NATIXIS_REGISTRATION_DOCUMENT_2017

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

Chief Executive Officer 2.4.3.2  Fixed compensation

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 ChiefExecutive Officer is capped at twenty-four (24) months of the monthlyreferencecompensation(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. FOR DETERMINING, DISTRIBUTING AND AWARDING FIXED, VARIABLE AND NON-RECURRING ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER After consulting with the CompensationCommittee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay componentsof Natixis’executivecorporateofficersbasedon the principles of competitivenesswith market practices for similar roles and the way said componentsrelate to performance. Chairman of the Board of Directors 2.4.3.1  No specific compensation is provided for the position of Chairmanof the Natixis Board of Directorswhich is exercisedby the Chairman of the BPCE ManagementBoard, as these duties fall within the scope of his responsibilityand are thus included in the definition of his compensationcomponents as Chairman of the BPCEManagementBoard. The Chairman remains, however, eligible for directors’ attendance fees, but in accordance with the rules applicable within Groupe BPCE, the portion of directors’ fees going to BPCE directors (including that of the Chairman) is paid to BPCE and not to the directors. PRINCIPLES AND CRITERIA 2.4.3

The fixed compensation of Chief Executive Officer LaurentMignon is establishedbased on the skills and expertise requiredto performhis duties and is in line with marketpractices for similarroles. For fiscal year 2018, Laurent Mignon’s fixed compensation remainsunchangedfrom the previousfiscal year and amountsto €960,000gross. Variable compensation linked to the company's performance Furthermore,the compensationof the Chief ExecutiveOfficer is closely tied to the Company’s performance, especially through annual variable compensation that is contingent upon the achievement of predeterminedtargets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting with the Compensation Committee, are then submitted to a vote at the General Shareholders’Meeting. The criteria include both quantitative targets related to the financial performance of BPCE and Natixis. As a reminder, Natixis is deeply embedded in Groupe BPCE in this regard, with intertwinedstrategicplans aimed at their mutual success.These plans also include targets linked to Natixis' performanceas well as strategictargets. For fiscal 2018, the criteria for determining the annual variable compensation approved by the Board of Directors on February 13, 2018, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’Meetingon May 23,2018, are as follows: Rules for determining variable compensation for 2018 Target set at 120% of fixed compensation, with a range of between 0 and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. Quantitative criteria BPCE’s financial performance 25% 12.5% net income, group share a 8.3% cost/income ratio a 4.2% net revenues a Quantitative criteria Natixis’ financial performance 45% 11.25% net revenues a 11.25% net income, group share* a 11.25% cost/income ratio a 11.25% ROTE* a Strategic criteria 30% 5% oversight in terms of a supervision and control 15% roll-out of the 2018-2020 a Strategic Plan 5% implementation of Natixis a transformation 5% managerial performance a Excluding non-recurring items. *

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Natixis Registration Document 2017