The Operational Risk Committees of business lines are an offshoot of Natixis’ Operational Risks Committee. They closely manage exposure to operational risks for business lines. The c ommittees meet at least quarterly; and is chaired by the business line manager with the participation of the Operational Risk Department who has of a right of veto and acts as secretary to these committees .
(1) For each class of maturity (1-day, 2-day, ..., 3-month, ..., 1-year, ... 10-year), the static liquidity mismatch is defi ned as the difference between liabilities still outstanding and assets not yet amortized. A negative mismatch for a given class of maturities indicates that the bank has forecasted refi nancing needs to be raised on markets. A positive mismatch signifi es that the bank has excess resources that can be redeployed. The term stable means that no assumption about the production of new funds provided or funds employed is integrated into the calculation of the indicator.
SET UP BY THE COMPANY (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE) 7 Internal control process
V - INTERNAL CONTROL PROCEDURES RELATING TO ACCOUNTING AND FINANCIAL INFORMATION
The Finance Department is responsible for preparing Natixis’ consolidated fi nancial statements using the consolidation system and manual developed and administered by Natixis S.A. As a listed company Natixis is required to prepare its own consolidated fi nancial statements, although the sub-group of which it is the parent has been included, since July 1, 2009, in the BPCE consolidated group formed by the Banques Populaires and Caisses d’Epargne groups.
The consolidation process is operationally autonomous but nevertheless closely linked with that of BPCE.
The reliability of this process is based on the following core principles: a the definition and dissemination of the accounting principles applicable to companies of the group, including analysis and interpretation of new IFRS accounting regulations issued during the period; a use of the direct consolidation method, broadly rolled out throughout the Group, allowing for the consolidation packages from each consolidated company to be examined through a formal review process; a preparation of consolidated financial statements on a quarterly basis. This allows for a better level of control over financial reporting, thus anticipating the significant transactions of the financial year and increasing reconciliation frequency of intragroup transactions; a an automated control process for individual information provided by the consolidated entities through the use of consolidation packages integrating accuracy and consistency controls, which must be complied with before the data can be transmitted; a item- by- item analysis of all entries impacting consolidated shareholders’ equity and the preparation of a tax proof, including proof of deferred taxes, for each consolidated entity contributing to individualized proof of consolidated shareholders’ equity; a an audit trail justifying all accounting data published in the financial statements and their notes from individual accounts of each of the consolidated entities and consolidation entries; a archiving and security procedures including the twice-daily back-up of the unified consolidation database with regular performance of data recovery testing; a regular support to and appropriate training of accounting teams of the consolidated entities in which the consolidation system is rolled out, thus allowing for best practices to be spread within the group.
Notwithstanding the consolidation system, Natixis has completed the migration process towards a single accounting system that, combined with the implementation of an automatic interface for the production of consolidated data, has allowed , since June 30, 2009, a single consolidation package to be produced, thus simplifying and streamlining the process.
As part of the regulatory process introduced by the French Banking Commission (CRBF regulation) for internal control
CHAIRMAN’S REPORT ON THE COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD, AND THE INTERNAL CONTROL PROCESS AND RISK MANAGEMENT PROCESS SET UP BY THE COMPANY (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE)7 Internal control process systems of credit institutions, Natixis’ Internal Audit Department uses the results of the periodic audits that it performs to assess internal control procedures. There is a particular focus on accounting and fi nancial procedures of all consolidated entities, whether or not they have credit institution status.
The fact that most subsidiaries have their own management and control functions means that internal control procedures are decentralized and are tailored to the organization of each of the consolidated entities and systematically include a multi-tier accounting control process: a a basic level, where permanent and local controls in operational business lines are integrated into the operating process and formalized in clearly defined work programs; a an intermediate level driven by each entity’s financial or accounting departments where independent controls of operating processes are performed and intended to ensure the reliability and accuracy of the financial statements; a finally, a final level of this mechanism is assigned to Internal Audit in its periodic audit role.
Permanent and periodic controls are based, notably, on the monitoring of account justifi cation work undertaken by the various departments, clearance of suspense items, management/fi nancial accounts reconciliation procedures (at both the level of balance sheet assets as well as the income statement), compliance with accounting rules for the correct accrual of income and expenses, adjustments of anomalies identifi ed at the time of these controls as well as the corresponding analyses and documentation.
These controls are conducted using the diverse accounting systems in use throughout Natixis.
For all these systems, Natixis and its subsidiaries continue efforts to upgrade their accounting and fi nancial control procedures and equip themselves with suitable audit trail tools with the group’s Finance Department carrying out a supervision role steering and monitoring controls performed in subsidiaries.
Following the accounts migration on April 1, 2009, of the market operations scope, the Matisse system has become the sole accounting database for all entities managed by back-offi ce management systems in Paris.
With the fi rst stage attained, Natixis teams have continued their work, throughout the year, to isolate data in the systems relating to the GAPC scope (for further information about GAPC, please refer to c hapter 4 “GAPC“ ), as well as the data covered by the guarantee granted by BPCE from the second half of 2009.
The Natixis Accounting Control mechanism is based on the following fundamental principles: a a separation of the accounting entry and control functions; a an organization based on a first-level control placed in the business lines and a second-level review under the supervision of the Finance Department; a an emphasis adapted to the objectives defined; a a pace of work and a frequency of rollout of stable accounting controls; a steering and monitoring performed by the Finance Department.
On the market operations scope, the migration in the second quarter of 2009 to the accounting reference system enables separate management accounting teams to gradually converge their work methods.
Most of the key accounting control principles, presented in a charter, have been transposed, even if they are not totally based on the same systems.
In 2009 the focus was on: a the implementation of systems for pre-analysis workflow, (Recon), and the monitoring of suspense items, (Vermeer), thus enabling, for the market operations scope, to facilitate reconciliations and, for the rest of the environment, automate the monitoring of aged suspense items; a the implementation of new controls based either on financial structures or specific transactions, or on subjects such as individual and collective risks as well as contingencies and losses (thus satisfying recommendations issued during previous inspections); and a continuation of the streamlining process of the mechanism (“Performance” project), started in 2008 with the assistance of the Organization Department: Without compromising the various types of accounting controls and the level of quality required to produce the financial statements, it has enabled the “Accounting control” sector to identify the actions to be implemented to improve skill and productivity levels, in a context of workforce reduction linked, notably to the objectives of the French government’s employment protection plan.
In addition to developments of the mechanism, audit teams have been particularly in demand, in the context of the current fi nancial crisis, due to the requirements for strengthened controls.
The 2010 fi nancial year will be mainly dedicated to the continuation of the rollout of a new accounting system for the Asia platform. After being rolled out in Hong Kong, Singapore, Labuan and Sydney in 2009, the “Panda” project to reform the accounting system in Asia will now focus on the Ho Chi Minh City and Shanghai branches.
In addition to the control procedures followed by the fi nancial departments responsible for preparing individual or consolidated accounts, the quality of accounting controls is verifi ed by: a ad hoc audit assignments conducted by the Internal Audit Departments of Natixis’ central bodies (CNCE, BFBP) and of Natixis itself; a audits carried out by the French Banking Commission in its role as banking regulator; and a Statutory Auditor audits are carried out by three firms working in a collegiate and standardized manner each quarter throughout all entities in the Natixis group consolidation scope. The conclusions from these audits are based on Natixis’ compliance with group policies and the effectiveness of local internal control procedures.
CHAIRMAN’S REPORT ON THE COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD, AND THE INTERNAL CONTROL PROCESS AND RISK MANAGEMENT PROCESS SET UP BY THE COMPANY (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE)7 Statutory Auditors’ report on the Chairman’s report
In our capacity as Statutory Auditors of Natixis and in accordance with Article L.225-235 of the French commercial Code, we hereby report to you on the report prepared by the Chairman of the Board of Directors in accordance with Article L.225-37 of the French commercial Code for the year ended December 31, 2009.
Changes in the shareholder base over the past three years 461
In R esolutions One and Two , the General Shareholders’ Meeting is asked to approve the Natixis 2009 individual and consolidated fi nancial statements, respectively.
Resolutions Five to Nine ask the General Shareholders’ Meeting to, respectively, approve the co-opting of BPCE’s Alain Lemaire, Bernard Oppetit, Jean Criton and Laurence Debroux as Directors.
In Resolution Seventeen the General Shareholders’ Meeting is asked to renew the authorization given to the Board of Directors for a period of 18 months, to cancel, by means of share capital reduction, all or some of the treasury shares held by Natixis or bought back under the authorization given by the Ordinary General Shareholders’ Meeting, up to at most 10% of the capital in 24-month periods. This authorization would void any unused part of any prior authorization of the same type.
Granting of bonus shares to employees and executive corporate offi cers of Natixis and related companies
Resolution Eighteen looks to empower the Board of Directors to allocate free shares to employees of Natixis and related companies and groupings as well as executive corporate offi cers, up to at most 5% of the capital for up to 38 months from this meeting.
Directors to decide capital increases reserved for members of an employee savings plan for up to a maximum of €32 million to be deducted from the overall €5 billion ceiling adopted by the General shareholders’ Meeting of April 30, 2009.
The Board of Directors has recommended voting in favor of all resolutions put to this Combined General Shareholders’ Meeting, except for Resolution Nineteen .
