NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL SHAREHOLDERS’ MEETING

Agreements and commitments authorized during previous fiscal years In accordancewith Article R. 225-30 of the French Commercial Code, we were notified of the ongoingexecutionin the previous fiscal year of the following agreements and commitments, already approved by the General Shareholders’ Meeting in previousyears. 1. Compensation agreement between Natixis and Banque Palatine and amendment to the agreement On February 10, 2016, the Board of Directors, authorized the signing of a compensation agreement between Natixis and Banque Palatine to offset particularadditionalcosts sustainedby Banque Palatine in connection with the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis,and previouslyprovidedby a serviceprovideroutside Groupe BPCE. This agreement allows Natixis EuroTitres and Caceis to benefit from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the servicesof GroupeBPCEentities. This agreement was approved by the May 24, 2016 General Shareholders'Meeting. Directors concerned at the date on which the agreement was signed: BPCE, Member of the Board and shareholder of Banque j Palatine and Natixis, represented by Daniel Karyotis on the NatixisBoardof Directors Michel Grass, Member of the Board of Banque Palatine and j Natixis This agreementhad no financialimpact in 2017. On February 9, 2017, the Board of Directors authorized the signing of an amendment to the compensation agreement between Natixis and Banque Palatine originally signed on February 16, 2016, designed to offset particular additional costs sustained by Banque Palatine in connectionwith the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provideroutsideGroupe BPCE. This amendmentchanged the amount of Natixis’ compensation in order to take into account an additional cost that was not anticipated by the parties when the protocol was signed. The Board of Directors of Natixis considered that the agreement allows Natixis (EuroTitresdepartment)to benefit from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the services of Groupe BPCEentities. This amendment was rejected by the May 23, 2017 General Shareholders'Meeting. Directorsconcernedat the date on which the amendmentto the compensationagreementwas signed: BPCE, represented by Marguerite Bérard-Andrieu on the j NatixisBoardof Directors. Sylvie Garcelon, Member of the Board of Banque Palatine j and Natixis The expenserecognizedby Natixis in respect of the amendment to the cancellation agreement amounted to €800,000 (including tax) for fiscal year 2017.

2. Amendment to Laurent Mignon’s personal protection and health insurance scheme On February 10,2016, the Board of Directors decided to amend the personalprotectionand health insuranceschemefor Laurent Mignon, CEO, to maintain his level of compensation for 12 months in the event he is temporarily unable to work, and confirm his coverage by the personal protection and health insurance scheme for Natixis S.A. employees, as well as the Quatremdeath and disability plan extended to certain members of Groupe BPCE senior management, including “Surviving SpouseAnnuity”. This decision gives Laurent Mignon social protection similar to that of other members of the BPCE Management Board. This agreement was approved by the May 24, 2016 General Shareholders'Meeting. Director concerned at the date on which the agreement was signed: LaurentMignon,Chief ExecutiveOfficerof Natixis. j This agreement had no financial impact in 2017, other than for employercontributionspaid under theseplans. 3. Renewal as required of the commitments and agreements made in favor of Laurent Mignon As part of Laurent Mignon’s reappointmentas Chief Executive Officer for a duration of four years, on February 18, 2015, the Board of Directors authorized the renewal, as required, of the commitmentsand agreementsmade in favor of LaurentMignon, namely: The commitmentrelatedto the severancepaymentand related a amendment n°1, as authorized by the Board of Directors on February22, 2011, and February19, 2014. The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE. The rules for calculating the amount of LaurentMignon’sseverancepay are compliantwith the principles in effect for members of BPCE’s Executive Board. This agreement, along with amendment n°1 to this agreement, were approved by the May 20, 2014 General Shareholders'Meeting. The non-compete agreement as authorized by the Board of a Directors on February 19, 2014. This non-competeagreement is limited to a period of six months, and includes a payment equal to six months’ fixed compensation,as paid on the date when his corporate office is terminated,on the understanding that the total amount of the severance payment and the non-compete payment may not exceed a cap set at 24 months’monthlycompensation,as defined in the commitment relating to his severancepayment.This provisionis in line with the implementation of the New Frontier plan and retention practices. This agreement was approved at the Ordinary GeneralShareholders'Meetingof May20,2014. These agreements were approved again by the May 19, 2015 GeneralShareholders'Meeting. Director concerned at the date on which the agreement was signed: LaurentMignon,Chief ExecutiveOfficerof Natixis. j This agreementhad no financialimpact in 2017.

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Natixis Registration Document 2017