NATIXIS_SHARHOLDERS_MEETING_2018

REPORT OF THE BOARD OF DIRECTORS ON THE USE OF CAPITAL INCREASE AUTHORIZATION IN 2017

REPORT OF THE BOARD OF DIRECTORS ON THE USE OF CAPITAL INCREASE AUTHORIZATION IN 2017

performance requirements for the persons referred to in Article L.511-71 of the French Monetary and Financial Code. This authorization replaces the authorization granted by the Combined General Shareholders’ Meeting of 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, 2014, by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen, resolved to award 31,955 free performance shares to the Chief Executive Officer 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 February 18, 2015, by virtue of the authorization granted by 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 Executive Officer 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, 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 Executive Officer 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 presence and performance criteria. › The Board of Directors of Natixis, at its meeting on July 28, 2016, by virtue of the authorization granted by the General Shareholders’ Meeting of May 24, 2016, resolution twenty, decided to award 3,081,642 free shares to the recipients designated by the Board of Directors. These shares will be permanently vested in part on March 1, 2018, and in part on March 1, 2019, subject to presence and/or performance conditions (systematic performance conditions applicable to “regulated” categories of staff). › The Board of Directors of Natixis, at its meeting on April 10, 2017, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, decided to award 3,012,307 free shares to the recipients designated by the Board of Directors. These shares will be permanently vested in part on March 1, 2019, and in part on March 1, 2020, subject to presence and/or performance conditions (systematic performance conditions applicable to “regulated” categories of staff).

AUTHORIZED BUT UNISSUED CAPITAL – CAPITAL INCREASE AUTHORIZATIONS The Combined General 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 authorizations replaced those granted by the Combined General Shareholders’ Meeting of 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 representing debt securities. This same meeting resolved in particular that under certain circumstances, the Board of Directors may: › decide to increase capital without preferential subscription rights through an offer as set out in Article L.411-2(ii) of the French Monetary and Financial Code (private placement); › decide to increase capital with waiving of preferential subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue; › decide to increase capital via the incorporation of premiums, reserves, retained earnings or other items; › decide to increase the number of securities to be issued, within the legal limits, in the event of capital increases with or without preferential subscription rights; › decide to increase the share capital reserved for members of an employee savings plan, up to the par value limit of fifty (50) million euros. These capital increases will be applied against the amount of the overall ceiling described above. 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 affiliates under the following conditions: › award of free shares in connection with the Long Term Incentive Plan (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 0.03% of the share capital for executive corporate officers. Permanent allocation is contingent on satisfying a performance requirement; › award of free shares for the payment of a portion of annual variable compensation: award limited to 2.5% of the Company’s share capital at the date of the Board of Directors’ decision to award the shares, with a sub-ceiling of 0.1% of the capital for executive corporate officers. Permanent allocation is contingent on satisfying one or more

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NATIXIS 2018 MEETING NOTICE