Unprecedented development of remote working in 2020 Remote working is becoming more common with two remote working days a week across Natixis. In France, the eligibility rate for remote working stood at 95% of employees at the end of 2020, i.e. around 9,500 employees; and 79% of employees on permanent employment contracts signed a remote working amendment, i.e. more than 8,000 remote workers. Support for the management of the hybrid office/remote working mode has been launched for managers.
Co-managed by the BPCE community and Natixis, “WELL working environment” is a program covering both new working environments (offices, real estate, infrastructures) and new ways of working (flex office, remote working, etc.). It is part of a project for a new real estate master plan in the Île-de-France region, around three divisions, Charenton, Austerlitz and the Tours Duo, under construction.
actions to promote the hiring of young people while retaining olderV employees; the same complementary healthcare insurance for all NatixisV France employees; measures to address employees with disabilities, including aV Group-wide policy covering the professional integration and retention of employees with disabilities, and an allocation for children with disabilities.
Within the Natixis scope, since 2017, strategic dialog with representative unions has taken place through a Strategy and Transformation Dialog Committee aimed at establishing a better understanding of the strategy and the transformation of the business lines.
Two agreements applicable to the Natixis France scope were signed in 2020: 2020 Natixis France agreement Signing date
In addition to these overall agreements, several agreements were signed by Natixis’ French entities in 2020, including one by Natixis S.A.
Natixis’ compensation policy is structured in such a way as to promote employee engagement over the long term and increase the Company’s employer appeal, while discouraging excessive risk-taking. Each year, Natixis conducts a study comparing its compensation levels to the external market in a bid to remain competitive.
The compensation policy strictly complies with the regulatory framework in Natixis’ countries and sectors of operation, including CRD IV, the French law on the separation and regulation of banking activities, AIFMD, UCITS V, MiFID II and Solvency.
It also meets transparency requirements vis-à-vis its external stakeholders, such as the ACPR, the ECB and the AMF, but also internal stakeholders.
Since 2013, Natixis has allowed its employees to take humanitarian leave (Congé Solidaire®) to support the non-profit association Planète Urgence. The missions concern the protection of biodiversity, socio-educational support for young people and the reinforcement of the skills of adults in various fields. In 2020, missions were offered in France or remotely. More than 150 missions have been supported since the beginning.
Every year, Natixis and its subsidiaries organize charity collections Natixis has had a partnership for many years. For example, in France, for charities and solidarity organizations (collection of books, thanks to financial support from Natixis Assurances, the Rejoué clothing, toys, etc.). In 2020, due to the COVID-19 context, several association was able to donate recycled toys to Secours Populaire collections could not be repeated, but solidarity actions were during the first lockdown.
Other entities, such as Natixis in Dubai and Natixis Assurances, have also created challenges using mobile applications and have contributed to increasing the amount of donations made by each entity to the selected associations.
In addition, new commitments have been made over the long term, as is the case with Ostrum AM (Natixis Investment Managers) which has decided to support the AP-HP Foundation for three years, in order to provide concrete support for its medical research projects. Lastly, some teams provided material support to local hospital staff, through simple solidarity actions, such as in Dubai and Porto where food baskets were distributed to hospital staff and patients.
First projects supported by Natixis Foundation Natixis Foundation was founded on December 1, 2020 and the first proposals for international projects were put to the vote of employees. Two projects were selected and will be supported by the foundation: a water access project presented in partnership with the NGO Action Against Hunger, which aims to build and/orV rehabilitate wells in rural communities in Liberia; a project called Health & Solar Energy, presented in partnership with the NGO Electricians without Borders, whichV aims to improve the conditions of care in rural African villages using solar energy equipment.
In all its international offices, Natixis establishes partnerships with general-interest associations and mobilizes employees support for solidarity-based projects. In 2020, the health crisis had a major impact on the organization of many actions, but other forms of initiatives have been launched to continue to support charities whose role has proved more important than ever.
enabling schoolchildren and students to continue their learning remotely. During the Christmas season, employees also showed support for the Casa da Criança association, notably by purchasing or donating toys for underprivileged families.
The partnerships with associations in the Americas set up several years ago continued and new COVID-19 support programs were set up: In New York, employees took part in a clothing drive for America’s Vietnam veterans and the branch organized several fundraising events to support the New York Cares association, the Robin Hood Relief Fund, and the NYC COVID-19 Emergency Relief Fund.
As part of the annual "Natixis Employees Giving Campaign", Natixis also supports its employees’ initiatives by organizing two weeks of fundraising for various charities supported by Natixis Investment Managers and its affiliates.
Lastly, Natixis is continuing to expand its contributions to charitable causes in the Asia-Pacific region, despite having to amend its program for 2020: As the 2020 edition of “Hong Kong Volunteering Month” could not take place, two fundraising campaigns were organized by employees to support the charities through financial donations.
Table of reporting on Natixis’ main 6.8 commitments 2020 Non-financial performance report United Nations
6.2. The Natixis Code of Conduct 1, 2, 10 1-17 6.4.1 Sustainable growth: financing the transformation in society 1-17 6.4.1.1 A growing number of Natixis’ Asset Management companies observe the Principles for Responsible Investment (PRI) 1-10 1-6 5-6 1-10 1-17 6.4.1.2 Natixis commits to the new Principles for Responsible Banking (PRB) 1-10 5 1-6 1-10 1-17
The information in this document covers the 2020 fiscal year. The reporting period considered is one full calendar year, running from January 1 to December 31.
Social information covers the scope of Natixis France (managed scope), with the exception of Worldwide staff, which are presented in the accounting consolidation scope.
The managed scope covers all of Natixis and its subsidiaries(1) around the world whose HR information systems contain data on employees by name. This workforce forms the basis of the HR indicators for ESR. This scope excludes Financial investments. The list of entities in this scope is presented below.
Corporate & Investment Banking division: creation of NatixisV Saudi Arabia Invest Co. (no increase in staff),
The absentee rate is the total number of business days absent (due to illness, accidents in the workplace or in transit, maternity or parental leave, etc.) divided by the total number of employee workdays theoretically available.
efforts to combat food poverty, improve animal welfare and ensureV responsible, fair, sustainable food supplies.
Report by one of the Statutory 6.10 Auditors, appointed independent third party, on the consolidated non-financial performance report
In our capacity as Statutory Auditor of Natixis S.A., we hereby present our report on the consolidated Non-Financial Performance Report for the year ended December 31, 2020 (hereafter referred to as the “Report”), as presented in the Universal Registration Document which includes the Group's management report, on a voluntary basis, in accordance with the legal and regulatory provisions of Articles L.225 102-1, R.225-105 and R.225-105-1 of the French Commercial Code (Code de commerce).
On the basis of our work, our responsibility is to provide a reasoned opinion and to express a conclusion of limited assurance on: the compliance of the Report with the requirements of ArticleV R.225-105 of the French Commercial Code; the sincerity of the information provided in accordance withV paragraph 3 of sections I and II of Article R.225-105 of the French Commercial Code, namely the results of the policies, including the key performance indicators and the actions taken in respect of the main risks, hereafter referred to as the “Information”.
Our work described below was carried out in accordance with the provisions of Articles A. 225-1 et seq. of the French Commercial Code setting out how the independent third party should perform its review and in accordance with the professional code of the Compagnie Nationale des Commissaires aux Comptes (France's National Association of Statutory Auditors) relating to this assignment (and pursuant to international standard ISAE 3000 "Assurance engagements other than audits or reviews of historical financial information").
Report by one of the Statutory Auditors on the consolidated non-financial performance 539NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com we consulted documents and held interviews to:V
We believe that the work we performed while exercising our professional judgment allows us to express a conclusion of limited assurance; a higher level of assurance would have required more extensive work.
Our work engaged the skills of five persons between November 2020 and March 2021.
Selected quantitative information: Headcount (managed scope), Percentage of permanent contracts in France, Total hires in France, Total departures in France, Percentage (2) of women among company leaders, Number of employees trained, Average number of training hours per employee trained, Energy consumption: electricity, hot and cold fluids in office buildings, Carbon footprint assessment (tCO2eq.), Amount of socially responsible investment assets managed (Loomis Sayles & Company, WCM Investment Management, Ostrum AM and Vega IM), Carbon footprint or portfolio temperature (AEW Capital Management, Mirova and Ostrum AM), Amount of renewable energy financing arranged during the year. Natixis SA Paris and its subsidiaries (Loomis Sayles & Company, WCM Investment Management, Ostrum AM, Vega IM, AEW Capital Management, Mirova).(3)
Changes in share capital 7.2 and voting rights 544 Share capital at March 1, 20217.2.1 544
Changes in the shareholder base 7.2.2 over the past three years 544
Other information concerning 7.3 Natixis share capital and securities 546 Form and transfer of shares 7.3.1 (Chapter II, Article 4 of the bylaws) 546
Natural or legal persons exercising 7.3.4 or potentially exercising control over Natixis 546
Authorized potential capital7.4 547 Current delegations and financial 7.4.1 authorizations and use by the Board of Directors 547
Following the merger of Banque Fédérale des Banques Populaires (BFBP) and Caisse Nationale des Caisses d’Epargne (CNCE) that resulted in the creation of Groupe BPCE, Natixis has been majority-owned by BPCE since August 1, 2009.
0.92% held through capital increases reserved for employees (“FCPE Mauve”).* 0.78% held outside of employee savings plans by employees and former employees.
1.38% was held under the BPCE Actions Natixis fund, including holders of Groupe BPCE shares. The shares referred to in Article L.225-102 of the French Commercial Code serve to determine the threshold beyond which a motion shall be made to appoint ** a Director representing the shareholders (applies to shares held directly by employees: FCPE Mauve, shares held under free share allocation plans (Macron Act No. 2015-990), the BPCE Actions Natixis fund including Groupe BPCE shares). The % voting rights takes into account the treasury shares held by Natixis.***
Transactions carried out as part of the share buyback program were exclusively intended to stimulate the share market by an investment provider under a liquidity contract in accordance with the Ethics Charter established by the French Financial Markets Association (AMAFI).
Value of shares acquired in 2020 measured at purchase price €132,557,288
Value of shares sold in 2020 measured at sale price €129,237,474
Volume of shares actually used to achieve the objective pursued (liquidity contract – purchases + disposals) 104,655,186
Number of treasury shares registered in the name of the Company as of 31/12/2020 4,014,663
Transactions carried out as part of the share buyback program intended to stimulate the market of the share by an investment provider (liquidity contract).(a)
As of December 31, 2020, the percentage of share capital held by employees was 3.08% (2.46% within the meaning of Article L.225-102 of the French Commercial Code(1)) of which: 0.92% held through capital increases reserved for employeesV (“FCPE Mauve”); 0.78% held outside of employee savings plans by employees andV former employees; 1.38% was held under the BPCE Actions Natixis fund, includingV holders of Groupe BPCE's shares.
