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The items in the Annuel Financial Report are identified in the summary using the pictogram CONTENTS NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 INTERVIEW WITH THE CEO 2 PROFILE 4 STRATEGY 10 GOVERNANCE 12 BUSINESS MODEL 14 RISK MANAGEMENT 16 ESR COMMITMENTS 18 NATIXIS OVERVIEW 1 21 History and links with BPCE 1.1 22 Natixis business lines 1.2 24 CORPORATE GOVERNANCE 2 29 Natixis governance at February 8, 2023 2.1 30 Management and oversight of corporate 2.2 governance 59 Compensation policy for corporate officers 2.3 83 RISK FACTORS, RISK MANAGEMENT AND PILLAR III 3 93 Risk factors 3.1 95 Risk Management 3.2 104 Basel 3 Pillar III disclosures 3.3 156 COMMENTS OF THE FISCAL YEAR 4 227 Significant events in 2022 4.1 228 Management report as of December 31, 2022 4.2 232 Main investments and divestments 4.3 performed over the period 239 Post-closing events 4.4 240 Information about Natixis S.A. 4.5 240 Outlook for Natixis 4.6 242 Definitions and alternative performance 4.7 indicators 243 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 5 245 Consolidated financial statements and notes 5.1 247 Statutory Auditors’ report 5.2 on the consolidated financial statements 380 Pro forma financial information 5.3 387 Statutory Auditors’ report on the pro forma 5.4 financial information for the fiscal year ended December 31, 2022 390 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 6 391 Individual financial statements and notes 6.1 392 Statutory Auditors’ report on the parent 6.2 company financial statements 424 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 7 431 Strategic outlines and organization 7.1 of the ESR policy 432 Business line contributions to green 7.2 and sustainable growth 439 Managing our direct environmental impact 7.4 460 Human Resources management 7.5 and employee commitment 469 Reporting frameworks and methodology 7.6 481 Moderate assurance report 7.7 by one of the Statutory Auditors on the verification of a selected social and environmental information as at December 31, 2022 485 LEGAL AND GENERAL INFORMATION 8 489 Legal notices and practical information 8.1 relating to Natixis 490 Natixis bylaws 8.2 491 Distribution and change in share capital 8.3 and voting rights 496 Statutory Auditors’ special report 8.4 on related-party agreements 502 Combined General Shareholders’ Meeting 8.5 of 2023 509 Person responsible for the universal 8.6 registration document and the annual financial report 510 Statement of responsibility for the universal 8.7 registration document 510 Documents available to the public 8.8 510 Cross-reference table of the universal 8.9 registration document 511 GLOSSARY 9 515
Natixis supports its clients in carrying out their projects throughout the world by offering innovative financing and investment solutions that contribute to the implementation of their environmental, technological and societal transitions. natixis.groupebpce.com And Annual financial report 2022 UNIVERSAL REGISTRATION DOCUMENT 1 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 This universal registration document was filed with the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) on March 23, 2023, as the competent authority designated under EU Regulation 2017/1129 without prior approval in accordance with Article 9 of said regulation. Natixis’ universal registration document may be used for the purposes of a public offer of securities or admission of securities for trade on a regulated market if supplemented by a securities note and, where applicable, a summary of all amendments to the universal registration document. All these are approved by the AMF in accordance with EU Regulation 2017/1129. This document is a translation into English of the Annual Financial Report/Universal Registration Document of the Company issued in French and is available on the website of the Issuer.
Stéphanie Paix, Chief Executive Officer of Natixis and member of the BPCE Senior Management Committee What are your views on the macro-economic situation in 2022 and its consequences for Natixis’ business lines and clients? The year 2022 was marked by a sharp deterioration in economies around the world, very strong geopolitical tensions, a major energy crisis and a return of inflation that led central banks to raise their key rates and put an end to years of low or even negative interest rates. This change in context has had many impacts on our business lines, particularly those of asset management affected by declining equity and bond markets. In Corporate & Investment Banking, our clients had to deal with this profoundly changed environment, and we did our utmost to support them in the face of these multiple uncertainties. We focused on deciphering new market trends and offering them the financial solutions best suited to their needs. How did the Natixis business lines perform in this difficult environment? Overall, our two core business lines of Corporate & Investment Banking and Asset & Wealth Management demonstrated their strength, thanks to their commercial dynamism and their model based on the command and contribution of diversified expertise. Now operating under the Natixis Corporate & Investment Banking brand, Corporate & Investment Banking continued to diversify its core industries and develop its client base. It achieved good financial performance thanks to very sustained commercial activity in all its regions. In a context of high market volatility, it recorded very good results in capital markets activities, marked by strong growth in volumes and flows. As far as financing is concerned, we ended 2022 almost stable compared with the previous year, thanks in particular to the performance achieved in the Global Trade business, by accompanying clients, while portfolio revenues were affected by the rise in interest rates. For its part, Natixis Investment Managers continued to strengthen its multi- boutique model and to actively manage its portfolio of affiliates. The asset manager has certainly suffered from the poor market conditions that are impacting all players in its industry, resulting in a decline in the volume of assets under management and lower fund performance. The context was less favorable for growth strategies, long-term bonds and life insurance products. However, our global strategy and diversified model have proven their relevance: our funds are recognized for their performance, our commission rate on outstandings remains stable and the results of our clients surveys are very positive. Three months after her arrival as CEO of Natixis, Stéphanie Paix takes stock of the activity of Natixis’ business lines in 2022, reviews the deployment of the strategic plan and discusses the challenges ahead in 2023 INTERVIEW 2 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
How far along are you in implementing your strategic ambitions for 2024? Our objectives, which are in line with the BPCE 2024 strategic plan, are very ambitious: to make Natixis Corporate & Investment Banking the benchmark bank in its selective and diversified areas of expertise and to establish Natixis Investment Managers as a global leader in asset management. Since its launch in July 2021, our strategic plan has enabled us to strengthen and continue our development in a changing context. Its three pillars, Diversify, Commit and Transform, continue to guide our daily actions. In particular, we have placed support for the environmental transition and technological issues at the heart of this plan: current events constantly demonstrate the extent to which these subjects are at the forefront of the expectations of our clients and, more broadly, of society. I am very satisfied with the progress made under the plan, whether it be the diversification and strengthening of our differentiating expertise, the deployment of ESG financing and investment solutions for our clients, or the profound transformation of our ways of working in order to increasingly promote collective intelligence and strengthen our operational efficiency. These successes are obviously due to the efforts of our teams, who have successfully transformed our business lines despite the successive crises we have experienced. What are your priorities for 2023? Global growth forecasts for 2023 are down, in particular due to the most serious energy crisis since the 1970s. We are also seeing aggressive monetary policies to control inflation, while the geopolitical environment remains unstable. Faced with these many uncertainties, our priority is to be close to our clients. Our mission is to support them as closely as possible, by sharing the analyses of our experts and providing them with solutions that best meet their needs. In particular, while other imperatives may emerge, the environmental, technological and societal transition of our clients remains more than ever a priority. This is an objective that is also a sincere conviction shared by Groupe BPCE as a whole. We are expected to address these issues, and we must do our part as a responsible and committed banker and asset manager to help build low-carbon economies. Our challenge is also to maintain our winning momentum, our strategic agility and our capacity for innovation, while remaining very attentive to the management of our risks and the evolution of our costs. Finally, to overcome these challenges and support our clients, we need the tremendous energy and innovation of our employees. Their individual talents and collective intelligence are the key to our development and that of our clients. I would like to thank them all warmly for their daily commitment. “The environmental, technological and societal transition of our clients remains more than ever a priority” 3 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Groupe BPCE Groupe BPCE is the second-largest banking group in France. With 100,000 employees, it serves 35 million clients worldwide, including individuals, professionals, companies, investors and local authorities. It is present in retail banking and insurance in France with its two major networks Banque Populaire and Caisse d’Epargne as well as Banque Palatine and Oney. It also deploys the Asset & Wealth Management business lines worldwide with Natixis Investments Managers and Natixis Wealth Management, and Corporate & Investment Banking with Natixis Corporate & Investment Banking, both of which are grouped within Natixis. +20% of the financing of the French economy Present in +50 countries €25.7bn Net banking income €4.0bn Net income (Group share) 2022 15.1% CET1 ratio at 31/12/2022 AA- Fitch Ratings A+ R&I A1 Moody’s A Standard & Poor’s A SOLID BANKING GROUP LONG-TERM RATING Organization at December 31, 2022 Shareholders BPCE 100% 50% 50% 100% (2) 14 15 BANQUES POPULAIRES CAISSES D’EPARGNE FNCE (3) FNBP (1) (1) Fédération nationale des Banques Populaires (2) Via Local Savings Companies (3) Fédération nationale des Caisses d’Epargne (4) 50.1% owned (5) Via Natixis S.A. BANKING SUBSIDIARIES AND BUSINESS LINES Banque Palatine Oney Bank (4) Insurance business lines Digital & Payments business lines Financial Solutions and Expertise business lines Natixis Investment Managers (5) Natixis Corporate and Investment Banking (5) Natixis, a wholly-owned subsidiary of Groupe BPCE PROFILE 4 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Natixis: a worldwide presence With nearly 13,600 (1) employees in nearly 40 countries (1) On permanent and fixed-term contracts. (2) EMEA: Europe, Middle East, Africa (headcount as at December 31, 2022) excluding financial investments. NORTH AND SOUTH AMERICA ASIA- PACIFIC EMEA (2) ~3,000 ~1,000 (including 7,000 in France) ~9,600 Natixis Natixis is a French financial institution specializing in Asset & Wealth Management and Corporate & Investment Banking Natixis supports companies, banks, institutions and clients of the Banque Populaire and Caisse d’Epargne networks in the realization of their projects, all over the world, and designs customized financial solutions for them. Natixis builds a sustainable business model with its clients thanks to its proximity, the quality of its strategic dialogue and the combination of its expertise. 5 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Natixis Ranked among the leaders in asset management worldwide, Natixis Investment Managers offers a range of diversified solutions covering different asset classes, management styles and vehicles, including strategies and products dedicated to the development of sustainable finance. We work in partnership with our clients to better understand their objectives and offer them a wide range of investment strategies adapted to their long-term challenges. Natixis Investment Managers draws on the expertise of around 20 affiliated asset management companies around the world and develops a comprehensive range of investment solutions. With Natixis Wealth Management , we offer tailor-made wealth and financial solutions in France and Luxembourg to business owners, senior executives and holders of family capital to support them over the long term. They benefit from extensive offers and services, powered by the know-how of three subsidiaries: Vega Investment Managers, Teora by Natixis Wealth Management and Massena Partners. A multi-affiliate network Alongside its affiliates, Natixis Investment Managers is pursuing its commitment to a transition towards a more sustainable economy. As active managers, Natixis Investment Managers and its affiliates are committed to individual and collective actions, active voting policies, and key market initiatives to advance responsible investment. A priority: responsible investment The expertise of a private bank With Natixis Interépargne, we have been supporting savers and companies of all sizes for more than fifty years by designing simple and innovative employee savings schemes and retirement products. Employee savings schemes and retirement solutions Natixis Investment Managers in figures PROFILE Asset & Wealth Management EUROPEAN ASSET MANAGER in the top 20 global asset managers 2nd ASSETS ~1,100bn STRATEGIES Investment 200 AFFILIATES ~20 6 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
A pioneer in green and sustainable finance, Natixis Corporate & Investment Banking helps its clients to reduce the environmental impact of their activities, in particular through its expertise in the “Green & Sustainable Hub”. It is committed to aligning its own financing portfolio with a Net Zero trajectory by 2050. It doubled its revenues from green and sustainable activities between 2017 and 2020, and aims to multiply them by 1.7 between 2020 and 2024. A major player in international finance, Natixis Corporate & Investment Banking advises its clients on their strategy and supports them in the development and transformation of their activities while maximizing their positive impact. Its objective is to develop a long-term strategic dialogue and to maintain a close relationship with its clients thanks to a strong presence in France and abroad. Supporting our clients in their sustainable growth strategy Selective and diversified expertise Natixis Corporate & Investment Banking in figures Consulting Commercial banking Investment Banking Fundings Capital markets Corporate & Investment Banking BOOKRUNNER on syndicated loans in EMEA by volume (Dealogic) #1 FRANCE on the primary equity markets by value (Dealogic) #1 MLA on green loans in EMEA by volume (Dealogic) #2 EX AEQUO FRANCE in number of M&A deals in the midcaps segment, (L’Agefi) #4 7 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Key figures 2022 In 2022, Natixis posted positive net income of €1,800 million, demonstrating the resilience of its revenues thanks to the diversification of business lines and in particular to a strong commercial activity despite the macro-economic and financial context. (in millions of euros) 2022 2021 (1) Pro forma 2020 Net banking income 7,114 7,497 7,306 Gross operating income 1,516 1,761 1,478 Pre-tax profit 1,256 1,579 579 NET INCOME (GROUP SHARE) 1,800 (2) 1,403 101 (1) The presentation of the income statement of Natixis has changed following the disposal of the Insurance and Payments businesses carried out on March 22, 2022 and of Natixis Immobilier Exploitation on March 1, 2022 and the transfer of part of the support functions to BPCE S.A. (2) Including proceeds from the disposal of the Insurance and Payments businesses to BPCE S.A. Financial results Non-financial results in renewable energy projects in 2022 2.2bn in assets under management in Art. 8 and 9 funds women in all our leadership circles (Ambassadors Leaders) 396bn 31% Net income (GS) 1,800 * m CET 1 Basel 3 fully loaded Net banking income (NBI) 7.1bn 11.3% * Including proceeds from the disposal of the Insurance and Payments businesses to BPCE. PROFILE (Total amount arranged by Natixis) 8 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Corporate & Investment Banking Asset & Wealth Management Pre-tax profit by business line (1) (in €m) Net banking income of the business lines (1) (in €m) 3,756 3,790 3,337 2021 pro forma 2022 3,646 1,036 1,000 701 986 2021 pro forma 2022 Common Equity Tier 1 ratio Basel 3 (%) Risk-weighted assets Basel 3 (phased in) (in €bn) Balance sheet totals (in €bn) 31/12/22 11.3% 31/12/21 11.6% 31/12/20 11. 6% 31/12/22 (1) 95.9 31/12/21 108.3 31/12/20 105.0 428.8 31/12/22 (1) 568.6 31/12/21 501.1 31/12/20 Standard & Poor’s Moody’s Fitch Ratings A A1 AA- Preferred senior long-term rating A-1 P-1 F1+ Short-term rating Long- and short-term rating (Situation on March 1, 2023) Perspective Stable Stable Negative Business lines Financial structure (1) Following the disposal of Insurance and Payments businesses. (1) Net banking income (NBI) and Pre-tax profit (PTP) generated by the main business lines excluding the contributions to NBI of the Insurance and Payments business lines, reclassified as “income from discontinued operations” in the consolidated financial statements at December 31, 2021. 9 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
BPCE 2024, creating value for our clients in each of our business lines In July 2021, Groupe BPCE presented BPCE 2024, its strategic plan for 2024, which includes the objectives of Natixis’ business lines. Focus on our three strategic priorities and some key achievements, midway through the strategic plan. WINNING SPIRIT additional revenues of €1.5bn in five priority areas CLIENT the highest quality of service with an adapted relationship model CLIMATE concrete and measurable commitments as part of a Net zero trajectory 3 priorities Financial targets GROUP CET1 > 15.5% GROUP NBI ~25.5bn GROUP COST / INCOME RATIO < 65% basis points COST OF RISK < 25 NET INCOME (GROUP SHARE) >5bn SIMPLE join forces to improve efficiency and satisfaction, with a simpler and more readable organization and the transformation of our banking information systems and services. INNOVATIVE strengthen our capacity for innovation, particularly around the use of data and accelerate payments to support the digitization of retail. SECURE focus on the security of our development model based on economic performance and financial strength, risk management and a strong trusted third party. 3 key principles Groupe BPCE’s plan for 2024 STRATEGY 10 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
1/ Diversify, for the benefit of our clients and our development 2 /Commit, to energy transition and responsible finance 3/ Transform, and invest to deliver sustainable value # Selectively enhance our value proposition to better support our clients and target the highest satisfaction rates # Combine our strengths with the Banque Populaire and Caisse d’Epargne networks to increase our footprint on high-potential segments # Conquer new clients in EMEA, North and South America and Asia-Pacific # Cement our positioning as our clients’ go-to financial partner for their energy transition strategy, by leveraging the expertise of our Green & Sustainable Hub # Place ESG at the heart of our activities # Align our balance sheet and our investments on a net zero trajectory in line with the Paris Agreement based on our Green Weighting Factor methodology # Offer our clients SRI finance solutions focused on natural capital and social dimensions # Operate at the highest level of corporate responsibility, particularly for our direct impacts on the environment # Continue to invest in the robustness of our infrastructure and of our oversight framework to ensure sustainable growth consistent with our risk appetite # Invest in technology, particularly data and APIs, in order to develop our businesses and enhance our efficiency # Develop the skills of our employees to promote mobility towards the jobs of the future # Evolve and simplify our ways of working to cultivate our agility and collective engagement # Diversification and development in eight key industries at Natixis CIB: additional revenue trajectory in 2022 vs. 2020, in line with our 2024 additional revenue target # Development of flow products in the capital markets business line at Natixis CIB: strong growth in 2022 compared to 2021 # Strong growth momentum of Natixis CIB in America and Asia: average annual growth rate between 2020 and 2022 beyond the objective of the strategic plan # Acceleration of our development in private assets at Natixis IM: contribution to profitability beyond the 2024 target # Increase in client satisfaction rates at Natixis IM. # Increase in assets under management by Natixis Investment Managers in so-called Article 8 or Article 9 funds* # Increase in green revenues at Natixis CIB between 2020 and 2022, in line with the target of a 70% increase by 2024 * within the meaning of EU Regulation 2019/2088 on information relating to sustainable development in the financial services sector (SFDR). # Ongoing industrialization of CIB processing lines # Deployment of the reskilling/upskilling Step-up academy program, with ~440 employees trained since 2020 # Diversity progression : 75% women on Natixis’ Senior Management Committee in January 2023 # Almost 100% of Natixis employees in France switched to the new working environment in hybrid mode and flex office Where are we now? Some key achievements... Where are we now? Some key achievements... Where are we now? Some key achievements... Natixis priorities 11 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Balanced governance Board of Directors at 08/02/2023 9 Meetings in 2022 15 Directors 47% Gender mix 61 Average age 1/3 Independent members 93.2% Attendance rate 17 Training sessions in 2022 7 SPECIALIZED COMMITTEES OF THE BOARD OF DIRECTORS IN 2022 6 members Attendance 96% 4 Meetings COMPENSATION COMMITTEE 16 members Attendance 81% 1 Meeting STRATEGIC COMMITTEE 6 members Attendance 90% 5 Meetings APPOINTMENTS COMMITTEE 5 members Attendance 93% 6 Meetings AUDIT COMMITTEE 5 members Attendance 88% 7 Meetings RISK COMMITTEE 7 members Attendance 83% 5 Meetings US RISK COMMITTEE 4 members Attendance 100% 2 Meetings ESR COMMITTEE Directors from BPCE 2 4 Directors from Caisse d’Epargne 5 Independent directors Directors from Banque Populair 4 BOARD OF DIRECTORS Member – Risk Committee Member – US Risk Committee Member – Audit Committee Member – Compensation Committee Member – Appointments Committee Member – ESR Committee Member – Strategic Committee Nicolas Namias CHAIRMAN Dominique Duband Catherine Halberstadt Catherine Pariset Nicolas de Tavernost Anne Lalou Laurent Seyer Diane de Saint Victor Dominique Garnier Philippe Hourdain Sylvie Garcelon Other participants in Board meetings Representatives of the Social and Economic Committee: Sylvie Pellier Laurent Jacquel Statutory Auditors: Mazars PricewaterhouseCoopers Audit Global Head of Natixis Corporate & Investment Banking: Mohamed Kallala Head of Asset & Wealth Management: Tim Ryan Chief Financial Officer: Nathalie Bricker General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs: Jennifer Baert Chief Risk Officer: Rajâa Meghar Chief Operating Officer: Véronique Sani Chief Human Resources Officer: Cécile Tricon-Bossard Board Secretary: Aline Braillard GOVERNANCE Valérie Savani Laurent Roubin Christophe Pinault Catherine Leblanc Stéphanie Paix CHIEF EXECUTIVE OFFICER Henri Proglio Non-voting member 12 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
MAPPING OF THE BOARD OF DIRECTORS’ SKILLS Senior Management Committee at 08/02/2023 VÉRONIQUE SANI Chief Operating Officer CÉCILE TRICON-BOSSARD Chef Human Resources Officer MOHAMED KALLALA Global Head of Natixis Corporate & Investment Banking TIM RYAN Head of Asset & Wealth Management STÉPHANIE PAIX Chief Executive Officer and Executive director Heads of the main functional departments Heads of the two business lines 75% Gender mix 8 MEMBERS NATHALIE BRICKER Chief Financial Officer and Executive director JENNIFER BAERT General Counsel and Executive director RAJÂA MEGHAR Chief Risk Officer 5 6 6 5 9 4 14 1 12 2 12 3 8 6 12 2 11 3 3 8 10 5 7 3 6 8 Expertise Knowledge NATIXIS BUSINESS LINES 13 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Natixis: a diversified financial player BUSINESS MODEL GLOBAL V Presence in nearly 40 countries V More than 55% of our revenues outside France, with the United States as the second largest domestic market for Natixis IM SELECTIVE AND DIVERSIFIED EXPERTISE WITH HIGH ADDED VALUE V 8 core industries for Natixis CIB and recognized expertise, particularly in infrastructure, real estate and energy V A comprehensive management offering for Natixis IM, thanks to the complementarity of our ̃ 20 affiliates, focused on active management « ASSET-SMART » V Innovative origination-distribution model for Natixis CIB V Asset management activity naturally low in capital consumption MULTI-BOUTIQUE AND ENTREPRENEURIAL V Network ̃ 20 affiliates for Natixis IM, with teams directly interested in their results promoting performance V Network of 7 M&A boutiques for Natixis CIB V A strong entrepreneurial culture at Natixis GROUPE BPCE V Cooperative group with a universal banking and insurance model, with a long-term strategy and actions V More than 20% of the financing of the French economy V Financial strength, with a CET1 ratio above 15% OUR TEAMS V ̃ 13,600 committed women and men representing around 100 nationalities OUR CULTURE & VALUES V Sustainable impact V Entrepreneurial spirit V Collective intelligence The characteristics of our model Challenges Energy transition and climate change #1 Digitalization of processes New uses #2 Increased regulatory pressure #3 Economic challenges: geopolitical instability, rise in interest rates and return of inflation, energy crisis #4 Our strengths Natixis CIB A bank recognized for its expertise and capacity for innovation Natixis IM A global tier-one player, with a diversified and high-performing entrepreneurial model generating added value for our clients Natixis WM An offer with high added value for our direct HNWI clients* and those of the Banque Populaire and Caisse d’Epargne networks * High net worth individuals. Our business lines 14 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
aiming for a sustainable impact OUR CLIENTS V High-performance management offering: 70% of NIM funds ranked 1st and 2nd quartile by Morningstar for the past 5 years V A major player in corporate financing, 90% of SBF companies are Natixis CIB clients V Partnering with our clients to support them in their energy, technological and societal transition strategy OUR EMPLOYEES V Deployment of specific programs to support business line transformation V Regular surveys to manage team engagement GROUPE BPCE V Provision of savings and financial solutions for clients of Groupe BPCE networks (individuals, professionals and corporates) V Contribution to the group’s financial strength OUR SUPPLIERS V More than €700 million of purchases that contribute to the economic development of our regions THE COMPANY V Multiple solidarity actions (payroll donations, solidarity days, projects supported by Natixis Foundation) THE ENVIRONMENT V Leader in renewable energy financing with 6.8 GW of renewable electricity capacity financed in 2022 V Measurement and management of the climate impact of financing portfolios with the Green Weighting Factor Our added value for our stakeholders Opportunities New financial environment, with higher interest rates and persistent volatility #1 Expertise in green and sustainable finance. Need to support our clients in their transition #2 Agility of our teams #3 15 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
BPCE BOARD OF DIRECTORS OF NATIXIS S.A. and its specialized committees (including the Risk, Audit and Compensation Committee) SENIOR MANAGEMENT COMMITTEE Global Risk Committee Specialized Risk Committees (Credit, Market, Operational, Model, etc.) ALM Committee Culture & Conduct Committee Main committees chaired by Senior Management contributing to risk supervision Permanent control framework under the responsibility of the General Counsel, Executive director of Natixis S.A. Periodic control THIRD LINE OF DEFENSE INTERNAL AUDIT OF NATIXIS S.A. BUSINESS LINES AND ENTITIES SECOND LINE OF DEFENSE COMPLIANCE INCL. GLOBAL - TECHNOLOGY RISK MANAGEMENT & DATA PRIVACY OFFICE RISK PERMANENT FINANCIAL CONTROL LOD2 FIRST LINE OF DEFENSE OPERATIONAL DEPARTMENTS Controls 1.1 (operational) Controls 1.2 (hierarchical / functional) Group Internal Control Coordination Committee (3 CIGs) and Specialized Committees COMPLIANCE FUNCTION SECURITY FUNCTION RISK FUNCTION FINANCIAL CONTROL FUNCTION INTERNAL AUDIT FUNCTION (* including Groupe BPCE General Inspection missions) Control Functions Coordination Committee (CFCC) RISK MANAGEMENT Risk management: a key issue Risk governance The economic environment has been profoundly transformed by geopolitical tensions and the rise in key interest rates following the resurgence of global inflation. In this context, the risk exposure of our business lines was managed with caution throughout the year and the cost of risk remained limited. In particular, the direct impacts of the conflict in Ukraine were contained. At the same time, the adaptation of the risk supervision framework and the risk appetite framework continued, in line with the strategic developments of our business lines and the reorganization of the Risk function within Groupe BPCE. Natixis’ risk management framework is deployed throughout the company and supervised by the Board of Directors. Risk management framework The Risk Appetite Statement and the Risk Appetite Framework define and frame the nature and level of risk that Natixis agrees to take as part of its business model and strategy. They are drawn up annually in line with the bank’s strategic and financial management exercises and Groupe BPCE’s risk appetite framework. They are reviewed by the Global Risk Committee and approved by the Board of Directors. Natixis risk appetite principles are articulated in the Risk Appetite Statement. In particular, they establish the objective to achieve sustainable profitability and the refusal to commit to uncontrolled activities, with a view to creating sustainable value for all stakeholders. They reflect the pillars of Natixis’ strategy (Diversify, Commit, Transform) and its business lines. They are fully in line with Natixis’ ambitious Corporate Social Responsibility commitments and the promotion of a strong risk culture. Risks considered as material for Natixis are governed by indicators and tolerance thresholds defined in the Risk Appetite Framework validated by the Board of Directors. These indicators are subject to regular and consolidated monitoring, presented to the Senior Management Committee and to the Risk Committee of the Board of Directors. Any breach of the tolerance thresholds is subject to a notification and escalation procedure. In 2022, the Risk Appetite Framework was revised to take into account the changes in scope related to the disposal of the Payments and Insurance businesses to Groupe BPCE, without this leading to any changes in the risk appetite of the Global Financial Services business lines. 16 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
* (1) Cost of risk in annualized bps on gross customer loan outstandings at the beginning of the period * BPCE issuances credit spread (5A vs. EUR3M) Credit risk is the risk of financial loss due to a debtor’s inability to honor its contractual obligations. CREDIT RISK Change in cost of risk*, Corporate & Investment Banking scope 1Q22 2Q22 3Q22 4Q22 Provisions S1 + S2 2021 2022 54 17 10 21 15 24 23 7 6 27 2 2 Provisions S3 DEFINITION: 15 12 9 6 3 31/12/21 31/01/22 28/02/22 31/03/22 30/04/22 31/05/22 30/06/22 31/07/22 31/08/22 30/09/22 31/10/22 30/11/22 30/12/22 VaR NATIXIS Negotiation (en M€) BPCE secondary curve (Eur3M) (in bps) 0 20 40 60 80 100 120 31/12/21 31/03/22 30/06/22 30/09/22 30/12/22 Market risk is the risk of loss in value caused by any adverse fluctuations in market parameters. MARKET RISK Evolution of Natixis Global VaR – Trading portfolio (1 day 99% VaR) DEFINITION: Operational risk is the risk of loss arising from inadequate or failing internal processes, people, systems or external events. OPERATIONAL RISK Net amount of reported incidents, breakdown by Basel category Execution, delivery and procedures Business interruption and system malfunctions External fraud 88% 0% 0% 9% 79% 85% 1% 6% 11% 2% 5% 0% Damage to property, plant and equipment 0% 9% 4% Employment and workplace safety practices 0% 1% 0% Commercial clients, products and practices 0% 0% 0% Internal fraud 2021 2020 2022 DEFINITION: 106 111 106 103 138 31/12/21 31/03/22 30/06/22 30/09/22 31/12/22 Structural balance sheet risks cover the risk of managing the bank’s liquidity in order to meet its liquidity commitments, the risk of losses linked to changes in interest rates and credit spreads in bank portfolios, structural foreign exchange risk and the management of regulatory constraints and ratios. STRUCTURAL BALANCE SHEET RISKS Liquidity coverage ratio (LCR) (%) Groupe BPCE credit spread* on the secondary market DEFINITION: Name-level cost of risk under control with a contained impact of the Russia-Ukraine crisis; Prudent IFRS 9 provisioning in a deteriorated economic environment. Market positions kept low with prudent management in a context of high volatility across all asset classes; Strengthening of the supervision framework, particularly in the management of convexity risks. Limited operational risk losses; Continuous strengthening of the risk management framework through preventive actions, in particular on technological and cyber risks Controlled evolution in the LCR, above the minimum regulatory level; Strong upward volatility on liquidity spreads, in line with the market environment. 2022 key events 2022 key events 2022 key events 2022 key events 17 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Committed to sustainable finance Natixis places environmental and social responsibility at the heart of its strategic ambitions. ESR/ESG commitments permeate all of its business lines and functions and support customers towards a sustainable business model. The Group’s ESR policy actively contributes to 13 SDGs in its business lines and operations Support for the Sustainable Development Goals (SDGs) Increasing employee engagement on ESR topics The ESR policy has three priorities Raising employee awareness, reducing the environmental footprint, responsible purchasing, commitment to solidarity initiatives. Direct impact & mobilization Contributing to the energy transition and helping clients move towards a sustainable business model. Development of sustainable business Integration of ESG criteria in our financing and investments. Risk management ESR training portal Dedicated awareness-raising events (sustainable development weeks) Solidarity mobilization: solidarity day, solidarity team building ESR COMMITMENTS 18 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
Ambition KPIS/Objective 2024 Achievement at the end of 2022 Our strategic ESR ambitions for 2024 (1) Green revenues: revenues from the Green and Sustainable Hub, from the Renewables sector and from clients and Green Weighting Factor transactions. (1) Energy consumption in France in Kwh. (2) Carbon footprint (in metric tons of CO2 equivalent/FTE). (3) In the wider leadership circle (Ambassadors Leaders) Worldwide scope. (4) Employees who took part in the salary or one-off donation or time donation . Operate as a responsible company IN OUR BUSINESS LINES IN OUR OPERATION Support our clients in the energy transition and SRI finance Asserting our status as a key financial partner for our clients in their energy transition strategy, drawing on the expertise of our Green & Sustainable Hub Improve our direct environmental impact Position ESG at the heart of our Asset Management and insurance activitiest In line with 2024 objectives -33 % -24 % ̃ 440 31 % 41 % Over 1,500 ~37 % X 1.7 Green Natixis CIB revenues (1) Reduce the energy consumption (1) of our buildings by 40% (vs. 2019) + 600 employees trained via the Step Up Academy Reduce our carbon footprint (2) by 20 % (vs 2019) Diversity & Inclusion: 35% women in all our leadership circles (3) 100% of leaders trained in inclusive management Number of employees involved in solidarity initiatives (4) > 50% of assets under management in SFDR Article 8 or 9 funds Act as a responsible employer Act for the benefit of society Ambition KPIS/Objective 2024 Achievement at the end of 2022 19 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
20 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
1 21 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 NATIXIS OVERVIEW History and links with BPCE 1.1 22 History 1.1.1 22 Financial solidarity mechanism 1.1.2 with BPCE 23 Natixis business lines 1.2 24 Asset & Wealth Management 1.2.1 24 Corporate & Investment Banking 1.2.2 26
1 NATIXIS OVERVIEW History and links with BPCE 22 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 History and links with BPCE 1.1 History 1.1.1 2009 Groupe BPCE, the N°2 banking group in France, is formed from the merger of CNCE and the Banque Fédérale des Banques Populaires 2018 V Natixis launches its 2018-2020 strategic plan New Dimension, founded on three pillars: Deepen, Digitalize & Differentiate V Groupe BPCE decides to transfer Natixis’ Specialized Financial Services business lines to BPCE S.A. in order to better meet clients’ needs across the Banques Populaires and Caisses d’Epargne networks 2020 V During the health crisis, Natixis is stepping up support for its clients across all its business lines, with adapted products and services and ever more advice V Natixis and La Banque Postale create a European leader in fixed- income and insurance-related asset management: Ostrum Asset Management, which provides an asset management offering and dedicated investment services V Natixis announces its withdrawal from shale oil and gas and accelerates its exit from the coal industry 2021 V Launch by Groupe BPCE of the Pléiade project comprising both a simplified tender offer for Natixis shares and an operation to simplify the Group’s organization V Signature of the “LGBT+ Engagement Charter” of L’Autre Cercle by the Senior Management Committee to strengthen Natixis’ diversity and inclusion policy and promote a work environment that respects everyone V Announcement of the strategic ambitions of Natixis’ business lines, as part of “BPCE 2024” , based on three principles: diversify, for the benefit of our clients and our development; commit to the energy transition and SRI finance; transform ourselves and invest to create sustainable value V Opening of exclusive negotiations by Natixis Investment Managers to acquire the non-controlling interests held by La Banque Postale in Ostrum Asset Management and AEW Europe 2022 V Sale on January 5 by Natixis of its residual stake in Coface V Creation on March 22 of the Global Financial Services (GFS) division, which brings together Groupe BPCE’s global business lines: Corporate and Investment Banking under the Natixis Corporate & Investment Banking brand and Asset & Wealth Management, notably through the Natixis Investment Managers brand V Agreement signed on March 25 by Natixis Investment Managers and H2O AM on the termination of their partnership V Completion on May 13 of the acquisition by Natixis Investment Managers of La Banque Postale’s stakes in Ostrum AM (45%) and AEW Europe (40%) and extension of the industrial partnerships in asset management with La Banque Postale until end-2030. With these transactions complete, Natixis IM now owns 100% of Ostrum AM and AEW Europe 2009 Natixis launches its 2009-2013 strategic plan New Deal; securing its position as the corporate and investment banking, savings, solutions and specialized finan- cial services arm of Groupe BPCE 2017 V Natixis creates the new Payments business line aimed at becoming a major player in the payments sector in Europe V Natixis unveils its new brand territory and the new visual identity, reflecting its shared culture: the Purple Touch 2019 BPCE Group and Natixis sign the Principles for Responsible Banking and commit to strategically aligning their activities with the United Nations’ Sustainable Development Goals and the Paris Agreement on climate change V Natixis becomes the first bank to actively manage the climate impact of its balance sheet by implementing the Green Weighting Factor V BPCE Group and Banque Postale Asset Management hold discussions to allow Natixis to become a major European insurance manager and euro fixed income manager 2013 Natixis launches its 2014-2017 strate- gic plan New Frontier centered on the goal of becoming a bank for high value-added solutions, focused exclu- sively on its clients 2014 Natixis creates a unique insurance divi- sion, paving the way for Groupe BPCE to become a fully-fledged bancassurer
1 NATIXIS OVERVIEW History and links with BPCE 23 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial solidarity mechanism with BPCE 1.1.2 Including Natixis, all the institutions affiliated with the central institution of Groupe BPCE benefit from a guarantee and solidarity mechanism, the purpose of which, according to Articles L.511-31, L.512-107-5 and L.512-107-6 of the French Monetary and Financial Code, is to guarantee the liquidity and capital adequacy of all affiliated institutions, and to organize financial support within the Group. This financial solidarity is based on legislative provisions establishing a legal principle of solidarity requiring the central institution to restore the liquidity or solvency of affiliates in difficulty, and/or all of the Group’s affiliates. By virtue of the unlimited nature of the solidarity principle, BPCE is entitled at any time to ask any one, or more, or all of the affiliates to contribute to the financial efforts that may be necessary to restore the position, and may, if necessary, mobilize all the cash and capital of the affiliates in the event of difficulty of one or more of them. Thus, in the event of difficulties at Natixis, BPCE shall do its utmost to restore Natixis’ situation and may, in particular, implement the internal solidarity mechanism that it has set up by (i) first mobilizing its own funds as part of its duty as a shareholder; (ii) if these funds are not sufficient, BPCE could call on the mutual guarantee fund set up by BPCE, with a total of €607.2 million in assets contributed equally by the two networks Banque Populaire and Caisse d’Epargne as of December 31, 2022, and which is expected to grow by annual contributions (subject to the amounts that would be used in the event of a call on the fund); (iii) if BPCE’s own funds and this mutual guarantee fund were not sufficient, BPCE could call (in equal parts) on the guarantee funds specific to each of the two Banque Populaire and Caisse d’Epargne networks, totaling €900 million (or €450 million for each network), and on the Banques Populaires and Caisses d’Epargne mutual guarantee fund, consisting of deposits made by the Banques Populaires and the Caisses d’Epargne in BPCE’s books in the form of ten-year, indefinitely renewable term accounts; (iv) if the use of BPCE’s regulatory capital and these three guarantee funds is insufficient, additional amounts would be requested from all the Banques Populaires and Caisses d’Epargne. It should be noted that the guarantee funds referred to above comprise a Groupe BPCE internal guarantee mechanism activated at the initiative of the BPCE Management Board, or a competent authority dealing with banking crises which may request their use if deemed necessary; (v) in addition, BPCE may also have unlimited recourse to the resources of any, several or all other affiliates. As a result of this full and complete legal solidarity, one or more affiliates cannot find themselves in compulsory liquidation, or be affected by resolution measures within the meaning of the EU Directive No. 2014/59 for the recovery and resolution of credit institutions, as amended by EU Directive No. 2019/879 (the “BRRD”), without all affiliates being in the same position. In accordance with Article L.613-29 of the French Monetary and Financial Code, the judicial liquidation procedure would therefore be implemented in a coordinated manner with regard to the central institution and all of its affiliates. In the event of court-ordered liquidation concerning all the affiliates, the external creditors with equal ranking or identical rights of all the affiliates would be managed in hierarchical order of creditors in equal fashion and irrespective of their association with any given affiliated entity. Consequently, holders of AT1 capital and other pari passu securities would be more affected than holders of T2 capital and other pari passu securities, who would be more affected than holders of senior non-preferred external debt, who, in turn, would be more affected than holders of senior preferred external debt. In the event of termination, and in accordance with Article L.613-55-5 of the French Monetary and Financial Code, identical depreciation and/or conversion rates would be applied to debts and receivables of the same rank, regardless of their attachment to a particular affiliated entity in the order of the hierarchy mentioned above. Due to Natixis’ affiliation with the BPCE central institution and the systemic nature of Groupe BPCE, and the assessment currently made by the resolution authorities, resolution measures would be more likely to be taken, if necessary, than the opening of court-ordered liquidation proceedings. Resolution proceedings may be initiated against BPCE and all affiliated entities if (i) the default of BPCE and all affiliated entities is proven or foreseeable, (ii) there is no reasonable prospect that another measure could prevent this default within a reasonable timeframe, and (iii) a resolution measure is required to achieve the resolution objectives: (a) guarantee the continuity of critical functions, (b) avoid significant adverse effects on financial stability, (c) protect Government resources by minimizing the use of exceptional public financial support and (d) protect the funds and assets of clients, in particular those of depositors. An institution is considered in default when it does not comply with the conditions of its authorization, if it is unable to pay its debts or other commitments when they fall due, or if it requests exceptional public financial support (subject to limited exceptions) or the value of its liabilities exceeds that of its assets. In addition to the bail-in power, resolution authorities are given expanded powers to implement other resolution measures in relation to failing institutions or, in certain circumstances, their groups, which may include, among others: the sale of all or part of the activity of the institution to a third party or a bridge institution, the separation of assets, the replacement or substitution of the institution as debtor of the debt instruments, changes in the terms and conditions of the debt instruments (including modification of the maturity and/or amount of interest payable and/or the temporary suspension of payments), suspension of admission to trading or official listing of the financial instruments, and the removal of executive directors or the appointment of a temporary administrator (special administrator) and the issue of capital or equity.
1 NATIXIS OVERVIEW Natixis business lines 24 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis business lines 1.2 As announced by BPCE and Natixis as part of the strategic plan approved on July 8, 2021, Groupe BPCE has led a change in its organization, in particular by merging Natixis S.A.’s Insurance and Payments business lines with BPCE. March 22, 2022 marked the birth of the Global Financial Services (GFS) division, which brings together Groupe BPCE’s global business lines: Asset & Wealth Management, notably through the Natixis Investment Managers (Natixis IM) and Natixis Wealth Management (NWM) brands, and Corporate & Investment Banking, notably via the Natixis Corporate & Investment Banking (Natixis CIB) brand. Asset & Wealth Management 1.2.1 Asset & Wealth Management develops solutions tailored to the savings, investment, risk management and advisory needs of the various private and institutional clients of Groupe BPCE. Its ambition is to assert its position as a world leader in active management. Asset Management 1.2.1.1 Ranked among the leaders in Asset Management worldwide (€1,079 billion in assets under management as of end-December 2022), Natixis Investment Managers supports investors in building portfolios by offering them a range of diversified and responsible solutions. With its multi-affiliate model, which draws on the expertise of around 20 Asset Management companies around the world, Natixis Investment Managers offers a wide range of solutions to enable its clients to achieve their investment objectives, whatever the market conditions. The Company is developing its offer around four key areas of expertise: fundamental active management, management under liability constraints, real assets and quantitative management. In 2022, Natixis IM continued to strengthen its multi-affiliate model and continued to actively manage its affiliate portfolio. The Company completed the acquisition of the stakes that La Banque Postale held until now in Ostrum AM (45%) and AEW Europe (40%). Natixis IM and La Banque Postale also extended their institutional Asset Management partnerships until the end of 2030. In addition, Natixis IM finalized the agreement signed with H2O AM on the termination of their partnership. It also entered into an agreement to sell its 100% stake in AlphaSimplex Group to Virtus Investment Partners and sold its block of shares in Fiera Capital while renewing its distribution agreement with the company for the Canadian market. Lastly, the Seeyond and Natixis IM Solutions teams dedicated to insurance management and structured products have been integrated into Ostrum AM. Mirova announced the acquisition of Asset Management company SunFunder, accelerating its development to become a global leader in impact investing. Natixis IM also continued its development in private assets. At the end of 2022, this category represented 9% of total assets under management compared to 7% at the end of 2021. Natixis IM has continued to roll out its client feedback system and launched a series of projects and initiatives focused on the client experience: deployment of its new Client Portal, launch of Asset Studio (a digital platform developed with seven fintechs) and development of Funds DLT solutions based on blockchain technology. These initiatives were recognized with the L’Agefi AM Tech Day 2022 award for the most innovative technological solution. Natixis IM also continued to roll out the Natixis IM Operating Services platform developed by Loomis Sayles to its US affiliates. Among other recognitions received by Natixis IM and its affiliates, the teams of DNCA, Loomis Sayles, WCM Investment Management and Harris Associates have won several Refinitiv Lipper Fund Awards that recognize the exceptional performance of their funds in Europe and the United States. Loomis Sayles was named Multi-Asset Manager of the Year at the Insurance Asset Risk Awards for North America. The DNCA Finance teams also won nine awards at the 2022 Grand Prix de la Finance. And, for the second year in a row, Mirova was named B Corp Best For The World TM in recognition of its significant positive impact in the “Clients” impact area.
1 NATIXIS OVERVIEW Natixis business lines 25 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis Investment Managers: some 20 specialized Asset Management companies in the United States, Europe and Asia (as of end of December 2022 – assets under management in billions of euros) AEW (€67.5 billion), real estate Asset Management, real estate investment trusts (SCPI) and real estate mutual funds (OPCI) V Alpha Simplex Group LLC (€7.7 billion), quantitative investment management V DNCA Finance (€27.9 billion), fixed-income and equities management V Dorval Asset Management (€1.3 billion), flexible management V Flexstone Partners (€5.4 billion), Private Equity V Gateway Investment Advisers, LLC (€8.1 billion), hedged equity V Harris Associates (€88.2 billion), US and international equities management V Investors Mutual Limited (€2.9 billion), value-based Australian equities management V Loomis, Sayles & Co. (€264.3 billion), equities (growth, core, value) and bonds (core to high-yield) management V Mirova (€27.2 billion), SRI equity and fixed income management, infrastructure project financing V MV Credit (€4.4 billion), real assets V Naxicap Partners (€6.8 billion), Private Equity V OSSIAM (€7.8 billion), strategy-based ETFs (Exchange Traded Funds) V Ostrum Asset Management (€373.6 billion), fixed-income and equities management V Seeyond (€7.3 billion), structured products and volatility V Seventure Partners (€0.9 billion), Private Equity V Thematics Asset Management (€2.7 billion), international thematic investing V Vauban Infrastructure Partners (€7.4 billion) V Vaughan Nelson Investment Management (€12.8 billion), equity and fixed income stocks management V WCM Investment Management (€67.6 billion) V Solutions management offering (assets under management at end December 2022 – in billions of euros under management) Natixis Investment Managers Solutions International (€40.6 billion) V Natixis Investment Managers Solutions US (€33.8 billion) V Natixis Interépargne Natixis Interépargne, Natixis Interépargne, now consolidated within Natixis IM, supports companies of all sizes in setting up and managing their employee savings and pension savings schemes, as well as their employee shareholding to make them a driver of performance. Groupe BPCE’s reference in employee savings and pension savings schemes, and a pioneer in innovation for more than 50 years, its ability to adapt to a constantly changing environment and uses allows it to offer full access to a whole range of employee savings schemes and supplementary pension solutions: company savings plans, company pension savings plans in securities account format or in insurance format (in partnership with Arial CNP Assurances). Natixis Interépargne relies on the financial management offers of Natixis Investment Managers, a specialist in the active management of employee savings schemes. In 2022, Natixis Interépargne consolidated its position as a leading player in employee savings schemes and pension savings plans with more than 81,000 corporate clients and over 3.1 million savers (Data as of 31/12/2022). In 2022, Natixis Interépargne was awarded two prizes at the 37th Corbeilles Mieux Vivre Votre Argent: second place in the Corbeilles de l’Epargne Salariale, in the long-term employee savings category, and the certificate for the best management of diversified funds. Natixis Interépargne is delivering long-term performance thanks to the quality and consistency of its range and the expertise of the management teams at Natixis Investment Managers International. Natixis Interépargne has signed a partnership with France Retraite, a leader in retirement expertise, to offer its Focus “retirement & career” savers a personalized service to help them better prepare for their retirement. Finally, Natixis Interépargne launched the FCPE Avenir Actions Long Terme, dedicated to retirement savings plans and integrated into the Avenir range. Thanks to this FCPE, which invests in internationally listed shares and unlisted shares, investors can boost their investments and gain access to the world of Private Equity.
1 NATIXIS OVERVIEW Natixis business lines 26 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Wealth Management 1.2.1.2 Established in France and Luxembourg, Natixis Wealth Management designs and implements tailor-made wealth and financial solutions to structure and manage the assets of company directors, executives, large private investors and family shareholders. Natixis Wealth Management supports its clients in their initiatives to undertake, invest and transfer, and mobilizes a wide range of expertise that covers all their needs, whatever the size or stage of their projects: corporate advisory, origination, vanilla and complex financing, investment, wealth engineering, Asset Management and diversification solutions, particularly in Private Equity. The entire value proposition is tailored to the level of customization requested by clients and is distributed via two channels, BtC (Business to Consumer) and BtB (Business to Business). To expand its range of listed and unlisted management products and services, Natixis Wealth Management relies on two of its subsidiaries: VEGA Investment Managers and Massena Partners. VEGA Investment Managers’ core expertise in collective management, delegated management and fund selection on an open-architecture basis complements that of Massena Partners, advising private family-owned groups and family offices, mainly in Private Equity. In 2022, the dynamics of Natixis Wealth Management were favorable despite a negative market effect. It managed more than €30 billion in assets at December 31, 2022. The bank rolled out its strategic roadmap and continued its transformation program, particularly in Luxembourg where it repositioned its franchise, to better serve its direct clients in the “High Net Worth Individuals” segment. Natixis Wealth Management strengthened the development of its activities with Groupe BPCE, in particular with Natixis CIB, with which it launched a program to accelerate synergies. This initiative builds on existing bridges between the two entities. The aim is to increase the number of joint actions carried out with the category of medium-sized companies and thus better meet the objectives of the BPCE strategic plan for this client segment. Also in conjunction with Natixis CIB, it successfully marketed a green debt security with a charitable dimension in which 0.20% of the total amount invested was donated to the Institut Pasteur in the form of a tax-free gift. The bank is pursuing its ESG commitments by expanding the range of products offered by VEGA Investment Managers – which now has a range of ten SRI-labeled funds – and by strengthening its SRI management and monitoring framework. VEGA IM was included in Funds Magazine’s ranking of the “50 management companies that count”. Its subsidiary TEORA by Natixis Wealth Management – an open-architecture, high-end life insurance broker that offers customized solutions to Banques Populaires, Caisses d’Epargne and Natixis Wealth Management clients – has posted significant growth a year and a half after its launch, and in particular has opened two new partnerships with Groupe BPCE. Finally, Natixis Wealth Management was voted best private bank by L’Agefi (“Prix de la gestion privée”). It also received the Silver Trophy in the “Meilleure banque privée affiliée” category at the 2022 Sommet du Patrimoine et de la Performance. Corporate & Investment Banking 1.2.2 Natixis Corporate & Investment Banking (Natixis CIB) supports its corporate clients, banks, institutional investors, financial sponsors, public sector entities and Groupe BPCE networks. It advises them and designs innovative tailor-made solutions to support their strategy by drawing on the full range of its expertise in consultancy, investment banking, financing, commercial banking and on the capital markets. Corporate & Investment Banking relies on a global presence in three platforms (North and South America, EMEA and Asia-Pacific) and 28 countries. Corporate & Investment Banking (CIB) has a cross-functional Advisory & Coverage team dedicated to covering Natixis CIB clients. Since 2021, the team has brought together bankers and sector experts within the same team. This team has a strong regional presence in France and is supported internationally by all Natixis CIB expert teams. This structure encourages high responsiveness, close, personalized working relationships and in-depth strategic dialog with clients over the long term, supporting them in the transformation of their models for the environmental and technological transition. Corporate & Investment Banking’s areas of expertise are: Capital markets: Natixis CIB offers its corporate, institutional and V Groupe BPCE network clients a wide range of hedging products, financing and investment solutions in the fixed income, credit, foreign exchange, commodities and equity markets, combined with recognized economic research. The development of its capital markets activities is structured around the following areas: enhancing its offering with tailored and innovative solutions for V the various asset classes. This tailor-made approach enables it to meet the specific needs of each of its clients and to distinguish itself from its competitor, access to a wide range of cash flow products through electronic V platforms, helping to provide liquidity to its clients, continued international development in terms of clients and V regions, relying on the presence of Natixis CIB in Europe, the Middle East, North and South America and Asia-Pacific, a multi-underlying focus, represented by the Global Securities V Financing team active in the money, bond and equity markets;
1 NATIXIS OVERVIEW Natixis business lines 27 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Real Asset Finance: the Real Assets business line includes the V origination and structuring of structured finance in three sectors: Aviation, Infrastructure & Energy and Real Estate & Hotels. Real Assets relies on a global network of experts in 10 offices around the world to offer its clients innovative and adapted solutions. Thanks to this system, Real Assets is recognized as one of the major players on the market in these sectors, as shown by the rankings and league tables; 4th worldwide for renewable project finance, 9th worldwide for infrastructure finance according to IJGlobal; Investment Banking: the Investment Banking teams support their V clients in their strategic decisions: acquisitions, sales or purchases of assets and more generally any growth project. To this end, the teams offer a wide range of innovative and value-added solutions, from financial advice to the provision of capital. Investment Banking includes acquisition & strategic finance, financing on the primary markets for bonds and equities, financial engineering applied to listed holdings (Strategic Equity Capital Markets transactions – a team reporting both to the Head of Investment Banking and that of global markets). Global Trade: Global Trade brings together the activities of V international trade finance, Structured Financing solutions for export operations and cash management for its corporate clients, commodity traders and the clients of the Banques Populaires and Caisses d’Epargne networks. This business line, which is at the heart of the strategy of CIB and Groupe BPCE, is designed to support and finance the commercial development of its clients in a sustainable manner. It relies on teams in France (in Paris and in the regions) and throughout the bank’s international network, with recognized expertise, a very good knowledge of emerging countries, and an ability to provide integrated solutions to its clients. Global Trade is developing a growth strategy based on client needs, particularly in terms of: digitalization of exchanges, with a focus on traceability, V immediacy and the fight against fraud, for trade finance and cash management, and support for the energy transition, for example through the V structuring of “sustainability-linked” transactions. Natixis CIB has acted as Green/Sustainability coordinator on Revolving Credit Lines or Borrowing Bases for clients such as Touton, Viterra, Sucafina Brasil, or Coffee America; Distribution & Portfolio Management: The Distribution & Portfolio V Management (DPM) business line is responsible for the management and distribution of all financing using the originate-to-distribute (O2D) model, enabling the development of attractive investment opportunities for investors. To carry out its missions, DPM relies on three teams of experts coordinated on three international platforms (North and South America, EMEA, Asia-Pacific): Distribution: in charge of primary and secondary syndication of V Natixis financing as well as the implementation of structured and innovative solutions (securitization, repackaging etc.), Portfolio Management: in charge of the proactive management V of Natixis’ financing portfolio in terms of risk, profitability and temperature. The Portfolio Management teams also monitor the bank’s scarce resources and limits (by sector, country, etc.), Restructuring and Workout: in charge of restructuring and V recovery of sensitive files. These three teams are supported in their transformation by the Global Financing Chain, which is in charge of steering all Financing Chain projects and building technological solutions to accelerate the O2D model (partnership with Ncino, private debt platform etc.); Mergers & Acquisitions: Natixis CIB’s Mergers & Acquisitions V (M&A) teams assist large and medium-sized commercial and industrial companies, institutional investors and investment funds in the preparation and implementation of divestitures or mergers, capital raising, restructuring and capital protection transactions. This expertise is supported by a network of 7 boutiques in 8 countries: Natixis Partners, Solomon Partners, Fenchurch, Natixis Partners Iberia, Vermilion, Azure Capital and Clipperton; Economic research: CIB research supports Natixis’ commercial V approach. It publishes analyses to inform Natixis clients’ decisions, organizes and participates in visual or digital conferences to present its views, as well as round tables on current, market or sectoral topics. In 2022, Corporate & Investment Banking continued to implement the BPCE 2024 strategic plan along the lines defined in 2021: diversify clients, expertise and geographies: by expanding into V eight core industries (Energy, Metals and Mining, Real Estate, Transport, Telecom and Tech., Environment, Health, Insurance); by increasing the support for corporate clients, including medium-sized companies, with a commercial banking offer, while continuing to develop the special relationship with institutional clients; by reasserting the global dimension and the ability to support clients on the North and South America platforms and in the Asia-Pacific region; be the benchmark financial partner of our clients for their energy V transition: in particular, with a commercial ambition to increase “Green” revenues by a factor of 1.7 between 2020 and 2024, and by broadening the dynamic to include social dimensions, natural resources and biodiversity; invest to strengthen robustness, competitiveness and V attractiveness: by accelerating investments in technology, to strengthen time to market and operational efficiency; by attracting talent; by developing the Natixis Corporate & Investment Banking brand.
1 NATIXIS OVERVIEW 28 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
2 29 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 CORPORATE GOVERNANCE Natixis governance 2.1 at February 8, 2023 30 Specific governance 2.1.1 30 Summary table of the Board 2.1.2 of Directors on February 8, 2023 31 Monitoring table of compliance 2.1.3 with the recommendations of the Afep-Medef code 32 Positions and functions held 2.1.4 by the corporate officers during the fiscal year 33 Management and oversight 2.2 of corporate governance 59 The Board of Directors 2.2.1 59 Special Committees: offshoots 2.2.2 of the Board of Directors 71 Senior Management 2.2.3 80 Compensation policy 2.3 for corporate officers 83 Compensation policy for corporate 2.3.1 officers 83 Non-executive corporate officers 2.3.2 84 Chairman of the Board of Directors 2.3.3 85 Chief Executive Officer 2.3.4 85 Standardized tables compliant 2.3.5 with AMF recommendations 88 This chapter partially corresponds to the Board of Directors’ report on corporate governance as required by the Article L.225-37 of the French Commercial Code (refer to the cross-reference table for the annual financial report and the management report in Chapter [8] of this universal registration document) and includes information on the composition of the Board and the conditions under which its work is prepared and organized, how its governance is structured, and its policy for compensating corporate officers.
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 30 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis governance 2.1 at February 8, 2023 This report has been prepared in accordance with Article L.225-37-4 of the French Commercial Code and contains the following information: a list of all offices and functions held in all companies by each of V the corporate officers during the fiscal year; the composition and the conditions for preparing and organizing V the work of the Board of Directors; a description of the diversity policy applied to the members of the V Board of Directors and information relating to the results in terms of gender balance within the Senior Management Committee and, more generally, within the top 10% of positions with the highest responsibility; the agreements entered into, directly or through an intermediary, V between, on the one hand, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights in a company and, on the other hand, another company controlled by the former within the meaning of Article L.233-3 of the French Commercial Code, with the exception of agreements relating to ongoing transactions and entered into under normal conditions; a table summarizing current authorizations granted by the General V Shareholders’ Meeting in respect of capital increases, pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code, and showing how these authorizations were used during the fiscal year (see section [8.3.7] of Chapter [8] of this universal registration document); the Senior Management procedures as provided for in V Article L.225-51-1 of the French Commercial Code; any potential limitations that the Board of Directors places on the V powers of the Chief Executive Officer; the corporate governance code to which Natixis refers, as well as a V summary table of provisions whose application has been rejected; the specific conditions governing the participation of shareholders V in the General Shareholders’ Meeting or the provisions of the bylaws that provide for these terms and conditions (see section [8.2] of Chapter [8] of this universal registration document). The information in this section takes into account Appendix 6 of Commission Delegated Regulation (EU) No. 2019/980 of March 14, 2019, AMF Recommendation No. 2012-02 as amended on January 5, 2022, consolidating the recommendations published since 2012 by the French Financial Markets Authority (AMF), the guide to compiling universal registration documents published by the AMF on January 5, 2022, and lastly the Afep-Medef corporate governance code for listed companies as amended in December 2022 (“Afep-Medef code”). Specific governance 2.1.1 A Board of Directors with a separation of duties of the Chairman of the Board of Directors and Chief Executive Officer At the Combined General Shareholders’ Meeting of April 30, 2009, Natixis changed its form of governance from a joint stock company with a Supervisory Board and a Management Board to a joint stock company with a Board of Directors. The Company has opted for this mode of governance with the aim of creating 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 of Directors and Chief Executive Officer. This decision was a result of the Company’s will 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. This decision complies with the obligations applicable since 2014 to credit institutions, set forth by French law transpositng the CRD 4 Directive. Majority and equal representation of the Banques Populaires and Caisses d’Epargne networks In accordance with the governance rules of Natixis established at the time of its incorporation and as set out in the BPCE bylaws, the Board of Directors has a majority and equal representation of the Banques Populaires and Caisses d’Epargne networks; this is accompanied by a balanced representation of the executive and non-executive managers of the two networks. BPCE’s representation Following the squeeze-out by BPCE effected on July 21, 2021 and the delisting on the same day of the Natixis shares from the regulated market of Euronext Paris, Natixis is nearly wholly owned by BPCE (99.83% as of December 31, 2022). The Chairman of the BPCE Management Board chairs the Board of Directors of Natixis and BPCE, a legal entity, holds a seat on the Board. The presence of a third of independent directors Given the Group’s structure and the presence of a majority shareholder, BPCE, the proportion of independent directors is equal to one-third, in strict compliance with Afep-Medef code’s recommendations set out in the internal regulations of the Board of Directors of Natixis. This governance, specific to Natixis, is illustrated by the composition of its Board of Directors as at February 8, 2023 (see section [2.1.2] below) and explains the specific cases of derogation from the Afep-Medef code (see section [2.1.3] below).
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 31 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Summary table of the Board of Directors on February 8, 2023 2.1.2 Committees Personal information Directorship information First name/ Last name Nationality Number of shares First appointed End date of the term of office Length of service Overall attendance rate on the Board and Committees in 2022 a) Directors from BPCE Laurent Mignon (b) (Chairman until 02/12/2022) M 59 French 109,064 01/06/2018 2023 AGM 4 100% Nicolas Namias (Chairman since 03/12/2022) M 46 French 16,613 01/12/2022 2023 AGM 0 100% BPCE Represented by Catherine Halberstadt (since 01/01/2018) F 64 French 3,678,121,131 (C) 25/08/2009 2023 AGM 13 85% Independent directors Diane de Saint Victor F 67 French 0 04/04/2019 2025 AGM (d) 3 100% Nicolas de Tavernost M 72 French 0 31/07/2013 2025 AGM 9 70% Anne Lalou F 59 French 0 18/02/2015 2026 AGM 7 93% Catherine Pariset F 69 French 0 14/12/2016 2023 AGM 6 100% Laurent Seyer M 57 French 0 13/12/2021 2026 AGM 1 100% Directors from Banque Populaire Dominique Garnier M 61 French 0 28/05/2021 2024 AGM 1 96 % Sylvie Garcelon F 57 French 0 10/02/2016 2024 AGM 6 97% Philippe Hourdain M 66 French 0 23/06/2020 2026 AGM 2 100% Catherine Leblanc F 67 French 0 23/06/2020 2025 AGM 2 66% Directors from Caisse d’Epargne Didier Dousset (b) (from 10/02/2022 to 27/10/2022) M 67 French 0 10/02/2022 2023 AGM 0 100% Valérie Savani (since 15/12/2022) F 53 French 0 15/12/2022 2023 AGM 0 N/A Dominique Duband M 64 French 0 06/02/2020 2026 AGM 2 96% Laurent Roubin M 53 French 0 22/09/2021 2024 AGM 1 95% Christophe Pinault M 61 French 0 20/12/2018 2025 AGM 4 77% NUMBER OF MEETINGS IN 2022 7 5 6 4 5 2 1 AVERAGE ATTENDANCE RATE 88% 83% 93% 96% 90% 100% 81% Chairman Member (a) Attendance rate by body detailed in the sheet of each director. (b) Directors whose terms of office ended during fiscal year 2022. (c) These shares are held by BPCE. (d) It is specified that Diane de Saint Victor resigned from her directorship with effect from the end of the Board of Directors’ meeting of February 8, 2023. Age (at 31/12/2022)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 32 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Monitoring table of compliance with the recommendations 2.1.3 of the Afep-Medef code The Company refers to the Afep-Medef corporate governance Code, which is available on the Natixis website: https://natixis.groupebpce.com/articles/afep-medef-recommendations/ As part of the “comply or explain” rule referred to in Article 28.1 of the Afep-Medef code, Natixis believes that its practices comply with the recommendations of the Afep-Medef code. However, some recommendations given the specific nature of its governance mentioned above (see section [2.1.1] of this chapter) were excluded for the reasons set out in the following table: Audit Committee (Article 17.1 of the Afep-Medef 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 shareholder (members from the Caisses d’Epargnes and the Banques Populaires 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. Appointments Committee (Article 18.1 of the Afep-Medef code) “It must not include any executive corporate officers and must be composed of a majority of independent directors.” The number of independent directors on Natixis’ Appointments 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 Appointments 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 Appointments Committee are only adopted if the majority of members present, including the Chairman, voted for them. Compensation Committee (Article 19.1 of the Afep-Medef code) “It must not include any executive corporate officers and must be composed of a majority of independent directors.” 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 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 Appointments 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. Session of the Board of Directors held without the executive directors (Article 12.3 of the Afep-Medef code) “It is recommended that at least one meeting be held each year without the presence of executive corporate officers.” Natixis does not have an executive director on its Board. Stéphanie Paix is the Chief Executive Officer of Natixis but not a director. Natixis’ Board of Directors does not have a formal arrangement to hold a session without the executive director present. However, the Chief Executive Officer was not present at the part of the Board Meeting during which his performance was evaluated and his compensation set. Director’s ethics (Article 21 of the Afep-Medef code) “(...) the director must be a shareholder in a personal capacity and (...) hold a minimum number of shares, which is significant in relation to the compensation allocated to him or her.” The Company’s shares are not offered to the public and are not admitted for trading on a regulated market. In addition, BPCE holds 99.83% of the share capital. Executive corporate officer obligation to hold shares (Article 24 of the Afep-Medef Code) “The Board of Directors sets a minimum number of shares that executive corporate officers must hold in registered form until the end of their term of office. This decision is reviewed at least at each renewal of their term of office.” The Company’s shares are not offered to the public and are not admitted for trading on a regulated market. In addition, BPCE holds 99.83% of the share capital. Equity ratio (Article 27.2 of the Afep-Medef Code) “The report on corporate governance includes (...) information on the ratios used to measure the differences between the compensation of executive corporate officers and that of the Company’s employees.” As Natixis has not been listed since July 2021, this recommendation of the Afep-Medef Code is not applicable.
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 33 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Positions and functions held by the corporate officers 2.1.4 during the fiscal year Nicolas Namias (since December 3, 2022) Chairman of the BPCE Management Board Born 25/03/1976 Nationality: French Address: 7 promenade Germaine Sablon 75013 Paris Chairman of the Board of Directors First appointed: co-opted as a Director and appointed Chairman of the Board by the Board of Directors meeting of 01/12/2022 with effect from 03/12/2022 Term expires: 2023 AGM (a) Member – Strategic Committee First appointed: Board of Directors meeting of 01/12/2022 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Strategic Committee N/A An alumnus of the elite École Nationale d’Administration (ENA) with degrees from Stanford Graduate School of Business (Executive Program), ESSEC and Institut d’Études Politiques de Paris, Nicolas Namias began his career in 2004 in the Treasury Department of the French Ministry of Economy and Finance. He was first tasked with preparing for the international financial summits of the G8 and G20, before being named as the Government’s Substitute Commissioner to the French Financial Markets Authority. In 2008, he joined the Finance division of Groupe BPCE, then became Head of Planning for Commercial Banking and Insurance. In 2012, he was named Technical Advisor to the Prime Minister for the financing of the economy, businesses, and international economic affairs. Nicolas Namias returned to Groupe BPCE in 2014 as Head of Strategic Planning at Natixis and a member of the Executive Committee. In this capacity, he coordinates all external growth operations conducted by Natixis. In September 2017, he was appointed Chief Financial Officer and Head of Strategic Planning, and as a member of the Natixis Senior Management Committee. In June 2018, Nicolas Namias was appointed as a member of the BPCE Management Board in charge of Finance, Strategy, Legal Affairs and the Secretary’s Office of the Supervisory Board. From November 2018 to August 2020, he was a BPCE Management Board Member in charge of Finance and Group Strategy. From August 3, 2020 to December 2, 2022, Nicolas Namias was Chief Executive Officer of Natixis and a member of the Management Board of BPCE. Nicolas Namias was appointed Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis as of December 3, 2022. Other offices held in 2022: Within Groupe BPCE Member of the BPCE Management Board (since 01/06/2018) V and Chairman of the Management Board (since 03/12/2022) Chairman of the Board of Directors: Natixis Investment Managers V (from 28/08/2020 to 10/02/2023), Natixis Payment Solutions (from 10/09/2020 to 12/04/2022), Natixis Assurances (from 21/09/2020 to 08/04/2022) Director of Solomon Partners GP LLC (from 14/09/2020 V to 07/02/2023) Outside Groupe BPCE Managing Director of SCI Nantucket (since July 2018) V Member of the Executive Committee of the Fédération Bancaire V Française (French Banking Federation) (since 03/12/2022) Member of the Association Française Bancaire V (French Banking Association) (since 03/12/2022) Director of CNP Assurances (1) (since 07/12/2022) V
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 34 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Director of Natixis Partners V (from 13/05/2015 to 10/07/2018) Director of Natixis Partners Espana V (from 29/01/2016 to 17/01/2018) Director of Natixis Assurances V (from 26/10/2017 to 19/06/2018) Permanent Representative of Natixis, V Director of Natixis Investment Managers (from 11/12/2017 to 06/09/2018) Permanent Representative of Natixis, V Director of Compagnie Française d’Assurance pour le Commerce Extérieur (from 11/12/2017 to 06/09/2018) Permanent Representative of Natixis, V Director of Natixis Coficiné (from 07/02/2018 to 08/11/2018) Permanent Representative of BPCE, V Director of Crédit Foncier de France (since 01/06/2018) (until 31/07/2019) O Permanent Representative of BPCE, V Director of CE Holding Participations (since 01/06/2018) (until 01/12/2020) O Chairman of the Board of Directors: GIE V BPCE Financial Services (since 18/04/2019) (until 15/10/2020) O Chairman of the Board of Directors V of Crédit Foncier de France (since 01/08/2019) (until 02/10/2020) O Director of: Natixis Coficiné V (since 30/11/2018) (until 05/05/2020) O Permanent Representative of Natixis, V member of the Board of IFCIC (Institut pour le Financement du Cinéma et des Industries Culturelles) (since 16/12/2016) (until 16/06/2020) O Deputy Chief Executive Officer of CE V Holding Participations (since 06/06/2018) (until 01/12/2020) O Coface S.A. (1) V (since 09/09/2020) (until 10/02/2021) 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a) Listed company. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 35 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Stéphanie Paix (since December 3, 2022) Chief Executive Officer of Natixis Born 16/03/1965 Nationality: French Address: 7 promenade Germaine Sablon 75013 Paris First appointed: Board of Director meeting of 01/12/2022, with effect from 03/12/2022 Term expires: 2026 AGM (a) KEY ADVISORY SKILLS Mastery of issues related to V finance, corporate strategy, business development, retail banking, risk and banking audit Graduate of IEP Paris and holder of Certificat administrateur of Société IFA/Sciences Po, Stéphanie Paix has been working for Groupe BPCE since 1988. Inspector then Head of Mission at the Banque Fédérale des Banques Populaires (1988-1994), she joined the Banque Populaire Rives de Paris as Regional Director and, subsequently, Director of Production and General Organization (1994-2002). In 2002, she joined Natexis Banques Populaires, where she successively held the positions of Head of Operations Management and then Head of Cash Management and Operations (2002-2005). In 2006, she became Chief Executive Officer of Natixis Factor before becoming Chief Executive Officer of Banque Populaire Atlantique (2008 to 2011). Stéphanie Paix was Chairman of the Management Board of Caisse d’Epargne Rhône Alpes from the end of 2011 to November 12, 2018. At that date, she joined BPCE and became Deputy Chief Executive Officer in charge of Group General Inspection. In January 2022, Stéphanie Paix was appointed Group Chief Risk Officer at BPCE. Since December 3, 2022, she has been Chief Executive Officer of Natixis. Other offices held in 2022: Within Groupe BPCE Member of the BPCE Senior Management Committee V (since January 2022) Chairman of the Board of Directors of Natixis Investment V Managers (since 10/02/2023) Director of Solomon Partners GP LLC (since 07/02/2023) V Outside Groupe BPCE Since 01/06/2018, Director, member of the Audit Committee and V member of the Compensation and Appointments Committee of Samse (Chairman of the latter Committee since June 2020) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chairman of the Management Board V of Caisse d’Epargne Rhône Alpes (CERA) (from 05/12/2011 to 12/11/2018) Member of the SAMSE Supervisory V Board (since September 2018) Chairman of the Board of Directors V of Banque du Léman (Switzerland) (from 2013 to 12/11/2018) Chairman of the association Le B612 V (from 2016 to 12/11/2018) Director of CE Holding Participations V (from 09/09/2015 to 12/11/2018) Member of the Supervisory Board V and Risk Committee of BPCE (from 22/05/2015 to 12/11/2018) Permanent Representative of CERA, V Director of: IT-CE (from 31/12/2011 to 12/11/2018) Permanent Representative of CERA, V Director of: Fondation d’entreprise CERA (from December 2011 to 12/11/2018) Permanent Representative of CERA, V Director of: Fédération Nationale des Caisses d’Epargne (FNCE) (from December 2011 to 12/11/2018) Permanent Representative of CERA, V Director of: Habitat en Région (from 2012 to 12/11/2018) Permanent Representative of CERA, V Director of: Club du Musée Saint-Pierre (from 2012 to 12/11/2018) Permanent Representative of CERA, V Director of: Fondation entrepreneurs de la Cité (from 2014 to 12/11/2018)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 36 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Offices held in previous fiscal years 2018 2019 2020 2021 Permanent Representative of CERA, V Director of: GIE BPCE IT (from 16/07/2015 to 12/11/2018) Permanent Representative of CERA, V Director of: ERILIA (from 03/06/2016 to 12/11/2018) Permanent Representative of CERA, V Managing Director of: SCI dans la ville (from 16/05/2014 to 12/11/2018) Permanent Representative of CERA, V Managing Director of: SCI Garibaldi Office (from 16/05/2014 to 12/11/2018) Permanent Representative of CERA, V Managing Director: SCI Lafayette Bureaux (from 16/05/2014 to 12/11/2018) Permanent Representative of CERA, V Managing Director of: SCI le Ciel (from 16/05/2014 to 12/11/2018) Permanent Representative of CERA, V Managing Director: SCI le Relais (from 19/05/2014 to 12/11/2018) Permanent Representative of CE V Holding Participations, Director of Habitat en Région Services (from 2016 to 12/11/2018) Chairman of the Supervisory Board V of Rhône Alpes PME Gestion (from 13/03/2012 to 12/11/2018) Director of Siparex Associés V (from 30/03/2012 to 12/11/2018) Chairman of the Board of Directors V of Rhône Alpes Cinéma (from 26/07/2016 to 12/11/2018) Chairman of the Comité Régional V des Banques de Rhône Alpes (from 13/09/2017 to 12/11/2018) Chairman of MIX-R (from 09/04/2018 V to 12/11/2018) Non-voting member of Société V des Trois Vallées (from 2012 to 12/11/2018) Member of the 4 th college of the V Regional Economic, Social and Environmental Council (CESER) (from 01/01/2018 to 11/12/2018) 2026 AGM called to approve the financial statements for the fiscal year ending 31/12/2025. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 37 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 BPCE – Permanent Representative Catherine Halberstadt Member of the Senior Management Committee in charge of Financial Solutions and Expertises (SEF) activities BPCE Address: 7 promenade Germaine Sablon 75013 Paris Catherine Halberstadt: Born 09/10/1958 Nationality: French Address: 7 promenade Germaine Sablon 75013 Paris Director First appointed: co-opted by the Board of Directors meeting of 25/08/2009 and ratified at the AGM of 27/05/2010 Term expires: 2023 AGM (a) Member – Audit Committee First appointed: Board of Directors meeting of 21/12/2017 Member – Risk Committee and US Risk Committee First appointed: Board of Directors meeting of 21/12/2017 Member – Strategic Committee First appointed: Board of Directors meeting of 21/12/2017 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Audit Committee 83% Risk Committee and US Risk Committee 58% Strategic Committee 100% Catherine Halberstadt holds a postgraduate degree in Accounting and another in Business, Administration and Finance from the École Supérieure de Commerce de Clermont-Ferrand. In 1982, she joined Banque Populaire du Massif Central, where she was successively appointed Head of Human Resources, Chief Financial Officer, Chief Operations Officer and, from 2000, Deputy Chief Executive Officer. Catherine Halberstadt became Chief Executive Officer of Natixis Factor in 2008. Catherine Halberstadt was Chief Executive Officer of Banque Populaire du Massif Central from September 1, 2010 to March 25, 2016. From January 1, 2016 to October 31, 2018, she served as the BPCE Management Board Member in charge of Human Resources, Internal Communications and the General Secretary’s Office of BPCE. Catherine Halberstadt was a member of the BPCE Management Board in charge of Human Resources from November 1, 2018 to March 25, 2021. Since March 25, 2021, she has been a member of the Senior Management Committee in charge of Financial Solutions and Expertises (SEF) activities. Other offices held in 2022: Within Groupe BPCE Member of the Senior Management Committee in charge of V Financial Solutions and Expertises (SEF) activities (since 25/03/2021) Chairwoman and member of the Supervisory Board of SOCFIM V (since 31/03/2021) Chairwoman and Director of the Board of Directors of: BPCE V Financement (since 26/03/2021), BPCE Lease (since 26/03/2021), BPCE Solutions Immobilières (since 31/03/2021), Pramex International (since 15/04/2021), BPCE Factor (since 22/04/2021), Compagnie Européenne de Garanties et Cautions (CEGC) (since 01/04/2021) Director of Oney Bank (from 14/04/2021 to 21/09/2022) V Permanent Representative of BPCE, Director of BPCE Solutions V Informatiques (since 01/01/2022) Outside Groupe BPCE Non-voting member of Bpifrance (since 18/12/2020) V Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Director of Crédit Foncier V (since 10/05/2012) (until 02/12/2020) O Director of Bpifrance Financement V (since 12/07/2013), Chairwoman of the Appointments Committee and the Compensation Committee, Chairwoman of the Audit Committee and member of the Risk Committee of Bpifrance Financement (since 24/09/2015)(1) (until 18/12/2020) O Member of the BPCE Management V Board in charge of Human Resources (since 01/01/2016) (until 25/03/2021) O 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a) Non-Group company. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 38 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Dominique Duband Chairman of the Steering & Supervisory Board of Caisse d’Epargne et de Prévoyance Grand Est Europe Born 10/03/1958 Nationality: French Address: 50 rue de Laxou 54000 Nancy Director First appointed: co-opted by the Board of Directors meeting of 06/02/2020 and ratified at the AGM of 20/05/2020 Term expires: 2026 AGM (a) Member – Strategic Committee First appointed: Board of Directors meeting of 06/02/2020 Member – ESR Committee First appointed: Board of Directors meeting of 17/12/2020 with effect as of 01/01/2021 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 89% ESR Committee 100% Strategic Committee 100% A graduate of the École Nationale des Travaux Publics de l’État and holder of a postgraduate degree in Corporate Administration, Dominique Duband began his career as an engineer in the departmental infrastructure directorate, then at the general council of the Meurthe-et-Moselle department, before joining Solorem, a semi-public urban planning corporation, in 1989. In 1991, he joined the Batigère Groupe as a new building operations Manager. After five years in charge of rental management, he became Director of Batigère Nancy in 1997. In 2001, he was appointed member of the Management Board, then Chairman of the Management Board of Batigère from 2002 until 2014. From June 2014 to June 2018, he was Chairman of the Supervisory Board of Batigère. In 2016, he was appointed Director of the Société Locale d’Épargne Meurthe-et-Moselle. From 2018 to the end of October 2021, he was a member of the Supervisory Board of Banque BCP Luxembourg. Dominique Duband has been Chairman of the Steering & Supervisory Board of Caisse d’Epargne et de Prévoyance Grand Est Europe since May 28, 2018. Other offices held in 2022: Within Groupe BPCE Chairman of the Steering & Supervisory Board, member of the Risk V Committee, Chairman of the Compensation Committee and member of the Appointments Committee of Caisse d’Epargne et de Prévoyance Grand Est Europe CEGEE (since 28/05/2018) Director of Société Locale d’Épargne Meurthe-et-Moselle V (since 15/02/2016) and Chairman (since January 2021) Outside Groupe BPCE Director of: Présence Habitat (from 18/06/2009 to 30/06/2022), V Batigère Groupe (since 20/07/2017), Livie (since 27/06/2018), AMLI (non-profit) (since 18/06/2008), Fédération Nationale des S.A. et Fondations d’HLM (from 16/06/2016 to 23/06/2022), Avec Batigère (non-profit) (since 29/06/2017), Fondation d’Entreprise Batigère (since 22/05/2017), Coallia Habitat (from 26/06/2019 to 30/06/2022), Coallia (non-profit) (since 26/06/2019), Batigère Habitats Solidaires (Présence Habitat and Coallia Habitat merger) (since 30/06/2022) Chairman of the Board of Directors of Interpart (since 28/06/2018) V
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 39 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chairman of the Supervisory Board V of Batigère (1) (from 29/06/2014 to 18/06/2018) Permanent Representative V of Interpart (1) , Director of: Soval (1) (from 18/06/2015 to 19/06/2018) Permanent Representative of Batigère V Île-de-France (1) , Director of: Novigère (1) (from 30/06/2014 to 20/06/2018) Member of the Steering & Supervisory V Board of Caisse d’Epargne of Lorraine Champagne Ardenne CELCA (from 2016 to 2018) Director of Érigère (1) V (since 29/06/2009) (until 14/06/2019) O Director of Batigère Rhône-Alpes V (since 19/06/2008) (until 17/09/2020) O Director of GIE Batigère V Développement Grand Paris (1) (since 27/06/2017) (until 15/05/2019) O Member of the Supervisory Board V of Batigère (1) (since 29/06/2017) (until 25/03/2019) O Permanent Representative of Batigère V Groupe, member of the Supervisory Board of: Batigère en Île-de-France (since 26/06/2018) (until 31/10/2019) O Member of the Supervisory Board V of: Banque BCP Luxembourg (since 03/07/2018) (until October 2021) O 2026 AGM called to approve the financial statements for the fiscal year ending 31/12/2025. (a) Non-Group company. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 40 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Sylvie Garcelon Chief Executive Officer of Banque Populaire Aquitaine Centre Atlantique Born 14/04/1965 Nationality: French Address: 10 Quai des Queyries 33072 Bordeaux Cedex Director First appointed: co-opted by the Board of Directors meeting of 10/02/2016 and ratified at the AGM of 24/05/2016 Term expires: 2024 AGM (a) Member – Audit Committee First appointed: Board of Directors meeting of 10/02/2016 Member – Strategic Committee First appointed: Board of Directors meeting of 10/02/2016 Member – ESR Committee First appointed: Board of Directors meeting of 17/12/2020 with effect as of 01/01/2021 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 89% Audit Committee 100% ESR Committee 100% Strategic Committee 100% A graduate of SKEMA BUSINESS SCHOOL, Sylvie Garcelon joined the Banques Populaires group in 1987 in the General Inspection Department. In 1994, she became General Secretary at SBE before joining the Finance Department of BRED in 2000. In 2003, she joined Natexis where she held positions first in Third-Party Asset Management, then in the Information Systems and Logistics Department. In 2006, she was appointed Chief Executive Officer of M.A. Bank, then Chairwoman of the Management Board in 2010. In April 2013, she joined CASDEN as Deputy Chief Executive Officer before being appointed Chief Executive Officer in May 2015. Since April 1, 2021, Sylvie Garcelon has been Chief Executive Officer of Banque Populaire Aquitaine Centre Atlantique. Other offices held in 2022: Within Groupe BPCE Chief Executive Officer of Banque Populaire Aquitaine Centre V Atlantique (since 01/04/2021) Chairwoman of Ouest Croissance SCR (since 24/06/2021) V Director of Fondation d’Entreprise Banque Populaire V (from 14/06/2016 to 24/11/2022), I-BP (since 01/04/2021) Permanent Representative of BPACA, Chairwoman of: BP Immo V Nouvelle Aquitaine (since 01/04/2021), Ouest Croissance (since 24/06/2021) Permanent Representative of BPACA, Director of SOCAMA V Aquitaine Centre Atlantique (since 19/05/2021), Albian-IT (since 01/04/2021), Ouest Croissance Gestion (since 12/05/2021), GIE BPCE IT (since 07/05/2021), Informatique Banques Populaires (since 01/01/2022), BPCE Solutions Informatiques (since 01/01/2022), Foncière Aquitaine Poitou Charente (from 01/06/2021 to 31/12/2022), BRG Sud-Ouest Investissement (from 01/04/2021 to 31/12/2022), Rebondir Nouvelle Aquitaine (from 01/04/2021 to 31/12/2022) Permanent Representative of Ouest Croissance, Director of BP V Développement (since 24/06/2021) Treasurer of the Fédération Nationale des Banques Populaires V (since 04/04/2017) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chief Executive Officer of CASDEN V Banque Populaire (since 27/05/2015) (until 31/03/2021) O Director of Banque Palatine, member V of the Audit Committee and the Risk Committee (since 05/10/2016) (until 26/05/2020) O Non-voting member of BPCE V (since 20/12/2018) (until 27/05/2021) O Director of CNRS V (since 24/11/2017) (until 22/11/2021) O 2024 AGM called to approve the financial statements for the fiscal year ending 31/12/2023. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 41 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Dominique Garnier Chief Executive Officer of Banque Populaire Alsace Lorraine Champagne Born 20/06/1961 Nationality: French Address: 3 rue François de Curel 57000 Metz Director First appointed: co-opted by the Board of Directors meeting of 28/05/2021 with effect as of 29/05/2021 Term expires: 2024 AGM (a) Member – Strategic Committee First appointed: Board of Directors meeting of 28/05/2021 with effect as of 29/05/2021 Member – Compensation Committee First appointed: Board of Directors meeting of 28/05/2021 with effect as of 29/05/2021 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 89% Compensation Committee 100% Strategic Committee 100% A graduate of ESSCA, the Banques Populaires Cycle of Higher Studies and the Banques Populaires Center for Further Management Training, Dominique Garnier began his career at Banque Populaire Anjou Vendée before joining Banque Fédérale des Banques Populaires in the General Inspection Department from 1992 to 1994. In 1995, he was appointed Director of Development at Banque Populaire Anjou Vendée and then Deputy Chief Executive Officer – Chief Operating Officer of Banque Populaire Atlantique in 2002. From 2008 to 2010, he was successively Deputy Director of Strategy at Banque Fédérale des Banques Populaires, Director of Commercial Coordination at BPCE, then Chief Executive Officer of Banque Populaire Sud Ouest. He was appointed Chief Executive Officer of Banque Populaire Aquitaine Centre Atlantique in November 2011. He joined BPCE in 2018 as Chief Executive Officer of the Financial Solutions and Expertises division (SEF) before being appointed Chief Executive Officer of Banque Populaire Alsace Lorraine Champagne on May 20, 2021. Other offices held in 2022: Within Groupe BPCE Chief Executive Officer of Banque Populaire Alsace Lorraine V Champagne (BPALC) (since 20/05/2021) Director of Fédération Nationale des Banques Populaires V (since 11/06/2021), CARBP (BP Group Autonomous Pension Fund) (since 20/05/2021), RSBP (BP Supplementary Pension) (since 20/05/2021) Member of the Supervisory Board of BCP bank (since 04/02/2022) V and Chairman of the Supervisory Board (since 28/03/2022) Permanent Representative of BPALC, Director of: Informatique V Banques Populaire (iBP) (since 20/05/2021) Permanent Representative of BPALC, Director of: BPCE V INFOGÉRANCE ET TECHNOLOGIES (since 30/03/2022) Permanent Representative of BPALC, Director of: BPCE V SOLUTIONS INFORMATIQUES (since 18/03/2022) Outside Groupe BPCE Permanent Representative of BPALC, Director of: Batigère V Groupe SAS (since 25/05/2021) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chief Executive Officer of Banque V Populaire Aquitaine Centre Atlantique (from November 2011 to November 2018) Chief Executive Officer, member of the V BPCE Senior Management Committee in charge of managing the integration of the factoring, surety and guarantee, leasing, consumer financing and securities activities business lines (since December 2018) (until March 2019) O Chief Executive Officer, member of the V BPCE Executive Management Committee in charge of the SEF division (since April 2019) (until May 2021) O Director of Compagnie Financement V Foncier (SCF) (from 16/05/2018 to 30/11/2018) Vice-Chairman of the Board of Directors V of Fondation d’entreprise Banque Populaire (from 14/06/2016 to 30/11/2018) Director of Crédit Foncier V (from 15/10/2009 to 30/11/2018) Director of IAE Bordeaux V (from 18/11/2014 to 30/11/2018) Director of Natixis Coficiné V (from 29/04/2015 to 30/11/2018)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 42 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Offices held in previous fiscal years 2018 2019 2020 2021 BPCE non-voting member V (from 09/05/2017 to 30/11/2018) Ex-officio member of Crédit Maritime V du Littoral du Sud Ouest (from 01/09/2010 to 04/06/2018) Permanent Representative of BPACA, V Director of Albian IT (from November 2011 to 30/11/2018) Permanent Representative of BPACA, V Director of the Association des BP pour la creation d’entreprise (from 10/11/2011 to 30/11/2018) Permanent Representative of BPACA, V Director of GIE BPCE IT (from 17/07/2015 to 30/11/2018) Permanent Representative of BPACA, V Director of Informatique Banques Populaires (from 28/06/2012 to 30/11/2018) Permanent Representative of BPACA, V Director of Ouest Croissance (from November 2011 to 30/11/2018) Permanent Representative of BPACA, V Director of Socama Aquitaine Centre Atlantique (from 08/11/2011 to 30/11/2018) Permanent Representative of BPACA, V Director of Socami du Sud Ouest (from 08/11/2011 to 30/11/2018) Permanent Representative of BPACA, V Chairman of the Supervisory Board of Ouest Croissance Gestion (from 22/04/2017 to 30/11/2018) Chief Executive Officer, member of the V BPCE Senior Management Committee in charge of the SEF division (“Financial Solutions and Expertises”) (since April 2019) (until May 2021) O Chairman of the Board of Directors V of BPCE Factor (since April 2019) (until 22/04/2021) O Chairman of the Board of Directors V of BPCE Financement (since 2019) (until 15/04/2021) O Chairman of the Board of Directors V of BPCE Lease (since April 2019) (until 26/03/2021) O Chairman of the Board of Directors V of Pramex International (since June 2019) (until 15/04/2021) O Chairman of the Board of Directors V of BPCE Solutions Immobilières (since March 2019) (until March 2021) O Chairman of the Board of Directors V of CEGC (since April 2019) (until 01/04/2021) O Chairman of the Board of Directors V of Oney Bank (since October 2019) (until 14/04/2021) O Chairman of the Supervisory Board V of Société Centrale pour le Financement de l’Immobilier (SOCFIM) (since February 2019) (until March 2021) O 2024 AGM called to approve the financial statements for the fiscal year ending 31/12/2023. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 43 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Philippe Hourdain Chairman of the Board of Directors of Banque Populaire du Nord Born 19/06/1956 Nationality: French Address: 847 avenue de la République 59700 Marcq-en-Baroeul Director First appointed: Board of Directors meeting of 23/06/2020 Term expires: 2026 AGM (a) Member – Appointments Committee First appointed: Board of Directors meeting of 23/06/2020 Member – Strategic Committee First appointed: Board of Directors meeting of 23/06/2020 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Appointments Committee 100% Strategic Committee 100% Philippe Hourdain holds a postgraduate degree from the IAE in Lille. He began his career in 1979 as a salesman for France Rail Publicité and then as regional manager. In 1983, he became sales director of Épure (an advertising publishing agency) and in 1986 was appointed as a project manager at the French Ministry for Industry, seconded to the Secretary of State for Tourism. He was then appointed sales director of Techniphoto (industrial printing company) from 1988 to 1994. He then became Chairman of SAS Investissements et Action from 1994 to 2018. Philippe Hourdain was also the founding Chairman of HPC-ADLIS from 1994 to 2018. Within the BPCE Group, Philippe Hourdain has been Chairman of the Board of Directors of Banque Populaire du Nord since October 16, 2016. Other offices held in 2022: Within Groupe BPCE Chairman of the Board of Directors of Banque Populaire du Nord V (since 16/10/2016) Treasurer of the Conférence des présidents des Banques V Populaires (since 08/04/2022) Director of the Fédération Nationale des Banques Populaires V (since 16/10/2016) Outside Groupe BPCE Chairman of CCI Région Hauts de France (since 23/06/2016) V Chairman of Investissements et Actions (since 01/01/2023) V Director of SAS CCIWEBSTORE (from 26/09/2018 to 31/12/2022) V Director of Carrières du Boulonnais (since 25/06/2022) V Non-associate Managing Director of SCI Templemars 4 (from V 17/08/2018 to 31/12/2022) Managing Director of SCI Lille II (from 19/01/2005 to 31/12/2022) V Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chairman of the Norlink Ports V association (since 25/01/2017) (until December 2019) O Chairman of SAS Investissements V et Actions (1) (from 1994 to 2018) Founding Chairman of HCP-ADLIS (1) V (from 1994 to 2018) Director of the Groupement des V Acteurs Régionaux Portuaires (GARP) (1) (from 26/11/2019 to 31/12/2019) Chairman of the Ports of Lille V (since February 2010) (until April 2020) O Chairman of GIE CMDU V (since 20/04/2012) (until 30/09/2020) O Member of the Board of BPCE V Financement (since 27/11/2018) (until 25/11/2020) O 2026 AGM called to approve the financial statements for the fiscal year ending 31/12/2025. (a) Non-Group company. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 44 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Anne Lalou Director of the Web School Factory and Chairwoman of the Innovation Factory Born 06/12/1963 Nationality: French Address: 96 rue Didot 75014 Paris Independent Director First appointed: co-opted by the Board of Directors meeting of 18/02/2015 and ratified at the AGM of 19/05/2015 Term expires: 2026 AGM (a) Chairwoman – Strategic Committee First appointed: Board of Directors meeting of 18/02/2015 Member – Compensation Committee First appointed: Board of Directors meeting of 18/02/2015 Member – Appointments Committee First appointed: Board of Directors meeting of 18/02/2015 Chairwoman – ESR Committee First appointed: Board of Directors meeting of 17/12/2020 with effect as of 01/01/2021 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 89% Appointments Committee 80% Compensation Committee 100% ESR Committee 100% Strategic Committee 100% A graduate of the ESSEC Business School, Anne Lalou began her career as a Manager and then Assistant Director in the M&A Department at Lazard in London then Paris. She was then made Head of Outlook and Development at Havas in Paris. She was Chairwoman and Chief Executive Officer of Havas Édition Électronique before joining Rothschild & Cie as Managing Director. Anne Lalou joined Nexity in 2002 where she served as General Secretary and Director of Development, before her appointment as Chief Executive Officer of Nexity-Franchises in 2006, then as Deputy Chief Executive Officer of the Distribution division until 2011. Anne Lalou has been Director of the Web School Factory since 2012, and Chairwoman of the Innovation Factory since 2016. Other offices held in 2022: Director of the Web School Factory (since April 2012) V Chairwoman of the Innovation Factory (since 2016) V Member of the Supervisory Board (from 07/05/2010 to May 2022), V Chairwoman of the ESR Committee (since 2014), member of the Finance Committee (since 2012) and member of the Digital Committee of Eurazeo (since 2021)(1) Director (since 18/03/2014), member (since 22/06/2017) and V Chairwoman of the Compensation and Appointments Committee (since October 2020) of Korian (1) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chairwoman of the Ethics, Quality V and ESR Committee of Korian (since 22/06/2017) (end in October 2020) O 2026 AGM called to approve the financial statements for the fiscal year ending 31/12/2025. (a) Listed company. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 45 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Catherine Leblanc Chairwoman of the Board of Directors of Banque Populaire Grand Ouest Born 11/02/1955 Nationality: French Address: 15 boulevard de la Boutière 35768 Saint-Grégoire cedex Director First appointed: co-opted by the Board of Directors meeting of 23/06/2020 Term expires: 2025 AGM (a) Member – Compensation Committee First appointed: Board of Directors meeting of 23/06/2020 Member – Strategic Committee First appointed: Board of Directors meeting of 23/06/2020 KEY ADVISORY SKILLS See the mapping of expertise V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Compensation Committee 100% Strategic Committee 0 (1) % A graduate of Université Paris XI and holder of a PhD in law, Catherine Leblanc began her career in 1980 as legal counsel at the Fédération Nationale de la Mutualité Française, then as senior advisor for the Centre National sur les Droits de la Femme in 1982. In 1983, she joined the Research Department of the Paris Chamber of Commerce and Industry. She held various positions including Head of the Legal Department, Director of Finance and Human Resources (from 1990 to 1999) and Director of Development (from 1999 to 2000). At the same time she taught European Business Law and International HR Management at ESCP. In 2001, she joined the ESSCA School of Management as Academic and Research Director. She was then the Chief Executive Officer from 2007 to December 2018. Within Groupe BPCE, Catherine Leblanc has been Chairwoman of the Board of Directors of Banque Populaire Grand Ouest since May 21, 2019. Other offices held in 2022 Within Groupe BPCE Chairwoman of the Board of Directors of Banque Populaire Grand V Ouest (since 21/05/2019) Outside Groupe BPCE Director of the Association Saint Yves Université Catholique V de l’Ouest (since 15/06/2019) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Managing Director of SCI Boudou V Bleu (b) (since 2002) (until 2019) O Member of the International Advisory V Board of the Antwerp Management School (1) (since January 2016) (until December 2019) O Member of the International Advisory V Board of Deakin University (b) (since March 2016) (until December 2019) O Vice-Chairwoman of Banque V Populaire Grand Ouest (since 07/12/2017) (until 21/05/2019) O Director of BPCE Factor V (since 02/12/2016) (until 03/12/2020) O 2025 AGM called to approve the financial statements for the fiscal year ending 31/12/2024. (a) Non-Group company. (b) It should be noted that the Strategic Committee meeting took place in 2022 as part of a single session, which Catherine Leblanc was unable to attend, due to schedule (1) constraints.
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 46 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Catherine Pariset Member of the Board of Directors of PSA Finance, Generali Vie and Generali IA Born 22/08/1953 Nationality: French Address: 19 rue Ginoux 75015 Paris Independent director First appointed: co-opted by the Board of Directors meeting of 14/12/2016, and ratified at the AGM of 23/05/2017 Term expires: 2023 AGM (a) Chairwoman – Audit Committee First appointed: Board of Directors meeting of 14/12/2016 Member – Risk Committee and US Risk Committee First appointed: Board of Directors meeting of 14/12/2016 Member – Strategic Committee First appointed: Board of Directors meeting of 14/12/2016 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Audit Committee 100% Risk Committee and US Risk Committee 100% Strategic Committee 100% With a master’s degree in Management from the University of Paris IX Dauphine, Catherine Pariset spent thirty-five years in audit and consulting, and was a partner at PricewaterhouseCoopers (PwC) from 1990 to 2015. Catherine Pariset was the partner in charge of the global audit of AXA, Sanofi, Crédit Agricole, Caisse des Dépôts, Compagnie des Alpes and Generali France. She also served as a member of the PwC Board for seven years, and was partner overseeing the Insurance and Banking sectors. Other offices held in 2022: Director, Chairwoman of the Appointments and Compensation V Committee, member of the Audit Committee and of the Risk Committee of Banque PSA Finance (since 22/02/2019) Director and member of the Special Committees of Generali Vie V and Generali lA (since 11/03/2020) and Generali Retraite (since 16/11/2022) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 47 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Christophe Pinault Chairman of the Management Board of Caisse d’Epargne et de Prévoyance Bretagne Pays de Loire Born 26/11/1961 Nationality: French Address: 15, avenue de la Jeunesse 44703 Orvault Cedex Director First appointed: co-opted by the Board of Directors meeting of 20/12/2018 and ratified at the AGM of 28/05/2019 Term expires: 2025 AGM (a) Member – Risk Committee and US Risk Committee First appointed: Board of Directors meeting of 20/12/2018 Member – Compensation Committee First appointed: Board of Directors meeting of 20/12/2018 Member – Strategic Committee First appointed: Board of Directors meeting of 20/12/2018 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 67% Risk Committee and US Risk Committee 67% Compensation Committee 75% Strategic Committee 100% A graduate of ISC Paris Business School, ITB (Institut Technique Bancaire) and ICG IFG (Institut Français de Gestion), Christophe Pinault began his career in 1984 at Banque Populaire Anjou-Vendée before moving to Crédit Agricole de la Mayenne and Crédit Mutuel Anjou. In 2002, he joined Caisse d’Epargne des Pays de la Loire as Head of the Network, then member of the Management Board in charge of Development. He then joined Crédit Foncier in 2007 as Deputy Chief Executive Officer in charge of Development. In 2013, he was appointed Chairman of the Management Board of Caisse d’Epargne Côte d’Azur. He has been Chairman of the Management Board of Caisse d’Epargne et de Prévoyance Bretagne Pays de Loire since April 24, 2018, reappointed on February 25, 2022 for a term of 5 years. Other offices held in 2022: Within Groupe BPCE Chairman of the Management Board of Caisse d’Epargne V Bretagne Pays de Loire CEBPL (since 24/04/2018 – Reappointed on 25/02/2022) Chairman of the Supervisory Board of: Batiroc Bretagne-Pays de V Loire (since 04/05/2018), Sodero Gestion SAS (since 04/05/2018) Chairman of the Board of Directors of Sodero Participations SAS V (since 04/05/2018), Fonds de Dotation Caisse d’Epargne Bretagne Pays de Loire (since 06/07/2020) Permanent Representative of CEBPL, Director of GIE IT-CE V (since 14/05/2018) and of Groupe Habitat en Région (since 22/04/2021) Director of FNCE (since 27/04/2018) V Director of Turbo (since 18/07/2019) and Chairman of the Board V of Directors (since 10/05/2022) Member of the Board and Treasurer of the Belem Foundation V (since 02/07/2015) Outside Groupe BPCE Chairman of comité régional des banques FBF Pays de la Loire V (since 02/06/2022)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 48 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chairman of the Management Board V of Caisse d’Epargne et de Prévoyance Côte d’Azur CECAZ (from 01/07/2013 to 26/04/2018) Permanent Representative of CECAZ, V Director of ERILIA (from 03/06/2016 to 26/04/2018) Member of the Board of GIE Caisse V d’Epargne Syndication Risque (from 22/05/2014 to 26/04/2018) Director of BPCE Assurances V (since 12/06/2007) and member of the Audit and Risk Committee (since 05/12/2017) (until 02/07/2020) O Director of Natixis Investment V Managers (since 21/05/2013) and member of the Audit and Accounts Committee (since 12/12/2017) then Chairman of the Audit and Accounts Committee (since 11/09/2018) (until 09/12/2020) O Member of the Board of IXION V (from 29/03/2018 to 12/11/2018) Permanent Representative of CEBPL, V non-voting member of ERILIA (from 14/05/2018 to 12/11/2018) Chairman of the Supervisory Board V of CE Développement SAS (since 13/12/2016) (until 03/12/2020) O Member of the Supervisory Board V of Seventure Partners (since 25/07/2016) (until 16/12/2020) O Member of the Supervisory Board V of Alliance Entreprendre SAS (since 29/09/2016) (until 17/11/2020) O Member of the Supervisory Board V of Caisse d’Epargne Capital (since 08/11/2016), then Chairman (since 14/06/2017) (until 15/12/2020) O 2025 AGM called to approve the financial statements for the fiscal year ending 31/12/2024. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 49 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Laurent Roubin Chairman of the Management Board of Caisse d’Epargne Hauts de France Born 02/11/1969 Nationality: French Address: 135 Pont de Flandres 59777 Euralille Director First appointed: co-opted by the Board of Directors meeting of 22/09/2021 and ratified at the AGM of 22/03/2022 Term expires: 2024 AGM (a) Member – Risk Committee and US Risk Committee First appointed: Board of Directors meeting of 22/09/2021 Member – Appointments Committee First appointed: Board of Directors meeting of 22/09/2021 Member – Strategic Committee First appointed: Board of Directors meeting of 22/09/2021 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 89% Risk Committee and US Risk Committee 92% Appointments Committee 100% Strategic Committee 100% Laurent Roubin is a graduate of the École Centrale Paris and the University of Stanford (Executive Program). He holds a DESS from the University of Paris-Dauphine. He began his career in 1992 at the Compagnie Bancaire Group holding company, then in the Risk division of Cetelem Spain (BNP PARIBAS Group). In 1996, he joined PriceWaterhouseCoopers Management, and in 2020 the Banking and Financial Institutions Department. In 2002, he was appointed to the Management Board of the Caisse d’Epargne du Pas-de-Calais, in charge of finance and risks. In 2005, he joined Ixis Asset Management and became Head of Operations at Natixis Asset Management. He joined Caisse Nationale des Caisses d’Epargne in 2008 to become Head of Business Development for the Caisses d’Epargne at BPCE. In 2011, he was appointed Chairman of the Management Board of Caisse d’Epargne de Picardie. In 2016, he became a member of the Groupe BPCE Management Board, Chief Executive Officer in charge of Retail Banking and Insurance. Since 2018, Laurent Roubin has been Chairman of the Management Board of Caisse d’Epargne Hauts de France. Other offices held in 2022: Within Groupe BPCE Chairman of the Management Board of Caisse d’Epargne Hauts V de France (since 19/10/2018) Chairman of the Board of Directors of SIA Habitat V (since 12/11/2018) and Chairman of the Compensation Committee (since 12/12/2018) Vice-Chairman and member of the Board of Directors of FNCE V (since 05/05/2021) Member of the Supervisory Board of Société Immobilière Grand V Hainaut (SIGH) (since 12/11/2018), then Chairman of the Supervisory Board (since 14/06/2019) and Chairman of the Compensation Committee (since 14/06/2019) Permanent Representative of CEHDF, member of the Board V of Directors of SAS Groupe Habitat en Région (since 22/04/2021) and member of the Compensation Committee (since 27/07/2021) Permanent Representative of CEHDF, member of the Board V of Directors of IT-CE (since 01/01/2022) Permanent Representative of CEHDF, member of the Board V of Directors of Groupe IRD (since 01/01/2022) Permanent Representative of CEHDF, Managing Director of SNC V Écureuil 5 rue Masseran (since 05/05/2021) Outside Groupe BPCE Permanent Representative of CEHDF, member of the Supervisory V Board of Euratechnologies (from 29/01/2019 to 30/06/2022) Permanent Representative of CEHDF, Treasurer of the Fondation V des Possibles Fondation d’Entreprise (from 12/11/2018 to 06/03/2022)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 50 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Member of the BPCE Management V Board (from 17/05/2016 to 01/11/2018) Chairman of the Board of Directors V of Banque Palatine (from 24/05/2016 to 19/11/2018) Director of Crédit Foncier V (from 26/07/2016 to 01/11/2018) Permanent Representative of BPCE, V non-voting member of Erilia (from 2016 to 31/10/2018) Member of the Supervisory Board V of Fidor Bank (since 23/03/2017) (until 22/07/2019) O Permanent Representative of BPCE, V Director of: Natixis Investment Managers (from 11/06/2018 to 01/11/2018) Chairman of the Comité Régional FBF V des Hauts-de-France (since 12/11/2018) (until 30/06/2021) O Chairman of the Board of Directors V of BPCE International et Outre-Mer (since 25/05/2016) (until 16/12/2021) O Director of Fondation d’Entreprise V Caisse d’Epargne Hauts de France (since 12/11/2018) (until 17/05/2021) O Director of Oney Bank V (since 22/10/2019) (until 20/10/2021) O Permanent Representative of CEHDF, V Director of: BPCE IT (since 12/11/2018) (until 25/06/2021) O 2024 AGM called to approve the financial statements for the fiscal year ending 31/12/2023. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 51 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Diane de Saint Victor Member of the Board of Directors of C&A, Imperial Brands and Transocean Born 20/02/1955 Nationality: French Address: Baarerstrasse 63 6300 Zug Switzerland Independent director First appointed: co-opted by the Board of Directors meeting of 04/04/2019 and ratified at the AGM of 28/05/2019 Term expires: 2025 AGM (a) Chairwoman – Appointments Committee First appointed: Board of Directors meeting of 04/04/2019 Member – Compensation Committee First appointed: Board of Directors meeting of 04/04/2019 Member – Strategic Committee First appointed: Board of Directors meeting of 04/04/2019 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Appointments Committee 100% Compensation Committee 100% Strategic Committee 100% A lawyer by training with an advanced degree in corporate law and another in international law, Diane de Saint Victor started her career as a lawyer in 1977 before joining Thales in 1987 as a legal counsel. From 1988 to 1993, she was a legal counsel at General Electric in the Healthcare division, and then in internationally division in France and the United States. In 1993, she joined Honeywell where, for 10 years, she served as General Counsel for Europe, then International and Vice-Chairwoman for Public Affairs Europe in departments in both France and Belgium. From 2004 to 2006, she was Senior Vice-Chairwoman and General Counsel of EADS (Airbus) in France. From 2007 until the end of March 2020, she was General Counsel & Company Secretary of ABB. From April 2020 until the end of November 2020, she was Company Secretary of ABB. She became a member of the Board of Directors of Transocean (since May 2020), C&A (since October 2021) and Imperial Brands (since November 2021). Other offices held in 2022: Member of the Board of Directors, member of the Audit V Committee and of the Health, Safety, Environmental & Sustainability Committee (since 07/05/2020) at Transocean (1) Member of the Board of Directors of C&A (since 14/10/2021), V member of the Compensation Committee (since 14/10/2021) and member of the Audit Committee (since 19/10/2022) Member of the Board of Directors of Imperial Brands V (since 15/11/2021) and member of the Compensation Committee and the People & Governance Committee (since 15/11/2021) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 ABB General Counsel & Company V Secretary (since 2007) then Company Secretary of ABB (until 31/03/2020) O (until November 2020) O Company Secretary and member V of the Executive Committee of ABB Ltd (1) (since 2007) (until 11/12/2019) O Vice Chair of the Board of Directors V of ABB Asea Brown Boveri Ltd (since 2007) (until 31/12/2019) O Member of the Board of Directors V of the US Chamber of Commerce in France (since 2017) (until 31/12/2019) O Member of the Board of Directors, V member of the Audit Committee, the Stakeholders’ Relations Committee and the Corporate social responsibility Committee of ABB India Ltd (1) (since 13/11/2019) (until 31/07/2020) O Member of the Board of Directors, V Chairwoman of the Compensation Committee and member of the Audit Committee of Altran Technologies (since 15/05/2019) (until 21/04/2020) O 2025 AGM called to approve the financial statements for the fiscal year ending 31/12/2024. It is specified that Diane de Saint Victor resigned from her (a) directorship with effect from the end of the Board of Directors’ meeting of February 8, 2023. Listed company. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 52 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Valérie Savani (since December 15, 2022) Chairwoman of the Steering & Supervisory Board of Caisse d’Epargne Loire-Centre Born 06/05/1969 Nationality: French Business address: 12, rue de Maison-Rouge 45146 Saint-Jean-de-la-Ruelle Director First appointed: co-opted by the Board of Directors meeting of 15/12/2022 Term expires: 2023 AGM (a) Member – Appointments Committee First appointed: Board of Directors meeting of 15/12/2022 Member – Audit Committee First appointed: Board of Directors meeting of 15/12/2022 Member – Strategic Committee First appointed: Board of Directors meeting of 15/12/2022 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors N/A Appointments Committee N/A Audit Committee N/A Strategic Committee N/A A graduate of the University of Paris II Panthéon – Assas and holder of a CAPES in Economic and Social Sciences, Valérie Savani began her career in 1995 as a Professor of Economic and Social Sciences. In 2000, she became an assessor at the Juvenile Court of Bourges, a position she still holds today. At the same time, she was appointed municipal councilor of the city of Saint Doulchard from 2001 to 2007. She then became a partner in a first real estate SCI in 2014, then a second real estate SCI in 2018. In 2015, Valérie SAVANI joined Groupe BPCE. In January 2015, she became Vice-Chairwoman of Société Locale d’Epargne Bourges et Boischaut, a company affiliated with Caisse d’Epargne Loire-Centre. In April 2015, she was appointed member of the Steering & Supervisory Board of Caisse d’Epargne Loire-Centre. Since April 21, 2021, Valérie Savani has been Chairwoman. Other offices held in 2022: Within Groupe BPCE Member (since 16/04/2015), then Chairwoman (since 21/04/2021) V of the Steering & Supervisory Board of Caisse d’Epargne Loire-Centre, Chairwoman of the Appointment Committee and member of the Compensation Committee (since 21/04/2021), member of the Audit Committee and the Risk Committee (since 30/06/2015) Vice-Chairwoman of the Board of Directors of SLE Bourges V et Boischaut (since 01/01/2015) Member of the Board of Directors of: FNCE (since 21/04/2021), V CE Holding Participations (since 19/05/2021), Fondation d’entreprise Caisse d’Epargne Loire-Centre (since 25/06/2021), BPCE Payments (since 01/03/2022) Outside Groupe BPCE Professor of economic and social sciences at the Education V Nationale (since 1995) Assessor at the Juvenile Court of Bourges (since January 2000) V Co-Managing Director of SCI Kerbeler (since 2022) V Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 53 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Laurent Seyer Chairman of Ellesse Born 16/02/1965 Nationality: French Address: 38 quater rue de Tourville 78100 Saint-Germain-en-Laye Independent director First appointed: co-opted by the Board of Directors meeting of 13/12/2021 Term expires: 2026 AGM (a) Chairman – Risk Committee and US Risk Committee First appointed: Board of Directors meeting of 13/12/2021 Member – Audit Committee First appointed: Board of Directors meeting of 13/12/2021 Member – ESR Committee First appointed: Board of Directors meeting of 13/12/2021 Member – Strategic Committee First appointed: Board of Directors meeting of 13/12/2021 KEY ADVISORY SKILLS Refer to the skills mapping V in section [2.2.1.1. C] Attendance rate on governance bodies in 2022 Board of Directors 100% Audit Committee 100% Risk Committee and US Risk Committee 100% ESR Committee 100% Strategic Committee 100% Laurent Seyer spent 24 years at Société Générale where he held various management positions in the General Inspection, mergers & acquisitions and equity derivatives. He was Chief Executive Officer of Lyxor Asset Management from 2006 to 2012. He then joined AXA Investment Managers LLC in Paris as a member of the Management Board, first as Global Head of Multi Asset Client Solutions and subsequently Global Head of Client Group. In 2014, he joined MSCI Inc. in London as Global Head of Client Coverage before becoming Chief Client Officer and Chief Operating Officer until 2020. Other offices held in 2022: Chairman of Ellesse SAS (since 27/11/2020) V Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 2026 AGM called to approve the financial statements for the fiscal year ending 31/12/2025. (a)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 54 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Nicolas de Tavernost Chairman of the Groupe M6 Management Board Born 22/08/1950 Nationality: French Address: 89, Avenue Charles de Gaulle 92575 Neuilly sur Seine Cedex Independent director First appointed: AGM of 31/07/2013 Term expires: 2025 AGM (a) Chairman – Compensation Committee First appointed: Board of Directors meeting of 06/08/2013 Member – Appointments Committee First appointed: Board of Directors meeting of 17/12/2014 Member – Strategic Committee First appointed: Board of Directors meeting of 06/08/2013 KEY ADVISORY SKILLS Refer to the skills mapping V in section 2.2.1.1. C Attendance rate on governance bodies in 2022 Board of Directors 100% Appointments Committee 80% Compensation Committee 100% Strategic Committee 0 (1) % A graduate of Sciences Po Bordeaux and holding a post-graduate degree (DES) in public law, Nicolas de Tavernost began his career in 1975 with the cabinet of Norbert Ségard, Secretary of State for Foreign Trade, then moved to the French Post and Telecommunications Services. In 1986, he took over as Head of Audiovisual Operations at Lyonnaise des Eaux, during which time he oversaw the plans to create M6. In 1987, he was appointed Deputy Chief Executive Officer of Métropole Télévision M6, where he has served as Chairman of the Management Board since 2000. Other offices held in 2022: Within RTL Group Chairman of the Management Board (b) of Groupe M6 V (since May 2000) Chairman and member of the Board of Société Nouvelle V de Distribution (since June 2019) Member of the Board of Groupe M6 Fondation d’Entreprise V (since 2018) Permanent Representative of M6 Publicité, Director of: M6 V Diffusion S.A. (since 2013), M6 Editions S.A., M6 Événements S.A. (since 15/03/2012) Permanent Representative of Métropole Télévision, Director of: V Extension TV SAS, C. Productions S.A. (since 21/10/2012), Société d’Exploitation Radio Chic – SERC S.A. (since 02/10/2017), Société de Développement de Radio diffusion – SODERA S.A. (since 02/10/2017) Permanent Representative of Métropole Télévision, Chairman V of: M6 Publicité S.A. (since 2001), Immobilière M6 SAS (since 2001), M6 Interactions SAS (since 2001), M6 Foot SAS (since 2001), M6 Distribution Digitale SAS (since 2019) Permanent Representative of C. Productions S.A., member of V the Board of M6 Films S.A. (since 01/01/2015) Permanent Representative of Métropole Télévision, Managing V Director of SCI 107 avenue Charles-de-Gaulle (since 2001) Representative of RTL Group, member of the Supervisory Board V and Vice-Chairman of the Compensation Committee of Atresmedia 1 (since 29/10/2003) Outside RTL Group Director of GL Events S.A. (since May 2008) V Volunteer Director of the RAISE endowment fund (from V 22/11/2013 to 19/07/2022) Chairman of the Association des Chaînes Privées V (since December 2020) It should be noted that the Strategic Committee meeting took place in 2022 as part of a single session, which Nicolas de Tavernost was unable to attend, due to schedule (1) constraints.
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 55 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Member of the Association Football V Club des Girondins de Bordeaux (from 2001 to 06/11/2018) Permanent Representative of V Métropole Télévision, Director of: SASP Football Club des Girondins de Bordeaux (from 2012 to 06/11/2018) Permanent Representative of V Métropole Télévision, Director of: Société Nouvelle de Distribution S.A. (since June 2011) (until 27/06/2019) O Permanent Representative of V Métropole Télévision, Chairman of: M6 Digital Services (since June 2011) (until 01/02/2019) O Permanent Representative V of Métropole Télévision, Chairman of: SNC Catalogue MC SAS (since 22/07/2016) (until 20/06/2019) O Member (since 18/12/2002), V then Chairman of the Supervisory Board (since 02/10/2017) of Ediradio S.A. (RTL/RTL2/FUN RADIO) (until 30/04/2018) Member of the Board of Directors V of RTL France Radio (from 02/10/2017 to 28/06/2018) Permanent Representative V of Métropole Télévision, Director of: IP France S.A. (from 02/10/2017 to 31/05/2018) Permanent Representative V of Métropole Télévision, Director of: IP Régions S.A. (from 02/10/2017 to 31/05/2018) Permanent Representative V of Métropole Télévision, Chairman of: SNC Audiovisuel FF SAS (since 20/07/2017) (until 20/06/2019) O Permanent Representative V of Métropole Télévision, Chairman of: M6 Bordeaux SAS (since 2001) (until 31/12/2020) O Permanent Representative V of Métropole Télévision, Chairman of: M6 Hosting (since 09/07/2018) (until 01/02/2019) O Permanent Representative of M6 V Publicité, Director of: Home Shopping Service S.A. (since 2013) (until 01/10/2020) O Member of the Supervisory Board V of Salto Gestion (since 16/09/2019) (until 10/03/2021) O Permanent Representative V of Métropole Télévision, Director of: Médiamétrie (since 22/11/2017) (until 27/04/2021) O Volunteer member of the Board V of the Polygone SA endowment fund (since 02/03/2013) (until 31/12/2021) O Chairman of Sortir de prison intégrer V l’entreprise (SPILE), a non-profit under French law 1901, in his quality of Chairman of the Groupe M6 Management Board (since April 2013) (until 31/12/2021) O 2025 AGM called to approve the financial statements for the fiscal year ending 31/12/2024. (a) Listed company. (b)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 56 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Henri Proglio Chairman of Henri Proglio Consulting SAS Born 29/06/1949 Nationality: French Address: 9 avenue Mercier 75008 Paris Non-voting member First appointed: Board of Directors meeting of 04/04/2019 and ratified at the AGM of 28/05/2019 Term expires: 2023 AGM (a) Member – Compensation Committee First appointed (as a non-voting member): Board of Directors meeting of 04/04/2019 Member – Strategic Committee First appointed (as a non-voting member): Board of Directors meeting of 04/04/2019 KEY ADVISORY SKILLS A nationally and internationally V recognized industrialist Expertise in managing large V corporations Extensive knowledge of strategic V issues Attendance rate on governance bodies in 2022 Board of Directors 78% Compensation Committee 25% Strategic Committee 0 (1) % A graduate of HEC Paris, Henri Proglio began his career in 1972 at Générale des Eaux Group (now Veolia Environnement), where he held various positions in Senior Management. In 1990, he was appointed Chairman and Chief Executive Officer of CGEA, a subsidiary specializing in waste management and transport. In 2000, he chairs at Vivendi Environnement (Veolia Environnement), and become in 2003 Chairman and Chief Executive Officer. In 2005, he was also appointed Chairman of the School Council of his graduate school, HEC. From 2009 to November 22, 2014, Henri Proglio was Chairman and Chief Executive Officer of EDF. Since 2015, he has been Honorary Chairman of EDF. Other offices held in 2022: Chairman of Henri Proglio Consulting SAS (since 09/01/2015) V Honorary Chairman of EDF (b) (since 2015) V Director of: Dassault Aviation (b) (since 2008), ABR Management V Russia (from 2014 to July 2022), Akkuyu Nuclear JSC (Turkey) (since 2015), Atalian (since 01/09/2017), and FCC (since 27/02/2015) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a) Listed company. (b) It should be noted that the Strategic Committee meeting took place in 2022 as part of a single session, which Henri Proglio was unable to attend, due to schedule constraints. (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 57 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exiting director in 2022 Laurent Mignon (until December 2, 2022) Chairman of the BPCE Management Board Born 28/12/1963 Nationality: French Address: 50 avenue Pierre Mendès-France, 75201 Paris Cedex 13 Chairman of the Board of Directors First appointed: co-opted as a Director and appointed Chairman of the Board by the Board of Directors meeting of 01/06/2018 and ratified at the AGM of 28/05/2019 Term expires: 2023 AGM (a) Member – Strategic Committee First appointed: Board of Directors meeting of 01/06/2018 Attendance rate on governance bodies in 2022 Board of Directors 100% Strategic Committee 100% A graduate of the HEC business school and Stanford Executive Program, Laurent Mignon worked in several divisions of Banque Indosuez over more than 10 years, including positions on the trading floor and in investment banking. In 1996, he joined Banque Schroders in London, then AGF as Chief Financial Officer in 1997. He was appointed to the AGF Executive Committee in 1998, then became Deputy Chief Executive Officer in charge of Banque AGF, AGF Asset Management and AGF Immobilier in 2002. He became Chief Executive Officer in charge of the Life Insurance and Financial Services and Credit Insurance divisions in 2003, before his appointment as Chief Executive Officer and Chairman of the Executive Committee in 2006. From September 2007 to May 2009, he was Managing Director at Oddo et Cie, alongside Philippe Oddo. From May 2009 to May 2018, Laurent Mignon was Chief Executive Officer of Natixis. He has been a member of the BPCE Management Board since August 6, 2013. Laurent Mignon was Chairman of the Management Board of BPCE from June 1, 2018 to December 2, 2022. He has been Chairman of the Management Board of Wendel since December 3, 2022. Other offices held in 2022: Within Groupe BPCE Member of the Management Board (since 06/08/2013) V and Chairman of the Management Board (from 01/06/2018 to 02/12/2022) of BPCE Chairman of CE Holding Participations (since 06/06/2018) V Outside Groupe BPCE Chairman of the Management Board: Wendel (since 03/12/2022) V Chairman of the Association Française Bancaire (French Banking V Association) (from 01/09/2021 to 01/09/2022) Chairman of the Fédération Bancaire Française (French Banking V Federation) (from 01/09/2022 to 03/12/2022) Member of the Executive Committee of the Fédération Bancaire V Française (French Banking Federation) (from 01/09/2019 to 03/12/2022) Director of: Arkema (1) (since 27/10/2009), AROP (Association pour V le Rayonnement de l’Opéra National de Paris) (since 10/12/2015), CNP Assurances (1) (from 01/06/2018 to 04/12/2022) Non-voting member of ODDO BHF SCA (since 29/03/2019) V and FIMALAC (from 16/04/2019 to 08/12/2022) Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chief Executive Officer of Natixis V (from May 2009 to 31/05/2018) Chairman of the Board of Directors V of: Natixis Investment Managers (from 01/09/2010 to 01/06/2018) Chairman of the Board of Directors V of Coface S.A. (1) (from 22/11/2012 to 15/06/2018) Director of Peter J. Solomon Company V LP (from 08/06/2016 to 30/05/2018) Director of Peter J. Solomon GP, LLC V (from 15/12/2017 to 30/05/2018) Chairman of the Board of Directors V of Natixis Assurances (from 23/03/2017 to 07/06/2018) Vice-Chairman of the Fédération V Bancaire Française (French Banking Federation) (from 01/06/2018 to 31/08/2018) Chairman of the Fédération Bancaire V Française (since 01/09/2018) (until 31/08/2019) O Chairman of the Board of Directors V of Crédit Foncier (since 17/05/2018) (until 31/07/2019) O Chairman of the Association Française V des Établissements de Crédit et des Entreprises d’Investissement (since 01/09/2018) (until 31/08/2019) O Director of Sopassure (since 18/06/2018) V (until 02/02/2020) O 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a) Listed company (1)
2 CORPORATE GOVERNANCE Natixis governance at February 8, 2023 58 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exiting director in 2022 Didier Dousset (until October 27, 2022) Chairman of the Steering & Supervisory Board of Caisse d’Epargne et de Prévoyance Île-de-France Born 07/06/1955 Nationality: French Address: 12 allée du Clos Saint-Pierre 94429 Le Plessis-Trévise Director First appointed: co-opted by the Board of Directors meeting of 10/02/2022 Term expires: 2023 AGM (a) Member – Appointments Committee First appointed: Board of Directors meeting of 10/02/2022 Member – Audit Committee First appointed: Board of Directors meeting of 10/02/2022 Member – Strategic Committee First appointed: Board of Directors meeting of 10/02/2022 Attendance rate on governance bodies in 2022 Board of Directors 100% Appointments Committee 100% Audit Committee 100% Strategic Committee 100% Didier Dousset began his career in 1978 as a project manager in the office of the mayor of Saint-Maur-des-Fossés. In 1983, he became Director of the Local Authorities Office at the town hall of Plessis-Trévise, then Deputy Mayor of Villiers-sur-Marne (1995-2008). From 2003 to 2008, he was elected General Councilor of the Val-de-Marne department. From 2014 to 2016, he served as Vice-Chairman of the Haut-Val-de-Marne urban community. From 2015 to 2017, he was appointed Chairman of the Agence Régionale de l’Environnement et des Nouvelles Énergies (ARENE) and served as Chairman of the Mouvement Démocrate du Val-de-Marne (MoDem) from 2014 to 2020. Since April 28, 2021, Didier Dousset has been Chairman of the Steering & Supervisory Board of Caisse d’Epargne et de Prévoyance Île-de-France. Other offices held in 2022: Within Groupe BPCE Member (since 14/12/2020), then Chairman of the Steering & V Supervisory Board of Caisse d’Epargne Île-de-France, Chairman of the Compensation Committee and member of the Audit Committee and the Risk Committee (since 28/04/2021) Member (since 30/01/2009), then Chairman of the Board V of Directors of Société Locale d’Épargne Val-de-Marne (since 16/06/2017) Outside Groupe BPCE Regional Councilor in charge of the energy transition for Grand V Paris Sud Est Avenir (since 23/03/2016) Metropolitan Councilor for Métropole du Grand Paris V (since 11/03/2016) Mayor of Plessis-Trévise (since 14/03/2014) V Compliance with stacking rules Afep-Medef Code Compliant French Monetary and Financial Code Compliant Offices held in previous fiscal years 2018 2019 2020 2021 Chairman of the Mouvement V Démocrate (MoDem) of Val-de-Marne (since November 2014) (until November 13, 2020) O Regional Councillor of Île-de-France V (since 2015) (until 27/06/2021) O Member of the Board of Directors of V Île-de-France Mobilités (formerly STIF) and Université Paris-Est Créteil (UPEC) (since 2016) (until 27/06/2021) O Chairman of the Management Board V of Agence Régionale de l’Énergie et du Climat (AREC) (since 2017) (until 27/06/2021) O Chairman of the Commission V de l’Environnement et de l’Aménagement du Territoire (since 2017) (until 27/06/2021) O 2023 AGM called to approve the financial statements for the fiscal year ended 31/12/2022. (a)
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 59 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Management and oversight 2.2 of corporate governance The Board of Directors 2.2.1 Composition and organization of the Board of Directors 2.2.1.1 As of February 8, 2023, the date on which the Board approved its corporate governance report, the Board of Directors of Natixis had 15 directors. It is composed as follows: two members from BPCE, namely Nicolas Namias and BPCE itself, V represented by Catherine Halberstadt; four members from Banques Populaires, namely Sylvie Garcelon, V Dominique Garnier, Philippe Hourdain and Catherine Leblanc; four members from the Caisses d’Epargne, namely Dominique V Duband, Christophe Pinault, Laurent Roubin and Valérie Savani (1) ; and five independent members, namely Anne Lalou, Catherine Pariset, V Diane de Saint Victor, Laurent Seyer and Nicolas de Tavernost. In accordance with Article L.225-27-1 of the French Commercial Code, the Board of Directors of Natixis does not have a director representing the employees or a director representing the employee shareholders. However, two representatives of the Social and Economic Committee attend every Board of Directors’ meeting in an advisory capacity. In accordance with Article L.225-19 of the French Commercial Code, the number of directors who are over the age of 70 is limited to one third of the number of directors in office. A director of Natixis was over the age of 70 as of February 8, 2023 (see the summary table of the Board of Directors in section [2.1.2] of this chapter). In addition, in accordance with Article 15.1 of the Afep-Medef code, the term of office of Natixis directors is four (4) years. A – Main changes in the composition of the Board of Directors The main changes made to the composition of the Board of Directors in fiscal year 2022 that are likely to have a material impact on the Company’s governance are as follows: on February 10, 2022, the Board of Directors of Natixis: V co-opted, with immediate effect, Didier Dousset as a Director to V replace Daniel de Beaurepaire, who resigned, for the remainder of the latter’s term of office, i.e. until the General Shareholders’ Meeting of Natixis called in 2023 to approve the financial statements for the fiscal year ended December 31, 2022, and appointed him as a member of the Audit Committee and of the Appointments Committee. Didier Dousset is also an ex-officio member of the Strategic Committee; on March 22, 2022, the Combined General Shareholders’ Meeting V of Natixis: ratified the co-opting of Dominique Garnier as Director at the V Board of Directors’ Meeting of May 28, 2021, to replace Alain Condaminas, who resigned, for the remainder of his term of office, i.e. until the end of the General Shareholders’ Meeting called in 2024 to approve the financial statements for the fiscal year ending December 31, 2023, ratified the co-opting of Laurent Roubin as Director at the Board V of Directors’ Meeting of September 22, 2021, to replace Nicole Etchegoïnberry, who resigned, for the remainder of her term of office, i.e. until the end of the General Shareholders’ Meeting called in 2024 to approve the financial statements for the fiscal year ending December 31, 2023, ratified the co-opting of Laurent Seyer as Director at the Board of V Directors’ Meeting of December 13, 2021, to replace Bernard Oppetit, who resigned, for the remainder of his term of office, i.e. until the end of the General Shareholders’ Meeting called in 2022 to approve the financial statements for the fiscal year ended December 31, 2021, ratified the co-opting of Didier Dousset as Director at the Board V of Directors’ Meeting of February 10, 2022, to replace Daniel de Beaurepaire, who resigned, for the remainder of his term of office, i.e. until the end of the General Shareholders’ Meeting called in 2023 to approve the financial statements for the fiscal year ended December 31, 2022; on May 24, 2022, the Ordinary General Shareholders’ Meeting of V Natixis: reappointed Dominique Duband as Director for a term of four (4) V years, terminating at the end of the General Shareholders’ Meeting called in 2026 to approve the financial statements for the fiscal year ending December 31, 2025, reappointed Philippe Hourdain as Director for a term of four (4) V years, terminating at the end of the General Shareholders’ Meeting called in 2026 to approve the financial statements for the fiscal year ending December 31, 2025, reappointed Anne Lalou as Director for a term of four (4) years, V terminating at the end of the General Shareholders’ Meeting called in 2026 to approve the financial statements for the fiscal year ending December 31, 2025, reappointed Laurent Seyer as Director for a term of four (4) V years, terminating at the end of the General Shareholders’ Meeting called in 2026 to approve the financial statements for the fiscal year ending December 31, 2025, renewed the office as Principal Statutory Auditors of V PricewaterhouseCoopers Audit for a term of six (6) years, terminating at the end of the General Shareholders’ Meeting called in 2028 to approve the financial statements for the fiscal year ending December 31, 2027, appointed Mazars as Principal Statutory Auditor to replace V Deloitte & Associés for a term of six (6) years, terminating at the end of the General Shareholders’ Meeting called in 2028 to approve the financial statements for the fiscal year ending December 31, 2027, decided not to renew the mandates as Deputy Statutory Auditors V of BEAS and Mr. Jean-Baptiste Deschryver; on December 1 st , 2022, the Board of Directors of Natixis: V Since December 15, 2022, position previously held by Didier Dousset. (1)
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 60 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 co-opted with effect from December 3, 2022 Nicolas Namias, as V Director to replace Laurent Mignon, who resigned, for the remainder of the latter’s term of office, i.e. until the General Shareholders’ Meeting of Natixis called in 2023 to approve the financial statements for the fiscal year ending December 31, 2022. Nicolas Namias is an ex-officio member of the Strategic Committee, appointed with effect from December 3, 2022 Nicolas Namias, V as Chairman of the Board of Directors, for the duration of his term of office as Director, i.e. until the General Shareholders’ Meeting of Natixis called in 2023 to approve the financial statements for the fiscal year ending December 31, 2022, appointed Stéphanie Paix as Chief Executive Officer of Natixis V for a term of four (4) years from December 3, 2022, expiring at the close of the General Shareholders’ Meeting of Natixis called in 2026 to approve the financial statements for the fiscal year ending December 31, 2025. Therefore, Stéphanie Paix is Executive director of Natixis as of December 3, 2022, on December 15, 2022, the Board of Directors of Natixis: V co-opted, with immediate effect, Valérie Savani as a Director to V replace Didier Dousset, who resigned, for the remainder of the latter’s term of office, i.e. until the General Shareholders’ Meeting of Natixis called in 2023 to approve the financial statements for the fiscal year ended December 31, 2022, and appointed her as member of the Audit Committee and of the Appointments Committee. Valérie Savani is also an ex-officio member of the Strategic Committee. B – Procedure for staggering terms of office In accordance with the staggered appointments procedure initiated at the Combined General Shareholders’ Meeting on May 23, 2018, the current terms of office expire as follows: 2023 AGM Nicolas Namias, BPCE (represented by Catherine Halberstadt), Catherine Pariset, Valérie Savani, (and Henri Proglio – non-voting member) 2024 AGM Sylvie Garcelon, Dominique Garnier, Laurent Roubin 2025 AGM Catherine Leblanc, Christophe Pinault, Diane de Saint Victor, Nicolas de Tavernost 2026 AGM Dominique Duband, Philippe Hourdain, Anne Lalou, Laurent Seyer C – Diversity policy of the Board of Directors Convinced that the quality of the Board of Directors should be assessed in the light of the complementarity of the profiles and ethics of its members, Natixis has implemented a diversity policy pursuant to Article 8.2 of the Afep-Medef code. This policy was approved, in its initial version, by the Board of Directors at its meeting of February 12, 2019 and updated on December 17, 2020 and on December 15, 2022. This diversity policy highlights the specific characteristics of Natixis’ governance as well as the skills that the Board of Directors must bring together, with the suitability of the directors’ profile being assessed with regard to the collective and balanced representation of skills, as illustrated by the skills map detailed below. Diversity policy statement The objective of the Natixis Board of Directors’ diversity policy is to ensure that members of the Board are able, at all times, to make informed, judicious and objective decisions by taking into consideration Natixis’ business model, its risk appetite, its strategy and the markets in which Natixis operates, and secondly, to challenge and monitor the decisions taken by Senior Management. In addition to the rules governing the composition of the Natixis Board of Directors, this policy describes the criteria used to ensure the diversity of the Board, in particular: the knowledge and qualifications needed to perform the duties of V a Board Member, in particular in relation to Natixis’ specific activities (solid understanding of the banking and financial sector, financial management and the accounting principles applicable to credit institutions, corporate management, risk management and internal control, corporate strategy, technologies and digital transformation, Human Resources, international development, the regulatory environment, governance, social and environmental responsibility); a balanced representation of women and men within the Board of V Directors (with the continuity of a gender balance of at least 40%) and as regards the Chairmanship of its Special Committees; a balance in terms of directors’ seniority with, on the one hand, V the term of office of director set at four years and, on the other hand, the rule for determining independence (for independent directors, not having been a director for more than 12 years when reappointed); and the international outreach of the Board of Directors with regard to V Natixis’ activities and geographical deployment. This policy will be applied when a new director is appointed and when the Appointments Committee and the Board of Directors perform their annual review of the Board of Directors’ composition. Accordingly, whenever a director is appointed, a “fit and proper” report outlining the candidate’s experience and skills, as well as their status with respect to other offices held simultaneously, availability, integrity and conflicts of interest, accompanied by their résumé, is sent to the members of the Appointments Committee for review. The Committee then provides the Board of Directors with its opinion. It is specified that the Appointments Committee favors the complementarity of skills and the diversity of cultures and experiences in order to have sufficiently rich and varied profiles. Implementation and monitoring of the diversity policy The Board of Directors (by means of its Appointments Committee) regularly examines the best way to balance its membership and that of its Committees. To this end, the Appointments Committee assesses, at least once a year, the structure, size, membership and effectiveness of the Board with regard to the missions assigned to it and submits any useful recommendations to the Board. Skills and expertise of the members of the Board of Directors As part of the review of the Board of Directors’ diversity, at its meeting of December 14, 2022, the Appointments Committee examined an updated mapping of the skills and expertise of Board Members to assess the level of knowledge and expertise of each director for each area of expertise considered (including the two Natixis business lines and eleven other areas of expertise). Analysis of this mapping revealed a great diversity and complementarity in terms of the directors’ knowledge, skills and experience. In accordance with the opinion of the Appointments Committee, the Board of Directors, at its meeting of December 15, 2022: noted that the evaluation of the balance and diversity of V knowledge, skills and experience that the Board Members have, both individually and collectively, had provided satisfactory results; and determined, as regard of fiscal year 2023 the qualifications V deemed necessary for the duties to be performed within the Board of Directors as presented to it.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 61 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Overall summary of the breakdown of skills of the members of the Board of Directors Mapping of Natixis Board skills as of February 8, 2023 Skills and expertise of the Board 9 14 12 10 6 12 2 8 12 11 9 5 6 3 7 8 8 6 6 5 4 5 3 3 3 2 2 1 Skills and expertise by director N. Namias C. Halberstadt D. Duband S. Garcelon D. Garnier P. Hourdain A. Lalou C. Leblanc C. Pariset C. Pinault L. Roubin D. de Saint Victor V. Savani L. Seyer N. de Tavernost Significant expertise Knowledge NATIXIS BUSINESSLINES Independent directors One third of the members of the Board of Directors are independent, in accordance with the Afep-Medef code. As of February 8, 2023, the five independent directors of Natixis are: Anne Lalou (Director of the Web School Factory and Chairwoman of the Innovation Factory), Catherine Pariset (Director of PSA Finance, Generali Vie, Generali IA and Generali Retraite), Diane de Saint Victor (Director of C&A, Imperial Brands and Transocean), Laurent Seyer (Chairman of Ellesse SAS) and Nicolas de Tavernost (Chairman of the Management Board of the M6 Group). As is the case every year, at its meeting of December 15, 2022, and following the report submitted by the Appointments 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 of Directors’ Internal Rules (see section [2.2.1.2. A] of this chapter). The Board of Directors paid particular attention to assessing whether or not the business relationship between the companies in which the independent directors hold corporate office within Natixis or its Group is significant.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 62 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis applies the concept of “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 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 indexes, criteria and parameters including the duration, extent and nature of the banking, trade and consulting relationships, the volume of commitments and the weight of Natixis compared to total indebtedness, and the Company’s liquidity requirements. After examination, it emerges that Natixis is not the “benchmark banker” for companies in which the independent directors perform their duties as executive corporate officers or their professional activity. Natixis has few or no business relations with any of these companies. Furthermore, to date, the independent directors are not in a position of conflict of interest with respect to the non-executive corporate offices they hold in other companies, in accordance with the Code of Ethics 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. After review of the independence criteria, Natixis’ Board of Directors determined that Anne Lalou, Catherine Pariset, Laurent Seyer, Diane de Saint Victor and Nicolas de Tavernost meet the necessary independence criteria. Criteria to be assessed (a) Diane de Saint Victor Anne Lalou Catherine Pariset Laurent Seyer Nicolas de Tavernost Cannot be or have been during the last five years: an employee or executive corporate officer of Natixis; V an employee, executive corporate officer or director of a company V consolidated by Natixis; an employee, executive corporate officer or director of BPCE or of a V company consolidated by BPCE. OK OK OK OK OK Is not an executive corporate officer of a company in which Natixis directly or indirectly holds a directorship, or in which an employee of Natixis or an executive corporate officer of Natixis (currently or within the last five years) holds a directorship. OK OK OK OK OK Is not a significant client, supplier, or corporate or investment banker or advisor (or linked directly or indirectly to these persons) to the Company or the Group and does not derive a significant portion of business from the Company or its Group. OK OK OK OK OK Has no close family ties with a corporate officer. OK OK OK OK OK Has not been an auditor of the Company in the previous five years. OK OK OK OK OK Has not been a Board Member of the Company for more than 12 years (independent director status is lost once a Board Member has served for 12 years). OK OK OK OK OK Is not a Board Member representing a major shareholder of Natixis or BPCE. OK OK OK OK OK Does not receive variable compensation in cash or in shares, or any performance-linked compensation from Natixis or the Group. OK OK OK OK OK See section [2.2.1.2. B] of this chapter. (a) Gender balance As of February 8, 2023, the Board of Directors consists of seven women and eight men. Natixis went from being a Board of Directors composed of 33% women five years ago (five women and ten men) to a Board composed of 47% women. Four of the seven Board Committees are also chaired by a woman. Balance in terms of seniority The average length of service of the members of the Board of Directors was four years as of February 8, 2023. None of the independent directors has been a member of the Board for more than twelve years. International outreach Nine directors have international experience, either because they have held a position outside France or exercised an activity in an international group as part of their professional career, or because they hold or have held one or more mandates in foreign companies (see skills map above).
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 63 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 D – Director selection policy Since December 17, 2020, the Board of Directors, on the proposal of the Appointments Committee, has adopted a policy for the selection of future Natixis directors, which has been drawn up in accordance with: guidelines and recommendations from the regulatory authorities V aimed at improving the formalization of director selection processes; the Afep-Medef code, which requires the Appointments Committee V to organize a procedure to select future independent directors. The aim of this selection policy is to ensure that the members of the Board of Directors are, at any time, collectively able to: make informed, judicious and objective decisions taking into i consideration Natixis’ business model, its risk appetite, its strategy and the markets in which it operates; challenge and monitor the decisions taken by Senior ii Management. This selection policy for future directors, the content of which is described in the diagram below, concerns both Group Board Members and independent directors. > Selection of a recruitment firm. > Shortlist of candidates drawn up by the Chairman of the Appointments Committee, in conjunction with the General Secretariat. > List drawn up of potential candidates likely to be approached as directors in the short- and medium-term. > List of potential candidates together with background information shared by the Chairman of the Board with the Appointments Committee. > Chairman of the Appointments Committee, the Chairman of the Board of Directors, the Chief Executive Officer and the General Secretary discuss candidate profiles. > Shortlisted candidates interviewed by the Appointments Committee, which makes its recommendation to the Board of Directors. > Discussions between the Chairman of the Appointments Committee (in conjunction with the General Secretary) and the Chairman of the Board of Directors on shortlisted profiles. >Review of the candidate(s) by the Appointments Committee and selection of the candidate by the Board on the recommendation of the Appointments Committee. Definition by the Appointments Committee in conjunction with the Chairman of the Board of Directors of the profile sought with regard to: V requirements in terms of skills and experience (mapping of skills and expertise); V highly sought-after values and qualities; V gender balance; V criteria to be met in accordance with the diversity policy. OBJECTIVE Guarantee the collective ability of the Board to: V make informed decisions; V ensure the smooth running of the company; V challenge and monitor decisions made by senior management. Proposal made to shareholders at the General Shareholders’ Meeting to appoint the chosen candidate (approval of the appointment or ratification if a temporary appointment has been made). Proposal made to shareholders at the General Shareholders’ Meeting to appoint the chosen candidate (approval of the appointment or ratification if a temporary appointment has been made). The profile of the candidate must enable the Board to have a majority and for the two networks Banque Populaire and Caisse d’Epargne to be equally represented (and more specifically for the representation of the executive and non-executive officers of the two networks to be balanced). The range of skills, knowledge and experience of the Board must be sufficiently broad and diverse in accordance with the diversity policy for directors. INDEPENDENT DIRECTORS INTERNAL DIRECTORS FROM THE GROUP PROCESS FOR SELECTING A NEW DIRECTOR Applications Profile Selection Designation
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 64 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Role and powers of the Board 2.2.1.2 of Directors A – Legal and statutory requirements, and Internal Rules of the Board of Directors The duties of the Board of Directors are defined by the law and the bylaws of Natixis. The current version of the Internal Rules, adopted on February 10, 2022, completes the legal and statutory provisions by stipulating the rules governing the Board of Directors’ operation and setting out the rights and duties of its members. The Internal Rules of the Natixis Board of Directors are available in full on the website https://natixis.groupebpce.com. The Board of Directors, assisted by the Special Committees, is involved in the following matters: Strategic orientations V The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof, in accordance with its corporate interest, taking into account the environmental and social issues associated with its activity. Within the limits of the Company’s corporate purpose and the powers expressly granted by law or its bylaws to the General Shareholders’ Meetings, the Board concerns itself with all matters affecting the Company’s performance and governs by virtue of its deliberations. The Board of Directors performs the controls and checks it deems appropriate. A number of transactions are subject to prior authorization by the Board of Directors: the extension of Natixis’ activities to include new core V businesses not currently exercised by the Company; any acquisition or increase in shareholdings, as well as any V investments, divestments or the formation of joint ventures by Natixis or any of its main subsidiaries, involving an amount in excess of €100 million, in the event that the Group’s structure is modified; any asset transfers, mergers or spin-offs in which Natixis is V involved. Financial statements V The Board of Directors approves the management report. V It reviews the draft budget for the following year. V It reviews and approves the individual and consolidated V financial statements of the Company, ensuring their accuracy and fairness. The Board of Directors verifies the publishing process, as well V as the quality and reliability of the information that Natixis intends to publish and disclose. Internal control/Risk management/Compliance V The Board of Directors verifies that the Executive directors have V properly implemented the supervisory mechanisms, especially in terms of the separation of duties and the prevention of conflicts of interest, that ensure the Company is effectively and prudently managed. The Board of Directors reviews the governance framework as V set out in Article L.511-55 of the French Monetary and Financial Code, periodically assesses its effectiveness, and ensures that corrective measures have been taken to remedy any shortcomings. The Board of Directors approves and regularly reviews the V policies and strategies governing the taking, management, monitoring and mitigation of the risks to which Natixis is or could be exposed, including the risks generated by the economic environment, social risks and environmental risks. The Board of Directors is informed of any V resignation/appointment of the Company’s Chief Risk Officer. Governance V In accordance with the law and the bylaws, the Chairman V convenes and chairs the Board of Directors and organizes and guides its work. He chairs General Shareholders’ Meetings. The Chairman of the Board of Directors or the Chief Executive Officer are required to provide each director with all the documents and information needed to carry out their duties. As a reminder, the Board of Directors of a credit institution may not be chaired by the Chief Executive Officer. Under the conditions defined in Article 14 of the Company V bylaws, the Board of Directors may appoint a Chief Executive Officer from among the directors or otherwise, whom it may dismiss at any time. The Chief Executive Officer may delegate his powers to any corporate officer of his choosing, with or without the option of substituting one for another. The Board of Directors appoints the Executive directors (within V the meaning of Article L.511-13 of the French Monetary and Financial Code). The Board of Directors convenes the General Shareholders’ V Meeting, sets the agenda and decides on the implementation of the resolutions adopted. It may, at the proposal of the Chairman, set up its own V Committees to deliberate on those issues submitted for examination by the Board itself or its Chairman. It determines the structure and powers of these Committees, which conduct their activities under its responsibility. In light of Natixis’ corporate purpose and in accordance with the V provisions of the French Commercial Code (Article L.823-19) and the French Monetary and Financial Code (Article L.511-89), the Board of Directors must set up an Audit Committee, a Risk Committee, a Compensation Committee and an Appointments Committee. With respect to the assessment of the Board of Directors’ work, V the Internal Rules specify that, at least once a year, an agenda item will be devoted to evaluating the Board’s and its Special Committees’ operation, an account of which is included in Natixis’ annual report (for 2022, see section [2.2.1.4] “Assessment of the Board of Directors’ work in fiscal year 2022”). The Board of Directors approves the report on corporate V governance. Minutes of Board Meetings are drawn up in accordance with V legal and regulatory provisions in force. Compensation policy V The Board of Directors adopts and reviews the general V principles of the Company’s compensation policy and monitors their implementation. It determines the level and terms of compensation of the V Chairman of the Board of Directors, the Chief Executive Officer and of the Deputy Chief Executive Officers after consultation with the Compensation Committee., It issues an opinion on how well Natixis’ compensation policy V complies with current regulation, particularly regarding the Company’s regulated staff. It sets the rules for the distribution of compensation allocated to V the directors by the General Shareholders’ Meeting.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 65 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 B – Code of Ethics for members of the Board of Directors To reaffirm its commitment to good governance, the Board of Directors has adopted a Code of Ethics for its members, appended to the Internal Rules, which sets out the rights and obligations to which all members are bound. The purpose of this charter is to promote the application of corporate governance principles and best practices by the directors of Natixis. Before assuming office, every member of Natixis' Board of Directors must ensure that they are familiar with the general or specific obligations incumbent upon them, such as those resulting from laws or regulations, bylaws, Internal Rules and this code, as well as any other binding texts. The members of Natixis’ Board of Directors agree to comply with the guidelines contained in this code, which are reproduced below. Article 1: Attendance All directors must devote sufficient time and attention to the performance of their duties and regularly attend the meetings of the Board and Committees of which they are a member, as well as the General Shareholders’ Meeting. Consequently, they must ensure that the number and commitment level of their directorships permit them to be available when required, especially if they also hold executive positions. Article 2: Directorship and Corporate Interest Each director represents all the shareholders and endeavors to act in the corporate interest of Natixis at all times. They undertake to defend and promote the values of Natixis. Article 3: Professionalism and efficiency Directors contribute to the collegiality and efficiency of the work of the Board and Special Committees. They make recommendations that they feel will improve the Board’s operating procedures, specifically during the Board’s periodic evaluation. Together with the other members of the Board, they see to it that the guidance and control duties are accomplished in accordance with the laws and regulations in force. They ensure that the positions taken by the Board are formally decided on, properly reasoned and entered into the minutes of its meetings. Article 4: Confidentiality Members of the Board of Directors and of the Committees, as well as any individual attending the meetings of the Board and the Committees, are bound by a general confidentiality obligation on their deliberations. Article 5: Prevention of Insider Trading – Inside Information a) General abstention obligation in the event of holding inside information on any issuer In accordance with European Regulations on market abuse, inside information is “any information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.” If the Board of Directors has received inside information, the directors, the non-voting members and any individual attending Board or Committee Meetings must refrain from: performing or attempting to perform any insider trades (the term V “insider trades” refers to (i) the use of inside information by a person in possession of such information to buy or sell, for themselves or for a third party, directly or indirectly, financial instruments related to this information, and (ii) the use of the recommendations or inducements of a person in possession of inside information if the person using the recommendation or inducement knows, or ought to know, that it is based upon inside information); recommending to another person or inducing them to perform V any insider trades; or unlawfully disclosing inside information. V These requirements apply to all listed companies about which the director may receive inside information in the course of the work of the Board, whether they are clients, counterparties or third parties. They also apply to listed debt securities issued by Natixis or its subsidiaries (bonds, EMTNs), by BPCE, or by any company in which Natixis holds or may come to hold an investment. Other restrictions may be applicable under regulations outside the European Union. b) Specific restrictions on securities issued by Natixis or its subsidiaries Natixis applies a restrictive policy with regard to personal transactions by executives in listed debt securities issued by Natixis or by its subsidiaries, and requires directors and non-voting members to refrain from carrying out any transactions in these securities during their term of office unless approved by Natixis Compliance. In this context, Natixis places the directors and the non-voting member on a list of “permanent insiders” of Natixis. A permanent insider is any individual or legal entity that, on account of the nature of their functions or position in an issuing entity, has continuous access to inside information held by that issuing entity. Also, members of the Board of Directors are advised of the risks represented by transactions executed on Natixis stock by persons closely associated with them, especially: a spouse, or a partner considered to be equivalent to a spouse in V accordance with national law; a dependent child, in accordance with national law; V a relative who has shared the same household for at least one V year on the date of the transaction concerned; a legal entity, trust or partnership: V the managerial responsibilities of which are discharged by a V person discharging managerial responsibilities or by a person who is closely associated with them, that is directly or indirectly controlled by such a person, V that is set up for the benefit of such a person, or V the economic interests of which are substantially equivalent to V those of such a person. As such, Natixis recommends that these “closely associated persons” refrain from carrying out such transactions. The sanctions for such actions are administrative and criminal.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 66 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 c) Reporting obligations In the exceptional event that a Director or the non-voting member conducts a transaction in Natixis securities, they would be required to report this transaction to Natixis and the relevant regulator within the time limits and under the conditions provided for by the regulations in force. This reporting obligation also applies to transactions in Natixis shares that would be carried out by the people who are closely related to them as defined above. Natixis may also ask each director and non-voting member to provide any information in relation to the trading of listed companies’ securities necessary for it to fulfill its reporting obligations to all authorities such as stock market authorities, both in France and abroad. Article 6: Independence and conflicts of Interest The Appointments Committee examines the situation of each director and non-voting member with regard to potential conflict of interest when they are first appointed and when their mandate is renewed. All directors and non-voting members endeavor to prevent, for the entire duration of their mandate, any conflict that could arise between their own interests and the interests of Natixis. As such, directors and non-voting members strive to preserve their independence in judgment, decision and action in all circumstances. They shall refrain from being influenced by any factor unrelated to Natixis’ corporate interest, which they are tasked with defending and avoiding any situation in which their personal interest interferes, or could appear to interfere, with that of Natixis. A conflict of interest is any situation that risks compromising the ability of a director or non-voting member to make decisions in the best interests of Natixis and to exercise their duties independently of: their financial interests; V their personal or professional relationships with holders of V qualifying equity investments within Natixis; their personal or professional relationships with Natixis V employees; any other current or past positions held; V their personal or professional relationships with external V stakeholders. In the event that a director or non-voting member cannot avoid being in one of these situations, they must immediately inform the Chairman of the Board of Directors, or Natixis’ General Secretary if applicable, of any conflict of interest in which they may be involved. The director or non-voting member must specify if they are directly or indirectly connected and in what capacity, and they must contribute to documenting the conflict of interest. The Chairman of the Board of Directors or the General Secretary, if applicable, shall conclude whether a conflict of interest exists and ensure compliance with the Related Party Agreements Procedure. If a director or non-voting member is in a conflict of interest, he/she must abstain from participating in any discussion within the Board of Directors, or the Special Committee, if applicable, connected to the area of their conflict of interest; in such instances, he/she must abstain from the Board’s deliberations and votes, and the section of the minutes related to the area of their conflict of interest is not submitted for his/her approval. Article 7: Information/Training All directors have a duty to learn and to ask, within the appropriate time frame, the Chairman of the Board of Directors, and/or the Special Committees of which they are a member, to provide the information needed for the Board or the Special Committees to take useful action on the matters on its agenda. In addition, all directors must receive training by attending, where necessary, the training modules provided by the Company. Article 8: Application of the Code Should a member of Natixis’ Board of Directors no longer be in a position to perform their duties in compliance with the Code, either for their own reasons or for any other reason including those specific to Natixis’ rules, they must notify the Chairman of the Board of Directors, seek measures to remedy the situation, and, if none are found, suffer the personal consequences with respect to the performance of their duties. Natixis’ Chief Compliance Officer is available to each Board member for any questions about the Code of Ethics. C – Integrity of directors and conflicts of interest In accordance with Article L.225-37-4 of the French Commercial Code, the list of functions exercised by the corporate officers of Natixis is provided in section [2.1.4] of this chapter. Disclosure of non-conviction To the best of Natixis’ knowledge, none of the members of the Board of Directors or Senior Management has been convicted, directly or indirectly, of fraud, filed for bankruptcy, liquidation or receivership, convicted and/or punished by the authorities, disqualified from acting as a member of administrative, management or supervisory bodies of an issuer, or from participating in the management or conduct of the business of an issuer within at least the previous five years. Conflicts of interest Members of the Natixis Board of Directors include BPCE (Natixis’ main shareholder) and employees or individuals holding other jobs within Groupe BPCE, particularly in the Caisses d’Epargne and the Banques Populaires. Natixis and its subsidiaries maintain business relations with BPCE and the entities of Groupe BPCE. Furthermore, members of the Natixis Board of Directors include independent directors belonging to third-party groups that can maintain banking or business relations with Natixis or its subsidiaries. To the best of Natixis’ knowledge, these situations do not affect those directors’ independence of judgment, decision, and action. When needed, the Internal Rules of the Board of Directors and the Code of Ethics set out a conflict-of-interest resolution system for all members of the Board of Directors. They also require Board members to notify the Chairman of the Board (or the General Secretary of Natixis) of any conflict of interest and to abstain from participating in the part of the Board or Special Committee Meeting addressing the conflict of interest, and from voting on the corresponding resolution. In addition, to the knowledge of Natixis, there is no potential conflict of interest between the duties of the members of the Board of Directors towards Natixis and their private interests and/or other duties towards third parties. To the best of Natixis’ knowledge, there are no service agreements binding members of the Board of Directors or Senior Management to Natixis that could confer benefits according to the terms of such an agreement and that might by their nature compromise the independence of members or interfere with their decision-making.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 67 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Employment contract and/or services agreement It is specified that no director is bound by an employment contract and/or a service contract with the Company. D – “Regulated” agreements Internal charter In accordance with AMF recommendation No. 2012-05, the Natixis Board of Directors, at its meeting of February 17, 2013, adopted an internal charter of related-party agreements, which was updated, respectively, on December 17, 2014 in order to incorporate the amendments made by Order No. 2014-863 of July 31, 2014, on February 11, 2021 to take into account the provisions of Law No. 2019-486 of May 22, 2019 relating to growth and the transformation of companies known as the “Loi Pacte” and on December 13, 2021. This charter defines the criteria for establishing “related-party agreements” in accordance with the provisions of Article L.225-38 of the French Commercial Code. In particular, it sets out the procedure to be followed, from the notification of the Board of Directors to approval by the General Shareholders’ Meeting, in light of the Statutory Auditors’ special report. Related-party agreements authorized in fiscal year 2022 During fiscal year 2022, the Board of Directors authorized three new related-party agreements under Article L.225-38 of the French Commercial Code: in its meeting of February 10, 2022 , the Board of Directors V authorized three new related-party agreements under Article L.225-38 of the French Commercial Code: the conclusion of two contribution agreements, one between V Kimo (Holding Assurances) and Natixis, the other between Shiva (Holding Paiements) and Natixis, and approved all the terms and conditions, particularly financial, provided for in said agreements. It should be noted that these transactions are justified in light of Natixis’ interests, particularly in view of the fairness of the valuation of the Insurance and Payments business lines, it being specified that these transactions complete the movement initiated by the successful creation of the Financial Solutions and Expertises (SEF) division within Groupe BPCE, with the Insurance and Payments business lines now reporting directly to BPCE, allowing Natixis to refocus on global business lines by dedicating the necessary resources. These agreements were approved at the General Shareholders’ Meeting of March 22, 2022. The corporate officers concerned on the day of the transaction and who did not participate in the deliberations or take part in the vote in accordance with Article L.225-40 of the French Commercial Code are as follows: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent representative of BPCE on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. the conclusion of a memorandum of understanding relating to V the transfer of operating resources and employees between BPCE, BPCE Achats, BPCE Services, Albiant-IT, Natixis, Natixis Immo Exploitation and Natixis Payment Solutions and approved all the terms and conditions, in particular financial terms, of said protocol. It is specified that the proposed transfers of employees and operating resources and the conclusion of the memorandum of understanding are in the interest of Natixis insofar as these transfers are necessary for the disposal transactions by Natixis of the Insurance and Payments businesses lines for the benefit of BPCE, and consequently to the refocusing of Natixis on global business lines by dedicating the appropriate resources to them. This memorandum of understanding was approved at the General Shareholders’ Meeting of March 22, 2022. The corporate officers concerned on the day of the transaction and who did not participate in the deliberations or take part in the vote in accordance with Article L.225-40 of the French Commercial Code are as follows: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent representative of BPCE on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. Related-party agreements approved in fiscal year 2022 On March 22, 2022, the Combined General Shareholders’ Meeting of Natixis: approved the conclusion of the negotiation protocol relating to V the transfer of the Insurance and Payments activities by Natixis to BPCE authorized by the Board of Directors at its meeting of September 22, 2021; approved the conclusion of a rebilling agreement relating to the V Real Estate Master Plan between Natixis, BPCE and Natixis Immo Exploitation (with the other Group companies adhering to this agreement by means of amendment) authorized by the Board of Directors at its meeting of December 13, 2021; approved the conclusion of a contribution agreement between V Kimo (Holding Assurances) and Natixis and all the terms and conditions, in particular the financial terms, provided for in said treaty authorized by Natixis’ Board of Directors at its meeting of February 10, 2022; approved the conclusion of a contribution agreement between V Shiva (Holding Paiement) and Natixis and all the terms and conditions, in particular the financial terms, provided for in said treaty authorized by Natixis’ Board of Directors at its meeting of February 10, 2022; approved the conclusion of a memorandum of understanding V relating to the transfer of operating resources and employees between BPCE, BPCE Achats, BPCE Services, Albiant-IT, Natixis, Natixis Immo Exploitation and Natixis Payment Solutions and all the terms and conditions, in particular the financial terms, of said agreement authorized by Natixis’ Board of Directors at its meeting of February 10, 2022. On May 24, 2022, the Ordinary General Shareholders’ Meeting of Natixis: approved the temporary implementation of cross open money V market transactions (no maturity date) with an early redemption option with prior notice between BPCE and Natixis authorized by Natixis’ Board of Directors at its meeting of June 23, 2021. At the end of its annual review of the related-party agreements entered into and authorized during previous fiscal years, the execution of which was continued during the 2022 fiscal year, the Board of Directors approved the downgrading at its meeting of February 8, 2023 of: the invoicing agreement relating to the affiliation of Natixis to V BPCE authorized by the Board of Directors on February 22, 2012;
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 68 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 the compensation agreement entered into between Natixis and V Banque Palatine authorized by the Board of Directors on February 10, 2016 and its amendment authorized by the Board of Directors on February 9, 2017; cross open money market transactions established on a V temporary basis between Natixis and BPCE, authorized by the Board of Directors on June 23, 2021, following their full repayment on June 29, 2022. This information on related-party agreements is included in the Statutory Auditors’ special report presented to Combined General Shareholders’ Meeting of May 23, 2023 (see section [8.4] of Chapter [8] of this universal registration document). Work of the Board of Directors 2.2.1.3 in 2022 The Board of Directors held a total of 9 meetings in 2022. The attendance rate was 93.2% for the year. Each director’s individual attendance rate for Board of Directors’ and Committees Meetings is provided in section [2.1.4] of this chapter (see the directors’ individual fact sheets). All documents relating to the agenda are attached to the convening notice or are sent or handed to the directors within a reasonable timeframe, prior to the meeting via a secure digital platform. Exceptionally, they may be provided at a meeting. The Chief Executive Officer attended all meetings, except for the meeting during which his compensation was discussed, so that the Board members could hear his opinion on important issues and ask him any questions that they deemed relevant. The Chief Financial Officer, the General Counsel and, as and when required, one or more business line heads have been invited to provide further information on subjects raised in meetings. Finally, the representatives of the Social and Economic Committee were invited to every Board of Directors Meeting. The main topics addressed by the Board of Directors in 2022 were in particular as follows: Financial position and monitoring of Natixis activity Review and approval of the annual financial statements (individual and consolidated) at December 31, 2021 V Review of the consolidated financial statements at March 31, 2022, June 30, 2022 and September 30, 2022 V Approval of the proposed allocation of income V Proposed amount of the 2021 dividend, update on the setting of the 2022 dividend V Presentation and review of the budget for 2023 V Presentation of the GSCS business (Natixis CIB) V ESG trajectory of Natixis CIB and Natixis IM V Presentation of the organization of GFS V Feedback on the work of the Audit Committee V Internal control Risk management Compliance Approval of additional Risk Appetite Framework (RAF) indicators V Approval of the risk appetite framework and the indicators of the French Ministerial Order of November 3, 2014 V Acknowledgment of the assessment of the market risk framework V Approval of contingency plans, particularly in light of the results of the alternative scenarios regarding liquidity V positions and risk mitigation factors Approval of the draft Natixis CIB 2023 audit plan V Follow-up on H2O project V Follow-up of the recommendations of the General Inspection as of December 31, 2021 V Recording of the status of the compliance framework V Approval of annual AML/CTF internal control reports and asset freeze V Feedback on the work of the Risk Committee and the US Risk Committee V
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 69 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Corporate governance Co-opting of two new directors V Co-opting and appointment of the new Chairman of the Board of Directors V Appointment of the new Chief Executive Officer of Natixis V Renewal of four directors as members of Special Committees subject to the renewal of their terms of office as V directors by the General Shareholders’ Meeting of May 24, 2022 Review of the qualification of directors as independent members 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 Results of the assessment of the work of the Board of Directors and its Special Committees for fiscal years 2021 V and 2022 Convening of the General Shareholders’ Meeting of March 22, 2022 V Convening of the annual General Shareholders’ Meeting of May 24, 2022 and the General Shareholders’ Meeting for V holders of participing securities Approval of the Board of Director’s management report including the corporate governance report and the report on V the use of authorizations to increase the Company’s share capital Approval and authorization of the signing of contribution agreements for the transfer by Natixis to the companies V Shiva and Kimo of the shares held in Natixis Assurances, Natixis Payment Solutions, Natixis Payment Holding and Partecis, in accordance with Article L. 225-38 of the French Commercial Code Approval and authorization of the signature by Natixis of the Memorandum of understanding relating to the transfer V of operating resources and employees under Article L. 225-38 of the French Commercial Code Authorization of the transfer of the registered office and approval of the update of the bylaws V Amendment of the Internal Rules of the Board of Directors V Feedback on the work of the Appointments Committee V Compensation Compensation of the Chairman of the Board of Directors for fiscal year 2021 and compensation principles for fiscal V year 2022 Compensation of the Chief Executive Officer for fiscal year 2021 and compensation principles for fiscal year 2022 V Variable compensation for fiscal year 2021 V Compensation policy for Board members for fiscal year 2022 V Approval of the deferred variable compensation policy V Approval of variable compensation packages by division V Feedback on the work of the Compensation Committee V Financial transactions and/or strategy Delegation to be granted in the context of Securities Based Swap Dealer reporting V Renewal of bond issue authorizations V Information on the capital increase of March 1, 2022 V Examination and approval of a capital increase in cash through the issue of ordinary shares with cancelation of V preferential subscription rights in favor of BPCE Follow-up of GFS Natixis recommendations (CIB and AWM internal audits) at June 30, 2022 V Opinion of the CSE on the economic and social situation V Approval of the Internal Rules of the Strategic Committee V Report on the work of the Strategic Committee V ESR Approval of the declaration related to the Modern Slavery Act V Report on the work of the ESR Committee V Others Opening of a branch in Korea V Closure of the Natixis representative office in Buenos Aires V Total transfer of company assets and liabilities to Natixis V M&A projects V Update on the Ukrainian crisis V Assessment of the work 2.2.1.4 of the Board of Directors in 2022 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, the Board of Directors uses the services of an independent external firm (2010, 2013, 2016, 2019, 2022) to carry out a formal assessment of its work and that of its Special Committees. An internal assessment is carried out by the Board of Directors for the other years. With regard to the follow-up given to the previous assessment for fiscal year 2021, improvements were made. The Board of Directors notably: resumed the physical holding of its meetings as soon as sanitary V conditions permitted; held a delocalized Natixis Board meeting in New York in order to V deepen the directors’ knowledge of Natixis’ activities in the United States and to promote moments of discussion to serve the cohesion of the Board. This delocalized Board meeting was held at the same time as BPCE’s Supervisory Board meeting, also relocated to New York; took into account the directors’ request to improve the summary V nature of certain Risk Committee presentations. Work was carried out during 2022 with the Chairman of the Risk Committee, on organizing these meetings and restructuring the agenda in order to improve the efficiency of the meetings; included business items on the agenda of its meetings; V set up simultaneous translation of the meetings of the US Risk V Committee to promote fluidity of discussions. In respect of fiscal year 2022, Natixis conducted an internal assessment to review the structure and operation of the Board of Directors and its Special Committees and evaluate their overall performance. This assessment notably focused on the following themes:
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 70 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 the "raison d’être", strategy and risk management (objectives, V scope and responsibilities); the directors and makeup of the Board of Directors; V the leadership of the Board of Directors; V the structure and processes with regard to the Board of Directors, V Audit Committee, Risk Committee, US Risk Committee, Compensation Committee, Appointments Committee, Strategic Committee, ESR Committee; culture and corporate values. V Each director as well as the non-voting member and the Chairman of the Board of Directors answered the questionnaire in an individual interview. The CSE representatives and the members involved in the US Risk Committee also participated in individual interviews. In addition, in accordance with the recommendations of the Afep-Medef code, as part of the assessment of the actual contribution of each director to the work of the Board of Directors, each of them was invited to assess the individual skills of the Board members. The results of the interviews were summarized in an evaluation report that was presented to the Appointments Committee and then to the Board of Directors on December 15, 2022. This assessment shows that the Board of Directors has a good balance in its composition. In general, the directors believe that the governance is of high quality and note the professionalism, including within the Special Committees. In addition, the strategy is well understood by all directors. With regard to risk management, the directors noted that significant progress has been made in terms of education, documentation and communication. As improvements, the directors note that the Board is focused on its regulatory obligations and would like to devote more time to strategic and business matters. The directors believe that the on-boarding of new directors could more systematically include meetings with the other directors and the main executives. Lastly, they note the usefulness of implementing a succession plan for the Chairmen of the Special Committees. Director training 2.2.1.5 Natixis renewed the training program for Board members in 2022. The training program implemented complements the existing one for the members of the BPCE Supervisory Board. The program covers three areas: “fundamentals” training for new Board members and others V interested in participating. It comprises modules to give Board members a useful understanding of the issues discussed at Board Meetings; “expertise” training on technical or complex issues so that Board V members can properly understand, monitor and validate technical or complex matters discussed at Board Meetings. The modules are spread over the course of the year and cover areas such as accounting and financial matters, risk management, director liability (civil, criminal and regulatory), capital markets activities, compliance principles, cybersecurity etc.; a “thematic/news” training focus on subjects that are particularly V challenging or relevant to Natixis’ business lines The training is provided by internal, and occasionally, external trainers. In fiscal year 2022, 17 training sessions were also organized and also open to members of the BPCE Supervisory Board and the representatives of the Social and Economic Committee. Directors were also invited to attend sessions held by BPCE for the latter's Supervisory Board members. The training provided by Natixis in 2022 covered the following topics: cybersecurity; V the macro-economic impacts of the crisis in Ukraine; V prudential regulations: solvency and liquidity; V capital management and RWA; V induction process for new directors (Natixis strategy, business V lines and values); market and financial market activities (fundamental module, V expertise module); the "Risk Appetite Framework"; V presentation of the business lines, activities and operations of the V Asset Management company “MIROVA”; the Risk Management Framework; V model risk management; V credit risk management and governance; V valuation mechanisms; V the ESR strategy; V HR issues and compensation mechanisms; V non-compliance risks management; V director’s liability (civil, criminal, and regulatory). V
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 71 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The non-voting member 2.2.1.6 First name/ Last name Age (as of 31/12/2022) Nationality First appointed End date of the term of office Non-voting member Henri Proglio 73 French 04/04/2019 2023 AGM As of April 4, 2019, Natixis’ Board of Directors includes a non-voting member, Henri Proglio. He was an independent director until November 17, 2018, the end of his twelve-year term as member of the Supervisory Board and then as a Board member of Natixis. His knowledge of the Group dating back to 2006, his recognized 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. He attends Board of Directors Meetings in an advisory capacity and contributes to the work of the Compensation Committee and the Strategic Committee. The non-voting member received compensation totaling €25,000 in 2022, which is deducted from the directors’ compensation package. Special Committees: 2.2.2 offshoots of the Board of Directors To assist it in its review process, prepare some of its deliberations and comply with the French Monetary and Financial Code, Natixis’ Board of Directors has seven Special Committees: an Audit Committee, a Risk Committee, a US Risk Committee, a Compensation Committee, an Appointments Committee, a Strategic Committee, and an Environmental and Social Responsibility Committee (ESR) each chaired by an independent director. On May 12, 2022, the Board of Directors decided, subject to approval by the General Shareholders’ Meeting of May 24, 2022 (pursuant to resolutions No. 6 to No. 9), to reappoint, with effect from the end of said General Shareholders’ Meeting, Dominique Duband, Philippe Hourdain, Anne Lalou and Laurent Seyer to their positions on the Special Committees of the Board of Directors of Natixis, namely: Dominique Duband as member of the ESR Committee and the V Strategic Committee; Philippe Hourdain as member of the Appointments Committee V and the Strategic Committee; Anne Lalou as Chairwoman and member of the Strategic V Committee, Chairwoman and member of the ESR Committee, member of the Appointments Committee and member of the Compensation Committee; Laurent Seyer as Chairman and member of the Risk Committee, V Chairman and member of the US Risk Committee, member of the Audit Committee, member of the ESR Committee and member of the Strategic Committee. The General Shareholders’ Meeting of May 24, 2022 approved the renewal of the terms of office of Dominique Duband, Philippe Hourdain, Anne Lalou and Laurent Seyer as Directors. The Audit Committee 2.2.2.1 A – Organization The Audit Committee has five members. As of February 8, 2023, its members are: Catherine Pariset Chairwoman BPCE, represented by Catherine Halberstadt Member Sylvie Garcelon Member Valérie Savani (since December 15, 2022 – position previously held by Didier Dousset) Member Laurent Seyer Member The Audit Committee’s Chairwoman and members have extensive accounting and financial expertise gained over the course of their professional careers. Two of the five members are independent (Catherine Pariset and Laurent Seyer). Catherine Pariset chaired the Audit Committee for the entire period. The Audit Committee does not have two-thirds independent members, as recommended by the Afep-Medef code, in order to ensure representation of the various components of its majority shareholder (members from the Caisses d’Epargne and the Banques Populaires, and a BPCE representative) but it is consistently chaired by an independent director (see the summary table of compliance with the recommendations of the Afep-Medef code in section [2.1.3] of this chapter). Furthermore, the opinions and recommendations of the Audit Committee are adopted if the majority of members present, including the Chairwoman, vote for them. B – Role and powers Natixis’ Audit Committee has Internal Rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on February 9, 2017. Under the authority of the Natixis Board of Directors, the Audit Committee’s primary duties are: checking the clarity of information published by Natixis, assessing V the relevance of the accounting methods adopted for the preparation of Natixis’ individual and consolidated financial statements, monitoring the process of preparing financial information (preparing the financial statements, the management report, etc.) and making recommendations to guarantee the integrity of the information; monitoring the statutory audit of the quarterly, half-yearly and V annual consolidated financial statements and annual individual financial statements, as well as Natixis’ draft budgets and material off-balance sheet commitments, far enough in advance to allow their presentation to Natixis’ Board of Directors; and the half-yearly and annual management reports;
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 72 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 monitoring the effectiveness of the internal control and risk V management framework with regard to the procedures for preparing and processing accounting and financial information; ensuring the Statutory Auditors’ adherence to the independence V conditions by which they are bound; accordingly, the Committee must: ensure that the fee amount paid by Natixis, or the percentage of V the net sales of the firms and networks represented by that fee, does not, by its nature, undermine the independence of the Statutory Auditors, establish the rules governing the services that the Statutory V Auditors may provide and governing the authorization of services other than the certification of the financial statements; monitoring the Statutory Auditors’ performance of their duties; V submitting a recommendation to Natixis’ Board of Directors for the V appointment of Statutory Auditors or auditing firms; reviewing the Statutory Auditors’ work schedule, the results of their V audits and their recommendations, and any follow-up action thereof; reporting regularly to the Board of Directors on the performance of V its duties. It also reports on the results of the certification of the financial statements, the way in which this duty contributed to the integrity of the financial information and the role it played in this process. Any difficulty encountered is reported without delay. The Company’s Chief Executive Officer provides the Audit Committee with any documents and information it needs to perform its duties. The following list is not exhaustive: financial, accounting and regulatory documents periodically V established by the Company, both in individual and consolidated form; summary reports of the Company’s Statutory Auditors; V any audit reports concerning the Company; V accounting policies and methods applied within the Company; V consolidated budgets, as well as any related documents provided V to the Board of Directors or, if applicable, the Audit Committee of the principal subsidiaries. The Audit Committee may submit to the Board of Directors any proposals to conduct an audit, especially concerning the financial statements of the Company and its subsidiaries. The Committee may also, if it deems it appropriate, call on the skills of outside experts or consultants for the purpose of explaining any topic that falls under its remit. The Audit Committee meets at least once a quarter. Minutes of the Audit Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are shared with the Audit Committee members and approved at the following session. The Board of Directors is made aware of the Audit Committee’s work so that it can make fully informed decisions. C – Work of the Audit Committee in 2022 The Natixis Audit Committee met six times in fiscal year 2022. The attendance rate was 93% for the year as a whole. Each director’s individual attendance rate at Audit Committee Meetings is provided in section [2.1.4] of this chapter (see the directors’ individual fact sheets). Within a reasonable amount of time before a Committee Meeting, a file containing the items on the agenda is sent to each director via a secure digital platform for review and analysis in preparation for the meeting. For each matter submitted for review and analysis, the Audit Committee had the opportunity to hear from relevant Natixis personnel as well as to familiarize itself with reports on these matters. The Audit Committee monitored the statutory audit of Natixis’ yearly, half-yearly and quarterly, parent company and consolidated financial statements, as well as its draft budgets, before they were presented to Natixis’ Board of Directors. Depending on the agenda, various Audit Committee Meetings were also attended by Natixis’ Chief Financial Officer, the Chief Risk Officer, the General Counsel as well as the Head of Accounting and Ratios and the Natixis and BPCE General Inspection Departmental heads. The Statutory Auditors are also present. For the purposes of performing the audit, the Audit Committee heard the presentations of the Finance Department and the comments of the Statutory Auditors at the closing of the annual financial statements and at the review of the half-year and quarterly financial statements. In fiscal year 2022, the Audit Committee’s duties focused on the following items in particular: Financial position Review and approval of the individual and consolidated financial statements for fiscal year 2021 V Statutory Auditors’ observations and draft report V Approval of the quarterly and half-yearly consolidated financial statements V Review of the 2023 budget and 2022 forecast V Review of the results of the sharing arrangements resulting from the partnership agreements for the US affiliates V of Natixis Investment Managers and DNCA Other items Statutory Auditors’ audit plan for 2022, budget allocated for audits, and follow-up on completed/ongoing audits V Follow-up on Statutory Auditors’ fees for 2022 (certification and other assignments) V Follow-up on Statutory Auditors’ fees for non-audit assignments V Information on prior authorizations given by the leader of the Audit Committee for the completion of the Statutory V Auditors’ services Update on the preparation of the 2022 reports V Presentation of progress relating to the Valuation framework V Proposed sale of the Insurance and Payments businesses to BPCE: impact on Natixis’ capital V Review of Natixis’ financial trajectory after the disposal of the Insurance and Payments business lines to BPCE V Discussion session between the members of the Audit Committee and the Statutory Auditors, without the presence V of management
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 73 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The Risk Committee 2.2.2.2 A – Organization The Risk Committee is composed of five members. As of February 8, 2023, the Risk Committee was composed as follows: Laurent Seyer Chairman BPCE, represented by Catherine Halberstadt Member Catherine Pariset Member Christophe Pinault Member Laurent Roubin Member Two of the five members are independent (Catherine Pariset and Laurent Seyer). It should be noted that the opinions and recommendations of the Risk Committee are adopted if the majority of members present, including the Chairman, vote for them. The Chairman and the members of the Risk Committee have an enhanced understanding of Natixis’ risk management and internal control as a result of their extensive expertise gained over the course of their professional careers. The Risk Committee has been chaired by Laurent Seyer since December 13, 2021. B – Role and powers Natixis’ Risk Committee has Internal Rules specifying its powers and its operating procedures, the latest version of which was approved by the Board of Directors on November 7, 2017. Under the authority of the Natixis Board of Directors, the Risk Committee’s primary duties are, in particular: advising the Board of Directors on the bank’s overall strategy and V risk appetite, both current and future; assisting the Board of Directors when it checks the V implementation of that strategy by the Executive directors and by the Head of Risk Management; issuing an opinion on the procedures established by Natixis that V are used to ensure compliance with regulations as well as risk monitoring and control; to that end, it receives the reports on risks, specifically operational, market or counterparty risks, prepared at the behest of the Company’s Chief Executive Officer; monitoring the effectiveness of the internal control and risk V management frameworks; assisting the Board of Directors in determining guidelines and V verifying that the Executive directors have properly implemented the supervisory mechanisms (especially in terms of the separation of duties and the prevention of conflicts of interest), that ensure the Company is effectively and prudently managed; reviewing, pursuant to its remit, whether the prices of products and V services proposed to clients are compatible with Natixis’ risk strategy. If these prices do not correctly reflect the risks, the Committee presents the Board of Directors with an action plan to remedy the situation; reviewing, without prejudice to the responsibilities of the V Compensation Committee, whether the incentives set out by Natixis’ compensation policy and practices are compatible with the latter’s situation with regard to the risks to which it is exposed, its capital, its liquidity and the probability and scheduling of the expected benefits; assisting the Board of Directors in reviewing the aforementioned V governance mechanism, assessing its effectiveness and ensuring that corrective measures have been taken to remedy any shortcomings; regularly examining the strategies and policies governing the V taking, management, monitoring and reduction of the risks to which Natixis is or could be exposed, including risks created by the economic environment. To that end, at least once a year the Risk Committee analyzes the documents used to define and monitor Natixis’ risk appetite, namely the Risk Appetite Statement and the Risk Appetite Framework. The Risk Committee also studies the results of internal stress tests as well as measures of consumption of economic capital. The Risk Committee studies all limit changes between two annual reviews, including changes to industry-based limits; examining compliance risk monitoring-related items at least once V a year, pursuant to Article 253 of the French Ministerial Order of November 3, 2014 on internal control of banking sector businesses, payment services, and investment services; giving its opinion on the appointment and dismissal of the Head of V the General Inspection Department at Natixis; ensuring that the findings of assignments carried out by the V General Inspection Department and by regulatory and supervisory authorities (specifically the French Prudential Supervisory Authority) are followed up on. To that end, a summary of General Inspection Department reports on Natixis and its subsidiaries is prepared for the Risk Committee, which also receives all reports from the regulatory and supervisory authorities (specifically the ACPR) on Natixis and its subsidiaries; addressing Natixis’ annual internal audit program, including audits V of subsidiaries, with this program being presented to the Committee at least one week prior to its approval. At the proposal of the Chairman, the Risk Committee may, if deemed appropriate by the Committee and after consulting the Chairman of the Board of Directors, invite to its meetings any Natixis manager (including managers of one of the main subsidiaries or the Chairman of its Risk Committee) who is able to shed light on issues handled by the Risk Committee. It can also invite the Chief Financial Officer, the Chief Risk Officer, the General Counsel, the Natixis Head of General Inspection, the BPCE Head of General Inspection, and Natixis’ Statutory Auditors. The Chief Risk Officer, the Compliance Officer, and the Natixis Head of General Inspection have permanent direct access to the Risk Committee. Minutes of the Risk Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are shared with the Risk Committee members and approved at the following session. The Board of Directors is made aware of the Risk Committee’s work so that it can make fully informed decisions. C – Work of the Risk Committee in 2022 The Natixis Risk Committee met seven times in fiscal year 2022. The attendance rate was 88% for the year as a whole. Each director’s individual attendance rate at Risk Committee Meetings is provided in section [2.1.4] of this chapter (see directors’ individual fact sheets). Within a reasonable amount of time before a Committee Meeting, a file containing the items on the agenda is sent to each director via a secure digital platform for review and analysis in preparation for the meeting.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 74 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In fiscal year 2022, the Risk Committee’s duties focused on the following items: Risk management Quarterly review of the key points from the risk dashboard and the bank’s risk environment outlook V Annual review of the risk appetite framework (RAF) and the indicators defined in accordance with the French V Ministerial Order of November 3, 2014 Update on the risk appetite framework (RAF) following the Pléiade project V Ad hoc review of risk appetite framework (RAF) indicators V Summary of the main changes in risk policies V Model risk management update V Updates on the implementation of the BCBS239 principles and the BCBS239 self-assessment V Presentation of the ICAAP report, with a focus on the economic capital component V Presentation of economic capital consumption indicators at March 31, 2022, June 30 and September 30, 2022 V Update on internal stress test results V Liquidity issues, including review of analyses on the evolution of the liquidity situation, review of liquidity risk V tolerance and liquidity risk strategies, policies, procedures, systems, tools and limits and underlying assumptions, review of the ALM standards, review of the results of alternative stress scenarios, and review of contingency plans Review of the market risk management framework V Check that the compensation policy is compatible with the risks V Examination of the adequacy of the prices of products and services offered to clients with the risk strategy of V Natixis Reporting of Securities Based Swap Dealer exposures V Internal control Review of assignments conducted by Natixis Internal Audit and Group General Inspection during the fiscal year V Presentation of the report on internal control V Evaluation of the effectiveness of the internal control framework and procedures in place, in accordance with the V French Ministerial Order of November 3, 2014 Presentation of the 2022 Natixis Internal Audit budget V Review of the 2022 audit plan V Review of Group General Inspection and internal audits of CIB and AWM V Presentation of the 2023 draft audit plan for Natixis CIB V Review of CIB and AWM internal audits V Follow-up of internal audit recommendations V Compliance Update on cybersecurity and technological risks V Compliance status and regulatory reporting (BCP, outsourcing) V Update on compliance monitoring activity and results (bi-annual review) V Annual MIFID II update (product governance, registration system and complaints) V Others Update on risk management and compliance at Natixis IM V Presentation of the M&A Boutiques Governance model V Update on the Apollo and IRB Repair programs V Update on the activity, strategy and risks of several business lines (FX & Rates, Commodities, V Distribution/Syndication, Trade Finance) Review of the SREP letter and follow-up letters and action plans following on-site inspections (OSI) of the European V Central Bank
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 75 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The US Risk Committee 2.2.2.3 The US Risk Committee was created in 2016 to meet an American regulatory requirement (Dodd Frank Act) applicable to foreign banks established in the United States and meeting certain activity threshold criteria. A – Organization In order to take into account the particularities of the US regulatory environment, the US Risk Committee is now composed of seven members (namely the five members of the Risk Committee and two members based in the United States). As of February 8, 2023, its members are: Laurent Seyer Chairman BPCE, represented by Catherine Halberstadt Member Catherine Pariset Member Christophe Pinault Member Laurent Roubin Member Catharine Lemieux Member (a) Ronald Cathcart Member (a) Ronald Cathcart and Catharine Lemieux joined the US Risk Committee as (a) associate members based in the United States at the end of the meeting of May 6, 2022. The Committee wished to add their specific expertise in risk management and their in-depth knowledge of the US regulatory environment. This reinforces the Committee’s collective expertise to serve its mission of supervising the CUSO (Combined US Operations) environment. B – Role and powers The US Risk Committee is tasked with monitoring the management of risks related to Natixis’ combined US Operations. C – Work of the US Risk Committee in 2022 The US Risk Committee met five times in fiscal year 2022. Its work focused on the following points: Risk management framework: Annual review of the USRC Charter and changes in the V composition of the Committee, Annual review of the “risk management framework” policy, V Annual assessment of the quality of the risk management V framework, Validation of the 2022 annual action plan, V Human resources review of the risk and compliance functions, V Risk management: Update on risk tolerance and exposure, V Annual review of CUSO policies: V “Enterprise Risk Management”, V Model risk management, V Identification and assessment of risks, V Annual risk appetite review, V Annual review of the US Contingency Funding Plan. V Compliance, permanent control, internal control: Update on the compliance risk management program, V Review of the compliance function dashboard, V Review of the cybersecurity report, V Update on the management of cybersecurity vulnerability patches, V Quarterly review of the control plan and monitoring of identified V problems (“issues”). Regulatory news: Periodic review of the regulatory environment. V Internal audit: Periodic monitoring of the conclusions of the Loan Review and the V Audit. Business line presentations: Update on the activity of the business lines, V Detailed update on the Real Estate & Hospitality Finance, V Acquisition & Strategic Finance business line, on the main affiliates of Natixis IM US.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 76 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compensation Committee 2.2.2.4 A – Organization The Compensation Committee has six members. As of February 8, 2023, the Compensation Committee consisted of: Nicolas de Tavernost Chairman Dominique Garnier Member Anne Lalou Member Catherine Leblanc Member Christophe Pinault Member Diane de Saint Victor Member Three of the members are independent (Anne Lalou, Diane de Saint Victor and Nicolas de Tavernost). The Compensation Committee has been chaired by Nicolas de Tavernost since August 6, 2013. Henri Proglio (non-voting member) also participates in the meetings of the Compensation Committee. The number of independent directors on the Compensation Committee is not greater than half the total number of members, despite the recommendation of the Afep-Medef code. It has a balanced composition (50% independent, 50% non-independent) and is chaired by an independent director (see summary table on compliance with Afep-Medef code recommendations in section [2.1.3] of this chapter). Furthermore, the opinions and proposals of the Compensation Committee are adopted if the majority of members present, including the Chairman, vote for them. B – Role and powers The role of Natixis’ Compensation Committee is to prepare the decisions that Natixis’ Board of Directors issues with regard to compensation, including that of Natixis employees who have a significant impact on the Company’s risk. The Compensation Committee’s powers and operating procedures are detailed in the Internal Rules, the latest version of which was approved on December 17, 2014 by the Board of Directors. The Compensation Committee is responsible for submitting proposals to Natixis’ Board of Directors concerning: the amount and terms of compensation paid to the Chairman of V the Board of Directors of Natixis, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; the amount and terms of compensation paid to the CEO and, V where applicable, one or more Deputy CEOs, including benefits in kind, pension plans and collective personal protection insurance, as well as the allocation of stock options or share purchases; rules for allocating compensation to Natixis directors and the total V amount submitted to the shareholders at Natixis’ General Shareholders’ Meeting for a decision; the monitoring of the compensation of the Chief Risk Officer and V the Compliance Officer; whether Natixis’ compensation policy complies with regulations, V including for the category of staff referred to in the French Ministerial Order of November 3, 2014, as well as for employees referred to in French Law No. 2013-672 on the Separation and Regulation of Banking Activities (“SRAB”) and Section 619 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), or regulated categories of staff within Asset Management (AIFMD) or Insurance activities (Solvency II); the annual review of Natixis’ compensation policy, specifically V those employee categories whose professional activities are likely to have a significant impact on the risk profile of Natixis or the Group. The Compensation Committee may have cause to review and issue an opinion on the insurance taken out by Natixis to cover its Executive directors’ liability. The Compensation Committee examines employee savings schemes. Natixis’ Chief Executive Officer provides the Compensation Committee with any documents that may assist it in performing its duties and to ensure it is fully informed. The Compensation Committee relies, where necessary, on Natixis' Internal Control Departments or external experts. Minutes of the Compensation Committee meetings are prepared by HR in conjunction with the Secretary of the Board of Directors. These minutes are shared with the Compensation Committee members and approved at the following session. The Board of Directors is made aware of the Committee’s work so that it can make fully informed decisions. C – Work of the Compensation Committee in 2022 The Compensation Committee met four times in fiscal year 2022. The attendance rate was 96% for the year as a whole. Each director’s individual attendance rate at Compensation Committee Meetings is provided in section [2.1.4] 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 a secure digital platform for review and analysis in preparation for the meeting.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 77 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In 2022, the Committee focused on the following areas: Executive corporate officers Review of the compensation of the Chairman of the Board of Directors for 2021 fiscal year and approval of the V compensation principles for the fiscal year 2022 Review of the compensation of the Chief Executive Officer for 2021 fiscal year and validation of the compensation V principles for fiscal year 2022 Compensation policy and regulations 2022 variable compensation of the Chief Executive Officer and discussions on strategic criteria V Compensation components of the new Chief Executive Officer V Compensation policy for members of the Board of Directors V Compensation components of the new Chairman of the Board of Directors V Review of regulatory aspects V Update of Natixis’ compensation policy V Variable compensation allocated in respect of 2021 fiscal year V Variable compensation in respect of fiscal year 2021 for the control functions and regulated staff V Changes on the 100 highest compensations + executives and heads of control functions of the European affiliates V of the AWM division Framing of variable compensation packages for 2022 fiscal year V NCIB’s 2022 variable compensation package trajectory V Policy on deferred variable compensation V Deferred variable compensation: update on acquisitions under previous deferred (PFP) plans and information on V the consequences of the distribution in the context of the acquisition by BPCE of the Insurance and Payments business lines Annual review of the recommendations of the Afep-Medef Code relating to compensation V Individual information on the 100 highest compensations and on the executives & heads of control functions of the V European affiliates of the AWM division Equal pay policy and professional gender equality and annual update on equal pay V Update on employee savings plans V Update on the results of the 2021 gender equality index V Review of specific Risk and Compliance targets (2021 review & presentation of 2022 targets) V Conclusions of the audit mission on CRD risk takers V The Appointments Committee 2.2.2.5 A – Organization The Appointments Committee has six members. As of February 8, 2023, its members are: Diane de Saint Victor Chairwoman Philippe Hourdain Member Anne Lalou Member Laurent Roubin Member Valérie Savani (since December 15, 2022 – position previously held by Didier Dousset) Member Nicolas de Tavernost Member Three of the six members are independent (Anne Lalou, Diane de Saint Victor and Nicolas de Tavernost). The number of independent directors on the Appointments 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 is chaired by an independent director (see summary table on compliance with Afep-Medef code recommendations in section [2.1.3] of this chapter). Furthermore, the opinions and proposals of the Appointments 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 Appointments Committee’s work. The Appointments Committee was chaired by Diane de Saint Victor since April 4, 2019 to February 8, 2023 inclusive, the date on which she resigned from her duties as Director, Chairwoman and member of the Appointments Committee, member of the Compensation Committee and Strategic Committee of Natixis. B – Role and powers The responsibilities assigned to Natixis’ Appointments 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 Appointments 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. The Appointments Committee’s primary duties are: issuing an opinion and, upon request from Natixis’ Board, making V proposals and recommendations to the Board of Directors on the appointment of a Chief Executive Officer 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; and
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 78 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 periodically reviewing the policies of the Board of Directors on V selecting and appointing Natixis’ executive directors, if applicable the Deputy Chief Executive Officers and the Chief Risk Officer and making recommendations thereon. Qualification as an independent director is discussed by the Appointments Committee, which prepares a report for the Board of Directors. Each year, before the publication of the annual report, based on this 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 [2.2.1.2 A] of this chapter). Minutes of the Appointments Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are shared with the Appointments Committee members and approved at the following session. The Board of Directors is made aware of the Committee’s work so that it can make fully informed decisions. C – Work of the Appointments Committee in 2022 The Appointments Committee met five times in fiscal year 2022. The attendance rate was 90%. Each director’s individual attendance rate at Appointments Committee Meetings is provided in section [2.1.4] of this chapter (see directors’ individual fact sheets). Within a reasonable amount of time before a Committee Meeting, a file containing the items on the agenda is sent to each director via a secure digital platform for review and analysis in preparation for the meeting. In 2022, the Committee focused on the following areas: Independence of directors Verification of independence criteria for each director and assessment of the qualifications of independent V directors Makeup of the Board of Directors and reorganizing governance Analysis of the qualifications needed for the duties carried out on the Board of Directors V Assessment of the balance and diversity of knowledge, skills and experience available to the directors individually V and collectively, including the review of the skills mapping of the members of the Board of Directors and of the Special Committees Identification of a person or a dominant group within the Board of Directors who might be detrimental to Natixis’ V interests Opinion on the co-opting and appointment of the new Chairman of the Board of Directors V Opinion on the appointment of Natixis’ new Chief Executive Officer V Opinion on the co-opting of three directors and their appointment to the Special Committees V Summary of the assessment of the work of the Board of Directors and its Special Committees for fiscal year 2021 V and fiscal year 2022 Launch of the succession process for the Chief Executive Officer of Natixis V Review of the succession plan for the Chief Executive Officer V Annual review of governance policies V Review of the draft resolutions relating to the composition of the Board of Directors to be submitted to the General V Shareholders’ Meetings of March 22 and to the Annual General Shareholders’ Meeting of May 24, 2022 D – Succession plan for executive corporate officers With regard to the succession plan for the Chairman of the Board of Directors of Natixis, it should be noted that pursuant to an internal governance rule specific to the Group, the Chairman of the BPCE Management Board is also the Chairman of the Natixis Board of Directors. As part of its work, the Appointments Committee reviews on a regular basis the succession plan for the Chief Executive Officer. Through its work and discussions, the Appointments Committee has developed a plan that is adapted to short-, medium- and long-term situations while making diversity, in all its components, a key element. The Committee enlisted the services of a specialized consulting firm to assess and implement the plan. The Chairman of the Board of Directors was involved in the preparation of this plan both to ensure its consistency with the practices of the Company and more broadly of Groupe BPCE, and to take into account the high potential internal profiles of the Group. To carry out its mission, the Appointments Committee keeps the Board of Directors informed of the progress of its work and coordinates with the Compensation Committee. The Strategic Committee 2.2.2.6 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 are 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. 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 – Activity of the Strategic Committee in 2022 The Strategic Committee meets at least once a year. In 2022, the Strategic Committee met once. The attendance rate was 81%.
