NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

Agreements and commitments authorized and entered into after the reporting period We have been informed of the following agreements and commitments authorized by the Board of Directors and entered into since the end of the fiscal year.

2.

Sale by Natixis of 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 (“Project Smith”) On February 12, 2019, the Board of Directors approved the conditions of Project Smith and authorized the signature of the following agreements: the agreement relating to the sale by Natixis to BPCE of all a shares held by Natixis in CECG, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”); the agreement relating to the sale by Natixis to BPCE of the a EuroTitres goodwill (the “EuroTitres Agreement”); and the following agreements annexed to the Disposal Agreement a and to the EuroTitres Agreement (the “Related Agreements”): the service agreement to be concluded between the j Company and BPCE covering certain services that must be provided by Natixis (or its subsidiaries) to BPCE (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service, the service agreement to be concluded between Natixis and j BPCE covering certain IT services that must be provided by Natixis (or its subsidiaries) to BPCE (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service,

the service agreement to be concluded between Natixis and j BPCE covering certain services that must be provided by BPCE (or its subsidiaries) to Natixis (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service, a mandate agreement to be concluded between Natixis and j BPCE and referred to in the Appendices (G) to the EuroTitres Agreement. The signing of the Disposal Agreement and the EuroTitres Agreement, which indicates a sale price of €2.7 billion, is in the interests of Natixis, given Project Smith’s strategic benefit to Natixis and the fair price. Project Smith has enabled Natixis to improve its strategic growth capacity and achieve, ahead of schedule, its 2020 target CET1 ratio of 11%. It also provides the Company with more strategic flexibility so it can accelerate the implementation of its asset-light model while consolidating its distinctive, high added-value expertise, which is light on capital and low on cost of risk. These agreements 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; and Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL SHAREHOLDERS’ MEETING

Agreements and commitments authorized during previous fiscal years In accordance with Article R. 225-30 of the French Commercial Code, we were notified that the following agreements and commitments, already approved by the General Shareholders’ Meeting in previous years, were still being executed in the previous fiscal year.

1.

Commitments made in favor

within Groupe BPCE. Moreover, any severance payment is subject to performance criteria and conditions. A non-compete agreement should his term of office as Chief a Executive Officer be terminated. This non-compete agreement is limited to a period of six months, and includes a payment equal to six months of the fixed compensation in effect on the date when his corporate office is terminated. It should be noted that the total amount of the severance payment and the non-compete payment may not exceed a cap set at 24 months’ monthly reference compensation, as defined in the commitment relating to his severance payment.

of François Riahi upon his appointment as Chief Executive Officer On May 2, 2018, Board of Directors authorized Natixis to sign, in favor of François Riahi: An agreement relating to the Chief Executive Officer's a severance payment based on performance conditions and criteria, and capping that payment. The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position

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Natixis Registration Document 2018