time taken to resolve them, standardization of the permanent data held on counterparties, ■
The consolidation process is operationally autonomous but nevertheless closely linked with that of the two central institutions.
The reliability of the process is based on the following core principles: defi nition and communication of the accounting principles ■
throughout the Group) in order to permit the consolidation packages from each consolidated company to be examined via a formal review process; preparation of consolidated fi nancial statements on a quarterly ■
basis. This allows for a better level of control over fi nancial reporting, on the basis of projected transactions for the year
provided by the consolidated entities. This process uses consolidation packages including checks for accuracy and consistency which must be met for the data to be transmitted; item by item analysis of all entries that impact consolidated ■
shareholders’ equity and production of a tax proof for each consolidated entity. This procedure provides full evidence of consolidated shareholders’ equity and individual justifi cation of recognized deferred taxes; the provision of audit trail for all the accounting data published ■
in the fi nancial statements and their notes; archiving and security procedures including the twice-daily ■
back-up of the unifi ed consolidation database and regular data recovery testing; regular support and training of accounting teams at the ■
During 2008, Natixis pursued the project started in 2007 and as a result, during the second half of the year, implemented its new
regulatory, statutory and prudential reporting requirements; and enables sub-consolidations to be prepared on demand. ■
Despite this progress which took effect at the September 2008 quarterly consolidation, the existence of two accounting environments at the parent company obliged Natixis to prepare two separate consolidation packages throughout the year, thereby complicating the overall process.
and balances (by standardizing the rules for reporting and reconciling the intercompany balances between Natixis and its core shareholder groups).
Banking Commission (CRBF regulation 97-02) for the internal control systems of credit institutions, Natixis’ Internal Audit
Department uses the results of its periodic audits to assess internal control procedures. There is a particular focus on the accounting and fi nancial procedures of all consolidated entities, whether or not they have credit institution status.
programs at operational level and formalized in clearly defi ned working programs; independent, second-tier checks on processing operations ■
performed by each entity’s fi nancial or accounting departments and which are geared to ensuring accounting data is both accurate and complete; third-tier controls conducted by the Internal Audit Department ■
These controls are conducted using the diverse accounting systems in use throughout the Group.
Matisse went live for the Group’s ex-NBP entities on January 1, 2008 and, after a period running in parallel with the previous system, was confi rmed as the sole accounting system with effect from April 1, 2008.
Natixis’ teams continued working throughout the year to prepare the transfer of the Group’s CIB/Capital Markets entities to
functions; a system of fi rst-tier control at the level of business lines and ■
The system continues to be supported by two applications solutions: the fi rst, developed by Natixis (Nordicc/Corot), is used for ■
recovering, reporting and managing controls. It provides access to a database of accounting control procedures and documentation; the second (Accurate/Vermeer) industrializes reconciliation and ■
The accounting and fi nancial control procedures remained organized as follows: tier-one controls decentralized in back offi ce and Financial ■
Reporting functional levels, the fi rst engaging in basic reconciliation using the Recon business line application and the second engaging in reconciliation of net banking income using the Ematch application; a centralized second-tier with operational and analytical ■
The changes made mainly consisted in integrating: dual systems from the sales ledger and general accounting ■
applications, the modifi cations required by the changes in account codes ■
Applied as a Group-wide exercise, the project has involved: focusing accounting control on the monthly closing procedures, ■
while at the same time recognizing the necessity of continuing to make use of dedicated teams for routine accounting work such as processing suspense items; identifi cation of areas for improvement requiring analysis of ■
in the business lines and confi rming their functional attachment to the second-tier control function.
2008 has also been marked by an increase in the volume of suspense items as a result of the migration of accounting systems, the systematic recording of internal transactions and the discontinuous processing arising from the front to back integration.
At the parent company level, 2009 will see: the CIB entities as a whole, currently using two accounting ■
systems, making use of Matisse; new foreign entities being integrated within Copernic. ■
Changes will continue to be made within accounting control. An automated system for chasing up unresolved suspense items will be part of this using the new functionalities of Vermeer.
Above and beyond changes to systems, accounting control will be reinforced by: adding new controls relating to both individual and collective ■
risks; instituting a program of on-site and documentary controls to ■
Lastly, the Performance Project for the accounting control functions (launched in 2008) will be continued, in particular for Services and Capital Markets, with the aim of achieving a consistent level of accounting control over the Natixis S.A. Group as a whole.
Departments of Natixis’ central institutions (CNCE, BFBP) and of Natixis itself; audits carried out by the French Banking Commission in its role ■
work in collegiate fashion consistently throughout all Group entities. The conclusions from these audits take into account
Natixis was created at the end of 2006 and so completed its second full year in 2008.
During the year the bank has, in common with other fi nancial institutions, been confronted with the diffi culties arising as a result of the international fi nancial crisis, to which both the Supervisory
In 2007, Natixis undertook major projects designed to achieve convergence in its accounting and fi nancial reporting systems and these projects were pursued in 2008.
STATUTORY AUDITORS’ REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-235 OF THE FRENCH
In our capacity as Statutory Auditors of Natixis and in accordance with Article L.225-235 of the French Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of the Supervisory Board in accordance with
Article L.225-68 of the French Commercial Code for the year ended December 31, 2008.
It is the Chairman’s responsibility to prepare, and submit to the Supervisory Board for approval, a report on the internal control and risk management procedures implemented by the company and containing the other disclosures required by Article L.225-68 of the
Information on the internal control procedures relating to the preparation and processing of accounting and fi nancial information
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the
information on which the information presented in the Chairman’s report is based and the existing documentation; obtaining an understanding of the work involved in the preparation of this information and the existing documentation; ■
determining whether any signifi cant weaknesses in the internal control procedures relating to the preparation and processing of ■
accounting and fi nancial information that we might have noted in the course of our engagement are properly disclosed in the
DRAFT RESOLUTIONS FOR THE COMBINED GENERAL SHAREHOLDERS’ MEETING ON APRIL 30, 2009 418
Provisions of the bylaws concerning the administration and control of the
Company (Title III, Articles 9 to 20 of the bylaws) 434
Change in share capital during the last fi ve fi nancial years 442
Changes in the distribution of the capital during the last three years 445
Natural or legal persons exercising or capable of exercising control over Natixis 445
LEGAL INFORMATION8 Report from the Executive Board on the resolutions to be put to the vote at the General Shareholders’ Meeting
Forty resolutions are put to the vote at a Combined General
Shareholders’ Meeting on April 30, 2009 at 14h30 at the Espace de la Grande Arche, Parvis de la Défense – 92044 La Défense.
Commercial Code, entered into before 2008 and still in force as well as new agreements authorized by the Supervisory Board in 2008. These regulated party agreements are presented in the
Ratification of co-optation of members of the Supervisory Board and the appointment of a non-voting member
In the seventh, eighth and ninth resolutions, the shareholders are being asked to ratify, respectively, the co-optation of Olivier
Change in how the Company is administered with the creation of a Board of Directors
Board of Directors and, as a result, to amend the bylaws.
LEGAL INFORMATION 8 Report from the Executive Board on the resolutions to be put to the vote at the General Shareholders’ Meeting
Board of Directors with the power to decide to increase the share capital both with, and without, preferential subscription rights. These capital increases, the overall ceiling of which shall not exceed the overall nominal maximum of €5 billion, may be implemented either by issuing shares or by issuing securities giving access to share capital, particularly in the form of securities representing debts (the total nominal amount of these securities representing debts not being permitted to exceed €1.5 billion).
A capital increase without preferential subscription rights shall result in the Board of Directors compiling an additional report outlining the reasons for this choice.
legal limits in the event of a capital increase with, or without, preferential subscription rights; this being the subject of the seventeenth resolution.
Appointment of members of the Board of Directors and non-voting members
Resolutions 19 to 37 ask the shareholders to appoint 17 directors, including 4 independent directors and 2 non-voting members. The thirty-eighth resolution aims to set the overall annual amount of directors’ fees to be allocated to members of the Board of Directors as a whole at €500,000.
