GENERAL SHAREHOLDERS’ MEETINGS8 555 Terms and conditions 8.1 of attendance by shareholders at General Shareholders’ Meetings 556
What are your strategic priorities and Natixis strengths in the face of future challenges?
V Network development in mergers and acquisitions (M&A): Natixis is ranked number ten in the ranking of M&A advisory banks in France in 2020, up four places compared to 2019 (source: L'Agefi hebdo of January 7, 2021)
STRATEGY Strategic plan NEW DIMENSION 2018-2020 11NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
STRATEGY Strategic choices to prepare for the future 13NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Operational risk is the risk of loss resulting from an inadequacy or failure of internal processes.
V Responsible digital program to reduce the impact of our digital equipment and uses
Banque Française du Commerce Extérieur (BFCE) is founded to finance international trade deals
Natexis Banques Populaires is founded from the contribution of the operating activities of Caisse Centrale des Banques Populaires to Natexis S.A
passu securities, who would be more affected than holders of senior non-preferred external debt, who, in turn, would be more affected than holders of senior preferred external debt. In the event of resolution, identical write-down and/or conversion rates would be applied to the debts and credits of the same ranking and irrespective of their association to any given affiliated entity, and in the order of the hierarchy set out above.
Loomis, Sayles & Co. (€284.2 billion), equities (growth, core, value) and bonds (core to high-yield)V
A product of the merger of the Equity Finance (Equity Derivatives) and Securities Financing group (Fixed Income) teams, Global Securities Financing aims to promote dialog with clients in order to offer them multi-underlying and multi-product solutions.
Trade & Treasury Solutions has been transformed in 2020 by moving closer to export credit and commodity trading activities aimed at better serving our clients by providing them with more comprehensive support for their working capital needs and the development of their business sales, particularly internationally. Among the highlights in 2020, TTS stepped up support for customers in their energy transition, with innovative products such as the Green Repo for aluminum with Trafigura. TTS is also giving itself the means to put even more emphasis on digital innovation, for example with international payments traceability.
Natixis was nonetheless active in the capital increase market, acting as Partner Bookrunner on Alstom’s €2 billion transaction, the largest capital increase to finance an M&A transaction since 2016 in France, and the Technicolor €330 million capital increase, as Global Coordinator and Joint Bookrunner.
In France, Natixis and Natixis Partners jointly rank No. 1 by number of deals with midcaps (source: L’Agefi Hebdo). In the United Kingdom, Fenchurch Advisory ranks No. 1 in the FIG sector by number of transactions (source: Mergermarket).
In addition, the insurance business is monitored via prudential and regulatory oversight, a process that has seen significant changes: since 2016, the Solvency II Directive has led to a change in theV organization, operating methods and the minimum solvency assessment system required by the activities developed. In the current environment of historically low interest rates, this change constitutes a major challenge. The division prepared for this challenge by modifying its governance and risk management processes; similarly, regulations have come into force in the insurance sectorV (PRIIPS, IDD, GDPR, easier termination of payment protection insurance), all of which are likely to lead to changes to products and operating procedures; forthermore, the coming into force of IFRS 9 and IFRS 17 willV require the Insurance division to adapt its financial and technical oversight; Natixis Assurances is continuing its preparatory work for the application of these standards expected as of January 1, 2023.
Revenue (direct sales) amounted to €9.2 billion, down 17%. The health crisis, with agencies closed during the first lockdown, resulted in a sharp decline in activity in the first half of the year, particularly in Spain; activity recovered from June with levels close to those of 2019. Assets under management were up 6% to €72.7 billion. Revenue from personal protection insurance and payment protection insurance improved 6% to €1,053 million in 2020.
In 2020, Natixis Payments continued to support its customers during the health crisis, focusing in particular on guaranteeing the same standard of service in all areas (issuance, acquisition, payment processing, fraud prevention). In addition, it has mobilized to rapidly implement solutions to support the economic activity of its customers, in particular during the implementation of the new €50 limit on contactless payment, the increase in the limit of meal vouchers and e-commerce solutions for the retail sector.
