NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION Natixis bylaws

provided all directors, along with the notice of said j meeting, with all the necessary information for their analysis.

Article 11 – Meetings of the Board of Directors

11.1

The Board of Directors convenes as often as the Company’s 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. 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”), 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 j for the Emergency as per the foregoing definition; and

Article 12 – Powers of the Board of Directors

12.1

The Board of Directors defines the guidelines for the 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. In addition to the operations referred to by law and regulations in force, the Internal Rules of the Board of Directors will determine the decisions which will be subject to the prior approval of the Board of Directors. The Board of Directors is qualified to decide or authorize the issuing of bonds and all other securities representing 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 conditions determined by the latter.

12.2

12.3

Article 13 – Compensation of the members of the Board of Directors

Directors' fees may be allocated to the Board of Directors by the General Shareholders' Meeting. The Board distributes them freely among its members. The Board may also allocate special compensation to the directors in the cases and conditions provided by law.

Section II: Senior Management Article 14 – Senior Management procedures

11.2

The Company’s Senior Management is the responsibility of either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors and bearing the title of Chief Executive Officer. The choice between these two methods for exercising Senior Management is made by the Board of Directors which may validly transact business only if: the agenda containing this item has been sent out at least a 15 days in advance of the Board Meeting; at least two-thirds of the directors are present or represented a at the meeting.

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Natixis Registration Document 2018