BPCE - 2019 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

PAY STATEMENT: CATHERINE HALBERSTADT

Fiscal year 2018

Fiscal year 2019

Member of the Management Board – Head of Human Resources

Amount granted

Amount paid Amount granted

Amount paid

Fixed pay

€500,103 €435,970 (1)

€500,103* €280,829 (2)

€500,000 €419,600 (3)

€500,000 €352,158 (4)

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 (5)

€44,080 (5)

€44,080 (5)

€44,080 (5)

Attendance fees

€0

€0 €0

€0

€0

Other pay

N/A (6)

N/A (6)

€11,473 (7)

TOTAL €907,710 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. (1) Amount paid in 2018 for the variable portion due in respect of 2017, i.e. €224,800, and for the deferred portion of variable pay in respect of 2016, i.e. €56,029. (2) Variable pay in respect of 2019, of which €209,800 (50%) paid in 2020 and the balance (50%) deferred over three years in equal shares of €69,933. (3) Amount paid in 2019 for the variable portion due in respect of 2018 (€217,985), the deferred portion of variable pay in respect of 2017 (€76,769) and the deferred portion of (4) variable pay in respect of 2016 (€57,404). Housing allowance of €40,000 and company car allowance of €4,080. (5) Under her employment contract, Catherine Halberstadt benefits from the BPCE SA group incentive scheme. The individual amount granted to Catherine Halberstadt 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, Catherine Halberstadt benefits from BPCE’s group incentive agreement paid in 2019 in respect of fiscal year 2018. (7) The €103 difference versus the projected amount stems from the calendar calculation method of the 13th month applied to the employment contract portion. * €980,153 €825,011 €963,680

PAY STATEMENT: NICOLAS NAMIAS

Fiscal year 2018

Fiscal year 2019

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

Amount granted

Amount paid Amount granted

Amount paid

Fixed pay

€350,123 €305,223 (1)

€350,123*

€600,000 €503,520 (2)

€600,000 €152,612 (3)

Annual variable pay Multi-year variable pay

€0 €0 €0 €0 €0 €0

€0 €0 €0 €0

€0 €0

€0 €0

Exceptional pay

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

€9,079 (4)

€9,079 (4)

Attendance fees

€0

€0

Other pay

N/A (5)

N/A (5)

€11,473 (6) €773,164 €173,996

TOTAL

€655,346 €331,253

€350,123 €371,428

€1,112,599

Other compensation for Nicolas Namias for his duties at Natixis (7)

€0

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. (1) Variable pay in respect of 2019, of which €201,408 (40%) paid in 2020 and the balance (60%) deferred over three years in equal shares of €100,704. (2) Amount paid in 2019 for the variable portion due in respect of 2018 (€152,612). (3) Company car allowance of €9,079. (4) Under his employment contract, Nicolas Namias benefits from the BPCE SA group incentive scheme. The individual amount granted to Nicolas Namias for the year in question is (5) not yet known as of the publication date of the registration document / universal registration document of the year in question. Under the terms of his employment contract, Nicolas Namias benefits from BPCE’s group incentive agreement paid in 2019 in respect of fiscal year 2018. (6) 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 (7) Officer of Natixis from January 1 to May 31, 2018. The amount paid includes the payment and awarding of shares relating to 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 Head of Strategy at Natixis. 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. The amounts paid in 2019 consist of deferred variable pay installments in respect of previous years and share deliveries. The €123 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

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