NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS

Approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors (resolutions eight to ten) Resolutions eight, nine and ten concern the approval of the compensationpolicy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of Natixis’ Board of Directors, presented in the corporate governance report, pursuant to Article L.225-37-2of the French CommercialCode as amended by OrdinanceNo. 2019-1234of November 27, 2019. After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various compensation components of Natixis’ executive corporate officers based on the principles of competitiveness in comparison with market practices for similar positions, and the way said components relate to performance. Please refer to the information contained in the corporate governance report in Section 2.4 of the 2019 Natixis universal registration document. The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business, pursuant to Article L.225-37-2 of the French Commercial Code, hereby approves the compensation policy for the Chairman of the Board of Directors, as set out in the corporate governance report presented in Chapter 2, Section 2.4 and Chapter 8, Section 8.2.2 of the 2019 Natixis universal registration document. Resolution nine: Approval of the compensation policy for the Chief Executive Officer, pursuant to Article L.225-37-2 of the French Commercial Code The General Shareholders’Meeting, deliberatingin accordance withthe quorumandmajorityrequirements for ordinarybusiness, pursuantto Article L.225-37-2of the FrenchCommercialCode, herebyapprovesthe compensationpolicyfor the ChiefExecutive Officer,as set out in the corporategovernancereport presented in Chapter2, Section2.4 andChapter8, Section8.2.2of the 2019 Natixis universal registration document. Resolution ten: Approval of the compensation policy for the members of the Board of Directors, pursuant to Article L. 225-37-2 of the French Commercial Code The General Shareholders’Meeting, deliberatingin accordance withthe quorumandmajorityrequirements for ordinarybusiness, pursuantto Article L.225-37-2of the FrenchCommercialCode, herebyapprovesthe compensationpolicyfor themembersof the Boardof Directors,as set out in the corporategovernancereport presentedin Chapter2, Section2.4 and Chapter8, Section8.2.2 of the 2019Natixisuniversal registration document. Resolution eight: Approval of the compensation policy for the Chairman of the Board of Directors, pursuant to Article L.225-37-2 of the French Commercial Code

Pension Plan Like the rest of the staff, the Chief ExecutiveOfficer 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(voluntarilydefined contributionplan) of the French General Tax Code. Furthermore, in 2019, Natixis’ Chief Executive Officer paid into an “Article 82”type life insurance policy (in reference to the FrenchGeneral Tax Code) put in place by BPCE. The premiums on this policy were paid by the Chief Executive Officer and not by Natixis.In 2019, François Riahipaid €117,333 into his policy. On May 2, 2018, the Board of Directors decided that FrançoisRiahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor. These commitments and agreements were approved by the General Shareholders’ Meeting on May 23,2018. The characteristicsof severancepayments and the considerationfor non-compete agreement, along with the method for calculating severancepay are set out in Section 2.4 of the 2019 Natixis universal registration document. Resolution six: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during fiscal year 2019 or granted in respect of the same fiscal year to the Chairman of the Board of Directors, pursuant to Article L.225-100 III of the French Commercial Code The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business, hereby approves,pursuant to Article L.225-100III of the French Commercial Code, the fixed, variable and non-recurring items constituting the total compensation and benefitsof any paidduringfiscalyear 2019or grantedin respect of the same fiscal year to Laurent Mignon, Chairman of the Boardof Directors,as set out in the corporategovernancereport presentedin Chapter2, Section2.4 and Chapter8, Section8.2.2 of the 2019 Natixisuniversal registration document. Resolution seven: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during fiscal year 2019 or granted in respect of the same fiscal year to the Chief Executive Officer, The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business,herebyapproves,pursuantto Article L.225-100of the French CommercialCode, the fixed, variable and non-recurring items constituting the compensationand benefits of any paid during fiscal year 2019 or granted in respect of the same fiscal year to FrançoisRiahi, Chief ExecutiveOfficer, as set out in the corporate governance report presented in Chapter 2, Section 2.4 and Chapter 8, Section 8.2.2 of the 2019 Natixis universal registration document. pursuant to Article L.225-100 III of the French Commercial Code Severance payments and consideration for non-compete agreement

RESOLUTIONS

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NATIXIS MEETING NOTICE 2020