Securities portfolio2 treatment of securities transactions” of regulation No. 2014-07 Securities are, in accordance with Book II - Title 3 “Accounting of the ANC, classified according to: debt securities and interbank market instruments), shares and securities), bonds and other fixed-income securities (negotiable their type: government securities (treasury bills and similara other variable income securities; following categories: held for trading, held for sale, held for the economic purpose for which they are held, into one of thea associates and investments in subsidiaries and affiliates. investment, other long-term securities, investments in sheet at the settlement-delivery date.
purposes of the specialized management of a trading portfolio market-making operation. Securities bought or sold for the this category, these securities must, when initially recognized, are also classed as securities held for trading. To be eligible in them in the short term, and securities held as part of a bought or sold with the intention of reselling or repurchasing Securities held for trading: securities that are originallya
the income statement under the heading, “Balance of and the grand total of any valuation difference is recognized on transactions on securities held for trading”.
At each balance sheet date, they are measured at market value any other category are considered as securities held for sale. Securities held for sale: securities which are not classified ina price is recognized in income over the remaining life of the purchase price (excluding accrued interest) and the redemption securities.
They are valued at year end at the lower of their carrying investment are dated fixed-income securities acquired with the Securities held for investment: Securities held fora
purchase price and the redemption price is recorded in income these instruments. Unrealized gains are not recognized.
357REGISTRATION DOCUMENT 2016 - Natixis long-term securities: Investment securities, shares in affiliates and othera management of the corporate entities in which investments with the issuing company, but without any influence over the were made due to the low percentage of voting rights held.
Other long-term securities: investments made by Natixis inj professional relationships and creating a special relationship the form of securities, with the intention of forging lasting price excluding acquisition costs.
They are recognized at their acquisition date at the purchase to a provision for impairment.
Investments in associates: investments in the form ofj to Natixis’ business.
securities the durable possession of which is deemed useful price excluding acquisition costs.
other variable-income securities in related corporate entities Investments in subsidiaries and affiliates: shares andj price excluding acquisition costs. They are recognized at their acquisition date at the purchase
The DCF method for measuring future cash flows is based on management of the subsidiaries in question and approved by the establishment of business plans prepared by the risk-free; an average rate of return on an investment deemed to bea is listed; an average credit spread on the market in which the subsidiarya companies.
an average beta as reflected in a sample of equivalenta shares acquired through arbitraging on stock market indexes rules as other securities in this category. Moreover, treasury are recognized as securities held for trading.
circumstances requiring a change in strategy or when the “held for investment” are permitted in exceptional market conditions are met: reclassified as “held for investment” if the following two The regulation allows banks to sell all or part of the securities the transfer was motivated by exceptional circumstances;a the market for these securities has become active again.a statements.
Internally generated software is carried on the asset side of the outsourcing expenses and personnel costs directly attributable to balance sheet at its direct development cost, including cumulative write-down, amortization and impairment losses. After acquisition, fixed assets are carried at cost less any
declining balance basis when this better reflects the economic or amortized over their estimated useful lives on a straight-line or depreciable or amortizable amount when it can be measured amortization. The residual value of the asset is deducted from its manner in which they are intended, fixed assets are depreciated As soon as they are in a condition to be used by Natixis in the and depreciation periods are applied: useful life or is expected to consume future economic benefits of an item of property, plant and equipment which has a different business and investment property, the following components differently from the item as a whole. For buildings comprising
Internally generated software is amortized over its estimated estimated useful life, which in most cases is less than five years. Purchased software is amortized on a straight-line basis over its
other creditors. Accrued interest is credited to the corresponding which the redemption in the event of liquidation ranks behind all This item covers perpetual and dated subordinated notes, for under “interest and similar expenses”.
off-balance sheet for internal monitoring and regulatory off-balance sheet items. Details for these instruments are purposes, but is not included in the published statement of
These transactions are carried out for four purposes: micro-hedging (hedging of specific transactions or positions);a macro-hedging (overall asset and liability management);a speculative position-taking;a specialized management of a trading portfolio.a or transaction being hedged.
Forward foreign exchange contracts recognized in stages as interest expense or income over the discounts associated with hedged foreign currency futures are effective term of the transaction.
For hedging transactions, income and expenses are recognized of the hedged items.
the assets and liabilities allocated to these institutional The State and other related creditors have a specific right over
actuarial assumptions and actual experience) give rise to resulting from changes in actuarial assumptions and Actuarial assumptions are reviewed annually. Differences financial statements.
adopted by the European Union in June 2012), Natixis chose to (which allowed the partial adoption of revised IAS 19 as maintain the corridor method approach in the parent company
end of the previous reporting period. The portion of actuarial obligation and (ii) 10% of the fair value of any plan assets at the recognized over the average remaining working lives of the gains and losses outside the 10% “corridor” is therefore
In the event of changes to an existing plan or the in income over the period until the benefits become vested. implementation of a new plan, past service cost is recognized
settled in cash indexed to the Natixis share price, which are shares, while others are settled in cash indexed to the Natixis certain categories of staff. Some plans are settled in Natixis plan settled each year, with the exception of “short-term” plans share price. Each plan is a three-year plan, with one-third of the
Since 2010, Natixis has granted share-based payment plans to performance requirements. All of these plans are contingent on satisfying service and/or
on a straight-line basis over the vesting period, unless the service requirement exists, the calculated expense is recognized payment takes place in the year of granting, in which case the
no outflow and, as a result, no expense is recognized; if the granting involves the issue of new shares, Natixis incursa expense is recognized in stages over the vesting period. probable number of shares granted to employees. The provision. A provision is then set aside taking account of the the shares are issued to employees, without an offsetting sheet date if the shares have not yet been purchased and the entry cost of the shares or the share price on the balance granting of existing shares, an outflow will be recognized when if the granting involves the repurchase of shares or thea
(allocation of existing shares), against an expense of €122,000 in at December 31, 2016 in respect of plans to be settled in shares this respect in 2015.
liability is a present obligation arising from past events, the A provision for risks is a liability of uncertain timing or amount. A
resources embodying economic benefits that can be reliably settlement of which is expected to result in an outflow of provisions for restructuring, provisions for disputes, fines and employee benefits and sector and country risks, mainly concern penalties and provisions for other risks.
the effect of discounting is material. Provisions are reviewed at obligation at the reporting date. This amount is discounted when recognized on the balance sheet, other than provisions to cover each reporting date and adjusted if necessary. Provisions estimate of the expenditure required to settle the present The amount recognized as a provision should be the best currencies Transactions denominated in foreign 11 positions is recorded in the income statement. reported in equivalent euro-denominated foreign exchange revaluation of foreign exchange positions. The difference going exchange rate at the balance sheet date through the euro-denominated foreign exchange positions and amounts between amounts resulting from the valuation of denominated in foreign currencies are converted to euros at the Off-balance sheet receivables, debts and commitments operations are recognized under accrual accounts. However, exchange differences relating to institutional
Integration of foreign subsidiaries12 into euros when the functional currency is not the euro and generally accepted accounting principles in France, translated intra-group transactions.
The difference arising from the translation of foreign subsidiaries’ capital allocations are recorded in the accrual accounts.
States participating in the Single Supervisory Mechanism (SSM). The SRF is a resolution financing mechanism available to the became a Single Resolution Fund (SRF) between the member regulation 806/2014 (SRM regulation) established the introduction of a resolution fund as of 2015. In 2016, this fund
Directive) which establishes the framework for the recovery and resolution of banks and investment firms and European
Directive 2014/59/EU (BRRD - Bank Recovery and Resolution contributions to the Single Resolution Fund for 2016. Contributions paid to the fund may be made in cash security directive on ex-ante contributions to financing mechanisms for the resolution, the Single Resolution Board set the level of
security deposits) and in contributions recorded in income as “Taxes other than on income”.
on their amount, their unusual nature with respect to current operations, and the likelihood of the events in question
Changes in accounting methods and 17 comparability of financial statements modified the accounting treatment of fixed assets. The modifications concern in particular: ANC regulation n°2015-06 applicable as of January 1, 2016 the definition of the commercial funda operating life or not the criteria allowing to determine if a fixed asset has a limiteda the modalities of accounting of technical loss of mergera impairments cannot be any more taken back in result. commercial fund and by exception in the general principle, the as well as the rules of depreciation and impairment of thea tangible and intangible assets. In particular, as regards the merger has to be from now on: merger affected the accounts from Natixis in January 1st, 2016. Indeed, in application of this new regulation, technical loss of
Only residual losses that are not broken down must be recognized in goodwill; underlying asset to which it is allocated (property, plant and equipment, intangible assets, and non-current financial assets).
The application as of January 1, 2016 of this change in method led to the recognition of €269.5 million in “investments in
The GAPC hive-off vehicle was closed in the second quarter of 2014 in accordance with Natixis’ strategic plan.(1)
Interbank and similar transactions 132,096 143,394 * o/w subordinated loans 40 91 o/w reverse repurchased securities 43,248 45,754 o/w accrued interest 96 129 at December 31, 2016, the same as at December 31, 2015. The amount of perpetual subordinated loans totaled €40 million irrecoverable loans due from credit institutions.
December 31, 2016, compared with -€65 million at Provisions for non-performing loans amounted to -€63 million at
Restructured loans as defined in Note 1 amounted to €289 million in performing loans at December 31, 2016 versus impairment amounted to €1,672 million at December 31, 2016 versus €1,167 million at December 31, 2015.
(of which €282 million at December 31, 2016 relating to irrecoverable loans versus €294 million at December 31, 2015).
Non-performing loans amounted to €3,479 million at December 31, 2016 versus €3,198 million at December 31, 2015 2015 (of which -€274 million at December 31, 2016 versus -€279 million at December 31, 2015 relating to provisions for
Provisions for non-performing loans totaled -€1,218 million at December 31, 2016 versus -€1,154 million at December 31, irrecoverable loans).
Of which Bonds and other listed fixed-income securities for €18,488 million at December 31, 2016 versus €13,667 million at December 31, 2015.(c)
Unrealized capital gains and losses in the investment portfolio: (in millions of euros) 2016 2015
TREASURY SHARES 8 14 the merger losses accounted for as part of the total transfer of assets and liabilities of Natixis Garantie to Natixis, based on existing capital gains at this date and according to the allocation (gross amount: €306 million, impairment: €36 million).
The table below was drawn up in accordance with the provisions of Article L.247-1 of the French Commercial Code: Breach of threshold of 5% of share capital % at 12.31.2016 Number of shares at 12.31.2016
A - BREAKDOWN OF INVESTMENTS WITH A GROSS VALUE OF OVER 1% OF THE REPORTING COMPANY’S CAPITAL Subsidiaries and investments (holdings in excess of 10%) COFACE SA 1 place Costes et Bellonte - CS20003 92276 BOIS-COLOMBES C 314,496 EUR 884,791 EUR 41,24%
CACEIS 1/3 place Valhubert 75013 PARIS NL 633,000 EUR 490,407 EUR 15,00%
BANQUE PRIVEE 1818 50 AVENUE MONTAIGNE 78008 PARIS NL 88,402 EUR 77,602 EUR 100,00%
NATIXIS ASSURANCES 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 148,014 EUR 1,137,690 EUR 100,00%
NATIXIS CONSUMER FINANCE 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 35,340 EUR 319,646 EUR 100,00%
NATIXIS FACTOR 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 19,916 EUR 183,661 EUR 100,00%
NATIXIS INTEREPARGNE 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 8,891 EUR 18,577 EUR 100,00%
NATIXIS JAPAN SECURITIES CO., Ltd. 1-11-1, MARUNOUCHI, CHIYODA-KU TOKYO 100-6226 NL 18,000,000 JPY (1,637,511 JPY) 100,00%
Guarantees and endor- Prior year net revenues (c) (in thousands of euros)
NATIXIS LEASE 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 267,242 EUR 318,506 EUR 99,81%
NATIXIS TRUST 51 AVENUE JOHN F. KENNEDY L-1855 Luxembourg NL 609,865 EUR 126,042 EUR 100,00%
NATIXIS Marco 47 QUAI D'AUSTERLITZ 75013 PARIS NL 1,000,170 EUR 8,331 EUR 100,00%
NATIXIS PAYMENT SOLUTIONS 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 53,559 EUR 55,387 EUR 100,00%
NEXGEN Financial Holding Ltd 12 Lower Leeson Street Dublin 2 Dublin NL 0 EUR 17,454 EUR 100,00%
NATIXIS GLOBAL ASSET MANAGEMENT 21 Quai d'Austerlitz 75013 PARIS NL 178,252 EUR 3,833,637 EUR 100,00%
B - TOTAL DISCLOSURES ON OTHER SUBSIDIARIES AND INVESTMENTS (*) 21 - French companies (aggregate)
Of which subsidiaries and investments not covered under A.(*) Excluding income of the year.(a) For these lines, details of shareholder’s equity, revenue and income correspond to the most recent audited (b) data (at December 31, 2015).
(a) The application of ANC regulation n°2015-06 as of January 1, 2016 led to the recognition of €269 million in “investments in subsidiaries and affiliates”
gains at this date and according to the allocation (of which a gross amount of €306 million and impairment: €36 million). corresponding to the merger losses accounted for as part of the total transfer of assets and liabilities of Natixis Garantie to Natixis, based on existing capital
Other property, plant and equipment 0 0 0 0 0 the merger losses accounted for as part of the total transfer of assets and liabilities of Natixis Garantie to Natixis, based on existing capital gains at this date and according The application of ANC regulation n°2015-06 as of January 1, 2016 led to the recognition of €269 million in “investments in subsidiaries and affiliates” corresponding to (a)
(*) o/w repurchased securities 78,272 49,360 o/w accrued interest 80 38
Provisions for impairment deducted from assets (1,642) (646) 445 (12) (39) (1,894)
Expected return on plan assets 1,22% 0,95% 0,65% 2,20% 1,70% 1,30%
Supplementary pension benefits and other End-of-career awards Long-service awards Other and other
Benefits paid over the period (1) (4) (1) (27) (33) (2) (3) (2) (28) (35)
Actuarial gains and losses on benefit obligations 22 11 1 6 40 (36) (20) (1) (15) (72)
Actuarial gains and and losses Other actuarial gains and losses not recognized Change in actuarial gains
Debt representing 10% of the total amount of subordinated debt: Date of issuance Maturity date Currency issuance Amount of Frequency of coupon redemption date
27/06/2014 27/06/2026 EUR 900,000,000 Quarterly Euribor 3M+2% No redemption clause 900,000,000.00 900,000,000.00 CONVERTIBLE NON-
Perpetual deeply subordinated notes to the EURIBOR or LIBOR will be paid.
Due to the existence of a loss-absorption clause, the nominal coupon amounts. The original nominal value may however be reconstituted under certain conditions.
Redeemable Subordinated Debt after other creditors but before holders of the super subordinated notes.
maturity date in the event of liquidation of the issuer, and rank medium- or long-term loans or securities equivalent to ordinary subordinated debt. They are redeemable before the contractual
Redeemable subordinated debt issued by Natixis includes all cases, these redemptions are subject to the approval of the banking supervisory authorities.
(in millions of euros) Capital Issue premium Legal reserve General reserve gains regulated
confer the same rights on their holders, except for treasury 3,137,074,580 shares, each with a par value of €1.60. All shares At December 31, 2016, the share capital was composed of subscription of 8,505,624 shares relating to the share issue within the scope of Retention and performance plans, and the allocation of 3,114,520 free shares to certain Natixis employees, The capital increase in fiscal year 2015 corresponds to the reserved for employees under the employee shareholding plan.
TO MANAGEMENT OF PUBLIC PROCEDURES STATEMENT OF ASSETS, LIABILITIES AND COMMITMENTS RELATED
Rebilled expenses 140 154 and intangible assets Depreciation, amortization and impairment of property, plant and equipment
Of which pension costs for €74 million at December 31, 2016 versus €75 million at December 31, 2015.(a)
Including a contribution of €110 million to the Single Resolution Fund (SRF) at December 31, 2016, versus €41 million at December 31, 2015.(c)
their tax contribution is decreased by the amount of prior year additional group tax incurred if subsidiaries return to profit, and provision for restitution of corporate tax, deemed to offset the Any losses transferred to the parent company give rise to a
of the tax unduly paid on the 5% share of costs and expenses
State which, if they had been residents of France, could have from subsidiaries based in another European Union Member share of costs and expenses, fixed at 5% of dividends received
Fee and commission income and expenses 229 36 191 46 502 274 37 180 37 528
Net income from investment and trading portfolio transactions 1,602 43 (1) 1,644 892 235 (15) 1,112
OTHER INSTRUMENTS 321,167 275,597 o/w hedges of interest rate instrumentsa 26,508 23,695 of exchange rate instrumentsa 3 3 of other instrumentsa 5,274 6,175 o/w macro-hedges 545,766 365,918 o/w isolated open positions 335 368
Information on risk management is presented in Section 3.4 of Chapter 3, “Risk Management and Capital Adequacy.”
In 2015, services other than the certification of accounts for Natixis S.A. related to “directly related services” only, whereas in 2016 they covered both “directly related services” and “other services”. In 2015, the provision of these “other services” by the Statutory
Article L.511-45 of the French Monetary and Financial Code and the Ministerial Order of October 6, 2009, require banks to access to banking information.
work of various OECD working groups and summits, and are also part of the fight against money laundering and the financing of territories that are non-cooperative on tax matters based on the These obligations form part of the global struggle against involves: non-cooperative countries forms an integral part of Natixis’ risk monitoring process overseen by the Risk function. This process
Monitoring of Natixis’ subsidiaries and branches in central Risk Control Department; local Risk Officers/functions that have a functional link to thea specific reporting procedures that respect local constraints buta also comply with overall risk requirements.
