NATIXIS - 2018 Registration document and annual financial report

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

the overall par value ceiling on capital increases liable to be j carried out immediately or in the future under this delegation of authority or those granted under resolutions twenty-five, twenty-six, twenty-seven, twenty-eight, twenty-nine and thirty submitted for the approval of this General Shareholders’ Meeting is set at one and a half (1.5) billion euros, where applicable, the par value of additional shares that may j be issued, in the event of new financial transactions, to maintain the rights of bearers of securities giving access to the share capital, will be added to the limits set above; Establishes the effective period of the authorization provided 4) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; In the event that the Board of Directors uses this delegation: 5) resolves that preferential subscription rights to the issue(s) j shall be reserved for shareholders who might subscribe to shares in proportion to the number of existing shares they hold at that time, acknowledges that the Board of Directors may introduce j over-subscription privileges, acknowledges that this delegation of authority unconditionally j and expressly waives, in favor of the holders of securities issued giving access to the Company's capital, the shareholders' preferential subscription rights in respect of the shares to which said securities will give entitlement immediately or at some future date, acknowledges that if the share issued is a security that is not j a security giving access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital, the Company’s shareholders have no rights to subscribe to securities issued in this context, acknowledges that, pursuant to Article L.225-134 of the j French Commercial Code, if shares purchased under preferential subscription rights and over-subscription privileges do not account for all shares issued under the capital increase, the Board of Directors may exercise, under the terms prescribed by law and in the order it chooses, one of the following options: limit the capital increase to the amount subscribed for on j condition that such amount is equal to at least three-quarters of the planned capital increase, freely distribute all or part of the shares or, in the case of j securities giving access to the share capital, those securities that were to be issued but have not been subscribed for, make a public offering on the French market or j internationally of all or part of the shares or (in the case of securities giving access to the share capital) the unsubscribed securities; resolves that Company stock warrants may also be freely j awarded to existing shareholders, with the understanding that the Board of Directors will have the power to decide that fractional shares shall not be traded and that the corresponding securities will be sold; Resolves that the Board of Directors cannot, unless 6) previously authorized by the General Shareholders' Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the Company's shares. This prohibition will stand until the public tender offer period ends;

Resolves that the Board of Directors will have all necessary 7) powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: decide on a capital increase and determine the securities to j be issued, decide on the amount of the capital increase, the issue price j as well as the amount of any premium that may be required on issuance, set the dates and terms of the capital increase and the type, j number and characteristics of the securities to be issued. Furthermore, in the case of bonds or other debt securities, decide whether they should be subordinated (and, if applicable, their rank, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (fixed or variable rate of interest, zero coupon or indexed) and stipulate mandatory or optional cases when interest payments shall be suspended or not paid, fix their maturity (fixed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of issue (including the granting of guarantees or security interests) and redemption (including redemption by delivery of assets of the Company). Where appropriate, these securities may carry warrants granting allocation, acquisition or subscription rights to bonds or other debt securities, or provide the Company with the option to issue debt securities (fungible or non-fungible) to make interest payments previously suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or compensation or of other rights such as indexation or options possibilities). Finally, the Board may change, throughout the life of the securities concerned, the terms referred to above, in accordance with applicable procedures, determine the procedure for paying up the shares or the j securities giving access to shares to be issued immediately or in the future, set terms for the exercise of rights (rights to conversion, j exchange or redemption as the case may be, including by delivery of Company assets such as securities already issued by the Company) attached to the shares or securities giving access to the share capital and, in particular, set the date, which may be retrospective, from which the new shares will pay dividends, and all other terms and conditions for the completion of the capital increase, set terms under which the Company may buy back or j exchange on the market, at any time or during specific time periods, the securities issued or to be issued immediately or in the future, with the view to canceling such securities or not, taking into account the applicable legal provisions, allow for the option of suspending the exercise of the rights j attached to such securities in compliance with the relevant laws and regulations, at its sole discretion, apply the cost of the capital increase j against the related share premiums and deduct the amounts required for the legal reserve, determine and make all adjustments as may be required to j recognize the impact of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of dividends, reserves or premiums or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set all other terms on which any rights of holders of

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Natixis Registration Document 2018