NATIXIS_SHARHOLDERS_MEETING_2018

For fiscal 2018, the criteria for determining the annual variable compensation approved by the Board of Directors on February 13, 2018, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’ Meeting on May 23, 2018, are as follows:

PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND AWARDING FIXED, VARIABLE

AND NON-RECURRING ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY

Rules for determining variable compensation for 2018

Target set at 120% of fixed compensation, with a range of between 0 and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. Quantitative criteria BPCE’s financial performance 25% › 12.5% net income, Group share › 8.3% cost/income ratio › 4.2% net revenues

KIND ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance. CHAIRMAN OF THE BOARD OF DIRECTORS No specific compensation is provided for the position of Chairman of the Natixis Board of Directors which is exercised by the Chairman of the BPCE Management Board, as these duties fall within the scope of his responsibility and are thus included in the definition of his compensation components as Chairman of the BPCE Management Board. The Chairman remains, however, eligible for directors’ attendance fees, but in accordance with the rules applicable within Groupe BPCE, the portion of directors’ fees going to BPCE directors (including that of the

› 11.25% net revenues › 11.25% net income, Group share* › 11.25% cost/income ratio › 11.25% ROTE* › 5% oversight in terms of supervision and control

Quantitative criteria Natixis’ financial performance

45%

Strategic criteria 30%

› 15% roll-out of the 2018-2020 Strategic Plan › 5% implementation of Natixis transformation › 5% managerial performance

*

Excluding non-recurring items.

Methods for paying the Chief Executive Officer’s annual variable compensation comply with applicable regulations, especially regulatory provisions relating to control over compensation as set out in European Directive CRD IV of June 26, 2013, and its enactment into French law in the French Monetary and Financial Code, by the Ordinance of February 20, 2014, and the Ministerial Decree and Order of November 3, 2014. In particular, the payment of a fraction of variable compensation awarded is deferred over time and is conditional. This payment is spread over at least the three fiscal years following the year in which the variable compensation is awarded and is contingent upon meeting presence and performance criteria. The deferred component of the variable compensation awarded represents at least 40% of the variable contribution granted, while 50% of the annual variable compensation is awarded in the form of shares or equivalent instruments. This rule applies to both the deferred and conditional component of variable compensation awarded and the non- deferred portion of the variable compensation. As a reminder, the CEO is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period. FREE ALLOCATION OF PERFORMANCE SHARES The Chief Executive Officer is eligible to receive 20% of his gross annual fixed compensation as performance shares under the long-term compensation plans for members of the Natixis Senior Management Committee. The vesting of these shares is contingent upon continued service and the achievement of performance conditions. The total of the annual variable compensation and performance share grants in favor of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed gross annual compensation. FRINGE BENEFITS The Chief Executive Officer also receives social protection benefits whose terms are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive officers.

Chairman) is paid to BPCE and not to the directors. CHIEF EXECUTIVE OFFICER

FIXED COMPENSATION The fixed compensation of Chief Executive Officer Laurent Mignon is established based on the skills and expertise required to perform his duties and is in line with market practices for similar roles. For fiscal year 2018, Laurent Mignon’s fixed compensation remains unchanged from the previous fiscal year and amounts to €960,000 gross.

VARIABLE COMPENSATION LINKED TO THE COMPANY’S PERFORMANCE

Furthermore, the compensation of the Chief Executive Officer is closely tied to the Company’s performance, especially through annual variable compensation that is contingent upon the achievement of predetermined targets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting with the Compensation Committee, are then submitted to a vote at the General Shareholders’ Meeting. The criteria include both quantitative targets related to the financial performance of BPCE and Natixis. As a reminder, Natixis is deeply embedded in Groupe BPCE in this regard, with intertwined strategic plans aimed at their mutual success. These plans also include targets linked to Natixis’ performance as well as strategic targets.

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NATIXIS 2018 MEETING NOTICE