NATIXIS - Universal registration document and financial report 2019

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

Moreover, in accordance with the rules applicable within Groupe BPCE, the portion of directors’ compensation going to BPCE directors (including that of the Chairman) is granted and paid to BPCE and not to the directors. members are referred to in article L. 225-18 paragraph 2 of the French Commercial Code. Any board member can also resign his position without reason. In the event of director's vacancy by death or resignation, the Board of Directors can, between two General Shareholders' meetings, make temporary appointments. It is specified that pursuant to article R.225-29-1(II)(5) of the French Appointments made by the Board of Directors are subject Commercial Code, the term of office of the Board of Directors' to ratification to the next General Shareholders' meeting. At last, members is detailed in the composition of the Board of Directors no director is bound by an employment contract and/or a services ( See section 2.2 of the present chapter) . Furthermore, the agreement with the company. appointment and revocation conditions of the Board of Directors'

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Chairman of the Board

Chief Executive Officer

2.4.1.2

2.4.1.3

of Directors The compensation of the Chairman of the Natixis Board of Directors is determined by the Board of Directors in consideration of the Chairman’s experience and by benchmarking against the market. Laurent Mignon’s gross annual fixed compensation for his duties as Chairman of the Board of Directors is €300,000. The Chairman is eligible for compensation as a member of the Board of Directors but, in accordance with the rules applicable within Groupe BPCE, the portion of compensation attributable to BPCE directors including the Chairman is granted and paid to BPCE and not to the directors. Pursuant to Article R. 225-29-1(II)(5) of the French Commercial Code, Laurent Mignon was appointed Chairman of Natixis’ Board of Directors on June 1, 2018, for the period ending with the adjournment of the 2023 Natixis General Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2022. In addition, the criteria for appointing and dismissing the Chairman of the Board of Directors are set out in Article L. 225-47 of the French Commercial Code.

Fixed compensation The fixed compensation of the Chief Executive Officer is established based on the skills and expertise required to perform his duties and is in line with market practices for similar roles. For fiscal year 2020, François Riahi’s gross fixed compensation remains unchanged from the previous fiscal year and amounts to €800,000. Annual variable compensation Furthermore, the compensation of the Chief Executive Officer is closely tied to the Company’s performance, especially through annual variable compensation that is contingent upon the achievement of predetermined targets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting with the Compensation Committee, are then submitted to a vote at the General Shareholders’ Meeting. The criteria include quantitative targets related 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 criteria also include targets linked to Natixis’ performance as well as strategic targets, including in terms of CSR.

For fiscal year 2020, the criteria for determining the annual variable compensation approved by the Board of Directors on February 6, 2020, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’ Meeting on May 20, 2020, are as follows:

Rules for determining variable compensation for 2020

Target set at 120% of the fixed compensation with a range from 0% to 156.75% of the target, i.e. a maximum of 188.1% of the fixed compensation. Quantitative criteria BPCE’s financial performance* 25% 12.5% net income (Group share) V 8.3% cost/income ratio V 4.2% net revenues V Quantitative criteria Natixis’ financial performance* 45% 11.25% net revenues V 11.25% net income (Group share) V 11.25% cost/income ratio V 11.25% ROTE V Strategic criteria 30% 5% oversight in terms of supervision and control V 5% progress on Transformation & Corporate Culture initiatives V 10% preparation of the new Strategic Plan and better distribution to the V CE & BP networks 5% improvement of Natixis’ position as a key player in CSR initiatives V 5% managerial performance V Methods for paying the Chief Executive Officer’s annual variable of November 3, 2014. In particular, the payment of a fraction of compensation comply with applicable regulations, especially the variable compensation awarded is deferred over time and regulatory provisions relating to control over compensation as set is conditional. This payment is spread over at least the three fiscal out in European Directive CRD IV of June 26, 2013, and its enactment years following the year in which the variable compensation into French law in the French Monetary and Financial Code, by the is awarded and is contingent upon meeting the requirement Ordinance of February 20, 2014, and the Ministerial Decree and Order for continued service with Groupe BPCE and performance criteria. Underlying data. *

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019