5.         REPORT OF THE INDEPENDANT EXPERT PURSUANT TO ARTICLE 261-1 OF THE AMF’S GENERAL REGULATION. BPCE Group, whose central body is the company BPCE S.A., is the second largest banking group in France and is supported by two networks of cooperative, autonomous and complementary commercial banks: the fourteen Banques Populaires and the fifteen Caisses d’Epargne (“Groupe BPCE”). of the AMF’s General Regulation, the Offeror intends to require the AMF, within three (3) months from the closing of the Offer, to implement a squeeze-out procedure for Natixis Shares, if the number of shares not presented to the Offer by the Company’s minority shareholders does not represent, at the end of the Offer, more than 10 % of the share capital and voting rights of Natixis. Accordingly, the Offer will be subject to certain procedural rules, in particular those relating to the timing of the settlement, waiver of conditions and payment dates, which are different from U.S. rules and procedures relating to public offers. 1.6           Offer restrictions outside of France. (H/F) - CDD 12mois, Stag -6 mois-Chargé de missions Risques Opérationnels-H/F-Paris, Stage - 6 mois - Chargé de développement RH - H/F - Paris, Analyste Quant. The ad hoc committee therefore considers that the Offer represents an opportunity for minority shareholders to benefit from significant, immediate and full liquidity under price conditions considered fair by the independent expert, including in the event of implementation of the squeeze-out. The ad hoc committee took note of the appraisal of the Offer Price of 4 euros per share prepared by the presenting institution of the Offer, the analysis of the financial advisor to the ad hoc committee, the report of the independent expert and the correspondence issued by certain minority shareholders following the public announcement of the Offer. in response to . The ad hoc committee therefore takes note that, according to the report prepared by the firm Ledouble, the Offer price proposed by the Offeror, of €4 per Natixis share (dividend attached), is fair to the Company’s shareholders in the context of the Offer, including in the perspective of a squeeze-out and that the firm Ledouble has not identified, in the Related Agreements and Transactions, any provisions that could be prejudicial to the interests of the shareholders of Natixis whose shares are targeted by the Offer. The Non-Transferable Shares correspond to: (the “Additional Retention Commitments”);                     (ii)            a maximum number of 5,058,974 non-transferable Shares (including 4,771,416 Shares which are already issued at the date of the Draft Response Document and 287,558 Shares which are likely to be issued before the closing of the Offer) pending the expiration of a tax holding period (period provided by the a of A of paragraph 1 ter of Article 150-0 D of the French General Tax Code for the Shares eligible to the benefit of the provisions of Article 200 A, paragraph 3 of the French General Tax Code, in its redaction provided by Article 135 of the law n°2015-990 dated August 6, 2015 for growth, activity and equal economic opportunity). the decision of non-opposition of the Autorité des marchés financiers of Québec, in Canada, for the management company Fiera Capital Corporation. the AMF’s authorization, pursuant to the provisions of Article L. 532-9-1 of the French Monetary and Financial Code, with respect to the following portfolio management companies: the Autorité de contrôle prudentiel et de résolution’s authorization, pursuant to the provisions of Article L. 322-4 of the French Insurance Code and with respect to the insurance company Compagnie Française d’Assurance pour le Commerce Extérieur; the authorization of the Bundesanstalt für Finanzdienstleistungsaufsicht (BAFIN) and the German Federal Bank, in Germany, for insurance company Coface Finanz GmbH; the decision of non-opposition of the Bundesanstalt für Finanzdienstleistungsaufsicht (BAFIN), in Germany, for the portfolio management company AEW Invest GmbH; the authorization of the Commission de Surveillance du Secteur Financier, in Luxembourg, for the portfolio management company AEW S.