NATIXIS - Meeting notice combined general shareholder's meeting

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 connection with his duties as Chairman of the Natixis Board of Directors, from which he resigned with effect from June 1, 2018; › Laurent Mignon received €175,000 gross (corresponding to 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 has ocɄcupied since June 1, 2018. COMPENSATION AND BENEFITS OF ANY KIND OF THE NATIXIS CHIEF EXECUTIVE OFFICER IN 2018 I. Components of Laurent Mignon’s compensation between JanuaryɄ1,Ʉ2018 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. a) The annual fixed compensation of Laurent Mignon is set at €960,000 for full fiscal year 2018, i.e. €400,000 for the period January 1 to June1,Ʉ2018; b) 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 Groupe BPCE's financial performance (net revenues for 4.2%, net income (Group share) for 12.5% and cost/income ratio for 8.3%) and 45% based on Natixis' financial performance (net revenues for 11.25%, net income (Group share) for 11.25%, cost/income ratio 11.25% and ROTE – Return on Tangible Equity for 11.25%); ◆ 30% individual strategic targets, (i) 15% of which related to 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 amount of variable compensation relative to January 1, 2018 to June 1, 2018, which will 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: ◆ €156,889 will be paid in 2019, 50% of which will be indexed to the Natixis share price; ◆ €295,845 will be deferred over three years, 50% of which will be indexed to the Natixis share price, and will be paid in three instalments in 2019 (100% in cash), 2020 (50% in cash and 50% indexed to the Natixis share price or in shares) and 2021 (100% indexed to the Natixis share price or in shares), provided that the presence and performance conditions are met.

Related-party agreements (resolution four) Resolution four concerns the approval of related-party agreements and commitments pursuant to Articles L.225-38 et seq. of the French Commercial Code, authorized by the Board of Directors during fiscal year 2018 and until the Board of Directors’ Meeting of February 12, 2019. These agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fiscal year 2018 and still effective, which do not need to be reapproved by shareholders (see Chapter 7, section 7.7 of the Natixis 2018 registration document). Since February 13, 2018, your Board has authorized the following agreements: › on September 12, 2018, the Board of Directors authorized the Company to enter into a negotiation agreement with respect to the sale of Natixis' Securities & Financial Guarantees (CEGC), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BCPE. Concerned by this agreement are Laurent Mignon, Catherine Halberstadt, Bernard Dupouy, Thierry Cahn, Françoise Lemalle, Alain Condaminas, Alain Denizot, Sylvie Garcelon and Stéphanie Paix in their role as Directors; › on February 12, 2019, the Board of Directors authorized the sale of the Securities & Financial Guarantees (CEGC), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of Natixis' Specialized Financial Services division to BPCE. Concerned by this agreement are Laurent Mignon, Catherine Halberstadt, Bernard Dupouy, Thierry Cahn, Françoise Lemalle, Alain Condaminas, Christophe Pinault, Sylvie Garcelon, Philippe Sueur and Nicole Etchegoïnberry in their role as Directors. Resolution four (Approval of the agreements and commitments covered by articlesǡL.225-38 etǡseq. of the French Commercial Code) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the special report of the Statutory Auditors on the agreements and commitments subject to the provisions of Articles L.225-38 et seq. of the French Commercial Code, hereby approves all provisions of this report and the new agreements mentioned therein (other than those authorized by the Board of Directors on February 13, 2018, which were already submitted to The General Shareholders’ Meeting on May 23, 2018), having been authorized by the Board of Directors during the fiscal year ended December 31, 2018, or after this date up until the Board of Directors’ Meeting in which the financial statements for the year ended Decemberǡ31,ǡ2018, were approved. Opinion on the components of compensation paid or granted in respect of the fiscal year ended December 31, 2018, to each executive corporate officer (resolutions five to eight) Resolutions five and six relate to components of compensation paid or granted, between January 1, 2018 and June 1, 2018, to François Pérol, Chairman of the Board of Directors, and to Laurent Mignon, Chief Executive Officer. Resolutions seven and eight relate to components of compensation paid or granted, between June 1, 2018 and December 31, 2018, to Laurent Mignon, Chairman of the Board of Directors, and to François Riahi, Chief Executive Officer.

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NATIXIS 2019 MEETING NOTICE

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