Populaires and Caisse Nationale des Caisses d’Epargne within the framework of agreements entered into thereby with the
Klein and François Pérol as members of the Supervisory Board and the appointment of Luigi Maranzana as non-voting member of the Supervisory Board.
In the twelfth resolution, the shareholders are being asked to authorize the Board of Directors to cancel, for a period of 18 months, as a means of reducing the share capital, all or part of the treasury share owned by your company or acquired within the scope of the authorization given by the Ordinary
General Shareholders’ Meeting, within the limit of 10% of the capital in any 24 month period. This authorization would render any prior authorization of the same type, for unused amounts, null and void.
The shareholders are being asked to renew authorizations and delegated fi nancial powers investing the Board of Directors with the right to issue, within 26 months of this meeting, those securities best suited, in terms of fl exibility and speed, to meet the Company’s fi nancing needs. They shall render null and void those authorizations and powers adopted by the Extraordinary
General Shareholders’ Meeting on August 29, 2008 for the same purpose, the ceiling for which was almost reached by the capital increase of September 2008. The additional report from the Executive Board describes the uses made of these authorizations.
Board of Directors may decide: to increase capital without preferential subscription voting ■
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; this being the subject of the fifteenth resolution; to increase capital by incorporating premiums, reserves, ■
earnings or other items; this being the subject of the sixteenth resolution; to increase the number of securities to be issued within the ■
Finally, in the eighteenth resolution, shareholders are asked to renew the authority delegated to the Board of Directors to decide on capital increases reserved for members of company savings plans for up to a maximum of €16 million to be charged against the overall ceiling mentioned above.
Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009
First resolution (Approval of the parent company financial statements for 2008)
Statutory Auditors’ report for the year ended on December 31, 2008, approves the parent company fi nancial statements for 2008, as presented, as well as the transactions represented in these accounts or summarized in these reports, showing a loss of €5,053,779,558.57.
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Articles L.23316 et seq. of the French Commercial Code, the consolidated fi nancial statements for 2008, as presented, as well as the transactions represented in these accounts or summarized in these reports.
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, upon recommendation of the Executive Board, decides to allocate the loss for 2008, i.e.: €5,053,779,558.57, by charging it against the issue premium.
Number of remunerated shares 1,222,042,694 1,219,864,330 489,954,800 * The dividend was eligible for the 40% allowance and for a fi xed allowance.
** Pro forma after division of the nominal value by 10.
Fourth resolution (Approval of regulated party agreements referred to by Article L.225-86 et seq. of the French Commercial Code)
Commercial Code, the master credit and fi nancial guarantee agreements concluded on December 3, 2008 with Banque
Financement de l’Économie Française (SFEF) acknowledging that the Supervisory Board was informed of these agreements at its meeting on January 21, 2009.
Commercial Code, the master credit and fi nancial guarantee agreements concluded on December 4, 2008 with Caisse
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, ratifi es the co-optation by the Supervisory Board on November 12, 2008 of Olivier Klein as member of the Supervisory Board, replacing Charles Milhaud, who tendered his resignation, for the remainder of the latter’s term of offi ce, i.e. until the end of the
Eighth resolution (Ratification of the cooptation of François Pérol as member of the Supervisory Board)
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, ratifi es the provisional appointment by the Supervisory Board on
Tenth resolution (Change in how the company is administered and managed with the creation of a Board of Directors)
L.225-56 of the French Commercial Code; 2) Decides that this change shall come into force at the end of this Combined General Shareholders’ Meeting; 3) Acknowledges, as a result of the adoption of the method of administration by a Board of Directors, that the terms of offi ce of the members of the Supervisory Board, the members of the Executive Board and the non-voting members shall come to an end at the close of this Combined General
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, subject to the adoption of the tenth resolution of this general meeting, having heard the Executive Board’s report and the draft amended bylaws: 1) Decides to adopt, Article by Article, and in its entirety, the text of the new amended bylaws updated in consideration of amendments pertaining to the way in which the Company is to be administered and managed and to the simplifi cation and updating of the bylaws after this general meeting and a copy of which will remain attached to the minutes of this
General Shareholders’ Meeting; 2) Decides that the fi nancial statements for the fi nancial year commencing on January 1, 2009 shall be prepared and presented in accordance with legal and statutory requirements for the Board of Directors.
Commercial Code: 1) Authorizes the Board of Directors to cancel, upon one or more occasions, in the proportions and at the times determined by it, within a limit of 10% of the share capital (it being specifi ed that this limit applies to the Company share capital amount adjusted, where necessary, to take into consideration transactions affecting the share capital subsequent to this general meeting), for each 24 month period, all or part of the share that the Company holds or may hold in the future, to reduce the share capital correspondingly and to allocate the difference between the purchase value of the cancelled share s and their nominal value to the premiums and reserves available, including the legal reserve, for up to 10% of the cancelled share capital; 2) Invests the Board of Directors with full authority, with the right to sub-delegate pursuant to legal requirements, to proceed with this or these capital reduction(s) and, as a consequence, to amend the bylaws, as well as to provide all related information, arrange all publications and complete all formalities and, generally speaking, do what is necessary.
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, subject to the adoption of the 10th and 11th resolutions of this general meeting, having heard the Executive Board’s report and the special report from the Statutory Auditors and pursuant to the provisions of Articles L.225-129 et seq. of the
France or abroad, in the proportion and at the times that it deems fi t, either in Euro or in any other currency or monetary unit established in reference to several currencies, by issuing
be implemented immediately or in the future by virtue of this delegation is set at €5 billion (or the exchange value of this amount on the issue date in the event of issue in another currency), it being specifi ed that the maximum overall nominal amount of capital increases likely to be implemented by virtue of this delegation and delegations conferred by virtue of resolutions 14, 15, 16, 17, and 18 of this meeting, shall be charged against this overall ceiling, the nominal amount of any additional shares that may be ■
the overall maximum nominal amount of the debt securities thus issued by virtue of this delegation may not exceed €1.5 billion (or the exchange value of this amount on the issue date if the issue is in another currency), this amount being increased, where necessary, by any above-par redemption premium; 4) Fixes the period of validity of the delegation of power covered by this resolution at 26 months from the date of this meeting; 5) Should the Board of Directors use this delegation of power: decides that the issue or issues shall, in preference, be ■
accordance with the law, entitled to grant shareholders the right to subscribe, subject to allocation, for a number of shares greater than those for which they may subscribe by way of right, in proportion to their subscription rights, and in any event, within the limit of their application, decides that, in accordance with Article L.225-134 of the ■
condition that this amount reaches at least three-quarters of the increase initially decided upon, to freely distribute all or part of the shares or, in the case −
of securities giving access to capital, those securities that have not been subscribed for, either on the French market or abroad; decides that share purchase warrants for Company shares ■
may be issued not only by means of a subscription offer, but also by free assignment to the owners of old shares, given that the Board of Directors will be entitled to decide that rights relating to fractional amounts will not be negotiable and that the corresponding securities will be sold, acknowledges the fact that this delegation of power ■
the securities to be issued, fi nalizing the terms of the issue or issues(s), ■
well as the amount of premium that may, if appropriate, be requested upon issue, determining capital increase dates and procedures, the ■
access to capital to be issued immediately or in the future are to be paid up, if necessary, setting the terms for exercising rights (where ■
appropriate, have the right to buy or trade on the market, at any time or for set periods, the securities issued or to be issued immediately or in the future with a view to their possible cancellation, in consideration of legal requirements, providing for any option to eventually suspend the exercise of ■
against related premiums and deducting from this amount the sums required for allocation to the legal reserve, making any adjustments intended to take into consideration ■
Meeting held on August 29, 2008; 8) Acknowledges the fact that, should the Board of Directors come to use the delegation of power invested in them in this resolution, the Board of Directors shall report to the next ordinary general meeting, in accordance with the law and regulations, on the use made of the authorizations invested in this resolution.