In the thirty-ninth resolution, shareholders are asked to authorize the Board of Directors to set up a treasury share buyback program until, in accordance with the law, a maximum of 10% of the capital is owned. The maximum purchase price is set at €10 per share.
Adoption of all the resolutions, apart from the 18th resolution, submitted for approval by this Combined General Shareholders’
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for an ordinary general meeting, having heard the Executive Board’s management report, the observations of the Supervisory Board on the Executive Board’s management report and on the parent company fi nancial statements for the fi nancial year just ended, the report from the chairman of the Executive Board on the tasks undertaken by the board and on internal control procedures, as well as the
The General Shareholders’ Meeting is reminded that, as required by law, net dividends paid in the previous three years were as follows: Total amount of dividend distributed €549,919,212.30 €1,049,083,323.80 €244,977,400
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, having heard the special report from the Statutory Auditors on the agreements referred to in Article L.225-86 of the French
Nationale des Caisses d’Epargne (CNCE), within the framework of agreements entered into thereby with the Société de
Financement de l’Économie Française (SFEF), acknowledging that the Supervisory Board was informed of these agreements at its meeting on January 21, 2009.
Seventh resolution (Ratification of the co-optation of Olivier Klein as member of the Supervisory Board)
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, ratifi es the co-optation by the Supervisory Board on March 6, 2009 of François Pérol as member of the Supervisory Board, replacing Bernard Comolet who tendered his resignation, for the remainder of the latter’s term of offi ce, i.e. until the end of the
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, having heard the Executive Board’s report: 1) Decides to change the way in which the Company is administered and managed by adopting, instead of executive and Supervisory Boards, the form of a public limited company with a Board of Directors governed by Articles L.225-17 to
Twelfth resolution (Authorization given to the Board of Directors to reduce the share capital by canceling shares purchased under the share buyback program)
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, subject to the adoption of the 10th and 11th resolutions of this
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 general meeting, having heard the Executive Board’s report and the special report from the Statutory Auditors and pursuant to the provisions of Articles L.225-209 et seq. of the French
This authorization which, as of today, renders null and void, where appropriate, the unused part of any prior delegation for the same purpose, i.e. any delegation of power to reduce the share capital by cancellation of treasury share and, in particular, the authorization granted by the Combined General Shareholders’
Meeting of May 22, 2008 in its 14th resolution, is granted for a period of 18 months from the date of this meeting.
Thirteenth resolution (Delegation of power to the Board of Directors to decide on an increase in share capital by issuing – with preferential subscription rights – shares and/or securities giving access to Company capital and/or by issuing capital securities representing debts)
French Commercial Code, in particular, Article L.225-129-2 of said Code and the provisions of Articles L.228-91 et seq. of the
French Commercial Code: 1) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, its powers to decide to increase the share capital, on one or more occasions, in
Company shares (not including preference shares) and/or capital securities giving immediate and/or future access to
Company capital (whether these are new or existing shares), issued for a fee or free of charge, governed by Articles L.22891 et seq. of the French Commercial Code, it being specifi ed that subscription for shares and other securities may be in cash, either by offsetting debts, or by incorporating reserves, earnings or premiums or, under the same conditions, to decide to issue securities representing debts governed by
Articles L.228-91 et seq. of the French Commercial Code; 2) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, its powers to decide to issue securities giving access to the capital of companies in which it holds a direct, or indirect capital interest in excess of 50%; 3) Decides to set, as follows, limits on the capital increases authorized in the event of use by the Board of Directors of this delegation of power: the maximum nominal amount of capital increases likely to ■
issued in the event of new fi nancial operations, will be added to this ceiling to preserve the rights of holders of securities giving access to capital in accordance with the law and applicable contractual stipulations, should debt securities be issued by virtue of this delegation, ■
reserved for shareholders who may subscribe, by way of right, in proportion to the number of shares owned by them at that time,
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 acknowledges the fact that the Board of Directors is, in ■
French Commercial Code, if the subscriptions by way of right, and where appropriate, subject to allocation, have not taken up the entire issue, the Board of Directors may use, under the conditions provided for by the law and in the order which it will determine, one and/or the other of the options given below: to limit the capital increase to the amount of subscriptions on −
automatically signifi es the waiver by the shareholders of their preferential subscription right to the shares to which these securities will give immediate, or future, access, for the benefi t of the holders of securities issued and giving access to Company capital; 6) Decides that the Board of Directors shall have full authority, with the right to sub-delegate pursuant to legal requirements, to implement this delegation of power, for the purpose, in particular, of: deciding on one or more increases in capital and determining ■
deciding on the amount of capital increase, the issue price as ■
nature, the number and the characteristics of the securities to be created; deciding, in addition, in the case of bonds or other debt securities (including the securities giving access to debt securities referred to in Article L.228-91 of the French Commercial Code), whether or not they should be subordinate (and, where necessary, their subordination ranking, in accordance with the provisions of Article L.22897 of the French Commercial Code), fi xing their interest rate (in particular, fi xed or variable rate or zero-rated or index-linked) and providing, if necessary, for mandatory or optional cases of suspension or non-payment of interest, planning their term (fi xed or indefi nite period), the possibility of reducing or increasing the par value of securities and other issue procedures (including the act of investing them with guarantees or sureties) and of amortization (including redemption by delivery of Company assets); if necessary, these securities may be accompanied by warrants giving entitlement to the allocation, acquisition or subscription of bonds or other securities representing debts, or providing for the Company to have the option to issue debt securities
(equivalent or not) as payment of interest which may have been suspended by the Company, or may even take the form of complex bonds in the widest sense understood by share market authorities (for example, due to their redemption or remuneration procedures or other entitlements such as index-linking or option rights); changing, during the lifetime of the securities in question, the procedures referred to above, in accordance with applicable formalities, determining the way in which shares or securities giving ■
appropriate, conversion, exchange and redemption rights, including redemption by delivery of Company assets such as securities already issued by the Company) attached to the shares or securities giving access to capital to be issued and, in particular, fi nalizing the date, even if this is retroactive, from which the new shares will bear interest, as well as any other terms and conditions of their issue(s), setting the terms under which the Company will, where ■
rights attached to these securities in accordance with legal and regulatory requirements, at its sole initiative, setting off the fees for the capital increase ■
the impact of operations on the Company’s capital, in particular, should there be any changes to the par value of shares, capital increases by incorporation of reserves, free allocations of shares, division or groupings of securities, distributions of reserves or any other assets, amortization of capital, or any other operation affecting the equity or the capital (including by means of a public offer and/or in the
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 event of a change in control), and setting the terms under which, where appropriate, the rights of holders of securities giving access to capital will be guaranteed, recording the completion of each capital increase and making ■
related amendments to the bylaws, generally speaking, concluding any agreements, in particular, ■
for the successful completion of the planned issues, taking any measures and completing any formalities required for the issue, quotation and fi nancial servicing of the issued securities, in accordance with this delegation of power, and the exercising of the rights attached to it, recording the completion of each capital increase, making related amendments to the bylaws and generally doing what is necessary; 7) Acknowledges the fact that this delegation renders null and void, as of the date of this meeting, up to the unused part of any prior delegation for the same purpose, i.e.
