V A non-compete agreement, in the event that Mr. Mignon’s office as Chief Executive Officer is terminated, authorized by the Board of Directors’ Meeting of February 19, 2014 and approved by the Ordinary General Shareholders’ Meeting of May 20, 2014. This non-compete clause is limited to a period of six (6) months and is associated with an indemnity equal to 6 months of fixed compensation, as in force at the date on which the CEO leaves office (hereinafter referred to as the “Non-compete indemnity”).
It should be noted that, in the event a severance payment is made to the CEO, the total amount of this indemnity and the non-compete indemnity may not exceed a ceiling of twenty-four (24) months of Monthly reference compensation, as defined in the Commitment related to the severance payment.
It should also be noted that François Pérol does not receive any compensation - and particularly any variable compensation, multiannual variable compensation, extraordinary compensation, stock options, performance shares, indemnities for taking or leaving offi ce, supplementary pension scheme or any other type of benefi ts - in respect of his offi ce as Chairman of the Board of Directors.
Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2014 (resolution eight)
V key staff responsible for control functions (Internal Audit Department, Risk and Compliance) and other support functions who are not members of the management bodies listed above, i.e. 43 individuals; V key staff responsible for important business lines and foreign locations (excluding Asset Management and Insurance) who have not already been identified by the criteria mentioned above, i.e. 27 individuals; V individuals with authority to take, approve or veto a decision on credit risk exposure and who are responsible for market risk exposure exceeding materiality thresholds and who have not already been identified by the criteria above, i.e. 132 individuals.
The functions concerned include Senior bankers, heads of structured fi nance activities and, regarding capital market activities, structurers and sales.
The total amount of compensation paid to the above-mentioned Natixis employees during the fi scal year ended December 31, 2014, which due to the deferred payment of variable compensation and the system of deferred payment in place for the past three years is not equal to the compensation awarded for fi scal year 2014, amounted to €143.9 million (excluding employer social security charges). This amount includes the fi xed compensation paid in 2014, the variable compensation paid in 2014 for 2013, the variable compensation paid in 2014 for previous fi scal years (2010, 2011 and 2012) and the free shares granted in 2011 and 2012 and delivered in 2014.
Resolution nine asks the General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements provided for in Paragraph 3 of Article L.511-78 of the French Monetary and Financial Code, to resolve that the variable compensation paid to employees referred to in Article L.511-71 of the same Code may not double the amount of their fi xed compensation.
The scope of regulated employees will continue to be defi ned according to the criteria applied in 2014, and is subject to regulatory changes or adjustments relating to Natixis’ operations. The number of regulated employees should be similar to that of 2014, i.e. 260, and they should exercise similar functions to those described in the previous resolution.
Based on the scope of regulated employees in 2014, fi xed compensation is valued at €59 million excluding employer charges. As a reminder, variable compensation will remain under strict management (deferred and conditional payments, indexing to Natixis’ share performance).
Resolution ten asks the shareholders to ratify the decision made by the Board of Directors on February 18, 2015 to co-opt Anne Lalou as director (on the favorable opinion of the Appointments Committee at its meeting of February 6, 2015) to replace Christel Bories, who resigned, for her remaining term of offi ce, i.e. until the end of this General Shareholders’ Meeting.
Anne Lalou, age 51, has served as the Dean and Managing Director of Web School Factory since September 2012 (see Ms. Lalou’s résumé in Section 2.2 of Chapter 2, “Corporate Governance” of this registration document).
The Board of Directors would thus be authorized to set up a treasury share buyback program up to a limit of no more than 10% of the total number of shares comprising the Company’s share capital, or 5% of the total number of shares comprising the Company’s share capital acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer. The Company cannot under any circumstance own at any given time more than 10%
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 of the ordinary shares comprising its share capital. The objectives of these share purchases would be: V to implement a liquidity contract; V to award or transfer shares to the employees in respect of their share of the Company profits, Employee Savings plans or share buyback programs and to freely award shares or any other form of share allocation to members of the staff; V payment or exchange in connection with merger and acquisition transactions.
The maximum share price cannot exceed ten (10) euros per share.
Reduction in share capital through the cancellation of treasury shares held by the Company (resolution twelve)
As such, the General Shareholders’ Meeting is asked to renew these fi nancial delegations and authorizations, all of which grant your Board of Directors the responsibility for the fi nancial management of your Company by enabling it to increase capital through various means and for various reasons as outlined below and in the summary table that follows.
Resolutions fourteen, fi fteen, sixteen, and nineteen propose to grant the Board of Directors authority to decide whether to increase share capital (immediately or in the future) using a variety of methods with preferential subscription rights maintained and without preferential subscription rights, respectively.
Under certain circumstances, the Board of Directors may (see below the summary table on the fi nancial resolutions submitted to the shareholders): V decide to increase capital with waiving of preferential subscription rights through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code. This is the purpose of resolution fifteen. Approving this resolution would grant the Board of Directors the authority to carry out private placement* transactions in favor of qualified investors or of a restricted circle of investors within the legal limit of 20% of share capital per year; * The terms followed by an asterisk are defi ned in the index below.
V decide to increase capital with waiving of preferential subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue. This is the purpose of resolution sixteen. Approving this resolution would grant the Board of Directors the authority to carry out merger and acquisition transactions financed by shares or securities giving access to capital issued by the Company as remuneration for contributions in kind in favor of the Company involving capital stock or securities providing access to the Company’s capital; V decide to increase capital via the capitalization of premiums, reserves, retained earnings or other items. This is the purpose of resolution seventeen. Approving this resolution would grant the Board of Directors the authority to increase share capital, in one or more stages, via the capitalization of premiums, reserves, retained earnings or other items, as permitted by law and by the by-laws; V decide to increase the number of securities to be issued, within the legal limits, in the event of capital increases with or without preferential subscription rights. This is the purpose of resolution eighteen; V decide to carry out a capital increase without preferential subscription rights reserved for members of employee savings plans, up to a par value limit of fifty (50) million euros. This is the purpose of resolution nineteen. Such a capital increase reserved for members of savings plans would be aimed at strengthening the employees’ ownership stake and closely aligning the employees with the Company’s development.
If the Board of Directors makes use of an authority delegated to it by your General Shareholders’ Meeting, it will establish, at the time of its decision, if necessary and in accordance with the law and the regulations, a supplementary report describing the fi nal conditions of the transaction and indicating its impact on the situation of the holders of the capital stock or securities providing access to capital, particularly with respect to their share in equity. This report, along with any report by the Statutory Auditors, will be made available to the holders of the capital stock or securities providing access to capital and then brought to their attention at the next General Shareholders’ Meeting.
