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

Laurent Mignon received a gross €175,000 (corresponding to a a gross €300,000 on an annual basis) for 2018 for his duties as Chairman of the Natixis Board of Directors, which he held from June 1, 2018.

quantitative targets (70%), 25% of which based on financial a performance in relation to the Groupe BPCE budget (net revenues [4.2%], net income (Group share) [12.5%] and cost/income ratio [8.3%]) and 45% based on the financial performance of Natixis (net revenues [11.25%], net income (Group share) [11.25%], cost/income ratio [11.25%] and ROTE–Return on Tangible Equity [11.25%]); individual strategic targets (30%), 15% of which related to the a implementation of the 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; 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 j Natixis share price, i.e. €156,889 for Laurent Mignon and €194,853 for François Riahi ; the other portion shall be deferred three years, 50% of it j indexed to the Natixis share 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. With respect to strategic criteria in particular, the Board recognized the progress made on the strategic plan, as evidenced by the business lines' underlying results in 2018, and on Natixis' cultural transformation (simplification of the organizational structure, leadership model, implementation of the “new and modern workplace” plan), while taking the equity derivatives incident in South Korea into consideration. It should be noted that payments in respect of annual variable compensation for 2018 will only be made after the vote at the General Shareholders’ Meeting on May 28, 2019.

Compensation and benefits 2.4.2.2 of any kind for the director and Chief Executive Officer of Natixis in 2018

The components of the Chief Executive Officer’s compensation for 2018 comply with the principles approved by the General Shareholders’ Meeting on May 23, 2018. 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. Annual variable compensation 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 on May 23, 2018. 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:

25% Quantitative criteria BPCE's financial performance

30% Strategic criteria

45% Quantitative criteria Natixis's financial performance

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Natixis Registration Document 2018

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