The number of shares owned by corporate officers who are natural persons is not material.
Crossing of legal thresholds declared to the Company 7.1.1.5 during fiscal year 2020
According to the Prospectus Regulation, at February 26, 2021, Natixis’ main shareholders were as follows: % capital % voting rights
0.75% held through capital increases reserved for employees (“FCPE Mauve”).* 0.77% held outside of employee savings plans by employees and former employees.
The table below shows changes in the Company’s share capital over the last five fiscal years.
Changes in share capital and voting rights 545NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
The table below gives details on the value of share premiums for each corporate action.
Form and transfer of shares 7.3.1 (Chapter II, Article 4 of the bylaws)
As of the date of this document, the Board of Directors of the Company has the following delegations and financial authorizations granted to it by the General Shareholders’ Meeting: Date of General Shareholders’ Meeting
Overall par value ceiling.(a) For executive corporate officers. Amount deducted from the cap of 2.5%.(b) Amount deducted from the overall ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion).(c) Amount deducted from the overall ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion) and the ceiling decided (d) in resolution No. 28 of said General Shareholders’ Meeting (€500 million). For the delegation of the 29th resolution, the issue of shares may not exceed the limits specified by the applicable legislation at the date of the issue (currently 20% of share capital per year). Amount deducted from the ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion). For each issue, ceiling equal (e) to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue).
Pursuant to the authorization granted by the twenty-fifth resolution of the Combined General Meeting of May 28, 2019, the Board of Directors decided to grant free shares (i) to certain employees of the Company at its meeting of April 10, 2020 and (ii) to the members of the Senior Management Committee of the Company at its meeting of May 20, 2020.
The number of beneficiaries as well as the number and value of free shares awarded by the Company during the year are as follows: Date of General Shareholders’ Meeting 28/05/2019 (25th resolution)
23/05/2021 01/03/2020 (c) 01/03/2021 13/04/2021 13/04/2023 23/05/2022 22/05/2022 01/03/2021 (c) 01/03/2022 28/05/2023
Free shares in the holding period delivered during fiscal year 2020
Issues potentially relevant to any public offering 549NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Amounts invested in the Mauve plan are locked up for a period of five years, barring cases of early release applicable to employee savings plans in France. This time period may be reduced outside of France based on local legislation and the alternative proposed.
In a resolution dated May 28, 2019, the Combined General Shareholders’ Meeting renewed the authorization granted to the Board of Directors to decide whether to increase share capital, in one or more stages, up to a maximum of fifty (50) million euros, through the issue of shares or securities giving access to share capital reserved for members of employee savings plans. It also established that the delegation of authority to issue shares would remain valid for a period of 26 months from the date of said meeting.
Natixis’ Board of Directors did not use this delegation of authority in 2020.
Article L.22-10-11 of the French Commercial Code requires companies whose securities are admitted for trading on a regulated market to disclose and explain certain information, where said information may have an impact in the event of a public offer.
In accordance with Articles 241-2 and 241-3 of the AMF General Regulation and Delegated Regulation (EU) 2016/1052 of March 8, 2016, the Company presents below the description of the share buyback program that will be subject to the approval of the Combined General Shareholders’ Meeting of May 28, 2021. This program will replace the one authorized by the Combined General Shareholders’ Meeting of May 20, 2020.
As of December 31, 2020, Natixis held 4,014,663 of its own shares, i.e. 0.127% of its share capital, mainly intended for the promotion of Natixis shares on the financial markets under the liquidity contract. In accordance with the regulations in force, these shares have no dividend rights or voting rights.
Minimum purchase price - Maximum amount allocated to the program and maximum number of shares
Under this share buyback program, the Company may acquire its own shares subject to a maximum purchase price of ten (10) euros per share (price unchanged since 2015).
The Board of Directors would be authorized to set up a treasury share buyback program up to a limit of 10% of the total number of shares comprising the Company’s share capital, or 5% of the total number of shares comprising the share capital of the Company with a view to their holding and delivering them in payment or in exchange in the context of a merger, demerger or contribution.
Resolves that the acquisition, sale or transfer of the shares may take exercising a warrant or by any other means, either directly or place at any time (except in public offer periods on the Company's indirectly via an investment services provider. shares), 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
In accordance with the recommendation of the European Central Bank, Natixis’ dividend distribution policy is based on prudent assumptions in order to be able, after potential distribution, to meet the applicable capital requirements and the conclusions of the prudential monitoring and evaluation process.
With the exception of fiscal year 2019, the Company has, in recent years, distributed a dividend representing more than 50% of net income Group share.
Given the limitations imposed by the supervisor, in this case compliance with the limit of 20 basis points of the CET 1 ratio as at December 31, 2020, the Board of Directors proposes to the General Shareholders’ Meeting of May 28, 2021 the distribution of a dividend of six cents per share, representing the amount of €189,357,090.12 for fiscal year 2020.
In respect of previous years (2015 to 2019), Natixis has distributed the following dividends: (in euros) For 2019 fiscal year* For 2018 fiscal year For 2017 fiscal year For 2016 fiscal year For 2015 fiscal year
Stock market indexes SBF Top 80 EW (SBF80), SBF 120, CAC All-Tradable and Euronext 100
Dec-19 Jan-20 Feb-20 March-20 Apr-20 May-20 June-20 July-20 Aug-20 Sept-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21
In 2020, the Natixis share fell by 30% (from €3.96 on December 31, 2019 to €2.79 on December 31, 2020), impacted by changes in the healthcare environment. Over the same period, the euro zone bank index (Euro Stoxx Banks) fell by 23%.
The average daily volume of Natixis shares traded on the market amounted to around 11.93 million shares in 2020 versus an average of around 5.87 million shares in 2019.
Calculated using the average number of shares (excluding treasury shares) during the period and after accounting for net interest payments on deeply (a) subordinated notes after tax.
Calculated using the number of shares at December 31 of the year in question and after paying out the proposed dividend for 2015, 2016, 2017, 2018, 2019 (b) and 2020.
Natixis’s relationship and communication system for individual shareholders is made up of three tools: the toll-free number (0 800 41 41 41) which gives access to anV information officer, from 9 a.m. to 6 p.m., Monday to Friday. The interactive voice response system provides information on the share price, the Company’s financial calendar, the latest results and shareholders’ Club events; a dedicated e-mail address for all shareholders’ questionsV (actionnaires@natixis.com) and a dedicated e-mail address for the shareholders’ Club (clubactionnaires@natixis.com) managed directly by the Individual shareholder Relations team; the website (www.natixis.com) that provides comprehensiveV information on Natixis. In the “Investors & shareholders” section, visitors can view or download press releases, key figures, Natixis’ calendar and financial news, while the “shareholder Corner” section contains extensive editorial content and documents for individual shareholders.
Club members receive the newsletter, the shareholders’ newsletter and the shareholders’ guide.
In partnership with École de la Bourse, training on taxation was also made available to members of the shareholders’ Club.
In view of the health situation, in 2020 Committee membersV worked remotely. They were able to discuss Natixis news and the results of Natixis’ 2020 third quarter and provide feedback to the Head of Investor Relations.
All of the topics discussed, minutes of meetings and videoV presentations by members are available on the website.
The meeting was chaired by Laurent Mignon in his capacity as Chairman of the Board of Directors of Natixis, who, after a brief reminder of the shareholder communication system, gave the floor to Natixis Chief Executive Officer, François Riahi.
As a result, it was no longer proposed to the meeting to distribute a dividend per share of €0.31 for fiscal year 2019 and that this distribution will be reviewed later by the Board of Directors based on ECB recommendations. Then, François Riahi ended his speech with a focus on the main strategic developments.
The secretary of the meeting then shared the seven written questions received and the Chairman answered them. The questions of Les Amis de la Terre and Reclaim France concerned the following subjects: oil and shale gas, gas development in Mozambique, Total resolution (11 investors who submitted a climate resolution).
The Investor Relations Department provides information and resources to analysts and investors. To this end, a variety of sources is used: formal informational meetings during major events (publication of annual, interim and quarterly financial statements, etc.), road shows, conference calls and one-on-one interviews. The materials used in these meetings (press releases, presentations, etc.) as well as any other additional information (financial calendar, regulated information, corporate governance, Annual General Shareholders’ Meeting, etc.) are available on Natixis’ website in the Investor Relations section. From time to time, depending on current events, we also organize specific, themed presentations to give our financial partners and colleagues a better understanding of the general climate and Natixis’ specific challenges.
Natixis organizes meetings with analysts and institutional investors throughout the year at roadshows or conferences organized by brokers in the main financial marketplaces. In 2020, the Investor Relations Department had to adapt to the health context by maintaining dialog with its stakeholders through the use of digital tools. As a result, most meetings were held virtually through videoconferences and teleconferences, with the average number of interactions in 2020 roughly equal to those in 2019.
General Shareholders’ Meetings are convened by the Board of accordance with the conditions laid out in the applicable regulations Directors or, failing this, under the conditions of Article L.225-103 of (Article 21 of the bylaws). Meetings take place either at the the French Commercial Code. Notices of meeting are prepared in registered office or at another location specified in the notice.
All shareholders whose shares are paid up may participate in General Shareholders' Meetings under the conditions provided for by law.
With respect to holders of bearer shares, proof of their status as a shareholder must be provided directly to the centralizing body of the meeting by the authorized intermediaries holding their bearer share accounts. The intermediaries do so by producing a certificate that must be attached to the voting form or admission card request in the name of the shareholder or the name of the registered intermediary
Under the terms and conditions set forth by law and regulations, shareholders wishing to vote by postal ballot may send their proxy and absentee voting ballots, either in paper format or, on the decision of the Board of Directors published in the notices of meeting, electronically.
Any shareholders that hold more than 1% of the voting rights and have already declared that they have crossed the statutory threshold, may obtain or consult the list of shareholders that have crossed the statutory threshold of more than 1% at Natixis’ registered office or by contacting Natixis’ Investor Relations (30 avenue Pierre Mendès-France
Appointment of Christophe Pinault as a director, following hisV resignation to promote the staggering of directors’ terms of office; Appointment of Diane de Saint Victor as a director, following herV resignation to promote the staggering of directors’ terms of office; Appointment of Catherine Leblanc as a director, following herV resignation to promote the staggering of directors’ terms of office; Authorization to be given to the Board of Directors for theV Company to buy back its own shares.
