NATIXIS_SHARHOLDERS_MEETING_2018

CORPORATE GOVERNANCE OF NATIXIS AT MARCH 1, 2018

Natixis compensation policy

COMPENSATION AND BENEFITS OF ANY KIND FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER IN 2017 COMPENSATION AND BENEFITS OF ANY KIND FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS, FRANÇOIS PÉROL, IN 2017

In accordance with the principles approved by the General Shareholders’ Meeting on May 23, 2017, François Pérol received no compensation in 2017 for his duties as Chairman of the Natixis Board of Directors.

COMPENSATION AND BENEFITS OF ANY KIND FOR LAURENT MIGNON IN CONNECTION WITH HIS DUTIES AS CHIEF EXECUTIVE OFFICER OF NATIXIS IN 2017

The components of Laurent Mignon’s compensation for 2017 comply with the principles approved by the General Shareholders’ Meeting of May 23, 2017. FIXED COMPENSATION The fixed compensation for 2017 for Laurent Mignon was €960,000. ANNUAL VARIABLE COMPENSATION The annual 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, and submitted to a vote at the General Shareholders’ Meeting on May 23, 2017. The variable compensation target for the 2017 fiscal year was set at €1,152,000, i.e. 120% of Laurent Mignon’s fixed compensation, with a range of between 0% and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. The following targets were set for 2017:

› quantitative targets (70%), of which 25% is based on the financial performance of Groupe BPCE (net revenues [4.2%], net income Group share [12.5%] and cost/income ratio [8.3%]) and 45% based on the financial performance of Natixis (net revenues [11.25%], net income Group share [11.25%], cost/income ratio [11.25%] and ROTE – Return on Tangible Equity [11.25%]); › individual strategic targets (30%), of which 10% is for each of the following two targets: the development and launch of the 2018-2020 Strategic Plan and continuation of the digital transformation of Natixis and its businesses. Both of these strategic targets have been assigned a weight of 10%, tied to the development of Natixis’ collaboration with Groupe BPCE networks (5%) and to managerial performance assessed based on the ability to anticipate developments, make decisions, lead the Group, and manage executive officers (5%). As recommended by the Compensation Committee, the Natixis Board of Directors set the amount of variable compensation for 2017 at €1,660,863. This amount shall be submitted to a shareholder vote in May 2018 and is equivalent to 144.17% of the target variable compensation: ◆ €520,789 will be paid in 2018, 50% of which will be indexed to the Natixis share price, ◆ €1,140,074 will be deferred over three years, 50% of which will be indexed to the Natixis share price, and will be paid in thirds in 2019 (100% in cash), 2020 (50% in cash and 50% indexed to the Natixis share price) and 2021 (100% indexed to the Natixis share price or in securities), provided that the presence and performance conditions are met; With respect to strategic criteria in particular, the Board recognized the progress made in the area of digital transformation (acquisition of fintechs Dalenys, Payplug and S-Money, and the digitalization of the customer experience in partnership with Groupe BPCE, among other digital projects). As for increasing collaboration with Groupe BPCE, synergies in this area for the 2014-2017 period totaled €446 million, exceeding the initial target. Furthermore, Natixis Assurances’ acquisition of a 40% equity interest in BPCE Assurances from Macif (25%) and Maïf (15%) strengthened the collaboration between Natixis and the Groupe BPCE networks, and makes Natixis’ insurance arm the sole shareholder of BPCE Assurances, at the service of the networks’ customers.

25% QUANTITATIVE CRITERIA BPCE’S FINANCIAL PERFORMANCE

30% STRATEGIC CRITERIA

GOVERNANCE

45% QUANTITATIVE CRITERIA NATIXIS’S FINANCIAL PERFORMANCE

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NATIXIS 2018 MEETING NOTICE