Code, in France or abroad, by a public offer or by an offer referred to in Article L.411-2, II of the French Monetary and
Commercial Code, it being specifi ed that subscription for shares and other securities may be in cash, either by offsetting debts, or by incorporating reserves, earnings or premiums or, under the same conditions, to decide to issue securities representing debts governed by Articles L.228-91 et seq.
of the French Commercial Code. These securities may, in particular, be issued by way of remuneration for securities tendered within the context of a public exchange offer in
be implemented immediately, or in the future, by virtue of this delegation is set at €5 billion (or the exchange value of this amount on the date of issue in the event of issue in another currency), it being specifi ed that this amount will be charged against the overall ceiling provided for in point 3 (fi rst sub-
to the minimum provided for by regulations applicable on the issue date (on the date of this meeting, the weighted average of the prices quoted on Euronext Paris during the last three sessions prior to the subscription price for the capital increase being set, less 5%) after, if necessary, correction of this average in the event of different dated dates, the issue price of securities giving access to capital shall be ■
such that the sum received immediately by the Company, plus, where necessary, the amount likely to be received by it at a later date is, for each share issued as a result of the issue of these securities, at least the same as the minimum subscription price set in the previous paragraph, each security giving access to capital is converted, ■
(and, where necessary, their subordination ranking, in accordance with the provisions of Article L.228-97 of the
French Commercial Code), fi xing their interest rate (in particular, fi xed or variable rate or zero-rated or index-linked)
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 or sureties) and of amortization (including redemption by delivery of Company assets); if necessary, these securities may be accompanied by warrants giving entitlement to the allocation, acquisition or subscription of bonds or other securities representing debts, or providing for the Company to have the option to issue debt securities (equivalent or not)
as payment of interest which may have been suspended by the Company, or may even take the form of complex bonds in the widest sense understood by share market authorities
(for example, due to their redemption or remuneration procedures or other entitlements such as index-linking or option rights); changing, during the lifetime of the securities in question, the procedures referred to above, in accordance with applicable formalities, determining the way in which shares or securities giving ■
appropriate, conversion, exchange and redemption rights, including by delivery of Company assets such as treasury share and securities already issued by the Company)
within the context of a public offer containing an exchange component (OPE), determining the list of securities tendered for the exchange, setting the issue conditions, the exchange parity and, where appropriate, the amount of cash adjustment to pay and determining the terms of the issue within the context of a public exchange offer, an alternative tender or exchange offer, or a single offer proposing the purchase or exchange of the securities in question against payment in securities and in cash, or a tender offer (OPA) or a primary exchange, matching a public exchange offer or a subsidiary tender offer, or any other form of public offer conforming to the law and to regulations applicable to said public offer, at its sole initiative, setting off the fees for the capital increase ■
the impact of operations on the Company’s capital, in particular, should there be any changes to the par value of shares, capital increases by incorporation of reserves, free allocations of shares, division or groupings of securities, distributions of reserves or any other assets, amortization of capital, or any other operation affecting the equity or the capital (including by means of a public offer and/or in the event of a change of control), and setting the terms under which, where appropriate, the rights of holders of securities giving access to capital will be guaranteed, recording the completion of each capital increase and making ■
the success of the issues envisaged, taking all the measures and completing all the formalities required for the issue, quotation and fi nancial servicing of the securities issued by virtue of this delegation of power, and the exercising of the rights attached to it and generally doing what is necessary; 11) Acknowledges the fact that this delegation renders null and void, as of the date of this meeting, up to the unused part of any prior delegation for the same purpose, i.e. any delegation of power relating to capital increases without preferential subscriptions rights, covering the securities and transactions referred to in this resolution and, in particular, the second resolution of the Extraordinary General Shareholders’
Fifteenth resolution (Authorization to be given to the Board of Directors for the purpose of issuing shares or securities giving access to capital without preferential subscription rights by way of remuneration for contributions in kind relating to capital securities or securities giving access to capital)
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for extraordinary meetings, subject to the adoption of resolutions 10 and 11 of this general meeting, having heard the Executive Board’s report and the
Statutory Auditors’ special report and pursuant to the provisions of Articles L.225-129 et seq. of the French Commercial Code,
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 and in particular of Article L.225-147, paragraph 6 of said
Meeting), with a view to remunerating contributions in kind granted to the Company and comprising capital securities or securities giving access to capital, when the provisions of Article L.225-148 of the French Commercial Code do not apply, by issuing, on one or more occasion, shares (not including preference shares) or securities giving immediate and/or future access to the Company’s capital; 2) Decides that the Board of Directors shall have full authority, with the right to sub-delegate pursuant to legal requirements, to implement this resolution, for the purpose, in particular, of: deciding to increase the capital by remunerating contributions ■
and determining the number and nature of the securities to be issued, compiling a list of the securities contributed, approving ■
contributions and setting the terms under which, if necessary, the rights of holders of securities giving access to capital will be guaranteed, at its sole initiative, setting off the fees for capital increases ■
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 deciding, in the event of distributions of free capital ■
the impact of operations on the Company’s capital, in particular, should there be any changes to the par value of shares, capital increases by incorporation of reserves, free allocations of shares, division or groupings of securities, distributions of reserves or any other assets, amortization of capital, or any other operation affecting the equity or the capital and, in particular, setting the terms under which, where appropriate, the rights of holders of securities giving access to capital, will be guaranteed, recording the completion of each capital increase and making −
correlative amendments to the bylaws, generally, concluding any agreements, taking all necessary −
Board’s report and the Statutory Auditors’ special report and pursuant to the provisions of Article L.225-135-1 of the French
Commercial Code: 1) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, its powers 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 the initial issue, within the timescales and limits provided for by regulations applicable on the issue date (on the date of this meeting, within 30 days of the fi nal subscription date and up to a maximum of 15% of the initial issue), in particular, with a view to granting an over-allocation option in accordance with market practice; 2) Decides that the nominal amount of the capital increase or increases decided in application of this resolution will be charged against the overall ceiling provided for in point 3
(fi rst sub-paragraph) of resolution 13 of this meeting or, where appropriate, against any overall ceiling that may be provided for by any resolution of the same type that may supersede said resolution during the period of validity of this delegation; 3) Decides that the Board of Directors will have full authority to implement this delegation, with the right to sub-delegate pursuant to legal requirements, within the limits and under the terms specifi ed above; 4) Fixes the period of validity of the delegation of power covered by this resolution at 26 months from the date of this meeting; 5) Acknowledges the fact that this delegation renders null and void, as of the date of this meeting, where appropriate, up to the unused part of any prior delegation for the same purpose, i.e. any delegation of power relating to increases in the number of securities to be issued in the event of a capital increase with, or without, preferential subscription rights and, in particular, the fi fth resolution of the Extraordinary General
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, subject to the adoption of resolutions 10 and 11 of this General Shareholders’ Meeting, having heard the Executive
fi xing the amounts issued by virtue of this authorization ■
and fi nalizing, in particular, the nature, characteristics and number of shares or securities giving access to capital to be issued as well as issue prices, dates, deadlines, terms and conditions of subscription, payment, delivery and the right (even if retroactive) to interest or dividends relating to securities issued in this way, the rules of reduction applicable in the event of over-subscription as well as other terms and conditions for issues, within current legal and regulatory limits, in the event of the free allocation of shares or securities ■
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 against total matching contributions to employee plans, or to combine the two options, if new shares are issued, where appropriate, setting off the ■
amount of shares to be subscribed and proceeding with related amendments of the bylaws, where appropriate, setting off the cost of the capital ■
for the successful completion of the planned issues, taking all necessary measures and completing all necessary formalities for the issue, quotation and fi nancial servicing of the securities issued by virtue of this delegation of power, as well as exercising the rights attached to it or formalities subsequent to the capital increases implemented; 8) Decides that this authorization renders null and void, as of the date of this meeting, the unused part of any delegation previously given to the Board of Directors for the purpose of increasing the Company’s share capital by issuing shares or securities giving access to capital, reserved for members of company savings plans, with removal of preferential subscription rights for the benefi t of said members.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints of Banque Fédérale des Banques Populaires, represented by Philippe Queuille as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Philippe Queuille has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Caisse Nationale des Caisses d’Epargne, represented by Alain Lemaire as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’ Meeting called to approve the accounts for the year ending on December 31, 2014.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Vincent Bolloré as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Vincent Bolloré has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Stève Gentili has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Francis Henry as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Francis Henry has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure, likely to prevent him from performing this role.
