V May authorize the issue of shares or securities giving access to the Company’s capital* to be issued following the issue of securities giving access to your Company’s capital by Subsidiaries*
V As stipulated by law, this delegation of authority cannot apply to consideration provided in connection with a public exchange offer initiated by your Company (see resolution Ten)
V Three (3) billion euros V Ceiling included in the Overall Ceiling*
V Determination by your Board of Directors of the amounts to be incorporated and of amount of new share capital and/or the new par value of existing share capital
V For each issue, ceiling equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue)
V Forty-eight (48) million euros V Ceiling included in the Overall Ceiling*
V Price set by your Board of Directors within the limit of a minimum issue price for shares or securities giving access to share capital of: V 80% of the Reference Price* V 70% of the Reference Price* when the lock-up period defi ned in the plan is ten years or longer
The agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related Parties Agreements Procedure. Finally, agreements between companies with offi cers in common are also subject to the Related Parties Agreements Procedure.
PSRs is the acronym for “preferential subscription rights”. For a description of preferential subscription rights and a presentation of reasons for requesting that these preferential subscription rights are waived, see the paragraph entitled “Renewal of fi nancial authorizations and delegations”.
V the Company may issue debt securities as a consideration for interest, the payment of which may have been suspended by the Company; or
V the securities may also be repurchased on the stock market or in the context of a purchase or exchange offer by the Company.
V Delegation to be granted to the Board of Directors to reduce share capital by canceling treasury shares; V Delegation of authority to be granted to the Board of Directors in order to carry out a capital increase, through the issue – with preferential subscription rights – of shares and/ or securities giving access to the capital of the Company and/ or the issue of securities entitling holders to the allotment of debt securities; V Delegation of authority to be granted to the Board of Directors in order to carry out a capital increase through the issue – with waiving of preferential subscription rights – of shares and/or securities giving access to the capital of the Company and/or the issue of securities entitling holders to the allotment of debt securities; V Determination of the share issue price, within the limit of 10% of the share capital per year, as part of a capital increase through the issue of shares - with waiving of preferential subscription rights; V Delegation of authority to be granted to the Board of Directors in order to carry out a capital increase through the issue – with waiving of preferential subscription rights – of shares and/or securities giving access to the capital of the Company through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code; V Authorization to be granted to the Board of Directors to issue shares of securities giving access to the share capital with waiving of preferential subscription rights as remuneration for contributions in kind involving share capital or securities giving access to share capital; V Delegation of authority to be granted to the Board of Directors to increase the share capital via the incorporation of premiums, reserves, retained earnings or other items; V Delegation of authority to be granted to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without waiving of preferential subscription rights; V Delegation of authority to be granted to the Board of Directors to increase the share capital via the issue of shares or securities giving access to the share capital reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members; V Authorization to be granted to the Board of Directors to award free shares to employees and corporate officers of the Company and related companies; V Powers to complete formalities.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby notes that the fi nancial statements fi nalized as of December 31, 2012 and approved by the shareholders at this meeting show earnings for the fi scal year of €907,172,429.97 , and that, taking into account the retained earnings of €523,181,556.29 , distributable earnings amount to €1,430,353,986.26 , the appropriation of which is submitted for the approval of the shareholders at today’s meeting.
The shareholders hereby resolve to distribute an aggregate dividend of €308,621,479.40 by appropriating from distributable earnings.
The dividend will be detached from the share on May 24, 2013 and paid starting on May 29, 2013. In the event the Company should hold some of its own shares upon payment of these dividends, the amounts corresponding to the unpaid dividends for these shares will be appropriated to retained earnings.
LEGAL INFORMATION6 Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 Resolution fi ve (Approval of the co-opting of Thierry Cahn as Director)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, approves the co-opting on January 28, 2013 by the Board of Directors of Thierry Cahn as Director, to replace Philippe Queuille, who resigned, for the remainder of the term of offi ce of the latter, i.e. until the General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year ending December 31, 2014.
