NATIXIS_SHARHOLDERS_MEETING_2018

a) Laurent Mignon’s fixed compensation was €960,000 for fiscal year 2017. His annual variable compensation in respect of 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. b) For fiscal year 2017, the target annual variable compensation 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 his fixed compensation. The following targets were set for 2017: ◆ quantitative targets (70%), 25% of which based on financial performance in relation to the Groupe BPCE budget (net revenues [4.2%], net income Group share of [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%) (i) of which 10% allocated to each of the following two objectives: (x) the development and launch of the 2018-2020 strategic plan, and (y) the continued progress in the digital transformation of Natixis and its business lines and (ii) of which 5% allocated to each of the following two strategic objectives: (x) the development of Natixis’ collaboration with Groupe BPCE networks and (y) managerial performance assessed based on the ability to anticipate developments, make decisions, lead the Group, and manage executive officers. 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 vote at the General Shareholders’ Meeting of May 23, 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 or in shares) and 2021 (100% indexed to the Natixis share price or in shares), provided that the presence and performance conditions are met. With respect to strategic criteria, the Board noted progress made with the digital transformation (acquisition of fintechs Dalenys, PayPlug and S-Money, along with the development, in collaboration with Groupe BPCE, of a number of digital projects such as the digitalization of the client experience). As for the development of Natixis’ collaboration with Groupe BPCE networks, synergies over the 2014-2017 period amounted to €446 million, exceeding the initial target. Furthermore, in 2017 Natixis’ collaboration with Groupe BPCE networks was strengthened by Natixis’ Assurances acquisition of 40% of BPCE Assurances from Macif (25%) and Maif (15%). Once this transaction was completed, Natixis Assurances became the sole shareholder of BPCE Assurances serving network customers. In addition, the Board took under consideration steps made in 2017 to transform Natixis, including the launch of the new strategic plan, which envisions a new reworking of the organization’s business model and operating methods. 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. c) In keeping with the principle of the Chief Executive Officer’s eligibility to receive free performance shares, at its meeting on May 23, 2017, the Board of Directors of Natixis allocated 29,911 free performance shares, i.e. 0.00095% of share capital at the allocation date, to the Chief Executive Officer of Natixis under the 2017 Plan for the Natixis Senior Management Committee. The performance shares allocated should vest after four years, as long as the continued service requirement and performance criteria are met. This allocation corresponds to 20% of his gross annual fixed compensation.

Related-party agreements (resolution four) Resolution four concerns the approval of related-party agreements pursuant to Articles L.225-38 et seq. of the French Commercial Code, authorized by the Board of Directors during fiscal year 2017 and until the Board of Directors’ Meeting of February 13, 2018. These agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fiscal year 2017 and still effective, which do not need to be resubmitted to the shareholders (see Chapter 7 section 7.6 of the Natixis 2017 registration document) . Only one agreement has been authorized and entered into since the last General Shareholders’ Meeting. On August 1, 2017, the Board of Directors authorized the signature of an adhesion rider to the Group insurance policy under Article 82 of the French General Tax Code, subscribed by BPCE with Arial CNP Assurance for company directors of Groupe BPCE who do not benefit from the “Pension plan for company directors of Groupe BPCE” or the “Natixis pension guarantee” pension plan.” This rider was signed on October 17, 2017. It indirectly concerns Laurent Mignon as Chief Executive Officer. Since the start of 2018, no agreement has been approved under the procedure set out in Article L.225-38 of the French Commercial Code. The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the special report of the Statutory Auditors on the agreements and commitments subject to the provisions of Articles L.225-38 and seq. of the FrenchCommercial Code, hereby approves all provisions of this report and the new agreements mentioned therein (other than those authorized by the Board of Directors on February 9, 2017, which were already submitted to the General Shareholders’ Meeting on May 23, 2017), having been authorized by the Board of Directors during the fiscal year ended December 31, 2017, or after this date up until the Board of Directors’ Meeting in which the financial statements for the year ended December 31, 2017, were approved. Opinion on the components of compensation paid or granted in respect of the fiscal year ended December 31, 2017, to each executive corporate officer (resolutions five and six) Resolutions five and six cover components of compensation paid or granted in respect of the fiscal year ended December 31, 2017, to each of the Company’s executive corporate officers, i.e.: François Pérol, Chairman of the Board of Directors, and Laurent Mignon, Chief Executive Officer. COMPENSATION AND BENEFITS OF ANY KIND FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS IN 2017 In accordance with the principles approved by the General Shareholders’ Meeting on May 23, 2017, François Pérol received no compensation in 2017 in connection with his duties as Chairman of the Natixis Board of Directors. COMPENSATION AND BENEFITS OF ALL KINDS 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 on May 23, 2017. Resolution four (Approval of the agreements covered by Articles L.225-38 et seq. of the French Commercial Code)

54

NATIXIS 2018 MEETING NOTICE