NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

Price or procedures for determining the price Price set by your a Board of Directors

Other information for comments

Reasons for possible uses of the delegated power

No.

Purpose

Duration

Specific ceiling

26 months May be used by your Board a of Directors to decide on these issues, on one or more occasions

Overall ceiling: one a and a half billion (1.5bn) euros Ceiling: one and a a half billion (1.5bn) to be deducted from the Overall Ceiling* Ceilings exclude a any additional amounts issued in order to preserve the rights of holders of securities giving access to the capital*

May introduce a

24 Issue of shares and/or securities giving access to

over-subscription privileges*

the Company's capital* and/or securities granting a right to debt instruments with PSRs*

May issue (i) a

securities giving access to shares to be issued by a Subsidiary* and/or (ii) shares giving access to existing share capital or entitling holders to the allotment of the debt securities of a third party company shares following the issue of securities giving access to your Company's capital by your Company's Subsidiaries* securities giving access to shares to be issued by a Subsidiary and/or (ii) shares giving access to existing share capital or entitling holders to the allotment of the authorization during public share offers

Unusable a

Ceiling: five a hundred

25 Issue, by public offer, of shares

May issue a

26 months May be used by your Board a of Directors to decide on these issues and proceed with these allocations to shareholders with waiving of preferential subscription rights, in France or in foreign countries, by public offer May be used to issue a

Price set by your a Board of Directors, at least equal to the Legal Minimum Price*

and/or securities giving access to the Company's capital* or granting a right to debt instruments with waiving of PSRs*

(500) million euros

Issue to be a

deducted from the Overall Ceiling*

Ceilings exclude a any additional

amounts issued in order to preserve the rights of holders of securities giving access to the capital*

May issue, by a public offer, (i)

shares or securities giving access to the Company's capital* in consideration for shares in a company meeting the criteria laid down in Article L.225-148 of the French Commercial Code in connection with a public exchange offer initiated by your Company in France or abroad under local rules, in which case your Board of Directors would be free to set the exchange ratio, the pricing rules set out below would not apply

debt securities of a third party company May introduce a on the French market, circumstances permitting, a non-negotiable priority

subscription right* (with over-subscription privileges*, if applicable), to be exercised as determined by the Board of Directors

Unusable a

authorization during public share offers

536

Natixis Registration Document 2018