Fourteenth resolution (Delegation of power to the Board of Directors to decide on an increase in share capital by issuing – without preferential subscription rights – shares and/ or securities giving access to Company capital and/or by issuing securities representing debt securities)
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings, subject to the adoption of the 10th and 11th resolutions of this general meeting, having heard the Executive Board’s report and the special report from the Statutory Auditors and pursuant to the provisions of Articles L.225-129 et seq. of the French
Financial Code (Code monétaire et fi nancier) (as amended by Order No. 2009-80 of January 22, 2009), either in Euros, or in any other currency or monetary unit established in reference to several currencies, by issuing Company shares
(not including preference shares) and/or securities giving immediate and/or future access to Company capital (whether these are new or existing shares) issued for a fee or free of charge, governed by Articles L.228-91 et seq. of the French
France or abroad, in accordance with local regulations (for example, as part of an Anglo-Saxon type reverse merger) on securities meeting the requirements set by Article L.225-148 of the French Commercial Code; 2) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, its powers to decide to issue shares or securities giving access to Company capital to be issued subsequent to the issue, by companies in which the Company has a direct or indirect capital interest in excess of 50%, of securities giving access to Company capital; and acknowledges the fact that this decision signifi es the automatic waiver by Company shareholders of their preferential right to subscribe for the shares or securities giving access to Company capital to which these securities give entitlement, for the benefi t of holders of securities likely to be issued by companies belonging to the parent company group; 3) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, its powers to decide to issue securities giving access to the capital of companies in which it holds a direct, or indirect, capital interest in excess of 50%; 4) Decides to set, as follows, limits on the capital increases authorized in the event of use by the Board of Directors of this delegation of power: the maximum nominal amount of capital increases likely to ■
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 paragraph) of the 13th resolution of this meeting or, where appropriate, against any overall ceiling that may be provided for by any resolution of the same type that may supersede said resolution during the period of validity of this delegation, it being specifi ed that in any event, securities issued by means of an offer referred to in Article L.411-2, II of the
No. 2009-80 of January 22, 2009) are limited by law, the nominal amount of any additional shares that may be ■
the overall maximum nominal amount of the debt securities thus issued by virtue of this delegation may not exceed €1.5 billion (or the exchange value on the issue date if the issue is in another currency), it being specifi ed that (i) this amount will be charged against the ceiling for securities giving access to capital representing debt provided for in point 3 (third sub-paragraph) of the 13th resolution of this meeting or, where appropriate, against any ceiling that may be provided for by any resolution of the same type that may supersede said resolution during the period of validity of this delegation, and (ii) where appropriate, any above-par redemption premium will be added to this amount; 5) Fixes the period of validity of the delegation of power covered by this resolution at 26 months from the date of this meeting; 6) Decides to abolish shareholders’ preferential subscription right to securities covered by this resolution, granting, however, the Board of Directors, in application of Article
L.225-135, paragraph 2 of the French Commercial Code, the option to give shareholders, for a period, and under the terms set by it in accordance with legal and regulatory provisions applicable, and for all or part of an issue, a deadline for preferential subscription, not resulting in the creation of negotiable rights to be exercised, in proportion to the number of shares owned by each shareholder and which may eventually be supplemented by subscription subject to reduction, it being specifi ed that securities not subscribed for in this way will be the subject of a public placement in France or abroad; 7) Acknowledges the fact that if subscriptions, including where appropriate, shareholder subscriptions, have not taken up the entire issue, the Board of Directors may limit the operation to the amount of subscriptions received provided that this reaches at least three quarters of the issue initially decided upon; 8) Acknowledges the fact that this delegation of power signifi es the automatic waiver by shareholders of their preferential right to subscribe for the shares to which these capital securities will give immediate, or future, access for the benefi t of holders of issued securities giving access to Company capital; 9) Acknowledges the fact that, pursuant to Article L.225-136 1 paragraph 1 of the French Commercial Code: the issue price of shares issued directly shall at least amount ■
redeemed or, generally speaking, transformed into shares, in consideration of the par value of the bond or of said security, such that the sum received by the Company for each share is at least the same as the minimum subscription price set in the fi rst paragraph of this point 9; 10) Decides that the Board of Directors shall have full authority, with the right to sub-delegate pursuant to legal requirements, to implement this delegation of power, for the purpose, in particular, of: deciding on one or more increases of capital and determining ■
nature, the number and the characteristics of the securities to be created; deciding, in addition, in the case of bonds or other debt securities (including the securities granting debt securities, referred to in Article L.228-91 of the French
and providing, if necessary, for mandatory or optional cases of suspension or non-payment of interest, planning their term (fi xed or indefi nite period), the possibility of reducing or increasing the nominal value of securities and other issue procedures (including investing them with guarantees
access to capital to be issued immediately or in the future are to be paid up, setting, if necessary, the terms for exercising rights (where ■
attached to shares or securities giving access to capital to be issued and, in particular, fi nalizing the date, even if it is retroactive, from which the new shares will bear interest, as well as any other terms and conditions of their issue(s); setting the terms under which the Company will, where ■
appropriate, have the right to buy or trade on the market, at any time or for set periods, the securities issued or to be issued immediately or in the future with a view to their possible cancellation, in consideration of legal requirements, providing for any option to suspend entitlement to exercise ■
the rights attached to these securities in accordance with legal and regulatory provisions, where securities are issued to remunerate securities tendered ■
related amendments to the bylaws, in general, concluding any agreements, particularly to achieve ■
Meeting held on August 29, 2008; 12) Acknowledges the fact that, should the Board of Directors come to use the delegation of power invested in them in this resolution, the Board of Directors shall report to the next ordinary general shareholders’ meeting, in accordance with the law and regulations, on the use made of the authorizations invested in this resolution.
Code: 1) Authorizes the Board of Directors, with the right to subdelegate pursuant to legal requirements, for a period of 26 months from the date of this meeting, to increase the capital on one or more occasions, within the limit of 10% of the share capital at the time of issue (this percentage applying to the share capital as adjusted in accordance with operations impacting on it subsequent to this General Shareholders’
the valuation of contributions, setting the terms for the issue of securities remunerating contributions, as well as, if necessary, the adjustment amount to be paid, approving the granting of other non-cash considerations, reducing, if agreed by contributors, the valuation of the contributions or the remuneration of other non-cash considerations, and recording the contributions made, determining the characteristics of securities remunerating ■
against premiums pertaining thereto and deducting from this amount the sums required for allocation to the legal reserve, recording the completion of each capital increase and making ■
correlative amendments to the bylaws, generally, taking all the necessary measures and completing ■
all the necessary formalities for the issue, quotation and fi nancial servicing of the securities issued by virtue of this delegation of power, and the exercising of the rights attached to it and generally doing what is necessary; 3) Decides that the maximum nominal amount of the capital increase or increases likely to be implemented immediately, or in the future, by virtue of this resolution will be charged against the overall ceiling provided for in point 3 (fi rst sub-paragraph)
of resolution 13 of this meeting or, where appropriate, against any overall ceiling that may be provided for by any resolution of the same type that may supersede said resolution during the period of validity of this delegation; 4) Acknowledges the fact that this delegation renders null and void, as of the date of this meeting, up to the unused part of any prior delegation for the same purpose, i.e. any delegation of power permitting the issue of shares or securities giving access to capital without preferential subscriptions rights as remuneration for contributions in kind relating to capital securities or securities giving access to capital and, in particular, resolution 3 of the Company’s Extraordinary
Sixteenth resolution (Delegation of powers to the Board of Directors for the purpose of deciding to increase the share capital by the incorporation of premiums, reserves, earnings or other items)
Shareholders’ Meeting, having heard the Executive Board’s report and pursuant to the provisions of Article L.225-130 of the
French Commercial Code: 1) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, for a period of 26 months from the date of this meeting, its powers to decide to increase the share capital, on one or more occasions, in the proportion and at the times that it deems fi t, by the incorporation of premiums, reserves, earnings or other items, the capitalization of which shall be legally and statutorily possible, in the form of the issue of new capital securities or by increasing the nominal amount of existing capital securities or by a combination of these two methods.
