BPCE_REGISTRATION_DOCUMENT_2017

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

The figures shown below comply with the rules and guidelines for determiningpay and benefits adopted by the BPCE Supervisory Board and approved at the AnnualGeneralShareholders’Meetingin 2017.

2

STATEMENT OF PAY, STOCK OPTIONS AND SHARES GRANTED TO EACH COMPANY DIRECTOR FROM JANUARY 1 TO DECEMBER 31, 2017 (TABLE 1)

Value of multi-year variable pay received during the year (1)

Total pay received during the period (fixed and variable) (Table 2)

Value of stock options allocated during the year (Table 4)

Value of performance shares granted during the year (Table 6)

Total pay due in respect of the period (fixed and variable) (Table 2)

François Pérol President of the Management Board

2016 2017

€1,247,125 €1,477,300

€1,405,160 €1,461,621

€0 €0

€0 €0

€0 €0

CatherineHalberstadt Management BoardMember, Chief Executive Officer – HumanResources, Internal Communications,Corporate Secretary’s Officeof BPCE Marguerite Bérard-Andrieu Management BoardMember− Group Finance, Strategy, Legal Affairsand Secretary’s Officeof the Governing Bodies(as of May 2,2016) Laurent Roubin Management BoardMember– Retail Banking and Insurance (as of May 17, 2016) Laurent Mignon Member ofthe Management Board – Chief ExecutiveOfficer of Natixis (2)

2016 2017

€882,080 €993,680

€544,080 €713,080

€0 €0

€0 €0

€0 €0

2016 2017

€557,322

€331,989 €712,667

€0 €0

€0 €0

€0 €0

€1,139,520

2016 2017

€548,255 €994,904

€336,774 €651,045

€0 €0

€0 €0

€0 €0

2016 2017

€1,914,761 €2,815,242

€1,787,082 €2,088,305

€0 €0

€0 €0

€0

€99,305 No multi-yearvariablepay or bonusshareplan was grantedduringthe 2016and 2017 fiscal years;exceptfor LaurentMignon,by Natixis,for his dutiesas ChiefExecutiveOfficerof Natixis. (1) Laurent Mignonreceivespay from Natixis,a companyunder the controlof BPCE as definedby Article L. 233-16of the FrenchCommercialCode, for his duties as Chief ExecutiveOfficerof Natixis. (2) On May 23,2017, he received29,911performanceshareswith a fair value of €99,305,amountingto €192,000(gross)at the grant date, and on July 28,2016, he received47,463performance shares valuedat €160,000.

89

Registration document 2017