Draft resolutions for the Combined General Shareholders’ Meeting of May 27, 2010
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, the report of the Chairman of the Board of Directors on the work of the Board and internal control procedures, as well as the report of the Statutory Auditors for the year ended December 31, 2009, approves the 2009 individual fi nancial statements as presented, as well as the transactions refl ected in these fi nancial statements or summarized in these reports, showing a loss of €2 ,046 ,308 ,381 .66 .
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, resolves to charge the full loss for FY 2009, i.e. €2 ,046 ,308 ,381 .66 , against the issue premium.
The General Shareholders’ Meeting is reminded that, as required by law, the net dividends paid out in the previous 3 years were as follows: Total amount of dividend distributed 1,049,083,323.80 EUR 549,919,212.30 EUR 0 EUR
Number of remunerated shares 1,219,864,330 1,222,042,694 0 * The dividend was eligible for a 40% allowance and for a fi xed allowance.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the special report from the Statutory Auditors on the commitments and agreements covered by Article L.225-38 and L.225-86 of the French Commercial Code, approves the related party agreements mentioned therein, pursuant to Articles L.225-40 and L.225-88 of the French Commercial Code, as well as the terms of this report.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, ratifi es the co-opting by the Board of Directors on August 25, 2009 of Alain Lemaire as Director, replacing Caisse Nationale des Caisses d’Epargne, who resigned, for the remainder of the latter’s directorship, namely until the end of the General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2014.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, ratifi es the co-opting by the Board of Directors on November 12, 2009 of Bernard Oppetit as Director, replacing Francis Henry, who resigned, for the remainder of the latter’s directorship, namely until the end of the General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2014.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, ratifi es the co-opting by the Board of Directors on November 12, 2009 of Jean Criton as Director, replacing JeanLouis Tourret, who resigned, for the remainder of the latter’s directorship, namely until the end of the General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2014.
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 noting the expiry of the term of offi ce as permanent Statutory Auditor of the Deloitte et Associés fi rm at the end of this meeting, resolves to reappoint, as permanent Statutory Auditor, the Deloitte et Associés fi rm, (185, avenue Charles-de-Gaulle 92524 Neuilly-sur-Seine Cedex), to be represented by Jose-Luis Garcia, for a period of 6 years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2015.
Resolution Fourteen (Appointment of permanent and substitute Statutory Auditors for the Capdevielle – Natixis – Trésor Public trust)
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.225209 et seq. of the French Commercial Code, of Commission Regulation (EC) No. 2273/2003 of December 22, 2003 and market practices approved by the AMF, authorizes the Board of Directors, with the right to further delegate in the manner provided by law, to buy back or have bought back shares in the Company and: 1. resolves that these shares may be purchased so as to: j ensure the enhancement of the share liquidity , in particular to favor trading liquidity and listing stability, under a liquidity contract that refl ects the principles set out in the Compliance Code of the AFEI (Association française des entreprises d’investissement – French Association of Investment Firms) dated March 14, 2005, recognized by the AMF and entered into with an investment services provider acting independently, in line with market practice approved by the AMF, j 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, j allocate free shares in accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, j award or transfer shares to employees in connection with their share of Company profi ts or implement any employee savings plan in the manner provided by law, in particular Articles L.3332-1 et seq. of the French Labor Code, j retain said shares and tender them, at a later date, as payment, exchange or otherwise, as part of acquisitions, mergers, spin-offs or contributions, j tender shares upon exercise of rights attached to securities giving access to capital by means of redemption, conversion, exchange, presentation of a warrant or any other means, j cancel shares, in whole or in part, as part of a capital reduction authorized by Extraordinary General Shareholders’ Meetings, j more generally, carry out any transaction permitted under current regulations or that may be permitted in the future; in this event, the Company would inform its shareholders by means of a press release.
This authorization is granted for a period of eighteen (18) months from the date of this meeting and voids, from this day, any unused part of any prior authorization having the same purpose, and, in particular, that granted in resolution 39 of the Combined General Shareholders’ Meeting of April 30, 2009.
(ii) the financial statements of Natixis Securities and of the Company relating to the year ended December 31, 2009 and used as a basis for the terms and conditions of the merger,
(iii) receipt of withdrawal of authorization of Natixis Securities from the CECEI (Comité des établissements de crédit et des entreprises d’investissement which has become the Autorité de Contrôle Prudentiel - Regulatory Control Body) , and
(ii) the definitive completion of the merger is conditional on: (a) getting the CECEI (which has become the Autorité de Contrôle Prudentiel – Regulatory Control Body) to withdraw the authorization granted to Natixis Securities on which the merger depends; (b) the approval of the General Shareholders’ Meeting of Natixis Securities of the financial statements for the year ended December 31, 2009; and (c) the approval by the Company’s General Shareholders’ Meeting of the financial statements for the year ended December 31, 2009, of the agreement and merger that is agreed therein,
Resolution Eighteen (Authorization to be given to the Board of Directors for the purposes of allocating free shares to employees and executive corporate officers of Natixis and related companies)
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 special report from the Statutory Auditors, pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code: a authorizes the Board of Directors to, on one or more occasions, both in France and abroad, allocate free new or existing Company shares, to beneficiaries belonging to groups it shall determine from amongst members of the employees of the Company or of companies and groupings related to it as per the provisions of Article L.225-197-2 of the French Commercial Code, or of executive corporate officers referred to in Article L.225-197-1 (II) of the same Code; a delegates to the Board of Directors the task of determining the identity of the beneficiaries within the aforementioned groups, the number of free shares that may be awarded to each one, as well as the conditions and, as the case may be, criteria for awarding these shares; a resolves that the total number of existing or new Company shares that may be the subject of free shares allocation may not represent over 5% of the Company’s capital as of the date of the allocation decision by the Board of Directors, it being noted that the new shares already allocated by the Board of Directors up to date shall not be included for the purposes of calculating this 5% threshold; a resolves that the maximum par value of the capital increases that may be carried out now or in the future by virtue of this resolution is €233,000,000 and shall be deducted from the overall €5 billion ceiling provided for in point 3 of resolution 13 of the Combined General Shareholders’ Meeting of April 30, 2009 or, where appropriate, from any overall ceiling that may be provided for in any resolution of the same type that may supersede said resolution during the period of validity of this authorization; a resolves that the free shares allocation shall vest to their beneficiaries, subject to the satisfaction of any conditions or criteria laid down by the Board of Directors, at the end of a period of at least 2 years and that the minimum lock-up period for the beneficiaries shall be set at 2 years from the date on which their share allocation vests, it being noted that in the event of vesting periods equal to or longer than 4 years, the lock-up period may be reduced or even eliminated; a notes and resolves that this authorization contains, in favor of the beneficiaries of the share allocations , the express waiving by shareholders of their preferential subscription rights to any ordinary shares that may be issued pursuant to this resolution and a correlative waiving by shareholders in favor of beneficiaries of said grants of the portion of the reserves, retained earnings, premiums or other items thereby incorporated, and, more generally, the waiving by shareholders of any right to the ordinary shares (new or existing) that may be granted in the form of free shares, pursuant to this resolution; a fully empowers the Board of Directors, with the right to further delegate in the manner provided by law, to implement this resolution, and notably to: (i) set the conditions and, as the case may be, the criteria for allocating ordinary shares,
(iv) enter into any agreements, draft all documentation, record the carrying out of capital increases carried out pursuant to this authorization following definitive vesting, accordingly amending the bylaws, as the case may, carrying out or having carried out all acts, formalities, filings with any body and, more generally, doing whatever is necessary.
This authorization is granted for a period of thirty-eight (38) months from the date of this meeting and voids, from this day, as the case may be, any unused part of any prior authorization having the same purpose, and, in particular, that granted in resolution 7 of the Combined General Shareholders’ Meeting of May 24, 2007.
