NATIXIS // 2021 Universal Registration Document

CORPORATE GOVERNANCE Management and oversight of corporate governance

Special Committees: 2.2.2 offshoots of the Board of Directors To assist it in its review process, prepare some of its deliberations and comply with the French Monetary and Financial Code, Natixis’ Board of Directors has six specialized Committees: an Audit Committee, a Risk Committee, a Compensation Committee, an Appointments Committee, a Strategic Committee, and a Environmental and Social Responsibility Committee (ESR) each chaired by an independent director.

B – Role and powers Natixis’ Audit Committee has Internal Rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on February 9, 2017. Under the authority of the Natixis Board of Directors, the Audit Committee’s primary duties are: checking the clarity of information published by Natixis, assessing V the relevance of the accounting methods adopted for the preparation of Natixis’ individual and consolidated financial statements, monitoring the process of preparing financial information (preparing the financial statements, the management report, etc.) and making recommendations to guarantee the integrity of the information; monitoring the statutory audit of the quarterly, half-yearly and V annual consolidated financial statements and annual individual financial statements, as well as Natixis’ draft budgets and material off-balance sheet commitments, far enough in advance to allow their presentation to Natixis’ Board of Directors; and the half-yearly and annual management reports; monitoring the effectiveness of the internal control and risk V management systems with regard to the procedures for preparing and processing accounting and financial information; ensuring the Statutory Auditors’ adherence to the independence V conditions by which they are bound; accordingly, the Committee must: ensure that the fee amount paid by Natixis, or the percentage of V the net sales of the firms and networks represented by that fee, does not, by its nature, undermine the independence of the Statutory Auditors, establish the rules governing the services that the Statutory V Auditors may provide and governing the authorization of services other than the certification of the financial statements; monitoring the Statutory Auditors’ performance of their duties; V submittinga recommendationto Natixis’ Board of Directors for the V appointment of Statutory Auditors or auditing firms; reviewing the StatutoryAuditors’ work schedule, the results of their V audits and their recommendations, and any follow-up action thereof; issuing an opinion on the report presented to it on an annual basis V with regard to commercial relations between Natixis or one or more of its subsidiaries, and all or some of the entities forming Groupe BPCE; reporting regularly to the Board of Directors on the performanceof V its duties. It also reports on the results of the certification of the financial statements, the way in which this duty contributed to the integrity of the financial information and the role it played in this process. Any difficulty encountered is reported without delay. The Company’s Chief Executive Officer provides the Audit Committee with any documentsand information it needs to perform its duties. The following list is not exhaustive: parent and consolidated financial, accounting, and regulatory V documents prepared periodically by the Company; summary reports by the Company’s Statutory Auditors; V any audit reports concerning the Company; V accounting policies and methods applied within the Company; V

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The Audit Committee

2.2.2.1

A – Organization The Audit Committeehas five members. As of February 10, 2022, its members were:

Catherine Pariset

Chairwoman

Member Member

BPCE, represented by Catherine Halberstadt Didier Dousset (since February 10, 2022 – position previously held by Daniel de Beaurepaire)

Sylvie Garcelon

Member Member

Laurent Seyer (since December 13, 2021 – position previously held by Bernard Oppetit)

The Audit Committee’s Chairwoman and members have extensive accounting and financial expertise gained over the course of their professional careers. Catherine Pariset has an auditing career spanning 35 years. Catherine Halberstadt was Chief Executive Officer of Banque Populaire du Massif Central for several years and has in-depth knowledge of retail banking and corporate financing. Sylvie Garcelon is Chief Executive Officer of Banque Populaire Aquitaine Centre Atlantique and has extensive financial experience. Didier Dousset is Chairman of the Steering & Supervisory Board and a member of the Audit Committeeof Caisse d’Epargne Ile-de-France and has in-depth knowledge of accounting, finance, internal control and audit. Lastly, Laurent Seyer has a wealth of operational experience due to the executivepositionshe held at SociétéGénérale (1988-2006) and an in-depth knowledge of the finance and asset management businesses. Two of the five members are independent (Catherine Pariset and Laurent Seyer). Catherine Pariset chaired the Audit Committee for the entire period. The Audit Committee does not have two-thirds independent members, as recommended by the Afep-Medef code, in order to ensure representation of the various components of its majority shareholder (members from the Caisses d’Epargne and the Banques Populaires, and a BPCE representative) but it is consistently chaired by an independent director (see the summary table of compliance with the recommendations of the Afep-Medef code in section 2.1.3 of this chapter) . Furthermore, the opinions and recommendationsof the Audit Committeeare adopted if the majority of memberspresent, including the Chairwoman, vote for them.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021