NATIXIS - Meeting notice combined general shareholder's meeting

Resolution twenty-seven thus seeks to grant the Board of Directors the authority to decide to increase the share capital (immediately or at some time in the future), with preferential subscription* rights maintained. Resolutions twenty-eight, twenty-nine, thirty and thirty-three seek to grant the Board of Directors the authority to decide to increase the share capital (immediately or at some time in the future), by various means – without preferential subscription* rights maintained. Your Board of Directors asks that you grant it, for some of these resolutions, the authority to waive these preferential subscription rights. This cancellation could be preferable, even necessary, to issue shares under the best conditions, taking account of market conditions, the nature of the investors concerned by the issue and the type of securities issued, for example, when speed is essential to the success of an issue or when an issue is made on foreign financial markets. Waiving preferential subscription rights may lead to the raising of more capital due to more favourable terms of issue. Finally, the law provides for this cancellation in some circumstances: in particular, the voting of a delegation to authorize your Board of Directors to issue shares reserved for members of employee savings plans (resolution thirty-three) would lead, by law, to the waiving of preferential subscription rights to the advantage of the beneficiaries of these issues. The overall par value limit of these capital increases will not exceed €1.5 billion, divided into a par value sub-limit of €1.5 billion for capital increases with preferential subscription rights and a par value sub-limit of €500 million, i.e. around 10% of the share capital, for capital increases without preferential subscription rights. These capital increases may be carried out either through the issue of shares or through the issue of securities giving access to the share capital or entitling holders to the allotment of debt securities. Under certain circumstances, the Board of Directors may (see below the summary table on the financial resolutions submitted to the shareholders): ◆ decide to increase capital without preferential subscription rights through an offer as set out in Article L.411-2 (II) of the French Monetary and Financial Code: this is the aim of resolution twenty- nine. This resolution would authorize the Board of Directors to carry out private placement* transactions for qualified investors or a small circle of investors, within the maximum legal limit of 20% of the share capital per year; ◆ decide to increase capital with waiving of preferential subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue: this is the aim of resolution thirty. This resolution aims to authorize the Board of Directors to carry out merger and acquisition transactions through the issue of shares or securities giving access to capital in the Company as remuneration for contributions in kind to the Company in the form of shares or securities giving access to the capital; ◆ decide to increase capital via the incorporation of premiums, reserves, retained earnings or other items: this is the aim of resolution thirty-one. This resolution aims to authorize the Board of Directors to carry out, on one or several occasions, capital increases via the incorporation of premiums, reserves, retained earnings or other items for which this is allowable under general law and Company bylaws; ◆ decide to increase the number of securities to be issued, within the legal limits, in the event of capital increases with or without preferential subscription rights: this is the aim of resolution thirty-two; ◆ decide to increase the share capital with waiving of preferential subscription rights reserved for members of an employee savings plan, up to the par value limit of fifty (50) million euros: this is the purpose of resolution thirty-three. One of the objectives of an implementation of a capital increase reserved for members of an employee savings plan would be to strengthen this detention and involve employees closely in the Company's development.

For each of these delegations (other than that set out in resolution thirty- three), the Board of Directors cannot, unless granted prior authorization by the General Shareholders' Meeting, make use of the delegation of authority during the entire duration of a public offer launched on the Company's shares by a third party. If the Board of Directors makes use of an authority delegated to it by your General Shareholders' Meeting, it will establish, at the time of its decision, if necessary and in accordance with the law and the regulations, a supplementary report describing the final conditions of the transaction and indicating its impact on the situation of the holders of the capital stock or securities providing access to capital, particularly with respect to their share in equity. This report, along with any report by the Statutory Auditors, will be made available to the holders of the capital stock or securities providing access to capital and then brought to their attention at the next General Shareholders' Meeting. These delegations void, as applicable, any unused part of any prior delegated powers for the same purpose given to the Board of Directors. Resolution twenty-seven (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) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors' report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Article L.225-192-2 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: 1) Approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in France or abroad, in the proportions and at the time of its choosing, either in euros or in any other currency or currency unit established by reference to more than one currency, by issuing (i) shares, (ii) shares providing access to other shares, either existing or new, or providing access to Company debt securities and/or (iii) securities providing access to shares to be issued by the Company in return for payment or free of charge, and governed by Articles L.228-91 et seq. of the French Commercial Code, with the understanding that such shares or other securities may be subscribed for in cash, as payment for debt, or by the capitalization of reserves, retained earnings or premiums; 2) Approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to issue (i) securities providing access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital and/or (ii) shares providing access to existing equity securities or providing access to debt securities, of a third party company; 3) Resolves to set the following limits to capital increases authorized in the event of use by the Board of Directors of the present delegation:

* The "preferential subscription right" refers to the right of shareholders to subscribe for a number of new shares proportionate to their equity stake, for a minimum of five trading days from the start of the subscription period. This right may be transferred or traded throughout the subscription period.

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NATIXIS 2019 MEETING NOTICE