Under certain circumstances, the Board of Directors may (see below the summary table on the financial resolutions submitted to the shareholders): decide to increase capital without preferential subscriptiona rights through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code: this is the aim of resolution twenty-six. This resolution would authorize the Board of Directors to carry out private placement transactions(1) for qualified investors or a small circle of investors, within the maximum legal limit of 20% of the share capital per year; decide to increase capital with waiving of preferentiala subscription rights with a view to remunerating contributions in kind granted to the Company, within the limit of 10% of the share capital at the time of the issue: this is the aim of resolution twenty-seven. This resolution aims to authorize the Board of Directors to carry out merger and acquisition transactions through the issue of shares or securities giving access to capital in the Company as remuneration for contributions in kind to the Company in the form of shares or securities giving access to the capital; decide to increase capital via the incorporation of premiums,a reserves, retained earnings or other items: this is the aim of resolution twenty-eight. This resolution aims to authorize the Board of Directors to carry out, on one or several occasions, capital increases via the incorporation of premiums, reserves, retained earnings or other items for which this is allowable under general law and Company bylaws; decide to increase the number of securities to be issued,a within the legal limits, in the event of capital increases with or without preferential subscription rights: this is the aim of resolution twenty-nine; decide to increase the share capital with waiving ofa preferential subscription rights reserved for members of an employee savings plan, up to the par value limit of fifty (50) million euros: this is the purpose of resolution thirty. One of the objectives of an implementation of a capital increase reserved for members of an employee savings plan would be to strengthen this detention and involve employees closely in the Company's development.
These delegations void, as applicable, any unused part of any prior delegated powers for the same purpose given to the Board of Directors.
Finally, resolution thirty-one relates to the granting of the powers required to complete the legal formalities and disclosures relating to this Combined General Shareholders’ Meeting
LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 535Natixis Registration Document 2018
SUMMARY TABLE ON THE FINANCIAL RESOLUTIONS SUBMITTED TO THE GENERAL SHAREHOLDERS’ MEETING R BY YOUR BOARD OF DIRECTORS
Other information for comments 21 Authorization to trade in shares of the Company 18 months Possible objectives for share buybacks by your Company: Implementing option plans a to buy shares of the Company or similar plans
Tendering shares upon a exercising rights attached to securities granting rights to capital*
Tendering shares in a connection with acquisitions, mergers, spin-offs or asset transfers
Promoting the share in the a secondary market or the liquidity of the Company's share through an investment services provider in connection with a liquidity contract
Any other goal authorized a or that may be authorized by law or regulations in effect
Your Company a may 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 a shares acquired with a view to holding them or subsequently tendering them in connection with a merger, spin-off or contribution may not exceed 5% of the share capital
For liquidity a contracts, the 10% ceiling is calculated net of the number of shares resold during the authorization period
Overall amount a allocated to the buyback program: approximately €3.1 billion
Retention period: no a minimum (but the vesting and retention periods combined must be at least two years)
Issue limited to a 2.5% of the Company's share capital at the date on which the Board of Directors decided to allocate them
Sub-ceiling for a executive corporate officers: 0.10% of the share capital allocation is contingent on satisfying one or more performance requirements for the persons referred to in Article L.511-71 of the French Monetary and Financial Code 23 Cancellation of treasury shares 26 months May be used to reduce the a capital of your Company
Limited to 10% of a the capital in a 24-month period
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 536 Natixis Registration Document 2018
Other information for comments 24 Issue of shares and/or securities giving access to the Company's capital* and/or securities granting a right to debt instruments with PSRs*
Unusable a authorization during public share offers 25 Issue, by public offer, of shares and/or securities giving access to the Company's capital* or granting a right to debt instruments with waiving of PSRs*
Price set by your a Board of Directors, at least equal to the Legal Minimum Price*
May under no a circumstances exceed the legal ceiling set for this type of issue (currently 20% of the share capital per year)
Issue to be a deducted from the Overall Ceiling* and from the ceiling of €500 million stipulated by the resolution relating to issues by public offer of shares and/or securities giving access to the Company's capital or granting a right to debt instruments with waiving of PSRs
Unusable a authorization during public share offers 27 Issue of shares or securities giving access to share capital* as remuneration for contributions in kind involving securities of unlisted companies 26 months May be used to carry out a any merger and acquisition transactions 10% of the capital, a adjusted for any transactions on the share capital subsequent to this General Shareholders' Meeting
As stipulated by a law, this delegation of authority cannot apply to consideration provided in connection with a public exchange offer initiated by your Company (see resolution twenty-four)
Unusable a authorization during public share offers 28 Incorporation of premiums, reserves, retained earnings or other items 26 months May be used to incorporate a reserves, retained earnings or other items in the share capital, in order to increase the capital without any need to introduce new capital
Other information for comments 29 Increase in the number of securities to be issued in the event of a capital increase with or without PSRs*
For each issue, a ceiling equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue)
Accordingly, an independent member of the Board of Directors may not: in the last five years, be or have been: an employee or executive corporate officer of the Company,a an employee, executive officer, executive corporate officer or director of a company consolidated under a Natixis, an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE;a be an executive corporate officer of a company in which the Company holds a directorship either directly or indirectly, 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: that is material for the company or its Group,a or for which the Company or its Group represents a significant portion of such person’s business;a have close family ties with a director; have been a Statutory Auditor of the company within the last five years; have been a member of the Company’s Board of Directors for more than 12 years. Independent director status is lost when 12 years is reached; receive variable compensation in cash or in shares, or any performance-link compensation from the Company.
LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 539Natixis Registration Document 2018
Pursuant to Articles L. 225-38 et seq. of the French Commercial Code certain agreements are subject to prior authorization by the Board of Directors. The Statutory Auditors prepare a special report on these agreements which is presented to the General Shareholders' Meeting for its approval (“Related party Agreements Procedure”).
The agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related parties Agreements Procedure.
Finally, agreements between companies with common officers are also subject to the Related parties Agreements Procedure.
Overall Ceiling General ceiling for capital increases carried out under resolutions twenty-seven to thirty-three, i.e. one and a half billion euros (€1.5 billion)
Their purpose is to optimize capital raising for the Company and benefit from more favorable market conditions, because this financing method is both faster and simpler than capital increases offered to the public.
