NATIXIS -2020 Universal Registration Document

PRESENTATION OF NATIXIS History and links with BPCE

Financial solidarity mechanismwith BPCE 1.1.2 Including Natixis, all the institutions affiliated with the central institution of Groupe BPCE benefit from a guarantee and solidarity mechanismthe purpose of which, according to Articles L.511-31and 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 support is based on legislative provisions imposing a legal solidarity mechanism by which the central institution is required to restore the liquidity or solvency of affiliates in difficulty, and/or all affiliates of the Group, by providing, as necessary, the total capacity and regulatory capital of all contributing affiliates. As a result of this fully-engaged legal solidarity mechanism, one or more affiliates cannot be placed in court-ordered liquidation nor be affected by the resolution measures within the meaning of Directive 2014/59 EU without this being is the case for all the affiliates.

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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 resolution, identical write-down and/or conversion rates would be applied to the debts and credits of the same ranking and irrespective of their association to any given affiliated entity, and in the order of the hierarchy set out above. Only the entities not concerned by court-ordered liquidation nor resolution measures and which do not contribute to the Group solidarity mechanism, as is the case of Natixis, are excluded from contributing to the bail-in of other failing affiliates. It should be noted that the guarantee funds referred to above comprise a Groupe BPCE internal guaranteemechanismactivated at the initiative of the BPCE ExecutiveBoard, or the competentauthority dealing with banking crises which may request their use if deemed necessary. A resolution procedure may be initiated against Groupe BPCE if (i) the Group’s default is proven or foreseeable, (ii) there is no reasonableprospect 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 customers, 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 commitmentswhen 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 expandedpowers to implementother resolutionmeasures in relation to failing institutionsor, 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 substitutionof the institutionas debt or 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 executives or the appointment of a temporary administrator (special administrator) and the issue of capital or equity.

In accordance with Article L. 613-29 of the French Monetary and Financial Code, the judicial liquidation procedure is therefore implemented in a coordinated manner with regard to the central institution and all of its affiliates. Thus, in the event of difficulties for Natixis, (i) BPCE will firstly mobilize its own funds as a shareholder; (ii) if this is not sufficient, BPCE could call on the mutual guarantee fund created by BPCE, which at December 31, 2020 had a total of : €351.4 million in assets, contributed equally by the two Banque Populaire and Caisse d’Epargne networks, which are expected to grow through annual contributions (subject to the amounts that would be used in the event of calls for funds); (iii) if BPCE’s own funds and this mutual guarantee fund were not sufficient, BPCE couldcall (in equal shares) the guarantee funds of each of the two Banque Populaire and Caisse d'Epargne networks for a total amount of €900 million and the Mutual Guarantee Fund of the Banque Populaire banks and Caisse d’Epargne, made up of deposits made by the Banque Populaire banks and the Caisses d'Epargne in the books of BPCE in the form of term accounts with a term of ten years and renewable indefinitely, in the amount of €176 million at December 31, 2020. Lastly, (iv) if the use of BPCE’s equity capital and these three guarantee funds is insufficient, additional amounts would be requested from all the Banque Populaire banks and Caisses d’Epargne. In the event of court-ordered liquidation concerning all the affiliates, the external creditors of all the affiliates are managed by their ranking and in the order of hierarchy in an identical 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

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

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