NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Financial transactions and strategy

Capital increase reserved for members of the Mauve 2018 savings plan a Buyback of minority stakes in BPCE Assurances a Renewal of the liquidity contract a Information on the capital increases following the allocation of free shares of February 2012 and a February 2013 Approval of the New Dimension strategic plan for 2018-2020 and review of strategic projects a Review of strategic projects a Opening/closing of operations and representative offices abroad a Total transfers of assets and liabilities (TUP) from Natixis subsidiaries to Natixis a Renewal of bond and warrant issue authorizations for fiscal years 2017 and 2018 a Implementation of the process set out in Article L.2323-7-1 of the French Labor Code on strategic a guidelines Enactment of a brand platform a

Other items

At its meeting of December 21, 2017, the Board of Directors presented the Natixis Code of Conduct. The enactment of this Code of Conduct is meant to define and formalize clear, general principles of conduct to be followed by all Natixis employees, to prevent risks by putting the Code’s principles into practice (dispensing training to employees, standards for evaluating employee behavior, etc.) and to address the needs of our outside stakeholders (clients, shareholders, and investors). This Code does not substitute for the existing rules; it is a single Code that applies to all Natixis entities, with general principles of conduct as well as guidelines, policies, and procedures adapted to the business lines. (refer to Chapter 1 of this registration document) .

The results of these interviews were included in a detailed assessment report, presented as a summary to the meeting of the Board of Directors held on February 13, 2018. This report shows that the directors have a very positive view of the Board of Directors. They believe that it is a high-quality Board where directors are engaged and mindful. The directors unanimously believe that the performance of the Board of Directors has been satisfactory or very satisfactory. Three-quarters of the directors believe that the Board of Directors and its Special Committees have improved their operations, and a very large majority of directors feel that the Natixis Board outperforms other Boards they have served on. Suggestions were made by the directors on ways to further improve the running of the Board. They expressed interest in being kept abreast of Natixis events (like the Investor Day) and have the opportunity to take part. The directors feel that terms of office could be more evenly staggered in order to meet corporate governance requirements and, at the next General Shareholders' Meeting, would like to advocate for terms of office to be staggered in such a way so as to avoid reappointing large numbers of directors at once in 2019. With respect to the operation of the Board of Directors, there could be more regular monitoring of external growth opportunities and training content could be further adapted to the businesses. Finally, with respect to the operation of the Special Committees, the holding of one US Risk Committee per year in New York was requested. After the assessment work of the Board of Directors and Special Committees conducted in 2016, corrective measures were enacted, in 2017, including: broader access to training on the Group’s structure and a businesses. Additionally, Natixis Board members took part in training sessions held for members of the BPCE Supervisory Board. an increase in regulatory matters being addressed (strategic a plan, human resources, CSR); the streamlining of the Board of Directors file, and the inclusion a of the summary reports from the Special Committees; the operation of the Audit and Risk committees was modified a to allow its members to receive documents even earlier and that the documents in question present the salient points more clearly.

Assessment of the work 2.3.1.4 of the Board of Directors

and Special Committees in 2017, and follow-up measures

As in previous years, in 2017 Natixis assessed the work of its Board of Directors and specialized Committees, in accordance with recommendations set out in the Afep-Medef code regarding the correct governance of listed companies. This assessment covered six areas: Review of the structure, operation, and composition of the 1. Board of Directors; Verification of the appropriate preparation and discussion of 2. major issues; Evaluation of the relationship between the directors and the 3. executive officers; Assessment of the work of the Special Committees; 4. Appraisal of each director's contribution; 5. Measuring the general performance of the Board and the 6. Special Committees. During an individual interview, each Board member completed a detailed questionnaire addressing these areas, and were invited to assess directors' individual contribution according to the following criteria: involvement, attendance, punctuality and adequacy of preparation for board meetings. The representatives of the Works Council also took part in the assessment of the Board conducted in 2017.

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Natixis Registration Document 2017