BPCE - 2018 Registration document

5 FINANCIAL REPORT

IFRS Consolidated Financial Statements of BPCE SA group as at December 31, 2018

8.3

SHARE-BASED PAYMENTS

Accounting principles Share-based payments are those based on shares issued by the Group, regardless of whether transactions are settled in the form of equity or cash indexed to the share price. The cost to the Group is calculated on the basis of the fair value at the grant date of the share purchase or subscription options granted by certain subsidiaries. The total cost of the plan is determined by multiplying the unit value of the option by the estimated number of options that will have vested at the end of the vesting period, taking account of the likelihood that the grantees will still be employed by the Group, and of any non-market performance conditions that may affect the plan. Share-based employee retention and performance recognition plans Each year since 2010, a share-based payment plan has been awarded to certain categories of Natixis group staff, in compliance with regulations. Regarding the plans approved at February 13, 2018, as the allocations had not been formally completed on the balance sheet The main plans settled in the form of shares are presented below.

The cost to the Group is recognized in income from the date the employees are notified of the plan, without waiting for the vesting conditions, if any, to be satisfied (for example, in the case of a subsequent approval process), or for the beneficiaries to exercise their options. The corresponding adjustment for the expense recorded under equity-settled plans is an increase in equity. The Group recognizes a liability for cash-settled plans. The related cost is taken to income over the vesting period and a corresponding fair value adjustment is booked to a liability account. date, the cost assessment was based on the best possible estimate of the inputs on the balance sheet date, both in terms of the share value and dividend assumptions. Long-term payment plans settled in cash and indexed to the Natixis share price Payments under these plans are subject to presence and performance criteria.

Fair value of indexed cash unit at valuation date (in euros)

Number of units granted at inception*

Number of units vested by beneficiaries

Year of plan

Grant date

Vesting date

October 2016 October 2017 October 2018 March 2018 March 2019 March 2019 March 2020 March 2020 March 2021 March 2021 March 2022

1,576,403 1,449,399 -

2014 plan

02/18/2015

4,493,016

6.37

2015 plan

02/10/2016

6,084,435

-

6.11

2016 plan

04/10/2017

2,835,311

-

5.47

2017 plan

02/23/2018

2,660,487

-

5.34

988,750 1,886,095

2018 plan

02/26/2019

3,260,945

2.72

The expected number of units at the vesting date is funded by equity swaps. *

Short-term cash-settled payment plans indexed to the Natixis share

Number of probable indexed cash units at vesting date

Fair value of indexed cash unit at valuation date (in euros)

Value of indexed cash unit (in euros)

Number of indexed cash units granted at inception 6,235,792

Year of plan 2018 plan

Grant date

Vesting date

02/26/2019 02/26/2019

4.66

6,235,792

4.66

The expense associated with the short-term plan is fully recognized in the 2018 financial statements in the amount of € 36 million, versus € 42 million at December 31, 2017.

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Registration document 2018