NATIXIS -2020 Universal Registration Document

2 CORPORATE GOVERNANCE Policies and rules established for determining compensation and benefits of any kind for corporate officers

Policies and rules established 2.3 for determining compensation and benefits of any kind for corporate officers

As a preliminary point, it is specified that, in the context of the offer initiated by BPCE for Natixis shares, the Board of Directors will be required to review the adjustments to the terms of the instruments granted as compensation to employeesand corporateofficersof Natixis and its subsidiaries.The performanceconditionsand settlementmethodsof these instruments could be affected in the event of the implementationof a squeeze-out procedure following BPCE's offer. Any adjustments decided upon will be the subject of an additional communication in the documentationof the draft offer.

Natixis’ compensation policy is a key component in the implementationof the Company’s strategy. It is structured in a way that promotes employee engagement over the long term and increases the Company’s employer appeal, while discouraging excessive risk-taking. This section first details the principles of the compensation policy and the criteria applicable to compensation of executive corporate officers, which will be submitted for the approval of the next General Shareholders’ Meeting, and then provides information on the components of compensation paid during or allocated in respect of the previous fiscal year.

Informationon the members, roles and powers of the Compensation Committee are detailed in the previous section of the corporate governance chapter (see section 2.2.2.3). Pursuant to Article L.22-10-34 of the French Commercial Code, payment of variable and exceptional compensation to executive corporate officers for the 2020 fiscal year is subject to approval by the General Shareholders’Meeting convened to approve the financial statements for said fiscal year.

Compensation policy for corporate officers 2.3.1 Natixis’ compensation policy is key to the implementation of a sustainable company strategy. The Board of Directors ensures that it is in line with the corporate interest. It ensures that the different components of compensation are balanced and that the benefits granted are in line with the duties performed. It also ensures that compensation is structured to promote long-term employee engagementand enhance the Company’sappeal, while discouraging excessive risk taking. of Directors. Together,

they ensure compliance with conflict-of-interestregulations pursuant to applicable legislation and the Board of Directors’ internal rules. The compensationpolicy strictly complieswith regulations in Natixis’ countriesand sectors of operation, including the CRD, the French law on the separationand regulationof banking activities, AIFMD, UCITS, MiFID, IDD and Solvency. Compensation of executive corporate officers follows the principles of Natixis’ general compensation policy applicable to all employees, especially for employee categories whose professional activities have a significant impact on Natixis’ risk profile, details of which are set out in the annual report on compensationpolicies and practices published each year before the General Shareholders’ Meeting. After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance.

It reflects the individual and collective performance of its business lines and employees, and incorporates financial and qualitative performance criteria, including non-financial criteria and specifically Social and Environmental Responsibility. It also serves to align the interests of Natixis’ various stakeholdersover time, ensuring that it is not a source of conflicts of interest between employees and clients, while promoting behaviors that are in line with Natixis’ culture and rules of good conduct. In order to ensure that the process for setting and amending the compensationpolicy is independent and relevant, the Compensation Committee (whose role is detailed in section 2.2.2.3 of this chapter) conducts an annual analysis of the principles of the compensation policy for corporate officers and formulates proposals for the Board

PERFORMANCE INDIVIDUAL AND COLLECTIVE FINANCIAL AND EXTRA-FINANCIAL CRITERIA

COMPETITIVENESS COMPARISON WITH MARKET PRACTICES

90

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020