NATIXIS - 2018 Registration document and annual financial report

LEGAL INFORMATION General information on Natixis’ capital

The Board of Directors of Natixis, at its meeting on February 18, 2015, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 21, 2013, resolution seventeen, resolved to award 95,144 free performance shares to the members of the Senior Management Committee, of which 27,321 to the Chief Executive Officer of Natixis. These shares will vest at the end of a vesting period that runs until February 17, 2019, inclusive, provided that presence and performance conditions are met. The Board of Directors of Natixis, at its meeting on July 28, 2016, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, decided to award 151,283 free performance shares to the members of the Natixis Senior Management Committee, of which 47,463 to the Chief Executive Officer of Natixis. These shares will vest at the end of a vesting period that runs until July 27, 2020, inclusive, provided that presence and performance conditions are met. The Board of Directors of Natixis, at its meeting on July 28, 2016, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, decided to award 3,081,642 free shares to the recipients designated by the Board of Directors. These shares will be permanently vested in part on March 1, 2018, and in part on March 1, 2019, provided that presence and/or performance conditions are met (systematic performance conditions applicable to “regulated” categories of staff). The Board of Directors of Natixis, at its meeting on April 10, 2017, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, decided to award 3,012,307 free shares to the recipients designated by the Board of Directors. These shares will be permanently vested in part on March 1, 2019, and in part on March 1, 2020, provided that presence and/or performance conditions are met (systematic performance conditions applicable to “regulated” categories of staff). The Board of Directors of Natixis, at its meeting on May 23, 2017, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, decided to award 79,369 free performance shares to the members of the Natixis Senior Management Committee, of which 29,911 to the Chief Executive Officer of Natixis. These shares will vest at the end of a vesting period that runs until May 22, 2021, inclusive, provided that presence and performance conditions are met. The Board of Directors of Natixis, at its meeting on April 13, 2018, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, decided to award 3,389,678 free shares to the recipients designated by the Board of Directors, of which 84,775 to the Chief Executive Officer of Natixis. These shares will vest at the end of a vesting period that runs in part until March 1, 2020, March 1, 2021, April 12, 2021 and in part until April 12, 2023 provided that presence and performance conditions are met. The Natixis Board of Directors, at its meeting on May 23, 2018, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, decided to award 11,661 performance shares to Laurent Mignon, the Chief Executive Officer of Natixis, and 58,024 performance shares to the members of the Natixis Senior Management Committee. These shares will vest at the end of a vesting period that runs until May 22, 2022, inclusive, provided that presence and performance conditions are met.

The Board of Directors of Natixis, at its meeting on August 2, 2018, by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, resolved to award 13,605 free performance shares to François Riahi, the Chief Executive Officer of Natixis since June 1, 2018. These shares will vest at the end of a vesting period that runs until May 22, 2022, inclusive, provided that presence and performance conditions are met. Free shares in holding period The vesting period for the first tranche of the award of a total of 3,081,642 free shares, as resolved by the Board of Directors on July 28, 2016 for the 2016 Plan (by virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 27, 2016, resolution twenty) expired on March 1, 2018 for certain employees of the Company and its subsidiaries designated by the Board of Directors. By decision made on March 1, 2018, by virtue of the authority granted to him by the Board of Directors, the Chief Executive Officer of Natixis acknowledged that the number of shares to be issued to the beneficiaries of the 2016 Plan came to 945,549 new shares. The Chief Executive Officer then acknowledged the issue of share capital through the incorporation of the special unavailable reserves account amounting to €1,512,878.40 for the issue of 945,549 new shares with a par value of €1.60 each, bringing the Company’s capital up from €5,019,776,380.80 to €5,021,289,259.20, and amended the bylaws accordingly (Article 3: Share capital). Mauve employee share ownership plan At its meeting on November 7, 2017, the Board of Directors decided to use in 2018 the authorization to carry out a capital increase - without preferential subscription rights - reserved for members of employee savings plans that was granted by the Combined General Shareholders’ Meeting of May 23, 2017 (resolution twenty), for the launch of the Mauve 2018 employee share ownership plan with an overall par value ceiling of €50,000,000, representing a maximum of 31,250,000 shares. Accordingly, the Board of Directors invested the Chief Executive Officer with all the necessary powers, in particular to set the Subscription Price and the subscription period for the shares to be issued. By decision made on March 20, 2018, the Chief Executive Officer of Natixis defined the scope and the timetable for the Mauve 2018 plan. By decision made on June 26, 2018, the Company’s Chief Executive Officer set the share subscription/withdrawal period proposed under the 2018 Mauve plan at June 26 to June 29, 2018, inclusive, and set the Subscription Price for these shares for beneficiaries at €5.002 per share. By decision made on July 27, 2018, the Chief Executive Officer of Natixis recognized Natixis’ capital increase for a total nominal amount of €19,172,488 through the issuance of 11,982,805 new shares each with a par value of €1.60, with an issue premium of €40,765,502.61, bringing the Company’s capital up from €5,021,289,259.20 to €5,040,461,747.20, and amended the bylaws accordingly (Article 3: Share capital).

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Natixis Registration Document 2018