NATIXIS - 2018 Registration document and annual financial report

LEGAL INFORMATION Natixis bylaws

Chapter II: Share capital – Shares – Payments Article 3 – Share capital The share capital has been set at €5,044,925,571.20 divided into 3,153,078,482 fully paid-up shares of €1.60 each. Article 4 – Form and transfer of shares Shares in the Company may either be registered shares or identifiable bearer shares, at the shareholder’s discretion. They are registered in share accounts and are transferred according to the terms provided for by law and regulations. Article 5 – Identification of the shareholders The Company may, under the conditions stipulated by the legislative and regulatory provisions in force, request any organization or authorized intermediary to communicate all information regarding the holders of securities conferring immediately or in the future voting rights in its Shareholders’ Meetings, namely their identity, nationality, address, how many securities they own and the restrictions to which these securities may be subject. Any individual or legal entity owning directly or indirectly, alone or jointly, a fraction of 1% of the voting rights (on the basis of all the voting rights attached to the shares, including those deprived of voting rights), or any multiple of this percentage, shall notify the Company by registered letter with acknowledgment of receipt of the number of votes they possess. This notice must be made within a period of 15 days following each acquisition or sale of this fraction. In the event of non-compliance with the notification requirement provided for in the previous paragraph and upon request, recorded in the minutes of the meeting from a shareholder representing at least 1% of the voting rights, the shares exceeding the fraction which should have been declared will lose their voting rights for a period of two years following the notification compliance date. Article 6 – Indivisibility of shares The shares are indivisible from the Company’s perspective. Joint owners are required to be represented to the Company by a single person chosen among them or by a sole proxy. Except for the rights which may be granted to preferred shares, if any were created, each share entitles its owner to a share in the ownership of the Company’s assets which is proportional to the number of shares issued. Shareholders shall be liable for losses only to the extent of their contributions to the Company’s share capital. The rights and obligations attached to a share follow it. Ownership of a share implies, by the operation of law, acceptance of the Company’s bylaws and of the resolutions voted by the General Shareholders’ Meeting. Article 8 – Modification of the capital The share capital may be increased, amortized or reduced by all procedures and according to all means authorized by law and regulations. The new shares subscribed will be paid-up according to the decisions voted by the General Shareholders’ Meeting or the Board of Directors. Failure to pay-up the shares is sanctioned under the conditions stipulated by the regulations in force. Article 7 – Rights and obligations attached to the shares

Chapter III: Administration and control of the Company Section I: Board of Directors Article 9 – Structure of the Board of Directors The Company is managed by a Board of Directors, composed of at least three (3) directors and no more than eighteen (18) directors, subject to the departures stipulated by law in the event of a merger. The directors are appointed by the Ordinary General Shareholders’ Meeting; however, the Board has the right, in the event of the vacancy of one or more seats, due to death or resignation, to appoint replacements temporarily, each for the period remaining in his predecessor’s term, subject to ratification by the next General Shareholders’ Meeting. When it has been established, in accordance with the regulations in force, that the percentage of the capital owned by employee shareholders exceeds the threshold established by law, a director is appointed by the Ordinary General Shareholders’ Meeting from among the candidates designated for this purpose by the Supervisory Board of the employee mutual fund(s). The director appointed in this capacity is not taken into account in calculating the maximum number of directors referred to in the first paragraph of this Article. The director appointed in this capacity sits on the Board of Directors and is entitled to vote. He is subject to the same rights and obligations as the Company's other directors. The number of directors who are over the age of 70 shall not exceed one-third of the number of directors in office. When this percentage is exceeded, the oldest of the directors leaves office at the end of the next Ordinary General Shareholders’ Meeting. Throughout his term, each director shall own at least one hundred and forty (140) Company shares. Directors are appointed for a term of four (4) years. They may be re-elected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year, held the year during which his term expires. Article 10 – Chairman of the Board of Directors The Board of Directors elects a Chairman who must be an individual, selected from among its members. The Chairman is elected for the duration of his term as director and may be re-elected. It determines the Chairman’s compensation. The Board of Directors may, on the proposal of the Chairman, elect one or more Vice-Chairman (Vice-Chairmen) from among its members. The Chairman's duties end at the latest at the end of the Ordinary General Shareholders' Meeting convened to approve the financial statements of the past fiscal year during which the Chairman reached the age of sixty-five. The Chairman is responsible for convening the Board of Directors. He organizes and conducts its work, on which he reports to the General Shareholders’ Meeting. He sees to the smooth operation of the Company’s bodies and makes sure in particular that the directors are able to perform their duties.

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Natixis Registration Document 2018

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