NATIXIS -2020 Universal Registration Document

CAPITAL AND SHARE OWNERSHIP Issues potentially relevant to any public offering

As a result, by decision of March 1, 2020 , the Chief Executive Officer, by virtue of the powers granted to him by the Board of Directors, acknowledged capital increases by capitalization of reserves in the amount of €2,961,124.80via the issue of 1,850,703 new shares with a par value of €1.60 in respect of the 2017 Plan, and in the amount of €1,467,696 via the issue of 917,310 new shares with a par value of €1.60 in respect of the 2018 Plan, thereby increasing the Company’s share capital from €5,044,925,571.20 to €5,049,354,392.

By virtue of the authorization granted by the Combined General V Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors decided at its July 28, 2016 meeting to award a total of 151,283bonus shares under the 2016 Plan to the members of the Natixis Senior Management Committee. The vesting period for these shares expired on July 28, 2020. As a result, by decison of July 28, 2020 , the Chief Executive Officer, by virtue of the powers granted to him by the Board of Directors, acknowledged capital increases by capitalization of reserves in the amount of €168,011.20 via the issue of 105,007 new shares with a par value of €1.60, thus bringing the Company’s share capital from €5,049,354,392 to €5,049,522,403.20. In order to align the interests of Natixis employees with the growth and earnings of Natixis over the long term, the Board of Directors of Natixis agreed to use the authorization granted by the General Shareholders’Meeting to carry out a capital increase reserved for the employees of Natixis, without their preferential subscription right under the Mauve employee share ownershipplan, for the years 2013 to 2016 inclusive and again in 2018. In a resolution dated May 28, 2019, the Combined General Shareholders’ Meeting renewed the authorization granted to the Board of Directors to decide whether to increase share capital, in one or more stages, up to a maximumof fifty (50) million euros, through the issue of shares or securities giving access to share capital reserved for members of employee savings plans. It also established that the delegation of authority to issue shares would remain valid for a period of 26 months from the date of said meeting. Natixis’ Board of Directors did not use this delegation of authority in 2020.

Mauve employee share ownership plan The Mauve plan is reserved for employees of companies included in the scope determined by the Board of Directors, which comprises Natixis S.A.and its subsidiariesand branches,who are enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope. Under the Mauve plan, beneficiariesare able to subscribe for Natixis shares (or for a similar alternative if they are international beneficiaries) on advantageous terms and with the benefit of employer-paid contributions in compliance with the provisions of existing plans within Natixis. Amounts invested in the Mauve plan arelocked up for a period of five years, barring cases of early release applicable to employee savings plans in France. This time period may be reduced outside of France based on local legislation and the alternative proposed.

Issues potentially relevant 7.5 to any public offering

7

Article L.22-10-11 of the French Commercial Code requires companies whose securities are admitted for trading on a regulated market to disclose and explain certain information, where said information may have an impact in the event of a public offer.

Natixis’ main shareholder BPCE held 70.57% of the share capital and 70.66% of the voting rights at December 31, 2020. Given its capital structure, Natixis believes that a hostile takeover bid would have very little chance of succeeding.

549

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

Made with FlippingBook Publishing Software