NATIXIS - Universal registration document and financial report 2019

GENERAL SHAREHOLDERS’ MEETINGS Combined General Shareholders’ Meeting of May 20, 2020

the following three resolutions (resolutions seventeen to nineteen) V require the approval of the Extraordinary General Shareholders’ Meeting and concern (i) amendments to bylaws to bring them into line with legislative and regulatory provisions, and (ii) authority to complete the formalities related to this Combined General Shareholders’ Meeting. Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to sixteen) Approval of the financial statements for fiscal year 2019 (resolutions one and two) In resolutions one and two, the General Shareholders’ Meeting is asked to approve the 2019 Natixis parent company and consolidated financial statements, respectively. Detailed notes to the parent company and consolidated financial statements are provided in the 2019 Natixis universal registration document. Resolution three covers the appropriation of the corporate earnings of Natixis: payment of a dividend, paid in cash at €0.31 per share. Natixis’ financial statements at December 31, 2019 showed positive net income of €2,242,111,898.15. After taking into account retained earnings of €1,008,081,398.50, and as the legal reserve exceeded 10% of the share capital, distributable earnings amounted to €3,250,193,296.65. Resolution three proposes (i) to pay a dividend per share of €0.31 (thirty-one euro cents), charged in full against distributable earnings for fiscal year 2019, and (ii) to allocate the remaining distributable earnings to retained earnings. Appropriation of 2019 earnings (resolution three)

Based on the share capital at December 31, 2019, on the assumption that no treasury stock existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2019, the total dividend will be €977,454,329.42 charged against distributable earnings and the balance (€2,272,738,967.23) will be allocated to retained earnings. The ex-dividend date will be May 25, 2020, with dividends payable as of May 27, 2020. For individual beneficiaries who are tax residents of France and hold shares outside of an equity savings plan, these dividends are subject to income tax: at a single flat-rate withholding tax (PFU tax) of 12.8%, the tax base V of which is the gross amount of dividends (Article 200 A of the French General Tax Code); or at the express and irrevocable option of the beneficiary when V 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: a mandatory non-definitive flat-rate withholding tax (PFO) at a rate V of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial income tax payment, unless individual beneficiaries who are tax residents of 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%. V When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG (contribution sociale généralisée — general social security tax) is deductible from taxable income at a rate of 6.8%. All the Company’s shares are eligible for this tax treatment.

In accordance with legal provisions, the following dividends were distributed for the three fiscal years prior to fiscal year 2019:

Dividend per share (in euros)

Total (in euros)

Number of shares on which a dividend was paid

Fiscal year

2016

3,137,074,580

0.35

1,097,976,103.00

2017

3,137,360,238

0.37

1,160,823,288.06

2018

3,150,288,592

0.78

2,457,225,101.76

Related-party agreements (resolution four) Resolution four concerns the approval of related-party agreements, pursuant to Articles L.225-38 et seq. of the French Commercial Code, authorized by the Board of Directors during fiscal year 2019 and until the Board of Directors’ Meeting of February 6, 2020. These agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fiscal year 2019 and still effective, which do not need to be re-approved by shareholders (see Chapter 8, Section 8.2.4 of the 2019 Natixis universal registration document) .

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Since February 12, 2019, your Board has authorized the following agreement: On December 19, 2019, the Board of Directors authorized new V partnership agreements between CNP Assurances, BPCE, Natixis S.A. and BPCE Vie (the main terms of which are set out in Chapter 8, Section 8.2.4 of the 2019 Natixis universal registration document). This agreement applies to Laurent Mignon, Catherine Halberstadt, Bernard Dupouy, Thierry Cahn and Françoise Lemalle in their role as directors.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019