NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

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

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 Allocation of stock options/performance shares and any other long-term compensation

Amount

Comments

29,911  shares

No stock options were granted to Laurent Mignon during fiscal year 2017. a On May 23, 2017, based on the positive opinion of the Compensation Committee, a Natixis’ Board of Directors granted 29,911 performance shares to Laurent Mignon under the 2017 Plan for the Natixis Senior Management Committee. This plan aligns the Natixis Chief Executive Officer, along with the other members of a the Senior Management Committee, with the relative performance of the Natixis share and the consistency of this performance. The annual performance of Natixis shares versus the Euro Stoxx Banks index will be compared every year over the four years covered by the plan, i.e. fiscal years 2017, 2018, 2019 and 2020, for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annual tranche, as follows: – performance below 90%: no vesting of shares allocated out of the annual tranche, – performance equal to 90%: 80% of the shares of the annual tranche shall vest, – performance equal to 100%: 100% of the shares of the annual tranche shall vest, – performance equal to 120%: 110% of the shares of the annual tranche shall vest. The ratio varies in a linear manner between each performance category. Finally, 30% of the shares delivered to the director 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 Officer of Natixis. The CEO is prohibited from using hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-up period. It should be noted that, at its February 19, 2014 meeting, the Board of Directors approved a change to its agreement relating to a severance payment and the establishment of a non-compete agreement. These undertakings and agreements were subject to a shareholder vote and approved at 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 severance payment and the non-compete agreement upon the Chief Executive Officer’s reappointment. Rules for calculating severance payment: The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year of employment and the average variable compensation paid over the last three calendar years of employment. The amount of severance pay is equal to: monthly reference compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE. Furthermore, in accordance with the provisions of the Afep-Medef corporate governance code, the right to severance pay is subject to a number of criteria and performance conditions, such as net income group share, ROE and the cost/income ratio over the two years preceding the departure. Satisfaction of these criteria will be verified by the Board of Directors as necessary. Non-compete indemnity in the event of termination of the CEO’s office. The non-compete agreement is 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 Chief Executive Officer is capped at twenty-four (24) months of the monthly reference compensation (both fixed and variable).

Ban on hedging

Contract termination payment: severance payment/non-compete payment -

96

Natixis Registration Document 2017