NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

one portionwill be paid in 2020, 50% of which will be indexed to the V Natixis shareprice, i.e. €348,212; the other portion will be deferred over three years, 50% of which V will be indexed to the Natixis share price, i.e. €640,050. This deferredamount will be paid in thirds in 2021 (100% in cash), 2022 (50% in cash and 50% indexed to the Natixis share price in securities) and 2023 (100% indexed to the Natixis share price or in securities), provided that the continued service requirement and performanceconditionsare met. Payments in respect of annual variable compensation for 2019 will only be made after the vote at the General Shareholders’Meeting on May 20,2020.

Regarding strategic criteria, the Board specifically took into considerationthe progress made in the roll-out of the strategic plan, the dynamic distributionof insurance and payments products by the CE and BP networks, as well as the ground covered in CSR commitmentsand the launch of Green Weighting Factor. The Board also recognized the new momentum injected into Natixis' cultural transformation. The variable compensationamount for fiscal year 2019, whichwill be submitted to a vote of the shareholders in May 2020, was determined by the Natixis Board of Directors based on the Compensation Committee's recommendation of 102.94% of the targetvariable compensation, i.e. €988,262:

Annual variable compensation for the 2019 fiscal year FrançoisRiahi’s annual variable compensation for the 2019 fiscal year € 307,200 Strategic criteria i.e. 106.67%

Breakdown of annual variable compensation for the 2019 fiscal year by vesting date FrançoisRiahi, Chief ExecutiveOfficer

€ 267,588 Quantitative criteria BPCE’s financial performance i.e. 111.5%

€ 213,350 in 2023

€ 348,212 in 2020

of the variable compensation target

of the variable compensation target

€ 213,350 in 2022

€ 413,474 Quantitative criteria Natixis’ financial performance i.e. 95.71% of the variable compensation target

€ 213,350 in 2021

65% of François Riahi’s variable compensation for 2019 is being deferred to 2021, 2022, and 2023, of which 50% is indexed to Natixis’ share price.

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 CSR assessments of each agency, with requirements becomingmore stringent over the lasttwo years. 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%. 30% of the shares issued to the executive corporate officer at the end of the vesting period will be subject to a lock-in period ending upon the terminationof his office.

Free allocation of performance shares In keeping with the principle of the Chief Executive Officer’s eligibility to receive performanceshares as part of Long-Term Incentive Plans for members of the Senior ManagementCommitteeof Natixis (“LTIP CDG”), at its meeting on May 28, 2019, the Board of Directors of Natixis allocated31,708 performanceshares to FrançoisRiahi, which can lead to the acquisition of a maximum of 38,049 shares, depending on the achievement of the performance conditions, i.e. a maximum of 0.00101%of sharecapital at the allocation date. This allocation corresponds to 20% of François Riahi’s gross annual fixed compensation. 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 2019, 2020, 2021 and 2022, 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:

COMPENSATION

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NATIXIS MEETING NOTICE 2020