BPCE_REGISTRATION_DOCUMENT_2017

2 REPORT ON CORPORATE GOVERNANCE

Rules and principles governing the determination of pay and benefits

they must end their career with Groupe BPCE. This conditionis met ● when beneficiaries are Group employees on the day before their social security pension isdrawn followingvoluntary retirement; they must have served in an executivemanagementposition for at ● least the required minimum period (seven years) at the date on which theirsocial security pension is drawn. Beneficiaries who meet the above conditions are entitled to an annuity set at 15% of benchmark pay, i.e. their average annual pay earned in the three highest-paid years during the five calendar years before the date onwhich theirsocial security pension is drawn. Annual pay refers to the sum of the following types of pay received for the year inquestion: fixed pay,excludingbenefitsin kind or duty-related bonuses; ● variable pay – not exceeding 100% of fixed pay – and defined as ● the total variableamountpaid, includingthe portion that may have been deferred over several years and subject to attendance and performance requirements, in accordance with regulations on variable pay granted by credit institutions. The annuity is capped at four times the annual ceiling for social security annuities. Once drawn, this supplementarypension may be paid to a spouse or former non-remarriedspouse, at arate of 60%. This plan, which is funded entirely by the Group, is covered by two insurance policies taken out with the Quatrem and Allianz insurance companies, with a target obligation coverage rate of 80% of assets and 100% of pension recipients. Expenses paid by the company consist of the 32% contribution on annuities paid bythe insurer tothe beneficiaries. For Catherine Halberstadt, the estimated annual amount of the annuity resulting from potential entitlements reported at December31, 2017 is € 103,813. For Laurent Roubin (1) , the estimated annual amount of the annuity resulting from potential entitlementsreported at December 31, 2017 is € 96,732. Pension plan through a group insurance policy under Article 82 of the FrenchGeneralTax Code Members of the Management Board who are not on the Group’s supplementaryexecutive pension plan are entitled to participate in the pension plan through a group insurance policy under Article 82 of the French General Tax Code, in which company directors of Groupe BPCE who do not benefit from the “Pensionplan for company directors of Groupe BPCE” may participate, as this policy is funded solely through voluntary payments by the company directors who have decided to participate therein. The member of the Management Board affected by this policy is MargueriteBérard Andrieu (2) who thus receives a special supplement equal to 20% of herfixed pay.

of the AFEP-MEDEFCode. They comply with the principles governing the capacity of beneficiaries, overall establishment of base pay, seniorityconditions,the progressiveincreasein potentialentitlements depending on seniority, the reference period used to calculate benefits and thepreventionof artificially inflated pay. 225-90-1 of the French Commercial Code on the application of performance conditions for the vesting of conditional entitlements and the 3% limit onthe annual increaseof conditional entitlements. For Catherine Halberstadtand Laurent Roubin, the annual vesting of conditional entitlementsis contingent on Groupe BPCE generating a net profit for the periodconsidered. PAY OR BENEFITS DUE OR POTENTIALLY DUE AS A RESULT OF THE TERMINATION OF OR A CHANGE IN DUTIES Members of BPCE’sManagement Board may receive: involuntary-terminationseverance pay: if their term of office is ● forcibly terminated for reasons other than serious misconduct, a change of position within Groupe BPCE or retirement, members of the BPCE ManagementBoard may be paid compensationequal to no less than 12 months of fixed and variable pay and no more than 24 months, provided they have at least 12 years’ senioritywith the Group. Paymentis subject tothe following conditions: Conditions for receiving involuntary-termination severance pay This compensationcan only be paid in case of forced terminationof office for reasons other than serious misconduct or a change of position within Groupe BPCE. It cannot be paid in the event of a departure fromthe Group at the company director’s initiative. Persons receiving involuntary-terminationseverance pay lose any entitlement under the specific supplementary pension plans (defined-benefitplans, subject to employment by the company at the time of retirement,provided for under Article L. 137-11 of the French Social Security Code) or to any retirement bonus they may claim. For persons re-assigned to another position with Groupe BPCE under an employment contract, the termination of said employmentcontract,with notificationgiven more than 12 months after they are forcibly removed from their corporateoffice, entitles them – barring gross negligenceor willful misconduct– to receive the severance pay provided for in the applicable collective bargaining agreement. Conversely, if the employment contract is terminatedwith notificationgiven less than 12 months after they are forcibly removed from corporate office, they are entitled – barring gross negligence or willful misconduct – to receive involuntary-terminationseverance pay, minus any compensation liable to be paid in respect of the terminationof the employment contract. Determination of involuntary-termination severance pay Involuntary-terminationseverance pay is due only if the Group generated positive net income over the last fiscal year preceding the terminationof the corporate office. This plans complies with the terms set out in Article L.

SUPPLEMENTS

The pension plan for company directors of Groupe BPCE, which is a supplementarypensionplan subjectto Article L. 137-11of the French Social Security Code, is governed by the provisions of section 23.2.6

As of 12/31/2017, Laurent Roubin had not yet earned the minimum seven years’ seniority required by the plan. Laurent Roubin’s annuity was estimated without taking the seniority condition (1) into consideration in accordance with Article D. 225-101-1 of the French Commercial Code. Laurent Mignon also benefits from this policy in respect of his dutues at Natixis. (2)

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Registration document 2017