NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 23, 2018

February 13, 2018, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’Meetingon May 23,2018, are as follows: Rules for determining variable compensation for 2018 Target set at 120% of fixed compensation, with a range of between 0% and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. Quantitative criteria BPCE’s financial performance 25% 12.5% net income, group share a 8.3% cost/income ratio a 4.2% net revenues a Quantitative criteria Natixis’ financial performance 45% 11.25% net revenues a 11.25% net income (Group share)* a 11.25% cost/income ratio a 11.25% ROTE* a Strategic criteria 30% 5% oversight in terms of a supervision and control 15% roll-out of the 2018-2020 a Strategic Plan 5% implementation of Natixis a transformation 5% managerial performance a Excluding non-recurring items. * Methods for paying the Chief Executive Officer’s annual variable compensation comply with applicable regulations, especially regulatory provisions relating to control over compensation, as set out in European Directive CRD IV of June 26, 2013, and its enactment into French law in the French Monetary and Financial Code, by the Ordinance of February 20,2014, and the Ministerial Decree and Order of November 3,2014. In particular,the paymentof a fractionof the variablecompensationawardedis deferredover time and is conditional. This payment is staggered over at least the three fiscal years following the year in which the variable compensationis awarded. The deferred component of the variable compensation awardedrepresentsat least 40% of the variable contribution granted, while 50% of the annual variable compensationis awardedin the formof sharesor equivalentinstruments.This rule appliesto boththe deferredand conditionalcomponentof variablecompensationallocatedand the non-deferredportion of the variablecompensation. It is reiteratedthat the CEO is prohibitedfrom using hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-upperiod. The Chief ExecutiveOfficer is eligibleto receiveperformance c) shares equivalent to 20% of his fixed compensationunder the long-term compensation plans for members of the Natixis Senior Management Committee. The vesting of these shares is contingent upon continued service and the achievement of performance conditions. The total of the annual variable compensationand allocation of performance shares in favor of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed gross annual compensation. The Chief Executive Officer also receives social protection d) benefits whose terms are identical to those applicable to Natixis’ employeesor implementedby Groupe BPCE for its executive officers.

Approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairman of the Board and the Chief Executive Officer (resolutions seven and eight) Resolutions seven and eight concern the approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurringitems constitutingthe total pay and benefits of any kind of the Chairman of the Board and the Chief Executive Officer of Natixis for 2018, pursuant to Article L.225-37-2of the French CommercialCode derived from Law No. 2016-1691of December 9,2016, known as the “Sapin 2” law. After consulting with the CompensationCommittee and before pay packages are approved by the General Shareholders' Meeting, the Board of Directors determines the various pay componentsof Natixis'executivecorporateofficersbasedon the principles of competitiveness in comparison with market practices for similar positions, and the way said components relate to performance. Pleaserefer to the detailedinformationin section 2.4of the 2017 Natixis registration document. Chairman of the Board of Directors No specific compensation is provided for the position of Chairmanof the Natixis Board of Directorswhich is exercisedby the President of the BPCE ManagementBoard, as these duties fall within the scope of his responsibilityand are thus included in the definition of his compensationcomponents as President of the BPCEManagementBoard. The Chairman remains, however, eligible for directors’ attendance fees, but in accordance with the rules applicable within Groupe BPCE, the portion of directors’ fees going to BPCE directors (including that of the Chairman) is granted and paid to BPCEand not to the directors. Chief Executive Officer The fixed compensationof the Chief ExecutiveOfficer is set a) in accordance with the skills and expertise necessary for performing his duties and in line with common market practicefor similarpositions. For fiscal year 2018, Laurent Mignon’s fixed compensation remains unchanged from the previous fiscal year and amountsto €960,000gross. Furthermore,the Chief Executive Officer’s compensationis b) closely linked to the Company’s performance, specifically through annual variable compensation that is contingent upon the achievement of predetermined objectives, the details and rate of achievementof which (i) are assessed at the end of the fiscal year by the Board of Directors on the basis of the opinion of the Compensation Committee and (ii) are then put to a vote at the General Shareholders’ Meeting. Criteria include quantitative criteria relating to the financial performance of BPCE. As a reminder, Natixis is deeply embedded in Groupe BPCE in this regard, with intertwined strategic plans aimed at their mutual success. These plans also include targets linked to Natixis' performanceas well as strategictargets. For fiscal year 2018, the criteria for determining the annual variable compensation approved by the Board of Directors on

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Natixis Registration Document 2017