NATIXIS // 2021 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

Approval of the terms of the strategic plan for 2021-2024 V Examination and authorization of strategic projects V Approval of the contribution of the Insurance and Payments activities to BPCE V Information on the capital increase following the bonus share allocations of the 2018 and 2019 plans V Launch of the consultation process of the Social and Economic Committee on the Company’s strategic orientations V in accordance with Article L.2312-24 of the French Labor Code Opinion of the Social and Economic Committee on the Company’s strategic orientations in accordance V with Article L.2312-24 of the French Labor Code Opinion of the Social and Economic Committee on the Company’s financial and economic position in accordance V with Article L.2312-22 (2) of the French Labor Code Renewal of bond and warrant issue authorizations for fiscal year 2022 V Ratification and approval of the creation of an ad hoc Committee composed of independent directors V Appointment of an independent expert V Initial assessment of the proposed public offer for Natixis shares V Presentation by the independent expert of their report and conclusions V Review and reasoned opinion on the proposed simplified public tender offer V Review of the Natixis draft memorandum in response to the simplified tender offer initiated by BPCE and approval V of the standardized press release Review of the treatment of unavailable securities and changes made to employee savings instruments V Authorization to modify the allocation of treasury shares held by Natixis V Approval of the declaration related to the Modern Slavery Act; V Report on the work of the ESR Committee V

Financial transactions and/or strategy

2

ESR

Simplified public tender offer initiated by BPCE for Natixis shares

Other items

Creation of a new shared services entity abroad V Total transfers of assets and liabilities (TUP) from Natixis subsidiaries to Natixis. V

the decision-making and information process; V Board performance monitoring; V

Assessment of the work of the Board of Directors in 2021

2.2.1.4

the contributionof the Board of Directors to the preparation of the V 2021-2024 strategic plan and to the project to reorganize Groupe BPCE, including delisting; the contribution in terms of external growth projects; V the monitoring of risk management; V the contributions to strategy; V the composition and functioning of the Special Committees. V Each director as well as the non-votingmember and the Chairmanof the Board of Directors answered the questionnaire in an individual interview. An interview was also conducted with a representative of the SEC (Social and EconomicCommitee). In addition, in accordance with the recommendations of the Afep-Medef code, as part of the assessmentof the actual contributionof each director to the work of the Board of Directors, each of them was invited to assess the individual skills of the Board members. The results of the interviews were collated in an evaluation report, a summary of which was presented at the meeting of the Board of Directors held on February 10, 2022. The report shows that the directors have a very positive view of the Board of Directors, which they see as workingwell, and consider that the directors are involved, diligent and constructive. With regard to the composition of the Board of Directors and its specializedcommittees,all directorsconsider that it is satisfactoryin terms of profiles and that the skills map updated in 2021 will help identify the right profiles for the Board. The directors praised the role and involvement of the Chairman of the Board of Directors in the organization and facilitation of Board Meetings and noted that he encourages debate.The separation of duties between the Chairman of the Board of Directors and the Chief Executive Officer is considered functional.

As in previous years, Natixis assessed the work of its Board of Directors and specialized Committees, in accordance with recommendations set out in the Afep-Medef code regarding the correct governance of listed companies. Every three years (2010, 2013, 2016, 2019), Natixis enlists the services of an independent outside firm to assess the work of its Board and Special Committees. Natixis conducts its own internal assessment for the other years. As such, for fiscal year 2021, Natixis conducted an internal assessment to review the structure and operation of the Board of Directors and its Special Committees and evaluate their overall performance. With regard to the follow-up given to the previous assessment, the Board of Directors: decided to generalize the practice of executive summaries V integrated into presentation materials in order to optimize the management of meetings; within the framework of the Strategic Committee, devoted a V significant part of its time to the review of Natixis’ strategy, particularly as part of the preparationand approval of the strategic plan for 2021-2024. The assessment for fiscal year 2021 focused on the following themes: the makeup and size of the Board of Directors; V the suitability of the skills of the membersof the Board with regard V to the mapping of expertise and the diversity policy; the integration and development of the directors, including the V relevance of the 2021 training program; the organization, frequency and duration of Board Meetings; V

the effectiveness of the separation of functions; V the quality of the information communicated; V

73

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021