NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

If the Board of Directors has received inside information on Natixis, the directors and any individual attending Board or CommitteeMeetingsmust refrainfrom: performingor attemptingto perform any insider trades (these a covering (i) the use of inside information by a person in possessionof such informationto buy or sell, for themselves or for a third party, directly or indirectly, financial instruments related to this information, and (ii) the use of the recommendationsor inducementsof a person in possessionof inside information if the person using the recommendationor inducement knows, or ought to know, that it is based upon inside information); recommending or inducing on the basis of any inside a information received, another person to perform any inside trades;or unlawfullydisclosinginside information. a This duty to refrain concerns shares and any investment securitiesissued or to be issued by Natixis, as well as the rights that may be detached from those securities (e.g. preemptive rights) and any derivativewhose underlyingassets are the rights or securitiesissuedby Natixis. The duty to refrain also applies if inside informationis held on the securities of listed companies in which Natixis holds or may come to hold a stake. These same recommendationsare valid for all listed companies on which the director receives inside information in the context of his workwith the Board. Directors are advised of the risk of the execution of transaction on the Natixis share by persons closely associatedto them, and in particular: a spouse, or a partner consideredto be equivalentto a spouse a in accordancewith nationallaw; a dependentchild, in accordancewith nationallaw; a a relativewho has shared the same householdfor at least one a year on the date of the transactionconcerned; a legal person,trust or partnership: a the managerialresponsibilitiesof which are dischargedby a j person dischargingmanagerialresponsibilitiesor by a person closelyassociated, which is directlyor indirectlycontrolledby such a person, j which is set up for the benefitof such a person,or j the economic interests of which are substantiallyequivalent j to those of such a person. The sanctionsfor such actionsare administrativeand criminal. Permanent insiders As per the MAR Regulation, Natixis places the names of directors on the list of permanentinsidersmade available to the AMF. A permanent insider is any individual or legal entity who, on account of the nature of their functions or position, has permanent access to inside information held by the issuing entity. Directorsare individuallyinformedthat they are on this list by a letter from the Head of Compliancewith a return receipt.

If a person is not mentionedon this list, that does not mean he is exempted in any way from complying with the laws and regulations and it in no way prejudices his potential insider status. In respect of any transaction relating to Natixis shares or debt securities, as well as any other related derivatives or financial instruments,directors undertake to strictly observe and comply with the provisionsof the Natixis S.A.ComplianceManual. In particular, the director agrees not to perform any transaction during shutdown periods known as “negativewindows,”which begin 30 calendar days before the publication dates of the quarterly, half-year and annual results and ending on the publicationdate of these financialstatements. Reporting obligations Each director must declare any trading in Company shares to Natixisand the AMFwithin the three business daysfollowingthe date of the transactionand in accordancewith the conditionsset out by the MARRegulation. This reporting obligation also applies to closely associated personsas definedby the MARRegulation. Directorsmust also informNatixis of the number of shares held on December 31 of each year and any financial transactions carried out, so that this information may be disclosed by the Company. Natixis may also ask each director to provide any information in relation to the trading of listed companies’ securities necessary for it to fulfill its reporting obligations to all authorities such as stockmarketauthorities,both in Franceand abroad. Article 7: Independence and Conflicts of Interest The director strives to preserve his independencein judgment, decision and action in all circumstances. He refuses to be influenced by any element foreign to the corporate interest of Natixis,which it is his remit to defend. Directors must refrain from acting in conflict of interest with Natixis or the companiesit controls.Specifically,when there is a planned transaction or business relationship in which a director or non-votingdirector is directly or indirectly involved (e.g. when a director is affiliated: with the partner bank or the supplier’s financingbank, or the partner bank or financingbank of a Natixis competitorfor the transactionin question; or when a director or an independentdirectoris affiliatedwith an entity initiatinga new business relationship), the director or non-voting director in questionmust inform the Chairmanof the Board of Directors(or the CorporateSecretaryof Natixis) as soon as he has knowledge of such a plan, and inform him that he is directly or indirectly interestedand in what capacity. Should this transactionor business relationshipbe submitted to the Board of Directors,the director or the non-votingin question must abstain from participating in the meeting of the Board of Directors or any one of its Committees regarding the plan in question. Consequently,he does not participate in the Board’s deliberations,or in votingon the plan in question,and the section of the minutesrelativeto the plan in questionis not submittedto him.

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Natixis Registration Document 2017