NATIXIS -2020 Universal Registration Document

7 CAPITAL AND SHARE OWNERSHIP Authorized potential capital

Special report on transactions carried out in under 7.4.2 the provisions of Articles L.225-197-1 to L.225-197-3 of the French Commercial Code during the year 2020

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 thirseport. Pursuant to the authorization granted by the twenty-fifth resolution of the Combined General Meeting of May 28, 2019, the Board of Directors decided to grant free shares (i) to certain employees of the Company at its meeting of April 10, 2020 and (ii) to the members of the Senior Management Committee of the Company at its meeting of May 20, 2020.

The following table does not detail the beneficiaries by employee category because, on the one hand, the allocation of shares carried out on April 10, 2020 corresponds to a portion of the deferred variable compensation indexed to the Natixis share in accordance with CRD Regulations (and does not depend on belonging to a professional category), and on the other, the allocation of shares made on May 20, 2020 was determined in a uniform manner for all beneficiaries (excluding corporate officer). The number of beneficiariesas well as the number and value of free shares awarded by the Company during the year are as follows:

28/05/2019 (25 th resolution)

Date of General Shareholders’ Meeting

10/04/2020

20/05/2020

Date of Board of Directors’ Meeting (grant date)

Free shares

Performance shares (LTIP)

Free shares/performance shares

Closing price on the grant date

€2.24 (a)

€1.99 (b)

Valuation based on share price

€8,060,376

€532,560

Total number of bonus shares allocated

3,598,382

267,618

Of which corporate officers (c)

N/A

77,783

Of which other employees

3,598,382

189,835

Of which ten leading employees

830,513

189,835

Number of beneficiaries

185

10

Closing price of Natixis shares on 09/04/2020. Closing price of Natixis shares on 20/05/2020.

(a) (b) (c)

Natixis’ Chief Executive Officer.

The items below are provided for additional information. Bonus shares in vesting period The table below details the free shares granted during the vestinpgeriod in previous years.

24/05/2016 (19 th resolution) 02/08/2018

24/05/2016 (20 th resolution) 12/04/2019

24/05/2016 (19 th resolution) 28/05/2019

24/05/2016 (19 th resolution) 23/05/2017

24/05/2016 (20 th resolution) 13/04/2018

24/05/2016 (19 th resolution) 23/05/2018

Date of General Shareholders’ Meeting Date of Board of Directors’ Meeting (grant date) Total number of shares granted (a) Vesting date (definitive allocation) (b)

79,369

3,389,678

69,685

13,605

2,600,406

105,128

23/05/2021 01/03/2020 (c) 01/03/2021 13/04/2021 13/04/2023

23/05/2022

22/05/2022 01/03/2021 (c) 01/03/2022

28/05/2023

Details of the shares allocated to executive corporate officers are provided in section 2.3.2.4 (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 by beneficiaries. (c) Free shares in the holding period delivered during fiscal year 2020 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 2020 by decision of the Chief Executive Officer.

respect of the 2017 Plan. The vesting period for the last tranche of this award expired on March 1, 2020. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its April 13, 2018 meeting to award a total of 3,389,678 bonus shares to certain employees of Natixis and its subsidiaries, and to the Chief Executive Officer of Natixis in respect of the 2018 Plan. The vesting period for the first tranche of this award also expired

By virtue of the authorization granted by the Combined General V Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its April 10, 2017 meeting to award a total of 3,012,307 bonus shares to certain employees of Natixis and its subsidiaries, and to the Chief Executive Officer of Natixis in

on March 1, 2020.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020