In Milan, Natixis monitored gender pay equity and is part of a network that promotes women in leadership.
The Women in Natixis Network (WINN) was launched in London on its opening event on November 25. The network is open to all women at Natixis London and is an integral part of the existing international WINN initiative. WINN London is overseen by a committee and is dedicated to running initiatives and events, open to all of the network’s members (and occasionally non-members), to reach its objectives.
In Moscow, the new Natixis offi ces offer easier access to disabled persons.
In Dubai, Natixis has opted for more environmentally-friendly offi ce supplies (recycled paper and ink cartridges). The bank also initiated a new environmental policy encouraging its employees to adopt other green gestures on a day-to-day basis.
Paper consumption in the EMEA region decreased at certain offi ces following a number of reduction measures, such as printing doublesided (particularly in Dubai, Moscow and Madrid).
6 CORPORATE SOCIAL RESPONSIBILITYSocial and environmental information for international operations 3. Waste management
Waste-sorting is organized at all the locations in the EMEA region, and recycling is almost fully implemented. (London, Frankfurt, Milan, Madrid, Dubai)
In Milan, a number of “eco-spaces” for sorting waste (organic, plastic, cans, glass) have been have been created. Every employee is given a guide on how to sort waste.
In Frankfurt, in accordance with current tax regulations, Natixis offers train or subway tickets and thereby encourages its employees to use local public transportation instead of their personal vehicles. Employees also have access to a bicycle parking area in the bank’s basement.
In Dubai, Natixis supports its employees’ athletic activities (e.g. soccer games, participation in local tournaments, participation in the Dubai Marathon). All sponsorship requests are considered without discrimination.
In Madrid, Natixis pursued its partnership with the Caritas nonprofi t organization to support the solidarity-based supermarket “Tres Olivos”, which helps approximately 100 disadvantaged families obtain staples such as food and hygiene products for 80% less than their market price.
In Milan, when possible Natixis uses suppliers that work with nonprofi t organizations (for example, catering or gift services).
All newly hired employees in the US must complete harassment prevention training and training in ethical and fair treatment in the workplace. The compliance manual contains anti-harassment measures and describes the procedure for fi ling complaints.
Managers regularly receive training in how to evaluate their teams based on objective performance criteria.
It should be noted that Building “1251” obtained the LEED gold-level environmental certifi cation for its design and construction. LEED is a North American high-environmental quality building standardization system.
Data on water and paper consumption for Building 1251 and the Plaza V building: Water consumption (in m3) * 185 182.5
Paper consumption (in metric tons) 25 25 * Consumption of water for air conditioning. Other consumption is overseen by the building manager (quantities unknown)
Natixis implements several sponsorship initiatives in the United States, including: V a partnership with the organization for the conservation of Central Park and the Brooklyn Bridge; V support for the “Harlem RBI Bids for Kids” association, which helps inner-city youth; V aupport for the Wheelchair Sport Federation to give disabled people the opportunity to play their sport recreationally or competitively.
6 CORPORATE SOCIAL RESPONSIBILITYSocial and environmental information for international operations 6.6.3 ASIA-PACIFIC REPORTING SCOPE
Scope: Australia, China, South Korea, Hong Kong, India, Indonesia, Japan, Malaysia, Singapore, Taiwan, Thailand 247 of the 486 Natixis employees in the Asia-Pacifi c region work in Hong Kong and 113 in Singapore.
V launch of WINN (Women in Natixis Network) in Hong Kong in March 2014; V special focus on gender equality during the hiring process; V implementation of measures to improve the quality of life at work: in Hong Kong, a private and comfortable room for expressing milk was built.
V In the Asia region, in-house guidelines were updated to include a chapter on equal opportunities and on combating discrimination and harassment.
Natixis’ teams in Hong Kong work in the “ICC” building, which received several certifi cations for its environmental performances (platinumlevel BEAM certifi cation, bronze-level LEED certifi cation for interior design).
Data on resource consumption (water and paper) were collected for the three main operations in Asia.
The Natixis buildings in Hong Kong, Singapore and Shanghai are located near public transportation systems.
Social information 1. Natixis’ impact in relation to jobs and regional development
Natixis also supports many sponsorship initiatives and solidarity races in Hong Kong, including: V Green Power Hike, in support of environmental causes; V Run for Nepal, to raise money for earthquake victims; V Pink Walk for Breast Health, in support for the fight against breast cancer; V the first beach-cleaning operation organized by the teams.
6 CORPORATE SOCIAL RESPONSIBILITYReport of one of the Statutory Auditors 6.7 Report of one of the Statutory Auditors , appointed as independent third-party bodies, on the consolidated social, environmental and societal information provided in the management report
Our independence is determined by the regulations, our professional ethics code, and the provisions set out in Article L.822-11 of the French Commercial Code. Moreover, we have implemented a quality control system that includes documented policies and procedures aimed at ensuring compliance with business ethics rules, professional practice standards, and the applicable legislation and regulations.
It is our responsibility, on the basis of our work: V to certify that the CSR Information required is included in the management report, or that any omission is explained pursuant to the third Sub-Paragraph of Article R. 225-105 of the French Commercial Code (Certificate of inclusion of the CSR Information); V to draw a conclusion expressing reasonable assurance on the fact that all the significant aspects of the CSR Information, taken as a whole, are presented in a fair manner, in accordance with the Standards (Reasoned opinion on the fairness of the CSR Information).
We familiarized ourselves with the presentation of the sustainable development Standards, in accordance with the social and environmental consequences linked to the company’s activities and to its commitments, and, where applicable, to the resulting initiatives or programs, on the basis of meetings with the managers of the departments concerned.
We held meetings with around ten individuals responsible for preparing the CSR Information at the departments in charge of gathering the information, and where applicable, with the individuals responsible for the internal control and risk management procedures, in order to: V assess the appropriate nature of the Standard in terms of its relevance, completeness, reliability, objectivity, and comprehensible nature, taking best practices in the sector into consideration, where applicable; V ascertain that an information-gathering, compilation, processing and control process had been implemented, with a view to the completeness and consistency of the Information, and familiarize ourselves with the internal control and risk management procedures relating to the preparation of the CSR Information.
In the case of the CSR information that we considered to be most relevant (3): V at the level of the consolidating entity, we consulted the documentary sources, and held meetings in order to corroborate the qualitative information (organization, policies and initiatives), implemented analytical procedures on the quantitative information, checked the calculation and consolidation of the data on the basis of spot checks, and ascertained that they were coherent and consistent with the other information provided in the management report; V at the level of a representative sample of entities that we selected (4) on the basis of their activities, their contribution to the consolidated indicators, their operating location and a risk assessment, we held meetings in order to ascertain the correct application of the procedures, and performed detailed tests on the basis of samples, which consisted in checking the calculations performed and cross-checking the data with the supporting documents. The sample selected in this way represented between 60% and 100% of the quantitative environmental information published.
Quantitative environmental indicators: Energy consumption: electricity, heating and cooling utilities in offi ce buildings - excluding data centers (in MWh), Energy consumption of data centers, Energy consumption of buildings and data centers, Carbon footprint assessment.
A joint stock company (société anonyme) with a Board of Directors with share capital of €5,006,536,212.80
The name of the Company is “Natixis”. The Company’s registered offi ce is in Paris (13th), at 30 avenue Pierre Mendès France.
Directors are appointed for a term of four (4) years. They may be reelected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the fi nancial statements of the past fi scal year, held the year during which his term expires.
Minutes of meetings of the Board of Directors shall be prepared, and copies or extracts thereof shall be issued and certifi ed in accordance with the law.
The designated persons report to the Board of Directors under the conditions set out herein.
By way of exception, the fi rst Board Meeting will be held immediately after the Combined General Shareholders’ Meeting of April 30, 2009, and the choice of the Senior Management procedure will be made with an ordinary quorum (at least one-half of the directors present or represented).
The Ordinary General Shareholders’ Meeting may appoint one or more non-voting members.
Following the Company’s dissolution and during its liquidation, these copies or extracts are certifi ed by one or more of the liquidators.
The annual dividends are paid at the dates established by the Board of Directors within a period of nine months following the close of the fi scal year.
7 LEGAL INFORMATIONGeneral information on Natixis’ capital 7.2 General information on Natixis’ capital 7.2.1 FORM AND TRANSFER OF SHARES (CHAPTER II, ARTICLE 4 OF THE BYLAWS)
The Combined General Shareholders’ Meeting of May 19, 2015 granted the Board of Directors fi nancial authorization for a 26-month period to carry out capital increases with retention or cancellation of preferential subscription rights (these authorizations replaced those granted by the Combined General Shareholders’ Meeting of May 21, 2013).
The Combined General Shareholders’ Meeting resolved that these capital increases, which may not exceed an overall par 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 subscription rights, and a par value ceiling of €499 million for capital increases without preferential subscription rights, could be carried out either through issuing shares or through issuing securities that give access to share capital, specifi cally in the form of fi nancial instruments representing debt securities.
This same meeting resolved in particular that under certain circumstances, the Board of Directors may: V decide to increase capital without preferential subscription rights through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code (private placement); V decide to increase capital with preferential subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue; V decide to increase capital via the incorporation of premiums, reserves, retained earnings or other items; V decide to increase the number of securities to be issued, within the legal limits, in the event of capital increases with or without preferential subscription rights; V decide to increase the share capital reserved for members of an employee savings plan, up to the par value limit of fifty (50) million euros.
Report of the Board of Directors on the use of capital increase authorizations
At December 31, 2015, none of the delegations of authority to the Board of Directors on capital increases granted by the Combined General Shareholders’ Meeting of May 19, 2015 have been used.
V The Board of Directors, at its meeting on November 6, 2013, resolved to award 90 free shares to the Chief Executive Officer of Natixis pursuant to Article L.225-197-6 of the French Commercial Code. The vesting period for these shares ended on March 1, 2016, resulting in a capital increase of €144 through the issuance of 90 new shares, each with a par value of €1.60.
The vesting period of the fi nal tranche for France of a total award of 6,119,373 free shares, as decided by the Board of Directors on February 22, 2012 under the 2012 Plan (on the basis of the authorization granted by the Combined General Shareholders’ Meeting of May 27, 2010, resolution eighteen), and the vesting period for the fi rst two tranches for France of a total award of 1,724,325 free shares, as decided by the Board of Directors on February 17, 2013 under the 2013 Plan (on the basis of the authorization granted by the Combined General Shareholders’ Meeting of May 27, 2010 in resolution eighteen) expired on March 1, 2015. In a decision taken on March 2, 2015, the Chief Executive Offi cer of Natixis acknowledged that the number of shares to be issued to the benefi ciaries of the 2012 Plan came to 1,925,862 new shares and that the number of shares to be issued to the benefi ciaries under the 2013 Plan came to 1,188,658 new shares. The Chief Executive Offi cer then noted the issue of share capital through the incorporation of the special unavailable reserves account amounting to €3,081,379.20 and amended the bylaws accordingly (Article 3: Share Capital).
In a decision taken on July 24, 2015, the Chief Executive Officer of Natixis recognized Natixis’ capital increase for a total of €45,037,279.08 through the issuance of 8,505,624 new shares each with a par value of €1.60 (i.e. a nominal amount of €13,608,998.40 and an issue premium of €31,428,280.68), and the bylaws were amended accordingly (Article 3: Share Capital).
V Since the 2015 financial year-end, in its meeting on February 10, 2016, the Board of Directors also decided to use the authorization to carry out a capital increase - without preferential subscription rights reserved for members of employee savings plans - granted by 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. To implement the Mauve 2016 plan, the Board of Directors vested the Chief Executive Officer with all the necessary powers, in particular those required to set the Subscription Price and the subscription period for the shares to be issued.
To carry out a capital increase, through the issue – with preferential subscription rights maintained – of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities. €1.5 bn 26 months None None
To carry out a capital increase, through the issue – without preferential subscription rights – of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities. €499 m (c) 26 months None None
To carry out a capital increase through the issue – without preferential subscription rights – of shares and/or securities giving access to the capital of the
Company through an offer as set out in Article L.411-2 (II) of the French Monetary and Financial Code €1.5 bn (c) 26 months None None
To increase the share capital by issuing shares or securities giving access to capital in the Company as remuneration for contributions in kind involving securities of unlisted companies 10% of the share capital (c) 26 months None None
To increase the share capital by issuing shares or securities giving access to the Company’s capital, reserved for members of employee savings plans without preferential subscription rights in favor of said members, pursuant to Article L.225-129-6 of the French Commercial Code €50 m (b)(c) 26 months 10.02.2016
7 LEGAL INFORMATIONGeneral information on Natixis’ capital Natixis scope of consolidation
(a) Capital increase further to the payment of the dividend in shares.
Shares issued in respect of the capital increase reserved for employees 8,505,624 13,608,998.40 31,428,280.68 7.2.7 OTHER INFORMATION ON THE CAPITAL
(a) of which 0.81% held through capital increases reserved for employees.
Board members, including natural and legal persons, owned 71.20% of Natixis’ capital at December 31, 2015 (almost all of this being owned by BPCE).
The ownership of shares by corporate offi cers who are individuals is not material (please see the preceding pages for details of stock options granted by the Company to certain employees and corporate offi cers).
The table below shows the number and percentage of shares held as treasury shares at December 31, 2014 and December 31, 2015.
7 LEGAL INFORMATIONDistribution of share capital and voting rights Free share awards
In accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code: V the Natixis Board of Directors, at its meeting on February 22, 2012 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 27, 2010, resolution ei ghteen), decided to award 6,119,373 free shares to certain employees of Natixis and its subsidiaries; V the Natixis Board of Directors, at its meeting on February 17, 2013 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 27, 2010, resolution eighteen), decided to award 1,724,325 free shares to certain employees of Natixis and its subsidiaries; V the Natixis Board of Directors, at its meeting on November 6, 2013 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolutio n seventeen), decided to award 90 free shares to the Chief Executive Officer of Natixis; V the Natixis Board of Directors, at its meeting on July 31, 2014 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen), decided to award 31,955 performance shares to the Chief Executive Officer of Natixis; V the Natixis Board of Directors, at its meeting on February 18, 2015 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen) decided to award 95,144 performance shares to the members of the Natixis Senior Management Committee.
In the interest of associating the employees of the Natixis group with the growth and earnings of Natixis over the long term, every year since 2013 the Natixis Board of Directors agrees on the principle of using the authorization granted by the General Shareholders’ Meeting to carry out a capital increase reserved for the employees of the Natixis group, without their preferential subscription right under the Mauve employee shareholding plan.
The amounts invested in the Mauve Plan are locked up for a period of fi ve years. Barring cases of early unlocking applicable to employee savings plans in France, this number may be reduced outside of France based on local legislation and the formula proposed.
