NATIXIS_SHARHOLDERS_MEETING_2018

CORPORATE GOVERNANCE OF NATIXIS AT MARCH 1, 2018

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

Contract termination payment: severance payment/non-compete payment

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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 (5th 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-twel fth 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 (12months +1 month per year of seniority). TheChief ExecutiveOfficerwill not receive severancepayments in the event of gross negligence orwillfulmisconduct, if he leaves the Company at his initiative to take another position or changes his positionwithin Groupe BPCE. Furthermore, in accordancewith 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 criteriawill 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 onwhich the CEO leaves office. In accordance with the recommendations of the Afep-Medef code, upon the departure of the Chief Executive Officer, theBoardof Directorsmustmake adecision regardingwhether 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). Laurent Mignon, like all staff, is covered by the mandatory pension plan. He does not have the kind of supplementary pensionplandescribed inArticle39 (definedbenefitplan)orArticle83 (definedcontributionplan)oftheFrenchGeneral 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 policywill be paid by Laurent Mignon and not by Natixis. In 2017, Laurent Mignon received no director’s fees in respect of the 2017 fiscal year as part of his responsibilitieswithin Groupe BPCE. On February 6, 2015, Laurent Mignon relinquished his right to a Company car. Laurent Mignon received payment of a family allowance, in accordancewith the plan in force for Natixis’ employees. 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, so that he would benefit from similar social protection as the other members of BPCE’s Management Board, with the implementation of a scheme to maintain compensation for a period of 12months in the event of temporary incapacity towork, which represented €17,157 in benefits in kind in 2017. The components of the Chief Executive Officer’s social protection and complementary scheme are subject to related party agreements.

Supplementary pension plan

Groupe BPCE Article 82 mechanism

Directors’ fees

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Benefits of any kind

€2,379

Healthcare scheme/ personal protection insurance

GOVERNANCE

47

NATIXIS 2018 MEETING NOTICE