à r.l; the authorization of the Insurance and Private Pension Regulation and Supervision Agency, in Turkey for the insurance company Coface Sigorta; and. The table below summarizes the main characteristics of the Free Shares’ allocation plans as of March 1st, 2021. The Offeror indicated in the Draft Offer Document that it is not acting in concert with any third party or shareholder of the Company. Aviation Tier 1 . The Chairman of the ad hoc committee reminds the members of the committee that the board of directors, during its meeting held on February 9, 2021, unanimously approved the assumption of the Company’s management that the main consolidated indicators of the 2021-2023 consensus are an upper limit compared with the 2024 consolidated target indicators expected under the strategic plan to be announced in June 2021. The Offer will be open for a period of twenty (20) trading days corresponding to twenty (20) business days in the United States. Following the meeting of February 9, 2021, the ad hoc committee continued its work and met 4 times, always in the presence of the independent expert. Pursuant to the Liquidity Agreement, the Offeror will grant to each beneficiary of Free Shares and holder of Non-Transferable Shares a put option, exercisable as of the Availability Date, followed by a call option granted by each beneficiary of Free Shares and holder of Non-Transferable Shares to the Offeror, exercisable as of the end of the exercise period of the put option, and in the absence of exercise thereof.                      iii.            Conclusions of the independent expert’s report.                        ii.            Monitoring of the work of the independent expert by the ad hoc committee. In this respect, the Offeror has mandated the Presenting Institution which has carried out an evaluation of Natixis’ shares6. The Chairman reminds the members of the board of directors that following this presentation, the independent members of the board of directors agreed to form an ad hoc committee. The Offeror has informed all the regulators concerned by the Offer and has filed all applications for Regulatory Authorization as of the date of the Draft Response Document, with the exception of: The shareholders of the Company will be informed of the grant of these Regulatory Authorizations and the opening of the Offer by a press release published by the Offeror. 1.3           Terms of the Offer. The board of directors of Natixis is currently composed of: It is specified that Mr. Henri Proglio holds a non-voting position (censeur) on the board of directors of the Company. It is noted that, in accordance with the terms of the Free Share allocation plans, the Shares granted to a beneficiary will be immediately acquired and/or will become immediately transferable in case of invalidity or death of this beneficiary. The panel also discusses remote working, London-Luxembourg relations and the changing nature of Lux’s funds industry. 7 Filing notice n° 221C0328 dated February 10, 2021. press release dated march 15, 2021 relating to the filing of the draft response document prepared by natixis. March 15, 2021 13:21 ET of the AMF’s General Regulation, BPCE, a limited liability corporation (société anonyme avec directoire et conseil de surveillance) with a share capital of EUR 173,613,700, having its registered office at 50 avenue Pierre Mendès France, 75013 Paris, registered with the Paris Trade and Companies Register under number 493 455 042 (hereafter, “BPCE” or the “Offeror”), makes an irrevocable offer to the holders of shares of the company Natixis, a limited liability corporation (société anonyme à conseil d’administration) with a share capital of EUR 5,052,644,851.20, having its registered office at 30 avenue Pierre Mendès France, 75013 Paris, registered with the Paris Trade and Companies Register under number 542 044 524 (the “Company” or “Natixis”), the shares of which are traded on the compartment A of the Euronext Paris regulated market under ISIN Code FR0000120685, ticker symbol “KN” (the “Shares”), to acquire all the Shares that BPCE does not hold directly or indirectly on the date of the draft offer document prepared by BPCE and filed with the AMF (the “Draft Offer Document”) at the unit price of EUR 4.00 (dividend coupon attached1) (the “Offer Price”), as part of a simplified tender offer, the terms and conditions of which are further described in the Draft Offer Document (the “Offer”). The ad hoc committee also took note of the reception, mainly positive, of the draft Offer and its price by analysts. It is strongly recommended that each Natixis U.S. shareholder should immediately seek independent professional advice regarding the tax consequences of accepting the Offer. The implementation of this procedure will result in the delisting of the Natixis shares from Euronext Paris. Any statement to the contrary would be unlawful and may constitute a criminal offence. In this context, the Offeror does not exclude increasing its interest in the Company after the end of the Offer and prior to the filing of a new offer in accordance with the applicable legal and regulatory provisions. During the same meeting, the board of directors, acting by unanimity of its members, having taken note of the preliminary conclusions of the ad hoc committee, positively welcomed the Offer and approved the management’s assumption that the main consolidated indicators of the 2021-2023 consensus are an upper limit compared to the 2024 consolidated target indicators expected under the strategic plan to be announced in June 2021, in order to confirm to the independent expert that it could rely on these elements in the context of its work. Bienvenue chez Natixis (visionner la vidéo ici), l'entreprise qui vous offre bien plus qu'un job BPCE is a credit institution, central body of the cooperative banking group composed of the Banques Populaires and the Caisses d’Epargne networks, as well as other affiliated credit institutions, including Natixis. Faites confiance à un expert pour offrir de la visibilité à votre marque. At the date of the Draft Response Document, the Company holds 2,461,581 of its own Shares.                         