NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

Distribution of share capital and voting rights

EMPLOYEE SHAREHOLDING 7.4.4

the Natixis Board of Directors, at its meeting on April 13, 2018 a (by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty), decided to award 3,389,678 free shares to the recipients designated by the Board of Directors; the Natixis Board of Directors, at its meeting on May 23, 2018 a (by virtue of the authorization granted by the General Shareholders’ Meeting of May 24, 2016, resolution nineteen), decided to award 58,024 performance shares to the members of the Natixis Senior Management Committee, and 11,661 shares to the Chief Executive Officer of Natixis; the Natixis Board of Directors, at its meeting on a August 2, 2018 (by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen), decided to grant 13,605 performance shares to the Chief Executive Officer of Natixis. Issues of share capital reserved for employees of companies enrolled in the Natixis employee savings plans In the interest of aligning Natixis employees with the growth and earnings of Natixis over the long term, from 2013 to 2016 inclusive, and in 2018, the Natixis Board of Directors agreed on the principle of using the authorization granted by the General Shareholders’ Meeting to carry out a capital increase reserved for the employees of the Natixis group, without their preferential subscription right under the Mauve employee share ownership plan. The Mauve plan is reserved for Company employees included in the scope determined by the Board of Directors and comprising Natixis S.A. and the subsidiaries and branches of its Asset & Wealth Management, Corporate & Investment Banking, Insurance and Specialized Financial Services business units (excluding Financial Investments) enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope. As part of the Mauve plan, beneficiaries are able to subscribe for Natixis shares (or, for international beneficiaries, under an economically similar formula) on advantageous terms and with the benefit of employer-paid contributions in compliance with the provisions of existing plans within the Natixis group. The amounts invested in the Mauve plan are locked up for a period of five years. Barring cases of early unlocking applicable to employee savings plans in France, this number may be reduced outside of France based on local legislation and the formula proposed. At its meeting on November 7, 2017, the Board of Directors of Natixis decided to use in 2018 the authorization to carry out a capital increase—without preferential subscription rights—reserved for members of employee savings plans that was granted by the Combined General Shareholders’ Meeting of May 23, 2017 (resolution twenty), for the launch of the Mauve 2018 employee share ownership plan with an overall par value ceiling of €50,000,000, representing a maximum of 31,250,000 shares. In order to implement the Mauve 2018 plan, the Board of Directors invested the Chief Executive Officer with all the necessary powers, in particular to set the Subscription Price and the subscription period for the shares to be issued. On July 27, 2018, the Chief Executive Officer of Natixis recognized a capital increase for a total amount of €59,937,990.61, corresponding to the issuance of 11,982,805 new shares each with a par value of €1.60, divided into an increase in the nominal value of the capital of €19,172,488 and an issue premium of €40,765,502.61, and amended the bylaws accordingly.

At December 31, 2018, the percentage of the capital owned by Natixis employees was 2.51%, of which: 1.10% was held through capital increases reserved for a employees; 0.67% was held outside of employee savings plans by a employees and former employees; 0.74% was held under the BPCE Actions Natixis employee a share ownership plan, including bearers of Groupe BPCE shares. Free share awards In accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code: the Natixis Board of Directors, at its meeting on a February 22, 2012 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 27, 2010, resolution eighteen), decided to grant 6,119,373 free shares to certain employees of Natixis and its subsidiaries; the Natixis Board of Directors, at its meeting on a February 17, 2013 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 27, 2010, resolution eighteen), decided to grant 1,724,325 free shares to certain employees of Natixis and its subsidiaries; the Natixis Board of Directors, at its meeting on a November 6, 2013 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen), decided to grant 90 free shares to the Chief Executive Officer of Natixis; the Natixis Board of Directors, at its meeting on July 31, 2014 a (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen), decided to grant 31,955 performance shares to the Chief Executive Officer of Natixis; the Natixis Board of Directors, at its meeting on a February 18, 2015 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen) decided to award 95,144 performance shares to the members of the Natixis Senior Management Committee; the Natixis Board of Directors, at its meeting on July 28, 2016 a (by virtue of the authorization granted by the General Shareholders’ Meeting of May 24, 2016, resolution nineteen), decided to award 103,820 performance shares to the members of the Natixis Senior Management Committee and 47,463 to the Chief Executive Officer of Natixis. During this same meeting, the Board of Directors (by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty), decided to award 3,081,642 free shares to the recipients designated by the Board of Directors; the Natixis Board of Directors, at its meeting on April 10, 2017 a (by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty), decided to award 3,012,307 free shares to the recipients designated by the Board of Directors; the Natixis Board of Directors, at its meeting on May 23, 2017 a (by virtue of the authorization granted by the General Shareholders’ Meeting of May 24, 2016, resolution nineteen), decided to award 49,458 performance shares to the members of the Natixis Senior Management Committee, and 29,911 shares to the Chief Executive Officer of Natixis;

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Natixis Registration Document 2018