NATIXIS -2020 Universal Registration Document
GENERAL SHAREHOLDERS’ MEETINGS Combined General Shareholders’ Meeting of May 28, 2021
it being specified that shares and other securities may be subscribed either in cash or by offsetting receivables, or by incorporationof reserves, profits or premiums. These securities may in particular be issued in order to remunerate securities contributed to the Company as part of an exchange offer carried out in France or abroad according to local rules (for example an Anglo-Saxon reversemerger) on securitiesmeeting the conditions set out in Article L.22-10-54 of the French Commercial Code; Delegates to the Board of Directors, with the option of 2) subdelegation under the conditions set by law, its authority to decide on the issue of shares to be issued by the Company following the issue, by companies in which the Company owns, directly or indirectly, more than half of the share capital in securities giving access to shares to be issued by the Company. This authorization entails, for holders of securities which may be issued by the companies within the Company’s group, the waiver by shareholders of their preferential subscriptionright to subscribe any Company shares; Delegates to the Board of Directors, with the option of 3) 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 4) increases authorized in the event of use by the Board of Directors of this delegation: the maximumnominal amount of capital increases that may V be carried out immediately or in the future under this delegation is set at five hundredmillion (500 million) euros, it being specified that the maximum amount of capital increases carried out or likely to be realized in the future under this delegation will be deducted from the amount of the overall cap provided for in paragraph 3 of the 21 st resolution submitted to this meeting or, as the case may be, on the amount of the overall cap that may be provided for by a resolution of the same nature that could succeed said resolution during the period of validity of this delegation, 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 under the 23 rd and 24 th resolutions and submitted to this meeting is set at five hundred million (€500 million), to these ceilings will be added, where applicable, the nominal V amount of shares to be issued, in the event of new financial transactions, to preserve the rights of the holders of securities giving access to the share capital; Sets at twenty-six (26) months, as from the date of this 5) meeting, the period of validity of the delegation of authority covered by this resolution;
Resolves to waive shareholders’ preferential subscriptionrights 6) to the shares and securities covered by this resolution, leaving it to the Board of Directors pursuant to Article L.22-10-51of the French Commercial Code, the option to grant shareholders, for a period and in accordancewith the terms and conditions that it shall lay down in accordance with the applicable legal and regulatory provisions and for all or part of an issue carried out, a subscription priority period that does not give rise, to the creation of negotiable rights, which must be exercised in proportion to the number of shares held by each shareholder and may be supplemented by a subscription with over-subscription privileges, it being specified that securities not subscribed in this way may be the subject of public investment in France or abroad; Acknowledges that if the subscriptions, including, where 7) applicable, those of the shareholders, have not absorbed the entire issue, the Board may limit the amount of the transaction to the amount of subscriptions received under the condition that it reaches, at least, three-quarters of the decided issue; Acknowledges that this delegation automatically entails, in 8) favor of the holders of the securities issued giving access to the shares to be issued by the Company, the waiver by the shareholders of their preferential subscription rights to the shares to which these securities entitle them, Decides that the Board of Directors may not, without prior 9) authorization by the General Shareholders’ Meeting, make use of this delegation of authority as from the filing by a third party of a public offer for the Company’s securities until the end of the offer period; Notes that in accordance with Article L.22-10-52 of the French 10) Commercial Code: the price of directly issued shares shall be at least equal to V the minimum provided for by the regulatory provisions applicable on the issue date (i.e. the average weighted share price for the last three trading days prior to the start of the public offering as defined in Regulation (EU) No. 2017/1129 of June 14, 2017, less 10%) after this average has been adjusted in the case of a difference between entitlement dates, where applicable, the issue price of the securities giving access to shares to be V issued by the Company and the number of shares to which conversion, redemption or more generally transformation of each security giving access to shares to be issued by the Company could give entitlement shall be such that the amount received immediately by the Company, plus, where applicable, the amount it is likely to receive subsequently for each share issued as a result of the issue of these securities shall be at least equal to the minimum subscription price as defined in the previous paragraph; Decides that the Board of Directors shall have full powers, with 11) the option of subdelegationunder the conditions set by law, to implement this delegation of authority, in particular to: decide on the capital increase and determine the securities to V be issued, determine the amount of the capital increase, the issue price V and any issue premium charged,
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
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