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 special report from the Statutory Auditors, pursuant to, fi rstly, the provisions of Articles L.225-129-2, L.225-129-6 and L.225-138-1 of the French Commercial Code and, secondly, the provisions of Articles L.3332-18 et seq. of the French Labor Code: 1. delegates to the Board of Directors, with the right to further delegate in the manner provided by law, its powers to decide to increase the Company’s share capital, on one or more occasions, by an overall maximum par value of thirty-two (32) million euros, by issuing shares or securities giving access to capital, reserved for members of one or more employee savings plans (or any other plan for whose members legal and regulatory provisions would enable the reserving of a capital increase on equivalent terms) set up within the Natixis Group comprised of the Company and French or foreign companies within the scope of consolidation or combination of financial statements of the Company pursuant to Article L.3344-1 of the French Labor Code, it being specified that the maximum par value of capital increases that may be carried out now or in the future by virtue of this authorization shall be deducted from the overall €5 billion ceiling provided for in point 3 of resolution 13 of the Combined General Shareholders’ Meeting of April 30, 2009 or, where appropriate, from any overall ceiling provided for by any resolution of the same type that may supersede said resolution during the period of validity of this authorization; 2. sets the period of validity of the authorization provided for by this resolution to twenty-six (26) months from the date of this meeting; 3. resolves that the issue price for new shares or securities giving access to capital shall be determined as per the provisions of Articles L.3332-18 et seq. of the French Labor Code; 4. authorizes the Board of Directors to allocate free shares to the aforementioned beneficiaries of, in addition to shares or securities to be subscribed for in cash as part of the aforementioned capital increases, shares or securities giving access to capital to be issued, or already issued, in place of any discount provided for and/or matching contribution, it being understood that the benefit resulting from this grant may not exceed the applicable legal and regulatory limits as per the provisions of Articles L.3332-10 et seq. of the French Labor Code; 5. resolves to waive in favor of the aforementioned beneficiaries, preferential subscription rights of shareholders to shares and securities giving access to capital the issue of which is covered by this authorization, said shareholders also waiving, in the event of the bonus granting to the aforementioned beneficiaries of shares or securities giving access to capital, any right to said shares or securities giving access to capital, including to the portion of the reserves, retained earnings or premiums incorporated into the capital, as a result of the bonus granting of said securities on the basis of this resolution; 6. authorizes the Board of Directors, in accordance with the conditions laid down in this authorization, to sell shares to members of an employee savings plan such as provided for in Article L.3332-24 of the French Labor Code, it being specified that sales of shares carried out with a discount to members of one or more employee savings plans referred to in this resolution, shall be deducted, up to the par value of shares thereby sold, from the overall ceiling referred to in point 1 above; 7. resolves that the Board of Directors shall be fully empowered to implement this authorization, with the right to further delegate in the manner provided by law, within the limits and on the conditions specified above, in particular, for the purpose of: j compiling, in the manner provided by law, the list of companies of which the aforementioned benefi ciaries may subscribe for shares or securities giving access to capital thereby issued and benefi t, where appropriate, from shares and securities giving access to capital allocated in the form of free shares , j resolving that subscriptions may be made directly by benefi ciaries, members of an employee savings plan, or via employee share ownership plans or other structures or entities allowed under applicable legal or regulatory provisions, j determining the conditions, particularly length of service, to be met by benefi ciaries of capital increases, j setting the opening and closing dates for subscriptions, j fi xing the amounts of issues made 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,
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting of May 27, 2010 delivery and the vesting date (even retroactive) of securities issued in this way, the rules of reduction applicable in the event of over-subscription as well as other issue terms and conditions, within applicable legal and regulatory limits, j in the event of allocations of free shares or securities giving access to capital, setting the nature, characteristics and number of shares or securities giving access to capital to be issued, the number to be allocated to each benefi ciary, and fi nalizing the dates, deadlines, terms and conditions of allocation of these shares or securities giving access to capital within current legal and regulatory limits and, in particular, choosing whether to substitute, in full or in part, the allocation of these shares or securities giving access to capital for any discounts planned, or to charge the equivalent value of these shares or securities giving access to capital against total matching contributions, or to combine the two options, j if new shares are issued, where appropriate, allocating the sums required in order to pay up said shares in full from reserves, retained earnings or issue premiums, j recording the completion of capital increase(s) for the number of shares to be subscribed and accordingly amending the bylaws, j where appropriate, setting off the cost of the capital increase(s) against the amount of the related premiums and deducting from this amount the sums required to raise the legal reserve to one tenth of the new capital resulting from these capital increases, j entering into any agreements, completing directly, or indirectly via a proxy, all transactions and formalities, including formalities subsequent to capital increases and accordingly amending the bylaws, j generally speaking, entering into any agreements, particularly for the successful completion of planned issues, taking all necessary measures and decisions and completing all necessary formalities for the issue, listing and fi nancial servicing of the securities issued by virtue of this authorization, as well as for the exercise of the rights related to or stemming from the capital increases; 8. resolves that this authorization voids, from this day, as the case may be, any unused part of any prior authorization having the same purpose, and, in particular, that granted in resolution 18 of the Combined General Shareholders’ Meeting of April 30, 2009.
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 special report from the Statutory Auditors, and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135 and L.225-136 of said Code: a authorizes the Board of Directors to use the powers granted in R esolutions Fourteen and Seventeen of the Combined General Shareholders’ Meeting of April 30, 2009 and resolution 20 of today’s Extraordinary General Shareholders’ Meeting in order to issue, on one or more occasions, in accordance with the provisions of Article L.225-136 of the French Commercial Code, shares with waiving of preferential subscription rights by means of one or more offerings referred to in Article L.411-2 (II) of the French Monetary and Financial Code; a resolves that the maximum par value of capital increases resulting from the implementation of this resolution may not exceed 20% of the share capital per annum; a resolves that for any issue of shares or securities giving access to the capital either now or in the future by virtue of this authorization, the issue price may be set in accordance with the terms of R esolution Twenty of today’s Extraordinary General Shareholders’ Meeting, within a limit of 10% of the share capital per annum, it being noted that the amount of these issues shall be deducted from the €5 billion ceiling provided for in point 3 of R esolution Thirteen of the Combined General Shareholders’ Meeting of April 30, 2009; a resolves that for all issues of shares or securities giving access to the capital either now or in the future by virtue of this authorization, the Board of Directors, with the right to further delegate in the manner provided by law and regulations, may, in accordance with the terms of R esolution Seventeen of the Combined General Shareholders’ Meeting of April 30, 2009, resolve to increase the amount of shares or securities to be issued at the same price as that set for the initial issue, within the deadlines and limits provided for under regulations applicable on the date of the issue and up to at most 15% of the initial issue, where the Board of Directors records an over-subscription, it being noted that the amount of these issues shall be deducted from the €5 billion ceiling provided for in point 3 of Resolution Thirteen of the Combined General Shareholders’ Meeting of April 30, 2009; a resolves that (i) the nominal amount of issues of shares or securities giving access to capital either now or in the future by virtue of this authorization shall be deducted from the €5 billion ceiling set in point 3 of Resolution Thirteen of the Combined General Shareholders’ Meeting of April 30, 2009 or, as the case may be, from the amount of any overall ceiling that may be provided for in any resolution of the same type that may supersede said resolution during the period of validity of this authorization; and that (ii) the nominal amount of debt that may be issued by virtue of this authorization shall be deducted from the €1.5 billion ceiling set in point 3 of Resolution Thirteen of the Combined General Shareholders’ Meeting of April 30, 2009 or, as the case may be, from the amount of any overall ceiling that may be provided for in any resolution of the same type that may supersede said resolution during the period of validity of this authorization; a resolves that the Board of the Directors shall be fully empowered, with the right to further delegate in the manner provided by law, to implement this authorization pursuant to the terms of R esolutions Fourteen and Seventeen of the Combined General Shareholders’ Meeting of April 30, 2009 and resolution 20 of today’s Extraordinary General Shareholders’ Meeting; a resolves that this authorization shall come into force on this day and shall remain valid for so long as R esolution Fourteen of the Combined General Shareholders’ Meeting of April 30, 2009 is valid.
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting of May 27, 2010
The difference between the par value of the canceled shares and the overall buyback price shall be allocated to the Company’s reserves and/or premiums accounts.
(iv) record the number of shares accepting the public share buyback offer, make any reductions and, accordingly, set the definitive amount of the capital reduction and record its completion,
(v) make the allocations to the premium and/or reserve accounts relating to the transaction,
A joint stock company (société anonyme) with a Board of Directors with share capital of €4,653,020,308.80
The name of the Company is “NATIXIS”. The Company’s registered offi ce is in Paris (13th ), at 30, avenue Pierre Mendès France.
The duration of the Company, created on November 20, 1919 was raised to 99 years beginning on November 9, 1994 unless it is extended or dissolved early.
The share capital has been set at €4,653,020,308.80, divided into 2,908,137,693 fully paid-up shares of €1.60 each.
In the event of non-compliance with the notifi cation requirement provided for in the previous paragraph and upon request, recorded in the minutes of the meeting from a shareholder representing at least 1% of the voting rights, the shares exceeding the fraction which should have been declared will lose their voting rights for a period of 2 years following the date of regularization of the notifi cation.
The directors are appointed by the Ordinary General Shareholders’ Meeting; however, the Board has the right, in the case of the vacancy of one or several seats, due to death or resignation, to appoint replacements by cooptation, each for the period remaining on his predecessor’s term, subject to the ratifi cation of the next General Shareholders’ Meeting.
Directors are appointed for a duration of six (6) years. They may be re-elected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting voting on the accounts of the past fi nancial year, held the year during which his term expires.
The Board of Directors elects a Chairman who must be an individual, selected among its members. The Chairman is elected for the duration of his term as director and may be re-elected.
He sees to the smooth operation of the Company’s bodies and makes sure in particular that the directors are able to perform their mission.
The Board may also be convened by the Chairman at the request of at least one third of the directors, or at the request of the Chief Executive Offi cer, on the basis of a specifi c agenda. The Chairman is bound by the requests made in this manner.
The Board of Directors establishes internal regulations which may stipulate that, except for adopting decisions concerning the preparation of the annual accounts and the management report as well as for preparing the consolidated accounts and the group’s management report, the directors who participate in the Board meeting by videoconference or by using telecommunication means, on the conditions permitted or required by law and the regulations in force, are deemed present for calculating the quorum and the majority.
11.2 - In the event of an emergency as defi ned below (“Emergency”), the following accelerated procedure may be applied.
An emergency is defi ned as an exceptional situation (i) characterized by the existence of a short notice, imposed by a third party on pain of foreclosure and the non-respect of which might entail a prejudice for the Company or one of its main subsidiaries, or (ii) requiring a rapid response from the Company which is incompatible with the application of the usual notice periods for the Board of Directors.
