As a signatory of the United Nations Global Compact, Natixis is committed to respecting human rights. This fundamental principle is factored in at various levels at Natixis: V it is naturally applied within the human resources management policy, which aims to maintain good working and safety conditions for Natixis employees worldwide; V they are incorporated in Natixis’ responsible purchasing policy: supplier contracts and the rules and principles established by the Purchasing Department (invitations to tender, supplier sustainable development charter, contracts) contain clauses governing respect for human rights by suppliers and their subcontractors.
V they are included within the framework of the Equator Principles’ application (see section [6.1.1.3]), with close attention being paid to the impact of financed projects on the local populace. In 2013, the Equator Principles were updated to recognize the UN’s framework for companies and human rights and to more effectively deal with human rights under the duty of care.
The information in this chapter covers the consolidated Natixis international scope, excluding NGAM (see section [6.2]).
The large majority of the 822 Natixis employees in the EMEA region work in Europe.
In Madrid, its objective is to increase the number of women on Management Committees.
The bank also initiated a new environmental policy encouraging its employees to adopt other green gestures on a day-to-day basis.
In Dubai, paper consumption is reduced by double-sided printing, and Natixis encourages the destruction and recycling of all waste paper.
In Frankfurt, in accordance with current tax regulations, Natixis offers train or subway tickets and thereby encourages its employees to use local public transportation instead of their personal vehicles.
6 SOCIAL AND ENVIRONMENTAL PERFORMANCESocial and environmental information for international operations Social information 1. Natixis’ impact in relation to jobs and regional development
573 of the 600 Natixis employees in the Americas region work in the United States.
When hiring in the United States, Natixis looks for applicants from a variety of backgrounds to fi ll all types of positions. Compensation levels and promotion lists are reviewed to ensure that gender equality is respected.
Data on energy consumption was collected for Natixis Wholesale Banking’s main buildings in the United States: V Building 1251, which is Natixis’ registered office in New York and where most of its employees work; V the Plaza V building in New Jersey where the back-up data centers are located.
Natixis employees in New York use the “WageWorks Commuter Benefi ts” system for their commute, which encourages them to use public transportation while saving money.
Employees in the Americas region are predominantly hired in the country of operation, which contributes to the development of local employment.
Natixis implements several sponsorship initiatives in the United States, including: V A partnership with the organization for the conservation of Central Park and the Brooklyn Bridge; V Support for the “Harlem RBI Bids for Kids” association, which helps inner-city youth; V A partnership with the American Red Cross, which offers support to victims of disaster.
Through the “Natixis Community Giving initiative”, Natixis also supports its employees’ initiatives by publishing information and organizing collections for various associations.
222 of the 436 Natixis employees in the Asia-Pacifi c region work in Hong Kong and 103 in Singapore.
V launch of WINN (Women in Natixis Network) in Hong Kong in March 2014; V special focus on gender equality during the hiring process.
V In Hong Kong, a presentation on anti-discrimination laws was organized by the EOC (Equal Opportunities Commission); V the sharing of anti-discrimination and anti-harassment in the workplace best practices was organized in Tokyo and Singapore.
Data on energy consumption (power and air conditioning) were collected for the three main operations in Asia.
Social and environmental information for international operations 2. Consumption of resources
In Hong Kong, measures have been set up to reduce paper consumption: printers are confi gured to print on both sides by default.
Natixis Hong Kong participated for the third year in a row in “Work-Life Balance Week”, with a series of activities focused on employee health including fi rst aid workshops, health exams, etc.
In our capacity as the Statutory Auditors to Natixis SA appointed as an independent third-party body, accredited by the French Accreditation Commission (COFRAC) under No. 3-1048 (1), we hereby present our report on the consolidated social, environmental and societal information (hereinafter the “CSR Information”) prepared for the fi nancial year ended 31.12.2014, as presented in the Management Report, pursuant to the provisions of Article L. 225-102-1 of the French Commercial Code.
Our work was performed by a team of four people over a period of around four weeks between December 2014 and February 2015. We called upon our CSR experts to help us perform this work.
We performed the work described below in accordance with the professional practice standards applicable in France, and with the Decree of May 13, 2013 setting out the conditions under which the independent third-party body performs its assignment, and with the ISAE 3000 (2) international standard where the reasoned opinion on fairness is concerned.
We compared the CSR Information set out in the Management Report with the list provided for by Article R. 225-105-1 of the French Commercial Code.
In the event that some consolidated information was missing, we checked that explanations had been provided in accordance with the provisions of Sub-Paragraph 3 of Article R. 225-105 of the French Commercial Code.
We ascertained that the CSR Information covered the consolidation scope, i.e. the Company and its subsidiaries within the meaning of Article L. 233-1 of the French Commercial Code, and the companies that it controls within the meaning of Article L. 233-3 of that Code, within the limits specifi ed in the Management Report.
Report of one of the Statutory Auditors 2. REASONED OPINION ON THE FAIRNESS OF THE CSR INFORMATION
We determined the nature and extent of our checks and controls in accordance with the nature and signifi cance of the CSR Information, in view of the company’s specifi c features, the social and environmental challenges posed by its business activities, its sustainable development strategy and of best practices in the sector.
In the case of the CSR information that we considered to be most relevant (3) : V at the level of the consolidating entity, we consulted the documentary sources, and held meetings in order to corroborate the qualitative information (organization, policies and initiatives), implemented analytical procedures on the quantitative information, checked the calculation and consolidation of the data on the basis of spot checks, and ascertained that they were coherent and consistent with the other information provided in the Management Report; V at the level of a representative sample of entities or operations that we selected (4) on the basis of their activities, their contribution to the consolidated indicators, their operating location and a risk assessment, we held meetings in order to ascertain the correct application of the procedures, and performed detailed tests on the basis of samples, which consisted in checking the calculations performed and cross-checking the data with the supporting documents. The sample selected in this way represented between 43 and 100% of the social information published, and between 20 and 37% of the quantitative environmental information published.
(3) Quantitative social indicators: Total headcount on a FTE equivalent basis at 31.12.2014, Employees on permanent contracts, Breakdown of the workforce by gender, Total number of hires, Total number of departures including redundancies, Number of training hours Percentage of women in the Managing Director category, Percentage of women on the Executive Committee, and Percentage of women in the executive category.
I - Agreements and commitments submitted for the approval of the General Shareholders’ Meeting 447
A joint stock company (société anonyme) with a Board of Directors with share capital of €4,991,395,425.60
Shares in the Company may either be registered shares or identifi able bearer shares, at the shareholder’s discretion.
Directors are appointed for a term of six (6) years. They may be reelected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the fi nancial statements of the past fi scal year, held the year during which his term expires.
Article 11 – Meetings of the Board of Directors 11.1 The Board of Directors convenes as often as the Company’s interests and legal and regulatory provisions so require, upon notice from its Chairman, either at the registered offi ce or at any other location indicated in the notice.
The Board of Directors establishes Internal Rules which may stipulate that, except for adopting decisions concerning the preparation of the annual fi nancial statements and the management report as well as for preparing the consolidated fi nancial statements and the Group’s management report, the directors who participate in the Board Meeting by videoconference or by using telecommunication means, under the conditions permitted or required by law and the regulations in force, are deemed present for calculating the quorum and the majority.
In the event of an Emergency, the notice and convening periods of the Board of Directors are not subject to Article 11.1 above, provided that the Chairman of the Company’s Board of Directors has: V given prior notice to the directors providing the reason for the Emergency as per the foregoing definition; and
7 LEGAL INFORMATIONNatixis bylaws Article 12 – Powers of the Board of Directors 12.1 The Board of Directors defi nes the guidelines for the Company’s activities and oversees their implementation. Within the limits of the corporate purpose and the powers expressly granted by law or these bylaws to General Shareholders’ Meetings, the Board concerns itself with any matter relating to good business practice and governs the business of the Company through its deliberations. The Board of Directors performs the controls and checks it deems appropriate.
When the Company’s Senior Management is handled by the Chairman of the Board of Directors, the following provisions concerning the Chief Executive Offi cer will apply to the Chairman of the Board of Directors who will assume the title of Chairman and Chief Executive Offi cer.
The Chief Executive Offi cer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved for Shareholders’ Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules. He represents the Company in its relations with third parties.
The Board of Directors may limit the powers of the Chief Executive Offi cer. However, the limitation of these powers is not enforceable against third parties.
One or more shareholders, representing at least the required portion of the share capital and acting on the conditions and within the deadlines determined by law, are entitled to request, by registered mail with acknowledgment of receipt, or by e-mail, the entry of draft resolutions onto the meeting’s agenda.
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.
It discusses, approves, rejects or adjusts the fi nancial statements and determines the profi t to be distributed.
Each quarter, a brief statement of the Company’s assets and liabilities is prepared. This statement is at the disposal of the Statutory Auditors and is published according to the laws in force.
Article 33 – Earnings for the fi scal year – Dividends
Article 34 – Equity capital below one-half of the share capital
If, due to losses recognized in the accounting documents, the Company’s equity falls below one-half of the share capital, the Board of Directors is required, within four months following the approval of the fi nancial statements having revealed these losses, to convene the Extraordinary General Shareholders’ Meeting in order to decide whether it is fi tting to dissolve the Company early.
The Combined General Shareholders’ Meeting resolved that these capital increases, which may not exceed an overall par value ceiling of one and a half (1.5) billion euros, could be carried out either through issuing shares or through issuing securities that give access to share capital, particularly in the form of fi nancial instruments representing debt securities.
This same meeting resolved in particular that under certain circumstances, the Board of Directors may: V determine the issue price of the shares, within the limit of 10% of the share capital per year, as part of a capital increase with waiving of preferential subscription rights; V decide to increase capital with waiving of preferential subscription rights through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code (private placement); V decide to increase capital with waiving of preferential subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue; V decide to increase capital via the incorporation of premiums, reserves, retained earnings or other items; V decide to increase the number of securities to be issued, within the legal limits, in the event of capital increases with or without preferential subscription rights; V decide to increase the share capital reserved for members of an employee savings plan, up to the par value limit of forty-eight (48) million euros.
