PAP50 – Green response awards Natixis participates in the Green response barometer, dedicated to the 50 largest French banks and insurance companies, which assesses and compares the environmental impact of their paper policy. In 2020, Natixis won two categories: “Annual CO2 emissions/GHG emissions” and “Annual consumption/Institutional, promotional and desktop documents”.
It should be noted that in 2020 these criteria were reviewed in the context of IT equipment and furniture purchases, with increased requirements on the carbon impact of products over their entire life cycle.
Lastly, Natixis works in collaboration with its service providers to improve the ESR impact.
Thus, in 2020, Natixis reviewed the conditions of cleaning services in the Paris region offices. Cleaning will now be carried out during the day, rather than early in the morning or late at night, in order to improve the quality of life at work for service providers’ employees, to strengthen the visibility of the service (contact with Natixis employees, cleaning service) and to reduce on-site energy consumption (heating and electricity).
productive green spaces were designed according to a circular and sustainable approach (using some of the bio-waste from the Company canteen for compost, organic planting, exclusion of phytosanitary products, garden furniture from reuse, etc.).
In addition to these gardens, Natixis symbolically produces its own honey thanks to six beehives installed on the roofs of its buildings, including two beehives introduced in 2020 and which produced 23kg of honey in the first year. The beehives help to raise employee awareness of biodiversity loss issues and the issue of pollination.
Biodiversity diagnostic for the garden of the Liberté 2 building In order to measure the biodiversity gains from the development of one of the gardens, Urbanescence carried out two biodiversity diagnostics in 2019 and 2020, with a study of the soil’s flora, fauna and macro fauna. The document draws up a non-exhaustive list of the main species observed on site and formulates ecological issues for each type of space, proposing pro-biodiversity measures in garden landscaping (e.g. wild grassland). The garden of the Charenton Liberté 2 building is intended to be both an ecological corridor and a micro nature reserve.
In Frankfurt, for several years, Natixis has been co-financing an apple orchard of old local species in the Hesse region. This area is a refuge for many animal and plant species, and feeds endangered birds, insects and wild bees. It thus contributes to the preservation of biodiversity in the region. This year, employees were involved in the project by participating in the apple harvest.
Natixis’ waste reduction policy is based on the principle of the five Rs: refuse, reduce, reuse, return to the earth, recycle.
that the project has already been completed in Portugal where all plastic water bottles have also been eliminated.
In 2019, all plastic and disposable cups for water fountains were completely removed from buildings in France and internationally, saving 3.5 million cups per year. In France, the process continued in 2020 with the elimination of plastic water bottles. It should be noted
Reuse and recycling are also part of Natixis’ strategy to reduce its waste. The recycling of furniture and carpets has been implemented in its buildings and its membership of the Circolab association since 2019 has strengthened its commitments to the circular economy in the real estate and construction sector.
Natixis’ waste-sorting activities are conducted as follows: sorting and recycling of paper, plastic (bottles, cups) and metalV (cans). Centralized sorting collection points are installed in offices to replace individual bins and are systematically deployed in new buildings; collection and special disposal of used ink cartridges, batteries andV fluorescent and neon tubes; sorting and recycling of plastic pens and office supplies.V
Paper, envelopes and cardboard (in metric tons) 242 352 578 717
This partnership avoided polluting 19,300 m3 of water in 2019 and 13,100 m3 in 2020. The decrease between 2019 and 2020 is mainly due to the COVID-19 pandemic.
Creation of a “carpet recycling” system In early 2020, an eco-responsible approach was initiated with the creation of a carpet recycling channel. This involves the processing of carpets for all carpet removal work in the buildings occupied by Natixis.
This project covers two dimensions: environmental: 97% of the carpet surfaces removed were integrated into a cycle of transforming floor coveringV waste into alternative fuels; societal: the work of removing carpets has been entrusted to the ARES group, an association for Economic andV Social Reintegration, whose main purpose is to promote the integration of underprivileged people.
As health measures related to the COVID-19 crisis have had a strong impact on the carbon footprint, it is difficult to carry out a comparative analysis compared to previous years.
a reduction in the impact of travel: taking into account the remoteV working and decrease in business travel by car and plane; a significant reduction in purchases.V
Based on calculated carbon emissions, a carbon action plan has been implemented in three main areas: buildings: the introduction of the Flex Office and the rise in remoteV working will allow Natixis to rationalize its real estate portfolio in order to reduce, among other things, energy consumption (electricity, heating and cooling); travel: for commuting, Natixis promotes the use of public transportV and active mobility, and enables remote working with robust and appropriate digital tools. For business travel, priority to the train is defined in the travel policy; IT: managing the impact of digital technology through aV Responsible Digital policy and actions (see section [6.6.2]).
In a profoundly changing environment (be they regulatory, digital, competitive, or societal), the aim of Natixis’ HR policy is to support the Company’s transformation by offering solutions to ensure the sustainable performance of all employees in a respectful working environment.
To this end, the Human Resources Department strives to develop strategic workforce planning, maintain quality employer-employee communications, address the human aspects of change management, support the internationalization of the Natixis business lines and offer a more agile and streamlined organizational framework and methods.
Regional breakdown (in %) (excluding financial investments) 2020 2019 2018 (a)
Compared to headcount under contract, FTE headcount takes into account the rate of activity, consolidation rates of subsidiaries and excludes employees on * long absences: occupational illness/accident of over 90 calendar days, leave of several months (maternity, sabbatical…), working-time account balance in the event of retirement or early retirement. Companies in which Natixis directly or indirectly holds at least a 50% interest.**
Compared to headcount under contract, FTE headcount takes into account the rate of activity, consolidation rates of subsidiaries and excludes employees * on long absences: occupational illness/accident of over 90 calendar days, leave of several months (maternity, sabbatical…), working-time account balance in the event of retirement or early retirement. Companies in which Natixis directly or indirectly holds at least a 50% interest.**
Average: (new hire rate + departure rate)/2.(a) Number of new hires during the year/average annual headcount.(b) Number of departures during the year/average annual headcount.(c)
They must be the foundation for the operation of Natixis teams, in a climate of trust and responsibility and aims to promote innovation, the development and expression of everyone’s skills for the Group as well as initiatives in compliance with the rules and ethics.
Natixis deploys a structured Talent Management system across all of its entities, which makes it possible to anticipate successions and contribute to the individual development plans of each employee, particularly through Talent reviews and Career Committees.
For each employee, the development interview with his/her manager, gives rise to the creation of an individual development plan, tailored to his/her skills development needs, whether through training or taking charge of new projects to develop his/her experience, and his/her wishes for internal mobility (geographical and/or functional).
The “Purple Academy”, the internal university dedicated to leadership development, offers programs to support leaders in the transformation of Natixis, promote the deployment of the leadership model and accelerate the development of leaders and talents.
The Natixis Leadership Program (NLP) every year enables a group of 20 young talents to follow a path focused on the Company’s strategy. Since 2018, a “Development Journey” program supports high-potential Purple Leaders in the development of their individual development plan, preparing them for their next career step.
Internal mobility is at the heart of Natixis’ career management system. More than 98% of the positions opened in France in 2020 were filled by the Talent Acquisition Hub i.e. 857 recruitments. More than half of the positions filled in France are through internal mobility.
Internal transfer rate (in %) 6.9 7.3 nc 1.6 3.2 nc 0 2 nc 2 3.6 nc 5.6 6.3 nc
Job openings filled through internal transfers (in %) 56.5 46.3 55.7 5 8.7 7.7 1.6 15.7 55.8 12 15.7 15.5 40.3 36.8 47.4
In a Mobility pact, communicated to all employees, Natixis is committed to giving everyone the means to change jobs as easily and often as possible. An action plan based on three pillars was defined to: analyse the skills needs of all business lines in the short andV medium term (Strategic Workforce Planning); boost internal mobility;V
More than 20% of Natixis employees in France have jobs identified as undergoing transformation (changes in activities, skills, etc.). At the same time, new jobs are appearing, particularly in the areas of technology, customer relations, and jobs related to the ecological transition or new ways of working.
In 2020, the Step Up Academy developed more than 60 courses, followed by 140 employees. Some career paths are particularly focused on the technology and data sectors, which are in full development.
The training policy aims to meet the challenges arising from the transformation of business lines, skills and new ways of working by creating conditions that foster continuous learning and maintained employability.
Natixis organizes Learning Days in a fully digital format Built in the context of the health crisis, the two-week Learning Days event in September 2020 was a resounding success. The “Unlock your potential, We all have something to share” theme brought employees on board in France and abroad as part of a global program, which was also rolled out locally. At the end of these Learning Days, 94% of employees voted in favor of their renewal and 93% felt they had learned during this event, which is rich in formats (workshops, podcasts, videos, etc.), in content and in discussions.
In 2020, Natixis employees in France received over 159,959 hours of training. 94.2% of employees took one or more training courses.
Number of employees trained during the year/workforce present during the year(a)
Men Women 65 y. and + 60-64 y. 55-59 y. 50-54 y. 45-49 y. 40-44 y. 35-39 y. 30-34 y. 25-29 y. 20-24 y.
Natixis has committed to maintaining the percentage of employees aged 55 or older at more than 12% of the workforce (the figure was 16.7% at year-end 2020), and to ensuring that persons aged 45 and older account for at least 5% of total annual hires.
Finally, in 2020 Natixis obtained the Happy Trainees label for the third consecutive year. This label illustrates the desire to offer a rich and motivating experience to interns and work-study students, and also rewards the commitment to young people. The overall score awarded by students is 4.03/5 and more than 89% of them recommend Natixis (more than 300 internship or work-study students expressed their views on their experience at Natixis). The results are up compared to 2019.
As a signatory of the Diversity Charter, Natixis is committed to combating discrimination in all its forms. With the support of a dedicated team, it has put in place a policy aimed at capitalizing on the diversity of profiles, experience and skills.
In 2020, Natixis focused on continuing its initiatives to promote diversity in three key areas: gender equality in the workplace, cooperation between older and young employees, and the integration and retention of employees with disabilities.
Launch of the Diversity and Inclusion initiative Natixis aims to foster an inclusive work culture and environment in which every employee can have an impact. A participatory approach was launched in 2020 to propose the main areas of Natixis’ diversity and inclusion policy. This work led to a priority action plan, progress indicators and the establishment of a governance body bringing together representatives from all business lines. Training in the concepts of diversity and inclusion was carried out to promote individual and collective commitment, in a climate of trust.
Natixis has set targets for diversity in its leadership circles (20% women among the members of the Senior Management Committee, 30% among the Global Leaders – first leadership circle, 40% among the Purple Leaders – extended leadership circle).
With the aim of opening up and raising awareness, Natixis has been committed since 2018 to the Marie-Claire Acting for equality Think-Tank, which brings together personalities from the world of business, the media, education and culture.
In terms of training, Natixis has set up a talent development program for its female employees: “Réussir sa carrière au féminin” (achieving success in your career as a woman) for managers and experienced executives. 399 female employees of Natixis in France have participated in the program since its launch.
Each year, the international women's day is an opportunity to raise awareness of gender equality among all employees worldwide. In 2020, Natixis chose the theme of sexual harassment and sexist behavior at work. A guide was made available to employees. It recalls the expected behaviors and zero tolerance applied by Natixis. It provides essential guidelines for taking action in the event of inappropriate behavior: the limits not to be exceeded and the remedies provided within the Company as witnesses or victims.
% of women in the workforce 49.8 49.7 52.1 34.1 32.6 32.6 34.5 34.1 33.6 45.7 46.1 44.8 46.6 46.6 49.3
In terms of governance, it should be noted that Natixis has seven women out of fifteen members on its Board of Directors.
Percentage of women among employees who received training 49.5 49.5 51.1
Natixis is committed to a policy to promote the hiring, professional integration and retention of employees with disabilities. Championed by the Mission Handicap team and its network of experts in the business lines, the policy has led to three Group agreements while strengthening cooperation with management and delivering tangible results.
Natixis has once again committed to a 4th Disability agreement for a period of three years from January 1, 2020.
Natixis’ commitments include: promoting the retention of employees with disabilities byV adapting positions and working conditions, and providing access to professional training. In 2020, workstation adjustments to compensate for disability were duplicated in employees’ homes as part of the implementation of remote working; developing a hiring plan by participating in specialized hiringV forums, establishing partnerships with schools and universities, and developing application pools; promoting the use of disability-friendly companies by diversifyingV the list of approved services and partners; conducting communication and awareness-raising campaigns forV all Natixis employees.
Successful business continuity thanks to the ability to adapt and digitization processes launched a few years ago, or accelerated thanks to this crisis.
In early 2020, Natixis, in coordination with BPCE and all Group companies, decided to donate the entire stock of masks that we held to the French health authorities (450,000 surgical masks and 50,000 FFP2 masks).
Workplace accident severity rate (b) (in number of days of disability per thousand hours worked) 0.08 0.13 0.23
Absenteeism rate due to illness, including occupational illnesses (in %) (c) 3.3 2,9 3,0
Launch of preparatory work for the WELL work environment program in 2020 Natixis launched work on the “WELL working environment” program in 2020.
The aim is to improve the employee experience and provide Natixis employees with innovative spaces that integrate social issues, efficiency, functionalities and shared spaces for their well-being in order to encourage collaborative work and cross-functionality.