i.            Appointment of the independent expert. These purchases will not be concluded at a price per Share higher than the Offer Price. Then, the independent expert presents a summary of its work and the conclusions of its report: In addition, the independent expert noted that “no transaction carried out by the Offeror on the share capital of the Company during the 18 months preceding the announcement of the Offer has been brought to our knowledge” and that, as indicated in the Draft Offer Document, the Offeror does not expect any cost synergies as a result of the Offer. In the event that the Offeror is not in a position, following the Offer, to implement a squeeze-out, it reserves the right to file a public tender offer followed, if applicable, by a squeeze-out for the shares it does not hold directly or indirectly or in concert at that date. REMINDER OF THE MAIN TERMS AND CONDITIONS OF THE OFFER. The board of directors thus delivered the following reasoned opinion, acting by unanimity of its members, including its independent members: “Summary of the work performed, conclusions of the independent expert and recommendation of the ad hoc committee. The indicative timetable for the Offer is described in section 1.5 of the Draft Response Document. Natixis Wealth Management fait partie du Groupe BPCE, 2ème acteur... Natixis Assurances conçoit et gère une offre complète de solutions d'assurances de personnes et d'assurances non vie pour les particuliers grand public et gestion privée, les professionnels,... Because you deserve much more than just a job At the date of the Draft Response Document, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the free shares granted by the Company to certain corporate officers and employees and described in section 1.3.5 of this Press Release. On each occasion, it ensured that the independent expert kept being provided with all the information needed to carry out its mission: Further details on the interactions between the members of the ad hoc committee and the independent expert are provided in a comprehensive manner in the report of Ledouble. The board of directors takes note of (i) the terms of the Offer and the elements of appraisal of the Offer price set out in the Draft Offer Document, (ii) the reasons and intentions of the Offeror and the valuation elements prepared by JP Morgan (France) as set out in the Draft Offer Document, (iii) the work and recommendations of the ad hoc committee and its favourable opinion on the Offer and (iv) the conclusions of the independent expert. The Offer and all related documents are subject to French law. In general, the ad hoc committee pointed out to the independent expert, for the purpose of preparing its report, the following elements, specific to the context and the Offer, which it considered to be of particular importance and which it also took into account in preparing its recommendation: The ad hoc committee also notes that the intentions of the Initiator, as described in the Draft Offer Document, are as follows: Having taken note of the above, the ad hoc committee confirms that the Offer is in the interests of the Company. Indeed, the Offer, the participation in the Offer and the communication of the Draft Offer Document may be subject to specific regulations or restrictions in certain countries. 3 The 2,461,581 treasury Shares held by the Company, representing 0.08% of the Company’s share capital (information as of March 1st, 2021), assimilated to those held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, are not targeted by the Offer. In such a case, the squeeze-out would relate to Natixis shares other than those held by the Offeror or assimilated to them (including in particular the Shares subject to the liquidity mechanisms described in section 1.3.5 of this Press Release). Market Stress-Tests (H/F), Analyste Risque Contrepartie Senior (H/F). All members of the board of directors were present in person or by videoconference. 1.3.5      Situation of the beneficiaries of rights to receive Free Shares and holders of Non-Transferable Shares12. 32,249 Free Shares granted under the “PAGA 2020 - Tranche 2” plan lapsed following the departure of certain beneficiaries. Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its completion. Hachem joined Quilvest in February 2016. Plan du site. 1.         BACKGROUND AND REASONS FOR THE OFFER. 2.         REASONED OPINION OF THE COMPANY’S BOARD OF DIRECTORS. At the date of the Draft Response Document, the opening of the Offer is, in accordance with the provisions of Article 231-32 of the AMF’s General Regulation, subject to the prior authorization of the authorities listed below, due to the indirect increase of the Offeror’s holding in the share capital and voting rights of some entities and interests held by the Company:                  (together, the “Regulatory Authorizations”). of the AMF’s General Regulation. As our Luxembourg panel hears, up to 30% of the workforce is back in the office – but offices in future could become places of coaching, collaborating and connecting. In view of the above, the ad hoc committee considers that the Offer as described in the Draft Offer Document is in the interests of the Company’s employees and should not have any specific employment implications. Navigation complémentaire At the date of the Draft Response Document, the Company has set up several plans for the allocation of free Shares allowing the allocation of a maximum number of 6,083,355 Shares to certain employees and/or corporate officers of the Company and its group (the “Free Shares”). In addition, it may also be difficult to compel a non-U.S. company and its affiliates to submit to judgments that would be rendered by a U.S. court. 1.3.7      Intentions of the Offeror regarding the squeeze-out after the Offer. 8 Dividend proposed by Natixis for year 2020: 0.06 euro per Share. China reduced taxes and administrative fees by more than 2.6 trillion yuan last year, a record high, after cutting them by 2.36 trillion yuan in … It is in the context of this reorganization that BPCE has informed the market, in its press release published on February 9, 2021, of its intention to file this Offer and to acquire the 29.3 %5 of the Company’s share capital that BPCE does not hold. Only the Presenting Institution guarantees the content and the irrevocable nature of the undertakings made by the Offeror as part of the Offer. Stage juridique contentieux des affaires - Juillet 2022: ... Natixis Wealth Management est implantée en France et intervient également au Luxembourg. The ad hoc committee also indicates that it was not informed of or noted any elements that might question the effective conduct of the independent expert’s work. The meeting of the board of directors was suspended to allow the members of the ad hoc committee to meet on the same day and confirm their decision of January 15, 2021 to propose to the board of directors the appointment of Ledouble as independent expert for the purposes of Article 261-1 of the AMF’s General Regulation. In the event that, between the date of the Draft Offer Document and the date of the settlement-delivery of the Offer (included), the Company proceeds in any form whatsoever to (i) distribute a dividend, interim dividend, reserve, premium or any other distribution (in cash or in kind), or (ii) redeem or reduce its share capital, and in both cases, in which the detachment date or the reference date on which it is necessary to be a shareholder in order to be entitled thereto is set before the date of the settlement-delivery of the Offer (included), the price of the Offer per Share of the Company will be reduced accordingly, on a euro per euro basis, to take into account this transaction. 10 The 2,461,581 treasury Shares held by the Company, representing 0.08 % of the Company’s share capital, assimilated to those held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, are not targeted by the Offer. 5 As of the date of this Press Release, the percentage of the Company’s share capital not held by BPCE is equal to 29.4% of the Company’s share capital. The ad hoc committee also notes that the Offeror has indicated that it does not intend to merge with Natixis and that the Offer will have no impact on the legal organisation of the Company, subject to the possibility of implementing a direct linkage of the Company’s Insurance and Payments businesses to the Offeror, it being specified that the study of such a linkage will not be conditional on the success of the Offer. Périodes de stage … Navigation complémentaire Gestion des cookies, Aide et accessibilité The Offeror intends to implement a squeeze-out procedure for the Company’s Shares not tendered in the Offer, after the closing of the Offer, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. 