The Combined General Shareholders’ Meeting of May 26, 2011 authorized the Board of Directors to carry out a reverse split of Company stock, not subject to any time limitations. To date, this authorization has not been used. Furthermore, the reform of the regime governing fractional rights in listed companies effectively nullifi es the authorization granted in 2011.
The purpose of such a transaction, which would reduce the number of shares outstanding without changing the total capital of the issuing company, would be to lower the share’s volatility and to make it more similar in size to other major banking shares.
The reverse split would be carried out via the allocation of one new share with a nominal value of €11.20 for every seven (7) former shares with a nominal value of €1.60.
The reverse split transactions would begin on a date indicated in a reverse stock split notice published in the Bulletin des annonces légales obligatoires (French Bulletin for Mandatory Legal Announcements).
In order to comply with the AFEP-Medef Corporate Governance Code for listed companies to which Natixis refers, the term of office of directors would change from six to four years.
V Resolution twenty-three asks the General Shareholders’ Meeting to amend Article 25 of the by-laws, which concerns shareholders’ voting rights, to introduce an exception in regard to the automatic allocation of double voting rights for all fully paid-up shares deposited in registered accounts in the name of the same shareholder for two years as provided for in paragraph 3 of Article L.225-123 of the French Commercial Code. As such, Article 25 of the by-laws would be amended to state that each member of the General Shareholders’ Meeting is entitled to as many votes as the number of shares he owns or represents.
The purpose of this resolution is to ensure equal rights for Natixis’ shareholders.
Resolutions twenty-fi ve to thirty-four ask the Ordinary General Shareholders’ Meeting to renew the terms of offi ce of the following ten directors, which expire at the end of this General Shareholders’ Meeting: V François Pérol; V BPCE; V Thierry Cahn; V Laurence Debroux; V Michel Grass; V Anne Lalou; V Bernard Oppetit; V Henri Proglio; V Philippe Sueur; V Pierre Valentin; The directors’ terms of offi ce would be renewed for four (4) years to end after the Ordinary General Shareholders’ Meeting convened in 2019 to approve the fi nancial statements for the year ended December 31, 2018, subject to the adoption of resolution twenty-one by the General Shareholders’ Meeting.
The Appointments Committee delivered a favorable opinion on the renewal of these ten directors’ terms.
If resolutions twenty-fi ve to thirty-fi ve are adopted by this General Shareholders’ Meeting, Natixis’ Board of Directors will be composed of fi fteen (15) members, of which fi ve (5) will be independent directors, 27% will be women and 73% will be men.
Given the creation of new specialized Board of Directors committees in response to the legal requirements arising from the enactment of directive CRD4 into French law, and in view of the new skills of the Board of Directors set out by these legal requirements, and the expertise and specialization required of the directors, resolution thirty-six asks the General Shareholders’ Meeting to set the overall budget for annual directors’ fees allocated to directors at €650,000.
Possible objectives for share buybacks by your Company: V Implementing option plans to buy shares of the Company or similar plans
V Generally, honoring obligations related to stock option programs or other share allocations to employees or corporate offi cers of the issuer or a related company
V Tendering shares upon exercising rights attached to securities granting rights to capital*
V Canceling all or a portion of the securities bought back
V For liquidity contracts, the 10% ceiling is calculated net of the number of shares resold during the authorization period
V Overall amount allocated to the buyback program: approximately €3.1 bn
V Maximum purchase price of €10 per share (adjustable in the event of a reverse stock split)
V Can be used by your Board of Directors to decide on such issues, in one or more stages
V Option to issue (i) securities providing access to capital stock yet to be issued by a Subsidiary* and/or (ii) shares providing access to existing capital stock or entitling holders to the allotment of debt securities from a third-party company
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 No. Subject Duration
V Can be used by your Board of Directors to decide on such issues and to carry out issues without preferential subscription rights in favor of shareholders , in France or abroad, by public offer or
V Can be used to issue shares or securities providing access to capital* as consideration for securities in a company meeting the criteria set out in Article L.225-148 of the French Commercial Code under a public exchange offer initiated by your Company in France or abroad in accordance with local regulations, in which case your Board of Directors may freely set the exchange ratio and the price rules outlined below would not apply
V Price set by your Board of Directors, at least equal to the Statutory Minimum Price*
V Option to issue shares further to the issuance of securities providing access to the capital of your Company by your Company’s Subsidiaries*
V Option to introduce, on the French market, and if circumstances permit, nonnegotiable priority rights* (with over-subscription privileges*, if applicable), to be exercised as determined by the Board of Directors.
V Issues to be deducted from the Overall Ceiling* and from the €499 million provided for by the resolution relating to issues by a public offer of shares and/or securities providing access to the Company’s capital or entitling holders to the allotment of debt securities with PRS waived
V Ceilings provided for, excluding any additional amounts issued in order to safeguard the rights of holders of securities giving access to capital*
V Option to issue, by public offer of shares, (i) securities giving access to share capital yet to be issued by a Subsidiary, and/or (ii) shares providing access to existing share capital or entitling holders to the allotment of debt securities from a third-party company
No. Subject Duration Reasons for possible uses of the delegated power
V As specifi ed by law, authorization inapplicable with a view to remunerating a contribution under a public exchange offer initiated by your Company (see resolution fourteen)
V Can be used to capitalize reserves, retained earnings or other items, allowing for capital to be increased without the provision of any "fresh money"
V Determination, by your Board of Directors, of the amounts to be capitalized and of the number of new equity securities and/ or the new nominal amount of existing equity securities
V For each issue, the ceiling corresponds to the limit set out in applicable regulations at the time of issue (currently 15% of the initial issue)
– 70% of the Reference Price* where the lockup period provided for under the plan is 10 years or more * Terms followed with an asterisk are defi ned in the index below
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 Independent director
According to the AFEP-Medef Code and the Internal Rules of the Board of Directors (online on Natixis’ website: www.natixis.com), an independent director is a person who has no ties with the management, Company or Group of a nature liable to compromise their freedom of judgment or create a confl ict of interest with the management, Company or Group. Accordingly, an independent member of the Board of Directors may not: V be an employee or a corporate offi cer of Natixis or the Group, or an employee or Board member of a shareholder with a controlling interest, either on its own or in concert, in Natixis (as per Article L.2333 of the French Commercial Code) or in a Company consolidated by it, or have served in such a capacity during the previous fi ve years; V be a corporate offi cer of a company in which Natixis holds a directorship either directly or indirectly, or in which a designated employee of Natixis or a corporate offi cer of Natixis (currently or within the last fi ve years) holds a directorship; V be a customer, supplier, investment or corporate banker: – that is material for Natixis or the Group, – or for which Natixis or the Group represents a signifi cant portion of such person’s business.
