NATIXIS // 2021 Universal Registration Document

NATIXIS OVERVIEW 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 mechanism, the purpose of which, according to Articles L.511-31 and 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 capital adequacy 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. Thus, in the event of difficulties for Natixis, (i) BPCE will firstly mobilize its own funds as a shareholder; (ii) if they are not sufficient, BPCE could call on the mutual guarantee fund created by BPCE, with, as of December 31, 2021, a total of €344.8 million in assets contributed equally by the two banking networksof Banque Populaireand Caisse d’Epargne, which is expected to grow through annual contributions (subject to the amounts that would be used in the event of a call to the fund); (iii) if BPCE’s own funds and the mutual guarantee fund were not sufficient, BPCE could call on the guarantee funds of each of the two networks of Banque Populaire and Caisse d’Epargne for a total amount (in equal shares) of €900 million and on the mutual guarantee fund of the Banque Populaire and Caisse d’Epargne,made up of depositsmade by the Banque Populaire banks and the Caisses d’Epargne in the books of BPCE in the form of term accounts with a fixed-term deposit duration of ten years and renewable indefinitely. Lastly, (iv) if the use of BPCE’s regulatory capital and these three guarantee funds is insufficient, additional amounts would be requested from all the Banques Populaires and Caisses d’Epargne. It should be noted that the guarantee funds referred to above comprise a Groupe BPCE internal guaranteemechanismactivated at the initiative of the BPCE Management Board, or a competent authority dealing with banking crises which may request their use if deemed necessary.

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In the event of court-ordered liquidation concerning all the affiliates, the external creditors with equal ranking or identical rights of all the affiliates would be managed in hierarchicalorder of creditors in equal fashion and irrespective of their associationwith 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 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 termination,and in accordancewith Article L.613-55-5of the French Monetary and Financial Code, identical depreciation and/or conversion rates would be applied to debts and receivables of the same rank, regardless of their attachment to a particular affiliated entity in the order of the hierarchy mentioned above. Due to Natixis’ affiliation with the BPCE central institution and the systemic nature of Groupe BPCE, and the assessment currently made by the resolution authorities, resolution measures would be more likely to be taken, if necessary, than the opening of court-ordered liquidation proceedings. Resolution proceedings may be initiated against BPCE and all affiliated entities if (i) the default of BPCE and all affiliatedentities 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 clients, 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, amongothers: 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 replacementor substitutionof the institutionas debtor of the debt instruments,changesin the terms and conditionsof the debt instruments(includingmodificationof the maturityand/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 removalof executiveofficersor the appointment of a temporaryadministrator(special administrator)and the issue of capital or equity.

As a result of this full and complete legal solidarity, one or more affiliates cannot find themselves in compulsory liquidation, or be affected by resolution measures within the meaning of the EU Directive No. 2014/59 for the recovery and resolution of credit institutions, as amended by EU Directive No. 2019/879 (the “BRRD”), without all affiliates being in the same position. In accordance with Article L.613-29 of the French Monetary and Financial Code, the judicial liquidation procedure would therefore be implemented in a coordinated manner with regard to the central institution and all of its affiliates.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021