...... 4 2.5 External resources ...... 4 2.6 Reports to the Board and General Assembly ...... 4 2.7 Commission self-assessment ...... 4 2.8 Independent auditor ...... 4 2.9 Oversight of the Desjardins Group Monitoring Office (DGMO) ...... 4 2.10 Risk management ...... 4 2.11 Compliance ...... 5 2.12 Regulators ...... 5 3. Operations ...... 5 3.1 Composition ...... 5 3.2 Core member qualifications ...... 5 3.3 Development ...... 6 3.4 Meetings: frequency, participation and compensation ...... 6 4. Duties and responsibilities ...... 7 4.1 Financial information ...... 7 4.2 Internal controls ...... 8 4.3 Risk management ...... 9 4.4 Compliance ...... 9 4.5 Regulators ...... 10 4.6 External audit ...... 10 4.7 Oversight of the DGMO ...... 11 4.8 The finance team ...... 12

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1. THE MANDATE

The Board of Directors (“Board”), within the scope of its monitoring, control and reporting responsibilities, delegates’ responsibility for monitoring the financial reporting process to the Audit Commission (“Commission”). To that end, the Commission: ■ Reviews the interim and annual consolidated financial statements and management’s discussion and analyses (“MD&As”) ■ Reviews press releases, as applicable, and the Annual Information Form ■ Reviews financial reporting, in particular the independent auditors’ report ■ Oversees the internal control system ■ Oversees the management of risks related to the financial reporting process ■ Oversees the oversight and external audit processes ■ Oversees compliance management ■ Reviews any other element entrusted by the Board ■ Comments on the mandate of the finance team, within the scope of the Commission’s responsibilities Moreover, the Commission ensures the independence of the independent auditor, the Chief Monitoring Officer of Desjardins Group and the Company’s Chief Compliance Officer.

This Charter details how the Commission operates to fulfill the mandate entrusted to it by the Board. It complies with the regulatory requirements for a reporting issuer, as set out in Regulation 52-110. Where Regulation 52-110 provides no guidance, the rules pursuant to the Act respecting financial services cooperatives, the Act respecting the Mouvement Desjardins, or Desjardins Group’s Policy on the Composition of Commissions and Committees have been cited.

2. OPERATING PRINCIPLES

The Commission assumes its responsibilities guided by the following principles: 2.1 Values The Commission expects management to act in accordance with Caisse centrale Desjardins Code of Professional Conduct, the legislation and regulations that apply to Caisse centrale Desjardins, the principles of sound governance, and to adopt a rigorous approach to compliance, financial disclosure and oversight.

2.2 Communications Through its Chair, members of the Commission expect to have direct access and open communication with management, employees, the chairs of the other committees or commissions of Caisse centrale Desjardins, the independent auditor, the Senior Vice- President and Chief Financial Officer of Caisse centrale Desjardins, the Chief Monitoring Officer of Desjardins Group and the Company’s Chief Compliance Officer.

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2.3 Financial literacy Commission members are financially literate within the meaning of Regulation 52-110 respecting Audit Committees, and in particular, they are able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by reading the consolidated financial statements of Caisse centrale Desjardins.

2.4 Findings and information needs The Commission communicates its concerns to senior management, the independent auditor and the Chief Monitoring Officer of Desjardins Group, according to the responsibilities of each.

2.5 External resources In addition to any assistance it may receive from the independent auditor and the DGMO in performing its duties, the Commission may engage external resources with specialized expertise at the expense of Caisse centrale Desjardins.

2.6 Reports to the Board and General Assembly After each meeting, the Commission Chair submits a written report at the next Board meeting. Each year, the Commission Chair drafts an activity report to the Board and the General Assembly for inclusion in the Annual Report of Caisse centrale Desjardins.

2.7 Commission self-assessment The Commission annually reviews and discusses its performance, and reviews its role, responsibilities, and the performance of its members through a self-assessment conducted by its members.

2.8 Independent auditor The independent auditor is accountable to the Board through the Commission, and must report any significant or potentially significant event to the Commission. The independent auditor may call meetings of the Commission and must be given notice of all Commission meetings.

2.9 Oversight of the Desjardins Group Monitoring Office (DGMO) The Commission expects the DGMO to provide assurance as to the degree of control over operations by delivering an independent assessment of the design and effectiveness of governance, risk management and internal control processes.

2.10 Risk management Under its financial reporting oversight responsibilities, the Commission monitors financial risks and the related internal controls, consistent with the work of Caisse centrale Desjardins’s Risk Management Commission.

