NATIXIS - 2018 Registration document and annual financial report

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

For fiscal year 2019, the criteria for determining the annual variable compensation approved by the Board of Directors on February 12, 2019, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’ Meeting on May 28, 2019, are as follows:

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, 2018 (resolution eleven) In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution eleven is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code during fiscal year 2018. The definition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, known as CRD IV, and the Order 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 approved by the European Commission in Commission Delegated regulation (EU) No. 604/2014 of March 4, 2014. The total amount of compensation paid to the above-mentioned Natixis employees during the fiscal year ended December 31, 2018, which, due to the deferred payment of variable compensation and the system of deferred payment is not equal to the compensation awarded for fiscal year 2018, amounted to €181 million (excluding employer social security charges). This amount includes the fixed compensation paid in 2018, the variable compensation paid in 2018 for 2017, the variable compensation paid in 2018 for previous fiscal years (2015, 2016 and 2017) and the performance shares awarded in 2013, 2014 and 2016 and delivered in 2018. Ratification of the co-opting of three directors (resolutions twelve to fourteen) Resolutions twelve to fourteen propose that the shareholders ratify the co-opting as a director of the Company of: Laurent Mignon, which took place during the meeting of the a Board on June 1, 2018, to replace François Pérol, who resigned, to serve out the remainder of his predecessor’s term of office, i.e. until the 2019 General Shareholders’ Meeting to approve the financial statements for the year ending December 31, 2018. Laurent Mignon, 55 years old, is the President of the BPCE Management Board (see Laurent Mignon’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document) . Nicole Etchegoïnberry, which took place during the meeting a of the Board on December 20, 2018, to replace Stéphanie Paix, who resigned, to serve out the remainder of her predecessor’s term of office, i.e. until the 2020 General Shareholders’ Meeting to approve the financial statements for the year ending December 31, 2019. Nicole Etchegoïnberry, 62 years old, is the Chairwoman of the Caisse d’Epargne Loire-Centre Management Board (see Nicole Etchegoïnberry’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document) . Christophe Pinault, which took place during the meeting of the a Board on December 20, 2018, to replace Alain Denizot, who resigned, to serve out the remainder of his predecessor’s term of office, i.e. until the 2019 General Shareholders’ Meeting to approve the financial statements for the year ending December 31, 2018. Christophe Pinault, 57 years old, is the Chairman of the Caisse d'Epargne et de Prévoyance Bretagne Pays de Loire Management Board.

Quantitative BPCE’s financial performance* Quantitative criteria Natixis’ financial performance

25% 12.5% net income (Group share) a 8.3% cost/income ratio a 4.2% net revenues a

45% 11.25% net revenues a

11.25% net income (Group a share) 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 Underlying data. * 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 payment of a fraction of the variable compensation awarded is deferred over time and is conditional. This payment is staggered in thirds over at least the three fiscal years following the year in which the variable compensation is awarded. The deferred component of the variable compensation awarded represents at least 40% of the variable contribution granted, while 50% of the annual variable compensation is awarded in the form of shares or equivalent instruments. This rule applies to both the deferred and conditional component of variable compensation allocated and the non-deferred portion of the variable compensation. It is reiterated that the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-up period. The Chief Executive Officer is eligible to receive performance c) shares under 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 annual variable compensation and performance shares in favor of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed compensation. The Chief Executive Officer also receives social protection d) benefits whose terms are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive officers. Target set at 120% of the fixed compensation, with a range from 0% up to 156.75% of the target, i.e. a maximum of 188.1% of the fixed compensation.

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Natixis Registration Document 2018