Bernard Jeannin has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Olivier Klein has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings,
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Yvan de La Porte du Theil as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Jean-Charles Naouri as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Jean-Charles Naouri has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’ Meeting called to approve the accounts for the year ending on December 31, 2014.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Henri Proglio as director, with effect from the end of this
Henri Proglio has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Jean-Louis Tourret as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Robert Zolade as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Robert Zolade has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
If new Company directors are appointed by this meeting, this overall amount will be calculated, on a pro rata basis, in respect of the duration of the new members of the board’s 2009 terms of offi ce.
Association of Investment Firms (the “AFEI”) dated March 14, 2005, recognized by the French Financial Markets Authority
share of company profi ts or to implement any saveas -you-earn company savings plan pursuant to legal requirements, in particular, Articles L.3332-1 et seq. of the
French Labor Code, retain said shares and tender them, at a later date, as ■
payment, exchange or other, within the context of external growth, merger, demerger or equity fi nancing operations, tender shares when rights attached to securities giving ■
current regulations or which may be permitted in the future; [in this event, the Company would inform its shareholders by means of a press release]; 2) Decides that the acquisition, sale or transfer of these shares may take place at any time in accordance with current regulations, by any means, on regulated markets, multilateral trading facilities, with systematic internalizers or over the counter, including by means of the acquisition or sale of blocks of shares (without limiting any part of the buyback program that may be realized by this means), by a tender or exchange offer, by using derivatives or by the use of options or other full term fi nancial instruments traded on regulated markets, multilateral trading facilities, with systematic internalizers or over the counter, or by the tendering of shares subsequent to the issue of securities giving access to Company capital by conversion, exchange or redemption, by exercising a warrant or by any other means, or directly or indirectly via the intermediary of an investment services provider. The maximum capital share purchased or transferred in the form of security blocks can affect the program. The entire authority may be used to purchase or transfer the capital shares in the form of security blocks; CONTENTS< >
Meeting and providing for purchases of shares subsequent to the date of this meeting; 7) Delegates to the Board of Directors, in the event of later transactions impacting on the Company’s capital, in particular, changes to the par share value, capital increases by incorporation of reserves, free allocations of shares, divisions or groupings of shares, the power to adjust the price indicated above so as to take into consideration the impact of these transactions on the share value; 8) Consequently, invests the Board of Directors, with the right to sub-delegate pursuant to legal requirements, with full authority to decide upon and implement this authorization, to specify, where necessary, the terms of said authorization and to fi nalize its procedures, to complete the buyback program and, in particular, to place any share market order, to conclude any agreement, with a view to keeping registers of sales and purchases of shares, making any declarations to the AMF and any other authority that may replace it, completing all formalities and, generally speaking, do all that is necessary.
This authorization, which renders null and void, as of today, the unused part of any previous delegation given to the Executive
All necessary powers are conferred on the holder of a copy or extract of the minutes of this meeting to carry out any fi ling and publication formalities provided for by law.
Natixis is a French public limited company (société anonyme) with an Executive Board and a Supervisory Board. It is governed by
The Company was incorporated on November 20, 1919 under the name Crédit National. Its term was increased to 99 years from November 9, 1994, save for extension of this term or early dissolution of the Company. The name “Natixis” was adopted by the shareholders at their meeting on November 17, 2006.
Pursuant to Article 2 of the bylaws, the Company’s corporate purpose in France and abroad is: the conduct of all and any banking business and related ■
the French Monetary and Financial Code; the performance of specifi c assignments on behalf of the French ■
State in economic and fi nancial areas under the provisions of special agreements; the conduct of all and any brokerage business; ■
All documents concerning the Company, including its bylaws, fi nancial statements and reports presented to general meetings of shareholders by the Executive Board or the Statutory Auditors are available at the Company’s head offi ce.
The balance, plus any retained earnings, comprises the sum available for distribution, which may, by resolution of the shareholders at the Ordinary General Shareholders’ Meeting, be
LEGAL INFORMATION8 General information about Natixis used as they deem appropriate within the limits permitted by law, either by way of transfer to retained earnings or other reserves, or on the recommendation of the Executive Board, distributed in full or in part as a dividend.
Executive Board but no later than nine months after the year end.
PROVISIONS OF THE BYLAWS CONCERNING THE ADMINISTRATION AND CONTROL OF THE COMPANY (TITLE III, ARTICLES 9 TO 20 OF THE BYLAWS)
Board, the Supervisory Board shall appoint a replacement for the remainder of the term of offi ce of his or her predecessor, as provided by law.
Any member of the Executive Board may be dismissed, either by the Supervisory Board or by the General Shareholders’
Meeting. If the dismissal is without just cause, it may give rise to the payment of damages. The dismissal of a member of the
Executive Board shall not result in the termination of his or her employment contract.
The Executive Chairman or a Chief Executive Offi cer may take any action validly binding the Company as regards third parties.
The proceedings of the Executive Board shall be recorded in minutes contained in a special minute book and signed by the members of the Executive Board taking part in the meeting.
The Executive Board shall be invested with the broadest powers to act in all circumstances on behalf of the Company, subject to the limitations of the corporate purpose and those powers expressly attributed by law and by these bylaws to General
The Executive Board may appoint one or more of its members or any non-member of the Executive Board to carry out such
The Executive Board shall prepare and present reports, budgets and quarterly, half-yearly and annual fi nancial statements to the
Supervisory Board under the conditions provided by law and by the bylaws.
The Supervisory Board shall fi x the terms and amount of the compensation of each of the members of the Executive Board.
The Supervisory Board shall comprise no less than three and no more than 18 members, subject to the derogation provided by law in the event of a merger.
The members of the Supervisory Board shall be appointed by the Ordinary General Shareholders’ Meeting, save that in the event of one or more positions becoming vacant, the board may co-opt replacements for the remainder of the term of offi ce of their predecessors, subject to ratifi cation by the next General
Chairmen from among its members, for the duration of their term of offi ce. They must be natural persons.
Board taking part in meetings by means of videoconferencing or telecommunication shall be deemed to be present for the purposes of calculating the quorum and majority, under the conditions permitted or prescribed by current laws and regulations.
(i) characterized by the existence of a short deadline, which is imposed by a third party on pain of foreclosure and where failure to comply would be likely to cause loss to the Company or to
justifying the existence of the Urgent Business within the meaning of the defi nition set out above; and provided all the members of the Supervisory Board with all ■
the information necessary for them to analyze the situation, together with the notice of meeting.
At any time of the year, it carries out inspections and checks it considers appropriate, and may receive from the Executive Board any documents it deems useful in fulfi lling this responsibility.
Board the annual fi nancial statements, the consolidated fi nancial statements and its report, for the purposes of inspection and verifi cation. At the annual meeting, the Supervisory Board presents its observations on the Executive Board’s report and the annual, company and consolidated fi nancial statements.
Under no circumstances may this result in acts of management being carried out directly or indirectly by the Supervisory Board or its members.
The Supervisory Board shall appoint and may dismiss the members of the Executive Board, the Chairman of the Board and the Chief Executive Offi cers, under the conditions provided by law and by Article 9 of these bylaws.
The Supervisory Board decides on the draft resolution in which the General Shareholders’ Meeting is asked to appoint the
The Supervisory Board may decide to set up Committees to look at issues submitted to it for examination by the board itself or its Chairman. It determines the composition and duties of these
any immediate or future increase in the share capital, while ■
Chief Executive Offi cers and Deputy Chief Executive Offi cers of the Principal Subsidiaries (as defi ned in Article 16.2), any acquisition or increase of a shareholding, and any ■
investments or disinvestments (including the transfer of cooperative investment certifi cates issued by Caisses d’Epargne or Banques Populaires) or the formation of joint ventures by Natixis or any of its subsidiaries, in an amount in excess of €150 million, any asset transfer, merger or demerger to which Natixis or ■
any of the Principal Subsidiaries (as defi ned in Article 16.2)
or Dedicated Subsidiaries (the term Dedicated Subsidiaries referring to Compagnie 1818 – Banquiers Privés, Banque
Ecureuil Gestion and Foncier Assurance, or any company that might be substituted for them) may be party, any increase in the share capital of Natixis, immediate or ■
future, with removal of preferential subscription rights, approval of the Company’s business plan prepared by the ■
The General Shareholders’ Meeting may allocate directors’ fees to the Supervisory Board. The Supervisory Board shall distribute said fees between its members as it sees fi t.
