NATIXIS - 2021 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2021 OF MAY 28, 2021 AND DRAFT RESOLUTIONS

Price or procedures for determining the price Price set by your V Board, at least equal to the Legal Minimum Price

Reasons for possible uses of the delegated power

Other information for comments

No. Purpose

Duration

Specific cap

22 Issuance by way of public offers (other than those referred to in Article L.411-2

Possibility of issuing V shares after the issue of securities giving access to the Company’s share capital by Subsidiaries of your Company Possibility through a V public offer of issuing (i) securities giving access to equity securities to be issued by a Subsidiary and/or (ii) shares giving access to equity securities

26 months Possible use by your Board V to decide on these issues and carry out issues without preferential subscription rights in favor

Ceiling: five hundred V (500) million euros Issue to be charged V against the Global cap Caps provided V excluding any

of shareholders in France or abroad, through public offers other than those referred to in Article L.411-2 of the French Monetary and Financial Code. May be used to issue shares V or securities giving access to the share capital* as compensation for shares of a company meeting the criteria set out in Article L. 22-10-54 of the French Commercial Code as part of a public exchange offer initiated by your Company in France or abroad according to local rules, in which case your Board would be free to set the exchange ratio, as the price rules described below do not apply.

of the French Monetary and Financial Code) of shares and/or securities giving access to the Company’s share capital or giving entitlement to the allocation of debt securities with cancellation of PSR

additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital

existing or giving entitlement to the allocation of debt securities, from a third-party company. introducing, on the French market and if

Possibility of V

circumstances permit, a non-negotiable priority right, which may include over-subscription rights, for which the Board will set the exercise conditions. Unusable authorization V Possibility of issuing V shares after the issue of securities giving access to the Company’s share capital by Subsidiaries of your Company Possibility through a V public offer of issuing (i) securities giving access to equity existing or giving entitlement to the allocation of debt securities, from a third-party company. Unusable authorization V during public share offers securities to be issued by a Subsidiary and/or (ii) shares giving access to equity securities during public share offers

23 Issuance by way of public offers referred to in

Price of the shares V and securities giving access to the share capital set in the same manner as for the 22 nd resolution

26 months May be used by your Board V to decide on these issues and to make offers through private placement

Ceiling: five hundred V (500) million euros May not in any case V exceed the legally set limit for this type of offer (to date, 20% of the share capital per year). Issue to be counted V against the Global cap and the ceiling of €500 million provided for by the resolution on issues by way of public offers (other than those referred to in Article L.411-2 of the French Monetary and financial Code) entitlement to the allocation of debt securities with waiver of PSR. Caps provided V excluding any additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital of shares and/or securities giving access to the Company’s share capital or giving

Article L.411-2 of the French Monetary and Financial Code of shares and/or securities giving access to the Company’s share capital or giving entitlement to the allocation of debt securities with cancellation of PSR

RESOLUTIONS

75

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NATIXIS MEETING NOTICE 2021