NATIXIS - Meeting notice combined general shareholder's meeting

NATIXIS COMPENSATION POLICY

For fiscal year 2019, the criteria for determining the annual variable compensation approved by the Board of Directors on FebruaryɄ12, 2019, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’ Meeting on MayɄ28, 2019, are as follows: Rules for determining variable compensation for¢2019 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. Quantitative criteria BPCE’s financial performance* 25% › 12.5% net income (Group share) › 8.3% cost/income ratio › 4.2% net revenues Quantitative criteria Natixis’ financial performance* 45% › 11.25% net revenues › 11.25% net income (Group share) › 11.25% cost/income ratio › 11.25% ROTE Strategic criteria 30% › 5% oversight in terms of supervision and control 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 CRDɄ IV of JuneɄ 26,Ʉ 2013, and its enactment into French law in the French Monetary and Financial Code, by the Ordinance of FebruaryɄ20,Ʉ2014, and the Ministerial Decree and Order of NovemberɄ3, 2014. In particular, the payment of a fraction of the variable compensation awarded is deferred over time and is conditional. This payment is spread over at least the three fiscal years following the year in which the variable compensation is awarded and is contingent upon meeting presence and performance criteria. 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. As a reminder, the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period. FREE ALLOCATION OF PERFORMANCE SHARES The Chief Executive Officer is eligible to receive 20% of his gross annual fixed compensation as performance 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 gross annual compensation. FRINGE BENEFITS The Chief Executive Officer also receives social protection benefits whose terms are identical to those applicable to Natixis’ employees or implemented by BPCE Group for its executive officers. › 15% roll-out of the 2018-2020 Strategic Plan › 5% implementation of Natixis transformation › 5% managerial performance * Underlying data.

PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND AWARDING FIXED, VARIABLE

AND NON-RECURRING ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY

KIND ATTRIBUTABLE TO THE CHAIRMANOF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER After consulting with the Compensation Committee and before pay packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance. CHAIRMAN OF THE BOARD OF DIRECTORS The compensation for theChairman of theNatixis Board of Directors is set by the Board of Directors, taking into account both the Chairman’s career and market practices. Laurent Mignon’s annual fixed compensation for his duties as Chairman of the Board of Directors is €300,000 gross. The Chairman is eligible for directors’ attendance fees, but in accordance with the rules applicable within BPCE Group, the portion of directors’ fees going to BPCE directors (including that of the Chairman) is paid to BPCE and not to the directors. CHIEF EXECUTIVE OFFICER FIXED COMPENSATION The fixed compensation of Chief Executive Officer is established based on the skills and expertise required to perform his duties and is in line with market practices for similar roles. For fiscal year 2019, François Riahi’s fixed compensation remains unchanged from the previous fiscal year and amounts to €800,000 gross. ANNUAL VARIABLE COMPENSATION Furthermore, the compensation of the Chief Executive Officer is closely tied to the Company’s performance, especially through annual variable compensation that is contingent upon the achievement of predetermined targets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting with the Compensation Committee, are then submitted to a vote at the General Shareholders’ Meeting. The criteria include quantitative targets related to the financial performance of BPCE. As a reminder, Natixis is deeply embedded in BPCE Group in this regard, with intertwined strategic plans aimed at their mutual success. These criteria also include targets linked to Natixis’ performance as well as strategic targets.

COMPENSATION

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NATIXIS 2019 MEETING NOTICE

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