NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

Financial transactions and strategy

Renewal of the liquidity contract V Information on the capital increase following the bonus share allocations of the 2016 and 2017 plans V Examination and authorization of strategic projects V Opinion of the Social and Economic Committee on the Company’s financial position in accordance with Article L.2312-17 V paragraph 2 of the French Labor Code Opinion of the Social and Economic Committee as part of the consultation on strategic orientations in accordance V with Article L.2312-17 paragraph 1 of the French Labor Code Total transfers of assets and liabilities (TUP) from Natixis subsidiaries to Natixis V

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Other items

Renewal of bond and warrant issue authorizations for fiscal year 2020 V Approval of the declaration related to the Modern Slavery Act V Presentation of the Green Weighting Factor V

Pursuant to the Afep-Medef code, the Board of Directors examined the Company’s significant achievements in terms of social and environmental responsibility, particularly with regard to risk management, sustainable business development, communication and relationships with stakeholders, as well as its integration of social and environmental responsibility criteria into compensation and its initiatives to reduce Natixis’ environmental footprint. The Green Weighting Factor (GWF) was presented to the Board of Directors in this context. The GWF is an innovative tool used to steer Natixis’ climate strategy based on an internal capital allocation model that considers the environmental and climate impact of financing.

During an individual interview, each director, as well the non-voting member, representatives from the Social and Economic Committee and the Chief Executive Officer completed a questionnaire prepared by the outside firm. Furthermore, as recommended by the Afep-Medef code, as part of the assessment of each director’s contribution to the work of the Board of Directors, each respondent was invited to give their opinion on each of the other directors by name, and on the non-voting member, the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Social and Economic Committee. The results of the interviews were collated in a detailed evaluation report, a summary of which was presented at the meeting of the Board of Directors held on February 6, 2020. Furthermore, the outside firm provided each individual director with a copy of the other directors’ assessments of their contribution to the Board of Directors’ work. This report shows that the directors have a very positive view of Natixis’ Board of Directors. The directors were unanimously considered to be serious, transparent, constructive, friendly and efficient. The Chairman of the Board of Directors is unanimously respected by the directors, who have confidence in him, and all the directors think the separation of the roles of Chairman and Chief Executive Officer is working effectively. The directors believe that there is a balance of power within the Board of Directors between internal and external directors, in light of their independent thought and legitimacy. Regarding the makeup of the Board of Directors, the directors believe that there is a good balance in terms of profiles and experience, with a mutually beneficial culture thanks to the existence of internal and independent directors. The directors are considered to be engaged, proactive and pleasant. In a spirit of ongoing improvement, the directors did suggest improving the technical expertise on the Board (expertise in digital technologies and risks). The directors believe the Board’s handouts are of high quality, well-structured and that they enable a good understanding of the subjects covered. The way the Board operates was deemed to be very professional. The directors believe that Board meetings are conducted in a courteous and constructive environment, with open debates where participants are free to speak their minds. However, they did comment that meeting agendas could be less full and that decisions could be monitored more closely. The directors also said that the Board dedicates a significant amount of its time to regulatory issues. They would like the Board to spend more time on long-term, forward-looking projects, specifically increasing the Board’s work on the bank’s strategy.

Assessment of the work of the Board of Directors in 2019

2.3.1.4

As in previous years, Natixis assessed the work of its Board of Directors and Special 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 2019, Natixis conducted an external assessment to review the structure, operation, and makeup of the Board of Directors and its Special Committees and evaluate their overall performance. This assessment covered the following areas: The role of the Board of Directors V The makeup and size of the Board of Directors V Director integration and development, including training V Presentation and circulation of information V Meetings of the Board of Directors V The decision-making process V The Board of Directors and the group’s main executive officers V The Board of Directors and its external environment V Performance monitoring V Risk management V

Contributions to strategy V Contributions to innovation V Succession plans V Special Committees V

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019