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2.11 Compliance The Commission expects the Company’s Chief Compliance Officer to provide assurance as to the degree of control over regulatory compliance and to express an opinion on the application and adequacy of compliance management mechanisms.

2.12 Regulators The Commission meets as required and reports on its activities to regulators, including the Autorité des marchés financiers (AMF).

3. OPERATIONS

The Commission’s operating principles comprise the following:

3.1 Composition ■ The Commission is composed of five members appointed by the Board, including the Chair. All Commission members must be independent, in accordance with Regulation 52-110. They must be free from any relationship or interest that might interfere with the exercise of their independent judgment. ■ The Commission Chair is designated in accordance with Desjardins Group’s Policy on the Composition of Commissions and Committees. ■ The term of a member’s mandate ranges from one to six years, and may be extended by one or two years in certain exceptional circumstances. However, to ensure continuity, it is preferable that all members not be replaced in the same year. ■ The Commission Secretary is a person appointed by the Commission but who is not a member of the Commission. ■ The Chief Monitoring Officer of Desjardins Group and the Senior Vice-President and Chief Financial Officer of Caisse centrale Desjardins jointly assume functional leadership of the Commission.

3.2 Core member qualifications

These mainly include: ■ Financial literacy which can be acquired within a reasonable timeframe after the member’s appointment ■ Business experience, relevant specialized qualifications, sound judgment and pragmatism ■ Objectivity, integrity, and independent thought ■ Capacity to exercise diligence ■ Familiarity with the activities of Caisse centrale Desjardins and the industry

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3.3 Development 3.3.1 The Commission must offer new members an information or orientation session explaining, among other things, the mandate of the Commission, the role and responsibilities of its members, the activities of Caisse centrale Desjardins, its financial statements, accounting practices and standards, financial policies, internal control requirements, financial ratios, risks, and requirements of regulators and compliance policies. 3.3.2 Members shall be responsible for enquiring about new practices that are likely to influence the Commission’s role and responsibilities in order to propose that the Board make any necessary changes to redefine its mandate. 3.3.3 Members must receive information periodically on new accounting standards and recommendations issued by the Canadian Accounting Standards Board, and regulators, or international practices and their repercussions on the entity if the impact is significant. They are to receive information periodically, where available, on sound practices regarding compliance policies and the internal control environment.

3.4 Meetings: frequency, participation and communication 3.4.1 Statutory meetings are to be determined at the beginning of the year, in accordance with a schedule approved by the Board, and must be held at least once every quarter. When necessary, other meetings may be added in the course of the year. Commission members receive compensation for their services as determined in accordance with the policies in effect for the entity.

3.4.2 Meeting participation:

■ Regular attendees: ■ Commission members ■ General Manager, Caisse centrale Desjardins ■ Senior Vice-President and Chief Financial Officer, Caisse centrale Desjardins ■ Vice-President, Financial Disclosure, Caisse centrale Desjardins ■ Chief Monitoring Officer, Desjardins Group ■ Independent auditor ■ Person acting as secretary of the Commission Other attendees: ■ The Commission may invite any individual from Desjardins Group to attend all or part of Commission meetings, as it deems necessary or desirable. The quorum for any meeting shall be a majority of members. However, if a quorum is no longer present due to a requirement for one or several members to leave the meeting, quorum shall be reduced to the number of voting members present for the duration of deliberations on that issue. The Commission includes on the agenda for each meeting, or on an ad hoc basis, an in-camera discussion period with or without managers or observers present.

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3.4.3 The Commission carries out annual planning of its activities, including: ■ Annual activity plan of the Commission ■ Update of the Commission’s charter ■ Review of the organizational chart of Caisse centrale Desjardins to assess whether any changes to the Commission’s activities are necessary ■ Confirmation of Commission members’ independence ■ Assessment of Commission members’ financial literacy ■ Performance assessments of the Commission and each of its members ■ Planning for member training on accounting/regulatory developments and other relevant matters ■ Setting of the annual Commission meeting schedule

3.4.4 The Commission records the content of each of its meetings in minutes.

4. DUTIES AND RESPONSIBILITIES

The Commission has the following duties and responsibilities:

