NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

The deferred component of the variable compensation awarded represents at least 40% of the variable contribution granted, while 50% of the annual variable compensation is awarded in the form of shares or equivalent instruments. This rule applies to both the deferred and conditional component of variable compensation allocated and the non-deferred portionof the variablecompensation. As a reminder, the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period. Free allocation of performance shares To meet the dual objective of (i) strengthening and ensuring the long-term alignment of shareholder and corporate interests, and (ii) ensuring continued service, the Chief Executive Officer is eligible to receive 20% of his gross annual fixed compensationas performance shares under the long-termcompensationplans for members of the Natixis Senior ManagementCommittee. The vesting of these shares is contingent upon continued service and the achievement of performanceconditions. Vesting of these shares is contingent upon meeting the continued service requirement with Groupe BPCE and performance conditions, which are based on both the relative Total Shareholder Return (TSR) achievedon Natixis stockand the fulfillmentof CSR targets. The performance of Natixis shares versus the Euro Stoxx Banks index will be compared every year during the four-year period covered by the plan, i.e. fiscal years 2020, 2021, 2022 and 2023, for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index, a ratiowill be applied for eachannual tranche,as follows: performance below 90%: no vesting of shares allocated out of the V annual tranche; performance equal to 90%: 80% of the shares of the annual V tranche shallvest; performance equal to 100%: 100% of the shares of the annual V tranche shallvest; performance greater than or equal to 120%: 110% of the shares V of the annual tranche shallvest. The ratio varies in a linear manner between each performance category. CSR objectivesare based on the change in Natixis’ CSR performance over the four-year vesting period as assessedby the three CSR rating agencies. The vesting process includes a rating scale corresponding to the CSRassessmentsof each agency. At the end of the four years, the average of the overall annual ratings shall determine the percentage of shares that vest in addition to those vesting under the TSR criteria. In the event that TSR and CSR performance is substantially above target, the percentage of shares of the annualtranche that shallvest is capped at120%. Thirty percentof the shares issued to the executive corporate officer at the end of the vesting period will be subject to a lock-in period ending uponthe termination of hisoffice. The total of annual variable compensationand bonus shares in favor of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed gross annualcompensation.

Fringe benefits The Chief Executive Officer receives a family allowance in accordance with the same rules as those applied to Natixis employeesin France. The Chief Executive Officer also receives social protection benefits whose terms are identical to those applicable to Natixis’ employees or implemented byGroupe BPCE forits executiveofficers. Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plan. He is not covered by the kind of supplementarypension plans described in Article 39 (defined benefit plan) or Article 83 (voluntarily defined contribution plan) of the French General Tax Code. Furthermore, Natixis' Chief Executive Officer paid into an “Article 82” type life insurance policy (in reference to the French General TaxCode) putin place by BPCE. Severance payments The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar yearsof activity. The amount of severance pay is equal to monthly reference compensation x(12 months+ 1 monthper year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position withinGroupe BPCE. Furthermore, in line with the provisions of the Afep-Medef Code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income (Group share), ROE and the cost/income ratio reported for the two years prior to leaving the Company. Satisfaction of these criteria will be verified by the Board of Directorsas necessary. Average Natixis net income (Group share) for the period 1. in question equal to or higher than 75% of the expected budget average (1) for the period; AverageNatixisROE for the period in questionequal to or higher 2. than 75% ofthe expectedbudget average (1) for the period; Natixis’ cost/income ratio less than 75% at the time of leaving 3. (last half-year closed). The amount of the payment shall be determined based on the numberof performance criteria met: if all three criteriaare met: 100% of the agreed payment; V Post-employment benefits Pension Plan

COMPENSATION

if two criteria are met: 66%of the agreed payment; V if one criterion is met: 33%of the agreed payment; V if none of the criteria is met: no paymentwill be made. V

As a reminder, the amount of the CEO’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation.

Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four half-year periods prior to leaving). (1)

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NATIXIS MEETING NOTICE 2020