Non-voting members shall receive the same information as the members of the Supervisory Board and shall be convened to all meetings of the Supervisory Board. They shall sit on the
Acting and substitute Statutory Auditors shall be appointed by the Ordinary General Meeting of Shareholders under the conditions provided by law. Their duties and powers shall be as provided by current legislation.
Shares in the Company may either be registered shares or identifi able bearer shares, at the option of the holder.
with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue; increase capital via the incorporation of premiums, reserves, ■
earnings or other items; increase the number of securities to be issued, within the ■
legal limits, in the event of capital increases with, or without, preferential subscription rights.
Board by the General Shareholders’ Meeting on August 29, 2008 (described in the previous paragraph), the latter decided on September 3, 2008, after having received prior authorization from the Supervisory Board, to proceed with a capital increase for a total (issue premium included) of approximately €3.7 billion
Nationale des Caisse d’Epargne (CNCE), having together a 69.80% stake in the capital at the time of the increase, and in accordance with the undertaking given by them on September 3, 2008, exercised, by way of right, their full preferential subscription rights. The remainder of the capital increase was guaranteed by a banking syndicate run by Natixis as Overall Coordinator,
BFBP and CNCE subscribed for the capital increase not just by offsetting debts with the advance payments made to Natixis in the fi rst half of 2008, amounting to a principal sum of €2.5 billion but also in cash for a fraction in excess of €2.5 billion, i.e.
Terms of the transaction: new shares were subscribed for at €2.25 per share (i.e. €1.60 nominal amount and €0.65 issue premium) with a parity of 13 new shares for every ten existing shares, thereby resulting in the creation of 1,643,729,997 new shares. The subscription period for new shares commenced on
On September 30, 2008, the Executive Board fi nalized the total amount of subscriptions and completed the capital increase,
LEGAL INFORMATION 8 General information about Natixis stating that the new share capital amounted to €4,653,020,308.80 divided into 2,908,137,693 fully paid up shares of €1.60 each.
The theoretical impact of the capital increase on the current market value of the Natixis share as determined by the average of the 20 trading sessions prior to setting the subscription price, would be as follows: non-adjusted average closing price for the 20 trading sessions ■
prior to setting the subscription price: €6.04; based on this average and the share capital on August 29, ■
For the purpose of allocating stock options shares 38 months 29.01.2007 replaced on options
For the purpose of allocating stock options shares 38 months 21.01.2008 replaced on options
For the purpose of increasing capital via the issue of ordinary shares or any securities giving access to capital, without preferential subscription rights accorded to shareholders €150 million (1) 26 months none, replaced on August 29, 2008 none
For the purpose of increasing capital via the incorporation of premiums, reserves, earnings or other items €150 million 26 months none, replaced on August 29, 2008 none
For the purpose of a capital increase reserved for employees in application of Article L.225-129-6 of the French Commercial Code €16 million 26 months none, replaced on August 29, 2008 none
For the purpose of increasing capital via the issue of ordinary shares or any securities giving access to capital, without preferential subscription rights accorded to shareholders €4 billion (2) 26 months none none
For the purpose of increasing capital via the incorporation of premiums, reserves, earnings or other items €4 billion (2) 26 months none none
Possibility of increasing the amount of the issues in the event of surplus demands 15% of initial issue (2) 26 months none none
(1) Amount offset against the ceiling decided in resolution No. 8 of said general meeting.
Extérieur issued 140,000 participating shares with a nominal value of FRF 5,000. The dividend is payable annually on
On December 31, 2008 there were 41,330,754 share subscription options exercisable or still to be exercised, after adjustment for the cash capital increase in September 2008.
These options were granted until 2005: to employees and executive directors of Natexis Banques ■
Banques Populaires, Banque Populaire banks and entities that are more than 50%-owned either directly or indirectly, exclusively or jointly, by Banque Fédérale des Banques
L.225-180 of the French Commercial Code. This authorization was also valid up to a maximum of €10,000,000 shares.
Observations: The fi gures take into consideration the adjustment to the option exercise price and the number of options following the cash capital increase of September 2008.
In 2007, the benefi ciary managers were the members of the Natixis Executive Board.
Options held in respect of the issuer and the companies referred to above, exercised, by the ten salaried employees of the issuer and of these companies, this being the highest number of options subscribed in this way * After adjustment following the capital increase of September 2008.
Number of shares at the end of the fi nancial year Share capital (in euros)
(a) Including 1,109,911,689 shares in respect of the division of the nominal value on November 17, 2006.
The table below gives details of the amount of issue premiums for each of the operations impacting on the capital.
2002 Number of shares at the start of the fi nancial year 44,314,352 709,029,632 shares in respect of ESOPs 5,355 85,680 286,620.37 shares arising from the conversion of undated subordinated securities 1,717,431 27,478,896 86,413,090.39 shares in respect of the exercise of stock options 4,400 70,400 108,393.66 shares attributable to the contribution of Arnhold & S. Bleichroeder securities 1,401,082 22,417,312 83,448,443.92 shares resulting from the merger with the property company ABC 217 3,472 3,943.16 shares in respect of ESOPs 3,756 60,096 161,981.00 shares in respect of the exercise of stock options 43,340 693,440 1,733,850.39 shares attributable to the contribution of Banque du Dôme-Crédifrance Factor securities 218,559 3,496,944 14,643,375.64 shares attributable to the contribution of Sopromec Participations securities 336,647 5,386,352 25,248,563.45
shares in respect of ESOPs 3,086 49,376 175,126.36 shares in respect of the exercise of stock options 207,737 3,323,792 10,204,917.64 shares in respect of ESOPs 3,043 48,688 225,259.18 shares in respect of the exercise of stock options 480,436 7,686,976 33,653,461.26 shares in respect of the increase in capital reserved for Banque Fédérale des Banques Populaires 256,039 4,096,624 25,903,465.63 payment of the dividend in shares 1,103,281 17,652,496 185,075,387.75 shares in respect of ESOPs 10,010 160,160 1,529,227.70 shares in respect of the exercise of stock options 83,274 1,332,384 5,773,940.85 shares in respect of contributions from CNCE and SNC CHAMPION 73,131,476 1,170,103,616 13,128,041,797.00
NATEXIS BANQUES POPULAIRES BECOMES NATIXIS – DIVISION OF THE NOMINAL VALUE BY 10 new situation 1,233,235,210 1,973,176,336 2006 expenses offset against the share premium (3,879,879.00)
shares in respect of the exercise of stock options 2,181,580 3,490,528 13,635,082.21 shares in respect of the exercise of stock options 2,153,693 3,445,908 14,166,927.51 shares in respect of ESOPs 24,671 39,473 352,203.20
Payment of the dividend in shares 42,342,502 67,748,003.20 329,424,665.56 2008 expenses offset against the share premium (66,113,652.29)
At December 31, 2007 the principal shareholders of Natixis were as follows: % capital % voting rights
Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne have entered into a shareholders’ agreement pursuant to which they act in concert, and the principal provisions of which are described in “Shareholders’ Agreement” hereinafter.
The ownership of shares by corporate offi cers is not signifi cant.
Please refer to page Chapter 2, table 4 for details of Company stock options granted to certain employees and corporate offi cers.
In the context of the share buyback program authorized by the
The table below shows the number and percentage of shares owned as treasury shares at January 1, 2008 and December 31, 2008.
The proportion of the Natixis capital owned by the company employees and by Groupe Banque Populaire reached 0.53% at
NATURAL OR LEGAL PERSONS EXERCISING OR CAPABLE OF EXERCISING CONTROL OVER NATIXIS
Groupes Banque Populaire and Groupe Caisse d’Epargne exercise the responsibilities provided by the banking regulations, by reason of their position as the principal shareholders of
The application of the corporate governance rules and the rules imposed on the members of the board enable the risk of the abusive exercise of management control to be prevented.
