BPCE - 2018 Registration document

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

PAY STATEMENT: NICOLAS NAMIAS ➡

Fiscal year 2018

Fiscal year 2017

Member of the Management Board – Chief Financial Officer (since June 1, 2018)

Amounts due €350,123 €305,223 (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

€350,123*

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)

3

N/A N/A

N/A N/A

€0 €0

Attendance fees

Other pay

-

-

€ N/A (c)

TOTAL

N/A

N/A

€655,346

€350,123

Other compensation for Nicolas Namias for his duties at Natixis (b)

N/A

N/A

€331,253

€371,428

Variable pay in respect of 2018, of which €152,612 (50%) paid in 2019 and the balance (50%) deferred over three years in equal shares of €50,871. (a) Nicolas Namias 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 Financial Officer of Natixis (b) from January 1 to May 31, 2018. The amount paid includes the payment and award of shares relating to the deferred variable pay for previous years at Natixis. Excluding the collective variable pay (incentive schemes and profit sharing) received by Nicolas Namias in respect of 2017 for his duties as Natixis head of strategy. On May 23, 2018, Nicolas Namias received 2,125 performance shares with a fair value of €8,649, amounting to €14,583 at the grant date. Under his employment contract, Nicolas Namias benefits from the BPCE SA group incentive scheme. The individual amount given to Nicolas Namias for 2018 is not yet known as of the publication (c) date of the registration document. The €123 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: LAURENT ROUBIN ➡

Fiscal year 2018

Fiscal year 2017

Member of the Management Board – Retail Banking and Insurance (until October 31, 2018)

Amounts due €427,687 €372,840 (c)

Amounts paid €427,687* €259,856 (d)

Amounts due €500,000 €449,600 (a)

Amounts paid €500,000 €105,740 (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)

€45,304 (e)

€45,304 (e)

€45,130 (f)

€45,130 (f)

Attendance fees

€0

€0

€0

€0 €0

Other pay

-

-

€N/A (g)

TOTAL

€994,904

€651,044

€845,657

€732,673

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 (€105,740). (b) Variable pay in respect of 2018, of which €186,420 (50%) paid in 2019 and the balance (50%) deferred over three years in equal shares of €62,140. (c) Amount paid in 2018 for the 2017 variable portion, i.e. €224,800, and for the deferred fraction of the 2016 variable portion, i.e. €35,056. (d) Housing allowance of €40,000 and “car” allowance of €5,304. (e) Including a €36,667 housing allowance, €4,862 for a “car” in-kind benefit, and €3,601 for unused paid leave. (f) Under his employment contract, Laurent Roubin benefits from the BPCE SA group incentive scheme. The individual amount granted to Laurent Roubin for 2018 is not yet known as of the publication (g) date of the registration document. The €88 difference compared to the expected amount comes from the calendar calculation method of the 13 th month applied to the employment contract portion. *

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Registration document 2018