NATIXIS -2020 Universal Registration Document

2 CORPORATE GOVERNANCE Policies and rules established for determining compensation and benefits of any kind for corporate officers

In addition, compensation is earned for participation in the Board’s various Special Committees, if applicable, as presented in the table above. As an example, a director who is also a member (not a Chairman or Chairwoman)of all the Committeeswould receive €57,000 over a full year for 100% attendance of all the meetings of the Board of Directors and of the Committees. The compensation paid to Committee Chairs is greater than that paid to members, given the workload and responsibilities involved. Moreover, in accordance with the rules applicable within Groupe BPCE, the portion of directors’ compensationgoing to BPCE directors is granted and paid directly to BPCE and notot the directors. Given the waiver by the Chairman of the Board of Directors of any compensationdue in respect of his office as a director, it is specified, as necessary, that this policy does not apply to the Chairman of the Board of Directors. The methods for distributing the fixed and variable compensationof directors were approved by the Board of Directors for the fiscal year 2021, it being noted that these may be adapted by the Board of Directors in the event of a change in the compositionof the Board of Directors or a change to take account of an increase in workload or responsibilities. It is specified that pursuant to Article R.22-10-14(II)(5) of the French Commercial Code, the term of office of the Board of Directors’ members is detailed in the composition of the Board of Directors (see section 2.1.2 of this chapter) . Furthermore, the appointment and revocation conditions of the Board of Directors’ members are referred to in Article L.225-18 of the French Commercial Code. Any Boardmember can also resign his or her positionwithout providinga reason. In the event of director’s vacancy by death or resignation, the Board of Directors can, between two General Shareholders’ Meetings, make temporary appointments. Appointments made by the Board of Directors are subject to ratification to the next General Shareholders’ Meeting. And finally, no director is bound by an employment contract and/or a services agreement with the Company.

Chairman of the Board

2.3.1.2

of Directors The compensationof the Chairman of the Natixis Board of Directors is determined by the Board of Directors in consideration of the Chairman’s experience and by benchmarking against the market. Laurent Mignon’s gross annual fixed compensation for his duties as Chairman of the Board of Directors is €300,000 and has remained unchanged since 2018. The only change relates to the fact that the Chairmanof the Board of Directors of Natixis waived the payment of compensation as a representativedirector of BPCE. This compensationwas paid directly to BPCE and notto the Chairman, in application of the Group’s rules. Pursuant to Article R.22-10-14(II)(5) of the French Commercial Code, Laurent Mignon was appointed Chairman of Natixis’ Board of Directors on June 1, 2018, for the period ending with the adjournment of the 2023 Natixis General Shareholders’Meeting held to approve the financial statementsfor the year endingDecember 31, 2022. In addition, the criteria for appointing and dismissing the Chairman of the Board of Directors are set out in Article L.225-47of the French Commercial Code. Fixed compensation The fixed compensationfor the Chief ExecutiveOfficer is established based on the skills and expertise required to perform his duties and is in line with market practices for similar roles. For the fiscal year 2021, the gross annual fixed compensation of Nicolas Namias remains at €800,000. Annual variable compensation Furthermore, the compensation of the Chief Executive Officer is closely tied to the Company’s performance, especially through annual variable compensation that is contingent upon the achievement of predetermined targets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting with the CompensationCommittee, are then submitted to a vote at the General Shareholders’ Meeting. The criteria include quantitative objectives relating to the financial performanceof BPCE and Natixis, and strategic objectives as well, including in terms of CSR. Chief Executive Officer 2.3.1.3

The annual target variablecompensationis maintainedat 100%of the fixedcompensation, i.e., a gross amount of €800,000 for a full year. For fiscal year 2021, the criteria for determining the annual variable compensationapproved by the Board of Directors on February 11, 2021, following a review by the Compensation Committee, are afsollows:

Rules for determining variable compensation for 2021

Target set at 100% of the fixed compensation with a range from 0% to 156.75% of the target, i.e. a maximum of 156,75% of the fixed compensation Quantitative criteria BPCE’s financial performance* 25% 12.5% net income (Group share); V 8.3% cost/income ratio; V 4.2% net revenues. V Quantitative criteria Natixis’ financial performance* 45% 11.25% net revenues; V 11.25% net income (Group share); V 11.25% cost/income ratio; V 11.25% ROTE. V Strategic criteria 30% 10% finalization and launch of the new Strategic Plan; V

5% progress on Transformation initiatives; V 5% oversight in terms of control and risks; V 5% accentuate the positioning of Natixis as a player with an impact on CSR V and energy transition issues in the various business lines; 5% promote and encourage employee engagement. V

*

Underlying data.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020