NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

– Work of the Compensation Committee C in 2018 The Compensation Committee met four times in fiscal year 2018. The attendance rate was 95% for the year as a whole. Each director’s individual attendance rate for Compensation Committee meetings is provided in Section 2.2 of this chapter (see directors' individual fact sheets). In 2018, the Committee focused on the following areas:

Within a reasonable amount of time before a Committee meeting, a digital file containing the items on the agenda is sent to each director via the secure DiliTrust electronic platform for review and analysis in preparation for the meeting.

Executive corporate officers Senior Management Committee members

Approval of the variable compensation factors for 2017 after assessing the degree to which the a quantitative criteria and strategic objectives of the annual variable compensation of executive corporate officers were met and validation of the compensation principles for fiscal year 2018 (from January 1 to May 31, 2018) put to a vote of the Annual General Shareholders’ Meeting on May 23, 2018 Validation of the principles of the fixed and variable compensation for the new Chairman of the Board a of Directors and new Chief Executive Officer as of June 1, 2018 Long Term Incentive Plan for Senior Management Committee members a Analysis of the recommendations of the Afep-Medef Code in terms of executive compensation a Review of regulatory aspects a Examination of the deferred pay policy (definition of the performance conditions for the regulated a staff for 2018) Annual variable compensation budgets in respect of 2017; a Variable compensation for 2017 for the control functions and the “regulated” staff; a Renewal of the deferred variable compensation policy for compensation allocated for 2018 a Review of specific Risk and Compliance targets (2017 review & presentation of 2018 targets) a Report of the annual BPCE Inspection Générale division's review of the regulated population under a CRD IV

Compensation policy and regulations

Analysis of compensation awarded to the hundred highest-paid employees a 2017 annual report on compensation for the regulated population under CRD IV a Rules for determining CIB’s variable compensation budget for 2018 a Vesting of shares allocated under previous deferred pay plans a Policy on salary and professional equality between men and women a Follow-up on existing employee savings plans within Natixis and on Mauve a

Employee savings and shareholding

At its February 8, 2019 meeting, the Compensation Committee reviewed the rules on allocating directors' fees to Board members.

Appointments Committee 2.3.2.4 A – Organization The Appointments Committee has six members. As of March 1, 2019, these members were:

despite the recommendation by the Afep-Medef corporate governance code. It had until that date a balanced composition (50% independent, 50% non-independent) and was chaired by an independent director (see summary table on compliance with Afep-Medef Code recommendations in Section 2.3 of this chapter) . Furthermore, the opinions and proposals of the Appointments Committee are adopted if the majority of members present, including the Chairman, vote for them. Natixis’ CEO is involved as required with the Appointments Committee’s work. The Appointments Committee has been chaired by Henri Proglio since February 18, 2015. Changes made to the Appointments Committee in 2018:

Henri Proglio Thierry Cahn

Chairman Member Member Member Member Member

Nicole Etchegoïnberry (position previously held by Stéphanie Paix until November 12, 2018)

Anne Lalou

Philippe Sueur

Nicolas de Tavernost

Director

Capacity

Date of change Replaced by

Three of the six members were independent until November 17, 2018 (1) (Anne Lalou, Henri Proglio and Nicolas de Tavernost). The number of independent directors on the Appointments Committee is not greater than half the total number of members,

Stéphanie Paix Member

20/12/2018 Nicole

Etchegoïnberry

See implementation of the “apply or explain” rule section 2.3 of this document (1)

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Natixis Registration Document 2018