NATIXIS - Universal registration document and financial report 2019

8 GENERAL SHAREHOLDERS’ MEETINGS

Combined General Shareholders’ Meeting of May 20, 2020

resolves that the aggregate amount allocated to the share 4) buyback program authorized above may not exceed €3,155,846,495; fully empowers the Board of Directors, which may further 5) delegate said powers, to decide upon and implement this authorization, to specify its final terms and conditions if necessary and to determine its procedures, in order to carry out the buyback program and, in particular, to place any stock market order, enter into any agreement, allocate or reallocate the shares acquired to meet the objectives sought in accordance with the applicable legal and regulatory provisions, establish the terms and conditions according to which the rights of holders of securities or options will be protected, if appropriate, in accordance with legal, regulatory or contractual provisions, make any filings with the AMF and any other competent authorities, and complete all other formalities and, in general, do whatever is necessary. The Board of Directors will ensure that these buybacks are executed in accordance with prudential requirements, such as those established by regulation.

This authorization is granted for a period of eighteen (18) months from this meeting. It voids from this day, as applicable, any unused part of any authorization previously delegated to the Board of Directors for the purpose of trading in the Company’s shares, particularly that given by the shareholders in resolution twenty-four of the Combined General Shareholders’ Meeting of May 28, 2019. Extraordinary business Resolution seventeen: Amendment of Article 12 of the bylaws relating to the powers of the Board of Directors The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, hereby resolves to amend Article 12 “Powers of the Board of Directors” of the Company’s bylaws to bring it into line with the new wording of Article L.225-35, paragraph 1 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation):

Previous wording

Newwording

Article 12 — Powers of the Board of Directors 12.1 The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof. […]

Article 12 — Powers of the Board of Directors 12.1 The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof, in accordance with its corporate interest, taking into account the social and environmental issues associated with its activity. […]

The rest of Article 12 (in particular the rest of Article 12.1 and Articles 12.2 and 12.3) remains unchanged.

Resolution eighteen: Harmonization of Articles 13 and 29 of the bylaws with new legislative provisions and updating of Articles 14 and 22 of the bylaws The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, hereby resolves: to amend as follows Articles 13 “Compensation of the members of the Board of Directors” and 29 “Prerogatives” of the Company’s bylaws V to reflect the new wording of Article L.225-45 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation):

Previous wording

Newwording

Article 13 — Remuneration of the members of the Board of Directors Directors’ fees may be allocated to the Board of Directors by the Shareholders’ Meeting. The Board distributes them freely among its members. […]

Article 13 — Remuneration of the members of the Board of Directors The General Shareholders’ Meeting may grant the directors a fixed annual sum as compensation for their activities. Directors’ fees may be allocated to the Board of Directors by the Shareholders’ Meeting. The Board of Directors distributes them such sum freely among its members. […] Article 29 — Prerogatives The ordinary meeting of the shareholders, which must be held annually, listens to a reading of the report on the company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations. It discusses, approves, rejects or adjusts the accounts and determines the profit to be distributed. It appoints the Directors, the non-voting members and the Statutory Auditors. It determines the amount of the directors’ fees to be allocated to the members of the Board of Directors. It votes on all proposals on the Agenda.

The rest of Article 13 remains unchanged. Article 29 — Prerogatives

The ordinary meeting of the shareholders, which must be held annually, listens to a reading of the report on the company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations. It discusses, approves, rejects or adjusts the accounts and determines the profit to be distributed. It appoints the Directors, the non-voting members and the Statutory Auditors. It determines the amount of the directors’ fees to be allocated to the members of the Board of Directors. It votes on all proposals on the Agenda.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019