NATIXIS_REGISTRATION_DOCUMENT_2017

LEGAL INFORMATION Natixis bylaws

Those shareholderswho use the electronic voting form offered on the websitecreatedby the meetingorganizer,by the required deadline, are considered present or represented shareholders. The electronic form can be filled out and signed directly on that site by any process provided for by the Board of Directors that meets the conditionsdefined in the first sentenceof the second paragraphof Article 1316-4of the French Civil Code (i.e. the use of a reliable identification procedure guaranteeing that the signature is linked to the form), which may consist of a user name and password. The proxy or vote cast before the meeting by this electronic method, as well as the receipt that is issued for it, will be consideredirrevocablewrittendocumentsthat are enforceablein all cases, with the stipulationthat in the event of the disposal of shares before the secondbusinessday precedingthe meetingat zero hour, Paris time, the Companywill, as a result, invalidateor change, depending on the case, the proxy or vote cast before that date and time. One or more shareholders, representing at least the required portion of the share capital and acting on the conditions and within the deadlines determinedby law, are entitled to request, by registeredmail with acknowledgmentof receipt, or by e-mail, the entry of draft resolutions ontothe meeting’sagenda. Article 24 – Conduct of General Shareholders’ Meetings Shareholders’ Meetings are chaired by the Chairman of the Board of Directors,or in the event of his absence,by one of the Deputy Chief Executive Officers, or by a director appointed by the GeneralShareholders’Meeting. Scrutineers’ duties are performed by the two attending shareholdersholding the highest number of shares who accept this position. A register of attendance is kept in accordance with the regulationsin force. General Shareholders’Meetingsvote on the quorumand majorityconditionsstipulatedby law. The Board of Directorsmay, at the time of the notice, decide to publicly broadcast the entire meeting by videoconference or telecommunicationmeans. This decision is transmitted, as the case may be, in the announcements and notices of the meetings. Article 25 – Voting rights As an exception to Article L.225-123 Paragraph 3 of the French Commercial Code, whereby a voting right equivalent to twice that attributed to other shares may be attributed to fully paid-up shares which have been registered in the name of the same shareholderfor at least two years, each member of the meeting has a right to as many votes as they hold or are representedby shares. Article 26 – Minutes Decisions of the General Shareholders’Meeting are recorded in minutesentered into a special registerand signedby the officers of the meeting. Minutes are drafted and copies or extracts of proceedings are issuedand certifiedin accordancewith the regulationsin force. Following the Company’s dissolution and during its liquidation, these copies or extracts are certified by one or more of the liquidators. Article 23 – Agenda The agendais draftedby the authorof the notice.

They may be appointed temporarily by the Board of Directors subject to the ratification by the next General Shareholders’ Meeting. They may receive compensation, the amount of which is determinedby the Boardof Directors. Article 19 – Statutory Auditors The primary and substitute Statutory Auditors are appointed by the OrdinaryGeneralShareholders’Meetingunder the conditions stipulated by law. They are vested with the duties and powers conferredupon themby the laws in force. Chapter IV: General Shareholders’ Meetings Common Provisions Article 20 – General Shareholders’ Meetings The shareholders’decisions are made in General Shareholders’ Meetings,whichare qualifiedas ordinaryor extraordinary. Article 21 – Notices General Shareholders’Meetings are convened by the Board of Directorsor, failing this, under the conditionsof Article L.225-103 of the French Commercial Code. Notices are made under the conditionsdeterminedby the regulationsin force. Article 22 – Admission to General Shareholders’ Meetings – Powers Shareholders’ Meetings include all the shareholders whose securitieshave no outstandingpaymentsdue. In accordance with Article R.225-85of the French Commercial Code, the right to take part in the GeneralShareholders’Meeting is subject to the registrationof the shares in the accounts in the name of the shareholderor brokerregisteredon his behalf on the second business day preceding the General Shareholders’ Meeting at twelve midnight, Paris time (D-2), or in the accounts of registeredshares kept by the Company,or in the accountsof bearershareskept by the authorizedbrokers. For holders of registered shares, such entry in the account by D-2 is sufficientto enablethemto attendthe meeting. With respect to holders of bearer shares, proof of their status as a shareholdermust be provided directly to the centralizingbody of the meeting by their authorized intermediariesthat hold their bearer share accounts. The intermediariesdo so by producing a certificatethat must be attachedto the voting form or admission card request in the name of the shareholderor the name of the registered intermediary acting on behalf of the shareholder. A certificate is also delivered to shareholderswho wish to attend the meeting in person and who have not received an admission card by D-2, twelvemidnight,Paris time. A shareholder may always be represented at General Shareholders’Meetings by a duly authorized proxy. This proxy may not representanotherperson. Shareholdersmay vote by post or by proxy in accordancewith the legal and regulatory provisions in force. In accordancewith the decision of the Board of Directors, shareholders may participate in General Meetings by means of video-conferencing and may vote using all meansof telecommunicationsand remote transmission, including the Internet, in accordance with the applicable regulations at the time of their use. This decision is disclosedin the notice of meetingpublishedin the Frenchofficial gazette ( Bulletin des Annonces Légales Obligatoires – BALO).

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Natixis Registration Document 2017