On November 17, 2006, a shareholders’ agreement (hereinafter the “Agreement”) was entered into by BFBP and CNCE, the principal provisions of which are described below: Stability of the respective investments
which took place at the end of 2006 with a view to enabling each of the two shareholders to hold at least 34% of the capital, on a fully-diluted basis, at the end of this transaction; of joint sales by each of the shareholders of an identical number ■
member of the Supervisory Board, up to the number of securities required by the bylaws; of acquisitions of securities carried out in the event of “dilutive” ■
Natixis shares owned by each of the shareholders have been registered as pure registered shares in the Company’s accounts and a retention agreement has been entered into with a fi nancial institution, under the terms of which the Company can only transfer those shares upon the instructions of the said fi nancial institution given under the conditions provided by its agreement.
In addition, the shareholders undertake throughout the stability period of 10 years (as potentially extended) not to enter into any agreement relating to Natixis and constituting a concert party with a third party.
The Agreement is intended to guarantee the principle of parity of representation of the two shareholders on the Natixis Supervisory
The Natixis Supervisory Board is composed of 18 members of whom seven are appointed upon a proposal by BFBP, seven are appointed upon a proposal by CNCE, and four independent members are appointed upon a joint proposal by BFBP and
Charles Milhaud. The Vice-Chairman of the Supervisory Board is a representative of the shareholder whose representative is not the Chairman of the Supervisory Board. The two shareholders are represented equally on the Audit Committee and on the
The Executive Board is composed of between two and seven members appointed for a term of six years by the
Supervisory Board (on a proposal from the Executive Chairman in the case of the other members). They are chosen according to competence criteria without distinction being made between the two groups.
Certain major decisions are subject to the prior approval of the
Essential decisions are: the appointment and dismissal of the Chairman of the Executive ■
Executive Board; the decision to appoint one (or two) member(s) of the Executive ■
Board as Chief Executive Offi cer; the withdrawal of the position of Chairman or Chief Executive ■
CICs (Cooperative Investment Certifi cates) issued by Caisses d’Epargne or Banques Populaires) or the setting up of a joint venture by Natixis or any of its subsidiaries, for an amount in excess of €150 million; any asset transfer, merger or demerger transaction to which ■
Natixis or any of its subsidiaries is a party; any immediate or future increase in the share capital of Natixis, ■
Supervisory Boards and Boards of Directors (as the case may be) of each of the shareholders in order for them to consult each other and reach a joint position. If the disagreement persists at the time of a second meeting of the Supervisory Board of Natixis, the essential decision concerned will not be implemented, without either of the two shareholders having the benefi t of an exit right.
(Executive Board, Executive Management) of the principal Natixis subsidiaries (i.e. Ixis Corporate & Investment Bank, Ixis Asset
Management Group, Coface and Natexis Asset Management) is subject to prior approval from the Supervisory Board.
of the net pro forma profi t for fi nancial year 2006) and (ii) to voting in favor of such a distribution at Natixis General Shareholders’
August 7, 2007, so as to be able, if justifi ed by circumstances, to make joint purchases of Natixis securities on the market as of the date of the additional clause and, at the latest, by December 31, 2007, so as to strengthen their position in respect of their capital interest in Natixis, thereby reaffi rming their full confi dence in
This additional clause specifi es that purchases of Natixis shares made in accordance with its stipulations must be such that each shareholder acquires, at any one time, a strictly identical number of shares so as to adhere to the principle of strict parity fi xed by the Agreement. In addition, the number of Natixis shares purchased by each of the parties shall, in any event, be less than 2% of the capital and voting rights (calculated over a rolling period of 12 months) in accordance with regulations on public offers.
Additional clause dated September 3, 2008: On the occasion of the Natixis capital increase which took place in September 2008, the majority shareholders decided to add another additional clause to the Agreement on September 3, 2008 so as to: agree that if, subsequent to a “dilutive event”, their investment ■
should (i) fall below 34% of the capital on a fully-diluted basis but (ii) be above 34% of the capital on a non diluted basis, they would be free to make joint purchases of Natixis shares so as to prevent their potential dilution, it being specifi ed that said purchases must, under all circumstances, be made via a jointly appointed fi nancial intermediary; if, subsequent to a “dilutive event”, their respective capital ■
CNCE and BFBP decided on September 29, 2008 to add another clause to the Agreement so as to be able to make joint purchases of Natixis securities on the market as of the date of the additional clause and, at the latest, by December 31, 2008, so as to strengthen their position in terms of their capital interest in Natixis and to reaffi rm their confi dence in Natixis’s prospects despite current market conditions.
Each of the two shareholders shall, where applicable, purchase a strictly identical number of Natixis shares so as to adhere to the principle of strict parity fi xed by the Agreement. In addition, the number of Natixis shares purchased by each of the parties
must, under all circumstances, be less than 2% of the capital and voting rights, so as not to exceed the threshold provided for by Article 234-5 of the general regulations of the French Financial
The main provisions of the Banques Populaires CICs (cooperative investment of certifi cates) Agreement signed on September 26, 2006 by Natexis Banques Populaires, BFBP and all the Banques
In order to obtain approval, the vendor must notify the relevant
Banque Populaire of its request for approval, indicating the identity of the purchaser, the number of Banques Populaires
CICs are the subject of the proposed sale must repurchase the said Banques Populaires CICs (with the consent of the vendor)
Populaires CICs at the time of their issue. In the absence of agreement between the vendor and the relevant Banque
Populaire, the purchase price of Banques Populaires CICs will be determined by an expert.
Populaires will arise particularly from the following provisions of the Banques Populaires CICs Agreement: (i) the extension of the mission of the federal representative of BFBP on the Boards of Directors of Banques Populaires to take into account the interests of Natixis in terms of the consistency of the development of each Banque Populaire with Natixis objectives; (ii) the representation of Natixis on the Audit and Group Risks
Natixis’ investment in the capital of Banques Populaires), and on the Group Technology Committee, the Group
Populaires, and particularly the association of Natixis, in its capacity as a non-voting member, with the decisions taken
LEGAL INFORMATION8 Major contracts by the Board of Directors of BFBP relating to administrative, technical and fi nancial control of the organization of
In addition, in the event that legislative or regulatory changes or changes in the assessment of the relevant regulators or of the Statutory Auditors of Natixis should make it necessary to increase the infl uence of Natixis or to alter it signifi cantly in order to enable the consolidation of Banques Populaires CCIs by
Board of Directors of BFBP, to exercise their right to buyback the
The buyback value of Banques Populaires CICs will be calculated using the method of valuation used when they were issued, particularly as regards the calculation of revalued net assets, and must take account of the profi tability of Banques Populaires and of the proportion of the net assets to which the CICs confer a right. In the absence of agreement between Natixis and the Banque Populaire concerned, this buyback value will be determined by an expert.
During this period, Natixis has undertaken to provide its services at the market price and under market terms and conditions. If
Banques Populaires consider that the products and/or services provided by Natixis are not competitive, the matter will be referred to BFBP which may, if necessary, commission an expert to carry out an external assessment and, if appropriate, to propose measures to improve the competitiveness of the said products and/or services.
B - DESCRIPTION OF THE MAIN PROVISIONS OF THE CAISSES D’EPARGNE CICS AGREEMENT
SNC Champion and Natexis Banques Populaires, before the end of October 2006 (hereinafter the “Caisses d’Epargne CIC
The Caisses d’Epargne CIC Agreement provides that the transfer of all or part of Caisses d’Epargne CICs by Natixis shall be subject to the prior agreement of CNCE.
