The Risk Department contributes to the secure development of Natixis by ensuring that the risk control system is both effective and exhaustive and that the level of risks incurred is consistent with the operational strategy defi ned by the Executive Management. Its scope of action extends to the following risks: a credit risk; a market risk; a overall interest rate, liquidity and structural foreign exchange risk; a operational risk; and to all entities falling within Natixis’ consolidation scope.
The Risk Department plays a key role in the permanent control system for the identifi cation, measurement and management of risks incurred. The exercise of its role leads it to be a signifi cant contributor of proposals to the Executive Management and keep it informed about Natixis’ exposures and their development. It also reports to the Natixis Board of Directors and Audit Committee by providing them with reports and periodic analyses.
Natixis’ highest risk governance authority is the Group Risk Committee, which defi nes the key elements of risk policy, analyzes the main risks and validates the main risk standards and methods implemented.
CHAIRMAN’S REPORT ON THE COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF THE WORK OF THE BOARD, AND THE INTERNAL CONTROL PROCESS AND RISK MANAGEMENT PROCESS SET UP BY THE COMPANY (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE)7 Internal control process 4.1 - Credit risks
Credit decisions are made either through delegated authorities granted to business lines and certain members of the Risk Department or by the relevant Credit Committees, following an independent analysis process. These delegated authorities are set out formally and granted individually, with no power of sub-delegation, by the Chief Executive Offi cer or any person whom he authorizes to that end. They are graded according to the counterparty’s category and internal credit rating, and the nature and duration of the commitment.
In addition to this decision-making system on an individual basis, the Group’s Risk Committee, the most Senior Risk Committee, approves the main procedures governing taking of risks sets overall limits relating, for example, to the area of country risk.
Natixis relies on the individualized internal rating of each counterparty in the management of credit risks (decisionmaking, monitoring, etc.). In coordination with BPCE, it has defi ned the rating methods applicable to the asset classes held jointly. It intervenes according to the joint organization that sets the roles of each participant in terms of rating, information and monitoring of ratings, with a view to ensuring the uniformity and consistency of the methodologies used and ratings attributed throughout the whole Group.
Similary Internal management criteria (business lines, offi ce, etc.) are taken into account.
Front-offi ce business lines carry out day-to-day monitoring, the middle offi ce oversees funding and the Risk Department conducts second-level controls.
As regards limit excesses, a limit excess Committee meets every month in order to analyze changes in limit excesses from indicators (numbers, business lines concerned, etc.), examine the cases of signifi cant excesses and monitor their correction.
Files showing a deteriorated level of risk are identifi ed as they arise and reported immediately to the Risk Department, the Special Affairs and Restructuring Department and the business line concerned, in accordance with monitored counterparty and alert procedures.
Risks which are sensitive, doubtful or already in l itigation are monitored by the Special Affairs and Restructuring Department, which intervenes whenever necessary in diffi cult cases and recovers debt in the event of litigation.
The Natixis Provisions Committee meets quarterly. It is organized by the Finance and Risk Department and is chaired by the Chief Executive Offi cer. The Risk manager, the Restructuring and Special Affairs manager and the heads of the business lines concerned also attend. It is based, notably, on the examination carried out by the Counterparty Watch List Committee.
The search for objective impairment indicators is undertaken using analysis and close monitoring of business sectors and countries. An objective writedown indicator is most often formed from a combination of micro- or macro-economic indicators specifi c to the sector or country concerned. When necessary, an expert opinion is sought to improve the result obtained.
Natixis market risk management assignments and organization are described in the Market Risk Regulation Charter and approved by the Natixis Group Risk Committee in March 2007 and amended in February 2008 and January 2009.
As regards limit allocations, the Market Risk Committee (which exists since Natixis was created) meets twice monthly under the Chairmanship of the Chief Executive Offi cer or his delegate, a member of the Executive Board.
The system is based on business line delegations and determining factors such as Va R (1) amounts, quantitative and qualitative operational limits, increase percentage with regard to an existing limit in the event of a request for an increase, transaction type.
Procedures specify certain practical aspects of the mechanism described in the Natixis Market Risk Regulation Charter: a market risk allocation mechanisms and related delegated authorities; a procedure for notification of limits; a procedure for breaches of limits; a loss alert procedure; a operating procedure for one-off requests.
A project to completely overhaul all market risks procedures was launched in December 2009. This project aims to improve the daily decision-making process by involving the front offi ce, on the one hand, and streamlining the development of Credit Risk Management on the other hand.
In 2009, this mechanism was strengthened in international operations with the introduction of an international market risk charter. In addition to the appointment of global heads responsible for monitoring market risk by business line, this charter sets out the principles for a reinforcement of interactions between centralized and decentralized teams. This risk organization refl ects the global organization of front offi ce operations.
The market risk tracking mechanism is also adapted to the reorganizations of operations that occurred in 2008 and 2009 following successive market crises. The harmonization and standardization work on risk indicators, pricing methodologies and writedowns was facilitated by this new organization and continued in 2009.
The Market Risk Department performs daily checks to ensure limits are respected. Any excess is notifi ed to the front offi ce and management.
Finally, in 2009, in accordance with Articles 17b and 38 of the CRBF regulation, warning thresholds in terms of market risks were defi ned by the Natixis Audit Committee. They relate to excesses of limits in overall VaR of more than 20% and any overall backtesting exception (2 ) of regulatory VaR (3 ) of more than 20%. There were no warnings notifi ed in 2009.
Natixis uses Scénarisk as its internal model, based on a Monte Carlo VaR measurement and approved by the French Banking Commission.
Since December 31, 2008, Natixis has used the so-called “New econometrics” VaR model, approved by the French Banking Commission, in the calculation of its capital in relation to market risk for the authorized scope as its internal model.
A cross-function “risk factors” project involving the Risk Department, the front offi ce and the Results Department was carried out throughout 2009. This project to review all
(1 ) The VaR (Value at Risk) is an indicator representing the amount of loss that statistically has a X% chances of not being breached (confi dence interval) during the next N days (given time horizon). There are various methods for calculating VaR (Parametric, Historical, Monte Carlo). Natixis uses a VaR Monte Carlo 99% - 1 day.
SET UP BY THE COMPANY (ARTICLE L.225-68 OF THE FRENCH COMMERCIAL CODE) 7 Internal control process risk factors used in the calculation of VaR aims to optimize the representation of risks taken in this indicator. Quantitative and objective tools for the measurement of the relevance of risk factors have been created, a periodic review procedure of risk factors completing the existing mechanism.
With regard to the specifi c stress tests, the joint project between the Risk Department and the CIB, launched in 2008 continued throughout 2009. Specifi c stress tests calculated daily by the management systems have been rolled out over all the consolidation scope. Limits have been defi ned for the scopes of derivatives, commodities foreign exchange and exotic interest rates.
Following the major crisis observed in the fi nancial markets, CIB reorganized its operations at the end of 2008 so as to segregate a portion in an ad hoc GAPC portfolio. For further information on this point, please refer to chapter 4 “GAPC“ . This reorganization continued at the start of 2009, notably with the establishment of standardized compartments by type of asset, leading to an adaptation of the risk tracking mechanism (notably, the calibration of new limits).
4.3 - Overall interest rate, liquidity and structural foreign exchange risks
Management and monitoring of structural balance sheet risks of Natixis, the parent company, on a consolidated basis are placed under the authority of the Asset/Liability Management (ALM)
For the Natixis consolidation scope, certain subsidiaries of credit institutions have a delegated authority for their management of ALM risks. Their risks are tracked by an ad hoc local Committee which is assisted by a member from the Finance and Risk Department. Authorizations of draw downs and their forecast funding requirements are reviewed at least once a year in the Subsidiary Financing Committee.
As regards the transformation operated in the medium term, mismatches are produced monthly on an annual basis until the extinguishing of operations as well as hedging ratios by maturity class. These ratios are managed through minimum hedging ratios approved by the ALM Committee and examined periodically by this Committee.
The Operational Risk Department is responsible for monitoring and controlling risks arising from the failures attributable to operating procedures, employees and internal systems or arising from outside events.
The Operational Risk sector is defi ned by a matrix organization structured according to the dual focus of operation and localization.
The governance of the Operational Risk sector has enabled it to assist the reorganization of banking business lines whilst continuing the effort of continuous improvement of procedures through corrective actions and action plans.
5.1 - Process for the preparation of the consolidated fi nancial statements
The project to introduce a new consolidation system as of the second half of 2008 continued with the integration of new functionalities.
The system thus allows Natixis to: a produce a local IFRS compliant reporting package, manage deferred taxes locally and automate notes to the consolidated financial statements; a guarantee the consistency of data relating to the banking and insurance consolidation scopes; a continue to develop Natixis sub-group reporting (notably the CIB Natixis Garantie and Compagnie 1818 sub-groups); a offer report-generating functionalities enabling the generation of regulatory, statutory and prudential reporting and for use in the analytical review process; a providing the opportunity to perform sub-consolidations; a enable BPCE to access Natixis’ data through dedicated interfaces; a secure the integration process for consolidation packages received from international entities through the implementation of first-level control locally then a centralized second-level control; a allow these same international entities to benefit from a periodic conversion functionality that enables the exchange value of the quarterly results to be preserved.
The closing procedure steering process and ex post facto monitoring have been maintained throughout the whole year in order to improve the reliability of the overall organization of closings.
Finally, the objective to further shorten publication timeframes for consolidated fi nancial statements of the group will represent one of the major challenges for 2010.
5.2 - Process for the management of the internal control of consolidated entities
Natixis, the parent company, completed the implementation of an overall plan for its summary systems (SSDS) in 2009 within its scope integrating: a new accounting software system (Matisse) integrating the standard functionalities of an ERP accounting package (account parameter, multi-currency accounting, scheduling, audit trail data, etc.); a new databases linked with the various accounting key components (Third parties, Products, Operations, Applications and Structure) so as to ensure consistent use by the Company’s various management and summary systems; a inventory databases collecting all data necessary for summary accounting systems and regulatory returns; a an inventory and accounting reconciliation suite integrated into the system, including two possible levels of reconciliation (inventory and transactions) and that can be tailored to the different components of the accounting key; a dedicated data warehouses enabling the configuration of standardized reports accessible to the entirety of the bank.