XX has already indicated that he/she accepts this appointment and that he/she does not hold any offi ce, and is not subject to any measure likely to prevent him/her from performing this role.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-209 et seq. of the French Commercial Code, hereby authorizes the Board of Directors, with the right to sub-delegate said powers under the conditions established by law, to buy back the Company’s shares or to arrange for them to be bought back and: 1) resolves that these shares may be purchased so as to: R implement any Company stock option plan in accordance with the provisions of Articles L.225-177 et seq. of the French Commercial Code or any similar plan; or
R in general, honor obligations related to stock option programs or other share allocations to employees or corporate offi cers 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
R promote Natixis shares in the secondary market or the liquidity of the Natixis share through an investment services provider in connection with a liquidity contract that meets the terms of the compliance charter recognized by the Autorité des Marchés Financiers (AMF - French Financial Markets Authority) .
This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release; 2) resolves that Company share purchases may relate to a number of shares such that: R the number of shares that the Company buys during the buyback program may not, at any time, exceed 10% of the shares comprising the Company’s share capital, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this General Shareholders’ Meeting. It is specifi ed that (i) the number of shares acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer may not exceed 5% of its share capital; and (ii) when the shares are bought back to promote liquidity under the conditions set out by the General Regulations of the AMF, the number of shares taken into account to calculate the 10% limit provided for by the fi rst paragraph corresponds to the number of shares purchased, net of the number of shares resold during the authorization period; * At the time of printing this registration document, the name of the independent director whose appointment will be submitted to shareholders for voting has not yet been approved. Please refer to the Notice of Meeting for the Natixis General Shareholders’ Meeting, which will be available on the Natixis website (www.natixis.com).
The maximum purchase price under this resolution will be fi ve (5) euros per share (or the equivalent value of this amount on the same date in any other currency). This maximum price applies only to pu rchases decided from the date of this meeting and not to forward transactions entered into by virtue of an authorization given at a previous General Shareholders’ Meeting and providing for purchases of shares subsequent to the date of this meeting. The shareholders delegate to the Board of Directors, in the event of a change in the par value of the share, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, 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 so as to take into account the impact of these transactions on the share value.
Resolution nine (Delegation to be granted to the Board of Directors to reduce share capital by canceling treasury shares)
The capital reduction may not involve more than ten percent (10%) of the Company’s share capital in any given 24-month period. This upper limit applies to the share capital of the Company after any adjustment that may be made to refl ect the impact of capital transactions that are carried out after the date of this Shareholders’ Meeting.
The Shareholders’ Meeting hereby fully empowers the Board of Directors for the purposes of canceling shares and reducing the share capital as per the terms of this authorization, and accordingly amend the bylaws and complete all related formalities.
This authorization is granted for a period of twenty-six (26) months from this meeting. It voids, from this day, as applicable, any unused part of any prior delegated power given to the Board of Directors to reduce share capital by canceling treasury shares, particularly that given by the shareholders in the Combined General Shareholders’ Meeting of May 26, 2011 in resolution Eleven.
