NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

REPORT OF THE BOARD OF DIRECTORS ON THE USE OF CAPITAL INCREASE AUTHORIZATIONS IN 2019

vest at the end of a vesting period that runs until May 22, 2022, inclusive, provided that a continued service requirement and performanceconditionsare met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty,the Board of Directors of Natixis decided at its April 12, 2019 meeting to award 2,600,406 bonusshares to the recipients designated by the Board of Directors, including 64,902 shares awarded to the corporate officers of Natixis. These shares will vest in tranches on March 1, 2021 and March 1, 2022, provided that a continued service requirement and performanceconditionsare met. By virtue of the authorization granted by the Combined General Shareholders’Meetingof May 24,2016, resolution nineteen,the Board of Directors of Natixis decided at its May 28, 2019 meeting to award 31,708 bonusshares to François Riahi, the Chief Executive Officer of Natixis, and 73,420 bonus shares to the members of the Natixis Senior Management Committee (excluding the Chief Executive Officer).These shareswill vest at the end of a vestingperiod that runs until May 27, 2023, inclusive, provided that a continued service requirement andperformance conditions are met. Bonus shares in holding period By virtue of the authorization granted by the Combined General Shareholders' Meeting of May 21, 2013, resolution seventeen, the Board of Directors decided at its February 18, 2015 meeting to award a total of 95,144 bonus shares to the members of the Natixis Senior Management Committee, including 27,321 shares awarded to the Chief Executive Officer, in respect of the 2015 Plan. The vesting period for theseshares expired onFebruary18, 2019. Consequently, in a decision made on February 18, 2019, by virtue of the authority granted to him by the Board of Directors, the Chief Executive Officer of Natixis acknowledgedthat the number of shares to be delivered came to 48,894 shares, which were existing shares previously acquired by the Company under its share buyback program. By virtue of the authorization granted by the Combined General Shareholders’Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its July 28, 2016 meeting to award a total of 3,081,642 bonus shares to certain employees of the Company and its subsidiaries in respect of the 2016 Plan. The vesting period for the lasttranche of this award expired onMarch 1, 2019. By virtue of the authorization granted by the Combined General Shareholders’Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its April 10, 2017 meeting to award 3,012,307 shares to certain employees of the Company and its subsidiaries in respect of the 2017 Plan. The vesting period for the first tranche of this award also expired onMarch 1, 2019.

Bonus shares in vesting period By virtue of the authorization granted by the Combined General Shareholders’Meetingof May 24,2016, resolution nineteen,the Board of Directors of Natixis decided at its July 28, 2016 meeting to award 151,283 bonus shares to the members of the Natixis Senior Management Committee, including 47,463 shares awarded to the Chief ExecutiveOfficer of Natixis. These shareswill vest at the end of a vestingperiod that runs until July 27,2020, inclusive,providedthat a continued service requirement and performance conditionsare met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty,the Board of Directors of Natixis decided at its April 10, 2017 meeting to award 3,012,307 bonusshares to the recipients designated by the Board of Directors. One tranche of these shares vested on March 1, 2019, and another tranchewill vest on March 1, 2020, provided that a continued service requirement and/or performance conditions are met (systematic performance conditions applicable to “regulated” categoriesof staff). By virtue of the authorization granted by the Combined General Shareholders’Meetingof May 24,2016, resolution nineteen,the Board of Directors of Natixis decided at its May 23, 2017 meeting to award 79,369 bonus shares to the members of the Natixis Senior Management Committee, including 29,911 shares awarded to the Chief ExecutiveOfficer of Natixis. These shareswill vest at the end of a vestingperiodthat runs until May 22,2021, inclusive,providedthat a continued service requirement and performance conditionsare met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty,the Board of Directors of Natixis decided at its April 13, 2018 meeting to award 3,389,678 bonusshares to the recipients designated by the Board of Directors, including 84,775 shares awarded to the Chief Executive Officer of Natixis. The shares will vest in tranches on March 1, 2020, March 1, 2021, April 12, 2021 and April 12, 2023, provided that a continuedservice requirementand performance conditionsare met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors of Natixis decided at its May 23, 2018 meeting to award 11,661 bonus shares, prorated to reflect the length of time served in office in 2018, to Laurent Mignon, the Chief Executive Officer of Natixis, and 58,024 bonus shares to the members of the Natixis Senior ManagementCommittee.These shareswill vest at the end of a vesting period that runs until May 22, 2022, inclusive, provided that a continued service requirement and performance conditionsare met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors of Natixis decided at its August 2, 2018 meeting to award 13,605 bonus shares to François Riahi, the Chief Executive Officer of Natixis since June 1, 2018. These shares will

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NATIXIS MEETING NOTICE 2020

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