NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

Non-compete indemnities The non-competeagreement is limited to a period of six months and carries an indemnity equal to six months of fixed compensation, as in force on the date on which the Chief Executive Officer leaves office. The amount of the non-compete indemnity, together with the severance payment, if applicable, received by the Chief Executive Officer is capped at 24 months of the monthly reference compensation (bothfixed and variable). Upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforce the non-compete clause.

Disclosure required by Article R. 225-29-1(II)(5) of the French Commercial Code On April 27, 2018, François Riahi was appointed as Chief Executive Officer, effective June 1, 2018, for a period of four years ending with the adjournment of the 2022 Natixis General Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2021. In addition, the criteria for appointing and dismissing the Chief Executive Officer are set out in Articles L. 225-51-1 and L. 225-55 of theFrench Commercial Code.

Compensation and benefits of any kind for the Chairman II. of the Board of Directors and the Chief Executive Officer for 2019 The May 28, 2019 General Shareholders’ Meeting approved the components of the compensation policy for the Chairman of the Board of Directors and the ChiefExecutiveOfficer.

Chairman of the Board of Directors – Compensation and benefits of any kind paid during the 2019 fiscal year and/or granted in respect of this fiscal year In accordance with the principles approved by the General Shareholders’ Meeting on May 28, 2019, Laurent Mignon received grosscompensationof €300,000for the 2019fiscalyear in connection with hisdutiesas Chairmanof theNatixis Boardof Directors. Chief Executive Officer – Total compensation and benefits of any kind paid during the 2019 fiscal year and/or granted in respect of this fiscal year The components of the Chief Executive Officer’s compensation for 2019 comply with the principles approved by the General Shareholders’ Meeting on May 28,2019. Fixed compensation François Riahi’s gross fixed compensation for 2019 in connection with his duties as Chief Executive Officer was €800,000 and remains unchangedfrom theprevious year. The fixed compensationpaid to François Riahi during the 2019 fiscal year for his duties as Chief Executive Officer of Natixis represents 41% of the total compensation granted. Annual variable compensation The annual variable compensationin respect of fiscal year 2019 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 28,2019. The variable compensation target for the 2019 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. François Riahi’s full-year variable compensation target was €960,000. The following targets were set for 2019:

25 % Quantitative criteria BPCE’s financial performance

30 % Strategic criteria

45 % Quantitative criteria Natixis’s financial performance

quantitative targets (70%), 25% of which based on financial V performancein relation to the Groupe BPCE budget (net revenues 4.2%, net income (Group share) 12.5% and cost/incomeratio 8.3%) and 45%basedon the financialperformanceof Natixis(net revenues 11.25%,net income(Groupshare)11.25%,cost/incomeratio 11.25% andROTE— Returnon Tangible Equity11.25%); individual strategic targets (30%), 15% of which related to the V 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 executiveofficers. Given the achievements observed by the Board of Directors after receiving the opinion of the Compensation Committee, the amount of annualvariable compensationfor 2019 was setas follows: in respect of BPCE quantitative criteria: €267,588, or 111.50% V of the target; in respect of Natixis quantitative criteria: €413,474, or 95,71% V of the target; in respectof strategiccriteria: €307,200,or 106.67%of the target. V

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NATIXIS MEETING NOTICE 2020