Regulatory minimum issue price set on the issue date, which is currently: For shares: the average weighted market price during the three trading days on the NYSE Euronext Paris a regulated exchange prior to the date on which the subscription price for the capital increase is determined, less 5%, where necessary, after any corrections to this average to take into consideration the difference in the effective date; For securities giving access to the share capital*: price set in such a way that, for all shares issued as a securities giving access to the share capital*, the total amount received by the Company in exchange for these securities giving access to the share capital* is at least equal to the regulatory minimum price per share as determined in the preceding point (as it was on the date on which the securities giving access to the share capital* were issued).
Characteristics of securities likely to be issued under resolutions twenty-four to thirty: Resolutions twenty-four to thirty submitted to this Shareholders' Meeting will authorize your Board of Directors to issue securities giving access to the share capital of the Company, either through the issue of new shares such as bonds convertible into or redeemable for shares, or bonds with share warrants attached or through the delivery of existing shares such as “OCEANEs” (bonds which are convertible into new shares or exchangeable for existing shares); these securities could either be in the form of debt securities as in the examples given above, or capital securities such as shares with share warrants attached. However, in accordance with the law, capital securities convertible or transformable into debt securities cannot be issued.
AGENDA AND DRAFT RESOLUTIONS 7.6.2 OF THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2019
Notice: 1. The distribution of the special dividend depends on Natixis' plan to sell its Factoring, Sureties & Financial Guarantees, Leasing, Consumer Finance and Securities Services business lines to BPCE. If this sale cannot be completed before the date of the General Shareholders' Meeting, the Board of Directors will amend the text of the third draft resolution to provide for (i) the payment on June 4, 2019 of the ordinary dividend in an amount equal to that initially proposed for the ordinary dividend and (ii) the subsequent payment (at a date after the planned sale is completed) of the “special” dividend in an amount equal to that initially proposed for the special dividend.
Overall budget for compensation paid to the employeesa referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2018; Ratification of the co-opting of Laurent Mignon as a director;a
Appointment of Daniel de Beaurepaire as a director, to replacea Philippe Sueur; Delegation of authority to the Board of Directors concerninga the trading by the Company in its own shares; Extraordinary business
Delegation of authority to the Board of Directors to award freea shares to employees and corporate officers of the Company and related companies, without preferential subscription rights; Delegation to be granted to the Board of Directors to reducea share capital by canceling treasury shares; Delegation of authority to the Board of Directors to decidea whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, with preferential subscription rights maintained; Delegation of authority to the Board of Directors to decidea whether to increase share capital through the issue, by public offer, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights; Delegation of authority to the Board of Directors to decidea whether to increase share capital through the issue, by an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights; Delegation of powers to the Board of Directors to issue sharesa and/or securities providing access to the Company's share capital or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving capital stock or securities giving access to capital, without preferential subscription rights; Delegation of authority to the Board of Directors to increasea the share capital via the incorporation of reserves, retained earnings, premiums or other items; Delegation of authority to the Board of Directors to increasea the number of securities to be issued in the event of capital increases with or without preferential subscription rights; Delegation of authority to the Board of Directors to decidea whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members; Powers to complete formalities.a
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the parent company financial statements for the fiscal year ended on December 31, 2018, hereby approves said parent company 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.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby: notes that the financial statements finalized as of December 31,a 2018, and approved by the shareholders at this meeting show earnings for the 2018 fiscal year of €1,834,308,793.77; notes that, after taking into account retained earnings ofa €1,625,059,649.69 and as the legal reserve exceeds 10% of the share capital, distributable earnings amount to €3,459,368,443.46; resolves to appropriate the distributable earnings as follows:a
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.
When the progressive income tax scale is applied to dividends, the portion of social withholding tax corresponding to CSG [contribution sociale généralisée—general social security tax] is deductible from taxable income at a rate of 6.8%.
In accordance with legal provisions, the shareholders hereby note that for the three fiscal years prior to fiscal year 2018, the following dividends were distributed: Fiscal year Number of shares on which a dividend was paid
Resolution four (Approval of the agreements and commitments covered by articles L.225-38 et seq. of the French Commercial Code)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to François Pérol, Chairman of the Board of Directors, for the period from January 1 to June 1, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.6.1.
Resolution six (Approval of the total compensation and benefits of any kind paid or granted to Laurent Mignon, Chief Executive Officer, for the period from January 1 to June 1, 2018, pursuant to Article L.225-100 of the French Commercial Code)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to Laurent Mignon, Chief Executive Officer, for the period from January 1 to June 1, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.6.1.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to Laurent Mignon, Chairman of the Board of Directors, for the period from June 1 to December 31, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.6.1.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby approves, in accordance with Article L.225-100 of the French Commercial Code, the components of compensation paid or granted to François Riahi, Chief Executive Officer, for the period from June 1 to December 31, 2018, as set out in the corporate governance report, presented in Natixis’ 2018 registration document in Chapter 2, Section 2.4 and Chapter 7, Section 7.6.1.
Resolution eleven (Overall budget for compensation paid to the employees referred to in Article L.511-71 of the French Monetary and Financial Code during the fiscal year ended December 31, 2018)
Resolution twelve (Ratification of the co-opting of Laurent Mignon as a Director)
Resolution thirteen (Ratification of the co-opting of Nicole Etchegoïnberry as a Director)
Resolution fourteen (Ratification of the co-opting of Christophe Pinault as a Director)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby ratifies the co-opting by the Board of Directors at its meeting on December 20, 2018, of Christophe Pinault as a Director, to replace Alain Denizot, who resigned, for the remainder of his term of office, i.e. until the end of the General Shareholders’ Meeting convened in 2019 to approve the financial statements for the year ended December 31, 2018.
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 544 Natixis Registration Document 2018
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby resolves to reappoint BPCE as a Director, for a period of four (4) years terminating at the end of the General Shareholders’ Meeting convened in 2023 to approve the financial statements for the fiscal year ended December 31, 2022.
Daniel de Beaurepaire has indicated that he accepts this new term of office and that he does not hold any position, nor is he the subject of any measure, likely to prevent him from exercising this function.
