NATIXIS - 2020 Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

The amount of the payment shall be determined based on the number of performance criteria met: if all three criteriaare met: 100% of the agreed payment; V

A non-compete indemnity should the Chief Executive Officer leave office

The non-competeagreement is limited to a period of six monthsand 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 twenty-four (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 provided for under this agreement.

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 Chief ExecutiveOfficer’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation.

Components of compensation due or granted for the fiscal year ended which are subject to approval or have been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure

Amount

Comments

Fixed compensation

€800,000

François Riahi’s gross fixed compensation for 2019 for his duties as Chief Executive Officer was €800,000 and is unchanged from the previous year. The annual variable compensation in 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 in May 2019 in accordance with the provisions of the Sapin II law. 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 variable compensation target for the 2019 fiscal year was €960,000. The following targets were set for 2019: quantitative targets (70%), 25% of which based on financial performance in relation V to the Groupe BPCE budget (net revenues 4.2%, net income (Group share) 12.5% and cost/income ratio 8.3%) and 45% based on the financial performance of Natixis (net revenues 11.25%, net income (Group share) 11.25%, cost/income ratio 11.25% and ROTE–Return on Tangible Equity 11.25%); Individual strategic targets (30%), 15% of which related to the implementation V 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 executive officers. Given the achievements observed by the Board of Directors after receiving the opinion of the Compensation Committee, the amount of annual variable compensation for 2019 was set as follows: in respect of BPCE quantitative criteria: €267,588 or 111.50% of the target; V in respect of Natixis quantitative criteria: €413,474, or 95.71% of the target; V in respect of strategic criteria: €307,200, or 106.67% of the target. V The amount of variable compensation for 2019, which will be put to a vote of the shareholders at the next Annual General Shareholders’ Meeting, is therefore 102.94% of the variable compensation target, i.e. 988,262: one portion will be paid in 2019, 50% of it indexed to the Natixis share price, i.e. €348,212; V the other portion shall be deferred over three years, 50% of it indexed to the Natixis share V price, i.e. €640,050. This deferred amount will be paid in thirds in 2020 (100% in cash), 2021 (50% in cash and 50% indexed to the Natixis share price in securities) and 2022 (100% indexed to the Natixis share price or in securities), provided that the continued service requirement and performance conditions are met.

Annual variable compensation in respect of 2019

€988,262

COMPENSATION

Multi-year variable compensation

0

In 2019 François Riahi did not receive any multi-year variable compensation.

Extraordinary compensation

0

In 2019 François Riahi did not receive any extraordinary compensation.

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NATIXIS MEETING NOTICE 2020