NATIXIS - Meeting notice combined general shareholder's meeting

AGENDA OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2019

AGENDA OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2019

› Reappointment of Catherine Pariset as a Director; › Reappointment of Bernard Dupouy as a Director; › Reappointment of Christophe Pinault as a Director;

ORDINARY BUSINESS › Reports of the Board of Directors; › Reports of the Statutory Auditors; › Reviewand approval of the parent company financial statements for the year ended December 31, 2018; › Review and approval of the consolidated financial statements for the year ended December 31, 2018; › Appropriation of earnings for the year ended December 31, 2018 and setting of the dividend; › Approval of the agreements and commitments covered by Articles L.225-38 et seq. of the French Commercial Code; › 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; › Approval of the total compensation and benefits of any kind paid or granted to Laurent Mignon, Chief Executive Officer, for the period from January 1 to June 1, 2018, pursuant to Article L.225-100 of the French Commercial Code; › Approval of the total compensation and benefits of any kind paid or granted to Laurent Mignon, Chairman of the Board of Directors, for the period from June 1 to December 31, 2018, pursuant to Article L.225-100 of the French Commercial Code; › Approvalofthetotalcompensationandbenefitsofanykindpaidorgrantedto François Riahi, Chief Executive Officer, for the period fromJune 1 to December 31, 2018, pursuant to Article L.225-100 of the French Commercial Code; › Approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind of the Chairman of the Board of Directors for the 2019 fiscal year, pursuant to Article L.225-37-2 of the French Commercial Code; › Approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind of the Chief Executive Officer for the 2019 fiscal year, pursuant to Article L.225-37-2 of the French Commercial Code; › Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2018; › Ratification of the co-opting of Laurent Mignon as a Director; › Ratification of the co-opting of Nicole Etchegoïnberry as a Director; › Ratification of the co-opting of Christophe Pinault as a Director; › Ratification of the co-opting of Diane de Saint Victor as a Director; › Reappointment of Laurent Mignon as a Director; › Reappointment of Diane de Saint Victor as a Director; › Reappointment of BPCE as a Director;

› Appointment of Daniel deBeaurepaire as aDirector, to replacePhilippeSueur; › Ratification of the appointment of Henri Proglio as a non-voting Director; › Delegation of authority to the Board of Directors concerning the trading by the Company in its own shares;

EXTRAORDINARY BUSINESS › Delegation of authority to the Board of Directors to award free shares to employees and corporate officers of the Company and related companies, without preferential subscription rights; › Delegation to be granted to the Board of Directors to reduce the share capital by cancelling treasury shares; › Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, with preferential subscription rights maintained; › Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue, through a public offer, of shares and/ or securities providing access to the capital of theCompany or entitling holders to the allotment of debt securities, without preferential subscription rights; › Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue, through an offer as set out in Article L.411-2 (II) of the French Monetary and Financial Code, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights; › Delegation of powers to be granted to the Board of Directors to issue shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving equity securities or securities providing access to capital, without preferential subscription rights; › Delegation of authority to be granted to the Board of Directors to increase the share capital via the incorporation of reserves, retained earnings, premiums or other items; › Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights; › Delegation of authority to be granted to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favour of said members; › Powers to complete formalities.

Pursuant to Article R.225-84 of the French Commercial Code, shareholders wishing to ask written questions must, at the latest by four business days prior to the meeting, namely May 22, 2019, send their questions to Natixis, Secrétariat Général – Corporate Governance, BP 4, 75060 Paris Cedex 02, by registered letter with acknowledgment of receipt marked for the attention of the Chairman of the Board of Directors or by email to: assemblee.generale@natixis.com. In order to be considered, these questions must imperatively be accompanied by a certificate of registration.

RESOLUTIONS

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NATIXIS 2019 MEETING NOTICE

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