BPCE_REGISTRATION_DOCUMENT_2017

REPORT ON CORPORATE GOVERNANCE Rules and principles governing the determination of pay and benefits

Pay components

Principles and criteria adopted

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Involuntary-termination severance pay and retirement bonus

Membersof the Management Board, under certain conditions,receivea severanceor bonuswhen theirduties cease. Membersof the Management Boardare entitledto involuntary-termination severancepay equal toat least 12 months’ pay (fixed and variable portions), and upto 24 months, earned for 12 years of senioritywith theGroup. Payment is subjectto 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 ofposition withinGroupeBPCE.This severance isnot paid if the company director leaves the Groupat his own initiative. Personsreceivinginvoluntary-terminationseverance paylose any entitlement underthe defined-benefit plan,subject to employmentby the company atthe time of retirement,providedfor under ArticleL. 137-11 ofthe French SocialSecurity Code, and/or toany retirementbonus they may claim. 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 indemnity liable tobe paidin respectof the termination ofthe 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 and employmentcontract aretaken intoaccount. The amountof involuntary-termination severance pay is equal to: Monthlybenchmark payx (12 months + 1 month per year of seniority with theGroup) 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 compensationpaid for termination ofan employmentcontractis deducted from theamount of involuntary-termination severance pay. Upon a decisionmade by theSupervisory Board, members of the Management Boardmay benefitfrom a retirement bonus equal to no lessthan six months’and no more than 12 months’salary,for 10 years ofseniority,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 the pension 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