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 79 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Each director receives the documents related to the agenda within a reasonable timeframe via a secure digital platform. In 2022, the Natixis Strategic Committee examined the following points: the macro-financial environment; V talents; V energy; V technology; V geopolitical developments in APAC; V external growth opportunities in Asset Management. V The Environmental and Social 2.2.2.7 Responsibility (ESR) Committee A – Organization The ESR Committee has four members: Anne Lalou Chairwoman Dominique Duband Member Sylvie Garcelon Member Laurent Seyer Member Two of the members are independent (Anne Lalou and Laurent Seyer). The ESR skills of the four members are recognized by the Board of Directors. Laurent Seyer, Chairman of the Risk Committee, provides his expertise in terms of risks and facilitates coordination of work with the Risk Committee. B – Role and powers Natixis’ ESR Committee has Internal Rules specifying its powers and its operating procedures, which were approved by the Board of Directors on December 17, 2020. In general, the ESR Committee ensures, in accordance with Article L.225-35 of the French Commercial Code, that environmental and social issues are taken into account by the Board of Directors when determining the Company’s business guidelines and their implementation. The main tasks of the Committee are: to review the Group’s ESR strategy and commitments, particularly V in relation to the green and sustainable finance strategy of all its business lines; to examine the results of actions taken by Natixis to reduce its own V environmental footprint (control of resource consumption, waste management and mobility practices) and that of its financing and investment activities; to monitor employee awareness-raising measures; V to examine, in conjunction with the Compensation Committee, the V procedures for taking into account non-financial criteria in the compensation policy for executive corporate officers; to examine ESR risks in conjunction with the Risk Committee and V the impact of environmental and societal issues in terms of investment, economic performance and reputation; to monitor the reporting systems, the preparation of non-financial V information and, in general, any information required by current ESR legislation in relation to Groupe BPCE. Minutes of the ESR Committee Meetings are prepared by the secretary of the Board of Directors. These minutes are shared with the ESR Committee members and approved at the following session. The ESR Committee reports on its work to the Board of Directors and more specifically presents its conclusions for discussion and, where applicable, for deliberation. C – Activity of the ESR Committee in 2022 The ESR Committee met twice during the 2022 fiscal year. The attendance rate was 100%. Each director’s individual attendance rate at ESR Committee Meetings is provided in section [2.1.4] of this chapter (see directors’ individual fact sheets). Within a reasonable amount of time before a Committee Meeting, a file containing the items on the agenda is sent to each director via a secure digital platform for review and analysis in preparation for the meeting. In 2022, the Committee focused on the following areas: Strategy The ESR function within the Group: structure, organization and committees V Review of the ESR KPIs V Strategic Plan and other indicators V Review of the ESR criteria used as part of the executive compensation policy V Other items Review of the monitoring of Natixis environmental footprint V The sustainable finance market: main products and positioning V Regulatory and judicial overview V Direct impacts of Natixis S.A., sobriety plan and MyGreenFootPrint demonstration V
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 80 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Senior Management 2.2.3 As of February 8, 2023, Senior Management is structured around the Chief Executive Officer, Stéphanie Paix, and the Senior Management Committee, whose activities for 2022 are detailed below (see section [2.2.3.4] below). The members, alongside the Chief Executive Officer, were as follows: Nathalie Bricker (Chief Financial Officer, Executive director); V Jennifer Baert (1) (General Counsel in charge of compliance, legal, V sustainability, governance & regulatory affairs; Executive director); Mohamed Kallala (Global Head of Natixis Corporate & Investment V Banking businesses); Rajâa Meghar (2) (Chief Risk Officer); V Tim Ryan (Head of Asset and Wealth Management division); V Véronique Sani (Chief Operating Officer); V Cécile Tricon-Bossard (Chief Human Resources Officer). V The Senior Leaders, whose activity is detailed below (see Section [2.2.3.5] below), brings together, in addition to the members of the Senior Management Committee, the heads of certain core business lines and support functions essential to the running of the Company. Gender balance within the 2.2.3.1 Senior Management Committee and the top 10% of positions with the highest responsibility A – Gender diversity policy within the Senior Management Committee The balanced representation of women and men on the governing bodies, which include the Board of Directors and the Senior Management Committee, is a key issue at Natixis. The diversity policy applied to the Board of Directors is described in section [2.2.1.1. C] of this chapter. In 2019, the Company signed the United Nations Principles for Gender Equality. By signing the seven principles for the empowerment of women, Natixis is committed to implementing gender equality governance at the highest level of the Company. As part of the 2024 strategic plan, Natixis has set itself targets for increasing diversity in all its leadership circles, with a target of 35% by the end of the plan. At the date of publication of the universal registration document, the representation rate of women on Natixis’ Senior Management Committee was 75%. Natixis has thus gone from a Senior Management Committee composed exclusively of men six years ago, to a Committee composed today of two men and six women, each holding strategic positions. Natixis is determined to be exemplary both in terms of significantly increasing the representation of women and as regards the profiles of women who hold the highest positions in support activities and business lines. This rise of women in governing bodies is the result of a specific action plan initiated several years ago structured around: the setting of quantified targets and monitoring in each business V line; strong competency-based Human Resources and recruitment V processes; succession plans that systematically include female profiles; V blended career development programs. V With regard to the latter, in 2019 Natixis built and implemented the “Women’s Sponsorship Program” to enable the most talented female employees to benefit, for one year, from the support of a member of the Senior Leaders. The objective is to promote these female talents, increase their visibility and thus actively prepare their access to career opportunities within Natixis. In addition, coaching programs dedicated to women such as “career success for women” have been offered for more than ten years. They enable employees to develop their leadership skills and assert their ambitions every year. B – Gender balance in the top 10% of positions with the highest responsibility 31% of women hold positions among the top 10% of positions of highest responsibility, which correspond to the Leadership circle of “Ambassador Leaders” (equivalent to the top 200) including the members of the Senior Management Committee and the Senior Leaders of Global Financial Services (GFS). Chief Executive Officer 2.2.3.2 The Chief Executive Officer is responsible for the Natixis’ Senior Management, in accordance with the Board of Directors’ decision of April 30, 2009 to separate the offices of Chairman of the Board of Directors and Chief Executive Officer. Nicolas Namias was appointed by the Board of Directors on August 3, 2020 for a term of four years ending at the close of the Natixis General Shareholders’ Meeting called in 2024 to approve the financial statements for the fiscal year ending December 31, 2023. On October 28, 2022, Nicolas Namias was appointed Chairman of the Management Board of BPCE with effect from December 3, 2022. This change of governance within BPCE implies, in accordance with the Group rule, the appointment of Nicolas Namias as Chairman of the Board of Directors of Natixis and the resignation of the latter from his duties as Chief Executive Officer. Accordingly, the Board of Directors Meeting of December 1, 2022 appointed Stéphanie Paix as Chief Executive Officer of Natixis for a term of four years from December 3, 2022, expiring at the end of the Natixis General Shareholders’ Meeting called in 2026 to approve the financial statements for the fiscal year ending December 31, 2025. Therefore, Stéphanie Paix is, as of December 3, 2022, Executive director of Natixis within the meaning of Articles L.511-13 and L.532-2 of the French Monetary and Financial Code. The Chief Executive Officer may delegate a portion of his/her powers to any corporate officer of his/her choosing, with or without the option of substituting one for another. In light of this fact, Natixis has a comprehensive system for assigning and monitoring delegations of power and of signing authority, which encompasses the delegation of Senior Management Committee to members of the Senior Management Committee. Furthermore, each business line and support function has defined and regularly updates its own signing authority rules, in keeping with the principles laid down by Senior Management. Jennifer Baert was appointed General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs on August 29, 2022, replacing André-Jean Olivier. (1) She was appointed as an Executive director of Natixis by the Board of Directors on February 8,2023. Rajâa Meghar was appointed Chief Risk Officer on January 5, 2023, replacing Franck Leroy. (2)
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 81 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 On the Chief Executive Officer’s recommendation, the Board of Directors may appoint one to five Deputy Chief Executive Officers from among the directors or otherwise to assist the Chief Executive Officer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief Executive Officers. They have the same powers with respect to third parties as the Chief Executive Officer. Disclosure of non-conviction The Chief Executive Officer has not been convicted, directly or indirectly, of fraud, filed for bankruptcy, liquidation, receivership or companies put into administration, convicted and/or punished by the authorities, disqualified from acting as a member of administrative, management or supervisory bodies of an issuer, or from acting in the management or conduct of the business of an issuer within at least the previous five years. Conflicts of interest There is no potential conflict of interest between the duties of the Chief Executive Officer towards Natixis and his private interests and/or other duties towards third parties. In addition, there are no service agreements binding the Chief Executive Officer to Natixis that could confer benefits according to the terms of such an agreement and that might call into question his independence or interfere in his decision-making. Executive directors 2.2.3.3 In accordance with Articles L.511-13 and L.532-2 of the French Monetary and Financial Code, as of February 8, 2023, Natixis has three Executive directors: Stéphanie Paix (1) , Chief Executive Officer; Nathalie Bricker, Chief Financial Officer and Jennifer Baert (2) , General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs. As Executive directors, Stéphanie Paix, Nathalie Bricker and Jennifer Baert stand surety and assume full liability toward the supervisory authorities, and specifically the French Prudential Supervisory Authority and the European Central Bank (ECB), for the following activities: the effective determination of the Company’s activity; V the accounting and financial information; V the internal control; V the determination of capital requirements. V In this context, the Executive directors are authorized to request and receive all useful information from any division, department, controlled entity or subsidiary of Natixis. In the event of the absence of the executive corporate officer, the other Executive directors will ensure business continuity until the Board of Directors appoints a new Chief Executive Officer based on a recommendation by the Appointments Committee. Activities of the Senior 2.2.3.4 Management Committee Following Natixis’ conversion into a joint stock company with a Board of Directors, a Senior Management Committee was set up in early May 2009 in order to examine and validate the Company’s main decisions and steer its management. Barring exceptions, it meets weekly, chaired by the Chief Executive Officer. During fiscal year 2022, it was composed of the heads of the following two business lines: Asset & Wealth Management, Corporate & Investment Banking, as well as of the main managers of the functional departments. Except where circumstances prevented them from doing so, the members of the Senior Management Committee were present at all meetings in 2022. Representatives from the business lines or different support functions were invited to present projects or policies falling within their departmental remits. Work on the 2021-2024 “BPCE 2024” strategic plan, initiated in 2020, continued during 2022. The “BPCE 2024” plan is based on three major areas for Natixis’ business lines: diversifying for the benefit of clients and development, committing to the energy transition and SRI finance, and transforming and investing to create sustainable value. The 2018-2020 “New Dimension” plan enabled Natixis to be recognized by its clients as a house of expertise, driven by an entrepreneurial spirit. The 2021-2024 strategic plan reflects the ambition to continue to develop the business franchises in all regions. 2022 was also marked by the continuation of Groupe BPCE’s project to develop the Group’s business lines and simplify the Group with the transfer of the Insurance and Payments business lines in March 2022. In addition, the Global Financial Services division was created, which brings together Groupe BPCE’s global business lines - Asset & Wealth Management and Corporate & Investment Banking. In 2022, the Senior Management Committee studied and approved all the strategic orientations, but also all the strategic transactions carried out by Natixis during the year, before presentation to the Company’s Board of Directors. In particular, it examined external growth opportunities and supervised various projects and initiatives. In terms of strategic transactions, the Senior Management Committee initiated the final divestment of Coface on January 6, 2022, with the disposal of the remaining capital. In Asset & Wealth Management, Natixis Investment Managers (Natixis IM) and H2O Asset Management finalized the agreement on the unwinding of their partnership on March 25, 2022. Ostrum Asset Management, an affiliate of Natixis Investment Managers, and Seeyond established a draft merger agreement for the absorption of Seeyond by Ostrum Asset Management on November 25, 2022. Natixis IM and La Banque Postale finalized the acquisition by Natixis IM of La Banque Postale’s stakes in Ostrum AM (45%) and AEW Europe (40%) and extended their industrial partnerships in asset management until the end of 2030. With these transactions complete, Natixis IM now owns 100% of Ostrum AM and AEW Europe. These transactions followed consultation with the relevant employee representative bodies and approval from the competent regulatory authorities. Nicolas Namias ceased to be an Executive director of Natixis on December 2, 2022, a position he had held since his appointment as Chief Executive Officer by the Board of (1) Directors on August 3, 2020. Jennifer Baert was appointed Executive director of Natixis by the Board of Directors on February 8,2023. (2)
2 CORPORATE GOVERNANCE Management and oversight of corporate governance 82 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The Senior Management Committee also oversaw the implementation of Natixis’ ESR strategy. Within Corporate & Investment Banking, Natixis CIB, work continued to stabilize the balance sheet temperature trajectory by 2050, in line with the Paris Agreement, based on the proprietary Green Weighting Factor method. Beyond the environmental transition, the Senior Management Committee supported the discussions on the challenges of technological transition for clients and in particular the creation of the Tech Hub by Natixis CIB. The Senior Management Committee also encouraged initiatives in favor of employee engagement and diversity with identified objectives concerning diversity and inclusion for 2024. Natixis reaffirmed its desire to guarantee its employees an inclusive working environment. The Senior Management Committee oversaw the management and monitoring of the impacts of the crisis linked to the war in Ukraine through the implementation of a strengthened monitoring framework for the situation. The Senior Management Committee regularly examined the Company’s business development and results during its meetings throughout the year. It reviewed the annual, half-yearly and quarterly financial statements before their presentation to the Board of Directors. Furthermore, the Senior Management Committee oversaw Natixis’ adaptation to changes in the economic and regulatory environment in the banking sector. Specifically, it regularly monitored any regulatory changes and initiatives. After in-depth discussions with the businesses and support functions involved, the Senior Management Committee approved the main management decisions, and prepared the budget and capital trajectory, the enhanced and Risk Appetite Framework, internal stress tests and ICAAP report. In addition, it approved the terms and conditions governing mandatory annual negotiations and the compensation review policy, the appointment of senior managers, and all significant projects or investments/divestments. Furthermore, the Senior Management Committee monitored the management, risk management and compliance measures within Natixis, and regularly reviewed changes in the Company’s risks, as well as the consequences of audits. It also focused on conduct-related issues. Activities of the Senior Leaders 2.2.3.5 In addition to the members of the Senior Management Committee, the Senior Leaders brings together the heads of certain business lines and support functions essential to the Company’s operations. In 2022, the Senior Leaders met several times during seminars where its members were invited to share their reflections on the orientations proposed by the Senior Management Committee and to integrate managerial information for distribution to the teams. At March 1, 2023, the Senior Leaders has around sixty members.
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 83 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compensation policy 2.3 for corporate officers This part presents: The principles of the compensation policy (i) for non-executive V corporate officers, i.e. directors and Chairman of the Board of Directors, and (ii) executive officers, i.e. the Chief Executive Officer; The elements of compensation paid or allocated in respect of the V past financial year (i) to the Chairman of the Board of Directors and (ii) to the Chief Executive Officer. Information relating to the composition and roles and powers of the Compensation Committee are presented in the section of the chapter on corporate governance (see section [2.2.2.4]). Compensation policy for corporate officers 2.3.1 Natixis' compensation policy is a key element in the implementation of the company's strategy and its sustainability. The Board of Directors ensures that it is in the social interest. It ensures a balance between the different components of compensation and benefits granted, it is adapted to the functions performed and is structured to encourage commitment of employees over the long term and strengthen the attractiveness of the company while not encouraging excessive risk-taking. It reflects the individual and collective performance of the businesses and employees, and incorporates financial performance criteria and qualitative, including in particular criteria relating to the social and environmental responsibility (ESR). It also participates in the alignment over time of the interests of the various stakeholders of Natixis, taking care not to be a vector of conflicts of interest between employees and clients and to promote behaviors in line with Natixis' culture and rules of good conduct, as reflected in the Natixis Code of Conduct. The compensation policy also incorporates the fundamental objectives pursued by Natixis in terms of equality in the workplace and non-discrimination. Directors. Together they make sure the rules are followed: management of conflicts of interest provided for by the provisions applicable laws as well as those provided for by the regulations inside the Board of Directors. In order to guarantee the independence and relevance of the process of determination or revision of the compensation policy, the Remuneration Committee (whose role is detailed in the section 2.2.2.4 of this chapter) conducts an annual review of the principles of the compensation policy and makes proposals to the Board of Natixis' compensation policy complies strictly with the regulatory framework specific to countries and sectors of activity in which Natixis operates, including, by way of illustration, CRD, SRAB and Volcker Law, AIFMD, UCITS, IFD, MIFID and IDD. The compensation of executive corporate officers falls within the framework of the Natixis compensation policy applicable to all employees, which is detailed, in particular for the categories of staff whose professional activities have a significant impact on Natixis' risk profile, in the annual report on remuneration policies and practices published each year before the general meeting of shareholders. The two main principles underlying the fixing of the elements of remuneration of the executive corporate officers of Natixis by the Board of Directors after consulting the Compensation Committee are the following : The competitiveness of the various components, measured on the V basis of comparisons with market practices for similar items; The link with performance. V COMPETITIVENESS PERFORMANCE INDIVIDUAL AND COLLECTIVE FINANCIAL AND EXTRA-FINANCIAL CRITERIA COMPARISON WITH MARKET PRACTICES In exceptional circumstances, the Board of Directors may adapt certain provisions of the compensation policy, while maintaining an approach that is coherent with the main principles of this policy. If there is a change in governance or a new corporate officer is appointed, the Board of Directors monitors compliance with the core principles of the compensation policy and may decide to deviate therefrom depending on the interested parties’ profiles.
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 84 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Non-executive corporate officers 2.3.2 The members of the Board of Directors of Natixis receive compensation subject to the terms and conditions set out below. The overall annual budget for compensation to be allocated to members of the Board of Directors was once again capped at €650,000 for the 2022 fiscal year (see the 36 th resolution of the Combined General Shareholders’ Meeting of May 19, 2015). On the basis of fifteen directorships and one non-voting member, the compensation of the members of the Board of Directors complies with the following rules: Governing body Compensation Fixed portion (prorated to the term of office) Variable portion Board of Directors Chairman N/A N/A Member €8,000 €2,000/meeting (capped at seven meetings) Audit Committee Chairman €17,000 €2,000/meeting (capped at six meetings) Member €3,000 €1,000/meeting (capped at six meetings) Risk Committee (including the US Risk Committee) Chairman €17,000 €2,000/meeting (capped at ten meetings) Member €3,000 €1,000/meeting (capped at ten meetings) Appointments Committee Chairman €15,000 €2,000/meeting (capped at three meetings) Member €2,000 €1,000/meeting (capped at three meetings) Compensation Committee Chairman €15,000 €2,000/meeting (capped at four meetings) Member €2,000 €1,000/meeting (capped at four meetings) ESR Committee Chairman €12,000 €2,000/meeting (capped at two meetings) Member €2,000 €1,000/meeting (capped at two meetings) Strategic Committee Chairman N/A €12,000/meeting (capped at one meeting) Member N/A €2,000/meeting (capped at one meeting) Board Members receive a fixed portion of €8,000 per year for participating in Board Meetings as well as a variable portion of €2,000 per meeting, attributable according to their attendance, with the number of meetings paid over a full year being capped at seven; as a result, the maximum amount paid for meetings of the Board of Directors may not exceed €22,000 for any directorship. This amount will be divided between incoming and outgoing Directors in the event of a change in the composition of the Board of Directors during a given fiscal year. In addition, compensation is earned for participation in the Board’s various Special Committees, if applicable, as presented in the table above. As an example, a director who is also a member (not a Chairman or Chairwoman) of all the Committees would receive €61,000 over a full year for 100% attendance of all the meetings of the Board of Directors and of the Committees. Given the workload and responsibilities involved in the tasks of Committee Chairs, the compensation paid to them is greater than that paid to the Committee members. Moreover, in accordance with the rules applicable within Groupe BPCE, the portion of directors’ compensation going to BPCE directors is granted and paid directly to BPCE and not to the directors. Given the waiver by the Chairman of the Board of Directors of any compensation due in respect of his office as a director, it is specified, as necessary, that this policy does not apply to the Chairman of the Board of Directors. The methods for distributing the fixed and variable compensation of directors were approved by the Board of Directors for the fiscal year 2023, being noted that these may be adapted by the Board of Directors in the event of a change in its composition or a change to take account of an increase in workload or responsibilities. It is specified that the duration of the terms of office of the members of the Board is detailed in the summary table of the composition of the Board of Directors. Furthermore, the appointment and revocation conditions of the Board of Directors’ members are referred to in Article L.225-18 of the French Commercial Code. Any Board member can also resign his or her position without providing a reason. In the event of director’s vacancy by death or resignation, the Board of Directors can, between two General Shareholders’ Meetings, make temporary appointments. Appointments made by the Board of Directors are subject to ratification to the next General Shareholders’ Meeting. And finally, no director is bound by an employment contract and/or a services agreement with the Company.
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 85 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Chairman of the Board 2.3.3 of Directors The compensation of the Chairman of the Natixis Board of Directors is determined by the Board of Directors in consideration of the Chairman’s experience and by benchmarking against the market. The Chairman of the Board of Natixis has received a specific compensation of €300,000 gross per year since June 1, 2018. On this basis and in accordance with the principles approved by the General Shareholders’ Meeting on May 28, 2021, Laurent Mignon received gross compensation of €276,613 for fiscal year 2022 in connection with his duties as Chairman of the Natixis Board of Directors for the period from January 1, 2022 to December 2, 2022. On December 1, 2022, the Natixis Board of Directors appointed Nicolas Namias as Chairman of the Board, replacing Laurent Mignon, with effect from December 3, 2022. Following the delisting of Natixis and the project to simplify its organization following the transfer of the Insurance and Payments business lines, which led to the greater integration of the Company within Groupe BPCE, the specific compensation formerly awarded to the Chairman of the Board of Directors is no longer justified. The function of Chairman of the Board of Directors of Natixis performed by the Chairman of the BPCE Management Board is part of his scope of responsibility and is therefore included in the definition of his compensation as Chairman of the BPCE Management Board. As a result, since December 3, 2022, the Chairman of Natixis’ Board of Directors no longer receives compensation for his duties. Chief Executive Officer 2.3.4 Fixed compensation The fixed compensation for the Chief Executive Officer is established based on the skills and expertise required to perform his duties and is in line with market practices for similar roles. Natixis’ Board of Directors meeting of December 1, 2022 appointed Stéphanie Paix as Chief Executive Officer, replacing Nicolas Namias, with effect from December 3, 2022. The annual fixed compensation of Nicolas Namias as Chief Executive Officer for fiscal year 2022 was €1,000,000 gross, i.e. €924,243 gross for the period from January 1, 2022 to December 2, 2022. Stéphanie Paix’s annual fixed compensation as Chief Executive Officer was set at €800,000 gross for the 2022 fiscal year, in line with that of Nicolas Namias when taking office, i.e. €62,366 gross for the period from December 3 to 31, 2022. Annual variable compensation The Chief Executive Officer is also eligible for variable compensation, linked to the Company’s performance and subject to the achievement of predetermined objectives, the details of which as well as the achievement rates at the end of the fiscal year are assessed by the Board of Directors after consulting the Compensation Committee. The objectives are based on two types of criteria: (i) quantitative in relation to the financial performance of BPCE and that of the Global Financial Services (GFS) business lines and (ii) strategic covering several dimensions including environmental and social responsibility (ESR). The annual target variable compensation of Nicolas Namias for 2022 is €1,200,000 gross corresponding to 100% of the fixed compensation, plus the target of the long-term incentive plan (LTIP CDG) of 20% of fixed compensation, which was not awarded in 2021. This target is €1,106,452 gross for the period from January 1, 2022 to December 2, 2022. Stéphanie Paix’s annual target variable compensation for 2022 is €800,000 gross, i.e. 100% of her fixed compensation. This target is €62,366 gross for the period from December 3, 2022 to December 31, 2022. The terms of payment of the Chief Executive Officer’s annual variable compensation comply with applicable regulations, especially regulatory provisions relating to supervision of compensation provided for by the European Directive CRD V of May 20, 2019. In particular, the payment of a fraction of the variable compensation awarded is deferred over time, is conditional, and is subject to the condition of presence and performance criteria. The deferred portion of the variable compensation awarded represents at least 40% of the variable compensation awarded and 50% of the annual variable compensation is indexed to the average change over three rolling years in Groupe BPCE’s Net Income (Group Share). As a reminder, the Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period for components of deferred variable compensation and during the lock-up period. The objectives defined for fiscal year 2022 were as follows: 40% Strategic criteria 25% Quantitative criteria BPCE’s financial performance 35% Quantitative criteria GFS financial performance
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 86 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Rules for determining variable compensation for 2022 For fiscal year 2022, the criteria for determining the annual variable compensation set by the Board of Directors were as follows: Range from 0% to 156.25% of the target, i.e. a maximum of 200% of the fixed compensation Quantitative criteria BPCE’s financial performance* 25% 4.2% GNP V 8.3% cost/income ratio V 12.5% net income (Group share) V Quantitative criteria GFS financial performance* 35% 11.7% GNP V 11.7% net income (Group share) V 11.7% cost/income ratio V Strategic criteria 40% 12.5% Launch of GFS and Strategic Plan V 10% oversight in terms of risks control V 10% Accentuate the positioning of GFS as a player with an impact on ESR V issues in the various business lines 7.5% Promote and encourage employee engagement V Underlying data. For GFS, data calculated at business limits. * On February 8, 2023, the Board of Directors’ meeting assessed the Chief Executive Officer’s level of performance with regard to the criteria defined for 2022 and, after receiving the opinion of the Compensation Committee, decided to award the Chief Executive Officer: for the BPCE quantitative criteria: 140% of the annual bonus target; V under GFS quantitative criteria: 89.9% of the annual bonus target; V for strategic criteria: 135% of the annual bonus target. V The variable compensation for 2022 is therefore €1,332,874 on a prorated basis until December 2, 2022 for Nicolas Namias corresponding to an overall payout rate of 120.5% (vs.153.2% in 2021, which had been reduced to 144.4% to comply the CRD V regulatory cap of 200% of fixed compensation) and €75,128 prorated from December 3, 2022 for Stéphanie Paix corresponding to an overall payout rate of 120.5% 40% of the variable compensation of Nicolas Namias for 2022 and his term of office as Chief Executive Officer will be paid in 2023, the balance, i.e. 60%, being deferred over five years (from 2024 to 2028) and fully indexed to the average change over three years in Groupe BPCE’s net income, Group share. This deferred amount will be paid on a pro rata basis in five annual installments, subject to the presence condition and the fulfillment of performance conditions. Breakdown of the annual variable compensation for fiscal year 2022 by payment schedule for Nicolas Namias for the position of Chief Executive Officer for fiscal year 2022 before indexation 533,150 in 2023 159,945 in 2024 159,945 in 2025 159,945 in 2026 159,945 in 2027 159,944 in 2028 Taking into account the compensation awarded to her for her term of office as Chief Executive Officer of Natixis, and also for her previous duties, 50% of the variable compensation awarded to Stéphanie Paix in respect of 2022 will be paid in 2023, the balance, i.e. 50%, being deferred over five years (2024 to 2028) and fully indexed to the average rolling three-year change in Groupe BPCE’s net income, Group share. This deferred amount will be paid on a pro rata basis in five annual installments, subject to the presence condition and the fulfillment of performance conditions.
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 87 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Structure of the total compensation awarded for the position of Chief Executive Officer in respect of the 2022 fiscal year 1,408,002 Annual variable compensation 986,609 Fixed compensation 2,394,611 Total compensation granted in respect of 2022 40% Individual strategic objectives 12.5% Launch of GFS and the Strategic Plan 10% Oversight in terms of control and risks 10% Emphasize in the various business lines the positioning of GFS as an impactful actor on ESR topics 7.5% Promote and encourage employee engagement 60% Quantitative objectives 25% BPCE’s financial performance (12.5% net income (Group share), 8.3% cost/income ratio, 4.2% NBI) 35% Natixis’ financial performance (11.7% NBI, 11.7% net income (Group share), 11.7% cost/income ratio) Fringe benefits The Chief Executive Officer receives a family allowance in accordance with the same rules as those applied to Natixis employees in France. The Chief Executive Officer also has a company car. The Chief Executive Officer also receives social protection benefits whose terms are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive directors. Thus, Nicolas Namias received a family allowance of €2,925 for the period from January 1 to December 2, 2022. The benefit in kind for Nicolas Namias’ company car is €9,279 for this same period. Nicolas Namias also received health and personal protection cover, the terms of which are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive directors. The corresponding employer contribution amount for this protection is €23,322. Stéphanie Paix received benefits in kind related to the company car, which amounted to €390 for the period from December 3 to 31, 2022. Stéphanie Paix also received health and personal protection coverage, the terms of which are identical to those applicable to Natixis’ employees or implemented by Groupe BPCE for its executive directors. The corresponding employer contribution amount for this protection is €808. Post-employment benefits Pension Plan The Chief Executive Officer benefits from mandatory pension plans like all Natixis employees. During his term of office, Nicolas Namias did not benefit from a supplementary defined-benefit pension scheme (referred to as “Article 39” in reference to the French General Tax Code) or defined-contribution pension scheme (referred to as “Article 83” in reference to the French General Tax Code). The Board of Directors’ meeting of December 1, 2022 decided to maintain the benefit of the supplementary defined-benefit pension plan for Groupe BPCE executive officers (referred to as “Article 39” in reference to the French General Tax Code and subject to Article L. 137-11 of the French Social Security Code), to which the new Chief Executive Officer, Stéphanie Paix, was eligible for her former duties. The terms of this plan are detailed in Chapter 5, part 13.3 of this document. Severance payments The Chief Executive Officer is eligible for a contract termination payment, the granting of which is subject to the principles and conditions set out below. The amount of the indemnity is equal to the monthly reference compensation x (12 months + 1 month per year of seniority), the monthly reference compensation being equal to 1/12th of the sum (i) of the fixed compensation paid in respect of the last calendar year of service and (ii) the average of the variable compensation awarded in respect of the last three calendar years of service. The Chief Executive Officer will not receive contract termination payment in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE, or exercises his right to retire. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, as verified by the Board of Directors where appropriate. On February 11, 2021, the Board of Directors of Natixis provided the following update on these criteria and conditions: The assessment of the achievement of objectives will be carried V out over the previous two fiscal years to reflect the process of defining and monitoring budgets which is carried out over a full fiscal year; The data relating to the net income (Group share) and ROE to V assess the achievement of the budget will be the underlying data. On this basis, the performance criteria and conditions are assessed as follows: average Natixis underlying net income (Group share) over the 1. two fiscal years preceding departure greater than or equal to 75% of the average budget forecast for the same period;
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 88 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 average underlying Natixis ROE over the two fiscal years 2. preceding departure greater than or equal to 75% of the average budget forecast for the same period; Natixis cost/income ratio below 75% over the last half-year 3. prior to departure. The amount of the payment shall be determined based on the number of performance criteria met: if all three criteria are met: 100% of the agreed payment; V if two criteria are met: 66% of the agreed payment; V if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V As a reminder, the amount of the CEO’s contract termination payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation. Non-compete indemnities The non-compete agreement is limited to a period of six months and carries an indemnity equal to six months of fixed compensation, as in force on the date on which the CEO leaves office. On February 11, 2021, the Board of Directors decided on the following items, approved at the General Shareholders’ Meeting of May 28, 2021: The payment of the non-compete compensation is excluded when V the executive director asserts his pension rights; In any event, no non-compete compensation may be paid beyond V age 65; It is also specified that the non-compete compensation must be V paid in installments during its term. The amount of the non-compete compensation, together with the contract termination payment, if applicable, received by the Chief Executive Officer is capped at 24 months of the monthly reference compensation (both fixed and variable). Upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforce the non-compete clause. Nicolas Namias did not receive any severance or non-compete benefits in 2022. In addition, the criteria for appointing and dismissing the Chief Executive Officer are set out in Articles L.225-51-1 and L.225-55 of the French Commercial Code. Standardized tables compliant with AMF recommendations 2.3.5 AMF Table No. 1 Summary of the compensation, stock options and shares granted to each executive corporate officer Fiscal year 2022 Fiscal year 2021 Nicolas Namias, Chief Executive Officer Compensation due or granted for the fiscal year €2,269,320 (a) €2,609,526 (a) Value of options granted during the fiscal year €0 €0 Value of performance shares granted during the fiscal year €0 €0 TOTAL €2,269,320 €2,609,526 Nicolas Namias’ other compensation for his duties at BPCE €0 Stéphanie Paix, Chief Executive Officer Compensation due or granted for the fiscal year €137,884 (b) N/A Value of options granted during the fiscal year €0 N/A Value of performance shares granted during the fiscal year €0 N/A TOTAL €137,884 N/A Other compensation granted to Stéphanie Paix for her duties at BPCE €985,237 N/A Laurent Mignon, Chairman of the Board of Directors Compensation due or granted for the fiscal year €276,613 €300,000 Value of options granted during the fiscal year €0 €0 Value of performance shares granted during the fiscal year €0 €0 TOTAL €276,613 €300,000 Laurent Mignon’s other compensation for his duties at BPCE €1,238,974 €2,780,529 Including €2,925 family allowance and €9,279 of benefits in kind for the company car in 2022, and €447 family allowance and €9,079 of benefits in kind for the (a) company car in 2021. Including a vehicle benefit of €390 in 2022. (b)
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 89 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 AMF Table No. 2 Summary of the compensation granted to each executive corporate officer In the tables below: The expression “amounts due or granted” refers to compensation and benefits allocated to corporate officers in connection with their duties V over the year, irrespective of the payment date; The expression “amounts paid” refers to compensation and benefits actually paid to corporate officers in connection with their duties over V the year, irrespective of the date granted, and including securities delivery. Fiscal year 2022 2021 Amount due or allocated Amount paid Amount due or allocated Amount paid Laurent Mignon, Chairman of the Board of Directors Fixed compensation for corporate office duties €276,613 €276,613 €300,000 €300,000 Annual variable compensation €0 €0 €0 €0 Extraordinary compensation €0 €0 €0 €0 Directors’ fees €0 €0 €0 €0 Benefits in kind €0 €0 €0 €0 TOTAL €276,613 €276,613 €300,000 €300,000 Other compensation of Laurent Mignon in respect of his duties as Chief Executive Officer of Natixis (a) N/A €100,068 N/A €350,967 (a) Laurent Mignon’s other compensation for his duties at BPCE €1,238,974 €2,459,174 €2,780,529 €2,091,728 Nicolas Namias, Chief Executive Officer Fixed compensation for corporate office duties €924,243 €924,243 €866,667 €866,667 Annual variable compensation €1,332,874 €753,455 €1,733,333 €161,112 (b) Extraordinary compensation €0 €0 €0 €0 Directors’ fees €0 €0 €0 €0 Benefits in kind €12,203 (c) €12,203 (c) €9,526 (c) €9,526 (c) TOTAL €2,269,320 €1,689,901 €2,609,526 €1,037,305 Stéphanie Paix, Chief Executive Officer Fixed compensation for corporate office duties €62,366 €62,366 N/A N/A Annual variable compensation €75,128 N/A N/A N/A Extraordinary compensation €0 €0 N/A N/A Directors’ fees €0 €0 N/A N/A Benefits in kind €390 (c) €390 (c) N/A N/A TOTAL €137,884 €62,756 N/A N/A Stéphanie Paix’s other compensation for her duties at BPCE €985,237 €904,088 N/A N/A This amount includes payment of deferred variable compensation and securities delivery in respect of previous years and granted for her duties as Chief (a) Executive Officer of Natixis. The securities delivery under the Senior Management Committee Long-Term Incentive Plans is presented in AMF Table No. 7. This amount includes payment of deferred variable compensation and securities delivery in respect of previous years and granted for her other duties. The (b) securities delivery under the Senior Management Committee Long-Term Incentive Plans is presented in AMF Table No. 7. The deferred amount corresponds to the family allowance and the company car benefit in kind. (c) The compensation paid to Nicolas Namias in 2022 in connection Namias is that Natixis’ net operating income was strictly positive (in with his duties as Chief Executive Officer of Natixis was composed respect of plans allocated up to 2020). As this condition was met for of €936,446 in fixed compensation and fringe benefits, and €753,455 fiscal year 2022, the installments relating to the three previous fiscal in variable compensation, the items of which are detailed below, and years were paid to the beneficiary. The difference between amounts corresponding to variable compensation awarded for previous granted and the amounts actually paid is correlated to the change in positions at Natixis. The performance condition applicable to the the share price for the portion indexed to the Natixis share price. deferred portion of the variable compensation awarded to Nicolas
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 90 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Deferred securities or similar instruments portion of variable compensation for fiscal year 2018 Deferred cash portion of variable compensation for fiscal year 2020 Cash portion of variable compensation for fiscal year 2021, paid in March 2022 Total Laurent Mignon Paid in 2022 €100,068 €0 €0 €100,068 Granted (initial amount) €98,615 €0 €0 €98,615 Nicolas Namias Paid in 2022 €29,441 €30,681 €693,933 €753,455 Granted (initial amount) €29,017 €30,681 €693,333 €753,031 Stéphanie Paix Paid in 2022 N/A N/A N/A N/A Granted (initial amount) N/A N/A N/A N/A AMF Table No. 3 Compensation received by non-executive corporate officers of Natixis In accordance with the principles approved by the General Shareholders’ Meeting on May 24, 2022, the non-executive corporate officers received the compensation detailed in the tables below. Compensation paid by Natixis 1) Director Fiscal year 2022 2021 Board of Directors Committees Board of Directors Committees (in euros) Amount o/w variable compensation Amount o/w variable compensation Total amount Awarded (a) (b ) Total amount Awarded (a) (b) BPCE (represented by Catherine Halberstadt) 22,000 14,000 20,000 14,000 42,000 39,000 Laurent Mignon (as Director) (term of office until December 2, 2022) N/A N/A N/A N/A N/A (d) N/A (c) Nicolas Namias (as Director) (term of office since December 3, 2022) N/A N/A N/A N/A N/A (d) N/A Didier Dousset (term of office from February 10, 2022 to October 27, 2022) 15,698.63 10,000 10,561.64 7,000 26,260.27 N/A Dominique Duband 22,000 14,000 6,000 4,000 28,000 28,000 Sylvie Garcelon 22,000 14,000 15,000 10,000 37,000 32,000 Dominique Garnier 22,000 14,000 8,000 6,000 30,000 14,745.20 Philippe Hourdain 22,000 14,000 7,000 5,000 29,000 29,000 Anne Lalou 22,000 14,000 39,000 23,000 61,000 61,000 Catherine Leblanc 22,000 14,000 6,000 4,000 28,000 30,000 Catherine Pariset 22,000 14,000 44,000 24,000 66,000 62,000 Christophe Pinault 20,000 12,000 18,000 13,000 38,000 39,000 Laurent Roubin 22,000 14,000 20,000 15,000 42,000 8,897.26 Diane de Saint Victor 22,000 14,000 29,000 12,000 51,000 (e) 51,000 (e) Laurent Seyer 22,000 14,000 52,000 30,000 74,000 N/A Nicolas de Tavernost 22,000 14,000 28,000 11,000 50,000 52,000 The amount allocated corresponds to the amount paid, the payment being made over the same fiscal year. (a) Amounts before withholding tax of 30% or 12.8% for non-resident directors in France. (b) In accordance with the rules applicable within Groupe BPCE, the compensation due to Laurent Mignon, as Director, is allocated and paid directly to BPCE. (c) It is specified that the Chairman of the Board of Directors has waived any compensation due in respect of his office as director. (d) Directors not resident in France (withholding tax of 12.8%). (e)
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 91 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compensation paid by companies included in Natixis’ scope of consolidation 2) Director Fiscal year 2022 (a) Fiscal year 2021 (in euros) Total amount allocated Total amount paid Total amount allocated Total amount paid BPCE €29,200 €42,000 (b) €35,100 €45,600 (c) Christophe Pinault N/A N/A N/A €7,500 (d) Compensation paid by companies included in Natixis’ scope of consolidation in fiscal year 2022 includes those paid by Insurance and Payments, which were (a) transferred to BPCE in March 2022. Including a portion of compensation for fiscal year 2021. (b) Part of which relates to compensation for the 2020 financial year. (c) Compensation for the 2020 financial year. (d) AMF Table No. 4 Subscription or call options granted during the period to each executive corporate officer by the issuer and by any Group companies No subscription or call options were granted in fiscal year 2022. AMF Table No. 5 Subscription or call options exercised during the period by each executive corporate officer No subscription or call options were exercised in fiscal year 2022. AMF Table No. 6 Bonus shares allocated to each executive corporate officer in 2022 Bonus shares granted by the General Shareholders’ Meeting during the fiscal year to each corporate officer by the issuer and by all Group companies Plan date Number of shares awarded during the fiscal year Value of options according to the method adopted for the consolidated financial statements Acquisition date Date of transferability Performance conditions Stéphanie Paix N/A N/A N/A N/A N/A N/A Laurent Mignon N/A N/A N/A N/A N/A N/A Nicolas Namias N/A N/A N/A N/A N/A N/A AMF Table No. 7 Bonus shares that became transferable during the fiscal year for each executive corporate officer Name of executive corporate officer No. and date of plan Number of shares that became transferable during the fiscal year (a) Vesting conditions Laurent Mignon 12/04/2019 20,345 (b) Nicolas Namias 12/04/2019 5,986 (b) TOTAL 26,331 30% of the shares issued to corporate officers will be subject to a holding period ending upon their termination of office. (a) See the presentation of the compensation principles for corporate officers, section [2.3.4] Annual variable compensation. (b) AMF Table No. 8 Group (Natixis, BPCE, Caisse d’Epargne, Banque Populaire) – Record of subscription options or call options granted No subscription or call options have been granted by the Company since 2009. AMF Table No. 9 Subscription options or call options granted to the top ten non-corporate officer employees and options exercised by them No subscription or call options were granted or exercised by Natixis employees in fiscal year 2022.
2 CORPORATE GOVERNANCE Compensation policy for corporate officers 92 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 AMF Table No. 10 Allocation of free shares currently vesting or vested in 2022 for each executive corporate officer Information on bonus shares allocated Date of GM Date of Board of Directors’ Meeting Total number of free shares granted (a) Share vesting date End of lock-in period (b) Number of shares vested as of 31/12/2022 Cumulative number of lapsed or canceled shares Allocated shares remaining at the end of the fiscal year Laurent Mignon (c) 24/05/2016 12/04/2019 20,345 (e) 01/03/2022 01/10/2022 20,345 - 0 Nicolas Namias (d) 24/05/2016 12/04/2019 5,986 (f) 01/03/2022 01/10/2022 5,986 - 0 All shares allocated in fiscal years 2017 to 2019 inclusive are subject to performance conditions. (a) The holding requirement for shares allocated to corporate officers is 30% of the shares delivered until the end of their terms of office for allocations prior to (b) May 20, 2020; from this date, the holding period applies to 100% of the shares. The following were previously awarded and vested for Laurent Mignon before fiscal year 2022: (c) by the Board of Directors on 06/11/2013, 90 shares, vested on 01/03/2016; - by the Board of Directors on 31/07/2014, 31,955 shares, vested on 01/08/2018; - by the Board of Directors on 18/02/2015, 27,321 shares, vested on 18/02/2019; - by the Board of Directors on 28/07/2016, 28,755 shares, vested on 01/03/2018; - by the Board of Directors on 28/07/2016, 57,510 shares, vested on 01/03/2019; - by the Board of Directors on 10/04/2017, 17,947 shares, vested on 01/03/2019; - by the Board of Directors on 28/07/2016, 37,370 shares, vested on 28/07/2020; - by the Board of Directors on 10/04/2017, 35,894 shares, vested on 01/03/2020; - by the Board of Directors on 13/04/2018, 28,258 shares, vested on 01/03/2020; - by the Board of Directors on 25/05/2017, 22,030 shares, vested on 25/05/2021; - by the Board of Directors on 13/04/2018, 56,517 shares, vested on 01/03/2021; - by the Board of Directors on 13/04/2019, 10,172 shares, vested on 01/03/2021; - 30% of these shares are subject to a holding period until the end of his term of office, except for the 90 shares allocated in 2013 for which the holding period applies to all vested shares until the end of his term of office. For Nicolas Namias, the following were previously awarded and vested before fiscal year 2022: (d) by the Board of Directors on 10/04/2017, 2,633 shares, vested on 01/03/2020; - by the Board of Directors on 13/04/2018, 3,817 shares, vested on 01/03/2020; - by the Board of Directors on 13/04/2018, 7,634 shares, vested on 01/03/2021; - by the Board of Directors on 13/04/2019, 2,993 shares, vested on 01/03/2021; - 30% of these shares are subject to a holding period until the end of their term of office. A Phantom Share plan was substituted for the Long-Term Incentive Plan currently vesting, initially granted in the form of performance shares, the performance (e) conditions of which could no longer be assessed because of the delisting. Shares allocated as part of the deferred component of annual variable compensation in respect of previous fiscal years. (f) AMF Table No. 11 Situation of executive corporate officers Fiscal year 2022 Employment contract Supplementary pension plan Payments or benefits due, or likely to be due, as a result of the termination or change of office (a) Compensation paid on account of a non-compete clause (a) Executive corporate officers yes no yes no yes no yes no Laurent Mignon, Chairman of the Board of Directors Term of office began: June 1, 2018 End date of the term of office: December 2, 2022 X X X X Nicolas Namias, Chief Executive Officer Term of office began: August 4, 2020 End date of the term of office: December 2, 2022 X X (b) X X Stéphanie Paix, Chief Executive Officer Term of office began: December 3, 2022 End date of the term of office: at the end of the May 2026 general assembly X X (c) X X See section 2.3.4 “Severance payments” and “Non-compete indemnities”. (a) During his term of office, Nicolas Namias did not benefit from a supplementary defined-benefit pension plan (referred to as “Article 39” in reference to (b) the French General Tax Code) or defined-contribution pension scheme (referred to as “Article 83” in reference to the French General Tax Code). Stéphanie Paix is eligible for the supplementary defined-benefit pension plan for Groupe BPCE executive officers (referred to as “Article 39” in reference to (c) the French General Tax Code and governed by Article L. 137-11 of the French Social Security Code).
3 93 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 3.1 95 Credit and counterparty risks 95 Financial risks 96 Non-financial risks 98 Strategic and business risks 99 Risk related to holding Natixis securities 103 Risk Management 3.2 104 Organization of Natixis’ internal 3.2.1 control framework 104 Internal control procedures relating 3.2.2 to accounting and financial information 107 Risk governance and management 3.2.3 mechanism 110 Credit and counterparty risks 3.2.4 115 Securitization transactions 3.2.5 128 Market risk 3.2.6 129 Operational risks 3.2.7 137 Balance sheet management 3.2.8 140 Non-compliance risk 3.2.9 147 Legal risks 3.2.10 152 Other risks 3.2.11 155 Basel 3 Pillar III disclosures 3.3 156 Capital management and capital 3.3.1 adequacy 156 Other regulatory ratios 3.3.2 171 Breakdown and changes in 3.3.3 risk-weighted assets 176 Encumbered and unencumbered 3.3.4 assets 217 Liquidity coverage ratios 3.3.5 219 Compensation policies 3.3.6 222 Cross-reference table 3.3.7 223 Table index 3.3.8 225 Certification concerning the 3.3.9 publication of the information required under Pillar III disclosures 226
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III 94 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2022 Regulatory ratios 13.6% Tier 1 ratio 16.8% Total capital ratio 11.3% CET1 ratio 3.8% Leverage ratio Change in risk-weighted assets (in billions of euros) 95.9 108.3 105 2022 2021 2020 Capital requirements by risk type 3% CVA risk 69% Credit and counterparty risk 13% Opertional risk 15% Market risk Capital requirements by business line 81% Corporate & Investment Banking (a) 14% Asset & Wealth Management 5% Corporate Center and Coface (b) (a): including Treasury and Collateral Management (b): including NCIB support Natixis regulatory VaR for the 2021-2022 period 20 18 16 14 12 10 8 6 4 2 0 Regulatory VaR (in €M) 31/12/21 31/01/22 28/02/22 31/03/22 30/04/22 31/05/22 30/06/22 31/07/22 31/08/22 30/09/22 31/10/22 30/11/22 31/12/22
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 95 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Risk factors 3.1 The main types of risk to which Natixis is exposed are presented below. They are the material risks identified to date which, by Natixis’ estimations, could adversely affect the viability of its activities, and are generally measured in terms of the impact these risks could have on Natixis’ capital adequacy ratios or net income. The risks to which Natixis is exposed may arise from several risk factors related to, among other things, macro-economic and regulatory changes to its operating environment, or relating to implementing its strategy and conducting its business. Pursuant to the provisions of Article 16 of Regulation (EU) No. 2017/1129, known as “Prospectus 3”, of June 14, 2017, the intrinsic risks of Natixis’ business are presented as five main categories: credit and counterparty risk; V financial risks; V non-financial risk; V strategic and business risk; V risks related to the holding of securities issued by Natixis. V The presentation of the risk factors below is to be assessed based on the structure of Natixis on the filing date of this universal registration document. Risk factors are presented on the basis of an assessment of their importance, taking into account their negative impact and the probability of their occurrence, with the major risk being listed first within each category. Credit and counterparty risks Natixis is exposed to credit and counterparty risks which may be increased as a result of risk concentrations Natixis is exposed to credit and counterparty risk through its financing, structuring, trading and settlement activities for financial instruments that are mostly performed by its Corporate & Investment Banking (CIB) division. Credit and counterparty risk is one of the major risks identified by Natixis and represented 69% of total RWA as at December 31, 2022. For information, at December 31, 2022, Natixis’ exposure to credit and counterparty risk (Exposure at Default excl. CVA) totaled €332.8 billion, split primarily between banks and similar bodies (37%), companies (33%), and sovereigns (22%). Exposure to credit and counterparty risk are concentrated in France which accounts for 51% of exposures, followed by the rest of Europe (EU and non-EU) accounting for 19%, North America for 18%, and Asia for 6%. Should one or more of its counterparties fail to honor their contractual obligations, Natixis could suffer varying degrees of financial loss depending on the concentration of its exposure to said counterparties. Moreover, if the ratings or default of counterparties belonging to a single group or single business sector were to deteriorate significantly, if a country's economic situation were to weaken, or in case of leveraged exposures Natixis’ credit risk exposure could be increased. Natixis’ ability to carry out its financing, structuring, trading and settlement transactions also depends, among other factors, on the stability and financial soundness of other banks and market participants. This is because the banks are closely interconnected, due in large part to their trading, clearing and financing operations. A default, or the anticipated potential default of one or several participants in the financial industry market, whether or not it is justified, could have repercussions on other banks, causing a chain of defaults by other participants in this market and negatively impacting the market's liquidity, which could have a significant unfavorable impact on Natixis' cost of risk, results and financial position. A material increase in Natixis’ impairments or provisions for expected credit losses could adversely affect its net income and financial position As part of its activities, and wherever necessary, Natixis recognizes provisions for non-performing loans, reflecting actual or potential losses in respect of its loan and receivables portfolio, under “Cost of risk” on its income statement. As of December 31, 2022, Natixis’ cost of risk amounted to -€287.1 million (of which -€133.0 million in net provisions for stages 1 and 2 exposures). Since January 1, 2018, Natixis has applied IFRS 9 “Financial Instruments,” which requires provisions to be booked from the initial recognition of a financial instrument. This new provisioning model applies to outstandings recognized at amortized cost or at fair value through other comprehensive income recyclable to income and to loan and guarantee commitments given (excluding those recognized at fair value through profit or loss), as well as to lease receivables (see Note 5 “Accounting principles and valuation methods” to the consolidated financial statements for the fiscal year ended December 31, 2022 in Chapter [5.1] “Consolidated financial statements and notes” of the 2022 universal registration document). At the date of this universal registration document, the economic context was still marked by high uncertainty generated mainly by the conflict in Ukraine, by the monetary policies of central banks, to aiming contain the high level of inflation rates, as well as by the situation in China, which is easing its zero-Covid strategy to support its economic growth. It is in this context that the IFRS 9 scenario was updated in October 2022, including as a pessimistic scenario an adverse stagflation scenario (scenario also used as part of the internal stress tests). Updates to the macro-economic variables underlying this new scenario are used to estimate the projected risk parameters. The update of the scenario nevertheless led to a “refocusing” of the IFRS 9 weightings. In the fourth quarter of 2022, the weightings used on each geographical area are the following: France: 35% for the pessimistic scenario, 45% for the central V scenario and 20% for the optimistic scenario Europe excluding France: 21% for the pessimistic scenario, 56% V for the central scenario and 22% for the optimistic scenario US area: 29% for the pessimistic scenario, 48% for the central V scenario and 23% for the optimistic scenario.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 96 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Probabilities of default (PD) are adjusted by sector based on an assessment of each sector’s rating over a 6- to 12-month period. The sector’s forward-looking weighted average PD, determined by the transition matrix, is compared and adjusted to align with the PD equivalent to the sector’s expected rating. Under this framework, performing loans (Stage 1), for which there has been no material increase in credit risk since initial recognition, are provisioned for 12 months of expected losses. Non-performing loans (Stage 2), for which there has been a material increase in credit risk since initial recognition, without this being sufficient for them to be classified as non-performing loans, are provisioned based on lifetime expected losses. Non-performing loans (Stage 3) are loans for which there is objective evidence of impairment loss. Natixis determines the provisions for non-performing loans based on an individual expected cash flow recovery analysis, whether these cash flows come from the counterparty’s activity or from the potential execution of guarantees. Non-performing loans that are not impaired following the individual analysis are provisioned at a flat rate based on historical unexpected losses on unprovisioned loans. As of December 31, 2022, non-performing loans to clients amounted to €2,220 million and were distributed as follows: 33% for France, 25% for the rest of Europe, 8% for North America, 13% for Asia, 6% for Central and Latin America, 8% for Africa and 7% for the Middle East. The ratio of non-performing loans held by Natixis to gross customer loan outstandings (excluding repurchase agreements) is 3.1% (compared to 4.5% as of December 31, 2021) and the overall coverage rate of these non-performing loans stood at 43.2% (compared to 35.5% as of December 31, 2021). The increase in credit risk concerning S1 and S2 loans is measured against the following criteria: changes to counterparty ratings (for large corporates, banks and sovereigns loan books) since initial recognition, changes to probability of default within one year (for individual client, professional client, SME, public sector and social housing loan books) since initial recognition; watchlist status; forborne status; the ratings of the country of the counterparty; and the existence of one or more contracts more than 30 days past due. Uncertainties related to the geopolitical context make it difficult to forecast their impact on Natixis’ counterparties. This could result in a substantial increase in losses and provisions, adversely affecting Natixis’ cost of risk, its net income and financial position. Reduced or no liquidity of assets such as loans could make it more difficult for Natixis to distribute or structure such assets and thus have a negative impact on Natixis’ results and financial position In accordance with the “originate to distribute” model, Natixis originates or acquires certain assets with a view to distribute them at a later stage by way of syndication or securitization. Natixis’ origination activity is mainly focused on financing granted to large corporates as well as on specialized and acquisition financing. Distribution mainly concerns banks and non-banking financial institutions. Natixis thus also grants various forms of bridge financing to securitization vehicles (SPVs). This financing enables each SPV to build up a temporary portfolio of financial assets (generally loans) during the warehousing phase. At the close of the transaction, the SPV raises capital by issuing securities subscribed by investors and allocates the proceeds to the repayment of the warehousing credit facility. The outcome of this financing is subject to both the good credit performance of the provisional portfolio and the appetite of investors for this type of product (CLO – Collateralized Loan Obligations, RMBS – Residential Mortgage-Backed Securities, in particular). If there is less liquidity on the syndication or securitization markets in particular for these aforementioned assets, or if Natixis is unable to sell or reduce its positions, Natixis may have to bear more credit risk and market risk associated with these assets for longer than anticipated. The lack of liquidity in the secondary markets for such assets may require Natixis to reduce its origination activities, which could impact revenues and could affect its relations with clients, which in turn could adversely affect its results and financial position. Furthermore, depending on market conditions, Natixis may have to recognize a value adjustment on these assets that are likely to adversely affect its results. Financial risks A deterioration in the financial markets could generate significant losses in Natixis’ capital markets and Asset Management activities As part of its capital markets activities and to meet the needs of its clients, Natixis operates on the financial markets – namely the debt, forex, commodity, and equity markets. In recent years, the financial markets have fluctuated significantly in a sometimes exceptionally volatile environment which could recur and potentially result in significant losses for capital markets activities. 2022 was marked by the conflict in Ukraine and the increase in the cost of commodities and energy which caused a major inflationary shock, leading central banks to implement a policy of rapidly raising key interest rates. Economic activity has abruptly slowed down, creating a risk of recession at regional and global levels. In 2022, the impact on the markets has resulted in: a cycle of key rate hikes from 0% to 2.50% at the end of December V 2022; interest rate volatilities increased sharply, reaching record levels V during the summer, before decreasing during the last quarter; a sharp increase in energy prices and in particular gas prices, with V the TTF (Title Transfer Facility) index rising from around €72 at the beginning of 2022 to more than €300 at the end of August, before falling back to levels at the beginning of the year during the last quarter; a sharp decline in the equity markets, coupled with high volatility V (year-end levels of 3,839 points for the S&P500 and 3,793 points for the Eurostoxx50), after reaching record levels or levels not seen since 2007 in Europe; and marked widening of credit spreads (CDS Itraxx CrossOver at V 650 points and Itraxx Main at nearly 140 points).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 97 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In order to limit these potential impacts, Natixis has adopted a cautious approach in the management of its positions. In the event of a fall in the equity markets, extreme risk hedging strategies have been implemented by Natixis since January 2021. These strategies were maintained throughout 2022. Natixis' prudent approach kept the evolution of its revenues under control and proved effective in periods of significant stress such as at the start of the conflict in Ukraine in the first half of 2022 or during the strong upward shock in interest rate volatility in the second half of 2022. In March 2022, macro hedge positions were also set up both on the equity markets to partially hedge dividend positions, and on the credit market to partially hedge the increase in credit spreads. The implementation of these defensive positions (risk off also) made it possible to protect Natixis' activities during phases of increased market volatility. If unfavorable market trends mean that these defensive positions are out of step with market conditions or that they generate unusual distortions (for example, between two same products, but with different maturities), this could generate significant losses in Natixis’ capital market activities. Another deterioration in the equity and bond financial markets, such as that observed in 2022, could also adversely impact asset management activities, in particular through a negative impact on: the valuation of Natixis Investment Managers’ seed money V portfolio, which would be mitigated by the portfolio hedging strategy; the valuations of real assets in the Real Estate or Private Equity V areas in Natixis Investment Managers’ sponsorship portfolio due to impacts on the real economy and macro-economic parameters (inflation, interest rates, etc.); levels of assets under management and ultimately on revenues of V Natixis Investment Managers and its affiliates, as strategies in their fund offering are sensitive to market fluctuations. Natixis’ access to certain financing could be adversely affected in the event of a financial crisis or a downgrade of its credit rating and that of Groupe BPCE Since 2011, Natixis’ financing structure has relied on a joint financing platform between Natixis and BPCE. Natixis secures of its medium- and long-term financing for its vanilla, public and private, senior and subordinate subfund emissions from Groupe BPCE via the intermediary of BPCE S.A. Natixis remains Groupe BPCE’s medium and long-term issuer for structured private financing operations. In the event of the closure of certain funding sources due to a systemic event (such as the 2008 and 2011 crises) or market disruptions related to the default, or the anticipation, whether justified or not, of the potential default of one or several players in the financial industry, the ability of Groupe BPCE, Natixis and the banking industry to refinance each other or to refinance the real economy could be impaired. In these circumstances, or if Groupe BPCE’s credit ratings were to be downgraded by the main rating agencies, Groupe BPCE’s liquidity and, consequently, that of Natixis, as well as the corresponding cost of financing could be adversely affected or trigger additional obligations under its financial market contracts. Fluctuations in the fair value of securities held by Natixis, due to changes in issuer credit quality, may adversely affect Natixis’ shareholders’ equity and its capital adequacy This risk concerns securities held by Natixis recognized in the prudential banking book at fair value with an offsetting entry in other comprehensive income (OCI). Natixis is mainly exposed to this risk through the debt instruments it holds as part of the management of its liquid asset buffer. This risk manifests itself as a decrease in the value of financial assets resulting from changes to credit issuer quality for debt securities (CSRBB – Credit Spread Risk in the Banking Book). For information purposes, at December 31, 2022, the risk of change in value calculated for the CSRBB (Credit Spread Risk in the Banking Book) on Natixis’ liquid asset buffer amounted to less than €140 million compared to €230 million at the end of 2021. This reflects, on the one hand, the defensive management position of the liquidity buffer in a more volatile environment, and on the other hand, a change in methodology aimed at aligning the measure used with that of Groupe BPCE. The emergence or resurgence of crises could lead to a further deterioration in credit spreads and, consequently, adversely impact Natixis’ shareholders’ equity. The fair value of the derivatives portfolio includes valuation adjustments that may have an impact on Natixis’ net income and shareholders’ equity The fair value of Natixis’ derivatives is determined by factoring in certain additional adjustments including: the quality of the counterparty (Credit Value Adjustment or CVA) by V including in the valuation of derivatives, the credit risk corresponding to the risk of non-payment of the amounts due by the associated counterparty; Natixis’ own credit spread risk (Debt Value Adjustment or DVA) by V including in the liabilities’ valuation of non-collateralized or imperfectly collateralized derivatives, the credit risk borne by Natixis’ counterparties (i.e. potential losses incurred by Natixis’ counterparties in the event of a downgrading of Natixis’ rating or default); the cost of liquidity (Funding Value Adjustment or FVA) by V including in the valuation of non-collateralized or imperfectly collateralized derivatives, the costs related to the financing or refinancing of margin calls and future initial margins associated with hedging derivatives which are collateralized. These additional adjustments recognized in the income statement have a direct impact on Natixis’ net banking income and shareholders’ equity. In addition, these additional adjustments may change significantly and could affect activity and the financial position and consequently could have a significant negative impact on Natixis or on the fair value of its derivatives. For information, as at December 31, 2022, changes in CVA, DVA and FVA amounted to €4.7 million, €22.4 million and €2.4 million, respectively.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 98 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Non-financial risks Should Natixis fail to comply with applicable laws and regulations, it could be exposed to heavy fines and other administrative, arbitral, and criminal sanctions likely to have a material adverse effect on its financial position, business and reputation Non-compliance risk is defined as the risk of legal, administrative or disciplinary sanctions, but also of financial loss or reputational damage, resulting from a failure to comply with the legislative and regulatory provisions, Codes of Conduct and standards of good practice specific to banking activities, whether national or international. The banking sector is subject to sectoral regulation, both in France and internationally, aimed in particular at regulating the financial markets and relations between investment service providers and clients or investors. These regulations have a major impact on Natixis’ operational processes. In addition, the banking sector is also subject to dedicated supervision by the competent local and supranational authorities. Non-compliance risk includes, for example, the use of inappropriate means to promote and market the bank’s products and services, inadequate management of potential conflicts of interest, disclosure of confidential or privileged information, or failure to comply with new client or supplier due diligence procedures, particularly with respect to financial security (including anti-money laundering and counter terrorist financing, compliance with embargoes, anti-fraud and corruption). Natixis’ Compliance Department oversees non-compliance risk prevention and mitigation (see Section 3.2.9 of the 2022 universal registration document). Natixis nevertheless remains exposed to the risk of fines or other major sanctions imposed by regulatory and supervisory authorities, as well as civil, arbitral, or criminal legal proceedings that could have a material adverse effect on its financial position, business and reputation. In the course of its activities, Natixis is exposed to unethical acts or behaviors contrary to ethics and to laws and regulations by its employees and third parties that could damage its reputation and expose it to sanctions and could negatively impact its financial position and its business outlook Natixis’ reputation is crucial to building relationships and building client loyalty. The use of inappropriate means to promote and market its products and services, inadequate management of potential conflicts of interest, compliance with legal and regulatory requirements, rules of ethics, laws on money laundering, the international decisions on economic sanctions, information security policies and sales and transaction practices could damage the reputation of Natixis and Groupe BPCE. Any inappropriate behavior by a Natixis employee or service provider, any cybercrime or cyberterrorism to which Natixis’ communication and information systems could be subject, or any fraud, embezzlement or other wrongdoing to which Natixis could be exposed or any court decision or regulatory action with a potentially unfavorable outcome. Applicable to all Natixis employees, Natixis’ Code of Conduct formalizes the general principles of conduct in force at Natixis, and establishes guidelines for all employees regarding expected behavior when carrying out their duties and responsibilities. Natixis also requires its suppliers and contractors to comply with the key principles of the Code of Conduct. To implement the Code of Conduct on a day-to-day basis, Natixis has established a conduct framework with a dedicated Committee (the Global Culture and Conduct Committee) and training program. However, even with the adoption of a Code of Conduct, Natixis is exposed to potential actions or behaviors by employees, suppliers and contractors that are unethical or not in the client’s interests, that do not comply with the laws and regulations on corruption or fraud, or that do not meet financial security or market integrity requirements. Such actions or behavior could have negative consequences for Natixis, damage its reputation and expose Natixis, its employees or its stakeholders to criminal, administrative or civil sanctions that could adversely affect its financial position and business outlook. An operational failure, or an interruption or failure of Natixis’ third-party partners’ information systems, or a breach of Natixis’ information systems could result in losses or reputational damage Natixis is exposed to several types of operational risks, including process and procedural weaknesses, acts of fraud (both internal and external), system failures or unavailability, as well as cybercrime, and an operational failure related to a health risk. Due to the nature of its activities, Natixis is highly dependent on its communication and information systems, as its activities require it to process a large number of increasingly complex transactions. Although Natixis has made quality in data exchanges a priority, any breakdown, interruption or failure of these communication and information systems could result in errors or interruptions to the systems it uses for client relationship management, the general ledger, deposit and loan processing transactions, or risk management. To the extent that interconnectivity increases, Natixis is exposed to the risk of a breakdown or operational failure of its clearing agents, foreign exchange markets, clearing houses, custodians or other financial intermediaries or external service providers. Like the other control functions, the Operational Risk function contributes to the assessment of risks borne by suppliers as part of the Groupe BPCE's compliance program with EBA regulations on outsourcing. Natixis is also exposed to the risk of cybercrime. Cybercrime covers a range of malicious and/or fraudulent acts, perpetrated digitally in an effort to manipulate data (personal, banking, insurance, technical or strategic data), processes and users, with the aim of causing material losses to companies, their employees, partners, clients and counterparties. A company’s data assets are exposed to complex and evolving threats likely to have material financial and reputational impacts on all companies, and in particular those in the banking sector. Given the increasing sophistication of the criminal enterprises behind cyberattacks, regulatory and supervisory authorities have begun to highlight the importance of Information and Communication Technology (ICT) risk management. Preventing cybercrime risk is a priority for Natixis, which makes every effort to implement the guidelines established by these authorities through cooperation between its Information Systems (IS) and Technology Risk Management (TRM) Departments. This has resulted in a mapping of risks relating to information systems security, as well as a far-reaching campaign to raise all employees’ awareness on IS security matters.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 99 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 During 2022, no incident related to cybercrime had a material adverse impact on Natixis’ financial position or reputation. However, as cyberattacks are constantly evolving to become increasingly advanced, and taking into account the evolution of the geopolitical context, the measures described above may not be sufficient in the future to fully protect Natixis, its employees, partners and clients. The occurrence of such attacks could potentially disrupt Natixis’ client services, result in the alteration or disclosure of confidential data or lead to business interruptions and, more broadly, have a material adverse effect on its business, financial position and reputation. Operational difficulties could also arise as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters or a major health crisis. To deal with this type of event, Natixis relies on a BCP (Business Continuity Plan) and Global - Technology Risk Management framework aimed at guaranteeing the operational and technological resilience of its organization. This system has demonstrated its effectiveness in managing crises such as the Russia-Ukraine conflict or previously the COVID-19 pandemic. Natixis strives to prevent the occurrence of interruptions, failures in communication and information systems, or breaches of its information systems, and implements a control framework, particularly for third-party systems. The exceptional occurrence of the events described above could, however, result in lost business, other losses and additional costs, and damage Natixis’ reputation. Any damage to Natixis’ reputation could affect its competitive position and have a negative impact on its financial position Natixis’ reputation is pivotal to its ability to conduct its business. Thanks to Natixis’ current reputation, it is able to maintain relationships with its clients, employees, suppliers, partners and investors that are built on trust. The occurrence, whether once or repeatedly, of one or more of the risks identified in this section, a lack of transparency or communication errors could harm Natixis’ reputation. There is greater reputation risk today due to the growing use of social media across the economic sphere. In addition to its own negative impact, any damage to Natixis’ reputation could be accompanied by a loss of business or affect its competitive position and negatively impact its financial position. In the specific case of Asset Management activities, the reputational risk and the associated potential losses are closely linked to the various aspects of the investment process, whether at the level of the management of the various investment funds by the affiliates or through direct investments by Natixis Investment Managers and/or Natixis (i.e. external acquisitions, seed money and sponsorship activities). A confidence shock impacting the reputation of the Groupe BPCE or its affiliates could result in an outflow of funds, a decrease in assets under management and, ultimately, in revenues generated by the business. Strategic and business risks Adverse market or economic conditions could adversely impact Natixis’ profitability and financial position Natixis is the Groupe BPCE subsidiary that carries out Asset & Wealth Management and Corporate & Investment Banking activities. These businesses are sensitive to changes in the financial markets, and more generally to economic conditions in France, Europe and the rest of the world. Adverse economic conditions in Natixis’ main markets could have the following negative impacts in particular: unfavorable economic conditions could affect the business and V operations of Natixis’ clients, leading to a higher rate of default on loans and receivables and increased provisions for non-performing loans. A significant increase in these provisions or the realization of losses in excess of the provisions recorded could have an adverse effect on Natixis’ results and financial position; the end of the extremely loose monetary policies of the central V banks will require a rapid increase in the key interest rates of the main central banks. In addition to the recessionary effect that a poorly calibrated monetary tightening can potentially produce, the ECB must also face a specific risk of fragmentation and arbitrage between the sovereign bonds of the various Member States, which could lead to an unintended widening of sovereign spreads. The ECB has decided to create a new anti-fragmentation instrument. However, if this instrument fails to prevent too large a widening of spreads, there could be a repeat of the sovereign debt crisis of 2012; a decline in prices on the bond, equity or commodity markets could V reduce business volumes on these markets and negatively impact Natixis' revenues; macro-economic policies adopted in response to actual or V anticipated adverse economic conditions could have unintended negative effects, and may negatively impact market parameters such as interest rates and foreign exchange rates, which could affect the results of Natixis’ businesses that are most exposed to market risk; perceived favorable economic conditions generally or in specific V business sectors could result in asset price bubbles decorrelated from the actual value of the underlying assets; this could in turn exacerbate the negative impact of corrections when conditions become less favorable and cause losses in Natixis’ businesses; a significant economic disruption (such as the 2008 financial V crisis, the European sovereign debt crisis of 2011 or the Covid-19 crisis since 2020) could have a severe negative impact on all Natixis’ activities, particularly if the disruption is characterized by an absence of market liquidity that makes it difficult to finance Natixis and to sell certain classes of assets at their estimated market value or, in extreme cases, to sell them at all; an adverse change in the market prices of various asset classes V could affect the performance of the Natixis Investment Managers management companies, due in particular to a decrease in the assets on which the management fees are charged;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 100 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 increases or decreases in interest rates could have a marginal V impact on Natixis’ activities, which have a limited sensitivity to interest rate risk. For information, at December 31, 2022, the sensitivities of the economic value of the main entities within the Natixis consolidated scope to a shift of -200 bps (with the regulatory floor), on the one hand, and +200 bps on the other hand, calculated according to EBA standards, represent, respectively, an amount of -€13 million and €1.8 million, i.e. an impact of less than 0.1% of Natixis’ capital. However, the impact of changes in interest rates on Groupe BPCE’s other activities (retail banking and personal insurance in particular) could have unfavorable consequences on the resources allocated to Natixis and impact its activities, revenues, and the management of its ratios. In addition, the main markets in which Natixis operates could be affected by uncertainties such as those relating to changes in global trade (particularly related to geopolitical tensions, changes in the price of commodities and energy, tensions on global supply chains), the geopolitical context, or of any other nature. Some targets of the new strategic plan for 2024 may not be achieved, which could potentially significantly affect Natixis’ business, financial position and results Natixis’ strategic plan, communicated as part of Groupe BPCE’s new 2024 plan in July 2021, sets out the development priorities for Natixis’ various divisions and financial targets for 2024. For Natixis, the “BPCE 2024” plan is a growth and investment plan based on three areas: diversification, for the benefit of our clients and our development; V commitment, to the energy transition and SRI finance; V transformation, and investment to create sustainable value. V For the Asset & Wealth Management division, the average annual growth in net banking income is expected to be more than 3% over the 2020-2024 period with a very limited market effect, without external growth. In addition, Natixis Investment Managers intends to position itself as an ESG leader (Environmental, Social, Governance) in Europe. For the Corporate & Investment Banking division, the average annual growth in net banking income is expected to be around 7% over the period from 2020 to 2024, including additional revenues from its eight core industries and a growth of "green" revenues by 2024 (x1.7 vs. 2020). Achievement of the various objectives set by this plan is based on the implementation by Natixis and, more broadly, by Groupe BPCE of a certain number of initiatives and investments. Some of these objectives may not be achieved, depending, in particular, on the macro-economic and financial context, which could potentially significantly affect the business, financial position and results of Natixis and, more generally, of Groupe BPCE. Natixis could be exposed to unidentified or unanticipated risks that could adversely affect its results and financial position in the event of failures in its risk measurement system, notably based on the use of models Natixis’ risk management framework, which is based on the use of models, may fail and expose Natixis to unidentified or unforeseen risks, and could result in significant losses. Risk management techniques which often rely on models may prove inadequate for certain types of risks. For instance, some rating or VaR measurement models (as defined in Section [3.2.6.3] of the 2022 universal registration document) that Natixis uses to steer its risk management are based on historical market behavior observations. To quantify its risk exposure, Natixis then conducts a primarily statistical analysis of these observations (see Section [3.2.6.4] of the 2022 universal registration document for a detailed description of the risk management framework). The measurement metrics and tools used may provide inaccurate conclusions on future risk exposures, as a result of factors that Natixis may not have anticipated or correctly assessed or taken into account in its statistical models, or because of unexpected and unprecedented market trends that could reduce its ability to manage its risks. Moreover, Natixis’ quantitative models do not incorporate all risks. Certain risks are subject to a qualitative analysis that could prove inadequate and expose Natixis to unforeseen losses. The invasion of Ukraine by the Russian Federation in February 2022 and the continuation of this armed conflict are events likely to affect Natixis’ business The invasion of Ukraine by the Russian Federation in February 2022 and the reaction of the international community, in particular with the imposition of economic sanctions, have been, continue and could continue to be a source of instability in global markets, weighing on stock market indices, increasing the prices of commodities (such as electricity, oil, gas and agricultural products such as wheat) or causing fears of their shortage, thus exacerbating supply chain disruptions and increasing production and transport costs as well as, more generally, inflation. The impact on the global energy market, and in Europe in particular, will continue to be felt in 2023, and even beyond, with risks of further aggravation (shortages, price increases, cascading effects in the economy, etc. including liquidity and margin tensions for companies, including production stoppages). As a result, this conflict has, and could have with its continuation, repercussions on the Russian economy, Western economies and, more generally, on the global economy, with, in particular, significant impacts on the price of energy and commodities and a humanitarian impact. The risk of default on Russian debt, rising inflation and the loss of purchasing power for the population in Russia are significant. In addition, growth prospects in Europe and the United States are uncertain and inflationary pressure has increased in these regions. Due to uncertainties related to its duration and economic impact, the armed conflict between the Russian Federation and Ukraine may affect Natixis’ business and results. As a reminder, Natixis owns a subsidiary in Russia, Natixis Moscow, with a total balance sheet equivalent of €92.8 million of which the equivalent of €28.1 million in shareholders’ equity and the equivalent of €50.6 million in subordinated debt to Natixis. The asset consists mainly of deposits with correspondents and the Central Bank of Russia.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 101 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis could encounter difficulties in implementing its external growth policy and integrating any new entity in the context of acquisitions or joint ventures, which could adversely affect its profitability, cause losses or affect its reputation Natixis may consider opportunities for external growth or partnership. Although it is Natixis’ intention to conduct an in-depth analysis of the companies it will acquire or the joint ventures in which it will participate, it is generally not possible to conduct an exhaustive review. As a result, Natixis may have to bear commitments or experience risks that were not initially foreseen. Likewise, the expected results of an acquired company or a joint venture may prove to be disappointing and the expected synergies may not be achieved in full or in part, or may result in higher costs than expected. Natixis may also encounter difficulties when integrating a new entity. The failure of an announced external growth operation or the integration of a new entity or joint venture may significantly affect Natixis’ profitability. In particular, the recognition of goodwill during these external growth transactions could lead, in the event of a lasting deterioration in profitability, to an impairment in the financial statements (during periodic testing) or to recognition of a loss in the event of disposal. At the end of December 2022, Natixis’ goodwill amounted to €3,496 millions, concerning Corporate & Investment Banking and Asset & Wealth Management, but mainly concentrated within the latter. Significant recent impairments of goodwill or losses on disposals concerned Coface (in 2016 and 2020) and H2O (in 2020 and 2021). In the case of joint ventures, Natixis is exposed to additional risks and uncertainties insofar as it may depend on systems, controls and persons beyond its control and, as such, may be held liable, suffer losses or damage to its reputation. Furthermore, conflicts or disagreements between Natixis and its partners within the joint venture may have a negative impact on the benefits sought as part of the joint venture. In addition, litigation could arise in connection with external growth transactions and have an unfavorable impact on the integration process, on the financial benefits or on the expected synergies. Prevention of risks related to climate change could have a negative impact on the performance of Natixis’ businesses operating in sectors with a negative environmental and climate impact Within the risks related to climate change, we mainly distinguish transition risk, which results from the process of transition to a low-carbon economy, namely, for example, through changes in regulations, technology disruptions or changes in consumer preferences, and physical risk, which reflects the risks related to the direct impact of climate change through rising sea levels and average temperatures and the increase in extreme weather events such as floods and storms. Climate change risks are factors that aggravate traditional categories of risk (credit and counterparty risk, market and structural risk, operational risks, reputation risk, compliance risks, liquidity and financing risks) and could impact Natixis’ activities, results and financial position in the short, medium and long term. Natixis’ environmental and social responsibility (ESR) policy and commitments towards the fight against climate change are described in Chapter 7 “Environmental and social responsibility report” of the 2022 universal registration document. Natixis’ climate risk management policy is detailed in Section [7.3.3]. Natixis has also implemented various tools to integrate climate criteria into the management of its portfolio, in particular the Green Weighting Factor. These initiatives are detailed in Chapter 7 “Environmental and social responsibility report” of the 2022 universal registration document. Natixis supports the energy transition of its clients within the traditional framework of credit risk analysis and management, but must take into account the constant evolution of the regulatory framework. "A wait-and-see" position by Natixis could negatively affect the credit quality of its loan portfolio related to activities with a strong impact on the climate should stricter regulations be imposed. In addition, the ECB published its best practice guide for addressing climate risks in autumn 2020. Natixis anticipates that this will be accompanied by a strengthening by the EBA of the regulations regarding the fight against global warming. This increase could penalize activities with a strong impact on the climate (directly through operational constraints for Natixis’ clients or through the increase in the price of carbon allowances). Insofar as the energy transition will probably take place over a long period, the strengthening of these regulations could have an adverse effect on some of Natixis’ activities such as financing and investment activities in the hydrocarbons, commodities and transport sectors, for example. As a Groupe BPCE entity, Natixis is part of the Groupe BPCE-wide dedicated program to put a climate risk management framework in place. This program, in line with Groupe BPCE’s climate and environmental commitments, sets specific objectives for all business lines and all sectors. The framework, managed by Groupe BPCE’s Risk division and its Climate Risks department, is organized around nine major projects and strives to ensure the most comprehensive coverage of the 13 pillars proposed by the ECB. It strives to develop processes and analysis tools to strengthen the management of climate risks (physical and transition) in order to better integrate them on an operational level in all of the Group’s business lines while incorporating the various national and international regulatory perspectives. Despite these initiatives, an ESR strategy deemed insufficiently ambitious in relation to the expectations of the public authorities and Natixis’ stakeholders, or difficulties in implementing this strategy, could have a negative impact on Natixis’ relations with its counterparties and on its reputation, which could potentially significantly affect Natixis’ business, financial position and results. Natixis’ ability to attract and retain qualified employees is critical to the success of its business and failure to do so may significantly affect its performance Natixis employs over 13,600 people (permanent and fixed-term employment contracts) around the world (excluding financial investments) located as follows: 51.5% in France, 19% in the EMEA region, 22% in the North and South America and 7.5% in Asia-Pacific. The performance of Natixis’ activities is closely linked to its people. Indeed, Natixis’ business model is based on business line expertise, which requires the recruitment of qualified employees. Moreover, stepped-up regulations on the back of the 2008 financial crisis have required Natixis to strengthen and align its business lines to regulations an area of expertise that requires drawing from a tight job market (scarce and mobile profiles). Natixis’ success relies in part on its ability to retain key people, be they at management level, leaders or employees, and to continue to attract highly qualified professionals and talents. A high turnover or the departure of talent could affect Natixis’ skills and know-how in key areas, which could reduce its business outlook and consequently affect its financial results.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 102 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition, the financial sector is subject to specific regulations concerning employee compensation policies, in particular variable compensation, performance conditions and deferred payments. These regulations may constrain Natixis in its ability to attract and retain talent. Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (“CRD IV”), which applies since 2014 to institutions in the European Economic Area (“EEA”), and Directive (EU) 2019/878 of the European Parliament and of the Council of May 20, 2019 amending the CRD IV Directive (“CRD V”), applicable since January 2021, provide for a cap on the variable portion of compensation compared to its fixed portion, which may reduce Natixis’ ability to offer attractive compensation models and thus attract and retain employees, particularly in the face of competitors outside the EEA who are not subject to these regulations. In addition, the context linked to the Covid-19 pandemic has reinforced the aspirations of some employees to access new work organization methods. If Natixis were unable to adapt its organization to employee expectations, this could affect its ability to attract and retain its employees, or attract new ones, particularly those with high qualifications, and thus reduce their satisfaction and, consequently, affect the quality of its services and its performance. Since 2021, Natixis has implemented a policy favoring hybrid working with, for example, in France, a remote working system of up to 10 days per month which resulted in an average of 8 working days per month worked remotely by employees. Legislative and regulatory measures taken in response to changes in the economic world (technological developments, sustainable development, inflation and rising interest rates, etc.) that could significantly impact Natixis and the environment in which it operates Legislative and regulatory texts are constantly evolving to take into account the lessons of crises or simply to adapt to the transformation of the economic and financial environment. Financial crises, the consequences of the COVID-19 pandemic, inflation and rising interest rates, technological innovation, open finance and the digitization of the economy, or the challenges posed by sustainable development are all examples of this and are driving many changes. All of these changes have significantly changed, and are likely to change in the future, the environment in which Natixis and other banks operate. Natixis is exposed to risk related to these legislative and regulatory changes. Among the measures that have been or may be adopted, without being exhaustive, some could potentially: prohibit or limit some kinds of financial products or activities, V thereby partially restricting the diversity of Natixis’ sources of income. For example, the introduction of a withholding tax on dividends from borrowed securities under certain circumstances could weaken the appeal of some of Natixis’ current products; strengthen internal control requirements, which would require V investing heavily in human and technical resources for risk monitoring and compliance purposes; amend the capital requirement framework and necessitate V investment in internal calculation models. For example, changes related to the Basel regulations (in particular, the revised Basel 3) being transposed in Europe could lead to a review of the Risk-Weighted Asset calculation models or liquidity ratios for certain activities; strengthen regulatory requirements in terms of client protection V and information or on the conditions for granting and monitoring loans, but also influence the management of transactions for clients in difficulty; introduce new prescriptive provisions to identify, measure and V manage environmental, societal and governance risks, particularly in relation to sustainable development and the transition to a low-carbon economy (for example, amendments to the regulations on financial products, enhanced information disclosure requirements); strengthen requirements in terms of personal data protection and V requirements in terms of cyber-resilience, in connection with the adoption by the European Council on November 28, 2022 of the European directive and regulation package on the digital operational resilience of the financial sector, which could, among other things, lead to additional costs related to additional investments in the bank’s information system; modify, create or strengthen regulations related to digitization and V technological innovations in connection with the emergence of crypto assets, discussions on the digital currencies of central banks, the use of artificial intelligence and robotization or because of the technological developments in payment services and fintechs; transform the banking model with disintermediation trends, V particularly in the context of the retail investment strategy and increased competition related to European “open banking” or “open finance” initiatives such as the “PSD2” Payment Services Directive 2; require the bank to make a substantial financial contribution to V guarantee the stability of the European banking system and limit the impact of a bank failure on public finances and the real economy; introduce a tax on financial transactions at the European level; V impose new obligations following the proposals for directives and V regulations from the European Parliament and the European Council published on December 5, 2022 aimed at strengthening the European framework for the fight against money laundering and the financing of terrorism as well as the establishment of a new European agency dedicated to the fight against money laundering. Natixis is also subject to complex and changing tax rules in its various jurisdictions. Changes in the applicable tax rules, uncertainty about the interpretation of such changes or their impacts may have a negative effect on Natixis’ business, financial position, costs and results.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors 103 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In this changing legislative and regulatory environment, it is impossible to predict the impact these new measures will have on Natixis. Moreover, Natixis is incurring, and could incur in the future, significant costs to update or develop programs to comply with these new legislative and regulatory measures, and to update or enhance its information systems in response to or in preparation for these measures. Despite its efforts, Natixis may also be unable to fully comply with all applicable legislation and regulations and could therefore be subject to financial or administrative penalties. In addition, new legislative and regulatory measures could force Natixis to adapt its activities, which could affect its results and financial position. Lastly, under new regulations Natixis may be obligated to increase its capital requirements or its overall financing costs. Risk related to holding Natixis securities Holders of Natixis securities and certain other Natixis creditors may suffer losses if Groupe BPCE should undergo resolution proceedings Directive (EU) 2014/59 establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD 1”), transposed into French law by order No. 2015-1024 of August 20, 2015 which also adapted French law to the provisions of European Regulation 806/2014 of July 15, 2014 which established the rules and a uniform procedure for the resolution of credit institutions under a single resolution mechanism and a single Bank Resolution Fund, aim in particular to set up a single resolution mechanism giving resolution authorities a “bail-in” power aimed at combating systemic risks attached to the financial system and in particular at avoiding financial intervention by governments in the event of a crisis. Directive (EU) 2019/879 of May 20, 2019 (“BRRD 2”, and together with BRRD 1, the “BRRD” regulation) amended BRRD 1 and was transposed into French law by order No. 2020-1636 of December 21, 2020. In particular, the powers provided for by the BRRD regulation allow the resolution authorities, in the event that a financial institution or the group to which it belongs subject to BRRD becomes or is close to defaulting, to write down, cancel or convert into shares, the securities and eligible liabilities of this financial institution. In addition to the possibility of using this “bail-in” mechanism, the BRRD grants the resolution authorities more extensive powers, allowing them in particular to (1) force the entity to recapitalize itself in order to comply with the conditions of its authorization and continue the activities for which it is approved with a sufficient level of confidence on the part of the markets; if necessary, by modifying the legal structure of the entity, and (2) reduce the value of the receivables or debt instruments, or convert them into equity securities for transfer to a bridging institution for capitalization, or as part of the sale of a business, or recourse to an Asset Management vehicle. At December 31, 2022, Natixis’ CET 1 Capital stood at €10.8 billion, net of the projected distribution, total Tier 1 capital at €13.1 billion and Tier 2 regulatory capital at €3.0 billion. As an institution affiliated with BPCE, the central institution of Groupe BPCE within the meaning of Article L.511-31 of the French Monetary and Financial Code, and because of the full legal solidarity binding all Groupe BPCE affiliates and the central institution, Natixis could only be subject to resolution measures in the event of default by BPCE and all affiliates of Groupe BPCE, including Natixis. If the financial position of Groupe BPCE as a whole, including Natixis, were to deteriorate or appear to be deteriorating, the implementation of the resolution measures provided for by BRRD could lead to a more rapid decline in the market value of the financial securities issued by Natixis. If BPCE and all of its affiliates, including Natixis, were to be subject to resolution measures, the holders of Natixis securities could suffer losses as a result of the exercise of the powers granted by BRRD to the resolution authorities, who can then: implement a full or partial impairment of Natixis equity instruments V and of eligible financial instruments, leading to the full or partial loss of the value of these instruments; the full or partial conversion of eligible financial instruments into V Natixis shares, resulting in the unwanted holding of Natixis shares and a possible financial loss when reselling these shares; a change to the contractual conditions of the eligible financial V instruments that could alter the instruments’ financial and maturity terms. Such a change could result in lower coupons or longer maturities and have a negative impact on the value of said financial instruments. In addition, the implementation of resolution measures at the Groupe BPCE level would significantly affect Natixis’ ability to make the payment required by such instruments or, more generally, to meet its payment obligations to third parties. Indeed, the debt securities issued by Natixis under its issue programs constitute general and unsecured and senior contractual commitments (within the meaning of Article L.613-30-3-I 3° of the French Monetary and Financial Code) by Natixis. These securities could be impacted as a last resort once the subordinated receivables and debt instruments (Common Equity Tier 1 instruments, Additional Tier 1 capital instruments and Tier 2 capital instruments) have been affected by “bail-in” measures. In any event, holders of equity securities would have been the first to be affected by the impairment of Natixis.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 104 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Risk Management 3.2 Organization of Natixis’ internal control framework 3.2.1 Natixis’ internal control framework encompasses all the steps taken by the institution to ensure the measurement, monitoring and management of the risks that are inherent to its various activities in accordance with legal and regulatory requirements. The system complies with the provisions set forth in the French Ministerial Order of November 3, 2014 on internal control by companies in the banking, payment services and investment services sector. It is structured in accordance with the principles set out by BPCE, with the objective of ensuring a consolidated approach to risk within the framework of the control exercised by the shareholding group. The objective is to ensure the effectiveness and quality of the Company’s internal operations, the reliability of accounting and financial information distributed both internally and externally, the security of operations, and compliance with laws, regulations and internal policies. Overview of the internal 3.2.1.1 control framework (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis’ internal control framework comprises: first-level permanent controls performed by operational staff on V the processing in their charge, following internal procedures and legal and regulatory requirements; second-level permanent controls performed by four functions that V are independent of operational staff: the Compliance Department, which reports to the General V Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs, a member of the Senior Management Committee, is notably responsible for managing non-compliance risk, performing second-level controls, and organizing the first-level permanent control framework. The Compliance Department includes activities related to personal data, the Global Technology Risks Management (G-TRM) V Department, reporting to the Compliance Department, is responsible for managing IT risks. These may relate to information system security, business continuity, IT governance and strategy, IT production activities or processes related to changes in the information system, the Risk division, which is headed by the Chief Risk Officer, a V member of the Senior Management Committee, is responsible for measuring, monitoring and managing the risks inherent to the business activities, in particular credit and counterparty risk, market risks, structural balance sheet risks, operational risk and model risk, the Permanent Financial Control department which reports to V the Chief Financial Officer, a member of the Senior Management Committee, and to the Compliance Department, verifies the quality and accuracy of accounting and regulatory information; periodic control, assumed by the two Internal Audit Departments V Natixis CIB and AWM. It ensures, through inspections, the periodic control of the compliance of operations, the level of risk actually incurred, compliance with procedures, and the effectiveness and appropriateness of the entire internal control framework. The Natixis CIB and AWM Internal Audit divisions report to the Chief Executive Officer of their respective entity and to the Chairmen of the Board of Directors’ Risk Committees. Natixis is also included in the BPCE General Inspection audit plan. The General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs, an Executive director (appointed by the Board of Directors on February 8, 2023), is responsible for permanent controls and ensures their consistency and effectiveness. Natixis organizes its control functions on a global basis in order to ensure that the internal control framework is consistent throughout the Company. Second-level permanent control and internal audit functions within subsidiaries or business lines report to Natixis’ corresponding Central Control Departments, either on a functional basis in the case of subsidiaries or on a hierarchical basis in the case of business lines. The purpose of this structure is to ensure adherence to the following principles: a strict segregation of duties between units responsible for V performing transactions and those that approve them, in particular accounting teams; strict independence between the operational and functional units V responsible for undertaking and validating transactions, and the units that control them. The Control Functions Coordination Committee coordinates the system as a whole. The Executive directors, under the supervision of the Board of Directors, are responsible for implementing Natixis’ internal control framework in its entirety. The Board of Directors is kept regularly informed of all significant risks, risk management policies and changes made thereto, directly or via the Board of Directors’ Risk Committee.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 105 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Organization of Natixis’ internal control framework BPCE NATIXIS 1 ST LINE OF DEFENSE 2 ND LINE OF DEFENSE 3 RD LINE OF DEFENSE* CONTROL FUNCTIONS COORDINATION COMMITTEE (CCFC) Permanent Control Framework under the responsibility of the GFS General Counsel, Natixis S.A. Executive Director Periodic Controls (*incl audit missions of General Inspection of Groupe BPCE) GROUPE BPCE INTERNAL CONTROL COORDINATION COMMITTE (3CIG) RISK COMMITTEE ** AUDIT COMMITTEE ** COMPENSATION COMMITTEE ** COMPLIANCE FUNCTION SECURITY FUNCTION RISK FUNCTION FINANCIAL PERMANENT CONTROL FUNCTION INTERNAL AUDIT FUNCTION SENIOR MANAGEMENT COMMITTEE * (SMC) BOARD OF DIRECTORS OPERATIONAL DEPARTMENTS Controls 1.1 (operationals) Controls 1.2 (hierarchical / functional management) COMPLIANCE incl GLOBAL – TECHNOLOGY RISK MANAGEMENT & DATA PRIVACY OFFICE RISK PERMANENT FINANCIAL CONTROL – LOD2 INTERNAL AUDIT OF BUSINESS LINES / ENTITIES NATIXIS S.A. *incl Natixis SA Executive Directors ** main specialized committees where control functions are involved The Control Functions 3.2.1.2 Coordination Committee The Control Functions Coordination Committee (CFCC) is chaired by the Natixis Chief Executive Officer or his substitute, the General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs. It brings together the Chief Risk Officer, the Head of Compliance, the Heads of Internal Audit, the Head of G-TRM, the Head of the Permanent Financial Control Department, the General Secretary of BPCE (or his or her representative) and, as required, certain operational or functional managers such as the Head of Compliance Control. The CFCC coordinates the entire internal control framework by: addressing all issues pertaining to the organization and planning V of control services; highlighting areas of emerging or recurring risk within the scope V under consideration and reporting any significant anomalies observed to the executive body (for example, monitoring the backlog of the main corrective measures); and providing the executive body with updates on ongoing controls V performed by internal or external control functions or by regulators, and ensuring that the conclusions from these undertakings are taken into account by the operational business lines. The CFCC met four times in 2022. The conclusions of controls carried out under this system, supplemented with the results of internal and external audits are reported to the Board of Directors via its extensions, the Audit Committee and the Risk Committee. First-level permanent control 3.2.1.3 First-level permanent controls are carried out by operational or functional staff on the transactions they perform, following internal procedures and legal and regulatory requirements. Transactions may be subject to a control by operational staff themselves (level 1.1) and to a separate control by the chain of command or by a functional department responsible for validating these transactions (level 1.2). The first-level controls are centrally managed through a dedicated tool that is used to consolidate results, identify areas at risk and produce reports. The Compliance Department helps the operational departments or support functions define and update these controls.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 106 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Second-level permanent 3.2.1.4 control Second-level permanent controls are performed by four functions that are independent of operational and support function staff. The Compliance Department is responsible for carrying out permanent controls in relation to non-compliance risk, in particular around the following areas: client protection, professional conduct and ethics, market abuse, client due diligence (KYC) and financial security. In addition to the risks of non-compliance, the division carries out permanent second-level controls on certain operational risks. In addition, the Compliance Department monitors the implementation by operational business lines and support functions of the recommended corrective measures (for more details on non-compliance risk, see section 3.2.9). Data protection-specific controls are carried out directly by the DPO (Data Protection Officer). The main actions of the Global Technology Risks Management Department (G-TRM), concern the proper application, within the Natixis scope, of the policies, rules and controls in terms of technological risks defined by Groupe BPCE at the level of the Group Security Department. As such, this department defines policies and rules, carries out second-level control and oversees the assessment and management of associated risks. The second-level control plan is made up of a section that applies to Groupe BPCE as a whole supplemented by a section that is more specific to Natixis. It is the result of a risk-based approach. These controls are carried out on the basis of first-level controls reported by the contributors (Data & Technology Department, logical security correspondent for authorizations, local manager of the business continuity plan) (for more details on IT risks, see section 3.2.9). The Risk division performs controls on credit and counterparty risk, market risks, structural balance sheet risks, operational risk and model risk. Specific risks related to the asset management activities are included in these controls, and its scope of action extends to all the entities within Natixis’ consolidation scope. The Permanent Financial Control team of the Finance division reports functionally to the Compliance Department. This team helps to ensure the reliability of accounting and financial information, through the implementation of control frameworks covering accounting, tax returns and essential reports produced by the Finance division, which cover a number of reports required by the regulator (see section 3.2.2 “Internal control procedures relating to accounting and financial information”). Periodic control 3.2.1.5 The third level of control – the internal audit function – within the meaning of the revised Order of November 3, 2014 is carried out by the two Internal Audit Departments, Natixis CIB (for CIB activities and the GFS control functions) and AWM. accordance with BPCE’s audit charter. In accordance with these same principles, Natixis’ Internal Audit Departments coordinate global audit functions within their scope and are part of Groupe BPCE’s Internal Audit function. As such, they are independent of all Natixis’ operational and functional entities and are not entrusted with any operational role. Consequently, they can never be in a position of conflict of interest. They report to the Chief Executive Officer of their entity and to the Chairman of the Board of Directors’ Risk Committee. The Heads of Internal Audit Natixis CIB and AWM, responsible for the internal audit function, are permanent guests at Natixis’ and NIM’s Audit and Risk Committees, respectively. They have the opportunity to meet with the Chairman of the Risk Committee one-on-one. They have a strong functional link with BPCE’s General Inspection Division, in The Internal Audit Departments report on all their activities and projects to the Risk Committee, which then presents a summary report to the Board of Directors. They conduct audits across Natixis’ full scope (Natixis S.A., subsidiaries and branches) and cover all classes of risk arising from the various business line operations. They have full and unrestricted access to all information, confidential or otherwise. Their field of investigation encompasses all of operational activities, support functions – including entities in charge of permanent control assignments – and outsourced activities. For all the business lines, their audits lead to an assessment of the suitability of existing control points in the processes audited as well as an appraisal of the risks arising from the relevant activities. They are based on the work carried out in this area on a recurring basis by operational departments and second-level permanent control functions. The audits lead to recommendations ranked in order of priority to strengthen the mechanisms for controlling and managing audited risks and to make them more comprehensive. Natixis CIB's internal audit reports are sent to the Chairman of the BPCE Management Board and to the General Inspection Department and to Natixis’ Chairman of the Risk Committee and Senior Management, as well as to the audited units. Likewise, the AWM internal audit reports are sent to the Chief Executive Officer of NIM, to BPCE’s General Inspection Department and to the auditees. A summary is presented to Natixis’ Executive Management and Natixis’ Risk Committee. In conjunction with the AWM Internal Audit Department, the Natixis CIB General Inspection Department regularly monitors the implementation of recommendations and presents its findings to Natixis’ Senior Management Committee, the Risk Committee and the Board of Directors. To this end, they perform due diligence and carry out follow-up audits. The actions of the Internal Audit Departments are based on their annual audit programs submitted for approval to BPCE’s General Inspection Department, after consultation with the various members of the Senior Management Committee. These annual programs are part of a multi-year plan drawn up over a maximum of five years, defining intervention intervals and calibrating resources adapted to risks as well as regulatory recurrence requirements. Audit plans may be revised during the year, at the request of Senior Management or if circumstances require (current events, deterioration of the environment or the emergence of new risks, for example). The Natixis CIB and AWM internal audit departments also have the resources to carry out, in addition to their traditional audit assignments, ad hoc investigations designed to meet needs that arise during the year and not initially included in the audit plan. The annual and multi-year audit plans are approved by the Chief Executive Officer. The Annual Audit Plan is examined by the Risk Committee and approved by the Board of Directors. In 2022, Internal Audit Departments carried out assignments on all classes of risk generated by the activities, while continuing to strengthen the resources devoted to controlling risks related to market activities and the use of models, as well as maintaining constant vigilance over the control of compliance risks and credit risks potentially generated by the health and economic crises.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 107 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition, several projects and specialized sites have mobilized all Natixis CIB internal audit staff throughout its sector. The organization was reviewed following the implementation of the Groupe BPCE’s reorganization project and significant progress was made in convergence with the audit teams of the international platforms. As part of a continuous improvement approach, AWM internal audit has upgraded its internal reporting tools and streamlined and restructured its operation to bring together NIM’s internal audit teams and NWM, which will be fully effective from January 1, 2023 when a single AWM audit team will be set up. Internal control procedures relating to accounting 3.2.2 and financial information General system 3.2.2.1 Natixis is required to prepare and publish individual and consolidated financial statements and to submit all prudential and regulatory disclosures. The group, which it heads, has also been included since July 1, 2009 in the consolidated financial statements of Groupe BPCE. In this respect, the processes for preparing the consolidated financial statements and regulatory reporting as well as Pillar III, while being operationally autonomous, are in line with those of BPCE. The reliability of these processes is based on the following core principles: the definition, in coordination with BPCE, which monitors changes V in accounting regulations, and dissemination of the accounting and regulatory principles applicable to Natixis subsidiaries and branches, including the analysis and interpretation of new standards published during the period; documentation and management of the various stages of V preparation of these declarations; audit trails justifying all published accounting and management V data, based on the individual contributions made by each entity and restatements made centrally; documented and formalized first- and second-level control V frameworks, thus contributing to the management of risks related to accounting and financial information (balance sheet, net income, financial, regulatory and prudential information, Pillar III information); procedures for archiving and securing data; V support and appropriate training for the accounting and regulatory V reporting teams of those consolidated entities that use the consolidation and data collection tools so that best practices are shared across the Company. The preparation of the consolidated financial statements also relies on: the use of a direct consolidation method, rolled out throughout V Natixis, allowing for the analysis and control of the consolidation packages of each consolidated company via a formal review process; preparation of consolidated financial statements on a quarterly V basis. This allows for greater control over financial reporting within tight time frames; a process of automated accuracy and consistency checks of V individual information from consolidated entities whose non-compliance blocks the transmission of data. For the preparation of its financial information, Natixis has a powerful and secure tool for collecting accounting information on all its entities. This tool continues to be developed by acquiring new modules or by adapting existing modules to changes in standards. Natixis is also continuing its project to streamline and pool data input, via the generalized input of certified accounting quality data for all summary functions (accounting, regulatory, prudential, financial management, financial and risk management). Pillar III is included in the publication of the universal registration document. Pillar III contributions involve several departments. Pillar III is based on the publication of regulatory information produced through various declarations (COREP and FINREP, in particular). Lastly, Natixis, and Groupe BPCE more broadly, publish their financial information (consolidated financial statements, regulatory statements and Pillar III) on a schedule that complies with the practices of all banking players. Information on ESG requirements is communicated at Groupe BPCE level. Permanent control framework 3.2.2.2 for accounting, financial and regulatory information (including Pillar III) As part of its missions and in accordance with the Order of November 3, 2014 on the internal control of companies in the banking sector and European supervision by the Single Supervisory Mechanism, Natixis’ internal audit assesses the internal control procedures, in particular the accounting and financial procedures, of all consolidated entities, whether or not they have credit institution status. The fact that most subsidiaries have their own management and control functions means that internal control procedures are decentralized and are tailored to the organization of each of the consolidated entities, relying on a multi-tier accounting control process: a first level, where permanent controls localized in the operational V business lines are integrated into the processing process and formalized in detailed work programs; a second line of defense overseen by each entity’s Finance, V Compliance or Risk Departments where permanent second-level controls, independent of processing processes, are performed to ensure the reliability of related accounting and regulatory reporting processes and verify the existence and quality of the first-level controls; lastly, a final level of this system entrusted to Internal Audit in its V periodic control role. The accounting and financial reporting control framework is primarily based on the following fundamental principles: separation of the accounting production and control functions; V
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 108 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 homogenization of control processes within the various business V lines and entities of the Group: method, tool, feedback and timing of the process. It also draws on: the application of the principles defined by BPCE, which specifies V in particular the scopes subject to a two-level control process and which provides for the implementation of a management approach for the control teams. In addition, it is requested that the evaluation process of the production and control framework be broken down into five assertions in accordance with the BCBS 239 principles which are: documentation, organization, auditability, control, accuracy and clarity (only for internal management reporting); two types of missions, operational on the one hand, to carry out V first-level controls and their review and to carry out additional second-level controls (this work being carried out either within the framework of the orders, or in the form of interim missions), and organizational/support on the other hand, within the framework of the management and supervision of the control unit in accordance with the orientations of Groupe BPCE; formalized documentation as part of the “Accounting and financial V information quality control framework” drawn up by Groupe BPCE. This includes procedures that describe in detail the organization of the system; control maps showing the nature, frequency of performance and V responsibilities by level of control across all scopes (accounting and regulatory); centralized management within the Finance, Risks or Compliance V Departments, implemented by a dedicated Finance Control function, which reviews the first-level controls and, moreover, the performance of additional second-level controls; a risk-based approach, enabling the permanent financial control V teams to guide and pace their work with regard to the quality of internal control processes. Since 2022, a tool providing feedback on the performance of first- and second-level controls has been rolled out centrally as well as in subsidiaries and branches. This centralizes the various controls carried out by level 1 and level 2 as part of the closing work but also to report the work carried out as part of the interim missions. In addition, in this tool, the control frameworks and mapping are listed, updated and logged. In addition, in accordance with the BCBS 239 approach, control methodologies have been streamlined and standardized. At the end of the year, the formalization of the follow-up of the recommendations issued by the Permanent Financial Control Department completed the scope of coverage of this tool on Natixis Paris. Initially being tested on the Natixis Paris scope, this module will be extended to the entire scope in 2023. In addition to the operational control missions assigned to it, the Permanent Financial Control Department carries out the following tasks as part of the management and supervision of the financial control unit within the consolidated Natixis Group: definition of the financial control policy applicable to Natixis and its V subsidiaries: organizational and operational principles of permanent internal control in the regulatory, prudential, accounting and tax fields, in accordance with the policy established by Groupe BPCE; management of the financial control framework within the V subsidiaries, working with the Permanent Financial Control officers appointed by each of the local Financial, Compliance or Risk Departments. This takes place through Financial Control Committee Meetings, themed workshops, and bilateral cooperation with international entities and platforms; monitoring and implementing an accounting and regulatory control V environment within each entity by collecting and operating a set of periodic reporting dashboards. The results of these dashboards are then sent to each entity, including a process for alerting the finance, compliance or risk officers and, if necessary, the central or local Control Functions Coordination Committees; continuation of actions undertaken to strengthen second-level V financial controls. Scope of accounting and financial information For accounting, permanent and periodic controls apply to the completion and/or monitoring of: for justifying accounts, accuracy and veracity checks, such as the V procedures for management/financial account reconciliation (on-balance-sheet outstandings and off-balance-sheet commitments), reconciliation of cash accounts and checking and clearing of suspense items; consistency checks through analytical reviews; V checks to make sure income and expenses are allocated to the V correct period; compliance and presentation controls relating to compliance with V accounting rules; correct processing of specific transactions in line with the relevant V principles; controls of financial information by ensuring the traceability and V completeness of the data; adjustment of anomalies identified at the time of these controls as V well as the corresponding analyses and documentation. These controls are conducted using several accounting systems, whose number is being reduced, however, due to the integration of a significant part of Natixis’ consolidated scope into the target financial information ecosystem. Natixis and its subsidiaries continue to develop their accounting and financial control procedures and to equip themselves with appropriate audit trail tools. The Finance division has a role of supervising, supporting and monitoring the controls carried out within the subsidiaries. Scope of regulatory and prudential information (including Pillar III) The regulatory , financial and prudential area, like the accounting scope, has a permanent and periodic control framework based on the same types of controls. In addition to, and in order to take into account the specificities inherent in the regulatory, financial and prudential field, the control framework is also based on: general controls on the quality and updating of documentation V relating to the production process; a review of the governance and relevance of the organization; V a review of the 1st level in terms of relevance, efficiency, V formalization and documentation; controls on quality, traceability and data processing (in line with V the BCBS 239 program) necessary for the production of these declarations; consistency checks between published reports, where possible V and relevant;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 109 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 compliance and presentation controls in respect of the regulatory V requirements specific to each reporting process. the follow-up of the corrective actions implemented following the V recommendations issued by the financial control. Pillar III is governed by specific provisions strictly defined by Groupe BPCE (in particular the framework for the preparation and publication of reports and management indicators) aimed at strengthening the production, control and publication environment of the report and the quality of its underlying indicators. Its review is carried out jointly by Natixis’ Risk division and Financial Control, based on the Group’s standard assessment grid. It should be noted that Pillar III is fully in line with the internal control framework mentioned above in accordance with the Group BCBS 239 methodology as essential reporting. For the prudential indicators underlying Pillar III, their assessment is fully integrated into Natixis’ existing permanent control framework through quarterly closing checks and ad hoc missions under reporting requirements. Changes to the mechanism 3.2.2.3 In 2022, the system for controlling accounting, financial, regulatory and prudential information was strengthened and adapted: effective deployment of the new finance hub in Porto and more V specifically at second-level control terminals in the Accounting & Tax scope; following the disposal of the Insurance & Payments divisions, the V accounting supervision and control framework no longer cover the Insurance and Payments entities whose shares were sold to BPCE; implementation of a control mechanism for RUBA reporting, first V published on 31/01/2022; deployment of tool for reporting the results of permanent 1 st and V 2 nd level controls in Natixis subsidiaries and branches as well as implementation of monitoring of recommendations tested on the scope of Natixis Paris in the fourth quarter of 2022 in view of an extension to the entire scope in 2023; implementation of remedial actions in response to V recommendations issued by the ECB; definition of an exceptional control framework to monitor and V assess the impacts of the transfer of entities from the Insurance and Payments divisions to Natixis’ financial statements; continued definition and deployment of the anti-corruption V framework dedicated to the French Anti-Corruption Agency (AFA) within the scope of Natixis Paris and in certain subsidiaries; systematic production of second-level control grids (LoD2) with V regard to essential reporting, with the dual objective of contributing to Natixis’ BCBS 239 system and complying with BPCE’s guidelines on the control of essential reporting; the ongoing progress of the project to streamline the information V systems used for market and financing transactions in France and abroad; the continuation of remediation actions in response to the V recommendations issued during the work of the decree control and specific missions. In 2023, the main areas of development will notably concern: implementation of changes in standards relating to the new CRR2 V regulatory provisions (COREP Solvency), particularly in terms of calculating capital requirements and mainly involving reclassifications and internal risk transfers; continued project to rationalize and pool the data used by various V summary systems, for the acquisition, control and transformation of accounting and management data in the datalake so that they can be used by various users; completed roll-out of the tool for reporting the results of first- and V second-level permanent controls in Natixis subsidiaries and branches, in particular concerning the formalization of the monitoring of recommendations initiated at the end of 2022; the continuation of remediation actions in response to the V recommendations issued by the ECB; Other controls 3.2.2.4 In addition to the control procedures followed by the Finance divisions responsible for preparing individual or consolidated accounts, the quality of accounting controls is verified by: audits conducted by the Statutory Auditors. This work is carried V out by a group of firms working in a uniform manner each quarter on most of the entities falling within Natixis’ scope of consolidation and whose opinions rely on, in particular, compliance with policies determined by Natixis and validated beforehand and the effectiveness of local internal control procedures; the assignments carried out by Natixis’ CIB and AWM's internal V audit and by BPCE’s General Inspection teams; the on-site reviews carried out by the banking supervisory V authorities as well as the thematic surveys initiated by them.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 110 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Risk governance and 3.2.3 management mechanism Risk Management framework 3.2.3.1 (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis’ risk governance is based on a structured organization involving all levels of the bank: the Board of Directors and its Special Committees V (Risk Committee, Audit Committee, etc.); the Executive directors and the Special Risk Committees they chair V within the bank; the three lines of defense: business lines, independent control V functions and internal audits of Natixis entities. The risk management division steers the risk appetite framework, recommends risk policies consistent with those of Groupe BPCE to Senior Management for approval, and makes proposals to the executive body on principles and rules in the following areas: risk-taking decision procedures; V the delegation framework; V risk measurement; V risk oversight. V It is supported by a structure of Executive Committees involved in the management and supervision of Natixis’ risks, whose umbrella committee is the Global Risk Committee, which meets at least once a quarter, chaired by the Chief Executive Officer. It regularly reports on its work, submitting its analyses and findings to Natixis’ Executive directors, to Natixis’ supervisory body, and to Groupe BPCE. A summary view is regularly produced and presented in the form of dashboards to report on the various risks incurred (credit, market, liquidity, operational, model, etc.). To fulfill these responsibilities, the Risk division uses an IT system tailored to the operations of Natixis’ business lines, applying its modeling and quantification methods for each type of risk. The Compliance Department is responsible for managing the compliance risk of Natixis S.A., its French and foreign branches and subsidiaries through a network structure. The Global Technology Risks Management (G-TRM) Department, reporting to the Compliance Department, is responsible for managing IT risks. For more details on the organization of the Compliance Department and the frameworks for managing compliance and IT risks, please refer to Section [3.2.9]. Organization of the Risk 3.2.3.2 division The Risk division is structured as an independent function and organized in a global matrix that covers all risk scopes under its responsibility and related geographic areas. The Risk division is organized around four main areas: The Enterprise Risk Management department consolidates a V cross-functional view of risks, ensures the overall steering of the risk appetite framework, the definition of risk measures, the coordination of the BCBS239 supervision mechanism and regulatory monitoring. The Credit Risk, Market Risk, Operational Risk & Risk Function V Oversight and Structural Balance Sheet Risk departments cover the risks of their respective scope in France and internationally and across all business lines. The regional departments cover risks on the Asia-Pacific, EMEA V (Europe, Middle East, Africa - excluding France) and North and South America/CUSO (Combined US Operations) platforms. The Risk divisions of the Asset & Wealth Management division V (Natixis Investment Managers and Natixis Wealth Management) are in charge of supervising all risks arising from asset and wealth management activities. The Risk division also relies on two centers of expertise shared at Groupe BPCE level, located within Groupe BPCE’s Risk division and functionally reporting to the Natixis Chief Risk Officer: The MRM & Wholesale Banking Validation department, which V performs the independent validation of models as part of the Group’s model risk management framework. The Climate Risk department, which is in charge of the operational V monitoring of climate risks and supports the deployment of the climate risk supervision mechanism within the Group and Natixis’ business lines. Lastly, an IT department is dedicated to the IT systems involved in the supervision of Corporate & Investment Banking risks. This department is part of the Corporate & Investment Banking IT Systems division and reports functionally to the Risk division. Risk culture 3.2.3.3 Natixis is defined by its strong risk culture at every level of the organization. The risk culture is central to the risk function’s guiding principles, as set out in the Risk Division Charter. The risk culture framework is based on two main pillars: harmonizing best practices within the bank by deploying a V compendium of risk policies, standards and procedures covering all the bank’s major risks (credit, market, operational and model) and outlining the bank’s strategic vision and risk appetite;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 111 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 deployment of a strategy to promote a strong and consistent risk V culture throughout the organization, based on three areas: awareness-raising and communication, bringing together 1. digital and physical communication initiatives (newsletter, internal social network, SharePoint, conferences, etc.) addressing topical issues on the risk management framework and the risk environment or case studies; training, with an expanded corpus of mandatory or on-demand 2. training on the entire risk supervision system, as well as specific training related to changes in the regulatory environment or the risk supervision system; career paths, including the promotion of internal mobility within 3. and between departments (support and business lines) and a specific on employees on-boarding Moreover, Natixis' Code of Conduct actively contributes to the promotion of the risk culture, as it defines the rules of conduct applicable to all employees, and encourages greater involvement and accountability. These rules fall into the following themes: being client-centric; V behaving ethically; V acting responsibly towards society; V protecting Natixis’ and Groupe BPCE’s assets and reputation. V Natixis has established a management framework, including a dedicated governance involving the business lines, human resources, the Compliance Department and the Risk division. The code of conduct is subject to mandatory training for all employees. In addition, since 2021, Natixis has had a reporting mechanism called I-CARE “Issues Considered As Reportable for Escalation”. This framework targets the “issues”, meaning any malfunction, failure or weakness identified in a process, system or control that could expose Natixis to one or more risks. Lastly, Natixis’ compensation policy is structured in a way that encourages the long-term commitment of the employees and reinforces company's attractiveness, without incentivizing excessive risk taking behaviors. Adequacy of risk management 3.2.3.4 framework During 2022, the Board’s Risk Committee was presented with a summary of the main changes in risk policies during the year as well as an assessment of the adequacy of the risk management framework. These systems cover all risks, as described in the order of November 3, 2014 on internal control, amended by the order of February 25, 2021. Risk appetite 3.2.3.5 (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis’ risk appetite is defined as the nature and the degree of risk that the bank is willing to take within the bounds of its business model and strategy. It is established in a manner consistent with the strategic plan, the budget process and the activities carried out by Natixis and falls within the general framework of Groupe BPCE’s risk appetite. The framework is based on two elements: the Risk Appetite Statement (RAS), which sets out, in qualitative 1. and quantitative terms, the risks that the Bank accepts to take based on its business model; the Risk Appetite Framework (RAF), which describes the 2. interface between the organization’s key processes and the implementation of the governance that puts the RAS into action. The Risk appetite is reviewed annually by Senior Management and approved by the Board of Directors after consultation by the Risk Committee. Risk Appetite Statement Natixis’ risk appetite principles result from the selection and control of the types of risks that the Bank accepts to take in pursuit of its business model. They ensure consistency between Natixis’ overarching strategic guidelines and its capacity to manage risks. The business model developed by Natixis is based on its recognized areas of expertise (corporate financing, capital market activities, asset and wealth management), in response to the needs of its clients and those of Groupe BPCE. The Bank seeks sustainable and consistent profitability in balance with its consumption of scarce resources (capital, liquidity, balance sheet). It declines any engagement with activities that it does not master. Activities with high risk/profitability ratios are subject to strict selection and oversight. Market risk management in particular has a highly selective investment approach, coupled with limited tolerance for extreme risk, and very close monitoring. Natixis incurs risks that are intrinsic to its Corporate & Investment Banking and Asset & Wealth Management business activities: credit risk generated by Corporate & Investment Banking is V managed under specific risk policies adapted by business and subsidiary, concentration limits defined by counterparty, country (mature and emerging), sector, and through extensive portfolio monitoring with stress tests and segment reviews. The framework allows for the selective management of issue commitments through independent analyses (business lines/risk function) conducted by the various Credit Committees; the bank’s market activities – which aim to meet the needs of its V clients and exclude all forms of proprietary trading – incur market risk. The market risk supported thereby is managed according to a body of risk policies and specific qualitative and quantitative indicators (e.g. list of authorized instruments, VaR measurement, stress tests, sensitivities); leverage risk and liquidity risk are monitored by the Buffer, V Operations, ALM & Treasury Department and are subject to specific oversight by Senior Management within a dedicated governance body (ALM Committee every two months). These two risks require setting specific objectives for managing scarce resources using a dedicated framework and management objectives for leverage required for business lines. In addition, liquidity risk is monitored in collaboration with BPCE, the “ultimate lender” for affiliates and responsible for MLT issues of public “vanilla” financing. Within structural balance sheet risks, Natixis is exposed to credit spread risk;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 112 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 the bank’s solvency trajectory is set by Senior Management and V overseen by the Financial Performance & Capital Steering Department, which sets the target levels of capital and capital consumption. This trajectory takes into account changes in the bank’s scope and activity, methodological changes, particularly with regard to the calculation of regulatory capital requirements, as well as debt or capital issuances; operational risk, due to its nature, is present across all the bank’s V business lines and functions. It is managed through a system, which has been rolled out across the business lines and geographic areas, using a shared data collection tool to map risks on an annual basis and provide feedback on losses and incidents, in collaboration with the other control functions, which enables to implement corrective and preventive action plans accordingly. As a rule, Natixis has no particular appetite for operational risk and manages it very closely; Natixis is exposed to non-compliance risk in respect of banking V and financial regulations, which it is committed to controlling through the implementation of a Code of Conduct and compliance with the laws, regulations and standards governing its activities, in France and internationally, in the realm of financial security, ethics and client protection; Natixis’ most important asset is its reputation and its relationship V with its clients. Clients’ interests are therefore put first and the bank – irrespective of the business activity, entity or geographic area – is dedicated to operating at the highest level of ethical standards, and in line with the best transaction execution and security. This risk arising from the existence of other “direct” risks such as financial, legal or operational risks is closely monitored using indicators that combine an ex ante/ex post approach; model risk concerns both internal models within the meaning of V Directive 2013/36/EU (CRD IV) and all other models used by the bank (including those used for the valuation of financial products) within the meaning of the definition of a model under Directive SR 11-7 of the Board of Governors of the Federal Reserve System. It mainly concerns Corporate & Investment Banking market activities and is subject to dedicated governance and monitoring through specific indicators; Asset Management activities involve reputational, V non-compliance (specific management of conflicts of interest) and operational risks. They are also exposed to investment risks (Private Equity, seed money and real estate). Revenues are highly dependent on market trends. In addition, a large part of the financial risks is borne by investors, as asset management is a fiduciary activity; Natixis is also exposed to the following global risks: business and V strategic risks, risks related to macro-economic and regulatory changes (unfavorable economic conditions and the strengthening of regulatory requirements), and those related to other external factors. As such, risks related to climate change are directly integrated into Natixis’ main risk identification and monitoring processes. Risk Appetite Framework Each risk identified and considered material for the bank is monitored using an indicator and tolerance thresholds: a threshold setting the risk enveloppe allocated to each business V line; and a limit stating the maximum risk that, if exceeded, would pose a V risk to Natixis’ business continuity and/or stability (in terms of solvency, liquidity, results and reputation). Any breach of the tolerance thresholds (thresholds and limits) defined in the Risk Appetite Framework is subject to a notification and escalation procedure with Executive directors and subsequently the supervisory body. This operational framework is applied by type of risk (credit and counterparty risk, market risk, structural balance-sheet risks, including liquidity risk and leverage risk, operational risk, solvency risk, etc.) and draws on Natixis’ pre-existing measuring and reporting systems. It is regularly reviewed, consolidated and presented to the Senior Management Committee and the Board of Directors’ Risk Committee. The risk appetite framework forms part of Natixis’ main processes, especially regarding: risk identification: risks are mapped every year to give an overview V of the risks to which Natixis is or could be exposed (by business line and type of risk). With this approach it is possible to identify material risks, the indicators of which are included in the risk appetite framework; the budget process and overall stress tests; V the Group strategic plan – BPCE 2024. V In accordance with regulations concerning systemically important financial institutions, Groupe BPCE has drawn up a recovery prevention plan (PPR). Risk reporting and assessment 3.2.3.6 systems At both local and central level, the finance and risk function teams aggregate the data and produce consolidated risk indicators and reports. The information system of the risk assessment framework is global and deployed across the entire scope (including Natixis subsidiaries and branches) in France and internationally. In line with the BCBS 239 regulation, the IT architecture principles have been clarified, endorsed and backed by the implementation of a master scheme with a multi-year deployment plan. This work defined a target architecture for the risk and finance functions in order to comply with the requirements of BCBS 239, the principles of which are structured around the following objectives: the production of risk indicators is based on operational data V placed under the responsibility of the business lines and certified within the “Golden sources” applications; risk and finance applications share common data frameworks; V the alignment of data between the central (Natixis S.A.) and the V local (subsidiaries and branches), including with regard to Groupe BPCE; the automation of business processes and reporting practices, V particularly through the risk and finance datalake; the ability to access the full history of data and the associated V audit trail through the various repositories; easy access to data and measurements produced through V standardized analysis tools and interfaces; the consistency of risk measurements with respect to accounting V and the ability to cross-reference finance and risk data calculated at the contract/transaction level; the implementation of control and monitoring processes to V monitor the quality of the data and the consistency of the measurements.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 113 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 These architecture principles are applied to the following six main application scopes: the calculation chains for credit risk, market risk, counterparty risk, V structural risks (liquidity, interest rate, foreign exchange) and operational risk; the prudential chain for the calculation of RWA. V Risk typology 3.2.3.7 (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis is exposed to a set of risks inherent to its activities, which may change, particularly as a result of regulatory requirements. Credit and counterparty risk Credit risk is the risk of financial loss due to a debtor’s inability to honor its contractual obligations. Assessing the probability of default and, in such cases, how much we can expect to recover is a key component of measuring credit quality. Credit risk increases in periods of economic uncertainty, insofar as such conditions may lead to a higher rate of default. Counterparty risk is the risk of exposure to a counterparty defaulting on market transactions. Counterparty risk evolves as market parameters fluctuate. Natixis is exposed to these risks because of the transactions it executes with its clients (for example, loan activities, over-the-counter derivatives (swaps, options, etc.), and repurchase agreements, etc.). Securitization risk Securitizations are transactions whereby credit risk inherent to a set of exposures is housed in special-purpose entities (generally a special-purpose entity (SPE) or “conduit”), which is then divided into tranches, usually for the purpose of selling them to investors. The SPE issues units that may in some cases be subscribed for directly by investors, or by a multi-seller conduit which refinances the purchases of its shares by issuing short-maturity notes (treasury notes or commercial paper). Rating agencies assess the creditworthiness of available-for-sale units for investors. In general, securitizations have the following characteristics: they result in a material transfer of risk where the transaction is V originated by Natixis; payments made in the course of the transaction depend on the V performance of the underlying exposures; the subordination of tranches, defined by the transaction, V determines the distribution of losses over the term of the risk transfer. Market risk Market risk is the risk of loss in value caused by any adverse fluctuations in market parameters. These parameters notably include the prices of securities (bonds, equities) and raw materials, interest rates, prices of derivative financial instruments and foreign exchange rates. Asset liquidity is an important component of market risk. In the event of insufficient or non-existent liquidity (for example, because of a reduced number of transactions, or a major imbalance in the supply and demand of certain assets), a financial instrument or any other tradable asset may not be able to be traded at its estimated value. The absence of liquidity may lead to reduced access to capital markets, unforeseen cash or capital requirements, or legal restrictions. Operational risk Operational risk is the risk of loss due to inadequate or failed internal processes, whether this is attributable to employees or information systems, or related to external events with financial, regulatory, legal or reputational impacts. The Groupe BPCE Insurance Department is tasked with analyzing insurable operational risks and taking out appropriate insurance coverage. Natixis and its subsidiaries benefit from insurance policies pooled with Groupe BPCE against potentially significant consequences resulting from fraud, embezzlement and theft, operating losses or the incurring of Natixis’ civil liability or that of its subsidiaries or the employees for which it is responsible. Non-compliance risk Non-compliance risk is defined in French regulation as the risk of a legal, administrative or disciplinary penalty, accompanied by significant financial losses or reputational damage, that arises from a failure to comply with the provisions specific to banking and financial activities, whether these are stipulated by national or directly applicable European laws or regulations, or by instructions from executive directors, issued in accordance with the policies of the supervisory body. This risk is a sub-category of operational risk, by definition. Cyber risk Cyber risk is caused by a malicious and/or fraudulent act, perpetrated digitally in an effort to manipulate data (personal, banking/insurance, technical or strategic data), processes and users, in order to cause material losses to companies, their employees, partners and clients. The transformation of banking information systems, the new technologies it heralds and the increased outsourcing of related services offer cybercriminals new opportunities to carry out increasingly sophisticated and automated attacks. Natixis’ ability to conduct its business is determined by the availability of its information system, the guaranteed integrity and confidentiality of data and the traceability of every transaction. Reputational risk Reputational risk is the risk of damage to the confidence shown in the Company by its clients, counterparties, suppliers, employees, shareholders, supervisors, or any other third parties whose trust, in whatever respect, is a prerequisite for the normal conduct of business. Reputational risk is essentially a risk contingent on the other risks incurred by the bank.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 114 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Legal risk Legal risk is defined under French regulations as the risk of any legal dispute with a third party, arising from an inaccuracy, omission or deficiency that may be attributable to the Company’s operations. Model risk This is the risk of direct economic loss or economic loss as a consequence of an image problem or legal dispute or reputational harm, due to errors made when defining, implementing or using valuation models, regulatory capital models or other models. Overall interest rate risk The overall interest rate risk is defined as the risk of losses on the banking portfolio as a result of adverse changes in interest rates due to inconsistencies between the rates in use and those of the assets. As is the case for most corporate and investment banks, Natixis has very few financial assets and liabilities generating structural interest rate positions. Natixis’ overall interest rate risk concerns contractual transactions. The most significant positions concern exposures on the short end of the yield curves and are related in particular to the shift in the IBOR rate resetting date. It is therefore a second-order risk at the bank level. Liquidity and refinancing risk Liquidity risk is the risk that Natixis will be unable to honor its commitments to its creditors due to the positive difference of maturities between assets and liabilities. This risk could arise, for example, in the event of massive withdrawals of customer deposits, a crisis of confidence, or an overall market liquidity crisis. As a corporate and investment bank, this risk results primarily from mismatched positions between transactions with contractual maturities, as Natixis has fewer stable and permanent client resources than retail banks, and partly funds its operations on the markets. Within a liquidity crisis context, the liquidity spread risk is the risk of an increase in the cost of financing, due to long-term assets with fixed rates or the replacement of long-term funds at higher margins than those currently available for use. Structural foreign exchange risk Structural foreign exchange risk is defined as the risk of transferable shareholders’ equity loss generated by an unfavorable fluctuation in exchange rates against the currency used in the consolidated accounts due to a mismatch between the currency of net investments (refinanced by purchases of the same currency) and the currency of the shareholders’ equity. Natixis’ structural foreign exchange risk for the most part concerns structural positions in the US dollar due to the consolidation of foreign branches and subsidiaries funded in this currency. Other risks Strategic risk is the risk inherent to the strategy chosen or resulting from Natixis’ inability to implement its strategy. Climate risk is the increased vulnerability of businesses to variations in climate indices (temperature, rainfall, wind, snow, etc.). It may be physical in nature (increase in extreme weather events) or related to environmental transition (new carbon regulations). Environmental and social risks arise from the operations of the clients and companies in which Natixis invests. Stress tests 3.2.3.8 Natixis has developed a comprehensive stress test mechanism to dynamically monitor and manage risks. The tool is an integral part of Natixis' risk management, financial performance and capital management systems and contributes to the planning process for capital and regulatory requirements. Natixis’ stress test mechanism is structured as follows: comprehensive internal and external exercises; V periodic regulatory exercises; V specific exercises by scope. V Comprehensive internal stress tests The purpose of comprehensive internal stress tests is to assess the impact of a baseline economic scenario and of stressed economic scenarios on a bank’s income statement, risk-weighted assets and equity. The scenarios proposed by the Economic Research team are discussed and approved at a Groupe BPCE Executive Management Committee Meeting and presented at a Natixis Senior Management Committee Meeting. They are converted into levels or shocks to economic and financial variables, such as GDP, inflation, employment and unemployment, interest and exchange rates, main stock market indice levels, and commodity prices, over a three-year period. These variables are factored into projection models used by Natixis to apply stress to the various aggregates on the income statement, risk-weighted assets and equity. The baseline scenario’s trajectory is derived from market consensus, forwards and futures. For the global internal stress testing exercise conducted in 2022, the context meant that the stressed scenarios had to be adapted in terms of the Russian-Ukrainian crisis and its consequences. Thus, a first stressed scenario is based on the risk that the instability of the euro zone could induce due to massive indebtedness and the rise in extremes in several countries. A second stressed scenario is based on a scenario of sustained inflation and a rise in interest rates. The first stressed scenario is characterized by political instability in the euro zone, in particular due to the coming to power in 2022 of extremes in Italy, the fragmentation of Spain and an increased perception of risk on sovereign debt among peripheral countries where Germany’s support is no longer fully assured. With inflation higher than expected, in particular because the war in Ukraine is having a lasting impact on energy prices, the ECB is set to tighten monetary conditions and refuse any support to contain the widening of sovereign spreads. A reorientation of capital in € towards the United States would weaken the €/$. The risk aversion situation, which also impacts the United States, could lead to a rate cut by the Fed in 2023. These elements may also have repercussions on the equity markets, which could be permanently affected. The second stressed scenario simulates a context of sustained inflation, close to stagflation. Central banks could be forced to aggressively tighten monetary conditions. Wages may not keep up with these rapid increases in rates and inflation, causing a decline in consumption and GDP. An increase in rates would also affect long-term rates, putting a strain on borrowers’ credit quality. The tightening of central bank monetary policies would have a sudden and lasting impact on equity markets and credit spreads.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 115 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The reverse scenario, used for the reverse stress test, is based on the second stressed scenario insofar as this scenario affects all Natixis business lines, all its vulnerable areas and all geographical areas where it operates and where the ratios reach the predefined target levels for a contrasting scenario. These projections are based on internal models, based on the sensitivities and trends observed in financial and economic variables, or on internal historical data. The results of the stress tests were approved by the Senior Management Committee and presented to the Risk Committee of the Board of Directors. They have been analyzed as part of the process of calculating Natixis’ solvency trajectory. This impact was measured in terms of net income (Group share), net banking income, risk-weighted assets and Common Equity Tier 1. These tests help evaluate the areas where Natixis shows vulnerability or weakness and contribute to the establishment of adaptive or remedial measures. Regulatory stress tests Regulatory stress tests correspond to ad hoc requests from the ECB, the EBA, and any other supervisor. The last regulatory exercise (climate stress test) was carried out in the first half of 2022 on the basis of methodologies published by the SSM on behalf of the ECB. Natixis contributed to the exercise conducted for Groupe BPCE’s scope. Specific stress tests The specific stress test exercises run by the Natixis' Risk division are detailed in the dedicated sections of this document (and in particular the credit stress tests detailed in section [3.2.4.10] “Commitment monitoring framework”, as well as the market stress tests detailed in section [3.2.6.3] “Market risk measurement methodology”). Credit and counterparty 3.2.4 risks Organization 3.2.4.1 The risk control framework is overseen by the Risk division with the active involvement of all the bank’s business lines and support functions. All the internal standards, policies and procedures are consistent with BPCE’s framework and are reviewed periodically to take into account the results of internal controls, regulatory changes and the bank’s risk appetite. Credit risk management and control are performed in accordance with the segregation of duties. Accordingly, together with the other divisions, the Risk division is in charge of monitoring credit risk through various teams that: define the credit risks policies and internal credit risk management V procedures; set credit risk limits and exposure thresholds; V issue transaction authorizations after a counter-analysis of the V credit risk and the counterparty risk in line with the processes for credit approval and limit authorization; ownership of internal methodologies and models based on rating V experts and LGDs; implement second-level permanent controls; V monitor exposures and report to Senior Management. V Working with the business lines, the main duty of the Risk division is to provide an opinion, based on all relevant and useful information, on the risks taken by the bank. Credit decisions are made within the limit authorizations granted jointly to the business lines and to certain members of the risk function, and are approved personally by the Chief Executive Officer or any other person they authorize to that end. They are sized by counterparty category and internal credit rating, and by the nature and duration of the commitment and compliance with various risk policy criteria defined by sector and/or activity. In conjunction with BPCE, Natixis has defined the rating methods applicable to the asset classes held jointly. The credit risk monitoring framework is based on the establishment of a number of Committees whose main objectives are as follows: make individual risk decisions on limits, ratings and LGDs of all V types of counterparties and all types of transactions via the Natixis Credit Committee (CCN) or the Regional Credit Committee (CCR) in accordance with the level of the delegation established by Natixis; ensure compliance with the limits and take all necessary specific V actions via the Credit Risk Limits Supervisory Committee; decide on the monitoring of counterparties and their level of V provisioning, carry out enhanced monitoring of these counterparties via the Watchlist and Provisions Committee; validate the fair value measurement of overholding transactions V following the unfinished distribution process according to IFRS rules and the ECB guidelines via the Fair Market Valuation Committee; record credit risk decisions on matters not relating to individual V counterparties within the framework of the Natixis Credit Risk Committee; validate sector, country and sovereign ratings, recommending the V probabilities attached to IFRS 9 scenarios, presenting and validating internal stress-test scenarios, presenting analyzes on topics identified by Senior Management via the Geo-Sectoral Committee. Risk profile 3.2.4.2 Natixis’ risk profile is governed by the risk appetite and risk policies, which include the sector limits set by Natixis and the various country caps. Natixis is exposed to credit, counterparty and distribution risk as part of its activities with its large corporate clients in 27 countries: financing operations: V via the origination, arrangement and syndication of traditional V “plain vanilla” financings, and the management of the portfolio of all these financings under the “originate-to-distribute” model, via the origination, arrangement and syndication of strategic V financing and acquisitions (acquisition financing, LBO financing) but also financing on the primary bond and equity markets, via financial engineering on investments and advice on financial V structure; market activities: through interest rate hedging, foreign exchange, V commodity, equity or repurchase agreements;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 116 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 trade finance activities; V Specialized Financing operations organized around three main V business lines: Infrastructure & Energy, Real Estate & Hospitality and Aviation; securitization and structured credit activities. V Objectives and risk policy 3.2.4.3 Natixis’ risk policies have been defined as a component of the bank’s overall risk appetite and credit risk control and management framework. The policies are the product of consultation between the Risk division and the bank’s various business lines. They are intended to establish a framework for risk-taking while applying risk appetite and Natixis’ strategic vision by business line or by sector. Natixis now has some 20 risk policies, which are regularly revised and cover the various Corporate & Investment Banking business lines (corporates, LBO, aircraft finance, real estate finance, project finance, commodities finance, banks, insurance, etc.) and those of the subsidiaries. The framework defined by these risk policies distinguishes between recommendations based on best practices, and strict (qualitative or quantitative) supervisory criteria, any deviation from which affects the decision-making process and the usual system of limit authorizations. Natixis also has seven sectoral ESR policies, which are taken into account when analyzing applications. The quantitative framework is generally based on: commitment limits by business line or sector; V commitment sub-limits by type of counterparty, type of product, or V sometimes by geographic area; parameters included in the risk policies (maximum terms, financial V ratios, diversification criteria, etc.). This framework helps monitor the concentration of the bank’s commitments in relation to a given sector or type of risk. The qualitative framework is, for its part, built on the following criteria: business sectors: preferred sectors, banned sectors; V targets: clients to be targeted or excluded based on various criteria V (size, rating, country of operation, etc.); structuring: contractual clauses, guarantee scheme, etc.; V products. V Checks are carried out as required during the individual processing of loan applications to ensure the correct application of the risk policy. Overall monitoring also takes place on a quarterly basis (checking compliance with limits and the number of deviations) and is presented to the Global Risk Committee. Finally, a global policy also governs exposure to Natixis’ main sectors. As with any credit policy, any breach of one of the sector limits in place is reported to the relevant Committee/body for decision and, if necessary, a remediation plan is proposed to reduce the sector exposure below the level of the corresponding limit. General principles for granting 3.2.4.4 and managing credit risks Natixis’ credit risk measurement and management procedures are based on: a standardized risk-taking process, structured via a system of limit V authorizations and decision-making Committees; independent analyses carried out by the Risk division during the V loan application review process; rating tools and methodologies providing standardized and tailored V assessments of counterparty risk, thereby making it possible to evaluate the probability of default within one year and the loss given default; a framework for monitoring counterparties with a high level of risk; V information systems that give an overview of outstanding loans V and credit limits; a framework for monitoring and escalating limit violations; V regular information to management and the central body via the V dissemination of dashboards, in particular to monitor changes in the indicators defined as part of the risk appetite framework. In addition, in the context of the health crisis, Natixis has strengthened its credit risk monitoring and anticipation processes by: the implementation of identifiers in its information systems for V clients who have benefited from support measures (loans guaranteed by the State, moratoriums, adjustments or specific financing related to the crisis, etc.); the introduction of new dashboards to monitor changes in the V exposures of clients who have benefited from the support measures; specific reviews of portfolios in vulnerable sectors with the V implementation in certain cases of risk management actions; cost of risk anticipation exercises based on granular portfolio V reviews. With regard to CSR (Corporate social responsibility), Natixis has gradually rolled out several tools to assess and manage its exposure within Corporate & Investment Banking. The Credit Risk Department ensures the integration of ESG (environmental, social and governance) criteria into sectoral credit policies and the consideration of climate risk in the Bank’s transaction approval and review process for Corporate & Investment Banking and ensures the operational implementation of climate risk identification tools. It relies on the expertise of the CSR Department for the most sensitive transactions. Thus, during the credit granting and periodic review process, each file is subject to a specific assessment according to the following system: application of the “Green Weighting Factor” tool, which consists of V assessing the climate impact of transactions via the allocation of a climate rating; updating of the climate ratings assigned to each transaction V during periodic reviews and presentation to the Credit Committee;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 117 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 analysis of compliance with commitments (compliance with V applicable CSR policies and associated exclusion lists, particularly in the coal and oil sectors); application of the “ESR Screening” system: identification and V assessment of the environmental, social and governance risks of corporate clients during the KYC system and in-depth analysis for clients identified as being the most at risk; analysis according to the Equator Principles for project financing in V the broad sense (including financing of project acquisitions, financing of projects with corporate guarantees, etc.). This due diligence is based on the dual involvement of the business lines and the CSR Department. In order to strengthen its assessment of physical and transition climate risks, Natixis has been working since 2020 on methodologies for the quantitative measurement of its exposure to climate, physical and transition risks. Counterparty risk management 3.2.4.5 (Data certified by the Statutory Auditors in accordance with IFRS 7) The principles of counterparty risk management are based on: measurement of exposure to counterparty risk; V counterparty risk limits and allocation procedures; V a value adjustment in respect of counterparty risk (Credit Valuation V Adjustment); counterparty risk mitigation; V incorporation of wrong-way risk. V Measuring exposure to counterparty risk Natixis uses an internal model to measure and manage its own counterparty risk. Based on Monte Carlo-type simulations for the main risk factors, the model measures the positions for each counterparty and for the entire lifespan of the exposure, taking into account the netting and collateralization criteria. Thus, the model determines the EPE (Expected Positive Exposure) profile and the PFE (Potential Future Exposure) profile, the latter of which is the main indicator used by Natixis for assessing counterparty risk exposure. As part of the calculation of own funds for counterparty risk, the ECB granted partial approval to the Natixis S.A. entity for the use of the internal IMM model relating to the calculation of exposure on vanilla derivatives rates, foreign exchange, inflation and commodities. For the other entities, as well as for the scope not authorized under Natixis S.A.’s internal model, exposure is determined according to the standard SA-CCR method for derivatives, and the standard method for loans and borrowings and repos. Counterparty risk limit framework The limits are defined depending on the counterparty risk profile and after analysis of all information relevant and useful for decision-making purposes. The limits are in line with Natixis’ credit approval process and are reviewed and approved either by means of delegated authority or by credit Committees. The limits are monitored daily using the dedicated consolidation systems to ensure compliance with the supervision mechanisms. Credit valuation adjustment Natixis includes Credit Valuation Adjustment (CVA) in the valuation of derivative instruments. These adjustments comprise the expected loss as per a counterparty’s default risk and aim to account for the fact that Natixis cannot recover the entire market value of the transactions. Natixis has calculated capital requirements for the CVA since January 1, 2014. Wrong-Way Risk Wrong-Way Risk (WWR) refers to the risk that Natixis’ exposure to a counterparty is heavily correlated with the counterparty’s probability of default. From a regulatory standpoint, this risk is presented as two concepts: Specific Wrong Way Risk (SWWR): it arises when the future V exposure is strongly and positively correlated with the probability of default of the counterparty and there is a direct legal relationship between the underlying issuer and the counterparty. For example, for a securities financing transaction, the SWWR can be identified when the issuer of the reference asset and the counterparty are part of the same group. This risk is assessed in accordance with the European regulatory requirements of the CRD IV Directive and is subject to a capital surcharge in the calculation of capital requirements. The authorization process for transactions subject to the SWWR is subject to a specific granting system: ex ante: the Front Office, in charge of identifying these V transactions, must inform the Risk division as part of the approval process as well as for the monitoring, reporting and calculation of the regulatory capital of these transactions. Transactions submitted to the SWWR are treated as “one-off” requests (for both market and credit risk) regardless of existing limits. The risk-weighted assets (RWA) of these transactions are determined by considering each transaction as a separate netting set with an exposure in the event of default (EAD) corresponding to the notional amount of the transaction, ex post: each transaction generating SWWR is checked to verify V that it has been authorized ex ante. This control is carried out by the Risk division through a dedicated weekly reporting; General Wrong-Way Risk, i.e. the risk generated when there is a V correlation between the counterparty’s credit quality and general market factors. This is assessed through exposure to country risk through a limit framework defined for emerging countries and validated annually by the Committee. More specifically, these limits apply to activities generating WWR in the context of securities financing transactions (“Security Financing Transaction”) (i.e. repurchase agreements, Total Return Swaps) and credit derivatives (CDS). The WWR limits are monitored monthly by the overstepping Committee.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 118 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Rating system 3.2.4.6 Internal rating system (Data certified by the Statutory Auditors in accordance with IFRS 7) The internal rating system is an integral part of Natixis’ credit risk assessment, monitoring and control framework. It covers all the methods, processes, tools and controls used to evaluate credit risk. It takes into account fundamental inputs, including probability of default (PD), which corresponds to a rating as well as loss given default (LGD), expressed as a percentage of exposure at default (EAD). Pursuant to regulatory requirements, all counterparties in the banking book and the related exposures must have an internal rating if they: carry a loan or are assigned a credit limit; V guarantee a loan; V issue securities used as collateral for a loan. V The internal rating system is based on: internal rating methodologies specific to the various Basel asset V classes and consistent with Natixis’ risk profile; there is a unique rating procedure and methodology for each type of counterparty; an IT system used for managing the successive stages of the V rating process, from the initiation of the process to the approval and logging of the complete process; procedures and controls that place internal ratings at the heart of V the risk management framework, from transaction origination to ex post analysis of defaulting counterparties and the losses incurred on the relevant loans; periodic reviews of rating methodologies, the method for V calculating the LGD and the underlying risk inputs. With respect to country risk, the system is based on sovereign ratings and country ratings that limit the ratings that can be given to non-sovereign counterparties. These ratings are reviewed annually or more often if necessary. Since September 30, 2010, Natixis has used specific internal rating methods for each asset class that are approved by the French Prudential Supervisory Authority, and that use the advanced internal ratings-based method (A-IRB) to rate “corporates”, “sovereigns”, “banks”, “specialized financing” exposure categories. The rating is based on two approaches: statistical approaches and those based on expert opinion methodologies developed by the department in charge of credit risk measurement models within the Enterprise Risk Management division in collaboration with the Credit Risk division (in particular, as the owner of the expert models). The department in charge of credit models of the Enterprise Risk Management division is in charge of all methodologies for measuring and assessing credit risks, both operational and non-financial (climate risk, etc.). The department’s work focuses on the following activities: quantitative modeling of individual risk parameters (PD, LGD, CCF, V etc.); expert credit risk rating methodologies; V projection methodologies (stress tests and IFRS 9); V the modeling of operational and non-financial risks (climate risk); V measures of economic capital (credit default, concentration, etc.) V and non-financial risks. Indicative equivalents between internal ratings based on expert appraisal and external agency ratings (corporates, banks, Specialized Financing institutions) Internal rating S&P/Fitch equivalent Moody’s equivalent 1-year PD AAA AAA Aaa 0.03% AA+ AA+ Aa1 0.03% AA AA Aa2 0.03% AA- AA- Aa3 0.03% A+ A+ A1 0.03% A A A2 0.03% A- A- A3 0.08% BBB+ BBB+ Baa1 0.16% BBB BBB Baa2 0.30% BBB- BBB- Baa3 0.52% BB+ BB+ Ba1 0.85% BB BB Ba2 1.33% BB- BB- Ba3 2.00% B+ B+ B1 2.91% B B B2 4.12% B- B- B3 5.71% CCC+ CCC+ Caa1 7.74% CCC CCC Caa2 10.31% CCC- CCC- Caa3 13.54% CC CC Ca 17.50% C C C 22.32% The rating scale varies according to the type of counterparty and includes 21 notches for major corporates, banks, and specialized financing. It should be noted that internal ratings are also one of the criteria used to determine the level of authority required to approve credit applications.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 119 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 External rating system For assets under the standard method, Natixis uses external ratings from Fitch Ratings, Standard & Poor’s, Moody’s, DBRS (Dominion Bond Rating Service) and the Banque de France (BDF). The external rating agencies’ alphanumeric credit rating scales and the risk weighting coefficients are reconciled in accordance with the note published by the ACPR: Method for calculating prudential ratios within CRD IV (Capital Requirements Directive IV). When a bank portfolio exposure does not have a directly applicable external credit rating, the Bank’s client standards allow – on a case-by-case basis and after analysis – the application of a rating based partially on an internal or exposure rating of the issuer (or of the guarantor, if applicable).Validation of internal models 3.2.4.7 Validation of models In accordance with regulatory requirements, Groupe BPCE has implemented policies and procedures for validating internal credit and counterparty risk assessment models applicable to Natixis. This independent model validation policy is part of its wider risk model management framework. The Model Risk Management & Validation Wholesale Banking Department, which reports to Groupe BPCE’s Chief Risk Officer, is responsible for the governance and standards governing the life cycle of a model. The various stages of a model’s life cycle – design, IT development, validation, and use – are clearly presented and the roles and responsibilities of each participant specified and detailed. Validation of internal counterparty risk models and the rating system is carried out by the validation teams of the Groupe BPCE Risk division. The model validation process is based on the following seven dimensions: data and parameters applied by the model: analysis of data quality V and representativeness, integrity of controls, error reports, comprehensiveness of data, etc.; methodology and design: analysis of the model’s underlying theory, V analysis of estimates, sizing methods, risk indicators, aggregation rules, model benchmarking, analysis of precision and convergence; permanent monitoring: the validation teams ensure the existence V of a monitoring methodology for the model and assess the risk associated with the implementation of this methodology; model performance: assessment of the risk related to the V performance of the model both during the design phase and periodically; IT development: counter-implementation, code analysis, tests; V documentation: analysis of the quality and comprehensiveness of V the methodological documentation received; model governance: assessment of the model’s compliance with V internal standards throughout the model’s life cycle. The design, modification and ongoing management of the model are performed by the model designers on behalf of the model owner. The validation teams of the Groupe BPCE Risk division act independently and are consulted for any new model and for any modification or evolution of an existing model. On an annual basis, this team in charge of designing the rating models and, more generally, calculating credit or counterparty risk, regularly reviews the models which cover the analysis of backtesting and usage tests. The third line of defense is the General Inspection Department, which annually reviews internal models and compliance with the risk model management framework and the correct application by Model Risk Management of its own policies and procedures. The conclusions and results of the model validation process are communicated to the Risk Model Oversight Committee for validation, and then submitted to the Model Risk Management Committee. The role of the Model Risk Management Committee is to supervise the management of the model risk and to ensure the coordination and implementation of appropriate actions for the management of the model risk. The Risk Model Oversight Committee is chaired by the Head of the Model Risk Management & Validation Wholesale Banking. The Model Risk Management Committee is chaired twice a year by the Chairman of the Management Board of Groupe BPCE and by the Chief Executive Officer in charge of Groupe BPCE via a delegation of authority. Rating tool performance monitoring (backtesting and benchmarking) Backtesting and benchmarking are an integral part of the model validation process. Backtesting and performance monitoring programs are used at least once a year to ensure the quality and reliability of rating models, probability of default scales and LGD and EAD estimate models. They include a detailed analysis based on a range of indicators, e.g. differences in terms of severity and migration compared with agency ratings, changes in ratings before default, observed defaults and losses and changes in ratings prior to default, and the performance measurements of LGD models, based on the quantitative analysis of historical data and supplemented by qualitative analysis. Rating method performance monitoring and backtesting of PD The rating methods are periodically checked and undergo external benchmarking to ensure the consistency of ratings produced using expert appraisal methods, as well as their robustness over time according to regulatory requirements. The monitoring methods are defined through a backtesting procedure tailored to each type of model. For Natixis, Low Default Portfolios are sovereigns, banks and corporates (including structured financing) which are processed by dedicated rating tools. These portfolios are backtested in accordance with their specific nature, namely the low number of defaults and the difficulty in creating and maintaining a PD scale based on internal data.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 120 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The backtesting procedure, which draws on these data (and sometimes external data in the case of backtesting of the banking model or the major corporates rating grids particularly), consists of two stages: an analysis of the absolute performance, which is based on the default rate and internal migrations, and an analysis of relative performance, which is based on a comparison with external ratings. Alerts are triggered by performance rules and indicators as necessary. The severities observed between internal ratings and agency ratings are studied. Natixis analyzes all internal ratings of counterparties, which are also rated by rating agencies (Standard and Poor’s, Moody’s and Fitch). The extent to which the risk assessments are aligned can be determined through these analyses. The change in the portfolio’s credit quality over one year is also analyzed by looking at internal rating migrations. Additional indicators are also calculated to verify the internal risk ranking (Gini Index, average rating, previous year’s ratings, ratings of counterparties that have defaulted) and provide statistics as a supplement to the qualitative analyses. Monitoring and backtesting of internal LGDs, EADs (via CCFs) and ELBEs using advanced methods The LGD, ELBE and EAD (CCF) (see glossary) levels for the different lending scopes are backtested at least once a year (based on internal data), as are the rating models and the associated PD, to verify the reliability of the estimates over time. Backtesting of LGDs, EADs (CCFs) and ELBEs is carried out by the Risk division teams (Enterprise Risk Management) and makes it possible to: verify that the model is correctly calibrated; V review the model’s discrimination power; V assess the model’s stability over time. V The inputs of the models for the scope of specialized financing and collateral (financial or other) are regularly updated, so that they reflect actual conditions as accurately as possible. Both the market inputs and collection inputs are updated. The losses and estimates produced by the models are compared based on historical data covering as long a period as possible. The indicators defined for backtesting are used both to validate the model and measure its performance. Two main types of indicators are used: population stability indicators: these analyses are used to check V that the population observed is still similar to the population that was used to build the model. The model may be called into question if the segmentation variables or the LGDs result in excessively large distribution differences. All of these indicators are compared with the benchmark indicators (usually those calculated when the model was built or those from external data or agencies). These analyses are applicable to both expert appraisal-based models and statistical models; model performance indicators: the model’s performance is V measured to validate the segmentation and also to quantify, overall, the differences between the forecast and actual figures. This is achieved by using statistical indicators, which are compared against those calculated during modeling. Loss given default models (internal LGD) are calculated: on expert models based on internal and external histories and V external benchmarks for banks and sovereigns; on a statistical basis for the corporate asset class; V using stochastic models if there is a claim against a financial V asset. The results of the backtesting may require recalibrating the risk input, where appropriate. Once complete, a backtesting report is produced to provide: all the results of the backtesting indicators used; V any additional analyses; V an overall opinion of the results in accordance with the Group’s V standards. The report is then submitted to the internal validation teams for their input, and subsequently presented to the various Committees to inform the bank’s management. Backtesting of LGDs and PDs by exposure class 2022 backtesting figures Observed LGDs Model LGDs Observed default rate Estimated PD Sovereigns 40.20% 65.20% 0.52% 2.23% Banks 41.31% 64.96% 0.18% 0.50% Corporate 29.68% 32.57% 0.60% 0.67% This table provides a general summary of the system’s performance but differs from the annual backtests carried out within the Group, which are conducted on a model-by-model basis and not overall by portfolio. However, this table allows a comparison of estimates and actual results for each internal input over an extended period and for a significant, representative percentage of each exposure class. The results come from data warehouses used for modeling. This is based on all performing clients for default rates and PD, and on all clients in default for LGD. These results also take into account the latest regulatory changes (guidance on probability of default (PD) estimates and loss given default (LGD) estimates). These checks are conducted by backtesting the various rating models once a year by scope and the results are presented to the Credit Risk Model Monitoring Committee (CRMMC) which meets at least quarterly. The results are then submitted to the internal validation team and then presented to the various Committees in order to inform the bank’s management. The CRMMC Committee: serves as a forum for presenting the results of performance and V stability measurements;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 121 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 analyzes the indicators whose alert thresholds have been V exceeded; decides on any measures to be taken to correct any deviations or V anomalies. These measures may take different forms, including changing rating practices, methodologies, performance analyses or alert threshold values. Monitoring and backtesting of counterparty risk model Backtesting and validation are key items of governance in the Internal Model Method approach. In accordance with general regulatory requirements, the reliability of internal models must be monitored regularly using a comprehensive backtesting program. This process is essential for ensuring the quality and relevance of the results obtained from the models that have been developed and used for both internal risk management, and to meet regulatory obligations. The counterparty risk backtesting program is designed to validate the key assumptions on which the exposure model is built – stochastic processes for market risk factors, correlations and pricing models – and to identify notable discrepancies in specific model elements. The framework developed is based on the following two backtests: market risk factor backtesting, i.e. to assess the predictive capacity V of the stochastic processes used to describe the dynamics of unique risk factors; portfolio backtesting: i.e. to assess the full exposure model V (stochastic process, correlations and pricing) for portfolios representing Natixis’ exposures. In respect of the market risk factor, backtesting uses historical trends to test risk factor predictions based on the stochastic processes. Backtesting can be performed ex post by taking the aggregate historical market data for the selected backtesting period, or, to expand the results over wider time horizons and/or cover a broader range of market conditions. It may also be performed retroactively: this specific approach is called retro-backtesting. Here, the aim is to demonstrate that the models would have worked correctly had they been implemented in earlier periods and are thus suitable for future use. In terms of exposure, the backtest applies historical Mark-to-Market (MtM) values of static backtesting portfolios to test the predicted future MtM values. In terms of risk factors, exposures are backtested ex post by gathering the historical prices achieved, even though retro-backtesting capacities have been introduced for a sub-group of products. The ex post approach involves duplicating the transactions in the dedicated backtesting portfolios directly in the front-office systems. The ageing process is thus similar to that of real portfolios. Retro-backtesting uses a specific tool to retro-backtest MtM on the main product categories. The results are factored in at transaction level for historical and retroactive approaches and at several aggregated levels, including the product type and the counterparty for the historical approach only. The transactions considered for static backtesting duplicated in the front-office portfolios were chosen in such a way as to ensure the representativeness of portfolios and are discounted on an annual basis. Present and future prices are taken from the CCR (Counterparty Credit Risk) model engine, current prices being reconciled every quarter with those of the front-office systems, acting as reference. Main internal models used by Natixis 3.2.4.8 Main internal models: PD, LGD, CCF and volatility discounts (EU CRE) Modeled input Portfolio Number of models Description/Methodology PD Sovereigns 1 Expert analysis-based rating models using macro-economic criteria and the assessment of legal and political risks Banks 3 Expert analysis-based rating models based on quantitative criteria (accounting balance sheet) and qualitative criteria (questionnaire). Model by type of counterparty and by geographic area Corporates (incl. SMEs) 12 Expert analysis-based rating models by business sector for corporates and statistical models for SMEs (scores) Specialized Financing 6 Expert analysis-based rating models by type of financed asset Retail SMEs 6 Statistical models by business sector LGD Sovereigns 1 Qualitative model based on internal and external defaults. The assessment of LGD during periods of decline is included insofar as all defaults are included for the LGD model Banks 1 Qualitative models based on internal and external defaults by type of counterparty. LGD assessed in this model include defaults occurring in periods of decline Corporates (incl. SMEs) 2 Statistical models (decision trees or assessment of recoverable assets) by type of financed asset. The safety buffers included in the LGD models serve to cover periods of decline (primarily via bootstrap techniques) Specialized Financing 4 Models used to assess assets on resale. Asset disposal assumptions are based on adverse scenarios CCF Corporate Financing (incl. SMEs), financial institutions and sovereigns 1 Model calibrated on internal defaults and segmentation by type of product and type of counterparty Volatility correction Financial and other collateral 4 Stochastic models based on historical market prices with assumptions based on internal data and expertise
