The amounts shown at December 31, 2016 and December 31, 2015 represent the total amount of compensation paid or delivered to the members of the Senior (b) Management Committee in 2016 and 2015 respectively.
Compensation of directors registration document. Compensation for directors is granted as detailed in the standardized tables compliant with AMF recommendations in parts 2.4 of the
Value of performance shares granted during the fiscal year 160,000 € 160,000 €
Natixis’ Chief Executive Officer enjoys the retirement benefits classification”): plan offered to upper management officers (“hors
(20.55%). AGIRC contributions in tranches B (1) (20.55%) and C (1)a
Severance payments average of variable compensation granted over the last three amount. This agreement was subject to a shareholder vote and calendar years of activity) used to determine the payment
May 20, 2014 (see resolution Five). The Board of Directors approved at the Ordinary General Shareholders’ Meeting of severance payment.
Meeting of February 18, 2015 authorized the renewal of the and conditions for compensation due or liable to be due to of February 22, 2011, the commitment establishing the terms
Chief Executive Officer. This commitment was also approved by Laurent Mignon in the event he no longer performs the duties of
At the end of this commitment, it is expected that the Chief Executive Officer will not receive severance payments if he
Meeting of February 18, 2015 authorized the renewal of this clause in the event the CEO leaves office. The Board of Directors agreement.
In the event a severance payment is made to the CEO, the total amount of this indemnity and the non-compete indemnity may vote by the shareholders and approved at the General All of these obligations and agreements were submitted to a
Tranche C corresponds to the fraction of annual compensation between €154,464 and €308,928.
The insurance industry companies within Natixis’ scope of and its subsidiaries (life insurance, personal protection insurance, consolidation are: Coface and its subsidiaries, Natixis Assurances
Balance sheet reclassifications are not material. Most of the shown under “insurance company investments” on the asset balance sheet line items specific to insurance companies are the liabilities side. Receivables and related payables, shown side and under “insurance companies’ technical reserves” on deferred income, accrued charges and other liabilities in the under accrued income, prepaid expenses and other assets or principal in the banking format.
Net revenues Expenses income operating Gross for credit Provision losses Tax Other items
Investment income (net of expenses) 1,805 1,774 (9) 1,765 40 1,805
Other operating income and expenses 85 78 (25) 53 31 85
Revenues and income from other activities 243 243 243 243 write-downs and amortization) of investments (net of reversals, Capital gains and losses on disposal carried at fair value through profit or loss Change in fair value of investments
Other operating income and expenses (31) 1 (5) (4) (27) (31)
Net gains or losses on financial instruments at fair value through profit or loss 250 302
Depreciation, amortization and impairment on property, plant and equipment and intangible assets (53) (43)
The accounting treatment of tax amortization of goodwill difference between the book value of goodwill (which cannot be
In 2005, when IFRS were implemented, it was determined that treatment applied up to now in Natixis' consolidated financial statements was to use the tax rate applicable to long-term capital gains.
IFRIC's July 2014 publication of additional information on "IAS 12 Income Taxes: recognition of deferred tax for a single asset in a corporate wrapper" in its Interpretations Committee Agenda Decisions provided a clarification leading to the consideration deferred tax on an inside basis as explained above. A deferred tax liability expense was also recorded in respect of 2015 (last year of amortization) for -€33 million. Natixis continues not recognizing deferred tax liabilities on an outside basis insofar as it shareholders' equity (-€383.0 million in consolidated reserves and -€40.8 million in foreign currency translation reserves) for controls the reversal of the temporary difference.
recognition of a deferred tax liability at January 1, 2015 in the amount of €423.8 million with a corresponding reduction in
The bank’s financial statements are audited by three independent accounting firms.
for a term of six years ending as of the General Shareholders’ Meeting called to approve the 2021 financial statements.
The mandate of Mazars was renewed by the shareholders at the General Shareholders’ Meeting of May 2012, for a term of six
Neuilly-Sur-Seine Cedex, represented by signatory partners Agnès Hussherr and Patrice Morot.
Amount (%) Amount % % Amount % Amount % % Amount % Amount % % Amount % Amount % %
Pursuant the 2016 Barnier reform, “Other procedures and services directly related to the Statutory Auditors’ assignment” as well as “Other services” are included together under “Services other than the certification of accounts” at
COFACE EUROPE) COFACE TAIWAN (BRANCH - Credit insurance and related services
NGAM UK Ltd Retail FC 100 100 100 100 Kingdom United
AEW Central Europe Romania Retail FC 60 60 100 60 Romania
NGAM SA Italy branch Retail FC 100 100 100 100 Italy
French subsidiaries whose individual prudential oversight is performed based on Group consolidated ratios in accordance with the provisions of ** Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 relative to regulatory requirements applicable to
The ownership interest is 51% following the acquisition of the 2% stake held by CNP Assurances.(7)
Change in ownership interest following the exercise during the second quarter of 2016 of put options on minority shareholders.(13)
Change in ownership interest following the acquisition in the second quarter of 2016 by NGAM of 40% previously owned by CDC.(14)
policies used and the reasonableness of the accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our selection to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also involves assessing the appropriateness of the accounting plan and perform the audit in order to obtain reasonable assurance on whether the consolidated financial statements are free of material misstatements. An audit involves performing procedures, using sampling techniques or other methods of
In our opinion, the consolidated financial statements give a true and fair view of the Group’s assets and liabilities and financial position, and of the results of its operations for the year then recognition of own credit risk on financial liabilities at fair value through profit or loss.
Without calling into question the opinions expressed above, we draw your attention to Notes 1.1, 5.10, 6.1 and 7.3 to the
The Group uses internal models and methodologies to measure financial instruments that are not traded on an active market, as validation of models used and to the definition of the parameters chosen to assess the observability of these models.
well as to record certain impairment charges, as mentioned in Notes 5.6, 5.10, 5.23, 6.7.5 and 6.18 to the consolidated financial statements. We examined the control procedures relating to the
risk, the assessment of non-recoverability risks, and the calculation of the corresponding individual and collective cover the credit and counterparty risks inherent to its activities consolidated financial statements). We reviewed the control procedures relating to the monitoring of credit and counterparty
Impairment of available for-sale assets consolidated financial statements). We reviewed the control procedures relating to the identification of evidence of impairment and measurement of the largest impairment charges as well as the estimates made in recognizing impairment charges
The Group recognizes impairment charges on available for-sale assets when there is objective evidence that such assets have suffered a decline in value (Notes 5.1, 6.4, 7.4 and 7.7 to the to cover the decline in value of these assets, where applicable.
The Group is updating its measurement of goodwill carried in its consolidated balance sheet (Notes 2.5, 5.23 and 6.12 to the consolidated financial statements). We reviewed the
The Group records provisions to cover the contingencies and litigation arising from its business activities (Notes 5.14, 5.23, 6.16 and 7.7 to the consolidated financial statements). We
These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion that we formed, which is expressed in the first section of this report.
3 Cash and balances with central banks 26,532 20,983 5 Government securities and equivalent 23,431 27,615 3 Advances to banks 105,564 122,411 5 Bonds and other fixed-income securities 24,801 20,213 5 Shares and other variable-income securities 41,359 32,345 6 Investments in associates and other long-term investments 443 435 6 Investments in subsidiaries and affiliates 13,931 13,873 10 Property, plant and equipment 130 166
Commitments received from banks 7,268 5,201 35 Commitments on securities 12,822 7,919 35 Other commitments received 7,048 7,836
12 Due to central banks 12 Due to banks 118,718 147,629 16 Provisions for risks and other expenses 2,436 2,660
Commitments given to customers 24,999 23,452 35 Commitments on securities 12,250 7,792 35 Other commitments given 19,426 19,469
See note No. Year ended December 31 2016 2015 23 Interest and similar income 4,884 4,609 23 Interest and similar expenses (3,989) (3,775)
24 Income from variable-income securities 1,052 837 25 Fee and commission income 851 917
26 Net gains/(losses) on trading portfolio transactions 1,767 932 27 Net gains/(losses) on transactions on securities held for sale (123) 180 28 Other banking operating income 175 283
Write-down, amortization and impairment of property, plant and equipment and intangible assets (69) (38)
Operating income 1,343 1,074 31 Net gains/(losses) on fixed assets (93) (81)
Funding/reversal of funding for general banking risks and regulated provisions 7 2
TRANSACTIONS CURRENCY COMMITMENTS AND OFF-BALANCE SHEET ITEMS – FOREIGN NOTE 35
between demand loans and deposits and term loans and time represented by a security, held in connection with banking Advances to banks cover all receivables other than those than banks, with the exceptions of those represented by a Customer loans comprise loans to economic operators other security, and reverse repo stock and securities. They are broken loans, cash loans, equipment loans, export credit, subordinated down by type of loan (current accounts overdrawn, commercial loans, etc.).
Fees earned on the granting or acquisition of loans, as well as interest rate actuarial method over the effective life of the loan. marginal transaction costs, are recognized using the effective not yet given rise to any transfer of funds are included in Loans that have been granted on an irrevocable basis but have off-balance sheet items under “Financing commitments given”.
European regulation dated June 26, 2013 relating to prudential which an event of default as defined in Article 178 of the a performing loan.
recognized under “Interest and similar expenses” on the income non-performing loans associated with the passage of time is The reversal of the effect of discounting on impairments of to the debtor’s financial situation Specific case of receivables restructured due under which Natixis grants a concession to borrowers facing or Restructured loans correspond to loans with modified terms likely to face financial difficulties. They are a combination of a experienced by the borrower.
losses”. Impairment is assessed quarterly on a case-by-case borrowers breaching their covenants, impairment charges or Where there is a risk of partial or total non-recovery of loans or of recognized on the income statement under “Provision for credit provisions corresponding to the amount of the probable loss are
356 REGISTRATION DOCUMENT 2016 - Natixis receivables or to the reversal of the effect of discounting is Interest corresponding to the remuneration of impaired loans and recognized as interest income.
the asset side of the balance sheet are deduced from the assets Impairments on non-performing loans covering risks carried on sheet.
are recognized as provisions on the liability side of the balance Probable losses stemming from off-balance sheet commitments
Write-downs for non-specific credit risk are included in groups of assets with similar risk characteristics. Financial assets that do not have individually allocated credit risk two criteria: geographical risk and sector risk. The composition of these portfolios of similar assets is based on sectors or countries where economic circumstances suggest Portfolios are reviewed quarterly and, where appropriate, loans in provisions.
Provisions for geographic risk are primarily based on each indicators (political situation, performance of the economy and country’s internal rating, incorporating different parameters and calculated at maturity.
Loans on the watch list, for which a Basel default has been identified, are written down collectively by sector unless they are
The buying and selling of securities are recorded in the balance follows: The applicable classification and measurement rules are as representing actual and regularly occurring market transactions be traded on an active market with easily obtainable prices on an arm’s length basis.
They are reported on the balance sheet at their purchase price, excluding acquisition costs. Any difference between the the recognition of an impairment loss, whose calculation amount and their market value. Unrealized losses give rise to
Unrealized gains are not recognized. factors in gains from any hedging transactions conducted.
Natixis has the ability to hold them through to maturity. stated intention of holding them to maturity and for which excluding acquisition costs. Any difference between the They are reported on the balance sheet at their purchase price, over the remaining life of the securities.
subject to impairment, unless there is a strong likelihood that In line with regulatory requirements, unrealized losses are not circumstances or if there is a risk of default by the issuer of the instruments will be sold before maturity due to unforeseen
historical cost or value in use. Unrealized losses are subject They are included in the balance sheet at the lower of
Unrealized losses are subject to a provision for impairment. value in use at the reporting date and their acquisition cost. These securities are valued individually at the lower of their entities likely to be fully consolidated in the Natixis’ over which Natixis exercises exclusive control, i.e. corporate consolidation scope.
Unrealized losses are subject to a provision for impairment. value in use at the reporting date and their acquisition cost. These securities are valued individually at the lower of their
The measurement approaches used to determine value in use are the following, as appropriate: the net asset method (restated or not);a the peer comparison method;a the discounted future cash flows (DCF) method;a the stock market price method;a or a combination of these methods.a flows is the result of: Natixis’ senior management. The discount rate on future cash
Treasury shares: Natixis holds treasury shares to regulate itsa recognized as securities held for trading and follow the same share price under a liquidity agreement. These shares are classified as held for sale and follow the corresponding rules. Treasury shares held for distribution to employees are securities portfolios are recognized as follows: Income, value adjustments and proceeds on disposal of when received or when the payment has been subject to a income from variable-income securities is recognized as anda resolution at a Shareholders’ Meeting; the accrual method; income from fixed-income securities is recognized based ona value adjustments and proceeds from the disposal of securitiesa portfolio they belong to: are recognized under different headings depending on which under “Net revenues” for securities held for trading andj securities held for sale, adjustments in value relate to counterparty risk exposure, portfolio of securities held for sale or for investment when as a provision for credit losses on fixed-rate securities in thej under net gains/(losses) on fixed assets:j securities held for investment, counterparty) when there is a high probability of disposal of investment (excluding impairment for risk exposure to a circumstances and for all proceeds from the disposal of such securities held for investment due to unforeseen for adjustments in the value of securities held forj and affiliates and other long-term securities. for investments in associates, investments in subsidiariesj market since their acquisition.
securities in question have ceased to be tradable on an active and “held for investment” categories and from “held for sale” to Reclassifications from the “held for trading” to the “held for sale”
Natixis has carried out no such transfers in its separate financial intangible assets Property, plant and equipment and 3 service.
In line with applicable accounting principles, a specific amortization schedule is defined for each significant component
Internal fixtures and fittings: 8-15 years over their estimated useful lives, generally five to 10 years. Other items of property, plant and equipment are depreciated useful life, which cannot exceed 15 years.
Debt securities4 countries, with the exception of subordinated instruments securities held for sale issued by Natixis in France or in foreign recognized as subordinated debt.
This line item comprises debt attributable to freely tradable other fixed-income securities.
market instruments, negotiable debt securities and bonds and This line item notably includes medium-term notes, interbank income statement.
separately as a related payable, with an offsetting entry in the Accrued interest payable relating to these issues is disclosed the income statement.
symmetrical basis with the income and expenses of the position Gains or losses on specific hedges are recognized in income on a losses are not recognized.
recognized over the period of the position. Unrealized gains and used to hedge and manage Natixis’ overall interest rate risk are Expenses and income arising from forward financial instruments reporting date and any unrealized losses are taken to the income interest flows. Contracts are marked to market value at each statement as provisions.
discounted present value of future contractual management individual basis. Changes in value during the period are Each instrument in the final category is marked to market on an adjusted for counterparty risk, the position funding cost and the recognized immediately on the income statement. Valuations are
foreign currency futures are measured based on the forward Outright foreign currency futures or transactions hedging other question. Differences in interest rates or premiums and foreign exchange rate remaining to run on the currency in and futures Options (interest rate, currency and equity)
between hedging and trading contracts. or futures contract is recognized with a distinction being made The notional amount of the underlying instrument of each option
in income on a symmetrical basis with the income and expenses forward contract are marked to market at the reporting dates. For non-hedging activities, positions in a class of option or
Changes in market value are recognized directly in the income incurred over the life of the instrument.
markets, gains or losses are recognized on the income statement. However, for instruments traded on over-the-counter effect on the potential setting aside of provisions for the net risk statement only upon settlement of these transactions, without
Institutional operations7 foreign States, gifts to the “Fund for Private-Sector Aid and framework of Public Development Aid, non-concessional loans to guaranteed by Coface.
Studies” and the stabilization of interest rates for export credit and its June 24, 2015 amendment, Natixis manages certain agreement signed with the French State on September 21, 2011, consisting of loans and gifts to foreign States conferred in the public procedures on behalf of the French State, mainly for 2014 (No. 2014-1655 of December 29, 2014) and the of December 30, 2008), of Article 5 of the Amended Finance Act Article 121 of the Amended Finance Act for 2008 (No. 2008-1443 1997 (No. 97-1239 of December 29, 2007), amended by In accordance with Article 41 of the Amended Finance Act for operations are identified on the balance sheet under each of the operations. The bank's assets and liabilities relative to these headings concerned with these operations.
“Short-term benefits” including salaries, social security termination of their employment and prior to retirement. A “Termination benefits” granted to employees upon the provision is accrued for these benefits.
“Post-employment benefits” such as pensions, other post-employment benefits: payable to retirees. Natixis distinguishes between two types of industry, end-of-career awards and other contractual benefits supplementary retirement benefits applicable to the banking under defined contribution plans are expensed in the obligation to pay a specified benefit amount. Contributions paid corresponding period; defined-contribution plans, which mainly consist of the sociala schemes Agirc and Arco, under which an entity has no security basic pension scheme and the supplementary valued and funded.
constructive obligation to pay a specified benefit amount are defined-benefit plans under which Natixis has a legal ora is carried out on a regular basis by independent actuaries. provision to be recognized on the balance sheet. This valuation projected unit credit method. This method draws on actuarial assessment of the benefit obligation using the assets is deducted from the obligation to determine the demographic and financial assumptions. The value of any plan
A provision is set aside for defined-benefit plans based on an experience adjustments (impact of differences between actuarial gains and losses.
Autorité des Normes Comptables (ANC – French accounting In accordance with recommendation No. 2013-02 of the retirement and similar commitments, dated November 7, 2013 standards setter) on rules for measuring and recognizing employees participating in the relevant plan.
Under this method, Natixis does not recognize the portion of greater of (i) 10% of the present value of the defined-benefit net cumulative actuarial gains and losses that is lower than the
The amount recognized as a provision in the balance sheet defined-benefit plans: represents the present value of the obligation under minus any past service cost not yet recognized in income;j plus or minus any unrecognized actuarial gains or losses inj accordance with the corridor principle arising from: experience adjustments linked to demographic variables,j changes in actuarial assumptions,j on plan assets, differences between the actual return and expected returnj minus the market value of plan assets.j as “Other assets”.
Insurance contracts taken up with a related party to Natixis and commitments are recorded in the asset side of the balance sheet intended to finance all or part of Natixis’ defined-benefit plan
The annual payroll costs recognized in respect of defined-benefit plans consist of: rights vested by beneficiaries over the period;a the interest cost reflecting the impact of unwinding thea discount on the obligation; the expected return on plan assets;a costs; amortization of actuarial gains and losses and past servicea the effects of plan curtailments and settlements.a
360 REGISTRATION DOCUMENT 2016 - Natixis benefits under defined-benefit plans, except that actuarial gains the same actuarial method as that applied to post-employment service costs are recognized directly as an expense. and losses are not subject to the corridor method and past deferred compensation payable in cash under Employee “Other long-term benefits” including long-service awards and
variable compensation, subject to the employee’s continued The estimated amount of the expense related to cash-settled
Performance Recognition plans, is recognized over the vesting service in accordance with the Employee Retention and
Share-based employee retention 9 and performance recognition plans settled in the year of granting.
Cash-settled employee retention of the Natixis share: and performance plans indexed to the value recognition of a payroll expense that is measured taking account Cash-settled plans indexed to the share price give rise to the satisfying performance/and or service requirements. Where a of the share price on the balance sheet date and the likelihood of expense is recognized immediately on the income statement.
