NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

Over the 2017 fiscal year, the US Risk Committeeworkedon the following: review of priorities, 2017 budget, and plan for the assignment a of personnelby the US Chief Risk Officer; significant update to the regulatory observations, and a correspondingactionplans; revision of limits and alert thresholds for US RAF indicators a with respectto asset qualityand operationalrisks; review of regulatory projects and the regulatory analysis a schedule; updateto the EnterpriseRiskManagementPolicy (ERMP); a approval of the ERMP and alert thresholdlimits of the US Risk a AppetiteFramework;

The Compensation Committee is responsible for submitting proposalsto Natixis’Boardof Directorsconcerning: the level and terms of compensationpaid to the Chairman of a the Board of Directors of Natixis, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocationof stock optionsor share purchases; the level and terms of compensation paid to the CEO and, a where applicable, one or more Deputy CEOs, including benefits in kind, pension plans and collective personal protectioninsurance,as well as the allocationof stock options or share purchases; rules for allocating directors’ fees to Natixis’ directors and the a total amount submitted to a decision by Natixis’ General Shareholders’Meeting; the compliance of Natixis’ compensation policy with a regulations,includingfor the categoryof staff addressedin the French Ministerial Order of November 3,2014, as well as for employees addressed in French Law No. 2013-672 on the Separation and Regulationof Banking Activities (“SRAB”) and Section 619 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), or regulated categoriesof staff within asset managementactivities(AIFMD) or insuranceactivities(Solvency II); the annual review of Natixis’ compensationpolicy, specifically a those employee categories whose professional activities are likely to have a significant impact on the risk profile of Natixis or the Group; The CompensationCommittee may have cause to review and issue an opinion on the insurance taken out by Natixis to cover its executiveofficers’liability. The CompensationCommittee reviews proposals related to the employee savings plan, including plans for a capital increase reserved for Natixis employees,and, where applicable,plans for a stock subscription or purchase, or for an allocation of free shares to be submittedto the Board of Directors or the General Shareholders’Meetingfor approval. Natixis’ CEO provides the Compensation Committee with any documents that may assist it in performing its duties and to ensure it is fully informed. It confers with Natixis’ Internal Control Departmentsor outside expertsas appropriate. – Work of the Compensation Committee C in 2017 The Compensation Committee met four times in fiscal year 2017. Its members’ attendancerate was 96% for the year as a whole (vs. 100% in 2016). Each director’s attendancerecord for CompensationCommittee Meetingsappearsin Section 2.2of this chapter. Within a reasonable amount of time before a Committee meeting, each director receives via a secure website a file containing the items on the agenda for review and analysis in preparationfor the meeting.

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changesin risks over the period; a US risk and risk appetiteindicators. a

2.3.2.3 Compensation Committee – Organization A During 2017, the Compensation Committee comprised six membersuntil May 24,2017, then five members. As of March 1,2018, thosememberswere as follows:

Nicolas de Tavernost Alain Condaminas

Chairman Member Member Member Member

Alain Denizot Anne Lalou Henri Proglio

Three of the five members are independent (Anne Lalou, HenriProglio and Nicolas de Tavernost). In accordance with Article 17.1 of the Afep-Medef corporate governance code, a majority of the Compensation Committee is composed of independent directors, and the Committee is chaired by an independentdirector. Changesmade to the CompensationCommitteein 2017. a

Director

Capacity

Date of change Replaced by

Philippe Sueur Member Michel Grass Member

02.09.2017 Michel Grass 05.24.2017 Not replaced

No changehas been made to the CompensationCommitteein a 2018.

– Role and powers B The role of Natixis’ CompensationCommittee is to prepare the decisions that Natixis’ Board of Directors issues with regard to compensation, including Natixis employees who have a significant impact on the Company’s risk. The Compensation Committee’s powers and operating procedures are detailed in the Internal Rules, the latest version of which was approved on February 9, 2017by the Boardof Directors.

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Natixis Registration Document 2017