NATIXIS - 2018 Registration document and annual financial report

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

Delegation of authority to the Board of Directors to decide a whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members; Powers to complete formalities. a The resolutions submitted to voting by the General Meeting are as follows:

Overall budget for compensation paid to the employees a referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2018; Ratification of the co-opting of Laurent Mignon as a director; a Ratification of the co-opting of Nicole Etchegoïnberry as a a director; Ratification of the co-opting of Christophe Pinault as a director; a Reappointment of Laurent Mignon as a director; a Reappointment of BPCE as a director; a Reappointment of Catherine Pariset as a director; a Reappointment of Bernard Dupouy as a director; a Reappointment of Christophe Pinault as a director; a Appointment of Daniel de Beaurepaire as a director, to replace a Philippe Sueur; Delegation of authority to the Board of Directors concerning a the trading by the Company in its own shares; Extraordinary business Delegation of authority to the Board of Directors to award free a shares to employees and corporate officers of the Company and related companies, without preferential subscription rights; Delegation to be granted to the Board of Directors to reduce a share capital by canceling treasury shares; Delegation of authority to the Board of Directors to decide a whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, with preferential subscription rights maintained; Delegation of authority to the Board of Directors to decide a whether to increase share capital through the issue, by public offer, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights; Delegation of authority to the Board of Directors to decide a whether to increase share capital through the issue, by an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights; Delegation of powers to the Board of Directors to issue shares a and/or securities providing access to the Company's share capital or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving capital stock or securities giving access to capital, without preferential subscription rights; Delegation of authority to the Board of Directors to increase a the share capital via the incorporation of reserves, retained earnings, premiums or other items; Delegation of authority to the Board of Directors to increase a the number of securities to be issued in the event of capital increases with or without preferential subscription rights;

Ordinary business Resolution one (Approval of the 2018 parent company financial statements)

The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the parent company financial statements for the fiscal year ended on December 31, 2018, hereby approves said parent company financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financial statements or summarized in these reports. The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the consolidated financial statements for the fiscal year ended on December 31, 2018, hereby approves said consolidated financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financial statements or summarized in these reports. Resolution three (Appropriation of earnings for the 2018 fiscal year and setting of the dividend) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby: notes that the financial statements finalized as of December 31, a 2018, and approved by the shareholders at this meeting show earnings for the 2018 fiscal year of €1,834,308,793.77; notes that, after taking into account retained earnings of a €1,625,059,649.69 and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €3,459,368,443.46; resolves to appropriate the distributable earnings as follows: a Resolution two (Approval of the 2018 consolidated financial statements)

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Natixis Registration Document 2018