Combined General Shareholders’ Meeting of May 28, 2021 559NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Twenty-nine resolutions will be submitted to the shareholders at the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 28, 2021 at Palais Brongniart, 25 place de la Bourse — 75002 Paris.
These resolutions can be categorized into two groups: The first nineteen resolutions (from the 1st to the 19th resolution)V fall within the remit of the Ordinary General Meeting and concern: (i) the approval of the financial statements and appropriation of earnings, (ii) the approval of related-party agreements, (iii) the approval of the information mentioned in I of Article L.22-10-9 of the French Commercial Code, (iv) the approval of the elements comprising the total compensation and benefits of any kind paid during fiscal year 2020 or allocated for the same fiscal year to the Chairman of the Board of Directors and the Chief Executive Officer, (v) the approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors, (vi) the total amount of compensation paid in 2020 to the persons referred to in Article L.511-71 of the French Monetary and Financial Code, (vii) the ratification of the co-option of two (2) directors, (viii) the renewal of the term of office of one (1) director, (ix) the appointment of three (3) directors following their resignation to promote the staggering of directors' terms of office, and (x) the Company’s involvement on the market for its own shares,
In the first and second resolutions, the General Shareholders’ Meeting is asked to approve the 2020 Natixis parent company and consolidated financial statements, respectively.
The third resolution concerns the allocation of Natixis’ earnings and proposes the payment of a dividend, paid in cash of €0.06 per share in line with ECB recommendations.
Natixis’ parent company financial statements at December 31, 2020 showed positive net income of €142,691,880.31. After taking into account retained earnings of €3,250,193,296.65, and as the legal reserve exceeded 10% of the share capital, distributable earnings amounted to €3,392,885,176.96.
Based on the share capital at December 31, 2020, on the assumption that no treasury stock existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2020, the total dividend will be €189,357,090.12 charged against distributable earnings and the balance (€3,203,528,086.84) will be allocated to retained earnings.
In accordance with legal provisions, the following dividends were distributed for the three fiscal years prior to fiscal year 2020: Fiscal year Number of shares on which a dividend was paid
The Statutory Auditors’ special report presents the agreements authorized by Natixis’ Board of Directors during the fiscal year 2020. For information, this report also includes the agreements entered into prior to fiscal year 2020 and still effective during fiscal year 2020, which do not need to be re-approved by the General Shareholders’ Meeting (see Chapter 8 section 8.2.4 of the Natixis 2020 Universal Registration Document).
Agreements authorized by your Board of Directors during fiscal year 2020: On June 23, 2020, the Board of Directors authorized the signatureV of a partnership agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management (“LBPAM”), in the presence of Natixis, BPCE and La Banque Postale (“LBP”).
The parties have agreed that following the merger, Ostrum Asset Management will retain the name of “Ostrum Asset Management”.
On December 17, 2020, the Board of Directors authorized theV conclusion of the outsourcing service agreement between Natixis on the one hand, and BPCE-IT/ALBIANT-IT on the other.
Combined General Shareholders’ Meeting of May 28, 2021 561NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
The fifth resolution proposes to the General Shareholders’ Meeting to approve, in accordance with the provisions of Article L.22-10-34 I of the French Commercial Code, the disclosures referred to in Section I of Article L.22-10-9 of the French Commercial Code, in particular the disclosures relating to the compensation of the Chairman of the Board of Directors, the Chief Executive Officer and the directors (jointly referred to as the corporate officers) paid during the fiscal year 2020 or allocated for the same fiscal year. These disclosures are presented in the Board of Directors’ corporate governance report in Chapter 2 Section 2.3 of the 2020 Universal Registration Document.
The sixth, seventh and eighth resolutions submit for shareholder approval, in accordance with Article L.22-10-34 II of the French Commercial Code, the components of the total compensation and benefits of any kind paid during the fiscal year 2020 or allocated for the same fiscal year to Laurent Mignon, Chairman of the Board of Directors, François Riahi, Chief Executive Officer for the period from January 1 to August 3, 2020, and Nicolas Namias, Chief Executive Officer for the period from August 3, 2020 to December 31, 2020.
For each of these executive corporate officers, the corporate governance report presents a table setting out the mechanisms and amounts of compensation paid in 2020 or awarded in respect of this fiscal year. In this respect, it is recalled that, in accordance with Article L.22-10-34 of the French Commercial Code, the payment of the annual variable compensation of François Riahi and Nicolas Namias for the fiscal year 2020 is subject to the approval of the General Shareholders’ Meeting. In this respect, the Board of Directors meeting of February 11, 2021 assessed the level of performance with regard to the assessment criteria defined for 2020 and decided to allocate a gross amount of €190,583 to Nicolas Namias. Furthermore, the Board decided not to grant annual variable compensation to François Riahi for the fiscal year 2020.
It should be noted that the Chairman of the Board of Directors does not receive variable compensation for his duties.
Approval of the compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors (9th to 11th resolutions)
It is also specified that the non-compete compensation must be paid in installments during its term.
Members of the Board of Directors The overall annual budget for compensation to be allocated to members of the Board of Directors for attendance at Board and Committee Meetings is €650,000 (see the 36th resolution of the Combined General Shareholders’ Meeting of May 19, 2015).
In accordance with the rules applicable within Groupe BPCE, the portion of compensation due to Laurent Mignon, as a director, was until now allocated and paid directly (1) to BPCE.
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 562 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
or paid in 2020 and awarded in previous fiscal years (2017, 2018V and 2019); as well as the free shares and performance shares awarded inV 2016, 2017 and 2018, and delivered in 2020.
Ratification of the co-option of two directors (13th and 14th resolutions)
Philippe Hourdain, 65 years, is Chairman of the Board of Directors of Banque Populaire du Nord (see the fact sheet on Philippe Hourdain in chapter 2 “Corporate Governance” section 2.1.4 of the Natixis 2020 Universal Registration Document) and provides the Board of Directors with his expertise in the following areas: CSR/Sustainable development, Banking, Corporate Strategy, Digital/Technology and Governance/Legal.
In the fifteenth resolution, shareholders are asked to renew the term of office of Nicolas de Tavernost, which will expire at the end of this Shareholders’ Meeting, for a period of four (4) years ending at the end of the General Shareholders’ Meeting called in 2025 to approve the financial statements for the fiscal year ended on December 31, 2024.
Nicolas de Tavernost is Chairman of the Management Board of Groupe M6 (see the fact sheet on Nicolas de Tavernost in chapter 2 “Corporate Governance” section 2.1.4 of the Natixis 2020 Universal Registration Document).
The Board of Directors, on the proposal of the Appointments Committee, proposed the renewal of the term of office of Nicolas de Tavernost, who, has provided his expertise since July 31, 2013 in the following areas: CSR/Sustainable Development, Finance, Corporate Management, Corporate Strategy, Human Resources and International.
Appointment of three directors, following their resignation to promote the staggering of directors' terms of office (16th to 18th resolutions)
same day and (ii) agreed to reapply, during the same General Shareholders' Meeting, for the office of director.
In line with this process and in order to avoid a block renewal of directors in 2023, three directors (among the seven whose terms of office expire at the end of the Annual General Shareholders' Meeting in 2023), i.e. Christophe Pinault, Diane de Saint-Victor and Catherine Leblanc (i) resigned as directors of the Company with effect from the date of the Board of Directors meeting held on May 28, 2021 preceding the Annual General Shareholders’ Meeting held on the
Consequently, the 16th to 18th resolutions propose that the shareholders re-appoint: Christophe Pinault, Chairman of the Management Board of CaisseV d’Epargne et de Prévoyance Bretagne Pays de Loire (see the fact sheet on Christophe Pinault in chapter 2 “Corporate Governance” section 2.1.4 of the Natixis 2020 Universal Registration Document), who has provided the Board of Directors with his expertise since May 28, 2019 in the following areas: Insurance, Payments, Asset and Wealth Management, CSR/Sustainable Development, Banking, Finance, Corporate Management, Risks/Regulatory Monitoring, Corporate Strategy, and Internal Control/Audit; Diane de Saint Victor, independent director (see the fact sheet onV Diane de Saint Victor in chapter 2 “Corporate Governance” section 2.1.4 of the Natixis 2020 Universal Registration Document), who has provided the Board of Directors with her expertise since April 4, 2019 in the following areas: CSR/Sustainable development, Banking, Corporate Management, Corporate Strategy, Internal Control/Audit, Human Resources, International and Governance/Legal; Catherine Leblanc, Chairwoman of the Board of Directors ofV Banque Populaire Grand Ouest (see the fact sheet on Catherine Leblanc in chapter 2 “Corporate Governance” section 2.1.4 of the Natixis 2020 Universal Registration Document), who has provided the Board of Directors with her expertise since June 23, 2020 in the following areas: Banking, Finance, Corporate Management, Corporate Strategy, Human Resources, and Governance/Legal; as directors, following their resignation to facilitate the staggering of the terms of office of directors, for a period of four (4) years ending at the end of the General Shareholders’ Meeting called in 2025 to approve the financial statements for the year ended December 31, 2024.
2024 AGM Alain Condaminas, Nicole Etchegoïnberry, Sylvie Garcelon 2025 AGM Christophe Pinault, Diane de Saint Victor, Catherine Leblanc, Nicolas de Tavernost
Authorization for the Company to buy back its own shares (19th resolution)
At December 31, 2020, Natixis held 4,014,663 of its own shares, i.e. 0.127% of its share capital, mainly intended for the promotion of Natixis shares on the financial markets under the liquidity contract.
Shareholders are asked to renew for a period of 18 months, the authorization to buy back shares granted to the Board of Directors, it being recalled that the maximum share price may not exceed ten (10) euros per share (price unchanged since the Annual General Shareholders' Meeting of May 19, 2015).
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 564 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
The General Shareholders’ Meeting is, therefore, asked to renew these financial authorizations and delegations, which are all intended to give your Company the necessary flexibility to manage its financial structure (subject to certain limits/ceilings set out below), in particular by allowing the Board of Directors to increase the share capital, according to various methods and for various reasons set out below and in the summary table below.
The purpose of these authorizations and financial delegations is to allow your Board of Directors, within a period of 26 months from your General Shareholders’ Meeting, to have flexibility in the choice of possible issues and to adapt, when the time comes with flexibility, the nature of the financial instruments to be issued according to the state and the possibilities of the French or international financial markets.
Thus, the twenty-first resolution aims to confer on the Board of Directors the authority to decide on the increase the share capital (immediately or in the future) - in accordance with various methods -, with preferential subscription rights*.
