NATIXIS_SHARHOLDERS_MEETING_2018

REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING

Regardless of the tax treatment of dividends for income tax purposes (flat tax on capital income (PFU) or progressive income tax scale), the paying establishment located in France must collect: › a mandatory non-definitive flat-rate withholding tax (PFO) at a rate of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial

income tax payment, except if individual beneficiaries who are residents for tax purposes in France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; › social security charges of 17.2%. All of the Company’s shares are eligible for this tax treatment.

In accordance with legal provisions, we remind you that for the three fiscal years prior to fiscal year 2017, the following dividends were distributed:

Total (in euros)

Number of shares on which a dividend was paid

Dividend per share (in euros)

Fiscal year

2014

3,116,507,621

0.34

1,059,612,591.14

2015

3,128,127,765

0.35

1,094,844,717.75

2016

3,137,074,580

0.35

1,097,976,103.00

Resolution three (Appropriation of earnings) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby: R notes that the financial statements finalized as of December 31, 2017, and approved by the shareholders at this meeting show earnings for the 2017 fiscal year of €1,678,182,285.17; R notes that, after taking into account retained earnings of €1,107,367,314.03 and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €2,785,549,599.20; R resolves to appropriate the distributable earnings as follows: (i) payment to shareholders of €0.37 per share, and (ii) allocation of the remaining distributable earnings to “Retained earnings”. Based on the share capital at December 31, 2017, and on the assumption that no treasury stock existed on that date, this should break down as follows:

For individual beneficiaries who are residents for tax purposes in France who hold shares outside a stock saving plan, these dividends are subject to income tax: R a single flat-rate withholding tax (PFU tax) of 12.8%, the fiscal base of which is the gross amount of dividends (Article 200 A of the French General Tax Code); R or, at the express and irrevocable option of the beneficiary when declaring his/her income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code). Regardless of the tax treatment of dividends for income tax purposes (PFU or progressive income tax scale), the paying establishment located in France must collect: R a mandatory non-definitive flat-rate withholding tax (PFO) at a rate of 12.8% (Article 117 iv of the French General Tax Code) as an initial income tax payment, except if individual beneficiaries who are residents for tax purposes in France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; R social withholding tax at a rate of 17.2%. All of the Company’s shares are eligible for this tax treatment.

To the dividend

€1,160,823,288.06

To retained earnings

€1,624,726,311.14

In accordance with legal provisions, the shareholders hereby note that for the three fiscal years prior to fiscal year 2017, the following dividends were distributed:

Total (in euros)

Number of shares on which a dividend was paid

Dividend per share (in euros)

Fiscal year

2014

3,116,507,621

0.34

1,059,612,591.14

2015

3,128,127,765

0.35

1,094,844,717.75

2016

3,137,074,580

0.35

1,097,976,103.00

The dividend will be detached from the share on May 28, 2018, and paid starting on May 30, 2018. It is specified that dividends are not payable on shares owned by the Company. In the case where, during the payment of these dividends,

the Company comes to own some of its own shares, the amounts corresponding to unpaid dividends that would have been payable on these shares will be recognized as retained earnings.

RESOLUTIONS

53

NATIXIS 2018 MEETING NOTICE