NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

the periodic review of the platform’s regulatory environment, a observations made by local supervisors, and corresponding action plans; the periodic monitoring of the conclusions of Loan Review’s a work, a periodic control function dedicated to credit risk; the analysis of specific risk mitigation systems, such as a liquidity risks, operational risks, or the Code of Conduct. Compensation Committee 2.3.2.3 A – Organization In 2018, the Compensation Committee had five members. At March 1, 2019, those members were as follows:

the Internal Rules, the latest version of which was approved on December 17, 2014 by the Board of Directors. The Compensation Committee is responsible for submitting proposals to Natixis’ Board of Directors concerning: the amount and terms of compensation paid to the Chairman a of the Board of Directors of Natixis, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; the amount and terms of compensation paid to the CEO and, a where applicable, one or more Deputy CEOs, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; rules for allocating directors’ fees to Natixis directors and the a total amount submitted to the shareholders at Natixis’ General Shareholders’ Meeting for a decision; the monitoring of the compensation of the Chief Risk Officer a and the Compliance Officer; whether Natixis’ compensation policy complies with a regulations, including for the category of staff referred to in the French Ministerial Order of November 3, 2014, as well as for employees referred to in French Law No. 2013-672 on the Separation and Regulation of Banking Activities (“SRAB”) and Section 619 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), or regulated categories of staff within asset management (AIFMD) or insurance activities (Solvency II); the annual review of Natixis’ compensation policy, specifically a those employee categories whose professional activities are likely to have a significant impact on the risk profile of Natixis or the Group. The Compensation Committee may have cause to review and issue an opinion on the insurance taken out by Natixis to cover its executive officers’ liability. The Compensation Committee reviews proposals related to the employee savings plan, including plans for a capital increase reserved for Natixis employees, and, where applicable, plans for a stock subscription or purchase, or for an allocation of free shares to be submitted to the Board of Directors or the General Shareholders’ Meeting for approval. Natixis’ CEO provides the Compensation Committee with any documents that may assist it in performing its duties and to ensure it is fully informed. It confers with Natixis’ Internal Control Departments or outside experts as appropriate.

2

Nicolas de Tavernost Alain Condaminas

Chairman Member Member

Christophe Pinault (position previously held by Alain Denizot until December 20, 2018)

Anne Lalou Henri Proglio

Member Member

Three of the five members were independent until November 17, 2018 (1) (Anne Lalou, Henri Proglio and Nicolas de Tavernost). In accordance with Article 17.1 of the Afep-Medef corporate governance code, a majority of the Compensation Committee was composed of independent directors until that date, and the Committee was chaired by an independent director. Furthermore, the opinions and proposals of the Compensation Committee are adopted if the majority of members present, including the Chairman, vote for them. Changes made to the Compensation Committee in 2018 and since January 1, 2019:

Director

Capacity

Date of change Replaced by

Alain Denizot

Member

20/12/2018 Christophe Pinault

B – Role and powers

The role of Natixis’ Compensation Committee is to prepare the decisions that Natixis’ Board of Directors issues with regard to compensation, including Natixis employees who have a significant impact on the Company’s risk. The Compensation Committee’s powers and operating procedures are detailed in

See implementation of the “apply or explain” rule section 2.3 of this document (1)

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Natixis Registration Document 2018