NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

Management and oversight 2.3 of corporate governance

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The informationit contains takes into consideration,in particular, Annex I of European regulation (EC) 809/2004 of April 29, 2004 (amended) as well as recommendation No. 2012-02, consolidatingthe recommendationspublishedsince 2009, of the Autorité des Marchés Financiers (AMF – French Financial Markets Authority) report on corporate governance and director compensation,and specificallythe AMF’s 2017 report, published on November 22, 2017, the activity report from the High Committee on Corporate Governance (HCGE) published on October 12, 2017, and the Guide for compiling registration documents,also published by the AMF on December 10,2009, and amendedon December 17,2013, and on April 13,2015, and lastly, the June 2013 Guide to applying the Afep-Medef corporate governancecode for listed companies, supplemented by the HCGE in December 2014, November 2015 and November 2016.

The company refers voluntarily to the Corporate Governance Code for listed companies published by the Association Française des EntreprisesPrivées (Afep – French Associationof Private Sector Companies)and the Mouvementdes Entreprises de France (Medef – French BusinessConfederation),hereinafter referred to as the “Afep-Medef code”, which was revised in June 2013 and November 2015. The Afep-Medef code is available for consultation at the Company’s head office and on the Natixiswebsite:www.natixis.com.

In accordancewith the “apply or explain” rule provided for in Article L.225-37-4of the French Commercial Code and addressed in Article 27.1of the Afep-Medefcode, Natixis believes that its practices comply with the recommendationsof the Afep-Medefcode. However,certainrecommendationscould not be implementedfor the reasonsgiven in the table below:

SUMMARY TABLE ON COMPLIANCE WITH AFEP-MEDEF CODE RECOMMENDATIONS: IMPLEMENTATION OF THE R “APPLY OR EXPLAIN” RULE

Independent members do not make up two-thirds of the Natixis Audit Committee, as recommended by the Afep-Medef code, in order to represent the different components of the Company’s main shareholders (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a Groupe BPCE representative). Following the Afep-Medef code recommendations on the composition of the Audit Committee to the letter would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of diluting the quality of those Committees’ work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committees, which are, additionally, always chaired by an independent director. The number of independent directors on Natixis’ Appointments Committee is not greater than half the total number of members as recommended by the Afep-Medef code. It has a balanced composition (50% independent, 50% non-independent), and the Committee is chaired by an independent director. Like the Audit Committee, following the Afep-Medef code recommendations on the composition of the Appointments Committee to the letter would require that Natixis’ independent directors sit on more than three Special Committees, at the risk of diluting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It must be noted that Natixis does not have an executive director: Laurent Mignon is the Chief Executive Officer of Natixis but not an executive director. Natixis’ Board of Directors does not have a formal arrangement to hold a session without the executive director present. However, the Chief Executive Officer is not present at the part of the Board Meeting regarding the determination of his compensation and performance.

Audit Committee (Article 15.1 of the Code) “At least two-thirds of the Audit Committee members must be independent.”

Appointments Committee (Article 16.1 of the Code) “It […] must be predominantly comprised of independent directors.”

Session of the Board of Directors held without the executive officers (Article 10.3 of the Code) “The Board of Directors must provide for a meeting once a year […] without the executive or “in-house” directors.”

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Natixis Registration Document 2017