Article 12 – Powers of the Board of Directors 12.1 - The Board of Directors sets the guidelines of the Company’s activity and sees to the implementation thereof Subject to the corporate purpose and to the powers expressly granted by law or these bylaws to the General Shareholders’ Meetings, the Board concerns itself with any matter relating to the smooth running of the Company and governs its business through its deliberations. The Board of Directors performs the controls and checks it deems are timely.
As an exception, the fi rst Board meeting will be held immediately after the Combined General Shareholders’ Meeting of April 30, 2009, and the choice of the executive management
By proposal of the Chief Executive Offi cer, the Board of Directors may appoint one to fi ve individuals selected among the directors or outside their ranks, in charge of assisting the Chief Executive Offi cer with the title of Deputy Chief Executive Offi cer.
Corporate offi cers are responsible to the Company or to third parties, either for violations of the legal or regulatory provisions governing joint stock companies, or for violations of these bylaws, or for faults committed in their management, all on the conditions and on pain of the sanctions stipulated by the laws in force.
The Ordinary General Shareholders’ Meeting may appoint one or several non-voting members.
With respect to holders of bearer shares, it is their authorized intermediaries which hold accounts of bearer shares which prove their clients’ status as a shareholder directly to the centralizing body of the meeting. They do so by producing a certifi cate that they attach to the voting form or admission card request in the name of the shareholder or the name of the registered intermediary acting on behalf of the shareholder. A certifi cate is also delivered to a shareholder who wishes to attend the meeting in person and who has not received an admission card by the 3rd business day preceding the General Shareholders’ Meeting at twelve midnight Paris time.
Shareholders may, under the terms and conditions fi xed by law and regulations, send their proxy and absentee voting ballots, either in paper format or, on decision of the Board of Directors published in the notices of meeting, through tele-transmission. The Board of Directors may also decide that shareholders may participate and vote at any General Shareholders’ Meeting by videoconference or tele-transmission under the terms and conditions set by the regulations.
The Ordinary General Shareholders’ Meeting which must be held annually hears the report on the Company’s business drafted by the Board of Directors and presented by its Chairman, as well as the report by the Statutory Auditors and any other report stipulated in the regulations.
The Company’s fi nancial year begins on January 1 and ends on December 31.
Article 33 – The fi nancial year’s profi ts – Dividends
From the profi ts of each fi nancial year, minus previous losses as the case may be, at least 5% is levied to create the legal reserve. This levy ceases to be mandatory when said reserve reaches a sum equal to one tenth of the share capital. It must be resumed when this reserve falls below this tenth.
The Ordinary General Shareholders’ Meeting may offer an option to the shareholders, for all or a part of the dividend distributed, between payment of the dividend in cash or in shares. In this second option, payment will take place by an allocation of Company shares in accordance with the applicable legal and regulatory provisions.
If, due to losses recognized in the accounting documents, the Company’s equity capital falls below one half of the share capital, the Board of Directors is required, within 4 months following the approval of the accounts which have revealed these losses, to convene the Extraordinary General Shareholders’ Meeting in order to decide whether it is fi tting to dissolve the Company early.
They are registered in share accounts and are transferred in the terms provided for by law and regulations.
The share capital amounted to €4,653,020,308.80 at December 31, 2009, split into 2,908,137,693 shares of €1.60 each fully paid up.
The Extraordinary General Shareholders’ Meeting resolved that these capital increases, the overall ceiling for which may not exceed a par value of fi ve (5) billion euros, may be carried out either by issuing shares or by issuing securities giving access to share capital, particularly in the form of debt securities (the total nominal amount of these debt securities giving access to capital not exceeding €1.5 billion).
Report of the Board of Directors on the use of capital increase authorizations in 2009
No capital increase power, granted to the Board of Directors by the Combined General Shareholders’ Meeting of April 30, 2009 had been used as of December 31, 2009.
J SUMMARY TABLE OF POWERS GRANTED TO THE EXECUTIVE BOARD OR TO THE BOARD OF DIRECTORS BY THE GENERAL SHAREHOLDERS’ MEETING
For the purpose of allocating stock options 10,000,000 shares 38 months 1.29.2007 replaced on
Possibility for shares issued with waiving of preferential subscription rights for shareholders to be used as remuneration for shares tendered in the event of a public exchange offer or a contribution in kind 10% of the share capital (at the time of issue) 26 months none, replaced on
For the purpose of increasing the capital via the issue of ordinary shares or of any securities giving access to capital, with retention of preferential subscription rights of shareholders €4 billion 26 months 9.30.2008 €3.7 billion
Possibility for shares or securities giving access to capital issued with waiving of preferential subscription rights of shareholders to be used to remunerate contributions in kind 10% of the share capital (at the time of issue) (b) 26 months none none
Possibility to increase the amount of issues in the event of over-subscription 15% of initial issue (b) 26 months none none
For the purpose of increasing the capital via the issue of ordinary shares or any securities giving access to capital, with waiving of preferential subscription rights of shareholders €5 billion (c) 26 months none none
For the purpose of increasing the capital via the incorporation of premiums, reserves, retained earnings or other items €5 billion (c) 26 months none none
Possibility to increase the amount of issues in the event of over-subscription 15% of initial issue (c) 26 months none none
(a) Amount deducted from the ceiling decided in resolution n o. 8 of said General Shareholders’ Meeting.
(b) Amount deducted from the ceiling decided in resolution n o. 1 of said General Shareholders’ Meeting.
(c) Amount deducted from the ceiling decided in resolution n o. 13 of said General Shareholders’ Meeting.
These options were granted up to 2005: a to employees and executive corporate officers of Natexis Banques Populaires and other companies in which Natexis Banques Populaires directly or indirectly held majority interests; a to employees and executive corporate officers of Banque Fédérale des Banques Populaires, des Banque Populaire and entities that are more than 50% directly or indirectly, exclusively or jointly, owned by Banque Fédérale des Banques Populaires or affiliated institutions.
J SUMMARY OF STOCK OPTION PLANS GRANTED TO NATIXIS EXECUTIVE CORPORATE OFFICERS AT DECEMBER 31, 2009
Observations: The figures factor in the adjustment to the option exercise price and the number of options following the cash capital increase of September 2008.
Certain exemptions allow options to be exercised early (third party financial transactions impacting the Natixis capital, and the death or negotiated retirement of the beneficiary).
From 2001 to 2005, the beneficiary officers were the Chairman and Chief Executive Officer of Natexis Banques Populaires.
Total number of options granted/ shares subscribed for Weighted average price Plan
Year Number of shares at the start of the fi nancial year Number of shares created during the fi nancial year Number of shares at the end of the fi nancial year
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 stemming from the conversion of convertible subordinated perpetual 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 ABC real-estate company 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 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 capital increase reserved for Banque Fédérale des 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 the CNCE and SNC CHAMPION contributions 73,131,476 1,170,103,616 13,128,041,797.00
capital reduction by means of cancellation of treasury shares (15,552,460) (24,883,936) (288,910,332.20)
Payment of the dividend in shares 42,342,502 67,748,003.20 329,424,665.56 2008 expenses offset against the contribution premium (66,113,652.29)
The ownership of shares by executive corporate offi cers is not material. Please see previous pages for details of stock options granted by the Company to certain employees and executive corporate offi cers.
Control of Natixis is described above; however, Natixis believes that there is no risk of abusive exercise of management control .
Up to end July 2009, Natixis was owned by two major shareholders (BFBP and CNCE), which had entered into a shareholders’ agreement (hereinafter the “Agreement”) on November 17, 2006, the main terms of which were as follows: a the stability of their respective interests in Natixis (which had to be identical); a the governance of Natixis and of its main subsidiaries; a coordination with a view to taking a common position on resolutions put to shareholders.
A - Description of the main provisions of the Banques Populaires CCI s agreement
Banques Populaires CCIs are freely tradable. However, the sale of Banques Populaires CCIs should be approved beforehand by the Board of Directors of the Banque Populaire concerned.
Banques Populaires CCIs may be repurchased from Natixis on the initiative of each Banque Populaire, without the prior authorization of the special general meeting of CCI holders and with the prior authorization of the BPCE, in the event of BPCE’s control of Natixis ending or reform of the 1947 law involving a substantial alteration of the rights of Banques Populaires CCI holders.
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 Natixis to be maintained, Natixis must submit the precise terms of the changes made necessary to Banques Populaires in order for them to be able to determine whether they should integrate the new aspects of infl uence in their arrangements or whether they should decide, on receiving prior authorization from the Board of Directors of BPCE, to exercise their right to buy back the CCI s that they have issued.
3 - TECHNICAL AND INDUSTRIAL COOPERATION BETWEEN NATIXIS AND BANQUES POPULAIRES
Natixis and Banque Populaire have agreed to maintain existing industrial and commercial relations for a period of at least 10 years from the subscription date of Banques Populaires CCIs and, in particular, the provision of the following services: a provision of IT infrastructure; a the provision of industrial services (retention of rights, payment systems, operational management of currency accounting); a the design and management of customer products on behalf of Banques Populaires (asset management, the whole range of insurance products (life, provident, fire, accident and other risks), factoring and lease financing, financial engineering, development capital, employee benefits planning (and particularly company savings schemes), international financial engineering, credit insurance and commercial information (Coface)).
