NATIXIS - Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

◆ the issue price of shares issued directly will be at least equal to the minimum stipulated by the applicable regulations on the date of the issue (currently, the average weighted market price during the three trading days on the Euronext Paris regulated exchange prior to the date on which the subscription price for the capital increase is determined less, where applicable, a maximum discount of 5%), after, where applicable, any corrections to this average in the event of a difference in the effective dates, ◆ the issue price of securities giving access to shares to be issued by the Company and the number of shares to which the conversion, redemption or other transformation of each such security giving access to shares to be issued by the Company may give rise will be such that the amount immediately received by the Company together with any amount it may later receive is, for each share issued as a consequence of the issue of these securities, at least equal to the minimum subscription price as provided for in the previous paragraph; 11) Decides 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: ◆ 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, ◆ set the dates and terms of the capital increase, the nature, number and characteristics of the securities to be created; additionally, in the case of bonds or other debt securities, to decide whether they should be subordinated or not (and, if applicable, their level of subordination, in accordance with the provisions of ArticleǡL.228-97 of the French Commercial Code), set their interest rates (fixed or variable rate of interest, zero coupon or indexed) and provide for mandatory or optional cases for the suspension or non-payment of interest, fix their maturity (fixed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of their issue (including the granting of guarantees or security interests) and amortization (including redemption by delivery of assets of the Company); where applicable, these securities may carry warrants providing entitlement to the allotment, purchase or subscription of bonds or other debt securities, or provide for an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interest the payment of which may have been suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or remuneration or of other rights such as indexation or options possibilities); amend, during the term of the securities concerned, the terms referred to above, in compliance with applicable formalities, ◆ determine the procedure for paying up the shares or the securities giving 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 giving access to the share capital 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 canceling such securities or not, taking into account the applicable legal provisions, ◆ allow for the option of suspending the exercise of the rights attach ed to securities issued in accordance with the relevant laws and regulations, ◆ in the event of an issue of securities as consideration for securities contributed in connection with a public offer including an exchange component, establish a list of the securities contributed in exchange, establish the conditions for the issue, the exchange ratio as well as, where applicable, the amount of the cash adjustment to be paid without triggering the terms for setting the issue price set out in paragraph ten of this resolution and determine the terms and conditions of the issue whether in connection with a public exchange offer, an alternative takeover bid or tender offer or a public offer covering the acquisition or exchange of the relevant securities against settlement in securities or cash, or a principle takeover bid or tender offer combined with a subsidiary tender offer or takeover bid, or any other form of public offer in compliance with the applicable law and regulations of said public offer, ◆ at its sole discretion, apply the cost of capital increases against the related share premiums and deduct the amounts required for the legal reserve, ◆ make all adjustments as may be required as a result 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 reserves 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 the other terms on which any rights of holders of securities giving access to shares are to be preserved, ◆ duly record the completion of each capital increase and modify the bylaws accordingly, ◆ in general, enter into agreements to ensure the proposed issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; 12) Decides that this delegation of authority 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 fifteen by the Combined General Shareholders’ Meeting of Mayǡ23, 2017.

RESOLUTIONS

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NATIXIS 2019 MEETING NOTICE