NATIXIS -2020 Universal Registration Document

2 CORPORATE GOVERNANCE

Governance of Natixis at December 31, 2020

Monitoring table of compliance with the recommendations 2.1.3 of the Afep-Medef Code The Company refers to the Afep-Medef Corporate Governance Codew, hich is available on the Natixis website: www.natixis.com . In accordancewith the “apply or explain” rule provided for in Article L.22-10-10(4) of the FrenchCommercialCode and addressed in Article 27.1 of the Afep-Medef Code, Natixis believes that its practices comply with the recommendations of the Afep-Medef code. However, certain recommendations in view of the specific nature of its governance mentioned above (see section 2.1.1 of this chapter) were excluded for the reasons set out in the following table:

Audit Committee (Article 16.1 of the Code)

Independent members do not make up two thirds of the Natixis Audit Committee, as recommended by the Afep-Medef Code, in order to represent the different components of the Company’s main shareholder (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a BPCE Group representative). Strictly following the Afep-Medef Code recommendations on the composition of the Audit Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of those Committees’ work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committees, which are, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Audit Committee are only adopted if the majority of members present, including the Chairman, voted for them. The number of independent directors on Natixis’ Appointment Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef Code. It has a balanced composition (50% independent, 50% non-independent), and the Committee is chaired by an independent director. Like the Audit Committee, strictly following the Afep-Medef Code recommendations on the composition of the Appointment Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Compensation Committee are only adopted if the majority of members present, including the Chairman, voted for them. The number of independent directors on the Compensation Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef Corporate Governance Code. It has a balanced composition (50% independent, 50% non-independent), and the Committee is chaired by an independent director. Like the Audit Committee and the Appointment Committee, strictly following the Afep-Medef Code recommendations on the composition of the Compensation Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Appointment Committee are only adopted if the majority of members present, including the Chairman, voted for them. It must be noted that Natixis does not have an executive director. Nicolas Namias is the Chief Executive Officer of Natixis but not a director. Natixis’ Board of Directors does not have a formal arrangement to hold a session without the executive officer present. However, the Chief Executive Officer was not present at the part of the Board Meeting dated February 6, 2020 during which his performance was evaluated and his compensation.

“The proportion of independent directors on the Audit Committee should be at least equal to two thirds...”

Appointment Committee (Article 17.1 of the Code) “It […] must mostly consist of independent directors.”

Compensation Committee (Article 18.1 of the Code) “It […] must mostly consist of independent directors.”

Session of the Board of Directors held without the executive officers (Article 11.3 of the Code) “It is recommended that at least one meeting not attended by the executive corporate officers should be organized each year.”

40

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020