BPCE - 2020 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

Pay received by the Chairman and members of the Management Board for fiscal year 2020:

FIXED PAY FOR 2020

Annual fixed pay*

Comments

Laurent Mignon Chairman of the Management Board

€1,200,000 (including a special supplement in respect of the supplemental pension scheme pursuant to Article 82 of the French General Tax Code)

Unchanged in 2020

Christine Fabresse Member of the Management Board,Retail Banking and Insurance division Catherine Halberstadt Member of the Management Board, Group human resources Nicolas Namias Member of the Management Board, Group Finance and Strategy until August 3, 2020 Jean-François Lequoy Member of the Management Board, Group Finance and Strategy from September 14, 2020 François Riahi Member of the Management Board and Chief Executive Officer of Natixis until August 3, 2020 Nicolas Namias Member of the Management Board and Chief Executive Officer of Natixis from August 4, 2020

€500,009

The increase of €9/year compared to 2020 is the result of a company agreement that applied to BPCE employees starting on July 1, 2020 The increase of €24/year compared to 2020 is the result of a company agreement that applied to BPCE employees starting on July 1, 2020

€500,024

€600,000 (including a special supplement in respect of the supplemental pension scheme pursuant to Article 82 of the French General Tax Code) €600,000 (including a special supplement in respect of the supplemental pension scheme pursuant to Article 82 of the French General Tax Code)

Unchanged in 2020

3

€0

François Riahi was compensated solely for his corporate office at Natixis

€0

From August 4, 2020, Nicolas Namias will be compensated exclusively for his corporate office at Natixis.

*

Excluding benefits in kind.

ANNUAL VARIABLE PAY IN RESPECT OF 2020 ACHIEVEMENT OF TARGETS SET FOR FISCAL YEAR 2020 Annual variable pay in respect of 2020 was determined based on quantitative and qualitative criteria that were the same for all Board Members and had previously been submitted to the Remuneration Committee for review on February 5, 2020, then validated by the Supervisory Board on February 6, 2020 and submitted to the Annual General shareholders’ Meeting on May 29, 2020. The achievement rates for performancecriteria, validated by the Supervisory Board on February 11, 2021 after receiving the opinion of the Remuneration Committee on February 10, 2021, was as follows: the trigger criterion is observation of the Group Basel III • Common Equity Tier 1 ratio. This level corresponds to the minimum threshold of the CET1 level, plus the P2R, the P2G

and the phase-in combined buffers set by the ECB. No variable pay is granted if this criterion is not met. This criterion was verified at December 31, 2020 and had been met; quantitative criteria account for 60% of variable pay: net • income attributable to equity holders of the parent (30%), the Group’s cost/income ratio (20%), and the Group’s net banking income (10%). The achievement rate for quantitative criteria was 29.22%; qualitative criteria account for 40% of variable pay and are • associate with the performance of Retail Banking and Insurance, Financial Solutions and Expertise, Group human resources; Finance and Strategy; supervision, control and governance; and information systems and the digital transformation. The achievement rate for qualitative criteria was 40%. Taken together, the achievement rate for all criteria was 69.22%.

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE