LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 545Natixis Registration Document 2018 the number of shares that the Company holds at any timej whatsoever does not exceed 10% of the shares comprising the Company’s share capital on the date in question, pursuant to Article L.225-210 of the French Commercial Code; Resolves that the acquisition, sale or transfer of the shares3) may take place at any time, except in public offer periods, within the limits authorized by current legal and regulatory provisions, by any means, on regulated markets, multilateral trading platforms, with systematic internalizers or over the counter, including by means of the acquisition or sale of blocks of shares (without limiting the portion of the buyback program that may be realized by this means), by a tender or exchange offer, or by using options or other forward financial instruments, or by the tendering of shares subsequent to the issue of securities giving access to the Company's capital by means of conversion, exchange or redemption, by exercising a warrant or by any other means, either directly or indirectly via an investment services provider.
The maximum purchase price under this resolution will be ten (10) euros per share (or the equivalent value of this amount on the same date in any other currency). This maximum price applies only to purchases decided from the date of this meeting and not to forward transactions entered into by virtue of an authorization given at a previous General Shareholders' Meeting and providing for purchases of shares subsequent to the date of this meeting. The shareholders delegate to the Board of Directors, in the event of a change in the par value of the share, capital increases by capitalization of reserves, free share awards, stock splits or reverse stock splits, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the share capital, the power to adjust the maximum purchase price indicated above to take into account the impact of these transactions on the share value; Resolves that the aggregate amount allocated to the share4) buyback program authorized above may not exceed €3,150,288,592; Fully empowers the Board of Directors, with the right to5) sub-delegate said power, to decide upon and implement this authorization, to specify its final terms and conditions if necessary and to determine its procedures, in order to carry out the buyback program and, in particular, to place any stock market order, enter into any agreement, allocate or reallocate the shares acquired to meet the objectives sought in accordance with the applicable legal and regulatory provisions, establish the terms and conditions according to which the rights of holders of securities or options will be protected, if appropriate, in accordance with legal, regulatory or contractual provisions, make any filings with the AMF and any other competent authorities, and complete all other formalities and, in general, do whatever is necessary. The Board of Directors will ensure that these buybacks are executed in accordance with prudential requirements, such as those established by regulation.
Resolution twenty-two (Delegation of authority to the Board of Directors to award free shares to employees and corporate officers of the Company and related companies, without preferential subscription rights)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors' special report, in accordance with Articles L.225-197-1 et seq. of the French Commercial Code: authorizes the Board of Directors to award, in one or morea installments, in France or in foreign countries, new or existing free Company shares to beneficiaries in the categories it shall identify among the employees of the Company or its associates, in accordance with conditions set out in Article L.225-197-2 of the French Commercial Code, or to the corporate officers referred to in Article L.225-197-1 (II) of this same Code; assigns the Board of Directors the task of identifyinga beneficiaries within the above-mentioned categories, the number of free shares that may be awarded to each of them, as well as the conditions and, where appropriate, the criteria for awarding these shares; resolves that:a the total number of existing or new free Natixis shares to be(i) allocated cannot exceed 2.5% of the Company's share capital at the date on which the Board of Directors decided to allocate them, with the understanding that (a) this limit does not take into account any possible adjustments which may be made to preserve the rights of beneficiaries in the event of a transaction involving the Company’s share capital and (b) shares already allocated by the Board of Directors at this date will not be taken into consideration for the calculation of this limit, the total number of existing or new free Natixis shares to be(ii) allocated to executive corporate officers of the Company under this resolution cannot exceed 0.1% of the Company's share capital at the date on which the Board of Directors decided to allocate them (excluding any possible adjustments which may be made to preserve the rights of beneficiaries in the event of a transaction involving the Company’s share capital), with the understanding that this sub-limit would be deducted from the above-mentioned limit of 2.5% of the share capital; resolves that:a the allocation of shares to their beneficiaries under this(i) resolution will be definitive at the end of a vesting period, the duration of which cannot be less than one year and will be set by the Board of Directors; the retention period of shares by their beneficiaries will be,(ii) where applicable, set by the Board of Directors, with the understanding that the cumulative duration of the vesting and retention periods cannot be less than two years; in the event that a beneficiary falling into the second or third(iii) categories laid down by Article L.341-4 of the French Social Security Code becomes incapacitated, shares will become fully vested and immediately transferable.
The capital reduction may not involve more than ten percent (10%) of the Company’s share capital in any given
This authorization is granted for a period of twenty-six (26) months from this meeting.
LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 547Natixis Registration Document 2018 the overall par value ceiling on capital increases liable to bej carried out immediately or in the future under this delegation of authority or those granted under resolutions twenty-five, twenty-six, twenty-seven, twenty-eight, twenty-nine and thirty submitted for the approval of this General Shareholders’ Meeting is set at one and a half (1.5) billion euros, where applicable, the par value of additional shares that mayj be issued, in the event of new financial transactions, to maintain the rights of bearers of securities giving access to the share capital, will be added to the limits set above; Establishes the effective period of the authorization provided4) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; In the event that the Board of Directors uses this delegation:5)
resolves that preferential subscription rights to the issue(s)j shall be reserved for shareholders who might subscribe to shares in proportion to the number of existing shares they hold at that time, acknowledges that the Board of Directors may introducej over-subscription privileges, acknowledges that this delegation of authority unconditionallyj and expressly waives, in favor of the holders of securities issued giving access to the Company's capital, the shareholders' preferential subscription rights in respect of the shares to which said securities will give entitlement immediately or at some future date, acknowledges that if the share issued is a security that is notj a security giving access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital, the Company’s shareholders have no rights to subscribe to securities issued in this context, acknowledges that, pursuant to Article L.225-134 of thej French Commercial Code, if shares purchased under preferential subscription rights and over-subscription privileges do not account for all shares issued under the capital increase, the Board of Directors may exercise, under the terms prescribed by law and in the order it chooses, one of the following options: limit the capital increase to the amount subscribed for onj condition that such amount is equal to at least three-quarters of the planned capital increase, freely distribute all or part of the shares or, in the case ofj securities giving access to the share capital, those securities that were to be issued but have not been subscribed for, make a public offering on the French market orj internationally of all or part of the shares or (in the case of securities giving access to the share capital) the unsubscribed securities; resolves that Company stock warrants may also be freelyj awarded to existing shareholders, with the understanding that the Board of Directors will have the power to decide that fractional shares shall not be traded and that the corresponding securities will be sold; Resolves that the Board of Directors cannot, unless6) previously authorized by the General Shareholders' Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the Company's shares. This prohibition will stand until the public tender offer period ends; Resolves that the Board of Directors will have all necessary7) powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: decide on a capital increase and determine the securities toj be issued, decide on the amount of the capital increase, the issue pricej as well as the amount of any premium that may be required on issuance, set the dates and terms of the capital increase and the type,j number and characteristics of the securities to be issued. Furthermore, in the case of bonds or other debt securities, decide whether they should be subordinated (and, if applicable, their rank, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (fixed or variable rate of interest, zero coupon or indexed) and stipulate mandatory or optional cases when interest payments shall be suspended or not paid, fix their maturity (fixed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of issue (including the granting of guarantees or security interests) and redemption (including redemption by delivery of assets of the Company). Where appropriate, these securities may carry warrants granting allocation, acquisition or subscription rights to bonds or other debt securities, or provide the Company with the option to issue debt securities (fungible or non-fungible) to make interest payments previously suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or compensation or of other rights such as indexation or options possibilities). Finally, the Board may change, throughout the life of the securities concerned, the terms referred to above, in accordance with applicable procedures, determine the procedure for paying up the shares or thej securities giving access to shares to be issued immediately or in the future, set terms for the exercise of rights (rights to conversion,j exchange or redemption as the case may be, including by delivery of Company assets such as securities already issued by the Company) attached to the shares or securities giving access to the share capital and, in particular, set the date, which may be retrospective, from which the new shares will pay dividends, and all other terms and conditions for the completion of the capital increase, set terms under which the Company may buy back orj exchange on the market, at any time or during specific time periods, the securities issued or to be issued immediately or in the future, with the view to canceling such securities or not, taking into account the applicable legal provisions, allow for the option of suspending the exercise of the rightsj attached to such securities in compliance with the relevant laws and regulations, at its sole discretion, apply the cost of the capital increasej against the related share premiums and deduct the amounts required for the legal reserve, determine and make all adjustments as may be required toj recognize the impact of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of dividends, reserves or premiums or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set all other terms on which any rights of holders of
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 548 Natixis Registration Document 2018 securities giving access to the share capital are to be maintained (including through cash adjustments), duly record the completion of each capital increase andj modify the bylaws accordingly, in general, enter into agreements to ensure the proposedj issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; Resolves that this delegation of authority voids from this day,8) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution fourteen by the Combined General Shareholders' Meeting of May 23, 2017.
Resolution twenty-five (Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue, through a public offer, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights)
LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 549Natixis Registration Document 2018
Recognizes that this delegation unconditionally and expressly8) waives, in favor of the holders of securities issued giving access to shares to be issued by the Company, the shareholders' preferential subscription rights in respect of the shares to which said securities will give entitlement; Decides that the Board of Directors cannot, unless granted9) prior authorization by the General Shareholders' Meeting, make use of this delegation of authority during the entire duration of a public offer launched on the Company's shares by a third party; Recognizes that, pursuant to Article L.225-136 1 of the10) French Commercial Code: the issue price of shares issued directly will be at least equal to the minimum stipulated by the applicable regulations on the date of the issue (currently, the average weighted market price during the three trading days on the Euronext Paris regulated exchange prior to the date on which the subscription price for the capital increase is determined less, where applicable, a maximum discount of 5%), after, where applicable, any corrections to this average in the event of a difference in the effective dates, the issue price of securities giving access to shares to bej issued by the Company and the number of shares to which the conversion, redemption or other transformation of each such security giving access to shares to be issued by the Company may give rise will be such that the amount immediately received by the Company together with any amount it may later receive is, for each share issued as a consequence of the issue of these securities, at least equal to the minimum subscription price as provided for in the previous paragraph; Decides that the Board of Directors will have all necessary11) powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: decide on a capital increase and determine the securitiesj to be issued, decide on the amount of the capital increase, the issuej price as well as the amount of any premium that may be required on issuance, amend, during the term of the securities concerned, the terms referred to above, in compliance with applicable formalities, set the dates and terms of the capital increase, the nature,j number and characteristics of the securities to be created; additionally, in the case of bonds or other debt securities, to decide whether they should be subordinated or not (and, if applicable, their level of subordination, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (fixed or variable rate of interest, zero coupon or indexed) and provide for mandatory or optional cases for the suspension or non-payment of interest, fix their maturity (fixed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of their issue (including the granting of guarantees or security interests) and amortization (including redemption by delivery of assets of the Company); where applicable, these securities may carry warrants providing entitlement to the allotment, purchase or subscription of bonds or other debt securities, or provide for an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interest the payment of which may have been suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or remuneration or of other rights such as indexation or options possibilities); determine the procedure for paying up the shares or thej securities giving access to shares to be issued immediately or in the future, set terms for the exercise of rights (rights to conversion,j exchange or redemption as the case may be, including by delivery of Company assets such as treasury shares or securities already issued by the Company) attached to the shares or securities giving access to the share capital and, in particular, set the date, which may be retrospective, from which the new shares will rank for dividend, and all other terms and conditions for the completion of the capital increase, set terms under which the Company may buy back orj exchange on the market, at any time or during specific time periods, the securities issued or to be issued immediately or in the future, with the view to canceling such securities or not, taking into account the applicable legal provisions, allow for the option of suspending the exercise of thej rights attached to securities issued in accordance with the relevant laws and regulations, in the event of an issue of securities as consideration forj securities contributed in connection with a public offer including an exchange component, establish a list of the securities contributed in exchange, establish the conditions for the issue, the exchange ratio as well as, where applicable, the amount of the cash adjustment to be paid without triggering the terms for setting the issue price set out in paragraph ten of this resolution and determine the terms and conditions of the issue whether in connection with a public exchange offer, an alternative takeover bid or tender offer or a public offer covering the acquisition or exchange of the relevant securities against settlement in securities or cash, or a principle takeover bid or tender offer combined with a subsidiary tender offer or takeover bid, or any other form of public offer in compliance with the applicable law and regulations of said public offer, at its sole discretion, apply the cost of capital increasesj against the related share premiums and deduct the amounts required for the legal reserve, make all adjustments as may be required as a result ofj changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set the other terms on which any rights of holders of securities giving access to shares are to be preserved, duly record the completion of each capital increase andj modify the bylaws accordingly, in general, enter into agreements to ensure the proposedj issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights;
Decides that this delegation of authority voids from this day,12) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution fifteen by the Combined General Shareholders' Meeting of May 23, 2017.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors' report and the Statutory Auditors' special report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135 and L.225-136 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: Approves the delegation of authority to be granted to the1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing, in France or abroad, through an offer as set out in Article L.441-2 (II) of the French Monetary and Financial Code, either in euros or in any other currency or currency unit established by reference to more than one currency, by issuing (i) shares, (ii) shares giving access to other shares, either existing or new, or giving access to Company debt securities and/or (iii) securities giving access to shares to be issued by the Company for valuable consideration or free of consideration, governed by Articles L.228-91 et seq. of the French Commercial Code, it being stipulated that subscription for such shares or other securities may be in cash, by offset of debt, or by capitalization of reserves, retained earnings or premiums; Approves the delegation of authority to be granted to the2) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to issue shares further to the issue, by companies in which the Company either directly or indirectly owns more than half of the share capital or by companies which directly or indirectly own more than half of its share capital, of securities giving access to shares to be issued by the Company.