Resolution twenty-one (Delegation of authority to the Board of Directors concerning the trading by the Company in its own shares)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Articles L.225-209 et seq. of the French Commercial Code to buy back the Company’s shares or to arrange for them to be bought back and: Resolves that these shares may be purchased to:1)
This authorization is granted for a period of eighteen (18) months from this meeting. It voids from this day, as applicable, any unused part of any prior delegated power given to the Board of Directors for the purpose of trading in the Company’s shares, particularly that given by the shareholders in resolution seventeen of the Combined General Shareholders’ Meeting of
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 546 Natixis Registration Document 2018 resolves that the vesting of free shares granted under thisa resolution may be contingent on the achievement of one or several performance conditions, decided on by the Board of Directors, with the understanding that for persons referred to in Article L.511-71 of the French Monetary and Financial Code, including Natixis executive corporate officers, the existence of such performance conditions will be required in all events; acknowledges and resolves that this delegation of authoritya expressly waives, in favor of the beneficiaries of share allocations, the shareholders' preferential subscription rights to shares that may be issued under this resolution and the corresponding waiver by shareholders in favor of the beneficiaries of said allocations of the portion of the reserves, retained earnings, premiums or other items so incorporated, and, more generally, waives all the shareholders' rights to free shares (new or existing) that may be allocated pursuant to this resolution; delegates full powers to the Board of Directors, with the righta to sub-delegate said powers under the terms set out by law, to implement this delegation of authority in particular to: set the conditions and, where applicable, the criteria for the(i) allocation of shares; determine (a) the identity of beneficiaries, the number of(ii) shares allocated to each of them and (b) the conditions for the allocation of said shares; in accordance with the law, set the number of allocated free(iii) shares that executive corporate officers must retain in registered form for as long as they remain in office; resolve, based on such rules as it shall determine, to make(iv) the adjustments necessary to take into account the impact of corporate actions on the Company's share capital and, in particular, set the conditions under which the number of shares awarded will be adjusted, and enter into any agreements, prepare all documents, duly record(v) the completion of capital increases carried out under this delegation of authority subsequent to the vesting of shares awarded and, where appropriate, to amend the bylaws, complete all acts, formalities and declarations required by any and all bodies and, in general, do all that is necessary.
Resolution twenty-three (Delegation to be granted to the Board of Directors to reduce share capital by canceling treasury shares)
The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the Board of Directors' report and the special report of the Statutory Auditors, hereby authorizes the Board of Directors to reduce share capital, on one or more occasions, in the proportions and at the time of its choosing, by canceling any number of treasury shares, up to the maximum permitted by law, and in accordance with the provisions of Articles L.225-209 et seq. and Article L.225-213 of the French Commercial Code.
twenty four-month period. This upper limit applies to the share capital of the Company after any adjustment that may be made to reflect the impact of capital transactions that are carried out after the date of this General Shareholders' Meeting.
The Shareholders’ Meeting hereby fully empowers the Board of Directors to cancel shares and reduce the share capital as per the terms of this authorization, and accordingly amend the bylaws and complete all related formalities.
It voids from this day, as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution thirteen by the Combined General Shareholders' Meeting of May 23, 2017.
Resolution twenty-four (Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, with preferential subscription rights maintained)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors' report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Article L.225-192-2 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: Approves the delegation of authority to be granted to the1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in France or abroad, in the proportions and at the time of its choosing, either in euros or in any other currency or currency unit established by reference to more than one currency, by issuing (i) shares, (ii) shares giving access to other shares, either existing or new, or giving access to Company debt securities and/or (iii) securities giving access to shares to be issued by the Company in return for payment or free of charge, and governed by Articles L.228-91 et seq. of the French Commercial Code, with the understanding that such shares or other securities may be subscribed for in cash, as payment for debt, or by the capitalization of reserves, retained earnings or premiums; Approves the delegation of authority to be granted to the2) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to issue (i) securities giving access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital and/or (ii) shares giving access to existing equity securities or giving access to debt securities, of a third party company; Resolves to set the following limits to capital increases3) authorized in the event of use by the Board of Directors of the present delegation: the par value ceiling on capital increases liable to be carriedj out immediately or in the future under this delegation of authority is set at one and a half (1.5) billion euros,
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the Board of Directors' report and the Statutory Auditors' special report and in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code, in particular Articles L.225-129-2, L.225-135, L.225-136 and L.225-148 of this Code, and with the provisions of Articles L.228-91 et seq. of this Code: Approves the delegation of authority to be granted to the1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing, in France or abroad, by public offer, either in euros or in any other currency or currency unit established by reference to more than one currency, by issuing (i) shares, (ii) shares giving access to other shares, either existing or new, or giving access to Company debt securities and/or (iii) securities giving access to shares to be issued by the Company for valuable consideration or free of consideration, governed by Articles L.228-91 et seq. of the French Commercial Code, it being stipulated that subscription for such shares or other securities may be in cash, by offset of debt, or by capitalization of reserves, retained earnings or premiums. These securities may in particular be issued as consideration for securities contributed to the Company in connection with a public offer carried out in France or foreign countries under local rules (for example in connection with a reverse merger) relating to securities meeting the conditions set out in Article L.225-148 of the French Commercial Code; Approves the delegation of authority to be granted to the2) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to issue Company shares further to the issue, by companies in which the Company either directly or indirectly owns more than half of the capital, of securities giving access to shares to be issued by the Company.
