BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

Pay components Supplementary pension plan

Principles and criteria adopted

Members of the Management Board receive: the mandatory CGPcollectivesupplementarydefined-contributionpensionplan for all BPCEemployees andby - extensionapplicable toBPCEcompanydirectors. The contribution rate is 6% from BracketA and 4% fromthe pensionableportionof pay in excessof BracketA; 70%of this contributionis paid by the company and 30% by the mployee; the IPRICAS mandatory collective supplementarydefined-contribution pension plan for all BPCEsenior executives(AFB - agreement) and byextension applicable to BPCEcompanydirectors. The contribution rate is 3.5%of total pensionablepay. This contribution is funded entirelyby the company. Entitlements to both of these plans,which the membersof the Management Boardmay have vestedduring theirprevious career, as anemployee or directorof Groupcompanies, aretaken intoaccount whereapplicable. Management Board members werealso able tovest entitlementsunderthis planduring theirprevious careers asGroup employees or company directors. Furthermore,there areother supplementarypension plansofferedto membersof the Management Board, based on their professional careerspentwith the Group,namely: Pension planfor companydirectors ofGroupe BPCE: pension plangoverned by ArticleL. 137-11of the French Social SecurityCode. Until June 30,2014,Chairmen ofCaissed’EpargneManagement Boards,Membersof the Management Boardof the - former CNCE and Chief Executive Officers ofCrédit Foncier, BanquePalatineand BPCE Internationalcould benefit from a supplementarydefined-benefitpensionplan entitling themto additional retirement income based on theirsalary. Until June 30,2014,Banque PopulaireChief Executive Officerscould benefit from adifferentialdefined-benefit pension - plan. Effective July 1, 2014, these two pension plans wereharmonized undera single supplementarypension plan, now closed to new members and subjecto conditions. they must end their career with GroupeBPCE.This condition ismet when beneficiaries areGroup employeeson the - day before theirsocial securitypension is drawnfollowingvoluntary retirement; they must have served in anexecutive management position for at least the requiredminimumperiod (seven years) at - the date on whichtheir social securitypensionis drawn. Beneficiaries who meet the above conditions areentitled toan annuity setat 15% ofbenchmarkpay, i.e. their average annual payearned in thethree highest-paid years during the five calendar yearsbefore thedate on whichtheir social securitypension is drawnand capped atfour times theannual ceiling forsocial securityannuities. Annual payrefersto the sum ofthe followingtypes ofpay receivedfor theyear in question: fixed pay, excluding benefits in kind or duty-related bonuses; - variable pay – not exceeding 100% of fixed pay – and defined as the total variable amountpaid, includingthe portion - that may have been deferredover several years andsubject toattendanceand performancerequirements, in accordance with regulations on variable paygrantedby credit institutions. Once drawn, thissupplementarypensionmay be paidto a spouseor formernon-remarriedspouse, ata rate of 60%. This plan, whichis fundedentirelyby the Group, iscoveredby two insurance policies taken out with theQuatremand Allianz insurance companies, with atarget obligation coveragerate of 80% ofassets and 100% ofpensionrecipients. Expensespaid by the company consist of the 32%contributionon annuitiespaid by the insurerto the beneficiaries. The pension planfor company directorsof Groupe BPCE, which is a supplementarypensionplan subjectto Article L. 137-11 ofthe French SocialSecurity Code,is governed bythe provisionsof section 23.2.6 ofthe AFEP-MEDEF Code. It complieswith theprinciples governing the capacityof beneficiaries,overall establishment ofbase pay, seniority conditions, the progressiveincrease in potentialentitlements dependingon seniority,the reference periodused to calculatebenefits and the prevention ofartificiallyinflatedpay. The plancomplieswith thetermsset out in Article L. 225-90-1of the French Commercial Code on theapplication of performanceconditionsfor thevesting ofconditional entitlementsand the3% limit on theannual increaseof conditional entitlements. For CatherineHalberstadtand LaurentRoubin2,the annual vestingof conditionalentitlementsis contingent on Groupe BPCEgeneratinga net profit for theperiodconsidered. Membersof the Management Boardwho are not on theGroup’ssupplemental executive pension plan are entitledto participate in the pensionplan through agroupinsurancepolicy under Article 82 ofthe French GeneralTax Code, in which companydirectorsof GroupeBPCEwho do not benefit from the “Pensionplan for companydirectorsof Groupe BPCE”, as thispolicy is fundedsolely through voluntarypaymentsby the company directorswho have decided to participate therein. The member of the Management Boardaffectedby this policyis François Riahi (from January 1, 2018), who thus receives a special supplement equal to 20% ofhis fixed pay. Basedon amotionby theRemuneration Committee, the Supervisory Boardmay decide to grant an annual housing allowance tomembers ofthe Management Board.

Benefits in kind

The SupervisoryBoardhas establishedspecificexpectedtargetsfor thesequantitativegoals,but for confidentialityreasons,they are not beingpubliclydisclosed. (1) LaurentMignonalso benefitsfrom this policy in respectof his dutuesat Natixis. (2)

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Registration document 2017