In its session on February 19, 2014, the Board of Directors also decided to use the authorization relating to the capital increase with waiving of preferential subscription rights reserved for members of employee savings plans granted by the Combined General Shareholders’ Meeting of May 21, 2013 (16th resolution), for the launch of the Mauve 2014 employee share ownership plan with an overall par value ceiling of €48,000,000, representing a maximum of 30,000,000 shares. In order to implement the Mauve 2014 offer, the Board of Directors invested the Chief Executive Offi cer with all the necessary powers in particular to set the Subscription Price and the subscription period for the shares to be issued.
In a decision taken on June 23, 2014, the Chief Executive Offi cer of Natixis set the subscription/withdrawal period for the proposed shares under the Mauve 2014 offer from June 23 to June 26, 2014 inclusive and set the benefi ciary Subscription Price for the shares at €4.041 per share.
In a decision taken on July 24, 2014, the Chief Executive Offi cer of Natixis recognized Natixis’ capital increase for a total of €40,213,304.33 through the issuance of 9,951,325 new shares with a par value of €1.60, which breaks down into a nominal amount of €15,922,120 and an issue premium of €24,291,184.33, and the by-laws were accordingly amended (Article 3: Share Capital).
In order to carry out a capital increase through the issue – without preferential subscription rights maintained – of shares and/or securities giving access to the capital of the Company and/or the issue of securities entitling holders to the allotment of debt securities €1.5 bn (a) 26 months None None
In order to carry out a capital increase through the issue - without preferential subscription rights maintained - of shares and/or securities giving access to the capital of the Company through an offer as set out in Article L.411-2 (II) of the French Monetary and Financial Code €1.5 bn (a) 26 months None None
In order to increase the share capital by issuing shares or securities giving access to capital in the Company as remuneration for contributions in kind involving securities of unlisted companies 10% of the share capital (a) 26 months None None
In order to increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights 15% of initial issue (a) 26 months None None
In order to increase the share capital by issuing shares or securities giving access to the Company’s capital, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members, pursuant to Article L.225-129-6 of the French Commercial Code €48 m (a) 26 months 02.19.2014 15,922,120 05.21.2013 17 In order to grant shares €246 m (a) 38 months €144 (b)
No stock options were granted in fi scal years 2009, 2010, 2011, 2012, 2013 or 2014.
R SUMMARY OF STOCK OPTION PLANS GRANTED TO NATIXIS CORPORATE OFFICERS AT DECEMBER 31, 2014
Observations: The fi gures factor in the adjustments to the option exercise price and the number of options following the cash capital increase of September 2008 and the special dividend payout approved by the Company’s General Shareholders’ Meeting of July 31, 2013.
7 LEGAL INFORMATIONGeneral information on Natixis’ capital 7.2.6 CHANGES IN THE CAPITAL OVER THE LAST FIVE FISCAL YEARS
Number of shares at the start of the fi scal year Number of shares created during the fi scal year
(a) of which 0.59% held through capital increases reserved for employees of which 0.76% held outside of employee savings plans by employees and former employees of which 0.69% held under the BPCE Actions Natixis employee share ownership plan, including bearers of Groupe BPCE shares
7.3.2 OWNERSHIP OF SHARES BY MEMBERS OF MANAGEMENT AND SUPERVISORY BODIES
The table below shows the number and percentage of shares held as treasury shares at December 31, 2013 and December 31, 2014.
At December 31, 2014, the percentage of the capital owned by Natixis employees was 2.04%, of which: V 0.59% was held through capital increases reserved for employees; V 0.76% was held outside of employee savings plans by employees and former employees; V 0.69% was held under the BPCE Actions Natixis employee share ownership plan, including bearers of Groupe BPCE shares;
They were locked-up until November 14, 2011 and became freely transferable at that date.
(a) of which 0.59% held through capital increases reserved for employees of which 0.76% held outside of employee savings plans by employees and former employees of which 0.69% held under the BPCE Actions Natixis employee share ownership plan, including bearers of Groupe BPCE shares 7.3.6 NATURAL OR LEGAL PERSONS EXERCISING OR POTENTIALLY EXERCISING CONTROL OVER NATIXIS
Natixis’ main shareholder, BPCE held 71.46% of the share capital and 71.52% of the voting rights at December 31, 2014. Given its capital structure, Natixis believes that a hostile takeover bid would have very little chance of succeeding.
Shareholders’ Meeting of May 19, 2015 7.5.1 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING
You may refer to this 2014 registration document for the statement on the fi nancial condition, activity and results of Natixis and its group during the past fi scal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com).
Appropriation of 2014 earnings / payment of an ordinary and a special dividend (resolution three)
Resolution three covers the appropriation of the corporate earnings of Natixis: payment of an ordinary dividend and a special dividend. Natixis’ parent company fi nancial statements as at December 31, 2014 show net income of €1,305,316,943.00 and, after taking into account retained earnings of €500,383,696.32 and allocation to the legal reserve, distributable profi ts of €1,740,434,792.17.
Accordingly, the dividend per share is set at 34 (thirty-four) euro cents per share.
The payment of the special dividend refl ects Natixis’ wish to award its shareholders any capital that exceeds the Common Equity Tier 1 ratio target range of 9.5% - 10.5%.
In light of these developments, and in accordance with Natixis’ dividend payment policy, the General Shareholders’ Meeting is asked to approve the payment of a special dividend in cash of €0.14 per share, in addition to the payment of an ordinary dividend in cash of €0.20 per share.
Resolution four concerns the approval of related party agreements*, in application of Articles L.225-38 et seq. of the French Commercial Code, authorized by the Board of Directors during fi scal year 2014 and after this date until the Board of Directors’ meeting of February 18, 2015. These commitments and agreements are presented in the Statutory Auditors’ special report along with those entered into prior to fi scal year 2014 and still effective, which do not require re-approval by the shareholders (see page 447 of this registration document).
For Natixis, this includes the following related party agreements: V the authorization given by the Board of Directors on June 25, 2014 with regard to the terms of the proposed sale of 79,989,067 Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the greenshoe option is fully exercised, as part of a retail public offering in France and a global offering for institutional investors both in and outside France. The Board set the selling price of these shares. The global offering is underwritten by a group of financial institutions; V the authorization given by the Board of Directors on September 23, 2014 with regard to the conclusion of a framework agreement governing the assignment of receivables among Natixis, Caisse d’Epargne et de Prévoyance Ile de France, Bred Banque Populaire and Banque Populaire Rives de Paris and of a service agreement. The framework agreement and service agreement fall within the context of the closure of Natixis’ Central Branch; V approval by the Board of Directors on November 4, 2014 of the terms and conditions of a Framework Agreement Protocol between CNP Assurances, BPCE and Natixis, the main provisions of which are included in the General Framework Agreement approved by the Board of Directors on February 18, 2015.
In resolution fi ve, you are asked, in accordance with Article L.225-42-1 of the French Commercial Code, to approve the commitments and agreements made in favor of Laurent Mignon, CEO, on the occasion of his reappointment. This mainly includes: V the commitment establishing the terms and conditions of the indemnity due or likely to be due to Laurent Mignon in the event he ceases his duties as Chief Executive Officer (hereinafter referred to as the “Commitment related to the severance payment”) and amendment No. 1 relating thereto; V This commitment related to the severance payment was authorized by the Natixis Board of Directors at its meeting of February 22, 2011 and approved by the Combined General Shareholders’ Meeting of May 26, 2011. Amendment No. 1 was authorized by the Board of Directors on February 19, 2014 and was approved by the Ordinary General Shareholders’ Meeting of May 20, 2014.
Thus, at the end of the commitment establishing the terms and conditions of the indemnity due or likely to be due to Laurent Mignon and of Amendment No. 1, the amount of the severance payment for the CEO is calculated as follows: R Amount of indemnity
The monthly reference compensation (hereinafter referred to as the ‘Monthly reference compensation”) included in the calculation is equal to 1/12th of the sum of: R the fixed compensation paid in respect of the last calendar year in office, and,
The compensation granted for the Natixis CEO’s offi ce is used to calculate the Monthly reference compensation.
R at his/her own initiative in order to hold new offices, or
As such, entitlement to the indemnity is subject to performance criteria and conditions.
The Board of Directors will have to decide whether or not to apply the non-compete clause at the time the CEO leaves office.
These commitments are included in the special Statutory Auditors’ report (see page 447 of this Registration Document).
Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2014 to each executive corporate officer (resolutions six and seven)
In accordance with the recommendations of the AFEP-Medef corporate governance code as revised in June 2013 (section 24.3) to which Natixis refers in application of Article L. 225-37 of the French Commercial Code, resolutions 6 and 7, aimed at submitting to the General Shareholders’ Meeting the components of the compensation due or granted to each executive corporate offi cer in respect of the fi scal year ended Wednesday, December 31, 2014, i.e.: François Pérol, Chairman of the Board of Directors, and Laurent Mignon, Chief Executive Offi cer.
Components of compensation due or granted in respect of the fi scal year ended December 31, 2014 to François Pérol, Chairman of the Board of Directors of Natixis: Components of compensation Amounts Comments
Fixed compensation €0 Since he took offi ce in 2009, each year François Pérol has waived any form of compensation whatsoever as Chairman of the Board of Directors of Natixis.
Components of compensation due or granted in respect of the fi scal year ended December 31, 2014 to Laurent Mignon, Chief Executive Offi cer of Natixis: For detailed information on all of the components of compensation for Laurent Mignon, please refer to Chapter 2 of this Registration Document, particularly Section 2.4, which concludes with the AFEP-Medef summary table submitted to an advisory vote by the shareholders.
In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution eight is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code during fi scal year 2014.
