BPCE - 2020 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

POST-EMPLOYMENT BENEFITS FOR THE CHAIRMAN OF THE MANAGEMENT BOARD The commitmentmade in favor of Laurent Mignon, Chairman of the Management Board, relating to the involuntary-termination severance pay was authorized by the Annual General shareholders’ Meeting held on October 4, 2018 in compliance with the related-party agreements and commitments procedure.

The commitment relating to the retirement bonus was authorized by the Supervisory Board on October 4, 2018, and was last amended by the Supervisory Board on February 11, 2021. This commitment and amendment were carried out in accordance with the related-party agreements procedure.

Pay component

Principles and criteria adopted

Involuntary-termination severance pay and retirement bonus

The Chairman of the Management Board, under certain conditions, receives a severance or bonus when his duties cease. The Chairman of the Management Board, under certain conditions, receives involuntary-termination severance pay equal to at least 12 months’ pay (fixed and variable portions), and up to 24 months, earned for 12 years’ seniority with the Group. Payment is subject to the following conditions: Conditions for receiving involuntary-termination severance pay • The severance cannot be paid unless termination is involuntary (involuntary end to term of office due to removal by the Annual General shareholders’ Meeting, withdrawal of approval, involuntary resignation, or non-renewal by the Supervisory Board), other than for serious misconduct or a change of position within Groupe BPCE. It cannot be paid in the event of a departure from the Group at the company director’s initiative. Payment of involuntary-termination severance causes former director to lose any entitlement to the retirement bonus he otherwise may have claimed (it being specified that he does not benefit from a defined-benefit pension plan). If he is re-assigned to another position with Groupe BPCE under an employment contract, the termination of said employment contract, with notification given more than 12 months after he is forcibly removed from his corporate office, entitles him – barring gross negligence or willful misconduct – to receive the severance pay provided for in the applicable collective bargaining agreement. Conversely, if the employment contract is terminated with notification given less than 12 months after he is forcibly removed from corporate office, he is entitled – barring gross negligence or willful misconduct – to receive involuntary-termination severance pay, minus any compensation liable to be paid in respect of the termination of the employment contract. Finally, involuntary-termination severance pay is only due if the Group generated positive net income in the last fiscal year preceding the termination of the corporate office. Determination of involuntary-termination severance pay • The monthly benchmark pay used in the calculation is equal to one-twelfth of the sum of the fixed pay (excluding the special supplement and benefits) granted for the last calendar year of work preceding the termination and the average of the variable pay (whether paid immediately or deferred) for the last three calendar years of work preceding the termination. Amounts in respect of the relevant corporate office are taken into account. The amount of involuntary-termination severance pay is equal to: Monthly benchmark pay x (12 months +1 month per year of seniority with the Group) Seniority is calculated in years and fractions of a year. The amount of involuntary-termination severance pay is capped at 24 times the monthly benchmark pay, which corresponds to a period of 12 years’ seniority with the Group. Where at least 50% of the maximum variable component is awarded on average during the last three years of the corporate office in progress (or during the term of office served, plus the previous term of office served if the term was renewed), the involuntary-termination severance pay will be paid in full. Where at least 33.33% of the maximum variable component is not awarded on average over this period, no involuntary-termination severance pay is granted. Between 33.33% and 50%, the amount of involuntary-termination severance pay is calculated on a straight-line basis, at the discretion of the Supervisory Board. Regardless, any compensation paid for termination of an employment contract is deducted from the amount of involuntary-termination severance pay. Upon a decision made by the Supervisory Board, the Chairman of the Management Board may receive a retirement bonus equal to no less than six months’ and no more than 12 months’ salary, provided he has at least 10 years’ seniority, without any minimum presence conditions. Payment of a retirement bonus is subject to the same conditions as those applicable to involuntary-termination severance pay, i.e. : the Group must have generated positive net income in the fiscal year preceding the termination of the corporate office; and • beneficiaries must have been awarded a minimum percentage of variable pay on average during the last three years of the current • term of office. The retirement bonus may only be paid when the social security pension is drawn, provided that the beneficiary falls within the applicable scope (defined below) at the time the pension is drawn. Payment of the retirement bonus is at the discretion of the Supervisory Board after consultation with the Remuneration Committee. Payment of the retirement bonus is exclusive of the payment of any other departure bonus. As such, if involuntary-termination severance is paid, the company director will not be entitled to the retirement bonus. Payment is subject to the following conditions: Conditions for receiving a retirement bonus •

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE