BPCE - 2019 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

AMF TABLE 6 BONUS SHARES GRANTED TO CORPORATE OFFICERS DURING FISCAL YEAR 2019 BONUS SHARES GRANTED BY THE NATIXIS ANNUAL GENERAL SHAREHOLDERS’ MEETING DURING THE FISCAL YEAR TO EACH CORPORATE OFFICER BY THE ISSUER AND BY EACH COMPANY IN THE GROUP

Value of shares based on the method used for consolidated financial statements

Number of shares granted during the fiscal year

End of lock-up period 10/01/2021 (3) 10/01/2022 (3) 05/27/2023 (3) 10/01/2021 (3) 10/01/2022 (3) 10/01/2021 10/01/2022

Performance conditions

Name of corporate officer

Date of plan 04/12/2019 04/12/2019 05/28/2019 04/12/2019 04/12/2019 04/12/2019 04/12/2019

Vesting date 03/01/2021 03/01/2022 05/27/2023 03/01/2021 03/01/2022 03/01/2021 03/01/2022

10,172 (1) 20,345 (1) 31,708 (4) 11,461 (1) 22,924 (1)

€49,308 (2) €98,615 (2) €79,587 €55,556 (2) €111,113 (2)

Yes Yes Yes Yes Yes Yes Yes

Laurent Mignon

François Riahi

2,993 5,986

€14,508 €29,017

Nicolas Namias

Bonus shares awarded under the annual deferred variable pay scheme in respect of 2018. (1) Value at grant date. (2) 30% of vested shares are subject to a lock-in period until the end of the company director’s term of office. (3) Performance shares granted by Natixis. (4)

AMF TABLE 7 BONUS SHARES GRANTED THAT VESTED DURING THE FISCAL YEAR FOR EACH CORPORATE OFFICER

Number of shares vested during the fiscal year

Number and date of the plan

Bonus shares granted that vested for each corporate officer

Vesting conditions

02/12/2015 07/28/2016 04/10/2017 04/10/2017 07/28/2016 04/10/2017

16,392 57,510 17,947 18,828

(2)

Laurent Mignon (1)

(2)

(2)

François Riahi (1)

(2)

3,343 1,316

(2)

Nicolas Namias

(2)

TOTAL

-

115,336

-

30% of vested shares are subject to a lock-in period until the end of the company director’s term of office. (1) See presentation of the guidelines for corporate officers’ pay in section 2.4 of the Natixis universal registration document. (2)

AMF TABLE 8 PAST GRANTS OF STOCK OPTIONS AND BONUS SHARES DURING FISCAL YEAR 2019

Start of option exercise

Number of options granted

Strike price after adjustment

Type of option

Name of company director

Grant date

period Expiry date

No stock options or bonus shares were granted during fiscal year 2019.

AMF TABLE 9 STOCK OPTIONS EXERCISED BY THE 10 NON-EXECUTIVE DIRECTOR EMPLOYEES WHO EXERCISED THE MOST OPTIONS DURING FISCAL YEAR 2019

Number of options granted and exercised during fiscal year 2019

Number and date of the plan

Weighted average price

Name of non-executive director employee

No stock options were granted to or exercised by BPCE employees during fiscal year 2019.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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