NATIXIS -2020 Universal Registration Document

8 GENERAL SHAREHOLDERS’ MEETINGS

Combined General Shareholders’ Meeting of May 28, 2021

These share purchases would be for the purposes of: managing the liquidity contract; V

The draft resolutions propose the renewal of the financial delegations previously authorized by the General Shareholders’ Meeting of May 28, 2019. The purpose of these authorizations and financial delegations is to allow your Board of Directors,within a period of 26 monthsfrom your General Shareholders’ Meeting, to have flexibility in the choice of possible issues and to adapt, when the time comeswith flexibility, the natureof the financial instrumentsto be issuedaccordingto the state and thepossibilities of the French or international financial markets. Thus, the twenty-first resolution aims to confer on the Board of Directors the authority to decide on the increase the share capital (immediatelyor in the future) - in accordancewith variousmethods -, with preferential subscription rights*. The twenty-second, twenty-third, twenty-fourth and twenty-seventh resolutions aim to confer on the Board of Directors the authority to decide to increase the share capital (immediatelyor in the future) - in accordancewith various methods - without preferential subscription rights. These capital increases may be carried out either by issuing shares or by issuing securities that give access to the share capital or debt securities. Consequently, these resolutionsmake it possible to carry out issues, with preferential subscription rights on the one hand (twenty-first resolution), and/or without preferential subscription rights on the other hand (twenty-second, twenty-third, twenty-fourth and twenty-seventhresolutions),subject to compliancewith the following limits: Global cap : the nominal amount of all capital increases likely to be V carried out immediately or in the future with or without preferential subscription rights (21 st to 27 th resolutions) may not exceed €1.5 billion, i.e. approximately 30% of the existing share capital to date; and under ceiling : the nominal amount of capital increases likely to be V carried out immediately or in the future without preferential subscription rights (22 nd to 24 th resolutions) may not exceed €500 million, i.e. 10% of the existing share capital to date. Your Board of Directors proposes that you grant, for some of these resolutions, the option to cancel this preferential subscription right. Depending on market conditions, the nature of the investors concerned by the issue and the type of securities issued, it may be preferable, or even necessary, to waive the preferential subscription right, in order to place the securities in the best possible conditions, particularlywhen the speed of transactions is an essential condition for their success, or when the issues are carried out on foreign financial markets. Such a cancelationmay make it possible to obtain a larger pool of capital due to more favorable issue conditions. Lastly, the law sometimes provides for this cancelation: specifically, the vote of the delegation authorizing your Board of Directors to issue shares reserved for members of savings plans (27 th resolution) would entail, by law, the express waiver by the shareholders of their preferential subscription rights in favor of the beneficiaries of these issues. In the event of an issue with cancellationof preferential subscription rights by way of public offers (other than those referred to in Article L.411-2 of the French Monetary and Financial Code), your Board of Directors may establish a priority right*, if applicable, with over-subscription privileges*.

allocating or transferring shares to employees in respect of their V contribution of the Company profits, Employee Savings schemes or share buyback programs and to award free shares or any other form of share allocation to members of staff; canceling shares; V tendering shares upon exercising rights attached to securities V granting rights to capital; tendering shares (for exchange, payment or another reason) in V connection with acquisitions, mergers, spin-offs or assettransfers; This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release. The maximum share price cannot exceed ten (10) euros per share. These shares may be bought, sold or transferredat any time (except in the event of a takeoverbid of the Company’sshares) by any means (including block trades or the use of derivatives) in accordancewith the regulations in effect ( see the summary table on the financial resolutions submitted to the shareholders in Appendix 1). Resolutions requiring the approval of the Extraordinary General Shareholders’ Meeting (20 th to 29 th resolutions) Reduction of the share capital by cancelation of treasury shares held by the Company (20 th resolution) In the twentieth resolution, the General Shareholders’ Meeting is asked to renew the authorization granted to the Board of Directors for a period of 26 months to cancel, by way of a reduction in the share capital, all or part of the shares held by Natixis directly or acquired pursuant to the authorization granted by the Ordinary General Meeting, up to a limit of 10% of the share capital per period of 24 months. This authorization will invalidate any previous authorization of the same nature, up to the amount of unused amounts (see hereafter the summary table on the financial resolutions presented to the General Shareholders' Meeting ). Renewal of financial authorizations and delegations (21 st to 27 th resolutions) The Board of Directors has financial authorizations and delegations granted to it in 2019 and which expire during the fiscal yea2r021. The General Shareholders’ Meeting is, therefore, asked to renew these financial authorizations and delegations,which are all intended to give your Company the necessary flexibility to manage its financial structure (subject to certain limits/ceilings set out below), in particular by allowing the Board of Directors to increase the share capital, according to various methods and for various reasons set out below and in the summary table below.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020