A Group-wide employment framework, quality employer-employee communications, and the ability to reach agreements form a solid framework for change management and transformation.
This framework currently consists of: a standard framework for the Social and Economic CommitteeV (CSE), the new employee representation body; compensation measures, through a single Natixis employeeV savings plan, a supplementary collective pension plan, a profit-sharing mechanism, and consistent salary measures; internal transfer and career management opportunities;V
Amendment No. 1 to the collective agreement on supplementary health reimbursement guarantees 27/02/2020
The compensation policy is centered on three components and reflects both individual and collective performance: fixed compensation reflects, at the individual level, the skills,V responsibilities and expertise expected for a position, as well as the role and importance of duties in the organization; variable compensation is granted where applicable, based on theV achievement of individual and collective targets. Pursuant to the various regulations in force, and to encourage performance over the long term, a significant portion of variable compensation granted to employees identified as risk-takers may be deferred (from 40% to 70% for the highest amounts).
ESR criteria are factored into Natixis’ compensation policy through: the inclusion of Natixis’ ESR strategy when determining the ChiefV Executive Officer’s variable annual compensation; ESR assessment goals set by non-financial agencies for theV long-term incentive plan for members of the Senior Management Committee; the inclusion of ESR criteria (paper and energy consumption) inV Natixis’ profit-sharing agreement; the inclusion of additional specific ESR goals in certain NatixisV subsidiary incentive schemes; SRI certification of half of employee savings schemes (PES andV PERCO).
Average gross annual compensation of staff under permanent employment contracts (1) (excl. profit-sharing, incentives and employer contributions to the Company savings plan) (in thousands of euros) 88.4 89.7 (a) 83.1 (c)
Average profit-sharing bonus (in thousands of euros) 2.8 (a) 2.8 (b) 2.9
Average incentive bonus (in thousands of euros) 5.0 (a) 5.6 (b) 5.7
Average gross employer contribution paid in respect of the Company savings plan and the collective pension plan (PERCO) (in thousands of euros) 3.2 (a) 3.3 (b) 3.4
Note: The overall contribution amount paid in 2020 totaled €35.76 million (€38.67 million in 2020 and €43.76 million in 2018).
Average gross annual compensation is calculated based on full-time permanent employees.(1) Excluding Specialized Financial Services (SFS), disposed on 01/04/2019.(a) Including the Specialized Financial Services (SFS) division.(b) It should be noted that the average gross annual compensation of staff under permanent employment contracts in 2018, restated for the exclusion of the SFS (c) division, would be 90.0.
On the accounting consolidation scope: mandatory employee profit totaled €35.1 million in 2020, €40.1 million in 2019, and €43.9 million in 2018; voluntary (a) employee profit sharing totaled €80.3 million in 2020, €96.3 million in 2019, and €108.6 million in 2018.
N.B. Total payroll costs (wages and salaries, profit-sharing and incentive schemes) are also reported in Chapter [7.6] “Operating expenses”.
For the 2020 edition, Odyssea organized individual connected races registration fees were doubled by Natixis and an additional donation and walks in which around one hundred Natixis employees was made to Gustave Roussy to fund research projects on registered. As every year, Natixis has joined forces to mobilize its immunotherapy and personalized breast cancer treatments. employees to support the fight against breast cancer. Employee
Natixis Assurances allows its members of staff a day’s leave each year so that they can do volunteer work with non-profit associations. In 2020, 33 volunteer missions were organized in various areas (helping in charity shops, accompanying underprivileged children on a day trip to the beach, installation of temporary cinemas in children’s hospitals, etc.). A total of 817 missions have been carried out with associations since 2014.
Since 2019, Natixis has offered its employees in France a simple and micro-donation is taken directly from the payslip and Natixis doubles participative generosity scheme: payroll ROUNDING. It enables them the amount of donations. One year after its launch, more than to support one of the five selected associations. The monthly €64,000 were paid to the five beneficiary associations.
Since the start of the health crisis in March 2020, Natixis has chosen to support the local initiatives of its employees around the world faced with the coronavirus pandemic. This commitment was intended to best meet the needs identified locally in the fight against COVID-19. More than 85 initiatives have been carried out in favor of healthcare staff, medical research or populations particularly affected by the pandemic.
Fundraising to fight COVID-19 In France, a fundraising campaign was launched over a three-month period, with a matching contribution from the Company, and nearly €100,000 were raised for the following three organizations: Tous unis contre le virus (alliance between the Fondation de France, AP-HP and Institut Pasteur), Samu social de Paris and Action Against Hunger. In addition to this fundraising, Natixis Wealth Management and VEGA Investment Managers also made a financial donation to the Samu social de Paris.
Some Natixis entities have enabled employees personally involved in local associations to obtain financial support from their respective departments. Natixis Investment Managers and Mirova (an Asset Management company affiliated to Natixis Investment Managers) made donations to around fifty non-profit organizations on the recommendation of their employees.
In 2020, Natixis Foundation – corporate foundation was created. Its aim is to facilitate the commitment of all Natixis employees to a fair transition. Natixis Foundation will thus support projects and actions of general interest that come under both environmental protection and solidarity, with a goal of lasting impact.
In the EMEA region: The Milan branch organized a donation campaign as part of the partnership with a food bank and Dynamo Camp (a charity that helps disabled children), for which members of staff can normally volunteer to support.
Many charities are supported in London, including Future Frontiers and SOS Villages d’Enfants, which provide funds and daily support to families living in poverty. During the lockdown periods, employees have been fully engaged in online actions to support the SCT association and to participate in initiatives such as a “virtual” walk in Lapland, draws, games and even online challenges.
In Porto, a multitude of actions to mobilize all employees have been organized in recent years. During the health crisis and periods of lockdown, the teams have provided support to hospitals and caregivers through donations of masks, distribution of food hampers and a virtual solidarity race. Donations of computer equipment and financial donations were made to the association Bagos D'Ouro,
The continuity of the partnership with the association Pour un Sourire d’Enfant (PSE) has materialized with the mentoring of students by a dozen committed employees, a donation campaign for Chinese New Year and a collection of items such as clothing, books and toys in December.
Recognition of ESG criteria in the issuer analysis 7 1-6 2 1-10
Incorporation of ESG criteria and exclusion policies in investment decisions 7 1-6 2 1-10 5 6.4.2 Green growth: financing the energy transition and combating climate change 7, 8 1, 2 2, 4 13, 15 6.4.2.2 Financing and investment in renewable energy 7, 8 1, 2, 3 1, 2 2, 4 7 6.4.2.3 Financing and investment in mobility and sustainable cities 7, 8 1, 2, 3 1, 2 2, 4 11, 13 6.4.2.4 Green bonds and green loans 7, 8 1, 2, 3 1, 2 2, 4 13 6.4.2.5 Development of low carbon structured products 7, 8 1, 2 2, 4 13 6.4.2.6 Aligning with the objectives of the Paris Agreement 7, 8 1-6 1-6 2, 4 13 6.4.3 Green growth: protecting and developing natural capital 7, 8 1, 2, 3 1, 2, 4 1-10 6.4.3.2 Recognition of biodiversity in financing 7, 8 1, 2 1-10 14, 15 1, 2, 3, 4, 5, 6 6.4.3.3 Thematic investment in natural capital 7, 8 1, 2, 3 1, 2 1-10 1, 2, 13, 14, 15 1, 2, 3, 4, 5, 6 6.4.3.4 Development of natural capital structured products 7, 8 1, 2 1-10 6, 14 1, 2, 3, 4, 5, 6 6.4.3.5 Development of the solidarity-based economy 7, 8 1, 2, 4 12 1, 2, 7, 8, 9, 10 6.5.1 Incorporating E&S criteria in financing operations and investments 1-10 1-6 1-6 1-10 6.5.2 Duty of vigilance 1-10 6.7.1 Human Resources policy and diversity management 3,4 5, 8 6.7.2 Commitments to solidarity-related projects 1-2-3-4-5-8-10
ESR reporting in 2020 is based on the requirements of the non-financial performance report.
The Natixis Worldwide scope covers all of Natixis and its subsidiaries (1) around the world, including Financial investments and entities within the accounting consolidation scope (Natixis Algérie).
Impacts of changes in the managed scope such as: inclusion of the following entities:V
Financial investments: Coface and Fimipar, now less than 50% owned and out of theV scope of accounting consolidation: 4,419 employees at 31/12/2019.
The headcount includes all employees who have an active employment contract with a Natixis legal entity (managed scope). Interns, apprentices and beneficiaries of a VIE (International Volunteer Program) assignment are not considered. Expatriates and seconded employees are accounted for in their entity of origin.
Hires include external recruitment to positions with permanent employment contracts or fixed-term employment contracts, transfers from Groupe BPCE and the conversion of all other types of contract (work-study placements, internships, VIE, etc.) into permanent employment contracts or fixed-term employment contracts, and conversions of fixed-term employment contracts into permanent employment contracts.
Certain indicators covered by the DPEF were not disclosed because they were deemed to be distant from Natixis’ core business: actions against food waste;V
Our independence is defined in the provisions of Article L.822-11-3 of the French Commercial Code and in our Code of Ethics. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with the ethical requirements, French professional standards and applicable legal and regulatory requirements.
assess the process for selecting and approving the main risks asV well as the consistency of the results, including the key performance indicators presented, in terms of the main risks and policies described, and corroborate the qualitative information (actions and results) thatV we considered the most important(1); we verified that the Report covers the scope of consolidation, i.e. allV the companies included in the scope of consolidation as defined in Article L.233-16, within the limitations set out in the Report; we familiarized ourselves with the internal control and riskV management procedures established by the entity, and reviewed the data collection process used to ensure the completeness and sincerity of the Information reported; for the key performance indicators and the other quantitativeV results(2) we considered to be the most important, we applied: analytical procedures to verify the correct consolidation ofV collected data as well as the consistency of changes thereto, substantive tests, on a sampling basis, to verify the properV application of definitions and procedures, and to reconcile data with supporting documents. This review was performed on a selection of contributing entities(3) and covered between 48% and 100% of consolidated data in the key performance indicators and outcomes selected for these tests; we assessed the overall consistency of the Report in relation to ourV knowledge of the entity.
Distribution of share capital 7.1 and voting rights 542 Distribution of share capital 7.1.1
Changes in Natixis’ share capital 7.2.3 over the last five fiscal years 544
Special report on transactions carried 7.4.2 out in under the provisions of Articles L.225-197-1 to L.225-197-3 of the French Commercial Code during the year 2020 548
o/w employee shareholding within the meaning of Article L.255-102 of the French Commercial Code** 2.46% 2.47%
The table below summarizes the transactions carried out by the Company in its own shares from January 1, 2020 to December 31, 2020 and indicates the number of treasury shares held by the Company: Number of treasury shares registered in the name of the Company as of 31/12/2019 2,083,199
Distribution of share capital and voting rights 543NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Percentage of share capital held by the Company as of 31/12/2020 0.127%
Ownership of shares by members of the management 7.1.1.4 and administrative bodies
Board members, including natural and legal persons, owned 70,57% of Natixis’ capital at December 31, 2020 (of which almost all is owned by BPCE).
o/w employee shareholding within the meaning of Article L.255-102 of the French Commercial Code(1) 2.16% 2.16%
1.26% was held under the BPCE Actions Natixis fund, including holders of Groupe BPCE shares. The % voting rights includes treasury shares held by Natixis.** The shares referred to in Article L.225-102 of the French Commercial Code serve to determine the threshold beyond which a motion shall be made to appoint (1) a Director representing the employee shareholders (applies to shares held directly by employees: FCPE Mauve, shares held under free share allocation plans (Macron Act No. 2015-990), the BPCE Actions Natixis fund including holders of Groupe BPCE shares).
The share capital amounted to €5,052,644,851.20 on March 1, 2021, divided into 3,157,903,032 fully paid-up shares of €1.60 each.
The table below shows changes in the Company’s share capital over the last three fiscal years.
Of which 2.46% (77,715,536 shares) within the meaning of Article L.225-102 of the French Commercial Code. Details concerning the employee share ownership * plan are presented in section 7.1.1.3 above.
Changes in Natixis’ share capital over the last five fiscal 7.2.3 years
On November 25, 1985, Banque Française du Commerce Extérieur, Natixis’ predecessor, issued 140,000 non-voting shares with a par value of FRF 5,000 (€762.25). The coupon is payable annually on November 25. Redemptions are at the initiative of the borrower.
No stock options were granted by the Company in fiscal years 2009 to 2020.
Natural or legal persons exercising or potentially 7.3.4 exercising control over Natixis
As the main shareholder of Natixis, BPCE assumes the responsibilities provided for by banking regulations.
The application of the Afep-Medef Corporate Governance rules and the rules set out for members of the Board of Directors prevent the risk of abusive exercise of control.
In fiscal year 2020, Natixis did not pledge any of its shares.
Current delegations and financial authorizations 7.4.1 and use by the Board of Directors
Amount used 28/05/2019 25 To award bonus shares to employees and corporate officers of the Company and related companies, without preferential subscription rights 2.5%/0.1% (b) of share capital 20/05/2020 €428,189 (f)
The stock market valuation is presented in the table in section 7.4.2 below.(f)
Special report on transactions carried out in under 7.4.2 the provisions of Articles L.225-197-1 to L.225-197-3 of the French Commercial Code during the year 2020
In accordance with the provisions of Article L.225-197-4 of the French Commercial Code, the transactions carried out pursuant to Articles L.225-197-1 to L.225-197-3 on free shares for employees and corporate officers of the Company are described in this report.
