NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

Management Committee). These agreementswere approved by the May 27, 2010GeneralShareholders'Meeting. On August 5,2010, the Board of DirectorsapprovedAmendment No. 1 to the financial guarantee dated November 12,2009 (risk participation)betweenNatixisand BPCE. The purpose of this amendmentwas to clarify the applicationof certain of the Guarantee’sprovisions to covered assets subject to a write-down. This amendment was approved by the May 26, 2011 General Shareholders'Meeting. Directors concerned at the date on which the agreement was signed: François Pérol, President of the BPCE ManagementBoard, j Chairmanof the NatixisBoardof Directors. Alain Lemaire, Member of the BPCE Management Board, j Memberof the NatixisBoardof Directors. Yvan de la Porte du Theil, Member of the BPCE j Management Board, Member of the Natixis Board of Directors. NicolasDuhamel,Memberof the BPCEManagementBoard, j Permanent RepresentativeMember of the Natixis Board of Directors. Stève Gentili, Member of the BPCE Supervisory Board, j Memberof the NatixisBoardof Directors. Francis Henry, Member of the BPCE Supervisory Board, j Memberof the NatixisBoardof Directors. Bernard Jeannin, Member of the BPCE Supervisory Board, j Memberof the NatixisBoardof Directors,and Didier Patault, Member of the BPCE Supervisory Board, j Memberof the NatixisBoardof Directors. The change in the fair value of the total return swaps gave rise to the recognition of an expense of €5,512,905 for the fiscal year ended December 31, 2017, in respect of Natixis’ activities, and to an expense of USD 416,159 in respect of the subsidiaries’ activities. This expense was neutralized in Natixis’ accounts by recognizingan offsettingexpenseagainstthe subsidiaries. As the premium was immediately recognized in the balance sheet, its revaluation led to the recording of income amounting to €5,902,269for the 2017 fiscal year. The income recognized by Natixis in respect of cancellation paymentsamountedto €28,730in the 2017 fiscal year. Therewas no activationof guaranteesin the 2017 fiscal year. On May 11,2011, the Board of Directorsapprovedan agreement on the Chapel Deal betweenNatixis and BPCE. The Chapel Deal is part of GAPC (workout portfolio management), within a structuredproduct called Sahara that provides a closer reflection of the rating of high-quality assets held by GAPC. These securitiesare covered by the “Neptune”Guaranteeentered into with BPCE in 2009. To re-establishthe equivalentof the Neptune Guarantee, from which Natixis benefited via Sahara, it was proposed that BPCE should guarantee the Chapel security via a total return swap (TRS) at the same time as the Chapel assets were boughtback by Natixis. This agreement was approved by the May 29, 2012 General Shareholders'Meeting. 9. Authorization of a related-party agreement on the Chapel Deal between Natixis and BPCE

7. Reciprocal financial guarantee pertaining to the “Neptune” Deal between Natixis S.A. and Natixis Real Estate Capital Inc. On February 24, 2010, the Board of Directors approved a financial guarantee agreementbetween Natixis and Natixis Real Estate Capital Inc., mirroring the Neptune guarantee and coveringall GAPCassetsheld by NatixisReal EstateCapitalInc. This financial guaranteetook the legal form of a risk participation to cover Natixis Real Estate Capital Inc., in proportionto a share of a portfolio of assets held by Natixis Real Estate Capital Inc. at June 30,2009, followingthe clear failure to pay the amountsdue in relation to the assets on the contractually agreed payment date. Term of the agreement: the agreement will end on the final maturitydate. This agreement was approved by the May 26, 2011 General Shareholders'Meeting. This agreementhad no financialimpact in 2017. 8. Preliminary agreement between Natixis and BPCE regarding the guarantee mechanism covering certain GAPC assets and the agreements pertaining to the guarantee. On August 25, 2009, the Board of Directors approved a preliminary agreement between Natixis and BPCE for the purpose of protecting Natixis against future losses and any earnings volatility caused by assets ring-fenced by its Workout PortfolioManagementstructure(GAPC). This preliminary agreement resulted in the signing of several agreementsbetweenNatixis and BPCE relating to the guarantee of certainGAPCassets. On November 12, 2009, the Board of Directors approved a number of agreementsregarding the guaranteecovering certain GAPCassets,namely: the Financial Guaranteeagreement,under which BPCE agrees a to grant Natixisa financialguarantee; the ISDA Master Agreement and Appendix, between BPCE a and Natixis; total return swap agreementsbetweenNatixis and BPCE, one a of which relates to euro-denominatedassets and the other to US dollar-denominatedassets; the Call Optiongrantedby BPCE to Natixis; a the “Miroir NLI” Reciprocal Financial Guarantee between a Natixisand NatixisLuxembourgInvestissements; the “Miroir NFP” Reciprocal Financial Guarantee between a Natixisand NatixisFinancialProductsInc.; the “Miroir NFUSA” Reciprocal Financial Guarantee between a Natixisand NatixisFundingUSA, LLC; the “Miroir IXIS CMNA Australia” Reciprocal Financial a Guarantee between Natixis and IXIS CMNA Australia No. 2 SCA; the “Miroir NFP” Reciprocal total return swap agreement a betweenNatixisand NatixisFinancialProductsInc.; the “Miroir NREC” Reciprocal total return swap agreement a betweenNatixisand NatixisReal EstateCapitalInc.; governance arrangements set up in respect of the GAPC a guarantee(specificallyincludingdraft operatingchartersfor the Guarantee Supervision Committee and Workout Portfolio

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Natixis Registration Document 2017