NATIXIS - 2018 Registration document and annual financial report

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

Related party agreement Pursuant to Articles L. 225-38 et seq. of the French Commercial Code certain agreements are subject to prior authorization by the Board of Directors. The Statutory Auditors prepare a special report on these agreements which is presented to the General Shareholders' Meeting for its approval (“Related party Agreements Procedure”). These agreements are those, either directly or through an intermediary, between the Company and the following persons: its Chief Executive Officer; a one of its Deputy Chief Executive Officers; a one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, if it is a a corporate shareholder, the Company that controls it in the meaning of Article L.233-3 of the French Commercial Code. The agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related parties Agreements Procedure. Finally, agreements between companies with common officers are also subject to the Related parties Agreements Procedure. The prior approval of the Board of Directors is reasoned by justifying the interest of the agreement for the Company, in particular by specifying the financial conditions attached. In return for the waiving of PSRs*, your Board of Directors may introduce a priority subscription right (with over-subscription privileges*, if applicable). When it has been established, this right allows shareholders, as is the case with PSRs*, to subscribe to the proposed issue proportionally to the number of old shares that they hold. However, unlike with PSRs*, this priority subscription right may only be exercised during a priority period, which is currently set at a minimum of three trading days shorter than the period set for PSRs*, and is non-negotiable. This priority period will not be applied to all issues: in the same way as for PSRs*, it could be preferable, even necessary, not to apply this priority period in order to issue common shares under the best conditions, for example, when speed is essential to the success of an issue or when an issue is made on foreign financial markets. PSR stands for “preferential subscription rights”. For a description of preferential subscription rights and a presentation of reasons for requesting that these preferential subscription rights are waived, see the paragraph entitled “Renewal of financial authorizations and delegations” Companies in which your Company owns, either directly or indirectly, more than 50% of the share capital Overall Ceiling General ceiling for capital increases carried out under resolutions twenty-seven to thirty-three, i.e. one and a half billion euros (€1.5 billion) Private placement Since April 1, 2009, the law allows for capital increases with waiving of preferential subscription rights, up to Priority subscription right Preferential subscription rights/PSR Subsidiaries

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20% of the share capital per year, through offers exclusively available to (i) individuals providing portfolio investment and management services on behalf of third parties, or (ii) qualified investors or a limited circle of investors, provided that such investors act for their own account. Their purpose is to optimize capital raising for the Company and benefit from more favorable market conditions, because this financing method is both faster and simpler than capital increases offered to the public. Regulatory minimum issue price set on the issue date, which is currently: For shares: the average weighted market price during the three trading days on the NYSE Euronext Paris a regulated exchange prior to the date on which the subscription price for the capital increase is determined, less 5%, where necessary, after any corrections to this average to take into consideration the difference in the effective date;

Legal Minimum Price

For securities giving access to the share capital*: price set in such a way that, for all shares issued as a securities giving access to the share capital*, the total amount received by the Company in exchange for these securities giving access to the share capital* is at least equal to the regulatory minimum price per share as determined in the preceding point (as it was on the date on which the securities giving access to the share capital* were issued). Reference Price Average of prices of the Company’s shares listed on the regulated Euronext Paris market during the 20 trading sessions preceding the decision by your Board of Directors setting the date for the opening of subscription by members of the Company or Group employee savings plan, with a maximum discount of 20%. Over-subscription (privileges) Your Board of Directors may, in certain cases, introduce over-subscription privileges for shareholders.If introduced, in the event that subscriptions to new shares (i.e. through the exercise of preferential subscription rights) are insufficient, unsubscribed shares would be allocated to shareholders who would have exercised over-subscription privileges to subscribe to shares in greater quantity than what they could have subscribed to using preferential subscription rights, in proportion to the rights they have and within the limit of their requests.

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Natixis Registration Document 2018