LEGAL INFORMATION6 Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 Resolution ten (Delegation of authority to be granted to the Board of Directors in order to increase the share capital, through the issue – with preferential subscription rights – of shares and/or securities giving access to the capital of the Company and/or the issue of securities entitling holders to the allotment of debt securities)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors’ report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Article L.225-1922 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: 1) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing, either in euros or in any other currency or currency unit established by reference to more than one currency, by issuing shares (with the exclusion of preference shares) or securities giving access to the capital of the Company (in new or existing shares), issued for valuable consideration or free of consideration, governed by Articles L.228-91 et seq. of the French Commercial Code, it being stipulated that subscription for such shares or other securities may be in cash, by offset of debt, or by capitalization of reserves, retained earnings or premiums or, under the same conditions, to decide to issue securities granting a right to debt securities governed by Articles L.228-91 et seq. of the French Commercial Code; 2) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to issue securities giving access to the capital in companies in which it holds, either directly or indirectly, more than half of the share capital; 3) decides to set the following limits to capital increases authorized in the event of use by the Board of Directors of this delegation: R the par value ceiling for capital increases likely to be carried out immediately or in the future pursuant to this delegation of authority is set at three (3) billion euros , it being noted that the overall par value ceiling for capital increases likely to be carried out pursuant to this delegation of authority and those authorized pursuant to resolutions Eleven, Twelve, Thirteen, Fourteen, Fifteen, Sixteen, Seventeen and Eighteen of this Shareholders’ Meeting is set at three (3) billion euros ; R where applicable, the par value of additional shares that may be issued, in the event of new fi nancial transactions, to maintain the rights of bearers of securities giving access to the share capital, will be added to the limits set above; 4) establishes the effective period of the authorization provided in this resolution at twenty-six (26) months from this Shareholders’ Meeting; 5) in the event of use by the Board of Directors of this delegation: R decides that the issue or issues shall preferably be reserved for the shareholders that might subscribe to shares on an irreducible basis in proportion to the number of shares owned by them at the time; R recognizes that the Board of Directors may introduce a reducible subscription right; R recognizes that this delegation of authority unconditionally and expressly waives, in favor of the holders of the securities to be issued giving access to the Company’s capital, the shareholders’ preferential subscription rights in respect of the shares to which said securities will give entitlement immediately or at some future date; R recognizes that, pursuant to Article L.225-134 of the French Commercial Code, if irreducible subscriptions and any reducible subscriptions do not absorb the entire capital increase, the Board of Directors may use some or all of the following rights, subject to applicable law and in whatever order it determines: R limit the capital increase to the amount of the subscriptions on condition that such amount is equal to at least threequarters of the capital increase decided upon,
R decides that the issue of warrants on the shares of the Company could also be carried out through free allocation to the holders of existing shares, it being stipulated that the Board of Directors will have the power to decide that fractional allotment rights will not be negotiable and that the corresponding securities will be sold; 6) decides that the Board of Directors will have all necessary powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: R decide on a capital increase and determine the securities to be issued; R decide on the amount of the capital increase, the issue price as well as the amount of any premium that may be required on issuance; R set the dates and terms of the capital increase, the nature, amount and characteristics of the securities to be created; additionally, in the case of bonds or other debt securities
(including securities granting a right to debt securities set out in Article L.228-91 of the French Commercial Code), to decide whether they should be subordinated or not (and, if applicable, their level of subordination, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (fi xed or variable rate of interest, zero coupon or indexed) and provide for obligatory or optional cases for the suspension or non-payment of interests, fi x their maturity (fi xed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of their issue (including the granting of guarantees or security interests) and amortization (including redemption by delivery of assets of the Company); where applicable, these securities may carry warrants providing entitlement to the allotment, purchase or subscription of bonds or other debt securities, or provide for an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interest the payment of which may have been suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or remuneration or of other rights such as indexation or options possibilities); amend, during the term of the securities concerned, the terms referred to above, in compliance with applicable formalities; R determine the procedure for paying up the shares or the securities giving access to the share capital to be issued immediately or in the future; R set terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including by delivery of Company assets such as securities already issued by the Company) attached to the shares or securities giving access to the share capital and, in particular, set the date, which may be retrospective, from which the new shares will rank for dividend, and all other terms and conditions for the completion of the capital increase; R set terms under which the Company may buy back or exchange on the market, at any time or during specifi c time periods, the securities issued or to be issued immediately or in the future, with the view to canceling such securities or not, taking into account the applicable legal provisions; R allow for the option of suspending the exercise of the rights attached to such securities in compliance with the relevant laws and regulations; R at its sole discretion, charge expenses relating to a capital increase to the premiums on this transaction and drawing from the same amounts the necessary sums for the legal reserve; R determine and make all adjustments as may be required as a result of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of dividends, reserves or premiums or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set all other terms on which any rights of holders of securities giving access to the share capital are to be preserved (including through cash adjustments); R duly record the completion of each capital increase and modify the bylaws accordingly; R in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures and carry out all formalities appropriate for the issue, listing and fi nancial servicing of the shares or securities issued pursuant to this delegation of authority and for the exercise of the rights attached thereto; 7) recognizes that this delegation of authority voids, from this day, as applicable, any unused part of any prior delegated power for the same purpose, i.e. all delegated powers to increase capital with preferential subscription rights, covering the securities and transactions mentioned in this resolution, in particular the delegation of authority granted by the Combined General Shareholders’ Meeting on May 26, 2011 in resolution Thirteen; 8) recognizes that, in the event that the Board of Directors uses the delegation of authority granted to it in this resolution, the Board of Directors will report to the next Ordinary General Shareholders’ Meeting, in accordance with the laws and regulations, on the use made of the authorizations granted by these resolutions.
