2008 REGISTRATION DOCUMENT

(1)

(2)

2

3

4

5

7

8

9 CORPORATE GOVERNANCE

13

Board composition and preparation

and organization of its work 14

Structure of executive bodies 14

Role and operating rules of the executive bodies 18 Policies and rules for determining compensation and all beneﬁ ts in kind paid to members of the

executive bodies 27

Potential conﬂ icts of interest 45

OPERATIONS 47

Corporate and Investment Banking 48

Asset Management 58

Private Equity and Private Banking 62 Services 64

Receivables Management 71

The contribution of retail banking 73

RESOURCES 79

Human res ources 80

Other resources 89

SUSTAINABLE DEVELOPMENT

91

A ﬁ rm commitment to sustainable development 92 NRE Annexes – Workforce information 101 NRE Annexes – Environmental performance 112

company ﬁ nancial statements 389

Special report on related party

agreements and commitments 391

CHAIRMAN’S REPORT ON CORPORATE

GOVERNANCE AND INTERNAL

CONTROL 397

Composition, preparation and organization

of tasks undertaken by the Supervisory Board 398

Internal control procedures 399

Auditors’ report on Chairman’s report 414

LEGAL INFORMATION

415

Report from the Executive Board

on the resolutions to be put to the vote at the General Shareholders’ Meeting 416 Draft resolutions for the Combined General

Shareholders’ Meeting on April 30, 2009 418 General information about Natixis 433 General information about Natixis’ share capital 438 Distribution of the capital and voting rights 444

Major contracts 449

List of corporate ofﬁ cer positions 453

ADDITIONAL INFORMATION

485

Historical information concerning Natixis 486 The list of countries in which Natixis is present under its own name or through its subsidiaries or commercial representatives 488 Person responsible for the shelf-registration

document 489 Documents available to the public 489

(3)

This document was filed with the French Financial Markets Authority on April 7, 2009, in accordance with Article 212-13 of the general regulations of the Financial Markets Authority. It may be used in support of a financial transaction if it is supplemented by a transaction note approved by the Financial Markets Authority.

The present registration document includes all elements of the annual financial report mentioned in section I of Article L.451-1-2 of the French Monetary and Financial Code and Article 222-3 of the general regulations of the Financial Markets Authority. A table showing the relationships between the documents mentioned in Article 222-3 of the General Regulations of the Financial Markets Authority and the corresponding sections of the present registration document is given in pages 491-492.

The English language version of this report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, the original language version of the document in French prevails over the translation. Copies of the present registration document are available free of charge from Natixis,

Proﬁ le

Natixis was formed (at the end of 2006) through the combination of the corporate and

investment banking, asset management and services businesses of Groupe Banque

Populaire and Groupe Caisse d’Epargne. It is among the leading banking groups in Europe.

Natixis has a diversiﬁ ed base of activities with signiﬁ cant expertise in its businesses,

an extensive customer base and a broad international presence. It has approximately

22,000 employees in some 60 countries.

Natixis’ activities are organized into ﬁ ve business divisions : Corporate and Investment Banking;

■

Asset Management; ■

Private Equity and Private Banking; ■

Services; ■

Receivables Management. ■

Retail banking also contributes directly to Natixis’ performance through its 20% (1)_interest

in the share capital of the Banques Populaires and the Caisses d’Epargne and, indirectly, through the sale of Natixis products and services in the branches of these two networks that together account for around 25% of the French retail banking market.

Natixis has strong positions in all of its main businesses. As the banking partner of nearly all the largest companies in France, it is also very active in servicing ﬁ nancial institutions (banks, insurance companies, pension funds, etc.). It has gradually built up an increasingly signiﬁ cant international customer base.

Natixis is one of the top-15 asset management companies worldwide and is also world No. 3 in credit insurance with Coface. Its Services business is based around powerful and ﬂ exible industrial platforms. Natixis is also No. 1 in private equity in the French small and medium-sized businesses market.

Its very broad range of products and services (structured ﬁ nance and commodities, capital markets, asset management and ﬁ nancial services) enable it to meet the needs of its own corporate and institutional clients as well as the personal banking, small business and small and medium-sized businesses customers of its two parent groups, Groupe Banque Populaire and Groupe Caisse d’Epargne.

Natixis’ fi nancial structure is strengthened through its dual affi liation to Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d’Epargne (CNCE). This dual affi liation, governed by an agreement signed on April 2, 2007 between BFBP and CNCE, enables Natixis to benefi t from a liquidity and solvency guarantee from BFBP and CNCE equally and, if necessary, jointly.

(1) Natixis holds cooperative investment certiﬁ cates (CCIs) representing 20% of the share capital of each of the Banque Populaire banks and each of the Caisse d’Epargne banks (with the exception of Caisse

1

2

3

4

5

6

7

8

9

(4)

Key ﬁ gures 2008

22,096

full-time equivalent employees

as at December 31, 2008

Operations in

68 countries

LONG-TERM RATINGS

as at end of February 2009

A+ (stable)

Standard & Poor’s

Aa3 (stable) Moody’s A+ (negative) Fitch Ratings

RESULTS

(in millions of euros ) 2008 2007

Net banking income, excl. GAPC 6,386 -Net banking income 2,934 6,043 Gross operating income/(loss) (1) _(1,754) ₉₀₂

Net income/(loss), Group share (2,799) 1,101 Net income, Group share, excl. GAPC 810

-(1) Excluding restructuring costs, costs related to the creation of Natixis and extraordinary items. BALANCE SHEET

31.12.2008 31.12.2007

Tier 1 capital €13.4 bn (2) _{€11.7 bn}(1)

Capital adequacy ratio (CAD ratio) 10.2% (2) _10.3%

Tier 1 ratio 8.2% (2) _8.3%(1)

Weighted assets €163 bn (2) _{€141 bn}

Total assets €555.8 bn €520.0 bn

(1) After anticipated 50% deduction of CCIs in accordance with CRD/Basel II rules. (2) CRD/Basel II rules.

1

2

3

4

5

6

7

8

9

(5)

(in millions of euros ) 2008 2007 (1)

“ New” CIB 2,857 2,574

Asset management 1,358 1,710 Private Equity and Private Banking 191 511

Services 1,477 1,466

Receivables Management 800 925

GAPC – Workout Portfolio Management (3,452) (864)

(1) Data taking into account: (i) Reclassifi cation of leasing activities and international services (Natixis Pramex International and Natixis Algérie) of the Corporate and Investment Banking division to the Services division (fi rst application 30.06.2008), (ii) Adjustment of analytical conventions in relation to the remuneration of allocated capital and the allocation of infrastructure costs (fi rst application 30.06/2008), (iii) Allocation of capital according to CRD/ Basel II standardized approach (fi rst application 31.03.2008).

