NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019

€156,889 will be paid in 2019, 50% of which will be indexed a to the Natixis share price; and €295,845 will be deferred over three years, 50% of which will a be indexed to the Natixis share price, and will be paid in thirds in 2020 (100% in cash), 2021 (50% in cash and 50% indexed to the Natixis share price or in shares) and 2022 (100% indexed to the Natixis share price or in shares), provided that the presence and performance conditions are met. It should be noted that payments in respect of annual variable compensation for 2018 will only be made after the vote at the General Shareholders’ Meeting on May 28, 2019. Allocation of free performance shares In keeping with the principle of the Chief Executive Officer's eligibility to receive free performance shares as part of Long-Term Incentive Plans for members of the Senior Management Committee of Natixis (“LTIP CDG”), at its meeting on May 23, 2018, the Board of Directors of Natixis granted 11,661 free performance shares, prorated to the term of office, to Laurent Mignon, which can lead to the acquisition of a maximum of 13,993 shares, depending on the achievement of the performance conditions, i.e. a maximum of 0.00045% of share capital at the allocation date. This allocation corresponds to 20% of Laurent Mignon's gross annual compensation pro-rated for the length of his corporate office during the 2018 financial year. The vesting of performance shares is contingent on the achievement of presence and performance conditions, which are linked to the relative performance (TSR—Total Shareholder Return) of Natixis' share, and to ESR targets. The annual performance of Natixis' share against the Euro Stoxx Banks index will be compared over the four-year duration of the plan (i.e. fiscal years 2018, 2019, 2020) for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annual tranche, as follows: performance below 90%: no vesting of shares allocated out a of the annual tranche; performance equal to 90%: 80% of the shares of the annual a tranche shall vest; performance equal to 100%: 100% of the shares of the a annual tranche shall vest; performance greater than or equal to 120%: 110% of the a shares of the annual tranche shall vest. The ratio varies in a linear manner between each performance category. ESR objectives are based on the change in Natixis' ESR performance over the four-year vesting period as assessed by the three ESR rating agencies. The vesting process includes a rating scale corresponding to the ESR assessments of each agency, with requirements becoming more stringent over the last two years. At the end of the four-year period, the average of the overall annual ratings determines the additional percentage of shares compared to those vested through the achievement of the TSR conditions. The acquisition ceiling in the event of outperformance of TSR and ESR conditions is 120%. Thirty percent of the shares issued to the executive corporate officer at the end of the vesting period will be subject to a lock-in period ending upon the termination of his office as Chief Executive Officer of Natixis.

Compensation and benefits of any kind for the Chairman of the Board of Directors in 2018 In accordance with the principles approved by the General Shareholders’ Meeting on May 23, 2018: François Pérol received no compensation in 2018 in a connection with his duties as Chairman of the Natixis Board of Directors, from which he resigned with effect at June 1, 2018; and Laurent Mignon received €175,000 gross (corresponding to a an annual gross amount of €300,000) for fiscal year 2018 in connection with his duties as Chairman of the Natixis Board of Directors, a position which he occupies since June 1, 2018. Compensation and benefits of any kind for Natixis Chief Executive Officer Laurent Mignon in 2018 Components of Laurent Mignon’s compensation between January 1, 2018 and June 1, 2018, the date on which he resigned from his role of Chief Executive Officer, comply with the principles approved by the General Shareholders’ Meeting on May 23, 2018. Fixed compensation The annual fixed compensation of Laurent Mignon is set at €960,000 for full fiscal year 2018, i.e. €400,000 for the period The variable compensation component in respect of 2018 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 on May 23, 2018. For fiscal year 2018, the target annual variable compensation was set at 120% of the Chief Executive Officer, with a range of between 0 and 156.75% of the target, i.e. a maximum of 188.1% of his fixed compensation. Accordingly, Laurent Mignon's variable compensation target was €1,152,000 for full year 2018, i.e. €480,000 for the period from January 1 to June 1, 2018. The targets for 2018 were as follows: 70% quantitative targets, 25% of which based on a Groupe BPCE's financial performance (net revenues [4.2%], net income (Group share) of [12.5%] and cost/income ratio [8.3%]) and 45% based on Natixis' financial performance (net revenues [11.25%], net income (Group share) [11.25%], cost/income ratio [11.25%] and ROTE—Return on Tangible Equity [11.25%]); 30% individual strategic targets, (i) 15% of which related to a the implementation of the 2018-2020 strategic plan: success of the CIB sector approach, Asset Management Active Thinking strategy, the Innove2020 project in the Insurance business line, implementation of the Payments strategy; and (ii) 5% of which related to oversight in terms of supervision and control as provided for in regulations including the implementation of the RAF; and (iii) 5% of which related to the implementation of Natixis transformation; and (iv) 5% of which related to the managerial performance, assessed by taking into account the ability to anticipate developments, make decisions and lead the Group. The variable compensation amount relative to January 1 to June 1, 2018, which shall be submitted to a vote at the General Shareholders’ Meeting of May 28, 2019, was determined by the Natixis Board of Directors based on the Compensation Committee's recommendation of €452,734, i.e. 94.32% of the target variable compensation: January 1 to June 1, 2018. Variable compensation

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Natixis Registration Document 2018