Agreements in which the persons referred to above are indirectly involved are also subject to the Related-Party Agreements Procedure. Finally, agreements entered into between companies having directors in common are also subject to the RelatedParty Agreements Procedure. The prior approval of the Board of Directors is predicated upon the demonstration of the agreement’s benefi t to the Company, particularly in respect of the fi nancial conditions attached to the agreement.
Subsidiaries Companies in which your Company directly or indirectly holds more than 50% of the capital.
In certain circumstances, your Board of Directors may introduce over-subscription privileges in favor of shareholders. If introduced, in the event that subscriptions to new shares (i.e. through the exercise of preferential subscription rights) are insuffi cient, unsubscribed equity securities would be allocated to shareholders who would have exercised over-subscription privileges to subscribe to shares in greater quantity than what they could have subscribed to using preferential subscription rights, in proportion to their subscription rights and, in any event, within the limit of their requests.
7.5.2 AGENDA AND DRAFT RESOLUTIONS OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 19, 2015
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Chairman of the Board of Directors on the structure of the Board, the preparation and organization of the Board’s work and the internal control and risk-management procedures established by the Company, the report of the Board of Directors on the parent company fi nancial statements and the management report relating thereto, and the reports of the Statutory Auditors on the parent company fi nancial statements for fi scal year 2014, hereby approves the 2014 parent company fi nancial statements as presented, including the balance sheet, income statement and notes to the fi nancial statements, as well as the transactions refl ected in these fi nancial statements or summarized in these reports.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Chairman of the Board of Directors on the structure of the Board, the preparation and organization of the Board’s work and the internal control and risk-management procedures established by the Company, the report of the Board of Directors on the consolidated fi nancial statements and the management report relating thereto, and the reports of the Statutory Auditors on the consolidated fi nancial statements for fi scal year 2014, hereby approves the 2014 consolidated fi nancial statements as presented, including the balance sheet, income statement and notes to the fi nancial statements, as well as the transactions refl ected in these fi nancial statements or summarized in these reports.
V notes that the financial statements finalized as of December 31, 2014 and approved by the shareholders at this meeting show earnings for the fiscal year of €1,305,316,943.00; V resolves, in accordance with the law, to deduct from such amount €65,265,847.15 for the legal reserve; V notes that, taking into account retained earnings carried over from prior years, which total €500,383,696.32, and the amount contributed to the legal reserve, distributable earnings amount to €1,740,434,792.17; V and resolve to appropriate the distributable earnings as follows: R (i) payment to shareholders of €0.34 per share, corresponding to an ordinary dividend of €0.20 per share and a special dividend of €0.14 per share, and
R (ii) allocation of the remaining distributable earnings to “Retained earnings”.
Resolution five (Approval of the regulated commitments referred to in Article L.225-421 of the French Commercial Code in favor of Laurent Mignon)
Resolution six (Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2014 to François Pérol, Chairman of the Board of Directors)
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 Resolution eight (Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2014)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with Article L.511-73 of the French Monetary and Financial Code, hereby approves the overall budget for compensation of any kind in the amount of €143.9 million, paid during the fi scal year ended December 31, 2014, to employees referred to in Article L.511-71 of the same Code.
Resolution nine (Cap on variable compensation of employees referred to in Article L.511-71 of French Monetary and Financial Code)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements provided for in Paragraph 3 of Article L.511-78 of the French Monetary and Financial Code, hereby resolves that for the 2015 fi scal year and following, until further decision, the variable compensation paid to employees referred to in Article L.511-71 may exceed their fi xed compensation without doubling this amount.
This provision allows Natixis to maintain the fl exibility needed to match variable compensation to real performance, and to hire and retain employees targeted by this measure by offering them competitive compensation.
Company employees falling within this scope include: directors; members of the Senior Management Committee; key staff responsible for control functions (Internal Audit Department, Risk and Compliance) and other support functions; key staff responsible for important and foreign locations (excluding Asset Management and Assurances); persons with authority on credit risk exposure and who are responsible for market risk exposure exceeding materiality thresholds established by regulations, as well as persons whose total compensation does not exceed the quantitative thresholds established by regulations.
This cap does not represent an addition cost for Natixis and does not increase the level of total compensation for its regulated employees.
Resolution ten (Approval of the co-opting of Anne Lalou as Director)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-209 et seq. of the French Commercial Code, hereby authorizes the Board of Directors, with the right to sub-delegate said powers, to buy back the Company’s shares or to arrange for them to be bought back and: 1) resolves that these shares may be purchased so as to: R implement any Company stock option plan in accordance with the provisions of Articles L.225-177 et seq. of the French Commercial Code or any similar plan; or
R promote Natixis shares in the secondary market or the liquidity of Natixis shares through an investment service provider in connection with a liquidity contract that meets the terms of the compliance charter recognized by the Autorité des Marchés Financiers.
Resolution twelve (Delegation of authority to the Board of Directors to reduce share capital by canceling treasury stock)
The General Shareholders’ Meeting fully empowers the Board of Directors to carry out one or several cancellation and share capital reduction transactions that may be carried out under this authorization, to make any resulting changes in the bylaws and to carry out any other formalities.
This authorization is granted for a period of twenty-six (26) months from this meeting. It voids from this day, as applicable, any unused part of any prior delegated power given to the Board of Directors for the purpose of reducing share capital by canceling treasury stock, particularly that given by the shareholders in resolution eight of the Combined General Shareholders’ Meeting of May 21, 2013.