NET OPERATING INCOME/(LOSS) OF BUSINESS LINES

(in millions of euros ) 2008 2007 (1)

“ New” CIB 370 518

Asset management 208 263

Private Equity and Private Banking (10) 248

Services 342 359

Receivables Management 71 186 Retail banking (ﬁ nancial contribution) 285 480

GAPC – Workout Portfolio Management (3,609) (776)

(1) Data taking into account: (i) Reclassifi cation of leasing activities and international services (Natixis Pramex International and Natixis Algérie) of the Corporate and Investment Banking division to the Services division (fi rst application 30.06.2008), (ii) Adjustment of analytical conventions in relation to the remuneration of allocated capital and the allocation of infrastructure costs (fi rst application 30.06.2008), (iii) Allocation of capital according to CRD/ Basel II standardized approach (fi rst application 31.03.2008).

1

2

3

4

5

6

7

8

9

(6)

Simpliﬁ ed organization chart

of Natixis businesses

(as at 31.12.2008)

1

2

3

4

5

6

7

8

9

(7)

Page

NATIXIS SHARES

NATIXIS SHARE CAPITAL

6 Stock market proﬁ le as of December 31, 2008

6 Shareholders as of December 31, 2008

6 KEY SHARE DATA

7 Dividends

7 TRADING IN NATIXIS SHARES

8 Trends in average monthly share price and number of shares traded

since January 2006

8 SHAREHOLDER RELATIONS

9 Actions undertaken in 2008

9

1

2

3

4

5

6

7

8

9

(8)

Natixis share capital

STOCK MARKET PROFILE AS OF DECEMBER 31, 2008

Share capital €4,653,020,308.80 Number of shares 2,908,137,693 Market capitalization €3.6 billion Number of individual shareholders Around 1 million Stock exchange Eurolist Paris (compartment A),

eligible for deferred settlement service

ISIN code FR0000120685

Reuters code CNAT.PA

Bloomberg France code KN

Stock market indices SBF 80, SBF 120 and SBF 250

SHAREHOLDERS AS OF DECEMBER 31, 2008

% of capital % of voting rights

Banque Fédérale des Banques Populaires and subsidiaries 35.62% 35.77% Caisse Nationale des Caisses d’Epargne et de Prévoyance 35.62% 35.77% Free ﬂ oat (including DZ Bank AG and Intesa San Paolo Holding

International) 28. 76% 28. 46%

1

2

3

4

5

6

7

8

9

(9)

Key share data

(in euros )

Natixis Natexis Banques Populaires

2008 2007 2006 2005 2004

Net income per share (a) _(1.57) _0.90 _1.73 _14.9 _8.50

Net assets per share (b) _5.37 _13.9 _14.3 _113.2 _91.1

Net dividend per share - 0.45 0.86 5.0 3.3 Number of shares 2,908,137,693 1,222,042,694 1,219,864,330 48,995,480 48,255,962 Distribution rate - 50 % 50 % (c) _{40 %} _{38.8 %}

Highest price (e) _8.91(d) _15.26(d) _15.64(d) _92.63 _72.11

Lowest price (e) _1.20(d) _7.20(d) _9.09(d) _65.79 _56.05

(a) Based on average number of shares outstanding during the year. (b) Based on number of shares outstanding at end of year. (c) Calculated on the basis of pro forma net income. (d) After 10-for-1 stock split.

(e) Adjusted price.

DIVIDENDS

Unpaid dividends, after the ﬁ ve-year period of limitations, are paid to the French government.

Dividends distributed during the previous ﬁ ve ﬁ scal years:

Fiscal year 2008 2007 2006 2005 2004

Number of shares comprising

the share capital 2,908,137,693 1,222,042,694 1,219,864,330 48,995,480 48,255,962 Net dividend per share - €0.45 €0.86 * €5.00 €3.30

* Adjusted for the 10-for-one stock split.

Natexis Banques Populaires offered its shareholders the opportunity of payment of dividends in shares for dividends paid in 2006 for the 2005 ﬁ scal year.

Natixis offered its shareholders the option of payment in shares for dividends paid in 2008 for the 2007 ﬁ scal year.

1

2

3

4

5

6

7

8

9

(10)

Trading in Natixis shares

TRENDS IN AVERAGE MONTHLY SHARE PRICE AND NUMBER OF SHARES TRADED

SINCE JANUARY 2006

Average price Highest price Lowest price Number of shares traded

Market value of shares traded Jan 2006 9.06 10.46 9.09 6,400,674 60,948,113 Feb 2006 10.54 11.84 9.29 6,812,759 73,077,936 Mar 2006 13.42 15.10 11.38 20,506,799 279,555,913 Apr 2006 14.26 14.86 13.62 10,043,333 143,616,315 May 2006 13.08 14.26 11.18 18,508,516 237,877,130 Jun 2006 12.08 13.53 11.38 14,778,879 179,330,362 Jul 2006 12.20 12.68 11.51 12,948,282 158, 062,856 Aug 2006 13.00 13.49 12.53 6,691,007 86,753,564 Sep 2006 13.64 14.80 12.80 9,941,631 135,626,218 Oct 2006 14.70 15.64 14.01 16,634,554 244,815,478 Nov 2006 (1) _14.12 _14.99 _13.32 _20,822,102 _293,988,988 Dec 2006 14.06 14.42 13.29 92,173,674 1,277,730,530 Jan 2007 14.64 15.26 13.98 60,080,850 880,876, 066 Feb 2007 14.21 14.63 12.99 42,132,662 596,276,104 Mar 2007 12.53 13.41 11.47 87,445,913 1,082,642,390 Apr 2007 12.83 13.47 11.98 59,723,732 763,334,544 May 2007 13.29 13.76 12.45 67,013,222 883,464,771 Jun 2007 12.19 12.89 11.65 68,884,045 841,703,860 Jul 2007 11.63 12.48 10.07 75,408,037 862,127,828 Aug 2007 9.97 11.06 8.86 172,782,388 1,723,842,234 Sep 2007 10.03 10.68 9.32 70,868,678 707,821,714 Oct 2007 10.55 11.92 9.89 120,346,854 1,301,514,953 Nov 2007 8.56 10.11 7.20 182,151,372 1,570,825,980 Dec 2007 9.16 10.06 8.47 68,036,529 631,114,830 Jan 2008 7.91 8.91 6.74 106,338,485 828,428,324 Feb 2008 6.92 7.76 6.03 99,504,944 677,813,864 Mar 2008 6.12 6.84 5.18 115,510,355 696,773,559 Apr 2008 6.77 7.57 6.29 90,889,889 618,465,396 May 2008 7.08 8.25 6.28 121,860,431 864,730,326 Jun 2008 5.64 6.45 4.63 105,711,914 595,527,291 Jul 2008 3.89 4.91 2.84 230,190,377 873,683,684 Aug 2008 3.90 4.97 3.30 171,618,293 678,194,396 Sep 2008 (2) _3.14 _4.34 _1.75 _729,472,146 _{2,136,145,512} Oct 2008 2.04 2.69 1.24 361,393,325 767,002,312 Nov 2008 1.75 2.30 1.28 170,471,214 306,155,876 Dec 2008 1.40 1.62 1.20 93,832,517 131,669,470

To enable comparison between share price data, the prices above take into account:

(1) The 10-for-one stock split of November 17, 2006 for prices prior to November 17, 2006 (creation of Natixis).