The maximum nominal amount of capital increases likely to be implemented for this reason may not exceed €5 billion, it being specifi ed that this amount will be charged against the overall ceiling provided for in point 3 (fi rst sub-paragraph) of resolution 13 of this meeting or, where appropriate, against any overall ceiling provided for by any resolution of the same type that may supersede said resolutions during the period of validity of this delegation, nor must it, under any circumstances, exceed the amount of premiums, reserves, earnings or other items for which capitalization is legally and statutorily possible at the time of the capital increase; 2) Should the Board of Directors use this delegation of power, delegates to the latter full authority, with the right to subdelegate pursuant to legal requirements, to implement this delegation, for the purpose, in particular; of: fi xing the amount and type of sums to be incorporated into ■
the capital, fi xing the number of new capital securities to be issued and/or the amount by which the nominal amount of existing capital securities comprising the share capital will be increased, setting the date, even if this is retroactive, from which the new capital securities will bear interest or the date on which the raising of the nominal amount of existing capital securities will come into effect,
securities: that rights relating to fractional amounts will not be negotiable −
and that the corresponding capital securities will be sold, the sums arising from the sale being allocated to holders of rights pursuant to legal and regulatory requirements, that capital securities to be allocated under this delegation by −
virtue of existing capital securities with double voting rights will benefi t from this right as soon as they are issued, making any adjustments intended to take into consideration −
measures and completing all necessary formalities for the issue, quotation and fi nancial servicing of the securities issued by virtue of this delegation of powers, and the exercising of the rights attached to it and generally doing what is necessary; 3) Acknowledges the fact that this delegation renders null and void, as of the date of this meeting, where appropriate, up to the unused part of any prior delegation for the same purpose, i.e. any delegation of power relating to capital increases by the incorporation of premiums, reserves, earnings or other items and, in particular, the fourth resolution of the Extraordinary
Seventeenth resolution (Delegation of powers to the Board of Directors for the purpose of increasing the number of securities to be issued in the event of a capital increase with or without preferential subscription rights)
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009
Code and, on the other, to the provisions of Articles L.3332-18 et seq. of the French Labor Code: 1) Delegates to the Board of Directors, with the right to subdelegate pursuant to legal requirements, its powers to decide to increase the Company’s share capital, on one or more occasions, by a maximum nominal overall amount of €16 million, by issuing shares or securities giving access to capital, reserved for members of one or more save-asyou -earn company savings plans (or any other plan whose members are permitted by legal and regulatory provisions to reserve a capital increase under the same conditions) set up within the Natixis Group which is made up of the Company and French or foreign companies falling within the scope of consolidation or of a combination of Company accounts in application of Article L.3344-1 of the French Labor Code, it being specifi ed that the maximum nominal amount of capital increases likely to be implemented immediately or in the future by virtue of this delegation will be charged against the overall ceiling provided for in point 3 of resolution 13 of this meeting or, where appropriate, against any overall ceiling provided for by any resolution of the same type that may supersede said resolutions during the period of validity of this delegation; 2) Fixes the period of validity of the delegation of power covered by this resolution at 26 months from the date of this meeting; 3) Decides that the issue price for shares or securities giving access to new capital will be determined under the terms provided for by Articles L.3332-18 et seq. of the French
in respect of which the aforementioned benefi ciaries may subscribe for shares or securities giving access to capital thus issued and may benefi t, where appropriate, from shares and securities giving access to capital that are allocated free of charge, deciding that subscriptions may be made direct by ■
benefi ciaries, members of a save-as-you-earn company savings plan, or via employee share ownership plans or other eligible structures or entities subject to the legal or regulatory provisions applicable, determining the conditions, particularly length of service, to ■
be met by benefi ciaries of capital increases, setting the opening and closing dates for subscriptions, ■
giving access to capital, fi xing the nature, characteristics and number of shares or securities giving access to capital to be issued, the number to be allocated to each benefi ciary, and fi nalizing the dates, deadlines, terms and conditions of allocation of these shares or securities giving access to capital within current legal and regulatory limits and, in particular, choosing whether to substitute, in full or in part, the allocation of these shares or securities giving access to capital for any discounts planned, or to charge the equivalent value of these shares or securities giving access to capital
sums required in order to pay up said shares in full against reserves, earnings or issue premiums, recording the completion of the capital increase(s) for the ■
via a proxy, all operations and formalities, including formalities subsequent to capital increases and correlative amendments to the bylaws, generally speaking, concluding any agreements, particularly ■
Shareholders’ Meeting, having heard the Executive Board’s report, appoints François Pérol as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
François Pérol has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Twenty first resolution (Appointment of Caisse Nationale des Caisses d’Epargne, represented by Alain Lemaire as director)
Lemaire has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Jean Clochet as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’ Meeting called to approve the accounts for the year ending on December 31, 2014.
Jean Clochet has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
The General Shareholders’ Meeting, ruling under the conditions of quorum and majority required for ordinary general meetings, subject to the adoption of resolutions 10 and 11 of this General
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Jean Claude Créquil as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Jean-Claude Créquit has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Stève Gentil as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’ Meeting called to approve the accounts for the year ending on December 31, 2014.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Olivier Klein as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’ Meeting called to approve the accounts for the year ending on December 31, 2014.
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 subject to the adoption of resolutions 10 and 11 of this General
Yvan de La Porte du Theil has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Didier Patault as director, with effect from the end of this
Shareholders’ Meeting, having heard the Executive Board’s report, appoints Philippe Sueur as director, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Philippe Sueur has already indicated that he/she accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him from performing this role.
Meeting called to approve the accounts for the year ending on
Jean-Louis Tourret has already indicated that he accepts this appointment and that he does not hold any offi ce, and is not subject to any measure likely to prevent him/her from performing this role.
Shareholders’ Meeting called to approve the accounts for the year ending on December 31, 2014.
Shareholders’ Meeting, having heard the Executive Board’s report, appoints xxxxx as a non-voting member, with effect from the end of this General Shareholders’ Meeting, for a period of six years, ending at the close of the General Shareholders’
Shareholders’ Meeting, having heard the Executive Board’s report, decides to set the overall annual amount of directors’ fees to be allocated to members of the Board of Directors at the sum of €500,000 for 2009 and for subsequent fi nancial years, until a new decision is taken.
Thirty ninth resolution (Authority to trade in the Company’s own shares)
(the “AMF”) and concluded with an investment services provider acting independently, in line with market practices approved by the AMF, implement any Company share option plan within the ■
context of the provisions of Articles L.225-177 et seq. of the
French Commercial Code or any similar plan, allocate shares, free of charge, within the scope of the ■
Commercial Code, allocate or sell shares to employees by way of their ■
access to capital are exercised by redemption, conversion, exchange, presentation of a warrant or by any other means, cancel shares, in whole or in part, within the scope of ■
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009 3) Decides that the Board of Directors may use this authorization and continue with the share buyback program even in the event of a public offer involving Company shares or initiated by the Company in accordance with regulations applicable at the time of the buyback; 4) Decides that the maximum number of shares that can be bought during the buyback program may not, at any one time, exceed 10% of the total number of shares comprising the share capital, this percentage being applied to a capital amount adjusted in accordance with operations impacting on it subsequent to this general meeting, given that, in addition, the Company may not, at any one time, hold more than 10% of the shares comprising its share capital on the date in question. It is also specifi ed that the number of shares acquired with a view to being held and tendered at a later date as part of a merger, demerger or equity fi nancing operation, may not exceed 5% of the Company’s capital; 5) Sets at €2,908 million, the maximum overall amount allocated to the share buyback program authorized by this resolution; 6) Decides that the maximum share purchase price within the context of this resolution may not exceed €10 per share
(or the exchange value of this amount on the same date in another currency), given that this maximum price only applies to purchases decided upon as of the date of this meeting and not to forward transactions concluded by virtue of an authorization given by a previous General Shareholders’
Board for the purpose of dealing in the Company’s shares and, in particular, the sixth resolution of the Combined General
businesses within the meaning of French Banking Law; the provision of all and any investment services as defi ned in ■
with a direct or indirect connection with the activities referred to above; the completion of all and any private and commercial ■
After deduction of any prior year losses, a minimum of 5% of each year’s earnings shall be transferred to the legal reserve as required by law. This ceases to be mandatory when said reserve amounts to one tenth of the share capital: it becomes mandatory once again when said reserve drops below one tenth of the share capital.