It is based on dedicated application solutions: a the first, developed by Natixis (Corot), meets the requirements to reproduce, summarize and manage controls. It integrates access to a document base centralizing all procedures and documentation specific to Accounting Control; a the (Vermeer/Recon/Ematch) systems serve the control mechanism and enable an automation of the reconciliation processes (suspense items, reconciliation of outstanding accounting management entries as well as the accounting and financial P&L).
The accounting and fi nancial control processes are organized in the following manner: a a first level decentralized in the Back Offices on the one hand and in the Financial Results Department in the other; the first taking into account the inventory and code reconciliation works through a business system (Recon) and the second taking into account the reconciliation works of financial and accounting net banking income through the Ematch system; a a second level within the Finance Department, with responsibility for the operation, analysis of voucher information and reports produced, but also the performance of additional controls.
The project was introduced throughout the entire consolidation scope and consisted of using a detailed diagnosis: a to refocus accounting audits on monthly closing tasks, whilst reaffirming the necessity to centralize daily tasks of an accounting nature (suspense codes, etc.) through dedicated teams; a to inventory all optimization levers requiring reviews of processes or system developments; a simplifying first-level control by suggesting the grouping of intra-business lines audit teams and by creating dedicated control structures where they were lacking.
They have focused, notably, on the approval of risk exposures, the related fi nancial communication as well as the controls related to the operational implementation of the guarantee granted by BPCE.
2009 was marked by: a generalization of the accounting for internal transactions; a a better control of suspense items; establishment of teams dedicated to the discharge and resolution has enabled the initial stock to be significantly reduced and the structural causes necessitating corrections in the application chains to be identified; a the result of this work enabled the level of suspense items in this scope to be reduced at year end to below 15,000 (compared to 41,000 at the end of 2008); a a marked improvement in the reconciliation process, both at the level of reconciliation of balance sheet debt outstandings with the management as well as reconciliations of accounting and financial results, the number of unexplained differences having decreased significantly and the quality of justifying evidence being improved throughout the financial year; and a a procedure for securing the assessment of transaction valuations within the GAPC scope, systematically involving the Risk Department in the confirmation channel and providing Natixis, since September 2009, with a single pricing basis over this same scope.
A review will be undertaken to determine the policy for the international rollout of the Matisse system.
The accounting control mechanism will continue to evolve in 2010 under the impetus, notably, of BPCE, in the framework of a process by sector. The Accounting audit sector will, notably, be brought to undertake permanent control assignments that, in addition to the accounts closing, will complete the mechanism.
Finally, the New Deal “Organization of support functions” project whose objective is to clarify assignments and the breakdown of roles in each sector will contribute, in 2010, to the continuous improvement process of the accounting network.
STATUTORY AUDITORS’ REPORT PREPARED IN ACCORDANCE WITH ARTICLE L.225-235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS
It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk management procedures implemented by the Company and containing the other disclosures required by Article L.225-37 of the French commercial Code, particularly in terms of corporate governance.
It is our responsibility: a to report to you on the information contained in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information; and a to certify that this report contains the other disclosures required by Article L.225-37 of the French commercial Code, it being specified that we are not responsible for verifying the fairness of these disclosures.
Professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information. These procedures mainly consisted of: a obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information on which the information presented in the Chairman’s report is based, and of the existing documentation; a obtaining an understanding of the work involved in the preparation of this information and the existing documentation; a determining whether any significant weaknesses in the internal control procedures relating to the preparation and processing of accounting and financial information that we might have identified in the course of our engagement are properly disclosed in the Chairman’s report.
On the basis of our work, we have nothing to report on the information in respect of the Company’s internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information contained in the report prepared by the Chairman of the Board of Directors in accordance with Article L.225-37 of the French commercial Code.
We hereby attest that the Chairman’s report includes the other disclosures required by Article L.225-37 of the French C ommercial Code.
8 LEGAL INFORMATION REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS PUT TO THE GENERAL SHAREHOLDERS’ MEETING 434
DRAFT RESOLUTIONS FOR THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 27, 2010 436
Individuals or legal persons exercising or potentially exercising control over Natixis 461
LEGAL INFORMATION8 Report of the Board of Directors on the resolutions put to the General Shareholders’ Meeting 23 resolutions shall be put to the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 27, 2010 at Carrousel du Louvre – 99, Rue de Rivoli 75001 Paris. They break down into two groups: a the first f ifteen resolutions (from 1 to 15) concern ordinary business for 2009 (approval of financial statements and related agreements) as well as the ratification of the coopting since the previous General Shareholders’ Meeting; the reappointment of Statutory Auditors whose term of office is expiring; and trading by the Company in its shares; a the subsequent e ight resolutions (from 16 to 23) concern extraordinary business and relate to the approval of the planned simplified merger by absorption of Natixis Securities by Natixis, and the renewal of financial authorizations and delegated powers.
Resolution Four concerns the approval of commitments and agreements, in application of Articles L.225-38 and L.22586 of the French Commercial Code, entered into prior to 2009 and still in force as well as new commitments and new agreements authorized by the Supervisory Board then by the Board of Directors in 2009. These related party agreements are presented in the special report from the Statutory Auditors. Approval of the terms of said special report will be requested at the meeting.
Resolution Fourteen covers the appointment of permanent and substitute Statutory Auditors for the Capdevielle – Natixis – Trésor Public trust operated by Natixis.
In R esolution Fifteen , the General Shareholders’ Meeting is asked to authorize the Board of Directors to set up a treasury share buyback program until, as per the law, at most 10% of the capital is owned. The maximum purchase price is set at €10 per share.
Report of the Board of Directors on the resolutions put to the General Shareholders’ Meeting
LEGAL INFORMATION 8 Report of the Board of Directors on the resolutions put to the General Shareholders’ Meeting
Review and approval of the planned simplifi ed merger by absorption of Natixis Securities, a wholly owned Company subsidiary
In R esolution Sixteen , the General Shareholders’ Meeting is asked to approve the planned merger by absorption by Natixis of Natixis Securities, its wholly owned subsidiary, in accordance with the terms of the draft merger agreement of April 13 , 2010 as well as the evaluation of Natixis Securities capital that was completed. The General Shareholders’ Meeting shall accordingly be asked to, where necessary, acknowledge the satisfaction of all the conditions precedent to said merger.
In Resolution Nineteen , the General Shareholders’ Meeting is asked to renew the powers delegated to the Board of
In order to enable Natixis to respond in a fl exible and timely manner to its fi nancing needs, it is proposed to supplement the authorizations and delegated powers already granted to the Board of Directors by the Combined General Shareholders’ Meeting of April 30, 2009 as follows: a Resolution Twenty looks to empower the Board of Directors, in the event of the use of the powers delegated by Resolution Fourteen of the Combined General Shareholders’ Meeting of April 30, 2009 (share capital increase with waiving of preferential subscription rights up to an overall par value ceiling of €5 billion), to set, for a maximum of 10% of the capital, the issue price in accordance with the conditions laid down by the General Shareholders’ Meeting; a Resolution Twenty-One looks to renew the authorization already granted to the Board of Directors by the Combined General Shareholders’ Meeting of April 30, 2009 with respect to the increasing of the share capital with waiving of preferential subscription rights by means of a private placement offering and that, in accordance with the recommendation of the AMF, must first be approved in a separate resolution; a Resolution Twenty-Two looks to empower the Board of Directors to reduce the capital for reasons other than losses, by means of share buybacks.
Finally, Resolution Twenty-Three relates to the granting of the powers required to complete legal formalities and publications relating to ordinary and extraordinary business.
LEGAL INFORMATION8 Draft resolutions for the Combined General Shareholders’ Meeting of May 27, 2010
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, approves, in accordance with the provisions of Articles L.233-16 et seq. of the French Commercial Code, the 2009 consolidated fi nancial statements as presented, as well as the transactions refl ected in these fi nancial statements or summarized in these reports.
Dividend per share 0.86 EUR * 0.45 EUR * 0 EUR
Resolution Four (Approval of the related party agreements covered by Articles L.225-38 and L.225-86 et seq of the French Commercial Code)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, ratifi es the co-opting by the Board of Directors on August 25, 2009 of BPCE as director, replacing Banque Fédérale des Banques Populaires, who resigned, for the remainder of the latter’s directorship, namely until the end of the General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2014.
Resolution Seven (Ratification of the co-opting of Bernard Oppetit as Director)
Resolution Eight (Ratification of the co-opting of Jean Criton as Director)
Resolution Nine (Ratification of the co-opting of Laurence Debroux as Director)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, ratifi es the co-opting by the Board of Directors on April 1, 2010 of Laurence Debroux as Director, replacing Robert Zolade, who resigned, for the remainder of the latter’s directorship, namely until the end of the General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2014.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors noting the expiry of the term of offi ce as substitute Statutory Auditor of the BEAS fi rm at the end of this meeting, resolves to reappoint as substitute Statutory Auditor the BEAS fi rm (7-9, Villa Houssay 92524 Neuilly-sur-Seine Cedex), to be represented by Mireille Berthelot, for a period of 6 years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2015.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors noting the expiry of the term of offi ce as permanent Statutory Auditor of the Salustro Reydel fi rm, member of KPMG International at the end of this meeting, resolves to appoint, as permanent Statutory Auditor, the KPMG fi rm, (3, Cours du Triangle 92800 Puteaux), to be represented by Fabrice Odent, for a period of 6 years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2015.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors noting the expiry of the term of offi ce as substitute Statutory Auditor of François Chevreux at the end of this meeting, resolves to appoint, as substitute Statutory Auditor, Malcolm Mc Larty (1, cours Valmy 92923 Paris la Défense Cedex), for a period of 6 years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the fi nancial statements for the year ending December 31, 2015.
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, resolves with respect to the Capdevielle – Natixis – Trésor Public trust to appoint: a as permanent Statutory Auditor, the Mazars firm (61, Rue Henri Regnault 92075 Paris la Défense Cedex), to be represented by Charles de Boisriou, for a period of 6 years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2015 ; a as substitute Statutory Auditor, Patrick de Cambourg (61, Rue Henri Regnault 92075 Paris la Défense Cedex), for a period of 6 years expiring at the end of the Ordinary General Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2015.