Resolution eleven (Delegation of authority to be granted to the Board of Directors in order to carry out a capital increase through the issue - with waiving of preferential subscription rights – of shares and/or securities giving access to the capital of the Company and/or the issue of securities entitling holders to the allotment of debt securities)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors’ report and the Statutory Auditors special report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Article L.225-129-2, L.225-135, L.225-136 and L.225-148 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: 1) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing, pursuant to the provisions of Article L.233-32 of the French Commercial Code, in France or in foreign countries, by public offer either in euros or in any other currency or currency unit
LEGAL INFORMATION6 Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 12) recognizes that, in the event that the Board of Directors uses the delegation of authority granted to it in this resolution, the Board of Directors will report to the next Ordinary General Shareholders’ Meeting, in accordance with the laws and regulations, on the use made of the authorizations granted by this resolution.
Resolution thirteen (Delegation of authority to be granted to the Board of Directors in order to carry out a capital increase through the issue – with waiving of preferential subscription rights – of shares and/or securities giving access to the capital of the Company through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code)
This decision unconditionally and expressly waives, in favor of the holders of the securities that may be issued by companies belonging to the Group , the shareholders’ preferential subscription rights in respect of the shares or securities giving access to the capital of the Company to which said securities will give entitlement; 3) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to issue securities giving access to the capital in companies in which it holds, either directly or indirectly, more than half of the share capital; 4) decides to set the following limits to capital increases authorized in the event of use by the Board of Directors of this delegation: R the total par value of capital increases which may be effected pursuant to this delegation of powers, immediately or in the future, may not exceed three (3) billion euros , with this amount subject to the overall limit set out in paragraph three of resolution Ten or, where applicable, to the amount of an overall limit stipulated by any similar resolution that
Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 may supersede said resolution during the period of validity of this delegation; R the issue of shares pursuant to this delegation of authority may under no circumstance exceed the limits specifi ed by the applicable legislation at the date of the issue (currently 20% of the share capital per year); and
R where applicable, the par value of shares that may be issued, in the event of new fi nancial transactions, to maintain the rights of holders of securities giving access to the share capital, will be added to the limits set above; 5) establishes the effective period of the authorization provided in this resolution at twenty-six (26) months from this Shareholders’ Meeting; 6) decides to waive the preferential subscription rights of shareholders to the securities covered by this resolution; 7) recognizes that if the subscriptions do not absorb the entire issue, the Board of Directors may limit the issue to the amount of subscriptions received providing that this amount reaches at least three quarters of the issue decided upon; 8) recognizes that this delegation of authority unconditionally and expressly waives, in favor of the holders of the securities to be issued giving access to the Company’s capital, the shareholders’ preferential subscription rights in respect of the shares to which said securities will give entitlement; 9) recognizes that, pursuant to Article L.225-136 1, paragraph 1 of the French Commercial Code: R the issue price of shares issued directly will be at least equal to the minimum stipulated by the applicable regulations on the date of the issue (currently, the average weighted market price during the three trading days on the Euronext Paris regulated exchange prior to the date on which the subscription price for the capital increase is determined less, where necessary, a maximum discount of 5%), after, where applicable, any corrections to this average in the event of a difference in the effective dates; R the issue price of securities giving access to the share capital and the number of shares to which the conversion, redemption or other transformation of each such security giving access to the share capital may give rise will be such that the amount immediately received by the Company together with any amount it may later receive is, for each share issued as a consequence of the issue of these securities, at least equal to the minimum subscription price as provided for in the previous paragraph; 10) decides that the Board of Directors will have all necessary powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: R decide on a capital increase and determine the securities to be issued; R decide on the amount of the capital increase, the issue price as well as the amount of any premium that may be required on issuance; R set the dates and terms of the capital increase, the nature and characteristics of the securities to be created; additionally, in the case of bonds or other debt securities (including securities granting a right to debt securities set out in Article L.228-91 of the French Commercial Code), to decide whether they should be subordinated or not (and, if applicable, their level of subordination, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (fi xed or variable rate of interest, zero coupon or indexed) and provide for obligatory or optional cases for the suspension or non-payment of interests, fi x their maturity (fi xed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of their issue (including the granting of guarantees or security interests) and amortization (including redemption by delivery of assets of the Company); where applicable, these securities may carry warrants providing entitlement to the allotment, purchase or subscription of bonds or other debt securities, or provide for an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interest the payment of which may have been suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or remuneration or of other rights such as indexation or options possibilities); amend, during the term of the securities concerned, the terms referred to above, in compliance with applicable formalities; R determine the procedure for paying up the shares or the securities giving access to the share capital to be issued immediately or in the future; R set terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including by delivery of Company assets such as treasury shares or securities already issued by the Company) attached to the shares or securities giving access to the share capital and, in particular, set the date, which may be retrospective, from which the new shares will rank for dividend, and all other terms and conditions for the completion of the capital increase; R set terms under which the Company may buy back or exchange on the market, at any time or during specifi c time periods, the securities issued or to be issued immediately or in the future, with the view to canceling such securities or not, taking into account the applicable legal provisions;
LEGAL INFORMATION6 Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 R allow for the option of suspending the exercise of the rights attached to securities issued in accordance with the relevant laws and regulations; R at its sole discretion, charge expenses relating to capital increases to the premiums on these transactions and drawing from the same amounts the necessary sums for the legal reserve; R determine and make all adjustments as may be required as a result of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set the other terms on which any rights of holders of securities giving access to the share capital are to be preserved; R duly record the completion of each capital increase and modify the bylaws accordingly; R in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures and carry out all formalities appropriate for the issue, listing and fi nancial servicing of the shares or securities issued pursuant to this delegation of authority and for the exercise of the rights attached thereto; 11) recognizes that this delegation of authority does not void resolution Eleven of this Shareholders’ Meeting covering public offers, the validity and duration of which is not affected by this authorization; 12) recognizes that this delegation of authority voids, from this day, as applicable, any unused part of any prior delegation of authority for the same purpose, i.e. all delegations of authority to increase capital through an offer as set out in Article L.411-2 of the French Monetary and Financial Code covering the securities and transactions mentioned in this resolution, in particular the delegation of authority granted by the Combined General Shareholders’ Meeting on May 26, 2011 in resolution Sixteen; Resolution fourteen (Authorization to be granted to the Board of Directors to issue shares or securities giving access to the share capital with waiving of preferential subscription rights as remuneration for contributions in kind involving share capital or securities giving access to share capital)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-147, paragraph six of the French Commercial Code: 1) authorizes the Board of Directors, in accordance with the provisions of law, to carry out, on one or several occasions, a capital increase of up to 10% of the share capital at the time of the issue, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this Shareholders’ Meeting, with a view to remunerating contributions in kind granted to the Company and consisting of share or securities giving access to the share capital, whenever the provisions of Article L.225-148 of the French Commercial Code do not apply, through the issue, on one or several occasions, of shares (excluding