Number of bonds convertible into shares 0 0 0 0 0
General Shareholders’ Meeting, we hereby report to you, for the year ended December 31, 2016, on: In compliance with the assignment entrusted to us by your
In our opinion, the parent company financial statements give a true and fair view of the Company’s assets and liabilities and financial position, and of the results of its operations for the year then ended in accordance with French accounting principles.
in terms of the accounting treatment of merger losses. impact of the first time application of ANC regulation n°2015-06 company financial statements “Changes in accounting methods and comparability of financial statements” which outlines the
Without calling into question the opinions expressed above, we draw your attention to paragraph 17 of Note 1 to the parent
Measurement of financial instruments company financial statements). We examined the control procedures relating to the validation of models used and to the market, as well as to record certain impairment charges (paragraph 6 of Note 1, and Notes 16, 26, and 34 to the parent
The Company uses internal models and methodologies to measure financial instruments that are not traded on an active definition of the parameters chosen to assess the observability of these models.
Impairment and provisions for credit and counterparty risks risk, the assessment of non-recoverability risks, and the calculation of the corresponding individual and collective company financial statements). We reviewed the control procedures relating to the monitoring of credit and counterparty cover the credit and counterparty risks inherent to its activities (paragraph 1 of Note 1, and Notes 3, 4, 16, and 30 to the parent
We have no matters to report as to the fair presentation and the
As regards the information provided in accordance with the requirements of Article L. 225-102-1 of the French Commercial prepare these financial statements and, where applicable, with holders of the voting rights has been properly disclosed in the management report.
French original signed in Neuilly-sur-Seine and Paris-La-Défense, on March 21, 2017,
Fair practices6.5.4 426 rights Other measures taken to safeguard human 6.5.5
Certificate of inclusion of the CSR I Information 434 of the CSR Information Reasoned opinion on the fairness II
394 REGISTRATION DOCUMENT 2016 - Natixis the sustainable development policy Strategic outlines and organization of 6.1 focus: Mindful of its social and environmental responsibility, Natixis structures its CSR (Corporate social responsibility) policy on five areas of including: Natixis’ CSR strategy are informed by a set of international agreements and consultation within the banking industry, the United Nations Global Compact since 2007;a the Carbon Disclosure Project (CDP) since 2007;a the Principles for Responsible Investment (PRI) since 2008;a the Equator Principles since 2010.a in the work of the ORSE Finance Club.
The CSR team works alongside some 20 correspondents from Natixis’ various businesses (Corporate & Investment Banking, awareness on the subject.
areas, improving on the last ratings established in 2016 and earning its way onto the major CSR indices (Euronext Vigeo -
COP 22, the 22nd Conference of Parties, was held at the end of 2016 in Morocco and brought together some 200 countries.
A pivotal gathering, this COP was dedicated to implementing the Paris Agreement on climate, which came into force in
Agreement’s application rules 2018, thus encouraging all participants to step up their energy transition initiatives.
the development of a sustainable global economy. Through its various global business lines, it has a range of expertise
renewable energy sources, and should increase to 28% between now and 2021. The penetration of renewable energies
the offshore wind farm sector, the Company reaffirmed its leading position in renewable energy infrastructure in Europe the world through its local offices in Europe, North and South America. After a year of dynamic growth in 2016, particularly in
Infrastructure and Projects (GIP) team financed 13 new deals in 2016 for a total amount of €7,522 billion (of which €616 million arranged by Natixis) for a capacity of 2,734 MW: In the Corporate & Investment Banking division, the Global 1,557 MW; three offshore wind power projects with a total capacity ofa two onshore wind power projects with a capacity of 225 MW;a eight solar PV projects with a capacity of 654 MW;a one biomass project with a capacity of 299 MW.a the electrical power sector.
At the end of 2016, renewable energies accounted for nearly 80% of financing projects undertaken by the Natixis GIP team in 2016 key events Offshore wind turbines in Europe in the UK. Natixis played a key role in the swift execution of these deals, the total financing of which was approximately €5 billion.
In 2016 Natixis confirmed its leading position in offshore wind farm financing through its involvement in the financing of three projects: the Merkur wind farms (396 MW) in Germany, and the Beatrice (588 MW) and Racebank (573 MW) projects 6,500 gigawatt-hours (GWh) of electricity per year, i.e. the equivalent of the annual energy demand of 2,000,000 households. They will also reduce CO2 emissions by 3,250,000 metric tons.
Construction of the offshore turbines should be completed between 2018 and 2020. Once built, they will supply up to
following sectors: total arranged amount of €516 million. These transactions are located on French territory and will add 163.3 MW to the
Biomass: 124 MW.a represents an important stage on the French market.
By recording the thermal power of the financed installations, Natixis Energéco passes the bar of 3 GW in 2016, that 2016 key event Albioma
Réunion island, thanks to its turbine which will use ethanol from sugar refineries - a second-generation biofuel that will be supplied by Albioma’s sugar industry partners. The €40 million financing was co-arranged with Caisse d’Epargne Provence combustion turbine operated by the Albioma group. The plant will help meet the growing electricity demands of the south of Natixis Energéco is contributing to the energy autonomy of France’s overseas territories with the financing of a 40 MW
plant will provide the paper mill with steam for its paper production and generate green electricity that will be sold to cogeneration project, together with Natixis Energéco: Adjoined to the Gemdoubs paper mill, the wood energy resource-fired the financing of Akuo Energy’s Novillars (Doubs) biomassa to financing nearly 580 MW in renewable energy projects.
investments for a total of approximately €160 million (out of the fund’s €350 million capacity) since its creation, and contributed
Dedicated specialized units the industry’s largest research teams, comprising 80 analysts, economists and strategists based in global financial centers.
cross-disciplinary expertise, based on joint analyses and targeted research, through the publication of cross-expertise studies and
Its objective is to provide Natixis customers with investors analysis on themes covering the environment, society, technology and ethics.
It proves the relevance of ESG considerations through a comprehensive risk (operating, regulatory, reputation, social,
397REGISTRATION DOCUMENT 2016 - Natixis 2016 key event 21 Mirova funds awarded Socially Responsible Investment (SRI) certification (1)
covers the full range of Mirova’s SRI funds totaling €2.2 billion in assets under management (2) . In 2016, 21 funds managed by Mirova were awarded SRI certification backed by the French government. This certification
Committed to the issues of sustainable development and socially responsible investment (SRI) for close to 30 years (3), Natixis and covering all the United Nations Principles for Responsible
Investment (UN-PRI), of which it has been a signatory since 2008.
The responsible asset management approach is based on four key commitments: work with Mirova’s responsible investment research team (13 analysts) who perform ESG assessments on over 3,700 analysis of ESG criteria throughout the investmenta process: Natixis Asset Management’s portfolio managers issuers. The ratings are made available to the portfolio managers; gone against the principles of the United Nations Global Compact and/or the OECD Guidelines for multinational defined for the controversial armament sector (cluster bombs and land mines), the carbon sector and for issuers who have significant progress in a number of investment processes (Fixed Income, Equity). Sector-based policies have also been management section undertakes a detailed analysis to identify the best way to integrate ESG criteria. This work has led to enterprises (known as the “Worst Offenders” policy); ESG integration and exclusion: each investmenta voting policy and commitment to encourage issuers toa improve their ESG practices by initiating constructive dialog eligible universe of voters and over 400 (4) issuers are involved in the commitment initiatives; with them and by having them give us the floor at General Shareholders’ Meetings: the vote is exercised on 97% of the etc.
2016 key event Five Mirova funds awarded the Energy and Ecological Transition for the Climate (TEEC) certification (5)
and renewable energy infrastructure). The certification was created by the French Ministry of the Environment, Energy and the Sea to channel savings into the energy and ecological transition.
Reference made to a ranking, award and/or rating is not a guarantee of the future performance of said fund(s) or fund manager(s).(5)
398 REGISTRATION DOCUMENT 2016 - Natixis fight against climate change: Mirova also offers specific investment documentation on the developing thematic equity strategies on the environmenta (Europe and Global); (Europe and Global); overview of environmental themes in multi-thematic strategiesa investing in renewable energy infrastructure projects ina Europe; supporting the development of green bonds;a income strategies.
Mirova is the French market leader in solidarity-based investment management with a 34.1% market share(1); it is also the No. 1 asset management company in solidarity-based savings in France, and has a 24.7% market share (1).
(directly and indirectly, up to a maximum of 10%) in social economy and solidarity organizations that actively contribute to with complementary risk/reward profiles. The funds aim to combine financial performance with social impact by financing
Natixis Interépargne, the leader in employee savings plan and solidarity savings funds in France, with a 20.9% market
NEF, SIFA and Terre de Liens. The Natixis Solidaire FPS totaled €145 million in assets at December 31, 2016 (versus results in social matters. Finansol-certified, the FPS also helps finance organizations such as AIDE, Habitat et Humanisme,
An innovative solidarity investment vehicle, this fund invests in numerous socially-inclusive businesses and achieves tangible €127 million at end-2015). The fund is marketed mainly by
SRI and solidarity assets under management relative to Natixis Asset Management’s total AuM (as a %) (a) 4.95 4.98 4.08
Source: Natixis Asset Management at 12/31/2016 in open-ended, dedicated and employee saving funds.(a)
Eco-responsible real estate management and La Banque Postale, provides real estate investment advisory services and real estate asset management for third parties. The
Following the certification programs conducted in 2016, three existing buildings and five new buildings were awarded HQE/BBC or HQE Exploitation certification.
In the interest of furthering its initiatives for better managing energy usage, and in order to better monitor the performance of performance can be centrally managed and monitored. In 2016
Europe, a number of installations began in 2016 and should be envelope upgrades. Following a call for tender in 2015 for the installation of LED lights in all the warehouses managed in have been implemented, including systems for remotely managing heating systems, low-energy lighting and building
Lastly, AEW Europe ran a working group within the French drafted and published a “charter of commitment to developing socially responsible property investment”.
Installation of fluid meters that can be read remotely 10 20 40 2016 key event AEW Europe: recognized environmental policy in a sample of 163 international peers assessed on the basis of PRI criteria. In the international UN-PRI evaluation, AEW Europe was ranked in Category A, i.e. in the 25% of top-performing companies performances.
Private Equity in the United States, and Eagle Asia Management management services: Euro Private Equity in Europe; Caspian France). Three companies offer advisory and investment France and in Europe), and Seventure Partners (capital risk in
Since 2015, Euro Private Equity and Naxicap Partners have been signatories of the Principles for Responsible Investment (PRI).
relevant portfolio managers. of an assessment grid to check the ESG commitment of the advisory role in the drafting of its ESG charter and development investment policy. For Euro Private Equity, Mirova played an Natixis Asset Management, to help it ESG criteria into its partnership with Mirova, the responsible investment arm of commitments as well as its reporting commitments. It works in commitments with regards to due diligence; its post-investment outlining its commitments as an asset management company: its Euro Private Equity established a responsible investment policy support and advise companies on their ESG initiatives. ESG audits. Going forward, Naxicap Partners will continue to each investment, and specialized auditors systematically conduct the teams identify the main ESG risks and opportunities before integration policy and established its ESG charter. Since 2015, Naxicap Partners also implemented an ambitious ESG criteria of green bonds Support for the development 6.1.1.3 this market, backed by international climate agreements and the social projects. Since 2013 we have seen exponential growth in Green bonds raise funds earmarked for environmental and/or $100 billion in 2016.
issue volumes increased from $13 billion in 2013 to over concerted efforts of governments and the private sector: total bond emissions in 2016).
India and of China (China in fact accounts for over half of green participation from outside France, particularly with the arrival of issuers (public entities, banks, private entities) and more With this strong increase has come a more diversified range of for such issues.
Compliance the trust afforded by its customers, the markets and the regulators. monitoring activities, the Compliance Department contributes to are vital concerns at Natixis. Through its preventative and Compliance and strict adherence to professional rules of conduct and capital adequacy”, Section 3.9.1.
“Corporate Governance”, Section 2.5.3 and Chapter 3, “Risks For more information on Natixis Compliance, see Chapter 2,
Incorporating social and environmental criteria in financing operations involved parties, and implements CSR policies in sensitive sectors. assessment, E&S risks in transactions, analyses reputational risk of team (“ESR”). The structure monitors the quality of the Banking’s financing business lines are assessed by a dedicated Environmental and social criteria in Corporate & Investment and management systems Assessment and monitoring of E&S risks
underlying of certain types of transactions not within the scope financing, Natixis ensures the same level of vigilance on the E&S Mindful of the great diversity of its transactions and client large for a dedicated assessment, or certain kinds of assets. for multiple purposes, transactions involving portfolios of assets too associated with an investment program, financing that is, by nature, Such transactions include acquisition financing transactions not upon if necessary.
operations from an environmental, social, sanitary or security point shareholder has a poor management history in the execution of its be carried out.
Implementation of CSR policies for sensitive sectors business lines working in the sectors in question. were established and integrated into the Risk Policies of the For the most sensitive sectors, CSR policies for internal use accordance with the main ideas below: CSR policies are now in place in the following sectors and in criteria applicable to all transactions, covering the nature of Defense: management of transactions via a set of very precisea policy (see next inset); countries. These criteria are an addition to Natixis’ exclusion equipment and the eligibility of importing and exporting country and operator to control and operate its nuclear demonstration, on the basis of precise criteria, by the host regulations (IAEA, etc.), technological reliability, and Nuclear: adherence to the strictest international safetya facilities; environmental, social, health and safety aspects of their demonstrate their operators’ ability to manage the Oil, gas and mining industries: selection of operations thata and best practice; standards (IFC, World Bank) and industry recommendations activities, in adherence with current regulations, international well-established and recognized classifications; of establishment (ensign) and the certifying body according to selection of assets according to operator quality, their country adherence to maritime and sector-specific regulations; Mobile assets used for offshore oil and gas production:a practices and standards.
(CONSOLIDATED DATA FOR 2014, 2015 AND 2016) BREAKDOWN OF THE 189 TRANSACTIONS BY SECTOR ■
companies involved in the manufacture, storage and trade of financing and investment in and offering of services to Since March 2009, Natixis has followed a policy that excludes all management by Natixis Asset Management. proprietary investment, as well as to third-party asset This policy applies to the financing of these companies, to
This commitment is the subject of a detailed sector policy published in July 2016 on the Natixis website (1).
With more than 18,000 employees worldwide, Natixis, like any of Natixis’ buildings Environmental management 6.1.2.1 cost approach to its projects and investments that allows it to The Real Estate and Logistics Department has introduced a total certifications, ensuring maximized energy consumption, waste involved in setting up and monitoring environmental factor in the environmental impact of its activities. It is especially treatment and building accessibility.
Since 2009, Natixis’ management of its buildings has also been departments of Natixis’ data centers.
other environmental factors: olfactory, acoustic and visual comfort, waste treatment, water management, etc. Accordingly, it is fitted with cutting-edge technology aimed at reducing primary energy consumption. Attention was also given to
heating and cooling systems that give greater consideration toa consumption in 2016 (see detailed indicators in section 6.4.2.3). of energy consumption as long-term trend, despite an increase in awareness of “green actions”, have revealed that the reduction These measures, combined with initiatives to raise employee
disabled persons to Natixis buildings: aims to go beyond regulatory requirements to facilitate access to In terms of building accessibility specifically, the department
mobility and fitted with facilities for persons who are visually or
Combating climate change6.1.2.2 carbon action plan is applied to three main areas: Based on calculated carbon emissions (see section 6.4.3.1), a energy consumption; buildings: optimized occupation of work space and reduction ofa videoconferencing; policy; restricted use of taxis and development of business travel: rules for travel by rail or air defined in the travela roll-out of multifunction printers.
404 REGISTRATION DOCUMENT 2016 - Natixis 2016 key event Follow-up of the Paris Climate Action partnership its buildings in Ile-de-France by 20% (compared to 2010).
Week. events were held for staff during sustainable development internal communication media (Intranet, magazine, etc.) and environment. In 2016 a number of articles were published via sustainable development in order to reduce their impact on the Regular communication raises employee awareness of the sustainable development week: Natixis Assurances also organized a number of activities during bee-keeping and on the protection of bees; a workshop with an organic bee-keeper raise awareness ona management and on cleanliness.
guarantees, and even added value, at the social and societal promote eco-friendlier products and services that provide Natixis’ CSR policy. The main objective of the policy is to source of strategic and operational leverage for implementing The socially responsible purchasing policy initiated in 2005 is a
Broader objectives are also pursued through this policy: eco-designed products; promoting official environmental certifications anda industries; responsibility criteria related to their products, services or evaluating Natixis’ suppliers using social and environmentala environmental characteristics of their products. encouraging suppliers to be more transparent in describing thea
In practical terms, the purchasing department provides employees and suppliers with a number of tools: for the most commonly purchased product categories; regulatory or recommended social and environmental criteria a set of “responsible purchasing standards” that set out thea development values; a supplier relations charter incorporating its sustainablea and contracts.
Share of purchases managed by the purchasing department that incorporate social and environmental criteria (as a %) 95 96 91
(as a %) Share of the amounts managed by the purchasing department that incorporate social and environmental criteria
France. This employee pride was also recognized by the inclusion of Natixis in the first Glassdoor listing of best 25 places to work in
Cancer research to three new teams working in precision medicine and cancer treatments.
in Paris, where there was also a donation counter on display of the funds raised by Natixis for the Gustave Roussy research mustaches to show their support and taking part in quizzes. They also attended fun workshops held at two different venues employees to take action. Employees participated actively on the Company social network - posting photos of their In “Movember”, a global mobilization campaign against male cancers that takes place ever November, Natixis invited
Support of solidarity-based student projects initiatives with a socio-cultural or community sports focus, and in the C.A.M.P.U.S. Awards. The aim is to support student Every year Natixis invites students to submit their projects for been awarded financial support from Natixis (prize money of teams from universities, engineering and business schools, have included. Since 2011, 35 highly diverse projects, presented by 2017 initiatives looking at sustainable development will also be
407REGISTRATION DOCUMENT 2016 - Natixis solidarity-based initiatives Employee participation in 6.1.5.2 team spirit. These initiatives demonstrate our employees’ initiatives, which are encouraged by Natixis as a way to build Many Natixis employees are involved in solidarity-based around a cause.
