NATIXIS_REGISTRATION_DOCUMENT_2017

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

The variablecompensationtarget for the 2017 fiscal year was set at €1,152,000, i.e. 120% of Laurent Mignon’s fixed compensation,with a range of between0% and 156.75%of the target, i.e. a maximum of 188.1% of fixed compensation.The followingtargetswere set for 2017:

The Board also took into considerationthe steps taken in 2017 towards Natixis’ transformation, like the launch of the new strategic plan, marking a fresh adaptation of the organization’s businessmodeland methodsof operation. It should be noted that payments in respect of annual variable compensationfor 2017 will only be made after the vote at the GeneralShareholders’Meetingon May 23,2018.

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25% Quantitative criteria BPCE's financial performance

30% Strategic criteria

ANNUAL VARIABLE COMPENSATION FOR THE 2017 ■ FISCAL YEAR

€357,149 Quantitative criteria 124.01% target achievement (BPCE’s financial performance) €888,994 Quantitative criteria 171.49% target achievement (Natixis’s financial performance)

€414,720 Strategic criteria 120% target achievement

45% Quantitative criteria Natixis's financial performance

quantitative targets (70%), of which 25% is based on the a financial performance of Groupe BPCE (net revenues [4.2%], net income group share [12.5%] and cost/incomeratio [8.3%]) and 45% based on the financial performance of Natixis (net revenues [11.25%], net income group share [11.25%], cost/income ratio [11.25%] and ROTE – Return on Tangible Equity[11.25%]); individualstrategictargets (30%), of which 10% is for each of a the following two targets: the developmentand launch of the 2018-2020 Strategic Plan and continuation of the digital transformation of Natixis and its businesses. Both of these strategictargets have been assigneda weight of 10%, tied to the development of Natixis’ collaborationwith Groupe BPCE networks(5%) and to managerialperformanceassessedbased on the ability to anticipatedevelopments,make decisions,lead the Group, and manage executive officers (5%). As recommendedby the CompensationCommittee, the Natixis Board of Directorsset the amountof variablecompensationfor 2017 at €1,660,863. This amount shall be submitted to a shareholdervote in May 2018and is equivalentto 144.17%of the target variable compensation: €520,789will be paid in 2018, 50% of which will be indexed j to the Natixisshare price, €1,140,074will be deferred over three years, 50% of which j will be indexed to the Natixis share price, and will be paid in thirds in 2019 (100% in cash), 2020 (50% in cash and 50% indexed to the Natixis share price) and 2021 (100% indexed to the Natixis share price or in securities),provided that the presenceand performanceconditionsare met; With respect to strategic criteria in particular, the Board recognized the progress made in the area of digital transformation (acquisition of fintechs Dalenys, Payplug and S-Money, and the digitalization of the customer experience in partnershipwith Groupe BPCE, among other digital projects).As for increasing collaborationwith Groupe BPCE, synergies in this area for the 2014-2017period totaled€466million,exceedingthe initial target. Furthermore, Natixis Assurances’ acquisition of a 40% equity interest in BPCE Assurancesfrom Macif (25%) and Maïf (15 %) strengthenedthe collaborationbetweenNatixis and the Groupe BPCE networks, and makes Natixis’ insurance arm the sole shareholderof BPCE Assurances,at the service of the networks’customers.

BREAKDOWN OF ANNUAL VARIABLE COMPENSATION ■ FOR THE 2017 FISCAL YEAR BY VESTING DATE

€380,025 in 2021 23%

€520,789 in 2018 31%

€380,024 in 2020 23%

€380,025 in 2019 23%

69% deferred over 2019, 2020 and 2021, of which 50% is indexedto the Natixisshare price.

Free allocation of performance shares In keeping with the principle of the admissibility of allocating performancesharesto the Chief ExecutiveOfficer,at its meeting of May 23, 2017, the Board of Directors of Natixis allocated 29,911 performanceshares under the 2017 Plan for the Natixis Senior ManagementCommittee,i.e., 0.00095%of share capital at the allocation date, to the Chief Executive Officer of Natixis, with a vestingperiodof four years. This allocationcorrespondsto 20%of his gross annualfixed compensation.

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Natixis Registration Document 2017