On February 25 2020, Natixis announced the sale of 29.5% of Coface’s share capital to Arch Capital Group Ltd and declared its intention to no longer sit on Coface’s Board of Directors as from the final completion of the transaction. Natixis also clarified that its agreement with Arch provides that, on that date, the Board will be composed of ten members, four of whom are to be appointed by Arch and six of whom are to be independent Directors (including the five current independent Directors).
This report is prepared in accordance with Article L.225-37 of the French Commercial Code and includes the following information in accordance with Articles L.225-37-4 and L.22-10-10 of the French Commercial Code: list of all offices and functions held in all companies by each ofV these corporate officers during the fiscal year; the composition and the conditions for preparing and organizingV the work of the Board; a description of the diversity policy applied to the members of theV Board of Directors and information relating to the results in terms of gender balance within the Senior Management Committee and more generally within the top 10% of positions with the highest responsibility; agreements entered into, directly or through an intermediary,V between, on the one hand, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights in a company and, on the other hand, another company controlled by the former within the meaning of Article L.233-3 of the French Commercial Code, with the exception of agreements relating to ongoing transactions and entered into under normal conditions; table summarizing current authorizations granted by the GeneralV Shareholders’ Meeting in respect of capital increases, pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code, and showing how these authorizations were used during the fiscal year (see section 7.4.1 of Chapter 7 of this universal registration document); the Senior Management procedures as provided for inV Article L.225-51-1 of the French Commercial Code; any potential limitations that the Board of Directors places on theV powers of the Chief Executive Officer; the Corporate Governance Code to which Natixis refers, as well as aV summary table of provisions whose application has been rejected; the specific conditions governing the participation of shareholders inV the General Shareholders’ Meeting or the provisions of the Articles of Association that provide for these terms and conditions (see section 8.1 of Chapter 8 of this universal registration document); a description of the procedure for the regular evaluation ofV agreements relating to ongoing transactions and entered into under normal conditions implemented by the Company pursuant to Article L.22-10-12 of the French Commercial Code; factors likely to have an impact in the event of a public tender offerV or exchange offer (see section 7.5 of Chapter 7 of this universal registration document).
The number of independent directors on Natixis’ Appointment Committee is not greater than half the total number of members, despite the recommendation by the Afep-Medef Code. It has a balanced composition (50% independent, 50% non-independent), and the Committee is chaired by an independent director. Like the Audit Committee, strictly following the Afep-Medef Code recommendations on the composition of the Appointment Committee would require Natixis’ independent directors to sit on more than three Special Committees, at the risk of negatively affecting the quality of that Committee’s work, in light of the resulting increased workload. That is why Natixis promotes a balance of directors within the Committee, which is, additionally, always chaired by an independent director. It should be noted that the opinions and recommendations of the Compensation Committee are only adopted if the majority of members present, including the Chairman, voted for them.
From January 1, 2016 to October 31, 2018, she served as the BPCE Management Board Member in charge of Human Resources, Internal Communications and the Corporate Secretary’s Office of BPCE. Since November 1, 2018, Catherine Halberstadt has occupied the roles of Member of the BPCE Management Board in charge of Human Resources.
Outside BPCE Group: Member of the Board of Bpifrance Financement V (since 12/07/2013), Chairwoman of the Appointment Committee and the Compensation Committee, Chairwoman of the Audit Committee and the Risk Committee of Bpifrance Financement (since 24/09/2015).
Member of the Supervisory Board V and Risk Committee of BPCE (since 16/12/2015); (until 31/12/2018)O Permanent Representative of BP V Occitane, Manager of SNC Immocarso (since 2007); (until 29/10/2018)O Member of the Board of Natixis V Investment Managers International (since 15/03/2007). (until 28/09/2018)O
From 2004 to 2006 she was Senior Vice-Chairwoman and Chief Legal Officer of EADS (Airbus) in France.
Other offices held in 2020: Chairman of Henri Proglio Consulting SAS (since 09/01/2015);V Honorary Chairman of EDF (1) (since 2015);V Member of the Board of: Dassault Aviation (1) (since 2008), ABR V Management Russia (since 2014), Akkuyu Nuclear JSC (Turkey) (since 2015), Atalian (since 01/09/2017), FCC (since 27/02/2015).
