NATIXIS - Meeting notice combined general shareholder's meeting

The variable compensation amount relative to June 1, to December 31, 2018, which shall be submitted to a vote at the General Shareholders’ Meeting of May 28, 2019, was determined by the Natixis Board of Directors based on the Compensation Committee's recommendation of €528,190, i.e. 94.32% of the target variable compensation: ◆ €194,853 will be paid in 2019, 50% of which will be indexed to the Natixis share price; ◆ €333,337 will be deferred over three years, 50% of which will be indexed to the Natixis share price, and will be paid in three instalments in 2019 (100% in cash), 2020 (50% in cash and 50% indexed to the Natixis share price or in shares) and 2021 (100% indexed to the Natixis share price or in shares), provided that the presence and performance conditions are met. It should be noted that payments in respect of annual variable compensation for 2018 will only be made after the vote at the General Shareholders’ Meeting on May 28, 2019. c) In keeping with the principle of the Chief Executive Officer's eligibility to receive free performance shares as part of Long-Term Incentive Plans for members of the Senior Management Committee of Natixis (“LTIP CDG”), at its meeting on August 2, 2018, the Board of Directors of Natixis allocated 13,605 free performance shares, prorated to the term of office, to François Riahi, which can lead to the acquisition of a maximum of 16,326 shares, depending on the achievement of the performance conditions, i.e. a maximum of 0.00052% of share capital at the allocation date. This allocation corresponds to 20% of his gross annual compensation pro- rated for the length of his corporate office during the 2018 fiscal year. The vesting of performance shares is contingent on the achievement of presence and performance conditions, which are linked to the relative performance (TSR—Total Shareholder Return) of Natixis' share, and to ESR targets. The annual performance of Natixis' share against the Euro Stoxx Banks index will be compared over the four-year duration of the plan (i.e. fiscal years 2018, 2019, 2020) 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 applied for each annual tranche, as follows: ◆ performance below 90%: no vesting of shares allocated out of the annual tranche; ◆ performance equal to 90%: 80% of the shares of the annual tranche shall vest; ◆ performance equal to 100%: 100% of the shares of the annual tranche shall vest; ◆ performance greater than or equal to 120%: 110% of the shares of the annual tranche shall vest. The ratio varies in a linear manner between each performance category. ESR objectives are based on the change in Natixis' ESR performance over the four-year vesting period as assessed by the three ESR rating agencies. The vesting process includes a rating scale corresponding to the ESR assessments of each agency, with requirements becoming more stringent over the last two years. At the end of the four-year period, the average of the overall annual ratings determines the additional percentage of shares compared to those vested through the achievement of the TSR conditions. The acquisition ceiling in the event of out-performance of TSR and ESR conditions is 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 ending upon the termination of his office as Chief Executive Officer of Natixis.

d) Fringe benefits François Riahi receives a family supplement (€1,388 in 2018), in accordance with the same rules as those applied to Natixis employees in France. François Riahi receives similar protection as that of Natixis staff in terms of health and personal protection insurance. e) Post-employment benefits Pension Plan Like all staff, the Chief Executive Officer is covered by the mandatory pension plans. He is not covered by the kind of supplementary pension plans described in Article 39 (defined benefit plan) or Article 83 (voluntary defined contribution plan) of the French General Tax Code. In addition, the Chief Executive Officer pays into an “Article 82" type life insurance policy (in reference to the French General Tax Code), put in place by BPCE Group. The premiums on this policy are paid by the Chief Executive Officer and not by Natixis. In 2018, as Chief Executive Officer, François Riahi paid €68,445 into this policy. Severance payments and consideration for non-compete agreement It should be noted that, at its May 2, 2018 meeting, the Board of Directors approved agreements relating to severance payments and the consideration for the non-compete agreement made in favour of François Riahi, from the date of his appointment as Chief Executive Officer, under the same conditions as those of his predecessor and approved during the May 19, 2015 General Shareholders' Meeting. These obligations were approved during the Ordinary General Shareholders’ Meeting of May 23, 2018 (resolution five). The characteristics of severance payments and the consideration for the non-compete agreement, along with the method for calculating severance pay are set out in section 2.4 of the 2018 registration document. Resolution five (Approval of the total compensation and benefits of any kind paid or granted to François Pérol, Chairman of the Board of Directors, for the period from January 1 to Juneǡ1, 2018, pursuant to Article L.225-100 of the French Commercial Code) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to François Pérol, Chairman of the Board of Directors, for the period from January 1 to June 1, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.6.1. Resolution six (Approval of the total compensation and benefits of any kind paid or granted to Laurent Mignon, Chief Executive Officer, for the period from January 1 to June 1, 2018, pursuant to Article L.225-100 of the French Commercial Code) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to Laurent Mignon, Chief Executive Officer, for the period from January 1 to June 1, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapterǡ2, Section 2.4 and Chapter 7, Section 7.6.1.

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NATIXIS 2019 MEETING NOTICE