Sports and solidarity amounts paid to the AFM were matched in full by the Company. 30th edition of the Telethon of the Financial Community. The Staff and their families also turned out in large numbers for the association in its public awareness campaign on organ donation. “Course du Cœur” charity road race to support the Trans-Forme For the seventh year running, Natixis entered a team into the
Volunteer leave cooperatives, education networks and partners in science). coordinators (such as associations, women’s’ groups, craftsmen, some 60 employees have lent their support to various project preparation, journey and logistics expenses. Over three years,
banks and charity clothing stores, manning stands for Christmas volunteer missions in projects as diverse as helping at food Secours Populaire and Rêve de Cinéma. In 2016 there were 111 seniority an extra day of leave to do charity work for Since 2014 Natixis gives employees with more than one year of toy distribution, setting up temporary movie theaters at children’s
France. has enabled the support of nearly 21 projects in and outside
The CSR report for 2016 is based on the following standards: which govern reporting structure; Grenelle 2 Act and the energy transition for green growth act, the social and environmental information set out in thea the GRI 4 framework (1).a
The reporting period considered is one full calendar year, running The information in this document covers the 2016 fiscal year.
consolidation scope. Worldwide and FTS staff including in the accounting covers the scope of Natixis France, with the exception of Information on social and environmental performance entities below).
excludes financial investments and affiliates (see list of included policies, and pooling of support function resources. This scope in France managed by the Company: shared agreements and scope is understood as the Natixis scope and all its subsidiaries In terms of the CSR reporting framework, the Natixis France affiliates (see list of included entities in appendix). Indicators are Natixis International, excluding financial investments and deliver information. The applicable scope for HR indicators is regulations and their ability to integrate monitoring tools or relevance of indicators with respect to social and environmental Outside France, the inclusion of entities depends on the broken down by geographic area.
Within the reporting framework, the presentation of the scope for each indicator is as follows: Name of scope Description (on contract) at 12.31.2016
(managed scope) Natixis France financial investments -excluding affiliates Natixis and its subsidiaries* in France -excluding
reporting scope: Compared to 2015, the following changes took place in the 2016 consolidation scope because they are below the 50% In France, Coface S.A. and Fimipar remain excluded from the managed by the Company in social or environmental matters. shareholding threshold and are no longer included in the scope investments (within Corporate Data Solutions) of the affiliate PJ Solomon Company was integrated, and the financial Abroad, the financial investment Altus was sold, a new affiliate In France, Natixis de Ciloger was included in the scope in 2016.
subsidiaries. most part international Natixis Global Asset Management Services factoring. In previous years, the affiliates were for the Midt Factoring A/S was transferred to Specialized Financial
worldwide scope, in 2016 all the social and environmental Excluding the changes in the workforce (FTE) in the consolidated required, a pro forma recalculation for previous years. indicators were applied to the “managed” scope with, when
Specific methodological information on audited data: origin; and seconded employees are accounted for in their entity of Volunteer Program) assignment are not considered. Expatriates Interns, apprentices and beneficiaries of a VIE (International employment contract with one of Natixis’ legal entities. the headcount includes all employees who have an activea employment contracts or fixed-term employment contracts; (work-study placements, internships, VIE, etc.) into permanent Groupe BPCE and the conversion of all other types of contract contracts or fixed-term employment contracts, transfers from hires include external recruitment on permanent employmenta contracts and transfers to Groupe BPCE; permanent employment contract or fixed-term employment departures include external departures of employees ona
Management; governance criteria and are managed by Natixis Asset savings funds that take into account environmental, social and open-ended, dedicated (to Natixis’ clients) and employee SRI and solidarity assets under management includea clause has been signed by the vendor; into account contracts within which a sustainable development purchasing that includes sustainable development criteria takesa available.
GRI: The Global Reporting Initiative, a multi-stakeholder association that develops and disseminates an internationally recognized sustainable(1) development reporting framework.
Natixis also believes that the information about land use is not multi-story, their footprint is limited.
December 2015, the headcount increased by 142 FTEs overall: Year-on-year, and after pro forma adjustments in
Guarantees (+20 FTEs) and consumer finance (+13 FTEs); headcount in the business lines Sureties and Financial Specialized Financial Services + 8 FTEs, despite increaseda expand; +129 FTEs for the Insurance business line which continues to Asset Management and Private Banking business line, and Investment Solutions: +197 FTEs, of which +68 FTEs for thea
Furthermore, Natixis has put in place the Atlas project aimed at created within the new entity.
Portugal. Over the next three years some 600 jobs will be companies) through the creation of a new Natixis entity in Porto, internalizing certain services (currently provided by outside
Corporate & Investment Banking and GAPC (workout portfolio management) 2,987 2,849 2,701
Region 2: Europe excl. France (as a %) 13.2 13.4 13.2
Region 5: Africa, NME, Russia & Others (as a %) 5.3 5.3 5.0
case of retirement or early retirement. long-term leave: illness/workplace accidents of over 90 calendar days, leave lasting several months (maternity, sabbatical, etc.), time savings account (CET) balance in the With respect to employees under contract, “FTE staff” incorporates workforce participation rates and subsidiary consolidation rates, but excludes employees on (b)
Figures restated (pro forma 2015) in accordance with the new definition of the managed scope.(a)
Internal transfers are an important part of talent development and are at the heart of Natixis’ career management opportunities. Over half of job openings are for internal transfers. To keep up this momentum, in 2016 the Human Resources Department again ran an information campaign on internal transfers, featuring workshops with coaches, job presentation forums 100% digital, as well as an internal transfer charter to set out the respective roles, responsibilities and commitments of employees, managers and HR.
Positions filled through internal transfers (as a %) 50.3 54.3 72.0
The compensation policy is a key tool for the implementation of Natixis’ strategy. Its aim is to keep compensation levels competitive relative to the bank’s reference markets. It is structured in a way that encourages employee commitment to the Company over the long term and enhances the Company’s appeal while complying with regulations in force. It reflects the bank’s individual and collective performance.
Natixis’ compensation policy strictly complies with the regulatory framework specific to its sectors of economic activity. It also incorporates the fundamental objectives of equality in the
Average gross annual compensation of staff under permanent employment contracts (excluding profit sharing and employer contributions to the Company savings plan) (in thousands of euros) 79.9 80.3 78.5
Mandatory employee profit-sharing (in millions of euros) * 45.9 32.4 34.2
Total employer contribution paid in respect of the Company savings plan and the collective pension plan (PERCO) (in millions of euros) 38.8 35.6 33.2
Within the Natixis France scope, the average amount paid per employee under the profit-sharing plan in 2016 for fiscal year 2015 totaled €2,184, while the average amount paid for voluntary employee profit-sharing totaled €5,103. In the same scope, the average amount of employer contributions paid per beneficiary in the first half of 2016 was €2,383 for the Company savings plan (PES) and
WORK MANAGEMENT6.3.3 85% of employees in the scope of Natixis France, working at 32 different companies, are covered by the collective bargaining agreements of the banking and insurance industries. There are, however, seven separate agreements across the whole scope, containing specific details depending on the sector.
Absenteeism as a % of total headcount (b) 5.6 5.3 6.6
In 2016 Natixis ramped up its efforts to improve the quality of life at the workplace and the balance between work and home life, as it considers these to be essential to sustainable performance.
workplace with three unions. The agreement covers four areas: Natixis also signed an agreement on the quality of life at the working conditions: Ensure conditions that enable employeesa to deliver high-quality work (adherence to the charters on the proper use of email and best practices for meetings, issued in the first half of 2016, facilitating staff access to information and digital tools, encouraging participative initiatives, trying out work feedback groups, etc.); relations and cooperation: Strengthen the Company’s sociala life in a work context that is becoming increasingly digital (focus on team spirit, the quality of relations, enhancing managerial skills development, trying out new working space arrangements, etc.); etc.); staff, encouraging participation in charities and associations, well-being in the workplace: Step up measures aimed ata preventing health risks and support the work-life balance (maintaining access to inter-company nursery facilities, ongoing roll-out of telecommuting which already applied to over 1,000 transformation plans on working conditions and better integrate the human factor in change management (evaluating the impact on people, strengthening communication and interaction with staff at the various stages of these plans, etc.).
supporting transformation: Better anticipate the impacts ofa 2016 key event “Work & Life at Natixis”: a company initiative to improve the quality of life at the workplace
At the beginning of 2016 Natixis launched the “Work & Life at Natixis” Company initiative, coordinated by the Human
Natixis France scope over the last few years illustrate its willingness to adopt uniform measures that gradually create a group-wide employment framework.
Scope: Natixis France 2016 Natixis agreement % Employees covered Date signature
Agreement on the quality of life at the workplace 100 08/26/2016
On the medical front, Natixis S.A. has a full-service medical department (three company physicians, four clinics, six nurses) to provide its staff with complete medical care. Natixis also has a social service with three full-time social workers within the Company.
Management and occupational healthcare services, play an active role in all areas that involve health, security and working conditions.
Absentee rate for sick leave (including for occupational illness) (c) (as a %) 2.8 2.5 2.9 2014 figures not restated.*
Frequency rate: (number of accidents with leave/hours worked) x 1,000,000, source INSEE.(a)
Various initiatives were carried out in 2016 to raise employee awareness of health-related risks: several cholesterol testing and flu vaccination drives were organized by the medical department;j a conference on UV rays and skin melanoma was held;j two presentations, followed by workshops, on “sleep and new technologies” were held in collaboration with the Institutj National du Sommeil et de la Vigilance.
September 13, 2013, training activities in 2014-2017 are centered on four main objectives: Pursuant to the Group succession planning agreement of January 20, 2015, and the employment agreement of supporting the Company's major business line projects a preparing and supporting transfers within the Company;a enhancing managerial skills and consolidating shared practices;a improving the professionalization of the teams;a longer-term programs targeting the development of individual and collective skills. These multi-modal solutions help
The teams in charge of training develop comprehensive as well as tailored solutions, offered through one-off initiatives or continuously enhance staff’s competitiveness and employability.
In 2016 a number of innovative solutions were deployed to share information and support the Company’s digital transformation. Natixis France employees clocked in over 216,000 hours of training, i.e. 89 % of Natixis staff in France benefited from one or more of the training modules.
Provisional consolidated figures at 01.15.2017, representing at least 90% of hours of training received during the year.*
OPPORTUNITIES DIVERSITY AND EQUAL 6.3.7 committed to preventing discrimination in every form and at every stage of Human Resources management, including recruitment, training and management of its employees’ careers. With the support of a dedicated diversity and disability management team, and a network of contacts in the business lines, it has established a policy designed to capitalize on the diversity of profiles, experiences and skills in its employee base.
In 2016, Natixis continued to move ahead with its initiatives to promote diversity, based on three priority areas: gender equality in the workplace;a retention of older employees;a the professional integration and retention of employees witha disabilities.
Natixis signed an agreement with Mozaïk RH, a leader in the placement of graduates from diverse backgrounds, to participate in the program #JobsForAll - Révélons Tous Nos Talents. Launched by the Embassy of the United States of America in France, the initiative works by putting young graduates from diverse backgrounds (selected by Mozaïk RH) in contact with US companies and major corporations operating in France. After a number of recruitment sessions, the successful candidates are offered internships or work-study placements in these companies.
Gender equality in the workplace6.3.7.1 aims are as follows: In 2016 Natixis pursued its policy on gender equality in the workplace and the promotion of gender diversity. The policy’s to adhere to the principles of non-discrimination towardsa women in the various HR process, and in particular eliminate any pay gaps; help women reach senior positions. It involves ensuring ana equal number of men and women in training programs for “high-potential” employees, and offering specific training for women to help them overcome internal obstacles in the way of their career development.
In 2016, 57 female employees attended the “Réussir sa carrière and CFO of Heineken, have been the network’s sponsors since its formation.
In 2016 Winn had over 800 members, 300 of which internationally across the networks Winn Hong Kong, Winn
Percentage of women senior executives (as a %) (c) 28.7 23.5 21.5
Percentage of women executives (as a %) (a) 43.5 43.1 42.3
Percentage of women granted individual pay increases (as a %) (c) 54.2 54.6 53.1
Percentage of women in the part-time workforce (as a %) (a) 89.7 90.9 91.5 2014 figures restated (pro forma 2015) in accordance with the new definition of “managed” scope.(a)
Retention of older employees6.3.7.2 subsidized part-time work for staff over 58, and skills volunteering with non-profit organizations, to facilitate staff’s transition from active employment to retirement.
As part of the employment agreement signed in September 2013, Natixis set up a generation contract that provides for various measures in favor of older employees, including a minimum hiring rate of staff over 45, access to support its operation.
Nine partner associations were selected to participate. They support a number of causes: disability, environment, children’s
workforce was 14,6 % (versus 14.1% at end-2015), taking into account long-career departures, retirements and the end-of-career measures of the headcount adaptation plan.
Professional integration and 6.3.7.3 retention of employees with disabilities network of experts in the business lines, the policy has led to two company agreements, has strengthened cooperation with management and delivered tangible results. In five years Natixis’ employment rate of disabled persons has more than tripled to reach 4% in 2016.
Since 2011 Natixis is committed to a policy to promote the hiring, professional integration and retention of people with disabilities. Championed by the Mission Handicap team and its
Facilitate access to employment and hiring: participation ina specialized recruitment forums, partnerships with postgraduate schools and universities, development of candidate pools, etc. In 2016 Natixis hired 27 employees with disabilities (seven of
IT, etc.). As an example, the number of invitations to tenders in this sector has significantly increased, primarily by renewing co-contracting, on-site service and supply contracts (see section 6.1.3); Promote the use of disability-friendly companies: diversifya approved services and partners (digitizing, printing, advisory and
bargaining, the prevention of discrimination, the elimination of forced labor and the abolition of child labor.
They are followed within the framework of Natixis’ responsible purchasing policy: supplier contracts and the rules and principles established by the purchasing department (invitations to tenders, supplier sustainable development charter, contracts) contain clauses governing compliance with human rights by suppliers and their subcontractors.
This chapter presents the results of the programs and measured described in paragraph 6.1.2 “Management of our direct environmental impacts”. The 2016 environmental reporting scope consists of Natixis and its subsidiaries in France (excluding financial investments and affiliates - see scopes in Chapter 6.2), i.e. 291,555 (1) m2 and 18,874 workstations.
Ordinary industrial waste - not sorted (in metric tons) 534 116 413 cardboard, glass, metal, etc.) and hazardous industrial waste (WEEE, solvents, paint, varnish, infectious waste, etc.). Waste is recycled or subject to a special treatment process.
The raw material used the most at Natixis is paper (reams, envelopes, desktop publishing, internal and external printouts, etc.). All the paper used is sustainable forest management-certified (FSC (1)and PEFC(2) certifications) and some is made from recycled fibers.
Consumption per workstation (in kg) 17.25 19.38 28.29 paper) is steadily falling. The Company’s printing systems have Everyday consumption by employees (reams of paper, letterhead throughout the group.
A carbon action plan is under development since 2011 (see Section 6.1.2.2).
Since 2014 Natixis also committed to a policy to gradually from 14 to 20 (four of which are rechargeable hybrid vehicles). It should be noted that three orders for electric cars were made in 2016 for the Company fleet, taking the total number to six.
and/or hybrid electric vehicles, the average CO2 emission rate of Natixis' fleet has decreased form 115 g in 2015 to 114 in 2016.
As diesel engine vehicles are being replaced in favor of petrol
BREAKDOWN OF COMPANY VEHICLE FLEET BY ENERGY ■ SOURCE AT 31/12/2016
This downtrend should accelerate as manufacturers expand their range of clean vehicles and government measures improve (restricted traffic areas, fuel tax recovery, Euro 6 emissions
Since 2011, the business travel and expenses policy has set rules ensuring the safety and comfort of employees during business trips, while contributing to the policy of optimizing the
These rules are fully accessible on the Intranet. A travel agency
Regarding urgent courier services in the Paris region, the Real Estate and Logistics Department has suggested using cycle couriers for distances under 3 km (17.5% of the courier needs). This mode of delivery represented over 3,900 km in 2016.
Many Natixis customers are impacted by the new climate regulations, including manufacturers in the infrastructure, steel and cement sectors. The implementation of mechanisms such as the EU Emissions Trading System forces them to limit their greenhouse gas emissions by making additional investments or buying GHG emission allowances on the market. The financing
Natixis’ service operations are predominately located in urban environments and do not have a direct material impact on the leak-proofing of installations containing potential pollutants. regular maintenance of sensitive systems and reinforced natural environment. That said, prevention measures have been taken to avoid any accidental water or air pollution. These include
It helps develop local employment through its international offices, branches and subsidiaries abroad (see section 6.2).
In the course of its business, Natixis has dealings with various stakeholders, including but not limited to:
Measures taken to safeguard against all forms of corruption are described in section 6.1.1.4 “CSR risk management”.
principle is factored in at various levels at Natixis: committed to respecting human rights. This fundamental As a signatory of the United Nations Global Compact, Natixis is management policy, which aims to maintain good working it is naturally applied within the Human Resourcesa and safety conditions for Natixis employees worldwide; suppliers and their subcontractors; they are incorporated in Natixis’ responsible purchasinga established by the purchasing department (invitations to policy: supplier contracts and the rules and principles contain clauses governing respect for human rights by tender, supplier sustainable development charter, contracts)
local populace. In 2013, the Equator Principles were updated attention being paid to the impact of financed projects on the rights and to more effectively deal with human rights under to recognize the UN’s framework for companies and human the duty of care.
New hires under permanent contracts (as a %) 75,5 72,2 72,7
In London, as Natixis is committed to providing equal opportunities in employment, the Bank decided to actively seek point Natixis London requires that any recruitment consultant out greater ratios of female applicants for roles. As a starting provides a diverse mix of candidates.
female employees find spaces in daycare for their young children applicants for a position are equally qualified. The Bank also helps and thus make them easier to return to work.
In Milan, Natixis monitors gender pay equality and is part of a
meeting around Winn (Women in Natixis Network), an initiative promote gender equality. Natixis Dubai has initiated a first that was launched in 2012 in France to support gender diversity.
