NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

In accordance with the Afep-Medef code’s recommendation that action plan in May 2018 at its General Shareholders’ Meeting terms of office be staggered in such a way so as to avoid whereby four directors resigned before being put forward to the reappointing large numbers of directors at once and to promote meeting for reappointment. the balanced re-appointment of directors, Natixis instituted an

Current term expiry:

2019 AGM BPCE, François Pérol, Thierry Cahn, Alain Denizot, Bernard Dupouy, Anne Lalou, Françoise Lemalle, Bernard Oppetit, Catherine Pariset, Henri Proglio, Philippe Sueur 2020 AGM Alain Condaminas, Sylvie Garcelon, Stéphanie Paix 2021 AGM Nicolas de Tavernost

Role and powers of the Board 2.3.1.2 of Directors – Legal and statutory requirements, and A internal rules of the Board of Directors The duties of the Board of Directors are defined by the law and the bylaws. The internal rules complete the legal and statutory dispositions by stipulating the rules governing the Board of Directors' operation and setting out the rights and duties of its members. These rules are available in full on the Natixis website (www.natixis.com). The Board of Directors, assisted by the Board’s Special Committees: defines the strategy governing the Company’s activities and a) oversees its implementation. Within the limits of the Company’s corporate purpose and the powers expressly granted by law or its bylaws to the General Shareholders’ Meetings, the Board concerns itself with all matters affecting the Company’s performance and governs by virtue of its deliberations. The Board of Directors performs the controls and checks it deems appropriate; defines how the Management Board operates, and may only b) deliberate on this matter when it features on the agenda sent out at least 15 days pior to the Board Meeting and when at least two-thirds of the directors are present or represented. As a reminder, the Board of Directors of a credit institution may not be chaired by the Chief Executive Officer. Nevertheless, based on provided justification the Autorité de Contrôle Prudentiel et de Résolution (ACPR – French Prudential Supervisory Authority for the Banking and Insurance Sector) may authorize the accumulation of these functions. Under the conditions defined in Article 15 of the Company bylaws, the Board of Directors may appoint a Chief Executive Officer from among the directors or otherwise, whom it may dismiss at any time. The Chief Executive Officer may delegate his powers to any corporate officer of his choosing, with or without the option of substituting one for another. At the proposal of the Chief Executive Officer and after consulting the Appointments Committee, the Board of Directors may, in accordance with the conditions defined in Article 16 of the bylaws, appoint five individuals, in charge of assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer. They have the same powers with respect to third parties as the Chief Executive Officer. Deputy Chief Executive Officers may be dismissed at any time by the Board of Directors on the proposal of the Chief Executive Officer;

Following the report submitted by the Appointments Committee, Board of Directors of Natixis discussed, as it does each year, the desirable balance of its composition, with particular reference to the knowledge, expertise and experience of its members, both individually and collectively. The Board concluded that the range of knowledge, expertise and experience of its members is sufficiently broad, complementary, and balanced to state that: individually, each one of the directors can contribute usefully to a the work of the Board and the Special Committees; and collectively, the Board has the ability to make informed a decisions and the breadth of expertise necessary to ensure that the Company is properly run and its business strategy is effective. With respect to the principle of gender parity on the Board of Directors, as set out in the Act of January 27, 2011, Natixis had six female directors out of a total of 15, i.e. 40%, since its General Shareholders’ Meeting of May 24, 2016. Natixis is therefore in compliance with the provisions of the Copé-Zimmermann Act, and with the relevant recommendations of the Afep-Medef corporate governance code. At its meeting of December 21, 2017, in accordance with Article L.511-99 of the French Monetary and Financial Code, the Board of Directors, in view of the report submitted by the Appointments Committee, reiterated its gender parity target of 40% on the Board of Directors, meaning six women out of fifteen members, with each replacement of an outgoing director taking this goal into account. In accordance with Article 9 of the Natixis bylaws, each director must own at least one hundred and forty (140) Company shares during their term of office. Furthermore, in accordance with the recommendations of the Afep-Medef code and the provisions of Article 3 of the Compliance Charter for members of the Board of Directors (see 2.3.1.2-B) , the Directors are asked to hold at least one thousand (1,000) Company shares within 18 months of joining the Board. In accordance with Article L.225-19 of the French Commercial Code, the number of directors who are over the age of 70 is limited to one-third of the number of directors in office. Only one Natixis director was over the age of 70 at December 31, 2017. When a director is appointed, his résumé with a career summary and a list of corporate offices are sent to the other directors and to the shareholders.

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Natixis Registration Document 2017