NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Policies and rules established for determining compensation and benefits of any kind for corporate officers

Components of compensation due 2.4.3.4 or granted with respect to the fiscal year ended December 31, 2018 to Laurent Mignon, Chief Executive Officer of Natixis The components of the compensation due or granted to each executive corporate officer in respect of fiscal year 2017 must be submitted to Natixis’ General Shareholders’ Meeting for approval. For Natixis, this recommendation concerns the compensation of Laurent Mignon. The components of compensation concerned are: fixed compensation; a annual variable compensation; a

deferred annual variable compensation; a multi-year variable compensation; a extraordinary compensation; a allocation of stock options/performance shares and any other a long-term compensation; signing bonuses; a contract termination payment: severance payment/ a non-compete payment; supplementary pension plan; a directors’ fees; a benefits of any kind. a

Components of compensation due or granted for the fiscal year ended which are subject to approval or have been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure

Amount

Comments

Fixed compensation

Laurent Mignon’s fixed compensation for 2018 was €960,000 for the full year, or €400,000 for the period from January 1 to June 1, 2018. François Riahi’s fixed compensation for 2018 was €800,000 for the full year, or €466,667 for the period from June 1 to December 31, 2018. The annual variable compensation in respect of fiscal year 2018 was calculated on the basis of quantitative and strategic criteria first reviewed by the Compensation Committee then validated by the Board of Directors, and submitted to a vote at the General Shareholders’ Meeting in May, 2018 in accordance with the provisions of the Sapin II law. The variable compensation target for the 2018 fiscal year was set at 120% of the Chief Executive Officer’s fixed compensation, with a range of between 0% and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. Laurent Mignon’s variable compensation target was therefore €1,152,000 for the full year, or €480,000 for the period from January 1 to June 1, 2018, and François Riahi’s variable compensation target was €960,000 for the full year, or €560,000 for the period from June 1 to December 31, 2018. The following targets were set for 2018: quantitative targets (70%), of which 25% is based on the financial performance in relation a to the Groupe BPCE budget (net revenues [4.2%], net income (Group share) [12.5%] and cost/income ratio [8.3%]) and 45% is based on the financial performance of Natixis (net revenues [11.25%], net income (Group share) [11.25%], cost/income ratio [11.25%] and Return on Tangible Equity [11.25%]); individual strategic targets (30%), 15% of which related to the implementation of the a 2018-2020 strategic plan; the three other strategic targets, each assigned a weight of 5%, being related to oversight in terms of supervision and control as provided for in regulations (including the implementation of the RAF and the activation of the threshold breach remediation process); the implementation of Natixis transformation; and managerial performance assessed with regard to the ability to anticipate developments, make decisions and lead the Group, and manage executive officers. Given the achievements observed by the Board of Directors after receiving the opinion of the Compensation Committee, the amount of annual variable compensation for 2018 for Laurent Mignon for the period from January 1 to June 1, 2018 was set as follows: in respect of BPCE quantitative criteria: €137,948, or 114.62% of the target; a in respect of Natixis quantitative criteria: €165,986, or 76.85% of the target; a in respect of strategic criteria: €148,800, or 103.33% of the target. a And the amount of annual variable compensation for 2018 for François Riahi for the period from June 1 to December 31, 2018 was set as follows: in respect of BPCE quantitative criteria: €160,939, or 114.62% of the target; a in respect of Natixis quantitative criteria: €193,651, or 76.85% of the target; a in respect of strategic criteria: €173,600, or 103.33% of the target. a The amount of variable compensation for 2018, which will be put to a vote of the shareholders in May 2019, was set by the Natixis Board of Directors upon recommendation by the Compensation Committee at 94.32% of the variable compensation target, i.e. €452,734 for Laurent Mignon for the period from January 1 to June 1, 2018, and €528,190 for François Riahi for the period from June 1 to December 31, 2018. one portion will be paid in 2019, 50% of it indexed to the Natixis share price, i.e. €156,889 a for Laurent Mignon and €194,853 for François Riahi; the other portion shall be deferred over three years, 50% of it indexed to the Natixis share a price, i.e. €295,845 for Laurent Mignon for the period from January 1 to June 1, 2018, and €333,337 for François Riahi for the period from June 1 to December 31, 2018. These deferred amounts will be paid in thirds in 2020 (100% in cash), 2021 (50% in cash and 50% indexed to the Natixis share price in securities) and 2022 (100% indexed to the Natixis share price or in securities), provided that the presence and performance conditions are met.

From Jan. 1 to June 1: €400,000 From June 1 to Dec. 31: €466,667 From Jan. 1 to June 1: €452,734 From June 1 to Dec. 31: €528,190

Annual variable compensation in respect of 2018

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Natixis Registration Document 2018