NATIXIS_REGISTRATION_DOCUMENT_2017

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

Regardless of the tax treatment of dividends for income tax purposes(flat tax on capital income (PFU) or progressiveincome tax scale), the paying establishment located in France must collect: a mandatory non-definitiveflat-rate withholding tax (PFO) at a a rate of 12.8% (Article 117(iv) of the FrenchGeneral Tax Code)

as an initial income tax payment, except if individual beneficiarieswho are residentsfor tax purposesin Francehave applied for an exemption under the conditions set out in Article 242(iv) of the FrenchGeneralTax Code; social securitychargesof 17.2%. a All of the Company'ssharesare eligiblefor this tax treatment.

In accordancewith legal provisions,we remindyou that for the three fiscal years prior to fiscal year 2017, the followingdividendswere distributed:

Dividend per share (in euros)

Total (in euros)

Number of shares on which a dividend was paid

Fiscal year

2014 2015 2016

3,116,507,621 3,128,127,765 3,137,074,580

0.34 0.35 0.35

1,059,612,591.14 1,094,844,717.75 1,097,976,103.00

Related-party agreements (resolution four) Resolution four concerns the approval of related-party agreementspursuant to Articles L.225-38et seq. of the French Commercial Code, authorized by the Board of Directors during fiscal year 2017 and until the Board of Directors’ Meeting of February 13, 2018. These agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fiscal year 2017 and still effective,which do not need to be resubmittedto the shareholders (see Chapter 7section 7.6of the Natixis2017 registrationdocument) . Only one agreementhas been authorizedand entered into since the last General Shareholders’Meeting. On August 1, 2017, the Board of Directors authorized the signature of an adhesion rider to the group insurance policy under Article 82 of the French General Tax Code, subscribed by BPCE with Arial CNP Assurance for company directors of Groupe BPCE who do not benefit from the “Pensionplan for companydirectors of Groupe BPCE” or the “Natixis pension guarantee” pension plan.” This rider was signed on October 17, 2017. It indirectly concerns LaurentMignonas Chief ExecutiveOfficer. Since the start of 2018, no agreementhas been approvedunder the procedure set out in Article L.225-38 of the French CommercialCode. Opinion on the components of compensation paid or granted in respect of the fiscal year ended December 31, 2017, to each executive corporate officer (resolutions five and six) Resolutionsfive and six cover componentsof compensationpaid or granted in respect of the fiscal year ended December 31, 2017, to each of the Company’s executive corporate officers, i.e.: François Pérol, Chairman of the Board of Directors, and Laurent Mignon,Chief ExecutiveOfficer. Compensation and benefits of any kind for the Chairman of the Board of Directors in 2017 In accordance with the principles approved by the General Shareholders’Meetingon May 23,2017, FrançoisPérol received no compensation in 2017 in connection with his duties as Chairmanof the NatixisBoardof Directors.

Compensation and benefits of all kinds for Laurent Mignon in connection with his duties as Chief Executive Officer of Natixis in 2017 The components of Laurent Mignon’s compensation for 2017 comply with the principles approved by the General Shareholders’Meetingon May 23,2017. Laurent Mignon’s fixed compensation was €960,000 for a) fiscal year 2017. His annual variablecompensationin respect of 2017 was calculated on the basis of quantitative and strategic criteria first reviewed by the Compensation Committee then validated by the Board of Directors, and submittedto a vote at the GeneralShareholders’Meetingon May 23, 2017. For fiscal year 2017, the target annual variable compensation b) was set at €1,152,000,i.e. 120% of Laurent Mignon’s fixed compensation,with a range of between 0 and 156.75% of the target, i.e. a maximum of 188.1% of his fixed compensation.The followingtargetswere set for 2017: quantitative targets (70%), 25% of which based on j financial performance in relation to the Groupe BPCE budget (net revenues [4.2%], net income Group share of [12.5%] and cost/incomeratio [8.3%]) and 45% based on the financial performance of Natixis (net revenues [11.25%], net income Group share [11.25%], cost/income ratio [11.25%] and ROTE – Return on Tangible Equity [11.25%]); individualstrategictargets(30%) (i) of which10%allocated j to each of the following two objectives: (x) the developmentand launch of the 2018-2020 strategic plan, and (y) the continuedprogress in the digital transformation of Natixis and its business lines and (ii) of which 5% allocatedto each of the followingtwo strategicobjectives: (x) the developmentof Natixis' collaborationwith Groupe BPCE networks and (y) managerialperformanceassessed based on the ability to anticipate developments, make decisions,lead the Group,and manageexecutiveofficers. As recommended by the Compensation Committee, the Natixis Board of Directors set the amount of variable compensationfor 2017 at €1,660,863.This amount shall be submittedto a vote at the General Shareholders’Meetingof May 23, 2018, and is equivalent to 144.17% of the target variablecompensation: €520,789 will be paid in 2018, 50% of which will be j indexedto the Natixisshare price;

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Natixis Registration Document 2017