(2) An adjustment coefﬁ cient of 0.66 necessary for the adjustment of share prices prior to September 5, 2008 due to the capital increase.

1

2

3

4

5

6

7

8

9

(11)

Shareholder relations

ACTIONS UNDERTAKEN IN 2008

In 2008, Natixis handled all relations with individual and institutional investors, financial analysts, and rating agencies.

It prepared Natixis’ 2007 reference document (annual report) and its updates, and ensured their ﬁ ling with the AMF (French Financial Markets Authority).

Communication to accompany releases of fi nancial statements as at December 31, 2007, March 30, 2008, June 30, 2008, and September 30, 2008 was based on a press release and presentations for the fi nancial press and fi nancial analysts. Earnings announcements were also published in the press, in particular the fi nancial and business press, when the annual and interim results were announced. An electronic version of the earnings announcement was published online on the main market, economic and fi nancial websites, where visitors could link to the Natixis website and access presentations of fi nancial results and press releases.

Fiscal year 2008 was a particularly busy one for fi nancial news. Natixis issued a number of specifi c press releases, notably on the consequences of the fi nancial crisis, events that had a signifi cant infl uence on the fi nancial statements, reorganization measures and the main appointments that occurred.

All of the documents produced were published online on the Company’s website, in French and, where appropriate, in English.

In addition to regular individual meetings organized throughout 2008 with institutional investors, in France and abroad, special meetings with investors and analysts were held during conferences organized by Morgan Stanley (April 2008) and Merrill Lynch (October 2008).

Natixis has continued to develop tools speciﬁ cally tailored to its communication to individual investors:

the

■ Shareholders’ Club, launched in April 2007, has continued to expand and now has nearly 20,000 members. Membership is by request and open to all registered shareholders, or those that hold at least 50 bearer shares. The Club targets shareholders who wish to develop a close relationship with the Company. Club members receive all publications intended for shareholders such as the “Lettre aux actionnaires” (in French only) , at no charge and in the form that they choose (by mail or e-mail);

the range of activities offered by the Club was extended ■

in 2008. Club members were invited to attend events organized in connection with the Company’s sustainable development and sponsorship policy (special visit to the “Biodiversité, nos vies sont liées (Biodiversity, our lives are inter-connected)” exhibition, organized by the Noé Conservation

association and supported by Natixis, with a communication initiative about the Cinémathèque Française). A partnership was put in place with the École de la Bourse to offer shareholders training sessions on stock market techniques. Three training courses were given in 2008, two in Paris, and one in Nice; the Natixis

■ Shareholder Consultation Committee (CCAN) was set up in 2008. It comprises 12 Natixis shareholder representatives. This committee meets two or three times a year, at Natixis’ head ofﬁ ce, and its purpose is to enable members to meet with executives of the Company. It provides feedback and recommendations on Natixis’ communication to its individual shareholders. In 2008, the Committee met twice and talked to Philippe Dupont, Executive Chairman and Dominique Ferrero, Chief Executive Ofﬁ cer;

four issues of the

■ “Lettre aux actionnaires ” were published in 2008, addressing subjects of speciﬁ c interest to individual shareholders (dividend, General Shareholders’ Meeting, news of the Company, discussions with senior executives). The newsletter is sent to Shareholder club members. All issues of this newsletter can be downloaded by all shareholders from the Natixis website;

Natixis was present at the

■ Actionaria exhibition ( held in

Paris on November 21-22, 2008). Club members had free entry passes to this exhibition. Over 500 contacts were made with shareholders at the Company’s stand. From a qualitative viewpoint, and despite the particularly difﬁ cult stock market environment, impact studies continue to show that visitors to the exhibition have a very positive opinion of Natixis through its stand;

shareholders have four ways in which they can contact ■

Natixis: a

■ toll-free number open to shareholders (0800 41 41 41) open daily from 9 a.m. to 6 p.m. to answer their questions. It was used to receive reservations for events organized by the Shareholders’ Club, a postal address for shareholders (Natixis - Club des actionnaires - Quai de la Marne - 75016 Paris Cedex 19), a specially-created e-mail address (actionnaires@ natixis.fr) allowing shareholders to raise questions and send messages to the Company. The Shareholder Relations team responds to these messages live,

the

■ Natixis website “ Shareholders’ corner” section, enables the general public to access press releases, Natixis news highlights as well as all communications sent to shareholders. Club members may also register online for events through a secure extranet site accessible by password. Shareholders may also leave messages or raise questions about the website;

1

2

3

4

5

6

7

8

9

(12)

were reinforced and mobilized to meet the requirements for information from individual shareholders:

opening hours for the toll-free number were extended

■

during the summer until September. The number of operators was increased to handle the greater number of calls (over 500 calls a day during the second fortnight of September 2008, compared to an average of 70 per day normally),

a

■ temporary dedicated extranet site was set up during the subscription period for the capital increase (from September 1-30, 2008) with user-friendly tools (simulator of subscription rights, question and answer facility, library of reference documents relating to the operation). This temporary site enabled information about the operation to be conveyed effectively. There was signiﬁ cant interest with almost 45,000 visitors and over 200,000 pages viewed during the period,

two telephone conferences of the Shareholders’

■

Consultative Committee were held during summer 2008 in order to obtain the opinions of its members in relation to actions undertaken for individual shareholders in relation to the capital increase. The opinions expressed by the CCAN during these meetings were able to be taken into account in the communication support media created for the operation.

Two General Shareholders’ Meetings were held in 2008. On May 22, 2008, over 1,500 people were scheduled to attend the Natixis General Shareholders’ Meeting in the Carrousel du Louvre. A ﬁ re in the Louvre area the night before the event made it impossible for the Meeting to be held at the scheduled location. The General Shareholders’ Meeting was held, nevertheless, on the same day a few hours later than originally scheduled, at the

Palais Brongniart in Paris. Over 600 people were able to attend

this combined Ordinary and Extraordinary General Shareholders’ Meeting The results of the Company were commented upon and explained and Natixis’ management answered questions from shareholders.