Annual dividends shall be paid on the date or dates set by the
The Company shall be managed by an Executive Board comprising between two and seven members appointed by the Supervisory Board. It shall carry out its functions under the supervision of the Supervisory Board, in accordance with the law and with these bylaws.
(6) years. In the event of a vacancy for a member of the Executive
Article 10 – Chairmanship of the Executive Board – Executive Management
The Supervisory Board may confer the same representative power on one or two members of the Executive Board, in which case they shall have the title of Chief Executive Offi cer.
The Executive Board shall meet as often as the interests of the Company require, upon a notice of meeting being issued by its Chairman or by at least half its members. It shall meet at the head offi ce or in any other place indicated in the notice of meeting. Additions may be made to the agenda when the meeting takes place. Notices of meetings may be issued by any means including by word of mouth.
Meetings shall be chaired by the Executive Chairman or, in his or her absence, by the Chief Executive Offi cer appointed by the
The Executive Board may only validly deliberate if at least half its members are present. Decisions shall be taken by a majority of the votes of members present or represented. In the event of a tied vote, the Chairman of the meeting shall have a casting vote.
The Executive Board shall draw up its own regulations governing its manner of functioning, and shall provide a copy of them to the
No restriction on the Executive Board’s powers shall be enforceable against third parties, which may commence legal action against the Company to enforce obligations entered into on its behalf by the Executive Chairman or by a Chief Executive
LEGAL INFORMATION 8 General information about Natixis special permanent or temporary missions as it shall determine, and may delegate to them the powers it considers necessary for one or more particular purposes, with or without the power to sub-delegate.
When it has been determined in accordance with current regulations that the percentage of the share capital owned by employee shareholders is in excess of the ceiling provided by law, a member of the Supervisory Board shall be appointed by the general meeting from among candidates put forward by the Supervisory Board of the Employee Share Ownership Plan or Plans. The member of the Supervisory Board appointed in this way shall not be taken into account in the calculation of the maximum number of members provided for by the fi rst paragraph of this Article.
No more than one third of the members of the Supervisory Board in offi ce may be more than 70 years of age. When this proportion is exceeded, the oldest member of the Supervisory Board, except for the Chairman, shall cease to hold offi ce at the end of the next Ordinary General Shareholders’ Meeting.
Throughout his or her term of offi ce, each member of the Supervisory Board must own at least one thousand
The members of the Supervisory Board shall be appointed for a term of six years. They may be re-elected. The functions of a member of the Supervisory Board shall come to an end at the end of the Ordinary General Shareholders’ Meeting called to approve the fi nancial statements for the fi nancial year ended, which is held in the year in which his or her term of offi ce expires.
Supervisory Board at least four times a year, and for directing its proceedings.
Article 16 – Meetings of the Supervisory Board 16.1 The Supervisory Board shall meet as often as is required by the interests of the Company and legal and regulatory provisions, and at least once a quarter in order to examine the written quarterly report of the Executive Board. Meetings shall be called by the Chairman of the Supervisory Board or by a third of its members, either at the head offi ce or in any other place indicated in the notice of meeting.
Board must be given reasonable prior notice of the date of its meeting. Notice of meetings shall include a detailed agenda for the meeting.
The Supervisory Board may appoint a secretary from among its members or from elsewhere.
Meetings shall be held and decisions taken according to the conditions of quorum and majority provided by law.
LEGAL INFORMATION8 General information about Natixis one of its Principal Subsidiaries (the term Principal Subsidiary referring to Natixis Global Asset Management, Coface or any other company controlled directly or indirectly by the Company within the meaning of Article L.233-3 of the French Commercial
Code (x) which is substituted for them (in whole or in part) by reason of a merger, equity fi nancing operation or other asset transfer or (y) which it has control thereof within the meaning of Article L.233-3 headings I and II of the French Commercial
Code, or (ii) requiring a rapid response from the Company which is incompatible with the application of the usual time limits for the convening of meetings of the Supervisory Board.
In the event of Urgent Business, the time limits for convening and conducting meetings of the Supervisory Board shall not be subject to Article 16 above, on condition that the Chairman of the
Supervisory Board of the Company has: fi rst sent a notice to the members of the Supervisory Board ■
The Executive Board shall present it with a report at least once a quarter, summarizing the main acts or other matters in connection with the management of the Company, and including all the information necessary for the Supervisory Board to be informed of developments in the Company’s business, together with the quarterly and half-yearly fi nancial statements.
maintaining preferential subscription rights, with a value including premium in excess of €75 million, any extension of the activities of Natixis to signifi cant ■
businesses not carried on by Natixis, any appointment of members of the Supervisory Boards, ■
Their term of offi ce is for six (6) years. They may be re-elected and may be dismissed by the General Shareholders’ Meeting.
They may receive compensation, the amount of which shall be determined by the Supervisory Board.
FORM AND TRANSFER OF SHARES (TITLE II, ARTICLE 4 OF THE BYLAWS)
They shall be registered in an account and transferred in the manner provided by applicable laws and regulations.
December 31, 2008, divided into 2,908,137,693 fully paid up shares of €1.60 each.
The Combined General Shareholders’ Meeting on May 22, 2008 granted the Executive Board delegations of power in respect of fi nancial matters.
These delegations were replaced by new delegations of power granted to the Executive Board by the Extraordinary General
Shareholders’ Meeting on August 29, 2008 for a period of 26 months with a view to increasing the capital with, or without, preferential subscription rights.
This same meeting also decided that the Executive Board may: increase capital without preferential subscription voting rights ■
Report from the Executive Board on the Use of Authorizations for capital increases in 2008
Lazard Frères Banque (acting, with Natixis directly or indirectly, jointly but not severally, under the name “Lazard-Natixis”), Crédit
Suisse and Merrill Lynch International acting as Lead Managers and Joint Book Runners.
2008, the theoretical price of the Natixis share would be as follows: assuming that no exercisable share options were exercised ■
August 27, 2008 for a period of three months after the issue of 1,643,729,997 shares resulting from the capital increase, the theoretical price of the Natixis share would be €3.90, assuming that all exercisable share options were exercised ■
SUMMARY TABLE OF DELEGATIONS OF POWER GRANTED TO THE EXECUTIVE BOARD BY THE GENERAL SHAREHOLDERS’ MEETING
For the purpose of allocating stock options shares 38 months none none
For the purpose of increasing capital via the issue of ordinary shares or of any securities giving access to capital, with preferential subscription rights accorded to existing shareholders €150 million 26 months none, replaced on August 29, 2008 none
Possibility to increase the amount of the issues in the event of surplus demand 15% of initial issue 26 months none, replaced on August 29, 2008 none
Possibility for shares issued without preferential subscription rights for existing shareholders, to be used as remuneration for shares tendered in the event of a public exchange offer or a contribution in kind 10% of the share capital
(at the time of issue) 26 months none, replaced on August 29, 2008 none
For the purpose of increasing capital via the issue of ordinary shares or of any securities giving access to capital, with preferential subscription rights accorded to existing shareholders €4 billion 26 months 30.09.2008 €3.7 billion
Possibility for shares or securities giving access to capital issued without preferential subscription rights for shareholders serve to remunerate contributions in kind 10% of the share capital
For the purpose of a capital increase reserved for members of savings plans, without preferential subscription rights, for the benefi t of said members in application of Article L.225-129-6 of the French Commercial Code €16 million 26 months none
Populaires directly or indirectly held the majority of the share capital; to employees and executive directors of Banque Fédérale des ■
Meeting authorized the Natixis Executive Board to grant, on one or more occasions, stock options to some, or all, Company employees or corporate offi cers, or to related companies within the meaning of Article L.225-180 of the French Commercial
Code. This authorization was valid up to a maximum of €10,000,000 shares.
On May 24, 2007, the Combined General Shareholders’ Meeting once again authorized the Natixis Executive Board to grant stock options, to some, or all, company employees or corporate offi cers, or to related companies within the meaning of Article
SUMMARY OF STOCK OPTION PLANS ALLOCATED TO NATIXIS EXECUTIVE DIRECTORS AT 31.12.2008 AFTER ADJUSTMENT
Certain derogations allow options to be exercised early (third party fi nancial operations impacting on Natixis capital, and the negotiated retirement or death of the benefi ciary).