Information from Article L.225-100-3 of the French Commercial Code 7.4 Information from Article L.225-100-3 of the French Commercial Code
Natixis’ main shareholder, BPCE held 71.20% of the share capital and 71.25% of the voting rights at December 31, 2015. Given its capital structure, Natixis believes that a hostile takeover bid would have very little chance of succeeding.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 7.5 Draft resolutions of the Combined General
The draft resolutions below are the drafts available as of the date of publication of this registration document. The fi nal versions of these drafts will be published in the French offi cial gazette (BALO) of April 13, 2016, and posted online on the Natixis website: www.natixis.com.
7.5.1 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING
Twenty-one resolutions will be submitted to the shareholders at the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 24, 2016 at Palais Brongniart, 28 Place de la Bourse – 75002 Paris.
Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to eighteen)
Approval of the financial statements for fiscal year 2015 (resolutions one and two)
Resolution three proposes to: V allocate €56,711,275.72 to the legal reserve; V pay a dividend of €1,094,844,717.75, broken down as follows: R €782,031,941.25 for the ordinary dividend; R €312,812,776.50 for the special dividend; V allocate the remaining distributable profits to retained earnings, i.e. €663,705,354.84 (1).
The dividend will be detached from the share on May 27, 2016 and paid starting on May 31, 2016.
The paying establishment will collect the non-defi nitive withholding tax set out in Article 117 quater of the French General Tax Code, except from those individual benefi ciaries who are 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.
(1) This amount is estimated based on the amount of share capital at December 31, 2015. It will be adjusted depending on the number of shares entitled to dividend payouts.
(i.e. an ordinary dividend of €0.20 and a special dividend of €0.14) 1,059,612,591.14
Resolution four concerns the approval of related-party agreements pursuant to Articles L.225-38 et seq. of the French Commercial Code, authorized by the Board of Directors subsequent to the 2015 fi scal year balance sheet date and until the Board of Directors’ Meeting of February 10, 2016. These commitments and agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fi scal year 2015 and still effective, which do not require re-approval by the shareholders (see page 444 of this registration document).
Since the beginning of the 2016 fi scal year, two agreements were approved by the Board of Directors as regulated agreements and obligations: V The authorization given by the Board of Directors on February 10, 2016 with regard to the signature of a protocol for compensation between Natixis and Banque Palatine designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provider outside Groupe BPCE. This agreement allows Natixis (EuroTitres) 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.
V Approval by the Board of Directors on February 10, 2016, of the signature of an amendment to the framework agreement entered into on September 30, 2014, governing a legally binding scheme for assigning receivables among Natixis, Caisse d’Epargne et de Prévoyance Ile de France, BRED Banque Populaire and Banque Populaire Rives de Paris in connection with the closure of the Natixis Central Branch. This amendment completely eliminates Article 6 «Guarantee of compensation» of the agreement, thereby ending the Natixis SA guarantee to the assignee banks under the assumption that these banks will not recover all of the amounts due for these loans.
These obligations will be included in the Statutory Auditors’ special report and will be the subject of a special resolution.
Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2015 to each executive corporate officer (resolutions six and seven)
In accordance with the recommendations of the AFEP-Medef corporate governance code as revised in November 2015 (section 24.3) to which Natixis refers in application of Article L.225-37 of the French Commercial Code, resolutions six and seven, aimed at submitting to the General Shareholders’ Meeting the components of the compensation due or granted to each executive corporate offi cer in respect of the fi scal year ended December 31, 2015, namely François Pérol, Chairman of the Board of Directors, and Laurent Mignon, Chief Executive Offi cer.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 Components of compensation due or granted in respect of the fi scal year ended December 31, 2015 to François Pérol, Chairman of the Board of Directors of Natixis
It should also be noted that François Pérol does not receive any compensation – and particularly any variable compensation, multiannual variable compensation, extraordinary compensation, stock options, performance shares, indemnities for taking or leaving offi ce, supplementary pension scheme or any other type of benefi ts – in respect of his offi ce as Chairman of the Board of Directors.
Components of compensation due or granted in respect of the fi scal year ended December 31, 2015 to Laurent Mignon, Chief Executive Offi cer of Natixis
Regulated categories of staff at Natixis during the 2015 fi scal year came to a total of 274 employees: Of which 235 staff members identifi ed by qualitative criteria: V directors, i.e. 15 individuals; V members of Natixis’ Senior Management Committee, i.e. 10 individuals; V key staff responsible for control functions (Internal Audit Department, Risk and Compliance) and other support functions who are not members of the management bodies listed above, i.e. 42 individuals; V key staff responsible for important business lines and foreign locations (excluding Asset Management and Insurance) who have not already been identified by the criteria mentioned above, i.e. 29 individuals; V individuals with authority to take, approve or veto a decision on credit risk exposure and who are responsible for market risk exposure exceeding materiality thresholds and who have not already been identified by the criteria above, i.e. 139 individuals.
The functions concerned include senior bankers, heads of structured fi nance activities and, regarding capital market activities, structured product engineers and heads of sales.
The total amount of compensation paid to the above-mentioned Natixis employees during the fi scal year ended December 31, 2015 which, due to the deferred payment of variable compensation and the system of deferred payment in place for the past three years is not equal to the compensation awarded for fi scal year 2015, amounted to €152.89 million (excluding employer social security charges). This amount includes the fi xed compensation paid in 2015, the variable compensation paid in 2015 for 2014, the variable compensation paid in 2015 for previous fi scal years (2011, 2012 and 2013) and the performance shares awarded in 2012 and 2013 and delivered in 2015.
Françoise Lemalle, age 51, has been serving as the Chairman of the Steering & Supervisory Board of Caisse d’Epargne Côte d’Azur (CECAZ) since April 2015 (see Ms. Lamalle’s résumé in Section 2.2 of Chapter 2, «Corporate Governance» of this registration document).
Sylvie Garcelon, age 50, has served as Chief Executive Officer of CASDEN Banque Populaire since May 2015 (see Ms. Garcelon’s résumé in Section 2.2 of Chapter 2, «Corporate Governance» of this registration document).
Resolutions eleven to thirteen ask the shareholders to renew the terms of offi ce of the following three directors, which expire at the end of this General Shareholders’ Meeting: V Sylvie Garcelon, Chief Executive Officer of CASDEN Banque Populaire (see Ms. Garcelon’s résumé in Section 2.2 of Chapter 2, «Corporate Governance» of this registration document); V Stéphanie Paix, Chairman of the Management Board of Caisse d’Epargne Rhône-Alpes (see Ms. Paix’s résumé in Section 2.2 of Chapter 2, «Corporate Governance» of this registration document); V Alain Condaminas, Chief Executive Officer of Banque Populaire Occitane (see Mr. Condaminas résumé in Section 2.2 of Chapter 2, «Corporate Governance-»of this registration document).
The Appointments Committee delivered a favorable opinion on the renewal of these three directors’ terms.
Reappointment of the Statutory Auditor and its substitute (resolutions fourteen and fifteen)
The terms of offi ce of the Statutory Auditor and the substitute would be renewed for six (6) years to end after the Ordinary General Shareholders’ Meeting convened in 2022 to approve the fi nancial statements for the year ended December 31, 2021.
These proposed reappointments adhere to the recommendations of the Audit Committee dated October 31, 2014 and December 11, 2015, presented to the Board of Directors at its meetings on November 4, 2014, and December 16, 2015.