KEY ADVISORY SKILLS Expertise in legal matters, V particularly in business law
Born 15/01/1965 Nationality: French Natixis Shares held: 1,000 Address: 455 Promenade des Anglais, BP 3297, 06205 Nice Cedex 03
S. Garcelon � � � � � � � � � � � � � �
Gender balance As of December 31, 2020, the Board of Directors consisted of seven women and eight men.
> Shortlist of candidates drawn up by the Chairman of the Appointments Committee, in conjunction with the General Secretariat.
The Board of Directors verifies the publishing and disclosureV process, as well as the quality and reliability of the information that Natixis intends to publish and disclose.
The Board of Directors is informed of any resignation/V appointment of the Company’s Chief Risk Officer.
Furthermore, members of the Natixis Board of Directors include independent directors belonging to third-party groups that can maintain banking or business relations with Natixis or its subsidiaries.
Health crisis Regular updates on the impact of the health crisis.V
The program covers three areas: “fundamentals” training for new Board members and othersV interested in participating. It comprises modules to give Board members a useful understanding of the issues discussed at Board Meetings; “expertise” training on technical or complex issues so that BoardV members can properly understand, monitor and validate technical or complex matters discussed at Board Meetings. The modules are spread over the course of the year and cover areas such as accounting and financial matters, risk management, director liability (civil, criminal and regulatory), capital Markets activities, compliance principles, cyber security, and so forth; “ad hoc” training, provided as and when needed, to give BoardV members the necessary knowledge and skills to perform their duties. The aim is to deeply examine issues related to the business lines or other topical issues, and memos from the members’ secure website that address economic, accounting, regulatory, compliance, legal and other matters.
The Appointment Committee has been chaired by Diane de Saint Victor since April 4, 2019.
As of December 31, 2020, the members, alongside the Chief Executive Officer, were as follows: Nathalie Bricker (Chief Financial Officer);V
In 2019, the Company signed the United Nations Principles for Gender Equality. By signing the seven principles for the empowerment of women, Natixis is committed to implementing gender equality governance at the highest level of the Company.
Information on the members, roles and powers of the Compensation Committee are detailed in the previous section of the corporate governance chapter (see section 2.2.2.3).
Natixis’ compensation policy is key to the implementation of a sustainable company strategy. The Board of Directors ensures that it is in line with the corporate interest. It ensures that the different components of compensation are balanced and that the benefits granted are in line with the duties performed. It also ensures that compensation is structured to promote long-term employee engagement and enhance the Company’s appeal, while discouraging excessive risk taking.
45% 11.25% net revenues;V 11.25% net income (Group share);V 11.25% cost/income ratio;V 11.25% ROTE.V
Information on compensation pursuant to Article L.22-10-9 I, 2.3.2.3 paragraphs 6 and 7 of the French Commercial Code
Policies and rules established for determining compensation and benefits of any kind for corporate officers 101NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Awarded (a) (b)(in euros) Amount o/w variable compensation Amount o/w variable compensation
Allocation of stock options/performance shares and any other long-term compensation 77,783 performance shares granted to François Riahi 0 performance shares granted to Nicolas Namias
Upon the departure of François Riahi, the Board of Directors of August 3, 2020, decided to pay a non-compete indemnity of €400,000, corresponding to six months of fixed compensation, paid in installments over six months.
Since January 1, 2018, Natixis applies IFRS 9 “Financial Instruments,” which requires raising provisions as of the initial recognition of a financial instrument. This new provisioning model applies to outstandings recognized at amortized cost or at fair value through other comprehensive income recyclable to income and to loan and guarantee commitments given (excluding those recognized at fair value through profit or loss), as well as to lease receivables. (See Note 5 “Accounting principles and valuation methods” to the consolidated financial statements for the fiscal year ended December 31, 2020 in Chapter [5.1] “Financial Statements” of this universal registration document.)