The corresponding expense recognized in the 2016 income statement was €33.8 million versus €35.5 million at derecognition of the debt recorded for the initial plan indexed to the plan provides for the allocation of new shares, only the the value of the Natixis share is taken to profit and loss.
retention and performance plan settled in shares. The difference recognition of a liability as a provision for the new employee of the preexisting debt is taken directly to profit and loss. When between the recognition of the new plan and the derecognition initial plan indexed to the value of the Natixis share and the existing shares, the derecognition of the debt recorded for the would trigger, when the plan provides for the allocation of retention and performance plan indexed to the value of the Changes to the terms and conditions of a cash-settled employee an employee retention and performance plan settled in shares Natixis share which would lead to the latter being reclassified as
Natixis has modified the 2016 employee retention and with a bonus share plan, with the granting of new shares. Board of Directors, on July 28, 2016, decided to replace this plan performance plan allocated for services provided in 2015. The settled in shares: Employee retention and performance plans obligation to grant shares generates an outflow in settlement liability where there is the likelihood or the certainty that the without an offsetting provision: Regulation No. 2008-15, which provides for the recognition of a Plans settled in shares are recognized in accordance with CRC
included in Natixis’ financial statements after the elimination of accordance with local rules, are restated in accordance with The financial statements of foreign subsidiaries, prepared in
Items from the balance sheet and income statement are translated at the end of the reporting period.
voluntary withdrawal of approval to operate) recorded in income as “Taxes other than on income” among other operating contributions (which are non-refundable in the event of a certificates and cash security deposits (guarantee of irrevocable commitment) recognized as assets on the balance sheet and 2015. Contributions made to the deposit and resolution guarantee fund may be paid in the form of partner or association
In 2016, in accordance with delegated regulation 2015/63 and implementing regulation 2015/81 supplementing the BRRD
deposits recognized as assets on the balance sheet (15% in cash
Guarantee mechanism for the assets 14 of the former GAPC hive-off vehicle mechanisms: itself against the risk of loss from these portfolios subsequent to June 30, 2009. This protective arrangement was based on two portion of its equity allocated to segregated assets and to protect vehicle with retroactive effect at July 1, 2009. With this guarantee mechanism, Natixis was able to free up a significant
On November 12, 2009, an arrangement was made by BPCE to protect a portion of the portfolios of the former GAPC (1) hive-off default up to 85% of the default amount; trading”, “securities held for sale” and “receivables”. Under this guarantee, Natixis is protected from the very first euro in guarantee on 85% of the nominal value of assets recognized as “securities held for investment”, “securities held for a sub-participation in terms of risk which acted as a financiala of a premium.
exercised, would allow it to recover in 10 years’ time any net positive performance by the portfolio in exchange for payment trading” and to a lesser extent by “securities held for sale”. At the same time, Natixis bought an option from BPCE which, if recognized as from July 1, 2009. The instruments hedged by these TRS were mostly represented by “securities held for dollars, which transferred to BPCE 85% of the profit or loss two total return swaps (TRS), one in euros and another ina
France. Applicable local corporate tax rates were used for foreign subsidiaries.
Due to additional contributions, the corporate tax rate used to calculate the expense payable for the year was 34.43% for
Only the evolutions of the rules of accounting of technical loss of
broken down and recognized according to the different type ofa those applicable to the underlying assets to which it is allocated.
The regulation sets out phase-in measures for the recognition of losses accounted for before January 1, 2016: applied; either according to existing capital gains at the merger date,a i.e. according to the extra-accounting allocation originally existing capital gains must be re-examined.
regulation was first applied (i.e. January 1, 2016), in this case or according to existing capital gains at the date on which thea of Natixis Garantie to Natixis, based on existing capital gains at this date and according to the allocation.
December 31, 2016, as at December 31, 2015, Natixis had no
CUSTOMER TRANSACTIONS 135,622 108,596 o/w accrued interest 199 138 at December 31, 2016 versus €648 million at December 31, 2015.
The amount of perpetual subordinated loans totaled €816 million €181 million at December 31, 2015.
€1,615 million at December 31, 2015. The amount after non-performing or irrecoverable loans amounted to €2,240 million before impairment at December 31, 2016 versus
Receivables eligible for refinancing with the Banque de France and/or the European Central Bank amounted to €1,470 million at
Of which securities loaned for €15,695 million at December 31, 2016 versus €11,525 million at December 31, 2015.(b)
Of which Shares and other listed fixed-income securities for €40,128 million at December 31, 2016 versus €31,932 million at December 31, 2015.(d)
The total amount of securities held for investment sold before maturity totaled €38 million in 2016, compared with €10 million for fiscal year 2015.
The application of ANC regulation n°2015-06 as of January 1, 2016 led to the recognition of €269 million in “investments in subsidiaries and affiliates” corresponding to (a)
- the acquisition of SPV DFEFG3 shares for €80 million; - the Natixis Assurances capital increase for €206 million; - the Natixis Global Asset Management capital increase (dividends paid in shares) for €221 million; - the Natixis Private Equity capital reduction for €310 million; - the Nexgen Financial Holdings Ltd capital reduction for €96 million; The main changes in the 2016 fiscal year was the charge to provisions of Coface SA securities for €179 million.(c)
Compagnie Européenne de Garanties & Cautions 16 RUE HOCHE - TOUR KUPKA B - TSA 39999 92919 LA DEFENCE CEDEX NL 160,996 EUR 175,814 EUR 100,00%
NATIXIS Pfandbriefbank AG Im Trutz Frankfurt 55 D-60322 Frankfurt am Main NL 120,000 EUR 668 EUR 100,00%
NATIXIS ASIA LIMITED SUITE 1911-1922-19 F TWO 88 QUEENSWAY PACIFIC PLACE - Hong Kong NL 632,395 HKD (248,334 HKD) 100,00%
NATIXIS FONCIERE 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 685 EUR 62,764 EUR 99,99%
NATIXIS FUNDING 30 AV PIERRE MENDES FRANCE 75013 PARIS NL 67,555 EUR 1,811 EUR 100,00%
NATIXIS INNOV 47 QUAI D'AUSTERLITZ 75013 PARIS NL 150,060 EUR 6,243 EUR 100,00%
NATIXIS PRIVATE EQUITY 5-7 RUE DE MONTTESSUY 75007 PARIS NL 404,851 EUR 57,266 EUR 100,00%
DF EFG3 LIMITED 0 Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-11040 NL 85,000 USD 0 USD 100,00%
NUSHI 399 BOYLSTON ST 13TH FLOOR MA 02116 BOSTON United States of America NL 1,227,285 USD 3,382,814 USD 15,00%
to the allocation (of which a gross amount of €306 million and impairment: €36 million).
INTERBANK AND SIMILAR TRANSACTIONS 118,718 147,629 * o/w repurchased securities 36,249 45,902 o/w accrued interest 185 185
Securities transactions 58,231 46,731 o/w trading securities, liabilities on borrowed securities 35,465 23,964 o/w trading securities, other liabilities on securities 22,752 22,755 o/w accrued interest 14 12
constant population and a three-year average. At December 31, Future salary increases are estimated by grade based on a 2016, this average (including inflation) was 2.50% versus 2.75%
versus 1.98% for the executive staff.The remaining average at December 31, 2015 for the non-executice staff, and 2.06% 15.8 years at December 31, 2015. working lives of employees, for all benefits, is 15.7 years versus
Other at January 1 Benefit obligation and losses Unrecognized actuarial gains at January 1 Total net obligation
Benefits vested over the period 2 6 2 39 49 2 7 2 31 42
Payments to the fund during the period (2) (2) (2) (2)
Recognized actuarial gains and losses over the period 1 (1) 1 1 3 1 4 to income Change in obligation taken in consolidation scope, etc.) Other items (change
Rate and duration before first redemption date Rate after first 2016 2015 into equity
Unsecured creditors 29/07/2015 29/07/2027 EUR 1,000,000,000 Quarterly Euribor 3M+230bp No redemption clause 1,000,000,000.00 1,000,000,000.00 CONVERTIBLE NON-
Natixis issued Perpetual deeply subordinated notes which offer anniversary date. In the event of non-redemption at the end of this period, for some of these issues, a variable coupon indexed unit-holders fixed rate or variable rate income and which may be redeemed at the end of a set period and then at each coupon payment of this interest as non-paid coupons are not deferred.
once a dividend has been paid on Natixis shares. However, for any other period, the contractual conditions of deeply
Interest normally due on deeply subordinated notes is mandatory subordinated notes state that the issuer may suspend the
In the event of the liquidation of Natixis and regardless of any reduction to the securities’ original nominal value, unit-holders
Following approval by the banking supervisory authority and at the initiative of the issuing company, redeemable subordinated debt, as of a date set in the issue notice or purchase agreement or in the event of changes to current tax and regulatory rules. In debt may be subject to early redemption through repurchasing on the stock market, or over the counter in the case of private
Revaluation reserve fixed assets Provisions for investment depreciation Accelerated Public funds assigned Total
Allocation of free shares 5 (5) 0 operation “Mauve” employee shareholding
The capital increase in fiscal year 2016 corresponds to the allocation of 957,368 free shares to certain Natixis employees, reserved for employees under the employee shareholding plan. subscription of 7,989,447 shares relating to the share issue within the scope of Retention and performance plans, and the
Financing commitments given to: Guarantees provided on behalf of: reporting scope (wholly-owned subsidiaries), or entered into disclose, since these transactions are either excluded from the between related parties, Natixis has no additional information to Under Article 1124-61 of regulation No. 2014-07 on transactions under normal market conditions.
Of which -€229 million in interest expense on subordinated debt at December 31, 2016 versus -€204 million at December 31, 2015.
Of which a net provision reversal for the Workforce Adaptation Plan of €9 million at December 31, 2016 versus €45 million at December 31, 2015.(b)
For 2016, including income relating to Natixis’ claim on the taxation in previous fiscal years of dividends and capital gains on the disposal of CCIs as well as the impact of (a) tax audits.
tax and contributes to the group tax as if it were not principle of neutrality, whereby each subsidiary determines its The tax consolidation agreement at Natixis group is based on the recognized by Natixis as the parent company. Any tax savings or expense generated by consolidation is losses.
Tax audits: notice dated December 19, 2016. Natixis S.A. intends to contest years. Following this audit, Natixis S.A. received a reassessment Natixis was subject to an audit covering the 2008 to 2013 fiscal the majority of the proposed adjustments and has recorded a provision for the estimated risk.
and covering the 2009 fiscal year was received in regarding the refund of withholding tax in respect of dividends covering the 2009 to 2014 fiscal years. A reassessment notice Natixis’ German subsidiary is currently subject to an audit proposed adjustment.
The European Court of Justice has ruled the application of aa consolidation group in France, thus received a reimbursement Groupe Steria SCA). Natixis, as the head of the tax of establishment principle (EJC 2-9-2015, Case C-386/14, belonged to a tax consolidation group, contrary to the freedom for a total of €6 million.
fiscal years in the amount of €326.0 million plus interest on in the financial statements at December 31, 2016 for previous which makes a tax gain almost certain, the latter was recorded by the ruling of July 8, 2016 of the French Constitutional Court amended it in the October 5 Official Bulletin. On this basis, No. 397316 dated October 5, 2016) and the Finance Minister then canceled the doctrine of administrative law (CE Natixis (Natixis Ruling No. 2016-553 QPC). The French Council of State of the French General Tax Code, which limits the application of subject to corporate tax in accordance with Article 145, 6 b ter the CCIs and all net proceeds from the 2013 buyback were stake was bought back in August 2013. All dividends paid on carrying voting rights. This condition was ruled unconstitutional the investment income exemption scheme to equity securities form of cooperative investment certificates (CCIs). This entire the Banque Populaire banks and the Caisses d’Epargne, in the previous fiscal years: until 2013, Natixis held a 20% stake in The Taxation of Dividends and CCI redemption proceeds froma
Interest and similar income and expenses 216 233 300 146 895 239 242 244 109 834 variable-income securities Income from
ESTABLISHMENTS AND OPERATIONS IN NON-COOPERATIVE STATES NOTE 39 disclose in a note to their financial statements their establishments and operations in States and territories that do
not have an administrative assistance agreement with France aimed at countering fraud and tax evasion, which provides terrorism.
Marshal Islands, €123 million in outstanding financing (net of provisions) and €12 million in loan commitments given.
As at December 31, 2016, in accordance with the above-mentioned Article, Natixis hereby reports that it has, in the
390 REGISTRATION DOCUMENT 2016 - Natixis on Commercial Companies) Company financial performance over the last five years (Articles 133, 135 and 148 of the French Decree
Natixis S.A., as appended to this report; the audit of the parent company financial statements ofa the justification of our assessments;a the specific verifications and information required by law.a
Board of Directors. Our role is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the professional plan and perform the audit in order to obtain reasonable assurance on whether the parent company financial statements standards applicable in France; those standards require that we as well as the overall presentation of the financial statements.
involves assessing the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made, selection, to obtain audit evidence about the amounts and disclosures in the annual financial statements. An audit also are free of material misstatements. An audit involves performing procedures, using sampling techniques or other methods of
we would draw the following items to your attention: Pursuant to the provisions of Article L 823-9 of the French Commercial Code regarding the justification of our assessments,
the parent company financial statements). We reviewed the methodology used to measure these commitments, as well as obligations (paragraph 8 of Note 1, and Notes 16, 17 and 29 to The Company recognizes provisions to cover employee benefit and other long-term securities: Investment securities, shares in affiliates used to perform this work as well as the main assumptions and parameters.
company financial statements). We reviewed the methodology subsidiaries and affiliates, and other long-term securities (paragraph 2 of Note 1, and Notes 6 and 31 to the parent
examined the methodology used by management to identify and assess these risks, as well as to measure the amount of to the opinion that we formed, which is expressed in the first section of this report.
financial statements, taken as a whole, and therefore contributed These assessments were made as part of our audit of the
We have also performed the specific verifications required by documents addressed to shareholders with respect to the financial position and the parent company financial statements.
consistency with the financial statements of the information given in the Board of Directors’ management report, and in the
Code relating to the compensation and benefits received by the directors and any other commitments made in their favor, we
information items concerning the purchase of investments and controlling interests and the identity of the shareholders and we certify the accuracy and fair presentation of this information. In accordance with French law, we have verified that the various the information obtained by your Company from companies controlling your Company or controlled by it. Based on this work, have verified the consistency of that information with the financial statements or with the underlying information used to
Integration of CSR in our business lines6.1.1 395 impacts Management of our direct environmental 6.1.2
Responsible purchasing policy6.1.3 404 management Human Resources policy and diversity 6.1.4
Diversity and equal opportunities6.3.7 416 fundamental conventions Promotion of and compliance with ILO 6.3.8
Natixis is also a member of the French Observatory for Corporate social responsibility (ORSE) and as such participates
Organization of the CSR policy the Communication and CSR Department, the Head of which is a member of Natixis’ Executive Committee.
Investment Solutions and Insurance, Specialized Financial Services, Support Departments) and in collaboration with
Rated by various extra-financial rating agencies, Natixis recorded solid performances in social, environmental and governance
November 2016, aimed at limiting global warming to below 2°C by 2100. Countries drew up a tight timeline to finalize the covering all the priorities of social and environmental responsibility.
Renewable energies are thriving. After a record year in 2015 green energy.
improvements, i.e. lower production costs for these energies, as well as the implementation worldwide of policies in favor of by onshore wind farms and photovoltaic solar panels. Renewable energies are fully harnessing technological new renewable electric capacity are expected by 2021 (42% more compared to 2015). This growth has been driven largely revised by the International Energy Agency (1). Some 825 GW in which saw the installation of 153 GW in renewable electric power, the sector’s growth forecasts have been upwardly promises to increase further as solutions in grid integration, storage and demand flexibility are developed.
Natixis Lease subsidiary Natixis Energéco is an active support of renewable energies in mainland France and overseas territories.
396 REGISTRATION DOCUMENT 2016 - Natixis be broken down as follows: The “Sofergie” portfolio of project finance and leasing activities arranged by Natixis represented over 21 GW at end-2016, which can
In addition to this financing, Mirova’s Renewable Energy Infrastructure team concluded three landmark deals via the Mirova EuroFideme 3 fund: the first capital co-investment by the European Investmenta quarter of 2017; Bank (EIB) for the construction of the Langmarken onshore wind farm (Sweden). Commissioning is scheduled in the first projects and seven wind power projects in the French regions of Occitanie, Provence-Alpes-Côte d’Azur (PACA) and Picardie; energy infrastructure build in France for a total amount of €300 million: the transaction includes two solar photovoltaic a partnership with the Valeco Group for the largest renewablea
At the end of 2016, Mirova - EuroFideme 3 had a total of 12
Responsible investment solutions6.1.1.2 defining its investment strategies for its clients. Natixis believes that by factoring in sustainable development concerns it can
Natixis places a high value on extra-financial criteria when offer its investors solutions that create long-term value.
Natixis’ Corporate & Investment Banking division boasts one of investment recommendations in equities, credit, fixed income, forex and commodities.
Comprising four senior analysts, the SRI research team uses a multi-asset approach (equity, credit, infrastructure) to offer etc.)/ market opportunity approach.
(green bonds) segments: a wide array of publications, daily analyses of ESG news and controversies; thematic explanations
of shareholder engagement strategies; assistance in structuring the ISR investment process; facilitation of thematic and from a financial point of view, as well as an environmental, economic and social point of view.
and experts in solidarity-based finance and project financing). Mirova offers its investors solutions that create long-term value 60 multi-disciplinary experts (specialists in thematic investment management, engineers, financial and ESG analysts, specialists dedicated responsible investment subsidiary, comprises some In asset management, Mirova, Natixis Asset Management’s
Created in early 2016 by the French Ministry of Finance and Public Accounts, the certification serves to enhance the visibility of SRI management to investors. It allows investors to easily identify investment products that include ESG criteria in their investment policy.
Asset Management has implemented a responsible asset management policy, applicable to all its investment processes
committees and dedicated working groups; support of academic research, signing of numerous Investor Statements, co-construction and promotion of RI/ESG standards witha SRI professionals: active involvement in over 15 market
Management’s strategy, and as such a number of initiatives have been taken to: The issue of climate change is deeply embedded in Natixis Asset the portfolios of Natixis Asset Management; portfolios, with a view to measure the carbon footprint of all
Mirova and Cabinet Carbone 4. The method was first used in 2015 to measure the carbon footprint of Mirova’s equity measure the carbon footprint of investment portfolios via thea innovative Carbon Impact Analytics method developed by carbon-intensive sectors by factoring in ESG criteria in all its investment processes and by defining a sector-based policy reduce Natixis Asset Management’s exposure toa specific to coal; being an active part of market developments in the area of structural changes to regulations and standards, such as: promote asset management that support climate action bya well as the definition of a low-carbon strategy; Article 173 of the energy transition act to promote greenj growth which sets out new ESG reporting requirements, as introduction of the Energy and Ecology Transition for thej Climate certification.
Mirova was awarded the TEEC certification in three of its flagship areas of expertise (environmental equities, green bonds
Reference made to a ranking, award and/or rating is not a guarantee of the future performance of said fund(s) or fund manager(s).(1)
The first solidarity-based fund of Natixis Asset Management, Natixis Impact Nord Sud Développement, was launched in 1985. A complete range(3) of SRI and solidarity-based funds developed in the years that followed.
