NATIXIS - Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

CHIEF EXECUTIVE OFFICER a) The fixed compensation of the Chief Executive Officer is set in accordance with the skills and expertise necessary for performing his duties and in line with common market practice for similar positions. François Riahi’s fixed compensation for fiscal year 2019 remains unchanged from the previous fiscal year at €800,000 gross. b) Furthermore, the Chief Executive Officer’s compensation is closely linked to the Company’s performance, specifically through annual variable compensation that is contingent upon the achievement of predetermined objectives, the details and rate of achievement of which (i) are assessed at the end of the fiscal year by the Board of Directors on the basis of the opinion of the Compensation Committee and (ii) are then put to a vote at the General Shareholders’ Meeting. Criteria include both quantitative criteria relating to the financial performance of BPCE and Natixis as well as strategic targets. For fiscal year 2019, the criteria for determining the annual variable compensation approved by the Board of Directors on FebruaryɄ12,Ʉ2019,followingareviewbytheCompensationCommittee, and which will be put to a vote at the General Shareholders’ Meeting on May 28,Ʉ2019, are as follows:

Resolution seven (Approval of the total compensation and benefits of any kind paid or granted to Laurent Mignon, Chairman of the Board of Directors, for the period from June 1 to Decemberǡ31, 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, Chairman of the Board of Directors, for the period from June 1 to December 31, 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 eight (Approval of the total compensation and benefits of any kind paid or granted to François Riahi, Chief Executive Officer, for the period from June 1 to December 31, 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 Riahi, Chief Executive Officer, for the period from Juneǡ1 to December 31, 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. Approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits of any kind of the Chairman of the Board and the Chief Executive Officer (resolutions nine and ten) Resolutions nine and ten concern the approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits of any kind of the Chairman of the Board and the Chief Executive Officer of Natixis for 2019, pursuant to Article L.225-37-2 of the French Commercial Code derived from Law No. 2016-1691 of December 9, 2016, known as the “Sapin II” law. 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 in comparison with market practices for similar positions, and the way said components relate to performance. Please refer to the detailed information in section 2.4 of the 2018 Natixis registration document. CHAIRMAN OF THE BOARD OF DIRECTORS The compensation of the Chairman of the Natixis Board of Directors is determined by the Board of Directors in consideration of the Chairman's experience and by benchmarking against the market. Laurent Mignon's annual compensation for his duties as the Chairman of the Board of Directors is set at €300,000. The Chairman is eligible for directors’ fees, but in accordance with the rules applicable within BPCE Group, the portion of directors’ fees attributable to BPCE directors including the Chairman is granted and paid to BPCE and not to the directors.

Procedures for determining variable compensation for 2019

Target set at 120% of the fixed compensation, with a range from 0% up to 156.75% of the target, i.e. a maximum of 188.1% of the fixed compensation.

› 12.5% net income (Group share) › 8.3% cost/income ratio › 4.2% net revenues › 11.25% net revenues › 11.25% net income (Group share) › 11.25% cost/income ratio › 11.25% ROTE

Quantitative BPCE’s financial performance* Quantitative criteria Natixis’ financial performance

25%

45%

› 5% oversight in terms of supervision and control › 15% roll-out of the 2018-2020 Strategic Plan › 5% implementation of Natixis transformation › 5% managerial performance

Strategic criteria

30%

*

Underlying data.

MethodsforpayingtheChiefExecutiveOfficer’sannualvariablecompensation comply with applicable regulations, especially regulatory provisions relating to control over compensation, as set out in European Directive CRD IV of June 26, 2013, and its enactment into French law in the French Monetary and Financial Code, by the Ordinance of February 20, 2014, and the Ministerial Decree and Order of November 3, 2014. In particular, the payment of a fraction of the variable compensation awarded is deferred over time and is conditional. This payment is staggered in thirds over at least the three fiscal years following the year in which the variable compensation is awarded. The deferred component of the variable compensation awarded represents at least 40% of the variable contribution granted, while 50% of the annual variable compensation is awarded in the form of shares or equivalent instruments.This rule applies to both the deferred and conditional component of variable compensation allocated and the non-deferred portion of the variable compensation. It is reiterated that the Chief ExecutiveOfficer is prohibited fromusing hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-up period.

RESOLUTIONS

61

NATIXIS 2019 MEETING NOTICE