The twenty-second, twenty-third, twenty-fourth and twenty-seventh resolutions aim to confer on the Board of Directors the authority to decide to increase the share capital (immediately or in the future) - in accordance with various methods - without preferential subscription rights.
Your Board of Directors proposes that you grant, for some of these resolutions, the option to cancel this preferential subscription right. Depending on market conditions, the nature of the investors concerned by the issue and the type of securities issued, it may be preferable, or even necessary, to waive the preferential subscription right, in order to place the securities in the best possible conditions, particularly when the speed of transactions is an essential condition for their success, or when the issues are carried out on foreign financial markets. Such a cancelation may make it possible to obtain a larger pool of capital due to more favorable issue conditions. Lastly, the law sometimes provides for this cancelation: specifically, the vote of the delegation authorizing your Board of Directors to issue shares reserved for members of savings plans (27th resolution) would entail, by law, the express waiver by the shareholders of their preferential subscription rights in favor of the beneficiaries of these issues.
If the Board of Directors were to use a delegation of authority granted by your General Shareholders’ Meeting, it would prepare, where applicable and in accordance with the law and regulations, at the time of its decision, an additional report describing the final terms and conditions of the transaction and would indicate its impact on the position of the holders of equity securities or securities giving access to the share capital, in particular as regards their share of equity. This report and, where applicable, that of the Statutory Auditors, would be made available to the holders of equity securities or securities giving access to the share capital and then brought to their attention at the closest General Shareholders’ Meeting.
Finally, the twenty-ninth resolution concerns the granting of the powers required to complete the legal formalities and disclosures relating to this Combined General Shareholders’ Meeting.
* Terms followed by an asterisk are defined in the glossary below.
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 566 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
Other information and comments 19 Authorization to trade in shares of the Company 18 months Possible objectives for share buybacks by your Company: Implementing Company V stock option plans or similar plans Awarding or transferring V shares to employees Awarding bonus shares V to employees or corporate officers Generally, honoring V obligations related to stock option programs or other share allocations to employees or corporate officers of the issuer or a related company Tendering shares upon V exercising rights attached to securities granting rights to capital* Canceling all or a portion V of the shares bought back Tendering shares in V connection with acquisitions, mergers, spin-offs or asset transfers Market making for Natixis V stock on the secondary market or ensuring the liquidity of Natixis stock through an investment services provider in connection with a liquidity contract Any other goal authorized or V that may be authorized by law or regulations in effect
Authorization not to be V used during public share offers The Board of Directors V will ensure that these buybacks are executed in accordance with prudential requirements, such as those established by regulation 20 Cancelation of treasury shares 26 months Can be used to reduce your V Company’s share capital
No cancelation V of more than 10% of the share capital per 24-month period 21 Issue of shares and/or securities giving access to the Company’s share capital* and/or securities giving entitlement to the allocation of debt securities with maintenance of PSR*
Global cap: one and a V half billion (1.5 billion) euros Ceiling: one and a half V billion (1.5 billion) euros to be deducted from the Global cap* Caps provided V excluding any additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital*
Other information and comments 22 Issuance by way of public offers (other than those referred to in Article L.411-2 of the French Monetary and Financial Code) of shares and/or securities giving access to the Company’s share capital* or giving entitlement to the allocation of debt securities without of PSR*
Possibility of issuing V shares after the issue of securities giving access to the Company’s share capital by Subsidiaries* of your Company Possibility through a V public offer of issuing (i) securities giving access to equity securities to be issued by a Subsidiary* and/or (ii) shares giving access to equity securities existing or giving entitlement to the allocation of debt securities, from a third-party company Possibility of V introducing, on the French market and if circumstances permit, a non-negotiable priority right*, which may include over-subscription rights*, for which the Board will set the exercise conditions Unusable authorization V during public share offers 23 Issuance by way of public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code of shares and/or securities giving access to the Company’s share capital* or giving entitlement to the allocation of debt securities with cancelation of PSR
Cap: five hundred V (500) million euros May not in any case V exceed the legally set limit for this type of offer (to date, 20% of the share capital per year) Issue to be counted V against the Global cap* and the ceiling of €500 million provided for by the resolution on issues by way of public offers (other than those referred to in Article L.411-2 of the French Monetary and Financial Code) of shares and/or securities giving access to the Company’s share capital or giving entitlement to the allocation of debt securities with waiver of PSR Caps provided V excluding any additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital*
Price of the shares V and securities giving access to the share capital* set in the same manner as for the 22nd resolution
Possibility of issuing V shares after the issue of securities giving access to the Company’s share capital by Subsidiaries* of your Company Possibility through a V public offer of issuing (i) securities giving access to equity securities to be issued by a Subsidiary* and/or (ii) shares giving access to equity securities existing or giving entitlement to the allocation of debt securities, from a third-party company Unusable authorization V during public share offers
Other information and comments 24 Issue of shares or securities giving access to the share capital* as compensation for contributions in kind relating to shares in unlisted companies 26 months Can be used for potential V external growth transactions 10% of the share V capital adjusted according to transactions affecting it after the date of this meeting Included in the ceiling V for the 22nd resolution and in the Global cap* Caps provided V excluding any additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital*
Determination V by your Board of the amount of the sums to be incorporated and the number of new equity securities and/or new nominal amount of existing equity securities
Agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related-Party Agreements Procedure. Finally, agreements between companies with common executive managers are also subject to the Related-Party Agreements Procedure. The prior approval of the Board of Directors is justified by an explanation of the agreement’s value for the Company, in particular by specifying the financial conditions attached.
Minimum Legal Price Minimum issue price stipulated by law on the date of issue, i.e. currently: For shares: weighted average of the prices of the last three trading sessions preceding the start of the public V offering, less a maximum discount of 10%, if necessary, after adjusting this average to take account of the difference between the vesting dates. For securities giving access to the share capital*: price set so that, for any share issued under securities giving V access to the share capital*, the total amount received by the Company in respect of these securities giving access to the share capital* is at least equal to the price of the share capital* regulatory minimum per share as determined in the previous point (as it was on the date of issue of the securities giving access to the share capital*).
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 570 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
In certain cases, your Board of Directors may institute a subscription right with over-subscription privileges for the benefit of the shareholders. If it were instituted, in the event that subscriptions on an irreducible basis (i.e., by exercise of preferential subscription rights) were insufficient, the unsubscribed equity securities would be allocated to the shareholders who subscribed with over-subscription privileges to a number of shares greater to the number to which they could subscribe on a preferential basis, in proportion to the subscription rights they have and in any case within the limit of their requests.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the management report and the report of the Statutory Auditors on the parent company financial statements for the fiscal year ended on December 31, 2020, hereby approves said parent company financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financial statements or summarized in these reports.
Third Resolution: Appropriation of earnings for the 2020 fiscal year and setting of the dividend
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, and having reviewed the management report, hereby: notes that the parent company financial statements finalized as ofV December 31, 2020, and approved by the shareholders at this meeting show earnings for the 2020 fiscal year of €142,691,880.31; notes that, after taking into account retained earnings ofV €3,250,193,296.65, and since the legal reserve is full (totaling more than 10% of the share capital) distributable earnings amounted to €3,392,885,176.96; resolves to appropriate the distributable earnings as follows:V
When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG (contribution sociale généralisée — general social security tax) is deductible from taxable income at a rate of 6.8%.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the special report of the Statutory Auditors on agreements subject to the provisions of Articles L.225-38 et seq. of the French Commercial Code, approves this report in all its provisions, as well as the new agreements to which it refers, authorized by the Board of Directors and entered into during the fiscal year ended on December 31, 2020.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby approves, pursuant to Article L.22-10-34 I of the French Commercial Code, the disclosures referred to in Section I of Article L.22-10-9 of the French Commercial Code, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the 2020 Natixis Universal Registration Document.
Sixth resolution: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during fiscal year 2020 or allocated for the same fiscal year to Laurent Mignon, Chairman of the Board of Directors, pursuant to Article L.22-10-34 II of the French Commercial Code
Seventh resolution: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during the period from January 1 to August 3, 2020 or allocated for the same period to François Riahi, Chief Executive Officer, pursuant to Article L.22-10-34 II of the French Commercial Code
Eighth resolution: Approval of the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during the period from August 3 to December 31, 2020 or allocated for the same period to Nicolas Namias, Chief Executive Officer, in application of Article L.22-10-34 II of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby approves, pursuant to Article L.22-10-34 II of the French Commercial Code, the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during the period from August 3 to December 31, 2020 or allocated in respect of the same period to Nicolas Namias, Chief Executive Officer, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the 2020 Natixis Universal Registration Document.
Ninth resolution: Approval of the compensation policy for the Chairman of the Board of Directors, pursuant to Article L.22-10-8 of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code, hereby approves the compensation policy for the Chairman of the Board of Directors, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the Natixis Universal Registration Document.
Combined General Shareholders’ Meeting of May 28, 2021 573NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Tenth resolution: Approval of the compensation policy for the Chief Executive Officer, pursuant to Article L.22-10-8 of the French Commercial Code
Eleventh resolution: Approval of the compensation policy for the members of the Board of Directors, pursuant to Article L.22-10-8 of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code, hereby approves the compensation policy for the members of the Board of Directors, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the Natixis Universal Registration Document.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby ratifies the co-opting by the Board of Directors at its meeting on June 23, 2020, of Catherine Leblanc as a director to replace Bernard Dupouy, who resigned, for the remainder of his term of office, i.e. until the adjournment of the 2023 General Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2022.
Fourteenth resolution: Ratification of the co-option of Philippe Hourdain as a director
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby ratifies the co-opting by the Board of Directors at its meeting on June 23, 2020, of Philippe Hourdain as a director to replace Thierry Cahn, who resigned, for the remainder of his term of office, i.e. until the adjournment of the 2022 General Shareholders’ Meeting held to approve the financial statements for the year ending December 31, 2021.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the report of the Board of Directors, resolves to reappoint Christophe Pinault as a director, following his resignation in order to promote the staggering of directors' terms of office, for a period of four (4) years ending with the adjournment of the General Shareholders’ Meeting called in 2025 to approve the financial statements for the fiscal year ended
Christophe Pinault indicated that he accepted this new mandate and that he did not hold any office and was not subject to any measure likely to prevent him from exercising it.
Seventeenth resolution: Appointment of Diane de Saint Victor as a director, following her resignation to promote the staggering of the directors' terms of office
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the report of the Board of Directors, resolves to reappoint Diane de Saint Victor as a director, following her resignation to promote the staggering of the directors' terms of office, for a period of four (4) years ending at the end of the General Shareholders' Meeting called in 2025 to approve the financial statements for the fiscal year ended December 31, 2024.
