NATIXIS - Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

Reduction in share capital by cancelling treasury shares (resolution twenty-six) Resolution twenty-six asks the Extraordinary General Shareholders' Meeting to renew for a period of 26 months the authorization granted to the Board of Directors to cancel, through a reduction in share capital, all or part of the treasury shares held by Natixis or acquired under the authorization granted by the Ordinary General Shareholders' Meeting, up to 10% of the total share capital over each 24 month period. This authorization cancels and replaces the unused portion of any earlier authorizations to the same effect (see below the summary table on the financial resolutions submitted to the shareholders). Resolution twenty-six (Delegation to be granted to the Board of Directors to reduce share capital by cancelling treasury shares) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the Board of Directors' report and the special report of the Statutory Auditors, hereby authorizes the Board of Directors to reduce share capital, on one or more occasions, in the proportions and at the time of its choosing, by cancelling any number of treasury shares, up to the maximum permitted by law, and in accordance with the provisions of Articles L.225-209 et seq. and Article L.225-213 of the French Commercial Code. The capital reduction may not involve more than ten percent (10%) of the Company’s share capital in any given twenty four-month period. This upper limit applies to the share capital of the Company after any adjustment that may be made to reflect the impact of capital transactions that are carried out after the date of this General Shareholders' Meeting. The General Shareholders’ Meeting hereby fully empowers the Board of Directors to cancel shares and reduce the share capital as per the terms of this authorization, and accordingly amend the bylaws and complete all related formalities. This authorization is granted for a period of twenty-six (26) months from this meeting. It voids from this day, as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution thirteen by the Combined General Shareholders' Meeting of May 23, 2017. Renewal of financial authorizations and delegations (resolutions twenty-seven to thirty-three) The Board of Directors was granted financial authorizations and delegations in 2017 which expire during the 2019 fiscal year. The Extraordinary General Shareholders' Meeting is thus asked to renew these financial authorizations and delegations which are all aimed at entrusting the financial management of your Company to your Board of Directors by allowing it, in particular, to carry out capital increases under the methods and for the reasons set out below and in the summary table that follows. The aim of these financial authorizations and delegations is to provide your Board of Directors, over a period of 26 months from this Extraordinary General Shareholders' Meeting, flexibility in choosing from a range of types of issue, and to enable the Board—at the appropriate time—to adapt the nature of the financial instruments issued in light of conditions in the French or international financial markets and of the opportunities available in those markets.

(iii) 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, shares will become fully vested and immediately transferable; R resolves that the vesting of free shares granted under this resolution may be contingent on the achievement of one or several performance conditions, decided on by the Board of Directors, with the understanding 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; R acknowledges and resolves that this delegation of authority expressly waives, in favour of the beneficiaries of share allocations, The General 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 portion of the reserves, retained earnings, premiums or other items so incorporated, and, more generally, waives all The General Shareholders’” rights to free shares (new or existing) that may be allocated pursuant to this resolution; R delegates full powers to the Board of Directors, with the right to sub-delegate said powers under the terms set out by law, to implement this delegation of authority in particular to: (i) set the conditions and, where applicable, the criteria for the allocation of shares, (ii) determine (a) the identity of beneficiaries, the number of shares allocated to each of them and (b) the conditions for the allocation of said shares, (iii) in accordance with the law, set the number of allocated free shares that executive corporate officers must retain in registered form for as long as they remain in office, (iv) resolve, based on such rules as it shall determine, to make the adjustments necessary to take into account the impact of corporate actions on the Company's share capital and, in particular, set the conditions under which the number of shares awarded will be adjusted, and (v) enter into any agreements, prepare all documents, duly record the completion of capital increases carried out under this delegation of authority subsequent to the vesting of shares awarded and, where appropriate, to amend the bylaws, complete all acts, formalities and declarations required by any and all bodies and, in general, do all that is necessary. This authorization comes into effect on June 1, 2019, from which date any unused part of any prior delegation with the same purpose shall be void. This authorization shall remain valid until Juneǡ30,ǡ2022.

RESOLUTIONS

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NATIXIS 2019 MEETING NOTICE