NATIXIS - Meeting notice combined general shareholder's meeting

DURATION This delegation will come into effect on JuneɄ1, 2019 and remain in force until JuneɄ30, 2022. LIMITS The total number of shares which will be awarded under this resolution cannot exceed 2.5% of the share capital of Natixis at the date of the Board of Directors’ decision to award the shares. Free share grants to Natixis Executive Officers under this resolution cannot exceed a sub- limit of 0.1% of the share capital of Natixis at the date of the Board of Directors’ decision to award the shares (it being noted that these sub- limits would be deducted from the above-mentioned limit). IMPLEMENTATION METHODS Shares will only be allocated permanently following a vesting period, the duration of which will be set by the Board of Directors and which cannot be less than one (1) year. The retention period of shares by their beneficiaries will be, where applicable, set by the Board of Directors, it being noted that, in line with the law, the cumulative duration of the vesting and retention periods cannot be less than two (2) years. It should be noted that this draft resolution addresses the allocation of performance shares to members of the Senior Management Committee with a view to reinforce the alignment over time with the shareholders' and directors' interests. It also enables the payment of a portion of the variable annual compensation in the form of a conditional and deferred allocation of performance shares pursuant to Article L.225-197-2 of the French Monetary and Financial Code in application of the relevant European regulation (“CRD IV”). The permanent allocation of all or part of the shares allocated to each beneficiary may be contingent on the achievement of one or several performance conditions, decided on by the Board of Directors, it being noted that for persons referred to in Article L.511-71 of the French Monetary and Financial Code including Natixis executive corporate officers, the existence of such performance conditions will be required in all events. Shares shall become fully vested and immediately transferable in the event that a beneficiary falling into the second or third categories laid down by Article L.341-4 of the French Social Security Code becomes incapacitated. This delegation of authority would expressly waive, in favour of the beneficiaries of share allocations, the shareholders' preferential subscription rights to shares that may be issued under this resolution and the corresponding waiver by shareholders in favour of the beneficiaries of said allocations of the part of the reserves, retained earnings, premiums or other items so incorporated, and, more generally, waives all the shareholders' rights to free shares (new or existing) that may be allocated pursuant to the present resolution. The Board of Directors will have full powers, with the right to sub-delegate said powers in accordance with applicable legislation and regulations, to put this resolution into effect and in particular to determine the identity of the beneficiaries, the number of shares that may be allocated to each of them as well the allocation conditions (e.g. duration of vesting and, where applicable, retention periods).

Resolution twenty-five (Delegation of authority to the Board of Directors to award free shares to employees and corporate officers of the Company and related companies, without preferential subscription rights) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors' special report, in accordance with Articles L.225-197-1 et seq. of the French Commercial Code: R authorizes the Board of Directors to award, in one or more instalments, in France or in foreign countries, new or existing free Company shares to beneficiaries in the categories it shall identify among the employees of the Company or its associates, in accordance with conditions set out in Article L.225-197-2 of the French Commercial Code, or to the corporate officers referred to in Article L.225-197-1 (II) of this same Code; R assigns the Board of Directors the task of identifying beneficiaries within the above-mentioned categories, the number of free shares that may be awarded to each of them, as well as the conditions and, where appropriate, the criteria for awarding these shares; resolves that: (i) the total number of existing or new free Natixis shares to be allocated cannot exceed 2.5% of the Company's share capital at the date on which the Board of Directors decided to allocate them, with the understanding that (a) this limit does not take into account any possible adjustments which may be made to preserve the rights of beneficiaries in the event of a transaction involving the Company’s share capital and (b) shares already allocated by the Board of Directors at this date will not be taken into consideration for the calculation of this limit, (ii) the total number of existing or new free Natixis shares to be allocated to executive corporate officers of the Company under this resolution cannot exceed 0.1% of the Company's share capital at the date on which the Board of Directors decided to allocate them (excluding any possible adjustments which may be made to preserve the rights of beneficiaries in the event of a transaction involving the Company’s share capital), with the understanding that this sub-limit would be deducted from the above-mentioned limit of 2.5% of the share capital; resolves that: (i) the allocation of shares to their beneficiaries under this resolution will be definitive at the end of a vesting period, the duration of which cannot be less than one year and will be set by the Board of Directors, (ii) the retention period of shares by their beneficiaries will be, where applicable, set by the Board of Directors, with the understanding that the cumulative duration of the vesting and retention periods cannot be less than two years, R R

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NATIXIS 2019 MEETING NOTICE