4.1 Financial information The Commission reviews, and recommends that the Board approve, the interim and annual consolidated financial statements and MD&A, and ancillary documents. The Commission ensures the quality and integrity of the presentation and reporting of financial information in accordance with IFRS, and the use of adequate accounting procedures. 4.1.1 Quarterly and annually: Determine whether the consolidated financial statements, including schedules, as applicable, and the MD&A present fairly the financial position and the results and activities for the period ■ Assess the consolidated financial statements’ compliance with and application of IFRS. ■ Assess whether management uses the appropriate accounting practices, applied consistently, and obtain the opinion of the independent auditor thereon ■ Verify whether accounting practices are comparable to those used in the industry or other Desjardins Group entities ■ Review, with management and the independent auditor, the effects of adopting new accounting policies ■ Review with management the significant decisions made in preparing the consolidated financial statements and MD&A ■ Obtain a letter from management certifying the reliability of the results and use of appropriate accounting practices (management representation letter) ■ Review and revise the processes regarding financial certification, the information disclosed in the MD&A and the certificate signed by the Chairman of the Board and Chief Executive Officer of Caisse centrale Desjardins and the Senior Vice-President and Chief Financial Officer of Caisse centrale Desjardins that are to be included in the annual and interim public filings of Caisse centrale Desjardins in compliance with Regulation 52-109 ■ Pay close attention to complex or unusual transactions, particularly acquisitions, discontinued operations and related party transactions. ■ Review, specifically, issues requiring subjectivity, such as the assessment of assets and liabilities, provisions/reserves (including tax provisions) or other commitments

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■ Review litigations and determine whether they are sufficiently provisioned ■ Ensure that materiality is adhered to ■ Ensure that the regulatory ratios are met and that the consolidated balance sheet is balanced, as well as the Company’s liquidity and funding capacity indicators ■ Review the press releases of significant financial information as well as any other significant financial communications ■ Review the quarterly and annual certification to the AMF ■ Review the impact on the consolidated financial statements of new regulatory or accounting measures as well as off-balance sheet structures ■ Review the independent auditor’s report accompanying the annual and interim consolidated financial statements ■ Meet privately with the Senior Vice-President and Chief Financial Officer of Caisse centrale Desjardins on a quarterly basis ■ Recommend that the Board approve the consolidated financial statements, MD&A and press releases, as applicable Pursuant to article 44 of the Act respecting the Mouvement Desjardins, the Commission must, if it becomes aware of an error or misstatement in a financial statement, cause such statement to be corrected and inform the Board thereof.

4.1.2 Annually, the Commission must: ■ Review the Annual Information Form including the information set out in Form 52-110F1, Audit Committee Information Required in an AIF and recommend its adoption to the Board ■ Oversee the application and updating, as needed, of Desjardins Group’s material financial information reporting policy and recommend its adoption to the Board ■ Ensure that adequate procedures are implemented to review public reporting of financial information extracted or derived from the consolidated financial statements other than information provided for in the documents stipulated in section 4.1 and periodically assess the adequacy of such procedures ■ Review tax and tax planning issues that are material to the consolidated financial statements ■ Ensure that all taxes, income taxes and payroll deductions have been paid for Caisse centrale Desjardins 4.1.3 Review prospectuses before their publication on issuance of securities and program renewals.

4.2 Internal controls The Commission shall ensure that management has designed and implemented an effective internal control system with regard to financial reporting, safekeeping of assets, detection of fraud and compliance.

4.2.1 Direct management to design, implement and maintain internal control mechanisms, including the controls for fraud prevention, identification and detection, and assess the effectiveness thereof. 4.2.2 Review the actions of management following the recommendations made by the independent auditor and the Chief Monitoring Officer of Desjardins Group regarding internal controls. 4.2.3 Receive from management, the independent auditor, the Chief Monitoring Officer of Desjardins Group, the Vice-President, Financial Disclosure, Caisse centrale Desjardins, as well as from other units, the regular reports on major control deviations or the detection of fraud, including those involving management, and how such shortcomings have been corrected.

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4.2.4 Obtain from management an annual evaluation of the effectiveness of its internal control system and mechanisms including the audit strategy for outsourced services, as well as the audit results. 4.2.5 Review fraud detection and prevention programs and policies. 4.2.6 Ensure procedures are in place for the receipt, retention and treatment of complaints received regarding accounting, internal controls or audit matters and that reporting is received thereon. 4.2.7 Ensure procedures are in place for the confidential and anonymous submission by employees of concerns regarding questionable accounting or audit matters and that reporting is received thereon.

