BPCE_REGISTRATION_DOCUMENT_2017

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

PAY STATEMENT: MARGUERITE BÉRARD-ANDRIEU ➡

2

Fiscal year 2017

Fiscal year 2016

Management Board Member − Group Finance, Strategy, Legal Affairs and Secretary’s Office of the Governing Bodies (as of May 2, 2016)

Amount due (1) €600,000 €539,520 (b)

Amount paid (2)

Amount due (1) €331,989 €225,333 (a)

Amount paid (2)

Fixed pay

€331,989

€600,000 €112,667 (c)

Variable pay

€0 €0 €0 €0 €0

Multi-year variable pay

€0 €0 €0 €0

€0 €0 €0 €0

€0 €0 €0 €0

Exceptional pay

Benefits in kind (company car, housing and otherbenefits)

Attendance fees

Other pay

-

-

-

-

TOTAL €712,667 Variablepay in respectof 2016,of which€112,667(50%)paid in 2017and the balance(50%)deferredover three yearsin equalsharesof €37,556.MargueriteBérard-Andrieu,who resignedfrom (a) her office,will not collectthe deferredvariablepay for 2016 that was awardedto her by the SupervisoryBoardon February 9,2017. Variablepay for fiscalyear 2017, in the amountof €215,808(40%),paid in 2018. It shouldbe noted that MargueriteBérard-Andrieuwaivedher option to receivethe deferredportionsof her 2017 (b) variablepay. Amountpaid in 2017for the variableportiondue in respectof 2016 (€112,667). (c) €557,322 €331,989 €1,139,520

PAY STATEMENT: LAURENT ROUBIN ➡

Fiscal year 2017

Fiscal year 2016

Management Board Member – Retail Banking and Insurance (as of May 17, 2016)

Amount due (1)

Amount paid (2)

Amount due (1) €311,828 €211,481 (a)

Amount paid (2)

Fixed pay

€311,828

€500,000 €449,600 (c)

€500,000 €105,740 (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)

€24,946 (b)

€24,946 (b)

€45,304 (b)

€45,304 (b)

Attendance fees

€0

€0

€0

€0

Other pay

-

-

-

-

TOTAL

€548,255

€336,774

€994,904

€651,044

Variablepay in respectof 2016,of which€105,740(50%)paid in 2017and the balance(50%)deferredover three yearsin equalsharesof €35,247. (a) Housing allowanceof €40,000and “car”allowanceof €5,304. (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 the variableportiondue in respectof 2016 (€105,740). (d)

➡

PAY STATEMENT: LAURENT MIGNON (a)

Fiscal year 2017

Fiscal year 2016

Amounts paid (2)

Amounts due (1)

Member of the Management Board – Chief Executive Officer of Natixis

Amounts due (1)

Amounts paid (2)

Fixed pay

NA NA NA NA

NA NA NA NA

NA NA NA NA

Variable pay

NA NA NA

Multi-year variable pay (b)

Exceptional pay

Benefits in kind (company car,housing and otherbenefits)

NA NA

NA NA

NA NA

NA NA

Attendance fees

Other pay (c) TOTAL (C)

€1,914,761 €1,914,761

€1,787,082 €1,787,082

€2,815,242 €2,815,242

€2,088,305 €2,088,305

LaurentMignon is not paid for his dutiesas a memberof the BPCEManagementBoard. (a) No multi-yearvariablepay or bonusshareplan was grantedduringthe 2016and 2017 fiscal yearsfor his dutiesas a memberof the BPCEManagementBoard. (b) LaurentMignonreceivespay fromNatixis,a companyunder the controlof BPCEas definedby ArticleL. 233-16of the FrenchCommercialCode, for his dutiesas ChiefExecutiveOfficerof Natixis. (c) On July 28,2016,LaurentMignonreceived47,463performancesharesvaluedat €160,000on that date,and on May 23,2017,he received29,911performancesharesvaluedat €192,000 at that date.

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Registration document 2017