Resolutions sixteen and seventeen ask the shareholders to appoint PwC Audit, represented by Agnès Hussherr and Patrice Morot, as principal Statutory Auditor, as well as its substitute, Jean-Baptiste Deschryver, replacing the fi rm of KPMG and its substitute, Malcolm McLarty, whose appointment is due to expire at the end of this General Shareholders’ Meeting.
The terms of offi ce of this Statutory Auditor and the substitute would be renewed for six (6) years to end after the Ordinary General Shareholders’ Meeting convened in 2022 to approve the fi nancial statements for the year ended December 31, 2021.
Resolution eighteen asks the General Shareholders’ Meeting to renew for a period of 18 months the authorization to buy back shares awarded to the Board of Directors.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 Resolutions requiring the approval of the extraordinary General Shareholders’ Meeting (resolutions nineteen, twenty and twenty-one)
Resolutions nineteen and twenty are intended to authorize the Board of Directors to award new or existing shares for free to the employees of Natixis or its associates or groups of associates and to their corporate offi cers. These awards of free shares are intended to complement existing remuneration and employee retention schemes within the Natixis group and to align the interests of the benefi ciaries with those of the shareholders.
In the light of recent legislative and regulatory changes, separate resolutions have been submitted to a shareholder vote that will authorize the Board of Directors to award shares for free (i) in connection with the long-term incentive plans of the Natixis group (i.e. resolution nineteen) and (ii) in connection with the payment of a portion of annual variable compensation to certain employees and corporate offi cers of Natixis group (i.e. resolution twenty).
These authorizations will be granted for a period of thirty-eight (38) months and will supersede all prior authorizations granted for the same purpose, in particular those granted under the terms of resolution seventeen of Natixis’ Combined General Shareholders’ Meeting of May 21, 2013.
The purpose of resolution nineteen is to allow awards of free shares under Natixis group’s long-term incentive programs. The award of shares will become fi nal only at the end of a vesting period, of no less than three (3) years, to be established by the Board of Directors. Where appropriate, the duration of the benefi ciaries’ obligation to hold shares will be set by the Board of Directors.
The award of these shares will become fi nal only at the end of a vesting period of no less than one (1) year to be established by the Board of Directors. Where appropriate, the duration of the benefi ciaries’ obligation to hold the shares will be set by the Board of Directors with the understanding that, in accordance with the law, the cumulative duration of the vesting and holding periods may not be less than two (2) years.
The vesting of any of the shares awarded to each benefi ciary may be contingent on satisfying one or more performance requirements set by the Board of Directors, with the understanding that regarding the persons referred to in Article 511-71 of the Monetary and Financial Code, including corporate offi cers of Natixis, the existence of such performance requirements will, in any event, be required.
The Board of Directors has recommended voting in favor of adopting all of the resolutions submitted to this Combined General Shareholders’ Meeting.
No. Subject Duration Reasons for possible uses of the delegated power Special ceiling
Other information and comments 18 Authorization to trade in shares of the Company 18 months
V Generally, honoring obligations related to stock option programs or other share awards to employees or corporate offi cers of the issuer or of a related company
V Tendering shares upon exercising rights attached to securities granting rights to capital
V Tendering shares in connection with acquisitions, mergers, spin-offs or asset transfers
V Any other goal authorized or that may be authorized by law or regulations in effect.
V The number of shares acquired with a view to hold or subsequently tender them in connection with a merger, spinoff or asset transfer may not exceed 5% if the share capital
V Authorization granted to the Board of Directors to award free shares to the Company’s employees and associates as well as to corporate offi cers under the LTIP.
V Sub-ceiling for company directors and offi cers: 0.03% of share capital
V Holding period: no minimum (however, the cumulative acquisition and holding period must be at least two years)
V Award limited to 2.5% of the Company’s share capital on the date the Board of Directors takes the decision to make the award.
V Sub-ceiling for corporate directors and offi cers: 0.1% of share capital
V Authorization to be granted to the Board of Directors for the purpose of giving the employees and corporate officers of the Company and its associates free shares under the Group’s longterm incentive plans; V Authorization to be granted to the Board of Directors for the purpose of giving the employees and corporate officers of the Company and its associates free shares as payment of a portion of their variable compensation; V Powers to complete formalities.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Chairman of the Board of Directors on the structure of the Board, the preparation and organization of the Board’s work and the internal control and riskmanagement procedures established by the Company, the report of the Board of Directors on the consolidated fi nancial statements and the management report relating thereto, and the reports of the Statutory Auditors on the consolidated fi nancial statements for fi scal year 2015, hereby approves the 2015 consolidated fi nancial statements as presented, including the balance sheet, income statement and notes to the fi nancial statements, as well as the transactions refl ected in these fi nancial statements or summarized in these reports.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby: V notes that the financial statements finalized as of December 31, 2015 and approved by the shareholders at this meeting show earnings for the fiscal year of €1,134,225,514.40; V resolves, in accordance with the law, to deduct from such amount €56,711,275.72 for the legal reserve; V notes that, taking into account retained earnings carried over from prior years, which total €681,035,833.91, and the amount contributed to the legal reserve, distributable earnings amount to €1,758,550,072.59; V resolves to appropriate the distributable earnings as follows: (i) payment to shareholders of €0.35 per share, corresponding to an ordinary dividend of €0.25 per share and a special dividend of €0.10 per share, and
In accordance with legal provisions, the shareholders hereby note that for the three fi scal years prior to fi scal year 2015, the following dividends were distributed: Fiscal year Number of shares on which a dividend was paid Dividend per share
It is specifi ed that in the case where, during the payment of these dividends, the Company comes to own some of its own shares, the amounts corresponding to unpaid dividends that would have been payable on these shares will be recognized as retained earnings.
Resolution six (Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2015 to François Pérol, Chairman of the Board of Directors)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with the recommendation in paragraph 24.3 of the AFEP-Medef corporate governance code for listed companies of June 2013, amended in November 2015, hereby approves the components of compensation due or granted in respect of the fi scal year ended December 31, 2015 to Laurent Mignon, Chief Executive Offi cer, as presented in Natixis’ 2015 annual report/registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with Article L.511-73 of the French Monetary and Financial Code, hereby approves the overall budget for compensation of any kind in the amount of €152.89 million, paid during the fi scal year ended December 31, 2015, to employees referred to in Article L.511-71 of the same Code.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves the co-opting on July 30, 2015 by the Board of Directors of Françoise Lemalle as Director, to replace Pierre Valentin, who resigned, for the remainder of his term of offi ce, i.e. until the end of the General Shareholders’ Meeting convened in 2019 to approve the fi nancial statements for the year ended December 31, 2018.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby renews the appointment of Stéphanie Paix as a Director for a term of four (4) years, expiring at the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending on December 31, 2019.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, and taking due note of the report of the Board of Directors acknowledging the expiry of the mandate of the principal Statutory Auditor, the fi rm of Deloitte & Associés, at the end of this Shareholders’ Meeting, hereby resolves to renew the appointment of Deloitte & Associés – 185 C Avenue Charles de Gaulle 92200 Neuilly-sur-Seine, as principal Statutory Auditor, represented by Charlotte Vandeputte and Jean-Marc Mickeler, for a term of six fi scal years, expiring at the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending on December 31, 2021.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, and taking due note of the report of the Board of Directors acknowledging the expiry of the mandate of the substitute Statutory Auditor, Malcolm McLarty, at the end of this Shareholders’ Meeting, hereby resolves to appoint as his replacement Jean-Baptiste Deschryver, 63 rue de Villiers 92208 Neuilly-sur-Seine Cedex, for a term of six fi scal years, expiring at the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ending on December 31, 2021.
