NATIXIS -2020 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

periodically, at least once a year, assessing the knowledge, skills V and experience of the Board of Directors, both individually and collectively,and presenting it with a report on this topic; and periodically scrutinizing the policies of the Board of Directors on V selectingand appointingNatixis’ executivemanagers, Deputy Chief Executive Officers and the Chief Risk Officer and making recommendations thereon. Qualification as an independent director is discussed by the Appointment Committee, which prepares a report for the Board. Each year, based on this report and before the publication of the annual report, the Board of Directors reviews the status of each of its members based on independence criteria set out in the Board of Directors’ Internal Rules (see section 2.2.1.2 A of this chapter) . C – Work of the Appointment Committee in 2020 The Appointment Committee met six times in fiscal year 2020. The attendance rate was 97%. Each director’s individual attendancerate at AppointmentCommittee 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.

B – Role and powers The responsibilitiesassigned to Natixis’ AppointmentCommitteeare, in essence, reviewing the selection of corporate officers and members of the Board, and assessing their individual and collective expertise, as well as the effectiveness of the Board of Directors. The AppointmentCommittee’spowers and operatingproceduresare described in detail in the Internal Rules of the Board of Directors, the latest version of which was approved on December 17, 2014. The Committee’s primary duties are: issuing an opinion and, upon request from Natixis’ Board, making V proposals and recommendations to the Board on the appointment of a CEO and, when appropriate, one or more Deputy Chief Executive Officers of Natixis; issuing an opinion and making recommendationsto the Board of V Directors on the selection/appointment of directors; evaluating the balance and diversity of knowledge, skills and V experience that the Board members have, both individually and collectively; detailing the duties and the qualifications required for serving on V Natixis’ Board of Directors, and assessing the time to be spent on that service; decidingon a set of targets for the balanced representationof men V and women on the Board of Directors. The Committee prepares a policy aimed at achieving those targets. Natixis’ target and policy as well as the implementation procedures are made public; periodically, at least once a year, assessing the structure, size, V composition and effectiveness of the Board of Directors with regard to the responsibilitiesthat are assigned to it, and submitting any useful recommendations to the Board;

2

In 2020, the Committee focused on the following areas:

Independence of directors

Verification of independence criteria for each director. V

Makeup of the Board of Directors and reorganizing governance

Opinion on the appointment of a new Chief Executive Officer of Natixis; V Examination and review of the succession plan for the Chief Executive Officer and the Chairman of the V Board of Directors; Review of the update of the director diversity policy and the policy for selecting future directors; V Review of the policy for the selection and appointment of executive officers (" dirigeants effectifs ") and the V Chief Risk Officer; Opinion on the co-option of three new directors; V Opinion on the reappointment of three directors; V Opinion on the appointment of a director; V Updating the diversity policy for Board members; V Examination of the qualifications of independent directors; V Analysis of the qualifications needed for the duties carried out on the Board of Directors; V Evaluation of the balance and diversity of knowledge, skills and experience that the Board members have, V both individually and collectively; Identification of a person or a dominant group within the Board of Directors who might be detrimental to V Natixis’ interests.

Other items

Presentation of Natixis’ talent management system. V

The Chairman of the Board of Directors was involved in the preparation of this plan both to ensure its consistency with the practices of the Company and more broadly of BPCE Group, and to take intoaccount the high potential internal profiles of the Group. The Appointment Committee will conduct an annual review of the CEO succession plan. To carry out its mission, the Appointment Committeekeeps the Board informedof the progress of its work and coordinates with the Compensation Committee.

D - Succession plan for executive corporate officers As part of its work, the Appointment Committee reviewed the CEO succession plan at various meetings. Through its work and discussions, the Committeehas endeavoredto design a plan that is adapted to short-, medium- and long-term situations while making diversity, in all its components, a key element. The Committee enlisted the services of a specialized consulting firm to assess and implement the plan.

85

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020