NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION Natixis bylaws

the meeting in person and who have not received an admission card by D-2, twelve midnight Paris time. A shareholder may always be represented at General Shareholders’ Meetings by a duly authorized proxy. This proxy may not represent another person. Shareholders may vote by post or by proxy in accordance with the legal and regulatory provisions in force. In accordance with the decision of the Board of Directors, shareholders may participate in General Meetings by means of video-conferencing and may vote using all means of telecommunications and remote transmission, including the Internet, in accordance with the applicable regulations at the time of their use. This decision is disclosed in the notice of meeting published in the French official gazette ( Bulletin des Annonces Légales Obligatoires —BALO). Those shareholders who use the electronic voting form offered on the website created by the meeting organizer, 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 conditions defined in the first sentence of the second paragraph of Article 1316-4 of 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 considered irrevocable written documents that are enforceable in all cases, with the stipulation that in the event of the disposal of shares before the second business day preceding the meeting at zero hour, Paris time, the Company will, as a result, invalidate or 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 determined by law, are entitled to request, by registered mail with acknowledgment of receipt, or by email, the entry of draft resolutions onto the meeting’s agenda. 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 General Shareholders’ Meeting. Scrutineers’ duties are performed by the two attending shareholders holding the highest number of shares who accept this position. A register of attendance is kept in accordance with the regulations in force. General Shareholders’ Meetings vote on the quorum and majority conditions stipulated by law. The Board of Directors may, at the time of the notice, decide to publicly broadcast the entire meeting by video-conference or other telecommunication means. In this case, the decision is transmitted in the announcements and notices of the meetings. Article 23 – Agenda The agenda is drafted by the author of the notice.

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 shareholder for at least two years, each member of the meeting has a right to as many votes as they hold or are represented by shares. Article 26 – Minutes Decisions of the General Shareholders’ Meeting are recorded in minutes entered into a special register and signed by the officers of the meeting. Minutes are drafted and copies or extracts of proceedings are issued and certified in accordance with the regulations in force. Following the Company’s dissolution and during its liquidation, these copies or extracts are certified by one or more of the liquidators. Article 27 – Right of discovery All shareholders are entitled to receive, under the conditions and on the dates stipulated by law, the documents necessary to enable them to make an informed decision on the Company’s management and control. The nature of the documents and the terms and conditions for their dispatch or availability are determined by law and regulations. Shareholders are convened annually to an Ordinary General Shareholders’ Meeting by the Board of Directors, prior to the end of the fifth month following the close of the fiscal year, on the date, at the time and at the location stated in the notice of the meeting. Article 29 – Prerogatives The Ordinary General Shareholders’ Meeting, which must be held annually, hears the report on the Company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations. It discusses, approves, rejects or adjusts the financial statements and determines the profit to be distributed. It appoints the directors, the non-voting members and the Statutory Auditors. It determines the amount of the directors' fees to be allocated to the Board of Directors. It votes on all proposals entered onto the agenda. Extraordinary General Shareholders’ Meetings Article 30 – Prerogatives The Extraordinary General Shareholders’ Meeting may be convened at any time either by the Board of Directors or pursuant to any legal provision. It may amend any of the provisions of these bylaws, in particular it can increase or reduce the share capital, extend the Company’s duration or decide its early dissolution, however, it cannot change the Company’s nationality or increase the shareholders’ commitments. Ordinary General Shareholders’ Meetings Article 28 – Date of the meeting

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Natixis Registration Document 2018

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