R award or transfer shares to employees in connection with their share of Company profi ts or implement any Company or group employee savings plan (or similar plan) under the conditions provided for by law, in particular Articles L.3332-1 et seq. of the French Labor Code, or
R remit shares in connection with the exercise of rights attached to securities convertible into the Company’s shares, by way of redemption, ordinary conversion, exchange, presentation of a warrant or any other manner, or
R promote Natixis shares in the secondary market or the liquidity of Natixis shares through an investment service provider in connection with a liquidity contract that meets the terms of the compliance charter recognized by the Autorité des marchés fi nanciers.
This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release; 2) resolves that Company share purchases may relate to a number of shares such that: R the number of shares that the Company buys during the buyback program may not, at any time, exceed 10% of the shares comprising the Company’s share capital, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this General Shareholders’ Meeting. It is specifi ed that (i) the number of shares acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer may not exceed 5% of its share capital; and (ii) when the shares are bought back to promote liquidity under the conditions set out by the General Regulations of the AMF, the number of shares taken into account to calculate the 10% limit provided for by this paragraph corresponds to the number of shares purchased, net of the number of shares resold during the authorization period,
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders’ Meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with Articles L.225-197-1 et seq. of the French Commercial Code: V authorizes, in connection with the long-term incentive plans of Natixis Group, the Board of Directors to allocate in one or more installments, in France or in foreign countries, new or existing free Company shares to recipients in such categories as it shall identify among the members of the Company’s workforce or its associates under the conditions laid down by Article L.225-197-2 of the Commercial Code or to the corporate officers referred to in Article L.225-197-1, II, of this same Code; V assigns the Board of Directors the task of identifying the share award recipients within the above-mentioned categories, the number of shares that may be awarded for free to each of them as well as the conditions and, where appropriate, the criteria for awarding these shares; V resolves that: (i) the total number of existing or new shares of the Company awarded for free under this resolution may not represent more than 0.2% of the Company’s share capital on the date the decision is taken to award them by Board of Directors with the understanding that (a) this ceiling is separate from that laid down by resolution nineteen above, (b) this ceiling does not take account of any adjustments that may be made to safeguard the rights of the recipients in the event of corporate actions on the securities of the Company and (c) shares awarded by the Board of Directors prior this date will not be factored into the calculation of this 0.2% ceiling,
(ii) where appropriate, the duration of recipients’ obligation to hold shares will be established by the Board of Directors,
(iii) in the case where a beneficiary falling into the second or third of the categories laid down by Article 341-4 of the Social Security Code becomes incapacitated, the shares will be permanently awarded and immediately transferable; V resolves that the acquisition of shares awarded for free under this resolution will be contingent on meeting a performance requirement based on the relative TSR ranking of Natixis shares in the Euro Stoxx Banks Index; V takes due note and resolves that this authorization will entail, in the interests of share-award recipients, the express waiver by the shareholders of their preferential right to subscribe for any shares that may be issued under this resolution and the corresponding waiver by the shareholders, in the interests of share-award recipients, to the portion of reserves, earnings, premiums or other rights included therein and, more broadly, the waiver of the shareholders to any right to any (new or existing) free shares that may be awarded under this resolution; V resolves that the Board of Directors shall be fully empowered, with the right to sub-delegate said power under the terms set out by law, to implement this delegation of authority in order to: (i) set the conditions and, where appropriate, the criteria for awarding shares,
(v) enter into any agreements, draw up any documents, duly record the completion of share issues carried out under this authorization subsequent to permanent awards, and, where appropriate, amend the bylaws accordingly or to perform all acts, formalities and declarations to any and all bodies and, more broadly, anything else that may be necessary.
This authorization is granted for a period of thirty-eight (38) months from this General Shareholders’ Meeting, and supersedes, as from today, for the portion that has not yet been used, if any, all prior authorization having the same purpose, in particular the authorization granted by the combined General Shareholders’ Meeting of May 21, 2013 in resolution seventeen.
(ii) the total number of existing or new shares of the Company awarded for free to the directors and officers of the Company under this resolution may not represent more than 0.1% of the Company’s share capital on the date the decision is taken to award them by Board of Directors (save for any adjustments that may be made to safeguard the rights of the recipients in the event of corporate actions on the securities of the Company) with the understanding that this sub-ceiling will be subtracted from the 2.5% ceiling of the capital referred to above; V resolves that: (i) the award of shares under this resolution to their recipients will become final at the end of the vesting period, the duration of which may not be less than one year, will be set by the Board of Directors,
(ii) where appropriate, the duration of the recipients’ obligation to hold shares will be set by the Board of Directors with the understanding that, in compliance with the law, the cumulative duration of the vesting and holding periods may not be less than two years,
(iv) elect to, in accordance with such rules as it shall determine, make any and all adjustments in order to take account of the impact of transactions involving the Company’s share capital and, in particular, to set the conditions under which the number of awarded shares may be adjusted, and
We have not been advised of any agreements or commitments authorized during the past fi scal year for submission to the General Shareholders’ Meeting for approval in accordance with the provisions of Article L.225-38 of the French Commercial Code.
On February 10, 2016, the Board of Directors authorized the signature of a protocol for compensation between Natixis and Banque Palatine designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provider outside Groupe BPCE.
The Board of Directors of Natixis considered that the agreement allows Natixis (EuroTitres) to benefi t from additional activity related to services rendered to Banque Palatine clients under the pricing conditions applicable to the services of Groupe BPCE entities.
Corporate offi cers concerned: BPCE, represented by Mr. Karyotis in the Natixis Board of Directors.
Mr. Grass, Chairman of the Board of Directors of Banque Populaire Bourgogne Franche Comté, Natixis Director.
1.1.2 Amendment to the master agreement governing the assignment of receivables
1.1.3 Amendment to Laurent Mignon’s personal protection and health insurance scheme
2.1.1 Preliminary agreement between Natixis and BPCE regarding the guarantee mechanism covering certain GAPC assets and the agreements pertaining to the guarantee.
On November 12, 2009, the Board of Directors approved a number of agreements regarding the guarantee covering certain GAPC assets, namely: V the Financial Guarantee agreement, under which BPCE agrees to grant Natixis a financial guarantee (term: the agreement will end on the final maturity date); V the ISDA Master Agreement and Appendix, between BPCE and Natixis; V total return swap agreements between Natixis and BPCE, one of which relates to euro-denominated assets and the other to US dollar-denominated assets; V the Call Option granted by BPCE to Natixis; V the “Miroir NLI” Reciprocal Financial Guarantee between Natixis and Natixis Luxembourg Investissements; V the “Miroir NFP” Reciprocal Financial Guarantee between Natixis and Natixis Financial Products Inc.; V the “Miroir NFUSA” Reciprocal Financial Guarantee between Natixis and Natixis Funding USA, LLC; V the “Miroir Ixis CMNA Australia” Reciprocal Financial Guarantee between Natixis and Ixis CMNA Australia No. 2 SCA; V the “Miroir NFP” Reciprocal total return swap agreement between Natixis and Natixis Financial Products Inc.; V the “Miroir NREC” Reciprocal total return swap agreement between Natixis and Natixis Real Estate Capital Inc.; V governance arrangements set up in respect of the GAPC guarantee (specifically including draft operating charters for the Guarantee Supervision Committee and Workout Portfolio Management Committee).