4.3 Risk management 4.3.1 Work closely with the Risk Management Commission to ensure that material financial risks are adequately managed and controlled, and discuss the steps taken to manage and report on such exposures. 4.3.2 Obtain an opinion from the independent auditor and the Chief Monitoring Officer of Desjardins Group regarding financial reporting risks. 4.3.3 Meet annually or as needed in the performance of the Commission’s responsibilities with the General Counsel, the Senior Vice-President, Technologies and Shared Services Centre and other units of Desjardins Group, as required. 4.3.4 Meet privately on an annual basis, or as needed, with the General Manager of Caisse centrale Desjardins.

4.4 Compliance Ensure that Caisse centrale Desjardins has and applies a compliance management framework that provides the Company’s Chief Compliance Officer with reasonable assurance that regulations are adhered to and regulatory risks are effectively managed.

4.4.1 Ensure and maintain the independence of the Company’s Chief Compliance Officer. 4.4.2 Examine the Chief Compliance Officer’s reports on compliance management, the anti-money laundering and anti-terrorist financing policy, and the adequacy of the Company’s compliance framework 4.4.3 Ensure that it has sufficient resources to appropriately fulfill its responsibilities in respect of Caisse centrale Desjardins. 4.4.4 Examine the DGMO’s reports on compliance management and on the application and effectiveness of compliance management mechanisms. Ensure that appropriate follow-up is carried out. 4.4.5 Receive the annual report of the Company’s Chief Compliance Officer. 4.4.6 Meet privately, on an annual basis or as needed, with the Company’s Chief Compliance Officer.

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4.5 Regulators 4.5.1 Examine and follow up on relevant correspondence regarding requests or investigations pertaining to internal controls and all other relevant reports issued by supervisors regarding Caisse centrale Desjardins and within the Commission’s purview. 4.5.2 Examine regulatory filings deemed relevant that fall under the Commission’s purview and ensure that their requirements are met.

4.6 External audit The independent auditor is directly accountable to the Commission. The Commission is directly responsible for monitoring the work of the independent auditor engaged to prepare or deliver the annual audit reports and interim review reports or provide other audit, review or attest services. The Commission is responsible for assessing and monitoring the independent auditor's independence and effectiveness.

In order to meet its responsibilities in that respect, the Commission must:

4.6.1 Ensure and maintain the independence of the independent auditor by: 4.6.1.1 Recommending its appointment and reappointment to the Board in accordance with the Institutional Policy, “External Auditors of Desjardins Group”. 4.6.1.2 Establishing and recommending its compensation to the Board. 4.6.1.3 Approving beforehand all non-audit services provided to Caisse centrale Desjardins in accordance with the Institutional Policy, “External Auditors of Desjardins Group”. 4.6.1.4 Recommending policies to the Board and adopting specific procedures governing procurement of non-audit services. 4.6.1.5 Ensuring management complies with the supply policy or rules in effect with regard to awarding service contracts to its independent auditor. 4.6.1.6 Receiving a detailed quarterly list of the new engagements awarded by entity. 4.6.1.7 Having direct communication access. 4.6.1.8 Reviewing and recommending for Board approval the hiring policies in connection with the current of former partners and employees of the current or former independent auditor, as set out in the Institutional Policy, “External Auditors of Desjardins Group”. 4.6.1.9 Overseeing the rotation of the engagement, concurring and other audit partners. 4.6.1.10 Reviewing and discussing with the auditor its internal independence policies and procedures. 4.6.1.11 Receiving a confirmation of independence once a year from the independent auditor, disclosing all relationships the independent auditor and his or her firm have, within the exercise of related activities, with Caisse centrale Desjardins and its related parties and that, in their professional judgment, may reasonably be considered as likely to influence its independence.

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4.6.2 Approve the scope of the annual audit plan and proposed approach. 4.6.3 Review materiality annually based on audit risks. 4.6.4 Examine its post-audit report and comment on such items as audit highlights, summary of audit differences (corrected or not), quality of the accounting principles applied and work on fraud. 4.6.5 Examine and ensure follow-up on the management letter or any other report addressed to management. 4.6.6 Question the coordination of its work with that carried out by the Chief Monitoring Officer of Desjardins Group and the use made thereof. 4.6.7 Once each year, discuss with the independent auditor its internal quality control procedures and the summary of its Canadian Public Accountability Board (CPAB) inspection results). 4.6.8 Discuss the recognition and presentation of certain transactions, estimates, decisions and assumptions of management. 4.6.9 Resolve disputes between management and the independent auditor in connection with financial reporting, as applicable. 4.6.10 Meet privately with the independent auditor on a quarterly basis.

