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 › Your Board of Directors will review the independent appraisers' report which focuses on the value of contributions

Reasons for possible uses of the delegated power Specific ceiling

Other information for comments › As stipulated by law, this delegation of authority cannot apply to a consideration provided in connection with a public exchange offer initiated by your Company (see resolution twenty-seven) › Unusable authorization during public share offers

N° Purpose Duration

30 Issue of shares or securities giving access to share capital*

› 10% of the capital, adjusted for any transactions on the share capital subsequent to this General Shareholders' Meeting › Included in the ceiling set out in resolution twenty-eight and in 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 to carry out any merger and acquisition transactions

26months

as remuneration for contributions in kind involving securities

of unlisted companies

31 Incorporation of premiums,

› Unusable authorization during public share offers

› Overall Ceiling: one and a half billion › (1.5 bn) euros › Ceiling to be deducted from the Overall Ceiling*

› May be used to incorporate reserves, retained earnings or other items in the share capital, in order to increase the capital without any need to introduce new capital › May be used to relaunch a capital increase at the same price as that set for the initial transaction in the event of over- subscription (“Greenshoe” clause)

› Determination by your Board of Directors of the amounts to be incorporated and of the amount of new share capital and/or the new par value of existing share capital › At the same price as that set for the initial transaction

26months

reserves, retained earnings or other items

32 Increase in the number of securities

› For each issue, ceiling equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue) › Included in the ceiling for the initial issue and in the Overall Ceiling*

26months

to be issued in the event of a capital increase with or without PSRs*

33 Issue of shares or securities

› Ceiling: fifty (50) million euros › Ceiling to be deducted from the Overall Ceiling*

› Price set by your Board of Directors equal to the average of the prices listed on the market during the 20 trading sessions preceding the decision setting the date for the opening of subscription, less the maximum discount set out by law.

› Can be used to develop employee shareholding in France and abroad

26months

giving access to capital reserved for members of employee savings plans with preferential

subscription rights (PSR)* waived

RESOLUTIONS

79

NATIXIS 2019 MEETING NOTICE

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