NATIXIS_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and oversight of corporate governance

INTEGRITY OF DIRECTORS 2.3.5

To the best of Natixis’ knowledge,these situationsdo not affect those directors’independenceof judgment,decision,and action, and there is no potential conflict of interest between the duties that the Board members owe to Natixis and other duties or private interests.When needed, the Internal Rules of the Board of Directors as well as the Compliance Charter provides for a conflict of interest resolution system for all members of the Board of Directors, and requires those members to notify the Chairmanof the Board [or the CorporateSecretary of Natixis] of any conflict of interest, and to abstain from voting on the correspondingresolution. To the best of Natixis’ knowledge, it is hereby stipulated that there are no service agreementsbinding members of the Board of Directors or Senior Managementto the Company that could confer benefitsaccordingto the terms of such an agreementand that might by their nature compromise the independence of membersor interferewith their decision-making.

AND CONFLICTS OF INTEREST

In accordancewith regulations,a list of the functions performed by the directors of Natixis is included in this document. The knowledge, skills, and experience of the directors, both individually and collectively, give the Board of Directors the breadth of expertise necessary to ensure that the Company is properlyrun and its businessstrategyis effective. Disclosure of conviction 2.3.5.1 To the best of Natixis’ knowledge,none of the members of the Board of Directorsor Senior Managementhas been convictedof fraud, subject to bankruptcy, liquidation or receivership, convictedor punishedby official or regulatorybodies,disqualified from acting as a member of administrative, management or supervisory bodies of an issuer, or from participating in the managementor conduct of the business of an issuer within at least the previousfive years. Conflicts of interest 2.3.5.2 Membersof the NatixisBoard of DirectorsincludeBPCE (Natixis’ leading shareholder)as well as employeesor individualsholding other jobs within Groupe BPCE, particularly in the Caisse d’Epargne and the Banque Populaire banks. Natixis and its subsidiaries maintain business relations with BPCE and the entities of Groupe BPCE. Furthermore,members of the Natixis Board of Directors include independent directors belonging to third-partygroups that can maintainbankingor businessrelations with Natixisor its subsidiaries.

2

Notification of transactions 2.3.5.3

performed by persons discharging managerial responsibilities and by persons closely associated with them

During fiscal year 2017, two members of the Natixis Senior Management Committee performed transactions involving Natixisshares: Marc Vincent, Co-Directorof Corporate& InvestmentBanking a at the time, sold 72,986 shares of Natixis at the unit price of 6.4581euros,on May 15,2017; Jean Cheval, Chief Finance and Risk Officer at the time, sold a 55,316 shares of Natixis at the unit price of 6.4760 euros, on May 24,2017.

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Natixis Registration Document 2017