4.7 Oversight of the DGMO The Chief Monitoring Officer of Desjardins Group receives his or her oversight mandate pursuant to the Act(1) in respect of the caisse network and from the Desjardins Group Audit and Inspection Commission (AIC) and the audit commissions/committees in respect of the subsidiaries. The DGMO’s responsibilities are defined by the AIC and the subsidiaries’ audit commission/committees in connection with their respective oversight role. The AIC and the subsidiaries’ audit commissions/committees contribute to the assessment of the DGMO. The AIC approves the appointment of the Chief Monitoring Officer of Desjardins Group on recommendation as head of the Monitoring function. The chairs of the subsidiaries’ audit commissions/committees are involved in the decision to appoint or remove the Chief Monitoring Officer of Desjardins Group. To that end, the Commission must:

4.7.1 Ensure and maintain the independence of the Chief Monitoring Officer of Desjardins Group. 4.7.2 Challenge the strategies used to develop the DGMO’s annual oversight plan. 4.7.3 Ensure that the DGMO’s annual oversight plan focuses on the risks of the organization. 4.7.4 Approve the DGMO’s annual oversight plan and any subsequent amendments made thereto. 4.7.5 Ensure the execution of the DGMO’s annual oversight plan and receive, on a quarterly basis, an adequate account of audit work performed.

(1) Act respecting financial services cooperatives (R.S.Q., c. C-67.3) Page 11

4.7.6 Follow up on previous recommendations, findings and measures taken by management. 4.7.7 Coordinate its work with the independent auditor. 4.7.8 Resolve any disputes between the management and the Chief Monitoring Officer of Desjardins Group and review any difficulties identified during its work, while ensuring it has the necessary resources and sufficient access to information to properly fulfill its responsibilities. 4.7.9 Meet privately with the Chief Monitoring Officer of Desjardins Group on a quarterly basis.

4.8 The finance team In that respect, the Commission may:

4.8.1. Where deemed necessary, address commentaries to the General Manager of Caisse centrale Desjardins concerning execution of the mandate of the Senior Vice-President and Chief Financial Officer of Caisse centrale Desjardins, within the scope of the Commission’s responsibilities.

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SCHEDULE C

INSTITUTIONAL POLICY

TITLE: External Auditors of Desjardins Group

Adopted in: June 2001

Last reviewed on: December 13, 2013

1. STATEMENT

This policy has the three following purposes:

a) It sets out the administrative rules for selecting external auditors for Desjardins Group, the Fédération des caisses Desjardins du Québec (Federation), the components and investment funds, excluding Desjardins caisses in Quebec and those of the Fédération des caisses populaires de l’Ontario, and recommending their appointment to decision-making bodies.

b) Although it is not a reporting issuer, Desjardins Group has elected to apply the practices set out in Regulation 52-109, thereby demonstrating its intention to comply with best practices in financial governance. Desjardins Group has implemented oversight mechanisms for services that may be rendered by the external auditor of each of its entities. These protections complement those issued by the profession, legislation and regulations, as well as accounting firms.

c) Certain employment and other relationships between Desjardins Group and current or former employees and partners of external auditors could compromise the independence and effectiveness of the external auditors. Therefore, the nature of these relationships requires clarification.

2. OBJECTIVES

This policy aims to meet the following three objectives:

a) Develop an overall strategy for Desjardins Group covering the external auditor selection and appointment process as well as rules for soliciting donations, sponsorships, partnerships and any other type of contribution from the external auditors;

b) Implement oversight mechanisms for services that may be rendered by the external auditor of each of its entities;

c) Implement rules for recruiting accounting firm personnel.

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3. TERMINOLOGY

In the context of a Desjardins Group approach, all the components and investment funds are subject to this policy. Note that the combined financial statements of Desjardins Group are audited by the external auditors.

Financial reporting oversight functions

The term financial reporting oversight functions covers functions where a person in that position can potentially influence the content of accounting documents or any person is in charge of preparing these documents, which include in particular the following positions and all similar functions.

 Director  President and Chief Executive Officer  Senior Executive Vice-President, Desjardins Group and General Manager of the Federation  Senior Vice-President, Finance and Chief Financial Officer  Chief Monitoring Officer  Chief Treasurer  Vice-President and General Counsel  Vice-President, Finance Division

Audit engagement team

The term audit engagement team includes all the partners, principals and professionals of the external auditor participating or serving as “advisor” in an audit, review or attest engagement for Desjardins Group. The advisory services are related to technical or industry issues, transactions or events.

