NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

Securities giving access to the share capital

Characteristics of securities likely to be issued under resolutions twenty-four to thirty: Resolutions twenty-four to thirty submitted to this Shareholders' Meeting will authorize your Board of Directors to issue securities giving access to the share capital of the Company, either through the issue of new shares such as bonds convertible into or redeemable for shares, or bonds with share warrants attached or through the delivery of existing shares such as “OCEANEs” (bonds which are convertible into new shares or exchangeable for existing shares); these securities could either be in the form of debt securities as in the examples given above, or capital securities such as shares with share warrants attached. However, in accordance with the law, capital securities convertible or transformable into debt securities cannot be issued. Conditions for the issuing of shares to which the securities giving access to share capital issued entitle the holder and dates on which these rights may be exercised: Securities giving access to share capital in the form of debt securities (for example, bonds convertible into or redeemable for shares, or bonds with share warrants attached) may entitle holders, either at any time, during set periods, or at set dates, to the allocation of shares. This allocation may be by way of conversion (for example, of convertible bonds into shares), redemption (for example, bonds redeemable in shares), exchange (for example, bonds exchangeable for shares), or the presentation of a warrant (for example, bonds with share warrants attached) or by any other way, during the issue period, regardless of whether the preferential subscription rights of holders of securities issued in this way are waived or not. In accordance with the law, delegations of authority to issue securities giving access to shares to be issued approved by your General Shareholders' Meeting entails the waiving of shareholders' preferential subscription rights to the shares to which the securities issued entitle them. For example, if your General Shareholders' Meeting approves resolution twenty-four, you would, according to law, waive your preferential subscription rights to shares that your Company would issue, where appropriate, to redeem a possible bond redeemable in shares.

AGENDA AND DRAFT RESOLUTIONS 7.6.2 OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2019

Ordinary business Reports by the Board of Directors; a Reports by the Statutory Auditors; a Review and approval of the financial statements for the fiscal a year ended December 31, 2018; Review and approval of the consolidated financial statements a for the fiscal year ended December 31, 2018; Appropriation of earnings for the fiscal year ended a December 31, 2018 and setting of the dividend; Approval of the agreements and commitments covered by a Articles L.225-38 et seq. of the French Commercial Code; Approval of the total compensation and benefits of any kind a paid or granted to François Pérol, Chairman of the Board of Directors, for the period from January 1 to June 1, 2018, pursuant to Article L.225-100 of the French Commercial Code; Approval of the total compensation and benefits of any kind a paid or granted to Laurent Mignon, Chief Executive Officer, for the period from January 1 to June 1, 2018, pursuant to Article L.225-100 of the French Commercial Code; Approval of the total compensation and benefits of any kind a paid or granted to Laurent Mignon, Chairman of the Board of Directors, for the period from June 1 to December 31, 2018, pursuant to Article L.225-100 of the French Commercial Code; Approval of the total compensation and benefits of any kind a paid or granted to François Riahi, Chief Executive Officer, for the period from June 1 to December 31, 2018, pursuant to Article L.225-100 of the French Commercial Code; Approval of the principles and criteria for determining, a distributing and granting the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind of the Chairman of the Board of Directors for the 2019 fiscal year, pursuant to Article L.225-37-2 of the French Commercial Code; Approval of the principles and criteria for determining, a distributing and granting the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind of the Chief Executive Officer for the 2019 fiscal year, pursuant to Article L.225-37-2 of the French Commercial Code;

Notice: 1. The distribution of the special dividend depends on Natixis' plan to sell its Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines to BPCE. If this sale cannot be completed before the date of the General Shareholders' Meeting, the Board of Directors will amend the text of the third draft resolution to provide for (i) the payment on June 4, 2019 of the ordinary dividend in an amount equal to that initially proposed for the ordinary dividend and (ii) the subsequent payment (at a date after the planned sale is completed) of the “special” dividend in an amount equal to that initially proposed for the special dividend. 2. The procedure for selecting a new independent member of the Board of Directors to replace Henri Proglio, whose term of office ends upon the adjournment of the May 28, 2019 General Shareholders' Meeting, is currently underway. Once the timing of this procedure has been finalized, the Board of Directors will complete the draft resolutions for appointing and re-appointing members of the Board.

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Natixis Registration Document 2018