NATIXIS - Universal registration document and financial report 2019

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

periodically scrutinizing the policies of the Board of Directors on V selecting and appointing Natixis’ executive managers, Deputy Chief Executive Officers and the Chief Risk Officer and making recommendations thereon. Qualification as an independent director is discussed by the Appointment Committee, which prepares a report for the Board. Each year, based on this report and before the publication of the annual report, the Board of Directors reviews the status of each of its members based on independence criteria set out in the Board of Directors’ Internal Rules (see section 2.3.1.2 A of this chapter) . C – Work of the Appointment Committee in 2019 The Appointment Committee met three times in fiscal year 2019. The attendance rate was 100%. Each director’s individual attendance rate at Appointment Committee Meetings is provided in section 2.2 of this chapter (see directors ' i ndividual 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.

The committee’s primary duties are: issuing an opinion and, upon request from Natixis’ Board, making V proposals and recommendations to the Board on the appointment of a CEO and, when appropriate, one or more Deputy Chief Executive Officers of Natixis; issuing an opinion and making recommendations to the Board of V Directors on the selection/appointment of directors; evaluating the balance and diversity of knowledge, skills and V experience that the Board members have, both individually and collectively; detailing the duties and the qualifications required for serving on V Natixis’ Board of Directors, and assessing the time to be spent on that service; deciding on a set of targets for the balanced representation of men V and women on the Board of Directors. The committee prepares a policy aimed at achieving those targets. Natixis’ target and policy as well as the implementation procedures are made public; periodically, at least once a year, assessing the structure, size, V composition and effectiveness of the Board of Directors with regard to the responsibilities that are assigned to it, and submitting any useful recommendations to the Board; periodically, at least once a year, assessing the knowledge, skills V and experience of the Board of Directors, both individually and collectively, and presenting it with a report on this topic;

In 2019, the Committee focused on the following areas:

Independence of directors

Verification of independence criteria for each director V

Makeup of the Board of Directors and reorganizing governance

Opinion on the co-option of a new independent director and their appointment as member and Chairman V of the Appointment Committee Opinion on the reappointment of six directors V Opinion on the appointment of a group director V Opinion on the appointment of a non-voting member V Opinion on the diversity policy for members of the Board of Directors V Examination of the qualifications of independent directors V Analysis of the qualifications needed for the duties carried out on the Board of Directors V Evaluation of the balance and diversity of knowledge, skills and experience that the Board members have, both V individually and collectively Identification of a person or a dominant group within the Board of Directors who might be detrimental to Natixis’ V interests

At its December 13, 2019 meeting, the Appointment Committee decided to add succession plans for executive corporate officers (meant to cover both emergencies and planned departures) to the 2020 agenda.

B – Role and powers The responsibilities assigned to the Strategic Committee are to thoroughly examine the overall strategy of Natixis and its business lines, and to share senior management’s vision for Groupe BPCE. In addition, the meetings of this Committee are opportunities for the Board of Directors to get to know the management team that works with the Chief Executive Officer better and improve the Board’s working methods. C – Work of the Strategic Committee in 2019 The Strategic Committee meets at least once a year. In 2019, the Strategic Committee met five times. The attendance rate was 90%. 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.

Strategic Committee 2.3.2.5 A – Organization

The Strategic Committee is made up of all the directors and the non-voting member. Depending on the topics being discussed, certain members of Natixis’ Senior Management Committee may be invited to participate on the Strategic Committee. External persons may also participate on the Committee. The Strategic Committee has been chaired by Anne Lalou since February 10, 2016.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019