NATIXIS - Meeting notice combined general shareholder's meeting

The total amount of compensation paid to the above-mentioned Natixis employees during the fiscal year ended December 31, 2018, which, due to the deferred payment of variable compensation and the system of deferred payment is not equal to the compensation awarded for fiscal year 2018, amounted to €181 million (excluding employer social security charges). This amount includes the fixed compensation paid in 2018, the variable compensation paid in 2018 for 2017, the variable compensation paid in 2018 for previous fiscal years (2015, 2016 and 2017) and the performance shares awarded in 2013, 2014 and 2016 and delivered in 2018. Resolution eleven (Overall budget for compensation paid to the employees referred to in ArticleǡL.511-71 of the French Monetary and Financial Code during the fiscal year ended Decemberǡ31,ǡ2018) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with ArticleǡL.511-73 of the French Monetary and Financial Code, hereby approves the overall budget for compensation of any kind in the amount of €181ǡmillion, paid during the fiscal year ended Decemberǡ31, 2018, to employees referred to in ArticleǡL.511-71 of the same Code. Ratification of the co-opting of three directors (resolutions twelve to fifteen) Resolutions twelve to fifteen propose that the shareholders ratify the co- opting as a Director of the Company of: › Laurent Mignon, which took place during the meeting of the Board on JuneɄ1, 2018, to replace François Pérol, who resigned, to serve out the remainder of his predecessor’s term of office, i.e. until the 2019 General Shareholders’ Meeting to approve the financial statements for the year ending DecemberɄ31, 2018. Laurent Mignon, 55 years old, is the President of the BPCE Management Board (see Laurent Mignon's résumé in ChapterɄ2 "Corporate Governance" sectionɄ2.2 of the 2018 Natixis registration document). › Nicole Etchegoïnberry, which took place during the meeting of the Board on DecemberɄ20, 2018, to replace Stéphanie Paix, who resigned, to serve out the remainder of her predecessor’s term of office, i.e. until the 2020 General Shareholders’ Meeting to approve the financial statements for the year ending DecemberɄ31, 2019. Nicole Etchegoïnberry, 62 years old, is the Chairwoman of the Caisse d’Epargne Loire-Centre Management Board (see Nicole Etchegoïnberry's résumé in ChapterɄ 2 "Corporate Governance"sectionɄ 2.2 of the 2018 Natixis registration document). › Christophe Pinault, which took place during the meeting of the Board on DecemberɄ20, 2018, to replace Alain Denizot, who resigned, to serve out the remainder of his predecessor’s term of office, i.e. until the 2019 General Shareholders’ Meeting to approve the financial statements for the year ending DecemberɄ31, 2018. Christophe Pinault, 57 years old, is the Chairman of the Caisse d’Epargne et de Prévoyance Bretagne Pays de Loire Management Board (see Christophe Pinault's résumé in ChapterɄ 2 "Corporate Governance"sectionɄ2.2 of the 2018 Natixis registration document). › Diane de Saint Victor, which took place during the meeting of the Board on April 4, 2018, to replace Henri Proglio, who resigned, to serve out the remainder of her predecessor’s term of office, i.e. until the 2019 General Shareholders’ Meeting to approve the financial statements for the year ending December 31, 2018. Diane de Saint Victor, 64 years old, is General Counsel, Company Secretary & Member of the Executive Committee of ABB ASEA Brown Boveri in Switzerland.

c) TheChiefExecutiveOfficeriseligibletoreceiveperformancesharesunder the long-term compensation plans for members of the Natixis Senior Management Committee. The vesting of these shares is contingent upon continued service and the achievement of performance conditions. The total of annual variable compensation and performance shares in favour of the Chief Executive Officer during the fiscal year cannot exceed twice his fixed compensation. d) The Chief Executive Officer also receives social protection benefits whose terms are identical to those applicable to Natixis’ employees or implemented by BPCE Group for its executive officers. Resolution nine (Approval of the principles and criteria forǡdetermining, distributing and granting theǡfixed, variable and non- recurring items constituting the total compensation and benefits of any kind ofǡthe Chairman of the Board of Directors for the 2019 fiscal year, pursuant to ArticleǡL.225- 37-2 of the French Commercial Code) The General Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for ordinary business, pursuant to ArticleǡL.225-37-2 of the French Commercial Code, hereby approves the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairman of the Board of Directors, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapterǡ2, Sectionǡ2.4 and Chapterǡ7, Sectionǡ7.6.1. Resolution ten (Approval of the principles and criteria forǡdetermining, distributing and granting theǡfixed, variable and non- recurring items constituting the total compensation and benefits of any kind ofǡthe Chief Executive Officer for the 2019 fiscal year, pursuant to ArticleǡL.225-37-2 of the French Commercial Code) The General Shareholders’ Meeting, deliberating pursuant to the quorum andmajority requirements for ordinary business, pursuant to ArticleǡL.225-37-2 of the French Commercial Code, hereby approves the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chief Executive Officer, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapterǡ2, Sectionǡ2.4 and Chapterǡ7, Sectionǡ7.6.1. 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, 2018 (resolution eleven) In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution eleven is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code during fiscal year 2018. 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 Order of November 3, 2014, and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard published on December 16, 2013, and approved by the European Commission in Commission Delegated regulation (EU) No. 604/2014 of March 4, 2014.

* Terms followed by an asterisk are defined in the glossary below.

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NATIXIS 2019 MEETING NOTICE

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