NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

Under the Mauve plan, beneficiaries are able to subscribe for Natixis shares (or for a similar alternative if they are international beneficiaries) on advantageous terms and with the benefit of employer-paid contributions in compliance with the provisions of existingplans within Natixis. Amounts invested in the Mauve plan are locked up for a period of five years, barring cases of early release applicable to employee savings plans in France. This time period may be reduced outside of France based on local legislationand thealternativeproposed. In order to align the interests of Natixis employees with the growth and earnings of Natixis over the long term, the Board of Directors of Natixis agreed to use the authorization granted by the General Shareholders’Meeting to carry out a capital increase reserved for the employees of Natixis, without their preferential subscription right under the Mauve employee share ownership plan, for the years 2013 to 2016 inclusive and again in 2018. In a resolution dated May 28, 2019, the Combined General Shareholders’ Meeting renewed the authorization granted to the Board of Directors to decide whether to increase share capital, in one or more stages, up to a maximumof fifty (50) million euros, through the issue of shares or securities giving access to share capital reserved for members of employee savings plans. It also established that the delegation of authority to issue shares would remain valid for a periodof 26 months from the date of said Meeting, Natixis’ Board of Directors did not use this delegation of authority in 2019.

Consequently, in a decision made on March 1, 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 issued to the beneficiaries of the 2016 Plan came to 1,842,126 newshares and that the number of shares to be issued to the beneficiariesof the 2017 Plancame to 947,764 new shares. The Chief Executive Officer thus acknowledged capital increases by capitalization of reserves in the amount of €2,947,401.60 via the issue of 1,842,126 new shares with a par value of €1.60 in respect of the 2016 Plan and in the amount of €1,516,422.40 via the issue of 947,764 new shares with a par value of €1.60 in respect of the 2017 Plan, thereby increasing the Company’s share capital from €5,040,461,747.20to €5,044,925,571.20.

Mauve employee share ownership plan

The Mauve plan is reserved for employees of companies included in the scope determined by the Board of Directors, which comprises Natixis S.A. and the subsidiaries and branches of its Asset & Wealth Management, Corporate & Investment Banking, Insurance and Specialized Financial Services divisions (excluding Financial Investments),who are enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope.

RESOLUTIONS

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NATIXIS MEETING NOTICE 2020