NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

Price or procedures for determining the price

Other information for comments

Reasons for possible uses of the delegated power

No.

Purpose

Duration

Specific ceiling

26 months May be used to relaunch a a capital increase at the same

For each issue, a

At the same a

29 Increase in the number of securities to be issued in the

ceiling equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue)

price as that set for the initial transaction

price as that set for the initial transaction in the event of over-subscription (“Greenshoe” clause)

event of a capital increase with or without PSRs*

Included in the a ceiling for the

initial issue and in the Overall Ceiling*

26 months Can be used to develop a employee shareholding in France and abroad

30 Issue of shares or securities

Ceiling: fifty a

Price set by your a Board of Directors equal to the average of the prices listed on the market during the 20 trading sessions preceding the decision setting the date for the opening of subscription, less the maximum discount set out by law.

(50) million euros

giving access to capital reserved for members of employee savings plans with preferential

Ceiling to be a

deducted from the Overall Ceiling*

subscription rights (PSR)* waived

Independent a Director

In accordance with the Afep-Medef code and the internal regulations of the Board of Directors (available online on Natixis’ website www.natixis.com ), an independent director is a person who has no ties with the Company, management or Group of a nature liable to compromise their freedom of judgment or create a conflict of interest with the management, Company or Group. Accordingly, an independent member of the Board of Directors may not: in the last five years, be or have been: an employee or executive corporate officer of the Company, a an employee, executive officer, executive corporate officer or director of a company consolidated under a Natixis, an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE; a be an executive corporate officer of a company in which the Company holds a directorship either directly or indirectly, or in which a designated employee of the Company or an executive corporate officer of the Company (currently or within the last five years) holds a directorship; be a customer, supplier, investment or corporate banker: that is material for the company or its Group, a or for which the Company or its Group represents a significant portion of such person’s business; a have close family ties with a director; have been a Statutory Auditor of the company within the last five years; have been a member of the Company’s Board of Directors for more than 12 years. Independent director status is lost when 12 years is reached; receive variable compensation in cash or in shares, or any performance-link compensation from the Company.

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Natixis Registration Document 2018