NATIXIS - 2020 Meeting notice combined general shareholder's meeting

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GLOSSARY

Independent director

In accordance with the Afep-Medef code and the internal regulations of the Board of Directors (available online on Natixis’ website: www.natixis.com ), an independent director is a person who has no ties with the management, Company or Group of a nature liable to compromise their freedom of judgment or create a conflict of interest with the management, Company or Group. Accordingly, an independent member of the Board of Directors cannot: in the last five years, be or have been: V an employee or executive corporate officer of the Company, V an employee, executive corporate officer or director of a company consolidated under Natixis, V an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE; V be an executive corporate officer of a company in which the Company directly or indirectly holds a directorship, V or in which a designated employee of the Company or an executive corporate officer of the Company (currently or within the last five years) holds a directorship; be a customer, supplier, investment or corporate banker: V that is material for the Company or its Group, V or for which the Company or its Group represents a significant portion of such person’s business; V have close family ties with a corporate officer; V have been a Statutory Auditor of the Company within the last five years; V have been a member of the Company’s Board of Directors for more than 12 years. Independent director status is lost V once a Board member has served for 12 years; receive variable compensation in cash or in shares, or any performance-linked compensation from the Company. V Pursuant to Articles L.225-38 et seq. of the French Commercial Code, certain agreements are subject to prior authorization by the Board of Directors. The Statutory Auditors prepare a special report on these agreements which is presented to the General Shareholders’ Meeting for its approval (“Related Party Agreements Procedure”). These agreements are those concluded, either directly or through an intermediary, between the Company and the following persons: its Chief Executive Officer; V one of its Deputy Chief Executive Officers; V one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, V if it is a corporate shareholder, the Company that controls it within the meaning of Article L.233-3 of the French Commercial Code. Agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related Party Agreements Procedure. Finally, agreements between companies with common officers are also subject to the Related Party Agreements Procedure. The prior approval of the Board of Directors is justified by an explanation of the agreement's value for the Company, in particular by specifying the financial conditions attached. Conditions for the issuing of shares to which the securities giving access to share capital issued entitle the holder and dates on which these rights may be exercised: Securities giving access to share capital in the form of debt securities (for example, bonds convertible into or redeemable for shares, or bonds with share warrants attached) may entitle holders to shares at any time, during set periods, or at established dates. The shares may be provided by way of conversion (for example, of convertible bonds into shares), redemption (for example, bonds redeemable in shares), exchange (for example, bonds exchangeable for shares), or the presentation of a warrant (for example, bonds with share warrants attached) or by any other way, during the issue period, regardless of whether the holders of securities issued in this way have waived their preferential subscription rights. In accordance with the law, when your General Shareholders' Meeting delegates the authority to issue securities giving access to shares to be issued, the preferential subscription rights to the shares to which the securities issued entitle them are waived.