NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

renewed the terms of office of Bernard Oppetit, Anne Lalou, j Thierry Cahn and Françoise Lemalle for four years, i.e. until the 2022 General Shareholders’ Meeting to approve the financial statements for the year ending on December 31, 2021. These four directors had resigned from their offices effective at the end of the Board of Directors meeting on May 23, 2018 preceding the Annual General Shareholders’ Meeting that met the same day, in order to avoid reappointing large numbers of directors in 2019 all at once, and to stagger reappointments more evenly; on May 23, 2018, the Board of Directors reappointed Thierry a Cahn, Anne Lalou, Françoise Lemalle, and Bernard Oppetit as members of the Special Committees of the Board, following their reappointments as directors; on June 1, 2018, the Board of Directors acknowledged the a resignation of François Pérol from his duties as Director and Chairman of the Board of Directors of Natixis and decided, following the approval of the Appointments Committee, to: co-opt Laurent Mignon as Director to replace François Pérol j for the remainder of the latter’s term of office, i.e. until the end of the 2019 General Shareholders’ Meeting to approve the financial statements for the 2018 fiscal year,

appoint Laurent Mignon as Chairman of the Board of j Directors for the duration of his directorship, i.e. until the end of the 2019 General Shareholders’ Meeting to approve the financial statements for the fiscal year ending December 31, 2018; on December 20, 2018, the Board of Directors decided to: a co-opt Nicole Etchegoïnberry to replace Stéphanie Paix, who j resigned, to serve out the remainder of the latter’s term of office, i.e. until the end of the 2020 General Shareholders’ Meeting to approve the financial statements for the fiscal year ending December 31, 2019, co-opt Christophe Pinault to replace Alain Denizot, who j resigned, to serve out the remainder of the latter’s term of office, i.e. until the end of the 2019 General Shareholders’ Meeting to approve the financial statements for the fiscal year ending December 31, 2018; on February 12, 2019, the Board of Directors of Natixis decided a to submit a resolution at the May 28, 2019 General Shareholders' Meeting to appoint Daniel de Beaurepaire as a replacement for Philippe Sueur, whose term of office is due to expire at the end of that General Shareholders' Meeting. Daniel de Beaurepaire is currently Chairman of the Steering and Supervisory Board of Caisse d'Epargne Ile-de-France. In addition to reiterating the rules governing the composition of the Board of Directors, this policy describes the criteria used to ensure the Board's diversity (in terms of education, professional experience, age, nationality, and the long-term target of at least 40% women), and the qualifications needed to perform the duties of a Board member (solid understanding of the banking and financial sector, awareness of all kinds of risk, strategic vision). This policy will be applied when a new director is appointed and when the Appointments Committee and the Board perform their annual review of the Board's composition. Accordingly, whenever a director is appointed, a “fit and proper” report outlining the candidate's experience and skills, as well as their status with respect to other offices held simultaneously, availability, integrity and conflicts of interest, accompanied by their résumé, is sent to the members of the Appointments Committee for review. The Committee then provides the Board with its opinion. The Board of Directors approved this policy at its meeting of February 12, 2019. In accordance with Article 9 of the Natixis bylaws, each director must own at least one hundred and forty (140) Company shares during their term of office. Furthermore, in accordance with the recommendations of the Afep-Medef code and the provisions of Article 3 of the Compliance Charter for members of the Board of Directors (see Section 2.3.1.2 -C) , the Directors are asked to hold at least one thousand (1,000) Company shares within 18 months of joining the Board.

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In accordance with the staggered appointments procedure initiated at the Combined General Shareholders' Meeting on May 23, 2018, the current terms of office expire as follows: 2019 AGM BPCE, Laurent Mignon, Bernard Dupouy, Catherine Pariset, Christophe Pinault, Henri Proglio, Philippe Sueur 2020 AGM Alain Condaminas, Nicole Etchegoïnberry, Sylvie Garcelon 2021 AGM Nicolas de Tavernost 2022 AGM Thierry Cahn, Anne Lalou, Françoise Lemalle, Bernard Oppetit

After considering the report submitted by the Appointments Committee, the Board of Directors of Natixis discussed, as it does each year, the best way to balance its membership, especially in terms of the knowledge, expertise and experience contributed by its members, both individually and collectively. The Board concluded that the range of knowledge, expertise and experience of its members is sufficiently broad, complementary, and balanced to state that: individually, each one of the directors can contribute usefully to a the work of the Board and the Special Committees; and collectively, the Board has the ability to make informed a decisions and the breadth of expertise necessary to ensure that the Company is properly run and its business strategy is effective. The Board of Directors also analyzed the qualifications needed for the duties performed within the Board of Directors and determined the knowledge, experience, and expertise required for all of its members. The Appointments Committee, at its February 8, 2019 meeting, endorsed the diversity policy applicable to Natixis directors. In the firm belief that the Board of Directors can only be improved by a balanced, skilled and ethical membership, Natixis wanted to establish a diversity policy that ensures that its Board of Directors is always able to make appropriate decisions as a group, while taking into account Natixis' business model, risk appetite and strategy.

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Natixis Registration Document 2018