Corporate offi cers concerned: Mr. Pérol, Chairman of the BPCE Management Board, Chairman of the Natixis Board of Directors.
Mr. de la Porte du Theil, Member of the BPCE Management Board, Member of the Natixis Board of Directors.
Mr. Duhamel, Member of the BPCE Management Board, Permanent Representative Member of the Natixis Board of Directors.
Mr. Gentili, Member of the BPCE Supervisory Board, Member of the Natixis Board of Directors.
Mr. Jeannin, Member of the BPCE Supervisory Board, Member of the Natixis Board of Directors.
Mr. Patault, Member of the BPCE Supervisory Board, Member of the Natixis Board of Directors.
The premium pertaining to Natixis was spread out and carried to the income statement in an amount of €9,862,444 for the fi scal year ended December 31, 2015. The spreading of the premium relating to the mirror guarantees between the subsidiaries has no impact on Natixis’ income.
The change in the fair value of the total return swaps gave rise to the recognition of income amounting to €6,540,750.82 for the fi scal year ended December 31, 2015 in respect of Natixis’ activities, and to an expense of USD 9,503,750 in respect of the subsidiaries’ activities. This expense was neutralized in Natixis’ accounts by recognizing an offsetting expense against the subsidiaries.
As the premium was immediately recognized in the balance sheet, its revaluation led to the recording of income amounting to €6,640,000 for the 2015 fi scal year.
There were no expenses recognized on the activation of guarantees in the 2015 fi scal year.
7 LEGAL INFORMATIONStatutory Auditors’ special report on related-party agreements and commitments 2.1.2 Invoicing agreement pertaining to Natixis’ affiliation to BPCE
Term of the agreement: the agreement will enter into effect for the parties while Natixis is affi liated to BPCE, within the meaning of the provisions of Article L.511-31 of the French Monetary and Financial Code.
2.1.3 Agreement providing for the distribution of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group
The income recognized by Natixis in respect of this agreement amounted to €19,000 for the fi scal year ended December 31, 2015.
2.1.5 Letters of joint and several commitment and guarantee terminated or expired
Likewise, IXIS CIB has been required to enter into letters of joint and several commitment and guarantee with its US subsidiaries, namely Natixis Municipal Products Inc. (formerly CDC Municipal Products Inc.), Natixis Derivatives Inc. (formerly CDC Derivatives Inc.), Natixis Financial Products Inc. (formerly CDC Financial Products Inc.) Natixis Funding Corp. (formerly CDC IXIS Funding Corp.) and Natixis Commercial Paper Corp. (formerly CDC IXIS Commercial Paper Corp.).
In the case of joint and several guarantees entered into with CDC Finance-CDC Ixis, the Ixis CIB creditors for transactions secured under these guarantees that were entered into before the expiry of the respective guarantees may, in accordance with the letter from the Chief Executive Offi cer of CDC dated October 12, 2004, enforce their rights directly against CDC until the maturity of the guaranteed transactions, as if this commitment had been taken out directly by CDC on behalf of the Ixis CIB creditors.
The expenses recognized by Natixis in respect of these agreements came to €1,391,995.05 for the fi scal year ended December 31, 2015.
Furthermore, we were informed of the continuation of the following agreements and commitments already approved by the General Shareholders’ Meeting in previous fi scal years, which were not executed in the past fi scal year.
2.2.1 Amendment to the agreement relating to the guarantee granted to the BPCE bondholders by the Natixis New York Branch Office on April 9, 2013.
Statutory Auditors’ special report on related-party agreements and commitments in Article 4 of the agreement, namely: raising the total maximum nominal amount of the bonds that can be issued by BPCE under Program 3 (a)(2) each year from USD 4 billion to USD 6 billion, and raising the total maximum nominal amount of the proceeds from the bond issues under Program 3 (a)(2) that cannot be reloaned to Natixis within 90 days of their settlement & delivery from USD 2 billion to USD 3 billion. Furthermore, BPCE may loan securities to Natixis for shorter maturities than those of the bonds, depending on Natixis’ needs.
2.2.2 Severance payment agreement for early termination of the Chief Executive Officer’s duties and amendment No. 1 a) Severance payment agreement for early termination of the Chief Executive Offi cer’s duties
At its February 22, 2011 meeting, the Board of Directors authorized the signature by Natixis for Laurent Mignon of a severance payment agreement for the early termination of the duties of Chief Executive Offi cer based on performance criteria and conditions, and capped at a maximum amount.
V including BNP Paribas, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc (the “Joint Lead Managers and Joint BookRunners ” together with the Global Coordinators), as well as Banco Santander S.A., Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, ING Bank N.V. and Banca IMI S.p.A. (the “Co-Lead Managers”, and the Underwriters, together with the Joint Lead Managers and Joint Book-Runners).
On June 25, 2014, the Board of Directors approved the draft agreement, authorized the signing of the underwriting agreement on this basis, and granted all powers to the Chief Executive Offi cer for the purpose of making any alterations to said draft that do not materially alter its content, and of signing the underwriting agreement in the name and on behalf of Natixis.
7 LEGAL INFORMATIONStatutory Auditors’ special report on related-party agreements and commitments 2.2.5 Master agreement governing the assignment of receivables between Natixis, Caisse d’Epargne et de Prévoyance Ile de France, Bred Banque Populaire and Banque Populaire Rives de Paris, and service agreement
On September 23, 2014, the Board of Directors authorized a framework agreement governing the legal receivable assignment mechanism between Natixis, Caisse d’Epargne et de Prévoyance Ile de France, Bred Banque Populaire, and Banque Populaire Rives de Paris. The assignments of receivables relating to the loans give rise to the signing of a deed of assignment, and result in the transfer of all the guarantees and ancillary expenses relating to the loans.
At the same time, the Board of Directors’ meeting of September 23, 2014 authorized a service agreement entered into by Natixis and Caisse d’Epargne et de Prévoyance Ile-de-France.
The Board of Directors has delegated all powers to sign said agreements and any related documents, with permission to subdelegate those powers to the Chief Executive Offi cer and to Gils Berrous, Head of the Specialist Financial Services Division.
At its November 4, 2014 meeting, the Board of Directors approved the terms and conditions of a Framework Agreement Protocol between CNP Assurances to establish the procedures for negotiating a new partnership starting on January 1, 2016 lasting seven years, and more generally, the terms of conditions of the main contracts required for implementing the project. The project is part of the New Frontier 2014-2017 strategic plan, under which the decision was made to form a new Insurance division within Natixis.
Corporate offi cers concerned: Mr. Pérol, Chairman of the BPCE Executive Board, Chairman of the Natixis Board of Directors.
Mr. Sueur, Vice-Chairman of the Steering and Supervisory Committee of Caisse d’Epargne Ile-de-France, Natixis Director.
On February 17, 2013, the Board of Directors approved the guarantee given to BPCE by the Natixis NY Branch Offi ce. This guarantee was granted in Natixis’ corporate interest, in the event that BPCE relends all or part of the USD resources raised from Natixis.
Statutory Auditors’ special report on related-party agreements and commitments 2.2.8 Reciprocal financial guarantee pertaining to the “Neptune” Deal between Natixis S.A. and Natixis Real Estate Capital Inc.
