NATIXIS // 2021 Universal Registration Document
LEGAL AND GENERAL INFORMATION Natixis bylaws
Natixis bylaws 8.2
Chapter II: Share capital – Shares – Payments Article 3 – Share capital The share capital is set at €5,057,122,683.20 divided into 3,160,701,677 fully paid-up shares of €1.60 each. Article 4 – Form and transfer of shares Shares in the Company may either be registered shares or identifiable bearer shares, at the shareholder’s discretion. They are registered in share accounts and are transferred according to the terms provided for by law and regulations. Article 5 – Identification of the shareholders The Companymay, under the conditions stipulated by the legislative and regulatory provisions in force, request any organization or authorized intermediary to communicate all information regarding the holders of securities conferring immediately or in the future voting rights in its Shareholders’ Meetings, namely their identity, nationality, address, number of securities owned and the restrictions to which these securities may be subject. Any individual or legal entity owning directly or indirectly, alone or jointly, a fraction of 1% of the voting rights (on the basis of all the voting rights attached to the shares, including those deprived of voting rights), or any multiple of this percentage, shall notify the Company by registered letter with acknowledgmentof receipt of the number of votes they possess. This notice must be made within a period of 15 days following each acquisition or sale of this fraction. In the event of non-compliance with the notification requirement provided for in the previous paragraphand upon request, recorded in the minutes of the meeting from a shareholder representingat least 1% of the voting rights, the shares exceeding the fraction which should have been declared will lose their voting rights for a period of two years following the notification compliance date. Article 6 – Indivisibility of shares The shares are indivisible from the Company’s perspective. Joint owners are required to be represented to the Company by a single person chosen among them or by a sole proxy. Article 7 – Rights and obligations attached to the shares Except for the rights whichmay be granted to preferredshares, if any were created, each share entitles its owner to a share in the ownership of the Company’s assets which is proportional to the number of shares issued. Shareholders shall be liable for losses only to the extent of their contributions to the Company’s share capital. The rights and obligationsattached to a share follow it. Ownershipof a share implies, by the operation of law, acceptance of the Company’s bylaws and of the resolutions voted by the General Shareholders’ Meeting. Article 8 – Modification of the capital The share capital may be increased, amortized or reduced by all procedures and according to all means authorized by law and regulations. The new shares subscribed will be paid-up according to the decisions voted by the General Shareholders’Meetingor the Board of Directors. Failure to pay up the shares is sanctioned under the conditions stipulated by the regulations in force.
As a result of the squeeze-out by BPCE effective on July 21, 2021 on the Natixis shares not held by BPCE and the delisting of Natixis shares from the Euronext Paris regulated market on the same day, BPCE holds 99.78% of the share capital of the Company as of December 31, 2021. The bylaws below will be amended by the Ordinary and Extraordinary General Shareholders’ Meeting on March22, 2022 in order to adapt themto the delisting of Natixis. These bylaws are up to datewith the increase in the V share capital of March 1, 2022. Natixis A joint company with a Board of Directors with share capital of €5,057,122,683.20. Registered office: 30 avenue Pierre-Mendès-France – 75013 Paris, France – RCS (Trade and Companies Register) Paris No. 542 044 524. Chapter I: Form of the Company – Name – Registered office – Term – Corporate purpose Article 1 – Legal form – Name, registered office and term Natixis is a joint stock company (société anonyme) with a Board of Directors. It is governed by the regulations pertaining to commercial companies, by the provisions of the French Monetary and Financial Code (Code monétaire et financier) and by these bylaws. The name of the Company is “Natixis”. The registered office of the Company is in Paris (13 th arrondissement), 30, avenue Pierre Mendès-France. The term of the Company, created on November 20, 1919, was increased to ninety-nine years beginning on November 9, 1994, unless it is extended or dissolved early. Article 2 – Corporate purpose The corporate purpose, in France and elsewhere, comprises: the conduct of all banking business and related businesses as per V the banking law; the provision of all investment services as defined in the French V Monetary and Financial Code; the performance of the specific assignments entrusted by the V French State in the economic and financial area, in the framework of special agreements; the performance of all brokerage business; V the acquisition of interests in companies, groups or associations V with a direct or indirect connection with the activities referred to above; and the execution of all private and commercial transactions. V
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021
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