NATIXIS_SHARHOLDERS_MEETING_2018

of the French Commercial Code as drafted in Law No. 2016-1691 of December 9, 2016, known as the “Sapin 2” Law. Henceforward, the appointment of a substitute Statutory Order is only mandatory when the principal Statutory Auditor is natural person or a single-person company.

Amendment of Article 19 of the bylaws (resolution nineteen)

Resolution nineteen concerns the amendment of Article 19 of the bylaws which is aimed at harmonizing this article with Article L.823-1

Resolution nineteen (Amendment of Article 19 “Statutory Auditors” of the Company’s bylaws) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, hereby resolves to amend Article 19 “Statutory Auditors” of the Company’s bylaws in order to reflect the new drafting of Article L.823-1 of the French Commercial Code (as amended by Law No. 2016-1691 of December 9, 2016, known as the “Sapin 2” Law):

Previous drafting

New drafting

Article 19 – Statutory Auditors The primary and substitute Statutory Auditors are appointed by the Ordinary General Shareholders’ Meeting under the conditions stipulated by law. They are vestedwith the duties and powers conferred upon them by the laws in force.

Article 19 – Statutory Auditors One or several primary Statutory Auditors and, if applicable, one or several substitute Statutory Auditors, are appointed by the General Shareholders’ Meeting in accordancewith the law. They are vestedwith the duties and powers conferred upon themby the laws in force.

Delegation of authority to the Board of Directors to make the necessary amendments to the bylaws in order to ensure that they comply with legislative and regulatory provisions (resolution twenty) Resolution twenty asks shareholders to delegate powers to the Board of Directors which are necessary for ensuring that the bylaws comply with legislative and regulatory provisions, as provided for in Article L.225-36 of the French Commercial Code, contingent upon ratification of these amendments by the next General Shareholders’ Meeting. Resolution twenty (Delegation of authority to the Board of Directors to make the necessary amendments to the bylaws to ensure that they comply with legislative and regulatory provisions) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having taken note of the report by the Board of Directors and pursuant to the provisions of Article L.225-36 of the French Commercial Code, hereby authorizes the Board of Directors to make the necessary amendments to the Company’s bylaws to ensure that they comply with legislative and regulatory provisions, contingent upon ratification of these amendments at the next Extraordinary General Shareholders’ Meeting.

Powers to complete formalities (resolution twenty-one)

Finally, resolution twenty-one relates to the granting of the powers required to complete the legal formalities and disclosures relating to this Combined General Shareholders’ Meeting.

Resolution twenty-one (Powers to complete formalities)

The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary and extraordinary business, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all filings and formalities required by law.

The Board of Directors has recommended voting in favor of adopting all of the resolutions submitted to this Combined General Shareholders’ Meeting.

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NATIXIS 2018 MEETING NOTICE