NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Management and oversight 2.3 of corporate governance

This report was prepared pursuant to Article L. 225-37 of the French Commercial Code. The information it contains takes into consideration, in particular, Annex I of European regulation (EC) No. 809/2004 of April 29, 2004 (amended) as well as recommendation No. 2012-02, consolidating the recommendations published since 2009, of the Autorité des Marchés Financiers (AMF—French Financial Markets Authority) report on corporate governance and executive compensation, and specifically the AMF’s 2018 report, published on November 26, 2018, the activity report from the High Committee on Corporate Governance (HCGE) published on October 24, 2018, and the Guide for compiling registration documents, also published by the AMF on December 10, 2009, and amended on December 17, 2013, and on April 13, 2015, and lastly, the June 2013 Guide to applying the Afep-Medef corporate governance code for listed companies, supplemented by the HCGE in December 2014, November 2015 and November 2016 and June 2018.

The Company refers voluntarily to the Corporate Governance Code for listed companies published by the Association Française des Entreprises Privées (Afep—French Association of Private Sector Companies) and the Mouvement des Entreprises de France (Medef—French Business Confederation), hereinafter referred to as the “Afep-Medef code”, which was revised in June 2013, November 2015, November 2016 and June 2018. The Afep-Medef code is available for consultation at the Company’s head office and on the Natixis website: www.natixis.com. In accordance with the “apply or explain” rule provided for in Article L.225-37-4 of the French Commercial Code and addressed in Article 27.1 of the Afep-Medef code, Natixis believes that its practices comply with the recommendations of the Afep-Medef code. However, certain recommendations could not be implemented for the reasons given in the table below:

SUMMARY TABLE ON COMPLIANCE WITH AFEP-MEDEF CODE RECOMMENDATIONS: R IMPLEMENTATION OF THE “APPLY OR EXPLAIN” RULE

Independent directors no longer account for a third of Natixis' Board members, since Henri Proglio's term of office reached the recommended 12-year limit at the end of 2018. Independent directors account for 26.6% of Board members. Henri Proglio has been a member of the Board of Directors (or the Supervisory Board) since November 17, 2006. Consequently, as of November 17, 2018, Henri Proglio could no longer be considered an independent director based on the independence criteria used by the Company. The Board of Directors and Appointments Committee therefore began the process for selecting a new independent director. This process was still ongoing at the time this report was prepared. Henri Proglio has confirmed he will stop performing his duties as a Board member as soon as his successor is chosen. Independent members do not make up two-thirds of the Natixis Audit Committee, as recommended by the Afep-Medef code, in order to represent the different components of the Company’s main shareholders (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a Groupe BPCE representative). Strictly following the Afep-Medef code recommendations on the composition of the Audit Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of those Committees’ work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committees, which are, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Audit Committee are only adopted if the majority of members present, including the Chairman, voted for them. The number of independent directors on Natixis’ Appointments Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef code. Until November 17, 2018, it had a balanced composition (50% independent, 50% non-independent), and the Committee was chaired by an independent director*. Like the Audit Committee, strictly following the Afep-Medef code recommendations on the composition of the Appointments Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Appointments Committee are only adopted if the majority of members present, including the Chairman, voted for them.

Independent directors (Article 8.3 of the Code)

“In controlled companies, independent directors should account for at least a third of Board members.”

Audit Committee (Article 15.1 of the Code) “The proportion of independent directors on the audit committee should be at least equal to two-thirds...”

Appointments Committee (Article 16.1 of the Code) “It […] must mostly consist of independent directors.”

66

Natixis Registration Document 2018