BPCE - 2018 Registration document

REPORT ON CORPORATE GOVERNANCE Rules and principles governing the determination of pay and benefits

3.5.2.2 INDIVIDUAL COMPENSATION FOR COMPANY DIRECTORS FOR 2018 Pay received by the Chairman and members of the Management Board for fiscal year 2018: François Pérol, Chairman of the Management Board until May 31, 2018: fixed pay: € 1,080,000 (including a special supplement in respect of ● the supplemental pension scheme pursuant to Article 82 of the French General Tax Code); variable pay: target at 100%, with a maximum of 120%. ● Laurent Mignon, Chairman of the Management Board since June 1, 2018: fixed pay: € 1,200,000 (including a special supplement in respect of ● the supplemental pension scheme pursuant to Article 82 of the French General Tax Code); variable pay: target at 100%, with a maximum of 120%; ● Laurent Mignon, member of the BPCE Management Board and Chief Executive Officer of Natixis until May 31, 2018, did not collect compensation during that period for his duties as a member of the BPCE Management Board. The pay that he received was for his duties as Chief Executive Officer of Natixis. Catherine Halberstadt: fixed pay: € 500,000; ● variable pay: target at 80%, with a maximum of 100%; ● annual housing allowance: € 40,000. ● Laurent Roubin, member of the Management Board until October 31, 2018: annual fixed pay: € 500,000; ● variable pay: target at 80%, with a maximum of 100%; ● annual housing allowance: € 40,000. ● François Riahi, member of the Management Board, Chief Executive Officer in charge of Group Finance, Strategy, Legal Affairs and Secretary’s Office of the Governing Bodies until May 31, 2018: fixed pay: € 768,000 (including a special supplement in respect of ● the supplemental pension scheme pursuant to Article 82 of the French General Tax Code); variable pay: target at 80%, with a maximum of 100%. ● François Riahi, member of the BPCE Management Board and Chief Executive Officer of Natixis from June 1, 2018, has not been collecting compensation for his duties as a member of the BPCE Management Board since that date. The pay that he has received since June 1, 2018 has been for his duties as Chief Executive Officer of Natixis.

Nicolas Namias, member of the Management Board since June 1, 2018: fixed pay: € 600,000 (including a special supplement in respect of ● the supplemental pension scheme pursuant to Article 82 of the French General Tax Code); variable pay: target at 80%, with a maximum of 100%; ● Catherine Fabresse, member of the Management Board since November 1, 2018: annual fixed pay: € 500,000; ● variable pay: target at 80%, with a maximum of 100%. ● The annual variable pay for 2018 was determined based on quantitative and qualitative criteria that were the same for all Board Members and had previously been submitted to reviews by the Remuneration Committee on February 8 and 13, 2018, then validated by the Supervisory Board on February 13, 2018 and submitted to the Annual General Shareholders’ Meeting on May 25, 2018. The performance levels of those criteria, validated by the Supervisory Board on February 12, 2019 after receiving the opinion of the Remuneration Committee on February 8, 2019, are as follows: the trigger criterion is adherence to the Group Basel III Common ● Equity Tier 1 ratio. This level corresponds to the minimum CET1 level, plus the P2R, P2G and the phase-in combined buffers set by the ECB in its letter of December 19, 2017. No variable portion is paid if this criterion is not met. This criterion was verified at December 31, 2018 and had been met; the share of quantitative criteria in variable pay is 60%, based on ● the net income attributable to equity holders of the parent (30%), the Group’s cost/income ratio (20%), and the Group’s net banking income (10%); the performance level for the quantitative criteria is 68.97%; the share of qualitative criteria in variable pay is 40%, related to ● Retail Banking and Insurance, human resources and the BPCE SA group corporate secretary’s office; finance and strategy, monitoring, control and governance, digital and information systems. The performance level of the quantitative criteria is 40%. The performance level of the criteria taken together is 108.97%. In accordance with the provisions of French Commercial Code Article L. 225-100 II, the BPCE Annual General Shareholders’ Meeting will be consulted in 2019 on the components of pay due or granted in respect of the fiscal year ended to each company director. In accordance with Article L. 511-73 of the French Monetary and Financial Code, the BPCE Annual General Shareholders’ Meeting will be consulted in 2019 on the budget for all types of remuneration paid during the previous fiscal year to members of the Management Board and other BPCE employees whose professional activities have a material impact on the company or Group risk profile.

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Registration document 2018