NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

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

Methodsfor paying the Chief ExecutiveOfficer’s annual variable compensation comply with applicable regulations, especially regulatoryprovisionsrelatingto controlover compensationas set out in European Directive CRD IV of June 26, 2013, and its enactmentinto French law in the FrenchMonetaryand Financial Code, by the Ordinanceof February 20,2014, and the Ministerial Decree and Order of November 3, 2014. In particular, the payment of a fraction of variable compensation awarded is deferred over time and is conditional. This payment is spread over at least the three fiscal years followingthe year in which the variable compensation is awarded and is contingent upon meetingpresenceand performancecriteria. The deferred componentof the variable compensationawarded represents at least 40% of the variable contribution granted, while 50%of the annual variablecompensationis awardedin the form of shares or equivalent instruments. This rule applies to both the deferred and conditional component of variable compensation awarded and the non-deferred portion of the variablecompensation. As a reminder, the CEO is prohibited from using hedging or insurance strategies, both during the vesting period for

components of deferred variable compensation and during the lock-upperiod.

Free allocation of performance shares The Chief Executive Officer is eligible to receive 20% of his gross annual fixed compensationas performance shares under the long-term compensation plans for members of the Natixis Senior ManagementCommittee.The vesting of these shares is contingent upon continued service and the achievement of performance conditions. The total of the annual variable compensationand performanceshare grants in favor of the Chief ExecutiveOfficer during the fiscal year cannot exceed twice his fixed gross annualcompensation. Fringe benefits The Chief Executive Officer also receives social protection benefitswhose terms are identicalto those applicableto Natixis' employees or implemented by Groupe BPCE for its executive officers.

Standardized tables in compliance with AMF recommendations 2.4.3.3

AMF TABLE NO. 1 R Summaryof the compensation,stockoptionsand sharesgrantedto each executivecorporateofficer

FY 2017

FY 2016

Laurent Mignon, Chief Executive Officer Compensation due or granted for the fiscal year Value of options granted during the fiscal year

€2,623,242  (a)

€1,754,761

0

0

Value of performance shares granted during the fiscal year

€192,000  (b)

€160,000  (b)

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)

AMF TABLE NO. 2 R Summaryof the compensationgrantedto each executivecorporateofficer In the tables below:

the expression “amounts paid” refers to compensation and a benefits actually paid to directors in connection with their dutiesover the year, irrespectiveof the date.

the expression “amounts due or granted” refers to a compensationand benefits allocatedto directors in connection with their duties over the year, irrespective of the payment date;

FY 2017

FY 2016

Laurent Mignon, Chief Executive Officer (office held since May 14, 2009)

Amounts due or granted  (a)

Amounts due or granted  (a)

Amounts paid

Amounts paid

Fixed compensation for corporate office duties

€960,000

€960,000

€800,000 €951,792

€800,000

Annual variable compensation Extraordinary compensation

€1,660,863

€1,125,926  (b)

€984,113  (b)

€0 €0

€0 €0

€0 €0

€0 €0

Directors’ fees Benefits in kind

€2,379  (c)

€2,379  (c)

€2,969  (c)

€2,969  (c)

TOTAL €1,787,082 At its July 28, 2016 meeting, the Board of Directors also allocated the CEO 47,463 performance shares valued at €160,000 on the allocation date (a) and, at its May 23, 2017 meeting, it allocated 29,911 performance shares valued at €192,000 on the allocation date. This amount includes payment of deferred variable compensation in respect of previous years. (b) The reported amount comprises the family allowance. (c) In addition, under social protection, €17,157 in benefits in kind were declared in 2017. €2,623,242 €2,088,305 €1,754,761

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Natixis Registration Document 2017