4. POLICY COMPONENTS

4.1. External auditor selection

4.1.1. External auditor’s term of appointment

4.1.1.1. Annually, the Audit Committee, in the case of reporting issuers, the Audit and Inspection Commission (AIC) or the Board of Directors of the Federation, of each component or investment fund, assesses, together with management, the quality of the external auditor’s work, with a view to recommending its reappointment. If a component or an investment fund decides not to reappoint the external auditor, such decision must be referred to the AIC.

4.1.1.2. After a period of five years, a more in-depth review of processes and the quality of the external auditor’s work is carried out for all the components and investment funds. Upon recommendation of the Audit Committee or the AIC, the Board of Directors of the component in question shall decide on the matter.

4.1.1.3. The external auditor shall be appointed by the components or the investment funds every year.

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4.1.2. Request for proposals

The Board of Directors is responsible for deciding whether or not to issue a request for proposals. If so, the Audit Committee and the AIC shall ensure that:

 none of the accounting firms are in a legal dispute with any of the other investment funds or components;

 the selection criteria are clearly defined;

 a request for proposal template is used.

4.1.3. Selection committee

To ensure that the selection process under a request for proposals is aligned with the policy objectives and guidelines, the selection committee shall be comprised of the members of the AIC and audit committees of subsidiaries as well as the Senior Vice-President Finance and Chief Financial Officer and the Chief Monitoring Officer of Desjardins Group. An additional non-voting member shall serve as coordinator. The committee shall consult the Senior Executive Vice-President, Desjardins Group and General Manager of the Federation regarding the request for proposals process.

The selection committee shall determine a rating scale for the following and other factors:

 the expertise of the team proposed by the accounting firm, for the area of business;

 the accounting firm’s capacity to meet the requirements of regulatory organizations;

 the availability of resources;

 the range of services authorized and available;

 the audit fees.

4.1.4. Soliciting external auditors

Given the importance of protecting their independence and objectivity, the external auditors shall be considered as suppliers with a privileged status. In this respect, the solicitation of donations, sponsorships, partnerships and any other type of contribution could be detrimental to maintaining such independence and objectivity.

Accordingly, any type of solicitation amounting to over $25,000, made directly or indirectly by a Desjardins Group manager or by a member of the Board of Directors is strictly prohibited, whether on behalf of oneself or an organization that he/she represents, unless authorization is obtained from the AIC or the Audit Committee of the component or the investment fund in question.

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4.1.5. Monitoring the application of the policy

4.1.5.1. The AIC of the Federation shall monitor the awarding of engagements to external auditors of components and investment funds subject to this policy.

4.1.5.2. The Senior Vice-President, Finance and Chief Financial Officer, Desjardins Group shall present the following to the AIC every year:

 a report on the quality of services rendered by the external auditors, as assessed by management and the Audit Committee of the AIC of each of the components and investment funds;

 a summary of fees paid for the external audit.

4.1.6. Exemptions

In the event of a request for exemption from the policy, excluding Section 4.1.5, the component or the investment fund in question shall obtain prior authorization from the Board of Directors of the Federation which shall consult with the AIC.

4.2. Rules for awarding contracts for related services to the auditors of Desjardins Group

The current rules meet the requirements of securities regulations, particularly the provisions of Regulation 52-110 adopted by the Canadian Securities Administrators, which set forth the framework that applies to these services.

Therefore, where circumstances permit, one of the principles adopted is that Desjardins Group will favour the use of accounting firms other than the component’s external auditor.

4.2.1. Main threats to independence

According to the Canadian Institute of Chartered Accountants (CICA), certain interests, activities and relationships, in the context of an audit engagement, can pose a threat or risk to independence:

 Self-review threat: When a practitioner provides assurance on his or her own work.

 Self-interest threat: When a practitioner could benefit from a (direct or indirect) financial interest in a client.

 Advocacy threat: When a practitioner promotes a client’s position or opinion.

 Familiarity threat: When a practitioner becomes too sympathetic to a client’s interests.

 Intimidation threat: When a practitioner is deterred from acting objectively by actual or perceived threats from a client.

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4.2.2. External auditor

4.2.2.1. Federation

For the external auditor of the consolidated financial statements of the Federation and the combined financial statements of Desjardins Group, these guidelines apply to all of the services offered by the external auditor to all or each of the components of Desjardins Group.