This decision unconditionally and expressly waives, in favor of the holders of the securities that may be issued by company's belonging to the Group's companies, the shareholders' preferential subscription rights in respect of shares in the Company to which said securities will give entitlement; Approves the delegation of authority to be granted to the3) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to issue (i) securities giving access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital and/or (ii) shares giving access to existing equity securities or giving access to debt securities, of a third party company; Decides to set the following limits to capital increases4) authorized in the event of use by the Board of Directors of the present delegation: the par value ceiling on capital increases liable to be carriedj out immediately or in the future under this delegation of authority is set at five hundred million (500 million) euros, the issue of shares pursuant to this delegation of authorityj may under no circumstance exceed the limits specified by the applicable legislation at the date of the issue (currently 20% of the share capital per year), the total value of capital increases carried out or likely to bej carried out in the future under this delegation of authority will be subject (i) to the overall limit set out in paragraph three of resolution twenty-four of this General Shareholders’ Meeting or, where applicable, to the amount of an overall limit stipulated by any similar resolution that may supersede said resolution during the period of validity of the present delegation and (ii) to the limit set out in paragraph four of resolution twenty-five of this General Shareholders’ Meeting or, where applicable, to the amount of a limit stipulated by any similar resolution that may supersede said resolution during the period of validity of the present delegation, where applicable, the par value of any shares that may bej issued, in the event of new financial transactions, to maintain the rights of bearers of securities giving access to the share capital, will be added to the limits set above; Establishes the effective period of the authorization provided5) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; Decides to waive the preferential subscription rights of6) shareholders to the shares and securities covered by the present resolution; Recognizes that if the subscriptions do not absorb the entire7) issue, the Board of Directors may limit the issue to the amount of subscriptions received providing that this amount reaches at least three quarters of the issue decided upon; Recognizes that this delegation unconditionally and expressly8) waives, in favor of the holders of securities issued giving access to shares to be issued by the Company, the shareholders' preferential subscription rights in respect of the shares to which said securities will give entitlement; Decides that the Board of Directors cannot, unless granted9) prior authorization by the General Shareholders' Meeting, make use of this delegation of authority during the entire duration of a public offer launched on the Company's shares by a third party; Recognizes that, pursuant to Article L.225-136 1 of the10) French Commercial Code: the issue price of shares issued directly will be at leastj equal to the minimum stipulated by the applicable regulations on the date of the issue (currently, the average weighted market price during the three trading days on the Euronext Paris regulated exchange prior to the date on which the subscription price for the capital increase is determined less, where applicable, a maximum discount of 5%), after, where applicable, any corrections to this average in the event of a difference in the effective dates,
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 552 Natixis Registration Document 2018 value limit for capital increases authorized by this General Shareholders’ Meeting in paragraph four of resolution twenty-five and from the overall limit set out in paragraph three of resolution twenty-four or, where applicable, from the limits established under the same kind of resolution which may supersede said resolutions during the period in which this delegation of authority remains valid; Decides that the Board of Directors cannot, unless granted2) prior authorization by the General Shareholders' Meeting, make use of this delegation of authority during the entire duration of a public offer launched on the Company's shares by a third party; Decides that the Board of Directors will have all necessary3) powers, in accordance with the provisions of law, to put this resolution into effect, in particular to: decide on a capital increase to be made as considerationj for the assets transferred to the Company and determine the nature of the securities to be issued, establish the list of securities to be contributed, approvej the valuation of the contributions, set the terms of the issue of securities made as consideration for said contributions, as well as where applicable the amount of the cash adjustment to be paid, approve the granting of specific benefits and reduce, subject to the transferors' consent, the valuation of the contributions or the consideration for specific benefits, determine the characteristics of the securities to be issuedj as consideration for the contributions in kind and set the terms on which any rights of holders of securities giving access to share capital are to be preserved, at its sole discretion, apply the cost of capital increasesj against the related share premiums and deduct the amounts required for the legal reserve, duly record the completion of each capital increase andj modify the bylaws accordingly, in general, take any measures and carry out any formalitiesj that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; Establishes the effective period of the authorization provided4) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; Decides, as necessary, to waive, in favor of holders of capital5) stock or securities that are the subject of contributions in kind, preferential subscription rights to the shares and securities so issued; Decides that this delegation of authority voids from this day,6) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution seventeen by the Combined General Shareholders' Meeting of May 23, 2017.
LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 553Natixis Registration Document 2018 in general, enter into agreements, take any measures andj carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; Decides that the Board of Directors cannot, unless granted3) prior authorization by the General Shareholders' Meeting, make use of this delegation of authority during the entire duration of a public offer launched on the Company's shares by a third party; Establishes the effective period of the authorization provided4) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; Decides that this delegation of authority voids from this day,5) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution eighteen by the Combined General Shareholders' Meeting of May 23, 2017.
LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments 555Natixis Registration Document 2018
Agreements and commitments authorized and entered into during the past fiscal year
At its September 12, 2018 meeting, the Board of Directors authorized the signing of a Negotiation Agreement relating to the sale by Natixis of the Securities & Financial Guarantees, Leasing, Factoring, Consumer Finance, and Securities Services businesses of its Specialized Financial Services division to BPCE.
plan, primarily in asset management activities, compared to the initially planned €1 billion.
The signing of the Negotiation Agreement, which indicates a total sale price of €2.7 billion, is in the interests of the company, given the project’s strategic benefit to Natixis. This is because the transaction will enable Natixis to accelerate the development of its asset-light model. This would allow Natixis to invest up to €2.5 billion over the duration of its New Dimension strategic
This agreement will be presented for approval at the May 28, 2019 General Shareholders' Meeting.
Sale by Natixis of the Securities & 2. Financial Guarantees (CECG), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE (“Project Smith”)
In accordance with Article R. 225-30 of the French Commercial Code, we were notified that the following agreements and commitments, already approved by the General Shareholders’ Meeting in previous years, were still being executed in the previous fiscal year.
Commitments made in favor 1. of François Riahi upon his appointment as Chief Executive Officer
An agreement relating to the Chief Executive Officer'sa severance payment based on performance conditions and criteria, and capping that payment. The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position
A non-compete agreement should his term of office as Chiefa Executive Officer be terminated. This non-compete agreement is limited to a period of six months, and includes a payment equal to six months of the fixed compensation in effect on the date when his corporate office is terminated. It should be noted that the total amount of the severance payment and the non-compete payment may not exceed a cap set at 24 months’ monthly reference compensation, as defined in the commitment relating to his severance payment.
These commitments were approved by the May 23, 2018 General Shareholders' Meeting.
Enrollment of Natixis in the insurance 2. policy taken out by BPCE with Arial CNP Assurances
Compensation agreement between 3. Natixis and Banque Palatine and amendment to the agreement investment services provided to its clients to Natixis EuroTitres and Caceis, and Caceis, and previously provided by a service provider outside 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.
Corporate officers concerned on the applicable date: BPCE, a Banque Palatine and Natixis director, as represented by Daniel Karyotis on the Natixis Board of Directors and Michel Grass, Banque Palatine and Natixis director.
Corporate officers concerned on the applicable date: BPCE, a Banque Palatine and Natixis director, as represented by Marguerite Bérard-Andrieu on the Natixis Board of Directors and Sylvie Garcelon, Banque Palatine and Natixis director.
Memorandum of Understanding 4. and agreements relating to the new partnership agreements between the CNP and BPCE groups
The negotiations conducted with CNP between October 2013 and July 2014 resulted in the determination of the fundamental principles for the future partnership between BPCE, Natixis, and CNP, which were authorized by the Board of Directors on
The discussions with CNP continued, and initially resulted in a master memorandum of agreement between CNP Assurances, BPCE, and Natixis, which was authorized by the Board of Directors on November 4, 2014, and then in a Memorandum of Understanding, as well as in various specific agreements referred to in that protocol (“the New Partnership Agreements”), which were authorized by the Board of Directors on February 18, 2015, and where the main provisions are as follows:
Memorandum of Understanding between CNP Assurances, BPCE and Natixis, the aim of which is to: acknowledge the non-renewal of the current agreements;a determine, organize, and manage the contractual packagea formed by the New Partnership Agreements, for which the protocol is the umbrella agreement; determine the term of the New Partnership Agreements,a namely seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the new partnership agreements for a period of three years as from January 1, 2023, or to purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio at December 31, 2020 and CNP the option, in 2020 and 2022, of notifying BPCE of its desire to initiate discussions with a view to such sale; determine and organize the operation of the Partnershipa Monitoring Committee (and of any potential sub-committees set up by the latter); and more broadly, organize and manage the relations between thea Parties under the Renewed Partnership.
