NATIXIS - 2018 Registration document and annual financial report

LEGAL INFORMATION Natixis bylaws

By way of exception, the first Board Meeting will be held immediately after the Combined General Shareholders’ Meeting of April 30, 2009, and the choice of the Senior Management procedure will be made with an ordinary quorum (at least one-half of the directors present or represented). The shareholders and third parties are informed of this choice under the conditions defined by the legal and regulatory provisions in force. When the Company’s Senior Management is handled by the Chairman of the Board of Directors, the following provisions concerning the Chief Executive Officer will apply to the Chairman of the Board of Directors, who will assume the title of Chairman and Chief Executive Officer. Article 15 – Chief Executive Officer The Chief Executive Officer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved for Shareholders’ Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules. He represents the Company in its relations with third parties. The Board of Directors may appoint a Chief Executive Officer from among the directors or outside their ranks. The Board of Directors determines the compensation and term in office of the Chief Executive Officer, which shall not exceed that of his term as director when he is a Board member. The Chief Executive Officer may be dismissed by the Board of Directors at any time. The Board of Directors may limit the powers of the Chief Executive Officer. However, the limitation of these powers is not enforceable against third parties. The Chief Executive Officer may delegate a portion of his powers to any corporate officer of his choosing, with or without the option of substituting one 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 directors or outside their ranks, in charge of assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer. In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers conferred upon the Deputy Chief Executive Officers. They have the same powers with respect to third parties as the Chief Executive Officer. When a Deputy Chief Executive Officer is a director, his term in office shall not exceed his term on the Board. Deputy Chief Executive Officers may be dismissed at any time by the Board of Directors on the proposal of the Chief Executive Officer. The compensation of the Deputy Chief Executive Officer(s) is determined by the Board of Directors. Article 17 – Liability of directors Directors are liable vis-à-vis the Company or third parties, either for breaches of the legal or regulatory provisions governing joint stock companies, or for breaches of these bylaws, or for misconduct in their management, under the conditions and subject to the penalties stipulated by the laws in force.

Section III: Control Article 18 – Non-voting members The Ordinary General Shareholders’ Meeting may appoint one or more non-voting members. Non-voting members are appointed for a term of 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. 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 determined by the Board of Directors. Article 19 – Statutory Auditors One or several primary Statutory Auditors and, if applicable, one or several substitute Statutory Auditors, are appointed by the General Shareholders’ Meeting in accordance with the law. They are vested with the duties and powers conferred upon them by 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, which are qualified as ordinary or extraordinary. Article 21 – Notices General Shareholders’ Meetings are convened by the Board of Directors or, failing this, under the conditions of Article L.225-103 of the French Commercial Code. Notices are made under the conditions determined by the regulations in force. Article 22 – Admission to General Shareholders’ Meetings – Powers Shareholders’ Meetings include all the shareholders whose securities have no outstanding payments due. In accordance with Article R.225-85 of the French Commercial Code, the right to take part in the General Shareholders’ Meeting is subject to the registration of the shares in the accounts in the name of the shareholder or broker registered on his behalf on the second business day preceding the General Shareholders’ Meeting at twelve midnight, Paris time (D-2), or in the accounts of registered shares kept by the Company, or in the accounts of bearer shares kept by the authorized brokers. For holders of registered shares, such entry in the account by D-2 is sufficient to enable them to attend the meeting. With respect to holders of bearer shares, proof of their status as a shareholder must be provided directly to the centralizing body of the meeting by the authorized intermediaries holding their bearer share accounts. The intermediaries do so by producing a certificate that must be attached to the voting form or admission card request in the name of the shareholder or the name of the registered intermediary acting on behalf of the shareholder. A certificate is also delivered to shareholders who wish to attend

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Natixis Registration Document 2018