NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE Policies and rules established for determining compensation and benefits of any kind for corporate officers

Components of compensation due or granted for the fiscal year ended which are subject to approval or have been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure

Amount

Comments

Ban on hedging

The Chief Executive Officer 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. On May 2, 2018, the Board of Directors decided that François Riahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor, the commitments for which were approved at the May 23, 2018 General Shareholders’ Meeting. Rules for calculating 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. Satisfaction of these criteria will be verified by the Board of Directors as necessary: Average Natixis net income (Group share) for the period in question equal to or higher 1. than 75% of the expected budget average * for the period; Average Natixis ROE for the period in question equal to or higher than 75% of the expected 2. budget average* for the period; Natixis’ cost/income ratio less than 75% at the time of leaving (last half-year closed). 3. The amount of the payment shall be determined based on the number of performance criteria met: if all three criteria are met: 100% of the agreed payment; V As a reminder, the amount of the Chief Executive Officer’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation. Non-compete indemnity in the event of termination of the Chief Executive Officer’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 on which the Chief Executive Officer leaves office. The amount of the non-compete indemnity, together with the severance payment, if applicable, received by the Chief Executive Officer is capped at twenty-four (24) months of the monthly reference compensation (both fixed and variable). 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. Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plan. He is not covered by the kind of supplementary pension plans described in Article 39 (defined benefit plan) or Article 83 (voluntarily defined contribution plan) of the French General Tax Code. Furthermore, Natixis’ Chief Executive Officer paid into an “Article 82” type life insurance policy (in reference to the French General Tax Code) put in place by BPCE. The premiums on this policy were paid by the Chief Executive Officer and not by Natixis. In 2019, François Riahi paid €117,333 into his policy. In 2019, François Riahi received no compensation in respect of the 2019 fiscal year as part of his responsibilities as a director within Groupe BPCE. The Chief Executive Officer receives a family allowance in accordance with the same rules as those applied to Natixis employees in France. if two criteria are met: 66% of the agreed payment; V if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V

Contract termination payment: severance payment/non-compete payment

-

Supplementary pension plan

Groupe BPCE Article 82 mechanism

Directors’ compensation

-

Benefits of any kind

€2,384

Healthcare scheme/personal protection insurance François Riahi receives insurance similar to those of Natixis employees with respect to health and personal protection coverage. The components of the Chief Executive Officer’s social protection and complementary scheme are subject to related party agreements. Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four quarters prior to leaving). *

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019