NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

As of November 17, 2018,* the Compensation Committee no longer mostly consists of independent directors.

Compensation Committee (Article 17.1 of the Code) “It […] must mostly consist of independent directors.”

It must be noted that Natixis does not have an executive director: François Riahi is the Chief Executive Officer of Natixis but not an executive director. Natixis’ Board of Directors does not have a formal arrangement to hold a session without the executive officer present. However, the Chief Executive Officer is not present at the part of the Board Meeting during which his performance is evaluated and his compensation is determined. The Chief Executive Officer’s non-competition benefit is not be paid in installments. This is because the commitments made to the Chief Executive Officer when he was appointed by the Board of Directors on May 2, 2018 were made before the publication of the revised Afep-Medef code on June 21, 2018 that included this provision. Natixis will review the matter of complying with this provision when François Riahi is reappointed.

Session of the Board of Directors held without the executive officers (Article 10.3 of the Code) “It is recommended that at least one meeting not attended by the executive officers should be organized each year.” Payment of the non-competition benefit (Article 23.6 of the Code) “The non-competition benefit must be paid in installments during its term.”

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See comment on Henri Proglio with respect to Article 8.3 of the Afep-Medef Code *

Henri Proglio, who was considered an independent member a until November 17, 2018. Pursuant to Articles L.225-23 and L.225-27-1 I of the French Commercial Code, Natixis’ Board of Directors does not have any employee directors, or any employee shareholder directors. Conversely, two representatives of the Central Works Council attend every Board of Directors’ Meeting in an advisory capacity. Until November 17, 2018, one third of the members of the Board of Directors was independent. The four independent directors at Natixis are: Catherine Pariset (since released from her professional duties); Anne Lalou (Dean and Managing Director of Web School Factory, Managing Director of Innovation Factory); Bernard Oppetit (Chairman of Centaurus Capital Limited, which he founded); and Nicolas de Tavernost (Chairman of the Management Board of Groupe M6). As is the case every year, at its meeting of December 20, 2018, and following the report submitted by the Appointments Committee, Natixis’ Board of Directors examined each director’s expertise, judgment and freedom of thought and expression and, more specifically, whether they fit the independence criteria recommended by the Afep-Medef code and the criteria in the Board’s Internal Rules (see 2.3.1.2 “Role and Powers of the Board of Directors”) . In particular, the Board of Directors focused on the appraisal of whether the companies in which the independent directors hold corporate office have a significant business relationship with Natixis or its corporate group. Natixis applies the concept of a “reference banker”, i.e. “a banker essential to all requirements of the Company”, to assess the importance of business relationships, identify any situation of dependency on Natixis, and finally gauge whether these relationships are likely to affect the independence of the director’s judgment. To this end, the Board of Directors analyzes a range of indices, criteria and parameters including the duration, extent and nature of the banking, trade or consulting relationships; the volume of commitments and the weight of Natixis compared to total indebtedness; and the Company’s liquidity requirements. Based on this review, it determined that Natixis is not the “reference banker” for the companies in which its independent directors exercise their executive duties or corporate offices.

At the Combined Shareholders' Meeting of April 30, 2009, Natixis changed its form of governance from a French société anonyme (a public limited company) with a Supervisory Board and a Management Board to a French société anonyme with a Board of Directors. This form of corporate governance was chosen to create a single custodian of Natixis' best interests and value creation. It permits unity of action, which is an essential requirement in terms of control, responsiveness and foresight in Company management. At its meeting of April 30, 2009, Natixis' Board of Directors opted to separate the positions of Chairman of the Board and Chief Executive Officer. This decision was a result of the Company's desire to comply with best practices in corporate governance and to make a clear distinction between the strategic direction, decision-making and control functions that come under the Board of Directors' responsibilities, and the operational and executive functions that fall to the Chief Executive Officer. Following the merger of Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d'Epargne (CNCE) that resulted in the creation of BPCE, Natixis has been majority-owned by BPCE since August 1, 2009. As of December 31, 2018, BPCE held a 71% stake in Natixis. Organization 2.3.1.1 As indicated above, Natixis’ Board of Directors had 15 members at March 1, 2019. The members are divided up as follows: two members from BPCE, namely Laurent Mignon and BPCE a itself, represented by Catherine Halberstadt; four members from the Banque Populaire banks, namely a Sylvie Garcelon, Thierry Cahn, Alain Condaminas and Bernard Dupouy; four members from the Caisse d’Epargne, namely a Françoise Lemalle, Nicole Etchegoïnberry, Christophe Pinault and Philippe Sueur; four independent members, namely Anne Lalou, a Catherine Pariset, Bernard Oppetit and Nicolas de Tavernost. BOARD OF DIRECTORS 2.3.1

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Natixis Registration Document 2018