NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION General information on Natixis’ capital

General information on Natixis’ capital 7.2

FORM AND TRANSFER OF SHARES 7.2.1 (CHAPTER II, ARTICLE 4 OF THE BYLAWS) Shares in the Company may either be registered shares or identifiablebearershares,at the shareholder’sdiscretion. They are registered in share accounts and are transferred accordingto the terms providedfor by law and regulations.

decide to increase the share capital reserved for members of a an employee savings plan, up to the par value limit of fifty (50) millioneuros. These capital increaseswill be applied against the amount of the overallceilingdescribedabove. The Combined General Shareholders’Meeting of May 24, 2016 (resolutions nineteen and twenty) authorized the Board of Directors, for a 38-month period, to carry out one or more free share awards to the employees and directors of Natixis and its affiliatesunder the followingconditions: award of free shares in connection with the Long Term a IncentivePlan (LTIP): award limited to 0.2% of the Company’s share capital at the date of the Board of Directors’decision to award the shares, with a sub-ceiling of 0.3% of the share capital for executivecorporateofficers.Permanentallocationis contingenton satisfyinga performancerequirement; award of free shares for the payment of a portion of annual a variable compensation: award limited to 2.5% of the Company’sshare capital at the date of the Board of Directors’ decisionto award the shares,with a sub-ceilingof 0.1%of the capital for executivecorporateofficers.Permanentallocationis contingent on satisfying one or more performance requirementsfor the persons referred to in Article L.511-71of the FrenchMonetaryand FinancialCode. This authorization replaces the authorization granted by the CombinedGeneralShareholders’Meetingof May 21,2013. Report of the Board of Directors on the use of capital increase authorizations Free shares in vesting period The Board of Directors of Natixis, at its meeting on July 31, a 2014, by virtue of the authorization granted by the General Shareholders’Meeting of May 21, 2013, resolution seventeen, resolvedto award 31,955free performanceshares to the Chief ExecutiveOfficer of Natixis. These shares will vest at the end of a vesting period that runs until July 31, 2018, inclusive, contingent upon the meeting of presence and performance criteria. The Board of Directors of Natixis, at its meeting on a February 18,2015, by virtueof the authorizationgrantedby the General Shareholders’ Meeting of May 21, 2013, resolution seventeen, resolved to award 95,144 free performance shares to the members of the Senior Management Committee, of which 27,321 to the Chief ExecutiveOfficer of Natixis. These shares will vest at the end of a vesting period that runs until February 17,2019, inclusive, contingent upon the meeting of presence and performance criteria. The Board of Directors of Natixis, at its meeting on July 28, a 2016, by virtue of the authorization granted by the General Shareholders’ Meeting of May 24, 2016, resolution nineteen, decided to award 151,283 free performance shares to the members of the Natixis Senior Management Committee, of which 47,463 to the Chief ExecutiveOfficer of Natixis. These shares will vest at the end of a vesting period that runs until July 27, 2020, inclusive, contingent upon the meeting of presenceand performancecriteria.

SHARE CAPITAL 7.2.2

The share capital was set at €5,021,289,259.20 onMarch 1, 2018, divided into 3,138,305,787 fullypaid-up shares of €1.60 each.

AUTHORIZED BUT UNISSUED 7.2.3 CAPITAL – CAPITAL INCREASE AUTHORIZATIONS The CombinedGeneral Shareholders’Meeting of May 23, 2017, granted the Board of Directors financial authorization for a 26-month period to carry out capital increases with retention or cancellation of preferential subscription rights (these authorizationsreplaced those granted by the CombinedGeneral Shareholders’Meetingof May 19,2015). The Combined General Shareholders’ Meeting resolved that these capital increases, which may not exceed an overall par value ceiling of one and a half (1.5) billion euros, divided into a par value ceiling of €1.5 billion for capital increases with preferential subscription rights and a par value ceiling of €500 million for capital increases without preferential subscription rights, could be carried out either through issuing shares or through issuing securities that give access to share capital, specifically in the form of financial instruments representingdebt securities. This same meeting resolved in particular that under certain circumstances,the Boardof Directorsmay: decide to increase capital without preferential subscription a rights through an offer as set out in Article L.411-2(II)of the FrenchMonetaryand FinancialCode (privateplacement); decide to increase capital with waiving of preferential a subscriptionrightswith a view to remuneratingcontributionsin kind granted to the Company, within the limit of 10% of the share capitalat the time of the issue; decide to increase capital via the incorporation of premiums, a reserves,retainedearningsor other items; decide to increase the number of securities to be issued, a within the legal limits, in the event of capital increaseswith or withoutpreferentialsubscriptionrights;

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Natixis Registration Document 2017