BPCE - 2019 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

PAY POLICY APPLICABLE TO THE CHAIRMAN AND MEMBERS OF THE SUPERVISORY BOARD

Pay component

Principles and criteria adopted

Annual fixed pay

The total amount of pay allocated to members of BPCE’s Supervisory Board for attendance at meetings was set at the Annual General Shareholders’ Meeting on May 19, 2017. Based on recommendations from the Remuneration Committee, the Supervisory Board sets the guidelines for allocating pay between the members of the Supervisory Board. Aside from the Chairman, who receives annual fixed pay, Supervisory Board Members are paid based on their attendance at meetings. Fixed pay granted to members of the Supervisory Board Board Members, except for the Chairman, receive an annual sum. Additional pay granted to Board Committee Members Members and Chairmen of the Audit Committee, the Risk Committee, the Appointments Committee, the Remuneration Committee and the Cooperative and CSR Committee also collect an additional annual amount for their work on these committees. Pay granted to Non-Voting Directors Pursuant to Article 28.3 of the Articles of Association, the Supervisory Board has resolved to compensate non-voting directors by making a deduction from the pay allocated to Supervisory Board Members at the Annual General Shareholders’ Meeting. As such, Non-Voting Directors receive an annual amount. Variable pay granted to members of the Supervisory Board In addition to an annual sum, the members of the Supervisory Board, except for the Chairman, collect a fee for each meeting they attended, within the limit of nine meetings during the fiscal year. Except for the Vice-Chairman, this supplemental portion of variable pay is greater than the annual sum. Additional pay granted to Board Committee Members In addition to an annual sum, the Board Committee Members (including Chairmen) collect a fee for each meeting they attended: for the Appointments Committee, within the limit of three meetings during the fiscal year; • for the Remuneration Committee, within the limit of five meetings during the fiscal year; • for the Cooperative and CSR Committee, within the limit of two meetings during the fiscal year. • For the Committee Chairmen, the annual sum that they collect is greater than the supplemental portion of variable pay, given their unique responsibilities. Pay granted to Non-Voting Directors In addition to an annual sum, the Non-Voting Directors collect a fee for each meeting they attended, within the limit of nine meetings during the fiscal year. The Chairman and members of the Supervisory Board and of the Board Committees do not receive benefits in kind. for the Audit Committee, within the limit of four meetings during the fiscal year; • for the Risk Committee, within the limit of six meetings during the fiscal year; •

Variable pay

3

Benefits in kind

Pay and benefits of any kind awarded to company directors for 2019 3.5.3

The pay awarded to company directors of BPCE SA in respect of fiscal year 2019 complies with the pay policy defined by the Supervisory Board on February 12, 2019, based on the motions of the Remuneration Committee and approved by the Annual General Shareholders’ Meeting held on May 24, 2019 called to approve the financial statements for fiscal year 2018. With respect to Management Board Members, the items mentioned below were approved by the Annual General Shareholders’ Meeting. The Chairman of the Management Board is paid solely in respect of his corporate office. Given his duties as Chief Executive Officer of Natixis, the member of the BPCE Management Board who is also CEO of

Natixis is paid solely for his corporate office at Natixis. As such, he does not collect any pay from BPCE. The other members of the Management Board receive an employment contract. The enactment of employment contracts as of June 1, 2018 was authorized and approved by the Supervisory Board on February 13, 2018. Their pay is divided 90%/10% respectively between the employment contract and corporate office. These terms were renewed by the Supervisory Board on October 4, 2018, and the related regulatory agreements were presented to the Annual General Shareholders’ Meeting held on May 24, 2019 to approve the 2018 financial statements.

181

UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE