NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

Corporate governance

Feedback on the work of the Appointments Committee a Approval of the Board of Directors’ report on corporate governance a Appointment of a new Chief Executive Officer a Reappointment of four directors a Co-opting of four new directors a Appointment of a new Chairman of the Board of Directors a

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Composition of Special Committees a Review of independent member status a Review of the summary assessment of the Board of Directors’ work a Convening of the General Shareholders’ Meeting and the Annual Meeting for holders of participating a securities Review of the related party agreements and guarantees authorized during previous fiscal years a Authorization to sign regulatory guarantees and agreements a Response to written questions from shareholders a Determination of the variable compensation of the Chief Executive Officer for fiscal year 2017, setting a of the fixed compensation of the Chief Executive Officer for fiscal year 2018, and establishment of the criteria for determining the variable compensation of the Chief Executive Officer for fiscal year 2018 Approval of the 2017 annual report on compensation for the regulated population under CRD IV a Allocation of performance shares as part of the 2018 Long-Term Incentive Plan a Free allocation of shares as part of deferred variable compensation a Review of the Risk and Compliance targets for compensation among the regulated population (2017 a summary and 2018 targets) Approval of the performance conditions for the regulated population and renewal of the employee a retention and performance plan Free allocation of shares as part of deferred variable compensation a Compensation for the regulated population a Report of the annual BPCE Inspection Générale division review of the regulated population under CRD a IV Information on the capital increase reserved for members of the Mauve 2018 savings plan a Renewal of the liquidity contract a Information on the capital increases following the allocation of free shares of February 2016 a Review of strategic projects a Opinion of the Central Works Council (CCE) as part of the consultation on strategic orientations in a accordance with Article L.2323-10 of the French Labor Code Opening/closing of operations and representative offices abroad a Total transfers of assets and liabilities (TUP) from Natixis subsidiaries to Natixis a Renewal of bond and warrant issue authorizations for fiscal year 2019 a Update of Natixis’ authorization to borrow from the Federal Reserve Bank of New York a Review of ESR Policy and Key ESR Activities a Implementation of the process set out in Article L.2323-7-1 of the French Labor Code on strategic a guidelines Update on Brexit a Feedback on the work of the Compensation Committee a Fixed compensation of the Chairman of the Board for fiscal years 2017 and 2018 a

Compensation

Financial transactions and strategy

Other items

Every three years (2010, 2013, 2016), Natixis enlists the services of an outside firm to assess the work of its Board and Committees. For 2018, Natixis conducted an internal assessment to review the structure, operation, and composition of the Board of Directors and its specialized committees and evaluate their overall performance. In addition to that, this year the assessment focused on the themes most often handled by the Board, namely results and investor relations, definition and monitoring of strategies, external growth projects, and risks and internal control.

At its February 12, 2019 meeting, in accordance with the recommendations of the Afep-Medef code, the Natixis Board of Directors examined the corruption and influence-peddling detection and prevention system.

Assessment of the work 2.3.1.4

of the Board of Directors in 2018 As in previous years, in 2018 Natixis assessed the work of its Board of Directors and specialized Committees, in accordance with recommendations set out in the Afep-Medef code regarding the correct governance of listed companies.

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Natixis Registration Document 2018