NATIXIS // 2021 Universal Registration Document

LEGAL AND GENERAL INFORMATION Statutory Auditors’ special report on related-party agreements

In addition, the agreement provides for the automatic transfer of employees located within Natixis whose functions are dedicated to the Insurance and Payments business to the benefit of Holding Assurances and Holding Paiements respectively. It also provides for the information and consultationof employee representativebodies, then, at the end of this procedure, the signing of the final documentation (notably contribution agreements, TSAs and/or service level agreements (SLAs), exit agreements). It should be noted that the transaction is justified in the interests of Natixis and Groupe BPCE, particularly in view of the strategic plan approved by Natixis on July 7, 2021 and the fairness of the valuation of the “Insurance” and “Payments” business lines, it being specified that the proposed project would complete the movement initiated by the successful creation of the SEF division within Groupe BPCE, the Insurance and the Payments business lines are now directly attached to BPCE, better able to ensure their future development in conjunction with its primary customers, which would allow the Company to refocus on its traditional core business lines by dedicating the necessary resources to them. This negotiation protocol will be submitted to the General Shareholders' Meeting of March 22, 2022, for approval. Corporate officers concerned on the day of the transaction: Laurent Mignon, Catherine Halberstadt (permanent representative of BPCE), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Daniel de Beaurepaire, Dominique Duband and Christophe Pinault. Expenses related to this agreement amounted to €1.8 million at December 31, 2021. (Holding Assurances) and Natixis On February 10, 2022, the Board of Directors authorized the conclusion of a contribution agreement between Kimo (Holding Assurances) and Natixis and approved all the terms and conditions, notably financial, provided for in said agreement. As part of the repositioning of Natixis Assurances under Holding Assurances (Kimo), which is intended to be wholly-owned by BCPE, this agreement aims to enable Natixis to make a contribution in kind of 100% of the Natixis Assurances shares it holds for the benefit of Holding Assurances, the shares of Holding Assurances issued in consideration for this contribution being then intended to be distributed to Natixis shareholders, followed by the acquisition by BPCE of all the shares received from Holding Assurances by the beneficiaries of free shares in respect of the distribution as a result of the exercise of the sales agreements provided for in the liquidity contracts. It should be noted that the transaction is justified in light of Natixis’ interests, particularly in view of the fairness of the valuation of the Insurance business, it being specified that this transaction Contribution agreement between Kimo 3.

completes the movement initiated by the successful creation of the SEF division within Groupe BPCE, with the Insurance business now reporting directly to BPCE, allowing Natixis to refocus on global business lines by dedicating the necessary resources. This agreement will be submitted to the General Shareholders' Meeting of March 22, 2022, for approval. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE), Catherine Halberstadt (permanent representative of BPCE on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. (Holding Paiements) and Natixis On February 10, 2022, the Board of Directors authorized the conclusion of a contribution agreement between Shiva (Holding Paiements) and Natixis and approved all the terms and conditions, notably financial, provided for in said agreement. As part of the repositioning of the Payments Subsidiaries under Holding Paiements (Shiva), which is intended to be wholly owned by BCPE, this agreement aims to enable Natixis to make a contribution in kind of 100% of the shares of the Payments Subsidiaries that it holds for the benefit of Holding Paiements, the shares of Holding Paiements issued as remuneration for this contribution being then intended to be distributed to Natixis shareholders, followed by the acquisition by BPCE of all the shares received from the company Holding Paiements by the beneficiaries of free shares in respect of the distribution as a result of the exercise of the sales agreements provided for in the liquidity contracts. It should be noted that the transaction is justified in light of Natixis’ interests, particularly in view of the fairness of the valuation of the Payments business, it being specified that this transaction completes the movement initiated by the successful creation of the SEF division within Groupe BPCE, with the Payments business unit now reporting directly to BPCE, allowing Natixis to refocus on global business lines by dedicating the necessary resources. This agreement will be submitted to the General Shareholders' Meeting of March 22, 2022, for approval. Corporate officers concerned on the day of the transaction: Laurent Mignon (Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE), Catherine Halberstadt (permanent representative of BPCE on the Board of Natixis and member of the BPCE Senior Management Committee), Sylvie Garcelon, Dominique Garnier, Philippe Hourdain, Catherine Leblanc, Didier Dousset, Dominique Duband, Laurent Roubin and Christophe Pinault. Contribution agreement between Shiva 4.

8

543

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021