NATIXIS - Meeting notice combined general shareholder's meeting


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


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


› 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



› 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*


› 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




Made with FlippingBook - Online Brochure Maker