Closing price of Natixis shares on 09/04/2020.(a) Closing price of Natixis shares on 20/05/2020.(b) Natixis’ Chief Executive Officer.(c)
The table below details the free shares granted during the vesting period in previous years.
Details of the shares allocated to executive corporate officers are provided in section 2.3.2.4 (AMF table No. 10).(a) Subject to compliance with the presence and performance conditions defined in the plan regulations.(b) Scheduling of the shares' vesting by beneficiaries.(c)
The information below details the free shares in the holding period following the definitive acquisition of the shares by the beneficiaries recorded during fiscal year 2020 by decision of the Chief Executive Officer.
respect of the 2017 Plan. The vesting period for the last tranche of this award expired on March 1, 2020. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board of Directors decided at its April 13, 2018 meeting to award a total of 3,389,678 bonusBy virtue of the authorization granted by the Combined GeneralV shares to certain employees of Natixis and its subsidiaries, and toShareholders’ Meeting of May 24, 2016, resolution twenty, the the Chief Executive Officer of Natixis in respect of the 2018 Plan.Board of Directors decided at its April 10, 2017 meeting to award a The vesting period for the first tranche of this award also expiredtotal of 3,012,307 bonus shares to certain employees of Natixis on March 1, 2020.and its subsidiaries, and to the Chief Executive Officer of Natixis in
As a result, by decision of March 1, 2020, the Chief Executive Officer, by virtue of the powers granted to him by the Board of Directors, acknowledged capital increases by capitalization of reserves in the amount of €2,961,124.80 via the issue of 1,850,703 new shares with a par value of €1.60 in respect of the 2017 Plan, and in the amount of €1,467,696 via the issue of 917,310 new shares with a par value of €1.60 in respect of the 2018 Plan, thereby increasing the Company’s share capital from
By virtue of the authorization granted by the Combined GeneralV Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors decided at its July 28, 2016 meeting to award a total of 151,283 bonus shares under the 2016 Plan to the members of the Natixis Senior Management Committee. The vesting period for these shares expired on July 28, 2020.
The Mauve plan is reserved for employees of companies included in the scope determined by the Board of Directors, which comprises Natixis S.A. and its subsidiaries and branches, who are enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope.
Natixis’ main shareholder BPCE held 70.57% of the share capital and 70.66% of the voting rights at December 31, 2020. Given its capital structure, Natixis believes that a hostile takeover bid would have very little chance of succeeding.
None of the Company’s shareholders holds different voting rights. shareholder for at least two years as stipulated by Article L.22-10-46 of the French Commercial Code, each member of the meeting has aIn line with Article 25 of the Company’s bylaws, and as an exception right to as many votes as they hold or are represented by shares.to the granting of double voting rights to any fully paid-up shares that can be proved to have been registered in the name of the same
Information on the use made of the previous share buyback authorization is provided in section 7.1.1.2 of this universal registration document.
The various objectives of this share buyback program set out in the 19th resolution submitted to the General Shareholders’ Meeting of the Company on May 28, 2021, are notably, in accordance with the regulations in force and the market practices accepted by the AMF: market making for Natixis stock in the secondary market orV ensuring the liquidity of Natixis stock; award bonus shares in accordance with the provisions of ArticlesV L.225-197-1 et seq. and L.22-10-59 et seq. of the French Commercial Code; or award or transfer shares to employees in connection with theirV share of Company profits or implement any Company or group employee savings plan (or similar plan) under the conditions provided for by law, in particular Articles L.3332-1 et seq. of the French Labor Code; or implement any Company stock option plan in accordance with theV provisions of Articles L.225-177 et seq. and L.22-10-56 et seq. of the French Commercial Code or any similar plan; or in general, honor obligations related to stock option programs orV other share awards to employees or corporate officers of the issuer or a related company based on the provisions of Articles L.225-180 and L.225-197-2 of the French Commercial Code; or cancel all or a portion of the shares bought back accordingly; orV
tender shares in connection with the exercise of rights attached toV securities convertible into the Company’s shares, by way of redemption, ordinary conversion, exchange, presentation of a warrant or any other manner; or tender shares (for exchange, payment or another reason) inV connection with acquisitions, mergers, spin-offs or asset transfers.
This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release.
The Company cannot under any circumstance own at any given time more than 10% of the shares comprising its share capital.
The total amount allocated to the share buyback program may not exceed €3,155,951,502 as calculated on the basis of the share capital at December 31, 2020 (excluding the deduction of treasury shares at December 31, 2020).
On December 15, 2020, the European Central Bank announced certain additional measures to regulate the distribution of dividends by banking institutions, given the context of the health crisis. This defines the following conditions and limits on the amount of dividends that may be distributed: the bank must be a beneficiary;V
The Company cannot guarantee the amount of dividends that will be paid in respect of a fiscal year because this is dependent on the Group’s financial position, results and recommendations from banking supervisory authorities.
In respect of the 2019 fiscal year, in view of the COVID-19 pandemic and the difficulty of assessing the economic and financial short- and medium-term consequences, and in line with the ECB’s recommendations of March 27, 2020, the Board of Directors proposed to the General shareholders Meeting of May 20, 2020 that no dividend would be paid out (instead of the distribution of €31 cents per share initially planned). The General Shareholders’ Meeting of May 20, 2020 therefore decided to allocate the distributable profit in full to retained earnings.
Given the Covid 19 pandemic and in line with the ECB recommendations of March 27, 2020, the Company did not distribute dividends in 2019.*
The following two bodies also coordinate relations with individual investors: The shareholders’ Club
Created in November 2007, the Natixis shareholders’ Club had 12,300 members at December 31, 2020.
The shareholders’ Club website (clubdesactionnaires.natixis.com) includes all information and services relating to the Club.
Online video chat sessions have been held to discuss Natixis’ earnings and strategy or other economic- or stock-market-related topics, and recordings of these chats were posted on our website (www.natixis.com) and sent to members of the shareholders’ Club via our newsletters.
Before the lockdown caused by the COVID-19 epidemic, as part of its sponsorship with Racing 92, Natixis was able to offer tickets to its shareholders for a match in Castres, as well as for matches in the Paris La Défense arena (SuperSevens, Stade Toulousain and Stade Rochelais). Then, due to the COVID-19 crisis and the closure of the Opéra de Paris, the Philharmonie and museums, as well as the ban on public racing, Natixis had to suspend its counterparty offer to its shareholders. Only tickets for the Musée des Tuileries and the Musée d’Orsay could be distributed at the end of the first lockdown.
Then, building on discussions held since 2017 on the redesign of theV Natixis website, the Committee held a consultation with the employees of the Natixis Communication Department responsible for of this project. The new website was launched this year and warmly received by the Committee. Its members generally appreciate the content, the fluidity and the choice of tree structures and colors.
In the context of the health crisis, the General Shareholders’ Meeting of Natixis was held behind closed doors – without the presence of shareholders – on May 20, 2020 and not at the Palais Brongniart in Paris, as initially planned. It was broadcast live by video on the Natixis website.
The Company’s results for the first quarter of 2020 and the financial structure were presented. François Riahi indicated that the Natixis Board of Directors had decided to follow the recommendations made by the European Central Bank (ECB) concerning the distribution of dividends in the context of uncertainties about the financial impact of the COVID-19 crisis.
the Compensation Committee” by its Chairman Nicolas de Tavernost on the compensation of executives and the “regulated population” was then shown.
Laurent Mignon then gave a brief overview of Natixis’ governance, its structure and the work of the Board of Directors. The video “Work of
Then, the Statutory Auditors’ reports certifying Natixis’ financial statements for 2019 were presented.
An individual shareholder asked questions about the delay in sending the notice of meeting and the waiver of the dividend payment in respect of 2019 according to the ECB’s recommendations.
After explanations of the resolutions put to the vote by the secretary of the meeting, the results of the votes were posted.
The full video broadcast and the presentation of the Shareholders’ Meeting will be available for five years on the Natixis website under the heading “Our investors & shareholders”, under Individual shareholders then Shareholders’ Meeting.
Terms and conditions 8.1 of attendance by shareholders at General Shareholders’ Meetings 556 Notice of General Shareholders’ 8.1.1 Meetings 556
Combined General 8.2 Shareholders’ Meeting of May 28, 2021 558 Agenda8.2.1 558
Report of the Board of Directors on 8.2.2 the resolutions submitted to the Combined General Shareholders’ Meeting of May 28, 2021 559
Draft resolutions to the Combined 8.2.3 General Shareholders’ Meeting of May 28, 2021 571
Terms and conditions 8.1 of attendance by shareholders at General Shareholders’ Meetings
Shareholders who can prove their shares are in a custody account (pursuant to subparagraph 7 of Article L.228-1 of the French Commercial Code) in their name or in the name of an intermediary acting on their behalf, either in the registered share accounts held by the Company or in the bearer share accounts held by their authorized intermediaries, no later than two working days before the date of the meeting (by midnight Paris local time hereinafter referred to as D-2), may attend the meetings.
acting on behalf of the shareholder. A certificate is also delivered to shareholders who wish to attend the meeting in person and who have not received an admission card by D-2, midnight Paris time.
An authorized proxy (namely the shareholder’s spouse or another shareholder, a partner with whom the shareholder has a civil partnership, or any other individual or legal entity of their choice) may represent a shareholder at General Shareholders’ Meetings. This proxy may not represent another person.
By decision of the Board of Directors, the shareholders can also take part in the meetings via videoconferencing or vote by any means of telecommunication and teletransmission, including the Internet, under the conditions set forth in the regulations that are applicable at the time of using them.
In line with the provisions of Article L.225-105 of the French Commercial Code and subject to the conditions and time frames set by law, one or more shareholders holding the requisite portion of share capital may request, by means of registered letter with acknowledgement of receipt, that items or draft resolutions be included on the meeting agenda.
In line with the provisions of Article 25 of the bylaws, and as an Article L.22-10-46 of the French Commercial Code, each member of exception to the granting of double voting rights to any fully paid-up the meeting has a right to as many votes as they hold or are shares that can be proved to have been registered in the name of the represented by shares. same shareholder for at least two years as stipulated by
Terms and conditions of attendance by shareholders at General Shareholders’ Meetings 557NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 558 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
Review and approval of the parent company financial statementsV for the fiscal year ended December 31, 2020; Review and approval of the consolidated financial statements forV the fiscal year ended December 31, 2020; Appropriation of earnings for the fiscal year ended December 31,V 2020 and setting of the dividend; Special report of the Statutory Auditors on the agreements referredV to in Articles L.225-38 et seq. of the French Commercial Code; Approval of the information mentioned in Section I of ArticleV L.22-10-9 of the French Commercial Code, pursuant to Article L.22-10-34 I of the French Commercial Code; Approval of the fixed, variable and non-recurring items constitutingV the total compensation and the benefits of any kind paid during fiscal year 2020 or allocated for the same fiscal year to Laurent Mignon, Chairman of the Board of Directors, pursuant to Article L.22-10-34 II of the French Commercial Code; Approval of the fixed, variable and non-recurring items constitutingV the total compensation and benefits of any kind paid during the period from January 1 to August 3, 2020 or allocated for the same period to François Riahi, Chief Executive Officer, pursuant to Article L.22-10-34 II of the French Commercial Code; Approval of the fixed, variable and non-recurring items constitutingV the total compensation and benefits of any kind paid during the period from August 3 to December 31, 2020 or allocated for the same period to Nicolas Namias, Chief Executive Officer, pursuant to Article L.22-10-34 II of the French Commercial Code; Approval of the compensation policy for the Chairman of the BoardV of Directors, pursuant to Article L.22-10-8 of the French Commercial Code; Approval of the compensation policy for the Chief ExecutiveV Officer, pursuant to Article L.22-10-8 of the French Commercial Code; Approval of the compensation policy for the members of the BoardV of Directors, pursuant to Article L.22-10-8 of the French Commercial Code; Total amount of compensation paid in 2020 to the personsV referred to in Article L.511-71 of the French Monetary and Financial Code; Ratification of the co-option of Catherine Leblanc as a director;V
Ratification of the co-option of Philippe Hourdain as a director; V
Delegation to the Board of Directors to reduce the share capital byV canceling treasury shares; Delegation of authority to be given to the Board of Directors toV decide on a share capital increase, through the issue of shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities, with maintenance of preferential subscription rights; Delegation of authority to be given to the Board of Directors toV decide on a share capital increase through the issue, by way of public offers other than those referred to in Article L.411-2 of the French Monetary and Financial Code, of shares and/or securities giving access to the share capital or granting entitlement to the allocation of debt securities, without preferential subscription rights; Delegation of authority to be given to the Board of Directors toV decide on a share capital increase, through the issue, by way of public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code, of shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities, without preferential subscription rights; Delegation of authority to be given to the Board of Directors toV issue shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities in return for contributions in kind relating to equity securities or securities giving access to the Company's share capital, without of preferential subscription rights; Delegation of authority to be given to the Board of Directors toV decide on a share capital increase by capitalizing reserves, profits, issue premiums, or other; Delegation of authority to be given to the Board of Directors toV increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights; Delegation of authority to be given to the Board of Directors toV decide on a share capital increase, through the issue of shares or securities giving access to the share capital; reserved for members of savings plans, without preferential subscription rights in favor of the latter; Ratification of the amendment to Article 25 of the bylaws in orderV to comply with the new legislative provisions; Powers for formalities.V
Report of the Board 8.2.2 of Directors on the resolutions submitted to the Combined General Shareholders’ Meeting of May 28, 2021
The purpose of this report is to present the draft resolutions submitted by your Board of Directors to your General Shareholders’ Meeting.
