NATIXIS - Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

NATIXIS COMPENSATION POLICY

COMPENSATIONANDBENEFITSOF ANYKIND FOR THECHAIRMANOF THEBOARDOFDIRECTORS ANDTHECHIEF EXECUTIVEOFFICER IN2018 The MayɄ23, 2018 General Shareholders’ Meeting approved the components of the compensation policy for the Chairman of the Board and for Laurent Mignon and François Riahi in their successive roles as Chief Executive Officer.

COMPENSATION AND BENEFITS OF¢ANY¢KIND FOR THE¢CHAIRMAN OF¢THE¢BOARD OF DIRECTORS

In accordance with the principles approved by the MayɄ23, 2018 General Shareholders’ Meeting: › François Pérol received no compensation in 2018 for his duties as Chairman of the Natixis Board of Directors, which he held until JuneɄ1, 2018; › Laurent Mignon received a gross €175,000 (corresponding to a gross €300,000 on an annual basis) for 2018 for his duties as Chairman of the Natixis Board of Directors, which he held from JuneɄ1, 2018. COMPENSATION AND BENEFITS OF¢ANY¢KIND FOR THE DIRECTOR AND¢CHIEF EXECUTIVE OFFICER OF¢NATIXIS IN 2018 The components of the Chief Executive Officer’s compensation for 2018 comply with the principles approved by the General Shareholders’ Meeting on MayɄ23, 2018. FIXED COMPENSATION Laurent Mignon’s fixed compensation for 2018 was €960,000 for the full year, or €400,000 for the period from JanuaryɄ1 to JuneɄ1,Ʉ2018. François Riahi’s fixed compensation for 2018 was €800,000 for the full year, or €466,667 for the period from JuneɄ1 to DecemberɄ31,Ʉ2018. ANNUAL VARIABLE COMPENSATION The annual variable compensation in respect of fiscal year 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 MayɄ23, 2018. The variable compensation target for the 2018 fiscal year was set at 120% of the Chief Executive Officer’s fixed compensation, with a range of between 0% and 156.75% of the target, i.e. a maximum of 188.1% of fixed compensation. Laurent Mignon’s variable compensation target was therefore €1,152,000 for the full year, or €480,000 for the period from JanuaryɄ1 to JuneɄ1,Ʉ2018, and François Riahi’s variable compensation target was €960,000 for the full year, or €560,000 for the period from JuneɄ1 to DecemberɄ31,Ʉ2018. The following targets were set for 2018:

25% Quantitative criteria BPCE’S financial performance

30% Strategic criteria

45% Quantitative criteria Natixis’ financial performance

› quantitative targets (70%), 25%of which based on financial performance in relation to the BPCE Group budget (net revenues [4.2%], net income (Group share) [12.5%] and cost/income ratio [8.3%] and 45% based on the financial performance of Natixis (net revenues [11.25%], net income (Group share) [11.25%], cost/income ratio [11.25%] and ROTE–Return on Tangible Equity [11.25%]; › individual strategic targets (30%), 15% of which related to the implementation of the 2018-2020 strategic plan; the three other strategic targets, each assigned a weight of 5%, being related to oversight in terms of supervision and control as provided for in regulations (including the implementation of the RAF and the activation of the threshold breach remediation process); the implementation of Natixis transformation; and managerial performance assessed with regard to the ability to anticipate developments, make decisions and lead the Group, and manage executive officers; The amount of variable compensation for 2018, which will be put to a vote of the shareholders in MayɄ2019, was set by the Natixis Board of Directors upon recommendation by the Compensation Committee at 94.32% of the variable compensation target, i.e. €452,734 for Laurent Mignon for the period from JanuaryɄ1 to JuneɄ1,Ʉ2018, and €528,190 for François Riahi for the period from JuneɄ1 to DecemberɄ31,Ʉ2018: › one portion will be paid in 2019, 50% of it indexed to the Natixis share price, i.e. €156,889 for Laurent Mignon and €194,853 for François RiahiɄ; › the other portion shall be deferred three years, 50% of it indexed to the Natixis share price, i.e. €295,845 for Laurent Mignon for the period from JanuaryɄ1 to JuneɄ1,Ʉ2018, and €333,337 for François Riahi for the period from JuneɄ1 to DecemberɄ31,Ʉ2018. These deferred amounts will be paid in thirds in 2020 (100% in cash),Ʉ2021 (50% in cash and 50% indexed to the Natixis share price in securities) and 2022 (100% indexed to the Natixis share price or in securities), provided that the presence and performance conditions are met.

COMPENSATION

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NATIXIS 2019 MEETING NOTICE