NATIXIS_SHARHOLDERS_MEETING_2018

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 Chairman) is granted and paid to BPCE and not to the directors. CHIEF EXECUTIVE OFFICER a) The fixed compensation of the Chief Executive Officer is set in accordance with the skills and expertise necessary for performing his duties and in line with common market practice for similar positions. For fiscal year 2018, Laurent Mignon’s fixed compensation remains unchanged from the previous fiscal year and amounts to €960,000 gross. b) Furthermore, the Chief Executive Officer’s compensation is closely linked to the Company’s performance, specifically through annual variable compensation that is contingent upon the achievement of predetermined objectives, the details and rate of achievement of which (i) are assessed at the end of the fiscal year by the Board of Directors on the basis of the opinion of the Compensation Committee and (ii) are then put to a vote at the General Shareholders’ Meeting. Criteria include quantitative criteria relating to the financial performance of BPCE. 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. For fiscal year 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:

It is reiterated that the CEO is prohibited from using hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-up period. c) The Chief Executive Officer is eligible to receive performance shares equivalent to 20% of his fixed compensation 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 allocation of performance shares in favor of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed gross annual compensation. d) 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. distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairman of the Board of Directors for fiscal year 2018) The General Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary business, pursuant to Article L.225-37-2 of the French Commercial Code, hereby approves the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairman of the Board of Directors, as set out in the corporate governance report, presented in Natixis’ 2017 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1. Resolution eight (Approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chief Executive Officer for fiscal year 2018) The General Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary business, pursuant to Article L.225-37-2 of the French Commercial Code, hereby approves the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chief Executive Officer, as set out in the corporate governance report, presented in Natixis’ 2017 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1. Resolution seven (Approval of the principles and criteria for determining, Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2017 (resolution nine) In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution nine is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code during fiscal year 2017. The definition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, known as CRD IV, and the Decree of November 3, 2014, and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard published on December 16, 2013, and approved by the European Commission in Commission delegated regulation (EU) No. 604/2014 of March 4, 2014.

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

› 11.25% net revenues › 11.25% net income (Group share)* › 11.25% cost/income ratio › 11.25% ROTE*

Quantitative criteria Natixis’ financial performance

45%

› 5% oversight in terms of supervision and control › 15% roll-out of the 2018-2020 Strategic Plan › 5% implementation of Natixis transformation › 5% managerial performance

Strategic criteria 30%

*

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 the variable compensation awarded is deferred over time and is conditional. This payment is staggered over at least the three fiscal years following the year in which the variable compensation is awarded. 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 allocated and the non-deferred portion of the variable compensation.

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NATIXIS 2018 MEETING NOTICE