NATIXIS - Universal registration document and financial report 2019

9 LEGAL AND GENERAL INFORMATION Natixis bylaws

Meetings of the Board of Directors are chaired by the Chairman of the Board of Directors or, in his absence, by the oldest director or by one of the Vice-Chairmen, as the case may be. The Board of Directors may appoint a Secretary, who may or may not be selected from among 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 appointment of the Chairman of the Board of Directors. The Board takes valid decisions only if at least one-half of its members are present or deemed present. 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 video-conference or by using telecommunication means, under the conditions permitted or required by law and the regulations in force, are deemed present for calculating the quorum and the majority. Minutes of meetings of the Board of Directors shall be prepared, and copies or extracts thereof shall be issued and certified in accordance with the law. In the event of an emergency as defined below (“Emergency”), 11.2 the following accelerated procedure may be applied. An Emergency is defined as an exceptional situation (i) subject to short notice, imposed by a third party under penalty of foreclosure, where non-compliance might incur damages for the Company or one of its main subsidiaries, or (ii) requiring a rapid response from the Company which is incompatible with the application of the usual notice periods for the Board of Directors. In the event of an Emergency, the notice and convening periods of the Board of Directors are not subject to Article 11.1 above, provided that the Chairman of the Company’s Board of Directors has: given prior notice to the directors providing the reason for the V Emergency as per the foregoing definition; and provided all directors, along with the notice of said Board V Meeting, with all the necessary information for their analysis. Article 12 — Powers of the Board of Directors The Board of Directors defines the guidelines for the 12.1 Company’s activities and oversees their implementation. Within the limits of the corporate purpose and the powers expressly granted by law or these bylaws 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 controls and checks it deems appropriate. The Chairman or the Chief Executive Officer is required to provide each director with all the documents and information necessary for the performance of 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 structure and powers of these Committees, which conduct their activities under its responsibility.

When it has been established, in accordance with the regulations in force, that the percentage of the capital owned by employee shareholders exceeds the threshold established by law, a director is appointed by the Ordinary General Shareholders’ Meeting from among the candidates designated for 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 maximum number of directors referred to in the first paragraph of this Article. The director appointed in this capacity sits on the Board of Directors and is entitled to vote. He is subject to the same rights and obligations as the Company’s other 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 percentage is 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 hundred and forty (140) Company shares. Directors are appointed for 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 statements of the past fiscal year, held the year during which his term expires. 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 determines the Chairman’s compensation. 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 statements of the past fiscal year during which the Chairman reached the 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 General Shareholders’ Meeting. He sees to the smooth operation of the Company’s bodies and makes sure in particular that the directors are able to perform their duties. Article 11 — Meetings of the Board of Directors The Board of Directors convenes as often as the Company’s 11.1 interests and legal and regulatory provisions so require, upon notice from its Chairman either at the registered office or at any other location indicated in the notice, which may be sent by email. The Board may also be convened by the Chairman at the request of at least one-third of the directors, or at the request of the Chief Executive Officer, on the basis of a specific agenda. The Chairman is bound by the requests made 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 convened with reasonable notice prior to the scheduled date of the meeting. Notices of meetings shall include the detailed agenda for the meeting. Prior to the meeting, and with sufficient notice, the directors must be given the information enabling them to make an enlightened decision.

538

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019