NATIXIS // 2021 Universal Registration Document

CORPORATE GOVERNANCE Compensation policy for corporate officers

Compensation policy 2.3 for corporate officers

Natixis’ compensation policy is a key component in the implementationof the Company’s strategy. It is structured in a way that promotes employee engagement over the long term and increases the Company’s employer appeal, while discouraging excessive risk-taking. This section first presents the principles of the compensationpolicy for corporate officers, then the compensation policy for directors,

and finally the policy and elementsof compensationpaid or awarded for the past fiscal year to the Chairman of the Board of Directors, on the one hand, and the Chief Executive Officer on the other. Informationon the members, roles and powers of the Compensation Committee are detailed in the previous section of the corporate governance chapter (see section 2.2.2.3) .

2

Compensation policy for corporate officers 2.3.1 Natixis’ compensation policy is a key aspect of the implementation of a sustainable company strategy. The Board of Directors ensures that it is in line with the corporate interest. It ensures that the different components of compensation are balanced and that the benefits granted are in line with the duties performed. It also ensures that compensation is structured to promote long-term employee engagement and enhance the Company’sappeal, while discouraging excessive risk taking.

compensationpolicy for corporateofficers and formulatesproposals for the Board of Directors. Together, they ensure compliance with conflict-of-interest regulations pursuant to applicable legislation and the Board of Directors’ internal rules. The compensationpolicy strictly complieswith regulations in Natixis’ countries and sectors of operation, including the CRD, the French law on the separationand regulationof banking activities, AIFMD, UCITS, MiFID, IDD and Solvency. Compensation of executive corporate officers follows the principles of Natixis’ general compensation policy applicable to all employees, especially for employee categories whose professional activities have a significant impact on Natixis’ risk profile, details of which are set out in the annual report on compensationpolicies and practices published each year before the General Shareholders’ Meeting. After consulting with the Compensation Committee, the Board of Directors determines the various pay components of Natixis’ executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance.

It reflects the individual and collective performance of its business lines and employees, and incorporates financial and qualitative performance criteria, including non-financial criteria and specifically Environmental and Social Responsibility. It also serves to align the interests of Natixis’ various stakeholdersover time, ensuring that it is not a source of conflicts of interest between employees and clients, while promoting behaviors that are in line with Natixis’ culture and rules of good conduct. In order to ensure that the process for setting and amending the compensation policy is independent and relevant, the Compensation Committee (whose role is detailed in section 2.2.2.3 of this chapter) conducts an annual analysis of the principles of the

PERFORMANCE INDIVIDUAL AND COLLECTIVE FINANCIAL AND EXTRA-FINANCIAL CRITERIA

COMPETITIVENESS COMPARISON WITH MARKET PRACTICES

In exceptional circumstances, the Board of Directors may adapt certain provisions of the compensation policy, in line with its principles.

If there is a change in governance or a new corporate officer is appointed, the Board of Directors will ensure compliance with the core principles of the compensation policy and may decide to deviate therefrom depending on the interested parties’ profiles.

85

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021