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

Portion paid in year N

with 50% indexed to the Natixis share price

Annual variable compensation 100 %

Year N+1 1/3 100 % in cash

Year N+2 1/3 50% in cash and 50% indexed to the Natixis share price

Year N+3 1/3 100% indexed to the Natixis share price

with 50% indexed to the Natixis share price At least 40% deferred over 3 years*

* CRD rules governing the portion of annual variable compensation that must be deferred. Deferred bonuses are subject to a continued service requirement and performance criteria.

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. 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. The total of annual variable compensation and bonus shares in favor of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed gross annual compensation. Fringe benefits The Chief Executive Officer receives a family allowance in accordance with the same rules as those applied to Natixis employees in France. 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.

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. As a reminder, the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period. Free allocation of performance shares To meet the dual objective of (i) strengthening and ensuring the long-term alignment of shareholder and corporate interests, and (ii) ensuring continued service, the Chief Executive Officer is eligible to receive 20% of his gross annual fixed compensation as performance shares 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. Vesting of these shares is contingent upon meeting the continued service requirement with Groupe BPCE and performance conditions, which are based on both the relative Total Shareholder Return (TSR) achieved on Natixis stock and the fulfillment of CSR targets. The performance of Natixis shares versus the Euro Stoxx Banks index will be compared every year during the four-year period covered by the plan, i.e. fiscal years 2020, 2021, 2022 and 2023, for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annual tranche, as follows: performance below 90%: no vesting of shares allocated out of the V annual tranche; performance equal to 90%: 80% of the shares of the annual V tranche shall vest; performance equal to 100%: 100% of the shares of the annual V tranche shall vest; performance greater than or equal to 120%: 110% of the shares V of the annual tranche shall vest. The ratio varies in a linear manner between each performance category.

Post-employment benefits 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, 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.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019