You may refer to the 2020 Universal Registration Document for an overview of the financial condition, activity and results of Natixis and its Group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com).
The following ten resolutions (from the 20th to the 29th resolution)V fall within the remit of the Extraordinary General Shareholders’ Meeting and concern (i) the renewal of all financial authorizations and delegations intended to give your Company the financial means to develop and carry out its strategy, (ii) the ratification of the amendment to the bylaws in order to comply with the applicable laws and regulations and (iii) powers to carry out the formalities related to this Combined General Shareholders’ Meeting.
Approval of the financial statements for fiscal year 2020 (1st and 2nd resolutions)
Regardless of the tax treatment of dividends for income tax purposes (PFU or progressive income tax scale), the paying establishment located in France must collect: a mandatory non-definitive flat-rate withholding tax (PFO) at a rateV of 12.8% (Article 117 quater of the French General Tax Code) as an initial income tax payment, unless individual beneficiaries who are tax residents of France have applied for an exemption under the conditions set out in Article 242 quater of the French General Tax Code; social security charges of 17.2%.V
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 560 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
In view of the economic context linked to the Covid-19 epidemic and in line with the recommendations made by the European Central Bank (ECB) on March 27, (*) 2020, the Company’s Combined General Shareholders’ Meeting of May 20, 2020 decided to allocate the entire distributable profit to retained earnings.
Statutory Auditors’ special report on the agreements referred to in Article L.225-38 of the French Commercial Code (4th resolution)
The purpose of this agreement is to formalize a partnership aimed at creating a leading European player in asset management by combining, within Ostrum Asset Management, the activities and expertise of euro rate and credit management, as well as the insurance management of Ostrum Asset Management and La Banque Postale Asset Management. The agreement aims to combine, within Ostrum Asset Management, the core euro rate management activities and expertise, as well as the insurance management of Ostrum Asset Management and LBPAM.
Following the merger, Ostrum Asset Management will also have a technological and operational platform capable of meeting the needs of Ostrum Asset Management as well as providing services to certain affiliates of Natixis Investment Managers and LBP and to any third-party customers. This platform will have the following objectives: To offer insurance management at a competitive price and aV service to the best market standards; To offer its corporate clients core euro rate management with theV highest standards of operational efficiency to operate at a lower cost; To grow and welcome other customers outside the LBP and BPCEV groups; To be fully compliant with the principles of socially responsibleV investment.
On the day of the transaction, Laurent Mignon, Catherine Halberstadt, Alain Condaminas, Christophe Pinault and François Riahi are interested parties.
The purpose of this outsourcing services contract, dated December 18, 2020, is to merge the Infrastructure, Production and Security activities of Natixis (“IPS”) and BPCE IT in order to optimize and improve the quality of the IT services and production provided to Natixis. The consolidation of the IT infrastructure, security and application production activities of Natixis S.A.’s retail banking sector within BPCE-IT aims to transfer the management of IT infrastructure, security and application production activities for Retail Banking from the Infrastructure, Production & Security division, known as the “IPS division” to BPCE-IT. This “IPS division” brings together a group of employees and resources dedicated to the continuation of this activity. In order to guarantee the proper functioning of the entity, all of these resources are transferred to BPCE-IT. This operation entails the automatic transfer of employment contracts under the conditions provided for in Article L.1224-1 of the French Labor Code for employees reporting to the “IPS division” of Natixis S.A., as well as the recovery of certain contracts with service providers of the “IPS division”. This merger and all of these transactions have been effective since January 1, 2021. This agreement is subject to the approval of the General Shareholders’ Meeting of May 28, 2021.
As Natixis, BPCE IT and ALBIANT IT have a common executive officer in the person of Nicole Etchegoïnberry, this outsourcing services contract constitutes a related-party agreement within the meaning of Article L.225-38 of the French Commercial Code.
The Company has published information releases on its website (www.natixis.com) presenting the main terms of these agreements.
Resolutions 5 to 12 relate to the compensation of corporate officers
Approval of the information mentioned in section I of Article L.22-10-9 of the French Commercial Code, pursuant to Article L.22-10-34 I of the French Commercial Code (5th resolution).
Opinion on the elements of the total compensation and benefits of any kind paid during the fiscal year 2020 or allocated for the same fiscal year to each executive corporate officer (6th to 8th resolutions)
It should be noted that in accordance with the French Pacte Law of May 22, 2019, Natixis publishes the equity ratios for each executive corporate officer, which are reproduced below: Compensation of the executive corporate officer in relation to: Chairman of the Board of Directors
The purpose of the ninth, tenth and eleventh resolutions is to submit for the approval of the shareholders, in accordance with Article L.22-10-8 of the French Commercial Code, the compensation policy for the Chairman of the Board of Directors (ninth resolution), the Chief Executive Officer (tenth resolution) and directors (eleventh resolution), as presented in the Board of Directors’ corporate governance report.
After consulting with the Compensation Committee, the Board of Directors determines the various compensation components of Natixis’ executive corporate officers based on the principles of competitiveness in comparison with market practices for similar positions, and the way said components relate to performance.
Executive corporate officers The compensation policy applicable to the executive corporate officers has been updated with regard to severance and non-compete payments: Regarding severance pay, it is specified that the assessment of the achievement of the objectives will be carried out over the two previous fiscal years, and not by half-year, in order to reflect the process of defining and monitoring budgets which is carried out over a full fiscal year. In addition, the data relating to the GNI and ROE used to assess the achievement of the budget will be the underlying data.
Average Natixis underlying net income over the two fiscal years1. preceding departure greater than or equal to 75% of the average budget forecast for the period; Average underlying Natixis ROE over the two fiscal years2. preceding departure greater than or equal to 75% of the average budget forecast for the period; Natixis cost/income ratio below 75% over the last half-year3. prior to departure.
The system of non-compete compensation is amended to be clarified and brought into line with the latest changes to the AFEP-MEDEF Code: The payment of the non-compete compensation is excluded when the executive officer asserts his/her pension rights and no non-compete benefit may be paid beyond the age of 65.
The main changes to the compensation policy are as follows: the adjustment to the methods for distributing the overall annualV compensation package to be allocated to the members of the Board of Directors in order to take into account the creation of the CSR Committee; waiver by the Chairman of the Board of Directors of anyV compensation due in respect of his office as director(1).
On the basis of fifteen directorships and one non-voting director, the compensation of the members of the Board of Directors complies with the following rules: Governing body
Total amount of compensation paid in 2020 to the persons referred to in Article L.511-71 of the French Monetary and Financial Code (12th resolution)
In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of the twelfth resolution is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred to in Article L.511-71 of the same Code during fiscal year 2020.
The definition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive No. 2013/36/EU, known as CRD IV, and the French Ministerial Order of November 3, 2014, and is determined according to criteria set by the European Banking Authority (EBA) in its regulatory technical standard published on December 16, 2013, and approved by the European Commission in Commission Delegated Regulation (EU) No. 604/2014 of March 4, 2014.
Total compensation paid to the above-mentioned Natixis employees during the fiscal year ended December 31, 2020, came to €180 million (excluding employer social security charges). Since variable compensation is paid out in tranches for several years after it is awarded, this amount is not the same as the amount of compensation awarded for fiscal year 2020. This amount includes: fixed compensation paid in 2020;V
Philippe Hourdain whose co-option took place at the Board ofV Directors meeting of June 23, 2020, to replace Thierry Cahn, who resigned, for the remainder of his term of office, i.e. until the end of the General Shareholders’ Meeting called in 2022 to approve the financial statements for the year ended December 31, 2021.
Catherine Leblanc, 66 years, is Chairwoman of the Board of Directors of Banque Populaire Grand Ouest (see the fact sheet on Catherine Leblanc in chapter 2 “Corporate Governance” section 2.1.4 of the Natixis 2020 Universal Registration Document) and provides the Board of Directors with her expertise in the following areas: Banking, Finance, Corporate Management, Corporate Strategy, Human Resources and Governance/Legal.
Renewal of the term of office of a director (15th resolution)
It should be noted that Natixis initiated a process of restaggering the terms of office at the Natixis General Shareholders’ Meeting of May 23, 2018 in order to comply with recommendation No. 14.2 of the AFEP-MEDEF Corporate Governance Code, which provides for the organization of a staggering of terms of office “in order to avoid a block renewal and to favor a harmonious renewal of the directors”.
Natixis would thus be in compliance with the recommendations of the AFEP-MEDEF Corporate Governance Code on this subject.
Subject to the approval of resolutions 13 to 18, the composition of the Board of Directors would still include fifteen directors, one third of whom are independent directors, in compliance with the AFEP-MEDEF Corporate Governance Code. It would be composed of seven women and eight men, i.e. a proportion of female directors of 47%.
Information on the use made of the previous share buyback authorization is provided in Chapter 7 “Capital and share ownership”, section 7.1.1.2 of the 2020 Universal Registration Document.
Thus, the Board of Directors would be authorized to set up a treasury share buyback program up to a limit of 10% of the total number of shares comprising the Company’s share capital, or 5% of the total number of shares comprising the Company’s share capital acquired with a view to being held and subsequently tendered in connection with a merger, spin-off or asset transfer. Besides, the Company cannot under any circumstance own at any given time more than 10% of the shares comprising its share capital.
These share purchases would be for the purposes of: managing the liquidity contract;V
allocating or transferring shares to employees in respect of theirV contribution of the Company profits, Employee Savings schemes or share buyback programs and to award free shares or any other form of share allocation to members of staff; canceling shares;V
tendering shares upon exercising rights attached to securitiesV granting rights to capital; tendering shares (for exchange, payment or another reason) inV connection with acquisitions, mergers, spin-offs or asset transfers; This program is also intended to enable the Company to implement any market practices that might be permitted by the AMF and, more generally, to conduct any other transaction that complies with the regulations in effect. In such a scenario, the Company will notify its shareholders by means of a press release.
These shares may be bought, sold or transferred at any time (except in the event of a takeover bid of the Company’s shares) by any means (including block trades or the use of derivatives) in accordance with the regulations in effect (see the summary table on the financial resolutions submitted to the shareholders in Appendix 1).
Resolutions requiring the approval of the Extraordinary General Shareholders’ Meeting (20th to 29th resolutions)
Reduction of the share capital by cancelation of treasury shares held by the Company (20th resolution)
In the twentieth resolution, the General Shareholders’ Meeting is asked to renew the authorization granted to the Board of Directors for a period of 26 months to cancel, by way of a reduction in the share capital, all or part of the shares held by Natixis directly or acquired pursuant to the authorization granted by the Ordinary General Meeting, up to a limit of 10% of the share capital per period of 24 months. This authorization will invalidate any previous authorization of the same nature, up to the amount of unused amounts (see hereafter the summary table on the financial resolutions presented to the General Shareholders' Meeting).
The Board of Directors has financial authorizations and delegations granted to it in 2019 and which expire during the fiscal year 2021.
Consequently, these resolutions make it possible to carry out issues, with preferential subscription rights on the one hand (twenty-first resolution), and/or without preferential subscription rights on the other hand (twenty-second, twenty-third, twenty-fourth and twenty-seventh resolutions), subject to compliance with the following limits: Global cap: the nominal amount of all capital increases likely to beV carried out immediately or in the future with or without preferential subscription rights (21st to 27th resolutions) may not exceed €1.5 billion, i.e. approximately 30% of the existing share capital to date; and under ceiling: the nominal amount of capital increases likely to beV carried out immediately or in the future without preferential subscription rights (22nd to 24th resolutions) may not exceed €500 million, i.e. 10% of the existing share capital to date.
In the event of an issue with cancellation of preferential subscription rights by way of public offers (other than those referred to in Article L.411-2 of the French Monetary and Financial Code), your Board of Directors may establish a priority right*, if applicable, with over-subscription privileges*.