4 - NATIXIS IS REQUIRED TO MAINTAIN ITS INTEREST AT 20% OF THE CAPITAL OF EACH OF THE BANQUES POPULAIRES
The Caisses d’Epargne CCI Agreement provides that the transfer of all or part of Caisses d’Epargne CCI s by Natixis shall be subject to the prior agreement of BPCE.
Under the terms of the Caisses d’Epargne CCI s A greement, Natixis undertakes to sell to BPCE or the relevant Caisse d’Epargne, in accordance with the terms and conditions defi ned below, the Caisses d’Epargne CCI s without the prior authorization of the special general meeting of the holders of Caisses d’Epargne CCI s, in the following circumstances: (i) in the event that BPCE control over Natixis ceases; (ii) any sale and/or transfer of Caisses d’Epargne CCI s for any reason whatever, including in the event of a merger or spin-off of Natixis; (iii) reform of France’s 1947 law resulting in a substantial change to the rights of CCI holders; (iv ) any legislative or regulatory changes or changes in the assessment of the regulators concerned or of the Statutory Auditors of Natixis that makes it necessary to increase the influence of Natixis or to alter it significantly in order to enable the consolidation of Caisses d’Epargne CCI s by Natixis to be maintained, on the understanding that, in this event, Natixis must submit the precise terms of the changes made necessary to BPCE and the Caisse d’Epargne concerned in order for them to be able to determine whether they should integrate the new aspects of influence in their arrangements or whether they should decide to exercise their right to buy back Caisses d’Epargne CCI s.
In the event that BPCE and the relevant Caisse d’Epargne exercise their right to buyback Caisses d’Epargne CCI s in the case of (iii) above, the right of the Caisse d’Epargne concerned will have priority over that of the BPCE.
The buyback value of Caisses d’Epargne CCI s will be calculated using the method of valuation used when they were transferred in favor of Natixis and must take account of the proportion of the net assets to which the CCI s confer a right. In the absence of agreement between Natixis and BPCE or the relevant Caisse d’Epargne, this repurchase value will be determined by an expert.
The subsidiaries and investments in corporate and investment banking businesses (CIB) transferred in 2006 by the CNCE provide the following services, in particular, to the Caisses d’Epargne network: a custody; a design and management of customer products (asset management, revolving credit facilities, surety bonds for borrowers, factoring and equipment lease financing, financial engineering and market products, local authority financing, debt management); and a securities and derivatives brokerage.
4 - NATIXIS IS REQUIRED TO MAINTAIN ITS INTEREST AT 20% OF THE CAPITAL OF EACH OF THE CAISSES D’EPARGNE
As indicated previously, BPCE and Natixis have agreed to implement protective measures to guard against future Natixis losses and the volativity of its results brought on by the GAPC credit portfolio assets, in the form of a guarantee.
More detailed information concerning this guarantee is available in c hapter 4 “ GAPC” .
Chairman of the Board of Directors of Havas Média France (ended 04.7. 2009)
Permanent Representative of Bolloré Participations, Director of Cie des Tramways de Rouen
Permanent Representative of Bolloré Participations, Director of Société Anonyme Forestière et Agricole (Safa)
Permanent Representative of Bolloré Participations, Director of Sté Industrielle et Financière de l’Artois
Permanent Representative of Bolloré on the Board of Directors of Bolloré Média (since 12.17. 2009)
FRANCE Chairman and Chief Executive : Director and Bolloré Participations Chairman of the Board of Directors (non-CEO): Financière de l’Odet, Havas Media France and Havas Chairman: Bolloré Production, VEPB Chief Executive Officer: Omnium Bolloré, Financière V, Sofi bol Director: BatScap, Bolloré, Bolloré Participations, Direct 8 (formerly Bolloré Média), Compagnie des Glénans, Matin Plus (formerly Compagnie de Bangor), Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol, Havas Media France, Havas and VEPB Member of the Supervisory Board of Natixis; Permanent Representative: Bolloré Participations on the Boards of Directors of Société Anonyme Forestière et Agricole (Safa), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen, IER Permanent Representative of Bolloré Participations, member of the Supervisory Board of Compagnie du Cambodge Permanent Representative of Bolloré on the Board of Fred et Farid Permanent Representative of Havas on the Board of Médiame trie
FRANCE Chairman and Chief Executive: Bolloré and Bolloré Participations Chairman of the Board of Directors (non-CEO): Bolloré Investissement, Financière de l’Odet, Bolloré Média and Havas Chairman of Bolloré Production Chief Executive: Omnium Bolloré, Financière V, Sofi bol Director: BatScap, Bolloré Investissement, Bolloré, Bolloré Participations, Bolloré Média, Compagnie des Glénans, Financière Moncey, Financière de l’Odet, Havas, Natexis Banques Populaires Member of the Supervisory Board of Vallourec Permanent Representative: Bolloré Participations on the Boards of Directors Société Anonyme Forestière et Agricole (Safa), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen, IER Permanent Representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge Permanent Representative of Compagnie du Cambodge on the Supervisory Board of Société Financière HR
INTERNATIONAL Chairman of Plantations des Terres Rouges Deputy Chairman of Nord Sumatra Investissements Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB) and Bereby Finances Director: BB Group, Centrages, Compagnie Internationale de Cultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Financière du Champ de Mars (formerly Socfi n), Socfi naf, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Socfi ninter, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol) Deputy Director of Nord Sumatra Investissements Permanent Representative: Bolloré Participations on the Boards of Directors of SDV Cameroun and SDV Congo
INTERNATIONAL Chairman of Plantations des Terres Rouges Deputy Chairman of Nord Sumatra Investissements Vice-Chairman: Société des Caoutchoucs de Grand Bereby (SOGB) and Bereby Finances Director: BB Group, Centrages, Compagnie Internationale de Cultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Socfi n, Socfi naf, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Socfi ninter, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol) Deputy Director of Nord Sumatra Investissements Permanent Representative: Bolloré Participations on the Boards of Directors of SDV Cameroun and SDV Congo
Vice-Chairman of the Board of Directors of Natixis Asset Management (NAM)
Chairman of the Board of Directors: Banque Populaire des Alpes Chairman of the Board of Directors: NGAM Member of the Supervisory Board: Natixis Vice-Chairman of the Board of Directors: Banque Fédérale des Banques Populaires, of Banque de Savoie and of Natixis Asset Management Director of Natixis Private Banking Chairman and Chief Executive Officer of Routin S.A. (Chambéry) and of Brasserie des Cimes (Aix les Bains) Chairman of the Board of Directors of Routin America Inc. Chairman of Routin Nord Europe (Copenhagen)
Chairman of the Board of Directors: Banque Populaire des Alpes Chairman of the Board of Directors: Natixis Global Asset Management Member of the Supervisory Board: Natixis Vice-Chairman of the Board of Directors of Natixis Asset Management Director: Natixis Private Banking, Banque Fédérale des Banques Populaires Chairman and Chief Executive Officer: of Routin S.A. (Chambéry) and of Brasserie des Cimes (Aix les Bains) Chairman of the Board of Directors of Routin America Inc. Chairman of Routin Nord Europe (Copenhagen)
Chairman of the Board of Directors of Banque Populaire des Alpes Chairman: Savoie Entreprendre Director: Banque Fédérale des Banques Populaires, Banque Privée SaintDominique, Syndicat national des fabricants de sirops
Executive Chairman of Caisse d’Epargne et de Prévoyance, Ile de France
Executive Chairman of Caisse d’Epargne et de Prévoyance of CEP Ile de France Paris Chairman of the Supervisory Board of Banque BCP Chairman and Chief Executive Officer of SICAV Ecureuil Dynamique + Vice-Chairman of the Supervisory Board: Caisse Nationale des Caisses d’Epargne (CNCE), Natixis Member of the Supervisory Board: Ixis CIB, EFIDIS (legal representative of CEP IDF) Director: Immobilière 3F (legal representative of CEP IDF), Eulia Caution (legal representative of CEP IDF), ODACIA (legal representative of CEP IDF), SACCEF (legal representative of CEP IDF), SOCAMAB Assurances (legal representative of CEP IDF) Non-voting Member of CNP Assurances
Executive Chairman of Caisse d’Epargne et de Prévoyance: CEP Ile de France Paris Chairman and Chief Executive Officer of SICAV Ecureuil Dynamique + Vice-Chairman of the Supervisory Board of Caisse Nationale des Caisses d’Epargne (CNCE) Member of the Supervisory Board: Ixis CIB Director: Immobilière 3F (legal representative of CEP IDF), Eulia Caution (legal representative of CEP IDF), ODACIA (legal representative of CEP IDF), SACCEF (legal representative of CEP IDF), SOCAMAB Assurances (legal representative of CEP IDF)
Chairman of the Executive Board of Caisse d’Epargne Côte d’Azur Member of the Supervisory Board: Natixis, Banque Palantine Member of the Board of the FNCE Director of Siparex Associés Member of the Supervisory Board of Banque Palatine Director and Member of the Supervisory Board of Caisse Nationale des Caisses d’Epargne Chairman of the Management Board of SAS Alliance Entreprendre Chairman of SAS Alliance Entreprendre Développement
Chairman of the Executive Board of Caisse d’Epargne Côte d’Azur Member of the Supervisory Boards: CNCE, of SOCFIM, Banque Palatine Director: Ecureuil Vie, Ecureuil Gestion, Siparex Associés, Foncier Expertise Chairman: SAS Alliance Entreprendre Chairman: SAS Alliance Entreprendre Développement
Chief Executive Officer of Banque Populaire Rives de Paris Chairman and Chief Executive Officer and Director of Sud Participation S.A.
