NATIXIS_REGISTRATION_DOCUMENT_2017

3 RISKS AND CAPITAL ADEQUACY Summary of annual risks

The use of these powersby a resolutionauthoritycould result in the full or partial write-down or conversion to equity (or other instruments)of shares or other securitiesof Natixis. In addition, the BRRD provides resolution authorities with broader powers to implement other resolution measures, which may include, among other things, the sale of the institution’s business to a third party or a bridge institution, the separation of assets, the replacement or substitution of the institution as obligor in respect of debt instruments,modificationsto the terms of debt instruments (including altering the maturity and/or the amount of interest payable and/or imposing a temporarysuspensionon payments)and discontinuingthe listing and admissionto trading of financialinstruments. As a member of Groupe BPCE, a resolution proceeding with respectto Natixiswould in all likelihoodbe linked to a resolution proceedingin respect of Groupe BPCE. The relevant resolution authority would manage the resolution proceeding at the level of BPCE, which would be the “single point of entry” of Groupe BPCE. Even if the resolutionproceedingresults from a difficulty encountered in a Groupe BPCE entity other than Natixis, it is possible that bail-in or other powers could be exercised in respect of Natixis, or that a controllingstake in Natixis could be sold to a third party or a bridge institution,in connectionwith a resolutionproceedinginitiatedin respectof GroupeBPCE. If the financial condition of Natixis or of Groupe BPCE deteriorates,or is perceivedto deteriorate,the existenceof the bail-in powers and other resolution powers could cause the market value of the shares and other securities of Natixis to decline more rapidly than would be the case in the absence of such powers. Public financial support would not be available exceptas a last resort,after resolutiontools, includingthe bail-in power, have been fully exhausted.

Holders of Natixis securities may suffer losses if Natixis undergoes resolution proceedings The Directive 2014/59/EU dated May 15, 2014, on Bank Recoveryand ResolutionDirective(the “ BRRD ”) and the Single Resolution Mechanism introduced by EU Regulation No. 806/2014of July 15, 2014, as enacted into French law by decree-Law No. 2015-1024 dated August 20, 2015, provide resolution authorities with the power to “bail in” capital instrumentsand eligible liabilities of an issuing institution such as Natixis,meaningwritingthemdown or (except in the case of shares) converting them to equity or other instruments, if resolution proceedings are initiated in respect of the issuing institution. A resolution proceedingmay be initiated in respect of an institutionif it or the group to which it belongs is failing or likely to fail, there is no reasonable prospect that another measure would avoid such failure within a reasonable time period, and a resolution measure is required to ensure the continuity of critical functions, to avoid a significant adverse effect on the financial system, to protect public funds by minimizingrelianceon extraordinarypublic financialsupport,and to protect client funds and assets, in particular those of depositors. Resolution authorities must write down capital instruments such as shares before initiating resolution proceedings, if the issuing institution is failing or likely to fail (and there is no reasonable prospect that another measure would avoid such failure within a reasonable time period) or requires extraordinary public support. Thereafter, the bail-in power may be exercisedby a resolutionauthority in respect of any remaining capital instruments, subordinated debt instruments, senior non-preferreddebt instruments and finally senior preferreddebt instruments,in reverse order of seniority, excludingcertain limitedcategoriesof liabilities.

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Natixis Registration Document 2017