NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS’ MEETING AND DRAFT RESOLUTIONS

The purposeof this report is to presentthe draft resolutions submitted by your Board of Directors to your General Shareholders’Meeting. You may refer to the 2019 universal registration document for an overview of the financial condition, activity and results of Natixis and its group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixiswebsite: www.natixis.com ). Nineteen resolutions will be submitted to the shareholders at the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 20, 2020 at PalaisBrongniart, 25 place de la Bourse — 75002 Paris. These resolutionscan be categorizedinto two groups: the first sixteen resolutions (resolutions one to sixteen) require V the approval of the Ordinary General Shareholders’ Meeting and relate to: (i) approval of the financial statements and appropriation of earnings; (ii) approval of related-party agreements; (iii) approval of the disclosures referred to in Article L.225-37-3(I)of the French Commercial Code; (iv) approval of the items constituting the total compensationand benefits of any kind paid during fiscal year 2019 or granted in respect of the same fiscal year to the Chairman of the Board and the Chief Executive Officer, (v) approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors; (vi) the overall budget for compensation paid during 2019 to the employees referred to in Article L.511-71of the French Monetary and Financial Code; (vii) ratification of the co-opting of a director; (viii) the reappointment of three (3) directors, and (ix) the tradingby the Companyin its own shares; the following three resolutions (resolutions seventeen to nineteen) V require the approval of the Extraordinary General Shareholders’ Meeting and concern (i) amendmentsto bylaws to bring them into line with legislative and regulatory provisions, and (ii) authority to complete the formalities related to this Combined General Shareholders’ Meeting. Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to sixteen) Approval of the financial statements for fiscal year 2019 (resolutions one and two) In resolutions one and two, the General Shareholders’ Meeting is asked to approve the 2019 Natixis parent company and consolidated financial statements, respectively. Detailed notes to the parent company and consolidated financial statements are provided in the 2019 Natixis universal registration document.

Resolution one: Approval of the 2019 parent company financial statements The General Shareholders’Meeting, deliberatingin accordance withthe quorumandmajorityrequirements for ordinarybusiness, having reviewed the managementreport and the report of the StatutoryAuditors on the parent companyfinancial statements for the fiscalyear endedon December 31,2019,herebyapproves saidparentcompanyfinancialstatementsas presented,including the balancesheet, income statementand notes to the financial statements,as wellas thetransactions reflectedin thesefinancial statementsor summarized in these reports. Resolution two: Approval of the 2019 consolidated financial statements The General Shareholders’Meeting, deliberatingin accordance withthe quorumandmajorityrequirements for ordinarybusiness, having reviewed the managementreport and the report of the StatutoryAuditorson the consolidatedfinancialstatementsfor the fiscal year ended on December 31,2019, hereby approves saidconsolidated financialstatementsas presented, including the balance sheet, income statement and notes to the financial statements,aswellas thetransactions reflectedin thesefinancial statementsor summarized in these reports. Resolution three covers the appropriation of the corporate earnings of Natixis: allocation of distributable earnings in totality to "retained earnings". As of December 31, 2019, the Natixis corporate accounts show a positive net result of €2,242,111,898.15.Taking into account the carry forward of €1,008,081,398.50, and the legal reserve fully endowed (this legal reserve being greater than 10% of the share capital), distributable earnings amounts to €3,250,193,296.65. Given the economic context linked to the Covid-19 epidemic and in accordance with the recommendations made by the European Central Bank (ECB) on March 27, 2020 concerning the distributionof dividends, the third resolution proposes to allocate distributable earnings in totality to “retained earnings”, the amount of which after allocation would amountto €3,250,193,296.65. In accordance with legal provisions, the following dividends were distributedfor the three fiscalyears prior to fiscal year2019: Appropriation of 2019 earnings (resolution three)

Dividend per share (in euros)

Number of shares on which a dividend was paid

TOTAL (in euros)

Fiscal year

2016 2017 2018

3,137,074,580 3,137,360,238 3,150,288,592

0.35 0.37 0.78

1,097,976,103.00 1,160,823,288.06 2,457,225,101.76

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NATIXIS MEETING NOTICE 2020