NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

4. Memorandum of Understanding and agreements relating to the new partnership agreements between the CNP and BPCE groups At its meeting of August 6, 2013, the Board of Directors assigned François Pérol a mandate to set up an insurance division at Natixis, and to enter into negotiations with CNP Assurancesin order for the life insurancebusinessgeneratedby the Group to be broughtin-houseat NatixisAssurances. The negotiations conducted with CNP between October 2013 and July 2014 resulted in the determinationof the fundamental principles for the future partnershipbetweenBPCE, Natixis, and CNP, which were authorized by the Board of Directors on July 31,2014. The discussions with CNP continued, and initially resulted in a master memorandumof agreement between CNP Assurances, BPCE, and Natixis, which was authorized by the Board of Directors on November 4,2014, and then in a Memorandumof Understanding,as well as in variousspecificagreementsreferred to in that protocol (“the new partnership agreements”),which were authorizedby the Board of Directorson February 18,2015, and wherethe main provisionsare as follows: Memorandum of Understanding between CNP Assurances, BPCE and Natixis, the aim of which is to: acknowledgethe non-renewalof the CurrentAgreements; a determine, organize, and manage the contractual package a formed by the New Partnership Agreements, for which the protocolis the umbrellaagreement; determine the term of the New Partnership Agreements, a namelyseven years as fromJanuary 1,2016. At the end of this seven-yearperiod, BPCE will be able to either extend the new partnership agreements for a period of three years as from January 1, 2023, or to purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio at December 31,2020, and CNP the option, in 2020 and 2022, of notifyingBPCE of its desire to initiate discussions with a view to such sale; determine and organize the operation of the Partnership a Monitoring Committee (and of any potential sub-committees set up by the latter);and more broadly, organize and manage the relations between the a Partiesunder the RenewedPartnership. Directors concernedat the date on which the agreementwas signed: François Pérol, President of the BPCE ManagementBoard, j Chairman of the Natixis Board of Directors, and member of the CNP AssurancesBoardof Directors, Laurent Mignon, Chief Executive Officer of Natixis and j memberof the BPCEManagementBoard, Daniel Karyotis, member of the BPCE Management Board, j and permanentrepresentativeof BPCEat Natixis, Alain Condaminas,member of the BPCE SupervisoryBoard, j and memberof the NatixisBoardof Directors, Catherine Halberstadt, member of the BPCE Supervisory j Board,and memberof the NatixisBoardof Directors, Didier Patault, member of the BPCE SupervisoryBoard and j memberof the NatixisBoardof Directors, Thierry Cahn, member of the BPCE Supervisory Board and j memberof the NatixisBoardof Directors,and Pierre Valentin,member of the BPCE SupervisoryBoard and j memberof the NatixisBoardof Directors.

Agreements entered into by CNP Assurances, BPCE, Natixis, and ABP Vie (a subsidiary of Natixis Assurances) Quota share reinsurance treaty entered into by CNP a Assurances and ABP Vie in the presence of Natixis, with a view to ABP Vie, a Natixis Assurances subsidiary, reinsuring 10% of CNP Assurances’ life insurance and accumulation product inventory, which will be distributed by the Caisses d’Epargne network until December 31, 2015, and during the interimperioddeterminedin the protocol. New business tranche 1 reinsurance treaty entered into by a ABP Vie and CNP Assurancesin the presenceof Natixis:quota share reinsuranceby CNP Assurancesof 40% of all ABP Vie’s life insurance and accumulation products distributed by the Caissesd’Epargnenetworkas fromJanuary 1,2016. New business tranche 2 reinsurance treaty entered into by a ABP Vie and CNP Assurances in the presence of BPCE and Natixis: quota share reinsuranceof 90% of the new business from formerCNP customersby CNP Assurances. Tranche 2 reinsurance matching agreement entered into by a ABP Vie, CNP Assurances and BPCE, in the presence of Natixis, the aim of which is to determine the procedures for the managementof events: the provision to CNP Assurances of the list of customers j covered by BPCE, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioralshock);and the implementation of the tests required for the proper j operation of the determination and information exchange mechanismsprovidedfor in said agreement. EuroCroissance matching agreement entered into by CNP a Assurances,BPCE, and ABP Vie in the presenceof Natixis,the aim of which is to determine the procedures for the management of events (procedures similar to those in the tranche2 reinsurancematchingagreement). These agreements are part of Natixis and Groupe BPCE’s strategicplan and in particularthe “Assurément#2016”project. Directors concerned at the date on which the agreement was signed: François Pérol, President of the BPCE ManagementBoard, j Chairman of the Natixis Board of Directors, and member of the CNP AssurancesBoardof Directors, Laurent Mignon, Chief Executive Officer of Natixis and j memberof the BPCEManagementBoard, Daniel Karyotis, member of the BPCE Management Board j and permanentrepresentativeof BPCEat Natixis, Alain Condaminas,member of the BPCE SupervisoryBoard, j and memberof the NatixisBoardof Directors, Catherine Halberstadt, member of the BPCE Supervisory j Board,and memberof the NatixisBoardof Directors, Didier Patault, member of the BPCE SupervisoryBoard and j memberof the NatixisBoardof Directors, Thierry Cahn, member of the BPCE Supervisory Board and j memberof the NatixisBoardof Directors,and Pierre Valentin,member of the BPCE SupervisoryBoard and j memberof the NatixisBoardof Directors. These agreementswere approvedby the May 19, 2015 General Shareholders’Meeting. Theseagreementshad no financialimpact in 2017.

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Natixis Registration Document 2017