From 2001 to 2005, the benefi ciary directors were the Executive Chairman and Chief Executive offi cer of Natexis Banques
Options awarded by the issuer during the year to ten salaried employees of the issuer and of all the companies included within its scope of consolidation, this being the highest number of options granted 0 €8.27 21.01.2008
reduction of capital by the cancellation of treasury share (15,552,460) (24,883,936) (288,910,332.20)
The members of the Supervisory Board, whether natural or legal persons, owned 71.5% of the capital of Natixis (almost all of this amount being owned by BFBP and CNCE), at December 31, 2008.
Caisses d’Epargne both increased their stake in the Company’s capital at par (refer to Chapter 8).
General Shareholders’ Meeting on May 22, 2008, Natixis owned 12,713,642 treasury shares at December 31, 2008.
The Combined General Shareholders’ Meeting on May 24, 2007 granted the Executive Board authority, for a period of 38 months with effect from the date of the meeting, to allocate free shares on one or more occasions to employees of Natixis and of companies directly or indirectly associated with Natixis within the meaning of
The developments included in this section will be affected pursuant to the draft resolutions put forward to the Combined General Shareholders’ Meeting on April 30, 2009, notably those relating to the change in administration and management of Natixis by adopting the form of a Public Limited Company (Société Anonyme) with a Board of Directors (see Chapter VIII – “Report from the Executive Board on the resolutions to be put to the vote at the General Shareholders’ Meeting” and “Draft resolutions for the Combined General Shareholders’ Meeting on April 30, 2009”.)
BFBP and CNCE undertake to maintain strict parity of investment in the capital of Natixis for a period of ten years, which could be extended for successive periods of fi ve years.
Consequently, any acquisition or sale of Natixis shares is prohibited during this period, with the exception: of sales of securities within the context of the market transaction ■
LEGAL INFORMATION8 Distribution of the capital and voting rights of sales of securities to a natural person appointed as a ■
circumstances after which the investment of each shareholder would be less than 34% of the capital on a fully-diluted basis, subject to an investment limit of 34% of the capital on a fully-diluted basis, it being specifi ed that such acquisitions of securities shall be carried out on behalf of the two shareholders by a jointly-appointed investment services provider; of the subscription, by way of right, for increases in the capital ■
of Natixis while maintaining preferential subscription rights, and of subscriptions for increases in the capital necessary to maintain the prudential equity capital of Natixis.
The shareholders shall meet every two years with effect from the date of signature of the agreement in order to re-examine the best way to ensure the sustainability of their agreement and the stability of their investments in the capital of Natixis, whether by the creation of a joint holding company to which they would transfer their respective investments in the capital of Natixis, or by the extension of the 10-year stability period.
In the event that either of the shareholders gives notice of its decision not to renew the stability period (inalienability and upper limits) for a further period of fi ve years at the end of the initial period of ten years (or of a tacit extension of that initial term), any transfer of securities that the said shareholder planned to carry out will be subject to the other shareholder’s right of preemption.
In the event that either of the shareholders owns a number of shares in excess of the number of shares owned by the other shareholder, that shareholder shall waive its voting rights in respect of the excess shares, and undertakes to sell them at the latest on the fi fth trading day following the date of their acquisition. Failing this, that shareholder: shall be solely responsible for the costs and obligations ■
resulting therefrom pursuant to the applicable stock exchange regulations, particularly as regards the compulsory fi ling of a draft public offer for Natixis; undertakes (by way of a sale undertaking) to sell half of the ■
excess shares thus owned to the other shareholder, at a price equal to their nominal value.
CNCE. The Supervisory Board is chaired alternately by a representative of one of the two shareholders for a period of six fi nancial years. The fi rst Chairman of the Supervisory Board is
The Executive Chairman is appointed by the Supervisory Board for a term of six years. The fi rst Chairman of the Executive Board is Philippe Dupont. The dismissal of all or any of the members of the Executive Board by the General Shareholders’ Meeting requires the prior approval of the two shareholders.
Supervisory Board, which takes decisions based on a simple majority vote of the members present and represented by proxy, or in the case of certain operations qualifi ed as “essential decisions”, based on a dual majority vote (i) of the members present and represented by proxy and (ii) of the members representing each of the two shareholders.
Board; the dismissal and, upon a proposal by the Chairman of the ■
Offi cer from a member of the Executive Board; any acquisition or increase of a shareholding, or any ■
with removal of preferential subscription rights, including the allocation of stock options or new free shares; a proposal to the General Shareholders’ Meeting to amend the ■
In the event of disagreement relating to an essential decision, the matter will be referred to the Chairmen and, if applicable, the
Shareholders’ Meeting of Natixis in order, as far as possible, to arrive at a joint position on the resolutions submitted to the vote of the shareholders.
Furthermore, the Supervisory Board (or Board of Directors) of the principal subsidiaries of Natixis shall be composed, in addition to the members representing the Executive Board of Natixis, of an equal number of members appointed on a proposal from BFBP
Subject to the existence of distributable profi ts and reserves and the applicable prudential rules, and save in exceptional circumstances, BFBP and CNCE are committed (i) to proposing to every General Shareholders’ Meeting convened, for the purpose of approving the fi nancial statements of Natixis, a distribution of dividends in an amount at least equal to 50% of the net consolidated profi t in respect of each fi nancial year (50%
The Agreement came into force on November 17, 2006 for a term of 15 years. Each of the two shareholders may, however, terminate the stability period (inalienability and upper limits) after a period of ten years, subject to giving prior notice of six months.
At the end of the 15 year period, the Agreement will automatically be renewed for successive periods of fi ve years (including the stability period if one of the two shareholders has not terminated it in accordance with the terms and conditions mentioned above), unless notice to terminate is given by either of the two shareholders at least six months before its expiry.
Additional clauses added to the Natixis Shareholders’ Agreement between BFBP and CNCE
Additional clause dated August 7, 2007: By way of exception to the provisions of the Agreement, CNCE
and BFBP decided to add another clause to the Agreement on
Natixis’s prospects and in its fundamentals despite the current market situation in respect of Natixis shares.
The majority shareholders have, by mutual consent, agreed to appoint a fi nancial intermediary to make these purchase on their behalf, where necessary, and in accordance with their instructions, in strict compliance with the principle of parity of investment referred to above.
interest in Natixis should fall below 34%, on a non-diluted basis, appoint a fi nancial intermediary to purchase on the market, on behalf of each majority shareholder, a suffi cient and identical number of Natixis shares to enable each shareholder’s investment to return to 34% of the capital on a non-diluted basis as soon as possible; expressly reiterate the pivotal nature of the 34% ceiling on ■
Additional clause dated September 29, 2008: By way of an exception to the provisions of the Agreement,
Populaires, are as follows: 1 - Restrictions on the free transferability of Banques Populaires CICs
Banques Populaires CICs are freely negotiable. However, the sale of Banques Populaires CICs must be approved in advance by the Board of Directors of the relevant Banque Populaire, under the conditions provided below.
CICs of which a sale is envisaged and, if applicable, the price offered and the payment terms.
Approval of the sale of Banques Populaires CICs will either result from a notice to the vendor of the decision taken by the relevant
Banque Populaire’s Board of Directors, or the absence of a reply within a period of one month, as of the date of receipt of notice of the proposed sale.
In the event that approval is refused, and failing abandonment by the vendor of its proposed sale, the Banque Populaire whose
or must arrange for them to be purchased by a third party, at a sale price that takes account of the proportion of the net assets to which Banques Populaires CICs confer a right, and which complies with the valuation methods used to value Banques
Populaires in terms of compliance with the rules of governance and internal organization within Groupe Banque Populaire, compliance with contractual commitments previously entered into within Groupe Banque Populaire and compliance with the principles determined therein, will arrange for consolidation accounting of Banques Populaires CICs, using the equity method.
Since Banques Populaires CICs do not carry voting rights, the considerable infl uence of Natixis over Banques Populaires will be characterized (i) by its legal infl uence arising from Natixis having the means to assess and make known its assessment of the consequences for Natixis of operational and fi nancial management decisions made by Banques Populaires, and (ii) by its “de facto” infl uence arising from the industrial and technical cooperation between Banques Populaires and Natixis.
