NATIXIS - Universal registration document and financial report 2019

GENERAL SHAREHOLDERS’ MEETINGS Combined General Shareholders’ Meeting of May 20, 2020

components of Natixis’ executive corporate officers based on the principles of competitiveness in comparison with market practices for similar positions, and the way said components relate to performance. Please refer to the information contained in the corporate governance report in Section 2.4 of the 2019 Natixis universal registration document. 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, 2019 (resolution eleven) In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution eleven 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 2019. 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 French Ministerial Order 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. Total compensation paid to the above-mentioned Natixis employees during the fiscal year ended December 31, 2019, came to €180 million (excluding employer social security charges). Since variable compensation is paid out in tranches for several years after it is awarded, this amount is not the same as the amount of compensation awarded for fiscal year 2019. Total compensation paid in 2019 includes the fixed compensation paid in 2019, the variable compensation paid in 2019 for previous fiscal years (2016, 2017 and 2018) and the bonus shares awarded in 2015, 2016 and 2017 and delivered in 2019. Ratification of the co-opting of a director (resolution twelve) Resolutions twelve proposes that the shareholders ratify the co-opting as a director of the Company of: Dominique Duband, which took place during the meeting of the Board on February 6, 2020, to replace Françoise Lemalle, who resigned, to serve out the remainder of his predecessor’s term of office, i.e. until the 2022 General Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2021. Dominique Duband is 61 years old and serves as the Chairman of the Steering and Supervisory Board of Caisse d’Epargne Grand Est Europe (see Dominique Duband’s résumé in Chapter 2 “Corporate Governance,” Section 2.2 of the 2019 Natixis universal registration document) . In resolutions thirteen to fifteen, shareholders are asked to reappoint the following three directors, whose terms of office expire at the end of this General Shareholders’ Meeting: Alain Condaminas, Chief Executive Officer of Banque Populaire V Occitane (see Alain Condaminas’ résumé in Chapter 2 “Corporate Governance” — Section 2.2 of the 2019 Natixis universal registration document) ; Reappointment of three directors (resolutions thirteen to fifteen)

The ratio varies in a linear manner between each performance category. CSR objectives are based on the change in Natixis’ CSR performance over the four-year vesting period as assessed by the three CSR rating agencies. The vesting process includes a rating scale corresponding to the CSR assessments of each agency, with requirements becoming more stringent over the last two years. At the end of the four years, the average of the overall annual ratings shall determine the percentage of shares that vest in addition to those vesting under the TSR criteria. In the event that TSR and CSR performance is substantially above target, the percentage of shares of the annual tranche that shall vest is capped at 120%. Thirty percent of the shares issued to the executive corporate officer at the end of the vesting period will be subject to a lock-in period ending upon the termination of his office. Fringe benefits d) The Chief Executive Officer receives a family supplement in accordance with the same rules as those applied to Natixis employees in France, i.e. €2,324. François Riahi receives insurance similar to that of Natixis employees with respect to health and personal protection coverage. Post-employment benefits e) Pension Plan 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, in 2019, 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. Severance payments and consideration for non-compete agreement 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. These commitments and agreements were approved by the General Shareholders’ Meeting on May 23, 2018. The characteristics of severance payments and the consideration for non-compete agreement, along with the method for calculating severance pay are set out in Section 2.4 of the 2019 Natixis universal registration document. Approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors (resolutions eight to ten) Resolutions eight, nine and ten concern the approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of Natixis’ Board of Directors, presented in the corporate governance report, pursuant to Article L.225-37-2 of the French Commercial Code as amended by Ordinance No. 2019-1234 of November 27, 2019. After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various compensation

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019