New business tranche 1 reinsurance treaty entered into bya ABP Vie and CNP Assurances in the presence of Natixis: quota share reinsurance by CNP Assurances of 40% of all ABP Vie’s life insurance and accumulation products distributed by the Caisses d’Epargne network as from January 1, 2016.
Tranche 2 new business reinsurance treaty between ABP Viea and CNP Assurances in the presence of BPCE and Natixis: 90% reinsurance by CNP Assurances for new business involving ex-CNP customers.
LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments 559Natixis Registration Document 2018
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board anda Chairman of the Board of Directors of Natixis; Laurent Mignon, Chief Executive Officer of Natixis anda Chairman of the Board of Directors of Coface; BPCE, a Natixis and Coface director, as represented by Daniela Karyotis, Chief Financial Officer and a member of the Management Board of BPCE, BPCE’s Permanent Representative on the Board of Directors of Natixis.
The “3a2” debt issuance program 6. in the United States implemented by BPCE and the amendment to the agreement relating to the guarantee granted to BPCE bondholders by the Natixis New York Branch Office on April 9, 2013.
This agreement, signed on April 9, 2013, was approved by the May 21, 2013 General Shareholders' Meeting.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board anda Chairman of the Board of Directors of Natixis; Stève Gentili, a member of the BPCE Supervisory Board anda Natixis director; Didier Patault, a member of the BPCE Supervisory Board anda Natixis director; Philippe Sueur, Vice-Chairman of the Steering and Supervisorya Board of Caisse d’Epargne Ile-de-France and Natixis director; Thierry Cahn, a member of the BPCE Supervisory Board anda Natixis director; Alain Condaminas, a member of the BPCE Supervisory Boarda and Natixis director; Catherine Halberstadt, a member of the BPCE Supervisorya Board and Natixis director; Pierre Valentin, a member of the BPCE Supervisory Board anda Natixis director; Stéphanie Paix, Chairman of the Management Board ofa Caisse d’Epargne Rhône-Alpes and Natixis director; BPCE, as represented by Daniel Karyotis, Chief Financiala Officer and a member of the Management Board of BPCE and BPCE’s Permanent Representative on the Board of Directors of Natixis.
Reciprocal financial guarantee 7. pertaining to the “Neptune” Deal between Natixis S.A. and Natixis Real Estate Capital Inc.
On November 12, 2009, the Board of Directors approved a number of agreements regarding the guarantee covering certain GAPC assets, namely: The Financial Guarantee agreement, under which BPCE agreesa to grant Natixis a financial guarantee (term: the agreement will end on the final maturity date); the ISDA Master Agreement and Appendix, between BPCEa and Natixis; total return swap agreements between Natixis and BPCE, onea of which relates to euro-denominated assets and the other to US dollar-denominated assets; the Call Option granted by BPCE to Natixis;a the “Miroir NLI” Reciprocal Financial Guarantee betweena Natixis and Natixis Luxembourg Investissements; the “Miroir NFP” Reciprocal Financial Guarantee betweena Natixis and Natixis Financial Products Inc.;
On August 5, 2010, the Board of Directors approved Amendment No. 1 to the financial guarantee dated November 12, 2009 (risk participation) between Natixis and BPCE.
Didier Patault, a member of the BPCE Supervisory Board and aa member of the Natixis Board of Directors.
As the premium was immediately recognized in the balance sheet, its revaluation led to the recording of income amounting to €10,111,719.00 for the 2018 fiscal year.
On May 11, 2011, the Board of Directors approved an agreement on the Chapel Deal between Natixis and BPCE. The Chapel Deal is part of GAPC, within a structured product called Sahara that provides a closer reflection of the rating of high-quality assets held by GAPC. These securities are covered by the “Neptune”
“Click’n Trade” service and partnership 12. agreement between IXIS CIB, CNCE and Banque Palatine
The income recognized by Natixis in respect of this agreement amounted to €92,500.00 for the fiscal year ended December 31, 2018.
