NATIXIS_REGISTRATION_DOCUMENT_2017
7 LEGAL INFORMATION Natixis bylaws
Natixis bylaws 7.1
Natixis A joint stock company (société anonyme) with share capital of €5,021,289,259.20. Registered office: 30, avenue Pierre Mendès France – 75013 Paris 542 044 524Paris TradeRegistry. Bylaws Chapter I: Form of the Company – Name – Registered Office – Duration – Corporate Purpose The Companyis a joint stock company(société anonyme)with a Board of Directors. It is governed by the regulations governing commercial companies, by the provisions of the French Monetary and Financial Code (Code monétaire et financier) and by these bylaws. The nameof the Companyis “Natixis”.The Company’sregistered office is in Paris (13th district), at 30, avenue Pierre Mendès France. The term of the Company, created on November 20,1919, was raised to 99 years beginning on November 9,1994, unless it is extendedor dissolvedearly. Article 2 – Corporate Purpose The corporatepurpose,in Franceand elsewherecomprises: the conduct of all banking business and related businessesas a per the bankinglaw; the provision of all investment services as defined in the a FrenchMonetaryand FinancialCode; the performanceof the specific assignmentsentrustedby the a French State in the economic and financial area, in the frameworkof specialagreements; the performanceof all brokeragebusiness; a the acquisition of interests in companies, groups or a associations with a direct or indirect connection with the activitiesreferredto above; as well as the execution of all private and commercial a transactions. Chapter II: Share capital – Shares – Payments Article 3 – Share capital The share capital has been set at €5,021,289,259.20 divided into 3,138,305,787 fullypaid-upsharesof €1.60each. Article 4 – Form and transfer of shares Shares in the Company may either be registered shares or identifiablebearershares,at the shareholder’sdiscretion. They are registered in share accounts and are transferred accordingto the terms providedfor by law and regulations. Article 1 – Legal form – Name – Registered office and duration
Article 5 – Identification of the shareholders The Company may, under the conditions stipulated by the legislative and regulatory provisions in force, request of any organization or authorized intermediary communication of all information regarding the holders of securities conferring immediately or in the future voting rights in its Shareholders’ Meetings, in particular their identity, nationality, address, the number of securities they own and the restrictions to which these securitiesmay be subject. Any individualor legal entity owningdirectlyor indirectly,alone or jointly,a fractionof 1% of the votingrights (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 Companyby registeredletter with acknowledgmentof receipt of the number of votes they possess. This notice must be made withina periodof 15 daysfollowingeach acquisitionor sale of this fraction. In the event of non-compliancewith the notificationrequirement 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 exceedingthe fractionwhich shouldhave been declaredwill lose their voting rights for a period of two years following the notificationcompliancedate. Article 6 – Indivisibility of shares The sharesare indivisiblefrom the Company’sperspective. Joint owners are required to be representedto the Companyby a singlepersonchosenamongthemor by a sole proxy. Article 7 – Rights and obligations attached to the shares Exceptfor the rightswhichmay be grantedto preferredshares,if any were created,each share entitles its owner to a share in the ownershipof the Company’sassets which is proportionalto the number of shares issued. Shareholdersshall be liable for losses only to the extent of their contributionsto the Company’sshare 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 GeneralShareholders’Meeting. Article 8 – Modification of the capital The share capital may be increased,amortizedor 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 conditionsstipulatedby the regulationsin force.
Chapter III: Administration and control of the Company Section I: Board of Directors
Article 9 – Structure of the Board of Directors TheCompanyis managedby a Boardof Directors,composedof at least three (3) directorsand no more than eighteen(18) directors,
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Natixis Registration Document 2017
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