NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

annual report on compensationpolicies and practices published each year beforethe GeneralShareholders'Meeting. The total amount of compensationpaid to the above-mentioned Natixis employees during the fiscal year ended December 31, 2017, which, due to the deferred payment of variable compensationand the system of deferred payment is not equal to the compensationawarded for fiscal year 2017, amounted to €175.69 million(excludingemployersocial securitycharges).This amount includes the fixed compensation paid in 2017, the variable compensation paid in 2017 for 2016, the variable compensationpaid in 2017 for previous fiscal years (2013, 2014 and 2015) and the performance shares awarded in 2012 and 2013 and deliveredin 2017. Ratification of the co-opting of a director (resolution ten) Resolution ten proposes that the shareholders ratify the co-opting of Bernard Dupouy as a Director of the Company, which took place at the Board of Directors’ Meeting of August 1,2017, replacingMichelGrasswho has resigned,for the duration of the latter’s remaining term of office, until the end of the General Shareholders’Meetingcalled in 2019 to approve the financial statements for the fiscal year ended on December 31,2018. Bernard Dupouy, 62 years old, is Chairman of the Board of Directors of Banque Populaire Aquitaine Centre Atlantique (see BernardDupouy’srésumé in Chapter 2“CorporateGovernance” section2.2 of the 2017Natixisregistrationdocument) . Appointment of four directors following their resignation to encourage the staggering of directors’ terms of office (resolutions eleven to fourteen) The Board of Directors recalls that the terms of office of eleven (11) of directors (out of the fifteen (15) currently serving directors) will expire at the end of the General Shareholders’ Meeting convened to approve the financial statements for the fiscal year endedDecember 31,2018. To (i) avoid renewing large numbers of directors in 2019 all at once, and (ii) to stagger renewals more evenly (in line with the recommendations of the Afep-Medef Corporate Governance Code), Bernard Oppetit, Anne Lalou, Thierry Cahn and FrançoiseLemalle (i) resigned as directors of the Company with effect from the end of the Board of Directors' meeting of May 23,2018, prior to the GeneralShareholders'Meetingon the same day and (ii) haveagreed to reapplyas directorsat the same GeneralShareholders’Meeting. Consequently,under resolutions 11to 14, the shareholders are asked to reappoint: Bernard Oppetit, Chairman of Centaurus Capital Limited (see a BernardOppetit’srésuméin Chapter 2,section 2.2of the 2017 Natixisregistrationdocument); Anne Lalou, ManagingDirectorof the Web School Factory and a of the Innovation Factory (see Anne Lalou’s résumé in Chapter 2, section 2.2 of the 2017 Natixis registration document); Thierry Cahn, Chairman of the Board of Directors of Banque a Populaire Alsace Lorraine Champagne (see Thierry Cahn’s résumé in Chapter 2, section 2.2 of the 2017 Natixis registrationdocument); Françoise Lemalle, Chairman of the Steering and Supervisory a Board of Caisse d'Epargne Côte d'Azur (see FrançoiseLemalle’s résumé in Chapter 2, section 2.2 of the 2017Natixisregistrationdocument);

Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2017 (resolution nine) In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution nine is to consultwith shareholdersat the GeneralShareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code duringfiscal year 2017. The definition of regulated categories of staff at Natixis is primarilybased on the principlesset out in Directive2013/36/EU, known as CRD IV, and the Decree of November 3,2014, and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard published on December 16,2013, and approvedby the EuropeanCommission in Commission Delegated Regulation (EU) No. 604/2014 of March 4,2014. With regard to those criteria, these individuals are identified either by applying 15 qualitative criteria on account of their functions, their level of responsibility and their authority to materially committhe Companyto transactionsin terms of credit and risk profiles, or by considering their total level of compensationduring the preceding fiscal year, consistent with the three quantitativecriteriadefinedby regulation. Regulated categories of staff at Natixis during the 2017 fiscal year came to a total of 321 employees: Of which266 staff membersidentifiedby qualitativecriteria: directors,i.e. 15 individuals; a members of Natixis’ Senior Management Committee, a i.e. 12 individuals; key staff responsible for control functions (Internal Audit a Department,Risk and Compliance)and other supportfunctions who are not membersof the managementbodies listed above, i.e. 57 individuals; key staff responsible for important business lines and foreign a locations (excluding Asset Management and Insurance) who have not already been identified by the criteria mentioned above, i.e. 41 individuals; individualswith authorityto take, approveor veto a decisionon a credit risk exposure and who are responsible for market risk exposure exceeding materiality thresholds and who have not already been identified by the criteria above, i.e. 141 individuals. Of which55 employeesidentifiedusing quantitativecriteria: employees whose total gross compensation allocated during a the previous fiscal year exceeded €500,000 or placed them among the 0.3% of the highest earning employees, and who have not alreadybeen identifiedusing qualitativecriteria. The functions concerned include senior bankers, heads of structured finance activities and, regarding capital market activities,structuredproductengineersand headsof sales. In accordancewith current regulations,Natixis has establisheda strict regulatory framework for the variable compensation of employees belonging to regulated categories of staff. A significant share of this compensation is indexed to the performanceof Natixis shares, with payment deferred to a later date and contingent upon meeting presence and performance criteria. Informationon the compensationpolicy, especiallyfor employee categories whose professional activities are likely to have a significant impact on the risk profile of Natixis, is set out in the

458

Natixis Registration Document 2017