NATIXIS - Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

◆ decide on a capital increase and determine the securities to be issued, ◆ decide on the amount of the capital increase, the issue price as well as the amount of any premium that may be required on issuance, ◆ determine the dates and terms of the capital increase and the nature, number and characteristics of the securities to be created; decide, in the case of bonds or other debt securities, whether or not they are subordinated (and, where appropriate, their tier of subordination, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (including fixed or variable interest rates or zero coupon or indexed) and enumerate, where appropriate, mandatory or optional cases of suspension or non-payment of interest, state whether they are for a fixed or indefinite term, whether the nominal value of the securities can be reduced or increased and the other terms of the issue (including the granting of guarantees or securities) and amortisation (including repayment by delivery of assets of the Company); if necessary, such securities may be accompanied by warrants giving rights to the awarding, acquisition or subscription of bonds or other debt securities, or provide the Company with the option of issuing debt securities (fungible or non-fungible) as payment of interest whose payment was suspended by the Company, or in the form of complex bonds as defined by the stock exchange authorities (e.g. due to their terms of repayment or compensation or other rights such as indexing, option rights); change, throughout the life of the securities concerned, the terms referred to above, in accordance with applicable procedures, ◆ determine the procedure for paying up the shares or the securities providing access to shares to be issued immediately or in the future, ◆ set terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including by delivery of Company assets such as treasury shares or securities already issued by the Company) attached to the shares or securities providing access to the capital of the Company and, in particular, set the date, which may be retrospective, from which the new shares will rank for dividend, and all other terms and conditions for the completion of the capital increase, ◆ set terms under which the Company may buy back or exchange on the market, at any time or during specific time periods, the securities issued or to be issued immediately or in the future, with the view to cancelling such securities or not, taking into account the applicable legal provisions, ◆ allow for the option of suspending the exercise of the rights attached to such securities in compliance with the relevant laws and regulations, ◆ at its sole discretion, apply the cost of the capital increase against the related share premiums and deduct the amounts required for the legal reserve, ◆ determine and make all adjustments as may be required to recognize the impact of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of dividends, reserves or premiums or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set all other terms on which any rights of holders of securities providing access to the capital of the Company are to be maintained (including through cash adjustments), ◆ duly record the completion of each capital increase and modify the bylaws accordingly,

◆ the par value ceiling on capital increases that may be carried out immediately or in the future under this delegation of authority is set at one and a half billion (1.5 billion) euros, ◆ the overall par value ceiling on capital increases that may be carried out immediately or in the future under this delegation of authority or those granted under resolutions twenty-eight, twenty- nine, thirty, thirty-one, thirty-two and thirty-three submitted for the approval of this General Shareholders’ Meeting is set at one and a half (1.5 billion) euros, ◆ where applicable, the par value of additional shares that may be issued, in the event of new financial transactions, to maintain the rights of bearers of securities providing access to the capital of the Company, will be added to the limits set above; 4) Establishes the effective period of the authorization provided in this resolution at twenty-six (26) months from this General Shareholders' Meeting; 5) In the event that the Board of Directors uses this delegation: ◆ resolves that preferential subscription rights to the issue(s) shall be reserved for shareholders who might subscribe to shares in proportion to the number of existing shares they hold at that time, ◆ acknowledges that the Board of Directors may introduce over- subscription privileges, ◆ acknowledges that this delegation of authority unconditionally and expressly waives, in favour of the holders of securities issued providing access to the capital of the Company, The General Shareholders’' preferential subscription rights in respect of the shares to which said securities will give entitlement immediately or at some future date, ◆ acknowledges that if the share issued is a security that is not a security providing access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital, the Company’s shareholders have no rights to subscribe to securities issued in this context, ◆ acknowledges that, pursuant to Article L.225-134 of the French Commercial Code, if shares purchased under preferential subscription rights and over-subscription privileges do not account for all shares issued under the capital increase, the Board of Directors may exercise, under the terms prescribed by law and in the order it chooses, one of the following options: – limit the capital increase to the amount subscribed for on condition that such amount is equal to at least three-quarters of the planned capital increase, – freely distribute all or part of the shares or, in the case of securities providing access to the share capital, those securities that were to be issued but have not been subscribed for, – make a public offering on the French market or internationally of all or part of the shares or (in the case of securities providing access to the share capital) the unsubscribed securities, ◆ resolves that Company stock warrants may also be freely awarded to existing shareholders, with the understanding that the Board of Directors will have the power to decide that fractional shares shall not be traded and that the corresponding securities will be sold; 6) Resolves that the Board of Directors cannot, unless previously authorized by the General Shareholders’ Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the Company’s shares. This prohibition will stand until the public tender offer period ends; 7 ) Resolves that the Board of Directors will have all necessary powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to:

RESOLUTIONS

69

NATIXIS 2019 MEETING NOTICE