BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

STATEMENT OF PAY GRANTED TO BPCE COMPANY DIRECTORS (TABLE 2) Amounts due in respect of 2016 (1) : all remunerationgranted on a pro rata basis in respect of duties performed in 2016, regardless of the date of payment. Amounts paid in 2016 (2) : all remuneration actually paid and received in 2016 (due in 2012 and paid in 2016 + due in 2013 and paid in 2016 + due in 2014 and paid in 2016 + due in 2015 and paid in 2016 + due in 2016 and paid in 2016) in respect of duties performed during the period.

Amounts due in respect of 2017 (1) : all remunerationgranted on a pro rata basis in respect of duties performed in 2017, regardless of the date of payment. Amounts paid in 2017 (2) : all remuneration actually paid and received in 2017 (due in 2013 and paid in 2017 + due in 2014 and paid in 2017 + due in 2015 and paid in 2017 + due in 2016 and paid in 2017 + due in 2017 and paid in 2017) in respect of duties performed during the period.

PAY STATEMENT: FRANÇOIS PÉROL ➡

Fiscal year 2017

Fiscal year 2016

Amount due (1)

Amount paid (2)

President of the Management Board

Amount due (1) €550,000 €697,125 (a)

Amount paid (2) €550,000 €855,160 (b)

Fixed pay

€550,000 €927,300 (c)

€550,000 €911,621 (d)

Variable pay

Multi-year variable pay

€0 €0 €0 €0

€0 €0 €0 €0

€0 €0 €0 €0

€0 €0 €0 €0

Exceptional pay

Benefits in kind (company car, housing (e) and other benefits)

Attendance fees

Other pay

-

-

-

-

TOTAL

€1,247,125

€1,405,160

€1,477,300

€1,461,621

Variablepay in respectof 2016,of which€278,850(40%)paid in 2017and the balance(60%)deferredover three yearsin equalsharesof €139,425. (a) Amount paid in 2016for variablepay in respectof 2015 (€330,983),for the deferredportionof variablepay in respectof 2014 (€189,470),for the deferredportion in respectof 2013 (€212,146) (b) and for the deferredportion in respectof 2012 (€122,561). Variablepay in respectof 2017,of which€370,920(40%)paid in 2018and the balance(60%)deferredover three yearsin equalsharesof €185,460. (c) Amount paid in 2017for variablepay in respectof 2016 (€278,850),for the deferredportionof variablepay in respectof 2015 (€184,655),for the deferredportion in respectof 2014 (€211,414) (d) and for the deferredportion in respectof 2013 (€236,701). FrançoisPérolhas waivedhis annualhousingallowancesince2010. (e)

PAY STATEMENT: CATHERINE HALBERSTADT ➡

Fiscal year 2017

Fiscal year 2016

Management Board Member, Chief Executive Officer – Human Resources, Internal Communications, Corporate Secretary’s Office of BPCE

Amount due (1)

Amount paid (2)

Amount due (1) €500,000 €338,000 (a)

Amount paid (2)

Fixed pay

€500,000

€500,000 €449,600 (c)

€500,000 €169,000 (d)

Variable pay

€0 €0 €0

Multi-year variable pay

€0 €0

€0 €0

€0 €0

Exceptional pay

Benefits in kind (company car, housing and otherbenefits)

€44,080 (b)

€44,080 (b)

€44,080(b)

€44,080 (b)

Attendance fees

€0

€0

€0

€0

Other pay

-

-

-

-

TOTAL

€882,080

€544,080

€993,680

€713,080

Variablepay in respectof 2016,of which€169,000(50%)paid in 2017and the balance(50%)deferredover three yearsin equalsharesof €56,333. (a) Housing allowanceof €40,000and “car”allowanceof €4,080. (b) Variablepay in respectof 2017,of which€224,800(50%)paid in 2018and the balance(50%)deferredover three yearsin equalsharesof €74,933. (c) Amount paid in 2017for variablepay in respectof 2016 (€169,000). (d)

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Registration document 2017