In the event that CNCE agrees to the transfer of Caisses d’Epargne CICs, their transfer will be subject to the fi rst-ranking right of pre-emption held by CNCE and then by the issuing
Caisses d’Epargne CICs Agreement: (i) the extension of the mission of the non-voting member representing CNCE on the steering and Supervisory Boards of Caisses d’Epargne to take into account the interests of
Natixis in terms of the consistency of the development of each Caisse d’Epargne with Natixis objectives; (ii) the representation of Natixis on the Group Risks Committee
(and its sub-Committees), on the Group ALM Committee and on CNCE Committees for the approval of new customer and fi nancial products acting under the authority of CNCE’s Executive Board; (iii) the prior consultation of Natixis in its capacity as a nonvoting member as of right on the Supervisory Board of
CNCE, for all decisions of the Supervisory Board which relate to its mission as the central body of CNCE’s Caisses d’Epargne network (in particular, defi nition of the policy and strategic direction of the Caisses d’Epargne network, the negotiation and conclusion of national and international agreements on behalf of the Caisses d’Epargne network, the approval of the directors of Caisses d’Epargne, the approval of increases in the capital, of bond issues and of acquisitions and sales of investments, and the centralization of cash fl ow surpluses of Caisses d’Epargne and their refi nancing); (iv) the right of Natixis to request a second resolution in the event that the Supervisory Board of CNCE decides not to follow the advice given by Natixis on a decision likely to cause harm to its fundamental interests; (v) the right of Natixis to full and complete information regarding the operational and fi nancial management of Caisses d’Epargne; (vi) the rights of Natixis in respect of the audit of Caisses d’Epargne, and particularly the association of Natixis, in its capacity as a non-voting member, with the decisions taken by the Board of Directors of CNCE relating to administrative, technical and fi nancial control of the organization of Caisses d’Epargne management; (vii) the delegation of powers by CNCE to Natixis as regards the defi nition of standards and methods of assessment of risks common to BFBP, CNCE and Natixis.
3 - Technical and industrial cooperation between Natixis and Caisses d’Epargne
In particular, the transferred subsidiaries provide Caisses d’Epargne with the following services: retention of shares; ■
CICs, in the following circumstances: (i) any substantial alteration in the balance of the respective shareholdings of BFBP and CNCE in Natixis and/or an end to the joint control exercised by CNCE and BFBP over Natixis after the completion of the Operation; CONTENTS< >
(ii) any sale and/or transfer of Caisses d’Epargne CICs for any reason whatever, including in the event of a merger or demerger of Natixis; (iii) any reform of France’s law of 1947 involving a substantial alteration of the rights of CIC holders; (iv) any legislative or regulatory changes or changes in the assessment of the regulators concerned or of the Statutory
CNCE and Caisses d’Epargne and with their agreement, to make the necessary adaptations while either maintaining the rights and characteristics of the securities issued, or replacing Caisses d’Epargne CICs with securities having the same characteristics, and particularly without voting rights and with Natixis having the ability to consolidate the profi t of Caisses d’Epargne by the equity method in proportion to its investment in the capital.
In the event that CNCE and the relevant Caisse d’Epargne exercise their right to buyback Caisses d’Epargne CICs in case (iii), the Caisse d’Epargne’s right will have priority over that of CNCE.
Under the terms of these undertakings, Natixis undertook to purchase 238,480 shares representing 37.22% of the share capital and voting rights of Compagnie 1818 – Banquiers Privés from Banque Palatine, Foncier Participations and Crédit Foncier de France. Banque Palatine, Foncier Participations and Crédit
Foncier de France reciprocally undertook to sell their investment in Compagnie 1818 – Banquiers Privés to Natixis.
The total exercise price of the undertakings is €34,448,822 likely to be subject to certain adjustments in the event of a cash transfer, dividend distribution or reduction of the capital of
Jean-Pascal Beaufret, age 58, a HEC and ENA graduate has held top positions at the Ministry of Finance and Economy (Treasury
Department at the Internal Revenue Department) and, in the banking world and in industry, in particular at Alcatel-Lucent, where he has been Chief Financial Offi cer since 2002.
Vincent Bolloré, age 57, manages and controls the Bolloré Group, which has over 30,000 employees, and is a market leader in the manufacturing, transportation and logistics sectors, energy distribution and media.
Permanent representative of Bolloré Participations, Director of Sté Industrielle et Financière de l’Artois
Permanent representative of Compagnie du Cambodge, Member of the Supervisory Board of Société Financière HR
Director of Société Financière du Champ de Mars (formerly Socfi n)
Permanent representative of Bolloré Participations, Director of Société des Caoutchoucs de Grand Bereby – SOGB
Offi cer of Routin SA, which produces and markets beverages from concentrate.
Director and Chairman and Chief Executive Offi cer of Brasserie des Cîmes
Director and Chairman and Chief Executive Offi cer of Routin Nord Europe
Legal representative of CNCE, Chairman of gce Participations, Manager of SNC Participations Ecureuil
Permanent representative of Caisse d’Epargne et de Prévoyance Île-de-France Paris, Director of Saccef
Permanent representative of Caisse d’Epargne et de Prévoyance Île-de-France Paris, Director of Odacia
Jean-Claude Crequit, age 55, is Chairman of the Executive Board of Caisse d’Epargne Côte d’Azur. Having previously worked in the public sector and the banking sector, he has held executive positions within Caisses d’Epargne since 1984.
Chairman of the Supervisory Board of Ixis Corporate & Investment Bank (Ixis CIB)
Dominique Ferrero, age 62, studied at the École Normale Supérieure and held a variety of positions of responsibility at Banque
Française du Commerce Extérieur (French Foreign Trade Bank), of which he became Chief Executive Offi cer in 1994. He was Chief
Stève Gentili, age 59. Chairman of BRED Banque Populaire since 1998, was a director, until 2004, of a major food manufacturer. He is Chairman of Agence des Banques Populaires pour la Coopération et le Développement (ABPCD) and Natixis Pramex International.
Chairman of the Supervisory Board of Banque Internationale de Commerce – BRED
Permanent representative of bred Banque Populaire, Director of Banque Commerciale Internationale (BCI)
Permanent representative of BRED Banque Populaire, Director of BICEC – Banque Internationale pour le Commerce, l’Epargne et le Crédit
Permanent representative of bred Banque Populaire, Chairman of the Board of Directors of NJR INVEST
Member of the Supervisory Board of Banque Internationale de Commerce – (BIC BRED)
Permanent representative of BRED Gestion on the Board of Directors of LFI 2
Member of the Board of Directors of Assicurazioni Internazionali di Previdenza S.p.A. (Turin)
Bernard Jeannin, age 59, Chief Executive Offi cer of Banque Populaire Bourgogne Franche-Comté since 2002, has held a series of management positions within Groupe Banque Populaire.
Board of Caisse d’Epargne Île de France Ouest. In 2007, he was appointed Chairman of the Executive Board of Caisse d’Epargne
Permanent representative of CNCE, Member of the Supervisory Board of Compagnie des Alpes
Permanent representative of CERA, Member of the Supervisory Board of Société des Trois Vallées
Chairman of the Executive Board of Caisse d’Epargne Île de France Ouest
Permanent representative of CERA, Member of the Supervisory Board of ARPEGE
François Ladam, age 62, a HEC graduate, has spent his entire career with Groupe Banque Populaire as Internal auditor and then
Chief Executive Offi cer of two Banque Populaire regional banks. He was Chief Executive Offi cer of Natexis Banques Populaires from
Chairman of the Supervisory Board of BPL – Banque pour les Paiements on Line
Permanent representative of Natexis Banques Populaires, Member of the Supervisory Board of + X Altaïr
Permanent representative of Natexis Banques Populaires, Member of the Supervisory Board of ABP – Assurances Banque Populaire
Permanent representative of Natexis Banques Populaires, Member of the Supervisory Board of Fructiger
Permanent representative of Natixis, Non-voting member of Banque Fédérale des Banques Populaires
Yvan de La Porte du Theil, age 59, Chief Executive Offi cer of Banque Populaire Val-de-France since 2002, has held a series of various executive positions within Groupe Banque Populaire.
Corse since 2002. He was Chief Executive Offi cer of Crédit Foncier from 1999 to 2002.