Fair value variations of Natixis-held shares due to changes to issuer credit quality may adversely affect Natixis’ equity and solvency On the regulatory front, this risk concerns Natixis-held shares in the banking book category and which are designated at fair value to balance out other comprehensive income (OCI). Natixis is mainly exposed to this risk through the debt instruments it holds as part of its liquid asset buffer. This risk manifests as a decrease in the financial assets’ value resulting from changes to credit issuer quality for debt securities (CSRBB – credit spread risk in the banking book).
At 31/12/2020, the credit risk of securities held as part of the liquidity reserve has not increased significantly.
In 2019 Natixis adopted Green Weighting Factor – a tool that uses a color scale to rate a loan book’s exposure to climate risk. The aim is to encourage the lending businesses to favor clients and projects whose operations have a less harmful climate impact and at an identical credit risk.
Lastly, the ECB published its best practice guide for addressing climate risks in autumn 2020. We anticipate that this will be accompanied by a strengthening by the EBA of the regulations regarding the fight against global warming. This increase could penalize activities with a strong impact on the climate (directly through operational constraints for Natixis' clients or through the increase in the price of carbon allowances). Insofar as the energy transition will probably take place over a long period, the strengthening of these regulations could have an adverse effect on some of Natixis' activities such as financing and investment activities in the hydrocarbons, raw materials and transport sectors, for example.
It plays an essential role within the Committee structure, the highest-level of which is Natixis’ Global Risks Committee, which meets once per quarter.
The Code of Conduct adopted by Natixis in December 2017 is another effective means of inculcating the risk culture, as it defines the rules of conduct applicable to all employees, and encourages greater involvement and accountability.
Natixis is exposed to these risks because of the transactions it executes with its customers (for example, loan activities, over-the-counter derivatives [swaps, options, etc.], and repurchase agreements).
targets: customers to be targeted or excluded based on variousV criteria (size, rating, country of operation, etc.); structuring: maximum durations, financial ratios, contractualV clauses, collateral arrangement, etc.; products.V
The limits are monitored daily using the dedicated consolidation systems to ensure compliance with the supervision mechanisms.
Natixis set up a framework to manage the risks borne by clearing houses. For operations managed bilaterally, a system was been put in place to monitor the minimum requirements in terms of counterparty risk mitigators, which are part of the netting agreements and collateral schedules negotiated with counterparties.
This supervision is based on a rigorous selection of loan applications, regular monitoring of counterparties and anticipation of their potential deterioration, notably through the “Credit Alert” system. This system is based on daily information sent to the analysts concerned (Front Office and risks) and covering: financial data (e.g. unfavorable change in equity or cash flow fromV operations), market data (e.g. share price, external rating, CDS), andV
New scenarios were reviewed in 2020 and presented to the Global Risk Committee as well as to the Senior Management Committee. These internal credit stress test scenarios are based on macroeconomic assumptions prepared in collaboration with economic research, country risk analysts and Groupe BPCE, and comprise three scenarios covering the period between 2021 and 2023: a baseline scenario based on the most probable macroeconomicV and financial context. This reference scenario is supplemented this year by an “enhanced” version due to the uncertainty of the evolution of the economic context. The baseline scenario corresponds to the bank’s policy regarding provisions; two “Adverse” credit scenarios corresponding to (i) the assumptionV of a European sovereign debt crisis and (ii) the assumption of a crisis caused by a second lockdown linked to the COVID-19 pandemic.
The regulator is subsequently contacted to inform them of any such exceptions within Natixis’ authorized consolidation scope.
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR IIIRisk management 144 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
31/12/19 31/01/20 28/02/20 31/03/20 30/04/20 29/05/20 30/06/20 31/07/20 31/08/20 30/09/20 30/10/20 30/11/20 31/12/20
Overall stress test levels reached an average level of €17.5 million at December 31, 2020, versus +€16 million at December 31, 2019.
This framework is managed using a single information system that has been deployed across the Company’s entities, business lines and support functions in France and internationally. This internal tool is available in French and English and hosts all the components of the operational risk oversight system (incidents, mapping of quantified potential risks, risk management systems, key risk indicators, corrective actions, Committees, etc.). The accuracy of the information entered or approved by the operational risk managers is ensured through reconciliation with information from other functions (accounting, compliance, legal, IT Systems Security, data quality, insurance, etc.).