This decision unconditionally and expressly waives, in favor of the holders of the securities that may be issued by company's belonging to the Group's companies, the shareholders' preferential subscription rights in respect of shares in the Company to which said securities will give entitlement; Approves the delegation of authority to be granted to the3) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to issue (i) securities giving access to equity securities to be issued by a company in which the Company directly or indirectly owns more than half of the share capital and/or (ii) shares giving access to existing equity securities or giving access to debt securities, of a third party company; Decides to set the following limits to capital increases4) authorized in the event of use by the Board of Directors of the present delegation: the total par value of capital increases which may bej effected pursuant to this delegation of authority, immediately or in the future, may not exceed five hundred million (500 million) euros, it being noted that the total value of capital increases carried out or likely to be carried out in the future under this delegation of authority will be subject to the overall limit set out in paragraph three of resolution twenty-four of this General Shareholders' Meeting or, where applicable, to the amount of an overall limit stipulated by any similar resolution that may supersede said resolution during the period of validity of the present delegation, the overall par value ceiling on capital increases liable to bej carried out immediately or in the future under this delegation of authority or those granted under resolutions twenty-six and twenty-seven submitted for the approval of this General Shareholders’ Meeting is set at five hundred million (500 million) euros, where applicable, the par value of any shares that may bej issued, in the event of new financial transactions, to maintain the rights of bearers of securities giving access to the share capital, will be added to the limits set above; Establishes the effective period of the authorization provided5) in this resolution at twenty-six (26) months from this General Shareholders' Meeting; Decides to waive preferential subscription rights to the6) shares and securities that are the subject of this resolution, allowing the Board of Directors discretion, under the terms of Article L.225-135, paragraph 5 of the French Commercial Code, to grant to the shareholders, for a period and on terms to be set by the Board of Directors in compliance with the applicable law and regulations and for some or all of any issue, a priority subscription period which does not constitute a negotiable right and which must be exercised in proportion to the quantity of shares owned by each shareholder and may be supplemented by a reducible application to subscribe for shares, it being stipulated that securities not subscribed for in this way will be the subject of a public offering in France or abroad; Recognizes that if the subscriptions, including, where7) applicable, those of shareholders, do not absorb the entire issue, the Board of Directors may limit the issue to the amount of subscriptions received providing that this amount reaches at least three quarters of the issue decided upon;
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 550 Natixis Registration Document 2018
Resolution twenty-six (Delegation of authority to the Board of Directors to decide whether to increase share capital through the issue, through an offer as set out in Article L.411-2(II) of the French Monetary and Financial Code, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights)
LEGAL INFORMATION Draft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 551Natixis Registration Document 2018 the issue price of securities giving access to shares to bej issued by the Company and the number of shares to which the conversion, redemption or other transformation of each such security giving access to shares to be issued by the Company may give rise will be such that the amount immediately received by the Company together with any amount it may later receive is, for each share issued as a consequence of the issue of these securities, at least equal to the minimum subscription price as provided for in the previous paragraph; Decides that the Board of Directors will have all necessary11) powers, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: decide on a capital increase and determine the securitiesj to be issued, decide on the amount of the capital increase, the issuej price as well as the amount of any premium that may be required on issuance, set the dates and terms of the capital increase, the naturej and characteristics of the securities to be created; additionally, in the case of bonds or other debt securities, to decide whether they should be subordinated or not (and, if applicable, their level of subordination, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their interest rates (fixed or variable rate of interest, zero coupon or indexed) and provide for mandatory or optional cases for the suspension or non-payment of interest, fix their maturity (fixed-term or perpetual securities), the possibility of reducing or increasing the par value of the securities and the other terms of their issue (including the granting of guarantees or security interests) and amortization (including redemption by delivery of assets of the Company); where applicable, these securities may carry warrants providing entitlement to the allotment, purchase or subscription of bonds or other debt securities, or provide for an option for the Company to issue debt securities (fungible or non-fungible) as a consideration for interest the payment of which may have been suspended by the Company, or take the form of complex bonds within the meaning of the stock market authorities (e.g., as a result of their terms of redemption or remuneration or of other rights such as indexation or options possibilities); amend, during the term of the securities concerned, the terms referred to above, in compliance with applicable formalities, determine the procedure for paying up the shares or thej securities giving access to shares to be issued immediately or in the future, set terms for the exercise of rights (rights to conversion,j exchange or redemption as the case may be, including by delivery of Company assets such as treasury shares or securities already issued by the Company) attached to the shares or securities giving access to the share capital and, in particular, set the date, which may be retrospective, from which the new shares will rank for dividend, and all other terms and conditions for the completion of the capital increase, set terms under which the Company may buy back orj exchange on the market, at any time or during specific time periods, the securities issued or to be issued immediately or in the future, with the view to canceling such securities or not, taking into account the applicable legal provisions, allow for the option of suspending the exercise of thej rights attached to securities issued in accordance with the relevant laws and regulations, at its sole discretion, apply the cost of capital increasesj against the related share premiums and deduct the amounts required for the legal reserve, determine and make all adjustments as may be requiredj as a result of changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share allocations, splitting or reverse-splitting of shares, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set the other terms on which any rights of holders of securities giving access to shares are to be preserved, duly record the completion of each capital increase andj modify the bylaws accordingly, in general, enter into agreements to ensure the proposedj issues are successfully completed, take any measures and carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights; Recognizes that this delegation of authority does not void12) resolution twenty-five of this General Shareholders' Meeting covering public offers, the validity and duration of which is not affected by this authorization; Decides that this delegation of authority voids from this day,13) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution sixteen by the Combined General Shareholders' Meeting of May 23, 2017.