LEGAL INFORMATION 8 Draft resolutions for the Combined General Shareholders’ Meeting of May 27, 2010 2. resolves that the acquisition, sale or transfer of these shares may take place at any time in accordance with current regulations, by any means, on regulated markets, multilateral trading 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 derivatives or by the use of options or futures or forwards 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 Company 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 portion of capital acquired or transferred in the form of blocks of securities may represent the whole program; 3. resolves 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. resolves that the maximum number of shares that may be bought during the buyback program may not, at any 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 transactions impacting it subsequent to this General Shareholders’ Meeting, it being added that the Company may not either, at any time, hold more than 10% of the shares comprising its share capital at the date in question; it is furthermore specified that the number of shares acquired with a view to being held and tendered at a later date as part of a merger, spinoff or contribution, may not exceed 5% of the Company’s capital; 5. sets at €2,908,000,000 the maximum overall amount allocated to the share buyback program authorized by this resolution; 6. resolves that the maximum share purchase price under this resolution may not exceed €10 per share (or the exchange value of this amount on the same date in any other currency), it being added that this maximum price only applies to purchases decided from the date of this meeting and not to forward transactions entered into by virtue of an authorization given by a previous General Shareholders’ Meeting and providing for purchases of shares subsequent to the date of this meeting; 7. delegates to the Board of Directors, in the event of subsequent transactions impacting the Company’s capital, in particular changes to the share par value, capital increases by incorporation of reserves, free shares allocations , splitting or reverse-splitting of shares, the power to accordingly adjust the price indicated above so as to take account of the impact of these transactions on the share value; 8. consequently fully empowers the Board of Directors, with the right to further delegate in the manner provided by law, to decide upon and implement this authorization, in particular to assess the appropriateness of launching a buyback program and to specify, where necessary, the characteristics and finalize the terms thereof, to carry out the buyback program and, in particular, to place any stock market order, enter into any agreement, with a view to keeping registers of sales and purchases of shares, making any filings with the AMF and any other body that may replace it, completing all formalities and in general doing whatever is necessary.
The Board of Directors shall, in the report provided for in Article L.225-100 of the French Commercial Code, provide shareholders with information on the implementation of this program.
Resolution Sixteen (Review and approval of the planned simplified merger by absorption of Natixis Securities, a wholly owned Company subsidiary)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business: a having reviewed: (i) the merger agreement of April 13 , 2010 pursuant to which Natixis Securities, a public limited company with a capital of €4,014,072 with its registered office at 47 quai d’Austerlitz, 75648 Paris Cedex 13, registered in the Paris Commercial Register under number 682 039 888, would transfer to the Company, by means of a merger by absorption, all its assets and liabilities,
(iii) the merger shall take effect: (a) legally speaking, at zero hour (Paris time) on June 1, 2010; and (b) from an accounting and tax perspective on January 1, 2010, and
(iv) the difference between the cost price for the Company of Natixis Securities shares and the amount of net assets transferred by the latter in the merger, representing -€5,424,706.46, shall represent a loss on canceled shares in a merger, which in accordance with applicable regulations shall be expensed by the Company; a unconditionally approves said agreement for the merger by absorption of Natixis Securities by the Company, as well as the valuation made of the net assets of Natixis Securities, which at December 31, 2009 represented total assets transferred of €4,264,008,227.08 and liabilities of €4,221,262,533.53, representing net assets of €42,745,693.55.
Having noted the satisfaction of all the conditions precedent set out in said agreement, as indicated above, it records that the simplifi ed merger by absorption of Natixis Securities by Natixis shall be defi nitively concluded at zero hour (Paris time) on June 1, 2010, with, from an accounting and tax perspective, retroactive effect to January 1, 2010; and that as of this date of defi nitive conclusion, Natixis Securities shall legally cease to exist without being liquidated.
Resolution Seventeen (Authorization to the Board of Directors to reduce the share capital by canceling shares bought back under the share buyback program)
This authorization is granted for a period of eighteen (18) months from the date of this meeting and voids, from this day, as the case may be, any unused part of any prior authorization having the same purpose, and, in particular, that granted in resolution 12 of the Combined General Shareholders’ Meeting of April 30, 2009.
(ii) determine (a) the identity of the beneficiaries, the number of ordinary shares allocated to each and (b) the terms on which said shares are allocated and, in particular, determine, within the limits set out in this resolution, the vesting period and the lock-up period for the ordinary shares that are thereby allocated in the form of free shares ,
(iii) resolve to make, in the manner it shall determine, any adjustments necessary to take account of the impact of transactions on the Company’s capital and, in particular, to determine the conditions in which the number of ordinary shares allocated shall be adjusted, and
Resolution Nineteen (Authorization to the Board of Directors for the purpose of deciding to increase the share capital by issuing shares or securities giving access to 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)
Resolution Twenty (Authorization granted to the Board of Directors, in the event of the issue with waiving of preferential subscription rights of shareholders to set, within a limit of 10% of the capital, the issue price in the conditions set by the General Shareholders’ Meeting)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report from the Statutory Auditors, pursuant to the provisions of Articles L.225-136 of the French Commercial Code: 1. authorizes the Board of Directors, for each issue of shares or securities decided pursuant to resolutions 14 and 17 of the Combined General Shareholders’ Meeting of April 30, 2009 and resolution 21 of this meeting, to set the issue price on the basis of the following conditions: j in the case of securities representing shares in the Company admitted to trading on a regulated market, the issue price may not be under the average of the three trading sessions preceding the setting of the issue price less, as the case may be, a maximum 15% discount; 2. resolves that the maximum par value of capital increases resulting from the implementation of this resolution may not exceed (i) 10% of the share capital per 12-month period and (ii) the overall €5 billion ceiling provided for in point 3 of resolution 13 of the Combined General Shareholders’ Meeting of April 30, 2009 or, where appropriate, any overall ceiling that may be provided for in any resolution of the same type that may supersede said resolution during the period of validity of this authorization; 3 . resolves that the Board of Directors shall be fully empowered, with the right to further delegate in the manner provided by law, to implement this resolution; 4 . resolves that this authorization shall come into force on this day and shall remain valid for so long as resolution 14 of the Combined General Shareholders’ Meeting of April 30, 2009 is valid.
Resolution Twenty-One (Authorization to be given to the Board of Directors to use the powers granted in R esolutions Fourteen and Seventeen of the Combined General Shareholders’ Meeting of April 30, 2009 and resolution 20 of today’s Extraordinary General Shareholders’ Meeting to, in accordance with the provisions of Article L.225-136 of the French Commercial Code to carry out one or more issues of shares with waiving of preferential subscription rights by means of an offering, by private placement, referred to in Article L.411-2 (II) of the French Monetary and Financial Code)
Resolution Twenty-Two (Authorization to be given to the Board of Directors to reduce the capital by means of share buybacks)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report from the Statutory Auditors: a authorizes the Board of Directors, pursuant to the provisions of Articles L.225-204, L.225-205 and L.225-207 of the French Commercial Code, to, on one or more occasions, reduce the capital to a maximum of €465,280,000 by means of the buyback for cancellation of 290,800,000 shares, at a maximum purchase price of €10 per share, representing an overall maximum price of €2,908 ,000,000 .
The shares shall be canceled at the latest one month following the expiry of the period granted to beneficiary shareholders to sell them; a delegates to the Board of Directors, with the right to further delegate in the manner provided by law, the necessary powers to: (i) set the definitive unit price for the share buyback,
(ii) carry out a public share buyback offer in accordance with applicable regulations,
(iii) take any relevant decision, furnish any security or enforce any court decision ordering the furnishing of a guarantee or the repayment of receivables in the event of a challenge from creditors,
(vii) carry out all formalities relating to the public offering, buyback and capital reduction.
This authorization is granted for a period of eighteen (18) months from this meeting. It is separate from the authorization granted under Article L.225-209 of the French Commercial Code and provided for in R esolution Seventeen of this meeting.
All necessary powers are conferred on the holder of a copy or extract of the minutes of this meeting for the purposes of carrying out any fi ling and publication formalities provided for by law.
Chapter I: Form of the Company – Name – Registered Offi ces – Duration – Corporate Purpose
Article 1 – Legal form – Name – Registered offi ces and duration
The Company is a joint stock company (société anonyme) with a Board of Directors. It is governed by the regulations governing commercial companies, by the provisions of the Monetary and Financial Code and by these bylaws.
The corporate purpose, in France and elsewhere comprises: a the conduct of all banking business and related businesses as per the banking law; a the provision of all investment services as defined in the French Monetary and Financial Code; a the performance of the specific assignments entrusted by the French State in the economic and financial area, in the framework of special agreements; a the performance of all brokerage business; a the acquisition of interests in companies, groups or associations with a direct or indirect connection with the activities referred to above; a as well as the completion of all private and commercial transactions.
They are registered in account and are transferred according to the terms defi ned by law and regulations.
Any individual or legal entity owning directly or indirectly, alone or jointly, a fraction of 1% of the voting rights (on the basis of all the voting rights attached to the shares, including those deprived of voting rights), or any multiple of this percentage, shall notify the Company by registered letter with acknowledgment of receipt of the number of votes they own. This notice must be made within a period of 15 days following each acquisition or sale of this fraction.
The new shares subscribed will be paid-up according to the decisions voted by the General Shareholders’ Meeting or the Board of Directors. Failure to pay-up the shares is sanctioned on the conditions stipulated by the regulations in force.
When it has been established, in accordance with the regulations in force, that the percentage of the capital owned by employee shareholding exceeds the threshold established by law, a director is appointed by the Ordinary General Shareholders’ Meeting among the candidates designated for this purpose by the Supervisory Board of the employees’ mutual fund. The director appointed in this capacity is not taken into account in calculating the maximum number stated in the fi rst paragraph of this Article.
The director appointed in this manner sits on the Board of Directors and is entitled to vote. He is subject to the same rights and obligations as the Company’s other directors.
The number of directors who are over the age of 70 shall not exceed one third of the number of directors in offi ce. When this percentage is exceeded, the oldest of the directors leaves offi ce at the end of the next Ordinary General Shareholders’ Meeting.