Committee of BFBP (whose mission will be extended to examine the operational and fi nancial relationships existing between Natixis and Banques Populaires, with regards
BFBP; (iii) the prior consultation of Natixis in its capacity as a nonvoting member as of right on the Board of Directors of BFBP, for all decisions of the Board of Directors which relate to its mission as the central body of the Banques Populaires network of BFBP (in particular, defi nition of the policy and strategic direction of the Banques Populaires network, the negotiation and conclusion of national and international agreements on behalf of the Banques Populaires network, the approval of the directors of Banques Populaires, the approval of increases in the capital, of bond issues and of acquisitions and sales of investments, and the centralization of cash fl ow surpluses of Banques Populaires and their refi nancing); (iv) the right of Natixis to request a second resolution in the event that the Board of Directors of BFBP decides not to follow the advice given by Natixis on a decision likely to cause harm to its fundamental interests; (v) the right of Natixis to full and complete information regarding the operational and fi nancial management of Banques
Populaires; (vi) the rights of Natixis in respect of the audit of Banques
Banques Populaires management; (vii) the delegation of powers by BFBP to Natixis as regards the defi nition of standards and methods of assessment of risks common to BFBP, CNCE and Natixis.
Banques Populaires CICs may be repurchased from Natixis on the initiative of each Banque Populaire, without the prior authorization of the special general meeting of CIC holders and with the prior authorization of the Board of Directors of BFBP, in the following circumstances: any substantial alteration in the balance of the respective ■
shareholdings of BFBP and CNCE in Natixis and/or an end to the joint control exercised by CNCE and BFBP over Natixis; any reform of the 1947 law involving a substantial alteration of ■
Natixis to be maintained, Natixis must submit the precise terms of the changes made necessary to Banques Populaires in order for them to be able to determine whether they should integrate the new aspects of infl uence in their arrangements or whether they should decide, on receiving prior authorization from the
4 - Technical and industrial cooperation between Natixis and Banques Populaires
Natixis and Banques Populaires have agreed to maintain existing industrial and commercial relations for a period of at least ten years as of the subscription date of Banques Populaires
In particular, the provision of the following services currently provided by Natexis Banques Populaires to Banques Populaires will be maintained: provision of IT infrastructure; ■
systems, operational management of currency accounting); the design and management of customer products on behalf ■
of Banques Populaires (asset management, the whole range of insurance products (life, provident, fi re, accident and other risks), factoring and lease fi nancing, fi nancial planning, development capital, employee benefi ts planning (and particularly employee savings), international planning, credit insurance and commercial information (Coface)).
An agreement relating to the CICs issued by Caisses d’Epargne and transferred to Natexis Banques Populaires was entered into by each Caisse d’Epargne et de Prévoyance and by CNCE,
Caisses d’Epargne (subject to the authorization of the banking authorities) with an option to substitute a third party approved by CNCE.
LEGAL INFORMATION 8 Major contracts 2 - Consolidation of the investment of Natixis in Caisses d’Epargne
Natixis, which exercises considerable infl uence over Caisses d’Epargne in terms of compliance with the rules of governance and internal organization within Groupe Caisse d’Epargne, compliance with contractual commitments previously entered into within Groupe Caisse d’Epargne and compliance with the principles determined therein, will arrange consolidation accounting of Caisses d’Epargne CICs by using the equity method.
Since Caisses d’Epargne CICs do not carry voting rights, the considerable infl uence of Natixis over Caisses d’Epargne will be characterized (i) by its legal infl uence arising from Natixis having the means to assess and make known its assessment of the consequences for Natixis of operational and fi nancial management decisions made by Caisses d’Epargne provided for in the Caisses d’Epargne CICs Agreement, and (ii) by its
“de facto” infl uence arising from the industrial and technical cooperation between Caisses d’Epargne and Natixis, organized by Caisses d’Epargne CICs Agreement.
There are numerous economic ties between the subsidiaries transferred by CNCE and Caisses d’Epargne and these are likely to continue and to develop with the creation of Natixis.
management, revolving credit facilities, suretyship insurance for borrowers, factoring and equipment lease fi nancing, fi nancial engineering and capital market products, local authority fi nancing, debt management); securities and derivative brokerage. ■
Natixis and Caisses d’Epargne will maintain and develop their close cooperation in industrial and commercial areas.
Within the context of the development of this industrial and commercial cooperation, Natixis and Caisses d’Epargne have agreed to maintain the existing industrial and commercial relations described above for a period of at least ten years, as of the Completion Date.
Upon the expiry of this period, either of the parties may terminate, in whole or in part, the commercial and industrial relations described above and any other relations which might have been added in the meantime, in accordance with the special contractual provisions governing those relations and subject to giving one year’s prior notice.
Natixis undertakes to sell Caisses d’Epargne CICs to CNCE or to the relevant Caisse d’Epargne, in accordance with the terms and conditions defi ned below, without the prior authorization of the special general meeting of the holders of Caisses d’Epargne
Auditors of Natixis that makes it necessary to increase the infl uence of Natixis or to alter it signifi cantly in order to enable the consolidation of Caisses d’Epargne CICs by Natixis to be maintained, on the understanding that, in this event,
Natixis must submit the precise terms of the changes made necessary to CNCE and the Caisse d’Epargne concerned in order for them to be able to determine whether they should integrate the new aspects of infl uence in their arrangements or whether they should decide to exercise their right to buy back Caisses d’Epargne CICs.
In addition, without prejudice to the benefi t of paragraph (iii), in the event of a legislative amendment conferring a voting right on the holders of CICs, Natixis undertakes to act in concert with
In the event that CNCE and the relevant Caisse d’Epargne exercise their right to buyback Caisses d’Epargne CICs in cases (i), (ii) and (iv), CNCE’s right will have priority over that of the Caisse d’Epargne concerned.
The buyback value of Caisses d’Epargne CICs will be calculated using the method of valuation used when they were issued, and must take account of the proportion of the net assets to which the CICs confer a right. In the absence of agreement between Natixis and CNCE or the relevant Caisse d’Epargne, this repurchase value will be determined by an expert.
C - SUMMARY OF THE CROSSUNDERTAKINGS OF PURCHASE AND SALE RELATING TO THE SHARES OF COMPAGNIE 1818 – BANQUIERS PRIVÉS ENTERED INTO BY NATIXIS ON THE ONE HAND, AND FONCIER PARTICIPATIONS, CRÉDIT FONCIER DE FRANCE AND BANQUE PALATINE, ON THE OTHER
On November 17, 2006, Natixis entered into purchase and sale undertakings with Banque Palatine, Foncier Participations and
Permanent representative of Bolloré Participations, Director of Société Anonyme Forestière et Agricole (Safa)
Chairman of the Board of Directors of Direct 8 (formerly Bolloré Média)
Chairman of the Board of Directors of Matin Plus (formerly Compagnie de Bangor)
Positions and directorships as at December 31, 2008 In the last fi ve years
Permanent representative of Bolloré Participations, Member of he Supervisory Board of Compagnie du Cambodge
Permanent representative of Bolloré Participations, Director of Socapalm (Société Camerounaise de Palmeraies)
Premanent representative of Bolloré Participations, Director of Palmcam (Palmeraies du Cameroun)
Permanent representative of Bolloré Participations, Director of SPFS (Société des Palmeraies de la Ferme Suisse – Palm’or)
Member of the Supervisory Board of Equens N.V. – Payment Services for Europe
Jean Clochet, age 63, Chairman of the Board of Directors of Banque Populaire des Alpes, is also Chairman and Chief Executive
Permanent representative of la Caisse d’Epargne et de Prévoyance Île-de-France, Director of Immobilière 3F
Permanent representative of Caisse d’Epargne et de Prévoyance Île-de-France, Member of the Supervisory Board of Efi dis
Legal representative of Caisse d’Epargne and of Prévoyance Île-de-France, Member of the Supervisory Board of GCE Technologies
Legal representative of CNCE, Member of the Executive Committee of the Fédération Bancaire Française
Philippe Dupont, age 57, Chairman of the Board of Directors of Banque Fédérale des Banques Populaires. From 1999 to March 2009 he was Chairman and Chief Executive Offi cer of Banque Fédérale des Banques Populaires and from 2006 to March 2009 he was Chairman of the Natixis Executive Board. With a degree in Management and Economics, Mr. Dupont was the Manager of a commodities wholesaler for 12 years and then Chairman of the Board of Directors of BP ROP Banque Populaire. Mr Dupont is a member of the Executive Committee of the French Banking Federation.