On August 29, 2008 an Extraordinary General Shareholders’ Meeting was held in order to authorize the Executive Board to proceed with the capital increase that took place during September 2008. This meeting was held at the Palais Brongniart in Paris. Tel: +33 (0) 1 58 19 26 34 or +33 (0) 1 58 32 06 94 - Fax: +33 (0) 1 58 19 93 93 Website: www.natixis.com e-mail: [email protected] Shareholders’ corner

Toll-free number (for callers in France): 0 800 41 41 41 Website: www.natixis.com e-mail: [email protected] Securities department Tel: +33 (0) 1 58 32 31 86 - Fax: +33 (0)1 58 32 29 30 e-mail: [email protected] Registered shareholders Website: www.emetline.com e-mail: [email protected]

2009 ﬁ nancial communications

calendar

February 26, 2009

2008 Results Press Release

April 30, 2009

General Shareholders’ Meeting

May 14, 2009

Q1 2009 Results Press Release

August 27, 2009

H1 2009 Results Press Release

November 16, 2009

Q3 2009 Results Press Release

1

2

3

4

5

6

7

8

9

(13)

Participating in the General Shareholders’ Meeting

Notice of General Shareholders’ Meeting

The Notice of General Shareholders’ Meeting pack presents the agenda of the Meeting and the resolutions that will be put to a vote. It is sent directly to holders of registered shares who purchased their shares at least one month before the Meeting date. Included in the pack is a form to apply for an admittance card, for shareholders planning to attend the Meeting in person, and proxy and postal voting for shareholders who are unable to attend.

Holders of bearer shares are advised of the General Shareholders’ Meeting through notices published in the Bulletin des Annonces Légales Obligatoires (BALO – http://balo.journal-offi ciel.gouv.fr) and the fi nancial press at least 35 days prior to the Meeting date. They may also obtain information by calling the toll-free number (for calls originating in France) or by visiting the bank’s website. Copies of the Notice of Meeting and voting forms can be obtained from their fi nancial intermediary.

Legal requirements prior to the Meeting

Registered shares must be recorded in the holder’s registered share account or administered registered share account at least three business days prior to the General Shareholders’ Meeting.

Holders of bearer shares should request the bank or broker that manages their share account to send a certiﬁ cate of attendance (“attestation de participation”) to Natixis, which must be received at least three days prior to the Meeting date, to allow an admittance card to be sent to the shareholder.

Attending the General Shareholders’ Meeting in person

Shareholders will be required to present their admittance card at the door. If they do not receive this card in time, they can still vote at the Meeting if they show an ofﬁ cial identity document (accompanied by the certiﬁ cate of attendance provided by the bank or broker that manages their share account).

Postal and proxy voting

Shareholders who do not attend the General Shareholders’ Meeting in person can take part in the vote by:

giving proxy to the Chairman of the Meeting, by returning the signed proxy form. The Chairman then casts a “Yes” vote on all

■

resolutions presented or approved by the Executive Board and a “No” vote on all other resolutions;

voting by post by returning the signed postal voting form after checking the appropriate boxes so as to vote “Yes”, “No” or “Abstain”

■

on each resolution presented to shareholders;

giving proxy to their spouse or another Natixis shareholder to vote on their behalf at the Meeting.

■

1

2

3

4

5

6

7

8

9

(14)

1

2

3

4

5

6

7

8

9

(15)

2

Page

CORPORATE GOVERNANCE

BOARD COMPOSITION AND PREPARATION AND ORGANIZATION

OF ITS WORK

14 STRUCTURE OF EXECUTIVE BODIES

14 ROLE AND OPERATING RULES OF THE EXECUTIVE BODIES

18 POLICIES AND RULES FOR DETERMINING COMPENSATION AND

ALL BENEFITS IN KIND PAID TO MEMBERS OF THE EXECUTIVE

BODIES 27

POTENTIAL CONFLICTS OF INTEREST

45 Developments relating to corporate governance, contained in this chapter, are subject

to be impacted by proposed resolutions submitted to the combined Extraordinary and

Ordinary General meeting to be held on April 30, 2009 such as those relating to changes

to the method of administration and management of Natixis by adopting the structure of

a French Société Anonyme with a conseil d’administration – similar to a Public Liability

Company in the UK (see Chapter VIII – “Executive Board report on the resolutions submitted

to the General Meeting” and “Proposed resolutions for the AGM of April 30, 2009”).

1

2

3

4

5

6

7

8

9

(16)

Board composition and preparation

and organization of its work

Structure of executive bodies

(1)

Supervisory Board as of March 6, 2009

Member Main role in the Company Main role outside the Company

François Perol

Date of birth: 06.11.1963 Natixis shares held: 1,000

Chairman, Supervisory Board

First appointed: 6/3/2009 (2)

(Chairman, Supervisory Board: Supervisory Board Meeting, 06.03.2009)

Term expires: 2012 AGM (3)

Chairman, Executive Board, Caisse Nationale des Caisses d’Epargne et de Prévoyance

CEO, Banque Fédérale des Banques Populaires

50 Avenue Pierre Mendès France 75201 Paris Cedex 13

Jean-Louis Tourret

1st Vice-Chairman of the Supervisory Board

First appointed: AGM, 17.11.2006

(Deputy Chairman, Supervisory Board: 17.11.2006) Term expires: 2012 AGM (3)

Member, Compensation Committee

First appointed: 17.11.2006 Term expires: 2012 AGM (3)

Chairman, Banque Populaire Provençale et Corse 245 Boulevard Michelet BP 25 13274 Marseille Cedex 09 Didier Patault Date of birth: 22.02.1961 Natixis shares held: 2,300

2nd Vice-Chairman of the Supervisory Board

(Deputy Chairman, Supervisory Board: 12.11.2008) Term expires: 2012 AGM (3)

Chairman, Executive Board, Caisse d’Epargne Bretagne – Pays de Loire 8 Rue de Bréa

BP 835 44000 Nantes

Banque Fédérale des Banques Populaires

Natixis shares held: 1,034,400,960

Permanent representative: Philippe Queuille

First appointed: AGM, 17.11.2006 Term expires: 2012 AGM (3)

Member, Audit Committee

First appointed: Supervisory Board Meeting, 06.03.2009

(Member of the Compensation Committee from 16.01.2008 to 06.03.2009)

Deputy CEO, Banque Fédérale des Banques Populaires Le Ponant de Paris 5 Rue Leblanc 75511 Paris Cedex 15

(1) A brief curriculum vitae of each of the corporate ofﬁ cers of Natixis as well as a list of the roles that they performed as director in 2008 and in the previous ﬁ ve years are shown in the appendixes below.

