NATIXIS - 2018 Registration document and annual financial report

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

Resolutions requiring the approval of the Extraordinary General Shareholders’ Meeting (resolutions twenty-two to thirty-one) Awarding free shares to employees or corporate officers (resolution twenty-two) Resolution twenty-two seeks to authorize the Board of Directors to award free new or existing shares to employees of Natixis and related companies or groups, as well as to corporate officers. These free share awards would round out the compensation and employee retention packages that already exist within the Natixis group and link the interests of beneficiaries and shareholders. This resolution would allow the Group to benefit from the provisions introduced by French Law No. 2015-990 of August 6, 2015 for growth, activity and equality of economic opportunity (Macron law) which in particular modified and relaxed the rules relating to the awarding of free shares (including the related tax regime for companies and the beneficiaries of the attributions). Moreover, these resolutions seek to reflect certain legislative and regulatory changes seen under the CRD IV Directive and, in particular, rules relating to the compensation policy and practices of credit institutions. Duration This delegation will come into effect on June 1, 2019 and remain in force until June 30, 2022. Limits The total number of shares which will be awarded under this resolution cannot exceed 2.5% of the share capital of Natixis at the date of the Board of Directors’ decision to award the shares. Free share grants to Natixis Executive Officers under this resolution cannot exceed a sub-limit of 0.1% of the share capital of Natixis at the date of the Board of Directors’ decision to award the shares (it being noted that these sub-limits would be deducted from the above-mentioned limit). Implementation methods Shares will only be allocated permanently following a vesting period, the duration of which will be set by the Board of Directors and which cannot be less than one (1) year. The retention period of shares by their beneficiaries will be, where applicable, set by the Board of Directors, it being noted that, in line with the law, the cumulative duration of the vesting and retention periods cannot be less than two (2) years. It should be noted that this draft resolution addresses the allocation of performance shares to members of the Senior Management Committee with a view to reinforce the alignment over time with the shareholders' and directors' interests. It also enables the payment of a portion of the variable annual compensation in the form of a conditional and deferred allocation of performance shares pursuant to Article L. 225-197-2 of the French Monetary and Financial Code in application of the relevant European regulation (“CRD IV”). The permanent allocation of all or part of the shares allocated to each beneficiary may be contingent on the achievement of one or several performance conditions, decided on by the Board of

Directors, it being noted that for persons referred to in Article L.511-71 of the French Monetary and Financial Code including Natixis executive corporate officers, the existence of such performance conditions will be required in all events. Shares shall become fully vested and immediately transferable in the event that a beneficiary falling into the second or third categories laid down by Article L.341-4 of the French Social Security Code becomes incapacitated. This delegation of authority would expressly waive, in favor of the beneficiaries of share allocations, the shareholders' preferential subscription rights to shares that may be issued under this resolution and the corresponding waiver by shareholders in favor of the beneficiaries of said allocations of the part of the reserves, retained earnings, premiums or other items so incorporated, and, more generally, waives all the shareholders' rights to free shares (new or existing) that may be allocated pursuant to the present resolution. The Board of Directors will have full powers, with the right to sub-delegate said powers in accordance with applicable legislation and regulations, to put this resolution into effect and in particular to determine the identity of the beneficiaries, the number of shares that may be allocated to each of them as well the allocation conditions (e.g. duration of vesting and, where applicable, retention periods). Resolution twenty-three asks the Extraordinary General Shareholders' Meeting to renew for a period of 26 months the authorization granted to the Board of Directors to cancel, through a reduction in share capital, all or part of the treasury shares held by Natixis or acquired under the authorization granted by the Ordinary General Shareholders' Meeting, up to 10% of the total share capital over each 24 month period. This authorization cancels and replaces the unused portion of any earlier authorizations to the same effect (see below the summary table on the financial resolutions submitted to the shareholders) . Renewal of financial authorizations and delegations (resolutions twenty-four to thirty) The Board of Directors was granted financial authorizations and delegations in 2017 which expire during the 2019 fiscal year. The Extraordinary General Shareholders' Meeting is thus asked to renew these financial authorizations and delegations which are all aimed at entrusting the financial management of your Company to your Board of Directors by allowing it, in particular, to carry out capital increases under the methods and for the reasons set out below and in the summary table that follows. The aim of these financial authorizations and delegations is to provide your Board of Directors, over a period of 26 months from this Extraordinary General Shareholders' Meeting, flexibility in choosing from a range of types of issue, and to enable the Board—at the appropriate time—to adapt the nature of the financial instruments issued in light of conditions in the French or international financial markets and of the opportunities available in those markets. Resolution twenty-four thus seeks to grant the Board of Directors the authority to decide to increase the share capital (immediately or at some time in the future), with preferential subscription rights maintained (1) . Reduction in share capital by canceling treasury shares (resolution twenty-three)

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Terms followed by an asterisk are defined in the index below. (1)

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Natixis Registration Document 2018