NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

periodically, at least once a year, assessing the knowledge, a skills and experience of the Board of Directors, both individually and collectively, and presenting it with a report on this topic; periodically scrutinizing the policies of the Board of Directors a on selecting and appointing Natixis’ executive managers, Deputy CEOs and the Chief Risk Officer and making recommendations thereon. Qualification as an independent director is discussed by the Appointments Committee, which prepares a report for the Board. Each year, based on this report and before the publication of the annual report, the Board of Directors reviews the status of each of its members based on independence criteria set out in Article 2.3.2 of the Board of Directors’ Internal Rules (see Section 2.3.1.1 of this registration document) . C – Work of the Appointments Committee in 2018 The Appointments Committee met three times in fiscal year 2018. The attendance rate was 88%. Each director’s individual attendance rate for Appointments Committee meetings is provided in Section 2.2 of this chapter (see directors’ individual fact sheets) . Within a reasonable amount of time before a Committee 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.

B – Role and powers The responsibilities assigned to Natixis’ Appointments Committee are, in essence, reviewing the selection of corporate officers and members of the Board, and assessing their individual and collective expertise, as well as the effectiveness of the Board of Directors. The Appointments Committee’s powers and operating procedures are described in detail in the Internal Rules of the Board of Directors, the latest version of which was issuing an opinion and, upon request from Natixis’ Board, a making proposals and recommendations to the Board on the appointment of a CEO and, when appropriate, one or more Deputy CEOs of Natixis; issuing an opinion and making recommendations to the Board a of Directors on the selection/appointment of directors; evaluating the balance and diversity of knowledge, skills and a experience that the Board members have, both individually and collectively; detailing the duties and the qualifications required for serving a on Natixis’ Board of Directors, and assessing the time to be spent on that service; deciding on a policy and a set of targets for the balanced a representation of men and women on the Board of Directors. The Committee prepares a policy aimed at achieving those targets. Natixis’ target and policy as well as the implementation procedures are made public; periodically, at least once a year, assessing the structure, size, a composition and effectiveness of the Board of Directors with regard to the responsibilities that are assigned to it, and submitting any useful recommendations to the Board; approved on December 17, 2014. The Committee’s primary duties are:

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In 2018, the Committee focused on the following areas:

Independence of directors Verification of independence criteria for each director a Makeup of the Board of Directors and reorganizing governance Opinion on the selection of a new Chief Executive Officer a

Opinion on the co-option of a new director and their appointment as Chairman of the Board of a Directors Review of the procedure for selecting independent directors a Review of the implementation of staggered reappointments of directors and the reappointment of a four directors Opinion on the co-option of new directors a Analysis of the qualifications needed for the duties carried out on the Board of Directors a Evaluation of the balance and diversity of knowledge, skills and experience that the Board members a have, both individually and collectively Identification of a person or a dominant group within the Board of Directors who might be a detrimental to Natixis’ interests

On March 14, 2018, in the interest of spreading out terms of office more evenly, as recommended by the Afep-Medef code, the Appointments Committee accepted the resignation of four directors whose terms of office were to expire at the adjournment of the May 2019 General Shareholders' Meeting convened to approve the financial statements for the year ending December 31, 2018. The four directors resigned, effective upon

the adjournment of the May 23, 2018 Board meeting held before the Annual General Shareholders' Meeting on the same day, and agreed to be reconsidered for directorships at the same meeting. In addition, on February 8, 2019, the Appointments Committee issued a favorable opinion on the Board's diversity policy.

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Natixis Registration Document 2018