Permanent representative of CEPAC, Director of La Chaîne Marseille – LCM
Permanent representative of CEPAC, Member of the Supervisory Board of Caisse d’Epargne Garanties Entreprises
Member of the Board of Directors of Banca Fideuram S.p.A., Sanpaolo Imi Wealth Management S.p.A. and New BPA S.r.l.
Member of the Board of Directors of Eurizon Investimenti SGR S.p.A.
Nicolas Mérindol, age 48 was, until October 2008, Chief Executive Offi cer of Caisse Nationale des Caisses d’Epargne. He held a series of management positions with a major French carmaker before joining Caisse des Dépôts et Consignations and then Groupe
Permanent representative of Caisse Nationale des Caisses d’Epargne, Member of the Supervisory Board of Natixis
Permanent representative of CNCE, Member of the management board of Alliance Entreprendre
Bruno Mettling, age 51, currently Advisor to the Chairman of Banque Fédérale des Banques Populaires, was Deputy Chief Executive
Permanent representative of Banque Fédérale des Banques Populaires, Director of Natixis Assurances
Permanent representative of Banque Fédérale des Banques Populaires, Director of BICEC
Financière Oceor Supervisory Boards, Chairman of Caisses d’Epargne Foundation for Social Solidarity and, since September 1, 2006, has been a member of the Executive Committee of the French Banking Federation.
Chairman of the Supervisory Board of IXIS Corporate & Investment Bank
Ministry of Social Affairs and National Solidarity in 1982 and at the Ministry of the Economy in 1984. He was also Managing partner at Rothschild & Cie Banque from 1987 to 2005.
Non-voting member of Caisse Nationale des Caisses d’Epargne et de Prévoyance
Director (Government representative) of GIAT Industries Member of the Natixis Executive Board
Permanent representative of Natixis, Non-voting member of the Supervisory Board of Caisse Nationale des Caisses d’Epargne et de Prévoyance
Director of Natixis Global Asset Management Corporation (formerly Ixis Asset Management US Corporation)
Permanent representative of CIFG Guaranty, member of the Supervisory Board of CIFG Europe
Chairman of the Supervisory Board and Permanent representative of Caisse Nationale des Caisses d’Epargne on the Supervisory Board of CIFG Holding
President of Natixis Commercial Paper Corp. (formerly Ixis Commercial Paper Corp.)
President of Natixis Real Estate Capital Inc. (formerly Ixis Real Estate Capital Inc.)
Chairman of the Supervisory Committee of Natixis Asset Management Participations 2 (formerly Ixis Asset Management Participations 2)
Didier Patault, age 48, Chairman of Caisse d’Epargne Bretagne des Pays de Loire, held positions of responsibility at CDC Gestion until 1992 and then at Caisse d’Epargne des Pays du Hainaut and Caisse Nationale des Caisses d’Epargne.
Chairman of the Executive Board of Caisse d’Epargne et de Prévoyance Bretagne - Pays de Loire
Permanent representative of Banque Fédérale des Banques Populaires, Director of Partecis
Permanent representative of Banque Fédérale des Banques Populaires, Director of Crédit Commercial du Sud-Ouest
Permanent representative of Banque Populaire de l’Ouest, Director of Informatique Banques Populaires
Chairman of the Board of Directors of SAS Cyberplus Market – C+M
Philippe Sueur, age 62, is Vice-Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France. A professor of law, Mr Sueur also holds a number of elective positions in the Île-de-France region.
Vice-Chairman of the steering and Supervisory Board of Caisse d’Epargne Île-de-France
Vice-Chairman of the Association Nationale des Maires de Stations Classées et Communes Touristiques
Chairman of the steering and Supervisory Board of Caisse d’Epargne Île-de-France Nord
Chairman and Chief Executive Offi cer of Semavo (Société d’Économie Mixte d’Aménagement du Val d’Oise)
Legal Representative of Bercy Présidence, the company that is managing partner of Holding Bercy InvestissementsH. B.I. (SCA)
Legal Representative of H.B.I., the company that is Chairman of Bercy Participations (SAS)
THE LIST OF COUNTRIES IN WHICH NATIXIS IS PRESENT UNDER ITS OWN NAME OR THROUGH ITS SUBSIDIARIES OR COMMERCIAL REPRESENTATIVES 488
Natixis was created following the transfer of the assets of CNCE
Natexis Banques Populaires itself was created following the transfer of the operating activities of Caisse Centrale des
Banques Populaires (CCBP) to Natexis S.A., which was approved by the shareholders of both entities in Extraordinary
of Natexis S.A. on June 2, 1998. This percentage was raised to 74.36% at the end of 1998.
Following the transfer of its operating activities to Natexis S.A. in
In June 1997 Crédit National, now renamed Natexis S.A., transferred its entire commercial banking arm to BFCE, which had been renamed Natexis Banque. Natexis S.A. became a holding company and was responsible for the consistency and strategic management of all Natexis Group operations.
At their Extraordinary General Shareholders’ Meeting on June 28, 2000, the shareholders of Natexis Banques Populaires approved the merger of Natexis Banque into Natexis Banques Populaires, with effect from June 30, 2000. As the transaction involved a wholly-owned subsidiary, it took place under the simplifi ed merger regime and no new shares were issued.
In July 2002, pursuant to an agreement with Arnhold and S.
Bleichroeder Holdings Inc. (“ASB”), Natexis Banques Populaires agreed to acquire the entire capital stock of Arnhold and S.
Bleichroeder Inc. (“ASB”), a company incorporated under the laws of New York State, for the sum of $105 million, payable in
Populaires approved all the provisions of this agreement, as well as the transfer value of the shares transferred by ASB.
The shareholders also approved a share capital increase of €22,417,312 to pay for the acquisition, through the issuance of 1,401,082 fully paid-up shares with a nominal value of €16 each.
The stages in the creation of Natixis in 2006 1st half-year 2006: Exclusive negotiations between Groupe
March 12, 2006: Groupe Banque Populaire and Groupe Caisse d’Epargne enter into exclusive negotiations concerning the creation of Natixis.
The transfer includes: on the one hand, the transfer by Caisse Nationale des Caisses ■
Banques Populaires, of interests in certain subsidiaries and affi liates with activities in corporate and investment banking and fi nancial services, as well as cooperative investment certifi cates (“CICs”), issued since 2004 by each of the Caisse d’Epargne et de Prévoyance banks (1) (hereinafter referred to as “Caisses d’Epargne”) and representing 20% of their share capital (the “Caisses d’Epargne CICs”), that were also wholly owned by CNCE; and, on the other hand, the transfer by SNC Champion – a special- ■
Champion) each held an equal stake of 45.52% (44.86% on a fully diluted basis) in Natexis Banques Populaires, now Natixis.
Populaire banks issued CICs for Natexis Banques Populaires representing 20% of its share capital (together referred to as the
At the end of this market transaction, CNCE and BFBP each owned 34.44% of Natixis. Since then, their respective share was increased to 35.62% at the end of 2008.
Populaire and the Groupe Caisse d’Epargne formalized their agreement to begin discussions on the principle of a merger that would take place between the Banque Fédérale des Banques
On February 26, 2009, the Board of Directors of the Banque
ADDITIONAL INFORMATION9 The list of countries in which Natixis is present under its own name or through its subsidiaries or commercial representatives
To the best of my knowledge, the fi nancial statements were prepared in accordance with applicable accounting standards; and the information on the balance sheet, the fi nancial situation and the income of the company and the companies entering in the scope of consolidation is true and accurate. The management report accurately refl ects the business, the income and the fi nancial situation of the company and all the companies included in the consolidation scope and provides a description of potential risks and uncertainties.
I have obtained a letter from the Statutory Auditors certifying the completion of their work, in which they indicate that they have verifi ed the information relating to the fi nancial situation and the accounts given in this report and have read the whole of the report.”
Information concerning share buybacks ■ (Art. L.225-211, par. 2 of the French Commercial Code) ns
A joint subsidiary of Banque Populaire and Caisse d’…pargne groups -