SANTO DOMINGOMANABÍ

drew up an internal charter on “related party agreements” in accordance with AMF recommendation No. 2012-05, updated on December 17, 2014 to include the changes made by Order No. 2014-863 of July 31, 2014. This charter defi nes the criteria for establishing “related party agreements” in accordance with the provisions of Article L.225-38 of the French Commercial Code.

In particular, it sets out the procedure to be followed, from the notifi cation of the Board of Directors to approval by the General Shareholders’ Meeting, in light of the Statutory Auditors’ special report

(see Statutory Auditors’ special report on related party agreements in Chapter [7] “Legal Information”).

In accordance with regulations in effect during fi scal year 2014, the Board approved related party agreements prior to their signing. It also reviewed all related party agreements that have been authorized by the Board over previous fi nancial years, which continued to have an impact during the period (for more detailed information on related

party agreements, see Statutory Auditors’ special report on said agreements in Chapter [7] “Legal Information”).

With regard to Article L.225-102-1 of the French Commercial Code, which, in the management report, mentions the agreements entered into directly or through an intermediary, by, on the one hand, the

2

2

Management and oversight of corporate governance

2.3.1.3 Work of the Board of Directors

in 2014

The Board of Directors held a total of eight meetings in 2014. The attendance rate was nearly 91% for the year as a whole, a rate identical to 2013.

Each director’s attendance at the Board of Directors’ meetings appears in section [2.2] of this chapter (see directors’ individual factsheets). At least three days before a Board Meeting, each director received a fi le via a secure website containing the items on the agenda in order to be able to review and analyze the topics addressed.

The Chief Executive Offi cer attended all meetings, thereby enabling the Board members to hear his opinion on important issues and to ask him any questions that they deemed to be relevant. At each meeting, he reviewed the economic environment and benchmarks, as well as business conditions.

The Chief Finance and Risk Offi cer, Corporate Secretary and, as and when required, or one or more business-line heads were invited to provide further information on subjects raised in meetings. The Central Works Council representatives also attended the meetings.

The main topics addressed by the Board of Directors in 2014 were as follows:

Natixis’ fi nancial, cash and commitment position

VReview of the quarterly and half-yearly fi nancial statements and approval of the annual (parent-company and consolidated) fi nancial statements

VReview and approval of 2015 budget

VEconomic and benchmark reviews / Business review / life of the stock VReview and approval of press releases

VAdoption of the Board’s management report

VAdoption of the Board of Directors’ report on the use of capital increase authorizations VRegular updates on the Asset Quality Review (AQR)

VReviews on GAPC closure

Internal Control

VSubmission of Audit Committee projects in matters pertaining to risk, non-compliance risk and periodic controls

VReports on terms for exercising internal control and on measuring and monitoring risk VReport on internal control activity and results

VAdoption of the Chairman’s report on the Board’s work and on internal control and risk management

procedures

Corporate governance

VReview of the classifi cation of the status of directors as independent members

VCo-opting of a director

VAppointing a Chairman to the Appointments and Compensation Committee

VReview of the summary assessment of the Board of Directors’ work

VConvocation to the General Shareholders’ Meeting and the annual meeting for holders of participating

securities

VCreation of new special Board Committees and update of the Internal Rules of each of those Committees

and the Board of Directors

VReading of the follow-up letters from the ACPR as well as correspondence from the Autorité des Marchés

Financiers (AMF - French Financial Markets Authority) and the High Committee on Corporate Governance (HCGE)

VPresentation of the responses by Natixis to these follow-up letters and correspondence

VAuthorization of the signature of various related party agreements

VImplementation of the process set out in Article L.2323-7-1 of the French Labor Code on strategic guidelines

Compensation

VSubmission of the work by the Appointments and Compensation Committee VFixed compensation of the Board Chairman

VFixed and variable compensation of the CEO VProfi t-sharing bonus

VNew distribution of directors’ fees

VSet-up of a performance share allocation plan for company offi cers Financial transactions

VCoface IPO

VDisposal to Natixis Assurances of BPCE’s and Muracef’s entire stake in the capital of BPCE Assurance VCapital increase reserved for members of the Mauve 2014 savings plan

VTotal transfer of assets and liabilities from a Natixis subsidiary to Natixis VReview of strategic plan and strategic projects

VRenewal of issue authorizations (Bonds, warrants, certifi cates of deposit, negotiable midterm notes, euro

2

Management and oversight of corporate governance

2.3.1.4 Assessment of the Board’s work

in 2014

For the fi fth year in a row, Natixis assessed the work of its Board of Directors and specialized Committees, in accordance with recommendations set out in the AFEP-Medef Code regarding the correct governance of listed companies.

For the 2010 and 2013 fi scal years, Natixis used the services of an outside fi rm. For the 2011 and 2012 fi scal years, Natixis carried out an internal assessment, based on individual interviews and a questionnaire.

For the 2014 fi scal year, Natixis decided to study the follow-up on decisions made as a result of the in-depth evaluations conducted from 2010 to 2013. The outcome of this investigation shall be described in detail in the update to this registration document to be released in August 2015.