“Insertion Emplois” venture capital funds (FCPs)a €394 million in assets at December 31, 2016 (versus creating or ensuring jobs for people in difficulty. In addition to direct subscriptions, these mutual funds derive inflows from
Created in 1994 in partnership with France Active, the “Insertion Emplois” product range is made up of three funds life insurance products, institutional investor equity and employee savings plans. The “Insertion Emplois” FCPs totaled €369 million at end-2015).
AM open-ended, dedicated and employee savings funds (a) SRI and solidarity assets under management (in billions of euros) in Natixis
Natixis Asset Management. SRI and solidarity investment flows continued to perform well in 2016, but was down slightly by percentage of assets managed by
AEW Europe, a subsidiary of Natixis Global Asset Management following environmental criteria are factored into its asset management: BBC) (2) are accepted; for the acquisition of new buildings, only properties that havea obtained environmental certification (HQE, BREEAM, LEED or are included in the provisional spending budget for environmental improvements; for the purchase of existing buildings, environmentala performance assessments are systematically carried out and for the portfolio under management, actions plans have beena implemented, in relation to home-owners and renters, to improve environmental performance and comply with the energy transition for green growth act.
The Green Rating tool that AEW Europe helped to establish has been updated with six new indicators to assess real estate
Environmental law. This is the Greco (Grenelle Compliance) project which, since 2012, has already examined a portfolio of the monitoring policies relative to asbestos were rolled out for the entire portfolio under management, and an HSE (Health, all assets in its portfolio has been under development since 2015. With this system, the properties’ environmental representing average cost savings of 15% on the equipped buildings. Furthermore, an environmental information system for buildings in use, an energy and water consumption monitoring system has been up and running at 80 sites since 2012,
HQE: haute qualité environnementale (high environmental quality), a voluntary French standard; BREEAM: Building Research Establishment (BRE)(2) Environmental Assessment Method, a voluntary UK standard; LEED: Leadership in Energy and Environmental Design, a voluntary US standard.
In addition, various solutions for reducing energy consumption association of investment property companies (Association française des sociétés de placement immobilier - ASPIM) which
Purchases of certified assets (as a % of new purchases) 13 18 50
Number and type of assessments on the portfolio of existing assets audits 15 Green Rating audits 20 Green Rating 50 DPEs 70 energy audits audits 10 Green Rating
and PBW 2, five funds managed by AEW Europe, were awarded the Green Star 2016 ranking for their environmental And, in the latest Global Real Estate Sustainability Benchmark (GRESB) survey, Logistis, AEW UK Core Fund, ERAFP, PBW 1 business Social engagement by Natixis’ Private Equity in Asia.
Equity business worldwide. Three of these companies specialize comprehensive range of products and services across the Private Through its six asset management companies, Natixis provides a
segment while remaining in line with more rigorous governance Major institutional investors are now looking to invest in the growth: its business lines are participating in this impressive market Natixis is active member of Green Bond Principles and several of
Régions, EIB, Reniew Financial ABS Green ; public sector : Land NRW, Ile-de-France Region, Fonciere des in several green bond issues in 2016, in both the private and Natixis’ Corporate & Investment Banking division was involveda funds and mandates; manages almost €1 billion of green bonds through its various Mirova implemented a specific global green bond strategy anda the SRI research teams of Natixis and Mirova have developeda to the product.
studies to help investors structure a methodological approach specific expertise in green bonds and have published several
As a signatory of the Equator Principles since 2010, Natixis manage, minimize and resolve as best as possible the generated quality of the management systems set up by Natixis’ client to assess the E&S risk of projects to be financed and to rate the and financial institutions. The purpose of the methodology is to applied a market methodology recognized by 89 adhering banks world.
and renewable energies, mining and metals sectors around the to, for Natixis, the infrastructure, energy (oil and gas), electricity with new projects or with extensions of projects related mainly This methodology applied to investments financing associated quality of existing E&S documentation prepared by the client (or managing transactions has been set up. It is used to assess the business lines and the ESR team are involved in assessing and An organizational structure based on the principle that both the compliance with the action plan is monitored through the lifetime action plan is provided in the financial documentation and mitigation and corrective measures of potential impacts. This if required. It also sets out to establish an action plan of importance, and call upon the services of external consultancies up), to measure and classify potential E&S impacts and risks by the client adviser if the documentation has not yet been drawn of the financing.
included in Natixis’ loan approval process. A summary of the key elements for project assessment is available on the Natixis website).
Principles report (published every year before July 31 and under the process are presented in detail in the Annual Equator place and all the information required on the operations audited The detail of this analysis and decision process, the means put in -environnementaux-et-sociaux.
of the Equator Principles Assessments carried out outside the scope of the Equator Principles.
and standards, and the services of external consultants are called are assessed on the basis of current international best practices management of the E&S risks inherent to the industry in question In each of these cases, the quality of the governance and
Analysis of involved parties reputational risk ascertain whether the borrowing company, its operator or main other transaction when deemed necessary, are checked to All the above-mentioned financing transactions, as well as any of view.
harmful to its reputation and, if applicable, consider the actions to make the business lines aware of any situation that may be having a sustainable relationship with its client, the objective is to Therefore, before making a loan decision, and in the interest of
Overview of financing transactions over the last three years three years is 189. The breakdown is represented below: The number of transactions that have been subject to an assessment, E&S risk monitoring and/or reputational risk analysis over the last
Exclusion policies have been applied to the controversial land mines and cluster bombs.
402 REGISTRATION DOCUMENT 2016 - Natixis 2016 key event Discontinuation of financing in the coal industry: an ambitious commitment mandates linked to financings of this type. Natixis will also no longer providing non-earmarked general purpose corporate worldwide, in the current state of technological progress, and will no longer accept new advisory or arrangement On October 15, 2015, Natixis committed itself to ending financing of coal-fired power plants and thermal coal mines mines.
finance coal mines that use the mountain top removal (MTR) As a reminder, in May 2015 Natixis undertook to no longer over 25% based on mining operations that use the MTR technique.
purpose financing to or invest in (2) companies whose activity is technique, and to no longer grant non-earmarked general virtually zero and in coal plant financing amounts are residual. end of 2016, these amounts in thermal coal mines financing are decreasing since its commitment made in October 2015. At the Natixis’ exposures to coal industry financing has been steadily
ENVIRONMENTAL IMPACTS MANAGEMENT OF OUR DIRECT 6.1.2 resource consumption and the production of waste and carbon company, has an impact on the environment in terms of both global warming, and raising employee awareness. buildings in an environmentally sustainable manner, combating environmental policy that rests on three pillars: managing emissions. To reduce this impact, Natixis has adopted an
operated for Groupe BPCE). workstations, as well as three data centers (two of which are Chapter 6.2) make up 291,555 m2 in office space and 18,569 financial investments and affiliates - see scopes under Natixis and its subsidiaries in France (with the exception of
Set-up and monitoring of certifications performance. BREEAM certifications attesting to their environmental Included in Natixis’ real estate are 10 buildings with HQE, BBC or
14001 certificate was extended to include the operating renewed in 2015 for a period of three years. In addition, the ISO 76% of total surface area in France). These certifications were ISO 9001(3) and 14001 (4) certified (representing 220,279m² or 2016 key event A building meeting top environmental standards
“NF Bâtiments Tertiaires Démarche HQE (5)”, BBC by Label HPE (6), “Excellent and BBC” (7) by Effinergie Rénovation. The building The “Montmartre” building was entirely refurbished according to advanced sustainable development criteria and was certified was also certified BREEAM (8) with an overall score in the Very Good category.
BREEAM: Building Research Establishment Environmental Assessment Method - certification of a building’s environmental performance in 10(8) categories.
buildings - excluding data centers (in MWh) Energy consumption: electricity, heating and cooling utilities in office weather conditions (heatwaves and cold snaps). consumption of its buildings, due in particular to unfavorable In 2016 Natixis recorded a 4% increase in the energy weather conditions.
promoting the employment of disabled persons by adapting disability policy and carries out various projects aimed at The Real Estate and Logistics Department implements Natixis’
(See insert below); Company’s handi accueillant (“disability-friendly”) facilities. refurbished the Natixis Mobility zone, thus completing the buildings, the Real Estate and Logistics Department refurbishing the meeting and training rooms of Natixis’ main mobility or who are visually or hearing impaired). After different disabilities (employees or visitors with reduced installation of meeting rooms accessible to persons witha presence and request assistance via their smartphone; use this service to notify the building’s security station of their with a color sticker at the entrance, staff and/or visitors can “just bip” assistance system: available in buildings markeda signage and reserved spots in car parks.a building was also made accessible to persons with reduced hearing impaired.
laptops, etc.), streamlining of the printer pool with the general providing mobile equipment to employees (cell phones, IT: energy saving systems for computers, stricter rules fora
Action partnership on October 12, 2015. Under this partnership, Natixis commits itself to reduce the energy consumption of As part of its long-standing commitment to reducing its direct impact on the environment, Natixis signed the Paris Climate
According to a first report, in 2016 the energy consumption of its buildings came down by over 27% compared to 2010.
a conference, in partnership with the Paris City Hall, on watera 2016 key event Events during the 2016 sustainable development week
Natixis held several events to raise employee awareness and encourage participation: César) to learn about sustainable development solutions that have been tested on all four corners of the globe; screening of the film Tomorrow, directed by Cyril Dion and Mélanie Laurent (named Best Documentary Film at the 2016j a presentation on how Natixis includes CSR matters daily into the growth of its business;j fun and educational stands run by Engie and Paprec on energy management and recycling;j to win an electric bicycle.
and online quiz for employees to test their knowledge on Natixis’ sustainable development measures, and stand a chancej mentoring for dedicated to female staff, and a family day.
2009, and in partnership with the Company’s business lines, commitment in 2016 via the “Engagés” campaign. Founded in At Natixis Asset Management, teams upheld their social
Resources allocated 6.1.2.4 risks and pollution to the prevention of environmental building.
drills simulating the accidental spilling of pollutants in each environmental risks and pollution are notably used to conduct in-depth training in this field. The systems for preventing technical maintenance of the group’s buildings receive more The people responsible for the management, operation and the upkeep of technical facilities where there is a risk of maintenance teams in surveillance and alert procedures and in In 2016, 12 exercises were also conducted to train the spreading Legionella bacteria.
Logistics Department have also received training in Groupe The main technical managers within the Real Estate and also contains standards relating to environmental certifications. each type of outfitting and improvement operation. This charter the regulatory and environmental obligations to be observed for BPCE’s regulatory and environmental charter, which specifies
“sustainable development” clauses in invitations to tendersa posed a high risk for Natixis.
companies that responded were given an overall score that software developers and furniture manufacturing). None of the catering, IT equipment manufacturing, temping agencies, service providers (IT hardware and services, advisory services, department conducted a sustainable development survey of 30 In 2016, and in keeping with previous years, the purchasing services: and by identifying new opportunities in the area of intellectual maintain current service agreements, despite market renewals, working with disability-friendly service providers by striving to The purchasing department also confirmed its commitment to
competency of the disability-friendly service provider and market identify new options which will be explored according to the Through management meeting participation, it was possible to €2.5 million in 2016, increasing compared to 2015 (€2.3 million). The budget allocated to disability-friendly service provider totaled 2016 key events Small Business Act the interest of harmony between the two parties. with the Small Business Act. The charter sets out the rules for a balanced working relationship with these enterprises in In 2016 the purchasing department drew up a best practices charter for small and medium-sized enterprises in accordance
New contract with a vocational rehabilitation center for vertical banner management products by recycling over 95% of them. All this is managed by a vocational rehabilitation center. (EST) for the production and management of vertical banners. The contract prevents waste and improves the lifetime of the The purchasing department and Communications Department set up a new contract with a vocational rehabilitation center
to the long-standing trust of its customers. history. It owes its success to the commitment of its people and Natixis is a company enhanced by the richness of its identity and policy is to support the Company’s transformation by offering digitalization or new ways of working, the aim of Natixis’ HR In a context of constant and profound change, be it regulatory, respectful of all parties.
solutions to ensure its long-term performance, and which are priorities: The Human Resources Department’s road map outlines four ability to manage change, foster an international culture; develop the employability of its people, strengthen leaders' term, particularly given the impact of new technologies, must anticipate the skills it will need in the medium and long supporting the transformation of the business lines: Natixisa regularly measuring their commitment, by nurturing an promoting the employee experience, by supporting anda etc.), and by improving the quality of life at work; inclusive approach to diversity (gender diversity, disability, enhancing operational excellence: The Human Resourcesa for new-comers; monitoring device “HR Cockpit”, as well as "on boarding" tools own tools and processes, implementing, for instance, the it is working on improving the efficiency and digitalisation of its Operational Excellence program launched in 2016. Accordingly, Department fully supports Natixis’ Transformation and potential leaders to strengthen leadership capacities. 2015, offers development opportunities to leaders and the “Purple Academy”, Natixis’ internal university created in integrated into staff appraisals and career committees. Lastly, involving managers and Human Resources, has been employability. In addition, a talent management framework, developing talent is a cornerstone of Natixis’ HR strategy. The actively developing talent: Attracting, retaining anda employees can stay on top of their game and enhance their Company grants important means in training so that its
Natixis approved by Top Employers method of analysis used around the world. Natixis was Top Employers 2017 certified in France. Institute. The excellence of Natixis’ working conditions and its Human Resources environment were approved according to In 2016 for the first time Natixis submitted its main HR processes and policies for assessment by the Top Employers
research, giving it globally recognized expertise in innovative closely combined therapeutic care with basic and clinical fundamental research. Fondation Gustave Roussy has always renewed its commitment in 2016 by awarding a research grant researching the personalization of cancer treatment, Natixis cancer research since 2011. After its support of three teams Natixis has been a supporter of the Fondation Gustave Roussy’s October” - the international campaign to raise breast cancer campaign to raise awareness about colon cancer – and for “Pink digital campaigns for “Blue March” – a nationwide month-long In 2016 Natixis was a partner of Fondation Gustave Roussy’s for staff in 2016.
awareness. Natixis also organized three awareness campaigns 2016 key events Mobilization for Movember teams.
Since 2013 Natixis has been allowing its staff to use their leave sponsorship of Planète Urgence. Natixis funds the mission to go on solidarity missions with charity associations under the hospitals, and more.
technical, material and human support to those assisted by the the Company and staff the opportunity to offer financial, line with the Natixis Asset Management CSR policy, and offers with reintegration. This community outreach sponsorship is in helps the disadvantaged with emergency housing and assistance Mie de Pain”, an association in the 13th district of Paris that Since 2010 Natixis Asset Management has been a partner of “La
A leg-up on community projects projects received financial support from Natixis in 2016: “Du employees through the Natixis Intranet, is objective and fair. Four fields. Project selection, which is subject to a vote by all employees in the humanitarian, cultural, scientific and sporting call for projects to support individual or collective initiatives led by In 2016 Natixis organized the fifth annual “The Boost” event, a
“Enfance Partenariat Vietnam” and “Partenariat Centre Bessin au Népal”, “Institut Africain de Risk Management”,
backgrounds to find their first job. In 2016 Natixis mentored an people from priority neighborhoods or disadvantaged “Nos Quartiers ont des Talents” program aimed at helping young Since 2011 Natixis managers have been involved in the
408 REGISTRATION DOCUMENT 2016 - Natixis and methodology Reporting frameworks 6.2
(managed scope) International Natixis financial investments -excluding affiliates Natixis and its subsidiaries* abroad -excluding
Companies of which at least 50% is held directly or indirectly.*
affiliates and financial investments; “managed” scope within the CSR meaning, which excludes both scopes have been under review since 2015 to align it with the The definition of the “Natixis France” and “Natixis International”
by the total number of employee workdays theoretically maternity or parental leaves, etc.) multiplied by 100 and divided (due to illness, accidents in the workplace or in transit, the absentee rate is the total number of business days absenta
Exclusions pollution: operations, which do not generate any serious or specific considered to be irrelevant given the nature of Natixis’ Some pollution indicators have not been included as they are damaging to the environment; discharges into the air, water or ground that are seriously measures for the prevention, reduction or remediation ofa specific to a particular activity.
relevant as, given the layout of its buildings, which are often item being immaterial to the nature of Natixis’ operations. Likewise, actions against food waste were not included, this guarantees in 2016.
Finance, Risk, Corporate Secretariat and IT departments; Support departments and others: +52 FTEs, primarily in thea
Altus (-198 FTEs). Financial Investments: -252 FTEs, particularly with the sale ofa
France by 2019. In parallel, Natixis plans to create 150 jobs in its IT department in
In 2016 the conversion of fixed-term employment contracts into permanent employment contracts were added to new hires and removed from departures.(b)
Staff who have done an internal transfer were also surveyed with a view to improve the quality of the frameworks and processes in place and better understand their expectations with regards to support.
Rate of internal transfers between divisions (as a %) 16.8 25.4 23.1
The governance set up by Natixis in these areas provides for a complete review of its compensation policies and adherence to guidelines when implementing these policies. A detailed description is given in Chapter 2, Section 2.4.
Voluntary employee profit-sharing (in millions of euros) * 118.4 125.3 112.2
hours includes several types of contracts (part-time, short-time, special working conditions for employees with disabilities, etc.) and provides for the associated terms and conditions of compensation and social security contributions.
Within Natixis S.A., the collective work week is 38 hours and employees also enjoy compensatory time off in lieu of overtime. The current set of agreements on the management of working
Overtime (in annual FTEs) (b) 10.9 11.8 10.7 2014 figures restated (pro forma 2015) in accordance with the new(a) definition of “managed” scope.
At the end of 2015 the Senior Management Committee the “15 work/life balance commitments” charter. An initiative of the French Ministry of Social Affairs, Health and Women’s Rights, and by the OPE (French observatory aimed at improving the balance between work and home life), the charter encourages signatory companies to take action in favor of a better work-balance.
Agreement on method relative to the negotiation of Natixis’ future health insurance scheme 100 10/11/2016 path of staff representatives in the context of a banking environment that is experiencing significant change, requiring the adaptation of our structures and business lines. The agreement applied to all the entities of Natixis France.
In January 28, 2016, an agreement was signed with BPCE on the career path of staff representatives. It sets out the importance of
A collection agreement was signed in 2010 and is a cornerstone of this policy to prevent stress and psychosocial risks.
As part of the prevention of stress and psychosocial risks, Natixis has undertaken a number of measures to encourage a proactive
In 2016 negotiation began with the unions to consolidate the approach to preventing and treating stress and psychosocial risks through the Committee on Psychosocial Risk Prevention and Monitoring, as well as tools to assess stress and the social environment in the workplace.