Eighteenth resolution: Appointment of Catherine Leblanc as a director, following her resignation to promote the staggering of the directors' terms of office
The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the report of the Board of Directors, resolves to reappoint Catherine Leblanc as a director, following her resignation to promote the staggering of directors’ terms of office, for a period of four (4) years ending at the close of the General Shareholders’ Meeting called in 2025 to approve the financial statements for the fiscal year ended December 31, 2024.
Nineteenth resolution: Authorization to be given to the Board of Directors for the Company to buy back its own shares
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the report of the Board of Directors, hereby authorizes the Board of Directors, which may further delegate said authority, pursuant to the provisions of Articles L.22-10-62 et seq. and L.225-210 et seq. of the French Commercial Code, to buy back the Company’s shares or to arrange for them to be bought back and: resolves that these shares may be purchased to:1)
market making for Natixis stock in the secondary market orV ensuring the liquidity of Natixis stock; award of free shares in accordance with the provisions ofV Articles L.225-197-1 et seq. and L.22-10-59 Et seq. of the French Commercial Code; or award or transfer shares to employees in connection withV their share of Company profits 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 implement any Company stock option plan in accordanceV with the provisions of Articles L.225-177 et seq. and L.22-10-56 et seq. of the French Commercial Code or any similar plan; or in general, honor obligations related to stock optionV programs or other share awards to employees or corporate officers of the issuer or a related company based on the provisions of Articles L.225-180 and L.225-197-2 of the French Commercial Code; or cancel all or a portion of the shares bought back accordingly;V or tender shares in connection with the exercise of rightsV 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 tender shares (for exchange, payment or another reason) inV connection with acquisitions, mergers, spin-offs or asset transfers.
This program is also intended to enable the Company to implement any market practices that might be permitted by the French Financial Markets Authority 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.
resolves that Company share purchases may relate to a2) number of shares such that: the first paragraph corresponds to the number of shares purchased, net of the number of shares resold during the authorization period; the number of shares that the Company buys during theV 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 specified 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 shares are bought back to promote liquidity under the conditions set out by the General Regulations of the French Financial Markets Authority, the number of shares taken into account to calculate the 10% limit provided for by the number of shares that the Company holds at any timeV whatsoever may 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 shares may3) 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, bonus 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 fully empowers the Board of Directors, which may further5) delegate said powers, 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 French Financial Markets Authority, 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.
This authorization is granted for a period of eighteen (18) months from this meeting. It voids from this day, as applicable, any unused part of any authorization previously delegated to the Board of Directors for the purpose of trading in the Company’s shares, particularly that given by the shareholders in the sixteenth resolution of the Combined General Shareholders’ Meeting of May 20, 2020.
Combined General Shareholders’ Meeting of May 28, 2021 575NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Twentieth resolution: Delegation to be given to the Board of Directors to reduce the share capital by canceling treasury shares
The maximum number of shares that may be canceled by the Company under this authorization, during a period of twenty-four months, is ten percent (10%) of the shares comprising the Company’s share capital, at any time, whether, it being noted that this limit applies to an amount of the Company’s share capital which will, if necessary, be adjusted to take into account transactions affecting the share capital subsequent to this General Shareholders’ Meeting.
This authorization is granted for a period of twenty-six (26) months from the date of this meeting.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority conditions for extraordinary shareholders' meetings, having reviewed the report of the Board of Directors, and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, and in particular L.225-129-2 of said Code, and with the provisions of Articles L.228-91 et seq. of the said Code: Delegates to the Board of Directors, with the option of1) subdelegation under the conditions laid down by law, its authority to decide to increase the share capital, on one or more occasions, in France or abroad, in the proportion and at the times determined at its discretion, either in euros or in any other currency or monetary unit established by reference to several currencies, through the issue of (i) shares, (ii) shares giving access to other shares, existing or to be issued, or giving entitlement to the allocation of debt securities of the Company and/or (iii) securities giving access to shares to be issued by the Company, issued for consideration or free of charge, governed by Articles L.228-91 et seq. of the French Commercial Code, it being specified that the subscription of shares and other securities may be made either in cash, or by offsetting receivables, or by capitalizing reserves, profits or premiums; Delegates to the Board of Directors, with the option of2) subdelegation under the conditions laid down by law, its authority to decide on the issuance (i) of securities giving access to equity securities to be issued by a company in which the Company owns, directly or indirectly, more than half of the share capital and/or (ii) shares of a third-party company giving access to existing equity securities or giving entitlement to the allocation of debt securities; Decides to set the following limits for the amounts of capital3) increases authorized in the event of use by the Board of Directors of this delegation of authority: the maximum nominal amount of capital increases that mayV be carried out immediately or in the future under this delegation is set at one and a half billion (€1.5 billion), the overall maximum nominal amount of capital increasesV that may be carried out immediately or in the future under this delegation and those granted pursuant to the 22nd, 23rd, 24th, 25th, 26th and 27th resolutions submitted to this meeting is set at one and a half billion (€1.5 billion), to these caps will be added, where applicable, the nominalV amount of shares to be issued in addition, in the event of new financial transactions, to preserve the rights of holders of securities giving access to the share capital,
Sets at twenty-six (26) months, as from the date of this4) meeting, the period of validity of the delegation of authority covered by this resolution; If the Board of Directors uses this delegation:5)
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, and in accordance with the provisions of Articles L.225-129 et seq. and L.22-10-49 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135, L.225-136, L.22-10-51, and L.22-10-52 of the said Code, and the provisions of Articles L.228-91 et seq. of the said Code: Delegates to the Board of Directors, with the option of1) subdelegation under the conditions set by law, its authority to decide to increase the share capital, in one or more installments, in the proportion and at the times it sees fit, in accordance with the law in France or abroad, through public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code, either in euros or in any other currency or monetary unit established by reference to several currencies, through the issue of (i) shares, (ii) shares giving access to other shares, existing or to be issued, or giving entitlement to the allocation of debt securities of the Company and/or (iii) securities giving access to shares to be issued by the Company, issued for consideration or free of charge, governed by Articles L.228-91 et seq. of the French Commercial Code, it being specified that shares and other securities may be subscribed either in cash, by offsetting receivables, or by incorporation of reserves, profits or premiums;
Twenty-fourth resolution: Delegation of authority to be given to the Board of Directors to issue shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities in return for contributions in kind relating to equity securities or securities giving access to the Company's share capital, with cancelation of preferential subscription rights
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, and in accordance with the provisions of Articles L.22-10-53 and L.225-147 of the French Commercial Code: Authorizes the Board of Directors, under the conditions set by1) law, to carry out a capital increase in one or more installments, up to a limit of 10% of the share capital at the time of issue, this percentage applying to capital adjusted according to transactions affecting it subsequent to this General Shareholders’ Meeting, to pay for contributions in kind granted to the Company and consisting of equity securities or securities giving access to the capital, where the provisions of Article L.22-10-54 of the French Commercial Code do not apply, through the issue, in one or more installments, of (i) shares, (ii) shares giving access to other shares, existing or to be issued, or giving entitlement to the allocation of debt securities of the Company and/or (iii) securities giving access to shares to be issued by the Company, it being specified that the maximum nominal amount of capital increases realized or likely to be realized in the future pursuant to this resolution shall be deducted from the nominal cap of the capital increases authorized by this meeting in paragraph 4 of 22nd resolution and the amount of the global cap provided for in paragraph 3 of the 21st resolution or, as the case may be, the amount of the caps provided for by resolutions of the same nature that may succeed said resolutions during the period of validity of this delegation; Decides that the Board of Directors may not, without prior2) authorization by the General Shareholders’ Meeting, make use of this delegation of authority as from the filing by a third party of a public offer for the Company’s securities until the end of the offer period; Decides that the Board of Directors shall have full powers,3) under the conditions set by law, to implement this resolution, in particular to: decide on the capital increase in consideration for theV contributions and determine the securities to be issued, approve the list of securities contributed, approve theV valuation of the contributions, set the conditions for the issue of the securities remunerating the contributions, as well as, where applicable, the amount of the balance to be paid, approve the granting of special benefits, and reduce, if the contributors so agree, the valuation of the contributions or the compensation of special benefits, determine the characteristics of the securities remuneratingV the contributions and determine the terms and conditions under which the rights of holders of securities giving access to the share capital will be ensured, if applicable, at its sole initiative, charge the costs of capital increases toV the amount of the related premiums and deduct from this amount the sums necessary to fund the legal reserve,
Twenty-fifth resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase by capitalizing reserves, profits, issue premiums, or other
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-130 and L.22-10-50 of the French Commercial Code: Delegates to the Board of Directors, with the option of1) subdelegation under the conditions set by law, its authority to decide to increase the share capital in one or more installments in the proportion and at the times it sees fit through the incorporation of reserves, profits, premiums or other line items that may be capitalized in accordance with the law and the Company bylaws, through the issue of new equity securities or an increase in the par value of existing equity securities or through a combination of these two methods. The nominal amount of capital increases likely to be carried out in this respect immediately or in the future may not exceed one and a half billion (€1.5 billion), it being specified that the maximum nominal amount of capital increases carried out or likely to be realized in the future under this resolution will be deducted from the amount of the overall cap provided for in paragraph 3 of the 21st resolution submitted to this meeting or, as the case may be, the amount of the overall ceiling that may be provided for by a resolution of the same nature that could succeed said resolution during the period of validity of this delegation; If the Board of Directors uses this delegation of authority,2) delegates to it all powers, with the option of subdelegation under the conditions set by law, to implement this delegation, to the effect in particular of: set the amount and nature of the sums to be incorporatedV into the share capital, set the number of new equity securities to be issued and/or the amount by which the par value of existing equity securities will be increased, set the date, even retroactive, as from which the nominal value of the new equity securities will carry dividend rights or that to which the increase in the nominal value of the existing equity securities will have effect, resulting from the sale will be allocated to the rights holders under the conditions provided for by law and regulations, decide, in the event of distribution of free equity securities,V that the fractional rights will not be negotiable and that the corresponding equity securities will be sold; the sums make any adjustments to take into account the impact ofV transactions on the Company’s share capital, in particular in the event of a change in the nominal value of the share, a capital increase by incorporation of reserves, or award of free shares or equity securities, division or consolidation of securities, distribution of reserves or any other assets, amortization of capital, or any other transaction affecting equity or capital (including by way of public offering and/or in the event of a change of control), and set the terms and conditions under which the rights of holders of securities giving access to the share capital will be ensured, if applicable, record the completion of each capital increase and make theV corresponding amendments to the bylaws, in general, enter into any agreement, take all measures andV carry out all formalities necessary for the issuance, listing and financial servicing of the securities issued under this delegation and for the exercise of the rights therein; Decides that the Board of Directors may not, without prior3) authorization by the General Shareholders’ Meeting, make use of this delegation of authority as from the filing by a third party of a public offer for the Company’s securities until the end of the offer period; Sets at twenty-six (26) months, as from the date of this4) meeting, the period of validity of the delegation of authority covered by this resolution; Decides that this delegation of authority supersedes, from this5) date, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the Combined General Shareholders’ Meeting of May 28, 2019 in its 31st resolution.