The Chairman’s duties end at the latest at the end of the Ordinary General Shareholders’ Meeting voting on the accounts of the past fi nancial year and during which the Chairman has reached the age of sixty-fi ve.
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 in the registered offi ce or in any other place indicated in the notice.
The Board of Directors may nominate a Secretary selected or not among its members.
The Board votes valid decisions only if at least one half of its members are present or deemed present.
In the event of an Emergency, the notice and convening periods of the Board of Directors are not subject to Article 11.1 above, as long as the Chairman of the Company’s Board of Directors has: a sent prior notice to the directors providing the motivation for the Emergency as per the foregoing definition; and a communicated to all directors, along with the notice of the convening of said Board, all the elements necessary for their analysis.
The Chairman or the Chief Executive Offi cer is required to communicate to each director all the documents and information necessary for the performance of his mission.
The choice between these two executive management procedures is made by the Board of Directors which may vote valid decisions only if: a the agenda containing this item has been sent out at least 15 days in advance of the Board meeting; a at least two-thirds of the directors are present or represented at the meeting.
LEGAL INFORMATION 8 Natixis bylaws procedure will be made with an ordinary quorum (at least one half of the directors present or represented).
The Chief Executive Offi cer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He or she exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved to shareholders’ meetings and to 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 opposable to third parties.
Deputy Chief Executive Offi cers may be dismissed at any time by the Board of Directors by proposal of the Chief Executive Offi cer.
They remain in offi ce for six (6) years. A non-voting member’s duties end at the end of the Ordinary General Shareholders’ Meeting voting on the accounts of the past fi nancial year held the year during which his term expires. Non-voting members may be re-elected and may be dismissed by the General Shareholders’ Meeting.
The shareholders’ decisions are made in General Shareholders’ Meetings which are qualifi ed as ordinary or extraordinary.
General Shareholders’ Meetings are convened by the Board of Directors or, failing this, under the conditions of Article L.225103 of the French Commercial Code. Notices are made under the conditions determined by the regulation in force.
In accordance with Article R.225-85 of the French Commercial Code, the right to take part in the General Shareholders’ Meeting is subject to the registration of the shares in the accounts in the name of the shareholder or broker registered for his account on the 3rd business day preceding the General Shareholders’ Meeting at twelve midnight, Paris time, or in the accounts of registered shares kept by the Company, or in the accounts of bearer shares kept by the authorized brokers.
One or several 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.
Shareholders’ meetings are chaired by the Chairman of the Board of Directors, or in the event of his absence, by one of the
The Board of Directors may, at the time of the notice, decide on the public retransmission of all of the meetings by videoconference or telecommunication means. This decision is communicated, as the case may be, in the announcements and notices of the meetings.
Decisions of the General Shareholders’ Meeting are recorded in minutes entered into a special register and signed by the offi cers of the meeting.
Following the Company’s dissolution and during its liquidation, these copies or extracts are certifi ed by the liquidators or one of them.
All shareholders are entitled to communication, on the conditions and on the dates stipulated by law, of the documents necessary to enable them to take an informed stand on the Company’s management and control.
The nature of the documents and the terms and conditions for their dispatch or availability are determined by law and regulation.
Shareholders are convened annually to an Ordinary General Shareholders’ Meeting by the Board of Directors, prior to the end of the fi fth month following the close of the fi nancial year, on the date, at the time and in the place stated in the notice of the meeting.
It discusses, approves, rejects or adjusts the accounts and determines the profi t to be distributed.
Chapter V: The Company’s fi nancial year – Corporate accounts – Allocation and distribution of profi ts
The balance of the profi ts constitutes, along with any profi t carried forward, the distributable profi t of which the Ordinary General Shareholders’ Meeting disposes freely in the framework of the laws in force, and which it can carry forward, or place on reserve, or distribute partially or entirely, by proposal of the Board of Directors.
The Ordinary General Shareholders’ Meeting may also decide to distribute sums levied from the amount carried forward or from the reserves at its disposal; in this case, the decision expressly references the reserve items from which the levies are made.
The annual dividends are paid at the times established by the Board of Directors within a period of 9 months following the close of the fi nancial year.
Article 34 – Equity capital below one half of the share capital
FORM AND TRANSFER OF SHARES (CHAPTER II, ARTICLE 4 OF THE BYLAWS)
The Combined General Shareholders’ Meeting of April 30, 2009 granted the Board of Directors fi nancial powers for a 26-month period to carry out capital increases with retention or waiving of preferential subscription rights.
This same meeting resolved in particular, that the Board of Directors may: a increase the 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; a increase the capital via the incorporation of premiums, reserves, retained earnings or other items; a increase the number of securities to be issued, within the legal limits, in the event of capital increases with, or without, preferential subscription rights.
For the purpose of allocating stock options 10,000,000 shares 38 months
For the purpose of granting bonus shares 6,600,000 shares 38 months 11.12.2007 replaced on
For the purpose of allocating stock options 10,000,000 shares 38 months none none
For the purpose of increasing the capital via the issue of ordinary shares or of any securities giving access to capital, with retention of preferential subscription rights of shareholders €150 million 26 months none, replaced on
For the purpose of increasing the capital via the issue of ordinary shares or any securities giving access to capital, with waiving of preferential subscription rights of shareholders €150 million (a) 26 months none, replaced on
Possibility to increase the amount of issues in the event of over-subscription 15% of initial issue 26 months none, replaced on
For the purpose of increasing the capital via the incorporation of premiums, reserves, retained earnings or other items €150 million 26 months none, replaced on
For the purpose of increasing the capital via the issue of ordinary shares or any securities giving access to capital, with waiving of preferential subscription rights of shareholders €4 billion (b) 26 months none none
For the purpose of increasing the capital via the incorporation of premiums, reserves, retained earnings or other items €4 billion (b) 26 months none none
For the purpose of increasing the capital via the issue of ordinary shares or of any securities giving access to capital, with retention of preferential subscription rights of shareholders €5 billion 26 months none none
Article L.225-129-6 of the French Commercial Code €16 million 26 months none Resolution rejected none Resolution rejected
On November 17, 2006, the Combined General Shareholders’ Meeting authorized the Natixis Executive Board to grant, on one or more occasions, stock options to some, or all, employees or executive corporate offi cers of the Company or of related companies as per the meaning of Article L.225-180 of the French Commercial Code. This authorization involved a maximum of 10,000,000 shares (namely 15,400,000 shares following the adjustment resulting from the September 2008 capital increase).
In 2007, the Natixis Executive Board resolved to grant stock options to certain employees and executive corporate offi cers of Natixis, Groupe Banque Populaire and Groupe Caisse d’Epargne.
On May 24, 2007, the Combined General Shareholders’ Meeting once again authorized the Natixis Executive Board to grant stock options to some, or all, employees or executive corporate offi cers of the Company or of related companies as per the meaning of Article L.225-180 of the French Commercial Code. This authorization also involved a maximum of 10,000,000 shares (namely 15,400,000 shares following the adjustment resulting from the September 2008 capital increase).
In 2007, the executive corporate officers were the members of the Natixis Executive Board.
In 2008, no Natixis executive corporate officer benefited from stock options in respect of his.her corporate office within Natixis.
Options awarded by the issuer during the year to the ten salaried employees of the issuer and of all the companies within this scope who hold the most options thereby awarded 0 n/a n/a
Options held in respect of the issuer and the companies referred to above, exercised during the period, by the ten salaried employees of the issuer and of these companies who hold the most options thereby awarded 0 n/a n/a 0 n/a n/a
Shares in respect of the exercise of stock options 22,500 36,000 142,688.50
At December 31, 2009, the main shareholders of Natixis were as follows: % capital % voting rights
Under the share buyback program authorized by the General Shareholders’ Meeting of April 30, 2009, Natixis owned 5,169,677 treasury shares at December 31, 2009.
The table below shows the number and percentage of shares held as treasury shares at January 1, 2009 and December 31, 2009.
Bonus share grant plan (SAGA) 3,200,000 13,544,954 4.23 167,031 706,541 4.23 3,032,969
The portion of the Natixis capital held by Company employees and by those of the Groupe BPCE stood at 0.85% (as a result of the Bonus share grant plan or via an ESOP) at December 31, 2009.
By resolution of November 12, 2007 and on the basis of the authorization of the Combined General Shareholders’ Meeting of May 24, 2007, the Executive Board had granted a maximum of 6,600,000 bonus shares, split equally between employees of Natixis and of companies that are directly or indirectly related to it as per Article L.225-197-2 of the French Commercial Code.
These bonus shares vested to benefi ciaries on November 12, 2009, subject to satisfaction of certain conditions, notably presence.
They shall be locked-up until November 14, 2011 and shall become freely transferable at that date.
(b) Resulting from the merger of Banque Fédérale des Banques Populaires and Caisse Nationale Caisses d’Epargne.
This Agreement lapsed following the merger of BFBP and CNCE, resulting in the creation of BPCE in early August 2009.
The main provisions of the agreement relating to the issue of cooperative investment certifi cates by Banques Populaires (the “Banques Populaires CCI A greement”) signed on September 26, 2006 by Natexis Banques Populaires, BFBP and all Banques Populaires, are as follows: 1 - RESTRICTIONS ON THE FREE TRANSFERABILITY OF BANQUES POPULAIRES CCI s
In the event that approval is refused, and failing abandonment by the vendor of its proposed sale, the Banque Populaire whose CCI s are the subject of the proposed sale must repurchase the said CCI s (with the consent of the vendor) 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 CCIs confer a right, and which complies with the valuation methods used to value Banques Populaires CCIs at the time of their issue. In the absence of agreement between the vendor and the relevant Banque Populaire, the purchase price of Banques Populaires CCIs will be determined by an expert.
Upon the expiry of the ten-year period provided above; either of the parties may terminate these existing marketing and business relationships subject to providing 1 year’s prior notice and, if necessary, complying with specifi c contractual provisions governing these relationships.
B - Description of the main provisions of the Caisses d’Epargne CCI agreement
An agreement relating to the CCI s issued by Caisses d’Epargne that have been transferred to Natexis Banques Populaires (the Caisses d’Epargne CCIs) was entered into by each Caisse d’Epargne et de Prévoyance, the CNCE, SNC Champion and Natexis Banques Populaires on November 16, 2006 (the “Caisses d’Epargne CCI Agreement”).
