NATIXIS - 2018 Registration document and annual financial report

FINANCIAL DATA Consolidated financial statements and notes

Retiring executive officers Natixis’ Chief Executive Officer receives the retirement benefits plan offered to senior management officers (“hors classification”). I.e. for Laurent Mignon: Social Security contributions in tranche A (1) ; a mandatory ARRCO contributions in tranche A (1) (14.06%); a additional ARRCO contributions in tranche B (1) (5.63%); a AGIRC contributions in tranche B (1) (20.55%) and C (1) (20.55%). a I.e. for François Riahi: Social Security contributions in tranche A (1) ; a mandatory ARRCO contributions in tranche A (1) (13.31%); a additional ARRCO contributions in tranche B (1) (4.50%); a AGIRC contributions in tranche B* (20.55%) and C (1) (20.55%). a The Chief Executive Officer is covered by the mandatory pension plans. He is not covered by the kind of supplementary pension plans described in Article 39 (defined benefit plan) or Article 83 (voluntary defined contribution plan) of the French General Tax Code. Natixis’ Chief Executive Officer also makes payments to the Article 82 (in reference to the French General Tax Code) life insurance policy put in place by BPCE Group. The premiums on this policy will be paid by the Chief Executive Officer and not by Natixis. Under this scheme, in 2018, Laurent Mignon, as Chief Executive Officer, paid in €58,667, and François Riahi paid in €68,444. Severance payments Severance payments and consideration for non-compete agreement It is reiterated that, at its February 19, 2014, meeting, the Board of Directors approved a change to its agreement relating to a severance payment for Laurent Mignon and the establishment of a non-compete agreement. These obligations and agreements were submitted to a vote by the shareholders and approved during the Ordinary General Shareholders’ Meeting of May 20, 2014 (fifth resolution). At its February 18, 2015 meeting, the Board of Directors approved the renewal of severance payment and the non-compete agreement upon the Chief Executive Officer’s reappointment. The corresponding commitments were approved by the General Shareholders’ Meeting on May 19, 2015 when Laurent Mignon was re-appointed as Chief Executive Officer. On May 2, 2018, the Board of Directors decided that François Riahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for non-compete agreement as his predecessor, the commitments for which were approved at the May 23, 2018 General Shareholders’ Meeting.

Rules for calculating the severance payment The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar years of activity. The amount of severance pay is equal to: Monthly Reference Compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within BPCE Group. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, such as net income (Group share), ROE and the cost/income ratio reported for the two years prior to leaving the Company. Satisfaction of these criteria will be verified by the Board of Directors as necessary. Average Natixis net income (Group share) for the period in 1. question equal to or higher than 75% of the expected budget average (2) for the period; Average Natixis ROE for the period in question equal to or 2. higher than 75% of the expected budget average* for the period; Natixis’ cost/income ratio less than 75% at the time of 3. leaving (last half-year closed). 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; a if two criteria are met: 66% of the agreed payment; a if one criterion is met: 33% of the agreed payment; a if none of the criteria is met: no payment will be made. a As a reminder, the amount of the CEO’s severance payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation, and no severance benefit is to be paid in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position, or changes his position within BPCE Group. A non-compete indemnity should the CEO 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 CEO leaves office. The amount of the severance payment, together with the non-compete indemnity, 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.

5

Tranche A corresponds to the fraction of annual compensation between €0 and €39,732. (1) Tranche B corresponds to the fraction of annual compensation between €39,732 and €158,928. Tranche C corresponds to the fraction of annual compensation between €158,928 and €317,856. Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four quarters (2) prior to leaving).

379

Natixis Registration Document 2018