BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

Pay component

Principles and criteria adopted

Involuntary-termination severance pay and retirement bonus

The Presidentof the ManagementBoard, under certainconditions, receivesa severance or bonuswhen hisduties cease. The Presidentof the ManagementBoard, under certain conditions,receives involuntary-terminationseverancepay 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 followingconditions: Conditionsfor receiving involuntary-termination severance pay - The severancecannotbe paid unless terminationis involuntary (involuntary end to term ofoffice due toremovalby the Annual GeneralShareholders’Meeting,withdrawal ofapproval, involuntary resignation, or non-renewal by the Supervisory Board), other than for seriousmisconduct or achange ofpositionwithinGroupeBPCE. It cannotbe paid in the event ofa departure from theGroupat the companydirector’sinitiative. Payment ofinvoluntary-termination severance causesformer directorsto lose any entitlement tothe retirement bonus they otherwise mayhave claimed (it being specified that they do not benefit froma defined-benefit pension plan). For personsre-assignedto another positionwith Groupe BPCEunderan employmentcontract,the termination ofsaid employmentcontract,with notificationgivenmore than 12 months after they are forciblyremoved from theircorporate office, entitles them– barring gross negligence or willfulmisconduct – to receive the severancepay providedfor in the applicablecollective bargaining agreement. Conversely, ifthe employmentcontractis terminated with notification given less than 12 months after they are forciblyremoved from corporateoffice, they are entitled – barringgross negligenceor willful misconduct – to receive involuntary-termination severance pay, minusany compensation liable tobe paid in respectof the terminationof the employmentcontract. Finally, involuntary-termination severance pay is onlydue if the Groupgenerated positive net income in the last fiscal year precedingthe termination ofthe corporateoffice. Determination of involuntary-termination severance pay - The monthlybenchmarkpay used in the calculation isequal toone-twelfthof the sum ofthe fixed pay(excluding any special increaseand benefits)granted forthe last calendaryear ofwork and theaverageof the variablepay (whetherpaid immediatelyor deferred)for the last three calendar yearsof work. Amounts paidin respectof the relevantcorporateoffice are taken into account. The amountof involuntary-termination severance pay is equal to: Monthly benchmark pay x (12 months + 1monthper year ofsenioritywith the Group) Seniorityis calculated in years and fractions of a year. The amountof involuntary-termination severance pay is capped at24 times themonthlybenchmark pay, which correspondsto a periodof 12 years’senioritywith theGroup. Where atleast 50% ofthe maximumvariable component is awardedon averageduring thelast three years ofthe current term of office (or duringthe termof office served,plus the previous termof office served ifthe term wasrenewed),the involuntary-termination severance pay will be paidin full. Where atleast 33.33% ofthe maximum variable component is not awarded on averageover this period, no involuntary-termination severance pay is granted.Between33.33% and 50%, theamountof involuntary-termination severance payis calculatedon a straight-linebasis, atthe discretion ofthe company’sgoverningbody. Regardless, any compensation paid for termination of an employment contract is deducted from the amount of involuntary-termination severance pay. Upon a decisionmade by theSupervisory Board, thePresidentof the Management Boardmay receive a retirement bonus equal to no lessthan six months’and no more than 12 months’salary,providedhe has at least 10 years’ seniority, withoutany minimum presence conditions. Payment is subjectto the followingconditions: Conditionsfor receiving aretirement bonus - Payment ofa retirementbonus is subject tothe same conditions asthose applicableto involuntary-terminationseverance pay, i.e.: the Groupmust have generated positive net income in thefiscal year precedingthe terminationof the corporate - office, and beneficiaries must havebeen awardeda minimum percentageof variable payon averageduring thelast three years of - the current term ofoffice. The retirementbonusmay only be paid when thesocialsecuritypension isdrawn,providedthat the beneficiaryfalls within the applicable scope(defined below)at the time thepension isdrawn. Payment ofthe retirementbonus is at the discretionof the Supervisory Boardafter consultationof the Appointments and Remuneration Committee. If involuntary-termination severance is paid, thecompany director willnot be entitled tothe retirement bonus. Amountof the retirementbonus - The monthlybenchmarkpay used in the calculation isequal toone-twelfthof the sum ofthe fixed pay(excluding benefits and anyspecial increase)grantedfor the last calendaryear ofwork and theaverageof the variable pay(whether paid immediatelyor deferred)for the last three calendar yearsof work. The amountof the bonus is equal to: Monthly benchmark pay x (6 + 0.6 A) where A is thenumber, whichmay be a fraction, of yearsserved in acorporateoffice withinthe relevantscope ( i.e. terms of office served as ChiefExecutive Officers of the BanquePopulaire banks, Chairmen of the Management Boards of Caisses d’Epargne, Chief Executive Officer ofCFF, Chief Executive Officer ofBPCE International, Chairman of the Management Boardof BanquePalatine, and membersof the Management Boardof BPCE SA). The amountis cappedat 12 times the monthly benchmarkpay corresponding toa total termof office of10 years. Regardless,any compensationpaid for termination ofan employmentcontractis deducted from theretirement bonus.

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Registration document 2017