Letters of joint and several commitment 13. and guarantee terminated or expired
The conditions governing the payment and calculation of the fees payable by IXIS CIB in respect of the guarantees were defined in an agreement with CDC Finance-CDC IXIS and CNCE.
This decision gives Laurent Mignon social protection similar to that of other members of the BPCE Management Board. This agreement was approved by the May 24, 2016 General Shareholders' Meeting.
This agreement had no financial impact in 2018, other than for employer contributions paid under these plans and terminated on
The rules for calculating the amount of Laurent Mignon’s severance pay comply with the principles in effect for members of BPCE’s Management Board.
This agreement, along with amendment n°1 to this agreement, were approved by the May 20, 2014 General Shareholders' Meeting; months’ monthly reference compensation, as defined in the commitment relating to his severance payment. This provision is in line with the implementation of the New Frontier plan and retention practices. This agreement was approved at the Ordinary General Shareholders' Meeting of May 20, 2014.
The non-compete agreement as authorized by the Board ofa Directors on February 19, 2014. This non-compete agreement is limited to a period of six months, and includes a payment equal to six months of the fixed compensation in effect on the date when his corporate office is terminated. It should be noted that the total amount of the severance payment and the non-compete payment may not exceed a cap set at 24
Director concerned on the applicable date: Laurent Mignon, Chief Executive Officer of Natixis.a
To the best of my knowledge, the financial statements were prepared in accordance with applicable accounting standards and provide a true image of the assets, the financial position and the income of the Company, and all businesses entering in the scope of consolidation, and the management report presents a true picture of changes in the business, of the income and of the financial position of the Company and all the businesses included in the scope of consolidation as well as a description of all the main risks and uncertainties with which they are confronted.
This registration document is available in the “Investor Relations” section of the Company’s institutional website, www.natixis.com.
In order to make this document easier to read, the following Annex 1 of EC regulation No. 809/2004 of April 29, 2004, cross-reference table outlines the main headings required by implementing the so-called “Prospectus” Directive.
3.1. Selected historical financial information regarding the issuer for each fiscal year 8-9 3.2. Selected historical financial information for interim periods 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 12 to 31 7. Organizational structure
7.1. Brief description of the Group 14-15 7.2. List of principal subsidiaries 267 to 271; 8. Property, plant and equipment
9.1. Financial position 108 to 115; 132 to 142; 147 to 154; 10. Treasury and Capital resources
10.1. Information concerning the issuer’s capital resources 166 to 180; 246-247 10.2. Sources and amounts of the issuer’s cash flows 248-249 10.3. Information on the issuer’s borrowing conditions and funding structure 147 to 151 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations
10.5. Information regarding the anticipated sources of funds needed to fulfill commitments referred to in items 5.2. and 8.1 11. Research and development, patents and licenses 160 12. Trend information 16 to 31; 109 to 115; 13. Profit forecasts or estimates N/A
ADDITIONAL INFORMATION Cross-reference table of registration document 567Natixis Registration Document 2018
16.1. Date of expiration of current terms of office 40 to 63 16.2. Service contracts with members of the administrative bodies 80 16.3. Information about the issuer’s Audit Committee and Compensation Committee 77-78; 81-82 16.4. Statement as to whether the issuer complies with the corporate governance regime 66 17. Employees 17.1. Number of employees 492 17.2. Directors’ shareholdings and stock options 100; 521-522 17.3. Arrangements for involving employees in the issuer’s capital 290 18. Major shareholders
18.1. Shareholders owning more than 5% of the share capital or voting rights 523 18.2. Different voting rights of the aforementioned shareholders 525 18.3. Control of the issuer 525 18.4. Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in its control 19. Related-party transactions N/A
24. Documents available to the public 565 25. Information on holdings 381 to 384
All other chapters of reference documents filed under numbers D.18-0172 and D. 17-0195 that are not mentioned above are either of no material interest to investors or covered elsewhere in this registration document.
Registration document page number 1. Parent company financial statements 403 to 441 2. Consolidated financial statements 241 to 394 3. Management report (see section 8.5 for detail)
Natixis parent company 403 to 441 2. Progress made and difficulties encountered in 2018 220 to 224 3. Research and development 160 4. Significant events after the reporting period 375 5. Trends and outlook 12 to 31 6. Risk factors 109 to 115 7. Report on corporate governance
ACPR French Prudential Supervisory Authority for the Banking and Insurance Sector (Autorité de Contrôle Prudentiel et de Résolution), France’s banking and insurance supervisor.
