NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

General information on Natixis’ capital

General information on Natixis’ capital 7.3

FORM AND TRANSFER OF SHARES 7.3.1 (CHAPTER II, ARTICLE 4 OF THE BYLAWS) Shares in the Company may either be registered shares or identifiable bearer shares, at the shareholder’s discretion. They are registered in share accounts and are transferred according to the terms provided for by law and regulations.

This same meeting resolved in particular that under certain circumstances, the Board of Directors may: decide to increase capital without preferential subscription a rights through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code (private placement); decide to increase capital with waiving of preferential a subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue; decide to increase capital via the incorporation of premiums, a reserves, retained earnings or other items; decide to increase the number of securities to be issued, a within the legal limits, in the event of capital increases with or without preferential subscription rights; decide to increase the share capital reserved for members of a an employee savings plan, up to the par value limit of fifty (50) million euros. These capital increases will be applied against the amount of the overall ceiling described above. The Combined General Shareholders’ Meeting of May 24, 2016 (resolutions nineteen and twenty) authorized the Board of Directors, for a thirty-eight-month period, to carry out one or more free share awards to the employees and directors of Natixis and its affiliates under the following conditions: award of free shares in connection with the Long Term a Incentive Plan (LTIP): award limited to 0.2% of the Company’s share capital at the date of the Board of Directors’ decision to award the shares, with a sub-ceiling of 0.03% of the share capital for executive corporate officers. Permanent allocation is contingent on satisfying a performance requirement; award of free shares for the payment of a portion of annual a variable compensation: award limited to 2.5% of the Company’s share capital at the date of the Board of Directors’ decision to award the shares, with a sub-ceiling of 0.1% of the capital for executive corporate officers. Permanent allocation is contingent on satisfying one or more performance requirements for the persons referred to in Article L.511-71 of the French Monetary and Financial Code. This authorization replaces the authorization granted by the Combined General Shareholders’ Meeting of May 21, 2013. Report of the Board of Directors on the use of capital increase authorizations Free shares in vesting period The Board of Directors of Natixis, at its meeting on July 31, 2014, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 21, 2013, resolution seventeen, resolved to award 31,955 free performance shares to the Chief Executive Officer of Natixis. These shares will vest at the end of a vesting period that runs until July 31, 2018, inclusive, provided that presence and performance conditions are met.

SHARE CAPITAL 7.3.2

The share capital was set at €5,044,925,571.20 on March 1, 2019, divided into 3,153,078,482 fully paid-up shares of €1.60 each.

AUTHORIZED BUT UNISSUED 7.3.3 CAPITAL – CAPITAL INCREASE AUTHORIZATIONS

The Combined General Shareholders’ Meeting of May 23, 2018 granted the Board of Directors financial authorization for a 26-month period to carry out capital increases with cancellation of preferential subscription rights. Under this delegation, the Board of Directors may decide to increase the share capital reserved for members of an employee savings plan, up to the limit of fifty (50) million euros. This delegation substitutes the unused part of any similar prior delegated power given to the Board of Directors by the shareholders in the Combined General Shareholders' Meeting of May 23, 2017, under resolution twenty, with the stipulation that the Mauve 2018 share ownership plan in progress at the time of this General Shareholders' Meeting had been approved by the Board of Directors based on resolution twenty adopted by the Combined General Shareholders' Meeting of May 23, 2017. The Combined General Shareholders’ Meeting of May 23, 2017 granted the Board of Directors financial authorization for a 26-month period to carry out capital increases with retention or cancellation of preferential subscription rights (these authorizations replaced those granted by the Combined General Shareholders’ Meeting of May 19, 2015). The Combined General Shareholders’ Meeting of May 23, 2017 resolved that these capital increases, which may not exceed an overall par value ceiling of one and a half (1.5) billion euros, divided into a par value ceiling of €1.5 billion for capital increases with preferential subscription rights and a par value ceiling of €500 million for capital increases without preferential subscription rights, could be carried out either through issuing shares or through issuing securities that give access to share capital, specifically in the form of financial instruments representing debt securities.

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Natixis Registration Document 2018