4.2.2.2. Other components

For any component whose external auditor is not identified in Section 4.2.2.1, these guidelines apply only to services rendered to that component by its auditor.

4.2.3. Authorized services

The external auditor may offer the following services:

4.2.3.1. Audit services

 All services rendered in accordance with generally accepted auditing standards in order to meet responsibilities associated with providing an opinion on the financial statements, and reviewing annual reports as well as other regulatory reports of the various entities of Desjardins Group.

 Examining the financial statements and reviewing the quarterly financial reports.

4.2.3.2. Audit-related services

Assurance and related services provided by the external auditor that are related to the audit or review of the financial statements, including:

 audit of the employee benefit plans;

 due diligence for mergers and acquisitions (safeguard required: specific preapproval of the AIC);

 accounting advisory services and acquisition-related audits;

 internal control reviews (safeguard required: specific preapproval of the AIC);

 attest services not required by legislation or regulations;

 advisory services relating to financial accounting and financial reporting standards, including opinions on the interpretation and application of generally accepted accounting principles; (note: the external auditor may comment on opinions issued by the component, but cannot issue its own opinion before the component has given its own);

 comfort letters;

 translation of financial statements and other financial reports.

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4.2.3.3. Tax Services

All services provided by the tax department of the external auditor.

However, preapproval is required for the following services:

 tax minimization solutions;

 advisory services respecting the taxation aspects of merger, acquisition and restructuring strategies;

 personal tax planning.

4.2.3.4. Other services

Other services include:

 risk management services (safeguard required: specific preapproval of the AIC);

 legislative or regulatory compliance services (safeguard required: specific preapproval of the AIC);

 translation services.

4.2.4. Prohibited services

None of the services listed below may be provided by the external auditor:

 bookkeeping and other services relating to the preparation of accounting documents and financial statements;

 creation and implementation of financial information systems that will be used to generate information that will be integrated into financial statements;

 actuarial services;

 valuation services;

 internal audit services or work usually carried out under the control of the internal auditor;

 management and human resources functions;

 brokerage services, investment consulting services and services;

 legal services in connection with the settlement of a dispute or litigation;

 expert services in connection with a civil, criminal, regulatory, administrative or judicial proceeding or investigation.

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4.2.5. Exemption procedure

Only the AIC of the Federation may approve exceptions to this policy for each component of Desjardins Group. Whenever necessary, it shall request the opinion of the Audit Committee of the component in question.

This permission may be granted when it is deemed reasonable to believe that the results of these services will not be subjected to audit procedures when the financial statements are audited, that the said exceptions are in the best interests of Desjardins Group and will not pose a threat to the independence of the external auditor.

4.2.6. Approval process

4.2.6.1. Annual audit plan

The Audit Committee or Commission of the component at issue shall review and approve the annual audit plan submitted by the external auditor. The AIC shall do the same for Desjardins Group. Any engagement to attest the financial statements shall therefore be deemed approved by the AIC.

4.2.6.2. Specific responsibilities

4.2.6.2.1. For the external auditor contemplated by the section

Under subsection 2.3(4) of Regulation 52-110 respecting audit committees of the Canadian Securities Administrators, the AIC shall preapprove all non-audit services that the external auditor of the consolidated financial statements of the Federation and the annual report of Desjardins Group (combined financial statements) must provide to the components of Desjardins Group.

4.2.6.2.2. For the external auditor contemplated by section 4.2.2.2

The Audit Committee (AC) of the component shall preapprove all non-audit services that the external auditor must provide to the entity.

4.2.6.3. Procedures

Note: For the purposes of this section 4.2.6.3, the expression “responsible AC” means, where applicable, section 4.2.6.2.1 or 4.2.6.2.2.

4.2.6.3.1. The responsible AC may delegate its preapproval power to one or several of its members, provided that preapproved mandates are tabled at the following meeting.

4.2.6.3.2. The responsible AC may set guidelines and establish steps to be taken when preapproving specific services. It may therefore authorize, annually or quarterly, a preapproved expense limit per category of specific service (e.g., accounting opinions, translation, etc.). To that end, management of the component at issue shall be responsible for declaring to the responsible AC, on a quarterly basis, all services awarded.

4.2.6.3.3. Any new engagement that exceeds the scope of the annual recurring audit engagement (authorized tax services, accounting advisory services, etc.) shall be preapproved by the responsible AC.

