NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Natixis bylaws

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 remainingin his predecessor’sterm, subject to ratification by the next GeneralShareholders’Meeting. When it has been established,in accordancewith the regulations in force, that the percentageof the capital owned by employee shareholders exceeds the threshold established by law, a director is appointed by the Ordinary General Shareholders’ Meetingfrom among the candidatesdesignatedfor 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 maximumnumber of directors referred to in the first paragraphof this Article. The director appointed in this capacity sits on the Board of Directorsand is entitled to vote. He is subject to the same rights and obligationsas the Company'sother 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 percentageis 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 hundredand forty (140) Companyshares. Directorsare appointedfor 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 statementsof the past fiscal year, held the year during whichhis termexpires. 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 determinesthe Chairman’scompensation. 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 statementsof the past fiscal year during which the Chairmanreachedthe 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 GeneralShareholders’Meeting. He sees to the smooth operation of the Company’sbodies and makes sure in particular that the directors are able to perform their duties. The Board of Directors convenes as often as the Company’sinterests and legal and regulatory provisions so require, upon notice from its Chairman, either at the registeredoffice or at any other location indicated in the notice,whichmay be sent by email. The Boardmay also be convenedby the Chairmanat the request of at least one-third of the directors, or at the request of the 11.1 Article 11 – Meetings of the Board of Directors

Chief Executive Officer, on the basis of a specific agenda. The Chairmanis boundby the requestsmade in this manner. Subject to an emergency such as defined below and the case referred to in Article 14 below, the Board of Directors must be convenedwith reasonablenotice prior to the scheduled date of the meeting. Notices of meetings shall include the detailed agendafor the meeting. Prior to the meeting, and with sufficient notice, the directors must be given the information enabling them to make an enlighteneddecision. Meetings of the Board of Directors are chaired by the Chairman of the Board of Directors or, in his absence, by the oldest directoror by one of the Vice-Chairmen,as the casemay be. The Boardof Directorsmay appointa Secretary,whomay or may not be selectedfromamong its members. Decisions are made at a majority of the votes of the members present or represented. In the event of a tie, the vote of the Chairman of the meeting is the casting vote, except for the appointmentof the Chairmanof the Boardof Directors. The Board takes valid decisions only if at least one-half of its membersare presentor deemedpresent. The Board of Directors establishes Internal Rules which may stipulate that, except for adopting decisions concerning the preparation of the annual financial statements and the management report as well as for preparing the consolidated financial statements and the group’s management report, the directors who participate in the Board Meeting by videoconferenceor by using telecommunicationmeans, under the conditionspermittedor requiredby law and the regulationsin force, are deemed present for calculating the quorum and the majority. Minutesof meetingsof the Board of Directorsshall be prepared, and copies or extracts thereof shall be issued and certified in accordancewith the law. In the event of an emergency as defined below 11.2 (“Emergency”), the following accelerated procedure may be applied. An emergencyis definedas an exceptionalsituation(i) subjectto short notice, imposed by a third party on pain of foreclosure, where non-compliancemight incur damagesfor the Companyor one of its main subsidiaries,or (ii) requiringa rapid responsefrom the Company which is incompatiblewith the application of the usual noticeperiodsfor the Boardof Directors. In the event of an Emergency,the notice and conveningperiods of the Board of Directors are not subject to Article 11.1 above, providedthat the Chairmanof the Company’sBoard of Directors has: given prior notice to the directors providing the reason for the a Emergencyas per the foregoingdefinition;and provided all directors, along with the notice of said meeting, a with all the necessaryinformationfor their analysis. The Board of Directors defines the guidelines for the Company’sactivitiesand overseestheir implementation. Within the limits of the corporate purpose and the powers expressly granted by law or these by-laws to General Shareholders’ Meetings, the Board concerns itself with any matter relating to good business practice and governs the business of the Company through its deliberations. The Board of Directors performs the controlsand checksit deemsappropriate. 12.1 Article 12 – Powers of the Board of Directors

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Natixis Registration Document 2017