2.3.1.5 Board member training

Natixis decided to initiate a training program for its Board members as of the 2012 fi scal year. This training is divided into two parts: V a training program aimed at new Board members joining the

Company. This half-day training session is particularly aimed at presenting Natixis (its business lines, governance and organization), outlining the main items of the income statement and components of the risk management policy, and heightening Board members’ awareness of regulatory aspects and their responsibilities; V an ongoing training program for existing Board members that is

composed of various modules, particularly on Natixis’ different business lines, the financial markets, the accounting and financial regulations for credit institutions, as well as on issues concerning compliance with internal audits and the responsibilities of Board members.

2.3.2

SPECIAL COMMITTEES: OFFSHOOTS

OF THE BOARD OF DIRECTORS

To assist it in its review process and prepare some of its deliberations, Natixis’ Board of Directors surrounded itself with three Special Committees: an Audit Committee, an Appointments and Compensation Committee, and a Strategic Committee, each chaired by an independent director, until December 17, 2014. At its December 17, 2014 meeting, Natixis’ Board of Directors decided to create a Risk Committee separate from the Audit Committee, and to split the existing Appointments and Compensation Committee into two independent Committees, in order to comply with the new provisions of the French Monetary and Financial Code. The duties previously assigned to the Audit Committee were divided between the Audit Committee and the Risk Committee, and supplemented with the new texts. Likewise, the duties previously assigned to the

Natixis’ Board of Directors now has fi ve Special Committees: an Audit Committee, a Risk Committee, a Compensation Committee, an Appointments Committee and a Strategic Committee, each chaired by an independent director.

2.3.2.1 Audit Committee

A Organization

During 2014, the Audit Committee comprised fi ve members: On March 1, 2015, these members were as follows (identical to FY 2014):

Bernard Oppetit Chairman

Laurence Debroux Member

Catherine Halberstadt Member

Stéphanie Paix Member

Daniel Karyotis Member

Two of the fi ve members are independent members (Ms. Debroux and Mr. Oppetit).

The Committee was chaired by independent member Mr. Oppetit throughout the period.

Two-thirds of the Audit Committee are not independent members, as recommended by the AFEP-Medef code, in order to represent the different components of the Company’s main shareholders (members from the Caisses d’Epargne and the Banque Populaire banks, plus a representative of BPCE). (see summary table on compliance with

AFEP-Medef code recommendations in section [2.3] of this chapter).

The Chairman and the members of the Audit Committee have extensive accounting and fi nancial expertise gained over the course of their professional careers. Mr. Oppetit is a fi nancial market specialist and has substantial experience in complex fi nancial products and alternative management companies. Ms. Debroux is recognized for her fi nancial analysis and corporate strategy skills. Mr. Karyotis has extensive experience as a Chief Financial Offi cer, a position he holds at BPCE. Ms. Halberstadt boasts solid experience in fi nancial analysis, retail banking and factoring businesses. Finally, Ms. Paix has considerable expertise in bank audits, factoring, cash management and operations management.

V No change was made to the Audit Committee in 2014.

B

Role and powers

Natixis’ Audit Committee has internal rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on December 17, 2014.

Under the Natixis Board of Directors’ responsibility, the Audit Committee’s primary duties are now:

V ch ecking the clarity of information published by Natixis and assessing the relevance of the accounting methods adopted for the creation of Natixis’ individual and consolidated financial statements; and

2

2

Management and oversight of corporate governance

V a ssessing the quality of internal control, specifically the consistency of the systems for measuring, monitoring and controlling risk, and, as and when needed, proposing implementation of supplementary actions in this sense.

Th e remit of the Audit Committee is:

V to monitor the process of preparing financial information (compiling the accounts, management report, etc.);

V to monitor the statutory audit of Natixis’ yearly, half-yearly and quarterly parent company and consolidated financial statements, as well as its draft budget, at least two days before they are presented to Natixis’ Board of Directors, as well as the parent company financial documents distributed when the accounts are closed; V to monitor the effectiveness of internal control systems relating

to compiling financial information;

V to review, with the Statutory Auditors, any risks to their independence; to do this, it must ensure that the amount of fees paid by Natixis and the Group, or the share of those fees in the net sales of the firms and networks, does not, by its nature, undermine the independence of the Statutory Auditors;

V to issue an opinion on the choice or renewal of Natixis’ Statutory Auditors and review their audit schedule, the results of their checks and their recommendations, as well as all the follow-up measures taken on these latter;

V to issue its opinion on the report presented to it on an annual basis regarding commercial relations between Natixis or one or more of its subsidiaries and all or some of the entities forming Groupe BPCE; The Company’s CEO provides the Audit Committee with any documents and information it needs to perform its duties. The following list is not exhaustive:

V parent and consolidated financial, accounting, and regulatory documents prepared periodically by the Company;

V summary reports by the Company’s Statutory Auditors; V any audit reports concerning the Company;

V accounting policies and methods applied within the Company; V projected parent and consolidated results at the end of March,

June, September and December;

V consolidated budgets and financial statements of the main subsidiaries, as well as any related documents provided to the Board of Directors or, if applicable, the Audit Committee of the principal subsidiaries.

The Audit Committee may submit to the Board of Directors any proposals to conduct an audit, especially concerning the fi nancial statements of the Company and its subsidiaries.

The Committee may also, if it deems it appropriate, call on the skills of outside experts or consultants for the purpose of explaining any topic that falls under its remit.

The Audit Committee meets at least once a quarter.

Minutes of the Audit Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are shared with the Audit Committee members and approved at the following session. The Board of Directors is made aware of the Audit Committee’s work so that it can make fully informed decisions.