The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors’ report and the Statutory Auditors special report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135 and L.225-136 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: 1) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing, pursuant to the provisions of Article L.233-32 of the French Commercial Code, in France or in foreign countries, through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code either in euros or in any other currency or currency unit established by reference to more than one currency, by issuing shares (with the exclusion of preference shares) or securities giving access to the capital of the Company (in new or existing shares), issued for valuable consideration or free of consideration, governed by Articles L.228-91 et seq. of the French Commercial Code, it being stipulated that subscription for such shares or other securities may be in cash, by offset of debt, or by capitalization of reserves, retained earnings or premiums or, under the same conditions, to decide to issue securities granting a right to debt securities governed by Articles L.228-91 et seq. of the French Commercial Code; 2) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to issue shares or securities giving access to the Company’s capital to be issued further to the issue, by companies in which the Company either directly or indirectly owns more than half of the capital or by companies that own either directly or indirectly more than half of its capital, of securities giving access to the capital of the Company.
Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 the shares or securities issued pursuant to this delegation of authority and for the exercise of the rights attached thereto; 3) establishes the effective period of the authorization provided in this resolution at twenty-six (26) months from this Shareholders’ Meeting; 4) recognizes that this delegation of authority voids, from this day, as applicable, any unused part of any prior delegated authority given to the Board of Directors for the same purpose, i.e. all delegations of authority to issue shares or securities giving access to share capital with waiving of preferential subscription rights as remuneration for contributions in kind involving shares or securities giving access to share capital, particularly that given by the shareholders in the Combined General Shareholders’ Meeting of May 26, 2011 in resolution Seventeen.
Resolution fi fteen (Delegation of authority to be granted to the Board of Directors to increase the share capital via the capitalization of premiums, reserves, retained earnings or other items)
Resolution seventeen (Delegation of authority to be granted to the Board of Directors to increase the share capital via the issue or shares or securities giving access to the share capital reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with Articles L.225-129-2, L.225-129-6, L.225-138(I) and (II), L.225138 -1, L.228-91 and L.228-92 of the French Commercial Code and with Articles L.3332-18 to L.3332-24 of the French Labor Code: 1) approves the delegation of authority to be granted to the Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, up to the par value limit of forty-eight (48) million euros , through the issue of shares or securities giving access to the share capital reserved for members of one or more company or group employee savings plans in France or abroad, included within the consolidation scope or combination of the accounts of the Company pursuant to Article L.3344-1 of the French Labor Code; it being noted that (i) this resolution may be used to implement schemes with a leverage effect and (ii) the total par value of capital increases which may be effected pursuant to this resolution, immediately or in the future, will be deducted from the overall ceiling provided for in paragraph three of resolution Ten of this Shareholders’ Meeting or, where applicable, from the overall ceiling provided for in a similar resolution which may replace said resolution during the valid term of this delegation of authority and is set without taking into account the par value of shares to be issued to preserve, in accordance with the law and where applicable contractual provisions for other kinds of adjustment, the rights of holders of securities giving access to the share capital; 2) establishes the effective period of the authorization to issue securities provided in this resolution at twenty-six (26) months from this Shareholders’ Meeting; 3) decides that the issue price of new shares or securities giving access to the share capital will be determined subject to the conditions provided for in Articles L.3332-18 et seq. of the French Labor Code and will be at least equal to 80% of the Reference Price (as this term is defined hereinafter) or 70% of the Reference Price when the lockup period defined in the plan pursuant to Article L.3332-25 of the French Labor Code is ten years or longer; for the purposes of this paragraph, the Reference Price means the average opening price for Company shares on the Euronext Paris regulated exchange during the 20 trading days preceding the date on which the opening date for subscription to a Company or group employee savings plan (or similar plan) is decided; 4) authorizes the Board of Directors to allocate, for free, to the above-mentioned beneficiaries, in addition to shares or securities giving access to share capital subscribed for in cash, shares or securities giving access to capital to be issued or already issued, in substitution for all or part of the discount to the Reference Price and/or for the employer contribution, it being understood that the benefit arising from this allocation may not exceed the legal or regulatory limits set in Articles L.3332-11 and L.3332-21 of the French Labor Code; 5) decides to waive, in favor of the aforementioned beneficiaries, the preferential subscription rights of shareholders to the shares and securities giving access to the share capital, the issue of which is the subject of this delegation of authority, such shareholders will also waive, in the case of a free allocation to the aforementioned beneficiaries of shares or securities giving access to the share capital, all rights to said shares or securities giving access to share capital, including to the portion of the reserves, retained earnings or premiums incorporated into the share capital, to the extent of the free allocation of such securities on the basis of this resolution; 6) authorizes the Board of Directors, under the conditions of this delegation of authority, to sell shares to members of a Company or group employee savings plan (or similar plan) as provided for in Article L.3332-24 of the French Labor Code, it being noted that the sale of shares at a discount in favor of members of one or more savings plans referred to in this resolution shall be charged, up to the par value of shares thus assigned, against the maximum amounts mentioned in paragraph one above;
Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 7) decides that the Board of Directors will have all necessary powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, within the limits and conditions defined above, in particular to: R establish, in accordance with legal conditions, the list of companies from which the benefi ciaries indicated above may subscribe to shares or securities giving access to the capital so issued and be granted, where applicable, free shares or securities giving access to the capital; R decide that the subscriptions may be executed directly by the benefi ciaries, members of a Company or group employee savings plan (or similar plan) or through employee mutual funds or other structures or entities authorized by the legal or regulatory provisions in force; R set the conditions, in particular seniority, which must be met by the benefi ciaries of the capital increases; R set the opening and closing dates for subscriptions; R set the amounts of the issues to be made under this delegation of authority and decide, in particular, on the issue price, dates, time limits, terms and conditions of subscription, full payment, delivery and rights to interest of securities (even retroactive), the rules of reduction in the event of over-subscription as well as other terms and conditions of issues, within the applicable legal or regulatory limits; R in the event of the free allocation of shares or securities giving access to the share capital, decide on the nature, characteristics and number of shares or securities giving access to share capital to be issued, the number to allocate to each benefi ciary, and set the dates, time limits, terms and conditions for the allocation of these shares or securities giving access to share capital within the applicable legal and regulatory limits and in particular to either partially or fully substitute said shares or securities giving access to share capital for the discount to the Reference Price provided for above or choose to charge the equivalent value of these shares or securities to the total amount of the company contribution, or to combine these two possibilities; R in the event of an issue of new shares, charge any amounts required to pay up said shares against reserves, retained earnings, or share premium; R duly record the completion of capital increases to refl ect the amount of shares actually subscribed; R where applicable, charge expenses relating to capital increases to the premiums on these transactions and draw from the same amount the necessary sums to raise the legal reserve to one tenth of the new share capital following these capital increases; R enter into any agreements, accomplish either directly or indirectly through a proxy all necessary acts and formalities, including the formalities required as a result of capital increases and the necessary amendments to the bylaws; R in general, enter into any agreement, in particular, to successfully complete the proposed issues of shares or securities, take all measures, make all decisions and carry out all formalities appropriate for the issue, listing and fi nancial servicing of the shares or securities issued pursuant to this delegation of authority and for the exercise of the rights attached thereto or arising from the increase in share capital carried out; 8) decides that this delegation of authority voids, from this day any unused part of the prior delegation of authority for the same purposes granted to the Board of Directors by the Combined General Shareholders’ Meeting of May 26, 2011 in resolution Twenty, it being noted that the current Mauve 2013 employee share ownership plan, decided upon by the Board of Directors on February 17 , 2013, was designed pursuant to resolution Twenty of the Combined General Shareholders’ Meeting of May 26, 2011.
Resolution eighteen (Authorization to be granted to the Board of Directors to award free shares to employees and corporate officers of Natixis and related companies).
LEGAL INFORMATION6 Purpose and draft resolutions submitted to the Combined Shareholders’ Meeting of May 21, 2013 R decides that the allocation of shares to their beneficiaries will be definitive, subject to any conditions or criteria set by the Board of Directors, after a period of at least two years and that the minimum retention period of shares by their beneficiaries will be set at two years from the date on which their allocation becomes definitive, it being noted that in the case of a vesting period that is equal or longer than four years, the retention period may be reduced or even canceled,
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all fi lings and formalities required by law.
Additional information 7.4 CROSS-REFERENCE TABLE OF REGISTRATION DOCUMENT 449 7.5 CROSS-REFERENCE TABLE FOR THE ANNUAL FINANCIAL REPORT 451 7.6 CROSSREFERENCE TABLE FOR THE MANAGEMENT REPORT 452 7.7 CROSS-REFERENCE TABLE OF SOCIAL AND ENVIRONMENTAL INFORMATION 453
To the best of my knowledge, the fi nancial statements were prepared in accordance with applicable accounting standards and provide a true image of the assets, the fi nancial position and the income of the Company, and all businesses entering in the scope of consolidation, and the management report presents a true picture of changes in the business, of the income and of the fi nancial position of the Company and all the businesses included in the scope of consolidation as well as a description of all the main risks and uncertainties with which they are confronted.
Any person wishing to obtain additional information about Natixis can request documents free of charge and without obligation: V by mail: Natixis Communication financière / Relations investisseurs Immeuble Arc-de-Seine 30, avenue Pierre Mendès France 75013 Paris
The annual information report below lists information that Natixis has published or disclosed over the past 12 months.
