BPCE - 2020 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

PAY STATEMENT: CATHERINE HALBERSTADT

Fiscal year 2019

Fiscal year 2020

Amounts allocated €500,000 €419,600 (1)

Amounts allocated €500,012 €276,894 (3)

Member of the Management Board, Group human resources

Amounts paid

Amounts paid

Fixed pay

€500,000 €352,158 (2)

€500,012 €425,259 (4)

Annual variable pay Multi-year variable pay

€0 €0

€0 €0

€0 €0

€0 €0

Exceptional pay

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

€44,080 (5)

€44,080 (5)

€44,080 (5)

€44,080 (5)

Attendance fees

€0

€0

€0

€0

Other pay

N/A (6)

€11,473 (7) €907,710

€46,620 (8) €867,606

€68,656 (9)

TOTAL €1,038,007 Variable pay in respect of 2019, of which €209,800 (50%) paid in 2020 and the balance (50%) deferred over three years in equal shares of €69,933 before indexation and (1) performance conditions. Amount paid in 2019 for the variable portion due in respect of 2018 (€217,985), the deferred portion of variable pay in respect of 2017 (€76,769) and the deferred portion of (2) variable pay in respect of 2016 (€57,404). Variable pay in respect of 2020, of which €138,446.8 (50%) paid in 2021 and the deferred balance (50%) over three years in equal shares of €46,149.9 before indexation and (3) performance conditions. Amount paid in 2020 for the variable portion due in respect of 2019 (€209,800), the deferred portion of variable pay in respect of 2018 (€74,820), and the deferred portion of (4) variable pay in respect of 2017 (€79,129), and the deferred portion of variable pay in respect of 2016 (€61,510). Housing allowance of €40,000 and company car allowance of €4,080. (5) Under her employment contract, Catherine Halberstadt benefits from BPCE's profit-sharing agreement ("accord d'intéressement"). The individual amount granted to Catherine (6) Halberstadt for the year in question is not yet known as of the publication date of the registration document / universal registration document for the year in question. Under her employment contract, Catherine Halberstadt benefits from BPCE's profit-sharing agreement paid in 2019 in respect of fiscal year 2018. (7) CGP/R2E compensatory allowance, i.e. €42,154 and an allocation of €4,466 paid under a company collective agreement, plus the profit-sharing granted to Catherine Halberstadt (8) for the fiscal year (not yet known as of the publication date of the universal registration document). CGP/R2E compensatory allowance, i.e. , €42,154 and an allocation of €4,466 paid under a company collective agreement. Catherine Halberstadt also benefits from BPCE's (9) profit-sharing agreement paid in 2020 in respect of 2019 in the amount of €22,036. €963,680

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PAY STATEMENT: NICOLAS NAMIAS

Fiscal year 2019

Fiscal year 2020

Amounts allocated €600,000 €503,520 (1)

Amounts allocated €352,230 €195,051 (3)

Member of the Management Board – Group Finance and Strategy (until August 3, 2020)

Amounts paid

Amounts paid

Fixed pay

€600,000 €152,612 (2)

€352,230 €253,789 (4)

Annual variable pay Multi-year variable pay

€0 €0

€0 €0

€0 €0

€0 €0

Exceptional pay

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

€9,079 (5)

€9,079 (5)

€5,369 (5)

€5,369 (5)

Attendance fees

€0

€0

€0

€0

Other pay

N/A (6)

€11,473 (7) €773,164 €173,996

€119,898 (8) €672,548 €525,119

€141,934 (9) €753,322

TOTAL

€1,112,599

Other compensation for Nicolas Namias for his duties at Natixis (10) €414,485 Variable pay in respect of 2019, of which €201,408 (40%) paid in 2020 and the balance (60%) deferred over three years in equal shares of €100,704 before indexation and (1) performance conditions. Amount paid in 2019 for the variable portion due in respect of 2018 (€152,612) (2) Variable pay in respect of 2020, of which €97,525.3 (50%) paid in 2021 and the balance (50%) deferred over three years in equal shares of €32,508.5 before indexation and (3) performance conditions. Amount paid in 2020 for the variable portion due in respect of 2019 (€201,408) and the deferred portion of variable pay in respect of 2018 (€52,381). (4) Company car allowance of €9,079 in 2019 and €5,369 in 2020. (5) Under his employment contract, Nicolas Namias benefits from BPCE's profit-sharing agreement ("accord d'intéressement"). The individual amount granted to Nicolas Namias for (6) the year in question is not yet known as of the publication date of the universal registration document of the year in question. Under his employment contract, Nicolas Namias benefits from BPCE’s profit-sharing agreement paid in 2019 in respect of fiscal year 2018. (7) CGP/R2E compensatory allowance, i.e. €30,505 and payment of CET to Nicolas Namias upon termination of his employment contract with BPCE on August 3, 2020, i.e. €89,393, (8) plus the profit-sharing granted to Nicolas Namias for the year (amount unknown as of universal registration document publication date) CGP/R2E compensatory allowance, i.e. €30,505, and payment of CET to Nicolas Namias upon termination of his employment contract with BPCE on August 3, 2020, i.e. €89,393. (9) Nicolas Namias also benefits from BPCE’s profit-sharing agreement paid in 2020 in respect of 2019 in the amount of €22,036. Nicolas Namias received 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 Financial (10) Officer of Natixis from January 1 to May 31, 2018, as well as compensation for his duties as Chief Executive Officer of Natixis since August 4, 2020. The amounts paid include payment and share deliveries in respect of the deferred variable pay installments of previous years at Natixis and granted for other duties. €0

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UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE