BPCE - 2018 Registration document

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

AMF TABLE 2 Summary statement of pay owed and paid to each company director In the following statements:

The expression “amount paid” corresponds to the pay and benefits actually paid to a corporate officer in respect of their duties during the fiscal year, regardless of the grant date.

The expression “amount due” corresponds to the pay and benefits granted to a corporate officer in respect of their duties during the fiscal year, regardless of the date of payment;

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PAY STATEMENT: FRANÇOIS PÉROL ➡

Fiscal year 2018

Fiscal year 2017

Chairman of the Management Board (until May 31, 2018)

Amounts due €450,000 (a) €490,365 (d)

Amounts paid €450,000 (a) €903,527 (e)

Amounts due €550,000 €927,300 (b)

Amounts paid €550,000 €911,621 (c)

Fixed pay

Annual variable pay Multi-year variable pay

€0 €0

€0 €0

€0 €0

€0 €0

Exceptional pay

Benefits in kind (company car, housing and other benefits)

€0 €0

€0 €0

€0 €0

€0 €0

Attendance fees

Other pay

-

-

-

-

TOTAL €1,353,527 Furthermore, François Pérol received €39,193 as pay for assisting the Chairman of the Management Board with respect to the CFF project, carried out under an employment contract from June 1 to (a) 30, 2018. Variable pay in respect of 2017, of which €370,920 (40%) paid in 2018 and the balance (60%) deferred over three years in equal shares of €185,460. (b) Amount paid in 2017 for variable pay in respect of 2016 (€278,850), for the deferred portion of variable pay in respect of 2015 (€184,655), for the deferred portion in respect of 2014 (€211,414) (c) and for the deferred portion in respect of 2013 (€236,701). Variable pay in respect of 2018, of which €245,182 (50%) paid in 2019 and the balance (50%) deferred over three years in equal shares of €81,727. (d) Amount paid in 2018 for variable pay in respect of 2017 (€370,920), for the deferred portion of variable pay in respect of 2016 (€138,672), for the deferred portion in respect of 2015 (€183,662) (e) and for the deferred portion in respect of 2014 (€210,273). €1,477,300 €1,461,621 €940,365

PAY STATEMENT: LAURENT MIGNON ➡

Fiscal year 2018

Fiscal year 2017

Chairman of the Management Board (since June 1, 2018)

Amounts due €700,000 €762,790 (a)

Amounts paid

Amounts due

Amounts paid

Fixed pay

N/A N/A N/A N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A

€700,000

Annual variable pay Multi-year variable pay

€0 €0 €0

€0 €0

Exceptional pay

Benefits in kind (company car, housing and other benefits)

€0 €0

€0 €0

Attendance fees

Other pay

-

-

TOTAL

€1,462,790

€700,000

Other compensation for Laurent Mignon for his duties at Natixis (b)

€2,623,242

€2,088,305

€1,028,552

€1,839,335

Variable pay in respect of 2018, of which €228,837 (30%) paid in 2019 and the balance (70%) deferred over three years in equal shares of €177,984. (a) Laurent Mignon received pay from Natixis, a company under the control of BPCE as defined by Article L. 233-16 of the French Commercial Code, for his duties as Chief Executive Officer of Natixis, (b) and receives pay from Natixis for his duties as Chairman of the Board of Directors of Natixis. The amount paid includes the payment and award of shares relating to the deferred variable pay for previous years. The award of shares relating to the long-term remuneration plans for members of the Natixis Executive Management Committee is presented in AMF table 7. In addition, on May 23, 2018, Laurent Mignon received 11,661 performance shares on a pro rata basis, with a fair value of €47,460, amounting to €80,000 at the grant date, and on May 23, 2017, he received 29,911 performance shares valued at €99,305, amounting to €192,000 at the grant date.

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Registration document 2018