NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

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

AGENDA AND DRAFT RESOLUTIONS 7.5.2 OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 23, 2018

Extraordinary business Delegation of authority to the Board of Directors to decide a whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waivingof preferential subscriptionrights in favor of said members; Amendment of Article 19 “Statutory Auditors” of the a Company’sbylaws; Delegation of authority to the Board of Directors to make the a necessary amendmentsto the bylaws in order to ensure that they complywith legislativeand regulatoryprovisions; Powersto completeformalities. a The resolutionssubmitted to voting by the General Meeting are as follows: The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the parent company financial statements for the fiscal year ended on December 31,2017, hereby approves the said parent company financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financialstatementsor summarizedin these reports. The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the consolidatedfinancialstatementsfor the fiscal year ended on December 31,2017, hereby approves the said consolidated financial statements as presented, including the balance sheet, income statementand notes to the financial statements,as well as the transactions reflected in these financial statements or summarizedin these reports. Resolution three (Appropriation of earnings) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business,hereby: notes that the financial statements finalized as of a December 31,2017, and approved by the shareholdersat this meeting show earnings for the 2017 fiscal year of €1,678,182,285.17; notes that, after taking into account retained earnings of a €1,107,367,314.03and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €2,785,549,599.20; resolvesto appropriatethe distributableearningsas follows: a paymentto shareholdersof €0.37per share,and (i) allocation of the remaining distributable earnings to (ii) “Retainedearnings”. Resolution two (Approval of the 2017 consolidated financial statements) Ordinary business Resolution one (Approval of the 2017 parent company financial statements)

Ordinary business Reportsby the Boardof Directors; a Reportsby the StatutoryAuditors; a

Approvalof the 2017 parentcompanyfinancialstatements; a Approvalof the 2017 consolidatedfinancialstatements; a Appropriationof earnings; a Approval of the agreements covered by Articles L.225-38 a et seq. of the French Commercial Code; Approval of the total compensation and benefits of any kind a paid or granted to the Chairman of the Board of Directors relatingto the 2017 fiscal year; Approval of the total compensation and benefits of any kind a paid or granted to the Chief Executive Officer relating to the 2017 fiscal year; Approval of the principles and criteria for determining, a distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairmanof the Boardof Directorsfor fiscal year 2018; Approval of the principles and criteria for determining, a distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chief ExecutiveOfficerfor fiscal year 2018; Overall budget for compensation paid to the employees a referred to in Article L.511-71 of the French Monetary and FinancialCode duringfiscal year 2017; Ratificationof the co-optingof BernardDupouy; a Appointment of Bernard Oppetit as a director, following his a resignationto encourage the staggeringof directors’ terms of office; Appointment of Anne Lalou as a director, following his a resignationto encourage the staggeringof directors’ terms of office; Appointment of Thierry Cahn as a director, following his a resignationto encourage the staggeringof directors’ terms of office; Appointmentof Françoise Lemalle as a director, following his a resignationto encourage the staggeringof directors’ terms of office; Noting of expiry of the mandate of the firm Mazars S.A., a principalStatutoryAuditor,and non-renewalof saidmandate; Noting of expiry of the mandate of Franck Boyer, substitute a StatutoryAuditor,and non-renewalof saidmandate; Authorization to be granted to the Board of Directors a concerningthe tradingby the Companyin its own shares;

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Natixis Registration Document 2017