BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

STATEMENT OF ATTENDANCE FEES AND OTHER PAY RECEIVED BY BPCE NON-EXECUTIVE DIRECTORS FROM JANUARY 1 TO DECEMBER 31, 2017 (TABLE 3) Rules for the awarding of attendance fees With regard to amountspaid during fiscal year 2017: Article 6 of the French Finance Act for 2013 changed the methods for assessing income tax and social security charges on attendance fees received on or after January 1, 2013 by directors and members of the Supervisory Boards of French limited liability companies (sociétésanonymes). Attendancefees received on or after January 1, 2013 remain subject to the progressive income tax scale as before, but are now also subject to: a mandatoryflat-ratewithholdingtax, serving as income tax, at a ● rate of 21%. This deduction gives entitlement to a tax credit applicableto the income tax calculatedusing the progressivescale for the year the attendance fees were received; social security charges withheld at source, at rates applicable on ● the date of the levy (15.5%since January 1, 2013, includinga CSG [ contributionsociale généralisée – general social security tax] of 5.1% deductible from taxable incomefor the year of payment). The amounts presented above do not include these withholding taxes. With regard to amounts to be paid during fiscal year 2018: The French Finance Act for 2018 changed the methods for assessing attendance fees received on or after January 1, 2018 by directors and members of the Supervisory Boards of French limited liability companies (sociétésanonymes). Attendancefees collectedon or after January 1, 2018 are subject to single mandatory withholding tax at the global rate of 30%, consisting of a flat 12.8% of the income tax plus social security contributions at the global rate of 17.2%.

Taxpayersmay, if so desired,opt for the progressiveincome tax scale insteadof the flat 12.8%when filing their tax return.This option can be used for the full amount, provided that it applies to all income and gains that fall within the scope of the single flat-rate withholdingtax, which are collected or earned during a single year

by all members of the tax household. The following taxationconditions apply: withholdings: ●

a non-exempting flat-rate withholding tax, serving as income - tax, at a rate of 12.8%. This tax entitlestaxpayersto a tax credit that can be applied to the tax calculatedfor the attendancefee collection year, at either the flat rate or using the progressive scale, as per their choice. Taxpayers may ask to be exempted from this withholding if they provide the attendance fee distributingcompany with a sworn statement that the baseline tax income thresholds set out by law have been met, no later than November 30 of the year preceding the year in which the attendance fees are paid, social securitychargesat rates applicableon the date of the levy - (17.2% since January 1, 2018, including a CSG [ contribution sociale généralisée – general social security tax] of 6.8% deductible from taxable income for the year of the payment, if the taxpayerhas opted forthe progressive scale); declarationof attendancefees on the 2042 income tax return and ● taxation at the flat rate of 12.8% or, optionally, using the progressive income tax scale. The tax credit attributed for the non-exemptingflat withholding tax is determined in this way. Other pay Other pay consists of total attendance fees received by corporate officers in respect of their duties on the Boards of Group companies during the periodin question. Each attendance fee payment relates to the corporate officer’s presence at Board Meetings and is calculated on the basis of the total budget set by each company’s Annual General Shareholders’ Meeting.

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Registration document 2017