BPCE - 2018 Registration document

3 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

Pay component Principles and criteria adopted Supplementary pension plan Members of the Management Board receive:

the mandatory CGP collective supplementary defined-contribution pension plan for all BPCE employees and by extension applicable to BPCE - company directors. The contribution rate is 6% from Bracket A and 4% from the pensionable portion of pay in excess of Bracket A; 70% of this contribution is paid by the company and 30% by the employee; the R2E (formerly IPRICAS) mandatory collective supplementary defined-contribution pension plan for all BPCE senior executives (AFB - agreement) and by extension applicable to BPCE company directors. The contribution rate is 3.5% of total pensionable pay. This contribution is funded entirely by the company. Entitlements to both of these plans, which the members of the Management Board may have vested during their previous career, as an employee or director of Group companies, are taken into account where applicable. Management Board Members were also able to vest entitlements under this plan during their previous careers as Group employees or company directors. Furthermore, there are other supplementary pension plans offered to members of the Management Board, based on their professional career spent with the Group, namely: Pension plan for company directors of Groupe BPCE: pension plan governed by Article L. 137-11 of the French Social Security Code. Until June 30, 2014, Chairmen of Caisse d’Epargne Management Boards, Members of the Management Board of the former CNCE and Chief - Executive Officers of Crédit Foncier, Banque Palatine and BPCE International could benefit from a supplementary defined-benefit pension plan entitling them to additional retirement income based on their salary. Until June 30, 2014, Banque Populaire Chief Executive Officers could benefit from a differential defined-benefit pension plan. - Effective July 1, 2014, these two pension plans were harmonized under a single supplementary pension plan, now closed to new members and subject to conditions. they must end their career with Groupe BPCE. This condition is met when beneficiaries are Group employees on the day before their social - security pension is drawn following voluntary retirement; they must have served in an executive management position for at least the required minimum period (seven years) at the date on which their - social security pension is drawn. Beneficiaries who meet the above conditions are entitled to an annuity set at 15% of benchmark pay, i.e. their average annual pay earned in the three highest-paid years during the five calendar years before the date on which their social security pension is drawn and capped at four times the annual ceiling for social security annuities. Annual pay refers to the sum of the following types of pay received for the year in question: fixed pay, excluding benefits in kind or duty-related bonuses; - variable pay – not exceeding 100% of fixed pay – and defined as the total variable amount paid, including the portion that may have been - deferred over several years and subject to attendance and performance requirements, in accordance with regulations on variable pay granted by credit institutions. Once drawn, this supplementary pension may be paid to a spouse or former non-remarried spouse, at a rate of 60%. This plan, which is funded entirely by the Group, is covered by two insurance policies taken out with the Quatrem and Allianz insurance companies, with a target obligation coverage rate of 80% of assets and 100% of pension recipients. Expenses paid by the company consist of the 32% contribution on annuities paid by the insurer to the beneficiaries. The pension plan for company directors of Groupe BPCE, which is a supplementary pension plan subject to Article L. 137-11 of the French Social Security Code, is governed by the provisions of section 23.2.6 of the AFEP-MEDEF Code. It complies with the principles governing the capacity of beneficiaries, overall establishment of base pay, seniority conditions, the progressive increase in potential entitlements depending on seniority, the reference period used to calculate benefits and the prevention of artificially inflated pay. This plan complies with the terms set out in Article L. 225-90-1 of the French Commercial Code on the application of performance conditions for the vesting of conditional entitlements and the 3% limit on the annual increase of conditional entitlements. For Catherine Halberstadt, the estimated annual amount of the annuity resulting from potential entitlements reported at December 31, 2018 is €125,183. For Laurent Roubin, the estimated annual amount of the annuity resulting from potential entitlements reported at December 31, 2018 is €121,930. For Christine Fabresse, the estimated annual amount of the annuity resulting from potential entitlements reported at December 31, 2018 is €87,949 (1) . Members of the Management Board who are not on the Group’s supplemental executive pension plan are entitled to participate in the pension plan through a group insurance policy under Article 82 of the French General Tax Code, in which company directors of Groupe BPCE who do not benefit from the “Pension plan for company directors of Groupe BPCE” may participate, as this policy is funded solely through voluntary payments by the company directors who have decided to participate therein. As such, Management Board Members who do not receive a Group The supplemental executive pension plans in which the Group’s executive directors participated were harmonized and closed to new company directors effective July 1, 2014. to enable company directors who did not participate in a Group supplemental executive pension plan to participate in an alternative plan, a proposal was made to increase the company director’s fixed pay by 20%, and consequently the basis for variable pay, as the company director agreed to pay this increase in the fixed component into an “Article 82” pension plan (group insurance policy, with no initial tax or employee benefits, paid out on retirement as a lump sum or annuity, taxed as life insurance, but with no possibility of surrender before retirement). At its meeting of February 9, 2017, the Supervisory Board authorized BPCE to purchase this pension plan through a group insurance policy under Article 82 of the French General Tax Code, in which company directors of Groupe BPCE who do not benefit from the “Pension plan for company directors of Groupe BPCE” or the “Natixis pension guarantee” pension plan may participate, as this policy is funded solely through voluntary payments by the company directors who have decided to participate therein. This agreement had no impact on BPCE’s 2018 financial statements. supplemental executive pension instead get a special supplement equal to 20% of their fixed pay. Pension plan through a group insurance policy under Article 82 of the French General Tax Code

Benefits in kind Based on a motion by the Remuneration Committee, the Supervisory Board may decide to grant an annual housing allowance to members of the Management Board. As of 12/31/2018, Christine Fabresse had not yet earned the minimum seven years’ seniority required by the plan. Christine Fabresse’s annuity was estimated without taking the seniority condition into (1) consideration in accordance with Article D. 225-101-1 of the French Commercial Code.

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Registration document 2018