preference shares) or securities giving access to the capital of the Company, it being noted that the total par value of capital increases which may be effected pursuant to this resolution, immediately or in the future, will be deducted from the par value for capital increases with waiving of preferential subscription rights authorized by this Shareholders’ Meeting in paragraph four of resolution Eleven and from the overall ceiling provided for in paragraph three of resolution Ten or, where applicable, from the overall ceilings stipulated by any similar resolution that may supersede said resolutions during the validity period of this delegation of authority; 2) decides that the Board of Directors will have all necessary powers, in accordance with the provisions of law, to put this resolution into effect, in particular to: R decide on the capital increase to be made as consideration for the assets transferred to the Company and determine the nature of the securities to be issued; R establish the list of securities to be contributed, approve the valuation of the contributions, set the terms of the issue of securities made as consideration for said contributions, as well as where applicable the amount of the cash adjustment to be paid, approve the granting of specifi c benefi ts and reduce, subject to the transferors’ consent, the valuation of the contributions or the consideration for specifi c benefi ts; R determine the characteristics of the securities to be issued as consideration for the contributions in kind and set the terms on which any rights of holders of securities giving access to share capital are to be preserved; R at its sole discretion, charge expenses relating to capital increases to the premiums on these transactions and draw from the same amounts the necessary sums for the legal reserve; R duly record the completion of each capital increase and modify the bylaws accordingly; R in general, take all measures and carry out all formalities appropriate for the issue, listing and fi nancial servicing of
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Article L.225-130 of the French Commercial Code: 1) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing via the capitalization of premiums, reserves, retained earnings or other items for which this is allowable under general law and the Company bylaws, by the issue of new share capital or by raising the par value of existing shares, thereby increasing the par value of the share capital, or by a combination of these two methods. The total par value of capital increases which may be effected pursuant to this delegation of authority may not exceed three (3) billion euros , with this amount subject to the overall ceiling set out in paragraph three of resolution Ten of this Shareholders’ Meeting or, where applicable, to the amount of an overall ceiling stipulated by any similar resolution that may supersede said resolution during the period of validity of this delegation; 2) in the event that this delegation of authority is used by the Board of Directors, delegates all authority to the latter, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: R defi ne the amount and the nature of the amounts to be incorporated in the share capital, set the number of new shares to be issued and/or the amount by which the par value of existing shares will be increased, to determine the date from which new shares carry rights, even retrospectively, or the date on which an increase in par value takes effect; R decide, in the case of distributions of free capital shares: R that rights not representing a whole number of shares may not be traded and that the shares concerned are to be sold, with the proceeds of the sale being allocated to the holders of such rights in accordance with legal and regulatory requirements,
R that the shares issued by virtue of this delegation of authority in respect of existing shares enjoying double voting rights will enjoy this same right from the time of issue; R make all adjustments as may be required as a result of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set the other terms on which any rights of holders of securities giving access to the share capital are to be preserved; R duly record the completion of each capital increase and modify the bylaws accordingly; R in general, enter into any agreements, take all measures and carry out all formalities appropriate for the issue, listing and fi nancial servicing of the shares or securities issued pursuant to this delegation of authority and for the exercise of the rights attached thereto; 3) establishes the effective period of the authorization provided in this resolution at twenty-six (26) months from this Shareholders’ Meeting; 4) recognizes that this delegation of authority voids, from this day, as applicable, any unused part of any prior delegated authority for the same purpose, i.e. all delegated authority to increase capital via the incorporation of premiums, reserves, retained earnings or other items, in particular the delegation of authority granted by the Combined General Shareholders’ Meeting on May 26, 2011 in resolution Eighteen; Resolution sixteen (Delegation of authority to be granted to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without waiving of preferential subscription rights)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors
LEGAL INFORMATION6 Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 and the Statutory Auditors’ special report, in accordance with the provisions of Article L.225-135-1 of the French Commercial Code: 1) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the number of securities to be issued in the event of an increase in the Company’s share capital with or without preferential subscription rights, at the same price as that chosen for the initial issue, within the periods and limits specified by applicable legislation at the date of the issue (currently, within thirty days of the subscription closing date and within the limit of 15% of the initial issue), in particular with a view to granting a greenshoe option in accordance with market practices; 2) decides that the par value of capital increases decided on by this resolution will be taken into account in the amount of the ceiling applicable to the initial issue and in the amount of the overall ceiling mentioned in paragraph three of resolution Ten of this Shareholders’ Meeting or, where applicable, in the amount of the overall ceilings described by similar resolutions which may replace said resolutions during the valid term of this delegation of authority; 3) establishes the effective period of the authorization provided in this resolution at twenty-six (26) months from this Shareholders’ Meeting.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with Articles L.225-197-1 et seq. of the French Commercial Code: R authorizes the Board of Directors to allocate, on one or more occasions, both in France and in foreign countries, free new or existing Natixis shares to categories of benefi ciaries to be determined by it from the employees of the Company or related companies or groups, in accordance with conditions set out in Article L.225-197-2 of the French Commercial Code, or to corporate offi cers referred to in Article L.225-197-1 (II) of the same Code; R approves the delegation of authority to be granted to the Board of Directors to decide on the identity of the benefi ciaries within the categories referred to above, the number of free shares that may be allocated to each of them, as well as the conditions and, where applicable, the allocation criteria for these shares; R decides that the total number of free existing or new Natixis shares to be allocated cannot exceed 5% of the Company’s share capital at the date on which the Board of Directors decided to allocate them, it being noted that new shares already allocated by the Board of Directors at this date will not be taken into consideration for the calculation of this 5% threshold; R decides that the total par value of capital increases which may be effected pursuant to this delegation of authority, immediately or in the future, may not exceed 246 (two hundred forty-six) million euros, with this amount subject to the overall ceiling of three ( 3) billion euros set out in paragraph three of resolution Ten or, where applicable, to the amount of an overall ceiling stipulated by any similar resolution that may supersede said resolution during the period of validity of this delegation;
(iv) enter into any agreements, establish all documents, duly record the completion of capital increases carried out under this delegation of authority and following definitive allocations, accordingly amend, where applicable, the bylaws, complete all related acts, formalities and declarations to the relevant bodies and, in general, do all things necessary.
7.1 STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 444 7.2 DOCUMENTS AVAILABLE TO THE PUBLIC 445 7.3 ANNUAL INFORMATION REPORT 446 7.3.1 Information published with the AMF 446 7.3.2 Issues and prospectuses 447 7.3.3 Information published in the “BALO” 447 7.3.4 Filings with the Clerk of the Paris Tribunal de Commerce 447 7.3.5 Information published in the French offi cial legal announcement publication 448 7.3.6 Investors presentations 448 7.3.7 Information published in the French offi cial legal announcement publication 448
Available on the Natixis website www.natixis.com under Investor Relations / Regulated Information in France and on the Autorité des Marchés Financiers website www.amf-france.org: Date of publication Document description 03.12.2012 Number of shares and voting rights in February 29, 2012 03.23.2012 2011 registration document and Annual Financial Report 04.11.2012 Number of shares and voting rights in March 31, 2012 04.17.2012 Press releases: Preparation of Q1-12 fi nancial disclosures
Published on the Autorité des Marchés Financiers website ( www.amf-france.org) and mentioned by the Autorité des Marchés Financiers (AMF).
ADDITIONAL INFORMATION7 Annual information report 7.3.5 INFORMATION PUBLISHED IN THE FRENCH OFFICIAL LEGAL ANNOUNCEMENT
Documents published in the legal announcement publication “Les Petites Affiches” and “le Journal Spécial des Sociétés”.
Prepared for conferences, investors days or corporate events, available on the Natixis website www.natixis.com/under Investor Relations/Specific Presentation.