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 122 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Main models used for counterparty risk Calculating the EEPE (Effective Expected Positive Exposure) requires simulating the potential changes in risk factors at future dates over a large number of scenarios using a Monte Carlo approach. The Mark-to-Market value of each transaction is then remeasured at each simulated time horizon and under each scenario. At the level of netting and collateralization, exposure is then calculated by price aggregation taking into account the legal framework (master agreements and credit support annex) allowing for price netting and the inclusion of collateral in the exposure. The exposure value for a given counterparty is equal to the sum of the exposure values calculated for all offsetting sets, plus the non-clearing transactions. The model mainly applies the following elements: pricing models for reassessing products on various trajectories; V the modeling of the close out netting framework and the V collateralization arrangements as specified in the credit support appendix; distribution models of the factors distributed and called during the V valuation stage. Model by asset class Interest rate/currency distribution model Basis interest rate/currency distribution model Equity distribution model Commodity futures distribution model Credit distribution model Inflation distribution model Credit and counterparty risk 3.2.4.9 mitigation techniques (Data certified by the Statutory Auditors in accordance with IFRS 7) Credit risk mitigation is a technique for mitigating the credit risk incurred by the bank in the event of partial or total counterparty default. Credit risk mitigation (CRM) techniques are taken into account in the calculation of prudential capital requirements subject to their eligibility (compliance with the various criteria provided for by European Parliament and Council Regulation No. 575/2013 found in the bank’s internal documentation). They include the recognition of netting agreements, collateral (assets given as collateral) and personal sureties (first demand guarantees, sureties, credit derivatives). For information, the criteria used to offset transactions on Natixis’ balance sheet are described in Note [7.3] “Offsetting of financial assets and liabilities” in Section [5.1] – Consolidated financial statements and notes. The CRMs are entered into dedicated applications and fed into the regulatory calculation tool. They must be taken into account in accordance with the recommendations of the prudential texts. The eligibility of guarantees is subject to control points defined throughout the granting process of an operation up to the calculation of the resulting capital requirements. Natixis uses a number of credit risk mitigation techniques, including netting agreements, personal guarantees, asset guarantees or the use of credit-default swaps (CDS) for hedging purposes. Credit risk mitigation techniques involve two types of guarantee: non-financial or personal collateral: V one or more guarantors commit to pay the creditor in the event of borrower default. It includes personal guarantees, on-demand guarantees and credit derivatives; financial or real collateral, or secured loans: V financial collateral grants a creditor real security right to one or more assets belonging to the borrower or guarantor. Forms of collateral include cash deposits, securities, commodities (such as gold), real estate assets, mortgage-backed securities, life insurance policy pledges. Collateral eligibility is governed by the following process: validation by the Legal Department of the documents relating to V the collateral and the enforceability of the collateral; validation by the Risk division. V In accordance with regulatory provisions, the bank performs the valuation of guarantees, periodically reviews these valuations and carries out any necessary adjustments. The collateral is adjusted for its volatility and type. Collections on collateral are estimated quarterly or annually on the basis of conservative valuations and haircuts and take into account the actual enforcement of such collateral in times of economic slowdown. Depending on their nature, collateral guarantees must meet the following specific eligibility criteria: non-financial guarantee: the eligibility of personal guarantees V depends on the quality of the guarantor and must fulfill several conditions: represent a direct claim on the guarantor and refer to specific V exposures, be irrevocable and unconditional, V if the counterparty defaults, the bank can take legal action V against the guarantor within the permitted time frame to settle payment arrears under the legal document governing the transaction, the guarantee is an obligation secured by a legal document that V establishes the guarantor’s liability, the guarantor covers all types of payments to be made by the V borrower in question; financial guarantee: eligibility is determined by the relevant legal V framework, the nature of the guarantee (financial collateral, real collateral or netting agreement), borrower and liquidity. It must be valued at least once a year and meet several conditions: all the legal documents are binding on all parties and are legally V valid in all relevant jurisdictions, the bank has the right to realize or take ownership of the V collateral in case of default, insolvency or bankruptcy, there is no material positive link between the quality of the V counterparty credit and the value of the collateral, the asset must be liquid and its value sufficiently stable over V time for its realization to be certain. In terms of monitoring, collateral and netting agreements are: analyzed, when a loan application is approved or reviewed, to V ascertain the suitability of the instrument or guarantee provided as well as any associated improvement in risk quality;
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 123 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 checked, processed and documented based on standard contracts V or contracts approved by the Legal Department; subject to registration and monitoring procedures in the risk V administration and management mechanisms. Similarly, providers of sureties (via signature guarantees, CDS or private credit insurance) are examined, rated and monitored, as with debtors. Natixis may take steps to reduce commitments in order to lower concentration risk by counterparty, sector and geographic area. Concentration risk is rounded out with an analysis, based on stress test methodologies (migration of ratings according to macro-economic scenarios). Natixis may buy credit-default swaps and enter into synthetic securitization transactions in order to reduce all or part of the credit risk exposure attached to some assets by transferring the risk to the market. Natixis bears the counterparty risk attached to the credit-default swap sellers, which are generally OECD banks. Transactions with non-bank third parties are fully collateralized in cash. These transactions are subject to decision-making and monitoring procedures that apply to derivative transactions. Mitigating counterparty risk Natixis reduces its exposure to counterparty risk using three measures: setting up a framework agreement with its counterparties enabling V full termination-netting, where possible. One of the main objectives of a framework agreement is the ability of the parties to terminate all outstanding transactions in the event of default by one of the parties. The master agreement defines the methodology for valuing the underlying transactions and determining a final closing amount by offsetting all hedged transactions. The close-out netting mechanism reduces the credit risk vis-à-vis the other party. The most widely used framework agreement for over-the-counter derivatives transactions is that of the International Swaps and Derivatives Association (ISDA) or, in the case of over-the-counter transactions under French law, that of the Fédération Bancaire Française (FBF); the addition to these framework agreements, of a collateral V agreement defining the implementation of a collateral exchange that fluctuates according to the valuation of the portfolios of transactions with the counterparties concerned. The guarantee mechanism mitigates credit risk and potential losses on derivatives transactions resulting from market fluctuations. Collateral can take the form of cash or securities (e.g. government bonds) that are exchanged between the two parties after a margin call. The parties may add or modify the characteristics of the collateral exchange, by varying the type of eligible collateral, the frequency of margin calls, the threshold or the minimum transfer amount. The European Market Infrastructures Regulation (“EMIR”) has made collateral agreements (“VM CSA”) mandatory for derivatives that are not subject to mandatory clearing; be separated and cannot be reused; This initial margin acts as a guarantee deposit to cover the change in value of transactions during the liquidation period, using an extreme estimate modeled on the basis of historical data with a confidence interval of 99% and for a liquidation period of 10 days; initial margin trading. This initial margin was set up as part of the V European Market Infrastructures Regulation (“EMIR”) for derivatives that are not subject to mandatory netting. The regulation requires that in addition to variation margin (“VM” as defined above), which covers current credit exposure, initial margin (“IM”) must be put in place to cover potential future credit exposure for the period between the last exchange of VM and the liquidation of the positions following counterparty default. Unlike VM, IM must the use of clearing houses. The latter, by substituting for their V members, bear most of the counterparty risks. To do this they use an initial margin and variation margin call system. Use of clearing houses (CCP) Netting is used by Natixis as part of the usual counterparty risk mitigation framework for its market activities (repo, derivatives) in accordance with EMIR and Dodd-Frank Act regulations. Natixis only deals directly or indirectly with approved bodies with which it has signed appropriate legal documentation and which have a minimum internal rating of A (A- for brokers). The clearing activity benefits from a specific framework and is accompanied by the establishment of specific thresholds on initial margin and default funds when Natixis is a member of the house. When Natixis uses the intermediary services of a broker, the limit on the initial margin is added to the other limits that Natixis may have on this counterparty. New requests for the establishment of thresholds as well as their annual reviews are validated by the credit committee according to Natixis’ credit decision-making process. Compliance with the thresholds is monitored daily by the Credit Risk Monitoring Department, which also updates the thresholds in the credit risk monitoring tool and produces a monthly CCP exposures dashboard. In addition, in the event of breaches noted, the department communicates this information in the weekly reports on market breaches and in the monthly breach Committee. These limits are integrated into the systemic risk sensitivities of the bank, in particular for major risks and concentrations. Commitment monitoring 3.2.4.10 framework (Data certified by the Statutory Auditors in accordance with IFRS 7) Concentration risk and monitoring Concentration risk by group of counterparties is primarily managed by the major regulatory risks framework. The regulation relating to the control of large exposures is intended to avoid excessive concentration of risks on the same set of related counterparties such that it is likely that if one of them were to encounter financial difficulties, the others would also experience financing or repayment difficulties. The aggregate of risks to a single beneficiary may not exceed 25% of the institution’s total equity. Natixis is below the concentration thresholds set by the regulations since the Internal Rules set limit exposure to a group of clients to a maximum of 10% of its equity. The monitoring of country and geographic concentration risk is based on global limits that are reviewed annually. The risk of sectoral concentration in the main sectors is controlled via the aforementioned global policy in section 3.2.4.2. The operational limits encompass all financing transactions involving counterparties in the corresponding sector.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 124 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Measuring and monitoring frameworks Natixis’ commitments are measured and monitored on a daily basis using dedicated consolidation systems. An IT system enables comprehensive consolidation of limits and credit risk exposures across a scope covering all of Natixis’ exposure to credit risk and most of that of its subsidiaries. The Risk division provides Senior Management and the Bank’s business line heads with reports analyzing Natixis’ risks: trend analyses, indicators, stress test results, etc. Credit risk supervision is based on: the accountability of the business lines; V various second-level control actions conducted by the Risk V division’s Credit Risk Department (e.g. rating and limit checks, etc.). This supervision is based on a rigorous selection of loan applications, regular monitoring of counterparties and anticipation of their potential deterioration, notably through the “Credit Alert” system. This system is based on daily information sent to the analysts concerned (Front Office and risks) covering: financial data (e.g. unfavorable change in equity or cash flow from V operations); market data (e.g. share price, external rating, CDS); V events relating to the Company’s development (e.g. placing on a V watch list). It incorporates a growing number of indicators thereby making it possible to act in advance of a deteriorating situation (e.g. review of the file, switch to watch list or default). As regards limit breaches, the dedicated monthly committee analyzes changes in limit breaches using specific indicators (number, notional, duration, business lines concerned, etc.), and examines major breaches and monitors their remediation. Since the implementation of the new European guidelines on default, Natixis has been sending BPCE its cases of unpaid bills, overdrafts, bankruptcy proceedings and forbearance on a daily basis and receives in return, after aggregation with the data reported by the other Group institutions, the status (sound, sensitive or default) applicable to all of its third parties. Exposures showing deterioration in the level of risk are identified as they arise and reported immediately to the Risk division and the business concerned, in accordance with both the counterparty watchlist, specific provisioning and alert procedures. They are then placed on the watchlist, as decided by the Risk division or the competent Credit Committee depending on the amount of exposure. Corporate & Investment Banking risks are monitored by the Restructuring & Workout Department, which intervenes in difficult and default cases where necessary. The litigation department handles collections of loans in litigation. Monitoring of non-performing and disputed loans and provisioning mechanism (Data certified by the Statutory Auditors in accordance with IFRS 7) Individual provisions adjustments to existing provisions, and decides on the amount of provisioning necessary, based on the provision amounts submitted to it individually by the business lines, the Restructuring & Workout Department and the Risk division. The Natixis Watchlist and Provisions Committee meets once a quarter and covers all the bank’s business lines. It reviews all non-performing loans under watch that may give rise to provisions or This Committee is organized by the Risk division and chaired by the Chief Executive Officer. It brings together the Chief Risk Officer, the members of the Senior Management Committee in charge of the business lines and finance, Financial Control division and the heads of the relevant support functions. It draws on a structure of preparatory Committees that are jointly steered by the Risk division and each of the bank’s business lines. Provisions for expected credit losses In addition to individual provisions, Natixis records provisions for expected credit losses (ECL) at initial recognition. These financial instruments are divided into three categories depending on the increase in credit risk observed since their initial recognition. An impairment charge is recorded on outstanding amounts in each category. Performing loans for which credit risk has increased materially since initial recognition are classified in Stage 2 (S2). The impairment or the provision for credit risk is determined on the basis of the instrument’s expected credit losses at maturity (lifetime ECL). Measurements of an increase in credit risk resulting in S2 classification are based on a combination of quantitative and qualitative criteria. The quantitative criterion is based on the change in rating since initial recognition. Additional qualitative criteria are used to categorize as Stage 2 any contracts included on a non-S3 watchlist, undergoing adjustments due to financial hardship (forbearance) or more than 30 days past due. Additional criteria based on the sector rating and the level of country risk are also used. The sector and country rating process is centered on a Geo-Sector Committee comprising the Finance division, the Risk division and Corporate & Investment Banking representatives. The main objective of this Committee, established for the purpose of implementing IFRS 9, is to validate sector ratings as well as country and sovereign scores on a quarterly basis. These ratings are then used as the basis for calculating ECL. Sector ratings in particular are compiled on the basis of the work carried out as part of the half-yearly financial statements. Stress tests The credit stress test framework covers Natixis scopes subject to the A-IRB, F-IRB and standard approaches. It is based on choosing scenarios that replicate plausible crisis situations and high degrees of severity, in keeping with market practices, while taking past events, market trends and the environment into account so that purely historical or theoretical scenarios are eliminated. The framework is a true risk management tool, with scenarios that are regularly introduced and revised. The Risk division regularly works on improving the methods used and adding to the scopes defined for the stress scenarios, with particular attention paid to the market stress tests requirements. New scenarios were reviewed in 2022 and presented to the Global Risk Committee as well as to the Senior Management Committee. These internal credit stress test scenarios are based on macro-economic assumptions prepared in collaboration with economic research, country risk analysts and Groupe BPCE, and comprise three scenarios covering the period between 2023 and 2025:
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 125 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 a baseline scenario based on the most probable macro-economic V and financial context, based on external sources (e.g. consensus forecasts, central banks). This reference scenario is also used in the bank’s provisioning policy; and two adverse credit scenarios: (i) European sovereign debt crisis V and (ii) severe and sustainable inflation over the stress horizon, approximating to a stagflation scenario;Quantitative information 3.2.4.11 EAD, RWA and CR by Basel approach and exposure class (NX01) (in millions of euros) 31/12/2022 31/12/2021 EAD RWA PFE EAD RWA PFE Credit risk Internal approach 160,524 45,773 3,662 167,129 57,934 4,635 Equities 2,655 7,187 575 5,890 18,360 1,469 Governments and central banks 56,389 742 59 59,524 707 57 Other assets 0 0 0 Retail Corporates 90,751 34,861 2,789 91,738 36,458 2,917 Institutions 7,329 2,098 168 7,566 1,585 127 Securitization 3,399 885 71 2,412 824 66 Standard approach 107,474 12,423 994 116,614 11,592 927 Governments and central banks 5,197 1,429 114 7,184 1,306 104 Other assets 6,248 5,994 479 6,235 5,562 445 Retail 256 179 14 450 316 25 Corporates 2,962 2,120 170 3,263 2,135 171 Institutions 78,089 316 25 87,656 415 33 Defaulted exposures 57 72 6 45 64 5 Exposures secured by mortgages on immovable property 328 138 11 294 124 10 Exposures to institutions and corporates with a short-term credit assessment 45 35 3 55 47 4 Securitization 14,292 2,140 171 11,432 1,624 130 Sub-total credit risk 267,998 58,195 4,656 283,743 69,526 5,562 Counterparty risk Internal approach 40,396 6,947 556 41,067 8,449 676 Governments and central banks 12,019 240 19 9,335 247 20 Corporates 14,415 3,826 306 16,498 4,593 367 Institutions 13,843 2,850 228 15,115 3,533 283 Securitization 119 31 2 120 76 6 Standard approach 23,746 374 30 19,428 608 49 Governments and central banks 362 27 2 1,096 170 14 Retail 0 0 0 Corporates 626 38 3 391 105 8 Institutions 22,615 243 19 17,756 270 22 Defaulted exposures 0 0 0 2 3 Exposures to institutions and corporates with a short-term credit assessment 97 58 5 149 55 4 Securitization 45 7 1 34 5 CCP default fund contribution 607 242 19 364 145 12 Sub-total counterparty risk 64,748 7,562 605 60,859 9,202 736 Market risk Internal approach 7,170 574 5,571 446 Standard approach 6,701 536 7,772 622 Equity risk 399 32 527 42 Foreign exchange risk 3,918 313 3,003 240 Commodity risk 941 75 1,725 138 Interest rate risk 1,443 115 2,518 201 Sub-total market risk 13,871 1,110 13,343 1,067 CVA 12,348 2,488 199 9,730 2,296 184 Settlement-delivery risk 65 5 9 1 Operational risk (standard approach) 12,857 1,029 13,882 1,111 Amount of additional risk exposure related to Article 3 of the CRR 896 72 Total 95,935 7,675 108,257 8,661
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 126 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exposure and EAD by Basel exposure class (NX03) (Data certified by the Statutory Auditors in accordance with IFRS 7) (in millions of euros) Exposure EAD Exposure class 31/12/2022 o/w off-balance sheet 31/12/2022 o/w off-balance sheet 2022 average Corporates 137,142 80,594 108,766 52,914 114,737 Other than SMEs and SF 111,528 69,975 87,753 46,428 92,955 Specialized Financing (SF) 22,755 9,837 18,821 5,903 19,647 SMEs 2,859 782 2,193 583 2,135 Institutions 136,698 56,975 122,471 42,748 128,413 Governments and central banks 74,690 15,276 73,967 14,556 73,051 Central governments and central banks 73,268 14,708 72,657 14,097 71,491 Regional governments or local authorities 257 61 254 61 370 Public sector entities 1,165 506 1,056 398 1,190 Retail 625 139 256 23 352 Other than SMEs 431 78 139 14 217 SMEs 194 61 117 9 136 Securitization 18,213 12,437 17,855 12,437 15,500 Other assets 6,248 6,248 6,180 Equities 2,655 176 2,655 176 3,534 Collective investments undertakings Exposures secured by mortgages on immovable property 329 2 328 1 318 Exposures to institutions and corporates with a short-term credit assessment 150 107 142 98 195 Defaulted exposures 205 1 57 56 TOTAL AS AT 31/12/2022 376,956 165,706 332,746 122,954 342,336 TOTAL AS AT 31/12/2021 385,853 157,646 344,602 117,716 330,879 EAD by geographic area and by Basel exposure class (NX05) (Data certified by the Statutory Auditors in accordance with IFRS 7) (in millions of euros) Exposure class France Europe North America Other Total Corporates 32,073 33,605 22,393 20,695 108,766 Other than SMEs and SF 27,361 26,746 17,554 16,092 87,753 Specialized Financing (SF) 3,421 6,257 4,808 4,335 18,821 SMEs 1,291 602 31 268 2,193 Institutions 85,962 18,115 10,953 7,440 122,471 Governments and central banks 39,160 7,480 15,900 11,426 73,967 Central governments and central banks 38,433 6,826 15,820 11,404 72,483 International organizations 174 174 Multilateral development banks Regional governments or local authorities 212 42 254 Public sector entities 515 438 80 23 1,056 Securitization 5,612 2,292 9,153 798 17,855 Other assets 5,904 166 122 57 6,248 Equity 1,358 452 762 84 2,655 Retail 166 30 60 256 Other than SMEs 109 28 3 139 SMEs 57 3 57 117 Exposures secured by mortgages on immovable property 323 2 3 328 Exposures to institutions and corporates with a short-term credit assessment 10 22 16 94 142 Defaulted exposures 35 19 2 57 Collective investments undertakings TOTAL AS AT 31/12/2022 170,605 62,183 59,300 40,659 332,746 TOTAL AS AT 31/12/2021 186,845 63,043 51,407 43,308 344,602 Europe = European Union + Europe (outside EU). *
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 127 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 EAD by geographic area (NX06) (Data certified by the Statutory Auditors in accordance with IFRS 7) As of 31/12/2022 (*) As of 31/12/2021 (*) 51% France 12% European Union (*) 2% Latin America 18% North America 2% Middle East 6% Asia 7% Europe (outside EU) 1% Oceania 1% Africa *: The United Kingdom is no longer considered to be in the EU as of 31/12/2022. 54% France 11% European Union 2% Latin America 15% North America 3% Middle East 6% Asia 7% Europe (outside EU) 1% Oceania 1% Africa *: The United Kingdom is no longer considered to be in the EU as of 31/12/2021. EAD by internal rating (S&P equivalent) (NX12) (Data certified by the Statutory Auditors in accordance with IFRS 7) The following table shows the breakdown of exposures at risk by internal rating (S&P equivalent) for asset classes measured using the IRB approach, excluding: exposures to equities (calculated using a simple weighting); V pool-based exposures (acquired portfolios) and third parties grouped into homogeneous risk classes; V securitization positions. V (% breakdown) Grade Internal rating 31/12/2022 31/12/2021 Investment Grade AAA 0.2% AA+ 5.3% 5.0% AA 17.5% 18.7% AA- 15.7% 13.4% A+ 11.5% 7.1% A 8.9% 9.8% A- 7.8% 10.1% BBB+ 5.9% 5.8% BBB 5.5% 6.4% BBB- 6.3% 7.1% Investment Grade 84.5% 83.4% Non-Investment Grade BB+ 4.7% 4.5% BB 3.0% 3.6% BB- 2.6% 3.2% B+ 1.7% 1.7% B 0.8% 0.8% B- 0.8% 0.6% CCC+ CCC CCC- CC C Non-Investment Grade 13.7% 14.3% Unrated Unrated 0.5% 0.5% Default D 1.3% 1.7% TOTAL 100.0% 100.0%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 128 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Securitization transactions 3.2.5 General policy 3.2.5.1 (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis offers its clients a securitization offering with the aim of accessing financing at attractive conditions, diversifying sources of financing, and improving balance sheet structure and ratios. This offer may include different services that can be performed alone or in combination: transaction arrangement, market placement, temporary back-to-back financing (warehousing), an interest rate derivative entered into with a securitization vehicle. It is supplemented by a limited market-making activity in ABSs (Asset-Backed Securities) and CLOs (Corporate Loan-backed Obligations), which mainly concerns senior-level exposures, and which provides the expertise required to successfully place securities with investors and drive the market for its clients. This offer is provided on the three platforms where this business line is present: Europe, the United States and Asia. The clients who subscribe can be of different types: banks, specialized credit institutions (credit card issuer, consumer financing, etc.), credit or Private Equity funds, insurance companies, asset managers, etc. Although the portfolios on which these transactions are carried out are mostly homogeneous, the types of assets can be varied, for example: commercial receivables; V lease receivables; V residential or commercial mortgages; V business loans; V consumer loans or outstanding credit cards. V Natixis also carries out this activity on its own behalf as part of its financing and risk management. When carrying out this activity, Natixis may be involved in different roles: either as an investor via a financing and/or interest rate derivative V transaction for a client, or via the ABSs and CLOs market-making activity that it carries out. In the investor role, Natixis pursues a strategy of diversification both in terms of geography and the types of underlying assets and sectors; as a sponsor, i.e. on transactions for its clients to create and V manage ABS programs; as an originator, as part of its funding activities or through V synthetic securitization (whose objective is to transfer part of the credit risk of a portfolio of receivables to investors). This activity is conducted under Natixis’ general “Originate-to-Distribute” strategy. Asset-backed financing by securitization granted by Natixis to a client is generally for a limited period with the intention of being refinanced through a market transaction. The risk positions carried are not classified as “re-securitizations”. All client financing projects by securitization follow the Natixis credit decision-making process. Three criteria are used: amount, maturity and credit quality (including the rating [external if available]). Each structured arrangement submitted for decision must include a reasoned request as well as a description of the arrangement, the collateral, the assignor/originator, the capital structure of the planned securitization (tranching) as well as an analysis of the associated protections and the various stress tests in accordance with regulations. Securitization assets outside the trading book are subject to approval by the credit Committees. A counter-analysis is then carried out by the Risk division and, if necessary, a quantitative analysis of the portfolio’s default risks. Transactions are examined, and decisions are made based on all the loan application’s parameters, including the expected profit margin on the loan, the capital burn and compliance with the current risk policy. Like vanilla finance transactions, securitization structures and transactions are reviewed at least once a year, while transactions on the watchlist are re-examined at least once a quarter. Natixis manages the risks associated with securitization positions through two mechanisms: the first involves the daily identification of all rating downgrades V (where applicable) impacting Natixis’ securitization positions as well as the associated potential risks and, if necessary, deciding on an appropriate course of action; the second is based on the analysis of securitization positions V according to quantitative (resistance to portfolio downgrades and credit quality, rating if available, valuation) and qualitative criteria (analysis). Market risk in the banking book: This is of limited magnitude, as exposures are matched in currency and rates. Liquidity risk of banking book assets: Securitization positions are financed internally by Group treasury or via conduits sponsored by Natixis. With regard to activities recognized in the trading book, Natixis may hold securitization positions (secondary market), resulting from purchase and sale transactions with its clients. The activity is governed by a Volcker manual as well as a limit mandate, which specifies the types of risks borne, as well as their holding procedures. Natixis does not use the IAA (Basel Internal Assessment Approach) on its securitization positions. Rating system 3.2.5.2 (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis uses the SEC-IRBA, SEC-SA and SEC-ERBA methods, depending on the case, and chooses the appropriate category while respecting the hierarchy of methods. Natixis relies on four external credit rating agencies, among others, for securitization transactions: Moody’s, DBRS (Dominion Bond Rating Service), Fitch-IBCA and Standard & Poor’s.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 129 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Securitization vehicles 3.2.5.3 Natixis acts as sponsor in ABCP-type securitization transactions program, thus giving it power over the conduits’ relevant activities through three vehicles, namely Versailles, Bleachers and Magenta. Of and influence over the amount of their returns. In contrast, given that these vehicles, only two are consolidated in Natixis’ scope of Natixis is not part of the governing body holding the power to decide regulatory consolidation: Versailles and Bleachers. For both vehicles, on Magenta’s relevant activities, this conduit is not consolidated in Natixis plays a predominant role in the selection and management of Natixis’ regulatory consolidation scope. acquired receivables as well as the management of the issueMarket risk 3.2.6 Objectives and policy 3.2.6.1 (Data certified by the Statutory Auditors in accordance with IFRS 7) The Risk division, via the Market Risk Department, places great importance on the formal definition of all risk policies governing market transactions based on both a qualitative and forward-looking analysis. This approach is mainly based on the strategic review of global risk budgets, business targets and market trends and relies on a proactive early warning system for the most sensitive areas at risk. These market risk policies focus on a set of methodological principles in terms of risk monitoring and supervision and provide a matrix approach to businesses by asset class and management strategy. Organization of market risk 3.2.6.2 management (Data certified by the Statutory Auditors in accordance with IFRS 7) Market risk control framework is based on a delegation framework that is overseen by the Global Risk Committee and in which the Market Risk Committee, chaired by the Chief Executive Officer or the delegated representative, plays an essential role. The Risk division: defines the risk measurement methods, standards and procedures V relating to market risks; examines annual limit reviews (including risk appetite) and ad hoc V requests for modifications (VaR, stress tests, operational indicators, loss alerts); raises alerts for areas at risk to the business lines or to Senior V Management; is responsible for the analysis and daily measurement of P&L V (economic, hypothetical and actual), the measurement of the risks incurred, the daily reporting of all these metrics, and the notification of any exceeding of the allocated limits to the Group front office and management; independently verifies prices and their adjustments in accordance V with regulations; determines the observability status of the parameters used in the V valuation of financial products in position; validates and oversees the valuation and risk measurement V models used by the front office in the management tools, as well as the models and methodologies relating to the bank’s internal model. Market risk measurement 3.2.6.3 methodology (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis’ market risk management is based on a risk measurement methodologies that measures the risks incurred by each entity of the Company. Different techniques are used to measure market risk. These measures enable identification of the risks incurred by the positions in the portfolio according to different shock waves: on a local basis, the sensitivity sets make it possible to identify V potential losses resulting from small movements in the underlying risk factors; with unstressed daily shocks, the VaR is used to estimate a V potential loss on the positions of the current portfolio to which the most significant shocks of the past rolling year are applied; with stressed daily shocks, the stressed VaR makes it possible to V estimate a potential loss on the positions of the current portfolio on which the most significant shocks of recent past rolling years are applied; with shocks of greater magnitude through shocks of three days V and ten consecutive days, stress tests (specific and global) make it possible to estimate exceptional immediate potential losses. This set of risk measures is governed by a comprehensive monitoring framework and responds to Natixis’ risk appetite, which is itself based on a framework of specific limits. Allocation of positions in the trading book The bank’s financial assets and off-balance sheet products must be classified in one of the two portfolios defined by prudential regulations: the trading book or the banking book. A position that is not included in the trading book falls under the banking book. According to the regulations (Article 4(1)(86) of the CRR), the trading book includes “all positions on financial instruments and commodities held by an institution for trading purposes or for the purpose of hedging positions already held for trading purposes, in accordance with Article 104”. The allocation of transactions to the trading book is governed by a dedicated procedure, which is based in particular on the management intentions and liquidity of the instruments. This procedure applicable at Natixis level is part of the overall procedure established for Groupe BPCE. Reclassifications of positions between banking and trading portfolios are exceptional, subject to authorization by the Natixis Prudential Committee and ultimately approved by BPCE’s ad hoc bodies. The operational classification of positions is carried out at the portfolio level and the management intention is defined in the risk mandates of each operator.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 130 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Value at Risk (VaR) Natixis’ internal VaR model was approved by the French Prudential Supervisory Authority in January 2009. Natixis uses VaR to calculate capital requirements for market risks within approved scopes (mainly the Fixed Income scope), and to manage and supervise market risks. The model is based on a calculation by computer simulation, based on Monte Carlo-type methodology, taking into account a portfolio’s potentially non-linear characteristics with respect to different risk factors. VaR is calculated and monitored daily for all the Natixis trading portfolios (Global Market, ALM, Cash, discontinued activities). Market data used in the valuation of portfolios (share prices, indices, interest rates, exchange rates, commodity prices and the related volatility) are updated on a daily basis when available, and the statistical data used (standard deviation and correlations) are updated weekly. All the trading portfolios are subject to appropriate risk monitoring and oversight mechanisms, in accordance with the market risk policies in force. A VaR limit is set at an overall level and for each business. These measurements give a snapshot of VaR and help identify potential losses in each business, based on a predetermined confidence level (99%) and time period (one day). To this end, a statistical model has been constructed to track the behavior of market parameters affecting portfolio value. The calculation method is based on an econometric model whose standard deviations are calculated as being the maximum (risk factor by risk factor) standard deviations calculated over rolling 12-month and 3-month periods. This method makes VaR more responsive if the markets suddenly become more volatile. For the calculation of VaR, the portfolio’s holding horizon is set at one day for risk monitoring and 10 days for the calculation of capital. The 10-day holding period involves extrapolating from the one-day VaR by multiplying it by the square root of 10. For a set of products including the most complex products, VaR is measured by limited development via sensitivities. VaR levels are managed by limits set at different levels of Natixis (desks, business lines) and thereby helping to reduce the bank’s risk appetite from an operating perspective. Portfolio valuation methods vary according to product and are either based on a total revaluation or on sensitivity to first or second order market inputs to factor in both linear and non-linear effects (in particular for derivative financial instruments). General risk and specific risk are calculated according to a single model that incorporates the correlation between the risk factors. Yields used by Natixis to simulate potential changes in risk factors are absolute yields for most risk factors. The exceptions to this rule are exchange rates, share prices and indices, precious metals prices and indices, commodity indices and commodity futures. Moreover, the reliability of the VaR is measured regularly through comparison with the changes in the daily trading results, a process also known as backtesting. This exercise allows an ex post comparison of the potential losses, as projected ex ante by the VaR, with the actual losses. Stressed Value at Risk (SVaR) Due to changing regulatory standards (Basel 2.5), Natixis implemented a daily stressed VaR model (SVaR), which is calculated based on a fixed econometric model over a continuous 12-month period including a representative crisis scenario relevant to its portfolio (over the same scope as for VaR). The calculation method is based on a historical simulation for a one-day horizon and a confidence level of 99%. However, unlike VaR, which uses 260 daily fluctuation scenarios on a sliding one-year period, stressed VaR uses a one-year historical window corresponding to a period of significant financial tension. In the same way as the VaR, the stressed VaR is calculated by limited development through sensitivity by risk factor for the most complex products. As is the case for the VaR, portfolio valuation methods vary according to product and are either based on a total revaluation or on sensitivity to first or second order market inputs to factor in both linear and non-linear effects (in particular for derivative financial instruments). The stressed period currently used by Natixis covers the period between August 1, 2008 and July 31, 2009, as it is the most conservative one for calculating stressed VaR. As is the case for VaR, the 10-day holding period used by Natixis involves extrapolating from the one-day stressed VaR by multiplying it by the square root of 10. Monitoring of VaR, SVaR and VaR backtesting Natixis’ internal model is based on a calculation of VaR and stressed VaR. To check that the calculation assumptions are respected, particularly the confidence interval of 99%, backtesting calculations are performed on the P&L on a daily basis. These involve comparing 99% VaR levels with actual and hypothetical daily P&L levels. The measurements are conducted on Natixis’ consolidated accounts and across all of its main activities. In the event that negative real or hypothetical P&L levels exceed the VaR calculation for the same day, an analysis is performed and explanations provided according to internally-defined criteria. The regulator is subsequently contacted to inform them of any such exceptions within Natixis’ authorized consolidation scope. In the event of too many exceptions over a period of one year, on a year-on-year basis, an add-on is made to the multiplying factor applied in calculating VaR and SVaR during measurements of Natixis’ capital. Incremental Risk Charge (IRC) The IRC is the capital charge required for the risk of rating migration and issuer default over a one-year horizon for products approved under VaR for specific interest rate risk, on debt instruments (bonds, credit default swaps and related derivatives). This capital expense is in addition to the expenses calculated on the basis of VaR and SVaR for all of Natixis’ approved activities. Calculated using a Monte Carlo internal simulation model, the IRC is a 99.9% value at risk which corresponds to the largest risk after eliminating the 0.1% of worst outcomes over a period of one year.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 131 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Rating and default migrations are simulated using an issuer correlation model and migration matrices over a capital horizon of one year. Positions are remeasured based on various scenarios. Thus, for each scenario, positions may be downgraded, upgraded or go into default. The liquidity horizon, which represents the time required to sell a position or hedge it in unfavorable market conditions, used in the IRC calculation model is one year for all positions and all issuers. The calibration of the transition matrix is based on Standard & Poor’s historical transition data. For both corporates and sovereigns, the historical depth exceeds 20 years. For issuers not rated by S&P, restatements are performed internally. Correlation assumptions are based on the rating of each issuer’s creditworthiness within the IRC horizon (one year). The simulation process is based on intrasector correlation inputs. This internal model is regularly monitored in several areas: analysis of IRC levels is carried out by the team in charge of V production within Market Risk and allows for the regular certification of this metric. A weekly metric of sensitivities to the main parameters of the model is carried out and an analysis produced monthly ensures the consistency of the model; the model is subjected to stress tests impacting various V parameters: within the internal stress test framework for the needs of the V normative ICAAP, in order to meet regulatory requirements during EBA stress test V exercises; the model is subjected to half-yearly model monitoring. This V monitoring notably covers: confidence interval taking into account the number of V trajectories used, for issuers without a rating, the default rating is estimated based V on the Natixis portfolio. This assumption is subject to an impact measurement in accordance with the TRIM guide, representation of the correlation by the model by comparing V empirical and implicit correlations; a posteriori controls are carried out on the operational production V process. The internal IRC calculation model used by Natixis was approved by the French Prudential Supervisory Authority in 2012. The authorization was renewed in 2019. The same model is used for all portfolios submitted to the IRC. In accordance with regulatory requirements, Groupe BPCE established an internal model validation policy as well as procedures. This model validation phase is a prerequisite for their use. The IRC model is periodically revalidated by the internal model validation team. Stress tests and operational indicators In addition to VaR, SVaR and IRC measures, stress tests are used to simulate the impact of extreme market conditions on the value of Natixis’ portfolios as well as operational indicators: stress tests to measure potential losses on portfolios in 1) extreme market conditions. Natixis’ framework is based on two categories of stress tests: overall stress tests and dedicated stress tests for each business. Overall stress tests are subject to continuous review. They are performed daily and can be grouped into two categories: historic stress tests consist of reproducing sets of changes V in market parameters observed during past crises in order to create an ex post simulation of the P&L changes recorded. While stress tests do not have any predictive value, they do make it possible to gauge the exposure of the portfolio to known scenarios. A set of three scenarios has been defined, taking into account the most significant events since 2008 with the Lehman bankruptcy, the sovereign crisis in 2011 and the last COVID crisis in 2020, hypothetical stress tests are used to simulate changes in V market parameters for all the activities, based on plausible assumptions regarding one market’s predicted response compared with another’s, depending on the nature of the initial stress. Stresses are determined through a joint effort involving the Risk division, the front office and Economic Research. A set of five scenarios has been defined: fall in stock market indices combined with a flattening of the 1. yield curve and an increase in credit spreads, strong rise in European interest rates in an inflationary 2. environment, failure of a financial institution with a rise in credit spreads 3. and interest rates and a moderate fall in equity markets, commodity crisis based on a scenario of disruption to 4. supply due to geopolitical events, liquidity crisis characterized mainly by a sharp widening of 5. European interbank spreads, a widening of the liquidity spread and higher “peripheral” yields. All scenarios are now being calculated exactly by revaluation of all positions. Specific stress tests are also calculated daily in the management tools for all the portfolios and are governed by limits. They are set on the basis of the same severity standard and are aimed at identifying the main loss areas by portfolio. An aggregate stress test measure representing a combination of specific stress tests calculated for each business line completes the overall framework. This summary indicator at the bank level results from the quadratic aggregation of various specific stress tests designed to reflect the specificities of each activity as well as the effects of diversification between the different business lines.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 132 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition, this framework is supplemented by ad hoc stress tests characterizing a current event likely to generate significant market movements. Ad hoc stress tests use expected market trends based on economic research that is translated into overall stress-test scenarios. They measure the banks resilience to major current events, and allow hedging strategies to be adapted accordingly. The stress test framework is defined by the Risk division, which is responsible for defining principles, methodology and calibration and scenario choices. The Stress Test Committee is responsible for the operational implementation of stress tests and meets on a bimonthly basis. The Committee approves work to be carried out, its workload and determines the annual IT budget; loss alerts by portfolio and aggregated by business line, which 2) alert management and the Risk division if losses reach a certain threshold over a given month or on a cumulative basis since the beginning of the year. These thresholds are set by the Market Risk Committee according to the characteristics of each portfolio, past performance and budgetary targets; the limit framework also includes operational indicators on an 3) overall and/or by business basis, which focus on more directly observable criteria (sensitivity to changes in the underlying and to volatility, correlation, nominals, etc.). The limits of these qualitative and quantitative indicators are set in line with the VaR and stress test limits. Independent valuation control The valuation of Natixis’ various market products forms part of the independent control framework made up of dedicated procedures. In accordance with the provisions of IFRS 9, financial instruments recognized in the fair value through profit or loss category are valued at their market value (see Chapter [5] in Notes [5.6] and [7.5] for more information on the principles used to determine the fair value of financial instruments). Fair value determination is subject to a control procedure aimed at verifying that the valuation of financial instruments is determined and validated by an independent function in terms of prices and/or valuation models. Independent price verification Independent price verification is carried out by Market Risk’s IPV (Independent Price Verification) teams which, in line with the division’s policy, control the market inputs used in the valuation process for the bank’s transactions. The review of market inputs may lead to valuation adjustments recognized in economic results and the financial statement. IPV governance is based in particular on: a supervision framework built around Committees (Fair Value V Level Committee, Valuation Committee, IPV Committee); a policy and set of procedures, explaining the validation and V escalation framework; a set of weekly and monthly reports; V dedicated tools. V Validation of models In accordance with regulatory requirements, Groupe BPCE has implemented policies and procedures for validating its internal market risk assessment models and valuation models applicable to the Natixis scope. This independent model validation policy is part of its wider risk model management framework. The Model Risk Management & Validation Wholesale Banking division, which reports to Groupe BPCE’s Chief Risk Officer, is responsible for the governance and standards governing the life cycle of a model. The various stages of a model’s life cycle – design, IT development, validation, and use – are clearly presented and the roles and responsibilities of each participant specified and detailed. Internal market risk models are validated by the validation teams of Groupe BPCE’s Risk division. The validation process for the models used by Natixis focuses on the following seven dimensions: data and parameters applied by the model: analysis of data quality V and representativeness, integrity of controls, error reports, comprehensiveness of data, etc.; methodology: analysis of the model’s underlying theory, analysis of V estimates, sizing methods, risk indicators, aggregation rules, model benchmarking, analysis of precision and convergence; permanent monitoring: the validation teams ensure the existence V of a monitoring methodology for the model and assess the risk associated with the implementation of this methodology; model performance: assessment of the risk related to the V performance of the model both during the design phase and periodically; IT development: counter-implementation, code analysis, tests; V documentation: analysis of the quality and comprehensiveness of V the methodological documentation received; model governance: assessment of the model’s compliance with V internal standards throughout the model’s life cycle. Specifically, the following aspects are assessed in respect of valuation models: the theoretical and mathematical validation of the model, the V analysis of assumptions and their justification in model documentation; algorithm validation and benchmarking; V the analysis of the model’s stability and convergence of the V numerical method in a stress scenario; the assessment of implied risk factors and calibration, the analysis V of input, and the upstream identification of models; the measurement of model risk and validation of the related V reserves methodology. The design, modification and ongoing management of the model are performed by the model designers on behalf of the model owner. The validation teams of the Groupe BPCE Risk division act independently and are consulted for any new model and for any modification or evolution of an existing model. On an annual basis, the team in charge of designing internal or valuation models monitors the models’ performance, notably through an analysis of backtesting and usage tests.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 133 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The third line of defense is the General Inspection Department, which annually reviews internal models and compliance with the risk model management framework and the correct application by Model Risk Management of its own policies and procedures. The conclusions and results of the model validation process are communicated to the Model Oversight Committees for validation, and then submitted to the Model Risk Management Committee. The role of the Model Risk Management Committee is to supervise the management of the model risk and to ensure the coordination and implementation of appropriate actions for the management of the model risk. The Model Oversight Committees are chaired by the Head of the Model Risk Management & Validation Wholesale Banking. The Model Risk Management Committee is chaired twice a year by the Chairman of the Management Board of Groupe BPCE and by the Chief Executive Officer in charge of Groupe BPCE via a delegation of authority. Natixis’ adjustment policy The Risk division is tasked with defining and implementing the adjustment policy for capital market activities’ management results. The objective of this policy is to ensure the reliability of the result announced. The adjustment policy thus defines the principles for calculating adjustments for market risks to financial instruments measured at fair value. Adjustments for market risks are divided into: adjustments for the cost of position reversals/liquidity positions; V adjustments for input uncertainty; V adjustments for model uncertainty. V The shocks applied and methodologies used are updated on a continuous basis. Adjustment amounts are updated on a monthly basis. Changes in methodology applied to adjustment calculations in respect of market and model-related uncertainties are submitted for independent validation by the Model Risk Management & Validation Wholesale Banking Department. Quantitative market risk measurement data 3.2.6.4 (Data certified by the Statutory Auditors in accordance with IFRS 7) Change in Natixis VaR The VaR level for Natixis’ trading books averaged €9.4 million, bottoming out at €5.4 million on January 18, 2022, with a peak of €12.8 million on May 25, 2022 and standing at €9.4 million as of December 30, 2022. The following chart shows the VaR trading history between December 31, 2021 and December 30, 2022 for the entire scope. Overall Natixis VaR – Trading portfolio (99% VaR 1 day) 15 12 9 6 3 VaR NATIXIS Negociation (in €M) 31/12/21 31/01/22 28/02/22 31/03/22 30/04/22 31/05/22 30/06/22 31/07/22 31/08/22 30/09/22 31/10/22 30/11/22 30/12/22
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 134 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown of overall trading VaR by scope (Data certified by the Statutory Auditors in accordance with IFRS 7) The following table presents the key VaR figures – (99% VaR, 1 day): (in millions of euros) Natixis trading book VaR as at 30/12/2022 Natixis 9.4 o/w: Global Markets 8.8 Equity Markets 4.7 Commodities 1.2 FI – Credit Platform 2.3 FI – Rates & Currencies Markets 5.7 Global Securities Financing 6.3 Other run-off activities 0.8 As of December 30, 2022, the VaR by business was at a higher level than the previous year (€9.4 million compared with €6.3 million on December 31, 2021). This increase is mainly due to the events related to the conflict in Ukraine which led to an increase in the shocks used to calculate VaR during the year, in particular in terms of interest rate activity. Breakdown by business line and netting effect The breakdown of the VaR by business line provides a picture of the monthly contribution of the main risks and the netting effects in terms of VaR. Commodities Markets Credit Market FI – Currencies FI – Rates Equity Markets Effets de compensation VaR MC (in M€) 25 2O 15 10 5 0 -5 -10 -15 31/12/21 31/01/22 28/02/22 31/03/22 29/04/22 31/05/22 30/06/22 29/07/22 31/08/22 30/09/22 31/10/22 30/11/22 30/12/22 The increase in VaR is linked to the increase in the shocks used, in particular in terms of interest rate activity.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 135 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis backtesting on regulatory scope The following chart shows the results of backtesting (ex post comparison of potential losses, as calculated ex ante by VaR (99%, 1 day), with hypothetical and actual P&L impacts) on the regulatory scope, and can be used to verify the solidity of the VaR indicator. 25 20 15 10 5 0 -5 -10 -15 -20 (in €M) P&L Actual Regulatory BT P&L Hypothetical Regulatory BT Daily VaR (+/-) 31/12/21 31/01/22 28/02/22 31/03/22 30/04/22 31/05/22 30/06/22 31/07/22 31/08/22 30/09/22 31/10/22 30/11/22 30/12/22 In 2022, one actual backtesting exception and three hypothetical backtesting events were noted at the Natixis regulatory level. The three hypothetical backtesting exceptions were recorded on February 9 and 24, then on March 8. The real exception occurred on February 24. These follow the market disruptions observed – tensions generated on the €STER yield curve – when Ukraine was invaded by the Russian army. Natixis regulatory stressed VaR Natixis’ regulatory stressed VaR averaged €20.9 million. It bottomed out at €14.4 million on December 15, 2022 and peaked at €32 million on July 11, 2022, and stood at €20.1 million as at December 30, 2022. Change in regulatory VaR (99% VaR, 1 day) and stressed VaR (99% SVaR, 1 day): 35 30 25 20 15 10 5 0 (in €M) Regulatory VaR Regulatory sVaR 31/12/21 31/01/22 28/02/22 31/03/22 30/04/22 31/05/22 30/06/22 31/07/22 31/08/22 30/09/22 31/10/22 30/11/22 30/12/22
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 136 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 IRC indicator This indicator covers the regulatory scope. Natixis’ IRC averaged €23.9 million, with a peak of €36.7 million on March 14, 2022, bottoming out at €12.2 million on January 6, 2022, and stood at €21 million at December 30, 2022. 40 35 30 25 20 15 10 5 0 IRC (in €M) 31/12/21 31/01/22 28/02/22 31/03/22 30/04/22 31/05/22 30/06/22 31/07/22 31/08/22 30/09/22 31/10/22 30/11/22 30/12/22 Stress test results for the Natixis scope (Data certified by the Statutory Auditors in accordance with IFRS 7) Overall stress test levels reached an average level of +€63 million as at December 30, 2022, versus +€25.2 million as at December 31, 2021. The historical stress test reproducing the default of a financial institution leads to the maximum loss (-€1 million at December 30, 2022). Overall stress tests as at December 31, 2022 Fall in stock market indices Increase in interest rates Default by a bank Raw materials Liquidity 2008 Lehman Sovereign Crisis Covid Histo. 20 36 42 73 32 -1 87 55 178 Hypothetical Stress Tests Historical Stress Tests -20 0 20 40 60 80 100 120 140 160 180 200 (in €M)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 137 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Operational risks 3.2.7 Objectives and policy 3.2.7.1 As part of the definition of its risk appetite, and in accordance with Article 98 of the French Ministerial Order of November 3, 2014, Natixis defined its operational risk tolerance policy with a view to limiting losses related to operational risks and regularly reviewing actions to reduce risks. The policy sets out the governance established, the quantitative and qualitative management framework, and the monitoring performed thus far. It defines the operational risk management criteria, including: quantitative indicators: one historical indicator measuring the cost V of risk, one individual indicator identifying the occurrence of major incidents to be reported to the regulator (Article 98 of the French Ministerial Order of November 3, 2014), a specific individual indicator raising the alert on internal fraud events, and an operational risk management indicator measuring the progress of corrective actions; a qualitative indicator regarding the compliance of the governance V of the framework; specific indicators monitoring Information and Communication V Technology (ICT) risk, including cyber risk. The risk management framework identifies, measures, monitors and controls the level of operational risks for all the Company’s business lines and support functions in France and abroad. Organization 3.2.7.2 The function in charge of operational risk ensures the monitoring and management of risks arising from failures attributable to operating procedures, employees and internal systems or arising from outside events. Its duties, as described in the operational risk policies and procedures validated by the Operational Risk Committee, include: recording incidents via a network of Operational Risk Officers V across all business lines and support functions; analyzing serious incidents using an escalation process; V mapping potential risks, both qualitatively and quantitatively, based V on a risk self-assessment and audits and controls carried out by the business lines; linking with other control functions; V establishing key risk indicators and environmental variables of a V predictive nature. secretary. The standing members of the Operational Risk function, apart from the Head of the department, are the departments’ Heads of Operational Risk and the Standards, Reporting & Projects Officer. The framework is managed by the Operational Risk Committee which determines the operational risk policy, monitors Natixis’ operational risk exposure and makes final decisions on hedging and reduction. It is the operational extension of the executive body and of which it has full decision-making powers for issues within its area of responsibility. This quarterly committee, in which the Finance division, the Compliance Department, including the Global Technology Risk Management business line, the Information Systems Department, including the Data Office, the Enterprise Risk Management Department, the General Inspection Department and the Operational Risk Department of Groupe BPCE take part, is chaired by the Chief Executive Officer, the Chief Risk Officer (or her deputy), with the Head of Operational Risks Department acting as The Operational Risk Committees of the business lines and support functions are a cascading of the Operational Risk Committee, which closely manages the operational risk exposure of each scope. These Committees are organized according to the function’s governance matrix (location and business lines). They are facilitated by the Operational Risk Manager acting as Committee secretary. Each Committee is chaired by the Head or manager in charge of the Committee's scope (business line or support function, depending on the entity) with the participation of operational managers, and support function dedicated and compliance managers dedicated to the Committee's scope. The structure of the function mirrors the organization of: the divisions under the responsibility of the operational risk V managers; geographical locations under the responsibility of the operational V risk managers of the North and South America, Europe-Middle East-Africa and Asia-Pacific platforms reporting hierarchically to the local risk manager and functionally to the operational risk manager; the support and control functions under the responsibility of an V operational risk manager covering – in addition to the activities within his or her remit – overall and systematic operational risks (loss of access to premises or information systems, or loss of employee availability) to which Natixis is exposed. 58 FTEs are dedicated to operational risk management. Within their designated scopes (subsidiary, branch, business line or support function), they are responsible for instilling the operational risk culture, recording and analyzing incidents, mapping risks, proposing and following up corrective actions, compiling reports and escalating information to management. Analyses are carried out across the Bank where the support or control functions are involved, or where the processes have an impact on teams, whether in the front, middle or back office. This framework is managed using a single information system that has been deployed across the Company’s entities, business lines and support functions in France and internationally. This internal tool is available in French and English and hosts all the components of the operational risk supervision framework (incidents, risk mapping, risk management framework, key risk indicators, corrective actions, committees, etc.). The accuracy of the information entered or approved by the operational risk managers is ensured through reconciliation with information from other functions (finance, compliance, legal, Information Systems Security, data quality, insurance, etc.). The calculation of capital requirements for operational risk is established using the standard method for all Natixis operating divisions in cooperation with Enterprise Risk Management division. For the purposes of managing its economic capital, Natixis uses an internal methodology to obtain an overall estimation of its level of exposure to operational risk by business line entity, geographic region and certain major risk situations. The methodology relies on a value at risk (VaR) calculation based on risk mapping, factoring in identified incidents for backtesting and known external losses.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 138 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Operational risk monitoring 3.2.7.3 Risk mapping Risk mapping is central to operational risk monitoring: Control environment assessment Risk Map Scenario analysis on major risks Regulatory environment / Compliance Division Permanent control / Compliance Division Qualitative evaluation of businesses and support function controls KRI: Key Risk Indicator RMS: Risk Management System RCSA: Risk Control & Self Assessment HR: Human Resources P&P: Policies and procedures Non Compliance Risk Qualitative evaluation of business line and support function policies and procedures Incidents with financial, legal, and regulatory impacts Domestic and international regulations Analysis of changes in the risk profile of the businesses and support functions Financial industry businesses & Operational environment Incidents database External database, public incidents since 1995 Mitigation actions decided by Committees Qualitative assessment of businesses and support functions risks by the risk owners Qualitative assessment of the HR profile of support functions Quantitative backtesting Controls P&P HR Incidents KRI Mitigation actions decided by Committees Gross Risk RMS Net Risk RCSA RCSA Annual review of first level controls based on risk assessment PCL1 & 2 Results of first level controls. Each control is associated with one or several risks PCL1 & 2 Mitigation actions decided by Committees The department in charge of operational risks, together with each business line, entity or support function and in consultation with the other control functions, manages the review of the operational risk mapping. The latter is based on the identification and descriptive analysis of risks, the quantification of these risk situations (definition of an average frequency, an average loss and a maximum loss), taking into account existing risk management framework. This mapping, based on the analysis of processes, is carried out on all of the bank’s activities. A history of internal incidents is used to check the consistency of the results obtained (backtesting), as well as the analysis of the findings of internal audits and results of permanent controls. The risk mapping process serves to identify Natixis’ exposed business lines and its biggest risks in order to be able to manage them through corrective action and indicators. The mapping of extreme risk situations (i.e. of very low frequency and severe impact, such as regulatory fines, major natural disasters, pandemics, terrorist attacks, etc.) is based on the use of external data including data on financial industry incidents.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 139 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition to the risk mapping, more than 330 KRIs (key risk indicators) are set up, with limits and monitored at regular intervals, aiming to dynamically detect changes in operational risk exposure. They apply either to the Global Financial Services scope (overall indicators), to the business lines, or to the support functions that, with the operational risk manager, set the indicators as relevant early warning indicators during the mapping process. These indicators are submitted to the Operational Risk Committee for approval. Any breach of their thresholds, that is the subject of a systematic alert, may trigger action to be carried out immediately or requiring an Operational Risk Committee approval. Identifying losses and incidents Recording and analyzing incidents or deemed serious by the business line and the Head of the Operational Risk Department) are reported immediately to the business line’s management and to the Chief Risk Officer. Incidents are recorded throughout the year. From a threshold of declaration set at respectively €5,000 for the Corporate & Investment Banking and Asset Management business lines and €1,500 for the Wealth Management business lines. A single definition of “serious incident” is used, in compliance with Groupe BPCE standards (€300,000 gross). All serious incidents (above the defined threshold Following an investigation involving all relevant parties, the operational risk manager of the business line compiles a standardized full report, including a factual description of the event, the analysis of the initial cause, the description of the impact and the proposed corrective actions. At all levels of the Company, the business line Operational Risk Committees review their serious incidents. They decide on the implementation of corrective actions, propose the associated deadlines and deliverables, and monitor progress. The entities and business lines can decide to apply these measures to their own threshold, which is lower than that of Natixis and consistent with its activity and level of risk. Overall trend of reported incidents In 2022, over 1,900 incidents that occurred in the year (representing 2,400 single incidents) were entered into the recording tool by the Natixis business lines. Breakdown of the volume of incidents by activity and year of occurrence between 2020 and 2022 Asset and Wealth Management Corporate & Investment Banking Functional Departments Natixis Algérie 2020 2021 2022 0 500 1,000 1 ,500 2,000 2,500 478 400 390 2,193 1,718 1,154 419 435 368 59 63 11 Percentage breakdown of net incident volume by Basel category and year of occurrence between 2020 and 2022 External fraud Execution, delivery and procedures Damage to property, plant and equipment Business interruption and system malfunctions Employment and workplace safety practices Commercial customers, products and practices Internal fraud 2020 2021 2022 87.84% 0.08% 0.29% 9.26% 79.10% 84.71% 1.68% 4.59% 0.00% 0.92% 6.08% 11.37% 0.17% 8.84% 3.62% 0.14% 1.30% 0.01% 0.00% 0.01% 0.00% 100% 80% 60% 40% 20% 0%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 140 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Measures to reduce risk Natixis has implemented measures in every business line and support function to monitor the corrective actions to reduce the Bank’s exposure to operational risks. 87% of the 567 corrective actions identified in 2022 (of which 154 on CIB COO and 76 on Natixis support functions) were implemented by the business lines in charge and are monitored by the business line and central Operational Risk Committees. These actions, defined to reduce and resolve operational risk, are ranked according to three priority levels depending on the risks incurred. The Operational Risk Committee is alerted to any delay in a first-level priority corrective action; a justification for the delay must then be provided. Risk profile 3.2.7.4 In 2022, a risk analysis was performed on all business lines and on the support and control functions. The Corporate & Investment Banking and Asset & Wealth Management business lines account for the majority of risks under review owing to the extensive nature of the divisions’ activities and operations in both France and internationally (with 2,059 and 1,633 risk situations validated as of end 2022, respectively). Natixis’ risk profile features two main risk categories in terms of high potential impact: cross-functional risk (regulatory, pandemic, technological, including cyber, legal and climate) and business line risk, concentrated under Corporate & Investment Banking to which the Company as a whole is exposed. Tailored risk management frameworks have been introduced to cover these risks, including the safeguarding of procedures and controls, raising employee awareness, Business Continuity Plans, Information Systems Security and insurance policies. Operational risk insurance 3.2.7.5 The Groupe BPCE Corporate Insurance Department is responsible for: analyzing insurable operational risks; and V taking out appropriate insurance coverage (direct insurance V and/or transfer). Natixis and its subsidiaries benefit from the guarantees provided in the following main insurance programs: coverage for its insurable operational risks; and V which are pooled with Groupe BPCE. V Combined “Global Banking (Damage to Valuables & Fraud)” & A/ “Professional Civil Liability” policy with a total maximum payout of €217 million per year of insurance including: €92.5 million per year, combined “Global a) Banking/Professional Civil Liability/Cyber-Risks” and mobilizable under the guaranteed amounts indicated in b) and/or c) and/or d) below; €48 million per claim and per year (sub-limited under b) “Fraud” to €35 million per claim), dedicated solely to “Global Banking” risk; €25 million per claim and per year, solely reserved for c) “Professional Civil Liability” risk; €51.5 million per claim and per year, combined “Global d) Banking/Professional Civil Liability” insurance available in addition to or after use of the amounts guaranteed set out in b) and/or c) above. The maximum amount that can be paid out for any one claim under this arrangement is €100 million under “Professional Civil Liability” coverage and €100.5 million under “Fraud” coverage in excess of the applicable deductibles. “Regulated Intermediation Civil Liability” (in three areas: B/ Financial Intermediation, Insurance Intermediation, Real Estate Transactions/Management) with a total maximum payout of €10 million per claim and €13 million per year. “Operating Civil Liability” covering €100 million per claim, as C/ well as a “Subsidiary Owner Civil Liability”/“Post Delivery-Reception Civil Liability” coverage extension for up to €35 million per claim and per year of insurance. “Company Directors Civil Liability” for up to €150 million per D/ claim and per year of insurance. “Material Damage” to Buildings and their contents (including IT E/ equipment) & the consecutive “losses in banking activities”, up to a total of €300 million per claim (sub-limited to consecutive “losses in banking activities” at a rate of €100 million per claim and €200 million per year). “Protection of Digital Assets against Cyber-Risks” & the F/ consecutive “losses in banking activities”, for up to €100 million per claim and €156.5 million per year of insurance. This coverage extends worldwide for initial risk or umbrella risk, subject to certain exceptions, mainly in terms of “Professional Civil Liability” where the policy does not cover permanent institutions based in the United States (where coverage is obtained locally by Natixis’ US operations). All the insurance policies mentioned above are purchased with deductibles (accepted retention level) in accordance with Natixis’ retention capacity. Balance sheet 3.2.8 management Governance and organization 3.2.8.1 (Data reported to Statutory Auditors in accordance with IFRS 7) Natixis is affiliated with the central institution of the Caisses d’Epargne and the Banques Populaires (BPCE) banks, as defined by the French Monetary and Financial Code. Article L.511-31 of the French Monetary and Financial Code stipulates that central institutions are credit institutions and, as such, they must oversee the cohesion of their network and ensure the proper operation of affiliated institutions and companies. To this end, they take any necessary measures, notably to guarantee the liquidity and capital adequacy of all such institutions and companies as well as the network as a whole. In accordance with Groupe BPCE’s organization and the missions of the central body, the supervision of the management of structural balance sheet risks, ALM policies and strategies are placed under the authority of the Group Strategic ALM Committee. These policies and strategies are applied at the level of each affiliate, including Natixis.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 141 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Within Natixis, the Asset and Liability Management Committee (the “ALM Committee”) is a Senior Management Committee, chaired by the Chief Executive Officer, which acts as a relay for the Group Strategic ALM Committee for the activities it hosts. This bimonthly committee brings together members of the Senior Management Committee in charge of the Finance division, the Risk division and the CIB, representatives of the CIB business lines, the head of the BOAT (“buffer, financial operations, ALM and treasury”), the head of the BPCE/Natixis liquidity pool (of which Natixis treasury is a part), the members of SBSR (Structural Balance Sheet Risks), and representatives of Groupe BPCE’s Financial Management division and Risk division. The main missions of this Committee are: overseeing the implementation of ALM strategies and policies set V by the central body within Natixis; overseeing the management of ALM constraints allocated by the V Group to Natixis; validation of the liquidity envelopes allocated to the business lines V as part of the annual budgetary procedure and in connection with the market footprint envelope allocated by the Group Strategic ALM Committee; pre-validation of Natixis’ contribution to Groupe BPCE’s annual V medium-term financing program; validation of internal ALM sub-limits within the Natixis scope in V line with the overall limits allocated by the Group; validation of the internal liquidity pricing policy; V approval of ALM documentation (referentials, etc.); V validation of SBSR management mandates, monitoring of V delegations and the crossing of thresholds or limits under the SBSR management mandate. The BOAT Department ensures the implementation of decisions taken by this Committee by executing or coordinating them with the other business lines. It thus exercises the first line of defense (LoD1) and operates under the control and within the mandates overseen by the second line of defense (LoD2) of the SBSR Department of the Risk division. The Risk division, which is responsible for independently evaluating the structural ALM risk monitoring framework, second-level controls on cash and ALM indicators (dedicated SBSR Department), and the approval of identified ALM methods for use in a model (Model Risk Management & Validation Wholesale Banking department within the Risk division of Groupe BPCE). The Risk division also proposes the limits specified under the risk appetite framework, which are validated by the Board of Directors. Management of liquidity 3.2.8.2 and refinancing risk Targets and policy (Data reported to Statutory Auditors in accordance with IFRS 7) Groupe BPCE’s financing policy, strategy and organization in which Natixis participates are placed under the aegis of the Group Strategic ALM Committee. They are based in particular on: a capital accumulation and preservation strategy to defend, V strengthen and promote Groupe BPCE’s credit signature and rating on international liquidity markets; centralization of liquidity management and access to the liquidity V markets within a cross entity and cross-border liquidity pool supervised by BPCE and operating from the balance sheet of both BPCE S.A. and Natixis S.A. (e.g. via its EMEA, Americas and APAC platforms). This organization facilitates the application of a single pricing policy and optimizes the cost of financing and facilitates the liquidity circulation within the Group; a strategy of diversifying sources of financing by geographical V area, currency, counterparty, maturity and product to ensure stable and long-term financing of activities regardless of currency or geographical location, while ensuring that the market footprint is contained; a risk policy aiming to promote adequacy in terms of maturity V between uses and resources within the framework of the Group’s risk appetite, in order to ensure the respect of its commitments towards its clients, and of its regulatory and economic constraints; a strategy of generating collateral and maintaining liquidity buffers V to preserve business continuity in case of liquidity turmoil. This policy, this organization, and this strategy apply to all affiliates and are applied to the Natixis scope, which is responsible in part for its execution through the common liquidity pool. Monitoring framework (Data reported to Statutory Auditors in accordance with IFRS 7) The steering, management, measurement and oversight of this risk are based on the following Group-level framework: periodic measurement and monitoring of Natixis’ contribution to V the Group’s market footprint in order to preserve Groupe BPCE’s loan-to-deposit ratio and rating; periodic measurement and monitoring of gross unsecured V liquidity consumption of each business line with the Treasury in order to contain the bank’s financing needs within the framework of the financial resources and market footprint allocated by the Group; periodic measurement and supervision of the Natixis contribution V to the short and medium-term liquidity mismatches of Groupe BPCE into liquidity in order to promote the adequacy of the maturity of resources with that of uses. It is supplemented internally by a measure of the ratios coverage between assets and liabilities; periodic liquidity stress measurements designed to test Groupe V BPCE’s resistance to adverse scenarios of a systemic, idiosyncratic or combined nature affecting its liquidity over different time horizons; measures with observation thresholds for Natixis’ contribution to V the Group’s financing structure to oversight the Group’s financing and diversification policy; periodic tests of the unsecured overnight market for assessing V the depth of credit limits opened by investors on Groupe BPCE.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 142 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Contingency funding plan under liquidity stress (Data reported to Statutory Auditors in accordance with IFRS 7) The business continuity plan in the event of a liquidity crisis known as the “Contingency Funding Plan” (CFP) refers to the body of documents describing the governance, organization, strategies and action levers to be used in the event of a liquidity crisis to preserve the Groupe BPCE’s liquidity and ensure the continuity of its activities. It consists of: a permanent monitoring framework based on the daily publication V of quantitative and qualitative indicators (the “Early Warning Indicators”) with associated alert thresholds to facilitate the decision-making and escalation process regarding the activation or deactivation of the CFP; a description of the organization and governance to be V implemented in the event of activation; a description of the strategies and action levers to be V implemented; a quantification of the action levers to be implemented to free up V liquidity. Given the organization of Groupe BPCE and in view of the responsibility of its central body, this plan is unique, covers the whole of Groupe BPCE and its affiliates and is placed under the responsibility of the BPCE Resolution Department. The Group CFP is broken down into sub-CFP for each basin to facilitate its operational execution. That of Natixis, also under the responsibility of the resolution function within the Natixis Finance division, is thus broken down into sub-CFPs by geographical platforms. The Groupe BPCE’s Resolution Department conducts regular tests to ensure its operationality, identify any weaknesses and propose areas for improvement. Natixis takes part in these exercises in the same way as the other affiliates of the Group. Refinancing principles and structure (Data reported to Statutory Auditors in accordance with IFRS 7) ALM Refinancing strategy As mentioned in the section “Objectives and policy” in the same chapter, the financing strategy is unique, defined and supervised by the Group Strategic ALM Committee. Natixis participates in the execution of this strategy through the BPCE/Natixis liquidity pool under the aegis of the BPCE Financial Management division. Refinancing structure for 2022 (Data reported to Statutory Auditors in accordance with IFRS 7) By main counterparty category 9% 6% 8% 16% 52% 1% 4% 4% 10% 6% 7% 16% 51% 1% 5% 4% 10% 6% 8% 16% 50% 1% 5% 4% 10% 5% 7% 16% 52% 1% 4% 4% 10% 5% 8% 16% 51% 1% 3% 4% 10% 6% 9% 16% 51% 2% 3% 4% 10% 4% 7% 15% 56% 2% 1% 4% 10% 5% 9% 16% 52% 2% 2% 4% 10% 5% 9% 16% 51% 2% 3% 4% 10% 4% 9% 17% 51% 2% 2% 5% 13% 6% 10% 19% 43% 3% 2% 5% 10% 6% 10% 17% 47% 2% 4% 5% 9% 6% 9% 17% 50% 1% 2% 4% Other clients Central banks Groupe BPCE Financial clients Asset management Non-financial clients States and similar Banks dec-21 jan-22 feb-22 mar-22 apr-22 may-22 jun-22 jul-22 aug-22 sep-22 oct-22 nov-22 dec-22 By maturity 10% 10% 52% 27% 12% 10% 52% 26% 12% 9% 52% 27% 10% 9% 53% 28% 12% 10% 52% 27% 12% 10% 50% 28% 6% 10% 53% 30% 14% 9% 51% 26% 13% 9% 51% 27% 10% 9% 52% 29% 5% 11% 53% 31% 14% 8% 51% 26% 14% 8% 52% 27% dec-21 jan-22 feb-22 mar-22 apr-22 may-22 jun-22 jul-22 aug-22 sep-22 oct-22 nov-22 dec-22 Beyond twelve months Between two and twelve months Up to one month Without maturity By currency 4% 4% 29% 63% 4% 3% 31% 62% 4% 3% 32% 61% 4% 2% 33% 61% 4% 2% 34% 60% 4% 2% 33% 61% 4% 1% 31% 63% 5% 2% 35% 58% 5% 1% 36% 58% 5% 2% 36% 57% 5% 1% 33% 61% 4% 3% 34% 58% 5% 3% 34% 58% dec-21 jan-22 feb-22 mar-22 apr-22 may-22 jun-22 jul-22 aug-22 sep-22 oct-22 nov-22 dec-22 EUR USD GBP Other currencies By platform EMEA US APAC 4 % 10 % 86 % 5 % 12 % 83 % 6 % 11 % 83 % 6 % 12 % 82 % 6 % 12 % 82 % 6 % 11 % 82 % 4 % 10 % 86 % 6 % 11 % 83 % 7 % 11 % 82 % 5 % 12 % 83 % 5 % 15 % 80 % 7 % 12 % 81 % 5 % 13 % 82 % dec-21 jan-22 feb-22 mar-22 apr-22 may-22 jun-22 jul-22 aug-22 sep-22 oct-22 nov-22 dec-22
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 143 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2022 MLT financing program 2% Other long-term loans (y.c Financement du fonds Natixis Deposit) 32% Borrowings from BPCE 66% Natixis issues 2021 MLT financing program 39% Borrowings from BPCE 45% Natixis issues 16% Other long-term loans (y.c Financement du fonds Natixis Deposit) Sources: Management data. Refinancing (Data reported to Statutory Auditors in accordance with IFRS 7) Short-term refinancing During the year 2022, inflation increased worldwide: a large number of economies lifted their restrictions related to the pandemic at the beginning of the year, resulting in robust demand that faced constraints in global offerings. At the same time, Russia’s invasion of Ukraine has increased commodity market volatility and general uncertainty. Subsequently, new outbreaks of COVID-19 in China and the lockdowns that followed were another source of stress for the global economy and inflation. The realization by central banks that these price increases would be long-term and a fear of price-wage spirals led to a tightening of monetary policies. The Bank of England opened the way to the rate hike in December 2021, it was joined in March by the US Federal Reserve and in July by the European Central Bank. Finally, key rates were raised 4.25% in the United States (from 0% to 4.25% for the low rate of the monetary policy corridor) and 2.50% in the euro zone (from 0% to 2.50% for the main refinancing operations). The decline in energy and commodity prices observed at the end of the year eased inflationary pressures in most Western economies. However, the increase in prices remains well beyond the comfort zone of central banks and the rate hike is set to continue in 2023. Central banks took action on rates to protect economies from rising prices and also began to reduce the size of their balance sheet by reducing their monthly purchases of fixed income securities on the financial markets. This period of normalization of monetary policy has, of course, had repercussions on the debt markets. The rise in interest rates tends to make investors more cautious and encouraging them to favor investments with short maturities. Buyers have also shown a strong interest in variable rates, particularly in the United States, where issues indexed to SOFR rates have grown significantly. The other major event of this year, the Russian-Ukrainian conflict, also disrupted the short-term refinancing markets, in particular by promoting flight to quality, leading investors to focus their purchases on debts offering the best risk profile. Despite this difficult environment, Natixis’ outstanding short-term debt increased in 2022, from €32.98 billion at the end of December 2021 to €39.82 billion at the end of December 2022. Even though the dollar appreciation slightly favored the increase in outstandings expressed in euros, the appetite of European and American investors for the Group’s signature has not weakened. Another favorable factor, the Fitch rating agency upgraded its rating on Natixis short-term debt programs from F1 to F1+ on October 19, 2022. Natixis’ short-term debt issuance program outstandings (in millions of euros or euro equivalents) Deposit certificates Commercial papers Program cap* 45,000 26,063 Outstandings at 31/12/2022 23,595 16,229 For certificates of deposit, the ceiling of the NEU CP (Negotiable EUropean Commercial Paper) program only. *
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 144 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Long-term financing 2022 was marked by a tightening of the monetary policies by most of the central banks to contain inflationary pressures (9.2% in the euro zone and 6.5% in the United States). The US Federal Reserve increased short-term rates in 2022, and began to reduce its balance sheet in June. The European Central Bank (ECB) also tightened its monetary policy, hiking key interest rates and also discontinuing net purchases of securities under the APP (Asset Purchase Program) from March 2023. political factors weighed on the credit market. The rise in interest rates, combined with a reduced appetite for risk, led to an outflow in 2022 of funds invested in euros and dollars (-€8 billion for IG (Investment Grade) funds and -$112 billion for those in dollars). Credit spreads in euros for the “preferred” debt widened on average by +30/+40 bps for the “core” banks in the euro zone. The action of central banks pushed long rates up: the German 10-year bond yield increased by +271 bps in 2022 (trading at 2.57% by year-end), US debt up +236 bps (3.87%). Macro-economic and In this market context, Natixis raised €13.8 billion in 2022 under its medium- and long-term financing program. As the Group’s only long-term issuer of public issuances, BPCE financed Natixis for a total euro-equivalent amount of €4.5 billion. Issues and outstandings of Natixis’ medium- and long-term debt issuance programs (in millions of euros or euro equivalents) EMTN NEU MTN US MTN Issues bondholders Issues at 31/12/2022 5,281 0 0 8,092 Outstandings at 31/12/2022 14,833 122 97 14,642 Structural foreign exchange risk 3.2.8.3 (Data reported to Statutory Auditors in accordance with IFRS 7) Targets and policy The policy of holding structural foreign exchange positions aims to They are obtained by converting capital EUR based in foreign desensitize the CET1 ratio to Fx rate changes. These positions, currencies when injecting it in foreign branches or subsidiaries, or by whose revaluation is accounted by OCI, make it possible to match accumulating abroad retained earnings denominated in foreign the CET1 in foreign currency with the RWAs in foreign currency. currencies. Structural foreign exchange position Currency (equivalent in millions of euros) Structural change Opening position (31/12/2021) Closing position (31/12/2022) USD 5,219 5,297 DZD 158 171 AUD 129 127 JPY 28 62 CNY 44 44 HKD 34 38 RUB 25 28 TWD 19 19 KRW - 19 CAD 102 4 GBP 143 (11) Others 7 8
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 145 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Overall interest rate risk 3.2.8.4 General policy (Data reported to Statutory Auditors in accordance with IFRS 7) Natixis hosts Groupe BPCE’s CIB and Wealth Management activities, which are mainly conducted and managed on a variable/floating rate basis. This structural specificity common to most investment banks preserves Natixis net revenues from interest rate changes. It accordingly constitutes a diversifying asset for Groupe BPCE relative to retail activities. Natixis’ policy for managing overall interest rate risk is therefore not aimed at structurally holding directional interest rate positions in the banking book over the long term. With some exceptions, fixed-rate financial assets and liabilities are returned against adjustable interest rates and, as part of the transition of indices, against so-called risk-free rates (RFR) via interest rate swaps. The overall interest rate positions are mainly centralized in the Treasury Department, and managed within the framework of mandates and limits granted by the Risk division’s SBSR (Structural Balance Sheet Risk) Department. The accounting treatment of the hedging relationship follows IAS accounting standards. Overall interest rate risk management framework (Data reported to Statutory Auditors in accordance with IFRS 7) Natixis is subject to the interest rate risk measurement and monitoring framework laid down by the ALM Group, supplemented by a measurement and monitoring framework calibrated internally according to the specific needs of each entity. These mechanisms are produced for Natixis’ consolidated banking portfolio from the consolidated ALM database. The interest rate risk of Natixis’ banking portfolio is managed and monitored under the authority of the ALM Committee, which is chaired by the Chief Executive Officer and attended by the members of the Senior Management Committee in charge of the Finance division, Risk division and the CIB division, as well as the Head of the Liquidity Pool, and the Head of Financial Management of Natixis and his BPCE counterpart. Three families of measurements are carried out: a static fixed interest rate gap; it represents the schedule of V transactions until their next rate resetting date; sensitivity of economic value calculations (ΔEVE): this indicator V measures the change in this value under different yield curve distortion scenarios (including those defined by the EBA); changes in net interest income calculations (ΔMNI): to assess the V sensitivity of net interest income. Limits were approved by the Group Strategic ALM Committee for these indicators. They are part of the Groupe BPCE mechanism but also of Natixis’ internal risk appetite framework, with a low level of materiality. The SBSR Department acts as a second line of defense and second-level controller of these indicators and their limits, which are reported in the ALM Committee and in the risk dashboard. SBSR also calculates the sensitivity of income from instruments recognized at fair value in the banking book. In addition to this mechanism, operational interest rate risk monitoring measures by portfolio are calculated daily by the front-office IT systems. Their monitoring and control is carried out by the SBSR Department. In the case of subsidiaries, monitoring compliance with the rate limits is the responsibility of each local Risk division. Quantitative information (Data reported to Statutory Auditors in accordance with IFRS 7) The Natixis contribution to the fixed rate gap of Groupe BPCE presented below consolidates all transactions in the prudential banking book. These transactions are matured in this indicator until their next rate refix date. This indicator is calculated on a quarterly basis. Interest rate gap by maturity as at December 31, 2022 Maturity (in millions of euros) 1 year 3 years 5 years 7 years Interest rate gap (fixed-rate) (343) (411) 51 (23) The table below shows the sensitivity of the economic value (ΔEVE) and the net interest income (ΔNII) of Natixis’ consolidated banking book according to the various regulatory scenarios of interest rate changes at the reporting dates: Sensitivity of economic value and net interest income (IRRBB – Table B) Period (in millions of euros) ∆EVE ∆NII 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Parallel upward shift 0.5 (17) 58 98 Parallel downward shift (11) 0.4 (55) (34) Steepening (88) (101) Flattening 32 65 Rise in short rates 29 55 Fall in short rates (86) (46) Maximum Period 31/12/2022 31/12/2021 Tier-1 capital 13,090 14,635 Stress tests are calculated using the progressive regulatory floor approach as well as the multi-currency aggregation method as per the EBA Guidelines of July 2018. The sensitivity presented below relating to the net interest income is that of the first year.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 146 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Given its nature, overall interest rate risk is a marginal risk for Natixis and calls for no special comments. The banking book is therefore not very sensitive to interest rate movements, with fixed-rate exposure concentrated on very short maturities. lead to a variation of -€88 million in the economic value of the banking book (using the EBA’s currency offsetting rules) based on the upward yield curve scenario of December 31, 2022. The stress scenarios set by the European Banking Authority (200 bps parallel upward or downward shift in yield curves, steepening, flattening, rise or fall in short rates with a progressive floor) would The sensitivity of Natixis’ NIM to interest rate variations under various stress scenarios in 2022 was relatively stable. In the event of a parallel upward shift of +200 bps in the yield curves, the sensitivity was positive and represented less than 1% of CET1. Breakdown of financial liabilities by contractual maturity 3.2.8.5 (Data reported to Statutory Auditors in accordance with IFRS 7) Breakdown of financial liabilities by contractual maturity (in billions of euros) 31/12/2022 Total Demand Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year 1 year to 2 years 2 years to 5 years Over 5 years Undated Due to central banks Other financial liabilities held for trading purposes – excluding trading derivatives 116.6 0.9 62.1 11.1 2.9 5.6 3.1 4.1 4.7 22.1 o/w Repurchase agreements 75.9 0.9 61.8 10.9 1.0 1.0 0.2 0.1 0.1 0.0 Secured debt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Unsecured debt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Financial liabilities at fair value through profit or loss 25.0 0.0 0.8 1.6 2.3 3.2 4.0 8.8 4.3 0.0 o/w Repurchase agreements 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Secured debt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Unsecured debt 24.8 0.0 0.8 1.6 2.3 3.1 4.0 8.7 4.2 0.0 Trading derivatives 68.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 68.1 Hedging derivatives 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 Amounts due to credit institutions 113.7 6.0 6.8 7.1 7.9 14.7 56.7 7.6 2.0 4.8 o/w Repurchase agreements 1.7 0.0 0.5 0.0 0.7 0.3 0.0 0.0 0.2 0.0 Customer deposits 45.8 18.3 6.4 5.5 2.4 2.8 0.8 3.6 5.0 1.0 o/w Repurchase agreements 0.1 0.0 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Debt securities 47.1 0.0 6.2 17.2 13.3 8.1 0.2 0.9 1.3 0.0 o/w Covered bonds 1.3 0.0 0.0 0.0 0.0 0.1 0.3 0.5 0.3 0.0 Revaluation adjustments on portfolios hedged against interest rate risk 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Subordinated debt 3.6 0.0 0.0 0.3 0.0 0.1 0.2 1.5 1.4 0.0 TOTAL 420.2 25.2 82.2 42.9 28.8 34.5 65.1 26.5 18.6 96.3
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 147 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 (in billions of euros) 31/12/2021 Total Demand Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year 1 year to 2 years 2 years to 5 years Over 5 years Undated Due to central banks 0.0 Other financial liabilities held for trading purposes – excluding trading derivatives 126.1 17.0 51.8 17.4 2.9 4.8 1.6 2.5 3.5 24.6 o/w Repurchase agreements 87.6 17.0 51.2 17.4 1.7 0.3 0.0 0.0 0.1 0.0 Secured debt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Unsecured debt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Financial liabilities at fair value through profit or loss 25.3 0.0 1.1 1.8 2.5 3.1 5.0 9.3 2.5 0.0 o/w Repurchase agreements 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Secured debt 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Unsecured debt 24.9 0.0 1.0 1.8 2.5 3.1 4.9 9.3 2.4 0.0 Trading derivatives 51.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 51.9 Hedging derivatives 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 Amounts due to credit institutions 136.3 9.4 20.8 6.2 9.4 13.9 62.9 12.3 1.4 0.0 o/w Repurchase agreements 6.0 0.0 3.1 1.7 1.2 0.0 0.0 0.0 0.0 0.0 Customer deposits 35.4 20.7 5.9 3.6 1.1 0.9 0.1 0.3 1.4 1.3 o/w Repurchase agreements 0.8 0.6 0.0 0.2 0.0 0.0 0.0 0.0 0.0 0.0 Debt securities 38.8 0.0 5.9 12.4 9.7 8.7 0.3 0.8 1.0 0.0 o/w Covered bonds 1.4 0.0 0.0 0.3 0.0 0.0 0.3 0.5 0.3 0.0 Revaluation adjustments on portfolios hedged against interest rate risk 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 Subordinated debt 4.4 0.0 0.0 0.0 0.0 1.1 0.4 1.4 1.4 0.1 TOTAL 418.6 47.0 85.5 41.4 25.5 32.6 70.3 26.6 11.3 78.3Non-compliance risk 3.2.9 For a definition of non-compliance risk, refer to section [3.2.3.7] Risk typology. Organization of the compliance function 3.2.9.1 The Compliance Department is responsible for managing non-compliance risk, performing second-level controls, and contributes to the organisations of the first-level permanent control framework. It also includes supervision of IT risk and business continuity, as well as protection of personal data. Its scope of action encompasses Natixis and its subsidiaries and branches in France and abroad, thanks to its functional structure. 2022 KEY EVENTS Alignment with Groupe BPCE 2022 was marked by the strengthening of Groupe BPCE’s oversight of Natixis, particularly with regard to compliance, permanent control coordination and security. Joint work with the Group Compliance Department (DCG) and Groupe BPCE’s Permanent Control Coordination Department has increased the convergence of non-compliance risk mapping and internal control methodologies, and has enhanced consistency between tools, procedures and operating methods. At the same time, Natixis’ Compliance Department strengthened its supervision of the Corporate & Investment Banking and Asset & Wealth Management business lines, grouped within Groupe BPCE’s Global Financial Services division. In the Asset & Wealth Management scope, this significant strengthening of Natixis’ supervision resulted in the increasing integration of Natixis Investment Managers’ compliance into the work of Natixis’ compliance function and internal mobility.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 148 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Strengthening of compliance framework Several compliance frameworks were also further strengthened in 2022, particularly in terms of financial security (see section [3.2.9.4]), transaction monitoring and reporting, algorithmic trading and market infrastructures, whistleblowing, regulatory monitoring, and monitoring of interactions with regulators. The Compliance Department was also heavily involved in implementing regulations relating to sustainable finance. Responsibilities The Compliance Department advises and assists all Natixis employees on how to prevent non-compliance risks when performing their duties in the various business lines. It positions itself as a key player in the operational implementation of the principles set out in the Natixis Code of Conduct which, with respect to compliance, are included in Natixis’ compliance policies and procedures. The scope of the compliance function covers non-financial risks and, in particular, the legislative and regulatory provisions specific to banking and financial activities, as well as professional standards aimed at preventing any risk of non-compliance. It includes the compliance of the products or services provided, the integrity of the markets, financial security and the prevention of fraud, the supervision of technological risks and the processing of personal data. In this context, the Compliance Department participates in the implementation of standards, policies and procedures and issues opinions, in particular for the management of new activities, new products or new organizations by ensuring their compliance with the applicable texts. The Compliance Department also monitors regulations and carries out training and awareness-raising actions on the numerous regulatory changes, particularly concerning the fight against money laundering and the financing of terrorism, corruption and information security. The Compliance Department coordinates first-level permanent controls of non-compliance risks. In addition, it sets up and implements second-level permanent controls to ensure that procedures are applied within the business lines and that non-compliance risks are managed, as part of a risk-based approach (see 3.2.1 Organization of Natixis internal control framework). To this end, Compliance maps non-compliance risks. Lastly, it ensures that any dysfunctions noted by the business lines concerned are corrected. Governance As defined in the French Ministerial Order of November 3, 2014, the Compliance Department verifies compliance independently of the operational departments (see section [3.2.1]). It reports to the General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs of Natixis, an Executive director and member of the Senior Management Committee, who is responsible for permanent control declared to the ACPR (French Prudential Supervisory Authority). The Compliance Department reports to the members of Natixis’ Senior Management Committee and the Board of Directors (Risk Committee) on the main risks detected, and on the implementation and effectiveness of the measures to address these risks. It participates in the preparation of various reports for the regulators. The compliance function applies the operating and reporting principles of Groupe BPCE. The operating rules of the Compliance Department are set out in a charter approved by Natixis’ Senior Management Committee. This charter constitutes the minimum framework to be applied by the entire sector. Global oversight Natixis organizes its control functions on a global basis in order to ensure that the internal control framework is consistent throughout the Company. This organization aims to ensure compliance with the principle of strict independence between, on the one hand, the operational and functional units responsible for initiating and validating transactions, and, on the other hand, the units that control them. The Natixis Compliance Department provides guidance, leadership and oversight to the compliance managers of the entities as part of its operations. This role is carried out through hierarchical reporting to Natixis, the parent company, and direct links to the branches and subsidiaries. The compliance function is deployed across all Natixis entities, whether or not the activities or entities are regulated, provided that the entities concerned are under sole or joint control. At least one Compliance Officer is appointed for each country in which Natixis operates. Tools The Compliance Department is equipped with a set of tools to cover all the areas within its remit, namely: operational surveillance tools used in conjunction with KYC tools V to detect money laundering and internal fraud and prevent terrorist financing; systems allowing the comparison of data to control client V databases and filter transactions in terms of compliance with international financial sanctions and embargoes; tools to track sensitive transactions, keep insider lists, manage V conflicts of interest and detect instances of market abuse; tools to ensure all permanent second level controls incumbent on V the compliance function; and tools for missions defined by compliance frameworks, namely V whistleblower case management, relations with regulators and incident reporting. Professional ethics 3.2.9.2 Conflicts of interest In the course of its business, Natixis may be confronted with situations where the interests of one of its clients could conflict with those of another client or with those of Natixis or one of its employees. Natixis has policies to prevent, detect and manage conflicts of interest.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 149 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Conflicts of interest are prevented by: using risk maps to identify situations posing a risk of conflict of V interest; setting up and monitoring information barriers; V checking compensation policies; V being compliant with the rules of good conduct applicable to V Natixis employees; and employee training. V Conflict of interest is managed through: compliance with the conflict of interest prevention framework; V cooperation among the business lines, Compliance and V Management in order to identify and manage conflicts of interest; close monitoring by Compliance with the help of a transactional V conflict detection tool; and an escalation process for mediating unresolved conflicts of V interest if needed. Whenever the risk of compromising a client’s interests becomes unavoidable in spite of the internal procedures in place, Natixis informs the client of the nature of the conflict of interest before taking action on the client’s behalf. This allows the client to make an informed decision on whether to proceed with the transaction. Circulation of information Information barriers are put in place and reviewed each time the organizational structure changes in order to prevent the unwarranted circulation of confidential information. These barriers function as partitions between business lines and departments. They limit the circulation of information on a “need-to-know” basis, which means that information is transmitted only in the client’s interest and only to employees who absolutely require the information to carry out their duties. These barriers may be organizational, physical or electronic and may be permanent or temporary. Natixis has set up permanent information barriers between its Asset Management activities and its other divisions. Pursuant to regulations in force, the entry of sensitive transactions into a special tool that allows Compliance to rapidly identify issuers to be placed on the watchlist or on the prohibition list, as well as employees to be placed on the insider list. Market integrity In accordance with the requirements of the EU Regulation on market abuse, Natixis has set up a framework for detecting transactions likely to constitute market abuse. This framework is incorporated within its internal control framework. Alerts are processed and potential cases of market abuse are analyzed by a surveillance tool and dedicated teams. Transactions that could constitute market abuse are reported to the French Financial Markets Authority (AMF) or to local regulators, in accordance with the regulations in force. Code of Conduct Applicable to all Natixis employees, Natixis’ Code of Conduct formalizes the general principles of conduct in force within the institution, and establishes guidelines for all employees regarding expected behavior when carrying out their duties and responsibilities. In order to put the Code of Conduct into practice on a day-to-day basis, Natixis has established a compliance-led conduct framework. This framework includes dedicated global governance, Committees in each of the entities, including abroad, and a specific training program (see [3.2.3.3] Risk Culture). Protection of clients 3.2.9.3 and their interests The protection of clients’ interests is a core concern for Natixis that is reflected in the policies of every entity in France and abroad, as well as being included in its Code of Conduct. In all circumstances, employees are required to serve clients with diligence, loyalty, honesty and professionalism, and to offer financial products and services that are appropriate to clients’ abilities and needs. In this context, and in order to maintain a high level of client protection, Natixis establishes and maintains a body of procedures and carries out controls on this topic. This resulted in the implementation of various systems used to manage KYC and other information, establish governance for products offered to clients and preserve their assets. Concerning the GDPR and the protection of clients’ personal data, see section [3.2.9.6]. Client information There is a client information procedure encompassing all the MiFID 2 obligations with respect to client onboarding, as well as the pre- and post-trade information due to clients based on their status as non-professional clients, professional clients or eligible counterparties as defined by regulations. There is also a specific procedure for cost and expense information, and key information documents for packaged products to be provided to non-professional clients, thus ensuring Natixis’ compliance with PRIIPS obligations. Know Your Client (KYC) Natixis implements policies and procedures so that the procedures for client onboarding are in line with the various regulatory requirements governing the prevention of money laundering and terrorist financing (AML-CTF) and compliance with embargoes and sanctions, the prevention of corruption (Sapin II) and the prevention of tax avoidance (FATCA, AIE, DAC6). The onboarding procedures are also designed to protect clients through compliance with MiFID, EMIR and the Dodd-Frank Act. Protection of client financial instruments and funds When Natixis holds financial instruments or funds belonging to clients, it has a system of accounts and ledgers to preserve the ownership rights of said clients over their financial assets (account segregation). Natixis does not use financial instruments belonging to its clients on its own behalf. Product governance MiFID 2 reinforced the principle of product governance, which aims to define and regularly review a target market for all financial instruments and insurance products sold by Natixis and to ensure that the product was sold to the intended target. This includes ensuring that the distribution strategy is consistent with, and appropriate for, the target market, and that it takes into account preferences in terms of sustainable finance. Product governance applies to all kinds of clients, regardless of their classification, and all products regardless of their level of complexity or trading venue. Adapting product governance, especially the definition and validation of the target market, to operations is handled through dedicated Committees.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 150 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Handling of client complaints This framework ensures that: clients receive transparent information on how their complaints V are being handled; complaints are handled effectively; and V corrective action is enforced to remedy any problems identified. V Financial security 3.2.9.4 The Financial Security Department reports to the Compliance Department and manages the fight against money laundering and terrorist financing (AML/CTF), corruption and fraud prevention framework, and ensures that Natixis and its branches and subsidiaries comply with financial sanctions and embargoes. 2022 KEY EVENTS 2022 was marked by the continuation of work to strengthen financial security frameworks: strengthening of the international sanction V compliance framework, especially the mechanism for screening transactions and client databases, implemented in the context of the Ukraine conflict; review of the AML-CTF risk assessment V methodology and sanctions by business line (Business Line Risk Assessment - BLRA); review of the KYC (Know Your Client) framework V through the deployment of the new Digital Handbook Online (DHO), a tool that centralizes all global, regional and local KYC procedures as well as the review of the client risk scoring methodology (Client Risk Rating - CRR) from an LCB point of view and the country risk scoring methodology (Country Rating Methodology) from an LFT perspective; continuation of the deployment of the KYS (Know V Your Supplier) project relating to the assessment of supplier risk in the last entities, in France and internationally, not yet fully covered by this system; ongoing work on the convergence of the financial V security frameworks of the Asset Management entities and the Natixis M&A stores with the Natixis global system; deployment of a new anti-corruption e-learning V course for all Natixis employees and the completion of face-to-face/remote training for employees exposed to AML-CTF, sanctions and corruption. Anti-money laundering and counter-terrorist financing Natixis supplemented and enhanced its AML-CTF framework in 2022 by integrating the new requirements from laws and reports issued by French, European and international authorities and public bodies. Thus, Natixis’ AML-CTF framework comprises the following elements: a system adapted to Natixis’ structure and activities; V in-depth and up-to-date information about the business V relationship, both before onboarding and throughout the relationship; a risk-based approach allowing clients to be classified according to V the money laundering and terrorist financing risks identified; a screening system for client databases and transactions that V uses automated tools or requests; an oversight system using permanent and periodic controls; V internal transmission of alerts and suspicious activity to the V department authorized to report suspicious activity to the relevant financial intelligence units; a system for archiving and storing data relating to business V relationships and transactions; an employee training and information system. V In addition, the criteria for AML-CTF referral to Natixis’ financial security have been enhanced, as part of the strengthening of the supervision of crypto-assets. Accordingly, before a transaction or financing can be prepared, an opinion on cases that meet one or more criteria on the list of referral criteria must be provided by Natixis’ Financial Security. In terms of automated monitoring of transactions, a tool convergence project led in 2022 to the launch of a new global tool for monitoring AML-CTF transactions. Natixis continued work to strengthen its anti-terrorism financing framework, in particular by rolling out a terrorism financing risk assessment grid during client due diligence before and during relations and by developing an IT solution for analyzing flows on the basis of specific criteria. In addition, the geopolitical watch report is distributed internally, thereby keeping people informed of the latest developments in this area and providing them with guidelines on implementing appropriate vigilance measures and dedicated controls. Lastly, in 2022, work was completed on Natixis’ AML-CTF trade finance mechanism in response to ACPR recommendations. Compliance with financial sanctions and embargoes Natixis has a framework of internal policies and procedures, screening tools, training and permanent supervision controls ensuring compliance with the financial sanction and embargo regulations to which it is subject. The framework draws on measures for verifying client databases and screening transactions with a view to identifying, on an ongoing basis, any person or entity subject to financial sanctions, specifically account freezes or restricted access to bank financing. This makes it possible to freeze the accounts or transactions of Natixis clients as quickly as possible. It is also able to prevent any transactions linked to sectors, goods or technologies that are subject to restrictions or bans pursuant to embargo measures. Jurisdictions subject to embargo undergo constant supervision and heightened diligence as part of a prudent and restrictive approach. Specific assistance and advice is provided to Natixis business lines and entities by experts dedicated to financial sanctions.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 151 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In 2022, this framework made it possible to roll out the monitoring and implementation of the new measures taken against Russia and Belarus in response to the conflict in Ukraine, thanks to the action plan put in place. The Russia policy has been revised to incorporate the new rules concerning this country following the numerous updates of the European and American sanctions programs and Natixis’ cautious approach. The tools have been updated to strengthen the monitoring and escalation of Russian cases. Alert peaks and reviews of client files were handled in coordination with the business lines concerned. Specific and additional monitoring and control measures were implemented to ensure the resilience of the compliance framework during the crisis period. In addition, Natixis also strengthened this framework, notably with the implementation of new changes to its screening tools and lists, which have improved the alignment of the settings of these tools and the quality of the databases processed. Prevention of corruption In accordance with the requirements introduced by Article 17 of the law of December 9, 2016 on transparency, the fight against corruption and the modernization of the economy (known as the Sapin II law), and based on the recommendations and guides of the French Anti-Corruption Agency (AFA), Natixis has strengthened certain rules and procedures in its compliance framework to bring them up to the highest international standards in terms of preventing corruption. Natixis’ Chief Executive Officer is responsible for the corruption prevention program. The anti-corruption framework as a whole is managed and coordinated by a dedicated team within the Financial Security Department. It relies on a network of anti-corruption officers within all of Natixis’ business lines, subsidiaries and branches, in France and abroad. Governance is ensured through dedicated Committees. The anti-corruption framework includes: a regularly updated corruption risk map; V standards and procedures. This includes a policy dedicated to the V prevention and detection of corruption, communicated to all employees, as well as internal regulations incorporating the rules in this area and illustrations of the behaviors to be prohibited, resulting from the mapping exercise of corruption risk. The various high-risk situations are also managed through dedicated procedures, such as the procedures for preventing and managing conflict-of-interest situations, conducting anti-corruption due diligence when initiating business relationships with third parties (including clients, intermediaries and suppliers) and prior to forming partnerships or carrying out merger and acquisition transactions, and supervising recruitment. High-risk practices, including giving/accepting gifts or invitations, sponsorship initiatives, sponsoring, donations and third-party compensation, are also governed by specific procedures; a control framework. The corruption aspects are fully incorporated V within the existing permanent control framework, particularly through specific controls covering high-risk situations and practices and they are included in accounting procedures and controls; a whistleblowing system. The corruption prevention program is V based on Natixis’ whistleblowing system. Natixis employees can use the whistleblowing system to report any facts or events they encounter that may indicate corruption or influence peddling; a training system. To ensure that these rules and procedures are V disseminated and adopted, compulsory e-learning training has been rolled out for all employees and specific training sessions have been held for the members of Natixis’ Senior Management Committee and employees who are most likely to be exposed to corruption risk. In addition to the French regulations that apply to all Natixis entities, Natixis ensures strict compliance with the local regulations applicable to its foreign operations, such as the UK Bribery Act and the US Foreign Corrupt Practices Act. The main rules and procedures of the corruption prevention program are reflected in the Natixis anti-corruption policy, available on the website https://natixis.groupebpce.com/articles/fight-against-corruption/. The fight against fraud Natixis has a system for combating increasingly sophisticated fraud based on four fundamental pillars: prevention, detection, investigation and corrective action. This global system is managed and coordinated by a dedicated central compliance unit which coordinates a network of anti-fraud correspondents in Natixis’ subsidiaries and branches. A Fraud Oversight Committee was also set up in 2022. It is chaired by the General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs of Natixis and is responsible for reporting changes in the anti-fraud framework and the fraud risk management framework and to recommend and then monitor the implementation of plans to strengthen anti-fraud controls, both internal and external. IT risk 3.2.9.5 In application of the directives of the European Banking Authority and the order of February 25, 2021 on IT risk, Natixis has strengthened its IT risk management framework. In particular, Natixis has set up two lines of defense, the proper coordination of which is guaranteed by the holding of a regular, global operational Committee Meeting to manage technological risks. The IT teams and correspondents within the business lines constitute the first level. The Global Technology Risks Management (G-TRM) department, which reports to Natixis’ Compliance Department and is part of Groupe BPCE’s security division, provides the second line of defense for Natixis, its branches and subsidiaries in France and abroad. Information Systems Security The G-TRM Department assesses the risks related to the information system. It employs a method which identifies, in terms of operational risk, the risk situations of concern to the business lines and their potentially vulnerable IT assets. Risk assessments may be conducted during the annual review or may be completed as part of work done to support another project. The business line projects monitored by G-TRM generally give rise to the expression of specific requirements in order to better manage risks. In light of these risks, the G-TRM Department implements an annual second-level permanent control plan covering all areas of IT system security. Particular attention is paid to checks on access rights and intrusion tests on information assets exposed on the Internet. The risk-based approach also helped to establish the Group’s 2021-2024 strategic plan. This program aims to bring the level of maturity of the current system to that of the best market standards, to broaden our risk-based approach, to significantly strengthen the industrialization of the cybersecurity model, and to improve Natixis’ ability to cope with a major cyber disaster and continue to protect our data.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 152 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis applies the IT risk management policies and methods defined by the Groupe BPCE Security division and consolidates the management of IT risks in the Groupe BPCE tool. The Head of G-TRM is a permanent member of Groupe BPCE’s IT Security Executive Committee. Business continuity Natixis’ business continuity framework combines incident management based on their consequences (unavailability of the IT system, sites, or critical skills or suppliers) with emergency measures specific to local scenarios (Seine flood, cyberattack, etc.). Natixis now has a large inventory of laptops that enables it to respond appropriately in the event of a slow-moving crisis (Seine flood, strikes, etc.). This enabled it to effectively manage the COVID-19 crisis by relying heavily and securely on remote working. Natixis regularly tests this entire framework using first- and second-level controls, crisis management exercises and backup solution tests. In this context, Natixis carries out a multi-year test plan of its resilience capacities in the event of cyber-attacks. Natixis applies Groupe BPCE’s business continuity methods and standards and is integrated into the business continuity function managed by Groupe BPCE’s Business Continuity. Control of IT processes Natixis has extended its technological risk management framework to include risks related to IT processes (IT governance and strategy, IT production, IT system development management). The G-TRM Department has modified its risk mapping accordingly and has drawn up operational policies aimed at controlling all these risks. These policies are now the responsibility of BPCE through the Group Security Department. Their deployment, having taken place in 2021 for all entities backed by the Natixis cross-functional information system, the first second-level control plan made it possible to verify their proper application. Personal data protection 3.2.9.6 Reporting to the Compliance Director, the Natixis Data Protection Officer (DPO) leads a community of “Data Privacy Liaisons” (DPLs) spread across the Group. all Natixis entities and business lines. This unit aims to ensure that Natixis complies with all regulations relating to the protection of personal data in the countries in which it operates and, more specifically, to ensure compliance with the European Regulation on the protection of personal data (GDPR). The Natixis “Data Privacy” Committee was integrated into the related system at Groupe BPCE in fiscal year 2022, which monitors the activity of the sector and manages the residual compliance actions. Natixis has a personal data register and procedures for key processes, such as handling data leaks, processing requests by individuals to exercise their rights, dealing with referrals to the authorities, updating and annually reviewing the register, carrying out the first and second-level control plan, managing training needs, conducting the regulatory watch and ensuring Privacy by Design/Default in projects. Legal risks 3.2.10 Like many banking groups, Natixis and its consolidated subsidiaries are subject to legal and tax proceedings and may be investigated by regulatory authorities. As assessed as of December 31, 2022, the financial consequences of these proceedings deemed likely to have, or which have in the recent past had, a material impact on the financial position of Natixis and/or Natixis and its consolidated subsidiaries as a whole, or on their profitability or their business, have been included in Natixis’ consolidated financial statements. The most significant legal and arbitration proceedings are described below. Their inclusion in the list does not indicate that they will necessarily have an impact on Natixis and/or its consolidated subsidiaries. The other proceedings, including those related to tax, are deemed unlikely to have a material impact on Natixis’ financial position or profitability and/or that of Natixis and its consolidated subsidiaries as a whole, or have not reached a stage where it can be determined whether they will have such an impact. Legal and arbitration 3.2.10.1 proceedings Madoff fraud The outstanding Madoff amount is estimated at €339.7 million in exchange value at December 31, 2022, fully provisioned at that date, compared to €346.8 million at June 30, 2022. The effective impact of this exposure will depend on both the extent of recovery of down invested for Natixis and the outcome of the measures taken by the bank, notably in terms of legal proceedings. Furthermore, in 2011 a dispute emerged over the application of the insurance policy for professional liability in this case, which had been taken out with successive insurers for a total amount of €123 million. In November 2016, the Paris Court of Appeal vindicated the Commercial Court’s prior ruling that primary insurers were liable to cover the losses incurred by Natixis due to the Madoff fraud, up to the amount for which the bank was insured. On September 19, 2018, the Court of Cassation subsequently annulled the judgment under appeal and referred the case back to the Paris Court of Appeal with a differently constituted bench. On September 24, 2019, the Court ruled against Natixis, overturning the ruling by the Commercial Court of Paris. Natixis filed an appeal with the Court of Cassation in December 2019. The Court of Cassation dismissed the appeal on November 4, 2021, so that the judgment of the Paris Court of Appeals of September 24, 2019, unfavorable to Natixis, became final and irrevocable. Irving H. Picard, the court-appointed trustee for Bernard L. Madoff Investment Securities LLC (BMIS), submitted a restitution claim concerning the liquidation of amounts received prior to the discovery of the fraud through a complaint filed with the United States Bankruptcy Court for the Southern District of New York against several banking institutions, including a US$400 million claim against Natixis. Natixis denies the allegations made against it and has taken the necessary steps to defend its position and protect its rights. Natixis has launched appeals, including a motion to dismiss the case on a preliminary basis, or prior to any ruling on the merits, and a motion to withdraw the reference to transfer certain matters to the United States District Court. These proceedings have been subject to numerous rulings and appeals and are still ongoing. A November 2016 ruling by the bankruptcy court dismissed a number of restitution claims initiated by the trustee on the grounds of extraterritoriality. In September 2017, the Second Circuit Court granted the BMIS liquidator and the defendants the right to appeal the bankruptcy court’s ruling on the grounds of extraterritoriality directly through the Second Circuit, thereby avoiding the need to file an intermediary appeal with the district court. In February 2019, the Court of Appeals for the Second Circuit overturned the bankruptcy
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 153 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 court’s extraterritoriality ruling. In August 2019, Natixis joined the group of defendants that filed a request for permission to appeal the Second Circuit Court’s ruling before the Supreme Court. In June 2020, the Supreme Court refused to hear the case. On August 30, 2021, the court of the Second Circuit clarified the concept of “good faith” by deciding (i) that it is determined according to the standard of “inquiry notice” which is less favorable to the defendants, and (ii) that the burden of proof lies not with the liquidator of BMIS but with the defendants. These preliminary points having now been decided, the proceedings are continuing on the merits. The BMIS liquidator has initiated proceedings to split into two separate actions the claim for restitution brought initially against Natixis, one against Natixis S.A. (initial action amended to include only the buybacks of Fairfield Sentry shares) and the other. against Natixis Financial Products LLC (new action to be brought relating to the buyback of Groupement Financier shares). These initiatives are ongoing. Furthermore, the liquidators of Fairfield Sentry Limited and Fairfield Sigma Limited have initiated a large number of proceedings against investors having previously received payments from these funds for redemptions of shares (over 200 proceedings have been filed in New York). Some Natixis entities have been named as defendants in some of these proceedings. Natixis deems these proceedings to be entirely unfounded and is vigorously defending its position. These proceedings have been suspended for several years, and in October 2016 the bankruptcy court authorized the liquidators to modify their initial claim. The defendants filed joint responses in May and June 2017. In August 2018, the bankruptcy court ruled on a motion to dismiss filed by the defendants (requesting that the case be dismissed on a preliminary basis and prior to any ruling on the merits). The judge only gave a ruling on one of the merits (that of personal jurisdiction), having found that the latter was missing from the claim made against the defendants. In December 2018, the judge ruled on the motion to dismiss, rejecting the liquidators’ common law claims (unjust enrichment, money had and received, mistaken payment and constructive trust) as well as contractual claims. However, it overturned the motion to dismiss in respect of claims founded on British Virgin Islands’ law, while reserving the right to file a plea for the application of Section 546(e) safe harbor provision. In May 2019, the liquidators appealed the bankruptcy court’s ruling before the District Court. The defendants, including Natixis, submitted on March 9, 2020 a motion to dismiss this appeal and renewed this initial motion on March 16, 2020. The bankruptcy court asked the defendants to limit the motion to dismiss to arguments that can lead to the dismissal of all the actions of the liquidators (as per Section 546(e) of the safe harbor provision or impropriety of the initial petition). In December 2020, the bankruptcy court dismissed the action brought under the law of the British Virgin Islands, considering that the defendants, including Natixis, are covered by Section 546(e) safe harbor. In August 2022, the District Court upheld the bankruptcy court’s decision dismissing the actions of the liquidators against all defendants, including Natixis. The liquidators appealed this decision to the Second Circuit. The case is ongoing. Criminal complaint coordinated by ADAM In March 2009, the Paris public prosecutor’s office (Parquet de Paris) launched a preliminary investigation into a complaint filed by Natixis minority shareholders and coordinated by the Association de Défense des Actionnaires Minoritaires (ADAM – Association for the Defense of Minority shareholders). As the plaintiffs have initiated civil proceedings, a judicial investigation opened in 2010. On February 14, 2017, Natixis came under investigation for false and misleading information on account of two messages sent in the second half of 2007, at the beginning of the subprime crisis. After judicial investigation, a committal for trial was ordered on June 28, 2019. The committal concerns only one of the messages, disseminated on November 25, 2007, explaining the risks to which Natixis was exposed at the time as a result of the subprime crisis. The second message was dismissed. The Paris Criminal Court, in a judgment handed down on June 24, 2021, condemned Natixis, deeming insufficient the information provided by said press release of November 25, 2007, and more specifically the risks to which the bank was exposed at the time due to the subprime crisis. It imposed a fine of €7.5 million. The civil parties were awarded total compensation of around €2 million. Natixis, which considers that it has not committed any offense, appealed against this judgment, as the Paris Criminal Court did not take into account the arguments presented at the hearing. Securitization in the United States Since 2012, five separate legal proceedings regarding residential mortgage-backed security (RMBS) transactions executed between 2001 and mid-2007 have been initiated against Natixis Real Estate Holdings LLC before the New York Supreme Court. Two of these five proceedings relate to accusations of fraud. One was dismissed in 2015 as time-barred. Some of the claims relating to the second case were also dismissed as time-barred and, in 2018, Natixis settled the outstanding claims before the court issued a final ruling on the merits of the case. Three of these five proceedings have been brought against Natixis, purportedly on behalf of certificate holders, alleging that Natixis failed to repurchase defective mortgages from certain securitization transactions. Two of them were dismissed as time-barred, and the plaintiffs’ appeals were also dismissed. As for the only action currently in progress, which involves a claim of approximately US$820 million, Natixis believes that the claims against it are unfounded for a number of reasons. In particular because the actions against it are time-barred and because the plaintiffs do not have standing to act. EDA – Selcodis Through two complaints filed on November 20, 2013, Selcodis, on the one hand, and EDA, on the other, brought joint claims before the Commercial Court of Paris against Natixis and two other banking institutions for unlawful agreement, alleging that such actions led to the refusal to grant a guarantee to EDA and to the termination of various loans. Under this lawsuit, Selcodis is claiming compensation for the losses purportedly suffered as a result of the court-ordered liquidation of its subsidiary EDA, and is requesting that the defendants be ordered to pay damages and interest, which it assesses to be €32 million. For its part, EDA is requesting that the defendants be ordered to bear the asset shortfall in its entirety, with its amount being calculated by the court-appointed receiver. Natixis considers all of these claims to be unfounded. On December 6, 2018, after consolidating these claims, the Commercial Court of Paris found them to have expired and deemed them closed. The plaintiffs filed an appeal against this ruling in January 2019.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 154 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The judgment was delivered on June 22, 2020. The Court of Appeal dismissed the claim that the proceedings were time-barred. It was decided not to appeal to the Court of Cassation. The resumption of proceedings took place in March 2021 to resume the action on the merits. The case is ongoing. Formula funds Following an inspection by the AMF in February 2015 with regard to Natixis Asset Management’s (now Natixis IM International) compliance with its professional obligations, particularly the management of its formula funds, the AMF’s Enforcement Committee delivered its decision on July 25, 2017, issuing a warning and a fine of €35 million. The Enforcement Committee found a number of failings concerning the redemption fees charged to funds and structuring margins. Natixis IM International filed an appeal against this ruling with the French Council of State. In its decision of November 6, 2019, the French Council of State overturned the Enforcement Committee’s decision, reducing the fine to €20 million. It let the warning stand. In addition, UFC-QUE CHOISIR, in its capacity as a consumer rights non-profit, brought claims before the Paris District Court on March 5, 2018 against the Asset Management company to obtain compensation for the financial losses suffered by the holders of the formula funds in question. The case is ongoing. SFF/Contango Trading S.A. In December 2015, the South African Strategic Fuel Fund (SFF) entered into agreements to sell certain oil reserves to several international oil traders. Contango Trading S.A. (a Natixis subsidiary) provided financing for the deal. In March 2018, SFF filed a lawsuit before the South African Supreme Court (Western Cape division, Cape Town), primarily against Natixis and Contango Trading S.A., with a view to having the agreements invalidated, declared null and void, and to obtain fair and equitable compensation. A judgment was delivered on November 20, 2020 declaring the nullity of the transactions and granting Contango Trading S.A. restitution and reparations in the amount of US$208,702,648. On December 22, 2020, the judge authorized SFF and Vitol to appeal this judgment and at the same time SFF paid Contango Trading S.A. the sum of US$123,865,600 in execution of the uncontested part of the judgment. This judgment was partially appealed. On March 11, 2021, Contango Trading S.A. decided to file a tort action in order to preserve its rights and avoid the statute of limitations on the tort claim. On April 13, 2022, the Court of Appeal rejected SFF’s claims and upheld the judgment rendered at first instance. On May 9, 2022, SFF requested leave to appeal to the Constitutional Court. By judgment of January 17, 2023, the Constitutional Court rejected SFF’s claim for authorization. Lucchini Spa In March 2018, Natixis S.A. was summoned, jointly and severally with other banks, by Lucchini Spa (under extraordinary administration) to appear before the Court of Milan, with Lucchini Spa’s receiver alleging improprieties in the implementation of the loan restructuring agreement granted to Lucchini Spa. In its decision on July 21, 2020, the Court of Milan dismissed all Lucchini Spa’s claims and sentenced it to pay cost of proceedings for a total amount of €1.2 million, of which €174,000 for each bank or group of banks. Lucchini Spa appealed against the judgment. According to the decision of December 28, 2022, the Milan Court of Appeal rejected Lucchini Spa’s claim and ordered a set off on the costs of the proceedings between the parties. An appeal is still possible. Competition Authority / Natixis On October 9, 2015, a company operating in the meal voucher industry lodged a complaint with the Competition Authority (Autorité de la Concurrence) to contest industry practices with respect to the issue and acceptance of meal vouchers. In its decision of December 17, 2019, the Competition Authority ruled that Natixis Intertitres had participated in a practice covering the exchange of information and a practice designed to keep new entrants out of the meal voucher market. Natixis Intertitres was fined in its own right, along with two other fines totaling €78,962,000, jointly and severally with Natixis. Natixis has appealed this decision and believes it has serious arguments in its defense with which to challenge it. Bucephalus Capital Limited/Darius Capital Conseil On June 7, 2019, Bucephalus Capital Limited (a company governed by English law) brought an action against Darius Capital Partners (a company governed by French law and renamed Darius Capital Conseil, a 70% held subsidiary of Natixis Investment Manager), jointly and severally with others, before the Paris Commercial Court, to contest the breach of various contractual obligations, particularly with respect to a framework agreement dated September 5, 2013 setting out their contractual relations and various subsequent agreements. Bucephalus Capital Limited claims a total of €178,487,500. During proceedings, Bucephalus Capital Limited increased the amount of its claims and now seeks payment of €418,492,588 or, in the alternative, €320,645,136, in addition to €100,000 under Article 700 of the French Code of Civil Procedure. Darius Capital Conseil consider these claims to be unfounded. The case is ongoing. European Government Bonds Antitrust Litigation At the end of December 2019, Natixis was added as a defendant in a class action brought to the US District Court, SD New York, on allegations of violations in the market for European Government Bonds (EGBs) between January 1, 2007 and December 31, 2012. The class action was initially brought against several identified banks and banks of unknown identity (“John Doe”) in March 2019. Natixis, like the other defendants in this case, requested the dismissal of the action on a preliminary basis and before any decision on the merits on multiple grounds, a request which was denied at this stage. Natixis intends to continue to defend itself vigorously, both on the merits and procedurally, against these allegations that it considers unfounded.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk Management 155 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 European Government Bonds – Cartel Decision On May 20, 2021, the European Commission issued an infringement decision against Natixis and found that it had breached EU competition rules by participating in a cartel on the primary and secondary European Government Bonds market in 2008-2009. As Natixis left the cartel more than five years before the Commission began its investigation, it benefited from the limitation period. No fines were thus imposed on Natixis. On July 30, 2021, Natixis filed a request with the General Court of the European Union to set aside the Commission’s decision. The appeal is based, in particular, on the argument that the Commission is only entitled to issue a decision on infringement if it can demonstrate a “legitimate interest” in doing so, and on the argument of infringement of Natixis’ rights of defense. H2O carriers collective “Collectif porteurs H2O” At the end of October 2021, a non-profit organization called “Collectif porteurs H2O” and 85 natural persons and legal entities claiming to have invested in seven UCITS managed by the UK H2O AM LLP entity and the French H2O AM Europe entity, between 2015 and 2021 (hereinafter the “Funds”), brought proceedings against the Luxembourg entity Natixis Investment Managers S.A. before the President of the Paris Commercial Court, alongside the main players in the funds (managers, statutory auditor, custodian), as part of a summary action. This was not an action for damages, but a procedure aimed at obtaining the appointment of an expert and the production of evidence relating to the management of the Funds. By decision of June 8, 2022, the President of the Paris Commercial Court exonerated Natixis Investment Managers S.A. (Luxembourg) and thus rejected all of the claims filed against it. This case has not been appealed. ACPR/Natixis Interépargne Natixis Interépargne was subject to a reprimand and a financial penalty of €3 million in a decision of the Sanctions Commission of the French Prudential Supervisory Authority (ACPR) on May 30, 2022, on the application of the law of June 13, 2014 on dormant bank accounts and dormant life insurance policies, which came into force on January 1, 2016 (known as the “Eckert Law”). The file is closed. Tax proceedings 3.2.10.2 Natixis is subject to verifications of its accounts relating to prior years. The points proposed for reassessment for which Natixis does not agree are disputed with reasons. Situation of dependency 3.2.10.3 Natixis is not dependent on any patent or license, or on any industrial, commercial or financial supply contract. Other risks 3.2.11 Strategic risk 3.2.11.1 Strategic risks are defined as: the risk inherent to the strategy chosen; or V resulting from Natixis’ inability to implement its strategy. V Strategy risks are monitored by the Board of Directors, supported by its Strategic Committee, which examines the strategies guiding Natixis’ activities at least once a year. The Board of Directors also approves strategic investment projects and any transactions, particularly acquisitions and disposals, that are likely to significantly affect Natixis’ results, the structure of its balance sheet or its risk profile. Senior Management is in charge of defining and steering Natixis’ strategy, with assistance from the Senior Management Committee. The membership of these various bodies is presented in Chapter [2] of this document. The Internal Rules of the Board of Directors, including the procedure for calling meetings, can be found in Chapter [2] paragraph [2.2.1.2]. Climate risks 3.2.11.2 Pursuant to Article 173 of the energy transition act, as of the 2016 fiscal year Natixis is required to report on the risks linked to climate change and on its low-carbon strategy. The identification and management of risks linked to social and climate change are detailed in Chapter [7] of this universal registration document. Environmental and social risks 3.2.11.3 The identification and management of environmental and social risks are detailed in Chapter [7] of this universal registration document.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 156 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Basel 3 Pillar III disclosures 3.3 Regulatory framework for the Pillar III report The report on Pillar III is prepared in accordance with the European Regulation (CRR II) No. 2019/876, in particular according to Articles 431 to 455 of the regulation, which detail the information to be published by institutions under Pillar III. The CRR II-CRD V legislative package was adopted on May 20, 2019 by the European Parliament and entered into force on June 28, 2021. The information to be provided under Pillar III has also been prepared in accordance with Implementing Regulation (EU) No. 2021/637 of the European Commission of March 15, 2021. Policy, validation and approval Throughout the fiscal year ended December 31, 2022, and to date, Natixis has implemented a framework for controls and disclosure procedures to ensure the completeness and accuracy of the information provided in Natixis’ Pillar III. Capital management and capital adequacy 3.3.1 Regulation (EU) No. 2019/876 of the European Parliament and of the Council (Capital Requirements Regulation II known as “CRR II”) requires reporting institutions to publish quantitative and qualitative information about their activities. Natixis’ risk management framework and level of risk exposure are described in this chapter, in Section [3.2] “Risk management” of this universal registration document. Regulatory framework 3.3.1.1 Since January 1, 2014, the Capital Requirements Directive (CRD) IV and the Capital Requirements Regulation (CRR) have applied Basel 3 regulations in Europe. As under Basel 2, the Basel 3 regulatory provisions are divided into three pillars: Pillar I: a set of rules defining the measurement of risks and capital V based on various possible methodologies and minimum observable requirements; Pillar II: framework governing the role of the supervisory V authorities. For each supervised institution, the competent authorities may define additional capital requirements according to the risk exposure, and internal governance and steering frameworks; Pillar III: requires institutions to disclose a large number of items V highlighting the level of risks incurred, capital adequacy and the adequacy of their management. The CRR/CRD IV package aims to strengthen the financial soundness of banking institutions, notably by proposing: a stricter definition of the capital items eligible to meet regulatory V capital requirements; reinforced regulatory capital requirements, in particular for V counterparty risk on derivatives; higher ratios to observe, specifically regarding CET1 capital and V capital buffers: a capital conservation buffer, which represents 2.5% of total V weighted risk exposures, a countercyclical capital buffer, i.e. the average of the V countercyclical capital buffer of each country in which Natixis holds risk exposures, weighted by the amount of said exposures. The rate applied in France has been zero since the second quarter of 2020, Since the second half of 2022 and especially in 2023, the national macroprudential authorities in many countries have increased their countercyclical buffer rate. In France, the High Council for Financial Stability (HCSF) decided to raise the rate to 0.5% as from 7 April 2023 and then to 1% as from 2 January 2024. buffer for systemically important institutions: additional V requirement for large institutions (G-SIBs/O-SIB), it aims to reduce their risk of bankruptcy. Natixis is not subject to this buffer, systemic risk buffer: its objective is to limit long-term V non-cyclical systemic or macroprudential risks. It can be applied to all of the institution’s exposures or to sectoral exposures. It is currently at 0%; in addition, other mechanisms have been introduced, including V mechanisms to limit dividend payouts, interest on Additional Tier One (AT1) subordinated debt and variable compensation (Maximum Distributable Amount, or MDA). Since November 2014, the supervision of major European banks has been exercised directly by the ECB. Based on the SREP process (or Supervisory Review and Evaluation Process) of Pillar II, the ECB sets for each institution the level of ratio to comply with in addition to the minimum requirements of the prudential regulations (applicable to all institutions supervised in a uniform manner): each subject institution is thus assigned an additional solvency requirement to be complied with (referred to as “P2R” or Pillar 2 Requirement) as well as a recommended additional requirement (“P2G” or Pillar 2 Guidance). As of March 1, 2022, under the SREP process, Natixis must comply with a CET1 capital ratio of 8.50%, of which 2.5% under the capital conservation buffer of 1.41% under Pillar II (excluding P2G) and 0.04% for the countercyclical capital buffer; the latter, recalculated quarterly, is increased to 0.09% as of December 31, 2022.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 157 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Prudential consolidation scope 3.3.1.2 In accordance with Article 18 of the CRR, the prudential consolidation scope is established based on the following principles: Fully consolidated entities or entities accounted for using the equity method in the statutory scope (see universal registration document 2022 – Note [16] in Chapter [5] “Consolidated financial statements and notes”) are included in the scope of consolidation. The Versailles conduit is accounted for as an associate in the prudential scope. As part of the work on step-in risk, Natixis has not identified any structured entities or additional entities to be included in the prudential consolidation scope at December 31, 2022. In agreement with the supervisor, Natixis uses the exemptions mentioned in Articles 7 and 8 of the CRR for its subsidiaries with credit institution status, located in France and for the parent company (Natixis S.A.). This exemption makes it possible to exempt the entities concerned from compliance with the prudential CRR requirements on an individual basis. Restrictions on transfers or redemptions within the Group are presented in Note [3.3.2] to Chapter [5] “Consolidated financial statements”. Differences between accounting and regulatory scopes of consolidation and the mapping of financial statement categories with regulatory risk categories (EU LI 1) Assets (in millions of euros) Carrying amounts as reported in published financial statements Carrying amounts under scope of regulatory consolidation Carrying amount of items: Subject to the credit risk framework Subject to the CCR framework Subject to the securitization framework Subject to the market risk framework Not subject to regulatory capital requirements or subject to deduction from capital Cash, central banks 44,661,312 44,661,312 44,661,312 0 - - - Financial assets at fair value through profit or loss 212,586,435 212,509,779 22,859,616 143,516,558 5,357,491 186,022,486 - Hedging derivatives 716,400 716,400 0 716,400 - 0 - Financial assets at fair value through other comprehensive income 9,553,284 9,553,284 9,553,272 0 - 12 - Debt instruments at amortized cost 1,434,140 1,475,007 1,475,007 0 144,994 - - Loans and receivables due from banks and similar items at amortized cost 74,676,292 74,645,479 73,112,704 1,532,775 - - - Customer loans and receivables at amortized cost 72,676,258 68,758,597 67,070,504 1,688,093 1,592,147 - Revaluation adjustments on portfolios hedged against interest rate risk 0 0 0 0 - - - Insurance business investments 0 0 0 0 - - - Current tax assets 345,045 345,045 345,045 0 - - - Deferred tax assets 1,337,771 1,337,771 533,431 0 - - 804,340 Accruals and miscellaneous assets 5,241,319 5,261,792 5,261,792 0 - - - Non-current assets held for sale 77,010 0 0 0 - - - Deferred profit-sharing 0 0 0 - - Investments in associates 524,729 524,729 524,729 0 - - - Investment property 108 108 108 0 - - - Property, plant and equipment 1,046,991 1,058,884 1,058,884 0 - - - Intangible assets 447,433 448,276 64,862 0 - - 383,414 Goodwill 3,496,299 3,544,207 0 0 - - 3,544,206 TOTAL ASSETS 428,820,825 424,840,670 226,521,267 147,453,825 7,094,632 186,022,498 4,731,960 Note: Carrying amounts under scope of regulatory consolidation do not equal the sum of risk type breakdown. An exposure can be subject to several risk types. It should be noted that the entities of the Insurance division were transferred to BPCE during the first quarter 2022 (see Note 1.2.1 and Note 2.6 in Chapter [5.1] “Consolidated financial statements and notes”).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 158 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Liabilities (in millions of euros) Carrying amounts as reported in published financial statements Carrying amounts under scope of regulatory consolidation Carrying amount of items: Subject to the credit risk framework Subject to the CCR framework Subject to the securitization framework Subject to the market risk framework Not subject to regulatory capital requirements or subject to deduction from capital Central banks 0 0 0 - - - Financial liabilities at fair value through profit or loss 205,394,300 205,396,117 941,103 143,954,884 948,847 161,666,992 38,897,360 Hedging derivatives 332,666 332,666 0 0 - 251 332,666 Deposits and loans due to banks and similar items 108,248,870 108,248,870 0 1,724,949 - - 106,523,921 Deposits and loans due to customers 36,664,443 36,664,443 0 129,787 - 43,780 36,534,656 Debt securities 45,992,296 42,025,771 0 0 - - 42,025,771 Revaluation adjustments on portfolios hedged against interest rate risk 10,139 10,139 0 0 - - 10,139 Current tax liabilities 978,764 978,764 0 0 - - 978,764 Deferred tax liabilities 446,513 453,581 0 0 - - 453,582 Accruals and miscellaneous liabilities 6,775,552 6,794,677 34,268 0 - - 6,760,409 Liabilities on assets held for sale 41,339 2 2 0 - - - Liabilities related to insurance policies 0 0 0 0 - - - Provisions 1,333,257 1,332,644 732,444 0 - - 600,201 Subordinated debt 3,022,750 3,022,750 0 0 - - 3,022,750 Shareholders’ equity (Group share) 19,534,370 19,534,371 0 0 - - 19,534,371 Share capital & related reserves 10,954,892 10,954,892 0 0 - - 10,954,892 Consolidated reserves 5,494,266 5,494,267 0 0 - - 5,494,267 Gains and losses recorded directly in equity 955,389 955,389 0 0 - - 955,389 Non-recyclable gains and losses recorded directly in equity 330,278 330,278 0 0 - - 330,278 Net income/(loss) 1,799,545 1,799,545 0 0 - - 1,799,545 Non-controlling interests 45,479 45,788 0 0 - - 45,788 TOTAL LIABILITIES 428,820,825 424,840,670 1,707,817 145,809,620 948,847 161,711,023 255,720,376 Note: Carrying amounts under scope of regulatory consolidation do not equal the sum of risk type breakdown. An exposure can be subject to several risk types. It should be noted that the entities of the Insurance division were transferred to BPCE during the first quarter 2022 (see Note 1.2.1 and Note 2.6 in Chapter [5.1] “Consolidated financial statements and notes”).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 159 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Differences between consolidation scopes (entity by entity) (EU LI3) The table below lists the subsidiaries for which the method of regulatory consolidation is different from the method of accounting consolidation. Name of entity Method of accounting consolidation Prudential consolidation method Description of the entity Full consolidation Proportionate consolidation Equity method Neither consolidated nor deducted Deducted VERSAILLES Full consolidation X Securitization vehicle Composition of capital 3.3.1.3 In accordance with the provisions introduced by the CRR and with the national provisions defined by the ACPR, regulatory capital (calculated on the basis of book shareholders’ equity), comprises three categories, as described below. Each category comprises liability items extracted from the consolidated financial statements and restated by automatically applying deductions, either directly or subject to thresholds. In addition, until December 31, 2021, prudential capital was subject to the so-called phasing and grandfathering arrangements accompanying the implementation of the CRR. With the entry into force of the CRR2 Regulation, from June 30, 2021, new eligibility criteria related to the powers of impairment of the Single Resolution Board and the absence of netting agreements were introduced for recognition of subordinated instruments in regulatory capital. These provisions have led to the introduction of new grandfathering rules, for instruments issued before June 27, 2019 that do not meet these additional conditions, until June 28, 2025. Common Equity Tier One (CET1) The Common Equity Tier 1 (CET1) is calculated using shareholders’ equity (excluding reclassified hybrid securities), with the following restatements: estimated dividend; V goodwill and intangible assets; V recyclable unrealized gains and losses on hedging derivatives; V own credit risk on debts issued and financial instruments (Debit V Value Adjustment); prudent valuation adjustments; V expected loss on equity positions and shortfall of provisions on V expected losses on credit positions; revaluation adjustments on defined-benefit plan assets; V non-bank non-controlling interests; V bank non-controlling interests exceeding the limits set by V regulations; company-controlled stock and cross-shareholdings; V amount exceeding threshold 1 on non-material holdings of capital V instruments issued by financial entities; amount exceeding threshold 2 on material holdings of capital V instruments issued by financial entities; amount exceeding threshold 2 on deferred tax assets dependent V on future earnings and resulting from temporary differences; amount exceeding threshold 3 common to amounts not deducted V in respect of threshold 2; any surplus deduction of Additional Tier One capital (see below); V deferred tax assets dependent on future earnings, but not related V to temporary differences; insufficient hedging for non-performing exposures. V Additional Tier One (AT1) Capital AT1 capital comprises: subordinated debt instruments recognized as AT1 after applying V phase-in arrangements; deductions made from this category; V any surplus deduction of Tier 2 capital (see below). V Detailed information on the debt instruments recognized in Additional Tier 1 capital and their characteristics as at December 31, 2022, as required by Commission Implementing Regulation No. 1423/2013 (Annex II) is available on the Natixis website (www.natixis.groupebpce.com). Tier Two (T2) Capital T2 capital comprises: subordinated debt instruments recognized as T2 capital after V applying phase-in arrangements; deductions made from this category; V any surplus provisions related to expected losses. V Detailed information on debt instruments recognized in Tier 2 capital and their characteristics as at December 31, 2022, as required by Commission Implementing Regulation No. 1423/2013 (Annex II) is available on the Natixis website (www.natixis.groupebpce.com). As at December 31, 2022, the transition from shareholders’ equity to prudential CET1 capital, Tier 1 capital and total capital after applying phase-in arrangements, is summarized in the table below.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 160 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Composition of regulatory capital (EU CC1) Amount Source based on balance sheet reference numbers/letters within the regulatory scope of consolidation Common Equity Tier 1 capital: instruments and reserves 1 Capital instruments and the related share premium accounts 9,227 o/w ordinary shares 9,227 o/w instrument type 2 o/w instrument type 3 2 Retained earnings 3,364 3 Accumulated other comprehensive income (and other reserves) 2,880 EU-3a Fund for general banking risks 0 4 Amount of qualifying items referred to in Article 484 (3), and the related share premium accounts subject to phase out from CET1 0 5 Non-controlling interests (amount allowed in consolidated CET1) 0 EU-5a Independently reviewed interim profits net of any foreseeable charge or dividend 1,357 6 Common Equity Tier 1 (CET1) capital before regulatory adjustments 16,829 Common Equity Tier 1 capital: regulatory adjustments 7 Additional value adjustments (negative amount) (643) 8 Intangible assets (net of related tax liability) (negative amount) (3,554) 9 Empty set in the EU 10 Deferred tax assets that rely on future profitability excluding those arising from temporary differences (net of related tax liability where the conditions in Article 38 (3) are met) (negative amount) (872) 1 11 Fair value reserves related to gains or losses on cash flow hedges of financial instruments not measured at fair value (106) 2 12 Negative amounts resulting from the calculation of expected loss amounts (27) 13 Any increase in equity that results from securitized assets (negative amount) 0 14 Gains or losses on liabilities at fair value resulting from changes in own credit standing (227) 15 Defined-benefit pension fund assets (negative amount) (35) 16 Direct, indirect or synthetic holdings by an institution of own CET1 instruments (negative amount) (8) 17 Direct, indirect and synthetic holdings of the CET1 instruments of financial sector entities where those entities have reciprocal cross holdings with the institution designed to artificially inflate the equity of the institution (negative amount) 0 18 Direct, indirect and synthetic holdings by the institution of CET1 instruments of financial sector entities where the institution does not have a significant investment in those entities (amount above the 10% threshold and net of eligible short positions) (negative amount) 0 19 Direct, indirect and synthetic holdings of CET1 instruments of financial sector entities where the institution has a significant investment in those entities (amount above 10% threshold and net of eligible short positions) (negative amount) 0 20 Empty set in the EU EU-20a Exposure amount of the following items which qualify for a risk weighting of 1,250%, where the institution opts for deduction 0 EU-20b o/w qualifying holdings outside the financial sector (negative amount) 0 EU-20c o/w securitization positions (negative amount) 0 EU-20d o/w free deliveries (negative amount) 0 21 Deferred tax assets arising from temporary differences (amount above 10% threshold, net of related tax liability where the conditions of Article 38 (3) are met) (negative amount) 0 22 Amount exceeding the 17.65% threshold (negative amount) 0
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 161 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Amount Source based on balance sheet reference numbers/letters within the regulatory scope of consolidation 23 o/w direct, indirect and synthetic holdings by the institution of the CET1 instruments of financial sector entities where the institution has a significant investment in those entities; 0 24 Empty set in the EU 25 o/w deferred tax assets arising from temporary differences 0 EU-25a Losses for the current fiscal year (negative amount) EU-25b Foreseeable tax expenses relating to CET1 items, unless the institution correctly adjusts the amount of CET1 items when these tax expenses proportionally reduce the amount against which such items can be used to cover risks or losses (negative amount) 0 26 Empty set in the EU 27 Qualifying AT1 deductions that exceed the AT1 capital of the institution (negative amount) 0 27a Other regulatory adjustments to CET1 capital (including IFRS 9 phase-in arrangements if applicable) (538) 28 Total regulatory adjustments to Common Equity Tier 1 (CET1) (6,010) 29 COMMON EQUITY TIER 1 (CET1) 10,819 Additional Tier 1 (AT1) capital: instruments 30 Capital instruments and the related share premium accounts 2,271 31 o/w classified as equity under applicable accounting standards 2,271 32 o/w classified as liabilities under applicable accounting standards 33 Amount of qualifying items referred to in Article 484 (4) and the related share premium accounts which will be progressively excluded from AT1, in accordance with Article 486 (3) of CRR 0 EU-33a Amount of qualifying items referred to in Article 494 a (1) subject to exclusion of AT1 capital 0 EU-33b Amount of qualifying items referred to in Article 494 b (1) subject to the exclusion of AT1 capital 0 34 Qualifying Tier 1 capital included in consolidated AT1 capital (including non-controlling interests not included in row 5) issued by subsidiaries and held by third parties 0 35 o/w instruments issued by subsidiaries subject to phase out 36 Additional Tier 1 (AT1) capital before regulatory adjustments 2,271 Additional Tier 1 (AT1) capital: regulatory adjustments 37 Direct, indirect or synthetic holdings by an institution of its own AT1 instruments (negative amount) 0 38 Direct, indirect and synthetic holdings of the AT1 instruments of financial sector entities where those entities have reciprocal cross holdings with the institution designed to artificially inflate the own funds of the institution (negative amount) 0 39 Direct, indirect and synthetic holdings of AT1 instruments of financial sector entities where the institution does not have a significant investment in those entities (amount above the 10% threshold and net of eligible short positions) (negative amount) 0 40 Direct, indirect and synthetic holdings of AT1 instruments of financial sector entities where the institution has a significant investment in those entities (net of eligible short positions) (negative amount) 0 41 Empty set in the EU 42 Qualifying AT2 deductions that exceed the AT2 capital of the institution (negative amount) 0 42a Other regulatory adjustments to AT1 capital 0 43 Total regulatory adjustments to Additional Tier 1 (AT1) capital 0 44 Additional Tier 1 (AT1) capital 2,271
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 162 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Amount Source based on balance sheet reference numbers/letters within the regulatory scope of consolidation 45 Tier 1 capital (T1 = CET1 + AT1) 13,090 Tier 2 capital: instruments 46 Capital instruments and the related share premium accounts 2,780 3 47 Amount of qualifying items referred to in Article 484 (5), and the related share premium accounts subject to phase out from T2 0 EU-47a Amount of qualifying items referred to in Article 494 a (2) subject to exclusion of T2 capital 0 EU-47b Amount of qualifying items referred to in Article 494 b (2) subject to the exclusion of T2 capital 105 3 48 Qualifying own funds instruments included in consolidated T2 capital (including non-controlling interests and AT1 instruments not included in rows 5 or 34) issued by subsidiaries and held by third parties 0 49 o/w instruments issued by subsidiaries subject to phase out 0 50 Credit risk adjustments 120 51 Tier 2 (T2) capital before regulatory adjustments 3,005 Tier 2 (T2) capital: regulatory adjustments 52 Direct, indirect or synthetic holdings by an institution of own T2 instruments and subordinated loans (negative amount) 0 53 Holdings of the T2 instruments and subordinated loans of financial sector entities where those entities have reciprocal cross holdings with the institution designed to artificially inflate the own funds of the institution (negative amount) 0 54 Direct and indirect holdings of the T2 instruments and subordinated loans of financial sector entities where the institution does not have a significant investment in those entities (amount above 10% threshold and net of eligible short positions)(negative amount) 0 54a Empty set in the EU 55 Direct and indirect holdings of the T2 instruments and subordinated loans of financial sector entities where the institution has a significant investment in those entities (net of eligible short positions) (negative amount) 0 56 Empty set in the EU EU-56a Deductions of qualifying liabilities exceeding the bank’s qualifying liabilities (negative amount) 0 EU-56b Other regulatory adjustments to Tier 2 capital 0 57 Total regulatory adjustments to Tier 2 (T2) capital 0 58 Tier 2 (T2) capital 3,005 59 Total capital (TC = T1 + T2) 16,095 60 Total risk exposure amount 95,935 Capital ratios and buffers 61 Common Equity Tier 1 (as a percentage of total risk exposure amount) 11.3% 62 Tier 1 capital (as a percentage of total risk exposure amount) 13.6% 63 Total capital (as a percentage of total risk exposure amount) 16.8% 64 Overall CET1 capital requirement of the institution (CET1 requirement in accordance with Article 92 (1), plus additional CET1 requirement that the institution is required to hold in accordance with Article 104 (1) (a) of Directive 36/2013/EU, plus the overall buffer requirement in accordance with Article 128 (6) of Directive 36/2013/EU) expressed as a percentage of the risk exposure amount 8.50% 65 o/w capital conservation buffer requirement 2.50% 66 o/w countercyclical buffer requirement 0.09% 67 o/w systemic risk buffer requirement 0.0%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 163 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Amount Source based on balance sheet reference numbers/letters within the regulatory scope of consolidation EU-67a o/w global Systemically Important Institution (G-SII) or Other Systemically Important Institution (O-SII) buffer 0.0% EU-67b o/w additional capital requirements to address risks other than the risk of excessive leverage 1.41% 68 Common Equity Tier 1 available to meet buffer requirements (as a percentage of risk exposure amount) 5.4% National minima (if different from Basel 3) 69 (not relevant in EU Regulations) 70 (not relevant in EU Regulations) 71 (not relevant in EU Regulations) Amount below deduction thresholds (before risk weighting) 72 Direct and indirect holdings of the capital and qualifying liabilities of financial sector entities where the institution does not have a significant investment in those entities (amount below 10% threshold and net of eligible short positions) 127 4 73 Direct and indirect holdings by the institution of the CET 1 instruments of financial sector entities where the institution has a significant investment in those entities (amount below 10% threshold and net of eligible short positions) 635 5 74 Empty set in the EU 75 Deferred tax assets arising from temporary differences (amount below 10% threshold, net of related tax liability where the conditions in Article 38 (3) are met) 533 Applicable caps on the inclusion of provisions in Tier 2 76 Credit risk adjustments included in T2 in respect of exposures subject to standard approach (prior to the application of the cap) 0 77 Cap on inclusion of credit risk adjustments in T2 under standard approach 160 78 Credit risk adjustments included in T2 in respect of exposures subject to internal ratings-based approach (prior to the application of the cap) 120 79 Cap for inclusion of credit risk adjustments in T2 under internal ratings-based approach 268 Capital instruments subject to progressive exclusion 80 Current cap on CET1 instruments subject to phase-out arrangements 0 81 Amount excluded from CET1 due to cap (excess over cap after redemptions and maturities) 0 82 Current cap on AT1 instruments subject to phase-out arrangements 0 83 Amount excluded from AT1 due to cap (excess over cap after redemptions and maturities) 0 84 Current cap on T2 instruments subject to phase-out arrangements 0 85 Amount excluded from T2 due to cap (excess over cap after redemptions and maturities) (45)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 164 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Reconciliation of regulatory own funds to balance sheet in the audited financial statements (EU CC2) Balance sheet as in the published financial statements Transparent treatment of entities held for sale (a) Other restatements Balance sheet under regulatory scope of consolidation Reference At December 31, 2022 At December 31, 2022 Assets – Breakdown by assets according to the balance sheet in the published financial statements 1 Cash, central banks 44,661 0 44,661 2 Financial assets at fair value through profit or loss 212,586 8 (85) 212,510 o/w holdings of CET 1 instruments of financial sector entities in which the institution does not have a significant investment 81 4 o/w holdings of CET 1 instruments of financial sector entities in which the institution has a significant investment 28 5 3 Hedging derivatives 716 0 716 4 Financial assets at fair value through other comprehensive income 9,553 0 0 9,553 o/w holdings of CET 1 instruments of financial sector entities in which the institution does not have a significant investment 29 4 o/w holdings of CET 1 instruments of financial sector entities in which the institution has a significant investment 607 5 5 Debt instruments at amortized cost 1,434 0 41 1,475 6 Loans and receivables due from banks and similar items at amortized cost 74,676 2 (33) 74,645 7 Customer loans and receivables at amortized cost 72,676 0 (3,918) 68,759 o/w Subordinated loans to customers – when the institution does not hold a significant investment 17 4 8 Insurance business investments 0 0 0 9 Current tax assets 345 0 345 10 Deferred tax assets 1,338 0 0 1,338 Loss carryforwards 881 1 Other temporary differences 456 11 Accruals and miscellaneous assets 5,241 7 14 5,262 12 Non-current assets held for sale 77 (77) 0 13 Investments in Associates 525 0 525 14 Investment property 0 0 0 15 Property, plant and equipment 1,047 12 1,059 16 Intangible assets 447 1 448 17 Goodwill 3,496 48 3,544 Total Assets 428,821 0 (3,980) 424,841 Liabilities – Breakdown by liability according to the balance sheet in the published financial statements 1 Central banks 2 Financial liabilities at fair value through profit or loss 205,394 0 2 205,396 o/w Tier 2 subordinated loans at fair value net of discount 3 Hedging derivatives 333 0 333 4 Deposits and loans due to banks and similar items 108,249 0 0 108,249 5 Deposits and loans due to customers 36,664 0 36,664
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 165 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Balance sheet as in the published financial statements Transparent treatment of entities held for sale (a) Other restatements Balance sheet under regulatory scope of consolidation Reference At December 31, 2022 At December 31, 2022 6 Debt securities 45,992 0 (3,967) 42,026 7 Revaluation adjustments on portfolios hedged against interest rate risk 10 0 10 8 Current tax liabilities 979 0 979 9 Deferred tax liabilities 447 7 0 454 o/w deferred tax liabilities associated with deferred tax assets that depend on future profits and do not result from temporary differences 9 1 10 Accruals and miscellaneous liabilities 6,776 34 (15) 6,795 11 Liabilities on assets held for sale 41 (41) 0 12 Liabilities related to insurance policies 0 0 0 13 Provisions 1,333 0 (1) 1,333 14 Subordinated debt 3,023 0 3,023 o/w subordinated loans under the regulatory Tier 2 category, net of discount 2,885 3 Total Liabilities 409,241 0 (3,980) 405,260 Shareholders’ equity 1 Shareholders’ equity (Group share) 19,534 0 19,534 o/w Cash flow hedge reserve 106 2 2 Non-controlling interests 45 0 46 Total equity 19,580 0 0 19,580 The Asset Management company AlphaSimplex, held for sale to non-group members since the third quarter 2022 is presented as assets and liabilities on a (a) dedicated line (assets/liabilities held for sale) in Natixis’ statutory financial statements. Under the prudential approach, the underlying assets and liabilities must continue to be presented transparently according to their initial management intention (to be then broken down by Basel exposure categories or by market risk exposures).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 166 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Changes in regulatory capital, regulatory capital requirements and ratios 3.3.1.4 in 2022 Regulatory capital and capital adequacy ratio: The CET1, Tier 1 and overall ratios at the end of 2022 are presented below, by major component. The same ratios at end-2021 are shown by way of comparison. In accordance with the Basel 3/CRR regulatory framework, under Pillar I, these ratios must exceed the minimum limits of 4.5%, 6% and 8%, respectively, in addition to the cumulative safety buffers of 7.04%, 8.54% and 10.54%, respectively, for 2021, and of 7.09%, 8.59% and 10.59%, respectively, for 2022. Total capital ratio (in millions of euros) 31/12/2022 31/12/2021 Shareholders’ equity (Group share) 19,534 20,868 Deeply subordinated notes (DSN) 2,181 2,248 Perpetual subordinated notes (PSN) 0 0 Consolidated shareholders’ equity (Group share) net of DSNs and PSNs 17,353 18,620 Non-controlling interests (Amount before phase-in arrangements) 46 202 Intangible assets (383) (378) Goodwill (3,171) (3,323) Dividends proposed to the General Shareholders’ Meeting and expenses (442) (789) Deductions, prudential restatements and phase-in arrangements (2,583) (1,832) Total Common Equity Tier 1 capital 10,819 12,499 Deeply subordinated notes (DSNs) and preferred shares 2,271 2,157 Additional Tier 1 capital 0 0 Tier 1 deductions and phase-in arrangements 0 (22) Total Tier 1 capital 13,090 14,635 Tier 2 instruments 2,885 3,962 Other Tier 2 capital 120 27 Tier 2 deductions and phase-in arrangements 0 (1,110) Overall capital 16,095 17,514 Total risk-weighted assets 95,935 108,257 Credit risk-weighted assets 68,246 81,024 Market risk-weighted assets 13,936 13,352 Operational risk-weighted assets 12,857 13,882 Other risk-weighted assets 896 0 Capital adequacy ratios Common Equity Tier 1 ratio 11.3% 11.5% Tier 1 ratio 13.6% 13.5% Total capital ratio 16.8% 16.2%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 167 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Geographical distribution of credit exposures used in the countercyclical buffer (CCYB1) (in millions of euros) General credit exposures Relevant credit exposure – market risk Value of trading book exposures for internal models Securi- tization exposures Non- trading book exposure at default Capital requirements Risk- weighted exposure amount Capital requi- rement weightings (in %) Counter- cyclical buffer rate (in %) Exposure at default under the standard approach Exposure at default under the IRB approach Sum of long and short exposure positions in the trading book for the standard approach Sum of long and short exposure positions in the trading book for the standard approach Total exposure value Relevant credit risk exposures – credit risk Relevant credit exposures – securi- tization positions in the non trading book Total 010 Breakdown by country Bulgaria 1.00% Czechia 7 0 7 0 0 0 2 0.00% 1.50% Hong Kong 3 2,207 29 208 2,447 63 1 3 66 825 1.40% 1.00% Luxembourg 155 6,715 44,771 176 51,817 241 1 243 3,033 5.13% 0.50% Norway 0 284 4 288 5 0 5 66 0.11% 2.00% Slovakia 0 29 30 0 0 0 1 0.00% 1.00% Denmark 1 64 2 0 67 1 0 1 13 0.02% 2.00% Iceland 0 0 0 0 0 0.00% 2.00% Estonia 1.00% Romania 0 0 0 0 0 0.00% 0.50% United Kingdom 530 6,738 121 43 1,259 8,691 211 5 16 232 2,898 4.90% 1.00% Sweden 1 61 14 0 77 4 1 6 69 0.12% 1.00% Sub-total 690 16,076 44,941 250 1,467 63,424 525 9 18 553 6,908 11.68% Other countries with a 0% risk weighting 9,930 92,163 8,062 14,548 16,388 141,091 3,840 110 227 4,177 52,215 88.32% 020 TOTAL 10,620 108,239 53,003 14,798 17,855 204,515 4,365 119 245 4,730 59,123 100.00% Amount of institution-specific countercyclical capital buffer (CCYB2) (in millions of euros) 1 TOTAL RISK EXPOSURE AMOUNT 95,935 2 INSTITUTION-SPECIFIC COUNTERCYCLICAL CAPITAL BUFFER RATE 0.093% 3 INSTITUTION-SPECIFIC COUNTERCYCLICAL CAPITAL BUFFER REQUIREMENT 89
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 168 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Prudential valuation adjustments (PV1) (in millions of euros) Risk category Category AVA – Valuation uncertainty Full category AVA after diversification Category AVA Equities Interest rates Foreign exchange Credit Raw materials AVA relating to prepaid credit spreads AVA relating to investment and financing costs o/w: Total main approach in the trading book o/w Total main approach in the banking book 1 Market price uncertainty 65 14 5 37 1 44 37 102 59 43 3 Closeout cost 177 4 11 23 0 44 130 46 84 4 Concentrated positions 131 0 132 132 5 Early termination 6 Model risk 52 8 29 27 56 86 78 8 7 Operational risk 18 1 1 3 0 23 8 15 10 Future administrative costs 19 136 5 8 2 170 170 12 TOTAL ADDITIONAL VALUE ADJUSTMENTS (AVA) 462 163 51 99 3 145 37 643 494 149 Non-deducted participations in insurance undertakings (EU INS1) (in millions of euros) Exposure at default Risk exposure amount 1 Equity instruments held in insurance or reinsurance undertakings or insurance holding companies not deducted from equity 0 0
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 169 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The change in regulatory capital under Basel 3/CRR over 2022 is shown below: Changes in regulatory capital after applying phase-in arrangements for the period (in millions of euros) 2022 o/w impact of the disposal of the Insurance and Payments entities to BPCE Common Equity Tier 1 (CET1) Amount at start of period 12,499 New instruments issued (including issue premiums) (76) (81) Instruments redeemed 0 Retained earnings from previous periods (2,402) (1,902) Net income/(loss) for the period 1,800 985 Gross dividend proposed (442) Dividend payout in new shares Changes in other comprehensive income Translation adjustments 303 (2) Available-for-sale assets (462) (462) Cash flow hedging reserve 59 2 Others 190 34 Others (276) Non-controlling interests Filters and deductions not subject to the phase-in arrangements Goodwill and intangible assets 146 323 Own credit risk (254) Other comprehensive income CFH (59) (2) Prudent valuation adjustment (97) Other 70 61 Other, including prudential adjustments and phase-in arrangements Deferred tax assets that rely on future earnings (excluding temporary differences) (180) 1 Deductions in respect of breaches of capital thresholds 0 Others 0 Impact of phase-in arrangements 0 o/w impact of changes in phase-in rate 0 o/w impact of changes in base subject to phase-in arrangements 0 Amount of Common Equity Tier 1 (CET1) at end of period 10,819 (1,042) Additional Tier 1 (AT1) capital Amount at start of period 2,135 New eligible instruments issued 403 Redemptions during the period (400) Other, including prudential adjustments and phase-in arrangements 133 o/w impact of changes in phase-in rate 0 o/w other impact of changes in base 133 22 Amount of Additional Tier 1 (AT1) capital at end of period 2,271 22 Tier 1 capital 13,090 (1,020) Tier 2 capital Amount at start of period 2,879 New eligible instruments issued 0 Redemptions during the period (1,003) (1,003) Other, including prudential adjustments and phase-in arrangements 1,129 o/w impact of changes in phase-in rate (45) o/w other impact of changes in base 1,174 1,110 Amount of Tier 2 capital at end of period 3,005 106 TOTAL REGULATORY CAPITAL 16,095 (914)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 170 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Common Equity Tier 1 (CET1 Capital) totaled €10.8 billion as at December 31, 2022, down -€1.7 billion over the year. This decrease is mainly due to the following changes: ordinary profit (excluding net income on the disposal of the V Insurance and Payments activities to BPCE) for the period for +€0.8 billion; change in other comprehensive income (gains and losses V recyclable and not recyclable directly recognized in shareholders’ equity, including a favorable effect of translation adjustments for +€0.3 billion and an unfavorable impact of the revaluation of debt and equity instruments at fair value through other comprehensive income for -€0.2 billion) for +€0.2 billion; prudential deductions for goodwill and intangible assets for V -€0.2 billion and the increase in the Prudential Valuation adjustment for -€0.1 billion; perpetual deeply subordinated notes (interest and conversion V effect) for -€0.2 billion; proposed payment of the 2022 annual dividend of 12 cents per V share, i.e. -€0.4 billion; deduction of guarantee deposits in respect of irrevocable payment V commitments paid to the Single Resolution Fund and Deposit Guarantee Fund from CET 1 capital since March 31, 2022 for -€0.2 billion; additional dividend for 2021 on the new shares issued on V March 22, 2022 by decision of the Combined General Shareholders’ Meeting for -€0.1 billion; increase in the stock of deferred taxes on recoverable loss V carryforwards, after the effect of netting, for -€0.2 billion; other deductions for -€0.2 billion (including insufficient coverage of V non-performing exposures, deductions of pension fund assets and re-estimation of the cost of buyout commitments for certain non-controlling interests). These changes were supplemented by a -€1.1 billion effect related to the disposal of the Insurance and Payments activities to BPCE S.A.: the contribution-distribution of -€3.7 billion in kind through the delivery of shares of BPCE Insurance and Payments holding companies partially offset by a capital gain on disposal of +€1 billion and a capital increase in cash of €1.7 billion completed on March 22, 2022. Additional Tier 1 capital increased by +€0.1 billion to €2.3 billion mainly due to a foreign exchange effect. Tier 2 capital amounted to +€3.0 billion. The transitional CRR mechanism allowing the recognition of grandfathered instruments for -€0.1 billion ended at January 1, 2022. Following the novation on March 24, 2022 with BPCE of the Tier 2 subordinated loans granted to Natixis Assurances and initially deducted from Tier 2 (for +€1.1 billion), Natixis exercised a call on July 29, 2022 on a -€1 billion mirror resource subscribed by BPCE. Finally, the excess of book provisions over expected losses recognized in this category of equity varied over the fiscal year by +€0.1 billion. At €95.9 billion, risk-weighted assets decreased by €12.4 billion during fiscal year 2022. Risk-weighted assets flow statements (NX07) (in billions of euros) Credit risk CVA Market risk Operational risk Total RWA 31/12/2021 78.7 2.3 13.4 13.9 108.3 Foreign exchange movements 1.3 1.3 Change in business activity 4.9 0.2 0.2 5.3 Change in risk parameters (2.8) 0.6 (2.2) Acquisitions and disposals of investments (10.9) (1.2) (12.1) Impact of guarantees (4.8) (4.8) 31/12/2022 66.6 2.5 14.0 12.9 95.9 The change in credit risks in 2022 is mainly due to the following factors: an increase in outstandings (+€4.9 billion) concentrated mainly in V the Corporate & Investment Banking business lines; the effect of risk factors (-€2.8 billion), notably in connection with a V decrease in weighted risks related to non-performing exposures; the impact of the appreciation of the dollar against the euro V (+€1.3 billion); the disposal of the stake in H2O and the impact of the transfer V Insurance and Payment activities to BPCE for -€10.9 billion; a guarantee effect of -€4.8 billion, notably linked to the V implementation of guarantees, with Groupe BPCE entities. The slight increase in CVA risk of +€0.2 billion is mainly explained by the evolution of exposures. An increase in market risks of +€0.6 billion, mainly due to market conditions in a tense geopolitical context in 2023. Operational risk decreased by -€1 billion following the transfer transactions (-€1.2 billion) and the annual update in December 2022 (+€0.2 billion).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 171 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Basel 3 RWA by main Natixis business line (NX02) Division (in millions of euros) Total Basel 3 RWA as of 31/12/2022 Credit (a) Market (b) Operational Corporate & Investment Banking (c) 77,712 57,676 12,846 7,190 Asset & Wealth Management 13,514 8,727 254 4,533 Corporate Center business lines 4,708 159 3,415 1,134 TOTAL AS AT 31/12/2022 95,934 66,562 16,515 12,857 TOTAL AS AT 31/12/2021 108,257 78,727 15,648 13,882 Including counterparty risk. (a) Including €65 million in settlement/delivery risk and €2,488 million in respect of the CVA RWA. (b) including Treasury and Collateral Management. (c) Capital planning 3.3.1.5 Capital planning consists of determining Natixis’ target capital adequacy level, continually ensuring compliance with regulatory capital requirements in all compartments and capital adequacy in line with the risk appetite defined by the institution, and adapting capital allocation and measurement of business line profitability accordingly. In 2022, Natixis’ CET1 ratio was thus maintained above 10.5% after taking into account interim results (net of the forecast dividend distribution). The steering framework adapts all processes with the aim of ultimately meeting the requirements of the supervisory authorities and BPCE S.A. or investors: continuously maintaining the targets set in terms of capital V adequacy; the development of the Natixis internal capital adequacy V assessment process (ICAAP), carried out using two approaches: a so-called “normative” approach aimed at measuring the impact V on Natixis of internal stress tests over a three-year period based on the Pillar I regulatory baseline; a so-called “economic” approach which consists of identifying, V quantifying and hedging risks with internal capital over a short-term horizon (one year) and using internal methodologies. At the Natixis level, the methodologies developed allow a better assessment of the risks already covered under Pillar I, and also an additional assessment of risks not covered by Pillar I. projecting/forecasting capital requirements specific to business V lines, within the framework of Natixis’ overall capital adequacy policy; anticipating regulatory changes and their impact on Natixis’ V business lines; implementing a mechanism for analyzing the capital consumption V of the business lines and their profitability on the basis of Basel 3/CRR-CRR3 risk-weighted assets; allocating capital to the business lines, within the framework of V strategic plan and annual budget procedures, taking into account business requirements, profitability and balance between the business lines. Outlook Capital management now anticipates future changes in the short/medium term, in particular the implementation of the revised Basel 3 framework. Other regulatory ratios 3.3.2 Leverage ratio 3.3.2.1 Since January 1, 2014, the leverage ratio must be calculated and reported to the European supervisor by the credit institutions. The leverage risk framework, introduced by the Basel Committee, was incorporated into the CRR Regulation: the leverage ratio is defined as the ratio between the institution’s Tier 1 capital and the bank’s balance sheet exposures (after taking into account certain restatements, in particular for derivatives and repurchase agreements) and off-balance sheet exposures (after applying balance sheet conversion factors). Its publication as part of the financial communication is mandatory since January 1, 2015. From June 2021, with the CRR2 Regulation, the leverage ratio has become a requirement to be complied with at all times by institutions. This requirement, which amounts to 3% of Tier 1 capital, may trigger the activation of the Maximum Distributable Amount (MDA). To address the risk of excessive leverage, the supervisor may impose additional capital requirements. The CRR2 Regulation modifies the rules for calculating the leverage ratio by excluding certain exposures (notably “incentive” loans and assets linked to central banks, subject to conditions). New rules for offsetting and calculating exposure to derivatives have also been introduced. Natixis calculates and publishes its leverage ratio according to the CRR2 rules, and implements the actions needed to converge towards the target ratio under consideration.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 172 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Comparison of accounting exposures and leverage exposures (LR1) (in millions of euros) Applicable amount 1 Total assets according to reported financial statements 428,821 2 Adjustment for entities consolidated from an accounting point of view but which do not fall within the scope of prudential consolidation (3,980) 3 (Adjustment for securitized exposures that meet the operational requirements for transfer of risk) 4 (Adjustment for temporary exemption of exposures to central banks (where applicable)) 5 (Adjustment for fiduciary assets recognized on the balance sheet in accordance with the applicable accounting framework but excluded from the total exposure measurement under Article 429 a (1) (i) of the CRR) 6 Adjustment for normalized purchases and sales of financial assets recognized at the transaction date 7 Adjustment for qualifying centralized cash management system transactions 8 Adjustments for derivative financial instruments (21,955) 9 Adjustment for securities financing transactions (SFTs) 9,961 10 Adjustment for off-balance sheet items (resulting from the translation of off-balance sheet exposures into credit equivalent amounts) 47,912 11 (Adjustment for valuation adjustments for prudent valuation purposes and specific and general provisions that reduced Tier 1 capital) EU-11a (Adjustment for exposures excluded from the total exposure measurement under Article 429 a (1) (c) of the CRR) (98,838) EU-11b (Adjustment for exposures excluded from the total exposure measurement under Article 429 a (1) (j) of the CRR) 12 Other adjustments (18,580) 13 MEASUREMENT OF TOTAL EXPOSURE 343,340 Oversight of the leverage ratio 3.3.2.2 Under the French Ministerial Order of November 3, 2014 on internal control by companies in the banking, payment services and investment services sector subject to the supervision of the ACPR, the companies in question are required to set overall limits and establish policies and processes to detect, manage and monitor excessive leverage risk. Since 2015, Natixis has put in place a governance and an organization to oversee its leverage ratio, calculated according to the CRR2 standard since June 30, 2021. Senior Management has set a steering threshold above the regulatory minimum of 3%. This ratio is managed under the aegis of the Natixis ALM Committee. The BOAT department coordinates compliance with this constraint with the business lines under the control of the risk function. The leverage ratio was included in the bank’s risk appetite framework with a threshold and limit approved by the Board of Directors’ Risk Committee.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 173 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Leverage ratio (LR2) Leverage ratio exposures under the CRR (in millions of euros) 31/12/2022 30/06/2022 Balance sheet exposures (excluding derivatives and SFTs) 1 Items recorded on the balance sheet (excluding derivatives and SFTs, but including collateral) 278,681 293,675 2 Addition of the amount of collateral provided for derivatives, when they are deducted from balance sheet assets in accordance with the applicable accounting framework 3 (Deduction of receivables recognized as assets for cash variation margin provided in derivative transactions) (12,578) (8,877) 4 (Adjustment for securities received in connection with securities financing transactions that are recognized as assets) 5 (Adjustments for general credit risk of balance sheet items) 6 (Amounts of assets deducted when determining Tier 1 capital) (6,002) (5,875) 7 TOTAL ON-BALANCE SHEET EXPOSURES (EXCLUDING DERIVATIVES AND SFTS) 260,101 278,922 Derivative exposures 8 Replacement cost of all SA-CCR derivative transactions (i.e. net of eligible cash variation margins) 18,273 18,758 EU-8a Derogation for derivatives: contribution of replacement costs under the simplified standard approach 9 Mark-up amounts for potential future exposure associated with SA-CCR derivative transactions 25,676 25,956 EU-9a Derogation for derivatives: Contribution of potential future exposure under the simplified standard approach EU-9b Exposure determined by applying the original exposure method 10 (CCP leg exempted from exposures to client cleared transactions) (SA-CCR) EU-10a (CCP leg exempted from exposures to client cleared transactions) (simplified standard approach) EU-10b (CCP leg exempted from exposures to client cleared transactions) (original exposure method) 11 Adjusted effective notional value of written credit derivatives 37,879 25,350 12 (Adjusted actual notional differences and add-on deductions for written credit derivatives) (34,268) (20,083) 13 TOTAL DERIVATIVE EXPOSURES 47,559 49,980 Exposure on securities financing transactions (SFTs) 14 Gross SFT assets (excluding netting) after adjustment for transactions recognized as written 96,944 86,814 15 (Net value of cash payables and receivables of gross SFT assets) (20,180) (13,889) 16 Counterparty credit risk exposure for SFT assets 9,961 7,359 EU-16a Derogation for SFTs: Exposure to counterparty credit risk in accordance with Article 429 e (5) and Article 222 of the CRR 17 Exposures when the institution acts as agent EU-17a (CCP leg exempted from client cleared SFT exposures) 18 TOTAL EXPOSURE TO SECURITIES FINANCING TRANSACTIONS 86,725 80,284 Other off-balance sheet exposures 19 Off-balance sheet exposures at gross notional value 102,718 109,419 20 (Adjustments for conversion into equivalent credit amounts) (54,925) (59,050) 21 (General provisions deducted when determining Tier 1 capital and specific provisions associated with off-balance sheet exposures) 22 OFF-BALANCE SHEET EXPOSURES 47,793 50,368 Excluded exposures EU-22a (Exposures excluded from total exposure measurement under Article 429 a (1) (c) of the CRR) (98,838) (108,413) EU-22b (Exposures exempted under Article 429 a (1) (j) of the CRR (on-balance sheet and off-balance sheet)) EU-22c (Exclusions of exposure of public development banks (or units of banks) – Public investments)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 174 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Leverage ratio exposures under the CRR (in millions of euros) 31/12/2022 30/06/2022 EU-22d (Exclusions of exposure of public development banks (or units of banks) – Incentive loans) EU-22e (Exclusions of exposures arising from the transfer of incentive loans by banks (or units of banks) that are not public development banks) EU-22f (Exclusions of secured portions of exposures resulting from export credits) EU-22g (Exclusions of excess collateral deposited with tripartite agents) EU-22h (Exclusion of CSD services provided by institutions/CSDs, pursuant to Article 429 a (1) (o) o the CRR) EU-22i (Exclusion of CSD services provided by designated institutions, pursuant to Article 429 a (1) (p) of the CRR) EU-22j (Reduction of the exposure value of pre-financing or intermediary loans) EU-22K (TOTAL EXEMPT EXPOSURES) (98,838) (108,413) Capital and total exposure measurement 23 TIER 1 CAPITAL 13,090 13,141 24 MEASUREMENT OF TOTAL EXPOSURE 343,340 351,141 Leverage ratio 25 Leverage ratio (in %) 3.8% 3.7% EU-25 Leverage ratio (excluding the impact of the exemption of public investments and incentive loans) (in %) 3.8% 3.7% 25a Leverage ratio (excluding the impact of any applicable temporary exemption of central bank reserves) (in %) 3.8% 3.7% 26 Minimum leverage ratio regulatory requirement (in %) 3.0% 3.0% EU-26a Additional capital requirements to address excessive leverage risk (in %) EU-26b o/w to be created with CET1 capital 27 Leverage ratio buffer requirement (in %) EU-27a Overall leverage ratio requirement (in %) 3.0% 3.0% Choice of phase-in arrangements and relevant exposures EU-27b Choice of phase-in arrangements for the definition of capital measurement Publication of average values 28 Average daily values of gross SFT assets, after adjustment for transactions recognized as written and net of corresponding cash payables and receivables 109,671 104,178 29 End-of-quarter value of gross SFT assets, after adjustment for transactions recognized as written and net of corresponding cash payables and receivables 76,764 72,925 30 Total exposure measurement (including the impact of any applicable temporary exemption from central bank reserves) including the average values of gross SFT assets in line 28 (after adjustment for transactions recognized as written and net of corresponding cash payables and receivables) 376,246 382,395 30a Total exposure measurement (excluding the impact of any applicable temporary exemption from central bank reserves) including the average values of gross SFT assets in line 28 (after adjustment for transactions recognized as written and net of corresponding cash payables and receivables) 376,246 382,395 31 Leverage ratio (including the impact of any applicable temporary exemption from central bank reserves) including the average values of gross SFT assets in line 28 (after adjustment for transactions recognized as written and net of corresponding cash payables and receivables) 3.5% 3.4% 31a Leverage ratio (excluding the impact of any applicable temporary exemption from central bank reserves) including the average values of gross SFT assets in line 28 (after adjustment for transactions recognized as written and net of corresponding cash payables and receivables) 3.5% 3.4% “Over 2022, the ratio fell from 4.4% to 3.8%, mainly due to the end of the exemption from inclusion in the exposure bases of outstandings held in reserve with the ECB.”