3 - TECHNICAL AND BUSINESS COOPERATION BETWEEN NATIXIS AND CAISSES D’EPARGNE
Under the development of their business and marketing cooperation, Natixis and Caisses d’Epargne have agreed to maintain their existing business and marketing relationship described above for at least ten years.
Upon the expiry of this period, either of the parties may terminate, in whole or in part, the existing business and marketing relationships described above, subject to one year’s prior notice and, if necessary, compliance with the specifi c contractual provisions governing these relationships.
Vincent Bolloré , age 57, manages and controls the Bolloré Group, which has over 30,000 employees and is a market leader in the manufacturing, transport/logistics, energy distribution and media sectors.
Permanent Representative of Bolloré Participations, Director of Sté des Chemins de Fer et Tramways du Var et du Gard
Permanent Representative of Bolloré Participations, member of the Supervisory Board of Compagnie du Cambodge
Permanent Representative of Bolloré on the Board of Fred et Farid (formerly F.F.L. Paris)
Permanent Representative of Havas on the Board of Médiamétrie (ended on 11.13. 2009)
Permanent Representative of Bolloré Participations, Director of Socapalm (Société Camerounaise de Palmeraies)
Permanent Representative of Bolloré Participations, Director of Palmcam (Société des Palmeraies du Cameroun)
Permanent Representative of Bolloré Participations, Director of SPFS (Société des Palmeraies de la Ferme Suisse – Palm’or)
Permanent Representative of Bolloré Participations, Director of Société des Caoutchoucs de Grand Bereby – SOGB
FRANCE Chairman and Chief Executive: Bolloré and Bolloré Participations Chairman of the Board of Directors (non-CEO): Financière de l’Odet, Direct 8 (formerly Bolloré Média), Matin Plus (formerly Compagnie de Bangor), Direct Soir, Havas Media France and Havas; Chairman of Bolloré Production; Chief Executive Officer: Omnium Bolloré, Financière V, Sofi bol Director: BatScap, Bolloré, Bolloré Participations, Direct 8 (formerly Bolloré Média), Compagnie des Glénans, Matin Plus (formerly Compagnie de Bangor), Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol, Havas Media France and Havas Member of Supervisory Boards of Natixis and of Vallourec (until 03.05.2007) Permanent Representative: Bolloré Participations on the Boards of Directors Société Anonyme Forestière et Agricole (Safa), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen, IER Permanent Representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge Permanent Representative of Bolloré on the Board of F.F.L. Paris Permanent Representative of Havas on the Board of Médiame trie
INTERNATIONAL Chairman: Champ de Mars Investissements, Financière Nord Sumatra, Nord Sumatra Investissements and Financière du Champ de Mars Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB) and Bereby Finances Director: BB Group, Centrages, Champ de Mars Investissements, Financière Nord Sumatra, Intercultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord Sumatra Limited, Plantations des Terres Rouges, Red Lands Roses, SDV Gabon, SDV Sénégal, Socfi naf Cy Ltd, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Socfi n KCD Deputy Director: Nord Sumatra Investissements and Financière du Champ de Mars Permanent Representative: Bolloré Participations on the Boards of Directors of Bereby Finance, SDV Cameroun, SDV Congo, SAFA Cameroun, Société des Palmeraies du Cameroun, Palmeraies du Cameroun, Société des Palmeraies de la Ferme Suisse and Société des Caoutchoucs du Grand Bereby (SOGB) Manager of Huilerie de Mapangu Sprl
Jean Clochet , age 63, Chairman of the Board of Directors of Banque Populaire des Alpes, is also Chairman and Chief Executive Offi cer of Routin S.A., which produces and markets beverages from concentrate.
Chairman of the Board of Directors of Natixis Global Asset Management (NGAM)
Chairman and Chief Executive Officer of Routin S.A. (Chambéry) and of Brasserie des Cimes (Aix les Bains)
Chairman of the Board of Directors of Banque Populaire des Alpes Director: Banque Fédérale des Banques Populaires, Banque Privée SaintDominique, Pays de Savoie Entreprendre, Syndicat national des fabricants de sirops
Bernard Comolet , age 63, is Executive Chairman of Caisse d’Epargne Île-de-France and previously held various positions of responsibility within the banking sector. He was Executive Chairman of Caisse Nationale des Caisses d’Epargne and Chairman of the Natixis Supervisory Board from November 2008 to March 2009.
Permanent representative of CEIDF, Member of the Supervisory Board of EFIDIS
Permanent representative of CEIDF, Member of the Supervisory Board of GIE GCE Business Services
Permanent representative of CEIDF, Member of the Supervisory Board of GCE Technologies
Executive Chairman: Caisse Nationale des Caisses d’Epargne (until 03.01.2009), CEP Ile de France Chairman of the Supervisory Board: Natixis (until 03.06.2009), Banque BCP Chairman of the Fondation des Caisses d’Epargne pour la Solidarité Vice-Chairman of the Board of Directors: Nexity, Groupement Européen des Caisses d’Epargne Vice-Chairman of the Supervisory Board: Financière Océor (until 07.14.2009), Caisse Nationale des Caisses d’Epargne (until 07.31.2009) Member of the Supervisory Board: Banque BCP Luxembourg, GCE Business Services (legal representative of CEP IDF), GCE Technologies (legal representative of CEP IDF), EFIDIS (legal representative of CEP IDF) Director: CNP Assurances (until 03.23.2009), Sopassure (until 03.04.2009), Immobilière 3F (legal representative of CEP IDF) Member of the Executive Committee of the Fédération Bancaire Française
Executive Chairman of Caisse d’Epargne et de Prévoyance: CEP Ile de France Paris, CEP Ile de France Ouest Chairman of the Supervisory Board of Banque BCP Vice-Chairman of the Supervisory Board: Caisse Nationale des Caisses d’Epargne (CNCE), Natixis Member of the Supervisory Board: Banque BCP Luxembourg, GCE Business Services (legal representative of CEP IDF), GCE Technologies (legal representative of CEP IDF), EFIDIS (legal representative of CEP IDF) Director of Immobilière 3F (legal representative CEP IDF) Non-voting Member of CNP Assurances
Jean-Claude Crequit , age 55, is Executive Chairman of Caisse d’Epargne Côte d’Azur. Having previously worked in the public sector and the banking sector, he has held executive positions within Caisses d’Epargne since 1984.
Chairman of the Executive Board of Caisse d’Epargne Côte d’Azur Member of the Supervisory Boards: Natixis, of CNCE, of SOCFIM, Banque Palatine Member of the Board of the FNCE Chairman of SAS Alliance Entreprendre Chairman of SAS Alliance Entreprendre Développement Director: Siparex Associés, Foncier Expertise Vice-Chairman of the Board of GCE Capital
Jean Criton, age 62, Chief Executive Offi cer of Banque Populaire Rives de Paris and member of the Supervisory Board of BPCE. A graduate of IEP Paris, he was Chief Executive Offi cer of the BICS and of Banque Populaire du Centre, and was an internal auditor for the Chambre Syndical des Banques Populaires.
Permanent Representative of Banque Populaire Rives de Paris, Vice-Chairman and Director of i-BP
Director: Banque Privée 1818 (since 06.30.2009), Coface, Natixis Assurances, Natixis Private Banking, Natixis Private Equity, Société Marseillaise de Crédit (SMC), Fondation d’Entreprise Banque Populaire
Chief Executive Officer of Banque Populaire Rives de Paris Chairman and Chief Executive Officer and Director of Sud Participation S.A. Chairman of the Board of Directors of Turbo S.A. Director: Natexis Private Equity, Coface, Natexis Assurances Permanent Representative of Banque Populaire Rives de Paris on the Board of Directors of i-BP
Nicolas Duhamel , age 56, has been Chief Executive and Member of the Executive Board in charge of Finance of BPCE since July 31, 2009. Mr. Duhamel is a graduate from the Paris IEP, and holds a Degree in Law, a Masters in Economic Sciences and studied at ENA. Nicolas Duhamel was an Inspector of Finances at the French Economy Ministry until 1984. He subsequently took on a series of fi nancial management positions in several companies: Head of Financial Services at France Telecom from 1984 to 1988, Chief Financial Offi cer of the a listed group Havas from 1993 to 1998, Deputy Chief Executive Offi cer of the publishing arm of Vivendi Universal until 2001. Since 2002, Nicolas Duhamel has been Deputy Chief Executive Offi cer, Chief Financial Offi cer of La Poste and a member of its Executive Committee.
Permanent Representative of CE Participations, Director of Crédit Foncier de France (since 10.15.2009)
Representing BP Participations, Chairman of SAS Ponant 3 (appointed on 06 .08. 2009)
Chairman of the Board of Directors of Fondation d’Entreprise Groupe Banque Populaire
Chairman and Chief Executive: Banque Fédérale des Banques Populaires Chairman of the Executive Board: Natixis Chairman of the Supervisory Board: Ixis Corporate & Investment Bank Vice-Chairman: Confédération Internationale des Banques Populaires Chairman of the Board of Directors of Fondation d’Entreprise Groupe Banque Populaire
Chairman of the Board of Directors of Natexis Banques Populaires Chairman and Chief Executive: Banque Fédérale des Banques Populaires Vice-Chairman: Confédération Internationale des Banques Populaires Chairman of the Board of Directors of the Association des Banques Populaires pour la Création d’Entreprises and the Fondation d’Entreprise Groupe Banque Populaire
Dominique Ferrero , aged 62, Chief Executive Offi cer then Executive Chairman of Natixis until April, 2009, a graduate of École normale supérieure, has exercised a number of managerial positions at the Banque Française du Commerce Extérieur, of which he became Chief Executive Offi cer in 1994. He was Chief Executive Offi cer of Natexis Banques Populaires, then Chief Executive Offi cer of Crédit Lyonnais after November 1999, then Senior Adviso r at Merrill Lynch from 2004 to 2006.