In the context of certain specific transactions, the Board of Directors may (see hereafter the summary table on the financial resolutions presented to the General Meeting): decide to increase the share capital without preferentialV subscription rights, by way of public offers referred to in Item 1 of Article L.411-2 of the French Monetary and Financial Code: this is the purpose of the twenty-third resolution. This resolution would delegate to the Board of Directors, the ability to carry out transactions through private placements* for the benefit of qualified investors or a limited circle of investors, up to the maximum legal limit of 20% of the share capital per year; decide to increase the share capital without preferentialV subscription rights in order to remunerate the contributions in kind granted to the Company up to a limit of 10% of the share capital at the time of issue: this is the purpose of the twenty-fourth resolution. The purpose of this resolution is to delegate to the Board of Directors the power to carry out external growth transactions financed by shares or securities giving access to the share capital issued by the Company as compensation for contributions in kind to the Company relating to shares or securities giving access to the share capital; decide to increase the share capital by incorporating premiums,V reserves, profits or other: this is the purpose of the twenty-fifth resolution. The purpose of this resolution is to enable the Board of Directors to carry out, on one or more occasions, capital increases by incorporation of premiums, reserves, profits or other items, for which the capitalization will be legally and statutorily possible. This is an accounting mechanism that makes it possible to increase the Company’s share capital without contributing funds. This resolution is the responsibility of the Extraordinary General Shareholders’ Meeting which, by way of derogation, rules in accordance with the quorum and majority conditions of an Ordinary General Shareholders’ Meeting; decide to increase the number of shares to be issued within theV legal limits in the event of a capital increase with or without preferential subscription rights: this is the purpose of the twenty-sixth resolution; decide on a capital increase without preferential subscription rightsV reserved for members of a savings plan and up to a nominal value of fifty (50) million euros: this is the purpose of the twenty-seventh resolution. The purpose of implementing capital increases reserved for members of a savings plan would be to strengthen employee profit-sharing and closely involve employees in the development.
For each of these delegations (other than that covered by the 27th resolution), it would be stipulated that the Board of Directors may not, without prior authorization by the General Shareholders’ Meeting, make use of the delegation of authority as from the filing by a third party of a takeover bid for the shares of the Company and until the end of the offer period.
In the twenty-eighth resolution, the shareholders are asked to ratify the decision taken by the Board of Directors, at its meeting of February 11, 2021, to amend Article 25 “Voting rights” of the Company’s bylaws in order to update its wording with regard to Order No. 2020-1142 of September 16, 2020, creating a chapter on companies whose securities are admitted to trading on a regulated market or on a multilateral trading facility, within the French Commercial Code.
The Board of Directors has recommended voting in favor of adopting all the draft resolutions submitted to this Combined General Shareholders’ Meeting.
Appendix 1: Summary table on the financial resolutions submitted to the General Shareholders’ Meeting by your Board of Directors
Your Company may V at no time hold a number of shares representing more than 10% of its share capital adjusted by transactions affecting it subsequent to this General Shareholders’ Meeting The number of shares V acquired with a view to holding them or subsequently tendering them in connection with a merger, spin-off or asset transfer may not exceed 5% of the share capital For liquidity contracts, V the 10% ceiling is calculated net of the number of shares resold during the authorization period Overall amount V allocated to the buyback program: approximately €3.1 billion
26 months May be used by your Board V of Directors to decide on these issues, on one or more occasions
Possibility V of introducing a subscription right with over-subscription privileges* Possibility of issuing V (i) securities giving access to equity securities to be issued by a Subsidiary* and/or (ii) shares giving access to equity securities existing or giving entitlement to the allocation of debt securities, from a third-party company Unusable authorization V during takeover bids
Combined General Shareholders’ Meeting of May 28, 2021 567NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
No. Purpose Duration Reasons for possible uses of the delegated power Specific cap
26 months Possible use by your Board V to decide on these issues and carry out issues without preferential subscription rights in favor of shareholders in France or abroad, through public offers other than those referred to in Article L.411-2 of the French Monetary and Financial Code. May be used to issue shares V or securities giving access to the share capital* as compensation for shares of a company meeting the criteria set out in Article L.22-10-54 of the French Commercial Code as part of a public exchange offer initiated by your Company in France or abroad according to local rules, in which case your Board would be free to set the exchange ratio, as the price rules described below do not apply.
Ceiling: five hundred V (500) million euros Issue to be charged V against the Global cap* Caps provided V excluding any additional amount issued to maintain the rights of holders of securities giving access to the Company’s share capital*
Price set by your V Board, at least equal to the Legal Minimum Price*
26 months May be used by your Board V to decide on these issues and to make offers through private placement*
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 568 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
Your Board of V Directors will approve the Statutory Auditors’ report on the value of the contributions
As provided by law, V delegation not applicable to remunerate a contribution under a public exchange offer initiated by your Company (see 21st resolution) Unusable authorization V during public share offers 25 Incorporation of premiums, reserves, profits or other 26 months Can be used to incorporate V reserves, profits or other into the capital, allowing the capital to be increased without any “new money” having to be contributed
Global cap: one and a V half billion (1.5 billion) euros Issue to be charged V against the Global cap*
26 Increase in the number of shares to be issued in the event of a capital increase with or without PSR*
26 months Can be used to reopen a V capital increase at the same price as the transaction initially planned in the event of over-subscription (so-called “greenshoe” clause)
For each issue, ceiling V equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue) Included in the cap V of the initial issue and charged against the Global cap*
Price identical V to that of the initial transaction 27 Issue of shares or securities giving access to the share capital reserved for members of savings plans without preferential subscription rights (PSR)*
26 months Can be used to develop V employee shareholding, in France or abroad
Price set by your V Board of Directors equal to the average of the prices listed for the twenty trading days preceding the date of the decision setting the date of the opening of the subscription, less the maximum discount provided for by law
Combined General Shareholders’ Meeting of May 28, 2021 569NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Independent director In accordance with the AFEP-MEDEF Code and the internal rules of the Board of Directors (available online on Natixis’ website: www.natixis.com), an independent director is a person who has no ties with the management, Company or Group of a nature liable to compromise their freedom of judgment or create a conflict of interest with the management, Company or Group. Accordingly, an independent member of the Board of Directors cannot: in the last five years, be or have been:V an employee or executive corporate officer of the Company,V an employee, executive corporate officer or director of a company consolidated under Natixis,V an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE;V be an executive corporate officer of a company in which the Company directly or indirectly holds a directorship, V or in which a designated employee of the Company or an executive corporate officer of the Company (currently or within the last five years) holds a directorship; be a customer, supplier, investment or corporate banker:V that is material for the Company or its Group,V or for which the Company or its Group represents a significant portion of such person’s business;V have close family ties with a corporate officer;V have been a Statutory Auditor of the Company within the last five years;V have been a member of the Company’s Board of Directors for more than 12 years. Independent director status V is lost once a Board member has served for 12 years; receive variable compensation in cash or in shares, or any performance-linked compensation from the Company.V
Priority right In exchange for the cancelation of the PSR*, your Board of Directors may introduce a priority right, if necessary with over-subscription privileges*. When provided, this right allows shareholders, like the PSR*, to subscribe to the proposed issue in proportion to the number of old shares they hold. However, unlike the preferential subscription right*, this priority right is exercisable during a priority period, currently set at least three trading days shorter than the period provided for the preferential subscription right*, and is not negotiable. This priority period cannot be offered for all issues: in the same way as for the PSR*, it may be preferable, or even necessary, not to propose this priority period, in order to place the securities under the best possible conditions, in particular when the speed of transactions is an essential condition for their success, or when the issues are carried out on foreign financial markets.
PSR is the acronym for “preferential subscription right”. The “preferential subscription right” is the right for each shareholder to subscribe, for a period of at least five trading days from the start of the subscription period, a number of new shares in proportion to their shareholding in the share capital. This right is detachable and negotiable for the duration of the subscription period.
Subsidiaries Companies in which your Company owns, directly or indirectly, more than 50% of the share capital.
Global cap General cap for capital increases carried out pursuant to the 21nd to 27th resolutions, equal to one and a half billion euros (1.5 billion)
Private placement (Article 411-2 (1) of the French Monetary and Financial Code)
These are issues by way of public offers referred to in Article L.411-2 (1) of the French Monetary and Financial Code. These offers to the public are intended exclusively for a restricted circle of investors acting on their own behalf or for qualified investors. The objective is to optimize access to capital for the Company and to benefit from the best market conditions, this method of financing being faster and simpler than a capital increase by public offering.
Characteristics of the securities giving access to the share capital likely to be issued on the basis of the 21st to 27th resolutions: The 21st to 27th resolutions presented to this General Shareholders’ Meeting would enable your Board of Directors to decide on the issue of securities giving access to the Company’s share capital, either by issuing new shares such as bonds convertible or redeemable for shares, or bonds with warrants, share subscription, or by delivering existing shares such as OCEANE bonds (bonds convertible into shares to be issued or exchangeable into existing shares); these securities could either take the form of debt securities as in the aforementioned examples, or equity securities, for example, with equity warrants. However, in accordance with the law, no equity securities that are convertible or convertible into debt securities may be issued. Conditions for the issuing of shares to which the securities giving access to share capital issued entitle the holder and dates on which these rights may be exercised: Securities giving access to share capital in the form of debt securities (for example, bonds convertible into or redeemable for shares, or bonds with share warrants attached) may entitle holders to shares at any time, during set periods, or at established dates. The shares may be provided by way of conversion (for example, of convertible bonds into shares), redemption (for example, bonds redeemable in shares), exchange (for example, bonds exchangeable for shares), or the presentation of a warrant (for example, bonds with share warrants attached) or by any other way, during the issue period, regardless of whether the holders of securities issued in this way have waived their preferential subscription rights. In accordance with the law, when your General Shareholders’ Meeting delegates the authority to issue securities giving access to shares to be issued, the preferential subscription rights to the shares to which the securities issued entitle them are waived. For example, if your General Shareholders’ Meeting adopted the 21st resolution, you would by law waive your preferential subscription right in respect of the shares that your Company would issue, if applicable, to redeem any bonds redeemable in shares.
Draft resolutions to the Combined General Shareholders’ 8.2.3 Meeting of May 28, 2021
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, having reviewed the management report and the report of the Statutory Auditors on the consolidated financial statements for the fiscal year ended on December 31, 2020, hereby approves said consolidated financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financial statements or summarized in these reports.
payment to shareholders, as a dividend, of €0.06 per share; and(i)
The General Shareholders’ Meeting fully empowers the Board of Directors to determine the total amount of the dividend and consequently the amount of the remaining distributable earnings allocated to retained earnings, based on the number of treasury shares held on the dividend payment date.
For individual beneficiaries who are tax residents of France and hold shares outside of an equity savings plan, these dividends are subject to income tax: at a single flat-rate withholding tax (PFU) of 12.8%, the tax base ofV which is the gross amount of dividends (Article 200 A of the French General Tax Code); or at the express and irrevocable option of the beneficiary whenV declaring their income, at the progressive income tax scale following the application of an allowance of 40% of the gross amount of dividends (Article 158-3-2 of the French General Tax Code).
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 572 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
The ex-dividend date is June 2, 2021, with dividends payable as of
Fourth resolution: Special report of the Statutory Auditors on the agreements referred to in Articles L.225-38 et seq. of the French Commercial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby approves, pursuant to Article L.22-10-34 II of the French Commercial Code, the fixed, variable and non-recurring items constituting the total compensation and benefits of any kind paid during fiscal year 2020 or allocated for the same fiscal year to Laurent Mignon, Chairman of the Board of Directors, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the 2020 Natixis Universal Registration Document.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby approves, pursuant to Article L.22-10-34 II of the French Commercial Code, the fixed, variable and non-recurring items constituting the compensation and benefits of any kind paid during the period from January 1 to August 3 of 2020 or allocated for in respect of the same period to François Riahi, Chief Executive Officer, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the 2020 Natixis Universal Registration Document.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code, hereby approves the compensation policy for the Chief Executive Officer, as set out in the corporate governance report presented in Chapter 2, Section 2.3 and Chapter 8, Section 8.2.2 of the Natixis Universal Registration Document.
Twelfth resolution: Total compensation paid in 2020 to the persons covered by Article L.511-71 of the French Monetary and Financial Code
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, consulted pursuant to Article L.511-73 of the French Monetary and Financial Code, hereby approves the overall budget for compensation of any kind in the amount of €180 million, paid during the fiscal year ended December 31, 2020, to employees referred to in Article L.511-71 of the same Code.
Thirteenth resolution: Ratification of the co-option of Catherine Leblanc as a director
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary general shareholders' meetings, hereby resolves to reappoint Nicolas de Tavernost as a director, for a period of four (4) years ending with the adjournment of the 2025 General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December
Diane de Saint Victor has indicated that she accepted this new mandate and that she did not hold any office , and was not subject to any measure, likely to prevent her from exercising it.
Catherine Leblanc indicated that she accepted this new mandate and that she did not hold any office, and was not subject to any measure, likely to prevent her from exercising it.
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 574 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
The General Shareholders’ Meeting, deliberating in accordance with the conditions of quorum and majority required for extraordinary shareholders' meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, authorizes the Board of Directors to reduce the share capital in one or more occasions, in the proportions and at the times that it decides, by canceling any quantity of treasury shares that it decides within the limits authorized by the law, in accordance with the provisions of Articles L.22-10-62 and of the French Commercial Code and L.225-213 of the same Code.
The General Shareholders' Meeting grants full powers to the Board of Directors to carry out any cancelation and capital reduction operation(s) that may be carried out under this authorization, amend the bylaws accordingly and carry out all formalities.
As of this date, it supersedes, if applicable, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the Combined General Shareholders’ Meeting of May 28, 2019 in the 26th resolution.