The defi nition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, known as CRD4, and the Decree of November 3, 2014 and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard published on December 16, 2013 and approved by the European Commission in Commission Delegated Regulation (EU) no. 604/2014 of March 4, 2014.
Regulated categories of staff at Natixis during the 2014 fi scal year came to a total of 259 employees: Of which 228 staff members identifi ed by qualitative criteria: V directors, i.e. 15 individuals; V members of Natixis’ Senior Management Committee, i.e. 11 individuals;
Of which 31 employees identifi ed using quantitative criteria: V individuals whose total compensation in 2013 qualified them in respect of the three quantitative criteria defined in the Regulation and who have not already been identified using qualitative criteria.
The compensation policy is set out in detail in Section 2.4 of this Annual Registration Document.
Ceiling on variable compensation for employees referred to in Article L.511-71 of the French Monetary and Financial Code (resolution nine)
This ceiling applies within the meaning of the French Monetary and Financial Code to regulated employees, as defi ned under the previous resolution.
Under directive CRD4, the General Shareholders’ Meeting may authorize this ratio to be capped at 200% under the following conditions: V a 50% quorum, with 66% of votes in favor or, failing that; V no quorum, with 75% of votes in favor.
This provision will apply to the Natixis employees in question starting from the 2015 fi scal year. This ceiling does not represent an additional cost for Natixis and does not increase the level of total compensation for its regulated employees. Furthermore, it allows Natixis to maintain the fl exibility needed to match variable compensation to real performance, and to hire and retain employees targeted by this measure by offering them competitive compensation. In this respect, it should be noted that Natixis operates on highly specialized labor markets, both outside the European Economic Area where local operators are not subject to regulatory caps on variable compensation, and within the European fi nancial community vis-à-vis fi nancial operators unaffected by CRD4 (investment funds, venture capital companies, etc.). Nearly 27% of the Group’s regulated employees for 2014 were located outside the European Economic Area.
Resolution eleven asks the General Shareholders’ Meeting to renew for a period of 18 months the authorization to buy back shares granted to the Board of Directors.
These shares may be bought, sold or transferred at any time (except in the event of a public offer of the Company’s shares) by any means (including block trades or the use of derivatives) in accordance with the regulations in effect (see below the summary table on the fi nancial resolutions submitted to the shareholders).
There are fi nancial delegations and authorizations that were granted to the Board of Directors in 2013 and expire in 2015.
The purpose of these fi nancial delegations and authorizations is to enable your Board of Directors, for a period of 26 months from this meeting, to have fl exibility in choosing possible issues and to adapt, in a timely and fl exible manner, the nature of the fi nancial instruments to be issued based on the conditions and opportunities of the fi nancial markets in France and internationally.
The text of draft resolutions was adapted compared to the text approved by your Shareholders’ Meeting in 2013 in order to take into account the order of July 31, 2014, which partially reformed the regulatory framework for marketable securities.
As such, resolution thirteen proposes to grant the Board of Directors authority to decide whether to increase share capital (immediately or in the future) with preferential subscription rights* maintained.
Your Board of Directors requests that you grant it the authority to cancel this preferential subscription right for some of these resolutions. This is because, depending on market conditions, the type of investors concerned by the issue and the type of securities issued, it may be preferable, or even necessary, to cancel the preferential subscription right in order to carry out a securities investment under the best possible conditions, such as when the swiftness of the transactions is essential to their success or when the issues are carried out on foreign fi nancial markets. As such, cancellation would enable a more signifi cant amount of capital to be obtained thanks to more favorable issuing conditions. Finally, cancellation in this manner is permitted in some instances by law. In particular, the vote of the delegation authorizing your Board of Directors to issue shares reserved for members of employee savings plans (resolution nineteen) would, by law, entail the express waiver by the shareholders of their preferential subscription rights in favor of the benefi ciaries of these issues or allocations.
Draft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015
Such delegations void, as applicable, any unused part of any prior delegation of authority granted for the same purpose.
As such, resolution twenty proposes to re-authorize the Board of Directors to conduct a reverse split of the Company’s stock.
The Board of Directors would thus be able to carry out the reverse split at the most opportune time.
This resolution will be valid for two years, i.e. until the end of the General Shareholders’ Meeting convened to approve the 2016 fi nancial statements.
V Resolution twenty-one asks the General Shareholders’ Meeting to amend Articles 9 and 18 of the by-laws, which concern the term of office of directors and the term of office of non-voting members.
Accordingly, the General Shareholders’ Meeting is asked to align the term of non-voting members with that of directors.
If adopted, this amendment would apply to all new appointments of directors as of this General Shareholders’ Meeting. This amendment would also immediately apply to terms in progress, which would be reduced from their initial six years to four years.
V Resolution twenty-two asks the General Shareholders’ Meeting to make an addition to Article 12 of the by-laws, which concerns the Board of Directors’ authority to issue financial instruments representing debt claims, to grant the Board of Directors the authority to decide on or authorize the issue of bonds and any financial instruments representing debt claims, as provided for in Article L.228-36 A of the French Commercial Code. It should be noted that the law already provides that the Board of Directors is authorized (unless otherwise indicated in the bylaws) in the area of bond issues. The objective is to align authorization in the issue of financial instruments representing debt claims (other than bonds) to the scheme applicable to bond issues.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 Resolution twenty-four proposes to amend Article 22 of the bylaws, which concerns the conditions governing the admission of shareholders to shareholders’ meetings, to incorporate the changes introduced by the Decree of December 8, 2014, effective as of January 1, 2015. This Decree changed the date and criteria for establishing the list of persons authorized to attend general shareholders’ meetings. Effective immediately, shares in the name of the shareholder or in the name of an intermediary acting on the shareholder’s behalf would have to be entered in the register (and no longer registered in the accounts) no later than two working days (and no longer three working days) before the date of the meeting, twelve midnight Paris time.
Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions twenty-fi ve to thirty-seven)
Resolution thirty-fi ve asks the shareholders to appoint Mr. Alain Denizot, age 54, holding the position of Chairman of the Management Board of Caisse d’Epargne Nord France Europe (CENFE) and a member of the BPCE Supervisory Board, as Director, to replace Didier Patault, whose term of offi ce ends at the end of this General Shareholders’ Meeting. Mr. Denizot’s expertise in fi nancial management, risk, development and insurance would be invaluable to Natixis’ Board of Directors.
The new director would be appointed for a period of four (4) years, subject to the adoption of resolution twenty-one subject to approval by by this General Shareholders’ Meeting, i.e. until the end of the Ordinary General Shareholders’ Meeting convened in 2019 to approve the fi nancial statements for the year ended December 31, 2018.
Establishment of the overall budget for annual directors’ fees allocated to directors (resolution thirty-six)
It is emphasized that the amount of this overall budget, initially set at €500,000 by the Combined General Shareholders’ Meeting of April 30, 2009, have never been updated.
Finally, resolution thirty-seven relates to the granting of the powers required to complete the legal formalities and publications relating to ordinary and extraordinary business.
Other information and comments 11 Authorization to trade in shares of the Company 18 months
V Tendering shares in connection with acquisitions, mergers, spinoffs or asset transfers
V Promoting the share in the secondary market or the liquidity of the Company’s share through an investment services provider in connection with a liquidity contract that meets the terms of the compliance charter recognized by the AMF (French Financial Markets Authority)
V The number of shares acquired with a view to holding them or subsequently tendering them in connection with a merger, spin-off or contribution may not exceed 5% of the share capital
V The Board of Directors ensures that buybacks are executed in accordance with prudential requirements, such as those established by regulation 12 Cancellation of treasury stock 26 months
V No cancellation of over 10% of share capital per 24-month period 13 Issue of shares and/or securities providing access to the Company’s capital* and/ or securities entitling holders to the allocation of debt securities* with PSR* maintained 26 months
V Ceiling: one and a half billion euros (€1.5 bn), to be deducted from the Overall Ceiling*
Other information and comments 14 Issue by public offer of shares and/or securities providing access to the Company’s capital* or entitling holders to the allocation of debt securities* with PSR* waived 26 months
V Option to issue, by public offer, (i) securities providing access to share capital yet to be issued by a Subsidiary and/or (ii) shares or securities giving access to existing capital or entitling holders tp the allotment of debt securities from a third-party company
V Can be used by your Board of Directors to decide on such issues and to carry out private placement* offerings
V May not under any circumstances exceed the statutory limit imposed on this type of offering (currently 20% of capital per year)
Other information and comments 16 Issue of shares or securities giving access to capital* as remuneration for contributions in kind involving securities of unlisted companies 26 months
V Can be used in connection with merger and acquisition transactions
V Included in the ceiling of resolution fourteen and in the Overall Ceiling*
V Your Board of Directors will make a decision with regard to the Statutory Auditors’ report on the value of contributions
V Unusable authorization during public share offers 17 Capitalization of premiums, reserves, retained earnings or other items 26 months
V Overall ceiling: one and a half billion euros (€1.5 bn)
V Unusable authorization during public share offers 18 Increase in the number of securities to be issued in the event of capital increases with or without PSR*
V Can be used to carry out a capital increase at the same price as the originallyplanned transaction in the event of oversubscription ("greenshoe" clause)
V Included in the initial issue ceiling and to be deducted from the Overall Ceiling*
V Price identical to that of the initial transaction 19 Issue of shares or securities giving access to capital* reserved for members of employee savings plans with PSR* waived 26 months
V Can be used to develop employee shareholding in France and abroad
V Price set by your Board of Directors within a limit of a minimum issue price for shares or securities giving access to capital of: – 80% of the
V have a close family relationship with a corporate offi cer of Natixis or the Group; V have been an auditor of Natixis or a Group company during the last fi ve years; V have been a member of Natixis’ Board of Directors for more than 12 years; V receive or have received signifi cant additional compensation from Natixis or the Group, excluding directors’ fees, including participation in any stock option plan or other performancebased compensation.
