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

one portion will be paid in 2020, 50% of which will be indexed to the V Natixis share price, i.e. €348,212; the other portion will be deferred over three years, 50% of which V will be indexed to the Natixis share price, i.e. €640,050. This deferred amount will be paid in thirds in 2021 (100% in cash), 2022 (50% in cash and 50% indexed to the Natixis share price in

securities) and 2023 (100% indexed to the Natixis share price or in securities), provided that the continued service requirement and performance conditions are met. Payments in respect of annual variable compensation for 2019 will only be made after the vote at the General Shareholders’ Meeting on May 20, 2020.

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Annual variable compensation for the 2019 fiscal year François Riahi’s annual variable compensation for the 2019 fiscal year € 307,200 Strategic criteria i.e. 106.67%

Breakdown of annual variable compensation for the 2019 fiscal year by vesting date François Riahi, Chief Executive Officer

€ 213,350 in 2023

€ 267,588 Quantitative criteria $2%'ŦU ƒPCPEKCN performance i.e. 111.5%

€ 348,212 in 2020

of the variable compensation target

of the variable compensation target

€ 213,350 in 2022

€ 413,474 Quantitative criteria 0CVKZKUŦ ƒPCPEKCN performance i.e. 95.71% of the variable compensation target

€ 213,350 in 2021

65% of François Riahi’s variable compensation for 2019 is being deferred to 2021, 2022, and 2023, of which 50% is indexed to Natixis’ share price.

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 of V the annual tranche shall vest. The ratio varies in a linear manner between each performance category. 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, with requirements becoming more stringent over the last two years. 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%. 30% 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.

Free allocation of performance shares In keeping with the principle of the Chief Executive Officer’s eligibility to receive performance shares as part of Long-Term Incentive Plans for members of the Senior Management Committee of Natixis (“LTIP CDG”), at its meeting on May 28, 2019, the Board of Directors of Natixis allocated 31,708 performance shares to François Riahi, which can lead to the acquisition of a maximum of 38,049 shares, depending on the achievement of the performance conditions, i.e. a maximum of 0.00101% of share capital at the allocation date. This allocation corresponds to 20% of François Riahi’s gross annual fixed compensation. 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 2019, 2020, 2021 and 2022, 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:

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019