The Stress Observatory thus allows every employee to answer a questionnaire when they go for their regular medical check-up stress level of staff within the Company and how it changes over time, based on organizational and geographic criteria. The results are presented each year to the CHSCT.
and then discuss the results with the Company physician. From a company-wide standpoint, the observatory is used to maintain a statistical database that makes it possible to measure the global
Natixis S.A.’s Caen and Reims locations, and all eligible subsidiaries (50-employee threshold), have a CHSCT consisting of employee representatives who, in cooperation with
Frequency of workplace accidents (a) (by number per million hours worked) 5.8 6.66 7.16
Severity rate of workplace accidents (b) (by number of days of incapacity per thousand hours worked) 0.11 0.14 0.14
415REGISTRATION DOCUMENT 2016 - Natixis 2016 key event Illness prevention for employees
The Company’s training policy, in line with the New Frontier strategic plan, is one of the key factors aimed at furthering the career development of employees as well as the development of
2016 key events Learning Hub the latest developments at Natixis. It also gives access to specific training themes: This portal is accessible to all staff and was set up in 2016. It showcases the courses from the training catalog according to digital Learning covers all training that staff can follow independently using material that ranges from the most traditionalj to the most innovative; APP, an application for tablet or smartphone for free access to videos, articles and exercises. English Hub helps staff improve their English by giving free access to English-language websites. Also included: Englishj
As a signatory of the diversity charter since 2009, Natixis is
au féminin” training program for women and 62 female employees attended the new “Progresser au féminin” program for potential “technician” level or at management level 1.
Moreover, Natixis’ Senior Management supports the WINN (Women in Natixis Network) - a network created in 2012 of women in executive positions. Laurent Mignon, Chief Executive Officer, and Laurence Debroux, independent director of Natixis and runs a women’s network that focus on various themes pertaining to professional and personal development. Members can participate in a number of activities: mentoring, interaction with other networks, feedback, getting to meet influential women and members of Senior Management, conferences, taking part in sporting events, etc. The representatives of WINN regularly meet with Natixis’ senior managers to advance the issue of gender diversity within the Company.
Percentage of women in the workforce (as a %) (a) 51.6 51.6 51.5
Percentage of women on the Executive Committee (as a %) (c) 20.5 12.1 13.3
Percentage of women promoted (as a %) (c) 61.4 60.3 57.6
services and professional integration. The projects themselves were also varied and complementary in 2015, as they were directly associated with the association’s activity or helped
Three conferences on retirement were also held this year and were attended by more than 200 employees. In addition, interested employees were able to take part in individual retirement interviews and in “Preparing for retirement” training initiatives.
At the end of 2016 the portion of staff over 55 years old in the
Natixis’ commitments are as follows: which under permanent employment contracts), taking the number of Natixis employees with disabilities to 360.
Support people with disabilities through concrete actions :a adapting workstations and working hours, transport assistance, funding specialized equipment (devices, interpretation, etc.). 220 compensation measures were implemented during the period covered by the framework agreement, i.e. 2014 to 2016.
Change mindsets and defeat prejudices on disabilities: annuala information campaigns, information workshops, raising awareness among teams, etc.
To sustain these efforts in the long term, negotiations began in the third quarter of 2016 with employee representative bodies to draw up a new framework agreement for 2017 to 2019.
418 REGISTRATION DOCUMENT 2016 - Natixis 2016 key event 2016 disability awareness campaign across France.
several weeks in November and December. The program included concerts, meet-and-greets and musical performances by disabled artists in a show of disability and talent. The events were attended by over 2,000 staff across 17 locations
To overcome stereotypes and drive diversity, this year’s disability awareness campaign “HandiCAP sur la Culture” ran over
The average age of Natixis employees in France in 2016 was 43.3.
Global Compact, Natixis complies with all the ILO’s rules, particularly freedom of association and the right to collective
These rules are applied within the Company, in accordance with the labor law and professional regulations in effect in each country.
These rules are also applied to the projects financed by Natixis: the bank focuses on the impact of projects on the local populace, in accordance with International Finance Corporation (IFC) standards.
Waste-sorting is managed by the Real Estate and Logistics Department and has now been extended to all of Natixis’ buildings. It consists of the following: sorting and recycling of paper in offices;a collection and special disposal of used ink cartridges anda batteries; by recycling companies; recovery of WEEE (Waste Electrical and Electronic Equipment)a sorting and recycling of plastic pens.a
Within the ISO 14001-certified operating scope managed by the Real Estate and Logistics Department (76% of office space in France), all waste is sorted: ordinary industrial waste (paper, 2016 key event Eco-cups
In 2016 Natixis Interépargne and Natixis Intertitres employees (over 800) were each given received a reusable and recyclable polypropylene cup to replace the disposable polystyrene drinking cups previously used.
Consumption in m3 per m2 of usable floor area 0,24 0.23 0.26
There was an increase in water consumption between 2016 and 2017 on account of a high number of leaks in various buildings.
Including office space managed by the Real Estate and Logistics Department and office space managed by third-parties (owners or property(1) managers).
Percentage of recycled and/or eco-certified paper (as a %) 100 99 98.04
been optimized by streamlining the printer pool and rolling out multi-function printers configured to print on both sides
Several of Natixis’ business lines have taken steps to optimize or reduce paper consumption on behalf of customers: Natixis Intertitres is the first player on the payment vouchera market to use 100% recycled paper to print its Chèque de Table® restaurant vouchers and accompanying documents. Natixis Intertitres has also undertaken to print fewer personalized restaurant vouchers by encouraging clients to use standard paper Chèque de Table® vouchers. Natixis Intertitres has been selling the Apetiz meal voucher card since 2014. Apetiz is an eco-friendlier and more sustainable prepaid payment solution with a three-year validity period, which will help reduce the quantity of packaging and number of deliveries; paperless. It will be extended these services to all its customers via its Premium Digital offering. Natixis Interépargne will be 100% digital by 2018; processing of employee incentives and profit-sharing is now as part of the digital transformation of its services, Natixisa Interépargne launched its e-statements and 100% of its launched in 2015, the Centre d’Expertise et de Relation Clienta (CERC - Center for Expertise and Customer Relations) in Villeneuve d’Ascq has decided to go paperless by developing an entirely digital management process.
2016 key event E-consent subscriptions number of e-consent subscriptions to 30,000. This figure represents 38% of accounts and is the highest of all issuers on the Paris market (Source: Cliff survey). By agreeing to these terms, shareholders are caring for the environment and participating in a socially-conscious action: for every subscription to receive the brochure electronically, a donation is made to the Fondation Gustave Roussy for cancer research.
For the fourth consecutive year, Natixis held its socially-conscious shareholders campaign (“Actionnaires solidaires”), sending the Notice of Meeting brochure for the General Shareholders’ Meeting electronically. The new campaign was an outright success, with over 3,000 more shareholders agreeing to receive the brochure via the Internet, taking the total
Total energy consumption of buildings and data centers (in MWh) 59,099 58,352 60,623
Energy consumption: electricity, heating and cooling utilities in office buildings - excluding data centers (in MWh) 57,397 55,151 56,122
Energy consumption of the data centers (in MWh) 1,702 3,201 4,501
The carbon assessment established by Natixis concerns a wide perimeter integrating scopes 1, 2 and 3. The scope 3 is the most important with the purchases of goods (paper, stationery, furniture) and services (intellectual services, multi-maintenance technique, commuting assistance, employee meals, etc.). The scope 3 also contains employee travels, real estate, computer hardware, freight and waste.
This carbon assessment does not take into account the major impact of the investments and financing operated by the bank.
was carried out by the asset management company Mirova, measuring the carbon footprint of its equity portfolio in 2015(1), with a view to measure the carbon footprint of all portfolios of Natixis Asset Management.
Discussions on this theme begun at Natixis and a first evaluation
In addition to this reduction plan linked to our operations, many low-carbon initiatives are in place to reduce the impact of the Bank’s financing and investments on the climate: energy and sustainable infrastructure financing, as well as in green bonds; financing green growth: Natixis is a major player in renewablea climate-friendly investment solutions: Mirova, the investmenta firm of Natixis Asset Management, and specialized in responsible investment, offers a range of material on the fight against climate change; reducing exposure to carbon-intensive sectors: Natixis hasa committed itself to no longer finance and invest in the coal industry; These measures are detailed under section 6.1.1.
A company-wide travel plan has been in place since 2008, with a series of measures promoting the use of public and low-impact transportation, or carpooling: employees are encouraged to use the public transport neara sites, with a public transport pass reimbursement rate of 60%; bike stands have been installed (272 bike stands at 13 sites ata the end of 2015) and employees regularly use the Vélib’ bikes provided by the City of Paris; have been gradually introduced (at the end of 2016, there were 43 spaces at 12 Natixis sites).
parking spaces with recharging sockets for electric vehiclesa 2016 key event “Petits vélos de Maurice”
Car fleet management significant. In 2016 alone nearly 13 million kilometers were covered. Natixis is therefore selecting eco-friendlier vehicles - in terms of both CO2 and polluting particle emissions - under its car policy.
The maximum authorized CO2 emissions rates are: 180 g maximum authorized CO2 emission;a 140 g for vehicles assigned to Category 1 sales representativesa and managers; 115 g for service vehicles.a eliminate the use of diesel cars. The car policy no longer offers diesel cars to Natixis managers. This policy was expanded in 2015 to include company cars used by sales staff.
Electric and hybrid vehicles now make up 6% of the Company fleet.
costs and managing the environmental impact of these trips. This policy applies to Natixis and its subsidiaries, excluding financial investments in France. The subsidiaries and branches abroad establish travel rules that are consistent with the
This includes rules on travel that have an environmental impact: when a destination can be reached by both rail and air, trainsa are now compulsory for a number of destinations in France and Europe (depending on journey time); economy class is compulsory for domestic flights, flightsa between European countries and intercontinental flights of less than four hours; manager, exceptional circumstances). Natixis also prefers that its employees use “green taxis” (hybrid vehicles) for travel; the use of taxis and the reimbursement of per kilometera expenses are governed by rules on specific use (approval by when vehicles are used on a short-term rental basis, thea category depends on the circumstances (number and type of people transported); 58,288 video conferences were held in 2016 (compared to the use of alternatives to travel should be preferreda (conference calls, video conferences and web conferences). Use of these alternatives further increased at Natixis in 2016: listed to cover the worldwide scope has been tasked with applying these rules to travel booked by employees.
Adapting to climate change is a challenge that is incorporated in Natixis’ activities (indirect impact) and in its operations (direct solutions offered by Natixis in the energy sector already take the carbon factor into account.
Continuity Plan (BCP), which addresses the management of extreme weather-related events and their consequences on its buildings and data centers.
In addition, as a bank that has signed the Equator Principles, Natixis pays particular attention to the protection of biodiversity in relation to financed projects, in accordance with International Finance Corporation (IFC) standards.
Natixis is the corporate, investment, insurance and financial to providing financial advice and support to its business services arm of Groupe BPCE. Its activities are entirely dedicated advancement of the countries where it operates.
Furthermore, Natixis is the French market leader in solidarity or environmental utility, including the creation of jobs or investment, allowing it to support companies with a high social projects and development projects in the southern hemisphere. low-income housing for disadvantaged people, organic farming non-profit organizations, described in section 6.1.5. Finally, Natixis sets up numerous partnerships with local
In accordance with its responsible purchasing policy (presented current CSR standards and regulations and to encourage or in section 6.1.3), Natixis asks its suppliers to comply with commitments.
require their subcontractors to comply with these as well as by specific clauses in contracts. This requirement is covered by the supplier relationship charter
In terms of consumer protection, Natixis’ employees are obliged financial product or service is sold, they are subject to a number to go about their business in an honest and fair way. When a of rules in the interests of, and to protect, their customers: non-professional customers; professional customers, eligible counterparties and customer categorization imposed by the regulations, includinga an assessment of the suitability and appropriateness of thea to check that the customer has the level of competency products and services to be supplied: employees are obliged product or service offered and that the product meets their required to understand and deal with the risks inherent in the investment objectives.
In Madrid, last year’s objective to increase number of women in are part of the Branch’s Steering Committee composed of 7 Management Committees was achieved. Today three women people in total.
In Moscow, the overall gender ratio is in favor of women and Natixis aims to maintain the gender balance in its hiring policy.
Measures promoting the employment of disabled persons those who may have a disability.
Staff with medical conditions (i.e. back problems). In Dubai, Natixis provides specially adapted chairs and desks for disabled persons. In Moscow, the new Natixis premises offer easy access for
Branch promotes the clear message that maintaining a healthy and practice sports (spinning, running and circuit training). The benefits from weekly fruit drops and weekly chair massages. lifestyle promotes well-being and productivity. The office also whose aim was to raise awareness of the benefits of maintaining In London, Staff participated in the annual “wellness week”, stress-type identification, Shiatsu, meditation, autogenic training, day event with a lot of different offers – back therapy training, In Frankfurt, a “health day” was held in July 2016. It was a one well as medical follow-up.
exams with, if necessary, specially adapted chairs and desks as these offers on a weekly basis and provides preventive health progressive muscle relaxation… Natixis Frankfurt also organizes to visit their parents in the office.
Milan a Discovery Day is held every year to allow staff's children weekly Pilates classes and weekly organic fruit distribution. In educate Staff on importance of posture and how to release instructor were invited to offer health check-ups as well as where employees have the choice to manage their own working tension and stress. Natixis Dubai also offers flexible hours policy hours.
Environmental information 6,000 m3 between 2015 and 2016. During the same period In London, water consumption could be reduced almost reductions were achieved by putting in place measures to reduce London also reduced electricity and paper consumption. These and the introduction of ‘motion detector lighting’ throughout the the use of dishwashers, signage to ensure taps are fully closed through implementation of double-sided printing.
consumption were achieved in Frankfurt, Dubai and Moscow introducing ‘follow me printing’. Similar reductions in office paper office. The reduction in the use of paper was the direct result of
In Dubai, eco-friendly office supplies are promoted (i.e. recycled largely unchanged from last year.
Data on water & paper consumptions was collected for Natixis’ main operations in the EMEA region: Water consumption (in m3) 2016 2015 2014
In Frankfurt and Moscow, electronic/computer waste collection is now in place. In Frankfurt, profits from these activities are reinvested into environmental projects around the world.
In London, employees are assisted with season ticket loans to from a ‘Cycle to Work’ scheme, which enables them to spread the enable them to benefit from the cost savings They can also benefit
Free cycle bays are also available for Staff in Natixis building. cost of purchasing a bike and all the safety equipment over a year.
Frankfurt and Moscow, employees also have access to a bicycle use local public transportation instead of personal vehicles. In parking area in the Bank’s basement.
offers train or subway tickets and thereby encourages Staff to In Frankfurt, in accordance with current tax regulations, Natixis encourage bicycle-sharing for getting around the city. In Milan, an agreement was signed with the local municipality to
Staff. In Madrid, Natixis pays a monthly commuting subsidy to all the choice of the new office as a majority of employees comes In Moscow, proximity to metro stations was a key criterion for walking distance from the office.
to work by metro. The metro station is less than 5 minutes
Social information development Natixis’ impact in relation to jobs and regional operation, which contributes to the development of local EMEA employees are predominantly hired in the country of employment.
Partnership and sponsorship initiatives £50 donated by the Branch per new born child.
CAMP, ACRA or VIDAS. makes donations to some non-profit organizations as DYNAMO
non-profit organization to support a solidarity-based supermarket In Madrid, Natixis entered into a partnership with Caritas the families (basic goods are subsidized to cost 80% less than “Tres Olivos”, which helps approximately 102 disadvantaged
In Dubai, the Staff’s athletic activities are subsidized by the considered without any discrimination. A number of Dubai Staff Branch (i.e. soccer games, local tournaments). Sponsorships are of Chambre de Commerce et d’Industrie Franco-Russe.
620 of the 650 Natixis employees in the Americas region work in the United States.
New hires under permanent contracts (as a %) 100,0 100,0 100,0
Compensation levels and promotion lists are reviewed to ensure from a variety of backgrounds to fill all types of positions.
Consumption of water for air conditioning. Other consumption is overseen by the building manager (quantities unknown).*
Scope: Australia, China, South Korea, Hong Kong, India, Indonesia, Japan, Malaysia, Singapore, Taiwan, Thailand 285 of the 543 Natixis employees in the Asia-Pacific region work in Hong Kong and 113 in Singapore.
Measures promoting quality of life at work performance in the Asia Pacific Region: Natixis is focused on enhancing employee well-being and and Tokyo; Balance Week”, with activities held in Hong Kong, Singapore participation for the fifth year running in the “Work-Lifea participation in the new “Work & Life @ Natixis” global initiative.a
Data on resource consumption (water and paper) were collected for the four main operations in Asia.
Waste management by default. In Singapore, paper printed on one side is reused. paper consumption: printers are configured to print on both sides In Hong Kong and Tokyo, measures have been set up to reduce are recycled.
Social information development Natixis’ impact in relation to jobs and regional the country of operation, which contributes to the development Employees in the Asia-Pacific region are predominantly hired in of local employment.
Partnership and sponsorship initiatives in the Asia Pacific Region, with an increase in staff volunteering Natixis continues to expand its contributions to charitable causes activities in Hong Kong: Green Power Hike, in support of environmental causes;a activities; new corporate volunteering scheme with two full days ofa
As a title sponsor of the Hong Kong Football Club Rugby Section in Hong Kong and in Asia more broadly. since 2014, Natixis also supports the development of this sport
Independence and quality control code of ethics (code de déontologie) of our profession and the Our independence is defined by regulatory texts, the French
March 2017. We called upon our CSR experts to help us perform of approximately four weeks between December 2016 and this work.
Our work was performed by a team of five people over a period
Auditors) relating to this assignment, and pursuant to the aux comptes (France’s National Association of Statutory fairness of the information(2) . international standard ISAE 3000 for the conclusion on the
We familiarized ourselves with the presentation of the social and environmental consequences linked to the company’s sustainable development Standards, in accordance with the resulting initiatives or programs, on the basis of meetings with activities and to its commitments, and, where applicable, to the the managers of the departments concerned.
French Commercial Code. report with the list provided for by Article R. 225-105-1 of the We compared the CSR Information set out in the management with the provisions of Sub-Paragraph 3 of Article R. 225-105 of we checked that explanations had been provided in accordance the French Commercial Code.
Article L. 233-1 and the controlled entities as defined by Article L. consolidation, i.e., the company, its subsidiaries as defined by out in the methodological note accompanying the CSR 233-3 of the French Commercial Code, within the limitations set
We held meetings with around ten individuals responsible for relevance, completeness, reliability, objectivity, and assess the appropriate nature of the Standard in terms of itsa consideration, where applicable; comprehensible nature, taking best practices in the sector into management procedures relating to the preparation of the CSR and familiarize ourselves with the internal control and risk
We determined the nature and extent of our checks and controls
activities, its sustainable development strategy and of best social and environmental challenges posed by its business practices in the sector.
most important (1): Regarding the CSR Information that we considered to be the at the level of the consolidating entity, we consulted thea corroborate the qualitative information (organization, policies documentary sources, and held meetings in order to quantitative information, checked the calculation and and initiatives), implemented analytical procedures on the ascertained that they were coherent and consistent with the consolidation of the data on the basis of spot checks, and other information provided in the management report; conducted interviews to verify that procedures are properly consolidated indicators, their location and a risk analysis, we techniques, in order to verify the calculations and reconcile the applied, and we performed tests of details, using sampling this way represented 69% of staff between 25% and 100% of data with the supporting documents. The sample selected in the other quantitative information published.
us on the basis of their activity, their contribution to the at the level of a representative sample of entities selected bya its consistency based on our understanding of the company. For the remaining consolidated CSR Information, we assessed absence of certain information.
Information, taken as a whole, is presented in a fair manner, in misstatement likely to call into question the fact that the CSR
Qualitative societal indicators: SRI and solidarity assets under management (in billions of euros). (in MWh), Energy consumption of data centers, Energy consumption of buildings and data centers, Carbon footprint assessment.
