BPCE_REGISTRATION_DOCUMENT_2017

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

the Group must have generatedpositive net income in the fiscal - year preceding the termination of the corporate office, and beneficiariesmust have been awarded a minimumpercentageof - variable pay on average during the last three years of the current term of office. The retirement bonus may only be paid when the social security pension is drawn, provided that the beneficiary falls within the applicable scope at the time the pension is drawn. Payment of the retirement bonus is at the discretion of the Supervisory Board after consultation of the Appointments and Remuneration Committee. In the event: involuntary-termination severance pay is received; - compensation fornon-renewalof corporate office is received, - the executive managers are no longer entitled to the defined-benefit pension plan and no longer qualify for the retirement bonus. Amount of the retirement bonus The monthly benchmark pay used in the calculation is equal to one-twelfth of the sum of the fixed pay (excluding benefits) granted for the last calendar year of work and the average of the variable pay (whether paid immediately or deferred) for the last three calendar years of work. The calculationof benchmarkpay is based on the amounts paid in respect of the relevant corporate office. a corporateofficewithin the relevant scope. The amount is capped at 12 times the monthly benchmark pay corresponding to atotal term of office of 10 years. Regardless, any compensation paid for termination of an employmentcontract is deducted from the retirement bonus. The retirement bonus is excluded from the calculation base for defined-benefit pension annuities. In June 2018, the retirement bonus payment conditions will be modified as part of the amendment of the company’s pay policy. They will be put to a vote at the Annual General Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31, 2017 under the related-partyagreements procedure governed by Articles L. 225-86 et seq . of the French Commercial Code. The amount of the bonus is equal to: Monthly benchmark pay x (6 + 0.6 A) where A is the number, which may be a fraction, of years served in

The monthly benchmark pay used in the calculation is equal to one-twelfth of the sum of the fixed pay (excluding benefits) granted for the last calendar year of work and the average of the variable pay (whether paid immediately or deferred) for the last three calendar years of work. The calculationof benchmarkpay is based on the amounts paid in respect of the relevant corporate office. The amount of involuntary-termination severance pay is equal to: Monthly benchmark pay x (12 months + 1 month per year of seniority with the Group) Seniority is calculated in years and fractions of ayear. The amount of involuntary-terminationseverance pay is capped at 24 times the monthly benchmark pay, which corresponds to a period of 12 years’ seniority with the Group. Where at least 50% of the maximum variable component is awardedon average during the last three years of the current term of office (or during the term of office served, plus the previousterm of office served if the term was renewed), the involuntary-termination severance pay will be paidin full. Where at least 33.33%of the maximumvariable componentis not awarded on average over this period, no involuntary-termination severancepay is granted.Between33.33%and 50%, the amountof involuntary-termination severance pay is calculated on a straight-line basis, at the discretion of the company’s governing body. Regardless, any compensation paid for termination of an employment contract is deducted from the amount of involuntary-termination severance pay: compensation for non-renewal of corporate office: payment is ● not automatic.However,the SupervisoryBoard, acting on the basis of an opinion issued by the RemunerationCommittee, may decide to award compensation, after taking into consideration the circumstancesin which the term of office was not renewedand the former company director’s past career within the Group. The non-renewal of office may not be followed by retirement or re-assignment to another position with Groupe BPCE. This compensation may not exceed the amount of involuntary-termination severance pay; a retirement bonus: Upon a decision made by the Supervisory ● Board, members of BPCE’s Management Board may receive a retirement bonus equal to no less than six months’ and no more than 12 months’ salary, provided they have at least 10 years’ seniority, without any minimum presence conditions.

2

Paymentis subject tothe following conditions: Conditions for receiving a retirement bonus

Paymentof a retirementbonus is subject to the same conditionsas those applicable to involuntary-termination severance pay, i.e.:

99

Registration document 2017