NATIXIS -2020 Universal Registration Document

8 GENERAL SHAREHOLDERS’ MEETINGS

Combined General Shareholders’ Meeting of May 28, 2021

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, 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 capitalization of reserves, or free allocation of shares division or consolidation of securities, distribution of reserves or any other assets, amortization of capital, or any other transaction affecting 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 the share capital will be ensured, if applicable, record the completion of 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; Notes that this delegation of authority does not invalidate the 12) 22 nd resolution of this meeting relating to public offers other than those referred to in Item 1 of Article L.411-2 of the French Commercial Code, whose validity and term are not affected by this delegation; Decides that this delegation of authority supersedes, from this 13) 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 29 th resolution.

Twenty-fourth resolution: Delegation of authority to be given to the Board of Directors to issue shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities in return for contributions in kind relating to equity securities or securities giving access to the Company's share capital, 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 accordancewith the provisions of Articles L.22-10-53 and L.225-147 of the French Commercial Code: Authorizes the Board of Directors, under the conditions set by 1) law, to carry out a capital increase in one or more installments, up to a limit of 10% of the share capital at the time of issue, this percentage applying to capital adjusted according to transactions affecting it subsequent to this General Shareholders’ Meeting, to pay for contributions in kind granted to the Companyand consistingof equity securitiesor securities giving access to the capital, where the provisions of Article L.22-10-54 of the French Commercial Code do not apply, through the issue, in one or more installments, 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, it being specified that the maximum nominal amount of capital increases realized or likely to be realized in the future pursuant to this resolution shall be deducted from the nominal cap of the capital increases authorized by this meeting in paragraph 4 of 22 nd resolution and the amount of the global cap provided for in paragraph3 of the 21 st resolution or, as the case may be, the amount of the caps provided for by resolutions of the same nature that may succeed said resolutions during the period of validity of this delegation; Decides that the Board of Directors may not, without prior 2) 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; Decides that the Board of Directors shall have full powers, 3) under the conditions set by law, to implement this resolution, in particular to: decide on the capital increase in consideration for the V contributions and determine the securities to be issued, approve the list of securities contributed, approve the V valuation of the contributions,set the conditions for the issue of the securities remunerating the contributions, as well as, where applicable, the amount of the balance to be paid, approve the granting of special benefits, and reduce, if the contributors so agree, the valuation of the contributions or the compensation of special benefits, determine the characteristics of the securities remunerating V the contributions and determine the terms and conditions under which the rights of holders of securities giving access to the share capital will be ensured, if applicable, 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,

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020