NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS

Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2019 (resolution eleven) In accordancewith the provisions of Article L.511-73of the French Monetary and Financial Code, the purpose of resolution eleven is to consult with shareholdersat the General Shareholders’Meetingabout the overallbudgetfor compensationpaid to Natixisemployeesreferred to inArticle L.511-71 of thesame Code during fiscalyear 2019. The definition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, known as CRD IV, and the FrenchMinisterialOrder of November 3,2014, and is determinedaccordingto criteriaset by the EuropeanBankingAuthority (EBA) in its regulatory technical standard published on December 16, 2013, and approved by the European Commission in Commission DelegatedRegulation(EU) No. 604/2014of March 4,2014. Total compensationpaid to the above-mentionedNatixis employees during the fiscal year ended December 31,2019, came to €180 million (excluding employer social security charges). Since variable compensation is paidoutin tranchesforseveralyearsafterit is awarded, this amountis not the same as the amountof compensationawarded for fiscalyear 2019.Totalcompensationpaid in 2019 includesthe fixed compensationpaid in 2019,the variablecompensationpaid in 2019 for previous fiscal years (2016, 2017 and 2018) and the bonus shares awardedin 2015, 2016 and 2017 anddelivered in2019. Resolution eleven: Overall budget for compensation paid to the employees referred to in Article L. 511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2019 The General Shareholders’Meeting, deliberatingin accordance withthequorumandmajorityrequirements for ordinarybusiness, consultedpursuantto Article L.511-73 of the FrenchMonetary and Financial Code, hereby approves the overall budget for compensationof any kind in the amount of €180 million,paid during the fiscal year ended December 31,2019, to employees referred to inArticle L.511-71 of the same Code. Ratification of the co-opting of a director (resolution twelve) Resolutions twelve proposes that the shareholders ratify the co-optingas a director of the Company of: DominiqueDuband,which took place during the meetingof the Board on February 6, 2020, to replace Françoise Lemalle, who resigned, to serve out the remainder of his predecessor’sterm of office, i.e. until the 2022 General Shareholders’Meeting held to approve the financial statements forthe year endingDecember 31,2021. DominiqueDuband is 61 yearsold and serves as the Chairmanof the Steeringand SupervisoryBoard of Caissed’EpargneGrand Est Europe (see DominiqueDuband’srésumé in Chapter2 “CorporateGovernance,” Section 2.2of the 2019 Natixis universal registration document) . Resolution twelve: Ratification of the co-opting of Dominique Duband as a director The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business, hereby ratifies the co-opting by the Board of

Directors at its meeting on February 6, 2020, of Dominique Duband as a director to replace Françoise Lemalle, who resigned, for the remainder of her term of office, i.e. until the adjournment of the 2022 General Shareholders’ Meeting held to approve the financial statements for the year ending December 31,2021.

Reappointment of three directors (resolutions thirteen to fifteen)

In resolutions thirteen to fifteen, shareholdersare asked to reappoint the following three directors, whose terms of office expire at the end of this General Shareholders’ Meeting: AlainCondaminas, ChiefExecutiveOfficerof BanquePopulaireOccitane V (see AlainCondaminas’ résuméin Chapter2 “CorporateGovernance”— Section 2.2 of the 2019 Natixis universal registration document) ; Nicole Etchegoïnberry, Chairwoman of the Caisse d’Epargne V Loire-Centre Management Board (see Nicole Etchegoïnberry’s résumé in Chapter 2 “Corporate Governance” — Section 2.2 of the 2019 Natixis universal registrationdocum ent); SylvieGarcelon,ChiefExecutiveOfficerof CASDENBanquePopulaire V (see Sylvie Garcelon’srésuméin Chapter2 “CorporateGovernance”— Section 2.2of the 2019 Natixis universal registration document) . The directorswill be reappointedfor a term of four (4) years, i.e. until the end of the Ordinary General Shareholders’ Meeting convened in 2024 to approve the financial statements for the fiscal year ending December 31,2023. The Appointment Committee approved the reappointment of the above-mentioned directors. Resolution thirteen: Reappointment of Alain Condaminas as a director The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business, hereby resolves to reappoint Alain Condaminasas a director, for a period of four (4) years ending with the adjournment of the 2024 General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31,2023. Resolution fourteen: Reappointment of Nicole Etchegoïnberry as a director The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business, hereby resolves to reappoint Alain Condaminasas a director, for a period of four (4) years ending with the adjournment of the 2024 General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31,2023.

Resolution fifteen: Reappointment of Sylvie Garcelon as a director

The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for ordinary business, hereby resolves to reappoint Sylvie Garcelon as a director, for a period of four (4) years ending with the adjournment of the 2024 General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31,2023.

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NATIXIS MEETING NOTICE 2020

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