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 175 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown of on-balance sheet exposures (excluding derivatives, SFT and exempt exposure) (LR3) (in millions of euros) Leverage ratio exposures under the CRR EU-1 TOTAL ON-BALANCE SHEET EXPOSURES (EXCLUDING DERIVATIVES, SFTS AND EXEMPT EXPOSURES), O/W: 193,529 EU-2 Trading book exposures 49,356 EU-3 Banking book exposures, o/w: 144,174 EU-4 Covered bonds 334 EU-5 Exposures considered as sovereign 58,378 EU-6 Exposures to regional governments, multilateral development banks, international organizations and public sector entities not considered as sovereign borrowers 604 EU-7 Institutions 13,087 EU-8 Exposures secured by mortgages on immovable property 767 EU-9 Retail exposures 486 EU-10 Corporates 53,857 EU-11 Defaulted exposures 2,546 EU-12 Other exposures (including equities, securitizations and other assets not corresponding to credit obligations) 14,114 Large exposures ratio 3.3.2.3 Large exposures ratio The regulations relating to the control of large exposures were each “Head of Group” are systematically lower than the Large reviewed in 2014 when they were incorporated into the CRR. The Exposure Limit, currently set at 25% of Natixis’ Tier One capital. objective of this regulation is to limit the exposure of a credit institution to the risks associated with a set of counterparties, grouped under a “Group Head”. Compliance with these regulations is measured daily, ensuring that risk-weighted assets (RWA) relating to over the year 2022, Natixis is below the Large Exposures limit set by regulation, with risk-weighted on a clients or group of clients not exceeding 10% of its capital.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 176 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown and changes in risk-weighted assets 3.3.3 Exposure to credit and counterparty risks 3.3.3.1 RWA overview (EU OV1) (in millions of euros) Total Risk Exposure Amount (TREA) Total capital requirements 31/12/2022 30/06/2022 31/12/2022 1 Credit risk (excluding CCR) 56,066 57,596 4,485 2 o/w standard approach 10,283 10,595 823 3 o/w foundation IRB approach (F-IRB) 1,234 1,120 99 4 o/w referencing approach EU 4a o/w equity under the simple risk-weighted approach 5,601 5,952 448 5 o/w advanced IRB approach (A-IRB) 36,466 38,365 2,917 6 Counterparty credit risk – CCR 10,013 10,289 801 7 o/w standard approach 1,922 2,155 154 8 o/w internal model method (IMM) 3,422 3,199 274 EU 8a o/w exposures on a CCP 473 371 38 EU 8b o/w credit valuation adjustment – CVA 2,488 2,731 199 9 o/w other CCRs 1,707 1,833 137 15 Settlement risk 65 23 5 16 Securitization exposures in non-trading book (after cap) 3,063 2,816 245 17 o/w SEC-IRBA approach 508 310 41 18 o/w SEC-ERBA (including IAA) 223 199 18 19 o/w SEC-SA approach 2,108 2,050 169 EU 19a o/w 1,250% 224 257 18 20 Position, currency and commodity risks (Market risk) 13,871 15,161 1,110 21 o/w standard approach 6,701 6,801 536 22 o/w internal models approach 7,170 8,361 574 EU 22a Major risks 23 Operational risk 12,857 12,670 1,029 EU 23a o/w elementary approach EU 23b o/w standard approach 12,857 12,670 1,029 EU 23c o/w advanced measurement approach 24 Amount below the deduction thresholds (subject to a weighting of 250%) 2,920 2,592 234 29 TOTAL 95,935 98,556 7,675 The data provided in line 24 are for information purposes only since the amounts indicated here are also included in line 1. However, €1,587 million of equities excluding the simple weighting method subject to a weighting of 250% could not be placed among the sub-totals defined for credit risk excluding CCR although included in the total in line 1.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 177 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 EAD by rating source – Standard approach (NX11 Bis) Exposure class (in millions of euros) FITCH MOODY’S STP BDF Total Corporates 2 23 187 49 261 Institutions 3 233 113 348 Governments and central banks 155 3,116 1,107 105 4,484 Central governments and central banks 24 2,958 520 3,502 International organizations Multilateral development banks Regional governments or local authorities 3 17 33 54 Public sector entities 128 141 554 105 928 Retail 1 1 SMEs included in Retail category 1 1 Other exposures included in Retail category Exposures secured by mortgages on immovable property SMEs treated as collateralized exposures by a mortgage on real estate Other exposures secured by mortgages on immovable property DEFAULTED EXPOSURES Exposures to institutions and corporates with a short-term credit assessment 2 11 124 6 142 TOTAL AS AT 31/12/2022 162 3,382 1,532 161 5,236 TOTAL AS AT 31/12/2021 497 4,624 1,842 136 7,099 Guaranteed exposures by type and internal rating of guarantor (NX17) S&P equivalent internal rating (in %) Type of guarantor Institutions Corporates Governments and central banks Retail AAA 1.9% AA+, AA, AA- 8.6% 10.3% 87.5% 2.9% A+, A, A- 82.8% 82.7% 0.5% BBB+, BBB, BBB- 8.2% 5.0% 9.6% 5.8% BB+, BB, BB- 1.0% 0.2% B+, B, B- 0.5% C Unrated* 0.4% 0.6% 0.3% 91.4% TOTAL AS AT 31/12/2022 100.0% 100.0% 100.0% 100.0% Unrated: excluding exposures guaranteed by Groupe BPCE affiliates. *
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 178 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Model for key indicators (EU KM1) (in millions of euros) 31/12/2022 30/09/2022 30/06/2022 31/03/2022* 31/12/2021 Available own funds (amounts) 1 Common Equity Tier 1 (CET1) 10,819 11,199 10,833 10,098 12,499 2 Tier 1 capital 13,090 13,628 13,141 12,298 14,635 3 Total own funds 16,095 16,537 16,083 15,200 17,514 Risk-weighted exposure amount 4 Total risk exposure amount 95,935 97,947 98,556 99,488 108,257 Capital ratios (as a percentage of risk-weighted exposure amount) 5 Common Equity Tier 1 ratio (in %) 11.3% 11.4% 11.0% 10.2% 11.6% 6 Tier 1 capital ratio (in %) 13.6% 13.9% 13.3% 12.4% 13.5% 7 Total capital ratio (in %) 16.8% 16.9% 16.3% 15.3% 16.2% Additional capital requirements to address risks other than excessive leverage risk (as a percentage of the risk-weighted exposure amount) EU 7a Additional capital requirements to address risks other than excessive leverage risk (in %) 2.5% 2.5% 2.5% 2.5% 2.3% EU 7b o/w to be satisfied with CET 1 capital (in percentage points) 1.4% 1.4% 1.4% 1.4% 1.3% EU 7c o/w to be satisfied with Tier 1 capital (in percentage points) 1.9% 1.9% 1.9% 1.9% 1.7% EU 7d Total SREP capital requirements (in %) 10.5% 10.5% 10.5% 10.5% 10.3% Total buffer requirement and total capital requirement (as a percentage of the risk-weighted exposure amount) 8 Capital conservation buffer (in %) 2.5% 2.5% 2.5% 2.5% 2.5% EU 8a Conservation buffer arising from the macroprudential or systemic risk observed at the level of a Member State (in %) 9 Institution-specific countercyclical capital buffer (in %) 0.1% 0.0% 0.0% 0.0% 0.0% EU 9a Systemic risk buffer (in %) 10 Global systemically important institution buffer(in %) EU 10a Other systemically important institution buffer (in %) 11 Overall buffer requirement (in %) 2.6% 2.5% 2.5% 2.5% 2.5% EU 11a Total capital requirements (in %) 13.1% 13.1% 13.1% 13.0% 12.8% 12 CET1 capital available after compliance with total SREP capital requirements (in %) 5.4% 5.5% 5.1% 4.2% 5.8% Leverage ratio 13 Measurement of total exposure 343,340 375,226 351,141 343,823 330,598 14 Leverage ratio (in %) 3.8% 3.6% 3.7% 3.6% 4.4% Additional capital requirements to address the risk of excessive leverage (as a percentage of the total exposure measurement) EU 14a Additional capital requirements to address excessive leverage risk (in %) 0% 0% 0% 0% 0% EU 14b o/w to be satisfied with CET 1 capital (in percentage points) 0% 0% 0% 0% 0% EU 14c Total SREP leverage ratio requirement (in %) 3.0% 3.0% 3.0% 3.1% 3.1% Leverage ratio buffer requirement and overall leverage ratio requirement (as a percentage of total exposure measurement) EU 14d Leverage ratio buffer requirement (in %) Not applicable Not applicable Not applicable Not applicable Not applicable EU 14e Overall leverage ratio requirement (in %) 3.0% 3.0% 3.0% 3.1% 3.1% Liquidity coverage ratios 15 Total High Quality Liquid Assets (HQLA) (weighted average) 68,644 70,723 67,996 69,621 63,583 EU 16a Cash outflows – Total weighted value 99,119 129,034 128,147 126,272 112,478 EU 16b Cash inflows – Total weighted value 49,432 60,514 67,147 60,466 52,736 16 Total net cash outflows (adjusted value) 49,687 68,520 61,000 65,807 59,741 17 Liquidity requirement coverage ratio (in %) 138.2% 103.2% 111.5% 105.8% 106.4% Net stable financing requirement 18 Total available stable financing 148,328 156,740 159,882 151,613 154,236 19 Total required stable financing 145,408 149,980 149,426 149,920 147,513 20 NSFR ratio (in %) 102.0% 104.5% 107.0% 101.1% 104.6% Without taking into account the net income/(loss) for the period and the associated dividend forecasts *
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 179 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Credit risks 3.3.3.2 Credit risk management methodologies are described in Section [3.2.4] “Credit and counterparty risk management”. The principles adopted for defaulted outstandings and restructured loans are presented in Notes [5.1] and [5.3] of Chapter [5] “Consolidated financial statements and notes”. A – Credit risk mitigation techniques Credit risk mitigation techniques (CR3) (in millions of euros) Carrying amount not guaranteed Guaranteed carrying amount o/w secured by collateral o/w guaranteed by financial guarantees o/w guaranteed by credit derivatives 1 Loans and advances 151,379 37,554 14,823 22,731 0 2 Debt securities 11,856 0 0 0 3 TOTAL 163,234 37,554 14,823 22,731 0 4 o/w non-performing exposures 728 585 272 313 0 EU-5 o/w defaulted 728 585 272 313 0 IRB – internal rating – effect on RWA of credit derivatives used as CRM techniques (CR7) (in millions of euros) Risk weighted exposure amount before credit derivatives Actual risk-weighted exposure amount 1 Exposures subject to the foundation IRB approach 1,234 1,234 2 Central governments and central banks 421 421 3 Institutions 16 16 4 Corporates 798 798 4.1 o/w Corporates – SMEs 281 281 4.2 o/w Corporates – Specialized lending 5 Exposures subject to the advanced IRB approach 36,270 36,466 6 Central governments and central banks 286 321 7 Institutions 1,875 2,082 8 Corporates 34,109 34,063 8.1 o/w Corporates – SMEs 900 907 8.2 o/w Corporates – Specialized lending 6,742 6,421 9 Retail 9.1 o/w Retail– SMEs – Guaranteed by real estate collateral 9.2 o/w Retail– non-SMEs – Guaranteed by real estate collateral 9.3 o/w Retail– qualifying revolving exposures 9.4 o/w Retail– Other SMEs 9.5 o/w Retail– Other non-SMEs 10 TOTAL (INCLUDING SIMPLE AND ADVANCED EQUITY EXPOSURE) 37,505 37,700
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 180 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Sovereign exposures (GOV) (in millions of euros) Banking book Trading portfolio Total Assets at amortized cost Financial assets at fair value through share- holders’ equity Financial assets under the fair value option Financial assets to be at fair value through profit or loss Transaction financial assets (excluding derivatives) Derivative financial instru- ments Germany 110 615 10 2,916 (228) 3,423 Austria 390 0 114 43 547 Belgium 274 0 1,441 (167) 1,548 Spain 103 1 191 23 317 France 32,851 1,885 30 7,525 (368) 41,924 Greece 1 1 Ireland 81 0 31 (81) 31 Italy 0 6 1,509 (665) 850 Netherlands 1 355 109 465 Portugal 76 2 78 Other countries 413 2,101 4 546 857 3,921 Total euro zone 33,375 5,524 52 14,630 (475) 53,106 Other European Economic Area countries 90 1 1 (90) 1 Total others EEA 33,375 5,614 53 14,631 (564) 53,108 United Kingdom 251 1 475 342 1,070 United States 10,257 3,017 3 1,941 5,023 20,241 United Arab Emirates 333 3,310 4 3,646 Japan 2,939 151 862 3,952 Republic of China 33 8,192 8,225 Taiwan 1 73 74 Others 1,760 4,195 2 2,749 950 9,656 TOTAL 48,698 13,301 59 32,161 5,754 99,973 B – Exposure to credit risks Maturity of exposures (CR1-A) (in millions of euros) Sight <= 1 year > 1 year <= 5 years > 5 years No due date declared Total 1 Loans and advances 2,292 79,412 35,194 19,788 97,485 234,172 2 Debt securities 0 1,809 638 7,943 15,583 25,974 3 TOTAL 2,292 81,222 35,832 27,732 113,068 260,145
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 181 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Credit quality of forborne exposures (CQ1) (in millions of euros) Gross carrying amount/nominal amount for exposures to which forbearance measures have been extended Accumulated impairments, accumulated negative fair value variations due to credit risk and provisions o/w collateral and financial guarantees received on non-performing exposures to which forbearance measures have been extended Performing forborne Non-performing forborne o/w defaulted o/w depreciated On performing forborne exposures On non-performing forborne exposures Collateral and financial guarantees received on forborne exposures 005 Cash balances at central banks and other demand deposits - - - - - - - - 010 Loans and advances 1,286 1,058 1,058 1,052 (75) (449) 1,109 393 020 Central banks - 4 4 4 - (4) - - 030 Government institutions - 2 2 2 - (2) - - 040 Banks - - - - - - - - 050 Other financial companies - 55 55 55 - (41) 7 7 060 Non-financial companies 1,286 990 990 985 (75) (396) 1,101 385 070 Households - 6 6 6 - (4) 1 1 080 Debt securities - 18 18 18 - (4) - - 090 Loan commitments given 306 29 29 29 15 1 111 15 100 TOTAL 1,592 1,104 1,104 1,099 (90) (453) 1,220 408 The principles and methodology for calculating impairment losses are described in Note [5.3] of Chapter [5] “Consolidated financial statements and notes”. Credit quality of performing and non-performing exposures by days past due (CQ3) (in millions of euros) Gross carrying amount/nominal amount Performing exposures Not past due or past due ≤ 30 days Past due > 30 days ≤ 90 days Non- performing exposures Payment unlikely, but not past due or past due ≤ 90 days Past due > 90 days ≤ 180 days Past due > 180 days ≤ 1 year Past due > 1 year ≤ 2 years Past due > 2 years ≤ 5 years Past due > 5 years ≤ 7 years Past due > 7 years o/w defaulted 005 Cash balances at central banks and other demand deposits 50,991 50,991 - 0 0 - - - - - - 0 010 Loans and advances 137,001 136,708 293 2,255 1,626 6 288 95 137 18 85 2,255 020 Central banks 9 9 - 19 1 - - - 4 0 13 19 030 Government institutions 1,947 1,936 11 66 29 - 0 - 8 0 28 66 040 Banks 68,501 68,501 - 11 11 - - - - - 0 11 050 Other financial companies 12,847 12,824 23 92 63 - - - 1 - 29 92 060 Non-financial companies 52,852 52,600 252 2,050 1,514 6 287 88 123 18 14 2,050 070 o/w SMEs 3,922 3,840 83 75 28 1 10 19 5 0 13 75 080 Households 844 838 6 17 8 1 0 7 1 0 0 17 090 Debt securities 11,815 11,815 - 140 82 - - - 59 - 0 140 100 Central banks 35 35 - - - - - - - - - - 110 Government institutions 4,791 4,791 - - - - - - - - - - 120 Banks 3,637 3,637 - - - - - - - - - - 130 Other financial companies 2,556 2,556 - 84 25 - - - 59 - - 84 140 Non-financial companies 795 795 - 56 56 - - - - - 0 56 150 Loan commitments given 106,992 - - 435 - - - - - - - 435 160 Central banks 113 - - - - - - - - - - - 170 Government institutions 2,120 - - - - - - - - - - - 180 Banks 8,317 - - 3 - - - - - - - 3 190 Other financial companies 24,025 - - 0 - - - - - - - 0 200 Non-financial companies 72,317 - - 431 - - - - - - - 431 210 Households 99 - - 1 - - - - - - - 1 220 TOTAL 306,799 199,514 293 2,830 1,708 6 288 95 196 18 85 2,830 The principles concerning overdue exposures are presented in Note [7.7.4] of Chapter [5] “Consolidated financial statements and notes”.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 182 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Performing and non-performing exposures and corresponding provisions (EU CR1) (in millions of euros) Gross carrying amount/nominal amount Accumulated impairments, accumulated negative fair value variations due to credit risk and provisions Partial disposal from consolidated balance sheet Perfor- ming exposures o/w step 1 (a) o/w step 2 (a) (b) Non- perfor- ming exposures o/w step 2 o/w step 3 (b) Perfor- ming exposures – accu- mulated impair- ments and provisions o/w step 1 o/w step 2 (b) Non- perfor- ming exposures – accu- mulated impair- ments, accu- mulated negative fair value variations due to credit risk and provisions o/w step 2 o/w step 3 (2) Received colla- terals and financial guaran- tees On perfor- ming exposures On non- perfor- ming exposures 005 Cash balances at central banks and other demand deposits 50,991 50,984 8 0 0 0 (3) (1) (2) 0 0 0 0 244 0 010 Loans and advances 137,001 123,779 12,087 2,255 0 1,693 (327) (92) (231) (984) 0 (778) (234) 36,969 585 020 Central banks 9 0 9 19 0 15 0 0 0 (19) 0 (15) 0 0 0 030 Government institutions 1,947 1,543 382 66 0 66 (3) 0 (3) (35) 0 (35) 0 304 28 040 Banks 68,501 68,324 178 11 0 6 (38) (2) (36) (6) 0 (1) 0 296 0 050 Other financial companies 12,847 11,775 995 92 0 75 (11) (9) (2) (60) 0 (42) 0 4,434 26 060 Non-financial companies 52,852 41,302 10,515 2,050 0 1,514 (273) (80) (190) (851) 0 (671) (234) 31,121 529 070 o/w SMEs 3,922 3,260 662 75 0 74 (17) (6) (12) (50) 0 (50) 0 2,660 15 080 Households 844 835 9 17 0 17 (2) (1) 0 (14) 0 (14) 0 815 3 090 Debt securities 11,815 10,114 63 140 0 88 (1) (1) 0 (98) 0 (88) 0 0 0 100 Central banks 35 35 0 0 0 0 0 0 0 0 0 0 0 0 0 110 Government institutions 4,791 4,745 44 0 0 0 0 0 0 0 0 0 0 0 0 120 Banks 3,637 3,603 0 0 0 0 0 0 0 0 0 0 0 0 0 130 Other financial companies 2,556 1,030 19 84 0 84 0 0 0 (84) 0 (84) 0 0 0 140 Non-financial companies 795 701 0 56 0 4 (1) (1) 0 (14) 0 (4) 0 0 0 150 Off-balance sheet exposures 106,992 98,827 7,876 435 0 430 178 50 111 19 0 19 0 47,622 234 160 Central banks 113 113 0 0 0 0 0 0 0 0 0 0 0 68 0 170 Government institutions 2,120 1,914 207 0 0 0 0 0 0 0 0 0 0 460 0 180 Banks 8,317 7,707 610 3 0 3 2 1 1 0 0 0 0 448 0 190 Other financial companies 24,025 23,052 973 0 0 0 3 3 1 0 0 0 0 14,200 0 200 Non-financial companies 72,317 65,943 6,085 431 0 426 172 46 110 19 0 18 0 32,372 234 210 Households 99 98 1 1 0 1 0 0 0 0 0 0 0 75 1 220 TOTAL 306,799 283,704 20,034 2,830 0 2,211 (509) (144) (345) (1,101) 0 (884) (234) 84,835 820 Exposures recognized at amortized cost. (1) Excluding depreciated assets upon origination or acquisition. (2) Change in the stock of non-performing loans and advances (EU CR2) (in millions of euros) Gross carrying amount 010 Initial stock of non-performing loans and advances 3,098 020 Inflows of non-performing loans and advances 794 030 Outflows of non-performing loans and advances (1,695) 040 Outflows due to write-offs (467) 050 Outflows due to other situations (1,228) 060 Final stock of non-performing loans and advances 2,255
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 183 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Quality of non-performing exposures by geographical area (EU CQ4) (in millions of euros) Gross carrying amount/ nominal amount o/w default Accumulated impairment Provisions for off-balance sheet commitments and financial guarantees given Cumulative negative changes in fair value due to credit risk on non-performing exposures 010 On-balance sheet exposures 151,211 2,395 (1,408) (2) 020 France 90,949 804 (408) 0 030 United States 13,327 182 (93) 0 070 Other countries 46,935 1,409 (907) (2) 080 Off-balance sheet exposures 107,427 435 197 090 France 42,503 35 129 100 United States 28,802 212 24 140 Other countries 36,122 188 44 150 TOTAL 258,638 2,830 (1,408) 197 (2) Credit quality of loans and advances granted to non-financial companies by industry (EU CQ5) (in millions of euros) Gross carrying amount O/w non-performing Accumulated impairment Cumulative negative changes in fair value due to credit risk on non-performing exposures 010 A Agriculture, forestry and fishing 160 1 (1) 0 020 B Extractive industries 3,595 175 (102) 0 030 C Manufacturing industry 6,509 228 (144) 0 040 D Production and distribution of electricity, gas, steam and air conditioning 5,342 138 (29) 0 050 E Water supply 316 0 (1) 0 060 F Building and public works services 1,643 57 (35) 0 070 G Retail 7,377 516 (269) 0 080 H Transportation and storage 2,237 69 (41) 0 090 I Accommodation and catering 809 18 (55) 0 100 J Information and communication 1,796 17 (18) 0 110 K Financial and insurance activities 10,581 288 (252) 0 120 L Real estate activities 7,604 143 (65) 0 130 M Professional, scientific and technical activities 2,516 127 (31) 0 140 N Administrative and support service activities 2,171 138 (49) 0 150 O Public administration and defense, compulsory social security 0 0 0 0 160 P Education 30 1 (1) 0 170 Q Human health and social action 396 99 (12) 0 180 R Arts, entertainment and recreational activities 923 27 (14) 0 190 S Other services 897 7 (4) 0 200 LOANS AND ADVANCES 54,902 2,050 (1,124) 0
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 184 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Collateral obtained by taking possession and execution processes (EU CQ7) (in millions of euros) Collateral obtained by taking possession Value at initial recognition Cumulative negative changes 010 Property, plant and equipment 0.0 0.0 020 Other than property, plant and equipment 153.4 (6.4) 030 Residential real estate 0.0 0.0 040 Commercial real estate 0.0 0.0 050 Movable assets 0.0 0.0 060 Shareholders’ equity and debt securities 153.4 (6.4) 070 Others 0.0 0.0 080 TOTAL 153.4 (6.4) At December 31, 2022, Natixis has assets on its balance sheet obtained by taking possession of guarantees. These are variable-income securities classified as financial assets at fair value through other comprehensive income for €147 million at December 31, 2022 (€153.4 million initial value) and corresponding to securities received as part of the exercise of a guarantee. C – Credit risk: standard approach Credit risk exposures: standard approach Standard approach – Credit risk exposure and CRM effects (EU CR4) Exposure classes (in millions of euros) Exposures before CCF and before CRM Exposures after CCF and after CRM RWA and RWA density On-balance sheet exposures Off-balance sheet exposures On-balance sheet exposures Off-balance sheet exposures RWA RWA density (in %) 1 Central governments or central banks 3,914 4,063 12 1,334 33% 2 Regional governments or local authorities 187 193 32 17% 3 Public sector entities 619 216 659 107 63 8% 4 Multilateral development banks 5 International organizations 163 163 6 Institutions* 68,881 3,807 73,565 4,524 316 0% 7 Corporates 3,029 1,211 2,628 334 2,120 72% 8 Retail 875 186 233 23 179 70% 9 Exposures secured by mortgages on immovable property 327 2 327 1 138 42% 10 Defaulted exposures 68 1 57 0 72 126% 11 Particularly high risk exposures 12 Covered bonds 13 Institutions and corporates with a short-term credit assessment 43 8 44 1 35 76% 14 Collective investments undertakings 15 Equities 16 Other items 6,248 6,248 5,994 96% 17 TOTAL 84,355 5,431 88,179 5,004 10,283 11% Mainly exposures with Groupe BPCE institutions *
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 185 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 SA – Exposures (EAD) by asset classes and risk weighting (CR5) Exposure classes (in millions of euros) Risk weighting Total o/w unrated 0% 2% 4% 10% 20% 35% 50% 70% 75% 100% 150% 250% 370% 1,250% Others 1 Central governments or central banks 3,541 0 533 4,075 40 2 Regional governments or local authorities 31 161 193 144 3 Public sector entities 483 265 16 1 766 34 4 Multilateral development banks 5 International organizations 163 163 163 6 Institutions 75,832 1,732 294 16 215 78,089 77,779 7 Corporates 357 10 358 198 252 1,768 19 2,962 2,726 8 Retail exposures 256 256 255 9 Exposures secured by mortgages on immovable property 175 153 328 328 10 Defaulted exposures 27 30 57 57 11 Particularly high risk exposures 12 Covered bonds 13 Exposures to institutions and corporates with a short-term credit assessment 12 17 3 14 45 14 Units or shares of undertakings for collective investment 15 Equity exposures 16 Other items 31 5,354 863 6,248 6,242 17 TOTAL 80,438 1,732 743 533 400 252 256 7,369 63 533 863 93,183 87,768 D – Credit risk: internal ratings-based approach PD and LGD by geographic area (NX16) Geographic area (in %) EAD (in millions of euros) PD MP LGD MP Africa 3,270 6.4% 42.0% Others 8,744 2.2% 32.4% Asia 14,138 1.9% 39.3% Europe (outside EU) 17,089 2.0% 33.5% European Union 31,631 1.3% 28.3% North and South America 50,919 2.0% 23.6% France 75,129 1.2% 17.4% TOTAL AS AT 31/12/2022 200,919 1.6% 24.7% TOTAL AS AT 31/12/2021 208,197 2.1% 23.9%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 186 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 RWA flow statements of credit risk exposures under the IRB approach (CR8) (in millions of euros) Risk-weighted exposure amount 1 RISK-WEIGHTED EXPOSURE AMOUNT AT THE END OF THE PREVIOUS REPORTING PERIOD (31/12/2021) 38,750 2 Asset size (+/-) 232 3 Asset quality (+/-) 315 4 Model updates (+/-) 5 Methodology and policy (+/-) 6 Acquisitions and disposals (+/-) 7 Foreign exchange movements (+/-) 288 8 Others (+/-) * (1,885) 9 RISK-WEIGHTED EXPOSURE AMOUNT AT THE END OF THE REPORTING PERIOD (31/12/2022) 37,700 -€914 million in notes for guarantees included in Others. * IRB – internal rating – credit risk exposures by portfolio and PD range (CR6) A-IRB (in millions of euros) PD scale On- balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjust- ment and provisions Central govern- ments or central banks 0.00 to < 0.15 50,577 1,106 98.23% 51,856 9.23% 50 0.10% 0 (0) 0.00 to < 0.10 50,577 1,106 98.23% 51,856 9.23% 50 0.10% 0 (0) 0.10 to < 0.15 0.15 to < 0.25 23 249 7.81% 3 1 0.45% 0 (0) 0.25 to < 0.50 42 207 100.00% 303 0.02% 12.86% 4 12 4.00% 0 (0) 0.50 to < 0.75 311 7.07% 3 (0) 0.75 to < 2.50 1,331 0.01% 11.04% 3 30 2.22% 0 (0) 0.75 to < 1.75 490 13.10% 3 16 3.17% 0 (0) 1.75 to < 2.50 842 0.02% 9.84% 3 14 1.67% 0 (0) 2.50 to < 10.00 236 108 100.00% 1,358 0.09% 11.37% 3 77 5.68% 1 (1) 2.50 to < 5.00 236 108 100.00% 685 0.17% 10.45% 3 55 8.09% 1 (1) 5.00 to < 10.00 672 0.01% 12.31% 4 22 3.22% 0 (0) 10.00 to < 100.00 47 77 16.32% 38.05% 1 150 195.59% 8 (35) 10.00 to < 20.00 30 7.10% 1 20.00 to < 30.00 47 47 26.76% 57.86% 1 150 320.78% 8 (35) 30.00 to < 100.00 100.0 (default) 83 251 21.87% 28.92% 2 1 0.38% 65 (65) Sub-total 51,008 1,420 98.62% 55,737 0.12% 9.46% 0 321 0.58% 73 (101)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 187 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A-IRB (in millions of euros) PD scale On- balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjust- ment and provisions Insti- tutions 0.00 to < 0.15 5,104 1,259 48.98% 4,983 0.04% 40.58% 1 506 10.16% 1 (0) 0.00 to < 0.10 5,104 1,259 48.98% 4,983 0.04% 40.58% 1 506 10.16% 1 (0) 0.10 to < 0.15 0.15 to < 0.25 136 86 20.04% 170 0.18% 34.71% 1 40 23.80% 0 (0) 0.25 to < 0.50 276 140 76.16% 391 0.29% 45.33% 158 40.26% 1 (0) 0.50 to < 0.75 41 309 21.61% 407 0.17% 41.79% 1 142 35.04% 0 (0) 0.75 to < 2.50 35 386 27.25% 656 0.27% 43.12% 2 288 43.96% 1 (1) 0.75 to < 1.75 28 315 28.88% 478 0.31% 45.36% 2 240 50.12% 1 (0) 1.75 to < 2.50 7 71 20.00% 177 0.17% 37.09% 2 48 27.32% 0 (0) 2.50 to < 10.00 152 1,050 23.87% 572 2.09% 65.64% 1 929 162.33% 10 (5) 2.50 to < 5.00 142 996 24.06% 535 2.02% 66.26% 1 853 159.46% 9 (3) 5.00 to < 10.00 10 55 20.51% 38 3.13% 56.87% 1 76 203.25% 1 (2) 10.00 to < 100.00 0 12 0.18% 35.94% 2 3 25.17% 0 (0) 10.00 to < 20.00 0 12 0.18% 35.94% 2 3 25.17% 0 (0) 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) 25 8 49.35% 68 42.33% 60.05% 2 14 21.23% 19 (19) Sub-total 5,769 3,238 36.05% 7,259 0.64% 43.15% 1 2,082 28.68% 32 (26) Corpo- rates – SMEs 0.00 to < 0.15 97 2 20.00% 0 0.14% 43.76% 1 0 21.54% 0 (0) 0.00 to < 0.10 97 0 20.00% 0 0.03% 43.76% 4 0 20.51% 0 (0) 0.10 to < 0.15 0 2 20.00% 0 0.15% 43.76% 1 0 21.62% 0 (0) 0.15 to < 0.25 12 3 20.00% 12 0.17% 42.09% 2 16.98% 0 (0) 0.25 to < 0.50 45 118 99.46% 158 0.39% 20.01% 4 38 24.10% 0 (0) 0.50 to < 0.75 180 161 98.65% 315 0.57% 36.11% 3 177 56.22% 1 (1) 0.75 to < 2.50 548 171 96.47% 630 1.48% 39.39% 2 456 72.42% 4 (3) 0.75 to < 1.75 477 148 97.60% 527 1.36% 41.23% 2 379 71.93% 3 (3) 1.75 to < 2.50 71 23 89.06% 103 2.10% 29.95% 4 77 74.97% 1 (1) 2.50 to < 10.00 230 75 96.89% 227 3.59% 36.83% 2 187 82.56% 3 (5) 2.50 to < 5.00 201 71 96.95% 210 3.39% 36.36% 2 169 80.30% 3 (4) 5.00 to < 10.00 29 4 95.85% 16 6.20% 42.85% 2 18 111.45% 0 (0) 10.00 to < 100.00 13 19 68.62% 13 12.48% 42.01% 2 19 154.74% 1 (0) 10.00 to < 20.00 13 18 72.01% 12 12.43% 42.01% 2 19 154.50% 1 (0) 20.00 to < 30.00 30.00 to < 100.00 1 20.00% 0 30.95% 43.76% 1 0 244.84% 0 (0) 100.0 (default) 26 8 88.25% 21 100.00% 43.65% 3 26 122.72% 9 (9) Sub-total 1,150 557 95.99% 1,378 3.12% 36.10% 2 907 65.85% 17 (18)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 188 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A-IRB (in millions of euros) PD scale On- balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjust- ment and provisions Corpo- rates – Specia- lized Lending 0.00 to < 0.15 1,329 675 92.87% 1,810 0.06% 17.82% 4 207 11.42% 0 (1) 0.00 to < 0.10 1,329 675 92.87% 1,810 0.06% 17.82% 4 207 11.42% 0 (1) 0.10 to < 0.15 0.15 to < 0.25 721 622 93.63% 1,235 0.16% 12.32% 3 168 13.57% 0 (1) 0.25 to < 0.50 1,657 1,162 72.95% 2,048 0.30% 15.30% 3 425 20.74% 1 (2) 0.50 to < 0.75 3,320 3,758 65.77% 4,683 0.52% 17.94% 3 1,339 28.59% 4 (3) 0.75 to < 2.50 6,835 4,493 58.76% 6,927 1.24% 19.11% 3 3,168 45.74% 16 (39) 0.75 to < 1.75 5,175 3,680 58.97% 5,506 1.04% 19.12% 3 2,372 43.07% 11 (18) 1.75 to < 2.50 1,660 812 57.80% 1,422 2.00% 19.08% 3 797 56.05% 5 (20) 2.50 to < 10.00 1,811 568 49.62% 1,311 4.21% 18.89% 2 831 63.37% 10 (47) 2.50 to < 5.00 949 223 59.47% 728 2.99% 18.77% 2 400 54.97% 4 (13) 5.00 to < 10.00 861 345 43.25% 583 5.73% 19.03% 3 431 73.87% 6 (34) 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) 376 160 66.64% 403 100.00% 60.43% 3 284 70.33% 106 (106) Sub-total 16,050 11,438 66.07% 18,418 3.14% 18.70% 3 6,421 34.86% 138 (198) Corpo- rates – Other 0.00 to < 0.15 11,862 23,689 68.45% 21,371 0.05% 36.25% 2 3,144 14.71% 4 (13) 0.00 to < 0.10 11,848 23,548 68.32% 21,317 0.05% 36.26% 2 3,130 14.68% 4 (13) 0.10 to < 0.15 15 141 90.23% 54 0.13% 33.04% 2 14 25.61% 0 (0) 0.15 to < 0.25 5,157 10,057 74.20% 10,260 0.12% 32.27% 2 2,232 21.76% 4 (7) 0.25 to < 0.50 6,191 8,316 68.48% 9,892 0.22% 31.46% 2 2,872 29.03% 6 (7) 0.50 to < 0.75 4,031 9,127 69.40% 7,784 0.38% 32.41% 2 3,016 38.75% 10 (7) 0.75 to < 2.50 8,186 9,880 64.07% 12,009 1.01% 31.75% 2 6,923 57.65% 40 (47) 0.75 to < 1.75 6,438 6,937 64.56% 9,475 0.80% 31.67% 2 5,031 53.09% 25 (27) 1.75 to < 2.50 1,747 2,943 62.90% 2,534 1.79% 32.04% 2 1,892 74.66% 15 (20) 2.50 to < 10.00 4,575 4,192 71.49% 6,414 3.88% 33.53% 3 6,620 103.22% 86 (156) 2.50 to < 5.00 2,930 3,228 69.67% 4,361 3.04% 33.44% 3 4,129 94.69% 46 (67) 5.00 to < 10.00 1,645 964 77.60% 2,053 5.68% 33.71% 3 2,491 121.32% 40 (90) 10.00 to < 100.00 527 192 65.11% 572 7.79% 33.82% 1 479 83.77% 14 (10) 10.00 to < 20.00 433 156 65.14% 461 6.45% 34.47% 1 373 80.83% 10 (7) 20.00 to < 30.00 24 25 64.30% 35 24.77% 30.99% 2 62 175.11% 3 (2) 30.00 to < 100.00 70 11 66.48% 75 8.07% 31.18% 1 45 59.13% 2 (1) 100.0 (default) 2,116 254 31.48% 2,056 94.30% 41.72% 2 1,449 70.51% 1,079 (1,079) Sub-total 42,646 65,708 68.85% 70,357 3.45% 33.70% 2 26,735 38.00% 1,243 (1,328)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 189 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A-IRB (in millions of euros) PD scale On- balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjust- ment and provisions Retail – Secured by real estate SME 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total Retail – Secured by real estate non-SME 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 190 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A-IRB (in millions of euros) PD scale On- balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjust- ment and provisions Retail – Qualifying revolving 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total Retail – Other SMEs 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 191 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A-IRB (in millions of euros) PD scale On- balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjust- ment and provisions Retail – Other non- SMEs 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total A-IRB 0.00 to < 0.15 68,969 26,732 69.38% 80,020 0.02% 18.59% 1 3,907 4.88% 5 (15) 0.00 to < 0.10 68,955 26,589 69.27% 79,966 0.02% 18.58% 1 3,893 4.87% 5 (15) 0.10 to < 0.15 15 143 89.37% 55 0.13% 33.11% 2 14 25.59% 0 (0) 0.15 to < 0.25 6,049 10,769 74.88% 11,926 0.12% 29.74% 2 2,443 20.49% 4 (8) 0.25 to < 0.50 8,211 9,944 70.13% 12,792 0.23% 28.72% 2 3,505 27.40% 8 (10) 0.50 to < 0.75 7,572 13,354 67.63% 13,501 0.42% 27.18% 2 4,675 34.63% 15 (11) 0.75 to < 2.50 15,604 14,929 61.89% 21,554 1.01% 26.98% 2 10,866 50.41% 61 (91) 0.75 to < 1.75 12,119 11,080 62.13% 16,477 0.86% 27.63% 2 8,037 48.78% 40 (49) 1.75 to < 2.50 3,485 3,848 61.19% 5,077 1.51% 24.87% 2 2,828 55.70% 22 (42) 2.50 to < 10.00 7,004 5,994 61.90% 9,882 3.29% 30.48% 3 8,645 87.48% 110 (214) 2.50 to < 5.00 4,459 4,625 60.48% 6,520 2.66% 32.17% 3 5,607 86.00% 62 (88) 5.00 to < 10.00 2,546 1,368 66.71% 3,363 4.53% 27.19% 3 3,038 90.34% 48 (126) 10.00 to < 100.00 587 211 65.43% 673 8.71% 34.49% 1 651 96.74% 23 (45) 10.00 to < 20.00 446 174 65.85% 516 6.07% 33.10% 1 395 76.59% 10 (8) 20.00 to < 30.00 71 25 64.30% 82 25.91% 46.33% 1 212 258.27% 10 (36) 30.00 to < 100.00 70 13 61.81% 75 8.08% 31.19% 1 45 59.21% 2 (1) 100.0 (default) 2,626 429 45.94% 2,799 87.41% 43.72% 2 1,775 63.40% 1,278 (1,278) TOTAL AS AT 31/12/2022 116,623 82,361 67.87% 153,148 2.07% 23.54% 2 36,466 23.81% 1,504 (1,670)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 192 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 F-IRB (in millions of euros) PD scale On-balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjustment and provisions Central govern- ments or central banks 0.00 to < 0.15 3 3 1 45.00% 2 0.00 to < 0.10 3 3 1 45.00% 2 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 649 649 0.38% 3 45.00% 2 421 64.85% 1 (0) 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total 652 652 0.38% 4 45.00% 2 421 64.55% 1 (0) Institu- tions 0.00 to < 0.15 8 50.00% 4 0.07% 13 45.00% 2 1 33.67% 0 (0) 0.00 to < 0.10 8 50.00% 4 0.07% 13 45.00% 2 1 33.67% 0 (0) 0.10 to < 0.15 0.15 to < 0.25 1 50.00% 1 0.20% 5 45.00% 2 0 59.56% 0 (0) 0.25 to < 0.50 0 50.00% 0 0.36% 1 45.00% 2 0 82.89% 0 (0) 0.50 to < 0.75 86 74.91% 65 0.60% 2 11.38% 2 13 20.34% 0 (0) 0.75 to < 2.50 0 1 50.00% 0 0.97% 3 45.00% 2 0 123.90% 0 (0) 0.75 to < 1.75 0 1 50.00% 0 0.97% 3 45.00% 2 0 123.90% 0 (0) 1.75 to < 2.50 2.50 to < 10.00 0 50.00% 0 3.14% 1 45.00% 2 0 168.28% 0 (0) 2.50 to < 5.00 0 50.00% 0 3.14% 1 45.00% 2 0 168.28% 0 (0) 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total 0 97 72.10% 70 0.57% 25 14.02% 2 16 22.33% 0 (0)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 193 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 F-IRB (in millions of euros) PD scale On-balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjustment and provisions Corpo- rates – SMEs 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0 0 0.17% 1 45.00% 2 0 36.20% 0 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 2 0 20.00% 2 2.17% 5 44.43% 2 1 74.92% 0 (0) 0.75 to < 1.75 0 0 1.69% 1 45.00% 2 0 115.92% 0 (0) 1.75 to < 2.50 2 0 20.00% 2 2.19% 4 44.40% 2 1 72.83% 0 (0) 2.50 to < 10.00 176 101 36.12% 202 4.31% 189 43.99% 2 229 113.38% 4 (2) 2.50 to < 5.00 129 84 35.73% 150 3.54% 132 43.82% 2 167 110.68% 2 (1) 5.00 to < 10.00 47 16 38.13% 51 6.57% 57 44.49% 2 62 121.27% 1 (1) 10.00 to < 100.00 29 15 31.52% 32 21.64% 77 43.90% 2 51 158.36% 3 (2) 10.00 to < 20.00 17 12 34.63% 20 12.17% 54 43.54% 2 29 145.06% 1 (1) 20.00 to < 30.00 30.00 to < 100.00 11 3 20.00% 12 37.56% 23 44.51% 2 22 180.72% 2 (1) 100.0 (default) 15 3 22.29% 16 100.00% 44 44.28% 2 7 (3) Sub-total 222 119 35.15% 252 12.48% 316 44.00% 2 281 111.80% 14 (7) Corpo- rates – Specia- lized Lending 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.50 2.50 to < 10.00 2.50 to < 5.00 5.00 to < 10.00 10.00 to < 100.00 10.00 to < 20.00 20.00 to < 30.00 30.00 to < 100.00 100.0 (default) Sub-total
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 194 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 F-IRB (in millions of euros) PD scale On-balance sheet exposures Off- balance sheet exposures before CCF Weighted average CCF Exposures after CCF and after CRM Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Weighted exposure amount after supple- mentary factors Density of weighted exposure amount Amount of expected losses Value adjustment and provisions Corpo- rates – Other 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 85 12 20.30% 87 1.90% 16 44.90% 2 104 119.14% 1 (0) 0.75 to < 1.75 37 3 20.00% 38 1.52% 6 44.88% 2 42 112.08% 0 (0) 1.75 to < 2.50 48 9 20.40% 49 2.19% 10 44.92% 2 62 124.50% 0 (0) 2.50 to < 10.00 153 56 56.96% 178 4.36% 109 44.56% 2 253 142.43% 3 (1) 2.50 to < 5.00 112 42 64.03% 132 3.42% 73 44.60% 2 178 134.49% 2 (1) 5.00 to < 10.00 42 14 35.33% 45 7.12% 36 44.45% 2 75 165.80% 1 (0) 10.00 to < 100.00 66 19 57.86% 74 16.98% 44 44.44% 2 160 216.46% 6 (2) 10.00 to < 20.00 52 17 61.73% 60 12.07% 37 44.45% 2 128 211.65% 3 (1) 20.00 to < 30.00 30.00 to < 100.00 13 2 20.00% 13 39.08% 7 44.41% 2 32 238.10% 2 (1) 100.0 (default) 7 6 20.07% 9 100.00% 10 44.33% 2 4 (2) Sub-total 311 93 50.14% 347 8.79% 179 44.61% 2 516 148.80% 14 (5) F-IRB 0.00 to < 0.15 3 8 50.00% 7 0.04% 14 45.00% 2 1 19.53% 0 (0) 0.00 to < 0.10 3 8 50.00% 7 0.04% 14 45.00% 2 1 19.53% 0 (0) 0.10 to < 0.15 0.15 to < 0.25 0 1 50.00% 1 0.20% 6 45.00% 2 0 59.56% 0 (0) 0.25 to < 0.50 649 0 50.00% 650 0.38% 4 45.00% 2 421 64.86% 1 (0) 0.50 to < 0.75 86 74.91% 65 0.60% 2 11.38% 2 13 20.34% 0 (0) 0.75 to < 2.50 87 13 21.92% 89 1.90% 24 44.89% 2 106 118.20% 1 (0) 0.75 to < 1.75 37 4 25.84% 38 1.52% 10 44.88% 2 43 112.21% 0 (0) 1.75 to < 2.50 49 9 20.39% 51 2.19% 14 44.90% 2 63 122.64% 1 (0) 2.50 to < 10.00 329 157 43.59% 379 4.33% 299 44.26% 2 482 126.98% 7 (3) 2.50 to < 5.00 241 127 45.19% 283 3.48% 206 44.19% 2 345 121.84% 4 (2) 5.00 to < 10.00 89 30 36.85% 96 6.83% 93 44.47% 2 137 142.07% 3 (1) 10.00 to < 100.00 94 35 46.14% 106 18.40% 121 44.28% 2 211 198.76% 9 (4) 10.00 to < 20.00 70 30 50.61% 81 12.10% 91 44.22% 2 157 194.90% 4 (2) 20.00 to < 30.00 30.00 to < 100.00 24 5 20.00% 25 38.36% 30 44.46% 2 54 210.94% 4 (2) 100.0 (default) 22 9 20.80% 24 100.00% 54 44.30% 2 11 (5) TOTAL AS AT 31/12/2022 1,185 310 51.26% 1,321 4.90% 524 43.07% 2 1,234 93.44% 29 (12)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 195 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Internal rating – Post-control of PD by exposure category (fixed PD scale) (EU CR9) Advanced IRB Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Central governments or central banks 0.00 to < 0.15 52 0.00 to < 0.10 52 0.10 to < 0.15 0.15 to < 0.25 4 0.2% 0.25 to < 0.50 2 0.0% 0.4% 0.50 to < 0.75 0.75 to < 2.50 0.0% 0.75 to < 1.75 1.75 to < 2.5 0.0% 2.50 to < 10.00 8 0.1% 3.2% 2.5 to < 5 8 0.2% 3.2% 5 to < 10 0.0% 10.00 to < 100.00 7 1 14.3% 16.3% 23.4% 4.0% 10 to < 20 20 to < 30 7 1 14.3% 26.8% 23.4% 4.0% 30.00 to < 100.00 100.0 (default) 7 21.9% 100.0% Institutions 0.00 to < 0.15 193 0.0% 0.1% 0.00 to < 0.10 193 0.0% 0.1% 0.10 to < 0.15 0.15 to < 0.25 32 0.2% 0.2% 0.25 to < 0.50 33 0.3% 0.3% 0.50 to < 0.75 22 1 4.6% 0.2% 0.6% 0.7% 0.75 to < 2.50 40 0.3% 1.6% 0.75 to < 1.75 21 0.3% 1.2% 1.75 to < 2.5 19 0.2% 2.1% 2.50 to < 10.00 51 2.1% 3.8% 2.5 to < 5 42 2.0% 3.4% 5 to < 10 9 3.1% 5.7% 10.00 to < 100.00 1 0.2% 10.6% 10 to < 20 1 0.2% 10.6% 20 to < 30 30.00 to < 100.00 100.0 (default) 5 42.3% 100.0% Corporates – SMEs 0.00 to < 0.15 15 0.1% 0.1% 0.2% 0.00 to < 0.10 14 0.0% 0.1% 0.4% 0.10 to < 0.15 1 0.2% 0.2% 0.15 to < 0.25 12 0.2% 0.2% 0.25 to < 0.50 18 1 5.6% 0.4% 0.4% 0.2% 0.50 to < 0.75 38 0.6% 0.6% 0.2% 0.75 to < 2.50 81 1 1.2% 1.5% 1.4% 0.4% 0.75 to < 1.75 78 1 1.3% 1.4% 1.4% 0.4% 1.75 to < 2.5 3 2.1% 2.2% 2.50 to < 10.00 167 3 1.8% 3.6% 3.8% 1.3% 2.5 to < 5 148 3 2.0% 3.4% 3.4% 1.1% 5 to < 10 19 6.2% 6.9% 1.9% 10.00 to < 100.00 39 12.5% 12.7% 3.3% 10 to < 20 37 12.4% 11.7% 2.7% 20 to < 30 9.4% 30.00 to < 100.00 2 31.0% 31.0% 11.6% 100.0 (default) 38 100.0% 100.0%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 196 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Corporates – Specialized Lending 0.00 to < 0.15 48 0.1% 0.1% 0.00 to < 0.10 48 0.1% 0.1% 0.10 to < 0.15 0.15 to < 0.25 45 0.2% 0.2% 0.25 to < 0.50 103 0.3% 0.3% 0.50 to < 0.75 193 1 0.5% 0.5% 0.5% 0.2% 0.75 to < 2.50 259 1 0.4% 1.2% 1.3% 1.8% 0.75 to < 1.75 196 1 0.5% 1.0% 1.1% 1.2% 1.75 to < 2.5 63 2.0% 2.0% 3.1% 2.50 to < 10.00 95 6 6.3% 4.2% 3.9% 6.3% 2.5 to < 5 63 6 9.5% 3.0% 3.0% 6.3% 5 to < 10 32 5.7% 5.7% 6.5% 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default) 31 100.0% 100.0% Corporates – Other 0.00 to < 0.15 387 0.1% 0.1% 0.00 to < 0.10 378 0.1% 0.1% 0.10 to < 0.15 9 0.1% 0.2% 0.15 to < 0.25 188 0.1% 0.2% 0.2% 0.25 to < 0.50 178 0.2% 0.3% 0.50 to < 0.75 183 1 0.6% 0.4% 0.6% 0.6% 0.75 to < 2.50 339 3 0.9% 1.0% 1.4% 0.8% 0.75 to < 1.75 259 2 0.8% 0.8% 1.2% 0.8% 1.75 to < 2.5 80 1 1.3% 1.8% 2.2% 1.0% 2.50 to < 10.00 467 6 1.3% 3.9% 4.2% 1.8% 2.5 to < 5 351 5 1.4% 3.0% 3.4% 1.6% 5 to < 10 116 1 0.9% 5.7% 6.9% 3.8% 10.00 to < 100.00 156 4 2.6% 7.8% 12.7% 2.4% 10 to < 20 149 4 2.7% 6.5% 11.9% 2.4% 20 to < 30 1 24.8% 24.8% 6.9% 30.00 to < 100.00 6 8.1% 31.0% 2.9% 100.0 (default) 116 94.3% 100.0% Retail – Secured by real estate SME 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 3.3% 0.75 to < 2.50 1.6% 0.75 to < 1.75 1.5% 1.75 to < 2.5 1.8% 2.50 to < 10.00 3.7% 2.5 to < 5 3.3% 5 to < 10 4.3% 10.00 to < 100.00 3.3% 10 to < 20 4.6% 20 to < 30 3.2% 30.00 to < 100.00 100.0 (default)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 197 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Retail – Secured by real estate non-SME 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.5 2.50 to < 10.00 2.5 to < 5 5 to < 10 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default) Retail – Qualifying revolving 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.5 2.50 to < 10.00 2.5 to < 5 5 to < 10 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default) Retail – Other SMEs 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.1% 0.50 to < 0.75 0.5% 0.75 to < 2.50 0.3% 0.75 to < 1.75 0.2% 1.75 to < 2.5 0.5% 2.50 to < 10.00 0.8% 2.5 to < 5 0.4% 5 to < 10 1.1% 10.00 to < 100.00 3.2% 10 to < 20 1.6% 20 to < 30 3.6% 30.00 to < 100.00 5.2% 100.0 (default)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 198 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Retail – Other non-SMEs 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.5 2.50 to < 10.00 2.5 to < 5 5 to < 10 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default) Advanced IRB 0.00 to < 0.15 695 0.0% 0.1% 0.0% 0.00 to < 0.10 685 0.0% 0.1% 0.0% 0.10 to < 0.15 10 0.1% 0.2% 0.15 to < 0.25 281 0.1% 0.2% 0.1% 0.25 to < 0.50 334 1 0.3% 0.2% 0.3% 0.1% 0.50 to < 0.75 436 3 0.7% 0.4% 0.6% 0.5% 0.75 to < 2.50 719 5 0.7% 1.0% 1.4% 0.5% 0.75 to < 1.75 554 4 0.7% 0.9% 1.2% 0.4% 1.75 to < 2.5 165 1 0.6% 1.5% 2.1% 0.8% 2.50 to < 10.00 788 15 1.9% 3.3% 4.1% 1.4% 2.5 to < 5 612 14 2.3% 2.7% 3.4% 1.3% 5 to < 10 176 1 0.6% 4.5% 6.6% 1.6% 10.00 to < 100.00 203 5 2.5% 8.7% 13.1% 2.9% 10 to < 20 187 4 2.1% 6.1% 11.9% 2.3% 20 to < 30 8 1 12.5% 25.9% 23.6% 3.7% 30.00 to < 100.00 8 8.1% 31.0% 5.5% 100.0 (default) 197 87.4% 100.0% Simple IRB Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Central governments or central banks 0.00 to < 0.15 1 0.00 to < 0.10 1 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 3 0.4% 0.4% 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.5 2.50 to < 10.00 2.5 to < 5 5 to < 10 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 199 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Institutions 0.00 to < 0.15 11 0.1% 0.1% 0.00 to < 0.10 11 0.1% 0.1% 0.10 to < 0.15 0.15 to < 0.25 2 0.2% 0.2% 0.25 to < 0.50 3 0.4% 0.4% 0.50 to < 0.75 1 0.6% 0.6% 0.75 to < 2.50 4 1.0% 1.9% 0.75 to < 1.75 1 1.0% 1.5% 1.75 to < 2.5 3 2.0% 2.50 to < 10.00 1 3.1% 4.4% 2.5 to < 5 1 3.1% 4.4% 5 to < 10 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default) Corporates – SMEs 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.2% 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 2.2% 2.0% 0.75 to < 1.75 1.7% 1.3% 1.75 to < 2.5 2.2% 5.8% 2.50 to < 10.00 169 4 2.4% 4.3% 4.5% 4.9% 2.5 to < 5 119 2 1.7% 3.5% 3.5% 3.7% 5 to < 10 50 2 4.0% 6.6% 6.8% 8.2% 10.00 to < 100.00 65 5 7.7% 21.6% 14.9% 3.5% 10 to < 20 57 4 7.0% 12.2% 12.0% 2.3% 20 to < 30 1 24.8% 30.00 to < 100.00 7 1 14.3% 37.6% 37.6% 16.1% 100.0 (default) 47 100.0% 100.0% Corporates – Specialized Lending 0.00 to < 0.15 0.00 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 0.75 to < 1.75 1.75 to < 2.5 2.50 to < 10.00 2.5 to < 5 5 to < 10 10.00 to < 100.00 10 to < 20 20 to < 30 30.00 to < 100.00 100.0 (default)
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 200 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Exposure classes PD scale Number of obligors at the end of the previous year Average default rate observed (in %) Weighted average PD (in %) Average PD (in %) Average annual historic default rate observed (in %) o/w number of obligors who defaulted during the year Corporates – Other 0.00 to < 0.15 0.7% 0.00 to < 0.10 0.4% 0.10 to < 0.15 16.7% 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 11 1.9% 2.2% 1.4% 0.75 to < 1.75 1.5% 0.7% 1.75 to < 2.5 11 2.2% 2.2% 7.8% 2.50 to < 10.00 71 1 1.4% 4.4% 4.8% 2.0% 2.5 to < 5 44 3.4% 3.5% 0.4% 5 to < 10 27 1 3.7% 7.1% 7.0% 9.1% 10.00 to < 100.00 22 1 4.6% 17.0% 13.5% 2.3% 10 to < 20 20 1 5.0% 12.1% 12.1% 2.4% 20 to < 30 1 24.8% 30.00 to < 100.00 1 39.1% 31.0% 100.0 (default) 9 100.0% 100.0% Simple IRB 0.00 to < 0.15 12 0.0% 0.1% 0.5% 0.00 to < 0.10 12 0.0% 0.1% 0.3% 0.10 to < 0.15 16.7% 0.15 to < 0.25 2 0.2% 0.2% 0.25 to < 0.50 6 0.4% 0.4% 0.50 to < 0.75 1 0.6% 0.6% 0.75 to < 2.50 15 1.9% 2.1% 1.7% 0.75 to < 1.75 1 1.5% 1.5% 1.0% 1.75 to < 2.5 14 2.2% 2.2% 6.4% 2.50 to < 10.00 241 5 2.1% 4.3% 4.6% 3.8% 2.5 to < 5 164 2 1.2% 3.5% 3.5% 2.4% 5 to < 10 77 3 3.9% 6.8% 6.9% 8.5% 10.00 to < 100.00 87 6 6.9% 18.4% 14.6% 3.2% 10 to < 20 77 5 6.5% 12.1% 12.0% 2.3% 20 to < 30 2 24.8% 30.00 to < 100.00 8 1 12.5% 38.4% 36.8% 15.4% 100.0 (default) 56 100.0% 100.0%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 201 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Scope of NA and SA approaches (EU CR6-A) (in millions of euros) Exposure at default within the meaning of Article 166 of the CRR for IRB exposures Total exposure at default of exposures under standardized and IRB approaches Percentage of total exposure at default subject to permanent partial use of SA (in %) Percentage of total exposure at default subject to IRB approach (in %) Percentage of total exposure at default subject to deployment plan (in %) 1 Central governments or central banks 66,171 75,999 7.03% 92.97% 1.1 o/w Regional or local authorities 284 100.00% 1.2 o/w Public sector entities 963 100.00% 2 Institutions 24,696 178,633 65.66% 9.90% 24.44% 3 Corporates 119,419 138,503 2.78% 0.45% 96.77% 3.1 o/w Corporates – Specialized Financing, excluding referral approach 23,159 100.00% 3.2 o/w Corporates – Specialized Financing as part of the referencing approach 4 Retail 1,259 100.00% 4.1 o/w Retail– secured by SMEs real estate 209 100.00% 4.2 o/w Retail – secured by non-SMEs real estate 119 100.00% 4.3 o/w Retail – qualifying revolving exposures 4.4 o/w Retail – other SMEs 150 100.00% 4.5 o/w Retail – other non-SMEs 781 100.00% 5 Equities 2,655 2,655 100.00% 6 Other assets not corresponding to credit obligations 6,248 99.33% 0.67% 7 TOTAL AS AT 31/12/2022 212,942 403,297 33.21% 4.55% 62.23% TOTAL AS AT 31/12/2021 369,414 389,868 34.66% 4.17% 61.17% Internal rating – specialized lending and equities under the simple risk weighting method (excluding impact of thresholds) (CR10.1 to CR10.5) CR10.1 Regulatory categories (in millions of euros) Specialized lending: Project financing (referencing approach) Residual maturity On-balance sheet exposures Off-balance sheet exposures Risk weighting Exposure at default Risk- weighted exposure amount Amount of expected losses Class 1 Less than 2.5 years 50% Equal to or more than 2.5 years 70% Class 2 Less than 2.5 years 70% Equal to or more than 2.5 years 90% Class 3 Less than 2.5 years 115% Equal to or more than 2.5 years 115% Class 4 Less than 2.5 years 250% Equal to or more than 2.5 years 250% Class 5 Less than 2.5 years - Equal to or more than 2.5 years - TOTAL as at 31/12/2022 Less than 2.5 years Equal to or more than 2.5 years Total as at 31/12/2021 Less than 2.5 years Equal to or more than 2.5 years
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 202 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 CR10.2 Regulatory categories (in millions of euros) Specialized lending: Revenue-generating properties and high-volatility commercial properties (referencing approach) Residual maturity On-balance sheet exposures Off-balance sheet exposures Risk weighting Exposure at default Risk- weighted exposure amount Amount of expected losses Class 1 Less than 2.5 years 50% Equal to or more than 2.5 years 70% Class 2 Less than 2.5 years 70% Equal to or more than 2.5 years 90% Class 3 Less than 2.5 years 115% Equal to or more than 2.5 years 115% Class 4 Less than 2.5 years 250% Equal to or more than 2.5 years 250% Class 5 Less than 2.5 years - Equal to or more than 2.5 years - TOTAL as at 31/12/2022 Less than 2.5 years Equal to or more than 2.5 years Total as at 31/12/2021 Less than 2.5 years Equal to or more than 2.5 years CR10.3 Regulatory categories (in millions of euros) Specialized Financing: Object financing (referencing approach) Residual maturity On-balance sheet exposures Off-balance sheet exposures Risk weighting Exposure at default Risk- weighted exposure amount Amount of expected losses Class 1 Less than 2.5 years 50% Equal to or more than 2.5 years 70% Class 2 Less than 2.5 years 70% Equal to or more than 2.5 years 90% Class 3 Less than 2.5 years 115% Equal to or more than 2.5 years 115% Class 4 Less than 2.5 years 250% Equal to or more than 2.5 years 250% Class 5 Less than 2.5 years - Equal to or more than 2.5 years - TOTAL as at 31/12/2022 Less than 2.5 years Equal to or more than 2.5 years Total as at 31/12/2021 Less than 2.5 years Equal to or more than 2.5 years
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 203 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 CR10.4 Regulatory categories (in millions of euros) Specialized Financing: commodities financing (referencing approach) Residual maturity On-balance sheet exposures Off-balance sheet exposures Risk weighting Exposure at default Risk- weighted exposure amount Amount of expected losses Class 1 Less than 2.5 years 50% Equal to or more than 2.5 years 70% Class 2 Less than 2.5 years 70% Equal to or more than 2.5 years 90% Class 3 Less than 2.5 years 115% Equal to or more than 2.5 years 115% Class 4 Less than 2.5 years 250% Equal to or more than 2.5 years 250% Class 5 Less than 2.5 years - Equal to or more than 2.5 years - TOTAL as at 31/12/2022 Less than 2.5 years Equal to or more than 2.5 years Total as at 31/12/2021 Less than 2.5 years Equal to or more than 2.5 years CR10.5 Classes (in millions of euros) Equity financing exposures subject to the simple weighting method On-balance sheet exposures Off-balance sheet exposures Risk weighting Exposure at default Risk- weighted exposure amount Amount of expected losses Private Equity exposures 634 176 190% 810 1,539 6 Listed share exposures 521 290% 521 1,512 4 Other equity exposures 689 370% 689 2,550 17 TOTAL AS AT 31/12/2022 1,845 176 2,020 5,601 27 Table CR10 – Equities: See Table CR10.5 Breakdown of equity exposures by main Natixis business line (NX23) Division (in millions of euros) 31/12/2022 31/12/2021 Fair value EAD Fair value EAD Corporate & Investment Banking 317 317 247 232 Asset & Wealth Management 1,912 2,088 2,434 2,601 Corporate Center business lines (a) 158 250 2,965 3,057 TOTAL 2,387 2,655 5,646 5,890 Including NCIB support. (a) EAD by type and nature of exposure (excluding impact of thresholds) (NX24) Type and nature of exposure Equity Mutual funds Investments Total as at 31/12/2022 Total as at 31/12/2021 Private Equity held in sufficiently diversified portfolios 810 810 882 Other equity exposures 364 15 310 689 3,198 Listed equities 11 413 97 521 816 Equity – standard approach TOTAL 1,186 428 407 2,020 4,896
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 204 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 RWA by weighting (excluding impact of thresholds) (NX25) Type and nature of exposure (in millions of euros) IRB approach Standard approach Total as at 31/12/2022 Total as at 31/12/2021 Private Equity held in sufficiently diversified portfolios 1,539 1,539 1,676 Other equity exposures* 2,550 2,550 11,834 Listed equities 1,512 1,512 2,365 Equity – standard approach TOTAL 5,601 5,601 15,875 The transfer of the Insurance and Payments activities to BPCE contributed €9.9 billion to the decrease observed in 2022 * Information on loans and advances subject to legislative and non-legislative moratoria Natixis has not granted moratoria as defined by the EBA (EBA/GL/2020/07 Guidelines). Information on new loans and advances provided under government guaranteed schemes in response to the COVID-19 crisis (in millions of euros) Gross carrying amount Maximum amount of guarantee that may be considered Gross carrying amount o/w: subject to restructuring measures Public guarantees received Capital inflows on non-performing exposures New loans and advances provided under public guarantee schemes 1,405 335 1,236 0 o/w: Households 0 0 0 0 o/w: Secured by a residential property 0 0 0 0 o/w: Non-financial companies 1,405 335 1,236 0 o/w: Small and medium-sized companies 22 0 0 0 o/w: Secured by commercial property 0 0 0 0 Counterparty risks 3.3.3.3 Counterparty risk management methodologies are described in Section [3.2.4] “Credit and counterparty risk management”. A – Counterparty risk exposure Analysis of exposure using counterparty credit risk approach (CCR1) (in millions of euros) Replace- ment cost (RC) Potential future exposure (PFE) EEPE Alpha used for computing regulatory exposure value Exposure at default pre-CRM Exposure at default post-CRM Exposure at default Risk- weighted exposure amount (RWEA) EU-1 EU – original exposure method (for derivatives) 1.4 EU-2 EU – simplified SA-CCR (for derivatives) 1.4 1 SA-CCR (for derivatives) 1,117 2,938 1.4 21,279 5,677 5,677 1,764 2 IMM (for derivatives and SFTs) 16,931 1.4 113 23,702 23,702 3,398 2a o/w securities financing transaction netting sets 2b o/w derivative & long settlement transaction netting sets 16,931 113 23,702 23,702 3,398 2c o/w from contractual cross-product netting sets 3 Financial collateral simple method (for SFTs) 27,056 23,143 23,143 1,887 4 Financial collateral comprehensive method (for SFTs) 5 VaR for SFTs 6 TOTAL 48,449 52,522 52,522 7,050
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 205 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 SA (Standard Approach) – CCR EAD by regulatory portfolio and risk weight (CCR3) Exposure classes (in millions of euros) Risk weighting 0% 2% 4% 10% 20% 50% 70% 75% 100% 150% Others Total exposure value 1 Central governments or central banks 2 Regional governments or local authorities 11 50 61 3 Public sector entities 239 44 0 8 290 4 Multilateral development banks 5 International organizations 11 11 6 Institutions 12,020 10,489 69 37 1 22,615 7 Corporates 197 395 3 0 27 4 626 8 Retail 0 0 9 Institutions and corporates with a short-term credit assessment 23 40 34 97 10 Other items 0 0 11 TOTAL EXPOSURE VALUE AT 31/12/2022 12,477 10,884 186 80 0 69 0 4 23,701 TOTAL EXPOSURE VALUE AT 31/12/2021 6,270 12,087 791 86 0 157 2 19,394
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 206 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 IRB – CCR exposures by portfolio and PD scale (CCR4) F-IRB (in millions of euros) PD scale Exposure at default Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Risk-weighted exposure amount (RWEA) Density of weighted exposure amounts Central governments or central banks 0.00 to < 0.15 27 1 45% 2 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 2.50 to < 10.00 10.00 to < 100.0 100.0 (default) Sub-total 27 1 45% 2 Institutions 0.00 to < 0.15 42 0.06% 22 45% 1 7 16% 0.15 to < 0.25 2 0.17% 4 45% 1 1 35% 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 2.50 to < 10.00 10.00 to < 100.0 100.0 (default) Sub-total 45 0.07% 26 45% 1 7 17% Corporates 0.00 to < 0.15 160 0.04% 50 42% 1 12 8% 0.15 to < 0.25 26 0.16% 4 45% 1 7 28% 0.25 to < 0.50 2 0.30% 3 45% 2 1 57% 0.50 to < 0.75 0 0.52% 1 45% 0 50% 0.75 to < 2.50 56 1.33% 1 45% 45 81% 2.50 to < 10.00 8 4.01% 7 45% 2 12 147% 10.00 to < 100.0 100.0 (default) Sub-total 252 0.47% 66 43% 1 78 31% F-IRB 0.00 to < 0.15 230 0.04% 73 43% 1 19 8% 0.15 to < 0.25 29 0.16% 8 45% 1 8 29% 0.25 to < 0.50 2 0.30% 3 45% 2 1 57% 0.50 to < 0.75 0 0.52% 1 45% 0 50% 0.75 to < 2.50 56 1.33% 1 45% 45 81% 2.50 to < 10.00 8 4.01% 7 45% 2 12 147% 10.00 to < 100.0 100.0 (default) TOTAL AS AT 31/12/2022 324 0.38% 93 44% 1 85 26%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 207 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A-IRB (in millions of euros) PD scale Exposure at default Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Risk-weighted exposure amount (RWEA) Density of weighted exposure amounts Central governments or central banks 0.00 to < 0.15 11,092 109 13% 3 24 0% 0.15 to < 0.25 827 0.21% 5 37% 160 19% 0.25 to < 0.50 46 0.38% 3 47% 20 43% 0.50 to < 0.75 0.75 to < 2.50 2.50 to < 10.00 27 3.19% 3 47% 2 37 135% 10.00 to < 100.0 100.0 (default) Sub-total 11,992 0.02% 120 14% 3 240 2% Institutions 0.00 to < 0.15 11,751 0.05% 303 42% 1 1,559 13% 0.15 to < 0.25 1,279 0.19% 99 47% 2 617 48% 0.25 to < 0.50 416 0.35% 75 48% 2 327 79% 0.50 to < 0.75 261 0.58% 31 49% 1 203 78% 0.75 to < 2.50 80 1.25% 34 59% 1 106 132% 2.50 to < 10.00 13 3.41% 16 73% 2 32 255% 10.00 to < 100.0 100.0 (default) Sub-total 13,799 0.09% 558 43% 1 2,843 21% Corporates 0.00 to < 0.15 8,955 0.05% 684 37% 1 784 9% 0.15 to < 0.25 1,361 0.16% 205 35% 2 473 35% 0.25 to < 0.50 754 0.31% 228 34% 2 305 40% 0.50 to < 0.75 698 0.55% 391 37% 1 377 54% 0.75 to < 2.50 1,730 1.25% 769 34% 1 1,092 63% 2.50 to < 10.00 649 4.42% 686 35% 2 693 107% 10.00 to < 100.0 13 11.91% 312 39% 2 23 169% 100.0 (default) 1 100.00% 42 74% 4 2 146% Sub-total 14,162 0.47% 3,317 36% 1 3,748 26% Retail 0.00 to < 0.15 0.15 to < 0.25 0.25 to < 0.50 0.50 to < 0.75 0.75 to < 2.50 2.50 to < 10.00 10.00 to < 100.0 100.0 (default) Sub-total A-IRB 0.00 to < 0.15 31,798 0.03% 1,096 30% 2 2,367 7% 0.15 to < 0.25 3,467 0.18% 309 40% 2 1,249 36% 0.25 to < 0.50 1,216 0.33% 306 39% 2 651 54% 0.50 to < 0.75 959 0.56% 422 40% 1 579 60% 0.75 to < 2.50 1,810 1.25% 803 36% 1 1,198 66% 2.50 to < 10.00 688 4.35% 705 36% 2 762 111% 10.00 to < 100.0 13 11.91% 312 39% 2 23 169% 100.0 (default) 1 100.00% 42 74% 4 2 146% TOTAL AS AT 31/12/2022 39,953 0.20% 3,995 32% 2 6,831 17% IRB approach (in millions of euros) PD scale Exposure at default Weighted average PD (in %) Number of obligors Weighted average LGD (in %) Weighted average maturity (in years) Risk-weighted exposure amount (RWEA) Density of weighted exposure amounts IRB approach 0.00 to < 0.15 32,027 0.03% 1,169 30% 2 2,386 7% 0.15 to < 0.25 3,496 0.18% 317 40% 2 1,258 36% 0.25 to < 0.50 1,217 0.33% 309 39% 2 652 54% 0.50 to < 0.75 959 0.56% 423 40% 1 580 60% 0.75 to < 2.50 1,866 1.25% 804 36% 1 1,243 67% 2.50 to < 10.00 696 4.35% 712 36% 2 773 111% 10.00 to < 100.0 13 11.91% 312 39% 2 23 169% 100.0 (default) 1 100.00% 42 74% 4 2 146% TOTAL AS AT 31/12/2022 40,277 0.20% 4,088 32% 2 6,916 17%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 208 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Composition of collateral for exposures (CCR5) Type of collateral (in millions of euros) Collateral used in derivative transactions Collateral used in SFTs Fair value of collateral received Fair value of collateral provided Fair value of collateral received Fair value of collateral provided Segregated initial margin Non- segregated initial margin Segregated initial margin Non- segregated initial margin Segregated initial margin Non- segregated initial margin Segregated initial margin Non- segregated initial margin 1 Cash – national currency 12,936 13,999 2,410 1,184 2 Cash – other currencies 1,555 6,695 4,758 1,357 3 National sovereign debt 4 Other sovereign debt 1,821 318 106 82,302 85,790 5 General government debt 253 530 63 17,468 14,547 6 Corporate bonds 1,545 257 181 20,945 18,934 7 Equities 109 7,818 47,558 8 Other collateral 9 TOTAL AS AT 31/12/2022 3,728 15,595 21,044 135,701 169,369 Credit derivatives exposures (CCR6) (in millions of euros) Protection bought Protection sold Notional 1 Single-name credit default swaps 16,358 17,906 2 Index credit default swaps 21,243 19,240 3 Total swaps 1,432 4 Credit options 5 Other credit derivatives 6 TOTAL NOTIONAL AMOUNTS 39,032 37,146 Fair values 7 Positive fair value (asset) 392 490 8 Negative fair value (liability) (485) (183) RWA flow statements of CCR exposures under Internal Model Method (IMM) (EU CCR7) (in millions of euros) Risk-weighted exposure amount (RWEA) 1 RWEA at end of previous reporting period (31/12/2021) 4,357 2 Asset size 555 3 Counterparties credit quality (131) 4 Model updates (MMI only) (134) 5 Methodology and policy (IMM only) (84) 6 Acquisitions and disposals 7 Foreign exchange movements 8 Others (1,141) 9 RWEA at the end of the current reporting period (31/12/2022) 3,422
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 209 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 IRB approach – Information on the degree of use of ARC technique (EU CR7-A) A-IRB (in millions of euros) Total exposures Credit risk Mitigation techniques Credit risk Mitigation methods in the calculation of RWEAs Funded credit Protection (FCP) Unfunded credit Protection (UFCP) RWEA without substi- tution effects (reduction effects only) RWEA with substi- tution effects (both reduction and substi- tution effects) Part of exposures covered by Financial Colla- terals (in %) Part of exposures covered by Other eligible colla- terals (in %) Part of exposures covered by Immo- vable property Colla- terals (in %) Part of exposures covered by Recei- vables (in %) Part of exposures covered by Other physical collateral (in %) Part of exposures covered by Other funded credit protection (in %) Part of exposures covered by Cash on deposit (in %)(in %) Part of exposures covered by Life insurance policies (in %) Part of exposures covered by Instru- ments held by a third party (in %) Part of exposures covered by Gua- rantees (in %) Part of exposures covered by Credit Deriva- tives (in %) 1 Central governments and central banks 55,737 0.09% 0.06% 0.03% 0.07% 0.07% 321 2 Institutions 7,259 0.68% 0.68% 0.25% 0.25% 2,082 3 Corporates 90,152 3.04% 27.94% 9.37% 12.23% 6.35% 1.89% 1.89% 34,063 3.1 o/w Corporates – SMEs 1,378 16.87% 4.14% 0.00% 12.73% 0.05% 0.05% 907 3.2 o/w Corporates – Specialized lending 18,418 0.00% 108.35% 38.91% 55.96% 13.48% 0.73% 0.73% 6,421 3.3 o/w Corporates – Other 70,357 3.89% 7.11% 1.73% 1.02% 4.36% 2.23% 2.23% 26,735 4 Retail 4.1 o/w Retail – Immovable property SMEs 4.2 o/w Retail – Immovable property non-SMEs 4.3 o/w Retail – Qualifying revolving 4.4 o/w Retail – Other SMEs 4.5 o/w Retail – Other non-SMEs 5 TOTAL 153,148 1.79% 16.52% 5.51% 7.22% 3.78% 1.15% 1.15% 36,466
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 210 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 F-IRB (in millions euros) Total exposures Credit risk Mitigation techniques Credit risk Mitigation methods in the calculation of RWEAs Funded credit Protection (FCP) Unfunded credit Protection (UFCP) RWEA without substi- tution effects (reduction effects only) RWEA with subst- itution effects (both reduction and subst- itution effects) Part of exposures covered by Financial Colla- terals (in %) Part of exposures covered by Other eligible colla- terals (in %) Part of exposures covered by Immo- vable property Colla- terals (in %) Part of exposures covered by Recei- vables (in %) Part of exposures covered by Other physical collateral (in %) Part of exposures covered by Other funded credit protection (in %) Part of exposures covered by Cash on deposit (in %) Part of exposures covered by Life insurance policies (in %) Part of exposures covered by Instru- ments held by a third party (in %) Part of exposures covered by Gua- rantees (in %) Part of exposures covered by Credit Deriva- tives (in %) 1 Central governments and central banks 652 421 2 Institutions 70 16 3 Corporates 599 4.48% 2.37% 2.37% 798 3.1 o/w Corporates – SMEs 252 7.51% 3.20% 3.20% 281 3.2 o/w Corporates – Specialized lending 3.3 o/w Corporates – Other 347 2.28% 1.77% 1.77% 516 4 TOTAL 1,321 2.03% 1.08% 1.08% 1,234 Exposures to CCPs (CCR8) (in millions of euros) Exposure at default Risk-weighted exposure amount (RWEA) 1 Exposure to qualifying central counterparties (total) 473 2 Exposures for trades at QCCPs (excluding initial margin and default fund contributions); o/w 5,995 120 3 (i) OTC derivatives 1,421 28 4 (ii) Exchange-traded derivatives 2,118 42 5 (iii) Securities Financing Transactions 2,456 49 6 (iv) Netting sets for which cross-product netting has been approved 7 Segregated initial margin 0 8 Non-segregated initial margin 4,957 111 9 Pre-funded default fund contributions 607 242 10 Unfunded default fund contributions 11 Exposures to non-qualifying central counterparties (total) 12 Exposures for trades at non-QCCPs (excluding initial margin and default fund contributions); o/w 13 (i) OTC derivatives 14 (ii) Exchange-traded derivatives 15 (iii) Securities Financing Transactions 16 (iv) Netting sets for which cross-product netting has been approved 17 Segregated initial margin 18 Non-segregated initial margin 19 Pre-funded default fund contributions 20 Unfunded default fund contributions
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 211 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 B – Capital requirements and risk-weighted assets Capital requirements for credit valuation adjustments (EU CCR2) (in millions of euros) 31/12/2022 31/12/2021 Exposure at default Risk-weighted exposure amount (RWEA) Exposure at default Risk-weighted exposure amount (RWEA) 1 Total transactions subject to the advanced method 8,241 1,381 5,425 1,187 2 i) VaR component (including the 3× multiplier) 120 65 3 ii) Stressed VaR component (including the 3× multiplier) 1,261 1,122 4 Transactions subject to the standardized method 4,107 1,108 4,305 1,110 EU-4 Transactions subject to the fall-back approach (based on the original exposure method) 5 TOTAL TRANSACTIONS SUBJECT TO CAPITAL REQUIREMENT FOR CVA RISK 12,348 2,488 9,730 2,296 Securitization 3.3.3.4 The risk management methodologies for securitization transactions are described in Section [3.2.5] “Securitization”. Natixis uses the three approaches described in Article 254 (1) of the CRR, according to the following situations: for synthetic securitizations (non-STS): Natixis is the originator of V the underlying loans, and meets the conditions to use the SEC-IRBA approach on the selected exposures; for traditional securitizations (non-STS) where Natixis is the V originator of the underlying loans and where Natixis retains the risk: Natixis uses SEC-IRBA when it is the sole originator and SEC-SA or SEC-ERBA when it is an originator among others; to process the exposures of the ABCP programs that the V institution sponsors: Natixis uses the applicable SEC-SA or SEC-ERBA approach in an STS or non-STS framework depending on the ABCP transactions concerned after application of the cap in Article 268 of the CRR; for securitization transactions that the institution structures and V partially finances as an investor: Natixis uses the SEC-SA or SEC-ERBA approach depending on the situation. For all other exposures, particularly those classified in the trading book, Natixis uses the SEC-SA or SEC-ERBA approach, depending on the situation. Natixis only uses the weighting of 1,250%. As of December 31, 2022 : the following entities (i.e. US trusts (CMBS)) acquired real estate V receivables originated by Natixis in the United States: CSMC 2016-NXSR; CGCMT 2017-P7; NCMS 2017-75B; CSAIL 2017-C8; CSAIL 2017-C8 85BD; CSAIL 2017-CX9; CSAIL 2017-CX10; CSAIL 2017-CX10 STAN; CSMC 2017 TIME; NCMS 2018-285M; NCMS 2018-TECH; NCMS 2018-ALXA; NCMS 2018-OSS; NCMS 2018-RIVA; NCMS 2018-20TS; NCMS 2018-FL1; NCMS 2018-FL1 WAN; NCMS 2018-FL1 NHP; NCMS 2018-FL1 ORP; NCMS 2018-SOX; CSAIL 2018-CX11; CSAIL 2018 CX12; UBS 2018-C11; UBSCM 2018-C12; UBS 2018-C13; CSAIL 2018 C14; UBS 2018 C14; UBS 2018 C15; NCMS 2019-NEMA; NCMS 2019-LVL; NCMS 2019-10K; BBCMS 2019-C3; BBCMS 2019-C4; NCMS 2019-FAME; NCMS 2019-AMZ7; BBCMS 2019-C5; UBS 2019-C18; NCMS 2019-MILE; NCMS 2020-2PAC; NCMS 2020-2PAC AMZ; BBCMS 2020-C7; BX 2021-MC; BBCMS 2021-C11; NCMS 2021-APPL; BX 2021-21M; BBCMS 2022-C14; NCMS 2022-JERI; NCMS 2022-RRI; BX 2022-IND; BBCMS 2022-C16; BX 2022-FOX2; the synthetic securitizations set up in Europe concern corporate V receivables originated by Natixis in Europe through the following entities: FCT KUTANG PARIS; FCT KIBO PARIS; FCT LHOTSE. All transactions with these entities have been notified to the European Supervisor (ECB) as part of the SRT process. Natixis may be required to perform depositary functions in these CMBSs, and to retain risks to meet local obligations to align interests. Natixis is the sponsor of the Versailles and Magenta conduits, which the institution supports entirely in liquidity (“fully supported ABCP programs” within the meaning of European Regulations). In order to meet the obligations of the American regulator, Natixis, through its Natixis New York Branch, holds 5% of the commercial papers issued by the Versailles conduit (see 3.3.1.2). In 2022, no entity owned by Natixis carried commercial papers issued by the Magenta conduit. In addition, Natixis is also the custodian of securitization undertakings. Natixis also manages two entities, Purple finance CLO 1 and Purple finance CLO2. These entities are prudentially consolidated at 31 December 2022. In addition, Natixis also prudently consolidates the Bleachers finance entity. In addition, from time to time, certain Natixis trading desks may carry the securities of operations that the institution has originated. Lastly, Natixis has not provided implicit support for securitization transactions that are subject to a significant risk transfer (SRT). A - Accounting methods The securitization positions classified as Amortized cost are measured at amortized cost using the effective interest rate method as described in Note 5.1 to the accounting principles which can be found in Chapter [5] “Consolidated financial statements and notes”. They are tested for impairment at each reporting date and an impairment charge is recorded in the income statement under “Cost of risk”. Securitization positions classified under “Fair value through shareholders’ equity” are measured at their market value and any changes, excluding revenues recognized using the effective interest method, are recorded in a specific line in shareholders’ equity. Securitization positions (classified as debt instruments) are tested for impairment at each reporting date and an impairment charge is recorded in the income statement under “Cost of risk”. In the event of a disposal of securitization positions (classified as debt instruments), Natixis transfers any changes in fair value for recognition in the income statement.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 212 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Positions classified under “Fair value through profit or loss” are measured at market value. The market value is determined according to the principles set out in Note 5.6 of the accounting principles appearing in Chapter [5] “Consolidated financial statements and notes”. Gains or losses on the disposal of securitization positions are recognized in line with the rules applicable to the category in which the positions sold were initially classified. Securitized assets are derecognized when Natixis transfers the contractual rights to receive the financial asset’s cash flows and nearly all the risks and benefits of ownership. B – External rating system (Data certified by the Statutory Auditors in accordance with IFRS 7) Natixis uses four external credit rating agencies for securitization transactions: Moody’s, Fitch, Standard & Poor’s and DBRS. Banking book EAD by agency (NX33 BIS) Rating agencies EAD (in millions of euros) IRB approach Standard approach Total Moody’s 107 6,902 7,009 DBRS 13 1,397 1,409 Fitch IBCA 144 205 349 Standard & Poor’s 70 504 575 Unrated 3,185 5,329 8,514 Transparency Regulatory method TOTAL AS AT 31/12/2022 3,518 14,337 17,855 C – Natixis’ securitization exposures Securitization exposures in the banking book (SEC1) (in millions of euros) Bank acting as originator Bank acting as sponsor Bank acting as investor Traditional Synthetic Sub- total Traditional Syn- thetic Sub- total Traditional Syn- thetic Sub- total STS Non-STS o/w TRS STS Non- STS STS Non- STS o/w TRS o/w TRS TOTAL EXPOSURES 319 319 3,079 3,079 3,398 1,241 10,510 11,751 0 2,706 2,706 Retail (total) 11 11 11 2,576 2,576 0 821 821 Residential mortgages 11 11 11 2,164 2,164 550 550 Credit cards 204 204 Other retail exposures 208 208 0 271 271 Re-securitization Wholesale (total) 308 308 3,079 3,079 3,387 1,241 7,934 9,175 1,884 1,884 Loans to corporates 17 17 3,079 3,079 3,096 6,827 6,827 1,659 1,659 Commercial mortgages 291 291 291 1 1 Leases and receivables 1,241 630 1,871 19 19 Other wholesale exposures 478 478 196 196 Re-securitization 10 10
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 213 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Securitization exposures in the trading book (SEC2) (in millions of euros) Bank acting as originator Bank acting as sponsor Bank acting as investor Traditional Synthetic Sub- total Traditional Syn- thetic Sub- total Traditional Syn- thetic Sub- total STS Non-STS o/w TRS STS Non- STS STS Non- STS o/w TRS o/w TRS TOTAL EXPOSURES 0 0 21 247 267 Retail (total) 17 88 105 Residential mortgages 76 76 Credit cards Other retail exposures 17 12 29 Re-securitization Wholesale (total) 0 0 3 159 162 Loans to corporates 1 146 147 Commercial mortgages 0 0 8 8 Leases and receivables 1 1 Other wholesale exposures 3 4 7 Re-securitization Exposures securitized by the institution – Default exposures and adjustments for specific credit risks (EU SEC5) (in millions of euros) Securitized exposures by the institution – The institution acts as originator or sponsor Total nominal amount outstanding Total amount of specific credit risk adjustments made during the period o/w exposures in default TOTAL EXPOSURES 18,917 121 2 Retail (total) 2,293 13 Residential mortgages 1,964 2 Credit cards 125 Other retail exposures 204 12 Re-securitization Wholesale (total) 16,624 107 2 Loans to corporates 8,334 98 2 Commercial mortgages 6,482 Leases and receivables 1,507 10 Other wholesale exposures 302 Re-securitization
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 214 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Re-securitization exposures before and after substitution (NX34) Guarantor rating (in millions of euros) Exposure Protection EAD Sub-total Unsecured 10 10 TOTAL AS AT 31/12/2022 10 10 Total as at 31/12/2021 D – Capital requirements Securitization exposures in the banking book and associated regulatory capital requirements – bank acting as originator or sponsor (EU SEC3) (in millions of euros) Exposure values (by RW bands) Exposure values (by regulatory approach) RWA (by regulatory approach) PFE <= 20% > 20% to 50% > 50% to 100% > 100% to 1,250% = 1,250% SEC- IRBA ap- proach SEC- ERBA ap- proach SEC-SA ap- proach Default ap- proach SEC- IRBA ap- proach SEC- ERBA ap- proach SEC-SA ap- proach Default ap- proach SEC- IRBA ap- proach SEC- ERBA ap- proach SEC-SA ap- proach Default ap- proach TOTAL EXPOSURES 14,973 108 14 36 19 3,266 291 11,575 17 508 111 1,703 214 41 9 136 17 Traditional transactions 11,894 108 14 36 19 187 291 11,575 17 44 111 1,703 214 4 9 136 17 Securitization 11,894 108 14 36 19 187 291 11,575 17 44 111 1,703 214 4 9 136 17 Retail underlying 2,479 103 2 3 11 0 2,576 9 0 391 1 0 31 o/w STS Wholesale 9,415 5 12 33 19 176 291 8,999 17 36 111 1,312 214 3 9 105 17 o/w STS 1,241 1,241 122 10 Re-securitization Synthetic transactions 3,079 0 0 3,079 0 464 0 37 0 Securitization 3,079 0 0 3,079 0 464 0 37 0 Retail underlying Wholesale 3,079 0 0 3,079 0 464 0 37 0 Re-securitization Securitization exposures in the banking book and associated regulatory capital requirements – bank acting as investor (SEC4) (in millions of euros) Exposure values (by RW bands) Exposure values (by regulatory approach) RWA (by regulatory approach) PFE <= 20% > 20% to 50% > 50% to 100% > 100% to 1,250% = 1,250% SEC- IRBA ap- proach SEC- ERBA ap- proach SEC-SA ap- proach Default ap- proach SEC- IRBA ap- proach SEC- ERBA ap- proach SEC-SA ap- proach Default ap- proach SEC- IRBA ap- proach SEC- ERBA ap- proach SEC-SA ap- proach Default ap- proach TOTAL EXPOSURES 2,512 74 94 25 1 209 2,496 1 112 404 10 9 32 1 Traditional transactions 2,512 74 94 25 1 209 2,496 1 112 404 10 9 32 1 Securitization 2,512 74 84 25 1 209 2,486 1 112 394 8 9 32 1 Retail underlying 789 0 32 0 0 119 702 0 31 115 0 2 9 0 o/w STS 0 0 0 0 Wholesale 1,723 74 52 25 1 90 1,784 1 81 280 8 6 22 1 o/w STS Re-securitization 10 0 10 0 10 1 1 0 Synthetic transactions Securitization Retail underlying Wholesale Re-securitization
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 215 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Market risk 3.3.3.5 A – Market risk measurement methodology The methodologies for measuring market risks are described in Section [3.2.6] “Market risk”. B – Detailed quantitative disclosures Market risk under the standard approach (EU MR1) (in millions of euros) RWEA Outright products 1 Interest rate risk (general and specific) 1,116 2 Equity risk (general and specific) 355 3 Foreign exchange risk 3,810 4 Commodity risk 835 Options 5 Simplified approach 6 Delta-plus method 113 7 Scenario approach 259 8 Securitization (specific risk) 212 9 TOTAL 6,701 VaR, stressed VaR, IRC on the regulatory scope (EU MR3) (in millions of euros) 2022 VaR (10 day 99%) Maximum value 57.9 Average value 39.3 Minimum value 17.0 Value at end of period 37.8 Stressed VaR (10 day 99%) Maximum value 101.3 Average value 66.1 Minimum value 45.6 Value at end of period 63.4 Incremental Risk capital requirement (99.9%) Maximum value 36.7 Average value 23.9 Minimum value 12.2 Value at end of period 21.0 Back testing on the regulatory scope (MR4) Information on back testing is presented in Section [3.2.6] “ Market risks”.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 216 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Market risk exposures under the Internal Models Approach (EU MR2-A) (in millions of euros) RWEA Capital requirements 1 VaR (highest value between a and b) 2,608 209 a) Previous day’s VaR (t-1 VaR) 38 b) Multiplication factor (mc) x average of the last 60 working days (VaRavg) 209 2 SVaR (highest value between a and b) 4,135 331 a) Latest SVaR measurement available (SVaR t-1) 63 b) Multiplication factor (ms) x average of the last 60 working days (SVaRavg) 331 3 IRC (highest value between a and b) 427 34 a) Most recent IRC measurement 29 b) Average IRC over 12 weeks 34 4 Overall risk measurement (highest value of a, b and c) a) Most recent measure of overall risk b) Average overall risk measurement over 12 weeks c) Global risk measurement – Floor 5 Others 6 TOTAL AS AT 31/12/2022 7,170 574 Statement of RWA flows relating to market risk exposures under the Internal Models Approach (EU MR2-B) (in millions of euros) VaR SVaR IRC Overall risk measu- rement Others Total RWEA Total capital require- ments 1 RWEA AT THE END OF THE PREVIOUS PERIOD (30/06/2022) 3,020 4,761 580 8,361 669 1a Regulatory adjustment (2,426) (3,593) (6,019) (482) 1b RWEA at end of previous quarter (end of day) 594 1,168 580 2,342 187 2 Changes in risk levels (121) (375) (212) (708) (57) 3 Model updates/changes 4 Methodology and policy 5 Acquisitions and disposals 6 Foreign exchange movements 7 Others 8a RWEA at end of reporting period (end of day) 473 793 368 1,634 131 8b Regulatory adjustment 2,136 3,342 58 5,536 443 8 RWEA AT THE END OF THE REPORTING PERIOD (31/12/2022) 2,608 4,135 427 7,170 574 Effects are defined as follows: regulatory adjustment: delta between RWAs used to calculate regulatory RWAs and RWAs calculated on the last day of the period; V changes in risk levels: changes linked to market characteristics; V model updates/changes: changes related to significant changes to the model following an update of the calculation scope, methodology, assumptions or V calibration; methodology and policies: changes related to regulatory changes; V foreign exchange movements: changes in the exchange rate risk linked to the counter-valuation of the VaR if it were exceptionally expressed in a currency other V than the euro, the currency used to calculate the VaR.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 217 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Overall interest rate risk 3.3.3.6 The measurement and monitoring of interest rate risk is presented in Section [3.2.8] “Balance sheet management”. Operational risk 3.3.3.7 The operational risk control framework is presented in Section [3.2.7] “Risk management – Operational risks”. Operational risk capital requirements and risk weighted exposure amounts (EU OR1) Banking activities (in millions of euros) Relevant indicator Capital requirements Risk exposure amount Fiscal year n-3 Fiscal year n-2 Previous fiscal year 1 Basic banking activity (BIA) 2 Standard approach (TSA)/Standardized replacement (ASA) banking activities 5,662 8,004 7,559 1,029 12,857 3 Standard approach (TSA): 5,662 8,004 7,559 4 Standardized replacement approach (ASA): 5 Banking activity under advanced measurement approach (AMA) The information at the end of the fiscal year used to calculate the capital requirements is based on estimates because, at the date of the calculation, the 2022 financial statements are still under audit. Encumbered and unencumbered assets 3.3.4 Descriptive information about the impact of the business model on asset encumbrances and the significance of those encumbrances to the institution’s financing model, which provides users with the context for the information required in the EU AE1 and EU AE2 models. As at December 31, 2022, the total assets on the balance sheet and encumbered collateral received amounted to €227,553 million. These can be broken down by type and source of liabilities: securities transactions, including in particular securities lending V and repurchase agreements, for a total of €202,049 million; encumbered receivables securing covered bond vehicles V (Natixis Pfandbriefbank), for a total of €1,616 million; encumbered receivables in vehicles other than covered bond asset V pools, such as central bank refinancing or other market vehicles, for a total of €240 million; assets encumbered by the payment of margin calls on derivative V positions, for a total of €13,647 million. Natixis considers that the following assets may not be encumbered in the normal course of its business: call loans, 13% of unencumbered assets (€55 billion); V derivatives, 16% of unencumbered assets (€68 billion). V Encumbered and unencumbered assets (EU AE1). Carrying amount of encumbered assets Fair value of encumbered assets Carrying amount of unencumbered assets Fair value of unencumbered assets o/w theore- tically eligible EHQLA and HQLA o/w theore- tically eligible EHQLA and HQLA o/w EHQLA and HQLA o/w EHQLA and HQLA 010 Assets of the institution publishing the information 75,828 48,356 359,378 2,609 030 Equity instruments 30,823 21,580 30,823 21,580 1,138 302 1,138 302 040 Debt securities 29,501 26,776 29,501 26,776 2,472 2,308 2,472 2,308 050 o/w: covered bonds 76 52 76 52 0 0 0 0 060 o/w: securitization 418 0 418 0 0 0 0 070 o/w: issued by general governments 15,942 15,672 15,942 15,672 830 830 830 830 080 o/w: issued by financial corporations 11,512 10,946 11,512 10,946 1,702 1,702 1,702 1,702 090 o/w: issued by non-financial corporations 1,972 145 1,972 145 165 0 165 0 120 Other assets 15,504 0 355,768 0
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 218 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Collateral and own debt securities issued (EU AE2) Fair value of encumbered collateral and own encumbered debt securities issued Unencumbered Fair value of collateral received or own debt securities issued available for encumbrance o/w theoretically eligible EHQLA and HQLA o/w EHQLA and HQLA 130 Collateral received by the institution publishing the information 141,725 124,680 62,320 32,217 140 Call loans 0 0 0 0 150 Equity instruments 24,632 15,040 30,183 8,730 160 Debt securities 117,093 109,640 26,900 23,486 170 o/w: covered bonds 936 801 0 0 180 o/w: securitization 1,103 20 0 0 190 o/w: issued by general governments 96,507 95,582 6,490 6,490 200 o/w: issued by financial corporations 16,737 11,574 17,749 17,749 210 o/w: issued by non-financial corporations 4,460 2,621 3,747 0 220 Loans and receivables other than call loans 0 0 3,126 0 230 Other collateral received 0 0 2,111 0 240 Own debt securities issued other than own covered bonds or securitizations 0 0 825 0 241 Own covered bonds and securitizations issued and not yet pledged 0 0 250 TOTAL SECURITIES RECEIVED AND OWN DEBT SECURITIES ISSUED 141,725 124,680 Sources of encumbrance costs (EU AE3) Associated liabilities, contingent liabilities or securities lent Assets, collateral received and own debt securities issued, other than covered bonds and securitizations, encumbered 010 Carrying amount of selected financial liabilities 137,013 138,721
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 219 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Liquidity coverage ratios 3.3.5 A – Regulatory liquidity ratios Since 2010, the Basel Committee introduced new liquidity risk measures: the Liquidity Coverage Ratio (LCR, January 2013) is a short-term V liquidity ratio whose aim is to ensure that, in stress scenarios, banks hold enough liquid assets to cover their net cash outflows for a 30-day period; the Net Stable Funding Ratio (NSFR, October 2014) is a long-term V structural liquidity ratio developed to strengthen the resilience of the banking sector by requiring banks to maintain a stable financing profile and by limiting maturity transformation to less than one year. These rules are transposed in the European Union. For the LCR, Delegated Regulation (EU) No. 2015/61, published on October 10, 2014, entered into force on October 1, 2015. This regulation was amended by Delegated Regulation (EU) No. 2018/1620, published on July 13, 2018 and applicable from April 30, 2020. The NSFR, which the Basel Committee wants to have applied as a minimum requirement from January 1, 2018, was implemented in Europe via Regulation (EU) No. 2019/876 (CRR2), which entered into force on June 28, 2021 for the NSFR portion. To date, European Regulations require: compliance with the LCR since October 1, 2015; required minimum V ratio of 80% at January 1, 2017 and 100% from January 1, 2018; compliance with the NSFR with a minimum requirement of a ratio V of 100% since June 28, 2021. Natixis determines its LCR and its NSFR on a consolidated basis and operationally manages its liquidity position and liquidity coverage requirements relative to these new metrics, having set minimum ratios of 100%. LCR – Liquid asset buffers Commission Delegated Regulation (EU) No. 2015/61 defines liquid assets and the criteria they must meet to be eligible for the liquidity buffer used to cover financing needs in the event of a short-term liquidity crisis. Liquid assets must meet a number of intrinsic requirements (issuer, rating, market liquidity, etc.) and operational requirements (availability of assets, diversification, etc.) in a 30-calendar day liquidity stress scenario. The liquid asset buffer – in the regulatory sense – is the numerator of the LCR (HQLA) and predominantly consists of: level 1 liquid assets, i.e. cash deposited with central banks; V other level 1 liquid assets, consisting mainly of marketable V securities representing claims on, or guarantees by, sovereigns, central banks and public sector entities, and high-rated covered bonds; level 2 liquid securities consisting mainly of covered bonds and V debt securities issued by sovereigns or public sector entities not eligible for level 1, corporate debt securities and equities listed on active markets that satisfy certain conditions. Presentation of LCR as at December 31, 2022 The data in the following table were calculated in accordance with European Banking Authority rules (EBA/GL/2017/11 guidelines), which the European Central Bank decided to enforce on October 5, 2017 by way of notification. For the purposes of these rules, the data published for each quarter show the average monthly figures for the 12 preceding statements. LCR (EU LIQ1) In accordance with the provisions of implementing Regulation (EU) No. 2021/637, the amounts mentioned below are understood to be the average of the previous 12 months for each date observed. The liquidity requirement coverage ratio was 110.2% at December 31, 2022. The liquidity buffer (liquid assets) stood at €77 billion, up by +€8.9 billion between March 31, 2022 and December 31, 2022. The change in net cash outflows of +€7.9 billion between March 31, 2022 and December 31, 2022 was mainly due to the following factors: the increase in cash outflows of +€11.1 billion, particularly on other V contractual financing obligations (+€5.7 billion) and on exposures to derivatives and other collateral requirements (+€1.4 billion); cash inflows increased by +€3.2 billion between March 31, 2022 V and December 31, 2022 mainly driven by guaranteed lending operations (+€1.9 billion) and other cash inflows (+€1.3 billion).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 220 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Currency and unit (in millions of euros) Total non-weighted value (average) Total weighted value (average) EU 1a Quarter ended (DD/MM/YYYY) 31/12/2022 30/09/2022 30/06/2022 31/03/2022 31/12/2022 30/09/2022 30/06/2022 31/03/2022 EU 1b Number of data points used to calculate averages 12 12 12 12 12 12 12 12 High Quality Liquid Assets (HQLA) 1 Total High Quality Liquid Assets (HQLA) 76,999 73,198 69,309 69,130 Cash outflows 2 Retail deposits and deposits from small business customers, of which: 2,483 2,508 2,463 2,405 250 251 246 240 3 Stable deposits 0 0 0 0 0 0 0 0 4 Less stable deposits 2,483 2,508 2,463 2,405 250 251 246 240 5 Unsecured wholesale financing 63,714 62,514 59,290 59,927 46,801 46,307 43,921 45,220 6 Operational deposits (all counterparties) and deposits in cooperative banking networks 5,182 5,159 5,110 5,033 1,296 1,290 1,278 1,258 7 Non-operational deposits (all counterparties) 52,310 51,275 48,219 49,149 39,284 38,938 36,683 38,218 8 Unsecured receivables 6,222 6,080 5,961 5,744 6,222 6,080 5,961 5,744 9 Guaranteed wholesale financing 27,315 27,356 26,857 26,292 10 Additional requirements 62,430 61,501 60,086 58,665 23,720 22,582 21,683 21,132 11 Outflows related to derivative exposures and other collateral 10,947 11,187 11,423 11,354 8,576 7,932 7,515 7,223 12 Outflows related to financing losses on debt products 0 0 0 0 0 0 0 0 13 Credit and liquidity facilities 51,483 50,314 48,663 47,311 15,143 14,650 14,168 13,909 14 Other contractual financing obligations 33,138 32,860 31,936 27,764 32,560 32,249 31,290 26,854 15 Other contingent financing obligations 46,176 45,772 44,845 40,413 2,889 2,887 2,826 2,715 16 TOTAL CASH OUTFLOWS 133,535 131,632 126,823 122,453 Cash inflows 17 Guaranteed loan transactions (e.g. reverse repurchase agreements) 116,588 116,126 109,405 105,213 13,188 12,427 11,616 11,249 18 Inflows from fully performing exposures 17,715 18,163 18,201 17,744 16,261 16,730 16,795 16,346 19 Other cash inflows 37,783 39,034 39,416 36,996 34,183 35,179 35,339 32,886 EU-19a (Difference between total weighted cash inflows and total weighted cash outflows resulting from transactions conducted in other countries applying restrictions on transfers or which are denominated in non-convertible currencies) 0 0 0 0 EU-19b (Excess of cash inflows from a related lending institution) 0 0 0 0 20 TOTAL CASH INFLOWS 172,086 173,324 167,022 159,952 63,632 64,335 63,751 60,481 EU-20a Fully exempt cash inflows 0 0 0 0 0 0 0 0 EU-20b Cash inflows subject to 90% cap 0 0 0 0 0 0 0 0 EU-20c Cash inflows subject to 75% cap 141,494 144,129 138,746 129,359 63,632 64,335 63,751 60,481 Total adjusted value EU-21 Liquidity buffer 76,999 73,103 68,622 68,089 22 Total net cash outflows 69,902 67,296 63,073 61,972 23 Liquidity coverage ratio 110.2% 108.6% 108.8% 109.9%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 221 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Net stable financing ratio (EU LIQ2) (in currency) Unweighted value by residual maturity Weighted value No deadline < 6 months 6 months to < 1 year ≥ 1 year Available stable financing items 1 Capital items and instruments 18,632 0 0 2,705 21,336 2 Capital 18,632 0 0 2,705 21,336 3 Other capital instruments 0 0 0 0 0 4 Retail deposits 0 2,590 165 37 2,517 5 Stable deposits 0 0 0 0 0 6 Less stable deposits 0 2,590 165 37 2,517 7 Wholesale financing: 0 191,588 27,083 89,626 122,796 8 Operational deposits 0 6,665 0 0 729 9 Other wholesale financing 0 184,923 27,083 89,626 122,067 10 Interdependent liabilities 0 0 0 0 0 11 Other commitments: 1,159 6,719 30 1,663 1,678 12 Derivative commitments affecting the NSFR 1,159 0 0 0 0 13 All other capital commitments and capital instruments not included in the above categories. 0 6,719 30 1,663 1,678 14 Total available stable financing 0 0 0 0 148,328 Required stable financing items 15 Total High Quality Liquid Assets (HQLA) 0 0 0 0 11,476 EU-15a Encumbered assets with a residual maturity of one year or more in a cover pool 0 0 0 0 0 16 Deposits held with other financial institutions for operational purposes 0 388 0 0 194 17 Performing loans and securities: 0 131,408 18,572 96,215 111,097 18 Performing securities financing transactions with financial clients secured by high quality Level 1 liquid assets subject to a 0% discount. 0 25,154 1,994 2,501 3,882 19 Performing securities financing transactions with financial clients secured by other assets and loans and advances to financial institutions 0 85,371 11,965 28,194 41,183 20 Performing loans to non-financial companies, performing loans to retail and small Corporates, and performing loans to sovereigns and public sector entities, including: 0 13,092 3,995 42,682 45,102 21 With a risk weighting less than or equal to 35% according to the standard Basel 2 approach for credit risk 0 39 242 1,860 2,001 22 Performing residential mortgages, of which: 0 0 0 0 0 23 With a risk weighting less than or equal to 35% according to the standard Basel 2 approach for credit risk 0 0 0 0 0 24 Other loans and securities that are not in default and are not considered high quality liquid assets, including equities traded on the stock market and commercial loan income recorded on the balance sheet 0 7,791 617 22,837 20,929 25 Interdependent assets 0 0 0 0 0 26 Other assets: 0 34,146 105 17,153 17,648 27 Commodities physically traded 0 0 0 0 0 28 Assets provided as initial margin in derivative contracts and as contributions to CCP default funds 0 0 0 7,176 6,100 29 Derivative assets affecting the NSFR 0 0 0 0 0 30 Derivative commitments affecting the NSFR before deduction of the variation margin provided 0 30,597 0 0 1,530 31 All other assets not falling within the above classes 0 3,549 105 9,977 10,019 32 Off-balance sheet items 0 97,673 0 0 4,986 33 Total required stable financing 0 0 0 0 145,408 34 Net stable funding ratio (in %) 0 0 0 0 102.0%
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 222 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 B – Reserves and operational management of ratios Operational liquidity reserves From an operational standpoint, Natixis has liquidity reserves that contribute to Groupe BPCE’s reserves: reserves of liquid assets eligible for central bank collateralized refinancing operations to secure intra-day settlements; denominated in EUR, US Dollar and JPY, these are located at Natixis Paris, Natixis New York and Natixis Japan Securities respectively, which are the access points to the drawing and deposit facilities of the Banque de France, the US Fed and Bank of Japan; a liquidity reserve established in advance to meet a liquidity crisis similar to the one simulated by the LCR; it is mainly composed of cash deposited at the Central Bank deposit facilities. A portion of this reserve is allocated to a portfolio of HQLA level 1 and level 2 securities, the management of which is supervised by the “Buffer” Committee chaired by two members of the Senior Management Committee, respectively in charge of Finance division and Risks division and included in the Group’s “Liquidity Management Plan” (LMP). This reserve includes a reserve carried by the American platform composed of cash, HQLA securities and receivables and held within the framework of the “Dodd-Frank Enhanced Prudential Standards” regulation and the “Borrower-in-Custody” program. HQLA assets reported in the LCR numerator also include unencumbered HQLA securities temporarily carried by the Capital Markets activities. These securities are not considered as part of the ringfenced liquidity reserve and are not meant to be held over the long term. The outstanding amount and composition of these portfolios may vary considerably from one reporting date to the next, as prices fluctuate. However, they can be monetized on the repo and securities borrowing/lending market, and this monetization may be forced in the event the Group liquidity-stressed BCP is activated and executed. In addition to these buffers, the aim of the internal policy governing the investment of residual surplus liquidity is either to reserve this liquidity for the deposit facility to ensure its continuous availability, with the result that this surplus liquidity is also included in the amount of assets reported in the LCR numerator, or to give it to the central body BPCE. Oversight of the short-term liquidity ratio Since June 2013, Natixis has implemented governance for the management of the LCR ratio, notably by setting an upper LCR limit. Management of the LCR ratio is integrated with that of BPCE. This oversight is coordinated by the ALM functions and carried out by the Joint Refinancing Pool under the delegation of financial management on the basis of landing estimates. In this context, within the Natixis limits, the LCR is managed on a daily basis, through adjustments with BPCE. Monitoring of rating trigger clauses In the event the Bank’s external credit rating is downgraded, it may be required to provide additional collateral to investors under agreements that include rating triggers. In particular, in calculating the liquidity coverage ratio (LCR), the amounts of these additional cash outflows and additional collateral requirements are measured. These amounts comprise the payment the bank would have to make within 30 calendar days in the event its credit rating were downgraded by as much as three notches. Compensation policies 3.3.6 The compensation policy items required in respect of Regulation (EU) No. 575/2013 (CRR) are provided in Chapter [2] of this universal registration document.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 223 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Cross-reference table 3.3.7 Cross-reference table between Articles of the CRR, Basel Committee/EBA tables and statements, and the Pillar III report CRR Article Basel Committee/EBA tables and statements Page of universal registration document Article 438 (d) EU OV1 – Overview of total risk-weighted asset exposures 176 Article 447 (a) to (g) Article 438 (b) EU KM1 – Model for key indicators 178 Article 438 (f) EU INS1 – Insurance holdings 168 Article 436 (c) EU LI1 – Differences between the accounting and prudential consolidation scopes and mapping of the financial statements with regulatory risk categories 157 Article 436 (b) EU LI3 – Summary of the differences between consolidation scopes (entity by entity) 159 Article 436 (b) and (d) EU LIA – Explanation of differences between accounting and regulatory exposure amounts 157 Article 436 (f), (g) and (h) EU LIB – Other qualitative information on the scope 157 Article 436 (e) EU PV1 – Value adjustments for conservative valuation purposes (PVA) 168 Article 437 (a), (d), (e) and (f) EU CC1 – Composition of regulatory capital 160 Article 437 (a) EU CC2 – Reconciliation between regulatory capital and the balance sheet in the audited financial statements 164 Article 440 (a) EU CCyB1 – Geographical distribution of relevant credit exposures used in the countercyclical capital buffer 167 Article 440 (b) EU CCyB2 – Amount of the institution-specific countercyclical capital buffer 167 Article 451 (1) (b) EU LR1 – LRSum – Summary of the reconciliation between accounting assets and exposures for leverage ratio purposes 172 Article 451 (a) and (b) Article 451 (3) EU LR2 – LRCom – Leverage ratio – common disclosure 173 Article 451 (1) (b) EU LR3 – LRSpl – Breakdown of on-balance sheet exposures (excluding derivatives, SFTs and exempt exposures) 175 Article 451 (1) (d) and (e) EU LRA – Publication of qualitative information on the leverage ratio 172 Article 435 (a)(4) Article 451 (1) EU LIQA – Management of liquidity risk 219 Article 451 (a)(2) EU LIQ1 – Quantitative information on the liquidity coverage ratio (LCR) 220 Article 451 (a)(2) EU LIQIB – Qualitative information on the LCR ratio complementing the EU LIQ1 model 219 Article 451 (a)(3) EU LIQ2 – Net Stable Financing Ratio 221 Article 442 (c) and (f) EU CR1 – Performing and non-performing exposures and corresponding provisions 182 Article 442 (g) EU CR1-A – Exposure maturity 180 Article 442 CRR (f) EU CR2 – Changes in the stock of non-performing loans and advances 182 Article 442 (c) EU CQ1 – Credit quality of forborne exposures 181 Article 442 (d) EU CQ3 – Credit quality of performing and non-performing exposures by number of days past due 181 Article 442 (c) and (e) EU CQ4 – Quality of non-performing exposures by geography 183 Article 442 (c) and (e) EU CQ5 – Credit quality of loans and advances granted to non-financial companies by industry 183 Article 442 (c) EU CQ7 – Collateral obtained by taking possession and execution processes 184 Article 453 (a) to (e) EU CRC – Requirements to publish qualitative information on CRM techniques 122 Article 453 (f) EU CR3 – Overview of CRM Techniques: disclosure of the Use of Credit Risk Mitigation Techniques 179 Article 444 (a) to (d) EU CRD – Requirements to publish qualitative information on the standard approach 122 Article 453 CRR (g), (h) and (i) Article 444 (e) EU CR4 – Standard approach – Credit risk exposure and Credit Risk Mitigation (CRM) effects 184 Article 444 (e) EU CR5 – Standard approach 185 Article 452 (g) (i)-(v) EU CR6 – IRB approach – Credit risk exposures by exposure class and PD range 186 Article 452 (b) EU CR6-A – Scope of IRB and SA approaches 201 Article 453 (j) EU CR7 – IRB approach – Effect on RWEA of credit derivatives used as CRM techniques 179 Article 453 (g) EU CR7-A – IRB approach – Information to be published on the degree of use of CRM techniques 209 Article 438 (h) EU CR8 – Statements of RWEA flows of credit risk exposures under the IRB approach 186 Article 452 (h) EU CR9 – IRB approach – Post-exposure control of PD by exposure category 195 Article 438 (e) EU CR10 – Specialized Financing and equities exposures using the simple risk-weighted asset method 201 Article 439 (a) to (d) EU CCRA – Qualitative disclosures related to counterparty credit risk 123 Article 439 (f), (g) and (k) EU CCR1 – Analysis of exposure using the CCR approach 204 Article 439 (h) EU CCR2 – Transactions subject to capital requirement for CVA risk 211 Article 439 (l) EU CCR3 – Standard approach – CCR exposures by regulatory exposure categories and weighting 205 Article 439 (l) EU CCR4 – IRB approach – Credit risk exposures by exposure class and PD range 206 Article 439 (e) EU CCR5 – Composition of collateral for CCR exposures 208 Article 439 (j) EU CCR6 – Credit derivative exposures 208 Article 438 (h) EU CCR7 – Statements of RWEA flows relating to CCR exposures under the IMM (internal model method) 208 Article 439 (i) EU CCR8 – Exposures on a CCP 210 Article 449 (a) to (i) EU-SECA – Qualitative disclosure requirements for securitization exposures 211 Article 449 (j) EU-SEC1 – Securitization exposures in the non-trading book 212 Article 449 (j) EU-SEC2 – Securitization exposures in the trading book 213 Article 449 (k) (i) EU-SEC3 – Securitization exposures in the non-trading book and associated regulatory capital requirements – institution acting as an originator or as a sponsor 214 Article 449 (k) (ii) EU-SEC4 – Securitization exposures in the non-trading book and associated regulatory capital requirements – institution acting as an investor 214 Article 449 (1) EU-SEC5 – Exposures securitized by the institution – Defaulted exposures and specific credit risk adjustments 213 Article 435 (1) (a) to (g) EU MRA – Requirements to publish qualitative information on market risk 129 Article 445 EU MR1 – Market risk under the standard approach 215 Article 455 (a), (b), (c) and (f) EU MRB – Qualitative disclosure requirements for institutions using internal market risk models 132
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 224 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 CRR Article Basel Committee/EBA tables and statements Page of universal registration document Article 455 (e) EU MR2-A – Market risk under the Internal Models Approach (IMA) 216 Article 438 (h) EU MR2-B – Statements of RWEA flows of market risk exposures under Internal Models Approach (IMA) 216 Article 455 (d) EU MR3 - IMA values for trading books 215 Article 455 (g) EU MR4 – Comparison of VaR estimates with gains/losses 215 Article 435 (1) Article 446 Article 454 EU ORA – General qualitative data on the operational risk 137 Article 446 Article 454 EU OR1 – Capital requirements for operational risk and weighted exposure amounts 217 Article 443 EU AE1 – Encumbered and unencumbered assets 217 Article 443 EU AE2 – Collateral and own debt securities issued 218 Article 443 EU AE3 – Sources of expenses on assets 218 Article 443 EU AE4 – Additional information 217 Article 444 (a), (b) and (c) EAD by rating source – Standard approach (NX11 Bis) 177 Article 453 (d) Guaranteed exposures by type and internal rating of guarantor (NX17) 177 Article 99 (5) and Article 415 (3) Sovereign exposures (GOV) 180 Article 452 (j) PD and LGD by geographic area (NX16) 185 Article 449 (k) Banking book EAD by agency (NX33 BIS) 212 Article 450 (1) (a), (b), (c), (d), (e), (f), (j) and (k) Article 450 (2) (a), (b), (c), (d), (e), (f), (j) and (k) EU REMA – Compensation policy 222 Article 450 (1) (h) (i)-(ii) EU REM1 – Compensation granted for the fiscal year 222 Article 450 (1) (h) (v)-(vii) EU REM2 – Special payments to staff whose professional activities have a significant impact on the institution’s risk profile (identified staff) 222 Article 450 (1) (h) (iii)-(iv) EU REM3 – Deferred compensation 222 Article 450 (i) EU REM4 – Compensation of €1 million or more per fiscal year 222 Article 450 (1) (g) EU REM5 – Special compensation to staff whose professional activities have a significant impact on the institution’s risk profile (identified staff) 222
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 225 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Table index 3.3.8 Subject Title of table Page of universal registration document Capital management and capital adequacy EU LIB – Other qualitative information on the scope 157 EU LI1 – Differences between the accounting and prudential consolidation scopes and mapping of the financial statements with regulatory risk categories 157 EU LIA – Explanation of differences between accounting and regulatory exposure amounts 157 EU LI3 – Summary of the differences between consolidation scopes (entity by entity) 159 EU CC1 – Composition of regulatory capital 160 EU CC2 – Reconciliation between regulatory capital and the balance sheet in the audited financial statements 164 EU CCyB1 – Geographical distribution of relevant credit exposures used in the countercyclical capital buffer 167 EU CCyB2 – Amount of the institution-specific countercyclical capital buffer 167 EU PV1 – Value adjustments for conservative valuation purposes (PVA) 168 EU INS1 – Insurance holdings 168 Other regulatory ratios EU LR1 – LRSum – Summary of the reconciliation between accounting assets and exposures for leverage ratio purposes 172 EU LRA – Publication of qualitative information on the leverage ratio 172 EU LR2 – LRCom – Leverage ratio – common disclosure 173 EU LR3 – LRSpl – Breakdown of on-balance sheet exposures (excluding derivatives, SFTs and exempt exposures) 175 Breakdown and changes in risk-weighted assets EU OV1 – Overview of total risk-weighted asset exposures 176 EAD by rating source – Standard approach (NX11 Bis) 177 Guaranteed exposures by type and internal rating of guarantor (NX17) 177 EU KM1 – Model for key indicators 178 EU CR3 – Overview of CRM Techniques: disclosure of the Use of Credit Risk Mitigation Techniques 179 EU CR7 – IRB approach – Effect on RWEA of credit derivatives used as CRM techniques 179 Sovereign exposures (GOV) 180 EU CR1-A – Exposure maturity 180 EU CQ1 – Credit quality of forborne exposures 181 EU CQ3 – Credit quality of performing and non-performing exposures by number of days past due 181 EU CR1 – Performing and non-performing exposures and corresponding provisions 182 EU CR2 – Changes in the stock of non-performing loans and advances 182 EU CQ4 – Quality of non-performing exposures by geography 183 EU CQ5 – Credit quality of loans and advances granted to non-financial companies by industry 183 EU CQ7 – Collateral obtained by taking possession and execution processes 184 EU CR4 – Standard approach – Credit risk exposure and Credit Risk Mitigation (CRM) effects 184 EU CR5 – Standard approach 185 PD and LGD by geographic area (NX16) 185 EU CR8 – Statements of RWEA flows of credit risk exposures under the IRB approach 186 EU CR6 – IRB approach – Credit risk exposures by exposures class and PD range 186 EU CR9 – IRB approach – Post-exposure control of PD by exposure category 195 EU CR10 – Specialized Financing and equities exposures using the simple risk-weighted asset method 201 EU CCR1 – Analysis of exposure using the CCR approach 204 EU CCR3 – Standard approach – CCR exposures by regulatory exposure categories and weighting 205 EU CCR4 – IRB approach – Credit risk exposures by exposure class and PD range 206 EU CCR5 – Composition of collateral for CCR exposures 208 EU CCR6 – Credit derivative exposures 208 EU CCR7 – Statements of RWEA flows relating to CCR exposures under the IMM (internal model method) 208 EU CR7-A – IRB approach – Information to be published on the degree of use of CRM techniques 209 EU CCR8 – Exposures on a CCP 210 EU CCR2 – Transactions subject to capital requirement for CVA risk 211 EU-SECA – Qualitative disclosure requirements for securitization exposures 211 Banking book EAD by agency (NX33 BIS) 212 EU-SEC1 – Securitization exposures in the non-trading book 212 EU-SEC2 – Securitization exposures in the trading book 213 EU-SEC5 – Exposures securitized by the institution – Defaulted exposures and specific credit risk adjustments 213 EU-SEC3 – Securitization exposures in the non-trading book and associated regulatory capital requirements – institution acting as an originator or as a sponsor 214
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Basel 3 Pillar III disclosures 226 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Subject Title of table Page of universal registration document Breakdown and changes in risk-weighted assets EU-SEC4 – Securitization exposures in the non-trading book and associated regulatory capital requirements – institution acting as an investor 211 EU MRA – Requirements to publish qualitative information on market risk 129 EU MRB – Qualitative disclosure requirements for institutions using internal market risk models 132 EU MR1 – Market risk under the standard approach 215 EU MR3 – IMA values for trading books 215 EU MR4 – Comparison of VaR estimates with gains/losses 215 EU MR2-A – Market risk under the Internal Models Approach (IMA) 216 EU MR2-B – Statements of RWEA flows of market risk exposures under Internal Models Approach (IMA) 216 EU ORA – General qualitative data on the operational risk 137 EU OR1 – Capital requirements for operational risk and weighted exposure amounts 217 Encumbered and unencumbered assets EU AE4 – Additional information 217 EU AE1 – Encumbered and unencumbered assets 217 EU AE2 – Collateral and own debt securities issued 217 EU AE3 – Sources of expenses on assets 218 Liquidity coverage ratios EU LIQA – Management of liquidity risk 219 EU LIQIB – Qualitative information on the LCR ratio complementing the EU LIQ1 model 219 EU LIQ1 – Quantitative information on the liquidity coverage ratio (LCR) 220 EU LIQ2 – Net Stable Financing Ratio 221 Compensation policies EU REMA – Compensation policy 222 EU REM1 – Compensation granted for the fiscal year 222 EU REM2 – Special payments to staff whose professional activities have a significant impact on the institution’s risk profile (identified staff) 222 EU REM3 – Deferred compensation 222 EU REM4 – Compensation of €1 million or more per fiscal year 222 EU REM5 – Special compensation to staff whose professional activities have a significant impact on the institution’s risk profile (identified staff) 222 Certification concerning the publication of the information 3.3.9 required under Pillar III disclosures I hereby certify that, to the best of my knowledge, the information provided in this document under Pillar III complies with Part 8 of CRR Regulation (EU) No. 575/2013 (and subsequent amendments) and that it was established in compliance with the internal control framework agreed at the level of the management body. Paris, March 23, 2023 Stéphanie Paix Chief Executive Officer Nathalie Bricker Chief Financial Officer
4 227 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 COMMENTS OFTHE FISCAL YEAR Significant events in 2022 4.1 228 Macro-economic context 4.1.1 228 Key events for Natixis’ business lines 4.1.2 230 Management report 4.2 as of December 31, 2022 232 Consolidated results 4.2.1 232 Analysis of Natixis business lines 4.2.2 233 Main investments 4.3 and divestments performed over the period 239 Post-closing events 4.4 240 Information about Natixis S.A. 4.5 240 Natixis S.A.’s income statement 4.5.1 240 Proposed allocation of earnings 4.5.2 241 Sumptuary and non-deductible 4.5.3 expenses 241 Payment terms 4.5.4 241 Outlook for Natixis 4.6 242 Definitions and alternative 4.7 performance indicators 243
4 COMMENTS OF THE FISCAL YEAR Significant events in 2022 228 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Significant events in 2022 4.1 Macro-economic context 4.1.1 Growth and monetary policies 4.1.1.1 The global economy, which suffered an energy crisis after the pandemic, gradually ran out of steam in 2022. At the peak of the increase in the summer of 2022, gas and electricity prices were multiplied by ten compared to the beginning of 2021. However, commodity prices eased in August, after the surge caused by the invasion of Ukraine on February 24, due to the economic slowdown. The economy has largely continued to benefit from the dynamic growth momentum generated by the strong post-COVID mechanical rebound of spring 2021. It has nevertheless suffered severely from a succession of new exogenous shocks, both geopolitical (conflict in Ukraine, Taiwan) and health-related, from structural labor shortages and, above all, from the spread of galloping inflation, particularly in the United States and Europe. This necessitated unprecedented monetary tightening on both sides of the Atlantic, which accelerated in the second half of the year, resulting in a violent bond crash, worse than that of 1994. The euro zone and France were thus increasingly threatened by a situation of stagflation, i.e. a combined regime of high inflation, persistently low growth and rising interest rates, similar to the situation in the 1970s. China, whose GDP growth was only 3%, suffered from a deep real estate crisis and the zero-COVID lockdown strategy, which was eventually abandoned by the Chinese authorities in early December, leading to a total reopening of the economy and the lifting of the health constraints that had persisted for two years. The US economy grew by 2%, after 5.9% in 2021, while the euro zone’s GDP grew by 3.3% respectively, after 5.3% in 2021. The French economy, driven by the resilience of demand and the rebound in the services sector, grew by 2.5% in volume, after 6.8% in 2021. Inflation accelerated sharply in 2022, reaching levels not seen for 40 years, in connection with the demand shock linked to the lifting of restrictions and the rise in commodity prices, which was accentuated by the conflict in Ukraine. Oil prices also averaged just over US$100 per barrel for the year, well above the US$70 per barrel forecast for 2021. The gas price shock was very brutal in Europe, with the price of gas on the European market (TTF) at nearly €130 per MWh over the year, i.e. 2.7 times its average level for 2021 (€47 MWh). The depreciation of the euro against the dollar also accentuated inflationary pressures in the euro zone. As a result, euro zone inflation rose from 5.0% in December 2021 to a peak of 10.6% in October 2022 and 9.2% in December. In the US, inflation peaked earlier, in June 2022 at 9%, and then gradually declined to 6.4% in December. The annual average was 8% for the US economy and 8.4% for the euro zone. World trade, penalized by the disorganization of value chains, geopolitical tensions and the sanctions imposed on Russia, has stalled, as has world demand for France. One of the most striking developments in the euro zone concerns the dynamism of investment, which surprised many in the third quarter, and the resilience of household consumption, which, despite very poor confidence indices linked to the stalemate in the Ukraine, was able to draw on savings to counter the loss of real gross disposable income. Household savings rates have now returned to levels fairly close to those prevailing prior to the COVID pandemic in the first quarter of 2020, reaching 13.2% in the euro zone in the second quarter of 2022, its fourth quarter 2019 level. In terms of the labor market, 2022 was marked by strong momentum. Job creation continued to be robust in both the United States and the euro zone. Employment continued to grow despite a less buoyant environment due to inflation weighing on demand and production constraints still affecting the manufacturing industry (supply problems, rising prices of intermediate goods and energy). As a result, unemployment rates have continued to fall and are at particularly low levels in certain countries: 3.7% in the United States and the United Kingdom, and 6.5% in the euro zone in October. Monetary policy Faced with sharply accelerating inflation in the major developed economies, central banks have significantly tightened their monetary policy. The tightening took place first through the reduction of net asset purchases, as part of quantitative easing programs. Central banks have thus decided to no longer increase the size of their balance sheets, but to only reinvest the amounts of previously acquired securities reaching maturity. The European Central Bank (ECB) ended its Pandemic Emergency Purchase Program in March. Net purchases were reduced from around €40 billion on average per month in the first quarter of 2022 to almost zero at the end of the second quarter of 2022. The ECB also announced the end of net asset purchases from the third quarter of 2022 as part of its normal program (Asset Purchase Program), which it had initially increased in size in the first quarter of 2022 to accompany the end of the PEPP. Finally, the ECB announced in December 2022 that it will begin this net reduction phase of its asset purchase program (APP) from March 2023 by not reinvesting the equivalent of €15 billion per month of maturing securities until the end of the second quarter. The calibration of the reduction in its asset holding will be reassessed according to changes in economic indicators. Assets held in the maturing emergency asset purchase program (PEPP) will be reinvested until at least the end of 2024. Other central banks have also reduced the size of their balance sheets (“Quantitative Tightening”) such as the central bank of Canada, Australia, but also the Fed.
4 COMMENTS OF THE FISCAL YEAR Significant events in 2022 229 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition to quantitative adjustments, a cycle of sharp rate hikes has been initiated by many central banks. With regard to the Fed, key rates rose by 425 bps between January and December 2022 to reach 4.50%. The ECB began its rate hike in July with a first increase of 50 basis points, then two increases of 75 bps in September and October and a further increase of 50 bps in December. The ECB’s main key rates are 2.50% for the refinancing rate, 2.75% for the marginal lending facility and 2% for the deposit rate. The other major central banks have also made increases of more or less similar magnitude. The increased pace of hikes was accompanied by relatively harsh rhetoric conveying the messages that the bull cycle was not over and that rates will remain high for a long time. Indeed, it appears from the upward revisions of central bank inflation forecasts that they do not anticipate a rapid return of inflation to their targets over the next two years. Rates 4.1.1.2 The inflationary drift and the risks of unanchoring price expectations have forced central banks to normalize their monetary policies, by implementing key rate increases and balance sheet reductions, even if it means causing a recession. This sharp monetary shift has been undertaken more by the US Federal Reserve (Fed), the Bank of England and the central banks of emerging economies than by the Bank of Japan and the ECB. The Fed has raised its key interest rates very quickly, seven times since March, the most abruptly since the Volcker era, by a total of 425 basis points, to a range between 4.25% and 4.5%. It also ended its asset purchases and decided to gradually reduce its balance sheet. The ECB only started to raise interest rates, the fastest in its history, in July, in a context where the origin of price increases was more related to energy and disruptions in value chains than to dynamic domestic demand. However, in response to the euro’s tendency to depreciate below parity with the dollar, leading to imported inflation, it raised its main policy rates by a total of 250 basis points on four occasions, in July, September, October and December, raising the refinancing rate to 2.5%. It also raised the interest rate applicable to TLTRO 3 operations at the end of October and set the remuneration of banks’ reserve requirements at the deposit facility rate, in order to reduce windfall effects with these last two measures. Monetary tightening and inflation have driven long rates up sharply on both sides of the Atlantic, while increasing interest rate differentials between countries in the euro zone, particularly between Germany and Italy. Very violent market movements brought the 10-year OAT to 3.1% on December 30, 2022, from 0.194% on December 31, 2021, an increase of more than 290 basis points in just one year. This rise was even faster than the one that occurred in 1994. This phenomenon, beyond the fluctuations, led to a real bond crash on both sides of the Atlantic. The price of bonds fell by 20% in one year for European securities with maturities between 7 and 10 years. Foreign exchange 4.1.1.3 2022 was marked by strong exchange rate volatility against a backdrop of heightened expectations of rate hikes throughout the year and the geopolitical context. The euro has thus fallen by 6% since January 1 against the US. currency, ending the year at $1.0696. The DXY dollar index has gained about 8% over 2022. The dollar thus benefited from its status as a defensive asset in a very tense geopolitical context due to the conflict in Ukraine. It has also been supported by the aggressive tightening of monetary policy by the Fed. The US central bank has been more aggressive than the ECB, which has helped make the US currency more attractive to investors. The euro hit a session low against the dollar on September 28 at $0.9534. The dollar lost some of its gains at the end of the year, due to expectations of a slower pace of rate hikes in December, and also to expectations of rate cuts in the second half of 2023, although the latter scenario was rejected by the Fed. The GBP lost against the USD and EUR. The sharp rise in uncertainties related to the energy crisis and the change in political leaders weighed on the currency. The arrival of the new Prime Minister Rishi Sunak and the announcement of a £55 billion budget deficit reduction plan barely allowed the GBP to stabilize at around 0.87 in October/November. But the Bank of England’s timid response to high inflation and the prospect of a prolonged economic recession eventually weighed on the GBP again at the end of the year to a level of 0.886. The mismatch between Japan’s ultra-accommodating monetary policy and that of most of the world’s major economies engaged in unprecedented monetary tightening has penalized the Yen throughout 2022. The JPY tested all-time lows of 152 per dollar during the 3rd quarter before rebounding at the end of the year. While the Bank of Japan intervened massively in the foreign exchange market to limit the depreciation of its currency to well over 150, the decline of the dollar in the last quarter was more effective in indirectly strengthening the JPY. At the end of the year, the announcement of an upward revision of its 10-year long rate cap also helped to strengthen the JPY up to 130 against the USD and up to 140 against the EUR. The CHF, the safe-haven currency par excellence in times of crisis, has strengthened significantly against the euro since the beginning of the Ukrainian conflict and has exceeded the parity level (EUR/CHF). The year 2022 began with a relatively strong euro, with the currency pair still trading at a high of 1.06 EUR/CHF in early February. However, given the geopolitical and macro-economic context, investors favored safe havens such as the CHF. Faced with these pressures, the currency pair reached an all-time low of 0.9409 EUR/CHF at the end of September and finally closed the year at 0.988 EUR/CHF. Finally, we note the weakness of the yuan throughout the year, with the USD/CNY exchange rate at 6.36 at the beginning of the year, peaking at 7.33 in early November and finally recovering to end the year with a USD/CNY exchange rate of 6.90. This movement observed in the last month of the year is mainly due to the decline in the dollar. But the questioning of the zero COVID strategy and the announcement of support measures for the real estate sector were also well received by the markets, which anticipate a faster economic recovery in 2023.
4 COMMENTS OF THE FISCAL YEAR Significant events in 2022 230 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Oil 4.1.1.4 The price of a barrel of Brent crude averaged US$100.76 in 2022, 42.6% higher than in 2021 (US$70.68/barrel) and almost two and a half times the level of 2020, the year of the COVID-19 crisis and lockdowns (US$41.75). The annual average value of the Brent crude oil price had not crossed the US$100/barrel mark since 2013 (US$108.63/barrel). Oil prices (of both Brent and WTI, the US benchmark crude) rose significantly in the first half of 2022, particularly after the start of Russia’s invasion of Ukraine on February 24, reaching a peak in June of nearly US$122.7/barrel, its highest monthly level since March 2012 (US$125.45/barrel). In the second half of 2022, oil prices, on the contrary, declined, notably due to the stability of Russian exports (down to the West but re-exports to China and India). The markets also anticipated a drop in demand due to a possible economic recession (and China’s drastic lockdown measures in the face of the COVID-19 pandemic). The price of Brent crude oil reached its lowest point on December 8, at a level of US$75/barrel, according to the US Energy Information Agency. Equities 4.1.1.5 After reaching record highs in 2021, the stock markets closed the year 2022 with a significantly negative performance but with comparisons largely in favor of the European indices. This is due to the sectoral composition of US assets, where growth stocks are proportionally more represented, the appreciation of the dollar, which has acted as a brake on US trade in relative terms, and the Federal Reserve’s more rapid and aggressive monetary tightening. The equity markets indeed suffered from the rise in uncertainty and especially from the increase in long-term interest rates. In parallel with the bond crash, the Dow Jones fell by 8.7% and the Nasdaq by 33.1%. The CAC 40 lost 9.5% to 6,473.8 points on December 30, 2022, compared to 7,153 points on December 31, 2021, but after reaching a low of 5,676.9 points on September 29. At the sector level in Europe, energy stood out with a positive performance of 35.8%. Finance and Health held up slightly better than the other sectors with -5.3% and -6.7%. The IT sector was by far the most negative with -29%. In the United States, energy performed even better with 58.1%. Utilities and consumer staples held up somewhat better than the others with -1.5% and -3.2%. Telecommunications recorded the worst performance with -41.3% Key events for Natixis’ business lines 4.1.2 Lastly, as BPCE and Natixis announced as part of the strategic plan approved on July 8, 2021, Groupe BPCE is changing its organization by including the Insurance and Payments business lines of Natixis S.A. within BPCE, via the transfer to BPCE of all the shares held by Natixis in Natixis Immo Exploitation (NIE) and by modifying the organization of the support departments by grouping together within BPCE S.A. the activities intended to be pooled. This change aims to accelerate the development momentum of all Groupe BPCE business lines by providing them with the means to increase their strategic maneuverability, their development in the service of clients and their performance, through a simplification of the organization. The transaction, approved by the Board of Directors on February 10, 2022 and by the regulatory authorities, was completed on March 1, 2022 for the NIE entity and the support departments, and on March 22, 2022 for the transfer of the Insurance and Payments business lines. This date marked the birth of the Global Financial Services (GFS) division, which brings together Groupe BPCE’s global business lines: Asset & Wealth Management, notably through the Natixis Investment Managers (Natixis IM) brand, and Corporate & Investment Banking (notably via the Natixis Corporate & Investment Banking (Natixis CIB) brand). In addition, at the beginning of 2022, Natixis successfully completed the sale of 10.04% stake in Coface, thus allowing Natixis’ stake in Coface to be fully settled. Throughout 2022, the Global Financial Services division continued to implement its strategic plan, consolidated its positions and continued the commercial development of its main business lines, focused both on clients of Groupe BPCE’s networks and on its own clients. Asset Management partnerships until the end of 2030. In addition, Natixis IM finalized the agreement signed with H2O AM on the termination of their partnership. It also entered into an agreement to sell its 100% stake in AlphaSimplex Group to Virtus Investment Partners and sold its block of shares in Fiera Capital while renewing its distribution agreement with the American company. In Asset Management, Natixis IM continued to strengthen its multi-affiliate model and continued to actively manage its affiliate portfolio. It completed the acquisition of the stakes that La Banque Postale held until now in Ostrum AM (45%) and AEW Europe (40%). Natixis IM and La Banque Postale also extended their institutional In addition, Natixis IM has continued to roll out its client feedback mechanism and launched a series of projects and initiatives focused on the client experience: deployment of its new Client Portal, launch of Asset Studio (a digital platform developed with seven fintechs) and development of Funds DLT solutions based on blockchain technology at Ostrum AM. These initiatives were recognized with the L’Agefi AM Tech Day 2022 award for the most innovative technological solution. Natixis IM also continued to roll out the Natixis IM Operating Services platform developed by Loomis Sayles to its US affiliates. Mirova announced the acquisition of Asset Management company SunFunder, accelerating its development to become a global leader in impact investing. The teams of DNCA, Loomis Sayles, WCM Investment Management and Harris Associates have won several Refinitiv Lipper Fund Awards that recognize the exceptional performance of their funds in Europe and the United States. Loomis Sayles was named Multi-Asset Manager of the Year at the Insurance Asset Risk Awards for North America. The DNCA Finance teams also won nine awards at the 2022 Grand Prix de la Finance. Natixis Interépargne consolidated its position as a leading player in employee savings schemes and pension savings plans with more than 74,000 corporate clients and over 3 million savers. With a 24.6% share of the SRI employee and pension savings scheme market and a 27.8% share in socially responsible savings, it has consolidated its position as a leader in employee savings schemes through Socially Responsible Investment. Natixis Interépargne has signed up new emblematic clients, including Altice for the management of its PEE, Swiss Re for the management of PEEs, a PERCOL and the implementation of a PERCO for three of its companies, and Groupe Carrefour for its employee shareholding plan.
4 COMMENTS OF THE FISCAL YEAR Significant events in 2022 231 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In Wealth Management, Natixis Wealth Management continued its transformation program, particularly in Luxembourg where it repositioned its franchise, to better serve its direct clients in the “High Net Worth Individuals” segment. It strengthened the development of its activities in conjunction with Groupe BPCE, together with Natixis CIB, with which it launched a program to accelerate synergies. In this context, it successfully marketed a green debt security with a charitable dimension in which 0.20% of the total amount placed was donated to Institut Pasteur. The bank also pursued its ESG commitments by expanding the VEGA Investment Managers offering and strengthening its SRI management and monitoring framework. Lastly, it was voted best private bank by L’Agefi (“Prix de la gestion privée”) and won the silver trophy (“Best affiliate private bank”) at the Sommet du Patrimoine et de la Performance 2022. In Corporate & Investment Banking, Natixis CIB continued to diversify its core industries and develop its client base in its three geographical platforms, which it supported in their environmental, technological and societal transition strategy. Despite a complex environment, Natixis CIB maintained the performance of its sustainable and environmental activities, drawing on the expertise of its Green & sustainable hub. It financed France’s first offshore wind turbine off Saint-Nazaire, as well as the Provence Grand Large floating offshore wind turbine project. In the energy sector, it signed a €300 million credit line with EDF, indexed on climate and biodiversity criteria, and managed the IPOs of two green hydrogen producers, Haffner Energy and Lhyfe, while participating in market initiatives such as the creation of H40, the first index of French hydrogen start-ups and small caps. In the healthcare sector, Natixis CIB led the inaugural Euro PP Sustainability-Linked issue of Ramsay Santé. It also led Sanofi’s first bond issue indexed on a sustainable development indicator (amount of €650 million) and that of Valéo (amount of €750 million). Natixis CIB also led a €750 million green bond issue dedicated to sustainable agriculture, enabling Banques Populaires to refinance their assets in this sector. It co-managed AFT’s inaugural inflation-indexed green issue (the first of its kind issued by a sovereign issuer). In addition, all the business lines contributed to Natixis CIB’s strong sales momentum, as evidenced by the many commercial initiatives and successes: in Investment Banking, Natixis CIB played a co-lead role in V numerous capital increases in France. The bank was very active in the bond market, particularly on long maturities (10- and 20-year issues by Bouygues for €2.2 billion; €1 billion 10-year issue for Sagess, etc.); the Global Trade business line supported its strategic clients in a V complex context; Global Markets activities experienced strong volume growth, in V line with the strategy of developing flow products and winning new clients, and supported the growing need for client hedging, particularly on the foreign exchange and interest rate markets. The repositioning of the equity derivatives activity initiated at the end of 2020 is bearing fruit, with very sustained commercial activity and a controlled risk profile; lastly, in a context of slowdown in business volumes, the Mergers V & Acquisitions business line continued to develop its multi-boutique model; as part of the digital transformation of its financing operations, V Natixis CIB partnered in March with nCino, a pioneer in cloud banking solutions, to extend the digitalization of its financing activities. In addition, Natixis CIB has entered into a partnership with Hello Tomorrow (as a worldwide partner), a Deep Tech player that helps start-ups and companies in this sector to build new solutions; lastly, Natixis CIB received numerous awards, including: “Most V impressive Bank for Insurance Debt”, “Most impressive FIG originator Banker” (Global Capital Bond Award 2022); “Best Investment Bank, France” (Global Finance awards 2022), “Investment Bank of the Year for Sustainable Bonds” and “Investment Bank of the Year for Sustainability” (The Banker).
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 232 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Management report 4.2 as of December 31, 2022 For comparison purposes, following the sale of Coface’s share capital and the gradual and orderly divestment of its partnership with H2O, the contributions of Coface for 2021 and H2O AM are isolated at the bottom of the income statement. Similarly, following the disposal of the Insurance, Payments and Natixis Immobilier Exploitation activities and the transfer of part of the support functions to BPCE S.A., their contributions are isolated at the bottom of the income statement in “residual items from discontinued operations”. Lastly, pro forma management data refers to 2021 data after taking into account the restatements presented in Section 4.7. Consolidated results 4.2.1 (in millions of euros) 2022 2021 pro forma Change 2022 vs. 2021 Current Constant Net banking income 7,114 7,497 (5.1)% (9.6)% o/w business lines 7,092 7,437 (4.6)% (9.2)% Banking operating expenses (5,597) (5,737) (2.4)% (6.6)% Gross operating income 1,516 1,761 (13.9)% (19.2)% Cost of risk (287) (181) 58.4% Net operating income 1,229 1,579 (22.2)% Associates 13 12 8.2% Gains or losses on other assets 15 25 (41.0)% Change in the value of goodwill 0 0 Pre-tax profit 1,256 1,616 (22.2)% Income taxes (395) (466) (15.3)% Non-controlling interests (56) (82) (31.0)% Net income excluding GS Divested activities, Coface & H2O AM 806 1,068 (24.6)% Contribution of Coface 7 (100.0)% Contribution of H2O 18 (58) Net contribution from discontinued operations 985 Net income excluding GS Divested activities, Coface & H2O AM 1,809 1,018 77.7% Residual item from discontinued operations (9) 385 Net income (Group share) 1,800 1,403 28.3% Cost/income ratio 78.7% 76.5% Analysis of changes in the main items comprising the consolidated income statement Net banking income Natixis’ net banking income stood at €7,114 million in 2022, down 5.1% compared to 2021 at current exchange rates and 9.6% at constant exchange rates. Net revenues generated by the main business lines were down 4.6% at current exchange rates and 9.2% at constant exchange rates compared with 2021, to €7,092 million. The AWM and CIB divisions posted contrasting variations, with AWM revenues down 12.0% at current exchange rates and 17.0% at constant exchange rates in an environment marked by a significant decline in the equity and bond markets, while CIB revenues held up with a limited decline of 0.9% at constant exchange rates (up 3.0% at current exchange rates) compared with 2021. Corporate Center net banking income, which now includes Natixis Algérie and Natixis Private Equity run-off activities, stood at +€21 million versus +€60 million in 2021. It includes in particular +€111 million in respect of the discounting at historical rates of DSN in foreign currencies, compared to +€69 million in 2021 due to the strong appreciation of the dollar over the period. Excluding exceptional items, the decline in NBI for the Corporate Center is attributable to NBI from DVA/FVA hedging, which fell by -€54 million between the two years.
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 233 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Operating expenses and headcount Operating expenses of €5,597 million were down 2.4% compared to 2021 at current exchange rates and 6.6% at constant exchange rates, including exceptional expenses of €78 million in 2022 and €146 million last year for the TEO program and real estate strategy. Excluding exceptional expenses, expenses fell by 1.3% at current exchange rates and by 5.5% at constant exchange rates. Asset & Wealth Management expenses were down by 4.6% at current exchange rates and by 9.7% at constant exchange rates, mainly due to a reduction in variable compensation in line with the decline in revenues. Those of the CIB (excluding the exceptional items mentioned above) were up by 2% at current exchange rates but down by 1.5% at constant exchange rates. Corporate Center expenses (excluding exceptional items) were stable at current exchange rates at €392 million in 2022 and down by 2.4% compared to 2021 at constant exchange rates, including the contribution to the Single Resolution Fund at €229 million compared to €137 million in 2021. Headcount at the end of the period stood at 14,030 FTEs (Full-Time Equivalents) at the end of December, up 6.7% year-on-year. Headcount increased by 2.4% for the Asset & Wealth Management division, by 8.1% for the CIB division and by 10.1% for the Corporate Center, with the strengthening of the control functions and the development of the teams in Porto. Gross operating income Gross operating income reached €1,516 million in 2022, down 13.9% at current exchange rates and 19.2% at constant exchange rates compared with 2021. Pre-tax profit The cost of risk amounted to €287 million in 2022, up compared to 2021 (€181 million) impacted by the conflict in Ukraine and the provisioning of direct and indirect Russian exposures. The cost of risk of the business lines in relation to outstandings was 36 basis points in 2022 compared to 27 basis points in 2021, including a strengthening of provisions for outstandings in stages 1 and 2 given the uncertainties related to the macro-economic context. Revenues from Associates totaled €13 million in 2022 versus €12 million in 2021. The Gains and losses on other assets amounted to €15 million in 2022, corresponding to the capital gain on the disposal of buildings compared to €25 million in 2021. The change in the value of goodwill was nil in 2022. Income before tax therefore totaled €1,256 million in 2022 versus €1,616 million in 2021. Net income (Group share) The tax expense amounted to €395 million in 2022. Non-controlling interests amounted to -€56 million in 2022, of which -€48 million for the AWM division and -€11 million for the CIB division. The net contribution from discontinued operations in 2022 amounted to +€985 million and corresponds to the capital gain on the disposal of the Insurance and Payment activities effective January 1, 2022. The residual net contribution from discontinued operations in 2022 was -€9 million compared to +€386 million in 2021 proforma (insurance activities, payments and Natixis Immobilier Exploitation and impact of the transfer of part of the support functions to BPCE S.A.). This resulted in positive net accounting income of €1,800 million in 2022 compared with €1,403 million in 2021. Analysis of Natixis business lines 4.2.2 Asset & Wealth Management 4.2.2.1 (in millions of euros) 2022 2021 pro forma Change 2022 vs. 2021 Current Constant Net banking income 3,337 3,790 (12.0)% (17.0)% Asset Management 3,158 3,606 (12.4)% (17.7)% Wealth Management 178 184 (3.2)% (3.2)% Banking operating expenses (2,630) (2,758) (4.6)% (9.7)% Gross operating income 706 1,033 (31.6)% (36.2)% Cost of risk 5 (4) Net operating income 711 1,029 (30.9)% Associates 0 1 (72.1)% Gains or losses on other assets 0 14 (97.1)% Change in the value of goodwill (11) (8) 30.2% Pre-tax profit 701 1,036 (32.3)% Contribution of H2O 18 (58) Net income (Group share) 479 652 (26.6)% Cost/income ratio 78.8% 72.8% The interim management balances (from NBI to Pre-tax profit) do not include the H2O contribution. The revenues of the Asset & Wealth Management division fell by -17% compared to 2021 at constant exchange rates (-12% at current exchange rates) to €3.3 billion. Expenses fell by -10% at constant exchange rates (-5% at current exchange rates) to €2.6 billion. Gross operating income decreased by -36% at constant exchange rates (-32% at current exchange rates) to €706 million.
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 234 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A – Asset Management Assets under management at the end of December 2022 amounted to €1,078.8 billion, down by -€180.3 billion or -14% at current exchange rates (-17% at constant exchange rates) compared to December 31, 2021, mainly due to a very unfavorable market effect (-€190.4 billion), the exit from the scope of H2O outstandings (-€13.5 billion) following the sale of 26.61% of the share capital in the first quarter of 2022 and net outflows (-€17.1 billion), partly offset by a positive currency effect (+€40.7 billion). Change in assets under management over the year (in billions of euros) 1,259.0 -13.5 1,245.5 40.7 -17.1 -190.4 1,078.8 31/12/2021 H2O scope effect (*) 31/12/2021 excluding H2O Currency effect Net inflows Market effect 31/12/2022 -14% / (-€180.3 billion) At constant exchange rates -17% / -€220.9 billion (*) Disposal of H2O in the first quarter of 2022 (-€13.5 billion) The business line recorded net outflows of -€17.1 billion over fiscal year 2022, of which -€21.9 billion for long-term products. In the United States, net outflows amounted to -€18.8 billion, V mainly at Loomis Sales & Co. (in equity and bond products) and Harris Associates (mainly in equity products), mitigated by net inflows at Integrated Portfolio Implementation (diversified products) and Direct Indexing (equity products). Long-term net outflows in Europe were -€5.5 billion. It is the result V of net outflows mainly at Ostrum Asset Management (life insurance and bonds) partially offset by net inflows at Mirova (equity, alternative and bond products), DNCA Finance (bond products), VEGA Investment Managers (diversified products) and AEW Europe (real estate products). Private Equity companies had net inflows of €1.8 billion, mainly in V alternative products at Vauban Infrastructure Partners, MV Crédit, Flextone Partners, while Naxicap Partners had net outflows. In Distribution, inflows reached €1.0 billion thanks to Dynamic V Solutions (equities and diversified products) and Private Debt (alternative products). The Asia region saw a net outflow of -€0.4 billion, mainly from V Investors Mutual Limited (equity products). Average outstandings at €1,066.0 billion in 2022 were down (-7%) compared to 2021 in constant euros. Excluding Ostrum, average outstandings fell by 6%. The interest rate on outstandings was 25.3 basis points, up 0.2 basis points compared with December 31, 2021. It amounted to 38.1 basis points excluding Ostrum Asset Management (-0.4 basis points) due to a lower average interest rate at Ostrum. dollar effect, the decline in net banking income was strongly influenced by the decrease in performance fees, mainly in Europe at AEW Europe. Net management and distribution fees were also down at constant exchange rates in the United States and in Retail, while an increase was recorded in Europe and in Private Equity. Financial income was impacted by the unfavorable valuation of the seed money portfolio (mainly for the sponsorship activity) and by lower dividend revenues compared to 2021. At December 31, 2022, net banking income of €3,158.3 million was down by €448.0 million (-12%) compared with December 31, 2021, despite a very favorable euro/dollar exchange rate effect (-18% at constant exchange rates) and, to a lesser extent, a scope effect linked to the contributions of AEW UK IM LLP, SunFunder and the creation of Loomis Capital Ré for €4.1 million. Excluding the Expenses amounted to €2,461.6 million, down by €126.6 million (-5%) compared to December 31, 2021, (-10% at constant exchange rates) with a scope effect of AEW UK IM LLP, SunFunder and Loomis Capital Ré of €9.4 million. The decrease in expenses is attributable to lower variable personnel costs, in line with the decline in recurring revenues, mainly in Europe (due in particular to lower performance fees at AEW Europe) but also in the United States and the Federation. At the same time, internal fixed personnel costs increased, reflecting the growth in headcount in all regions and salary increases, mainly in the United States and Europe. Non-personnel expenses were up overall, mainly IT costs, due in particular to the increase in amortization of capitalized projects put into production and the improvement of infrastructures at Loomis and the holding company, travel and entertainment expenses with the resumption of face-to-face events with clients, documentation and market data expenses due to higher rates and increased volumes linked in particular to the increased need for ESG data, the relaunch of communication and advertising campaigns, but also consulting expenses, in particular in connection with corporate projects (mainly the sale of Fiera, the acquisition of SunFunder and the creation of the Loomis Capital Ré entity). These increases were partly offset by the decrease in external personnel costs, particularly in Distribution, due to the renegotiation of administration and custody costs, combined with that of external subcontracting expenses and taxes and duties.
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 235 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 B – Wealth Management In 2022, the net banking income of the business line, at €178.2 million, was down by 3% (-€5.9 million) compared to 2021, which had recorded significant performance fees (€12.5 million in 2021 vs. €1.1 million in 2022). Adjusted for these items, recurring revenues were up by 3% (+€5.5 million) supported by the good dynamism of the financial margin. Expenses amounted to €168.6 million, slightly down by 1% compared to 2021, mainly due to the decrease in non-recurring costs for the restructuring of the Luxembourg subsidiary and expenses related to the real estate master plan lower than 2021. Adjusted for non-recurring items, the business line expenses were up by a limited 1% (+€0.9 million) compared to 2021. The increase mainly relates to fixed internal personnel costs in connection with the increase in headcount and communication costs to support the development of the activity. Corporate & Investment Banking division 4.2.2.2 (in millions of euros) 2022 2021 pro forma Change 2022 vs. 2021 Current Constant Net banking income 3,756 3,646 3.0% (0.9)% Global Markets 1,833 1,566 17.1% 14.7% Fixed Income 1,310 1,144 14.5% 12.3% Equity 534 420 27.1% 24.4% XVA desk (11) 2 Global Finance 1,463 1,482 (1.3)% (6.8)% Investment Banking 469 613 (23.5)% (26.6)% Other items (10) (14) (33.3)% (50.1)% Banking operating expenses (2,530) (2,491) 1.6% (1.9)% Gross operating income 1,226 1,156 6.0% 1.3% Cost of risk (252) (167) 51.3% 46.1% Net operating income 973 989 (1.6)% (6.2)% Associates 12 10 19.4% 19.4% Gains or losses on other assets 0 1 Pre-tax profit 986 1,000 (1.5)% (6.0)% Net income (Group share) (Restated) 726 724 0.3% (4.2)% Cost/income ratio 67.4% 68.3% In 2022, Corporate & Investment Banking net banking income amounted to €3,756 million, down 0.9% compared to 2021 at constant exchange rates. Capital market revenues totaled €1,833 million in 2022, up 14.7% compared with 2021 at constant exchange rates. At €1,310 million in 2022, revenue from Fixed Income, FX, Credit, Commodities and Treasury activities are up overall by 12.3% compared to 2021 at constant exchange rates and 14.5% at current exchange rates. The following changes were observed in each segment: revenues from Rates and Foreign Exchange activities were up by V 42.3% to €414 million compared to 2021, which included an exceptional charge of -€18.5 million related to the provisioning of a dispute with a local authority. Excluding this exceptional item, revenues were up by 33.8% at constant exchange rates. Foreign Exchange activities were up sharply, with revenues up 2x to €226 million, benefiting from increased demand for hedging from clients in a volatile forex market context and offering higher margins, while Rates activities were down by a limited 3.8% to €189 million, due to unfavorable impacts in the first quarter of 2022 related to the rise in interest rates; revenues from GSCS credit activities were down by 5.6% V compared to 2021 to €344 million, impacted by more difficult market conditions; repos revenues, now split 50/50 between Fixed Income and Equity, V amounted to €346 million, up on 2021, having benefited from good activity at the end of the year in a context of rising rates and the repayment of TLTRO operations; with revenues of €534 million, up 24.4% at constant exchange V rates compared with 2021, the Equity business continued the recovery begun in 2021 with dynamic commercial activity and also benefited from positive market impacts. Revenues from joint ventures (i.e. with income shared equally between Global Markets and Investment Banking to ensure team alignment) showed a mixed performance in 2022. The Acquisition & Strategic finance revenues were down by 55.8% to €92 million, penalized by the recognition of discounts on current syndications and in a context of a sharp slowdown in primary activity. Bond market syndication recorded revenues of €123 million, down slightly by 0.7% compared to 2021 in a primary bond issue market still dynamic in 2022 but nevertheless lower than in 2021.
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 236 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 At €1,463 million, revenues from Financing including Global Trade and film industry financing (Coficiné) were down by 6.8% compared to 2021 at constant exchange rates. Revenues from origination and syndication activities in Real Assets amounted to €203 million, down 9.3% compared with 2021, due to a slowdown in activity in the second half of the year in the Infrastructure sector and to the negative impact of the valuation of positions pending securitization. At €829 million in 2022, the revenues of the financing portfolio were down by 13.1% at constant exchange rates with a decline in the net interest income. Revenues from Global Trade increased by 10.1% at constant exchange rates to €407 million, notably benefiting from a higher average oil price than last year. Revenues from Investment Banking including M&A were down by 26.6% compared to 2021 at constant exchange rates for cumulative revenues of €469 million. After a record year in 2021, M&A activity was lower in 2022 in a sharply slower M&A market, with revenues of €279 million down 28.3% at constant exchange rates. In 2022, Corporate & Investment Banking’s expenses totaled €2,530 million, down 1.9% at constant exchange rates compared with 2021. Excluding TEO program expenses of €0.4 million in 2022 and €9 million in 2021, expenses are down 1.9% at constant exchange rates, including a reduction in variable compensation compared with 2021. Excluding variable compensation, expenses increased by 2.9% at constant exchange rates, reflecting the continuation of investments, particularly in systems. Gross operating income totaled €1,226 million, up 1.3% compared with 2021 at constant exchange rates. The cost/income ratio stood at 67.4% in 2022, up 0.9 points compared to 2021 (68.3%). At €252 million, the cost of risk increased compared to 2021, impacted by the conflict in Ukraine and the provisioning of direct and indirect Russian exposures. Pre-tax profit was €986 million, down 6.0% compared to 2021 at constant exchange rates. Corporate center 4.2.2.3 (in millions of euros) 2022 2021 pro forma Change 2022 vs. 2021 Current Net banking income 21 60 (64.8)% Algeria 61 55 9.4% NPE (4) 1 Cross-business functions (36) 4 Banking operating expenses (437) (488) (10.6)% Gross operating income (416) (428) (2.9)% Cost of risk (40) (11) Net operating income (455) (439) 3.7% Associates 0 0 Gains or losses on other assets 14 10 41.2% Change in the value of goodwill 11 8 30.2% Pre-tax profit (430) (421) 2.3% Corporate Center net banking income from its business lines totaled +€21 million at end-December 2022 versus +€60 million at end-December 2021. A – Natixis Algérie Average short-term outstanding loans increased by 3% at constant exchange rates due to the increase in the financial and cash management needs of the Bank’s corporate clients, while average medium- and long-term outstanding loans decreased by 17% at constant exchange rates compared to 2021. Customer deposits were down 3% due to a regulatory change (since April 2022, the Algerian state has repealed an obligation dating back to 2017 to establish a deposit for all imported merchandise intended for resale in state). Off-balance sheet commitments increased by 14% at constant exchange rates, driven by documentary credits. Natixis Algérie presents net banking income at +€61 million, up by 9% compared to the year 2021. Excluding the favorable foreign exchange effect of €3.8 million, net banking income increased by 2% with an increase in (i) income from equity investments (+17%) from investments in treasury bills, and (ii) documentary credits (+30%). These changes are partially offset by the reduction in the net margin (-9%) marked by (i) the decline in interest received (-5%) due to the interest rate effect and lower demand for equipment loans, and (ii) the increase in interest paid (+4%). B – Natixis Private Equity (NPE) Natixis Private Equity’s commitments for the run-off portion amounted to €19.6 million, down 41% (-€13 million) compared to fiscal year 2021. This decrease is due to the decrease in cash-at-risk commitments, mainly on venture funds following the recording of the secondary disposal of one fund and the decline in the valuation of another fund. Off-balance sheet commitments have been zero since December 31, 2021.
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 237 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Net banking income amounted to -€3.6 million, down by €4.7 million compared to 2021 due to the impairment losses recorded during the year, partially offset by various proceeds from disposals/distributions. C – Cross-business functions Net Banking Income of Cross-Business Functions mainly includes revenue from treasury and balance sheet management transactions. It stood at -€36 million at the end of 2022 compared to +€4 million at the end of 2021. Exchange rate fluctuations on deeply subordinated notes issued in V dollars amounted to +€111 million at the end of 2022 compared to +€69 million the previous year. NBI from FVA/DVA hedging stood at -€43.8 million in 2022 V compared with +€10.5 million in 2021. Disposal of the Insurance activities on January 1, 2022 released a V surplus of Tier 2 resources with an additional cost of €37.9 million. The change in interest rate effects on other NBI items represented V an impact of +€31 million. Corporate Center expenses totaled €436.8 million at the end of 2022 compared to €488.4 million at the end of 2021. The contribution to the Single Resolution Fund totaled V €228.9 million for 2022 versus €136.7 million in 2021. Excluding this item, expenses amounted to €207.9 million at the V end of 2022, compared with €351.7 million at the end of 2021, mainly due to the costs of the real estate strategy, the TEO program and the Group’s reorganization project. Gross operating income stood at -€415.5 million at end-2022 versus -€427.9 million at end-2021. The Corporate Center cost of risk was -€39.7 million at the end of 2022 compared to -€11.0 million one year earlier. Pre-tax profit was -€430.3 million at the end of 2022 compared to -€420.6 million at the end of 2021. Cost of risk 4.2.2.4 The cost of risk was -€287 million at December 31, 2022, of which -€153 million was in respect of non-performing loans and -€134 million in respect of performing loans. The cost of risk was -€181 million at December 31, 2021, of which -€168 million in respect of non-performing loans and -€13 million in respect of performing loans. Total cost of risk by division (in millions of euros) 31/12/2022 31/12/2021 Corporate & Investment Banking (252) (167) Asset & Wealth Management 5 (4) Others (40) (10) TOTAL COST OF RISK (287) (181) Total cost of risk by geographic area (in millions of euros) 31/12/2022 31/12/2021 EMEA (236) (143) Central and Latin America (16) 12 North America (15) 7 Asia and Oceania (20) (57) TOTAL COST OF RISK (287) (181)
4 COMMENTS OF THE FISCAL YEAR Management report as of December 31, 2022 238 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Appendix to 4.2.2 – Consolidated results 1. Reconciliation of management results to consolidated results at December 31, 2022 (in millions of euros) 2022 Manage- ment vision excluding exceptional items Non-recurring items 2022 Restated (H2O, discon- tinued operations) H2O reclassi- fication Reclassi- fication Discon- tinued operations 2022 Reported AWM CIB GFS Head Office NCIB Support functions Corpo- rate Center Discon- tinued activities Net banking income 7,040 0 0 73 7,114 13 38 7,164 Banking operating expenses (5,519) (33) 0 (10) (17) (17) (5,597) (8) (51) (5,656) Gross operating income 1,521 (33) 0 (10) (18) 56 1,516 4 (13) 1,508 Cost of risk (287) (287) (287) Net operating income 1,234 (33) 0 (10) (18) 56 1,229 4 1,234 Associates 13 13 13 Gains or losses on other assets 1 0 14 15 16 31 Change in the value of goodwill 0 0 0 Pre-tax profit 1,248 (33) 0 (10) (18) 70 1,256 21 (13) 1,265 Income taxes (396) 9 0 3 5 (15) (395) (1) 3 (393) Non-controlling interests (58) 1 (56) (2) -58 Contribution of H2O 18 18 (18) 0 Contribution from discontinued operations 976 976 9 985 Net income (Group share) 794 (5) 0 (7) (13) 56 976 1,800 0 0 1,800 Cost/income ratio 78.4% 78.7% 78.9% 2. Reconciliation of management results to consolidated results at December 31, 2021 (in millions of euros) 2021 Mana- gement vision excluding excep- tional items Exceptional items 2021 Restated (H2O, Coface, discon- tinued opera- tions) Coface reclassi- fication H2O reclassi- fication Reclassi- fication Discon- tinued opera- tions 2021 Reported AWM CIB GFS Head Office NCIB Support functions Corpo- rate Center Coface Discon- tinued activitie- s Net banking income 7,447 (18) 0 69 7,497 121 1,498 9,117 Banking operating expenses (5,591) (41) (9) (6) (19) (71) (5,737) (55) (964) (6,756) Gross operating income 1,856 (41) (28) (6) (19) (2) 1,761 66 534 2,360 Cost of risk (181) (181) (8) (190) Net operating income 1,675 (41) (28) (6) (19) (2) 1,579 66 526 2,171 Associates 12 12 7 7 26 Gains or losses on other assets 25 0 25 0 (84) 4 (55) Change in the value of goodwill 0 0 0 Pre-tax profit 1,711 (41) (28) (6) (19) (2) 1,616 7 (19) 537 2,141 Income taxes (491) 11 7 2 5 1 (466) (14) (151) (632) Non-controlling interests (84) 3 (82) (25) 0 (106) Contribution of Coface 7 7 (7) 0 Contribution of H2O (58) (58) 58 0 Contribution from discontinued operations 385 385 (385) 0 Net income (Group share) 1,136 (85) (21) (4) (14) (2) 7 385 1,403 0 0 0 1,403 Cost/income ratio 75.1% 76.5% 74.1%
4 COMMENTS OF THE FISCAL YEAR Main investments and divestments performed over the period 239 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Main investments and divestments 4.3 performed over the period Business line Investment description Full year 2022 Asset Management Acquisition of 100% of SunFunder by Mirova, a private debt management company financing renewable energy projects in Africa and in Asia, in order to accelerate its development to become a global leader in impact investing. Asset Management Acquisition by Natixis IM of La Banque Postale’s stakes in Ostrum AM (45%) and AEW Europe (40%) and extension of institutional partnerships in Asset Management until the end of 2030. Full year 2021 Asset Management Acquisition of non-controlling interests (remaining 50%) of AEW UK Investment Management LLP. Payments Acquisition in June 2021 of Jackpot, a start-up specializing in the digitization of vouchers and the issue of e-gift cards, which will become the sole supplier for the entities of the Benefits business unit while continuing to offer its solution to companies outside Natixis. Full year 2020 Asset Management The merger of the fixed-income and insurance management activities of Ostrum Asset Management and La Banque Postale Asset Management was completed on October 31, 2020. This merger marks the creation of a leader in Asset Management in Europe, with over €430 billion in assets under management and over €590 billion managed through its services platform at the end of September 2020. In addition, a number of targeted disposals were carried out. Business line Divestment description Full year 2022 Natixis Transfer by Natixis S.A. to BPCE S.A. of the Insurance and Payments business lines completed on March 22, 2022 and Natixis Immobilier d’Exploitation on March 1, 2022. Natixis Disposal by Natixis of the remaining stake in Coface (10.04%). Following this transaction, Natixis no longer holds any equity stake in Coface. Asset Management Announcement of the proposed sale of 100% of the capital of AlphaSimplex Group, an American Asset Management company specializing in liquid alternatives, to Virtus Investment Partners. Completion of the transaction scheduled for 2023. Asset Management Finalization of the agreement to unwind the partnership between Natixis Investment Managers and H2O AM: disposal of 26.61% of the shares in H2O AM then, within four years or no later than six years, of the remaining 23.4% of shares and resumption of the distribution activities by H2O AM. Asset Management Disposal of Natixis Investment Managers’ minority stake in Fiera Capital and continuation of the distribution partnership enabling the two Asset Management companies to offer their clients a complementary range of investment strategies. Full year 2020 Natixis Sale of a 29.5% stake in Coface to leading US insurance firm Arch Capital Group. Asset Management Announced divestment of Natixis Investment Managers’ 50.01% stake in the capital of H2O Asset Management. Such transaction would be subject to consideration and approval by relevant regulatory authorities.
4 COMMENTS OF THE FISCAL YEAR Post-closing events 240 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Post-closing events 4.4 For details of these post-closing events, please refer to Chapter [5] Section [5.1] Note [1.3]. Information about Natixis S.A. 4.5 Natixis S.A.’s income statement 4.5.1 (in millions of euros) 2022 2021 Mainland France 2022 vs. 2021 (%) Branches 2022 vs. 2021 (%) Natixis S.A. 2022 vs. 2021 (%) Mainland France Branches Natixis S.A. Net banking income 2,093 9.6% 1,612 6.3% 3,705 8.2% 1,909 1,517 3,426 Operating expenses (1,732) (12.1)% (788) 7.2% (2,519) (6.9)% (1,970) (735) (2,706) Gross operating income 361 N/A 824 5.5% 1,186 64.7% (61) 781 720 Cost of risk (93) N/A (49) 40.0% (143) (531.8)% 67 (35) 33 Net operating income 268 N/A 775 3.7% 1,043 38.5% 6 747 753 Gains/(losses) on fixed assets 64 N/A 1 N/A 66 (158)% (119) 5 (114) Income before tax 332 N/A 776 3.2% 1,109 73.6% (113) 752 639 Income tax (248) N/A (114) 86.9% (361) N/A (23) (61) (84) Provisions/reversal of financing for general banking risks and regulated provisions 0 N/A 0 N/A 0 N/A 0 0 0 Net income/(loss) 85 N/A 662 (4.2)% 748 34.7% (136) 691 555 As at December 31, 2022, Natixis S.A.’s gross operating income stood at +€1,186 million, a +€466 million increase compared with December 31, 2021, as a result of the +€279 million increase in net banking income and the -€187 million decrease in banking operating expenses. Within the net banking income, the net interest income decreased by -€621 million, mainly in France. Net fee and commission income decreased by -€135 million to stand at €293 million compared to €428 million in 2021. This change in fees and commissions includes a decrease of -€148 million on net fee and commission income on off-balance sheet transactions including the cost of intra-group guarantees put in place during the 2022 fiscal year. Commissions on client transactions, on the other hand, rose slightly, by +€13 million. entities contributed €48 million for Natixis Payment Solutions and €35 million for Natixis Assurances. Revenues from variable income securities were up by €317 million including an increase in dividends paid by Natixis subsidiaries (+€311 million), including a +€421 million increase in dividends paid by Natixis Investment Managers. Conversely, taking into account the sale of the Insurance and Payments entities in the 1st quarter 2022, no dividends were received in 2022 on this scope. In 2021, these Gains on trading book transactions increased by +€1,188 million, broken down into +€1,145 million of positive change for the activity in Mainland France and an increase of +€43 million for the transactions of the branches abroad. Gains on the investment portfolio fell by -€166 million, broken down into -€117 million of negative change for the activity of Mainland France and -€49 million of negative change for the activity of the branches. Other operating banking income and expenses were down by -€304 million, notably including a decrease in rebilled expenses for services now provided by the Group as well as an increase in the central institution contribution paid to BPCE. In addition, other banking operating expenses include the proceeds from the sale of the subordinated loan portfolio taken out by the insurance, now carried by the Group.
4 COMMENTS OF THE FISCAL YEAR Information about Natixis S.A. 241 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 General operating expenses were down by -€187 million, of which -€137 million in payroll costs resulting in particular from the transfer of employees to BPCE in the framework of the simplification of its organization implemented in 2022, the effects of which are mitigated by an increase of +€108 million in external service expenses including re-billing of services now provided by the Group. Depreciation, amortization and taxes and duties were up by a net €59 million, notably including an increase in the contribution to the SRF. The net cost of risk increased by -€176 million (of which -€160 million in Mainland France) to -€143 million. Excluding collective provisions (a reversal of €23 million in 2022 compared with a reversal of €103 million in 2021), the cost of risk was -€166 million in 2022 compared with -€70 million in 2021, a sharp deterioration in line with the change in the economic situation. Together, these items brought operating income to +€1,043 million, up by +€290 million. As at December 31, 2022, the gains or losses on fixed assets amounted to +€66 million, an increase of +€180 million. They include an amount of +€154 million in provisions for securities to be transferred to BPCE as part of the contribution of the Insurance and Payments divisions which occurred during the first quarter of 2022. . Net income after tax was +€748 million versus +€555 million in 2021. As of December 31, 2022, the balance sheet totaled €377,701 million versus €403,268 million as of December 31, 2021. Proposed allocation of earnings 4.5.2 Natixis’ parent company financial statements, as at December 31, 2022, showed positive net income of €747,524,492.42 and, taking into account retained earnings of €2,838,340,619.41, showed distributable earnings of €3,585,865,111.84. The third resolution that will be put before the General Shareholders’ Meeting on May 23, 2023, proposes to: pay an ordinary dividend of €442,086,416.52; V allocate the remaining distributable earnings to retained earnings, V i.e. €3,143,778,695.32. Sumptuary and non-deductible expenses 4.5.3 In accordance with the provisions of Articles 223 quater and 223 quinquies of the French General Tax Code, please note that the financial statements for the past fiscal year do not include sumptuary expenses that are not deductible from taxable income. Payment terms 4.5.4 In accordance with Article D.441-4 of the French Commercial Code, the balance of supplier invoices that have been received but remain unpaid at the closing date (for a total amount including tax of €227.9 million, including €79.6 million of internal Group invoices) are as follows: Invoices received and not paid at the end of fiscal year 2022 Late payment tranches 0 days (indicative) 1 to 30 days 31 to 60 days 61 to 90 days 91 days and over Total (*) (1 day and over) Total amount of invoices concerned including tax (in millions of euros) 141.4 28.9 39.9 7.6 10.2 86.6 Percentage of total amount of purchases including tax for the fiscal year 7.51% 1.54% 2.12% 0.40% 0.54% 4.60% Number of invoices concerned 3,488 950 mainly invoices issued by Groupe BPCE entities or Natixis subsidiaries and branches. (*) This information does not include banking transactions and related operations. For debt and receivables associated with Natixis S.A. clients, please refer to Note 38 of Chapter [5.3] on assets and liabilities by maturity, which provides information on their residual maturity.
4 COMMENTS OF THE FISCAL YEAR Outlook for Natixis 242 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Outlook for Natixis 4.6 Economic forecasts have become more pessimistic as inflationary pressures and supply constraints have weighed on global and European activity. The recession, which could be amplified by a possible financial crisis, would affect one third of the world economy according to the IMF (International Monetary Fund). A quasi-recessionary stagnation of the economy is now considered inevitable in 2023 on both sides of the Atlantic, and even imminent in the euro zone, even if it were only technical and temporary, if not necessary, in order to break the drift of prices. The monetary shift, which the Fed has initiated more aggressively than the ECB, is consistent with this. The scale of the imbalances to be resolved (mismatch between supply and demand, inflationary mechanism, excessive indebtedness), combined with numerous superimposed global risks, could tip the developed economies into a depressive spiral. These joint threats are mainly the following: geopolitical and health uncertainties (conflict in Ukraine, increased tension between Taiwan and China, effective questioning of the zero-COVID policy in China); the development of protectionist tendencies, particularly in the United States, as in the case of the Inflation Reduction Act (IRA); the delays in the negative impact on activity of successive monetary tightenings and reduced budgetary support; and the delayed renegotiation of contracts, particularly for natural gas and electricity in the euro zone. Nevertheless, it does not appear that a severe recession is the most likely scenario. This easing of pressure has in fact already led to an easing of supply constraints and a decline in oil prices since mid-2022 and in gas and electricity prices to their pre-conflict levels, in addition to the effect of a mild winter and the rebuilding of gas stocks in Europe. In the euro zone, a contraction of the economy could occur in the last quarter of 2022 and early 2023 before growth picks up again. This will be caused by the negative revenue shock facing the private sector. Significant support from governments, however, will ensure that the recession will only be short-lived. GDP growth of 0.3% in 2023 and then 1.8% in 2024 is expected. Inflation is expected to gradually decelerate until the end of 2024 with the reversal of inflationary factors linked to energy prices and the tightening of monetary policy. The ECB could thus increase its deposit rate to 3.5% by May-June 2023 and begin its quantitative tightening in March 2023 as announced in December 2022. The United States could avoid recession in 2023 but will suffer from a sharp slowdown. GDP growth is expected to reach 0.5%. Despite an already visible slowdown in inflation, it will remain above the Fed’s 2% target. It is expected to reach 3% in 2023. In the meantime, the Fed will continue its monetary tightening cycle at a more moderate pace that would lead to a terminal Fed Funds rate target of 5% in the first half of 2023. In the rest of the world, growth will slow in Latin America to 3.1% despite resilience in an environment where the outlook is deteriorating. Inflation will remain high even if it will also begin to decline gradually. China is expected to experience a cyclical rebound thanks to the easing of COVID measures and despite structural brakes. GDP growth could reach 5.5% in 2023. This recovery could support the rest of Asia via imports and tourism. But rising interest rates and the slowdown in the United States and Europe will limit the momentum of growth. As far as Natixis’ business is concerned, 2023 will continue the deployment of the “BPCE 2024” strategic plan, announced on July 8, 2021. This strategic plan sets out the development priorities of the various Natixis divisions up to 2024. As a reminder, the main 2024 ambitions of Natixis’ Global Financial Services business lines (Asset & Wealth Management, Corporate & Investment Banking) are based on three principles: diversification, for the benefit of clients and development; V commitment, to the energy transition and SRI finance; V transformation and investment, to create sustainable value. V With regard to these three principles, each of Natixis’ business lines has a clear ambition for 2024: Asset & Wealth Management: confirm Natixis Investment V Managers as a global leader in Asset Management; for Private Banking, provide a high added-value offer to our direct High Net Worth Individuals (HNWI) clients and clients of the Banque Populaire and Caisse d’Epargne networks; Corporate & Investment Banking: make Natixis Corporate & V Investment Banking the bank of choice for our clients in terms of our selective and diversified expertise. The outlook for Natixis’s business lines could also be impacted by the aforementioned context: Asset Management activities will remain exposed to the market effect on all asset classes, with arbitrages between asset classes as interest rates rise. For Corporate & Investment Banking, the context of high market volatility (interest rates, currencies, commodities) could continue to generate an increase in client hedging needs and the uncertain macro-economic and geopolitical environment could expose some companies to increased difficulties. Finally, the financial outlook could be affected by the continuing conflict in Ukraine. As a reminder, Natixis owns a subsidiary in Russia, Natixis Moscow, with a total balance sheet equivalent to €92.8 million of which the equivalent of €28.1 million in shareholders’ equity and the equivalent of €50.6 million in subordinated debt to Natixis. The asset consists mainly of deposits with correspondents and the Central Bank of Russia.
4 COMMENTS OF THE FISCAL YEAR Definitions and alternative performance indicators 243 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Definitions and alternative 4.7 performance indicators The presentation of the income statement of Natixis has changed following the disposal of the Insurance and Payments activities carried out on March 22, 2022 and of Natixis Immobilier Exploitation on March 1, 2022 and the transfer of part of the support functions to BPCE S.A. The quarterly series for 2021 have been updated. As the loss of control of these entities occurred prior to the date on which the shares were transferred, the net income of the subsidiaries disposed of no longer impacts Natixis’ financial statements as of the first quarter of 2022. For the comparison purposes with the latter, the quarterly series have therefore been restated for the contribution to the net income of these entities. In previous years, this contribution was also accompanied by expenses relating to the Insurance and Payments divisions (e.g. Executive Management/Corporate Secretary, Payments activity housed at Natixis S.A.) which still had a marginal impact on Natixis’ financial statements in the first quarter of 2022. For the comparison purposes, these expenses have been restated from the quarterly series and are therefore isolated outside recurring net income as residual income from discontinued operations (they are the subject of a reconciliation table with the accounting data). In addition, the financial statements for the first quarter of 2022 were impacted by the transfer of the Insurance, Payments and Natixis Immobilier Exploitation activities to BPCE S.A. which resulted in the recording of a net capital gain on disposal, the recognition of a capital loss from the novation of the subordinated loans subscribed by the companies in the Insurance division, expenses related to the implementation of the transactions and tax adjustments (income tax) which will be classified as exceptional items in net income from discontinued operations (Corporate Center). In addition to the elements described above, the implementation of this transaction resulted in: the reorganization of support functions with the transfer on V March 1, 2022 to BPCE S.A. of part of Natixis S.A.’s support functions. These are reinvoiced by BPCE to the GFS division’s business lines for the services provided by these teams for GFS (Global Financial Services comprising, as a reminder, the Asset & Wealth Management business lines, NIM and NWM, as well as Corporate & Investment Banking, NCIB) in the form of: contribution from the central institution: representative of the V expenses relating to sovereign functions, it is recognized as a deduction from NBI and reallocated at the level of 25% to the Asset & Wealth Management division, 25% to the Corporate & Investment Banking division and 50% to the Corporate Center of Natixis, with the exception of expenses relating to the risk function (Model Risk Management function) mainly reallocated to Corporate & Investment Banking, dedicated services or group functions: these are reinvoiced as V operating expenses according to the Corporate & Investment Banking support function allocation methods, the creation of the “GFS Head Office”, reinvoiced/reallocated 25% V to the Corporate & Investment Banking division, 25% to the Asset & Wealth Management division and 50% to the Natixis Corporate Center; the abandonment of the concept of structural expenses and the V reorganization of the methods for reallocating support function expenses between Asset & Wealth Management, Corporate & Investment Banking and the Corporate Center; the Corporate Center focuses on Natixis’ centralized asset-liability V management functions, the functions performed by Porto on behalf of activities outside the scope of consolidation of Natixis, activities relating to the Agency-subsidiaries, and to the Institutional Activity on behalf of the French State and Financial Investments (including mainly Natixis Algérie) and includes, within its expenses, the contribution to the Single Resolution Fund; the modeling of new services for Corporate & Investment Banking V support functions implemented with the business lines sold following the transaction as well as the elimination of analytical services or reallocations rendered obsolete as a result; the classification as Net Banking Income of IT services that V Natixis S.A. continues to provide to entities sold and now outside the Natixis consolidation group. In addition, for comparability purposes, following the disposal of 29.5% of Coface’s share capital and the divestment of the partnership with H2O, the contributions of Coface and H2O AM are isolated at the bottom of the income statement. As a reminder, to comply with the requirements of the French law on the separation of banking activities, the Short-Term Money Market and Collateral Management activities, which used to be part of Global Markets, were transferred to the Finance division on April 1, 2017. However, to ensure comparability, in this management report, Corporate & Investment Banking or NCIB refers to CIB and the Short-Term Money Market and Collateral Management activities. In addition, the standards used to assess the performance of the divisions are those defined for the “BPCE 2024” strategic plan: regulatory capital allocated to the business lines on the basis of V 10.5% of Basel 3 average RWA; 1.5% rate of return on capital. V As a reminder, the earnings of the Natixis business divisions are presented in accordance with the Basel 3 regulatory framework. The conventions applied to determine the earnings generated by the various business divisions are as follows: business lines receive interest on the normative capital allocated to V them. By convention, the rate of return on normative capital is 1.5%; the return on the issued share capital of the entities comprising the V divisions is eliminated; the cost of Tier 2 debt subordination is charged to the divisions in V proportion to their regulatory capital; the divisions are invoiced for an amount representing the bulk of V Natixis’ expenses. The uninvoiced portion accounts for less than 3% (excluding the Single Resolution Fund) of Natixis’ total expenses. The Single Resolution Fund (SRF) contribution is covered by the Corporate Center and is not charged back to the divisions. Deeply subordinated notes (DSNs) are classified as shareholders’ equity instruments; interest expense on those instruments is not recognized in the income statement.
4 COMMENTS OF THE FISCAL YEAR Definitions and alternative performance indicators 244 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 ROE and ROTE for Natixis and the business lines are calculated as follows: The profit measure used to determine Natixis’ ROE is net income (Group share) minus the post-tax interest expense on DSNs. Shareholders’ equity capital is average shareholders’ equity Group share as defined by IFRS, after payout of dividends, excluding average hybrid debt, and excluding unrealized or deferred gains and losses recognized in equity (OCI). The calculation of business line ROE is based on: as the numerator, the business line’s pre-tax profit, as per the V aforementioned rules, to which a normative tax is applied. The normative tax rate is determined for each of the divisions by factoring in the tax liability conditions of Natixis’ companies in the jurisdictions where they operate. It is determined once a year and does not factor in potential changes over the year linked to deferred taxes; as the denominator, normative capital, calculated on the basis of V 10.5% of RWA assigned to the division, plus goodwill and intangible assets related to the business line. Natixis ROTE is calculated by taking as the numerator net income (Group share) excluding DSN interest expenses on preferred shares after tax. The shareholders’ equity capital is the average equity attributable to equity (Group share) as defined by IFRS, after payout of dividends, excluding average hybrid debt, average intangible assets and average goodwill, and excluding unrealized or deferred gains and losses recognized in shareholders’ equity.
