NATIXIS -2020 Universal Registration Document
GENERAL SHAREHOLDERS’ MEETINGS Combined General Shareholders’ Meeting of May 28, 2021
Delegates to the Board of Directors, with the option of 2) subdelegation under the conditions laid down by law, its authority to decide on the issuance (i) of securities giving access to equity securities to be issued by a company in which the Company owns, directly or indirectly, more than half of the share capital and/or (ii) shares of a third-party company giving access to existing equity securities or giving entitlement to the allocation of debt securities; Decides to set the following limits for the amounts of capital 3) increases authorized in the event of use by the Board of Directors of this delegation of authority: the maximumnominal amount of capital increases that may V be carried out immediately or in the future under this delegation is set at one and a half billion (€1.5 billion), the overall maximum nominal amount of capital increases V that may be carried out immediately or in the future under this delegation and those granted pursuant to the 22 nd , 23 rd , 24 th , 25 th , 26 th and 27 th resolutions submitted to this meeting is set at one and a half billion (€1.5 billion), to these caps will be added, where applicable, the nominal V amount of shares to be issued in addition, in the event of new financial transactions, to preserve the rights of holders of securities giving access to the share capital, Sets at twenty-six (26) months, as from the date of this 4) meeting, the period of validity of the delegation of authority covered by this resolution; If the Board of Directors uses this delegation: 5) resolves that the issue(s) will be reserved by preference for V shareholders who may subscribe on an irreducible basis in proportion to the number of shares then owned by them, acknowledges that the Board of Directors has the right to V institute a subscription right with over-subscriptionprivileges, acknowledges that this delegation of authority automatically V entails, in favor of the holders of the securities issued giving access to the shares to be issued by the Company, a waiver by the shareholdersof their preferential subscriptionrights to the shares to which these securities will grant. rights immediately or in the future, acknowledges that if the security issued is a security that is V not a capital security giving access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital, the shareholders of the Company hold The Company have no subscription rights to the securities thus issued, notes that, in accordancewith Article L.225-134of the French V Commercial Code, if the statutory subscriptions and, where applicable, over-subscription privileges have not absorbed the entire capital increase, the Board of Directors may use one of the following options under the conditions provided for by law and in the order it determines: limit the capital increase to the amount of the V subscriptions provided that this amounts to at least three-quarters of the increase decided, freely distribute all or part of the shares or, in the case of V securities giving access to the share capital, the aforementioned securities whose issue has been decided but not subscribed,
Extraordinary resolutions Twentieth resolution: Delegation to be given to the Board of Directors to reduce the share capital by canceling treasury shares The General Shareholders’ Meeting, deliberating in accordance with the conditions of quorum and majority required for extraordinary shareholders' meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, authorizes the Board of Directors to reduce the share capital in one or more occasions, in the proportions and at the times that it decides, by canceling any quantity of treasury shares that it decides within the limits authorized by the law, in accordance with the provisions of Articles L.22-10-62 and of the French Commercial Code and L.225-213 of the same Code. The maximum number of shares that may be canceled by the Company under this authorization, during a period of twenty-four months, is ten percent (10%) of the shares comprising the Company’s share capital, at any time, whether, it being noted that this limit applies to an amount of the Company’sshare capital which will, if necessary, be adjusted to take into account transactions affecting the share capital subsequent to this General Shareholders’ Meeting. The General Shareholders' Meetinggrants full powers to the Board of Directors to carry out any cancelation and capital reduction operation(s) that may be carried out under this authorization, amend the bylaws accordingly and carry out all formalities. This authorization is granted for a period of twenty-six (26) months from the date of this meeting. As of this date, it supersedes, if applicable, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the CombinedGeneral Shareholders’Meeting of May 28, 2019 in the 26th resolution. Twenty-first resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase, through the issue of shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities, while maintaining preferential subscription rights The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority conditions for extraordinary shareholders' meetings, having reviewed the report of the Board of Directors, and in accordance with the provisions of Articles L.225-129 et seq. of the French CommercialCode, and in particular L.225-129-2of said Code, and with the provisions of Articles L.228-91 et seq. of thesaid Code: Delegates to the Board of Directors, with the option of 1) subdelegation under the conditions laid down by law, its authority to decide to increase the share capital, on one or more occasions, in France or abroad, in the proportion and at the times determined at its discretion, either in euros or in any other currency or monetary unit established by reference to several currencies, through the issue of (i) shares, (ii) shares giving access to other shares, existing or to be issued, or giving entitlement to the allocation of debt securities of the Company and/or (iii) securities giving access to shares to be issued by the Company, issued for consideration or free of charge, governedby Articles L.228-91et seq. of the FrenchCommercial Code, it being specified that the subscription of shares and other securities may be made either in cash, or by offsetting receivables, or by capitalizing reserves, profits or premiums;
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
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