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

PERFORMANCE INDIVIDUAL AND COLLECTIVE FINANCIAL AND EXTRA-FINANCIAL CRITERIA

COMPETITIVENESS COMPARISON WITH MARKET PRACTICES

Pursuant to Article L. 225-37-2 III of the French Commercial Code, in exceptional circumstances, the Board of Directors may adapt certain provisions of the compensation policy provided that this deviation from standard policy is temporary, in the corporate interest and necessary to guarantee the sustainability or viability of the company.

If there is a change in governance or a new corporate officer is appointed, the Board of Directors will ensure compliance with the core principles of the compensation policy and may decide to deviate therefrom depending on the interested parties’ profiles. The policy described below is in line with the compensation policy submitted to the General Shareholders’ Meeting in recent years and this version has not undergone any material changes.

Members of the Board of Directors 2.4.1.1 The members of the Board of Directors of Natixis received compensation subject to the terms and conditions set out below. The overall annual budget for compensation to be allocated to members of the Board of Directors for attendance at Board and Committee Meetings is €650,000 (see the 36th resolution of the Combined General Shareholders’ Meeting of May 19, 2015) . Directors’ compensation is granted according to the following rules:

Compensation

Fixed portion (prorated to the term of office)

Variable portion

Governing body Board of Directors Chairman

€8,000 €8,000

N/A

Member

€2,000/meeting (capped at seven meetings)

Audit Committee Chairman

€17,000 €3,000

€2,000/meeting (capped at six meetings) €1,000/meeting (capped at six meetings)

Member

Risk Committee Chairman

€17,000 €3,000

€2,000/meeting (capped at six meetings) €1,000/meeting (capped at six meetings)

Member

Appointment Committee Chairman

€15,000 €2,000

€2,000/meeting (capped at three meetings) €1,000/meeting (capped at three meetings)

Member

Compensation Committee Chairman

€15,000 €2,000

€2,000/meeting (capped at four meetings) €1,000/meeting (capped at four meetings)

Member

Strategic Committee Chairman

N/A N/A

€12,000/meeting (capped at one meeting) €2,000/meeting (capped at one meeting)

Member

meeting of the Compensation Committee attended, with the number of compensated meetings being capped at four, for a maximum total of €6,000 per year, for a 100 % attendance rate. Furthermore, all directors are members as of right of the Strategic Committee and will collect €2,000 for their participation to the Strategic Committee annual meeting, and will therefore earn a total of €30,000 if they also attended all Board of Directors and Compensation Committee Meetings and the Strategic Committee annual meeting. The compensation paid to the Chairmen of the Special Committees is greater than that paid to members, given the workload responsibilities involved.

Each director receives, for their own participation in Board Meetings, a fixed sum of €8,000 each year, as well as a variable sum of €2,000 per meeting, payable based on their attendance, with the number of compensated meetings being capped at seven. Thus, a director who attends 100% of the Board Meetings will be paid the maximum compensation of €22,000 per year. In addition, compensation is earned for participation in the Board’s various Special Committees, if applicable. For example, a director who is a member of the Compensation Committee will collect, in addition to the compensation earned for being a director, fixed compensation of €2,000 per year for participation in the Compensation Committee, plus €1,000 for each

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019