NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

Information from Article L.225-37-5 of the French Commercial Code

Information from Article L.225-37-5 7.5 of the French Commercial Code

Article L.225-37-5 of the French Commercial Code requires companies whose securities are admitted for trading on a regulated market to make available and explain certain information, where said information may have an impact in the event of a public offer.

Natixis’ main shareholder BPCE held 70.70% of the share capital and 70.78% of the voting rights at December 31, 2018. Given its capital structure, Natixis believes that a hostile takeover bid would have very little chance of succeeding.

Draft resolutions of the Combined 7.6 General Shareholders’ Meeting of May 28, 2019

distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits of any kind of the Chairman of the Board and the Chief Executive Officer for 2019, (v) overall budget for compensation paid in fiscal year 2018 to the employees referred to in Article L.511-71 of the French Monetary and Financial Code, (vi) ratification of the co-opting of three (3) directors, (vii) reappointment of five (5) directors, (viii) appointment of one director, (ix) trading by the Company in its own shares; The following ten resolutions (resolutions twenty-two to a thirty-one) concern extraordinary business (i) the renewal of all financial authorizations and delegations which provide your Company with the necessary financial resources to develop and to implement its strategy, (ii) the powers to complete formalities related to this Combined General Shareholders’ Meeting. Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to twenty-one) Approval of the financial statements for fiscal year 2018 (resolutions one and two) In resolutions one and two, the General Shareholders’ Meeting is asked to approve the Natixis 2018 parent company and consolidated financial statements, respectively. Detailed comments on the parent company and consolidated financial statements are provided in the Natixis 2018 registration document. Appropriation of 2018 earnings (resolution three) Resolution three covers the appropriation of the corporate earnings of Natixis: payment of a dividend, paid in cash at €0.78 per share (€0.30 for the ordinary portion and €0.48 for the extraordinary portion). Natixis’ financial statements at December 31, 2018, showed positive net income of €1,834,308,793,77. After taking into account retained earnings of €1,625,059,649.69, and as the legal reserve exceeded 10% of the share capital, distributable earnings amounted to €3,459,368,443.46.

The draft resolutions below are the drafts available at the date of publication of this registration document. The final versions of these drafts will be published in the French official gazette (BALO) of April 12, 2019 and posted online on the Natixis website: www.natixis.com.

REPORT OF THE BOARD 7.6.1 OF DIRECTORS ON

THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING

The purpose of this report is to present the draft resolutions submitted by your Board of Directors to your General Shareholders’ Meeting. You may refer to this 2018 registration document for the statement on the financial condition, activity and results of Natixis and its group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com ). Thirty-one resolutions will be submitted to the shareholders at the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 28, 2019 at Palais Brongniart, 28 place de la Bourse – 75002 Paris. the first twenty-one resolutions (resolutions one to twenty-one) a require the approval of the Ordinary General Shareholders’ Meeting: (i) approval of the financial statements and appropriation of earnings; (ii) approval of related-party agreements, (iii) approval of the items constituting the total pay and benefits of any kind granted to the Chairman of the Board and the Chief Executive Officer relating to the 2018 fiscal year, (iv) approval of the principles and criteria for determining, These resolutions are categorized into two groups:

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Natixis Registration Document 2018