BPCE - 2019 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

PAY STATEMENT: FRANÇOIS RIAHI

Fiscal year 2018

Fiscal year 2019

Member of the Management Board – Chief Executive Officer of Natixis

Amount granted

Amount paid Amount granted

Amount paid

Fixed pay

€0 €0 €0 €0 €0 €0 €0 €0

€0 €0 €0 €0 €0 €0 €0 €0

€0 €0 €0 €0 €0 €0 €0 €0

€0 €0 €0 €0 €0 €0 €0 €0

Annual variable pay Multi-year variable pay

Exceptional pay

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

Attendance fees

Other pay

TOTAL

Other pay granted to François Riahi for his duties at BPCE (before the date he was appointed as member of the Management Board and Chief Executive Officer of Natixis)

€602,359

€323,396

€0

€111,585 (1)

3

Other pay granted to for François Riahi for his duties at Natixis (2) €1,551,632 The amount paid to François Riahi in 2019 comprises the variable pay in respect of 2018 (non-deferred portion) for his duties as Member of the Management Board in charge of (1) Group Finance from January 1, 2018 to May 31, 2018, before the date he was appointed as Member of the Management Board and Chief Executive Officer of Natixis. François Riahi receives 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 (2) Officer of Natixis. The amount paid includes the payment and awarding of shares relating to deferred variable pay for previous years. At its meeting of August 2, 2018, the Board of Directors also allocated 13,605 performance shares to François Riahi, prorated to reflect the length of the time served in office in (3) 2018, valued at €93,333 at the grant date and, at its May 28, 2019 meeting, it granted 31,708 performance shares valued at €160,000 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 other duties. Excluding collective variable (4) pay schemes (long-term incentive and profit-sharing plans) paid to François Riahi in respect of 2017 for his duties as Co-Head of Corporate and Investment Banking. Deliveries of shares related to long-term incentive plans for members of the Natixis Executive Management Committee are presented in AMF Table 7. €996,245 (3) €1,295,791 (4) €1,790,646 (3)

AMF TABLE 4 STOCK OPTIONS ALLOCATED TO COMPANY DIRECTORS DURING FISCAL YEAR 2019

Number of options

Type of option

Value of options

Exercise period

Name of company director

Grant date

granted Strike price

No stock options were granted during fiscal year 2019.

AMF TABLE 5 STOCK OPTIONS EXERCISED BY COMPANY DIRECTORS DURING FISCAL YEAR 2019

Number of options exercised during the year

Number and date of the plan

Name of company director

Strike price

No stock options were exercised during fiscal year 2019.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE