NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

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

(i) payment to shareholders of a total dividend of €0.78 per share (of which €0.30 represents the ordinary dividend and €0.48 represents the special dividend), and (ii) allocation of the remaining distributable earnings to“Retained earnings”. Based on the share capital at December 31. 2018, on the assumption that no treasury stock existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2018, distributable earnings will be allocated as follows:

at a single flat-rate withholding tax (PFU tax) of 12.8%, the a fiscal base of which is the gross amount of dividends (Article 200 A of the French General Tax Code); or, at the express and irrevocable option of the beneficiary a when declaring their income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2° of the French General Tax Code). Regardless of the tax treatment of dividends for income tax purposes (flat tax on capital income [PFU] or progressive income tax scale), the paying establishment located in France must collect: a mandatory non-definitive flat-rate withholding tax (PFO) at a a rate of 12.8% (Article 117 (iv) of the French General Tax Code) as an initial income tax payment, except if individual beneficiaries who are residents for tax purposes in France have applied for an exemption under the conditions set out in Article 242 (iv) of the French General Tax Code; social security charges of 17.2%. a When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG [contribution sociale généralisée—general social security tax] is deductible from taxable income at a rate of 6.8%. All the Company's shares are eligible for this tax treatment. The ex-dividend date is May 31, 2019, with dividends payable as of June 4, 2019. In accordance with legal provisions, the shareholders hereby note that for the three fiscal years prior to fiscal year 2018, the following dividends were distributed:

Ordinary dividend Special dividend Retained earnings

€945,086,577.60 €1,512,138,524.16 €1,002,143,341.70

It should be noted that dividends are not payable on shares owned by the Company. In the event that, during the payment of these dividends, the Company comes to own some of its own shares, the amounts corresponding to unpaid dividends that would have been payable on these shares will be recognized as retained earnings. The General Shareholders' Meeting fully empowers the Board of Directors to determine the total amount of the dividend and consequently the amount of the remaining distributable earnings allocated to "Retained earnings," based on the number of treasury shares held on the dividend payment date. For individual beneficiaries who are residents for tax purposes in France and hold shares outside a stock savings plan, these dividends are subject to income tax:

Dividend per share (in euros)

TOTAL

Number of shares on which a dividend was paid

Fiscal year

2015 2016 2017

3,128,127,765 3,137,074,580 3,137,360,238

0.35 0.35 0.37

1,094,844,717.75 1,097,976,103.00 1,160,823,288.06

Resolution four (Approval of the agreements and commitments covered by articles L.225-38 et seq. of the French Commercial Code) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the special report of the Statutory Auditors on the agreements and commitments subject to the provisions of Articles L.225-38 et seq. of the French Commercial Code, hereby approves all provisions of this report and the new agreements mentioned therein (other than those authorized by the Board of Directors on February 13, 2018, which were already submitted to the General Shareholders’ Meeting on May 23, 2018), having been authorized by the Board of Directors during the fiscal year ended December 31, 2018, or after this date up until the Board of Directors’ Meeting in which the financial statements for the year ended December 31, 2018, were approved.

Resolution five (Approval of the total compensation and benefits of any kind paid or granted to François Pérol, Chairman of the Board of Directors, for the period from January 1 to June 1, 2018, pursuant to Article L.225-100 of the French Commercial Code) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to François Pérol, Chairman of the Board of Directors, for the period from January 1 to June 1, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.6.1.

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Natixis Registration Document 2018