NATIXIS_SHARHOLDERS_MEETING_2018

The Board also took into consideration the steps taken in 2017 towards Natixis’ transformation, like the launch of the new strategic plan, marking a fresh adaptation of the organization’s business model and methods of operation. It should be noted that payments in respect of annual variable compensation for 2017 will only be made after the vote at the General Shareholders’ Meeting on May 23, 2018.

FREE ALLOCATION OF PERFORMANCE SHARES In keepingwith the principle of the admissibility of allocating performance shares to the Chief Executive Officer, at its meeting of May 23, 2017, the Board of Directors of Natixis allocated 29,911 performance shares under the 2017 Plan for the Natixis Senior Management Committee, i.e., 0.00095% of share capital at the allocation date, to the Chief Executive Officer of Natixis, with a vesting period of four years. This allocation corresponds to 20% of his gross annual fixed compensation. Vesting of these shares is contingent upon the meeting the continued service requirement. This aligns the Chief Executive Officer of Natixis, and the other members of its Senior Management Committee, with the relative performance of Natixis shares and the consistency of this performance. The performance conditions applicable to shares allocated in 2017 differ from the previous plan: the relative performance of Natixis shares is assessed against the average Total Shareholder Return (TSR) of the Euro Stoxx Banks index, and no longer against the median TSR of the institutions making up the index. The purpose of this change is to limit the impact of market volatility on the classification of smaller capitalizations. 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 against 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 point. 30% of the shares delivered to the executive corporate officer 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. Changes to the Chief Executive Officer’s compensation since 2013 (fixed portion + annual variable compensation awarded + performance-related free share plan)

Annual variable compensation for the 2017 fiscal year

€357,149 QUANTITATIVE CRITERIA

€414,720 STRATEGIC CRITERIA 120% TARGET ARCHIEVEMENT

124.01% TARGET ARCHIEVEMENT (BPCE’S FINANCIAL PERFORMANCE)

€888,994 QUANTITATIVE CRITERIA 171.49%TARGET ARCHIEVEMENT (NATIXIS’S FINANCIAL PERFORMANCE)

Breakdown of annual variable compensation for the 2017 fiscal year by vesting date

€520,789 IN 2018 31%

€380,025 IN 2021 23%

2013 2017 962,379 802,969 803,093 804,138 808,120 2014 2015 2016

1,660,863

192,000

951,792

160,000

1,096,279

160,000

1,017,374

160,000

€380,024 IN 2020 23%

958,000

€380,025 IN 2019 23%

FREE SHARE PLAN (CORRESPONDING TO THE VALUE ON THE ALLOCATION DATE) ANNUAL ALLOCATED VARIABLE COMPENSATION IN € FIXED COMPENSATION + FRINGE BENEFITS EN €

69% deferred over 2019, 2020 and 2021, of which 50% is indexed to the Natixis share price.

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NATIXIS 2018 MEETING NOTICE