In Frankfurt, several employees are disabled and therefore works closely with health insurance organizations to provide benefit from special legal and regulatory protection. Natixis special legal and regulatory protection and three employees are In Milan, two employees are disabled and therefore benefit from also organizes preventive health exams yearly.
allowed to assist disabled parents with special permission. Milan works with a company whose objective is to integrate disabled In Madrid, Natixis hired a disabled person in 2014 and regularly persons into the job market.
participate in a series of conferences on a variety of subjects, a work/life balance. Throughout the week the Staff could
13 to 19 June. Each day, the Milan Staff took part in activities In Milan: The annual “work-life balance week” took place from week, new initiatives have been organized in the Branch such as related to well-being, health or efficiency. After the wellness
conditions at its new modern office compared to the previous In Moscow, Natixis provides improved quality of life at work
In Milan: Natixis has opted for more environmentally-friendly initiated a new environmental policy encouraging employees to office supplies (i.e. use of bicycle couriers). The Bank also off the light when out of office, taking the stairs instead of the adopt green gestures on a day-to-day basis with stickers (i.e. turn elevator, etc.).
Data on electricity consumption was collected for Natixis’ main operations in the EMEA region: Electricity consumption (in MWh) 2016 2015 2014
drop boxes throughout the office and collects toys for sick In London, Staff donates food for local food banks in dedicated
SOS-Children’s Villages. 15% of the cost of a gift for an children in local hospitals. The Company has partnered with employee’s new baby is donated to the charity plus an additional
In Milan, when possible, Natixis uses suppliers that work with also participates in a local Marathon to support charities and non-profit organizations (i.e. catering or gift services). The Branch
Caritas manages the supermarket, chooses the beneficiary Madrid Staff and contributions are topped by the Madrid Branch.
“Reading Nations”- "5 million books from the UAE to the world" also participated as volunteers at the book donation campaign
associations in support of disabled children. Natixis is a sponsor In Moscow, Staff takes part in charity drives organized by charity
Measures promoting the employment and integration of disabled persons and examines all special-needs requests. Policies governing Natixis complies with the “US Americans with Disabilities Act”
salary preservation in the event of temporary or permanent protections,” provide coverage for disabled employees. disability, combined with the “Family and Medical Leave Act
& Investment Banking’s main buildings in the United States: Data on energy consumption was collected for Natixis Corporate and where most of its employees work; building 1251, which is Natixis’ registered office in New Yorka centers are located.
the Plaza V building in New Jersey where the back-up dataa
Data on water and paper consumption for Building 1251 and the Plaza V building: Water consumption (in m3) * 184 185 182,5
Waste reduction and sorting measures at the two main Natixis buildings in the US: reduction of paper consumption: photocopiers are configureda to print on both sides; waste management: paper cups are used and recycled.a
Employees in the Americas region are predominantly hired in the local employment. country of operation, which contributes to the development of
Central Park and the Brooklyn Bridge; a partnership with the organization for the conservation ofa helps inner-city youth; support for the “Harlem RBI Bids for Kids” association, whicha people the opportunity to play their sport recreationally or support for the Wheelchair Sport Federation to give disableda competitively.
supports its employees’ initiatives by publishing information and organizing collections for various associations.
New hires under permanent contracts (as a %) 91,1 89,1 91,0
Data on energy consumption (power and air conditioning) were collected for the four main operations in Asia.
(platinum-level BEAM certification, bronze-level LEED certification for interior design). Natixis’ teams in Hong Kong work in the “ICC” building, which received several certifications for its environmental performances
Coastal Cleanup. participation for the second year running in the Hong Konga
Report of one of the Statutory 6.7 management report information provided in the social, environmental and societal third-party bodies, on the consolidated Auditors, appointed as independent
To the Shareholders, as an independent third-party body, accredited by the French In our capacity as the Statutory Auditors to Natixis S.A. appointed 2016, as presented in the Management Report, pursuant to the Information") prepared for the fiscal year ended December 31,
Accreditation Commission (COFRAC) under No. 3-1048 (1), we environmental and societal information (hereinafter the "CSR hereby present our report on the consolidated social,
in accordance with the standard applied by the Company in Article R.255-105-1 of the French Commercial Code, prepared the Management Report. This Standard is available from the (hereinafter the “Standard”), a summary of which is provided in
The Board of Directors is responsible for drawing up a Management Report including the CSR Information provided for
Code. In addition, we have implemented a system of quality requirements of Article L.822-11 of the French Commercial control including documented policies and procedures regarding standards and applicable legal and regulatory requirements. compliance with the ethical requirements, French professional
It is our responsibility, on the basis of our work: Management Report, or that any omission is explained to certify that the CSR Information required is included in thea
French Commercial Code (Certificate of inclusion of the CSR pursuant to the third Sub-Paragraph of Article R. 225-105 of the
Information); fact that all the significant aspects of the CSR Information, to draw a conclusion expressing reasonable assurance on thea with the Standards (Reasoned opinion on the fairness of the taken as a whole, are presented in a fair manner, in accordance
We performed our work in accordance with the order dated May 13, 2013 defining the conditions under which the independent professional code of the Compagnie nationale des commissaires third party performs its engagement; in accordance with the
Conclusion hereby certify that the CSR Information required is included in Based on this work, and given the limits set out above, we the management report.
ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information.(2)
Nature and scope of the work gathering the information, and where applicable, with the preparing the CSR Information at the departments in charge of management procedures, in order to: individuals responsible for the internal control and risk
view to the completeness and consistency of the Information, processing and control process had been implemented, with a ascertain that an information-gathering, compilation,a
Information, in view of the company’s specific features, the in accordance with the nature and significance of the CSR
explanations, where applicable, regarding the total or partial Finally, we have assessed the relevance of the related limitations inherent to information and internal control systems,
We believe that the sampling methods and the size of the judgement allow us to express a conclusion of limited assurance; samples chosen by us (2) while exercising our professional work. Due to the use of sampling techniques and other a higher level of assurance would have required more extensive
Quantitative environmental indicators: Energy consumption: electricity, heating and cooling utilities in office buildings - excluding data centers women in the Executive Committee, Total number of training hours.
practices, Integration of CSR in our business lines, Responsible investment solutions, CSR risk management including the Inclusion of social and Qualitative information: Human Resources and Diversity Management policies, Diversity and equality of opportunity, Compensation, Fair
DISTRIBUTION OF SHARE 7.3 CAPITAL AND VOTING RIGHTS 449 Distribution of share capital at December 31, 7.3.1 management and supervisory bodies Ownership of shares by members of 7.3.2
Employee shareholding7.3.4 449 past three years Changes in the shareholder base over the 7.3.5 or potentially exercising control over Natixis Natural or legal persons exercising 7.3.6
Directors with share capital of €5,019,776,380.80. A joint stock company (société anonyme) with a Board of
Registered Office – Term – Corporate Chapter I: Form of the Company – Name –
Registered office and term Article 1 – Legal form – Name –
The Company is a joint stock company (société anonyme) with a registered office is in Paris (13th), at 30, avenue The name of the Company is “Natixis”. The Company’s
raised to 99 years beginning on November 9, 1994 unless it is The term of the Company, created on November 20, 1919, was extended or dissolved early.
The corporate purpose, in France and elsewhere comprises: per the banking law; the conduct of all banking business and related businesses asa
French Monetary and Financial Code; the provision of all investment services as defined in thea the performance of the specific assignments entrusted by thea framework of special agreements; French State in the economic and financial area, in the the performance of all brokerage business;a activities referred to above; associations with a direct or indirect connection with the the acquisition of interests in companies, groups ora transactions.
Shares in the Company may either be registered shares or identifiable bearer shares, at the shareholder’s discretion.
according to the terms provided for by law and regulations. They are registered in share accounts and are transferred
Company by registered letter with acknowledgment of receipt of voting rights), or any multiple of this percentage, shall notify the a period of 15 days following each acquisition or sale of this the number of votes they own. This notice must be made within fraction.
representing at least 1% of the voting rights, the shares recorded in the minutes of the meeting from a shareholder their voting rights for a period of two years following the exceeding the fraction which should have been declared will lose notification compliance date.
the ownership of the Company’s assets which is proportional to contributions to the Company’s share capital.
Shareholders shall be liable for losses only to the extent of their acceptance of the Company’s bylaws and of the resolutions Ownership of a share implies, by the operation of law, voted by the General Shareholders’ Meeting.
procedures and according to all means authorized by law and under the conditions stipulated by the regulations in force. Board of Directors. Failure to pay-up the shares is sanctioned decisions voted by the General Shareholders’ Meeting or the The new shares subscribed will be paid-up according to the
Article 9 – Structure of the Board of Directors event of a merger.
(18) directors, subject to the departures stipulated by law in the at least three (3) directors and no more than eighteen The Company is managed by a Board of Directors, composed of event of the vacancy of one or more seats, due to death or Shareholders' Meeting; however, the Board has the right, in the period remaining in his predecessor's term, subject to ratification resignation, to appoint replacements by co-opting, each for the by the next General Shareholders' Meeting.
When it has been established, in accordance with the regulations shareholders exceeds the threshold established by law, a in force, that the percentage of the capital owned by employee calculating the maximum number of directors referred to in the director appointed in this capacity is not taken into account in first paragraph of this Article.
by the Supervisory Board of the employee mutual fund(s). The Meeting from among the candidates designated for this purpose
The director appointed in this capacity sits on the Board of and obligations as the Company’s other directors. Directors and is entitled to vote. He is subject to the same rights
When this percentage is exceeded, the oldest of the directors exceed one-third of the number of directors in office.
The number of directors who are over the age of 70 shall not hundred and forty (140) Company shares.
elected for the duration of his term as director and may be individual, selected from among its members. The Chairman is The Board of Directors elects a Chairman who must be an
Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year during which the
Article 11 – Meetings of the Board of Directors registered office or at any other location indicated in the notice.
Company’s interests and legal and regulatory provisions so require, upon notice from its Chairman, either at the
The Board may also be convened by the Chairman at the request
Subject to an emergency such as defined below and the case 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 director or by one of the Vice-Chairmen, as the case may be.
Decisions are made at a majority of the votes of the members
The Board of Directors establishes Internal Rules which may stipulate that, except for adopting decisions concerning the videoconference or by using telecommunication means, under the conditions permitted or required by law and the regulations in financial statements and the Group’s management report, the directors who participate in the Board Meeting by majority.
In the event of an emergency as defined below11.2 (“Emergency”), the following accelerated procedure may be applied.
short notice, imposed by a third party on pain of foreclosure, An emergency is defined as an exceptional situation (i) subject to the Company which is incompatible with the application of the usual notice periods for the Board of Directors.
where non-compliance might incur damages for the Company or one of its main subsidiaries, or (ii) requiring a rapid response from provided that the Chairman of the Company’s Board of Directors has: In the event of an Emergency, the notice and convening periods of the Board of Directors are not subject to Article 11.1 above, given prior notice to the directors providing the reason for thea Emergency as per the foregoing definition; and provided all directors, along with the notice of said meeting,a with all the necessary information for their analysis.
Article 12 – Powers of the Board of Directors powers expressly granted by law or these bylaws to General Shareholders’ Meetings, the Board concerns
The Board of Directors defines the guidelines for the12.1 and governs the business of the Company through its deliberations. The Board of Directors performs the controls and checks it deems appropriate.
regulations in force, the Internal Rules of the Board of Directors will determine the decisions which will be the issuing of bonds and all other securities representing debt securities.
The Board of Directors is qualified to decide or authorize12.3 choosing, the necessary rights to complete, within a period of one year, the issue of such securities and to draw up the procedures.
Directors’ fees may be allocated to the Board of Directors by the General Shareholders’ Meeting. The Board distributes them
Article 14 – Senior Management procedures either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors bearing the title of
The choice between these two Senior Management procedures is made by the Board of Directors which may take valid decisions only if: 15 days in advance of the Board Meeting; the agenda containing this item has been sent out at leasta at the meeting.
concerning the Chief Executive Officer will apply to the Chairman of the Board of Directors who will assume the title of Chairman
When the Company’s Senior Management is handled by the Chairman of the Board of Directors, the following provisions and Chief Executive Officer.
Shareholders’ Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules.
of his term as director when he is a Board member.
The Chief Executive Officer may delegate a portion of his powers
On the proposal of the Chief Executive Officer, the Board of Directors may appoint one to five individuals selected from
conferred upon the Deputy Chief Executive Officers. They have the same powers with respect to third parties as the Chief
Article 17 – Liability of the directors misconduct in their management, under the conditions and subject to the penalties stipulated by the laws in force.
Nonvoting members are appointed for a term of four (4) years. A
Directors. They sit on the Board of Directors in an advisory capacity.
The non-voting members receive the same information as the directors, and are convened to all meetings of the Board of
Article 19 – Statutory Auditors stipulated by law. They are vested with the duties and powers conferred upon them by the laws in force.
The primary and substitute Statutory Auditors are appointed by the Ordinary General Shareholders’ Meeting under the conditions
General Shareholders’ Meetings are convened by the Board of Directors or, failing this, under the conditions of Article L.225-103 to General Shareholders’ Meetings – Powers Article 22 – Admission
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
present or represented shareholders. The electronic form can be filled out and signed directly on that site by any process provided meeting organizer, by the required deadline, are considered
Shareholders may vote by post or by proxy in accordance with transmission, including the Internet, in accordance with the applicable regulations at the time of their use. This decision is participate in General Meetings by means of video-conferencing and may vote using all means of telecommunications and remote
of shares before the second business day preceding the meeting at zero hour, Paris time, the Company will, as a result, invalidate considered irrevocable written documents that are enforceable in all cases, it being clearly stated that in the event of the disposal
A register of attendance is kept in accordance with the case may be, in the announcements and notices of the meetings.
The Board of Directors may, at the time of the notice, decide to publicly broadcast the entire meeting by videoconference or
Article 25 – Voting rights years under the same shareholder name is demonstrated under Article L.225-123 Paragraph 3 of the French Commercial Code,
By way of exception to the granting of double voting rights to any fully paid-up shares for which a registered entry for two each member of the meeting has a right to as many votes as they hold or are represented by shares.
Following the Company’s dissolution and during its liquidation, these copies or extracts are certified by one or more of the liquidators.
The nature of the documents and the terms and conditions for their dispatch or availability are determined by law and
The Extraordinary General Shareholders’ Meeting may be provisions of these bylaws, in particular it can increase or reduce the share capital, extend the Company’s duration or decide its convened at any time either by the Board of Directors or pursuant to any legal provision. It may amend any of the financial statements – Appropriation of earnings
Furthermore, at the end of each fiscal year, an inventory is companies and by banking regulations.
legal reserve. This levy ceases to be mandatory when said reserve reaches a sum equal to one-tenth of the share capital. It
laws in force, and which it can carry forward, or place on reserve, or distribute partially or entirely, on the proposal of the Board of distribute sums levied from retained earnings or from the reserves at its disposal; in such case, the decision expressly
second option, payment will take place through the allocation of to the shareholders, for all or a part of the dividend distributed, between payment of the dividend in cash or in shares. In this
Company’s equity falls below one-half of the share capital, the Board of Directors is required, within four months following the
Article 35 – Dissolution – Liquidation method, on the proposal of the Board of Directors and subject to the legal requirements in force, and appoints one or more
At the Company’s expiry, or in the event of early dissolution, the General Shareholders’ Meeting determines the liquidation liquidators whose powers it determines.
identifiable bearer shares, at the shareholder’s discretion. Shares in the Company may either be registered shares or according to the terms provided for by law and regulations. They are registered in share accounts and are transferred
26-month period to carry out capital increases with retention or cancellation of preferential subscription rights (these granted the Board of Directors financial authorization for a The Combined General Shareholders’ Meeting of May 19, 2015 subscription rights, and a par value ceiling of €499 million for value ceiling of one and a half (1.5) billion euros, covering a par value ceiling of €1.5 billion for capital increases with preferential
This same meeting resolved in particular that under certain circumstances, the Board of Directors may: French Monetary and Financial Code (private placement); decide to increase capital without preferential subscriptiona rights through an offer as set out in Article L.411-2(II) of the the Company, within the limit of 10% of the share capital at the time of the issue; with a view to remunerating contributions in kind granted to decide to increase capital with preferential subscription rightsa decide to increase capital via the incorporation of premiums,a reserves, retained earnings or other items; decide to increase the number of securities to be issued,a within the legal limits, in the event of capital increases with or without preferential subscription rights; (50) million euros.
an employee savings plan, up to the par value limit of fifty decide to increase the share capital reserved for members ofa
Company's share capital at the date of the Board of Directors’ decision to award the shares, with a sub-limit of 0.1% of the the French Monetary and Financial Code. requirements for the persons referred to in Article L.511-71 of
to the Chief Executive Officer of Natixis. These shares will be permanently vested at the expiry of a vesting period ending on
The Board of Directors of Natixis, at its meeting ona February 18, 2015, by virtue of the authorization granted by the
2016 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 24, 2016, 20th resolution),
The Board of Directors of Natixis, at its meeting on July 28,a permanently vested in part on March 1, 2018, and in part on March 1, 2019, subject to presence and/or performance resolved to award 3,081,642 free shares to the recipients designated by the Board of Directors. These shares will be
Meeting of May 27, 2010, 18th resolution) expired on March 4, 2016.
In a ruling made on March 1, 2016, the Chief Executive Officer of and that the number of shares to be issued to the beneficiaries under the 2013 LTIP came to 90 new shares.
In a ruling made taken on March 4, 2016, the Chief Executive share capital through the incorporation of the special unavailable reserves account, amounting to €1,531,788.80 for the three
In a ruling made on July 26, 2016, the Chief Executive Officera €12,783,115.20 and additional paid-in capital of €13,390,313.18), and the by-laws were amended accordingly.
