NATIXIS - Universal registration document and financial report 2019

CORPORATE GOVERNANCE Management and oversight of corporate governance

The Compensation Committee reviews proposals related to the employee savings plan, including plans for a capital increase reserved for Natixis employees, and, where applicable, plans for a stock subscription or purchase, or for an allocation of bonus shares to be submitted to the Board of Directors or the General Shareholders’ Meeting for approval. Natixis’ CEO provides the Compensation Committee with any documents that may assist it in performing its duties and to ensure it is fully informed. It confers with Natixis’ Internal Control Departments or outside experts as appropriate.

C – Work of the Compensation Committee in 2019 The Compensation Committee met three times in fiscal year 2019. The attendance rate was 90% for the year as a whole. Each director’s individual attendance rate at Compensation Committee Meetings is provided in section 2.2 of this chapter (see directors’ individual fact sheets) . Within a reasonable amount of time before a Committee Meeting, a digital file containing the items on the agenda is sent to each director via the secure DiliTrust electronic platform for review and analysis in preparation for the meeting.

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In 2019, the Committee focused on the following areas:

Executive corporate officers Senior Management Committee members

Approval of the variable compensation factors for 2018 after assessing the degree to which the quantitative criteria V and strategic objectives of the annual variable compensation of executive corporate officers were met and validation of the compensation principles for fiscal year 2019 put to a vote of the Annual General Shareholders’ Meeting on May 20, 2019 Long Term Incentive Plan for Senior Management Committee members V Annual analysis of the recommendations of the Afep-Medef code in terms of executive compensation V Review of regulatory aspects V Compensation policy for directors — fiscal year 2019 V Deferred pay policy: definition of the performance conditions for the regulated staff for 2019 V Review of Natixis’ compensation policy, including of the deferred income rules and conditions for paying variable V compensation as well as the amounts of variable compensation for each business line Review and monitoring of the achievement of performance conditions applicable to deferred variable V compensation Analysis of the compensation of the heads of control functions and the regulated population for fiscal year 2018 V

Compensation policy and regulations

Impact of the 2019 special dividend payment on deferred variable compensation plans V Review of specific Risk and Compliance targets (2018 review & presentation of 2019 targets) V Analysis of compensation awarded to the 100 highest-paid employees V 2018 annual report on compensation for the regulated population under CRD IV V

Information on the calculation of the Equal Pay Index V Policy on professional equality between men and women V

Employee savings and shareholding

Update on employee savings plans V Information on the allocation of bonus shares by the Board of Directors on April 12, 2019 V Profit-sharing bonus for fiscal year 2018 V

Afep-Medef code recommendations in Section 2.3 of this chapter) . Furthermore, the opinions and proposals of the Appointment Committee are adopted if the majority of members present, including the Chairwoman, vote for them. Natixis’ Chief Executive Officer is involved as required with the Appointment Committee’s work. The Appointment Committee has been chaired by Diane de Saint Victor since April 4, 2019. Changes made to the Appointment Committee in 2019: Replaced by Henri Proglio Chairman 04/04/2019 Diane de Saint Victor Philippe Sueur Member 28/05/2019 Daniel de Beaurepaire B – Role and powers The responsibilities assigned to Natixis’ Appointment Committee are, in essence, reviewing the selection of corporate officers and members of the Board, and assessing their individual and collective expertise, as well as the effectiveness of the Board of Directors. The Appointment Committee’s powers and operating procedures are described in detail in the Internal Rules of the Board of Directors, the latest version of which was approved on December 17, 2014. Director Capacity Date of change

Appointment Committee 2.3.2.4 A – Organization The Appointment Committee has six members.

As of March 1, 2020, these members were: Diane de Saint Victor (position previously held by Henri Proglio until 04/04/2019)

Chairwoman

Anne Lalou

Member Member Member Member Member

Nicolas de Tavernost

Thierry Cahn

Nicole Etchegoïnberry

Daniel de Beaurepaire (position previously held by Philippe Sueur until 28/05/2019)

Three of the six members are independent (Anne Lalou, Diane de Saint Victor and Nicolas de Tavernost). The number of independent directors on the Appointment 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 is chaired by an independent director (see summary table on compliance with

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019

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