NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

the “Miroir NFUSA” Reciprocal Financial Guarantee between a Natixis and Natixis Funding USA, 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 between Natixis and Natixis Financial Products Inc.; the “Miroir NREC” Reciprocal Total Return Swap Agreement a between Natixis and Natixis Real Estate Capital Inc.; governance arrangements set up in respect of the GAPC a guarantee (specifically including draft operating charters for the Guarantee Supervision Committee and Workout Portfolio Management Committee). These agreements were approved by the May 27, 2010 General Shareholders’ Meeting. On August 5, 2010, the Board of Directors approved Amendment No. 1 to the financial guarantee dated November 12, 2009 (risk participation) between Natixis and BPCE. The purpose of this amendment was to clarify how certain provisions of the Guarantee apply to covered assets subject to a write-down. This amendment was approved by the May 26, 2011 General Shareholders' Meeting. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and a Chairman of the Natixis Board of Directors; Alain Lemaire, a member of the BPCE Management Board and a a member of the Natixis Board of Directors; Yvan de la Porte du Theil, a member of the BPCE Management a Board and a member of the Natixis Board of Directors; Nicolas Duhamel, a member of the BPCE Management Board a and Permanent Representative of BPCE, and a member of the Natixis Board of Directors; Stève Gentili, a member of the BPCE Supervisory Board and a a member of the Natixis Board of Directors; Francis Henry, a member of the BPCE Supervisory Board and a a member of the Natixis Board of Directors; Bernard Jeannin, a member of the BPCE Supervisory Board a and a member of the Natixis Board of Directors; and Didier Patault, a member of the BPCE Supervisory Board and a a member of the Natixis Board of Directors. The change in the fair value of the total return swaps gave rise to the recognition of an expense of €11,864,372.00 for the fiscal year ended December 31, 2018, in respect of Natixis’ activities, and to an expense of $135,225.00 in respect of the subsidiaries’ activities. This expense was neutralized in Natixis’ accounts by recognizing an offsetting expense against the subsidiaries. As the premium was immediately recognized in the balance sheet, its revaluation led to the recording of income amounting to €10,111,719.00 for the 2018 fiscal year. Cancellation payments had no financial impact in 2018. There was no activation of guarantees in the 2018 fiscal year.

Guarantee entered into with BPCE in 2009. To re-establish the equivalent of 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 bought back by Natixis. This agreement was approved by the May 29, 2012 General Shareholders' Meeting. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and a Chairman of the Natixis Board of Directors; Stève Gentili, a member of the BPCE Supervisory Board and a Natixis director; Didier Patault, a member of the BPCE Supervisory Board and a Natixis director; Bernard Jeannin, a member of the BPCE Supervisory Board a and Natixis director; Olivier Klein, a member of the BPCE Management Board and a Natixis director; Jean Criton, a member of the BPCE Supervisory Board and a Natixis director; Philippe Queuille, a member of the BPCE Management Board a and Natixis director; Philippe Sueur, Vice-Chairman of the Steering and Supervisory a Board of Caisse d’Epargne Ile-de-France and Natixis director; Jean-Bernard Mateu, Chairman of the Management Board of a Caisse d’Epargne Rhône-Alpes and Natixis director; BPCE, as represented by Nicolas Duhamel, Chief Financial a Officer and a member of the BPCE Management Board and BPCE’s permanent representative on the Natixis Board of Directors. This agreement had no financial impact in 2018. to Natixis’ affiliation to BPCE On February 22, 2012, the Board of Directors authorized a new invoicing agreement pertaining to Natixis’ affiliation to BPCE, in replacement of the existing affiliation agreement. This new invoicing agreement is aimed at providing a better reflection of the proportion of BPCE’s governance functions that relate to affiliated entities. It provides for annual invoicing based on the actual cost of the tasks performed by BPCE. Term of the agreement: the agreement will enter into effect for the parties while Natixis is affiliated to BPCE, within the meaning of the provisions of Article L. 511-31 of the French Monetary and Financial Code. This agreement was approved by the May 29, 2012 General Shareholders' Meeting. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and a Chairman of the Natixis Board of Directors; Stève Gentili, a member of the BPCE Supervisory Board and a Natixis director; Didier Patault, a member of the BPCE Supervisory Board and a Natixis director; Bernard Jeannin, a member of the BPCE Supervisory Board a and Natixis director; Olivier Klein, a member of the BPCE Management Board and a Natixis director; Invoicing agreement pertaining 10.

9.

Authorization of a related-party agreement on the Chapel Deal between Natixis and BPCE

On May 11, 2011, the Board of Directors approved an agreement on the Chapel Deal between Natixis and BPCE. The Chapel Deal is part of GAPC, within a structured product called Sahara that provides a closer reflection of the rating of high-quality assets held by GAPC. These securities are covered by the “Neptune”

560

Natixis Registration Document 2018