NATIXIS - 2018 Registration document and annual financial report

LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019

Price or procedures for determining the price Price of shares a and securities giving access to the share capital* set in the same way as

Other information for comments

Reasons for possible uses of the delegated power

No.

Purpose

Duration

Specific ceiling

26 months May be used by your Board a of Directors to decide on these issues and proceed with issues through private placement*

May issue a

Ceiling: five a hundred

26 Issue with waiving of

shares following the issue of securities giving access to your Company's capital by your Company's Subsidiaries* securities giving access to shares to be issued by a Subsidiary and/or (ii) shares giving access to existing share capital or entitling holders to the allotment of the debt securities of a third party company

PSRs * of shares and/or securities giving access to the Company's capital* and/or the issue of securities entitling holders to the allotment of debt securities* through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code

(500) million euros

May under no a circumstances

exceed the legal ceiling set for this type of issue (currently 20% of the share capital per year) deducted from the Overall Ceiling* and from the ceiling of €500 million stipulated by the resolution relating to issues by public offer of shares and/or securities giving access to the Company's capital or granting a right to debt instruments with waiving of PSRs Ceilings exclude a any additional amounts issued in order to preserve the rights of holders of securities giving access to the capital* 10% of the capital, a adjusted for any transactions on the share capital subsequent to this General Shareholders' Meeting Included in the a ceiling set out in resolution twenty-eight and in the Overall Ceiling* Ceilings exclude a any additional amounts issued in order to preserve the rights of holders of securities giving access to the capital* Overall ceiling: one a and a half billion (1.5bn) euros Ceiling to be a deducted from the Overall Ceiling* Issue to be a

in resolution twenty-four

May issue, by a public offer, (i)

Unusable a

authorization during public share offers

7

As stipulated by a law, this delegation of authority cannot apply to consideration provided in connection with a public exchange offer initiated by your Company (see resolution twenty-four)

Your Board of a Directors will review the independent appraisers report which focuses on the value of contributions

27 Issue of shares or securities

26 months May be used to carry out a any merger and acquisition transactions

giving access to share capital* as remuneration for contributions in kind involving securities of unlisted companies

Unusable a

authorization during public share offers

Unusable a

26 months May be used to incorporate a reserves, retained earnings or other items in the share capital, in order to increase

Determination a

28 Incorporation of premiums,

by your Board of Directors of the amounts to be incorporated and of the amount of new share capital and/or the new par value of existing share capital

authorization during public share offers

reserves, retained

earnings or other items

the capital without any need to introduce new capital

537

Natixis Registration Document 2018