BPCE - 2020 Universal Registration Document

REPORT ON CORPORATE GOVERNANCE

RULES AND PRINCIPLES GOVERNING THE DETERMINATION OF PAY AND BENEFITS

AMF TABLE 4 STOCK OPTIONS ALLOCATED TO EXECUTIVE CORPORATE OFFICERS DURING FISCAL YEAR 2020 No stock options were granted during fiscal year 2020.

AMF TABLE 5 STOCK OPTIONS EXERCISED BY EXECUTIVE CORPORATE OFFICERS DURING FISCAL YEAR 2020 No stock options were exercised during fiscal year 2020.

AMF TABLE 6 FREE SHARES GRANTED TO EXECUTIVE CORPORATE OFFICERS DURING FISCAL YEAR 2020 FREE SHARES GRANTED BY THE NATIXIS ANNUAL GENERAL SHAREHOLDERS’ MEETING DURING THE FISCAL YEAR TO EACH EXECUTIVE 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

Performance conditions

Name of executive corporate officer

Date of plan

Vesting date 5/19/2024 (2) 5/19/2024

3

François Riahi

5/20/2020 5/20/2020

77,783 (1) 19,445 (3)

€73,116 €18,278

5/19/2024 5/19/2024

Yes Yes

Jean-François Lequoy

Performance shares granted by Natixis to François Riahi in respect of his duties as Chief Executive Officer of Natixis. (1) The presence condition was lifted by a decision of the Natixis Board of Directors of August 3, 2020 on all elements of deferred variable compensation previously granted to (2) François Riahi and in the process of vesting; the other vesting conditions were maintained. Performance shares granted by Natixis to Jean-François Lequoy in respect of his position as Director of the Insurance Division at Natixis and Member of the General (3) Management Committee of Natixis.

AMF TABLE 7 BONUS SHARES THAT BECAME TRANSFERABLE DURING THE PERIOD FOR EACH EXECUTIVE CORPORATE OFFICER

Number of shares vested during the fiscal year

Number and date of the plan

Name of executive corporate officer

Vesting conditions

4/13/2018 4/10/2017 7/28/2016 4/13/2018 4/10/2017 4/13/2018 4/10/2017 4/13/2018 4/10/2017 7/28/2016

28,258 (1) 35,894 (1) 37,970 (1) 18,525 (1) 37,656 (1) 3,817 (1) 2,633 (1)

(2)

(2)

Laurent Mignon

(2)

(2)

François Riahi

(2)

(2)

Nicolas Namias

(2)

10,148 21,436

(2)

(2)

Jean-François Lequoy

9,492

(2)

TOTAL

-

205,829

-

30% of vested shares are subject to a lock-up period until the end of the corporate officer’s term of office. (1) See presentation of the guidelines for corporate officers’ pay in section 2.3.1.3 of the Natixis universal registration document. (2)

AMF TABLE 8 PAST GRANTS OF STOCK OPTIONS OR CALL OPTIONS DURING FISCAL YEAR 2020 Natixis has granted no stock options to Group employees (Natixis, BPCE, Caisse d’Epargne, Banque Populaire) since 2009.

205

UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE