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

Policies and rules established 2.4 for determining compensation and benefits of any kind for corporate officers

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COMPENSATION AND BENEFITS 2.4.1 OF ANY KIND FOR MEMBERS OF THE BOARD OF DIRECTORS The members of the Board of Directors of Natixis received directors’ fees for the 2018 fiscal year subject to the terms and conditions set out below. The overall annual budget for directors’ fees to be allocated to members of the Board of Directors is €650,000 (see the 36 th resolution of the Combined General Shareholders’ Meeting of May 19, 2015) . Directors’ fees are granted according to the following rules:

sum of €2,000 per meeting, payable based on their attendance, with the number of compensated meetings being capped at seven. Thus, a director who attends 100% of the Board Meetings will be paid the maximum directors’ fees of €22,000 per year. In addition, there are also directors’ fees earned for participation in the Board’s various Special Committees. For example, a director who is a member of the Compensation Committee will collect, in addition to the fees earned for being a director, a fixed fee of €2,000 per year for participation in the Compensation Committee, plus €1,000 for each meeting of the Compensation Committee which they attended, with the number of meetings being capped at four, for a maximum total of €6,000 per year. Thus, a director who is a member of the Compensation Committee as well as a member of the Strategic Committee will earn a total of €30,000 if they attend all Board and Committee Meetings. The directors’ fees paid to the Chairmen of the Special Committees is greater than that paid to members, given the workload responsibilities involved. Furthermore, in accordance with the rules applicable within Groupe BPCE, the portion of directors’ fees going to BPCE directors (including that of the Chairman) is granted and paid to BPCE and not to the directors. COMPENSATION AND BENEFITS 2.4.2 OF ANY KIND FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER The May 23, 2018 General Shareholders' Meeting approved the components of the compensation policy for the Chairman of the Board and for Laurent Mignon and François Riahi in their successive roles as Chief Executive Officer. Compensation and benefits 2.4.2.1 of any kind for the Chairman of the Board of Directors In accordance with the principles approved by the May 23, 2018 General Shareholders' Meeting: François Pérol received no compensation in 2018 for his duties a as Chairman of the Natixis Board of Directors, which he held until June 1, 2018;

Directors’ fees

Fixed portion (prorated to the term of office)

Governing body

Variable portion

Board of Directors Chairman

N/A

N/A

Member (maximum of €22,000)

€2,000/meeting (capped at 7 meetings)

€8,000

Audit Committee

€2,000/meeting (capped at 6 meetings) €1,000/meeting (capped at 6 meetings) €2,000/meeting (capped at 6 meetings) €1,000/meeting (capped at 6 meetings) €2,000/meeting (capped at 2 meetings) €1,000/meeting (capped at 2 meetings) €2,000/meeting (capped at 4 meetings) €1,000/meeting (capped at 4 meetings) €12,000/meeting (capped at 1 meeting) €2,000/meeting (capped at 1 meeting)

Chairman

€17,000

Member

€3,000

Risk Committee

Chairman

€17,000

Member

€3,000

Appointments Committee

Chairman

€15,000

Member

€2,000

Compensation Committee

Chairman

€15,000

Member

€2,000

Strategic Committee

Chairman

N/A

Member

N/A

Each director receives, for their own participation in Board Meetings, a fixed sum of €8,000 each year, as well as a variable

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Natixis Registration Document 2018