NATIXIS_SHARHOLDERS_MEETING_2018

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

Summary table on the financial resolutions submitted to the Shareholders’ Meeting by your Board of Directors

Reasons for possible uses of the delegated power Specific ceiling

Price or procedures for determining the price Maximumpurchase price of €10 per share

Other information and comments

No. Subject Duration

› Your Company may at no time hold a number of shares representing more than 10% of its share capital adjusted by transactions affecting it subsequent to this

› Unusable authorization during public share offers › The Board of Directors ensures that buybacks are executed in accordance with prudential requirements, such as those established by regulation

17 Authorization to trade in shares of the Company

18months

Possible objectives for share buybacks by your Company: › Implementing option plans to buy shares of the Company or similar plans › Awarding or transferring shares to employees › Awarding free shares to employees or directors › Generally, honoring obligations related to stock option programs or other share allocations to employees or directors of the issuer or a related company › Tendering shares upon exercising rights attached to securities granting rights to capital › Canceling all or a portion of the securities bought back › Tendering shares in connection with acquisitions, mergers, spin- off or asset transfers › Promoting the share in the secondary market or the liquidity of the Company’s share through an investment services provider in connection with a liquidity contract that meets the terms of the compliance charter recognized by the AMF (French Financial Markets Authority) › Any other goal authorized or that may be authorized by law or regulations in effect. › Can be used to develop employee shareholding in France and abroad

Shareholders’ Meeting › The number of shares acquired with a view to

holding them or subsequently tendering them in connection with a merger, spin-off or contribution may not exceed 5% of the share capital › For liquidity contracts, the 10% ceiling is calculated net of the number of shares resold during the authorization period › Overall amount allocated to the buyback program: approximately €3.1 billion

› Ceiling: fifty (50) million euros › Ceiling to be deducted from the Overall Ceiling*

› Price set by your Board of Directors within a limit of a minimum issue price for shares or securities giving access to capital of: – 80% of the Reference Price* – 70% of the Reference

18 Issue of shares or securities giving access to capital

26months

reserved for members of employee savings plans with preferential subscription rights (PSR)* waived

Price* where the lock-up period provided for under the plan is 10 years or more

* General ceiling for capital increases carried out under resolutions fourteen to twenty of the General Shareholders’ Meeting of May 23, 2017, i.e. one and a half billion euros (€1.5 billion). PSR stands for “preferential subscription rights”. “Preferential subscription right” refers to the right of each shareholder to subscribe to a number of new shares proportionate to their existing interest in the capital for a period of at least five trading days after the opening of the subscription period. This right is detachable and exchangeable for the duration of the subscription period. * Reference Price Average of prices of the Company’s shares listed on the regulated Euronext Paris market during the 20 trading sessions preceding the decision by your Board of Directors setting the date for the opening of subscription by members of the Company or group employee savings plan (or similar plan). * Preferential subscription rights/PSR Overall ceiling

RESOLUTIONS

63

NATIXIS 2018 MEETING NOTICE