According to Articles L. 225-38 et seq. of the French Commercial Code, certain agreements must obtain the prior approval of the Board of Directors. The Statutory Auditors produce a special report on the agreements which the General Shareholders’ Meeting must approve ("Related-Party Agreements Procedure"). These are agreements that are entered into directly or through an intermediary between the Company and the following persons: V its Chief Executive Offi cer; V one of its Deputy CEOs; V one of its directors; one of its shareholders having a greater than 10% voting right or, in the case of a shareholder company, the company that controls it as per Article L.233-3 of the French Commercial Code.
Priority right In consideration of the waiving of PSR*, your Board of Directors may introduce a priority right (with oversubscription privileges*, if applicable). If introduced, this right would allow shareholders to subscribe to the proposed issue in proportion to the amount of former shares they hold, as in the case of PSR*. However, unlike PSR*, this priority right can only be exercised during a priority period, which is currently set at a duration of at least three trading days shorter than the period provided under PSR*, and is not negotiable. This priority period cannot be offered for all issues: similar to the case of PSR*, it may be preferable, or even necessary, not to offer this priority period in order to carry out a securities investment under the best possible conditions, such as when the swiftness of the transactions is essential to their success or when the issues are carried out on foreign fi nancial markets.
PSR stands for «preferential subscription rights». For a description of preferential subscription rights and a presentation of why preferential subscription rights may be waived, see the paragraph entitled «Renewal of fi nancial delegations and authorizations».
Overall Ceiling General ceiling for capital increases carried out under resolutions thirteen to nineteen, i.e. one and a half billion euros (€1.5 bn).
Private placement As of April 1, 2009, the law allows for capital increases without preferential subscription rights to take place within the limit of 20% of share capital per year, through offers made exclusively to (i) persons providing portfolio management investment services on behalf of third parties, or to (ii) qualifi ed investors or a restricted circle of investors, provided that such investors act on their own account. The aim is to optimize access to capital for the Company and to take advantage of the best market conditions, as this means of fi nancing is faster and simpler than capital increases by public offer.
Minimum issue price, as stipulated by regulation, at the time of issue; i.e. currently: V For shares: the weighted average share price of the last three trading sessions on the regulated NYSE Euronext Paris market prior to the day the subscription price for the capital increase is set, minus 5% after this average has been adjusted, where necessary, to account for the difference in the dividend entitlement dates.
V For securities giving access to capital*: the price set so that, for any shares issued in virtue of securities giving access to capital*, the total that the Company has received for such securities giving access to capital* is at least equal to the minimum regulatory price per share as established in the previous point (i.e. the price on the day the securities giving access to capital* are issued).
Characteristics of securities likely to be issued on the basis of resolutions thirteen to nineteen: Resolutions thirteen to nineteen, as presented to this Shareholders’ Meeting, seek to grant your Board of Directors the authority to decide whether to issue securities giving access to the Company’s capital, either through the issue of new shares such as convertible bonds or bonds redeemable in shares, or bonds with share warrants, or through the delivery of existing shares such as "OCEANEs" (bonds convertible into new shares or exchangeable for existing shares); these securities may take the form of either debt securities as in the examples above, or capital stock including equity securities such as equity coupled with stock options. However, in accordance with the law, equity instruments convertible or transformable into debt securities may not be issued. Terms governing the allocation of securities made available by virtue of securities giving access to capital and the dates on which this right may be exercised: Securities giving access to capital that take the form of debt securities (e.g. convertible bonds or bonds redeemable in shares, or bonds with share warrants) may give access, at any time or during specifi ed periods or on specifi ed dates, to the allocation of shares. This allocation may take place by way of ordinary conversion (e.g. of convertible bonds into shares), redemption (e.g. of bonds redeemable in shares), exchange (e.g. of exchangeable bonds into shares) or presentation of a warrant (e.g. bonds with share warrants) or any other manner, over the life of the issue, irrespective of whether shareholders’ preferential subscription rights to the securities thereby issued are maintained. In accordance with the law, the authority granted by your General Shareholders’ Meeting to issue securities giving access to shares to be issued shall imply that the shareholders waive their preferential subscription rights to the shares made available by virtue of these securities. For example, if your General Shareholders’ Meeting approves resolution thirteen, you will legally waive your preferential subscription rights to any securities issued by your Company to redeem any bonds redeemable in shares.
V Report of the Board of Directors and of the Statutory Auditors on the Company’s activities during the year ended December 31, 2014; V Report of the Chairman of the Board of Directors; V Approval of the 2014 parent company financial statements; V Approval of the 2014 consolidated financial statements; V Appropriation of earnings (ordinary and special dividend); V Statutory Auditors’ special report and approval of the agreements and commitments covered by Articles L.225-38 et seq. of the French Commercial Code; V Statutory Auditors’ special report and approval of the regulated commitments referred to in Article L.225-42-1 of the French Commercial Code in favor of Laurent Mignon; V Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2014 to François Pérol, Chairman of the Board of Directors; V Opinion on components of compensation due or granted in respect of the fiscal year ended December 31, 2014 to Laurent Mignon, Chief Executive Officer; V Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2014; V Cap on variable compensation for employees referred to in Article L. 511-71 of the French Monetary and Financial Code; V Approval of the co-opting of Anne Lalou as Director; V Trading by the Company in its own shares: authorization to be granted to the Board of Directors.
V Delegation of authority to the Board of Directors to reduce share capital by canceling treasury stock; V Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue – with preferential subscription rights maintained – of shares and/or securities providing access to the Company’s capital and/or the issue of securities entitling holders to the allotment of debt securities; V Delegation of authority to the Board of Directors to decide whether to increase share capital through a public offering that issues – without preferential subscription rights – shares and/or securities providing access to the Company’s capital and/or securities entitling holders to the allotment of debt securities; V Delegation of authority to the Board of Directors to decide whether to increase share capital through an offer, as referred to in Article L.411-2(II) of the French Monetary and Financial Code, that issues – without preferential subscription rights – shares and/or securities providing access to the Company’s capital and/ or securities entitling holders to the allotment of debt securities; V Delegation of authority to the Board of Directors to issue shares or securities providing access to the Company’s capital and/or to issue securities entitling holders to the allotment of debt securities - without preferential subscription rights - as remuneration for contributions in kind involving capital stock or securities providing access to the Company’s capital; V Delegation of authority to the Board of Directors to decide whether to increase share capital through the capitalization of premiums, reserves, retained earnings or other items; V Delegation of authority to the Board of Directors to increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights; V Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the Company’s capital and/or the issue of securities entitling holders to the allotment of debt securities, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members; V Delegation of authority to the Board of Directors to consolidate the Company’s shares; V Modification of Articles 9 and 18 of the bylaws related to the term of office for directors and non-voting members; V Modification of Article 12 of the bylaws related to the powers of the Board of Directors; V Modification of Article 25 of the bylaws related to the shareholders’ voting rights; V Modification of the bylaws to bring them into line with legal and regulatory provisions.
V Reappointment of ten directors; V Appointment of Alain Denizot as director; V Establishment of the overall annual budget for directors’ fees to be allocated to members of the Board of Directors; V Powers to complete formalities.
Based on the share capital at December 31, 2014, and on the assumption that no treasury stock existed on that date, this should break down as follows: To the legal reserve (5% of the earnings for the fi scal year) €65,265,847.15
In accordance with legal provisions, the shareholders hereby note that for the three fi scal years prior to fi scal year 2014, the following dividends were distributed: Fiscal year
The dividend will be detached from the share on May 22, 2015 and paid starting on May 26, 2015.
The General Shareholders’ Meeting fully empowers the Board of Directors to determine the overall amount of the dividend, with the understanding that treasury stock held by the Company on May 22, 2015, does not pay dividends, and consequently to determine the amount of the distributable earnings that will be allocated to «Retained earnings».
Res olution four (Approval of the agreements and commitments covered by Articles L.225-38 et seq. of the French Commercial Code)
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 the Statutory Auditors’ special report on the commitments referred to in Article L.225-42-1 of the French Commercial Code, approved the terms and conditions of the Commitment and Amendment No. 1 related to the severance payment due or likely to be due to Laurent Mignon in the event he leaves his offi ce as CEO, and Laurent Mignon’s non-compete clause, as authorized by the Board of Directors.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with the recommendation in paragraph 24.3 of the June 2013 AFEP-Medef Corporate Governance Code for listed companies, hereby approves the components of compensation due or granted in respect of the fi scal year ended December 31, 2014 to François Pérol, Chairman of the Board of Directors, as presented in Natixis’ 2014 annual report/registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1.
Resolution seven (Opinion on components of compensation due or granted in respect of the fiscal year ended December 31, 2014 to Laurent Mignon, Chief Executive Officer)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, consulted in accordance with the recommendation in paragraph 24.3 of the June 2013 AFEP-Medef Corporate Governance Code for listed companies, hereby approves the components of compensation due or granted in respect of the fi scal year ended December 31, 2014 to Laurent Mignon, CEO, as presented in Natixis’ 2014 annual report/ registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.5.1.
Based on the scope of regulated employees, total fi xed compensation is valued at €59 million excluding employer charges.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves the co-opting on February 18, 2015 by the Board of Directors of Anne Lalou as Director, to replace Christel Bories, who resigned, for the remainder of her term of offi ce, i.e. until the end of this General Shareholders’ Meeting.
