NATIXIS - Universal registration document and financial report 2019

8 GENERAL SHAREHOLDERS’ MEETINGS

Combined General Shareholders’ Meeting of May 20, 2020

Related party agreement

Pursuant to Articles L.225-38 et seq. of the French Commercial Code, certain agreements are subject to prior authorization by the Board of Directors. The Statutory Auditors prepare a special report on these agreements which is presented to the General Shareholders’ Meeting for its approval (“Related Party Agreements Procedure”). These agreements are those concluded, either directly or through an intermediary, between the Company and the following persons: its Chief Executive Officer; V one of its Deputy Chief Executive Officers; V one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, if it is a V corporate shareholder, the Company that controls it within the meaning of Article L.233-3 of the French Commercial Code. Agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related Party Agreements Procedure. Finally, agreements between companies with common officers are also subject to the Related Party Agreements Procedure. The prior approval of the Board of Directors is justified by an explanation of the agreement's value for the Company, in particular by specifying the financial conditions attached. Conditions for the issuing of shares to which the securities giving access to share capital issued entitle the holder and dates on which these rights may be exercised: Securities giving access to share capital in the form of debt securities (for example, bonds convertible into or redeemable for shares, or bonds with share warrants attached) may entitle holders to shares at any time, during set periods, or at established dates. The shares may be provided by way of conversion (for example, of convertible bonds into shares), redemption (for example, bonds redeemable in shares), exchange (for example, bonds exchangeable for shares), or the presentation of a warrant (for example, bonds with share warrants attached) or by any other way, during the issue period, regardless of whether the holders of securities issued in this way have waived their preferential subscription rights. In accordance with the law, when your General Shareholders' Meeting delegates the authority to issue securities giving access to shares to be issued, the preferential subscription rights to the shares to which the securities issued entitle them are waived.

Securities giving access to the share capital

522

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019