1 Dividend proposed by Natixis for year 2020: 0.06 euro per Share. Any adjustment of the Offer Price will be subject to the publication of a press release which will be submitted to the prior approval of the AMF. 1.3.3      Adjustment of the terms of the Offer. The Draft Offer Document, the Draft Response Document and the Press Release have not been filed with or reviewed by any market authority (federal or state) or other regulatory authority in the United States of America, nor has any such authority passed upon the accuracy or adequacy of the information contained in the Draft Offer Document, the Draft Response Document or the Press Release. BPCE’s status is governed by the French Monetary and Financial Code. at the date of the Draft Response Document, a maximum number of 928,220,277 Shares, it being specified that the treasury Shares held by the Company are not targeted by the Offer, which are likely to be issued before the closing of the Offer in connection with the definitive acquisition of the free shares granted by the Company i.e., at the date of the Draft Response Document and on the basis of the indicative timetable presented in section1.5 of the Draft Response Document, a maximum number of 298,166 new Shares, which are likely to be issued before the closing of the Offer in connection with the definitive acquisition of the free shares granted by the Company i.e., at the date of the Draft Response Document and on the basis of the indicative timetable presented in section 1.5 of this Press Release, a maximum number of 298,166 new Shares, 1,411,450 Shares were issued as of March 1. The Draft Offer Document indicates that, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. Natixis est un établissement financier français de dimension internationale spécialisé dans la gestion d'actifs et de fortune, la banque de financement et d'investissement, l'assurance et les paiements. In accordance with Article 223-11 of the AMF’s General Regulation, the total number of voting rights is calculated on the basis of all shares to which voting rights are attached, including shares without voting rights. the Company’s Draft Response Document, prepared in accordance with Article 231-19 of the AMF’s General Regulation. The Offer will be made in the United States of America in accordance with Section 14(e) of the U.S. Securities Exchange Act of 1934 as amended (the “1934 Act”), and the rules and regulations promulgated thereunder, including Regulation 14E after applying the exemptions provided by Rule 14d-1(d) of the 1934 Act (“Tier II” exemption) and the requirements of French law. 1.3.4      Number and nature of the securities targeted by the Offer. U.S. shareholders of Natixis may not be able to sue proceedings in a court outside the United States against a non-U.S. company or its officers or directors alleging violations of U.S. securities laws. Despite facing uncertainty through the COVID-19 crisis, EMEA M&A markets proved resilient in 2020: deal value only fell by 1% to €835.3bn from 2019, although deal … BCP is based in Porto, a divison of … 15 Mr. Laurent Mignon holds 96,500 Non-Transferable Shares for which a Liquidity Agreement may be entered into with the Offeror. 9,642 Free Shares granted under the “PAGA 2019 - Tranche 2’ plan lapsed following the departure of certain beneficiaries; 16,124 Free Shares granted under the “PAGA 2020 - Tranche 1” plan lapsed following the departure of certain beneficiaries; and. 1. It is specified that the choice of the independent expert was made without using a call for tenders in view of the extremely confidential nature of the Offer. NATIXIS The conclusion of this report, dated March 15, 2021, is reproduced below: “As a result of our valuation of the Share: This report is reproduced in its entirety in Section 7 of the Draft Response Document and forms an integral part of the Draft Response Document. Plan du site 4. Other information relating to the Company, in particular its legal, financial and accounting characteristics, will be filed with the AMF no later than the day before the opening of the Offer. The committee notes in this respect that the regulatory constraints, the environment of persistently low interest rates that weighs on credit institutions in the euro area, as well as the intense competition on the Company’s major businesses, such as Corporate and Investment banking, justify this value being lower than the Company’s net book value. A press release will be issued no later than the day preceding the opening of the offer to inform the public of the manner in which this information will be made available. Autres services Trouvez la boutique SFR la plus proche et découvrez notre sélection de smartphones, accessoires, offres internet et mobiles ainsi que nos autres bons plans. The independent expert also reminds that it has responded to the observations of the minority shareholders by specifying in particular that: Finally, with regard to the related agreements and transactions, the independent expert notes that “the Related Agreements and Transactions do not have any impact on our assessment of the fairness of the Offer Price.”