Amount used 05/21/2013 17 To aware free shares €246 m (a)
5/19/2015 12 capital by canceling treasury shares To carry out a reduction in the share 10% of the shares making up the
To carry out a capital increase, through the issuance – without €499 m (a) months
None None 5/19/2015 15 through an offer as set out in Article L.411-2 (II) of the French
months None None 5/19/2015 16 kind involving securities of unlisted companies access to capital in the Company as remuneration for contributions in
months None None 5/19/2015 17 reserves, retained earnings or other items
Article L.225-129-6 of the French Commercial Code subscription rights in favor of said members, pursuant to
To increase the share capital by issuing shares or securities giving access to the Company’s capital, €50 m (a)(b)
months 2/10/2016 €12,783,115 5/24/2016 19 To aware free shares under LTIP of the share capital 0.2%/0.03% (c)
Amount deducted from the ceiling decided in resolution No. 13 of the General Shareholders’ Meeting of May 19, 2015 (€1.5 bn).(a)
SUMMARY OF STOCK OPTION PLANS GRANTED TO NATIXIS EXECUTIVE CORPORATE OFFICERS AT DECEMBER 31, 2016R
of which 0.76% held outside of employee savings plans by employees and former employees.
of which 0.69% held under the BPCE Actions Natixis employee share ownership plan, including bearers of Groupe BPCE shares.
BODIES OWNERSHIP OF SHARES BY MEMBERS OF MANAGEMENT AND SUPERVISORY 7.3.2 owned by BPCE). Board members, including natural and legal persons, owned 71% of Natixis’ capital at December 31, 2016 (almost all of this being
TREASURY SHARES7.3.3 1,457,006 treasury shares at December 31, 2016. Under the share buyback program authorized by the General Shareholders’ Meeting of May 19, 2016, Natixis owned
The table below shows the number and percentage of shares held as treasury shares at December 31, 2015 and December 31, 2016.
During this meeting, the Board of Directors (by virtue of the authorization granted by the General Shareholders' Meeting of May 24, 2016, resolution twenty) decided to award 2,995,377 free shares to employees for the 2016 employee retention and performance plan (2016 PFP), and 86,265 shares to the Chief Executive Officer of Natixis.
enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope.
As part of the Mauve scheme, beneficiaries are able to subscribe for Natixis shares (or, for international beneficiaries, under an economically similar formula) on advantageous terms and benefiting from employer-paid contributions in compliance with the provisions of existing plans within the Natixis group.
employee savings plans in France, this number may be reduced outside of France based on local legislation and the formula proposed.
The amounts invested in the Mauve Plan are locked up for a period of five years. Barring cases of early unlocking applicable to
Board of Directors again decided to use the authorization to carry out a capital increase - without preferential subscription rights
Accordingly, at its meeting on February 10, 2016, the Natixis the Combined General Shareholders’ Meeting of May 19, 2015 (resolution nineteen), for the launch of the Mauve 2016 employee share ownership plan with an overall par value ceiling of €50,000,000, representing a maximum of 31,250,000 shares.
recognized Natixis’ capital increase for a total of €26,173,428.38 through the issuance of 7,989,447 new shares each with a par
Information from Article L.2251003 7.4 of the French Commercial Code information, where said information may have an impact in the event of a public offer.
Natixis’ main shareholder, BPCE held 71% of the share capital and 71.03% of the voting rights at December 31, 2016. Given its capital structure, Natixis believes that a hostile takeover bid would have very little chance of succeeding.
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 453REGISTRATION DOCUMENT 2016 - Natixis
Natixis and its group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com).
Meeting to be held at 3 p.m. on May 23, 2017 at Palais Brongniart, 28 Place de la Bourse – 75002 Paris.
These resolutions can be categorized into two groups: referred to in Article L.511-71 of the French Monetary and Financial Code, (vi) approval of the co-opting of one director, reappointment of one director, and (vii) trading by the Company in its own shares; items making up the total compensation and benefits of any kind attributable to the Chairman of the Board of Directors and the Chief Executive Officer, (v) overall budget for compensation paid in fiscal year 2016 to the employees
respect of fiscal year 2016 to each executive corporate officer, (iv) approval of the principles and criteria for determining, distributing and allocating fixed, variable and non-recurring
In resolutions one and two, the General Shareholders’ Meeting is asked to approve the Natixis 2016 parent company and consolidated financial statements, respectively.
The dividend will be detached from the share on May 26, 2017 and paid starting on May 30, 2017.
It should be noted that the dividend of €0.35 per share shall entitled to dividend payouts. This amount is estimated based on the amount of share capital at December 31, 2016. It will be adjusted depending on the number of shares(1)
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 454 REGISTRATION DOCUMENT 2016 - Natixis
France, this dividend will be taken into account automatically by law to determine total gross income subject to the progressive income tax scale, and will be eligible for an allowance of 40% of the gross amount received (Article 158-3-2 of the French General residents for tax purposes in France that have applied for an exemption under the conditions set out in Article 242 quater of the French General Tax Code. All of the Company’s shares are eligible for this tax treatment.
February 9, 2017. These agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fiscal year 2016 and still in effect, which do not require re-approval by the shareholders (see Chapter 7, section 7.6 of the 2016 Natixis registration document).
and Banque Palatine designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of its client investment services to Natixis EuroTitres and Caceis,
These additional costs are partly the result of technical modifications to be made to the counterparty's information system to connect it to the Natixis - EuroTitres information system and partly due to specific developments needed to and previously rendered by a service provider outside Groupe BPCE. This amendment changed the amount of Natixis’
compensation in order to take into account an additional cost that was not anticipated by the parties when the protocol was signed.
The authorization granted by the Board of Directors at its meeting of February 9, 2017 with regard to the signing of an amendment to the protocol for compensation between Natixis
In accordance with the recommendations of the AFEP-Medef corporate governance Code of November 2016 (section 26) to to François Pérol, Chairman of the Board of Directors of Natixis Components of compensation due or granted in respect of the fiscal year ended December 31, 2016
Fixed compensation €0 Since he took office in 2009, each year François Pérol has waived any form of compensation whatsoever as Chairman of the Board of Directors of Natixis.
Directors’ fees €0 a director is directly allocated to BPCE, also a Natixis director. Under a Groupe BPCE rule, the portion of directors’ fees due to François Pérol as leaving office, supplementary pension scheme or any other typeIt should also be noted that François Pérol does not receive any compensation – and particularly any variable compensation, multi-year variable compensation, extraordinary compensation, stock options, performance shares, indemnities for taking or of benefits – in respect of his office as Chairman of the Board of Directors.
Resolutions seven and eight concern the approval of the principles and criteria for determining, distributing and allocating
Chairman of the Board of Directors and the Chief Executive Officer for fiscal year 2017, in accordance with Article
Regarding the Chairman of the Board of Directors of Natixis, François Pérol has waived any form of compensation whatsoever as Chairman of the Board of Directors of Natixis each year since
The fixed compensation of Chief Executive Officer Laurent Mignon is established based on the skills and expertise required to carry out his responsibilities. It is in line with market practices for similar roles.
consulting with the Compensation Committee, are presented each year in the Natixis registration document. The criteria include both quantitative criteria on the financial performance of BPCE and Natixis and strategic targets. Moreover, in accordance annual variable compensation that is contingent upon the achievement of predetermined targets. Details regarding these targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after the regulations in force, the payment of a significant percentage of compensation is conditional and deferred over time, at least in thirds over three fiscal years, while half of variable compensation
Furthermore, the compensation of the Chief Executive Officer is closely tied to the Company’s performance, especially through compensation plans. The acquisition of such shares is contingent upon and related to the relative performance of Natixis shares on the EuroStoxxBank index.
For more detailed information, please refer to Section 2.4 of the 2016 Natixis registration document.
the French Monetary and Financial Code during the fiscal year ended December 31, 2016 (resolution nine)
Natixis employees referred to in Article L.511-71 of the same Code during fiscal year 2016.
In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution nine is to consult with shareholders at the General Shareholders' Meeting about the overall budget for compensation paid to known as CRD IV, and the Ministerial Order of November 3, 2014 and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard
With regard to those criteria, these individuals are identified year came to a total of 328 employees: Regulated categories of staff at Natixis during the 2016 fiscal
Of which 264 staff members identified by qualitative criteria: directors, i.e. 15 individuals;a 11 individuals; members of Natixis’ Senior Management Committee, i.e.a individuals; key staff responsible for control functions (Internal Audit, Risk,a Compliance) and other support functions who are not members of the management bodies listed above, i.e. 52 have not already been identified by the criteria mentioned above, i.e. 28 individuals; key staff responsible for important business lines and foreigna locations (excluding Asset Management and Insurance) who exposure exceeding materiality thresholds and who have not already been identified by the criteria above, i.e. 158 individuals.
individuals with authority to take, approve or veto a decision ona credit risk exposure and who are responsible for market risk
Of which 64 employees identified using quantitative criteria: have not already been identified using qualitative criteria.
employees whose total gross compensation allocated duringa the previous fiscal year exceeded €500,000 or placed them among the 0.3% of the highest earning employees, and who
performance of Natixis shares, with payment deferred to a later date and contingent upon meeting presence and performance criteria.
The total amount of compensation paid to the above-mentioned Natixis employees during the fiscal year ended December 31,
December 14, 2016 to replace Laurence Debroux, who resigned, to serve out the remainder of her predecessor’s term of office, namely until the end of the General Shareholders’ Meeting convened in 2019 to approve the financial statements for the
Resolution ten asks the shareholders to approve the co-opting of Catherine Pariset as a director by the Board of Directors on fiscal year ending December 31, 2018.
partner of Pricewaterhouse Coopers (see Ms. Pariset’s résumé in Section 2.2 of Chapter 2, “Corporate Governance” of the 2016 Natixis registration document).
would be renewed for four (4) years, ending after the Ordinary General Shareholders’ Meeting convened in 2021 to approve the financial statements for the year ended December 31, 2020 (see Mr de Tavernost’s résumé in Section 2.2 of Chapter 2,
Resolution eleven asks shareholders to reappoint Nicolas de Tavernost, Chairman of the Management Board of Groupe M6, whose term of office is due to expire at the end of the General Shareholders' Meeting. Nicolas de Tavernost's term of office
renew for a period of 18 months the authorization to buy back shares awarded to the Board of Directors.
Resolution twelve asks the General Shareholders’ Meeting to 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
The Board of Directors would thus be authorized to set up a treasury share buyback program up to a limit of no more than asset transfer. The Company cannot under any circumstance own at any given time more than 10% of the shares comprising its share capital. The objectives of these share purchases would be: to set up a liquidity contract;a other form of share allocation to members of staff; to award or transfer shares to employees in respect of theira share of the Company profits, Employee Savings plans or share buyback programs and to freely award shares or any cancellation of shares;a payment or exchange in connection with merger and acquisitiona transactions.
by any means (including block trades or the use of derivatives) in accordance with the regulations in effect (see below the summary table on the financial resolutions submitted to the shareholders).
These shares may be bought, sold or transferred at any time (except in the event of a public offer of the Company’s shares)
Reduction in share capital through the cancellation of treasury shares held by the Company (resolution thirteen)
Ordinary General Shareholders’ Meeting, within the limit of 10% of the capital per 24-month period. This authorization will nullify authorizations (resolutions fourteen to twenty) Renewal of financial delegations and
Financial delegations and authorizations were granted to the Board of Directors in 2015 and expire in 2017.
As such, the shareholders are asked to renew these financial internationally.
As such, resolution fourteen proposes to grant the Board of Directors authority to decide whether to increase share capital (immediately or in the future) with preferential subscription rights maintained(1).
Resolutions fifteen, sixteen, seventeen and nineteen propose to grant the Board of Directors authority to decide whether to increase share capital (immediately or in the future) using a rights.
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 457REGISTRATION DOCUMENT 2016 - Natixis
“Preferential subscription right” refers to the right of each shareholder to subscribe to a number of new shares proportionate to their existing interest in the capital for a period of at least five trading days after the opening of the subscription period. This right may be detached and traded for the duration of the subscription period.
permitted in some instances by law. In particular, the vote of the delegation authorizing your Board of Directors to issue shares reserved for members of employee savings plans (resolution twenty) would, by law, entail the express waiver by the cancel the preferential subscription right in order to carry out a securities investment under the best possible conditions, such as when the swiftness of the transactions is essential to their success or when the issues are carried out on foreign financial resolutions. This is because, depending on market conditions, the type of investors concerned by the issue and the type of securities issued, it may be preferable, or even necessary, to markets. As such, cancellation would enable a more significant amount of capital to be obtained thanks to more favorable issuing conditions. Finally, cancellation in this manner is
Under certain circumstances, the Board of Directors may (see the summary table below on the financial resolutions submitted to the shareholders): 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; decide to increase capital with waiving of preferentiala 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 sixteen. Approving this 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; decide to increase capital with waiving of preferentiala 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 seventeen. Approving this resolution would grant the Board of Directors the authority to carry out merger and acquisition transactions financed by shares or securities giving reserves, retained earnings or other items. This is the purpose of resolution eighteen. Approving this resolution would grant the Board of Directors the authority to increase share capital, in decide to increase capital via the capitalization of premiums,a one or more stages, via the capitalization of premiums, reserves, retained earnings or other items, as permitted by law and by the by-laws; within the legal limits, in the event of capital increases with or without preferential subscription rights. This is the purpose of resolution nineteen; decide to increase the number of securities to be issued,a subscription rights reserved for members of employee savings plans, up to a par value limit of fifty (50) million euros. This is decide to carry out a capital increase without preferentiala 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.
the purpose of resolution twenty. Such a capital increase end of the offer period.
This report, along with any report by the Statutory Auditors, will access to capital, particularly with respect to their share in equity.
providing access to capital and then brought to their attention at be made available to the holders of the capital stock or securities the next General Shareholders’ Meeting.
Such delegations void, as applicable, any unused part of any prior
(resolution twenty-one) Amendment to Article 11 of the by-laws can be convened by email.
Finally, resolution twenty-two relates to the granting of the disclosures relating to this Combined General Shareholders’ powers required to complete the legal formalities and
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 458 REGISTRATION DOCUMENT 2016 - Natixis
net of the number ceiling is calculated during the of shares resold period authorization
Overall amount a buyback program: allocated to the reverse stock split) the event of a
No cancellation a share capital per of over 10% of with PSR* securities*
half billion euros Ceiling: one and a a deducted from the (€1.5 bn), to be for, excluding any Ceilings provided a access to capital* securities giving issued in order to additional amounts of holders of safeguard the rights
Option to introduce a privileges* over-subscription company issued by a stock yet to be
(ii) shares providing Subsidiary* and/or a third-party debt securities from capital stock or access to existing the allotment of entitling holders to securities providing Option to issue (i) a access to capital unusable during Authorization a public share offers
and the price rules outlined or securities providing access Can be used to issue shares a for securities in a company to capital* as consideration initiated by your Company under a public exchange offer in accordance with local in France or abroad meeting the criteria set out of the French Commercial Code in Article L.225-148 hundred (500) Ceiling: five a million euros
Ceilings provided a of securities giving rights of holders access to capital*
Subsidiary, and/or be issued by a access to existing (ii) shares providing company a third-party entitling holders to share capital or debt securities from the allotment of giving access to shares, (i) securities share capital yet to public offer of Option to issue, by a over-subscription priority rights* (with applicable), to be privileges*, if circumstances market, and if non-negotiable permit, exercised as
Board of Directors. determined by the on the French Option to introduce, a unusable during Authorization a public share offers
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 460 REGISTRATION DOCUMENT 2016 - Natixis
Special ceiling Price or procedures for determining the price and comments
Other information to in Article as referred of the French L.411-2, II
(currently 20% of this type of offering allotment of debt waived securities with PRS
from the provided for by the €500 million the Company’s providing access to holders to the capital or entitling to issues by a public resolution relating and/or securities offer of shares
issuance of shares further to the access to your securities providing
Option to issue, by a public offer of giving access shares, (i) securities unusable during Authorization a public share offers companies remuneration or securities of shares to capital* as giving access involving in kind of unlisted securities contributions for
additional amounts for, excluding any safeguard the rights issued in order to of Directors Your Board a on the value Auditors' report of contributions a decision will make to the Statutory with regard remunerating a view to a public exchange a contribution under
unusable during Authorization a public share offers or other items reserves, of premiums, earnings retained
to capitalize reserves, Can be used a or other items, allowing retained earnings (1.5 bn) euros and a half billion Overall ceiling: one a
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 461REGISTRATION DOCUMENT 2016 - Natixis
For each issue, a corresponds the ceiling the initial issue) (currently 15% of ceiling and to be the initial issue
Included in a to that of the initial Price identical a transaction savings plans of employee waived with PSR
Ceiling* from the Overall securities giving price for shares or access to capital of: of Directors within by your Board minimum issue a limit of a
According to the AFEP-Medef code and the Internal Rules of the Board of Directors (online of any kind with the management, Company or Group that are likely to compromise their freedom on Natixis’ website: www.natixis.com), an independent director is a person who has no ties
Accordingly, an independent member of the Board of Directors may not: Within the last five years, be or have been:a an employee or executive corporate officer of Natixis,j an employee, executive officer, executive corporate officer or director of a company consolidated under the Company, an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE; officer of Natixis (currently or within the last five years) holds a directorship; be an executive corporate officer of a company in which Natixis holds a directorship either a directly or indirectly, or in which a designated employee of Natixis or an executive corporate be a customer, supplier, investment or corporate banker: that is material for Natixis or the Group,j or for which Natixis or the Group represents a significant portion of such person's business; have a close family relationship with a director of Natixis or the Group;a have been a Statutory Auditor of Natixis within the last five years; of independent director falls away after a period of 12 years; have been a member of Natixis' Board of Directors for more than 12 years; The status from Natixis or the Group.
the case of a shareholder company, the Company that controls it as per Article L.233-3 of one of its directors; one of its shareholders having a greater than 10% voting right or, in a the Related-Party Agreements Procedure.
Agreements in which the persons referred to above are indirectly involved are also subject to
Finally, agreements entered into between companies having directors in common are also subject to the Related-Party Agreements Procedure.
