NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS

It should be noted that 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. In keeping with the principle of the Chief Executive Officer’s c) eligibility to receive bonus shares as part of Long-Term Incentive Plans for members of the Senior Management Committeeof Natixis (“LTIP CDG”), at its May 28, 2019 meeting, the Board of Directors of Natixis awarded 31,708 bonus shares to François Riahi. Depending on whether performance conditions are met, this could result in the acquisition of a maximumof 38,049 shares,i.e. up to 0.00101%of share capital 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 and performance conditions, which are based on both the relative Total Shareholder Return (TSR) achieved on Natixis stock and the fulfillment of CSR targets. The performanceof 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 ratio will be appliedfor eachannual tranche, as follows: performance below 90%: no vesting of shares allocated out V of the annual tranche; performance equal to 90%: 80% of the shares of the annual V tranche shallvest; performanceequal to 100%: 100% of the shares of the annual V tranche shallvest; performance greater than or equal to 120%: 110% of V the shares of the annualtranche shall vest. The ratio varies in a linear manner between each performance category. CSR objectives are based on the change in Natixis’ CSR performance over the four-year vesting period as assessed by the three CSR rating agencies. The vesting process includes a rating scale corresponding to the CSR assessments of each agency, with requirements becoming more stringent over the last two 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 annual tranche that shall vest is cappedat 120%. Thirty percent of the shares issued to the executive corporate officer at the end of the vesting period will be subject to a lock-in period endingupon the termination of hisoffice. Fringe benefits d) The Chief Executive Officer receives a family supplement in accordance with the same rules as those applied to Natixis employeesin France,i.e. €2,324. François Riahi receives insurance similar to that of Natixis employees with respect to health and personal protection coverage. Post-employmentbenefits e)

Compensation and benefits of any kind for the Chief Executive Officer of Natixis in 2019 The components of François Riahi’s compensationfor 2019 comply with the compensation policy for the Chief Executive Officer approved bythe General Shareholders’ Meeting onMay 28, 2019. François Riahi’s gross fixed compensation for 2019 a) in connection with his duties as Chief Executive Officer was €800,000and remains unchangedfrom the previous year. The annual variable compensation in respect of 2019 was b) calculatedon the basis of quantitativeand 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: for fiscal year 2019, the variable compensationtarget was set V 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 his fixed compensation. François Riahi’s variable compensation target was €960,000 for full year 2019. The targets for 2019 were as follows: quantitative targets (70%), including 25% based on Groupe BPCE’s financial performance (net revenues 4.2%, net income group share 12.5% and cost/income ratio 8.3%) and 45% based on Natixis’ financial performance (net revenues 11.25%, net income group share 11.25%, cost/income ratio 11.25% and ROTE–Return onTangible Equity 11.25%); individual strategic targets (30%), including 15% related to the V implementation of the 2018-2020 strategic plan; the three other strategic targets, each weighted at 5%, in relation to oversight in terms of supervision and control as provided for by regulations (including the implementation of the Risk Appetite Framework 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 leadthe Group, and manageexecutiveofficers. 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 respectof BPCEquantitativecriteria:€267,588,or 111.50% V of the target, in respectof Natixisquantitativecriteria:€413,474,or 95,71% V of thetarget, in respect of strategic criteria: €307,200, or 106.67% V of the target. The variable compensation amount for fiscal year 2019, which will 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 target variable compensation,i.e. €988,262: one portion will be paid in 2020, 50% of which will be V indexed to the Natixisshare price, i.e.€348,212; the other portion will be deferred over three years, 50% of V which will be indexed to the Natixis share price, i.e. €640,050. These deferred amounts will be paid in thirds in 2021 (100% in cash), 2022 (50% in cash and 50% indexed to the Natixis share price or in securities) and 2023 (100% indexed to the Natixis share price or in securities),provided that the continued service requirement and performance conditionsare met.

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NATIXIS MEETING NOTICE 2020