5 245 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial 5.1 statements and notes 247 Consolidated income statement 247 Statement of net income and other total income 248 Breakdown of tax on unrealized or deferred gains or losses 249 Consolidated balance sheet – Assets 250 Consolidated balance sheet – Liabilities 251 Statement of changes in shareholders’ equity 252 Net cash flow statement 254 Statutory Auditors’ report 5.2 on the consolidated financial statements 380 Pro forma financial 5.3 information 387 Description of the transfer/disposal of certain business lines and activities to BPCE during the first quarter of 2022 387 Impact of transfer/disposal transactions on Natixis’ consolidated financial statements at December 31, 2022 387 Comparative financial information – Construction assumptions 387 Statutory Auditors’ report 5.4 on the pro forma financial information for the fiscal year ended December 31, 2022 390
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 246 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 247 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Consolidated financial statements 5.1 and notes Consolidated income statement (in millions of euros) Notes 31/12/2022 31/12/2021 Interest and similar income 6.1 4,3982,645Interest and similar expenses 6.1 (3,090)(1,225)Fee and commission income 6.2 4,9165,518Fee and commission expenses 6.2 (1,041)(953)Net gains or losses on financial instruments at fair value through profit or loss 6.3 1,9871,531Net gains or losses on financial instruments at fair value through shareholders’ equity 6.4 49128Net gains or losses arising from the derecognition of financial assets at amortized cost 6.5 (52)(8)Net income from Insurance activities 0 0 Income from other activities 6.6 93100Expenses from other activities 6.6 (95)(79)Net banking income 7,1647,658Operating expenses 6.7 (5,390)(5,509)Depreciation, amortization and provisions for impairment of property, plant and equipment and intangible assets (266)(349)Gross operating income 1,5081,800Cost of risk 6.8 (287)(181)Net operating income 1,2211,618Share in income of associates 1319Gains or losses on other assets 6.9 31(56)Change in value of goodwill 0 0 Pre-tax profit 1,2651,582Income tax 6.10 (393)(452)Net income on discontinued operations 6.11 985379Net income/(loss) for the period 1,8571,509o/w Group share 1,8001,403o/w attributable to non-controlling interests 58106Earnings/(loss) per share (in euros) Net income/(loss) attributable to shareholders (see Note 5.23) – Group share – per share, calculated on the basis of the average number of shares over the period, excluding treasury shares 0.470.41Diluted earnings/(loss) per share (in euros) Net income/(loss) attributable to shareholders (see Note 5.23) – Group share – per share, calculated on the basis of the average number of shares over the period, excluding treasury shares and including shares that could be issued on the exercise of stock options and free shares 0.470.41
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 248 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statement of net income and other total income (in millions of euros) 31/12/2022 31/12/2021 Net income 1,8571,509Items recyclable to income (144)301Translation adjustments 298351Revaluation adjustments during the period 314349Reclassification to profit or loss (15)3Other reclassifications (1)Revaluation of financial assets (debt instruments) at fair value through other comprehensive income (50)61Revaluation adjustments during the period (42)95Reclassification to profit or loss (8)(34)Other reclassifications - 0 Revaluation of available-for-sale financial assets 0 (0)Revaluation adjustments during the period - - Reclassification to profit or loss 0 - Other reclassifications - (0)Revaluation of hedging derivatives 7645Revaluation adjustments during the period 807Reclassification to profit or loss (4)38Other reclassifications - 0 Share of gains and losses recorded directly in the equity of associates recyclable to income 73Non-current assets held for sale* (461)(131)Tax impact on items recyclable to income (14)(28)Items not recyclable to income 255206Revaluation adjustments on defined-benefit plans 6236Revaluation of own credit risk of financial liabilities designated at fair value through profit or loss 4317Revaluation of shareholders’ equity instruments recognized at fair value through other comprehensive income (174)216Revaluation of hedging derivatives of financial assets recognized at fair value through other comprehensive income - 0 Share of gains and losses recorded directly in the equity of associates not recyclable to income - (0)Non-current assets held for sale* 28(8)Tax impact on items not recyclable to income (92)(45)Gains and losses recorded directly in other comprehensive income (after income tax) 112507TOTAL INCOME 1,9692,016Group share 1,9161,906Non-controlling interests 53110Corresponds to the Insurance and Payments business lines, as well as Natixis Immo Exploitation, which were transferred to BPCE in the first quarter of 2022 * (see Note 1.2.1 and Note 2.6).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 249 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown of tax on unrealized or deferred gains or losses (in millions of euros) 31/12/2022 31/12/2021 Gross Income tax Net Gross Income tax Net Translation adjustments 2980 2983510 351Revaluation of financial assets (debt instruments) at fair value through other comprehensive income recyclable to income (50)12(37)61(14)46Revaluation of available-for-sale financial assets 0 0 0 0 0 0 Revaluation of hedging derivatives 76(20)5645(12)34Revaluation of own credit risk on financial liabilities designated at fair value through profit or loss 431(111)3207(2)5Revaluation of shareholders’ equity instruments recognized at fair value through other comprehensive income (174)36(138)216(37)179Revaluation of hedging derivatives of financial assets recognized at fair value through other comprehensive income 0 0 0 0 0 0 Revaluation adjustments on defined-benefit plans 62(17)4536(6)30Shares in unrealized or deferred gains/(losses) of associates 0 (0)0 0 0 1Non-current assets held for sale* (593)160(433)(185)45(139)TOTAL CHANGES IN UNREALIZED OR DEFERRED GAINS OR LOSSES 5061112532(25)507Corresponds to the Insurance and Payments business lines, as well as Natixis Immo Exploitation, which were transferred to BPCE in the first quarter of 2022 * (see Note 1.2.1 and Note 2.6).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 250 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Consolidated balance sheet – Assets (in millions of euros) Notes 31/12/2022 31/12/2021 Cash, central banks 44,66148,882Financial assets at fair value through profit or loss 7.1 212,586212,025Hedging derivatives 7.2 716190Financial assets at fair value through other comprehensive income 7.4 9,55312,122Securities at amortized cost 7.6.3 1,4341,277Loans and receivables due from banks and similar at amortized cost 7.6.1 74,67686,732Loans and receivables due from customers at amortized cost 7.6.2 72,67670,146o/w institutional operations 904904Revaluation adjustments on portfolios hedged against interest rate risk 0 0 Insurance business investments 0 0 Current tax assets 345202Deferred tax assets 7.8 1,3381,226Accruals and miscellaneous assets 7.9 5,2414,637o/w institutional operations 0 7Non-current assets held for sale 7.10 77125,880Deferred profit-sharing 0 0 Investments in associates 525522Investment property 0 0 Property, plant and equipment 7.11 1,047964Intangible assets 7.11 447348Goodwill 7.13 3,4963,440TOTAL ASSETS 428,821568,594
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 251 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Consolidated balance sheet – Liabilities (in millions of euros) Notes 31/12/2022 31/12/2021 Central banks 0 0 Financial liabilities at fair value through profit or loss 7.1 205,394200,628Hedging derivatives 7.2 333288Due to banks and similar items 7.14 108,249135,863o/w institutional operations 4646Customer deposits 7.14 36,66434,355o/w institutional operations 9941,007Debt securities 7.15 45,99238,723Revaluation adjustments on portfolios hedged against interest rate risk 10133Current tax liabilities 979626Deferred tax liabilities 7.8 447454Accruals and miscellaneous liabilities 7.9 6,7766,435o/w institutional operations 380 Liabilities related to non-current assets held for sale 7.10 41124,366Liabilities related to Insurance activities 0 0 Subordinated debt 7.16 3,0234,073Provisions 7.17 1,3331,580Shareholders’ equity (Group share) 19,53420,868Share capital & related reserves V 10,95511,036Consolidated reserves V 5,4947,233Recyclable gains and losses recorded directly in shareholders’ equity V 9551,093Non-recyclable gains and losses recorded directly in equity V 330103Net income/(loss) V 1,8001,403Non-controlling interests 45202TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 428,821568,594
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 252 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statement of changes in shareholders’ equity (in millions of euros) Share capital & related reserves Consolidated reserves Share capital Capital reserves (a) Other shareholders’ equity instruments issued (b) Elimination of treasury stock Other consolidated reserves Shareholders’ equity as at December 31, 2020 after appropriation of income 5,0505,9861,978(2)5,517Implementation of the IFRS IC decision on IAS 19 (e) 1Capital increase 3(3)Elimination of treasury stock (6)(1)Equity component of share-based payment plans 22020 dividend paid in 2021 (189)Total activity related to relations with shareholders 3(3)0 (6)(189)Issues and redemption of perpetual deeply subordinated notes 270Interest paid on perpetual deeply subordinated notes (105)Change in gains and losses recorded directly in shareholders’ equity Appropriation to own credit risk reserve during the period (3)Appropriation to a reserve of income from the sale of shareholders’ equity instruments at FV through other comprehensive income that cannot be reclassified completed during the period 6Change in actuarial gains and losses under IAS 19R Income/loss at December 31, 2021 Impact of acquisitions and disposals (d) (133)Others (f) (101)Shareholders’ equity at December 31, 2021 5,0535,9832,248(8)4,993Appropriation of 2021 net income/(loss) 1,403Shareholders’ equity at December 31, 2021 after appropriation of net income 5,0535,9832,248(8)6,396Capital increase 842859Elimination of treasury stock 0 0 Equity component of share-based payment plans 0 Distribution in 2022 to BPCE in respect of the contribution of the Insurance and Payments business lines (1,782)(1,868)2021 dividend paid in 2022 (920)Total activity related to relations with shareholders 842(923)0 0 (2,789)Issues and redemption of perpetual deeply subordinated notes (67)Interest paid on perpetual deeply subordinated notes (133)Change in gains and losses recorded directly in equity Appropriation to own credit risk reserve during the period 1Appropriation to a reserve of income from the sale of shareholders’ equity instruments at FV through other comprehensive income that cannot be reclassified completed during the period 27Change in actuarial gains and losses under IAS 19R Income/loss at December 31, 2022 Impact of acquisitions and disposals (d) (93)Others (f) (88)SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2022 5,8945,0602,181(8)3,321Share premiums, legal reserve, statutory reserves, long-term capital gains reserve and other Natixis reserves. (a) Other shareholders’ equity instruments issued: these are undated deeply subordinated notes (see Note 11.3.1). (b) Changes in fair value attributable to the own credit risk of financial liabilities designated at fair value through profit or loss recognized in shareholders’ equity (unrealized and realized) are disclosed in Note 7.1.2.1. (c) The impacts at December 31, 2021 and December 31, 2022 on shareholders’ equity (Group share) are presented in Note 3.2 (including Insurance and Payments business lines, as well as the Natixis Immo Exploitation (d) (see Note 1.2.1) and H2O (see Note 1.2.2) entities classified as “Available-for-sale assets” at December 31, 2021). Corresponds to the impacts of the implementation of the IFRS IC decision on IAS 19 “Employee Benefits”. (e) Other movements mainly include the effects of a repayment line of perpetual subordinated notes at December 31, 2022 (see Note 11.3.1). (f)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 253 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Gains/(losses) recorded directly in equity Net income (Group share) Shareholders’ equity (Group share) Non- controlling interests Total consolidated shareholders’ equity Recyclable Non-recyclable Translation adjustments Available- for-sale assets Revaluation of debt instruments at FV through OCI recyclable to income Hedging derivatives Revaluation of equity instruments at fair value through other comprehensive income Revaluation of own credit risk on financial liabilities designated at fair value through profit or loss (c) Revaluation adjustments on defined- benefit plans 185599113114(100)(114)0 19,22916719,396(0)110 0 (7)(7)20 2(189)(50)(239)0 0 0 0 0 (195)(50)(245)270270(105)(105)344(131)46341705468447230 0 (6)0 0 31310 311,4031,4031061,5093(2)(0)(133)(28)(160)(101)2(100)5324664847278(92)(83)1,40320,86820221,070(1,403)0 5324664747278(92)(83)0 20,86820221,0701,7011,7010 0 0 0 0 (3,650)(3,650)(920)(67)(987)0 0 0 0 0 0 0 0 (2,869)(67)(2,936)(67)(67)(133)(133)320(0)(37)57(138)320521(5)516(1)0 0 (27)0 0 45450 451,8001,800581,857(17)(462)2244(541)(143)(683)(4)4(88)(0)(88)8360 14106138227(34)1,80019,5344519,580
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 254 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Net cash flow statement The balance of cash and cash equivalents consists of the net balances of cash and amounts due from central banks, as well as on-demand deposits with and loans from credit institutions. Changes in cash and cash equivalents resulting from operating activities include cash flows generated by Natixis’ activities. Changes in cash and cash equivalents related to investing activities result from cash flows related to acquisitions and disposals of consolidated and non-consolidated investments, property, plant and equipment and intangible assets. (in millions of euros) 31/12/2022 31/12/2021 Pre-tax profit 1,2651,582+/- Net charge to depreciation and amortization of property, plant and equipment and intangible assets 266220+/- Impairment of goodwill and other non-current assets (0)+/- Net charge to other provisions (including insurance companies’ technical reserves) (299)(293)+/- Share in income of associates (13)(11)+/- Net loss/(gain) on investing activities (114)(35)+/- (Income)/expenses from financing operations 6555+/- Other activity (6,899)1,344= Total non-cash items included in pre-tax profit and other adjustments (6,994)1,279+/- Decrease/(increase) in interbank and money market items (9,665)18,553+/- Decrease/(increase) in client items 2,7804,343+/- Decrease/(increase) in financial assets or liabilities 12,353(4,738)+/- Decrease/(increase) in non-financial assets or liabilities (e) 7931,703- Income taxes paid (544)(294)= Net decrease/(increase) in operating assets and liabilities 5,71619,568Net cash provided/(used) by operating activities (13)22,429+/- Decrease/(increase) in financial assets and equity interests (a) (2)56+/- Decrease/(increase) in investment property (0)(0)+/- Decrease/(increase) in property, plant and equipment and intangible assets (124)(492)Net cash provided/(used) by investing operations (126)(437)+/- Cash received from/(paid to) shareholders (b) 714(239)+/- Other net cash provided/(used) by financing operations (c) (163)(145)Net cash provided/(used) by financing operations 550(384)Cash flow on assets and liabilities held for sale (d) 2(477)Impact of exchange rate fluctuations on cash and cash equivalents 374568Net increase/(decrease) in cash and cash equivalents 78821,699Net cash provided/(used) by operating activities (13)22,429Net cash provided/(used) by investing activities (126)(437)Net cash provided/(used) by financing operations 550(384)Cash flow on assets and liabilities held for sale 2(477)Impact of exchange rate fluctuations on cash and cash equivalents 374568Cash and cash equivalents at beginning of period 41,86820,170Cash and balances with central banks (assets & liabilities) 48,88330,637Interbank balances (7,014)(10,467)Cash and cash equivalents at end of period 42,65641,868Cash and balances with central banks (assets & liabilities) 44,66148,883Interbank balances (2,005)(7,014)CHANGE IN CASH AND CASH EQUIVALENTS 78821,699Cash flows related to financial assets and equity investments, including: (a) cash flows related to consolidated equity investments for - 282.4 million; V cash flows related to non-consolidated equity investments for +€280.2 million. V Cash flows from or to shareholders include dividends paid to BPCE of - 920.4 million and those paid to non-controlling interests for - 67 million as well as +€1,700.9 million in respect of (b) the capital increase following the General Shareholders’ Meeting of March 22, 2022. Cash flows from financing activities can be broken down as follows: (c) interest paid on subordinated notes for - 64.4 million; V interest paid on deeply subordinated notes recorded in shareholders’ equity for - 98.9 million. V Corresponds at December 31, 2022 to AlphaSimplex (see Note 2.6) and at December 31, 2021 to the Insurance and Payments business lines, as well as Natixis Immo Exploitation, which (d) were transferred to BPCE in the first quarter of 2022 (see Note 1.2.1 and Note 2.3). Including cash flows in relation to lease liabilities, amounting to - 132.5 million at December 31, 2022. (e)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 255 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Summary of the notes to the consolidated financial statements General framework Note 1 257 Accounting standards applied 1.1 257 Significant events 1.2 258 Post-closing events 1.3 259 Consequences of the conflict in Ukraine 1.4 259 Consolidation methods and principles Note 2 260 Consolidation scope 2.1 260 The notion of control and consolidation 2.2 methods 260 Change in consolidation scope 2.3 261 Treatment of put options granted 2.4 to minority shareholders 261 Business combinations and goodwill 2.5 261 Subsidiaries held for sale 2.6 263 Standardization of individual data and 2.7 treatment of intra-group transactions 264 Natixis’ institutional operations 2.8 264 Currency conversion of the statements 2.9 of foreign subsidiaries and branches 264 Scope of consolidation Note 3 265 Changes in the scope of consolidation 3.1 since January 1, 2022 265 Impact of acquisitions and disposals 3.2 266 Interests in subsidiaries 3.3 267 Interests in partnerships and associates 3.4 267 Structured entities Note 4 269 Scope of the structured entities 4.1 with which Natixis has dealings 269 Interests held in non-consolidated 4.2 structured entities 271 Non-consolidated structured entities 4.3 in which Natixis is involved only as a sponsor 272 Financial support to structured entities 4.4 272 Accounting principles and valuation Note 5 methods 273 Financial assets (excluding derivatives) 5.1 273 Leases 5.2 276 Impairment of assets at amortized cost 5.3 and at fair value through shareholders’ equity and provisions for financing and guarantee commitments 277 Derivative financial instruments 5.4 and hedge accounting 280 Transactions in foreign currencies 5.5 282 Fair value of financial instruments 5.6 282 Property, plant and equipment 5.7 and intangible assets (excluding goodwill) 283 Assets held for sale and discontinued 5.8 operations 284 Financial liabilities at fair value through 5.9 profit or loss 285 Liabilities 5.10 285 Derecognition 5.11 285 Offsetting off financial assets 5.12 and liabilities 286 Provisions 5.13 286 Employee benefits 5.14 286 Distinction between debt 5.15 and shareholders’ equity 287 Share-based payments 5.16 287 Treasury shares and treasury share 5.17 derivatives 288 Fees and commissions received 5.18 288 Tax expenses 5.19 289 Financing and guarantee commitments 5.20 289 Contributions to banking resolution 5.21 mechanisms 289 Use of estimates and judgment 5.22 290 Earnings/(loss) per share 5.23 295 Notes to the income statement Note 6 296 Interest margin 6.1 296 Net fee and commission income 6.2 296 Gains and losses on financial assets 6.3 and liabilities at fair value through profit or loss 297 Gains and losses on financial assets 6.4 at fair value through other comprehensive income 298 Net gains or losses resulting 6.5 from the derecognition of financial instruments at amortized cost 298 Other income and expenses 6.6 298 Operating expenses and depreciation, 6.7 amortization, and impairments 299 Cost of risk 6.8 300 Gains or losses on other assets 6.9 300 Reconciliation of the tax expense 6.10 in the financial statements and the theoretical tax expense 301 Net income from discontinued 6.11 operations 301
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 256 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Notes to the balance sheet Note 7 302 Financial assets and liabilities at fair 7.1 value through profit or loss 302 Hedging derivatives 7.2 305 Offsetting off financial assets 7.3 and liabilities 307 Financial assets at fair value through 7.4 other comprehensive income 308 Fair value of financial assets 7.5 and liabilities carried at fair value in the balance sheet 310 Financial assets at amortized cost 7.6 322 Other information relating to financial 7.7 assets 327 Deferred tax assets and liabilities 7.8 329 Accrual accounts, other assets 7.9 and liabilities 330 Non-current assets and liabilities held 7.10 for sale 331 Property, plant and equipment 7.11 and intangible assets 332 Assets obtained by taking possession 7.12 of guarantees 333 Goodwill 7.13 333 Due to banks and customer deposits 7.14 334 Debt securities 7.15 334 Subordinated debt 7.16 335 Provisions and impairment 7.17 336 Breakdown of financial assets 7.18 and liabilities by contractual maturity 337 Financial instruments subject 7.19 to the index reform 338 Segment reporting Note 8 339 Asset & Wealth Management 8.1 339 Corporate & Investment Banking 8.2 339 Corporate Center 8.3 340 Segment reporting 8.4 340 Other disclosures 8.5 343 Risk management Note 9 344 Credit risk and counterparty risk 9.1 344 Market risk, overall interest rate risk, 9.2 liquidity risk and structural foreign exchange risk 346 Headcount, compensation and employee Note 10 benefits 347 Headcount 10.1 347 Compensation and employee benefits 10.2 347 Capital management Note 11 355 Share capital 11.1 355 Capital management and capital 11.2 adequacy 355 Equity instruments issued 11.3 356 Commitments Note 12 357 Guarantee commitments 12.1 357 Financing commitments 12.2 359 Other information Note 13 361 Leases where Natixis is the lessee 13.1 361 Leases where Natixis is the lessor 13.2 362 Related parties 13.3 363 Statutory Auditors’ fees Note 14 367 Operations by country Note 15 368 Entity operations by country 15.1 at December 31, 2022 368 Net banking income, pre-tax profit, 15.2 taxes and headcount by country at December 31, 2022 371 Comparative consolidation scopes Note 16 372 Non-consolidated entities 16.1 at December 31, 2022 379 Non-consolidated investments 16.2 at December 31, 2022 379
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 257 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022General framework Note 1 Accounting standards applied 1.1 IFRS standards and IFRIC 1.1.1 interpretations applied by the Group As required by Regulation (EC) No. 1606/2002 of July 19, 2002, Natixis has prepared its consolidated financial statements for the fiscal year ended December 31, 2022 in accordance with IAS/IFRS standards and IFRIC interpretations as adopted by the European Union and applicable on that date (1) . Natixis’ consolidated financial statements for the fiscal year ended December 31, 2022 were approved by the Board of Directors on February 8, 2023. They will be submitted for approval to the General Shareholders’ Meeting of May 23, 2023. Natixis’ consolidated financial statements include a balance sheet, income statement, statement of net income/(loss) and other comprehensive income, statement of changes in shareholders’ equity, cash flow statement and notes to the financial statements. The financial statements presented for comparative purposes were published by Natixis in the 2021 universal registration document filed with the French Financial Markets Authority (AMF) on March 11, 2021. In accordance with Regulation (EU) No. 2017/1129 relating to the publication of prospectuses and Commission Delegated Regulation (EU) No. 2020/980 relating to the information contained in prospectuses, the financial statements for the fiscal year ended December 31, 2020, which were published in the 2020 Registration Document filed with the AMF on March 9, 2021, are included for reference in this universal registration document. As a reminder, Natixis elected to take the option offered by IFRS 9 not to apply the standard’s provisions pertaining to hedge accounting and to continue applying IAS 39 for the purpose of recognizing hedging transactions, as adopted by the European Union, i.e. excluding certain macro-hedging provisions. The standards and interpretations used and described in the annual financial statements as at December 31, 2021 were supplemented by the standards, amendments and interpretations for which application is mandatory for fiscal years beginning on or after January 1, 2022: the amendments to IAS 37 entitled “Onerous contracts – contract V execution costs” adopted by the European Union on July 2, 2021 and applicable from January 1, 2022. These amendments amend IAS 37 to specify that the costs of performing a contract include both incremental costs, such as direct labor and material costs, and the allocation of other costs directly related to the contract, such as the allocation of the depreciation expense relating to a tangible fixed asset used, among other things, to perform the contract. The application of these amendments has no impact on Natixis’ financial statements; the amendments to IFRS 3 entitled “Reference to the Conceptual V Framework”, adopted by the European Union on July 2, 2021 and applicable to business combinations occurring as from January 1, 2022. These amendments remove from IFRS 3 the reference to the definition of financial assets and liabilities provided for in the previous version of the Conceptual Framework, to refer to the definitions of financial assets and liabilities in the new version of the Conceptual Framework published in March 2018. As the update of this reference may have consequences that could generate gains or losses after accounting for the business combination, IFRS 3 has been amended to specify that, for transactions and other events falling within the scope of application of IAS 37 and IFRIC 21, an acquirer must apply these standards to identify the provisions to be recognized as part of a business combination. These amendments also specify that an acquirer must not recognize any assets acquired through a business combination. The application of the amendments has no impact on Natixis’ financial statements; the amendments to IAS 16 entitled “Property, plant and V equipment: proceeds prior to intended use” adopted by the European Union on July 2, 2021 and applicable from January 1, 2022. These amendments clarify that it is prohibited to deduct from the cost of a fixed asset the proceeds of the sale of items that are produced while the asset is brought to the place and in the condition necessary to allow its operation as planned by management. As such, the proceeds from the sale and the production costs of these items are recognized in the income statement. The application of these amendments has no impact on Natixis’ financial statements; the “Annual Improvements to IFRS Cycle 2018-2020” adopted by V the European Union on July 2, 2021 and applicable from January 1, 2022. These amendments are part of the annual improvement process which aims to simplify and clarify international accounting standards. The following standards are amended: IFRS 1 “First-time adoption of International Financial Reporting Standards”, IFRS 9 “Financial Instruments”, IAS 41 “Agriculture”, and IFRS 16 “Leases”. The application of these amendments has no impact on Natixis’ financial statements. In addition, Natixis did not early apply the following texts, adopted by the European Union but not yet effective at December 31, 2022: the amendments to IAS 1 entitled “Information to be provided on V accounting methods”, adopted by the European Union on March 3, 2022 and applicable from January 1, 2023. The purpose of these amendments is to help entities identify the significant accounting policies to be disclosed in the notes to the financial statements and the usefulness of this information for users of the financial statements; the amendments to IAS 8 entitled “Definition of accounting V estimates and errors”, adopted by the European Union on March 3, 2022 and applicable from January 1, 2023. The purpose of these amendments is to facilitate the distinction between changes in accounting methods and changes in accounting estimates; the amendments to IAS 12 entitled “Information to be provided V on accounting methods”, adopted by the European Union on August 11, 2022 and applicable from January 1, 2023. The amendments clarify and reduce the scope of application of the exemption offered by IAS 12 not to recognize deferred tax at the time of the initial recognition of an asset and a liability.Presentation of the consolidated 1.1.2 financial statements The consolidated financial statements have been prepared in accordance with the assessment and presentation principles set out in Notes 2 and 5 below. Closing date 1.1.3 The consolidated financial statements are based on the individual financial statements at December 31, 2022 of the entities included in Natixis’ consolidation scope. Notes to the financial statements 1.1.4 Unless otherwise indicated, the figures given in the notes are expressed in millions of euros. The complete set of standards adopted within the European Union can be consulted on the European Commission website at the following address: (1) http://ec.europa.eu/finance/company-reporting/ifrs-financial-statements/index_fr.html.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 258 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Significant events 1.2 Transfer to BPCE of the Insurance 1.2.1 and Payments business lines, the Natixis Immo Exploitation entity, and certain functional employees As part of the project to develop business lines and simplify its functions: a) Transfer of the Insurance and Payments business lines and the Natixis Immo Exploitation entity to BPCE The transfer of the Insurance and Payments business lines was carried out as follows: contribution in kind, on March 1, 2022, respectively, of 100% of i. the shares of the Payments subsidiaries (i.e. NPS, Partecis and NPH) and 100% of the shares of Natixis Assurances to two holding companies wholly owned by BPCE, these contributions being remunerated by the issue of new shares in the two holding companies; the distribution, on March 23, 2022, by Natixis to its ii. shareholders of shares in Holding Assurance and Holding Paiements received as consideration, respectively, for the Insurance contribution and the Payment contribution; and the acquisition by BPCE of all the shares of Holding Assurances iii. and Holding Paiements received by the beneficiaries of free shares as a result of the exercise of the sales agreements provided for in the liquidity contracts. At the end of the transaction, BPCE directly held all of the share capital and voting rights of Holding Assurance, renamed Assurance du Groupe BPCE, and Holding Paiements, renamed BPCE Payments. The accounting treatment of a contribution-distribution between entities under common control is not specifically addressed in IFRS. As a result, in the absence of a specifically applicable standard or interpretation, the accounting treatment of the transaction used was based on the IFRIC 17 interpretation, which relates to the distribution of assets without consideration by an entity for the benefit of its owners and specifies that the assets distributed must be measured at their fair value. The completion of these transactions therefore generated the recognition in the IFRS financial statements of a gain or loss on disposal equal to the difference between the fair value of the free shares allocated and the consolidated net carrying amount of the entities sold (including the recycling of revaluation reserves – OCI). The distribution of the shares received by Natixis as consideration for the contributions resulted in a decrease in Natixis’ shareholders’ equity and consolidated reserves of €3,650 million, excluding the above-mentioned income, corresponding to the actual value of entities contributed from the Insurance (€2,700 million) and Payments (€950 million) divisions. The comprehensive income from the transfer amounted to +€985.3 million at December 31, 2022. At the same time as the aforementioned distribution, Natixis also carried out a capital increase which was fully subscribed by BPCE for approximately €1.7 billion. At December 31, 2021, as the transaction was considered highly probable, the Insurance and Payments business lines were treated in accordance with IFRS 5 in Natixis’ consolidated financial statements (see Note 2.6). Control of the Insurance and Payments business lines was gradually transferred to BPCE in early 2022, which led Natixis to consider that the loss of control had occurred as at January 1, 2022. As a result, Natixis has not included in its consolidated financial statements of December 31, 2022, the income for the Insurance and Payments business lines until the effective disposal date. In addition, Natixis sold all of the shares of Natixis Immo Exploitation (NIE) to BPCE. This transfer is part of a project to create a shared services center (Workplace “SSC”) within BPCE S.A. bringing together all of the real estate-related expertise. All NIE shares were sold on March 1, 2022, followed by the transfer of the Workplace headcount. Net income from the disposal of NIE amounted to +€0.2 million at December 31, 2022 (excluding tax impacts). As a reminder, at December 31, 2021, Natixis had classified the assets and liabilities of the NIE entity in “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale”, respectively. As with the Insurance and Payments business lines, Natixis did not include the net income of the NIE entity up to the effective date of sale in its consolidated financial statements at December 31, 2022. b) Natixis also transferred some functional employees to BPCE and its subsidiaries Around 1,100 employees working in Natixis support functions were transferred to BPCE on March 1, 2022. On February 15, 2022, a memorandum of understanding was signed between Natixis and BPCE and certain of its subsidiaries providing that the entities receiving these employees would assume the social obligations related to the transfer of the employees concerned, in return for payment by Natixis of the actuarial liability relating to these commitments. At the same time, the provisions made in its financial statements for these commitments were reversed, as Natixis no longer has a legal obligation to these employees. Thus, the transfer had no effect on Natixis’ consolidated net income at December 31, 2022. Natixis Investment Managers 1.2.2 and H2O Asset Management finalized the agreement to unwind their partnership On March 25, 2022, Natixis Investment Managers (hereinafter “Natixis IM”) and H2O Asset Management announced the entry into force of the agreement, signed on January 29, 2021 and amended on January 6, 2022, for the sale of Natixis Investment Managers’ stake in the H2O Asset Management group (hereinafter “H2O”). The unwind takes place in two stages: the immediate disposal of 26.61% of the share capital; V then, within four years and no later than six years, subject to the V required regulatory approvals, the disposal of the remaining 23.4%. (1) Natixis IM is no longer represented on the governance bodies of H2O and therefore has no decision-making power regarding the management of the company. As a result, Natixis IM no longer exercises control or significant influence within the meaning of IFRS 10. At December 31, 2022, H2O is no longer consolidated. Income of €15.3 million was recognized on the line “Gains and losses on fixed assets” mainly related to the recycling in profit or loss of gains or losses recorded in “Other comprehensive income”. As a reminder, at December 31, 2021, the projected impacts of the disposal of H2O had been included in Natixis’ financial statements and, as such, a provision representing the estimated capital loss on disposal had been recognized and presented on the line “Gains and losses on fixed assets”. (1)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 259 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In view of the agreements, Natixis IM did not receive any cash payments on the sale of the H2O shares. As a result, a receivable, representing the present value of all the sums that may be received by Natixis at the end of the agreements, was recognized for €15.5 million. The valuation of this receivable will have to be reviewed at each reporting date until the loan is fully paid off in January 2031. Changes in fair value will be presented on the same line as the net capital gains/(losses) on disposal of H2O, i.e. in “Gains or losses on other assets” of Natixis’ consolidated net income (income of +€1.1 million recognized in this respect at December 31, 2022). The valuation of this receivable takes into account all amounts due to Natixis IM in connection with the sale of H2O. Simplification of capital partnerships 1.2.3 with La Banque Postale As announced at the end of 2021, the project to simplify the capital-intensive partnerships with La Banque Postale (“LBP”) was finalized on May 13, 2022. On that date, Natixis Investment Managers (Natixis IM) acquired the minority stakes held by LBP in Ostrum Asset Management (Ostrum AM) for €120 million (i.e. 45%) and AEW Europe for €120 million (i.e. 40%). Following this transaction, Natixis IM holds all of the capital of the management companies Ostrum AM and AEW Europe. The distribution and management agreements currently in force with CNP Assurance and LBP have been extended until 2030. Conflict in Ukraine 1.2.4 The impacts of the conflict in Ukraine on Natixis’ financial statements at December 31, 2022 are detailed in Note 1.4.Post-closing events 1.3 No subsequent event occurred.Consequences of the conflict 1.4 in Ukraine Since February 24, 2022, the 2022 fiscal year has been marked by the conflict in Ukraine. In concert, the European Union, the United States and many other states have adopted a series of unprecedented sanctions, including the freezing of foreign assets of the Russian Central Bank, the exclusion of certain Russian banks from SWIFT and the freezing of assets of numerous individuals and companies. Retaliatory economic measures and sanctions have been implemented by the Russian Federation. As a result, this conflict is having repercussions on the Russian economy, Western economies and more generally on the global economy, with in particular significant impacts on energy and commodity prices but also a humanitarian impact due to food security risks for certain countries. The main impacts of this conflict on the financial statements at December 31, 2022 concern the following areas: Natixis Moscow 1.4.1 Natixis Moscow has ceased all new financing activities and continues to provide a limited number of technical flow transactions. Loans in foreign currencies (dollars and euros) granted to Russian clients on the assets side of Natixis Moscow’s balance sheet were transferred to Natixis between February 28 and March 3, 2022. Following these transfers, Natixis Moscow no longer holds any direct loans denominated in dollars or euros, with the exception of the reinvestment of cash with the Central Bank of Russia, for an amount of eq. €36.4 million. In addition to the above, the direct market risk on Russian or ruble assets is not material. Natixis’ exercise of control over its subsidiary has not been called into question by events and relations with the latter’s teams continue to be carried out as part of their day-to-day management activities. As such, Natixis continues to fully consolidate Natixis Moscow in its consolidated financial statements at December 31, 2022. Impairment of assets at amortized 1.4.2 cost and provisioning of financing and guarantee commitments In order to determine the amount of expected losses at December 31, 2022 for all of its exposures eligible for provisioning, Natixis applied the methodology relating to impairments or provisions for expected credit losses described in Notes 5.3 and 5.22, but with some changes to take into account the conflict in Ukraine. In view of this context, the Ukrainian counterparties were classified in default and were provisioned in the financial statements at December 31, 2022. Natixis benefits from guarantees in the form of credit insurance and collateral in the form of cash and agricultural products. For the latter, a discount has been applied before being taken into account in estimating the provisions. The corresponding gross exposures amount to eq. €90.7 million, provisioned for eq. €35.0 million at December 31, 2022. Regarding the Russian counterparties, some of them were classified as non-performing for a gross exposure of eq. €146.9 million provisioned for eq. €38.5 million. The other Russian counterparties were classified as assets under watch (Stage 2) for a gross exposure of eq. €940.9 million. Given this classification as Stage 2, the calculation of provisions for performing loans was made on the basis of estimated credit losses at maturity, resulting in provisions of eq. €46.0 million at December 31, 2022. In addition, the direct and indirect consequences of this conflict impacted the changes made to the economic scenarios and the sector ratings which are presented in Note 5.22.2.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 260 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Consolidation methods and principles Note 2 Consolidation scope 2.1 Natixis’ consolidated financial statements include the financial statements of Natixis and its main subsidiaries. Only subsidiaries making a material contribution to the Group’s financial statements are consolidated. Materiality is determined based on specific thresholds for each of the Group’s business lines and on a qualitative assessment of the relevance of each entity’s contribution to the consolidated financial statements of Natixis. The main thresholds applicable are as follows: Business lines (in millions of euros) Total balance sheet Net banking income Net income Corporate & Investment Banking 250 15 +/-2 Asset & Wealth Management 60 5 +/-2 Corporate Center 60 5 +/-2 By way of exception to the thresholds described above, and in order to comply with Article 19 of Regulation (EU) No. 575/2013, the consolidation threshold was €10 million (total balance sheet and off-balance sheet commitments excluding derivatives) for entities that meet the definition of financial institutions or ancillary services undertakings. The consolidation scope includes all of the material entities over which Natixis exercises exclusive control, joint control or significant influence. The IFRS standards stipulate three types of control: exclusive control, joint control and significant influence. Determining the type of control that exists is not limited to identifying the voting rights held, but also involves an analysis of the economic and legal relations existing between the various entities being analyzed. In determining whether it exercises control or has a significant influence, Natixis considers current voting rights and potential voting rights if they are exercisable or convertible at any time, and if they grant power over the entity’s relevant activities. Potential voting rights arise from stock options on ordinary shares or from the conversion of bonds into new ordinary shares. However, potential voting rights are not taken into account when determining the percentage of ownership except if it is concluded that these voting rights provide access to economic benefits attached to the underlying shares. The scope of Natixis’ consolidated entities is provided in Note 16 to the financial statements. The percentage of ownership and the voting rights held are indicated for each entity within the consolidation scope. The percentage of ownership represents the equity share directly and indirectly held by Natixis in the entities within the consolidation scope. The percentage of ownership is used to determine Natixis’ share in the net assets of the company owned. The notion of control 2.2 and consolidation methods Control of an entity 2.2.1 The entities controlled by Natixis are consolidated using the full consolidation method, in accordance with IFRS 10. This standard defines a single audit model applicable to all entities, whether they are traditionally governed entities or structured entities (see Note 4). The control of an entity will be analyzed using three cumulative criteria: power over the entity’s relevant activities; V exposure or entitlement to variable returns by virtue of its relations V with the entity; the ability to exercise its power over the entity to influence the V variable returns obtained. When voting rights or similar rights are fundamental to an entity’s governance, control is generally understood to mean holding over 50% of voting rights. If this is not the case, control is determined through the exercise of judgment and by taking into account all facts and circumstances, such as: the objectives, terms and circumstances surrounding the creation V of the entity; the nature of the entity’s relevant activities and the V decision-making processes concerning these activities; the scope of Natixis’ decision-making rights (from voting rights or V contractual agreements) over the management of the entity’s relevant activities (i.e. activities having a significant impact on the entity’s returns); exposure to variability in the entity’s returns (the significance of the V returns received by Natixis compared with the returns received by the other investors, etc.); rights held by other parties (withdrawal rights, early redemption V rights, rights regarding the dissolution of the entity, etc.). If, after reviewing these criteria, Natixis concludes that its decision-making rights over the management of the entity’s relevant activities enable it to influence the variable returns obtained, Natixis does have control pursuant to IFRS 10 and the entity in question will be subject to full consolidation. Full consolidation involves replacing the carrying amount of investments with the full value of all of the subsidiary’s assets and liabilities. The share of non-controlling interests in shareholders’ equity and in income appears separately on the balance sheet, the income statement and the statement of net income/(loss) and other comprehensive income.Joint control: joint ventures and joint 2.2.2 operations Natixis exercises joint control if, by virtue of a contractual arrangement, decisions pertaining to the entity’s relevant activities require the unanimous consent of the parties sharing control over the partnership, and if each partner has the ability to prevent the other partners from controlling the arrangement. IFRS 11 distinguishes between two types of partnerships: joint ventures and joint operations. Joint ventures are partnerships in which the parties exercising joint control over the Company have rights over that company’s net assets. They are consolidated using the equity method. Consolidation using the equity method involves replacing the carrying amount of investments in the owner’s financial statements with Natixis’ interest in the shareholders’ equity and income of the entity owned. Investments are recognized at this
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 261 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 reassessed value on the asset side of the consolidated balance sheet in “Investments in associates”. The difference between the investments’ historical value and their reassessed value is recognized on the liability side of the balance sheet under “Shareholders’ equity Group share”, and in income under “Share in income of associates” in the consolidated income statement, and under “Share of gains/(losses) of associates recognized directly in equity” in the statement of net income/(loss) and other comprehensive income. Goodwill related to joint ventures is included in the carrying amount. These investments are subject to an impairment test whenever V there is objective evidence of impairment. If the recoverable value of the investment is lower than its carrying amount, an impairment is recorded under “Share in income of associates” in the consolidated income statement. If Natixis’ share in the losses of a company consolidated using the equity method is greater than or equal to its interest in the Company, Natixis ceases to take its share in future losses into account. In such cases, the investment is presented as having zero value. Associates’ additional losses are only provisioned if Natixis has a legal or implied obligation to hedge them or if it has made payments on behalf of the Company. Joint operations are partnerships in which the parties exercising V joint control of the operation have rights over its assets, and obligations with regard to its liabilities. An investment in a joint operation is recorded by including all of the interests held in the joint operation, i.e. the share in each of the assets, liabilities and other comprehensive income to which it is entitled. These interests are broken down by type across the various items in the consolidated balance sheet, consolidated income statement and statement of net income/(loss) and other comprehensive income.Significant influence over associates 2.2.3 Significant influence is the power to participate in the financial and operating policy decisions of the corporate entity owned without having control over such policies. A significant influence is presumed to exist if Natixis directly or indirectly owns at least 20% of the voting rights of the company in question. IAS 28 defines companies over which a significant influence is exercised as associates. These are consolidated using the equity method in accordance with the same terms as those applicable to joint ventures (see above), with the exception of Private Equity investments, which Natixis classifies under financial assets at fair value through profit or loss, in accordance with the option available under IAS 28.Change in consolidation scope 2.3 In the event of an increase in Natixis’ percentage of ownership in an already-controlled entity, the difference between the acquisition cost of the additional percentage interest and the share in the entity’s net assets acquired at this date is recorded in “Consolidated reserves”. In the event that Natixis’ percentage of ownership in an entity decreases without resulting in a loss of control, the difference between the selling price and the carrying amount of the percentage interest sold is also recorded in “Consolidated reserves”. The assumption of control through successive purchases of securities from an entity previously recognized in financial assets at fair value (through profit or loss or other comprehensive income) is shown as two transactions taking place upon the assumption of control: the disposal of securities previously recognized in assets at fair V value through profit or loss; and the acquisition of all of the securities held after the assumption of V control. In such cases, goodwill is determined only once based on the fair value of the assets acquired and the liabilities assumed on the date that control over the entity is assumed. In the event of the loss of control of a consolidated subsidiary, any equity share retained is measured at fair value and the gains or losses on disposal are recognized in “Gains or losses on other assets” in the consolidated income statement. Gains or losses on disposals of associates are presented in “Gains or losses on other assets” in the consolidated income statement.Treatment of put options 2.4 granted to minority shareholders The granting of put options to minority shareholders by Natixis has no impact on the determination of Natixis’ controlling interest in the subsidiary in question as long as the option is not exercised, unless Natixis also holds an immediately exercisable call option. The granting of put options to minority shareholders has no impact on Natixis’ percentage interest in the subsidiary in question unless the put option is associated with the holding of a call option by Natixis, and the call and put options give immediate entitlement to the economic benefits attached to the underlying shares. The granting of a put option to minority shareholders which does not transfer the risks and benefits associated with the underlying shares to Natixis prior to the option’s exercising, results in the recognition of a liability equal to the estimated present value of the option’s exercise price. The corresponding receivable is booked to shareholders’ equity, the carrying amount is deducted from non-controlling interests and the remainder is deducted from consolidated reserves (Group share). Subsequent changes in the liability related to adjustments to the exercise price of the put option are recorded in consolidated reserves (Group share). Income generated from non-controlling interests subject to put options is presented in “Net income/loss for the period – share attributable to non-controlling interests” in the consolidated income statement.Business combinations 2.5 and goodwill Business combination 2.5.1 The following accounting treatment is applied to business combinations giving rise to control: IFRS 3 before revision if they occurred prior to January 1, 2010, V except for those that occurred before January 1, 2004. On the initial application date of IFRS, Natixis chose the option offered by IFRS 1 “First-time adoption of IFRS” to not retrospectively restate business combinations made prior to January 1, 2004 in accordance with the provisions of IFRS 3; revised IFRS 3 (IFRS 3R) if they occur after January 1, 2010. V IFRS 3R can be applied in a forward looking manner to business combinations if their acquisition date is the same or later than the adoption date of IFRS 3R.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 262 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In accordance with IFRS 3 (pre- or post-revision), business combinations are recorded using the acquisition method. Under the acquisition method, the identifiable assets and liabilities of the acquired entity are measured at their fair value at the valuation date. The method used to measure non-controlling interests and goodwill may differ depending on whether IFRS 3 or IFRS 3R is applied. Application of IFRS 3 to business combinations carried out before V January 1, 2010: non-controlling interests are determined based on their share in V the identifiable net assets of the acquired entity, measured at their fair value at the purchase date (partial goodwill method); goodwill is the difference between the cost of the business V combination and the share of the purchasing entity’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Application of IFRS 3R to business combinations carried out after V January 1, 2010: for each business combination, Natixis chose to determine V non-controlling interests: either based on their share in the identifiable net assets of the V acquired entity, measured at their fair value at the purchase date, and therefore without recognizing goodwill on the non-controlling interests (partial goodwill method), or based on their fair value at the purchase date, resulting in the V recognition of goodwill, both for the Group share and the non-controlling interests (full goodwill method); hence, goodwill is a residual item determined as the difference V between (i) the sum of the purchase price, the fair value at the purchase date of the percentage interest held in the acquired entity prior to the purchase date, and the amount of the non-controlling interests (determined using the partial goodwill method, in the majority of cases, or the full goodwill method) and (ii) the net amount of the assets and liabilities assumed, measured at their fair value at the purchase date. Positive goodwill is recorded on a separate line on the asset side of the balance sheet if it relates to a controlled entity. It is allocated at the purchase date to one or more cash-generating units (CGUs) expected to benefit from the acquisition and is not amortized. It is tested for impairment at least once a year, and more often where there is objective evidence of impairment. The impairment test consists of comparing the net carrying amount of the CGU or group of CGUs including goodwill with its recoverable value. A controlled entity’s negative goodwill is immediately recognized in income under “Change in value of goodwill”. Goodwill related to an associate or joint venture is included in the carrying amount of “Investments in associates” under assets if it is positive; however, it cannot subsequently be amortized. It is tested for impairment at least once a year. If it is negative, it is immediately recognized in income under “Share in income of associates”. Specific case of business combinations carried out under joint control Combinations of entities or operations under joint control are understood to be combinations in which several operations are combined and all of the interested parties (entities or operations) are ultimately controlled by the same party or parties for a relatively long period before and after the combination. Such combinations do not fall within the scope of IFRS 3R. Barring clarification of IFRS 3R on the accounting treatment of business combinations under joint control, Natixis applies a method based on historical carrying amounts to such transactions. According to this method, the difference between the price paid and Natixis’ share in the historical carrying amounts of the assets and liabilities of the acquired entity is recorded as a deduction from shareholders’ equity. In effect, in using this method, any goodwill and valuation differences resulting from the application of the acquisition method are deducted from shareholders’ equity. The carrying amounts used are those listed in the consolidated financial statements of the ultimate parent company at the date of completion of the transaction. Transactions involving two entities controlled by Natixis and those involving an entity controlled by Natixis and an entity controlled by BPCE are considered to have been carried out by entities under joint control.Principles adopted for 2.5.2 the measurement and recognition of the transactions resulting in the creation of Natixis in 2006 The assets contributed by the former CNCE to Natixis fall into two categories: shares in the Corporate & Investment Banking and service V subsidiaries; a portion of the cooperative investment certificates (CICs) V conferring entitlement to the share capital of the Caisses d’Epargne. The contribution values used for consolidation purposes in respect of both categories of assets are the carrying amounts of these assets in the former CNCE’s consolidated financial statements, restated in accordance with IFRS as adopted in the European Union. Other transactions affecting the structure of the Group that led to the creation of Natixis were accounted for by the acquisition method for consolidation purposes, in accordance with IFRS 3. Goodwill arising in connection with the above-mentioned business combination on December 31, 2006 was accounted for as follows: Differences concerning the contributed entities that make up Natixis in 2006 As the contributions were recognized at their net carrying amount under IFRS, no valuation adjustments have been recorded for the various assets and liabilities contributed. The difference between the acquisition cost and the Group’s interest in the net assets of the contributed entities does not constitute goodwill within the meaning of IFRS 3, since the acquisition cost takes into account the real value of the shares, while the contributions were recognized at their net carrying amount. Each of the differences observed was recognized in “Consolidated reserves”. An amount of €3,170 million was charged against the share premium in this respect as at December 31, 2006.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 263 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Goodwill on other transactions The goodwill arising from the transaction resulting in the creation of Natixis amounted to €484 million, which breaks down as follows: €229 million for the former IAMG, €21 million for the former IXIS CIB and €8 million for the former Novacrédit, plus the goodwill recorded in “Investments in associates” relating to the Caisse d’Epargne CICs for €190 million, and the Banque Populaire CICs for €36 million. Since then, goodwill relating to the former IXIS CIB has been fully written-down. In light of the sale of the cooperative investment certificates during fiscal year 2013, the associated goodwill is no longer included in the consolidated balance sheet. Goodwill 2.5.3 During the 2022 fiscal year, excluding translation adjustments (€95 million), goodwill decreased by -€39 million (see Note 7.13). Goodwill impairment test 2.5.4 All items of goodwill are impaired, based on the value in use of the cash-generating units (CGUs) to which they have been allocated. The determination of values in use primarily relied on the updating of the estimate of future flows of CGUs, using the Discounted Cash Flows (DCF) method, as determined by the latest forecasts for the results of the business lines reassessed in an unfavorable macro-economic environment. As at December 31, 2022, the following assumptions were used: estimated future cash flows: forecast data from the latest V multi-year profit trajectory forecasts for the business lines; perpetual growth rate: the perpetual rate set at 2% (compared to V 2.5% in 2021) for the Asset & Wealth Management CGUs and for the M&A activity of CIB, due to the prospects for sustained growth in their activity; discount rate: use of a differentiated rate per CGU: 9.4% for Asset & V Wealth Management (7.7% at December 31, 2021), 9.6% for CIB (9.2% as of December 31, 2021). Market data is now calculated based on a five-year history. In addition, and in more detail, the discount rates were determined by taking into account, for the Asset & Wealth Management and CIB CGUs, the average of the French and US ten-year Treasury bonds (French OAT), averaged over five years. A risk premium calculated on the basis of a sample of companies representative of the CGU is then added to these rates, with an average over a depth of five years. For CIB, the fact that goodwill comes exclusively from the M&A activity led to carrying out the valuation exercise on the sole scope of M&A while enriching the valuation methods used (multi-criteria approach including a DCF approach, as well as valuation methods by market multiples and comparable transactions) in line with the previous fiscal year. These tests did not result in the recognition of impairment losses at December 31, 2022. A 50 bp increase in discount rates (assumption based on the historical annual variability observed over one year using 2012-2020 historical data) combined with a 50 bp reduction in perpetual growth rates would reduce the value in use of CGUs by: -10% for the Asset & Wealth Management CGU; V -10% for the Corporate & Investment Banking CGU (on M&A V activity); and would not lead to the recognition of any impairment losses for these CGUs. The sensitivity to key assumptions does not significantly affect the recoverable amount of the CGUs: for Asset & Wealth Management, a 10% decline in the equity V markets (uniform decline across all years) would have a -9% negative impact on the CGU’s recoverable value and would not lead to the recognition of an impairment loss; for the Corporate & Investment Banking CGU (for the M&A activity), V the sensitivity to the dollar would have an immaterial impact on the recoverable amount and would not lead to the recognition of an impairment.Subsidiaries held for sale 2.6 The assets and liabilities of controlled entities which Natixis intends to sell within a maximum period of 12 months, and for which it is actively seeking a buyer, are identified separately on two specific lines of the consolidated balance sheet as non-current assets and liabilities. A group of assets and liabilities held for sale may be a group of CGUs, a CGU or part of a CGU. The group may include the entity’s assets and liabilities, including current assets, current liabilities and assets that are outside the scope of the measurement provisions under IFRS 5. If a non-current asset within the scope of the measurement provisions under IFRS 5 is part of a group held for sale, the measurement provisions under IFRS 5 apply to the group as a whole, which means that the group is measured at the lower of its carrying amount or its fair value net of selling costs. When the fair value of the group of assets and liabilities is lower than their overall net carrying amount, Natixis limits the amount of impairment to non-current assets (goodwill, intangible assets and property, plant and equipment) measured in accordance with IFRS 5. Disposal of the stake in H2O Asset Management In the fourth quarter of 2020, Natixis launched negotiations for the disposal of its entire stake in the H2O Asset Management entity, i.e. 50.01% of the share capital. Discussions continued during the 2021 fiscal year, resulting in a new version of the memorandum of understanding signed on January 6, 2022 (see Note 1.2.2). Natixis maintained the full consolidation of the entity at December 31, 2021 and presented, in accordance with the provisions of IFRS 5 “Non-current assets held for sale and discontinued operations”, the assets and liabilities of this entity grouped together under two separate balance sheet items: “Non-current assets held for sale”, and “Liabilities related to non-current assets held for sale”. Following the entry into force of the memorandum of understanding relating to the disposal of Natixis Investment Managers’ stake in the H2O Group, the latter is no longer included in Natixis’ scope of consolidation.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 264 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Transfer of the Insurance and Payments activities to BPCE On September 22, 2021, the BPCE Supervisory Board and the Natixis Board of Directors approved the proposed transfer of Natixis’ Insurance and Payments activities to BPCE, which is part of an ambitious corporate project to develop Natixis’ business lines and simplify its functional departments (see Note 1.2.1). At December 31, 2021, Natixis had maintained the full consolidation of the subsidiaries concerned and presented, in accordance with the provisions of IFRS 5 “Non-current assets held for sale and discontinued operations”, the assets and liabilities of these entities grouped under two separate balance sheet items: “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale”. The net income of these activities is presented on a separate line of the consolidated income statement “Net income on discontinued operations”. As the transfer was finalized in March 2022, the Insurance and Payments businesses are no longer included in Natixis’ scope of consolidation. At December 31, 2022, the gain or loss on the disposal of these activities is included in the line “Net income on discontinued operations”. Disposal of Natixis Immo Exploitation to BPCE As part of the project to create a shared service center (Workplace “SSC”) within BPCE S.A., it was planned that Natixis S.A. would sell 100% of the shares comprising the share capital of the entity Natixis Immo Exploitation (NIE) to BPCE during the first quarter of 2022 (see Note 1.2.1). At December 31, 2021, Natixis had maintained the full consolidation of NIE and presented, in accordance with the provisions of IFRS 5 “Non-current assets held for sale and discontinued operations”, the assets and liabilities of this entity grouped under two separate balance sheet items: “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale”. As the disposal was completed during the first quarter of 2022, the entity is no longer included in Natixis’ scope of consolidation since this date. Disposal of AlphaSimplex Natixis Investment Managers reached agreement to sell all the share capital of AlphaSimplex Group, its American management company specializing in liquid alternative assets, to Virtus Investment Partners, a US group comprising several management companies. AlphaSimplex will therefore remain in a multi-store universe. Virtus is to take over the two US funds and a fund domiciled in Luxembourg managed by AlphaSimplex. The transaction should be completed during the first half of 2023 subject to the lifting of the conditions precedent. At December 31, 2022, Natixis, through Natixis Investment Managers, maintained the full consolidation of AlphaSimplex and presented, in accordance with the provisions of IFRS 5 “Non-current assets held for sale and discontinued operations”, the assets and liabilities of this entity grouped under two separate balance sheet items: “Non-current assets held for sale” and “Liabilities associated with non-current assets held for sale”.Standardization of individual 2.7 data and treatment of intra-group transactions Prior to consolidation, the parent company financial statements of companies included in the scope of consolidation are restated, if necessary, to bring them into line with Natixis’ accounting policies described below. The impact on the balance sheet and income statement of internal transactions carried out between fully-consolidated entities is eliminated. The internal profits or losses of entities consolidated using the equity method are eliminated to the extent of Natixis’ percentage interest in the joint venture or associate. Natixis’ institutional operations 2.8 Until December 31, 2022 In accordance with Article 41 of the Amending Finance law for 1997 (No. 97-1239 of December 29, 1997), amended by Article 121 of the Amending Finance law for 2008 (No. 2008-1443 of December 30, 2008), Article 5 of the Amended Finance law for 2014 (No. 2014-1655 of December 29, 2014) and the agreement signed with the French State on December 24, 2019 and expired on December 31, 2022, Natixis manages certain public procedures on behalf of the French State, mainly consisting of loans and grants to foreign States conferred within the framework of Public Development Aid, non-concessional loans to foreign States, grants to the French “Fund for Private Sector Aid and Studies” and the stabilization of interest rates for export credits guaranteed by the State. The related transactions, some of which may be guaranteed by the State, are recognized separately in the financial statements. The State and other related creditors have a specific right over the Natixis assets and liabilities allocated to these public procedures. The bank’s assets and liabilities relative to these operations are identified on the balance sheet under each of the headings concerned with these operations. As at January 1, 2023 In accordance with Article 151 of the Finance Act for 2023 of December 30, 2022 published in the Official Journal on December 31, 2022, the activities carried out by Natixis, as agent of the State, are transferred to Bpifrance Assurance Export on January 1, 2023. However, forward financial instruments entered into before December 31, 2022 by Natixis in its own name and on behalf of the French State to hedge the latter’s interest rate risk (resulting from the interest rate stabilization procedure for export credits) are not transferred. Natixis remains responsible for managing these contracts until the end of the last contract on September 29, 2036. Currency conversion 2.9 of the statements of foreign subsidiaries and branches Natixis’ consolidated financial statements are prepared in euros. The balance sheets of foreign subsidiaries and branches whose functional currency is not the euro are translated into euros at the closing exchange rate, except for share capital, reserves and capital allocations, which are translated at the historical exchange rate. Income and expenses are translated at the average exchange rate for the period. Any resulting translation adjustments arising, regarding both balance sheet and income statement items, are recognized in shareholders’ equity under “Translation adjustments” for the portion attributable to the Group and “Non-controlling interests” for the portion attributable to third parties. In the event of the total or partial disposal of an entity or the capital repayment of an entity, translation adjustments are reclassified as income in proportion to the cumulative amount of the exchange differences recognized in recyclable shareholders’ equity under “Translation adjustments”. Natixis elected to use the option available under IFRS 1 on first-time adoption, namely to transfer the cumulative balance of the translation adjustments existing as at January 1, 2004 to consolidated reserves. If a foreign entity is subsequently sold, the gain or loss on the disposal will include only those translation adjustments arising after January 1, 2004.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 265 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Scope of consolidation Note 3 Changes in the scope of consolidation since January 1, 2022 3.1 The primary changes in scope that have taken place since January 1, 2022 are as follows: Corporate & Investment Banking 3.1.1 Newly consolidated entities Consolidation of the Korean branch of Natixis Asia Limited in the V fourth quarter of 2022. Changes in percentage of ownership The shareholding rate of the Vermilion entities (Vermilion (Beijing) V Advisory Company Limited, Vermilion Partners (UK) Limited, Vermilion Partners LLP, Vermilion Partners (Holdings) Limited and Vermilion Partners Limited) increased from 51% to 71% following the acquisition of shares from the founders in the first quarter of 2022. Natixis Partners Iberia’s shareholding rate increased from 85% to V 89.22% following the buyback of shares from partners in the first quarter of 2022. The shareholding rate of Solomon Partners, LP and Solomon V Partners Securities Company LLC increased from 53.28% to 58.49% following the exercise of put options by the partners in the second quarter of 2022. The shareholding rate of the entities Azure Capital Holdings V Pty Ltd, Azure Capital Trust and Azure Capital Limited increased from 53.13% to 56.09% in the fourth quarter following the allocation of shares to non-controlling interests under the 2022 Plan. These are non-recourse loans granted to its beneficiaries. These loans will be repaid according to specific terms and conditions and fall within the scope of IAS 19 (and not within the context of put options on non-controlling interests). Deconsolidated entities Deconsolidation of the securitization vehicle Natinium Financial V Products in the second quarter of 2022 following its liquidation. Deconsolidation of FCT Liquidity Short 1 securitization vehicles V and EOLE Collateral in the third quarter 2022 following their liquidation. Deconsolidation of Azure Capital Securities Pty Ltd in the fourth V quarter following its liquidation. Asset & Wealth Management 3.1.2 Newly consolidated entities A new branch of the Luxembourg entity MV Credit SARL was V created in France in February 2022 in order to eventually hold the CLO management activities of NIM, currently held within NIM International. As part of the redeployment of distribution activities in Europe, the V operations of the branches of the Luxembourg entity NIM S.A. in the Netherlands, Sweden and Italy were transferred on January 1, 2022 to branches of the French entity NIM International, newly-created for this purpose. These new entities (Natixis Investment Managers International, Succursale Italiana, Natixis Investment Managers International, Nederlands and Natixis Investment Managers International, Nordics filial) are included in the scope of consolidation in first quarter of 2022. The operations of the branch of the Luxembourg entity NIM S.A. in Germany are also transferred to Natixis Investment Managers International, Zweigniederlassung Deutschland, included in the scope of consolidation in the fourth quarter of 2022, while the former branch remains consolidated pending its liquidation. Consolidation of the Loomis Sayles Euro Investment Grade Credit V bond fund following the breach of the thresholds in the first quarter of 2022. In order to develop its activity in continental Europe, Seeyond V created a branch in Milan in Italy in 2022. In June 2022, Mirova, an affiliate of NIM specializing in sustainable V and impact investing, acquired all the capital of SunFunder, a private debt management company dedicated to financing renewable energy projects in Africa and Asia. As part of this transaction, a holding company was created in the United States, Mirova US Holdings LLC, to invest in SunFunder’s parent company based in the United States, SunFunder Inc., which itself holds 100% of the capital of the main operating entity located in Kenya, SunFunder East Africa Ltd. In connection with the structuring of the AEW Asia Pacific Real V Estate Fund (APREF), AEW Capital Management established a new Jersey-domiciled company, AEW APREF Investors LP, in June 2022. This wholly-owned entity was consolidated in the second quarter of 2022. As part of the redeployment of distribution activities in Europe, the V operations of the branch of the Luxembourg entity NIM S.A. in Spain were transferred from August 2022 to a new branch of the French entity NIM International, set up for the purpose. This new entity, Natixis Investment Managers International, Sucursal en Espana, was included in the scope of consolidation in the third quarter, while the former branch remains in the scope pending its liquidation. When setting up the AEW Value Investors Asia V (VIA V) fund, AEW V Capital Management set up a new company domiciled in Luxembourg, AEW VIA V GP Partners Sàrl, in August 2022. This wholly-owned entity was consolidated in the third quarter. In order to develop Natixis IM’s activities in South Korea, the V operations of Natixis Investment Managers Korea Limited (NIMKR) are being gradually transferred to a new company, Natixis IM Korea Limited (NIMKL), to facilitate regulatory approval. This wholly-owned entity was consolidated in the fourth quarter of 2022. The historical entity remains consolidated pending liquidation. In December 2022, Ostrum created a branch in Italy, Ostrum Asset V Management Italia, wholly owned and consolidated in the fourth quarter of 2022. This branch will host the current activities of the Seeyond branch in Italy from 2023. In order to develop its activities in the Asia-Pacific region, AEW V Capital Management has created a new subsidiary in Australia, AEW Australia Pty Ltd. This wholly-owned company was consolidated in the fourth quarter of 2022. When setting up the AEW Partners X fund, AEW Capital V Management set up a new company domiciled in the United States in December 2022, AEW Partners X GP, LLC. This wholly-owned entity was consolidated in the fourth quarter of 2022.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 266 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Deconsolidated entities In the first quarter of 2022, Natixis IM sold a portion of its stake in V H2O to its managers. Following this transaction, NIM retains a residual stake of 23.4% in the capital of H2O, but without any voting rights or representation on the H2O’s management bodies. Consequently, all H2O companies are deconsolidated (H2O AM Europe, H2O Asset Management LLP, H2O Asset Management Corporate member, Poincaré Holdings Ltd, Poincaré Capital Management Ltd, H2O Asset Management Holding, H2O AM Monaco SAM, Prometheus Wealth Management SAM and H2O AM Asia Pte Ltd). AEW VIA INVESTORS, LTD and Mirova Natural Capital Limited, V French branch, were deconsolidated in the first quarter of 2022 following their liquidation. As part of the redeployment of distribution activities in Europe, the V operations of the branches of the Luxembourg entity NIM S.A. in the Netherlands, Sweden and Italy were transferred on January 1, 2022 to newly-created branches of the French entity NIM International, newly-created for this purpose. The former branches, Natixis Investment Managers, Nederlands, Natixis Investment Managers, Nordics filial and Natixis Investment Managers S.A., Succursale Italiana were liquidated and removed from the scope of consolidation in the third quarter. The Brazilian subsidiary of Mirova UK, Mirova Natural Capital Brazil V Consultoria e Assessoria LTDA, was sold externally at the end of September 2022. It was therefore deconsolidated in the third quarter. Natixis Private Equity (NPE) investment in the Dahlia A Sicar fund V was sold externally in October 2022. Consequently, this fund was deconsolidated in the fourth quarter. The Thematics Subscription Economy Fund and AEW Europe V Partnership entities fell below the consolidation thresholds, leading to their deconsolidation in the fourth quarter of 2022. Loomis Sayles Operating Services LLC was liquidated in V December 2022. It was therefore deconsolidated in the fourth quarter. Changes in percentage of ownership Following the exercise of put options by Dorval managers in the V first and third quarter of 2022, Natixis IM acquired an additional 10.2% stake in the entity. After these transactions, NIM’s rate of control and interest in Dorval Asset Management increased to 99.4%; The shareholding of Ostrum AM and AEW Europe increased to V 100% in the second quarter of 2022 following the buyout of non-controlling interests from LBP (La Banque Postale); Following the exercise of put options by managers of Investors V Mutual Limited (IML) in the third quarter, Natixis IM acquired an additional stake of nearly 0.2% in the entity. After these transactions, Natixis IM’s rate of control and interest in IML increased to 68.0%; The percentage of control in Ossiam increased by 11.5% in 2022, V increasing to 82.4% following the exercise of put options by managers in the second and third quarters, combined with the sale of shares to Ossiam managers in the fourth quarter; Natixis IM acquired an additional 0.5% stake in the capital of V Flexstone SAS, after the purchase in November 2022 of the shares held by a manager leaving the structure. Following this transaction, Natixis IM’s ownership and interest in Flexstone SAS increased from 86.6% to 87.1%; The review of the mechanism for calculating the economic rights V of the shareholders of Vauban Infrastructure Partners led to a regularization of the interest rate from 62% to 58.5%. The percentage of control remains unchanged at 61.4%. Other transactions Alliance Entreprendre, wholly-owned by Naxicap, was absorbed by V its parent company in April 2022, retroactive to January 1, 2022. Insurance 3.1.3 Deconsolidated entities All Insurance business line entities were transferred to BPCE in the V first quarter of 2022 (see Note 1.2.1). Payments 3.1.4 Deconsolidated entities All Payments business line entities were transferred to BPCE in the V first quarter of 2022 (see Note 1.2.1). Corporate Center 3.1.5 Deconsolidated entities Natixis Immo Exploitation was sold to BPCE during the first quarter V of 2022 (see Note 1.2.1). Impact of acquisitions 3.2 and disposals The effects of acquisitions and disposals are as follows at December 31, 2022: concerning puts on non-controlling interests at the beginning of V the fiscal year of -€59.9 million. These effects are related to the change in the fair value of these puts over the period for -€44.0 million, generated by the revaluation of the financial debt for -€38.8 million, mainly on the Natixis CIB division, on the Natixis CIB division for -€3.9 million and by the unwinding of the discount on this same financial debt for -€1.3 million for Natixis IM. The transfer of the change in the share of net non-controlling interests of these entities representing these puts was worth -€15.9 million over the period; the effects of changes in the percentage of interest without loss of V control on consolidated entities of -€4.2 million, mainly corresponding to the dilution result following the acquisition of 13% of the non-controlling interests in Ossiam; reclassification of actuarial gains and losses as reserves resulting V from the application of IAS 19R in connection with the loss of control of the Insurance and Payments business lines for -€4.4 million; the effects of the recycling in reserves of the revaluation stock of V securities classified as non-recyclable OCI carried by the Insurance, Payments and Natixis Immobilier Exploitation business lines in connection with their loss of control for -€24 million. The effects of acquisitions and disposals were as follows at December 31, 2021: concerning puts on non-controlling interests at the beginning of V the fiscal year of -€127.9 million. These effects were related to the change in the fair value of these puts over the period for -€156.1 million, generated by the upward revaluation of the financial debt for -€147.2 million mainly on the AWM business line for -€91.7 million, -€55.5 million on the CIB division, and -€8.9 million generated by the unwinding of the discount on this same financial debt (on the AWM division). The transfer of the negative change in the share of net non-controlling interests of these entities representing these puts was +€28.2 million over the period; the recognition of new puts on non-controlling interests for V -€9.6 million for the entity Vauban Infrastructure Partners.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 267 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 This debt was revalued upwards by -€5.5 million. The transfer of the positive change in the share of the net minority interests of this entity representing the put was +€4.5 million over the period; changes in the percentage interest without loss of control of V consolidated entities in the amount of +€4.9 million, mainly corresponding to the dilution following the disposal of 4% of Investors Mutual Limited in the fourth quarter of 2021; reclassification of actuarial gains and losses resulting from the V application of IAS 19R as reserves in connection with the loss of control of Coface for +€0.2 million.Interests in subsidiaries 3.3 Material non-controlling interests 3.3.1 As of December 31, 2022, Natixis held non-controlling interests for €45 million (€202 million as at December 31, 2021, of which €155 million for the 49.99% minority interests in H2O). The profit allocated in 2022 to holders of non-controlling interests is €58 million (€106 million in 2021 of which €25 million concerning H2O). Dividends paid in 2022 to non-controlling interests amounted to €67 million (€50 million in 2021). At December 31, 2021, H2O summarized financial information was as follows: €384 million in total assets, €91 million in debt, €49 million in net income and €65 million in comprehensive income.Material restrictions 3.3.2 Legal, regulatory or contractual restrictions may restrict Natixis’ ability to freely transfer or use assets between Natixis entities. Significant restrictions on subsidiaries’ ability to transfer cash to another Natixis entity In response to Russia’s invasion of Ukraine, many countries introduced financial sanctions against Russia. Faced with the latter, Russia has reacted by imposing certain forms of capital controls. Thus, the repayment of loans contracted by Natixis Moscow with financial institutions in “unfriendly” countries (including its parent company Natixis S.A.) is limited to the monthly equivalent of 10 million rubles and must be subject to authorization by the Central Bank of Russia for higher amounts. Similarly, dividend payments cannot be made without the approval of the Central Bank of Russia. Despite the application of exchange controls in some countries, Natixis did not encounter difficulties transferring the dividends of subsidiaries located in these countries during the period. Significant restrictions related to liquidity reserves Natixis is subject to liquidity risk supervision, which requires the creation of a liquidity reserve limiting the use of the assets of which it is composed (see Chapter [3] “Risk factors, risk management and Pillar III”, and Note 3.2.8 “Balance sheet management” of the universal registration document). Some entities are also subject to local regulations concerning liquidity and solvency. Significant restrictions on Natixis’ ability to use certain assets The share of encumbered assets that cannot be freely used is presented in Section 3.3 of Chapter [3] “Risk factors, risk management and Pillar III” of the universal registration document.Interests in partnerships and associates 3.4 Types of partnerships and associates with which Natixis has dealings 3.4.1 Partnerships (joint operations and joint ventures) Natixis does not have interests in partnerships (joint operations and joint ventures) that have an impact on Natixis’ consolidated financial statements.Associates The main equity investment held by Natixis at December 31, 2022 was EDF Investment Group (EIG).Table summarizing investments in associates (in millions of euros) 31/12/2022 31/12/2021 Value of the investments in associates Net income Gains and losses recorded directly in shareholders’ equity (b) Value of the investments in associates Net income Gains and losses recorded directly in shareholders’ equity Joint ventures Associates 525 13 (19) 522 19 (5) EDF Investment Group (EIG) 524 12 0 522 10 0 Coface (a) 0 0 0 0 7 0 Other entities 1 1 (19) 1 1 (5) TOTAL 525 13 (19) 522 19 (5) Coface’s net income for 2021 corresponds to the net income recorded on the loss of significant influence. (a) Of which -€19 million corresponding to the recycling of the unrealized reserves of BPCE IARD and Adir due to the contribution of the securities of the (b) Insurance division to BPCE in the first quarter of 2022.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 268 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Summarized financial information pertaining to material joint ventures and associates 3.4.2 The summarized financial data pertaining to material associates and/or joint ventures under significant influence are presented below. (in millions of euros) 31/12/2022 31/12/2021 EDF Investment Group (EIG) EDF Investment Group (EIG) Valuation method Associate Associate Dividends paid 136 137 Main aggregates TOTAL ASSETS 6,988 6,984 TOTAL DEBT 39 49 Income statement Pre-tax profit 195 193 Income tax (50) (49) Net income 146 144 Gains or losses recorded directly in shareholders’ equity (6) (10) The data for EIG established on December 31, 2022 comply with IFRS as adopted by the European Union on that date and with the accounting principles and valuation methods applied to Natixis’ consolidated financial statements as presented in Note 5. See below the financial information reconciliation table with the carrying amount calculated using the equity method. (in millions of euros) 31/12/2022 31/12/2021 EDF Investment Group (EIG) EDF Investment Group (EIG) Equity of the associate 6,949 6,935 Percentage of ownership 7.54% 7.54% Natixis’ share in the associate’s shareholders’ equity 524 522 Goodwill Impairment Value of the investment in the associate 524 522 Nature and scope of restrictions 3.4.3 Natixis did not encounter significant restrictions on interests held in associates and joint ventures. Risks associated with interests in joint 3.4.4 ventures and associates held by entities There are no unrecognized shares in the losses of joint ventures or associates over the period following the application of the equity method.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 269 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Structured entities Note 4 A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are managed by means of contractual agreements. Structured entities generally have one or more of the following characteristics: restricted and narrowly-defined activities and objectives; V limited or non-existent shareholders’ equity that is insufficient to V allow it to finance its activities without subordinated financial support; financing in the form of multiple contractually linked instruments V that create concentrations of credit or other risks (tranches); few or no employees. V Scope of the structured entities 4.1 with which Natixis has dealings General principles 4.1.1 In accordance with IFRS 12, Natixis discloses information for all of the structured entities in which it holds interests and for which it acts in one or more of the following roles: originator/structurer/arranger; V placement agent; V manager of relevant activities; or V any other role in which it has a decisive impact on the structuring V or management of the transaction. Interest in an entity is understood to mean a contractual or non-contractual relationship that exposes the entity to the risk of variable returns associated with the performance of the other entity. Interests in other entities may be evidenced by, among other things, ownership of equity instruments or debt securities, as well as by other links, such as financing, cash loans, credit enhancement and the issuing of guarantees or structured derivatives. Consequently, the following are not included in the consolidation scope (IFRS 10) or in the scope applicable to the disclosure of additional information (IFRS 12): structured entities linked to Natixis solely through an ongoing V transaction. This corresponds to an unstructured financial instrument which does not generally have a material impact on the variability of the structured entity’s returns and which may be concluded by Natixis with structured entities or with traditionally-governed entities alike. Ongoing transactions are most commonly: vanilla fixed-income/currency derivatives, derivatives with other V underlying assets, and the lending/borrowing of securities and repos, guarantees and plain vanilla financing granted to family SCIs or V certain holding companies; external structured entities in which Natixis acts as a simple V investor. These are: investments in external mutual funds not managed by Natixis, V with the exception of those in which Natixis owns virtually all of the units, interests held in external securitization vehicles for which Natixis V acts simply as a non-controlling investor, a restricted scope of interests held in real estate funds and V external Private Equity funds for which Natixis acts simply as a non-controlling investor. The structured entities with which Natixis has dealings can be categorized into four groups: entities created within the context of Structured Financing, Asset Management funds, securitization vehicles and entities established for other types of transactions. In accordance with IFRS 10, consolidation analyses of structured entities are performed taking into account all of the criteria referred to in Note 2.2.1. Structured Financing transactions 4.1.2 In order to meet financing requirements for movable assets (involving air, sea or land transportation), real estate, corporate acquisitions (LBO financing) or commodities, Natixis may be required to create structured entities for a specific financial transaction on behalf of a client. These structures are, for the most part, self-managed. In the case of leasing contracts, the transaction must be structured such that its income always amounts to zero. This means that only default events are able to modify the structured entity’s income, by leading to the disposal of the rights over the assets once the guarantees have been exercised. Natixis has the power to have the assets sold in the case of a default event, acting either alone or via the bank syndicate’s agent. This right equates to a protective right because Natixis would never benefit from the income from the sale beyond the amount of the balance due under the loan agreement. Natixis does not therefore have power over such entities’ relevant activities. If auto-pilot mechanisms are not in place for these structures, it is generally the sponsor who oversees activities which are relevant and which generate returns. As previously, Natixis’ rights as lender are protective rights limited to the amount of its receivable. Natixis does not therefore have power over such entities’ relevant activities. In addition, Natixis is rarely a shareholder in such entities and, when it is, it generally holds a non-controlling interest. The entities for which Natixis is the majority shareholder are limited in number and do not have a material impact on the consolidated financial statements. Asset Management transactions 4.1.3 Mutual funds In general, seed money investments held for less than one year were not consolidated. Non-guaranteed mutual funds 1. In the context of mutual funds, relevant activities are investment and divestment activities involving securities in fund assets. These activities are managed in a discretionary manner on behalf of investors by Natixis Investment Managers’ and Natixis Wealth Management’s management companies.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 270 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The compensation of Natixis Investment Managers and Natixis Wealth Management as managers is marginal compared with the returns generated for investors. Indeed, the management and incentive fees are obtained on the market and are consistent with the services rendered, since the Asset Management activity takes place on a competitive and international market. In the absence of rights held by third parties (e.g. withdrawal or fund redemption/liquidation rights), the control of mutual funds managed by Natixis Investment Managers and Natixis Wealth Management is assessed according to the combined interests held by the Natixis’ entities and business lines: as managers, Natixis Investment Managers and Natixis Wealth V Management do not invest in the funds and generally own only a few units; other Natixis entities and business lines may hold minority V interests, intended mainly to meet cash investment needs. A fund is subject to consolidation: if Natixis acts as principal, i.e. if Natixis is a manager and is not V revocable by a limited number of people and if Natixis holds a large enough material interest to conclude that it controls the fund; or if Natixis is not a manager but owns virtually all of the units. V Non-guaranteed mutual funds subject to consolidation but not consolidated due to their materiality are listed in Note 16.1. Guaranteed mutual funds 2. Natixis guarantees the capital and/or performance of certain mutual funds. These packaged funds are passively-managed funds. Once the structuring is established initially, it is fixed for the fund’s entire lifetime. Natixis has relatively limited exposure to negative variable returns thanks to the fund’s strict management by Natixis TradEx Solutions (formerly Natixis Asset Management Finance) and a robust risk control framework put in place upon structuring and monitored throughout the fund’s lifetime. These controls significantly limit the risk of guarantee activation. As with non-guaranteed mutual funds, guaranteed mutual funds are subject to consolidation under IFRS 10 whenever Natixis acts as principal (e.g., Natixis acts as a non-revocable manager and holds a material interest). Guaranteed mutual funds subject to consolidation but not consolidated due to their materiality are listed in Note 16.1. Real estate funds The relevant activities of these funds are those involving the investment and divestment of real estate assets. These funds are managed on behalf of investors by Natixis Investment Managers’ management companies (AEW Europe, AEW Central Europe, etc.). With regard to compensation, the returns received by Natixis include income received by Natixis as a management company (management fees, incentive fees, outperformance fees, etc.) and as an investor (dividends). A fund is subject to consolidation if Natixis acts as principal (e.g., Natixis is a manager and is not revocable by a limited number of people and holds material variable returns). Real estate funds subject to consolidation but not consolidated due to their materiality are listed in Note 16.1. Private Equity funds As part of its Private Equity operations, Natixis makes equity investments in unlisted companies via Private Equity investment vehicles (Fonds Communs de Placement à Risque – FCPRs – Private Equity investment funds and SICARs Sociétés d’Investissement à Capital Risque – venture capital companies) and limited partnerships which it typically manages. The analysis criteria for IFRS 10 consolidation applied to Private Equity funds are the same as those applied to real estate funds. A fund is subject to consolidation if Natixis acts as principal (e.g., Natixis is a manager and is not revocable by a limited number of people and holds material variable returns). Private Equity funds subject to consolidation but not consolidated due to their materiality are listed in Note 16.1. Securitization transactions 4.1.4 Securitization vehicles Securitization transactions are generally constituted in the form of structured entities used to segregate assets or derivatives representative of credit risks. Information on the risk management of securitization transactions is presented in Section 3.2.5 of Chapter [3] “Risk factors, liquidity and Pillar III”. The purpose of such entities is to diversify and tranche the underlying credit risks, most often with a view to their acquisition by investors seeking a certain level of compensation based on the level of risk assumed. The assets of these vehicles, and the liabilities they issue, are rated by rating agencies, which continually monitor the suitability between the level of risk associated with each tranche sold and the rating attributed. The following types of securitization are encountered at Natixis and involve structured entities: transactions through which Natixis (or a subsidiary) transfers V credit risk relating to one of its asset portfolios to a dedicated vehicle in cash or synthetic form; securitization transactions on behalf of third parties. These V transactions consist in placing the assets of a third-party company in a dedicated structure (generally a special purpose entity [SPE] or a conduit). The SPE issues units that may in some cases be subscribed to directly by investors, or subscribed to by a multi-seller conduit which refinances the purchases of its units by issuing short-maturity “notes” (treasury notes or commercial paper). Natixis is mainly involved in these entities in its capacity as: structurer/arranger of securitization transactions; V originator of securities or loans held as assets pending V securitization; credit risk intermediary between the market and the securitization V entity. Natixis completed various securitization transactions in 2022, as in 2021, relating to commercial real estate financing originated by Natixis Real Estate Capital LLC. Securitization vehicles subject to consolidation but not consolidated due to their materiality are listed in Note 16.1. Natixis is also the sponsor of two ABCP (asset-backed commercial paper) conduits: Magenta and Versailles. The Versailles conduit is consolidated, with Natixis holding power over activities relevant to the conduit enabling it to influence its returns, given its prominent role in choosing and managing acquired receivables as well as managing the issue program. In contrast, given that Natixis is not part of the governing body holding the power to decide on the Magenta conduit’s relevant activities, it is not consolidated in Natixis’ financial statements.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 271 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Management of CDO Asset Management structures Natixis Investment Managers is involved in such funds as manager of the underlying portfolio for third-party investors. Its role is strictly defined by the portfolio management agreement, which never provides it with effective control of the structure but rather with the role of agent. Furthermore, neither Natixis Investment Managers nor any other Natixis entity holds a material interest in these funds. Natixis is therefore not significantly exposed to the variability of returns. Other transactions 4.1.5 Natixis controls a certain number of vehicles whose purpose is to V manage operating property and non-operating property. The relevant activity is mainly the management of property as sources of returns for shareholders. Natixis generally has power over these activities. Such SPEs are consolidated once Natixis has a material interest and if they are material to the consolidated financial statements of Natixis. Natixis Coficiné has relationships with: V structured entities created by producers to host a film V production. Coficiné is involved only as a lender. It has no stake in the entity, which is wholly owned by the producer. Coficiné does not participate in managing the entity, as activity falls within the remit of the producer. Coficiné, and therefore Natixis, has no power over the relevant activities of these structured entities and has no control under IFRS 10; Film Industry Financing companies (SOFICA). Natixis holds a V non-material stake in these SOFICAs and receives management fees at market rates consistent with the services rendered. Natixis does not hold any other interests in these structured entities. They are therefore not subject to consolidation under IFRS 10. Interests held in non-consolidated structured entities 4.2 The table below shows the (i) carrying amount of interests held by Natixis in structured entities, broken down by major activities, as well as (ii) the maximum exposure to the risk of loss attributable to these interests. As well as the breakdown of Natixis’ interests in these entities, the table below also provides information on the size of the entities. This information is reported on an aggregate basis, in which all entities that Natixis has an interest in, regardless of the level of the interest, are grouped together by business. The size of structured entities equates: for Securitization, to the total issues on the liability side of the V balance sheet; for Asset Management, to the fund’s net assets; V for Structured Financing, to the amount of the remaining V outstanding loans due to banks in the pool (drawn outstandings); for other activities, to the balance sheet total. V The maximum risk exposure corresponds to the cumulative amount of interest recorded under balance sheet assets and commitments given, minus contingency reserves recorded under liabilities and guarantees received: the “Notional amount of derivatives” item corresponds to the V notional amount of option and CDS sales agreed to by Natixis with structured entities; guarantees received are guarantees granted by third parties to V Natixis to cover its exposure related to structured entities. They are only included on the “Guarantees received” line and are not deducted from the asset items. (in millions of euros) 31/12/2022 31/12/2021 Securi- tization Asset Manage- ment Struc- tured Financing Other activities Total Securi- tization Asset Manage- ment Struc- tured Financing Other activities Total Financial assets at fair value through profit or loss 339 1,641 1,697 393 4,071 206 1,867 1,867 628 4,568 Trading derivatives 4 28 124 327 484 18 80 211 451 759 Trading instruments (excluding derivatives) 108 26 1,565 58 1,757 99 26 1,648 169 1,941 Financial instruments measured using the fair value option - - 0 - 0 - - 0 - 0 Financial instruments to be valued at fair value through profit or loss 228 1,586 9 8 1,830 90 1,761 8 9 1,868 Financial assets at fair value through other comprehensive income - - - - - - - 4 - 4 Financial assets at amortized cost 8,341 1,009 10,410 1,168 20,927 6,565 1,186 10,268 1,090 19,108 Other assets 18 24 5 2 49 13 34 8 2 58 TOTAL ASSETS 8,698 2,673 12,117 1,562 25,051 6,784 3,087 12,146 1,720 23,737 Financial liabilities at fair value through profit or loss (derivatives) 93 38 1,294 346 1,771 15 35 115 124 289 Provisions 2 0 10 2 14 4 0 11 2 17 TOTAL LIABILITIES 95 38 1,304 348 1,785 18 35 126 126 305 Financing commitments given 8,758 192 2,430 433 11,813 8,072 254 3,462 429 12,218 Guarantee commitments given 81 109 2,322 180 2,692 96 123 2,831 203 3,253 Guarantees received 1,880 - 7,751 165 9,796 1,660 - 7,678 189 9,527 Notional amount of sales of options and CDS 619 - 7,941 135 8,695 1,253 - 8,551 333 10,137 MAXIMUM EXPOSURE TO RISK OF LOSS 16,276 2,974 17,049 2,143 38,441 14,541 3,464 19,301 2,495 39,801 (in millions of euros) 31/12/2022 31/12/2021 Securi- tization Asset Manage- ment Struc- tured Financing Other activities Total Securi- tization Asset Manage- ment Struc- tured Financing Other activities Total Size of structured entities 95,582 214,589 43,301 1,987 355,460 87,768 232,846 78,621 1,693 400,928
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 272 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Non-consolidated structured entities in which Natixis is involved 4.3 only as a sponsor With respect to information that must be disclosed under IFRS 12, Natixis sponsors a structured entity when both of the following indicators are met: Natixis is involved in the creation and structuring of the structured V entity; and Natixis contributes to the entity’s success by transferring assets to V it or by managing the structured entity’s relevant activities. Where Natixis’ participation is simply as an advisor, arranger, custodian or placement agent, the structured entity is presumed not to be sponsored by Natixis. Natixis plays the role of sponsor for: mutual funds initiated by a Natixis management company and in V which Natixis holds no stake or any other interest. Reported income includes management and incentive fees received by Natixis, as well as profits and losses resulting from ongoing transactions with these funds; a US activity consisting of originating and selling real estate loans V to securitization vehicles, created by Natixis with third parties and in which Natixis holds no interest. Reported income includes structuring fees as well as capital gains and losses on the assignment of receivables. (in millions of euros) 31/12/2022 31/12/2021 Securi- tization Asset Manage- ment Total Securi- tization Asset Manage- ment (a) Total Revenues drawn from the entities 1 1,190 1,191 2 1,118 1,120 Revenues net of interest 1 1 2 2 0 3 Revenues net of fees and commissions 0 1,170 1,170 0 1,105 1,105 Net gains or losses on instruments at fair value through profit or loss 0 19 19 (0) 12 12 Carrying value of the assets transferred from the entity during the year* 679 0 679 368 0 368 Amounts restated in relation to the financial information published at December 31, 2021. (a) The carrying amount of assets transferred to these vehicles corresponds to the assets sold by Natixis during 2022 and 2021, if the information on the amounts * sold by all of the investors is not available. Financial support to structured entities 4.4 Natixis did not grant any financial support to consolidated or non-consolidated structured entities.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 273 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Accounting principles and valuation methods Note 5 Financial assets 5.1 (excluding derivatives) In accordance with IFRS 9 “Financial instruments”, on initial recognition, financial assets are recorded at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss. For debt instruments, the classification depends on the business model applicable to the instruments in question and the characteristics of their contractual cash flows (whether they represent Solely Payments of Principal and Interest [SPPI] or not). Business model 5.1.1 The business model represents the way in which Natixis manages its financial assets to produce cash flow and revenues. The entity must exercise judgment to determine the business model used. The choice of business model must be made at a level which reflects the way in which groups of financial assets are managed collectively with a view to achieve a given economic objective. The business model is therefore not determined on an instrument by instrument basis, but rather at a higher level of aggregation, by portfolio. The choice of business model must take into account all information regarding the manner in which cash flows were generated in the past, along with all other relevant information, for example: the way in which the performance of financial assets is assessed V and presented to the main executive officers; the risks that have an impact on the business model’s V performance, in particular the way in which these risks are managed; the way in which executive officers are paid (for example, if pay is V based on the fair value of assets under management or on the contractual cash flows received); the frequency, volume and purpose of sales. V IFRS 9 provides for three business models: hold to collect model : in this model, financial assets are held in V order to receive contractual cash flows over the life of the assets. This model, under which the concept of “holding” is relatively similar to holding to maturity, remains valid if sales are made under the following conditions: the disposals are due to an increase in credit risk; V the disposals occur just before maturity and at a price that V reflects the contractual cash flows that are still owed; other disposals may also be compatible with the “hold to collect” V model’s objectives if they are infrequent (even if their value is significant) or if their value is insignificant when considered both individually and overall (even if they are frequent). Natixis has established procedures requiring the reporting, prior analysis and regular monitoring of all major plans to sell financial assets held under the hold to collect model to ensure that the conditions required to classify assets under this business model are met at all times. For Natixis, the hold to collect model applies mainly to financing operations (excluding the loan syndication activity) carried out by the Corporate & Investment Banking business. hold to collect and sell model : a mixed business model under V which assets are managed with the objective of both receiving contractual cash flows and selling financial assets. In this model, financial assets are sold to achieve the purpose of the activity. Natixis applies the “hold to collect and sell” model primarily to portfolio management activities for securities in the liquidity reserve. other model : a model intended for other financial assets, especially V those held for trading, for which the collection of contractual cash flows is incidental. This business model applies to the loan syndication activity and the Capital Markets activities carried out by Corporate & Investment Banking. The SPPI test 5.1.2 A financial asset is considered as basic if its contractual terms give rise, on specific dates, to cash flows that are solely payments of principal and interest on the outstanding amount due. The “principal” amount is defined as the financial asset’s fair value at its acquisition date. “Interest” is the consideration for the time value of money and the credit risk incurred on the principal amount, as well as other risks such as liquidity risk, administrative costs and the profit margin. The instrument’s contractual terms must be taken into account to assess whether contractual cash flows are solely payments of principal and interest. All elements that may cast doubts as to whether only the time value of money is represented must therefore be analyzed. For example: events that would change the amount and date of the cash flows; V the applicable interest rate features; V prepayment and extension options. V For the borrower or lender, a contractual option permitting prepayment of financial instruments does not violate the SPPI test for contractual cash flows if the prepayment amount mainly represents the unpaid amounts of principal and interest and, if applicable, a reasonable additional compensation for the early termination of the contract. If a clear determination cannot be made through qualitative analysis, quantitative analysis (a “benchmark test”) is carried out. This test involves comparing the contractual cash flows for the asset in question with the contractual cash flows of a benchmark asset. Basic financial assets are debt instruments that include, in particular: fixed-rate or variable-rate debt securities, fixed-rate loans, variable-rate loans with no interest rate differential (mismatch) or indexation on a given rate value or a stock market index, as well as loans granted to support companies in their approach to sustainability through an incentive mechanism to revise the margin based on ESG criteria specific to the borrower or the achievement by the latter of sustainable development objectives. Any contractual option that creates risk exposure or cash-flow volatility that is not consistent with a basic lending arrangement, such as exposure to fluctuations in the price of stocks or of a market index, or the introduction of leverage, would make it impossible to categorize contractual cash flows as “SPPI”.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 274 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Non-SPPI financial assets include mutual fund units and convertible bonds or mandatory convertible bonds with a fixed conversion ratio. Natixis has introduced the operational procedures necessary to analyze the SPPI status of financial assets when they are initially recognized. A specific cash flow analysis is also carried out for securitization fund units or any other financial assets issued by structures that establish an order of payment priority between bearers and create concentrations of credit risk (tranches). Determining the SPPI status of these instruments requires an analysis of the contractual cash flows and credit risk of the assets concerned and of the portfolios of underlying financial assets (according to the look-through approach).Financial assets at amortized cost 5.1.3 Financial assets recognized at amortized cost correspond to debt instruments, in particular loans and receivables due from credit institutions and customers as well as securities carried at amortized cost such as treasury bills and bonds. They are measured at amortized cost if they meet the following two conditions: the asset is held in a business model whose objective is to collect V and hold contractual cash flows; and the contractual terms of the financial asset give rise to cash flows V that are solely payments of principal and interest on the outstanding amount due, on specific dates. In this case, the asset is considered basic and its cash flows are categorized as SPPI. They are initially recorded at fair value plus or minus transaction costs. In the case of loans, transaction costs include fees and any expenses directly attributable to setting up the loan. On subsequent balance sheet dates, they are measured at amortized cost using the effective interest method. The “effective interest rate” is the rate that discounts estimated future cash flows to the value of the debt instrument at inception. This rate includes any discounts and any external transaction income or costs directly related to the issue of the loans, which are treated as an adjustment to the effective yield. When loans are granted at below-market interest rates, a discount corresponding to the difference between the face value of the loan and the sum of future cash flows discounted at the market interest rate is deducted from the face value of the loan. The market rate of interest is the rate applied by the vast majority of financial institutions at any given time for instruments and counterparties with similar characteristics. Interest accrued or received on debt instruments is recorded in income under “Interest and similar income” using the effective interest rate method. If the instruments are sold, the gain or loss is recorded in the income statement under “Net gains or losses resulting from the derecognition of financial instruments at amortized cost”. deductible. At the end of this year, the client can either repay the loan or amortize it over one to five additional years, with the possibility of extending the capital deductible by one year (in accordance with the announcements of the Minister of the Economy, Finance and Recovery of January 14, 2021) without extending the total duration of the loan. The guarantee compensation conditions are set by the State and are applicable by all French banking institutions: the bank retains only a portion of the guarantee premium paid by the borrower (the amount of which depends on the size of the company and the maturity of the loan) remunerating the risk it bears and which corresponds to the portion of the loan not guaranteed by the State (between 10% and 30% of the loan depending on the size of the borrowing company). The contractual characteristics of the SGLs are those of basic loans (SPPI criterion). The loans are held by Natixis under a management model aimed at collecting their contractual flows until maturity. As a result, the loans were recorded in the consolidated balance sheet under “Loans and receivables due from customers at amortized cost”. The outstanding amounts of State-guaranteed loans are disclosed in Section 7.6.2. In the context of the COVID-19 crisis, Natixis granted SGLs (State-Guaranteed Loans) under the provisions of the amending finance law for 2020 and the conditions set by the order of March 23, 2020. This involved financing guaranteed by the State for a proportion of the amount borrowed of between 70% and 90% depending on the size of the borrowing company (with a waiting period of two months after the date of disbursement at the end of which the guarantee became effective). With a maximum amount corresponding, in general, to three months of revenue excluding taxes, these loans are accompanied by a one-year repayment The State guarantee is considered to be an integral part of the terms of the contract and is taken into account in the calculation of impairments for expected credit losses. The guarantee fee paid when the loan is granted by Natixis is recognized in profit or loss over the initial term of the SGL using the Effective Interest Rate (EIR) method. The impact is presented in the net interest margin. Subsequent changes in the expected flows of these premiums resulting from the actual terms of repayment (depending on the choice of the borrowers at the end of the first year of the deductible and the possibility of extending the deductible for an additional year) give rise to immediate recognition in income (see impact disclosed in Note 6.1). Specific case of loans restructured due to the financial position of the debtor “Restructured” loans correspond to loans with modified terms under which Natixis grants a concession to borrowers facing or likely to face financial difficulties. They are a combination of a concession granted by Natixis and financial difficulties experienced by the borrower. The modified terms of restructured loans must put the borrower in a more favorable situation (e.g. suspension of interest or principal payment, extension of term, etc.) and are confirmed by the use of amendments that modify the terms of an existing contract or by the full or partial refinancing of an existing loan. Financial difficulties are determined by observing a number of criteria such as amounts past due for more than 30 days or an at-risk rating. The implementation of “restructuring” does not necessarily mean the counterparty concerned by the restructuring is to be classified in the Basel defaults category. The default classification of the counterparty depends on the result of the viability test carried out during the restructuring of the counterparty. In the context of the COVID-19 crisis, Natixis was required to grant concessions in various forms (temporary suspension of maturities, rescheduling, etc.) to some of its clients, in order to help them overcome the temporary cash flow difficulties caused by the crisis. A case-by-case analysis was carried out in order to determine whether the financial difficulties encountered by the client were purely fleeting and of the moment, and whether the resulting restructuring would enable the counterparty to get through the crisis without jeopardizing its ability to honor its contractual agreements at maturity.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 275 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The classification of these outstandings as “loans restructured due to the financial position of the debtor” is carried out in accordance with the aforementioned general principles. Outstandings are disclosed in Note 7.6.2. Furthermore, it is noted that Natixis did not grant any “en masse” (or “general”) moratoria, meaning moratoria offered on a wide scale to a set of clients with no specific conditions. For loans restructured by amending the terms of the existing contract, with no derecognition of the initial asset, a discount/premium must be recorded, corresponding to the difference between: the present value of the contractual cash flows initially expected; V and the present value of the revised contractual cash flows discounted V at the original effective interest rate. This discount/premium is recorded in the income statement against the adjustment to the amortized cost of the balance sheet. It is then written back to net interest income in the income statement over the remaining life of the loan. If the discount/premium is not material, the effective interest rate of the restructured loan is changed and no discount is recognized. The restructured loan is reclassified as performing based on expert opinion when no uncertainty remains as to the borrower’s capacity to honor the commitment. A loan is no longer considered as restructured once the following conditions are met: a period of two years has passed since the date of the V restructuring; the loan is recognized as a performing loan at the reporting date; V no loan is past due by more than 30 days; V regular and material repayments (principal and interest) have been V made over a period of at least one year. For restructured loans either fully or partially converted into a substantially different asset (such as an equity instrument or an instrument changing from fixed rate to variable rate and vice versa) or that have given rise to a change of counterparty: the new instruments are booked at fair value; V the difference between the carrying amount of the derecognized V loan and the fair value of the assets received in exchange is recorded in income under the cost of risk; any provision previously recorded on the loan is adjusted and fully V reversed if the loan is fully converted into a new asset.Financial assets at fair value through 5.1.4 other recyclable and non-recyclable comprehensive income Financial assets recognized at fair value through other comprehensive income mainly correspond to debt instruments: government securities and bonds. A debt instrument is valued at fair value through shareholders’ equity only if it meets the following two conditions: the asset is held in a hold to collect and sell model with the V objective of both collecting contractual cash flows and selling financial assets; and the contractual terms of the financial asset give rise to cash flows V that are solely payments of principal and interest on the outstanding amount due, on specific dates. In this case, the asset is considered basic and its cash flows are categorized as SPPI. Debt instruments at fair value through shareholders’ equity are initially recognized at their market value, including any transaction costs. At the reporting date, they are measured at fair value by applying the market price to listed securities, and changes in fair value are recorded under “Gains and losses recorded directly in recyclable other comprehensive income”. Interest accrued or received on debt instruments is recorded in income under “Interest and similar income” using the effective interest rate method. In case of sale, changes in the fair value of debt instruments are transferred to income under “Gains and losses on financial assets at fair value through other comprehensive income”. Specific case of equity instruments Equity instruments may be measured at fair value through other comprehensive income under an irrevocable option. This irrevocable option applies on a case-by-case basis and only to equity instruments not held for trading purposes. At the reporting date, they are measured at fair value and changes in fair value are recorded under “Gains and losses recorded directly in non-recyclable other comprehensive income”. Realized and unrealized gains or losses continue to be recognized in shareholders’ equity and are never recognized in income, except for dividends which impact income. Income from the disposal of equity instruments is transferred to “Consolidated reserves”. No impairment is recorded on equity instruments measured at fair value through other comprehensive income.Financial assets at fair value through 5.1.5 profit or loss Financial assets recorded in the fair value through profit or loss category correspond to: financial assets held for trading : these are debt and equity V instruments acquired or originated by Natixis principally to be sold in the near term and those forming part of a portfolio of financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking. Guarantee deposits and the corresponding margin calls relating to securities sold under repurchase agreements and derivatives transactions recorded under liabilities in the balance sheet are also included in this item; financial assets under the fair value option : these are SPPI V instruments not held for trading. They are designated at fair value through profit or loss on initial recognition under IFRS 9 only if this option reduces a measurement inconsistency with a related financial asset/liability in income; financial assets at fair value through profit or loss because of their V characteristics : these are debt instruments that do not meet the SPPI criteria (see Note 5.1.2), for example mutual fund units, which are considered debt instruments without SPPI characteristics under IFRS 9. NB: Non-SPPI debt instruments held for trading are presented with assets held for trading. Non-consolidated investments in associates for which the irrevocable option of measurement at fair value through non-recyclable other comprehensive income has not been adopted are also classified in this category (see Note 7.1.1).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 276 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial assets at fair value through profit or loss are measured on initial recognition at market value, with transaction costs recognized in the income statement. The market value is reviewed at each subsequent reporting date in line with the principles outlined in Note 5.6 “Fair value of financial instruments”. Changes in value, including coupons, are recorded under “Net gains or losses on financial instruments at fair value through profit or loss” in the consolidated income statement, with the exception of interest accrued and due on non-SPPI financial assets, which is recorded under “Interest income”.Recognition date for securities 5.1.6 transactions Securities bought or sold are respectively recognized or derecognized on the settlement date, regardless of their accounting category. Reverse transactions are also recognized on the settlement date. For repurchase and reverse repurchase transactions, a financing commitment respectively received or given is recognized between the transaction date and the settlement date when these transactions are recognized in “Liabilities” and “Loans and receivables” respectively. When repurchase and reverse repurchase transactions are recognized in “Assets and liabilities at fair value through profit or loss”, the repurchase commitment is recognized as a forward interest rate derivative.Leases 5.2 These are leases in which Natixis is the lessee. Leases taken out by Natixis are recognized on the balance sheet under “right-of-use” on the asset side and under “financial liabilities” on the liabilities side in respect of rents and other payments made over the duration of the lease, unless the lease term is 12 months or less or the underlying asset has a low value, as provided for under IFRS 16. Lease term The use of rights is amortized on a straight-line basis and financial liabilities are amortized on an actuarial basis over the term of the lease. In accordance with IFRS 16, the lease term corresponds to the non-cancellable lease period plus any periods covered by termination options that the lessee is reasonably certain not to exercise. In general, the term is nine years for “3/6/9” real estate leases under French law. For contracts subject to tacit extension, the lease term is determined, firstly, on the basis of the establishment’s judgment in view of its real estate strategy, and secondly, in the absence of ad hoc information, by limiting the duration on the basis of the timeframe set by Natixis’ Medium-Term Plan (MTP), namely three years. Outside France, and particularly in English-speaking countries (e.g. Natixis’ US subsidiaries), the term of real estate leases may range from 10 to 15 years. It is stipulated that a lease is no longer enforceable when the lessee and the lessor each has the right to terminate the lease without permission from the other party with no more than an insignificant penalty. Natixis assesses whether it is reasonably certain to exercise an option by considering all relevant facts and circumstances that create an economic incentive for it to exercise, or not to exercise, the option, such as: contractual terms and conditions for the optional periods V compared with market rates (amount of payments for the lease including payments resulting from termination penalties and residual value guarantees); significant leasehold improvements undertaken; V costs relating to the termination of the lease (negotiation costs, V relocation costs, costs of identifying another underlying asset suitable for the lessee’s needs, costs associated with returning the underlying asset in a contractually specified condition, etc.); the importance of the underlying asset for Natixis’ operations V considering whether it is a specialized asset, or its location; its past practice of renewing leases of similar assets, but also its V strategy regarding the future use of the assets. Measurement of lease liabilities At the lease commencement date, payments taken into account to determine lease liabilities include payments for the right to use the underlying asset during the lease term that are not paid at the commencement date, i.e.: fixed payments (including in-substance fixed payments), less any V lease incentives receivable. In-substance fixed lease payments are payments that may, in form, contain variability but that, in substance, are unavoidable; variable lease payments that depend on an index or a rate, initially V measured using the index or rate as at the commencement date; and where applicable, any amounts expected to be payable by Natixis V to the lessor under residual value guarantees, purchase options or payments of penalties for terminating the lease. Payments taken into account to determine lease liabilities exclude value added tax and housing tax, which fall under the scope of interpretation of IFRIC 21 “Levies”, as well as property tax and insurance premiums charged (where applicable) by the lessor, which constitute variable lease payments (where the amounts reimbursed are not contractually predetermined). In accordance with IFRS 16, lease payments are discounted at the interest rate implicit in the lease, i.e. the lessee’s incremental borrowing rate, which is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. Natixis applies the marginal rate to its lease payments. This marginal rate depends on the contract term and currency. It also takes into account Natixis’ credit spread and the entities being refinanced by Natixis. Lease liabilities are booked under “Accrual accounts and other liabilities” in the consolidated balance sheet. The interest expense relating to the financial liability is recognized under “Interest and similar expenses”. Recognition of a right-of-use asset At the inception of the lease, the right-of-use asset is recognized at a value equal to the lease liability amount at that date, adjusting for payments made to the lessor prior to or on that date and not therefore included in the measurement of the lease liability, less any lease incentives received. Where applicable, this amount is adjusted to take into account the initial direct costs incurred by the lessee and an estimate of the costs of dismantling and refitting, to the extent that the terms and conditions of the lease so require, in which case an outflow is likely and can be estimated to a sufficient degree of reliability. Right-of-use assets are recognized under “Property, plant and equipment” in the consolidated balance sheet, within the same line item as assets of the same nature and which are wholly owned.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 277 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The right-of-use amortization expense is recorded in the income statement under “Depreciation, amortization and impairment of property, plant and equipment and intangible assets”. The value of rights of use may be subsequently adjusted in the event the lease is amended or the lease term re-estimated, and to factor in any contractual rent changes stemming from the application of an index or rate.Impairment of assets 5.3 at amortized cost and at fair value through shareholders’ equity and provisions for financing and guarantee commitments General principles Debt instruments classified as financial assets at amortized cost or at fair value through other comprehensive income, loan commitments and financial guarantee contracts that are not recognized at fair value through profit or loss, as well as lease receivables, are impaired or covered by a provision for expected credit losses (ECL) as of the date of initial recognition. These financial assets will be divided into three categories depending on the increase in credit risk observed since their initial recognition. An impairment charge shall be recorded on outstanding amounts in each category, as follows: Stage 1 (or S1) These are performing loans for which credit risk has not increased materially since initial recognition. Impairment or provision for credit risk on these loans is recorded in the amount of 12-month expected credit losses. Interest income on these loans is recognized in profit or loss using the effective interest rate method applied to the gross carrying amount of the instrument before impairment. Stage 2 (or S2) Performing loans for which credit risk has increased materially since initial recognition are transferred to Stage 2. The impairment or the provision for credit risk is determined on the basis of the instrument’s expected credit losses at maturity (lifetime ECL). Interest income on these outstandings is recognized in income using the effective interest rate method applied to the gross carrying amount of the instrument before impairment. Stage 3 (or S3) Loans that are “impaired” as defined by IFRS 9 are classified in Stage 3. These are loans for which there is objective evidence of impairment loss due to an event that represents a counterparty risk occurring after the initial recognition of the instrument in question. The new definition of default, defined by the guidelines of the European Banking Authority (EBA) on the application of the definition of default under Article 178 of Regulation (EU) No. 575/2013 applicable from January 1, 2021, and the provisions of Regulation (EU) No. 2018/1845 of the European Central Bank relating to the threshold for assessing the importance of arrears on credit obligations, applicable no later than December 31, 2020, strengthened the consistency of practices of European credit institutions in identifying defaults. The definition of defaulted outstandings is thus clarified by the introduction of a relative threshold and an absolute threshold, to be applied to payment arrears to identify situations of default, the clarification of the criteria for returning to healthy outstandings with the imposition of a probationary period and the introduction of explicit criteria for classifying restructured loans in default (see Note 5.1.3). Natixis applies these new provisions for the identification of defaulted outstandings from October 22, 2020. The internal parameters used to calculate expected credit losses will be monitored as part of dedicated backtesting exercises and as a sufficient history of defaults is built up according to this new definition. However, Natixis’ exposures are to portfolios deemed to have a low number of defaults (Sovereign, Financial Institutions, Large Corporate and Specialized Financing), and estimates of the impact on the risk parameters induced by the application of the new provisions relating to outstandings in default have not resulted in a significant change in Natixis’ consolidated financial statements. The carrying amount of a financial asset is reduced when Natixis no longer has a reasonable expectation of recovery of all or part of the contractual cash flows remaining on this asset. This is a derecognition (total or partial) of the financial asset, which may take place prior to the completion of legal proceedings against the borrower. The analysis was conducted individually, each situation being specific. Beyond the factors that clearly prove that all or part of the receivable will not be recovered (e.g. cessation of recovery actions, receipt of the certificate of non-recoverability), groups of indicators may also be taken into account, these assessments include entry into liquidation, the disappearance or insufficiency of residual assets and/or the absence of collateral. When, in view of the status of the case, it is reasonably certain that all or part of the receivable will not be recovered, the amount to be written off is determined on the basis of the most objective possible external and internal factors. The impairment or provision for credit risk is calculated according to the losses expected over the instrument’s residual lifetime (expected losses at maturity) based on the recoverable value of the receivable, i.e. the present value of the estimated recoverable future cash flows after taking the impact of any collateral into account. Interest income is recognized in income based on the effective interest method rate applied to the net carrying amount of the asset after impairment. In addition, the standard makes a distinction between purchased or originated credit-impaired (POCI) assets, which correspond to financial assets purchased or created and already impaired for credit risk at their initial recognition and for which the entity does not expect to recover all of the contractual cash flows at the date of initial recognition. POCI are impaired based on lifetime expected losses at the reporting date immediately following initial recognition. For debt instruments recognized on the asset side of the balance sheet at amortized cost, impairments are recorded against the line on which the asset was initially shown in the balance sheet at its net value (irrespective of whether the asset is S1, S2, S3 or POCI). Impairment charges and reversals are recorded in the income statement under “Cost of risk”. For debt instruments recognized on the asset side of the balance sheet against recyclable other comprehensive income, impairments are carried on the liability side of the balance sheet in recyclable other comprehensive income, with a corresponding entry on the income statement under “Cost of risk” (irrespective of whether the asset is S1, S2, S3 or POCI). For loan and financial guarantee commitments, provisions are recorded on the liability side of the balance sheet under “Provisions” (irrespective of whether the commitment is S1, S2, S3 or POCI). Changes in provisions are recognized in the income statement under “Cost of risk”.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 278 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Principles of recognition of impairment losses and provisions Credit risk deterioration criteria The principles for measuring the increase in credit risk and expected credit losses applicable to most of the Natixis’ exposures are described below. The significant increase in credit risk is valued on an individual basis by taking into account all reasonable and justifiable information and by comparing the default risk on the financial instrument at the closing date with the default risk on the financial instrument at the date of its initial recognition. Measuring an increase in the risk should, in most cases, lead to a downgrade to Stage 2 before the transaction is individually impaired (Stage 3). More specifically, the change in credit risk is measured on the basis of the following criteria: for Large Corporates, Banks and Sovereigns loan books : an V increase in credit risk is measured based on a combination of quantitative and qualitative criteria. The quantitative criterion is based on the change in rating since initial recognition. The additional qualitative criteria make it possible to classify as Stage 2 all contracts, whether 30 days past due, or recorded as assets on a non-S3 Watch List, i.e. undergoing financial hardship (forbearance). Additional criteria based on the sector rating and level of country risk; Individual Client, Professional Client, SME, Public Sector and Social V Housing loan books : an increase in credit risk is measured based on a combination of quantitative and qualitative criteria. The quantitative criterion is based on the measurement of the change in 12-month probability of default (measured as a cycle average) since initial recognition. The additional qualitative criteria make it possible to classify as Stage 2 all contracts, whether more than 30 days past due, or recorded as assets on a non-S3 Watch List, i.e. in a situation of redevelopment whilst undergoing financial hardship (forbearance). For the portfolios of Large Corporates, Banks and Sovereigns, which represent the largest portion of exposures, the quantitative criterion is based on the level of change in the rating since initial recognition. The deterioration thresholds for the Large Corporates and Banks portfolios are as follows: Rating at origin Significant deterioration 1 to 7 (AAA to A-) 3 notches 8 to 10 (BBB+ to BBB-) 2 notches 11 to 21 (BB+ to C) 1 notch For Sovereigns, the deterioration thresholds on the eight-point rating scale are as follows: Rating at origin Significant deterioration 1 6 notches 2 5 notches 3 4 notches 4 3 notches 5 2 notches 6 1 notch 7 S2 directly (unless new contract originated) 8 S2 directly (unless new contract originated) For the portfolios of individuals, professionals and small and medium-sized companies, the quantitative criterion is based on the measurement of the change in the probability of default at one year (cycle average) since the initial recognition. The significant increase in credit risk is calculated on the basis of the following condition: PD_(t_calcul)^(12 months)>Δ+μ×PD_(t_octroi)^(12 months) The multiplicative (μ) and additive (Δ) criteria for the various portfolios are detailed below (transition to S2 if PD _ (to date)> μ × PD _ (at grant)+Δ): Portfolio MU Delta SMEs 2 0.005 Professionals 1 0.06 Retail 1 0.03 For Specialized Financing: the criteria applied vary according to the characteristics of the exposures and the related rating mechanism. Exposures rated under the calculation engine dedicated to large exposures are treated in the same way as Large Corporates; other exposures are treated like Small and Medium Enterprises. For all of these loan books, the ratings on which the measurement of the increase in risk is based are any available ratings produced by internal systems, as well as external ratings, particularly when an internal rating is not available. In accordance with IFRS 9, the recognition of guarantees and sureties does not affect the assessment of the significant increase in credit risk: this is based on changes in the credit risk of the debtor, without taking into account guarantees. In addition, a sectoral adjustment of the probabilities of default is made. This approach makes it possible to account for sector-specific aspects when assessing credit risk while strengthening the discrimination related to counterparty rating. It should be noted that the granting or extension of a SGL or granting an individual moratorium in the context of the health crisis are not, in themselves, criteria for the deterioration of the risk resulting in a transition to Stage 2 or 3.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 279 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 For all of these loan books, the ratings on which the measurement of the increase in risk is based are any available ratings produced by internal systems, as well as external ratings, particularly when an internal rating is not available. If there is no rating on the date the loan is granted or on the reporting date, it is automatically categorized as Stage 2. The standard provides that the credit risk of a financial instrument has not increased materially since its initial recognition if this risk is considered to be low at the closing date. This provision is applied to certain investment grade debt securities managed under Natixis’ liquidity reserve, as defined by Basel 3 regulations. “Investment grade” status refers to securities with a rating of BBB- or higher and equivalent at Standard and Poor’s, Moody’s or Fitch. If the downgrading since the start is no longer recorded, the impairment is recognized in losses expected within 12 months. Financial assets where there is objective evidence of impairment loss due to an event which represents a known counterparty risk and which occurs after their initial recognition are considered as being classified as Stage 3. Asset identification criteria are similar to those under IAS 39 and are aligned with the concept of default in prudential terms. Accordingly, loans and receivables are categorized as Stage 3 if both of the following conditions are met: there are objective indications of impairment: these are “trigger V events” or “loss events” that characterize a counterparty risk and occur after the initial recognition of the loans concerned. On an individual basis, probable credit risk arises from default events defined in Article 178 of Regulation (EU) No. 575/2013 dated June 26, 2013 relating to prudential requirements applicable to credit institutions. Objective evidence of impairment includes any payments exceeding the relative and absolute thresholds by €500 or 1% of gross exposure, that are past due by at least 90 consecutive days, or regardless of whether any payment has been missed, the observation of financial hardship experienced by the counterparty leading to the expectation that some or all of the amounts owed may not be recovered or to the initiation of legal proceedings. Restructured loans are classified as defaulted when the loss is greater than 1% of the difference between the net present value before restructuring and the net present value after restructuring; these events are liable to lead to the recognition of incurred losses, V that is, expected losses for which the probability of occurrence has become certain. Debt instruments such as bonds or securitized transactions (ABS, CMBS, RMBS, cash CDOs) are considered impaired and are classified as Stage 3 when there is a known counterparty risk. The Group uses the same impairment indicators for debt securities classified at Stage 3 as those used for individually assessing the impairment risk on loans and receivables. For perpetual deeply subordinated notes that meet the definition of financial liabilities within the meaning of IAS 32, particular attention is also paid if, under certain conditions, the issuer may be unable to pay the coupon or extend the issue beyond the scheduled redemption date. Provision recording method Calculating expected losses on Stage 1 or Stage 2 assets Expected credit losses on Stage 1 or Stage 2 assets are calculated using the following formula: which is the sum, discounted for each projection year, of the product of the EAD, PD and LGD parameters: EAD(t) (Exposure At Default): the amount of loss that the institution V may be exposed to on the loan in question during year t, including accelerated amortization and credit conversion factors where necessary; PD(t) (Probability of Default): the probability that the counterparty V will default during year t; LGD (Loss Given Default): the amount of unrecovered contractual V cash flows after the recovery phase in the event that the counterparty defaults on the loan in question. Natixis draws on existing concepts and mechanisms to define these inputs, and in particular on internal models developed to calculate regulatory capital requirements (capital adequacy ratios) and on projection models similar to those used in the stress test mechanism. Certain adjustments are made to comply with the specifics of IFRS 9: IFRS 9 parameters therefore aim to provide an accurate estimate V of losses for accounting provision purposes, whereas prudential parameters are more cautious for regulatory framework purposes. Several safety buffers included in the prudential parameters are therefore restated, such as the PD and LGD downturn add-on, regulatory floors and internal costs; the IFRS 9 parameters used to calculate provisions on loans V classified as Stage 2 must enable lifetime expected credit losses to be calculated, whereas prudential parameters are defined for the purposes of defining 12-month default rates. 12-month parameters are thus projected over longer timescales; IFRS 9 parameters must be forward-looking and take into account V the expected economic environment over the projection period, whereas prudential parameters correspond to the cycle’s average estimates (for PD) or bottom-of-the-cycle estimates (for LGD and the flows expected over the lifetime of the instrument). The PD and LGD prudential parameters are therefore also adjusted based on the expected economic environment. As indicated above, a sector adjustment on the PD is calculated based on the assessment of the rating of the economic sectors over 6-12 month forecasts. The average sector-weighted forward-looking PD, produced from the transition matrices, is compared and adjusted to converge toward the equivalent PD in anticipation of the sector’s rating. Parameters are adjusted to economic conditions by defining three economic scenarios developed over a three-year period. For the purpose of consistency with financial management processes, the central scenario corresponds to the budget scenario of the strategic plan. Two variants – an optimistic view and a pessimistic view – are also developed around this scenario based on observations of macro-economic parameters.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 280 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The best case and worst case economic scenarios aim to represent the uncertainty surrounding the estimated economic variables in the central scenario. The variables defined in each of these scenarios mean that PD and LGD parameters can be altered and an expected credit loss can be calculated for each economic scenario. Parameters for periods longer than three years are projected on the principle of a gradual return to their long-term average. For consistency, the models used to alter the PD and LGD parameters are based on those developed in the stress test mechanism. These economic scenarios are associated with probabilities of occurrence, ultimately making it possible to calculate an average probable loss used as the IFRS 9 impairment amount. The method for determining probabilities of occurrence is based on an analysis of the market economic consensus and a measurement of the distance between the Group’s economic scenarios and this market consensus. This means that the closer an economic scenario is to the consensus, the higher its probability of occurrence. All three scenarios are defined using the same organization structure and governance as for the budget process, with an annual review based on proposals from the Economic Research Department. In 2022, the scenarios were updated several times. The scenarios used at December 31, 2022 were updated and validated by the Group’s bodies in October 2022; they accentuate the deterioration of parameters and are almost in line with the consensus forecast for November. During the 2022 fiscal year, a change was made to the methods used to determine and apply weightings. It consists of determining weightings taking into account the specific geographical features and positioning of a geographical area in the macro-economic environment in relation to the defined scenarios. Separate weightings were established for three geographical areas: France, Europe excluding France, and the United States. The weightings used for the calculations relating to exposures not belonging to the above geographical areas are those used for the United States area, as GDP in these areas are more closely correlated with the United States. It should be noted that these geographical areas represent outstandings for which the share of EAD is less than 10% of Natixis’ EAD, an additional criterion beyond which a specific weighting must be defined. The parameters thus defined are used to assess the credit losses of all rated exposures. However, certain entities whose own fund requirements are calculated using the standardized method and whose exposures are not integrated into a ratings system have implemented a methodology for calculating provisions on performing loans based on historical loss rates calibrated specifically by the entity. The mechanism for validating IFRS 9 parameters is fully integrated in the validation mechanism for existing models within Natixis and Groupe BPCE. As such, model validation undergoes a review process by an independent internal model validation unit. Calculating expected credit losses on Stage 3 assets determined globally, without distinguishing between interest and principal. Expected credit losses arising from Stage 3 financing or guarantee commitments are taken into account through provisions recognized on the liability side of the balance sheet. Specific impairment is calculated for each receivable on the basis of the maturity schedules determined based on historical recoveries for each category of receivable. Impairments for expected credit losses on Stage 3 financial assets are determined as the difference between the amortized cost and the recoverable value of the receivable, i.e. the present value of estimated recoverable future cash flows, whether these cash flows come from the counterparty’s activity or from the potential execution of guarantees. For short-term assets (maturity of less than one year), there is no discounting of future cash flows. Impairment is For the purposes of measuring expected credit losses, pledged assets and other credit enhancements that form an integral part of the contractual conditions of the instrument and that the entity does not recognize separately are taken into account in the estimate of expected cash flow shortfalls.Derivative financial 5.4 instruments and hedge accounting Derivative financial instruments are recognized at fair value on the balance sheet, regardless of whether they are held for trading or hedging purposes. Derivative financial instruments held 5.4.1 for trading purposes Derivatives held for trading purposes are recorded in the balance sheet under “Financial assets at fair value through profit or loss” when their market value is positive, “Financial liabilities at fair value through profit or loss” when it is negative. After initial recognition, changes in fair value are recorded in the income statement under “Net gains or losses on financial instruments at fair value through profit or loss”. The interest accrued on such instruments is also included on this line. Special case of embedded derivatives for financial liabilities An embedded derivative is a component of a host contract which causes some or all of the cash flows of that contract to change in response to changes in an underlying (interest rate, share price, exchange rate or other index). When the hybrid instrument (host contract and derivative) is not measured at fair value through profit or loss, the embedded derivative is separated from the host contract if it meets the criteria for definition as a derivative and its economic characteristics and associated risks are not closely related to those of the host contract. Derivatives separated from host contracts in this way are included in assets and liabilities at fair value through profit or loss.Hedging instruments 5.4.2 In line with the option offered by IFRS 9, Natixis has chosen to continue applying IAS 39 to account for its hedging transactions. IAS 39 recognizes three types of hedging relationship: cash flow hedges, fair value hedges and hedges of net investments in foreign operations. Derivatives may only be designated as hedges if they meet the criteria set out in IAS 39 at inception and throughout the term of the hedge. These criteria include formal documentation that the hedging relationship between the derivatives and the hedged items is both prospectively and retrospectively effective. Hedging relationships are presumed to be effective when, retrospectively, changes in the value of the hedging instrument offset changes in the value of the hedged item within a range of 80-125%.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 281 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Cash flow hedging Cash flow hedging is used to hedge future cash flows from an existing or highly probable future transaction. Hedging of variable-rate borrowings and issues Natixis uses interest rate swaps borrowing at fixed rates to fix future costs of interbank borrowings and public/private issues. Hedging of variable-rate loans Natixis uses plain vanilla interest rate swaps lending at fixed rates to fix future variable-rate borrowing costs. Overall hedging of interest rate risk Cash flow hedges are mainly used to hedge Natixis’ overall interest rate risk. The documentation for these structural hedges is based on future variable cash management schedules for all variable-rate transactions. Prospective hedge effectiveness tests involve establishing (by index and currency): cumulative variable-rate borrowings and fixed-rate borrower swaps by maturity bracket, cumulative variable-rate loans and fixed-rate lender swaps, by maturity bracket. Hedging is demonstrated if, for each maturity, the nominal amount of the items to be hedged is greater than the notional amount of the hedging derivatives. Retrospective hedge effectiveness tests are used to verify whether the hedge was effective at different reporting dates. At each such date, changes in the fair value of hedging instruments (excluding accrued interest) are compared with changes in the fair value of the hypothetical derivative instruments hedged (synthetic instruments representative of hedged assets or liabilities and management intentions). Changes in the fair value of hedging instruments must offset changes in the fair value of hedged items within a range of 80-125%. Outside these limits, the hedge would no longer qualify. Accounting for cash flow hedges The effective portion of the gain or loss on the hedge is recognized directly in shareholders’ equity, while the ineffective portion is taken to income statement at each reporting date under “Net gains or losses on financial instruments at fair value through profit or loss”. No specific entries are made for hedged items (other than those that would be made if they were not hedged). When a hedging relationship is interrupted, in particular when the efficiency ratio is outside the limits [80%; 125%], the accounting treatment then consists of reclassifying the derivative under “Financial instruments at fair value through profit or loss” and reversing through profit or loss, as and when the hedged transaction has its effects in profit or loss, the amount of the efficiency accumulated in respect of previous hedging periods in shareholders’ equity that can be recycled under “Gains and losses recorded directly in equity”. Fair value hedging Fair value hedging is intended to hedge the exposure to changes in fair value of a recognized asset or liability or an unrecognized firm commitment. Overall hedging of interest rate risk The subsidiary Natixis Financial Products LLC documents overall hedging of its interest rate risk in accordance with fair value hedging rules. To account for these transactions, the subsidiary applies the carve-out provisions of IAS 39 as adopted by the European Union. The accounting treatment of derivative financial instruments designated for accounting purposes as structural fair value hedges is similar to that applied to fair value hedging derivatives. Changes in the fair value of portfolios of hedged instruments are reported on a specific line of the balance sheet (“Revaluation adjustments on portfolios hedged against interest rate risk”), with a corresponding entry in the income statement. Hedging of fixed-rate loans and borrowings Natixis uses plain vanilla interest rate swaps lending at fixed rates to protect itself against the impact of unfavorable changes in interest rates on its fixed-rate borrowings and issues. Plain vanilla swaps borrowing at fixed rates are used to protect it from the impact of unfavorable changes in interest rates on its fixed-rate loans and securities. Documentation of fair value hedges Prospective hedge effectiveness tests involve verifying that the financial characteristics of the hedged item and the hedging instrument are virtually identical: value date, maturity date, notional amount, fixed rate, and payment frequency. Retrospective hedge effectiveness tests are used to verify whether the hedge was effective at different reporting dates. At each such date, changes in the fair value of hedging instruments (excluding accrued interest) are compared with changes in the fair value of the hypothetical assets and liabilities hedged (synthetic instruments representative of hedged assets or liabilities). Changes in the fair value of hedging instruments must offset changes in the fair value of hedged items within a range of 80-125%. Outside these limits, the hedge no longer qualifies for hedge accounting under IFRS. Accounting for fair value hedges Changes in the fair value of the derivatives are recognized as income for both the effective and ineffective portions. Symmetrically, changes in the fair value of the hedged items are recognized as income. Accordingly, only the ineffective portion of the hedge affects the income statement. Changes in the fair value of hedging derivatives excluding accrued interest are recorded in income under “Net gains or losses on financial instruments at fair value through profit or loss”. Accrued interest relating to these instruments is recorded under “Interest and similar income” or “Interest and similar expenses”. When a hedging relationship is discontinued, the hedging instrument is reclassified in “Financial instruments at fair value through profit or loss”, while the unrealized gain or loss on the hedged item is fixed at its amount on the date the hedge is discontinued and recorded in income through to maturity. Hedging of a net investment in a foreign operation Net investment hedges are used to hedge the exchange risk arising on net foreign currency investments (consolidated subsidiary or investment). They are accounted for in the same way as cash flow hedges. The effective portion of changes in the fair value of hedging instruments (monetary derivative or liability denominated in foreign currency) is recognized in shareholders’ equity. These changes in fair value are offset against the translation adjustments recognized when the entity was consolidated (see Note 2.9). The ineffective portion of changes in fair value is recognized in the income
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 282 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 statement. Unrealized gains and losses recorded directly in equity are transferred to income when all or part of the net investment is sold. Internal contracts 5.4.3 Many internal contracts involving derivatives used in hedge accounting exist between Natixis and its subsidiaries. To ensure that the transactions meet the hedge accounting criteria for consolidation purposes, Natixis regularly verifies that they have been correctly hedged on the market. Credit derivatives 5.4.4 Credit derivatives used by Natixis are not considered as financial guarantees but as derivatives falling within the scope of IAS 39. They are classified as assets or liabilities at fair value through profit or loss.Transactions in foreign 5.5 currencies The method used to account for assets and liabilities relating to foreign currency transactions entered into by Natixis depends upon whether the asset or liability in question is classified as a monetary or a non-monetary item. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the spot rate prevailing at the reporting date. Exchange differences resulting from this conversion are recognized in profit or loss. There are two exceptions to this rule: only the portion of the foreign exchange gains and losses V calculated based on the amortized cost of financial assets at fair value through other comprehensive income is recognized in income, the remainder being recognized in “Gains and losses recorded directly in equity”; foreign exchange gains and losses from monetary items V designated as cash flow hedges or part of a net investment in a foreign entity are recognized in “Gains and losses recorded directly in equity”. Non-monetary items denominated in foreign currencies and measured at historical cost are translated at the exchange rate on the transaction date (or the date of reclassification in shareholders’ equity for undated deeply subordinated notes issued: see Note 11.3.1). Non-monetary items denominated in foreign currencies and measured at fair value are translated at the prevailing exchange rate at the end of the closing date. Gains or losses on a non-monetary item (e.g. equity instruments) denominated in a foreign currency are recognized as income if the asset is classified as “Financial assets at fair value through profit or loss” and in equity if the asset is classified as “Financial assets at fair value through other comprehensive income”, unless the financial asset is designated as a hedged item in a fair value hedge, in which case foreign exchange gains and losses are recorded in income.Fair value of financial 5.6 instruments General principles The fair value of an instrument (asset or liability) is the price that would be received to sell an asset or paid to transfer a liability in a standard arm’s length transaction between market participants at the measurement date. Fair value is therefore based on the exit price. The fair value of an instrument on initial recognition is normally the transaction price, i.e. the price paid to acquire the asset or received to assume the liability. In subsequent measurements, the estimated fair value of assets and liabilities must be based primarily on observable market data, while ensuring that all inputs used in the fair value calculation are consistent with the price that market participants would use in a transaction. In this case, fair value consists of a mid-market price and additional valuation adjustments determined according to the instruments in question and the associated risks. The mid-market price is obtained based on: the quoted price if the instrument is quoted on an active market. A V financial instrument is regarded as quoted on an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring transactions on an arm’s length basis on the main market or, failing that, the most advantageous market; if the market for a financial instrument is not active, fair value is V established using valuation techniques. The techniques used must maximize the use of relevant observable entry data and minimize the use of non-observable entry data. They may refer to observable data from recent transactions, the fair value of similar instruments, discounted cash flow analysis and option pricing models, proprietary models in the case of hybrid instruments or non-observable data when no pricing or market data are available. Additional valuation adjustments incorporate factors related to valuation uncertainties, such as market and credit risk premiums in order to account for the costs resulting from an exit transaction on the main market. The main additional Funding Value Adjustments are as follows: Bid/ask adjustment – Liquidity risk This adjustment is the difference between the bid price and the ask price corresponding with the selling costs. It reflects the remuneration requested by a market player in respect of the risk of acquiring a position or of selling at a price proposed by another market player. Model uncertainty adjustment This adjustment takes into account the imperfections of the valuation techniques used – in particular, the risk factors that are not considered, even when observable market inputs are available. This is the case where risks inherent to various instruments differ from those considered by the observable inputs used in valuation. Input uncertainty adjustment Observing certain prices or inputs used in valuation techniques may be difficult or the price or input may be too regularly unavailable to determine the selling price. Under these circumstances, an adjustment may be necessary to reflect the probability of different values being used for the same inputs when evaluating the fair value of the financial instrument adopted by the market participants.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 283 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Credit Valuation Adjustment (CVA) This adjustment applies to valuations that do not account for the counterparty’s credit quality. It corresponds to the expected loss related to the risk of default by a counterparty and aims to account for the fact that Natixis cannot recover all of the transactions’ market value. The method for determining the CVA is primarily based on the use of market inputs in connection with professional market practices for all counterparty segments included in this calculation. In the absence of liquid market inputs, proxies by type of counterparty, rating and geographic area are used. Funding Valuation Adjustment (FVA) The purpose of an FVA is to take into account the liquidity cost associated with non-collateralized or imperfectly collateralized OTC derivatives. It is generated by the need to refinance or finance margin calls to be paid or received in the future, associated with hedging derivatives which are collateralized. Measuring a future financing/refinancing requirement (i.e. until the maturity of the exposures), it is based on expected future exposures concerning non-collateralized derivatives and a liquidity spread curve. Debit Valuation Adjustment (DVA) The DVA is symmetrical to the CVA and represents the expected loss, from the counterparty’s perspective, on liability valuations of derivative financial instruments. It reflects the impact of Natixis’ credit quality on the valuation of these instruments. The adjustment is made by observing “zero-coupon” spreads on a sample of comparable entities, taking into account the liquidity of BPCE’s “zero coupon” spread over the period. The financing valuation adjustment (FVA) is taken into account in the DVA calculation. Identifying an active market The following criteria are used to determine whether a market is active: the level of activity and trend of the market (including the level of V activity on the primary market); the length of historical data of prices observed in similar market V transactions; scarcity of prices recovered by a service provider; V large bid-ask price spread; V steep price volatility over time or between different market V participants. The valuation control procedures are presented in Section 3.2.6 “Market risks” of Chapter [3] “Risk factors, risk management and Pillar III”. Financial assets and liabilities measured and presented at fair value are categorized based on the following scale: level 1: market value is determined directly using prices quoted on V active markets for identical assets and liabilities; level 2: market value is determined using valuation techniques V based on significant data that may be directly or indirectly observed on the markets; level 3: market value is determined using unrecognized models V and/or models based on non-observable market data, where they are liable to materially impact the valuation. Financial assets and liabilities categorized according to the fair value hierarchy and a description of the key models are presented in Note 7.5.Property, plant and equipment 5.7 and intangible assets (excluding goodwill) Fixed assets recognized on the balance sheet include property, plant and equipment, intangible assets, and investment property. The rights of use in respect of leased assets (of which the main items are described in Note 5.2) are presented under fixed asset lines corresponding to similar assets owned of which Natixis has full ownership. Measurement on initial recognition When IFRS standards were first applied, property, plant and equipment were maintained at their historical cost pursuant to IFRS 1. Property, plant and equipment are recorded at their purchase price, including directly attributable costs (transfer duties, fees, commissions and registration expenses) as well as borrowing costs when these meet the criteria for capitalization set out in IAS 23 “Borrowing costs”. Computer software developed in-house is recognized under “Intangible assets” at its direct cost of development, which includes the related hardware costs, service costs, payroll costs directly attributable to the production and preparation of the software for use, and borrowing costs when these meet the criteria for capitalization set out in IAS 23 “Borrowing Costs”. Expenses incurred during the development phase are capitalized if they meet the criteria for recognition as intangible assets set out in IAS 38: these include technical feasibility, the intention to complete the asset and use or sell it, the probability that the asset will generate future economic benefits, the availability of resources, and the ability to reliably measure the expenditure attributable to the asset’s development. Costs incurred during the research phase are not capitalized but are recognized in expenses. Subsequent measurement After acquisition, fixed assets are carried at cost less any cumulative impairment, amortization and impairment losses. Depreciation and amortization As soon as they are in a condition to be used by Natixis in the manner in which they were intended, property, plant and equipment and intangible assets are depreciated or amortized over their estimated useful lives on a straight-line, declining or increasing balance basis, whichever best reflects the pattern in which the economic benefits are consumed. The residual value of the asset is deducted from its depreciable or amortizable amount when it can be measured reliably. Natixis does not believe it can reliably measure the residual value of items other than land and non-destructible buildings classified as historical monuments. They are therefore assigned a residual value of zero.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 284 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In line with IAS 16, a specific depreciation schedule is defined for each significant component of an item of property, plant and equipment which has a different useful life or is expected to consume future economic benefits differently from the item as a whole. For buildings used in the business the following components and depreciation periods have been identified: Component Depreciation period Land NA Non-destructible buildings classified as historical monuments NA Walls, roofs and waterproofing 20-40 years Foundations and framework 30-60 years External rendering 10-20 years Equipment and installations 10-20 years Internal fixtures and fittings 8-15 years Other items of property, plant and equipment are depreciated over their estimated useful lives, generally five to ten years. When the fixed assets relate to a leased building, their depreciation period is made consistent with that of the leases. Purchased software is amortized on a straight-line basis over its estimated useful life, which in most cases is less than five years. Internally generated software is amortized over its estimated useful life, which cannot exceed 15 years. Other intangible assets mainly comprise client portfolio values amortized over the life of the contracts (terms generally ranging from five to ten years). Other intangible assets consist mainly of client portfolio values amortized over the life of the contracts (terms generally ranging from five to ten years). Depreciation periods must be reviewed annually and, where applicable, the impact of any change in estimate is recognized prospectively, in the income statement, from the date of the change. Depreciation and amortization of fixed assets are presented under the item “Depreciation, amortization and impairment of property, plant and equipment and intangible assets” in the consolidated income statement. Impairment Assets are tested for impairment whenever there is objective evidence that they may be impaired and at least annually in the case of intangible assets with an indefinite useful life. Natixis considers whether there is any evidence of impairment at each reporting date. If any such evidence exists, the recoverable value of the individual asset is estimated wherever possible; otherwise the recoverable value of the CGU to which the asset belongs is estimated. The recoverable value is the higher of fair value less selling costs and value in use, which is the present value of future cash flows. If the recoverable value of the asset or CGU is lower than its carrying amount, an impairment loss is recognized in income under “Depreciation, amortization and impairment of property, plant and equipment and intangible assets”. Impairments may be reversed if there has been a change in the conditions that initially resulted in the impairment (for example there is no longer any objective evidence of impairment). Gains or losses on disposals Gains or losses on disposals of assets used in the business are recognized in the income statement under “Gains or losses on other assets”, while gains and losses on disposals of investment property are recorded within “Income from other activities” or “Expenses from other activities”. Scrapping or discontinuation of fixed assets under construction The expense incurred from the scrapping of a fixed asset is booked to “Depreciation, amortization and impairment of property, plant and equipment and intangible assets” in the consolidated income statement. The discontinuation of IT projects under development results in their derecognition. A corresponding expense is posted to “Gains or losses on property, plant and equipment and intangible assets” on the consolidated income statement.Assets held for sale 5.8 and discontinued operations A non-current asset (or group of assets) is meant to be disposed of when its carrying amount is recovered by means of a sale. This asset (or group of assets) must be immediately available for the sale, and it must be highly likely that the sale will happen within 12 months. A sale is highly likely if: a plan to sell the asset (or group of assets) involving active V marketing is made by management; a non-binding offer has been submitted by at least one potential V buyer; it is unlikely that significant changes will be made to the plan or V that it will be withdrawn. The relevant assets are classified in the “Non-current assets held for sale” line item and cease to be amortized as soon as they are reclassified. An impairment loss is recognized if their carrying amount is higher than their fair value less selling costs. Associated liabilities are also identified on a separate line of the balance sheet. A group held for sale may be a group of CGUs, a CGU or part of a CGU. The group may include the entity’s assets and liabilities, including current assets, current liabilities and assets that are outside the scope of the measurement provisions under IFRS 5. If a non-current asset within the scope of the measurement provisions under IFRS 5 is part of a group held for sale, the measurement provisions under IFRS 5 apply to the group as a whole, which means that the group is measured at the lower of its carrying amount or its fair value net of selling costs. When the fair value of the group of assets and liabilities is lower than their overall net carrying amount, Natixis limits the amount of impairment to non-current assets (goodwill, intangible assets and property, plant and equipment) measured in accordance with IFRS 5. If the sale has not taken place within 12 months of classification in “Non-current assets held for sale”, the asset or group of assets ceases to be classified in this category, barring special circumstances independent of Natixis’ control. The subsidiaries for which Natixis has committed to a plan to sell assets are listed in Note 2.6 “Subsidiaries held for sale”.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 285 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 A discontinued operation is a clearly identifiable component of an entity that either has been disposed of, or is classified as held for sale, and: represents a separate major line of business or geographic area of V operations; without constituting a separate major line of business or V geographic area of operations, the component is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations; or is a subsidiary acquired exclusively with a view to resale. V Assets and liabilities relating to discontinued operations are accounted for in the balance sheet in the same way as groups of assets held for sale. Gains or losses from these operations are presented on a separate line of the income statement and include the net income/(loss) after tax resulting from operations discontinued before disposal and from the sale or valuation of assets or groups of assets held for sale at fair value less selling costs.Financial liabilities at fair value 5.9 through profit or loss These are financial liabilities held for trading (including derivatives) or classified in this category on a voluntary basis at initial recognition using the fair value option available under IFRS 9. Cash guarantee deposits and margin calls with collateral status set up in connection with repurchase agreements and derivative transactions recognized in instruments at fair value through profit or loss are also included in financial liabilities held for trading, as they are closely linked to the activities or instruments that they cover and are an integral part of the business model of the activity to which they relate. Securities valued under this irrevocable option fall into one of the following three categories: instruments that are part of a group of financial assets measured V and managed at fair value: the option applies to liabilities managed and measured at fair value, provided the management follows a fair value risk management policy; instruments showing an accounting mismatch with a related V financial asset/liability: applying the option enables the elimination of accounting mismatches stemming from the application of different valuation rules to instruments managed under a single strategy; hybrid instruments with one or more significant, separable V embedded derivatives: an embedded derivative is the component of a financial or non-financial hybrid instrument that qualifies as a derivative. The option allows the entire instrument to be measured at fair value, and therefore avoids the need to extract, recognize or separately measure the embedded derivative. Financial liabilities in this category are carried at fair value at the reporting date and shown in the balance sheet as “Financial liabilities at fair value through profit or loss”. Changes in fair value are recognized in income for the period under “Net gains or losses on financial instruments at fair value through profit or loss”, except for changes in fair value attributable to own credit risk on financial liabilities at fair value through profit or loss, as such recognition does not create or increase an accounting mismatch. Changes in value attributable to own credit risk are recorded in “Revaluation of own credit risk of financial liabilities designated at fair value through profit or loss” under “Gains and losses recognized directly in other comprehensive income”. In the event of early redemption of financial liabilities designated at fair value through profit or loss, realized fair value gains or losses attributable to own credit risk are directly transferred from “Revaluation of own credit risk of financial liabilities designated at fair value through profit or loss” to “Consolidated reserves” under equity.Liabilities 5.10 Debt originated by Natixis that is not classified within financial liabilities at fair value through profit or loss is measured using the amortized cost method and recognized in the balance sheet under “Deposits from banks”, “Customer deposits”, “Debt securities in issue” or “Subordinated debt”. Long-term refinancing transactions (TLTRO 3) with the ECB through BPCE are recognized at amortized cost in accordance with the rules of IFRS 9. Interest is recognized in profit or loss using the effective interest rate method estimated on the basis of assumptions about the achievement of the loan production targets set by the ECB. As this is an adjustable rate of return, the effective interest rate applied varies from one period to another. Groupe BPCE achieved the loan production targets set by the ECB. As a result, the -0.50% bonus was recognized in income over the 12-month period in question. On October 28, 2022, the ECB announced a change in the remuneration of the TLTRO 3: between June 23, 2022 and November 22, 2022, the applicable V rate was the ECB’s average deposit facility rate from the TLTRO 3 start date until November 22, 2022; from November 23, 2022, the applicable rate is the average ECB V deposit facility rate applicable until the maturity date or the early redemption date of each TLTRO 3 transaction in progress. In the consolidated financial statements at December 31, 2022, the effective interest rate is the last known deposit facility rate (2% since December 21, 2022). The effect of this change was recognized as an adjustment to income for the period from June 23, 2022 to November 22, 2022 and prospectively for the new period from November 23, 2022. On initial recognition, debt securities are measured at their issue price including transaction costs. They are subsequently measured at amortized cost, with issue expenses recognized over the term of the instruments used.Derecognition 5.11 Natixis derecognizes all or part of a financial asset if the contractual rights over the cash flows from the financial asset expire. Natixis also derecognizes all or part of a financial asset if these contractual rights or substantially all of the risks and rewards of ownership are transferred. If Natixis has neither transferred the contractual rights nor substantially retained all of the risks and rewards, Natixis then determines whether it has transferred control of the asset. If control is lost, the asset is derecognized. While Natixis retains control, the asset remains on the balance sheet up to the level of “continuing involvement”. Under the principle of “continuing involvement”, a link is maintained with the financial asset transferred, in particular if the contractual conditions of the transfer provide for: an option or obligation to repurchase the assets transferred; V collection of financial compensation linked to the performance of V the asset transferred. A financial liability is derecognized when it is settled, canceled or expires.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 286 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Repurchase agreements 5.11.1 a) Assignor Securities sold are not derecognized. Natixis recognizes a liability representing the commitment to return funds received (“Securities sold under repurchase agreements”). b) Assignee Securities bought are not recognized but a receivable due from the assignee is recorded representing the funds lent. The amount disbursed in respect of the asset is recognized under “Securities acquired under repurchase agreements”. At subsequent reporting dates, the securities continue to be valued by the assignor in accordance with the rules applicable to the category in which they were initially classified. In the assignee’s accounts, the amount receivable from the assignor continues to appear in the balance sheet. Securities lending and borrowing 5.11.2 Securities lending/borrowing transactions do not involve the transfer of a financial asset within the meaning of IFRS. Consequently, these transactions do not lead to the derecognition of the securities loaned. Securities loaned are not identified in IFRS: they remain recorded in their original IFRS category and are measured accordingly. Borrowed securities are not recognized by the borrower.Offsetting off financial assets 5.12 and liabilities In accordance with IAS 32, Natixis offsets financial assets and liabilities, and a net balance is presented on the balance sheet, on the twofold condition that it has the legally enforceable right to offset the recorded amounts, and the intention either to settle the net amount or to simultaneously realize the asset and settle the liability. Transactions on derivatives and repurchase agreements carried out with clearing houses, whose operating principles meet the two criteria mentioned above, are offset in the balance sheet (see Note 7.3).Provisions 5.13 A provision is a liability of uncertain timing or amount. A liability is a present obligation arising from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits that can be reliably measured. The amount recognized as a provision should be the best estimate of the expenditure required to settle the present obligation at the closing date. This amount is discounted when the effect of discounting is material. Provisions are reviewed at each closing date and adjusted if necessary. Provisions recognized on the balance sheet, other than provisions to cover employee benefits, mainly concern provisions for restructuring and provisions for risks and litigation. a) Restructuring provision A provision for restructuring costs is recognized when the following standard criteria for recognizing provisions and the two following conditions are met: there is a detailed formal plan for the restructuring on the closing V date, identifying at least: the activities concerned, V the principal locations affected, V the location, function, and approximate number of employees V who will be compensated upon termination of their services, the expenses that will be incurred, and V the date the plan will be implemented; V Natixis has raised a valid expectation in those affected that it will V carry out the restructuring by starting to implement that plan or announcing its main features on the closing date. Provisions for restructuring costs include only expenditures directly related to the restructuring. b) Provisions for risks, procedures and litigation A description of the main risks and procedures to which Natixis is exposed is given in Section 3.2.10 of Chapter [3] “Risk factors, risk management and Pillar III”. Changes in provisions are recognized in the income statement on the line items corresponding to the type of future expenditure. Provisions recognized as liabilities in Natixis’ financial statements at December 31, 2022 and at December 31, 2021 are presented in Note 7.17 “Summary of provisions” and any allowances are specified in Note 6.6 “Other income and expenses”, in Note 6.7 “Operating expenses and depreciation, amortization, and impairments” and in Note 6.8 “Cost of risk”.Employee benefits 5.14 In accordance with IAS 19, employee benefits are classified in one of four categories: short-term benefits”, including salaries, social security V contributions, annual leave, employee profit-sharing, incentive plans, top-up contributions and bonuses payable for the period; severance payments”, comprising employee benefits granted in V return for termination of a staff member’s employment before the normal retirement age, resulting from a decision by the entity, or a decision by the employee to accept a severance package in exchange for terminating their employment; post-employment benefits”, such as pensions, other V supplementary retirement benefits applicable to the banking industry, end-of-career awards and other contractual benefits payable to retirees; other long-term benefits”, including long-service awards, amounts V due under the Time Savings Account and deferred compensation paid in cash and cash indexed to a valuation formula that does not represent fair value (see Note 5.16). Short-term employee benefits are recognized as an expense in the period in which the employee provides the service in exchange for said benefits. A provision is accrued for termination benefits when the employer is demonstrably committed to providing such benefits, or when the employer recognizes the costs of restructuring providing for the payment of such benefits. In accordance with the principles of recognition set out in IAS 19, Natixis has identified the following types of post-employment benefit: defined contribution plans, under which an entity has no obligation V to pay a specified benefit amount;
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 287 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 defined benefit plans, under which Natixis has a legal or V constructive obligation to pay a specified benefit amount. Contributions paid under defined contribution plans are expensed in the period in which the employee rendered the service in exchange for said contributions. A provision is set aside for defined-benefit plans based on an actuarial assessment of the commitment using the projected unit credit method. This method draws on demographic and financial assumptions. The value of plan assets is deducted from the actuarial debt. These valuations are carried out regularly by independent actuaries. Insurance contracts taken up with a related party to Natixis and intended to finance all or part of Natixis’ defined-benefit plan commitments are recorded in the asset side of the balance sheet as “Accruals and other assets”. Revaluation adjustments for actuarial debt related to changes in actuarial assumptions and experience adjustments (impact of differences between actuarial assumptions and actual experience) are booked under items not recyclable to income among “Gains and losses recorded directly in equity”. The annual payroll costs recognized in respect of defined-benefit plans consist of: the costs of services rendered, representing rights vested by V beneficiaries over the period; past service costs, arising from possible plan changes or V curtailments as well as the effects of possible plan settlements; the net interest cost reflecting the impact of unwinding the V discount on the net obligation. Other long-term benefits are valued using the same actuarial method as that applied to post-employment benefits under defined benefit plans, except that liability revaluation items are recognized directly as an expense. The estimated amount of the expense related to cash-settled variable compensation, subject to the employee’s continued service in accordance with the deferred variable compensation plans, is recognized over the vesting period.Distinction between debt 5.15 and shareholders’ equity In accordance with IAS 32, issued financial instruments are classified as debt or shareholders’ equity depending on whether or not they incorporate a contractual obligation to deliver cash to the holder: deeply subordinated notes and preference shares are classified in V shareholders’ equity in light of the 2009 renegotiation of a clause making the payment of interest non-optional in the event of positive consolidated income and which has since become discretionary. The change in outstandings during the year is presented in Note 7.16 “Changes in subordinated debt during the fiscal year” and in Note 11.2 “Capital management and capital adequacy”; however, if an instrument is classified as shareholders’ equity: V payments on that instrument are treated in the same way as V dividends. However, the tax consequences of these distributions are recognized, depending on the origin of the amounts distributed, in the consolidated reserves, as gains or losses recorded directly in equity or in income, in accordance with the amendment to IAS 12 of December 2017 entering into force on January 1, 2019. Accordingly, when the distribution corresponds to the IFRS 9 definition of dividends, the tax consequences are recorded in income. This provision is to be applied to any interest income from deeply subordinated notes treated as dividends for accounting purposes, it is fixed at its historical value resulting from converting it to V euros on the date it was initially classified in shareholders’ equity; the share of third party investors in the net assets of dedicated V mutual funds included in Natixis’ consolidation scope comprises a financial liability recorded on the balance sheet under “Financial liabilities at fair value through profit or loss”. The share of third party investors in the profits of the mutual funds is recorded in “Net gains or losses on financial instruments at fair value through profit or loss” in the consolidated income statement; the units held by third party investors in dated funds, which are V fully consolidated by Natixis, entitling the unit-holders to the repayment of a share of the fund’s net assets upon its liquidation, are classified in liabilities on the consolidated balance sheet under “Accrual accounts and other liabilities”. The share of third party investors in the fund’s profits is recorded under “Interest and similar expenses” on the consolidated income statement.Share-based payments 5.16 Deferred variable compensation plans The variable compensation policy complies with the regulatory framework, including the European CRD V Regulations applicable to 2022 (thus including the Natixis 2023 deferred variable compensation plan which will be awarded in February 2023 in respect of services rendered in 2022) and to 2021. The European CRD IV Regulation is applicable to the previous plans. The variable compensation policy also meets transparency requirements with regard to the ACPR, the ECB and the AMF. The plans awarded in this context and whose payment is based on shares, are settled in shares or in cash indexed to the share price or on the basis of a valuation formula. Share-based deferred variable compensation plans Under IFRS 2 “Share-based payment”, employee free share awards give rise to an expense representing the fair value of the goods or services received at the grant date. This payroll expense is recognized against shareholders’ equity. The fair value of the services received is calculated by reference to the fair value of the shares at the grant date, less the present value of dividends forfeited by employees during the vesting period, taking the continued service requirements into account. The expense is recognized on a straight-line basis over the vesting period. The expense is adjusted over the vesting period to reflect any losses of rights.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 288 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Cash-settled employee deferred variable compensation plans indexed to the value of the Natixis share The accounting treatment applicable to cash-settled share-based payments is governed by IFRS 2 “Share-based payment”. Under IFRS 2, the services acquired and the liability incurred are measured at fair value. Until the liability is settled, debt is remeasured at each closing date and at the date of settlement, with any changes in fair value recognized in income for the period. The remeasurement of the liability at the reporting date takes into account any changes in the value of the underlying shares, as well as whether or not the continued service requirement and performance condition have been met. Where the payment of compensation is subject to a continuing service requirement, the corresponding expense is recorded over the vesting period on a straight-line basis. When no service requirement exists, the expense is recognized immediately as a debt. The latter is then remeasured at each closing date taking into account the performance condition and any changes in the value of underlying shares. Changes to the terms and conditions of a cash-settled employee deferred variable compensation plan indexed to the value of the Natixis share, or that of its subsidiaries’ shares, with the result that the plan is reclassified as an employee deferred variable compensation plan settled in shares, would trigger derecognition of the debt recorded for the initial plan indexed to the value of the Natixis share, or that of its subsidiaries’ shares, and the recognition of a debt equivalent to the services provided for the new employee deferred variable compensation plan settled in shares as at the date of modification. The difference between the recognition in shareholders’ equity and derecognition of the debt is recorded directly in income. Deferred variable compensation plan settled in cash indexed to a valuation formula not representative of the fair value of the Natixis share Following the delisting of the Natixis share on July 21, 2021, the deferred variable compensation plan settled in indexed cash (for their components not yet vested) were modified: their payment is now based on a formula based on the price of the simplified tender offer for Natixis shares (i.e. €4) and the change in Groupe BPCE’s income (Group share). These plans fall within the scope of IAS 19 and are equivalent to “Other long-term benefits”. The principles applicable in IAS 19 to this type of plan are similar to those provided for in IFRS 2 described above for cash-settled plans indexed to share value. Detailed information about these plans and their quantified impacts over the period are provided in Note 10.2.3.Treasury shares and treasury 5.17 share derivatives All treasury shares held by Natixis are deducted from equity regardless of the purpose for which they are acquired or held. Any gains or losses recognized in the parent company financial statements in respect of the sale, measurement or impairment of treasury shares held for trading or available-for-sale are eliminated in the consolidated financial statements through shareholders’ equity.Fees and commissions received 5.18 Under IFRS 15 “Revenue from contracts with customers”, the entity must recognize income arising from ordinary activities in an amount that reflects the consideration that the entity expects to receive in exchange for the transfer of goods and services promised to clients. Revenue is recognized in five stages: identification of contracts with clients; V identification of specific performance obligations (or items) to be V recognized separately from one another; determination of overall transaction price; V allocation of transaction price to the various specific performance V obligations; recognition of income when performance obligations are met. V This approach applies to all contracts with clients except for leases (covered by IFRS 16), leases (covered by IFRS 16) and financial instruments (covered by IFRS 9). If specific stipulations relating to revenue or contract costs are specified under a different standard, these will be applied first. The main Natixis activities to which this approach applies are: fee and commission income, from banking services if this income V is not included in the effective interest rate, or from Asset Management or financial engineering services; income from other activities, in particular for services included in V leases. Commission income is recognized in income, according to the type of services rendered and the method of accounting for the financial instruments to which the service rendered is attached. If uncertainty remains regarding the measurement of a fee amount (performance fee for Asset Management, variable financial engineering fee, etc.), only the amount for which the Group’s entitlement is already assured given the information available on the reporting date is recognized. Fees for services are analyzed to separately identify their various components (or performance obligations) and assign to each component the share of income due to it. Each component is then recognized in income, according to the type of services rendered and the method of accounting for the financial instruments to which the service rendered is attached: fees and commissions for ongoing services, such as guarantee V fees or management fees, are deferred over the period during which the service is provided; fees and commissions for one-off services, such as business V provider fees, are recognized in income as soon as the service is provided. Fees for structuring and arrangement relating to the arranging of certain customer loans, notably as part of syndication transactions, are recognized in income at the legal date on which the transaction is completed or at the end of the syndication period (in the case of syndicated loans).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 289 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Fees and commissions that form an integral part of the effective yield on an instrument, such as fees for loan set-up, are recognized and amortized as an adjustment to the effective interest rate over the estimated term of the applicable loan. These fees and commissions are recognized as interest income rather than “Net fee and commission income”. Any mismatch between the date of payment and the date of implementation of the service will generate an asset or liability depending on the type of contract and the nature of the mismatch and will be recorded under “Other assets” and “Other liabilities”.Tax expenses 5.19 The tax expense for the fiscal year comprises: the tax payable by the various French companies at the rate of V 25.83%, or at the rate in force locally for foreign companies and branches; deferred taxes arising from temporary differences between the V carrying amount of assets and liabilities and their tax basis, which are calculated using the balance sheet liability method. Deferred tax assets and liabilities are calculated at the level of each tax entity in accordance with local tax rules and based on tax rates that have been enacted or substantively enacted at the date the temporary difference will reverse. Deferred taxes are not discounted. Deferred tax assets are only recognized at the reporting date if the tax entity concerned is likely to recover tax savings over a fixed time period (ten years maximum). These savings will be realized by the deduction of temporary differences or tax loss carryforwards from estimated future taxable income within that time period. Deferred tax assets and liabilities are offset at the level of each tax entity. The tax entity may either be a single entity or, if applicable, a group of entities of which it is a part, that have elected for group tax relief. All temporary differences have been recognized regardless of their recovery or payment date. The net deferred income tax balance is shown in the balance sheet under “Deferred tax assets”. The value-added contribution, or “Cotisation sur la Valeur Ajoutée des Entreprises” (CVAE), is recorded in the accounts as “Operating expenses,” since Natixis considers that its calculation is not based on net income.Financing and guarantee 5.20 commitments a) Financial guarantees Commitments given Financial guarantee commitments not classified as derivatives are contracts requiring the issuer to make specific payments to repay the business guaranteed for a loss that it has incurred owing to the failure of a debtor to make the contractual installments due. The exercise of these rights is subject to the occurrence of an uncertain future event. Financial guarantees given are stated initially at fair value, then subsequently at the higher of: the amount initially recognized upon inception less, where V appropriate, the amount of amortization recorded in line with the principles outlined in IFRS 15 “Revenue from Contracts with Customers”. This amortization represents the deferred recognition of the fees received over the period covered by the guarantee; and the amount of the provision determined according to the V provisions of the expected credit loss model (see Note 5.3). The provisions are presented in Note 7.17 “Summary of provisions”. Specific case of guarantees issued to mutual funds Natixis guarantees the capital and/or returns on units in certain mutual funds. These guarantees are executed solely in the event that the net asset value of each of the units in the fund at maturity is lower than the guaranteed net asset value. These guarantees are recorded as derivatives and are measured at fair value in accordance with the provisions of IFRS 13. Guarantee commitments received No IFRS standard addresses financial guarantees received. In the absence of specific guidance, the accounting treatment applied must be determined by analogy with the accounting treatment prescribed by other standards in similar situations. Accordingly, guarantees received meeting the definition of a financial guarantee for an issuer are accounted for in accordance with: IFRS 9, for guarantees received in respect of financial assets (debt V instruments). The measurement of the expected credit losses associated with financial assets must in fact take into account the flows generated by guarantees considered an integral part of the debt instrument; IAS 37, for guarantees received in respect of non-financial liabilities V falling within the scope of IAS 37. b) Financing commitments Financing commitments are irrevocable commitments by Natixis to grant a loan under pre-defined conditions. The vast majority of the financing commitments granted by Natixis give rise to loans granted at market rates at the grant date and recognized at amortized cost. As such, and in accordance with IFRS 9, the commitment to lend and the loan itself are considered successive stages of one and the same instrument. The commitment to lend does not, therefore, fall within the scope of IFRS 9: it is treated as an off-balance sheet transaction and is not revalued. Financing commitments are eligible for the provisioning mechanism under IFRS 9, however (see Note 5.3). IFRS 9 provides that the issuer of a financing commitment must apply provisioning criteria to loan commitments that do not fall within the scope of this standard. The provisions recognized in respect of these commitments are presented in Note 7.17 “Summary of provisions”.Contributions to banking 5.21 resolution mechanisms The procedure for setting up the deposit and resolution guarantee fund was changed by a French Ministerial Order dated October 27, 2015. Contributions made to the deposit and resolution guarantee fund may be paid in the form of partner or association certificates and cash security deposits (guarantee of irrevocable commitment) recognized as assets on the balance sheet and contributions (which are non-refundable in the event of a voluntary withdrawal of approval to operate) recorded in income as “Taxes and regulatory contributions” among other operating expenses (see Note 6.7).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 290 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Directive 2014/59/EU (BRRD – Bank Recovery and Resolution Directive) which establishes the framework for the recovery and resolution of banks and investment firms and Regulation (EU) No. 806/2014 (SRM regulation) established the introduction of a resolution fund as of 2015. In 2016, this fund became a Single Resolution Fund (SRF) between the member States participating in the Single Supervisory Mechanism (SSM). The SRF is a resolution financing mechanism available to the resolution authority (Single Resolution Board). The latter may use this fund when implementing resolution procedures. In accordance with Delegated Regulation No. 2015/63 and Implementing Regulation No. 2015/81 supplementing the BRRD Directive on ex ante contributions to financing mechanisms for resolution, the Single Resolution Board set the level of contributions to the Single Resolution Fund for 2022. Contributions paid to the fund may be made in cash security deposits recognized as assets on the balance sheet (15% in cash security deposits) and in contributions recorded in income as “Taxes and regulatory contributions” (see Note 6.7).Use of estimates and judgment 5.22 In preparing its financial statements, Natixis is required to make certain estimates and assumptions based on available information which are likely to require expert judgment. These estimates and assumptions constitute sources of uncertainty which may affect the calculation of income and expenses in the income statement, the value of assets and liabilities in the balance sheet and/or certain disclosures in the notes to the financial statements. Thus, future results of certain transactions could prove to be significantly different from the estimates used for the closing of the financial statements at December 31, 2022, particularly in the current extremely uncertain environment. Accounting estimates requiring assumptions to be made are mainly used to measure the items set out below: Financial instruments recorded 5.22.1 at fair value The fair value of hybrid market instruments not traded on an active market is calculated using valuation techniques. Valuations produced using valuation models are adjusted, depending on the instruments in question and the associated risks, to take account of the bid and ask price for the net position, modeling risks, assumptions regarding the financing cost of future cash flows from uncollateralized or imperfectly collateralized derivatives, as well as counterparty and input risks. The fair values obtained from these methods may differ from the actual prices at which such transactions might be executed in the event of a sale on the market. The valuation models used to price illiquid financial instruments are described in Note 7.5. Some of the unlisted equity instruments categorized under IFRS 9 as “Financial assets at fair value through profit or loss” or “Financial assets at fair value through non-recyclable other comprehensive income” consist of investments in non-consolidated companies. The fair value of investments in unlisted non-consolidated companies is obtained principally by using valuation methods based on multiples or DCF (discounted cash flow). Use of these methods requires certain choices and assumptions to be made in advance, including projected future cash flow forecasts and discount rates.Impairments for expected credit 5.22.2 losses The impairment model for expected credit losses is based on parameters and assumptions that affect provisions and value adjustments for losses. These parameters and assumptions are based on current and/or historical data, which also include reasonable and justifiable forecasts such as the estimating and weighting of future economic scenarios. Natixis also considers the opinions of its experts when estimating and applying these parameters and assumptions. The IFRS 9 framework is based on expected losses calculated according to three macro-economic scenarios (optimistic, central, pessimistic). The expected losses used in the financial statements are assessed in light of their expected positioning in the macro-economic environment and outlined in these three scenarios by attributing to each a probability of occurrence (where the sum of the weightings attributed to all three scenarios is equal to 1). The central scenario used in the economic projections at December 31, 2021 was validated by the Group’s bodies in June 2021. This scenario was aligned with the Consensus Forecast of August 2021 and took into account the improvement in various economic indicators (growth in GDP, decline in the unemployment rate) that reflected the economic recovery in France. The situation in the United States was also better with a level of GDP growth similar to that of the end of 2019. Although the effects of the health crisis seemed to have faded in the last quarter of 2021, the US economic recovery was however slower than expected and there were still some uncertainties about the evolution of the economic environment. As at December 31, 2022, the economic environment is still very uncertain, mainly due to (i) the Russia/Ukraine war, (ii) the monetary policies of the central banks attempting to stem high inflation, or (iii) the situation in China, after abandoning its zero-COVID strategy. Global growth is expected to slow in 2023, giving way to a risk of recession in very pessimistic/adverse scenarios. In this context, Economic Research updated the central scenario, validated in October 2022. The pessimistic scenario is based on a scenario of sustained inflation and a sharp slowdown in activity, or even recession, corresponding to one of the adverse scenarios of the 2022 internal stress campaign. Conversely, the optimistic scenario corresponds to a gradual return of inflation to more normal levels and to more vigorous recovery in activity. Deviation from the central scenario is greater for the pessimistic than optimistic scenario. The weightings for the France zone are based on the average November Consensus Forecast. The weightings of the euro and US zones use the same Consensus Forecast as well as its update in December. The high weight of the central limit is explained by the update of the scenario and its severity. For the France zone, the macro-economic scenario appears to be significantly more pessimistic than last year. The economic context and outlook continue to deteriorate and projections for macro-economic variables have been further downgraded. In 2022, forecasters noted a significant deterioration in French GDP growth projections linked to the Ukrainian crisis, resulting in a projection of +2.5% in 2022 and +0.6% in 2023 in the central scenario.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 291 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 These scenarios are defined and reviewed in the same manner and with the same governance as those defined for the budget process, with a quarterly review of relevance since the COVID-19 crisis that could lead to macro-economic projections being revised in the event of a significant deviation in the situation observed, based on proposals from economic research and validation by the Senior Management Committee. The variables defined in the central scenario and its limits mean that PD and LGD parameters can be altered and an expected credit loss can be calculated for each economic scenario. Parameters for periods longer than three years are projected on the principle of a gradual return to their long-term average. These economic scenarios are associated with probabilities of occurrence, ultimately making it possible to calculate an average probable loss used as the IFRS 9 impairment amount. In addition, as mentioned in paragraph 5.3, a change in the methods for determining and applying the weightings was adopted from September 30, 2022. It consists of determining weightings taking into account the specific geographical features and positioning of a geographical area in the macro-economic environment in relation to the defined scenarios. At December 31, 2022, the weightings used were as follows: France (Pessimistic 35%/Central 45%/Optimistic 20%), Europe excluding France (Pessimistic 21%/Central 56%/Optimistic 22%) and US zone (Pessimistic 29%/Central 48%/Optimistic 23%). In addition, calculation also includes a sectoral dimension via a sectoral adjustment to the Probabilities of Default (PD) based on assessment of the economic sectoral ratings over a 6-12 month horizon. The average sector-weighted forward-looking PD, produced from the transition matrices, is compared and adjusted to converge toward the equivalent PD of the sector’s rating outlook. The three-year projections of the main macro-economic variables used on the basis of the Natixis economists’ scenario for the central limit are presented below: Central scenario used at December 31, 2022: 2023 2024 2025 S&P 500 3,500 3,500 3,500 SLS 27.2 19.4 13.1 VIX 28 24 20 Fed ref rate 4.5 3.8 3.5 Spread Libor 6-12M 0.1 0.1 0.0 Reminder: central scenario used at December 31, 2021: 2022 2023 2024 S&P 500 4,525 4,835 4,905 SLS 10.7 5 4 VIX 25 17 15 Fed ref rate 2.5 3.0 2.5 Spread Libor 6-12M (0.2) (0.1) (0.1) Finally, it should be noted that the various models for estimating expected credit losses may be supplemented by expert adjustments that increase the amount of expected losses in an economic context of high uncertainties. In this respect, Natixis recognized an additional provision of €62.0 million at December 31, 2022 (compared to €32.0 million at December 31, 2021). The application of a greater weighting to the optimistic or pessimistic scenarios makes it possible to estimate the sensitivity of the amount of expected losses according to the spread of the achievement of the central scenario over future years. Thus, a 100% weighting of the probability of occurrence of the pessimistic scenario would entail the recognition at December 31, 2022 of a 39.0% increase in expected credit losses. Conversely, a 100% weighting for the probability of occurrence of the optimistic scenario would entail a reduction of 30.7% in the amount of expected credit losses.Valuation of cash-generating units 5.22.3 (CGUs) All goodwill is assigned to a CGU so that it may be tested for impairment. The tests conducted by Natixis consist of comparing the carrying amount of each CGU (including goodwill) with its recoverable value. Where the recoverable value equals the value in use, it is determined by discounting annual free cash flows to perpetuity. Use of the discounted cash flow method involves: estimating future cash flows. Natixis has based these estimates V on forecasts included in its business units’ medium-term plans; projecting cash flows for the last year of the plan to perpetuity, at a V rate reflecting the expected annual growth rate; discounting cash flows at a specific rate for each CGU. VFair value of loans and receivables 5.22.4 at amortized cost The fair value of loans not quoted on an active market is determined using the discounted cash flow method. The discount rate is based on an assessment of the rates used by the institution during the period for groups of loans with similar risk characteristics. Loans have been classified into groups with similar risk characteristics based on statistical research, enabling factors having an impact on credit spreads to be identified. Natixis also relies on expert judgment to refine this segmentation.Employee benefits 5.22.5 Natixis calls on independent actuaries to calculate its principal employee benefits. These commitments are determined using assumptions such as the salary growth rate, discount rates and rates of return on plan assets. These discount rates and rates of return are based on observed market rates at the end of each calculation period (e.g. the yield curve on AA Corporate bonds for discount rates). When applied to long-term benefit obligations, these rates introduce uncertainty into the valuations.Deferred taxes 5.22.6 As a precaution, Natixis records a net deferred tax asset linked to its ability to generate taxable income over a given period (10 years maximum), while tax loss carry forwards are deductible with no time limitation in France and the UK or over very long periods (20 years in the US for tax losses prior to January 1, 2018). To that end, Natixis prepares tax business plans based on the medium-term plans for the business lines.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 292 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Uncertainty over income tax 5.22.7 treatments (IFRIC 23) Natixis discloses uncertainty over income tax treatments in its financial statements where it concludes that it is not probable that the tax authority will accept them. To determine if a tax position is uncertain and assess its impact on the amount of the Group’s income tax, Natixis assumes that the tax authority will verify all reported amounts with comprehensive knowledge of all available information. It bases its judgment in particular on administrative doctrine, legal precedence and the history of rectifications carried out by the tax authority on similar uncertainties. Natixis reviews the estimate of the amount it expects to pay to or receive from the tax authority in respect of tax uncertainties, in the event of changes in associated events and circumstances, which may arise, for example, from changes in tax laws, the end of a limitation period, or the outcome of controls and initiatives conducted by the tax authorities. When it is likely that the competent tax authorities will question the treatment adopted, these uncertainties are reflected in tax income and expenses by a provision for tax risks presented under tax liabilities. Natixis is subject to accounting audits for previous years. The points proposed for correction about which Natixis disagrees are contested in a reasoned manner and, in application of the above, a provision is recorded for the estimated risk. The description of the main risks and litigation, including in fiscal matters, to which Natixis is exposed is given in Section 3.2.10 of Chapter 3 “Risk factors, risk management and Pillar III”.Other provisions 5.22.8 Provisions recognized as liabilities in the consolidated balance sheet, other than those relating to financial instruments and employee benefits, mainly concern provisions for litigation, restructuring, fines and penalties. A provision is raised when it is likely that an outflow of resources embodying economic benefits will be required to settle an obligation arising from a past event, and when the amount of the obligation can be reliably estimated. In order to calculate this amount, Natixis is required to assess the probability of the risk occurring. Future cash flows are discounted where the impact of discounting is material. A description of the main risks and procedures to which Natixis is exposed is given in Section 3.2.10 of Chapter 3 “Risk factors, risk management and Pillar III”.Climate risks 5.22.9 The environmental and climate emergency is one of the greatest challenges facing the world’s economies and all economic players today. Finance can contribute to the ecological transition by directing financial flows towards a sustainable economy. Convinced of the importance of the risks and opportunities arising from climate change, Natixis has placed the energy transition and the climate at the core of its new strategic plan. Natixis is exposed, directly or indirectly, to several climate-related risk factors. To qualify them, Natixis has adopted the risk terminology proposed by the TCFD (Task Force on Climate-Related Financial Disclosures (1) ): “transition risk” and “physical risk”. As part of the risk appetite and the risk identification process, the assessment of the materiality of these risks will be reviewed annually and may be refined using new measurement methodologies. The physical risk is currently taken into account in the internal assessment of Natixis’ capital requirements (ICAAP process) and transition risk implicitly. Indeed, the internal rating models of counterparties already take into account possible changes in the economic environment within a reasonable timeframe (one to three years) and therefore cover the possible impacts of the climate transition even if these cannot currently be separated. Discussions are underway to better take into account the potential long-term impact of the transition risk by deploying stress tests. Within Corporate & Investment Banking, Natixis has also gradually deployed several tools to assess and manage its exposure. Natixis assesses the effects of its transactions on the climate by assigning a climate rating (“Green Weighting Factor color rating”) either to the asset or to the project financed, or to the borrower in the case of traditional financing. According to the European Central Bank guide of November 2020 on climate and environmental risks, the process of identifying, quantifying and managing climate-related risks will be strengthened, in line with BPCE’s work, in particular by completing the risk quantification and physical risk monitoring framework. With regard to the preparation of its consolidated financial statements, Natixis is continuing its work to gradually integrate climate risks. Natixis took part in the ACPR climate pilot exercise on transition risk, which made it possible, concerning credit risk, to reflect on the methodological framework and to identify work ahead of these exercises to overcome several difficulties related in particular to the differences between the segment classification used by the ACPR and the internal classification, and the required adaptation of certain aspects of internal portfolio projection methodologies over such long horizons (projections until 2050). In 2022, Natixis also took part in the first ECB climate stress test exercise coordinated by BPCE. The stress test targets specific categories of assets exposed to climate risks and not the full balance sheet of banks. The exercise was based on three modules: the first is a qualitative questionnaire of 78 questions, divided into V 11 themes on methodological topics, data collection, governance and commercial strategy; the second module aims to collect a certain number of metrics for V 22 sectors deemed sensitive to climate risk, such as carbon intensity and the number of gigatonnes of CO 2 financed; finally, the third module consists of estimating the impacts in V terms of net income, using our own internal models to project the risk parameters over different time horizons (1, 3 and 30 years) and according to several scenarios by separating physical risk and transition risk. Natixis, like most banks in the market, had to supplement its internal models by incorporating a segment dimension, over time horizons of up to 30 years. At the end of these exercises, the impact in terms of credit risk was negligible at the time scales considered; however, the work will have to be continued, particularly on the methodological dimensions, especially in the long term, and enriched. The TCFD climate report, published by Natixis in October 2021, in accordance with the recommendations of the TCFD, is available on the Natixis website (1) (https://natixis.groupebpce.com/natixis/en/1st-tcfd-climate-report-lpaz5_133744.html).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 293 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Uncertainties related to benchmark 5.22.10 interest rate reform Since January 2022, the uncertainties related to the benchmark rate reform have mainly been limited to the remediation of contracts prior to December 31, 2021 referencing USD LIBOR (for overnight, one, three, six and twelve-month maturities). As of January 1, 2022, the use of USD LIBOR index is no longer authorized for new contracts, except for exceptions as defined by the supervisory authorities, in which case the fallback clauses provided for by ISDA have been incorporated into the contracts concerned. The extension of the publication period of USD LIBOR until June 30, 2023, decided by the Financial Conduct Authority (FCA), the British regulator overseeing the ICE Benchmark Administration (LIBOR administrator), should allow a gradual transition of the stock of contracts to alternative rates. In the context of this reform, in the first half of 2018, Natixis set up a project team tasked with anticipating the impacts associated with the reform of the benchmark indices, from a legal, commercial, financial, risk, systemic and accounting standpoint. Governance involving all four Natixis business lines has been set up to analyze the operational aspects of this issue. During 2019, work focused on the reform of the Euribor, the transition from the Eonia to the €STR and the strengthening of contractual clauses regarding the termination of indices. As regards the EURIBOR, a new calculation methodology (recognized by the Belgian regulator as complying with BMR requirements), aimed at switching to a “hybrid” EURIBOR, was finalized in November 2019. Since then, the sustainability of the EURIBOR has not been called into question by its administrator, EMMI, or by ESMA, which has been the index’s supervisor since January 1, 2022. From 2020 onwards, a more operational phase, aimed mainly at the indexes that were due to disappear on December 31, 2021, began with the transition and reduction of exposure to these benchmark rates. This phase included the preparatory work for the use of the new indexes, the implementation of new products indexed on these indexes, the identification and implementation of inventory remediation plans as well as active communication with the bank’s clients. The remediation process for contracts indexed to the EONIA and LIBOR indices (other than USD LIBOR for overnight, one, three, six and twelve-month maturities) which are longer been published since January 2022, was finalized by Natixis. 2023. FCA plans to communicate its final decision on the subject during the first half-year of 2023. The European working group on alternative benchmark rates also launched a consultation on whether or not there should be a legislative mechanism to designate the legal replacement rate for USD LIBOR. Over 2022, this more operational phase continues for USD LIBOR (overnight, one, three, six and twelve-month maturities). The year 2022 was marked by the enactment on March 15, 2022 of the “Adjustable Interest Rate (LIBOR) Act” integrated into the Consolidated Appropriations Act 2022, providing, for contracts governed by American law with no fallback clauses or inadequate fallback clauses, provisions aimed at minimizing the legal, operational and economic risks associated with the transition from USD LIBOR to an alternative benchmark rate. On December 16, 2022, the Fed supplemented this text with the adoption of a final regulation stipulating, in particular, that the USD LIBOR will be replaced by a rate based on the SOFR plus the spread determined by Bloomberg, on March 5, 2021, following the announcements made by the Financial Conduct Authority (FCA) on the future termination and loss of representativeness of LIBOR rates. The Financial Conduct Authority (FCA) also launched two consultations respectively in June and November 2022 to decide whether or not to publish a synthetic USD LIBOR index, for overnight, one, three and six-month maturities, after June 30, 2023, up to the end of September 2024. The use of this synthetic index would only target contracts without a fallback clause and whose remediation has not yet been completed by June 30, Due to the progress in market discussions on replacing the USD LIBOR, the remediation process for contracts indexed to the USD LIBOR was launched in 2022 for financing products and issues (mainly entailing analysis of existing fallback clauses, definition of the remediation strategy and launch of remediation campaigns) and this will continue in 2023. Derivatives, mainly contracts, will be migrated in the first half of 2023 through the conversion process provided by clearing houses and remediation resulting from the adherence of Natixis and its counterparties to the ISDA protocol. For residual contracts requiring bilateral renegotiation, Natixis also plans to apply an approach in the first half-year of 2023 that is identical to that used for the indices not published since December 31, 2021. As a reminder, for these indexes, during remediation, the recommendations issued by the regulatory authorities and working groups were taken into account, which recommend maintaining economic equivalence before and after the replacement of the benchmark in a contract. This principle resulted in the replacement of the historical benchmark rate by an alternative benchmark rate to which a fixed margin had been added to offset the differential between these two rates. This adjustment of the margin on the index results mainly from the use of credit risk margins set by market authorities or market practice. 2022 was also marked by the announcement, on May 16, 2022, of the end of the publication of the CDOR (Canadian Dollar Offered Rate), set for June 28, 2024. Natixis, whose exposure to this index is very limited, will apply a transition process identical to that planned for USD LIBOR. The same approach will be applied for contracts indexed to the SOR and SIBOR (Singapore benchmark rates), which are expected to disappear in June 2023 and December 2024 respectively, and to which Natixis also has little exposure. The transition to benchmark rates exposes the Natixis Group to various risks, in particular: the risk associated with change management which, in the event V of asymmetry in the information and treatment of Natixis’ clients, could lead to disputes with them. To guard against this risk, Natixis has undertaken training initiatives for employees in the challenges of the transition of indices, client communication campaigns and the application of a control plan; regulatory risk related to non-compliant use of benchmark rates, V excluding exceptions authorized by the authorities. Employees and clients have been informed of the restrictions on these indexes. In addition, Compliance has issued an exception management procedure and controls have been implemented; the risk of legal documentation on the stock of transactions for V which clients do not adopt the corrective actions to implement fallback clauses proposed by the market and/or Natixis, which could also lead to client disputes. Natixis teams actively monitor legislative initiatives in the various jurisdictions aimed at recommending successor rates; operational risks related to the ability to execute new transactions V referencing the new rates and to the remediation of the stock of transactions. The project teams ensure compliance with the implementation schedules for the affected information systems. Early renegotiation actions are carried out to spread the remediation cost over time;
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 294 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 the potential financial risk, reflecting in a financial loss resulting V from the remediation of the product portfolio indexed to USD LIBOR, CDOR, SOR and SIBOR. Simulations of revenue losses related to remediation without taking into account a spread adjustment applied to alternative benchmark rates are monitored directly by Senior Management to raise awareness among the business lines during renegotiations with clients. The application of this adjustment (or “credit adjustment spread”) aims to ensure the economic equivalence of the cash flows of the contracts before and after the replacement of the reference index by a RFR rate; valuation risks related to price volatility and basis risk resulting V from the transition to alternative benchmark rates. The necessary updates concerning both risk management methodologies and valuation models are used. Since January 1, 2022, these risks are mainly confined to the transition from the USD LIBOR index (for overnight, one, three, six and twelve-month maturities) to the SOFR rate and, to a small extent, to the transition of the CDOR, SOR and SIBOR indexes to their respective alternative benchmark rates. Regarding accounting aspects, the IASB has published: transition methods it intends to apply for this index in April 2022. The results of this consultation as well as the planned operational conversion process were published and updated in July, September and December 2022. As this documentation is subject to ongoing legal and regulatory review, LCH Clearnet also reserves the right to amend the key dates of the conversion process presented. Natixis considers, in this respect, that there is still uncertainty regarding its hedging contracts indexed to USD LIBOR, and that they can continue to benefit from the application of these amendments. The notional amount of hedging derivatives indexed to USD LIBOR is disclosed in Note 7.19; in September 2019, amendments to IFRS 9, IAS 39 and IFRS 7. V They provide for exceptions, applicable temporarily to the requirements of IFRS 9 and IAS 39 on matters related to hedging, allowing the continuation of hedging relationships during the transition period of the hedged instruments and hedging to the new rates. The amendments to IFRS 7 require, for the hedging relationships to which these exceptions are applied, information on the exposure of entities to the IBOR reform, on their management of the transition to alternative benchmark rates as well as on the assumptions or important judgments they have adopted to apply these amendments. Through these amendments, the IASB aims to prevent entities from having to discontinue hedging relationships due to uncertainties associated with the IBOR reform during the periods preceding the transition to alternative benchmark rates. The hedging derivatives recorded in Natixis’ financial statements, subject to the reform and whose transition to the new rates has not yet been completed, are only indexed to the USD LIBOR rate. The counterparty to these contracts is essentially the clearing house LCH Clearnet Ltd, which launched a consultation on the in August 2020, amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and V IFRS 16, to address issues arising from the replacement of benchmark rates by their alternative benchmark rates. This text, adopted by the European Commission on January 13, 2021 and applied by Natixis in advance in the December 31, 2020 financial statements, makes it possible to process changes in the contractual cash flows of financial assets and financial liabilities measured at amortized cost, as well as lease liabilities, in accordance with the provisions of IFRS 9 and IFRS 16, to re-estimate the cash flows of financial instruments indexed to a variable rate, provided that these changes are directly induced by the reform and that the basis for calculating contractual cash flows is economically equivalent to the calculation basis used immediately before the change. This means, for financial assets and liabilities (excluding lease debts), a forward-looking revision of the effective interest rate, and for financial liabilities related to leases, a forward-looking revision of the rental debt including a modification of the discount rate to take into account the switch to the alternative benchmark. The application of these amendments will thus enable Natixis, for the changes in question, not to recognize any effect on the income statement, on the date of transition to an alternative benchmark rate. With regard to hedge accounting, these amendments introduced new exceptions to the criteria for applying hedge accounting under IFRS 9 and IAS 39, aimed at avoiding the termination of hedging relationships. As the USD LIBOR hedging derivatives recorded in Natixis’ financial statements are mainly entered into with the clearing house LCH Clearnet Ltd (see above), these amendments have not, at this stage, been applicable.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 295 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Earnings/(loss) per share 5.23 Diluted earnings/(loss) per share corresponds to net earnings/(loss) for the period Group share, divided by the weighted average number of shares, adjusted for the maximum impact resulting from the conversion of dilutive instruments into ordinary shares. Stock options issued are taken into account in calculating diluted earnings/(loss) per share. The conversion of these instruments does not impact net income/(loss) used to calculate diluted earnings/(loss) per share. 31/12/2022 31/12/2021 Earnings/(loss) per share Net income (Group share) (in millions of euros) 1,800 1,403 Net income attributable to shareholders (in millions of euros)(a) 1,666 1,298 Average number of ordinary shares outstanding over the fiscal year 3,567,461,427 3,157,614,806 Average number of treasury shares outstanding over the fiscal year 2,461,581 2,544,077 Average number of shares used to calculate earnings/(loss) per share 3,564,999,846 3,155,070,729 EARNINGS/(LOSS) PER SHARE (in euros) 0.47 0.41 Diluted earnings/(loss) per share Net income (Group share) (in millions of euros) 1,800 1,403 Net income attributable to shareholders (in millions of euros)(a) 1,666 1,298 Average number of ordinary shares outstanding over the fiscal year 3,567,461,427 3,157,614,806 Average number of treasury shares outstanding over the fiscal year 2,461,581 2,544,077 Number of potential dilutive shares issued during the fiscal year stock option plans and the allocation of free shares (b) 2,461,978 5,250,564 Average number of shares used to calculate diluted earnings/(loss) per share 3,567,461,824 3,160,321,293 DILUTED EARNINGS/(LOSS) PER SHARE (in euros) 0.47 0.41 The difference between net income (Group share) and net income/(loss) attributable to shareholders corresponds to the interest generated on deeply subordinated notes and on (a) preference shares, -€133.3 million at December 31, 2022 and -€105 million as at December 31, 2021. This number of shares refers to the shares granted under the 2020 Performance Share Plans (PAGA), and the 2018 Payments business line plan (PMP). (b)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 296 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Notes to the income statement Note 6 Interest margin 6.1 “Interest and similar income” and “Interest and similar expenses” comprise interest on fixed-income securities recognized as “Financial assets at fair value through other comprehensive income” and “Amortized cost”, and interest on loans and receivables to and from banks and clients. Financial assets and liabilities valued at amortized cost give rise to the recognition of interest calculated using the effective interest rate method. This line item also includes interest on hedging derivatives. Interest income also consists of interest on non-SPPI debt instruments not held under a trading model (classified by default as instruments at fair value). Negative interest on financial assets is presented under “Interest and similar expenses”; negative interest on financial liabilities is presented under “Interest and similar income”. (in millions of euros) 31/12/2022 31/12/2021 Income Expense Net Income Expense Net Financial assets and liabilities at amortized cost 4,058 (2,857) 1,201 2,286 (825) 1,461 Central banks 586 (101) 485 29 (111) (82) Interest on securities 99 (68) 30 86 (78) 8 Receivables, loans and borrowings 3,374 (1,965) 1,409 2,172 (513) 1,658 Banks 786 (1,498) (713) 496 (386) 110 Clients (a) 2,582 (466) 2,116 1,671 (127) 1,544 Finance leases 5 5 5 5 Debt securities and subordinated debt (711) (711) (113) (113) Lease liabilities (12) (12) (11) (11) Financial assets at fair value through other comprehensive income 118 0 118 25 0 25 Interest on securities 118 0 118 25 0 25 Loans and receivables 0 0 0 0 Financial assets to be valued at fair value through profit or loss 36 36 53 53 Loans and receivables 23 23 31 31 Interest on securities 13 13 23 23 Hedging derivatives 187 (233) (46) 281 (400) (119) TOTAL (B) 4,398 (3,090) 1,308 2,645 (1,225) 1,421 Including an expense of €10.2 million compared to an income of €35.3 million at December 31, 2021 concerning the impact of the extension of the SGLs (“catch (a) up”: re-estimation of future cash flows). At December 31, 2022, the negative interest on financial assets and liabilities amounted to -€176 million (-€205 million as at December 31, 2021) and (b) €244.5 million (€372.9 million as at December 31, 2021) respectively.Net fee and commission income 6.2 The method of accounting for fees and commissions received in respect of services or financial instruments depends on the ultimate purpose of the services rendered and the method of accounting for the financial instruments to which the service relates. The main accounting principles applying are presented in Note 5.18. Fiduciary or similar fees and commissions are those that result in assets being held or invested on behalf of individual clients, pension schemes or other institutions. In particular, trust transactions cover Asset Management and custody activities performed on behalf of third parties. For certain funds managed by affiliates of Natixis Investment Managers, the contractual provisions of the prospectus stipulate the payment of a “performance fee” for any fund over-performance.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 297 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 (in millions of euros) 31/12/2022 31/12/2021 Income Expense Total Income Expense Total Interbank transactions 19 (4) 16 10 (3) 7 Client transactions 593 (1) 592 675 (60) 615 Securities transactions 60 (135) (75) 65 (146) (81) Payment services 31 (40) (9) 29 (29) 0 Financial Services 149 (586) (437) 248 (546) (298) Fiduciary transactions (a) 3,689 0 3,689 4,056 0 4,056 Financing, guarantee, securities and derivative commitments 233 (259) (27) 288 (156) 131 Others 142 (16) 126 147 (13) 134 TOTAL 4,916 (1,041) 3,875 5,518 (953) 4,566 Of which performance fees in the amount of €193 million (of which €97 million for Europe) at December 31, 2022, versus €587 million (of which €532 million for (a) Europe) as at December 31, 2021.Gains and losses on financial assets and liabilities at fair value through 6.3 profit or loss This item includes gains and losses on financial assets and liabilities at fair value through profit or loss, whether held for trading or designated under the fair value option or at fair value. This line item also includes interest on these instruments, except for those presented as interest income. “Hedging derivatives” include changes in the fair value of derivatives classified as fair value hedges, excluding interest, plus the symmetrical revaluation of the items hedged. They also include the “ineffective” portion of cash flow hedges. (in millions of euros) 31/12/2022 31/12/2021 Net gains/(losses) on financial assets and liabilities excluding hedging derivatives 1,965 1,537 Net gains/(losses) on financial assets and liabilities held for trading (b) (2,106) 2,650 o/w derivatives not eligible for hedge accounting 1,205 (7,630) Net gains/(losses) on financial assets to be valued at fair value through profit or loss (165) 7 Net gains/(losses) on financial assets and liabilities under the fair value option 4,047 (1,229) Others 190 109 Hedging derivatives and revaluation of hedged items 22 (7) Ineffective portion of cash flow hedges (CFH) (5) (18) Ineffective portion of fair value hedges (FVH) 26 12 Changes in fair value hedges 599 179 Changes in hedged items (573) (167) TOTAL (A) 1,987 1,531 Insofar as the expenses and income presented in the income statement are classified by type and not by function, the net income of activities on financial (a) instruments at fair value through profit or loss should be considered as a whole. The results presented above do not include the refinancing cost of these financial instruments, which is recorded in interest income or expenses. “Net gains/(losses) on financial assets and liabilities held for trading” include: (b) adjustments applied to the fair value of CDS entered into with monoline insurers: an increase in the adjustments was recorded in 2022 for €0.6 million V compared to a decrease in adjustments of +€13 million (income) at December 31, 2021 (excluding currency impact), bringing the total stock of adjustments to €17.4 million at December 31, 2022 compared to €16.8 million at December 31, 2021; as at December 31, 2022, a valuation adjustment recorded on the passive valuation of derivatives for own credit risk (DVA) of +€22.4 million (income) V compared to an expense of -€4.1 million at December 31, 2021; in addition, the value adjustment concerning the valuation of the counterparty risk (CVA) of financial assets is +€4.7 million (income) at December 31, 2022 V compared with an expense of -€25.7 million as at December 31, 2021; the Funding Valuation Adjustment (FVA) used on uncollateralized derivatives or imperfectly collateralized derivatives is also recognized on this line in the V amount of +€2.4 million (income) at December 31, 2022 versus -€16.1 million (expense) as at December 31, 2021.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 298 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Gains and losses on financial assets at fair value through 6.4 other comprehensive income The table below shows net gains and losses in financial assets at fair value through other comprehensive income recognized in net income over the period. They primarily consist of: income on the sale of debt instruments net of the impact of hedging instruments; V dividends on equity instruments. V (in millions of euros) 31/12/2022 31/12/2021 Net gains on debt instruments (19) 34 Net gains on loans and receivables Net gains on equity instruments (dividends) 68 94 TOTAL 49 128 Unrealized gains and losses recorded over the period are presented in the “Statement of net income (loss) and gains and losses recorded directly in other comprehensive income”.Net gains or losses resulting from the derecognition of financial 6.5 instruments at amortized cost This line item includes gains and losses resulting from the derecognition of debt securities and loans and receivables recognized at amortized cost, including the impact of hedging instruments. (in millions of euros) 31/12/2022 31/12/2021 Gains or losses on derecognition of financial assets at amortized cost (a) (45) (8) Gains or losses on derecognition of financial liabilities at amortized cost (8) (0) TOTAL (52) (8) Including -€37.9 million for the novation with BPCE of subordinated loans issued by entities of the Insurance division. (a)Other income and expenses 6.6 Income and expenses from other activities include incidental income and expenses. (in millions of euros) 31/12/2022 31/12/2021 Income Expense Net Income Expense Net Operating leases 3 3 31 0 31 Other related income and expenses 90 (95) (6) 69 (79) (10) TOTAL 93 (95) (3) 100 (79) 21
