NATIXIS_REGISTRATION_DOCUMENT_2017

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

the number of shares acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer may not exceed 5% of its share capital; and (ii) when the shares are bought back to promote liquidity under the conditions set out by the General Regulations of the AMF, the number of shares taken into account to calculate the 10% limit provided for by the first paragraphcorrespondsto the numberof shares purchased,net of the number of shares resold during the authorizationperiod, the number of shares that the Companyholds at any time j whatsoever does not exceed 10% of the shares comprising the Company’s share capital on the date in question, pursuant to Article L.225-210 of the French CommercialCode; Resolves that the acquisition, sale or transfer of the shares 3) may take place at any time, except in public offer periods, within the limits authorized by current legal and regulatory provisions,by any means, on regulatedmarkets, multilateral trading platforms, with systematic internalizers or over the counter, including by means of the acquisition or sale of blocks of shares (without limiting the portion of the buyback programthat may be realized by this means), by a tender or exchange offer, by using options or other forward financial instrumentstraded on regulatedmarkets,multilateraltrading platforms, with systematic internalizersor over the counter, or by the tendering of shares subsequent to the issue of securities giving access to the Company'scapital by means of conversion, exchange or redemption, by exercising a warrantor by any other means,either directlyor indirectlyvia an investmentservicesprovider. The maximum purchase price under this resolution will be ten (10) euros per share (or the equivalent value of this amount on the same date in any other currency). This maximumprice applies only to purchases decided from the date of this meetingand not to forward transactionsentered into by virtue of an authorizationgiven at a previousGeneral Shareholders'Meetingand providingfor purchasesof shares subsequent to the date of this meeting. The shareholders delegate to the Board of Directors, in the event of a change in the par value of the share, capital increases by capitalizationof reserves, free share awards, stock splits or reverse stock splits, distributionof reserves or of any other assets, redemption of capital, or any other transaction affectingthe share capital,the power to adjust the maximum purchase price indicated above to take into account the impactof these transactionson the share value; Resolves that the aggregate amount allocated to the share 4) buyback program authorized above may not exceed €3,138,305,787; Fully empowers the Board of Directors, with the right to 5) sub-delegatesaid power, to decide upon and implementthis authorization, to specify its final terms and conditions if necessaryand to determine its procedures,in order to carry out the buybackprogramand, in particular,to place any stock marketorder, enter into any agreement,allocateor reallocate the shares acquired to meet the objectives sought in accordance with the applicable legal and regulatory provisions, establish the terms and conditions according to which the rights of holders of securities or options will be protected,if appropriate,in accordancewith legal, regulatory or contractualprovisions,make any filings with the AMF and any other competent authorities, and complete all other formalitiesand, in general,do whateveris necessary.

AuditorFranckBoyer at the end of this meeting,herebyresolves, in accordance with applicable laws and contingent upon the adoptionof resolution nineteenbelow,not to replacehim. Resolution seventeen (Authorization to be granted to the Board of Directors concerning the trading by the Company in its own shares) The General Shareholders’Meeting, deliberating in accordance with the quorumand majorityrequirementsfor ordinarybusiness, having reviewed the report of the Board of Directors and in accordancewith the provisionsof Articles L.225-209and seq. of the French Commercial Code, hereby authorizes the Board of Directors,with the right to sub-delegatesaid powers,to buy back the Company’sshares or to arrange for them to be bought back and: Resolvesthat these sharesmay be purchasedto: 1) implement any Company stock option plan in accordance j with the provisions of Articles L.225-177and seq. of the FrenchCommercialCode or any similarplan, or award or transfer shares to employees in connectionwith j their share of Companyprofits or implementany Company or group employeesavings plan (or similar plan) under the conditions provided for by law, in particular Articles L.3332-1and seq. of the FrenchLabor Code, or freely award shares in accordance with the provisions of j Articles L.225-197-1and seq. of the French Commercial Code, or in general, honor obligations related to stock option j programsor other share awards to employeesor directors of the issuer or a related companybased on the provisions of Articles L.225-180 and L.225-197-2 of the French CommercialCode, or remit shares in connection with the exercise of rights j attached to securities convertible into the Company's shares, by way of redemption, ordinary conversion, exchange, presentationof a warrant or any other manner; or cancel all or a portion of the shares bought back j accordingly,or tendershares(for exchange,paymentor anotherreason)in j connection with acquisitions, mergers, spin-offs or contributions,or promote Natixis shares in the secondary market or the j liquidity of Natixis shares through an investment service provider in connectionwith a liquidity contract that meets the terms of the compliance charter recognized by the Autoritédes MarchésFinanciers. This program is also intended to enable the Company to implementany market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Companywill notify its shareholdersby meansof a press release; Resolves that Company share purchases may relate to a 2) numberof sharessuch that: the number of shares that the Company buys during the j buybackprogrammay not, at any time, exceed10%of the shares comprising the Company's share capital, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this General Shareholders'Meeting. It is specified that (i)

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Natixis Registration Document 2017