Priority right priority period in order to carry out a securities investment under the best possible conditions, for all issues: similar to the case of PSR*, it may be preferable, or even necessary, not to offer this they hold, as in the case of PSR*. However, unlike PSR*, this priority right can only be exercised shareholders to subscribe to the proposed issue in proportion to the number of former shares than the period provided under PSR*, and is not negotiable. This priority period cannot be offered during a priority period, which is currently set at a duration of at least three trading days shorter are carried out on foreign financial markets.
and authorizations". subscription rights may be waived, see the paragraph entitled "Renewal of financial delegations For a description of preferential subscription rights and a presentation of why preferential
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 463REGISTRATION DOCUMENT 2016 - Natixis
Private placement As of April 1, 2009, the law allows for capital increases without preferential subscription rights to (i) persons providing portfolio management investment services on behalf of third parties, to take place within the limit of 20% of share capital per year, through offers made exclusively on their own account.
For example, if your General Shareholders’ Meeting approves resolution fourteen, you will legally preferential subscription rights to the shares made available by virtue of these securities.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 464 REGISTRATION DOCUMENT 2016 - Natixis
Approval of the principles and criteria for determining,a items making up the total compensation and benefits of any distributing and allocating fixed, variable and non-recurring fiscal year 2017; kind attributable to the Chairman of the Board of Directors for kind attributable to the Chief Executive Officer for fiscal year items making up the total compensation and benefits of any 2017; distributing and allocating fixed, variable and non-recurring Approval of the principles and criteria for determining,a referred to in Article L.511-71 of the French Monetary and Overall budget for compensation paid to the employeesa 2016; Financial Code during the fiscal year ended December 31,
Delegation of authority to the Board of Directors to decidea issues—without preferential subscription rights—shares and/or whether to increase share capital through a public offering that to in Article L.411-2(II) of the French Monetary and Financial whether to increase share capital through an offer, as referred rights—shares and/or securities providing access to the Code, that issues—without preferential subscription
Delegation of authority to the Board of Directors to decidea of debt securities; Company’s capital or entitling holders to the allotment providing access to the Company’s capital; or entitling holders to the allotment of debt securities without contributions in kind involving capital stock or securities preferential subscription rights as remuneration for shares or securities providing access to the Company’s capital Delegation of authority to the Board of Directors to issuea
Delegation of authority to the Board of Directors to decidea premiums, reserves, retained earnings or other items; whether to increase share capital through the capitalization of the number of securities to be issued in the event of capital Delegation of authority to the Board of Directors to increasea increases with or without preferential subscription rights; with waiving of preferential subscription rights in favor of said securities, reserved for members of employee savings plans members; whether to increase share capital through the issue of shares Delegation of authority to the Board of Directors to decidea
Company's capital or entitling holders to the allotment of debt or securities and/or securities providing access to the
Modification of Article 11 of the bylaws related to the meetingsa of the Board of Directors; Powers to complete formalities.a
The General Shareholders’ Meeting, deliberating in accordance business, having reviewed the report of the Chairman of the with the quorum and majority requirements for ordinary consolidated financial statements) Resolution two (Approval of the 2016 consolidated financial statements as presented, including the statements for fiscal year 2016, hereby approves the 2016 balance sheet, income statement and notes to the financial financial statements or summarized in these reports. statements, as well as the transactions reflected in these
The General Shareholders’ Meeting, deliberating in accordance report of the Board of Directors on the consolidated financial risk-management procedures established by the Company, the reports of the Statutory Auditors on the consolidated financial statements and the management report relating thereto, and the business, having reviewed the report of the Chairman of the with the quorum and majority requirements for ordinary and organization of the Board’s work and the internal control and Board of Directors on the structure of the Board, the preparation
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 465REGISTRATION DOCUMENT 2016 - Natixis
down as follows: Based on the share capital at December 31, 2016, and on the assumption that no treasury stock existed on that date, this should break
To the legal reserve (5% of the earnings for the fiscal year) €81,072,437.67
To retained earnings €1,106,926,727.38 the French General Tax Code. All of the Company’s shares are exemption under the conditions set out in Article 242 quater of eligible for this tax treatment.
For individual beneficiaries who are residents for tax purposes in dividend will be taken into account automatically by law to France and who own shares outside of a share savings plan, this withholding tax set out in Article 117 quater of the French
Fiscal year Number of shares on which a dividend was paid Dividend per share (in euros) Total (in euros)
shares, the amounts corresponding to unpaid dividends that these dividends, the Company comes to own some of its own retained earnings. would have been payable on these shares will be recognized as
It is specified that in the case where, during the payment of and commitments covered by Articles L.225-38 Resolution four (Approval of the agreements et seq. of the French Commercial Code)
business, having reviewed the special report of the Statutory with the quorum and majority requirements for ordinary The General Shareholders’ Meeting, deliberating in accordance
listed companies of November 2016, hereby approves the fiscal year ended December 31, 2016 to François Pérol, components of compensation due or granted in respect of the of the fiscal year ended December 31, 2016 of compensation due or granted in respect to Laurent Mignon, Chief Executive Officer)
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 466 REGISTRATION DOCUMENT 2016 - Natixis document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1. Executive Officer, as presented in Natixis’ 2016 registration
of Directors, as detailed in the report attached to the report year 2017, on account of his mandate as Chairman of the Board
Commercial Code, presented in the Company's registration referred to in Articles L.225-100 and L.225-102 of the French quorum and majority requirements for ordinary business, acting The General Shareholders’ Meeting, deliberating pursuant to the
Code, approves the principles and criteria for determining, in accordance with Article L.225-37-2 of the French Commercial making up the total compensation and benefits
Code, approves the principles and criteria for determining, in accordance with Article L.225-37-2 of the French Commercial compensation paid to the employees referred Resolution nine (Overall budget for and Financial Code during the fiscal year ended to in Article L.511-71 of the French Monetary
Monetary and Financial Code. 2016, to employees referred to in Article L.511-71 of the French
The General Shareholders’ Meeting, deliberating in accordance business, hereby renews the appointment of Nicolas de with the quorum and majority requirements for ordinary the end of the General Shareholders’ Meeting convened to Tavernost as a Director for a term of four (4) years, expiring at in its own shares) Resolution twelve (Trading by the Company with the quorum and majority requirements for ordinary The General Shareholders’ Meeting, deliberating in accordance seq. of the French Commercial Code, hereby authorizes the and in accordance with the provisions of Articles L.225-209 et buy back the Company’s shares or to arrange for them to be Board of Directors, with the right to sub-delegate said powers, to business, having reviewed the report of the Board of Directors bought back and: Resolves that these shares may be purchased so as to:1)
French Commercial Code or any similar plan, or with the provisions of Articles L.225-177 et seq. of the implement any Company stock option plan in accordancej conditions provided for by law, in particular Articles L.3332-1 group employee savings plan (or similar plan) under the et seq. of the French Labor Code, or their share of Company profits or implement any Company or award or transfer shares to employees in connection withj
liquidity of Natixis shares through an investment service promote Natixis shares in the secondary market or thej terms of the compliance charter recognized by the Autorité provider in connection with a liquidity contract that meets the such a scenario, the Company will notify its shareholders by transaction that complies with the regulations in effect. In means of a press release; This program is also intended to enable the Company to the AMF and, more generally, to conduct any other implement any market practices that might be permitted by
(ii) when the shares are bought back to promote liquidity or asset transfer may not exceed 5% of its share capital; and the AMF, the number of shares taken into account to under the conditions set out by the General Regulations of shares comprising the Company’s share capital, this buyback program may not, at any time, exceed 10% of the accordance with transactions impacting it subsequent to this percentage being applied to a capital amount adjusted in the number of shares that the Company buys during thej whatsoever does not exceed 10% of the shares comprising pursuant to Article L.225-210 of the French Commercial the Company’s share capital on the date in question,
warrant or by any other means, either directly or indirectly via or by the tendering of shares subsequent to the issue of platforms, with systematic internalizers or over the counter, of conversion, exchange or redemption, by exercising a securities giving access to the Company’s capital by means trading platforms, with systematic internalizers or over the provisions, by any means, on regulated markets, multilateral counter, including by means of the acquisition or sale of
within the limits authorized by current legal and regulatory may take place at any time, except in public offer periods, purchase price indicated above so as to take into account the affecting the share capital, the power to adjust the maximum impact of these transactions on the share value; subsequent to the date of this meeting. The shareholders Shareholders’ Meeting and providing for purchases of shares in the par value of the share, capital increases by delegate to the Board of Directors, in the event of a change maximum price applies only to purchases decided from the amount on the same date in any other currency). This into by virtue of an authorization given at a previous General date of this meeting and not to forward transactions entered capitalization of reserves, free share awards, stock splits or assets, redemption of capital, or any other transaction reverse stock splits, distribution of reserves or of any other ten (10) euros per share (or the equivalent value of this The maximum purchase price under this resolution will be €3,137,360,238; buyback program authorized above may not exceed Resolves that the aggregate amount allocated to the share4)
protected, if appropriate, in accordance with legal, regulatory which the rights of holders of securities or options will be the shares acquired to meet the objectives sought in market order, enter into any agreement, allocate or reallocate provisions, establish the terms and conditions according to accordance with the applicable legal and regulatory formalities and, in general, do whatever is necessary. any other competent authorities, and complete all other or contractual provisions, make any filings with the AMF and
The General Shareholders’ Meeting, deliberating in accordance business, having reviewed the report of the Board of Directors with the quorum and majority requirements for extraordinary accordance with the provisions of Articles L.225-209 et seq. and choosing, by canceling treasury stock as it chooses in
authorization, to make any resulting changes in the bylaws and to
any unused part of any prior delegated power given to the Board canceling treasury stock, particularly that given by the of Directors for the purpose of reducing share capital by
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 468 REGISTRATION DOCUMENT 2016 - Natixis issue—with preferential subscription rights providing access to the Company’s capital maintained—of shares and/or securities of debt securities) or entitling holders to the allotment
Commercial Code: seq., especially L.225-129-2 and L.228-91 et seq., of the French with the quorum and majority requirements for extraordinary The General Shareholders’ Meeting, deliberating in accordance retained earnings or premiums; seq. of the French Commercial Code, with the understanding payment or free of charge, governed by Articles L.228-91 et as payment for debt, or by the capitalization of reserves, that shares or other securities may be subscribed for in cash, shares yet to be issued by the Company, in return for
authority to decide whether to issue (i) securities providing sub-delegate said power under the terms set out by law, its access to shares yet to be issued by a company in which the capital, and/or (ii) shares providing access to existing shares Company directly or indirectly holds more than half the authority granted to it herein: authorized in the event that the Board of Directors uses the Resolves to set the following limits to the capital increases3)
they hold at that time, resolves that preferential subscription rights to the issue(s)j new shares in proportion to the amount of existing stock shall be reserved for shareholders who may subscribe to notes that the Board of Directors has the right to grantj over-subscription privileges, subscription rights immediately or in the future, buy those shares to which said securities give their holders favor of holders of issued securities that give access to notes that this delegation of authority creates ipso jure, inj part of the shareholders to waive their preferential right to shares yet to be issued by the Company, an obligation on the issued by a company in which the Company directly or equity security giving access to equity securities not yet notes that if the issued share is a security that is not anj issued, shareholders have no subscription rights to securities thus indirectly holds more than half the capital, the Company's increase, the Board of Directors may exercise, under the privileges do not account for all shares issued under capital the following options: terms prescribed by law and in the order it chooses, one of notes that, in accordance with Article L.225-134 of thej preferential subscription rights and over-subscription French Commercial Code, if shares purchased under limiting the capital increase to the amount subscribed for onj the planned increase, condition that the subscriptions account for at least 75% of securities giving access to the Company's capital, those freely distribute all or part of the shares or, in the case ofj subscribed for, securities that are to be issued but that have not been internationally of all or part of the shares or, in the case of make a public offering on the French market orj securities giving access to the Company's capital, those unsubscribed securities, corresponding securities will be sold, fractional shares may not be traded and that the resolves that Company stock warrants may also be freelyj that the Board of Directors may decide that rights to awarded to existing shareholders, with the understanding preference shares; future based on this delegation of authority cannot be resolves that the Company stock issued immediately or inj
Resolves that the Board of Directors may not, unless6) previously authorized by the General Shareholders' Meeting, public tender offer to purchase the Company's shares. This use this delegation of authority once a third party has filed a ends; prohibition shall stand until the public tender offer period empowered, with the right to sub-delegate said power under Resolves that the Board of Directors shall be fully7)
authority in order to: the terms set out by law, to implement this delegation of make decisions regarding the capital increase and determinej the securities to be issued, set the amount of the capital increase, the issue price andj required when the securities are issued, the amount of the share premium that may, if applicable, be fixed, variable, zero-coupon or indexed interest rate) and French Commercial Code), set their interest rate (specifically, cases when interest payments are suspended or are not make provisions for, if applicable, mandatory or optional securities, it may decide whether they are to be issued. Furthermore, in the case of bonds or other debt accordance with the provisions of Article L.228-97 of the subordinated or not (and, if applicable, their rank, in the type, number and characteristics of the securities to be determine the dates and terms of the capital increase andj
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 469REGISTRATION DOCUMENT 2016 - Natixis authorities (for example, due to their redemption or complex bonds as defined by the financial markets option rights). Finally, the Board may change, throughout the compensation terms, or other rights such as indexation or provide the Company with the option to issue debt securities and subscription rights to bonds or other debt securities, or previously suspended by the Company, or take the form of (fungible or non-fungible) to make interest payments life of the stocks concerned, the terms outlined above, in accordance with applicable procedures, indeterminate period) and the possibility of reducing or paid, anticipating how long they will last (fixed or issue (including conferring guarantees and sureties) and increasing the par value of securities and other terms of
Company assets). Where appropriate, these securities may redemption (including reimbursement by remittance of be accompanied by warrants granting allocation, acquisition in the future, giving access to the Company's capital, either immediately or determine the procedures for paying for shares or securitiesj securities already issued by the Company) attached to future including by remittance of Company assets such as and set the date (which may be retroactive) from which shares or securities giving access to the Company's capital, necessary, the rights to conversion, exchange or redemption, if necessary, set the terms for exercising rights (asj dividend rights will be attached to the new shares, as well as increase, all other terms and conditions for carrying out the capital them or otherwise, while taking legal provisions into account, appropriate, purchase or trade on the stock exchange, at any set the terms according to which the Company may, wherej be issued immediately or in future, with a view to canceling time or during specified periods, the securities issued or to provide for the exercise of rights attached to these securitiesj to be suspended in accordance with legal and regulatory provisions, apply, on its own initiative, the cost of the capital increasej required for the legal reserve from this amount, against the related share premiums and deduct the amounts capital (including by way of cash adjustments), distribution of dividends, reserves, premiums or any other allocations, stock splits or reverse stock splits, the account the impact of transactions on the Company's capital, determine and make any necessary adjustments to take intoj a capital increase by capitalization of reserves, free share particularly in the event of a change in the share's par value, public offering and/or change of control), and set all other affecting shareholders' equity or share capital (including a holders of securities that give access to the Company's terms that will safeguard, where applicable, the rights of assets, the redemption of capital, or any other transaction record the completion of each capital increase and amendj the bylaws accordingly, issues are successfully completed and take any measures in general, enter into agreements to ensure the proposedj rights; this delegation of authority and the exercise of associated issue, listing and financial servicing of securities issued under and carry out any formalities that are appropriate for the delegation of authority granted for the same purpose: forward, as applicable, any unused part of any prior increases with preferential subscription rights that covers namely, any delegation of authority related to capital
Directors will report on the use of the authority delegated in authority delegated to it under this resolution, the Board of
Resolution fifteen (Delegation of authority to the to he allotment of debt securities) to the Company's capital or entitling holders share capital through a public offering that Board of Directors to decide whether to increase rights—shares and/or securities providing access issues—without preferential subscription with the quorum and majority requirements for extraordinary The General Shareholders’ Meeting, deliberating in accordance and the special report of the Statutory Auditors, and in business, having reviewed the report of the Board of Directors accordance with the provisions of Articles L.225-129 et seq.,
by the Company; Delegates to the Board of Directors, with the right to2)
authority to decide whether to issue (i) securities providing sub-delegate said power under the terms set out by law, its
French Commercial Code, to retain the option to grant Directors, under Paragraph 5 of Article L.225-135 of the and which should be exercised in proportion to the number subscription period which does not constitute a tradable right supplemented by a subscription to surplus shares, with the of shares held by each shareholder, and may be regulatory provisions, for all or part of an issue, a priority by the Board in compliance with applicable legal and
those by shareholders, do not cover all shares issued, the Notes that if share purchases, including, where appropriate,7)
shares not yet issued by the Company, an obligation on the favor of holders of issued securities that give access to future based on this delegation of authority cannot be Resolves that the Company stock issued immediately or in9)
L.225-136 of the French Commercial Code: Notes that, in accordance with Paragraph 1 of Article11)
necessary, in case of different dividend entitlement dates, equal to the minimum established by the regulations the issue price of shares issued directly shall be at leastj average share price of the last three trading sessions on the applicable on the date of issue (currently the weighted subscription price for the capital increase is set, from which a regulated Euronext Paris market prior to the day the appropriate) after this average has been adjusted, where maximum discount of 5% has been deducted, where defined in the preceding paragraph; in general the transformation of each security that gives the holder may be entitled by the conversion, redemption or such that, for every share issued as a result of the issue of access to shares not yet issued by the Company, will be issued by the Company and the number of shares to which the issue price of securities giving access to shares not yetj
the terms set out by law, to implement this delegation of empowered, with the right to sub-delegate said power under make decisions regarding the capital increase and determinej the securities to be issued, set the amount of the capital increase, the issue price andj required when the securities are issued, the amount of the share premium that may, if applicable, be
Board may change, throughout the life of the stocks other rights such as indexation or option rights). Finally, the applicable procedures, concerned, the terms outlined above, in accordance with rights to bonds or other debt securities, or provide the warrants granting allocation, acquisition and subscription non-fungible) to make interest payments previously Company with the option to issue debt securities (fungible or conferring guarantees and sureties) and redemption value of securities and other terms of issue (including
Where appropriate, these securities may be accompanied by (including reimbursement by remittance of Company assets).
