NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

Barring exceptions, it meets weekly, chaired by the CEO. Except where circumstances prevented them from doing so, the members of the Senior Management Committee were present at all meetings in 2018. Representatives from the business lines or different support functions were invited to present projects or policies falling within their departmental remits. 2018 was the first year that the 2018-2020 New Dimension strategic plan was implemented across all Natixis business lines. New Dimension sets out three powerful initiatives to give its clients a broader range of high added-value solutions: deepening the business model transformation that it successfully began under the New Frontier plan, allocating a significant portion of its investments to digital technologies and differentiating itself by taking the lead in the areas where Natixis’ teams are recognized for their exceptional skills. In this context, the Senior Management Committee studied the opportunities for external growth in Asset Management, Payments, M&A and Specialized Financial Services and supervised various projects or initiatives. As a result, the Senior Management Committee studied and validated all strategic transactions being carried out by Natixis, before they were presented to the Company’s Board of Directors. These include the acquisition of a majority stake in Comitéo; the purchase of Banque Postale’s 50% stake in Titres Cadeaux, making Natixis the sole shareholder; strategic investments in three independent Mergers & Acquisitions consulting firms (Fenchurch Advisory Partners in the United Kingdom, Vermilion Partners in China, and Clipperton in France); the establishment of a long-term partnership between Natixis and ODDO BHF to create a leader in continental Europe's equity markets; and, in the field of Asset & Wealth Management, the sale of Axeltis and Sélection 1818, and the acquisition of Massena Partners. It oversaw the plan for Natixis to sell and BPCE to acquire the Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines, which be completed by the end of the first quarter of 2019. This project will help Groupe BPCE strengthen its universal banking model, adapt to new practices, and better serve the customers of the Banque Populaire banks and Caisses d’Epargne, while also serving as an opportunity to raise Natixis’ acquisition capacity under the New Dimension plan from €1 billion to a total of €2.5 billion. Furthermore, the Senior Management Committee oversaw Natixis’ adaptation to changes in the economic and regulatory environment in the banking and insurance sectors. It regularly monitored regulatory changes and draft regulations (GDPR, Volcker, corruption prevention system, etc.) and large business-line-specific projects like the #INNOVE2020 project in the general insurance lines. It also encouraged initiatives to strengthen its brand image by organizing the first Natixis Investment Managers Summit, a high-quality event for Asset Management customers, and improving the brand platform, particularly the employer brand. The Senior Management Committee continued to work on implementing the Transformation and Operational Excellence program. Under this program, Natixis has committed to making substantial investments, especially in technology, in order to generate cost savings. The Senior Management Committee regularly examined the Company’s business development and results during its meetings throughout the year. It studied the annual, half-yearly and quarterly financial statements, before they were presented to the Board of Directors, and was involved in defining financial communications for the Company.

disclosure to the ACPR of any accounting or financial a documents that the ACPR may request, and responses to any questions or requests for information, per Articles L.571-4 to L.571-9 of the same Code; the periodic evaluation and control of the effectiveness of the a mechanisms and procedures set up to comply with the French Ministerial Order of November 3, 2014 on internal control of banking sector businesses; the determination of d requirements. a In this context, the executive managers are authorized to request and receive all useful information from any division, department, controlled entity or subsidiary of Natixis. In the event of the absence of the Chief Executive Officer, the other executive managers will ensure business continuity until the Board of Directors appoints a new Chief Executive Officer based on a recommendation by the Appointments Committee. In accordance with Article L.225-37-4 6, as part of Natixis' New Dimension strategic plan, the Company set gender equity targets, according to which women should represent 20% of Senior Management Committee members, 30% of Global Leaders (inner leadership circle) and 40% of Purple Leaders (extended leadership). These targets were applied to the various business lines in 2018 (See Chapter 6, Section 6.6.1.2) Role and powers of the CEO 2.3.3.2 In accordance with Article 15 of the bylaws, the Chief Executive Officer is vested with the broadest powers to act on behalf of the Company under all circumstances. He exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved for Shareholders’ Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules. He represents the Company in its relations with third parties. The Board of Directors may appoint a Chief Executive Officer selected from among its directors or otherwise. The Chief Executive Officer may delegate a portion of his powers to any corporate officer of his choosing, with or without the option of substituting one for another. In light of this fact, Natixis has a comprehensive system for assigning and monitoring delegations of authority, including signing authority, which encompasses the delegation of Senior Management responsibilities to members of the Senior Management Committee. Furthermore, each business line and support function has defined and regularly updates its own signing authority rules, in keeping with the fundamental principles laid down by Senior Management. On the Chief Executive Officer’s recommendation, the Board of Directors may appoint one to five Deputy Chief Executive Officers from among the directors or otherwise to assist the Chief Executive Officer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief Executive Officers. They have the same powers with respect to third parties as the Chief Executive Officer. Work of the Senior Management 2.3.3.3 Committee in 2018 Following Natixis’ conversion into a French société anonyme with a Board of Directors, a Senior Management Committee was set up in early May 2009 in order to examine and validate the Company’s main decisions and steer its management.

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Natixis Registration Document 2018