NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

Draft resolutions of the Combined General Shareholders’ Meeting of May 23, 2018

Draft resolutions of the Combined 7.5 General Shareholders’ Meeting of May 23, 2018

accessto the Company’ssharecapitalreservedfor membersof employeesavingsplans withoutpreferentialsubscriptionrights in favor of said members, (ii) the amendment of Article 19 (StatutoryAuditors)of the Company’sbylaws,(iii) delegationof authority to the Board of Directors to make the necessary amendmentsto the bylaws in order to ensurethat they comply with legislative and regulatory provisions and (iv) powers to complete formalities related to this Combined General Shareholders’ Meeting. Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to seventeen) Approval of the financial statements for fiscal year 2017 (resolutions one and two) In resolutions oneand two, the GeneralShareholders’Meetingis asked to approve the Natixis 2017 parent company and consolidatedfinancialstatements,respectively. Detailed comments on the parent company and consolidated financial statementsare provided in the Natixis 2017 registration document. Appropriation of 2017 earnings (resolution three) Resolution three covers the appropriation of the corporate earningsof Natixis:paymentof an ordinarydividend,paid in cash at €0.37 per share. Natixis’ parent companyfinancial statements as at December 31, 2017, show net income of €1,678,182,285.17After taking into account retained earnings of €1,107,367,314.03and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €2,785,549,599.20 Resolutionthree proposesto: pay a total dividendof €1,160,823,288.06; a allocate the remaining distributable earnings to retained a earnings,i.e. €1,624,726,311.14 (1) . Consequently,the dividendper share is set at €0.37 (thirty-seven euro cents) and will be charged in full against distributable earningsfor fiscal year 2017. The dividendwill be detached from the share on May 28, 2018, and paid startingon May 30,2018. For individualbeneficiarieswho are residentsfor tax purposes in France who hold shares outside a stock saving plan, these dividendsare subjectto incometax: a single flat-ratewithholdingtax (PFU tax) of 12.8%, the fiscal a base of which is the gross amount of the dividends (Article 200 A of the FrenchGeneralTax Code);or at the express and irrevocableoption of the beneficiarywhen a declaring his/her income, at the progressive income tax scale following the applicationof an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code).

The draft resolutions below are the drafts available as of the date of publication of this registration document. The final versions of these drafts will be published in the French official gazette (BALO) of April 11, 2018, and posted online on the Natixis website: www.natixis.com.

REPORT OF THE BOARD 7.5.1 OF DIRECTORS ON

THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING

The purpose of this report is to present the draft resolutions submittedby your Board of Directorsto your General Shareholders’Meeting. You may refer to this 2017 registration document for the statement on the financial condition, activity and results of Natixis and its group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also availableon the Natixiswebsite:www.natixis.com). Twenty-one resolutions will be submitted to the shareholders at the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 23, 2018, at Palais Brongniart, 28 place de la Bourse – 75002 Paris. These resolutionscan be categorizedinto two groups: the first seventeen resolutions(resolutionsone to seventeen) a require the approval of the Ordinary General Shareholders’ Meeting: (i) approval of the financial statements and appropriation of earnings, (ii) approval of related-party agreements,(iii) approvalof the items constitutingthe total pay and benefitsof any kind granted to the Chairmanof the Board and the Chief ExecutiveOfficer relatingto the 2017 fiscal year, (iv) approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constitutingthe total pay and benefitsof any kind of the Chairmanof the Boardand the ChiefExecutiveOfficerfor 2018, (v) overall budget for compensationpaid in fiscal year 2017 to the employees referred to in Article L.511-71of the French Monetaryand FinancialCode, (vi) ratificationof the co-optingof one director,(vii) the appointmentof four (4) directorsfollowing their resignationto encouragethe staggeringof directors’terms of office, (viii) acknowledgmentthat the mandateof a principal StatutoryAuditorand a substituteStatutoryAuditorhaveexpired and (ix)tradingby the Company in its own shares; the following four resolutions (resolutions eighteen to a twenty-one)require the approval of the ExtraordinaryGeneral Shareholders’Meetingand concern(i) delegationof authorityto the Board of Directors to decide whether to increase share capital through the issue of shares or securities providing

This amount is estimated based on the amount of share capital at December 31, 2017. It will be adjusted depending on the number of shares (1) entitled to dividend payouts.

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Natixis Registration Document 2017