NATIXIS_REGISTRATION_DOCUMENT_2017

2 CORPORATE GOVERNANCE

Management and oversight of corporate governance

An authorizedproxy (namelythe shareholder’sspouseor another shareholder, a partner with whom the shareholder has a civil partnership, or any other individual or legal entity of his choice) may always represent a shareholderat Shareholders’Meetings. This proxymay not representanotherperson. Shareholders’ rights 2.3.4.4 In line with the provisions of Article L.225-105 of the French Commercial Code, one or more shareholders holding the requisite portion of the share capital may, subject to the conditions and time frames set by law, request the inclusion of items or draft resolutions on the agenda of the meeting by meansof registeredletter with acknowledgmentof receipt. In line with the provisions of Article 27 of the bylaws, each shareholdermay, subject to the terms and conditionsand at the times fixed by law, request a copy of the documentsneeded to allow him to reach an informedopinion on the managementand control of the Company. The nature of the documents and the terms and conditions for their dispatch or availability are determinedby law and regulations. In line with the provisions of Article 25 of the bylaws, and exceptionallyin the case of granting double voting rights to any fully paid-up shares for which a registered entry for two years under the same shareholder name is demonstrated under Article L.225-123 Section 3 of the French Commercial Code, each member of the meeting has a right to as many votes as they hold or are representedby shares. Identification of shareholders 2.3.4.6 In line with the provisions of Article 5 of the bylaws, the Companymay, subject to the conditionsprovided for by the laws and regulations in force, request from any authorized organization or intermediary, all information relating to the holders of shares conferring immediately, or in the future, the right to vote at Shareholders’ Meetings, notably their identity, nationality,address,the numberof shares that they own and the restrictionsthat may be placedon these shares. Any individual or legal entity that owns, directly or indirectly, alone or jointly, a 1% share of the voting rights (based on all voting rights attached to the shares, including those deprived of voting rights), or any multipleof this percentage,must notify the Company, by registered letter with acknowledgmentof receipt, of the number of voting rights that they possess. This notice must be made within a period of 15 days following each 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. Any shareholdersholdingmore than 1% of the voting rights, and having already declared their statutory threshold crossing, may obtain/consult the list of shareholders having crossed the statutory threshold from Natixis’ registered office or by contacting Natixis’ Investor Relations (30 avenue Pierre Mendès-France75013Paris). Conditions for exercising 2.3.4.5 voting rights

Ordinary General Shareholders’ Meetings (OGM) OGMs are held annually and their purpose is to inform shareholdersabout the running of the Company. Their principal objective is to give an opinion on the financial statementsof the previous fiscal year, to determine the appropriation of income, and to set the dividendand the conditionsfor its payment. OGMs may also be used to appoint or re-appoint directors and non-votingmembersas well as to appointor re-appointStatutory Auditors and, if necessary, ratify the co-opting of a member of the Board. Decisions are made by simple majority vote of the shareholders presentor representedat the meeting. Extraordinary General Shareholders’ Meeting (EGM) EGMs are convenedeach time there are decisions concerninga change in the bylaws, notably in the event of a financial transactionaffectingthe share capital. Decisions are made by a two-thirds majority vote of the shareholderspresentor representedat the meeting. Combined Shareholders’ Meetings (CSM) CSMs combine the two previous types of meetings (OGM and EGM) on the same date under the same noticeof meeting. Conditions for admission 2.3.4.3 Shareholders’ Meetings include all the shareholders whose securitieshave no outstandingpaymentsdue. Pursuant to Article R.225-85 of the French Commercial Code, those shareholderswho can prove their shares are in a custody account (pursuant to Section seven of Article L.228-1 of the French Commercial Code) in their name or in the name of an intermediaryacting on their behalf, either in the registeredshare accounts held by the Company or in the bearer share accounts held by their authorized intermediaries, no later than two working daysbefore the date of the meeting (by midnight Paris local time hereinafter referred to as D-2), may attend the meetings. 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, 12 midnight,Paris time. Under the terms and conditionsset forth by law and regulations, shareholdersmay 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, through remote transmission. 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.

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Natixis Registration Document 2017