NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

NATIXIS COMPENSATION POLICY

Compensation policy for corporate officers

I. Natixis’ compensation policy is pivotal to the implementation of a sustainable company strategy. The Board of Directors ensures that it is in line with the corporate interest. It ensures that the different components of compensation are balanced and that the benefits granted are in line with the duties performed. It also ensures that compensation is structured to promote long-term employee engagementand enhance the company’s appeal, while discouraging excessiverisk taking. It reflects the individual and collective performance of its business lines and employees, and incorporates financial and qualitative performancecriteria, including extra-financialcriteria and specifically Social and Environmental Responsibility. It also serves to align over time the interests of Natixis’ various stakeholders, ensuring that it is not a source of conflicts of interest between employees and clients, while promotingbehaviorsthat are in line with Natixis’ culture and rules of good conduct. In order to ensure that the process for setting and amending the compensationpolicy is independentand relevant, the Compensation Committee (whose role is detailed in section 2.3.2.3) conducts an annual analysis of the principles of the compensation policy for corporate officers and formulates proposals for the Board

of Directors. Together, they ensure compliance with conflict of interest regulations pursuant to applicable legislation and the Board of Directors’ internalrules. The compensationpolicy strictly complieswith regulationsin Natixis’ countriesand sectors of operation, includingthe CRD, the French law on the separation and regulation of banking activities, the Volcker Rule, AIFMD, UCITS V,MiFID II and Solvency II. Compensation of executive corporate officers follows the principles of Natixis’ general compensation policy applicable to all employees, especially for employee categories whose professional activities have a significant impact on Natixis’ risk profile, details of which are set out in the annual report on compensationpolicies and practices publishedeach year beforethe General Shareholders’Meeting. After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said componentsrelate to performance.

PERFORMANCE INDIVIDUAL AND COLLECTIVE FINANCIAL AND EXTRA-FINANCIAL CRITERIA

COMPETITIVENESS COMPARISON WITH MARKET PRACTICES

Pursuant to Article L. 225-37-2 III of the French Commercial Code, in exceptionalcircumstances,the Boardof Directorsmay adaptcertain provisionsof the compensationpolicyprovidedthat this deviationfrom standardpolicy is temporary,in the corporateinterest and necessary to guaranteethe sustainabilityor viabilityof the company.

If there is a change in governance or a new corporate officer is appointed, the Board of Directors will ensure compliance with the core principles of the compensation policy and may decide to deviate therefromdependingon the interested parties’ profiles. The policy described below is in line with the compensation policy submitted to the General Shareholders’ Meeting in recent years and this versionhas not undergone anymaterial changes.

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NATIXIS MEETING NOTICE 2020