NATIXIS - 2018 Registration document and annual financial report

CORPORATE GOVERNANCE Management and oversight of corporate governance

INTEGRITY OF DIRECTORS 2.3.5

In line with the provisions of Article 27 of the bylaws, each shareholder may, subject to the terms and conditions and at the times fixed by law, request a copy of the documents needed to allow them to form an informed opinion on the management and control of the Company. The nature of the documents and the terms and conditions for their dispatch or availability are determined by law and regulations.

AND CONFLICTS OF INTEREST

In accordance with regulations, a list of the functions performed by the corporate officers of Natixis is included in this document. The knowledge, skills and experience of the directors, both individually and collectively, give the Board of Directors the breadth of expertise necessary to ensure that the Company is properly run and its business strategy is effective. Disclosure of conviction 2.3.5.1 To the best of Natixis’ knowledge, none of the members of the Board of Directors or Senior Management has been convicted of fraud, filed for bankruptcy, liquidation or receivership, convicted and/or punished by official or regulatory bodies, disqualified from acting as a member of administrative, management or supervisory bodies of an issuer, or from participating in the management or conduct of the business of an issuer within at least the previous five years. Conflicts of interest 2.3.5.2 Members of the Natixis Board of Directors include BPCE (Natixis’ main shareholder) and employees or individuals holding other jobs within Groupe BPCE, particularly in the Caisse d’Epargne and the Banque Populaire banks. Natixis and its subsidiaries maintain business relations with BPCE and the entities of Groupe BPCE. Furthermore, members of the Natixis Board of Directors include independent directors belonging to third-party groups that can maintain banking or business relations with Natixis or its subsidiaries. To the best of Natixis’ knowledge, these situations do not affect those directors’ independence of judgment, decision, and action, and there is no potential conflict of interest between the duties that the Board members owe to Natixis and other duties or private interests. When needed, the Internal Rules of the Board of Directors and the Compliance Charter set out a conflict of interest resolution system for all members of the Board of Directors. They also require Board members to notify the Chairman of the Board (or the Corporate Secretary of Natixis) of any conflict of interest and to abstain from voting on the corresponding resolution. To the best of Natixis’ knowledge, there are no service agreements binding members of the Board of Directors or Senior Management to Natixis that could confer benefits according to the terms of such an agreement and that might by their nature compromise the independence of members or interfere with their decision-making.

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Conditions for exercising 2.3.4.5 voting rights

In line with the provisions of Article 25 of the bylaws, and as an exception to the granting of double voting rights to any fully paid-up shares that can be proved to have been registered in the name of the same shareholder for at least two years as stipulated by Article L.225-123 Section 3 of the French Commercial Code, each member of the meeting has a right to as many votes as they hold or are represented by shares. Identification of shareholders 2.3.4.6 In line with the provisions of Article 5 of the bylaws, the Company may, subject to the conditions provided for by the laws and regulations in force, request from any authorized organization or intermediary, all information relating to the holders of shares conferring immediately, or in the future, the right to vote at Shareholders’ Meetings, notably their identity, nationality, address, the number of shares that they own and the restrictions that may be placed on these shares. Any individual or legal entity that directly or indirectly owns, alone or jointly, a 1% share of the voting rights or any multiple of this percentage, must notify the Company, by registered letter with acknowledgment of receipt, of the number of voting rights that they possess. This notice must be made within a period of 15 days following each acquisition or sale of this fraction. Failure to comply with the notification requirement referred to in the previous paragraph shall, at the request of a shareholder owning at least 1% of the voting rights, which request shall be recorded in the minutes of the meeting, cause any shares in excess of the fraction that should have been declared to be stripped of their voting rights for a period of two years following the date on which they were properly reported. Any shareholders that hold more than 1% of the voting rights and have already declared that they have crossed the statutory threshold may obtain or consult the list of shareholders that have crossed the statutory threshold at Natixis’ registered office or by contacting Natixis’ Investor Relations (30 avenue Pierre Mendès-France 75013 Paris).

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Natixis Registration Document 2018