Resolution thirteen (Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue – with preferential subscription rights maintained – of shares and/or securities providing access to the Company’s capital and/or the issue of securities entitling holders to the allotment of debt securities)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-129 et seq., especially L.225-129-2, and L.228-91 et seq. of the French Commercial Code: 1) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to increase share capital, in one or more stages, in France or abroad, in the proportions and at the times it deems fit, either in euros or in any other currency or unit of currency established with reference to multiple currencies, through the
R the overall par value ceiling on capital increases liable to be carried out immediately or in the future under this delegation of authority and under resolutions fourteen, fi fteen, sixteen, seventeen, eighteen and nineteen submitted to the shareholders at this meeting is set at one and a half (1.5) billion euros,
R these ceilings will be supplemented as necessary by the par value of additional shares that must be issued, in the event of new fi nancial transactions, to safeguard the rights of holders of securities giving access to the Company’s capital; 4) resolves that the delegation of authority granted under this resolution shall be valid for twenty-six (26) months from the date of this meeting; 5) in the event that the Board of Directors makes use of this delegation of authority: R resolves that preferential subscription rights to the issue(s) shall be reserved for shareholders who may subscribe to new shares in proportion to the amount of existing stock they hold at that time,
R notes that the Board of Directors has the right to grant oversubscription privileges,
R notes that if the issued share is a security that is not an equity security giving access to equity securities not yet issued by a company in which the Company directly or indirectly holds more than half the capital, the Company’s shareholders have no subscription rights to securities thus issued,
R notes that, in accordance with Article L.225-134 of the French Commercial Code, if shares purchased under preferential subscription rights and over-subscription privileges do not account for all shares issued under capital increase, the Board of Directors may exercise, under the terms prescribed by law and in the order it chooses, one of the following options: R limiting the capital increase to the amount subscribed for on condition that the subscriptions account for at least 75% of the planned increase,
R make a public offering on the French market or internationally of all or part of the shares or, in the case of securities giving access to the Company’s capital, those unsubscribed securities,
R set the amount of the capital increase, the issue price and the amount of the share premium that may, if applicable, be required when the securities are issued,
R provide for the exercise of rights attached to these securities to be suspended in accordance with legal and regulatory provisions,
R in general, enter into agreements to ensure the proposed issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and fi nancial servicing of securities issued under this delegation of authority and the exercise of associated rights; 8) notes that this delegation of authority voids from this day forward, as applicable, any unused part of any prior delegation of authority granted for the same purpose, namely, any delegation of authority related to capital increases with preferential subscription rights that covers securities and transactions targeted under this resolution, especially the one granted by the shareholders in resolution nine of the Combined General Shareholders’ Meeting of May 21, 2013; 9) notes that, assuming the Board of Directors uses the authority delegated to it under this resolution, the Board of Directors will report on the use of authority delegated in this resolution at the next Ordinary General Shareholders’ Meeting, in accordance with the law and the regulations.
R set the terms according to which the Company may, where appropriate, purchase or trade on the Stock Exchange, at any time or during specifi ed periods, the securities issued or to be issued immediately or in future, with a view to canceling them or not, while taking legal provisions into consideration,
R make any necessary adjustments to take into account the impact of transactions on the Company’s capital, particularly in the event of a change in the share’s par value, a capital increase by capitalization of reserves, free share allocations, stock splits or reverse stock splits, distribution of reserves or any other assets, redemption of capital, or any other transaction affecting shareholders’ equity or share capital (including by public offering and/or change of control), and set the terms that will safeguard, where applicable, the rights of holders of securities that give access to shares,
R in general, enter into agreements to ensure the proposed issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and fi nancial servicing of securities issued under this delegation of authority and the exercise of associated rights; 13) Notes that this delegation of authority voids from this day forward, as applicable, any unused part of any prior delegation of authority granted for the same purpose, namely, any comprehensive delegation of authority related to capital increases without preferential subscription rights by public offer that covers securities and transactions targeted under this resolution, especially the one granted by the shareholders in resolution ten of the Combined General Shareholders’ Meeting of May 21, 2013.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L.225-129 et seq., especially L.225-129-2, L.225-135 and L.225-136, and L.228-91 et seq. of the French Commercial Code: 1) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to increase share capital, in one or more stages, in France or abroad, in the amounts and at the times it deems fit, pursuant to an offer stipulated in Article L. 411-2 II of the French Monetary and Financial Code, either in euros or in any other currency or unit of currency established with reference to multiple currencies, through the issue (i) of shares, (ii) of shares providing access to other shares, whether these exist or are yet to be issued, or that entitle holders to the allotment of debt securities, and/or (iii) securities providing access to shares yet to be issued by the Company, in return for payment or free of charge, and are governed by Articles L. 228-91 et seq. of the French Commercial Code, with the understanding that shares or other securities may be subscribed for in cash, as payment for debt, or by the capitalization of reserves, retained earnings or premiums.
R whatever the case, no share issuances made under this delegation can exceed the limits set out by applicable regulations on the issuance date (as of this date, 20% of capital per year),
R it is clearly stated that the maximum amount of the capital increases made or likely to be made in the future under this delegation will be charged (i) against the amount of the overall ceiling set out in paragraph 3 of Resolution thirteen submitted to this General Shareholders’ Meeting, or, where applicable, the amount of the overall ceiling that may be set out in a resolution of the same kind that may succeed said resolution during the valid period of this delegation and (ii) against the ceiling set out in paragraph 4 of Resolution fourteen submitted to this AGM or, where applicable, the amount of the ceiling that may be set out by a resolution of the same type that could succeed said resolution during the valid period of this delegation,
R these ceilings will be supplemented as necessary by the par value of additional shares that must be issued, in the event of new fi nancial transactions, to safeguard the rights of holders of securities giving access to the Company’s capital; 5) resolves that the delegation of authority granted under this resolution shall be valid for twenty-six (26) months from the date of this meeting; 6) decides to cancel preferential subscription rights of shareholders to shares and securities covered by this resolution; 7) notes that if share purchases do not cover all shares issued under the capital increase, the Board of Directors may limit the amount of the transactions to the amount of subscriptions received on condition that the subscriptions account for at least 75% of the planned increase; 8) notes that this delegation of authority creates ipso jure, in favor of holders of issued securities that give access to shares not yet issued by the Company, an obligation on the part of the shareholders to waive their preferential right to buy those shares to which said securities give their holders subscription rights; 9) resolves that the Company stock issued immediately or in future based on this delegation of authority cannot be preference shares; 10) resolves that the Board of Directors may not, unless previously authorized by the General Shareholders’ Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the company’s shares. This prohibition shall stand until the public tender offer period ends; 11) notes that, in accordance with Paragraph 1 of Article L.225-136 1° of the French Commercial Code: R the issue price of shares issued directly shall be at least equal to the minimum established by the regulations applicable on the date of issue (currently the weighted average share price of the last three trading sessions on the regulated Euronext market Paris prior to the day the subscription price for the capital increase is set, from which a maximum discount of 5% has been deducted, where appropriate) after this average has been adjusted, where necessary, in case of different dividend entitlement dates,
R determine the dates and terms of the capital increase and the type and characteristics of the securities to be issued. Furthermore, in the case of bonds or other debt securities, decide whether they are to be subordinated or not (and, if applicable, their rank, in accordance with the provisions of Article 228-97 of the French Commercial Code), set their interest rate (specifi cally, fi xed, variable, zero-coupon or indexed interest rate) and make provisions for, if applicable, mandatory or optional cases when interest payments are suspended or are not paid, anticipate how long they will last (fi xed or indeterminate period), the possibility of reducing or increasing the par value of securities and other terms of issue (including conferring guarantees and sureties) and redemption (including reimbursement by remittance of Company assets). Where appropriate, these securities may be accompanied by warrants granting allocation, acquisition and subscription rights to bonds or other debt securities), or provide the Company with the option to issue debt securities (fungible or non-fungible) to make interest payments previously suspended by the Company, or even take the form of complex bonds as defi ned by the fi nancial markets authorities (for example, due to their redemption or compensation terms, or other rights such as indexation or option rights). Finally, the Board may change, throughout the life of the stocks concerned, the terms outlined above, in accordance with applicable procedures,
R determine the procedures for paying for shares or securities giving access to the Company’s capital, either immediately or in the future,
R apply, on its own initiative, the cost of the capital increases against the related share premiums and deduct the amounts required for the legal reserve from this amount,
Draft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 the event of a change in the share’s par value, a capital increase by capitalization of reserves, free share allocations, stock splits or reverse stock splits, distribution of reserves or any other assets, redemption of capital, or any other transaction affecting shareholders’ equity or share capital (including by public offering and/or change of control), and set the terms that will safeguard, where applicable, the rights of holders of securities that give access to shares,
R draw up the list of securities contributed, approve the assessment of contributions, set the issue terms of securities compensating the contributions, as well as, where applicable, the amount of the cash balance to be paid, approve the granting of special benefi ts, and reduce, if the contributors allow it, the assessment of the contributions or the compensation of the special benefi ts,
R in general, take any measures and carry out any formalities that are appropriate for the issue, listing and fi nancial servicing of securities issued under this delegation of authority and the exercise of associated rights; 5) resolves that the delegation of authority granted under this resolution shall be valid for twenty-six (26) months from the date of this meeting; 6) notes that this delegation of authority voids from this day forward, as applicable, any unused part of any prior delegation of authority granted for the same purpose, i.e. any delegation allowing the issuance of shares or securities giving access to the capital or entitlement to the allocation of debt securities without preemptive rights in compensation of contributions in kind involving equity securities or securities giving access to capital, especially the one granted by the shareholders in resolution thirteen of the Combined General Shareholders’ Meeting of May 21, 2013.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors, in accordance with the provisions of Article L.225-130 of the French Commercial Code: 1) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to increase share capital, in one or more stages, in the
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 amounts and at the times it deems fit, through the capitalization of premiums, reserves, retained earnings or other items, the capitalization of which will be possible under the law and the bylaws, in the form of an issuance of new equity securities or an addition to the nominal amount of existing equity securities, by raising the amount of the equity capital or by the joint use of these two processes. The par value ceiling on capital increases liable to be carried out immediately or in the future is set at one and a half (1.5) billion euros, with the understanding that the par value ceiling on capital increases carried out or liable to be carried out in future under this resolution will be applied against the amount of the overall ceiling established in paragraph three of resolution thirteen submitted to the shareholders at this General Shareholders’ Meeting or, where appropriate, to an overall ceiling established under the same kind of resolution which may supersede said resolution during the period in which this delegation of authority remains valid; 2) if this delegation of authority is used by the Board of Directors, it shall be fully empowered, with the right to sub-delegate said power under the terms set out by law, to implement this delegation of authority in order to: R set the amount and type of the monies to be incorporated into the capital, set the number of new equity securities and/or the amount by which the nominal amount of the existing equity securities will be increased, record the date, even retroactively, from which the new equity securities will be vested or the date on which the raising of the nominal amount of existing equity securities will become effective,
R decide, in case of free capital stock distributions: R that rights to fractional shares may not be traded and that the corresponding securities will be sold; the monies from the sale will be allocated to the holders of the rights under the terms set out by law and regulations,
R make any necessary adjustments to take into account the impact of transactions on the Company’s capital, particularly in the event of a change in the share’s par value, a capital increase by capitalization of reserves, free share or capital stock allocations, stock splits or reverse stock splits, distribution of reserves or any other assets, redemption of capital, or any other transaction affecting shareholders’ equity or share capital (including by public offering and/or change of control), and set the terms that will safeguard, where applicable, the rights of holders of securities that give access to capital,
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with the provisions of Article L.225-135-1 of the French Commercial Code: 1) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide to increase the number of securities to be issued in the event of Company capital increases with or without preferential subscription rights, at the same price recorded for the initial issue, within the time frames and limits set out in applicable regulations at the time of their issue (to date, within 30 days following the end of the subscription and within a limit of 15% of the initial issue), particularly with a view to granting an over-allotment option in accordance with market practices; 2) resolves that the par value of capital increases decided under this resolution will be applied against the amount of the overall ceiling or ceilings applicable to the initial issue; 3) resolves that the delegation of authority granted under this resolution shall be valid for twenty-six (26) months from the date of this meeting.
