NATIXIS - 2018 Registration document and annual financial report

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

SUMMARY TABLE ON THE FINANCIAL RESOLUTIONS SUBMITTED TO THE GENERAL SHAREHOLDERS’ MEETING R BY YOUR BOARD OF DIRECTORS

Price or procedures for determining the price

Other information for comments

Reasons for possible uses of the delegated power

No.

Purpose

Duration

Specific ceiling

Unusable a

18 months Possible objectives for share buybacks by your Company: Implementing option plans a to buy shares of the

21 Authorization to trade in shares of the Company

Your Company a may at no time

Maximum a

purchase price of €10 per share (adjustable particularly in the case of a reverse share split)

authorization during public share offers The Board of a Directors

hold a number of shares representing more than 10% of its share capital adjusted by transactions affecting it subsequent to this General Shareholders’ Meeting tendering them in connection with a merger, spin-off or contribution may not exceed 5% of the share capital contracts, the 10% ceiling is calculated net of the number of shares resold during the authorization period

Company or similar plans Awarding or transferring a shares to employees Awarding free shares to a employees or directors Generally, honoring a obligations related to stock option programs or other share allocations to employees or directors of the issuer or a related company Tendering shares upon a exercising rights attached to securities granting rights to capital* Canceling all or a portion of a the securities bought back Tendering shares in a connection with acquisitions, mergers, spin-offs or asset transfers Promoting the share in the a secondary market or the liquidity of the Company's share through an investment services provider in connection with a liquidity contract Any other goal authorized a or that may be authorized by law or regulations in effect Authorization granted to a the Board of Directors to issue free shares to employees of Natixis and

ensures that buybacks are executed in accordance with prudential requirements, such as those established by regulation

The number of a shares acquired with a view to holding them or subsequently

For liquidity a

7

Overall amount a allocated to the

buyback program: approximately €3.1 billion

From June 1, 2019 to June 30, 2022

22 Awarding free shares to employees and directors

Issue limited to a 2.5% of the

Permanent a allocation is

Company's share capital at the date on which the Board of Directors decided to allocate them

contingent on satisfying one or more performance requirements for the persons referred to in Article L.511-71 of the French Monetary and Financial Code

related companies or groups as well as to directors

Sub-ceiling for a executive

Vesting period: 1 year a minimum Retention period: no a minimum (but the vesting and retention periods combined must be at least two years)

corporate officers: 0.10% of the share capital

23 Cancellation of treasury shares

26 months May be used to reduce the a capital of your Company

Limited to 10% of a the capital in a 24-month period

535

Natixis Registration Document 2018