2.2.9 Tripartite agreements between Natixis, Société de Financement de l’Economie Française (SFEF) and, respectively, BFBP and CNCE
On July 10, 2009, the Board of Directors approved the tripartite agreements between Natixis, SFEF and both the central institutions (BFBP and CNCE) designed to set up trust accounts (comptes d’affectation spéciaux, or CAS), and to allow Natixis collateral to be pledged directly to SFEF. The agreements also established SFEF’s direct right of recourse against Natixis. The agreements cover: V délégation imparfaite agreements (agreements where the original debtor remains liable as well as the person instructed to pay on their behalf), establishing SFEF’s right of recourse against Natixis, between (i) Natixis, BFBP, and SFEF, and between (ii) Natixis, CNCE, and SFEF; V subsidiary financial guarantee master agreements, allowing Natixis collateral to be pledged directly to SFEF, between (i) Natixis, BFBP, and SFEF, and between (ii) Natixis, CNCE, and SFEF (term: the financial guarantee will remain in force until the date on which all the assignee’s guaranteed liabilities towards the assignor have been paid, reimbursed, or satisfied in full); V trust agreements, setting up trust accounts (comptes d’affectation spéciaux or CAS)) between (i) Natixis, BFBP, and SFEF, and between (ii) Natixis, CNCE, and SFEF (term: the agreement will end on the date when the trust account is closed); V representation agreements, allowing Natixis’ central institutions to represent it in its dealings with SFEF, between (i) Natixis and BFBP, and between (ii) Natixis and CNCE; V side agreements aimed at limiting the credit risk incurred by Natixis in respect of its central institutions by allowing early repayments to be made at Natixis’ initiative, between (i) Natixis and CNCE, and between (ii) Natixis and BFBP; V amendments aimed at updating the revised intra-group financial guarantee master agreements signed in 2008 with BFBP and CNCE (see point 2.2.1 below), between (i) Natixis and CNCE, and between (ii) Natixis and BFBP.
To enable Natixis to act as the arranger for the €25,000,000,000 covered bond issue launched by BFBP, the Supervisory Board approved the following measures on November 23, 2007: V the signing of credit and financial guarantee master agreements between BPCB, BFBP, Natixis, and initially, seven Banque Populaire banks; V the signing of a letter setting out hedging agreements between BPCB, BFBP and Natixis.
On February 25, 2009, the Supervisory Board approved revisions to this Program.
2.2.11 Authorization of a related-party agreement on the Chapel Deal between Natixis and BPCE
Mr. Gentili , Member of the BPCE Supervisory Board, Natixis Director.
Mr. Mateu, Chairman of the Management Board of Caisse d’Epargne Rhône-Alpes, Natixis Director.
2.2.13 Natixis’ role as Arranger of a €25,000,000,000 covered bond issue by the Caisse d’Epargne Group
Corporate offi cers concerned: Mr. Charles Milhaud, Chairman and Chief Executive Offi cer of CNCE, Chairman of the Natixis Supervisory Board.
Mr. Nicolas Merindol, CNCE’s Permanent Representative at the Natixis Supervisory Board.
On June 15, 2006, the Supervisory Board approved letters of joint and several commitment and guarantee between Ixis CIB and: a) Natixis Financial Products Inc. (formerly IXIS Financial Products Inc.) for the USMTN issue program. The guarantee given by Ixis CIB in connection with this agreement can be invoiced at 0.02%; b) Natixis Financial Products Inc. (formerly IXIS Financial Products Inc.) for the warrant issue program. The guarantee given by Ixis CIB in connection with this agreement can be invoiced at 0.02%; c) Natixis Securities North America Inc. (formerly IXIS Securities NA) for securities lending and borrowing transactions. The guarantee given by Ixis CIB in connection with this agreement can be invoiced at 0.02% per year, and is applicable to the overall average risk exposure over the period.
2.3.2 General master protocol and agreements relating to the new partnership agreements between the CNP and BPCE Groups
At its meeting of August 6, 2013, the Board of Directors assigned François Pérol a mandate to set up an insurance 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 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 general master protocol, as well as in various specifi c 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: General master protocol between CNP Assurances, BPCE and Natixis
V New business tranche 2 reinsurance treaty, entered into by 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.
The historical fi nancial data, relative to consolidated fi nancial statements for the year ended December 31, 2014, presented in this registration document, has been discussed in the Statutory Auditors’ reports found on pages 321-322, which contains an observation.
8 ADDITIONAL INFORMATIONCross-reference table of registration document 8.3 Cross-reference table of registration document
6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or fi nancial contracts or new manufacturing processes 182 6.5. The basis for any statements made by the issuer regarding its competitive position 10 to 24 7. Organizational structure 7.1. Brief description of the Group 4-5; 7 7.2. List of principal subsidiaries 224 to 228; 323 to 335 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 246 to 247 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 9. Income and Financial position 9.1. Financial position 9.2. Operating results 8; 193-194; 208 10. Treasury and Capital resources 10.1. Information concerning the issuer’s capital resources 173 to 132; 210-211 10.2. Sources and amounts of the issuer’s cash fl ows 212-213 10.3. Information on the issuer’s borrowing conditions and funding structure 201 10.4.
Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations N/A
10.5. Information regarding the anticipated sources of funds needed to fulfi ll commitments referred to in items 5.2. and 8.1 201; 207 11. Research and development, patents and licenses 182 12. Trend information 13. Profi t forecasts or estimates N/A
14. Administrative, management, and supervisory bodies and Executive Management 14.1. Administrative bodies 32 to 37 14.2. Administrative, management, and supervisory bodies and Executive Management confl icts of interest 77 15. Compensation and benefi ts 15.1. Amount of compensation and benefi ts in kind 78 to 92 15.2. Total amounts paid accrued by the issuer to provide pension, retirement or similar benefi ts 317-318
24. Documents available to the public 455 25. Information on holdings 323 to 335
Pursuant to Article 28 of Commission regulation No. (EC) 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: V the parent company and consolidated financial statements for the year ended December 31, 2014, presented respectively on pages 323 to 363 and 194 to 320, the Statutory Auditors’ report thereon, respectively pages 364 to 365 and 321 to 322, and the Group management report, on pages 178 to 192 of the registration document filed with the AMF on March 12, 2015 under number D.15-0128; V the parent company and consolidated financial statements for the year ended December 31, 2013, presented respectively on pages 353 to 400 and 206 to 350, the Statutory Auditors’ report thereon, respectively pages 401 to 402 and 351 to 352, and the Group management report, on pages 190 to 205 of the registration document filed with the AMF on March 14, 2014 under number D.14-0141; All other chapters of reference documents fi led under numbers D.15-0128 and D.14-0141 that are not mentioned above are either of no material interest to investors or covered elsewhere in this registration document.