authority delegated to it under this resolution, the Board of Directors will report on the use of authority delegated in this
Company, in return for payment or free of charge, governed by Articles L.228-91 et seq. of the French Commercial Code,
Article L.411-2 II of the French Monetary and Financial Code, either in euros or in any other currency or unit of currency or more stages, in France or abroad, in the amounts and at the times it deems fit, pursuant to an offer stipulated in sub-delegate said power under the terms set out by law, its authority to decide whether to increase share capital, in one directly or indirectly holds more than half the capital, or by companies that directly or indirectly own more than half of its authority to decide on the issuance of shares to be issued following the issuance, by companies in which the Company
This decision creates ipso jure, in favor of holders of securities that give access to shares liable to be issued by sub-delegate said power under the terms set out by law, its authority to decide whether to issue (i) securities providing
capital, and/or (ii) shares providing access to existing shares access to shares yet to be issued by a company in which the Company directly or indirectly holds more than half the or that entitle holders to the allotment of debt securities from a third-party company;
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 472 REGISTRATION DOCUMENT 2016 - Natixis authorized in the event that the Board of Directors uses the authority granted to it herein: Resolves to set the following limits to the capital increases4)
make decisions regarding the capital increase and determinej the securities to be issued, set the amount of the capital increase, the issue price andj the amount of the share premium that may, if applicable, be required when the securities are issued, life of the stocks concerned, the terms outlined above, in accordance with applicable procedures, previously suspended by the Company, or take the form of complex bonds as defined by the financial markets provide the Company with the option to issue debt securities (fungible or non-fungible) to make interest payments be accompanied by warrants granting allocation, acquisition and subscription rights to bonds or other debt securities, or
Company assets). Where appropriate, these securities may option rights). Finally, the Board may change, throughout the authorities (for example, due to their redemption or compensation terms, or other rights such as indexation or mandatory or optional cases when interest payments are suspended or are not paid, anticipate how long they will last interest rate (specifically, fixed, variable, zero-coupon or indexed interest rate) and make provisions for, if applicable, if applicable, their rank, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their issue (including conferring guarantees and sureties) and redemption (including reimbursement by remittance of
Notes that this delegation of authority voids from this day14) forward, as applicable, any unused part of any prior of debt securities, without preferential subscription rights, as remuneration for capital or entitling holders to the allotment capital)
contributions in kind involving capital stock or securities providing access to the Company’s to the Board of Directors to issue shares and/or securities providing access to the Company’s
The General Shareholders’ Meeting, deliberating in accordance applicable, against the amount of the ceilings set out by resolutions of the same kind that may succeed said resolution fifteen and against the amount of the overall ceiling set out in paragraph 3 of resolution fourteen or, where resolution will be charged against the par value ceiling on capital increases authorized by this meeting in paragraph 4 of resolutions during the valid period of this delegation; applicable, by the issuance, in one or more increments, of (i) shares, (ii) shares giving access to other shares, existing or securities giving access to capital, when the provisions of Article L.225-148 of the French Commercial Code are not the Company, and composed of equity securities or performed or likely to be performed in the future under this to shares to be issued by the Company, it being specified that the par value ceiling on the capital increases that are yet to be issued, or giving entitlement to the allocation of Company debt securities and/or (iii) securities giving access
Resolves that the Board of Directors shall be fully4) empowered, under the terms set out by law, to implement this delegation of authority in order to: the contributions and determine the securities to be issued, make decisions regarding the capital increase compensatingj the compensation of the special benefits, approve the granting of special benefits, and reduce, if the contributors allow it, the assessment of the contributions or securities compensating the contributions, as well as, where applicable, the amount of the cash balance to be paid, draw up the list of securities contributed, approve thej assessment of contributions, set the issue terms of the contributions and setting the procedures whereby, determine the characteristics of the securities compensatingj where applicable, the rights of holders of securities giving access to the capital will be preserved, required for the legal reserve from this amount, apply, on its own initiative, the cost of the capital increasesj against the related share premiums and deduct the amounts the bylaws accordingly; record the completion of each capital increase and amendj that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of in general, take any measures and carry out any formalitiesj authority and the exercise of associated rights;
against the amount of the overall ceiling established in paragraph three of resolution fourteen submitted to the carried out in future under this resolution will be applied which may supersede said resolution during the period in which this delegation of authority remains valid; shareholders at this meeting or, where appropriate, to an overall ceiling established under the same kind of resolution implement this delegation of authority in order to: sub-delegate said power under the terms set out by law, to
If this delegation of authority is used by the Board of2) Directors, it shall be fully empowered, with the right to capital, set the number of new equity securities to be issued and/or the amount by which the nominal amount of the set the amount and type of funds to be incorporated into thej will be vested or the date on which the raising of the nominal amount of existing equity securities will become effective, existing equity securities will be increased, and record the date, even retroactively, from which the new equity securities will be allocated to the holders of the rights under the terms set out by law and regulations, corresponding securities will be sold; the funds from the sale decide, in case of free capital stock distributions, that rightsj to fractional shares may not be traded and that the access to capital, change of control), and set the terms that will safeguard, where applicable, the rights of holders of securities that give of capital, or any other transaction affecting shareholders' equity or share capital (including by public offering and/or make any necessary adjustments to take into account thej distribution of reserves or any other assets, the redemption increase by capitalization of reserves, free share or capital stock allocations, stock splits or reverse stock splits, the impact of transactions on the Company's capital, particularly in the event of a change in the share's par value, a capital record the completion of each capital increase and amendj the bylaws accordingly, delegation of authority and the exercise of associated rights; carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this in general, enter into agreements, take any measures andj ends; public tender offer to purchase the Company's shares. This prohibition shall stand until the public tender offer period previously authorized by the General Shareholders' Meeting, use this delegation of authority once a third party has filed a
retained earnings or other items, including that granted by the shareholders in resolution seventeen of the Combined namely, any delegation of authority related to capital increases through the capitalization of premiums, reserves, forward, as applicable, any unused part of any prior delegation of authority granted for the same purpose,
The General Shareholders’ Meeting, deliberating in accordance in accordance with market practices; subscription and within a limit of 15% of the initial issue), particularly with a view to granting an over-allotment option
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 475REGISTRATION DOCUMENT 2016 - Natixis
Board of Directors to decide whether to increase share capital through the issue of shares or securities providing access to the Company's subscription rights in favor of said members)
capital reserved for members of employee savings plans with waiving of preferential
the understanding that the advantage resulting from this issued or already issued, to replace all or part of the discount relative to the Reference Price and/or the contribution, with securities giving access to capital to be subscribed to in cash, shares or securities giving access to capital to be
French Labor Code; granting may not exceed the applicable legal or regulatory limits as set out in Articles L.3332-11 and L.3332-21 of the
Labor Code, with the understanding that sales of shares completed with a discount in favor of members of one or a company or group employee savings plan (or similar plan) such as those provided for in Article L.3332-24 of the French will be applied up to the nominal amount of shares so sold on the amount of ceilings set out in paragraph 1 above; Authorizes the Board of Directors, under the conditions of6) this delegation, to carry out the sale of shares to members of in order to: the right to sub-delegate said power under the terms set out by law, subject to the limits and conditions stipulated above,
Resolution twenty-one (Modification of Article 11 of the bylaws related to the meetings of the
“Article 11 – Meetings of the Board of Directorsa office or at any other location indicated in the notice, which may be sent via e-mail.”
the Company’s interests and legal and regulatory provisions so require, upon notice from its Chairman, either at the registered 11.1, paragraph 1: The Board of Directors convenes as often as
extraordinary business, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its
We are required to inform you, on the basis of the information of our assignment. It is not our role to comment as to whether contractual agreements and commitments that have been indicated to us or that we may have identified in the performance provided to us, of the key features, terms and conditions as well as the reasons justifying the relevance for the Company of the and commitments prior to their approval.
accordance with Article R. 225-31 of the French Commercial Code, to assess the benefits resulting from these agreements they are beneficial, or to ascertain the existence of any other agreements and commitments. It is your responsibility, in commitments already approved by the General Shareholders’ Meeting.
Article R. 225-31 of the French Commercial Code, of the execution during the past fiscal year of the agreements and
of Statutory Auditors) relating to this assignment. Our work consisted in verifying that the information provided to us is comply with the professional code of the Compagnie Nationale des Commissaires aux Comptes (France’s National Association
General Shareholders’ Meeting for approval in accordance with the provisions of Article L. 225-38 of the French Commercial
Amendment to the compensation agreement between Natixis and Banque Palatine between Natixis and Banque Palatine originally signed on February 10, 2016, designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of provider outside Groupe BPCE.
This amendment changed the amount of Natixis’ compensation under the pricing conditions applicable to the services of Groupe BPCE entities.
Ms. Sylvie Garcelon, Chief Executive Officer of CASDEN Banque Populaire, Natixis Director.
ALREADY APPROVED BY THE AGREEMENTS AND COMMITMENTS II during previous fiscal years Agreements and commitments authorized a) the execution of which continued in the previous fiscal year
to the guarantee granted to the BPCE bondholders by the Natixis New York
On February 17, 2013, the Board of Directors approved the guarantee was granted in Natixis’ corporate interest, in the event that BPCE re-lends all or part of the USD resources raised from guarantee given to BPCE by the Natixis NY Branch Office. This
May 21, 2013 general Shareholders’ Meeting. This agreement, signed on April 9, 2013, was approved by the
Natixis for shorter maturities than those of the bonds, depending on Natixis’ needs.
This amendment was approved at the Ordinary General Shareholders’ Meeting of May 20, 2014.
Representative on the Natixis Board of Directors. Member of the BPCE Management Board, BPCE’s Permanent respect of this agreement amounted to €57,751.00 for the fiscal year ended December 31, 2016.
The income recognized by the Natixis New York branch in and the agreements pertaining
Natixis and BPCE regarding the guarantee mechanism covering certain GAPC assets to the guarantee.
preliminary agreement between Natixis and BPCE for the purpose of protecting Natixis against future losses and any
On August 25, 2009, the Board of Directors approved a of certain GAPC assets.
On August 5, 2010, the Board of Directors approved Amendment No. 1 to the financial guarantee dated November 12, 2009 (risk certain of the Guarantee’s provisions to covered assets subject to a write-down.
Corporate officers concerned: Mr. Pérol, Chairman of the BPCE Management Board, Chairman of the Natixis Board of Directors.
Member of the Natixis Board of Directors. Mr. Lemaire, Member of the BPCE Management Board,
the Natixis Board of Directors. Mr. Henry, Member of the BPCE Supervisory Board, Member of of the Natixis Board of Directors.
On February 22, 2012, the Board of Directors authorized a new invoicing agreement between Natixis and BPCE pertaining to affiliation agreement.
by the agreement as from 2009. The agreement also stipulated that the conditions established between Natixis and the Banque
“Click’n Trade” service and partnership 5. agreement between IXIS CIB, CNCE
On June 6, 2007, the Supervisory Board approved a service forward and cash currency transactions counterparty for IXIS CIB.
IXIS Capital Markets) was required to enter into a number of letters of joint and several commitment and guarantee with its
Derivatives Inc.), Natixis Financial Products Inc. (formerly CDC Financial Products Inc.), Natixis Funding Corp. (formerly CDC IXIS
namely Natixis Municipal Products Inc. (formerly CDC Municipal Products Inc.), Natixis Derivatives Inc. (formerly CDC
Likewise, IXIS CIB has been required to enter into letters of joint and several commitment and guarantee with its US subsidiaries, expired, until these transactions have been fully unwound.
All of these letters of joint and several guarantee and of the respective guarantees may, in accordance with the letter
Finance-CDC IXIS, the IXIS CIB creditors for transactions secured under these guarantees that were entered into before the expiry
General Shareholders’ Meeting in previous fiscal years, which were not executed in the past fiscal year.
Officer for a duration of four years, on February 18, 2015 the As part of Laurent Mignon’s reappointment as Chief Executive namely: Board of Directors authorized the renewal, as required, of the commitments and agreements made in favor of Laurent Mignon,
Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the amendment n°1, as authorized by the Board of Directors on February 22, 2011 and February 19, 2014: the Chief Executive the commitment related to the severance payment and relateda pay are compliant with the principles in effect for members of BPCE’s Executive Board.
Directors on February 19, 2014. This non-compete agreement is limited to a period of six months, and includes a payment retention practices.
commitment relating to his severance payment. This provision is in line with the implementation of the New Frontier plan and non-compete payment may not exceed a cap set at 24 months’ monthly compensation, as defined in the when his corporate office is terminated, on the understanding that the total amount of the severance payment and the the non-compete agreement as authorized by the Board ofa
General Shareholders’ Meeting. These agreements were approved again by the May 19, 2015
division at Natixis, and to enter into negotiations with CNP Assurances in order for the life insurance business generated by the Group to be brought in-house at Natixis Assurances.
The negotiations conducted with CNP between October 2013 and July 2014 resulted in the determination of the fundamental protocol (“Memorandum of Understanding”), as well as in various specific agreements referred to in that protocol (“the
The aim of this protocol is to: note the non-renewal of the Current Agreements;a protocol is the umbrella agreement; determine, organize, and manage the contractual packagea formed by the new partnership agreements, for which the discussions regarding the potential transfer of the insurance deposit inventory between 2020 and 2022; will have the option to inform BPCE of its desire to enter into determine the term of the new partnership agreements,a inventory. BPCE will have the option to purchase the existing insurance deposit inventory at December 31, 2020, while CNP
Parties under the Renewed Partnership. more broadly, organize and manage the relations between thea
Corporate officers concerned: François Pérol, Chairman of the BPCE Executive Board, Chairman of the Natixis Board of Directors, and member of the CNP Assurances Board of Directors,
Daniel Karyotis, member of the BPCE Executive Board, and permanent representative of BPCE at Natixis,
Catherine Halberstadt, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors,
Agreements entered into by CNP Assurances, BPCE, d’Epargne network until December 31, 2015, and during the interim period determined in the protocol.
10% of CNP Assurances’ life insurance and accumulation product inventory, which will be distributed by the Caisses view to ABP Vie, a Natixis Assurances subsidiary, reinsuring
New business tranche 1 reinsurance treaty entered into bya ABP Vie and CNP Assurances in the presence of Natixis: quota
ABP Vie and CNP Assurances in the presence of BPCE and Natixis: quota share reinsurance of 90% of the new business from former CNP customers by CNP Assurances.
Daniel Karyotis, member of the BPCE Executive Board and permanent representative of BPCE at Natixis,
Catherine Halberstadt, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, member of the Natixis Board of Directors, Didier Patault, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, Thierry Cahn, member of the BPCE Supervisory Board and member of the Natixis Board of Directors.
Shareholders’ Meeting. These agreements were approved by the May 19, 2015 General
Reciprocal financial guarantee pertaining 9. to the “Neptune” Deal between Natixis S.A. and Natixis Real Estate Capital Inc.
On February 24, 2010, the Board of Directors approved a financial guarantee agreement between Natixis and Natixis Real
This financial guarantee took the legal form of a risk participation to cover Natixis Real Estate Capital Inc., in proportion to a share maturity date. Term of the agreement: the agreement will end on the final
total return swap (TRS) at the same time as the Chapel assets were bought back by Natixis.
green-shoe option was fully exercised, as part of a retail public offering in France and a global offering for institutional investors 79,989,067 Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the
On June 25, 2014, the Board of Directors authorized the sale of
Executive Officer for the purpose of making any alterations to said draft that do not materially alter its content, and of signing agreement, authorized the signing of the underwriting agreement on this basis, and granted all powers to the Chief
BPCE, represented by Mr. Karyotis, Chief Financial Officer and Member of the BPCE Management Board, BPCE’s Permanent
Groupe BPCE. This agreement allows Natixis EuroTitres and Caceis to benefit from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the services of Groupe BPCE entities.