Resolution twenty-seven (Delegation of powers to be granted to the Board of Directors to issue shares and/or securities providing access to the Company's share capital or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving capital stock or securities giving access to capital, without preferential subscription rights)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors' special report, in accordance with Article L.225-147, paragraph 6 of the French Commercial Code: Authorizes the Board of Directors, in accordance with the1) provisions of law, to carry out, on one or several occasions, a capital increase of up to 10% of the share capital at the time of the issue, this percentage being applied to a capital amount adjusted in accordance with transactions impacting it subsequent to this General Shareholders’ Meeting, with a view to remunerating contributions in kind granted to the Company and consisting of capital stock or securities providing access to capital, when the provisions set out in Article L. 225-148 of the French Commercial Code are not applicable, through the issue, on one or several occasions, of (i) shares, (ii) shares giving access to other shares, either existing or new, or giving access to Company debt securities and/or (iii) securities giving access to shares to be issued by the Company, it being noted that the par value ceiling on capital increases carried out or liable to be carried out in the future under this resolution would be deducted from the par
Resolution twenty-eight (Delegation of authority to be granted to the Board of Directors to increase the share capital via the incorporation of reserves, retained earnings, premiums or other items)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Board of Directors and in accordance with the provisions of Article L.225-130 of the French Commercial Code: Approves the delegation of authority to be granted to the1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, in the proportions and at the time of its choosing via the incorporation of reserves, retained earnings, premiums or other items for which this is allowable under general law and the Company bylaws, by the issue of new share capital or by raising the par value of existing shares or increasing the par value of the share capital or by a combination of these two methods. The total par value of capital increases which may be effected pursuant to this delegation of authority, immediately or in the future, may not exceed one and a half billion (1.5 billion) euros, it being noted that the total par value of capital increases carried out or likely to be carried out in the future under this delegation of authority will be subject to the overall limit set out in paragraph three of resolution twenty-four of this General Shareholders' Meeting or, where applicable, to the amount of an overall limit stipulated by any similar resolution that may supersede said resolution during the period of validity of the present delegation; In the event that this delegation of authority is used by the2) Board of Directors, delegates all powers to the latter, which it may in turn delegate in accordance with the provisions of law, to put this delegation of authority into effect, and in particular to: define the amount and the nature of the amounts to be incorporated in the share capital, set the number of new shares to be issued and/or the amount by which the par value of existing shares will be increased, to determine the date from which new shares carry rights, even retrospectively, or the date on which an increase in par value takes effect, decide, in the event of free share allocations, that rights notj representing a whole number of shares may not be traded and that the shares concerned are to be sold, with the proceeds of the sale being allocated to the holders of such rights in accordance with legal and regulatory requirements, make all adjustments as may be required as a result ofj changes in the capital of the Company, in particular changes in the par value of shares, capital increases by capitalization of reserves, free share or capital stock allocations, splitting or reverse-splitting of shares, distribution of reserves or of any other assets, redemption of capital, or any other transaction affecting the equity or share capital (including in the case of a public tender offer and/or in the event of a change of control), and set the other terms on which any rights of holders of securities giving access to the share capital are to be preserved, duly record the completion of each capital increase andj modify the bylaws accordingly,
Resolution twenty-nine (Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued in the event of capital increases with or without preferential subscription rights)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the Statutory Auditors' special report, in accordance with Article L.225-135-1 of the French Commercial Code: Approves the delegation of authority to be granted to the1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the number of securities 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 chosen for the initial issue, within the periods and limits specified by applicable legislation at the date of the issue (currently, within thirty days of the subscription closing date and within the limit of 15% of the initial issue), in particular with a view to granting a "greenshoe" option in accordance with market practices; Decides that the par value of capital increases decided on by2) the present resolution will be taken into account in the amount of the ceiling or ceilings applicable to the initial issue; Establishes the effective period of the authorization provided3) in this resolution at twenty-six (26) months from this General Shareholders' Meeting.
Resolution thirty (Delegation of authority to be granted to the Board of Directors to decide whether to increase share capital through the issue of shares and/or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary business, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with the provisions of Articles L.225-129-2, L.225-129-6, L.225-138 I and II, L.225-138-1, L.228-91 and L.228-92 of the French Commercial Code, and with the provisions of Articles L.3332-18 to L.3332-24 of the French Labor Code: Approves the delegation of authority to be granted to the1) Board of Directors, which it may in turn delegate in accordance with the provisions of law, to decide to increase the share capital, on one or more occasions, up to the par value limit of fifty (50) million euros, through the issue of shares or securities giving access to the share capital reserved for members of one or more employee savings plans in place within a company or group of companies in France or abroad, included within the consolidation scope or combination of the accounts of the Company pursuant to Article L.3344-1 of the French Labor Code; it being noted that (i) this resolution may be used to implement schemes with a leverage effect and (ii) the total par value of capital increases which may be effected pursuant to this resolution, immediately or in the future, will be deducted from the overall ceiling provided for in paragraph three of resolution twenty-four of this General Shareholders' Meeting or, where applicable, from the overall ceiling provided for in a similar resolution which may replace the said resolution during the valid term of this delegation of authority and is set without taking into account the par value of shares to be issued to preserve, in accordance with the law and where applicable contractual provisions for other kinds of adjustment, the rights of holders of securities giving access to the share capital; Establishes the effective period of the issue delegation2) provided for in this delegation of authority at twenty-six (26) months from this General Shareholders' Meeting; Resolves that the issue price for new shares shall be at least3) equal to the average of the prices listed on the market during the 20 trading sessions preceding the decision setting the date for the opening of subscription, less the maximum discount set out by law on the date that the Board of Directors makes its decision. The Board of Directors can reduce this discount if it deems such a reduction to be appropriate, especially if offering members of the Company savings plan securities on the international market and/or outside of the country to meet requirements imposed by applicable local laws; Authorizes the Board of Directors to grant, free of charge, to4) the above-mentioned beneficiaries, in addition to shares or securities giving access to capital to be subscribed to in cash, shares or securities giving access to capital to be issued or already issued, to replace all or part of the discount relative to the Reference Price and/or the contribution, with the understanding that the advantage resulting from this granting may not exceed the applicable legal or regulatory limits as set out in Articles L.3332-11 and L.3332-21 of the French Labor Code; Resolves to remove, in favor of the above-mentioned5) beneficiaries, the preferential subscription right of shareholders to shares or securities giving access to capital whose issue is the subject of this delegation, said shareholders also waiving, in the event that the above-mentioned beneficiaries are granted shares or securities giving access to capital, any rights to said shares or securities giving access to capital, including the portion of reserves, retained earnings or capitalized premiums, due to the free granting of said shares based on this resolution; Authorizes the Board of Directors, under the conditions of6) this delegation, to carry out the sale of shares to members of a company or group employee savings plan (or similar plan) such as those provided for in Article L.3332-24 of the French Labor Code, with the understanding that sales of shares completed with a discount in favor of members of one or several employee savings plans targeted by this resolution will be applied up to the nominal amount of shares so sold on the amount of ceilings set out in paragraph 1 below; Decides that the Board of Directors will have all necessary7) powers, which it may in turn delegate in accordance with the
