NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

At its February 12, 2019 meeting, the Board of Directors reviewed the terms and conditions of “Project Smith,” i.e. Natixis' proposed sale of its Specialized Financial Services division's Securities & Guarantees (CEGC), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and securities custody/account administration (EuroTitres) businesses to BPCE. It also reviewed the draft agreement for the sale by Natixis to BPCE of all shares held by Natixis in CEGC, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”) and the agreement for the sale by Natixis to BPCE of EuroTitres' goodwill (the “EuroTitres Agreement”). After this review, the Board authorized Natixis to sign the Disposal Agreement and the EuroTitres Agreement, including their appendices. The Board believes that Project Smith and the signing of the Disposal Agreement and the EuroTitres Agreement, which indicates a total sale price of €2.7 billion, is in the interests of Natixis, given the Project’s strategic benefit to the Company 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 in capital and low on cost of risk. At its meeting of February 12, 2019, it also reviewed all related party agreements that have been authorized by the Board over previous fiscal years, which continued to have an impact during the 2018 fiscal year. Based on the criteria used for its initial approval, the Board of Directors upheld the authorization of all these agreements. With regard to Article L.225-37-4 2° of the French Commercial Code, which requires the management report to state any

agreements entered into directly or through an intermediary by, as the first party, the CEO, one of the directors or one of the shareholders with a voting right of more than 10% in a company and, as the second party, another company in which the first party directly or indirectly holds more than half the capital, no agreement meets these criteria for fiscal year 2018. Work of the Board of Directors 2.3.1.3 in 2018 The Board of Directors held a total of 11 meetings in 2018. The attendance rate was 94% for the year as a whole (versus 95% in 2017). Each director’s individual attendance rate for Board of Directors’ Meetings is provided in Section 2.2 of this chapter (see directors’ individual fact sheets) . Within a reasonable amount of time before a Board meeting, a digital file containing the items on the agenda is sent to each director via the secure DiliTrust electronic platform for review and analysis in preparation for the meeting. The Chief Executive Officer attended all meetings, except for the meeting during which his compensation was discussed, so that the Board members could hear his opinion on important issues and ask him any questions that they deemed relevant. The Chief Financial and Strategy Officer (replaced by the Chief Financial Officer after August 6, 2018), the Corporate Secretary and, as and when required, one or more business line heads have been invited to provide further information on subjects raised in meetings. The Central Works Council representatives also attended the meetings.

The main topics addressed by the Board of Directors in 2018 were as follows:

Natixis’ financial and cash position, and its commitments

Review of the quarterly and half-yearly financial statements and approval of the annual financial a statements (parent company and consolidated) Update to the 2018 budget and review/approval of the 2019 budget a Economic and benchmark reviews/Business market review/Life of the stock a Review and approval of press releases a Approval of the Board’s management report including the corporate governance report and the report a on the use of authorizations to increase the Company's share capital in 2017 Feedback on the work of the Audit Committee a Feedback on the work of the Risk Committee and the US Risk Committee a Reports on terms for exercising internal control and on measuring and monitoring risk a Update of indicators in the Risk Appetite Statement and Risk Appetite Framework a Oversight of the framework required by the Ministerial Order of November 3, 2014: oversight of the a internal control governance system, monitoring of aggregate limits by risk type, monitoring of compliance risks Liquidity monitoring (liquidity risk tolerance level, emergency plans) a Approval of the ALM standards a Review of whether the product and service prices offered to clients are in line with Natixis’ risk a strategy. Update on the equity derivatives situation in Asia a Report on internal control activity and results a Approval of the customer complaint handling mechanism a Overview of the senior management report (Volcker Rule) and update on the Volcker sector manual a Tracking of procedures with regulators a

Internal control Risk management Compliance

74

Natixis Registration Document 2018