NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

SPECIAL COMMITTEES: OFFSHOOTS 2.3.2 OF THE BOARD OF DIRECTORS

Changes made to the Audit Committee in 2018 and since January 1, 2019:

Director

Capacity

Date of change Replaced by

To assist it in its review process and prepare for some of its deliberations, in accordance with the French Monetary and Financial Code, Natixis’ Board of Directors has five Special Committees: an Audit Committee, a Risk Committee, a Compensation Committee, an Appointments Committee, and a Strategic Committee, each chaired by an independent director. Audit Committee 2.3.2.1 – Organization A In 2018, the Audit Committee had five members: As of March 1, 2019, these members were:

Marguerite Bérard-Andrieu

Member, BPCE Permanent Representative

01/01/2018 Catherine Halberstadt

2

– Role and powers B Natixis’ Audit Committee has internal rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on February 9, 2017. Under the authority of the Natixis Board of Directors, the Audit Committee’s primary duties are: checking the clarity of information published by Natixis, a assessing the relevance of the accounting methods adopted for the preparation of Natixis’ individual and consolidated financial statements, monitoring the process of preparing financial information (preparing the financial statements, the management report, etc.) and making recommendations to guarantee the integrity of this information; monitoring the statutory audit of the quarterly, half-yearly and a annual consolidated financial statements and annual individual financial statements, as well as Natixis’ draft budgets and material off-balance sheet commitments, far enough in advance to allow their presentation to Natixis’ Board of Directors; and the half-yearly and annual management reports; monitoring the effectiveness of the internal control and risk a management systems with regard to the procedures for preparing and processing accounting and financial information; ensuring the Statutory Auditors’ adherence to the a independence conditions by which they are bound; accordingly, the Committee must: ensure that the fee amount paid by Natixis, or the j percentage of the net sales of the firms and networks represented by that fee, does not, by its nature, undermine the independence of the Statutory Auditors, establish the rules governing the services that the Statutory j Auditors may provide and governing the authorization of services other than the certification of the financial statements; monitoring the Statutory Auditors’ performance of their duties; a submitting a recommendation to Natixis’ Board of Directors for a the appointment of Statutory Auditors or auditing firms; reviewing the Statutory Auditors’ work schedule, the results of a their audits and recommendations, and any follow-up action thereof; issuing its opinion on the report presented to it on an annual a basis with regard to commercial relations between Natixis or one or more of its subsidiaries, and all or some of the entities forming Groupe BPCE; reporting regularly to the Board of Directors on the a performance of its duties. It also reports on the results of the certification of the financial statements, the way in which this duty contributed to the integrity of the financial information and the role it played in this process. Any difficulty encountered is reported without delay.

Catherine Pariset

Chairwoman

BPCE, represented by Catherine Halberstadt (position previously held by Marguerite Bérard-Andrieu until January 1, 2018)

Member

Sylvie Garcelon Françoise Lemalle Bernard Oppetit

Member Member Member

Two of the five members are independent members (Catherine Pariset and Bernard Oppetit). Catherine Pariset chaired the Audit Committee for the entire period. Two-thirds of the Audit Committee are not independent members, despite the Afep-Medef code's recommendation. This is so that the different components of the Company’s main shareholder are represented (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a representative of BPCE). However, the Committee is always chaired by an independent director. (See summary table on compliance with Afep-Medef code recommendations in section 2.3 of this chapter.) Furthermore, the opinions and recommendations of the Audit Committee are adopted if the majority of members present, including the Chairwoman, vote for them. The Audit Committee's Chairwoman and members have extensive accounting and financial expertise gained over the course of their professional careers. Catherine Pariset has a career in auditing spanning 35 years. Catherine Halberstadt was Chief Executive Officer of Banque Populaire du Massif Central for several years and possesses in-depth knowledge of retail banking and corporate financing. Sylvie Garcelon is Chief Executive Officer of CASDEN Banque Populaire, and as such has vast financial experience. Françoise Lemalle has extensive knowledge in accountancy, finance and auditing. Bernard Oppetit is a financial market specialist and has extensive experience in complex financial products and alternative investment companies.

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Natixis Registration Document 2018