7 LEGAL INFORMATIONDraft resolutions of the Combined General Shareholders’ Meeting of May 28, 2019 554 Natixis Registration Document 2018 provisions of law, to put this delegation of authority into effect, within the limits and conditions defined above, in particular to: draw up, in accordance with legal provisions, the list ofj companies whose above-mentioned beneficiaries may subscribe to shares or securities giving access to capital thereby issued and who may benefit, if applicable, from free shares or securities giving access to the share capital, decide that subscriptions may be carried out directly by thej beneficiaries, members of a company or group employee savings plan (or similar plan), or through employee mutual funds or other structures or entities permitted under applicable legal or regulatory provisions, determine the conditions, particularly seniority conditions,j that beneficiaries of capital increases must meet, set the dates for opening and closing subscriptions,j set the amounts for issues that will be carried out under thisj authorization and to set, in particular, the issue prices, dates, deadlines, procedures and conditions for subscription, payment, granting and entitlement for securities (even retroactive), the rules for reduction applicable in the event of oversubscription, as well as the other conditions and procedures for issues, within the applicable legal or regulatory limits, in the event that free shares or securities giving access toj capital are granted, determine the nature, characteristics and number of shares or securities giving access to capital to be issued, the number to grant to each beneficiary, and to set the dates, deadlines, procedures and granting conditions for these shares or securities giving access to capital, within the applicable legal and regulatory limits and in particular to choose either to completely or partially replace the granting of these shares or securities giving access to capital at discounts relative to the Reference Price provided for above, or to apply the equivalent value of these shares or securities to the total amount of the contribution, or to combine these two options, in the event that new shares are issued, apply, ifj applicable, to reserves, retained earnings or issue premiums, the amounts necessary to pay up said shares, record the completion of capital increases up to thej amount of shares that will be effectively subscribed to, if applicable, apply the cost of the capital increase againstj the related share premiums and deduct the amounts required to bring the legal reserve from this amount to a tenth of the new capital resulting from these capital increases, sign any agreements, carry out directly or indirectlyj through a representative any transactions and formalities, including carrying out formalities due to the capital increases and amending the bylaws accordingly, in general, enter into agreements to ensure the proposedj issues are successfully completed, take any measures and decisions and carry out any formalities that are appropriate for the issue, listing and financial servicing of securities issued under this delegation of authority and the exercise of associated rights or those due to the capital increases; Decides that this delegation of authority voids from this day,8) as applicable, any unused part of any prior delegation with the same purpose, and in particular the one granted in resolution eighteen by the Combined General Shareholders' Meeting of May 23, 2018.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary and extraordinary business, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all filings and formalities required by law.
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 and commitments 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 as to whether they are beneficial, or to ascertain the existence of any other agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code, to assess the benefits resulting from these agreements and commitments 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 and commitments 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 and commitments entered into during the past fiscal year that were approved by the Board of Directors.
Negotiation Agreement relating 1. to Natixis selling the Securities & Financial 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.
Corporate officers concerned on the applicable date: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Stéphanie Paix, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
Agreements and commitments authorized and entered into after the reporting period
We have been informed of the following agreements and commitments authorized by the Board of Directors and entered into since the end of the fiscal year.
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 alla shares 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 thea EuroTitres goodwill (the “EuroTitres Agreement”); and the following agreements annexed to the Disposal Agreementa and to the EuroTitres Agreement (the “Related Agreements”): the service agreement to be concluded between thej Company and BPCE covering certain services that must be provided by Natixis (or its subsidiaries) to BPCE (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service, the service agreement to be concluded between Natixis andj BPCE covering certain IT services that must be provided by Natixis (or its subsidiaries) to BPCE (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service, the service agreement to be concluded between Natixis andj BPCE covering certain services that must be provided by BPCE (or its subsidiaries) to Natixis (or its subsidiaries) during a transition period and/or for an indefinite period, depending on the type of service, a mandate agreement to be concluded between Natixis andj BPCE and referred to in the Appendices (G) to 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 Natixis, 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 will be presented for approval at the May 28, 2019 General Shareholders' Meeting.
On May 2, 2018, Board of Directors authorized Natixis to sign, in favor of François Riahi: within Groupe BPCE. Moreover, any severance payment is subject to performance criteria and conditions.
LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments 557Natixis Registration Document 2018
During that same meeting, the Natixis Board of Directors decided that François Riahi will also receive: Mandatory pension plans as all staff do. With respect to thea "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 protectiona similar to those of Natixis employees with respect to health and personal protection coverage.
On February 10, 2016, the Board of Directors authorized a compensation agreement between Natixis and Banque Palatine designed to offset particular additional costs sustained by Banque Palatine in connection with the transfer of the
The expenses recognized by Natixis in respect of the amendment to the Banque Palatine compensation agreement amounted to €345,000.00 for fiscal year 2018.
Agreements entered into by CNP Assurances, BPCE, Natixis, and ABP Vie (a subsidiary of Natixis Assurances): Quota share reinsurance treaty entered into by CNPa Assurances and ABP Vie in the presence of Natixis, with a view to ABP Vie, a Natixis Assurances subsidiary, reinsuring 10% of CNP Assurances’ life insurance and accumulation product inventory, which will be distributed by the Caisses d’Epargne network until December 31, 2015, and during the interim period determined in the protocol.
Tranche 2 reinsurance matching agreement entered into bya ABP Vie, CNP Assurances and BPCE, in the presence of Natixis, the aim of which is to determine the procedures for the management of events: the provision to CNP Assurances of the list of customersj covered by BPCE, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock), and the implementation of the tests required for thej determination and information exchange mechanisms provided for in said agreement to operate properly.
The global offering was underwritten by a group of financial institutions: headed by Natixis and J.P. Morgan Securities Ltd in thea capacity of global coordinators (“the Global Coordinators”); and including BNP Paribas, Credit Suisse Securities (Europe) Limited,a 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 Managers”, and the Underwriters, together with the Joint Lead Managers and Joint Book-Runners).
On February 17, 2013, the Board of Directors approved the guarantee given to BPCE by the Natixis NY Branch Office. This guarantee was granted in Natixis’ corporate interest, in the event that BPCE re-lends all or part of the USD resources raised from Natixis.
On February 24, 2010, the Board of Directors approved a financial guarantee agreement between Natixis and Natixis Real Estate Capital Inc., mirroring the Neptune guarantee and covering all Gestion Active des Portefeuilles Cantonnés—Workout Portfolio Management (GAPC) assets held by Natixis Real Estate Capital Inc.
This financial guarantee took the legal form of a risk participation to cover Natixis Real Estate Capital Inc., in proportion to a share of a portfolio of assets held by Natixis Real Estate Capital Inc. at June 30, 2009, following the clear failure to pay the amounts due in relation to the assets on the contractually agreed payment date.
Preliminary agreement between 8. Natixis and BPCE regarding the guarantee mechanism covering certain GAPC assets and the agreements pertaining to the guarantee.