Quantitative social indicators: Staff under permanent contracts at 12/31/2016, Total headcount on an FTE equivalent basis at 12/31/2016, Total(1) number of hires, Total number of departures including redundancies, Percentage of women in the senior executive category, Percentage of
Article 4 of the bylaws) Form and transfer of shares (Chapter II, 7.2.1
Share capital7.2.2 444 capital increase authorizations Authorized but unissued capital – 7.2.3
Changes in the capital over the last five fiscal 7.2.6 years 448
Report of the Board of Directors on the 7.5.1 to the Shareholders’ Meeting resolutions submitted of the combined General Shareholders’ Meeting of May 23, 2017
Meeting approved by the General Shareholders’ II - Agreements and commitments already
commercial companies, by the provisions of the French Board of Directors. It is governed by the regulations governing by these by-laws. Monetary and Financial Code (Code monétaire et financier) and
The share capital has been set at €5,019,776,380.80 divided into 3,137,360,238 fully paid-up shares of €1.60 each.
The Company may, under the conditions stipulated by the laws intermediary communication of all information regarding the and regulations in force, request of any organization or authorized voting rights in its Shareholders’ Meetings, in particular their holders of securities conferring immediately or in the future and the restrictions to which these securities may be subject. identity, nationality, address, the number of securities they own
Any individual or legal entity owning directly or indirectly, alone or voting rights attached to the shares, including those deprived of jointly, a fraction of 1% of the voting rights (on the basis of all the
In the event of non-compliance with the notification requirement provided for in the previous paragraph and upon request,
a single person chosen among them or by a sole proxy. Joint owners are required to be represented to the Company by
The share capital may be increased, amortized or reduced by all regulations.
Throughout his term, each director shall own at least one reelected. A director’s duties end at the end of the Ordinary Directors are appointed for a term of four (4) years. They may be financial statements of the past fiscal year, held the year during General Shareholders’ Meeting convened to approve the which his term expires.
The Chairman’s duties end at the latest at the end of the
of at least one-third of the directors, or at the request of the Chief Executive Officer, on the basis of a specific agenda. The
Meetings of the Board of Directors are chaired by the Chairman of the Board of Directors or, in his absence, by the oldest
present or represented. In the event of a tie, the vote of the Chairman of the meeting is the casting vote, except for the
preparation of the annual financial statements and the management report as well as for preparing the consolidated
force, are deemed present for calculating the quorum and the and copies or extracts thereof shall be issued and certified in accordance with the law.
Minutes of meetings of the Board of Directors shall be prepared,
Company’s activities and oversees their implementation. Within the limits of the corporate purpose and the itself with any matter relating to good business practice
The Chairman or the Chief Executive Officer is required to activities under its responsibility.
structure and powers of these Committees, which conduct their reviewing issues which the Board itself or its Chairman submits to them for their examination and opinion. It determines the
On the proposal of its Chairman, the Board of Directors may decide to create Committees within the Board responsible for
The Board of Directors may delegate, to any person of its
Article 13 – Compensation of the members of the Board of Directors freely among its members.
at least two-thirds of the directors are present or representeda one-half of the directors present or represented).
The Chief Executive Officer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He
The Board of Directors may limit the powers of the Chief to any corporate officer of his choosing, with or without the option of substituting one for another.
among the directors or outside their ranks, in charge of assisting the Chief Executive Officer, with the title of Deputy Chief
In conjunction with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers office shall not exceed his term on the Board. When a Deputy Chief Executive Officer is a director, his term in
for breaches of the legal or regulatory provisions governing joint stock companies, or for breaches of these bylaws, or for
financial statements of the past fiscal year, held in the year during which his term expires. Non-voting members may be non-voting member’s duties end at the end of the Ordinary General Shareholders’ Meeting convened to approve the
determined by the Board of Directors. They may receive compensation, the amount of which is
Article 21 – Notices of the French Commercial Code. Notices are made under the conditions determined by the regulations in force.
In accordance with Article R.225-85 of the French Commercial Code, the right to take part in the General Shareholders’ Meeting bearer shares kept by the authorized brokers.
Meeting at twelve midnight, Paris time (D-2), or in the accounts of registered shares kept by the Company, or in the accounts of
With respect to holders of bearer shares, it is their authorized
Shareholders’ Meetings by a duly authorized proxy. This proxy may not represent another person.
A shareholder may always be represented at General the French Civil Code (i.e. the use of a reliable identification procedure guaranteeing that the signature is linked to the form), for by the Board of Directors that meets the conditions defined in the first sentence of the second paragraph of Article 1316-4 of which may consist of a user name and password.
Mandatory Legal Notices). Those shareholders who use the electronic voting form offered on the website created by the disclosed in the notice of meeting published in the BALO (Bulletin des Annonces Légales Obligatoires - Bulletin of the legal and regulatory provisions in force. In accordance with the decision of the Board of Directors, shareholders may method, as well as the receipt that is issued for it, will be The proxy or vote cast before the meeting by this electronic or change, depending on the case, the proxy or vote cast before that date and time.
One or more shareholders, representing at least the required portion of the share capital and acting on the conditions and 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 Deputy Chief Executive Officers, or by a director appointed by this position.
Article 26 – Minutes minutes entered into a special register and signed by the officers of the meeting.
Article 27 – Right of discovery them to make an informed decision on the Company’s management and control.
Shareholders are convened annually to an Ordinary General date, at the time and at the location stated in the notice of the meeting.
Shareholders’ Meeting by the Board of Directors, prior to the end of the fifth month following the close of the fiscal year, on the
Article 29 – Prerogatives as well as the report by the Statutory Auditors and any other report stipulated in the regulations.
Article 30 – Prerogatives nationality or increase the shareholders’ commitments. early dissolution, however, it cannot change the Company’s
liabilities is prepared. This statement is at the disposal of the Statutory Auditors and is published according to the laws in
Each quarter, a brief statement of the Company’s assets and drafted of the Company’s various assets and liabilities and accounting documents imposed by both the laws governing
Auditors according to legal and regulatory provisions. All these documents are placed at the disposal of the Statutory
Article 33 – Earnings for the fiscal year – Dividends must be resumed when this reserve falls below this tenth.
From the earnings of each fiscal year, minus any losses carried forward as the case may be, at least 5% is levied to create the
The balance of the earnings constitutes, along with any retained earnings, the distributable profit of which the Ordinary General Shareholders’ Meeting disposes freely in the framework of the
The Ordinary General Shareholders’ Meeting may also decide to references the reserve items from which the levies are made.
Company shares in accordance with the applicable legal and regulatory provisions.
Article 34 – Equity capital below one-half of the share capital approval of the financial statements having revealed these losses, to convene the Extraordinary General Shareholders’
Meeting in order to decide whether it is fitting to dissolve the Company early.
Article 36 – Disputes performance of these bylaws shall be submitted to the courts having jurisdiction where the Company has its registered office.
The share capital was set at €5,019,776,380.80 on December 31, 2016, divided into 3,137,360,238 fully paid-up shares of €1.60 each.
AUTHORIZED BUT UNISSUED 7.2.3 authorizations replaced those granted by the Combined General Shareholders’ Meeting of May 21, 2013).
The Combined General Shareholders’ Meeting resolved that these capital increases, which may not exceed an overall par securities that give access to share capital, specifically in the form of financial instruments representing debt securities.
capital increases without preferential subscription rights, could be carried out either through issuing shares or through issuing
Incentive Plan (LTIP): Award limited to 0.2% of the Company's award of free shares in connection with the Long-Terma award of free shares for the payment of a portion of annuala variable compensation: award limited to 2.5% of the share capital for executive corporate officers. Permanent allocation is contingent on satisfying one or more performance
Combined General Shareholders’ Meeting of May 21, 2013. This authorization replaces the authorization granted by the of capital increase authorizations Report of the Board of Directors on the use
of the French Commercial Code. The vesting period for these shares ended on March 1, 2016, resulting in a capital increase resolution, resolved to award 90 free shares to the Chief Executive Officer of Natixis pursuant to Article L.225-197-6 the General Shareholders' Meeting of Maiy 21, 2013, 17th
The Board of Directors of Natixis, at its meeting ona November 6, 2013, by virtue of the authorization granted by
The Board of Directors of Natixis, at its meeting on July 31,a 2014, by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, 17th resolution, resolved to award 31,955 free performance shares to the Chief Executive Officer of Natixis. These shares will be permanently vested at the expiry of a vesting period ending on July 31, 2018, subject to presence and performance conditions.
General Shareholders’ Meeting of May 21, 2013, 17th resolution, resolved to award 95,144 free performance shares
Chief Executive Officer of Natixis. These shares will be permanently vested at the expiry of a vesting period ending on
Directors on February 22, 2012 for the 2012 Plan (by virtue of the authorization granted by the Combined General Shareholders’
The vesting period for the first two tranches of the total free share grant of 6,119,373 shares, as resolved by the Board of
on February 17, 2013 for the 2013 Plan (by virtue of the authorization granted by the Combined General Shareholders'
Meeting of May 27, 2010, 18th resolution) and the vesting period
Natixis acknowledged that the number of shares to be issued to the beneficiaries of the 2013 Plan came to 561,732 new shares new shares.
of Directors invested the Chief Executive Officer with all the necessary powers in particular to set the Subscription Price
The Board of Directors, at its meeting of February 10, 2016,a proposed shares under the Mauve 2016 plan from June 27 to June 30, 2016 inclusive and set the beneficiary Subscription
each with a par value of €1.60 (i.e. a nominal amount of
SHAREHOLDERS’ MEETING SUMMARY TABLE OF CURRENT AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS BY THE GENERAL R
securities providing access to the capital of the Company or entitling €1.5bn months None None 5/19/2015 14 access to the capital of the Company or entitling holders to the allotment preferential subscription rights – of shares and/or securities providing of debt securities.
To carry out a capital increase shares and/or securities giving access to the capital of the Company through the issuance – without preferential subscription rights – of
To increase the share capital via the incorporation of premiums, €1.5bn (a)
To increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights 15% of the initial issue (a) months
This authorization involved a maximum of 10,000,000 shares (i.e. 15,400,000 shares following the adjustment resulting from the September 2008 capital increase).
Meeting authorized the Natixis Management Board to grant, on one or more occasions, stock options to some, or all, employees or directors of the Company or of related companies, within the meaning of Article L.225-180 of the French Commercial Code.
options to certain employees and directors of Natixis, Groupe In 2007, the Natixis Management Board resolved to grant stock
This authorization also involved a maximum of 10,000,000 shares (i.e. 15,400,000 shares following the adjustment resulting from the September 2008 capital increase).
once again authorized the Natixis Management Board to grant stock options to some, or all, employees or directors of the Company or of related companies, within the meaning of Article L.225-180 of the French Commercial Code.
No stock options were granted in fiscal years 2009, 2010, 2011,
Options awarded by the issuer during the year to the 10 salaried employees of the issuer and of all the companies within its scope who were awarded the most options 0 n/a n/a who hold the most options thereby awarded
CHANGES IN THE CAPITAL OVER THE LAST FIVE FISCAL YEARS7.2.6 of the fiscal year
The table below gives details of the amount of additional paid-in capital for each of the transactions impacting the share capital.
Shares issued in respect of the capital increase reserved for employees
Free shares awarded 3,114,520 4,983,232 employees Shares issued in respect of the capital increase reserved for 8,505,624 13,608,998.40 31,428,280.68
At December 31, 2016, Natixis’ main shareholders were as follows: % capital % voting rights
In accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code: the Natixis Board of Directors, at its meeting on February 22,a 2012 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 27, 2010, resolution eighteen), decided to award 6,119,373 free shares to certain employees of Natixis and its subsidiaries; of Natixis and its subsidiaries; the Natixis Board of Directors, at its meeting on February 17,a 2013 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 27, 2010, resolution eighteen), decided to award 1,724,325 free shares to certain employees the Natixis Board of Directors, at its meeting on November 6,a 2013 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen), decided to award 90 free shares to the Chief Executive Officer of Natixis; (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen), decided to award 31,955 performance shares to the Chief Executive Officer of Natixis; the Natixis Board of Directors, at its meeting on July 31, 2014a the Natixis Board of Directors, at its meeting on February 18,a 2015 (by virtue of the authorization granted by the General Shareholders’ Meeting of May 21, 2013, resolution seventeen) decided to award 95,144 performance shares to the members of the Natixis Senior Management Committee.
which 47,463 performance shares to the Chief Executive Officer of Natixis.
Shareholders’ Meeting of May 24, 2016, resolution nineteen) decided to award 103,820 performance shares to the members of the Natixis Senior Management Committee, of the Natixis Board of Directors, at its meeting on July 28, 2016a (by virtue of the authorization granted by the General
the scope determined by the Board of Directors and comprising The Mauve plan is reserved for Company employees included in
In order to implement the Mauve 2016 plan, the Board of Directors invested the Chief Executive Officer with all the necessary powers, in particular to set the Subscription Price and the subscription period for the shares to be issued.
On July 26, 2016, the Chief Executive Officer of Natixis value of €1.60 (i.e. a nominal amount of €12,783,115.20 and additional paid-in capital of €13,390,313.18), and the by-laws were amended accordingly.
NATURAL OR LEGAL PERSONS EXERCISING OR POTENTIALLY EXERCISING 7.3.6 CONTROL OVER NATIXIS
7 LEGAL INFORMATIONInformation from Article L.2251003 of the French Commercial Code 452 REGISTRATION DOCUMENT 2016 - Natixis
Article L.225-100-3 of the French Commercial Code requires companies whose securities are admitted for trading on a regulated market to make available and explain certain
Draft resolutions of the Combined 7.5 General Shareholders’ Meeting of May 23, 2017
The final versions of these drafts will be published in the French official gazette (BALO) of April 12, 2017, and posted online on the Natixis website: www.natixis.com.
The draft resolutions below are the drafts available as of the date of publication of this registration document.
REPORT OF THE BOARD OF 7.5.1 DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING
resolutions submitted by your Board of Directors to your General Shareholders’ Meeting.
You may refer to the 2016 Natixis registration document for the statement on the financial condition, activity and results of
Twenty-two resolutions will be submitted to the shareholders at the Combined General Shareholders’
Meeting and concern fiscal year 2016: (i) approval of the financial statements and appropriation of earnings, (ii) approval of related-party agreements and commitments, (iii) advisory opinion on the components of compensation due or granted in the first 12 resolutions (resolution one to resolution twelve)a require the approval of the Ordinary General Shareholders’
Directors) and (iii) powers to complete formalities related to this Combined General Shareholders’ Meeting.
Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to twelve)
Approval of the financial statements for fiscal year 2016 (resolutions one and two)
and, after taking into account retained earnings of €664,526,514.09 and allocation to the legal reserve, distributable profits of €2,204,902,830.38.
Resolution three covers the appropriation of the corporate earnings of Natixis: payment in cash of an ordinary dividend of €0.35 per share. Natixis’ parent company financial statements as at December 31, 2016 show net income of €1,621,448,753.36
Resolution three proposes to: allocate €81,072,437.67 to the legal reserve;a pay a dividend of €1,097,976,103;a allocate the remaining distributable profits to retained earnings,a reflects Natixis' activity in 2016 (€0.25 per share) and its wish to award its shareholders any capital that would exceed the Common Equity Tier 1 ratio target, if there are no significant acquisitions in 2016 (€0.10 per share).
Accordingly, the dividend per share is set at 35 (thirty-five) euro cents, and will be deducted entirely from distributable earnings for 2016. The economic reasoning behind this dividend is that it
primarily be charged against the dividends received by Natixis that are eligible for the taxation system for parent companies and subsidiaries provided for under Article 4.1 of Directive 2011/96/EU of November 30, 2011, and against the earnings of
The paying establishment will collect the non-definitive withholding tax set out in Article 117 quater of the French
In accordance with legal provisions, we remind you that for the three fiscal years prior to fiscal year 2016, the following dividends were distributed: year Fiscal on which a dividend was paid Number of shares
Opinion on the components of compensation due or granted in respect of the fiscal year ended December 31, 2016 to each executive corporate officer (resolutions five and six)
December 31, 2016, i.e.: François Pérol, Chairman of the Board of Directors, and Laurent Mignon, Chief Executive Officer.
executive corporate officers in respect of the fiscal year ended which Natixis refers in application of Article L.225-37 of the French Commercial Code, the purpose of resolutions five and six is to submit to the General Shareholders’ Meeting the components of the compensation due or granted to each of the Company’s
For detailed information on all of the components of compensation for Laurent Mignon, please refer to Chapter 2 of the 2016 Natixis registration document, particularly Section 2.4,
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 455REGISTRATION DOCUMENT 2016 - Natixis
determining, distributing and allocating fixed, variable and non-recurring items making up the total compensation and benefits of any kind attributable to the Chairman of the Board of fixed, variable and non-recurring items making up the total compensation and benefits of any kind attributable to the
L.225-37-2, which was recently added to the French Commercial Code pursuant to Law No. 2016-1691 of December 9, 2016, known as the Sapin II Law.
After consulting with the Compensation Committee, the Board of Directors determines the various pay components of Natixis' executive corporate officers based on the principles of competitiveness with market practices for similar roles and the way said components relate to performance.
It should be noted that the total of annual variable compensation and any performance shares awarded to the Chief Executive Officer over the period cannot be more than twice the amount of his fixed compensation.
Overall budget for compensation paid to the employees referred to in Article L.511-71 of
The definition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, published on December 16, 2013 and approved by the European Commission in Commission Delegated Regulation (EU) No. 604/2014 of March 4, 2014.
compensation during the preceding fiscal year, consistent with the three quantitative criteria defined by regulation.
either by applying 15 qualitative criteria because of their functions, their level of responsibility and their authority to materially commit the Company to transactions in terms of credit and risk profiles, or by considering their total level of
staff. A significant share of this compensation is indexed to the
In accordance with the regulations in force, Natixis has established a strict regulatory framework for the variable compensation of employees belonging to regulated categories of
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 456 REGISTRATION DOCUMENT 2016 - Natixis
The compensation policy is set out in detail in Section 2.4 of the 2016 Natixis registration document.
for fiscal year 2016, amounted to €173.12 million (excluding employer social security charges). This amount includes the fixed compensation paid in 2016, the variable compensation paid in 2016 for 2015, the variable compensation paid in 2016 for compensation and the system of deferred payment in place for the past three years is not equal to the compensation awarded previous fiscal years (2012, 2013 and 2014) and the free shares and performance shares awarded in 2012 and 2013 and delivered in 2016.
Catherine Pariset, age 63, is retired and has more than 35 years of professional experience in audit and advisory services as a the co-opting of this director. The Appointments Committee delivered a favorable opinion on
The Appointments Committee delivered a favorable opinion on the renewal of Nicolas de Tavernost’s term of office.
Resolution thirteen asks the General Shareholders’ Meeting to renew the authorization granted to the Board of Directors, for a duration of 26 months, to cancel, through a reduction in the share capital, all or part of the treasury shares held by Natixis or any prior authorization of the same nature for any amounts remaining unused (see below the summary table on the financial resolutions submitted to the shareholders).
delegations and authorizations, all of which grant your Board of Directors the ability to financially manage your Company by enabling it to increase capital through various means and for various reasons as outlined below and in the summary table that follows.
opportunities of the financial markets in France and adapt, in a timely and flexible manner, the nature of the financial instruments to be issued based on the conditions and
terms followed by an asterisk are defined in the index below.(1)
Your Board of Directors requests that you grant it the authority to cancel this preferential subscription right for some of these preferential subscription rights. These capital increases may be carried out either through issuing shares or through issuing securities that give access to share capital, or that entitle the holder to debt securities.
