NATIXIS // 2021 Universal Registration Document

2 CORPORATE GOVERNANCE

Natixis governance at February 10, 2022

Monitoring table of compliance with the recommendations 2.1.3 of the Afep-Medef code The Company refers to the Afep-Medef Corporate Governance Codew, hich is available on the Natixis website: www.natixis.com . As part of the “comply or explain” rule referred to in Article 27.1 of the Afep-Medef code, Natixis believes that its practices comply with the recommendations of the Afep-Medef code. However, certain recommendations in view of the specific nature of its governance mentioned above (see section 2.1.1 of this chapter) were excluded for the reasons set out in the following table:

Audit Committee (Article 16.1 of the Code)

Independent members do 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 shareholder (members from the Caisse d’Epargne and the Banque Populaire banks, in addition to a Groupe BPCE representative). Strictly following the Afep-Medef code recommendations on the composition of the Audit Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of those Committees’ work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committees, which are, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Audit Committee are only adopted if the majority of members present, including the Chairman, voted for them. The number of independent directors on Natixis’ Appointments Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef code. It has a balanced composition (50% independent, 50% non-independent), and the Committee is chaired by an independent director. Like the Audit Committee, strictly following the Afep-Medef code recommendations on the composition of the Appointments Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Appointments Committee are only adopted if the majority of members present, including the Chairman, voted for them. The number of independent directors on the Compensation Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef code. It has a balanced composition (50% independent, 50% non-independent), and the Committee is chaired by an independent director. Like the Audit Committee and the Appointments Committee, strictly following the Afep-Medef code recommendations on the composition of the Compensation Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Compensation Committee are only adopted if the majority of members present, including the Chairman, voted for them. Natixis does not have an executive director on its Board. Nicolas Namias is the Chief Executive Officer of Natixis but not a director. Natixis’ Board of Directors does not have a formal arrangement to hold a session without the executive officer present. However, the Chief Executive Officer was not present at the part of the Board Meeting during which his performance was evaluated and his compensation set.

“The proportion of independent directors on the Audit Committee should be at least equal to two thirds…”

Appointments Committee (Article 17.1 of the Code) “It […] must mostly consist of independent directors.”

Compensation Committee (Article 18.1 of the Code) “It […] must mostly consist of independent directors.”

Session of the Board of Directors held without the executive officers (Article 11.3 of the Code) “It is recommended that at least one meeting not attended by the executive corporate officers should be organized each year.” Director ethics (Article 20 of the Code) “The director must be a shareholder in a personal capacity and own a minimum number of shares, which is significant in relation to the directors’ fees allocated.” Executive corporate officer obligation to hold shares (Article 23 of the Code) “The Board of Directors sets a minimum number of shares that executive corporate officers must hold in registered form until the end of their term of office. This decision is reviewed at least at each renewal of their term of office.” “The report on corporate governance includes […] information on the ratios used to measure the differences between the compensation of executive corporate officers and that of the Company’s employees." Equity ratio (Article 26.2 of the Code)

The Company’s shares are not offered to the public and are not admitted for trading on a regulated market. In addition, BPCE holds 99.78% of the capital.

The Company’s shares are not offered to the public and are not admitted for trading on a regulated market. In addition, BPCE holds 99.78% of the capital.

Natixis does not apply the recommendation that information should be published on the ratios to measure the differences between the compensation of executive corporate officers and that of the Company’s employees. Indeed, the objective pursued by the legislator when drafting this legal provision, now included in the code, is not relevant given the capital structure of Natixis, whose share capital is now almost entirely held by BPCE in which the Banque Populaire and the Caisses d’Epargne banks jointly hold all of the share capital and the voting rights.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021