BPCE - 2019 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

AMF TABLE 2 Summary statement of pay granted and paid to each company director In the following statements:

The expression “amount granted” corresponds to the pay and benefits granted to a corporate officer in respect of their duties during the fiscal year, regardless of the date of payment.

The expression “amount paid” corresponds to the pay and benefits actually paid to a corporate officer in respect of their duties during the fiscal year, regardless of the grant date.

PAY STATEMENT: LAURENT MIGNON

Fiscal year 2018

Fiscal year 2019

Chairman of the Management Board (since June 1, 2018)

Amount granted

Amount paid Amount granted

Amount paid

Fixed pay

€700,000 €762,790 (1)

€700,000

€1,200,000 €1,258,800 (2)

€1,200,000 €228,837 (3)

Annual variable pay Multi-year variable pay

€0 €0 €0 €0 €0 €0

€0 €0 €0 €0 €0

€0 €0 €0 €0 €0

€0 €0 €0 €0 €0

Exceptional pay

3

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

Attendance fees

Other pay

TOTAL

€1,462,790 €1,028,552 (5)

€700,000

€2,458,800

€1,428,837 €1,300,371 (6)

€1,839,335 (6)

€300,000

Other pay for Laurent Mignon for his duties at Natixis (4)

Variable pay in respect of 2018, of which €228,837 (30%) paid in 2019 and the balance (70%) deferred over three years in equal shares of €177,984. (1) Variable pay in respect of 2019, of which €377,640 (30%) paid in 2020 and the balance (70%) deferred over three years in equal shares of €293,720. (2) Amount paid in 2019 for the variable portion due in respect of fiscal year 2018. (3) Laurent Mignon 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 Executive (4) Officer of Natixis, and receives pay from Natixis for his duties as Chairman of the Board of Directors of Natixis. At its meeting of May 23, 2018, the Board of Directors also allocated 11,661 performance shares to Laurant Mignon, Chief Executive Officer of Natixis until June 1, 2018, (5) prorated to reflect the length of the time served in office in 2018, valued at €80,000 at the grant date. This amount includes the payment and awarding of shares related to deferred variable pay in respect of previous years and granted for his duties as Chief Executive Officer of (6) Natixis. Deliveries of shares relating to the long-term incentive plans for members of the Natixis Executive Management Committee are presented in AMF Table 7. In addition, a benefit in kind of €7,066 for a supplementary health care plan was reported in 2018 for Laurent Mignon.

PAY STATEMENT: CHRISTINE FABRESSE

Fiscal year 2018

Fiscal year 2019

Member of the Management Board – Head of Retail Banking and Insurance (since November 1, 2018)

Amount granted

Amount paid Amount granted

Amount paid

Fixed pay

€83,349 €72,660 (1)

€83,349*

€500,000 €419,600 (2)

€500,000 €36,330 (3)

Annual variable pay Multi-year variable pay

€0 €0 €0

€0 €0

€0 €0

€0 €0

Exceptional pay

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

€813 (4)

€813 (4)

€49,146 (5)

€49,146 (5)

Attendance fees

€0

€0 €0

€0

€0

Other pay

N/A (6)

N/A (6)

€3,270 (7) €588,746

TOTAL

€156,822

€84,162

€968,746

Variable pay in respect of 2018, of which €36,330 (50%) paid in 2019 and the balance (50%) deferred over three years in equal shares of €12,110. (1) Variable pay in respect of 2018, of which €209,800 (50%) paid in 2020 and the balance (50%) deferred over three years in equal shares of €69,933. (2) Amount paid in 2019 for the variable portion due in respect of 2018. (3) Company car allowance of €813. (4) Company car allowance of €9,104 and move-in bonus of €40,042. (5) Under her employment contract, Christine Fabresse benefits from the BPCE SA group incentive scheme. The individual amount granted to Christine Fabresse for the year in (6) question is not yet known as of the publication date of the registration document / universal registration document for the year in question. Under the terms of her employment contract, Christine Fabresse benefits from BPCE’s group incentive scheme, paid in 2019 in respect of fiscal year 2018. (7) The €16 difference versus the projected amount stems from the calendar calculation method of the 13th month applied to the employment contract portion. *

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE