BPCE - 2020 Universal Registration Document

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REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

Variable pay

Variable pay awarded in respect of fiscal year 2020

Target at 100% of fixed pay including the special supplement, with a maximum of 120% 69.22% x 100% or €830,640

Laurent Mignon Chairman of the Management Board

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

69.22% x 80% or €276,885

Target at 80% of fixed pay, with a maximum of 100%

69.22% x 80% or €276,894

Target at 80% of fixed pay, with a maximum of 100%

69.22% x 80% pro-rated or €195,051

Target at 80% of fixed pay including the special supplement, with a maximum of 100% The amount is calculated on a pro rata basis according to the period of presence within BPCE in 2020, as a member of the Management Board. Target at 80% of fixed pay including the special supplement, with a maximum of 100% The amount is calculated on a pro rata basis according to the period of presence within BPCE in 2020 as a member of the Management Board.

69.22% x 80% pro-rated or €99,358

€0

€0

€0

€0

TERMS AND CONDITIONS OF PAYMENTS In accordance with the pay policy approved by the Annual General shareholders’ Meeting held on May 29, 2020, a portion of the variable pay awarded to members of the Management Board is deferred in equal installments over three years ( i.e. 2022, 2023 and 2024 for the variable pay awarded in respect of 2020). For the Chairman of the Management Board, 60% of variable pay awarded in respect of 2020 is deferred; and for the other members of the Management Board, 50% is deferred. The deferred variable portion is indexed to the change in net incomeattributableto equityholdersof the parent (for fiscal years before 2016, it was indexed to the change in net income attributable to equity holders of the parent, calculated after neutralizing the impact of the revaluationof own debt). Indexing coefficients are calculatedby applying the underlyingnet income attributable to equity holders of the parent over the last three calendar years preceding the allocation year and the payment year. Indexation coefficients are rounded to the fourth decimal place. Payment of the deferred portion is contingent upon attaining a standard Return on Equity (ROE) for core Group businesses (Retail Banking and Insurance, AWM, CIB) that is at least equal to 4% during the fiscal year before payment falls due. PAY MIX FOR FISCAL YEAR 2020 The pay mix for members of the Management Board for fiscal year 2020 is as follows:

In accordancewith Article L. 511-73of the French Monetary and Financial Code, the BPCE Annual General shareholders’Meeting will be consulted in 2021 on the budget for all types of remuneration paid during the previous fiscal year to members of the Management Board and other BPCE employees whose professional activities have a material impact on the company or Group risk profile. OTHER ITEMS The amount of the CGP/R2E compensation allowance for 2020 is: €140,529 for Laurent Mignon, €42,154 for Catherine Halberstadt, €39,456 for Christine Fabresse and €30,505 for Nicolas Namias Members of the Management Board receive a company car allowance. Catherine Halberstadt receives an annual housing allowance of €40,000, plus an allocation of €4,466 paid under a collective company agreement which came into force in 2020. Regarding the supplementary pension plan for executive directors, the estimated annual amount of the annuity resulting from potential entitlements reported at December 31, 2020 is €141,758 for Catherine Halberstadt and €121,977 for Christine Fabresse.

18 %

18 %

18 %

18 %

25 %

18 %

18 %

18 %

18 %

16 %

64 %

64 %

64 %

64 %

59 %

Laurent Mignon

Christine Fabresse

Catherine Halberstadt

Jean-François Lequoy

Nicolas Namias

François Riahi

● Deferred variable pay ● Non-deferred variable pay ● Fixed pay

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

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