NATIXIS_REGISTRATION_DOCUMENT_2017

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

Based on the share capital at December 31, 2017, and on the assumption that no treasury stock existed on that date, this shouldbreak down as follows:

scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French GeneralTax Code). Regardless of the tax treatment of dividends for income tax purposes (PFU or progressive income tax scale), the paying establishmentlocatedin Francemust collect: a mandatory non-definitiveflat-rate withholding tax (PFO) at a a rate of 12.8% (Article 117 iv of the French General 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 withholdingtax at a rate of 17.2%. a All of the Company'ssharesare eligiblefor this tax treatment.

To the dividend

€1,160,823,288.06 €1,624,726,311.14

To retained earnings

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 dividends (Article 200A of the FrenchGeneralTax Code); or, at the express and irrevocable option of the beneficiary a when declaring his/her income, at the progressiveincome tax

In accordancewith legal provisions,the shareholdershereby note that for the three fiscal years prior to fiscal year 2017, the following dividendswere distributed:

Dividend per share (in euros)

Total

Number of shares on which a dividend was paid

Fiscal year

(in euros)

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

The dividendwill be detached from the share on May 28, 2018, and paid startingon May 30,2018. It is specifiedthat dividendsare not payableon shares owned by the Company. In the case where, during the payment of these dividends,the Companycomes to own some of its own shares, the amounts correspondingto unpaid dividendsthat would have been payable on these shares will be recognized as retained earnings. Resolution four (Approval of the agreements covered by Articles L.225-38 et seq. of the French Commercial Code) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the special report of the Statutory Auditors on the agreements and commitments subject to the provisions of Articles L.225-38 and seq. of the French Commercial Code, hereby approves all provisions of this report and the new agreements mentioned therein (other than those authorizedby the Board of Directorson February 9,2017, which were alreadysubmittedto the GeneralShareholders’Meetingon May 23,2017), having been authorizedby the Board of Directors during the fiscal year ended December 31, 2017, or after this date up until the Board of Directors’ Meeting in which the financial statements for the year ended December 31, 2017, were approved. Resolution five (Approval of the total compensation and benefits of any kind paid or granted to the Chairman of the Board of Directors for fiscal year 2017) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business,hereby approves,in accordancewith Article L.225-100 of the French Commercial Code, the components of

compensationpaid or granted in respect of the fiscal year ended December 31,2017, to FrançoisPérol, Chairmanof the Board of Directors, as set out in the corporate governance report, presented in Natixis’ 2017 registration document in Chapter 2, Section 2.4and Chapter 7,Section 7.5.1. Resolution six  (Approval of the total compensation and benefits of any kind paid or granted to the Chief Executive Officer for fiscal year 2017) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business,hereby approves,in accordancewith Article L.225-100 of the French Commercial Code, the components of compensationpaid or granted in respect of the fiscal year ended December 31,2017, to LaurentMignon,Chief ExecutiveOfficer, as set out in the corporate governance report, presented in Natixis’2017 registrationdocumentin Chapter 2,Section 2.4and Chapter 7,Section 7.5.1. Resolution seven (Approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairman of the Board of Directors for fiscal year 2018) The General Shareholders'Meeting, deliberatingpursuant to the quorum and majority requirements for ordinary business, pursuant to Article L.225-37-2of the French Commercial Code, hereby approves the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits in kind of the Chairman of the Board of Directors, as set out in the corporate governance report, presented in Natixis’ 2017 registration documentin Chapter 2,Section 2.4and Chapter 7,Section 7.5.1.

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Natixis Registration Document 2017