Description of the program of share buyback subjected to the approval of the AGM (Combined Annual and Extraordinary General Meeting) of May 29, 2012 05.09.2012 Press releases: First quarter 2012 results 05.15.2012 Number of shares and voting rights in April 30, 2012 06.13.2012 Number of shares and voting rights in May 31, 2012 07.09.2012 Number of shares and voting rights in June 30, 2012 07.11.2012 Situation of liquidity contract at June 30, 2012 08.02.2012 Press releases: Second quarter 2012 results 08.03.2012 Press releases: Capital increase following the allocation of free ordinary Natixis shares to certain Natixis employees 08.08.2012 Number of shares and voting rights in August 06, 2012 08.30.2012 First update of the 2011 registration document and 2012 Half-Year Financial Reports 09.11.2012 Number of shares and voting rights in August 31, 2012 10.10.2012 Number of shares and voting rights in September 30, 2012 11.09.2012 Number of shares and voting rights in October 31, 2012 11.14.2012 Press releases: Third quarter 2012 results 12.18.2012 Number of shares and voting rights in November 30, 2012 01.08.2013 Situation of liquidity contract at December 31, 2012 01.14.2013 Number of shares and voting rights in December 31, 2012 02.17.2013 Press releases: Fourth quarter and full-year 2012 results 02.20 .2013 Number of shares and voting rights in January 31, 2013 02.20.2013 Press release: Capital increase following the ordinary share allocation to certain Natixis employees
03.05.2012 Excerpt from the minutes of the Board of Directors’ meeting of February 22, 2012: Resignation of a director 23404
Excerpt from the minutes of the Ordinary General Shareholders’ Meeting of May 29, 2012: Appointment of directors and a substitute statutory auditor 53981
Excerpt from the minutes of the Board of Directors’ meeting of May 9, 2012: Simplifi ed merger-absorption - delegation of powers 75206 08.10.2012 Statement of compliance dated July 17, 2012 75206 08.03.2012 Act: Delegation of powers 72829
Excerpt from the minutes of the Board of Directors’ meeting of August 5, 2010: Delegation of powers to the Chief Executive Offi cer 80454
Excerpt from the minutes of the Chief Executive Offi cer’s decisions of August 6, 2012: Capital increase Updated by-laws at August 8, 2012 80455 11.27.2012 Excerpt from the minutes of the Board of Directors’ meeting of November 14, 2012: Resignation of a director 109141 12.20.2012 Excerpt from the minutes of the Board of Directors’ meeting of December 12, 2012: Resignation of directors 118023 01.28.2013 Excerpt from the minutes of the Board of Directors’ meeting of January 28, 2013: Structure of the Board of Directors and Committees 014876 02.25.2013 Minutes of the decisions of the Chief Executive Offi cer 021363 02.25.2013 Bylaws updated 021363
03.01.2012 Resignation of a director PETITES AFFICHES 008120 06.11.2012 Nomination of directors and a substitute statutory auditor PETITES AFFICHES 020477 06.11.2012 Simplifi ed merger-absorption JSS 208158 08.13.2012 Capital increase PETITES AFFICHES 031520 11.26.2012 Resignation of a director PETITES AFFICHES 044233 12.19.2012 Resignation of directors PETITES AFFICHES 048159 02.07.2013 Co-opting of a director - Change of permanent representative PETITES AFFICHES 004835 02.27.2013 Capital increase - Change of bylaws PETITES AFFICHES 008322 7.3.6 INVESTORS PRESENTATIONS
3) The description of the program of share buyback subjected to the approval of the AGM (Combined Annual and Extraordinary General Meeting) of May 21, 2013 are published on the Natixis website www.natixis.com under Investor Relations / Regulated Information in France / Share Buyback Programs.
Cross-reference table of registration document 7.4 Cross-reference table of registration document
Extent to which the issuer is dependent on patents or licenses, industrial, commercial or fi nancial contracts or new manufacturing processes 187 6.5. The basis for any statements made by the issuer regarding its competitive position 10 to 32 7. Organizational structure 7.1. Brief description of the Group 4-5; 7 7.2. List of principal subsidiaries 227 to 241; 334 to 344 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 252 to 254 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 63 to 67; 42 to 54 9. Income and Financial position 9.1. Financial position 9.2. Operating results 8; 201-202; 220 10. Treasury and Capital resources 10.1. Information concerning the issuer’s capital resources 151 to 153; 222-223 10.2. Sources and amounts of the issuer’s cash fl ows 224-225 10.3. Information on the issuer’s borrowing conditions and funding structure 214-215 10.4.
