NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Since the Combined Shareholders' Meeting of April 30, 2009, Natixis changed its form of governance from a French société anonyme (a public limited company) with a Supervisory Board and a ManagementBoard to a French société anonyme with a Boardof Directors. This form of corporate governance stems from the desire to create a single custodian of Natixis' best interests and value creation. It permits unity of action, which is an essential requirementin terms of control, responsivenessand foresight in Companymanagement. At its meetingof April 30, 2009, Natixis'Board of Directorsopted to separate the positions of Chairman of the Board and Chief Executive Officer. This decision was a result of the Company's desire to complywith best practicesin corporategovernanceand to make a clear distinction between the strategic direction, decision-makingand controlfunctionsthat come under the Board of Directors' responsibilities,and the operational and executive functionsthat fall to the Chief ExecutiveOfficer. Following the merger of Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d'Epargne (CNCE) that resulted in the creation of BPCE, Natixis has been majority owned by BPCE since August 1, 2009. As of December31, 2017, BPCEheld a 71%stake in Natixis. Organization 2.3.1.1 As indicated above, Natixis’ Board of Directorshad 15 members at March 1,2018. The membersare dividedup as follows: two members from BPCE, namely François Pérol and BPCE a representedby CatherineHalberstadt; four members from the Banque Populaire banks, namely a SylvieGarcelon, Thierry Cahn, Alain Condaminas and BernardDupouy; four members from the Caisse d’Epargne, namely a FrançoiseLemalle, Stéphanie Paix, Alain Denizot and PhilippeSueur; five independent members namely Anne Lalou, a CatherinePariset, Bernard Oppetit, Henri Proglio and Nicolasde Tavernost. Pursuant to Articles L.225-23 and L.225-27-1 I of the French CommercialCode, Natixis’ Board of Directorsdoes not have any employee directors, or any employee shareholder directors. BOARD OF DIRECTORS 2.3.1

Conversely, two representatives of the Central Works Council attend every Board of Directors’ Meetings in an advisory capacity. One-third of the members of the Board of Directors is independent. The five independent directors at Natixis are: Catherine Pariset (since released from her professionalduties); Anne Lalou (Dean of the Web School Factory, and CEO of the InnovationFactory); Bernard Oppetit (Chairman of Centaurus Capital Limited, which he founded); Henri Proglio (Chairman of Henri Proglio Consulting);Nicolas de Tavernost(Chairmanof the Management Boardof GroupeM6). As is the case every year, at its meeting of December 21,2017, and following the report submitted by the Appointments Committee,Natixis’ Board of Directorsexaminedeach director’s expertise,judgmentand freedomof thoughtand expressionand, more specifically, compliance with the independence criteria recommendedby the Afep-Medefcode and incorporatedinto the Board’s Internal Rules (see 2.3.1.2 “Role and Powers of the Boardof Directors”) . The Board of Directors paid special attention to the appraisal of whether the business relationship between the companies in which the independent directors perform director duties, and Natixisor its corporategroup, is significant. Natixisappliesthe conceptof a “referencebanker”,i.e. "a banker essential to all requirements of the company”, to assess the importance of business relationships, identify any situation of dependency on Natixis, and finally gauge whether these relationships are susceptible to affect the independenceof the director’sjudgment. To this end, Natixis analyzes a range of indices, criteria and parameters including: the duration, extent and nature of the banking, trade or consulting relationships; the volume of commitments and the weight of Natixis compared to total indebtedness;and the company’sliquidityrequirements. Based on this review, it determined that Natixis is not the “referencebanker” for the companies in which its independent directors - namely, Henri Proglio Consulting, Centaurus Capital, M6, and the Web SchoolFactory- exercisetheir executiveduties or corporateoffices. Natixis maintains traditional business relationshipswith each of these companies. Natixis' Board of Directors therefore determined that the five above-mentioned independent Board members meet the necessaryindependencecriteria.

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Natixis Registration Document 2017