NATIXIS -2020 Universal Registration Document

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

record the completionof each capital increase and make the V corresponding amendments to the bylaws, in general, take all measures and carry out all formalities V necessary for the issue, listing and financial servicing of the securities issued under this delegationand for the exercise of the rights attached thereto; 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; Decides, as necessary, to cancel, in favor of the holders of 5) equity securities or securities subject to contributions in kind, the preferential subscription rights of shareholders to the shares and securities thus issued; Decides that this delegation of authority supersedes, from this 6) date, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the CombinedGeneral Shareholders’Meetingof May 28, 2019 in its 30 th resolution. Twenty-fifth resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase by capitalizing reserves, profits, issue premiums, or other The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the report of the Board of Directors and in accordancewith the provisionsof Articles L.225-130 and L.22-10-50 of the French Commercial 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 through the incorporationof reserves, profits, premiums or other line items that may be capitalized in accordance with the law and the Company bylaws, through the issue of new equity securities or an increase in the par value of existing equity securities or through a combination of these two methods. The nominal amount of capital increases likely to be carried out in this respect immediatelyor in the future may not exceed one and a half billion (€1.5 billion), it being specified that the maximum nominal amount of capital increases carried out or likely to be realized in the future under this resolution 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, the amount of the overall ceiling 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; If the Board of Directors uses this delegation of authority, 2) delegates to it all powers, with the option of subdelegation under the conditions set by law, to implement this delegation, to the effect in particular of: set the amount and nature of the sums to be incorporated V into the share capital, set the number of new equity securities to be issued and/or the amount by which the par value of existing equity securities will be increased, set the date, even retroactive, as from which the nominal value of the new equity securitieswill carry dividend rights or that to which the increase in the nominal value of the existing equity securities will have effect, decide, in the event of distribution of free equity securities, V that the fractional rights will not be negotiable and that the corresponding equity securities will be sold; the sums

resulting from the sale will be allocated to the rights holders under the conditions provided for by law and regulations, 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 incorporationof reserves, or award of free shares or equity securities, division or consolidation of securities, distribution of reserves or any other assets, amortization of capital, or any other transaction affecting equity or capital (includingby 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 completionof each capital increase and make the V corresponding amendments to the bylaws, in general, enter into any agreement, take all measures and V carry out all formalities necessary for the issuance, listing and financial servicing of the securities issued under this delegation and for the exercise of the rights therein; Decides that the Board of Directors may not, without prior 3) 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; 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; Decides that this delegation of authority supersedes, from this 5) date, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the CombinedGeneral Shareholders’ Meetingof May 28, 2019 in its 31 st resolution. Twenty-sixth resolution: Delegation of authority to be given to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without 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, in accordance with the provisions of Article L.225-135-1 of the French Commercial Code: Delegates to the Board of Directors its authority, with the option 1) of subdelegation under the conditions set by law, to decide to increase the number of shares to be issued in the event of an increase in the Company’s share capital with or without preferential subscription rights, at the same price as that used for the initial issue, within the time limits and within the limits stipulatedby the regulationsapplicableon the date of the issue (to date, within thirty days of the closing date of the subscription and within the limit of 15% of the initial issue), in particular with a view to granting an over-allocation option in accordance with market practices; Decide that the nominal amount of the capital increases 2) decided by this resolutionwill be deducted from the amount of the cap or caps applicable to the initial issue; Sets at twenty-six (26) months, as from the date of this 3) meeting, the period of validity of the delegation of authority covered by this resolution;

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

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