NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

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

Vesting of these shares is contingent upon the meeting the continued service requirement. This aligns the Chief Executive Officer of Natixis, and the other members of its Senior Management Committee, with the relative performance of Natixis shares and the consistency of this performance. The performance conditions applicable to shares allocated in 2017 differ from the previous plan: the relative performanceof Natixis shares is assessedagainst the averageTotal ShareholderReturn (TSR) of the Euro Stoxx Banks index, and no longer against the medianTSR of the institutionsmakingup the index. The purpose of this change is to limit the impact of market volatility on the classificationof smaller capitalizations.The annual performance of Natixis shares versus the Euro Stoxx Banks index will be comparedevery year over the four years coveredby the plan, i.e. fiscal years 2017, 2018, 2019 and 2020, for each of the annual tranches, each representing25% of the shares allocated.Based on the relative performanceof Natixis’ TSR against the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annualtranche,as follows: performancebelow 90%: no vesting of shares allocatedout of a the annualtranche; performanceequal to 90%: 80% of the shares of the annual a trancheshall vest; performanceequal to 100%: 100%of the shares of the annual a trancheshall vest; performanceequal to 120%: 110%of the shares of the annual a trancheshall vest. The ratio varies in a linearmannerbetweeneach point. 30%of the shares deliveredto the executivecorporateofficer at the end of the vesting period will be subject to a lock-in period ending with the termination of the office as Chief Executive Officerof Natixis. CHANGES TO THE CHIEF EXECUTIVE OFFICER’S ■ COMPENSATION SINCE 2013 (FIXED PORTION + ANNUAL VARIABLE COMPENSATION AWARDED + PERFORMANCE-RELATED FREE SHARE PLAN)

Fringe benefits Laurent Mignon receives a family allowance (€2,379 in 2017), in accordance with the same rules as those applied to Natixis employeesin France. As a reminder, at its February 10, 2016 meeting the Board of Directorsapproveda changeto the personalprotectioninsurance and supplementalhealth insuranceof CEO LaurentMignon,with the intention of bringing his situation into line with that of the other members of BPCE’s Management Board. Of particular note is the implementation of a scheme to maintain compensation for a period of 12 months in the event of temporary incapacity to work, a scheme benefiting the other members of the BPCE ManagementBoard. In 2017, benefits in kind relatedto this plan amountedto €17,157. Post-employment benefits CEO’s group pension plan and severance payments Pension Plan Like all the staff, Laurent Mignon is covered by the mandatory pension plans. He does not have the kind of supplementary pension plan describedin Article 39or Article 83(in referenceto the French General Tax Code). In accordance with the undertakingsgiven by Laurent Mignonduring the past fiscal year, in 2017 the ChiefExecutive 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 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 General Shareholders’Meeting of May 20, 2014 (5 th  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. Rules for calculating the severance payment The monthly reference compensationis 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.

(in €)

192,000

160,000

160,000

160,000

1,660,863

1,017,374

1,096,279

958,000

951,792

808,120

804,138

962,379

803,093

802,969

2017

2013

2014

2015

2016

Free share plan (corresponding to the value on the allocation date) Annual allocated variable compensation Fixed compensation + fringe benefits in €

86

Natixis Registration Document 2017