NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

Work of the Senior Management 2.3.3.3 Committee in 2017 Following Natixis’ conversion into a French société anonyme with a Board of Directors,a SeniorManagementCommitteewas set up in early May 2009 in order to examine and validate the Company’smain decisionsand steer its management. Barring exceptions,it meetsweekly, chaired by the CEO. Except where circumstances prevented them from doing so, the members of the Senior ManagementCommitteewere present at all meetings in 2017. Representativesfrom the business lines or differentsupport functionswere invited to present projects or policiesfallingwithintheir departmentalremits. In 2017, the Senior Management Committee successfully completed the implementationof the “New Frontier” strategic plan acrossall Natixisbusinesslines. In this context, the Senior ManagementCommitteestudied the opportunities for external growth in Asset Management, M&A and Specialized Financial Services and supervised various projects or initiatives. More broadly, the Senior Management Committee analyzed and approved all the strategic operations conductedby Natixis, before presentingthem to the Company’s Board of Directors, such as the acquisition of PayPlug, the harmonization of Natixis and Dalenys in the field of payment solutions, the acquisitionof a majority stake in InvestorsMutual Limited in Australia, the defining between Natixis and ODDO BHF of a long-term partnership project to create an equity markets leader in ContinentalEurope, and the sale of its stake in CACEIS. It oversawthe finalizationof the InsurancedivisionwithinNatixis, as part of the “I 2018” project, with the acquisition of 40% of BPCE Assurance from Macif and Maïf. It also finalized the merger of all Natixis’ Payment activities dedicated to Groupe BPCE. In addition, the Senior Management Committee was attentive to continuing the development of trade cooperation with the networks. The Senior ManagementCommittee also sought to consolidate the opportunities offered by digital technology within the Company. At the same time, the Senior Management Committee, throughout the fiscal year, oversaw the creation of and defined the new strategic plan “New Dimension”, a long-term value creation plan for fiscal years 2018, 2019, and 2020, which was officiallylaunchedon November 20,2017. New Dimension sets out three strong initiatives aimed at developingsolutions offering high added value to Natixis clients: to deepen the transformationof our business model, which we achieved under the New Frontier plan, to allocate a significant portion of our investmentsto digital technologies,reflecting our clear resolve to differentiateourselves to become a benchmark in the areas where Natixis’ teams boast strong and recognized skills. Beyond the strategic plan, the Senior ManagementCommittee oversaw Natixis’ adaptation to changes in the economic and regulatory environment in the banking and insurance sectors. It monitors regulatory changes (MiFID II, Volcker rule, Market Abuse Regulation, FRTB, etc.) on a regular basis and makes proposals. The Senior Management Committee continued to work on implementing the Transformation and Operational Excellence

program.As part of this program,Natixis intendsto invest heavily in technologyand generate costs savings from end-2019.It also sought to simplify the corporate structure, particularly through the plan to reducethe numberof manageriallevels. The Senior Management Committee regularly examined the Company’s business development and results during its meetings throughout the year. It studied the half-yearly and quarterlyfinancialstatements,beforethey were presentedto the Board of Directors, and was involved in defining financial communicationsfor the Company. After in-depth discussions with the businesses, the Senior ManagementCommitteeapprovedthe mainmanagement decisions, and reviewed and approved the budget, the capital trajectory, the risk appetite framework, the internal stress tests and the ICAAP report. In addition, it approved the terms and conditions governing mandatory annual negotiations and the compensation review policy, the appointment of senior executives and managers, as well as all significant projects or investments. The Committee also analyzed and approved restructuring propositions, namely the new Corporate & InvestmentBanking structure,the separationof the Finance and Risk Departments,and the pooling of the Procurementfunction with BPCE. Furthermore,the Senior ManagementCommitteemonitoredthe management, risk management and compliance measures within Natixis, and regularlyreviewedchanges in the Company’s risks, as well as the consequencesof audits. Finally, in parallel with the enactment of the Natixis Code of Conduct, a Conduct Committee,which will meet quarterly, was instituted. It is made up of members of the SMC (Corporate Secretary, HR, Risk, and SMC members depending on the agenda)and permanentor ad hoc membersof Compliance,ESR, Communication,and business line managers depending on the agenda. The Committee will be tasked with making decisions on HR situations or challenging situations, regularly overseeing the Natixis conduct system, and making decisions on ESR policies (for more detailed information on the Code of Conduct, see Chapter1 of this registrationdocument) . Convening procedure 2.3.4.1 General Shareholders’Meetings are convened by the Board of Directorsor, failing this, under the conditionsof Article L.225-103 of the French Commercial Code. Notices of meeting are prepared in accordance with the conditions laid out in the applicableregulations(Article 21of the bylaws). Meetings take place either at the registeredoffice or at another locationspecifiedin the notice. Different types of meetings 2.3.4.2 Shareholders’ Meetings may take the form of Ordinary, Extraordinaryor CombinedMeetingsdependingon the items on the agenda. GENERAL SHAREHOLDERS’ 2.3.4 MEETINGS

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Natixis Registration Document 2017