Chairman of the Board of Directors: Turbo S.A. Director: Coface, Natexis Assurances, Natexis Private Banking, Natexis Private Equity, Société Marseillaise de Crédit (SMC), Fondation d’Entreprise Groupe Banque Populaire Permanent Representative of Banque Populaire Rives de Paris on the Board of Directors (Vice-Chairman) of i-BP Chairman: SAS Sociétariat Banque Populaire Rives de Paris
Chief Executive Officer of Banque Populaire Rives de Paris Chairman and Chief Executive Officer and Director: Sud Participation S.A. Director: Coface, Natexis Assurances, Natexis Private Banking, Fondation d’Entreprise Groupe Banque Populaire Permanent Representative of Banque Populaire Rives de Paris on the Board of Directors (Chairman) of i-BP Chairman of SAS Sociétariat Banque Populaire Rives de Paris
Chief Executive Officer of Banque Populaire Rives de Paris Chairman and Chief Executive Officer and Director of Sud Participation S.A. Chairman of the Board of Directors: Turbo S.A. Director: Natexis Private Equity, Coface, Natexis Assurances, Natexis Private Banking Permanent Representative of Banque Populaire Rives de Paris on the Board of Directors of i-BP Chairman of SAS Sociétariat Banque Populaire Rives de Paris
Chief Executive and Financial Offi cer and Member of the Executive Board of BPCE (since 07.31.2009)
Deputy Chief Executive: Groupe La Poste Member of the Executive Committee: Groupe La Poste
Philippe Dupont , age 58, Chairman of the Supervisory Board of BPCE . From 1999 to March 2009 he was Chairman and Chief Executive Offi cer of Banque Fédérale des Banques Populaires and from 2006 to March 2009 he was Chairman of the Natixis Executive Board. Having earned degrees in Management and Economics, Philippe Dupont was the managing director of a trading company for twelve years, and then Chairman of the Board of Directors of BP ROP Banque Populaire. He is a member of the Executive Committee of the French Banking Federation.
Chairman of the Executive Board of Natixis (ended on 03.02. 2009)
Chairman and Chief Executive Officer of Banque Fédérale des Banques Populaires Chairman of the Executive Board: Natixis Chairman: Confédération Internationale des Banques Populaires Chairman of the Board of Directors of Fondation d’Entreprise Groupe Banque Populaire
Member of the Executive Board, Chief Executive Offi cer of Natixis (ended 03.0 6.2009)
Permanent Representative of Natixis on the Board of Directors of Natixis Private Equity, of Coface, of Natixis Global Asset Management (ended 0 9.10.2009)
Chairman of the Executive Board of Ixis Corporate & Investment Bank (Ixis CIB) Member of the Supervisory Board of Atos, now Atos Origin Director of Vinci, of AGF
Stève Gentili , age 60, Chairman of BRED Banque Populaire since 1998, was the Managing Director, until 2004, of a major food company. He is Chairman of the Agence des Banques Populaires pour la Coopération et le Développement (ABPCD) and of Natixis Pramex International.
Director: Coface, Natixis Algérie, Natixis Pramex International Milan, Société Marseillaise de Crédit
Representing BRED Banque Populaire on the Board of Directors: BICEC, BCI (Banque Commerciale Internationale)
Chairman of: BRED Gestion, Cofi bred, l’Agence Banque Populaire pour la Coopération et le Développement, of the International Offi ce – Forum Francophone des Affaires
Chairman of the Board of Directors of BRED Banque Populaire Chairman: Agence Banque Populaire pour la Coopération et le Développement, International Offi ce – Forum francophone des affaires, Compagnie Financière de la BRED (Cofi bred) Vice-Chairman of Banque Fédérale des Banques Populaires Member of the Supervisory Board: Natixis Chairman of the Board of Directors of Natixis Pramex International, BRED Gestion, Director: Coface, Natexis Algérie, Pramex International Milan, BGF+, BRED Cofi lease, Prépar IARD, Promépar Gestion Director representing BRED Banque Populaire to: BICEC, BCI Vice-Chairman of the Supervisory Board: Banque Internationale de Commerce-BRED (BIC-BRED) Permanent Representative of Cofi bred on the Board of LFI Member of the Supervisory Board: Prépar-Vie LFI
Chairman of the Board of Directors of BRED Banque Populaire Chairman: Association Banque Populaire pour la Coopération et le Développement, International Offi ce – Forum francophone des affaires Member of the Supervisory Board: Natixis Chairman of the Supervisory Board: Banque Populaire Asset Management Chairman of the Board of Directors of Natexis Pramex International, BRED Gestion, Director: Banque Fédérale des Banques Populaires, Coface, Natexis Algérie, Natexis Pramex Italia Srl, Compagnie Financière de la BRED (Cofi bred), LFI, BGF+, BRED Cofi lease Director representing BRED Banque Populaire to: BICEC Vice-Chairman of the Supervisory Board: Banque Internationale de Commerce-BRED (BIC-BRED)
Chairman of the Steering and Supervisory Board of CEP Lorraine Champagne Ardenne Chairman of the Board of Directors of SLE Marne Nord Member of the Supervisory Board of Natixis Director of Crédit Foncier de France
Chief Executive Officer of Banque Populaire Bourgogne Franche-Comté Director: Natixis Assurances, Natixis Lease (Vice-Chairman), Natixis Paiements, Banque de Savoie, BP Participations, IPMPE
Chief Executive Officer of Banque Populaire Bourgogne Franche-Comté Member of the Supervisory Board: Natixis Director Natixis Assurances, Natixis Paiements, Natixis Lease, C.A.R., IPMPE, Institution de Prévoyance du Groupe Banque Populaire Director representing Banque Populaire Bourgogne Franche-Comté on the Board of Directors of i-BP
Permanent Representative of CE Participations, Member of the Supervisory Board of Compagnie des Alpes
Chairman of the Executive Board of Caisse d’Epargne Rhône Alpes Lyon Member of the Supervisory Board of Ecureuil Gestion Member of the Supervisory Board of Ecureuil Gestion FCP Permanent Representative of CERA, Director of SALT Permanent Representative of CERA, Member of the Supervisory Board of ARPEGE
Chief Executive Offi cer of BP Val de France (ended 0 8.01.2009)
Director: Coface, Natixis Private Banking, CCSO (ended 04.30.2009), Société Marseillaise de Crédit (since 03.11.2009), Financière Océor (since 07.15.2009), Banque Privée 1818 (since 06.30.2009)
Representing BPCE, Director of BP Participations (since 07.31.2009), d’Informatique Banques Populaires (since 09.14.2009), of Natixis Assurances (ended 10. 07.2009)
Representing BP Participations, Director Natixis Assurances (from 03. 04.2009 to 10. 7.2009)
Representing BP Participations, Chairman of Ponant 2 (from 06.30.2009 to 07.31.2009)
Representing BP Participations, Chairman of SAS SISBP (from 06.10.2009 to 07.31.2009)
Chief Executive Officer of Banque Populaire Val de France Vice-Chairman of the Board of Directors: Banque Fédérale des Banques Populaires (BFBP) Member of the Supervisory Board: Foncia Groupe, Natixis Director: Banque Fédérale des Banques Populaires, (Vice-Chairman), Coface, Natixis Private Banking, Crédit Commercial du SudOuest (CCSO) Representing Banque Populaire Val de France, Director of i-BP Chairman of the Supervisory Board: Ma banque
Chief Executive Officer of Banque Populaire Val de France Director: Banque Fédérale des Banques Populaires, Coface, Natexis Banques Populaires Representing Banque Populaire Val de France, Director of i-BP Chairman of the Supervisory Board: SBE Member of the Executive Committee: Confédération Internationale des Banques Populaires Member: Audit & Risks Committee of Groupe Banque Populaire, Compensation Committee of Natexis Banques Populaires
Alain Lemaire, age 59, a graduate of É cole Nationale des Impôts and ENA, Chief Executive Offi cer of Crédit Foncier de France from 1999 to 2002, then Chairman of Caisse d’Epargne Provence-Alpes-Corse from 2002 until June 2009, he was Chief Executive Offi cer of Caisse Nationale des Caisses d’Epargne from October 2008 to end-July 2009. He is today a member of the Executive Board of BPCE .
