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

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

A non-compete indemnity should the Chief Executive Officer leave office

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 twenty-four (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 provided for under this agreement.

if two criteria are met: 66% of the agreed payment; V if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V

As a reminder, the amount of the Chief Executive Officer’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation.

2

Information on compensation pursuant to Article L. 225-37-3 I, 2.4.2.3 paragraphs 6 and 7 of the French Commercial Code

2018

2017

2016

2015

2019

Natixis’ performance — underlying net income, Group share

1,370

1,607 -6.30% 9,500 0.00% 70.90%

1,715

1,372 2.10% 8,700 1.60% 2.4 pp 9.90% 0.1 pp 71.40%

1,344

Chg. vs. N-1

-14.70% 9,177 -3.40% 71.30%

25.00%

Natixis’ performance — underlying net revenues

9,497 9.20%

8,565

Chg. vs. N-1

Natixis’ performance — underlying C/I ratio

68.90% -2.5 pp 12.30%

69.00%

Chg. vs. N-1

0.4 pp

2.0 pp

Natixis’ performance — underlying ROTE

10.00%

12.00% -0.3 pp

9.80%

Chg. vs. N-1

-2 pp

2.4 pp

Compensation granted to the Chief Executive Officer (1)

1,950,646

2,023,129

2,815,242

1,914,761

2,059,372

Chg. vs. N-1

-3.60%

-28.10% 126,064

47.00% 131,739

-7.00%

Average employee compensation (3)

126,915

125,697

118,847

Chg. vs. N-1

0.70%

-4.30%

4.80%

5.80%

15.4

16

21.4

15.2

17.3

CEO pay ratio vs. average employee compensation (3)

Chg. vs. N-1

-0.6

-5.4

6.2

-2.1

CEO pay ratio vs. median employee compensation (3)

22.9

24.4 -10.5

34.9 10.4

24.5

27

Chg. vs. N-1

-1.5

-2.5

Compensation granted to the Chairman of the Board of Directors (2)

300,000 71.40%

175,000

0

0

0

Chg. vs. N-1

Chairman’s pay ratio vs. average employee compensation

2.4 1.0 3.5

1.4

N/A

N/A

N/A

Chg. vs. N-1

Chairman’s pay ratio vs. median employee compensation

2.1

N/A

N/A

N/A

Chg. vs. N-1 1.4 Compensation granted in respect of each fiscal year and for duties as Chief Executive Officer of Natixis, including bonus share awards. For information, (1) Laurent Mignon was Chief Executive Officer of Natixis until May 31, 2018, and François Riahi was Chief Executive Officer as of June 1, 2018. Compensation granted in respect of each fiscal year and for duties as Chairman of the Board of Directors of Natixis. For information, François Pérol was (2) Chairman of the Board of Directors of Natixis until May 31, 2018, and Laurent Mignon was Chief Executive Officer as of June 1, 2018. Average and median compensation awarded to Natixis SA employees each year, including foreign branches, and used to calculate Chief Executive Officer pay (3) ratios, is calculated based on permanent employees for each year (full-time employees on permanent contracts working the entire year, excluding corporate officers) and represents fixed compensation plus total variable compensation granted, including bonus share awards, and any profit-sharing and group incentive plan amounts awarded during the year in respect of the previous fiscal year. pp: percentage point NB:

85

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019