NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

In 2017, the Committeefocusedon the followingareas:

Executive corporate officers Senior Management Committee members

Approving the variable compensation factors for 2016 after assessing the quantitative and strategic a criteria of the annual variable compensation of executive corporate officers and validating the compensation principles for fiscal year 2017 put to a vote of the Annual General Shareholders’ Meeting on May 24, 2017 Approval of the 2017 conditions of the long-term compensation plan for members of the Senior a Management Committee Analyzing the recommendations of the Afep-Medef in terms of compensating directors a Reviewing the provisions on disbursing the directors’ fees allocated to members of the Board a Reviewing the implementation of various regulations governing compensation, including for the a “regulated population” addressed in the European CRD IV Directive of June 26, 2013, its enactment into French law in the French Monetary and Financial Code by the Ordinance of February 20, 2014 and by the Ministerial Decree and Order of November 3, 2014, and the Commission Delegated Regulation (EU) of March 4, 2014, as well as for employees addressed in French Law No. 2013-672 on the Separation and Regulation of Banking Activities (“SRAB”), and Section 619 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), the MiFID or identified categories of staff within asset management activities (European AIFM/UCITS Directive) and insurance activities (European Solvency II Directive) Reviewing Natixis’ compensation policy, including of the deferred income rules and conditions for paying a variable compensation as well as the amounts of variable compensation for each business line Reviewing specific Risk and Compliance targets (2016 review & presentation of 2017 targets) a Summary of the Internal Audit Department’s report on the implementation of the process for a compensating the regulated population under CRD IV Analyzing compensation awarded to the hundred highest-paid employees a Reviewing and monitoring the achievement of performance conditions applicable to deferred variable a compensation and long-term profit-sharing plans Analyzing the principles for identifying the employee population whose activities have a significant impact a on the Company’s risk profile as well as the variable compensation budget and structure for that population for fiscal year 2016 Analyzing the compensation of the heads of control functions for 2016 a Policy on salary and professional equality between men and women - comparative report with 2016 a

Directors’ fees

Compensation policy and regulations

Employee savings and shareholding

Follow-up on existing employee savings plans within Natixis and on Mauve a Profit-sharing top-up for fiscal year 2016 a

Appointments Committee 2.3.2.4 – Organization A The AppointmentsCommitteeis made up of six members.As of March 1,2018, thesememberswere:

Natixis’ CEO is involved as required with the Appointments Committee’swork. Since February 18,2015, the AppointmentsCommitteehas been chairedby Henri Proglio. Changesmade to the AppointmentsCommitteein 2017: a

Henri Proglio

Chairman Member

Director

Capacity

Date of change Replaced by

Thierry Cahn (position previously held by Alain Condaminas until February 9, 2017)

Alain Condaminas Alain Denizot

Member

02.09.2017 Thierry Cahn

Anne Lalou

Member Member

Member

02.09.2017 Stéphanie Paix

Stéphanie Paix (position previously held by Alain Denizot until February 9, 2017)

Philippe Sueur

Member Member

No change has been made to the AppointmentsCommitteein a 2018.

Nicolas de Tavernost

– Role and powers B The roles that devolveto Natixis’AppointmentsCommitteeare, in essence,reviewingthe selectionof directorsand membersof the Board, and assessingtheir individual and collectiveexpertise,as well as the effectiveness of the Board of Directors. The AppointmentsCommittee’spowersand operatingproceduresare describedin detail in the InternalRules of the Board of Directors, the latest version of which was approvedon December 17, 2014.

Three of the six members are independent (Anne Lalou, HenriProglio and Nicolas de Tavernost). The number of independent directors on the Appointments Committee is not greater than half the total numberof membersas recommended by the Afep-Medefcorporategovernancecode. It has a balanced composition (50% independent, 50% non-independent and is chaired by an independent director) (see summary table on compliancewith Afep-Medefin Section 2.3of this chapter) .

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Natixis Registration Document 2017