Registration document page number 16.1. Date of expiration of current terms of offi ce 73 to 101 16.2. Service contracts with members of the administrative bodies 124 16.3. Information about the issuer’s Audit Committee and Compensation Committee 108 to 111 16.4. Statement as whether or not the issuer complies with the corporate governance regime 72 17. Employees 17.1. Number of employees 56-57 17.2. Directors’ shareholdings and stock options 122; 412-413 17.3. Arrangements for involving employees in the issuer’s capital 257-258 18. Major shareholders 18.1. Shareholders owning more than 5% of the share capital or voting rights 414 18.2. Different voting rights of the aforementioned shareholders 414 18.3. Control of the issuer 415 18.4.
Heading Registration document page number 1. Parent company fi nancial statements 347 to 393 2. Consolidated fi nancial statements 218 to 344 3. Management report (French Monetary and Financial Code)
Report by the Chairman of the Board on corporate governance, internal controls and risk management (Article L.225-37 of the French Commercial Code) 125 to 139 10. Statutory Auditors’ report on the Chairman’s Report 140
Pursuant to Article 28 of Commission regulation No. (EC) 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: V the consolidated financial statements for the year ended December 31, 2011, presented on pages 202 to 333, the Statutory Auditors’ report thereon, pages 334 to 335, and the Group management report, on pages 184 to 201 of the registration document filed with the AMF on March 23, 2012 under number D.12-0211; V the consolidated financial statements for the year ended December 31, 2010, presented on pages 186 to 327, the Statutory Auditors’ report thereon, pages 328 to 329, and the Group management report, on pages 168 to 185 of the registration document filed with the AMF on April 5, 2011 under number D.11-0236; All other Chapters of reference documents fi led under numbers D.12-0211 and D.11-0236 that are not mentioned above are either of no material interest to investors or covered elsewhere in this registration document.
ADDITIONAL INFORMATION7 Cross-reference table for the Management Report 7.6 Cross-reference table for the Management Report
Heading Registration document page number 1. Operations during 2012 1.1. Consolidated results 218 to 344 1.2. Other items of 2012 consolidated results n/a 1.3. Natixis parent Company 347 to 393 2. Progress made and diffi culties encountered en 2012 198 to 200 3. Research and development 187 4. Signifi cant events after the reporting period 325 5. Trends and outlook 10 to 32 6. Risk factors 146 to 148 7. Corporate offi cers and senior managers 7.1. Corporate offi cers and other positions held by members of the Board of Directors 73 to 101 7.2. Transactions in Natixis securities by corporate offi cers and senior managers 121 to 123 7.3. Members of the Board of Directors compensation 118 to 120 7.4. Compensation and benefi ts payable to the CEO 117 7.5. Stock options and performance shares 121 8. Information concerning the Company and its capital 380; 410 to 415 9. Social and Environmental information 41 to 70
V Parent company results for the last fi ve years 393
V Summary of authorizations to increase the Company’s share capital and their use during fi scal 2012 422-423
Cross-reference table of Social and Environmental information 7.7 Cross-reference table of Social and Environmental information
V Total workforce and employee distribution by gender and geographic region
Labor relations V The organization of employer-employee communication V Collective bargaining agreements LA4 58
Diversity and equal opportunity Policy implemented and measures taken to promote it
Pollution and waste management V The prevention, reduction or compensation of air, water and land emissions that seriously damage the environment
Sustainable resource use V The use and supply of water in line with local constraints V The use of raw materials and measures taken to make more effi cient use of them
Art. R.225-105-1 – I 3 a) Corporate social information The company’s t erritorial impact on the local population
Relationships with stakeholders V Conditions of dialogue with interested parties V Acts of support, partnership or sponsorship
Health and safety V The frequency and severity of work-related accidents and occupational diseases
V Compliance with ILO fundamental conventions LA7, HR5, HR6, HR7 59
Subcontractors and suppliers V The importance of sub-contracting and the social and environmental responsibilities in relation to service providers and sub-contractors HR1, HR2 51-52
SO1, SO2, SO4, PR1, PR2, HR, HR3, HR5, HR6, HR7, HR8, HR9
The independent third-party organization called to give its opinion (...) on social and environmental information that appears or should appear on the report 3.13 69-70
ADAM Association de défense des actionnaires minoritaires/Association for the defense of minority shareholders
AFIJ Association pour faciliter l’insertion professionnelle des jeunes diplômés/Association for the professional integration of recent graduates
CNlL Commission nationale de l’informatique et des libertés/an independent administrative authority protecting privacy and personal data
ESAT Établissement et service d’aide par le travail/Establishments where handicapped persons can work in special conditions
OFAC Offi ce of Foreign Assets Control (US fi nancial assets control bureau)
P3CI Prêt couvrant les Certifi cats Coopératifs d’Investissements/Loan covering the Cooperative investment certifi cates