This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release; 2) Resolves that Company share purchases may relate to a number of shares such that: R the number of shares that the Company buys during the buyback program may not, at any time, exceed 10% of the shares comprising the Company’s share capital, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this General Shareholders’ Meeting. It is specifi ed that (i) the number of shares acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer may not exceed 5% of its share capital; and (ii) when the shares are bought back to promote liquidity under the conditions set out by the General Regulations of the AMF, the number of shares taken into account to calculate the 10% limit provided for by the fi rst paragraph corresponds to the number of shares purchased, net of the number of shares resold during the authorization period;
R the number of shares that the Company holds at any time whatsoever does not exceed 10% of the shares comprising the Company’s share capital on the date in question, pursuant to Article L.225-210 of the French Commercial Code; 3) resolves that the acquisition, sale or transfer of the shares may take place at any time, except in public offer periods, within the limits authorized by current legal and regulatory provisions, by any means, on regulated markets, multilateral trading platforms, with systematic internalizers or over the counter, including by means of the acquisition or sale of blocks of shares (without limiting the portion of the buyback program that may be realized by this means), by a tender or exchange offer, by using options or other forward financial instruments traded on regulated markets, multilateral trading platforms, with systematic internalizers or over the counter, or by the tendering of shares subsequent to the issue of securities giving access to the Company’s capital by means of conversion, exchange or redemption, by exercising a warrant or by any other means, either directly or indirectly via an investment services provider.
The maximum purchase price under this resolution will be ten (10) euros per share (or the equivalent value of this amount on the same date in any other currency).This maximum price applies only to purchases decided from the date of this meeting and not to forward transactions entered into by virtue of an authorization given at a previous General Shareholders’ Meeting and providing for purchases of shares subsequent to the date of this meeting. The shareholders delegate to the Board of Directors, in the event of a change in the par value of the share, capital increases by capitalization of reserves, free share allocations, stock splits or reverse stock splits, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the share capital, the power to adjust the maximum purchase price indicated above so as to take into account the impact of these transactions on the share value; 4) resolves that the aggregate amount allocated to the share buyback program authorized above may not exceed €3,119,662,140; 5) fully empowers the Board of Directors, with the right to subdelegate said power, to decide upon and implement this authorization, to specify its final terms and conditions if necessary and to determine its procedures, in order to carry out the buybac k program and, in particular, to place any stock market order, enter into any agreement, allocate or reallocate the shares acquired to meet the objectives sought in accordance with the applicable legal and regulatory provisions, establish the terms and conditions according to which the rights of holders of securities or options will be protected, if appropriate, in accordance with legal, regulatory or contractual provisions, make any filings with the AMF and any other competent authorities, and complete all other formalities and, in general, do whatever is necessary.
This authorization is granted for a period of eighteen (18) months from this meeting. It voids from this day, as applicable, any unused part of any prior delegated power given to the Board of Directors for the purpose of trading in the Company’s shares, particularly that given by the shareholders in resolution eleven of the Combined General Shareholders’ Meeting of May 20, 2014.
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 of the Statutory Auditors, hereby authorizes the Board of Directors to reduce share capital, in one or more stages, in the proportions and at the times of its choosing, by canceling treasury stock as it chooses in accordance with the provisions of Articles L.225-209 et seq. and L. 225-213 of the French Commercial Code.
The maximum number of shares that may be canceled by the Company under this authorization, over a period of 24 months, is ten percent (10%) of the shares composing the Company’s share capital at any time, with the understanding that this maximum applies to an amount of Company capital that will be adjusted as necessary to take into account transactions that affect share capital after this General Shareholders’ Meeting.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 issue (i) of shares, (ii) of shares providing access to other shares, whether these exist or are yet to be issued, or that entitle holders to the allotment of debt securities, and/or (iii) securities providing access to shares yet to be issued by the Company, in return for payment or free of charge, and are governed by Articles L. 228-91 et seq. of the French Commercial Code, with the understanding that shares or other securities may be subscribed for in cash, as payment for debt, or by the capitalization of reserves, retained earnings or premiums; 2) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to issue (i) securities providing access to shares yet to be issued by a company in which the Company directly or indirectly holds more than half the capital, and/or (ii) shares providing access to existing shares or that entitle holders to the allotment of debt securities from a third-party company; 3) resolves to set the following limits to the capital increases authorized in the event that the Board of Directors uses the authority granted to it herein: R the par value ceiling on capital increases liable to be carried out immediately or in the future under this delegation of authority is set at one and a half (1.5) billion euros,
R notes that this delegation of authority creates ipso jure, in favor of holders of issued securities that give access to shares yet to be issued by the Company, an obligation on the part of the shareholders to waive their preferential right to buy those shares to which said securities give their holders subscription rights immediately or in the future,
R resolves that Company stock warrants may also be freely awarded to existing shareholders, with the understanding that the Board of Directors may decide that rights to fractional shares may not be traded and that the corresponding securities will be sold,
R resolves that the Company stock issued immediately or in future based on this delegation of authority cannot be preference shares; 6) resolves that the Board of Directors may not, unless previously authorized by the General Shareholders’ Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the Company’s shares. This prohibition shall stand until the public tender offer period ends; 7) resolves that the Board of Directors shall be fully empowered, with the right to sub-delegate said power under the terms set out by law, to implement this delegation of authority in order to: R make decisions regarding the capital increase and determine the securities to be issued,
R determine the dates and terms of the capital increase and the type, number and characteristics of the securities to be issued. Furthermore, in the case of bonds or other debt securities, decide whether they are to be subordinated or not (and, if applicable, their rank, in accordance with the provisions of Article 228-97 of the French Commercial Code), set their interest rate (specifi cally, fi xed, variable, zero-coupon or indexed interest rate) and make provisions for, if applicable, mandatory or optional cases when interest payments are suspended or are not paid, anticipate how long they will last (fi xed or indeterminate period), the possibility of reducing or increasing the par value of securities and other terms of issue (including conferring guarantees and sureties) and redemption (including reimbursement by remittance of Company assets). Where appropriate, these securities may be accompanied by warrants granting allocation, acquisition and subscription rights to bonds or other debt securities), or provide the Company with the option to issue debt securities (fungible or non-fungible) to make interest payments previously suspended by the Company, or even take the form of complex bonds as defi ned by the fi nancial markets authorities (for example, due to their redemption or compensation terms, or other rights such as indexation or option rights). Finally, the Board may change, throughout the life of the stocks concerned, the terms outlined above, in accordance with applicable procedures,
R if necessary, set the terms for exercising rights (as necessary, the rights to conversion, exchange or redemption, including by remittance of Company assets such as securities already issued by the Company) attached to future shares or securities giving access to the Company’s capital and, and set the date (which may be retroactive) from which dividend rights will be attached to the new shares, as well as all other terms and conditions for carrying out the capital increase,
R set the terms according to which the Company may, where appropriate, purchase or trade on the Stock Exchange, at any time or during specifi ed periods, the securities issued or to be issued immediately or in future, with a view to canceling them or not, taking legal provisions into consideration,
R apply, on its own initiative, the cost of the capital increase against the related share premiums and deduct the amounts required for the legal reserve from this amount,
R determine and make any necessary adjustments to take into account the impact of transactions on the Company’s capital, particularly in the event of a change in the share’s par value, a capital increase by capitalization of reserves, free share allocations, stock splits or reverse stock splits, distribution of dividends, reserves, premiums or any other assets, redemption of capital, or any other transaction affecting shareholders’ equity or share capital (including a public offering and/or change of control), and set all other terms that will safeguard, where applicable, the rights of holders of securities that give access to the Company’s capital (including by way of cash adjustments),
R record the completion of each capital increase and amend the bylaws accordingly,
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 4) Resolves to set the following limits to the capital increases authorized in the event that the Board of Directors uses the authority granted to it herein: R the par value ceiling on capital increases liable to be carried out immediately or in the future under this delegation of authority is set at four hundred and ninety-nine (499) million euros, with the understanding that the par value ceiling on capital increases carried out or liable to be carried out in future under this delegation of authority will be applied against the amount of the overall ceiling established in paragraph three of resolution thirteen submitted to the shareholders at this General Shareholders’ Meeting or, where appropriate, to an overall ceiling established under the same kind of resolution which may supersede said resolution during the period in which this delegation of authority remains valid; R the overall par value ceiling on capital increases liable to be carried out immediately or in the future under this delegation of authority and under resolutions fi fteen and sixteen submitted to the shareholders at this meeting is set at four hundred and ninety-nine (499) million euros; R these ceilings will be supplemented as necessary by the par value of additional shares that must be issued, in the event of new fi nancial transactions, to safeguard the rights of holders of securities giving access to the Company’s capital; 5) resolves that the delegation of authority granted under this resolution shall be valid for twenty-six (26) months from the date of this meeting; 6) decides to cancel preferential subscription rights of shareholders to shares and securities covered by this resolution, while nevertheless allowing the Board of Directors, under Paragraph 5 of Article L.225-135 of the French Commercial Code, to retain the option to grant shareholders, during a period and according to the terms set by the Board in compliance with applicable legal and regulatory provisions, for all or part of an issue, a priority subscription period which does not constitute a tradable right and which should be exercised in proportion to the number of shares held by each shareholder, and may eventually be supplemented by a subscription to surplus shares, with the understanding that unsubscribed shares may therefore be the subject of a public offering in France or abroad; 7) notes that if share purchases, including, where appropriate, those by shareholders, do not cover all shares issued under the capital increase, the Board of Directors may limit the amount of the transactions to the amount of subscriptions received on condition that the subscriptions account for at least 75% of the planned increase; 8) notes that this delegation of authority creates ipso jure, in favor of holders of issued securities that give access to shares not yet issued by the Company, an obligation on the part of the shareholders to waive their preferential right to buy those shares to which said securities give their holders subscription rights; 9) resolves that the Company stock issued immediately or in future based on this delegation of authority cannot be preference shares; 10) resolves that the Board of Directors may not, unless previously authorized by the General Shareholders’ Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the company’s shares. This prohibition shall stand until the public tender offer period ends; 11) notes that, in accordance with Paragraph 1 of Article L.225-136 1° of the French Commercial Code: R the issue price of shares issued directly shall be at least equal to the minimum established by the regulations applicable on the date of issue (currently the weighted average share price of the last three trading sessions on the regulated Euronext market Paris prior to the day the subscription price for the capital increase is set, from which a maximum discount of 5% has been deducted, where appropriate) after this average has been adjusted, where necessary, in case of different dividend entitlement dates,
R the issue price of securities giving access to shares not yet issued by the Company and the number of shares to which the holder may be entitled by the conversion, redemption or in general the transformation of each security that gives access to shares not yet issued by the Company, will be such that, for every share issued as a result of the issue of these securities, the amount received immediately by the company, plus any amount likely to be received in future, shall be at least equal to the minimum subscription price defi ned in the preceding paragraph; 12) resolves that the Board of Directors shall be fully empowered, with the right to sub-delegate said power under the terms set out by law, to implement this delegation of authority in order to: R make decisions regarding the capital increase and determine the securities to be issued,
R if necessary, set the terms for exercising rights (as necessary, the rights to conversion, exchange or redemption, including by remittance of Company assets such as treasury stock or securities already issued by the Company) attached to future shares or securities giving access to the Company’s capital and, and set the date (which may be retroactive) from which dividend rights will be attached to the new shares, as well as all other terms and conditions for carrying out the capital increase,
R apply, on its own initiative, the cost of the capital increases against the related share premiums and deduct the amounts required for the legal reserve from this amount.