Dates Presentations 09.19.2012 Cheuvreux Conference 7.3.7 INFORMATION PUBLISHED IN THE FRENCH OFFICIAL LEGAL ANNOUNCEMENT PUBLICATION
1) The monthly statements concerning the total number of shares and voting rights are published on the Natixis website www.natixis.com under Investor Relations / Regulated Information in France / Statements on Share Capital and Voting Rights.
Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations n/a 10.5.
Information regarding the anticipated sources of funds needed to fulfi ll commitments referred to in items 5.2. and 8.1 214-215; 219 11. Research and development, patents and licenses 187 12. Trend information 10 to 32; 146 to 148 13. Profi t forecasts or estimates n/a 14. Administrative, management, and supervisory bodies and Executive Management 14.1. Administrative bodies 73 to 108; 125 to 139 14.2. Administrative, management, and supervisory bodies and Executive Management confl icts of interest 124 15. Compensation and benefi ts 15.1. Amount of compensation and benefi ts in kind 115 to 120 15.2. Total amounts paid accrued by the issuer to provide pension, retirement or similar benefi ts 329-330 16. Administrative and management bodies practices
Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in its control 416 19. Related-party transactions n/a 20.
Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information 218 to 344; 347 to 393 20.2. Pro forma fi nancial information 8-9; 302 to 304 20.3. Financial statements 218 to 344; 347 to 393 20.4. Auditing of historical annual fi nancial information 345-346; 394-395 20.5. Age of latest fi nancial information 345-346; 394-395 20.6. Interim fi nancial and other information n/a 20.7. Dividend policy 37; 409 20.8. Legal and arbitration procedures 183 to 187 20.9. Signifi cant changes in the issuer’s fi nancial or commercial situation 325 21. Additional information 21.1. Share capital 380; 410 to 415 21.2. Memorandum and by-laws 404 to 409; 416 22. Material contracts 29 to 32 23. Third party information and statement by experts and declarations of any interest n/a 24. Documents available to the public 445 25. Information on holdings 229 to 236
V Summary table of powers currently delegated by the Annual General Shareholders’ Meeting to the Board of Directors with respect to capital increases 422-423
V Factors likely to be material in the event of a public tender offer 416
V Buyback by the Company of its own shares 413 4. Declaration by the person responsible for the registration document 444 5. Statutory Auditors’ report on the fi nancial statements 394-395 6. Statutory Auditors’ report on the consolidated fi nancial statements 345-346 7. Statutory Auditors’ special report on related-party agreements and commitments 396 to 402 8. Fees paid to the Statutory Auditors 332-333 9.
Health and safety V Health and safety standards V A greements signed with unions or employee representatives in terms of health and safety at work
V Gender equality V Employment and integration of disabled employees V The fi ght against discrimination and the promotion of cultural diversity
V Resources allocated to the prevention of environmental risks and pollution EN26 49 to 51
ADDITIONAL INFORMATION7 Cross-reference table of Social and Environmental information Grenelle 2 Law Reference (proposed decree) Designation
Art. R.225-105-1 – I 2 d) Contribution to adapting to and fi ghting climate change
Subcontractors and suppliers V Purchasing policies that take into account social and environmental issues
V The amount of environmental risk guarantees and provisions, except if this information could be seriously damaging to the Company in the event of litigation nc
V The consideration of the impact of climate change 65 to 67
ARRCO Association pour le régime de retraite complémentaire des salariés/Association for the employee complementary pension scheme
FIDEPPP Fonds d’Investissement et de Développement des Partenariats Public-Privé/Fund for investment and development of public-private partnerships
PACEC Plan d’adaptation au contexte économique et concurrentiel/Plan for adaptation to the competitive and economic context
PLS Prêt locatif social/Loan for the acquisition of property destined for low-income rental
SFEF Société de fi nancement de l’économie française/SPV set up by the French State to refi nance French banks during the fi nancial crisis
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