NATIXIS -2020 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

Special Committees: offshoots of the Board of Directors 2.2.2 To assist it in its review process, prepare some of its deliberations and comply with the French Monetary and Financial Code, Natixis’ Board of Directorshas five Special Committees:an Audit Committee, a Risk Committee, a Compensation Committee, an Appointment Committee and a Strategic Committee, each chaired by an independent director. Under the authority of the Natixis Board of Directors, the Audit Committee’s primary duties are: checking the clarity of information published by Natixis, assessing V the relevance of the accounting methods adopted for the preparation of Natixis’ individual and consolidated financial statements, monitoring the process of preparing financial information (preparing the financial statements, the management report, etc.) and making recommendations to guarantee the integrity of this information; At its meetingof December 172, 020,the NatixisBoardof DirectorsdecidedtosetupaCorporateSocialResponsibility Committee(“CSR Committee”)as from January 1,2021 (see section 2.2.2.6 below).

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monitoring the statutory audit of the quarterly, half-yearly and V annual consolidated financial statements and annual individual financial statements, as well as Natixis’ draft budgets and material off-balance sheet commitments, far enough in advance to allow their presentation to Natixis’ Board of Directors; and the half-yearly and annual management reports; monitoring the effectiveness of the internal control and risk V management systems with regard to the procedures for preparing and processing accounting and financial information; ensuring the Statutory Auditors’ adherence to the independence V conditions by which they are bound; accordingly, the Committee must: ensure that the fee amount paid by Natixis, or the percentage of V the net sales of the firms and networks represented by that fee, does not, by its nature, undermine the independence of the Statutory Auditors, establish the rules governing the services that the Statutory V Auditors may provide and governing the authorization of services other thanthe certification of the financial statements; monitoring the Statutory Auditors’ performance of their duties; V submittinga recommendationto Natixis’ Board of Directors for the V appointment of Statutory Auditors or auditing firms; reviewing the StatutoryAuditors’ work schedule, the results of their V audits and recommendations, and any follow-up action thereof; issuing its opinion on the report presented to it on an annual basis V with regard to commercial relations between Natixis or one or more of its subsidiaries, and all or some of the entities forming BPCE Group; reporting regularly to the Board of Directors on the performanceof V its duties. It also reports on the results of the certification of the financial statements, the way in which this duty contributed to the integrity of the financial information and the role it played in this process. Any difficulty encountered is reported without delay. The Company’s Chief Executive Officer provides the Audit Committeewith any documentsand information it needs to perform its duties. The following list is not exhaustive: parent and consolidated financial, accounting, and regulatory V documents prepared periodically by the Company; 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

The Audit Committee

2.2.2.1

A – Organization The Audit Committee has five members. As of December 31, 2020, it was composed as follows:

Catherine Pariset

Chairman

Member Member

BPCE, represented by Catherine Halberstadt Daniel de Beaurepaire (position previously held by Françoise Lemalle until 06/02/2020)

Sylvie Garcelon Bernard Oppetit

Member Member

The Audit Committee’s Chairwoman and members have extensive accounting and financial expertise gained over the course of their professional careers. Catherine Pariset has an auditing career spanning 35 years. Catherine Halberstadt was Chief Executive Officer of Banque Populaire du Massif Central for several years and has in-depth knowledge of retail banking and corporate financing. Sylvie Garcelon is Chief Executive Officer of CASDEN Banque Populaire, and as such has vast financial experience. Daniel de Beaurepaire has extensive knowledge in accountancy, finance and internal control and auditing. Bernard Oppetit is a financial market specialist and has extensive experience in complex financial products and alternative investment companies. Two of the five members are independent members (Catherine Pariset and Bernard Oppetit). Catherine Pariset chaired the Audit Committee for the entirpeeriod. Independentmembersdo 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 shareholders (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a BPCE Group representative) (see summary table of compliance with the recommendations of the Afep-Medef Code in section 2.1.3 of this chapter). Furthermore, the opinions and recommendationsof the Audit Committee are adopted if the majority of members present, including the Chairwoman, vote for them. 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 February 9, 2017.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020