NATIXIS -2020 Universal Registration Document

8 GENERAL SHAREHOLDERS’ MEETINGS

Combined General Shareholders’ Meeting of May 28, 2021

Decides to waive, in favor of the beneficiaries indicated above, 5) the shareholders’ preferential subscription rights to shares and securities giving access to the share capital covered by this delegation, said shareholders also waiving, in the event of an award of free shares to the beneficiaries indicated below, any right to such shares or securitiesgiving access to share capital, including the portion of reserves, profits or premiums incorporated into share capital to the extent of such award on the basis of this resolution; Authorizes the Board of Directors, under the conditions of this 6) delegation, to sell shares to members of a company or group savings plan (or similar plan) as provided for by Article L.3332-24 of the French Labor Code, it being specified that the sale of shares carried out at a discount in favor of the members of one or more employee savings schemes referred to in this resolution will be deducted up to the nominal amount of the shares thus sold up to the caps referred to in paragraph 1 above; Decides that the Board of Directors shall have full powers to 7) implement this delegation, with the option of subdelegation under the conditions set by law, within the limits and under the conditions specified above, in particular: to draw up, under the legal conditions, the list of companies V whose beneficiaries indicated above may subscribe to the shares or securities giving access to the capital thus issued and, where applicable, benefit from the shares or securities giving access to the capital allocated free of charge, to decide that subscriptions may be made directly by the V beneficiaries, members of a company or group savings plan (or similar plan), or through company mutual funds or other structures or entities. permitted by applicable legal or regulatory provisions, determine the conditions, in particular regarding length of V service, to be met by the beneficiaries of the capital increases, set the opening and closing dates for subscriptions, V to set the amounts of the issues that will be carried out V pursuant to this authorization and to determine in particular the issue prices, dates, deadlines, terms and conditions of subscription, payment, delivery and enjoyment of the securities (even retroactive) the reduction rules applicable in the event of over-subscriptionas well as the other terms and conditionsof the issues, within the legal or regulatory limits in force, in the event of an award of free shares or securities giving V access to the share capital, to set the nature, characteristics and number of shares or securities giving access to the share capital to be issued, and the number to be allocated to each beneficiary, and to set the dates, deadlines, terms and conditions for the allocation of these shares or securities giving access to the share capital within the legal and regulatory limits in force and in particular to choose either to replace all or part of the allocation of these shares or securities giving access to the share capital at the discount referred to above, either to deduct the equivalent value of these shares or securities from the total amount of the matching contribution, or to combine these two possibilities, in the event of the issue of new shares, to deduct, where V applicable, from the reserves, profits or issue premiums, the sums necessary for the payment of said shares,

Twenty-seventh resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase, through the issue of shares or securities giving access to the share capital, reserved for members of savings plans with cancelation of preferential subscription rights in favor of the latter The General Shareholders’ Meeting, deliberating in accordance with the conditions of 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 Articles L.225-129-2, L.225-129-6, L.225-138 I and II, L.225-138-1, L.228-91 and L.228-92 of the French Commercial Code, and of Articles L.3332-18 to L.3332-24 of the French Labor 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, for a maximum nominal amount of fifty (50) million euros, through the issue of shares or securities giving access to the share capital, reserved for members of one or more employee savings schemes set up within a company or group of companies, whether French or foreign, falling within the scope of consolidation or combination of the Company’s financial statements pursuant to Article L.3344-1 of the French Labor Code; it being specified that (i) this resolution may be used for the purpose of implementing leverage formulas and (ii) the maximum nominal amount of capital increases carried out or likely to be carried out in the future under this delegation will be deducted from the global cap provided for in paragraph 3 of the 21 st resolution submitted to this General Shareholders’ Meeting or, as the case may be, on the amount of the overall cap that may be provided for by a resolutionof the same nature that may succeed said resolutionduring the period of validity of this delegation and is set without taking into account the par value of the shares to be issued to preserve, in accordancewith the law and, where applicable, the contractual provisions providing for other cases of adjustment, the rights of the holders of securities giving access to the share capital; Sets at twenty-six (26) months, from the date of this meeting, 2) the period of validity of the issuance delegation covered by this delegation; Decides that the issue price of the new shares will be equal to 3) the average of the prices quoted during the twenty trading sessions preceding the day of the decision setting the opening date of the subscription, less the maximum discount provided for by law on the date of the decision of the Board of Directors, it being specified that the Board of Directors may reduce this discount if it deems it appropriate, in particular in the event of an offer to members of a company savings plan of securities on the international market and/or abroad in particular in order to meet the requirements of applicable local laws; Authorizes the Board of Directors to allocate, free of charge, to 4) the beneficiaries indicated above, in addition to the shares or securitiesgiving access to the share capital to be subscribed in cash, shares or securities giving access to the share capital to be issued or already issued, as a substitute for all or part of the discount and/or the matching contribution, it being understood that the benefit resulting from this allocation may not exceed the legal or regulatory limits applicableunder Articles L.3332-11 and L.3332-21 of the French Labor Code;

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020