Resolution nineteen (Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members)
Draft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 under the same kind of resolution which may supersede said resolution during the period in which this delegation of authority remains valid and is set without taking into account the par value of shares to be issued to safeguard, in accordance with the law and if necessary the contractual stipulations providing for other adjustments, the rights of holders of securities giving access to the Company’s capital; 2) resolves that the delegation of issue granted under this delegation shall be valid for twenty-six (26) months from the date of this meeting; 3) resolves that the issue price for new shares or securities giving access to capital shall be determined under the conditions provided for by law, in particular Articles L.3332-18 et seq. of the French Labor Code and shall be at least equal to 80% of the Reference Price (as defined below) or to 70% of the Reference Price where the lock-up period provided for under Article L.3332-25 of the French Labor Code is greater than or equal to 10 years; for the purposes of this paragraph, the Reference Price means the average of the prices listed for the Company’s stock on the regulated Euronext Paris market during the 20 trading sessions preceding the decision setting the date for the opening of subscription for members of a Company or group employee savings plan (or similar plan); 4) authorized the Board of Directors to grant, free of charge, to the above-mentioned beneficiaries, in addition to shares or securities giving access to capital to be subscribed to in cash, shares or securities giving access to capital to be issued or already issued, to replace all or part of the discount relative to the Reference Price and/or the contribution, with the understanding that the advantage resulting from this granting may not exceed the applicable legal or regulatory limits as set out in Articles L. 3332-11 and L. 3332-21 of the French Labor Code; 5) resolves to remove, to the benefit of the above-mentioned beneficiaries, the preferential subscription right of shareholders to shares or securities giving access to capital whose issue is the subject of this delegation, said shareholders also waiving, in the event that the above-mentioned beneficiaries are granted shares or securities giving access to capital, any rights to said shares or securities giving access to capital, including the portion of reserves, retained earnings or capitalized premiums, due to the free granting of said shares based on this resolution; 6) authorizes the Board of Directors, under the conditions of this delegation, to carry out the sale of shares to members of a Company or group employee savings plan (or similar plan) such as those provided for in Article L. 3332-24 of the French Labor Code, with the understanding that sales of shares completed with a discount in favor of members of one or several employee savings plans targeted by this resolution will be applied up to the nominal amount of shares so sold on the amount of ceilings set out in paragraph 1 below; 7) resolves that the Board of Directors shall be fully empowered to implement this delegation of authority, with the right to subdelegate said power under the terms set out by law, in order to: R draw up, in accordance with legal provisions, the list of companies whose above-mentioned benefi ciaries may subscribe to shares or securities giving access to capital thereby issued and who may benefi t, if applicable, from freely granted shares or securities giving access to capital,
R decide that subscriptions may be carried out directly by the benefi ciaries, members of a Company or group employee savings plan (or similar plan), through employee mutual funds or other structures or entities permitted under applicable legal or regulatory provisions,
R determine the conditions, particularly seniority conditions, that benefi ciaries of capital increases must meet,
R set the amounts for issues that will be carried out under this authorization and to set, in particular, the issue prices, dates, deadlines, procedures and conditions for subscription, payment, granting and entitlement for securities (even retroactive), the rules for reduction applicable the event of oversubscription, as well as the other conditions and procedures for issues, within the applicable legal or regulatory limits,
R in the event that free shares or securities giving access to capital are granted, determine the nature, characteristics and number of shares or securities giving access to capital to be issued, the number to grant to each benefi ciary, and to set the dates, deadlines, procedures and granting conditions for these shares or securities giving access to capital, within the applicable legal and regulatory limits and in particular to choose either to completely or partially replace the granting of these shares or securities giving access to capital at discounts relative to the Reference Price provided for above, or to apply the equivalent value of these shares or securities to the total amount of the contribution, or to combines these two options,
R in the event that new shares are issued, apply, if applicable, to reserves, retained earnings or issue premiums, the amounts necessary to pay up said shares,
R record the completion of capital increases up to the amount of shares that will be effectively subscribed to,
R sign any agreements, carry out directly or indirectly through a representative any transactions and formalities, including carrying out formalities due to the capital increases and amending the bylaws accordingly,
R in general, enter into agreements to ensure the proposed issues are successfully completed, take any measures and decisions and carry out any formalities that are appropriate for the issue, listing and fi nancial servicing of securities issued under this delegation of authority and the exercise of associated rights or those due to the capital increases; 8) resolves that this delegation voids from this day, as applicable, the delegated power of the same nature given to the Board of Directors by the Combined General Shareholders’ Meeting on May 21, 2013, resolution sixteen, with the understanding that the Mauve 2015 employee shareholder offer currently being completed during this meeting, was decided by the Board of Directors at its February 18, 2015 meeting, based on resolution sixteen adopted by the Combined General Meeting on May 21, 2013.
Resolution twenty-one (Modification of Articles 9 and 18 of the bylaws related to the term of office for directors and non-voting members)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors, resolves to: V change the last paragraph in Article 9 of the Company bylaws related to the term of office for directors, as follows: R Article 9 – Structure of the Board of Directors (last paragraph)
Resolution twenty-two (Modification of Article 12 of the bylaws related to the powers of the Board of Directors)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors, resolves, pursuant to the new Article L. 228-36-A of the French Commercial Code, to complement Article 12 of the Company’s bylaws related to the powers of the Board of Directors in terms of issuing securities representing debt securities, and as a result, inserting at the end of said Article 12 a new sub-article 12.3 written as follows: R Article 12 - Powers of the Board of Directors
“12.3 The Board of Directors is qualifi ed 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 set out herein.”
Resolution twenty-four (Modification of the bylaws to bring them into line with legal and regulatory provisions)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors, resolves to bring the Company bylaws into line with legal and regulatory provisions and to modify the following Articles as a result: R Article 22 – Admission to General Shareholders’ Meetings – Powers
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
Draft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 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.
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, it being clearly stated 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.”
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints François Pérol as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General
Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints BPCE as director, for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Laurence Debroux as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Michel Grass as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 Resolution thirty-one (Reappointment of director)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Bernard Oppetit as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Henri Proglio as director, for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints as director Pierre Valentin, for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
Resolution thirty-six (Establishment of the annual budget for directors’ fees to be allocated to members of the Board of Directors)
In addition, we are required to inform you, in accordance with Article R. 225-31 of the French Commercial Code, of the execution during the past fi nancial year of the agreements and commitments already approved by the General Shareholders’ Meeting.
Pursuant to Article L. 225-40 of the French Commercial Code, we have been informed of the following agreements and commitments, which were the subject of prior approval by your Board of Directors.
Persons concerned: V Mr. Pérol, Chairman of the BPCE Executive Board, and Chairman of the Natixis Board of Directors; V Mr. Mignon, Chief Executive Officer of Natixis.
1.1.3 Master memorandum of agreement between CNP Assurances, BPCE and Natixis
1.2.1 Commitment to granting a severance payment to the Chief Executive Officer in the event of the early termination of his duties, and Amendment No. 1 to that commitment
General Shareholders’ Meetings of May 26, 2011 and May 20, 2014 respectively; this commitment is based on performance criteria and conditions, and is capped at one year’s maximum potential (fi xed and variable) compensation.
No severance payment shall be made to the Chief Executive Offi cer if he leaves to take up a new position on his own initiative, or if he changes positions within the BPCE Group.
