NATIXIS -2020 Universal Registration Document

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

Appendix 2: glossary

Independent director

In accordance with the AFEP-MEDEF Code and the internal rules of the Board of Directors (available online on Natixis’ website: www.natixis.com ), an independent director is a person who has no ties with the management, Company or Group of a nature liable to compromise their freedom of judgment or create a conflict of interest with the management, Company or Group. Accordingly, an independent member of the Board of Directors cannot: in the last five years, be or have been: V an employee or executive corporate officer of the Company, V an employee, executive corporate officer or director of a company consolidated under Natixis, V an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE; V be an executive corporate officer of a company in which the Company directly or indirectly holds a directorship, V or in which a designated employee of the Company or an executive corporate officer of the Company (currently or within the last five years) holds a directorship; be a customer, supplier, investment or corporate banker: V that is material for the Company or its Group, V or for which the Company or its Group represents a significant portion of such person’s business; V have close family ties with a corporate officer; V have been a Statutory Auditor of the Company within the last five years; V have been a member of the Company’s Board of Directors for more than 12 years. Independent director status V is lost once a Board member has served for 12 years; receive variable compensation in cash or in shares, or any performance-linked compensation from the Company. V 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 one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, V if it is a 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 executive managers 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. In exchange for the cancelation of the PSR*, your Board of Directors may introduce a priority right, if necessary with over-subscription privileges*. When provided, this right allows shareholders, like the PSR*, to subscribe to the proposed issue in proportion to the number of old shares they hold. However, unlike the preferential subscription right*, this priority right is exercisable during a priority period, currently set at least three trading days shorter than the period provided for the preferential subscription right*, and is not negotiable. This priority period cannot be offered for all issues: in the same way as for the PSR*, it may be preferable, or even necessary, not to propose this priority period, in order to place the securities under the best possible conditions, in particular when the speed of transactions is an essential condition for their success, or when the issues are carried out on foreign financial markets. PSR is the acronym for “preferential subscription right”. The “preferential subscription right” is the right for each shareholder to subscribe, for a period of at least five trading days from the start of the subscription period, a number of new shares in proportion to their shareholding in the share capital. This right is detachable and negotiable for the duration of the subscription period. and the following persons: its Chief Executive Officer; V one of its Deputy Chief Executive Officers; V General cap for capital increases carried out pursuant to the 21 nd to 27 th resolutions, equal to one and a half billion euros (1.5 billion) These are issues by way of public offers referred to in Article L.411-2 (1) of the French Monetary and Financial Code. These offers to the public are intended exclusively for a restricted circle of investors acting on their own behalf or for qualified investors. The objective is to optimize access to capital for the Company and to benefit from the best market conditions, this method of financing being faster and simpler than a capital increase by public offering. Minimum issue price stipulated by law on the date of issue, i.e. currently: For shares: weighted average of the prices of the last three trading sessions preceding the start of the public V offering, less a maximum discount of 10%, if necessary, after adjusting this average to take account of the difference between the vesting dates. For securities giving access to the share capital*: price set so that, for any share issued under securities giving V access to the share capital*, the total amount received by the Company in respect of these securities giving access to the share capital* is at least equal to the price of the share capital* regulatory minimum per share as determined in the previous point (as it was on the date of issue of the securities giving access to the share capital*). Companies in which your Company owns, directly or indirectly, more than 50% of the share capital.

Related-party agreement

Priority right

Preferential subscription rights or PSR

Subsidiaries

Global cap

8

Private placement (Article 411-2 (1) of the French Monetary and Financial Code)

Minimum Legal Price

569

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020