560 Natixis Registration Document 2018 the “Miroir NFUSA” Reciprocal Financial Guarantee betweena Natixis and Natixis Funding USA, LLC; the “Miroir IXIS CMNA Australia” Reciprocal Financiala Guarantee between Natixis and IXIS CMNA Australia No. 2 SCA; the “Miroir NFP” Reciprocal Total Return Swap Agreementa between Natixis and Natixis Financial Products Inc.; the “Miroir NREC” Reciprocal Total Return Swap Agreementa between Natixis and Natixis Real Estate Capital Inc.; governance arrangements set up in respect of the GAPCa guarantee (specifically including draft operating charters for the Guarantee Supervision Committee and Workout Portfolio Management Committee). These agreements were approved by the May 27, 2010 General Shareholders’ Meeting.
The purpose of this amendment was to clarify how certain provisions of the Guarantee apply to covered assets subject to a write-down.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board anda Chairman of the Natixis Board of Directors; Alain Lemaire, a member of the BPCE Management Board anda a member of the Natixis Board of Directors; Yvan de la Porte du Theil, a member of the BPCE Managementa Board and a member of the Natixis Board of Directors; Nicolas Duhamel, a member of the BPCE Management Boarda and Permanent Representative of BPCE, and a member of the Natixis Board of Directors; Stève Gentili, a member of the BPCE Supervisory Board and aa member of the Natixis Board of Directors; Francis Henry, a member of the BPCE Supervisory Board and aa member of the Natixis Board of Directors; Bernard Jeannin, a member of the BPCE Supervisory Boarda and a member of the Natixis Board of Directors; and
The change in the fair value of the total return swaps gave rise to the recognition of an expense of €11,864,372.00 for the fiscal year ended December 31, 2018, in respect of Natixis’ activities, and to an expense of $135,225.00 in respect of the subsidiaries’ activities. This expense was neutralized in Natixis’ accounts by recognizing an offsetting expense against the subsidiaries.
There was no activation of guarantees in the 2018 fiscal year.
Authorization of a related-party 9. agreement on the Chapel Deal between Natixis and BPCE
Guarantee entered into with BPCE in 2009. To re-establish the equivalent of the Neptune Guarantee, from which Natixis benefited via Sahara, it was proposed that BPCE should guarantee the Chapel security via a total return swap (TRS) at the same time as the Chapel assets were bought back by Natixis.
This new invoicing agreement is aimed at providing a better reflection of the proportion of BPCE’s governance functions that relate to affiliated entities. It provides for annual invoicing based on the actual cost of the tasks performed by BPCE.
Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board anda Chairman of the Natixis Board of Directors; Stève Gentili, a member of the BPCE Supervisory Board anda Natixis director; Didier Patault, a member of the BPCE Supervisory Board anda Natixis director; Bernard Jeannin, a member of the BPCE Supervisory Boarda and Natixis director; Olivier Klein, a member of the BPCE Management Board anda Natixis director;
LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments 561Natixis Registration Document 2018
Jean Criton, a member of the BPCE Supervisory Board anda Natixis director; Philippe Queuille, a member of the BPCE Management Boarda and Natixis director; Philippe Sueur, Vice-Chairman of the Steering and Supervisorya Board of Caisse d’Epargne Ile-de-France and Natixis director; BPCE, as represented by Nicolas Duhamel, Chief Financiala Officer and a member of the BPCE Management Board and BPCE’s permanent representative on the Natixis Board of Directors.
The expenses recognized by Natixis in respect of this agreement amounted to €33,498,302.00 for the fiscal year ended December
Agreement providing for the distribution 11. of Natixis products and services to the regional banks acquired from HSBC by the Banque Populaire Group
The income recognized in respect of the activation of guarantees in the 2018 fiscal year amounted to €391,454.00.
IXIS CIB (previously known as CDC Marchés and then as CDC IXIS Capital Markets) was required to enter into a number of letters of joint and several commitment and guarantee with its various successive shareholders, namely the Caisse des Dépôts (CDC), CDC Finance-CDC IXIS (to which CNCE became the successor in interest following the merger dated December 31, 2004) and CNCE.
Funding Corp. (formerly CDC IXIS Funding Corp.) and Natixis Commercial Paper Corp. (formerly CDC IXIS Commercial Paper Corp.).
Likewise, IXIS CIB was required to enter into letters of joint and several commitment and guarantee with its US subsidiaries, namely Natixis Municipal Products Inc. (formerly CDC Municipal Products Inc.), Natixis Derivatives Inc. (formerly CDC Derivatives Inc.), Natixis Financial Products Inc. (formerly CDC Financial Products Inc.), Natixis
The expenses recognized by Natixis in respect of these agreements came to €472;998.00 for the fiscal year ended
Amendment to Laurent Mignon’s personal 14. protection and health insurance scheme
On February 10, 2016, the Board of Directors decided to amend the personal protection and health insurance scheme for Laurent Mignon, CEO, to maintain his level of compensation for 12 months in the event he is temporarily unable to work, and confirm his coverage by the personal protection and health insurance scheme for Natixis S.A. employees, as well as the Quatrem death and disability plan extended to certain members of Groupe BPCE senior management, including “Surviving Spouse Annuity”.
As part of Laurent Mignon’s reappointment as Chief Executive Officer for a term of four years, on February 18, 2015, the Board of Directors authorized the renewal, as required, of the commitments and agreements made in favor of Laurent Mignon, namely: The commitment related to the severance payment and relateda amendment n°1, as authorized by the Board of Directors on February 22, 2011, and February 19, 2014. The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE.
This agreement had no financial impact in 2018 and terminated on June 1, 2018.
STATEMENT BY THE PERSON 8.1 RESPONSIBLE FOR THE REGISTRATION DOCUMENT 564
I hereby declare that, to the best of my knowledge, after having taken all reasonable measures to this end, the information contained in this registration document is true and accurate and contains no omissions liable to impair its significance.
I have obtained a letter from the Statutory Auditors certifying the completion of their work, in which they indicate that they have examined the information relating to the financial position and the financial statements given in this document and have read the entire document.