AGIRC Association Générale des Institutions de Retraite des Cadres (General Association for Managers’ Pension Institutions).
ALM Asset and liability management—Management of the financial risks borne by an institution’s balance sheet (interest rate, currency, liquidity) and its refinancing policy in order to protect the bank’s asset value and/or its future Profitability.
Basel 1 (the Basel Accords) A supervisory framework established in 1988 by the Basel Committee aiming to maintain the solvency and stability of the international banking system by establishing uniform minimum capital requirements for banks on the international level. It established a minimum capital adequacy ratio of 8% in relation to all the risks borne by a bank.
Basel 2 (the Basel Accords) 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 by the Basel Committee were adopted in Europe through a European Directive and have been applicable in France since January 1, 2008.
Basel 3 (the Basel Accords) Changes in the supervisory framework for banks, incorporating the lessons drawn from the 2007-2008 financial crisis, meant to complement the Basel 2 accords by enhancing the quality and quantity of the minimum capital requirements applicable to financial institutions. Basel 3 also establishes minimum requirements for liquidity risk management (quantitative ratios), defines measures aimed at limiting procyclicality in the financial system (capital buffers that vary according to the economic cycle) and reinforces requirements for financial institutions deemed to be systemically important.
BCBS Basel Committee on Banking Supervision, an organization bringing together the central bank governors of the G20 countries tasked with reinforcing the solidity of the global financial system and the effectiveness of prudential supervision and cooperation among bank regulators.
Bond A portion of a loan issued in the form of an exchangeable security. For a given issue, a 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.
Bookrunner Main runner or lead manager in the issuance of new equity, debt or securities instruments
Capital adequacy ratio Ratio of total capital (Tier 1 and 2) to risk-weighted assets (RWA).
EAD Exposure at default, i.e. the value of exposure to the risk of the debtor defaulting within one year.
Green bonds Bonds issued by an approved entity (business, local authority or international organization) to finance an eco-friendly and/or sustainability-driven project or activity. These instruments are often used in connection with the financing of sustainable agriculture, the protection of ecosystems, renewable energy and organic farming.
Mark-to-model A valuation method whereby, in the absence of a market price, a financial instrument is appraised at fair value based on a financial model using observable and unobservable data.
MREL Minimum requirement for own funds and eligible liabilities—Ratio defined in the European Bank Recovery and Resolution Directive indicating the minimum requirement for own funds and eligible liabilities that have to be available to absorb losses in the event of resolution
Natixis business line ROE ROE for business lines is calculated based on normative capital to which are added goodwill and intangible assets for the business line. Capital is allocated to Natixis business lines on 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 capital is maintained at 3%.
NEF A financial cooperative that offers savings and loan solutions targeting projects with a social, environmental and/or cultural purpose.
ORSA Own Risk and Solvency Assessment. As part of European efforts to reform prudential regulation of the insurance industry, ORSA is an internal process undertaken by the institution to assess risk and solvency. It must show its ability to identify measure and manage factors that could have an impact on its solvency or financial situation.
The amount of capital that banks are required to hold, i.e. 8% of risk-weighted assets (RWA).
SIFA Société d’Investissement France Active—The investment company through which France Active receives solidarity-based savings and invests them in the Social and Solidarity-Based Economy and socially innovative companies.
SRM Single Resolution Mechanism: An EU-level system to ensure an orderly resolution of non-viable banks with a minimal impact on taxpayers and the real economy. The SRM is one of the pillars of the European Banking Union and consists of an EU-level resolution authority (Single Resolution Board—SRB) and a common resolution fund financed by the banking sector (Single Resolution Fund—SRF).
Total Capital Ratio Ratio of overall capital (Tier 1 and Tier 2) to risk-weighted assets.
Value at risk (VaR) A measure of market risk on a bank’s trading book expressed as a monetary value. It allows the entity performing the calculation to appraise the maximum losses liable to be incurred on its trading book. A statistical variable, VaR is always assigned a confidence interval (generally 95% or 99%) and a specific time frame (in practice, one day or 10 days, as the trading positions involved are meant to be unwound within several days).
www.natixis.com A joint company with a Board of Directors with share capital of €5,044,925,571.20