It is provided that the Board of Directors may not, unless
Board of Directors meetings, so that Board of Directors meetings to amend Article 11 of the Company’s by-laws, which concern Resolution twenty-one asks the General Shareholders' Meeting
Combined General Shareholders’ Meeting. favor of adopting all of the resolutions submitted to this The Board of Directors has recommended voting in
SUMMARY TABLE ON THE FINANCIAL RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’ MEETING BY YOUR BOARD OF R DIRECTORS
No. Subject Term Reasons for possible uses of the delegated power Special ceiling
Company of the months 18 Possible objectives for share buybacks by your Company: Implementing option plans a or similar plans to buy shares of the Company
Awarding or transferring a shares to employees employees or directors Awarding free shares to a
Tendering shares upon a of the securities bought back Canceling all or a portion a
Tendering shares in connection a spin-offs or asset transfers with acquisitions, mergers, recognized by the AMF of the compliance charter
Promoting the share in the a provider through an investment services contract that meets the terms in connection with a liquidity liquidity of the Company’s share secondary market or the
Authorization a public share offers unusable during in accordance are executed
The Board of a that buybacks Directors ensures such as those requirements, by regulation established with prudential of treasury Cancellation stock 26 months
Can be used to reduce a your Company's share capital 24-month period
The terms followed by an asterisk are defined in the index below.*
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 459REGISTRATION DOCUMENT 2016 - Natixis
Company's to the months 26 Can be used by your Board of a rights in favor of shareholders, without preferential subscription offer in France or abroad, by public issues and to carry out issues Directors to decide on such your Board of Directors may regulations, in which case freely set the exchange ratio below would not apply.
additional amounts for, excluding any to safeguard the issued in order
No. Subject Term of the delegated power Reasons for possible uses
Code and Financial holders the issue capital* and/or entitling of securities securities* of debt an offer through allocation to the of shares PSR*, without Issue, providing securities the Company’s access to and/or months 26 Can be used a to decide on such issues by your Board of Directors placement* offerings and to carry out private million euros hundred (500) Ceiling: five a
rights of holders to safeguard the of securities giving for, excluding any Ceilings provided a issued in order additional amounts established in the access to capital*
resolution fourteen same manner as for or securities giving Prices of shares a by your Company's Company's capital*
Option to issue a share capital or access to existing entitling holders to to be issued by to share capital yet
(ii) shares providing a Subsidiary, and/or debt securities from the allotment of company a third-party
Can be used in connection a transactions 10% of capital a adjusted
with transactions in accordance the date of this affecting it after ceiling of resolution Included in the a
Ceilings provided a securities giving of holders of access to capital*
As specified by law, a inapplicable with authorization your company (see offer initiated by resolution fourteen)
Ceiling a from the Overall to be deducted the new nominal and of the number to be capitalized securities and/or of new equity equity securities amount of existing by your Board Determination, a of the amounts of Directors, public share offers unusable during Authorization a
event of capital issued in the or without increases with months of oversubscription transaction in the event
Issue or securities of shares months in France and abroad employee shareholding Can be used to develop a million euros Ceiling: fifty (50) a to be deducted Ceiling a
Reference Price* 80% of the j or more is 10 years the lock-up period where under the plan provided for
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 462 REGISTRATION DOCUMENT 2016 - Natixis
Independent director of judgment or create a conflict of interest with the management, Company or Group.
Receive variable compensation in cash or in shares, or any performance-link compensation
Related-party agreement obtain the prior approval of the Board of Directors. The Statutory Auditors produce a special According to Articles L.225-38 et seq. of the French Commercial Code, certain agreements must report on the agreements which the General Shareholders’ Meeting must approve (“Related-Party Agreements Procedure”).
the Company and the following persons: These are agreements that are entered into directly or through an intermediary between its Chief Executive Officer;a one of its Deputy CEOs;a the French Commercial Code.
to the agreement. agreement’s benefit to the Company, particularly in respect of the financial conditions attached The prior approval of the Board of Directors is predicated upon the demonstration of the
such as when the swiftness of the transactions is essential to their success or when the issues
(with over-subscription privileges*, if applicable). If introduced, this right would allow In consideration of the waiving of PSR*, your Board of Directors may introduce a priority right
Overall Ceiling and a half billion (1.5 bn) euros. General ceiling for capital increases carried out under resolutions fourteen to twenty, i.e. one
or to (ii) qualified investors or a restricted circle of investors, provided that such investors act conditions, as this means of financing is faster and simpler than capital increases by public offer. The aim is to optimize access to capital for the Company and to take advantage of the best market
Statutory Minimum Price Minimum issue price, as stipulated by regulation, at the time of issue; i.e. currently: difference in the dividend entitlement dates.
securities giving access to capital*, the total that the Company has received for such securities for securities giving access to capital*: the price set so that, for any shares issued in virtue of a
Reference Price the opening of subscription by members of the employee savings plan, with a maximum discount the 20 trading sessions preceding the decision by your Board of Directors setting the date for of 20%.
Average of prices of the Company’s shares listed on the regulated Euronext Paris market during
the exercise of preferential subscription rights) are insufficient, unsubscribed equity securities in favor of shareholders. If introduced, in the event that subscriptions to new shares (i.e. through would be allocated to shareholders who would have exercised over-subscription privileges to
In certain circumstances, your Board of Directors may introduce over-subscription privileges subscription rights, in proportion to their subscription rights and, in any event, within the limit of subscribe to shares in greater quantity than what they could have subscribed to using preferential their requests.
Resolutions fourteen to twenty, as presented to this Shareholders' Meeting, seek to grant your a
Company's capital, either through the issue of new shares such as convertible bonds or bonds Board of Directors the authority to decide whether to issue securities giving access to the to capital and the dates on which this right may be exercised: Terms governing the allocation of securities made available by virtue of securities giving access thereby issued are maintained.
Securities giving access to capital that take the form of debt securities (e.g. convertible bonds a during specified periods or on specified dates, to the allocation of shares. This allocation may or bonds redeemable in shares, or bonds with share warrants) may give access, at any time or
any bonds redeemable in shares. waive your preferential subscription rights to any securities issued by your Company to redeem securities giving access to shares to be issued shall imply that the shareholders waive their In accordance with the law, the authority granted by your General Shareholders’ Meeting to issue
December 31, 2016; on the Company’s activities during the year ended Report of the Board of Directors and of the Statutory Auditorsa
Statutory Auditors’ special report and approval of thea seq. of the French Commercial Code; agreements and commitments covered by Articles L.225-38 et
François Pérol, Chairman of the Board of Directors; respect of the fiscal year ended December 31, 2016 to Opinion on the components of compensation due or granted ina
Mignon, Chief Executive Officer; respect of the fiscal year ended December 31, 2016 to Laurent
Reappointment of Nicolas de Tavernost as Director;a granted to the Board of Directors. Trading by the Company in its own shares: authorization to bea
Extraordinary business share capital by canceling treasury stock; Delegation of authority to the Board of Directors to reducea whether to increase share capital through the issue—with Delegation of authority to the Board of Directors to decidea securities providing access to the Company's capital or preferential subscription rights maintained—of shares and/or entitling holders to the allotment of debt securities; entitling holders to the allotment of debt securities; securities providing access to the Company's capital or
Ordinary business parent company financial statements) Resolution one (Approval of the 2016 and organization of the Board’s work and the internal control and Board of Directors on the structure of the Board, the preparation report of the Board of Directors on the parent company financial risk-management procedures established by the Company, the balance sheet, income statement and notes to the financial parent company financial statements as presented, including the financial statements or summarized in these reports. statements, as well as the transactions reflected in these statements and the management report relating thereto, and the statements for fiscal year 2016, hereby approves the 2016 reports of the Statutory Auditors on the parent company financial
with the quorum and majority requirements for ordinary The General Shareholders’ Meeting, deliberating in accordance business, hereby: December 31, 2016 and approved by the shareholders at this €1,621,448,753.36; meeting show earnings for the fiscal year of notes that the financial statements finalized as ofa amount €81,072,437.67 for the legal reserve; resolves, in accordance with the law, to deduct from sucha to €2,204,902,830.38; contributed to the legal reserve, distributable earnings amount from prior years, which total €664,526,514.09, and the amount notes that, taking into account retained earnings carried overa resolves to appropriate the distributable earnings as follows:a payment to shareholders of €0.35 per share, and(i)
Directors on February 10, 2016, which were already approved by December 31, 2016 (other than those authorized by the Board of date up until the Board of Directors’ Meeting in which the the General Shareholders Meeting of May 24, 2016) or after this were approved.
French Commercial Code, hereby approves all provisions of this provisions of Articles L.225-38 and L.225-40 to L.225-42 of the authorized by the Board of Directors during the fiscal year ended report and the new agreements mentioned therein, having been
Auditors on the agreements and commitments subject to the of the fiscal year ended December 31, 2016 of compensation due or granted in respect of Directors) to François Pérol, Chairman of the Board
Resolution seven (Approval of the principles and criteria for determining, distributing and making up the total compensation and benefits allocating fixed, variable and non-recurring items the Board of Directors for fiscal year 2017) of any kind attributable to the Chairman of distributing and allocating fixed, variable and non-recurring items attributable to the Chairman of the Board of Directors for fiscal making up the total compensation and benefits of any kind document for fiscal year 2016.
Officer for fiscal year 2017) of any kind attributable to the Chief Executive
Resolution eight (Approval of the principles allocating fixed, variable and non-recurring items and criteria for determining, distributing and the report attached to the report referred to in Articles L.225-100 account of his mandate as Chief Executive Officer, as detailed in
Company's registration document for fiscal year 2016. and L.225-102 of the French Commercial Code, presented in the making up the total compensation and benefits of any kind distributing and allocating fixed, variable and non-recurring items attributable to the Chief Executive Officer for fiscal year 2017, on quorum and majority requirements for ordinary business, acting The General Shareholders’ Meeting, deliberating pursuant to the
French Monetary and Financial Code, hereby approves the business, consulted in accordance with Article L.511-73 of the €173.12 million, paid during the fiscal year ended December 31, overall budget for compensation of any kind in the amount of with the quorum and majority requirements for ordinary
The General Shareholders’ Meeting, deliberating in accordance de Tavernost as a Director) Resolution eleven (Reappointment of Nicolas approve the financial statements for the year ending on
Articles L.225-180 and L.225-197-2 of the French Commercial Code, or by way of redemption, ordinary conversion, exchange, attached to securities convertible into the Company’s shares, presentation of a warrant or any other manner, or remit shares in connection with the exercise of rightsj cancel all or a portion of the shares bought back accordingly, orj connection with acquisitions, mergers, spin-offs or tender shares (for exchange, payment or another reason) inj contributions, or des Marchés Financiers (AMF).
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 467REGISTRATION DOCUMENT 2016 - Natixis
Resolves that Company share purchases may relate to a2) number of shares such that: General Shareholders’ Meeting. It is specified that (i) the subsequently tendered in connection with a merger, spin-off number of shares acquired with a view to being held and corresponds to the number of shares purchased, net of the calculate the 10% limit provided for by this paragraph number of shares resold during the authorization period,
Code; the number of shares that the Company holds at any timej program that may be realized by this means), by a tender or blocks of shares (without limiting the portion of the buyback instruments traded on regulated markets, multilateral trading exchange offer, by using options or other forward financial an investment services provider.
This authorization is granted for a period of eighteen (18) months unused part of any prior delegated power given to the Board of from this meeting. It voids from this day, as applicable, any 2016.
of the Combined General Shareholders’ Meeting of May 24, particularly that given by the shareholders in resolution eighteen
Extraordinary business to the Board of Directors to reduce share capital Resolution thirteen (Delegation of authority by canceling treasury stock)
and the special report of the Statutory Auditors, hereby or more stages, in the proportions and at the times of its authorizes the Board of Directors to reduce share capital, in one ten percent (10%) of the shares composing the Company’s Company under this authorization, over a period of 24 months, is share capital at any time, with the understanding that this adjusted as necessary to take into account transactions that maximum applies to an amount of Company capital that will be affect share capital after this General Shareholders’ Meeting.
The maximum number of shares that may be canceled by the capital reduction transactions that may be carried out under this Directors to carry out one or several cancellation and share carry out any other formalities.
The General Shareholders’ Meeting fully empowers the Board of months from this meeting. It voids from this day, as applicable, This authorization is granted for a period of twenty-six (26)
Shareholders’ Meeting of May 19, 2015. shareholders in resolution twelve of the Combined General
Resolution fourteen (Delegation of authority to increase share capital through the to the Board of Directors to decide whether and in accordance with the provisions of Articles L.225-129 et business, having reviewed the report of the Board of Directors
authority to decide whether to increase share capital, in one sub-delegate said power under the terms set out by law, its yet to be issued, or that entitle holders to the allotment of providing access to other shares, whether these exist or are debt securities, and/or (iii) securities providing access to the times it deems fit, either in euros or in any other or more stages, in France or abroad, in the proportions and at multiple currencies, through the issue of (i) shares, (ii) shares currency or unit of currency established with reference to from a third-party company; or shares entitling holders to the allotment of debt securities
the par value ceiling on capital increases liable to be carriedj authority is set at one and a half (1.5) billion euros, out immediately or in the future under this delegation of shareholders at this meeting is set at one and a half (1.5) seventeen, eighteen, nineteen and twenty submitted to the billion euros, the overall par value ceiling on capital increases liable to bej of authority and under resolutions fifteen, sixteen, carried out immediately or in the future under this delegation financial transactions, to safeguard the rights of holders of value of additional shares to be issued, in the event of new securities giving access to the Company's capital; these ceilings will be supplemented as necessary by the parj resolution shall be valid for twenty-six (26) months from the Resolves that the delegation of authority granted under this4)
date of this meeting; delegation of authority: In the event that the Board of Directors makes use of this5)
May 19, 2015; securities and transactions targeted under this resolution, thirteen of the Combined General Shareholders’ Meeting of including that granted by the shareholders in resolution
Meeting, in accordance with the law and the regulations. this resolution at the next Ordinary General Shareholders'
L.228-91 et seq., of the French Commercial Code: especially L.225-129-2, L.225-135, L.225-136 and L.225-148, and the French Commercial Code; in accordance with local regulations (for example, as part of a under a public exchange offer carried out in France or abroad securities meeting the conditions set in Article L.225-148 of “reverse merger” as in English-speaking countries) for payment or free of charge, governed by Articles L.228-91 et shares yet to be issued by the Company, in return for that shares or other securities may be subscribed for in cash, seq. of the French Commercial Code, with the understanding providing access to other shares, whether these exist or are debt securities, and/or (iii) securities providing access to yet to be issued, or that entitle holders to the allotment of retained earnings or premiums. These securities may be as payment for debt, or by the capitalization of reserves, issued as consideration for shares tendered to the Company multiple currencies, through the issue of (i) shares, (ii) shares or more stages, in France or abroad, in the amounts and at authority to decide whether to increase share capital, in one currency or unit of currency established with reference to the times it deems fit, either in euros or in any other sub-delegate said power under the terms set out by law, its Delegates to the Board of Directors, with the right to1)
authority to decide on the issuance of shares to be issued by sub-delegate said power under the terms set out by law, its the Company directly or indirectly holds more than half the the Company following the issuance, by companies in which capital, of securities giving access to shares not yet issued right to buy the Company shares to which said securities of the Company's shareholders to waive their preferential give their holders subscription rights; This decision creates ipso jure, in favor of holders of companies in the Company's group, an obligation on the part securities that give access to shares liable to be issued by
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 470 REGISTRATION DOCUMENT 2016 - Natixis a third-party company; Company directly or indirectly holds more than half the access to shares yet to be issued by a company in which the or that entitle holders to the allotment of debt securities from capital, and/or (ii) shares providing access to existing shares
date of this meeting; the subject of a public offering in France or abroad; understanding that unsubscribed shares may therefore be shareholders, during a period and according to the terms set resolution, while nevertheless allowing the Board of shareholders to shares and securities covered by this
increase; Board of Directors may limit the amount of the transactions subscriptions account for at least 75% of the planned to the amount of subscriptions received on condition that the buy those shares to which said securities give their holders part of the shareholders to waive their preferential right to subscription rights; Notes that this delegation of authority creates ipso jure, in8)
Company, plus any amount likely to be received in future, these securities, the amount received immediately by the shall be at least equal to the minimum subscription price authority in order to: Resolves that the Board of Directors shall be fully12)
suspended by the Company, or take the form of complex example, due to their redemption or compensation terms, or bonds as defined by the financial markets authorities (for
French Commercial Code), set their interest rate (specifically, accordance with the provisions of Article L.228-97 of the make provisions for, if applicable, mandatory or optional fixed, variable, zero-coupon or indexed interest rate) and issued. Furthermore, in the case of bonds or other debt the type, number and characteristics of the securities to be subordinated or not (and, if applicable, their rank, in securities, it may decide whether they are to be cases when interest payments are suspended or are not period) and the possibility of reducing or increasing the par paid, anticipate how long they will last (fixed or indeterminate determine the dates and terms of the capital increase andj
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 471REGISTRATION DOCUMENT 2016 - Natixis determine the procedures for paying for shares or securitiesj giving access to the Company's capital, either immediately or in the future, capital increase, well as all other terms and conditions for carrying out the to future shares or securities giving access to the Company's stock or securities already issued by the Company) attached which dividend rights will be attached to the new shares, as capital, and set the date (which may be retroactive) from if necessary, set the terms for exercising rights (asj including by remittance of Company assets such as treasury necessary, the rights to conversion, exchange or redemption, time or during specified periods, the securities issued or to appropriate, purchase or trade on the stock exchange, at any them or otherwise, while taking legal provisions into account, be issued immediately or in future, with a view to canceling set the terms according to which the Company may, wherej securities to be suspended in accordance with legal and provide for the exercise of rights attached to issuedj regulatory provisions, consideration for payment in cash and securities, or of a single bid to purchase or exchange selected securities in secondary public exchange offer or tender offer or any other principle public tender or exchange offer, together with a form of public offering in accordance with the law and regulations applicable to said public offering, shares contributed under a public exchange offer, draw up in the event of the issue of securities as consideration forj determining the price established in paragraph 11 does not cash balance to be paid in the event that the method for exchange offer, an alternative tender or exchange offer, or a apply, and determine the terms of issue as part of a public exchange ratio and, where applicable, the amount of the the list of the securities contributed, set the issue terms, the required for the legal reserve from this amount, against the related share premiums and deduct the amounts apply, on its own initiative, the cost of the capital increasesj increase by capitalization of reserves, free share allocations, in the event of a change in the share's par value, a capital stock splits or reverse stock splits, the distribution of impact of transactions on the Company's capital, particularly make any necessary adjustments to take into account thej rights of holders of securities that give access to shares, capital (including by public offering and/or change of control), and set the terms that will safeguard, where applicable, the reserves or any other assets, the redemption of capital, or any other transaction affecting shareholders' equity or share the bylaws accordingly, record the completion of each capital increase and amendj issues are successfully completed and take any measures and carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; in general, enter into agreements to ensure the proposedj under this resolution, including that granted by the shareholders in resolution fourteen of the Combined General Shareholders’ Meeting of May 19, 2015; capital increases without preferential subscription rights by public offer that covers securities and transactions targeted delegation of authority granted for the same purpose, namely, any comprehensive delegation of authority related to
Notes that this delegation of authority voids from this day13) forward, as applicable, any unused part of any prior resolution at the next Ordinary General Shareholders' Meeting, in accordance with the law and the regulations.