Chairman of the Executive Board of Natixis (from 03. 06.2009 to 04.30.2009)
Vice-Chairman of the Board of Directors BP Participations (ended 0 5.14.2009)
Chairman of the Board of Directors of SPIG, Natixis Institutions Jour
Chairman of the Supervisory Board of Banque Internationale de Commerce-BRED (Bic-BRED)
Chairman of the Board of Directors of BRED Banque Populaire Chairman of the Board of Directors: BRED Gestion, Natixis Pramex International, Spig, Natixis Institutions Jour Chairman of the Supervisory Board: Banque Internationale de Commerce – BRED Chairman Compagnie Financière de la BRED (Cofi bred), Vice-Chairman of Banque Fédérale des Banques Populaires Director: Bercy Gestion Finances +, BRED Cofi lease, Coface, Natixis Algérie, Natixis Pramex Italia Srl, Prepar Iard (société anonyme), Promepar Gestion (société anonyme), Société Marseillaise de Crédit Member of the Supervisory Board: Natixis, Prépar-Vie Permanent Representative of BRED Banque Populaire on the Board of Directors of: BICEC, BCI – Banque Commerciale Internationale, Njr Invest
Chairman of the Board of Directors of BRED Banque Populaire Chairman: Association Banque Populaire pour la Coopération et le Développement, Medef 94 in Créteil Chairman of the Supervisory Board: Banque Populaire Asset Management Chairman of the Board of Directors of Natexis Pramex International, BRED Gestion Director: Banque Fédérale des Banques Populaires, Coface, Compagnie fi nancière de la BRED, LFI, BRED Cofi lease, BGF+, Natexis Banques Populaires, Natixis Algérie, Pramex Italia SARL Director representing BRED Banque Populaire BICEC Vice-Chairman of the Supervisory Board: Banque Internationale de Commerce-BRED (BIC-BRED)
Francis Henry, age 63, honorary solicitor, has been Chairman of the Steering and Supervisory Board of the Caisse d’Epargne et de Prévoyance de Lorraine Champagne-Ardenne since 1992.
Chairman of the Steering and Supervisory Board of the Caisse d’Epargne et de Prévoyance Lorraine Champagne- Ardenne
Director: Caisses d’Epargne Participations (from 07.31.2009), Crédit Foncier de France, Natixis (until 10.13.2009)
Chairman of the Steering and Supervisory Board of CEP Lorraine Champagne Ardenne Chairman of the Board of Directors of SLE Marne Nord Member of the Supervisory Board: Natixis Director of Crédit Foncier de France
Chairman of the Steering and Supervisory Board of CEP Champagne Ardenne Chairman of the Board of Directors of SLE Marne Nord Member of the Supervisory Board: Crédit Foncier de France, Natixis
Chairman of the Steering and Supervisory Board of CEP Champagne Ardenne Chairman of the Board of Directors of SLE Marne Nord
Bernard Jeannin , age 60, Chief Executive Offi cer of Banque Populaire Bourgogne Franche-Comté since 2002, has held a series of management positions within Groupe Banque Populaire.
Permanent Representative of Banque Populaire Bourgogne Franche-Comté on the Board of Directors of i-BP
Chief Executive Officer of Banque Populaire Bourgogne Franche-Comté Director: Banque Fédérale des Banques Populaires (Company Secretary), Natixis Assurances, Natixis Lease, Natixis Paiements, Banque de Savoie, IPMPE Member of the Supervisory Board: Natixis Permanent Representative of Banque Populaire Bourgogne Franche-Comté on the Board of Directors of i-BP
Chief Executive Officer of Banque Populaire Bourgogne Franche-Comté Director: Banque Fédérale des Banques Populaires, Natexis Assurances, Natexis Paiements, Natexis Lease, C.A.R, IPMPE, Institution de Prévoyance du Groupe Banque Populaire Director representing Banque Populaire Bourgogne Franche-Comté on the Board of Directors of i-BP
Olivier Klein , age 52, has been Chief Executive Offi cer Commercial Banking and member of the BPCE Executive Board and affi liated professor at HEC in Financial Economics since April 2010. He is a graduate of the É cole Nationale de la Statistique et de l’Administration (ENSAE) of HEC’s Cycle d’É tudes Supérieures en Finances. After having held positions of responsibility at BFCE, he established the investment bank specializing in mergers & acquisitions and private equity. He joined Groupe Caisse d’Epargne in 1998 and, in 2000, became Chairman of the Executive Board of the Caisse d’Epargne Ile de France Ouest. In 2007, he was appointed Chairman of the Executive Board of Caisse d’Epargne Rhône Alpes. Olivier Klein is Chairman of the Caisses d’Epargne Retail Banking Committee.
Director: Natixis, Coface, Natixis Consumer Finance (ended 12.31.2009), Natixis Global Asset Management, Natixis Financement, Neptune Technologies
Permanent Representative of Caisse d’Epargne Rhône Alpes, Member of the Supervisory Board of Société des Trois Vallées, CGE Business Services
Member of the Supervisory Board of Natixis Executive Chairman of Caisse d’Epargne Rhône Alpes Chairman of the Supervisory Board of Rhône-Alpes PME Gestion Director: Coface, of Natixis Consumer Finance, of Natixis Financement, of Natixis Global Asset Management, of Neptune Technologies Member of the Supervisory Board of Compagnie 1818 – Banquiers Privés Permanent Representative: CERA (Caisse d’Epargne Rhône Alpes), Director of Fédération Nationale des Caisses d’Epargne Permanent Representative of CNCE, Member of the Supervisory Board of Compagnie des Alpes Permanent Representative of CERA, Member of the Supervisory Board of GCE Business Services Permanent Representative of CERA, Member of the Supervisory Board of Société des Trois Vallées Permanent Representative of CERA, Manager of Terrae
Yvan de La Porte du Theil, age 60, adviser to the Chairman of the Executive Board of BPCE, and from July 2009 to April 2010, Chief Executive Offi cer, member of the Executive Board of BPCE with responsibility for the Banques Populaires network. A graduate of the Institut d’Administration des Entreprises (IAE Nantes) and the Institut de contrôle de gestion in Nantes, Yvan de la Porte du Theil joined Groupe Banque Populaire. In 1982, he was appointed deputy CEO of Banque Populaire Val de France. In 1993, he joined the Chambre Syndicale des Banques Populaires, where he occupied the position of central manager responsible for development, communication and international affairs (1993-1995), then deputy Chief Executive Offi cer (1995-1999), and deputy Chief Executive Offi cer, international development, international, organization and technologies (2000). He was CEO of the Banque Populaire Val de France from 2002 to August 2009.
Chief Executive Officer and Member of the Executive Board of BPCE (since 07.31.2009)
Vice-Chairman of the Board of Directors of BP Participations (ended 03.16.2009)
Representing BP Participations, Managing partner of SNC Bankeo (from 0 6.17.2009 to 07.31.2009)
Representing BP Participations, Managing partner of SCI Ponant Plus (since 06.30.2009)
Chief Executive Officer of Banque Populaire Val de France Vice-Chairman of the Board of Directors: Banque Fédérale des Banques Populaires Member of the Supervisory Board: Natixis Director: Coface, Natixis Pramex North America Corp, Natixis Private Banking Representing Banque Populaire Val de France, Director of i-BP Chairman of the Supervisory Board: Ma banque Member of the Executive Committee: Confédération Internationale des Banques Populaires Member of the Supervisory Board: Foncia Groupe paid by Natexis Banques Populaires
Chief Executive Officer of Banque Populaire Val de France Member of the Supervisory Board: Natixis Director: Banque Fédérale des Banques Populaires, Coface Representing Banque Populaire Val de France, Director of i-BP Chairman of the Supervisory Board: MA BANQUE (formerly SBE) Member of the Executive Committee: Confédération Internationale des Banques Populaires Member: Audit & Risks Committee of Groupe Banque Populaire, Compensation Committee of Natexis Banques Populaires
Executive Chairman of Caisse d’Epargne et de Prévoyance: Provence Alpes Corse Chairman of the Supervisory Board: SOCFIM Vice-Chairman of the Supervisory Board: Ecureuil Gestion, Ecureuil Gestion FCP Director / Member of the Supervisory Board: Caisse Nationale des Caisses d’Epargne (CNCE), Arpège, GCE Capital, La Compagnie 1818 – Banquiers Privés, Proxipaca Finance (Management Board), Financière Océor (permanent representative of CEP PAC), Banque de la Réunion (permanent representative of CEP PAC), Banque des Antilles Françaises (permanent representative of CEP PAC), La Chaine Marseille – LCM (permanent representative of CEP PAC) Manager: SCF Py & Rotja
Executive Chairman of Caisse d’Epargne et de Prévoyance: Provence Alpes Corse Chairman of the Supervisory Board: SOCFIM Vice-Chairman of the Supervisory Board: Ecureuil Gestion, Ecureuil Gestion FCP Director / Member of the Supervisory Board: Caisse Nationale des Caisses d’Epargne (CNCE), Arpège, La Compagnie 1818 – Banquiers Privés, Proxipaca Finance (Management Board), Financière Océor (permanent representative of CEP PAC), Banque de la Réunion (permanent representative of CEP PAC), Banque des Antilles Françaises (permanent representative of CEP PAC), La Chaine Marseille – LCM (permanent representative of CEP PAC) Manager: SCF Py & Rotja
Chairman of the Supervisory Board: Foncia Groupe (ended 09.10.2009) Member of the Supervisory Board: Natixis (ended 03. 05.2009), MA BANQUE (ended 09.23.2009) Director: Coface, Natixis Private Banking, (ended 0 3. 09.2009), Société Marseillaise de Crédit (ended 03. 05.2009), Association des BP pour la création d’entreprise 1 (ended 03.31.2009) Representative of the Banque Fédérale des Banques Populaires appointed Chairman of: SAS SIBP (ended 06.10.2009), SAS Ponant 2 (ended 06.30.2009), SAS BP Création Permanent Representative of Banque Fédérale des Banques Populaires on the Board of Directors of: BICEC (ended 0 4. 08.2009), Natixis Assurances (ended 03. 04.2009), Natixis Financement (ended 3.26.2009), Natixis Consumer Finance (ended 01. 01.2009)
Deputy Chief Executive Officer of Banque Fédérale des Banques Populaires Member of the Supervisory Board: Natixis, MA BANQUE Director: Coface, Natixis Private Banking, Société Marseillaise de Crédit (SMC) Chairman of the Supervisory Board: Foncia Groupe Representative of Banque Fédérale des Banques Populaires appointed Chairman: SAS SIBP, SAS Ponant 2, SAS BP Création Permanent Representative of Banque Fédérale des Banques Populaires on the Board of Directors: BICEC, Natixis Assurances, Natixis Financement, Natixis Consumer Finance (formerly Ecrinvest)
Managing Partner of Oddo et Cie Chairman and Chief Executive Officer of Oddo Asset Management Chairman of the Supervisory Board of Oddo Corporate Finance Member of the Supervisory Board of Banque Postale Gestion Privée Permanent representative of Oddo et Cie, managing partner of Oddo Corporate Finance
Managing Partner of Oddo et Cie Chairman and Chief Executive Officer of Oddo Asset Management Chief Executive Officer of Groupe AGF Chairman of the Executive Committee of AGF France Deputy Chief Executive Officer: AGF S.A., of AGF Holding Chairman of the Supervisory Board of Oddo Corporate Finance, AGF Informatique, AVIP Chairman of the Board of Directors: Coparc, Génération Vie Vice-Chairman of the Supervisory Board of Euler Hermès Member of the Supervisory Board of Oddo & Cie SCA Director: W Finance, AGF Holding, GIE Placements d’Assurance, AGF Asset Management Permanent representative of Oddo et Cie, managing partner of Oddo Corporate Finance
Member of the Executive Board of Natixis (ended 04.30.2009) Interim Chief Executive Officer of Natixis (from 05.1.2009 to 05.13.2009) Chairman of the Supervisory Board of Natixis Finance (since 02.02.2009) Permanent representative of Natixis on the Board of Directors of Natixis Securities Legal representative of Natixis, Managing partner of Investima 74 (ended 06.09.2009) Chairman of the Board of Directors of Natixis North America Inc.