Twenty-first resolution: Delegation of authority to be given to the Board of Directors to decide on a share capital increase, through the issue of shares and/or securities giving access to the share capital or giving entitlement to the allocation of debt securities, while maintaining preferential subscription rights
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 576 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020 offer to the public all or part of the shares or, in the case ofV securities giving access to the share capital, unsubscribed securities, on the French market or abroad; resolves that the issues of Company share subscriptionV warrants may also be carried out by free allocation to the owners of the old shares, it being specified that the Board of Directors will have the option to decide that the allocation rights forming fractional shares shall not be tradable and the corresponding securities will be sold; Decides that the Board of Directors may not, without prior6) authorization by the General Shareholders’ Meeting, make use of this delegation of authority as from the filing by a third party of a takeover bid for the Company’s securities until the end of the offer period; Decides that the Board of Directors shall have full powers, with7) the option of subdelegation under the conditions set by law, to implement this delegation of authority, in particular to: decide on the capital increase and determine the securities toV be issued, determine the amount of the capital increase, the issue priceV and any issue premium charged, determine the dates and terms of the capital increase, theV nature, number and characteristics of the securities to be created; also decide, in the case of bonds or other debt securities, whether or not they are subordinated (and, where applicable, their rank of subordination, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rate (in particular interest at a fixed or variable rate or zero coupon or indexed) and provide, where applicable, for mandatory or optional cases of suspension or non-payment of interest, providing for their duration (fixed or indefinite), the possibility of reducing or increasing the nominal value of the securities and the other terms of issue (including the granting of guarantees or sureties) and amortization (including repayment by delivery of Company assets); where applicable, these securities may be accompanied by warrants giving the right to the allocation, acquisition or subscription of bonds or other debt securities, or provide for the option for the Company to issue securities in the receivable (whether or not equivalent) in payment of interest, the payment of which would have been suspended by the Company, or take the form of complex obligations as defined by the stock market authorities (for example, because of their terms of repayment or payment, compensation or other rights such as indexation, exercise of options); modify, during the life of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities, determine the payment method for shares or securitiesV giving access to shares to be issued immediately or in the future, set, where applicable, the terms and conditions for exercisingV the rights (where applicable, conversion, exchange or redemption rights, including by delivery of Company assets such as securities already issued by the Company), attached to the shares or securities giving access to the share capital to be issued and, in particular, to set the date, even retroactive, from which the new shares will bear rights, as well as all other conditions and procedures for carrying out the capital increase, set the conditions under which the Company may, whereV applicable, purchase or trade in securities issued immediately or in the future, at any time or during set periods in order to cancel them or not, in accordance with legal provisions; provide for the option of suspending the exercise of the rightsV attached to these securities in accordance with legal and regulatory provisions, at its sole initiative, charge the costs of the capital increase toV the amount of the related premiums and deduct from this amount the sums necessary to fund the legal reserve, determine and make any adjustments to take into accountV the impact of transactions on the Company’s share capital, particularly in the event of a change in the nominal value of the share, a capital increase through the incorporation of reserves, the award of free shares, the division or consolidation of securities, dividend payments, reserves or premiums or any other assets, the amortization of capital, or any other transaction affecting equity or capital (including in particular in the event of a takeover bid and/or in the event of a change of control), and set any other terms and conditions to ensure, where applicable, the preservation of the rights of the holders of securities giving access to the share capital (including by way of cash adjustments), record the completion of each capital increase and make theV corresponding amendments to the bylaws, in general, enter into any agreement, in particular for theV successful completion of the planned issues, take all measures and carry out all formalities necessary for the issue, listing and financial service of the securities issued under this delegation of authority. as well as the exercise of the rights attached thereto; Decides that this delegation of authority supersedes, from this8) date, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the Combined General Shareholders’ Meeting of May 28, 2019 in the 27th resolution.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary shareholders' meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L.225-129 et seq. and L.22-10-49 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135, L.225-136, L.22-10-51, L.22-10-52 and L.22-10-54 of the said Code, and with the provisions of Articles L.228-91 et seq. of the said Code: Delegates to the Board of Directors, with the option of1) subdelegation under the conditions set by law, its authority to decide to increase the share capital, in one or more installments, in the proportion and at the times it sees fit, in accordance with the law in France or abroad, by means of public offers other than those referred to in Article L.411-2 of the French Monetary and Financial Code, either in euros or in any other currency or monetary unit established by reference to several currencies, by issuing (i) shares, (ii) shares giving access to other shares, existing or to be issued, or giving entitlement to the allocation of debt securities of the Company and/or (iii) securities giving access to shares to be issued by the Company, issued for payment or free of charge, governed by Articles L.228-91 et seq. of the French Commercial Code,
This authorization entails, for holders of securities which may be issued by the companies within the Company’s group, the waiver by shareholders of their preferential subscription right to subscribe any Company shares; Delegates to the Board of Directors, with the option of3) subdelegation under the conditions laid down by law, its authority to decide on the issuance (i) of securities giving access to equity securities to be issued by a company in which the Company owns, directly or indirectly, more than half of the share capital and/or (ii) shares of a third-party company giving access to existing equity securities or giving entitlement to the allocation of debt securities; Decides to set the following limits for the amounts of capital4) increases authorized in the event of use by the Board of Directors of this delegation: the maximum nominal amount of capital increases that mayV be carried out immediately or in the future under this delegation is set at five hundred million (500 million) euros, it being specified that the maximum amount of capital increases carried out or likely to be realized in the future under this delegation will be deducted from the amount of the overall cap provided for in paragraph 3 of the 21st resolution submitted to this meeting or, as the case may be, on the amount of the overall cap that may be provided for by a resolution of the same nature that could succeed said resolution during the period of validity of this delegation, the overall maximum nominal amount of capital increasesV that may be carried out immediately or in the future under this delegation and those granted under the 23rd and 24th resolutions and submitted to this meeting is set at five hundred million (€500 million), to these ceilings will be added, where applicable, the nominalV amount of shares to be issued, in the event of new financial transactions, to preserve the rights of the holders of securities giving access to the share capital; Sets at twenty-six (26) months, as from the date of this5) meeting, the period of validity of the delegation of authority covered by this resolution; Resolves to waive shareholders’ preferential subscription rights6) to the shares and securities covered by this resolution, leaving it to the Board of Directors pursuant to Article L.22-10-51 of the French Commercial Code, the option to grant shareholders, for a period and in accordance with the terms and conditions that it shall lay down in accordance with the applicable legal and regulatory provisions and for all or part of an issue carried out, a subscription priority period that does not give rise, to the creation of negotiable rights, which must be exercised in proportion to the number of shares held by each shareholder and may be supplemented by a subscription with over-subscription privileges, it being specified that securities not subscribed in this way may be the subject of public investment in France or abroad; Acknowledges that if the subscriptions, including, where7) applicable, those of the shareholders, have not absorbed the entire issue, the Board may limit the amount of the transaction to the amount of subscriptions received under the condition that it reaches, at least, three-quarters of the decided issue; Acknowledges that this delegation automatically entails, in8) favor of the holders of the securities issued giving access to the shares to be issued by the Company, the waiver by the shareholders of their preferential subscription rights to the shares to which these securities entitle them,
Combined General Shareholders’ Meeting of May 28, 2021 579NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Delegates to the Board of Directors, with the option of2) subdelegation under the conditions set by law, its authority to decide on the issue of shares to be issued following the issue of securities giving access to shares to be issued by the Company, by companies in which the Company directly or indirectly holds more than half of the share capital or by companies that directly or indirectly own more than half of its share capital.
Decides that the Board of Directors may not, without prior9) authorization by the General Shareholders’ Meeting, make use of this delegation of authority as from the filing by a third party of a public offer for the Company’s securities. until the end of the offer period; Notes that in accordance with Article L.22-10-52 of the French10) Commercial Code: the price of directly issued shares shall be at least equal toV the minimum provided for by the regulatory provisions applicable on the issue date (i.e. the average weighted share price for the last three trading days prior to the start of the public offering as defined in Regulation (EU) No. 2017/1129 of June 14, 2017, less 10%) after this average has been adjusted in the case of a difference between entitlement dates, where applicable, the issue price of the securities giving access to shares to beV issued by the Company and the number of shares to which conversion, redemption or more generally transformation of each security giving access to shares to be issued by the Company could give entitlement shall be such that the amount received immediately by the Company, plus, where applicable, the amount it is likely to receive subsequently for each share issued as a result of the issue of these securities shall be at least equal to the minimum subscription price as defined in the previous paragraph; Decides that the Board of Directors, with the option of11) subdelegation under the conditions set by law, shall have full powers to implement this delegation of authority, in particular to: decide on the capital increase and determine the securities toV be issued, determine the amount of the capital increase, the issue priceV and any issue premium charged, determine the dates and terms of the capital increase, theV nature and characteristics of the securities to be created; also decide, in the case of bonds or other debt securities, whether or not they are subordinated (and, where applicable, their rank of subordination, in accordance with the provisions of Article L.228-97 of the Code), set their interest rate (in particular interest at a fixed or variable rate or at a zero coupon or indexed) and provide, where applicable, for mandatory or optional cases of suspension or non-payment of interest, providing for their duration (fixed or undetermined), the possibility of reducing or increasing the nominal value of the securities and the other terms of issue (including the granting of guarantees or sureties) and amortization (including redemption by delivery). Company assets); where applicable, these securities may be accompanied by warrants giving the right to the allocation, acquisition or subscription of bonds or other debt securities, or provide for the option for the Company to issue securities in the receivable (whether or not equivalent) in payment of interest, the payment of which would have been suspended by the Company, or take the form of complex obligations as defined by the stock market authorities (for example, because of their terms of repayment or payment), compensation or other rights such as indexation, option options); modify, during the life of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities,
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 580 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020 determine the payment method for shares or securitiesV giving access to shares to be issued immediately or in the future, where applicable, set the conditions for exercising the rightsV (where applicable conversion, exchange and redemption rights, including through remittance of Company assets such as treasury stock or securities already issued by the Company) attached to the shares or securities that confer a right to the share capital to be issued and, in particular, to determine the date, even retroactively, from which the new shares will begin earning dividends and any other conditions relating to the capital increase, set the conditions under which the Company may, whereV applicable, purchase or trade in securities issued immediately or in the future, at any time or during set periods in order to cancel them or not, in accordance with legal provisions; provide for the option of suspending the exercise of the rightsV attached to these securities issued in accordance with legal and regulatory provisions, at its sole initiative, charge the costs of capital increases toV the amount of the related premiums and deduct from this amount the sums necessary to fund the legal reserve, make any adjustments to take into account the impact ofV transactions on the Company’s share capital, in particular in the event of a change in the nominal value of the share, a capital increase by capitalization of reserves, or free allocation of shares division or consolidation of securities, distribution of reserves or any other assets, amortization of capital, or any other transaction affecting equity or capital (including by way of public offering and/or in the event of a change of control), and set the terms and conditions under which the rights of holders of securities giving access to the share capital will be ensured, if applicable, record the completion of each capital increase and make theV corresponding amendments to the bylaws, generally enter into any and all underwriting or otherV agreements, take any and all measures and perform any and all formalities related to the issue, listing and servicing of the securities issued under this authorization and the exercising of related rights; Notes that this delegation of authority does not invalidate the12) 22nd resolution of this meeting relating to public offers other than those referred to in Item 1 of Article L.411-2 of the French Commercial Code, whose validity and term are not affected by this delegation; Decides that this delegation of authority supersedes, from this13) date, any unused portion of any previous delegation having the same purpose, and in particular that granted by the Combined General Shareholders’ Meeting of May 28, 2019 in its 29th resolution.
Twenty-sixth resolution: Delegation of authority to be given to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general shareholders' meetings, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with the provisions of Article L.225-135-1 of the French Commercial Code: Delegates to the Board of Directors its authority, with the option1) of subdelegation under the conditions set by law, to decide to increase the number of shares to be issued in the event of an increase in the Company’s share capital with or without preferential subscription rights, at the same price as that used for the initial issue, within the time limits and within the limits stipulated by the regulations applicable on the date of the issue (to date, within thirty days of the closing date of the subscription and within the limit of 15% of the initial issue), in particular with a view to granting an over-allocation option in accordance with market practices; Decide that the nominal amount of the capital increases2) decided by this resolution will be deducted from the amount of the cap or caps applicable to the initial issue; Sets at twenty-six (26) months, as from the date of this3) meeting, the period of validity of the delegation of authority covered by this resolution;
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to set the amounts of the issues that will be carried outV pursuant to this authorization and to determine in particular the issue prices, dates, deadlines, terms and conditions of subscription, payment, delivery and enjoyment of the securities (even retroactive) the reduction rules applicable in the event of over-subscription as well as the other terms and conditions of the issues, within the legal or regulatory limits in force, in the event of an award of free shares or securities givingV access to the share capital, to set the nature, characteristics and number of shares or securities giving access to the share capital to be issued, and the number to be allocated to each beneficiary, and to set the dates, deadlines, terms and conditions for the allocation of these shares or securities giving access to the share capital within the legal and regulatory limits in force and in particular to choose either to replace all or part of the allocation of these shares or securities giving access to the share capital at the discount referred to above, either to deduct the equivalent value of these shares or securities from the total amount of the matching contribution, or to combine these two possibilities, in the event of the issue of new shares, to deduct, whereV applicable, from the reserves, profits or issue premiums, the sums necessary for the payment of said shares,
Combined General Shareholders’ Meeting of May 28, 2021 583NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com to record the completion of capital increases up to theV amount of shares that will actually be subscribed, if applicable, charge the costs of the capital increases to theV amount of the related premiums and deduct from this amount the sums necessary to bring the legal reserve to one-tenth of the new capital resulting from these capital increases, to enter into any agreements, to carry out directly orV indirectly through an agent all transactions and formalities, including carrying out formalities following capital increases and the corresponding amendments to the bylaws, in general, to enter into any agreement, in particular for theV successful completion of the proposed issues, to take all measures and decisions and carry out all formalities necessary for the issuance, listing and financial service of the securities issued in pursuant to this delegation of authority and to the exercise of the rights attached thereto or subsequent to the capital increases carried out; Decides that this delegation of authority supersedes, from this8) date, any portion not yet used, any previous delegation having the same purpose, and in particular that granted by the Combined General Shareholders’ Meeting of May 28, 2019 in its 33rd resolution.