Twenty-seventh resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase, through the issue of shares or securities giving access to the share capital, reserved for members of savings plans with cancelation of preferential subscription rights in favor of the latter
The General Shareholders’ Meeting, deliberating in accordance with the conditions of 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 the provisions of Articles L.225-129-2, L.225-129-6, L.225-138 I and II, L.225-138-1, L.228-91 and L.228-92 of the French Commercial Code, and of Articles L.3332-18 to L.3332-24 of the French Labor Code: Delegates to the Board of Directors, with the option of1) subdelegation under the conditions set by law, its authority to decide to increase the share capital, in one or more installments, for a maximum nominal amount of fifty (50) million euros, through the issue of shares or securities giving access to the share capital, reserved for members of one or more employee savings schemes set up within a company or group of companies, whether French or foreign, falling within the scope of consolidation or combination of the Company’s financial statements pursuant to Article L.3344-1 of the French Labor Code; it being specified that (i) this resolution may be used for the purpose of implementing leverage formulas and (ii) the maximum nominal amount of capital increases carried out or likely to be carried out in the future under this delegation will be deducted from the global cap provided for in paragraph 3 of the 21st resolution submitted to this General Shareholders’ Meeting or, as the case may be, on the amount of the overall cap that may be provided for by a resolution of the same nature that may succeed said resolution during the period of validity of this delegation and is set without taking into account the par value of the shares to be issued to preserve, in accordance with the law and, where applicable, the contractual provisions providing for other cases of adjustment, the rights of the holders of securities giving access to the share capital; Sets at twenty-six (26) months, from the date of this meeting,2) the period of validity of the issuance delegation covered by this delegation; Decides that the issue price of the new shares will be equal to3) the average of the prices quoted during the twenty trading sessions preceding the day of the decision setting the opening date of the subscription, less the maximum discount provided for by law on the date of the decision of the Board of Directors, it being specified that the Board of Directors may reduce this discount if it deems it appropriate, in particular in the event of an offer to members of a company savings plan of securities on the international market and/or abroad in particular in order to meet the requirements of applicable local laws; Authorizes the Board of Directors to allocate, free of charge, to4) the beneficiaries indicated above, in addition to the shares or securities giving access to the share capital to be subscribed in cash, shares or securities giving access to the share capital to be issued or already issued, as a substitute for all or part of the discount and/or the matching contribution, it being understood that the benefit resulting from this allocation may not exceed the legal or regulatory limits applicable under Articles L.3332-11 and L.3332-21 of the French Labor Code; Decides to waive, in favor of the beneficiaries indicated above,5) the shareholders’ preferential subscription rights to shares and securities giving access to the share capital covered by this delegation, said shareholders also waiving, in the event of an award of free shares to the beneficiaries indicated below, any right to such shares or securities giving access to share capital, including the portion of reserves, profits or premiums incorporated into share capital to the extent of such award on the basis of this resolution; Authorizes the Board of Directors, under the conditions of this6) delegation, to sell shares to members of a company or group savings plan (or similar plan) as provided for by Article L.3332-24 of the French Labor Code, it being specified that the sale of shares carried out at a discount in favor of the members of one or more employee savings schemes referred to in this resolution will be deducted up to the nominal amount of the shares thus sold up to the caps referred to in paragraph 1 above; Decides that the Board of Directors shall have full powers to7) implement this delegation, with the option of subdelegation under the conditions set by law, within the limits and under the conditions specified above, in particular: to draw up, under the legal conditions, the list of companiesV whose beneficiaries indicated above may subscribe to the shares or securities giving access to the capital thus issued and, where applicable, benefit from the shares or securities giving access to the capital allocated free of charge, to decide that subscriptions may be made directly by theV beneficiaries, members of a company or group savings plan (or similar plan), or through company mutual funds or other structures or entities. permitted by applicable legal or regulatory provisions, determine the conditions, in particular regarding length ofV service, to be met by the beneficiaries of the capital increases, set the opening and closing dates for subscriptions, V
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary and extraordinary general shareholders' meetings, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all filings and formalities required by law.
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General Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31, 2020
On June 23, 2020, the Board of Directors authorized the signature of a partnership agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management (LBPAM), in the presence of Natixis, BPCE and La Banque Postale (LBP).
The purpose of this agreement is to formalize a partnership aimed at creating a leading European player in asset management by combining, within Ostrum Asset Management, the activities and expertise of euro rate and credit management, as well as the insurance management of Ostrum Asset Management and La Banque Postale Asset Management.
The agreement aims to combine, within Ostrum Asset Management, the core euro rate management activities and expertise, as well as the insurance management of Ostrum Asset Management and LBPAM.
Following the merger, Ostrum Asset Management will also have a technological and operational platform capable of meeting the needs of Ostrum Asset Management as well as providing services to certain affiliates of Natixis Investment Managers and LBP and to any third-party customers. This platform will have the following objectives: to offer insurance management at a competitive price and aV service to the best market standards; to offer its large clients core euro rate management with theV highest standards of operational efficiency to operate at a lower cost; to grow and welcome other customers outside the LBP and BPCEV groups; to be fully compliant with the principles of socially responsibleV investment.
The parties have agreed that following the merger, Ostrum Asset Management will retain the name of “Ostrum Asset Management.”
This partnership agreement was signed on June 28, 2020 for a completion date to be no later than October 31, 2020 and must be submitted for approval to the General Shareholders’ Meeting of May
continuation of this activity. In order to guarantee the proper functioning of the entity, all of these resources are transferred to BPCE-IT. This operation entails the automatic transfer of employment contracts under the conditions provided for in Article L.1224-1 of the French Labor Code for employees reporting to the IPS division of Natixis S.A., as well as the recovery of certain contracts with service providers of the “IPS division”. This mergerThe purpose of this agreement is to combine the Infrastructure, and all of these transactions would be effective as from January 1,Production and Security activities of Natixis (IPS) and BPCE-IT in 2021.order to optimize and improve the quality of IT production services provided to Natixis. The consolidation of the IT infrastructure, security and application production activities of Natixis S.A.’s Retail Banking sector within BPCE-IT aims to transfer the management of IT infrastructure, security and applicative production activities for Retail Banking from the Infrastructure, Production & Security division, known as the IPS division to BPCE-IT. This department brings together a set of employees and resources dedicated to the
This agreement was signed on December 18, 2020 and must be submitted for approval to the General Shareholders’ Meeting of May
On the day of the transaction, the companies Natixis, BPCE-IT and ALBIANT-IT have a common executive officer, Nicole Etchegoïnberry.
At its meeting of December 19, 2019, the Board of Directors authorized the following new partnership agreements between CNP Assurances, BPCE, Natixis S.A. and BPCE Vie: Agreement modifying the new partnership agreements entereda) into by CNP Assurances, BPCE, Natixis and BPCE Vie: this agreement modifies the Memorandum of Understanding reached in 2015 and several of the new partnerships enacted to implement it. As stated previously, this agreement, which entered into force on January 1, 2020, provides for the extension of the initial expiration date of the existing agreements (currently December 31, 2022) to December 31, 2030 with the possibility of renewing these agreements upon each expiration for successive three-year periods until 2052, and a change to the coinsurance breakdown for collective payment protection insurance, to be shared equally (50/50) between CNP Assurances and Groupe BPCE effective January 1, 2020; Amendment to the Tranche 1 new business reinsurance treaty,b) entered into by BPCE Vie and CNP Assurances in the presence of Natixis and pertaining to the quota share reinsurance of euro-denominated guarantees issued by BPCE Vie through BPCE Vie life insurance and accumulation contracts for retirement savings, distributed by entities within the Retirement Savings scope, except for the contracts identified in Article R.342-9 of the French Insurance Code (Code des assurances).
These agreements were approved by the May 20, 2020 General Shareholders’ Meeting.
Corporate officers concerned on the applicable date: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a Vice-Chairman of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
Negotiation Agreement relating to Natixis 2. selling the Securities & 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
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. Natixis would invest up to €2.5 billion over the duration of its New Dimension strategic plan, mainly in Asset Management, compared to the initial forecast of €1 billion.
This agreement was approved by the May 28, 2019 General Shareholders’ Meeting.
Corporate officers interested at the applicable date: Alain Denizot, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Philippe Sueur, a member of the Steering and Supervisory Board of Caisse d’Epargne Ile-de-France and a member of the Board of Directors of Natixis; and Sylvie Garcelon, Chief Executive Officer of Casden Banque Populaire and a member of the Board of Directors of Natixis.
Corporate officers concerned on the applicable date: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
The expenses recognized by Natixis in respect of this agreement amounted to €345,000.00 for fiscal year 2020.
This amendment changed the amount of Natixis’ compensation in order to take into account an additional cost that was not anticipated by the parties when the agreement was signed. The Board of Directors of Natixis considered that the agreement allows Natixis (EuroTitres department) 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.
This amendment was rejected by the May 23, 2017 General Shareholders’ Meeting.
Corporate officers concerned on the day the amendment to the compensation agreement was signed: BPCE, a Banque Palatine and Natixis director, as represented byV Marguerite Bérard-Andrieu on the Natixis Board of Directors.
determine, organize, and manage the contractual package formedV by the New Partnership Agreements, for which the Memorandum of Understanding is the umbrella agreement; determine the term of the New Partnership Agreements, namelyV 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 as of 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 PartnershipV Monitoring Committee (and of any potential sub-committees set up by the latter); and more broadly, organize and manage the relations between theV Parties under the Renewed Partnership.
Tranche 2 reinsurance matching agreement entered into by ABPV Vie, CNP Assurances and BPCE in the presence of Natixis, the aim of which is to determine the procedures for handling events: procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock), and the provision by BPCE to CNP Assurances of the list ofV customers covered, in accordance with the frequencies and the implementation of the tests required to ensure that theV determination and information exchange mechanisms provided for in said agreement can operate properly; EuroCroissance matching agreement entered into by CNPV Assurances, BPCE, and ABP Vie in the presence of Natixis, the aim of which is to determine the procedures for the management of events (procedures similar to those in the Tranche 2 reinsurance matching agreement).
