NATIXIS_REGISTRATION_DOCUMENT_2017

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

Components of compensation due 2.4.3.4 or granted in respect of the fiscal year ended December 31, 2017 to Laurent Mignon, Chief Executive Officer of Natixis The components of the compensation due or granted to each executivecorporateofficer in respectof fiscal year 2017must be submitted to Natixis’ General Shareholders’ Meeting for approval. For Natixis, this recommendation concerns the compensationof LaurentMignon.

The componentsof compensationconcernedare: fixed compensation; a annualvariablecompensation; a deferredannualvariablecompensation; a multi-yearvariablecompensation; a extraordinarycompensation; a allocationof stock options/performancesharesand any other a long-termcompensation; signingbonuses; a contractterminationpayment:severance a payment/non-competepayment; supplementarypensionplan; a directors’fees; a benefitsof any kind. a

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Components of compensation due or granted in respect of the fiscal year ended which are subject to approval or have been approved by the General Shareholders’ Meeting relating to related-party agreements and commitments procedures

Amount

Comments

Fixed compensation

€960,000 Laurent Mignon’s gross annual fixed compensation in respect of his office as CEO, which had been unchanged since he took office in 2009, was adjusted for fiscal year 2017 to €960,000, given its substantial gap with market practices. €1,660,863 The variable compensation in respect of fiscal year 2017 was calculated on the basis of quantitative and strategic criteria first reviewed by the Compensation Committee then validated by the Board of Directors, then submitted to a shareholder vote in May 2017. Variable compensation consists of: quantitative targets (70%), of which 25% is based on the financial performance in a relation to the Groupe BPCE budget (net revenues [4.2%], net income group share [12.5%] and cost/income ratio [8.3%]) and 45% is based on the financial performance of Natixis (net revenues [11.25%], net income group share [11.25%], cost/income ratio [11.25%] and Return on Tangible Equity [11.25%]); individual strategic targets (30%) related to the development and launch of the a 2018-2020 Strategic Plan and continuation of the digital transformation of Natixis and its businesses. Each of these targets has been assigned a weight of 10%, with 5% tied to the following two criteria: the development of Natixis’ collaboration with the Groupe BPCE networks and managerial performance. Annual variable compensation can represent a maximum of 156.75% of the target variable compensation, i.e. 188.1% of the fixed compensation. In 2017, it amounted to €1,152,000. Given the achievements observed by the Board of Directors after receiving the opinion of the Compensation Committee, the amount of annual variable compensation for 2017 was set as follows: in respect of BPCE quantitative criteria: €357,149, or 124.01% of the target; a in respect of Natixis quantitative criteria: €888,994, or 171.49% of the target; a in respect of strategic criteria: €414,720, or 120% of the target. a The amount of annual variable compensation for 2017 that will be put to a shareholder vote at the next General Shareholders’ Meeting therefore totals €1,660,863, i.e., 144.17% of the annual variable compensation target. €520,879 will be paid in 2018, 50% of which will be indexed to the Natixis share a price and paid in October 2018; €1,140,074 will be deferred over three years, 50% of which will be indexed to the a Natixis share price, and will be paid in 2019 (100% in cash), 2020 (50% in cash and 50% indexed to the Natixis share price or in shares) and 2021 (100% indexed to the Natixis share price or in shares), provided that the presence and performance conditions are met. In 2017 Laurent Mignon did not receive any multi-year variable compensation. 0

Annual variable compensation in respect of 2017

Multi-year variable compensation

Extraordinary compensation 0

In 2017 Laurent Mignon did not receive any extraordinary compensation.

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Natixis Registration Document 2017