Twenty-eighth resolution: Ratification of the amendment to Article 25 of the bylaws in order to comply with the new legislative provisions
The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general shareholders' meetings, having reviewed the Board of Directors’ report, ratifies the decision taken by the Board of Directors at its meeting of February 11, 2021, to amend. Article 25 “Voting rights” of the Company’s bylaws in order to update its wording with regard to Ordinance No. 2020-1142 of September 16, 2020 (which Ordinance created, within the French Commercial Code, a chapter relating to companies whose securities are admitted to trading on a regulated market that has modified the codification of the applicable texts).
We are required to inform you, on the basis of the information provided to us, of the key features, terms and conditions as well as the reasons justifying the relevance for the Company of the contractual agreements that have been indicated to us or that we may have identified in the performance of our assignment. It is not our role to comment whether they are beneficial, or to ascertain the existence of any other agreements. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Code (Code de commerce), to assess the benefits resulting from these agreements prior to their approval.
In addition, we are required to inform you, in accordance with Article R.225-31 of the French Commercial Code, of the execution during the past fiscal year of the agreements already approved by the General Shareholders’ Meeting.
In accordance with Article L.225-40 of the French Commercial Code, we were informed of the following agreements entered into during the past fiscal year that were approved by the Board of Directors.
Partnership agreement between Natixis 1. Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management, in the presence of Natixis, BPCE and La Banque Postale.
The proposed merger comes within this framework (it being specified that the activities of LBPAM and Ostrum Asset Management that are not intended to be pooled will have been transferred beforehand by these two entities). Following the merger, Ostrum Asset Management would be owned at 55% by Natixis Investment Managers (a subsidiary of Natixis) and at 45% by Topco (subsidiary of La Banque Postale).
Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, Catherine Halberstadt, Member of the Management Board of BPCE and permanent representative of BPCE at Natixis, BPCE also being a director of Natixis Investment Managers and Ostrum Asset Management, Alain Condaminas, director of Natixis and director of Ostrum Asset Management, Christophe Pinault, director of Natixis and director of Natixis Investment Managers, François Riahi, Chief Executive Officer of Natixis and member of the Management Board of BPCE.
Combined General Shareholders’ Meeting of May 28, 2021 585NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
On December 17, 2020, the Board of Directors authorized the conclusion of the outsourcing service contract between Natixis on the one hand, and BPCE-IT/ALBIANT-IT on the other.
Agreements approved in previous years that were still being executed in the past fiscal year
In accordance with Article R.225-30 of the French Commercial Code, we were notified that the following agreements, already approved by the General Shareholders’ Meeting in previous years, were still being executed in the past fiscal year.
New partnership agreements entered 1. into by CNP Assurances, BPCE, Natixis S.A. and BPCE Vie
At its September 12, 2018 meeting, the Board of Directors authorized the signing of a Negotiation Agreement relating to the sale by Natixis of the Sureties & Guarantees, Leasing, Factoring, Consumer Finance, and Securities Services businesses of its Specialized Financial Services division to BPCE.
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 586 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
Sale by Natixis of the Sureties & 3. Guarantees (CECG), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE (“Project Smith”)
On February 12, 2019, the Board of Directors approved the conditions of Project Smith and authorized the signature of the following agreements: the agreement relating to the sale by Natixis to BPCE of all sharesV held by Natixis in CECG, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”); the agreement relating to the sale by Natixis to BPCE of theV EuroTitres goodwill (the “EuroTitres Agreement”); The signing of the Disposal Agreement and the EuroTitres Agreement, which indicates a sale price of €2.7 billion, is in the interests of the Company, given Project Smith’s strategic benefit to Natixis and the fair price. Project Smith has enabled Natixis to improve its strategic growth capacity and achieve, ahead of schedule, its 2020 target CET1 ratio of 11%. It also provides the Company with more strategic flexibility so it can accelerate the implementation of its asset-light model while consolidating its distinctive, high added-value expertise, which is light on capital and low on cost of risk.
These agreements were approved by the May 28, 2019 General Shareholders’ Meeting.
Corporate officers interested to the transaction: Alain Condaminas, Chief Executive Officer of Banque Populaire Occitane and a member of the Board of Directors of Natixis; Christophe Pinault, Chairman of the Management Board of Caisse d’Epargne et de Prévoyance Bretagne Pays de Loire and a member of the Board of Directors of Natixis; Sylvie Garcelon, Chief Executive Officer of Casden Banque Populaire and a member of the Board of Directors of Natixis; Philippe Sueur, a member of the Steering and Supervisory Board of Caisse d’Epargne Ile-de-France and a member of the Board of Directors of Natixis; and Nicole Etchegoïnberry, Chairwoman of the Management Board of Caisse d’Epargne Loire-Centre and a member of the Board of Directors of Natixis.
Compensation agreement between 4. Natixis and Banque Palatine and amendment to the agreement
This agreement was approved by the May 24, 2016 General Shareholders’ Meeting.
Corporate officers concerned on the day the compensation agreement was signed: BPCE, a Banque Palatine and Natixis director, as represented byV Daniel Karyotis on the Natixis Board of Directors; Michel Grass, Banque Palatine and Natixis director.V
This amendment to the Banque Palatine compensation agreement had no financial impact in 2020.
Memorandum of Understanding 5. and agreements relating to the new partnership agreements between the CNP and BPCE groups
At its meeting of August 6, 2013, the Board of Directors gave François Pérol a mandate to set up an insurance division at Natixis, and to enter into negotiations with CNP Assurances in order for the life insurance business generated by the Group to be brought in-house at Natixis Assurances.
The discussions with CNP continued, and initially resulted in a master memorandum of agreement between CNP Assurances, BPCE, and Natixis, which was authorized by the Board of Directors
Agreements entered into by CNP Assurances, BPCE, Natixis, and ABP Vie (a subsidiary of Natixis Assurances): Quota share reinsurance treaty entered into by CNP AssurancesV and ABP Vie in the presence of Natixis, with a view to ABP Vie, a Natixis Assurances subsidiary, reinsuring 10% of CNP Assurances’ life insurance and accumulation product inventory, distributed by the Caisses d’Epargne network until December 31, 2015, and during the interim period determined in the Protocol; New business (Tranche 1) reinsurance treaty entered into by ABPV Vie and CNP Assurances in the presence of Natixis: quota share reinsurance by CNP Assurances of 40% of all ABP Vie’s life insurance and accumulation products distributed by the Caisses d’Epargne network as from January 1, 2016; New business (Tranche 2) reinsurance treaty entered into by ABPV Vie and CNP Assurances in the presence of BPCE and Natixis: quota share reinsurance by CNP Assurances of 90% of new business involving ex-CNP customers.
The “3a2” debt issuance program in the 6. United States implemented by BPCE and amendment to the agreement relating to the guarantee granted to BPCE bondholders by the Natixis New York Branch Office on April 9, 2013
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board andV Chairman of the Board of Directors of Natixis; Stève Gentili, a member of the BPCE Supervisory Board and NatixisV director;
Didier Patault, a member of the BPCE Supervisory Board and NatixisV director; Philippe Sueur, Vice-Chairman of the Steering and SupervisoryV Board of Caisse d’Epargne Ile-de-France and Natixis director; Thierry Cahn, a member of the BPCE Supervisory Board and NatixisV director; Alain Condaminas, a member of the BPCE Supervisory Board andV Natixis director; Catherine Halberstadt, a member of the BPCE Supervisory BoardV and Natixis director; Pierre Valentin, a member of the BPCE Supervisory Board andV Natixis director; Stéphanie Paix, Chairwoman of the Management Board of CaisseV d’Epargne Rhône-Alpes and Natixis director; BPCE, as represented by Daniel Karyotis, Chief Financial Officer andV a member of the Management Board of BPCE and BPCE’s permanent representative on the Board of Directors of Natixis.
The expenses recognized by Natixis in respect of this agreement amounted to €32,644,552.00 for the fiscal year ended December 31, 2020.
Agreement providing for the distribution 8. of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group
“Click’n Trade” service and partnership 9. agreement between IXIS CIB, CNCE and Banque Palatine
The expenses recognized by Natixis in respect of this agreement amounted to €61,944.00 for the fiscal year ended December 31, 2020.
Letters of joint and several commitment 10. and guarantee terminated or expired
All of these letters of joint and several guarantee and commitment had expired or been terminated at the date of this report but continue to apply retrospectively to all the guaranteed transactions entered into prior to the date on which the underlying joint and several guarantees were terminated or expired, until these transactions have been fully unwound.
The expenses recognized by Natixis in respect of these agreements came to €305,857.00 for the fiscal year ended December 31, 2020.
The Board of Directors of Natixis decided on May 2, 2018 that François Riahi will receive: Mandatory pension plans as all staff do. With respect to theV “Article 82” life insurance policy (in reference to the French General Tax Code) put in place by BPCE, the premiums shall be paid by François Riahi; Personal protection and health insurance affording protectionV similar to that of Natixis employees with respect to health and personal protection coverage.
These agreements were approved by the May 23, 2018 General Shareholders’ Meeting.
Enrollment of Natixis in the insurance 12. policy taken out by BPCE with Arial CNP Assurances
On June 25, 2014, the Board of Directors authorized the sale of 79,989,067 Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the greenshoe option was fully exercised, as part of a retail public offering in France and a global offering for institutional investors both in and outside France and decided on the definitive sale price of said shares.
The global offering was underwritten by a group of financial institutions: led by Natixis and JP Morgan Securities Ltd as global coordinatorsV (“Global Coordinators"); including BNP Paribas, Credit Suisse Securities (Europe) Limited,V Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc (the “Joint Lead Managers and Joint Book-Runners” together with the Global Coordinators), as well as Banco Santander S.A., Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, ING Bank N.V. and Banca IMI S.p.A. (the “Co-Lead Partners,” and together with the Lead Partners and Associate Bookkeepers, the “Guarantors”).
On December 17, 2020, the Board of Directors noted that the Coface Underwriting Agreement signed on June 25, 2014 had lapsed given the expiry of the legal requirements on commercial matters (five years).
As a result, the agreement was fulfilled. It no longer includes any obligation on one or other party and is therefore no longer an ongoing contract likely to constitute a related-party agreement. This agreement has therefore lapsed.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board andV Chairman of the Board of Directors of Natixis; Laurent Mignon, Chief Executive Officer of Natixis and Chairman ofV the Board of Directors of Coface; BPCE, a Natixis and Coface director, as represented by DanielV Karyotis, Chief Financial Officer and a member of the Management Board of BPCE, BPCE’s permanent representative on the Board of Directors of Natixis.
Cross reference table 9.6 for the annual financial report and the management report 605
Registration No. (first page of the bylaws): 542 044 524 RCS PARIS, FRANCE
Registered office: 30, avenue Pierre Mendès-France – 75013 Paris, France Paris Trade and Companies Register No. 542 044 524.
Article 1 – Legal form – Name, registered office and term Natixis is a joint stock company (société anonyme) with a Board of Directors. It is governed by the regulations pertaining to commercial companies, by the provisions of the French Monetary and Financial Code (Code monétaire et financier) and by these bylaws.
Article 2 – Corporate purpose The corporate purpose, in France and elsewhere, comprises: the conduct of all banking business and related businesses as perV the banking law; the provision of all investment services as defined in the FrenchV Monetary and Financial Code; the performance of the specific assignments entrusted by theV French State in the economic and financial area, in the framework of special agreements; the performance of all brokerage business;V
Article 3 – Share capital The share capital is set at €5,052,644,851.20 divided into 3,157,903,032 fully paid-up shares at €1.60 each.
Article 4 – Form and transfer of shares Shares in the Company may either be registered shares or identifiable bearer shares, at the shareholder’s discretion.
Article 5 – Identification of the shareholders The Company may, under the conditions stipulated by the legislative and regulatory provisions in force, request any organization or authorized intermediary to communicate all information regarding the holders of securities conferring immediately or in the future voting rights in its Shareholders’ Meetings, namely their identity, nationality, address, how many securities they own and the restrictions to which these securities may be subject.
Article 7 – Rights and obligations attached to the shares Except for the rights which may be granted to preferred shares, if any were created, each share entitles its owner to a share in the ownership of the Company’s assets which is proportional to the number of shares issued.
Article 8 – Modification of the capital The share capital may be increased, amortized or reduced by all procedures and according to all means authorized by law and regulations.
The new shares subscribed will be paid-up according to the decisions voted by the General Shareholders’ Meeting or the Board of Directors. Failure to pay up the shares is sanctioned under the conditions stipulated by the regulations in force.
