NATIXIS_REGISTRATION_DOCUMENT_2017

3 RISKS AND CAPITAL ADEQUACY Legal risks

MMR claim In 2007, Ixis Corporate & Investment Bank (the predecessor of Natixis) issued EMTNs (Euro MediumTerm Notes) indexed to a fund that invested in the Bernard Madoff Investment Securities fund. Renstone Investments Ltd (the apparent predecessor of MMR Investment Ltd) is alleged to have subscribed, via a financial intermediary acting as the placement agent, for these bonds in the amountof $50 million. In April 2012, MMR Investment Ltd filed a joint claim against Natixis and the financial intermediary before the Commercial Court of Paris, claiming not to have received the bonds, despite having paid the subscription price to the financial intermediary. The claim mainly concerns the reimbursement of the subscription price of the bonds and, and as an alternative, the annulment of the subscription on the grounds of defect in consent. On February 6, 2017, the Commercial Court of Paris dismissedall of MMR InvestmentLtd's claims. MMR Investment Ltd filed an appeal on March 27, 2017. The case is ongoing. Union Mutualiste Retraite In June 2013, Union Mutualiste Retraite filed three complaints against AEW Europe in relation to the acquisition and managementof two real estate portfolios in Germany between 2006 and 2008. The amounts claimed by Union Mutualiste Retraitetotal €139 million. On January 19, 2016, the Commercial Court of Paris ordered a stay of proceedings on the merits of the case, pending a final decision by the Paris Court of Appeal as requested by AEW Europe in early July 2015 in the context of an appeal for annulment (“appel-nullité”) submitted against the ruling of the CommercialCourt of July 1, 2015, which had declared the legal action by the claimants to be admissible. In an order dated July 17, 2017, the Paris Court of Appeal ruled the AEW Europe annulmentto be inadmissible. On October 25,2016, the CommercialCourt of Paris orderedthe two insurance schemes involved to honor, in respect of AEW Europe, the sanctions covered by the policies that may be ruled in favor of UMR in connectionwith the litigationand to cover the defense costs incurred by AEW Europe. One of the insurers concernedappealedthis decisionon December 7,2016. The case is ongoing. Securitization in the United States Since 2012, five separate legal proceedingsregardingresidential mortgage-backed security (RMBS) transactions executed between 2001 and mid-2007 have been initiated against Natixis Real EstateHoldingsLLC beforethe NewYork SupremeCourt. Two of these proceedings relate to accusations of fraud. One was dismissed in 2015 as time-barred. Some claims related to the second proceedingwere also dismissedas time-barred.That case, for the remaining claims, is currently in the discovery phase,and Natixisbelievesthat it has meritoriousdefenses. Three of these five proceedings have been brought against Natixis, purportedlyon behalf of certificateholders, alleging that Natixis failed to repurchase defective mortgages from certain securitizations. Natixis considers the claims brought against it

before the New York Supreme Court to be without merit for multiple reasons, including that they are time-barred under applicable statute of limitations and that the claimants do not have the legal standing to file the suit, and intends to defend itself vigorously. Another lawsuit was filed before a US federal court against Natixis Real Estate Holdings LLC and several subsidiaries, alleging violations of the False Claims Act in RMBS activities. Natixis filed a motion to dismiss the case in January 2017. Its request was granted in September 2017;as such, the dispute is now closed. EDA – Selcodis On June 18, 2013, through two separate complaints, Selcodis and EDA brought proceedings before the Commercial Court of Paris against Compagnie Européenne de Garanties et Cautions for the sudden terminationof commercialrelations followingthe refusalby the latter to grant EDA a guarantee. Through two new complaints filed on November 20, 2013, Selcodis and EDA also brought claims before the Commercial Court of Paris against Natixis, BRED and CEGC for unlawful agreements, alleging that such actions led to the refusal by CEGC to grant a guarantee to EDA and to the termination of variousloans by BRED. Selcodis is asking for compensation for the losses purportedly suffered as a result of the court-ordered liquidation of its EDA subsidiary, and is requesting that the defendants be ordered to pay damages and interest, which it assesses to be €32 million. For its part, EDA is requestingthat the defendantsbe ordered to bear the asset shortfall in its entirety, with its amount being calculatedby the court-appointedreceiver. Natixisand CEGCconsiderall of these claimsto be unfounded. These two cases (EDA – SELCODIS)are ongoing. MPS Foundation In June 2014,MPS Foundation(FondazioneMonte dei Paschi di Siena), an Italian foundation, filed a claim against 11 banks, including Natixis, which granted it financing in 2011 at the request of its previous executive officers, on the grounds that the financing thus granted was in violation of its bylaws, which state that MPS Foundation cannot hold debt exceeding 20% of its total balancesheet. The damagesclaimedby MPS Foundation againstthe banks and formerdirectorsamountto €285 million. Natixisconsidersthese accusationsto be unfounded. Following an objection as to jurisdiction, the Tribunal of Siena referred the case to the Tribunal of Florence on February 23, 2016. The case is still in progressbeforethe Tribunalof Florence. Formula funds Following an inspection by the AMF (French Financial Markets Authority) in February 2015 on Natixis Asset Management’s compliance with its professional obligations, particularly the management of its formula funds, the AMF's Enforcement Committee delivered its decision on July 25, 2017, issuing a warning and a fine of €35 million. The EnforcementCommittee found a number of failings concerning the redemption fees chargedto funds and structuringmargins.

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Natixis Registration Document 2017