(2) To be ratiﬁ ed by the Combined General Shareholders’ Meeting of April 30, 2009. (3) At the General Shareholders’ Meeting called to approve the ﬁ nancial statements for 2011.

1

2

3

4

5

6

7

8

9

(17)

Caisse Nationale des Caisses d’Epargne et de Prévoyance

Natixis shares held: 1,034,400,960

Permanent representative: Alain Lemaire

Joint Chairman, Audit Committee

CEO, Caisse Nationale des Caisses d’Epargne et de Prévoyance 50 Avenue Pierre Mendès France 75201 Paris Cedex 13

Vincent Bolloré

Member, Supervisory Board

Chairman, Compensation Committee

Chairman & CEO, Bolloré Group Tour Bolloré

31-32 Quai de Dion-Bouton 92800 Puteaux

Jean Clochet

Chairman, Banque Populaire des Alpes 2 Avenue du Grésivaudan BP 43 – CORENC 38701 LA TRONCHE CEDEX Jean-Claude Crequit Date of birth: 10.06.1953 Natixis shares held: 2,413

Chairman. Executive Board. Caisse d’Epargne Côte d’Azur 455 Promenade des Anglais BP 297

06205 Nice Cedex

Stève Gentili

Chairman, BRED Banque Populaire 18 Quai de la Rapée 75012 Paris

Francis Henry

Chairman, Steering and Supervisory Board, Caisse d’Epargne Lorraine Champagne-Ardenne

6 Rue de la Grosse-Écritoire BP 2747 57062 Reims

Bernard Jeannin

First appointment: 06.03.2009 Term expires: 2012 AGM (3)

CEO, Banque Populaire Bourgogne Franche-Comté 5 Avenue de Bourgogne B.P. 63 21802 QUETIGNY CEDEX Olivier Klein Date of birth: 15.06.1957 Natixis shares held: 1,000

First appointment: 12.11.2008 Term expires: 2012 AGM (3)

Chairman, Executive Board. Caisse d’Epargne Rhône-Alpes 42 Boulevard Eugène Deruelle BP 3276 69404 Lyon Cedex 3

1

2

3

4

5

6

7

8

9

(18)

Yvan de La Porte du Theil

Deputy Chief Executive Ofﬁ cer Banque Fédérale des Banques Populaires

CEO, Banque Populaire Val-de-France 9 Avenue Newton 78183 Saint-Quentin-en-Yvelines Cedex Jean-Charles Naouri Date of birth: 08.03.1949 Natixis shares held: 2,500

Joint Chairman, Audit Committee

Chairman, Euris

83 Rue Faubourg-Saint-Honoré 75008 Paris

Henri Proglio

Chairman & CEO, Veolia Environnement

38 Avenue Kléber 75016 Paris

Philippe Sueur

Vice-Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France

57 Rue du Général-de-Gaulle 95880 Enghien-les-Bains

Robert Zolade

Chairman, Elior 65 Rue de Bercy 75589 Paris Cedex 12 Luigi Maranzana Date of birth: 22.01.1941 Non-voting director First appointed: 08.10.2008 Term expires: 08.10.2014

Chairman, Eurizon Vita S.p.A. Corso Cairoli n° 1

10123 Turin, (Italy)

Supervisory Board members whose term of ofﬁ ce had expired as of March 6, 2009 Bernard Comolet

Member, Supervisory Board (until 05.03.2009)

(Chairman, Supervisory Board from 12.11.2008 to 05.03.2009)

Bruno Mettling

Member, Supervisory Board (until 05.03.2009)

(Member, Audit Committee from 16.01.2008 to 05.03.2009)

Ulrich Brixner

Date of birth: 06.01.1941

Non-voting director (until 19.02.2009)

(3) At the General Shareholders’ Meeting called to approve the ﬁ nancial statements for 2011.

1

2

3

4

5

6

7

8

9

(19)

Execut ive Board as of March 6, 2009

Members Main role in the Company Main role outside the Company

Dominique Ferrero

Chairman, Executive Board Member, Executive Board

First appointed: 17.11.2006 Term expires: 17.11.2012

(Dominique Ferrero was CEO from 17.11.2006 to 06.03.2009)

Jean-Marc Moriani

Member, Executive Board

First appointed: 14.02.2008 Term expires: 17.11.2012

Executive Board members whose term of ofﬁ ce had expired as of March 6, 2009 Philippe Dupont

Executive Chairman (until March 2, 2009)

Executive Board members whose term of ofﬁ ce expired in 2008 Jean-Pascal Beaufret

Member, Executive Board (from February 14

to November 30, 2008)

François Ladam

Date of birth: 9/1/1947

Member, Executive Board (until May 31, 2008)

Anthony Orsatelli

Member, Executive Board (until February 14, 2008)

Executive Committee (Comex) as at March 6, 2009

COMEX MEMBERS AS OF MARCH 6, 2009

Dominique Ferrero

Chairman, Executive Board

Jean-Marc Moriani

Member, Executive Board

Aline Bec Information Systems Jérôme Cazes Receivables Management Jean-Yves Forel Services Pierre Servant Asset Management Ewa Brandt Human Resources

Jean Duhau de Berenx

Private Equity and Private Banking Christian Gissler Risk Sophie Cormary Communication Bertrand Duval Coverage/CIB André-Jean Olivier Finance

1

2

3

4

5

6

7

8

9

(20)

Natixis corporate governance, in its current form, is based on the by-laws adopted by Natexis Banques Populaires’ (subsequently become Natixis) at its General Shareholders’ Meeting on November 17, 2006.

Since November 17, 2006, the bank has had an Executive Board and Supervisory Board, as set out in Articles L.225-57 et seq. of the French Commercial Code.

A number of corporate governance rules relating to the composition and powers of the Supervisory Board and the Executive Board are determined by the provisions of the agreement signed on November 17, 2006, which aims to guarantee equal representation of the two shareholders on the Supervisory Board.

Supervisory Board

A - Organization

Natixis’ Supervisory Board was appointed for a period of six years at the General Shareholders’ Meeting of November 17, 2006. It is composed of eighteen members, in addition to two non-voting directors.

Supervisory Board members (excluding non-voting directors) can be divided into three groups:

seven members from Groupe Banque Populaire; ■

seven members from Groupe Caisse d’Epargne. ■

Groupe Banque Populaire and Groupe Caisse d’Epargne, that each held 35.62% of Natixis’ shares as of December 31, 2008, have an equal number of seats on the Supervisory Board. This equal representation is in accordance with the agreement signed between the two shareholders.

Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d’Epargne (CNCE) are each members of the Board as majority shareholders and legal persons. The other 12 members from the two groups are all individuals and directors of member banks of Groupe Banque Populaire and Groupe Caisse d’Epargne;

four independent members serve on Natixis’ Supervisory ■

Board:

Vincent Bolloré; Jean-Charles Naouri; Henri Proglio and Robert Zolade.