ADDITIONAL INFORMATION Documents available to the public 565Natixis Registration Document 2018
Documents available to the public8.2 Documents concerning Natixis (Articles of Association, bylaws, reports, Code of Conduct, mail and other documents, historical parent company and consolidated financial information, for each of the two fiscal years prior to the publication of this document) are partly included in this document and may be consulted at the Company’s head office, preferably on appointment.
4. Risk factors 109 to 115 5. Information about the issuer
6.1. Main activities 12 to 31 6.2. Main markets 356 to 361 6.3. Exceptional events N/A
8.1. Existing or planned material tangible fixed assets 287-288 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fixed assets 451 to 491 9. Income and Financial position
14.1. Administrative bodies 38 to 88 14.2. Administrative, management, and supervisory bodies and Executive Management conflicts of interest
Registration document page number 15. Compensation and benefits 15.1. Amount of compensation and benefits in kind 89 to 105 15.2. Total amounts paid accrued by the issuer to provide pension, retirement or similar benefits 364 to 372 16. Administrative and management bodies practices
20. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses 20.1. Historical financial information 241 to 394; 20.2. Pro forma financial information 8-9; 356 to 361 20.3. Financial statements 241 to 394; 20.4. Auditing of historical annual financial information 395 to 402; 20.5. Age of latest financial information 395 to 402; 20.6. Interim financial and other information N/A
20.8. Legal and arbitration procedures 158 to 160 20.9. Significant changes in the issuer’s financial or commercial situation 235 21. Additional information 21.2. Memorandum and bylaws 512 to 517 22. Material contracts N/A
Pursuant to Article 28 of Commission regulation No. (EC) 809/2004 of April 29, 2004, the following information is incorporated by reference in this registration document: the parent company and consolidated financial statements fora the year ended December 31, 2017, presented respectively on pages 344 to 381 and 194 to 337, the Statutory Auditors’ report thereon, respectively pages 382 to 386 and 338 to 343, and the Group management report, on pages 178 to 192 of the registration document filed with the AMF on March 23, 2018 under number D.18-0172; the parent company and consolidated financial statements fora the year ended December 31, 2016, presented respectively on pages 351 to 390 and 204 to 348, the Statutory Auditors’ report thereon, respectively pages 391 to 392 and 349 to 350, and the Group management report, on pages 188 to 202 of the registration document filed with the AMF on March 21, 2017 under number D.17-0195.
Financial risks relating to the effects of climate change and the presentation of the Company’s a measures to reduce these effects through a low-carbon strategy in all aspects of its business.
Objective and policy for hedging transactions for which hedge accounting is used.a 283-284
4. Declaration by the person responsible for the registration document 564
5. Statutory Auditors’ report on the financial statements 442 to 446
6. Statutory Auditors’ report on the consolidated financial statements 395 to 402
7. Statutory Auditors’ special report on related-party agreements and commitments 555 to 562
ADDITIONAL INFORMATION Cross-reference table for the management report 569Natixis Registration Document 2018
Items related to the composition, operation and authority of the Board of Directors 38 to 88
Summary of authorizations to increase the Company’s share capital and their use during fiscal 2018 520 8. Information relative to the locations and activities in each country or territory 381 to 394 9. Key characteristics of the internal control and risk management procedures relating to the preparation and processing of accounting and financial information 10. Labor, social and environmental information 451 to 507 11. Vigilance action plan 481
ABCP Asset-backed commercial paper, i.e. a marketable debt instrument backed by cash flows from a pool of underlying assets.
ADIE Association for the right to economic initiative (Association pour le droit à l’initiative économique)
CDS Credit default swap, i.e. insurance against credit risk in the form of a bilateral financial contract whereby the protection buyer periodically pays a premium to the protection seller, who in turn promises to compensate for any losses on a reference asset (a bond issued by a government, financial institution or company) upon the occurrence of a credit event (bankruptcy, default, deferred payment or restructuring).
Common Equity Tier 1 ratio Ratio of Common Equity Tier 1 (CET1) capital to risk-weighted assets. The CET1 ratio is a solvency indicator used in the Basel 3 prudential accords.
Company-controlled stock A company’s ownership share of its own equity, held via its direct or indirect control of one or more other companies. Company-controlled stock does not bestow voting rights and is not included in the calculation of earnings per share.
DTAs Deferred tax assets, arising from temporary or timing differences between accounting expenses and tax liabilities.
Earnings per share The Company’s net income (excluding returns on hybrid securities recognized as equity instruments) divided by the weighted average number of shares outstanding.
EBA European Banking Authority, established by EU regulation No. 1093/2010 of November 24, 2010. It began operating on January 1, 2011 in London, superseding the Committee of European Banking Supervisors (CEBS). This new body has an expanded mandate. It is in charge of harmonizing prudential standards, ensuring coordination among the various national supervisory authorities and performing the role of mediator. The goal is to establish a Europe-wide supervision mechanism without compromising the ability of the national authorities to conduct the day-to-day supervision of credit institutions.
EURIBOR Euro Interbank Offered Rate, the benchmark interest rate on the euro zone’s money market.
GRI Global Reporting Initiative—An organization consisting of stakeholders and partners (businesses, audit firms, human rights, environmental protection, labor organizations, and government representatives) which has created a joint framework for the development of sustainability reporting.
Haircut The percentage by which a security’s market value is reduced to reflect its value under a stressed environment (counterparty risk or market stress). The size of the haircut reflects the perceived risk.
IFRIC 21 International Financial Reporting Interpretations Committee (IFRIC)—IFRIC 21, adopted by the European Union in June 2014, is an interpretation of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets.”
Pillar III Pillar III is concerned with establishing market discipline through a series of reporting requirements. These requirements—both qualitative and quantitative—are intended to improve financial transparency in the assessment of risk exposure, risk assessment procedures and capital adequacy.
Real security Securities comprising tangible or intangible assets, movable or immovable assets, such as commodities, precious metals, cash, financial instruments or insurance policies.
Solvency II European Directive on insurance and reinsurance undertakings intended to ensure that they comply at all times with their commitments towards policyholders in view of the specific risks incurred by such businesses. It aims to achieve an economic and prospective assessment of solvency based on three pillars—quantitative requirements (Pillar I), qualitative requirements (Pillar II) and information for the public and the supervisor (Pillar III). Adopted in 2014, it was enacted into national law in 2015 and came into force on January 1, 2016.