Populaire Bourgogne Franche Comté, Natixis Director. Mr. Michel Grass, Chairman of the Board of Directors of Banque
Quatrem death and disability plan extended to certain members of Groupe BPCE senior management, including “Surviving insurance scheme for Natixis S.A. employees, as well as the 12 months in the event he is temporarily unable to work, and confirm his coverage by the personal protection and health the personal protection and health insurance scheme for Laurent Mignon, CEO, to maintain his level of compensation for
On February 10, 2016, the Board of Directors decided to amend
examined the information relating to the financial position and the financial statements given in this document and have read completion of their work, in which they indicate that they have I have obtained a letter from the Statutory Auditors certifying the
years prior to the publication of this document) are partly included in this document and may be consulted at the reports, mail and other documents, historical parent company and consolidated financial information, for each of the two fiscal
This registration document is available in the “Investor www.natixis.com. Relations” section of the Company’s institutional website,
Any person wishing to obtain additional information about Natixis can request documents free of charge and without obligation: 75013 Paris
486 REGISTRATION DOCUMENT 2016 - Natixis document Cross-reference table of registration 8.3
4. Risk factors 112 to 118 5. Information about the issuer 5.1. History and development of the Company 6 to 9 6. Business overview 6.1. Main activities 14 to 27 6.2. Main markets 302 to 306 6.3. Exceptional events N/A
6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes 6.5. The basis for any statements made by the issuer regarding its competitive position 14 to 26 7. Organizational structure 7.1. Brief description of the Group 6-7; 9 7.2. List of principal subsidiaries 224 to 228; 335 to 8. Property, plant and equipment 8.1. Existing or planned material tangible fixed assets 246-247 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fixed assets 393 to 407; 419 to 9. Income and Financial position 9.1. Financial position to 202 112 to 118; 124 to 9.2. Operating results 10: 192-193; 206 10. Treasury and Capital resources 10.1. Information concerning the issuer’s capital resources 124 to 132; 208-209 10.2. Sources and amounts of the issuer’s cash flows 210-211 10.3. Information on the issuer’s borrowing conditions and funding structure 160 to 163 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations
14. Administrative, management, and supervisory bodies and Executive Management 14.1. Administrative bodies 34 to 80 14.2. Administrative, management, and supervisory bodies and Executive Management conflicts of interest 80 15. Compensation and benefits
20.7. Dividend policy 28; 442; 453 20.8. Legal and arbitration procedures 175 to 178 20.9. Significant changes in the issuer’s financial or commercial situation 200 21. Additional information 21.1. Share capital 379; 448 21.2. Memorandum and bylaws 438 to 443 22. Material contracts N/A
24. Documents available to the public 485 25. Information on holdings 335 to 341 incorporated by reference in this registration document: 809/2004 of April 29, 2004, the following information is Pursuant to Article 28 of Commission regulation No. (EC)
the parent company and consolidated financial statements fora registration document filed with the AMF on March 10, 2016 under number D.16-0127; registration document filed with the AMF on March 12, 2015 under number D.15-0128; report thereon, respectively pages 364 to 365 and 321 to 322, and the Group management report, on pages 178 to 192 of the the year ended December 31, 2014, presented respectively on pages 323 to 363 and 194 to 320, the Statutory Auditors’
Heading Registration document page number 1. Parent company financial statements 351 to 390 2. Consolidated financial statements 204 to 348 3. Management report (French Monetary and Financial Code)
Analysis of financial positiona 172; 188 to 202 112 to 118; 124 to 154; 159 to
Factors likely to be material in the event of a public tender offera 452
1.3. Natixis parent company 351 to 390 2. Progress made and difficulties encountered in 2016 188 to 191 3. Research and development 178 4. Significant events after the reporting period 326 5. Trends and outlook 14 to 27 6. Risk factors 112 to 118 7. Directors and executive officers 7.1. Corporate offices and other positions held by members of the Board of Directors 36 to 60 7.2. Transactions in Natixis securities by directors and senior managers 87 to 96 7.3. Members of the Board of Directors compensation 87 to 96 7.4. Compensation and benefits payable to the CEO 83 to 87 7.5. Stock options and performance shares 447 8. Information concerning the Company and its capital 438 to 450 9. Information relative to the locations and activities in each country or territory 355 to 341 10. Social and Environmental information 393 to 435
8 ADDITIONAL INFORMATIONCross-reference table between articles of the CRR, Basel Committee/ EBA tables and statements, and the Pillar III report 490 REGISTRATION DOCUMENT 2016 - Natixis
Cross-reference table between 8.6 and the Pillar III report EBA tables and statements, articles of the CRR, Basel Committee/
CRR Article Basel Committee/EBA tables and statements Reference in Pillar III report
Article 435 (1) (EBA) EU OVA - Bank risk management approach management organization 2.4 Risk appetite 2.7 Stress tests
financial statements with regulatory risk categories regulatory scopes of consolidation and mapping of EU LI1 - Differences between accounting and Table 1 27-28 125-126
Article 436(b) accounting and regulatory exposure amounts EU LIA – Explanations of differences between scope 3.2 Prudential consolidation 26
Article 458 distribution of credit exposures used in the (BCBS March 2016) CCyB1 – Geographical countercyclical buffer
(BCBS March 2016) LR2 – Leverage ratio Appendix 3 164 N/A
(h) Article 442 (c), (g) and (EBA) EU CR1 - Credit quality of assets Table 17 54
8ADDITIONAL INFORMATIONCross-reference table between articles of the CRR, Basel Committee/ EBA tables and statements, and the Pillar III report 491REGISTRATION DOCUMENT 2016 - Natixis
CRR Article Basel Committee/EBA tables and statements Reference in Pillar III report Pillar III Page of report document
Article 453 (f) and (g) Overview (EBA) EU CR3 - Credit risk mitigation techniques – Table 15 52
Article 442 (c) of exposures (EBA) EU CRB-B - Total and average net amount Table 18 55
Article 442 (d) of exposures (EBA) EU CRB-C - Geographical breakdown Table 19 56
Article 442 (e) by industry or counterparty type (EBA) EU CRB-D - Concentration of exposures Table 20 57
standardized approach for credit risk use of external credit ratings under the (EBA) EU CRD - Qualitative disclosures on banks’
Article 453 (f) and (g) exposure and Credit Risk Mitigation (CRM) effects (EBA) EU CR4 - Standardized approach – credit risk Table 23 61
Article 444 (e) (EBA) EU CR5 - EAD by asset class and risk weight Table 24 61 135
Article 452 (a) (c) to IRB models (EBA) EU CRE - Qualitative disclosures related ratings-based approach 5.7. Credit risk: internal 62 134-139
Article 452 (e)(h) and (j) portfolio and PD range (EBA) EU CR6 - IRB – Credit risk exposures by Table 29 68
exposures under IRB (EBA) EU CR8 - RWA flow statements of credit risk Table 28 67
Art. 452(j) weighted LGD by geography NX16 - Average weighted PD and average Table 26 63
Article 439 (e) and (f) capital charge (EBA) EU CCR2 - Credit valuation adjustment (CVA) Table 38 80
Article 439 (g) and (h) (EBA) EU CCR6 - Credit derivative exposures Table 37 79
CRR Article Basel Committee/EBA tables and statements Reference in Pillar III report Pillar III Page of report
Article 455 (d) (EBA) EU MR3 - IMA values for trading portfolios Table 53 92 151-154
Article 448 and objectives (BCBS) Table A – IRRBB management policies 9.4. Management of structural interest rate risk
(BCBS) Table B – NII sensitivity Table 62 (IRRBB – Table B) 106 168
Article 450 (BCBS) REMA – Remuneration policy 12. Disclosures on remuneration
Table 7 : Risk-weighted assets at December 31, 2016 37 131 counterparty risks Credit and Table 8 (NX01): EAD, RWA and EFP by approach and by Basel exposure class 40 142
Table 11 : (NX05): EAD by geography and by exposure class 43 145
NX06 : EAD by geography 146 approach Table 12 : (NX11 BIS): EAD by exposure class and by agency – Standardized 44
Table 13 : (NX17): Secured exposures by rating and by type of guarantor 44
Table 26 : (NX16): Average weighted PD and average weighted LGD by geography 63
Table 28 : (EU CR8): RWA flow statements of credit risk exposures under IRB 67
Table 30 : (EU CR10): IRB (specialized lending and equities) 72
Table 31 : (NX23): Breakdown of equity exposures by Natixis main business line 72
Table 32 : (NX24): Equity EAD by type and nature of exposure 72
Subject Title of table report Pillar III Page of Page of document Registration
Table 36 : (EU CCR4): IRB – CCR exposures by portfolio and PD scale 77
Table 40 : (SEC1): Securitization exposures in the banking book 84
Table 48 : (EU MR3): IMA values for trading portfolios 92
Table 49 : (EU MR4): Comparison of VaR estimates with gains/losses 93
Liquidity risk Table 51 : Liquidity ratio (LCR) at 12/31/2016 102 164
Table 55 : Interest rate gap by maturity at December 31, 2016 106 167
Table 64 : Exposures to countries subject to a rescue plan 147 185-186
Introduction 1 Cross-reference table 167-169 490-494 2 Terminology and risk measurement, key inputs used 16, 48-50, 88-91, 122-123, 133-136, 147-151, 3 Description of principal and/or emerging risks 17-23 112-118
Capital requirements and risk-weighted assets and regulatory data Information on the composition of regulatory capital, Reconciliation of accounting 27, 30, 34 125, 128, 12 Regulatory capital targets 38 132 13 Risk-weighted assets by business line and by type of risk 132 14 Risk-weighted assets and capital requirements by method and exposure class 40, 41 142 15 Table of credit risks by Basel portfolio 42, 61, 68, 16 Changes in risk-weighted assets by type of risk 37 131 17 Description of back-testing models 64 138
Liquidity and Funding 20 Balance sheet by contractual maturities 108-109 170-171
Market risks 22 Reconciliation of risk-weighted assets and accounting items for exposures sensitive to market risks 23 Significant market risk factors 152 24 Market risk modeling principles 91 148-150 25 Market risks management techniques 92-93 151-152
Other risks 31 Other risks: insurance sector risks, operational risks and legal risks, IT system security and business continuity plans 112-115, 121-123, 155-158, 32 Analysis of losses related to operational risk, including litigation and compliance 118-120 173-175
Art. R.225-105 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
g) Promotion and respect of the International Labour Organisation’s fundamental conventions: On protecting freedom of association and the right to collective a bargaining
Resources allocated to the prevention of environmental risks a and pollution
The prevention, reduction or compensation of air, water a and land emissions that seriously damage the environment to a particular activity Taking into account noise pollution and all types of pollution specific a
c) The circular economy pollution and waste management sustainable ressource use
c) Subcontractors and suppliers issues Purchasing policies that take into account social and environmental a
The importance of sub-contracting and the social and environmental a responsibilities in relation to service providers and sub-contractors
Art. R.225-105-1-II 3° e) e) Other human rights initiatives HR1-2-7-8-9-10 422
AFEP-Medef Association Française des Entreprises Privées- Mouvement des Entreprises de France (French Association of Private Sector Companies- French Business Confederation).
AGIRC for Managers' Pension Institutions). Association Générale des Institutions de Retraite des Cadres (General Association
Backtesting A method of assessing the effectiveness of trading strategies and the accuracy of value at risk (VaR) compared to risks actually incurred.
European accord of June 26, 2015, in the event of capital inadequacy (due to losses), creditors holding subordinated debt, then senior creditors, then unsecured deposits by large corporates,
A supervisory framework aimed at better anticipating and limiting the risks borne by credit institutions. It focuses on banks’ credit risk, market risk and operational risk. The terms drafted
system and the effectiveness of prudential supervision and cooperation among bank regulators.
Bond grants the same debt claims on the issuer for the same nominal value, the issuer being a company, a public sector entity or a government.
CCAN Comité Consultatif des Actionnaires de Natixis (Natixis Shareholders' Consultative Committee).
promises to compensate for any losses on a reference asset (a bond issued by a government, financial institution or company) upon the occurrence of a credit event (bankruptcy, default,
Credit default swap, i.e. insurance against credit risk in the form of a bilateral financial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn deferred payment or restructuring).
CHSCT Comité d’Hygiène, de Sécurité et des Conditions de Travail/Committee for Hygiene, Safety and Working Conditions
CLOs Collateralized loan obligation, i.e. a credit derivative product backed by a homogeneous pool of corporate loans.
CNlL authority protecting privacy and personal data) Commission Nationale de l’Informatique et des Libertés (an independent administrative
Common Equity Tier 1 ratio Ratio of Common Equity Tier 1 (CET1) capital to risk-weighted assets. The CET1 ratio is a solvency indicator used in the Basel III prudential accords.
Company-controlled stock or more other companies. Company-controlled stock does not bestow voting rights and is A company’s ownership share of its own equity, held via its direct or indirect control of one not included in the calculation of earnings per share.
CP Commercial paper. In the United States, commercial paper is a negotiable debt instrument issued by corporations on the money market.
of a credit event (bankruptcy, default, deferred payment or restructuring). It is a mechanism to protect against credit risk.
(a bond issued by a government, financial institution or company) upon the occurrence the protection seller, who in turn promises to compensate for any losses on a reference asset A bilateral financial contract whereby the protection buyer periodically pays a premium to
Credit derivative for hedging purposes. One of the most common forms of credit derivatives is the credit default swap (CDS).
framework for derivatives markets and reinforced regulation of rating agencies. US regulators (Securities and Exchange Commission, Commodity Futures Trading Commission, etc.) are
DVA loss, from the counterparty’s perspective, on liability valuations of derivative financial instruments. It reflects the impact of the entity’s own credit quality on the valuation of these
Debit Valuation Adjustment, which is symmetrical to the CVA and represents the expected instruments.
EAD one year. Exposure at default, i.e. the value of exposure to the risk of the debtor defaulting within
It is in charge of harmonizing prudential standards, ensuring coordination among the various national supervisory authorities and performing the role of mediator. The goal is to establish 2010. It began operating on January 1, 2011 in London, superseding the Committee of European Banking Supervisors (CEBS). This new body has an expanded mandate.
European Banking Authority, established by EU Regulation No. 1093/2010 of November 24,
EL of the transaction and any measures taken to mitigate risk, such as collateral. It is calculated by multiplying exposure at risk (EAD) by Probability of Default (PD) and by Loss Given Default
of rating agencies in Europe and the development of technical standards for EU regulations on the functioning of the financial markets (EMIR, MiFID, Prospectus Directive).
FBF all banking institutions in France. Fédération Bancaire Française (French Banking Federation), a professional body representing
FCPR Fonds Commun de Placement à Risque (Private Equity Investment Fund)
authorities and international standard setters in the regulation and supervision of financial institutions. Conceived at the G20 summit in London in April 2009, the FSB functions as the stability. Its members are central bank governors, finance ministers and supervisors from the G20 countries. Its primary objective is to coordinate international efforts by national financial
Fully-Loaded Indicates full compliance with Basel III solvency requirements (mandatory from 2019)
IFACI Institut Français de l'Audit et du Contrôle Internes (French Institute of Internal Auditing and Control).
International Financial Reporting Interpretations Committee (IFRIC) - IFRIC 21, adopted by the European Union in June 2014, is an interpretation of IAS 37 “Provisions, Contingent
Insurance risk as earthquakes, hurricanes, industrial accidents, acts of terrorism and military conflict).
as well as risks related to the pricing of mortality risk premiums and the risks associated with life and non-life insurance, including pandemics, accidents and natural disasters (such
Interest Rate Risk in the Banking Book. IRRBB designates the current or future risk to which the bank's capital and profits are exposed due to adverse interest rate fluctuations influencing
LGD Loss given default, a Basel 2 credit risk indicator corresponding to loss in the event of default. It is expressed as a percentage (loss rate).
Liquidity coverage ratio (LCR) A measure introduced to improve the short-term resilience of banks’ liquidity risk profiles. The LCR requires banks to maintain a reserve of risk-free assets that can be converted easily into cash on the market in order to cover its cash outflows minus cash inflows over a 30-day stress period without the support of central banks.
Market risk The risk of a loss in value on financial instruments resulting from changes in market 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.
Natixis business line ROE ROE for business lines is calculated based on normative capital to which are added goodwill capital is maintained at 3%.
the basis of 10% of their Basel 3 average risk-weighted assets. Business lines receive interest on the normative capital allocated to them. By convention, the interest rate on normative and intangible assets for the business line. Capital is allocated to Natixis business lines on
Natixis leverage ratio counterparties are offset in accordance with IAS 32 rules without maturity or currency criteria. The ratio is presented after canceling transactions with affiliates, pending ECB authorization.
except for DTAs on tax-loss carryforwards and with the hypothesis of a roll-out for non-eligible subordinated notes under Basel 3 by eligible notes. Repo transactions with central
This ratio is calculated based on the rules set forth in the Delegated Act, without phase-in
share as defined by IFRS, after payout of dividends, excluding average hybrid debt, and excluding unrealized or deferred gains and losses recognized in equity (OCI).
Net book value on reclassification of hybrids as equity instruments. Tangible net book value is corrected for goodwill on associates, restated goodwill and restated intangible fixed assets.
calculated by taking shareholders’ equity group share, restated for hybrids and capital gains
incentives meant to encourage banks to finance their operations using more structurally stable resources. This long-term structural liquidity ratio, applicable to a one-year period, was
NRE Loi sur les nouvelles réglementations économiques/French Law on New Economic Regulations
OCI reclassification adjustments) not included in net income/loss as required or authorized by IFRS. Other comprehensive income, which contains the income and expense items (including
OFR of risk-weighted assets (RWA). Own Funds Requirement: the amount of capital that is required to be held, i.e. 8%
PD a one-year period. Probability of default, i.e. the likelihood that a counterparty of the bank will default within
Personal guarantee the guarantor promises to repay the creditor a debtor’s obligation in the event the debtor is unable to do so itself. An independent guarantee is a commitment through which
the guarantor promises to pay an amount, upon first request or pursuant to agreed terms,
Rating agency contractual period). i.e. their ability to honor their commitments (repayment of capital and interest within the An organization that specializes in assessing the creditworthiness of issuers of debt securities,
Real security as commodities, precious metals, cash, financial instruments or insurance policies. Securities comprising tangible or intangible assets, movable or immovable assets, such
Regulatory capital requirement The amount of capital that banks are required to hold, i.e. 8% of risk-weighted assets (RWA).
Risk Appetite Framework (RAF) Document describing the interface between the organization’s key processes and the implementation of the governance that puts the RAS into action.
Risk Appetite Statement (RAS) to take. Document setting out, in qualitative and quantitative terms, the risks that the bank is prepared
Risk weight (RW) of the corresponding risk-weighted assets. The percentage value by which a given exposure is multiplied, used in the calculation
RMBS of residential mortgage loans. Residential mortgage-backed security, i.e. a debt security backed by a pool of assets consisting
RTT Réduction du temps de travail/Compensatory time off in lieu of overtime pay
SA (Standardized Approach) Approach used to measure credit risk as defined by EU regulations.
period, stressed VaR uses a one-year historical window corresponding to a period of 99%. However, unlike VaR, which uses 260 daily fluctuation scenarios on a sliding one-year portfolio, using a “historical simulation” with “one-day” shocks and a confidence interval of a continuous 12-month period under a representative crisis scenario relevant to the bank’s Like the VaR approach, stressed VaR is calculated based on a fixed econometric model over significant financial tension.
exchange rate risk Structural interest rate and The risk of losses or impairment on assets arising from changes in interest rates or exchange rates. Structural interest/exchange rate risks are associated with commercial activities and proprietary transactions.
product Structured issue/structured providing exposure to any asset type (equities, forex, fixed-income, commodities). A financial instrument combining a bond product and an instrument, such as an option, resulting from securitization transactions, for which a ranking of bearers is established. different context, the term "structured product" or "structured issue" can also refer to securities Such instruments may be backed by a (total or partial) guarantee on the investment. In a
Tier 1 capital regulatory deductions. Core capital including the financial institution’s consolidated shareholders’ equity minus
Total Capital Ratio Ratio of overall capital (Tier1 and Tier2) to risk-weighted assets.
TRS and any change in value on two different assets over a given time period. Total return swap, i.e. a transaction whereby two parties exchange the income generated
www.natixis.com A joint company with a Board of Directors with share capital of €5,019,776,380.80