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 299 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Operating expenses and depreciation, amortization, and impairments 6.7 Operating expenses mainly comprise payroll costs, including wages and salaries net of rebilled expenses, social security expenses and employee benefits such as pensions (defined benefit plans), and expenses relating to share-based payments recognized in accordance with IFRS 2. A breakdown of these expenses is provided in Note 10. This item also includes all administrative expenses and external services. (in millions of euros) Notes 31/12/2022 31/12/2021 Personnel costs Wages and salaries 10.2 (2,626) (2,864) o/w share-based payments (a) (59) (17) Pension benefits and other long-term employee benefits (207) (217) Social security expenses (540) (613) Incentive and profit-sharing plans (126) (138) Payroll-based taxes (63) (88) Others (9) (29) Total Personnel costs (3,570) (3,949) Other operating expenses Taxes and duties (b) (307) (214) External services (1,499) (1,321) Others (14) (25) Total Other operating expenses (1,820) (1,560) Total operating expenses (5,390) (5,509) TOTAL DEPRECIATION, AMORTIZATION AND PROVISIONS FOR IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS (266) (349) The deferral expense recognized in 2022, concerning the cash-settled employee retention and performance Plan (ERPP) indexed to the value of the share, was (a) -€58.4 million (compared to an expense of -€16 million at December 31, 2021). Of which a negative contribution of €228.9 million to the Single Resolution Fund (SRF) at December 31, 2022, versus a negative contribution of €136.7 million as (b) at December 31, 2021. Of which the Social Security and Solidarity Contribution (C3S) for -€21.4 million at December 31, 2022, versus -€13.9 million as at December 31, 2021. Additionally, depreciation, amortization and impairment on property, plant and equipment and intangible assets include €3.2 million in accelerated depreciation for building arrangements that are to be released.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 300 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Cost of risk 6.8 This line item primarily includes income related to the recognition of credit risk as defined by IFRS 9: cash flows on provisions and impairments for 12-month and V lifetime expected credit losses related to: debt instruments recognized at amortized cost or at fair value V through other comprehensive income, lease receivables, V loan or guarantee commitments given that do not fit the V definition of derivative financial instruments; losses on irrecoverable loans, and recoveries of loans previously V recognized as losses. (in millions of euros) 31/12/2022 31/12/2021 Charges Net reversals Write-offs not covered by provisions Recoveries of bad debts written off Net Charges Net reversals Write-offs not covered by provisions Recoveries of bad debts written off Net Provisions for impairment of financial assets (1,318) 1,017 (13) 13 (301) (992) 849 (7) 6 (144) Unimpaired financial assets – 12-month expected credit losses (299) 283 0 0 (16) (168) 149 0 0 (18) Unimpaired financial assets – Lifetime expected credit losses (637) 532 0 0 (105) (490) 523 0 0 33 Impaired financial assets – Lifetime expected credit losses (382) 203 (13) 13 (179) (334) 176 (7) 6 (159) Others 0 0 0 0 0 0 0 0 0 0 Contingency reserves (429) 443 (0) 0 14 (519) 482 (0) 0 (37) Financing commitments – 12-month expected credit losses (113) 107 0 0 (6) (104) 98 0 0 (6) Financing commitments – Lifetime expected credit losses (249) 243 0 0 (6) (351) 329 0 0 (22) Impaired financing commitments – Lifetime expected credit losses (60) 83 0 0 23 (50) 47 0 0 (4) Others (7) 10 (0) 0 3 (13) 8 (0) 0 (6) TOTAL (1,747) 1,460 (14) 13 (287) (1,511) 1,331 (7) 6 (181) o/w: Reversals of surplus impairment provisions 1,460 1,331 Reversals of utilized impairment provisions 334 576 Sub-total reversals 1,794 1,907 Write-offs covered by provisions (334) (576) TOTAL NET REVERSALS 1,460 1,331 This item also includes any impairments recorded in respect of proven default risks associated with counterparties of OTC instruments, booked as financial assets at fair value through profit or loss equal to -€20.5 million as at December 31, 2022 compared to -€7.6 million at December 31, 2021.Gains or losses on other assets 6.9 This item comprises capital gains and losses on the disposal of property, plant and equipment and intangible assets used in operations, as well as capital gains and losses on the disposal of investments in consolidated companies. (in millions of euros) 31/12/2022 31/12/2021 Investments in consolidated companies Property, plant and equipment and intangible assets Total (a) Investments in consolidated companies Property, plant and equipment and intangible assets Total (b) Net capital gains/(losses) on disposals 17 14 31 (61) 5 (56) TOTAL 17 14 31 (61) 5 (56) Including €16.4 million for the disposal of H2O (see Note 1.2.2) and €13.7 million for the disposal of the buildings owned by the real estate entities Altaïr I and (a) Altaïr II. Including -€84.2 million concerning H2O recognized in 2021 (see Note 2.6 to the financial statements as at December 31, 2021). (b)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 301 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Reconciliation of the tax expense in the financial statements 6.10 and the theoretical tax expense (in millions of euros) 31/12/2022 31/12/2021 + Net income (Group share) 1,800 1,403 + Net income (Non-controlling interests) 58 106 + Income tax expense 393 452 + Income from discontinued operations (985) (379) + Impairment of goodwill - Share in net income of associates (13) (19) = Consolidated net income/(loss) before tax, goodwill amortization and share in income of associates 1,253 1,563 +/- Permanent differences (a) 186 (21) = Consolidated taxable income/(loss) 1,439 1,542 x Theoretical tax rate (b) 25.83% 28.40% = Theoretical tax charge (372) (438) + Income taxed at reduced rates 0 (1) + Losses for the period not recognized for deferred tax purposes 8 29 + Impact of tax consolidation 14 5 + Difference in tax rates for foreign subsidiaries 13 19 + Tax on prior periods and other tax items (c) (56) (66) = Tax charge for the period (393) (452) o/w: taxes payable (609) (468) deferred tax 216 16 Permanent differences include the impact of the recognition of gains related to the sale of H2O by Natixis Investment Managers (-€16.4 million at December 31, (a) 2022 compared with +€84.2 million at December 31, 2021), as well as the positive impact of non-tax deductible regulatory contributions amounting to +€174.0 million at December 31, 2022 versus +€89.1 million as at December 31, 2021. In 2021, Permanent differences include the effect of the end of the tax consolidation in France +€49.0 million. In 2022, the standard corporate tax rate fell to 25.83%. (b) Including the effects of changes in deferred tax assets recognized on Natixis’ losses in France. These effects are mainly due to the entry of the companies of (c) the Natixis tax consolidation group, which ended on December 31, 2021, into the BPCE tax consolidation group as of January 1, 2022. This entry is accompanied by an option formulated by BPCE for the legal mechanism known as the extended base, allowing the losses of the former Natixis Group to be offset against the profits of the companies of the Natixis tax consolidation group that have joined the BPCE tax consolidation group. This option improves the future capacity to allocate the deficit and the tax savings related to this allocation are fully reallocated to Natixis.Net income from discontinued operations 6.11 “Income from discontinued operations” includes: as at December 31, 2022, net income from the disposal of V €985.3 million of entities related to the Insurance and Payments business lines recognized in fiscal year 2022 (see Note 1.2.1); as at December 31, 2021, the net income of entities related to the V Insurance and Payments business lines to be transferred to BPCE (see Notes 1.2 and 2.8 to the financial statements of December 31, 2021) was €379 million, broken down into €559 million of net income before tax (of which €490 million on the Insurance business line and €69 million on the Payments business line), and an expense of -€180 million in income tax.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 302 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Notes to the balance sheet Note 7 Financial assets and liabilities 7.1 at fair value through profit or loss These assets and liabilities are measured at fair value at the reporting date, with changes in fair value, including interest, recognized in the income statement under “Net gains or losses on financial instruments at fair value through profit or loss”, except for: interest on hedging derivatives and non-SPPI instruments recorded V as interest income and expenses in the income statement; and changes in fair value attributable to own credit risk on financial V liabilities designated at fair value through profit or loss, recorded in other comprehensive income as “Revaluation of own credit risk of financial liabilities designated at fair value through profit or loss”.Financial assets at fair value through 7.1.1 profit or loss The table below shows the breakdown of financial assets at fair value through profit or loss by instrument type. Financial instruments that must be measured at fair value through profit or loss include debt instruments and non-SPPI loans (for which the classification criteria are provided in Note 5.1.2), and equity instruments that we have opted not to recognize in equity. (in millions of euros) 31/12/2022 31/12/2021 Financial assets held for trading Financial assets to be valued at fair value through profit or loss (a) Financial assets designated under the fair value option (b) Total Financial assets held for trading Financial assets to be valued at fair value through profit or loss (a) Financial assets designated under the fair value option (b) Total Securities 44,239 2,445 0 46,684 60,537 2,703 44 63,286 Debt instruments 14,205 1,637 0 15,843 18,962 1,721 44 20,727 Equity instruments 30,033 808 30,841 41,575 983 42,559 Financing against reverse repos (c) 73,655 73,655 72,742 72,742 Loans and receivables 4,490 881 0 5,371 4,607 1,329 0 5,936 Banks 0 0 0 0 0 377 0 377 Clients 4,490 881 0 5,371 4,607 952 0 5,559 Derivative instruments not eligible for hedge accounting (c) 68,795 68,795 54,725 54,725 Security deposits paid 18,081 18,081 15,338 15,338 TOTAL 209,260 3,326 0 212,586 207,949 4,032 44 212,025 The criteria for classifying financial assets at fair value through profit or loss if they do not meet the SPPI criterion used by Natixis are provided in Note 5.1.2. (a) Only in the case of an accounting mismatch as defined by IFRS 9 (see Note 5.1.5). (b) The information presented takes into account the impact of offsetting carried out in accordance with IAS 32 (see Note 7.3). (c)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 303 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Financial liabilities at fair value through profit or loss 7.1.2 The table below shows the breakdown of financial liabilities at fair value through profit or loss by instrument type. (in millions of euros) 31/12/2022 31/12/2021 Financial liabilities issued for trading Financial liabilities designated under the fair value option Total Financial liabilities issued for trading Financial liabilities designated under the fair value option Total Note 7.1.2.1 7.1.2.1 Securities 22,086 23,272 45,357 24,639 22,367 47,006 Debt securities 2 23,272 23,274 7 22,267 22,274 Subordinated debt 0 0 0 0 100 100 Short sales 22,084 0 22,084 24,632 0 24,632 Repurchased securities (a) 74,751 0 74,751 87,665 0 87,665 Liabilities 8 232 240 5 300 305 Due to banks 0 124 124 0 151 151 Customer deposits 8 42 50 5 36 41 Other liabilities 0 67 67 0 113 113 Derivative instruments not eligible for hedge accounting (a) 68,077 0 68,077 51,875 0 51,875 Security deposits received 16,968 0 16,968 13,776 0 13,776 TOTAL 181,891 23,504 205,394 177,961 22,667 200,628 The information presented takes into account the impact of offsetting carried out in accordance with IAS 32 (see Note 7.3). (a)Conditions for classification of financial liabilities under the fair value option Financial liabilities are designated at fair value through profit or loss when this choice provides more pertinent information or when the instruments incorporate one or more significant and separable embedded derivatives (see Note 5.1.5). The use of the fair value option is considered to provide more pertinent information in two situations: where there is an accounting mismatch between economically V linked assets and liabilities. In particular, the fair value option is used when hedge accounting conditions are not met: in such cases, changes in the fair value of the hedged item automatically offset changes in the fair value of the hedging derivative; where a portfolio of financial assets and liabilities is managed and V recognized at fair value as part of a documented policy of asset and liability management. Liabilities measured at fair value through profit or loss mainly comprise issues originated and structured on behalf of clients for which risks and hedging are collectively managed. These issues include significant embedded derivatives for which changes in value are neutralized, except for those allocated to own credit risk, by those of the derivative instruments hedging them. (in millions of euros) 31/12/2022 31/12/2021 Carrying amount Accounting mismatch Managed on a fair value basis Embedded derivatives Carrying amount Accounting mismatch Managed on a fair value basis Embedded derivatives Due to banks 124 3 121 151 3 148 Customer deposits 42 0 42 36 0 36 Debt securities 23,272 19,567 3,704 22,267 18,661 3,606 Subordinated debt 0 100 0 100 Other liabilities 67 67 0 113 113 0 TOTAL 23,504 19,637 3,867 22,667 18,777 3,890 Some liabilities issued and recognized under the fair value option through profit or loss are covered by a guarantee. The effect of this guarantee is incorporated into the fair value of the liabilities.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 304 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial liabilities under the fair value option and credit risk 7.1.2.1 The carrying amount of financial liabilities designated at fair value through profit or loss corresponds to their fair value shown on the balance sheet. The amount contractually due on loans at maturity represents the principal amount outstanding at the reporting date, plus any accrued interest not yet due. The amount contractually due on securities represents their redemption value. Financial liabilities designated under the fair value option for which related credit risk is presented in “other comprehensive income” (in millions of euros) 31/12/2022 31/12/2021 Carrying amount Amount contrac- tually due at maturity Difference between carrying amount and amount contrac- tually due at maturity Cumulative changes in the fair value of financial liabilities, designated at fair value through profit or loss, attribu- table to credit risk Carrying amount Amount contrac- tually due at maturity Difference between carrying amount and amount contrac- tually due at maturity Cumulative changes in the fair value of financial liabilities, designated at fair value through profit or loss, attribu- table to credit risk Debt securities (a) 23,272 28,539 (5,267) (306) 22,267 22,169 98 124 Subordinated debt (a) 100 100 0 (0) TOTAL (B) 23,272 28,539 (5,267) (306) 22,367 22,269 98 124 Balancing payments relating to the early redemption of Natixis issues recognized in shareholders’ equity over the 2022 fiscal year totaled -€1 million versus (a) +€3 million over the 2021 fiscal year. The fair value, determined using the calculation method described in Note 7.5, recorded in respect of internal credit risk on Natixis issues, totaled (b) +€305.8 million at December 31, 2022 versus -€123.9 million as at December 31, 2021. Besides changes in the outstanding amount, this difference reflects changes in the Natixis spread since the close of the previous year’s accounts. Financial liabilities under the fair value option for which credit risk is recognized in net income (in millions of euros) 31/12/2022 31/12/2021 Carrying amount Amount contractually due at maturity Difference between carrying amount and amount contractually due at maturity Carrying amount Amount contractually due at maturity Difference between carrying amount and amount contractually due at maturity Due to banks 124 173 (49) 151 156 (5) Customer deposits 42 43 (1) 36 36 0 Other debts 67 67 0 113 113 0 TOTAL 232 282 (50) 300 305 (5)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 305 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Derivatives not eligible for hedge accounting 7.1.3 Derivative financial instruments not eligible for hedge accounting are classified as held for trading, irrespective of the period over which they are expected to be held. (in millions of euros) 31/12/2022 31/12/2021 Notional Assets Liabilities Notional Assets Liabilities Organized market 332,572 1,238 785 377,929 1,621 1,579 Interest rate derivatives 260,816 0 305,422 0 Currency derivatives 5 200 Equity derivatives 70,977 1,238 785 71,583 1,621 1,579 Credit derivatives 0 0 Other contracts 775 724 Over-the-counter 10,684,099 67,556 67,292 8,622,310 53,104 50,296 Interest rate derivatives 9,184,449 34,841 34,788 7,291,330 30,010 26,221 Currency derivatives 1,240,798 28,436 28,045 1,096,399 18,586 18,673 Equity derivatives 87,666 1,972 2,116 111,349 2,666 3,352 Credit derivatives 77,735 932 821 36,340 706 730 Other contracts 93,451 1,375 1,522 86,892 1,136 1,321 TOTAL 11,016,672 68,795 68,077 9,000,240 54,725 51,875 o/w banks 1,901,266 49,030 43,322 1,743,158 37,606 33,748 o/w other financial companies 8,466,760 10,990 13,053 6,607,114 9,569 11,745 The notional amounts of derivative financial instruments are merely an indication of the volume of the Group’s business on the financial instruments market, and do not reflect the market risks associated with such instruments.Hedging derivatives 7.2 Derivatives may only be designated as hedges if they meet the criteria set out in IAS 39 at inception and throughout the term of the hedge. These criteria include formal documentation that the hedging relationship between the derivatives and the hedged items is both prospectively and retrospectively effective. Hedging relationships are presumed to be effective when, retrospectively, changes in the value of the hedging instrument offset changes in the value of the hedged item within a range of 80-125%. Cash flow hedges are mainly used by Natixis to hedge the overall interest rate risk. Fair value hedging is used to hedge changes in the fair value of fixed-income securities on an individual basis, as well as comprehensive hedging of the interest-rate risk of Natixis Financial Products LLC according to the carve-out provisions of IAS 39. (in millions of euros) 31/12/2022 31/12/2021 Fair value assets Fair value liabilities Fair value assets Fair value liabilities Cash flow hedges 164 48 62 29 Over-the-counter 164 48 62 29 Interest rate derivatives 164 48 62 29 Currency derivatives Fair value hedges 552 285 127 259 Over-the-counter 552 285 127 259 Interest rate derivatives 552 285 127 259 Currency derivatives TOTAL 716 333 190 288
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 306 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Fair value hedging of assets and liabilities 7.2.1 (in millions of euros) Hedging of interest rate risk Hedging of interest rate risk 31/12/2022 31/12/2021 Carrying amount of which revaluation of the hedged portion Hedged portion still to be deferred Carrying amount of which revaluation of the hedged portion Hedged portion still to be deferred Assets 14,467 (958) (1) 17,194 71 0 Financial assets at fair value through other comprehensive income 7,699 (680) 10,171 (37) Fixed-income securities 7,699 (680) 10,171 (37) Equities and other variable-income securities Financial assets at amortized cost 6,768 (278) (1) 7,023 108 0 Loans and receivables due from banks 5,322 (164) 5,364 99 0 Loans and receivables due from customers 1,427 (114) (1) 1,660 9 Fixed-income securities 20 Liabilities 2,867 (191) 0 3,498 40 Financial liabilities at amortized cost 2,867 (191) 0 3,498 40 Amounts due to credit institutions 1,303 (86) 0 2,033 (3) Customer deposits 149 (5) 5 (0) Debt securities 1,306 (112) 1,331 1 Subordinated debt 110 13 130 42 Cash flow hedging of assets and liabilities 7.2.2 (in millions of euros) 31/12/2022 31/12/2021 Fair value of hedging derivative (a) o/w effective portion o/w ineffective portion Fair value of hedging derivative (a) o/w effective portion o/w ineffective portion Hedging of interest rate risk 116 110 6 33 30 3 Currency hedging (25) (20) (4) TOTAL 116 110 6 9 10 (1) The asset and liability fair value of the hedging derivatives is presented in net terms. (a) Cash flow hedging – Analysis of other items of comprehensive income 7.2.2.1 (in millions of euros) 01/01/2021 Change in effective portion Reclassi- fication of effective portion in income Hedged item partially or fully settled 31/12/2021 Change in effective portion Reclassi- fication of effective portion in income Hedged item partially or fully settled Change in conso- lidation scope (a) 31/12/2022 Amount of OCI for CFH transactions 5 (41) 66 16 46 81 (5) 1 20 143 TOTAL 5 (41) 66 16 46 81 (5) 1 20 143 Corresponds to the recycling of unrealized reserves from the Insurance business line due to the contribution to BPCE (see Note 1.2.1). (a) The hedged portion still to be deferred came to €34 million at December 31, 2022 and €37 million as at December 31, 2021.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 307 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Offsetting off financial assets and liabilities 7.3 The table below presents the amounts offset on the Natixis balance sheet meeting the criteria set out in IAS 32, as well as the impacts linked to the existence of an enforceable right of set-off under a master netting arrangement or similar agreements that do not meet the criteria set out in IAS 32 dealing with offsetting. The net amount of financial assets and financial liabilities recognized (including amounts not offset on the balance sheet which may or may not be subject to master netting arrangements or similar agreements), after deducting the gross offset amounts, correspond to the gross balances presented on the balance sheet. The gross offset amounts in the balance sheet reflect repurchase agreements and derivative transactions, most of which carried out with clearing houses, for which the criteria set out in IAS 32 are met: for listed derivatives, the positions recorded under the respective V asset and liability items for: index options and futures options are offset by maturity and by V currency, equity options are offset by ISIN code and maturity date; V for OTC derivatives, the information is presented in consideration V of the effects of the currency offset between asset valuations, liability valuations and variations in margin; for repurchase agreements, Natixis records in its balance sheet the V net amount of repurchase and reverse repurchase agreements entered into with the same counterparty, and which: have the same maturity date, V are operated via the same custodian or settlement platform, V are made in the same currency. V OTC derivatives handled with the clearing houses LCH Clearnet Ltd, Eurex Clearing AG and CME Clearing are not subjected to accounting offsets in the sense of IAS 32, but rather a daily liquidation (application of the settlement to market principle, as provided by those three clearing houses so that margin calls are considered a routine liquidation of derivatives, rather than security deposits as before). These tables also show the impacts of master arrangements or similar agreements corresponding to derivative amounts or outstanding repos covered by master netting arrangements or similar agreements under which the net settlement criterion or the simultaneous settlement of assets and liabilities cannot be demonstrated or for which the right to set-off cannot be exercised except in the event of the default, insolvency or bankruptcy of one or more counterparties. These amounts are not offset on the balance sheet. Financial assets 7.3.1 (in millions of euros) 31/12/2022 31/12/2021 Gross amount of financial assets offset in the balance sheet Gross amount of financial liabilities offset in the balance sheet Net amount of financial assets recognized in the balance sheet Gross amount of financial assets offset in the balance sheet Gross amount of financial liabilities offset in the balance sheet Net amount of financial assets recognized in the balance sheet (a) (b) (c) = (a) - (b) (a) (b) (c) = (a) - (b) Financial assets at fair value through profit or loss 164,559 22,109 142,450 162,053 34,586 127,467 Derivatives 71,156 2,361 68,795 57,817 3,091 54,725 Repurchase agreements 93,403 19,748 73,655 104,237 31,495 72,742 Hedging derivatives 828 112 716 226 37 190 Loans and receivables due from credit institutions 2,532 1,000 1,533 3,683 1,850 1,833 Repurchase agreements 2,532 1,000 1,533 3,683 1,850 1,833 Customer loans and receivables 1,576 0 1,576 3,035 0 3,035 Repurchase agreements 1,576 0 1,576 3,035 0 3,035 TOTAL 169,496 23,220 146,275 168,998 36,473 132,525 (in millions of euros) 31/12/2022 31/12/2021 Net amount of financial assets recognized in the balance sheet Impact of master netting and similar agreements (a) Guarantees received in cash Net exposure Net amount of financial assets recognized in the balance sheet Impact of master netting and similar agreements (a) Guarantees received in cash Net exposure (c) (d) (f) (g) = (c) - (d) (c) (d) (f) (g) = (c) - (d) Derivatives 69,511 43,082 11,411 15,018 54,915 34,773 9,253 10,889 Repurchase agreements 76,764 75,360 40 1,364 77,610 75,990 8 1,612 TOTAL 146,275 118,443 11,451 16,382 132,525 110,763 9,260 12,501 Including guarantees received in the form of securities. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 308 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial liabilities 7.3.2 (in millions of euros) 31/12/2022 31/12/2021 Gross amount of financial assets offset in the balance sheet Gross amount of financial liabilities offset in the balance sheet Net amount of financial assets recognized in the balance sheet Gross amount of financial assets offset in the balance sheet Gross amount of financial liabilities offset in the balance sheet Net amount of financial assets recognized in the balance sheet (a) (b) (c) = (a) - (b) (a) (b) (c) = (a) - (b) Financial assets at fair value through profit or loss 164,939 22,111 142,828 174,128 34,589 139,540 Derivatives 70,441 2,363 68,077 54,969 3,094 51,875 Repurchase agreements 94,499 19,748 74,751 119,160 31,495 87,665 Hedging derivatives 442 110 333 322 34 288 Loans and receivables due from credit institutions 2,617 1,000 1,617 7,835 1,850 5,985 Repurchase agreements 2,617 1,000 1,617 7,835 1,850 5,985 Customer loans and receivables 130 0 130 797 0 797 Repurchase agreements 130 0 130 797 0 797 TOTAL 168,128 23,220 144,908 183,083 36,473 146,610 (in millions of euros) 31/12/2022 31/12/2021 Net amount of financial assets recognized in the balance sheet Impact of master netting and similar agreements (a) Guarantees received in cash Net exposure Net amount of financial assets recognized in the balance sheet Impact of master netting and similar agreements (a) Guarantees received in cash Net exposure (c) (d) (f) (g) = (c) - (d) (c) (d) (f) (g) = (c) - (d) Derivatives 68,410 44,868 9,945 13,596 52,163 35,681 8,899 7,582 Repurchase agreements 76,498 75,967 19 512 94,447 93,110 1 1,337 TOTAL 144,908 120,835 9,964 14,109 146,610 128,791 8,899 8,919 Including guarantees given in the form of securities. (a)Financial assets at fair value through other comprehensive income 7.4 This line item covers debt instruments managed under a “hold to collect and sell” business model, with cash flows that meet SPPI criteria (see Note 5.1.4), such as debt instruments held in the liquidity reserve and equity instruments that Natixis has irrevocably opted to measure at fair value through other comprehensive income. (in millions of euros) 31/12/2022 31/12/2021 Debt instruments Equity instruments Total Debt instruments Equity instruments Total Unimpaired financial assets (a) Impaired financial assets (b) Unimpaired financial assets (a) Impaired financial assets (b) Note 7.4.1 7.4.1 7.4.2 7.4.1 7.4.1 7.4.2 Securities 8,743 810 9,553 11,101 1,022 12,122 Loans and receivables TOTAL 8,743 810 9,553 11,101 1,022 12,122 Comprises unimpaired financial assets for which value adjustments are calculated based on 12-month expected credit losses (Stage 1) or lifetime expected credit losses (Stage 2). (a) Impaired financial assets (Stage 3) are assets for which a default event has been identified as defined in Article 178 of the EU Regulation of June 26, 2013 on regulatory requirements for (b) credit institutions.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 309 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Reconciliation table for financial assets at fair value through other recyclable 7.4.1 comprehensive income The tables below show, for each class of instrument, changes over the 2022 fiscal year in accounting items and impairments and provisions related to financial assets at fair value through recyclable equity. (in millions of euros) Financial assets at fair value through other recyclable comprehensive income Unimpaired assets for which expected credit losses are measured over 12 months (S1 bucket) Unimpaired assets for which expected credit losses are measured on a lifetime basis (S2 bucket) Assets impaired after their origination/acquisition (S3 bucket) Assets impaired on origination/acquisition Total Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses BALANCE AS AT 01/01/2021 12,551 (1) 0 0 0 0 0 0 12,551 (1) New originated or acquired contracts 1,648 (0) 1,648 (0) Changes in contractual cash flows not giving rise to derecognition Variations linked to changes in credit risk parameters (excluding transfers) (1,818) 0 (1,818) 0 Financial asset transfers Transfers to S1 Transfers to S2 Transfers to S3 Contracts fully repaid or sold during the period (1,485) 0 (1,485) 0 Impairment in value (write-off) Variations linked to changes in exchange rates 205 (0) 205 (0) Changes in the model used Other movements 0 0 0 BALANCE AS AT 31/12/2021 11,101 (0) 11,101 (0) New originated or acquired contracts 6,636 (0) 6,636 (0) Changes in contractual cash flows not giving rise to derecognition Variations linked to changes in credit risk parameters (excluding transfers) (1,433) (0) (1,433) (0) Financial asset transfers Transfers to S1 Transfers to S2 Transfers to S3 Contracts fully repaid or sold during the period (7,749) 0 (7,749) 0 Impairment in value (write-off) Variations linked to changes in exchange rates 190 (0) 190 (0) Changes in the model used Other movements (0) (0) BALANCE AS AT 31/12/2022 8,744 (1) 8,744 (1)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 310 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Equity instruments at fair value through other comprehensive income 7.4.2 (in millions of euros) 31/12/2022 31/12/2021 Fair value Dividends recognized over the period Derecognition over the period Fair value Dividends recognized over the period Derecognition over the period Equity instruments held as at 31/12/2022 Equity instruments dereco- gnized during the period Fair value on date of sale Cumulative profit or loss on date of sale Equity instruments held as at 31/12/2020 Equity instruments dere- cognized during the period Fair value on date of sale Cumulative profit or loss on date of sale Investments in unconsolidated companies 657 68 0 247 27 1,022 94 0 37 7 Other equity instruments 152 0 0 0 0 0 0 0 0 0 TOTAL 810 68 0 247 27 1,022 94 0 37 7Fair value of financial assets and liabilities carried 7.5 at fair value in the balance sheet For financial reporting purposes, the fair value of financial and non-financial instruments has been broken down in accordance with a fair value hierarchy that reflects the observability of the models and parameters used to make these assessments (see Note 5.6). The three levels of the fair value hierarchy are presented below. For derivative instruments, fair values are broken down based on the dominant risk factor, i.e. primarily interest rate risk, foreign exchange risk, credit risk and equity risk: Assets (in millions of euros) 31/12/2022 31/12/2021 Carrying amount Level 1 Level 2 Level 3 Carrying amount Level 1 Level 2 Level 3 Financial assets held for trading 140,465 57,830 78,098 4,537 153,223 56,414 92,956 3,853 o/w debt instruments in the form of securities 14,205 11,804 2,238 164 18,962 16,592 2,135 235 o/w equity instruments 30,033 28,363 1,665 5 41,575 39,822 1,747 6 o/w loans and receivables 78,146 73,777 4,368 77,349 73,737 3,612 o/w security deposits paid 18,081 17,663 418 15,338 15,338 Derivative instruments not eligible for hedge accounting (positive fair value) 68,795 75 66,291 2,429 54,725 312 51,596 2,817 o/w interest rate derivatives 34,841 33,700 1,141 30,010 0 29,166 844 o/w currency derivatives 28,436 4 27,776 655 18,586 17,900 686 o/w credit derivatives 932 817 116 706 515 191 o/w equity derivatives 3,210 2,856 355 4,287 0 3,193 1,094 o/w other 1,375 71 1,142 162 1,137 312 822 3 Financial assets to be valued at fair value through profit or loss 3,326 920 277 2,130 4,032 1,158 940 1,935 o/w equity instruments 809 1 808 983 208 0 775 o/w debt instruments in the form of securities 1,637 919 58 660 1,721 949 107 665 o/w loans and receivables 881 219 662 1,329 833 496 Financial assets designated under the fair value option 44 44 o/w debt instruments in the form of securities 44 44 o/w loans and receivables Hedging derivatives (assets) 716 716 190 190 o/w interest rate derivatives 716 716 190 190 Financial assets at fair value through other comprehensive income 9,553 8,480 370 703 12,121 11,017 456 648 o/w equity instruments 810 101 6 703 1,020 372 0 648 o/w debt instruments in the form of securities 8,743 8,379 365 11,101 10,645 456 o/w loans and receivables TOTAL 222,855 67,305 145,752 9,799 224,336 68,901 146,138 9,298
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 311 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Liabilities (in millions of euros) 31/12/2022 31/12/2021 Carrying amount Level 1 Level 2 Level 3 Carrying amount Level 1 Level 2 Level 3 Financial liabilities held for trading 39,054 38,640 396 18 38,416 24,488 13,907 21 o/w securities issued for trading purposes 22,086 21,672 395 18 24,640 24,488 130 21 o/w security deposits received 16,968 16,968 13,776 13,776 Derivative instruments not eligible for hedge accounting (negative fair value) 68,077 143 65,779 2,155 51,875 143 48,876 2,857 o/w interest rate derivatives 34,788 33,416 1,372 26,221 25,531 690 o/w currency derivatives 28,045 2 27,817 226 18,673 18,117 556 o/w credit derivatives 821 692 129 730 514 216 o/w equity derivatives 2,901 2,507 395 4,931 0 3,583 1,347 o/w other 1,522 141 1,348 33 1,321 142 1,131 48 Other financial liabilities held for trading 74,759 8 74,548 203 87,670 87,257 412 Financial liabilities designated under the fair value option 23,504 67 14,295 9,142 22,667 112 12,887 9,668 o/w securities under the fair value option 23,272 14,177 9,095 22,367 12,803 9,564 o/w other financial liabilities under the fair value option 232 67 117 48 300 112 83 105 Hedging derivatives (liabilities) 333 333 288 288 o/w interest rate derivatives 333 333 288 288 TOTAL 205,727 38,858 155,351 11,518 200,915 24,743 163,214 12,959 Level 1: Measurement using prices quoted a) on liquid markets Level 1 comprises instruments whose fair value is determined based on directly usable prices quoted on active markets. This mainly includes securities listed on a stock exchange or traded continuously on other active markets, derivatives traded on organized markets (futures, options, etc.) whose liquidity can be demonstrated, and mutual fund units whose NAV is determined and reported on a daily basis. Level 2: Measurement using observable b) market models and parameters Level 2 fair value comprises instruments other than those mentioned in Level 1 fair value and instruments measured using a valuation technique incorporating inputs that are either directly observable (prices) or indirectly observable (price derivatives) through to maturity. This mainly includes: Simple instruments Most OTC derivatives, swaps, credit derivatives, forward rate agreements, caps, floors and plain vanilla options are traded in active markets, i.e. liquid markets in which trades occur regularly. These instruments are valued using generally accepted models (discounted cash flow method, Black & Scholes model, interpolation techniques), and on the basis of directly observable inputs. For these instruments, the extent to which models are used and the observability of inputs have been documented. Instruments measured using Level 2 inputs also include: securities that are less liquid than those classified as Level 1, V whose fair value is determined based on external prices put forward by a reasonable number of active market makers and which are regularly observable without necessarily being directly executable (prices mainly taken from contribution and consensus databases); where these criteria are not met, the securities are classified as Level 3 fair value; securities not listed on an active market whose fair value is V determined on the basis of observable market data, for example use of market data from comparable companies, or multiples method based on techniques commonly used by market players; mutual fund units whose NAV is not determined and published on V a daily basis, but are subject to regular reporting or offer observable data from recent transactions; debt issues measured under the fair value option where the V underlying derivatives are classified in Level 2. Issuer credit risk is also considered as observable. The valuation of the “issuer credit risk” component is based on the discounted cash-flow method, using inputs such as yield curves, revaluation spreads, etc. For each issue, this valuation represents the product of its remaining notional amount and its sensitivity, taking into account the existence of calls, and based on the difference between the revaluation spread (based on BPCE’s cash reoffer curve at December 31, 2022, as on previous reporting dates) and the average issue spread. Changes in the issuer spread are generally not material for issues with an initial maturity of less than one year. Complex instruments Some more hybrid and/or long-maturity financial instruments are measured using a recognized model on the basis of market inputs derived from observable data such as yield curves, implied volatility layers of options, market consensus data or active OTC markets. The main models for determining the fair value of these instruments are described below by type of product: equity products: equity products generally have their own V characteristics that justify the choice of model. The main models used for equity products are local volatility, local volatility combined with the one-factor Hull & White (H&W1F) model, as well as the Local Stochastic Volatility (“LSV”) models, and may be available in a single or multiple underlying framework.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 312 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The local volatility model treats volatility as a function of time and the price of the underlying. Its main property is that it considers the implied volatility of the option (derived from market data) relative to its exercise price. The hybrid local volatility combined with H&W1F consists of combining the local volatility model described above with a one-factor Hull & White model, described below (see fixed-income products). The LSV Model is based on joint diffusion of the underlying asset and its volatility (two factors in total), with a local volatility function (called a “decorator”) in order to be consistent with all of the vanilla options; fixed-income products: fixed-income products generally have V specific characteristics which justify the choice of model. The main models used to value and manage fixed-income products are the one-factor (HW1F) and two-factor (HW2F) Hull & White models, or a one-factor stochastic volatility model (HW1FVS). The HW1F model makes it possible to model the yield curve with a single Gaussian factor and one calibration of the vanilla rate options. The HW2F model makes it possible to model the yield curve with two factors and one calibration of the vanilla rate options and spread-option instruments. The HW1VS model makes it possible to jointly model the Gaussian factor representing the yield curve and its volatility (like the LSV model for equity); currency products: currency products generally have specific V characteristics which justify the choice of model. The main models used to value and manage currency products are local volatility and stochastic models (like the LSV model for the equity scope), as well as the hybrid models combining an underlying currency model with two one-factor Hull & White models to understand domestic and foreign economies’ fixed-income curves; credit derivatives: products generally have specific characteristics V that justify the choice of model. The main models used for the valuation and management of credit products are the Hull & White credit factor model (HW1F Credit) and the hybrid Bi-Hull & White Rate-Credit model (Bi-HW Rate/Credit). The HW1F Credit model is used to disseminate the credit curve (CDS curve) with a Gaussian factor. The Bi-HW Rate/Credit model enables the yield curve and the credit curve to be disseminated jointly each with a Gaussian factor correlated with each other; commodities products: commodities products generally have their V own characteristics that justify the choice of model. The main models used for the valuation and management of commodities products are the Black & Scholes models, with local volatility and local volatility combined with the Hull & White 1-factor (H&W1F), an extended version for all of these models to a multi-framework underlying asset to manage all futures of the commodity family. The Black & Scholes model is based on a log-normal dynamic of the underlying asset and a deterministic volatility assumption. The local volatility model treats volatility as a function of time and the price of the underlying. Its main property is that it considers the implied volatility of the option (derived from market data) relative to its exercise price. The H&WIF model consists of combining the local volatility model described above with a one-factor Hull & White model, also described above (see fixed-income products). Inputs relating to all such Level 2 instruments were demonstrated to be observable and documented. From a methodology perspective, observability is based on four inseparable criteria: inputs are derived from external sources (primarily a recognized V contributor, for example); they are updated periodically; V they are representative of recent transactions; V their characteristics are identical to the characteristics of the V transaction. If necessary, a proxy may be used, provided that the relevance of such an arrangement is demonstrated and documented. The fair value of instruments obtained using valuation models is adjusted to take account of liquidity risk (bid-ask), counterparty risk, the risk relating to the cost of financing uncollateralized or imperfectly collateralized derivatives, own credit risk (measurement of liability derivative positions), modeling risk and input risk. The margin generated when these instruments begin trading is immediately recognized in income. Level 3: Fair value measurement using c) non-observable market data Level 3 comprises instruments measured using unrecognized models and/or models based on non-observable market data, where they are liable to materially impact the valuation. This mainly includes: unlisted shares whose fair value could not be determined using V observable inputs; Private Equity securities not listed on an active market, measured V at fair value with models commonly used by market participants, in accordance with International Private Equity Valuation (IPEV) standards, but which are sensitive to market fluctuations and whose fair value determination necessarily involves a judgment call; hybrid interest rate and currency derivatives and credit derivatives V that are not classified in Level 2; loans in the syndication process for which there is no secondary V market price; loans in the securitization process for which fair value is V determined based on an expert appraisal; the loan trading activity for which the market is illiquid; V investment property whose fair value is obtained using a V multi-criteria approach based on the capitalization of rents at the market rate combined with a comparison with market transactions; instruments with a deferred day-one margin; V mutual fund units for which the fund has not published a recent V NAV at the valuation date, or for which there is a lock-up period or any other constraint calling for a significant adjustment to available market prices (NAV, etc.) given the low liquidity observed for such securities;
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 313 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 debt issues measured under the fair value option which are V classified in Level 3 where the underlying derivatives are classified in Level 3. The associated “issuer credit risk” is deemed observable and thus classified in Level 2; CDS contracted with monoline insurers, for which the valuation V model used to measure impairments has moved more in line, in terms of method, with the adjustment made for counterparty risk (Credit Valuation Adjustment – CVA). It also takes account of the expected depreciation of exposures and the counterparty spread implied from market data; plain vanilla derivatives are also classified as Level 3 in the fair V value hierarchy when exposure is beyond the liquidity horizon determined by underlying currencies or by volatility surface (e.g. certain foreign currency options and volatility caps/floors). In accordance with Regulation No. 2019/876 of May 20, 2019 (CRR II) amending European Regulation No. 575/2013 of June 26, 2013 (CRR) regarding the requirements of Pillar III, for each of the models used, a description of the crisis simulations applied and of the ex post control framework (validation of the accuracy and consistency of internal models and modeling procedures) is given in Section 3.2.6 of Chapter [3] “Risk factors, risk management and Pillar III”. Under IFRS 9, day-one profit should be recognized only if it is generated by a change in the factors that market participants would consider in setting a price, i.e. only if the model and parameters input into the valuation are observable. If the selected valuation model is not recognized by current market practices, or if one of the inputs significantly affecting the instrument’s valuation is not observable, the trading profit on the trade date cannot be recognized immediately in the income statement. It is taken to income on a straight-line basis over the life of the transaction or until the date the inputs become observable. Any losses incurred at the trade date are immediately recognized in the income statement. At December 31, 2022, instruments for which the recognition of day-one profit/loss has been deferred included: multiple equity and index underlying structured products; V mono-underlying structured products indexed to sponsored V indices; synthetic loans; V options on funds (multi-asset and mutual funds); V structured fixed-income products; V securitization swaps. V
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 314 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 For these instruments, the following table provides the main unobservable inputs as well as value ranges. Main types of products Valuation techniques used Main unobservable data Unobservable data ranges min - max (Dec 2022) Sticky CMS/Volatility Bond Valuation models for interest rate options Mean-reversion parameters [0.5%; 2.5%] Callable Spread Options and Corridor Callable Spread Options Model representing several yield curve factors Mean-reversion spread [0%; 30%] Bermuda Accreting Accreting Factor [71%; 94%] Volatility cap/floor Valuation models for interest rate options Interest rate vol. [41%; 182%] Plain vanilla derivatives and complex derivatives, equity basket or funds Different equity option valuation models, equity baskets or funds Equity volatility [1%; 176%] Fund volatility [2%; 33%] Stock/stock correlations [13.05%; 95.84%] Repo for general collateral baskets [(0.76)%; 1.15%] Forex derivatives Forex options valuation model Forex volatility [2.9673%; 19.3765%] Long-term PRDC/PRDKO/TARN Hybrid fixed income/forex options valuation model Correlation between forex rates and interest rates as well as long-term volatility levels [(40)%; 60%] [2.9673%; 19.3765%] CDO The default rates are based on the market prices of the underlying PFI bonds and the recovery rates are based on historical ratings agency data Correlation between the assets, base spread between the cash asset and derivative asset, recovery rate [70%; 80%] Securitization swaps Discounted cash flow expected based on the underlying portfolio’s early redemption assumptions Prepayment rate [16.49%; 50.42%] Hybrid equity/fixed income/forex (FX) derivatives Hybrid model coupling an equity diffusion, a FX diffusion and a fixed income diffusion Equity-Forex correlations [(99.30)%; 99.98%] Equity-Rate correlations [14%; 33%] Fixed Income/Forex correlations [(19)%; 44%] Helvetix: Strip of long-term options, Strip of quanto options, Strip of digital options Black & Scholes model EURCHF/EURUSD correlation [7%; 46%] Helvetix: Spread options and digital spread options Gaussian copula USDC HF & EURCHF long-term volatility USDCHF volatility: [8.9918%; 12.2943%] EURCHF volatility: [7.1346%; 8.9918%] Natixis’ policy on transfers between fair value levels d) Fair value transfers are examined and approved by the Fair Value Levels Committee, which brings together the Finance and Risk functions and the Business lines. To do this, the Fair Value Levels Committee relies on observability studies of valuation models and/or parameters that are carried out periodically. These fair value transfers are also presented to the Valuation Steering Committee, which validated, during the first half of 2022, transfers of margin calls from Level 2 to Level 1 fair value, due to a methodological refinement. As a reminder, the main reclassifications carried out at December 31, 2021 (see Note 7.5.1.) concerned: to fair value Level 3 OTC derivatives and issues due to a V methodological refinement in the observability of market parameters; from fair value Level 1 to fair value Level 2 of listed derivatives due V to a methodological refinement; to fair value Level 3 the loan trading activity due to the illiquidity of V the market; reductions that have been transferred to fair value Level 2 in order V to harmonize the fair value of the reductions.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 315 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Financial assets and liabilities at fair value measured using Level 3 of the fair value 7.5.1 hierarchy December 31, 2022 Financial assets (in millions of euros) Level 3 opening balance as at 01/01/2022 Gains and losses recognized in the period Transactions carried out in the period Reclassifications in the period Change in conso- lidation scope Trans- lation adjust- ments Level 3 closing balance 31/12/2022 In income statement In gains and losses recorded directly in equity Procu- rement/ Issues Sales/ Redemp- tions Outside Level 3 To Level 3 Other reclassi- fications On out- standing transac- tions at the reporting date On transac- tions expired or redeemed in the period Financial assets held for trading 3,853 130 74 11,142 (10,790) (217) 249 96 4,537 o/w debt instruments in the form of securities 235 (36) 8 124 (170) (20) 9 13 164 o/w equity instruments 6 24 271 (491) (2) 198 5 o/w loans and receivables 3,612 142 67 10,747 (10,129) (195) 42 83 4,368 Derivative instruments not eligible for hedge accounting (positive fair value) 2,817 299 (655) 1,028 (1,372) (595) 712 2 194 2,429 o/w interest rate derivatives 844 (52) (97) 211 (121) (52) 410 (2) 1,141 o/w currency derivatives 686 86 (199) 53 (146) (310) 273 210 654 o/w credit derivatives 191 (49) (24) 18 (15) (5) 6 (7) 116 o/w equity derivatives 1,094 142 (335) 714 (1,046) (228) 22 (8) 355 o/w other 2 172 (1) 32 (45) 1 2 163 Other financial assets held for trading Financial assets to be valued at fair value through profit or loss 1,934 17 (15) 617 (307) (152) 1 35 2,130 o/w equity instruments 774 84 (15) 14 (60) 1 11 808 o/w debt instruments in the form of securities 665 (8) 228 (228) 3 660 o/w loans and receivables 496 (59) 375 (19) (152) 21 662 Financial assets designated under the fair value option 44 (48) 3 o/w debt instruments in the form of securities 44 (48) 3 o/w equity instruments o/w loans and receivables Financial assets at fair value through other comprehensive income 648 61 (138) 155 (61) 2 34 703 o/w equity instruments 648 61 (138) 155 (61) 2 34 703 o/w debt instruments in the form of securities o/w loans and receivables TOTAL FINANCIAL ASSETS RECORDED AT FAIR VALUE 9,298 507 (596) (138) 12,942 (12,578) (964) 961 3 2 362 9,799
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 316 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial liabilities (in millions of euros) Level 3 opening balance as at 01/01/2022 Gains and losses recorded in the period Transactions carried out in the period Reclassifications in the period Change in conso- lidation scope (a) Trans- lation adjust- ments Level 3 closing balance 31/12/2022 In income statement In gains and losses recorded directly in equity Procu- rement/ Issues Sales/ Redemp- tions Outside Level 3 To Level 3 Other reclassi- fications On out- standing transac- tions at the reporting date On transact- ions expired or redeemed in the period Securities held for trading 21 26 (46) 18 18 Derivative instruments not eligible for hedge accounting (negative fair value) 2,857 215 (864) 1,624 (1,675) (631) 801 (170) 2,155 o/w interest rate derivatives 690 158 (39) 168 (93) (46) 531 4 1,372 o/w currency derivatives 556 (21) (33) 50 (124) (451) 238 11 226 o/w credit derivatives 216 (41) (66) 58 (12) (21) 2 (6) 129 o/w equity derivatives 1,347 78 (712) 1,336 (1,431) (64) 20 (180) 395 o/w other 48 42 (14) 11 (15) (48) 9 1 33 Other financial liabilities held for trading 412 (23) (10) 100 (280) 4 203 Financial liabilities under the fair value option through profit or loss 9,668 (1,366) 185 6,453 (6,191) (970) 201 1,015 147 9,142 O/w securities under the fair value option 9,564 (1,358) 185 6,438 (6,189) (907) 201 1,015 147 9,095 O/w other financial liabilities under the fair value option 105 (8) 16 (2) (63) 48 TOTAL FINANCIAL LIABILITIES RECOGNIZED AT FAIR VALUE 12,959 (1,174) (689) 8,203 (8,192) (1,601) 1,020 1,015 (19) 11,518 Corresponds to the issues issued by Natixis S.A. and subscribed by the Insurance business line transferred to BPCE during the first quarter of 2022 (see Note 1.2.1 and Note 2.3). (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 317 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 December 31, 2021 Financial assets (in millions of euros) Level 3 opening balance as at 01/01/2021* Gains and losses recorded in the period Transactions carried out in the period Reclassifications in the period (a) Change in consoli- dation scope Trans- lation adjust- ments Level 3 closing balance 31/12/2021 In income statement In gains and losses recorded directly in equity Procu- rement/ Issues Sales/ Redemp- tions Outside Level 3 To Level 3 Other reclassi- fications (b) On out- standing trans- actions at the reporting date On trans- actions expired or redeemed in the period Financial assets held for trading 2,062 1,121 22 18,538 (18,118) (258) 416 (9) 79 3,853 o/w debt instruments in the form of securities 98 (34) 7 162 (143) (21) 156 11 235 o/w equity instruments (70) 448 (536) 173 (9) 6 o/w loans and receivables 1,964 1,226 15 17,928 (17,438) (237) 87 68 3,612 Derivative instruments not eligible for hedge accounting (positive fair value) 1,757 1,083 55 809 (1,330) (188) 563 26 43 2,817 o/w interest rate derivatives 545 138 (31) 16 (147) (161) 479 5 844 o/w currency derivatives* 484 (63) (31) 243 (74) 85 29 (2) 16 686 o/w credit derivatives 184 (10) (29) 5 (13) (2) 19 28 10 191 o/w equity derivatives 544 1,016 147 545 (1,095) (110) 36 11 1,094 o/w other 2 1 2 Other financial assets held for trading Financial assets to be valued at fair value through profit or loss 1,205 (39) 26 220 170 340 (21) 33 1,934 o/w equity instruments 578 101 18 95 (5) 3 (21) 5 774 o/w debt instruments in the form of securities 568 85 7 170 (181) 16 665 o/w loans and receivables 59 (225) 1 394 (83) 337 12 496 Financial assets designated under the fair value option 21 22 2 44 o/w debt instruments in the form of securities 21 22 2 44 o/w equity instruments o/w loans and receivables Financial assets at fair value through other comprehensive income 490 77 130 4 (77) (13) 38 648 o/w equity instruments 490 77 130 4 (77) (13) 38 648 o/w debt instruments in the form of securities o/w loans and receivables TOTAL FINANCIAL ASSETS RECORDED AT FAIR VALUE 5,534 2,265 103 130 20,011 (19,794) (446) 1,319 (18) 194 9,298 Amounts not restated in relation to the financial statements at December 31, 2020. * The flows presented under the “Reclassifications in the period” columns of the above table are determined on the basis of outstanding transactions at December 31, 2021. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 318 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial liabilities (in millions of euros) Level 3 opening balance as at 01/01/2021* Gains and losses recorded in the period Transactions carried out in the period Reclassifications in the period (a) Change in consoli- dation scope Trans- lation adjust- ments Level 3 closing balance 31/12/2021 In income statement In gains and losses recorded directly in equity Procu- rement/ Issues Sales/ Redemp- tions Outside Level 3 To Level 3 Other reclassi- fications On out- standing trans- actions at the reporting date On trans- actions expired or redeemed in the period Securities held for trading 0 97 (0) 4,996 (5,099) (0) 28 21 Derivative instruments not eligible for hedge accounting (negative fair value) 1,477 1,213 (5) 781 (1,423) (8) 747 133 (59) 2,857 o/w interest rate derivatives 322 64 (41) 45 (133) (10) 437 6 690 o/w currency derivatives* 282 101 (8) 60 (29) 65 85 (0) 556 o/w credit derivatives 263 (27) (192) 4 (21) (8) 51 133 12 216 o/w equity derivatives 601 1,036 237 661 (1,228) (55) 173 (77) 1,347 o/w other 8 39 (1) 11 (11) 1 1 48 Other financial liabilities held for trading 574 6 (15) 280 (499) 63 3 412 Financial liabilities under the fair value option through profit or loss 8,758 208 375 6,715 (7,491) (1,056) 1,932 79 149 9,668 O/w securities under the fair value option 8,754 210 375 6,650 (7,491) (1,056) 1,894 79 149 9,564 O/w other financial liabilities under the fair value option 4 (2) 65 38 105 TOTAL FINANCIAL LIABILITIES RECOGNIZED AT FAIR VALUE 10,809 1,524 355 12,772 (14,513) (1,064) 2,770 212 93 12,959 Amounts not restated in relation to the financial statements at December 31, 2020. * The flows presented under the “Reclassifications in the period” columns of the above table are determined on the basis of outstanding transactions at December 31, 2021. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 319 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Sensitivity analysis of the fair value of financial instruments measured according to Level 3 – Assets and Liabilities Sensitivity of the fair value of financial instruments measured using unobservable inputs was estimated at December 31, 2022. The amounts reported below are intended to illustrate the uncertainty inherent in the use of the judgment required to estimate the main unobservable parameters at the valuation date. They do not represent a measure of market risk on Level 3 instruments. The estimate is based on the valuation adjustment policy. For equities and debt securities, the estimate is based on a shock of +/-1%. (in millions of euros) 31/12/2022 31/12/2021 Potential impact on the income statement Potential impact on the income statement Negative Positive Negative Positive Equities (8) 8 (6) 6 Debt securities (10) 10 (6) 8 Equity derivatives (15) 30 (13) 42 Volatility (7) 11 (5) 18 Repo rate (5) 9 (4) 14 Dividends (2) 6 (1) 5 Correlations (2) 5 (3) 5 Fixed income derivatives (20) 34 (11) 28 Exchange rate correlations (10) 15 (2) 6 Interest rate correlations (7) 13 (3) 5 Interest rate volatility (2) 2 (2) 6 Exchange rate volatility < 1 <1 (2) 6 CDS spreads < 1 <1 (2) 4 “Accreting Factor” of Bermuda swaptions < 1 <1 0 0 Recovery rate < 1 2 0 0 Inflation volatility < 1 < 1 0 0 Securitization amortization rate (CPR) < 1 2 < 1 1 Commodity derivatives < 1 < 1 0 0 Commodity volatility < 1 < 1 0 0 Sensitivity of Level 3 financial instruments (54) 83 (36) 84 Restatement of the deferred margin on financial instruments 7.5.2 The deferred margin concerns financial instruments measured on the basis of one or more unobservable market parameters (see Note 5.6). This margin is deferred over time to be recognized, depending on the case, at the maturity of the instrument, at the time of sale or transfer, as time passes or when market parameters become observable. The table below shows the amount remaining to be recognized in the income statement, as well as the deferred margin of new transactions for the fiscal year. (in millions of euros) 01/01/2021 Margin on new trans- actions Margin recognized during the period Other changes 31/12/2021 Margin on new trans- actions Margin recognized during the period Other changes 31/12/2022 Interest rate derivative instruments 14 6 (10) 0 10 10 (10) 1 11 Currency derivative instruments 3 4 (2) 0 5 31 (29) 0 7 Credit derivative instruments 4 2 (2) 1 5 15 (13) 0 7 Equity derivative instruments 133 174 (96) (0) 210 132 (118) (1) 223 Repurchase agreements 9 11 (6) (1) 13 21 (11) 0 23 TOTAL 163 197 (117) 0 244 209 (181) 0 273
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 320 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financial assets and liabilities at fair value: transfers between fair value levels 7.5.3 Financial assets (in millions of euros) 31/12/2022 31/12/2021 Level 1 Level 2 Level 2 Level 3 Level 3 Level 1 Level 2 Level 2 Level 3 Level 3 To Level 2 Level 1 Level 3 Level 1 Level 2 Level 2 Level 1 Level 3 Level 1 Level 2 Financial assets at fair value through profit or loss 790 12,703 961 964 1,022 1,181 1,319 447 Financial assets held for trading 786 12,703 249 217 609 1,131 416 258 o/w debt instruments in the form of securities 730 1,109 9 20 318 1,130 156 21 o/w equity instruments 55 285 198 2 291 1 173 o/w loans and receivables 36 42 195 87 237 o/w security deposits paid (a) 11,274 Derivative instruments not eligible for hedge accounting (positive fair value) 4 712 595 413 0 563 189 o/w interest rate derivatives 410 52 479 161 o/w currency derivatives 273 310 29 -85 o/w credit derivatives 6 5 19 2 o/w equity derivatives 4 22 228 245 0 36 110 o/w other 1 168 1 Financial assets to be valued at fair value through profit or loss 152 49 340 0 o/w debt instruments in the form of securities 49 0 0 o/w other variable-income securities 3 o/w loans and receivables 152 337 Financial assets designated under the fair value option Financial assets at fair value through other comprehensive income 260 435 242 524 o/w equity instruments o/w debt instruments in the form of securities 260 435 242 524 o/w loans and receivables See Note 7.5, paragraph d). (a) Financial liabilities (in millions of euros) 31/12/2022 31/12/2021 Level 1 Level 2 Level 2 Level 3 Level 3 Level 1 Level 2 Level 2 Level 3 Level 3 To Level 2 Level 1 Level 3 Level 1 Level 2 Level 2 Level 1 Level 3 Level 1 Level 2 Financial liabilities held for trading (a) 18 14,070 818 631 286 1 838 8 Securities held for trading 12 53 18 24 1 28 0 Derivative instruments not eligible for hedge accounting (negative fair value) 5 801 631 262 747 8 o/w interest rate derivatives 1 531 46 437 10 o/w currency derivatives 238 451 85 (65) o/w credit derivatives 2 21 51 8 o/w equity derivatives 5 20 64 136 173 55 o/w other 9 48 126 1 Other financial liabilities held for trading 63 Security deposits received 14,017 Financial liabilities designated under the fair value option 201 970 1,932 1,056 o/w securities under the fair value option 201 907 1,894 1,056 o/w other financial liabilities under the fair value option 63 38 See Note 7.5, paragraph d). (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 321 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Fair value of financial assets and liabilities at amortized cost 7.5.4 Financial assets (in millions of euros) At December 31, 2022 At December 31, 2021 Carrying amount Fair value Level 1 Level 2 Level 3 Carrying amount Fair value Level 1 Level 2 Level 3 Loans and receivables due from banks at amortized cost 74,676 74,503 74,440 63 86,732 86,946 86,814 131 Current accounts overdrawn 6,198 6,197 6,197 6,971 6,949 6,949 Loans and receivables 66,912 66,739 66,676 63 77,919 78,154 78,023 131 Reverse repurchase agreements 1,533 1,533 1,533 1,833 1,833 1,833 Others 34 34 34 10 10 10 Loans and receivables due from customers at amortized cost 72,676 75,276 52,750 22,526 70,146 70,576 48,409 22,167 Current accounts overdrawn 2,295 2,295 2,295 2,110 2,110 2,110 Other loans and receivables 68,654 71,254 48,736 22,518 64,900 65,331 43,170 22,160 Reverse repurchase agreements 1,576 1,576 1,576 3,035 3,035 3,032 3 Finance leases 39 39 31 8 33 33 29 4 Security deposits paid 112 112 112 66 66 66 Others 1 1 1 Debt instruments in the form of securities at amortized cost 1,434 1,435 820 615 1,277 1,276 600 676 TOTAL FINANCIAL ASSETS 148,787 151,215 128,011 23,204 158,155 158,798 135,824 22,975 Financial liabilities (in millions of euros) At December 31, 2022 At December 31, 2021 Carrying amount Fair value Level 1 Level 2 Level 3 Carrying amount Fair value Level 1 Level 2 Level 3 Amounts due to credit institutions 108,249 108,260 107,826 434 135,863 136,091 135,507 584 o/w accounts and deposits 101,823 101,834 101,400 434 129,829 130,058 129,474 584 o/w repurchase agreements 1,617 1,617 1,617 5,985 5,985 5,985 o/w security deposits received 108 108 108 48 48 48 o/w other 4,701 4,701 4,701 1 Customer deposits 36,664 36,657 34,762 1,895 34,355 34,356 32,524 1,831 o/w accounts and deposits 35,555 35,547 33,652 1,895 32,280 32,281 30,449 1,831 o/w repurchase agreements 130 130 130 797 797 797 o/w other 980 980 980 1,278 1,278 1,278 Debt securities 45,992 45,888 44,282 1,607 38,723 38,725 36,607 2,118 Subordinated debt 3,023 2,975 96 2,879 4,073 4,374 6 4,368 TOTAL FINANCIAL LIABILITIES 193,928 193,781 186,966 6,815 213,014 213,546 204,644 8,901 IFRS 13 requires disclosure in the notes to the financial statements of the fair value, as well as the associated fair value hierarchy, of all financial instruments carried at amortized cost, including loans. The valuation methods used to determine the fair value disclosed in the notes to the financial statements are described below. Loans recognized at amortized cost The majority of Natixis’ loans are variable-rate loans, and their fair value is determined on the basis of discounted future cash flows. The discount rate applied for a given loan is the rate at which Natixis would grant a loan with similar characteristics to a similar counterparty at the reporting date. As these are primarily variable-rate loans, the contractual rate is adjusted according to the trend in market lending rates and in counterparty risk. The fair value of repurchase agreements is calculated by discounting expected cash flows at the market rate on the closing date and adding a liquidity spread. If there is a quoted price that meets the criteria of IFRS 13, the quoted price is used. The fair value of loans with an initial term of less than one year is considered to be the same as their carrying amount. This is also generally the case for financial assets with a term of one year or less and current accounts. The corresponding receivables are classified in Level 2 of the fair value hierarchy. Borrowings and savings The measurement of the fair value of Natixis’ borrowings and debt securities is based on the discounted cash flow method using inputs at the reporting date such as the underlying’s interest-rate curve and the spread applied to lending/borrowing between Natixis and Group entities. The fair value of debts maturing in less than one year is considered to be the same as their carrying amount; these debts are classified in Level 2 of the fair value hierarchy.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 322 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Financial assets at amortized cost 7.6 These are SPPI financial assets held under a “hold to collect” model. The vast majority of loans granted by the Group are classified in this category. Loans and receivables due from banks at amortized cost 7.6.1 (in millions of euros) 31/12/2022 31/12/2021 Unimpaired financial assets (a) Impaired financial assets (b) Total Unimpaired financial assets (a) Impaired financial assets (b) Total Current accounts overdrawn 6,201 0 6,201 6,972 0 6,972 Loans and receivables 68,511 30 68,541 79,764 24 79,789 Security deposits paid Value adjustments for credit losses (42) (24) (66) (5) (24) (29) TOTAL 74,670 6 74,676 86,732 0 86,732 Comprises unimpaired financial assets for which value adjustments are calculated based on 12-month expected credit losses (Stage 1) or lifetime expected (a) credit losses (Stage 2). Impaired financial assets (Stage 3) are assets for which a default event has been identified as defined in Article 178 of the EU Regulation of June 26, 2013 on (b) regulatory requirements for credit institutions.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 323 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Reconciliation of loans and receivables due from banks at amortized cost (in millions of euros) Loans and receivables due from banks at amortized cost Unimpaired assets for which expected credit losses are measured over 12 months (S1 bucket) Unimpaired assets for which expected credit losses are measured on a lifetime basis (S2 bucket) Assets impaired after their origination/ acquisition (S3 bucket) Assets impaired on origination/ acquisition Total Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses BALANCE AS AT 01/01/2021 43,997 (0) 442 (4) 29 (29) 0 0 44,468 (34) New originated or acquired contracts 69,921 0 7 0 0 0 0 0 69,929 0 Changes in contractual cash flows not giving rise to derecognition 0 0 0 0 0 0 0 0 0 0 Variations linked to changes in credit risk parameters (excluding transfers) 688 (1) 5 2 (10) 10 10 (10) 693 1 Financial asset transfers 154 0 (154) 0 0 0 0 0 0 0 Transfers to S1 155 0 (155) 0 0 0 0 0 0 0 Transfers to S2 0 0 0 0 0 0 0 0 0 0 Transfers to S3 0 0 0 0 0 0 0 0 0 0 Transfer to non-current assets held for sale (b) (488) 0 (47) 0 0 0 0 0 (535) 0 Contracts fully repaid or sold during the period (27,822) 0 (87) 0 0 0 0 0 (27,909) 0 Impairment in value (write-off) 0 0 (5) 5 (5) 5 Variations linked to changes in exchange rates 108 0 17 0 0 0 0 0 125 0 Changes in the model used 0 Other movements 3 0 (7) 0 0 0 0 0 (5) 0 BALANCE AS AT 31/12/2021 (A) 86,562 (2) 175 (2) 19 (19) 5 (5) 86,761 (29) New originated or acquired contracts 61,781 (0) 5 (0) 0 0 0 0 61,786 (0) Changes in contractual cash flows not giving rise to derecognition (0) 0 0 0 0 0 0 0 (0) 0 Variations linked to changes in credit risk parameters (excluding transfers) 486 (1) (14) (39) (5) 4 4 (4) 471 (39) Financial asset transfers (40) 0 34 0 6 (0) (0) (0) Transfers to S1 4 (0) (4) 0 0 0 (0) (0) Transfers to S2 (39) 0 39 0 0 0 0 0 Transfers to S3 (6) 0 0 0 6 (0) 0 0 Transfer to non-current assets held for sale (c) (2) 0 0 0 0 0 (2) 0 Contracts fully repaid or sold during the period (74,334) 0 (2) 0 (0) 0 0 0 (74,336) 0 Impairment in value (write-off) 0 0 0 0 0 0 Variations linked to changes in exchange rates 46 (0) 16 2 0 (0) 0 (0) 63 2 Changes in the model used 0 Other movements (0) 0 (0) 0 0 0 0 0 (0) 0 BALANCE AS AT 31/12/2022 74,498 (3) 214 (39) 21 (15) 9 (9) 74,742 (66) Gross carrying amount presented excluding contributions from insurance companies. (a) Corresponds to the assets of H2O classified as “Non-current assets held for sale” since December 31, 2020 and the assets of the Payments business, classified as “Non-current assets (b) held for sale” at December 31, 2021. Corresponds to the assets of AlphaSimplex, classified as “Non-current assets held for sale” at December 31, 2022. (c)Loans and receivables due from customers 7.6.2 (in millions of euros) 31/12/2022 31/12/2021 Unimpaired financial assets (a) Impaired financial assets (b) Total Unimpaired financial assets (a) Impaired financial assets (b) Total Reverse repurchase agreements 1,576 1,576 3,035 3,035 Current accounts overdrawn 2,286 47 2,333 2,104 34 2,138 Finance leases 39 3 41 33 4 37 Others 67,694 2,170 69,864 63,126 3,031 66,157 Security deposits paid 112 112 66 66 Value adjustments for credit losses (290) (960) (1,250) (199) (1,088) (1,287) TOTAL (C) (D) 71,416 1,260 72,676 68,165 1,981 70,146 Comprises unimpaired financial assets for which value adjustments are calculated based on 12-month expected credit losses (Stage 1) or lifetime expected credit losses (Stage 2). (a) Impaired financial assets (Stage 3) are assets for which a default event has been identified as defined in Article 178 of the EU Regulation of June 26, 2013 on regulatory requirements for (b) credit institutions. At December 31, 2022, gross outstanding loans guaranteed by the State (GBLs) amounted to €1,405.4 million (€2,152 million at December 31, 2021) and the associated guarantees (c) received from the State amounted to €1,236.7 million (€1,904 million at December 31, 2021). Of these outstandings, €207.8 million (€143 million at December 31, 2021) were classified as Purchased or Originated Credit Impaired (POCI) and €335 million (€360 million at December 31, 2021) were classified as restructured loans. At December 31, 2022, the gross outstandings that were subject to an (individual) moratorium amounted to €2,838.9 million, compared to €3,336.5 million at December 31, 2021. (d)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 324 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Reconciliation table for Loans and receivables due from customers at amortized cost (in millions of euros) Loans and receivables due from customers at amortized cost Unimpaired assets for which expected credit losses are measured over 12 months (S1 bucket) Unimpaired assets for which expected credit losses are measured on a lifetime basis (S2 bucket) Assets impaired after their origination/ acquisition (S3 bucket) Assets impaired on origination/ acquisition Total Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses Gross carrying amount Value adjustment for credit losses BALANCE AS AT 01/01/2021 50,470 (62) 15,200 (146) 3,323 (1,100) 327 (73) 69,319 (1,380) New originated or acquired contracts 19,103 (32) 2,567 (20) 0 0 257 0 21,927 (53) Changes in contractual cash flows not giving rise to derecognition 0 0 0 0 0 0 0 0 0 0 Variations linked to changes in credit risk parameters (excluding transfers) (3,563) 8 (3,879) 41 (483) (100) 89 (65) (7,836) (116) Financial asset transfers (1,108) 3 743 (4) 365 (53) 0 (55) Transfers to S1 537 (7) (536) 8 (1) 0 0 2 Transfers to S2 (1,594) 9 1,639 (21) (45) 1 0 (10) Transfers to S3 (51) 0 (360) 8 411 (54) (0) (46) Transfer to non-current assets held for sale (a) 2 2 0 Contracts fully repaid or sold during the period (11,456) 10 (2,270) 13 (461) 64 (19) 2 (14,205) 89 Impairment in value (write-off) (273) 266 (10) 10 (282) 276 Variations linked to changes in exchange rates 2,008 (2) 504 (4) 112 (39) 12 (3) 2,636 (48) Changes in the model used 0 0 0 0 0 Other movements (51) (0) (21) (0) (56) 1 0 0 (128) 0 BALANCE AS AT 31/12/2021 55,405 (76) 12,844 (121) 2,527 (961) 657 (129) 71,433 (1,287) New originated or acquired contracts 18,073 (36) 652 (25) 0 0 206 0 18,931 (61) Changes in contractual cash flows not giving rise to derecognition 0 0 0 0 0 0 0 0 0 0 Variations linked to changes in credit risk parameters (excluding transfers) (3,537) 4 (1,457) (3) (404) 5 28 (103) (5,371) (97) Financial asset transfers (1,594) 1 1,596 (62) (2) (124) (3) 0 (187) Transfers to S1 728 (3) (720) 5 (8) 0 0 0 3 Transfers to S2 (2,010) 3 2,569 (72) (559) 2 (1) 0 (68) Transfers to S3 (312) 2 (253) 5 565 (126) (2) (0) (122) Transfer to non-current assets held for sale 0 0 0 Contracts fully repaid or sold during the period (11,475) 17 (1,207) 19 (234) 57 (56) 3 (12,972) 96 Impairment in value (write-off) (319) 318 (36) 34 (355) 352 Variations linked to changes in exchange rates 1,691 (2) 430 (3) 106 (55) 6 (2) 2,233 (61) Changes in the model used 0 0 0 0 0 Other movements 53 (0) (26) 0 (1) (4) 0 0 26 (4) BALANCE AS AT 31/12/2022 58,616 (92) 12,833 (195) 1,752 (771) 726 (192) 73,926 (1,250) Corresponds to the assets of the Payment business, classified as “Non-current assets held for sale” at December 31, 2021. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 325 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Assets and commitments restructured due to financial difficulties 7.6.2.1 The following table lists the financial assets (excluding assets held for trading) and financing commitments subject to amendments to original contract terms or refinancing constituting a concession granted due to the debtor’s financial situation (see Note 5.1.3). (in millions of euros) 31/12/2022 31/12/2021 Gross exposures Value adjust- ments for credit losses Guaran- tees received Gross exposures Value adjust- ments for credit losses Guaran- tees received Restruc- turing: modifi- cations of terms and conditions Restruc- turing: refinan- cing Total Restruc- turing: modifi- cations of terms and conditions Restruc- turing: refinan- cing Total Balance sheet 2,037 324 2,362 532 1,109 1,949 523 2,472 429 1,135 Off-balance sheet 335 335 16 110 345 6 351 2 123 TOTAL 2,372 324 2,696 548 1,220 2,294 529 2,823 432 1,259 (in millions of euros) 31/12/2022 31/12/2021 Total Net exposures Total Net exposures Gross expo- sures Value adjust- ments for credit losses Unim- paired loans Impaired loans Total Gross exposures Value adjust- ments for credit losses Unim- paired loans Impaired loans Total TOTAL 2,696 548 1,502 647 2,149 2,823 432 671 1,721 2,391 of which: France 1100 201 645 254 899 1,094 172 273 649 922 Other EU 810 174 553 83 636 763 99 188 477 665 North America 135 22 6 107 113 305 41 37 226 264 Others 651 151 297 203 500 661 120 173 368 541 Other loans and receivables due from customers 7.6.2.2 (in millions of euros) 31/12/2022 31/12/2021 Unimpaired financial assets (a) Impaired financial assets (b) Total Unimpaired financial assets (a) Impaired financial assets (b) Total Commercial loans 804 59 863 565 52 617 Export credit 2,439 59 2,498 2,549 150 2,699 Cash and consumer credit 38,211 1,217 39,428 35,270 1,833 37,103 Equipment loans 7,601 308 7,909 8,383 410 8,793 Home loans 937 11 948 739 12 751 Other customer loans 17,701 517 18,218 15,620 574 16,194 Value adjustments for credit losses (283) (927) (1,210) (191) (1,065) (1,256) TOTAL 67,411 1,243 68,654 62,935 1,966 64,901 Comprises unimpaired financial assets for which value adjustments are calculated based on 12-month expected credit losses (Stage 1) or lifetime expected (a) credit losses (Stage 2). Impaired financial assets (Stage 3) are assets for which a default event has been identified as defined in Article 178 of the EU Regulation of June 26, 2013 on (b) regulatory requirements for credit institutions.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 326 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Debt securities at amortized cost 7.6.3 (in millions of euros) 31/12/2022 31/12/2021 Unimpaired financial assets (a) Impaired financial assets (b) Total Unimpaired financial assets (a) Impaired financial assets (b) Total Debt instruments 1,392 139 1,531 1,237 133 1,370 Value adjustments for credit losses (0) (96) (97) (6) (88) (94) TOTAL 1,392 42 1,434 1,232 45 1,277 Comprises unimpaired financial assets for which value adjustments are calculated based on 12-month expected credit losses (Stage 1) or lifetime (a) expected credit losses (Stage 2). Impaired financial assets (Stage 3) are assets for which a default event has been identified as defined in Article 178 of the EU Regulation of June 26, (b) 2013 on regulatory requirements for credit institutions. Reconciliation table for debt securities at amortized cost (in millions of euros) Debt securities at amortized cost Unimpaired assets for which expected credit losses are measured over 12 months (S1 bucket) Unimpaired assets for which expected credit losses are measured on a lifetime basis (S2 bucket) Assets impaired after their origination/ acquisition (S3 bucket) Assets impaired on origination/ acquisition Total Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses Gross carrying amount Value adjust- ment for credit losses BALANCE AS AT 01/01/2021 1,389 (5) 494 87 (87) 106 (55) 2,076 (146) New originated or acquired contracts 108 27 - - 135 Changes in contractual cash flows not giving rise to derecognition - - Variations linked to changes in credit risk parameters (excluding transfers) (36) 1 (118) (6) 6 (46) 39 (206) 46 Financial asset transfers 194 (194) (2) (1) Transfers to S1 207 (207) Transfers to S2 (13) 13 (2) (1) Transfers to S3 Contracts fully repaid or sold during the period (574) (130) - - (705) Impairment in value (write-off) (43) 43 (43) 43 Variations linked to changes in exchange rates 63 14 1 (1) 5 (4) 83 (5) Changes in the model used - IFRS 5 – Entities held for sale - - Other movements 30 (30) 30 (30) BALANCE AS AT 31/12/2021 1,144 (4) 93 (2) 81 (81) 52 (7) 1,370 (94) New originated or acquired contracts 346 (0) 346 (0) Changes in contractual cash flows not giving rise to derecognition Variations linked to changes in credit risk parameters (excluding transfers) (158) 0 (24) 2 7 (7) 8 (2) (167) (6) Financial asset transfers 4 (4) Transfers to S1 7 (7) Transfers to S2 (3) 3 Transfers to S3 Contracts fully repaid or sold during the period (82) 4 (5) 0 0 (10) (97) 4 Impairment in value (write-off) Variations linked to changes in exchange rates 75 (0) 4 (0) 0 (0) 1 0 80 (0) Changes in the model used IFRS 5 – Entities held for sale Other movements BALANCE AS AT 31/12/2022 1,329 (0) 63 (0) 88 (88) 51 (8) 1,531 (97)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 327 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Other information relating to financial assets 7.7 Financial assets provided as security against liabilities 7.7.1 The table below shows, inter alia, the carrying amount of: the underlying assets of the covered bond issues; V financial instruments (securities and receivables) deposited with V central banks and assignable as collateral to guarantee refinancing operations at any time. These instruments continue to be disclosed in the consolidated balance sheet in accordance with their original classification. (in millions of euros) 31/12/2022 31/12/2021 Debt instruments 2,796 4,425 Loans and advances 1,355 1,313 Others TOTAL 4,151 5,738Financial assets transferred 7.7.2 The tables below show financial asset transfers according to the amendment to IFRS 7, which distinguishes two categories of transferred assets: transferred financial assets that are not, partially or wholly, derecognized, and transferred financial assets that are fully derecognized, for which Natixis maintains continuing involvement. A financial asset is partially or wholly transferred if Natixis transfers the contractual rights to collect cash flow from the financial asset, or retains the contractual rights to collect cash flow from the financial asset but assumes a contractual obligation to pay those cash flows to one or more beneficiaries. Natixis has continuing involvement in a fully derecognized transferred financial asset if, according to the terms of the transfer, it retains contractual rights or obligations inherent in that asset or obtains or assumes new contractual rights or obligations to that asset. Financial assets transferred but not fully 7.7.2.1 derecognized Transferred financial assets that are not derecognized are essentially composed of the following instruments: repurchased securities; V securities lending backed by cash remittals; V dry securities lending; V securitization for which the counterparties to the associated debts V have recourse only to the transferred assets. These instruments are considered transferred assets because they are the underlying assets of transactions that organize a transfer between Natixis and the assignee of ownership of the assets and the attached cash flows. They are kept on the asset side of the consolidated balance sheet because virtually all of the benefits and risks are maintained, since the securities must be returned to Natixis (unless Natixis defaults). Repurchase agreements (in millions of euros) 31/12/2022 31/12/2021 Carrying amount of assets Carrying amount of associated liabilities Carrying amount of assets Carrying amount of associated liabilities Financial assets at fair value through profit or loss 2,883 3,044 7,977 7,831 Financial assets at fair value through other comprehensive income Loans and receivables at amortized cost TOTAL 2,883 3,044 7,977 7,831 Securities lending (in millions of euros) 31/12/2022 31/12/2021 Carrying amount of assets Carrying amount of assets Financial assets at fair value through profit or loss 1,886 1,540 Financial assets at fair value through other comprehensive income TOTAL 1,886 1,540
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 328 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Securitization assets for which the counterparties to the associated debts have recourse only to the transferred assets (in millions of euros) 31/12/2022 31/12/2021 Carrying amount of assets Carrying amount of associated liabilities Fair value of transferred assets Fair value of associated liabilities Net position Carrying amount of assets Carrying amount of associated liabilities Fair value of transferred assets Fair value of associated liabilities Net position Securitization assets 4,918 4,678 4,918 4,678 (240) 4,015 3,792 4,015 3,792 (223) TOTAL 4,918 4,678 4,918 4,678 (240) 4,015 3,792 4,015 3,792 (223) Fully derecognized transferred financial assets for which continuing involvement 7.7.2.2 is maintained The fully derecognized transferred financial assets for which Natixis maintains continuing involvement include transfers of assets to a deconsolidated securitization vehicle in which Natixis has an interest or an obligation, where these latter do not compromise the transfer of virtually all of the advantages and risks attached to the transferred assets. At December 31, 2022 (as at December 31, 2021), there was no material impact from continuing involvement in a securitization vehicle maintained by Natixis. Financial assets received as security 7.7.3 and able to be sold or reused as security This heading covers financial assets received as security under financial guarantee agreements with the right to reuse the assets in the absence of any default on the part of the owner of the guarantee. The fair value of the financial assets received as security that Natixis may sell or reuse as security was €213 billion at December 31, 2022, versus €230 billion as at December 31, 2021. The fair value of the financial assets received as security that were resold or reused as security was €147 billion at December 31, 2022, versus €163 billion as at December 31, 2021.Financial assets that are past due 7.7.4 but not impaired The table below provides, by type of financial instrument, a breakdown of the age of financial assets which were past due but not individually impaired at the reporting date. It does not take into account impairments based on any portfolios that may have been created. Past due assets are assets in arrears (i.e. missed principal or interest payments), but which have not yet been impaired. For overdrafts, arrears are counted as of the date when the client is notified; the amount shown represents the total overdraft. “Technical” delinquencies, meaning those related to incidents occurring in the collection process and unrelated to the counterparty’s financial situation, are included. The age of each amount in arrears is determined according to the age of the first missed payment on the balance in question. The breakdown for the period is prepared on the basis of the first missed payment. Type of assets (in millions of euros) Payment arrears as at 31/12/2022 Payment arrears as at 31/12/2021 ≤ 90 days > 90 days ≤ 180 days > 180 days ≤ 1 year > 1 year Total ≤ 90 days > 90 days ≤ 180 days > 180 days ≤ 1 year > 1 year Total Loans and receivables due from banks Customer loans and receivables 1,441 1,441 349 349 Other financial assets TOTAL 1,441 1,441 349 349
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 329 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Deferred tax assets and liabilities 7.8 (in millions of euros) 31/12/2022 31/12/2021 Standard Deferred tax assets Deferred tax liabilities Standard Deferred tax assets Deferred tax liabilities Sources of deferred taxes (a) Tax amortization of goodwill (b) (1,387) (1,286) Provision for employee benefits 180 232 Other non-deducted provisions 738 724 Non-deducted accrued expenses (including deferred compensation) 674 688 Elimination of equalization reserve 0 Other sources of deferred tax through profit or loss 212 38 Ordinary tax losses 5,647 6,263 Unrecognized sources of deferred tax (2,418) (3,624) TOTAL SOURCES OF DEFERRED TAX THROUGH PROFIT OR LOSS 3,646 1,453 392 3,035 1,201 362 Sources of deferred tax on recyclable OCI 169 (43) (2) 141 (33) 0 Sources of deferred tax on non-recyclable OCI (455) (72) 57 176 58 92 TOTAL SOURCES OF DEFERRED TAX 3,360 1,338 447 3,352 1,226 454 Positive amounts represent sources of deferred tax giving rise to deferred tax assets, while negative amounts represent sources giving rise to deferred tax (a) liabilities. Deferred tax related to the tax amortization of goodwill in the United States. (b) Breakdown of deferred tax assets on losses by geographic area (in millions of euros) 31/12/2022 31/12/2021 Legal carry forward period Max. period of capitalization Deferred tax assets on losses by geographic area France (a) 728 533 Unlimited 10 years United States 71 85 Unlimited (b) 10 years (c) United Kingdom 27 18 Unlimited 10 years Others 55 68 TOTAL 881 704 The basis for the loss recognized in France is €2,821 million out of a total tax loss carryforward of €3,151 million. At December 31, 2022, Natixis conducted (a) tests to measure the potential impact on deferred tax assets of the assumptions applied when implementing its tax business plans. These tests, which measure the impact of a variation of +/-10% in NBI growth assumptions, confirm the probability that Natixis will be able to offset its tax losses against future taxable profits, used as part of the capitalization of deferred tax. Except for tax losses that arose prior to January 1, 2018 (limited to 20 years). (b) Concerning the federal deficit, the “State” and “City” portions may be capitalized over longer periods (limited to the legal time limit). (c)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 330 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Accrual accounts, other assets and liabilities 7.9 This heading corresponds to technical accounts, details of which are given below: Other assets and miscellaneous uses 7.9.1 (in millions of euros) 31/12/2022 31/12/2021 Accrual accounts 1,853 1,589 Securities settlement accounts 12 22 Other items and miscellaneous assets 163 201 Security deposits paid 228 196 Other miscellaneous debtors 2,770 2,413 Other assets 215 217 TOTAL 5,241 4,637Other liabilities 7.9.2 (in millions of euros) 31/12/2022 31/12/2021 Accrual accounts 3,472 2,496 Miscellaneous creditors 430 662 Securities settlement accounts 28 12 Security deposits received 0 0 Lease liabilities 847 737 Miscellaneous liabilities 1,998 2,528 Others 0 0 TOTAL 6,776 6,435
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 331 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Non-current assets and liabilities held for sale 7.10 The table below presents a breakdown of the items “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale”, by major category. At December 31, 2022, the items “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale related to the assets and liabilities of AlphaSimplex Group (see Note 2.6). At December 31, 2021, the items “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale” concern the assets and liabilities of the Insurance and Payments business lines and those of Natixis Immo Exploitation (NIE) to be transferred to BPCE, as well as those of H2O (see Notes 1.2 and 2.6). (in millions of euros) Notes 31/12/2021 Insurance Payment Natixis Immo Exploitation H2O Cash, central banks 0 0 Financial assets at fair value through profit or loss 188 1 187 Financial assets at fair value through other comprehensive income 12 12 Loans and receivables due from banks and similar items at amortized cost 7.10.1 957 294 525 10 129 Customer loans and receivables at amortized cost 8 8 Insurance business investments 7.10.2 122,691 122,691 Current tax assets 4 1 3 1 Deferred tax assets 54 26 12 (5) 21 Accruals and miscellaneous assets 664 300 192 109 63 Investments in associates 196 196 Property, plant and equipment 7.10.3 559 45 39 476 (1) Intangible assets 7.10.3 316 148 167 Goodwill 231 93 137 Non-current assets held for sale 125,880 123,793 1,084 601 401 Central banks 0 Financial liabilities at fair value through profit or loss 7.10.5 5,523 5,523 Deposits and loans due to banks and similar items 7.10.6 3,016 3,014 1 Deposits and loans due to customers 7.10.6 120 120 0 Current tax liabilities 28 1 10 17 Deferred tax liabilities 39 36 2 2 Accruals and miscellaneous liabilities 1,554 314 657 524 59 Liabilities related to insurance policies 7.10.4 113,747 113,747 Provisions 89 42 23 23 0 Subordinated debt 251 251 Liabilities related to non-current assets held for sale 124,366 122,928 813 549 76 Financing commitments given 12 12 Financing commitments received 0 Guarantee commitments given 21 14 7 Guarantee commitments received from banks 3,903 3,903
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 332 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Property, plant and equipment and intangible assets 7.11 (in millions of euros) 31/12/2022 31/12/2021 Gross value Impairment and amortization Net value Gross value Impairment and amortization Net value Property, plant and equipment 2,199 (1,152) 1,047 2,231 (1,267) 964 Land and buildings 297 (232) 65 320 (243) 77 Rights of use in respect of leases (lessees) 1,026 (243) 783 1,060 (380) 680 o/w immovable assets 1,023 (241) 782 1,056 (378) 678 o/w movable assets 3 (2) 1 4 (2) 2 Others 877 (678) 199 851 (644) 207 Intangible assets 1,319 (872) 447 1,178 (830) 348 Goodwill 20 (1) 19 20 (1) 19 Software 872 (766) 106 828 (723) 104 Others 428 (105) 322 331 (106) 225 TOTAL 3,519 (2,024) 1,494 3,409 (2,097) 1,312 December 31, 2022 (in millions of euros) Gross value 01/01/2022 Increase Decrease Change in consolidation scope and other items (a) Gross value 31/12/2022 Property, plant and equipment 2,231 207 (201) (38) 2,200 Land and buildings 320 6 (32) 2 297 Property, plant and equipment provided under operating leases Rights of use in respect of leases (lessees) 1,060 158 (144) (48) 1,026 o/w immovable assets 1,056 158 (143) (48) 1,023 o/w movable assets 4 0 (1) 0 3 Others 851 43 (25) 8 877 Intangible assets 1,178 152 (31) 19 1,319 Goodwill 20 0 0 0 20 Software 828 44 (15) 15 872 Others 331 108 (16) 4 428 TOTAL 3,409 359 (232) (19) 3,519 Including -€19.9 million for AlphaSimplex Group, classified as “Non-current assets held for sale” at December 31, 2022 (see Note 2.6). (a) December 31, 2021 (in millions of euros) Gross value 01/01/2021 Increase Decrease Change in consolidation scope and other items (a) Gross value 31/12/2021 Property, plant and equipment 2,517 588 (118) (756) 2,231 Land and buildings 371 81 (1) (131) 320 Property, plant and equipment provided under operating leases Rights of use in respect of leases (lessees) 1,241 427 (85) (523) 1,060 o/w immovable assets 1,238 426 (85) (523) 1,056 o/w movable assets 3 1 (0) (0) 4 Others 905 80 (32) (102) 852 Intangible assets 1,899 189 (124) (785) 1,178 Goodwill 30 1 0 (12) 20 Software 1,471 113 (124) (632) 828 Others 398 74 (0) (141) 331 TOTAL 4,416 777 (243) (1,541) 3,409 Including -€1,539.6 million for the Insurance, Payments and Natixis Immo Exploitation business lines classified as “Non-current assets held for sale” (a) at December 31, 2021 (see Notes 1.2 and 7.10 of the financial statements of December 31, 2021).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 333 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Assets obtained by taking possession of guarantees 7.12 At December 31, 2022, Natixis has assets on its balance sheet obtained by taking possession of guarantees. These are variable-income securities classified as financial assets at fair value through other comprehensive income for €147 million at December 31, 2022 (€153.4 million initial value) and corresponding to securities received as part of the exercise of a guarantee.Goodwill 7.13 At December 31, 2022 (in millions of euros) 01/01/2022 31/12/2022 Opening balance Acqui- sitions during the period (b) Transfers Impair- ment Trans- lation adjust- ments Transfers to “Assets held for sale” (c) Reclassi- fications Other movements Closing balance Asset & Wealth Management (a) 3,297 27 91 (48) (18) 3,350 Corporate & Investment Banking 143 3 147 Insurance 0 0 Payments 0 0 TOTAL 3,440 27 0 0 95 (48) 0 (18) 3,496 Certain goodwill recorded for the United States gives rise to a tax amortization over 15 years due to the difference between the carrying amount of (a) the goodwill and its tax value. This difference in treatment generated a deferred tax liability of €373.2 million as at December 31, 2022. Recognition of goodwill of +€27.2 million in the second quarter of 2022 in connection with the acquisition of 100% of the SunFunder entity by Mirova (b) within the Asset Management business line. Reclassification under “Assets held for sale” of goodwill for the entity AlphaSimplex Group (ASG) in the Asset Management division for an amount of (c) -€47.9 million taking into account the ongoing disposal of this affiliate (see Note 2.6). At December 31, 2021 (in millions of euros) 01/01/2021 31/12/2021 Opening balance Acqui- sitions during the period (b) Transfers Impair- ment Trans- lation adjust- ments Transfers to “Assets held for sale” (c) Reclassi- fications Other movements Closing balance Asset & Wealth Management (a) 3,168 30 104 (5) 3,297 Corporate & Investment Banking 135 9 143 Insurance 93 (93) 0 Payments 137 1 (137) 0 TOTAL 3,533 31 0 0 113 (231) 0 (5) 3,440 Certain goodwill recorded for the United States gives rise to a tax amortization over 15 years due to the difference between the carrying amount of (a) the goodwill and its tax value. This difference in treatment generated a deferred tax liability of €349.3 million as at December 31, 2021. €30 million corresponding to the goodwill recognized on the acquisition of 100% of the entity AEW UK Investment Management LLP previously held (b) at 50% and +€0.8 million from the acquisition of the Jackpot entity within the Payments division. -€231 million corresponding to the reclassification of the goodwill of the Insurance and Payments division as assets held for sale. (c)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 334 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Due to banks and customer deposits 7.14 Amounts due to banks and customer deposits are presented by type of deposit (demand or term deposits). They are measured in accordance with IFRS 9 within other financial liabilities using the amortized cost method. Amounts due to credit 7.14.1 (in millions of euros) 31/12/2022 31/12/2021 Current accounts 5,713 4,028 Deposits and loans 96,109 125,801 Repurchase agreements 1,617 5,985 Security deposits received 108 48 Other debts 4,701 1 TOTAL 108,249 135,863 The fair value of debts due to banks is provided in Note 7.5.4.Customer deposits 7.14.2 (in millions of euros) 31/12/2022 31/12/2021 Current accounts 29,454 24,741 Deposits and loans 6,018 7,526 Repurchase agreements 130 797 Special savings accounts 254 174 Factoring accounts Security deposits received Other debts 726 1,104 Accrued interest 83 12 TOTAL 36,664 34,355 The fair value of customer deposits is presented in Note 7.5.4.Debt securities 7.15 Debt securities (interest-bearing notes, interbank market securities, etc.) are broken down by type of security, excluding subordinated securities which are included within “Subordinated debt”. (in millions of euros) 31/12/2022 31/12/2021 Marketable debt instruments 43,673 36,337 Bonds 1,642 1,747 Other debt securities 677 640 TOTAL 45,992 38,723 The fair value of debt securities is presented in Note 7.5.4.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 335 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Subordinated debt 7.16 Subordinated debt differs from advances and bonds issued in that it is repaid after all senior and unsecured creditors, but before the repayment of participating loans and securities and deeply subordinated securities. Subordinated debt is valued at amortized cost. (in millions of euros) 31/12/2022 31/12/2021 Dated subordinated debt (a) 2,968 4,018 Perpetual subordinated debt 45 45 Accrued interest 10 10 TOTAL 3,023 4,073 The main characteristics of the issues of subordinated notes are given on the Natixis website (www.natixis.groupebpce.com). Subordinated debt issuance agreements do not incorporate a clause providing for early redemption in the event that the covenants are not observed. (a) The fair value of subordinated debt is given in Note 7.5.4. Change in subordinated debt over the 2022 fiscal year (in millions of euros) 31/12/2021 Issues Redemptions Translation adjustments Changes in scope Others (a) 31/12/2022 Other dated subordinated debt 4,018 (1,020) (31) 2,968 Subordinated notes 168 (20) (31) 118 Subordinated loans 3,850 (1,000) 2,850 Other undated subordinated debt 45 45 Deeply subordinated notes Subordinated notes 45 45 Subordinated loans TOTAL 4,063 (1,020) (31) 3,013 This table does not include accrued interest. Other changes mainly concern the revaluation of hedged debts. (a) Change in subordinated debt over the 2021 fiscal year (in millions of euros) 31/12/2020 Issues Redemptions Translation adjustments Reclassification as liabilities held for sale (b) Others (a) 31/12/2021 Other dated subordinated debt 3,629 1,800 (1,400) (10) 4,018 Subordinated notes 679 (500) (10) 168 Subordinated loans 2,950 1,800 (900) 3,850 Other undated subordinated debt 296 (251) 45 Deeply subordinated notes 0 Subordinated notes 45 45 Subordinated loans 251 (251) TOTAL 3,925 1,800 (1,400) (251) (10) 4,063 This table does not include accrued interest. Other changes mainly concern the revaluation of hedged debts. (a) Concerns the Insurance business line classified as “Liabilities related to non-current assets held for sale” at December 31, 2021. (b)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 336 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Provisions and impairment 7.17 The table below does not include value adjustments for credit losses of financial assets measured at amortized cost (see Note 5.1.3) and at fair value through shareholders’ equity (see Note 5.1.4), as well as financing and guarantee commitments given (see Note 5.20). At December 31, 2022 (in millions of euros) 01/01/2022 Increase Reversal (utilized provisions) Reversal (surplus provisions) Translation adjustments Others 31/12/2022 Counterparty risks 718 426 (13) (441) 37 4 732 Financing and guarantee commitments 205 419 0 (430) 3 0 198 Litigation (a) 509 0 (8) (2) 34 0 532 Other provisions 3 7 (4) (9) 0 4 2 Impairment risks 148 0 (141) 0 0 (4) 3 Long-term investments 148 0 (141) 0 0 (4) 3 Real estate developments 0 0 0 0 0 0 0 Other provisions 0 0 0 0 0 0 0 Employee benefit obligations 532 126 (169) (21) 1 (45) 423 Operational risks 182 47 (52) (4) 3 (1) 175 TOTAL CONTINGENCY RESERVES 1,580 599 (375) (467) 42 (46) 1,333 Of which €339.7 million in provisions at December 31, 2022 in respect of the Madoff fraud exposure (see Section 3.2.10 of Chapter [3] “Risk factors, risk (a) management and Pillar III” of the 2022 universal registration document). At December 31, 2021 (in millions of euros) 01/01/2021 Increase Reversal (utilized provisions) Reversal (surplus provisions) Translation adjustments Others (b) 31/12/2021 Counterparty risks 890 519 (259) (481) 48 0 718 Financing and guarantee commitments 168 506 (474) 6 1 205 Litigation (a) 714 9 (255) (1) 42 0 509 Other provisions 8 5 (3) (6) 0 (0) 3 Impairment risks 61 110 0 (0) 0 (23) 148 Long-term investments 61 87 0 (0) 0 0 148 Real estate developments 0 0 0 (0) 0 0 0 Other provisions 0 23 0 0 0 (23) 0 Employee benefit obligations 502 153 (89) (14) 10 (30) 532 Operational risks 170 109 (21) (35) 3 (44) 182 TOTAL CONTINGENCY RESERVES 1,623 891 (368) (530) 61 (97) 1,580 Of which €319.3 million in provisions at December 31, 2021 for the Madoff fraud exposure (see Section 3.2.10 of Chapter [3] “Risk factors, risk management (a) and Pillar III”). The decrease in this provision during the fiscal year was mainly due to the write-off, fully covered by provisions, of certain assets deposited in Natixis’ name following the confirmation of their liquidation. Mainly corresponds to the impact of the actuarial valuation of the defined benefit plans for -€31.6 million and the reclassification in “Liabilities related to (b) non-current assets held for sale” of the Insurance, Payments and Natixis Immo Exploitation business lines at December 31, 2021 for -€42.1 million.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 337 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Breakdown of financial assets and liabilities by contractual maturity 7.18 The table below presents the balances of financial assets and liabilities by contractual maturity in the balance sheet. Variable-income assets, derivative financial instruments for trading and hedging purposes as well as revaluations of components hedged or unhedged by financial assets and liabilities are considered as having a “perpetual” maturity. Likewise, delinquencies and non-performing loans are deemed to have a “perpetual” maturity. Uses (in billions of euros) 31/12/2022 31/12/2021 Less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Un- dated Total Less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Un- dated Total Cash and amounts due from central banks 45 45 49 49 Assets at fair value through profit and loss – excluding trading derivatives 0 0 0 1 0 143 144 0 0 0 0 0 156 157 Derivative instruments not eligible for hedge accounting 69 69 55 55 Hedging derivatives 1 1 0 0 Financial assets at fair value through other comprehensive income 0 0 0 1 7 1 10 0 1 0 1 8 1 12 Loans and receivables due from credit institutions 9 0 50 6 9 0 75 11 2 4 61 9 0 87 Customer loans and receivables 16 7 7 29 12 1 73 13 7 9 28 12 2 70 Debt instruments at amortized cost 0 0 0 1 0 1 0 0 0 1 0 1 Revaluation adjustments on portfolios hedged against interest rate risk TOTAL 70 8 58 37 30 214 416 73 10 14 90 30 214 431 Resources (in billions of euros) 31/12/2022 31/12/2021 Less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Un- dated Total Less than 1 month 1 to 3 months 3 months to 1 year 1 to 5 years Over 5 years Un- dated Total Due to central banks Financial liabilities at fair value through profit or loss 11 0 0 1 12 114 137 7 0 0 1 14 126 149 o/w repurchase agreements 75 75 88 88 Secured debt 10 0 0 1 12 39 62 7 0 0 1 14 38 61 o/w senior debt Unsecured debt 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o/w senior debt Covered bonds 0 0 Trading derivatives 68 68 52 52 Hedging derivatives 0 0 0 0 Amounts due to credit institutions 20 6 19 61 3 0 108 31 6 22 75 2 1 136 o/w repurchase agreements 2 2 5 1 6 Customer deposits 25 5 4 1 1 0 37 28 3 2 0 1 0 34 Debt securities 20 10 14 1 1 0 46 16 8 13 1 1 0 39 o/w secured debt Covered bonds Subordinated debt 0 0 0 3 0 3 0 0 0 4 0 4 FINANCIAL LIABILITIES BY MATURITY 76 20 38 64 19 182 400 82 17 37 77 22 179 414 FINANCING COMMITMENTS GIVEN 1 4 10 42 7 64 2 4 11 40 7 63 GUARANTEE COMMITMENTS GIVEN 2 4 10 14 3 32 1 3 7 16 1 28
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 338 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Financial instruments subject to the index reform 7.19 The table below shows the financial instruments by index to be transitioned as part of the index reform. The data presented are taken from the ALM management databases and concern financial instruments with maturities exceeding June 30, 2023 for USD LIBOR and SOR, June 28, 2024 for CDOR and December 31, 2024 for SIBOR. The following agreements have been taken into account: financial assets and liabilities excluding derivatives are presented V on the basis of their par value (outstanding capital), excluding provisions, with the exception of fixed-rate securities (excluding issues) which have been deferred, including valuation; derivatives are presented on the basis of their notional value at V December 31, 2022; repurchase agreements are broken down before accounting V offsetting; for derivatives comprising a borrowing leg and a lending leg, each V exposed to a benchmark rate, the two legs have been reported in the notes to the financial statements to effectively reflect Natixis’ exposure to the benchmark rates on these two legs. December 31, 2022 (in millions of euros) Replacement RFR 31/12/2022 Financial assets Financial liabilities Derivatives (notional) LIBOR – London Interbank Offered Rate – USD Secured Overnight Financing Rate (SOFR) 10,925 4,519 2,596,606 SOR – Swap Offer Rate SORA – Singapore Overnight Rate Average 95 10 3,617 SIBOR – Singapore Interbank Offered Rate SORA – Singapore Overnight Rate Average 0 0 140 CDOR – Canadian Dollar Offered Rate Canadian Overnight Repo Rate Average (CORRA) 236 1 3,205 TOTAL 11,257 4,530 2,603,569 December 31, 2021 (in millions of euros) 31/12/2021 Financial assets Financial liabilities Derivatives (notional) EURIBOR – Euro Interbank Offered Rate Euro Short-Term Rate (€STER) 44,239 19,505 2,572,929 EONIA – Euro OverNight Index Average Euro Short-Term Rate (€STER) 175 278 4,944 LIBOR - London Interbank Offered Rate - GBP Reformed Sterling Overnight Index Average (SONIA) 862 0 130,630 LIBOR – London Interbank Offered Rate – CHF Swiss Average Rate Overnight (SARON) 184 3 30,522 LIBOR – London Interbank Offered Rate – JPY Tokyo Overnight Average (TONA) 478 1,154 126,100 LIBOR – London Interbank Offered Rate – EUR Euro Short-Term Rate (€STER) 220 0 261 LIBOR – London Interbank Offered Rate – USD 1W – 2M Secured Overnight Financing Rate (SOFR) 1,611 0 0 LIBOR – London Interbank Offered Rate – USD excluding tenors 1W – 2M 1 Secured Overnight Financing Rate (SOFR) 12,905 4,303 1,959,706 TOTAL 60,674 25,244 4,825,093
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 339 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Segment reporting Note 8 In July 2021, Groupe BPCE presented its new strategic plan, “BPCE 2024”. This development plan is based on three strategic priorities (Winning Spirit, Client, Climate) and three key principles (Simple, Innovative, Secure), and contains ambitious targets for the Retail Banking and Insurance and Global Financial Services business lines. Natixis’ business lines are fully in line with this strategic plan. Natixis is now organized around the following two divisions: Asset & Wealth Management, which includes the Asset V Management business line of Natixis Investment Managers and the Wealth Management business line (including employee savings schemes); Corporate & Investment Banking, which advises businesses, V institutional investors, insurance companies, banks and public sector entities and offers them a diversified line of financing solutions as well as access to Capital Markets. Its duties are threefold: to strengthen the bank’s client focus, to serve as a meeting place between issuers and investors and to roll out the “Originate to Distribute” model to optimize the rotation of the bank’s balance sheet via active management of the loan book. The Insurance and Payments divisions were transferred to BPCE during the first quarter of 2022 (see Note 1.2 Significant events). The activities of Private Equity (a proprietary activity managed in run-off mode, and portion of sponsored funds) and Natixis Algérie, which are still considered non-strategic, are part of the Corporate Center. Based on this organizational structure, Senior Management monitors businesses’ performance over the period, it draws up business plans and manages operations. In accordance with IFRS 8 “Operating segments”, this is the segmentation used by Natixis to define its operating segments. Asset & Wealth Management 8.1 Asset Management: Asset Management activities are brought V together within Natixis Investment Managers. They cover all asset classes and are carried out mainly in the US and France. These activities are performed by autonomous entities (specialized management companies and specialized distribution units) coordinated by a holding company that ensures the organization’s consistency by overseeing its strategic direction. These companies are thus able to focus on their core business and on achieving robust performance, while retaining the option of developing their own institutional clientele and drawing on the business line’s other support functions, based on appropriate economic models. Many of these Asset Management companies are well-known, such as Loomis Sayles, Harris Associates, AEW, Mirova, DNCA and Ostrum Asset Management (which joined La Banque Postale Asset Management’s fixed income and insurance-related activities at the end-2020). Natixis Investment Managers continued its gradual divestment from H2O Asset Management with the entry into force on March 25, 2022 of the agreement to dispose of Natixis Investment Managers’ stake in H2O. The latter takes place in two stages: disposal of 26.61% of the share capital on March 25, 2022; V disposal within four years and no later than six years subject to V regulatory approvals of the remaining 23.4%. Following this transaction, Natixis Investment Managers lost control of H2O, which is therefore no longer consolidated in its financial statements (see Note 1.2.2). Together, these specialized Asset Management companies enable the Group to provide a comprehensive range of expertise meeting demand from all client segments. Coverage of the various client segments is optimized by the organization of distribution around a shared platform and the business franchises developed over the long term by the Asset Management companies. Since the beginning of 2014, the Private Equity managed on behalf of third parties has reported to Natixis Investment Managers. The teams have extensive expertise in equity financing for generally unlisted, small and medium-sized enterprises in France and Europe via sponsored equity holdings. Wealth Management: this business line covers Wealth V Management activities in France and Luxembourg and Asset Management. Natixis Wealth Management holds a key place on the French market. The bank offers clients who are business owners, senior executives or those holding family capital, Wealth Management and financial solutions to support them over the long term. It offers advisory services, financial planning and expertise, and mutual fund unit management solutions. Corporate & Investment 8.2 Banking Corporate & Investment Banking (Natixis CIB) serves corporate clients, institutional investors, financial sponsors, public sector entities and the Groupe BPCE networks. It advises them and develops innovative tailor-made solutions to support their strategy by drawing on the full range of its expertise in consultancy, investment banking, financing, commercial banking and on the Capital Markets. Numerous impact financing initiatives have been carried out by Natixis CIB, which has strengthened its position there by being at the forefront of innovation with many French and international clients. Its organization changed in 2021 to adapt to major trends and contribute to the major challenges of the sector. Corporate & Investment Banking’s areas of expertise are: Capital Markets: a wide range of diversified, standard and bespoke V products and solutions on the fixed income, credit, forex, commodities and equities markets; Financing: origination, arrangement and syndication of real assets, V classic and Structured Financing, as well as portfolio management for all financing under an originate-to-distribute (O2D) model; Global Trade: cash management, trade finance, export finance and V commodity trade solutions; Investment Banking: acquisition & strategic finance, financing on V the primary markets for bonds and equities, financial engineering applied to holdings, and financial structure and rating advisory services; Mergers & Acquisitions: preparation and execution of disposals V and mergers, fund-raising, restructuring and capital protection.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 340 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 These areas of expertise are adapted locally across the following three international platforms: North and South America; V Asia-Pacific; V EMEA (Europe, the Middle East and Africa). V Two cross-functional teams provide vital support to the business lines, with the aim of informing the investment and hedging decisions of Natixis CIB clients by providing key information and in-depth analyses on all asset classes: the Green & Sustainable Hub for ecological and social topics; V research for major macro-economic trends, market movements V and geopolitical developments. Corporate Center 8.3 In addition to these operational divisions, there are Corporate Center activities, which primarily include central financial mechanisms and revenues and costs related to Natixis’ asset and liability management. It also includes the results of the bank’s portfolio of investments that are not part of the activity of a division, as well as Private Equity activities on its own behalf (managed in run-off mode), those of Natixis Algérie, institutional activities on behalf of the French State and the subsidiary Agency as well as the expenses relating to the contribution to the Single Resolution Fund. Segment reporting 8.4 At December 31, 2022 (in millions of euros) 31/12/2022 Asset & Wealth Management Corporate & Investment Banking Corporate Center Total Residual item from discontinued operations Total reported Net banking income 3,349 3,594 183 7,126 38 7,164 Change 2021/2022 (a) (12)% 1% 16% (5)% (4)% Expenses (2,638) (2,469) (498) (5,605) (51) (5,656) Change 2021/2022 (a) (4)% 2% (9)% (2)% (1)% Gross operating income 711 1,125 (315) 1,521 (13) 1,508 Change 2021/2022 (a) (31)% 1% (19)% (14)% (14)% Cost of risk 5 (252) (40) (287) (287) Change 2021/2022 (a) (232)% 51% 259% 58% 58% Net operating income 716 872 (354) 1,234 (13) 1,221 Change 2021/2022 (a) (30)% (8)% (12)% (22)% (23)% Associates 0 12 (0) 13 13 Change 2021/2022 (a) (72)% 19% 8% 8% Others 6 (0) 25 31 31 Change 2021/2022 (a) (115)% 36% 26% Income before tax 722 884 (329) 1,277 (13) 1,265 Change 2021/2022 (a) (30)% (8)% (14)% (21)% (22)% Net income (Group share) 479 651 680 1,809 (9) 1,800 Change 2021/2022 (a) (33)% (7)% TOTAL BALANCE SHEET ASSETS 6,384 325,077 97,359 428,821 428,821 TOTAL BALANCE SHEET LIABILITIES 6,384 325,077 97,359 428,821 428,821 This information is determined based on the accounting principles applied in accordance with IFRS as adopted by the European Union at December 31, 2022. Restated change between December 31, 2022 and December 31, 2021. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 341 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown of Net banking income (in millions of euros) Net banking income Change 2021/2022 Asset & Wealth Management 3,349 (12)% Asset Management 3,171 (12)% Wealth Management 178 (3)% CIB 3,594 1% Capital Markets 1,671 14% Global Finance & Investment Banking 1,932 (8)% Others (10) Corporate Center 183 16% Residual item from discontinued operations 38 TOTAL 7,164 (4)% At December 31, 2021 – Restated The segment income items at December 31, 2021 restated below are presented based on the new organization of the business lines adopted by Natixis on December 31, 2022. The restatements made with regard to the published consolidated net income data at December 31, 2021 are intended to facilitate comparison with the segment income information at December 31, 2022. They include: the elimination of the net income contribution of the Insurance and V Payments business lines and the Natixis Immo Exploitation entity; the elimination of the gain or loss on the disposal of 29.5% of the V stake in Coface, as well as the restatement of the contribution to Natixis’ consolidated income as of June 30, 2021 from H2O; the modeling of the new services of Natixis’ support functions V implemented with the business lines transferred; the modeling of the reallocation of support function costs, V including the services provided by BPCE for these functions, according to the methodology followed in 2022, which is more direct, and which results for the business lines in a deduction from NBI when it concerns a reallocation of the costs of the simulated central institution contribution, or a recognition in operating expenses concerning the other reallocated expenses; the classification in Net Banking Income of IT services which V continue to be provided by Natixis S.A. to the entities sold and now outside the Natixis consolidation group due to transfer/disposal transactions. (in millions of euros) 31/12/2021* Asset & Wealth Management Corporate & Investment Banking Corporate Center Total restated Net banking income 3,790 3,548 158 7,497 Expenses (2,758) (2,430) (549) (5,737) Gross operating income 1,033 1,118 (390) 1,761 Cost of risk (4) (167) (11) (181) Net operating income 1,029 952 (401) 1,579 Associates 1 10 (0) 12 Others 6 1 18 25 Income before tax 1,036 963 (383) 1,616 NET INCOME (GROUP SHARE) 709 696 (338) 1,068 This information is presented according to the new organization of the business lines adopted by Natixis at December 31, 2022. *
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 342 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Reported December 31, 2021 (in millions of euros) 31/12/2021 Asset & Wealth Management Corporate & Investment Banking Insurance Payments Corporate Center Total Net banking income 3,921 3,553 185 7,658 Change 2020/2021 (a) 22% 35% 61% 5% Expenses (2,842) (2,373) (644) (5,858) Change 2020/2021 (a) 19% 16% 25% 1% Gross operating income 1,079 1,180 (459) 1,800 Change 2020/2021 (a) 30% 101% 14% 22% Cost of risk (4) (167) (11) (181) Change 2020/2021 (a) (87)% (80)% 38% (79)% Net operating income 1,075 1,013 (471) 1,618 Change 2020/2021 (a) 34% 15% 158% Associates 1 10 7 19 Change 2020/2021 (a) 18% 4% Others (79) 1 22 (55) Change 2020/2021 (a) 42% (70)% Income before tax 998 1,024 (440) 1,582 Change 2020/2021 (a) 33% (25)% Profit from discontinued operations 350 29 379 Change 2020/2021 (a) Net income (Group share) 637 742 350 29 (356) 1,403 Change 2020/2021 (a) 40% 28% (11)% (28)% TOTAL BALANCE SHEET ASSETS 7,318 312,334 122,427 595 125,919 568,594 TOTAL BALANCE SHEET LIABILITIES 7,318 312,334 122,427 595 125,919 568,594 This information is determined based on the accounting principles applied in accordance with IFRS as adopted by the European Union at December 31, 2021. Restated change between December 31, 2021 and December 31, 2020. (a) Breakdown of Net banking income (in millions of euros) Net banking income Change 2020/2021 Asset & Wealth Management 3,921 22% Asset Management 3,625 23% Wealth Management 185 4% Employee savings schemes 110 11% Corporate & Investment Banking 3,553 35% Capital Markets 1,462 57% Global Finance & Investment Banking 2,112 24% Others (21) Insurance 0 Payments 0 Corporate Center 185 61% TOTAL 7,658 5%
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 343 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Other disclosures 8.5 December 31, 2022 (in millions of euros) France Other EU North America Other OECD Countries not broken down Total Net banking income 2,940 516 2,927 187 595 7,164 Net income for the period – Group share 953 85 572 46 143 1,800 TOTAL ASSETS 335,625 13,993 40,799 22,077 16,327 428,821 December 31, 2021 (in millions of euros) France Other EU North America Other OECD (a) Countries not broken down Total Net banking income 2,906 316 3,147 713 576 7,658 Net income for the period – Group share 441 94 537 187 143 1,403 TOTAL ASSETS 464,551 16,708 41,639 28,787 16,910 568,594 Including United Kingdom. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 344 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Risk management Note 9 Credit risk and counterparty risk 9.1 The information on risk management required under IFRS 7, with the exception of the disclosures given below, is presented in Section 3.2.4 of Chapter [3] “Risk factors, risk management and Pillar III”.Risk profile 9.1.1 This table aims to present (excluding contributions from insurance companies) the breakdown by credit risk category of the various accounting outstandings eligible for IFRS 9 provisioning (broken down into S1, S2 and S3), and the corresponding impairments and provisions. The credit risk categories are represented by the IFRS 9 probability of default ranges associated with the central scenario (see Note 5.3). At December 31, 2022 (in millions of euros) Gross carrying amount Impairment or provisions for expected credit losses Net PD scale PD scale 0.00 to < 0.05 0.05 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 100.0 100.0 0.00 to < 0.05 0.05 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 100.0 100.0 Debt instruments at fair value through other comprehensive income 8,744 0 0 0 0 0 1 0 0 0 0 0 8,743 S1 8,744 0 0 0 0 0 1 0 0 0 0 0 8,743 S2 0 S3 0 Securities at amortized cost 1,392 0 0 0 0 139 0 0 0 0 0 96 1,434 S1 1,329 0 0 0 0 0 0 0 0 0 0 0 1,329 S2 63 0 0 0 0 0 0 0 0 0 0 0 63 S3 0 0 0 0 0 139 0 0 0 0 0 96 42 Loans and receivables due from credit institutions and similar items at amortized cost 74,697 14 0 1 0 30 21 20 0 1 0 24 74,676 S1 74,498 0 0 0 0 0 3 0 0 0 0 0 74,495 S2 200 14 0 1 0 0 18 20 0 1 0 0 176 S3 0 0 0 0 0 30 0 0 0 0 0 24 6 Loans and receivables due from customers at amortized cost 66,810 2,368 716 1,517 296 2,220 121 34 30 90 16 960 72,676 S1 56,180 1,388 396 612 40 0 61 10 10 9 2 0 58,525 S2 10,630 980 319 904 257 0 60 24 20 80 14 0 12,892 S3 0 0 0 0 0 2,220 0 0 0 0 0 960 1,260 Financing commitments given 61,253 1,534 523 325 52 186 55 17 76 6 3 1 S1 57,626 1,185 118 233 1 0 30 5 2 4 0 0 S2 3,627 349 404 92 51 0 25 12 74 2 3 0 S3 0 0 0 0 0 186 0 0 0 0 0 1 Guarantee commitments given 30,841 604 295 121 13 249 12 4 4 1 1 18 S1 27,754 170 70 7 0 0 9 0 0 0 0 0 S2 3,087 434 224 114 13 0 3 4 3 1 1 0 S3 0 0 0 0 0 249 0 0 0 0 0 18 TOTAL AT DECEMBER 31, 2022 243,737 4,520 1,533 1,963 362 2,823 211 75 110 98 19 1,100
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 345 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 At December 31, 2021 (in millions of euros) Gross carrying amount Impairment or provisions for expected credit losses Net PD scale PD scale 0.00 to < 0.05 0.05 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 100.0 100.0 0.00 to < 0.05 0.05 to < 0.10 0.10 to < 0.15 0.15 to < 0.25 0.25 to < 100.0 100.0 Debt instruments at fair value through other comprehensive income 11,101 0 0 0 0 0 0 0 0 0 0 0 11,101 S1 11,101 0 0 0 0 0 0 0 0 0 0 0 11,101 S2 0 S3 0 Securities at amortized cost 1,237 0 0 0 0 133 6 0 0 0 0 88 1,277 S1 1,144 0 0 0 0 0 4 0 0 0 0 0 1,141 S2 93 0 0 0 0 0 2 0 0 0 0 0 91 S3 0 0 0 0 0 133 0 0 0 0 0 88 45 Loans and receivables due from credit institutions and similar items at amortized cost 86,657 79 0 1 0 24 3 2 0 0 0 24 86,732 S1 86,507 54 0 0 0 0 2 1 0 0 0 0 86,559 S2 150 25 0 0 0 0 1 1 0 0 0 0 173 S3 0 0 0 0 0 24 0 0 0 0 0 24 0 Loans and receivables due from customers at amortized cost 64,479 2,456 703 578 147 3,069 95 46 15 29 13 1,088 70,146 S1 53,743 1,207 303 112 39 0 44 17 6 5 5 0 55,329 S2 10,736 1,249 400 466 108 0 52 29 9 25 8 0 12,836 S3 0 0 0 0 0 3,069 0 0 0 0 0 1,088 1,981 Financing commitments given 60,220 1,133 524 271 373 271 84 32 18 13 1 2 S1 55,325 676 304 89 360 0 25 3 8 1 0 0 S2 4,894 457 219 181 13 0 59 29 10 12 1 0 S3 0 0 0 0 0 271 0 0 0 0 0 2 Guarantee commitments given 26,879 481 170 57 90 481 9 2 2 1 2 39 S1 23,114 225 37 0 1 0 5 0 0 0 0 0 S2 3,765 255 133 57 89 0 4 1 2 1 2 0 S3 0 0 0 0 0 481 0 0 0 0 0 39 TOTAL AT DECEMBER 31, 2021 250,572 4,148 1,397 906 611 3,978 198 82 34 43 16 1,242
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 346 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Guarantees received for instruments impaired under IFRS 9 9.1.2 The following table presents the exposure of all of Natixis’s financial assets to credit and counterparty risk. This exposure to credit risk (determined without taking into account the effect of unrecognized netting and collateral) and counterparty risk is equal to the net carrying amount of the financial assets. Class of financial instruments impaired (a) (in millions of euros) 31/12/2022 31/12/2021 Maximum risk exposure (b) Impair- ment Maximum exposure net of impair- ment (c) Guarantees Maximum risk exposure (b) Impair- ment Maximum exposure net of impair- ment (c) Guarantees Personal guarantees Real collateral Personal guarantees Real collateral Debt securities – FVOCI R Loans and receivables due from banks – FVOCI R Loans and receivables due from customers – FVOCI R Debt securities at amortized cost 139 (96) 42 133 (88) 45 Loans and receivables due from banks at amortized cost 30 (24) 6 24 (24) - Customer loans and receivables at amortized cost 2,220 (960) 1,260 267 313 3,069 (1,089) 1,981 245 775 Financing commitments given 182 (1) 180 15 1 271 (2) 269 41 6 Guarantee commitments given 247 (17) 229 209 5 481 (39) 442 207 29 TOTAL 2,817 (1,099) 1,717 491 320 3,978 (1,242) 2,736 493 810 Assets impaired after their origination/acquisition (Stage 3) or on their origination/acquisition (POCI). (a) Gross carrying amount. (b) Carrying amount in the balance sheet. (c)Market risk, overall interest rate risk, liquidity risk and structural foreign 9.2 exchange risk The information required by IFRS 7 on the management of market risks is presented in Note 3.2.6 of Chapter [3] “Risk factors, risk management and Pillar III”, and the information on overall interest rate risks, liquidity risks and structural foreign exchange risks is presented in Note 3.2.8 of Chapter [3] “Risk factors, risk management and Pillar III”.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 347 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Headcount, compensation and employee benefits Note 10 Headcount 10.1 Number 31/12/2022 31/12/2021 Headcount (a) 14,030 17,491 Full-time equivalent in activity at Natixis at the reporting date (including 43 employees of AlphaSimplex Group restated under IFRS 5 as of December 31, 2022 (a) and 3,258 employees of entities restated under IFRS 5 as of December 31, 2021 for the Insurance, Payments, Natixis Immo Exploitation and H2O business lines). The breakdown of the headcount is presented in Note 7.5.1.1 of Chapter [7] “Changes in headcount”.Compensation and employee benefits 10.2 Compensation and employee benefits include wages and salaries net of rebilled expenses paid within 12 months of the end of the reporting period in which the services were rendered, deferred cash-settled or equity-settled variable compensation, employee incentives and profit-sharing for the period, the cost of pensions, other employee benefit obligations such as long-service awards and benefits related to capital increases reserved for employees. Payroll costs totaled €3,570 million at December 31, 2022, versus €3,949 million as at December 31, 2021. Short-term employee benefits 10.2.1 This item includes wages and salaries paid within 12 months of the end of the reporting period in which the related services were rendered, employee incentives and profit-sharing, meeting the definition of short-term benefits under IAS 19R “Employee benefits”. In accordance with this standard, short-term benefits are expensed in the period in which the employees render the services giving rise to such benefits. Pension benefits and other long-term 10.2.2 employee benefits Post-employment defined-contribution plans Under post-employment defined-contribution plans, Natixis pays fixed contributions into a separate entity and has no obligation to pay further contributions. The main defined-contribution plans available to Natixis employees are operated in France. They include the mandatory pension scheme and the national schemes AGIRC and ARRCO. Pension plans for which employees can voluntarily opt are operated by certain Natixis entities and are also classified as defined-contribution plans. These entities have a single contribution obligation (PERCO contribution). Contributions paid under defined-contribution plans are expensed for the period in which the services were provided. (in millions of euros) 31/12/2022 31/12/2021 Contributions expensed under post-employment defined-contribution plans 86 86 Post-employment defined-benefit plans and other long-term employee benefits Post-employment defined-benefit plans include all post-employment benefits for which Natixis has committed to pay a specified level of benefits. Liabilities in respect of these awarded benefits are hedged, in full or in part, by assets comprised mainly of outsourced insurance contracts managed by French insurers specializing in retirement. The insurers carry the longevity risk once the annuities are liquidated. Plan assets are invested in the insurers’ general funds, which, for the most part, generally consist of bonds. The insurers are subject to French prudential standards and regulations. The insurers also manage the asset/liability strategy for the portion of the benefit liabilities that they cover. For the other portion, Natixis has set up interest rate and liquidity hedges backed by long-term cash flows. Insurance contracts taken up with a related party to Natixis and intended to finance all or part of Natixis’ defined-benefit plan commitments are recorded in the asset side of the balance sheet as “Accruals and other assets”. Other long-term employee benefits comprise benefits other than post-employment and termination benefits not wholly due within 12 months of the end of the period in which employees have provided the related services. These notably include long-service awards, deferred compensation payable in cash 12 months or more after the end of the period and, since 2020, the Time Savings Account (CET). Information concerning deferred compensation treated in accordance with IAS 19 is presented in Note 10.3 and not in the tables below.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 348 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 a) Amounts recognized on the balance sheet as at December 31, 2022 The amount of the recognized provision on the liability side of the balance sheet corresponds to the value of the actuarial liabilities under the defined benefit plans, less the market value of the assets to hedge these benefit liabilities. (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Other long-term employee benefits Total Post-employment defined-benefit plans Other long-term employee benefits Total Supple- mentary pension benefits and other End- of-career awards Long- service awards Other benefits Supple- mentary pension benefits and other End- of-career awards Long- service awards Other benefits Actuarial liabilities 421 116 29 269 835 558 173 41 271 1,043 Fair value of plan assets (347) (85) 0 0 (432) (443) (96) 0 0 (538) Fair value of separate assets (a) 0 (29) 0 0 (29) (36) (27) 0 0 (64) Effect of ceiling on assets 6 0 0 0 6 20 0 0 0 20 NET AMOUNT RECOGNIZED IN BALANCE SHEET 80 2 29 269 380 99 50 41 271 461 Under liabilities 80 31 29 269 409 135 78 41 271 525 Under assets 0 29 0 0 29 36 27 0 0 64 Separate asset components are for the most part segregated in the balance sheets of BPCE insurance entities (BPCE Life Insurance), hedging the benefit liabilities of other entities within (a) the Natixis group of consolidated companies which were transferred to hedge the post-employment benefits of a few categories of employees. b) Changes in recognized amounts on the balance sheet (Changes in actuarial liabilities) (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Other long-term employee benefits Total Post-employment defined-benefit plans Other long-term employee benefits Total Supple- mentary pension benefits and other End- of-career awards Long- service awards Other benefits Supple- mentary pension benefits and other End- of-career awards Long- service awards Other benefits Actuarial liabilities at start of period 558 173 41 271 1,043 579 212 49 185 1,025 Changes recorded in net income (18) (19) (13) 12 (38) (13) (1) 1 101 88 Service cost 3 11 3 71 88 2 13 4 57 77 Past service cost (1) 0 (1) 0 (1) 0 (0) 1 0 1 o/w plan liquidation and reduction 0 0 0 0 0 0 (0) (0) 0 (0) Interest cost 11 1 0 0 12 9 1 0 0 11 Benefits paid (28) (8) (2) (46) (83) (24) (15) (2) (35) (76) o/w amounts paid out in respect of plan liquidation 0 0 0 0 0 (7) (13) 0 0 (21) Revaluation adjustments on other long-term employee benefits 0 0 (7) 0 (7) 0 0 (1) 0 (1) Others (4) (23) (7) (14) (47) (0) 0 (1) 78 77 Changes recognized directly in shareholders’ equity with no recycling (135) (42) 0 0 (177) (33) (9) 0 0 (43) Revaluation adjustments – demographic assumptions 8 (7) 0 0 1 0 (5) 0 0 (5) Revaluation adjustments – financial assumptions (110) (34) 0 0 (144) (23) (2) 0 0 (25) Revaluation adjustments – past-experience effect (33) (1) 0 0 (34) (11) (2) 0 0 (13) Translation adjustments 21 0 0 4 24 22 (0) 0 2 24 Changes associated with non-current assets held for sale (a) 0 0 0 0 0 (0) (29) (10) (17) (56) Changes in scope 0 0 0 0 0 0 0 0 0 0 Others (5) 4 1 (17) (17) 3 1 1 (0) 4 Actuarial liabilities at end of period 421 116 29 269 835 558 173 41 271 1,043 As at December 31, 2021, corresponds to the Insurance, Payments and Natixis Immo Exploitation business lines treated for accounting purposes under IFRS 5. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 349 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 c) Changes in recognized amounts on the balance sheet (Changes in hedging assets) Plan assets (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Total Post-employment defined-benefit plans Total Supplementary pension benefits and other End-of-career awards Supplementary pension benefits and other End-of-career awards Fair value of assets at start of period 443 96 538 423 105 528 Changes recorded in net income 22 (8) 14 (12) (0) (12) Interest income 10 0 11 8 0 8 Plan participant contributions 1 1 1 1 0 1 o/w paid by employer 1 1 1 1 0 1 o/w paid by beneficiaries 0 0 0 0 0 0 Benefits paid (25) (9) (34) (21) (2) (22) o/w amounts paid out in respect of plan liquidation 0 0 0 (6) (1) (7) Others 36 0 36 0 1 1 Changes recognized directly in shareholders’ equity with no recycling (123) 1 (121) 8 2 10 Revaluation adjustments – Return on assets (123) 1 (121) 8 2 10 Translation adjustments 20 0 20 20 0 20 Changes associated with non-current assets held for sale (a) 0 0 0 0 (12) (12) Changes in scope 0 0 0 0 0 0 Others (14) (4) (18) 3 0 4 Fair value of assets at end of period 347 85 432 443 96 538 As at December 31, 2021, corresponds to the Insurance, Payments and Natixis Immo Exploitation business lines treated for accounting purposes under IFRS 5. (a) Separate assets (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Total Post-employment defined-benefit plans Total Supplementary pension benefits and other (a) End-of-career awards Supplementary pension benefits and other End-of-career awards Fair value of assets at start of period 36 27 64 33 29 62 Changes recorded in net income (36) 0 (36) (0) (3) (4) Interest income 0 0 0 0 0 0 Plan participant contributions 0 0 0 0 0 0 o/w paid by employer 0 0 0 0 0 0 o/w paid by beneficiaries 0 0 0 0 0 0 Benefits paid 0 0 0 0 (3) (3) o/w amounts paid out in respect of plan liquidation 0 0 0 0 (3) (3) Others (36) 0 (36) (0) 0 (0) Changes recognized directly in shareholders’ equity with no recycling (12) 1 (11) 4 1 5 Revaluation adjustments – Return on assets (12) 1 (11) 4 1 5 Translation adjustments 0 0 0 0 0 0 Changes associated with non-current assets held for sale 0 0 0 0 0 0 Changes in scope 0 0 0 0 0 0 Others 12 0 12 0 0 0 Fair value of assets at end of period 0 29 29 36 27 64 The plan assets of the CAR BP plan are treated for accounting purposes as plan assets from January 1, 2022. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 350 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 d) Composition of plan assets 31/12/2022 31/12/2021 Weighting by category (in %) Fair value of assets Weighting by category (in %) Fair value of assets Total Listed on an active market (in %) Not listed on an active market (in %) Total Listed on an active market (in %) Not listed on an active market (in %) Money market 8% 33 92% 11% 9% 51 99% 1% Equities 19% 78 87% 16% 19% 101 65% 35% Bonds 46% 218 103% 0% 46% 250 100% 0% Real estate 2% - 0% 100% 1% 8 0% 100% Derivatives 0% - 0% - Investment funds 24% 102 91% 11% 24% 128 85% 15% Asset-backed securities 0% - 0% - Structured debt instruments 0% - 0% - TOTAL 100% 432 91% 9% 100% 538 88% 12% e) Post-retirement plan revaluation differences Revaluation components of actuarial liabilities (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Post-employment defined-benefit plans Supplementary pension benefits and other End-of-career awards Total Supplementary pension benefits and other End-of-career awards Total TOTAL REVALUATION ADJUSTMENTS AT START OF PERIOD 300 (3) 296 330 12 343 Revaluation adjustments over the period (118) (43) (162) (31) (9) (40) Changes associated with non-current assets held for sale (a) 0 0 0 0 (7) (7) TOTAL REVALUATION ADJUSTMENTS AT END OF PERIOD 181 (47) 135 300 (3) 296 As at December 31, 2021, corresponds to the Insurance, Payments and Natixis Immo Exploitation business lines treated for accounting purposes (a) under IFRS 5. Plan assets (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Post-employment defined-benefit plans Supplementary pension benefits and other End-of-career awards Total Supplementary pension benefits and other End-of-career awards Total TOTAL REVALUATION ADJUSTMENTS AT START OF PERIOD 153 7 159 166 5 171 o/w effect of ceiling on assets (20) 0 (20) 1 0 1 Revaluation adjustments over the period (95) 1 (94) (13) 3 (11) o/w effect of ceiling on plan assets 14 0 14 (20) 0 (20) Changes associated with non-current assets held for sale 0 0 0 (1) (1) TOTAL REVALUATION ADJUSTMENTS AT END OF PERIOD 57 8 65 153 7 159 o/w effect of ceiling on assets (6) 0 (6) (20) (20)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 351 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Separate assets (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Post-employment defined-benefit plans Supplementary pension benefits and other End-of-career awards Total Supplementary pension benefits and other End-of-career awards Total TOTAL REVALUATION ADJUSTMENTS AT START OF PERIOD 12 8 20 8 7 15 o/w effect of ceiling on assets Revaluation adjustments over the period (12) 1 (11) 4 1 5 o/w effect of ceiling on plan assets Changes associated with non-current assets held for sale TOTAL REVALUATION ADJUSTMENTS AT END OF PERIOD - 9 9 12 8 20 o/w effect of ceiling on assets The plan assets of the CAR BP plan are treated for accounting purposes as plan assets from January 1, 2022. (a) f) Analysis of expenses for the period The annual payroll costs recognized in respect of defined-benefit plans consist of: the costs of services rendered, representing rights vested by V beneficiaries over the period; past service costs, arising from possible plan changes or V curtailments as well as the effects of possible plan settlements; the net interest cost reflecting the impact of unwinding the V discount on the net obligation. Obligations in respect of other long-term employee benefits are accounted for using the same actuarial valuation method as that used for defined post-employment benefit obligations, except for revaluation adjustments, which are immediately recognized in income. (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Other long-term employee benefits Total Total Supplementary pension benefits and other End-of-career awards Long-service awards Other benefits Service cost 3 11 3 71 88 77 Past service cost (1) 0 (1) 0 (1) 1 Interest cost 11 1 0 - 12 11 Interest income (10) (1) - - (11) (8) Others (3) (23) (7) (14) (47) (2) TOTAL EXPENSE FOR THE FISCAL YEAR 0 (12) (5) 57 41 78 g) Main actuarial assumptions at December 31, 2022 The amount of the provision for post-employment defined-benefit plans is calculated on an actuarial basis using a number of demographic and financial assumptions. France Europe United States (a) France Europe United States (a) Discount rate (excluding Time Savings Account) 3.65% 4.22% 4.98% 0.62% 1.67% 2.71% Inflation rate 2.40% 2.76% 1.70% 2.83% Rate of increase in salaries 2.96% 2.41% 2.68% 2.72% Rate of increase in healthcare costs 3.40% 0.00% 5.20% 2.70% 0.00% 5.50% Duration (in years) 11 16 12 12 20 14 The two parameters of inflation rate and wage growth rate are no longer taken into account for the valuation of liabilities in the United States. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 352 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 31/12/2022 31/12/2021 Post-employment defined-benefit plans Other long-term employee benefits Post-employment defined-benefit plans Other long-term employee benefits Supple- mentary pension benefits and other End-of-career awards Long-service awards Other benefits Supple- mentary pension benefits and other End-of-career awards Long-service awards Other benefits Discount rate (excluding Time Savings Account) 4.49% 3.54% 3.62% 4.02% 1.98% 0.31% 0.54% 1.45% Inflation rate 2.49% 2.40% 2.39% 2.36% 2.04% 1.70% 1.70% 1.70% Rate of increase of salaries (including inflation) 2.82% 2.95% 2.96% 2.92% 2.69% 2.68% 2.64% 2.67% Rate of increase of medical costs (including inflation) 4.38% 4.35% Duration (in years) 12 7 8 10 15 7 9 12 The discount rate is determined based on the yields of AA-rated corporate bonds of the same duration. This benchmark is obtained from the Bloomberg “EUR Composite (AA) Zero Coupon Yield” yield curve. seven-year average. A rate of 0% is used for employees aged 60 and over. For end-of-career awards and long-service awards, employee turnover is calculated by age bracket and grade based on a Wage growth including inflation is determined using the average rate of real compensation growth over the past seven years. This wage growth is capped at the maximum nominal rate of increase seen over the same period. h) Analysis of sensitivity to key assumptions (as a percentage) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Other long-term employee benefits Post-employment defined-benefit plans Other long-term employee benefits Supple- mentary pension benefits and other End-of-career awards Long-service awards Other benefits Supple- mentary pension benefits and other End-of-career awards Long-service awards Other benefits +0.5% change in discount rate (6.65)% (4.27)% (2.87)% (0.54)% (8.21)% (5.23)% (3.89)% (0.79)% (0.5)% change in discount rate 7.17% 4.64% 3.51% 0.60% 9.23% 5.70% 4.18% 0.96% +1% change in rate of increase of healthcare costs 0.89% 1.06% (1)% change in rate of increase of healthcare costs (0.75)% (0.88)% +1% change in rate of increase of salaries and income (including inflation) 7.49% 9.65% 6.85% 9.36% 11.61% 7.81% (1)% change in rate of increase of salaries and income (including inflation) (6)% (8.31)% (6.1)% (7.39)% (10.02)% (6.93)%i) Schedule of undiscounted payments (in millions of euros) 31/12/2022 31/12/2021 Post-employment defined-benefit plans Post-employment defined-benefit plans Supplementary pension benefits and other End-of-career awards Supplementary pension benefits and other End-of-career awards n+1 to n+5 121 41 122 49 n+6 to n+10 105 45 95 58 n+11 to n+15 109 65 97 72 n+6 to n+20 108 69 98 79 > n+20 323 118 336 120 TOTAL 765 338 748 377
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 353 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Deferred compensation 10.2.3 Deferred variable compensation plans Each year, since 2010 and until 2020, Natixis has allocated plans to certain categories of its employees for which payment was based on Natixis shares. Following the delisting of Natixis shares on July 21, 2021, the cash-settled plans indexed to the Natixis share price (for their components not yet vested) were modified: their payment is now indexed to a formula based on the price of the simplified tender offer for Natixis shares (i.e. €4) and the change in Groupe BPCE’s net income (Group share). The accounting treatment of these plans is described in Note 5.16. It should be noted that the plans allocated in 2021 did not have to be modified because their conditions had already been adapted at the time of their creation, in the event of a delisting of the Natixis share. The deferred variable compensation plan granted in 2022 in respect of 2021 can be settled exclusively in cash indexed to the change in BPCE’s net income, Group share. December 31, 2022, taking into account certain characteristics of these plans and taking into account the fact that they were not modified. Accordingly, the accounting treatment of these plans in Natixis’ consolidated financial statements is unchanged: the expense as calculated at the grant date of each plan continues to be spread over the vesting period and to be adjusted at the reporting date according to changes in the presence and performance assumptions (see Note 5.16). With regard to share-settled plans, in June 2021 BPCE entered into a liquidity contract with each beneficiary of free shares, consisting of a sale agreement that the beneficiary can exercise within 60 calendar days from the date of availability of the shares, followed by a promise to purchase granted by BPCE to each beneficiary in favor of BPCE, exercisable by BPCE for 60 calendar days from the end of the period for exercising the promise to sell. The liquidity contract has no impact on the consolidated financial statements of Natixis at Concerning the 2023 plan, as the allocations were not formally carried out at the reporting date of the financial statements, the estimates of expenses are based on the best possible estimate at December 31, 2022. In addition, this plan will be fully liquidated in cash indexed to a valuation formula. It will provide for different payment dates depending on the categories of beneficiaries (regulated or non-regulated categories of employees within the meaning of the CRD; members of senior management or not; employees covered or not by the local regulations in force in the United Kingdom). Natixis subsidiaries may also implement share-based compensation plans based on their own shares. The expense relating to these plans at December 31, 2022 was -€58.4 million compared to -€16 million in 2021. The characteristics of Natixis deferred variable compensation plan are detailed in the following paragraphs. Long-term payment plans settled in cash and indexed to a valuation formula Year of allocation of the plan Grant date Number of units originally allocated/Cash indexed (in euros) Acquisition date Number of units acquired by beneficiaries Fair value of the indexed cash unit at the valuation date (in euros) 2019 plan 12/04/2019 3,111,057 March 2021March 2022 894,846 2,146,224 €4.40 2020 plan 10/04/2020 5,867,435 March 2022 March 2023 1,640,619 [€4.40; €4.47] 2021 plan 18/02/2021 2,638,236 March 2022 March 2023 March 2024 849,167 [€4.40; €5.31] 2021 plan 15/04/2021 2,075,079 March 2023 March 2024 March 2025 [€4.47; €5.49] 2022 plan 17/03/2022 67,306,358 March 2023 March 2024 March 2025 March 2026 March 2027 2023 plan (a) 09/03/2023 March 2023 March 2024 March 2025 March 2026 March 2027 March 2028 March 2029 March 2030 The payment of these plans is subject to presence and performance conditions for the categories of staff regulated within the meaning of the CRD. Concerning the 2023 plan, the allocations were not formally fulfilled as of December 31, 2022. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 354 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Payment plans settled in shares Year of allocation of the plan Grant date Number of shares originally allocated Acquisition date Number of units acquired by beneficiaries Bonus share price at grant date (in euros) Fair value of the bonus share at the valuation date (in euros) 2018 plan 13/04/2018 446,162 April 2021 April 2023 0 6.72 4.38 2019 plan 12/04/2019 2,600,406 March 2021 March 2022 540,080 1,610,941 4.99 3.37 2020 plan 10/04/2020 3,598,382 March 2022 March 2023 1,132,405 2.24 1.35 2020 plan 20/05/2020 267,618 May 2024 2.06 0.94 2021 plan (a) 13/01/2022 294,710 May 2022 May 2023 May 2024 57,937 4.00 [7.48; 7.85] The payment of these plans is subject to presence and performance conditions for the categories of staff regulated within the meaning of the CRD. Under the Long-Term Incentive Plans (LTIP) 2018, 2019 and 2020, free performance shares were granted to the members of the Senior Management (a) Committee, subject to attendance and performance conditions. Given the delisting of Natixis shares in 2021, performance shares currently being acquired were converted into “Phantom Shares” with a unit value of €4 (LTIP 2021, replacing LTIP 2018, 2019 and 2020). Expense for the fiscal year represented by Natixis’ deferred variable compensation plans Expenses (in millions of euros) Expense for fiscal year 2022 Expense for fiscal year 2021 (in millions of euros) Plans settled in shares Cash-settled plans indexed to a valuation formula Total Previous plans (0.2) (35.3) (35.5) (35.9) Plans awarded over the period (30.9) (30.9) (33.8) TOTAL (0.2) (66.2) (66.4) (69.7) Valuation inputs used to calculate the expense of these plans 31/12/2022 31/12/2021 Share price Fair value of the indexed cash unit (a) [4.40; 5.49] [€4.40; €5.49] Risk-free interest rate 1.79% (0.69)% Dividend payout ratio (b) Rights loss rate 5.18% 4.97% Corresponds to the range of fair values of indexed cash units, which from 2021 are differentiated by plan and year. (a) From 2021, the dividend forecasts are included in the fair value of the indexed cash unit. (b) Cash-settled deferred variable compensation plans Deferred retention and performance bonuses paid in cash are awarded to some employees. These bonuses are subject to a continued service requirement and performance criteria. In terms of accounting treatment, they are recorded under “Other long-term employee benefits”. The estimated expense is based on an actuarial estimate of the probability of these conditions being met. The expense is recognized over the vesting period. The amount recognized in respect of the 2022 fiscal year was as follows: Year of allocation of the plan Grant date Acquisition date Expense for fiscal year 2022 (in millions of euros) Expense for fiscal year 2021 (in millions of euros) 2019 plan 26/02/2019 March 2020 March 2021 (0.5) 2020 plan 22/01/2020 March 2021 March 2022 (0.3) (3.6) 2021 plan 20/01/2021 March 2022 March 2023 (6.7) (8.6) TOTAL (7.0) (12.7)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 355 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Capital management Note 11 Share capital 11.1 Ordinary shares Number of shares Par value Capital (in euros) Opening balance 3,157,958,331 1.60 5,052,733,330 Capital increase 526,095,140 1.60 841,752,224 CLOSING BALANCE 3,684,053,471 5,894,485,554 At December 31, 2022, there were 2,461,581 treasury shares, compared to 2,461,581 treasury shares held as at December 31, 2021. The capital increases carried out in 2022 correspond to the creation of 523,351,794 shares decided following the Shareholders’ Meeting of March 22, 2022 and the allocation of 2,743,346 free shares to certain Natixis employees, under the 2019 and 2020 Employee Retention and Performance Plan (ERPP), where payment is based on shares.Capital management and capital adequacy 11.2 Natixis’ main objectives in terms of capital management are to ensure compliance with regulatory capital and solvency requirements. The capital steering framework adapts all processes with the aim of meeting the requirements of the supervisory authorities, shareholders and investors, in particular: continuously maintaining the targets set in terms of capital V adequacy; the development of the Natixis internal capital adequacy V assessment process (ICAAP); projecting/forecasting capital requirements specific to business V lines, within the framework of Natixis’ overall capital adequacy policy; anticipating regulatory changes and their impact on Natixis’ V various business lines; a mechanism for analyzing the capital consumption of the V business lines and their profitability; allocation of capital to business lines as part of the strategic plan V and annual budget. Regulatory framework Since January 1, 2014, Natixis applies the Basel 3 regulations implemented in the European Union through the CRD IV Directive and the CRR Regulation. These regulations are based on three pillars: Pillar I: a set of rules defining the measurement of risks and capital V based on various possible methodologies and minimum observable requirements; Pillar II: framework governing the role of the supervisory V authorities. For each supervised institution, the competent authorities may define additional capital requirements according to the risk exposure, and internal governance and steering framework; Pillar III: requires institutions to disclose a large number of items V highlighting the level of risks incurred, capital adequacy and the adequacy of their management. The CRR/CRD IV package aims to strengthen the financial soundness of banking institutions, notably by proposing: a stricter definition of the capital items eligible to meet regulatory V capital requirements; reinforced regulatory capital requirements, in particular for V counterparty risk on derivatives; higher ratios to observe, specifically regarding CET1 capital and V capital buffers: a capital conservation buffer, which represents 2.5% of total V weighted risk exposures, a countercyclical capital buffer, i.e. the average of the V countercyclical capital buffer of each country in which Natixis holds risk exposures, weighted by the amount of said exposures. The rate applied in France has been zero since the second quarter of 2020. Since the second half of 2022 and especially from 2023, the national macroprudential authorities in many countries have increased their countercyclical buffer rate. In France, the HCSF decided to raise the rate to 0.5% from April 7, 2023 and then to 1% from January 2, 2024; buffer for systemically important institutions: additional V requirement for large institutions (G-SIBs/O-SIB), it aims to reduce their risk of bankruptcy. Natixis is not subject to this buffer; systemic risk buffer: its objective is to limit long-term V non-cyclical systemic or macroprudential risks. It can be applied to all of the institution’s exposures or to sectoral exposures. It is currently at 0%; in addition, other mechanisms have been introduced, including V mechanisms to limit dividend payouts, interest on Additional Tier One (AT1) subordinated debt and variable compensation (Maximum Distributable Amount, or MDA). Information on capital management and capital adequacy is presented in Note 3.3.1 to the chapter “Capital management and capital adequacy”.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 356 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Equity instruments issued 11.3 Perpetual deeply subordinated notes and preference shares 11.3.1 In accordance with IAS 32, issued financial instruments are classified as debt or equity depending on whether or not they incorporate a contractual obligation to deliver cash to the holder. Since December 31, 2009, issues of perpetual deeply subordinated notes and preference shares have been recognized as equity instruments issued in accordance with a clause concerning dividend payments which has become discretionary and have been booked to “Consolidated reserves” in the consolidated balance sheet. The conversion of these debt instruments into equity instruments had generated a gain of €418 million recognized in income on June 30, 2009. Issues after June 30, 2009 were always classified as shareholders’ equity given the discretionary nature of their compensation. Deeply subordinated notes amounted to €2,181.1 million at December 31, 2022 (compared with €2,248.3 million as at December 31, 2021). The decrease of -€67.2 million over the year is part of the management of the regulatory capital trajectory and corresponds to: a perpetual deeply subordinated loan (ESSDI) subscribed by BPCE V on February 9, 2022 for US$460 million (€402.5 million); a €400 million repayment of perpetual deeply subordinated notes V (TSSDI) subscribed by BPCE in the first quarter of 2022; a €69.7 million redemption of perpetual deeply subordinated notes V (TSSDI) issued in 2005 realized in the first quarter of 2022. Note that the gross amount of exchange rate fluctuations in deeply subordinated notes in foreign currencies recorded in income at December 31, 2022 amounted to €111 million, or €82.3 million after tax, compared with +€69 million as at December 31, 2021, or +€49.4 million after tax. The main characteristics of the undated deeply subordinated notes are available on the Natixis website (www.natixis.groupebpce.com).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 357 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Commitments Note 12 Guarantee commitments 12.1 A financial guarantee is a contract that requires the issuer to compensate the holder of the contract for any loss that the holder incurs because a debtor fails to make payment when due. The exercise of these rights is subject to the occurrence of an uncertain future event. The amounts shown represent the par value of the commitment undertaken: 31/12/2022 31/12/2021 Guarantee commitments given To banks 5,552 5,831 Confirmation of documentary credits 2,265 1,707 Other guarantees 3,287 4,124 To clients 26,570 22,341 Real estate guarantees 161 124 Administrative and tax bonds 1,163 202 Other bonds and endorsements given 488 678 Other guarantees 24,757 21,338 TOTAL GUARANTEE COMMITMENTS GIVEN 32,122 28,172 Guarantee commitments received from banks 34,738 21,665
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 358 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Guarantee commitments reconciliation table (in millions of euros) Guarantee commitments Unimpaired commitments for which expected credit losses are measured over 12 months (S1 bucket) Unimpaired commitments for which expected credit losses are measured on a lifetime basis (S2 bucket) Commitments impaired after their origination/ acquisition (S3 bucket) Commitments impaired on origination/ acquisition Total Gross exposure Provisions for losses Gross exposure Provisions for losses Gross exposure Provisions for losses Gross exposure Provisions for losses Gross exposure Provisions for losses BALANCE AS AT 31/12/2020 20,960 (6) 2,553 (14) 433 (34) 2 0 23,946 (54) New OBS commitments originated or purchased 14,144 (5) 1,431 (4) 77 0 15,652 (9) Variations linked to changes in credit risk parameters (excluding transfers) (959) 3 (5) 7 (224) (8) (1) (6) (1,188) (3) Transfers of guarantee commitments (1,003) 1 731 (1) 272 (1) 0 (1) Transfers to S1 457 0 (457) 0 0 0 0 0 Transfers to S2 (1,457) 1 1,458 (2) (1) 0 0 (1) Transfers to S3 (3) 0 (270) 1 273 (1) 0 0 Fully sold, called or matured commitments (10,965) 2 (589) 3 (101) 12 0 0 (11,655) 17 Variations linked to changes in exchange rates 1,209 0 177 0 24 (1) 0 0 1,410 (2) Changes in the model used 0 0 0 0 Other movements (6) 0 (2) 0 0 (1) 0 0 (8) (1) BALANCE AS AT 31/12/2021 (A) 23,378 (6) 4,297 (10) 404 (33) 78 (6) 28,157 (55) New OBS commitments originated or purchased 20,389 (8) 1,006 (4) 1 0 21,396 (12) Variations linked to changes in credit risk parameters (excluding transfers) (4,006) 0 (781) 1 8 (3) 1 6 (4,778) 4 Transfers of guarantee commitments (314) 0 339 (1) (26) 0 0 (2) 0 (3) Transfers to S1 517 0 (500) 2 (17) 0 0 0 1 Transfers to S2 (779) 839 (3) (61) 0 0 (2) 0 (4) Transfers to S3 (52) 0 0 0 52 0 0 0 Fully sold, called or matured commitments (12,432) 3 (1,262) 5 (151) 18 (1) 0 (13,846) 26 Variations linked to changes in exchange rates 973 0 202 (1) 19 0 0 0 1,194 (1) Changes in the model used Other movements 13 1 (9) 0 (5) 1 0 0 (1) 1 BALANCE AS AT 31/12/2022 28,002 (10) 3,793 (10) 249 (17) 79 (2) 32,122 (39) Gross carrying amount presented excluding contributions from insurance companies. (a)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 359 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financing commitments 12.2 The following financing commitments fall within the scope of IFRS 9: commitments qualified as financial liabilities at fair value through V profit or loss if the entity that grants them has a practice of reselling or securitizing loans immediately after they are issued; commitments which are settled net (i.e. sold); V commitments which result in a loan granted at below-market V interest rates. Other financing commitments falling within the scope of IAS 37 A financing commitment given is a contingent liability, defined by IAS 37 as: a potential obligation arising from past events whose existence will V be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or a present obligation arising as a result of past events but not V recognized because: it is not likely that an outflow of economic benefits will be V required to settle the obligation, or the amount of the obligation cannot be measured with sufficient V reliability. (in millions of euros) 31/12/2022 31/12/2021 Financing commitments given To banks 1,812 2,152 To clients 62,061 60,638 Opening of documentary credits 2,480 3,311 Other confirmed lines of credit 58,869 56,429 Other commitments 712 898 Total financing commitments given 63,873 62,790 Financing commitments received from banks V 2,528 4,366 from clients V 21 5 TOTAL FINANCING COMMITMENTS RECEIVED 2,549 4,371
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 360 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financing commitments reconciliation table (in millions of euros) Financing commitments Unimpaired commitments for which expected credit losses are measured over 12 months (S1 bucket) Unimpaired commitments for which expected credit losses are measured on a lifetime basis (S2 bucket) Commitments impaired after their origination/ acquisition (S3 bucket) Commitments impaired on origination/ acquisition Total Gross exposure Provisions for losses Gross exposure Provisions for losses Gross exposure Provisions for losses Gross exposure Provisions for losses Gross exposure Provisions for losses BALANCE AS AT 31/12/2020 46,527 (15) 5,590 (48) 76 (12) 9 0 52,201 (76) New OBS commitments originated or purchased 29,015 (16) 1,175 (7) 19 0 30,209 (23) Variations linked to changes in credit risk parameters (excluding transfers) (2,383) 5 (1,670) (30) 13 (3) 209 0 (3,831) (28) Transfers of financing commitments (1,137) 0 1,118 (6) 19 (1) 0 (6) Transfers to S1 473 (2) (473) 3 0 0 0 2 Transfers to S2 (1,609) 2 1,620 (10) (11) 0 0 (8) Transfers to S3 (1) 0 (29) 1 30 (1) 0 0 Fully sold, called or matured commitments (23,307) 7 (1,292) 12 (18) 4 (17) 0 (24,634) 24 Variations linked to changes in exchange rates 1,402 (1) 251 (2) 3 0 0 0 1,656 (3) Changes in the model used 0 Other movements 362 0 0 0 0 0 0 0 362 0 BALANCE AS AT 31/12/2021 56,754 (37) 5,746 (111) 66 (2) 224 0 62,790 (150) New OBS commitments originated or purchased 19,198 (13) 282 (2) 9 0 19,490 (14) Variations linked to changes in credit risk parameters (excluding transfers) 11,962 2 (1,394) 11 196 2 (1) (3) 10,681 12 Transfers of financing commitments (134) 0 127 0 (74) (1) 0 (15) 0 (15) Transfers to S1 1,054 (2) (1,053) 8 (81) 0 0 7 Transfers to S2 (1,188) 2 1,192 (9) (5) 0 (15) 0 (22) Transfers to S3 (12) 1 12 (1) Fully sold, called or matured commitments (30,099) 7 (655) 2 (10) 0 (19) 0 (30,782) 13 Variations linked to changes in exchange rates 1,328 (1) 206 (1) 4 0 0 0 1,537 (2) Changes in the model used Other movements 155 0 1 (1) 0 0 0 0 157 (1) BALANCE AS AT 31/12/2022 59,164 (41) 4,313 (101) 182 (1) 214 (15) 63,873 (159)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 361 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Other information Note 13 Leases where Natixis is the lessee 13.1 Impact on the income statement of leasing transactions as lessee 13.1.1 The net amount of right-of-use assets relating to lessee leases amounts to: €783 million at December 31, 2022 compared to €680 million at December 31, 2021 of which €782 million (€678 million as at December 31, 2021) relating to property leases (see Note 7.11). Lease liabilities related to lessee leases represent an amount of: €847 million (€737 million as at December 31, 2021) which is recorded in “Other liabilities” (see Note 7.9.2). (in millions of euros) 31/12/2022 31/12/2021 Interest expenses on lease liabilities (12) (11) Amortization of rights-of-use (138) (201) Variable lease payments not included in the valuation of lease liabilities (34) (6) Impact on the income statement of leases recognized in the balance sheet (184) (217) (in millions of euros) 31/12/2022 31/12/2021 Lease expenses on short-term leases (0) (1) Lease expenses on low-value assets (0) (0) Impact on the income statement of leases not recognized in the balance sheet (0) (1) Lease expenses related to low-value contracts and short-term contracts are recorded under “Expenses from other activities” in the consolidated income statement. Income from subleases on right-of-use assets 13.1.2 When Natixis subleases all or part of an asset for which it has taken out a lease, the subleasing contract is subject to a substance-based analysis, similar to the approach taken by the lessors. Income earned on these contracts is recorded in exactly the same way as it is by the lessor, i.e. under “Income from other activities”, in the case of operating leases (see Note 6.6), and under “Interest income”, in the case of finance leases (see Note 6.1). (in millions of euros) 31/12/2022 31/12/2021 Sub-lease revenue – operating leases 3 31 Sub-lease revenue – finance leases 0 0
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 362 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown of lease liabilities and off-balance sheet commitments by contractual 13.1.3 maturity The amounts presented in the table below comprise non-discounted contractual cash flows. (in millions of euros) 31/12/2022 31/12/2021 Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year 1 to 2 years 2 to 5 years Over 5 years Total Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year 1 to 2 years 2 to 5 years Over 5 years Total Non-discounted lease liabilities (before deduction of financial expenses) 17 19 34 68 130 300 351 919 39 12 51 102 145 454 526 1,329 The following table presents future cash outflows not included in the measurement of lease liabilities as at December 31, 2022 for leases not yet commenced but representing commitments undertaken by Natixis. (in millions of euros) 31/12/2022 31/12/2021 Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year 1 to 2 years 2 to 5 years Over 5 years Total Less than 1 month 1 to 3 months 3 to 6 months 6 months to 1 year 1 to 2 years 2 to 5 years Over 5 years Total Leases already signed but whose underlying assets have not yet been made available 0 0 0 0 0 2 2 4 0 0 0 0 4 13 18 35Leases where Natixis is the lessor 13.2 Leasing lessor (in millions of euros) 31/12/2022 31/12/2021 Residual term Residual term < 1 year >= 1 year and < 2 years >= 2 years and < 3 years >= 3 years and < 4 years >= 4 years and < 5 years > 5 years Total < 1 year >= 1 year and < 2 years >= 2 years and < 3 years >= 3 years and < 4 years >= 4 years and < 5 years > 5 years Total Finance leases Gross investment 14 10 6 3 1 0 35 12 9 7 3 1 0 32 Present value of minimum lease payments receivable 12 9 6 3 1 0 31 11 8 6 3 1 0 28 Unearned finance income 2 1 1 0 0 0 4 3 1 1 0 0 0 4 Operating leases Minimum payments receivable under irrevocable leases (a) 0 0 0 0 0 0 0 45 37 31 25 20 63 221 Corresponds to the contribution of the Insurance business line at December 31, 2021, which was transferred to BPCE during the first quarter of 2022 (a) (see Note 1.2.1 and Note 2.6).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 363 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Related parties 13.3 Relations between the Group’s consolidated companies The main transactions between Natixis and related parties (BPCE and subsidiaries, Banque Populaire group including Banque Populaire banks and their subsidiaries, the Caisse d’Epargne network including the Caisses d’Epargne and their subsidiaries and all of the affiliates consolidated using the equity method) are described below: (in millions of euros) 31/12/2022 31/12/2021 BPCE (a) Insurance division Financial Solutions & Expertise division (b) Banques Populaires Caisses d’Epargne BPCE (a) Financial Solutions & Expertise division (b) Banques Populaires Caisses d’Epargne Assets Financial assets at fair value through profit or loss 14,288 192 486 5,495 6,336 20,156 125 3,342 3,508 Financial assets at fair value through other comprehensive income Debt instruments at amortized cost 0 Loans and receivables due from banks and similar items at amortized cost 23,725 2,472 19,111 22,805 76,057 3,156 257 40 Customer loans and receivables at amortized cost 168 37 11 60 16 46 110 Insurance business investments 11,389 23 Non-current assets held for sale 432 316 880 Liabilities Financial liabilities at fair value through profit or loss 8,741 2,847 617 3,819 4,613 5,513 167 2,440 2,993 Deposits and loans due to banks and similar items 43,526 430 18,918 22,831 111,246 443 309 3 Deposits and loans due to customers 643 210 71 48 0 103 130 64 12 Debt securities 281 70 264 Subordinated debt 2,866 3,866 Liabilities related to insurance policies Liabilities on assets held for sale 1 12 88 Shareholders’ equity 2,181 2,086 Commitments Commitments given 1,514 2 0 0 349 1,371 583 273 277 Commitments received 28,127 101 7,986 68 642 14,331 2,299 303 834 Relations with associates and joint ventures are not material. Corresponds to BPCE S.A. and its subsidiaries with the exception of the insurance, factoring, consumer financing, leasing and surety and guarantee entities. (a) Corresponds to factoring, consumer financing, leasing and surety and guarantee entities. (b)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 364 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 (in millions of euros) 31/12/2022 31/12/2021 BPCE (a) Insurance division Financial Solutions & Expertise division (b) Banques Populaires Caisses d’Epargne BPCE (a) Financial Solutions & Expertise division (b) Banques Populaires Caisses d’Epargne INCOME Interest and similar income 447 1 25 93 141 383 29 40 Interest and similar expenses (980) (3) (2) (87) (157) (430) (1) Net fee and commission income (110) (35) (18) (34) (56) (9) 2 (33) (59) Net gains or losses on financial instruments at fair value through profit or loss 4,699 (4) (636) (1,446) (2,716) 581 (83) 92 (219) Gains and losses on financial assets at fair value through other comprehensive income Net gains or losses arising from the derecognition of financial assets at amortized cost (38) Net gains or losses on financial assets at amortized cost reclassified to financial assets at fair value through profit or loss Net gains or losses on financial assets at fair value through other comprehensive income reclassified to financial assets at fair value through profit or loss Income and expenses from other activities (21) 21 2 0 0 6 20 1 Operating expenses (326) 16 7 2 4 (205) 6 3 Profit from discontinued operations 53 (37) (428) (321) Relations with associates and joint ventures are not material. Corresponds to BPCE S.A. and its subsidiaries with the exception of the insurance, factoring, consumer financing, leasing and surety and guarantee entities. (a) Corresponds to factoring, consumer financing, leasing and surety and guarantee entities. (b) Management compensation (in euros) 31/12/2022 31/12/2021 Directors of Natixis (a) 627,260 621,611 Executives (b) 12,232,498 15,962,701 In 2022 and 2021, compensation paid to members of the Board of Directors included a fixed portion (€8,000 per person) and a variable portion (€2,000 per (a) Board Meeting, per person). Members of the Audit Committee and the Risk Committee received a fixed payment of €3,000 (€17,000 for its Chairman) and a variable payment of €1,000 per meeting and per person (€2,000 for its Chairman). The members of the Appointments Committee and the Compensation Committee received a fixed portion of €2,000 (€15,000 for its Chairman) and a variable portion of €1,000 per meeting and per person (€2,000 for its Chairman). The members of the CSR Committee received a fixed portion of €2,000 (€12,000 for its Chairman) and a variable portion of €1,000 per meeting and per person (€2,000 for its Chairman). The members of the Strategic Committee received a variable payment of €2,000 and the Chairman of the Strategic Committee received a fixed payment of €12,000. The amounts shown represent the total amount of compensation paid or delivered to the members of the Senior Management Committee. (b)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 365 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Compensation of corporate officers The compensation of corporate officers is given in detail in the standardized tables in accordance with AMF recommendations in Section 2.3 of the Registration Document. The table below shows the compensation paid in the fiscal year. Fiscal year 2022 Fiscal year 2021 Laurent Mignon, Chairman of the Board of Directors Compensation for the fiscal year 276,613 € 300,000 € Value of options paid during the fiscal year 0 € 0 € Value of performance shares paid during the fiscal year 0 € 0 € TOTAL 276,613 € 300,000 € Nicolas Namias, Chief Executive Officer Compensation for fiscal year (a) 1,689,901 € 1,037,305 € Value of options paid during the fiscal year 0 € 0 € Value of performance shares paid during the fiscal year 0 € 0 € TOTAL 1,689,901 € 1,037,305 € Stéphanie Paix, Chief Executive Officer Compensation for fiscal year (b) 62 756 € Value of options paid during the fiscal year 0 € Value of performance shares paid during the fiscal year 0 € TOTAL 62 756 € NA Including €2,925 family allowance and €9,279 of benefit in kind for the Company car in 2022, and €447 family allowance and €9,079 of benefit in kind for the (a) Company car in 2021. Including a vehicle benefit of €390 in 2022. (b) Executive officer pension plans Nicolas Namias, Chief Executive Officer until December 2, 2022 The Chief Executive Officer of Natixis benefits from the pension plan for non-classified executives of Natixis, i.e. for Nicolas Namias: Social Security contributions in Tranche 1; V AGIRC-ARRCO pension regime in Tranche 1 (13.53%); V AGIRC-ARRCO supplementary pension regime in Tranche 2 V capped at 4x the PASS (3.86%); AGIRC-ARRCO pension regime in Tranche 2 (21.59%). V Like the rest of the staff, the Chief Executive Officer is covered by the mandatory pension plan. He is not covered by the kind of supplementary pension plans described in Articles 39 or 83 of the French General Tax Code. Stéphanie Paix, Chief Executive Officer since December 3, 2022 Natixis’ Chief Executive Officer benefits from Natixis’ pension plan for non-classified executives: Social Security contributions in Tranche 1; V AGIRC-ARRCO pension regime in Tranche 1 (13.53%); V AGIRC-ARRCO supplementary pension regime in Tranche 2 V capped at 4x the PASS (3.86%); AGIRC-ARRCO pension regime in Tranche 2 (21.59%). V The Chief Executive Officer benefits from mandatory pension plans like all employees. She also has the defined-benefit supplementary pension plan for Groupe BPCE executive officers. Closed to new entrants since July 1, 2014, this additive-type scheme falls under Article L.137-11 of the French Social Security Code. It is subject to conditions: complete his or her professional career within Groupe BPCE. This V condition is met when the beneficiary is a member of the workforce the day before his or her social security pension is drawn following a voluntary retirement; provide proof of seniority in an executive officer position at least V equal to the required minimum seniority of seven years at the date of payment of their pension under the social security pension scheme. The beneficiary who meets the above conditions is entitled to an annual pension equal to 15% of a reference compensation equal to the average of the three best annual compensations awarded in respect of the five calendar years preceding the date of the payment of the pension in respect of social security pension scheme and capped at four times the annual social security ceiling. Annual compensation means the sum of the following compensation awarded in respect of the year in question: fixed compensation, excluding benefits in kind or post-employment V bonuses; variable compensation – retained within the limit of 100% of the V fixed compensation and defined as the total variable compensation, including the portion that could be deferred over several years and subject to conditions of presence and performance in respect of the regulation of variable remuneration in credit institutions. This supplementary pension is reversible, once liquidated, for the benefit of the spouse and divorced former spouses who have not remarried at the rate of 60%. This plan, the financing of which is entirely the responsibility of the Group, is covered by two insurance contracts with the insurance companies Quatrem and Allianz, with a target coverage rate of 80% for the assets and liabilities. 100% for retired beneficiaries.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 366 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Depending on the option chosen by Groupe BPCE, the expenses borne by the Company consist of the 32% contribution on the annuities paid by the insurer to the beneficiaries. The supplementary pension plan governed by Article L.137-11 of the French Social Security Code, “plan for executive officers”, is governed by the provisions of point 25.6.2 of the Afep-Medef code. Indeed, this plan complies with the principles set out in terms of the quality of beneficiaries, the overall setting of basic compensation, seniority conditions, the progressivity of the increase in potential rights according to length of service, reference period taken into account for the calculation of benefits and the prohibition of artificial inflation. Cessation benefit Severance payments The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar years of activity. The amount of severance pay is equal to: Monthly Reference Compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive contract termination payment in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE, or exercises his right to retire. Furthermore, in line with the provisions of the Afep-Medef corporate governance code, the right to a benefit is contingent on meeting performance criteria and requirements, as verified by the Board of Directors where appropriate. At its meeting of February 11, 2021, the Board of Directors of Natixis defined new methods for determining the compensation for the termination of service of the Chief Executive Officer, under which the achievement of the objectives will be assessed on the basis of the fiscal years ended before said termination. These performance criteria are as follow: average Natixis underlying net income over the two fiscal 1. years preceding departure greater than or equal to 75% of the average budget forecast for the period; average underlying Natixis ROE over the two fiscal years 2. preceding departure greater than or equal to 75% of the average budget forecast for the period; Natixis cost/income ratio below 75% over the last half-year 3. prior to departure. The amount of the payment shall be determined based on the number of performance criteria met: if all three criteria are met: 100% of the agreed payment; V if two criteria are met: 66% of the agreed payment; V if one criterion is met: 33% of the agreed payment; V if none of the criteria is met: no payment will be made. V As a reminder, the amount of the CEO’s contract termination payment, combined with the non-compete indemnity if warranted, may not exceed the equivalent of 24 months of monthly reference compensation. Non-compete indemnities The non-compete agreement is limited to a period of six months and carries an indemnity equal to six months of fixed compensation, as in force on the date on which the CEO leaves office. The payment of the non-compete compensation is excluded when the executive officer asserts his pension rights. In any event, no non-compete compensation may be paid beyond age 65. It is also specified that the non-compete compensation must be paid in installments during its term. The amount of the non-compete compensation, together with the contract termination payment, if applicable, received by the Chief Executive Officer is capped at 24 months of the monthly reference compensation (both fixed and variable). Upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforce the non-compete clause.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 367 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Statutory Auditors’ fees Note 14 The bank’s financial statements are audited by two principal Statutory Auditors. PricewaterhouseCoopers Audit (1) was reappointed by the shareholders at the General Shareholders’ Meeting of May 2022, for a term of six years ending as of the General Shareholders’ Meeting to be held in 2028 to approve the previous year’s financial statements. Mazars (2) was appointed by the shareholders at the General Shareholders’ Meeting of May 2022, for a term of six years ending as of the General Shareholders’ Meeting to be held in 2028 to approve the previous year’s financial statements. Mazars and PricewaterhouseCoopers Audit are registered as Statutory Auditors with the Compagnie Régionale des Commissaires aux Comptes de Versailles and are under the oversight of the Haut Conseil du Commissariat aux Comptes. The Principal Statutory Auditors and their networks were paid the following amounts in return for their duties: (in thousands of euros) Deloitte & Associés PWC MAZARS Total 2022 2021 Chan- ge 2022 2021 Chan- ge 2022 2021 Chan- ge 2022 2021 Chan- ge Amount % Am- ount % % Amount % Am- ount % % Amount % Am- ount % % Amount % Am- ount % % Independent audit, certification and examination of the parent company and consolidated accounts 1,521 68% 6,341 73% (76)% 9,695 83% 7,981 73% 21% 3,554 84% 2,770 84% 28% 14,770 81% 17,092 74% (14)% Issuer 512 3,588 (86)% 3,106 1,866 66% 1,543 2 5,161 5,456 (5)% Fully-consolidated subsidiaries 1,009 2,753 (63)% 6,589 6,114 8% 2,011 2,768 (27)% 9,609 11,635 (17)% Services other than the certification of accounts 703 32% 2,363 27% (70)% 2,036 17% 3,013 27% (32)% 661 16% 514 16% 29% 3,401 19% 5,890 26% (42)% Issuer 286 1,259 (77)% 1,010 1,028 (2)% 105 455 (77)% 1,402 2,742 (49)% Fully-consolidated subsidiaries 417 1,104 (62)% 1,026 1,985 (48)% 556 59 1,999 3,148 (37)% TOTAL 2,225 100% 8,704 100% (74)% 11,731 100% 10,994 100% 7% 4,215 100% 3,284 100% 28% 18,171 100% 22,982 100% (21)% of which fees paid to the entity appointed as Statutory Auditor of the consolidating entities for the certification of the financial statements 866 2,576 (66)% 3,176 3,871 (18)% 2,713 1,765 54% 6,755 8,212 (18)% of which fees paid to the entity appointed as Statutory Auditor of the consolidating entities for services other than the certification of the financial statements 142 556 (74)% 92 154 (40)% 73 59 24% 307 769 (60)% Services other than the certification of accounts include: assistance with ensuring the compliance of mechanisms V implemented amounting to €0.2 million; tax audits, primarily performed outside the European Union, V amounting to €0.9 million; technical assistance assignments amounting to €0.5 million; V PricewaterhouseCoopers Audit – 63 rue de Villiers 92208 Neuilly-sur-Seine, represented by signatory partner Emmanuel Benoist.(1) PricewaterhouseCoopers Audit – 63 rue de (1) Villiers 92208 Neuilly-sur-Seine, represented by signatory partner Emmanuel Benoist. Mazars – 61 rue Henri Regnault, 92400 Courbevoie, represented by the signatory partners Emmanuel Dooseman and Olivier Gatard. (2)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 368 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Operations by country Note 15 Article 7 of Law No. 2013-672 of the French Monetary and Financial Code of July 26, 2013, amending Article L.511-45 requires credit institutions to publish information on their locations and activities in each country or territory. Pursuant to the article referred to above, the table below specifically provides information linked to net banking income, pre-tax profit, income tax and headcount at December 31, 2022. Entity operations by country at December 31, 2022 15.1 Country of operation Country of operation Activity Activity ALGERIA NATIXIS ALGÉRIE Bank GERMANY NATIXIS PFANDBRIEFBANK AG Banks NATIXIS ZWEIGNIEDERLASSUNG DEUTSCHLAND Fin. institution NATIXIS INVESTMENT MANAGERS S.A., ZWEIGNIERDERLASSUNG DEUTSCHLAND Distribution AEW INVEST GMBH Distribution NATIXIS INVESTMENT MANAGERS INTERNATIONAL, ZWEIGNIEDERLASSUNG DEUTSCHLAND Distribution SAUDI ARABIA SAUDI ARABIA INVESTMENT COMPANY Fin. institution AUSTRALIA NATIXIS AUSTRALIA PTY LTD Fin. institution INVESTORS MUTUAL LIMITED Asset Management NATIXIS INVESTMENT MANAGERS AUSTRALIA PTY LIMITED Distribution AEW ASIA LIMITED AUSTRALIAN BRANCH Asset Management AZURE CAPITAL HOLDINGS PTY LTD M&A advisory services THE AZURE CAPITAL TRUST Holding company AZURE CAPITAL LIMITED Holding company AEW AUSTRALIA PTY LTD Asset Management BELGIUM NATIXIS BELGIQUE INVESTISSEMENTS Investment company NATIXIS INVESTMENT MANAGERS S.A., BELGIAN BRANCH Distribution CANADA NATIXIS CANADA Fin. institution NATIXIS IM CANADA HOLDINGS LTD Holding company CHINA NATIXIS SHANGHAI Fin. institution NATIXIS BEIJING Fin. institution VERMILION (BEIJING) ADVISORY COMPANY LIMITED M&A advisory services SOUTH KOREA NATIXIS INVESTMENT MANAGERS KOREA LIMITED Distribution AEW KOREA LLC Asset Management NATIXIS SEOUL Fin. institution NATIXIS IM KOREA LIMITED (NIMKL) Distribution UNITED ARAB EMIRATES NATIXIS DUBAI Fin. institution NATIXIS INVESTMENT MANAGERS MIDDLE EAST Distribution SPAIN NATIXIS MADRID Fin. institution NATIXIS INVESTMENT MANAGERS, SUCURSAL EN ESPANA Distribution NATIXIS PARTNERS IBERIA, S.A. M&A advisory services NATIXIS INVESTMENT MANAGERS INTERNATIONAL, SUCURSAL EN ESPANA Distribution AEW EUROPE LLP SPANISH BRANCH Distribution UNITED STATES AEW CAPITAL MANAGEMENT, INC. Asset Management AEW CAPITAL MANAGEMENT, LP Asset Management AEW PARTNERS V, INC. Asset Management AEW PARTNERS VI, INC. Asset Management AEW PARTNERS VII, INC. Asset Management ALPHASIMPLEX GROUP LLC Asset Management AURORA INVESTMENT MANAGEMENT LLC Asset Management CASPIAN CAPITAL MANAGEMENT, LLC Asset Management EPI SLP LLC Asset Management GATEWAY INVESTMENT ADVISERS, LLC Asset Management HARRIS ALTERNATIVES HOLDING INC. Holding company HARRIS ASSOCIATES LP Asset Management HARRIS ASSOCIATES SECURITIES, LP Distribution LOOMIS SAYLES & COMPANY, INC. Asset Management LOOMIS SAYLES & COMPANY, LP Asset Management LOOMIS SAYLES ALPHA, LLC Asset Management LOOMIS SAYLES DISTRIBUTORS, INC. Distribution LOOMIS SAYLES DISTRIBUTORS, LP Distribution NATIXIS ASG HOLDINGS, INC. Distribution NATIXIS FINANCIAL PRODUCTS LLC Derivatives transactions NATIXIS NEW YORK Fin. institution NATIXIS NORTH AMERICA LLC Holding company NATIXIS REAL ESTATE CAPITAL LLC Real-estate finance NATIXIS REAL ESTATE HOLDINGS LLC Real-estate finance NATIXIS US MTN PROGRAM LLC Issuing vehicle NATIXIS FUNDING CORP Other financial company NATIXIS SECURITIES AMERICAS LLC Brokerage firm EPI SO SLP LLC Asset Management LOOMIS SAYLES TRUST COMPANY, LLC Asset Management VERSAILLES Securitization vehicle HARRIS ASSOCIATES, INC. Asset Management VAUGHAN NELSON INVESTMENT MANAGEMENT, INC. Asset Management NATIXIS INVESTMENT MANAGERS, LLC Holding company NATIXIS INVESTMENT MANAGERS INTERNATIONAL, LLC Distribution AEW SENIOR HOUSING INVESTORS II INC. Asset Management VAUGHAN NELSON INVESTMENT MANAGEMENT, LP Asset Management AEW PARTNERS REAL ESTATE FUND IX, LLC Asset Management CM REO HOLDINGS TRUST Secondary markets finance CM REO TRUST Secondary markets finance MSR TRUST Real-estate finance AEW PARTNERS REAL ESTATE FUND VIII LLC Asset Management AEW SENIOR HOUSING INVESTORS III LLC Asset Management AEW SENIOR HOUSING INVESTORS IV LLC Asset Management MIROVA US LLC Asset Management SEAPORT STRATEGIC PROPERTY PROGRAM I CO-INVESTORS, LLC Asset Management OSTRUM AM US LLC Asset Management FLEXSTONE PARTNERS LLC Asset Management NATIXIS ADVISORS, LLC (formerly NATIXIS ADVISORS, LP) Distribution NATIXIS DISTRIBUTION, LLC (formerly NATIXIS DISTRIBUTION, LP) Distribution NIM-OS, LLC Media and digital AEW COLD OPS MM, LLC Asset Management AEW EHF GP, LLC Asset Management AEW CORE PROPERTY (US) GP, LLC Asset Management SOLOMON PARTNERS, LP (formerly PETER J. SOLOMON COMPANY LP) M&A advisory services SOLOMON PARTNERS SECURITIES COMPANY LLC (formerly PETER J. SOLOMON SECURITIES COMPANY LLC) Brokerage
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 369 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Country of operation Country of operation Activity Activity MIROVA US HOLDINGS LLC Holding company SUNFUNDER INC. Private debt management company AEW PARTNERS X GP, LLC Asset Management NATIXIS INVESTMENT MANAGERS S.A. HOLDINGS, LLC Holding company FRANCE NATIXIS IMMO DÉVELOPPEMENT Residential real estate development NATIXIS INNOV Holding company NATIXIS MARCO Investment company – (extension of activity) NATIXIS S.A. Banks SEVENTURE PARTNERS Asset Management CONTANGO TRADING S.A. Brokerage company NATIXIS PARTNERS M&A advisory services DNCA FINANCE Asset Management NAXICAP PARTNERS Management of venture capital mutual funds OSSIAM Asset Management SPG SICAV NATIXIS INVESTMENT MANAGERS Holding company NATIXIS INVESTMENT MANAGERS PARTICIPATIONS 1 Holding company NATIXIS INVESTMENT MANAGERS PARTICIPATIONS 3 Holding company INVESTIMA 77 Holding company MIROVA Management of venture capital mutual funds OSTRUM AM (NEW) Asset Management SEEYOND Asset Management NATIXIS INVESTMENT MANAGERS INTERNATIONAL Distribution THEMATICS ASSET MANAGEMENT Asset Management VAUBAN INFRASTRUCTURE PARTNERS Asset Management DARIUS CAPITAL CONSEIL Investment advisory services DORVAL ASSET MANAGEMENT Asset Management FLEXSTONE PARTNERS SAS Asset Management NATIXIS IM INNOVATION Asset Management AEW EUROPE S.A. (formerly AEW S.A.) Asset Management AEW (formerly AEW CILOGER) Real-estate management NATIXIS TRADEX SOLUTIONS Holding company NATIXIS INVESTMENT MANAGERS PARTICIPATIONS 5 (formerly MV CREDIT FRANCE) Holding company LOOMIS SAYLES CAPITAL RE Asset Management MV CREDIT SARL, FRENCH BRANCH Asset Management NATIXIS PRIVATE EQUITY Private Equity NATIXIS WEALTH MANAGEMENT Banks VEGA INVESTMENT MANAGERS Mutual fund holding company 1818 IMMOBILIER Real estate operations MASSENA PARTNERS – BRANCH Asset Management and investment advisory services TEORA Insurance brokerage firm NATIXIS COFICINÉ Financial company (audiovisual) NATIXIS INTÉRÉPARGNE Employee savings scheme account management SCI ALTAIR 1 Real estate operations SCI ALTAIR 2 Real estate operations NATIXIS FONCIERE S.A. Real estate investments FONCIERE KUPKA Real estate operations UNITED KINGDOM AEW EUROPE ADVISORY LTD Asset Management AEW EUROPE CC LTD Asset Management AEW EUROPE HOLDING LTD Asset Management AEW EUROPE INVESTMENT LTD Asset Management AEW EUROPE LLP Asset Management AEW GLOBAL LTD Asset Management AEW GLOBAL UK LTD Asset Management LOOMIS SAYLES INVESTMENTS LTD (UK) Asset Management NATIXIS LONDON Fin. institution AEW UK INVESTMENT MANAGEMENT LLP Asset Management NATIXIS INVESTMENT MANAGERS UK LTD Distribution NATIXIS ALTERNATIVE HOLDING LIMITED Holding company FENCHURCH PARTNERS LLP M&A advisory services VERMILION PARTNERS (UK) LIMITED Holding company VERMILION PARTNERS LLP M&A advisory services MV CREDIT LIMITED Asset Management MV CREDIT LLP Asset Management AEW PROMOTE LP LTD Asset Management NATIXIS INVESTMENT MANAGERS UK (FUNDS) LIMITED (UK), LLC Operational support AEW EVP GP LLP Asset Management AEW GLOBAL ADVISORS (EUROPE) LTD Asset Management MIROVA UK LIMITED (formerly MIROVA NATURAL CAPITAL LIMITED) Asset Management HONG KONG AEW ASIA LIMITED Asset Management NATIXIS ASIA LTD Other financial company NATIXIS HONG KONG Fin. institution NATIXIS INVESTMENT MANAGERS HONG KONG LIMITED Asset Management VERMILION PARTNERS (HOLDINGS) LIMITED Holding company VERMILION PARTNERS LIMITED Holding company NATIXIS HOLDINGS (HONG KONG) LIMITED Holding company NATIXIS INVESTMENT MANAGERS INTERNATIONAL HONG KONG LIMITED Asset Management CAYMAN ISLANDS DF EFG3 LIMITED Holding company INDIA NATIXIS GLOBAL SERVICES (INDIA) PRIVATE LIMITED Operational support IRELAND BLEACHERS FINANCE Securitization vehicle PURPLE FINANCE CLO 1 Securitization vehicle PURPLE FINANCE CLO 2 Securitization vehicle ITALY NATIXIS MILAN Fin. institution DNCA FINANCE MILAN BRANCH Asset Management AEW ITALIAN BRANCH (formerly AEW CILOGER ITALIAN BRANCH) Distribution NATIXIS INVESTMENT MANAGERS INTERNATIONAL, SUCCURSALE ITALIANA Distribution SEEYOND, ITALIAN BRANCH Asset Management OSTRUM ASSET MANAGEMENT ITALIA Asset Management JAPAN NATIXIS JAPAN SECURITIES CO, LTD Fin. institution NATIXIS TOKYO Fin. institution NATIXIS INVESTMENT MANAGERS JAPAN CO., LTD Asset Management AEW JAPAN CORPORATION Asset Management JERSEY AEW VALUE INVESTORS ASIA II GP LIMITED Asset Management NATIXIS STRUCTURED PRODUCTS LTD Issuing vehicle AEW VALUE INVESTORS ASIA III GP LIMITED Asset Management AEW APREF INVESTORS, LP Asset Management KENYA SUNFUNDER EAST AFRICA LTD Private debt management company LUXEMBOURG KENNEDY FINANCEMENT LUXEMBOURG Investment company – Asset Management KENNEDY FINANCEMENT LUXEMBOURG 2 Central corporate treasury – Asset Management NATIXIS ALTERNATIVE ASSETS Holding company NATIXIS REAL ESTATE FEEDER SARL Investment company NATIXIS TRUST Holding company NATIXIS STRUCTURED ISSUANCE Issuing vehicle NATIXIS INVESTMENT MANAGERS S.A. Distribution MV CREDIT SARL Asset Management
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 370 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Country of operation Country of operation Activity Activity DNCA FINANCE BRANCH LUXEMBOURG Asset Management LOOMIS SAYLES ALPHA LUXEMBOURG, LLC Asset Management AEW VIA IV GP PARTNERS S.À RL Asset Management AEW APREF GP S.À RL Asset Management AEW CORE PROPERTY (US) LUX GP, SARL Asset Management AEW EUROPE SARL Asset Management AEW EUROPE GLOBAL LUX Asset Management AEW VIA V GP PARTNERS S.À R.L Asset Management LOOMIS SAYLES EURO INVESTMENT GRADE CREDIT Asset Management NATIXIS WEALTH MANAGEMENT LUXEMBOURG Bank MASSENA PARTNERS S.A. Asset Management and investment advisory services MASSENA Wealth Management SARL Asset Management and investment advisory services MALAYSIA NATIXIS LABUAN Fin. institution MEXICO NATIXIS IM MEXICO, S. DE R.L DE C.V. Asset Management NETHERLANDS LOOMIS SAYLES & COMPANY, LP, DUTCH BRANCH Distribution LOOMIS SAYLES (NETHERLANDS) BV Distribution NATIXIS INVESTMENT MANAGERS INTERNATIONAL, NEDERLANDS Distribution AEW – DUTCH BRANCH Real-estate management POLAND AEW CENTRAL EUROPE Asset Management PORTUGAL NATIXIS PORTO Fin. institution CZECH REPUBLIC AEW CENTRAL EUROPE CZECH Distribution RUSSIA NATIXIS BANK JSC, MOSCOW Bank SINGAPORE LOOMIS SAYLES INVESTMENTS ASIA PTE LTD Asset Management NATIXIS SINGAPORE Fin. institution AEW ASIA PTE LTD Asset Management NATIXIS INVESTMENT MANAGERS SINGAPORE LIMITED Asset Management SWEDEN MIROVA SWEDEN SUBSIDIARY Asset Management NATIXIS INVESTMENT MANAGERS INTERNATIONAL, NORDICS FILIAL Distribution SWITZERLAND NATIXIS INVESTMENT MANAGERS SWITZERLAND SARL Asset Management FLEXSTONE PARTNERS SARL Asset Management TAIWAN NATIXIS TAIWAN Fin. institution NATIXIS INVESTMENT MANAGERS SECURITIES INVESTMENT CONSULTING CO. LTD Asset Management URUGUAY NATIXIS INVESTMENT MANAGERS URUGUAY S.A. Distribution
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 371 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Net banking income, pre-tax profit, taxes and headcount by country 15.2 at December 31, 2022 Country of operation NBI (in millions of euros) Profit or loss before taxes, including operating taxes Profit or loss before tax Corporate income tax Headcount (FTE) ALGERIA 61 29 27 (8) 819 GERMANY 79 29 28 (9) 140 SAUDI ARABIA 0 0 (0) 0 4 AUSTRALIA 56 22 22 (7) 118 BELGIUM 0 (0) (1) (0) 2 CANADA 3 0 0 (1) 8 CHINA 25 7 7 (2) 66 SOUTH KOREA 2 0 0 (0) 19 UNITED ARAB EMIRATES 40 18 17 0 59 SPAIN 63 45 43 (12) 91 UNITED STATES 2,785 770 723 (144) 2,896 FRANCE 3,102 380 160 (179) 6,601 UNITED KINGDOM 311 97 86 (8) 540 HONG KONG 305 129 123 (18) 402 CAYMAN ISLANDS 6 6 6 0 0 INDIA (0) 2 2 (0) 89 IRELAND (1) (2) (2) 0 0 ITALY 98 30 29 (14) 99 JAPAN 67 31 30 6 108 KENYA 1 (3) (3) (0) 18 LUXEMBOURG (4) (73) (78) 9 162 MALAYSIA 3 3 3 (0) 4 MEXICO 1 0 0 (0) 2 MONACO 4 3 3 (1) 0 NETHERLANDS 3 (3) (3) (0) 11 POLAND 1 (1) (1) 0 3 PORTUGAL (0) 4 4 (1) 1,428 CZECH REPUBLIC 0 0 0 0 3 RUSSIA 6 1 0 (0) 23 SINGAPORE 132 40 34 (5) 275 SWEDEN 0 0 0 (0) 3 SWITZERLAND 6 2 2 (0) 18 TAIWAN 9 (7) (8) 2 18 URUGUAY 1 0 0 (0) 2 7,164 1,559 1,252 (393) 14,030
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 372 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022Comparative consolidation scopes Note 16 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership CORPORATE & INVESTMENT BANKING NATIXIS PFANDBRIEFBANK AG Banks FC 100 100 100 100 Germany Azure Capital Holdings Pty Ltd M&A advisory services FC 56 56 53 53 Australia Azure Capital Securities Pty Ltd (y) Fund management and Equity Capital Markets 53 53 Australia The Azure Capital Trust Holding company FC 56 56 53 53 Australia Azure Capital Limited Holding company FC 56 56 53 53 Australia NATIXIS AUSTRALIA PTY Ltd Fin. institution FC 100 100 100 100 Australia Saudi Arabia Investment Company Fin. institution FC 100 100 100 100 Saudi Arabia NATIXIS BELGIQUE INVESTISSEMENTS Investment company FC 100 100 100 100 Belgium EDF GROUP INVESTMENT Investment company EM 8 8 8 8 Belgium Vermilion (Beijing) Advisory Company Limited (c) M&A advisory services FC 72 72 51 51 China Natixis Partners Iberia, S.A. (d) M&A advisory services FC 89 89 85 85 Spain NATIXIS NORTH AMERICA LLC Holding company FC 100 100 100 100 United States Solomon Partners, LP (formerly Peter J. Solomon Company LP)* (p) M&A advisory services FC 58 58 53 53 United States Solomon Partners Securities Company LLC (formerly Peter J. Solomon Securities Company LLC)* (p) Brokerage FC 58 58 53 53 United States NATIXIS FUNDING CORP Other financial company FC 100 100 100 100 United States Versailles Securitization vehicle FC 100 0 100 0 United States NATIXIS SECURITIES AMERICAS LLC Brokerage firm FC 100 100 100 100 United States NATIXIS FINANCIAL PRODUCTS LLC Derivatives transactions FC 100 100 100 100 United States NATIXIS REAL ESTATE HOLDINGS LLC Real-estate finance FC 100 100 100 100 United States NATIXIS REAL ESTATE CAPITAL LLC Real-estate finance FC 100 100 100 100 United States CM REO HOLDINGS TRUST Secondary markets finance FC 100 100 100 100 United States CM REO TRUST Secondary markets finance FC 100 100 100 100 United States MSR TRUST Real-estate finance FC 100 100 100 100 United States Natixis US MTN Program LLC Issuing vehicle FC 100 100 100 100 United States NATIXIS S.A. Banks FC 100 100 100 100 France NATIXIS IMMO DEVELOPPEMENT Residential real estate development FC 100 100 100 100 France CONTANGO TRADING S.A. Brokerage company FC 100 100 100 100 France Natixis Partners M&A advisory services FC 100 100 100 100 France FCT Liquidité Short 1 (w) Securitization vehicle 100 100 France EOLE Collateral (w) Securitization vehicle 100 100 France SPG SICAV FC 100 100 100 100 France NATIXIS MARCO Investment company – (extension of activity) FC 100 100 100 100 France NATIXIS INNOV Holding company FC 100 100 100 100 France Investima 77 Holding company FC 100 100 100 100 France Natixis Alternative Holding Limited Holding company FC 100 100 100 100 United Kingdom Fenchurch Partners LLP M&A advisory services FC 51 51 51 51 United Kingdom Vermilion Partners (UK) Limited (c) Holding company FC 72 72 51 51 United Kingdom Vermilion Partners LLP (c) M&A advisory services FC 72 72 51 51 United Kingdom NATIXIS ASIA LTD Other financial company FC 100 100 100 100 Hong Kong Natixis Holdings (Hong Kong) Limited Holding company FC 100 100 100 100 Hong Kong Vermilion Partners (Holdings) Limited (c) Holding company FC 72 72 51 51 Hong Kong Vermilion Partners Limited (c) Holding company FC 72 72 51 51 Hong Kong Natixis Global Services (India) Private Limited Operational support FC 100 100 100 100 India NATINIUM FINANCIAL PRODUCTS (j) Securitization vehicle 100 100 Ireland Bleachers finance Securitization vehicle FC 100 0 100 0 Ireland DF EFG3 Limited Holding company FC 100 100 100 100 Cayman Islands NATIXIS JAPAN SECURITIES CO, Ltd Fin. institution FC 100 100 100 100 Japan NATIXIS STRUCTURED PRODUCTS LTD Issuing vehicle FC 100 100 100 100 Jersey
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 373 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership NATIXIS TRUST Holding company FC 100 100 100 100 Luxembourg NATIXIS REAL ESTATE FEEDER SARL Investment company FC 100 100 100 100 Luxembourg NATIXIS ALTERNATIVE ASSETS Holding company FC 100 100 100 100 Luxembourg Natixis Structured Issuance Issuing vehicle FC 100 100 100 100 Luxembourg Natixis Bank JSC, Moscow Bank FC 100 100 100 100 Russia Branches NATIXIS Zweigniederlassung Deutschland Fin. institution FC 100 100 100 100 Germany NATIXIS CANADA Fin. institution FC 100 100 100 100 Canada NATIXIS SHANGHAI Fin. institution FC 100 100 100 100 China NATIXIS BEIJING Fin. institution FC 100 100 100 100 China NATIXIS DUBAI Fin. institution FC 100 100 100 100 United Arab Emirates NATIXIS NEW YORK Fin. institution FC 100 100 100 100 United States NATIXIS MADRID Fin. institution FC 100 100 100 100 Spain NATIXIS LONDON Fin. institution FC 100 100 100 100 United Kingdom NATIXIS HONG KONG Fin. institution FC 100 100 100 100 Hong Kong NATIXIS MILAN Fin. institution FC 100 100 100 100 Italy NATIXIS TOKYO Fin. institution FC 100 100 100 100 Japan NATIXIS LABUAN Fin. institution FC 100 100 100 100 Malaysia NATIXIS PORTO Fin. institution FC 100 100 100 100 Portugal Natixis Seoul (x) Fin. institution FC 100 100 South Korea NATIXIS SINGAPORE Fin. institution FC 100 100 100 100 Singapore NATIXIS TAIWAN Fin. institution FC 100 100 100 100 Taiwan Film industry financing NATIXIS COFICINE** Financial company (audiovisual) FC 100 100 100 100 France ASSET & WEALTH MANAGEMENT Asset Management NATIXIS Investment Managers GROUP AEW Invest GmbH (k) Distribution FC 100 100 60 60 Germany Natixis Investment Managers Australia Pty Limited Distribution FC 100 100 100 100 Australia Investors Mutual Limited (v) Asset Management FC 68 68 68 68 Australia AEW Australia Pty Ltd (aa) Asset Management FC 100 100 Australia Mirova Natural Capital Brazil Consultoria e Assessoria LTDA (u) Consulting 100 100 Brazil Natixis IM Canada Holdings Ltd Holding company FC 100 100 100 100 Canada Natixis Investment Managers Korea Limited Distribution FC 100 100 100 100 South Korea AEW Korea LLC Asset Management FC 100 100 100 100 South Korea Natixis IM Korea Limited (NIMKL) (aa) Distribution FC 100 100 South Korea AEW CAPITAL MANAGEMENT, INC. Asset Management FC 100 100 100 100 United States AEW CAPITAL MANAGEMENT, LP Asset Management FC 100 100 100 100 United States AEW PARTNERS V, INC. Asset Management FC 100 100 100 100 United States AEW PARTNERS VI, INC. Asset Management FC 100 100 100 100 United States AEW PARTNERS VII, INC. Asset Management FC 100 100 100 100 United States AEW SENIOR HOUSING INVESTORS II INC. Asset Management FC 100 100 100 100 United States AEW Partners X GP, LLC (aa) Asset Management FC 100 100 United States AEW Value Investors Asia II GP Limited Asset Management FC 100 100 100 100 Jersey AEW VIA INVESTORS, LTD (h) Asset Management 100 100 Cayman Islands
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 374 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership AEW Partners Real Estate Fund VIII LLC Asset Management FC 100 100 100 100 United States AEW Senior Housing Investors III LLC Asset Management FC 100 100 100 100 United States AEW Senior Housing Investors IV LLC Asset Management FC 100 100 100 100 United States AEW Partners Real Estate Fund IX, LLC Asset Management FC 100 100 100 100 United States AEW Cold Ops MM, LLC Asset Management FC 100 100 100 100 United States AEW EHF GP, LLC Asset Management FC 100 100 100 100 United States AEW Core Property (US) GP, LLC Asset Management FC 100 100 100 100 United States Seaport Strategic Property Program I Co-Investors, LLC Asset Management FC 100 100 100 100 United States ALPHASIMPLEX GROUP LLC Asset Management FC 100 100 100 100 United States AURORA INVESTMENT MANAGEMENT LLC Asset Management FC 100 100 100 100 United States CASPIAN CAPITAL MANAGEMENT, LLC Asset Management FC 100 100 100 100 United States EPI SLP LLC (k) Asset Management FC 100 100 60 60 United States EPI SO SLP LLC (k) Asset Management FC 100 100 60 60 United States GATEWAY INVESTMENT ADVISERS, LLC Asset Management FC 100 100 100 100 United States HARRIS ALTERNATIVES HOLDING INC. Holding company FC 100 100 100 100 United States HARRIS ASSOCIATES LP Asset Management FC 100 100 100 100 United States HARRIS ASSOCIATES SECURITIES, LP Distribution FC 100 100 100 100 United States HARRIS ASSOCIATES, INC. Asset Management FC 100 100 100 100 United States LOOMIS SAYLES & COMPANY, INC. Asset Management FC 100 100 100 100 United States LOOMIS SAYLES & COMPANY, LP Asset Management FC 100 100 100 100 United States LOOMIS SAYLES ALPHA, LLC Asset Management FC 100 100 100 100 United States LOOMIS SAYLES DISTRIBUTORS, INC. Distribution FC 100 100 100 100 United States LOOMIS SAYLES DISTRIBUTORS, LP Distribution FC 100 100 100 100 United States LOOMIS SAYLES TRUST COMPANY, LLC Asset Management FC 100 100 100 100 United States Loomis Sayles Operating Services, LLC (y) Asset Management 100 100 United States Ostrum AM US LLC Asset Management FC 100 100 100 100 United States NATIXIS ASG HOLDINGS, INC. Distribution FC 100 100 100 100 United States Flexstone Partners LLC Asset Management FC 87 87 87 87 United States Natixis Investment Managers, LLC Holding company FC 100 100 100 100 United States Natixis Advisors, LLC (formerly Natixis Advisors, LP) Distribution FC 100 100 100 100 United States Natixis Distribution, LLC (formerly Natixis Distribution, LP) Distribution FC 100 100 100 100 United States NATIXIS Investment Managers INTERNATIONAL, LLC Distribution FC 100 100 100 100 United States NIM-os, LLC Media and digital FC 100 100 100 100 United States VAUGHAN NELSON INVESTMENT MANAGEMENT, INC. Asset Management FC 100 100 100 100 United States VAUGHAN NELSON INVESTMENT MANAGEMENT, LP Asset Management FC 100 100 100 100 United States Mirova US LLC Asset Management FC 100 100 100 100 United States Natixis Investment Managers S.A. Holdings, LLC Holding company FC 100 100 100 100 United States Mirova US Holdings LLC (m) Holding company FC 100 100 United States SunFunder Inc. (m) Private debt management company FC 100 100 United States Natixis IM innovation Asset Management FC 100 100 100 100 France AEW Europe S.A. (formerly AEW S.A.) (k) Asset Management FC 100 100 60 60 France AEW (formerly AEW Ciloger) (k) Real-estate management FC 100 100 60 60 France ALLIANCE ENTREPRENDRE (o) Asset Management 100 100 France DARIUS CAPITAL CONSEIL Investment advisory services FC 70 70 70 70 France DNCA Finance Asset Management FC 100 87 100 87 France Dorval Asset Management (i) Asset Management FC 99 99 89 89 France Flexstone Partners SAS (cc) Asset Management FC 87 87 87 87 France Mirova Management of venture capital mutual funds FC 100 100 100 100 France Natixis Investment Managers International Distribution FC 100 100 100 100 France Ostrum AM (New) (k) Asset Management FC 100 100 55 55 France Natixis TradEx Solutions** Holding company FC 100 100 100 100 France NATIXIS Investment Managers Holding company FC 100 100 100 100 France NATIXIS Investment Managers PARTICIPATIONS 1 Holding company FC 100 100 100 100 France NATIXIS Investment Managers PARTICIPATIONS 3 Holding company FC 100 100 100 100 France
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 375 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership NAXICAP PARTNERS Management of venture capital mutual funds FC 100 100 100 100 France OSSIAM (q) Asset Management FC 82 83 71 71 France SEVENTURE PARTNERS Asset Management FC 59 59 59 59 France SEEYOND Asset Management FC 100 100 100 100 France Natixis Investment Managers Participations 5 (formerly MV Credit France)* Holding company FC 100 100 100 100 France H2O AM Europe (g) Asset Management 50 50 France Thematics Asset Management Asset Management FC 50 50 50 50 France Vauban Infrastructure Partners (dd) Asset Management FC 61 59 61 62 France Loomis Sayles Capital Re (s) Asset Management FC 100 100 France AEW EUROPE ADVISORY LTD (k) Asset Management FC 100 100 60 60 United Kingdom AEW EUROPE CC LTD (k) Asset Management FC 100 100 60 60 United Kingdom AEW EUROPE HOLDING LTD (k) Asset Management FC 100 100 60 60 United Kingdom AEW EUROPE INVESTMENT LTD (k) Asset Management FC 100 100 60 60 United Kingdom AEW EUROPE LLP (k) Asset Management FC 100 100 60 60 United Kingdom AEW EUROPE PARTNERSHIP (z) Asset Management 60 60 United Kingdom AEW GLOBAL ADVISORS (EUROPE) LTD Asset Management FC 100 100 100 100 United Kingdom AEW GLOBAL LTD (k) Asset Management FC 100 100 60 60 United Kingdom AEW GLOBAL UK LTD (k) Asset Management FC 100 100 60 60 United Kingdom AEW UK INVESTMENT MANAGEMENT LLP (k) Asset Management FC 100 100 100 60 United Kingdom AEW Promote LP Ltd (k) Asset Management FC 100 100 100 60 United Kingdom AEW EVP GP LLP (k) Asset Management FC 100 100 100 60 United Kingdom H2O Asset Management LLP (g) Asset Management 50 50 United Kingdom H2O Asset Management Corporate member (g) Asset Management 50 50 United Kingdom LOOMIS SAYLES INVESTMENTS LTD (UK) Asset Management FC 100 100 100 100 United Kingdom NATIXIS Investment Managers UK LTD Distribution FC 100 100 100 100 United Kingdom Natixis Investment Managers UK (Funds) Limited (UK), LLC Operational support FC 100 100 100 100 United Kingdom Mirova UK Limited (formerly Mirova Natural Capital Limited)* Asset Management FC 100 100 100 100 United Kingdom MV Credit Limited Asset Management FC 100 100 100 100 United Kingdom MV Credit LLP Asset Management FC 100 100 100 100 United Kingdom AEW ASIA LIMITED Asset Management FC 100 100 100 100 Hong Kong NATIXIS Investment Managers HONG KONG LIMITED Asset Management FC 100 100 100 100 Hong Kong Poincaré Holdings Ltd (g) Asset Management 50 25 Hong Kong Poincaré Capital Management Ltd (g) Asset Management 50 25 Hong Kong Natixis Investment Managers International Hong Kong Limited Asset Management FC 100 100 100 100 Hong Kong PURPLE FINANCE CLO 1 Securitization vehicle FC 89 89 89 89 Ireland PURPLE FINANCE CLO 2 Securitization vehicle FC 100 100 100 100 Ireland Asahi Natixis Investment Managers Co. Ltd Distribution EM 49 49 49 49 Japan NATIXIS Investment Managers JAPAN CO., LTD Asset Management FC 100 100 100 100 Japan AEW Japan Corporation Asset Management FC 100 100 100 100 Japan AEW Value Investors Asia III GP Limited Asset Management FC 100 100 100 100 Jersey AEW APREF Investors, LP (n) Asset Management FC 100 100 Jersey SunFunder East Africa Ltd (m) Private debt management company FC 100 100 Kenya AEW EUROPE SARL (k) Asset Management FC 100 100 60 60 Luxembourg AEW EUROPE GLOBAL LUX (k) Asset Management FC 100 100 100 60 Luxembourg AEW VIA IV GP Partners S.à RL Asset Management FC 100 100 100 100 Luxembourg AEW VIA V GP Partners S.à RL (s) Asset Management FC 100 100 Luxembourg AEW APREF GP S.à RL Asset Management FC 100 100 100 100 Luxembourg AEW Core Property (US) Lux GP, SARL Asset Management FC 100 100 100 100 Luxembourg H2O Asset Management HOLDING (g) Asset Management 50 50 Luxembourg
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 376 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership KENNEDY FINANCEMENT Luxembourg Investment company – Asset Management FC 100 100 100 100 Luxembourg KENNEDY FINANCEMENT Luxembourg 2 Central corporate treasury – Asset Management FC 100 100 100 100 Luxembourg Loomis Sayles Alpha Luxembourg, LLC Asset Management FC 100 100 100 100 Luxembourg Loomis Sayles Euro Investment Grade Credit (f) Asset Management FC 34 34 Luxembourg NATIXIS Investment Managers S.A. Distribution FC 100 100 100 100 Luxembourg MV Credit SARL Asset Management FC 100 100 100 100 Luxembourg Thematics Subscription Economy Fund (z) Asset Management 44 44 Luxembourg Natixis IM Mexico, S. de R.L. de C.V Asset Management FC 100 100 100 100 Mexico H2O AM Monaco SAM (g) Asset Management 50 50 Monaco Prometheus Wealth Management SAM (g) Asset Management 50 25 Monaco Loomis Sayles (Netherlands) BV Distribution FC 100 100 100 100 Netherlands AEW CENTRAL EUROPE (k) Asset Management FC 100 100 60 60 Poland Natixis Investment Managers Singapore Limited Asset Management FC 100 100 100 100 Singapore AEW Asia Pte Ltd Asset Management FC 100 100 100 100 Singapore LOOMIS SAYLES INVESTMENTS ASIA Pte Ltd Asset Management FC 100 100 100 100 Singapore H2O AM Asia Pte Ltd (g) Asset Management 50 50 Singapore Flexstone Partners SARL Asset Management FC 87 87 87 87 Switzerland Natixis Investment Managers Switzerland Sarl Asset Management FC 100 100 100 100 Switzerland NATIXIS Investment ManagerS SECURITIES INVESTMENT CONSULTING Co. LTD Asset Management FC 100 100 100 100 Taiwan Natixis Investment Managers Uruguay S.A. Distribution FC 100 100 100 100 Uruguay NATIXIS INTÉREPARGNE Employee savings scheme account management FC 100 100 100 100 France Branches Natixis Investment Managers S.A., Zweignierderlaasung Deutschland Distribution FC 100 100 100 100 Germany Natixis Investment Managers International, Zweigniederlassung Deutschland (x) Distribution FC 100 100 Germany AEW Asia Limited Australian Branch Asset Management FC 100 100 100 100 Australia Natixis Investment Managers S.A., Belgian Branch Distribution FC 100 100 100 100 Belgium Natixis Investment Managers Middle East Distribution FC 100 100 100 100 United Arab Emirates Natixis Investment Managers, Sucursal en Espana Distribution FC 100 100 100 100 Spain AEW Europe LLP Spanish Branch (k) Distribution FC 100 100 100 60 Spain Natixis Investment Managers International, Sucursal en Espana (r) Distribution FC 100 100 Spain Mirova Natural Capital Limited, French branch (h) Asset Management 100 100 France MV Credit SARL, French branch (e) Asset Management FC 100 100 France AEW Italian Branch (formerly AEW Ciloger Italian Branch) (k) Distribution FC 100 100 60 60 Italy Natixis Investment Managers S.A., Succursale italiana (t) Distribution 100 100 Italy DNCA Finance Milan branch Asset Management FC 100 87 100 87 Italy Natixis Investment Managers International, Succursale Italiana (e) Distribution FC 100 100 Italy Seeyond, Italian Branch (l) Asset Management FC 100 100 Italy Ostrum Asset Management Italia (x) Asset Management FC 100 100 Italy DNCA Finance Luxembourg branch Asset Management FC 100 87 100 87 Luxembourg Natixis Investment Managers, Nederlands (t) Distribution 100 100 Netherlands Loomis Sayles & Company, LP, Dutch Branch Distribution FC 100 100 100 100 Netherlands AEW – Dutch Branch (k) Real-estate management FC 100 100 100 60 Netherlands Natixis Investment Managers International, Nederlands (e) Distribution FC 100 100 Netherlands AEW Central Europe Czech (k) Distribution FC 100 100 60 60 Czech Republic Natixis Investment Managers, Nordics filial (t) Distribution 100 100 Sweden Mirova Sweden subsidiary Asset Management FC 100 100 100 100 Sweden
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 377 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership Natixis Investment Managers International, Nordics filial (e) Distribution FC 100 100 Sweden PRIVATE EQUITY – THIRD-PARTY ASSET MANAGEMENT NATIXIS Private Equity Private Equity FC 100 100 100 100 France DAHLIA A SICAR SCA (bb) Private Equity 100 100 Luxembourg Wealth Management NATIXIS Wealth Management Luxembourg Bank FC 100 100 100 100 Luxembourg Natixis Wealth Management groupe Natixis Wealth Management** Banks FC 100 100 100 100 France VEGA Investment ManagerS Mutual fund holding company FC 100 100 100 100 France 1818 IMMOBILIER Real estate operations FC 100 100 100 100 France TEORA Insurance brokerage firm FC 100 100 100 100 France Massena Partners S.A. Asset Management and investment advisory services FC 98 98 98 98 Luxembourg Massena Wealth Management SARL Asset Management and investment advisory services FC 98 98 98 98 Luxembourg Branches Massena Partners – Branch Asset Management and investment advisory services FC 98 98 98 98 France INSURANCE NATIXIS ASSURANCES (a) Insurance company holding company 100 100 France NATIXIS LIFE (a) Life insurance 100 100 Luxembourg BPCE IARD (formerly ASSURANCES Banque Populaire IARD) (a) Insurance for damage to property 50 50 France BPCE Prévoyance (a) Personal protection insurance 100 100 France ADIR (a) Insurance for damage to property 34 34 Lebanon FRUCTIFONCIER (a) Insurance real estate investments 100 100 France BPCE Vie (a) Insurance 100 100 France REAUMUR ACTIONS (a) Insurance investment mutual fund 100 100 France NAMI INVESTMENT (a) Insurance real estate investments 100 100 France ECUREUIL VIE DÉVELOPPEMENT (a) Insurance 51 51 France BPCE RELATION ASSURANCES (a) Mutual fund 100 100 France SCI DUO PARIS (a) Real-estate management 50 50 France Fonds TULIP (a) Insurance investments (Securitization funds) 100 100 France FCT NA Financement de l’économie – compartiment Immocorp II (a) Insurance investments (Securitization funds) 100 100 France DNCA INVEST NORDEN (a) Insurance investment mutual fund 39 39 Luxembourg THEMATICS AI AND ROBOTICS (a) Asset Management 37 37 Luxembourg AAA ACTIONS AGRO ALIMENTAIRE (a) Insurance investment mutual fund 37 37 France SCPI IMMOB EVOLUTIF (a) Insurance real estate investments 48 48 France OPCI FRANCEUROPE IMMO (a) Insurance investment mutual fund 57 57 France SELECTIZ (a) Insurance investment mutual fund 58 58 France SELECTIZ PLUS FCP 4DEC (a) Insurance investment mutual fund 57 57 France ALLOCATION PILOTÉE ÉQUILIBRE C (a) Insurance investment mutual fund 47 47 France MIROVA EUROPE ENVIRONNEMENT C (a) Insurance investment mutual fund 37 37 France Vega Euro Rendement FCP RC (a) Insurance investment mutual fund 31 31 France BPCE ASSURANCES (a) Insurance company 100 100 France BPCE APS (a) Service providers 53 53 France Branches NATIXIS LIFE (a) Life insurance 100 100 France PAYMENTS Payment Natixis Payment Solutions** (a) Banking services 100 100 France NATIXIS PAIEMENT HOLDING (a) Holding company 100 100 France XPOLLENS (formerly S-MONEY) (a) Payment services 100 100 France PAYPLUG (a) Payment services 100 100 France BIMPLI (a) Payment services, service vouchers and online service for works councils 100 100 France Dalenys group DALENYS S.A. (a) Holding company 100 100 Belgium
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 378 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business lines Consolidated subsidiaries Activity Consolidation method at December 31, 2022 31/12/2022 31/12/2021 Country % % Control Ownership Control Ownership DALENYS INTERNATIONAL (a) Holding company 100 100 Netherlands DALENYS FINANCE (a) Holding company 100 100 Netherlands DALENYS PAYMENT (a) Payment services 100 100 France DALENYS SERVICES (a) Internal services provider 100 100 France DALENYS MARKETING (a) Online service 100 100 France DALENYS TECHNOLOGIES (a) Online service 100 100 France RECOMMERCE (a) Online service 100 100 France CORPORATE CENTER NATIXIS ALGÉRIE Bank FC 100 100 100 100 Algeria SCI ALTAIR 1 Real estate operations FC 100 100 100 100 France SCI ALTAIR 2 Real estate operations FC 100 100 100 100 France NATIXIS IMMO EXPLOITATION (b) Real estate operations 100 100 France FONCIERE KUPKA Real estate operations FC 100 100 100 100 France NATIXIS FONCIERE S.A. Real estate investments FC 100 100 100 100 France Change in registered company name in 2022. * French subsidiaries that are exempted from prudential requirements on an individual basis in accordance with the provisions of Article 7 of Regulation (EU) No. 575/2013 of the European ** Parliament and of the Council of June 26, 2013 concerning the prudential requirements applicable to credit institutions. All Payments and Insurance business line entities were transferred to BPCE in the first quarter of 2022. (a) The entity was sold to BPCE on March 1, 2022. (b) The shareholding of the Vermilion entities increased from 51% to 71.60% following the exercise of the put on the minority interests in the first quarter of 2022. (c) The shareholding of Natixis Partners Iberia increased from 85% to 89.22% following the exercise of the put on the minority interests in the first quarter of 2022. (d) Creation and consolidation of the branch in the first quarter of 2022. (e) Consolidation in the first quarter of 2022 after thresholds were crossed. (f) In the first quarter of 2022, Natixis IM sold a portion of its stake in H2O to its managers. Following this transaction, NIM retains a residual stake of 23.4% in the capital of H2O, but without (g) any voting rights or representation on the H2O’s management bodies. As a result, all H2O companies are deconsolidated. Deconsolidation of the entity in the first quarter of 2022 following its liquidation. (h) Following the exercise of put options by Dorval managers in the first and third quarter of 2022, Natixis IM acquired an additional 10.2% stake in the entity. After these transactions, NIM’s (i) rate of control and interest in Dorval Asset Management increased to 99.4%. Deconsolidation of the entity in the second quarter of 2022 following its liquidation (maturity). (j) The shareholding of Ostrum AM and AEW Europe increased to 100% in the second quarter of 2022 following the buyout of non-controlling interests from LBP (La Banque Postale). (k) Creation and consolidation of the branch in the second quarter of 2022. (l) Acquisition and consolidation in the second quarter 2022 of SunFunder, a private debt management company dedicated to financing renewable energy projects in Africa and Asia. (m) Creation and consolidation of the subsidiary in the second quarter of 2022. (n) Alliance Entreprendre, wholly-owned by Naxicap, was absorbed by its parent company in April 2022, retroactive to January 1, 2022. (o) The shareholding rate the two entities of Solomon Partners increased from 53.28% to 58.49% following the exercise of put options by the partners in the second quarter of 2022. (p) The percentage of control in Ossiam increased by 11.5% following the exercise of put options by managers in the second and third quarters of 2022, combined with the sale of shares to (q) Ossiam managers in the fourth quarter. Creation and consolidation of the branch in the third quarter of 2022. (r) Creation and consolidation of the subsidiary in the third quarter of 2022. (s) Closure of the branch in the third quarter of 2022. (t) Disposal of the entity in the third quarter of 2022. (u) Following the exercise of put options by Dorval managers in the third quarter, Natixis IM acquired an additional 0.2% stake in the entity. After these transactions, NIM’s rate of control and (v) interest in Dorval Asset Management increased to 68%. Deconsolidation of the entity in the third quarter of 2022 following its liquidation. (w) Closure of the branch in the fourth quarter of 2022. (x) Deconsolidation of the entity in the fourth quarter of 2022 following its liquidation. (y) Deconsolidation of the entity in the fourth quarter of 2022 after it fell below the thresholds. (z) Creation and consolidation of the subsidiary in the fourth quarter of 2022. (aa) Deconsolidation of the fund. Natixis Private Equity (NPE) investment in the Dahlia A Sicar fund was sold externally in October 2022. (bb) Natixis IM acquired an additional 0.5% stake in the capital of Flexstone SAS, after the purchase in November 2022 of the shares held by a manager leaving the structure. Following this (cc) transaction, the ownership and interest rate in Flexstone SAS increased from 86.6% to 87.1%. The review of the mechanism for calculating the economic rights of Vauban’s shareholders led to a regularization of the interest rate from 62% to 58.5%. (dd)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Consolidated financial statements and notes 379 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Non-consolidated entities at December 31, 2022 16.1 Information on entities that are exclusively controlled, jointly controlled or significantly influenced, and controlled structured entities that are not included in the consolidation scope, are available on the Natixis website at: https://natixis.groupebpce.com/about-us/financial-information/?lang=eng Non-consolidated investments at December 31, 2022 16.2 Non-consolidated investments at December 31, 2022 representing a fraction of the share capital greater than or equal to 10% and whose net carrying amount is greater than or equal to €5 million are as follows: Entities Country Share of capital held (a) Amount of shareholders’ equity (in millions of euros) Amount of profit (in millions of euros) NYBEQ LLC (b) United States 100% 9 0 Investima 6 SAS (b) France 100% 7 (0) Clipperton Finance (b) France 45% 8 3 BP Dev (b) France 30% 682 110 EURO CAPITAL (b) France 26% 31 0 WCM Investment Management (b) United States 25% 118 309 CE DÉVELOPPEMENT (b) France 15% 149 14 EFG – HERMES HOLDING (b) Egypt 12% 97 (9) Directly or indirectly. (a) Information on shareholders’ equity and income is that for the last fiscal year as approved by the General Shareholders’ Meeting (December 31, 2021). (b)
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 380 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statutory Auditors’ report 5.2 on the consolidated financial statements Fiscal year ended December 31, 2022 To the General Shareholders’ Meeting Opinion In compliance with the engagement entrusted to us by your General Shareholders’ Meeting, we have audited the accompanying consolidated financial statements of NATIXIS S.A. for the fiscal year ended December 31, 2022. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group over the past fiscal year, and of the results of its operations for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The opinion expressed above is consistent with the content of our report to the Audit Committee. Basis for Opinion Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under these standards are further described in the “Statutory Auditors’ responsibilities for the audit of the consolidated financial statements” section of our report. Independence We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2022 to the date of our report and in particular we did not provide any services that are prohibited under Article 5(1) of Regulation (EU) No. 537/2014 or under the French Commercial Code or the French Code of Ethics (code de déontologie) for Statutory Auditors. Justification of assessments – Key audit matters In accordance with the provisions of Articles L.823-9 and R.823-7 of the French Commercial Code relating to the justification of our assessments, we bring to your attention the key audit matters relating to the risks of material misstatement that, in our professional judgment, were the most important for the audit of the consolidated financial statements for the fiscal year, as well as the responses we have provided to you to address these risks. These assessments are made in the context of the audit of the consolidated financial statements taken as a whole and the formation of our opinion expressed above. We do not provide a separate opinion on specific items of the consolidated financial statements.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 381 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Accounting treatment of the distribution contribution relating to the transfer of the Insurance and Payments activities to BPCE Risk identified and main judgments During the 2022 fiscal year, the Natixis Group completed the transfer of the Insurance and Payments businesses to BPCE. The transfer of the Insurance and Payments business lines was carried out as follows: contribution in kind, on March 1, 2022, of 100% of the shares of i. the Payments subsidiaries and the shares of Natixis Assurances to two holding companies wholly owned by BPCE, these contributions being remunerated by the issue of new shares in the two holding companies; the distribution, on March 23, 2022, by Natixis to its ii. shareholders of shares in Holding Assurance and Holding Paiements received as consideration, respectively, for the Insurance contribution and the Payments contribution; and the acquisition by BPCE of all the shares of Holding Assurances iii. and Holding Paiements received by the beneficiaries of free shares as a result of the exercise of the sales agreements provided for in the liquidity contracts. The accounting treatment of a contribution-distribution between entities under common control is not specifically addressed in IFRS. As a result, in the absence of a specifically applicable standard or interpretation, the accounting treatment of the transaction used was based on the IFRIC 17 interpretation, which relates to the distribution of assets without consideration by an entity for the benefit of its owners and specifies that the assets distributed must be measured at their fair value. The completion of these transactions, therefore, generated the recognition in the consolidated financial statements of a gain or loss on disposal equal to the difference between the fair value of the free shares allocated and the consolidated net carrying amount of the entities sold. Given the importance and complexity of these transfer operations for the Natixis Group, we considered that their accounting treatment, as well as the information provided in this respect in the notes to the consolidated financial statements, was a key audit matter for fiscal year 2022. The distribution of the shares received by Natixis as consideration for the contributions therefore resulted in a decrease in Natixis’ shareholders’ equity and consolidated reserves of €3,650 million, corresponding to the actual value of entities contributed from the Insurance (€2,700 million) and Payments (€950 million) divisions. The comprehensive income from the transfer amounted to +€985.3 million at December 31, 2022. For more details, please refer to Notes 1.2.1, 2.6, 3.1.3, 3.1.4, 6.11 and 7.10 to the consolidated financial statements. Our audit approach We have reviewed the legal documentation relating to these transactions made available by Natixis and assessed their accounting treatment as of December 31, 2022. Our work consisted in checking: The compliance of the accounting treatment of the V contribution/distribution transaction between entities under common control with the IFRIC 17 interpretation; The date of loss of control used; V The exit from the scope of consolidation of the entities carrying the V transferred business lines; The calculation and recognition of the overall result of the V transaction. We also assessed the appropriateness of the information provided on these transactions and their accounting treatment in the notes to the consolidated financial statements.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 382 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Impairment of customer loans and receivables (stages 1, 2 and 3) Risk identified and main judgments As part of its financing operations within the Corporate & Investment Banking division, Natixis is exposed to credit risk in respect of loans and receivables and financing commitments given to clients. In accordance with the “impairment” component of IFRS 9, Natixis recognizes impairment and provisions to cover expected credit losses on outstandings that reflect their classification in stage 1, 2 or 3. The stage that outstandings are assigned to depends on the increase in credit risk observed since their initial recognition. The deterioration of the credit risk during fiscal year 2022 was assessed on the basis of the quantitative criteria and qualitative criteria as indicated in Note 5.3 to the consolidated financial statements. Impairment for expected credit losses on stage 1 or 2 outstandings is the discounted sum of the product of the exposure at default (EAD), probability of default (PD) and loss given default (LGD) inputs in each projection year, including forward-looking information. Natixis draws on existing concepts and mechanisms to define these inputs, and in particular on internal models developed to calculate regulatory capital requirements (capital adequacy ratios) and on projection models similar to those used in the stress test mechanism. The conflict between Russia and Ukraine since February 24, 2022, has had consequences on the global economy, with in particular significant impacts on energy and commodity prices which are likely to affect the repayment capacity of some borrowers. These impacts led to a return of inflation, which contributed to the end of accommodating monetary policies with a rise in key rates during the fiscal year. This situation impacts the growth estimates for the coming years. In this context of economic uncertainty, Natixis has made several adjustments to the macro-economic scenarios in 2022 to take into account the effects of economic uncertainty on the determination of IFRS 9 impairment parameters. During the 2022 fiscal year, a change was made to the methods used to determine and apply weightings. It consists of determining weightings that take into account the specific geographical features and positioning of a geographic area in the macro-economic environment in relation to the defined scenarios. Separate weightings were established for three geographical areas: France, Europe excluding France and the US. Outstanding loans bearing a known counterparty risk (stage 3) are subject to impairments determined essentially on an individual basis. These impairments are measured based on the recoverable value of the receivable, i.e. the present value of the estimated recoverable future cash flows after taking the impact of any collateral into account. We considered these impairments to be a key audit matter as it is an area where judgment plays a significant role in the preparation of the financial statements, particularly in the context of economic uncertainties, whether in terms of classifying outstanding loans in stage 1, 2 or 3, determining the inputs and procedures for impairment calculations in respect of outstandings in stages 1 and 2, and assessing the individual provisioning level of outstanding loans in stage 3. Net exposures in respect of loans and receivables to customers at amortized cost amounted to €72,676 million at December 31, 2022. The cost of risk amounted to -€287 million at December 31, 2022. Please refer to Notes 1.4.2, 5.1, 5.3, 5.22, 6.8, 7.6.2 and 9.1 to the consolidated financial statements for more details. Our audit approach Our work was adapted to take account of changes in risk and the increased degree of uncertainty. We appreciated the relevance of the internal Natixis control framework and in particular its adaptation to the uncertain macro-economic environment. Impairment of outstanding loans in stages 1 and 2 Our work mainly consisted in: assessing the Natixis control mechanism covering: V the classification of outstandings in stage 1 or 2 according to the V indicators used to define the significant deterioration in credit risk; validation of internal models; V assessing the appropriateness of: V the parameters used in the calculation of impairments at V December 31, 2022; adjustments to macro-economic scenarios to take into account V uncertainties in the macro-economic environment; expert adjustments that supplement the estimates of expected V credit losses derived from the models; assessing, with the help of our quantitative finance experts, the V appropriateness of the models used to estimate expected credit losses; performing counter calculations on a sample of contracts. V Impairment of outstanding loans in stage 3 We evaluated the design and tested the effectiveness of the key controls put in place by the Natixis Group in particular those related to: the identification of indicators of impairment (such as past-due V payments, restructuring, etc.) and the counterparty rating process; the classification of exposures in stage 3; V the monitoring of guarantees, their analysis and their valuation; V the determination of individual impairment losses and the V associated governance and validation mechanism. In addition, for a sample of files selected on the basis of materiality and risk criteria, in particular files exposed to the consequences of the conflict between Russia and Ukraine, we carried out a credit review where we: took note of the latest available information on the situation of V counterparties whose risk has increased significantly; performed independent analyses of the assumptions used and the V estimates of provisions drawn up by management based on information provided by the institution and external data; verified that estimated impairment allowances were correctly V recognized. As part of this work, we verified that the measures granted to clients in the context of the crisis (moratoriums, loans guaranteed by the State, etc.) had indeed been included in the risk assessment. We also verified the relevance of the information detailed in the notes on the impairment of customer loans and receivables, including those relating to credit risk.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 383 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Provisions for litigation risks Risk identified and main judgments A provision is raised when it is likely that an outflow of resources embodying economic benefits will be required to settle an obligation arising from a past event, and when the amount of the obligation can be reliably estimated. In order to calculate this amount, Natixis is required to assess the probability of the risk occurring. Future cash flows are discounted where the impact of discounting is material. The recognition of a provision and determination of its amount as well as the information disclosed in the notes to the consolidated financial statements require, by their very nature, the exercise of judgment, not least because of the difficulty of estimating the outcome and financial consequences of ongoing proceedings. We therefore considered provisions for litigation risks to be a key audit matter given the sensitivity of these provisions to the assumptions and options adopted by management. Provisions for litigation amounted to €532 million at December 31, 2022. Please refer to Notes 5.13, 5.22 and 7.17 to the consolidated financial statements for more details. Our audit approach We examined the identification, assessment and provisioning arrangements for litigation risks. We took note of the status of ongoing proceedings and the main risks identified by the Natixis Group, mainly through regular discussions with management (and more specifically the Natixis Compliance Department and Legal and Taxation divisions) and by reviewing the documentation made available to us. Our work also involved assessing the reasonableness of the assumptions and data used by management to estimate the amount of provisions recognized at the reporting date. In particular, we engaged tax law specialists to conduct a critical review of analyses of the tax risks identified by Natixis and the related provisions. We also carried out confirmation procedures with the Natixis Group’s legal advisors regarding ongoing proceedings. Finally, we checked that the provisions thus measured were correctly recorded and verified the related disclosures in the notes to the consolidated financial statements. Assessment of complex financial instruments Risk identified and main judgments As part of its capital markets activities within the Corporate & Investment Banking division, the Natixis Group holds on its balance sheet a significant portion of financial instruments recognized at fair value. Different approaches are used to determine market value depending on the nature and complexity of the instruments: use of directly observable quoted prices (instruments classified in Level 1 of the fair value hierarchy), valuation models with inputs that are mostly observable (instruments classified in Level 2) and valuation models with inputs that are mostly non-observable (instruments classified in Level 3). In the case of complex financial instruments, particularly those in Level 3 and some in Level 2 of the fair value hierarchy, these approaches may include a significant amount of judgment given: the use of internal valuation models; V the use of valuation inputs unobservable on the market; V additional valuation adjustments made, to reflect certain market, V counterparty or liquidity risks. We considered the assessment of complex financial instruments to be a key audit matter due to the material nature of the exposures and the use of judgment in determining fair value and the effects of economic uncertainties. Level 2 financial instruments accounted for an amount of €145,752 million in assets and €155,351 million in liabilities as of December 31, 2022. Level 3 financial instruments accounted for an amount of €9,799 million in assets and €11,518 million in liabilities as of December 31, 2022. For more details, please refer to Notes 5.6, 5.22.1 and 7.5 to the consolidated financial statements. Our audit approach We examined the internal control procedures and frameworks within Natixis for the identification, valuation, recognition and classification of complex financial instruments, in particular those classified in Levels 2 and 3. We tested the effectiveness of the key controls that we deemed relevant to our audit, including those relating to: the validation and periodic review, by the Risk division, of valuation V models and related adjustments; the independent verification of valuation inputs; V the determination of the main valuation adjustments; V documenting and periodically reviewing the observability criteria V used to classify complex financial instruments in the fair value hierarchy and taking into account the impacts on Day-One Profit. We carried out these checks with the assistance of our valuation specialists, with whom we also carried out independent valuations by examining, on a sample basis, the assumptions, methodologies and market inputs of the valuation models used to estimate the main valuation adjustments as of December 31, 2022. We also examined, on a sample basis, any variances in margin calls with Natixis’ market counterparties, which helped us assess the appropriateness of the valuations. Lastly, we verified the information presented in the notes on financial instruments as of December 31, 2022, including that relating to the impacts of the economic uncertainties on the fair value of financial instruments.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 384 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Deferred tax assets related to tax loss carryforwards Risk identified and main judgments The Natixis Group recognizes deferred tax assets at the reporting date in respect of tax loss carryforwards when it is considered likely that the tax entity concerned will have future taxable profits that tax loss carryforwards may be offset against, within a certain time frame (maximum of ten years). The estimate of the ability to generate future taxable profits within this period requires the exercise of judgment on the part of management, including in developing tax business plans, based on medium-term business line plans, to justify the recognition of deferred tax assets. As Natixis joined the BPCE tax consolidation group from January 1, 2022, the estimate of deferred taxes has been revised to take into account the future ability to offset tax losses and tax savings. This entry into the BPCE tax consolidation group is accompanied by an option formulated by BPCE for the legal mechanism known as the extended base, allowing the losses of the former Natixis Group to be offset against the profits of the companies of the tax consolidation group. This option improves the future ability to fully allocate the deficit and the tax savings related to Natixis. We identified this issue as a key audit matter due to the sensitivity of the deferred tax assets thus recognized, to the assumptions and options used by management, as well as the judgment made by management to determine whether the tax losses carried forward can actually be used. As of December 31, 2022, an amount of €1,338 million is recognized in Natixis’ consolidated balance sheet in respect of deferred tax assets, including a portion related to tax loss carryforwards of €881 million. Please refer to Notes 5.22 and 7.8 to the consolidated financial statements for more details. Our audit approach We acquired information on how budgetary data is compiled to estimate future taxable profits and assessed the reliability of the process of drawing up the tax business plans that are the basis of our assessment of the probability of the Group recovering its deferred tax assets by: examining how the last business plan used as a basis of the V estimates was developed and approved; comparing projected results of previous fiscal years to the actual V results for those fiscal years; assessing the reasonableness of the forecast assumptions and V the inputs used by management to estimate future profits and the recoverability of recognized deferred tax assets, based on our experience and knowledge of the Natixis Group’s activities and strategy. With the help of our specialists, we verified the appropriateness of the model adopted by management to identify existing tax loss carryforwards to be used, whether through deferred tax liabilities or future taxable profits. We examined the documentation prepared annually by the tax department in respect of deferred tax assets. Based on projections made by management, we performed tests to check that deferred tax asset bases are properly calculated and that the right tax rates are used. With the help of our specialists, we assessed the correct application of the new BPCE tax consolidation agreement. Lastly, we examined the appropriateness of the information on the deferred tax assets provided in the notes to the consolidated financial statements relating to the fiscal year ended on December 31, 2022. Change in recoverable value of goodwill Risk identified and main judgments As part of its development, Natixis recognized goodwill on the assets side of its consolidated balance sheet, corresponding to the difference between the acquisition price of the companies acquired and the fair values of the identifiable assets and liabilities assumed at the date of acquisition. This goodwill is specifically monitored by its allocation to dedicated cash-generating units (CGUs) by comparing its net carrying amount and its recoverable amount, which is determined by discounting the future cash flows when it corresponds to the value in use. We considered that the valuation of recoverable value of goodwill was a key point of our audit because of the judgment by management involved in the determination of this recoverable amount, in particular with regard to the choice of valuation methods used and the main assumptions taken into account in the calculations (in particular the assumptions regarding the growth rate of the projected cash flows from the medium-term plans of the business lines and the discount rates), but also given the current context of economic uncertainties. Goodwill recorded on the balance sheet amounted to €3,496 million at December 31, 2022. For more details, please refer to Notes 2.5.4, 5.22.3 and 7.13 to the consolidated financial statements. Our audit approach We reviewed the processes and controls implemented by Natixis to identify any objective indications of impairment and assess the need for goodwill impairment. We then carried out, with the help of our business valuation experts, a critical review of the methods used to implement the methodology with regard to IAS 36 and we assessed the calculation of the recoverable amount of the various CGUs. We thus verified: the relevance of the valuation methods selected by Natixis with V regard to market practices; the consistency of cash flow projections with management’s latest V estimates and their reasonableness in the context of economic uncertainties; the consistency of the main assumptions (growth rate, discount V rate, etc.) by comparison with external market data; the validity of the calculations made by the Natixis Group by V performing our own arithmetical checks. We also carried out analyses of the sensitivity of the valuations to a change in the main assumptions. Lastly, we examined the appropriateness of the information provided in the notes to the consolidated financial statements relating to the fiscal year ended on December 31, 2022 on goodwill.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 385 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Specific verifications In accordance with applicable professional standards in France, we have also performed the specific verifications required by law and regulations of information about the Group disclosed in your Board of Directors’ management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Other verifications or information provided for by French law and regulations Presentation format of the consolidated financial statements included in the annual financial report In accordance with the professional standards on the Statutory Auditors’ procedures relating to the annual and consolidated financial statements presented using the European Single Electronic Format, we have also verified compliance with this format defined by Commission Delegated Regulation (EU) No. 2019/815 of December 17, 2018 in the presentation of the consolidated financial statements included in the annual financial report mentioned in I of Article L.451-1-2 of the French Monetary and Financial Code, prepared under the responsibility of the Chief Executive Officer. In the case of consolidated financial statements, our procedures include verifying that the markup of these financial statements complies with the format defined by the aforementioned regulation. On the basis of our work, we concluded that the presentation of the consolidated financial statements included in the annual financial report complies, in all material respects, with the European Single Electronic Format. Due to the technical limitations inherent in the macro-tagging of consolidated financial statements using the single European electronic reporting format, the content of certain tags in the notes to the financial statements may not be reproduced in the same way as the consolidated financial statements attached to this report. Appointment of the Statutory Auditors We were appointed as Statutory Auditors of NATIXIS S.A. by your General Shareholders’ Meeting on May 24, 2016 for PricewaterhouseCoopers Audit and on May 24, 2022 for Mazars. As at December 31, 2022, PricewaterhouseCoopers Audit was in its seventh year of appointment without interruption and Mazars in its first year. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management frameworks and, where applicable, the General Inspection of procedures for preparing and processing accounting and financial information. The consolidated financial statements have been approved by the Board of Directors. Statutory Auditors’ responsibilities for the audit of the consolidated financial statements Objectives and audit approach Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As specified in Article L.823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises professional judgment throughout the audit.