14) Notes that, assuming the Board of Directors uses the authority delegated to it under this resolution, the Board of Directors will report on the use of authority delegated in this resolution at the next Ordinary General Shareholders’ Meeting, in accordance with the law and the regulations.
Resolution fifteen (Delegation of authority to be given to the Board to decide on the increase in share capital by an issuance without pre-emptive subscription rights, by an offer set out in Article L. 411-2, II of the French Monetary and Financial Code, of shares and/or securities giving access to the capital or entitlement to the allocation of debt securities)
2) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to issue shares not yet issued by the Company after companies in which the Company directly or indirectly holds more than half the capital, or by companies that directly or indirectly own more than half of its capital, issue securities giving access to shares not yet issued by the Company; This decision creates ipso jure, in favor of holders of securities that give access to shares liable to be issued by companies in the Company’s group, an obligation on the part of the Company’s shareholders to waive their preferential right to buy the Company shares to which said securities give their holders subscription rights; 3) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to issue (i) securities providing access to shares yet to be issued by a company in which the Company directly or indirectly holds more than half the capital, and/or (ii) shares providing access to existing shares or that entitle holders to the allotment of debt securities from a third-party company;
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 4) resolves to set the following limits to the capital increases authorized in the event that the Board of Directors uses the authority granted to it herein: R the par value ceiling on capital increases liable to be carried out immediately or in the future under this delegation of authority is set at four hundred and ninety-nine million (499 million) euros,
R provide for the exercise of rights attached to issued securities to be suspended in accordance with legal and regulatory provisions,
R set and make any necessary adjustments to take into account the impact of transactions on the Company’s capital, particularly in
R in general, enter into agreements to ensure the proposed issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and fi nancial servicing of securities issued under this delegation of authority and the exercise of associated rights; 13) establishes that this delegation does not frustrate Resolution 14 of this General Shareholders’ Meeting relating to public offers, the validity and term of which are not affected by this delegation; 14) notes that this delegation of authority voids from this day forward, as applicable, any unused part of any prior delegation of authority granted for the same purpose, namely, any comprehensive delegation of authority related to capital increases without preferential subscription rights by public offer, detailed in Article L. 411-2 of the French Monetary and Financial Code, that covers securities and transactions targeted under this resolution, especially the one granted by the shareholders in resolution ten of the Combined General Shareholders’ Meeting of May 21, 2013.
Resolution sixteen (Delegation of authority to the Board of Directors to issue shares or securities providing access to the Company’s capital and/or to issue securities entitling holders to the allotment of debt securities - without preferential subscription rights - as remuneration for contributions in kind involving capital stock or securities providing access to the Company’s capital)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, and in accordance with the provisions of Article L.225-147, paragraph 6 of said Code: 1) authorizes the Board of Directors, under the terms set out by law, to carry out a capital increase in one or more increments, up to the limit of 10% of the registered capital at the time of the issuance, this percentage applying to a capital adjusted according to the transactions affecting it subsequent to this General Shareholders’ Meeting, for the purpose of compensating the contributions in kind made to the Company, and composed of equity securities or securities giving access to capital, when Article L. 225-148 of the Commercial Code is not applicable, by the issuance, in one or more increments, of (i) shares, (ii) shares giving access to other shares, existing or yet to be issued, or giving entitlement to the allocation of Company debt securities and/or (iii) securities giving access to shares to be issued by the Company, it being clearly understood that the maximum nominal amount of the capital increases that are performed or likely to be performed eventually under this resolution will be charged against the nominal ceiling of capital increases authorized by this meeting in paragraph 4 of Resolution fourteen and against the amount of the overall ceiling set out in paragraph 3 of Resolution thirteen or, where applicable, against the amount of the ceilings set out by resolutions of the same kind that may succeed said resolutions during the valid period of this delegation; 2) resolves that the Company stock issued immediately or in future based on this delegation of authority cannot be preference shares; 3) resolves that the Board of Directors may not, unless previously authorized by the General Shareholders’ Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the company’s shares. This prohibition shall stand until the public tender offer period ends; 4) resolves that the Board of Directors shall be fully empowered, under the terms set out by law, to implement this delegation of authority in order to: R make decisions regarding the capital increase compensating the contributions and determine the securities to be issued,
R determine the characteristics of the securities compensating the contributions and setting the procedures whereby, where applicable, the rights of holders of securities giving access to the capital will be preserved,
Resolution seventeen (Delegation of authority to the Board of Directors to decide whether to increase share capital through the capitalization of premiums, reserves, retained earnings or other items)
R in general, enter into agreements, take any measures and carry out any formalities that are appropriate for the issue, listing and fi nancial servicing of securities issued under this delegation of authority and the exercise of associated rights; 3) resolves that the Board of Directors may not, unless previously authorized by the General Shareholders’ Meeting, use this delegation of authority once a third party has filed a public tender offer to purchase the company’s shares. This prohibition shall stand until the public tender offer period ends; 4) resolves that the delegation of authority granted under this resolution shall be valid for twenty-six (26) months from the date of this meeting; 5) notes that this delegation of authority voids from this day forward, as applicable, any unused part of any prior delegation of authority granted for the same purpose, namely, any delegation of authority related to capital increases through the capitalization of premiums, reserves, retained earnings or other items, especially the one granted by the shareholders in resolution fourteen of the Combined General Shareholders’ Meeting of May 21, 2013.
Resolution eighteen (Delegation of authority to the Board of Directors to increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with the provisions of Articles L. 225-129-2, L. 225-129-6, L. 225-138 I and II, L. 225-138-1, L. 228-91 and L. 228-92 of the French Commercial Code, and with the provisions of Articles L. 3332-18 through L. 3332-24 of the French Labor Code: 1) delegates to the Board of Directors, with the right to sub-delegate said power under the terms set out by law, its authority to decide whether to increase share capital, in one or more stages, in France or abroad, by a maximum amount of fifty (50) million euros, through the issue of shares or securities giving access to capital reserved for members of employee savings plans implemented in one company or a group of companies in France or elsewhere, falling within the scope of consolidation or combining financial statements pursuant to Article L. 3344-1 of the French Labor Code; with the understanding that (i) this resolution may be used to implement leverage effect formulas and (ii) the par value ceiling on capital increases carried out or liable to be carried out in future under this delegation of authority will be applied against the amount of the overall ceiling established in paragraph three of resolution thirteen submitted at this General Shareholders’ Meeting or, where appropriate, to the overall ceiling established
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 19, 2015 Resolution twenty (Delegation of authority to the Board of Directors to consolidate the Company’s shares)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders’ Meetings, having reviewed the report of the Board of Directors, having noted that the Company’s share capital amounted to, at March 2, 2015, €4,991,395,425.60, divided into 3,119,622,141 shares with a nominal value of €1.60 each,
V resolves to conduct a reverse split of the shares comprising the Company’s capital, such that seven ordinary shares with a nominal value of €1.60 each will each be exchanged for one (1) new share with a nominal value of €11.20; V fully empowers the Board of Directors, with the right to subdelegate said power, to: R set the start date for reverse split transactions,
R publish all notices and carry out any formalities required by law,
R record and prepare the exact number of shares for reverse split and the exact number of shares resulting from the reverse split before the start of reverse split transactions; V as a result of the preceding, resolves that the Board of Directors shall have all powers, with the right to sub-delegate, to carry out bylaw changes accordingly, determining and conducting, if applicable, the adjustment (including by way of cash adjustments) of the rights of beneficiaries of subscription options or share options, free share grants and holders of any securities giving access to the Company’s capital, carry out any required advertisement formalities, more generally to what would be useful and necessary with the aim of implementing the reverse split of Company shares under the above-mentioned conditions and in accordance with applicable regulations.
This delegation is granted for a period that will expire on the date of the General Shareholders’ Meeting called to approve the fi nancial statements for the fi scal year ending on December 31, 2016. It voids, from this day, unused part of any prior delegated power given to the Board of Directors by the shareholders in the Combined General Shareholders’ Meeting of May 26, 2011 under resolution twelve.
“Directors are appointed for a term of four (4) years. They may be reelected. A director’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year, held the year during which his term expires.”
V change the second paragraph in Article 18 of the Company bylaws related to the term of office for non-voting members, as follows: R Article 18 – Non-voting members (second paragraph)
“Nonvoting members are appointed for a term of four (4) years. A nonvoting member’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year, held in the year during which his term expires. Nonvoting members may be reelected and may be dismissed by the General Shareholders’ Meeting.”
V that the new duration of four years applies to the current terms of Directors on the date of this meeting, whose durations, initially set at six years, are therefore reduced by two years.
Resolution twenty-three (Modification of Article 25 of the bylaws related to the shareholders’ voting rights)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors, resolves to modify Article 25 of the Company bylaws as follows: R Article 25 – Voting rights
“Exceptionally in the case of granting double voting rights to any fully paidup shares for which a registered entry for two years under the same shareholder name is demonstrated under Article L.225-123 Paragraph 3 of the French Commercial Code, each member of the meeting has a right to as many votes as they hold or are represented by shares.”
