NATIXIS -2020 Universal Registration Document

GENERAL SHAREHOLDERS’ MEETINGS Combined General Shareholders’ Meeting of May 28, 2021

In the context of certain specific transactions, the Board of Directors may ( see hereafter the summary table on the financial resolutions presented to the General Meeting ): decide to increase the share capital without preferential V subscription rights, by way of public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code: this is the purpose of the twenty-third resolution . This resolution would delegate to the Board of Directors, the ability to carry out transactions through private placements* for the benefit of qualified investors or a limited circle of investors, up to the maximum legal limit of 20% of the share capital per year; decide to increase the share capital without preferential V subscription rights in order to remunerate the contributions in kind granted to the Company up to a limit of 10% of the share capital at the time of issue: this is the purpose of the twenty-fourth resolution . The purpose of this resolution is to delegate to the Board of Directors the power to carry out external growth transactions financed by shares or securities giving access to the share capital issued by the Company as compensation for contributions in kind to the Company relating to shares or securities giving access to the share capital; decide to increase the share capital by incorporating premiums, V reserves, profits or other: this is the purpose of the twenty-fifth resolution . The purpose of this resolution is to enable the Board of Directors to carry out, on one or more occasions, capital increases by incorporation of premiums, reserves, profits or other items, for which the capitalization will be legally and statutorily possible. This is an accountingmechanismthat makes it possible to increase the Company’s share capital without contributing funds. This resolution is the responsibility of the Extraordinary General Shareholders’ Meeting which, by way of derogation, rules in accordance with the quorum and majority conditions of an Ordinary General Shareholders’ Meeting; decide to increase the number of shares to be issued within the V legal limits in the event of a capital increase with or without preferential subscription rights: this is the purpose of the twenty-sixth resolution ; decide on a capital increasewithout preferentialsubscriptionrights V reserved for members of a savings plan and up to a nominal value of fifty (50) million euros: this is the purpose of the twenty-seventh resolution . The purpose of implementing capital increases reserved for members of a savings plan would be to strengthen employee profit-sharing and closely involve employees in the development.

For each of these delegations (other than that covered by the 27 th resolution), it would be stipulated that the Board of Directors may not, without prior authorization by the General Shareholders’ Meeting, make use of the delegationof authority as from the filing by a third party of a takeover bid for the shares of the Company and until the end of the offer period. If the Board of Directorswere to use a delegationof authoritygranted by your General Shareholders’ Meeting, it would prepare, where applicableand in accordancewith the law and regulations,at the time of its decision, an additional report describing the final terms and conditions of the transaction and would indicate its impact on the positionof the holders of equity securitiesor securitiesgiving access to the share capital, in particularas regards their share of equity. This report and, where applicable, that of the StatutoryAuditors, would be made available to the holders of equity securities or securities giving access to the share capital and then brought to their attention at the closest General Shareholders’ Meeting. These delegations of authority supersede, if applicable, any unused portion of any delegations with the same purpose and which may have been granted previously. A summary table hereafter presents for each of these delegations, their terms, the applicable ceilings and the possible uses. Ratification of the amendment of the bylaws (28 th resolution) In the twenty-eighth resolution, the shareholders are asked to ratify the decision taken by the Board of Directors, at its meeting of February 11, 2021, to amend Article 25 “Voting rights” of the Company’s bylaws in order to update its wording with regard to Order No. 2020-1142 of September 16, 2020, creating a chapter on companies whose securities are admitted to trading on a regulated market or on a multilateral trading facility, within the French Commercial Code. Authorization for formalities (29 th resolution) Finally, the twenty-ninth resolution concerns the granting of the powers required to complete the legal formalities and disclosures relating to this Combined General Shareholders’ Meeting. The Board of Directors has recommended voting in favor of adopting all the draft resolutions submitted to this Combined General Shareholders’ Meeting.

* Terms followed by an asterisk are defined in the glossary below.

8

565

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

Made with FlippingBook Publishing Software