This agreement was authorized by the Board of Directors on February 19, 2014, and was approved by the Ordinary General Shareholders’ Meeting of May 20, 2014.
1.2.3 General master protocol and agreements relating to the new partnership agreements between the CNP and BPCE Groups
In accordance with Article R. 225-30 of the French Commercial Code, we were informed that the execution of the following agreements and commitments, which were already approved by the General Shareholders’ Meeting in previous years, continued during the past fi nancial year.
On February 19, 2014, The Board of Directors authorized an amendment to the agreement entered into on April 9, 2013 regarding the guarantee granted by Natixis’ Branch Offi ce in New York to the BPCE bondholders as part of a bond issue in the United States governed by Section 3(a)(2) of the 1933 Securities Act. The purpose of this amendment is to alter the sub-ceilings provided for in Article 4 of the agreement, namely: raising the total maximum nominal amount of the bonds that can be issued by BPCE under Program 3 (a)(2) each year from USD 4 billion to USD 6 billion, and raising the total maximum nominal amount of the proceeds from the bond issues under Program 3 (a)(2) that cannot be re-loaned to Natixis within 90 days of their settlement & delivery from USD 2 billion to USD 3 billion. Furthermore, BPCE may loan securities to Natixis for shorter maturities than those of the bonds, depending on Natixis’ needs.
2.1.2 “3a2” debt issuance program in the United States implemented by BPCE
On February 17, 2013, the Board of Directors approved the guarantee given to BPCE by the Natixis NY Branch Offi ce. This guarantee was granted in Natixis’ corporate interest, in the event that BPCE re-lends all or part of the USD resources raised from Natixis.
7 LEGAL INFORMATIONStatutory Auditors’ special report on related-party agreements and commitments 2.1.3 Reciprocal financial guarantee pertaining to the “Neptune” Deal between Natixis S.A. and Natixis Real Estate Capital Inc.
Term of the agreement: the agreement will end on the fi nal maturity date.
2.1.5 Preliminary agreement between Natixis and BPCE regarding the guarantee mechanism covering certain GAPC assets and the agreements pertaining to the guarantee
The income recognized by Natixis in respect of cancellation payments amounted to €10,866,985.66 in the 2014 fi nancial year.
The income recognized on the activation of guarantees amounted to €468,136.58 in the 2014 fi nancial year.
2.1.6 Credit and financial guarantee master agreements between Natixis and Natixis Lease
2.1.7 Natixis’ role as arranger in the €25 billion covered bond issue program launched by BPCB, and updated in 2009
To enable Natixis to act as the arranger for the €25 billion covered bond issue launched by BFBP, the Supervisory Board approved the following measures on November 23, 2007: V the signing of credit and financial guarantee master agreements between BPCB, BFBP, Natixis, and initially, seven Banque Populaire banks; V the signing of a letter setting out hedging agreements between BPCB, BFBP and Natixis.
2.1.8 Authorization of a related-party agreement on the Chapel Deal between Natixis and BPCE
The expenses recognized by Natixis in respect of this agreement amounted to €2,375,413.54 for the fi nancial year ended December 31, 2014.
2.1.11 Natixis’ role as Arranger of a €25 billion covered bond issue by the Caisse d’Epargne Group
To enable Natixis to act as Collateral Agent for the Caisse d’Epargne Group’s €25 billion covered bond issue, the Supervisory Board approved the following agreements on March 5, 2008: the Receivables Pledge Agreement, the Issuer Accounts Pledge Agreement, the Asset Monitor Agreement, and the Master Defi nitions and Constructions Agreement.
Likewise, IXIS CIB has been required to enter into letters of joint and several commitment and guarantee with its US subsidiaries, namely Natixis Municipal Products Inc. (formerly CDC Municipal Products Inc.), Natixis Derivatives Inc. (formerly CDC Derivatives Inc.), Natixis Financial Products Inc. (formerly CDC Financial Products Inc.), Natixis Derivatives Inc. (formerly CDC IXIS Funding Corp.) and Natixis Commercial Paper Corp. (formerly CDC IXIS Commercial Paper Corp.).
I hereby declare that, to the best of my knowledge, after having taken all reasonable measures to this end, the information contained in this registration document is true and accurate, and contains no omissions liable to impair its signifi cance.
The historical fi nancial data, relative to consolidated fi nancial statements for the past fi nancial year on December 31st, 2014, presented in this registration document, has been discussed in the Statutory Auditors’ reports found on pages 321-322, which contains an observation.
The historical fi nancial data, relative to consolidated fi nancial statements for the past fi nancial year on December 31, 2013, presented in the 2013 Registration Document, has been discussed in the Statutory Auditors’ reports found on pages 351-352, which contains an observation.
Heading Registration document page number 16. Administrative and management bodies practices 16.1. Date of expiration of current terms of offi ce 34 to 56 16.2. Service contracts with members of the administrative bodies 72 16.3. Information about the issuer’s Audit Committee and Compensation Committee 64 to 69 16.4. Statement as whether or not the issuer complies with the corporate governance regime 57 17. Employees 17.1. Number of employees 384 17.2. Directors’ shareholdings and stock options 82 ; 414-415 17.3. Arrangements for involving employees in the issuer’s capital 237-238 18. Major shareholders 18.1. Shareholders owning more than 5% of the share capital or voting rights 417 18.2. Different voting rights of the aforementioned shareholders 417 18.3. Control of the issuer 418 18.4.
Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in its control 419 19. Related-party transactions N/A
Pursuant to Article 28 of Commission Regulation No. (EC) 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: V the parent company and consolidated financial statements for the year ended December 31, 2013, presented respectively on pages 353 to 400 and 206 to 350, the Statutory Auditors’ report thereon, respectively pages 401 to 402 and 351 to 352, and the Group management report, on pages 190 to 205 of the registration document filed with the AMF on March 14, 2013 under number D.14-0141; V the consolidated financial statements for the year ended December 31, 2012, presented respectively on pages 347 to 393 and 218 to 344, the Statutory Auditors’ report thereon, respectively pages 394 to 395 and 345 to 346, and the Group management report, on pages 198 to 217 of the registration document filed with the AMF on March 19, 2013 under number D.13-0174; All other chapters of reference documents fi led under numbers D.14-0141 and D.13-0174 that are not mentioned above are either of no material interest to investors or covered elsewhere in this registration document.