. Mr. Laurent Mignon (Chairman of the board of directors); BPCE, represented by Mrs. Catherine Halberstadt; the draft reasoned opinion prepared by the, the report of the firm Ledouble, acting as independent expert; and. 12 As of the date of this Draft Response Document, approximatively 400 beneficiaries hold Free Shares and/or Non-Transferable Shares. 6.         PROVISION OF COMPANY’S OTHER INFORMATION. a maximum number of 110,521 non-transferable Shares (including 99,913 Shares which are already issued at the date of the Draft Response Document and 10,608 Shares which are likely to be issued before the closing of the Offer) because of: the retention commitments provided by the regulations of the Free Share allocation plans under which all or part of the Shares received by the members of the senior management committee of Natixis are non-transferable until the holder ceases its duties within the senior management committee; and/or. The Offer is part of a desire to simplify Groupe BPCE’s operations as part of the preparation of its strategic plan. In accordance with the provisions of Article 231-19 of the AMF’s General Regulation, the directors of the Company met on March 15, 2021, under the chairmanship of Mr. Laurent Mignon, chairman of the board of directors, to review the draft Offer and to issue a reasoned opinion on the merits and consequences of the draft Offer for the Company, its shareholders and its employees. Pursuant to Articles 261-1, I, 1°, 2° and 4° and II of the AMF’s General Regulation, Ledouble, represented by Mrs. Agnès Piniot and Mr. Sébastien Sancho, was appointed as an independent expert by the Company’s board of directors on February 9, 2021 in order to prepare a report on the financial terms of the Offer and the squeeze-out. Pursuant to Title III of Book II and more specifically Articles 233-1, 1° et seq. of the AMF’s General Regulation. The team at Norton Rose Fulbright has 'unparalleled expertise in aviation' and handles a variety of instructions in the sector including matters that arise in the commercial, corporate, competition, antitrust, regulatory spaces, with particular expertise in aviation disputes. The ad hoc committee further notes that the multi-criteria analysis conducted for the valuation of the Company shows that the Offer price includes a premium compared to all of the valuation criteria used by Lazard. In the course of this meeting, the board of directors was informed of the main characteristics of the proposed Offer (the “Project”) and of the preliminary considerations of the ad hoc committee before positively welcoming the Project and approving the wording of the Company’s press release of February 9, 2021 following the announcement by the Offeror of its intention to submit the proposed Offer. No purchases outside the Offer will be made by or on behalf of the Offeror, Natixis or their respective affiliates in the United States of America. Elle accompagne et conseille sa propre clientèle d'entreprises, d'institutions financières et d'investisseurs institutionnels, ainsi que les clients des réseaux du Groupe BPCE.Nous cultivons l'esprit d'entreprendre dans tous nos métiers pour proposer à nos clients des services et solutions toujours plus innovants. The ad hoc committee further notes that the Offer price is below the Company’s net book value while still being close to Natixis’ tangible net assets. In the event of implementation, as the case may be, of the squeeze-out, the Shares subject to the liquidity mechanisms described above will be assimilated to the Shares held by the Offeror in accordance with Article L. 233-9 I, 4° of the French Commercial Code, and will not be subject to the said squeeze-out but they will be transferred to the Offeror in the future as part of the Liquidity Agreement, subject to its execution by the relevant beneficiary or holder. Prior to the opening of the Offer, the AMF will publish a notice of opening and timetable, and Euronext Paris will publish a notice announcing the terms and timetable of the Offer. Autres services The Offer follows the publication by BPCE on February 9, 2021 of a press release announcing that Groupe BPCE is studying a simplification of its organization and an evolution of its model.               -   With respect to the Offer price and the merits of the Offer for minority shareholders and holders of illiquid securities. He is an Associate in the Paris office, supporting the Team in asset management monitoring and the execution of primary fund investments and direct investments / co-investments in real estate markets of Europe and Asia. Between January 15, 2021 and February 9, 2021, the ad hoc committee met weekly.               -   With respect to the merits of the Offer for employees.

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