NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

At its meeting of February 13, 2018, the Board of Directors reviewedall related party agreementsthat have been authorized by the Board over previous fiscal years, and in particular the amendment to the protocol for compensation between Natixis and Banque Palatine, rejected by the General Shareholders' Meeting of May 23, 2017. This amendment was still in effect over the 2017 fiscal year, during which Natixis booked a total of €800,000in expenses.The amountcorrespondsto the additional costs sustained by Banque Palatine which were not anticipated when the protocol for compensationwas signed. It was drawn up by factoring in the financial impact resulting from the transfer of the investmentservices provided to Banque Palatine'sclients to Natixis'retail and mutualfunds businessactivities. Based on the criteria used for its initial approval, the Board of Directorsupheldthe authorizationof all these agreements. With regard to Article L225-37.4 2° of the French Code of Commerce which, in the management report, mentions the agreementsentered into directly or through an intermediaryby, on the one hand, the CEO, one of the directors or one of the shareholderswith a voting right of more than 10% in a company and, on the other hand, another company in which the latter directly or indirectly holds more than half the capital, no agreementmeetsthese criteriafor fiscal year 2017. Work of the Board of Directors 2.3.1.3 in 2017 The Board of Directors held a total of eight meetings in 2017. The attendance rate was nearly 95% for the year as a whole (versus92% in 2016). Each director’s attendance at the Board of Directors’ Meetings appears in Section 2.2 of this chapter (see directors’ individual fact sheets) . Within a reasonable amount of time before a Board Meeting, each director receives a file listing the items on the agenda via a secure website for review and analysis of the issues to be addressed. The Chief Executive Officer attended all meetings, thereby enabling the Board members to hear his opinion on important issues and to ask him any questions that they deemed to be relevant. The Chief Finance and Risk Officer, then after October 1, 2017, the Chief Finance and Strategy Officer, the Corporate Secretary and, as and when required, one or more business heads were invited to provide further information on subjects raised in meetings. The Central Works Council representatives also attendedthe meetings. In addition, Stéphanie Paix, a Natixis director, spoke at the InvestorDay event held on November20, 2017 duringwhich the strategicplan for 2018-2020,"NewDimension"was presented.

Article 8: Information/Training Each director must become familiar with and must request, within the appropriate time, that the Chairman of the Board of Directors and/or the Special Committees of which he is a member, provide the informationcritical to useful action on the topicson the agendaof the Boardor the SpecialCommittees. In addition, all directors must receive training including by attending, where necessary, the training modules provided by the Company (see Section2.3.1.5) . Article 9: Application of the Charter Should one of Natixis’ directors no longer be in a position to performhis duties in compliancewith the Charter, either for his own reasons or for any other reason including those specific to Natixis’ rules, he must notify the Chairman of the Board of Directors, seek measures to remedy the situation, and, if none are found, suffer the personal consequences with respect to performinghis duties. The Head of Compliancefor Natixis is available to each director for any questionsabout the Code of Conduct. – Internal charter on related party agreements C At its meeting of February 17, 2013, the Board of Directors of Natixis drew up an internal charter on “related party agreements” in accordance with AMF recommendation No. 2012-05, updated on December 17, 2014 to include the changesmadeby Order No. 2014-863of July 31,2014. This charter defines the criteria for establishing “related party agreements” in accordance with the provisions of Article L.225-38of the FrenchCommercialCode. In particular, it sets out the procedure to be followed, from the notificationof the Board of Directors to approval by the General Shareholders’Meeting, in light of the StatutoryAuditors’ special report (see Statutory Auditors’ special report on related party agreementsin Chapter 7“LegalInformation”) . In accordancewith current regulations, during fiscal year 2017, the Board of Directorsauthorized,prior to its signing, a so-called “related party agreement”, enrolling Natixis’ in the group insurancepolicy under Article 82of the FrenchGeneralTax Code that was entered into by BPCE with Arial CNP Assurances, for the benefit of its executive officers who are not covered by the “Pension scheme applicable to executive directors of Groupe BPCE”or the “Natixispensionguarantee”scheme. This amendemnt indirectly affects Laurent Mignon as Chief ExecutiveOfficer. It also reviewed all related party agreements that have been authorized by the Board over previous fiscal years, which continuedto have an impactduringthe period.

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Natixis Registration Document 2017