NATIXIS - Meeting notice combined general shareholder's meeting

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;

The amount of the non-compete indemnity, together with the severance payment, if applicable, received by the Chief Executive Officer is capped at twenty-four (24)Ʉmonths 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.

› if two criteria are met: 66% of the agreed payment; › if one criterion is met: 33% of the agreed payment; › if none of the criteria is met: no payment will be made.

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. A NON-COMPETE INDEMNITY SHOULD THE CEO LEAVE OFFICE The non-compete agreement is limited to a period of sixɄmonths and carries an indemnity equal to sixɄmonths of fixed compensation, as in force on the date on which the CEO leaves office.

Components of compensation due or granted for the fiscal year ended which are subject to approval or have

been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure Amount

Comments

Fixed compensation

From Jan. 1 to June 1: €400,000 From June 1 to Dec. 31: €466,667 From Jan. 1 to June 1: €452,734 From June 1 to Dec. 31: €528,190

Laurent Mignon’s fixed compensation for 2018 was €960,000 for the full year, or €400,000 for the period from January 1 to June 1, 2018. François Riahi’s fixed compensation for 2018 was €800,000 for the full year, or €466,667 for the period from June 1 to December 31, 2018.

Annual variable compensation in respect of 2018

Theannualvariablecompensationinrespectoffiscalyear2018wascalculatedonthebasisofquantitativeandstrategic criteriafirstreviewedbytheCompensationCommitteethenvalidatedbytheBoardofDirectors,andsubmittedtoavote attheGeneralShareholders’MeetinginMay2018inaccordancewiththeprovisionsoftheSapinIIlaw. 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. LaurentMignon’svariablecompensationtargetwastherefore€1,152,000forthefullyear,or€480,000fortheperiodfrom January 1 toJune 1, 2018, andFrançois Riahi’s variable compensation targetwas €960,000 for the full year, or €560,000 fortheperiodfromJune1toDecember31,2018. Thefollowingtargetsweresetfor2018: › quantitative targets (70%), of which 25% is based on the 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% is based on the financial performance of Natixis (net revenues [11.25%], net income (Group share) [11.25%], cost/income ratio [11.25%] and 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 otherstrategictargets,eachassignedaweightof5%,beingrelatedtooversightintermsofsupervisionandcontrolasprovided for in regulations (including the implementation of the RAF and the activation of the threshold breach remediation process); the implementation of Natixis transformation; andmanagerial performance assessedwith regard to the ability to anticipate developments,makedecisionsandleadtheGroup,andmanageexecutiveofficers. GiventheachievementsobservedbytheBoardofDirectorsafterreceivingtheopinionoftheCompensationCommittee, the amount of annual variable compensation for 2018 for Laurent Mignon for the period from Janua ry 1 to June 1, 2018 wassetasfollows: › inrespectofBPCEquantitativecriteria:€137,948,or114.62%ofthetarget; › inrespectofNatixisquantitativecriteria:€165,986,or76.85%ofthetarget; › inrespectofstrategiccriteria:€148,800,or103.33%ofthetarget. And the amount of annual variable compensation for 2018 for François Riahi for the period fromJune 1 toDecember 31, 2018wassetasfollows: The amount of variable compensation for 2018, which will be put to a vote of the shareholders in May 2019, 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 January 1 to June 1, 2018, and €528,190 for FrançoisRiahifortheperiodfromJune1toDecember31,2018. › oneportionwillbepaid in2019,50%of it indexedtotheNatixisshareprice, i.e.€156,889forLaurentMignonand€194,853for FrançoisRiahi; › the other portion shall be deferred over three years, 50% of it indexed to the Natixis share price, i.e. €295,845 for Laurent MignonfortheperiodfromJanuary1toJune1,2018,and€333,337forFrançoisRiahifortheperiodfromJune1toDecember31, 2018. These deferred amounts will be paid in thirds in 2020 (100% in cash), 2021 (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 performanceconditionsaremet. › inrespectofBPCEquantitativecriteria:€160,939,or114.62%ofthetarget; › inrespectofNatixisquantitativecriteria:€193,651,or76.85%ofthetarget; › inrespectofstrategiccriteria:€173,600,or103.33%ofthetarget.

Multi-year variable compensation

0

In2018LaurentMignonandFrançoisRiahididnotreceiveanymulti-yearvariablecompensation.

Extraordinary compensation

0

In2018LaurentMignonandFrançoisRiahididnotreceiveanyextraordinarycompensation.

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NATIXIS 2019 MEETING NOTICE