NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

Members of the Board of Directors The members of the Boardof Directors of Natixisreceivedcompensation subjectto the terms and conditionsset out below. The overall annual budget for compensation to be allocated to members of the Board of Directors for attendance at Board and Committee Meetings is €650,000 (see the 36th resolutionof the CombinedGeneral Shareholders’ Meeting of May 19, 2015) . Directors’ compensationis granted accordingto the following rules:

Compensation

Fixed portion (prorated to the term of office)

Variable portion

Governing body Board of Directors Chairman

€8,000 €8,000

€2,000/meeting ( capped at seven meetings ) €2,000/meeting (capped at seven meetings)

Member

Audit Committee Chairman

€17,000 €3,000

€2,000/meeting (capped at six meetings) €1,000/meeting (capped at six meetings)

Member

Risk Committee Chairman

€17,000 €3,000

€2,000/meeting (capped at six meetings) €1,000/meeting (capped at six meetings)

Member

Appointment Committee Chairman

€15,000 €2,000

€2,000/meeting (capped at three meetings) €1,000/meeting (capped at three meetings)

Member

Compensation Committee Chairman

€15,000 €2,000

€2,000/meeting (capped at four meetings) €1,000/meeting (capped at four meetings)

Member

Strategic Committee Chairman

N/A N/A

€12,000/meeting (capped at one meeting) €2,000/meeting (capped at one meeting)

Member

Each director receives, for their own participation in Board Meetings, a fixed sum of €8,000 each year, as well as a variable sum of €2,000 per meeting, payable based on their attendance, with the number of compensated meetings beingcappedat seven. Thus, a director who attends 100% of the BoardMeetingswill be paid the maximum compensationof €22,000 per year. In addition, compensation is earned for participation in the Board’s various Special Committees,if applicable. For example, a director who is a member of the Compensation Committee will collect, in addition to the compensation earned for being a director, fixed compensation of €2,000 per year for participation in the Compensation Committee, plus €1,000 for each meeting of the CompensationCommittee attended, with the number of compensatedmeetingsbeing capped at four, for a maximumtotal of €6,000 peryear, fora 100 % attendance rate. Furthermore, all directors are members as of right of the Strategic Committee and will collect €2,000 for their participation to the Strategic Committee annual meeting, and will therefore earn a total of €30,000 if they also attended all Board of Directors and Compensation Committee Meetings and the Strategic Committee annual meeting. The compensationpaid to the Chairmen of the Special Committees is greater than that paid to members, given the workload responsibilities involved. Moreover, in accordance with the rules applicable within GroupeBPCE, the portion of directors’ compensationgoing to BPCE directors (including that of the Chairman) is granted and paid to BPCE and notto the directors. It is specified that pursuant to article R.225-29-1(II)(5)of the French Commercial Code, the term of office of the Board of Directors' members is detailed in the composition of the Board of Directors

( See section 2.2 of the present chapter) . Furthermore, the appointment and revocation conditions of the Board of Directors' members are referred to in article L. 225-18 paragraph 2 of the French Commercial Code. Any board member can also resign his position without reason. In the event of director's vacancy by death or resignation, the Board of Directors can, between two General Shareholders' meetings, make temporary appointments. Appointments made by the Board of Directors are subject to ratification to the next General Shareholders' meeting. At last, no director is bound by an employment contract and/or a services agreementwith the company. Chairman of the Board of Directors The compensationof the Chairman of the Natixis Board of Directors is determined by the Board of Directors in consideration of the Chairman’s experience and by benchmarking against the market. Laurent Mignon’s gross annual fixed compensation for his duties as Chairmanof the Board of Directorsis €300,000. The Chairman is eligible for compensationas a member of the Board of Directors but, in accordance with the rules applicable within Groupe BPCE, the portion of compensation attributable to BPCE directors including the Chairman is granted and paid to BPCE and not to the directors. Pursuantto Article R. 225-29-1(II)(5)of the French CommercialCode, Laurent Mignon was appointed Chairman of Natixis’ Board of Directors on June 1, 2018, for the period ending with the adjournmentof the 2023 Natixis General Shareholders’Meeting held to approve the financial statements for the year ending December31, 2022. In addition, the criteria for appointing and dismissing the Chairman of the Board of Directors are set out in ArticleL. 225-47 of the FrenchCommercial Code.

COMPENSATION

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NATIXIS MEETING NOTICE 2020