“Shareholders’ Meetings include all the shareholders whose securities have no outstanding payments due.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Thierry Cahn as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Anne Lalou as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, reappoints Philippe Sueur as director for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, appoints Alain Denizot as director, to replace Didier Patault whose term ends following this General Shareholders’ Meeting, for a period of four (4) years (subject to the adoption of resolution twenty-one at this General Shareholders’ Meeting, otherwise for six (6) years) until the end of the General Shareholders’ Meeting convened to approve the fi nancial statements for the year ended December 31, 2018 (December 31, 2020 in the case of a six-year term).
Alain Denizot has already made it known that he would accept this term and that he would not exercise any function and is not subject to any measure that would prevent him from exercising this role.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders’ Meetings, having reviewed the report of the Board of Directors, resolves to establish of the overall annual budget for directors’ fees to be allocated to members of the Board of Directors at €650,000 for fi scal year 2015 and for the following fi scal years, until a new decision is made.
Statutory Auditors’ special report on related-party agreements and commitments 7.6 Statutory Auditors’ special report on related-party agreements and commitments
General Shareholders’ Meeting called to approve the fi nancial statements for the fi nancial year ended December 31, 2014
The global offering was underwritten by a group of fi nancial institutions: V headed by Natixis and J.P. Morgan Securities Ltd in the capacity of global coordinators (“the Global Coordinators”); and
On June 25, 2014, the Board of Directors authorized the draft agreement, and the signing of the underwriting agreement on this basis, and granted all powers to the Chief Executive Offi cer for the purpose of making any alterations to said draft that do not materially alter its content, and of signing the underwriting agreement in the name and on behalf of Natixis.
V BPCE, represented by Mr. Karyotis, Chief Financial Officer and Member of the BPCE Executive Board, and BPCE’s permanent representative on the Natixis Board of Directors.
At the same time, the Board of Directors’ meeting of September 23, 2014 authorized a service agreement entered into by Natixis and Caisse d’Epargne et de Prévoyance Ile-de-France. The framework agreement and service agreement fall within the context of the closure of Natixis’ Central Branch Offi ce. They are being entered into under fi nancial terms and conditions that are specifi cally based on the payment of an adjustment balance by Natixis aimed at compensating the bank in question in the event that the refi nancing rate for the assigned loans plus a margin of 0.25% is higher than the
7 LEGAL INFORMATIONStatutory Auditors’ special report on related-party agreements and commitments average rate of the loans that it is taking over. The purpose of these agreements is to simplify the bank transfer measures taken by Natixis employees who are customers of the Central Branch Offi ce, and also to ensure ongoing local banking services for those employees.
Joint corporate offi cers on the day of the transaction: François Pérol, Chairman of the BPCE Executive Board, Chairman of the Natixis Board of Directors, and member of the CNP Assurances Board of Directors, Daniel Karyotis, member of the BPCE Executive Board, and permanent representative of BPCE at Natixis, Alain Condaminas, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, Catherine Halberstadt, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, Didier Patault, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, Thierry Cahn, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, and Pierre Valentin, member of the BPCE Supervisory Board and member of the Natixis Board of Directors.
The master memorandum of understanding between CNP, BPCE, and Natixis was authorized by the Board of Directors on November 4, 2014. The main provisions of that memorandum are included in the general master protocol authorized by the Board of Directors on February 18, 2015.
On February 18, 2015, the Board of Directors authorized the commitment to grant a severance payment to the Chief Executive Offi cer in the event of early termination of his duties, and Amendment No. 1 to that commitment, which determine the terms and conditions of the severance payment payable or likely to be payable to Laurent Mignon in the event of the termination of his duties as Chief Executive Offi cer; this commitment and the amendment thereto had previously been authorized by the Board of Directors on February 22, 2011 and February 19, 2014, and had also been authorized by the
Amendment No. 1 had altered the rules for calculating the severance payment, in order to make them compliant with the principles in effect for members of BPCE’s Executive Board.
Joint corporate officers on the day of the transaction: François Pérol, Chairman of the BPCE Executive Board, Chairman of the Natixis Board of Directors, and member of the CNP Assurances Board of Directors, Daniel Karyotis, member of the BPCE Executive Board, and permanent representative of BPCE at Natixis, Alain Condaminas, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, Catherine Halberstadt, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, Didier Patault, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, Thierry Cahn, member
Statutory Auditors’ special report on related-party agreements and commitments of the BPCE Supervisory Board and member of the Natixis Board of Directors, and Pierre Valentin, member of the BPCE Supervisory Board and member of the Natixis Board of Directors.
Joint corporate officers on the day of the transaction: François Pérol, Chairman of the BPCE Executive Board, Chairman of the Natixis Board of Directors, and member of the CNP Assurances Board of Directors, Daniel Karyotis, member of the BPCE Executive Board, and permanent representative of BPCE at Natixis, Alain Condaminas, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, Catherine Halberstadt, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors, Didier Patault, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, Thierry Cahn, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, and Pierre Valentin, member of the BPCE Supervisory Board and member of the Natixis Board of Directors.
V Quota share reinsurance treaty entered into by CNP Assurances and ABP Vie in the presence of Natixis, with a view to ABP Vie, a Natixis Assurances subsidiary, reinsuring 10% of CNP Assurances’ life insurance and accumulation product inventory, which will be distributed by the Caisses d’Epargne network until December 31, 2015, and during the interim period determined in the Protocol.
V tranche 2 reinsurance matching agreement entered into by ABP Vie, CNP Assurances and BPCE, in the presence of Natixis, the aim of which is to determine the procedures for the management of events: R the provision to CNP Assurances of the list of customers covered by BPCE, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock); and
R the implementation of the tests required for the proper operation of the determination and information exchange mechanisms provided for in said agreement.
Agreements and commitments approved in previous fi nancial years and continued during the past fi nancial year
2.1.1 Amendment to the agreement relating to the guarantee granted to the BPCE bondholders by the Natixis New York Branch Office on April 9, 2013.
2.1.4 Tripartite agreements between Natixis, Société de Financement de l’Economie Française (SFEF) and, respectively, BFBP and CNCE
On July 10, 2009, the Board of Directors approved the tripartite agreements between Natixis, SFEF and both the central institutions (BFBP and CNCE) designed to set up trust accounts (comptes d’affectation spéciaux, or CAS), and to allow Natixis collateral to be pledged directly to SFEF. The agreements also established SFEF’s direct right of recourse against Natixis. The agreements cover: V délégation imparfaite agreements (agreements where the original debtor remains liable as well as the person instructed to pay on their behalf), establishing SFEF’s right of recourse against Natixis, between (i) Natixis, BFBP, and SFEF, and between (ii) Natixis, CNCE, and SFEF; V subsidiary financial guarantee master agreements, allowing Natixis collateral to be pledged directly to SFEF, between (i) Natixis, BFBP, and SFEF, and between (ii) Natixis, CNCE, and SFEF (term: the financial guarantee will remain in force until the date on which all the assignee’s guaranteed liabilities towards the assignor have been paid, reimbursed, or satisfied in full); V trust agreements, setting up trust accounts (comptes d’affectation spéciaux or CAS)) between (i) Natixis, BFBP, and SFEF, and between (ii) Natixis, CNCE, and SFEF (term: the agreement will end on the date when the trust account is closed); V representation agreements, allowing Natixis’ central institutions to represent it in its dealings with SFEF, between (i) Natixis and BFBP, and between (ii) Natixis and CNCE; V side agreements aimed at limiting the credit risk incurred by Natixis in respect of its central institutions by allowing early repayments to be made at Natixis’ initiative, between (i) Natixis and CNCE, and between (ii) Natixis and BFBP; V amendments aimed at updating the revised intra-group financial guarantee master agreements signed in 2008 with BFBP and CNCE (see Point 2.2.12 below), between (i) Natixis and CNCE, and between (ii) Natixis and BFBP.
The premium pertaining to Natixis was spread out and carried to the income statement in an amount of €1,475,273.77 for the fi nancial year ended December 31, 2014. The spreading of the premium relating to the mirror guarantees between the subsidiaries has no impact on Natixis’ income.
The change in the fair value of the total return swaps gave rise to the recognition of income amounting to €21,437,999.34 for the fi nancial year ended December 31, 2014 in respect of Natixis’ activities, and to an expense of USD 38,713,513.23 in respect of the subsidiaries’ activities. This expense was neutralized in Natixis’ accounts by recognizing an offsetting expense against the subsidiaries.
As the premium was immediately recognized in the balance sheet, its revaluation led to the recording of income amounting to €11,856,275.41 for the 2014 fi nancial year.
On December 17, 2009, the Board of Directors approved credit and fi nancial guarantee master agreements between Natixis and Natixis Lease aimed at providing access to SFEF fi nancing against collateral.
The fi nancial guarantee will remain in force until the date on which all the guaranteed liabilities with respect to the Lender have been paid, reimbursed, or satisfi ed in full.
On May 13, 2009, the Board of Directors approved an amendment to the credit and fi nancial guarantee master agreement with BFBP, Banques Populaires Covered Bonds (BPCB), Natixis and all the Banque Populaire banks. The amendment was designed to incorporate Banque Monétaire and Financière and Compagnie Européenne de Garanties and Cautions as providers of loan collateral subsequently pledged by certain Banque Populaire banks participating in the BPCB program.
On February 22, 2012, the Board of Directors authorized a new invoicing agreement between Natixis and BPCE pertaining to Natixis’ affi liation to BPCE, in replacement of the existing affi liation agreement.
This new invoicing agreement is aimed at providing a better refl ection of the proportion of BPCE’s governance functions that relate to affi liated entities. It provides for annual invoicing based on the actual cost of the tasks performed by BPCE.