Member of the Executive Board /Chief Executive Officer: Caisse Nationale des Caisses d’Epargne (CNCE) Executive Chairman of Caisse d’Epargne et de Prévoyance: Provence Alpes Corse Chairman of the Board of Directors: Crédit Foncier de France, Natixis Asset Management, Erixel Chairman of the Supervisory Board: Banque Palatine, FLCP (Supervisory Committee), GCE Capital, SOCFIM Chairman: Erixel Director/Member of the Supervisory Board: Natixis (permanent representative of CNCE), Nexity, Banca Carige, CNP Assurances, Sopassure, GCE Domaines, Marseille Aménagement, Erilia, Banque de la Réunion (permanent representative of CEP PAC), Banque des Antilles Françaises (permanent representative of CEP PAC), La Chaine Marseille – LCM (permanent representative of CEP PAC), Natixis Epargne Financière, Natixis Epargne Financière Gestion, ANF, La Compagnie 1818 – Banquiers Privés, Proxipaca Finance (Management Board), Financière Océor (permanent representative of CEP PAC), Viveris Management, Viveris (Management Board) Manager: SCF Py & Rotja Non-voting Member: The Yunus Movie Project Partners
Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires Member of the Supervisory Board: Natixis Director: Natixis Private Banking, Natixis Financement representing BFBP Chairman of the Board of Directors: Banque Commerciale Internationale (BCI) Chairman of the Supervisory Board: Foncia Groupe Manager representing BFBP: Bankéo
Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires Interim Chief Executive: Banque Populaire Centre Atlantique
Laurent Mignon, age 46, has been Chief Executive Officer of Natixis since May 2009. A graduate of HEC and Standford Executive Program, Laurent Mignon held different positions at Banque Indosuez for 10 years, moving from trading desks to corporate banking. In 1996 he joined Banque Schroders in London and then AGF in 1997 as Chief Financial Officer and was appointed to the Executive Committee in 1998. In 2002 he took charge successively of Banque AGF’ s Investments, of AGF Asset Management, of AGF Immobilier and then in 2003, of AGF’ s Life Insurance arm, financial services and credit insurance. From September 2007 to May 2009, he was managing partner at Oddo et Cie alongside Philippe Oddo.
Chief Executive Officer of Groupe AGF Chairman of the Executive Committee of AGF France Deputy Chief Executive Offi cer of AGF S.A., AGF Holding Chairman of the Supervisory Board of AGF Informatique, AVIP Chairman of the Board of Directors of AGF Vie, Coparc, Génération Vie, AGF Iart Vice-Chairman of the Supervisory Board: Euler Hermès Member of the Supervisory Board of Oddo & Cie SCA Director: W Finance, AGF Holding, GIE Placements d’Assurance, AGF Asset Management, AGF International
Chairman and Chief Executive Officer of Banque AGF Chief Executive Officer of Groupe AGF, AGF Vie Deputy Chief Executive of AGF Holding Chairman of the Board of Directors of AGF Private Banking, Coparc, Génération Vie Chairman of the Supervisory Board: AGF Asset Management, W Finance, AVIP Vice-Chairman of the Supervisory Board of Euler Hermès Member of the Supervisory Board of Oddo & Cie SCA, Worms & Cie Director: AGF Holding, GIE Placements d’Assurance, Gecina, AGF Vie, AGF International Permanent representative of AGF International on the Board of AGF Iart Permanent representative: AGF Holding on the Board of Bolloré Investment, AGF Private Equity Permanent representative of AGF Vie on the Board of Bolloré
Jean-Marc Moriani , age 51, graduate from the École Centrale de Paris and Université Paris I (Economics), has spent most of his career within Groupe Crédit Lyonnais then Crédit Agricole, in France and in the United States. In August 2007, he took charge of Natixis Corporate and Investment Bank and occupies this position today.
Member of the Board of Directors of Natixis Bleichroeder Inc. (ended 05.26.2009)
Chief Executive Officer of Calyon Americas (New York) Chairman of the Board of Directors of Calyon Securities Inc. Chief Executive Officer of Ixis CIB Member of the Executive Board of Ixis CIB Chairman of the Board of Directors of Natixis North America Inc. Chairman of the Board of Directors of Natixis Capital Markets Inc. Member of the Board of Directors of Natixis Bleichroeder Inc.
FRANCE Director of Natixis Chairman and Chief Executive Officer of Casino, Guichard-Perrachon Chairman and Chief Executive Officer of Rallye Chairman of Euris SAS Chairman of the Board of Directors of Finatis Director of Fimalac, Companhia Brasileira de Distribuicao (CDB) and Wilkes Participaçoes (beginning April 2009) Manager of SCI Penthièvre Seine and SCI Penthièvre Neuilly Member of Consultative Committee of Banque de France Chairman of the association “Promotion des Talents” Vice-Chairman of Fondation Euris Honorary Chairman and Director of Institut de l’École Normale Supérieure
Director of Natixis Chairman and Chief Executive Officer of Casino, Guichard-Perrachon Chairman and Chief Executive Officer of Rallye Chairman of Euris SAS Chairman of the Board of Directors of Finatis Director: Fimalac, Companhia Brasileira de Distribuicao (CDB) and Wilkes Participaçoes Manager: SCI Penthièvre Seine and SCI Penthièvre Neuilly Member of Consultative Committee of Banque de France Chairman of the association “Promotion des Talents” Vice-Chairman of Fondation Euris Honorary Chairman and Director of Institut de l’École Normale Supérieure
Chairman of the Board of Directors of Euris S.A. and Finatis Chairman and Chief Executive Officer of Casino, Guichard-Perrachon and Rallye Member of the Supervisory Board of Super de Boer (formerly Laurus) Director: Finamac, HSBC France, Companhia Brasileira de Distribuicao (CDB) and Wilkes Participaçoes Non-voting member of Caisse Nationale des Caisses d’Epargne et de Prévoyance Representative of Casino, Guichard Perrachon, Chairman of Distribution Casino France Manager: SCI Penthièvre Seine and SCI Penthièvre Neuilly Member of Consultative Committee of Banque de France Chairman of the association “Promotion des Talents” Vice-Chairman of Fondation Euris Honorary Chairman and Director of Institut de l’École Normale Supérieure
INTERNATIONAL Chairman of Centaurus Capital Limited Director of Centaurus Capital Holdings Limited Director of Centaurus Global Holdings Limited Director of Centaurus Management Company Limited Trustee of École Polytechnique Charitable Trust Member of the Advisory Board of Ondra Partners Directorships below ending on 09. 18. 2009 Director of Centaurus Alpha Master Fund Limited Director of Centaurus Alpha Fund Limited Director of Centaurus Capital International Limited Director of Centaurus International Risk Arbitrage Master Fund Limited (formerly Centaurus Kappa Master Fund Limited) Director of Centaurus International Risk Arbitrage Fund Limited (formerly Centaurus Kappa Fund Limited) Director of Centaurus Asia Pacifi c Opportunities Master Fund Limited (formerly Centaurus Omega Fund Limited) Director of Centaurus Asia Pacifi c Opportunities Fund Limited (formerly Centaurus Omega Fund Limited)
INTERNATIONAL Chairman of Centaurus Capital Limited Director : Centaurus Alpha Master Fund Limited Centaurus Alpha Fund Limited Centaurus Capital International Limited Centaurus International Risk Arbitrage Master Fund Limited (formerly Centaurus Kappa Master Fund Limited) Centaurus International Risk Arbitrage Fund Limited (formerly Centaurus Kappa Fund Limited) Centaurus Capital Holdings Limited Centaurus Management Company Limited Trustee of: Maison de l’ Institut de France in London
Didier Patault, age 49, Chairman of the Executive Board of Caisse d’Epargne Bretagne-Pays de Loire and member of the Supervisory Board of BPCE. He held positions of responsibility at CDC Gestion until 1992, then at Caisse d’Epargne des Pays du Hainaut and then at Caisse Nationale des Caisses d’Epargne.
Chairman of the Board of Directors: SODERO Participations, Mancelle d’Habitation, S.A. des Marchés de l’Ouest (SAMO)
Member of the Supervisory Board: GCE Capital, Caisse Nationale des Caisses d’Epargne (from 05.28.2009 to 07.31.2009)
Permanent Representative of CEBPL, Director of Pays de la Loire Développement, SEMITAN, NAPF
Permanent Representative of CEBPL, Member of the Supervisory Board of GCE Business Services, GCE Technologies
Permanent Representative of Sodero Participations, Chairman of the Supervisory Board of Grand Ouest Gestion
Chairman of the Executive Board of Caisse d’Epargne et de Prévoyance des Pays de la Loire Chairman and Chief Executive Officer: SODERO Chairman of the Supervisory Board: SODERO Gestion, BATIROC Bretagne – Pays de Loire, Grand Ouest Gestion (Permanent Representative of SODERO Participations) Chairman of the Board of Directors: SODERO Participations, Mancelle Habitation, S.A. des Marchés de l’Ouest, Ecolocale, C.O.L.E., SAPAD Member of the Supervisory Board: Ecureuil Vie, Ixis CIB, GIRCE Ingénierie (Permanent Representative of CEP PDL) Director: Université Groupe Caisse d’Epargne, Pays de la Loire Développement (Permanent Representative CEP PDL), SEMITAN (Permanent Representative CEP PDL), GIRCE Stratégie (Permanent Representative of CEP PDL), NAPF (Permanent Representative of CEP PDL)
Chairman of the Executive Board of Caisse Nationale des Caisses d’Epargne – CNCE (until 07.31. 2009)
Chairman of the Supervisory Board of de Foncia Groupe (since 0 9.10.2009)
Henri Proglio , age 60, held a variety of executive management positions at Générale des Eaux and then Vivendi, was Chairman and Chief Executive Offi cer of Veolia Environnement and has been Director and Member of the Supervisory Board of several major industrial and fi nancial groups in France. In November 2009, he was appointed Chairman and Chief Executive Offi cer of EDF.