Vincent Bolloré heads and controls Groupe Bolloré that occupies leading positions in several industrial activities and services and media sectors. Jean-Charles Naouri is Chairman of Euris, the holding company to one of France’s largest retail groups. Henri Proglio is Chairman and Chief Executive Ofﬁ cer

of Veolia Environnement. Robert Zolade is Chairman of the catering company, Groupe Elior.

All four of these members satisfy the criteria for independent members as set out in the AFEP/MEDEF reports. Banking relationships between Natixis and the groups headed by these two individuals are not of a nature to affect the impartiality of their judgement. In addition Henri Proglio serves as a non-voting director on the Supervisory Board of Caisse Nationale des Caisses d’Epargne, one of Natixis’ two principal shareholders. The Supervisory Board does not include two-thirds of independent directors in its composition as the provisions of the shareholder agreement provide for other safeguards.

The two non-voting directors, Ulrich Brixner and Alfonso Iozzo, German and Italian nationals respectively, are both directors, or former directors, of major banking groups and provide the Board with the insight of European partners.

Under the terms of the agreement between the two main shareholders, a representative of one of the two shareholders shall hold Chairmanship of the Supervisory Board alternately for a period of six years. The ﬁ rst Vice-Chairman of the Supervisory Board shall be a representative of the shareholder not represented by the Chairman of the Supervisory Board, and the second Vice-Chairman shall be a representative of the other shareholder. Since November 17, 2006, Charles Milhaud, Chairman of the Executive Board of Caisse Nationale des Caisses d’Epargne, has been Chairman of the Supervisory Board. The two Vice-Chairmen are Jean-Louis Tourret (ﬁ rst Vice-Chairman) and Bernard Comolet (second Vice-Chairman) respectively.

During 2008 there were changes to the Board’s membership: in October 2008, Luigi Maranzana was appointed provisionally ■

as a non-voting director, subject to approval at the next General Shareholders’ Meeting, to replace Alfonso Iozzo who resigned;

in November 2008, following the resignation of Charles ■

Milhaud from his position as Chairman and member of the Supervisory Board, Bernard Comolet was appointed Chairman of the Supervisory Board and Olivier Klein was co-opted as a member of the Supervisory Board for the remaining duration of Charles Milhaud’s term of offi ce, i.e. until the close of the General Shareholders’ Meetingheld to approve the fi nancial statements for fi scal year ending December 31, 2011. As a result, Didier Patault was appointed second Vice-Chairman of the Supervisory Board and member of the Compensation Committee elected to replace Bernard Comolet who had occupied these roles until then.

On the same date, Alain Lemaire was appointed as the new permanent CNCE representative on the Supervisory Board

Role and operating rules

of the executive bodies

1

2

3

4

5

6

7

8

9

(21)

Nicolas Mérindol.

At the Supervisory Board Meeting of March 6, 2009 the resignations of Bernard Comolet and Bruno Mettling from the Supervisory Board were noted and the cooptation of François Pérol as a member of the Supervisory Board and his appointment as Chairman of the Board were approved unanimously.

In accordance with the provisions of Article 14 of the by-laws, each member of the Supervisory Board must own a minimum of at least 1,000 shares during their term of ofﬁ ce.

When a new member is appointed to the Supervisory Board, their curriculum vitae with a career summary is circulated to Supervisory Board members and shareholders.

B - Role and powers of the Supervisory Board

In accordance with French law and by-laws (Section II, Articles 14 to 18), the Supervisory Board exercises permanent control of the management of the Company by the Executive Board.

At any time of the year, it carries out the veriﬁ cations and reviews it considers appropriate and may request from the Executive Board any documents that it deems useful to the fulﬁ lment of its mission.

At least once a quarter, and in practice at each meeting, the Executive Board presents a report summarizing the main actions or events in the Company’s management, including all quantitative and qualitative information required concerning the development of the Company’s business activities.

At the end of each fi scal year, within regulatory timeframes, the Executive Board presents to the Supervisory Board the annual fi nancial statements, the consolidated fi nancial statements, and its report to the General Shareholders’ Meeting, for the purposes of review and verifi cation. At the General Shareholders’ Meeting, the Supervisory Board presents its observations on the Executive Board’s report and the annual, parent company and consolidated fi nancial statements.

This supervision should under no circumstances imply the undertaking, whether directly or indirectly, of management actions by the Supervisory Board or its members.

The Supervisory Board appoints and may remove Executive Board members, the Executive Chairman and Chief Executive Ofﬁ cers as provided for under French law and Article 9 of the by-laws and under the terms and conditions mentioned in the shareholders’ agreement as described in paragraph 1.2.2. of the Reference Document.

The Supervisory Board approves the draft resolution proposing to the General Shareholders’ Meeting the appointment of Statutory Auditors, under the terms and conditions provided for by law. The Supervisory Board may decide to establish committees to review issues submitted to it for examination by the Board itself or its Chairman. It determines the composition and duties of these committees, which operate under its responsibility.

the prior authorization of the Supervisory Board for certain transactions:

increases in share capital, with maintenance of preferential ■

subscription rights, with immediate effect or in the future, for an amount, including premium, of over €75 million, and an increase in Natixis’ share capital, with immediate effect or in the future, without preferential subscription rights;

extension of Natixis’ activities into material lines of business not ■

carried on by Natixis;

appointment of Supervisory Board members and the Board of ■

Directors, Executive Board and, if applicable, Chief Executive Ofﬁ cers and Deputy Chief Executive Ofﬁ cers of the main subsidiaries;

any acquisition or increase in a stake, all investments, ■

divestments (or creation of joint venture) by Natixis or one of its subsidiaries, for an amount in excess of €150 million;

any transfers, mergers or reorganizations in which Natixis or ■

one of its main subsidiaries is involved;

approval of the Company’s business plan prepared by the ■

Executive Board comprising, in particular, target rates of return and the Company’s risk policy, as well as any material changes in the strategic plan;

proposals to the General Shareholders’ Meeting of any ■

changes to the by-laws.

The Supervisory Board has decided to adopt a set of Internal Rules in addition to the statutory requirements, specifying certain procedures for its operation and setting out the rights and duties of its members. These are sent to each member at the time of his or her appointment.

Amongst the provisions of these Internal Rules particular attention should be drawn to those that deal with:

the deﬁ nition of the criteria used to qualify members

■

as “independent”:

an independent director is a person who has no relationship whatsoever with the Company, its management or the Group that may compromise his or her freedom of judgement or be of a nature as to create a situation of conﬂ ict of interest with management, the Company or the Group.

