NATIXIS_REGISTRATION_DOCUMENT_2017

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

in the event that free shares or securitiesgiving access to j capital are granted, determine the nature, characteristics and number of shares or securitiesgiving access to capital to be issued, the number to grant to each beneficiary,and to set the dates, deadlines, procedures and granting conditions for these shares or securities giving access to capital, within the applicablelegal and regulatorylimits and in particular to choose either to completely or partially replace the granting of these shares or securities giving access to capital at discounts relative to the Reference Price providedfor above,or to apply the equivalentvalue of these shares or securities to the total amount of the contribution,or to combinesthese two options, in the event that new shares are issued, apply, if j applicable, to reserves, retained earnings or issue premiums,the amountsnecessaryto pay up said shares, record the completion of capital increases up to the j amountof sharesthat will be effectivelysubscribedto, if applicable, apply the cost of the capital increase against j the related share premiums and deduct the amounts required to bring the legal reserve from this amount to a tenth of the new capital resulting from these capital increase, sign any agreements, carry out directly or indirectly j through a representativeany transactions and formalities, including carrying out formalities due to the capital increasesand amendingthe bylawsaccordingly,

in general, enter into agreementsto ensure the proposed j issues are successfullycompleted,take any measuresand decisionsand carry out any formalitiesthat are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associatedrights or those due to the capital increases; Resolves that this delegation voids, from this day, the 8) unusedpart of any similar prior delegatedpower given to the Board of Directors by the shareholders in the Combined General Shareholders' Meeting of May 23, 2017, under resolution twenty, with the stipulation that the Mauve 2018 share ownershipplan in progressat the time of this meeting had been approved by the Board of Directors at its meeting of November 7, 2017, based on resolution twenty adopted by the Combined General Shareholders' Meeting of May23,2017. Resolution nineteen (Amendment of Article 19 “Statutory Auditors” of the Company’s bylaws) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, hereby resolves to amend Article 19 “Statutory Auditors” of the Company’s bylaws in order to reflect the new drafting of Article L.823-1 of the French Commercial Code (as amended by Law No. 2016-1691of December 9, 2016, known as the “SapinII” Law):

Previous drafting

New drafting

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Article 19 – Statutory Auditors The primary and substitute Statutory Auditors are appointed by the Ordinary General Shareholders’ Meeting under the conditions stipulated by law. They are vested with the duties and powers conferred upon them by the laws in force.

Article 19 – Statutory Auditors One or several primary Statutory Auditors and, if applicable, one or several substitute Statutory Auditors , are appointed by the General Shareholders’ Meeting in accordance with the law. They are vested with the duties and powers conferred upon them by the laws in force.

provisions,contingentupon ratificationof these amendmentsat the next ExtraordinaryGeneralShareholders’Meeting.

Resolution twenty (Delegation of authority to the Board of Directors to make the necessary amendments to the bylaws to ensure that they comply with legislative and regulatory provisions) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having taken note of the report by the Board of Directors and pursuant to the provisions of Article L.225-36of the French Commercial Code, hereby authorizes the Board of Directorsto make the necessaryamendmentsto the Company’s bylaws to ensure that they complywith legislativeand regulatory

Resolution twenty-one (Powers to complete formalities) The General Shareholders’Meeting, deliberating in accordance with the quorum and majority requirements for ordinary and extraordinarybusiness, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all filings and formalities requiredby law.

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Natixis Registration Document 2017