Jean-Charles Naouri, age 60, is Chairman, Chief Executive Offi cer and founder of EURIS, the holding company of one of France’s leading retail groups. He began his career as an auditor with the French Treasury before becoming chief of staff at the Ministry of Social Affairs and National Solidarity in 1982 and at the Ministry of the Economy in 1984. He was also Managing partner at Rothschild & Cie Banque from 1987 to 2005.
Director of Natixis Chairman and Chief Executive Officer of Casino, Guichard-Perrachon Chairman and Chief Executive Officer of Rallye Chairman of Euris SAS Chairman of the Board of Directors of Finatis Director of Fimalac, Companhia Brasileira de Distribuicao (CDB) and Wilkes Participaçoes Manager: SCI Penthièvre Seine and SCI Penthièvre Neuilly Member of Consultative Committee of Banque de France Chairman of the association “Promotion des Talents” Vice-Chairman of Fondation Euris Honorary Chairman and Director of Institut de l’École Normale Supérieure
Bernard Oppetit, age 53, is Chairman of Centaurus Capital, a fund management company that it set up in 2000. Centaurus Capital, which is a signifi cant participant in alternative management, operates in London and Hong Kong. Prior to founding Centaurus Capital, he spent 20 years with the Paribas group, successively in Paris, New York and London. From 1995 to 2000, he had global responsibility for equity derivatives. Bernard Oppetit is a former student of the École Polytechnique and a Conseiller du Commerce Extérieur de la France.
INTERNATIONAL Chairman of Centaurus Capital Limited Director : Centaurus Alpha Master Fund Limited Centaurus Alpha Fund Limited Centaurus Capital International Limited Centaurus International Risk Arbitrage Master Fund Limited (formerly Centaurus Kappa Master Fund Limited) Centaurus International Risk Arbitrage Fund Limited (formerly Centaurus Kappa Fund Limited) Centaurus Asia Pacifi c Opportunities Master Fund Limited (formerly Centaurus Omega Fund Limited) Centaurus Asia Pacifi c Opportunities Fund Limited (formerly Centaurus Omega Fund Limited) Centaurus Capital Holdings Limited Centaurus Global Holdings Limited Centaurus Management Company Limited Trustee of: Ecole Polytechnique Charitable Trust Maison de l’ Institut de France in London
INTERNATIONAL Chairman of Centaurus Capital Limited Director : Centaurus Alpha Master Fund Limited Centaurus Alpha Fund Limited Centaurus Capital International Limited Centaurus Capital Holdings Limited Centaurus Management Company Limited Trustee of: Maison de l’ Institut de France in London
Mandates at December 31, 2009 Member of the Supervisory Board of BPCE (since 07.31.2009)
Chairman of the Executive Board of Caisse d’Epargne et de Prévoyance Bretagne – Pays de Loire
Director: CE Participations, Natixis Global Asset Management, Compagnie de Financement Foncier SCF, Fédération Nationale des Caisses d’Epargne
Chairman of the Executive Board of Caisse d’Epargne et de Prévoyance de Bretagne – Pays de Loire (since 04.11.2008) Chairman and Chief Executive Officer: SODERO Chairman of the Supervisory Board: SODERO Gestion, BATIROC Bretagne – Pays de Loire, Grand Ouest Gestion (Permanent Representative of SODERO Participations) Chairman of the Board of Directors: SODERO Participations, la Mancelle d’Habitation, S.A. des Marchés de l’Ouest 2nd Vice-Chairman of the Supervisory Board: Natixis Member of the Supervisory Board: GCE Capital, GCE Business Services (Permanent Representative CEBPL), GIRCE Ingénierie (Permanent Representative CEBPL) ended 07.01.2008) Director: Pays de la Loire Développement (Permanent Representative CEBPL), SEMITAN (Permanent Representative CEBPL), NAPF (Permanent Representative of CEBPL), Compagnie de Financement Foncier SCF, Oterom Holding (ended 12.11.2008), Meilleurtaux (ended 12.11.2008) GIRCE Stratégie (Permanent Representative CEBPL) ended 07.01.2008, University of the Caisse d’Epargne Group (ended 06.16.2008), FNCE
Chairman of the Executive Board of Caisse d’Epargne et de Prévoyance des Pays de la Loire Chairman and Chief Executive Officer: SODERO Managing Director: Caisse d’Epargne et de Prévoyance de Bretagne Chairman of the Supervisory Board: SODERO Gestion, BATIROC Pays de Loire, Grand Ouest Gestion (Permanent Representative of SODERO Participations) Chairman of the Board of Directors: SODERO Participations, la Mancelle d’Habitation, S.A. des Marchés de l’Ouest Member of the Supervisory Board: Natixis, GCE Capital, GCE Business Services (Permanent Representative CEP PDL), GIRCE Ingénierie (Permanent Representative CEP PDL), Ecureuil Vie (ended 02.19.2007), Ixis CIB (ended 05.24.2007) Director: Meilleurtaux, Oterom Holding, Université Groupe Caisse d’Epargne, Pays de la Loire Développement (Permanent Representative CEP PDL), SEMITAN (Permanent Representative CEP PDL), NAPF (Permanent Representative of CEP PDL), GIRCE Stratégie (Permanent Representative CEP PDL) Member of the Audit Committee: Compagnie de Financement Foncier SCF, Ecureuil Vie, Ixis CIB
Chairman of the Executive Board of Caisse d’Epargne et de Prévoyance des Pays de la Loire Chairman and Chief Executive Officer: SODERO Chairman of the Supervisory Board: SODERO Gestion, BATIROC Pays de Loire, Grand Ouest Gestion (Permanent Representative of SODERO Participations) Chairman of the Board of Directors: SODERO Participations, Mancelle Habitation, S.A. des Marchés de l’Ouest Member of the Supervisory Board: Natixis, GCE Capital, Ecureuil Vie, Ixis CIB, GIRCE Ingénierie (Permanent Representative CEP PDL) Director: Université Groupe Caisse d’Epargne, Pays de la Loire Développement (Permanent Representative CEP PDL), SEMITAN (Permanent Representative CEP PDL), NAPF (Permanent Representative of CEP PDL), GIRCE Stratégie (Permanent Representative CEP PDL)
François Pérol , age 46, has been Executive Chairman of BPCE since July 31, 2009. M. Pérol is also Chairman of the Board of Directors of Natixis and Vice-Chairman of the Fédération Bancaire Française. A graduate from HEC, IEP (Paris) and ENA, François Pérol began his career in 1990 at the General Inspection of Finances. In 1994, he was appointed Deputy Chief of Staff of the Inter-Ministerial Committee for Industrial Restructuring (CIRI). In 1996, he was appointed to the French Treasury as Head of the Financial Markets Offi ce. From 1999 to 2001, he was General Secretary of the Club de Paris responsible for International Debt Negotiations. In 2001 he was appointed Deputy Director for Corporate Finance and Development at the French Treasury and in 2002 he became Deputy Chief of Staff in the offi ce of Francis Mer, Minister for the Economy, Finance and Industry, then Deputy Chief of Staff to Nicolas Sarkozy, Minister for the Economy, Finance and Industry in 2004. In 2005 he became a Managing Partner at Rothschild & Cie. In May 2007, he was appointed Deputy Chief of Staff to the President of France. He was Chairman of the Executive Board of Caisse Nationale des Caisses d’Epargne and Chief Executive Offi cer of Banque Fédérale des Banques Populaires from March 2, 2009 to July 31, 2009.