Therefore, an independent member of the Supervisory Board may not:

be an employee or corporate ofﬁ cer of the Company or the ■

Group, an employee or director of a shareholder controlling on its own, or in concert, the Company, in accordance with Article L.233-3 of the French Commercial Code, or a Company consolidated by it, and has not served in such a capacity during the previous ﬁ ve years;

be a corporate ofﬁ cer of a Company in which the Company, ■

directly or indirectly, holds a directorship or in which an employee is designated as such or a corporate ofﬁ cer of the

1

2

3

4

5

6

7

8

9

(22)

of the Company or the Group, or for which the Company accounts for a signiﬁ cant portion of its business;

have a close family connection with an executive of the ■

Company or its group, have been an auditor of the Company or a group company in the previous ﬁ ve years, have been an executive of the Company or one of the group’s companies in the previous ﬁ ve years, been a member of the Company’s Supervisory Board for more than 12 years, receive or have received additional material compensation from the Company or the Group other than directors’ fees.

Supervisory Board members representing signiﬁ cant shareholders, directly or indirectly, in the Company may be considered independent if these shareholders do not control the Company within the meaning of Article L.233-3 of the French Commercial Code. However, if a member of the Supervisory Board represents a shareholder of the Company holding, directly or indirectly, more than 10% of the share capital or voting rights, the Board, on the basis of a report from the Compensation Committee, shall review the member’s independence, taking into account the composition of the Company’s share capital and the existence of any potential conﬂ icts of interest.

Designation as an independent member of the Supervisory Board is discussed by the Compensation Committee, which prepares a report on the subject for the Board;

the Ethics and Compliance Charter for Supervisory

■

Board members:

the Internal Rules state that each member of the Supervisory Board must devote due time and attention to fulﬁ lling his or her duties and regularly attend meetings of the Board and Committee or Committees of which he or she is a member. Each Supervisory Board member must ensure that he or she acts at all times in the best interests of Natixis and undertakes to defend and promote Natixis’ values.

Supervisory Board and Committee members, as well as any person attending their meetings, have a general obligation of conﬁ dentiality on matters discussed at such meetings, as well as any information of a conﬁ dential nature or presented as such by its Chairman or the Executive Chairman.

Each Supervisory Board member must declare any trading in securities of the Company, in accordance with the provisions of Article L.621-18-2 of the French Monetary and Financial Code. Members must also inform the Company of the number of shares held as of December 31 of each year and of any ﬁ nancial transaction, to enable communication of this information by the Company.

The Company may also ask each Board member to provide any information in relation to the trading of securities of listed companies, necessary for it to fulﬁ l its reporting obligations to all authorities such as stock market authorities, both in France and abroad.

transactions involving Natixis securities in the 45 days prior to the publication of the Company’s quarterly, interim or full-year results or before a General Shareholders’ Meeting and ending two trading days after the date of the event concerned.

Supervisory Board members shall refrain from acting in a conﬂ ict of interest with Natixis or the companies it controls, e.g. when there is a proposed transaction in which a member of the Supervisory Board or a non-voting director is directly or indirectly concerned;

certain authorities that the Board has given

■

the Executive Board through the Internal Rules:

the Supervisory Board has decided, in accordance with Article R.225-54 of the French Commercial Code, that:

disposals of buildings, up to a limit not exceeding €10 million

■

per transaction;

disposals of investments in any form of Company or grouping,

■

up to a limit not exceeding €10 million per transaction; disposals of investments in any form of Company or grouping

■

created solely for the purpose of carrying out corporate or investment banking transactions, irrespective of the value, may be decided by the Executive Board without prior authority from the Supervisory Board.

In accordance with the regulations, the Executive Board may in turn decide to sub-delegate the power granted to it pursuant to this rule;

evaluation of the Supervisory Board:

■

at least once a year, there will be an agenda item that deals with the evaluation of the operation of the Supervisory Board, with an account of this to be included in the Company’s annual report;

operating procedures of the Board speciﬁ ed

■

in the Internal Rules:

in particular, the Internal Rules provide that, except for the adoption of decisions in relation to the checking and review of the Company and consolidated ﬁ nancial statements, Supervisory Board members participating at a meeting by videoconference or through the use of telecommunication facilities transmitting at least the member’s voice and whose technical characteristics allow for continuous and simultaneous streaming of the proceedings, shall be deemed present for the purposes of calculation of the quorum and majority.

Minutes of Supervisory Board Meetings are prepared and these are sent to the members.

C - Activity of the Supervisory Board in 2008

During 2008 The Supervisory Board met on 13 occasions. The attendance rate of its members was 87.12% for the whole year (compared to 85% in 2007).

1

2

3

4

5

6

7

8

9

(23)

board members to listen to them and put any questions that they considered relevant.

As required, the CFO and other business division executives were also invited to provide further information on subjects raised in meetings.

In accordance with banking legislation, the Board has been informed of reports prepared on the conditions for exercising internal control and on the measurement and monitoring of risks. The Board also examined the Chairman’s report on the conditions for the preparation and organization of the work of the Board.

In addition the Board received a report on the work of the Audit Committee.

In relation to business monitoring, the Board was kept informed of the budget projections for the Company at the beginning of 2008 and for the 2009 ﬁ scal year at the end of the year, as well the parent company and consolidated statutory ﬁ nancial statements prepared by the Executive Board. It was regularly kept informed of correspondence from the Banking Commission (Commission Bancaire) and the AMF. It also received draft copies of resolutions submitted to the General Shareholders’ Meeting by the Executive Board. A regular update was presented to it on liquidity.

In addition to activity reports from the Executive Board giving an account of events between two meetings and the trends in business markets, the Board was kept regularly informed of measures affecting the Natixis organization, in the Departments of the parent company itself or in its subsidiaries.

The Board, in accordance with the shareholders’ agreement and by-laws, had notably to give an opinion on the restructuring operations between subsidiaries prior to their implementation. The following projects were concerned:

the formation of Natixis Epargne Financière; ■

the formation of a joint subsidiary CNP-Natixis Belgique ■

Investissements (NBI);

the formation of a form of joint-venture company (Société en ■

participation-SEP) between Natixis CMO and the electronic payments subsidiary Natixis Paiements;

within the “Securities” business: transfer of institutional ﬁ nancial ■

services from Natixis to CACEIS and the transfer of Gestitres’ assets and liabilities to Natixis;

the restructuring plan for the private banking business bringing ■

together various entities;

the restructuring of the Guarantees and Surety division with ■

transfers of assets and liabilities;

the sale by Natixis of Natixis Consumer Finance securities to ■

Ecrinvest 11 and of GCE Bail securities to Natixis Lease. Amongst the various decisions falling under the Supervisory Board’s responsibility was the approval of the proposed share

rights for a total of around €3.7 billion. It also approved the transformation plan for the Corporate and Investment Bank that was presented to it at the end of the year.

