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

if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V

Severance payments 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 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 1. in question equal to or higher than 75% of the expected budget average (1) for the period; Average Natixis ROE for the period in question equal to or 2. higher than 75% of the expected budget average (1) for the period; Natixis’ cost/income ratio less than 75% at the time of leaving 3. (last half-year closed). 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 if two criteria are met: 66% of the agreed payment; V

As a reminder, the amount of the CEO’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 indemnities 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 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. Disclosure required by Article R. 225-29-1(II)(5) of the French Commercial Code On April 27, 2018, François Riahi was appointed as Chief Executive Officer, effective June 1, 2018, for a period of four years ending with the adjournment of the 2022 Natixis General Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2021. In addition, the criteria for appointing and dismissing the Chief Executive Officer are set out in Articles L. 225-51-1 and L. 225-55 of the French Commercial Code.

2

Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four half-year periods prior to leaving). (1)

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019