Corporate officers concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances; Laurent Mignon, Chief Executive Officer of Natixis and a member of the Management Board of BPCE; Daniel Karyotis, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Didier Patault, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Pierre Valentin, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
These agreements were approved by the May 19, 2015 General Shareholders’ Meeting.
This agreement, signed on April 9, 2013, was approved by the May 21, 2013 General Shareholders’ Meeting.
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 588 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
The income recognized by the Natixis New York branch in respect of this agreement amounted to USD 466,730.00 for the fiscal year ended December 31, 2020.
Term of the agreement: the agreement will enter into effect for the parties as long as Natixis is affiliated with BPCE, as defined by the provisions of Article L.511-31 of the French Monetary and Financial Code.
This agreement was approved by the May 29, 2012 General Shareholders’ Meeting.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board andV Chairman of the Board of Directors of Natixis; Stève Gentili, a member of the BPCE Supervisory Board and NatixisV director; Didier Patault, a member of the BPCE Supervisory Board and NatixisV director; Bernard Jeannin, a member of the BPCE Supervisory Board andV Natixis director; Olivier Klein, a member of the BPCE Management Board and NatixisV director; Jean Criton, a member of the BPCE Supervisory Board and NatixisV director; Philippe Queuille, a member of the BPCE Management Board andV Natixis director; Philippe Sueur, Vice-Chairman of the Steering and SupervisoryV Board of Caisse d’Epargne Ile-de-France and Natixis director; BPCE, as represented by Nicolas Duhamel, Chief Financial OfficerV and a member of the BPCE Management Board and BPCE’s permanent representative on the Natixis Board of Directors.
This agreement was approved by the April 30, 2009 General Shareholders’ Meeting.
IXIS CIB (previously known as CDC Marchés and then as CDC IXIS Capital Markets) entered into a number of letters of joint and several commitment and guarantee between 1996 and 2004 with its various successive shareholders, namely the Caisse des Dépôts (CDC), CDC Finance-CDC IXIS (to which CNCE became the successor in interest following the merger dated December 31, 2004) and CNCE.
Similarly, IXIS CIB has entered into joint commitment letters and guarantees with its American 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.).
Combined General Shareholders’ Meeting of May 28, 2021 589NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Agreements made in favor of François 11. Riahi upon his appointment as Chief Executive Officer
On December 17, 2020, the Board of Directors noted that there is no longer any need to monitor the aforementioned agreements that have lapsed due to the termination of the term of office of Chief Executive Officer of François Riahi on August 3, 2020.
BPCE and permanent representative of BPCE at Natixis; Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Stéphanie Paix, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Laurent Mignon, Chief Executive Officer of Natixis and a member of the Management Board of BPCE; Marguerite Bérard-Andrieu, a member of the Management Board of
The Company did not change its name or means of identification during the year.
the provision of all investment services as defined in the French Monetary and Financial Code;V
the acquisition of interests in companies, groups or associations with a direct or indirect connection withV the activities referred to above; as well as; the execution of all private and commercial transactions.V
The following bylaws include: the amendment of Article 25 approved by the BoardV of Directors on February 11, 2021 in order to comply with Order no. 2020-1142 of September 16, 2020 creating a new chapter within the French Commercial Code relating to listed companies and requiring a change in codification. This amendment will be submitted for ratification by the Extraordinary General Shareholders' Meeting of May 28, 2021; the update of the share capital on March 1, 2021.V
Chapter I: Form of the Company – Name – Registered office – Term – Corporate purpose
the acquisition of interests in companies, groups or associationsV with a direct or indirect connection with the activities referred to above; and the execution of all private and commercial transactions.V
Any individual or legal entity owning directly or indirectly, alone or jointly, a fraction of 1% of the voting rights (on the basis of all the voting rights attached to the shares, including those deprived of voting rights), or any multiple of this percentage, shall notify the Company by registered letter with acknowledgement of receipt of the number of votes they possess. This notice must be made within a period of 15 days following each acquisition or sale of this fraction.
In the event of non-compliance with the notification requirement provided for in the previous paragraph and upon request, recorded in the minutes of the meeting from a shareholder representing at least 1% of the voting rights, the shares exceeding the fraction which should have been declared will lose their voting rights for a period of two years following the notification compliance date.
Article 6 – Indivisibility of shares The shares are indivisible from the Company’s perspective.
Article 9 – Structure of the Board of Directors The Company is managed by a Board of Directors, consisting of at least three (3) and no more than eighteen (18) directors, subject to the departures stipulated by law in the event of a merger.
The director appointed in this capacity sits on the Board of Directors and is entitled to vote. He or she is subject to the same rights and obligations as the Company’s other directors.
Directors are appointed for a term of four (4) years. They may be re-elected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year, held the year during which his/her term expires.
He sees to the smooth operation of the Company’s bodies and makes sure in particular that the directors are able to perform their duties.
Article 11 – Meetings of the Board of Directors The Board of Directors convenes as often as the Company’s11.1 interests and legal and regulatory provisions so require, upon notice from its Chairman either at the registered office or at any other location indicated in the notice, which may be sent by email.
Board Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by the oldest director or by one of the Vice-Chairmen, as the case may be.
The Board of Directors may delegate to any person of its choosing the necessary powers to complete, within a period of one year, the issue of such securities and to draw up the procedures.
Article 13 – Compensation of Board members The General Shareholders’ Meeting may grant the directors a fixed annual sum as compensation for their activities. The Board of Directors distributes this amount freely among its members.
The choice between these two methods for exercising Senior Management is made by the Board of Directors which may legitimately deliberate only if: the Agenda, containing this item, is sent out at least 15 days priorV to the Board Meeting; at least two thirds of the directors are present or represented.V
Article 16 – Deputy Chief Executive Officers On the proposal of the Chief Executive Officer, the Board of Directors may appoint one to five individuals selected from among the directors or outside their ranks, in charge of assisting the Chief Executive Officer, with the title of Deputy Chief Executive Officer.
Article 18 – Non-voting members The Ordinary General Shareholders’ Meeting may appoint one or more non-voting members.
Non-voting members are appointed for a term of four (4) years. A non-voting member’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year, held in the year during which his/her term expires. Non-voting members may be re-elected and may be dismissed by the General Shareholders’ Meeting.
They may be appointed temporarily by the Board of Directors subject to the ratification by the next General Shareholders’ Meeting.
Article 19 – Statutory Auditors One or several primary Statutory Auditors and, if applicable, one or several substitute Statutory Auditors, are appointed by the General Shareholders’ Meeting in accordance with the law. They are vested with the duties and powers conferred upon them by the laws in force.
Article 21 – Notices General Shareholders’ Meetings are convened by the Board of Directors or, failing this, under the conditions of Article L.225-103 of the French Commercial Code. Notices are made under the conditions determined by the regulations in force.
In accordance with Article R.225-85 of the French Commercial Code, the right to take part in the General Shareholders’ Meeting is subject to the registration of the shares in the accounts in the name of the shareholder or broker registered on his/her behalf on the second business day preceding the General Shareholders’ Meeting at twelve midnight, Paris time (D-2), or in the accounts of registered shares kept by the Company, or in the accounts of bearer shares kept by the authorized brokers.
With respect to holders of bearer shares, proof of their status as a shareholder must be provided directly to the centralizing body of the meeting by the authorized intermediaries holding their bearer share accounts. The intermediaries do so by producing a certificate that must be attached to the voting form or admission card request in the name of the shareholder or the name of the registered intermediary acting on behalf of the shareholder. A certificate is also delivered to shareholders who wish to attend the meeting in person and who have not received an admission card by D-2, twelve midnight Paris time.
Article 23 – Agenda The agenda is drafted by the author of the notice.
Article 24 – Conduct of General Shareholders’ Meetings Shareholders’ Meetings are chaired by the Chairman of the Board of Directors, or in the event of his absence, by one of the Deputy Chief Executive Officers, or by a director appointed by the General Shareholders’ Meeting.
Article 28 – Date of the meeting Shareholders are convened annually to an Ordinary General Shareholders’ Meeting by the Board of Directors, prior to the end of the fifth month following the close of the fiscal year, on the date, at the time and at the location stated in the notice of the meeting.
Article 29 – Prerogatives The Ordinary General Shareholders’ Meeting, which must be held annually, hears the report on the Company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations.
Article 30 – Prerogatives The Extraordinary General Shareholders’ Meeting may be convened at any time either by the Board of Directors or pursuant to any legal provision. It may amend any of the provisions of these bylaws. In particular, it can increase or reduce the share capital, extend the Company’s duration or decide its early dissolution. However, it cannot change the Company’s nationality or increase the shareholders’ commitments.
Chapter V: Fiscal year – Parent company financial statements – Appropriation and distribution of earnings
Article 31 – Fiscal Year The Company’s fiscal year begins on January 1 and ends on December 31.
Article 32 – Inventory – Annual financial statements Each quarter, a brief statement of the Company’s assets and liabilities is prepared. This statement is at the disposal of the Statutory Auditors and is published according to the laws in force.
Article 33 – Earnings for the fiscal year – Dividends From the earnings of each fiscal year, minus any losses carried forward as the case may be, at least 5% is levied to create the legal reserve. This levy ceases to be mandatory when said reserve reaches a sum equal to one-tenth of the share capital. It must be resumed when this reserve falls below one-tenth.
Article 34 – Equity below onehalf of the share capital If, due to losses recognized in the accounting documents, the Company’s equity falls below one-half of the share capital, the Board of Directors is required, within four months following the approval of the financial statements having revealed these losses, to convene the Extraordinary General Shareholders’ Meeting in order to decide whether it is fitting to dissolve the Company early.
Article 36 – Disputes Any dispute arising among the shareholders concerning the performance of these bylaws shall be submitted to the courts having jurisdiction where the Company has its registered office.
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.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 the scope of consolidation, and the management report presents a true picture of
This universal registration document is available in the “Our investors & shareholders” section of the Company’s institutional website, www.natixis.com.
Any person wishing to obtain additional information about Natixis can request documents free of charge and without obligation: by post: Natixis Communication financière – RelationsV investisseurs, Immeuble Arc-de-Seine, 30, avenue Pierre-Mendès-France 75013 Paris by e-mail: investorelations@natixis.comV
SECTION 1 PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERT REPORTS AND COMPETENT AUTHORITY APPROVAL 598
Item 1.3 Statement or report attributed to a person as an expert
Item 5.2 Main markets 4-5; 361 to 367; 604 234 to 239; 266 4-5; 345 to 347; 546
Item 6.1 Possible dependence on patents, licenses, industrial, commercial or financial contracts or new manufacturing processes.