Obviously, the work of the Board was marked by the special focus afforded to the analysis of the situation created by the international ﬁ nancial crisis.

In this regard the Board regularly questioned the Company’s management and listened to the comments, in particular, of the Audit Committee on the impact of the crisis that ﬁ rst hit structured credit products before spreading to other asset categories. It also met with members of Comex during the course of its work.

In accordance with regulations in force, the Supervisory Board authorized a certain number of regulated contracts prior to their signature. These were:

During its March 5, 2008 meeting:

the contractual documentation in relation to the €25 billion ■

secured bond issue by Groupe Caisse d’Epargne, in which Natixis was involved. These were: the Receivables Pledge

Agreement, the Issuer Accounts Pledge Agreement, the Asset Monitor Agreement and the Master Definitions and Constructions Agreement.

During its March 28, 2008 and June 26, 2008 meetings: the shareholders’ loan agreement between Natixis, BFBP ■

and CNCE of €1.5 billion granted one half by BFBP and the other half by CNCE; and a rider to this agreement relating to an additional €1 billion also granted half by BFBP and half by CNCE.

During its September 3, 2008 meeting:

the underwriting agreement between Natixis, BFBP, CNCE ■

and the member banks of the underwriting group constituted for the requirements of the capital increase;

the agreement between Natixis, BFBP and CNCE in relation to ■

the underwriting commitment for the capital increase; the early repayment of overdrafts granted to Natixis in the ﬁ rst ■

half of 2008 by BFBP and CNCE, and the approval of the signature of the letter of agreement pertaining to it.

During its December 18, 2008 meeting:

conﬁ rmed the application of the rules of the Group retirement ■

plan to Executive Board members and its closure (in that it defi nes the potential rights of members, fulfi lling the conditions required to benefi t from the plan, if they were appointed to the Executive Board between November 27, 2006 and December 15, 2008);

the agreement in relation to the distribution of products and ■

services offered by certain Natixis subsidiaries to regional banks, formerly owned by HSBC, acquired by Groupe Banque Populaire.

1

2

3

4

5

6

7

8

9

(24)

Board examined the AFEP-MEDEF recommendations of October 6, 2008 on the compensation of executive corporate offi cers of listed companies. It showed that these recommendations are in line with the Company’s corporate governance approach. In addition it specifi ed that, pursuant to the July 3, 2008 law transposing the European Community directive 2006/46/EC of June 14, 2006 into French law, the modifi ed AFEP-MEDEF code is the one that the Company refers to in the preparation of the report provided for under Article L.225-68 of the French Commercial Code.

The AFEP-MEDEF code is available for consultation at the head ofﬁ ce of the Company and on the Natixis website.

Specialist committees: established

by the Supervisory Board

In accordance with the agreement signed on November 17, 2006, the two shareholders have equal representation on the Risk Management Committee and the Compensation Committee, each of which comprises six members, including two independent members. The Vice-Chairman of the Supervisory Board and an independent member jointly chair the Audit Committee. By special dispensation, the ﬁ rst joint chairman of the Audit Committee, from November 17, 2006, shall be a member put forward by Caisse Nationale d’Epargne et de Prévoyance and an independent member. An independent member shall chair the Compensation Committee.

1 Audit

Committee

A - Organization

■

Pursuant to Article 17.1 of the by-laws and the provisions of the shareholder agreement, referred to in the previous paragraph, the Supervisory Board Meeting on November 17, 2006 appointed the following as Audit Committee members: Nicolas Mérindol and Jean-Charles Naouri, as co-Chairmen; and Jean-Claude Créquit, Michel Goudard, Yves de La Porte du Theil and Robert Zolade, as committee members.

The Supervisory Board, at its January 16, 2008 meeting, appointed subsequent to the retirement of Michel Goudard on December 31, 2007, Bruno Mettling, Deputy Chief Executive Ofﬁ cer of Banque Fédérale des Banques Populaires, Member of the Audit Committee.

Following the appointment of Alain Lemaire as the new permanent representative of CNCE to the Supervisory Board, he was also appointed co-Chairman of the Audit Committee, to replace Nicolas Mérindol.

The Supervisory Board of March 6, 2009 noted the resignation of Bruno Mettling from the Supervisory Board and appointed Philippe Queuille to replace him as member of the Audit Committee.

The Natixis Audit Committee does not include two-thirds of independent directors in its composition as the provisions of the shareholder agreement, signed in 2006, provide for other

co-Chaired by an independent member.

B - Role and powers

■

The Natixis Audit Committee has internal regulations specifying its powers and its working procedures that were approved by the Supervisory Board on March 14, 2007.

Natixis’ Audit Committee has the following responsibilities: it assists the Supervisory Board in its inspection and auditing ■

of the ﬁ nancial statements and the Chairman’s report on the Company’s business activities. Under this framework, it monitors the quality of information provided to shareholders and, more generally, carries out the duties set out in CRBF rule No. 2001-01 of June 26, 2001, concerning internal control of credit institutions and investment ﬁ rms, amending CRBF rule No. 97-02 of February 21, 1997, as amended by rule No. 2004-02 of January 15, 2004;

it examines the Company and consolidated annual and ■

interim fi nancial statements, as well as the Company’s budget projections at least one week before they are presented to the Supervisory Board, as well as Company fi nancial documents distributed at the time the fi nancial statements are approved; it gives an opinion on the choice or renewal of the Company’s ■

Statutory Auditors and examines the scope of their work, the results of their investigations and their recommendations, as well as any actions taken on the basis of these recommendations; it gives an opinion on the procedures implemented by the ■

Company to ensure compliance with regulations, as well as the monitoring and control of risks; to that end, it receives reports from the risk committees of the Company and its main subsidiaries, as well as reporting on risks, notably operational, market or counterparty risks, carried out under the supervision of the Company’s Executive Board;

it gives an opinion on the appointment and removal of the head ■

of the bank’s Inspection Department;

it monitors the implementation of actions based on the ■

conclusions of Inspection and Banking Commission assignments; for this purpose, it may receive reports from the Inspection Department and Commission Bancaire in relation to the Company and its subsidiaries;

it approves the Company’s annual internal audit program, ■

including audits of subsidiaries, which should be presented to the Committee at least one week prior to approval;

it gives an opinion on the report submitted to it each year in ■

relation to commercial relationships between the Company and one or more of its subsidiaries and all, or some, of the entities making up Groupe Caisse d’Epargne or Groupe Banque Populaire.

The Company’s Executive Board provides the Audit Committee with any documents and information that may help it to discharge its duties, as necessary. The following list is not exhaustive: