BPCE - 2018 Registration document

3 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

PAY STATEMENT: CATHERINE HALBERSTADT ➡

Fiscal year 2018

Fiscal year 2017

Member of the Management Board – Head of Human Resources

Amounts due €500,103 €435,970 (c)

Amounts paid €500,103* €280,829 (d)

Amounts due €500,000 €449,600 (a)

Amounts paid €500,000 €169,000 (b)

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)

€44,080(e)

€44,080 (e)

€44,080 (e)

€44,080 (e)

Attendance fees

€0

€0

€0

€0 €0

Other pay

-

-

€N/A (f)

TOTAL

€993,680

€713,080

€980,153

€825,011

Variable pay in respect of 2017, of which €224,800 (50%) paid in 2018 and the balance (50%) deferred over three years in equal shares of €74,933. (a) Amount paid in 2017 for the variable portion due in respect of 2016. (b) Variable pay in respect of 2018, of which €217,985 (50%) paid in 2019 and the balance (50%) deferred over three years in equal shares of €72,662. (c) Amount paid in 2018 for the 2017 variable share, i.e. €224,800, and for the deferred fraction of the 2016 variable share, i.e. €56,029. (d) Housing allowance of €40,000 and “car” allowance of €4,080. (e) Under her employment contract, Catherine Halberstadt benefits from the BPCE SA group incentive scheme. The individual amount granted to Catherine Halberstadt for 2018 is not yet known as of the (f) publication date of the registration document. The €103 difference compared to the expected amount comes from the calendar calculation method of the 13 th month applied to the employment contract portion. *

PAY STATEMENT: FRANÇOIS RIAHI ➡

Fiscal year 2018

Fiscal year 2017

Member of the Management Board − Group Finance, Strategy, Legal Affairs and Secretary’s Office of the Governing Bodies (from January 1 to May 31, 2018)

Amounts due €320,000 €278,963 (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

€320,000

Annual variable pay Multi-year variable pay

€0 €0 €0

€0 €0

Exceptional pay

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

€3,396 (b)

N/A N/A

N/A N/A

€3,396 (b)

Attendance fees

€0

€0

Other pay

-

-

-

-

TOTAL

N/A

N/A

€602,359

€323,396

Other compensation for François Riahi for his duties at Natixis (c)

N/A

N/A

€996,245

€1,295,791

Variable pay in respect of 2018, of which €111,585 (40%) paid in 2019 and the balance (60%) deferred over three years in equal shares of €55,793. (a) €3,396 for a “car” in-kind benefit. (b) François Riahi receives 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. The (c) amount paid includes the payment and award of shares relating to the deferred variable pay for previous years. Excluding the collective variable pay (incentive schemes and profit sharing) received by François Riahi in respect of 2017 for his duties as co-head of Corporate & Investment Banking. At the Board of Directors’ meeting on August 2, 2018, François Riahi received 13,605 performance shares on a pro rata basis, with a fair value of €55,372, amounting to €93,333 at the grant date.

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Registration document 2018