NATIXIS -2020 Universal Registration Document

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

consolidated budgets, as well as any related documents provided V 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 financial statements of the Company and its subsidiaries. The Committeemay 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 Boardof Directors is made aware of the Audit Committee’swork so that it can make fully informed decisions. C – Work of the Audit Committee in 2020 The Audit Committee met five times in fiscal year 2020. The attendance rate was 92% for the year as a whole. Each director’s individual attendance rate at Audit Committee Meetings is provided in section 2.1.4 of this chapter (see directors’ individual fact sheets) .

Within a reasonable amount of time before a CommitteeMeeting, a file containing the items on the agenda is sent to each director via a secure digital platform for review and analysis in preparation for the meeting. For each matter submitted for review and analysis, the Audit Committee had the opportunity to hear from relevant Natixis personnel as well as to familiarize itself with reports on these matters. The Audit Committee monitored the statutory audit of Natixis’ yearly, half-yearly and quarterly, parent company and consolidated financial statements, as well as its draft budgets, before they were presented to Natixis’ Board of Directors. Depending on the agenda, various Audit Committee Meetings were also attended by Natixis’ Chief Financial Officer, the Chief Risk Officer, the Corporate Secretary as well as the Head of Accounting and Ratiosand the Natixis and BPCE Heads of Inspection Générale. For the purposes of performing the audit the financial statements, the Audit Committee heard the presentations of the Finance Department and the comments of the Statutory Auditors at the closing of the annual financial statements and at the review of the half-year and quarterly financial statements.

In 2020, the Audit Committee’s duties focused on the followinigtems in particular: Financial position

Review of the quarterly, half-yearly and annual parent company and consolidated financial statements; V Natixis individual balance sheet at December 31, 2019 prepared on the basis of IFRS; V Review of the 2021 budget, including an update on the financial framework of the strategic plan; V Statutory Auditors’ observations; V Review of the results of the sharing arrangements for the US affiliates of Natixis Investment Managers and DNCA. V Presentation of the valuation system and its governance; V Presentation and results of the work relating to the renewal of the Statutory Auditors' term of office; V Statutory Auditors’ audit plan for 2020, budget allocated for audits, and follow-up on completed/ongoing audits; V Follow-up on Statutory Auditors’ fees for 2020 (certification and other assignments); V Information on prior authorizations given by the leader of the Audit Committee for the completion of the Statutory V Auditors’ services; Follow-up on the preparation of the 2020 Statutory Auditors’ reports on the annual and consolidated financial V statements.

Other items

Statutory Auditors certifying BPCE’s financial statements and one chosen from among the list of firms referenced by BPCE. This approach aims to optimize the legal audit process within BPCE Group and harmonize the services of the Statutory Auditors appointed within the Group. After reviewing the responses to the call for tenders, the Audit Committeemade its recommendationto the Board of Directors at its meeting of November 5, 2020. The Board decided, in accordance with the recommendationof the Audit Committee, to submit to the Natixis General Shareholders’ Meeting scheduled to approve the financial statements at December 31, 2021, the renewal of the term of office of PwC and the appointment of Mazars (replacing Deloitte, which has reached the limit of cumulative terms of office), for a period of six years. This choice is in line with the decision adopted by BPCE’s Supervisory Board following the recommendation of its Audit Committee.

Information on the tender procedure in connection with the renewal of the Statutory Auditors’ term of office In anticipation of the expiration of the terms of office of the Statutory Auditors PwC and Deloitte at the end of fiscal year ended on December 31, 2021, it was decided, in accordance with Regulation (EU) No. 537/2014, to submit all mandates to be renewed to a call for tenders carried out jointly by BPCE and Natixis. The main deadlines for the call for tenders were as follows: launch of the call for tenders in April 2020, choice of firms by BPCE and Natixis in November 2020 and appointment of the Statutory Auditors at the Natixis General Shareholders’Meeting in 2022. In accordance with the rules defined by BPCE, it is recommended that each BPCE Group institution has at least one statutory auditor chosen from among the networks of

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

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