NATIXIS - 2018 Registration document and annual financial report

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

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; 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. The expenses recognized by Natixis in respect of this agreement amounted to €33,498,302.00 for the fiscal year ended December 31, 2018. On December 18, 2008, the Supervisory Board approved an agreement providing for the distribution of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group, pursuant to which Natixis was to be the exclusive supplier to these banks for the businesses concerned by the agreement as from 2009. The agreement also stipulated that the conditions established between Natixis and the Banque Populaire Group should apply to these banks. This agreement was approved by the April 30, 2009 General Shareholders' Meeting. The income recognized in respect of the activation of guarantees in the 2018 fiscal year amounted to €391,454.00. On June 6, 2007, the Supervisory Board approved a service agreement between IXIS CIB, CNCE and Banque Palatine pertaining to CNCE’s transfer to Banque Palatine of the operating and technical management of the “Click’n Trade” website, with CNCE retaining ownership of the website, and remaining the forward and cash currency transactions counterparty for IXIS CIB. Term of the agreement: indefinite The income recognized by Natixis in respect of this agreement amounted to €92,500.00 for the fiscal year ended December 31, 2018. and guarantee terminated or expired IXIS CIB (previously known as CDC Marchés and then as CDC IXIS Capital Markets) was required to enter into a number of letters of joint and several commitment and guarantee with its various successive shareholders, namely the Caisse des Dépôts (CDC), CDC Finance-CDC IXIS (to which CNCE became the successor in interest following the merger dated December 31, 2004) and CNCE. Likewise, IXIS CIB was required to enter into letters of joint and several commitment and guarantee with its US subsidiaries, namely Natixis Municipal Products Inc. (formerly CDC Municipal Products Inc.), Natixis Derivatives Inc. (formerly CDC Derivatives Inc.), Natixis Financial Products Inc. (formerly CDC Financial Products Inc.), Natixis Letters of joint and several commitment 13. “Click’n Trade” service and partnership agreement between IXIS CIB, CNCE and Banque Palatine 12. Agreement providing for the distribution of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group 11.

Funding Corp. (formerly CDC IXIS Funding Corp.) and Natixis Commercial Paper Corp. (formerly CDC IXIS Commercial Paper Corp.). All of these letters of joint and several guarantee and commitment had expired or been terminated at the date of this report, but continue to apply retrospectively to all the guaranteed transactions entered into prior to the date on which the underlying joint and several guarantees were terminated or expired, until these transactions have been fully unwound. In the case of joint and several guarantees entered into with CDC Finance-CDC IXIS, the IXIS CIB creditors for transactions secured under these guarantees that were entered into before the expiry of the respective guarantees may, in accordance with the letter from the Chief Executive Officer of CDC dated October 12, 2004, enforce their rights directly against CDC until the maturity of the guaranteed transactions, as if this commitment had been taken out directly by CDC on behalf of the IXIS CIB creditors. The conditions governing the payment and calculation of the fees payable by IXIS CIB in respect of the guarantees were defined in an agreement with CDC Finance-CDC IXIS and CNCE. The expenses recognized by Natixis in respect of these agreements came to €472;998.00 for the fiscal year ended December 31, 2018. protection and health insurance scheme On February 10, 2016, the Board of Directors decided to amend the personal protection and health insurance scheme for 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 Quatrem death and disability plan extended to certain members of Groupe BPCE senior management, including “Surviving Spouse Annuity”. 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 on the applicable date: Laurent Mignon, Chief Executive Officer of Natixis. a This agreement had no financial impact in 2018, other than for employer contributions paid under these plans and terminated on June 1, 2018. Amendment to Laurent Mignon’s personal 14. As part of Laurent Mignon’s reappointment as Chief Executive Officer for a term of four years, on February 18, 2015, the Board of Directors authorized the renewal, as required, of the commitments and agreements made in favor of Laurent Mignon, namely: The commitment related to the severance payment and related a amendment n°1, as authorized by the Board of Directors on February 22, 2011, and February 19, 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. Renewal as required of the commitments and agreements made in favor of Laurent Mignon 15.

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Natixis Registration Document 2018