Heading Registration document page number 1. Parent company fi nancial statements 323 to 363 2. Consolidated fi nancial statements 194 to 320 3. Management report (French Monetary and Financial Code)
V Factors likely to be material in the event of a public tender offer 419
Report by the Chairman of the Board on corporate governance, internal controls and risk management (Article L.225-37 of the French Commercial Code) 86 to 97 10. Statutory Auditors’ report on the Chairman’s report 98
V Summary of authorizations to increase the Company’s share capital and their use during fi scal 2014 414
The report of the Board of Directors or the Executive Board presents, (…), the way in which the Company takes into account the social and environmental consequences of its activity, as well as its social commitments in terms of sustainable development N/A 368
b) Work management V Scheduling of work hours V Absenteeism N/A, LA7 385
V Resources allocated to the prevention of environmental risks and pollution V Amount of provisions and guarantees for environmental risks EN27, G4-43, N/A 376
V In relation to jobs and regional development V Upon surrounding and local communities EC6-7-8-9, SO1 396
b) Relationships with stakeholders V Conditions of dialogue with interested parties V Acts of support, partnership or sponsorship G4-26, G4-37, EC7 396
ACPR Autorité de Contrôle Prudentiel et de Résolution (French Prudential Supervisory Authority for the Banking and Insurance Sector), France’s banking and insurance supervisor.
Capital requirement The amount of capital that banks are required to hold, i.e. 8% of risk-weighted assets (RWA).
CHSCT Comité d’Hygiène, de Sécurité et des Conditions de Travail (Committee for Hygiene, Safety and Working Conditions).
A bond for which the reimbursement and payment of interest is backed by returns on a high-quality asset portfolio, often a portfolio of mortgage loans, which serve as collateral. The issuer often manages the payment of cash fl ows to investors (obligations foncières in France, Pfandbriefe in Germany). This product is mainly issued by fi nancial institutions.
An EU Directive under which the proposals of the Basel Committee were enacted into French law in July 2010 and put into effect as of December 31, 2011. In July 2009, the Basel Committee published a new set of proposals known as Basel 2.5 on the topic of market risk. The aim was to better account for default and credit migration risk on assets in the trading book (both tranched and untranched assets) and to reduce the procyclicality of value at risk.
The risk of loss from the inability of clients, issuers or other counterparties to honor their fi nancial commitments. Credit risk includes counterparty risk related to market transactions and securitization.
A bilateral fi nancial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn promises to compensate for any losses on a reference asset (a bond issued by a government, fi nancial institution or company) upon the occurrence of a credit event (bankruptcy, default, deferred payment or restructuring). It is a mechanism to protect against credit risk.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, more commonly known as the Dodd-Frank Act, is the US law on fi nancial regulation adopted in July 2010 in response to the fi nancial crisis. It is an extensive piece of legislation covering numerous subjects including the creation of the Financial Stability Oversight Council, the management of systemically important fi nancial institutions, the regulation of the highest-risk fi nancial activities, a framework for derivatives markets and reinforced regulation of rating agencies. US regulators (Securities and Exchange Commission, Commodity Futures Trading Commission, etc.) are currently developing precise technical standards with regard to these various provisions.
Expected loss, i.e. the value of the loss likely to be incurred given the quality of the structure of the transaction and any measures taken to mitigate risk, such as collateral. It is calculated by multiplying exposure at risk (EAD) by the probability of default (PD) and by loss given default (LGD).
Expected Loss Best Estimate, i.e. the institution’s best estimate of expected loss for the defaulted exposure. This estimate takes into account current economic circumstances, exposure status and an estimate of the increase of the loss rate caused by possible additional unexpected losses during the recovery period.
An independent European supervisory authority located in Paris. On January 1, 2011, it replaced the Committee of European Securities Regulators (CESR). It forms part of the European System of Financial Supervision. Its expanded mandate includes the supervision of rating agencies in Europe and the development of technical standards for EU regulations on the functioning of the fi nancial markets (EMIR, MiFID, Prospectus Directive).
Haircut The percentage by which a security’s market value is reduced to refl ect its value under a stressed environment (counterparty risk or market stress). The size of the haircut refl ects the perceived risk.
HQE Haute Qualité Environnementale (High Environmental Quality, a French environmental standard).
IRB Internal-ratings based, referring to the Internal Ratings-Based Approach, the measurement of credit risk on the basis of credit ratings as defi ned by EU regulations.
The risk of loss of value on fi nancial instruments resulting from changes in market parameters, from the volatility of these parameters or from the correlations between these parameters. These parameters are exchange rates, interest rates and the prices of securities (equities, bonds), commodities, derivatives or any other assets, such as real estate assets.
Mark-to-model A valuation method whereby, in the absence of a market price, a fi nancial instrument is appraised at fair value based on a fi nancial model using observable and unobservable data.
Mezzanine A form of fi nancing that is a hybrid of equities and debt. In ranking terms, mezzanine debt is subordinated to “senior debt” but still takes priority over equities.
OCI Other comprehensive income, which contains the income and expense items (including reclassifi cation adjustments) not included in net income/loss as required or authorized by IFRS.
An appraisal by a fi nancing rating agency (Moody’s, Fitch Ratings, Standard & Poor’s) of the creditworthiness of an issuer (company, government or other public entity) or a transaction (bond issue, securitization, covered bond). The rating has a direct impact on the cost of raising capital.
Risk appetite The degree of risk, by type and by business, that the institution is prepared to take on in the pursuit of its strategic objectives. Risk appetite can be expressed through either quantitative or qualitative criteria.
SCPl Société Civile de Placement Immobilier (Civil Company for Property Investment).
A fi nancial instrument combining a bond product and an instrument, such as an option, providing exposure to any asset type (equities, forex, fi xed-income, commodities). Such instruments may be backed by a (total or partial) guarantee on the investment. In a different context, the term “structured product” or “structured issue” can also refer to securities resulting from securitization transactions, for which a ranking of bearers is established.
A measure of market risk on a bank’s trading book expressed as a monetary value. It allows the entity performing the calculation to appraise the maximum losses it could incur on its trading book. A statistical variable, VaR is always assigned a confi dence interval (generally 95% or 99%) and a specifi c time frame (in practice, one day or 10 days, as the trading positions involved are meant to be unwound within several days).
Volatility A measure of the magnitude of an asset’s price fl uctuation, i.e. its risk. Volatility corresponds to the standard deviation of the asset’s immediate returns over a given period.
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