Natixis’ General Shareholders’ Meeting of April 30, 2009 expressly approved and ratifi ed the credit and fi nancial guarantee master agreements arranged in December 2008 between Natixis and BFBP, and between Natixis and CNCE, within the scope of agreements signed by BFBP and CNCE with SFEF.
The expenses recognized by Natixis in respect of these agreements came to €6,264,193.44 for the fi nancial year ended December 31, 2014.
2.1.13 Agreement providing for the distribution of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group
2.1.14 “Click’n Trade” service and partnership agreement between Ixis CIB, CNCE and Banque Palatine
The income recognized by Natixis in respect of this agreement amounted to €482,000.00 for the fi nancial year ended December 31, 2014.
2.1.15 Letters of joint and several commitment and guarantee terminated or expired
The expenses recognized by Natixis in respect of these agreements came to €1,755,191.75 for the fi nancial year ended December 31, 2014.
French original signed in Neuilly-sur-Seine and Paris-La-Défense, on 12 March 2015, by The Statutory Auditors
8 ADDITIONAL INFORMATIONStatement by the Person responsible for the registration document 8.1 Statement by the Person responsible for the registration document
I have obtained a letter from the Statutory Auditors certifying the completion of their work, in which they indicate that they have examined the information relating to the fi nancial position and the fi nancial statements given in this document and have read the entire document.
Documents available to the public 8.2 Documents available to the public
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
Heading Registration document page number 1. Persons responsible 454 2. Statutory Auditors 307-308 3. Selected fi nancial information 3.1. Selected historical fi nancial information regarding the issuer for each fi scal year 8-9 3.2. Selected historical fi nancial information for interim periods N/A
4. Risk factors 103-107 5. Information about the issuer 5.1. History and development of the Company 4 to 7 6. Business overview 6.1. Main activities 10 to 25 6.2. Main markets 283 to 287 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 168 6.5. The basis for any statements made by the issuer regarding its competitive position 10 to 24 7. Organizational structure 7.1. Brief description of the Group 4-5 ; 7 7.2. List of principal subsidiaries 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 233-234 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 9. Income and Financial position 9.1. Financial position 10. Treasury and Capital resources 10.1. Information concerning the issuer’s capital resources 111 to 125 ; 198-199 10.2. Sources and amounts of the issuer’s cash fl ows 200-201 10.3. Information on the issuer’s borrowing conditions and funding structure 189-190 10.4.
10.5. Information regarding the anticipated sources of funds needed to fulfi ll commitments referred to in items 5.2. and 8.1 189-190 ; 195 11. Research and development, patents and licenses 168 12. Trend information 13. Profi t forecasts or estimates N/A
14. Administrative, management, and supervisory bodies and Executive Management 14.1. Administrative bodies 32 to 72 14.2. Administrative, management, and supervisory bodies and Executive Management confl icts of interest 72 15. Compensation and benefi ts 15.1. Amount of compensation and benefi ts in kind 72 to 85 15.2. Total amounts paid accrued by the issuer to provide pension, retirement or similar benefi ts 304
20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information 20.2. Pro forma fi nancial information 8-9 ; 285 to 287 20.3. Financial statements 20.4. Auditing of historical annual fi nancial information 321-322 ; 364-365 20.5. Age of latest fi nancial information 321-322 ; 364-365 20.6. Interim fi nancial and other information N/A
20.8. Legal and arbitration procedures 167-168 20.9. Signifi cant changes in the issuer’s fi nancial or commercial situation 302 21. Additional information 21.2. Memorandum and bylaws 408 to 412 22. Material contracts 23 23. Third party information and statement by experts and declarations of any interest N/A
V Summary table of powers currently delegated by the Annual General Shareholders’ Meeting to the Board of Directors with respect to capital increases 414
Heading Registration document page number 1. Operations during 2014 1.1. Consolidated results 197 to 320 1.2. Other items of 2014 consolidated results N/A
1.3. Natixis parent company 323 to 363 2. Progress made and diffi culties encountered in 2014 178 to 180 3. Research and development 168 4. Signifi cant events after the reporting period 302 5. Trends and outlook 10 to 25 6. Risk factors 103 to 107 7. Corporate offi cers and senior managers 7.1. Corporate offi cers and other positions held by members of the Board of Directors 32 to 56 7.2. Transactions in Natixis securities by corporate offi cers and senior managers 81 to 83 7.3. Members of the Board of Directors compensation 79-80 7.4. Compensation and benefi ts payable to the CEO 76 to 78 7.5. Stock options and performance shares 82 8. Information concerning the Company and its capital 351 ; 413 to 418 9. Information relative to the locations and activities in each country or territory 308 to 314 10. Social and Environmental information 367 to 405
V Parent company results for the last fi ve years 363
8 ADDITIONAL INFORMATIONCross-reference table of Social and Environmental information 8.6 Cross-reference table of Social and Environmental information
V Total workforce and employee distribution by gender and geographic region V New hires and layoffs V Compensation
c) Labor relations V The organization of employer-employee communication V Collective bargaining agreements LA4 386
V Gender equality V Employment and integration of disabled employees V The fi ght against discrimination and the promotion of cultural diversity LA2, LA12, LA13 389
Promotion and respect of the International Labour Organisation’s fundamental conventions: V On protecting freedom of association and the right to collective bargaining V On eliminating discrimination in employment and occupation V On eliminating forced or compulsory labour V On abolishing child labour LA13, HR7, HR6 391
V The prevention of waste production, recycling and disposal V Taking into account noise pollution and all types of pollution specifi c to a particular activity
Art. R.225-105-1-II 3° e) e) Other human rights initiatives HR1-2-7-8-9-10 397
Art. R.225-105-2 The independent third-party organization called to give its opinion (...) on social and environmental information that appears or should appear on the report 404
ADAM Association de Défense des Actionnaires Minoritaires (Association for the Defense of Minority Shareholders).
ARRCO Association pour le Régime de Retraite Complémentaire des Salariés (Association for the Employee Complementary Pension Scheme).
Back offi ce An administrative department at a fi nancial intermediary that performs support and post-trading functions.
Backtesting A method of assessing the effectiveness of trading strategies and the accuracy of value at risk (VaR) compared to risks actually borne.
A supervisory framework established in 1988 by the Basel Committee aiming to maintain the solvency and stability of the international banking system by establishing uniform minimum capital requirements for banks on the international level. It established a minimum capital adequacy ratio of 8% in relation to all of the risks borne by a bank.
CCAN Comité Consultatif des Actionnaires de Natixis (Natixis Shareholders’ Consultative Committee).
Credit default swap, i.e. insurance against credit risk in the form of a bilateral fi nancial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn promises to compensate for any losses on a reference asset (a bond issued by a government, fi nancial institution or company) upon the occurrence of a credit event (bankruptcy, default, deferred payment or restructuring).
Comité des Établissements de Crédit et des Entreprises d’Investissement, i.e. the former French Credit Institutions and Investment Firms Committee, which has since been incorporated into the Autorité de Contrôle Prudentiel et de Résolution (French Prudential Supervisory Authority).
CLO Collateralized loan obligation, i.e. a credit derivative product backed by a homogeneous pool of corporate loans.
CNlL Commission Nationale de l’Informatique et des Libertés (an independent administrative authority protecting privacy and personal data).
Cost/income ratio A ratio indicating the share of net revenues used to cover operating expenses (the company’s operating costs). It is calculated by dividing operating costs by net revenues.
CRBF Comité de la Réglementation Bancaire et Financière (French Banking and Financial Regulation Committee).
Credit valuation adjustment, i.e. the expected loss related to counterparty’s default risk. The CVA aims to account for the fact that the full market value of the transactions cannot be recovered. The method for determining the CVA is primarily based on the use of market inputs in connection with the practices of market professionals.
The European Banking Authority, established by an EU regulation on November 24, 2010. It came into being on January 1, 2011 in London, superseding the Committee of European Banking Supervisors (CEBS). This new body has an expanded mandate. It is in charge of harmonizing prudential standards, ensuring coordination among the various national supervisory authorities and performing the role of mediator. The goal is to establish a Europe-wide supervision mechanism without compromising the ability of the national authorities to conduct the day-to-day supervision of credit institutions.
EURIBOR Euro Interbank Offered Rate, the benchmark interest rate on the eurozone’s money market.
A fi nancial institution’s exposure in the event of a counterparty’s default. EAD covers both balance sheet and offbalance sheet exposures. Off-balance sheet exposures are converted into balance sheet equivalents with the help of internal or regulatory conversion factors (drawdown assumption).
Encompasses asset and liability risks (interest rate, valuation, counterparty and forex risk) as well as risks related to the pricing of mortality risk premiums and the risks associated with life and non-life insurance, including pandemics, accidents and natural disasters (such as earthquakes, hurricanes, industrial accidents, acts of terrorism and military confl ict).
The leverage effect accounts for the rate of return on equity based on the after-tax rate of return on invested capital (return on capital employed) and the cost of debt. By defi nition, it is equal to the difference between the rate of return on equity and the return on capital employed.
A contract whereby two parties to a fi nancial contract (forward fi nancial instrument), securities loan or repurchase agreement agree to settle their reciprocal claims under these contracts through a single consolidated net payment, particularly in the event of default or contract termination. A master netting agreement extends this mechanism to different categories of transactions subject to different framework agreements through one all-encompassing contract.
Swap An agreement between two counterparties to exchange different assets, or revenues from different assets, until a given date.
The risk associated with assets that are fi nanced by resources with varying maturities. Because banks’ traditional activity is to make longer-term use of short-maturity resources, they naturally tend to face transformation risk, itself a source of liquidity and interest rate risks. Positive term transformation occurs when assets have a longer maturity than liabilities. Negative term transformation occurs when assets are fi nanced by resources with longer maturities.
TUP Transmission Universelle de Patrimoine (total transfer of assets and liabilities).
A joint company with a Board of Directors with share capital of €4,991,395,425.60