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

AMF Table No. 11

Situation of executive corporate officers

Payments or benefits due, or likely to be due, as a result of the termination or change of office (a)

Compensation paid on account of a non-compete clause (a)

Supplementary pension plan

Employment contract

2019

Executive corporate officers

yes

no

yes

no

yes

no

yes

no

Laurent Mignon, Chairman of the Board of Directors (c) Term of office began: June 1, 2018 Term of office ended: the May 2023 General Shareholders’ Meeting François Riahi, Chief Executive Officer Term of office began: June 1, 2018 Term of office ended: the May 2022 General Shareholders’ Meeting

X

X

X

X

X

X

X

X

(b)

See section 2.4.1.3 “Severance payments and consideration for non-compete agreement”. (a) Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plans. He is not covered by the kind of supplementary pension plans (b) described in Article 39 (defined benefit plan) or Article 83 (voluntary defined contribution plan) of the French General Tax Code set up by Groupe BPCE. 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 Gropue BPCE. The premiums on this policy were paid by the Chief Executive Officer and not by Natixis. In 2019, François Riahi paid €117,333 into his policy. Situation presented with respect to his term of office as Chairman of the Board of Directors of Natixis. (c)

Components of compensation due or granted with respect to the fiscal 2.4.2.5 year ended December 31, 2019 to the Chief Executive Officer of Natixis The components of the compensation due or granted to each executive corporate officer in respect of fiscal year 2019 must be submitted to Natixis’ General Shareholders’ Meeting for approval. For Natixis, this recommendation concerns the compensation of François Riahi. The components of compensation concerned are: fixed compensation; V annual variable compensation; V deferred annual variable compensation; V multi-year variable compensation; V extraordinary compensation; V allocation of stock options/bonus shares and any other long-term V compensation; signing bonuses; V contract termination payment: severance payment/non-compete V payment; supplementary pension plan; V Directors’ compensation; V benefits of any kind. V

Components of compensation due or granted for the fiscal year ended which are subject to approval or have been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure

Amount

Comments

Fixed compensation

€800,000

François Riahi’s gross fixed compensation for 2019 for his duties as Chief Executive Officer was €800,000 and is unchanged from the previous year. 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 in May 2019 in accordance with the provisions of the Sapin II law. 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 variable compensation target for the 2019 fiscal year was €960,000. The following targets were set for 2019: quantitative targets (70%), 25% of which based on financial performance in relation to the V 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%);

Annual variable compensation in respect of 2019

€988,262

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019

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