NATIXIS_REGISTRATION_DOCUMENT_2017

FINANCIAL DATA Consolidated financial statements and notes

Compensation of directors

Compensationfor directors is granted as detailed in the standardizedtables compliantwith AMF recommendationsin Section [2.4]of the registrationdocument. The table belowshowsthe compensationpaid in the fiscal year.

FY 2017

FY 2016

Laurent Mignon, CEO Compensation for the fiscal year

€2,623,242 (a)

€1,754,761

Value of options granted during the fiscal year

n/a

n/a

Value of performance shares granted during the fiscal year

€192,000 (b)

€160,000

TOTAL

€2,815,242

€1,914,761

O/w a family allowance of €2,379. (a) Corresponding to the value of the shares on the allocation date, for a fair value of €99,305 for 2017 and €76,890 for 2016. (b)

Rules for calculating the severance payment The MonthlyReferenceCompensationis equal to one-twelfthof the sum of the fixed compensationpaid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar yearsof activity. The amount of severance pay is equal to: Monthly Reference Compensationx (12 months+1 monthper year of seniority). The Chief ExecutiveOfficer will not receive severancepayments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changeshis positionwithinGroupeBPCE. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performancecriteria and requirements,such as net income,Group share, ROE and the cost/incomeratio reportedfor the two years prior to leaving the Company. The fulfillment of these criteriawill be verifiedby the Boardof Directors. A non-compete indemnity should the CEO leave office The non-competeagreementis limited to a period of six months and carries an indemnity equal to six months of fixed compensation,as in force on the date on which the CEO leaves office. In accordance with the recommendations of the Afep-Medef code, upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforce the non-compete clause provided for under this agreement. The amount of the severance payment, together with the non-compete indemnity, if applicable, received by the Chief Executive Officer is capped at twenty-four (24) months of the monthlyreferencepay (both fixed and variable). All of these commitments were approved by the General Shareholders’Meeting on May 19, 2015 when Laurent Mignon was re-appointedas Chief ExecutiveOfficer.

Retiring directors Natixis’ Chief Executive Officer enjoys the retirement benefits plan offered to upper management officers (“hors classification”): Social Securitycontributionsin trancheA (1) ; a mandatoryARRCOcontributionsin trancheA (1) (14.06%); a additionalARRCOcontributionsin trancheB (2) (5.63%); a AGIRC contributions in tranches B (2) (20.55%) and C (3) a (20.55%). There are no contributionsbeyondtrancheC (3) . Laurent Mignon, 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(voluntarydefined contributionplan) of the French General Tax Code. In accordance with the commitments made by Laurent Mignon during the past fiscal year, in 2017 the Chief Executive Officer paid €140,800 net (corresponding to €160,000 gross of his annual compensation) into an “article 82”type life insurancepolicy (in referenceto the French General Tax Code), put in place by Groupe BPCE. The premiumson this policy will be paid by Laurent Mignon and not by Natixis. Severance payments Severance payments and consideration for non-compete agreement It should be noted that, at its February 19, 2014 meeting, the Board of Directors approved a change to its agreement on severance payment, and the establishment of a non-compete agreement. These obligations and agreements were submitted to a vote by the shareholdersand approved during the Ordinary GeneralShareholders’Meetingof May 20,2014 (fifth resolution). At its February 18, 2015 meeting, the Board of Directors approved the renewal of the severance payment and the non-compete agreement upon the Chief Executive Officer’s reappointment.

5

Tranche A corresponds to the fraction of annual compensation between €0 and €39,228. (1) Tranche B corresponds to the fraction of annual compensation between €39,228 and €156,912. (2) Tranche C corresponds to the fraction of annual compensation between €156,921 and €313,824. (3)

317

Natixis Registration Document 2017