KRI: Key Risk Indicator RMS: Risk Management System RCSA: Risk Control & Self Assessment HR: Human Resources P&P: Policies and procedures
The maximum amount that can be paid out for any one claim under this arrangement is €118.5 million under “Professional Civil Liability” coverage and €119 million under “Fraud” coverage in excess of the applicable deductibles.
Term deposits were partially backed at more than one year by cash flows, thus creating an additional resource of €3 billion, which explains the increase in resources compared to last year.
From the beginning of March, many companies preferred to withdraw from their investments in money management companies to build up a liquidity buffer to cope with the inevitable loss of revenue caused by the pandemic. These withdrawal movements affected the liquidity of the money markets, which closed very quickly due to a lack of bank debt buyers. This situation caused the very significant attrition of the Group’s stock of monetary debt, largely offset by an increase in deposits in corporate bank accounts, as a result of them building up their buffer.
The sensitivity of Natixis’ NII to interest rate variations under various stress scenarios in 2020 was relatively stable. In the event of a parallel upward shift of +200 bps in the yield curves, sensitivity was positive and represented less than 1.5% of CET1.
For a definition of non-compliance risk, see 3.2.2.5 Governance and risk management system – Risk typology.
The Natixis Compliance Department provides guidance, leadership and oversight to the compliance managers of the entities as part of its operations. This role is carried out through hierarchical reporting to Natixis, the parent company, and direct links to the branches and subsidiaries.
being compliant with the rules of good conduct applicable toV Natixis staff; and staff training.V
Natixis regularly tests this entire framework using first- and second-level controls, crisis management exercises and backup solution tests. In this context, Natixis carries out a multi-year test plan of its resilience capacities in the event of cyber-attacks.
The judgment was handed down on June 24, 2020. The Court of Appeal ruled out the expiry of the current proceedings.This judgment is subject to appeal. If no party is served with the appeal judgment, the time limit for appeal does not run and an appeal is therefore still possible.
A judgment was handed down on November 20, 2020 declaring the transactions null and void and awarding Contango Trading S.A. refunds and reparations in the amount of US$208,702,648. On December 22, 2020, the judge authorized SFF and Vitol to appeal this judgment and at the same time SFF paid Contango Trading S.A. the sum of US$123,865,600 in execution of the uncontested part of the judgment.
Natixis Assurances is the Insurance division of Natixis and is structured into two businesses: the personal Insurance business, focused on developing portfolios ofV life insurance and endowment policies for investment and retirement purposes, as well as personal protection insurance portfolios; the Non-Life Insurance business, focused on developing portfoliosV for auto and multi-risk home insurance, personal accident insurance, legal protection, healthcare and property and casualty insurance.
Financial risk The group has implemented an investment policy that incorporates the management of financial risk through the definition of its strategic allocation, regulations governing insurance companies and investment constraints related to the management of its liabilities. The investment strategy implemented must ensure that the group’s commitments to its policyholders are met while optimizing investments and performance within a defined risk framework.
The identification and management of these risks are presented in Chapter [6] of this universal registration document.
This regulatory framework, aimed at reinforcing the financial strength of banking institutions, has resulted in: a stricter definition of the capital items eligible to meet regulatoryV capital requirements; reinforced regulatory capital requirements, in particular forV counterparty risk on derivatives; higher ratios to observe, specifically regarding CET1 capital andV capital buffers: a capital conservation buffer, which represents 2.5% of total riskV exposures, a countercyclical capital buffer, i.e. the average of theV countercyclical capital buffer of each country in which Natixis holds risk exposures, weighted by the amount of said exposures. The rate applied in France has been zero since Q2 2020, a systemic risk buffer, i.e. an additional requirement for globalV systemically important banks (G-SIBs), such as BPCE. Natixis is not subject to this buffer; in addition, other mechanisms have been introduced, includingV mechanisms to limit dividend payouts, interest on Additional Tier One (AT1) subordinated debt and variable compensation (Maximum Distributable Amount, or MDA).
