NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Strategic Committee 2.3.2.5 A – Organization

SENIOR MANAGEMENT 2.3.3

Organization 2.3.3.1 The Chief Executive Officer is responsible for the Natixis’ senior management, in accordance with the Board of Directors’ decision of April 30, 2009 to separate the offices of Chairman of the Board and Chief Executive Officer. On April 30, 2009, the Board appointed Laurent Mignon as Chief Executive Officer starting May 14, 2009 for a six-year term. Laurent Mignon’s term of office was renewed by Natixis’ Board of Directors on February 18, 2015 for a period of four years, ending after the 2019 General Shareholders’ Meeting called to approve the financial statements for the fiscal year ending on December 31, 2018. On April 27, 2018, the Board of Directors accepted the resignation of Laurent Mignon from his duties as Chief Executive Officer of Natixis, effective June 1, 2018, and decided, following the favorable opinion of the Appointments Committee, to appoint François Riahi as his replacement effective June 1, 2018, for a period of four years ending with the adjournment of the 2022 Natixis General Shareholders' Meeting held to approve the financial statements for the fiscal year ending December 31, 2021. François Riahi therefore became Executive Manager of Natixis (“dirigeant effectif”, as defined by Article L.511-13 and L. 532-2 of the French Monetary and Financial Code). The Chief Executive Officer subsequently set up a Senior Management Committee (SMC), which he chairs. It consists of the heads of Natixis' four main businesses (Asset & Wealth Management, Corporate & Investment Banking, Insurance and Specialized Financial Services) and support functions. At March 1, 2019, the Senior Management Committee's members were: Gils Berrous (Specialized Financial Services), Véronique Sani (Operations and Information Systems), Pierre Debray (Risks), Anne Lebel (Human Resources), Jean-François Lequoy (Insurance), Nathalie Bricker (Finance and Strategy), André-Jean Olivier (Corporate Secretary), Jean Raby (Asset & Wealth Management), Pierre-Antoine Vacheron (Payments) and Marc Vincent (Corporate & Investment Banking). As Natixis’ decision-making body, the Senior Management Committee is responsible for reviewing and approving the Company’s core strategy; overseeing its management, especially regarding the Company’s strategy and budget; major projects and investments; defining its organization and Human Resources; monitoring the performance of its business lines and its results; and monitoring its activities. Lastly, Natixis has an Executive Committee that brings together the members of the Senior Management Committee and the heads of certain business lines and support functions essential to the Company’s success (see members of the Executive Committee, Section 2.1 of this chapter) . The Committee’s role mainly focuses on information and monitoring. Additionally, pursuant to Article L.511-13 and L.532-2 of the French Monetary and Financial Code, Natixis’ Board of Directors appointed three executive managers: François Riahi, Chief Executive Officer; Gils Berrous, Head of Specialized Financial Services; and Marc Vincent, Head of Corporate & Investment Banking. In this capacity, François Riahi, Gils Berrous and Marc Vincent stand surety and assume full liability toward the supervisory authorities, specifically the Autorité de Contrôle Prudentiel et de Résolution (ACPR—French Prudential Supervisory Authority for the Banking and Insurance Sector) and the European Central Bank (ECB), for the following activities: the bank’s effective management, within the meaning of a Article L.511-13 of the French Monetary and Financial Code;

The Strategic Committee is made up of all the directors as well as the members of the Senior Management Committee of Natixis. The Strategic Committee has been chaired by Anne Lalou since February 10, 2016. B – Role and powers The responsibilities assigned to the Strategic Committee are to thoroughly examine the overall strategy of Natixis and its business lines, and to share senior management’s vision for Groupe BPCE. In addition, the meetings of this Committee are opportunities for the Board of Directors to get to know the management team that works with the Chief Executive Officer better and improve the Board’s working methods. C – Work of the Strategic Committee in 2018 The Strategic Committee meets once a year. The attendance rate was 93%. 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. In 2018, the Natixis Strategic Committee met to analyze the following points: the initial results of the New Dimension strategic plan and the a economic and regulatory outlook; the environment of the Payments division and its opportunities a for external growth; focus on Asset Management and growth opportunities; a the strategic plan’s adaptation to CIB and the division's a ambitions; progress made on major projects currently underway in a connection with the strategic plan for the Insurance division. In accordance with the Afep-Medef code, during this meeting the Strategic Committee presented the Company’s significant achievements in terms of Environmental and Social Responsibility (ESR), particularly with regard to risk management, sustainable business development, communication and relationships with stakeholders, and initiatives developed to reduce Natixis’ environmental footprint or to consider CSR criteria when determining compensation. The directors and Senior Management Committee members used the opportunity to discuss Natixis' strategic priorities going forward, as well as the focus areas of the New Dimension Plan.

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Natixis Registration Document 2018