NATIXIS - 2018 Registration document and annual financial report

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

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

2

Multi-year variable compensation 0

In 2018 Laurent Mignon and François Riahi did not receive any multi-year variable compensation. In 2018 Laurent Mignon and François Riahi did not receive any extraordinary compensation. No stock options were granted to Laurent Mignon and François Riahi during fiscal year a 2018. Based on the positive opinion of the Compensation Committee and in keeping with the a principle of the admissibility of allocating performance shares to the Chief Executive Officer as part of the Senior Management Committee Long-Term Incentive Plans (SMC LTIPs), Natixis' Board of Directors made the following share allocations (2018 SMC LTIP), which are prorated for the portion of the year served in office: at its meeting of May 23, 2018, 11,661 performance shares were allocated to j Laurent Mignon. This means that, Laurent Mignon could receive a maximum of 13,933 shares based on performance conditions, which would be equivalent to a maximum of 0.00045% of share capital at the allocation date, at its meeting of August 2, 2018, 13,605 performance shares were allocated to j François Riahi. This means that, François Riahi could receive a maximum of 16,326 shares based on performance conditions, which would be equivalent to a maximum of 0.00052% of share capital at the allocation date. The allocated shares correspond to 20% of the gross annual fixed compensation for Laurent Mignon and François Riahi, prorated to reflect the length of time each of them served as Chief Executive Officer in 2018. Vesting of these shares is contingent upon meeting the continued service requirement a and the performance conditions, which are based on both the relative Total Shareholder Return (TSR) achieved on Natixis stock and the fulfillment of ESR targets. The performance of Natixis shares versus the Euro Stoxx Banks index will be compared a every year during the four-year period covered by the plan, i.e. fiscal years 2018, 2019, 2020 and 2021, for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annual tranche, as follows: performance below 90%: no vesting of shares allocated out of the annual tranche; j performance equal to 90%: 80% of the shares of the annual tranche shall vest; j performance equal to 100%: 100% of the shares of the annual tranche shall vest; j performance equal to 120%: 110% of the shares of the annual tranche shall vest. The ratio j varies in a linear manner between each performance category. The ESR targets are based on progress made over the four years covered by Natixis' ESR a performance plan, as determined by extra-financial rating agencies. The vesting plan includes a rating scale that corresponds to each agency's ESR scores, with requirements getting stricter over the plan's last two years. At the end of the four years, the average of the overall annual ratings shall determine the percentage of shares that vest in addition to those vesting under the TSR criteria. In the event that TSR and ESR performance is substantially above target, the percentage of shares of the annual tranche that shall vest is capped at 120%. 30% of the shares issued to the executive corporate officer at the end of the vesting period a will be subject to a lock-in period ending upon the termination of his office. The CEO is prohibited from using hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-up period.

Extraordinary compensation

0

11,661 shares allocated to Laurent Mignon

Allocation of stock options/performance shares and any other long-term compensation

13,605 shares allocated to François Riahi

Ban on hedging

103

Natixis Registration Document 2018