BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

Rules and principles governing 2.5

the determination of pay and benefits

2.5.1

Pay policy, components of pay, benefits in kind, loans, guarantees and attendance fees received by BPCE companydirectors (1)

MEMBERS OF THE SUPERVISORY BOARD At the CombinedGeneralMeetingon May 19, 2017, the total amount of attendancefees payable by BPCE was set at € 700,000. This pay is detailed in the statement regarding attendance fees and other pay collected bythe non-executive directors of BPCE. At the meeting on May 19, 2017, the SupervisoryBoard set the pay for the Chairmanand Vice-Chairmanof the SupervisoryBoard as well as the terms for distributing the attendance fees among the Supervisory Board members. Aside from the Chairman,who receives annual fixed pay, Supervisory Board Members arepaid in the form of attendance fees. Pay granted to Pierre Valentin, Chairman of the Supervisory Board from January 1, 2017 to May 19, 2017, and Michel Grass, Chairman of the Supervisory Board from May 19, 2017: annual fixed pay: € 400,000; ● attendance fees: € 0. ● Attendance fees paid to Supervisory Board Members Stève Gentili,Vice-Chairmanof the SupervisoryBoard from January 1, 2017 to May 19, 2017 and Nicolas Plantrou, Vice-Chairmanof the Supervisory Board from May 19, 2017: fixed annual attendance fees: € 80,000; ● attendance fees paid for each meeting attended, up to a limit of ● nine meetings during the fiscalyear: € 1,500. Other members of the Supervisory Board: fixed annual attendance fees: € 8,200; ● attendance fees paid for each meeting attended, up to a limit of ● nine meetings during the fiscalyear: € 1,200. Additional pay granted to Supervisory Board Members Marwan Lahoud, Chairman of the Audit Committee: fixed annual attendance fees: € 23,900; ● attendance fees paid for each meeting attended, up to a limit of ● four meetings during the fiscal year: € 2,400.

Other members of the Audit Committee: fixed annual attendance fees: € 750; ● attendance fees paid for each meeting attended, up to a limit of ● four meetings during the fiscal year: € 875. Marie-Christine Lombard, Chairman of the Risk Committee: fixed annual attendance fees: € 23,900; ● attendancefees paid for each meetingattended,up to a limit of six ● meetings during the fiscal year: € 2,400. Other members of the Risk Committee: fixed annual attendance fees: € 750; ● attendancefees paid for each meetingattended,up to a limit of six ● meetings during the fiscal year: € 875. Maryse Aulagnon,Chairman of theAppointmentsCommittee: fixed annual attendance fees: € 13,100; ● attendance fees paid for each meeting attended, up to a limit of ● three meetings during the fiscal year: € 1,650. Other members of the Appointments Committee: fixed annual attendance fees: € 750; ● attendance fees paid for each meeting attended, up to a limit of ● three meetings during the fiscal year: € 600. Maryse Aulagnon,Chairman of theRemunerationCommittee: fixed annual attendance fees: € 13,100; ● attendance fees paid for each meeting attended, up to a limit of ● five meetings during the fiscal year: € 1,650. Other members of the Remuneration Committee: fixed annual attendance fees: € 750; ● attendance fees paid for each meeting attended, up to a limit of ● five meetings during the fiscal year: € 600. Dominique Martinie, Chairman of the Cooperative and CSR Committee: fixed annual attendance fees: € 13,100; ● attendance fees paid for each meeting attended, up to a limit of ● two meetings during the fiscal year: € 1,650. Other members of the Remuneration Committee: fixed annual attendance fees: € 750; ●

The figures presented in this section are gross amounts. (1)

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Registration document 2017