Item 6.2 List of significant subsidiaries 392 to 403 371 to 383
Item 8.3 Information on the issuer’s borrowing needs and funding structure
Item 13.2 Total amounts paid or accrued by the issuer to provide pension, retirement or similar benefits.
Item 14.3 Information about the issuer’s Audit Committee and Compensation Committee
Cross-reference table of the universal registration document 603NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com 2020 universal registration document
Item 18.7 Significant changes in the issuer’s financial position 243; 245; 261-262
Item 19.2 Memorandum and bylaws 593 to 597 250 537 to 541
The information is available at the following link: rep_95757.html the parent company and consolidated financial statements for theV financial year ended December 31, 2017 appearing respectively on pages 344 to 381 and 194 to 337, the related Statutory Auditors’ reports on pages 382 to 386 and 338 to 343 of the Registration Document No. D. 18-0172 filed with the AMF on March 23, 2018.
The universal registration document is available for consultation on the AMF website (www.amf-france.org) and on the Natixis website (www.natixis.com).
Cross reference table for the annual financial report and the management report 605NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Statutory Auditors’ report on the parent company’s financial statements 450 to 454
Table summarizing the authorizations granted in respect of capital increases, in application of Articles L.225-129-1 and L.225-129-2 of the French Commercial Code and the use made of said powers in FY 2019. 547
Pursuant to Articles 212-13 and 221-1 of the AMF’s General Regulations, the universal registration document also contains the following information in respect of regulated disclosures.
Statutory Auditors’ special report on regulated agreements and commitments 584 to 589
Duty of Information (Article L. 225-102-4 of the French Commercial Code) 506 to 508
In application of Article L. 232-23 of the French Commercial Code, it is specified that the universal registration document contains the elements described on the following pages of this document: 2020 universal registration document
Statutory Auditors’ report on the consolidated financial statements 404 to 412
Management report (see the cross-reference table of the management report) 605
Proposed appropriation of net income submitted to the General Shareholders' meeting and appropriation resolution voted on (report of the Board of Directors to the General Shareholders' Meeting on the resolutions and draft resolutions) 559; 571
ACPR French prudential supervisory authority. French banking and insurance supervisory body for the banking and Insurance sector.
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.
AQR Asset quality review involves the supervisory assessment of risks, the actual review of the quality of assets and stress tests.
ARRCO Association for the Employee Complementary Pension Scheme (Association pour le Régime de Retraite Complémentaire des Salariés).
Back office An Administrative Department at a financial intermediary that performs support and post-trading functions.
Back testing A method of comparing observed actual losses with expected losses of a model.
BALO French Bulletin for Mandatory Legal Announcements (Bulletin des Annonces Légales Obligatoires).
A new development in banking prudential standards, which incorporated the lessons of the financial crisis of 2007-2008. They complement the Basel II agreements by reinforcing the quality and quantity of minimum capital that institutions must hold. 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.
Borrowing base lending A means of asset financing whereby the lender is routinely informed of the value of the borrower’s assets pledged as collateral.
CAGR Compound annual growth rate. Mean annual growth rate over a specified period.
CECEl The former French Credit Institutions and Investment Firms Committee (Comité des Établissements de Crédit et des Entreprises d’Investissement), which has since been incorporated into the Autorité de Contrôle Prudentiel et de Résolution (French Prudential Supervisory Authority).
CHSCT Comité d’Hygiène, de Sécurité et des Conditions de Travail (Committee for Hygiene, Safety and Working Conditions)
CMS Constant maturity swap, i.e. a swap that allows the buyer to exchange a short-term interest rate for a longer-term interest rate.
CNlL Commission Nationale de l’Informatique et des Libertés (an independent administrative authority protecting privacy and personal data)
Code of Conduct The Natixis Code of Conduct (Ethical Principles) reflects Natixis’ DNA. It gathers all of our rules of conduct and good practices in different areas: respect for client interests, professional ethics and accountability in relationships with colleagues, shareholders, etc. and, more broadly, with society, and protection of the reputation of Natixis and Groupe BPCE. The Code of Conduct applies to all Natixis employees, entities and affiliates over the world, across all business lines. It also applies to our suppliers and all our business partners in their dealings with Natixis.
Combined ratio Measure of an insurance company’s profitability expressed in terms of the ratio of total costs (incurred losses + expenses) divided by total revenue.
Cost/income ratio A ratio indicating the share of net banking income (NBI) used to cover operating expenses (the Company’s operating costs). It is calculated by dividing operating costs by net revenues.
CRD IV A European Directive that enacts the proposals of the Basel 3 framework into French law.
Credit default swap (CDS) A bilateral financial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn promises to compensate for any losses on a reference asset (a bond issued by a government, financial institution or company) upon the occurrence of a credit event (bankruptcy, default, deferred payment or restructuring). This is an insurance mechanism to protect against credit risk.
Deleveraging A reduction in banks’ use of leverage, achievable by various means but primarily by a reduction in the size of the balance sheet (by selling assets or slowing down new lending) and/or an increase in equity (through recapitalization or retaining earnings). This financial adjustment process often has negative implications for the real economy, particularly due to the narrowing of the credit channel.
Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act, more commonly known as the Dodd-Frank Act, is the US law on financial regulation adopted in July 2010 in response to the financial crisis. Broad in scope, the text addresses a wide range of subjects: establishment of a financial stability council, treatment of systemic institutions, regulation of the riskiest financial activities, regulation of derivatives markets, strengthening of the supervision of rating agency practices, etc. The US regulators (Securities and Exchange Commission, Commodity Futures Trading Commission, etc.) are currently working on the development of precise technical rules for these different topics.
DTAs Deferred Tax Assets, arising from temporary or timing differences between accounting expenses and tax liabilities.
DVA Debit Valuation Adjustment (DVA) is symmetrical to the CVA and represents the expected loss from the counterparty’s perspective on liability valuations of derivative financial instruments. It reflects the impact of the entity’s own credit quality on the valuation of these instruments.
EBA The European Banking Authority (EBA) was established by EU regulation on November 24, 2010. It took effect on January 1, 2011 in London, superseding the Committee of European Banking Supervisors (CEBS). This new body has an expanded mandate. It is in charge of harmonizing prudential standards, ensuring coordination among the various national supervisory authorities and performing the role of mediator. The goal is to establish a Europe-wide supervision mechanism without compromising the ability of the national authorities to conduct the day-to-day supervision of credit institutions.
An independent European supervisory authority located in Paris. On January 1, 2011, it replaced the Committee of European Securities Regulators (CESR). It forms part of the European System of Financial Supervision. Its expanded mandate includes the supervision of rating agencies in Europe and the development of technical standards for EU regulations on the functioning of the financial markets (EMIR, MiFID, the “Prospectus” Directive).
FBF French Banking Federation: A professional body that brings together all banking companies in France.
Fully-Loaded Indicates full compliance with Basel 3 solvency requirements (mandatory from 2019)
GRI Global Reporting Initiative: An organization consisting of stakeholders and partners (businesses, audit firms, human rights, environmental protection, and labor organizations, and government representatives) which has created a joint framework for the development of sustainability reporting.
IFRIC 21 International Financial Reporting Interpretations Committee (IFRIC) — IFRIC 21, adopted by the European Union in June 2014, is an interpretation of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets.”
IRRBB Interest rate risk in the banking book. IRRBB designates the current or future risk to which the bank’s capital and profits are exposed due to adverse interest rate fluctuations influencing positions in the banking book.
Loss ratio Total losses paid to settle claims divided by premiums paid
MDA Maximum Distributable Amount, a new provision for banks placing restrictions on their dividends, AT1 coupon and bonus payments (under a rule that tightens restrictions as banks deviate from their requirements), if the capital buffers are not met. As these buffers are on top of Pillars I and II, they apply immediately if the bank fails to comply with the combined requirements.
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 leverage ratio This ratio is calculated based on the rules set forth in the Delegated Act, without phase-in except for DTAs on tax-loss carryforwards and with the assumption of a roll-out for non-eligible subordinated notes under Basel 3 by eligible notes. Repo transactions with central counterparties are offset in accordance with IAS 32 rules without maturity or currency criteria. The ratio is presented after canceling transactions with affiliates, pending ECB authorization.
Natixis ROTE Natixis ROTE is calculated by taking as the numerator net income (Group share) excluding DSN interest expenses on preferred shares after tax. Equity capital is average shareholders’ equity group share as defined by IFRS, after payout of dividends, excluding average hybrid debt, average intangible assets and average goodwill.
Netting agreement A contract whereby two parties to a financial contract (forward financial instrument), securities loan or repurchase agreement agree to settle their reciprocal claims under these contracts through a single consolidated net payment, particularly in the event of default or contract termination. A master netting agreement extends this mechanism to different categories of transactions subject to different framework agreements through one all-encompassing contract.
New Dimension A strategic plan implemented by Natixis for the 2018-2020 period.
Phase-in Refers to compliance with current solvency requirements, in accordance with the transitional period for the implementation of Basel 3.
Pillar II Pillar II governs a prudential supervision process that complements and strengthens Pillar I. It includes: (i) the analysis by the bank of all its risks, including those already covered by Pillar I; (ii) the bank's estimate of its capital requirements to cover its risks; and (iii) the comparison by the banking supervisor of its own analysis of the bank’s risk profile with that carried out by the latter, with a view to adapting, if necessary, its prudential action by capital exceeding the minimum requirements or any other appropriate technique.
Document setting out, in qualitative and quantitative terms, the risks that the bank is prepared to take.
ROE (Return On Equity) Net income (excluding returns on hybrid securities recognized as equity instruments) divided by shareholders’ equity (restated for hybrid securities), used to measure the profit generated on capital.
SFEF Société de Financement de l’Économie Française (SPV set up by the French government to refinance French banks during the financial crisis).
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 (SRM): 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).
Stress test A bank stress test simulates the behavior of a bank (or group of banks) under extreme but realistic economic scenarios (i.e. worsened prospects for growth, unemployment and inflation) to assess whether the bank’s (or banks’) capital reserves are sufficient to absorb such a shock.
TSS Deeply subordinated notes, i.e. perpetual bonds with no contractual redemption commitment that pay interest in perpetuity. In the event of liquidation, they are repaid after other creditors (subordinated loans). These securities pay annual interest contingent on the payment of a dividend or the achievement of a specific result.
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 a few days).
This document is printed in compliance with ISO 14001:2004 for an environmental management system.
The tours Duos, future headquarters of Natixis and BPCE to the east of Paris, represent the construction of a new model, of a progressive new course of action devoted to the support of our clients.