NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Distribution of share capital and voting rights

Free share awards In accordancewith the provisionsof Articles L.225-197-1et seq. of the FrenchCommercialCode: the Natixis Board of Directors, at its meeting on February 22, a 2012 (by virtue of the authorization granted by the General Shareholders’Meeting of May 27, 2010, resolution eighteen), decidedto grant 6,119,373 freeshares to certainemployeesof Natixisand its subsidiaries; the Natixis Board of Directors, at its meeting on February 17, a 2013 (by virtue of the authorization granted by the General Shareholders’Meeting of May 27, 2010, resolution eighteen), decidedto grant 1,724,325 freeshares to certainemployeesof Natixisand its subsidiaries; the Natixis Board of Directors, at its meeting on November 6, a 2013 (by virtue of the authorization granted by the General Shareholders’Meetingof May 21,2013, resolution seventeen), decided to grant 90 free shares to the Chief ExecutiveOfficer of Natixis; the Natixis Board of Directors,at its meeting on July 31, 2014 a (by virtue of the authorization granted by the General Shareholders’Meetingof May 21,2013, resolution seventeen), decided to grant 31,955 performance shares to the Chief ExecutiveOfficerof Natixis; the Natixis Board of Directors, at its meeting on February 18, a 2015 (by virtue of the authorization granted by the General Shareholders’Meeting of May 21, 2013, resolution seventeen) decided to award 95,144 performanceshares to the members of the NatixisSeniorManagementCommittee; the Natixis Board of Directors,at its meeting on July 28, 2016 a (by virtue of the authorization granted by the General Shareholders’Meeting of May 24, 2016, resolution nineteen), decided to award 103,820 performance shares to the members of the Natixis Senior Management Committee and 47,463to the Chief ExecutiveOfficerof Natixis. At this same meeting, the Board of Directors (by virtue of the authorizationgranted by the Combined General Shareholders’ Meetingof May 24,2016, resolution twenty),decidedto award 2,995,377 free shares to employees eligible for the 2016 employee retention and performance recognition plan, and 86,265sharesto the Chief ExecutiveOfficerof Natixis; the Natixis Board of Directors,at its meetingon April 10, 2017 a (by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty),decided to award 3,012,307 freeshares to the recipientsdesignatedby the Boardof Directors; the Natixis Board of Directors,at its meeting on May 23, 2017 a (by virtue of the authorization granted by the General Shareholders’Meeting of May 24, 2016, resolution nineteen), decided to award 49,458 performanceshares to the members of the Natixis Senior Management Committee, and 29,911 sharesto the Chief ExecutiveOfficerof Natixis.

Issues of share capital reserved for employees of companies enrolled in the Natixis employee savings plans In the interestof aligningNatixis employeeswith the growth and earnings of Natixis over the long term, from 2013 to 2016 inclusive, the Natixis Board of Directors agreed on the principle of using the authorizationgranted by the General Shareholders’ Meeting to carry out a capital increase reserved for the employees of the Natixis Group, without their preferential subscription right under the Mauve employee share ownership plan. The Mauve plan is reserved for Companyemployeesincluded in the scope determinedby the Board of Directors and comprising Natixis S.A. and the subsidiaries of its Corporate & Investment Banking, Insurance and Asset & Wealth Management and SpecializedFinancial Services businessunits (excludingFinancial Investments)enrolled in the Natixis EmployeeSavings Plan and in the Natixis InternationalEmployeeSavings Plan. The scheme is also availableto the retirees and pre-retireesof the companies includedin this scope. As part of the Mauve plan, beneficiariesare able to subscribefor Natixis shares (or, for international beneficiaries, under an economically similar formula) on advantageous terms and with the benefitof employer-paidcontributionsin compliancewith the provisionsof existingplanswithinthe NatixisGroup. The amounts invested in the Mauve plan are locked up for a periodof five years. Barringcases of early unlockingapplicableto employeesavings plans in France, this number may be reduced outside of France based on local legislation and the formula proposed. At its meeting on November 7,2017, the Board of Directors of Natixis decided to use in 2018 the authorization to carry out a capital increase – without preferential subscription rights – reserved for members of employee savings plans that was granted by the Combined General Shareholders’ Meeting of May 23, 2017 (resolution twenty),for the launch of the Mauve 2018 employee share ownership plan with an overall par value ceiling of €50,000,000, representing a maximum of 31,250,000 shares.In order to implementthe Mauve 2018 plan, the Board of Directors invested the Chief ExecutiveOfficer with all the necessary powers, in particular to set the Subscription Price and the subscriptionperiodfor the sharesto be issued.

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Natixis Registration Document 2017