without pre-emptive subscription rights, by an offer set out in Article L.411-2, II of the on the increase in share capital by an issuance or entitlement to the allocation of debt securities)
French Monetary and Financial Code, of shares and/or securities giving access to the capital
with the understanding that shares or other securities may be subscribed for in cash, as payment for debt, or by the
the par value ceiling on capital increases liable to be carriedj out immediately or in the future under this delegation of authority is set at five hundred million (500 million) euros, delegation can exceed the limits set out by applicable regulations on the issuance date (as of this date, 20% of capital per year), whatever the case, no share issuances made under thisj set out by a resolution of the same type that could succeed said resolution during the valid period of this delegation, paragraph 4 of resolution fifteen submitted to this meeting or, where applicable, the amount of the ceiling that may be period of this delegation and (ii) against the ceiling set out in submitted to this meeting, or, where applicable, the amount of the overall ceiling that may be set out in a resolution of the delegation will be charged (i) against the amount of the overall ceiling set out in paragraph 3 of resolution fourteen it is stipulated that the maximum amount of the capitalj increases made or likely to be made in the future under this same kind that may succeed said resolution during the valid financial transactions, to safeguard the rights of holders of securities giving access to the Company's capital; these ceilings will be supplemented as necessary by the parj value of additional shares to be issued, in the event of new
Resolves that the delegation of authority granted under this5) resolution shall be valid for twenty-six (26) months from the date of this meeting; resolution; Resolves to cancel the preferential subscription rights of6) shareholders to shares and securities covered by this condition that the subscriptions account for at least 75% of the planned increase; the Board of Directors may limit the amount of the transactions to the amount of subscriptions received on
Notes that if share purchases do not cover all shares issued,7)
subscription rights; part of the shareholders to waive their preferential right to buy those shares to which said securities give their holders favor of holders of issued securities that give access to shares not yet issued by the Company, an obligation on the future based on this delegation of authority cannot be preference shares; Resolves that the Company stock issued immediately or in9)
regulated Euronext Paris market prior to the day the subscription price for the capital increase is set, from which a average share price of the last three trading sessions on the necessary, in case of different dividend entitlement dates, maximum discount of 5% has been deducted, where appropriate) after this average has been adjusted, where equal to the minimum established by the regulations applicable on the date of issue (currently the weighted the issue price of shares issued directly shall be at leastj that for every share issued as a result of the issue of these securities, the amount received immediately by the in general the transformation of each security that gives access to shares not yet issued by the Company will be such defined in the preceding paragraph; Company, plus any amount likely to be received in future, shall be at least equal to the minimum subscription price the holder may be entitled by the conversion, redemption or the issue price of securities giving access to shares not yetj issued by the Company and the number of shares to which authority in order to: empowered, with the right to sub-delegate said power under the terms set out by law, to implement this delegation of
(fixed or indeterminate period) and the possibility of reducing or increasing the par value of securities and other terms of may decide whether they are to be subordinated or not (and, the type and characteristics of the securities to be issued. Furthermore, in the case of bonds or other debt securities, it determine the dates and terms of the capital increase andj in the future, determine the procedures for paying for shares or securitiesj giving access to the Company's capital, either immediately or well as all other terms and conditions for carrying out the capital increase, capital, and set the date (which may be retroactive) from which dividend rights will be attached to the new shares, as necessary, the rights to conversion, exchange or redemption, including by remittance of Company assets such as treasury if necessary, set the terms for exercising rights (asj stock or securities already issued by the Company) attached to future shares or securities giving access to the Company's them or otherwise, while taking legal provisions into account, time or during specified periods, the securities issued or to be issued immediately or in future, with a view to canceling set the terms according to which the Company may, wherej appropriate, purchase or trade on the stock exchange, at any provide for the exercise of rights attached to issuedj regulatory provisions, securities to be suspended in accordance with legal and
7LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 473REGISTRATION DOCUMENT 2016 - Natixis against the related share premiums and deduct the amounts required for the legal reserve from this amount, apply, on its own initiative, the cost of the capital increasesj allocations, stock splits or reverse stock splits, the particularly in the event of a change in the share's par value, a capital increase by capitalization of reserves, free share where applicable, the rights of holders of securities that give access to shares, equity or share capital (including by public offering and/or change of control), and set the terms that will safeguard, distribution of reserves or any other assets, the redemption of capital, or any other transaction affecting shareholders'
set and make any necessary adjustments to take intoj account the impact of transactions on the Company's capital, record the completion of each capital increase and amendj the bylaws accordingly; in general, enter into agreements to ensure the proposedj issues are successfully completed and take any measures and carry out any formalities that are appropriate for the rights; issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated of this meeting relating to public offers, the validity and term of which are not affected by this delegation; Establishes that this delegation does not void resolution 1413)
delegation of authority granted for the same purpose, namely, any comprehensive delegation of authority related to capital increases without preferential subscription rights by
transactions targeted under this resolution, including that granted by the shareholders in resolution fifteen of the public offer, as detailed in Article L.411-2 of the French Monetary and Financial Code, that covers securities and
Resolution seventeen (Delegation of authority accordance with the provisions of paragraph 6 of Article L.225-147 of said Code: and the special report of the Statutory Auditors, and in with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors
subsequent to this General Shareholders’ Meeting, for the purpose of compensating the contributions in kind made to the time of the issuance, this percentage applying to capital adjusted according to the transactions affecting it by law, to carry out a capital increase in one or more increments, up to the limit of 10% of the registered capital at future based on this delegation of authority cannot be preference shares; Resolves that the Company stock issued immediately or in2)
ends; public tender offer to purchase the Company's shares. This prohibition shall stand until the public tender offer period previously authorized by the General Shareholders' Meeting, use this delegation of authority once a third party has filed a
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 23, 2017 474 REGISTRATION DOCUMENT 2016 - Natixis resolution shall be valid for twenty-six (26) months from the date of this meeting; Resolves that the delegation of authority granted under this5)
involving equity securities or securities giving access to capital, including that granted by the shareholders in to the allotment of debt securities without preferential subscription rights in compensation of contributions in kind
Notes that this delegation of authority voids from this day6) forward, as applicable, any unused part of any prior to increase share capital through the capitalization of premiums, reserves, retained earnings or other items)
French Commercial Code: business, having reviewed the report of the Board of Directors, in accordance with the provisions of Article L.225-130 of the
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary or more stages, in the amounts and at the times it deems fit, through the capitalization of premiums, reserves, retained earnings or other items, the capitalization of which will be half (1.5) billion euros, with the understanding that the par value ceiling on capital increases carried out or liable to be processes. The par value ceiling on capital increases liable to be carried out immediately or in the future is set at one and a nominal amount of existing equity securities, by raising the amount of the equity capital or by the joint use of these two possible under the law and the bylaws, in the form of an issuance of new equity securities or an addition to the sub-delegate said power under the terms set out by law, its authority to decide whether to increase share capital, in one
resolution shall be valid for twenty-six (26) months from the date of this meeting; Resolves that the delegation of authority granted under this4)
to the Board of Directors to increase the number Resolution nineteen (Delegation of authority subscription rights)
of securities to be issued in the event of capital increases with or without preferential
Commercial Code: and the special report of the Statutory Auditors, in accordance with the provisions of Article L.225-135-1 of the French with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors
L.225-138 I and II, L.225-138-1, L.228-91 and L.228-92 of the French Commercial Code, and with the provisions of Articles L.3332-18 through L.3332-24 of the French Labor Code: and the special report of the Statutory Auditors, in accordance with the provisions of Articles L.225-129-2, L.225-129-6, with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors
The General Shareholders’ Meeting, deliberating in accordance value of shares to be issued to safeguard, in accordance with the law and if necessary the contractual stipulations during the period in which this delegation of authority remains valid and is set without taking into account the par providing for other adjustments, the rights of holders of securities giving access to the Company’s capital; L.3344-1 of the French Labor Code, with the understanding that (i) this resolution may be used to implement leverage or combining financial statements pursuant to Article kind of resolution which may supersede said resolution of resolution fourteen submitted at this meeting or, where appropriate, to the overall ceiling established under the same under this delegation of authority will be applied against the amount of the overall ceiling established in paragraph three effect formulas and (ii) the par value ceiling on capital increases carried out or liable to be carried out in future implemented in one company or a group of companies in France or elsewhere, falling within the scope of consolidation euros, through the issue of shares or securities giving access to capital reserved for members of employee savings plans authority to decide whether to increase share capital, in one or more stages, by a maximum amount of fifty (50) million
Delegates to the Board of Directors, with the right to1) sub-delegate said power under the terms set out by law, its date of this meeting; Resolves that the delegation of issue granted under this2) delegation shall be valid for twenty-six (26) months from the opening of subscription for members of a company or group employee savings plan (or similar plan); sessions preceding the decision setting the date for the shall be at least equal to 80% of the Reference Price (as defined below) or to 70% of the Reference Price where the conditions provided for by law, in particular Articles L.3332-18 et seq. of the French Labor Code, and giving access to capital shall be determined under the the regulated Euronext Paris market during the 20 trading the purposes of this paragraph, the Reference Price means the average of the prices listed for the Company’s stock on lock-up period provided for under Article L.3332-25 of the French Labor Code is greater than or equal to 10 years. For
above-mentioned beneficiaries are granted shares or securities giving access to capital, any rights to said shares whose issue is the subject of this delegation, said shareholders also waiving, in the event that the beneficiaries, the preferential subscription right of shareholders to shares or securities giving access to capital reserves, retained earnings or capitalized premiums, due to the free granting of said shares based on this resolution; or securities giving access to capital, including the portion of several employee savings plans targeted by this resolution
Resolves that the Board of Directors shall be fully7) empowered to implement this delegation of authority, with companies whose above-mentioned beneficiaries may subscribe to shares or securities giving access to capital draw up, in accordance with legal provisions, the list ofj freely granted shares or securities giving access to capital, thereby issued and who may benefit, if applicable, from funds or other structures or entities permitted under applicable legal or regulatory provisions, beneficiaries, members of a company or group employee savings plan (or similar plan), or through employee mutual decide that subscriptions may be carried out directly by thej determine the conditions, particularly seniority conditions,j that beneficiaries of capital increases must meet, set the dates for opening and closing subscriptions,j procedures for issues, within the applicable legal or regulatory limits, retroactive), the rules for reduction applicable the event of oversubscription, as well as the other conditions and deadlines, procedures and conditions for subscription, payment, granting and entitlement for securities (even set the amounts for issues that will be carried out under thisj authorization and to set, in particular, the issue prices, dates, to the total amount of the contribution, or to combine these two options, in the event that free shares or securities giving access toj capital are granted, determine the nature, characteristics and number of shares or securities giving access to capital to be discounts relative to the Reference Price provided for above, or to apply the equivalent value of these shares or securities choose either to completely or partially replace the granting of these shares or securities giving access to capital at these shares or securities giving access to capital, within the applicable legal and regulatory limits and in particular to issued, the number to grant to each beneficiary, and to set the dates, deadlines, procedures and granting conditions for
shareholders under resolution nineteen of the Combined General Shareholders' Meeting of May 19, 2015.
The General Shareholders’ Meeting, deliberating in accordance resolves to modify paragraph 1 of Article 11.1 of the Company bylaws as follows: with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors,
deliberations to carry out any and all filings and formalities required by law.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary and
In addition, we are required to inform you, in accordance with consistent with the underlying documents from which it was extracted.
We have not been advised of any agreements or commitments authorized during the past fiscal year for submission to the
Agreements and commitments authorized since the fiscal year-end since the fiscal year-end, which was subject to the prior approval of your Board of Directors.
the investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service
On February 9, 2017, the Board of Directors authorized the signature of an amendment to the protocol for compensation in order to take into account an additional cost that was not anticipated by the parties when the protocol was signed.
The Board of Directors of Natixis considered that the agreement allows Natixis (EuroTitres department) to benefit from additional
Corporate officer concerned at the date on which the amendment was signed: BPCE, represented by Ms. Marguerite Bérard-Andrieu on the Natixis Board of Directors.
United States implemented by BPCE and the amendment to the agreement relating
Moreover, the Board of Directors authorized on February 19, total maximum nominal amount of the proceeds from the bond issues under Program 3 (a)(2) that cannot be re-loaned to Natixis of the bonds that can be issued by BPCE under Program 3 (a)(2) each year from USD 4 billion to USD 6 billion, and raising the
Corporate officers concerned: Mr. Pérol, Chairman of the BPCE Executive Board, Chairman of the Natixis Board of Directors.
Mr. Sueur, Vice-Chairman of the Steering and Supervisory Committee of Caisse d’Epargne Île-de-France, Natixis Director.
Caisse d’Epargne Rhône-Alpes, Natixis Director. Ms. Paix, Chairman of the Management Board of
earnings volatility caused by assets ring-fenced by its Workout Portfolio Management structure (GAPC).
This preliminary agreement resulted in the signing of several agreements between Natixis and BPCE relating to the guarantee
On November 12, 2009, the Board of Directors approved a number of agreements regarding the guarantee covering certain GAPC assets, namely: to grant Natixis a financial guarantee (term: the agreement will end on the final maturity date); the Financial Guarantee agreement, under which BPCE agreesa the ISDA Master Agreement and Appendix, between BPCEa and Natixis; US dollar-denominated assets; total return swap agreements between Natixis and BPCE, onea of which relates to euro-denominated assets and the other to the Call Option granted by BPCE to Natixis;a the “Miroir NLI” Reciprocal Financial Guarantee betweena Natixis and Natixis Luxembourg Investissements; Natixis and Natixis Financial Products Inc.; the “Miroir NFP” Reciprocal Financial Guarantee betweena
Natixis and Natixis Funding USA, LLC; the “Miroir NFUSA” Reciprocal Financial Guarantee betweena
Guarantee between Natixis and IXIS CMNA Australia No. 2 SCA; the “Miroir IXIS CMNA Australia” Reciprocal Financiala the “Miroir NFP” Reciprocal total return swap agreementa between Natixis and Natixis Financial Products Inc.; the “Miroir NREC” Reciprocal total return swap agreementa between Natixis and Natixis Real Estate Capital Inc.; Guarantee Supervision Committee and Workout Portfolio Management Committee). These agreements were approved governance arrangements set up in respect of the GAPCa guarantee (specifically including draft operating charters for the by the May 27, 2010 General Shareholders’ Meeting.
The purpose of this amendment was to clarify the application of
This amendment was approved by the May 26, 2011 General Shareholders’ Meeting.
Mr. Jeannin, Member of the BPCE Supervisory Board, Member the Natixis Board of Directors.
Mr. Patault, Member of the BPCE Supervisory Board, Member of premium relating to the mirror guarantees between the the income statement in an amount of €37,040,278.00 for the fiscal year ended December 31, 2016. The spreading of the
The premium pertaining to Natixis was spread out and carried to subsidiaries has no impact on Natixis’ income.
activities, and to an expense of USD 2,159,135.00 in respect of the subsidiaries’ activities. This expense was neutralized in the recognition of income amounting to €24,345,342.00 for the fiscal year ended December 31, 2016 in respect of Natixis’
The change in the fair value of the total return swaps gave rise to
The expense recognized by Natixis in respect of cancellation payments amounted to €9,511.00 in the 2016 fiscal year.
The income recognized in respect of the activation of guarantees in the 2016 fiscal year amounted to €45,876,432.00.
reflection of the proportion of BPCE’s governance functions that relate to affiliated entities. It provides for annual invoicing based
the parties while Natixis is affiliated to BPCE, within the meaning of the provisions of Article L. 511-31 of the French Monetary and
Term of the agreement: the agreement will enter into effect for
BPCE, represented by Mr. Duhamel, Chief Financial Officer and Member of the BPCE Management Board, BPCE’s permanent representative on the Natixis Board of Directors.
The expenses recognized by Natixis in respect of this agreement amounted to €30,000,000 for the fiscal year ended by the Banque Populaire Group of Natixis products and services to the regional banks acquired from HSBC
Banque Populaire Group, pursuant to which Natixis was to be the exclusive supplier to these banks for the businesses concerned services to the regional banks acquired from HSBC by the agreement providing for the distribution of Natixis products and On December 18, 2008, the Supervisory Board approved an
and technical management of the “Click’n Trade” website, with CNCE retaining ownership of the website, and remaining the agreement between IXIS CIB, CNCE and Banque Palatine pertaining to CNCE’s transfer to Banque Palatine of the operating
various successive shareholders, namely the Caisse des Dépôts (CDC), CDC Finance - CDC IXIS (to which CNCE became the
IXIS CIB (previously known as CDC Marchés and then as CDC
successor in interest following the merger dated December 31, 2004) and CNCE.
Funding Corp.) and Natixis Commercial Paper Corp. (formerly CDC IXIS Commercial Paper Corp.).
guaranteed and entered into prior to the date on which the underlying joint and several guarantees were terminated or commitment had expired or been terminated at the date of this report, but continue to apply retrospectively to all the transactions
guaranteed transactions, as if this commitment had been taken out directly by CDC on behalf of the IXIS CIB creditors.
The conditions governing the payment and calculation of the fees payable by IXIS CIB in respect of the guarantees were defined in agreements came to €1,107,753.00 for the fiscal year ended
The expenses recognized by Natixis in respect of these b) not executed in the past fiscal year
Furthermore, we were informed of the continuation of the following agreements and commitments already approved by the
Renewal as required of the commitments 7. and agreements made in favor of Laurent
Company at his initiative to take another position or changes his position within Groupe BPCE.
Meeting; This agreement, along with amendment n°1 to this agreement, were approved by the May 20, 2014 General Shareholders’
equal to six months’ fixed compensation, as paid on the date
This agreement was approved at the Ordinary General Shareholders’ Meeting of May 20, 2014.
relating to the new partnership agreements between the CNP and BPCE Groups
At its meeting of August 6, 2013, the Board of Directors assigned François Pérol a mandate to set up an insurance 2014.
principles for the partnership between BPCE, Natixis, and CNP, which were authorized by the Board of Directors on July 31,
Directors on November 4, 2014, and then in a general master provisions are as follows: new partnership agreements”), which were authorized by the Board of Directors on February 18, 2015, and where the main master memorandum of agreement between CNP Assurances, BPCE, and Natixis, which was authorized by the Board of
partnership agreements for a period of three years as from January 1, 2023, or to purchase CNP’s insurance deposit namely seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the new determine and organize the operation of the Partnershipa Monitoring Committee (and of any potential sub-committees set up by the latter); and
Alain Condaminas, member of the BPCE Supervisory Board, and member of the Natixis Board of Directors,
Didier Patault, member of the BPCE Supervisory Board and member of the Natixis Board of Directors, member of the Natixis Board of Directors, Thierry Cahn, member of the BPCE Supervisory Board and member of the Natixis Board of Directors.