Chief Executive Officer: BP Participations (since 02.26.2009), CE Participations (since 07.31 .2009)
Chairman of the Board of Directors: Natixis (since 04.30.2009), Financière Océor (since 07.15.2009)
Vice-Chairman of the Executive Committee of Fédération Bancaire Française (since 0 7. 08.2009)
Member and Chairman of the Supervisory Board of EOLFI (from 04.06.2009 to 11.27.2009)
Member of the National Committee for Sectors of the National Economy of Vital Importance (began 12. 08.2009)
FRANCE Member of the Supervisory Board of Natixis Chairman and Chief Executive Officer of Veolia Environnement Chairman of the Board of Directors of Veolia Propreté Chairman of the Board of Directors of Veolia Transport, of Veolia Water Director: EDF, Dassault Aviation, Dalkia International, Société des Eaux de Marseille, Sarp Industries, CNP Assurances Manager of Veolia Eau – Compagnie Générale des Eaux Member of the Supervisory Board of Lagardère Member of Supervisory Boards A and B of Dalkia (SAS) Member and Chairman of the Supervisory Board of Dalkia France Non-voting member of the Supervisory Board of Caisse Nationale des Caisses d’Epargne
INTERNATIONAL Director: Veolia ES Australia Veolia Transport Australasia, Veolia Environmental Services UK, Siram, Veolia Transport Northern Europe, Veolia Environmental Services North America Corp., Veolia Environnement North America Operations
FRANCE Member of the Supervisory Board of Natixis Chairman and Chief Executive Officer of Veolia Environnement Chairman of the Board of Directors of Veolia Propreté, of Veolia Transport, of Veolia Water Director: EDF, Casino, Guichard-Perrachon, Dalkia International, Société des Eaux de Marseille, Sarp Industries Member of: the Supervisory Board Elior, Lagardère, of CNP Assurances Member of the Supervisory Boards A and B of Dalkia (SAS)A Manager of Veolia Eau – Compagnie Générale des Eaux Member and Chairman of the Supervisory Board of Dalkia France Non-voting member of the Supervisory Board of Caisse Nationale des Caisses d’Epargne
FRANCE Chairman of the Executive Board of Vivendi Environnement Director: EDF International, of Vinci, SARP Member of the Supervisory Board of: CE0, of CFSP, of Société des Eaux de Melun Chief Executive Officer of Veolia Water
Philippe Queuille, age 53, Deputy Chief Executive Offi cer of Banque Fédérale des Banques Populaires until July, 2009, also 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 .
Chairman of the Board of Directors and Chief Executive Officer: Albiréo, of i-BP and of GCE Paiements (since 10.26.2009)
Chairman of the Supervisory Board of Banques Populaires Covered Bonds (since 0 3.0 4.2009), of GCE Achats (since 10.13.2009)
Permanent Representative of i-BP on the Board of Directors of Natixis Altaïr IT Shared Services (S.A.)
Permanent Representative of i-BP on the Board of Directors of Natixis Paiements (since 08. 03.2009)
Permanent Representative of BP Participations (former BFBP) on the Board of Directors of Natixis (ended 08.25.2009)
Permanent Representative of BPCE, Member of the Supervisory Board of GCE Business Services (since 09.24.2009), GCE Technologies (since 10.14.2009)
Chairman and Chief Executive Officer of i-BP Director: Natexis Paiements Permanent Representative of i-BP on the Board of Directors of Natexis Altaïr
Philippe Sueur, age 63, is Vice-Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France. A professor of law, Mr . Sueur also holds a number of elective positions in the Île-de-France region.
Director of Groupe Ecureuil Assurance, of Natixis, of S.E.M.A.V.O. (Société d’Économie Mixte d’Aménagement du Val d’Oise)
Member of the Supervisory Board of Natixis Vice-Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France Director of Groupe Ecureuil Assurance, of the S.E.M.A.V.O.
Permanent Representative of the CEIDF with SICAV Associations Vice-Chairman of the Association Nationale des Maires de Stations Classées et Communes Touristiques Chairman of the Institut de Formation des Animateurs de Collectivités (IFAC) National et du Val d’Oise (1901 associations law)
Member of the Supervisory Board of Natixis Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France Nord Chairman and Chief Executive Officer of Semavo (Société d’Économie Mixte d’Aménagement du Val d’Oise) Chairman of the Val d’Oise Departmental Committee of Tourism and Leisure Director of the Syndicat des Transports d’Île-de-France (STIF), of Sicav Association, of Ecureuil Assurances IARD, of AFTRP (Agence Foncière et Technique de la Région parisienne)
Chairman of the Board of Directors of BP Provençale et Corse and of Natixis Private Banking
Vice-Chairman of the Board of Directors of Natixis (ended 11. 05.2009) and of Banque Chaix
Manager of Proclair Provence, of Proclair Rhône Alpes, of Tourret Entreprises, of Tourret Entreprises Ile de France
Vice-Chairman of the Supervisory Board of Natixis Chairman of the Board of Directors: BP Provençale Corse, of Natixis Private Banking Chairman and Chief Executive Officer: Proclair SAS, Tourret SAS Vice-Chairman of the Board of Directors of Banque Chaix Director of Société Marseillaise de Crédit, of Lafarge Ciments Manager: Proclair Provence and of Proclair Rhône Alpes
Director: Natexis Banques Populaires Chairman of the Board of Directors of Banque Populaire Provençale et Corse Chairman of the Board of Directors: Interépargne, of Proclair, of Tourret Chairman of Sopres SAS Vice-Chairman of the Board of Directors of Banque Fédérale des Banques Populaires Director of Lafarge Ciments Manager of Tourret Electronique, of Tourret Entreprises, of Proclair Provence, of Proclair Rhône Alpes and of Sopres
Legal Representative of Bercy Présidence, the company that is managing partner of H.B.I. itself Chairman of Bercy Participations, manager and partner company of Elior (SCA)
Legal Representative of SOFIBIM, itself Chairman of the Supervisory Board of Bercy Présidence (since 11.30.2009)
Legal Representative of Bagatelle Investissement et Management, itself Chairman of the company Eurelior SAS, Fidelior SAS, Financière Elior SAS, Sofi lior SAS
Legal Representative of Avenance S.A., the Chairman company of Bercy Services I (SAS)
Legal Representative of Avenance S.A., the Chairman company of Bercy Services V (SAS)
INTERNATIONAL Director of Elior UK Ltd Vice-Chairman, Director of Areas (S.A.) Director of: Areas IbericoAmericana, Serunion (S.A.) Director and Chairman of Avenance UK
INTERNATIONAL Chairman and Director of Avenance UK Vice-Chairman and Director of Areas (S.A.) Director: Elior UK Ltd, Areas IbericoAmericana, Serunion (S.A.)
FRANCE Chairman of: HBI (SAS), Bercy Présidence (SAS) Legal Representative: HBI, the Chairman company of Bercy Participations (SAS) Legal Representative: HBI, the Chairman company of Bercy Participations, managing partner and partner of Elior (SCA) Chairman and Director: Avenance (SAS) and of Eliance (SAS) Legal Representative: Avenance SAS, the Chairman company of Bercy Services I (SAS) and Bercy Services V (SAS) of Elior Gestion (SAS) Member of the Supervisory Board of Pragma Capital (S.A.)
INTERNATIONAL Chairman and Director of Elior UK Ltd, Vice-Chairman and Director of Areas (S.A.) Director: Avenance UK, Areas Ibericoamericana, Serunion (S.A.)
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 financial position and the financial statements given in this document and have read the whole of the document.
Laurent MIGNON Chief Executive Officer statement by the Person responsible for the registration document
Documents concerning Natixis (Articles of Association, bylaws, reports, mail and other documents, historical parent company and consolidated fi nancial information, for each of the two fi nancial years prior to the publication of this document) are partly included in this document and may be consulted at the Company’s head offi ce, preferably on appointment.
This registration document is available in the “Shareholders and investors” section of the Company’s institutional website, www. natixis.com.
Heading Registration document page number 14. Administrative, management, and supervisory bodies and executive management 14.2. Administrative, management, and supervisory bodies and executive management confl icts of interest 47 15. Remuneration and benefi ts 15.1. Amount of remuneration and benefi ts in kind 31 to 46 15.2. Total amounts paid accrued by the issuer to provide pension, retirement or similar benefi ts 34 to 46 ; 313 to 394 16. A dministrative and management bodies practices 16.1. Date of expiration of current terms of offi ce 17 to 19 16.2. Service contracts with members of the administrative bodies 47 16.3. Information about the issuer’s Audit Committee and Compensation Committee 25 to 27 16.4. Statement as w hether or not the issuer complies with the corporate governance regime 16 17. Employees 17.1. Number of employees 112 to 113 17.2. Directors’ shareholdings and stock options 30 to 31 ; 455 to 457 17.3. Arrangements for involving employees in the issuer’s capital 246 to 247 18. Major shareholders 18.1. Shareholders owning more than 5% of the share capital or voting rights 460 18.2. Different voting rights of the aforementioned shareholders 460 18.3. Control of the issuer 461 18.4. Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in its control n/a 19. Related-party transactions 310 to 313 20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and profi ts and losses 20.1. Historical fi nancial information 206 to 352 ; 355 to 403 20.2. Pro forma fi nancial information n/a 20.4. Auditing of historical annual fi nancial information 353 to 354 ; 404 to 405 20.5. Age of latest fi nancial information 206 to 352 ; 355 to 403 20.6. Interim fi nancial and other information n/a 20.8. Legal and arbitration procedures 188 to 190 20.9. Signifi cant changes in the issuer’s fi nancial or commercial situation 205 21. Additional information 21.2. Memorandum and by-laws 446 to 451 23. Third party information and statement by experts and declarations of any interest 99 24. Documents available to the public 495 25. Information on holdings 319 to 352
Headings of the annual fi nancial report Registration document page number
Management Report a Analysis of the results, fi nancial pos ition, risks, and list of delegations for capital increase of the parent company and of the consolidated entities (Art. L. 225-100 and L. 225-100-2 of the French Commercial Code)
Pursuant to Article 28 of Commission regulation No. (EC) 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: a the consolidated financial statements for the year ended December 31, 2008, presented on pages 195 to 334, the Statutory Auditors’ report thereon, pages 335 to 336, and the Group management report, on pages 128 to 191 of the registration document filed with the AMF on April 7, 2009 under number D.09-0208; a the consolidated financial statements for the year ended December 31, 2007, presented on pages 181 to 315, the Statutory Auditors’ report thereon, pages 316 to 317, and the Group management report, on pages 136 to 178 of the registration document filed with the AMF on April 18, 2008 under number D.08-0261.
All other chapters of reference documents D.08-0261 and D.09-0208 and are either of no material interest to investors or covered elsewhere in this registration document.
ADIE Association pour le droit à l’initiative économique/Association for the right to economic initiative
AFEP-Medef Association française des entreprises privées - Mouvement des entreprises de France/ French business association
AGIRC Association générale des institutions de retraite des cadres/General association for managers’ pension institutions
BALO Bulletin des Annonces Légales Obligatoires/French Bulletin for Mandatory Legal Announcements