NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION Natixis bylaws

The Chairman or the Chief Executive Officer is required to provide each director with all the documents and information necessaryfor the performanceof his duties. On the proposal of its Chairman, the Board of Directors may decide to create Committees within the Board responsible for reviewing issues which the Board itself or its Chairman submits to them for their examination and opinion. It determines the structureand powers of these Committees,which conduct their activitiesunder its responsibility. In addition to the operations referred to by law and 12.2 regulations in force, the Internal Rules of the Board of Directors will determine the decisions which will be subjectto the prior approvalof the Boardof Directors. The Board of Directorsis qualifiedto decide or authorize 12.3 the issuingof bonds and all other securitiesrepresenting debt securities. The Board of Directors may delegate, to any person of its choosing, the necessary rights to complete, within a period of one year, the issue of such securities and to draw up the procedures. The designated persons report to the Board of Directors under the conditionsdeterminedby the latter. Article 13 – Compensation of the members of the Board of Directors Directors'fees may be allocatedto the Board of Directorsby the General Shareholders' Meeting. The Board distributes them freely among its members. The Board may also allocate exceptional compensation to the directors in the cases and subject to the conditions provided by law. Section II: Senior Management Article 14 – Senior Management procedures The Company’s Senior Management is the responsibility of either the Chairmanof the Board of Directors,or that of another individualappointedby the Board of Directorsbearing the title of Chief ExecutiveOfficer. The choice between these two Senior Managementprocedures is made by the Board of Directorswhichmay take valid decisions only if: the agenda containing this item has been sent out at least a 15 daysin advanceof the BoardMeeting; at least two-thirds of the directors are present or represented a at the meeting. By way of exception, the first Board Meeting will be held immediatelyafter the CombinedGeneral Shareholders’Meeting of April 30, 2009, and the choice of the Senior Management procedure will be made with an ordinary quorum (at least one-halfof the directorspresentor represented). The shareholders and third parties are informed of this choice under the conditions defined by the legal and regulatory provisionsin force. When the Company’s Senior Management is handled by the Chairman of the Board of Directors, the following provisions concerningthe Chief ExecutiveOfficerwill apply to the Chairman of the Board of Directors,who will assume the title of Chairman and Chief ExecutiveOfficer.

exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved for Shareholders’Meetingsand the Board of Directorsby law and to the provisions and restrictions stipulated by the Internal Rules. He representsthe Companyin its relationswith third parties. The Board of Directors may appoint a Chief Executive Officer fromamongthe directorsor outsidetheir ranks. The Board of Directorsdeterminesthe compensationand term in office of the Chief ExecutiveOfficer,which shall not exceed that of histermas directorwhenhe isa Board member. The Chief Executive Officer may be dismissed by the Board of Directorsat any time. The Board of Directors may limit the powers of the Chief ExecutiveOfficer.However,the limitationof these powers is not enforceableagainstthird parties. The Chief ExecutiveOfficermay delegatea portionof his powers to any corporate officer of his choosing, with or without the optionof substitutingone for another. Article 16 – Deputy Chief Executive Officers On the proposal of the Chief Executive Officer, the Board of Directors may appoint one to five individuals selected from among the directorsor outside their ranks, in charge of assisting the Chief Executive Officer, with the title of Deputy Chief ExecutiveOfficer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief ExecutiveOfficers. They have the same powers with respect to third parties as the Chief ExecutiveOfficer. When a Deputy Chief ExecutiveOfficer is a director, his term in office shall not exceedhis termon the Board. Deputy Chief Executive Officers may be dismissed at any time by the Board of Directorson the proposal of the Chief Executive Officer. The compensation of the Deputy Chief Executive Officer(s) is determinedby the Boardof Directors. Article 17 – Liability of directors Directors are liable vis-à-vis the Company or third parties, either for breaches of the legal or regulatoryprovisionsgoverning joint stock companies, or for breaches of these bylaws, or for misconduct in their management, under the conditions and subjectto the penaltiesstipulatedby the laws in force. Section III: Control Article 18 – Non-voting members The OrdinaryGeneral Shareholders’Meetingmay appoint one or more non-votingmembers. Non-votingmembersare appointedfor a termof four (4) years.A non-voting member’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year, held in the year during which his term expires. Non-voting members may be re-elected and may be dismissed by the General Shareholders’ Meeting. Non-voting members receive the same information as the directors, and are convened to all meetings of the Board of Directors. They sit on the Board of Directors in an advisory capacity.

Article 15 – Chief Executive Officer

The Chief ExecutiveOfficer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He

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Natixis Registration Document 2017