BPCE_REGISTRATION_DOCUMENT_2017

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

attendance fees paid for each meeting attended, up to a limit of ● two meetings during the fiscal year: € 600. Pay granted to Non-Voting Directors Pursuantto Article 28.3 of the Articles of Association,the Supervisory Board has resolved to compensatenon-voting directors by making a deduction from the attendance fees allocated to Supervisory Board members at theAnnual GeneralShareholders’Meeting. Non-VotingDirectorsreceive: fixed annual attendance fees: € 4,000; ● attendance fees paid for each meeting attended, up to a limit of ● nine meetings during the fiscalyear: € 600. MEMBERS OF THE MANAGEMENT BOARD Pay receivedby the Presidentand membersof the ManagementBoard for fiscalyear 2017: François Pérol: fixed pay: € 550,000; ● variable pay: target at 150%, with amaximum of 200%; ● annual housing allowance: François Pérol has waived this ● allowance. CatherineHalberstadt: fixed pay: € 500,000; ● variable pay: target at 80%, with a maximum of 100%; ● annual housing allowance: € 40,000. ● MargueriteBérard-Andrieu,member of the ManagementBoard from May 2, 2016 to December 31, 2017 inclusive: fixed pay: since January 1, 2017, subsequent to the resolution of ● the Supervisory Board of BPCE SA on February 9, 2017, € 600,000 (including an increase to the special pension scheme pursuant to Article 82 of the French GeneralTax Code); variable pay: target at 80%, with a maximum of 100%. ● Laurent Roubin, member of the Management Board since May 17, 2016: fixed pay: € 500,000; ● variable pay: target at 80%, with a maximum of 100%; ● annual housing allowance: € 40,000. ● Laurent Mignon: Laurent Mignon is not paid for his duties as a member of the BPCE ManagementBoard. The pay that he receivesis for his duties as Chief Executive Officer of Natixis. The following criteria were used to determine variable pay for 2017: the criterion for triggeringvariable pay is to meet a specific target ● for the Group’s Basel III Common Equity Tier 1 ratio (COREP regulatory view, using phase-in measures), i.e. the ratio had to be above the level set by the ECB in its letter of November 25, 2016 (1) , as at December 31, 2017. Should this criterion not be met, no variable portion would be paid. This criterion was verified at December31, 2017 and had been met;

quantitative criteria account for 60% of variable pay. These ● quantitative criteria are defined as follows: net income attributableto equity holders of the parent accounts - for 30% of variable pay. If the target for this criterion as set by the Supervisory Board is reached, Management Board members would be entitled to receive the entire 30% (2) , the Group’s cost/incomeratio accounts for 20% of variable pay. - If the target for this criterion as set by the SupervisoryBoard is reached, Management Board members would be entitled to receive the entire 20% (2) , the Group’s net banking income accounts for 10% of variable - pay. If the target for this criterionas set by the SupervisoryBoard is reached, Management Board Members would be entitled to receive theentire 10% (2) ; qualitative criteria account for 40% of variable pay. These criteria ● digital transformation of the banks and information systems. - These qualitativecriteria are in the process of being changed as part of the 2018 pay policy, which will be put to a vote at the Annual General Shareholders’Meeting called to approve the 2017 financial statements. With regard to the terms of payment for variable pay in respect of 2013: deferred for a fraction representing60% in 2015, 2016 and 2017 ● (20% eachyear), forFrançois Pérol; the deferredportion,calculatedafter neutralizingthe impact of the ● revaluation of own debt, is indexed to the change in net income attributable to equity holders of the parent, assessed as a rolling average over the last three calendar years preceding the allocation year and the paymentyear; payment of the deferred portion is contingent upon attaining a ● standardReturn on Equity (ROE) for the Group businesslines that is at least equal to 4% during the fiscal year before payment falls due. With regard to the terms of payment for variable pay in respect of 2014: deferred for a fraction representing60% in 2016, 2017 and 2018 ● (20% eachyear), forFrançois Pérol; the deferredportion,calculatedafter neutralizingthe impact of the ● revaluation of own debt, is indexed to the change in net income attributable to equity holders of the parent, assessed as a rolling average over the last three calendar years preceding the allocation year and the paymentyear; payment of the deferred portion is contingent upon attaining a ● standard Return on Equity (ROE) for Group business lines that is at least equal to 4% during the fiscal year before payment falls due. With regard to the terms of payment for variable pay in respect of 2015: deferred for a fraction representing60% in 2017, 2018 and 2019 ● (20% eachyear), forFrançois Pérol; comprise the following duties: sales development: promotion, - human resources, - finance/strategy, - governance, -

2

The total CET1 ratio requirement set by the ECB, including the “Pillar II Guidance” component, is not subject to disclosure. (1) The Supervisory Board has established specific expected targets for these quantitative goals, but for confidentiality reasons, they are not publicly disclosed. (2)

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Registration document 2017