NATIXIS - 2018 Registration document and annual financial report

LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments

Statutory Auditors’ special report 7.7 on related-party agreements and commitments

General Shareholders' Meeting called to approve the financial statements for the fiscal year ended December 31, 2018

To the Shareholders, NATIXIS 30 avenue Pierre Mendès France 75013 Paris

In our capacity as your Company’s Statutory Auditors, we hereby submit our report on related-party agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the key features, terms and conditions as well as the reasons justifying the relevance for the Company of the contractual agreements and commitments that have been indicated to us or that we may have identified in the performance of our assignment. It is not our role to comment as to whether they are beneficial, or to ascertain the existence of any other agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code, to assess the benefits resulting from these agreements and commitments prior to their approval.

In addition, we are required to inform you, in accordance with Article R. 225-31 of the French Commercial Code, of the execution during the past fiscal year of the agreements and commitments already approved by the General Shareholders’ Meeting. We performed the procedures we considered necessary to comply with the professional code of the Compagnie Nationale des Commissaires aux Comptes (France’s National Association of Statutory Auditors) relating to this assignment. Our work consisted in verifying that the information provided to us is consistent with the underlying documents from which it was extracted.

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AGREEMENTS AND COMMITMENTS SUBMITTED FOR THE APPROVAL OF THE GENERAL SHAREHOLDERS’ MEETING

Agreements and commitments authorized and entered into during the past fiscal year In accordance with Article L. 225-40 of the French Commercial Code, we were informed of the following agreements and commitments entered into during the past fiscal year that were approved by the Board of Directors.

1.

Negotiation Agreement relating to Natixis selling the Securities & Financial Guarantees (CECG), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE. At its September 12, 2018 meeting, the Board of Directors authorized the signing of a Negotiation Agreement relating to the sale by Natixis of the Securities & Financial Guarantees, Leasing, Factoring, Consumer Finance, and Securities Services businesses of its Specialized Financial Services division to BPCE. The signing of the Negotiation Agreement, which indicates a total sale price of €2.7 billion, is in the interests of the company, given the project’s strategic benefit to Natixis. This is because the transaction will enable Natixis to accelerate the development of its asset-light model. This would allow Natixis to invest up to €2.5 billion over the duration of its New Dimension strategic

plan, primarily in asset management activities, compared to the initially planned €1 billion. This agreement will be presented for approval at the May 28, 2019 General Shareholders' Meeting. Corporate officers concerned on the applicable date: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Stéphanie Paix, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis. This agreement had no financial impact in 2018.

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Natixis Registration Document 2018