NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

Reappointment of five directors (resolutions fifteen to nineteen) In resolutions fifteen to nineteen, shareholders are asked to reappoint the five following directors, whose terms of office expire at the end of this General Shareholders' Meeting: Laurent Mignon, President of the BPCE Management Board a (see Laurent Mignon’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document) ; BPCE, represented by Catherine Halberstadt, Chief Executive a Officer, member of the Management Board, in charge of Human Resources (see Catherine Halberstadt’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document) ; Catherine Pariset, Chairwoman of the Natixis Audit a Committee (see Catherine Pariset’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document) ; Bernard Dupouy, Chairman of the Board of Directors of Banque a Populaire Aquitaine Centre Atlantique (see Bernard Dupouy’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document) ; Christophe Pinault, Chairman of the Caisse d'Epargne et de a Prévoyance Bretagne Pays de Loire Management Board . The directors will be reappointed for a term of four (4) years, i.e. until the end of the Ordinary General Shareholders’ Meeting convened in 2023 to approve the financial statements for the fiscal year ending December 31, 2022. The Appointments Committee approved the reappointment of the above-mentioned directors. Appointment of a director (resolution twenty) Resolution twenty proposes that the shareholders appoint Daniel de Beaurepaire as a director, replacing Philippe Sueur, whose term of office expires at the end of this General Shareholders' Meeting, for a period of four (4) years terminating at the end of the General Shareholders’ Meeting convened in 2023 to approve the financial statements for the fiscal year ended December 31, 2022. Daniel de Beaurepaire, 68 years old, is Chairman of the Steering and Supervisory Board of Caisse d'Epargne Ile-de-France ( see Daniel de Beaurepaire’s résumé in Chapter 2 “Corporate Governance” section 2.2 of the 2018 Natixis registration document). It should be noted that as of November 2018 Henri Proglio has been a director of the Company for over 12 years. Accordingly, and as per the Company's independence criteria, as of this date Henri Proglio is no longer considered as an independent director. The Board of Directors and the Appointments Committee

therefore initiated a process to select a new director who would replace Henri Proglio as independent director. This process was in progress at the time of preparing this report. Furthermore, Henri Proglio advised the Board of his resignation from his duties as director upon the selection of his successor. The Board accepted his resignation and asked Henri Proglio to agree to be appointed non-voting member so that the Company can continue to benefit from his experience. This appointment would come into effect upon the termination of his duties as director. Depending on the progress of the selection process for a new director, the Board may add draft resolutions for submission to the General Shareholders' Meeting of May 28, 2018 in order to implement the proposed changes. If applicable, this report will be supplemented with details on the proposed draft resolutions. Trading by the Company in its own shares (resolution twenty-one) Resolution twenty-one asks the General Shareholders’ Meeting to renew, for a period of 18 months, the authorization to buy back shares allocated to the Board of Directors. Thus, the Board of Directors would be authorized to set up a treasury share buyback program up to a limit of 10% of the total number of shares comprising the Company's share capital, or 5% of the total number of shares comprising the Company's share capital acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer. The Company cannot under any circumstance own at any given time more than 10% of the shares comprising its share capital. These share purchases would be for the purposes of: managing the liquidity contract; a allocating or transferring shares to employees in respect of a their share of the Company profits, Employee Savings plans or share buyback programs and to freely allocate shares or any other form of share allocation to members of staff; canceling shares; a payment or exchange in connection with merger and a acquisition transactions. The maximum share price cannot exceed ten (10) euros per share. These shares may be bought, sold or transferred at any time (except in the event of a public offer of the Company’s shares) by any means (including block trades or the use of derivatives) in accordance with the regulations in effect (see below the summary table on the financial resolutions submitted to the shareholders) .

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Natixis Registration Document 2018