NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

Management and oversight 2.3 of corporate governance

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This report was prepared in accordance with Article L.225-37 of the French Commercial Code. The information it contains specifically takes into consideration Annexes 1 and 2 of European delegated regulation (EU) No. 2019/180 of March 14, 2019, as well as recommendation No. 2012-02, as amended, consolidating the recommendations published since 2009, of the Autorité des Marchés Financiers (AMF — French Financial Markets Authority) in its reports on corporate governance and executive compensation, and specifically the AMF’s 2019 report, published on December 3, 2019, the activity report from the High Committee on Corporate Governance (HCGE) published on December 19, 2019, and the AMF's guide to compiling registration documents, published on December 10, 2009, and amended on December 17, 2013, and on April 13, 2015, and lastly, the June 2013 guide to applying the Afep-Medef Corporate Governance Code for listed companies, supplemented by the HCGE in December 2014, November 2015, November 2016 and June 2018.

The Company refers voluntarily to the Corporate Governance Code for listed companies published by the Association Française des Entreprises Privées (Afep — French Association of Private Sector Companies) and the Mouvement des Entreprises de France (Medef — French Business Confederation), hereinafter referred to as the “Afep-Medef code”, which was revised in June 2013, November 2015, November 2016, June 2018 and January 2020. The Afep-Medef code is available for consultation at the Company’s head office and on the Natixis website: www.natixis.com . In accordance with the “apply or explain” rule provided for in Article L.225-37-3 of the French Commercial Code and addressed 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 could not be implemented for the reasons given in the table below:

Summary table on compliance with Afep-Medef code recommendations: implementation of the “apply or explain” rule

Audit Committee (Article 16.1 of the Code) “The proportion of independent directors on the Audit Committee should be at least equal to two thirds...”

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 shareholders (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’ Appointment 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 Appointment 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 Appointment 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 corporate governance 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 Appointment 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. It must be noted that Natixis does not have an executive director. François Riahi is the Chief Executive Officer of Natixis but not an executive 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 is not present at the part of the Board Meeting during which his performance is evaluated and his compensation is determined.

Appointment 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.” Payment of the non-competition benefit (Article 24.6 of the Code) “The non-competition benefits must be paid in installments during its term.”

The Chief Executive Officer’s non-competition benefit is not paid in installments. This is because the commitments made to the Chief Executive Officer when he was appointed by the Board of Directors on May 2, 2018 were made before the publication of the revised Afep-Medef code on June 21, 2018 that included this provision. Natixis will review the matter of complying with this provision when François Riahi is reappointed.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019