V Summary table of powers currently delegated by the Annual General Shareholders’ Meeting to the Board of Directors with respect to capital increases 426
1.3. Natixis parent company 338 to 372 2. Progress made and diffi culties encountered in 2015 191 to 153 3. Research and development 182 4. Signifi cant events after the reporting period 315 5. Trends and outlook 10 to 25 6. Risk factors 108 to 113 7. Corporate offi cers and senior managers 7.1. Corporate offi cers and other positions held by members of the Board of Directors 34 to 59 7.2. Transactions in Natixis securities by corporate offi cers and senior managers 84 to 90 7.3. Members of the Board of Directors compensation 85 to 87 7.4. Compensation and benefi ts payable to the CEO 81 to 83 7.5. Stock options and performance shares 88 8. Information concerning the Company and its capital 323 to 335 9. Information relative to the locations and activities in each country or territory 10. Social and Environmental information
V Parent company results for the last fi ve years 372
V Summary of authorizations to increase the Company’s share capital and their use during fi scal 2015 726
i 443. Unencumbered assets 444. Use of ECAIs a- c Tab. 11b 145 445. Exposure to market risk
NA, Natixis does not have provisions for originated securitizations 450. Remuneration policy
Registration document page number 3.3. Capital management and capital adequacy Table 1: EAD, RWA and capital requirements by approach and by Basel category of exposure 131
Table 5: EAD by geographic area and by asset class 139
Table 10: Share of gross exposures, provisioned exposures and provisions by geographic area 143
Table 14: Average risk weighting by internal rating (S&P equivalent) for asset classes measured under the IRB approach 147
Table 17: Guaranteed exposures by type and internal rating of guarantor (S&P equivalent) 150
Table 18: EAD by credit risk mitigation technique 151 3.4.9. Exposure to counterparty risk Table 19: Impact of risk-reduction techniques on credit derivatives 152
Table 20: Impact of risk-reduction techniques on derivatives other than credit derivatives 152
Table 24: EAD by type and nature of exposure (excluding impact of thresholds) 154
Table 28: Fraction of amounts of unrealized gains or losses included in Tier 1 or Tier 2 capital 154 3.5.2 Outstandings and positions Table 29: EAD by type of securitization in the banking book 155
Table 30: EAD by type of securitization in the trading book 155
Information not communicated 23 Signifi cant market risk factors 162 24 Market risk modelling principles 159-160 25 Market risk measurements methods 160-161
b) Work management V Scheduling of work hours V Absenteeism N/A, LA7 395
f) Diversity and equal opportunity Policy implemented and measures taken to promote it: V Gender equality V Employment and integration of disabled employees V The fi ght against discrimination and the promotion of cultural diversity LA2, LA12, LA13 398
Promotion and respect of the International Labour Organisation’s fundamental conventions: V On protecting freedom of association and the right to collective bargaining V On eliminating discrimination in employment and occupation V On eliminating forced or compulsory labour V On abolishing child labour LA13, HR7, HR6 400
V Training and information for employees regarding the protection of the environment
d) Contribution to adapting to and fi ghting climate change V Greenhouse gas emissions V Adapting to the impact of climate change
3/Corporate social information a) The Company’s territorial impact on the local population
V In relation to jobs and regional development V Upon surrounding and local communities EC6-7-8-9, SO1 406
d) Fair practices V Measures taken to avoid corruption V Measures taken to safeguard the health and safety of consumers
ABS Asset-backed security, i.e. an instrument representing a pool of fi nancial assets (excluding mortgage loans), its performance linked to that of the underlying asset or pool of assets.
ACPR Autorité de contrôle prudentiel et de résolution (French Prudential Supervisory Authority for the Banking and Insurance Sector), France’s banking and insurance supervisor.
AQR Asset quality review, which involves the supervisory assessment of risks, the actual review of the quality of assets and stress tests.
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 are applicable in France as of January 1, 2008.
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 fi nancial system and the effectiveness of prudential supervision and cooperation among bank regulators.
Comité des Établissements de Crédit et des Entreprises d’Investissement, i.e. the former French Credit Institutions and Investment Firms Committee, which has since been incorporated into the Autorité de contrôle prudentiel et de résolution (French Prudential Supervisory Authority).
A company’s ownership share of its own equity, held via its direct or indirect control of one or more other companies. Company-controlled stock does not bestow voting rights and is not included in the calculation of earnings per share.
CP Commercial paper. In the United States, commercial paper is a negotiable debt instrument issued on the money market.
A fi nancial product whose underlying asset is a credit obligation or debt security (bond). The purpose of the credit derivative is to transfer credit risk without transferring the asset itself for hedging purposes. One of the most common forms of credit derivatives is the credit default swap (CDS).
Debit Valuation Adjustment, which is symmetrical to the CVA and represents the expected loss, from the counterparty’s perspective, on liability valuations of derivative fi nancial instruments. It refl ects the impact of the entity’s own credit quality on the valuation of these instruments.
Gross exposure Exposure before the impact of provisions, adjustments and risk reduction techniques.
Hedge funds A speculative investment fund that seeks to produce absolute return through a high degree of management fl exibility.
A measure introduced to improve the short-term resilience of banks’ liquidity risk profi les. 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 outfl ows minus cash infl ows over a 30-day stress period without the support of central banks.
LTROs Long-Term Refi nancing Operations, i.e. long-term lending to banks by the ECB.
Mark-to-market A valuation method whereby a fi nancial instrument is appraised at fair value based on its market price.
Middle offi ce A department at a fi nancial intermediary that generally performs risk control functions.
This ratio is intended to strengthen the longer-term resilience of banks through additional incentives meant to encourage banks to fi nance their operations using more structurally stable resources. This long-term structural liquidity ratio, applicable to a one-year period, was formulated to provide a viable structure for asset and liability maturities.
New Deal A strategic plan implemented by Natixis for the 2009-2012 period.
New Frontier A strategic plan implemented by Natixis for the 2014-2017 period.
Represented by a surety, independent guarantee or letter of intent. In the context of a surety, 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 fi rst request or pursuant to agreed terms, in consideration of an obligation taken out by a third party. A letter of intent is an agreement to act or refrain from acting that is intended to support a debtor in meeting its commitment.
Net income (excluding returns on hybrid securities recognized as equity instruments) divided by shareholders’ equity (restated for hybrid securities), used to measure the profi t generated on capital.
Risk weight (RW) The percentage value by which a given exposure is multiplied, used in the calculation of the corresponding riskweighted assets.
RTT Réduction du Temps de Travail (reduction of working time; i.e. France’s legally-enforced 35-hour work week).
SEC The Securities and Exchange Commission, the US authority that oversees the US fi nancial markets.
A transaction whereby credit risk from loan receivables is transferred to investors by an entity through the issue of negotiable securities. This may involve the transfer of receivables (physical securitization) or the transfer of risks only (credit derivatives). Some securitization transactions are subordinated through the creation of tranches.
SFEF Société de Financement de l’Economie Française (SPV set up by the French government to refi nance French banks during the fi nancial crisis).
An equity security issued by a corporation, representing a certifi cate of ownership and conferring on its possessor (the “shareholder”) proportional rights in the distribution of any profi ts or net assets as well as a voting right at the General Shareholders’ Meeting.
The Financial Stability Board (FSB) coordinates the comprehensive measures intended to reduce the moral hazard and risks posed by global systemically important fi nancial institutions (G-SIFIs) to the global fi nancial system. These institutions meet the criteria established by the Basel Committee as outlined in “Global systemically important banks: Assessment methodology and the additional loss absorbency requirement” and identifi ed in a list published in November 2011. The FSB updates this list in November of each year. To date there are 29 such institutions.
Tier 1 (T1) refers to the portion of a fi nancial institution’s prudential capital that is considered to be the most solid. It includes its capital stock and retained earnings allocated to reserves. The ratio of Tier 1 capital to risk-weighted assets is a solvency indicator used in the Basel 1, Basel 2 and Basel 3 prudential accords.
Tier 1 capital Core capital including the fi nancial institution’s consolidated shareholders’ equity minus regulatory deductions.
Tier 2 capital Supplementary capital mainly consisting of subordinated securities minus regulatory deductions.
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