Executive Offi cer of Natexis Banques Populaires and then of Crédit Lyonnais from November 1999, then Senior Adviser at Merrill
Permanent representative of Natixis on the Natixis Private Equity Board of Directors
Chief Executive Offi cer and Member of the Executive Committee of Crédit Lyonnais
Francis Henry, age 62, honorary solicitor, has been Chairman of the Steering and Supervisory Board of Caisse d’Epargne et de
Chairman of the steering and Supervisory Board of Caisse d’Epargne et de Prévoyance de Lorraine Champagne-Ardennes
Alfonso Iozzo, age 66, was President of Casa Depositi e Prestiti. He held various positions of responsibility and subsequently
Executive Management positions within the SanPaolo Group. He has been the Director of various European banks.
Permanent representative of Banque Populaire Bourgogne Franche-Comté, Non-voting Member of ABP-Assurances Banque Populaire
Olivier Klein, age 51, Chairman of the Executive Board of Caisse d’Epargne Rhône Alpes and Professor of Financial Economics. He is a graduate of École Nationale de la Statistique et de l’Administration Économique (ENSAE) and of HEC’s Cycle d’Études Supérieures en Finances. After having held positions of responsibility at BFCE and Natexis (in market fi nancial engineering, in business and corporate banking), he joined Groupe Caisse d’Epargne in 1998. He has, in particular, held the position of Chairman of the Executive
Rhône Alpes. Olivier Klein has, in addition, been Chairman of Groupe Caisse d’Epargne’s retail banking committee.
Permanent representative of CERA, Director of Fédération Nationale des Caisses d’Epargne
Permanent representative of CERA, Member of the Supervisory Board of GCE Business Services
Chairman of the Executive Board of Caisse d’Epargne Rhône Alpes Lyon
Permanent representative of Natexis Banques Populaires, Director of Natixis Private Equity
Other positions held: Member of Executive Committee of CIBP (Confédération Internationale des Banques Populaires)
Permanent representative of Banque Populaire Val-de-France, Director of la Banque Populaire Développement
Permanent representative of Banque Populaire Val-de-France, Director of la BICEC (Banque Internationale du Cameroun pour l’Epargne et le Crédit)
Alain Lemaire, age 59, former student at the École Nationale des Impôts and ENA, has been Chief Executive Offi ce of Caisse
Nationale des Caisses d’Epargne since October 19, 2008. He has also been Chairman of the Caisse d’Epargne Provence-Alpes-
Chief Executive Offi cer and Member of the Executive Board of Caisse Nationale des Caisses d’Epargne et de Prévoyance
Member of the Supervisory Board of La Compagnie 1818 – Banquiers Privés
Permanent representative of CEPAC, Member of the Supervisory Board of Business Services
Permanent representative of CEPAC, Member of the Supervisory Board of Financière Océor
Permanent representative of GCE I, Member of the Supervisory Board of I.Sélection
Luigi Maranzana, age 68, is currently Chairman of some Groupe Intesa Sanpaolo companies, after having been Deputy Director of
Sanpaolo Imi S.p.A. During his professional career, Mr. Maranzana managed Group activities in the United States in the 1980s, then within Banque Sanpaolo in France in the 1990s.
Member of the Executive Committee of ANIA (Associazione Nazionale fra le Imprese Assicuratrici)
Chairman of the Board of Directors of Crédit Foncier de France
Permanent representative of CNCE, Member of the Supervisory Board of SEDI-RSI
Offi cer of Banque Fédérale des Banques Populaires until March 2009. Auditor with the French Treasury until 1995, he held various positions of responsibility within ministerial cabinets before rejoining Groupe Caisse d’Epargne in 1999 of which he was a member of the Executive Board and then Groupe Banque Populaire in 2004.
Permanent representative of Banque Fédérale des Banques Populaires, Director of Natixis Consumer Finance
Permanent representative of Banque Fédérale des Banques Populaires, Manager of BANKEO
Permanent representative of la Banque Fédérale des Banques Populaires, Member of the CIBP Executive Committee
Charles Milhaud, age 66, was, from 1999 until October 2008, Chairman of the Executive Board of Caisses d’Epargne. A science graduate, his whole career has been spent with Groupe Caisse d’Epargne. Charles Milhaud was also Chairman of the Natixis and
Permanent representative of CNCE, President of GCE Participations, manager of SNC Participations Ecureuil
Permanent representative of CNCE, President of GCE Courtage (formerly GCE Imédia 07)
Permanent representative of CNCE, member of the Supervisory Board of Natixis Asset Management
Vice-Chairman of the Supervisory Board of CDC Finances – CDC Ixis
Jean-Marc Moriani, age 51, a graduate of École Centrale of Paris and Université Paris I (Economics), has served most of his career at Groupe Crédit Lyonnais and, subsequently, Crédit Agricole, in France and in the United States. He became responsible for the
Natixis Finance and Investment Bank in August 2007 and continues to manage it today.
Permanent representative of Natixis on the Natixis Securities Board of Directors
Jean-Charles Naouri, age 60, is Chairman and Chief Executive Offi cer and founder of EURIS, the holding company of one of
Anthony Orsatelli, age 58, studied at ENA, held various positions at the Ministry of the Economy and in ministerial cabinets then, in 1987, he joined Groupe BNP and, in 1995, he joined Groupe Caisse des Dépôts then Groupe Caisse d’Epargne. He was also, in particular, Chairman of the Executive Board of CDC Marchés, Chief Executive Offi cer of CDC IXIS, Chairman of the Executive Board of Ixis-CIB, member of the Executive Board of CNCE and, until February 2008, a member of the Natixis Executive Board.
Member of the Executive Board of Ixis Corporate & Investment Bank (Ixis CIB)
Director of Natixis Global Asset Management (formerly Ixis Asset Management Group)
Permanent representative of Natixis, Director of Natixis Securities (formerly Ixis Securities)
Chairman of the Executive Board of Ixis Corporate & Investment Bank (Ixis CIB)
President of Natixis Capital Markets (formerly Ixis Capital Markets North America)
President of Natixis Financial Products Inc. (formerly Ixis Financial Products Inc.)
Director of Natixis Securities North America Inc. (formerly Ixis Securities North America Inc.)
President of Natixis Municipal Products Inc. (formerly Ixis Municipal Products Inc.)
Chairman of the Supervisory Board of Natixis Asset Management (formerly Ixis Asset Management)
Chairman of the Supervisory Committee of Natixis Global Asset Management Participations 1 (formerly Ixis Asset Management Participations 1)
Director of Natixis Global Asset Management, LLC (formerly Ixis Asset Management US LLC)
Chairman of the Supervisory Board of Natixis Multimanager (formerly Ixis Private Capital Management)
Permanent representative of CIFG Holding, Member of the Supervisory Board of CIFG Guaranty
Representative of Sodero Participations, Chairman of the Supervisory Board of Grand Ouest Gestion
Henri Proglio, age 59, held a variety of executive management positions at Générale des Eaux and then Vivendi, was Chairman and Chief Executive Offi cer of Veolia Environnement and has been Director and Member of the Supervisory Board of several major industrial and fi nancial groups in France.
Non-voting member of the Supervisory Board of Caisse Nationale des Caisses d’Epargne
Philippe Queuille, age 52, Deputy Chief Executive Offi cer of Banque Fédérale des Banques Populaires, has also served as Chairman of the Board of Directors and Chief Executive Offi cer of Informatique Banques Populaires since 2000. He previously held a series of management positions at Groupe Banque Populaire.