Quota share reinsurance treaty entered into by CNPa Assurances and ABP Vie in the presence of Natixis, with a share reinsurance by CNP Assurances of 40% of all ABP Vie’s life insurance and accumulation products distributed by the
Natixis, the aim of which is to determine the procedures for the management of events: Tranche 2 reinsurance matching agreement entered into bya ABP Vie, CNP Assurances and BPCE, in the presence of recognition of a market shock (interest-rate shock or behavioral shock); and the provision to CNP Assurances of the list of customersj covered by BPCE, in accordance with the frequencies and procedures provided for in said agreement, as from the mechanisms provided for in said agreement.
the implementation of the tests required for the properj operation of the determination and information exchange management of events (procedures similar to those in the tranche 2 reinsurance matching agreement).
Assurances, BPCE, and ABP Vie in the presence of Natixis, the aim of which is to determine the procedures for the
Corporate officers concerned: Chairman of the Natixis Board of Directors, and member of the CNP Assurances Board of Directors,
Estate Capital Inc., mirroring the Neptune guarantee and covering all GAPC assets held by Natixis Real Estate Capital Inc.
Shareholders’ Meeting. This agreement was approved by the May 26, 2011 General
On May 11, 2011, the Board of Directors approved an agreement on the Chapel Deal between Natixis and BPCE. The Chapel Deal with BPCE in 2009. To re-establish the equivalent of the Neptune Guarantee, from which Natixis benefited via Sahara, it was of the rating of high-quality assets held by GAPC. These securities are covered by the “Neptune” Guarantee entered into is part of GAPC (workout portfolio management), within a structured product called Sahara that provides a closer reflection
Corporate officers concerned: the Natixis Board of Directors. Mr. Pérol, Chairman of the BPCE Executive Board, Chairman of
N.V. and Banca IMI S.p.A. (the “Co-Lead Managers”, and the Underwriters, together with the Joint Lead Managers and Joint well as Banco Santander S.A., Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, ING Bank
Stanley & Co. International plc (the “Joint Lead Managers and Joint Book-Runners” together with the Global Coordinators), as including BNP Paribas, Credit Suisse Securities (Europe)a Limited, Deutsche Bank AG, London Branch, Morgan
the underwriting agreement in the name and on behalf of Natixis.
On June 25, 2014, the Board of Directors approved the draft
Agreements and commitments approved during the past fiscal year already approved by the General Shareholders’ Meeting of May 24, 2016 on the Statutory Auditor’s special report of
investment services provided to its clients to Natixis EuroTitres and Caceis, and previously provided by a service provider outside
Banque Palatine to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the
The Board of Directors, on February 10, 2016, authorized the signing of a compensation agreement between Natixis and
Shareholders’ Meeting. This agreement was approved by the May 24, 2016 General amendment was signed: Corporate officer concerned at the date on which the
Directors. BPCE, represented by Mr. Daniel Karyotis on the Natixis Board of
Amendment to Laurent Mignon’s personal 13. protection and health insurance scheme
French original signed in Neuilly-sur-Seine and Paris La Défense on March 21, 2017
Statement by the Person responsible 8.1 for the registration document contained in this registration document is true and accurate, and contains no omissions liable to impair its significance.
I hereby declare that, to the best of my knowledge, after having taken all reasonable measures to this end, the information picture of changes in the business, of the income and of the financial position of the Company and all the businesses included income of the Company, and all businesses entering in the scope of consolidation, and the management report presents a true prepared in accordance with applicable accounting standards and provide a true image of the assets, the financial position and the
To the best of my knowledge, the financial statements were in the scope of consolidation as well as a description of all the main risks and uncertainties with which they are confronted.
Immeuble Arc-de-Seine 30, avenue Pierre-Mendès-France by mail:a Natixis Communication financière/Relations investisseurs by telephone:a by e-mail:a investorelations@natixis.com
In order to make this document easier to read, the following cross-reference table outlines the main headings required by Annex 1 of EC regulation No. 809/2004 of April 29, 2004, implementing the so-called “Prospectus” Directive.
Heading Registration document page number 1. Persons responsible 484 2. Statutory Auditors 334 3. Selected financial information 3.1. Selected historical financial information regarding the issuer for each fiscal year 10-11 3.2. Selected historical financial information for interim periods N/A
10.5. Information regarding the anticipated sources of funds needed to fulfill commitments referred to in items 5.2. and 8.1 162-163; 205 11. Research and development, patents and licenses 178 12. Trend information 14 to 27; 112 to 118; 13. Profit forecasts or estimates N/A
report thereon, respectively pages 373 to 374 and 336 to 337, and the Group management report, on pages 190 to 204 of the the year ended December 31, 2015, presented respectively on pages 338 to 372 and 206 to 335, the Statutory Auditors’
All other chapters of reference documents filed under numbers D.16-0127 and D.15-0128 that are not mentioned above are either of no material interest to investors or covered elsewhere in this registration document.
Meeting to the Board of Directors with respect to capital increases Summary table of powers currently delegated by the Annual General Shareholders’ a
489REGISTRATION DOCUMENT 2016 - Natixis for the management report Cross-reference table 8.5
Heading Registration document page number 1. Operations during 2016 1.1. Consolidated results 204 to 348 1.2. Other items of 2015 consolidated results N/A
Appendix 2 during fiscal 2016 Summary of authorizations to increase the Company’s share capital and their use a 446
Article 435 (1) (EBA) CRA - General information about credit risk organization 5.1. Credit risk control 5.2. Credit policy to counterparty credit risk (EBA) CCRA - Qualitative disclosure related management related to market risk (EBA) MRA - Qualitative disclosure requirements management
Article 451 accounting exposures and leverage exposures (BCBS March 2016) LR1 – Comparison of Table 52 103 166
Article 438 (c) (f) (EBA) EU OV1A - Overview of RWA Table 9 41 paragraph Article 438 last and equities (EBA) EU CR10 - IRB - Specialized lending Table 30 72
Art. 438 c), d), e) and f) by Basel exposure class NX01 - EAD, RWA and EFP by approach and Table 8 40 142
Art. 442 c) class NX03 - Exposures and EAD and by Basel exposure Table 10 42
Art. 453 f) and g) NX18 - EAD by credit risk mitigation technique Table 14 45
Article 442 (a) and (b) quality of assets CRBA - Additional disclosure related to the credit 239-259
Article 453 (a) (e) related to credit risk mitigation techniques (EBA) EU CRC - Qualitative disclosure requirements techniques 5.5. Credit risk mitigation 50-51 139-140
Article 442(f) (EBA) EU CRB-E - Maturity of exposures Table 21 58
Article 453 (g) of credit derivatives used as CRM techniques (EBA) EU CR7 - Internal rating – Effect on RWA Table 16 53
Article 439(e), (f) and (i) risk (CCR) exposure by approach (EBA) EU CCR1 - Analysis of counterparty credit Table 34 75
Article 444 (e) exposures by regulatory portfolio and risk weight (EBA) EU CCR3 - Standardized approach of CCR Table 35 76
Article 452 (e) and PD scale (EBA) EU CCR4 - CCR exposures by portfolio Table 36 77
Article 449 related to securitization exposures (BCBS) SECA – Qualitative disclosure requirements transactions related to securitization 7.2. Management of risks 82-83 147 in the banking book (BCBS) SEC1 - Securitization exposures Table 40 84 in the trading book (BCBS) SEC2 - Securitization exposures Table 41 84 or as sponsor capital requirements – bank acting as originator in the banking book and associated regulatory (BCBS) SEC3 - Securitization exposures Table 45 86 or as investor capital requirements – bank acting as originator in the banking book and associated regulatory (BCBS) SEC4 - Securitization exposures Table 46 86
Art. 449( k) NX33BIS - Banking book EAD by agency Table 39 83
Art. 445 requirements (EBA) EU MR1 - Market risk own funds Table 47 92
Article 455 (a) and (b) using the Internal Models Approach (IMA) (EBA) EU MRB B - Qualitative disclosures for banks measuring market risk
Article 455 (e) models approach (EBA) EU MR2 – A - Market risk under internal Table 55 93
Table 4 : Total capital ratio 34 129 in contracyclic buffer Table 5 : (CCyB1 ) : Geographical distribution of credit exposures used 35 over the period Table 6 : Changes in regulatory capital after application of phase-in arrangements 35 130
NX02 : RWA Basel III by Natixis main business line 132
Table 10 : (NX03): Exposures and EAD and by Basel exposure class 42 144
Credit risk Table 15 : (EU CR3): Credit risk mitigation techniques – Overview 52 techniques Table 16 : (EU CR7) : IRB – Effect on RWA of credit derivatives used as CRM
Table 18 : (EU CRB – B): Total and average net amount of exposures 55
Table 21 : (EU CRB – E): Maturity of exposures 58 agency Table 22 : (CRD-D): Risk weights under SA exposures by asset class and byrating 60 mitigation Table 23 : (EU CR4): Standardized approach – credit risk exposure and credit risk 61
Table 24 : (EU CR5): Standardized approach – EAD by asset class and risk weight 61 financing institutions) on expert judgment and external agency ratings (corporates, banks, specialized Table 25 : (EDTF 15): Indicative correspondences between internal ratings based
Table 27 : (CRE): Main internal models: PD, LGD and CFF 66
Counterparty risk by approach Table 34 : (EU CCR1): Analysis of counterparty credit risk (CCR) exposure 75 portfolio and risk weight Table 35 : (EU CCR3): Standardized approach of CCR exposures by regulatory 76
Table 41 : (SEC2): Securitization exposures in the trading book 84 in the banking book Table 42 : (NX31-A): On- and off-balance sheet EAD according to Natixis’ role
Table 43 : (NX31-B): EAD according to Natixis’ role in the trading book 85
Table 44 : (NX34): Resecuritization positions before and after substitution 85 regulatory capital requirements – bank acting as originator or as sponsor Table 45 : (SEC3): Securitization exposures in the banking book and associated capital requirements – bank acting as investor Table 46 : (SEC4): Securitization exposures in the banking book and associated
Market risk Table 47 : (EU MR1): Market risk own funds requirements 92
Table 52 (LR1): Comparison of accounting exposures and leverage exposures 103 166 exchange risk Structural foreign Table 53 : Impact on CET1 ratio risk Overall interest rate at December 31, 2016 Table 54 : Measure of sensitivity to +1% variation in interest rates, by maturity
Other disclosures Table 57 : Encumbered and unencumbered assets at 12/31/2016 (in millions of euros) 107 169
Table 58 : Breakdown of financial liabilities by contractual maturity 108 170-171
Operational risk Table 59 : (OR1): Historical losses used for SMA calculation 114
At-risk exposures Table 61 : Exposure to monoline insurers 146 184
Appendices Appendix 1: Transition from the accounting balance sheet to the regulatory balance sheet at December 31, 2016
Appendix 2 : Issuance of capital instruments at December 31, 2016 156
Credit risks 26 Structure of the loan book 40-43, 27 Impairment policy - Loan provisions and impairment 49 141 28 Changes in provisions and impairment 283 29 Counterparty risks on market transactions 74, 75-79 134 30 Information relating to collateral and counterparty risk mitigation measures 44, 45, 52,
The report of the Board of Directors or the Executive Board presents, (…), N/A 394
Total workforce and employee distribution by gender and geographic a region
Company organization to consider environmental issues and, a if applicable, evaluation or certification procedures for environmental concerns
Training and information for employees regarding the protection a of the environment
Energy consumption and measures taken to improve energy efficiency a and the use of renewable energy sources
The independent third-party organization called to give its opinion (…) on social and environmental information that appears or should appear on the report
ARRCO the Employee Complementary Pension Scheme). Association pour le Régime de Retraite Complémentaire des Salariés (Association for
Bail-in A mechanism designed to limit the use of public funds by a failing institution still in operation or in the process of liquidation. The bail-in mechanism grants power to the supervisory authorities to require certain creditors of a credit institution on the brink of failure to convert the institution's vital activities and interbank liabilities with a maturity of less than 7 days should not be affected.
their debt into shares in the institution and/or to take a loss on their holdings. Under the then those of SMEs and finally those of individuals exceeding €100,000 will be bailed-in. However, secured deposits, covered bonds, employee compensation, liabilities related to
minimum capital requirements for banks on the international level. It established a minimum capital adequacy ratio of 8% in relation to all of the risks borne by a bank.
A supervisory framework established in 1988 by the Basel Committee aiming to maintain the solvency and stability of the international banking system by establishing uniform
by the Basel Committee were adopted in Europe through a European Directive and have been applicable in France since January 1, 2008.
defines measures aimed at limiting procyclicality in the financial system (capital buffers that and quantity of the minimum capital requirements applicable to financial institutions. Basel III also establishes minimum requirements for liquidity risk management (quantitative ratios),
governors of the G20 countries tasked with reinforcing the solidity of the global financial Basel Committee on Banking Supervision, an organization bringing together the central bank
Collateralized debt obligations, i.e. debt securities backed by a pool of assets which can be either bank loans (mortgages) or corporate bonds. Interest and principal payments may be
CECEl French Credit Institutions and Investment Firms Committee, which has since been incorporated Comité des Établissements de Crédit et des Entreprises d’Investissement, i.e. the former into the Autorité de Contrôle Prudentiel et de Résolution (French Prudential Supervisory Authority).
Cost of risk in basis points A measure calculated by dividing the net expense of commercial risk by loans outstanding at the beginning of the period.
CRD III An EU Directive under which the proposals of the Basel Committee were transposed into French law in July 2010 and enacted as of December 31, 2011. In July 2009, the risk. The aim was to better account for default and credit migration risk on assets in the trading book (both tranched and untranched assets) and to reduce the procyclicality of value at risk.
CRD IV A European Directive that enacts the proposals of the Basel3 framework into French law.
A financial product whose underlying asset is a credit obligation or debt security (bond). The purpose of the credit derivative is to transfer credit risk without transferring the asset itself
Derivative A financial security or financial contract whose value changes based on the value of an underlying asset, which may be either financial (equities, bonds, currencies, etc.) or non-financial (commodities, agricultural products) in nature. This change may coincide with a multiplier effect (leverage effect). Derivatives can take the form of either securities (warrants, certificates, structured EMTNs, etc.) or contracts (forwards, options, swaps, etc.). Exchange-traded derivatives contracts are called futures.
Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act, more commonly known as the creation of the Financial Stability Oversight Council, the management of systemically important financial institutions, the regulation of the highest-risk financial activities, a the Dodd-Frank Act, is the US law on financial regulation adopted in July 2010 in response to the financial crisis. It is an extensive piece of legislation covering numerous subjects including currently developing precise technical standards with regard to these various provisions.
Earnings per share instruments) divided by the weighted average number of shares outstanding. The company’s net income (excluding returns on hybrid securities recognized as equity
a Europe-wide supervision mechanism without compromising the ability of the national authorities to conduct the day-to-day supervision of credit institutions.
Expected loss, i.e. the value of the loss likely to be incurred given the quality of the structure
Equity (tranche) losses incurred from defaults within the underlying portfolio. In a securitization arrangement, the equity tranche refers to the tranche that bears the first
ETF Exchange-traded fund, i.e. a type of investment fund that tracks a stock market index or asset.
it replaced the Committee of European Securities Regulators (CESR). It forms part of the European System of Financial Supervision. Its expanded mandate includes the supervision
An independent European supervisory authority located in Paris. On January 1, 2011,
Financial Stability Board, whose mandate is to identify vulnerabilities in the global financial system and to implement principles for regulation and supervision in the interest of financial successor to the Financial Stability Forum, which was founded in 1999 under a G7 initiative.
Hedge fund a high degree of management flexibility. A hedge fund is a speculative investment fund that seeks to generate absolute return through
period of one year for fixed income and loan instruments in the trading book (bonds and CDS). The IRC is a 99.9% value-at-risk measure; i.e. the greatest risk after the elimination of the 0.1%
The capital requirement intended to cover issuers’ credit migration and default risks for a
Encompasses asset and liability risks (interest rate, valuation, counterparty and forex risk)
Investment grade from AAA/Aaa to BBB-/Baa3. A rating of BB+/Ba1 or below is considered non-investment grade.
A long-term rating of a counterparty or underlying issue awarded by a rating agency, ranging
Leverage effect it is equal to the difference between the rate of return on equity and the return on capital employed.
The leverage effect accounts for the rate of return on equity based on the after-tax rate of return on invested capital (return on capital employed) and the cost of debt. By definition,
Market stress test potential losses on portfolios in extreme market conditions. Used in conjunction with internal VaR and SVaR models to assess market risk by calculating
deviate from their requirements), if the capital buffers are not met. As these buffers are
Maximum Distributable Amount, a new provision for banks placing restrictions on their dividend, AT1 coupon and bonus payments (under a rule that tightens restrictions as banks on top of Pillars I and II, they apply immediately if the bank fails to comply with the combined requirements.
Middle office A department at a financial intermediary that generally performs risk control functions.
Monoline security issue (e.g. in securitization transactions) with the aim of improving the issue’s rating. An insurance company that takes part in a credit enhancement operation, backing a debt
Results used for ROE calculations are net income (group share), deducting DSN interest expenses on preferred shares after tax. Equity capital is average shareholders’ equity group
group share as defined by IFRS, after payout of dividends, excluding average hybrid debt, average intangible assets and average goodwill.
Natixis ROTE is calculated by taking as the numerator net income (group share) excluding DSN interest expenses on preferred shares after tax. Equity capital is average shareholders’ equity
Net stable funding ratio (NSFR) This ratio is intended to strengthen the longer-term resilience of banks through additional formulated to provide a viable structure for asset and liability maturities.
Netting agreement A contract whereby two parties to a financial contract (forward financial instrument), securities termination. A master netting agreement extends this mechanism to different categories of transactions subject to different framework agreements through one all-encompassing loan or repurchase agreement agree to settle their reciprocal claims under these contracts through a single consolidated net payment, particularly in the event of default or contract contract.
Operational risks (including accounting and environmental risks) human error or external events.
The risk of losses or sanctions arising from the failure of internal systems or procedures,
that could have an impact on its solvency or financial situation.
Own Risk and Solvency Assessment. As part of European efforts to reform prudential
Represented by a surety, independent guarantee or letter of intent. In the context of a surety, in consideration of an obligation taken out by a third party. A letter of intent is an agreement to act or refrain from acting that is intended to support a debtor in meeting its commitment.
take the form of capital requirements exceeding the minimum requirements or any other by the bank, in order to adapt its choice of prudential measures where applicable, which may the banking supervisor of its own analysis of the bank’s risk profile with the analysis conducted by Pillar I;- an estimate by the bank of the capital requirement for these risks;- a comparison by appropriate technique.
Pillar I. It includes:- an analysis by the bank of all of its risks, including those already covered Pillar II establishes a process of prudential supervision that complements and strengthens
improve financial transparency in the assessment of risk exposure, risk assessment procedures requirements. These requirements – both qualitative and quantitative – are intended to Pillar III is concerned with establishing market discipline through a series of reporting and capital adequacy.
Rating capital. (bond issue, securitization, covered bond). The rating has a direct impact on the cost of raising the creditworthiness of an issuer (company, government or other public entity) or a transaction An appraisal by a financing rating agency (Moody’s, Fitch Ratings, Standard & Poor’s) of