Chairman of the Board of Directors of Veolia Environnement (began 11.27.2009)
Chairman of the Board of Directors of Veolia Water (ended 11.27.2009)
Manager of Veolia Eau – Compagnie Générale des Eaux (ended 11.27.2009)
Member and Chairman of the Supervisory Board of Dalkia France (ended 11.27.2009)
Member of the High Commission for Transparency and Information on the Security of Nuclear Safety (began 11.25.2009)
Non-voting member of the Supervisory Board of Caisse Nationale des Caisses d’Epargne (ended 07.31.2009)
INTERNATIONAL Director: Veolia ES Australia, Veolia Transport Australia, Veolia Environmental Services, Siram, Veolia Environmental Services Asia, Veolia Transport Northern Europe, Veolia Environmental Services North America Corp.
INTERNATIONAL Chairman and Chief Executive of Connex Director: Comgen Australia, Connex Asia Holdings (Singapore), Connex Leasing (UK), Connex Transport AB (Sweden), Connex Transport UK (UK), Coteba Management, of Dalkia, Esterra, B 1998 SL and FCC (Spain) , GRUCYCSA (Spain), Montenay International Corp (USA), ONEL (UK) Chairman and Chief Executive of Onyx Director: Onyx UK Holdings (UK), OWS (USA), SAFISE, of SEURECA, Veolia UK Ltd (UK), WASCO
Director of Partecis, Crédit Commercial du Sud-Ouest – CCSO (ended 07. 09.2009)
Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires Chairman and Chief Executive Officer of i-BP, Albiréo Permanent Representative of i-BP on the Board of Directors of Natixis Altaïr IT Shared Services (S.A.) Permanent Representative of the BFBP on the Supervisory Board of Natixis Permanent Representative of the BFBP on the Board of Directors of Partecis, Crédit Commercial du Sud-Ouest (CCSO)
Chairman and Chief Executive Officer of i-BP Director: Natexis Paiements Permanent Representative of i-BP on the Board of Directors of Natexis Altaïr Representative of the BFBP on the Board of Directors of Partecis
Chief Executive Officer of Banque Populaire de l’Ouest Chairman of the Board of Directors of Ouest Croissance Chairman of SAS Cyberplus Market Permanent Representative of Banque Populaire de l’Ouest on the Board of Directors of i-BP Permanent Representative of Banque Populaire de l’Ouest on the Board of Directors of Natexis Asset Management Director: Natexis Paiements, Socami Ouest
Chairman of the Institut de Formation des Animateurs de Collectivités (IFAC) National et du Val d’Oise (1901 associations law)
Member of the Supervisory Board of Natixis Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France Nord Chairman and Chief Executive Officer of Semavo (Société d’Économie Mixte d’Aménagement du Val d’Oise) Director of Sicav Association, of Ecureuil Assurances IARD
Jean-Louis Tourret , age 66, Chairman of Banque Populaire Provençale et Corse, is manager of a number of industrial (electronics sector) and services companies; he is a member of professional employer organizations and a local elected representative in Marseille.
Vice-Chairman of the Supervisory Board: Natixis Chairman of the Board of Directors of Banque Populaire Provençale et Corse Chairman of the Board of Directors of Natixis Private Banking, of Banque Privée Saint-Dominique Vice-Chairman of the Board of Directors of Banque Fédérale des Banques Populaires Chairman and Chief Executive Officer of Proclair SAS, Tourret SAS Director of Lafarge Ciments Manager of Tourret Electronique, of Tourret Entreprises, of Proclair Provence, of Proclair Rhône Alpes and of Sopres
Robert Zolade , age 69, is Chairman of contract catering Group Elior, of which he is one of the two co-founders. He previously held various management positions within French hotel and catering companies.
Legal Representative of Octant Partenaires SAS, itself Chairman of the company JS Management SAS (formerly Octant Invest I) (since 05.26.2009)
Legal Representative of Bercy Présidence, the company that is managing partner of Holding Bercy Investissements-H.B.I. (SCA)
Legal Representative of Bagatelle Investissement et Management (BIM), itself Chairman of the Supervisory Board of HBI (SCA) (since 11.30.2009)
Legal Representative of Elior SCA, the Chairman company of Elior Gestion (SAS)
Legal Representative of Elior, Chairman company of the companies BS XIII, BS XIV, BS XV and BS XVI
FRANCE Member of the Supervisory Board of Natixis Chairman: SOFIBIM (SAS), Bagatelle Investissement et Management-BIM (SAS), Octant Partenaires (SAS) Manager: Servinvest (SARL), M.B.O.B. (SCI), L.M.D.B. (SCI) Legal Representative: Bercy Présidence, the company that is managing partner of Holding Bercy Investissements-H.B.I. (SCA) Legal Representative: H.B.I., the Chairman company of Bercy Participations (SAS) Legal Representative: Bercy Présidence, the company that is managing partner of H.B.I., itself Chairman of Bercy Participations, manager and partner company of Elior (SCA) President of Bercy Présidence (SAS) Manager of Bercy Patrimoine (SARL) Chairman and Director: Avenance (SAS), Eliance (SAS) Legal Representative: Avenance SAS, the company that is Chairman of Bercy Services I (SAS) Legal Representative: Avenance SAS, the company that is Chairman of Bercy Services V (SAS) Legal Representative: Elior SCA, the Chairman company of Elior Gestion (SAS) Member of the Supervisory Board of Pragma Capital (S.A.)
FRANCE Member of the Supervisory Board of Natixis Chairman of Bagatelle Investissement et Management-BIM (SAS) Legal Representative: Bercy Présidence, the company that is managing partner of Holding Bercy Investissements-H.B.I. (SCA) Legal Representative: H.B.I., the Chairman company of Bercy Participations (SAS) Legal Representative: Bercy Présidence, the company that is managing partner of H.B.I., itself Chairman of Bercy Participations, manager and partner company of Elior (SCA) President of Bercy Présidence (SAS) Manager of: Bercy Patrimoine (SARL), M.B.O.B. (SCI), L.M.D.B. (SCI) Chairman and Director of: Avenance (SAS), Eliance (SAS) Legal Representative: Avenance SAS, the Chairman company of Bercy Services I (SAS) Legal Representative: Avenance SAS, the Chairman company of Bercy Services V (SAS) Legal Representative: Elior SCA, the Chairman company of Elior Gestion (SAS) Member of the Supervisory Board of Pragma Capital (S.A.)
INTERNATIONAL Director and Chairman of Avenance UK Vice-Chairman and Director of Areas (S.A.) Director: Elior UK Ltd, Areas IbericoAmericana, Serunion (S.A.)
I hereby declare that, to the best of my knowledge, after having taken all reasonable measures to this end, the information contained in this registration document is true and accurate, and contains no omissions liable to impair its significance.
Any person wishing to obtain additional information about Natixis can request documents free of charge and without obligation: a by mail: Natixis Direction financière Département Relations investisseurs Immeuble Arc-de-Seine 30, avenue Pierre Mendès France 75013 Paris a by telephone: a by e-mail: natixis.ir@natixis.fr
In order to make this document more easily readable, the following cross-reference table outlines the main headings required by Annex 1 of EC regulation no. 809/2004 of April 29, 2004, implementing the so-called “Prospectus” directive.
Heading Registration document page number 3. Selected fi nancial information 3.1. Selected historical fi nancial information regarding the issuer for each fi nancial year 9 to 10 3.2. Selected historical fi nancial information for interim periods n/a 5. Information about the issuer 5.1. History and development of the Company 4 6. Business overview 6.3. Exceptional events n/a 6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or fi nancial contracts or new manufacturing processes 190 6.5. The basis for any statements made by the issuer regarding its competitive position 49 to 87 7. Organizational structure 7.1. Brief description of the Group 8 7.2. List of signifi cant subsidiaries 8 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 242 to 243 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 125 to 129 9. Income and Financial position 10. Treasury and Capital resources 10.1. Information concerning the issuer’s capital resources 200 to 201 ; 210 to 211 10.2. Sources and amounts of the issuer’s cash fl ows 212 10.3. Information on the issuer’s borrowing conditions and funding structure 202 to 204 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations n/a 10.5. Information regarding the anticipated sources of funds needed to fulfi ll commitments referred to in items 5.2. and 8.1 199 to 200 11. Research and development, patents and licenses n/a 12. Trend information n/a 13. Profi t forecasts or estimates n/a
In order to make the annual fi nancial report more easily readable, the following thematic table outlines the main information according to Article L.451-1-2 of the French Monetary and Financial Code.
a Information required by Article L. 225-100-3 of the French Commercial Code concerning factors that may have an impact in the event of a public offer 205 a Information concerning share buybacks (Article L. 225-211, par. 2 of the French Commercial Code) n/a
Financial statements a Annual fi nancial statements 206 to 352 a Statutory Auditors’ report on the annual fi nancial statements 404 a Consolidated fi nancial statements 355 to 403 a Statutory Auditors’ report on the consolidated fi nancial statements 353
AFlC Association française des investisseurs en capital /French association of venture capitalists
Comité des établissements de crédit et des entreprises d’investissement, which became Autorité de Contrôle Prudentiel/French Credit Institutions and Investment Firms Committee, which has become the Regulatory Control Body
IBOR lnterbank Offered Rate lFACl Institut français de l’audit et du contrôle internes/French Institute of Internal Auditing and Control
LGD Loss Given Default (Basel II credit risk indicator corresponding to loss in the event of default)
NRE Loi sur les Nouvelles Réglementations Économiques/Law on new economic regulations
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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