Permanent representative of Banque Fédérale des Banques Populaires, Member of the Natixis Supervisory Board
Chairman of Board of Directors and Chief Executive Offi cer of Informatique Banques Populaires
Chairman of Board of Directors and Chief Executive Offi cer of Albireo
Permanent representative of Informatique Banques Populaires, Director of Natixis Altaïr IT Shared Services
Permanent representative of Banque Populaire de l’Ouest, Director of Natexis Asset Management
Permanent representative of Banque Populaire de l’Ouest, Member of the Supervisory Board of Banque pour les Paiements onLine
President of the Institut de Formation des Animateurs de Collectivités (IFAC) National et du Val d’Oise (1901 associations law)
Director of AFTRP (Agence Foncière et Technique de la Région parisienne)
Jean-Louis Tourret, age 65, Chairman of Banque Populaire Provençale et Corse, is manager of a number of industrial companies in the electronic sector and services companies. He is a member of professional and employer organizations and a local elected representative in Marseille.
Vice-Chairman of the Board of Directors of Banque Fédérale des Banques Populaire
Robert Zolade, age 68, is Chairman of contract catering Group Elior, of which he is one of the two co-founders. He previously held various management positions within French hotel and catering companies.
Legal Representative of Avenance SAS, the company that is Chairman of Bercy Services I (SAS)
Legal Representative of Avenance SAS, the company that is Chairman of Bercy Services V (SAS)
CCBP was founded in 1921 to support the expansion of the Banque Populaire regional banks, and to conduct both institutional operations on behalf of the Banque Populaire regional banks (managing and monitoring their cash surpluses, special assignments on behalf of the Chambre Syndicale des Banques
Populaires, bond and similar issuance) and banking activities in the competitive market sector.
In October 1997, CCBP acquired a 23.35% holding in the share capital of Natexis S.A. This was followed by a friendly takeover bid as a result of which the Groupe Banque Populaire held 71.4%
Populaires. At the end of 2000, its holding was reduced to 79.23% following a new share issue placed primarily with retail investors.
Under the law of May 15, 2001, BFBP replaced CCBP as the central body of the Groupe Banque Populaire.
Founded in 1919, Crédit National initially focused on developing its business as a medium and long-term lender before branching out into related operations in order to offer its corporate clients broader and more comprehensive solutions to their needs.
Française du Commerce Extérieur (BFCE) from 10.06% to 88% and then 100%. BFCE, which was founded in 1947, had focused on developing its commercial banking operations while gradually scaling back its export support activities on behalf of the French state.
Caisse Nationale des Caisses d’Epargne, signed the agreement that sets out the terms and conditions of the creation of their new joint subsidiary, Natixis.
Board of Caisse Nationale des Caisses d’Epargne approved the agreement at their meetings held on June 2 and 6 respectively.
November 17, 2006: Combined General Shareholders’ Meeting of Natexis Banques Populaires shareholders approving the asset transfer giving rise to the creation of Natixis.
Banques Populaires (hereinafter referred to as “BFBP”) and the Banques Populaires banks to Natexis Banques Populaires of the remaining Caisses d’Epargne CICs not transferred by
CNCE. In addition, CNCE and SNC Champion transferred their interests in Ixis Corporate & Investment Bank (hereinafter referred to as “Ixis CIB”) and Ixis Asset Management Group
November 18, 2006 – December 5, 2006: Placement of Natixis shares in the form of an open price offer (“Offre à Prix Ouvert”) in
price offer and global placement; December 7: listing of the shares under the name Natixis; and ■
On October 8, 2008, the executive bodies of the Groupe Banque
Populaires and the Caisse Nationale des Caisses d’Epargne to form a single central body for the two autonomous networks, thus constituting the second-largest French banking group (see press releases issued on October 8, 2008 by the BFBP and the CNCE).
(1) Except for Caisse d’Epargne et de Prévoyance de Martinique and Caisse d’Epargne et de Prévoyance de Nouvelle-Calédonie.
The list of countries in which Natixis is present under its own name or through its subsidiaries or commercial representatives
“To the best of my knowledge, the information contained in this registration document is true and accurate, and contains no omissions liable to impair its signifi cance.
December 31, 2008 presented in this document was the subject of reports by the Statutory Auditors, shown on pages 335 to 336 and on pages 389 to 390. The Statutory Auditors’ report on the consolidated accounts, shown on pages 335 to 336, contains a comment.
Documents relating to Natixis (deeds of incorporation, bylaws, reports, letters and other documents, historical parent company and consolidated fi nancial information for each of the fi nancial years preceding the publication of this document) are partially included in this document and may be consulted at the
Any person wishing to obtain additional information about Natixis can request documents free of charge and without obligation: by letter: ■
Immeuble Arc-de-Seine 30, avenue Pierre Mendès-France 75013 Paris by telephone: ■
Heading Registration document page number 1. Persons responsible 489 2. Statutory Auditors 300 3. Selected fi nancial information 3.1. Selected historical fi nancial information regarding the issuer for each fi nancial year 2-3 3.2. Selected historical fi nancial information for interim periods ns 4. Risk factors 118 to 127 5. Information about the issuer 5.1. History and development of the issuer 486 to 487 5.2. Investments ns 6. Business overview 6.1. Principal activities 47 to 78 6.3. Exceptional factors ns 6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or fi nancial contracts or new manufacturing processes 178 6.5. The basis for any statements made by the issuer regarding its competitive position 47 to 78 7. Organizational structure 7.1. Brief description of the Group 1 7.2. List of signifi cant subsidiaries 4 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 236 to 237 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 112 to 116 9. Operating and fi nancial review 9.1. Financial condition 184 to 187 9.2. Operating results 131 to 132 10. Capital resources 10.1. Information concerning the issuer’s capital resources 185 ; 198 to 199 10.2. Sources and amounts of the issuer’s cash fl ows 200 10.3. Information on the issuer’s borrowing requirements and funding structure 187 to 190 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations ns 10.5. Information regarding the anticipated sources of funds needed to fulfi ll commitments referred to in items 5.2. and 8.1 184 to 185 11. Research and development, patents and licenses ns 12. Trend information ns 13. Profi t forecasts or estimates ns
Heading Registration document page number 14. Administrative, management, and supervisory bodies and senior management 14.1. Administrative bodies 14 to 22 14.2. Administrative, management, and supervisory bodies and senior management confl icts of interest 45 15. Remuneration and benefi ts 15.1. Amount of remuneration and benefi ts 27 to 44 15.2. Total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefi ts 30-44 ; 296 to 297 16. Board practices 16.1. Date of expiration of current term of offi ce 14 to 17 16.2. Service contracts with members of the administrative bodies 45 16.3. Information about the issuer’s Audit Committee and Compensation Committee 22 to 24 16.4. Whether or not the issuer complies with the corporate governance regime(s) in its country of incorporation 18 to 22 17. Employees 17.1. Number of employees 87 17.2. Directors’ shareholdings and stock options 30 to 31 ; 440-441 17.3 Arrangements for involving employees in the issuer’s capital 283 18. Major shareholders 18.1. Shareholders owning more than 5% of the share capital or voting rights 444 18.3. Control over the issuer 437 ; 445 to 448 18.4. Arrangements, known to the issuer, the operation of which may at a subsequent 190 to 191 ; 487 19. Related-party transactions 293 to 295 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information 195 to 334 ; 337 to 388 20.2. Pro forma fi nancial information ns 20.4. Auditing of historical annual fi nancial information 335 to 336 ; 389 to 390 20.5. Age of latest fi nancial information 9-10 20.6. Interim fi nancial information ns 20.8. Legal and arbitration proceedings 178 to 179 20.9. Signifi cant change in the issuer’s fi nancial position 191 21. Additional information 21.2. Memorandum and articles of association 433 ; 487 22. Material contracts 449 to 452 23. Third party information and statement by experts and declarations of any interest ns 24. Documents on display 489 25. Information on holdings 301 to 334
Information required by Article L.225-100-3 of the French Commercial Code ■ concerning factors that may have an impact in the event of a public offer ns
Statutory Auditors’ report on the consolidated fi nancial statements ■ 335
No. (EC) 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: the consolidated fi nancial statements for the year ended ■
Statutory Auditors’ report thereon, pages 206 to 207, and the Group management report, on pages 69 to 95 of the registration document fi led with the AMF on March 23, 2006 under number D.06-0152 All other chapters of reference documents D.07-0337 and D.06-0152 and are either of no material interest to investors or covered elsewhere in this registration document.