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

Non-executive directors

FY 2018 (a)

FY 2017 (b)

Amounts due

Amounts paid

Amounts due

Amounts paid

(in euros)

François Pérol (term of office ended on June 1, 2018) Directors’ fees Natixis director

0

0

0

0

Member of the Natixis Strategic Committee

N/A

N/A

0

0

In respect of BPCE and its subsidiaries

0

0

Other compensation BPCE fixed compensation

450,000 (k)

450,000 (k)

550,000

550,000

BPCE annual variable compensation

490,365 (l)

903,527 (m)

927,300 (n)

911,621 (o)

BPCE multi-year variable compensation

0

0

0

0

BPCE extraordinary compensation

0

0

0

0

Benefits in kind in respect of BPCE (company car, housing (o) , other)

0

0

0

0

Christophe Pinault (office held since December 20, 2018) Directors’ fees Member of the Natixis Risk Committee

N/A

N/A

N/A

N/A

Member of the Natixis Compensation Committee

N/A

N/A

N/A

N/A

Member of the Natixis Strategic Committee

N/A

N/A

N/A

N/A

In respect of Natixis subsidiaries

N/A

N/A

N/A

N/A

In respect of BPCE and its subsidiaries

N/A

N/A

N/A

N/A

Other compensation

N/A

N/A

N/A

N/A

Henri Proglio Directors’ fees Natixis director

22,000

22,000

22,000

22,000

Chairman of the Natixis Appointments Committee

19,000

19,000

17,000

17,000

Member of the Natixis Compensation Committee

6,000

6,000

5,000

5,000

Member of the Natixis Strategic Committee

2,000

2,000

2,000

2,000

Other compensation Philippe Sueur Directors’ fees Natixis director

22,000

22,000

22,000

22,000

Member of the Natixis Appointments Committee

4,000

4,000

3,000

3,000

Member of the Natixis Compensation Committee

N/A

N/A

1,213.69

1,213.69

Member of the Natixis Strategic Committee

2,000

2,000

2,000

2,000

In respect of Natixis subsidiaries

N/A

N/A

1,500

0

In respect of BPCE and its subsidiaries

N/A

N/A

600

600

Other compensation Nicolas de Tavernost

Directors’ fees Natixis director

22,000

22,000

22,000

22,000

Member of the Natixis Appointments Committee

4,000

4,000

3,000

3,000

Chairman of the Natixis Compensation Committee

23,000

23,000

23,000

23,000

Member of the Natixis Strategic Committee

2,000

2,000

2,000

2,000

Other compensation Amounts before 30% withholding tax. (a) Amounts before 36.5% withholding tax. (b) Variable compensation for fiscal year 2018 of which €217,985 (50%) paid in 2019 and the balance (50%) deferred over three years in equal shares of (c) €72,662. Amount paid in 2018 for the variable compensation for fiscal year 2017, i.e. €224,800 for the deferred portion of the variable compensation for fiscal year (d) 2016, i.e. €56,029. Variable compensation for fiscal year 2017, of which €224,800 (50%) paid in 2018 and the balance (50%) deferred over three years in equal shares of (e) €74,933. Amount paid in 2017 for the variable compensation for fiscal year 2016. (f) Of which €40,000 in housing allowance and €4,080 under "company car" benefits in kind. (g) Laurent Mignon received from Natixis, a company controlled by BPCE within the meaning of Article L. 233-16 of the French Code of Commerce, (h) compensation for his duties as CEO of Natixis, as well as compensation for his duties as the Chairman of the Natixis Board of Directors (see table AMF No. 2). On May 23, 2018, Laurent Mignon was awarded 11,661 free performance shares with a fair value of €47,460 corresponding to €80,000 when allocated, and on May 23, 2017, 29,911 free performance shares valued at €99,305 and corresponding to €192,000 when allocated. Variable compensation for fiscal year 2018, of which €228,837 (30%) in 2019 and the balance (70%) deferred over three years in equal shares of €177,984. (i) Before 12.8% withholding tax. (j) In addition, François Pérol received compensation of €39,193 for assisting the President of the Management Board with matters regarding the CFF as part of (k) an employment contract from June 1-30, 2018. Variable compensation for fiscal year 2018, of which €245,182 (50%) in 2019 and the balance (50%) deferred over three years in equal shares of €81,727. (l) Amount paid in 2018 for the variable compensation for fiscal year 2017, i.e. €370,920 for the deferred portion of the variable compensation for fiscal year (m) 2016, i.e. €138,672 for the deferred portion for fiscal year 2015, i.e. €183,622 and for the deferred portion for fiscal year 2014, i.e. €210,273. Variable compensation for fiscal year 2017, of which €370,920 (40%) in 2018 and the balance (60%) deferred over three years in equal shares of €185,460. (n) Amount paid in 2017 for the variable compensation for fiscal year 2016, i.e. €278,850 for the deferred portion of the variable compensation for fiscal year (o) 2015, i.e. €184,655 for the deferred portion for fiscal year 2014, i.e. €211,414 for the deferred portion for fiscal year 2013, i.e. €236,701.

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Natixis Registration Document 2018

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