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the consolidated financial statements 386 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition: identifies and assesses the risks of material misstatement of the V consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; obtains an understanding of internal control relevant to the audit in V order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; evaluates the appropriateness of accounting policies used and the V reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements; assesses the appropriateness of management’s use of the going V concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to issue a qualified opinion or a disclaimer of opinion; evaluates the overall presentation of the consolidated financial V statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation; obtains audit evidence regarding the financial information of V persons or entities included in the scope of consolidation that he/she considers sufficient and appropriate to express an opinion on the consolidated financial statements. The Statutory Auditor is responsible for the direction, supervision and completion of the audit of the consolidated financial statements as well as for the opinion expressed about those statements. Report to the Audit Committee We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also make it aware, when appropriate, of any significant weaknesses we have identified in the internal control framework in terms of procedures for preparing and processing accounting and financial information. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters, that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee. Neuilly-sur-Seine and Paris-La Défense, March 23, 2023 The Statutory Auditors PricewaterhouseCoopers Audit Emmanuel Benoist Audit Mazars Emmanuel Dooseman Olivier Gatard
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Pro forma financial information 387 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Pro forma financial information 5.3 Description of the transfer/disposal of certain business lines and activities to BPCE during the first quarter of 2022 Groupe BPCE’s simplification project initiated in the first quarter of 2021, at the same time as Natixis’ delisting, mainly provided for the transfer of Insurance and Payments activities to BPCE S.A. and the reorganization of support and IT functions involving the transfer to BPCE of employees and operating resources. In accordance with the negotiation protocol signed between BPCE S.A. and Natixis on September 22, 2021: Natixis contributed, on March 1, 2022 the shares it held in the V Insurance and Payments entities to holding companies wholly owned by BPCE and received in exchange shares in these holding companies. At the end of the Extraordinary General Shareholders’ Meeting of March 22, 2022, these shares were then distributed to BPCE and to the holders of free Natixis shares whose vesting period had expired and which were still in a lock-up period at the date of distribution. BPCE also subscribed to a capital increase of €1,701 million to enable Natixis to develop its business lines and comply with regulatory ratios; On March 1, 2022, Natixis sold its stake in Natixis Immo V Exploitation to BPCE. This sale was part of a project to create a shared service center (Workplace “SSC”) within BPCE S.A. bringing together all of the real estate-related expertise and including the transfer of employees to BPCE S.A. Impact of transfer/disposal transactions on Natixis’ consolidated financial statements at December 31, 2022 From an accounting standpoint, the loss of control of the entities of the Insurance and Payments divisions was considered effective in January 2022 after the conditions precedent to the completion of the transactions were lifted and, for the sake of simplicity, the entities concerned were removed from the scope of consolidation on January 1, 2022. The contribution/distribution transaction for the Insurance and Payments business lines was recorded at actual value in Natixis’ consolidated financial statements, involving: a reduction in shareholders’ equity (share capital and consolidated V reserves) of €3,650 million; the recognition of a capital gain of €985.3 million representing the V difference between the actual value of the entities and their accounting cost price after taking into account the effects related to the compensation of tax losses due to the exit from the Natixis tax consolidation group of the companies concerned. It is presented on the line “Income from discontinued operations” of the consolidated income statement at December 31, 2022. At the same time as the aforementioned distribution, Natixis carried out a €1.7 billion capital increase which was fully subscribed by BPCE. In addition, the sale of NIE to BPCE for a price of €54.7 million did not generate any significant income (excluding the tax effect). Comparative financial information – Construction assumptions All of the pro forma items presented below are purely illustrative. Due to their nature, they deal with a hypothetical situation and therefore do not represent the actual results of Natixis, but are intended to provide comparable information. Pro forma income statements at December 31, 2022 The pro forma income statement is based on the income statement published at December 31, 2022, restated for the following items: the €985.3 million capital gain resulting from the V contribution/distribution of the Insurance and Payments business lines; the residual contribution of the Payments business line for V activities at Natixis S.A.; residual expenses of IT teams and support functions that were V transferred on March 1, 2022. The first two months of payroll costs for fiscal year 2022 were replaced by invoicing by BPCE for services rendered to Natixis, in the form of contributions to the central institution (recognized as a deduction from NBI) or group service/functions (recognized as operating expenses).
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Pro forma financial information 388 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Pro forma income statement (in millions of euros) 31/12/2022 Reported (1) Restated items (2) 31/12/2022 Pro forma (1)-(2) Interest and similar income 4,398 4,398 Interest and similar expenses (3,090) (3,090) Fee and commission income 4,916 4,916 Fee and commission expenses (1,041) (1,041) Net gains or losses on financial instruments at fair value through profit or loss 1,987 1,987 Gains and losses on financial assets at fair value through other comprehensive income 49 49 Net gains or losses resulting from the derecognition of financial instruments at amortized cost (52) (52) Net income from Insurance activities 0 0 Income from other activities 93 38 55 Expenses from other activities (96) (96) Net banking income 7,164 38 7,126 Operating expenses (5,390) (51) (5,339) Depreciation, amortization and provisions for impairment of property, plant and equipment and intangible assets (266) (266) Gross operating income 1,508 (13) 1,521 Cost of risk (287) (287) Net operating income 1,221 (13) 1,234 Share in income of associates 13 13 Gains or losses on other assets 31 31 Change in value of goodwill Pre-tax profit 1,265 (13) 1,278 Income tax (393) 3 (396) Profit from discontinued operations 985 985 0 Net income/(loss) for the period 1,857 976 881 o/w Group share 1,800 976 824 o/w attributable to non-controlling interests 58 58
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Pro forma financial information 389 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Segment breakdown of the pro forma condensed income statements and reconciliation with the published income statements (in millions of euros) 31/12/2022 Asset & Wealth Management Corporate & Investment Banking Corporate Center Total restated (1) H20 (2) Net income on disposal (3) Total Pro forma (4) = (1)+ (2) + (3) Residual items from discontinued operations (5) Total reported (6) = (4) + (5) - (3) Net banking income 3,337 3,594 183 7,114 13 7,126 38 7,164 Expenses (2,630) (2,469) (498) (5,597) (8) (5,605) (51) (5,656) Gross operating income 706 1,125 (315) 1,516 4 1,521 (13) 1,508 Cost of risk 5 (252) (40) (287) (287) (287) Net operating income 711 872 (354) 1,229 4 1,234 (13) 1,221 Associates 0 12 0 13 13 13 Others (10) 0 25 15 16 31 31 Income before tax 701 884 (329) 1,257 21 1,277 (13) 1,265 Profit from discontinued operations 985 985 (985) 0 985 Net income (Group share) 461 651 680 1,791 18 (985) 824 (9) 1,800 The “Restated total” column corresponds to a management view forma income statement presented in this chapter, which provides excluding the contribution of H2O to the consolidated net income up an overview of the income statement restated solely for the effects to its disposal date. The information in this column links to the note of the transfer of the Insurance and Payments business lines and the on segment information at December 31, 2021 as restated in the sale of the NIE entity. The pro forma income also includes the 2022 consolidated financial statements (see Note 8.4 Chapter [5] contribution of H2O to the income for the period. "Consolidated financial statements"), but it is not included in the pro
5 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the pro forma financial information for the year ended 390 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statutory Auditors’ report 5.4 on the pro forma financial information for the fiscal year ended December 31, 2022 For the attention of Mrs Stéphanie Paix Chief Executive Officer Dear Chief Executive Officer, In our capacity as Statutory Auditors and pursuant to Regulation (EU) No. 2017/1129 supplemented by Delegated Regulation (EU) No. 2019/980, we have prepared this report on the pro forma financial information of Natixis (the “Company”) relating to the fiscal year ended December 31, 2022 included in Section 5.3 of the universal registration document (the “Pro Forma Financial Information”). This Pro Forma Financial Information has been prepared solely for the purpose of illustrating the effect that the transfer/sale of certain business lines and activities to BPCE may have had on the Company’s consolidated income statement for the fiscal year ended December 31, 2022 if the transaction had taken effect on January 1, 2022. By their very nature, they describe a hypothetical situation and are not necessarily representative of the financial position or performance that could have been observed if the transaction or event had occurred at a date prior to its actual or planned occurrence. This Pro Forma Financial Information was prepared under your responsibility in accordance with the provisions of Regulation (EU) No. 2017/1129 and the ESMA recommendations on pro forma financial information. It is our responsibility to express a conclusion, based on our work, in the terms required by Appendix 20, Section 3 of Delegated Regulation (EU) No. 2019/980, on the correctness of the preparation of the Pro Forma Financial Information on the basis indicated. We performed the procedures we considered necessary to comply with the professional code of the Compagnie Nationale des Commissaires aux Comptes (France’s National Association of Statutory Auditors) relating to this assignment. These procedures, which do not include an audit or a limited review of the financial information underlying the preparation of the Pro Forma Financial Information, consisted mainly in verifying that the bases on which the Pro Forma Financial Information was prepared are consistent with the source documents as described in the explanatory notes to the Pro Forma Financial Information, in reviewing the audit evidence justifying the pro forma restatements, and in consulting with the Company’s management to gather the information and explanations that we deemed necessary. In our opinion: the Pro Forma Financial Information has been properly prepared V on the basis indicated; this basis is consistent with the accounting methods applied by V the Company. This report is issued solely for the purpose of filing the universal registration document with the AMF and, if applicable, the admission to trading on a regulated market, and/or an offer to the public, of the Company’s financial securities in France and in the other countries of the European Union in which the prospectus approved by the AMF, would be notified and may not be used in any other context. Neuilly-sur-Seine and Paris-La Défense, March 23, 2023 The Statutory Auditors PricewaterhouseCoopers Audit Emmanuel Benoist Mazars Emmanuel Dooseman Olivier Gatard
6 391 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements 6.1 and notes 392 Natixis comparative separate balance sheets 392 Natixis comparative income statements 394 Statutory Auditors’ report 6.2 on the parent company financial statements 424
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 392 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Individual financial statements 6.1 and notes Natixis comparative separate balance sheets (in millions of euros) See Note No Fiscal year ended December 31 2022 2021 Assets 4 Cash and balances with central banks, postal cheque accounts 41,331 43,921 6 Government securities and equivalent 12,095 13,911 4 Receivables from credit institutions 106,178 123,685 5 Client transactions 126,085 118,326 23 o/w institutional operations: 904 904 6 Bonds and other fixed-income securities 8,424 9,361 6 Equities and other variable-income securities 34,149 49,498 7 Investments and other securities held long-term 161 316 7 Investments in subsidiaries and affiliates 11,260 12,803 11 Intangible assets 191 114 11 Property, plant and equipment 72 95 Capital subscribed not paid 7 Treasury shares 10 10 12 Other assets 28,426 25,835 12 Accrual accounts 9,318 5,392 o/w institutional operations: 7 TOTAL ASSETS 377,701 403,268 See Note No. Off-balance sheet items – Commitments received 2022 2021 36 Financing commitments 28,345 40,566 Commitments received from banks 20,659 36,073 Commitments received from clients 7,686 4,493 36 Guarantee commitments 33,628 20,418 Commitments received from banks 33,628 20,418 36 Commitments on securities 6,706 6,738 36 Other commitments received 12,268 12,156
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 393 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 (in millions of euros) See Notes No Fiscal year ended December 31 2022 2021 Liabilities 13 Central banks, postal cheque accounts 13 Debts due to credit institutions 138,777 178,313 23 o/w institutional operations: 46 46 14 Client transactions 97,772 94,977 23 o/w institutional operations: 994 1,007 15 Debt securities 64,554 54,829 16 Other liabilities 46,539 46,104 16 Accrual accounts 4,717 2,510 23 o/w institutional operations: 38 17 Provisions for risks and other expenses 2,339 2,076 19 Subordinated debt 5,286 6,443 Fund for general banking risks Equity excluding fund for general banking risks 17,716 18,015 21 Subscribed capital 5,894 5,053 21 Issue premium 6,508 7,426 21 Reserves 1,728 1,732 20 Regulated provisions and investment subsidies 45 23 o/w institutional operations: 45 21 Retained earnings 2,838 3,204 Net income/(loss) 748 555 TOTAL LIABILITIES 377,701 403,268 See Note No. Off-balance sheet items – Commitments given 2022 2021 36 Financing commitments 96,805 97,864 Commitments given to banks 22,970 27,953 Commitments given to clients 73,835 69,911 36 Guarantee commitments 41,658 36,972 Commitments given to banks 6,991 7,060 Commitments given to clients 34,667 29,912 36 Commitments on securities 6,767 6,771 36 Other commitments given 13,474 19,015
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 394 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis comparative income statements (in millions of euros) See Notes No. Fiscal year ended December 31 2022 2021 24 Interest and similar income 7,952 5,167 24 Interest and similar expenses (7,473) (4,067) 25 Income from variable-income securities 624 307 26 Fee and commission income 757 801 Fee and commission expenses (464) (373) 27 Net gains/(losses) on trading book transactions 2,483 1,295 28 Net gains/(losses) on transactions on securities held for sale (56) 110 29 Other banking operating income 930 654 Other banking operating expenses (1,047) (467) Net banking income 3,705 3,426 30 Operating expenses (2,472) (2,634) Payroll costs V (1,297) (1,434) Other administrative expenses V (1,175) (1,200) Impairment, amortization and impairment of property, plant and equipment and intangible assets (47) (71) Gross operating income 1,186 720 31 Cost of risk (143) 33 Net operating income 1,043 753 32 Gains/(losses) on fixed assets 66 (114) Income before tax 1,109 639 Non-recurring income 33 Income taxes (361) (84) 20 Provisions/reversal of financing for general banking risks and regulated provisions 0 0 NET INCOME/(LOSS) 748 555
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 395 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Notes and annexes Significant events Note 1 396 Transfer of the Insurance and Payments 1.1 business lines and the Natixis Immo Exploitation entity to BPCE 396 Natixis also transferred some functional 1.2 employees to BPCE and its subsidiaries 396 Consequences of the conflict in Ukraine 1.3 396 Accounting principles and valuation Note 2 methods 397 Advances to banks and customer loans 2.1 397 Securities portfolio 2.2 398 Property, plant and equipment 2.3 and intangible assets 399 Debt securities 2.4 400 Subordinated debt 2.5 400 Forward financial instruments 2.6 (futures and options) 400 Institutional operations 2.7 400 Employee benefits 2.8 401 Employee Retention and Performance 2.9 plans 401 Provisions for risks 2.10 402 Transactions denominated in foreign 2.11 currencies 402 Integration of foreign branches 2.12 402 Contributions to banking resolution 2.13 mechanisms 402 Non-recurring income 2.14 402 Corporate income tax 2.15 403 Post-closing events Note 3 403 Interbank and similar transactions Note 4 403 Client transactions Note 5 403 Bonds, shares and other fixed-income Note 6 and variable securities 404 Investments in subsidiaries and affiliates, Note 7 investments, other long-term investments and treasury shares 405 Information concerning the crossing Note 8 of thresholds following equity investments in French companies during fiscal year 2022 405 Disclosures concerning subsidiaries Note 9 and investments 406 Treasury shares – Assets Note 10 408 Fixed assets Note 11 408 Accrual accounts and other assets Note 12 – Assets 409 Interbank and similar transactions Note 13 409 Client transactions Note 14 409 Debt securities Note 15 410 Accrual accounts and other liabilities Note 16 – Liabilities 410 Provisions and impairment Note 17 410 Headcount and social liabilities Note 18 (excluding Employee Retention and Performance plans) 411 Subordinated debt Note 19 413 Regulated provisions Note 20 414 Share capital, issue premiums, Note 21 reserves and retained earnings 414 Transactions with subsidiaries Note 22 and affiliates 415 Statement of assets, liabilities Note 23 and commitments related to the management of public procedures 415 Interest and similar income Note 24 416 Income from variable-income securities Note 25 416 Commissions Note 26 416 Trading portfolio Note 27 417 Gains or losses on investment Note 28 and similar portfolio transactions 417 Other operating banking income Note 29 and expenses 417 Operating expenses Note 30 418 Cost of risk Note 31 418 Gains/(losses) on fixed assets Note 32 419 Income taxes Note 33 419 Geographical information Note 34 420 Off-balance sheet – Forward financial Note 35 instruments 420 Off-balance sheet items – Commitments Note 36 421 Foreign exchange transactions, Note 37 currency loans and borrowings 422 Jobs, resources by maturity Note 38 422 Establishments and operations Note 39 in non-cooperative states or territories within the meaning of Article 238-0A of the French General Tax Code 423
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 396 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Significant events Note 1 Transfer of the Insurance and 1.1 Payments business lines and the Natixis Immo Exploitation entity to BPCE The transfer of the Insurance and Payments business lines was carried out as follows: contribution in kind, on March 1, 2022, respectively, of 100% of i. the shares of the Payments subsidiaries (i.e. NPS, Partecis and NPH) and 100% of the shares of Natixis Assurances to two holding companies wholly owned by BPCE, these contributions being remunerated by the issue of new shares in the two holding companies; the distribution, on March 23, 2022, by Natixis to its ii. shareholders of shares in Holding Assurance and Holding Paiements received as consideration, respectively, for the Insurance contribution and the Payment contribution; and the acquisition by BPCE of all the shares of Holding Assurances iii. and Holding Paiements received by the beneficiaries of free shares as a result of the exercise of the sales agreements provided for in the liquidity contracts. At the end of the transaction, BPCE directly held all of the share capital and voting rights of Holding Assurance, renamed Assurance du Groupe BPCE, and Holding Paiements, renamed BPCE Payments. At the same time as the aforementioned distribution, Natixis also carried out a capital increase which was fully subscribed by BPCE for approximately €1.7 billion. The contributions made by Natixis to the holding companies were made at net carrying amount, as these were transactions under common control. The free allocation to BPCE, pursuant to Article 115-2 of the French General Tax Code, of the shares received as consideration for the contributions resulted in: on the asset side, by the cancellation of the shares allocated for V their carrying amount (in line with the treatment used for the contributions). These securities were derecognized as of the date of transfer of ownership, i.e. March 23, 2022; on the liabilities side, by a reduction in shareholders’ equity on the V “share premium” item in the amount of €1,782 million. The transfer operation has no impact on the net income as at December 31, 2022. The ongoing restructuring of the Payments division, initiated in 2021 to be completed on January 31, 2022, was a prerequisite for the transfer of the division to BPCE. These transactions, and in particular the capital increases carried out in January 2022, were therefore taken into account to determine the amount of impairments to be made on NPH shares in the parent company financial statements at December 31, 2021. The impairments amounted to -€84.8 million on the basis of a valuation of €220 million corresponding to that used in the contribution projects. As part of this reorganization of the Payments division, it is also worth noting the recognition of an impairment in the accounts of -€92.8 million on Natixis Marco shares at December 31, 2021. The latter is linked to the cascading provisioning of Dalenys shares initially held by Natixis Belgique Investissement, itself a subsidiary of Natixis Marco, which were sold in 2021 to NPH for a price of €60 million. In addition, Natixis sold all of the shares of Natixis Immo Exploitation (NIE) to BPCE. This transfer is part of a project to create a shared services center (Workplace “SSC”) within BPCE S.A. bringing together all of the real estate-related expertise. All NIE shares were sold on March 1, 2022, followed by the transfer of the Workplace headcount. Net income from the disposal of NIE amounted to -€20.9 million at December 31, 2022. Natixis also transferred some 1.2 functional employees to BPCE and its subsidiaries Around 1,100 employees working in Natixis support functions were transferred to BPCE on March 1, 2022. On February 15, 2022, a memorandum of understanding was signed between Natixis and BPCE and certain of its subsidiaries providing that the entities receiving these employees would assume the social obligations related to the transfer of the employees concerned, in return for payment by Natixis of the actuarial liability relating to these commitments. At the same time, the provisions made in its financial statements for these commitments were reversed, as Natixis no longer has a legal obligation to these employees. Thus, the transfer had no effect on Natixis’ consolidated net income at December 31, 2022. Consequences of the conflict 1.3 in Ukraine Since February 24, 2022, the 2022 fiscal year has been marked by the conflict in Ukraine. In a concerted manner, the European Union, the United States and many other states have adopted a series of unprecedented sanctions, including the freezing of the Russian Central Bank’s foreign assets, the exclusion of certain Russian banks from SWIFT, the freezing of assets of many natural persons and companies, with many Western groups announcing their withdrawal from the Russian Federation. Retaliatory economic measures and sanctions have been implemented by the Russian Federation. In this context, Groupe BPCE declared on April 13, 2022 that it had ceased all new financing activities in Russia. This conflict is having repercussions on the Russian economy, Western economies and more generally on the global economy, with in particular significant impacts on energy and commodity prices but also a humanitarian impact due to food security risks for certain countries. The main impacts of this conflict on the parent company financial statements at December 31, 2022 concern exposures with Russian and Ukrainian counterparties. Loans in foreign currencies (dollars and euros) granted to Russian clients on the assets side of Natixis Moscow’s balance sheet were transferred to Natixis between February 28 and March 3, 2022. Regarding the Russian counterparties, some of them were classified as non-performing for a gross exposure of eq. €145.9 million provisioned for eq. €38.5 million. Gross collateral exposures of other Russian counterparties, classified as performing, amounted to eq. €748.8 million as of December 31, 2022.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 397 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Accounting principles and valuation methods Note 2 Natixis’ individual financial statements are prepared and presented in accordance with Regulation No. 2014-07 (amended) of the Autorité des Normes Comptables (ANC – French Accounting Standards Authority) dated November 26, 2014 relating to the financial statements of companies in the banking sector and Regulation No. 2014-03 (amended) relating to the French General Accounting Plan (PCG – Plan comptable général). Financial statements for foreign branches, prepared in accordance with local rules, are restated in accordance with generally accepted accounting principles in France for the preparation of individual financial statements. The financial statements for the fiscal year are presented in identical format to those for the previous fiscal year. Generally accepted accounting principles have been applied in compliance with the principle of prudence based on the following principles: going concern; V consistency of accounting methods from year to year; V independence of fiscal years. V Advances to banks 2.1 and customer loans Advances to banks cover all receivables other than those represented by a security, held in connection with banking transactions with credit institutions, including subordinated loans and reverse repo stock and securities. They are broken down between demand loans and deposits and term loans and time deposits. Customer loans comprise loans to economic operators other than banks, with the exceptions of those represented by a security, and reverse repo stock and securities. They are broken down by type of loan (current accounts overdrawn, commercial loans, cash loans, equipment loans, export credit, subordinated loans, etc.). Accrued interest is credited to the corresponding receivables item on the income statement. Fees earned on the granting or acquisition of loans, as well as marginal transaction costs, are recognized using the effective interest rate actuarial method over the effective life of the loan. Recognition is shown as net interest income in net banking income (NBI). Fees and transaction costs to be recognized are included in the relevant outstanding loans. Loans that have been granted on an irrevocable basis, but have not yet given rise to any transfer of funds, are included in off-balance sheet items under “Financing commitments given”. Performing and non-performing loans are identified separately. Loans for which there is an identified credit risk, regardless of any guarantees, which makes it probable that Natixis will be unable to recover all or part of the amount owed by the counterparty under the terms and conditions of the loan agreement, are considered to be non-performing. In particular, loans that include payments over three months overdue are classified as non-performing loans. No. 2018/1845 of the European Central Bank relating to the threshold for assessing the importance of arrears on credit obligations. The latter have specified the applicable thresholds for delinquencies with the introduction of a relative threshold and an absolute threshold, to be applied to payment arrears to identify default situations as well as the criteria for reverting to performing loans. A credit risk is recognized when a default event has been identified for these receivables, as defined in Article 178 of Regulation (EU) No. 575/2013 taking into account the EBA guidelines of September 28, 2016 and the provisions of Regulation (EU) Loans accelerated by the lender and loans classified among non-performing loans for more than one year for which a write-off is planned are deemed to be irrecoverable. The reversal of the effect of discounting on impairments of non-performing loans associated with the passage of time is recognized under “Interest and similar income” on the income statement. Specific case of loans restructured due to the financial situation of the debtor Restructured loans correspond to loans with modified terms under which Natixis grants a concession to borrowers facing or likely to face financial difficulties. They are a combination of a concession granted by Natixis and financial difficulties experienced by the borrower. The modified terms of restructured loans must put the borrower in a more favorable situation (e.g. suspension of interest or principal payment, extension of term, etc.) and are confirmed by the use of amendments that modify the terms of an existing contract or by the full or partial refinancing of an existing loan. Financial difficulties are determined by observing a number of criteria such as amounts past due for more than 30 days or an at-risk rating. The restructuring of a loan does not necessarily result in the counterparty being classified in the Basel default category, as the financial difficulty is addressed before the counterparty is downgraded into the Basel default category. Specific impairments and provisions Where there is a risk of partial or total non-recovery of loans or of borrowers breaching their covenants, impairment charges (for non-performing loans) or provisions (for off-balance sheet commitments) corresponding to the amount of the probable loss are recognized on the income statement under “Cost of risk”. These impairments and provisions are assessed quarterly on a case-by-case basis taking into account an analysis of the risk and available collateral. Interest corresponding to the remuneration of impaired loans and receivables or to the reversal of the effect of discounting is recognized as interest income. Impairment losses are calculated as the difference between the gross carrying amount of the receivable and the amounts thought to be recoverable (including flows from the realization of guarantees), discounted at the original effective interest rate for fixed-rate receivables or at the last effective interest rate determined according to the contractual terms for variable-rate receivables. Impairments on non-performing loans covering risks carried on the asset side of the balance sheet are deduced from the assets in question. Probable losses stemming from off-balance sheet commitments are recognized as provisions on the liability side of the balance sheet.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 398 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Provisions for non-specific credit risk Financial assets that have not been assigned their own specific credit risk are included in groups of assets with similar risk characteristics. The composition of these portfolios of similar assets is based on two criteria: geographical risk and sector risk. Portfolios are reviewed quarterly and, where appropriate, loans in sectors or countries where economic circumstances suggest problems may arise are included in the base for performing loans provisions. Each group of assets is assessed for objective evidence of impairment based on observable data indicating a likely decrease in the estimated recoverable cash flows for that group of assets. A collective impairment in the balance sheet liabilities is taken against any group of assets showing objective evidence of impairment. Assets belonging to that group, which are subsequently specifically identified as impaired (specific risk), are removed from the collective impairment calculation base. Provisions for geographic risk are primarily based on each country’s internal rating, incorporating different parameters and indicators (political situation, performance of the economy and economic outlook, banking system situation, etc.). Calculation of the impairment loss is based on a correlation table between the internal rating and provisioning rate, with a revision to the rate allocated to a provisioning scale possible. Provisions for sector risk are based on combinations of indexes specific to each sector (sector growth, cash held by businesses in the sector, cost of commodities, etc.). The method for calculating the impairment loss is the “expected loss” method calculated at maturity. Loans on the watch list, for which a Basel default has been identified, are impaired collectively by sector unless they are already subject to specific impairments. Provisions for sector and country risk are shown under liabilities in the balance sheet. Securities portfolio 2.2 Securities are, in accordance with Book II – Title 3 “Accounting treatment of securities transactions” of Regulation No. 2014-07 of the ANC, classified according to: their type: government securities (treasury bills and similar V securities), bonds and other fixed-income securities (negotiable debt securities and interbank market instruments), shares and other variable income securities; the economic purpose for which they are held, into one of the V following categories: held for trading, held for sale, held for investment, other long-term securities, investments in associates and investments in subsidiaries and affiliates. The buying and selling of securities are recorded in the balance sheet at the settlement-delivery date. In the event of a securities lending transaction, the securities loaned cease to appear on the balance sheet and a receivable representing the carrying amount of the securities loaned is recognized as an asset. In the case of a securities borrowing transaction, the borrowed securities are recorded in the trading securities category with a matching liability corresponding to the securities debt to the lender for an amount equal to the market price of the securities borrowed on the date of borrowing. Borrowed securities (including borrowed securities that have been loaned out) are presented in the balance sheet as a deduction from the debt representing the value of the borrowed securities. The applicable classification and measurement rules are as follows: securities held for trading : securities that are originally bought or V sold with the intention of reselling or repurchasing them in the short term, and securities held as part of a market-making operation. Securities bought or sold for the purposes of the specialized management of a trading portfolio are also classed as securities held for trading. In order to be eligible for this category, the securities must be tradable on an active market as of the date of their initial recognition and their market prices must be accessible, representing actual transactions regularly occurring in the market under normal trading conditions. On acquisition, securities held for trading are recognized at the price paid including any accrued interest. Transaction costs are recognized in expenses. At each balance sheet date, they are measured at market value and the grand total of any valuation difference is recognized on the income statement under the heading “Balance of transactions on securities held for trading”; securities held for sale : securities which are not classified in any V other category are considered as securities held for sale. They are reported on the balance sheet at their purchase price, excluding acquisition costs. Any difference between the purchase price (excluding accrued coupons) and the redemption price is recognized in income pro rata to the remaining life of the securities. They are valued at year-end at their lowest carrying amount or market value. Unrealized losses give rise to the recognition of an impairment loss, whose calculation factors in gains from any hedging transactions conducted. Unrealized gains are not recognized; securities held for investment : securities held for investment are V dated fixed-income securities acquired with the stated intention of holding them to maturity and for which Natixis has the ability to hold them through to maturity. They are reported on the balance sheet at their purchase price, excluding acquisition costs. Any difference between the purchase price and the redemption price is recorded in income pro rata to the remaining life of the securities. In line with regulatory requirements, unrealized losses are not subject to impairment, unless there is a strong likelihood that the instruments will be sold before maturity due to unforeseen circumstances or if there is a risk of default by the issuer of these instruments. Unrealized gains are not recognized; equity investments, investments in subsidiaries and affiliates and V other long-term investments : other long-term investments : investments made by Natixis in V the form of securities, with the intention of forging lasting professional relationships and creating a special relationship with the issuing company, but without any influence over the management of the corporate entities in which investments were made due to the low percentage of voting rights held. They are recognized at their acquisition date at the purchase price excluding acquisition costs. They are included in the balance sheet at their lowest historical cost or value in use. Unrealized losses are subject to a provision for impairment,
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 399 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 equity investments : investments in the form of securities that V are deemed useful to Natixis’ business if held for the long term. They are recognized at their acquisition date at the purchase price excluding acquisition costs. These securities are valued individually at their lowest value in use at the reporting date or their acquisition cost. Unrealized losses are subject to a provision for impairment, investments in subsidiaries and affiliates : shares and other V variable-income securities in related corporate entities over which Natixis exercises exclusive control, i.e. corporate entities likely to be fully consolidated in Natixis’ consolidation scope. They are recognized at their acquisition date at the purchase price excluding acquisition costs. These securities are valued individually at their lowest value in use at the reporting date or their acquisition cost. Unrealized losses are subject to a provision for impairment. The measurement approaches used to determine value in use are the following, as appropriate: the net asset method (restated or not); V the peer comparison method; V the discounted future cash flows (DCF) method; V the stock market price; or V a combination of these methods. V The DCF method is based on the establishment of business plans prepared by the management of the subsidiaries in question and approved by Natixis Senior Management. The discount rate on future cash flows is the result of: an average rate of return on an investment deemed to be risk-free; V an average credit spread on the market in which the subsidiary is V listed; an average beta as reflected in a sample of equivalent companies. V Treasury shares : Natixis may hold treasury shares to regulate its V share price under a liquidity agreement. These shares are recognized as securities held for trading and follow the same rules as other securities in this category. Moreover, treasury shares acquired through arbitraging on stock market indices are recognized as securities held for trading. Following the delisting, Natixis no longer carries out this type of transaction. Treasury shares held for distribution to employees are classified as held for sale and follow the corresponding rules. Income, value adjustments and proceeds on disposal of securities portfolios are recognized as follows: income from variable-income securities is recognized as and when V received or when the payment has been subject to a resolution at a General Shareholders’ Meeting; income from fixed-income securities is recognized based on the V accrual method; value adjustments and proceeds from the disposal of securities V are recognized under different headings depending on which portfolio they belong to: under net banking income for securities held for trading and V securities held for sale, under cost of risk for fixed-income securities in the portfolio of V securities held for sale or for investment when adjustments in value relate to counterparty risk exposure, under net gains/(losses) on fixed assets: V for adjustments in the value of securities held for investment V (excluding impairment for risk exposure to a counterparty) when there is a high probability of disposal of such securities held for investment due to unforeseen circumstances and for all proceeds from the disposal of said securities, for investments in associates, subsidiaries and affiliates and V other long-term securities. Reclassifications from the “securities held for trading” to the “securities held for sale” and “securities held for investment” categories and from “securities held for sale” to “securities held for investment” are permitted in exceptional market circumstances requiring a change in strategy or when the securities in question have ceased to be tradable on an active market since their acquisition. The regulation allows banks to sell all or part of the securities reclassified as “held for investment” if the following two conditions are met: the transfer was motivated by exceptional circumstances; V the market for these securities has become active again. V Natixis has carried out no such transfers in its separate financial statements. Property, plant and equipment 2.3 and intangible assets Fixed assets are recognized at acquisition cost plus directly attributable transaction costs and borrowing costs accrued during any phase of construction or installation before they come into service. Internally-generated software is carried on the asset side of the balance sheet at its direct development cost, including outsourcing expenses and personnel costs directly attributable to its production and preparation where they meet the criteria for capitalization. After acquisition, fixed assets are carried at cost less any cumulative impairment, amortization and impairment losses. As soon as they are in a condition to be used by Natixis in the manner in which they are intended, fixed assets are depreciated or amortized over their estimated useful lives on a straight-line or declining balance basis when this better reflects the economic amortization/depreciation. The residual value of the asset is deducted from its depreciable or amortizable amount when it can be measured reliably. In line with applicable accounting principles, a specific depreciation schedule is defined for each significant component of an item of property, plant and equipment which has a different useful life or is expected to consume future economic benefits differently from the item as a whole. For buildings comprising business and investment property, the following components and depreciation periods are applied: land: non-depreciable V non-destructible facades: non-depreciable V facades, roofs and waterproofing: 20 to 40 years V foundations and framework: 30 to 60 years V external rendering: 10 to 20 years V equipment and installations: 10 to 20 years V internal fixtures and fittings: 8 to 15 years V
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 400 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Other items of property, plant and equipment are depreciated over their estimated useful lives, generally between five to ten years. Purchased software is amortized on a straight-line basis over its estimated useful life, which in most cases is less than five years. Internally-generated software is amortized over its estimated useful life, which cannot exceed 15 years. When the fixed assets relate to a leased building, their depreciation period is made consistent with that of the leases. In particular, when Natixis decides not to renew a lease (for example under a so-called 3-6-9 lease), the period of depreciation of the fixed assets relating to the lease (e.g.: fixed fixtures and fittings) is capped at the residual term of the lease. Depreciation/amortization periods must be reviewed annually and, where applicable, the impact of any change in estimate is recognized prospectively, in the income statement, from the date of the change. Debt securities 2.4 This line item comprises debt attributable to freely tradable securities held for sale issued by Natixis in France or in foreign countries, with the exception of subordinated instruments recognized as subordinated debt. This line item notably includes medium-term notes, interbank market instruments, negotiable debt securities and bonds and other fixed-income securities. Accrued interest payable relating to these issues is disclosed separately as a related payable, with an offsetting entry in the income statement. Issue or redemption premiums on bond issues are amortized over the life of the issues in question and the related expense is recognized under the heading “interest and similar expenses” on the income statement. Subordinated debt 2.5 This item covers perpetual and dated subordinated notes, which in the event of liquidation can only be redeemed after all other creditors’ claims have been met. Accrued interest is credited to the corresponding receivables item on the income statement. Where perpetual subordinated notes are treated as equivalent to amortizable securities, each periodic payment is broken down into the repayment of principal, which is deducted from the nominal amount, and interest, which is charged to the income statement under “Interest and similar expenses”. Forward financial instruments 2.6 (futures and options) The notional amount of these instruments is recorded off the balance sheet for internal monitoring and regulatory purposes, but is not included in the published statement of off-balance sheet items. Details for these instruments are provided in the notes. The accounting principles applied depend on the instrument involved and the purpose of the transaction (hedging or for trading purposes). Interest rate and currency trading These transactions are carried out for four purposes: micro-hedging (specific hedge); V macro-hedging (global balance sheet management); V speculative position-taking; V specialized management of a trading portfolio. V Gains or losses on specific hedges are recognized in the income statement on a symmetrical basis with the income and expenses of the position or transaction being hedged. Expenses and income arising from forward financial instruments used to hedge and manage Natixis’ overall interest rate risk are recognized on a prorata basis. Unrealized gains and losses are not recognized. The accounting treatment of speculative positions is identical for interest flows. Contracts are marked to market value at each reporting date and any unrealized losses are recognized in income as provisions. Each instrument in the final category is marked to market on an individual basis. Changes in value during the period are recognized immediately on the income statement. Valuations are adjusted for counterparty risk, the position financing cost and the discounted present value of future contractual management costs. Forward foreign exchange contracts Outright foreign currency futures or transactions hedging other foreign currency futures are measured based on the forward foreign exchange rate remaining to run on the currency in question. Differences in interest rates or premiums and discounts associated with hedged foreign currency futures are recognized in stages as interest expense or income over the effective term of the transaction. Options (interest rate, currency and equity) and futures The notional amount of the underlying instrument of each option or futures contract is recognized with a distinction being made between hedging and trading contracts. For hedging transactions, income and expenses are recognized in income on a symmetrical basis with the income and expenses of the hedged items. For non-hedging activities, positions in a class of option or forward contract are marked to market at the reporting dates. Changes in market value are recognized directly in the income statement. However, for instruments traded on over-the-counter markets, gains or losses are recognized on the income statement only upon settlement of these transactions, without effect on the potential setting aside of provisions for the net risk incurred over the life of the instrument. Institutional operations 2.7 Until December 31, 2022 In accordance with Article 41 of the Amending Finance law for 1997 (No. 97-1239 of December 29, 1997), amended by Article 121 of the Amending Finance law for 2008 (No. 2008-1443 of December 30, 2008), Article 5 of the Amended Finance law for 2014 (No. 2014-1655 of December 29, 2014) and the agreement signed with the French State on December 24, 2019, Natixis manages certain public procedures on behalf of the French State, mainly consisting of loans and grants to foreign States conferred within the framework of Public Development Aid, non-concessional loans to foreign States, grants to the French “Fund for Private Sector Aid and Studies” and the stabilization of interest rates for export credits guaranteed by the State. The related transactions, some of which may be guaranteed by the State, are recognized separately in the financial statements. The State and other related creditors have a specific right over the Natixis assets and liabilities allocated to these public procedures. The bank’s assets and liabilities relative to these operations are identified on the balance sheet under each of the headings concerned with these operations.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 401 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 As at January 1, 2023 In accordance with Article 151 of the Finance Act for 2023 of December 30, 2022, and published in the Official Journal on December 31, 2022, these activities carried out by Natixis, as an agent of the French State, were transferred to Bpifrance Assurance Export on January 1, 2023. However, forward financial instruments entered into before December 31, 2022 by Natixis in its own name and on behalf of the French State to hedge the latter’s interest rate risk (resulting from the interest rate stabilization procedure for export credits) are not transferred. Natixis remains responsible for managing these contracts until the end of the last contract on September 29, 2036. Employee benefits 2.8 Employee benefits are recognized in “Payroll costs”. They fall into four categories: “Short-term benefits” including salaries, social security contributions, annual leave, employee profit-sharing, incentive plans, top-up contributions and variable compensation payable in the 12 months after they are attributed, are expensed in the period in which the corresponding services were rendered. “Termination benefits” are granted to employees upon the termination of their employment and prior to retirement. A provision is accrued for these benefits. “Post-employment benefits” such as pensions, other supplementary retirement benefits applicable to the banking industry, end-of-career awards and other contractual benefits payable to retirees. Natixis distinguishes between two types of post-employment benefits: defined-contribution plans, which mainly consist of the social V security basic pension scheme and the supplementary schemes AGIRC and ARRCO, under which an entity has no obligation to pay a specified benefit amount. Contributions paid under defined-contribution plans are expensed in the corresponding period; defined-benefit plans under which Natixis has a legal or V constructive obligation to pay a specified benefit amount are valued and funded. A provision is set aside for defined-benefit plans based on an actuarial assessment of the benefit obligation using the projected unit credit method. This method draws on demographic and financial assumptions. The value of plan assets is deducted from the actuarial debt. This valuation is carried out on a regular basis by independent actuaries. Actuarial assumptions are reviewed annually. Differences resulting from changes in actuarial assumptions and experience adjustments (impact of differences between actuarial assumptions and actual experience) give rise to actuarial gains and losses. In accordance with Recommendation No. 2013-02 of the ANC on rules for measuring and recognizing retirement and similar commitments, dated November 7, 2013 (which allowed the partial adoption of revised IAS 19 as adopted by the European Union in June 2012), Natixis chose to maintain the corridor method approach in the individual financial statements. previous reporting period. The portion of actuarial gains and losses outside the 10% corridor is therefore recognized over the average remaining working lives of the employees participating in the relevant plan. Under this method, Natixis does not recognize the portion of net cumulative actuarial gains and losses that is lower than the greater of (i) 10% of the present value of the defined-benefit obligation and (ii) 10% of the fair value of any plan assets at the end of the In the event of changes to an existing plan or the implementation of a new plan, past service cost is recognized in income over the period until the benefits become vested. Insurance contracts taken up with a party related to Natixis and intended to finance all or part of Natixis’ defined-benefit plan commitments are recorded in the asset side of the balance sheet as “Other assets”. The amount recognized as a provision in the balance sheet represents the present value of the obligation under defined-benefit plans at the closing date: minus any past service cost not yet recognized in income; V plus or minus any unrecognized actuarial gains or losses in V accordance with the corridor principle arising from: experience adjustments linked to demographic variables, V changes in actuarial assumptions, V change in discount rate, V differences between expected returns on plan assets and V reimbursement rights and their actual returns; minus the market value of plan assets at the closing date. V The annual payroll costs recognized in respect of defined-benefit plans consist of: rights vesting for beneficiaries over the period; V the financial cost corresponding to unwinding the discount on the V commitment; the expected return on plan assets; V the amortization of actuarial gains and losses and past service V costs; the effects of plan curtailments and settlements. V “Other long-term benefits”, including long-service awards and deferred compensation paid in cash and in cash indexed to a valuation formula that does not represent fair value (see Note 2.9), as part of the Employee Retention and Performance Plans. Other long-term benefits are measured using an actuarial method identical to that used for defined post-employment benefits, with the exception of actuarial gains and losses for which the corridor method does not apply and the cost of past services that are recognized directly as expenses. The estimated amount of the expense related to cash-settled variable compensation, subject to the employee’s continued service in accordance with the Employee Retention and Performance Plans, is recognized over the vesting period. Employee Retention 2.9 and Performance plans Natixis allocates plans to certain categories of its employees. These plans are settled in two ways: in shares or in cash indexed to the share price or to a valuation formula. All of these plans are contingent on satisfying service and/or performance requirements.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 402 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Cash-settled employee deferred variable compensation plan indexed to the value of the Natixis share Cash-settled plans indexed to the share price give rise to the recognition of a payroll expense that is measured taking account of changes to the fair value of the share price on the balance sheet date and the likelihood of satisfying performance and/or service requirements. Where a service requirement exists, the calculated expense is recognized on a straight-line basis over the vesting period. When no service requirement exists, the expense is recognized immediately as a debt. The latter is then remeasured at each closing date taking into account the performance condition and any changes in the value of underlying shares. Changes to the terms and conditions of a cash-settled employee deferred variable compensation plan indexed to the value of the Natixis share which would lead to the latter being reclassified as an employee deferred variable compensation plan settled in shares would trigger, when the plan stipulates the allocation of existing shares, the derecognition of the debt recorded for the initial plan indexed to the value of the Natixis share and the recognition of a liability as a provision for the new employee deferred variable compensation plan settled in shares. The difference between the recognition of the new plan and the derecognition of the preexisting debt is taken directly to profit and loss. When the plan provides for the allocation of new shares, only the derecognition of the debt recorded for the initial plan indexed to the value of the Natixis share is taken to profit and loss. Deferred variable compensation plan settled in cash indexed to a valuation formula not representative of the fair value of the Natixis share Following the delisting of the Natixis share on July 21, 2021, the Employee Retention and Performance Plans payable in indexed cash (for their components not yet vested) were modified: their payment is now indexed according to a formula based on the price of the simplified tender offer for Natixis shares (€4) and the change in Groupe BPCE’s net income (Group share). As these plans are not representative of the fair value of the share, they are equivalent to “Other long-term benefits”. The principles are similar to those provided for cash-settled plans indexed to share value. Provisions for risks 2.10 A provision for risks is a liability of uncertain timing or amount. A liability is a present obligation arising from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits that can be reliably measured. The amount recognized as a provision should be the best estimate of the expenditure required to settle the present obligation at the closing date. This amount is discounted when the effect of discounting is material. Provisions are reviewed at each closing date and adjusted if necessary. Provisions recognized on the balance sheet, other than provisions to cover employee benefits and sector and country risks, mainly concern provisions for restructuring, provisions for disputes, procedures, fines and penalties and provisions for other risks. Natixis is audited for prior years. The points proposed for correction about which Natixis disagrees are contested in a reasoned manner and, in application of the above, a provision is recorded for the estimated risk. Transactions denominated 2.11 in foreign currencies Off-balance sheet receivables, debts and commitments denominated in foreign currencies are converted to euros at the going exchange rate at the balance sheet date through the revaluation of foreign exchange positions. The difference between amounts resulting from the valuation of euro-denominated foreign exchange positions and amounts reported in equivalent euro-denominated foreign exchange positions is recorded in the income statement. However, exchange differences relating to institutional operations are recognized under accrual accounts. Integration of foreign branches 2.12 The financial statements of foreign branches, prepared in accordance with local rules, are restated in accordance with generally accepted accounting principles in France, translated into euros when the functional currency is not the euro and included in Natixis’ financial statements after the elimination of intra-group transactions. Items from the balance sheet and income statement are translated at the end of the reporting period. The difference arising from the translation of foreign branches’ capital allocations are recorded in the accrual accounts. Contributions to banking 2.13 resolution mechanisms The procedure for setting up the deposit and resolution guarantee fund was changed by a French Ministerial Order dated October 27, 2015. Contributions under the deposit guarantee and resolution fund may be paid in the form of shareholder or association certificates and cash guarantee deposits that are recognized as assets on the balance sheet and contributions (non-refundable contributions in the event of voluntary withdrawal of approval) recognized in profit or loss. Directive No. 2014/59/EU (BRRD – Bank Recovery and Resolution Directive) which establishes the framework for the recovery and resolution of banks and investment firms and Regulation (EU) No. 806/2014 (SRM Regulation) established the introduction of a resolution fund as of 2015. In 2016, this fund became a Single Resolution Fund (SRF) between the member States participating in the Single Supervisory Mechanism (SSM). The SRF is a resolution financing mechanism available to the resolution authority (Single Resolution Board). The latter may use this fund when implementing resolution procedures. In accordance with Delegated Regulation No. 2015/63 and Implementing Regulation No. 2015/81 supplementing the BRRD Directive on ex ante contributions to financing mechanisms for resolution, the Single Resolution Board set the level of contributions to the Single Resolution Fund for 2022. The contributions paid to the fund may be made in the form of cash guarantee deposits which are recorded as assets on the balance sheet (up to a maximum of 15% of the contributions called up) and contributions recognized in the income statement. Non-recurring income 2.14 Non-recurring income and expense items are determined based on their amount, their unusual nature with respect to current operations, and the likelihood of the events in question repeating.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 403 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Corporate income tax 2.15 Due to additional contributions, the corporate tax rate used to calculate the expense payable for the fiscal year was 25.83% for France. Applicable local corporate tax rates were used for foreign branches. Post-closing events Note 3 No subsequent event occurred. Interbank and similar transactions Note 4 (in millions of euros) 2022 2021 Cash, postal cheque accounts and central banks 41,331 43,921 Receivables from credit institutions* 106,178 123,685 Sight 5,020 4,929 Term deposits 101,158 118,756 Interbank and similar transactions 147,509 167,606 * o/w subordinated loans 0 0 o/w reverse repurchase agreements 27,452 34,592 o/w accrued interest 244 34 Non-performing loans amounted to €30 million at December 31, 2022, compared with €24 million as at December 31, 2021. At December 31, 2022, as at December 31, 2021, Natixis had no irrecoverable loans due from credit institutions. As at December 31, 2021, provisions for non-performing loans amounted to -€24 million. The change in interbank transactions from 2021 onwards includes the setting up of term loans and borrowings with Groupe BPCE amounting to €47 billion as of December 31, 2022 (€54.2 billion as of December 31, 2021) in order to meet the requirements of the Net Stable Funding Ratio (NSFR), which became mandatory as of June 30, 2021. These Money Market transactions are entered into with separate exercise notice periods between lending transactions and borrowing transactions in order to enable Natixis to comply with a minimum ratio of 100%. Client transactions Note 5 (in millions of euros) 2022 2021 Current accounts overdrawn 2,450 1,925 Commercial loans 769 526 Other customer loans 122,866 115,875 Cash and consumer credit 38,405 35,742 Equipment loans 5,535 6,192 Export credit 2,449 2,427 Home loans 2 2 Reverse repurchase agreements 57,574 50,703 Subordinated loans 17 1,234 Other loans 18,884 19,575 Client transactions 126,085 118,326 o/w accrued interest 401 124 The amount of perpetual subordinated loans totaled €17 million as at December 31, 2022 versus €812 million as at December 31, 2021. Restructured loans as defined in Note 1 amounted to €1,276 million in performing loans, before impairment, as at December 31, 2022 versus €518 million as at December 31, 2021. The amount after impairment amounted to €1,202 million at December 31, 2022 versus €509 million as at December 31, 2021. Restructured loans as defined in Note 1 recorded as non-performing or irrecoverable loans amounted to €1,016 million before impairment at December 31, 2022 versus €1,809 million as at December 31, 2021. The amount after impairment amounted to €586 million at December 31, 2022 versus €1,404 million as at December 31, 2021. Non-performing loans amounted to €2,504 million at December 31, 2022 versus €3,382 million as at December 31, 2021 (of which €135 million at December 31, 2022 relating to irrecoverable loans versus €181 million as at December 31, 2021).
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 404 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Provisions for non-performing loans totaled -€1,131 million at December 31, 2022 versus -€1,375 million as at December 31, 2021 (of which -€123 million at December 31, 2022 versus -€168 million as at December 31, 2021 relating to provisions for irrecoverable loans). At December 31, 2022, there were no receivables eligible for refinancing from the Banque de France or the European Central Bank as at December 31, 2021. Bonds, shares and other fixed-income and variable Note 6 securities (in millions of euros) 2022 2021 Securities held for trading Securities held for sale Securities held for investment Total Securities held for trading Securities held for sale Securities held for investment Total Government securities and equivalent (b) Gross value (a) 7,978 3,152 1,025 12,155 8,327 5,126 457 13,910 Premiums/discounts 0 (74) (4) (78) 0 (26) 0 (26) Accrued interest 2 14 2 18 2 25 0 27 Impairment 0 0 0 0 0 0 0 0 Net carrying amount 7,980 3,092 1,023 12,095 8,329 5,125 457 13,911 Bonds and other fixed-income securities (b) (c) Gross value (a) 2,762 5,456 265 8,483 3,609 5,512 236 9,357 Premiums/discounts 0 (42) 0 (42) 0 2 0 2 Accrued interest 0 22 1 23 0 16 0 16 Impairment 0 (40) 0 (40) 0 (14) 0 (14) Net carrying amount 2,762 5,396 266 8,424 3,609 5,516 236 9,361 Equities and other variable-income securities (b) (d) Gross value 33,325 861 0 34,186 48,020 1,478 0 49,498 Accrued interest 0 0 0 0 0 0 0 0 Impairment 0 (37) 0 (37) 0 0 0 0 Net carrying amount 33,325 824 0 34,149 48,020 1,478 0 49,498 For these categories of securities, the gross values shown in the “Securities held for sale” and “Securities held for investment” columns are the redemption value. (a) Of which securities loaned for €42,487 million at December 31, 2022 versus €32,420 million as at December 31, 2021. (b) Of which bonds and other listed fixed-income securities for €7,808 million at December 31, 2022 versus €8,535 million as at December 31, 2021. (c) Of which shares and other listed variable-income securities for €32,610 million at December 31, 2022 versus €49,344 million as at December 31, 2021. (d) Financial instruments not listed on active markets, recognized in short-term investments, trading securities and investment securities, represented an amount of €2,155 million at December 31, 2022. For the first time on December 31, 2020, Natixis applied ANC Regulation No. 2020-10 of December 22, 2020, amending ANC Regulation No. 2014-07 specifically as regards the presentation of securities loans on the balance sheet. This change consists in presenting under “Other liabilities”, the debt representing the securities borrowed, less the value of the securities borrowed (classified as trading securities on the balance sheet) and the value of the securities borrowed that have been loaned out (also classified as trading securities on the balance sheet). Transfers of securities between categories There were no transfers of securities between categories in 2021 or 2022. Unrealized capital gains and losses in the investment portfolio (in millions of euros) 2022 2021 Government securities and equivalent Unrealized capital gains 21 37 Unrealized capital losses 0 (26) Bonds and other fixed-income securities Unrealized capital gains 26 10 Unrealized capital losses (54) (29) Equities and other variable-income securities Unrealized capital gains 5 74 Unrealized capital losses (36) (14)
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 405 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Investments in subsidiaries and affiliates, investments, Note 7 other long-term investments and treasury shares (in millions of euros) 2022 2021 Investments 96 97 Outstanding 99 99 Current account advances 0 0 Translation adjustments 1 1 Impairment (4) (3) Securities loaned 0 0 Other long-term investments 65 218 Outstanding (a) 78 230 Current account advances 0 0 Translation adjustments 0 0 Impairment (13) (12) Securities loaned 0 0 Accrued interest 0 1 INVESTMENTS AND OTHER SECURITIES HELD LONG-TERM 161 316 Investments in subsidiaries and affiliates 11,260 12,803 Outstanding (b) 11,498 13,205 Current account advances 0 6 Translation adjustments 53 65 Impairment (c) (290) (473) Securities loaned 0 0 Accrued interest 0 0 INVESTMENTS IN SUBSIDIARIES AND AFFILIATES 11,260 12,803 Treasury shares 10 10 Securities held for trading 10 10 Securities held for sale 0 0 Securities loaned 0 0 TREASURY SHARES 10 10 Including the disposal of Coface S.A. for €155 million. (a) The main movements in 2022 concern the Transfer of the Payments and Insurance activities (-€1,835.25 million): (b) Natixis Assurances for -€1,497 million; V Natixis Payment Holding for -€239 million; V Natixis Payment Solutions for -€64 million; V Natixis Immo Exploitation for -€34 million; V Partecis for -€1.25 million, V And on the other hand, Natixis North America capital increase for a positive €70 million ; V Natixis North America capital increase for a positive €57 million ; V Sale of Natixis Interépargne shares for -€57 million ; V Natixis Investment Managers’ capital increase for a positive €30 million. V The main changes during 2022 related to: (c) The reversal of provisions following the disposal of Natixis Payment Holding shares for a positive €153 million and of Partecis for a positive €1.25 million; V Natixis Wealth Management with a reversal of provision for a positive €22 million; V Contango with a reversal of provision for a positive €9.8 million; V Contango with an additional provision of -€6.9 million. V Information concerning the crossing of thresholds Note 8 following equity investments in French companies during fiscal year 2022 The table below was drawn up in accordance with the provisions of Article L.247-1 of the French Commercial Code Breach of threshold of 5% of share capital % as at 31/12/2022 Number of shares as at 31/12/2022 COFIMAGE 29 Not rated 73% 2,932
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 406 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Disclosures concerning subsidiaries and investments Note 9 Articles L.233-233 and R.123-123 of the French Commercial Code Companies or groups Listed/ no Listed Share capital (in thousands of units) Shareholders’ equity other than share capital (A) (in thousands of units) Share of share capital at 31/12/2022 (in %) A – BREAKDOWN OF INVESTMENTS WITH A GROSS VALUE OF OVER 1% OF THE REPORTING COMPANY’S CAPITAL - Subsidiaries and investments (holdings in excess of 10%) NATIXIS INVESTMENT MANAGERS 43 AV PIERRE MENDES FRANCE 75013 PARIS nc 241,783 EUR 4,942,692 EUR 100.00% NATIXIS Marco 47 QUAI D’AUSTERLITZ 75013 PARIS nc 700,119 EUR (92,223) EUR 100.00% NATIXIS TRUST 51 AVENUE John F. KENNEDY L-1855 Luxembourg nc 609,865 EUR 141,287 EUR 100.00% NATIXIS WEALTH MANAGEMENT 115 RUE MONTMARTRE 75002 PARIS nc 166,118 EUR 149,361 EUR 100.00% NATIXIS NORTH AMERICA LLC 1251 Avenue of the Americas New York, NY 10020 nc 2,526,579 USD (554,055) USD 100.00% NATIXIS JAPAN SECURITIES CO., Ltd. 1-11-1, MARUNOUCHI, CHIYODA-KU TOKYO 100-6226 nc 18,000,000 JPY 3,841,979 JPY 100.00% NATIXIS INNOV 47 QUAI D’AUSTERLITZ 75013 PARIS nc 150,060 EUR 3,909 EUR 100.00% IMMEUBLE EL KSAR – ZONE D’AFFAIRES MERCURE – LOT 34/35 BAB EZZOUAR 16311 ALGER nc 20,000,000 DZD 1,377,316 DZD 100.00% NATIXIS Pfandbriefbank AG Im Trutz Frankfurt 55 D-60322 Frankfurt am Main nc 120,000 EUR 5,500 EUR 100.00% CONTANGO TRADING S.A. 30 AV PIERRE MENDES FRANCE 75013 PARIS nc 13,325 EUR 0 EUR 100.00% DF EFG3 LIMITED Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104 nc 105,720 USD 7,068 USD 100.00% NATIXIS ASIA LIMITED LEVEL 72 INTERNATIONAL COMMERCE CENTER 1 AUSTIN ROAD WEST KOWLOON nc 574,912 HKD 145,760 HKD 100.00% B – TOTAL DISCLOSURES ON OTHER SUBSIDIARIES AND INVESTMENTS* 21 – In French companies (aggregate) 22 – In foreign companies (aggregate) Of which subsidiaries and investments not covered under paragraph A. * Excluding net income/(loss). (A) Fiscal year 2021. (a)
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 407 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Carrying amount of shares held (in thousands of euros) Loans and advances granted and not reimbursed (in thousands of euros) Amounts of guarantees, endorsements and others guarantees (in thousands of euros) NBI or revenue excl. Tax last fiscal year (a) (in thousands of euros) Profit or loss of last financial year (a) (in thousands of euros) Dividends collected in 2022 (in thousands of euros) Gross Net 61,168 828,507 9,248 9,227 3,239 4,002 89,003 17,025 (13,756) (33,246) 8,656,311 5,022,624 (253) (272) 9,707,640 2,798,101 27,056 3,170 25,430 (6,875) (9,163) (9,168) 19,644 9,178 232,705 226,684 20,367 208,653 173,368 7,042
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 408 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Treasury shares – Assets Note 10 In 2022, there was no purchase or sale of treasury shares. At December 31, 2022, as at December 31, 2021, Natixis held 2,461,581 shares representing 0.07% of the share capital. Fixed assets Note 11 (in millions of euros) 2022 2021 Gross Impairment and amortization Net Gross Impairment and amortization Net Operating fixed assets 2,156 (1,894) 262 2,066 (1,857) 209 Intangible assets 1,512 (1,321) 191 1,426 (1,312) 114 Property, plant and equipment 644 (573) 71 640 (545) 95 Non-operating fixed assets 1 0 1 1 (1) 0 Intangible assets 0 0 0 0 0 0 Property, plant and equipment 1 0 1 1 (1) 0 INTANGIBLE ASSETS 1,512 (1,321) 191 1,426 (1,312) 114 PROPERTY, PLANT AND EQUIPMENT 645 (573) 72 641 (546) 95 01/01/2022 Acquisitions Transfers Others 31/12/2022 Gross value Operating intangible assets 1,426 86 0 0 1,512 Goodwill 864 0 0 0 864 Software 474 2 0 0 476 Other intangible assets 88 84 0 0 172 Operating property, plant and equipment 640 10 (11) 5 644 Land and buildings 207 4 (2) 1 210 Other property, plant and equipment 433 6 (9) 4 434 Non-operating property, plant and equipment 1 0 0 0 1 Land and buildings 1 0 0 0 1 Other property, plant and equipment 0 0 0 0 0 TOTAL 2,066 96 (11) 5 2,156 01/01/2022 Charges Reversals Others 31/12/2022 Depreciation and amortization Operating intangible assets (1,312) (11) 0 0 (1,321) Goodwill (862) 0 0 0 (862) Software (448) (11) 0 0 (459) Other intangible assets 0 0 0 0 0 Operating property, plant and equipment (545) (36) 11 (3) (573) Land and buildings (159) (19) 2 2 (174) Other property, plant and equipment (386) (17) 9 (5) (399) Non-operating property, plant and equipment 0 0 0 0 0 Land and buildings 0 0 0 0 0 Other property, plant and equipment 0 0 0 0 0 TOTAL (1,857) (47) 11 (3) (1,894)
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 409 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Accrual accounts and other assets – Assets Note 12 (in millions of euros) 2022 2021 Options 7,313 8,205 Settlement accounts 6 21 Miscellaneous debtors 20,586 17,102 Inventory accounts and similar 521 507 OTHER ASSETS 28,426 25,835 Collection accounts 0 0 Adjustment accounts 7,013 3,858 Gains on financial instruments 204 129 Deferred charges and prepayments 310 330 Accrued income 518 277 Other accrual accounts 1,273 798 ACCRUAL ACCOUNTS 9,318 5,392 Interbank and similar transactions Note 13 (in millions of euros) 2022 2021 Central banks, postal cheque accounts Debts due to credit institutions* 138,777 178,313 Sight 13,452 10,998 Term deposits 125,325 167,315 Interbank and similar transactions 138,777 178,313 * o/w repurchase agreements 27,219 44,853 * o/w accrued interest 337 0 The change in interbank transactions from 2021 onwards includes June 30, 2021. These Money Market transactions are entered into the setting up of term loans and borrowings with Groupe BPCE with separate exercise notice periods between lending transactions amounting to €47 billion as of December 31, 2022 (€54.2 billion as of and borrowing transactions in order to enable Natixis to comply with December 31, 2021) in order to meet the requirements of the Net a minimum ratio of 100%. Stable Funding Ratio (NSFR), which became mandatory as of Client transactions Note 14 (in millions of euros) 2022 2021 Special savings accounts 2 35 Sight 0 0 Term deposits 2 35 Other debts * 97,770 94,942 Sight 29,932 26,140 Term deposits 67,838 68,802 Client transactions 97,772 94,977 * o/w repurchase agreements 59,128 58,114 * o/w accrued interest 143 11
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 410 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Debt securities Note 15 (in millions of euros) 2022 2021 Interbank market securities and marketable debt instruments 39,926 33,040 Bonds 24,628 21,789 DEBT SECURITIES 64,554 54,829 o/w non-amortizable share premiums 273 275 Accrual accounts and other liabilities – Liabilities Note 16 (in millions of euros) 2022 2021 Miscellaneous creditors 17,957 14,751 Securities transactions 22,092 24,628 o/w trading securities, other liabilities on securities 22,084 24,622 o/w accrued interest 8 6 Sold options 6,484 6,715 Securities transactions settlement accounts 6 10 OTHER LIABILITIES 46,539 46,104 Unavailable accounts 6 22 Adjustment and suspense accounts 1,565 270 Losses on financial instruments 472 340 Deferred income and prepayments 46 20 Accrued charges 1,174 805 Other accrual accounts 1,454 1,053 ACCRUAL ACCOUNTS 4,717 2,510 Provisions and impairment Note 17 (in millions of euros) 01/01/2022 Charges Reversals Translation adjustments Others 31/12/2022 Provisions for impairment deducted from assets (1,909) (493) 962 (54) 0 (1,494) From banks (24) 0 1 0 0 (23) Clients (1,375) (463) 759 (53) 0 (1,132) Investments (3) (6) 4 0 1 (4) Other long-term investments (12) (1) 1 0 (1) (13) Investments in subsidiaries and affiliates (473) (7) 190 0 0 (290) Misc. securities and debtors (22) (16) 7 (1) 0 (32) Provisions recognized in liabilities 2,076 827 (600) 38 (2) 2,339 Employee benefits 370 85 (141) 2 (5) 311 Off-balance sheet commitments 38 62 (80) 0 0 20 Country risk 283 166 (139) 1 0 311 Specific credit risk 0 1 0 0 0 1 Provisions for litigation 425 7 (10) 28 0 450 Sector risk 244 47 (76) 6 0 221 Forward financial instrument risk 28 (8) (3) 0 0 17 Others 688 467 (151) 1 3 1,008
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 411 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 (in millions of euros) 01/01/2021 Charges Reversals Translation adjustments Others 31/12/2021 Provisions for impairment deducted from assets (1,896) (661) 654 (35) 29 (1,909) From banks (30) 0 6 0 0 (24) Clients (1,404) (426) 507 (60) 8 (1,375) Investments (7) (1) 7 0 (2) (3) Other long-term investments (17) (2) 37 0 (30) (12) Investments in subsidiaries and affiliates (363) (210) 47 0 53 (473) Misc. securities and debtors (75) (22) 50 25 0 (22) Provisions recognized in liabilities 2,021 554 (532) 42 (9) 2,076 Employee benefits 296 134 (56) 0 (4) 370 Off-balance sheet commitments 35 48 (45) 1 (1) 38 Country risk 325 59 (102) 1 0 283 Specific credit risk 1 0 (1) 0 0 0 Provisions for litigation 453 6 (66) 30 2 425 Sector risk 297 75 (135) 7 0 244 Forward financial instrument risk 56 (3) (25) 0 0 28 Others 558 235 (102) 3 (6) 688 Headcount and social liabilities (excluding Employee Note 18 Retention and Performance plans) Changes in headcount 31/12/2022 31/12/2021 Technical staff 2,952 2,640 Managers 3,841 4,802 NUMBER OF EMPLOYEES 6,793 7,442 Post-employment benefits and other long-term benefits Main actuarial assumptions By type of obligation 2022 2021 Post-employment defined-benefit plans Other long-term employee benefits Post-employment defined-benefit plans Other long-term employee benefits Supplementary pension benefits and other End-of-career awards Long-service awards Other benefits Supplementary pension benefits and other End-of-career awards Long-service awards Other benefits Discount rate 3.72% 3.71% 3.64% 3.66% 0.86% 0.75% 0.55% 0.70% Expected return on plan assets 3.72% 2.83% 0.86% 2.86% 0.00% Salary increase rates are calculated by grade based on a constant population and a three-year average. At December 31, 2022, this average (gross of inflation) was 2.96%, compared with 2.68% as at December 31, 2021. The remaining average working lives of employees, for all plans, was 11.0 years versus 11.5 years as at December 31, 2021. Employee benefits, plan assets and separate asset obligations (in millions of euros) 31/12/2022 31/12/2021 Gross benefit obligation 453 552 Fair value of plan assets (212) (245) Fair value of separate assets (28) (64) NET OBLIGATION 213 243
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 412 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Breakdown of net obligation by plan type (in millions of euros) 2022 2021 Post-employment defined-benefit plans Other long-term employee benefits Total Post-employment defined-benefit plans Other long-term employee benefits Total Supple- mentary pension benefits and other End-of- career awards Longs- ervice awards Other benefits Supple- mentary pension benefits and other End-of- career awards Long- service awards Other benefits Benefit obligation as at January 1 Net obligations recognized 33 26 33 180 272 35 28 33 115 211 Unrecognized actuarial gains and losses (21) (12) (2) 1 (34) 6 (8) (2) 2 (2) Unrecognized past service cost 0 2 3 0 5 1 6 3 0 10 Total net obligation as at January 1 12 16 34 181 243 42 26 34 117 219 Benefits paid over the period (2) 3 (1) (39) (39) (3) (9) (1) (33) (46) Benefits vested over the period 1 6 3 76 86 1 8 3 66 78 Interest cost 1 1 2 1 1 Expected return on plan assets, gross (6) (3) 0 0 (9) (4) (3) 0 0 (7) Change in management fees 0 0 0 0 0 0 0 0 0 0 Payments to the fund during the period 0 0 0 0 0 0 0 0 0 0 Payment fees 0 0 0 0 0 0 0 0 0 0 Plan amendments recognized over the period 0 0 0 0 0 0 3 0 0 3 Actuarial gains and losses recorded over the period 0 (1) (7) 0 (8) 0 0 (1) 0 (1) Other items 3 (24) (6) (17) (44) 3 0 0 32 35 Change in obligation taken to income (3) (18) (11) 20 (12) (2) (1) 1 65 63 Other items (change in consolidation scope, etc.) 0 0 0 0 0 0 0 0 0 0 Other changes recognized 0 0 0 0 0 0 0 0 0 0 Actuarial gains and losses on benefit obligations (29) (34) (6) (3) (72) (13) (5) (1) (1) (20) Actuarial gains and losses on return on plan assets 44 0 0 0 44 (15) 0 0 0 (15) Other actuarial gains and losses 0 4 0 0 4 0 1 0 0 1 Change in actuarial gains and losses not recognized 15 (30) (6) (3) (24) (28) (4) (1) (1) (34) Plan amendments over the period (1) 0 0 0 (1) 0 0 0 0 0 Other items 0 (1) 0 0 (1) 0 (1) 0 0 (1) Other changes not recognized (1) (1) 0 0 (2) 0 (1) 0 0 (1) Benefit obligation as at December 31 Net obligations recognized 30 8 23 200 261 33 26 33 180 272 Unrecognized actuarial gains and losses (7) (40) (1) (3) (51) (21) (12) (2) 1 (34) Unrecognized past service cost 0 1 2 0 3 0 2 3 0 5 TOTAL NET OBLIGATION AS AT DECEMBER 31 23 (31) 24 197 213 12 16 34 181 243
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 413 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Subordinated debt Note 19 (in millions of euros) 2022 2021 Dated subordinated debt 2,956 4,076 Subordinated notes 106 226 Subordinated loans 2,850 3,850 Perpetual subordinated debt 2,306 2,344 Participating loans 0 0 Subordinated notes 972 1,466 Subordinated loans 1,334 878 Accrued interest 24 23 5,286 6,443 Debt representing 10% of the total amount of subordinated debt: Date of issue Maturity date Cur- rency Amount of issue Frequency of coupon Rate and duration before first redemption date Rate after first redemption date 2022 2021 Liabilities convertible into equity Condition of subordination (next higher rank) 14/06/2021 14/06/2031 EUR 900,000,000 Quarterly €STR + 133 bp €STR + 133 bp 900,000,000.00 900,000,000.00 Non- convertible SNP 13/12/2021 14/03/2033 EUR 900,000,000 Quarterly €STR + 156 bp €STR + 156 bp 900,000,000.00 900,000,000.00 Non- convertible SNP 25/02/2016 25/02/2028 EUR 300,000,000 Quarterly E3M + 292 bp E3M + 292 bp 300,000,000.00 0.00 Non- convertible SNP 06/12/2018 06/12/2030 EUR 300,000,000 Quarterly E3M + 223 bp E3M + 223 bp 300,000,000.00 0.00 Non- convertible SNP 20/10/2020 20/10/2035 EUR 350,000,000 Annually 0.01388 0.01388 350,000,000.00 0.00 Non- convertible SNP 29/07/2015 29/07/2027 EUR 1,000,000,000 Quarterly Euribor 3M + 230 bp No redemption clause 0.00 1,000,000,000.00 Non- convertible Unsecured creditors Perpetual deeply subordinated notes Natixis issued perpetual deeply subordinated notes which offer unit-holders fixed rate or variable rate compensation and which may be redeemed at the end of a set period and then at each coupon anniversary date. In the event of non-redemption at the end of this period, for some of these issues, a variable coupon indexed to the Euribor or Libor will be paid. The contractual conditions of deeply subordinated notes state that the issuer may suspend (in whole or in part) the payment of interest, as non-paid coupons are not deferred. Due to the existence of a loss-absorption clause, the nominal value of the securities may be reduced in the event of regulatory capital inadequacy to serve as a new basis for determining coupon amounts. The original nominal value may however be reconstituted under certain conditions. In the event of the liquidation of Natixis and regardless of any reduction to the securities’ original nominal value, unit-holders will bear their securities at their original nominal value. Redeemable subordinated debt Redeemable subordinated debt issued by Natixis includes medium- or long-term loans or securities equivalent to ordinary subordinated debt. They are redeemable before the contractual maturity date in the event of liquidation of the issuer, and rank after other creditors but before holders of loans or non-voting shares. Following approval by the banking supervisory authority and at the initiative of the issuing company, redeemable subordinated debt may be subject to early redemption through repurchasing on the stock market, or over the counter in the case of private debt, as of a date set in the issue notice or purchase agreement or in the event of changes to current tax and regulatory rules. In all cases, these redemptions are subject to the approval of the banking supervisory authorities.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 414 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Regulated provisions Note 20 (in millions of euros) Revaluation reserve for depreciable fixed assets Provisions for investment Accelerated depreciation Public funds assigned Total As at January 1, 2021 0 0 0 2 2 Charges 0 0 0 0 0 Reversals 0 0 0 0 0 Others 0 0 0 43 43 Activity in 2021 0 0 0 43 43 BALANCE AS AT DECEMBER 31, 2021 0 0 0 45 45 As at January 1, 2022 0 0 0 45 45 Charges 0 0 0 0 0 Reversals 0 0 0 0 0 Others 0 0 0 (45) (45) Activity in 2022 0 0 0 (45) (45) BALANCE AS AT DECEMBER 31, 2022 0 0 0 0 0 Share capital, issue premiums, reserves and retained Note 21 earnings (in millions of euros) Share capital Issue premium Legal reserve General reserve Long-term capital gains regulated reserve Other reserves Retained earnings Total As at January 1, 2021 5,050 7,426 533 1,200 0 2 3,250 17,461 Appropriation of 2020 earnings (46) (46) Free share allocation 3 (3) 0 Activity in 2021 3 0 0 (3) 0 0 (46) (46) BALANCE AS AT DECEMBER 31, 2021 5,053 7,426 533 1,197 0 2 3,204 17,415 As at January 1, 2022 5,053 7,426 533 1,197 0 2 3,204 17,415 Appropriation of 2021 earnings 555 555 Dividend payment (921) (921) Free share allocation 4 (4) 0 Increase in Transfer capital for the Insurance and Payments business lines 837 837 Increase in issue premiums and transfers of the Insurance and Payment business lines 864 864 Insurance and Payment business lines transfers (1,782) (1,782) Incorporation of reserves 2 (2) 0 Activity in 2022 841 (918) 0 (2) 0 (2) (366) (447) BALANCE AS AT DECEMBER 31, 2022 5,894 6,508 533 1,195 0 0 2,838 16,968 At December 31, 2022, the share capital was composed of 3,684,053,471 shares, each with a nominal value of €1.60. All shares confer the same rights on their holders, except for treasury shares, which have no voting rights. The capital increase in fiscal year 2021 corresponds to the allocation of 2,006,829 free shares to certain Natixis employees as part of the Employee Retention and Performance plans. The capital increase in fiscal year 2022 corresponds to the allocation of 2,743,346 free shares to certain Natixis employees as part of the Employee Retention and Performance Plan (ERPP). The General Shareholders’ Meeting of March 22, 2022 decided on an exceptional distribution of share premiums in kind through the delivery of shares and a cash increase through the issue of 523,351,794 ordinary shares linked to the transfer of the Insurance and Payment business lines to BPCE. The General Shareholders’ Meeting of May 24, 2022 decided to allocate all other reserves to the general reserve item.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 415 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Transactions with subsidiaries and affiliates Note 22 (in millions of euros) 2022 2021 Assets Advances to banks 83,835 96,945 Customer loans 36,310 37,337 Bonds and other fixed-income securities 2,709 4,037 Equities and other variable-income securities 3,379 3,028 Liabilities Amounts due to credit institutions 92,283 119,262 Customer deposits 18,783 20,470 Debt securities 375 322 Subordinated debt 3,807 5,300 Off-balance sheet Financing commitments given to: banks V 131 3,302 clients V 13,026 9,776 Guarantees provided on behalf of banks V 1,661 3,706 clients V 7,245 6,517 Under Article 1124-61 of Regulation No. 2014-07 on transactions between related parties, Natixis has no additional information to disclose, since these transactions are either excluded from the reporting scope (wholly-owned subsidiaries), or entered into under normal market conditions. Statement of assets, liabilities and commitments related Note 23 to the management of public procedures (in millions of euros) 2022 2021 Client transactions 904 904 Other asset accounts 0 7 TOTAL ASSETS 904 911 Interbank and similar transactions 46 46 Client transactions 994 1,007 Other liabilities 38 0 Public funds assigned 0 45 TOTAL LIABILITIES 1,078 1,098
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 416 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Interest and similar income Note 24 (in millions of euros) 2022 2021 Interest and similar income 7,952 5,167 Interbank transactions 3,431 1,150 Client transactions 2,969 2,015 Bonds and other fixed-income securities 156 151 Other interest and similar income 1,396 1,851 Interest and similar expenses (7,473) (4,067) Interbank transactions (3,097) (1,108) Client transactions (1,833) (755) Bonds and other fixed-income securities (1,275) (1,095) Other interest and similar expenses (1,268) (1,109) 479 1,100 Of which -€198 million in interest expense on subordinated debt at December 31, 2022 versus -€159 million as at December 31, 2021. Negative interest on assets is presented under “Interest and similar expenses”; negative interest on liabilities is presented under “Interest and similar income”. At December 31, 2022, the negative interest on financial assets and liabilities amounted to -€283 million and €249 million respectively. Income from variable-income securities Note 25 (in millions of euros) 2022 2021 Investment in subsidiaries and affiliates 600 300 Investment in associates and other long-term investments 0 0 Equities and other variable-income securities 24 7 TOTAL 624 307 Commissions Note 26 (in millions of euros) 2022 2021 Income Expense Income Expense Client transactions 448 (4) 436 (5) Securities transactions 2 (134) 2 (144) Forward financial instruments 18 (50) 55 (45) From financing and guarantee commitments 123 (108) 117 (78) From other off-balance sheet commitments 96 (102) 114 (37) From foreign exchange transactions 0 (15) 0 (10) From other financial services 14 (11) 11 (9) From payment services 38 (40) 38 (45) Ancillary income 3 0 7 0 Others 15 0 21 0 TOTAL 757 (464) 801 (373)
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 417 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Trading portfolio Note 27 (in millions of euros) 2022 2021 Net gains/(losses) on securities held for trading (2,807) 9,777 Net gains/(losses) on foreign exchange transactions 63 (713) Net gains/(losses) on forward financial instruments 5,227 (7,769) TOTAL 2,483 1,295 Gains or losses on investment and similar portfolio Note 28 transactions (in millions of euros) 2022 2021 Securities held for sale Gains on disposal 84 69 Losses on disposal (101) (25) Net impairment (Charge)/Reversal (39) 66 TOTAL (56) 110 Other operating banking income and expenses Note 29 (in millions of euros) 2022 2021 Income Expense Income Expense Expenses from income sharing agreements 0 (1) 0 0 Transfers of operating banking expenses 0 (1,046) 0 (466) Taxes and duties allocated to NBI 0 0 0 (1) Other banking operating income 860 0 419 0 Ancillary income 67 0 245 0 Share of income from joint banking ventures 5 0 4 0 Transfers of operating banking expenses 2 0 2 0 Other miscellaneous operating revenue – Other operating expenses 1 0 0 0 Allocation to and reversal of provisions for liabilities and charges – Other operating expenses (5) 0 (17) 0 TOTAL 930 (1,047) 654 (467)
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 418 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Operating expenses Note 30 (in millions of euros) 2022 2021 Payroll costs (1,297) (1,434) Wages and salaries (865) (876) Social security expenses (a) (358) (352) Incentive and profit-sharing plans (61) (82) Taxes on income (48) (70) Rebilled expenses 21 24 Provisions for Risks and Expenses (b) 14 (78) Other administrative expenses (1,175) (1,200) Taxes and duties (c) (269) (186) External services (1,320) (1,258) Rebilled expenses 414 244 Depreciation, amortization and impairment of property, plant and equipment and intangible assets (47) (71) Charges (47) (71) TOTAL (2,518) (2,705) Including pension expenses of €125 million at December 31, 2022 compared with €77 million as at December 31, 2021. (a) Including a reversal of €10 million for the Employment Protection Plan. (b) Including a contribution of €222 million to the Single Resolution Fund (SRF) at December 31, 2022, versus €130 million as at December 31, 2021. (c) Cost of risk Note 31 (in millions of euros) 2022 2021 Cost of risk on assets (167) (134) Non-performing loans: (161) (130) Impairment charges (370) (303) Reversals of impairment charges 542 417 Losses covered (333) (241) Losses not covered (12) (7) Recoveries of bad debts written off 12 4 Securities: (6) (4) Impairment charges (6) (4) Reversals of impairment charges 0 43 Losses covered 0 (43) Cost of risk on liabilities 24 167 On country and sector risks: 1 103 Charges to provisions (213) (134) Reversals of provisions 214 237 Risks and charges: 23 64 Charges to provisions (68) (54) Reversals of provisions 91 118 TOTAL (143) 33
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 419 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Gains/(losses) on fixed assets Note 32 (in millions of euros) 2022 2021 Long-term investments Investments and other securities held long-term 65 (114) Gains 38 13 Losses (155) (10) Impairment charges (14) (213) Reversals of impairment charges 194 92 Provisions for risks and other expenses 0 (1) Reversals of provisions for risks and other expenses 2 5 Securities held for investment 1 0 Gains 1 0 Property, plant and equipment and intangible assets 0 0 TOTAL 66 (114) Income taxes Note 33 (in millions of euros) 2022 2021 Tax at standard rate (44) (60) Tax at reduced rate 0 0 Tax credits 4 5 Impact of tax consolidation and other items (321) (29) TOTAL (361) (84) Tax calculation The tax consolidation agreement in force at Natixis up to December 31, 2021 was based on the principle of neutrality, whereby each subsidiary determined its tax and contributed to the Group tax as if it were not consolidated. As a result of the repurchase of Natixis shares from minority shareholders, carried out by BPCE in 2021, the Natixis tax consolidation group ended on December 31, 2021. The consequences of the end of the tax consolidation group have been recognized as of December 31, 2021. As of January 1, 2022, Natixis and its subsidiaries became members of the BPCE S.A. tax consolidation group. The tax consolidation agreement between Natixis and BPCE provides that Natixis’ contribution to the tax of the BPCE S.A. tax consolidation group is equal to the tax that Natixis would have paid to the French Treasury, as the parent company of the tax group that it could have formed with its subsidiaries in the absence of BPCE S.A.’s acquisition of more than 95% control (i.e. establishment of a sub-group under Natixis agreements). In addition, due to the option to offset the losses of the former Natixis tax consolidation group according to the so-called extended base mechanism, BPCE is likely to realize tax savings that are returned to Natixis, insofar as they would not have previously impacted the calculation of Natixis’ tax contribution. Lastly, the latter organizes, with its subsidiaries, the distribution of taxes and the arrangements for compensating losses within the Natixis treaty sub-group.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 420 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Geographical information Note 34 (in millions of euros) 2022 2021 France Others Europe North and South America Asia Others Total France Others Europe North and South America Asia Others Total Interest and similar income and expenses (351) 255 277 293 5 479 269 213 381 232 5 1,100 Income from variable-income securities 624 0 0 0 0 624 307 0 0 0 0 307 Fee and commission income and expenses 29 69 142 53 0 293 146 74 151 57 0 428 Net income from investment and trading portfolio transactions 2,405 213 10 (185) (16) 2,427 1,363 11 3 32 (4) 1,405 Other operating banking income and expenses (68) 2 (47) (5) 0 (118) 198 4 (16) 0 0 186 TOTAL NET BANKING INCOME 2,639 539 382 156 (11) 3,705 2,283 302 519 321 1 3,426 Off-balance sheet – Forward financial instruments Note 35 (in millions of euros) Notional 2022 Notional 2021 On organized markets 260,815 305,422 Forward transactions 260,806 301,393 Options 9 4,029 Over the counter 9,392,868 7,777,598 Forward transactions 8,817,410 7,245,640 Options 575,458 531,958 INTEREST RATE INSTRUMENTS 9,653,683 8,083,020 On organized markets 5 200 Forward transactions 5 200 Options 0 0 Over the counter 339,211 268,061 Forward transactions 65,147 55,762 Options 274,064 212,299 EXCHANGE RATE INSTRUMENTS 339,216 268,261 On organized markets 128,885 121,463 Forward transactions 75,989 56,323 Options 52,896 65,140 Over the counter 203,330 184,134 Forward transactions 109,015 127,898 Options 94,315 56,236 Other instruments 332,215 305,597 o/w hedges on interest rate instruments V 28,129 24,424 on exchange rate instruments V 3 3 on other instruments V 3,850 3,148 o/w macro-hedges 242,510 533,370 o/w isolated open positions 5 222
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 421 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Counterparty risk exposure Counterparty risk exposure (a) Governments and central banks 12,381 Financial institutions 33,139 Others 13,976 TOTAL 59,496 Exposure calculated based on current Basel 3 standards. (a) Information on risk management is presented in Section [3.2.4] of Chapter [3] “Credit and counterparty risks”. Fair value of forward financial instruments (in millions of euros) 2022 2021 Interest rate instruments Positive fair value 35,652 30,277 Negative fair value 35,249 26,709 Exchange rate instruments Positive fair value 28,439 18,624 Negative fair value 28,047 18,681 Other instruments Positive fair value 5,561 6,176 Negative fair value 5,284 7,015 Off-balance sheet items – Commitments Note 36 (in millions of euros) 2022 2021 Financing commitments 96,805 97,864 from banks 22,970 27,953 Clients 73,835 69,911 Guarantee commitments 41,658 36,972 from banks 6,991 7,060 Clients 34,667 29,912 Commitments on securities 6,767 6,771 Other commitments 13,474 19,015 TOTAL COMMITMENTS GIVEN 158,704 160,622 Financing commitments 28,345 40,566 from banks 20,659 36,073 Clients 7,686 4,493 Guarantee commitments 33,628 20,418 from banks 33,628 20,418 Commitments on securities 6,706 6,738 Other commitments 12,268 12,156 TOTAL COMMITMENTS RECEIVED 80,947 79,878
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 422 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Foreign exchange transactions, currency loans Note 37 and borrowings (in millions of euros) 2022 2021 Spot transactions Currencies purchased and not received 30,728 23,548 Currencies sold and not delivered 30,809 23,486 Foreign currency lending/borrowing Currencies loaned and not delivered 0 0 Currencies borrowed and not received 0 0 Forward exchange Euros receivable/currencies deliverable 598,017 528,585 Currencies receivable/euros deliverable 620,129 562,396 Currencies receivable/currencies deliverable 301,842 293,657 Currencies deliverable/currencies receivable 301,489 293,048 Premium/discount receivable 4,518 1,762 Premium/discount payable 4,152 1,577 Jobs, resources by maturity Note 38 (in millions of euros) <= 3 months 3 months to 1 year 1 to 5 years > 5 years Perpetual Total Receivables from credit institutions 28,344 56,071 11,964 9,799 0 106,178 Client transactions 83,967 6,820 26,337 8,944 17 126,085 Bonds and other fixed-income securities 6,385 1,136 3,784 1,709 0 13,013 Jobs 118,697 64,027 42,085 20,452 17 245,276 Debts due to credit institutions 48,519 22,206 64,567 3,485 0 138,777 Client transactions 88,346 4,146 1,311 3,969 0 97,772 Debt securities 34,603 7,320 5,195 17,436 0 64,554 Resources 171,468 33,672 71,073 24,890 0 301,103
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Individual financial statements and notes 423 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Establishments and operations in non-cooperative states Note 39 or territories within the meaning of Article 238-0A of the French General Tax Code As of December 31, 2022, Natixis had no direct or indirect operations in non-cooperative countries or territories within the meaning of Article 230-0 A of the French General Tax Code. Company financial results over the last five years (art. 133, 135 and 148 of the decree on commercial companies) Category 2018 2019 2020 2021 2022 Financial position at year-end Share capital 5,040,461,747.20 5,044,925,571.20 5,049,522,403.20 5,052,733,329.60 5,894,485,553.60 Number of shares issued 3,150,288,592 3,153,078,482 3,155,951,502 3,157,958,331 3,684,053,471 Number of bonds redeemable in shares 0 0 0 0 0 Number of bonds convertible into shares 0 0 0 0 0 Overall results of effective operations Revenues net of tax 31,465,230,299.13 23,040,275,032.80 26,296,468,149.97 32,895,241,124.13 34,931,041,349.70 Income before tax, depreciation, amortization and provisions 1,610,377,425.74 2,205,278,559.53 369,564,682.90 526,221,628.27 700,317,846.18 Income taxes 269,538,633.33 120,723,077.77 211,515,956.27 (84,376,911.41) (361,817,090.75) Income after tax, depreciation, amortization and provisions 1,834,308,793.77 2,242,111,898.15 142,691,880.31 555,173,956.59 747,524,492.42 Amount of dividends distributed (a) 2,457,225,101.76 0.00 189,357,090.12 920,397,972.50 442,086,416.52 Operational result per share Income after tax, but before depreciation, amortization and provisions 0.60 0.74 0.18 0.14 0.09 Income after tax, depreciation, amortization and provisions 0.58 0.71 0.05 0.18 0.20 Dividend per share 0.78 0.00 0.06 0.25 0.12 Employees Number of employees 7,462 7,255 7,504 7,442 6,794 Total payroll costs 916,160,105.76 916,358,847.83 801,847,788.90 876,012,387.95 865,082,165.03 Social security and other employee benefits 421,145,026.49 523,163,629.26 317,843,440.76 433,842,274.88 419,385,538.01 Of which in 2018: (a) an ordinary dividend of €945,086,577.60; V a special dividend of €1,512,138,524.16. V For 2021: following the Ordinary General Shareholders’ Meeting of May 24, 2022. Of which in 2022: subject to approval by the Ordinary General Shareholders’ Meeting.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 424 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statutory Auditors’ report 6.2 on the parent company financial statements Fiscal year ended December 31, 2022 To the General Shareholders’ Meeting NATIXIS S.A. 7, promenade Germaine Sablon 75013 PARIS Opinion In compliance with the assignment entrusted to us by your General Shareholders’ Meeting, we carried out the audit of the annual financial statements of NATIXIS S.A. for the fiscal year ended December 31, 2022, as appended to this report. In our opinion, the annual financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company for the past fiscal year and of the results of its operations for the year then ended in accordance with French accounting principles. The opinion expressed above is consistent with the content of our report to the Audit Committee. Basis for Opinion Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the “Statutory Auditors’ responsibilities for the audit of the financial statements” section of our report. Independence We conducted our audit engagement in compliance with the independence rules applicable to us, for the period from January 1, 2022 to the date of our report and in particular we did not provide any services that are prohibited under Article 5(1) of Regulation (EU) No. 537/2014 or under the French Commercial Code or the French Code of Ethics (code de déontologie) for Statutory Auditors. Justification of assessments – Key audit matters In application of the provisions of Articles L.823-9 and R.823-7 of the French Commercial Code pertaining to justification of our assessment, we bring to your attention key points of the audit as they pertain to the risk of material misstatement which, in our professional judgment, were the most important for the audit of the annual financial statements for the fiscal year, as well as the responses we have provided to these risks. These assessments are made in the context of the audit of the consolidated financial statements taken as a whole and the formation of our opinion expressed above. We do not provide a separate opinion on specific items of the annual financial statements.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 425 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Impairment of client transactions on an individual basis Risk identified and main judgments Client transactions include loans distributed to economic agents other than credit institutions, with the exception of those represented by a security and securities received under reverse repurchase agreements evidenced by securities or other instruments. When there is a risk of partial or total non-recovery of receivables, impairments are recognized up to the probable loss. These impairments are assessed quarterly on a case-by-case basis taking into account an analysis of the risk and available collateral. Impairment losses are calculated as the difference between the gross carrying amount of the receivable and the amounts thought to be recoverable (including flows from the realization of guarantees), discounted at the original effective interest rate for fixed-rate receivables or at the last effective interest rate determined according to the contractual terms for variable-rate receivables. The conflict between Russia and Ukraine since February 24, 2022, due to its direct consequences and the resulting sanctions, has had consequences on the world economy, with significant impacts on energy and commodity prices that are likely to affect the repayment capacity of some borrowers. This return of inflation was accompanied by the end of accommodating monetary policies with a rise in key rates during the fiscal year, which impacts growth estimates for the coming years. The determination of individual impairment allowances for non-performing loans requires a significant amount of judgment, particularly in terms of identifying impairment and calculating the impairment loss to be recognized. We considered individual impairment to be a key audit matter as it is an area where estimation plays a significant role in the preparation of the financial statements, particularly in the context of economic uncertainties. Receivables due from clients amounted to €126,085 million at December 31, 2022, of which €2,504 million in non-performing loans. The cost of risk on non-performing receivables amounted to €161 million at December 31, 2022. Please refer to paragraph 1 of Note 2, and to Notes 5 and 31 of the notes to the financial statements for more details. Our audit approach Our work was adapted to take account of changes in risk and the increased degree of uncertainty. We appreciated the relevance of the internal Natixis control framework and in particular its adaptation to the uncertain macro-economic environment. We evaluated the design and tested the effectiveness of the key controls put in place by Natixis, in particular those related to: the identification of indicators of impairment (such as past-due V payments) and the counterparty rating process; the classification of exposures as non-performing; V the monitoring and valuation of guarantees; V the determination of individual impairment losses on V non-performing loans and the associated governance and validation mechanism. In addition, for a sample of files selected on the basis of materiality and risk criteria, in particular files exposed to the consequences of the conflict between Russia and Ukraine, we carried out a credit review where we: took note of the latest available information on the situation of V sensitive and non-performing counterparties; performed independent analyses of the assumptions used and the V estimates of provisions drawn up by management based on information provided by the institution and external data; verified that estimated impairment allowances were correctly V recognized. We also verified the relevance of the information detailed in the notes on impairment of customer loans and receivables.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 426 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Provisions for litigation and other risks Risk identified and main judgments A provision for risks is a liability of uncertain timing or amount. A liability is a present obligation arising from past events, the settlement of which is expected to result in an outflow of resources embodying economic benefits that can be reliably measured. The amount recognized as a provision should be the best estimate of the expenditure required to settle the present obligation at the closing date. Provisions are reviewed at each closing date and adjusted if necessary. The assessment of the resulting legal and compliance (including tax) risks reflects management’s estimates as of the reporting date. The recognition of a provision and determination of its amount as well as the financial information disclosed require, by their very nature, the exercise of judgment, not least because of the difficulty of estimating the outcome and financial consequences of ongoing proceedings. We therefore considered provisions for legal and non-compliance risks to be a key audit matter given the sensitivity of these provisions to the assumptions and options adopted by management. Provisions for litigation and other risks amounted to €1,458 million at December 31, 2022. For more details, please refer to paragraph 10 of Note 2 and Note 17 of the notes to the financial statements. Our audit approach We examined the identification, assessment and provisioning arrangements for litigation and other risks. We took note of the status of ongoing proceedings and the main risks identified by Natixis, including through regular discussions with management (and more specifically Natixis’ Legal, Compliance and Tax Departments) and by reviewing the documentation made available to us. Our work also involved assessing the reasonableness of the assumptions and data used by management to estimate the amount of provisions recognized at the reporting date. In particular, we engaged tax law specialists to conduct a critical review of analyses of the tax risks identified by Natixis and the related provisions. We also carried out confirmation procedures with Natixis’ legal advisors regarding ongoing proceedings. Finally, we checked that the provisions thus measured were correctly recognized and verified the related disclosures in the notes to the annual financial statements.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 427 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Valuation of financial instruments not quoted on an active market Risk identified and main judgments As part of its capital market activity within the Corporate & Investment Banking division, Natixis holds on its balance sheet a significant portion of financial instruments that are not quoted on an active market, including €2,155 million recognized in short-term investment securities, transactions and investments. The determination of the market value of these financial instruments is based on valuation techniques that include a significant amount of judgment in the choice of methodologies and data used. We considered financial instruments not quoted on an active market to be a key audit matter due to the material nature of the exposures and the use of judgment in determining the market value. Financial instruments not listed on active markets are broken down into Government securities and equivalent, receivables due from credit institutions and transactions with clients. Please refer to paragraphs 1 and 2 of Note 2, and to Notes 4, 5, 6, 27 and 28 to the financial statements for more details. Our audit approach We examined the internal control procedures and frameworks within Natixis for the identification, valuation and accounting of financial instruments not quoted on an active market. We tested the effectiveness of the controls that we deemed relevant to our audit, including those relating to: the validation and periodic review, by the Risk division, of valuation V models and related adjustments; the independent verification of valuation inputs; V the determination of the main valuation adjustments, as well as V the value adjustments made. We carried out these checks with the assistance of our valuation specialists, with whom we also carried out independent valuations by examining, on a sample basis, the assumptions, methodologies and models used to estimate the main valuation adjustments as at December 31, 2022. We also examined, on a sample basis, any variances in margin calls with Natixis’ market counterparties, which helped us assess the appropriateness of the valuations.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 428 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Specific verifications We also performed, in accordance with professional standards applicable in France, the specific verifications required by French law and regulations. Information given in the management report and in the other documents on the financial position and the financial statements provided to shareholders We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the other documents on the financial position and the annual financial statements provided to shareholders with the exception of the item below. The fair presentation and the consistency with the annual financial statements of the information relating to payment terms mentioned in Article D.441-6 of the French Commercial Code leads us to make the following observation: as indicated in the management report, this information does not include banking transactions and related transactions, as your Company considers that they do not fall within the scope of information to be reported. Information on corporate governance We certify the existence, in the section of the management report of the Board of Directors devoted to corporate governance, of the information required under Articles L.225-37-4, L.22-10-10 of the French Commercial Code. Other verifications or information provided for by French law and regulations Format of the annual financial statements included in the annual financial report In accordance with professional standards on the Statutory Auditors’ procedures relating to the annual and consolidated financial statements presented using the single European electronic information format, we have also verified compliance with this format defined by the European delegated regulation No. 2019/815 of December 17, 2018 in the presentation of the annual financial statements included in the annual financial report mentioned in I of Article L.451-1-2 of the French Monetary and Financial Code, prepared under the responsibility of the Chief Executive Officer. On the basis of our work, we conclude that the presentation of the annual financial statements included in the annual financial report respects, in all material respects, the single European electronic information format. Appointment of the Statutory Auditors We were appointed as Statutory Auditors of NATIXIS S.A. by your General Shareholders’ Meeting on May 24, 2016 for PricewaterhouseCoopers Audit and on May 24, 2022 for Mazars. As at December 31, 2022, PricewaterhouseCoopers Audit was in its seventh year of appointment without interruption and Mazars in its first year. Responsibilities of management and those charged with governance for the annual financial statements Management is responsible for the preparation and fair presentation of the annual financial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error. In preparing the annual financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management framework and, where applicable, the General Inspection of procedures for preparing and processing accounting and financial information. The annual financial statements have been approved by the Board of Directors.
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 429 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statutory Auditors’ responsibilities for the audit of the annual financial statements Objectives and audit approach Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As specified in Article L.823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises professional judgment throughout the audit. In addition: identifies and assesses the risks of material misstatement of the V financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; obtains an understanding of internal control relevant to the audit in V order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; evaluates the appropriateness of accounting policies used and the V reasonableness of accounting estimates and related disclosures made by management in the annual financial statements; assesses the appropriateness of management’s use of the going V concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the annual financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion; evaluates the overall presentation of the financial statements and V assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. Report to the Audit Committee We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also make it aware, when appropriate, of any significant weaknesses we have identified in the internal control framework in terms of procedures for preparing and processing accounting and financial information. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the annual financial statements of the current period and which therefore constitute key audit matters, which we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee. Neuilly-sur-Seine and Paris-La Défense, March 23, 2023 The Statutory Auditors PricewaterhouseCoopers Audit Emmanuel BENOIST Audit Mazars Emmanuel Dooseman Olivier Gatard
6 INDIVIDUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2022 Statutory Auditors’ report on the parent company financial statements 430 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
7 431 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines 7.1 and organization of the ESR policy 432 Strategic pillars of ESR 7.1.1 432 ESR governance 7.1.2 434 ESR commitments 7.1.3 434 Contribution to the Sustainable 7.1.4 Development Goals (SDGs) 435 Dialog with stakeholders 7.1.5 437 Business line contributions 7.2 to green and sustainable growth 439 Sustainable growth: financing 7.2.1 the transformation in society 440 Financing the energy transition 7.2.2 and combating climate change 444 Preserving natural capital 7.2.3 450 Managing environmental, 7.3 social and governance risks 454 Incorporating ESG criteria in financing 7.3.1 operations and investments 454 Duty of vigilance 7.3.2 456 Climate risks 7.3.3 458 Publication under the requirements 7.3.4 of Article 8 of the regulation establishing taxonomy 2020/852 459 Managing our direct 7.4 environmental impact 460 Sustainable real estate 7.4.1 460 Digital sustainability 7.4.2 461 Promoting sustainable mobility 7.4.3 462 Management of resources 7.4.4 463 Developing green spaces 7.4.5 465 Waste reduction and sorting 7.4.6 465 Carbon footprint management 7.4.7 466 Responsible purchasing 7.4.8 467 Human Resources 7.5 management and employee commitment 469 Human Resources and diversity 7.5.1 management 469 Employee engagement 7.5.2 477 Reporting frameworks 7.6 and methodology 481 Methodological notes on indicators 481 List of subsidiaries included in the ESR reporting framework 483 Moderate assurance report 7.7 by one of the Statutory Auditors on the verification of a selected social and environmental information as at December 31, 2022 485
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 432 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Strategic outlines and organization 7.1 of the ESR policy Strategic pillars of ESR 7.1.1 As a significant player in the financing of the economy, Natixis intends to play a role in the transition to sustainable development and, through its business lines, contributes to creating value for all of its internal and external stakeholders. ESR was one of the levers of the New Dimension strategic plan (2018-2020), and Natixis’ ambition has been strengthened as part of the new plan by 2024, with the stated desire to strengthen our ambition to the energy transition and sustainable finance with a “Net Zero” alignment objective as part of Groupe BPCE's NZBA (1) commitment. This commitment is accompanied by ambitious objectives in all Natixis business lines and functions: assert our status as financial partner of choice for our clients for V their energy transition strategy, drawing on the expertise of our Green & Sustainable Hub, with an aim of multiplying Natixis CIB's Green Revenues (2) by 1.7 by 2024; positioning ESG at the heart of our Asset Management activities, V with an ambition to manage half of our assets under management (AUM) in Art 8, 9 (3) and equivalent by 2024; measuring and steering the climate impact internally by V continuing to deploy the “Green Weighting Factor”, and also by enabling public sector decarbonization trajectories to be monitored as part of Groupe BPCE’s NZBA; offering our clients SRI finance solutions focused on natural and V social capital; operate at a higher level of corporate responsibility, in particular V for our direct impacts on the environment, with a 20% reduction in carbon footprint per employee. Our Social and Environmental Responsibility policy is focused on three key priorities GREEN AND SUSTAINABLE BUSINESS DEVELOPPEMENT contribute to the global energy transition and develop a sustainable economic model with our clients DIRECT IMPACT & ONBOARDING employees’ commitment, management of direct impacts on the environment, responsible purchasing policy, solidarity initiatives RISK MANAGEMENT integration of ESG criteria in our financings and investments Net Zero Banking Alliance, an international initiative aiming for carbon neutrality by 2050. Groupe BPCE has been a signatory since July 2021. (1) Green revenues: revenues from the Green and Sustainable Hub, from the Renewables sector and from clients and Green Weighting Factor dark green and medium green (2) transactions. Funds referred to as Article 8 or Article 9 within the meaning of Regulation (EU) No. 2019/2088 on information relating to sustainable development in the financial services (3) sector (known as SFDR).
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 433 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Our key performance indicators for 2022 36.7% 80% Share of assets under management in Art 8 and 9 (1) 27% Green 33% Neutral 40% Brown Share of renewable energies (3) ASSET MANAGEMENT FINANCING Green Weighting Factor (2) BUSINESS 3.35 Kwh 98% 5.99 TCO2eq/FTE Energy consumption per occupant in France (6) Share of supply of renewable electricity in France Carbon footprint Scope: France (6) DIRECT IMPACT TO ENVIRONMENT 450 3.9% €3.4bn Number of transactions analyzed by the ESR Risk team Share of assets most exposed to climate risk transition (4) Amount of exposure to fossil fuels (5) RISK 17.3 hours 31% 90.1% Training hours per employee (6) Percentage of women among Company leaders (7) Share of employees working remotely (8) SOCIAL More than 1,500 Number of employees involved in solidarity initiatives SOCIETAL vs. 24% in 2021 vs. 33% in 2021 vs. 44% in 2021 vs. 365 in 2021 vs. 2.43 Kwh in 2021 vs. 20.1 hours in 2021 vs. 2,300 in 2021 vs. 87.1% in 2021 vs. 6.84 TCO2eq/FTE in 2021 vs. €4.7bn in 2021 vs. 6.4% in 2021 vs. 93% in 2021 vs. 89% in 2021 (1) Percentage of assets under management 8 and 9 of affiliates (under EU SFDR Regulation) of Natixis Investment Managers (NIM). This Natixis indicator is published in Groupe BPCE’s NFPS, which is reviewed by an independent third party (ITP) to provide a conclusion of moderate assurance. (2) Environmental impact of the bank balance sheet rated by the Green Weighting Factor methodology excluding the financial sector, sovereigns and Global Markets (Natixis CIB scope). This Natixis indicator is published in Groupe BPCE’s NFPS, which is reviewed by an independent third party (ITP) to provide a conclusion of moderate assurance. (3) Share of renewable energies in the financing of electricity projects in the portfolio. This Natixis indicator is published in Groupe BPCE’s NFPS, which is reviewed by an independent third party (ITP) to provide a conclusion of moderate assurance. (4) Percentage of outstandings rated “Dark Brown” under the Green Weighting Factor methodology (excluding the financial sector, Global Markets and sovereign). (5) Amount of exposure to oil and gas from production and exploration activities. (6) Employees on permanent and fixed-term contracts in the managed scope in France. This Natixis indicator was reviewed by a Statutory Auditor, providing a conclusion of moderate assurance. (7) Percentage of women in the “Ambassador Leaders” circle. This Natixis indicator was reviewed by a Statutory Auditor, providing a conclusion of moderate assurance. (8) Percentage of employees on permanent contracts with a remote working agreement at the end of 2022. Scope managed in France. This Natixis indicator was reviewed by a Statutory Auditor, providing a conclusion of moderate assurance.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 434 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 ESR governance 7.1.2 Natixis ESR strategies and achievements are overseen at Board level by a dedicated ESR Committee, and validated at the executive level by an ESR Sponsors Committee that brings together senior executives from Natixis’ business lines and functions around the Senior Management Committee. To feed its thinking and steer the implementation of its strategy, ESR now relies on two steering Committees: one dedicated to internal ESR impacts and employee engagement, the other to sustainable business development and the management of ESR risks in our business lines. At Natixis, ESR is managed by a dedicated department reporting directly to the General Counsel in charge of compliance, legal, sustainability, governance & regulatory affairs, a member of the Senior Management Committee. It is made up of 9 permanent employees who work with the support of a network of ESR correspondents in all business lines and functions, in France and in the various international platforms. With regard to the development of sustainable finance, the experts of the Green & Sustainable Hub (GSH) are also supported by a network of "Green Captains" within Corporate & Investment Banking. In addition, to mobilize more broadly, in recent years Natixis has been increasing its training and awareness-raising sessions on sustainable development issues, for example with events on sustainable development weeks, or the deployment of a training portal dedicated to ESR. This year, it was enriched with training sessions targeting sustainable finance for all Natixis CIB employees and a dedicated module for identified employees in the Natixis CIB and Natixis IM business lines wishing to improve their skills on sustainability topics. In 2022, a group of volunteer employees wishing to take part in Natixis’ ESR action plan was launched, the “ESR Runners”. Lastly, the ESR team works in close coordination with Groupe BPCE Sustainable Development Department, both in defining and monitoring strategic guidelines and in reporting consolidated ESR data at Group level. In 2022, the Sustainable Finance Center was created. Composed of experts in sustainable finance, and reporting to the Group’s CSR Team, its missions are to propose initiatives to the Group’s companies in terms of sustainable finance, to manage their implementation in the various business lines and to define the associated measurement tools, standards and policies. ESR commitments 7.1.3 Natixis’ ESR strategy is based on a set of international agreements and consultations within the banking industry, including: the United Nations Global Compact; V the United Nations Principles for Responsible Investment V (UN-PRI); the Principles for a Responsible Banking Sector (PRB); V the Equator Principles; V the OECD Guidelines for Multinational Enterprises; V the Green Bond Principles and the Social Bond Principles (ICMA); V the Climate Bonds Initiative; V the Carbon Disclosure Project (CDP); V the Diversity Charter; V the Responsible Purchasing Policy; V the Act4nature international policy. V Lastly, since 2021, Groupe BPCE has been a signatory of the GFANZ (Glasgow Financial Alliance for Net Zero) and Mirova is a member of the Net Zero Asset Managers Initiative. 2022 KEY EVENT Groupe BPCE sets its targets for reducing carbon emissions in energy sector financing by 2030 As part of its membership of the Net Zero Banking Alliance and in accordance with its ambition to align the trajectory of its portfolios with the objective of carbon neutrality by 2050, at the end of December 2022, Groupe BPCE published its intermediate targets for the energy sectors by 2030. The carbon intensity of the activities financed by Groupe BPCE in the electricity production sector will be below 138 gCO 2 e/kWh (target of the Net Zero Emissions scenario by 2050 according to the International Energy Agency) by 2030. In addition, Groupe BPCE will reduce by 30 % between 2020 and 2030, the carbon emissions from the end-use of the Oil and Gas (O&G) production activities it finances.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 435 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Contribution to the Sustainable Development Goals (SDGs) 7.1.4 Adopted in 2015 by the UN’s 193 Member States at the sustainable development Summit in New York, the SDGs have become the benchmark for measuring progress by governments and private companies, including banks. In this respect, Natixis has identified 13 SDGs to which its current contribution is set to expand in the years to come, through financing and investments or in its own daily operations. The following table provides some examples. Training programs to support the employability of employees Mentoring and coaching of young people with various associations, transfer of skills as part of the Congé Solidaire ® with the Planète Urgence association Employee health monitoring and medical coverage Numerous initiatives to promote quality of life at work Participation of Ostrum and Mirova in the “30% Club Investor Group” to promote gender equality in SBF120 governing bodies Programs to ensure gender equality within the company Support of the association UN Women to develop the economic independence of women Preservation of water resources with the “Sustainable ambition” product combining green bond with “Water & Ocean” index and the “Water” strategy of Thematics in asset management. Partnership with the NGO “Actions contre la faim” for the construction of wells in rural communities in Liberia Major player in financing renewable energies in France and worldwide Issue of a social bond for CADES Relaunch label for the Dynamic Employment Integration funds managed by Mirova Supply of “green” electricity and local production of renewable energy in our buildings Partnership with the NGO “Electriciens Sans Frontières”, for the installation of solar panels in health centers Over 13,000 employees, more than 50% of whom work internationally, the majority employed locally Use of STPA companies and integration companies for certain services Partner of the EDHECinfra Research Chair Exclusion of financing and investments in the tobacco industry Structuring of a Sanofi product to offer better access to drugs in low-income countries Leader in solidarity asset management in favor of job creation and access to accommodation for people in need Specific wage measures for the lowest salaries Engaging with associations to support the most disadvantaged people IN OUR BUSINESS LINES IN OUR OPERATIONS AND OUR SOLIDARITY PROGRAMS
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 436 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Real estate master plan and energy sobriety plan to reduce the energy consumption of buildings Mobility plan and travel policy to reduce the impact of transport Waste reduction, reuse of IT equipment and furniture Collection of games, toys, books with the Rejoué association Integration of social and environmental criteria in our purchases “Althelia Sustainable Ocean Fund”, dedicated to protecting oceans (1) Beach or river clean-up operations by employees Partnership with the 7 th Continent Expedition association, which fights against plastic pollution in the oceans “Land Degradation Neutrality Fund” (2) , dedicated to neutrality in terms of land degradation Financing integrating criteria linked to natural capital Development of green spaces in buildings Support from the Terre de Liens association to help farmers settle down and develop sustainable agriculture UNEP Finance Impact – Principles for Responsible Banking and Act4nature international, Taskforce on Nature related Financial risk and Disclosure Partnership with Paris Climate Action Biodiversity and member of Les Deux Rives circular district. Internal Green Weighting Factor mechanism Exclusion of financing in the coal, oil, shale gas and oil deriving from oil sands Support for the circular economy in real estate and construction by AEW Strategy on the theme of the subscription economy developed by Thematics AM Financing of sustainable infrastructure (clean transport, green buildings) Management of the “Smart Cities” fund by DNCA Environmental certifications of Natixis buildings in France and internationally Infrastructure developed in our buildings for active transport (bicycle parking) and electric vehicles (recharging stations) IN OUR BUSINESS LINES IN OUR OPERATIONS AND OUR SOLIDARITY PROGRAMS (1) https://www.mirova.com/en/funds/unlisted/3766/althelia-sustainable-ocean-fund (2) https://www.unccd.int/land-and-life/land-degradation-neutrality/impact-investment-fund-land-degradation-neutrality
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 437 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2022 KEY EVENT Natixis drafted the report “PDBs’ catalytic role in achieving the UN SDGs” with the International Development Finance Club As part of the COP27 in Sharm El-Sheik, the International Development Finance Club (IDFC) published the report “PDBs’ catalytic role in achieving the UN SDGs”*. Natixis CIB was mandated by the IDFC in October 2021 to develop a “SDG alignment framework” for Public Development Banks. This report, written by Natixis’ Green & Sustainable Hub, proposes a set of principles and provides guidance on the integration of the SDGs into the internal functioning and management of IDFC members, and more broadly into their activities. * https://www.idfc.org/wp-content/uploads/2022/12/cib-etude-green-hub-web-1dec-144dpi-compressed.pdf Dialog with stakeholders 7.1.5 In the course of its business, Natixis has dealings with various stakeholders, including but not limited to: Employees Clients Suppliers and subcontractors Humanitarian organizations and NGOs Academic and research sector Institutional players, regulators Environmental and human rights defense associations Partners associations Financial regulatory authorities Business and finance universities and schools Employees of Natixis S.A. and its subsidiaries Employee representation and trade unions Businesses Service providers Companies in the protected sectors Corporates Institutions Retail Banque Populaire and Caisse d'Epargne networks Consultations and calls for tenders Responsible Supplier Relationship Charter ESR clauses in contracts Transmission of information and documents Contributions to working groups Participation in the EBA climatic stress test Completion of questionnaires Invitations to tender Product development and management Contracts Regular dialog on sectoral issues Employee participation via salary or time donation Supporting chairs Relationships with Schools & Universities Receiving interns, including co-op students In-house information – ESR training Specific Committees (e.g. Committee for Hygiene, Safety and working conditions) Regular surveys
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Strategic outlines and organization of the ESR policy 438 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2022 KEY EVENT Natixis CIB maintains an active dialog with the ICMA SLB International Capital Market Association - Sustainability Linked Bond (1) working group In 2022, Natixis CIB co-chaired the ICMA SLB working group, composed of 150 members (investors, issuers and subscribers). The purpose of this working group is to propose guidance on how to identify, select and use “Key Performance Indicators” to structure “Sustainability-Linked Bonds”. The purpose was to provide additional recommendations to market participants, arrangers, issuers and investors, in their design and assessment of SLBs with a sectoral entry point, in order to improve clarity and integrity. As co-chair of this working group, Natixis CIB wishes to actively contribute to the establishment of robust market standards and thus increase market integrity. Natixis CIB will remain involved in the working group in 2023, to pursue this objective and bring new orientations to the SLB market. RECOGNIZED EXPERTISE IN SUSTAINABLE FINANCE The expertise of Natixis CIB’s teams has long been recognized, with new awards for the “Green and Sustainable Hub” in 2022. For example, Natixis CIB was awarded the Investment Bank of the Year Award for “sustainability” and Investment Bank of the Year for sustainable bonds by The Banker (full list on the website https://gsh.cib.natixis.com/). In addition, the “Green Weighting Factor” internal management tool was also recognized several times, by being referenced in key reports in 2022 such as: The Perrier report (2) , commissioned by the French Ministry of V Finance, which cites the “Green Weighting Factor”. The report lists several market initiatives on transition and the climate and two of its recommendations make explicit reference to the GWF. The Green Weighting Factor, which is identified as a relevant tool V for measuring the consistency of climate investments in the latest IPCC report (3) . International Capital Market Association – Sustainability-Linked Bond. (1) Page 95 https://www.vie-public.fr/rapport/284351-rapport-perrier-place-financiere-de-paris-pour-la-transition-climatique (2) Page 2 and 524 section climate finance https://report.ipcc.ch/ar6wg3/pdf/IPCC_AR6_WGIII_FinalDraft_FullReport.pdf (3)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 439 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Business line contributions to green 7.2 and sustainable growth Natixis’ business lines develop innovative financial products and services that serve the environmental and social objectives of its clients and, consequently, its own ESR ambitions. These business lines rely on recognized teams at both Natixis CIB and Natixis IM. Within Natixis CIB, the Green & Sustainable Hub (the Green Hub) works with each business line, providing expertise to clients and developing sustainable cross-asset financing and investment solutions to help them achieve their objectives and support them in their transitions. The Green Hub brings together a variety of experts located in France and abroad and is active in market associations contributing to the development of market standards such as the ICMA and the LMA (Loan Market Association). It also participates in regulatory bodies such as ESMA and EFRAG. The multi-affiliate structure of Natixis IM also makes it possible to serve these transition objectives, the majority of which are signatories of the Responsible Investment Principles (PRI) and have integrated consideration of ESG criteria in their investment analysis and their decision-making processes. Some of its affiliates offer social or sustainable impact investment funds targeting themes focused on specific ESG issues, such as water management, job creation, smart cities or climate change (see below). In line with this priority, Natixis has set itself the following objectives in its 2021-2024 strategic plan: multiplication of the Green Revenues of Natixis CIB by 1.7 by 2024; V positioning of ESG at the heart of our Asset Management activities, V with the aim of managing half of our AUM in Art. 8, 9 and equivalent (1) . In addition, in 2022 Groupe BPCE set a target for reducing carbon emissions related to the financing of oil and gas production/extraction activities by 2030 (2) . 2022 2021 2020 Asset Management (3) Share of assets under management classified in Articles 8 and 9 (1) 36.7% 33.4% nc Amounts invested in sustainable bonds (4) €30.5bn €24.3bn €18.5bn Amounts invested in natural capital strategies (5) €534m €458m €467m Corporate & Investment Banking Green Weighting Factor (portfolio environmental impact) (6) Green : 27% Neutral : 33% Brown: 40% Green: 24% Neutral: 33% Brown: 43% (pro-forma) Green: 22% Neutral: 35% Brown: 43% (pro-forma) Sustainable loans (part subscribed by natixis) (7) €12.8bn €6.24bn €3.40bn Sustainable bond issues (natixis arranged portion) €12.1bn €18.57bn €11.95bn Financing of the renewable electricity sector Renewable energy production financed (in %) 80% 89% 87% Installed capacity of projects financed during the year 6.8 GW 6.8 GW 6.5 GW Percentage of assets under management 8 and 9 of Natixis Investment Managers (NIM) affiliates. This Natixis indicator was reviewed by an independent third party (ITO) (1) in Groupe BPCE’s NFPS, providing a conclusion of moderate assurance. https://newsroom.groupebpce.fr/ (2) % of total assets under management (2022: €1,078 billion/2021: €1,245 billion). (3) Including the long-term bonds of Ostrum AM, Mirova and DNCA. (4) Mirova Natural Capital Strategies. (5) % of total CIB gross exposures excluding financial sector, Global Markets and sovereigns at pro forma 2020 including changes in scope and methodology hedging carried out (6) in 2021 (see Section 7.2.2 of this document). This Natixis indicator was reviewed by an ITP in Groupe BPCE’s NFPS, providing a conclusion of moderate assurance. Annual production excluding securitization. (7)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 440 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Sustainable growth: financing the transformation in society 7.2.1 Socially responsible investment 7.2.1.1 The affiliates of Natixis IM offer a range of solutions built on the conviction that ESG criteria can play an important role in identifying potential risks, seizing opportunities and generating returns for investors. Three levels of ESG criteria are available in the investment strategies applied by fund managers: responsible investment: systematic and binding integration of V ESG criteria in the investment process (research, selection, portfolio construction, etc.) with the aim of ESG performance and improvement of the risk/return profile, while being accompanied by an active shareholding policy. These assets under management include assets qualified in Article 8 (1) ; sustainable investment: systematic and restrictive integration of V ESG criteria in the investment process (research, selection, portfolio construction, etc.) while being accompanied by an active shareholding policy. This integration takes place through sustainable investments in economic activities that contribute to an environmental and/or social objective and in companies that follow good governance practices with ESG criteria. These assets under management include assets qualified in Article 8 and Article 9; impact investing: an investment strategy that enables the V achievement of environmental and societal challenges, in line with international reference frameworks such as those defined by the United Nations SDGs. This strategy is based on the pillars of intentionality, additionality and impact measurability as defined by reference standards such as the IFC (Operating Principles for Impact Management), the GIIN (Global Impact Investing Network), Finance for Tomorrow, etc. These assets under management include assets qualified in Article 9 (1) . Two other classifications, which can be found in the aforementioned categories, allow to further detail these strategies: thematic investment: investment strategy focused exclusively on V specific thematic sectors or industries. These thematic strategies may include responsible, sustainable or impact investment approaches as defined above, as long as they aim at a targeted theme (i.e. biodiversity, climate transition, social inequality, etc.); certification: funds certified by recognized third parties (the French V SRI label, Greenfin, Finansol, Febelfin, LuxFlag ESG, Nordic Swan EcoLabel, FNG Siegel). The European SFDR (Sustainable Finance Disclosure Regulation) has been in force since 2021. This regulation on “the publication of information on sustainability in the Financial Services sector” aims to ensure greater transparency and requirements around financial products presented as sustainable by investment companies. It proposes a new classification of investment products that claim to be virtuous from an environmental and socially responsible point of view. The regulation defines three types of products (2) : so-called “Article 9” investments, which have a sustainable V investment objective; so-called “Article 8” investments, which declare the consideration V of social and/or environmental criteria; so-called “Article 6” investments that do not have a sustainable V investment objective and do not claim to take ESG criteria into account. These are all other investments that are neither “Article 8” nor “Article 9”. Natixis IM supports the transparency objective of this regulation and has put in place a governance system to ensure the integration of best practices by affiliates and alignment and compliance with the regulation for the products they offer within the European Union. In 2022, Natixis IM, which groups the expertise of around twenty affiliate Asset Management companies around the world and ranks among the world’s biggest asset managers (nearly €1,078 billion in assets under management as at December 31, 2022), pursued its pledge to take ESG issues into consideration in the investment models developed by its affiliates. The integration of ESG criteria is thus progressing throughout the management of Natixis IM’s affiliates. As a result, Natixis IM funds qualified under Article 8 (1) totaled nearly €367 billion, and those qualified under Article 9 (1) nearly €30 billion at December 31, 2022. In addition, all of Natixis Wealth Management’s expertise (financial management, real estate, Private Equity) includes ESG strategies according to the SFDR classification, Article 8 or 9 (1) . These represent more than 75% of the product and service offerings recommended by Natixis Wealth Management. In comparison, only 55% of distributable products and services in France reach this level of classification. In 2022, Natixis Wealth Management (NWM) promoted the “Mirova Environment Acceleration Capital” fund to its private clients. MEAC is an impact Private Equity fund. This fund is classified as Article 9 (1) under the SFDR regulations. MEAC invests in growth-phase companies with innovative solutions and technologies, mainly located in Europe (up to 20% outside Europe). Traditionally reserved for institutional clients, in exchange for a minimum subscription of €100,000 and capital investment over 10 to 12 years, NWM clients were able to access this opportunity. Exclusion policies Some of Natixis' affiliates apply exclusion policies for sectors and issuers that do not respect certain human rights and fundamental principles of corporate responsibility. Dorval, DNCA, Ostrum AM, Mirova, Seeyond, Thematics AM and Ossiam are implementing these commitments in their investments, in full compliance with their fiduciary duties towards their clients. The following are excluded: controversial weapons; V tobacco; V companies deemed the worst offenders (which do not observe the V principles of the United Nations Global Compact or the OECD Guidelines for Multinational Enterprises); blacklisted countries (those on the FATF list or under embargo). V Within the meaning of EU Regulation 2019/2088 on information relating to sustainable development in the financial services sector, known as SFDR (1) Definition taken from the French Financial Markets Authority (Autorité des marchés financiers - AMF) website (2)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 441 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Voting and engagement policies A company’s performance may be improved by the investments it makes in its employees, clients, communities and the environment. Thus, Natixis IM considers that the consideration of ESG factors and the impact of a company’s activities on society, climate change and ecological ecosystems in the analysis process leads to better informed investment decisions and higher financial returns. This goes beyond simply excluding companies with unsustainable or unethical practices, and selecting impactful projects and companies driving change. A sustainable and responsible investment strategy also includes engagement and voting policies aligned with these objectives. In this respect, the consideration of climate risks is explicitly mentioned in the voting policies of many affiliates such as Mirova, Ostrum, DNCA and Ossiam. Dorval and AEW Europe also closely monitor the greenhouse gas emissions of portfolio companies. Our affiliates also take other environmental themes into account, such as biodiversity (Mirova, Ostrum, Thematics, DNCA), energy consumption (AEW), waste management (Thematics, DNCA) and water management (DNCA). With regard to social issues, several affiliates seek to promote diversity (Mirova, Ossiam, AEW, MV Credit, Seventure, Flexstone Partners, Vauban IP). In the United States, where diversity is also a major issue, the LoomisSayles voting policy promotes the publication of data on diversity for the companies involved. Other social aspects such as fair compensation and in particular the gender gap (Mirova, DNCA, Ostrum) are also highlighted. The social climate within companies, health and safety, the human factor and working conditions in the supply chain, the impact on local communities, but also the protection of consumer rights (cybersecurity management and personal data) are also important factors taken into account by affiliates in their voting policies. Thus, the use of engagement and voting are part of sustainable and responsible management practices in order to encourage portfolio companies to help resolve some of the environmental and social issues, to position themselves to benefit from the macro-economic transitions that may arise and to mitigate the ESG risks to which the Company is exposed. Unlike exclusion, engagement and voting therefore enable NIM’s affiliates to contribute to the progress of the companies in the portfolio on environmental and social issues. Our role as active investors is to hold companies and management teams accountable for their actions and their impact on their ecosystem and to work actively with companies to strengthen strategies and investments taking into account climate issues, environmental and societal issues in order to boost the Company’s performance. Thus, our relationships with our clients, with portfolio companies and our active participation in coalitions and international initiatives enable our Group, both at the level of Natixis IM and our affiliates, to promote our convictions and our vision. in terms of sustainable investment and on the international stage. Distribution of assets under management of Natixis IM and its affiliates in 2022 The allocation of the assets of our funds is established according to the methodologies in force to date and in accordance with the management processes. These methodologies are subject to change. List of NIM affiliates (2) Total outstandings (in billions of euros) Funds classified under the Sustainable Finance Disclosure Regulation (SFDR) 31/12/2022 Labeled funds (1) Article 6 (3) Article 8 (4) Article 9 (5) Amount of assets under management in Art. 8 and 9 (in billions of euros) % of assets under management in Art. 8 and 9/total outstandings Amount of assets under management (in billions of euros) % of assets under management Harris Associates 3.9 Loomis Sayles 264.3 9.8 6.9 6.9 2.6% 0.4 0.2% AEW 29.6 Vaughan 12.8 1.0 Gateway 8.1 Alpha Simplex 7.7 NIM Solutions US 33.8 WCM 67.6 1.6 1.6 2.3% Ostrum AM 373.6 85.8 285.4 285.4 76.4% 68.4 18.3% Seeyond 7.3 3.2 4.1 4.1 56.7% 2.7 37.1% Mirova 27.2 0.7 23.6 24.3 89.3% 16.0 59.0% Dorval 1.3 0.2 1.1 1.1 84.7% 1.1 84.7% Ossiam 7.8 4.8 2.9 2.9 37.9% 1.1 14.3% DNCA Finance 27.9 3.0 23.7 1.1 24.8 89.1% 16.8 60.2% Vega IM 11.6 3.2 7.7 7.7 65.9% 3.8 32.2% AEW Europe 37.9 20.3 15.5 0.0 15.5 40.7% 1.6 4.1% Thematics 2.7 1.8 0.9 2.7 99.1% 2.0 73.0% IML 2.9 Natixis IM Singapore Limited 0.3 0.1 0.2 0.2 65.3% Seventure Partners 0.9 0.9 0.0 0.0 0.0 1.8% Naxicap Partners 6.8 6.4 0.4 0.4 5.7% Flexstone Partners 5.4 1.6 0.3 0.3 6.4%
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 442 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 List of NIM affiliates (2) Total outstandings (in billions of euros) Funds classified under the Sustainable Finance Disclosure Regulation (SFDR) 31/12/2022 Labeled funds (1) Article 6 (3) Article 8 (4) Article 9 (5) Amount of assets under management in Art. 8 and 9 (in billions of euros) % of assets under management in Art. 8 and 9/total outstandings Amount of assets under management (in billions of euros) % of assets under management Vauban 7.4 7.4 7.4 100.0% MV Credit 4.4 4.4 Solutions International 40.6 30.0 7.2 3.3 10.5 25.9% 5.6 13.7% TOTAL 1,078.8 178.8 366.9 29.3 396.3 36.7% 119.4 11.1% Examples of labels in Europe: SRI Label (France), FNG-Siegel (Switzerland, Austria and Germany), Green Fin, LuxFLAG (Luxembourg), Febelfun QS. (1) For all affiliates, the assets reported in the SFDR classification are only the assets distributed in the European Union. (2) Concerns financial products that do not promote environmental and/or social characteristics and that do not have a sustainable investment objective and that do not meet the definition (3) of Articles 8 and 9. Concerns products that promote, among other characteristics, environmental and/or social characteristics or a combination of these characteristics, provided that the companies in (4) which the investments are made apply good governance practices, i.e. the integration of ESG criteria in investment decisions. Concerns financial products that pursue a sustainable investment objective assessed through indicators. (5) Solidarity investment 7.2.1.2 Natixis offers a range of SRI and solidarity-based employee savings schemes via Natixis Interépargne, a pioneer in responsible, solidarity-based employee savings. Natixis Interépargne was the first company to offer its clients responsible and solidarity employee share ownership plans (FCPE). Natixis Interepargne has embedded sustainability in employee & retirement saving schemes in France with more than €3.5 billion AUM that positions it as a leading player in this category (1) in assets. Assets under custody account for 26.9% of this market in France, valued at €13.1 billion by the Association Française de la Gestion Financière (AFG). In addition, Natixis Interépargne offers more than 3.2 million savers who trust it the opportunity to invest in SRI and Solidarity funds managed by Natixis Investment Managers International. Evolution of Natixis Interépargne solidarity and SRI company savings (2) SRI outstandings (SFDR 8 and 9) (€bn) Solidarity outstandings (€bn) 3.7 3.4 8.9 12.7 2021 2022 The amount of solidarity-based employee savings schemes outstandings has grown rapidly, more than doubling (3) from €6.2 billion to more than €13 billion between the end of 2016 and June 2022. At Natixis Interépargne, the Impact SRI "Rendement Solidaire" fund has accumulated more than €1 billion in outstandings, a sign of the attractiveness of this type of fund. Employee savings schemes remain the leading contributor to solidarity-based finance with 57.5% (4) of solidarity-based loans contributed via this method of savings. Natixis Interépargne’s savings inflows and Mirova’s portfolio management expertise combine to provide financing for sustainable and solidarity-based projects. Projects such as these are developed by investing in companies that strictly observe ESG criteria, or by allocating resources to entities in the social and solidarity-based economy. Mirova’s "Insertion Emplois Dynamique" fund, which was launched in 1994, was one of the first solidarity-based “90/10” funds dedicated to job creation in France. The solidarity allocation (10% of assets) finances structures with a positive social impact across the country in conjunction with France Active, while the equity allocation (90% of assets) has invested since 2014 in listed companies planning to create jobs in France over three years, based on analysis performed by Mirova. This fund was awarded the “Relance” label launched in October 2020 by the French Treasury: this label aims to direct French savings towards investment vehicles that support the economic recovery plan unveiled by the French Government following the COVID-19 crisis. In 2022, the fund had close to €1 billion in assets under management. The "Impact Actions Emploi Solidaire FCPE" marketed by Natixis Interépargne, feeder of the IED fund, actively contributes to the collection of the IED fund with outstandings of more than €150 million at the end of 2022. Mirova manages €5.4 billion in solidarity-based assets and remains the leading savings manager in solidarity investment. AFG figures at 30/06/2022. (1) Any fund that mentions a management policy under the label in question in its legal documentation is considered to be “labeled”. (2) Source: AFG figures. (3) Source: Barometer of solidarity-based finance FAIR – La Croix - 2022-2023 edition. (4)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 443 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Social impact financing 7.2.1.3 So-called sustainable bonds raise funds that may only be used to finance or refinance a series of green or social projects (only social projects for so-called social bonds). The projects financed by social bonds and sustainable bonds include vital infrastructures such as access to clean water, access to basic services like education and healthcare and maintaining or developing employment. The volume of social bonds issued in 2022 represents an amount of US$152 billion (1) . The market is slowing down and remains modest in size compared to the sustainable bond market, representing only around 11%. This decrease in the social bonds compartment (around -40%) is mainly due to the decrease in funding requirements post-Covid-19. In 2022, Natixis took part in the arrangement for the issue of 10 “social bonds” transactions with a total size of US$18.8 billion. The portion arranged by Natixis CIB amounted to US$3.5 billion, thanks to the joint work of the DCM (Debt Capital Market) and the “Green Hub” origination teams in 2022. 2022 KEY EVENT Sustainability-linked bond Sanofi In 2022, Sanofi, the leading French biopharmaceutical company, issued a bond indexed to a sustainable development indicator (Sustainability-linked bond). Natixis acted as Joint Global Coordinator and Joint Sustainability Structurer for this transaction. The Sustainability-linked bond is based on a social KPI: the supply by Sanofi Global Health (SGH) of essential drugs to fight against non-communicable diseases in low-income countries. The goal is to provide treatment to 1.5 million patients by the end of 2026 from 2022. On April 26, 2022, the Caisse d’Amortissement de la Dette Sociale (CADES), the State agency responsible for the financing and amortization of the French social debt, issued an historic €5 billion in 10-year social bonds. Natixis participated in the transaction as Sustainability Advisor and Joint Bookrunner. The proceeds of the sale will be used to finance or refinance social expenses eligible for the Social Bond Framework. Thanks to this operation, CADES achieved 40% of its financing target of €40 billion for 2022. In the Asset Management business line, dedicated funds also aim to have a positive social impact. Thus, the Mirova "Insertion Emploi Dynamique" fund invests both in listed equities and in the solidarity economy. It aims to support job creation in France across its entire investment spectrum: the equity segment (90%) invests in listed companies with dynamic job creation in France. The solidarity pocket (10% maximum), in collaboration with France Active, finances social utility structures in France. The Ostrum Global Sustainable Transition Bonds fund has several objectives, including preserving local economies, reducing the carbon footprint, promoting social impact and preserving ecosystems. The fund’s investment process applies a proprietary methodology that analyzes and rates securities, in terms of both the projects financed and the issuers. This rating is enhanced by a new indicator called the “Fair Transition Index”, which pays particular attention to the best practices of issuers in social matters, as well as in terms of regional development. 2022 KEY EVENT Natixis supports the Institut Pasteur and the ecological transition with “Opportunité Juin 2022” In June 2022, Natixis Wealth Management successfully marketed an investment product structured by Natixis CIB to finance or refinance renewable energy projects, including a donation to the Institut Pasteur to support its "Explore program". The “June 2022 Opportunity” investment product is a green debt security to support the ecological transition. The amounts invested will be used to finance or refinance projects for photovoltaic parks or hydraulic power plants, wind turbines and biomass recovery, meeting strict eligibility and traceability criteria and in accordance with the methodology validated by VigeoEiris. It also includes a charitable dimension, since Natixis CIB made a donation of 0.20% of the total shares invested to the Institut Pasteur – exempt from tax benefits. Source: Bloomberg, Dealogic, Bond Radar (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 444 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financing the energy transition and combating climate 7.2.2 change Green Weighting Factor: an innovative solution to measure and steer the 7.2.2.1 temperature of the financing portfolio Alignment of Corporate & Investment Banking’s financing portfolios on a carbon neutral trajectory Natixis CIB continues to roll out the Green Weighting Factor (GWF), its proprietary model for measuring and managing its climate impact. It has strengthened the methods used to color its portfolio and its credit decisions and extended its scope of coverage, namely 91% of financing activities. The Green Weighting Factor will feed into the measurement of decarbonization targets and sectoral objectives defined by Groupe BPCE as part of the NZBA. The operational management framework for Natixis CIB’s climate trajectory will now be based on two complementary and interdependent indicators: the Green Weighting Factor, an internal steering tool to guide operational financing decisions and, externally, the monitoring of public sector decarbonization trajectories at Groupe BPCE level as part of its NZBA commitment. After the acquisition of the minority interests of Natixis by BPCE in 2021, it is naturally at Groupe BPCE level that the external decarbonization targets are defined and communicated according to the framework proposed by the NZBA, in order to adapt to market practices and contribute to the collective effort of harmonization and comparability of climate-related efforts within the banking sector. GWF in a few words Since 2018, Natixis CIB has chosen to make the management of its climate trajectory an operational issue. Natixis CIB was the first bank in the world to actively measure and manage the climate impact of its financing portfolios. Thus, it has developed the Green Weighting Factor tool. The GWF makes it possible, on a rating scale composed of seven colors ranging from dark brown to dark green, to determine the climate performance while taking into account the risk of the most material non-climate environmental externalities (water, waste, biodiversity, pollution) of all its financing outside the financial sector (1) . high-impact sectors, as well as the decarbonizing power of companies’ products and activities (reduced and/or avoided emissions for their clients). Thus, the calculations and projections carried out as part of Groupe BPCE’s NZBA commitment will be based on the data used in producing the GWF. The GWF Color Rating of each transaction is the result of a life cycle approach: the assessment, therefore, covers Scope 1 to Scope 3 (upstream and downstream) greenhouse gas emissions for all This assessment is carried out on a granular basis for each of the financing exposures on the balance sheet for all banking products (loans, guarantees, sureties, documentary credits) regardless of their maturity, in all geographies and all business sectors with the exception of the financial sector and administrations. At the end of 2022, the coverage ratio of the GWF scope (€124 billion in balance sheet exposures) was 91% (vs. 77% in 2020). The choice to use a seven-color scale is due to Natixis CIB’s desire to assess the granularity and progressiveness of transition dynamics for all players. The nuances and differentiation of treatment made possible by these seven levels help Natixis CIB in its main vocation in terms of climate change: to support its clients and the economies in which it operates in the various stages of their transition, taking into account the various starting points, paces and momentum. The assessment methodology distinguishes between: non-dedicated financing (when the purpose of the transaction is V not specific) for which a dynamic analysis is carried out of each client according to its emissions (induced, reduced and avoided), decarbonization strategy, future trajectory and exposure to negative environmental non-climate externalities. These assessments are carried out by Carbone 4 Finance on the basis of public and non-public data; dedicated financing (projects, assets, products or commodities). V The rating is determined by a decision tree specific to each sector/technology, developed in collaboration with the external firms, Icare by BearingPoint and Quantis. The valuation methodologies of our portfolio are constantly evolving, and have not yet stabilized. Thus, they are based on changes and improvements made to the scope of coverage, adaptation to changes in science or market standards, and an increase in the quality of available data. The exclusion of the financial sector from the outset is due to the lack of granular public information allowing a robust detailed analysis of the climate performance on all (1) relevant scopes of the sector’s players. Major changes in ESG disclosure regulations may change this position in the coming years.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 445 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2020 PRO FORMA Deeply rooted in an approach of rigor and innovation, Natixis CIB has gradually supplemented the GWF tool by taking into account changes in market standards. Over the last two years, the implementation of this active steering has resulted in: an adjustment to the metric: transition from risk-weighted assets (RWA) modeling and steering to V exposure-based steering; scope adjustments: extension of the scope of financing covered by the GWF (Acquisition, Export, SECM, etc.), V extension of the client coverage rate, exclusion of the scope of market activities; methodological adjustments: continuous improvement process to identify the purpose of financing and adapt V to initial feedback based on the availability and quality of the data in particular. All of these changes and a more detailed analysis of our portfolio resulted in the calculation of a pro-forma of the 2020 starting point. Pro forma Color mix of the 2020 GWF color scope vs. announcements in 2021: 2020 * 2020 Pro Forma 41% 28% 31% 43% 35% 22% * As published in 2021 GWF scope coverage rate = 77% GWF scope coverage rate = 91% The GWF, a steering tool at the heart of Natixis CIB The GWF has gradually become the operational steering tool for the decarbonization of the Corporate & Investment Banking financing portfolio. As part of the implementation of global and decentralized steering governance, it is at the heart of the implementation of the various levers and tools of its transition plan: from fueling the strategic dialogue with our clients, to credit decision-making at the transactional level, strategic and commercial planning, capital allocation, active management of our portfolio, management of our risk appetite to frameworks for assessing the individual performance of the financing origination teams. Since its operational launch in 2019, the GWF has been at the origin of a cultural transformation within Natixis CIB, making the steering of the climate trajectory of our financing a challenge for all. GWF serving carbon neutrality In line with its commitment to align the trajectory of its portfolios with the objective of carbon neutrality by 2050, Groupe BPCE joined the Net Zero Banking Alliance (NZBA) initiative in 2021. This approach involves the setting of decarbonization targets for nine sectors framed by methodologies recommended by the NZBA in order to ensure a minimum of comparability between players. These sectoral targets are communicated in greenhouse gas (CO2e) emissions reduction targets, expressed in physical carbon intensity or absolute emissions over the emission scopes considered most relevant for each of the sectors concerned. The recommended carbon footprint indicators can also be compared to Net Zero market scenarios. The Green Weighting Factor, and in particular the climate performance component, has largely contributed to the definition of decarbonization targets for the electricity production and upstream oil and gas activities. The GWF contains the data needed to calculate or estimate the carbon footprint indicators recommended by the NZBA. In order to adapt to market standards and contribute to the collective effort of harmonization and comparability, Natixis CIB has decided to replace the communication of its initial objectives expressed in color and temperature mix for 2024 with NZBA sector targets by 2030. Thus, the operational steering framework for Natixis CIB’s climate trajectory will now be based on two complementary and interdependent frameworks: the Green Weighting Factor, an internal steering tool to guide operational financing decisions and, externally, the monitoring of public sector decarbonization trajectories under the NZBA. These two flagship frameworks are supplemented by operational monitoring of certain key transition drivers for Natixis CIB.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 446 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Change in Natixis CIB’s color mix 2020 Pro Forma * 2022 43% 35% 22% 40% 33% 27% * See dedicated box. The change in the color mix over 2020-2022 above shows the significant increase in the “green” portion of the portfolio to the detriment of the “brown” portion. This change in 2020/2022 was fueled, in particular, by the deployment of a proactive strategy for financing activities in the oil and gas sectors with: the almost complete phase-out of shale oil and gas in the United States, the gradual rebalancing of our hydrocarbon mix towards more gas and less oil, the gradual reduction of our exposure to national or major oil companies that are least committed to a transition process. On the green side, the period saw a significant increase in our outstandings on renewable energies and transition metals. 2022 was a peculiar year. The geopolitical context has disrupted the challenges of energy sovereignty, at the same time as the extreme volatility of the price of commodities has been reflected in the financing and/or hedging needs of our clients in order to ensure the continuity of their operations and security of supply in Europe, in an environment of controlled risks. Also, the maturity and finesse of analysis acquired during these first active steering exercises encourage us to take better account of economic and geopolitical realities, on which the pace of our transformation is highly dependent. The decarbonization trajectory of our balance sheet must, therefore, take into account exogenous factors of a geopolitical, macro-economic and technological nature. In this context, our priority transition lever lies in the targeted allocation of our capital, when setting up new financing (“new production”), to activities or assets undergoing transformation, or which are by nature low-carbon (see section “NZBA indicators”). Our objectives in respect of NZBA commitments, particularly in oil and gas, as well as the close monitoring of technological developments at scale and in particular the development of green hydrogen, are all factors favoring the continued pursuit of our objectives. The momentum initiated between 2020 and 2022 allows us to reaffirm our long-term ambition of Net Zero alignment by 2050, as evidenced, in particular, by the deployment of our interim NZBA commitments by 2030.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 447 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Financing and investment in renewable energy 7.2.2.2 Between 2022 and 2027, global renewable electricity production capacity is expected to increase by 2,400 gigawatts (GW), the equivalent of China’s electricity output today. Photovoltaic capacity is expected to triple over this period, making it the leading source of electricity production in the world. Wind capacity is expected to double. In Europe, by 2027, installed renewable capacity is expected to be twice that of the last five years. The United States, China and India are also accelerating. China should thus account for half of the new capacity installed in the coming years (source: Renewable Energy Market Outlook for 2022 and 2023, IAE, May 2022). In 2022, Natixis once again positioned itself as a leading player in renewable energy financing. Natixis ranks fourth in the world ranking of MLA banks in infrastructure financing in renewable energy (source IJGlobal). Natixis CIB financed twenty-five new projects in 2022 representing an installed capacity of 6,812 MW for a total amount arranged by Natixis of €2.2 billion: nine onshore wind farms with a total capacity of 3,890 MW; V fifteen PV and concentrated solar power projects with a capacity V of 2,922 MW; one green hydrogen project. V Renewable energy accounted for more than 80% of total new financing granted by CIB in the electricity production sector in 2022. Total installed capacity of renewable energy projects financed by Natixis per year (in MW) 4,855 7,152 6,510 7,832 2017 2018 2019 2020 2021 6,830 6,812 2022 Amount arranged by Natixis for renewable energy projects per year (in €m) 1,015 1,786 1,500 2,089 2017 2018 2019 2020 2,214 2021 2,200 2022 Portfolio exposure to renewable and non-renewable energies per year (in billions of euros) 2019 2020 2021 2.48 1.35 4.42 1.07 2.52 0.89 2022 4.12 1.20 Renewable energy: solar, wind, biomass, hydroelectric Non-renewable energy: coal, oil, gas, nuclear
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 448 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Regional breakdown of the renewable energy portfolio (% of outstandings) 9% France 45% Europe (excl. France) 16% Asia, Middle East, Australia 30% North & South America Sector breakdown of the renewable energy portfolio (% of outstandings) 1% Hydroelectric 1% Other items (biomass, geothermal, etc.) 54% Solar 21% Onshore wind 23% Offshore wind Natixis IM finances renewable energy via the investment funds proposed by its affiliates. In September 2022, Mirova announced that it had completed the fund raising for Mirova Energy Transition 5* (MET 5), its fifth equity investment fund in energy transition infrastructures, at €1.6 billion. With this fundraising, Mirova continues its growth and reaffirms its positioning as a major European player in renewable energy, storage and low-carbon mobility. At the end of 2022, assets under management for its renewable energy transition infrastructure funds represented nearly €2 billion. Mirova has invested in more than 330 projects for a total of more than 6.5 GW of installed production capacity across Europe and Asia. * MIROVA ENERGY TRANSITION 5 is a Société de Libre Partenariat (SLP) under French law, open to subscription by eligible investors as defined in its regulations. Mirova is the Asset Management company. This fund is not subject to approval by a supervisory authority. Capital loss risk, market risk, industrial and public counterparty risk, credit risk, liquidity risk, project risk, operational risk, compliance risk, legal and regulatory risk, financial risk, network risk electricity, valuation risk, transaction flow risk. https://www.mirova.com/fr/news/mirova-termine-levee-cinquieme- fonds-infrastructures-transition-energetique 2022 KEY EVENT Acquisition of SunFunder by Mirova In June 2022, Mirova announced the acquisition of SunFunder, a specialist in clean energy and climate investments in emerging markets, which finances renewable energy projects in Africa and Asia. SunFunder has completed investments of more than $165 million in 58 companies that deploy clean energy and has helped to improve access to solar energy for more than 10 million people, mainly in East and West Africa, before extending its expertise to other emerging markets, including South-East Asia. Financing and investment 7.2.2.3 in sustainable mobility and cities Natixis is a benchmark bank in the financing of sustainable infrastructure, such as real estate projects recognized for their environmental performance, or the development of low-carbon modes of transport. Sustainable Real estate In 2022, Natixis CIB’s teams confirmed their positioning on the financing of sustainable transactions, with a total of 14 operations completed. In real estate Asset Management, AEW CILOGER continued its efforts to certify its portfolio assets in 2022. Its buildings received BREEAM on construction, LEED existing building, HQE in use, BREEAM in use, BBCA (low-carbon building) or BEPOS (positive energy building) certification. In 2022, seven funds took part in the assessment of the Global Real Estate Sustainability Benchmark (GRESB), which covers both environmental (measures to reduce the environmental footprint) and social (stakeholder relations and social impact of activities) and governance (policies and procedures). Seven funds were awarded the Green Star level in 2022, showing an improvement in the rating compared to 2021, including one logistics fund that achieved the five-star level and was ranked first in its category in Europe. In addition, AEW obtained the SRI real estate label in 2022 for four new funds.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 449 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Sustainable mobility Mobility is crucial to human development. Moving goods and people allows access to goods and services, in particular housing, employment, healthcare, education and culture. However, this has an impact on climate change, air quality, the use of fossil fuels, biodiversity, and health. Transport growth projections expect the number of air passengers to double by 2040 and that there will be nearly 2 billion vehicles in circulation by 2050. Natixis is committed, through its financing and investment activities, to supporting sustainable, low carbon transport solutions. 2022 KEY EVENT Support for sustainable mobility in Australia Natixis CIB participated in the financing of Reliance Rail’s "Green and Sustainability-Linked Loan", an Australian railway project. This operation is one of the first on the Asia-Pacific market, to be certified both “green” (certified by the Climate Bond Initiative according to its low-carbon transport criteria) and also “sustainability-linked”. A distinguishing feature of Reliance Rail’s Green & Sustainability Linked Loan (GSLL) is that any margin savings must be used exclusively to finance sustainability improvements rather than to reduce net financing costs. In October 2022, SNCF S.A., the French public company leader in the mobility business, issued a Green Bond of €500 million with a five-year maturity, in which Natixis participated as Joint Bookrunner. The proceeds of the transaction will finance eligible green investments in accordance with SNCF’s Green Bond Framework. The framework was initially created to develop investments in French rail infrastructure and was extended in 2021 to rolling stock, making it the first green bond program covering both infrastructure and operations. Eligible green projects are self-financed projects supporting zero-emission transport as they support optimal use of rail transport. Green bonds and green loans 7.2.2.4 Green bond issuers undertake to use the funds raised to finance projects with a positive impact on the environment. Unlike traditional bonds which can finance all the issuer’s activities, a green bond finances traceable investments to improve environmental performance such as energy efficiency, renewable energy, sustainable transport or water management. In 2022, the green and sustainable finance market is still dynamic with a volume of issues of more than US$1.3 trillion in related debt instruments (loans, bonds and securitizations). However, this volume was down for the first time compared to the previous year (around 30%), in line with the market. As of the end of 2022, the green bonds market totaled US$522 billion (1) . NCIB arranged 54 green bond issues, for a total arranged amount of $53.8 billion, confirming a solid positioning in this market, and support for new markets and technical innovations. Thus, in Mexico, Natixis CIB acted as “Sole Sustainable Structuring Advisor” on the first sustainable bonds of the local Treasury. Issued with a syndicate of several banks and maturities of two and six years for a total of MXN 20 billion pesos (US$980 million). This is the fourth time that Mexico has entered the sustainable bond market and it is the first time that Natixis CIB has acted in a local currency issue in Latin America. This transaction is intended to encourage sustainable investment in Mexico and is part of the federal government’s strategy to achieve the United Nations Sustainable Development Goals. In addition to meeting these criteria, this new instrument also aims to improve the pricing process, liquidity, depth and sustainable local market development. 2022 KEY EVENT Financing of a non-intermittent renewable energy production project In 2022, Natixis CIB completed its first renewable financing in India, as part of the RTC (Round-the-Clock) Renew project. This project – the first of its kind – aims to bridge the gap in renewable energy production, by combining several sources of electricity, generated by solar and wind energy, distributed in three different states of India. With a total capacity of 1,300 MW, the project will produce 400 MW of electricity 24 hours a day. Development of innovations 7.2.2.5 for a low-carbon transition Structured solutions based on the indices developed since 2015 have been proposed with innovative forms – structured notes, Green Bonds and Equity-linked Bonds – to meet the need for investment in sectors contributing to the energy and ecological transition with a range of solutions for both retail and institutional investors in different geographical regions. 2022 KEY EVENT Implementation of a new tool, ESG and Climate Portfolio Clarity In 2022, Natixis IM International Solutions set up ESG and Climate Portfolio Clarity, a platform for analyzing portfolios in terms of exposure to both physical and transition climate risks. The Portfolio Clarity tool enables: carbon footprint management; V the comparison and analysis of climate scenarios V (transition risks and physical risks); analysis of exposure to the most impactful assets; V the identification of solutions for the energy V transition and alignment with the Green Taxonomy. Source: Bloomberg, Dealogic, Bond Radar (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 450 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition, Natixis IM International Solutions has deployed an advisory service to help clients align their strategic allocation and portfolios with a Net Zero trajectory according to the following four steps: an assessment of the portfolio’s exposure to climate risks using V the ESG + Climate Portfolio Clarity tool; the implementation of a consistent asset allocation with a net V zero objective; a selection of investment solutions to achieve return, risk and V climate objectives aligned with clients’ commitments and financial requirements; a reporting platform enabling clients to communicate on their V trajectory and commitments. Another innovation in 2022: Natixis CIB is supporting the sustainable development of the hydrogen sector through financial innovation and expertise to channel capital in the sector. To meet this ambition, Natixis CIB has adopted a threefold sectoral approach: invest to build solid industry expertise through the 1/ establishment of a working group of more than 20 people across the CIB worldwide to monitor industry macro trends and identify opportunities; ensure active and visible institutional commitment, for 2/ example through our membership of the Hydrogen Council or the European Clean Hydrogen Alliance; establish a strategic dialog with industry leaders and key 3/ stakeholders worldwide. In May 2022, Natixis CIB was also part of the pool of banks that refinanced the revolving syndicated credit line of Orano, a company specializing in the nuclear fuel cycle including mining, conversion, enrichment, recycling, logistics, engineering and dismantling. The strategic dialog with Orano made it possible to structure this €800 million credit line by including ESG issues. This operation is part of the Company’s “raison d’être” and targets its objectives of combating global warming by promoting access to and development of low-carbon electricity. 2022 KEY EVENT IPO of Haffner Energy Natixis CIB led the IPO of Haffner Energy as Global Coordinator & Bookrunner. Haffner Energy is a company specializing in the design, construction and marketing of technologies combining the production of green hydrogen and carbon capture. Natixis’ CIB's teams supported the Company in maximizing its sustainability commitment and claiming its positive contribution from the HYNOCA hydrogen technology from a carbon footprint point of view, as well as its ESR performance profile. They notably advised Haffner on the life cycle analysis of their technology and their ESG rating, helping them to demonstrate the product carbon footprint and the integration of ESG risks at the Company level. 2022 KEY EVENT Launch of the Paris-Aligned benchmark In the continuation of its climate indices, Natixis worked with the Singapore Exchange to launch the EU Paris-Aligned Benchmark equity index. Defined by the European Commission, the component selection criteria make it possible to constitute a consistent basket of shares with a temperature trajectory below 2°C. Among the various commitments of the index, it should be noted that its carbon intensity must: be 50% below the reference universe V post a 7% year-on-year decrease. V This index will be offered to individual and institutional investors. Preserving natural capital 7.2.3 The Earth is now facing an unprecedented mass extinction of living species: more than 60% of wild animal populations have disappeared in the last 40 years. One million animal and plant species are threatened with extinction out of the estimated 8 million on the planet. Natixis aims to act to preserve natural capital. 2022 KEY EVENT Participation in a conference on sustainable finance in Singapore In May 2022, a France-Singapore conference on sustainable finance was organized at the ESSEC Business School and co-organized by the French Embassy in Singapore, Banque de France and the Monetary Authority of Singapore. Natixis CIB hosted the first panel on the impact of biodiversity on the economy and the financial sector, as well as on the role of nature-based solutions. All of Natixis’ Financing and Asset Management business lines have been involved in cross-functional discussions on biodiversity issues for several years. Natixis was the first bank involved in the act4nature international initiative to communicate individual SMART commitments.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 451 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The act4nature commitment 7.2.3.1 Natixis has made a series of concrete, measurable and time-bound commitments to preserve biodiversity and natural capital through its various business lines, Asset & Wealth Management and Corporate & Investment Banking. By making these commitments, Natixis is gradually including biodiversity at the heart of its ESR framework and its relationship with its clients. Details of Natixis’ individual commitments are available at the act4nature website (1) . Aware that reducing its indirect impact is an important lever for contributing to the preservation of natural capital, Natixis integrates biodiversity in its discussions with all its clients and stakeholders. This approach is part of a more global action to support its clients in their environmental transition. Participation of Natixis and Mirova in the Taskforce on Nature-related Financial risk and Disclosures Natixis, through its subsidiary Mirova, is part of the steering group of the Taskforce on Nature related Financial Disclosures (TNFD) initiative, whose work began in 2021 and are set to last for two years. The TNFD is the result of a partnership between the Natural Capital Finance Alliance (NCFA), the United Nations Development Program (UNDP) and the World Wide Fund for Nature (WWF), with the support of the British government. On the same model as the Taskforce on Climate-related Financial Disclosures (TCFD), but making it possible to extend to nature-related issues, the TNFD will offer a framework to meet the measurement and data needs of banks in order to help them better understand dependencies and their impacts on nature. The TNFD is intended to support the financial market transition by providing organizations with a framework to report nature-related risks and to act according to their evolution, to divert global financial flows from activities that are negative for nature and redirect them towards activities that are positive for nature. This working group will have to address several issues: data accessibility: unlike climate data (mainly GHG emissions) held V by companies, data related to natural capital requires access to larger databases (government, NGOs, universities, etc.); spatiality: risks related to nature are specific to their location, and V the locations of a company’s assets are generally not disclosed; materiality: nature is a public good and is currently used free of V charge by companies. Risks related to nature are therefore rarely taken into account in financial decision-making. The working group will have to consider the possibilities of integrating this materiality through regulations, changes in terms of reporting or responsibility. Once adopted, the TNFD will enable banks to manage the indirect impact of their investment and financing operations on nature, to reduce financial flows with a negative impact while promoting those with a positive impact. Consideration of biodiversity 7.2.3.2 in financing The Green Weighting Factor Initiative introduced in September 2019 now evaluates the impact of financing solutions on biodiversity in relevant sectors as well as the impact of dedicated financing solutions (project or asset financing) on Key Biodiversity Areas. ESR screening is a tool that integrates the financing granting process. It makes it possible to identify, assess and monitor environmental, social and governance (ESG) risks throughout the client onboarding and credit approval processes for Natixis CIB’s corporate clients. Biodiversity is one of the 16 risk dimensions proposed for study in in-depth analyses by the analysts of the E&S ("Environmental & Social") Risk team. Natixis already incorporates an in-depth analysis of the impact on biodiversity in its project financing activities and in 2022 it will continue to step up its recognition of natural capital preservation in all its activities. In accordance with the Equator Principles, Natixis requires its clients to examine all the risks and potential impacts of their projects from an environmental, social, health and safety perspective and to take all the necessary steps to minimize and correct the potential impacts. Protecting biodiversity is an integral part of these requirements. The quality of the client’s impact studies and management systems is also taken into account when assessing the project. The assessment is generally performed by an independent consultant and it pays particular attention to the preservation of natural and critical habitats, in compliance with the regulations applicable to the project. For projects located in non-designated countries, additional action is required to meet the conditions set by the International Finance Corporation. Mining activities to extract, recycle and transform commodities have a significant impact on natural capital and biodiversity. For this reason, Natixis works with its clients to plan, avoid, reduce and offset the impact of these activities at each stage in the investment process. For each transaction, the Energy & Natural Resources (ENR) team ensures that its clients observe the practices required in the sector (including the Equator Principles) and Natixis’ internal policies. 2022 KEY EVENT Revolving credit indexed to climate and biodiversity criteria for EDF Natixis Corporate & Investment Banking (Natixis CIB) and EDF signed a revolving credit facility of €300 million at the end of December, the cost of which will be indexed to two key performance indicators (KPIs) of the EDF group in terms of sustainable development, reflecting the EDF group’s main environmental commitments: (i) 50% reduction in direct CO 2 emissions by 2030 compared to 2017. (ii) The rate of completion of Group-wide actions included in the international act4nature program. For the first time, this transaction is in line with the shared biodiversity ambitions of EDF and Natixis CIB, which are both signatories of the voluntary schemes: “Entreprises Engagées pour la Nature” and “act4nature international”. https://natixis.groupebpce.com/wp-content/uploads/2022/08/act4nature_engagements_individuels_natixis_fr.pdf (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 452 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Thematic investment in natural 7.2.3.3 capital In response to the depletion of natural capital and land degradation as global issues (relating to food security, human life and ecosystems), the Land Degradation Neutrality (LDN) Fund is an example of the type of innovative public-private partnerships needed to finance the SDGs. The Fund was created by the United Nations and Mirova as a source of transformative capital bringing together public and private investors to fund triple bottom line (economic, social and financial) projects that contribute to Land Degradation Neutrality. The LDN Fund will invest in three crucial sectors: sustainable agriculture, sustainable forestry, and other projects such as green infrastructure or ecotourism as opportunities arise. The LDN Fund aims to generate positive environmental and socioeconomic impacts alongside financial returns. By addressing land degradation, the LDN Fund aims to deliver the following benefits: land degradation neutrality; V climate change mitigation; V climate change adaptation; V improved livelihoods; V improved biodiversity. V The LDN Fund aims to contribute through investments to the sustainable management of 350,000 hectares of land around the world, to reduce CO 2 by 25 Mt, and to create or improve jobs for over 70,000 people. The Land Degradation Neutrality fund completed fundraising in 2021. In 2022, its assets were allocated to three new investments representing a commitment of over $38 million: Atlas Fruits (Morocco): to support the development of Company A V to implement sustainable practices in the citrus fruit production sector in Morocco, with a particular focus on water resources management. Aloe Agroflorestal (Brazil): a partnership between Mirova and the V French group SLB to develop land restoration projects, with a focus on the use of biochar. This first investment in Brazil aims to restore up to 2,000 hectares of degraded land through sustainable forestry practices. Kennemer Food (Philippines): supporting the implementation of V sustainable agroforestry practices in the cocoa and fruit sectors in the Philippines, in partnership with more than 19,000 independent producers. Mirova has invested $9.5 million to help Komaza increase forest cover in Kenya. Komaza is an innovative forestry platform for smallholders that offers sustainable and scalable nature-based solutions to combat climate change. Mirova designs solutions for public and private investors wishing to invest in nature-based solutions. One such is Aqre Group, is a major producer of natural ingredients for the pharmaceutical, cosmetics, food and beverage industries. Mirova invested $10 million to enable the implementation of sustainable land management practices in Madagascar in partnership with thousands of smallholder farmers. fish stocks and coral reef ecosystems. Improving the management of these natural resources can enhance productivity and operational efficiency and generate attractive returns for all stakeholders. Unhealthy oceans threaten all life on earth and have a particularly strong impact on small island nations and vulnerable coastal communities. Decades of poor management have led to the over-exploitation and degradation of ocean resources, in particular The Althelia Sustainable Ocean Fund (SOF) managed by Mirova, invests in companies that harness the ocean’s natural capital sustainably, build resilience in coastal ecosystems and create sustainable economic growth. SOF holds a mixed portfolio of assets in the sustainable marine products sector, the circular economy and conservation. The fund focuses on emerging markets and small island nations. Launched in 2018, Mirova completed the fundraising in 2020, which will reach $132 million. The last impact report was published in July 2022. (1) Development of structured products with natural capital themes The solutions structured on the climate indices developed since 2015 have been offered in innovative formats – Structured Notes, Repack, Equity-linked green bond – to meet the need for investment in the energy and ecological transition sectors. The offer is offered to retail savers as well as institutional investors. At the end of 2022, more than €1.8 billion in green bonds had been distributed, including €1.3 billion by the Banque Populaire banks and the Caisses d’Epargne through unit-linked sustainable life insurance. Development of the circular 7.2.3.4 economy The concept of a “circular” economy, based on maintaining the usefulness and value of materials and products over time, appears to be an increasingly attractive alternative to our current linear economic model of “manufacture, produce, consume, throw away”. In 2022, Natixis supported two innovative projects in favor of the circular economy, with Carrefour and Devialet. Devialet is an acoustic engineering company operating at the intersection of luxury and cutting-edge technology. By combining unparalleled sound quality with a sleek, modern design, Devialet’s engineers are setting a high standard for innovation in audio engineering. In July 2022, Devialet signed an agreement for a first loan linked to sustainability criteria of €15 million. Natixis participated in the transaction as Sustainable Development Coordinator and Documentation Officer. This credit is linked to three sustainability objectives, aligned with the key environmental and social issues identified by Devialet: employee satisfaction, improving human capital and employee V well-being; reduced energy consumption, with average electricity consumption V at idle in all Devialet speakers connected; circular economy, with electronic subsystems reused or recycled V from returned products. The credit margin will be adjusted annually depending on whether or not these targets are met. To support the development of the circular economy, Carrefour, the French group and one of the world leaders in food distribution, issued a Sustainability-Linked Bond in October 2022, in which Natixis took part as Global Coordinator. https://www.mirova.com/en/ideas/althelia-sustainable-ocean-fund-sof-impact-report-2021 (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Business line contributions to green and sustainable growth 453 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 As part of its Sustainability-Linked Bond Framework, published in June 2021 and updated in May 2022 Carrefour included new objectives in terms of climate action and responsible consumption and production. The KPIs selected for the obligations concern the circular economy and respectively include sustainable development performance targets of 21,500 tons of packaging avoided by 2027 (cumulative since 2017) and a reduction in food waste by 55% by 2027 (versus 2016). Both KPIs are expected to be analyzed on December 31, 2027. Circolab currently has around 70 members (public and private sector contracting authorities, construction firms, building materials manufacturers, project managers, and associations). Several working groups have been created, including one to estimate the goodwill in buildings that are part of the circular economy, during their construction or renovation. Much work has been carried out to define best practices for buildings in operation, the integration of reuse in Building Information Modeling (BIM), and the possible goodwill of circular buildings. In June 2022 the 1 st circular economy trophy was launched for students to raise awareness of this issue. Lastly, Natixis' subsidiary, AEW chairs the Circolab non-profit Several large schools took part, including ESTP, Arts et Métiers, association created in February 2018 to promote the circular Centrale, Ponts et Chaussées, INSA, etc. The trophy was awarded by economy in the construction and real estate sector and in particular a professional jury, after approximately 100 students had worked for to encourage the reuse of materials via various initiatives: publication four months, in four cases, to explore different dimensions of the of reuse guidelines, promotion of best practices, development of circular economy. shared tools, creation of an ecosystem of real estate sector players.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing environmental, social and governance risks 454 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Managing environmental, 7.3 social and governance risks Incorporating ESG criteria in financing operations 7.3.1 and investments Environmental, Social and Governance (ESG) risks are factored into financing and investment activities as part of a global approach involving the business lines, the ESR Department and the control functions. The approach includes drafting and applying ESR policies in the most sensitive sectors, determining excluded sectors, and assessing and monitoring ESG risks on transactions and counterparties using various tools and processes. Implementation of ESR policies in sensitive sectors ESR policies have been drawn up and included in the risk policies applied by the business lines working with the most sensitive sectors. These policies cover the following sectors: The coal industry, responsible for around 45% of human emissions, is the leading source of rising global temperatures. Since 2015, Natixis CIB has made a commitment to not to support companies developing new coal-fired power plants, thermal coal mines, any port and rail infrastructure projects and any equipment or facilities related to thermal coal. In addition, Natixis CIB prohibits any general purpose financing of companies whose business is more than 25% derived from thermal coal. Natixis is committed to gradually reducing its exposure to thermal coal to zero by 2030 for its activities in the European Union and OECD countries and for its activities in the rest of the world by 2040. This schedule is aligned with the International Energy Agency (IEA) sustainable development Scenario. Ten Natixis Investment Managers management companies have also implemented an exclusion policy in the coal sector. These companies do not invest in companies where more than X% of revenue comes from coal-fired power plants and/or thermal coal mines. This threshold varies between 0% and 25% depending on the Asset Management company. With regard to the oil and gas industries, since 2017, Natixis has committed to stop providing financing for the exploration and production of oil sands and oil in the Arctic region.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing environmental, social and governance risks 455 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2022 KEY EVENT Oil and gas policy update In 2022, Natixis CIB continued to withdraw from activities with the highest emissions by updating its oil and gas policy. Corporate & Investment Banking is extending the scope of its investment commitment in the Arctic beyond oil production and exploration by adding gas to the new restrictions, in accordance with the Arctic Monitoring and Assessment Program (AMAP). Only projects located in the Norwegian Sea, the western Shetlands and Barents Sea will be maintained, given their high environmental standards and low operational carbon footprint. This commitment to protect the Arctic upholds the position already adopted by Ostrum and Mirova, which, since 2016, have headed a group of investors having signed a declaration calling for the Arctic region to be protected against oil exploration activities, and for the adherence to national commitments to combat climate change in this particularly hydrocarbon-rich area of the world. Since February 2023, Natixis CIB has decided to strengthen its exclusion policy in the oil sector and will not participate in any dedicated facility to finance oil upstream greenfield single asset projects. Ten Natixis Investment Managers management companies have also implemented an exclusion policy in the oil and gas sector. These companies do not invest in companies where more than X% of revenue comes from unconventional oil and gas. This threshold varies between 0% and 25% depending on the Asset Management company. The defense sector: Natixis CIB prohibits financing, investment and offering of services to companies involved in manufacturing, storing or trading anti-personnel mines and cluster bombs. This policy extends the scope of weapons subject to exclusion and sets specific criteria for carrying out operations, in particular relating to export and import countries. Twelve Natixis Investment Managers management companies have also implemented an exclusion policy for companies involved in anti-personnel mines and cluster munitions. The tobacco sector: Natixis has undertaken to cease all financing and investment in tobacco producers, wholesalers and traders, as well as manufacturers of tobacco products. In relation to this commitment, Natixis published a detailed sectoral policy in relation to tobacco that applies to the financing, investment and services activities of Natixis. Twelve Natixis Investment Managers management companies have also implemented an exclusion policy in the tobacco sector. These companies do not invest in companies where more than X% of the revenue comes from the tobacco industry. This threshold varies between 0% and 10% depending on the Asset Management company. Other industries Natixis CIB has internal ESR policies for the nuclear, mining & metals, and palm oil sectors. These apply to financing operations and cover the following issues: nuclear: compliance with the strictest international security rules V (IAEA, etc.), reliability of technologies, demonstration by the host country and the operator of their capacity to control and operate their nuclear industry, based on specific criteria; mining and metals: compliance with international mining industry V standards as well as the IFC (World Bank) environmental & social performance criteria; palm oil: traceability and compliance with best practices and V applicable standards. Risk management in project financing and dedicated financing As a signatory of the Equator Principles, since 2011, Natixis CIB applies a market methodology recognized by member banks and institutions and aimed at assessing the environmental and social risks of financed projects and risk management by clients, regardless of their business sector. Since October 2020, Natixis CIB has applied the amended version of the Principles (EP IV Amendment). More comprehensive criteria in terms of respect for human rights (in particular the rights of indigenous communities) and analysis of physical climate and transition risks are required. Strengthened corporate assessment The financing process is supplemented by an in-depth analysis of the ESG impacts for each corporate client via the “ESR Screening” tool. This tool makes it possible to identify, assess and monitor environmental, social and governance (ESG) risks throughout the client onboarding and credit approval processes for CIB’s corporate clients. ESR Screening has two levels of assessment: during the KYC (Know Your Client) process, each client company is V assigned a level of vigilance based on an ESR questionnaire covering four areas (controversies to which the client may be exposed, sectors in which the client operates, maturity of the risk management framework and type of business relationship with Natixis); during credit approval process, clients identified as most at risk are V subjected to in-depth analysis (16 risk dimensions covering ESG factors are taken into account and analyzed according to their materiality). The findings are communicated to the decision-making authorities. All of these measures, including ESR policies in the most sensitive sectors, the application of the Equator Principles to project financing and the assessment of ESG risks as part of ESR screening, enable the Natixis CIB to comply with the legislative obligations of the law on the duty of vigilance.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing environmental, social and governance risks 456 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Overview of financing transactions over the last three years Managing environmental and social risks across Natixis’ financing business lines involves analyzing clients and transactions to ensure they comply with its ESR policies and exclusion commitments, analyzing transactions according to the Equator Principles or other evaluation methods, and analyzing controversial issues that its clients may run into. Over the last three years, 1,039 (including 450 in 2022) such transactions have been managed in this way, with the following sector breakdown: Breakdown of the transactions reviewed by sector (2020-2022) 10% Mining 14% Oil & Gas 15% Infrastructure 23% Power 38% Others Breakdown of the transactions reviewed by geographic area (2020-2022) 20% Americas 23% Europe-CIS 23% Middle East and Africa 34% Asia-Pacific Duty of vigilance 7.3.2 The French law on the duty of vigilance requires Natixis to prepare, publish and implement a duty of vigilance action plan containing reasonable vigilance measures that can identify and prevent the risks of violating human rights and basic freedoms, harming the environment, and endangering occupational health and safety, that are associated with the activities conducted by Natixis as well as its subsidiaries, subcontractors and suppliers with which an established commercial relationship is maintained, when these activities are concerned by this relationship. When drawing up its vigilance plan, the following issues (1) were identified: Human rights and fundamental freedoms Discrimination, infringement of equality, of respect for private and family life, of the right to strike, of freedom of assembly and association as well as infringement of freedom of opinion. Health and safety of people Decent working conditions, compensation, social protection, forced labor, child labor, health risk, harm to workers’ safety and unequal access to health. Environment Damage to the fight against global warming and biodiversity, the risk of pollution (water, air, soil), waste management, preservation of natural resources. This vigilance plan launched in 2017 covers Natixis employees in its own locations, as well as suppliers during purchases of products and services made by BPCE purchases on behalf of Natixis. In addition, the procedures to be carried out as part of the bank’s financing operations are strengthened each year. Particular attention is paid to climate risks, shown in section [7.3.3]. Lastly, Natixis’ Compliance Department has adapted the bank’s whistleblowing system to take new regulations into account (including, in particular, the duty of vigilance, but also the Sapin II law). Duty of vigilance in Natixis’ operations The environmental risks associated with Natixis’ operations are discounted as its business is not liable to generate serious adverse impacts on the environment. Furthermore, the bank already applies strict environmental regulations in Europe and the United States, and has launched several initiatives to limit its impact on the environment (e.g. certified buildings, reduced use of resources, waste management, eco-friendly business travel, etc.). Regarding the risks incurred by Natixis employees and service providers in terms of human rights, the decision was made to extend efforts in areas deemed most important in view of Natixis’ businesses: working conditions, prevention of discrimination, and personal safety. these “issues” are classified here according to the risk of major infringement, but this does not exclude other infringements. (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing environmental, social and governance risks 457 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 These issues are already strictly governed by a number of regulations in France (representing more than 50% of Natixis employees) including labor law, the personal and property safety policy, and the Professional Risk Assessment Document. It should be noted that since 2021, new agreements have also been signed within the scope of France (relating in particular to remote working, employee savings schemes, profit-sharing and supplementary health guarantees). Internationally, the working conditions of Natixis employees comply with or improve local regulations at the various sites under corporate governance. With regard to salaries, compensation surveys are regularly conducted to verify their competitiveness in their reference market. Overall, maternity leave is more favorable than local regulations. In 2021 in France, beginning on July 1, paternity and childcare leave was increased from 11 to 25 days for a single birth and from 18 to 32 days for multiple births. Natixis has decided, in line with its actions in favor of parenthood and professional equality, to finance this leave in full. Internationally, it is planned to roll out a similar measure before the end of 2024, namely paternity and childcare leave (also called second parent leave in some countries) of a minimum of four weeks. This deployment will be decided by each of the entities and will be done in accordance with local regulations and in addition to them. The safety and security of Natixis’ employees and service providers are of vital importance. In 2019, the Groupe BPCE Security Department in Paris rolled out solutions for all its offices focused on three major aspects: early warning, self-assessment and travel security. Early warning systems are essential to be able to anticipate and respond quickly to risks and dangerous situations. To allow this, security managers can now access an early warning system on the internet that analyzes safety and security risks arising from geopolitical events. The self-assessment and compliance framework used for the past three years has been reviewed and rationalized. Its use was extended from France to all offices. The safety of world travel, supported by International Security, is strengthened through an application bringing together all travel agencies and offering training adapted to each trip, immediate assistance in emergency situations and also geopolitical analysis. The safety function, whose objective is to ensure better coordination of actions and costs, has been consolidated through the operational Committees. In addition, employee training topics are essential. An augmented reality course is in place to better immerse learners in risky situations and teach them the right reactions to have. It was completed in 2022 by training in high-rise buildings in virtual reality. Likewise, the protection of property and people relies on well-established practices. A building safety risk analysis is underway and training against malicious acts is in place since 2022. Duty of vigilance in Natixis’ purchasing In 2017, Natixis participated in a joint initiative involving several French Banking and Insurance companies and signed the Responsible Purchasing Charter. The aim of the charter is to encourage the suppliers of the signatory banks to implement duty of vigilance measures as part of their overall ESR approach. The charter sets a series of commitments that both parties are required to observe, based largely on the basic principles of the United Nations Global Compact in the areas of human rights, working conditions, the environment and anti-corruption (1) . Regarding the enforcement of the duty of vigilance law, Natixis and BPCE Procurement took part in a concerted effort in the banking and insurance sector to map out ESR risks in purchasing activities, involving three other banking groups. Presented to the Purchasing and ESR functions in 2018 and associated with a vigilance plan, it makes it possible to identify and prioritize ESR risks and to prioritize the risks to be monitored with suppliers, by purchasing category (142 in 2022). It also takes into account risk related to countries in which most of the added value of the product and service is realized. Based on this mapping, BPCE Procurement estimated the number of very high- or high-risk purchasing categories at 47. This includes structural work, servers, real estate work, IT storage, waste recycling, merchandising and vehicles. Based on the risk assessment work, mitigation measures are applied: for high- and very high-risk purchasing categories, suppliers must answer a questionnaire specific to each category and communicate the actions taken to mitigate the risks and prevent serious breaches. This action plan is assessed by BPCE Procurement and generates a rating that is significantly integrated into the supplier’s overall rating. Depending on the results, a progress plan is drawn up with the suppliers selected and must be reviewed six months later. For purchases made directly by Natixis, an equivalent process was implemented in 2020 as part of the new Know Your Supplier procedure (KYS). For all purchases of more than fifty thousand euros in a sensitive category, this process is now followed for purchases made in France and in international platforms. BPCE Procurement has provided training to familiarize the procurement and ESR functions with the mechanism. 100% of BPCE Procurement buyers responsible for these procurement categories have received training. https://back.bpce-achats.fr/storage/vX9V8Kiu2TaJCBIrnA1qxBDbsHP4m7AtHwBU3Qni.pdf (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing environmental, social and governance risks 458 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Managing risks in our financing operations For several years now, Natixis has addressed the human rights and environmental risks incurred by some of its financing operations, most notably by applying the Equator Principles for project financing or specific policies for sensitive sectors. In addition, the ESR Department has implemented with the business lines, the Compliance and Risk divisions a solution to identify, assess, and monitor corporate clients’ environmental, social and governance (ESG) risks (see Section [7.3.1]). Whistleblowing system The whistleblowing system forms an integral part of Natixis’ Code of Conduct and is based on a company-wide policy which sets the minimum standard to be applied throughout Natixis. It is accessible to any person holding a current employment contract with Natixis, as well as employees of external companies (Natixis suppliers or subcontractors). Climate risks 7.3.3 As a financial institution and major economic player, Natixis is exposed to climate risk in the running of its operations and business lines. Taking into account this climate risk is a key issue in its financing and asset management business lines. Establishment of processes to identify, quantify and manage climate-related risks Within the operational scope: As part of the risk management framework, Natixis annually assesses its resilience to extreme climate risks (example scenarios: storms, heat waves, Seine floods, etc.) for its activities in France and internationally. The impacts of these scenarios are reflected in the measurement of a VaR (Value at Risk) taking into account external data, the quality of the BCP (Business Continuity Plan) and insurance policies. Natixis has gradually rolled out several tools to assess and manage the exposure of CIB activities. This approach will be strengthened in the coming years, in particular by completing the risk quantification and physical risk monitoring framework. Natixis has chosen to exclude from its financing and investment V activities sub-sectors or borrowers that do not meet its appetite for climate-related risks. Exclusion lists for the coal and oil and gas sectors have been implemented (see Section [7.3.1]). Natixis assesses the effects of its transactions on the climate by V assigning a climate rating either to the asset or project financed, or to the borrower in the case of general purpose financing. This “Green Weighting Factor color rating” takes into account all significant environmental externalities, such as water use, pollution, waste and biodiversity. This proprietary tool integrates transition risk into the bank’s financing operations. Based on the Green Weighting Factor rating, an internal capital allocation mechanism links the amount of internal capital allocated to each transaction (analytical credit RWA) to its positive or negative impact on the climate and the environment. All loans with a green color rating receive a discount of up to 50% in their weighted assets, while the weighting of loans with a negative impact on the climate and the environment is increased by up to 24%. Since October 2020, Natixis has applied the fourth version of the V Equator Principles (EP IV Amendment), which reinforces the integration of climate change in the environmental impact analysis of major projects (see Section [6.5.1]). The borrower is therefore required to: 1) assess the physical risks associated with climate change for most projects, 2) carry out an assessment of the risks of climate transition and an analysis of greenhouse gas intensive alternatives for projects with CO 2 equivalent emissions of at least 100,000 tons per year in total. Depending on the risks identified and the nature of the associated impacts, mitigation measures are requested from the client. They are covered by specific clauses in the financial documentation (“covenants”). In 2020/2021, Natixis deployed ESR Screening, a complementary V tool to identify, assess and monitor the environmental, social and governance (ESG) risks of its corporate clients. This tool makes it possible to identify the clients most at risk and analyze them in depth. Climate transition and physical risks are fully integrated into the mechanism. All of these tools are integrated into the processes and systems of Corporate & Investment Banking. In particular, they are used to provide qualitative analysis to the Credit Committee and to formulate an opinion on how climate risks affect the borrower’s risk profile. They may result in a positive, conditional (contractual conditions, action plans, restrictions) or negative opinion. The primary objective is to engage in constructive dialog with the highest-risk counterparties. In Asset & Wealth Management: Natixis Investment Managers has identified climate-related risks as a major issue and continues to strengthen their integration into the development of its business lines. Thus, Natixis Investment Managers and its affiliated asset management companies have strengthened their ranges of products with environmental impact or including environmental objectives. Most NIM affiliates have a framework for measuring the climate risks of their portfolios managed on behalf of their investors, highlighting the environmental issues associated with their various management offers. Some of the most advanced affiliates on the subject have also developed dedicated non-financial research capabilities and integrate these criteria into their investment decision-making models. Lastly, Natixis IM measures, using a uniform methodology, and consolidates, on the basis of an aggregated view of inventories, a set of risk indicators quantifying the footprint, carbon intensity and implicit average temperature of the various portfolios of its management companies.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing environmental, social and governance risks 459 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Publication under the requirements of Article 8 7.3.4 of the regulation establishing taxonomy 2020/852 The European taxonomy is a methodology for assessing a company’s activities in relation to environmental objectives, and more specifically in its currently defined version, climate change mitigation and adaptation. For the 2022 publication exercise, the objective is to identify the so-called “eligible” activities, i.e. products or services that can potentially (but not necessarily) contribute to mitigating or adapting to climate change. For financial institutions, a ratio measuring the balance sheet portion of assets eligible for taxonomy is to be published. The Natixis publication is consolidated in Groupe BPCE’s extra-financial statement (see section [2.3.7] European taxonomy indicators on sustainable activities).
