NATIXIS - 2020 Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS

Resolutions requiring the approval of the Extraordinary General Shareholders’ Meeting (resolutions seventeen to nineteen) Amendment of the bylaws (resolutions seventeen and eighteen) Resolutions seventeen to eighteen ask the shareholders to amend the Company’s bylawsas follows: resolution seventeen concerns the amendment of Article 12 of the V bylaws relating to the powers of the Board of Directors in order to bring it into line with the new wording of Article L. 225-35, paragraph 1 of the French Commercial Code (as amended by French Law No. 2019-486of May 22, 2019 on businessgrowth and transformation). It would clarify that the Board of Directors determines the guidelines of the Company’s activities and ensures their implementation,in accordancewith its corporate interest and taking the social and environmental issues associated with its activity intoaccount; resolution eighteen concerns the amendment of Articles 13, 14, 22 V and 29 of the bylaws: amendmentof Articles 13“Compensationof the members of the V Board of Directors” and 29 “Prerogatives” of the Company’s bylaws to reflect the new wording of Article L. 225-45 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growth and transformation) by replacing the term “directors’ fees” with “compensation”, amendment of Article 14 “Senior Management procedures” of V the Company’sbylaws updating the wording thereof by removing the reference to the Company’s first Board meeting held immediately after the Combined General Shareholders’ Meeting of April 30, 2009, amendment of Article 22 “Admission to General V Shareholders’ Meetings — Powers” of the Company’s bylaws removingthe referenceto Article 1316-4of the French Civil Code, which has now beenrepealed. Resolution seventeen: Amendment of Article 12 of the bylaws relating to the powers of the Board of Directors TheGeneralShareholders’Meeting,deliberating in accordancewith the quorumand majorityrequirements for extraordinarybusiness, hereby resolves to amend Article 12 “Powers of the Board of Directors”of theCompany’sbylawsto bringit intolinewiththenew wordingof Article L.225-35,paragraph 1 of theFrenchCommercial Code (as amendedby FrenchLaw No. 2019-486of May 22,2019 on business growth and transformation):

Resolution eighteen: Harmonization of Articles 13 and 29 of the bylaws with new legislative provisions and updating of Articles 14 and 22 of the bylaws The General Shareholders’Meeting, deliberatingin accordance with the quorum and majority requirements for extraordinary business, hereby resolves: to amend as follows Articles 13 “Compensation of the V membersof the Board of Directors”and 29 “Prerogatives”of the Company’s bylaws to reflect the new wording of Article L. 225-45 of the French Commercial Code (as amended by French Law No. 2019-486 of May 22, 2019 on business growthand transformation):

Previous wording

Newwording

Article 13 — Remuneration of the members of the Board of Directors The General Shareholders’ Meeting may grant the directors a fixed annual sum as compensation for their activities. Directors’ fees may be allocated to the Board of Directors by the Shareholders’ Meeting. The Board of Directors distributes them such sum freely among its members. […] Article 29 — Prerogatives The ordinary meeting of the shareholders, which must be held annually, listens to a reading of the report on the company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations. It discusses, approves, rejects or adjusts the accounts and determines the profit to be distributed. It appoints the Directors, the non-voting members and the Statutory Auditors. It determines the amount of the directors’ fees to be allocated to the members of the Board of Directors. It votes on all proposals on the Agenda.

Article 13 — Remuneration of the members of the Board of Directors Directors’ fees may be allocated to the Board of Directors by the Shareholders’ Meeting. The Board distributes them freely among its members. […]

The rest of Article 13 remains unchanged. Article 29 — Prerogatives The ordinary meeting of the shareholders, which must be held

annually, listens to a reading of the report on the company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations. It discusses, approves, rejects

or adjusts the accounts and determines the profit to be distributed. It appoints the Directors, the non-voting members and the Statutory Auditors. It determines the amount of the directors’ fees to be allocated to the members of the Board of Directors. It votes on all proposals on the Agenda.

RESOLUTIONS

Previous wording

Newwording

Article 12 — Powers of the Board of Directors 12.1 The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof, in accordance with its corporate interest, taking into account the social and environmental issues associated with its activity. […]

Article 12 — Powers of the Board of Directors 12.1 The Board of Directors determines the orientations of the Company’s activity and sees to the implementation thereof. […]

The rest of Article 12 (in particular the rest of Article 12.1 and Articles 12.2 and 12.3)remains unchanged.

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NATIXIS MEETING NOTICE 2020