NATIXIS - 2018 Registration document and annual financial report

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

After in-depth discussions with the businesses and support functions involved, the Senior Management Committee approved the main management decisions, and reviewed and approved the budget, capital trajectory, Risk Appetite Framework, internal stress tests and ICAAP report. In addition, it approved the terms and conditions governing mandatory annual negotiations and the compensation review policy, the appointment of senior executives and managers, and all significant projects or investments. It also examined and approved several reorganization projects, particularly for Natixis Investment Managers with the creation of Ostrum Asset Management, or for the Risk division, which became the Risk Monitoring division. Furthermore, the Senior Management Committee monitored the management, risk management and compliance measures within Natixis, and regularly reviewed changes in the Company’s risks, as well as the consequences of audits. It paid special attention to cybersecurity issues. The creation of the Natixis Code of Conduct was accompanied by the training of all employees and the formation of a Conduct Committee, which met quarterly. Finally, the Senior Management Committee encouraged the business lines to adopt measures to combat climate change. This included the Green Weighting Factor project, which led to a favorable adjustment of risk-weighted assets for transactions that have a positive impact on climate and the environment, and an unfavorable adjustment for those that have a negative impact. Another commitment was made in Personal Insurance. Natixis Assurances decided to align its investment policy with the 2°C target set by the Paris Accord: each year, it will devote nearly 10% of its investments to the acquisition of green assets, with a target of 10% green assets as a percentage of all outstanding assets no later than 2030. Convocation procedure 2.3.4.1 General Shareholders’ Meetings are convened by the Board of Directors or, failing this, under the conditions of Article L.225-103 of the French Commercial Code. Notices of meeting are prepared in accordance with the conditions laid out in the applicable regulations (Article 21 of the bylaws). Meetings take place either at the registered office or at another location specified in the notice. Different types of meetings 2.3.4.2 Shareholders’ Meetings may take the form of Ordinary, Extraordinary or Combined Meetings depending on the items on the agenda. Ordinary General Shareholders’ Meetings (OGM) OGMs are held annually and their purpose is to inform shareholders about the running of the Company. Their principal objective is to give an opinion on the financial statements of the previous fiscal year, to determine the appropriation of income, and to set the dividend and the conditions for its payment. OGMs may also be used to appoint or re-appoint directors, non-voting members and Statutory Auditors and, if necessary, ratify the co-option of a member of the Board. GENERAL SHAREHOLDERS’ 2.3.4 MEETINGS

Decisions are made by simple majority vote of the shareholders present or represented at the meeting.

Extraordinary General Shareholders’ Meeting (EGM) EGMs are convened each time there are decisions concerning a change in the bylaws, notably in the event of a financial transaction affecting the share capital. Decisions are made by a two-thirds majority vote of the shareholders present or represented at the meeting. Combined Shareholders’ Meetings (CSM) CSMs combine the two previous types of meetings (OGM and EGM) on the same date under the same notice of meeting. Conditions for admission 2.3.4.3 Shareholders’ Meetings include all the shareholders whose securities have no outstanding payments due. Pursuant to Article R.225-85 of the French Commercial Code, those shareholders who can prove their shares are in a custody account (pursuant to Section 7 of Article L.228-1 of the French Commercial Code) in their name or in the name of an intermediary acting on their behalf, either in the registered share accounts held by the Company or in the bearer share accounts held by their authorized intermediaries, no later than two working days before the date of the meeting (by midnight Paris local time hereinafter referred to as D-2), may attend the meetings. An authorized proxy (namely the shareholder’s spouse or another shareholder, a partner with whom the shareholder has a civil partnership, or any other individual or legal entity of their choice) may always represent a shareholder at Shareholders’ Meetings. This proxy may not represent another person. For holders of registered shares, an entry in the registered share accounts by D-2 is sufficient to enable them to attend the meeting. With respect to holders of bearer shares, proof of their status as a shareholder must be provided directly to the centralizing body of the meeting by the authorized intermediaries that hold their bearer share accounts. The intermediaries do so by producing a certificate that must be attached to the voting form or admission card request in the name of the shareholder or the name of the registered intermediary acting on behalf of the shareholder. A certificate is also delivered to shareholders who wish to attend the meeting in person and who have not received an admission card by D-2, midnight Paris time. Under the terms and conditions set forth by law and regulations, shareholders may send their proxy and absentee voting ballots, either in paper format or, on the decision of the Board of Directors published in the notices of meeting, electronically. The Board of Directors may also decide that shareholders may participate and vote at any General Shareholders’ Meeting by conference call or electronic transmission under the terms and conditions set by the regulations. Shareholders’ rights 2.3.4.4 In line with the provisions of Article L.225-105 of the French Commercial Code and subject to the conditions and time frames set by law, one or more shareholders holding the requisite portion of share capital may request, by means of registered letter with acknowledgment of receipt, that items or draft resolutions be included on the meeting agenda.

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Natixis Registration Document 2018