NATIXIS // 2021 Universal Registration Document

2 CORPORATE GOVERNANCE

Natixis governance at February 10, 2022

Natixis governance 2.1 at February 10, 2022

Thisreporthasbeenpreparedin accordancewithArticle L.225-37-4of theFrench Commercial Code and contains the following information: a list of all offices and functions held in all companies by each V of the corporate officers during the fiscal year; the composition and the conditions for preparing and organizing V the work of the Board; a descriptionof thediversitypolicyappliedto themembersof theBoard V of Directorsand informationrelatingto the resultsin termsof gender balance withintheSeniorManagementCommitteeand,moregenerally, within the top 10% of positions with the highest r ponsibility; the agreements entered into, directly or through an intermediary, V between, on the one hand, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights in a company and, on the other hand, another company controlled by the former within the meaning of Article L.233-3 of the French Commercial Code, with the exception of agreements relating to ongoing transactions and entered into under normal conditions; a table summarizingcurrent authorizationsgranted by the General V Shareholders’ Meeting in respect of capital increases, pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code, and showing how these authorizationswere used during the fiscal year (see section 8.3.7.1 of Chapter 8 of this universal registration document); Specific governance 2.1.1 A Board of Directors with a separation of duties of the Chairman of the Board of Directors and Chief Executive Officer At the Combined General Shareholders’ Meeting of April 30, 2009, Natixis changed its form of governance from a joint stock company with a Supervisory Board and a Management Board to a joint stock company with a Board of Directors. The Company has opted for this mode of governance with the aim of creating a single custodian of Natixis’ best interests and value creation. It permits unity of action, which is an essential requirement in terms of control, responsiveness and foresight in Company management. At its meeting of April 30, 2009, Natixis’ Board of Directors opted to separate the positions of Chairman of the Board of Directors and Chief ExecutiveOfficer . This decisionwas a result of the Company’s desire to comply with best practices in corporate governance and to make a clear distinction between the strategic direction, decision-making and control functions that come under the Board of Directors’ responsibilities, and the operational and executive functions that fall to the Chief Executive Officer. This decision complies with the obligations applicable to credit institutions since 2014 by the French law transposing the CRD 4 Directive.

the Senior Management procedures as provided for in V Article L.225-51-1 of the French Commercial Code; any potential limitations that the Board of Directors places on the V powers of the Chief Executive Officer; the Corporate GovernanceCode to which Natixis refers, as well as V a summary table of provisions whose application has been rejected; the specific conditions governing the participationof shareholders V in the General Shareholders’ Meeting or the provisions of the bylaws that provide for these terms and conditions (see section 8.2 of Chapter 8 of this universal registration document) . The information in this section takes into account Appendix 6 of Commission Delegated Regulation (EU) No. 2019/980 of March 14, 2019, AMF RecommendationNo. 2012-02as amendedon January 5, 2022, consolidating the recommendations published since 2012 by the French Financial Markets Authority, the guide to compiling universal registration documents published by the AMF on January 5, 2022, and lastly the Afep-MedefCorporateGovernance Code for listed companies as amended in January 2020 (“Afep-Medef code”). Majority and equal representation of the Banques Populaires and Caisses d’Epargne networks In accordancewiththegovernancerulesof Natixisestablishedat thetime of its incorporationand as set out in the BPCEbylaws,the Boardhas a majority andequalrepresentationof theBanquesPopulairesandCaisses d'Epargnenetworks;this is accompaniedby a balancedrepresentationof the executive and non-executive managers of the two networks. BPCE’s representation Following the squeeze-out by BPCE effected on July 21, 2021 and the delisting on the same day of the Natixis shares from the regulatedmarket of Euronext Paris, Natixis is nearly wholly owned by BPCE (99.78% as of December 31, 2021). The Chairman of the BPCE ManagementBoard chairs the Board of Directors of Natixis and BPCE, a legal entity, holds a seat on the Board. The presence of a third of independent directors Given the Group’s structure and the presence of a majority shareholder, BPCE, the proportion of independent directors is equal to one-third, in strict compliance with Afep-Medef code’s recommendations set out in the internal regulations of the Board of Directors of Natixis. This governance, specific to Natixis, is illustrated by the composition of its Board of Directors as at February 10, 2022 (see section 2.1.2 below) and explains the specific cases of derogation from the Afep-Medef code (see section 2.1.3 below).

32

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021