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4.2.6.3.4. Management of the component to which the service is provided shall have responsibility for obtaining preapproval from the responsible AC.

4.2.6.3.5. Management shall be responsible for negotiating the best fees for the annual audit engagement or any other authorized service.

4.2.6.3.6. Management of each component of Desjardins Group shall be responsible for submitting to the responsible AC, on a quarterly basis, a list of the contracts awarded to other accounting firms not contemplated by the guidelines set out herein.

4.2.6.3.7. The VP, Internal Audit, Desjardins Group, in conjunction with management of each component, shall monitor the cumulative use of services subject to the preapproved limits of Desjardins Group and each component, and report to the AIC and the Audit Committee of the component.

4.3. Rules governing the recruitment of employees of public accounting firms

4.3.1. External auditor

For the external auditor of the consolidated financial statements of the Fédération des caisses Desjardins du Québec and the annual report of Desjardins Group (the combined financial statements), the rules apply to all of the external auditor’s employees having participated on an audit engagement team for a Desjardins Group component. For the other external auditors performing an audit engagement, the rules apply to the component concerned only.

4.3.2. Prohibited relationships

 The current partners, principals, shareholders and professionals of the external auditor cannot be employees or serve on the boards of directors of any Desjardins Group components.

 An employee of the external auditor shall not participate on the audit engagement team if the employee’s spouse, common-law spouse, child whether dependent or not, father, mother, brother or sister has an accounting role or a financial reporting oversight role with the entity being audited, or had such a position with the entity during a period covered by an audit.

4.3.3. Restriction on recruitment

The former partners, principals, shareholders and professionals of the current and former external auditor shall be prohibited from serving as directors or having an accounting role or a financial reporting oversight role, unless the following four conditions are met:

 Does not exercise significant influence over the external auditor’s financial activities and directives.

 Does not have any debt payable to the external auditor.

 Has not entered into any financial agreement with the external auditor, other than a financial agreement providing for regular payments under a pension plan.

 Has had no association with the Desjardins customer service team and has not participated on the audit engagement team of Desjardins Group during the blackout period.

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4.3.4. Blackout period

The blackout period ends one year after the date on which the financial statements appearing in the annual report of Desjardins Group were filed with a regulator for the fiscal year including the recruitment date.

4.3.5. Preapproval

For financial reporting oversight roles, the AIC, on the recommendation of the Senior Executive Vice-President of Desjardins Group and General Manager of the Federation, shall approve the recruitment, except for directors of a Desjardins Group component, of any person having been employed by the external auditor during the year preceding the audit engagement. The Governance Commission, in its role as Nominating Committee for directors of subsidiaries, shall seek the advice of the AIC regarding the blackout period, to hire any person having been employed by the external auditor during the year preceding the audit engagement.

5. RESPONSIBLITIES, APPLICATION AND REVIEW

The Audit Committee or AIC of the component concerned is legally responsible for preapproving the non-audit services of the external auditors of Desjardins Group, whether they are provided to Desjardins Group or its components, as well as for recommending policies and adopting specific procedures for retaining non-audit services. The AIC is further responsible for assessing and monitoring the independence and effectiveness of the external auditors. This responsibility has been delegated to the audit committees of the entities with regard to their respective external auditor.

The AIC shall monitor external auditor independence for all of Desjardins Group, with the exception of the Desjardins caisses in Quebec. Each Audit Committee or Commission shall support it in this role. The Board of Directors of a component that has no Audit Committee shall assume this role. In that respect, the AIC of Desjardins Group or the Audit Committee of the component shall:

 Ensure that management of the entity complies with the policy or supply rules in effect for that entity as regards the awarding of contracts to its external auditor.

 Receive from each external auditor, through the VP, Internal Audit, Desjardins Group, a detailed list on a quarterly basis of new engagements awarded to them by each entity.

 Receive a written confirmation of independence at least annually from each of the external auditors, disclosing all relationships the external auditor and his or her firm have, engaging in all activities ancillary or incidental to his or her audit work, with the entity and its related parties and that, in his or her professional judgment, may reasonably be thought to bear on independence.

Note that the Board of Ethics and Professional Conduct has responsibility for monitoring the independence and objectivity of the Desjardins Group Monitoring Office.

This policy shall be reviewed at least once every three years and shall fall under their purview of the SVP, Finance and CFO, Desjardins Group.

6. DELEGATION

None.

7. EFFECTIVE DATE

This policy shall be effective on the date of its adoption by the Board of Directors. Page 9