The directors are appointed by the Ordinary General Shareholders’ Meeting; however, the Board has the right, in the event of the vacancy of one or more seats, due to death or resignation, to appoint replacements temporarily, each for the period remaining in their predecessor’s term, subject to ratification by the next General Shareholders’ Meeting.
The number of directors who are over the age of 70 shall not exceed one-third of the number of directors in office. When this percentage is exceeded, the oldest of the directors leaves office at the end of the next Ordinary General Shareholders’ Meeting.
Article 10 – Chairman of the Board of Directors The Board of Directors elects a Chairman who must be an individual, selected from among its members. The Chairman is elected for the duration of his term as director and may be re-elected.
The Board of Directors may, on the proposal of the Chairman, elect one or more Vice-Chairmen from among its members.
The Chairman’s duties end at the latest at the end of the Ordinary General Shareholders’ Meeting convened to approve the financial statements of the past fiscal year during which the Chairman reached the age of sixty-five.
Prior to the meeting, and with sufficient notice, the directors must be given the information they need to make an informed decision.
The Board of Directors establishes Internal Rules which may stipulate that, except for adopting decisions concerning the preparation of the annual financial statements and the management report as well as for preparing the consolidated financial statements and the Group’s management report, the directors who participate in the Board Meeting by videoconference or by using telecommunication means, under the conditions permitted or required by law and the regulations in force, are deemed present for calculating the quorum and the majority.
Minutes of Board Meetings shall be prepared, and copies or extracts thereof shall be issued and certified in accordance with the law.
In the event of an emergency as defined below (the “Emergency”),11.2 the following accelerated procedure may be applied.
The Chairman or the Chief Executive Officer is required to provide each director with all the documents and information necessary for the performance of their duties.
The shareholders and third parties are informed of this choice under the conditions defined by the legal and regulatory provisions in force.
When the Company’s management is handled by the Chairman of the Board of Directors, the following provisions concerning the Chief Executive Officer will apply to the Chairman of the Board of Directors who will take on the title of Chairman and Chief Executive Officer.
Article 15 – Chief Executive Officer The Chief Executive Officer is vested with the broadest powers to act in all circumstances on the Company’s behalf. He exercises those powers within the limits of the corporate purpose and subject to the powers expressly reserved for Shareholders’ Meetings and the Board of Directors by law and to the provisions and restrictions stipulated by the Internal Rules. He represents the Company in its relations with third parties.
When a Deputy Chief Executive Officer is a director, his/her term in office shall not exceed his/her term on the Board.
Article 20 – General Shareholders’ Meetings The shareholders’ decisions are made in General Shareholders’ Meetings, which are qualified as ordinary or extraordinary.
Article 25 – Voting rights As an exception to Article L.22-10-46 of the French Commercial Code, whereby a voting right equivalent to twice that attributed to other shares may be attributed to fully paid-up shares which have been registered in the name of the same shareholder for at least two years, each member of the meeting has a right to as many votes as they hold or are represented by shares.
Article 26 – Minutes Decisions of the General Shareholders’ Meeting are recorded in minutes entered into a special register and signed by the officers of the meeting.
Minutes are drafted and copies or extracts of proceedings are issued and certified in accordance with the regulations in force.
Article 27 – Right to information All shareholders are entitled to receive, under the conditions and on the dates stipulated by law, the documents necessary to enable them to make an informed decision on the Company’s management and control.
Article 35 – Dissolution – Liquidation At the Company’s expiry, or in the event of early dissolution, the General Shareholders’ Meeting determines the liquidation method, on the proposal of the Board of Directors and subject to the legal requirements in force, and appoints one or more liquidators whose powers it determines.
I hereby certify that the information contained in this universal registration document is, to the best of my knowledge, true and accurate and contains no omission liable to impair its significance.
The following cross-reference table contains the sections provided Parliament and European Council and repealing Commission for in Annex 1 (as referenced in Annex 2) of the Commission Regulation (EC) No. 809/2004, and concerns the pages of this Delegated Regulation (EU) 2019/980 of March 14, 2019, universal registration document containing information about each supplementing Regulation (EU) 2017/1129 of the European of said sections.
Item 5.1 Main activities 4-5; 23 to 35; 604 266 4-5; 18 to 30; 546
Item 5.3 Important events in the development of the issuer’s business 226 to 231; 243; Item 5.4 Strategy and objectives 10 to 13; 18-19; Item 5.5 Possible dependence on patents, licenses, industrial, commercial or financial contracts or new manufacturing processes 167 153
Item 5.6 Basis for any statements made by the issuer regarding its competitive position 23 to 35; 226 to 240
Cross-reference table of the universal registration document 601NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com 2020 universal registration document
Amendment to the 2019 universal registration document 2019 universal registration document
Item 7.1 Financial position 137 to 148; 153 to 160; to 223; 546
Item 8.2 Source and amount of the cash flows and description of the cash flows
171; 175 to 178; 182 to 184; 169 to 171; SECTION 11 PROFIT FORECASTS OR ESTIMATES
Item 15.3 Arrangements for involving employees in the issuer’s capital 422-423
Item 18.5 Dividend policy 7; 244; 551; 553; 559; 604 248; 258; 266 7; 227; 510; 517; Item 18.6 Legal and arbitration proceedings 165 to 167
Pursuant to Article 19 of Regulation (EU) 2017/1129, the pages of the documents referred to below are included for reference purposes: the parent company and consolidated financial statements for theV year ended December 31, 2019, presented respectively on pages 392 to 425 and 233 to 383, in the relevant Statutory Auditors’ reports, pages 426 to 430 and 384 to 391 respectively of the universal registration document filed with the AMF on March 6, 2020 under registration number D.20-0108.
Cross reference table 9.6 for the annual financial report and the management report 2020 universal registration document
Management report 1. Activity report (Article L.22-10-34, Article R.225-102 and L.233-6 of the French Commercial Code)
1.1 Situation and activity over the past year 225 to 240 1.3 Table of financial results over the last five years 449 1.3 Key financial and non-financial performance indicators 6 to 13; 17 to 19 1.4 Analysis of results and financial situation 137 to 148; 153 to 160; 1.5 Material events after the end of the reporting period 261-262 1.7 Research and development 1.8 Principal risks and uncertainties 110 to 170 1.9 Indication of financial risks relating to the effects of climate change 503 to 510 2. Information on share buybacks (Article L.225-211 para.2 of the French Commercial Code) 392 to 403 3. Labor, environmental and societal information (Article L.22-10-36 of the French Commercial Code) 459 to 537 4. Information on office locations and activities (Article 511-45 of the French Monetary and Financial Code) 392 to 403 5. Key characteristics of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information 455 to 458
Information required under Article L.22-10-11 of the French Commercial Code relating to factors likely to have an impact in the event of a public offer. 549
Statutory Auditors’ report on the parent company financial statements 450 to 454
ADAM Association for the Defence of Minority Shareholders (Association de Défense des Actionnaires Minoritaires)
Collateral A transferable asset or guarantee pledged to secure reimbursement on a loan in the event that the borrower fails to meet their payment obligations.
Cost of risk in basis points A measure calculated by dividing the net expense of commercial risk by outstanding loans at the beginning of the period.
Covered bond A bond for which the reimbursement and payment of interest is backed by returns on a high-quality asset portfolio, often a portfolio of mortgage loans, which serves as collateral. The issuer often manages the payment of cash flows to investors (obligations foncières in France, Pfandbriefe in Germany). This product is mainly issued by financial institutions.
CRD III An EU Directive under which the proposals of the Basel Committee were transposed in July 2010 and enacted as of December 31, 2011. In July 2009, the Basel Committee published a new set of proposals known as Basel 2.5 on the topic of market 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.
Credit derivative 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 for hedging purposes. One of the most common forms of credit derivatives is the credit default swap (CDS).
ELBE Expected Loss Best Estimate (ELBE), i.e. the institution’s best estimate of the expected loss for the defaulted exposure. This estimate takes into account current economic circumstances, exposure status and an estimate of the increase of the loss rate caused by possible additional unexpected losses during the recovery period.
Encumbered assets Encumbered assets are those that are capitalized as a guarantee, security or credit enhancement for any transaction.
Euribor Euro Interbank Offered Rate, the benchmark interest rate on the euro zone’s money market.
An "issuer credit risk" component calculated using a discounted cash-flow model, contract by contract, including parameters such as swaps curve, and revaluation spread (based on the BPCE reoffer curve).
FSB 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 stability. Its members are central bank governors, finance ministers and supervisors from the G20 countries. Its primary objective is to coordinate international efforts by national financial authorities and international standard setters in the regulation and supervision of banks. Conceived at the G20 summit in London in April 2009, the FSB is the successor to the Financial Stability Forum, which was founded in 1999 under a G7 initiative.
Green bonds A green bond is an "environmental" bond issued by an approved entity (business, local authority or international organization) to finance an eco-friendly and/or sustainability-driven project or activity. These instruments are often used in connection with the financing of sustainable agriculture, the protection of ecosystems, renewable energy and organic farming.
Haircut The percentage by which a security’s market value is reduced to reflect its value in a stressed environment (counterparty risk or market stress). The size of the haircut reflects the perceived risk.
Hedge fund Alternative management funds: A speculative investment fund that seeks to generate absolute return through a high degree of management flexibility.
The capital requirement intended to cover issuers’ credit migration and default risks for a 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% worst-case scenarios.
Investment grade A long-term rating of a counterparty or underlying issue awarded by a rating agency, ranging from AAA/Aaa to BBB-/Baa3. A rating of BB+/Ba1 or below is considered non-investment grade.
Natixis ROE The result used for ROE calculations is net income (Group share), less DSN interest expenses on preferred shares after tax. Equity capital is the average equity attributable to equity holders of the parent as defined by IFRS, after payout of dividends, excluding average hybrid debt, and excluding unrealized or deferred gains and losses recognized in equity (OCI).
Net carrying amount Calculated by taking equity attributable to equity holders of the parent, restated for hybrids and capital gains on reclassification of hybrids as equity instruments. Tangible net carrying amount is corrected for goodwill on associates, restated goodwill and restated intangible assets.
The risk of losses or sanctions arising from the failure of internal systems or procedures, human error or external events.
ORSA Own Risk and Solvency Assessment: As part of European efforts to reform the prudential regulation of the insurance industry, ORSA is an internal process undertaken by the institution to assess risk and solvency. It must show its ability to identify measure and manage factors that could have an impact on its solvency or financial situation.
Personal guarantee Represented by a surety, independent guarantee or letter of intent. In the context of a surety, the guarantor promises to repay the creditor a debtor’s obligation in the event the debtor is unable to do so itself. An independent guarantee is a commitment through which the guarantor promises to pay an amount, upon first request or pursuant to agreed terms, 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.
Pillar I Pillar I sets minimum requirements for capital. It aims to ensure that banking institutions hold sufficient capital to provide a minimum level of coverage for their credit risk, market risk and operational risk. The bank can use standardized or advanced methods to calculate its capital requirement.
Rating An appraisal by a credit rating agency (Moody’s, Fitch Ratings, Standard & Poor’s) of the creditworthiness of an issuer (company, government or other public entity) or a transaction (bond issue, securitization, covered bond). The rating has a direct impact on the cost of raising capital.
Rating agency An organization that specializes in assessing the creditworthiness of issuers of debt securities, i.e. their ability to honor their commitments (repayment of capital and interest within the contractual period).
Risk weight (RW) The percentage value by which a given exposure is multiplied, used in the calculation of the corresponding risk-weighted assets.
Solvency Measures the ability of a business or an individual to repay its debt over the medium to long term. For a bank, solvency reflects its ability to cope with the losses that its risk profile is likely to trigger. Solvency analysis is not the same as liquidity analysis. The liquidity of a business is its ability to honor its payments in the normal course of its business, to find new funding sources and to achieve a balance at all times between its incomings and outgoings. For an insurance company, solvency is covered by the Solvency II Directive (see Solvency II).
Methodology for assessing and measuring the risks for each bank. SREP gives the prudential authorities a set of harmonized tools to analyze a bank’s risk profile from four different angles: business model, governance and risk management, risk to capital, and risk to liquidity and funding. The supervisor sends the bank the SREP decisions at the end of the process and sets key objectives. The bank must then “correct” them within a specific time-frame.
Systemically Important Financial Institution (SIFI): The Financial Stability Board (FSB) coordinates the comprehensive measures intended to reduce the moral hazard and risks posed by global systemically important financial institutions (G-SIFIs) to the global financial system. These institutions meet the criteria established by the Basel Committee as outlined in “Global systemically important banks: Assessment methodology and the additional loss absorbency requirement” and are identified in a list published in November 2011. The FSB updates this list in November of each year. To date there are 29 such institutions.
Transformation risk The risk associated with assets that are financed by liabilities with different maturities. Because banks’ traditional activity is to make longer-term use of liabilities with short maturities, they naturally tend to incur transformation risk, which in turn is a source of liquidity and interest rate risks. Positive term transformation occurs when assets have a longer maturity than liabilities. Negative term transformation occurs when assets are financed by liabilities with longer maturities.
Treasury stock The equity share held by the Company, especially through the share buyback program. Treasury stock does not bestow voting rights and is not included in the calculation of earnings per share, except for securities held in association with a liquidity contract.