NATIXIS -2020 Universal Registration Document

8 GENERAL SHAREHOLDERS’ MEETINGS

Combined General Shareholders’ Meeting of May 28, 2021

determine the dates and terms of the capital increase, the V nature, number and characteristics of the securities to be created; also decide, in the case of bonds or other debt securities, whether or not they are subordinated (and, where applicable, their rank of subordination, in accordancewith the provisions of Article L.228-97 French Commercial Code), set their interest rate (in particular interest at a fixed or variable rate or zero coupon or indexed) and provide, where applicable, for mandatory or optional cases of suspension or non-payment of interest, providing for their duration (fixed or indefinite), the possibility of reducing or increasing the nominal value of the securities and the other terms of issue (including the granting of guarantees or sureties) and amortization (including repayment by delivery of Company assets); where applicable, these securities may be accompanied by warrants giving the right to the allocation, acquisition or subscription of bonds or other debt securities, or provide for the option for the Company to issue securities in the receivable (whether or not equivalent) in payment of interest, the payment of which would have been suspended by the Company, or take the form of complex obligations as defined by the stock market authorities (for example, because of their terms of repayment or payment), compensation or other rights such as indexation, option options); modify, during the life of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities, determine the payment method for shares or securities V giving access to shares to be issued immediately or in the future, where applicable, set the conditions for exercising the rights V (where applicable conversion, exchange and redemption rights, including through remittanceof Company assets such as treasury stock or securities already issued by the Company) attached to the shares or securities that confer a right to the share capital to be issued and, in particular, to determine the date, even retroactively, from which the new shares will begin earning dividends and any other conditions relating to the capital increase, set the conditions under which the Company may, where V applicable, purchaseor trade in securities issued immediately or in the future, at any time or during set periods in order to cancel them or not, in accordance with legal provisions; provide for the option of suspendingthe exerciseof the rights V attached to these securities issued in accordance with legal and regulatory provisions, in the event of the issuance of securities for the purpose of V remunerating securities tendered as part of a public offer with an exchange component (OPE), drawing up the list of securities tendered to the exchange, setting the terms and conditions of the issue, the exchange ratio as well as, where applicable, the amount of the cash balance to be paid without the pricing terms of paragraph 10 of this resolution being applied and determining the terms and conditions of the issue as part of a public exchange offer, an alternative purchase or exchange offer, or a single offer proposing the purchase or exchange of the securities in question for a settlement in securities and in cash, either through a public tender offer (OPA) or exchange offer on a principal basis, together with a public tender offer or a subsidiary takeover bid, or any other form of public offer in accordance with the law. and the regulations applicable to said public offer, at its sole initiative, charge the costs of capital increases to V the amount of the related premiums and deduct from this amount the sums necessary to fund the legal reserve,

make any adjustments to take into account the impact of V transactions on the Company’s share capital, in particular in the event of a change in the nominal value of the share, a capital increase by capitalizationof reserves, or award of free shares, division or consolidation of securities, distribution of reserves or any other assets, amortization of capital, or any other transaction involving equity or capital (including by way of public offering and /or in the event of a change of control), and set the terms and conditions under which the rights of holders of securities giving access to shares will be ensured, where applicable, record the completionof each capital increase and make the V corresponding amendments to the bylaws, generally enter into any and all underwriting or other V agreements, take any and all measures and perform any and all formalities related to the issue, listing and servicing of the securities issued under this authorization and the exercising of related rights; Decides that this delegation of authority supersedes, from this 12) date, any unused portion of any previous delegation having the same purpose, and in particular that granted by the Combined General Shareholders’ Meeting of May 28, 2019 in its 28 th resolution. Twenty-third resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase, through the issue, by way of public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code, of shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities, with cancelation of preferential subscription rights The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general shareholders' meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L.225-129 et seq. and L.22-10-49 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135, L.225-136, L.22-10-51, and L.22-10-52 of the said Code, and the provisions of Articles L.228-91 et seq. of the said Code: Delegates to the Board of Directors, with the option of 1) subdelegation under the conditions set by law, its authority to decide to increase the share capital, in one or more installments, in the proportion and at the times it sees fit, in accordance with the law in France or abroad, through public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code, 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 shares and other securitiesmay be subscribed either in cash, by offsetting receivables, or by incorporation of reserves, profits or premiums;

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020