NATIXIS_SHARHOLDERS_MEETING_2018

CORPORATE GOVERNANCE OF NATIXIS AT MARCH 1, 2018

FRINGE BENEFITS Laurent Mignon receives a family allowance (€2,379 in 2017), in accordance with the same rules as those applied to Natixis employees in France. As a reminder, at its February 10, 2016 meeting the Board of Directors approved a change to the personal protection insurance and supplemental health insurance of CEO Laurent Mignon, with the intention of bringing his situation into line with that of the other members of BPCE’s Management Board. Of particular note is the implementation of a scheme to maintain compensation for a period of 12 months in the event of temporary incapacity to work, a scheme benefiting the other members of the BPCE Management Board. In 2017, benefits in kind related to this plan amounted to €17,157. POST-EMPLOYMENT BENEFITS PENSION PLAN Like all the staff, Laurent Mignon is covered by the mandatory pension plans. He does not have the kind of supplementary pension plan described in Article 39 or Article 83 (in reference to the French General Tax Code). In accordance with the undertakings given by Laurent Mignon during the past fiscal year, in 2017 the Chief Executive Officer paid €140,800 net (corresponding to €160,000 gross of his annual compensation) into an “Article 82” type life insurance policy (in reference to the French General Tax Code), put in place by Groupe BPCE. The premiums on this policy will be paid by Laurent Mignon and not by Natixis. SEVERANCE PAYMENTS AND CONSIDERATION FOR NON-COMPETE AGREEMENT It should be noted that, at its February 19, 2014 meeting, the Board of Directors approved a change to its agreement on severance payment, and the establishment of a non-compete agreement. These obligations and agreements were submitted to a vote by the shareholders and approved during the Ordinary General Shareholders’ Meeting of May 20, 2014 (5th resolution). At its February 18, 2015 meeting, the Board of Directors approved the renewal of the severance payment and the non- compete agreement upon the Chief Executive Officer’s reappointment. CEO’S GROUP PENSION PLAN AND SEVERANCE PAYMENTS

RULES FOR CALCULATING THE 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 in activity and the average variable compensation paid over the last three calendar years of activity. 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 line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income, Group share, ROE and the cost/income ratio reported for the two years prior to leaving the Company. The fulfillment of these criteria will be verified by the Board of Directors. A NON-COMPETE INDEMNITY SHOULD THE CEO LEAVE 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). All of these commitments were approved by the General Shareholders’ Meeting on May 19, 2015 when Laurent Mignon was re-appointed as Chief Executive Officer.

GOVERNANCE

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NATIXIS 2018 MEETING NOTICE