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

Compensation and benefits of any kind for the Chairman 2.4.2 of the Board of Directors and the Chief Executive Officer for 2019 The May 28, 2019 General Shareholders’ Meeting approved the components of the compensation policy for the Chairman of the Board of Directors and the Chief Executive Officer.

Chairman of the Board

25 % Quantitative criteria $2%'ŦU ƒPCPEKCN performance

2.4.2.1

of Directors – Compensation and benefits of any kind paid during the 2019 fiscal year and/or granted in respect of this fiscal year

30 % Strategic criteria

In accordance with the principles approved by the General Shareholders’ Meeting on May 28, 2019, Laurent Mignon received gross compensation of €300,000 for the 2019 fiscal year in connection with his duties as Chairman of the Natixis Board of Directors. Chief Executive Officer – Total 2.4.2.2 compensation and benefits of any kind paid during the 2019 The components of the Chief Executive Officer’s compensation for 2019 comply with the principles approved by the General Shareholders’ Meeting on May 28, 2019. Fixed compensation François Riahi’s gross fixed compensation for 2019 in connection with his duties as Chief Executive Officer was €800,000 and remains unchanged from the previous year. The fixed compensation paid to François Riahi during the 2019 fiscal year for his duties as Chief Executive Officer of Natixis represents 41% of the total compensation granted. Annual variable compensation The annual variable compensation in respect of fiscal year 2019 was calculated on the basis of quantitative and strategic criteria first reviewed by the Compensation Committee then validated by the Board of Directors, and submitted to a vote at the General Shareholders’ Meeting on May 28, 2019. The variable compensation target for the 2019 fiscal year was set at 120% of the Chief Executive Officer’s fixed compensation, with a range of between 0% and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. François Riahi’s full-year variable compensation target was €960,000. The following targets were set for 2019: fiscal year and/or granted in respect of this fiscal year

45 % Quantitative criteria 0CVKZKUŦU ƒPCPEKCN performance

quantitative targets (70%), 25% of which based on financial V performance in relation to the Groupe BPCE budget (net revenues 4.2%, net income (Group share) 12.5% and cost/income ratio 8.3%) and 45% based on the financial performance of Natixis (net revenues 11.25%, net income (Group share) 11.25%, cost/income ratio 11.25% and ROTE — Return on Tangible Equity 11.25%); individual strategic targets (30%), 15% of which related to the V implementation of the 2018-2020 strategic plan; the three other strategic targets, each assigned a weight of 5%, being related to oversight in terms of supervision and control as provided for in regulations (including the implementation of the RAF and the activation of the threshold breach remediation process); the implementation of Natixis transformation; and managerial performance assessed with regard to the ability to anticipate developments, make decisions and lead the Group, and manage executive officers. Given the achievements observed by the Board of Directors after receiving the opinion of the Compensation Committee, the amount of annual variable compensation for 2019 was set as follows: in respect of BPCE quantitative criteria: €267,588, or 111.50% V of the target; in respect of Natixis quantitative criteria: €413,474, or 95,71% V of the target; in respect of strategic criteria: €307,200, or 106.67% of the target. V Regarding strategic criteria, the Board specifically took into consideration the progress made in the roll-out of the strategic plan, the dynamic distribution of insurance and payments products by the CE and BP networks, as well as the ground covered in CSR commitments and the launch of Green Weighting Factor. The Board also recognized the new momentum injected into Natixis' cultural transformation. The variable compensation amount for fiscal year 2019, which will be submitted to a vote of the shareholders in May 2020, was determined by the Natixis Board of Directors based on the Compensation Committee's recommendation of 102.94% of the target variable compensation, i.e. €988,262:

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019