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 460 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Managing our direct environmental 7.4 impact 2022 2021 2020 2019 Energy consumption (in kwh per person) (1) 3.35 2.43 2.61 2.91 Energy consumption from renewable sources in France (in %) 98 93 92 92 Paper consumption per workstation (in kg per workstation) 1.9 3.0 6.1 12.3 Distance traveled by plane (in km per fte) 1,962 483 421 2,630 Percentage of electric and hybrid vehicles in the vehicle fleet (in %) 33 32 20 15 Carbon footprint (in tco2eq/fte) 5.99 6.84 7 7.92 Change in energy consumption (see Section [7.4.4.1]). (1) In line with its policy of recognizing ESR in its business lines, for over 10 years, Natixis has implemented a continuous improvement approach for its direct impact on the environment related to its internal operations. These impacts are very significant given the nearly 13,600 Natixis employees present in nearly 40 countries. Reducing our direct impact on the environment is one of the levers of the Natixis strategic plan for the protection of biodiversity and the fight against climate change, with the aim of reducing our carbon footprint per FTE by 20% between 2019 and 2024. This ambition is based on a target of a 40% reduction in energy consumption and a 10% reduction in the impact of digital technology. This policy is broken down into seven themes: sustainable real estate, responsible digital technology, the promotion of sustainable mobility, resource management (energy and paper), responsible purchasing, waste management and revegetation. Sustainable real estate 7.4.1 Particular attention is paid to Natixis and BPCE Community buildings, with implementation and monitoring of environmental certifications, reducing consumption and energy supply to buildings. Natixis and its subsidiaries in France account for 131,449 m 2 of operating premises and 6,489 workstations. The real estate master plan contributes to the rationalization of the real estate portfolio and reduces our environmental impact. This rationalization is made possible by the implementation of the Flex Office and by the deployment of remote working for almost all employees. Creation and monitoring of certifications As part of the implementation of the Real Estate Master Plan, one of the objectives is to occupy only buildings with the highest environmental standards and quality of life as certified by reference labels (HQE (1) , BBC (2) , HPE (3) or BREEAM (4) , LEED (5) or WELL (6) ), in terms of both their construction and their operation. At the end of 2022, Natixis and the BPCE Community in Paris had eight certified buildings representing an area of 44,674 m 2 . The BPCE towers, the new headquarters of Groupe BPCE, is the largest project registered in France whose construction has WELL Platinum certification for meeting the highest standards in terms of the comfort, health and well-being of users, and LEED Platinum, HQE Exceptional and Effinergie+ labels demonstrating exceptional energy performance. In addition, as part of the move into the BPCE towers, BPCE and Natixis have initiated a process of Osmoz certification of facilities, a new quality of life at work certification. 2022 KEY EVENT BPCE towers: the Group’s new head office Since June 2022, this new head office will house employees from Natixis and the BPCE Community. Located close to the Seine, the two towers 180 meters and 39 floors for the East tower and 122 meters and 27 floors for the West tower – cover more than 90,000 m 2 dedicated office space, and will accommodate more than 6,000 workstations. The project was carried out with high ESR requirements, including: environmental certifications at the most ambitious V levels; massive reuse of office furniture and IT equipment; V a bicycle park with more than 600 spaces; V a zero waste approach with the elimination of V plastic objects and coffee capsules; outdoor planting (around a hundred trees on the V gazebo) and indoors; ambitious ESR criteria in all calls for tenders, V weighted at 20%. HQE - High Environmental Quality. (1) BBC - Low Consumption Building. (2) HPE - High Energy Performance. (3) BREEAM - Building Research Establishment Environmental Assessment Method. (4) LEED - Leadership in Energy and Environmental Design. (5) WELL - Building Standard framework for well-being in the workplace. (6)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 461 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Internationally, Natixis also has numerous offices with environmental certifications (BREEAM (4) , LEED (5) , WELL (6) , both in terms of construction and operation. Natixis’ head offices in Boston, New York and Frankfurt have the LEED (5) Gold environmental label. In Madrid, Natixis occupies a BREEAM certified building. Natixis’ offices in Dubai and Hong Kong have LEED Platinum certification for their construction and have obtained Gold LEED & WELL (1) operating certificates. Digital sustainability 7.4.2 Groupe BPCE and Natixis have taken account of the environmental and social impacts of digital technology by including a Responsible Digital component in their strategic plan for 2024. For Natixis, responsible digital technology is one of the major challenges of the internal ESR component, with an objective to reduce its carbon footprint by 10% by 2024. Relying on Groupe BPCE’s Responsible Digital division, set up in 2020, Natixis contributes to this objective through control of its IT equipment, digital eco-design and employee awareness. 2022 KEY EVENT Carbon scoring of IT equipment BPCE IT teams carried out the carbon scoring of inventoried IT equipment (over 90% finalized). The integration of fleet carbon scores now makes it possible to: measure and share the carbon footprint of IT V equipment within Groupe BPCE in partnership with manufacturers; take into account the carbon scoring of equipment V during calls for tenders; share the scoring in equipment catalogs for the V Group’s institutions. Control of IT equipment Employee IT equipment is the main challenge in the optimization of social and environmental impact. Multiple actions have been taken to control this impact: promote responsible digital purchasing: A questionnaire to V assess the level of environmental and social responsibility is sent to our suppliers when purchasing IT equipment; prioritize the reuse of IT equipment when moving to new V premises. When moving to the new offices in the Paris region, 70% of monitors were reused; extend the life of equipment: The lifespan of PCs has been V extended from three to four years, and that of smartphones from two to three years. Monitors are kept as long as they are functional; encourage the reuse of equipment at the end of its life cycle: V Natixis France encourages the reuse of its equipment at the end of its life cycle, either by selling it to reuse channels via the Bocage workshops, or by making one-off donations directly to targeted associations. It should be noted that measures to optimize the IT infrastructure are also in place at Natixis’ international platforms: the extended laptop lifespan now also includes Natixis Dubai and Natixis New York, with a four-year guarantee to promote their repair. The reduction in the number of printers is also a trend that is confirmed internationally. To support the rollout of remote working, IT equipment (mainly monitors) has been subsidized by Natixis since 2021 for employees working from home. Responsible eco-design: Green by Design In order to raise awareness and put in place concrete solutions on the subject of Eco-design, a Green by Design community was initiated in 2021 within Natixis. Web eco-design training sessions were offered to employees with technical profiles. A concrete application of eco-design was carried out with the digital sobriety audit on one of the Natixis solutions (Natixis Interépargne website and mobile application). Employee awareness – Tech for good The success of the Responsible Digital transformation is based on raising awareness among as many employees as possible about Responsible Digital Services, and training the IT professions to implement best practices on a daily basis: The “Green Project Scoring”, a methodology for calculating the GHG emissions of IT projects that can be used as early as the scoping phase of a product or service, was launched at Natixis. This eco score is in the process of being qualified with a view to rolling it out across the BPCE Community. Digital Tool – an awareness-raising tool in the form of a participatory workshop on the impacts of digital technology – is offered to all employees, as well as a digital MOOC officer to go further in understanding the issues. Lastly, Natixis took part in European and global awareness-raising campaigns on digital waste during the Cyber World Clean Up Day, when employees are invited to clear their mailboxes or directories, or applications on their phones. Collection boxes for personal mobile phones and waste electrical and electronic equipment were made available to employees in several Natixis buildings in Paris. Personal IT equipment was thus recovered to give it a second life or to upgrade its materials. WELL: Building Standard framework for well-being in the workplace. (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 462 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Promoting sustainable mobility 7.4.3 Mobility plan Since 2018, Natixis and the BPCE Community have set up an inter-company mobility plan applicable to nearly 18,000 employees in the Paris region. It has made it possible to reduce or optimize employees’ commuting and inter-site travel with the adoption of transport that has less impact on greenhouse gas emissions, air quality or noise pollution. In addition, plans have been drawn up in Natixis’ regional offices and initiatives to support soft transport are being developed internationally. Support cycling The buildings in the Paris region are accessible by bicycle with cycle paths being developed and Natixis subsidizes up to 60% of subscriptions to public bicycle rental offers. To support the growing use of bicycles observed in particular since the health crisis, Natixis and the BPCE Community are deploying secure parking spaces for bicycles in the Paris region. More than 1,000 parking spaces were available at the end of 2022. These bicycle parking facilities are open to all employees, along with access to changing rooms. A shared fleet of 15 self-service electric bicycles is available to encourage employees to engage in environmentally-friendly travel between the various sites in Charenton le Pont and the 13th arrondissement in Paris. After a successful test period, the number of bicycles and terminals will be doubled in 2023. Internationally, the Frankfurt and New York platforms have also set up bicycle parks for employees. To support bicycle users, in 2022 Natixis offered bicycle service workshops in several buildings in the Paris region, where more than 200 employees had their bicycles serviced. Encourage remote working and remote work to reduce travel The deployment of remote working, which was already in place for the majority of Natixis employees in France, accelerated in 2022: 90.1% of employees on permanent contracts had signed an amendment to remote working at the end of 2022 (compared to 87.1% at the end of 2021). On average, these employees worked remotely for eight days per month. Facilitate the use of electric vehicles Each year, Natixis continues to install electric recharging terminals in the car parks of its buildings. The number of spaces for electric vehicles increased significantly in 2022 with the opening of the new, very well-equipped Tours Duo/BPCE site: at the end of 2022 there were 231 spaces (compared to 133 spaces in 2021). Support the use of public transport and carpooling Natixis encourages its employees to use public transport, which is well established near its Paris region sites, and reimburses up to 60% of transport costs. In 2021, Natixis Interépargne, whose offices are located in Caen, initiated a partnership with the national carpooling platform BlablaCarDaily. This flagship action and travel plan was carried out in consultation with two other companies in the Caen region: Crédit Agricole de Normandie and Ramsay Générale de Santé. The three companies combined have around 130 regular active participants. In Natixis, around 10 carpoolers registered via the app. They have already traveled several thousand kilometers since 2021, with an estimated impact reduction of +/- 830 KeqCO 2 . Vehicle fleet Under its Car Policy, Natixis selects more eco-friendly vehicles in terms of both CO 2 and particulate emissions. At the end of 2022, Natixis had 194 company and service vehicles, 65 of which are electric and plug-in hybrid vehicles. The share of these in the car fleet increased significantly, rising to 33% of the fleet in 2022, compared to 15% in 2019. The average CO 2 emissions rate for the Natixis vehicle fleet was 105 g/km in 2022. Internationally, fleet renewal also incorporates these new environmental constraints: since 2021, Porto has acquired a fleet of electric vehicles. Business travel policy In 2022, business travel resumed sharply after two years of little travel due to the health crisis. Compared to the 2019 reference year, however, the trends per FTE are downward for rail (-22%) and airplanes (-25%). Business travel data (in km) 2022 2021 2020 2019 Train (total) in km 3,847,648 2,665,983 2,157,105 7,853,749 Train in km per FTE 584 264 211 753 Travel by air (total) in km 12,918,536 4,873,865 4,302,819 27,441,201 Plane in km per FTE 1,962 483 421 2,630 Natixis’ business travel policy has set out rules ensuring the safety and comfort of employees during business trips, while contributing to the policy of optimizing costs and managing the environmental impact of these trips. This policy applies to Natixis and its subsidiaries, excluding Financial investments in France. The subsidiaries and branches abroad establish travel rules that are consistent with the Group’s Worldwide Travel policy. This notably includes rules on business travel that has an environmental impact: when a destination can be reached by both rail and air, trains are V now compulsory for a number of destinations in France and Europe (depending on journey time);
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 463 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 economy class is compulsory for domestic flights, flights between V European countries and intercontinental flights of less than four hours; the use of taxis and the reimbursement of mileage expenses are V governed by rules on specific use (approval by manager, exceptional circumstances); Natixis also prefers that its employees use green taxis (hybrid V vehicles) for business travel. Management of resources 7.4.4 The Workplace Department managing Natixis’ Real Estate ensures optimum resource management by closely managing the various resources used: energy (electricity, heating and cooling utilities), water and paper. Each building it manages has a budget for energy consumption, which is monitored on a monthly basis. Energy consumption and 7.4.4.1 renewable energy supply Managing energy consumption Reducing energy consumption is part of Natixis’ strategic plan with a target of -40% in consumption per workstation between 2019 and 2024. It involves implementing the real estate master plan and reducing the volume of space occupied, and rolling out various measures to reduce our energy consumption: the Technical Building Management system (BMS) to closely V monitor the use of lighting, heating, cooling and air (automatic switching off of lights and air conditioning, optimization of heating and cooling consumption with better consideration of the outside temperature); a re-lamping policy with the use of LED light bulbs; installation of V automatic sensor lighting systems in communal areas. 2022 KEY EVENT Groupe BPCE energy sobriety plan In a context marked by the acceleration of climate change and the war in Ukraine, Groupe BPCE launched an energy sobriety plan to which Natixis is part. This collective scheme aims to reduce the Group’s energy consumption by 10% by 2024. This plan provides for concrete actions implemented in the Group’s companies, including: limiting the temperature of the premises; V the temporary closure of certain buildings (15 days in winter); V measures to optimize energy consumption in data centers. V It is also accompanied by awareness-raising among employees through communication and information actions reminding them, on an individual basis, of everyday eco-friendly practices to consume less and better. Scope: Natixis France Energy 2022 2021 2020 2019 Energy consumption: electricity, heating and cooling of office buildings (in mwh) 26,155 34,512 34,556 39,345 Energy consumption per m 2 of usable rented office space (in mwh) 0.20 0.16 0.14 0.16 Energy consumption per person (in mwh) 3.35 2.43 2.61 2.91 In France, energy consumption decreased in 2022 due to the reduction in the scope of consolidation, with the disposal of the Insurance and Payments activities on March 22, 2022 and the transfer of part of the support functions to BPCE S.A. on March 1, 2022. In relative terms, 2022 was marked by an increase in consumption per square meter of leasable area and per person. This trend is due to the concentration of the new scope on Natixis CIB and Natixis IM, whose activities (e.g. trading floors) consume more energy. In addition, in 2022, the old buildings continued to be occupied and to consume energy while the installation in the new buildings – in particular BPCE towers – had begun. Thus, the benefit of the real estate master plan has not yet been observed.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 464 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Scope: Natixis international Electricity consumption (in mwh) 2022 2021 EMEA 3,364 3,078 Americas 2,676 4,011 APAC 1,418 1,789 Electricity consumption in the APAC zone decreased following the rationalization of workspaces (-18% occupied spaces), relamping (LED lighting) and the outsourcing of the data center. In the EMEA region, the 9% increase is mainly due to consumption at the Porto office, which has a company restaurant and increased its leasable area. Renewable energy supply In addition to its ambition to reduce energy consumption, Natixis has set the objective of a 100% renewable energy supply, both in France and internationally. In France, 98% of the electricity in the buildings occupied by Natixis comes from renewable energy sources. Internationally, Natixis’ buildings in London, Boston, Porto, Milan and Frankfurt are supplied 100% with electricity from renewable sources, and the other platforms are mobilized around the same objective. Local renewable energy production In France, several actions enable self-consumption energy for some buildings. In Paris, 1,500 m 2 of photovoltaic panels installed on the roofs of the BPCE towers, the new head office of Groupe BPCE, contribute to the building’s electricity consumption. In Charenton, solar carpets installed in the Freedom 2 building are used to heat the building’s domestic water. Managing paper consumption 7.4.4.2 The commodity used the most at Natixis is paper (reams, envelopes, desktop publishing, internal and external printouts, etc.). Internationally, the offices in New York, Madrid and Milan and Porto exclusively use paper deriving from 100% recycled paper. In France, 100% of paper used is sustainable forest management-certified (FSC certification (1) ). Scope: Natixis France – letterhead paper and paper reams. Paper 2022 2021 2020 2019 Total paper consumption (in tons) 15 42 81 166 Energy consumption per person (in kg) 1.9 3.0 6.1 12.3 In France, paper consumption by occupant has fallen considerably, by 84% between 2019 and 2022. This decrease in internal paper consumption is linked to the introduction of multifunction badge printers, the widespread use of remote working and employee awareness-raising actions. Water consumption management 7.4.4.3 We observed a recovery in water consumption in 2022, returning to levels seen before the health crisis. An initiative has been launched to reduce this consumption, in particular with leak warning systems, and the recovery of rainwater for use in the toilets of the BPCE towers. Scope: Natixis France – Drinking water consumption. Drinking water 2022 2021 2020 2019 Consumption (in m 3 ) 39,914 47,673 58,169 67,483 Water consumption per person (in m 3 ) 5.11 3.36 4.39 4.99 0FSC: Forest Stewardship Council. (1)
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 465 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Developing green spaces 7.4.5 As a signatory of the Paris Climate Action Biodiversity Pact and the Act4Nature charter, Natixis is committed to preserving and promoting biodiversity in its business lines and operations, and to raising employee awareness of this issue. There are consequently four collaborative vegetable gardens in the Natixis buildings in Paris, Porto and Charenton-le-Pont, where employees can meet, garden and learn about urban agriculture and biodiversity. These productive green spaces have been designed to respect the principles of circularity and sustainability, drawing inspiration from permaculture. Thus, some of the biowaste from the Company canteen is used as compost, the plantations are organic, and the garden furniture comes from reuse. Every month, events are provided by external experts in urban agriculture. Open houses and the distribution of harvests made it possible to raise the awareness of employees other than the gardeners. In the garden of the Freedom 2 building in Charenton, a biodiversity assessment is carried out every two years to measure the biodiversity gains made possible by the creation of a pond, wild meadows, nesting boxes, insect hotels, diversified plantations, and a wildlife passage. Urbanescence, specializing in urban biodiversity, studies the impact of these actions on flora, fauna and soil macrofauna. The diagnosis establishes a non-exhaustive list of the main species observed on site and formulates ecological issues for each type of space, proposing pro-biodiversity measures in the landscaping of the garden. In Porto, the urban garden is maintaining its vegetable production with 45 kg of vegetables produced thanks to employee gardeners. The entire production of Natixis’ collaborative vegetable garden was donated to local institutions for the benefit of disadvantaged people. In Frankfurt, for several years, Natixis has been co-financing an apple orchard of heritage local species in the Hesse region. This area is a refuge for many animal and plant species, and feeds endangered birds, insects and wild bees. It thus contributes to the preservation of biodiversity in the region. In addition to these gardens, Natixis has four beehives located on one of the terraces of its Parisian buildings. These beehives produced 45 kg of local honey (i.e. 400 jars distributed to Natixis employees and clients as well as to charities). These beehives offer the opportunity to raise employee awareness of biodiversity loss issues and the issue of pollination. Finally, in 2022, The Biodiversity Fresco raised awareness of the issues among Mirova employees during immersive participatory workshops. In Madrid, to celebrate World Nature Day, Natixis joined the CREDA initiative, helping volunteers build a sensory garden that will be used to teach children about biodiversity. Waste reduction and sorting 7.4.6 Natixis’ waste reduction policy is based on the principle of the five Rs: refuse, reduce, reuse, return to the earth, recycle. Waste reduction and reuse Natixis has been taking action for several years to reduce the waste it generates. Natixis’ waste reduction policy is based on the principle of the five Rs: refuse, reduce, reuse, return to the earth, recycle. Its objective is to remove all single-use items, an objective included in Natixis’ new Strategic Plan for 2024. Since 2019, all plastic and disposable cups for water fountains have been removed from buildings in France and internationally, saving 3.5 million cups per year. The process has continued since 2020 with the elimination of plastic water bottles, already widespread internationally but still ongoing in France and New York. Lastly, since 2021, always with the aim of reducing its waste at source, Natixis has been working to gradually replace its coffee machines using disposable capsules by coffee bean machines. The process initiated in France has already been completed in the Frankfurt, Madrid, Porto, London, Moscow and Dubai offices. 2022 KEY EVENT Zero waste approach The zero waste approach initiated by Natixis came to fruition in 2022 with the move into the new WELL spaces, with alternatives offered, in particular in the BPCE towers: elimination of all disposable plastic cups; V elimination of plastic bottles with the installation of water fountains; V elimination of disposable capsules with the offer of coffee beans; V removal of disposable containers for take-out meals with the introduction of deposit schemes. V These schemes will be gradually rolled out across all Natixis buildings and the BPCE Community, in France and internationally.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 466 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 As part of the management of the Natixis and BPCE Community real estate portfolio, a process of reusing and upgrading furniture has been undertaken. Internal reuse is favored, particularly for the seats and desks which are massively reused as part of the new facilities. When the buildings were vacated at the end of 2022, some furniture in good condition but not usable internally was sold to Natixis employees and the BPCE Community. The proceeds of the sale will be donated to the Red Cross to support the victims of the war in Ukraine. Waste sorting In France, waste sorting at Natixis is based on the following actions: sorting and recycling of paper, cardboard, plastic (bottles), metal V (cans) and glass through centralized collection points in all buildings; collection and special disposal of used ink cartridges, batteries and V fluorescent and neon tubes; sorting and recycling of plastic pens and office supplies; V recovery and recycling of cigarette butts by specialized channels: V Natixis Investment Manager France has renewed its contract with the Cy-clope for cigarette butt collectors near the Éléments building; collection and reuse or recycling of personal mobile phones or V other personal waste electrical and electronic equipment in four buildings. Scope: Natixis France Volume of waste (in tons) 2022 2021 2020 2019 Paper, envelopes and cardboard sorted 129 179 242 352 Other sorted CIW (plastic, aluminum, etc.) 11 19 12 10 Unsorted CIW 123 195 266 689 Waste electrical and electronic equipment (WEEE) 4 14 11 10 TOTAL 267 407 531 1,061 The global amount of waste has decreased in the last four years while the part of sorted waste has grown. The production of paper waste continued to decline in 2022 compared to previous years, in line with the decline in printing. Professional WEEE decreased in 2022, due to the massive reuse of IT equipment. It should be noted that IT equipment that is not reused internally is passed on to associations or sectors specializing in reuse and recycling. Carbon footprint management 7.4.7 Every year, Natixis measures the carbon footprint for Natixis France. Since 2021, in order to better take into account the new uses related to remote working, Natixis France’s carbon footprint includes monitors subsidized by the Company and the additional energy costs for days worked remotely, linked to theoretical consumption at home. Natixis France carbon footprint Carbon footprint (in tons of co2 equivalent) 2022 2021 2020 2019 Energy 1,672 2,550 2,151 3,638 Procurement 27,007 45,971 51,095 58,003 Travel 5,401 6,057 4,977 9,557 Fixed assets 4,781 8,802 7,652 6,552 Other items 547 5,630 5,706 4,207 TOTAL 39,408 69,009 71,581 81,957 Tons of CO 2 equivalent per person (FTE) 5.99 6.84 7 7.92 The carbon footprint per FTE is down by 12% between 2021 and 2022, 24% since 2019. Despite a recovery in energy consumption and air travel, this trend is due to the development of remote working, a decrease in the impact of purchases and fixed assets (square meters occupied and IT equipment). In addition, since 2019, on a French and international scope, Natixis Investment Managers and its distribution platforms have measured its carbon footprint related to its direct impacts every year, using the Greenhouse Gas Protocol (GHG) method.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 467 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Carbon emission reduction plans Based on calculated carbon emissions, a carbon action plan has been implemented in three main areas: buildings: the rationalization of its real estate portfolio V implemented as part of the real estate master plan and the sobriety -10% plan reduces energy consumption (electricity, heating and cooling); travel: for commuting, Natixis promotes the use of public transport V and active mobility, the widespread use of remote working supported by the use of robust and adapted digital tools; IT: managing the impact of digital technology through a V responsible digital policy and actions. Food: knowing that agriculture is responsible for 25% of V greenhouse gases worldwide, Natixis is also committed to the food issue. Every day, a vegetarian dish is already offered to employees on the menu of the different Company restaurants. Natixis Porto conducted a series of workshops to raise awareness of healthier and more environmentally friendly food. Around a hundred employees received boxes containing everything they needed to cook a complete vegan meal. The meals were organic, from local producers, and had no plastic packaging. 2022 KEY EVENT My Green Footprint: a measurement tool to support employees in their environmental transition! Natixis has made an individual tool available to all its employees in France and internationally measuring their environmental footprint at work: My Green Footprint. Thanks to My Green Footprint, employees can quickly check the carbon impact of their practices in relation to work: commuting, lunch, energy consumption, IT equipment, printing, business trips by train and plane on the basis of reported or automatically retrieved data. Through simulation games and tips, they have concrete courses of action to reduce their impact. This tool will be gradually rolled out within the BPCE Community and Group companies. Every year since 2016, Ostrum Asset Management has offset 100% of its direct carbon emissions through several external avoidance projects in partnership with Eco Act. This approach by avoiding emissions makes it possible to have a direct and immediate effect. For example, in Eritrea, the borehole rehabilitation project enables us to supply local populations with drinking water through the repair of boreholes. Families no longer have to burn firewood to purify water, which limits emissions from deforestation and combustion. Lastly, Natixis contributes to the development of carbon sinks by financing Planète Urgence’s Environment and Development program in Madagascar. The “Tapia” project combines the reforestation of the tapia forest, the training of local communities in income-generating activities (silkworms – honey – agroforestry) and the environmental awareness of students and teachers. Similarly, in Porto, awareness-raising actions on reforestation were carried out with donations to employees of 54 native trees planted locally in Portuguese forests. Responsible purchasing 7.4.8 The responsible purchasing policy is a strategic and operational lever for the implementation of the BPCE and Natixis ESR policy. The main objective of the policy is to promote more eco-friendly products and services that provide guarantees and added value at the social and societal levels. Broader objectives are also pursued through this policy: assessing Natixis’ suppliers using social and environmental V responsibility criteria related to their products or services; promoting official environmental certifications and eco-designed V products; encouraging suppliers to be more transparent in describing the V environmental characteristics of their products. This policy is based on a number of tools, including a responsible purchasing framework updated in 2021, specifying the criteria applicable by category of products and services. In this new version of the responsible purchasing framework, the ESR criteria have been reviewed in many purchasing categories, with the systematic search for options to replace the purchase of new equipment (internal reuse, purchase of refurbished equipment, etc.) and increased requirements for mandatory criteria (reference labels, respect for human rights).
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Managing our direct environmental impact 468 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 These criteria were included in all purchases made for the work environment and offices program (furniture, works, catering, IT equipment, etc.) with a weighting of 20% of the ESR score in the selection of suppliers. 2022 KEY EVENT Responsible purchasing as part of the WELL program The WELL program has redefined our working environment with a set of new equipment and services. ESR criteria were included in all calls for tenders related to the program, with a weighting of 20% in the score awarded to suppliers. Specific criteria by category of purchase were applied, for example: IT equipment: obligation for suppliers to specify the carbon footprint of their equipment, choice of eco-labeled V products; furniture: obligation to provide the origin of the wood, limit pollutant emissions and choice of certified products; V household appliances: partly purchased as reconditioned from work integration companies; V catering: development of a range of vegetarian/organic/local/seasonal products, fight against food waste. V Recourse to local producers, supplier best practices in relation to production sites (actions to limit their energy consumption and reduce their waste). Consideration of social criteria: working conditions and safety of employees, management of gender balance and diversity and employing people with disabilities.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 469 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Human Resources management 7.5 and employee commitment Human Resources and diversity management 7.5.1 With nearly 13,600 employees, a presence in nearly 40 countries and more than 50% of its revenues generated outside France, Natixis aims to be a leading employer worldwide. Natixis is developing a positive and responsible HR policy based on skills development and the quality of the employee experience. Natixis is particularly committed to creating an inclusive work environment where everyone can have an impact and increase their expertise. Changes in headcount 7.5.1.1 The Natixis headcount changed following the disposal of Insurance and Payments activities on March 22, 2022 and the transfer of some support functions to BPCE S.A. on March 1, 2022. In this context, the “Support departments and others” presented in previous years were thus divided between Corporate & Investment Banking and the Head Office. The divestments and reorganizations by divisions influenced all the indicators presented in this document in 2022 (2020 and 2021 were not subjected to a review). Natixis Worldwide headcount under contract Natixis Worldwide means the entire accounting consolidation scope of Natixis and its subsidiaries worldwide, including financial investments (Natixis Algérie). Breakdown by division Natixis Worldwide 2022 2021 2020 Corporate & Investment Banking 6,520 3,525 3,617 Asset & Wealth Management 5,496 5,244 5,155 Insurance 2,193 2,058 Payments 1,256 1,143 Head Office 158 5,024 4,933 Natixis Porto 1,416 Total, excluding Financial investments 13,590 17,242 16,906 Financial investments (a) 827 801 772 TOTAL NATIXIS WORLDWIDE 14,417 18,043 17,678 Natixis Algérie. (a) Regional breakdown (in %) (excluding Financial investments) 2022 2021 2020 France (a) 51.5% 65.3% 66.6% EMEA 19.0% 13.0% 11.9% Americas 22.0% 16.4% 16.4% APAC 7.5% 5.2% 5.1% Including French overseas departments and territories. (a) The 14,417 contracts in the Natixis Worldwide scope correspond to 14,030 FTE* (financial management figures). The breakdown by division of these 14,030 FTEs is as follows: Corporate & Investment Banking: 6,304; Asset & Wealth Management: 5,370; Head Office and others: 109; Natixis Porto: 1,428; Financial investments (Natixis Algérie): 819.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 470 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Headcount – staff under contract ("managed" scope) The "managed" scope (1) covers all of Natixis and its subsidiaries around the world that apply its HR Policies. The indicators refer to this scope. Breakdown by division Management scope 2022 2021 2020 France (a) International France (a) International France (a) International Corporate & Investment Banking 3,992 2,093 1,222 1,935 1,341 1,948 Asset & Wealth Management 2,448 648 2,401 633 2,279 605 Insurance 2,129 64 1,995 63 Payments 747 690 - Head Office 158 3,957 1,067 4,202 731 Natixis Porto 1,416 6,598 4,157 10,456 3,699 10,507 3,347 10,755 14,155 13,854 Regional breakdown (in %) 2022 2021 2020 France (a) 61.3% 73.9% 75.8% EMEA 22.6% 14.9% 12.9% Americas 7.7% 5.6% 5.8% APAC 8.4% 5.6% 5.5% Including French overseas departments and territories. (a) Breakdown of headcount (in number of contracts) France EMEA North and South America Asia-Pacific Total Worldwide 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 Headcount under contract 6,598 10,456 10,507 2,429 2,104 1,782 823 798 801 905 797 764 10,755 14,155 13,854 o/w permanent employment contracts (as a %) 98.1 97.3 97.5 98.8 97.8 98.0 100.0 100.0 100.0 98.3 96.7 97.9 98.4 97.5 97.7 Men (as a %) 53.8 49.1 50.2 61.7 63.1 65.9 65.5 65.5 65.5 54.9 54.5 54.3 56.6 52.4 53.4 Women (as a %) 46.2 50.9 49.8 38.3 36.9 34.1 34.5 34.5 34.5 45.1 45.5 45.7 43.4 47.6 46.6 Hires/departures (a) France EMEA North and South America Asia-Pacific Total Worldwide 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 Total new hires 893 1,305 940 821 687 457 153 118 62 298 189 100 2,165 2,299 1,559 % Permanent employment contracts 77.4 63.5 60.3 95.7 91.3 92.1 100 100 100 97 88.9 90.0 88.4 75.8 73.1 Total departures (permanent and fixed-term employment contracts, transfers to BPCE*) 1,848 1,395 938 452 378 182 136 127 69 185 156 86 2,621 2,056 1,275 o/w resignations 242 209 159 367 265 111 102 106 42 107 130 63 818 710 375 o/w layoffs 91 121 145 21 58 34 15 14 14 37 13 15 164 206 208 Including transfers of the activities outside the managed scope. Excluding internal restructuring operations. Excluding mobility. (a) Transfers to BPCE of part of the support functions held by BPCE S.A. on March 1, 2022 represent nearly 900 employees. * The conversion of fixed-term employment contracts to permanent employment contracts are included under both new hires (permanent employment contracts) and departures (fixed-term employment contracts). Part-time France EMEA North and South America Asia-Pacific Total Worldwide 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 Part-time workers (as a% of headcount) (a) 7.5 9.0 9.2 2.4 2.9 3.9 0.2 0.4 0.4 0.1 0.1 0.1 5.2 7.1 7.5 o/w women (in %) 88.3 87.5 87.7 79.3 83.9 82.6 100 100 100 100 100 100 87.4 87.4 87.4 Excluding pre-retirees. (a) Managed Scope means all Natixis and its subsidiaries** worldwide for which personal data is available in HR Information Systems. This headcount forms the basis of the HR (1) indicators for ESR. ** Companies in which Natixis directly or indirectly holds at least a 50% interest.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 471 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Attracting talent and 7.5.1.2 positioning itself as an employer of reference In line with its ambition to be a leader in sustainable finance and to provide the best financial solutions to its clients, Natixis must be able to attract the best talent and meet their expectations in a competitive environment. This means offering an ever more positive experience to candidates, challenging its recruitment practices and developing its visibility with specific audiences. Developing our attractiveness 7.5.1.2.1 Natixis was awarded the Top Employer France label for the sixth year in a row. This label certifies the quality of the Company’s HR and managerial practices and its commitment to providing a fulfilling working environment for its employees. Natixis once again received the HappyTrainees label, awarded by ChoosemyCompany, based on the opinions of students who have completed an internship or work-study program in its teams (recommendation rate of 91%). In addition to the multiple actions on social networks and specialized job boards such as Jobteaser, Natixis focused on developing its image as a responsible employer through a new series of testimonials dedicated to ESR and susstainable finance on the "Welcome to the Jungle" platform or by supporting an exclusive documentary on the future of work entitled “Work In Progress”. 2022 KEY EVENT Talent for the Planet Forum Natixis took part in the first event focusing on the jobs and training of tomorrow taking into account the ecological and societal transformation organized by the AEF Info Group and PRODURABLE. This was an opportunity for Natixis to position itself as a leader in sustainable finance by involving its experts in round tables and conferences on various topics such as the impact of decarbonization on our economy, the role of finance in the ecological transition, and the development of green professions. Targeting juniors via specific actions 7.5.1.2.2 In 2022, Natixis welcomed more than 400 work-study students, 600 interns and more than 30 VIE students. Natixis also pursued a policy of recruiting juniors. Differentiating actions have been put in place to attract young talent: Corporate & Investment Banking Graduate Program: The program V enables young recruits to discover Natixis Corporate & Investment Banking by working successively for different business lines, teams and countries over a period of four to five years. This program offers a personalized training course (“Banking School”), including skills and expertise development and support from a mentor. Graduate Challenge Natixis Investment Managers: The third V round took place in 2022 in full digital format with students from French and international schools. Mentored by Natixis Investment Managers employees, 12 teams of students virtually managed, under real conditions, an ESG multi-asset investment portfolio simulated over a period of three months. The winning team, represented by the University of Bordeaux, made a donation to the French Red Cross. Junior Day Global Market: In collaboration with the Recruitment V teams, the Global Market business lines organized a face-to-face event, inviting around a hundred students from partner schools to come and find out about market finance professions, speak with experts and apply for jobs. Strengthening school relations 7.5.1.2.3 Very active with students, Natixis has been developing special relationships with partner schools for many years to promote opportunities in its various business lines. In 2022, Natixis took part in nearly 40 recruitment forums and events. Natixis has also been involved in research, in particular financing a Chair in “Business analytics and future Banking” at École Polytechnique and HEC, which allows students to discuss real cases with Natixis experts. Continuously adapting our 7.5.1.2.4 recruitment resources and tools Natixis has adapted its resources and processes to deal with the increasing volume of positions to be filled in 2022 and with a competitive and tight market for certain functions. For example, tools that rely on artificial intelligence have been deployed to help recruiters make more detailed, objective and exhaustive selections and save time in the selection phase. Natixis has also renewed its recruitment practices, for example by launching its co-opting platform (I-COOPT). Accessible to all Natixis employees in France, with bonuses ranging from €1,000 to €2,000 for each new hire, this has attracted new talent thanks to employee mobilization. Developing the employability 7.5.1.3 of employees and supporting the acquisition of new skills Supporting transformation and designing the best solutions for its clients requires being able to maintain teams at the highest level of expertise and allocate the right skills at the right time and in the right place. This is why Natixis has invested since 2020 in an ambitious program (Jobs In Motion) to anticipate skills needs, develop employees through mobility and train them for new jobs. With the aim of doubling the mobility rate by 2024, Natixis has made professional development a key to individual and collective success. At Natixis, everyone must be able to strengthen their know-how, broaden their scope of action and develop new skills, particularly in the field of digital technology and sustainable development. Facilitating internal mobility 7.5.1.3.1 With more than 1,000 movements in 2022 and a 52% increase in the mobility rate between 2019 and 2022, the effectiveness of Natixis’ actions to support employees in their mobility project has proven its worth; such as the “Mobility Pact”, which lays down clear rules known to all, whether you are a manager, HR Business Partner or employee. In this pact, mobility is, for example, encouraged every three years and everyone is free to apply for a new position whenever they wish.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 472 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis has also launched multiple support programs – speed job meetings with managers, online personality tests, mapping of promising professions, CV workshops and interviews, career forum, etc. More than 1,300 employees took part in these events offered by the recruitment teams. Employees are offered a "becoming an active player in their career" training, as well as skills assessments. Training for the jobs of the future 7.5.1.3.2 Faced with the transformation of skills, Natixis has undertaken a proactive training program for the jobs of the future. With the Step Up Academy, employees have the opportunity to move into a profession that is completely different from their own and to benefit from a tailor-made training course. Each training course is designed with the manager. Through the implementation of 70 different types of courses, over 400 employees were trained in the fields of the future: Tech, Data, project management, ESR, process management, etc. 2022 KEY EVENT Deployment of the “Jimmy” smart platform to all Natixis employees worldwide To support this new dynamic and this change in culture around skills, a new platform called Jimmy, using artificial intelligence and big data was launched in 2021 with the start-up Neobrain. After a successful pilot, all Natixis employees worldwide, on permanent employment contracts and work-study contracts, were able to access this new HR solution in 2022; everyone can now self-assess their skills and obtain job or trainings offers adapted to their profile. For HR teams and internal recruiters, Jimmy is a powerful match-making tool, making it possible to bring together open positions and internal skills pool more effectively. France Total Worldwide 2022 2021 2020 2022 2021 2020 Number of internal transfers (a) 754 1,053 808 1,011 1,216 860 Rate of job openings filled (b) through internal transfers (in %) 52.4 56.0 58.8 34.6 41.1 43.0 Internal transfer rate (in %)(c) 11.3 11.4 8.1 9.4 9.8 6.6 Mobility rates Internal transfer rate (in %) 13.2 11.0 8.6 18.0 18.1 14.9 Mobility in the geographic area. (a) Employee mobility rate for the geographic area. (b) Incoming mobility in the geographic area with regard to all recruitment and inward mobility in the geographical area. (c) 2020 and 2021: the figures presented include headcount transferred to BPCE in 2022. 2022 KEY EVENT Awards for the Jobs in Motion program At the beginning of 2022, Natixis received the “Digital HRD Prize” and the “HR Innovation Prize” awarded by the ANDRH for its program JobsInMotion and its Artificial Intelligence solution “JIMMY”. https://www.andrh.fr/article/le-prix-du-drh-numerique-sous-les-lumieres-de-lespace-niemeyer# Anticipating skills needs 7.5.1.3.3 In order to identify the resources and skills that the Company will need in the coming years to achieve its development ambitions, in 2022, Natixis continued to roll out its SWP methodology (Strategic Workforce Planning), a responsible approach to anticipating skills needs, both in terms of quality and quantity. Developing talents 7.5.1.3.4 To meet the growing expectations of employees in terms of professional development, Natixis endeavors to design and offer rewarding career paths. To do this, Natixis relies on a comprehensive talent management program, which enables it to identify talents and potentials, to empower and to develop them. As a real performance lever, it also ensures succession for key Company positions and the steering of its commitments achievements, particularly in terms of diversity and inclusion. Employees benefit from the support of the HR teams and their managers in managing their careers. They have at least two opportunities to look at their professional future during the year: Individual Development Interview to discuss their career V development and training needs. In 2022, 86% of Natixis employees had the opportunity to discuss with their managers. This figure is an increase of 6% compared to 2021; annual performance review to take stock of their performance and V set their objectives for the following year. Managers are also encouraged to collect cross-feedback to enrich their view of the individual performance of employees (more than 13,000 requests made in 2022).
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 473 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Through talent reviews and career Committees, managers and HR teams also anticipate succession, prepare future career steps and contribute to each employee’s individual development plan. To support the development of potentials and leaders, Natixis rolls out several development programs each year: the Natixis Leadership Program and the Development Journey Program. The aim is to promote the talents of the Company and encourage them to take on greater responsibilities. The Purple Academy, the internal university dedicated to leadership development, offers programs to support leaders in their role as catalysts of transformation and promote the sharing of a common leadership model. Dedicated training programs, inspirational conferences, workshops and coaching sessions are offered to help them develop their own practices, as well as the performance and commitment of their employees. Developing a learning culture 7.5.1.3.5 In a context of transformation (regulatory, technological, economic) and of strong commitment to the energy transition, the expected skills are evolving. To support this movement and enable employees to remain at the highest level of expertise, Natixis is implementing an active training policy, promoting continuous learning. In 2022, 90% of employees completed at least one training course, i.e. around 17 hours of training per person per year. Natixis has developed a multi-modal offer with a wide range of content accessible to all via a digital platform: the Learning Hub. The overall approach to training, built in line with the ambitions of the 2024 strategic plan, is based on six key objectives: ensure skills development which are necessary to support the V transformations of business lines and support the employability of employees, in particular through Step Up Academy courses (see above); strengthening our employees’ ESG knowledge: from V awareness-raising to more in-depth knowledge. In 2022, Natixis enrolled nearly 200 specifically identified employees for the CFA Institute’s ESG investment certificate with personalized support. meet the challenges of digital transformation and new ways of V working; develop leadership that empowers and support development of the V managerial role to support employee engagement; enhance English language skills to further the Company’s V international growth; facilitate employee mobility V Specific training courses have been launched on topics central to the Company’s strategic challenges, such as finance, tech and data, language learning and “soft skills”. Training 2022 Number of employees trained 7,471 Number of training hours 129,096 % Hour of E-learning training 23.1% Percentage of employees trained** 89.7% Average number of training hours per employees trained 17.3 Number of employees having taken one or more training courses leading to a qualification 291 Breakdown of training hours by area Ratio Office and IT 6.5% Languages 9.3% General training 20.6% Personal and professional efficiency, Human Resources 15% Management 5.5% Risks and regulations 24.3% Business line 23% Training leading to a diploma/certificate 8.1% Other training 8.2% TOTAL 100.0% Consolidated figures as at 07/02/2023, representing at least 90% of hours of training received during the year. Number of women trained/total employees trained * Number of employees trained/headcount present or retired during the period in question. ** The number of employees present for the period 2022 is 8,333. In order to develop widely a more learning corporate culture, the Learning teams are working to implement innovative tools that enable employees to learn more regularly and in a more fun way. All Natixis employees have access to the online resources of the LinkedIn Learning platform, including several thousand open access courses on business, technological and personal development topics.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 474 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 2022 KEY EVENT Use of virtual reality to train employees Natixis innovates in training methods by developing the use of virtual reality. As part of the relocation of 9,000 employees to the BPCE towers, a new immersive and experiential training course made it possible to acculturate all employees to safety rules in a limited time thanks to virtual reality. The spaces in the Learning Villages have been designed to allow and spaces for workshops. After the successful opening of a 1st space in encourage fun, varied, collaborative and individual training 2021, the Group is continuing their development. The opening of a experiences, combining masterly and exchanges, and give pride of 2nd space was carried out in December 2022 and a 3rd learning place to innovation: a recording studio available for filming and village is planned for early 2023. creating digital training, auditorium, virtual reality lab, modular Supporting new ways of working 7.5.1.4 In a changing world, with new employee expectations (flexibility, autonomy, mobility), Natixis encourages work-life balance through the development of remote working, tools that promote collaborative working and modern, functional workspaces. Everything is designed to promote quality of life at work and make it a positive lever for attraction and retention. In 2022, a large proportion of Natixis employees moved into BPCE towers. In total, 9,000 employees will work in hybrid mode in these new flex-office spaces. A specific support program (WELL) has been set up to support employees. Remote working (Managed scope in France) France 2022 2021 2020 Employees on permanent contracts benefiting from remote working (in %) 90.1 87.1 79.2 Building an inclusive working 7.5.1.5 environment Natixis has set itself the goal of building a respectful and inclusive work environment that capitalizes on the diversity of its employees and allows everyone to be heard, valued and have an impact. This ambition is driven by an approach that is both global and local, systemic and managed. The target set is to have at least 35% of women in all leadership circles, and to train 100% of leaders on inclusive leadership, by 2024. Promoting gender diversity 7.5.1.5.1 and professional equality For several years, Natixis has set up a proactive diversity policy around three main areas: the representation of women in the most male-dominated V business lines; access to positions of responsibility; V equal pay. V France 2022 2021 2020 Percentage of women among management level staff 43.7 45.1 43.6 Percentage of women among employees receiving promotions 50.9 54.3 56.4 Percentage of women among employees granted individual pay increases 52.7 57.2 59.2 Percentage of women among employees who received training 45.5 50.6 49.5 Natixis has a professional equality index of 86 points. Professional equality also involves the prevention of sexist acts and sexual harassment. The creation of a dedicated and trained network, the creation of a page on the Intranet and the awareness-raising actions rolled out over the last two years all help in this direction. Natixis management supports the WINN network (Women in Natixis Network) which aims to promote gender diversity in Natixis management in France and internationally. This association is open to men. In 2022, the WINN network celebrated its 10th anniversary.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 475 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 France EMEA North and South America Asia-Pacific Total Worldwide 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 % of women in the headcount 46.2 50.9 49.8 38.3 36.9 34.1 34.5 34.3 34.5 45.1 45.5 45.7 43.4 47.6 46.6 % of women in the leadership circle (Senior Leaders) 37.0 % of women in the leadership circle (Ambassador Leaders) 31.0 % of women in SMC (Senior Management Committee) 67.0 33.3 36.4 The Leadership Circles have been redefined to take into account the new organization. Now, beyond the SMC, two groups have been defined: Senior Leaders and Ambassador Leaders. As of December 31, 2022, these groups counted 277 employees. The indicators related to the Leadership circles are only monitored on a worldwide basis. 2022 KEY EVENT Discover the finance professions, through a new edition of the event: “Women in Finance” In 2022, around sixty students, from undergraduate to Master’s level, were able to speak with Natixis employees in France and abroad thanks to a digital platform. The students were able to project themselves through role models and get career advice. They were also able to discover jobs in finance in which women are under-represented. Developing the integration and job retention of people with disabilities 7.5.1.5.2 Natixis has been committed for over 10 years to the employment of people with disabilities. Dedicated trainings and specific support are offered by the disability mission, which relies on a network of 15 disability officers. Each year, Natixis raises awareness among its employees during the European Week for the Employment of People with Disabilities. Natixis also took part in several specialized job forums such as Hello Handicap, ESSEC Open Forums, Forum Hand’ IGS and Sciences PO Paris Corner TH. 2022 KEY EVENT Rollout of two flagship actions to promote the inclusion of people with disabilities Natixis has signed up to the Agefiph charter “I act for the inclusion of people with disabilities in the digital professions” in relation to several objectives: build on the success of the Tremplin program developed with Simplon and the EA DSI, training 10 people with V disabilities in IT Development business lines; confirm our commitment to the employment of people with disabilities. V During the European Week for the Employment of People with Disabilities in 2022, Natixis took part for the first year in the national “Duo Day” operation, which aims to promote, through a mentoring program, the daily life and behind the scenes of our employees’ jobs to people with disabilities. For this first launch, 12 pairs were set-up. Developing inclusion more broadly 7.5.1.5.3 Natixis also aims to ensure equal rights and treatment for all employees, regardless of their sexual orientation or gender identity. Natixis is committed to including LGBTQIA+ communities and a number of concrete and complementary initiatives have been carried out in this regard, in particular a first awareness-raising campaign on homophobia and lesbophobia on the occasion of Pride Month in June 2022. Adapting our compensation 7.5.1.6 policy to the challenges ahead Natixis’ compensation policy is structured in such a way as to promote employee engagement over the long term and increase the Company’s employer appeal, while discouraging excessive risk-taking. Each year, Natixis conducts a study comparing its compensation levels to the external market in a bid to remain competitive. The compensation policy strictly complies with regulations in Natixis’ countries and sectors of operation, including the CRD V, the French law on the separation and regulation of banking activities, AIFMD, UCITS V and MiFID II.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 476 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 It also meets transparency requirements vis-à-vis its external stakeholders, such as the ACPR, the ECB and the AMF, as well as internal stakeholders. A compensation logbook gives Natixis employees in France an individualized view of their salary, additional forms of compensation, social security coverage, and employee savings schemes for the previous year. The compensation policy is centered on three components and reflects both individual and collective performance: Fixed compensation reflects, at the individual level, the skills, responsibilities and expertise expected for a position, as well as the role and importance of duties in the organization. Variable compensation is granted where applicable, based on the achievement of individual and collective targets. Pursuant to the various regulations in force, and to encourage performance over the long term, a significant portion of variable compensation granted to employees identified as risk-takers in the meaning of CRD may be deferred (from 40% to 60% for the highest amounts). Natixis also encourages its employees in France to contribute to collective performance via incentives, profit-sharing and employee savings mechanisms (employee savings schemes and collective pension plan). and non-discrimination. In this respect, Natixis ensures equal treatment in terms of compensation by allocating a specific annual budget of 0.2% of fixed salaries for this purpose. Natixis has also strengthened its mechanism for managing, analyzing and reducing, where applicable, the overall compensation gap between women and men during the annual compensation review campaign. The compensation policy also incorporates the fundamental objectives pursued by Natixis in terms of equality in the workplace Natixis also places great importance on the compensation of junior and senior employees. Information on the compensation policy, especially for employee categories whose professional activities have a significant impact on Natixis’ risk profile, is set out in the annual report on compensation policies and practices published each year. ESR criteria are factored into Natixis’ compensation policy through: The inclusion of Natixis’ ESR strategy when determining the V variable annual compensation of the Chief Executive Officer and the members of the Senior Management Committee; A single profit-sharing “participation” agreement including ESR V criteria; Specific ESR objectives embedded in some collective incentive V “intéressement” agreement of Natixis’ subsidiaries; A systematic selection of ESR-labelled funds or embedding ESR V criteria in our company savings plans “Plan d’Epargne Salariale” and “Plan d’Epargne retraite collectif”. Management scope France France 2022 2021 2020 Average gross annual compensation of employees on permanent employment contracts (a) (excluding profit-sharing, profit-sharing and contribution to the Company savings plan) (in thousands of euros) 125.8 88.5 88.4 Average profit-sharing bonus (in thousands of euros) 4 2 2.8 (b) Average incentive bonus (in thousands of euros) 6.8 (c) 4.9 5.0 (b) Average gross employer contribution paid in respect of the Company savings plan (PEE) and the collective pension plan (PERCO) (in thousands of euros) 3.3 (c) 3.3 3.2 (b) Note: The overall contribution amount paid in 2022 (b) totaled €27.49 million (€36.64 million in 2021 and €35.76 million in 2020). Average gross annual compensation is calculated based on full-time permanent headcount. (a) Excluding Specialized Financial Services division (SFS), disposed on 01/04/2019 (amounts paid in 2020 for 2019) (b) Excluding Payments and Insurance divisions sold on 01/03/2022. (c) Natixis consolidated scope as stipulated in the profit-sharing agreements France 2022 2021 2020 Profit-sharing bonuses (in millions of euros) 46.8 23.6 35.3 Incentive bonuses (in millions of euros) 59.3 59 63.8 Note: the profit-sharing amounts (€126 million in 2022, €138 million in 2021) indicated in Chapter 5, Note 6.7 “General operating expenses and depreciation and amortization” are calculated for the statutory scope.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 477 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Building sustainable employer-employee communications 7.5.1.7 At a time when the Company and its business lines must support major transformation, Natixis is committed to developing quality employer-employee communications with its employee representatives. Collective negotiations carried out in recent years bear witness to this desire to build a Group-wide employment framework for the various Natixis entities in France, which today is based on: a homogeneous framework for the Social and Economic V Committee (CSE); compensation measures, through a single Natixis Employee V Savings Plan, a supplementary collective pension plan (Percol), a profit-sharing mechanism, and consistent salary measures; measures to strengthen the deployment of remote working V (introduction of new remote working formats and access to an equipment platform with partial subsidy from the employer); the same complementary healthcare insurance for all Natixis V France employees; measures to address employees with disabilities, including a V Group-wide policy covering the professional integration and retention of employees with disabilities, and an allocation for children with disabilities. With regard to talent and skills management, an agreement on the management of jobs and career paths applicable to Groupe BPCE companies was signed in 2022. It defines measures promoting generational balance, the skills development policy, support for professional mobility, the terms of application of mobility leave as well as the positioning of the GEPP as a dimension of social dialog and consultation. In addition, an agreement on the career path of employee representatives was also signed this year and provides for specific measures relating to the career paths of employee representatives and their career development. In 2022, new agreements were signed, in line with this approach and relating in particular to the following topics: remote working; V Group profit-sharing for the 2022 fiscal year; V value Sharing Bonus and salary measures for the year 2023; V additional guarantees in relation to the reimbursement of healthcare expenses. V In addition, several agreements were signed in 2022 within Natixis’ French companies on subjects negotiated within each of the business lines and which take into account their specificities. Employee engagement 7.5.2 ESR awareness 7.5.2.1 A growing number of Natixis employees are mobilizing around major ESR issues, such as the fight against climate change, the protection of biodiversity and the development of solidarity projects. In order to support this growing demand for commitment, provide a better understanding of the Company’s ESR strategy and encourage support for projects, numerous awareness-raising and training actions are offered each year. Training offer Natixis offers its employees a wide range of training courses in the various areas of ESR. Since 2021, a dedicated “Sustainability Training” page was created on the internal HR training portal, which brings together the Company’s existing resources to understand the challenges of ESR and sustainable finance and master the tools in place at Natixis: face-to-face training, e-learning, videos, reports, etc. Built with the Natixis business lines and functions to guide employees who wish to learn about these topics, this page is regularly updated with new resources in this area. In addition to this offer, awareness-raising sessions on specific topics have been widely extended: the climate event was offered to around a hundred employees in 2022, in France and abroad (Madrid, Porto, Dubai) and also the ocean fresco, the biodiversity fresco and digital sustainability events. Lastly, in conjunction with the HR department, ESR was selected as the theme of the Step Up Academy, the internal university that trains employees in the professions of the future. 37 employees took this course in 2022. 2022 KEY EVENT Launch of the Climate School Open to all Group employees, the educational program launched at the end of 2022 will enable Natixis employees to acquire and share a common knowledge base on the climate and the ecological transition. Designed in collaboration with scientists and a large network of experts, it offers unprecedented scientific, fun and educational content. After the launch of the first season at the end of 2022, two new seasons will be offered in 2023.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 478 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Weeks dedicated to Sustainable Development For many years, Natixis has been participating in the various flagship ESR events: European Sustainable Development Week (SEDD), European Mobility Week (SEM) and European Week for Waste Reduction (SERD). These actions are deployed in France and internationally. In 2022, more than twenty events were offered to employees during these thematic weeks, in several formats such as webinars on payroll donations or solidarity days, climate training sessions, vegetarian meals, challenges in commuting to work by bicycle or open houses to discover the company’s collaborative vegetable gardens. Networks of committed employees The ESR Department and its network of correspondents rely on communities of volunteer employees who wish to contribute to the management of change in the Company and to share best practices on sustainable development issues internally. They participate in various communities created on the internal social network (and in particular the ESR yammer) to share their achievements, projects and ideas on environmental protection, cycling, zero waste, diversity and social inclusion, etc.). It should be noted that in 2022, Natixis launched the ESR Runners network, which complements other communities created in the various entities, such as the LEAFS network (Employee Resources group focus on Environment) developed by Natixis IM, which has around 30 members across the United States, the United Kingdom and France. 2022 KEY EVENT Creation of the ESR Runners network Launched on the occasion of the 2022 Sustainable Development Weeks, this community of volunteer employees aims to strengthen Natixis’ action plan for the ecological and solidarity transition, with a mobilization around the following missions: identify and carry out concrete actions, in V coordination with the ESR team or its correspondents; help to get other employees on board; V disseminate ESR locally and globally; V report on bottlenecks and successes. V Initiated with around fifty employees in France and abroad, this network is set to expand in 2023. Commitments to 7.5.2.2 solidarity-related projects Natixis is involved in many solidarity projects by supporting the mobilization of its employees, who are increasingly willing to get involved in meaningful and useful projects for society. Several schemes are offered in the Company in France and abroad, in partnership with numerous non-profit organizations (NGOs, local associations) to allow the involvement of each person according to their availability and their commitment wishes. Since 2013, Natixis has allowed its employees to take humanitarian leave (Congé Solidaire ® ) to support the non-profit association Planète Urgence. The missions concern the protection of biodiversity, socio-educational support for young people and the reinforcement of the skills of adults in various fields. As part of the health crisis, missions were offered in France or remotely. More than 150 missions have been supported since the beginning. In addition, in 2022, Natixis supported the “Environment and Development” program carried out by Planète Urgence in Madagascar, which aims to strengthen the capacity of community organizations in several areas of the country to protect their ecosystems, improve their livelihoods and increase their resilience. Since 2019, Natixis has offered its employees in France a simple and participative generosity scheme: Payroll rounding. They can support one of five associations: Action Against Hunger, Terre de Liens, France Alzheimer, UN Women and Sports in the City. The monthly microdon is deducted directly from the pay slip and Natixis doubles the amount of employee donations. Three years after its launch, nearly €200,000, including the Company’s contribution, were paid to the five beneficiary associations. In the United States, a similar payday donation initiative generated $490,000 donated to charities with 86% employee participation compared to a national average of 32%. Lastly, several mentoring or sponsorship schemes are offered to the employees to support the education and integration of young people. Natixis supports the Nos Quartiers ont du Talent (NQT) association and Natixis Investment Managers has initiated a partnership with the Sport dans la Ville association. Since 2022, Natixis Foundation has expanded these programs through the support of young people supervised by the Unis-Cité, Sport dans la Ville and Télémaque associations, which work for equal opportunities and awareness of environmental protection among young people. Natixis Foundation organized face-to-face and remote coaching workshops to enable these young people to practice for job interviews. 2022 KEY EVENT The Young Talents de Sport dans la Ville program In September, 14 young people from the association’s Young Talents program took part in the second iteration of the VIE Forum in Paris. With the support of the Natixis Foundation and with the aim of helping them plan an international career, students from priority neighborhoods met representatives of Natixis and a dozen partner companies of the association to apply for positions in VIE after receiving coaching in English by our employees. In the United States, young people in the Young Talents program were also invited to the offices of our affiliate partner Harris Associates in Chicago, and spent time in New York at Natixis CIB Americas and in Boston at Natixis Investment Managers. Employees interacted with groups, with a focus on exploring various careers in Financial Services.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 479 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis Foundation In 2020, Natixis Foundation – corporate foundation was created. Natixis Foundation will thus support projects and actions of general interest that come under both environmental protection and solidarity, with a goal of lasting impact. Its raison d’être is to facilitate the commitment of all Natixis employees to a fair transition. In its first two years of operation, Natixis Foundation paid particular attention to selecting and implementing regional actions or projects, in France and abroad, with the support of Natixis employees. They got involved by proposing actions as part of the foundation’s first call for employee projects, voting for projects, and co-constructing them. In 2021 Natixis Foundation defined three priority areas of action: the professional integration of young people and education, the circular economy and biodiversity. Thus, in 2022, the Natixis Foundation supported the professional integration of young people through biodiversity protection missions, in partnership with the Unis-Cité association, through environmental protection awareness-raising missions in partnership with the associations Télémaque, Sport dans la Ville, Pour Un Sourire d’enfant and the make.org endowment foundation; helping the most disadvantaged while combating food waste, in partnership with the associations Linkee and Banco Alimentare; helping people with professional reintegration via the refurbishment of toys, in partnership with the Rejoué association, improving the quality of biodiversity in rural and mountain areas, in partnership with the Fondation Terre de Liens and with the Mountain Wilderness France association, research projects on water and plastic pollution coupled with the awareness-raising of young people of the association Expedition 7 e Continent. In line with the health challenges related to the COVID-19 crisis, two projects were selected by employees in December 2020 and are supported by the foundation: improving healthcare conditions in four rural African villages through equipment producing water and solar energy, in partnership with the NGO Électriciens Sans Frontières, and the construction and rehabilitation of wells in rural communities in Liberia, in partnership with the NGO Action contre la Faim. In fact, access to water improves hygiene conditions and practices (including barrier gestures) in rural communities and promotes the development of local agriculture. Solidarity week In November 2022, the Company organized for the first time a global week dedicated to solidarity engagement with its employees all over the world. Natixis employees were able to mobilize for causes such as the fight against exclusion, protection of the environment, support for education and young people, support for health and people with disabilities, and environmental protection. 2022 KEY EVENT Natixis Solidarity Days After the success of the pilot operation launched in 2021, Natixis extended its solidarity days program with a solidarity day offered by the Company. In France, more than 250 employees spent a day holding various workshops in around twenty associations, and a toy collection was organized for the benefit of the Rejoué association. In addition, solidarity days were organized in many international locations, for example in London and Boston. Solidarity team building In 2022, Natixis launched a solidarity team-building pilot scheme, bringing employees together as a team within an association with financial support from the Natixis Foundation, carrying out useful activities in relation to disadvantaged people. Teams were welcomed by the Rejoué association, which thanks to the work of people in integration schemes gives toys new life, Parti Poétique, which develops activities around the themes of Nature-Culture-Food in an urban farm in Saint-Denis near Paris, and provides food aid to the most vulnerable local residents, and lastly the Télémaque association, which connects Natixis employees and young people from disadvantaged neighborhoods in relation to a treasure hunt on biodiversity. International humanitarian aid Faced with the unprecedented situation in Ukraine, the principle of a Group-wide solidarity initiative was announced for the benefit of civilians affected by the conflict. Natixis contributed €1 million, of which €250,000 was contributed by the Natixis Foundation. Thanks to the joint effort of all Groupe BPCE companies, nearly €5 million will be donated to the French Red Cross. International solidarity In all its international offices, Natixis establishes partnerships with general-interest associations and mobilizes employees support for solidarity-based projects. In 2022, several initiatives were created and once again, there was considerable mobilization. In the EMEA region: In Milan, the branch continued to support the Dynamo Camp association for disabled children and the Banco Alimentare, for which around fifteen volunteers dedicated an entire day to sorting food and preparing parcels to distribute to people in need. In addition, a second-hand collection was organized for Humana people to people and 106 kilos of clothes were donated.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Human Resources management and employee commitment 480 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In Madrid, around thirty employees, whose contributions are supplemented by the Company, make monthly donations to the food bank, Economato. In Porto, a multitude of actions were organized in 2022 alongside several local charities and international NGOs. The team organized fundraising campaigns and time donations, such as mentoring for young people, collecting and distributing meals and making Christmas kits. The Porto subsidiary also took part in Solidarity Week at Natixis in November with donations of various products distributed to five associations. In Dubai, two actions were carried out: a donation of employee toys to the Emirates Red Crescent and 300 Iftar meals distributed at Labor Camp during Ramadan. Within the North and South America platform partnerships that began several years ago were also continued: In New York, several local and international associations are supported through financial donations or employee mobilization actions. In Boston, as part of the annual “Natixis Employees Giving Campaign”, Natixis supports its employees’ initiatives by organizing two weeks of fundraising for various charities supported by Natixis Investment Managers and its affiliates. 70% of employees took part in this operation, thanks to which more than US$490,000 was donated to the associations supported. In addition, in 2022, a fundraising campaign was conducted in support of Ukraine. Employee mobilization actions were also offered, for example with the Winthrop and Sport dans la Ville associations Finally in the Asia-Pacific region, Natixis continues to develop its contribution to solidarity operations and to mobilize employees from various locations. It renewed its partnership with the association PSE (Pour un Sourire d’enfant) with a new multi-party three-year contract to support the creation of an eco school with Natixis Foundation, Natixis CIB and Natixis Investment Managers. In Japan, a new partnership was launched with HandsOn Tokyo and finally in Singapore, a fundraising campaign with a matching company contribution was carried out to support the One Million Tree association.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Reporting frameworks and methodology 481 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Reporting frameworks 7.6 and methodology The information in this document covers the 2022 fiscal year. The reporting period considered is one full calendar year, running from January 1 to December 31. Environmental information relating to the direct impact of Natixis relates to the scope of Natixis France, with the exception of certain information collected from international locations. Social information covers the Natixis scope managed in France and internationally, with the exception of the presentation of the Natixis Worldwide headcount, which is presented in the accounting consolidation scope. The managed scope covers all of Natixis and its subsidiaries around the world whose HR information systems contain data on employees by name. This headcount forms the basis of the HR indicators for ESR. This scope excludes Financial investments. The list of entities in this scope is presented below. Outside France, the inclusion of entities depends on the relevance of indicators with respect to social and environmental regulations and their ability to integrate monitoring tools or deliver information. Indicators are broken down by geographic area. The Natixis Worldwide (number of permanent and fixed-term contracts) scope covers all of Natixis and its subsidiaries around the world, including Financial investments and entities within the accounting consolidation scope (Natixis Algérie). The following changes in scope took place in 2022: In the managed scope : V Newly consolidated entities: V Corporate & Investment Banking division : V Natixis Asia Limited Seoul Branch (15 employees as at V 31/12/2022). Natixis Chile Rep Office (1 employee as at 31/12/2022). V Asset & Wealth Management division : V AEW Europe LLP Spanish Branch (5 employees as at V 31/12/2022). Mirova SunFunder East Africa Limited (18 employees as at V 31/12/2022). Mirova SunFunder East Asia Limited (1 employee as at V 31/12/2022). Mirova SunFunder Inc. (1 employee as at 31/12/2022). V MV Credit SARL (18 employees as at 31/12/2022). V Exit from the scope of the following entities: V Corporate & Investment Banking division : V NONE V Asset & Wealth Management division : V Alliance Entreprendre: business transfer and merger with V Naxicap Partners on 01/04/2022. Mirova Natural Capital Brazil: exit from the managed scope on V 01/09/2022. Vauban Infrastructure Partners: exit from the managed scope V on 01/05/2022. Vauban Infrastructure Luxembourg SARL: exit from the V managed scope on 01/05/2022. Methodological notes on indicators HEADCOUNT The headcount includes all employees who have an active employment contract with a Natixis legal entity (managed scope). Interns, apprentices and beneficiaries of a VIE (International Volunteer Program) assignment are not considered. Expatriates and seconded employees are accounted for in their entity of origin. In general, headcount is expressed in number of contracts, unless otherwise indicated in the case of FTE (in which case this indication would be specified). Hires include external recruitment to positions with permanent employment contracts or fixed-term employment contracts, the conversion of all other types of contracts (work-study placements, internships, VIE, etc.) into permanent employment contracts or fixed-term employment contracts, and conversions of fixed-term employment contracts into permanent employment contracts. Departures include external departures of employees with permanent employment contracts or fixed-term employment contracts and conversions from fixed-term employment contracts to permanent employment contracts. The following changes were made to the calculation methods in order to align the indicators published in this document with those used to monitor Natixis’ Human Resources policies: departures to Groupe BPCE or new arrivals from Groupe BPCE are no more recognized as external recruitments or departures, but as mobility. Contractual terminations under are taken into account and recognized in redundancies. Mobility includes changes of functions, changes of assignment, changes of assignment and function, to which have been added expatriations and made available, and transfers from Groupe BPCE. The Leadership circles have been redefined to take into account the new organization. This was the subject of a decision by the Senior Management Committee on March 10, 2022. These positions meet a certain number of criteria (hierarchical, for example) and only concern employees on permanent contracts within a Natixis Worldwide scope. The ratio is calculated as the number of women in a Leadership circle divided by the number of Ambassadors Leaders positions, excluding vacant positions.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Reporting frameworks and methodology 482 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 THE CARBON FOOTPRINT To calculate the carbon footprint, Natixis uses a tool made available to all Groupe BPCE entities. This tool was designed on the basis of ADEME’s Bilan Carbone® methodology (and is also compatible with most international methodologies). Details of the methodology are provided in a carbon footprint assessment guide distributed to users by Groupe BPCE. Reporting scope: the scope covered is Natixis and its subsidiaries in France. Reporting period: The published data cover the period from January 1 to December 31, 2022. If the data are not exhaustive for the period, it is possible to carry out calculations on the order of magnitude, depending on the FTE and/or the surface area occupied. Clarification concerning the unit: Greenhouse gas (GHG) emissions are measured in kgCO 2 e (kilograms of CO 2 equivalent) and its multiples (tons, grams). This means that all GHGs (including non-CO 2 emissions) are converted and expressed in a single unit, the kg (or ton) of CO 2 equivalent. In calculating the carbon footprint per FTE, FTEs are the average headcount over the year of employees on permanent and fixed-term contracts, within the managed scope. Calculation principle: Emissions are estimated by calculation, from so-called activity data (e.g. energy consumed, number of km traveled, €k of purchases, etc.) and emission factors according to the formula: activity data * emission factors = GHG emissions. Emission factors: Emission factors (EF) are ratios used to estimate the amount of greenhouse gases emitted based on each activity data. These ratios are based on market approaches that induce a degree of uncertainty, which can represent up to 60%. Examples: The EF of electricity (in kgCO2e/kWh) is used to calculate the V quantity of GHG emitted/kWh of electricity consumed. The EF of paper (in kgCO2e/ton) is used to calculate the quantity V of GHG emitted/ton of paper consumed. All the emission factors available in Groupe BPCE’s GHG assessment tool are regularly updated in order to be consistent with the extraction of data from the ADEME carbon database. It should be noted that expenses for “Financial information on market activities” (Bloomberg, PII, etc.) are classified as “intellectual services” and that travel agency fees are not taken into account in expenses. Emission scopes: The carbon footprint produced covers three scopes of emissions: Scope 1: the entity’s direct emissions, generated by the V combustion of fossil fuels (oil, gas, fuel oil) in buildings or vehicles controlled by the company Scope 2: indirect emissions generated by the purchase or V production of electricity, heat (steam) or cooling. Scope 3: all other indirect emissions of the entity, generated by V purchases, travel (business, home-work, clients and visitors), waste, freight services, upstream energy, etc.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Reporting frameworks and methodology 483 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 List of subsidiaries included in the ESR reporting framework Natixis France (managed scope) Division Business line Company Asset & Wealth Management Private Equity Flexstone Partners SAS Naxicap Partners Seventure Partners MV CREDIT SARL Asset Management Mirova Natixis Investment Managers Natixis Investment Managers International Natixis Investment Managers P1 Natixis TradEx Solutions Ostrum Asset Management Seeyond Thematics Asset Management MV CREDIT SARL Real Estate Asset Management AEW Wealth Management Natixis Wealth Management TEORA VEGA Investment Managers Social Engineering Natixis Interépargne MAD NSA employees – AWM division subsidiaries Natixis S.A. Corporate & Investment Banking Natixis S.A. Natixis Coficiné Mediastone Partners GFS Head Office Natixis S.A. Natixis International (managed scope) Division Business line Company Asset & Wealth Management Private Equity Flexstone Partners SARL Asset Management Mirova Luxembourg SAS Mirova Sweden Branch Mirova US Natixis IM Australia Pty Limited Natixis IM Beijing Natixis IM Hong Kong Limited Natixis IM International, LLC Natixis IM LUX Natixis IM Mexico, S. de R.L. de C.V Natixis IM Middle East, a branch of Natixis IM UK Limited Natixis IM S.A. Oficina de Representación (Colombia) Natixis IM S.A., Korea Representative Office Natixis IM S.A., Zweigniederlassung Deutschland Natixis IM Securities Investment Consulting (Taipei) Co., Ltd. Natixis IM UK Limited Natixis IM Uruguay S.A. Natixis IM, Switzerland Sàrl, Geneva Natixis Investment Managers International Hong Kong Limited Natixis Investment Managers Japan Co., Ltd. Natixis Investment Managers Singapore Limited Natixis Investment Managers, LLC Mirova SunFunder East Africa Limited Mirova SunFunder East Asia Limited Mirova SunFunder Inc. Mirova UK Natixis Investment Managers International, Dutch branch Natixis Investment Managers, Nordics filial
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Reporting frameworks and methodology 484 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Division Division Business line Business line Company Company Asset & Wealth Management Asset Management Natixis Investment Managers International, Succ en España Natixis Investment Managers International, succ Italiana Real Estate Asset Management AEW Central Europe/Czech Republic AEW Central Europe Sp z o o AEW Europe Global LUX AEW Europe Italian Branch AEW Europe LLP AEW Europe SARL AEW Invest GmbH AEW Dutch Branch AEW Europe LLP Spanish Branch AEW UK Investment Management LLP Wealth Management Natixis Wealth Management Luxembourg Natixis Porto NATIXIS - SUCURSAL EM PORTUGAL Corporate & Investment Banking Natixis – Singapore – DBU Natixis Australia Proprietary Limited Natixis Bangkok Representative Office Natixis Beijing Branch Natixis Belgique Investissements S.A. Natixis S.A. Brazil Banco Múltiplo Natixis Buenos Aires Representative Office Natixis Canada Branch Natixis Chile Rep Office Natixis Colombia Representative Office Natixis Dubai Branch Natixis Frankfurt Branch Natixis Hong Kong Branch Natixis Jakarta Representative Office Natixis Japan Securities Co., Ltd. Natixis Labuan Branch Natixis Lima Representative Office Natixis London Branch Natixis Madrid Branch Natixis Mexico Representative Office Natixis Milan Branch Natixis Moscow Bank (ZAO) Natixis Mumbai Representative Office Natixis New York Branch Natixis North America LLC Natixis Pfandbriefbank AG Natixis Saudi Arabia Invest Co. Natixis Shanghai Branch NATIXIS STRUCTURED ISSUANCE SA Natixis Taipei Branch Chamonix Partners Capital Management LLC Natixis Asia Limited Seoul Branch
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Moderate assurance report 485 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Moderate assurance report 7.7 by one of the Statutory Auditors on the verification of a selected social and environmental information as at December 31, 2022 For the attention of the Chief Executive Officer In our capacity as Statutory Auditors of Natixis S.A. (hereinafter the “Company”) and following the request made to us, we carried out a review to enable us to express a moderate assurance on the environmental and social information selected by the Company and presented in Section 7 “Environmental and social responsibility report for 2022” of the universal registration document prepared for the fiscal year ended December 31, 2022, i.e.: Natixis’ carbon footprint assessment for the France scope as of V December 31, 2022 expressed in tons of CO 2 equivalent per average Full-Time Equivalent (FTE); Natixis’ headcount worldwide as of December 31, 2022 in number V of contracts for employees on fixed-term and permanent employment contracts; Total hires and departures in 2022 in France for employees on V fixed-term and permanent employment contracts; Percentage of women represented in Natixis’ “Ambassador V Leaders” circle as of December 31, 2022; Number of training hours per employees on permanent and V fixed-term employment contracts trained in France in 2022; Percentage of employees on permanent employment contracts in V France benefiting from a remote working agreement at December 31, 2022. (hereinafter “the Information”) This Information has been prepared in accordance with the methodology used by the Company (hereinafter the “Guidelines”), the significant elements of which are presented in Section 7.6 “Reporting frameworks and methodology” of the universal registration document for the fiscal year ended December 31, 2022 and are prepared as part of a voluntary process by the Company. Our assurance engagement does not extend to information relating to prior or subsequent periods or to any other information, in particular qualitative information, published in the Company’s universal registration document, nor to other disclosures related to the non-financial data. Conclusion of moderate assurance Based on the procedures we have implemented, as described in the section entitled “Nature and scope of the work”, and the information we have collected, we have not identified any significant anomaly that would call into question the fact that the Information has been prepared in accordance with the Guidelines, in all material aspects. We do not express any assurance on information relating to prior periods, subsequent periods or any other information appearing in the Company’s universal registration document or any other disclosures related to the non-financial data. We also point out that it is not our responsibility to verify and carry out procedures, and in this respect do not express any assurance concerning: compliance with environmental regulations in France and abroad V by the Company and its subsidiaries; the identification or assessment of current or future environmental V liabilities and environmental risks. Preparation of Information The absence of a generally accepted and commonly used reference framework or established practices on which to evaluate and measure the Information allows the use of different but acceptable measurement techniques that may affect comparability between entities and in the time. Consequently, the Information must be read and understood with reference to the Guidelines, the significant elements of which are presented in Section 7.6 of the universal registration document and available on the website or on request at the Company’s registered office.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Moderate assurance report 486 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Limitations inherent in the preparation of the Information The Information may be subject to uncertainty inherent to the state of scientific or economic knowledge and the quality of the external data used. Some data are sensitive to the methodological options, assumptions or estimates used in their preparation and presented in Section 7 of the universal registration document. Company’s responsibility The Company’s management is responsible for: selecting or establishing appropriate criteria and procedures to V prepare the Guidelines; preparing the Information in accordance with the Guidelines; V putting in place the internal controls that it deems necessary for V the preparation of information that does not contain significant anomalies, whether these are due to fraud or error. Statutory Auditor’s responsibility The conclusion expressed in this report relates only to the Information and not to the whole of Section 7 of the universal registration document. We are responsible for: planning and carrying out the engagement in order to obtain a V moderate assurance as to the absence of material misstatements in the Information, whether due to fraud or error; expressing an independent conclusion, based on the procedures V we have implemented and the audit evidence we have collected; and communicating our conclusion of moderate assurance to the V Company’s Chief Executive Officer. As it is our responsibility to form an independent conclusion on the Information as prepared by the Company, we are not authorized to be involved in the preparation of such Information, as this could compromise our independence. Applicable professional standards We performed a moderate assurance engagement in accordance with ISAE 3000 (revised) “Assurance engagements other than audits or reviews of historical financial information” published by the International Auditing and Assurance Standards Board (IAASB). Independence and quality control Our independence is defined in the provisions of Article L.822-11 of the French Commercial Code and in our Code of Ethics. We have also complied with the requirements of the Code of Ethics for Professional Accountants published by the International Ethics Standards Board for Accountants (IESBA Code), which are based on the fundamental principles of integrity, objectivity, professional competence and due diligence of confidentiality and professional conduct. In addition, we apply the ISQM1 - International Standard on Quality Management and have thus set up a quality control framework that includes documented policies and procedures to ensure compliance with legal and regulatory texts, ethical rules and professional standards. Our work was carried out by an independent and multidisciplinary team including specialists in social, environmental and societal information. We are solely responsible for the conclusion of our insurance. Nature and scope of the work It is our responsibility to plan and carry out our work to cover the non-financial information covered by this report that may contain material misstatements. The work performed is based on our professional judgment. As part of our mission of moderate assurance on the Information, we have: assessed the appropriateness of the Guidelines with regard to their V relevance, completeness, reliability, neutrality and comprehensibility; verified the implementation of a process for the collection, V compilation, processing and control aimed at ensuring the completeness and consistency of the Information; conducted interviews with the relevant departments at the V Company’s head office and with a selection of contributing entities in order to analyze the deployment and application of the Guidelines; implemented analytical procedures to verify the calculations made V and the correct consolidation of the data collected and the consistency of their changes; carried out detailed tests on the basis of surveys or other means of V selection, consisting of verifying the correct application of definitions and procedures and reconciling the data with the supporting documents. This work was carried out on a selection of contributing entities (1) covering between 44% and 83% of the consolidated data selected for these tests. Loomys & Sayles, Mirova SunFunder East Africa Limited, Natixis Algérie, Natixis Interépargne, Natixis Investment Managers, Natixis Japan Securities Co. Ltd., Natixis Shanghai (1) Branch, Natixis S.A., VEGA Investment Managers, depending on the tested data.
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 Moderate assurance report 487 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The procedures carried out under moderate assurance are less in response to the risk assessment. As a result, the level of extensive than those required for reasonable assurance both with assurance obtained in a moderate assurance engagement is less regard to the risk assessment procedures, including the than the assurance that would have been obtained had it been a understanding of internal control, and the procedures implemented reasonable assurance engagement. Paris-La Défense, March 23, 2023 One of the Statutory Auditors, Mazars Emmanuel Dooseman Olivier Gatard
7 ACCOUNTABILITY REPORT ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 2022 488 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
8 489 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 LEGAL AND GENERAL INFORMATION Legal notices and practical 8.1 information relating to Natixis 490 Natixis bylaws 8.2 491 Distribution and change in 8.3 share capital and voting rights 496 Distribution of share capital 8.3.1 as of December 31, 2022 496 Distribution of share capital as 8.3.2 of February 28, 2023 497 Share capital as of March 1, 2023 8.3.3 497 Changes in the shareholder base 8.3.4 over the past three years 497 Changes in Natixis’ share capital 8.3.5 over the last five fiscal years 497 Other information concerning Natixis’ 8.3.6 share capital and securities 499 Potential authorized capital 8.3.7 499 Shareholder voting rights 8.3.8 501 Dividend distribution policy 8.3.9 501 Statutory Auditors’ special 8.4 report on related-party agreements 502 Combined General 8.5 Shareholders’ Meeting of 2023 509 Terms and conditions of attendance 8.5.1 by shareholders at General Shareholders’ Meetings 509 Combined General Shareholders’ 8.5.2 Meeting of May 23, 2023 - Agenda 509 Person responsible 8.6 for the universal registration document and the annual financial report 510 Statement of responsibility 8.7 for the universal registration document 510 Documents available 8.8 to the public 510 Cross-reference table 8.9 of the universal registration document 511
8 LEGAL AND GENERAL INFORMATION Legal notices and practical information relating to Natixis 490 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Legal notices and practical 8.1 information relating to Natixis Corporate name: NATIXISTrading name: NATIXIS The Company did not change its name or means of identification during the fiscal year. Address: 7 promenade Germaine Sablon - 75013 PARIS - FRANCERegistration No. (first page of the bylaws): 542 044 524 RCS PARIS, FRANCE Legal form: Joint stock company with a Board of DirectorsRegistration date: 30/07/1954 Term of the Company: until 09/11/2093 Corporate purpose (Article 2 of the bylaws): The corporate purpose, in France and elsewhere, comprises: the conduct of all banking business and related businesses as per the banking law; V the provision of all investment services as defined in the French Monetary and Financial Code; V the performance of the specific assignments entrusted by the French State in the economic and financial area, V in the framework of special agreements; the performance of all brokerage business; V the acquisition of interests in companies, groups or associations with a direct or indirect connection with the V activities referred to above; as well as the execution of all private and commercial transactions. V LEI: KX1WK48MPD4Y2NCUIZ63 Website: https://natixis.groupebpce.com Parent company: BPCE
8 LEGAL AND GENERAL INFORMATION Natixis bylaws 491 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis bylaws 8.2 These bylaws are up to date as of March 1, 2023. Natixis A joint stock company with a Board of Directors with share capital of €5,894,485,553.60. Registered office: 7 promenade Germaine Sablon - 75013 PARIS 542 044 524 RCS PARIS Chapter I: Form of the Company – Name – Registered office – Term – Corporate purpose Article 1 – Legal form – Name, registered office and term Natixis is a joint stock company (société anonyme) with a Board of Directors. It is governed by the regulations pertaining to commercial companies, by the provisions of the French Monetary and Financial Code (Code monétaire et financier) and by these bylaws. The name of the Company is “Natixis”. The Company’s registered office is in Paris (13th), 7 promenade Germaine Sablon. It may be transferred in France by simple decision of the Board of Directors, which must be ratified by the next Ordinary General Shareholders’ Meeting, and to any other place by decision of the Extraordinary General Shareholders’ Meeting. In the event of a transfer decided by the Board of Directors, it is authorized to amend the bylaws accordingly. The term of the Company, created on November 20, 1919, was increased to ninety-nine years beginning on November 9, 1994, unless it is extended or dissolved early. Article 2 – Corporate purpose The corporate purpose, in France and elsewhere, comprises: the conduct of all banking business and related businesses as per V the banking law; the provision of all investment services as defined in the French V Monetary and Financial Code; the performance of the specific assignments entrusted by the V French State in the economic and financial area, within the framework of special agreements; the performance of all brokerage transactions; V the acquisition of interests in companies, groups or associations V with a direct or indirect connection with the activities referred to above; and the execution of all private and commercial transactions. V Chapter II: Share capital – Shares – Payments Article 3 – Share capital The share capital is set at €5,894,485,553.60 divided into 3,684,053,471 fully paid-up shares of €1.60 each. Article 4 – Form and transfer of shares The Company’s shares must be in registered form. The shares are freely tradable. They are registered in share accounts and are transferred according to the terms provided for by law and regulations in force. The transfer of shares is made, with regard to third parties and the Company, by a transfer order signed by the transferor or its agent. The transfer is recorded in these registers. Article 5 – Indivisibility of shares The shares are indivisible from the Company’s perspective. Joint owners are required to be represented to the Company by a single person chosen among them or by a sole proxy. Article 6 – Rights and obligations attached to the shares Except for the rights which may be granted to preferred shares, if any were created, each share entitles its owner to a share in the ownership of the Company’s assets which is proportional to the number of shares issued. Shareholders shall be liable for losses only to the extent of their contributions to the Company’s share capital. The rights and obligations attached to a share follow it. Ownership of a share implies, by the operation of law, acceptance of the Company’s bylaws and of the resolutions voted by the General Shareholders’ Meeting. Article 7 – Modification of the capital The share capital may be increased, amortized or reduced by all procedures and according to all means authorized by law and regulations. The new shares subscribed will be paid-up according to the decisions voted by the General Shareholders’ Meeting or the Board of Directors. Failure to pay up the shares is sanctioned under the conditions stipulated by the regulations in force. Chapter III: Administration and control of the Company Section I: Board of Directors Article 8 – Structure of the Board of Directors The Company is managed by a Board of Directors, consisting of at least three (3) and no more than eighteen (18) directors, subject to the departures stipulated by law in the event of a merger. The directors are appointed by the Ordinary General Shareholders’ Meeting. However, the Board has the right, in the event of the vacancy of one or more seats, due to death or resignation, to appoint replacements temporarily, by co-option, each for the period remaining in their predecessor’s term, subject to ratification by the next General Shareholders’ Meeting. When it has been established, in accordance with the regulations in force, that the percentage of the capital owned by employee shareholders exceeds the threshold established by law, a director is appointed by the Ordinary General Shareholders’ Meeting from among the candidates designated for this purpose by the Supervisory Board of company collective investment fund(s). The director appointed in this capacity is not taken into account in calculating the maximum number of directors referred to in the first paragraph of this Article. The director appointed in this capacity sits on the Board of Directors and is entitled to vote. He or she is subject to the same rights and obligations as the Company’s other directors.
8 LEGAL AND GENERAL INFORMATION Natixis bylaws 492 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The number of directors who are over the age of 70 shall not exceed one-third of the number of directors in office. When this percentage is exceeded, the oldest of the directors leaves office at the end of the next Ordinary General Shareholders’ Meeting. Directors are appointed for a term of four (4) years. They may be re-elected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the past fiscal year, held the year during which his or her term expires. Article 9 – Chairman of the Board of Directors The Board of Directors elects a Chairman, who must be an individual, selected from among its members. The Chairman is elected for the duration of his term as director and may be re-elected. He determines the Chairman’s compensation. The Board of Directors may, on the proposal of the Chairman, elect one or more Vice-Chairpersons from among its members. The Chairman’s duties end at the latest at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the past fiscal year during which the Chairman reached the age of sixty-five. The Chairman is responsible for convening the Board of Directors. He organizes and conducts its work, on which he reports to the General Shareholders’ Meeting. He sees to the smooth operation of the Company’s bodies and makes sure in particular that the directors are able to perform their duties. Article 10 – Meetings of the Board of Directors The Board of Directors convenes as often as the Company’s 10.1 interests and legal and regulatory provisions so require, upon notice from its Chairman either at the registered office or at any other location indicated in the notice, which may be sent by email. The Board may also be convened by the Chairman at the request of at least one-third of the directors, or at the request of the Chief Executive Officer, on the basis of a specific agenda. The Chairman is bound by the requests made in this manner. The notice of meeting is made by any means; it may be verbal and without delay. Notices of meetings shall include the detailed agenda for the meeting. Prior to the meeting, and with sufficient notice, the directors must be given the information they need to make an informed decision. Board Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by the oldest director or by one of the Vice-Chairpersons, as the case may be. The Board of Directors may appoint a Secretary, who may or may not be selected from among its members. Decisions are taken by a majority of the members present or represented (or deemed to be present if videoconferencing is used). In the event of a tie, the vote of the Chairman of the meeting is the casting vote, except for the appointment of the Chairman of the Board of Directors. The Board may validly deliberate only if at least half of its members are present (or deemed present if videoconferencing is used). The Board of Directors establishes Internal Rules which may stipulate that, except for adopting decisions concerning the preparation of the annual financial statements and the management report as well as for preparing the consolidated financial statements and the Group’s management report, the directors who participate in the Board Meeting by videoconference or by using telecommunication means, under the conditions permitted or required by law and the regulations in force, are deemed present for calculating the quorum and the majority. Minutes of Board Meetings shall be prepared, and copies or extracts thereof shall be issued and certified in accordance with the law. In accordance with the regulations in force, certain decisions of 10.2 the Board of Directors may be taken by written consultation. The written consultation is sent by the Chairman of the Board of Directors or, at his or her request, by the Secretary of the Board of Directors to each director by any means of communication, including electronic, enabling proof of sending to be established. The author of the written consultation communicates to all the directors the agenda of the consultation, the text of the proposed deliberations, accompanied by the documents necessary for the vote, as well as the deadline for responding to the dispatch of said documents. This response time is assessed on a case-by-case basis by the author of the consultation depending on the decision to be made, the urgency or the reflection time required to express the vote. In the absence of a response within the time limit, the director is considered absent for the calculation of the quorum. Decisions may only be adopted if at least half of the directors have cast their vote, by any written means, including electronically, by a majority of the members participating in this consultation. The decisions thus taken are the subject of minutes, kept under the same conditions as the other decisions of the Board of Directors. The minutes are submitted for approval at the next meeting of the Board of Directors. The Secretary of the Board will record the status of the directors’ votes in the body of the minutes at the end of each of the proposed deliberations. Article 11 – Powers of the Board of Directors The Board of Directors determines the orientations of the 11.1 Company’s activity and sees to the implementation thereof, in accordance with its corporate interest, taking into account the environmental and social issues associated with its activity. Within the limits of the corporate purpose and the powers expressly granted by law or these bylaws to General Shareholders’ Meetings, the Board concerns itself with any matter relating to good business practice and governs the business of the Company through its deliberations. The Board of Directors performs the controls and checks it deems appropriate. The Chairman or the Chief Executive Officer is required to provide each director with all the documents and information necessary for the performance of their duties. On the proposal of its Chairman, the Board of Directors may decide to create Committees within the Board responsible for reviewing issues which the Board itself or its Chairman submits to them for their examination and opinion. It determines the structure and powers of these Committees, which conduct their activities under its responsibility.
8 LEGAL AND GENERAL INFORMATION Natixis bylaws 493 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 In addition to the operations referred to by law and the 11.2 regulations in force, the Internal Rules of the Board of Directors will determine the decisions which will be subject to the prior approval of the Board of Directors. The Board of Directors is qualified to decide or authorize the 11.3 issuing of bonds and all other financial instruments representing debt securities. The Board of Directors may delegate to any person of its choosing the necessary powers to complete, within a period of one year, the issue of such financial instruments and to draw up the procedures. The designated persons report to the Board of Directors under the conditions determined by the latter. Article 12 – Compensation of Board Members The General Shareholders’ Meeting may grant the directors a fixed annual sum as compensation for their activities. The Board of Directors distributes this amount freely among its members. The Board may also allocate special compensation to the directors in the cases and conditions provided by law. Section II: Senior Management Article 13 – Senior Management procedures The Company’s Senior Management is the responsibility of either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors bearing the title of Chief Executive Officer. The choice between these two methods of Senior Management is made by the Board of Directors under the conditions of quorum and majority referred to in Article 10. The shareholders and third parties are informed of this choice under the conditions defined by the legal and regulatory provisions in force. When the Company’s Senior Management is handled by the Chairman of the Board of Directors, the following provisions concerning the Chief Executive Officer will apply to the Chairman of the Board of Directors who will take on the title of Chairman and Chief Executive Officer. Article 14 – Chief Executive Officer The Board of Directors may appoint a Chief Executive Officer from among the directors or outside their ranks. The Chief Executive Officer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He or she exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved for General Shareholders’ Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules. He or she represents the Company in its relations with third parties. The Board of Directors determines the compensation and term in office of the Chief Executive Officer, which shall not exceed that of his or her term as director when he or she is a Board Member. The Chief Executive Officer may be dismissed by the Board of Directors at any time. The Board of Directors may limit the powers of the Chief Executive Officer. However, the limitation of these powers is not binding to third parties. The Chief Executive Officer may delegate a portion of his/her powers to any corporate officer of his/her choosing, with or without the option of substituting one for another. Article 15 – Deputy Chief Executive Officers On the proposal of the Chief Executive Officer, the Board of Directors may appoint one to five natural persons selected from among the directors or outside their ranks, in charge of assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief Executive Officers. They have the same powers with respect to third parties as the Chief Executive Officer. When a Deputy Chief Executive Officer is a director, his/her term in office shall not exceed his/her term on the Board. Deputy Chief Executive Officers may be dismissed at any time by the Board of Directors on the proposal of the Chief Executive Officer. The compensation of the Deputy Chief Executive Officer(s) is determined by the Board of Directors. Article 16 – Liability of corporate officers Corporate officers are liable vis-à-vis the Company or third parties, either for breaches of the legal or regulatory provisions governing joint stock companies, or for breaches of these bylaws, or for misconduct in their management, under the conditions and subject to the penalties stipulated by the laws in force. Section III: Control Article 17 – Non-voting members The Ordinary General Shareholders’ Meeting may appoint one or more non-voting members. Non-voting members are appointed for a term of four (4) years. A non-voting member’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the past fiscal year, held in the year during which his/her term expires. Non-voting members may be re-elected and may be dismissed by the General Shareholders’ Meeting. Non-voting members receive the same information as the directors, and are convened to all meetings of the Board of Directors. They sit on the Board of Directors in an advisory capacity. They may be appointed temporarily by the Board of Directors subject to the ratification by the next General Shareholders’ Meeting. They may receive compensation, the amount of which is determined by the Board of Directors. Article 18 – Statutory Auditors One or more Principal Statutory Auditors and, if applicable, one or more Deputy Statutory Auditors, are appointed by the Ordinary General Shareholders’ Meeting in accordance with the law. They are vested with the duties and powers conferred upon them by the laws in force. Chapter IV: General Shareholders’ Meetings Common provisions Article 19 – General Shareholders’ Meetings Shareholders’ decisions are taken at Ordinary or Extraordinary General Shareholders’ Meetings. Article 20 – Notices Meetings are convened by the Board of Directors or, failing this, under the conditions set by the regulations in force.
8 LEGAL AND GENERAL INFORMATION Natixis bylaws 494 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Article 21 – Admission to General Shareholders’ Meetings – Powers General Shareholders’ Meetings include all the shareholders whose securities have no outstanding payments due. The right to participate in General Shareholders’ Meetings is subject to registration of the shares in the registered share accounts held by the Company or in a shared electronic registration system on the second business day preceding the meeting at midnight, Paris time (D-2). Shareholders may always be represented at General Shareholders’ Meetings by another shareholder, by their spouse or by the partner with whom they have entered into a civil solidarity pact, under the conditions set by law and regulatory provisions. Shareholders may vote by post or by proxy in accordance with the legal and regulatory provisions in force. The Board of Directors may organize, under the conditions provided for by the law and the regulations in force, the participation and the vote of the shareholders in the meetings by videoconference or by means of telecommunication allowing their identification. If the Board of Directors decides to exercise this option for a given meeting, this decision shall be mentioned in the notice of meeting. Shareholders participating in meetings by videoconference or by any of the other means of telecommunication referred to above, depending on the choice of the Board of Directors, are deemed to be present for the calculation of the quorum and majority. The proxy or vote cast before the meeting by any telecommunications means identifying the shareholder, as well as the receipt that is issued for it, will be considered irrevocable written documents that are enforceable in all cases, with the stipulation that in the event of the disposal of shares before the second business day preceding the meeting at midnight, Paris time, the Company will, as a result, invalidate or change, depending on the case, the proxy or vote cast before that date and time. Article 22 – Agenda The agenda is drafted by the author of the notice of meeting. One or more shareholders, representing at least the required portion of the share capital and acting on the conditions and within the deadlines determined by law, are entitled to request, by registered mail with acknowledgment of receipt, or by email, the entry of draft resolutions onto the meeting’s agenda. Article 23 – Conduct of General Shareholders’ Meetings General Shareholders’ Meetings are chaired by the Chairman of the Board of Directors, or in the event of his absence, by one of Vice-Chairpersons, or by a director appointed by the General Shareholders’ Meeting. Scrutineers’ duties are performed by the two attending shareholders holding the highest number of shares who accept this position. A register of attendance is kept in accordance with the regulations in force. General Shareholders’ Meetings vote on the quorum and majority conditions stipulated by law. Article 24 – Voting rights The voting rights attached to shares are proportional to the percentage of capital they represent and each share gives the right to one vote. Article 25 – Minutes Decisions of the General Shareholders’ Meeting are recorded in minutes entered into a special register and signed by the officers of the meeting. Minutes are drafted and copies or extracts of proceedings are issued and certified in accordance with the regulations in force. Following the Company’s dissolution and during its liquidation, these copies or extracts are certified by one or more of the liquidators. Article 26 – Right to information All shareholders are entitled to receive, under the conditions and on the dates stipulated by law, the documents necessary to enable them to make an informed decision on the Company’s management and control. The nature of the documents and the terms and conditions for their dispatch or availability are determined by law and regulations. Ordinary General Shareholders’ Meetings Article 27 – Date of the meeting Shareholders are convened annually to an Ordinary General Shareholders’ Meeting by the Board of Directors, prior to the end of the fifth month following the close of the fiscal year, on the date, at the time and at the location stated in the notice of the meeting. Article 28 – Prerogatives The Ordinary General Shareholders’ Meeting, which must be held annually, hears the management report drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other reports stipulated in the regulations. It discusses, approves, rejects or adjusts the financial statements and determines the profit to be distributed. It appoints the directors, the non-voting members and the Statutory Auditors. It votes on all proposals entered onto the agenda. Extraordinary General Shareholders’ Meetings Article 29 – Prerogatives The Extraordinary General Shareholders’ Meeting may be convened at any time either by the Board of Directors or pursuant to any legal provision. It may amend any of the provisions of these bylaws. In particular, it can increase or reduce the share capital, extend the Company’s duration or decide its early dissolution. However, it cannot change the Company’s nationality or increase the shareholders’ commitments. Chapter V: Fiscal year – Parent company financial statements – Appropriation and distribution of earnings Article 30 – Fiscal year The Company’s fiscal year begins on January 1 and ends on December 31. Article 31 – Inventory – Annual financial statements Furthermore, at the end of each fiscal year, an inventory is drafted of the Company’s various assets and liabilities and accounting documents imposed by both the laws governing companies and by banking regulations. All these documents are placed at the disposal of the Statutory Auditors according to legal and regulatory provisions. Article 32 – Earnings for the fiscal year – Dividends From the earnings of each fiscal year, minus any losses carried forward as the case may be, at least 5% is levied to create the legal reserve. This levy ceases to be mandatory when said reserve reaches a sum equal to one-tenth of the share capital. It must be resumed when this reserve falls below one-tenth. The balance of the earnings constitutes, along with any retained earnings, the distributable profit of which the Ordinary General Shareholders’ Meeting disposes freely in the framework of the laws in force, and which it can carry forward, or place on reserve, or distribute partially or entirely, on the proposal of the Board of Directors.
8 LEGAL AND GENERAL INFORMATION Natixis bylaws 495 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The Ordinary General Shareholders’ Meeting may also decide to distribute sums levied from retained earnings or from the reserves at its disposal; in such case, the decision expressly references the reserve items from which the levies are made. The Ordinary General Shareholders’ Meeting may offer an option to the shareholders, for all or a part of the dividend distributed, between payment of the dividend in cash or in shares. In this second option, payment will take place through the allocation of Company shares in accordance with the applicable legal and regulatory provisions. Under the legal conditions in force, the Board of Directors may decide to pay interim dividends in cash or in shares. The General Shareholders’ Meeting - or the Board of Directors in the case of an interim dividend - may decide that all or part of the distribution of the dividend, interim dividends, reserves, premiums or retained earnings, will be carried out by delivery of assets in kind, including financial securities. In all cases, the General Shareholders’ Meeting may decide that rights forming fractional shares shall not be negotiable or transferable. In particular, it may be decided that, when the share of the distribution to which the shareholder is entitled does not correspond to a whole number of the unit of measurement used for the distribution, the shareholder will receive the whole number of the immediately-lower unit of measurement supplemented either by a cash payment or a right to a fraction of the unit of measurement transferable under the conditions provided for by the General Shareholders’ Meeting - or the Board of Directors in the event of an interim dividend. The annual dividends are paid at the dates established by the Board of Directors within a period of nine months following the close of the fiscal year. Chapter VI: Dissolution – Liquidation Article 33 – Shareholders’ equity below one-half of the share capital If, due to losses recognized in the accounting documents, the Company’s shareholders’ equity falls below one-half of the share capital, the Board of Directors is required, within four months following the approval of the financial statements having revealed these losses, to convene the Extraordinary General Shareholders’ Meeting in order to decide whether it is fitting to dissolve the Company early. Should the Board of Directors fail to convene the General Shareholders’ Meeting, the Statutory Auditors may do so. Article 34 – Dissolution – Liquidation At the Company’s expiry, or in the event of early dissolution, the General Shareholders’ Meeting determines the liquidation method, on the proposal of the Board of Directors and subject to the legal requirements in force, and appoints one or more liquidators whose powers it determines. Chapter VII: Disputes Article 35 – Disputes Any dispute arising among the shareholders concerning the performance of these bylaws shall be submitted to the courts having jurisdiction where the Company has its registered office.
8 LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights 496 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Distribution and change in share 8.3 capital and voting rights Distribution of share capital as of December 31, 2022 8.3.1 Share ownership table 8.3.1.1 As of December 31, 2022, Natixis’ main shareholders are as follows: % capital % voting rights BPCE 99.83% 99.90%* Employee shareholding** 0.10% 0.10% Treasury shares 0.07% 0.00% Free float 0.00% 0.00% The percentage of voting rights takes Natixis’ treasury shares into account. * Employee shareholding includes shares held by the beneficiaries (employees, executive corporate officers and former employees of the Company) under ** certain free share allocation plans that are subject to lock-up obligations or a fiscal holding period (as defined in Natixis’ response document filed with the AMF on April 15, 2021) at the closing date of the Offer. These locked-up shares were the subject of put and call options under liquidity agreements between the beneficiaries of the free share allocation plans and BPCE. Locked-up shares held by Laurent Mignon (Chairman of the Board of Directors until December 2, 2022) and for which a liquidity agreement has been concluded with BPCE, are also recorded in the “Employee shareholding” section. Treasury shares held by Natixis 8.3.1.2 Given the squeeze-out on July 21, 2021 carried out by BPCE on the Natixis shares not held by BPCE and the delisting of Natixis shares from the regulated market of Euronext Paris on the same day, the Natixis share buyback program ended. In this respect, the liquidity contract with Oddo BHF was terminated on July 9, 2021, prior to the squeeze-out. As the allocation of treasury shares to liquidity agreement has now lost its purpose, the Board of Directors proposed, at its meeting of August 3, 2021, to reallocate these shares to a new objective: the coverage of free share plans granted to employees and executive directors whose rights are currently vesting. This new objective is in line with the objectives approved by the Natixis General Shareholders’ Meeting of May 28, 2021 and in the framework of the regulations applicable to the share buyback program in unlisted companies. The Board’s decision to reallocate treasury shares was ratified by the Combined General Shareholders’ Meeting of March 22, 2022. At December 31, 2022, Natixis held 2,461,581 of its own shares, or 0.07% of its share capital. In accordance with the regulations in force, these shares have no dividend rights or voting rights. During the 2022 fiscal year, Natixis did not carry out any treasury share buyback transactions. With regard to the buyback program implemented during the 2021 fiscal year and now inapplicable, (i) the description of the said program is set out in section 8.3.9 of the 2021 universal registration document. Employee shareholding 8.3.1.3 As of December 31, 2022, the percentage of share capital held by employees was 0.10%. Employee shareholding includes shares held by the beneficiaries (employees, executive corporate officers and former employees of the Company) under certain free share allocation plans that are subject to lock-up obligations or a fiscal holding period (as defined in Natixis’ response document filed with the AMF on April 15, 2021) at the closing date of the simplified public exchange offer initiated by BPCE on February 9, 2021 on Natixis securities. These shares were covered by liquidity agreements concluded between the beneficiaries and BPCE, in order to guarantee the liquidity of the free shares, in the interests of shareholders. As such, BPCE has granted each beneficiary a firm and irrevocable promise to purchase followed by a firm and irrevocable promise to sell by the concerned beneficiary for all free shares in the process of vesting or not available under the conditions provided for by the liquidity agreement (as detailed in Natixis’ response document filed with the AMF on April 15, 2021). BPCE will eventually become the owner of the concerned free shares as of their respective availability date.
8 LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights 497 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Share ownership by members of management and supervisory bodies 8.3.1.4 The holding of Natixis shares by directors and corporate officers, whether natural persons or legal entities, is not material. Distribution of share capital as of February 28, 2023 8.3.2 According to the Prospectus Regulation, as of February 28, 2023, Natixis’ main shareholders were as follows: % capital % voting rights BPCE 99.84% 99.91%* Employee shareholding** 0.09% 0.09% Treasury shares 0,07% 0.00% Free float 0.00% 0.00% The percentage of voting rights takes Natixis’ treasury shares into account. * Employee shareholding includes shares held by the beneficiaries (employees, executive corporate officers and former employees of the Company) under ** certain free share allocation plans that are subject to lock-up obligations or a fiscal holding period (as defined in Natixis’ response document filed with the AMF on April 15, 2021) at the closing date of the Offer. These locked-up shares were the subject of put and call options under liquidity agreements between the beneficiaries of the free share allocation plans and BPCE. Locked-up shares held by Laurent Mignon (Chairman of the Board of Directors until December 2, 2022) and for which a liquidity agreement has been concluded with BPCE, are also recorded in the “Employee shareholding” section. Share capital as of March 1, 2023 8.3.3 The share capital amounts to €5,894,485,553.60 as of March 1, 2023, divided into 3,684,053,471 fully paid-up shares of €1.60 each. Changes in the shareholder base over the past three years 8.3.4 The table below shows changes in the Company’s share capital over the last three fiscal years. 31/12/2022 31/12/2021 31/12/2020 Number of shares % capital % voting rights Number of shares % capital % voting rights Number of shares % capital % voting rights BPCE 3,677,965,192 99.83% 99.90% 3,150,897,741 99.78% 99.86% 2,227,221,174 70.57% 70.66% Employee shareholding 3,626,698 0.10% 0.10% 4,599,009 0.14% 0.14% 97,166,403 3.08% 3.08% Treasury shares 2,461,581 0.07% 0.00% 2,461,581 0.08% 0.08% 4,014,663 0.13% 0.00% Free float 0 0.00% 0.00% 0 0.00% 0.00% 827,549,262 26.22% 26.26% Changes in Natixis’ share capital over the last five fiscal 8.3.5 years The table below shows changes in the Company’s share capital over the last five fiscal years. Number of shares at the start of the fiscal year Number of shares created during the fiscal year Number of shares at the end of the fiscal year Share capital (in euros) 2018 3,137,360,238 12,928,354 3,150,288,592 5,040,461,747.20 2019 3,150,288,592 2,789,890 3,153,078,482 5,044,925,571.20 2020 3,153,078,482 2,873,020 3,155,951,502 5,049,522,403.20 2021 3,155,951,502 2,006,829 3,157,958,331 5,052,733,329.60 2022 3,157,958,331 526,095,140 3,684,053,471 5,894,485,553.60
8 LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights 498 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The table below gives details on the value of share premiums for each corporate action. Fiscal year Heading Number of shares Share capital (in euros) Share premium on capital increases (in euros) 2013 As of January 1 3,086,214,794 4,937,943,670.40 Free share allocations 5,640,766 9,025,226 Shares issued in respect of the capital increase reserved for employees 8,439,630 13,503,408 10,127,556 As of December 31 3,100,295,190 4,960,472,304.00 2014 As of January 1 3,100,295,190 4,960,472,304.00 Free share allocations 6,261,106 10,017,769.60 Shares issued in respect of the capital increase reserved for employees 9,951,325 15,922,120 24,291,184.33 As of December 31 3,116,507,621 4,986,412,193.60 2015 As of January 1 3,116,507,621 4,986,412,193.60 Free share allocations 3,114,520 4,983,232 Shares issued in respect of the capital increase reserved for employees 8,505,624 13,608,998.40 31,428,280.68 As of December 31 3,128,127,765 5,005,004,424 2016 As of January 1 3,128,127,765 5,005,004,424 Free share allocations 957,368 1,531,788.80 Shares issued in respect of the capital increase reserved for employees 7,989,447 12,783,115.20 13,390,313.18 As of December 31 3,137,074,580 5,019,319,328 2017 As of January 1 3,137,074,580 5,019,319,328 Free share allocations 285,658 457,052.80 As of December 31 3,137,360,238 5,019,776,380.80 2018 As of January 1 3,137,360,238 5,019,776,380.80 Free share allocations 945,549 1,512,878.40 Shares issued in respect of the capital increase reserved for employees 11,982,805 19,172,488 40,765,502.61 As of December 31 3,150,288,592 5,040,461,747.20 2019 As of January 1 3,150,288,592 5,040,461,747.20 Free share allocations 2,789,890 4,463,824 As of December 31 3,153,078,482 5,044,925,571.20 2020 As of January 1 3,153,078,482 5,044,925,571.20 Free share allocations 2,873,020 4,596,832 As of December 31 3,155,951,502 5,049,522,403.20 2021 As of January 1 3,155,951,502 5,049,522,403.20 Free share allocations 2,006,829 3,210,926,40 As of December 31 3,157,958,331 5,052,733,329.60 2022 As of January 1 3,157,958,331 5,052,733,329.60 Free share allocations 2,743,346 4,389,353.60 Shares issued in respect of the capital increase reserved for employees 523,351,794 837,362,870.40 As of December 31 3,684,053,471 5,894,485,553.60
8 LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights 499 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Other information concerning Natixis’ share capital 8.3.6 and securities Form and transfer of shares (Chapter II, Article 4 of the bylaws) The shares of the Company are in registered form. They are registered in share accounts and are transferred according to the terms provided for by law and regulations. Securities not conferring rights to the share capital On November 25, 1985, Banque Française du Commerce Extérieur, Natixis’ predecessor, issued 140,000 non-voting shares with a par value of FRF 5,000 (€762.25). The coupon is payable annually on November 25. Redemptions are at the initiative of the borrower. As of December 31, 2022, 46,438 non-voting shares were outstanding. Stock subscription option No stock options were granted by the Company in fiscal years 2009 to 2022. Natural or legal persons exercising or potentially exercising control over Natixis As the main shareholder of Natixis, BPCE assumes the responsibilities provided for by banking regulations. The application of the Afep-Medef corporate governance code rules and the rules set out for members of the Board of Directors prevent the risk of abusive exercise of control. Other information on the capital In fiscal year 2022, Natixis did not pledge any of its shares. Potential authorized capital 8.3.7 Current delegations and financial authorizations and use by the Board of Directors As of the date of this document, the Board of Directors of the Company has the following delegations and financial authorizations granted to it by the General Shareholders’ Meeting. Date of GM Resolution No. Purpose of authorization Amount authorized Duration Date used Amount used 28/05/2021 20 To reduce share capital by canceling treasury shares 10% of the share capital 26 months None None 28/05/2021 24 To issue shares and/or securities that give access to the capital of the Company or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving capital stock or securities that give access to capital, with cancelation of preferential subscription rights 10% of the share capital (a) 26 months None None 28/05/2021 26 To increase the number of securities to be issued in the event of capital increases with or with cancelation of preferential subscription rights 15% of the initial issue (b) 26 months None None 22/03/2022 13 To increase the share capital by issuing shares and/or securities that give access to the capital of the Company or entitle holders to the allotment of debt securities, with preferential subscription rights maintained €1bn (c) 26 months None None 22/03/2022 14 To increase the share capital by issuing shares with cancelation of preferential subscription rights €500m (c) (d) 18 months None None 22/03/2022 16 To increase the share capital through the capitalization of reserves, retained earnings, share premiums or other items €1bn (c) (d) 26 months None None Amount deducted from the overall ceiling set in resolution No. 21 of the General Shareholders’ Meeting of May 28, 2021 (€1.5 billion) and the ceiling decided (a) in resolution No. 22 of said General Shareholders’ Meeting (€500 million). Amount deducted from the ceiling set in resolution No. 21 of the General Shareholders’ Meeting of May 28, 2021 (€1.5 billion). For each issue, ceiling equal (b) to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue). Maximum nominal amount. (c) Amount deducted from the overall ceiling set in resolution No. 13 of the General Shareholders’ Meeting of March 22, 2022 (€1 billion). (d)
8 LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights 500 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Special report on transactions carried out in under the provisions of Articles L.225-197-1 to L.225-197-3 of the French Commercial Code during the fiscal year 2022 In accordance with the provisions of Article L.225-197-4 of the French Commercial Code, the transactions carried out pursuant to Articles L.225-197-1 to L.225-197-3 on free shares for employees and corporate officers of the Company are described in this report. No free shares were allocated in 2022. The items below are provided for additional information. Free shares in vesting period The table below details the free shares granted during the vesting period in previous years. Date of GM 24/05/2016 (20 th resolution) 24/05/2016 (20 th resolution) 28/05/2019 (25 th resolution) Date of Board of Directors’ meeting (grant date) 13/04/2018 12/04/2019 10/04/2020 Total number of shares granted (a) 3,389,678 2,600,406 3,598,382 Vesting date (definitive allocation) (b) 01/03/2020 (c) 01/03/2021 13/04/2021 13/04/2023 01/03/2021 (c) 01/03/2022 01/03/2022 (c) 01/03/2023 Details of the shares allocated to executive corporate officers are provided in section 2.3.5 (AMF table No. 10). (a) Subject to compliance with the presence and performance conditions defined in the plan regulations. (b) Scheduling of the shares’ vesting for beneficiaries. (c) Free shares in the holding period delivered during the fiscal year 2022 The information below details the free shares in the holding period following the definitive acquisition of the shares by the beneficiaries recorded during fiscal year 2022 by decision of the Chief Executive Officer. Pursuant to the authorization granted by the Combined General V Shareholders’ Meeting of May 24, 2016 in its 20 th resolution, the Board of Directors decided, at its April 12, 2019 meeting, to award a total of 2,600,406 bonus shares to certain employees of Natixis and its subsidiaries, and to the corporate officer of Natixis in respect of the 2019 Plan. The vesting period for the last tranche of this award expired on March 1, 2022. Pursuant to the authorization granted by the Combined General Shareholders’ Meeting of May 28, 2019 in its 25 th resolution, the Board of Directors decided at its April 10, 2020 meeting to award a total of 3,598,382 bonus shares to certain employees of Natixis and its subsidiaries, and to the corporate officer of Natixis in respect of the 2020 Plan. The vesting period for the first tranche of this award also expired on March 1, 2022. As a result, by decision of March 1, 2022, the Chief Executive Officer, by virtue of the powers granted to him by the Board of Directors, acknowledged the share capital increase by capitalization of reserves in the amount of €2,577,505.60 via the issue of 1,610,941 new shares with a par value of €1.60 each in respect of the 2019 Plan, and in the amount of €1,811,848.00 via the issue of 1,132,405 new shares with a par value of €1.60 each in respect of the 2020 Plan, thereby increasing the Company’s share capital from €5,052,733,329.60 to €5,057,122,683.20.
8 LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights 501 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Shareholder voting rights 8.3.8 None of the Company’s shareholders holds different voting rights. In accordance with Article 24 of the Company’s bylaws, the voting rights attached to shares are proportional to the percentage of capital they represent and each share gives the right to one vote. Dividend distribution policy 8.3.9 In 2021, the European Central Bank lifted the restrictions it had placed on the distribution of dividends. With the exception of fiscal years 2019 and 2020, the Company has, in recent years, distributed a dividend representing more than 50% of net income Group share. For fiscal year 2020, given the limitations imposed by the supervisor, in this case compliance with the limit of 20 basis points of the CET 1 ratio as at December 31, 2020, the Board of Directors proposed to the General Shareholders’ Meeting of May 28, 2021 the distribution of a dividend of six cents per share, representing the amount of €189,329,805 for fiscal year 2020. The General Shareholders’ Meeting of May 24, 2022 approved the distribution of a dividend of 25 cents per share representing an amount of €920,397,972.00 for the 2021 fiscal year. For the fiscal year 2022, considering the financial situation and outlook of Natixis and subject to: the existence of a distributable profit at the closing date of the i. 2022 financial statements; Natixis’ compliance with its regulatory ratios, taking this ii. distribution into account; and obtaining the prior approval of the supervisor and the absence iii. of a subsequent recommendation by which the regulator would ask banks not to pay any dividends, the Board of Directors proposes to the General Shareholders’ Meeting of May 23, 2023 the distribution of a dividend of 12 cents per share, representing a maximum amount of €442,086,416.52 for fiscal year 2022, assuming that there were no treasury shares at that date, and without taking into account, where applicable, shares to be created subsequently. In respect of previous years (2017 to 2021), Natixis has distributed the following dividends: (in euros) For the 2021 fiscal year For the 2020 fiscal year For the 2019 fiscal year* For the 2018 fiscal year For the 2017 fiscal year Net dividend per share 0.25 0.06 N/A 0.78 0.37 Pay-out ratio 61% N/A N/A 64% 74% Given the COVID-19 pandemic, and in line with the ECB recommendations of March 27, 2020, the Company did not distribute dividends in 2019. *
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 502 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Statutory Auditors’ special report 8.4 on related-party agreements General Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31, 2022 To the General Shareholders’ Meeting NATIXIS S.A. 7, promenade Germaine Sablon 75013 PARIS In our capacity as your Company’s Statutory Auditors, we hereby submit our report on related-party agreements. We are required to inform you, on the basis of the information provided to us, of the key features, terms and conditions as well as the reasons justifying the relevance for the Company of the contractual agreements that have been indicated to us or that we may have identified in the performance of our assignment. It is not our role to comment whether they are beneficial, or to ascertain the existence of any other agreements. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Code (Code de commerce), to assess the benefits resulting from these agreements prior to their approval. In addition, we are required to inform you, in accordance with Article R.225-31 of the French Commercial Code, of the execution during the past fiscal year of the agreements already approved by the General Shareholders’ Meeting. We performed the procedures we considered necessary to comply with the professional code of the Compagnie Nationale des Commissaires aux Comptes (France’s National Association of Statutory Auditors) relating to this assignment. Our work consisted in verifying that the information provided to us is consistent with the underlying documents from which it was extracted. Agreements submitted for the approval of the General Shareholders’ Meeting Agreements authorized and entered into during the past fiscal year We hereby inform you that we have not been advised of any agreements authorized and entered into during the past fiscal year that should be submitted to the approval of the General Shareholders’ Meeting pursuant to the provisions of Article L.225-38 of the French Commercial Code. Agreements not previously authorized Pursuant to Articles L.225-42 and L.823-12 of the French Commercial Code, we inform you that the following agreements have not been subject to prior authorization by your Board of Directors. It is our responsibility to inform you of the circumstances under which the authorization procedure was not followed. Tax consolidation agreement between 1. BPCE and Natixis On December 13, 2022, a tax consolidation agreement was signed between BPCE (as the parent company of the consolidated group) and Natixis (as a subsidiary member of the consolidated group). This agreement was entered into following the acquisition of more than 95% of the capital of Natixis by BPCE in fiscal year 2021. As a result of this takeover, the tax consolidation group of which Natixis S.A. was until then the integral parent company will cease to exist as of December 31, 2021. Correspondingly, Natixis and the subsidiaries of its former tax group have given their agreement to join, as of January 1, 2022, the tax consolidation group of which BPCE is the parent company. As the head of the tax consolidation group, BPCE is the only company liable to pay corporate income tax to the French Treasury, calculated on the basis of the taxable income of the tax consolidation group as a whole. In this respect, it is entitled, under certain conditions, to use the tax losses carried forward to December 31, 2021 by the former Natixis tax consolidation group, in accordance with the legal mechanism known as the extended base. The agreement signed on December 13, 2022 by Natixis and BPCE thus determines the contribution of Natixis to BPCE’s income tax. It provides that Natixis will pay the tax that it would have paid to the French Treasury as the parent company of the tax group that it could have formed with its subsidiaries in the absence of BPCE’s acquisition of more than 95% control, taking into account the profits of new tax consolidated companies, if any. This broader basis is contractually reinforced between BPCE and Natixis, since the agreement provides for the possibility for Natixis to apply this loss carryforward to a basis that also includes the taxable profits of subsidiaries that will become members of the BPCE tax group and the Natixis S.A. tax subgroup as from January 1, 2022. This agreement could lead Natixis to offset more tax losses against BPCE than BPCE itself will be able to offset against the total income used to calculate the tax due to the French Treasury, thereby allowing Natixis to benefit from a tax saving that BPCE will not yet have realized, for a potential amount of €85 million (€330 million of losses x 25.82% - estimate based on the ten-year tax business plan). This agreement will be submitted for approval to the General Shareholders’ Meeting of May 23, 2023. Corporate officers concerned on the day of the transaction: Nicolas Namias (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent BPCE representative on the Board of Natixis and member of the BPCE Senior Management Committee), and Stéphanie Paix (Chief Executive Officer of Natixis and member of the BPCE Senior Management Committee). This agreement had no financial impact in 2022. This agreement was not subject to prior approval by the Natixis Board of Directors due to the late timing of its signature. This agreement should have been signed before the end of the fiscal year in order to benefit from the provisions of the French Tax Code relating to the inclusion of the companies concerned within the BPCE tax consolidation scope on December 31, 2022.
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 503 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Agreements already approved by the General Shareholders’ Meeting Agreements approved in previous fiscal years that were still being executed in the past fiscal year In accordance with Article R.225-30 of the French Commercial Code, we were notified that the following agreements, already approved by the General Shareholders’ Meeting in previous fiscal years, were still being executed in the past fiscal year. Re-invoicing agreement relating 1. to the Real Estate Master Plan (“Schéma Directeur Immobilier”) between Natixis, BPCE and Natixis Immo Exploitation On December 13, 2021, the Board of Directors authorized the conclusion of a rebilling agreement relating to the Real Estate Master Plan between Natixis, BPCE and Natixis Immo Exploitation (the other Group companies intended to adhere to this agreement by means of amendment). This agreement aims to streamline the real estate sites of the BPCE community and Natixis in the Paris region and includes a project to transform working methods. It is specified that it is in the interest of Natixis to join the joint transformation and management program for Groupe BPCE’s real estate sites. This agreement was approved by the March 22, 2022 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent BPCE representative on the Board of Natixis and member of the BPCE Senior Management Committee), and Nicolas Namias (Chief Executive Officer of Natixis and member of the BPCE Management Board). This agreement resulted in the recognition of expenses in the amount of €15,521,604 in 2022. Negotiation protocol relating 2. to the transfer of the Insurance and Payments activities by Natixis to BPCE On September 22, 2021, the Board of Directors approved the principle, terms and conditions of the project relating to the transfer of the Insurance and Payments business lines from Natixis to BPCE and authorized the conclusion by Natixis of the related negotiation protocol. The agreement provided that this transfer would take the form of a contribution by Natixis of the entities of the Insurance and Payments divisions respectively to a Holding Assurances and a Holding Paiements wholly owned by BPCE. In consideration for these contributions, Natixis would receive new shares issued by Holding Assurances and Holding Paiements. The transaction would then be followed by the distribution of shares in Holding Assurances and Holding Paiements held by Natixis for the benefit of its shareholders (BPCE and minority shareholders who are still beneficiaries of free shares during the lock-up or retention period), a General Shareholders’ Meeting of Natixis must be convened to approve this distribution in kind. BPCE would then buy back the shares of Holding Assurances and Holding Paiements received by the beneficiaries of free shares, in accordance with the provisions of the liquidity contracts entered into as part of the tender offer. The said agreement indicated that following the valuation work carried out on the Insurance and Payments scopes, reflecting the profitability of the scopes on a standalone and autonomous basis, the valuations used would be as follows (valuation with the dividend attached for 2021): €2.7 billion for the Insurance business and €950 million for the Payments business. These valuations are supported and controlled by the multi-criteria valuation analyses carried out, and in particular by the valuations by discounting future free cash flows (DCF or DDM) deemed most relevant in the context of internal transfer of business lines. In addition, the agreement provided for the automatic transfer of employees located within Natixis whose functions are dedicated to the Insurance and Payments business to the benefit of Holding Assurances and Holding Paiements respectively. It also provided for the information and consultation of employee representative bodies, then, at the end of this procedure, the signing of the final documentation (notably contribution agreements, TSAs and/or service level agreements (SLAs), exit agreements). It should be noted that the transaction was justified in the interests of Natixis and Groupe BPCE, particularly in view of the strategic plan approved by Natixis on July 7, 2021 and the fairness of the valuation of the “Insurance” and “Payments” business lines, it being specified that the proposed project completed the movement initiated by the successful creation of the SEF division within Groupe BPCE, the Insurance and the Payments business lines are now directly attached to BPCE, better able to ensure their future development in conjunction with its primary clients, which would allow the Company to refocus on its traditional core business lines by dedicating the necessary resources to them. This negotiation agreement was approved by the March 22, 2022 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent BPCE representative), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Daniel de Beaurepaire, Dominique Duband, and Christophe Pinault. This agreement resulted in the recognition of legal advisory expenses for an amount of €78,000 in 2022. Partnership agreement between 3. Natixis Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management, in the presence of Natixis, BPCE and La Banque Postale. On June 23, 2020, the Board of Directors authorized the signature of a partnership agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management (LBPAM), in the presence of Natixis, BPCE and La Banque Postale (LBP).
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 504 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The purpose of this agreement is to formalize a partnership aimed at creating a leading European player in asset management by combining, within Ostrum Asset Management, the activities and expertise of euro rate and credit management, as well as the insurance management of Ostrum Asset Management and La Banque Postale Asset Management. The agreement aims to combine, within Ostrum Asset Management, the core euro rate management activities and expertise, as well as the insurance management of Ostrum Asset Management and LBPAM. This partnership agreement was signed on June 28, 2020 for a completion date no later than October 31, 2020, and was approved by the General Shareholders’ Meeting of May 28, 2021. Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the BPCE Management Board and Chairman of the Board of Directors of Natixis, Catherine Halberstadt, Member of the BPCE Management Board and permanent representative of BPCE at Natixis, BPCE also being a director of Natixis Investment Managers and Ostrum Asset Management, Alain Condaminas, director of Natixis and director of Ostrum Asset Management, Christophe Pinault, director of Natixis and director of Natixis Investment Managers, François Riahi, Chief Executive Officer of Natixis and member of the BPCE Management Board. This agreement had no financial impact in 2022. New partnership agreements 4. entered into by CNP Assurances, BPCE, Natixis S.A. and BPCE Vie At its meeting of December 19, 2019, the Board of Directors authorized the following partnership agreements between CNP Assurances, BPCE, Natixis S.A. and BPCE Vie: Agreement modifying the new partnership agreements entered a) into by CNP Assurances, BPCE, Natixis and BPCE Vie: this agreement modifies the Memorandum of Understanding reached in 2015 and several of the new partnerships enacted to implement it. This agreement, which entered into force on January 1, 2020, provides for the extension of the initial expiration date of the existing agreements until December 31, 2030 (currently December 31, 2022) with the possibility of renewing these agreements upon each expiration for successive three-year periods until 2052, and a change to the coinsurance breakdown for collective payment protection insurance, to be shared equally (50/50) between CNP Assurances and Groupe BPCE effective from January 1, 2020; Amendment to the Tranche 1 new business reinsurance treaty, b) entered into by BPCE Vie and CNP Assurances, in the presence of Natixis and pertaining to the quota share reinsurance of euro-denominated guarantees issued by BPCE Vie through BPCE Vie life insurance and accumulation contracts for retirement savings, distributed by entities within the Retirement Savings scope, except for the contracts identified in Article R.342-9 of the French Insurance Code (Code des assurances). These agreements were approved by the May 20, 2020 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the BPCE Management Board and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the BPCE Management Board and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Thierry Cahn, Vice-Chairman of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; and Françoise Lemalle, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis. This agreement had no financial impact in 2022. Sale by Natixis of the Securities 5. & Guarantees (CECG), Leasing (Natixis ease), Factoring (Natixis Factor), Consumer Financing (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE (“Project Smith”) On February 12, 2019, the Board of Directors approved the conditions of Project Smith and authorized the signature of the following agreements: the agreement relating to the sale by Natixis to BPCE of all a) shares held by Natixis in CECG, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”); the agreement relating to the sale by Natixis to BPCE of the b) EuroTitres goodwill (the “EuroTitres Agreement”). The signing of the Disposal Agreement and the EuroTitres Agreement, which indicates a sale price of €2.7 billion, is in the interests of the Company, given Project Smith’s strategic benefit to Natixis and the fair price. Project Smith has enabled Natixis to improve its strategic growth capacity and achieve, ahead of schedule, its 2020 target CET1 ratio of 11%. It also provides the Company with more strategic flexibility so it can accelerate the implementation of its asset-light model while consolidating its distinctive, high added-value expertise, which is light on capital and low on cost of risk. These agreements were approved by the May 28, 2019 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the BPCE Management Board and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the BPCE Management Board and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; and Françoise Lemalle, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis. Corporate officers interested to the transaction: Alain Condaminas, Chief Executive Officer of Banque Populaire Occitane and a member of the Board of Directors of Natixis; Christophe Pinault, Chairman of the Management Board of Caisse d’Epargne et de Prévoyance Bretagne Pays de Loire and a member of the Board of Directors of Natixis; Sylvie Garcelon, Chief Executive Officer of Casden Banque Populaire and a member of the Board of Directors of Natixis; Philippe Sueur, a member of the Steering & Supervisory Board of Caisse d’Epargne Île-de-France and a member of the Board of Directors of Natixis; and Nicole Etchegoïnberry, Chairwoman of the Management Board of Caisse d’Epargne Loire-Centre and a member of the Board of Directors of Natixis. This agreement had no financial impact in 2022.
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 505 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Memorandum of Understanding 6. and agreements relating to the new partnership agreements between the CNP group and Groupe BPCE At its meeting of August 6, 2013, the Board of Directors gave François Pérol a mandate to set up an insurance division at Natixis, and to enter into negotiations with CNP Assurances in order for the life insurance business generated by the Group to be brought in-house at Natixis Assurances. The negotiations conducted with CNP between October 2013 and July 2014 resulted in the determination of the fundamental principles for the future partnership between BPCE, Natixis, and CNP, which were authorized by the Board of Directors on July 31, 2014. The discussions with CNP continued, and initially resulted in a master memorandum of agreement between CNP Assurances, BPCE, and Natixis, which was authorized by the Board of Directors on November 4, 2014, and then in a Memorandum of Understanding, as well as in various specific agreements referred to in that protocol (“the New Partnership Agreements”), which were authorized by the Board of Directors on February 18, 2015, and where the main provisions are as follows: Memorandum of Understanding between 6.1 CNP Assurances, BPCE and Natixis The aim of this agreement is to: acknowledge the non-renewal of the Current Agreements; V determine, organize, and manage the contractual package formed V by the New Partnership Agreements, for which the Memorandum of Understanding is the umbrella agreement; determine the term of the New Partnership Agreements, namely V seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the new partnership agreements for a period of three years as from January 1, 2023, or to purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio as of December 31, 2020 and CNP the option, in 2020 and 2022, of notifying BPCE of its desire to initiate discussions with a view to such sale; determine and organize the operation of the Partnership V Monitoring Committee (and of any potential sub-committees set up by the latter); and more broadly, organize and manage the relations between the V Parties under the Renewed Partnership. and Pierre Valentin, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis. Corporate officers concerned on the day of the transaction: François Pérol, Chairman of the BPCE Management Board, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances; Laurent Mignon, Chief Executive Officer of Natixis and a member of the BPCE Management Board; Daniel Karyotis, a member of the BPCE Management Board and permanent BPCE representative at Natixis; Alain Condaminas, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Catherine Halberstadt, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Didier Patault, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Agreements entered into by CNP Assurances, 6.2 BPCE, Natixis, and ABP Vie (a subsidiary of Natixis Assurances) Quota share reinsurance treaty entered into by CNP Assurances V and ABP Vie in the presence of Natixis, with a view to ABP Vie, a Natixis Assurances subsidiary, reinsuring 10% of CNP Assurances’ life insurance and accumulation product inventory, distributed by the Caisses d’Epargne network until December 31, 2015, and during the interim period determined in the Protocol; New business (Tranche 1) reinsurance treaty entered into by ABP V Vie and CNP Assurances in the presence of Natixis: quota share reinsurance by CNP Assurances of 40% of all ABP Vie’s life insurance and accumulation products distributed by the Caisses d’Epargne network as from January 1, 2016; New business (Tranche 2) reinsurance treaty entered into by ABP V Vie and CNP Assurances in the presence of BPCE and Natixis: quota share reinsurance by CNP Assurances of 90% of new business involving former CNP clients; Tranche 2 reinsurance matching agreement entered into by ABP V Vie, CNP Assurances and BPCE in the presence of Natixis, the aim of which is to determine the procedures for handling events: the provision by BPCE to CNP Assurances of the list of clients V covered, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock), and the implementation of the tests required to ensure that the V determination and information exchange mechanisms provided for in said agreement can operate properly; EuroCroissance matching agreement entered into by CNP V Assurances, BPCE, and ABP Vie in the presence of Natixis, the aim of which is to determine the procedures for the management of events (procedures similar to those in the Tranche 2 reinsurance matching agreement). These agreements are part of Natixis and Groupe BPCE’s strategic plan and in particular the “Assurément #2016” project. These agreements were approved by the May 19, 2015 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: François Pérol, Chairman of the BPCE Management Board, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances; Laurent Mignon, Chief Executive Officer of Natixis and a member of the BPCE Management Board; Daniel Karyotis, a member of the BPCE Management Board and permanent BPCE representative at Natixis; Alain Condaminas, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Catherine Halberstadt, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Didier Patault, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis; and Pierre Valentin, a member of the BPCE Supervisory Board and a member of the Board of Directors of Natixis. These agreements had no financial impact in 2022.
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 506 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 The “3a2” debt issuance program 7. in the United States implemented by BPCE and amendment to the agreement relating to the guarantee granted to BPCE bondholders by the Natixis New York Branch Office on April 9, 2013 On February 17, 2013, the Board of Directors approved the guarantee given to BPCE by the Natixis NY Branch Office. This guarantee was granted in Natixis’ corporate interest, in the event that BPCE re-lends all or part of the USD resources raised from Natixis. This agreement, signed on April 9, 2013, was approved by the May 21, 2013 General Shareholders’ Meeting. Moreover, on February 19, 2014, the Board of Directors authorized the amendment to this agreement, the purpose of which is to alter the sub-ceilings provided for in Article 4 of the agreement, namely: raising the total maximum nominal amount of the bonds that can be issued by BPCE under Program 3 (a)(2) each year from US$4 billion to US$6 billion, and raising the total maximum nominal amount of the proceeds from the bond issues under Program 3 (a)(2) that cannot be re-loaned to Natixis within 90 days of their settlement & delivery from US$2 billion to US$3 billion. Furthermore, BPCE may loan securities to Natixis for shorter maturities than those of the bonds, depending on Natixis’ needs. This amendment was approved at the Ordinary General Shareholders’ Meeting of May 20, 2014. Corporate officers concerned on the day of the transaction: Mr. Pérol, Chairman of the BPCE Management Board, Chairman of the Board of Directors of Natixis, Mr. Gentili, member of the BPCE Supervisory Board, Director of Natixis, Mr. Patault, member of the BPCE Supervisory Board, director of Natixis, Mr. Sueur, Vice-Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France, Director of Natixis, Mr. Cahn, member of the BPCE Supervisory Board, Director of Natixis, Mr. Condaminas, Member of the BPCE Supervisory Board, Director of Natixis, Ms. Halberstadt, Member of the BPCE Supervisory Board, Director of Natixis, Mr. Valentin, Member of the BPCE Supervisory Board, Director of Natixis, Ms. Paix, Chairwoman of the Management Board of Caisse d’Epargne Rhône Alpes, Director of Natixis, BPCE represented by Mr. Karyotis, Chief Financial Officer and member of the BPCE Management Board, permanent representative of BPCE on the Board of Directors of Natixis. The income recognized by the Natixis New York branch in respect of this agreement amounted to US$321,726.63 for the fiscal year ended December 31, 2022. Agreement providing 8. for the distribution of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group On December 18, 2008, the Supervisory Board approved an agreement providing for the distribution of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group, pursuant to which Natixis was to be the exclusive supplier to these banks for the business lines concerned by the agreement as from 2009. The agreement also stipulated that the conditions established between Natixis and the Banque Populaire Group should apply to these banks. This agreement was approved by the April 30, 2009 General Shareholders’ Meeting. Mr. Tourret, Vice-Chairman of the Supervisory Board of Natixis, Mr. Queuille, member of the Supervisory Board of Natixis, Mr. Clochet, member of the Supervisory Board of Natixis, Mr. Gentili, member of the Supervisory Board of Natixis, Mr. de la Porte du Theil, member of the Supervisory Board of Natixis, Mr. Mettling, member of the Supervisory Board of Natixis, Mr. Bernard Jeannin, member of the Supervisory Board of Natixis. Corporate officers concerned on the day of the transaction: Mr. Dupont, Chairman of the Management Board of Natixis, These agreements had no financial impact in 2022. Agreements and commitments 9. authorized by the Supervisory Board of IXIS CIB before the merger with Natixis “Click’n Trade” service and partnership 9.1 agreement between IXIS CIB, CNCE and Banque Palatine On June 6, 2007, the Supervisory Board approved a service agreement between IXIS CIB, CNCE and Banque Palatine pertaining to CNCE’s transfer to Banque Palatine of the operating and technical management of the “Click’n Trade” website, with CNCE retaining ownership of the website, and remaining the forward and cash currency transactions counterparty for IXIS CIB. This agreement was entered into for an indefinite period. This agreement had no financial impact in 2022. Letters of joint and several commitment 9.2 and guarantee terminated or expired IXIS CIB (previously known as CDC Marchés and then as CDC IXIS Capital Markets) entered into a number of letters of joint and several commitments and guarantees between 1996 and 2004 with its various successive shareholders, namely the Caisse des Dépôts (CDC), CDC Finance-CDC IXIS (to which CNCE became the successor in interest following the merger dated December 31, 2004) and CNCE. Similarly, IXIS CIB entered into letters of joint and several commitments and guarantees with its American subsidiaries, namely Natixis Municipal Products Inc. (formerly CDC Municipal Products Inc.), Natixis Derivatives Inc. (formerly CDC Derivatives Inc.), Natixis Financial Products Inc. (formerly CDC Financial Products Inc.), Natixis Funding Corp. (formerly CDC IXIS Funding Corp.) and Natixis Commercial Paper Corp. (formerly CDC IXIS Commercial Paper Corp.). All of these letters of joint and several guarantee and commitment had expired or been terminated at the date of this report but continue to apply retrospectively to all the guaranteed transactions entered into prior to the date on which the underlying joint and several guarantees were terminated or expired, until these transactions have been fully unwound. In the case of joint and several guarantees entered into with CDC Finance-CDC IXIS, the IXIS CIB creditors for transactions secured under these guarantees that were entered into before the expiry of the respective guarantees may, in accordance with the letter from the Chief Executive Officer of CDC dated October 12, 2004, enforce their rights directly against CDC until the maturity of the guaranteed transactions, as if this commitment had been taken out directly by CDC on behalf of the IXIS CIB creditors. The conditions governing the payment and calculation of the fees payable by IXIS CIB in respect of the guarantees were defined in an agreement with CDC Finance - CDC IXIS and CNCE. This agreement had no financial impact in 2022.
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 507 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 NSFR borrowing transactions 10. between BPCE and Natixis On June 23, 2021, the Board of Directors authorized the temporary implementation of open money market cross-transactions (with no maturity date) with an early redemption option with prior notice between BPCE and Natixis for an amount of approximately €47 billion (equivalent to €42.75 billion corresponding to Natixis’ NSFR requirement) for a price of between 5 and 15 bps (with a review of the latter half-yearly depending on market conditions to date). It should be noted that the transaction is justified with regard to the corporate interests of Natixis and Groupe BPCE in order to comply with the prudential requirements relating to the NSFR ratio and pending formal exemption authorization from the ECB and will be unwound if an NSFR exemption is granted by the regulator. This agreement was approved by the May 24, 2022 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the Board of Directors, Catherine Halberstadt (permanent representative of BPCE on the Board of Natixis and member of the BPCE Senior Management Committee), and Nicolas Namias (Chief Executive Officer of Natixis and member of the BPCE Management Board). In fiscal year 2022, Natixis recorded outstanding borrowings of €44,487,668,000 as well as €17,323,609.75 in accrued interest. Interest expenses amounted to €119,974,511. In fiscal year 2022, Natixis recorded outstanding loans of €44,487,668,000 and accrued interest of €2,605,036.94. Interest income amounted to €61,042,799.68. This agreement was downgraded following a decision of the Board of Directors on February 8, 2023. Compensation agreement between 11. Natixis and Banque Palatine and amendment to the agreement On February 10, 2016, the Board of Directors authorized the signing of a compensation agreement between Natixis and Banque Palatine designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provider outside Groupe BPCE. This agreement allows Natixis EuroTitres and Caceis to benefit from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the services of Groupe BPCE entities. On February 9, 2017, the Board of Directors authorized the signing of an amendment to the compensation agreement between Natixis and Banque Palatine originally signed on February 10, 2016, designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provider outside Groupe BPCE. This amendment changed the amount of Natixis’ compensation in order to take into account an additional cost that was not anticipated by the parties when the agreement was signed. The Board of Directors of Natixis considered that the agreement allows Natixis (EuroTitres department) to benefit from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the services of Groupe BPCE entities. The final compensation was paid in July 2022 to Banque Palatine. As all payments were made in accordance with the contractual terms and conditions, this compensation protocol is no longer applicable. The expenses recognized by Natixis in respect of this agreement amounted to €345,000 for fiscal year 2022. This agreement was downgraded following a decision of the Board of Directors on February 8, 2023. Related-party agreements approved in fiscal year 2022 We have also been informed of the following agreements entered into during the year, which have already been approved by the General Shareholders’ Meeting of March 22, 2022, based on the special report of the Statutory Auditors of March 7, 2022. Contribution agreement between 12. Kimo (Holding Assurances) and Natixis On February 10, 2022, the Board of Directors authorized the conclusion of a contribution agreement between Kimo (Holding Assurances) and Natixis and approved all the terms and conditions, notably financial, provided for in said agreement. As part of the repositioning of Natixis Assurances under Holding Assurances (Kimo), which is intended to be wholly-owned by BCPE, this agreement aims to enable Natixis to make a contribution in kind of 100% of the Natixis Assurances shares it holds for the benefit of Holding Assurances, the shares of Holding Assurances issued in consideration for this contribution being then intended to be distributed to Natixis shareholders, followed by the acquisition by BPCE of all the shares received from Holding Assurances by the beneficiaries of free shares in respect of the distribution as a result of the exercising of the sales agreements provided for in the liquidity contracts. It should be noted that the transaction is justified in light of Natixis’ interests, particularly in view of the fairness of the valuation of the Insurance business, it being specified that this transaction completes the movement initiated by the successful creation of the SEF division within Groupe BPCE, with the Insurance business now reporting directly to BPCE, allowing Natixis to refocus on global business lines by dedicating the necessary resources. This agreement was approved by the March 22, 2022 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent BPCE representative on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. As the contribution was made at the net carrying amount, the transfer transaction has no impact on the income statement as of December 31, 2022.
8 LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements 508 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Contribution agreement between 13. Shiva (Holding Paiements) and Natixis On February 10, 2022, the Board of Directors authorized the conclusion of a contribution agreement between Shiva (Holding Paiements) and Natixis and approved all the terms and conditions, notably financial, provided for in said agreement. As part of the repositioning of the Payments Subsidiaries under Holding Paiements (Shiva), which is intended to be wholly owned by BCPE, this agreement aims to enable Natixis to make a contribution in kind of 100% of the shares of the Payments Subsidiaries that it holds for the benefit of Holding Paiements, the shares of Holding Payments issued as remuneration for this contribution being then intended to be distributed to Natixis shareholders, followed by the acquisition by BPCE of all the shares received from the company Holding Paiements by the beneficiaries of free shares in respect of the distribution as a result of the exercising of the sales agreements provided for in the liquidity contracts. It should be noted that the transaction is justified in light of Natixis’ interests, particularly in view of the fairness of the valuation of the Payments business, it being specified that this transaction completes the movement initiated by the successful creation of the SEF division within Groupe BPCE, with the Payments business unit now reporting directly to BPCE, allowing Natixis to refocus on global business lines by dedicating the necessary resources. This agreement was approved by the March 22, 2022 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent BPCE representative on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. As the contribution was made at the net carrying amount, the transfer transaction has no impact on the income statement as of December 31, 2022. Memorandum of understanding 14. relating to the transfer of operating resources and employees between BPCE, BPCE Achats, BPCE Services, Albiant-IT, Natixis, Natixis Immo Exploitation and Natixis Payment Solutions On February 10, 2022, the Board of Directors authorized the conclusion of a memorandum of understanding relating to the transfer of operating resources and employees between BPCE, BPCE Achats, BPCE Services, Albiant-IT, Natixis, Natixis Immo Exploitation and Natixis Payment Solutions and approved all the terms and conditions, including financial terms, of said agreement. As part of the simplification of the Group’s organization and the attachment of the Insurance and Payments business lines to BPCE, this memorandum of understanding aimed to organize the transfers of certain employees as well as the transfer and provision of assets and liabilities, from Natixis and its subsidiaries to BPCE and its subsidiaries, and from BPCE to BPCE Services. It is specified that the proposed transfers of employees and operating resources and the conclusion of the memorandum of understanding were in the interest of Natixis insofar as these transfers were necessary for the disposal transactions by Natixis of the Insurance and Payments business lines for the benefit of BPCE, and consequently to the refocusing of Natixis on global business lines by dedicating the appropriate resources to them. This memorandum of understanding was approved by the General Shareholders’ Meeting of March 22, 2022. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the BPCE Management Board), Catherine Halberstadt (permanent BPCE representative on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. Net income from the disposal by Natixis under this agreement generated income of €20,872,795.31 in fiscal year 2022. Neuilly-sur-Seine and Paris-La Défense, March 23, 2023 The Statutory Auditors PricewaterhouseCoopers Audit Emmanuel Benoist Audit Mazars Emmanuel Dooseman Olivier Gatard
8 LEGAL AND GENERAL INFORMATION Combined General Shareholders’ Meeting of 2023 509 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Combined General Shareholders’ 8.5 Meeting of 2023 Terms and conditions of attendance by shareholders 8.5.1 at General Shareholders’ Meetings General Shareholders’ Meetings are convened by the Board of Directors or, failing this, under the conditions of Article L.225-103 of the French Commercial Code. Notices of meeting are prepared in accordance with the conditions laid out in the applicable regulations (Article 20 of the bylaws). Meetings take place either at the registered office or at another location specified in the notice. Combined General Shareholders’ Meeting of May 23, 2023 - 8.5.2 Agenda Ordinary resolutions: Reports by the Board of Directors V Reports by the Statutory Auditors V Review and approval of the parent company financial statements V for the fiscal year ended December 31, 2022 Review and approval of the consolidated financial statements for V the fiscal year ended December 31, 2022 Appropriation of earnings for the fiscal year ended December 31, V 2022 and setting of the dividend Approval of an agreement signed on December 13, 2022 between V the Company and BPCE, pursuant to Article L. 225-42 paragraph 3 of the French Commercial Code Approval of the Statutory Auditors’ report on related-party V agreements pursuant to Articles L. 225-38 et seq. of the French Commercial Code Total compensation paid in 2022 to the persons covered by V Article L.511-71 of the French Monetary and Financial Code Setting of the total annual compensation package allocated to the V members of the Board of Directors Ratification of the transfer of the registered office V Ratification of the appointment by co-opting of Nicolas Namias as V a Director, to replace Laurent Mignon Ratification of the appointment by co-opting of Valérie Savani as a V Director, to replace Didier Dousset Renewal of the term of office of Nicolas Namias V Renewal of the term of office of BPCE V Renewal of the term of office of Catherine Pariset V Renewal of the term of office of Valérie Savani V Renewal of the term of office of non-voting member Henri Proglio V Extraordinary resolutions: Delegation of authority to be given to the Board of Directors to V decide to increase the share capital by issuing shares with cancelation of preferential subscription rights Cancelation of the preferential subscription rights in favor of BPCE V in respect of the capital increase referred to in the previous resolution Delegation of authority to be given to the Board of Directors to V decide on a share capital increase, through the issue of shares or securities giving access to the share capital; reserved for members of savings plans, with cancelation of preferential subscription rights in favor of the latter Cancelation of preferential subscription rights in favor of a V category of persons in respect of the capital increase referred to in the previous resolution Ordinary resolutions: Powers for formalities. V
8 LEGAL AND GENERAL INFORMATION Person responsible for the universal registration document and the annual financial report 510 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Person responsible for the universal 8.6 registration document and the annual financial report Stéphanie Paix, Chief Executive Officer of Natixis. Statement of responsibility 8.7 for the universal registration document I hereby certify that the information contained in this universal registration document is, to the best of my knowledge, true and accurate and contains no omission liable to impair its significance. consolidation as well as a description of all the main risks and uncertainties with which they are confronted. To the best of my knowledge, the financial statements were prepared in accordance with applicable accounting standards and provide a true image of the Company’s assets, its financial position and its net income, and all businesses entering the scope of consolidation, and the management report presents a true picture of changes in the business, of the income and of the financial position of the Company and all the businesses included in the scope of Paris, March 23, 2023 Stéphanie Paix Chief Executive Officer Documents available to the public 8.8 This document is available on the website https://natixis.groupebpce.com/about-us/financial-information/ and on that of the French Financial Markets Authority https://www.amf-france.org/. All regulated information as defined by the AMF (in Title II of Book II of the AMF General Regulation) is accessible on the Company’s website: https://natixis.groupebpce.com The bylaws of Natixis S.A. are reproduced in full in this document.
8 LEGAL AND GENERAL INFORMATION Cross-reference table of the universal registration document 511 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Cross-reference table 8.9 of the universal registration document Sections of Annex I of European Regulation No. 2017/1129 The following cross-reference table contains the sections provided for in Annex 1 (as referenced in Annex 2) of the Commission Delegated Regulation (EU) No. 2019/980 of March 14, 2019, supplementing Regulation (EU) No. 2017/1129 of the European Parliament and European Council and repealing Commission Regulation (EC) No. 809/2004, and concerns the pages of this universal registration document containing information about each of said sections. Page number of the 2022 universal registration document SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERT REPORTS AND COMPETENT AUTHORITY APPROVAL Item 1.1 Person responsible 510 Item 1.2 Declaration of the person responsible 510 Item 1.3 Statement or report attributed to a person as an expert Item 1.4 Information sourced from a third party Item 1.5 Competent authority approval SECTION 2 STATUTORY AUDITORS 367 SECTION 3 RISK FACTORS 93 to 107 SECTION 4 INFORMATION ABOUT THE ISSUER 490 SECTION 5 BUSINESS OVERVIEW Item 5.1 Principal activities 4 to 7; 24 to 27; 512 Item 5.2 Principal markets 4 to 7; 339 to 343; 512 Item 5.3 Important events in the development of the issuer’s business 228 to 231; 240; 242 Item 5.4 Strategy and objectives 10-11; 18-19; 431 to 480 Item 5.5 Potential dependence on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes 155 Item 5.6 Basis for any statements made by the issuer regarding its competitive position 24 to 27; 227 to 237 Item 5.7 Investments 239; 512 SECTION 6 ORGANIZATIONAL STRUCTURE Item 6.1 Brief description of the Group and the issuer’s position within the Group 4-5; 22-23 Item 6.2 List of significant subsidiaries 368 to 379 SECTION 7 OPERATING AND FINANCIAL REVIEW Item 7.1 Financial position 125 to 136; 140 to 147; 232 to 238; 512 Item 7.2 Net operating income 8; 232-233; 247 SECTION 8 CAPITAL RESOURCES Item 8.1 Information concerning the capital resources (both short term and long term) 156 to 175 . 252-253 Item 8.2 Sources and amounts of and description of the issuer’s cash flows 254 Item 8.3 Information on the borrowing requirements and financing structure of the issuer 140 to 144 Item 8.4 Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer’s operations Item 8.5 Information regarding the anticipated financing sources needed to fulfil commitments referred to in item 5.7.2 of Annex 1 SECTION 9 REGULATORY ENVIRONMENT 156; 159 to 165; 170 to 175 SECTION 10 TREND INFORMATION 240; 242; 258-259 SECTION 11 PROFIT FORECASTS OR ESTIMATES SECTION 12 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT Item 12.1 Administrative and management bodies 30 to 82
8 LEGAL AND GENERAL INFORMATION Cross-reference table of the universal registration document 512 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Page number of the 2022 universal registration document Item 12.2 Administrative, management, and supervisory bodies and Senior Management conflicts of interest 81 SECTION 13 COMPENSATION AND BENEFITS Item 13.1 Amount of compensation paid and benefits in kind granted 83 to 92 Item 13.2 The total amounts set aside or accrued by the issuer or its subsidiaries to provide for pension, retirement or similar benefits 347 to 354 SECTION 14 Board AND MANAGEMENT PRACTICES Item 14.1 Date of expiration of the current term of office 31 Item 14.2 Service contracts with members of the administrative, management or supervisory bodies 67-68 Item 14.3 Information about the issuer’s Audit Committee and Compensation Committee 71-72; 76-77 Item 14.4 Statement of compliance with a corporate governance regime 32 Item 14.5 Potential material impacts on corporate governance 33 to 56 SECTION 15 EMPLOYEES Item 15.1 Number of employees and breakdown of persons employed 469-470 Item 15.2 Shareholdings and stock options 92; 496 to 498 Item 15.3 Arrangements for involving the employees in the capital of the issuer 401-402 SECTION 16 MAJOR SHAREHOLDERS Item 16.1 Shareholders owning more than 5% of the share capital or voting rights 496 to 498 Item 16.2 Existence of different voting rights 496 to 498 Item 16.3 Control of the issuer 499 Item 16.4 Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer 499 SECTION 17 RELATED-PARTY TRANSACTIONS 363 to 366; 512 SECTION 18 FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFIT AND LOSS Item 18.1 Historical financial information 247 to 379; 392 to 423 Item 18.2 Interim and other financial information Item 18.3 Auditing of historical annual financial information 380 to 386; 424 to 429 Item 18.4 Pro forma financial information 232 to 237; 387 to 388 Item 18.5 Dividend policy 241; 501; 509; 512 Item 18.6 Legal and arbitration proceedings 152 to 155 Item 18.7 Significant change in the issuer’s financial position 240; 242 SECTION 19 ADDITIONAL INFORMATION Item 19.1 Share capital 414; 497; 512 Item 19.2 Memorandum and bylaws 491 to 495 SECTION 20 MATERIAL CONTRACTS 155 SECTION 21 DOCUMENTS AVAILABLE 510 Pursuant to Article 19 of Regulation (EU) No. 2017/1129, the pages of the documents referred to below are included for reference purposes: the parent company and consolidated financial statements for the V fiscal year ended December 31, 2021, presented respectively on pages 417 to 452 and 261 to 407 and the relevant Statutory Auditors’ reports, pages 453 to 457 and 408 to 416 respectively of the universal registration document filed with the AMF on March 11, 2022 under registration number D.22-0088. The information is available at the following link: https://natixis.groupebpce.com/about-us/financial-information/ the parent company and consolidated financial statements for the V fiscal year ended December 31, 2020, presented respectively on pages 413 to 449 and 249 to 403 and the relevant Statutory Auditors’ reports, pages 450 to 454 and 404 to 412 respectively of the universal registration document filed with the AMF on March 9, 2021 under registration number D.21-0105. The information is available at the following link: https://natixis.groupebpce.com/about-us/financial-information/ the parent company and consolidated financial statements for the V fiscal year ended December 31, 2019, presented respectively on pages 392 to 425 and 233 to 383 and the relevant Statutory Auditors’ reports, pages 426 to 430 and 384 to 391 respectively of the universal registration document filed with the AMF on March 6, 2020 under registration number D.20-0108. The information is available at the following link: https://natixis.groupebpce.com/about-us/financial-information/ The universal registration document is available for consultation on the French Financial Markets Authority website (www.amf-france.org) and on the Natixis website (https://natixis.groupebpce.com).
8 LEGAL AND GENERAL INFORMATION Cross-reference table of the universal registration document 513 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Cross reference table for the annual financial report and the management report Page number of the 2022 universal registration document Information provided in respect of Article L.451-1-2 of the French Monetary and Financial Code 385; 428 Annual financial report Consolidated financial statements 247 to 379 Statutory Auditors’ report on the consolidated financial statements 380 to 386 Parent company financial statements 392 to 423 Statutory Auditors’ report on the parent company’s financial statements 424 to 429 Management report 1. Activity report (Article L.22-10-34, Article R.225-102 and L.233-6 of the French Commercial Code) 1.1 Situation and activity over the past year 228 to 238 1.2 Results 8; 232-233; 247 1.3 Table of financial results over the last five years 423 1.3 Key financial and non-financial performance indicators 8 to 11; 16 to 19 1.4 Analysis of results and financial position 125 to 136; 140 to 147; 232 to 238 1.5 Significant events after the end of the reporting period 259 1.6 Outlook 242 1.7 Research and development 1.8 Principal risks and uncertainties 95 to 155 1.9 Indication of financial risks relating to the effects of climate change 454 to 459 2. Information on share buybacks (Article L.225-211 para.2 of the French Commercial Code) 3. Labor, environmental and societal information (Article L.22-10-36 of the French Commercial Code) 431 to 480 4. Information on office locations and activities (Article 511-45 of the French Monetary and Financial Code) 368 to 379 5. Key characteristics of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information 107 to 109 Report on corporate governance (annex to the management report) Information on governance 30 to 82 Information on compensation 83 to 92 Structure of the Company’s capital 414; 497 Information required under Article L.22-10-11 of the French Commercial Code relating to factors likely to have an impact in the event of a tender offer Table summarizing the authorizations granted in respect of capital increases, in application of Articles L.225-129-1 and L.225-129-2 of the French Commercial Code and the use made of said powers in Fiscal year 2019 499 Pursuant to Articles 212-13 and 221-1 of the AMF’s General Regulations, the universal registration document also contains the following information in respect of regulated disclosures Statutory Auditors’ special report on related-party agreements and commitments 502 to 508 Statutory Auditors’ fees 367 Statement of the person responsible for this document 510 Vigilance Plan (Article L.225-102-4 of the French Commercial Code) 456 to 458 Cross-reference table for the registry office Pursuant to Article L.232-23 of the French Commercial Code, it is specified that the universal registration document contains the elements described on the following pages of this document: 2022 universal registration document Financial statements Annual financial statements 392 to 423 Statutory Auditors’ report on the annual financial statements 424 to 429 Consolidated financial statements 247 o 379 Statutory Auditors’ report on the consolidated financial statements 380 to 386 Management report (see the cross-reference table of the management report) 513 Proposed appropriation of net income submitted to the General Shareholders’ Meeting and appropriation resolution voted on (report of the Board of Directors to the General Shareholders’ Meeting on the resolutions and draft resolutions) 509
8 LEGAL AND GENERAL INFORMATION Cross-reference table of the universal registration document 514 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
9 515 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 GLOSSARY
9 GLOSSARY 516 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 ABCP Asset-backed commercial paper, i.e. a marketable debt instrument backed by cash flows from a pool of underlying assets. ABE European Banking Authority (see EBA). ABS Asset-backed security, i.e. an instrument representing a pool of financial assets (excluding mortgage loans), its performance linked to that of the underlying asset or pool of assets. ACPR French Prudential Supervisory Authority. French banking and insurance supervisory body for the banking and insurance sector. ADAM Association for the Defense of Minority shareholders (Association de Défense des Actionnaires Minoritaires). ADIE Association for the right to economic initiative (Association pour le droit à l’initiative économique). Afep-Medef French Association of Private Sector Companies – French Business Confederation (Association Française des Entreprises Privées – Mouvement des Entreprises de France). AFS Available-for-sale. AGIRC General Association for Managers’ Pension Institutions (Association Générale des Institutions de Retraite des Cadres). ALM Asset and liability management – Management of the financial risks borne by an institution’s balance sheet (interest rate, currency, liquidity) and its refinancing policy in order to protect the bank’s asset value and/or its future profitability. AM Asset Management. AMF French Financial Markets Authority. AML Anti-money laundering. AML-CTF Anti-money laundering and counter-terrorism financing. API API (Application Programming Interface) is an interface that connects software, services and applications to different environments so they can connect their data. AQR Asset quality review involves the supervisory assessment of risks, the actual review of the quality of assets and stress tests. ARRCO Association for the Employee Complementary Pension Plan (Association pour le Régime de Retraite Complémentaire des Salariés). AT1 Additional Tier 1 capital. AUM Assets under management. Back office An administrative department at a financial intermediary that performs support and post-trading functions. Back testing A method of comparing observed actual losses with expected losses of a model. Bail-in A mechanism designed to limit the use of public funds by a failing institution still in operation or in the process of liquidation. The bail-in mechanism grants power to the supervisory authorities to require certain creditors of a credit institution on the brink of failure to convert their debt into shares of the institution and/or to take a loss on their holdings. Under the European accord of June 26, 2015, in the event of capital inadequacy (due to losses), creditors holding subordinated debt, then senior creditors, then unsecured deposits by large corporates, then those of SMEs and finally those of individuals exceeding €100,000 will be bailed-in. However, secured deposits, covered bonds, employee compensation, liabilities related to the institution’s vital activities and interbank liabilities with a maturity of less than 7 days should not be affected. BALO Bulletin des Annonces Légales Obligatoires. Basel 1 (the Basel Accords) A supervisory framework established in 1988 by the Basel Committee aiming to maintain the solvency and stability of the international banking system by establishing uniform minimum capital requirements for banks on the international level. It established a minimum capital adequacy ratio of 8% in relation to all the risks borne by a bank. Basel 2 (the Basel Accords) A supervisory framework aimed at better anticipating and limiting the risks borne by credit institutions. It focuses on banks’ credit risk, market risk and operational risk. The terms drafted by the Basel Committee were adopted in Europe through a European Directive and have been applicable in France since January 1, 2008. Basel 3 (the Basel Accords) A new development in banking prudential standards, which incorporated the lessons of the financial crisis of 2007-2008. They complement the Basel 2 accords by reinforcing the quality and quantity of minimum capital that institutions must hold. Basel 3 also establishes minimum requirements for liquidity risk management (quantitative ratios), defines measures aimed at limiting procyclicality in the financial system (capital buffers that vary according to the economic cycle) and reinforces requirements for financial institutions deemed to be systemically important. BCBS Basel Committee on Banking Supervision. Institution bringing together the governors of the central banks of the G20 countries in charge of strengthening the soundness of the global financial system as well as the effectiveness of prudential supervision and cooperation between banking regulators. BCP Business Continuity Plan. BFBP Banque Fédérale des Banques Populaires. Bond A portion of a loan issued in the form of an exchangeable security. For a given issue, a bond grants the same debt claims on the issuer for the same nominal value, the issuer being a company, a public sector entity or a government.
9 GLOSSARY 517 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Book Portfolio. Bookrunner Main runner or lead manager in the issue of new equity, debt or securities instruments. Borrowing base lending A means of asset financing whereby the lender is routinely informed of the value of the borrower’s assets pledged as collateral. Bps Basis points. Broker Broker. Brokerage Brokerage. BRRD Banking Recovery and Resolution Directive. CA Revenue/Board of Directors. CAGR Compound annual growth rate. Mean annual growth rate over a specified period. Capital adequacy ratios Ratio of overall capital (Tier 1 and Tier 2) to weighted risks. Capital CET 1 Core capital including the financial institution’s consolidated shareholders’ equity minus regulatory deductions. Capital CET 2 Supplementary capital mainly consisting of subordinated securities minus regulatory deductions. CCAN Natixis shareholders’ Consultative Committee (Comité consultatif des actionnaires de Natixis). CCF Credit Conversion Factor. CDO Collateralized Debt Obligations, i.e. debt securities backed by a pool of assets which can be either bank loans (mortgages) or corporate bonds. Interest and principal payments may be subject to subordination (i.e. through the creation of tranches). CDPC Credit Derivatives Products Company, i.e. a business specializing in the sale of coverage against credit default through credit derivatives. CDS Credit default swap, i.e. insurance against credit risk in the form of a bilateral financial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn promises to compensate for any losses on a reference asset (a bond issued by a government, financial institution or company) upon the occurrence of a credit event (bankruptcy, default, deferred payment or restructuring). CECEl The former French Credit Institutions and Investment Firms Committee (Comité des Établissements de Crédit et des Entreprises d’Investissement), which has since been incorporated into the French Prudential Supervisory Authority (Autorité de Contrôle Prudentiel et de Résolution). CEO Chief Executive Officer. CESU Chèque Emploi Service Universel (universal service employment voucher). CET 1 Common Equity Tier 1. CFCC Control Functions Coordination Committee. CFH Cash flow hedge. CFO Chief Financial Officer. CGM Combined General Shareholders’ Meeting. CGU Cash-generating units. CHSCT Committee for Hygiene, Safety and Working Conditions (Comité d’Hygiène, de Sécurité et des Conditions de Travail). CIB Corporate & Investment Banking. CIB Corporate & Investment Banking. CIC Cooperative investment certificates. CLOs Collateralized Loan Obligations, i.e. a credit derivative product backed by a homogeneous pool of corporate loans. CMBS Commercial Mortgage-Backed Securities. CMS Constant maturity swap. A swap that allows the buyer to exchange a short-term interest rate for a longer-term interest rate. CNCE Caisse Nationale des Caisses d’Epargne. CNlL Commission Nationale de l’Informatique et des Libertés (an independent administrative authority protecting privacy and personal data). Code of Conduct The Natixis Code of Conduct (Ethics Charter) reflects Natixis’ DNA. It gathers all of our rules of conduct and good practices in different areas: respect for client interests, professional ethics and accountability in relationships with colleagues, shareholders, etc. and, more broadly, with society, and protection of the reputation of Natixis and Groupe BPCE. The Code of Conduct applies to all Natixis employees, entities and affiliates over the world, across all business lines. It also applies to our suppliers and all our business partners in their dealings with Natixis.
9 GLOSSARY 518 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Collateral A transferable asset or guarantee pledged to secure reimbursement on a loan in the event that the borrower fails to meet their payment obligations. Combined ratio Measure of an insurance company’s profitability expressed in terms of the ratio of total costs (incurred losses + expenses) divided by total revenue. Comex Executive Committee. Commodities Raw materials. Common Equity Tier 1 ratio Ratio of Common Equity Tier 1 (CET1) capital to risk-weighted assets. The CET1 ratio is a solvency indicator used in the Basel 3 prudential accords. Company-controlled stock A company’s ownership share of its own equity, held via its direct or indirect control of one or more other companies. Company-controlled stock does not bestow voting rights and is not included in the calculation of earnings per share. Core business Core business. Corporate Finance company. Cost of risk in basis points The cost of risk in basis points is calculated by dividing the net expense of commercial risk by the outstanding loans at the beginning of the period. Cost/Income ratio A ratio indicating the share of net banking income (NBI) used to cover operating expenses (the Company’s operating costs). It is calculated by dividing operating costs by the net banking income. Coverage Coverage in terms of client support. Covered bond A bond for which the reimbursement and payment of interest is backed by returns on a high-quality asset portfolio, often a portfolio of mortgage loans, which serves as collateral. The issuer often manages the payment of cash flows to investors (obligations foncières in France, Pfandbriefe in Germany). This product is mainly issued by financial institutions. CP Commercial paper. In the United States, commercial paper is a negotiable debt instrument issued by corporations on the money market. CPI Consumer Price Index. CPM Credit Portfolio Management. CRD Capital Requirements Directive (EU Directive). CRD III An EU Directive under which the proposals of the Basel Committee were transposed in July 2010 and enacted as of December 31, 2011. In July 2009, the Basel Committee published a new set of proposals known as Basel 2.5 on the topic of market risk. The aim was to better account for default and credit migration risk on assets in the trading book (both tranched and untranched assets) and to reduce the procyclicality of value at risk. CRD IV A European Directive that enacts the proposals of the Basel 3 framework into French law. Credit and counterparty risk The risk of loss from the inability of clients, issuers or other counterparties to honor their financial commitments. Credit risk includes counterparty risk related to market transactions and securitization. Credit default swap (CDS) A bilateral financial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn promises to compensate for any losses on a reference asset (a bond issued by a government, financial institution or company) upon the occurrence of a credit event (bankruptcy, default, deferred payment or restructuring). This is an insurance mechanism to protect against credit risk. Credit derivative A financial product whose underlying asset is a credit obligation or debt security (bond). The purpose of the credit derivative is to transfer credit risk without transferring the asset itself for hedging purposes. One of the most common forms of credit derivatives is the credit default swap (CDS). CRM Comprehensive Risk Measure. CRR Capital Requirement Regulation (EU Regulation). CVA Credit valuation adjustment, i.e. the expected loss related to counterparty’s default risk. The CVA aims to account for the fact that the full market value of the transactions cannot be recovered. The method for determining the CVA is primarily based on the use of market inputs in connection with the practices of market professionals. CVaR Credit Value at Risk. Data center Data center. Deal of the year Operation of the year. Deleveraging A reduction in banks’ use of leverage, achievable by various means but primarily by a reduction in the size of the balance sheet (by selling assets or slowing down new lending) and/or an increase in equity (through recapitalization or retaining earnings). This financial adjustment process often has negative implications for the real economy, particularly due to the narrowing of the credit channel. Derivative A financial security or financial contract whose value changes based on the value of an underlying asset, which may be either financial (equities, bonds, currencies, etc.) or non-financial (commodities, agricultural products, etc.) in nature. This change may coincide with a multiplier effect (leverage effect). Derivatives can take the form of either securities (warrants, certificates, structured EMTNs, etc.) or contracts (forwards, options, swaps, etc.). Exchange-traded derivatives contracts are called futures.
9 GLOSSARY 519 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 District Court The lower tier of the US federal judicial system. Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act, more commonly known as the Dodd-Frank Act, is the US law on financial regulation adopted in July 2010 in response to the financial crisis. Broad in scope, the text addresses a wide range of subjects: establishment of a financial stability council, treatment of systemic institutions, regulation of the most risky financial activities, regulation of derivatives markets, strengthening of the supervision of agency practices, etc. American regulators (Securities and Exchange Commission, Commodity Futures Trading Commission, etc.) are currently working on precise technical rules on these various topics. DOJ US Department of Justice. DSN Deeply subordinated notes, i.e. perpetual bonds with no contractual redemption commitment that pay interest in perpetuity. In the event of liquidation, they are repaid after other creditors (subordinated loans). These securities pay annual interest contingent on the payment of a dividend or the achievement of a specific result. DTA Deferred Tax Assets, arising from temporary or timing differences between accounting expenses and tax liabilities. Dual tranches Two tranches. DVA Debit Valuation Adjustment (DVA) is symmetrical to the CVA and represents the expected loss from the counterparty’s perspective on liability valuations of derivative financial instruments. It reflects the impact of the entity’s own credit quality on the valuation of these instruments. EAD Exposure at default, i.e. the value of exposure to the risk of the debtor defaulting within one year. Earnings per share The Company’s net income (excluding returns on hybrid securities recognized as equity instruments) divided by the weighted average number of shares outstanding. EBA European Banking Authority (EBA). The European Banking Authority was established by EU Regulation on November 24, 2010. It took effect on January 1, 2011 in London, superseding the Committee of European Banking Supervisors (CEBS). This new body has an expanded mandate. It is in charge of harmonizing prudential standards, ensuring coordination among the various national supervisory authorities and performing the role of mediator. The goal is to establish a Europe-wide supervision mechanism without compromising the ability of the national authorities to conduct the day-to-day supervision of credit institutions. ECAI External Credit Assessment Institution, i.e. a credit rating agency that is registered or certified in accordance with EU Regulation, or a central bank that issues credit ratings. ECB European Central Bank. EDTF Enhanced Disclosure Task Force. EEA European Economic Area. EGM Extraordinary General Shareholders’ Meeting. EIB European Investment Bank. EL Expected loss, i.e. the value of the loss likely to be incurred given the quality of the structure of the transaction and any measures taken to mitigate risk, such as collateral. It is calculated by multiplying exposure at risk (EAD) by Probability of Default (PD) and by Loss Given Default (LGD). ELBE Expected Loss Best Estimate (ELBE), i.e. the institution’s best estimate of the expected loss for the defaulted exposure. This estimate takes into account current economic circumstances, exposure status and an estimate of the increase of the loss rate caused by possible additional unexpected losses during the recovery period. EMEA Europe, Middle East and Africa. Encumbered assets Encumbered assets are those that are capitalized as a guarantee, security or credit enhancement for any transaction. EPP Employment preservation plan. Equity An equity security issued by a corporation, representing a certificate of ownership and conferring on its possessor (the “shareholder”) proportional rights in the distribution of any profits or net assets as well as a voting right at the General Shareholders’ Meeting. Equity (tranche) In a securitization arrangement, the equity tranche refers to the tranche that bears the first losses incurred from defaults within the underlying portfolio. ESG Environment, Social and Governance. ESR Environmental and social (or societal) responsibility. ETF Exchange-traded fund, i.e. a type of investment fund that tracks a stock market index or asset. EU European Union. EUR Euro. Euribor Euro Interbank Offered Rate, the benchmark interest rate on the euro zone’s money market. European Securities and Markets Authority (ESMA) An independent European supervisory authority located in Paris. On January 1, 2011, it replaced the Committee of European Securities Regulators (CESR). It forms part of the European System of Financial Supervision. Its expanded mandate includes the supervision of rating agencies in Europe and the development of technical standards for EU Regulations on the functioning of the financial markets (EMIR, MiFID, the “Prospectus” Directive).
9 GLOSSARY 520 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Expected loss See EL. Exposure at default (EAD) A financial institution’s exposure in the event of a counterparty’s default. EAD covers on- and off-balance sheet exposures. Off-balance sheet exposures are converted into balance sheet equivalents with the help of internal or regulatory conversion factors (drawdown assumption). Fair value The price that would be received to sell an asset or paid to transfer a liability in a standard arm’s length transaction between market participants at the measurement date. Fair value is therefore based on the exit price. Fair Value adjustment on own senior debt An “issuer credit risk” component calculated using a discounted cash-flow model, contract by contract, including parameters such as swaps curve, and revaluation spread (based on the BPCE reoffer curve). FBF French Banking Federation. Professional body that brings together all banking companies in France. FCPR Private Equity Investment Fund (Fonds Commun de Placement à Risque). FED Federal Reserve System, i.e. the US central bank. Finansol The Finansol label was created in 1997 to distinguish solidarity savings products from other savings products for the general public. FINREP Financial reporting. F-IRB Foundation Internal Ratings-Based. Fixed-term employment contract Fixed-term employment contract. FSB Financial Stability Board, whose mandate is to identify vulnerabilities in the global financial system and to implement principles for regulation and supervision in the interest of financial stability. Its members are central bank governors, finance ministers and supervisors from the G20 countries. Its primary objective is to coordinate international efforts by national financial authorities and international standard setters in the regulation and supervision of banks. Conceived at the G20 summit in London in April 2009, the FSB is the successor to the Financial Stability Forum, which was founded in 1999 under a G7 initiative. FTE Full-time equivalent. Fully-Loaded Indicates full compliance with Basel 3 solvency requirements (mandatory from 2019). FX Foreign exchange. GAAP Generally accepted accounting principles. GAPC Workout Portfolio Management (Gestion active des portefeuilles cantonnés). GBP Pound sterling (British pound). GDP Gross Domestic Product. GEC Global Energy & Commodities. GM General Shareholders’ Meeting. Green bonds A green bond is an “environmental” bond issued by an approved entity (business, local authority or international organization) to finance an eco-friendly and/or sustainability-driven project or activity. These instruments are often used in connection with the financing of sustainable agriculture, the protection of ecosystems, renewable energy and organic farming. Greenfin Created by the Ministry of Ecological Transition and Solidarity, the Green fin label guarantees the “green quality” of investment funds and is aimed at financial players who act in the service of the common good through transparent and sustainable practices. The label has the distinction of excluding funds that invest in companies operating in the nuclear and fossil fuels sector. GRI Global Reporting Initiative: An organization consisting of stakeholders and partners (businesses, audit firms, human rights, environmental protection, and labor organizations, and government representatives) which has created a joint framework for the development of sustainability reporting. Gross exposure Exposure before the impact of provisions, adjustments and risk reduction techniques. G-SIBs Global systemically important banks. G-SIIs Global systemically important institutions. GWWR General Wrong Way Risk. Haircut The percentage by which a security’s market value is reduced to reflect its value in a stressed environment (counterparty risk or market stress). The size of the haircut reflects the perceived risk. Hedge fund Alternative management funds Speculative investment funds that seek to generate absolute return through a high degree of management flexibility. Holding company The Company that heads a corporate group. HQE High Environmental Quality (Haute qualité environnementale).
9 GLOSSARY 521 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 HQLA High-quality liquid assets. HRR Head of Human Resources. HY High Yield. IARD Property and casualty insurance (Incendie, Accidents et Risques Divers). IAS International Accounting Standards. IASB International Accounting Standards Board. IBOR Interbank Offered Rate. ICAAP Internal Capital Adequacy Assessment Process, a practice required under Pillar II of the Basel Accords to ensure that firms have sufficient capital to cover all their risks. ICMA International Capital Market Association: Global trade organization, with de facto regulatory authority, of investment banks and securities firms participating in the international bond market. IDA Deferred tax assets. IDFC Infrastructure Development Finance Company. IFACI French Institute of Internal Auditing and Control (Institut Français de l’Audit et du Contrôle Internes). IFRIC 21 International Financial Reporting Interpretations Committee (IFRIC) – IFRIC 21, adopted by the European Union in June 2014, is an interpretation of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets.” IFRS International Financial Reporting Standards. IIRC The International Integrated Reporting Council (IIRC) is a global coalition of businesses, investors, regulators, standard setters, accounting professionals and NGOs. All these players are convinced that corporate reporting must evolve towards communication on value creation. Developed to meet this need, the International Reference Framework structures a common set of guiding principles, key concepts and components of the Integrated Report. IMF International Monetary Fund. Impact investing Impact investing is an investment strategy that seeks to generate synergies between social, environmental and societal impact on the one hand, and a neutral or positive financial return on the other. Incremental Risk Charge (IRC) Incremental Risk Charge, intended to cover issuers’ credit migration and default risks for a period of one year for fixed income and loan instruments in the trading book (bonds and CDS). The IRC is a 99.9% value-at-risk measure; i.e. the greatest risk after the elimination of the 0.1% worst-case scenarios. Insurance risk Encompasses asset and liability risks (interest rate, valuation, counterparty and forex risk) as well as risks related to the pricing of mortality risk premiums and the risks associated with life and property & casualty insurance, including pandemics, accidents and natural disasters (such as earthquakes, hurricanes, industrial accidents, acts of terrorism and military conflict). Investment grade A long-term rating of a counterparty or underlying issue awarded by a rating agency, ranging from AAA/Aaa to BBB/Baa3. A rating of BB+/Ba1 or below is considered non-investment grade. IRB Internal Ratings-Based, refers to the Internal Ratings-Based Approach, the measurement of credit risk on the basis of credit ratings as defined by EU Regulations. IRBA Internal Ratings-Based Approach. IRM Incremental Risk Measure. IRRBB Interest rate risk in the banking book. IRRBB designates the current or future risk to which the bank’s capital and profits are exposed due to adverse interest rate fluctuations influencing positions in the banking book. IS Information system. ISDA International Swaps and Derivatives Association. ISF Wealth Tax (Impôt Sur la Fortune). ISP Investment service provider. IWMA Independent Wealth Management advisor. JV Joint Venture. KPI Key performance indicator. The KPI is a quantified element that must be determined before the launch of an action, in order to assess the impact and determine the ROI (return on investment). L&R Loans and receivables. LBO Leveraged buyout. LCR Liquidity coverage ratio.
9 GLOSSARY 522 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Leverage effect The leverage effect accounts for the rate of return on shareholders’ equity based on the after-tax rate of return on invested capital (return on capital employed) and the cost of debt. By definition, it is equal to the difference between the rate of return on shareholders’ equity and the return on capital employed. Leverage/leveraged financing Financing through debt. LGD Loss Given Default, a Basel 2 credit risk indicator corresponding to the loss given default. It is expressed as a percentage (loss rate). Libor London Interbank Offered Rate. Liquidity In a banking context, liquidity refers to a bank’s ability to cover its short-term commitments. Liquidity also refers to the degree to which an asset can be quickly bought or sold on a market without a substantial reduction in value. Liquidity coverage ratio (LCR) A measure introduced to improve the short-term resilience of banks’ liquidity risk profiles. The LCR requires banks to maintain a reserve of risk-free assets that can be converted easily into cash on the market in order to cover its cash outflows minus cash inflows over a 30-day stress period without the support of central banks. Loss alert A mechanism that warns of loss. Loss Given Default See LGD. Loss ratio Total losses paid to settle claims divided by premiums paid. LR Leverage ratio. LTRO Long Term Refinancing Operation. Long-term loans granted to banks by the ECB. Market risk The risk of a loss in value on financial instruments resulting from changes in market parameters, from the volatility of these parameters or from the correlations between these parameters. These parameters are exchange rates, interest rates and the prices of securities (equities, bonds), commodities, derivatives or any other assets, such as real estate assets. Market stress test Used in conjunction with internal VaR and SVaR models to assess market risk by calculating potential losses on portfolios in extreme market conditions. Mark-to-market A valuation method whereby a financial instrument is appraised at fair value based on its market price. Mark-to-model A valuation method whereby, in the absence of a market price, a financial instrument is appraised at fair value based on a financial model using observable and unobservable data. MDA Maximum Distributable Amount, a new provision for banks placing restrictions on their dividends, AT1 coupon and bonus payments (under a rule that tightens restrictions as banks deviate from their requirements), if the capital buffers are not met. As these buffers are on top of Pillars I and II, they apply immediately if the bank fails to comply with the combined requirements. Mezzanine A form of financing that is a hybrid of equities and debt. In ranking terms, mezzanine debt is subordinated to “senior debt” but still takes priority over equities. Mid cap Refers to mid-size market capitalization. Middle office A department at a financial intermediary that generally performs risk control functions. MiFID Markets in Financial Instruments Directive (EU Directive). MLA Mandated lead arranger. When placing a syndicated loan, the Company receives requests from various institutions to set up (or refinance) a syndicated loan. On the basis of these proposals, the Company chooses one (or more) bank(s) that will structure the operation. Monoline An insurance company that takes part in a credit enhancement operation, backing a debt security issue (e.g. in securitization transactions) with the aim of improving the issue’s rating. MREL Minimum requirement for own funds and eligible liabilities – Ratio defined in the European Bank Recovery and Resolution Directive indicating the minimum requirement for own funds and eligible liabilities that have to be available to absorb losses in the event of resolution. MRH Multi-Risk Homeowners’ insurance. MTN Negotiable medium-term notes. MTP Medium-term plan. Mutual fund Collective investment fund. Natixis business line ROE ROE for business lines is calculated based on normative capital to which are added goodwill and intangible assets for the business line. Capital is allocated to Natixis business lines on the basis of 10% of their Basel 3 average risk-weighted assets. Business lines receive interest on the normative capital allocated to them. By convention, the interest rate on normative capital is maintained at 3%.
9 GLOSSARY 523 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Natixis leverage ratio This ratio is calculated based on the rules set forth in the Delegated Act, without phase-in except for DTAs on tax-loss carryforwards and with the assumption of a roll-out for non-eligible subordinated notes under Basel 3 by eligible notes. Repo transactions with central counterparties are offset in accordance with IAS 32 rules without maturity or currency criteria. Leverage ratio disclosed including the effect of intra-group cancelation – pending ECB authorization. Natixis ROE The result used for ROE calculations is net income (Group share), less DSN interest expenses on preferred shares after tax. Equity capital is the average equity attributable to equity holders of the parent as defined by IFRS, after payout of dividends, excluding average hybrid debt, and excluding unrealized or deferred gains and losses recognized in equity (OCI). Natixis ROTE Natixis ROTE is calculated by taking as the numerator net income (Group share) excluding DSN interest expenses on preferred shares after tax. Equity capital is average shareholders’ equity Group share as defined by IFRS, after payout of dividends, excluding average hybrid debt, average intangible assets and average goodwill. NAV Net asset value. NBI Net banking income. NEF A financial cooperative that offers savings and loan solutions targeting projects with a social, environmental and/or cultural purpose. Net book value Calculated by taking equity attributable to equity holders of the parent, restated for hybrids and capital gains on reclassification of hybrids as equity instruments. Tangible net book value is corrected for goodwill on associates, restated goodwill and restated intangible assets. Net stable financing ratio (NSFR) This ratio is intended to strengthen the longer-term resilience of banks through additional incentives meant to encourage banks to finance their operations using more structurally stable resources. This long-term structural liquidity ratio, applicable to a one-year period, was formulated to provide a viable structure for asset and liability maturities. Netting agreement A contract whereby two parties to a financial contract (forward financial instrument), securities loan or repurchase agreement agree to settle their reciprocal claims under these contracts through a single consolidated net payment, particularly in the event of default or contract termination. A master netting agreement extends this mechanism to different categories of transactions subject to different framework agreements through one all-encompassing contract. New Deal A strategic plan implemented by Natixis for the 2009-2012 period. New Dimension A strategic plan implemented by Natixis for the 2018-2020 period. New Frontier A strategic plan implemented by Natixis for the 2014-2017 period. NGAM Natixis Global Asset Management. NPE Natixis Private Equity. NRE French law on New Economic Regulations (Loi sur les Nouvelles Réglementations Économiques). NSFR Net Stable Funding Ratio. OCI Other Comprehensive Income, contains the income and expense items (including reclassification adjustments) not included in net income/loss as required or authorized by the IFRS. OECD Organization for Economic Cooperation and Development. OFAC US Office of Foreign Assets Control. OFR Own Funds Requirement: the amount of capital that is required to be held, i.e. 8% of risk-weighted assets (RWA). OGM Ordinary General Shareholders’ Meeting. Operational risks (including accounting and environmental risks) The risk of losses or sanctions arising from the failure of internal systems or procedures, human error or external events. ORSA Own Risk and Solvency Assessment: As part of European efforts to reform the prudential regulation of the insurance industry, ORSA is an internal process undertaken by the institution to assess risk and solvency. It must show its ability to identify measure and manage factors that could have an impact on its solvency or financial situation. OTC Over-the-counter. P&L Profit & Loss, or income statement. P3CI A loan covering CCIs (cooperative investment certificates). PD Probability of default, i.e. the likelihood that a counterparty of the bank will default within a one-year period. PEP Politically exposed person. PEPP The Pandemic Emergency Purchase Program (PEPP) is an unconventional monetary policy program launched by the European Central Bank in March 2020 to combat the economic crisis linked to the COVID-19 pandemic. It is part of the family of unconventional monetary policies. It consists of massive bond buybacks.
9 GLOSSARY 524 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 Permanent employment contract Permanent employment contract. PERP Retirement Savings Plan (Plan d’Épargne Retraite Populaire). Personal guarantee Represented by a surety, independent guarantee or letter of intent. In the context of a surety, the guarantor promises to repay the creditor a debtor’s obligation in the event the debtor is unable to do so itself. An independent guarantee is a commitment through which the guarantor promises to pay an amount, upon first request or pursuant to agreed terms, in consideration of an obligation taken out by a third party. A letter of intent is an agreement to act or refrain from acting that is intended to support a debtor in meeting its commitment. PFE Own Funds Requirement: the amount of capital that is required to be held, i.e. 8% of risk-weighted assets (RWA). Phase-in Refers to compliance with current solvency requirements, in accordance with the transitional period for the implementation of Basel 3. Physical risk Refers to the financial impact of climate change, involving more frequent extreme weather conditions and gradual climate changes. Physical risk is thus categorized as “acute” if it occurs as a result of extreme events, such as floods and storms, and as “chronic” if it results from gradual changes, such as rising temperatures, rising seas, and water stress. Physical risks can have financial repercussions for organizations, such as direct damage, supply shocks (on their own assets or indirect impacts on their supply chain) or demand shocks (impacting downstream destination markets). Organizations’ financial performance can also be affected by changes in water availability, supply and quality, food safety, and extreme temperature changes affecting the organizations’ premises, operations, supply chain, transportation needs and employee safety. Pillar I Pillar I sets minimum requirements for capital. It aims to ensure that banking institutions hold sufficient capital to provide a minimum level of coverage for their credit risk, market risk and operational risk. The bank can use standardized or advanced methods to calculate its capital requirement. Pillar II Pillar II governs a prudential supervision process that complements and strengthens Pillar I. It includes: (i) the analysis by the bank of all its risks, including those already covered by Pillar I; (ii) the bank’s estimate of its capital requirements to cover its risks; and (iii) the comparison by the banking supervisor of its own analysis of the bank’s risk profile with that carried out by the latter, with a view to adapting, if necessary, its prudential action by capital exceeding the minimum requirements or any other appropriate technique. Pillar III Pillar III is concerned with establishing market discipline through a series of reporting requirements. These requirements – both qualitative and quantitative – are intended to improve financial transparency in the assessment of risk exposure, risk assessment procedures and capital adequacy. Pricing Pricing. Probability of default See PD. Process Process. Rating An appraisal by a credit rating agency (Moody’s, Fitch Ratings, Standard & Poor’s) of the creditworthiness of an issuer (company, government or other public entity) or a transaction (bond issue, securitization, covered bond). The rating has a direct impact on the cost of raising capital. Rating agency An organization that specializes in assessing the creditworthiness of issuers of debt securities, i.e. their ability to honor their commitments (repayment of capital and interest within the contractual period). RBC Risk-based capital. Real collateral Guarantees that may consist of assets in the form of tangible or intangible assets, movable or immovable, such as raw materials, precious metals, sums of money, financial instruments or insurance contracts. Resecuritization The securitization of an exposure that is already securitized where the risk associated with an underlying pool of exposures is tranched and at least one of the underlying exposures is a securitization position. Risk appetite The degree of risk, by type and by business line, that the institution is prepared to take on in the pursuit of its strategic objectives. Risk appetite can be expressed through either quantitative or qualitative criteria. Risk Appetite Framework (RAF) Document describing the interface between the organization’s key processes and the implementation of the governance that puts the RAS into action. Risk Appetite Statement (RAS) Document setting out, in qualitative and quantitative terms, the risks that the bank is prepared to take. Risk Assessment Risk Assessment. Risk weight (RW) The percentage value by which a given exposure is multiplied, used in the calculation of the corresponding risk-weighted assets. Risk-weighted assets See RWA. Risk-weighted assets (RWA) Exposure value multiplied by its risk weight RMBS Residential Mortgage-Backed Security, i.e. a debt security backed by a pool of assets consisting of residential mortgage loans. RWEA Risk Weighted Exposure Amounts, or risk weighted EAD
9 GLOSSARY 525 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 ROE (Return on Equity) Net income (excluding returns on hybrid securities recognized as equity instruments) divided by shareholders’ equity (restated for hybrid securities), used to measure the profit generated on capital. RSSl Head of Information Systems Security. RTT Compensatory time off in lieu of overtime pay (Réduction du Temps de Travail). RW Risk weight. RWA Risk Weighted Assets, or risk-weighted EAD. S&P Standard & Poor’s. SA (Standard Approach) Approach used to measure credit risk as defined by EU Regulations. Sales Sales. SCPl Real estate investment trust (Société Civile de Placement Immobilier). SEC US Securities and Exchange Commission. Securitization A transaction whereby credit risk on loan receivables is transferred to investors by an entity through the issue of negotiable securities. This may involve the transfer of receivables (physical securitization) or the transfer of risks only (credit derivatives). Some securitization transactions are subordinated through the creation of tranches. SEF Structured Export Finance. SEPA Single Euro Payments Area. SFDR Sustainable Finance Disclosure Regulation: The EU SFDR imposes transparency rules on financial market participants and financial advisors in the EU regarding the integration of sustainability risks and the consideration of negative sustainability impacts in their investment and advisory processes. SFEF Société de Financement de l’Économie Française (SPV set up by the French government to refinance French banks during the financial crisis). SFS Specialized Financial Services. SIFA Société d’Investissement France Active: The investment company through which France Active receives solidarity-based savings and invests them in the Social and Solidarity-Based Economy and socially innovative companies. Small cap Small market capitalization. SMC Senior Management Committee. SME Small and medium-sized enterprises. SMEs Small and medium-sized enterprises. SMI Small and medium-sized industries. Solvency Measures the ability of a business or an individual to repay its debt over the medium to long term. For a bank, solvency reflects its ability to cope with the losses that its risk profile is likely to trigger. Solvency analysis is not the same as liquidity analysis. The liquidity of a business is its ability to honor its payments in the normal course of its business, to find new financing sources and to achieve a balance at all times between its incomings and outgoings. For an insurance company, solvency is covered by the Solvency II Directive (see Solvency II). Solvency II European Directive on insurance and reinsurance undertakings intended to ensure that they comply at all times with their commitments towards policyholders in view of the specific risks incurred by such businesses. It aims to achieve an economic and prospective assessment of solvency based on three pillars – quantitative requirements (Pillar I), qualitative requirements (Pillar II) and information for the public and the supervisor (Pillar III). Adopted in 2014, it was enacted into national law in 2015 and came into force on January 1, 2016. Spread The difference between the actuarial rate of return on a bond and the actuarial rate of return on a risk-free loan with the same duration. SREP Methodology for assessing and measuring the risks for each bank. SREP gives the prudential authorities a set of harmonized tools to analyze a bank’s risk profile from four different angles: business model, governance and risk management, risk to capital, and risk to liquidity and financing. The supervisor sends the bank the SREP decisions at the end of the process and sets key objectives. The bank must then “correct” them within a specific time-frame. SRF Single Resolution Fund. SRI The SRI (Socially Responsible Investment) label is a tool for choosing responsible and sustainable investments. Created and supported by the Ministry of Finance, the aim of the label is to make socially responsible investment products more visible to savers in France and Europe. SRM Single Resolution Mechanism. SRM Single Resolution Mechanism (SRM): An EU-level system to ensure an orderly resolution of non-viable banks with a minimal impact on taxpayers and the real economy. The SRM is one of the pillars of the European Banking Union and consists of an EU-level resolution authority (Single Resolution Board – SRB) and a common resolution fund financed by the banking sector (Single Resolution Fund – SRF).
9 GLOSSARY 526 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 SSM Single Supervisory Mechanism. Stress test A bank stress test simulates the behavior of a bank (or group of banks) under extreme but realistic economic scenarios (i.e. worsened prospects for growth, unemployment and inflation, cumulated) to assess whether the bank’s (or banks’) capital reserves are sufficient to absorb such a shock. Stressed value at risk (stressed VaR) Like the VaR approach, stressed VaR is calculated based on a fixed econometric model over a continuous 12-month period under a representative crisis scenario relevant to the bank’s portfolio, using a “historical simulation” with “one-day” shocks and a confidence interval of 99%. However, unlike VaR, which uses 260 daily fluctuation scenarios on a sliding one-year period, stressed VaR uses a one-year historical window corresponding to a period of significant financial tension. Structural interest rate and exchange rate risk The risk of losses or impairment on assets arising from changes in interest rates or exchange rates. Structural interest/exchange rate risks are associated with commercial activities and proprietary transactions. Structured issue/structured product A financial instrument combining a bond product and an instrument, such as an option, providing exposure to any asset type (equities, forex, fixed-income, commodities). Such instruments may be backed by a (total or partial) guarantee on the investment. In a different context, the term “structured product” or “structured issue” can also refer to securities resulting from securitization transactions, for which a ranking of bearers is established. Subordinated notes Debt securities that are ranked below senior debt in terms of repayment priority. Sustainability-Linked Bond Principles The Sustainability-Linked Bond Principles provide guidelines for use by market participants and are intended to stimulate the provision of information necessary to enhance the capital allocation of Sustainability-Linked Bonds. They apply to all types of issuers and all types of financial market instruments. SVaR Stressed Value at Risk. SVT Government bond primary dealer (Spécialiste en Valeurs du Trésor). Swap An agreement between two counterparties to exchange different assets, or revenues from different assets, until a given date. SWWR Specific Wrong Way Risk. Systemically important financial institution (SIFI) Systemically Important Financial Institution (SIFI): The Financial Stability Board (FSB) coordinates the comprehensive measures intended to reduce the moral hazard and risks posed by global systemically important financial institutions (G-SIFIs) to the global financial system. These institutions meet the criteria established by the Basel Committee as outlined in “Global systemically important banks: Assessment methodology and the additional loss absorbency requirement” and are identified in a list published in November 2011. The FSB updates this list in November of each year. To date there are 29 such institutions. Tier Tier 1 (T1) refers to the portion of a financial institution’s prudential capital that is considered to be the most solid. It includes its share capital and retained earnings allocated to reserves. The ratio of Tier 1 capital to risk-weighted assets is a solvency indicator used in the Basel 1, Basel 2 and Basel 3 prudential accords. TLAC Total Loss Absorbing Capacity – ratio to measure the capacity to absorb financial losses TLTRO III Targeted Longer-Term Refinancing Operations. In order to maintain favorable credit conditions in the euro zone and maintain an accommodating monetary policy, the Eurosystem announced on March 7, 2019 the launch of a third series of targeted long-term refinancing operations. TMO Average bond market rate (Taux Moyen Obligataire). Total Capital Ratio Ratio of overall capital (Tier 1 and Tier 2) to risk-weighted assets. Trading Trading. Transformation risk The risk associated with assets that are financed by liabilities with different maturities. Because banks’ traditional activity is to make longer-term use of liabilities with short maturities, they naturally tend to incur transformation risk, which in turn is a source of liquidity and interest rate risks. Positive term transformation occurs when assets have a longer maturity than liabilities. Negative term transformation occurs when assets are financed by liabilities with longer maturities. Transition risk Refers to the financial loss suffered by an institution that may result, directly or indirectly, from the process of adjustment to a more environmentally sustainable low-carbon economy. The transition to a low-carbon economy may result in significant political, legal, technological and market changes to address climate change mitigation and adaptation requirements. Depending on the nature, speed and direction of these changes, these transition risks may present varying levels of financial and reputational risk to organizations. Treasury stock The equity share held by the Company, especially through the share buyback program. Treasury stock does not bestow voting rights and is not included in the calculation of earnings per share, except for securities held in association with a liquidity contract. TRS Total return swap, i.e. a transaction whereby two parties exchange the income generated and any change in value on two different assets over a given time period.
9 GLOSSARY 527 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022 TUP Total transfer of assets and liabilities (Transmission Universelle de Patrimoine) UK United Kingdom. US United States of America. USD US dollar. Value at Risk (VaR) A measure of market risk on a bank’s trading book expressed as a monetary value. It allows the entity performing the calculation to appraise the maximum losses liable to be incurred on its trading book. A statistical variable, VaR is always assigned a confidence interval (generally 95% or 99%) and a specific time frame (in practice, one day or 10 days, as the trading positions involved are meant to be unwound within a few days). Volatility A measurement of the magnitude of an asset’s price fluctuation and thus a measurement of its risk. Volatility corresponds to the standard deviation of the asset’s immediate returns over a given period. VSE Very small enterprises. WWF World Wildlife Fund is an international non-governmental organization (INGO) founded in 1961, dedicated to environmental protection and sustainable development. It is one of the world’s largest environmental INGOs with more than six million supporters worldwide, working in over 100 countries, and supporting approximately 1,300 environmental projects. WWR Wrong-way risk
9 GLOSSARY 528 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2022
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