NATIXIS - 2018 Registration document and annual financial report

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

Regardless of the tax treatment of dividends for income tax purposes (PFU or progressive income tax scale), the paying establishment located in France must collect: a mandatory non-definitive flat-rate withholding tax ( PFO ) at a a rate of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial income tax payment, except if individual beneficiaries who are residents for tax purposes in France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; social security charges of 17.2%. a When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG (contribution sociale généralisée—general social security tax) is deductible from taxable income at a rate of 6.8%. All of the Company's shares are eligible for this tax treatment. In accordance with legal provisions, the following dividends were distributed for the three fiscal years prior to fiscal year 2018:

Resolution three proposes the payment of a total dividend of €2,457,225,101.76 (€945,086,577.60 for the ordinary dividend and €1,512,138,524.16 for the special dividend) charged against distributed earnings, and the allocation of the balance (€1,002,143,341.70) to “Retained earnings”. Consequently, the dividend per share is set at €0.78 (seventy-eight euro cents) and will be charged in full against distributable earnings for fiscal year 2018. The ex-dividend date is May 31, 2019, with dividends payable as of June 4, 2019. For individual beneficiaries who are residents for tax purposes in France who hold shares outside a stock saving plan, these dividends are subject to income tax: at a single flat-rate withholding tax ( PFU tax) of 12.8%, the a fiscal base of which is the gross amount of dividends (Article 200 A of the French General Tax Code); or, at the express and irrevocable option of the beneficiary a when declaring his/her income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code).

Number of shares on which a dividend was paid

Dividend per share (in euros)

Total (in euros)

Fiscal year

2015 2016 2017

3,128,127,765 3,137,074,580 3,137,360,238

0.35 0.35 0.37

1,094,844,717.75 1,097,976,103.00 1,160,823,288.06

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It should be noted that the distribution of the special dividend depends on Natixis' plan to sell its Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines to BPCE, and that if this sale cannot be completed before the date of the General Shareholders' Meeting, the Board of Directors will amend the text of the third draft resolution to provide for (i) the payment on June 4, 2019, of the ordinary dividend in an amount equal to that proposed for the ordinary dividend above and (ii) the subsequent payment (at a date after the planned sale is completed) of the "special" dividend in an amount equal to that proposed for the special dividend above. If required, an addendum to this report will be issued.

On February 12, 2019, the Board of Directors authorized the a sale of the Securities & Financial Guarantees (CEGC), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of Natixis' Specialized Financial Services division to BPCE. Concerned by this agreement are Laurent Mignon, Catherine Halberstadt, Bernard Dupouy, Thierry Cahn, Françoise Lemalle, Alain Condaminas, Christophe Pinault, Sylvie Garcelon, Philippe Sueur and Nicole Etchegoïnberry in their role as directors. Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2018, to each executive corporate officer (resolutions five to eight) Resolutions five and six relate to components of compensation due or granted, between January 1, 2018 and June 1, 2018, to François Pérol, Chairman of the Board of Directors, and to Laurent Mignon, Chief Executive Officer. Resolutions seven and eight relate to components of compensation due or granted, between June 1, 2018 and December 31, 2018, to Laurent Mignon, Chairman of the Board of Directors, and to François Riahi, Chief Executive Officer.

Related-party agreements (resolution four) Resolution four concerns the approval of related-party agreements and commitments pursuant to Articles L.225-38 et seq. of the French Commercial Code, authorized by the Board of Directors during fiscal year 2018 and until the Board of Directors’ Meeting of February 12, 2019. These agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fiscal year 2018 and still effective, which do not need to be re-approved by shareholders (see Chapter 7 section 7.7 of the Natixis 2018 registration document) . Since February 12, 2018, your Board has authorized the following agreements: On September 12, 2018, the Board of Directors authorized the a Company to enter into a negotiation agreement with respect to the sale of Natixis' Securities & Financial Guarantees (CEGC), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE. Concerned by this agreement are Laurent Mignon, Catherine Halberstadt, Bernard Dupouy, Thierry Cahn, Françoise Lemalle, Alain Condaminas, Alain Denizot, Sylvie Garcelon and Stéphanie Paix in their role as directors.

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Natixis Registration Document 2018