NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

Pursuant to Articles L.225-23 and L.225-27-1 I of the French Commercial Code, Natixis’ Board of Directors does not have any employee directors, or any employee shareholder directors. However, two representatives of the Social and Economic Committee attend every Board of Directors’ Meeting in an advisory capacity. It is further specified that, pursuant to article R.225-29 II 5° of the French Commercial Code, no director is bound by an employment contract and/or a services agreement with the Company. Therefore, one-third of the members of the Board of Directors is independent, in accordance with the Afep-Medef code. The five independent directors at Natixis are currently Anne Lalou (Director of Web School Factory and Chairwoman of Innovation Factory), Bernard Oppetit (Chairman of Centaurus Capital Limited, which he founded), Catherine Pariset (since released from her professional duties), Diane de Saint Victor (Corporate Secretary of ABB) and Nicolas de Tavernost (Chairman of the Management Board of Groupe M6). As is the case every year, at its meeting of December 19, 2019, and following the report submitted by the Appointment Committee, Natixis’ Board of Directors examined each independent director’s expertise, judgment and freedom of thought and expression, specifically with respect to the independence criteria recommended by the Afep-Medef code, and the criteria in the Board’s Internal Rules (see section 2.3.1.2 “Role and Powers of the Board of Directors”) . The Board of Directors took care to appraise whether the companies in which the independent directors hold corporate office have a significant business relationship with Natixis or its corporate group. Natixis applies the concept of a “reference banker”, i.e. “a banker essential to all requirements of the company”, to assess the importance of business relationships, identify any situation of dependency on Natixis, and finally gauge whether these relationships are likely to affect the independence of the director’s judgment. To this end, the Board of Directors analyzes a range of indices, criteria and parameters including the duration, extent and nature of the banking, trade or consulting relationships, the volume of commitments and the weight of Natixis compared to total indebtedness, and the company’s liquidity requirements. Based on this review, it determined that Natixis is not the “reference banker” for the companies in which its independent directors exercise their executive duties or corporate offices. Natixis maintains traditional business relationships with each of these companies. Furthermore, to date, the independent directors are not in a position of conflict of interest in respect of the non-executive corporate offices they hold in other companies, in accordance with the compliance charter applicable to all Board of Directors' members under which they undertake to inform the Company of any conflict of interest in which they will be involved and to comply with the process related to the handling of the said conflict of interest. Natixis’ Board of Directors therefore determined that Anne Lalou, Bernard Oppetit, Catherine Pariset, Diane de Saint Victor and Nicolas de Tavernost meet the necessary independence criteria.

Form of Corporate Governance To ensure that the governance of Natixis faithfully reflects its shareholding structure, as of 2006, in accordance with the governance procedures registered with the Autorité des Marchés Financiers (AMF — French Financial Markets Authority) when Natixis was formed, the Banque Populaire and Caisse d’Epargne networks (BPCE) have majority and equal representation on Natixis’ Board of Directors. At the Combined Shareholders’ Meeting of April 30, 2009, Natixis changed its form of governance from a French société anonyme (a public limited company) with a Supervisory Board and a Management Board to a French société anonyme with a Board of Directors. This form of corporate governance was chosen to create a single custodian of Natixis’ best interests and value creation. It permits unity of action, which is an essential requirement in terms of control, responsiveness and foresight in Company management. At its meeting of April 30, 2009, Natixis’ Board of Directors opted to separate the positions of Chairman of the Board and Chief Executive Officer. This decision was a result of the Company’s desire to comply with best practices in corporate governance and to make a clear distinction between the strategic direction, decision-making and control functions that come under the Board of Directors' responsibilities, and the operational and executive functions that fall to the Chief Executive Officer. Board of Directors 2.3.1 Organization 2.3.1.1 Natixis’ Board of Directors had 15 members at March 1, 2020. It is composed as follows: two members from BPCE, namely Laurent Mignon and BPCE itself, V represented by Catherine Halberstadt; four members from the Banque Populaire banks, namely V Thierry Cahn, Alain Condaminas, Bernard Dupouy and Sylvie Garcelon; four members from the Caisse d’Epargne banks, namely V Daniel de Beaurepaire, Dominique Duband, Nicole Etchegoïnberry and Christophe Pinault; five independent members, namely Anne Lalou, Bernard Oppetit, V Catherine Pariset, Diane de Saint Victor and Nicolas de Tavernost. As of April 4, 2019, Natixis’ Board of Directors also includes a non-voting member, Henri Proglio. He was an independent director until November 17, 2018, the term of his twelve years' mandate as member of the supervisory board and then as board member of Natixis. His knowledge of the group dating back to 2006, his recognised expertise in financial matters, and his experience in managing large corporations and tackling strategic challenges make for a useful and effective contribution to the Board of Directors. Henri Proglio attends Board Meetings in an advisory capacity. He is also a member of the Compensation Committee and the Strategic Committee.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019