NATIXIS - Meeting notice combined general shareholder's meeting

REPORT OF THE BOARD OF DIRECTORS

Summary table on the financial resolutions submitted to the General Shareholders’ Meeting by your Board of Directors

Price or procedures for determining the price › Maximum purchase price of €10 per share (adjustable particularly in the case of a reverse share split)

Reasons for possible uses of the delegated power Specific ceiling

Other information for comments › Unusable authorization during public share offers › The Board of Directors ensures that buybacks are executed in accordance with prudential requirements, such as those established by regulation

N° Purpose Duration

24 Authorization to trade in shares of the Company

18months

Possible objectives for share buybacks by your Company: › Implementing option plans to buy shares of the Company or similar plans; › Awarding or transferring shares to employees › Awarding free shares to employees or directors; › Generally, honouring obligations related to stock option programs or other share allocations to employees or directors of the issuer or a related company; › Tendering shares upon exercising rights attached to securities granting rights to capital*; › Cancelling all or a portion of the securities bought back; › Tendering shares in connection with acquisitions, mergers, spin- offs or asset transfers; › Promoting the share in the secondary market or the liquidity of the Company's share through an investment services provider in connection with a liquidity contract; › Any other goal authorized or that may be authorized by law or regulations in effect. › Authorization granted to the Board of Directors to issue free shares to employees of Natixis and related companies or groups as well as to directors › Vesting period: 1 year minimum › Retention period: no minimum (but the vesting and retention periods combined must be at least two years)

› Your Companymay at no time hold a number of shares representingmore than 10% of its share capital adjusted by transactions affecting it subsequent to this General

Shareholders’ Meeting › The number of shares acquiredwith a view to

holding themor subsequently tendering them in connection with amerger, spin-off or contributionmay not exceed 5% of the share capital › For liquidity contracts, the 10% ceiling is calculated net of the number of shares resold during the authorization period › Overall amount allocated to the buyback program: approximately €3.1 billion

› Permanent allocation is contingent on satisfying one or more performance requirements for the persons referred to in Article L.511-71 of the French Monetary and Financial Code

25 Awarding

From June 1, 2019 to June 30, 2022

› Issue limited to 2.5% of the Company's share capital at the date onwhich the Board of Directors decided to allocate them › Sub-ceiling for executive corporate officers: 0.10% of the share capital

free shares to employees and directors

26

› May be used to reduce the capital of your Company

› Limited to 10% of the capital in a 24-month period

Cancellation of treasury shares

26months

27

› Overall Ceiling: one and a half billion › (1.5 bn) euros › Ceiling: one and a half billion (1.5bn) to be deducted from the Overall Ceiling* › Ceilings exclude any additional amounts issued in order to preserve the rights of holders of securities giving access to the capital*

› May be used by your Board of Directors to decide on these issues, on one or more occasions

› Price set by your Board of Directors

› May introduce over- subscription privileges*

Issue of shares and/or securities giving access to the Company's capital* and/ or securities granting a right to debt instruments with PSRs*

26months

› May issue (i) securities giving access to shares to be issued by a Subsidiary* and/or (ii) shares giving access to existing share capital or entitling holders to the allotment of the debt securities of a third party company

› Unusable authorization during public share offers

RESOLUTIONS

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NATIXIS 2019 MEETING NOTICE