3 RISK FACTORS, RISK MANAGEMENT AND PILLAR IIIBasel 3 Pillar III disclosures 172 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
Loans and receivables due from banks and similar items at amortized cost 44,691 44,429 41,673 2,755 - - -
Common Equity Tier 1 capital: instruments and reserves 1 Capital instruments and the related share premium accounts 9,300 26 (1), 27; 28, 29, EBA list, 26 (3)
Credit risk adjustments included in T2 in respect of exposures subject to internal ratings-based approach (prior to the application of the cap) 51 62 79 Cap for inclusion of credit risk adjustments in T2 under internal ratings-based approach 45,679 62
Tier 2 capital came to -€2.1 billion, the discount on issuance totaling -€0.1 billion for the period. The new issue of €0.4 billion in the fourth quarter had no impact on equity due to the fact that a loan of the same amount was granted to Natixis Assurances and deducted from Tier capital. 2.
OTHER OFF-BALANCE SHEET EXPOSURES (SUM OF LINES 17 AND 18) 41,795 38,494
Credit risk (excluding CCR) 64,200 62,392 5,136 o/w the standardized approach 8,725 11,183 698
trading Electricity Finance Real estate Base industries Oil & Gas Transportation
Non-performing exposures – accumulated impairments, accumulated negative fair value variations due to credit risk and provisions
Long term 3 Baa1 to Baa3 50 4 Ba1 to Ba3 100 6 Caa, Ca, C 150
Corporates – Other 0.15 to <0.25 0.25 to <0.50 0.50 to <0.75
Total portfolios subject to the advanced method 5,354 1,538 i) VaR component (including the 3×multiplier) 186 ii) Stressed VaR component (including the 3×multiplier) 1,351
Bank acting as originator Bank acting as sponsor Bank acting as investor
Synthetic securitization o/w securitization o/w retail underlying o/w wholesale o/w re-securitization o/w senior debt o/w non-senior
Own debt securities issued besides own secured bonds or own asset-backed securities 0 0 751 0
The NSFR, which the Basel Committee wants to have applied as a minimum requirement from January 1, 2018, was implemented in Europe via Regulation (EU) 2019/876 (“CRR2”), which will enter into force, in respect of the NSFR, on June 28, 2021.
LCR – Liquid asset buffers Commission Delegated regulation (EU) 2015/61 of October 10, 2014 defines liquid assets and the criteria they must meet to be eligible for the liquidity buffer used to cover funding needs in the event of a short-term liquidity crisis.
Article 436 (b) EU LIA – Explanations of differences between accounting and regulatory exposure amounts 171-174
Article 438 last paragraph (EBA) EU CR10 – IRB – Specialized lending and equities under the simple risk-weighted approach 206
Article 49 (1) and (4) (EBA) EU INS1 – Non-deducted holdings in insurance undertakings 180
Indicative correspondences between internal ratings based on expert judgment and external agency ratings (corporates, banks, Specialized Financing institutions) 131
VaR, stressed VaR and IRC within the regulatory scope (MR3) 216
Althelia Sustainable Ocean Fund received the first prize in theV impact project/investment of the year category,
2020 was a year when the business continued to roll out its strategic plan as part of New Dimension and adapted to best meet the expectations of its clients: further dematerialization of the customer relationship, such as theV expansion of the electronic signature system; new methods and schedules for communication with BPCE’sV direct customers and networks; development of a strategic project to strengthen the offering andV quality of service of the life insurance brokerage business.
These joint initiatives were supplemented by efforts to optimize resources: cost-cutting with no impact on sales, in particular in IT;V
Natixis was active in the capital increase market, acting as Partner Bookrunner on Alstom’s transaction, the largest capital increase to finance an M&A transaction since 2016 in France, and the Technicolor capital increase, as Global Coordinator and Joint Bookrunner.
In June, a new simplified, digital and competitive personal protection offering, “Secur’ Famille 2”, was launched in the Caisse d’Epargne network. In September, the new PERi offering was launched in the Caisse d’Epargne (CE) and Banque Populaire (BP) networks.
Recurring expenses totaled €5,828 million, down 4.0% at constant exchange rates compared with 2019. Asset & Wealth Management expenses were down 3.2% at constant exchange rates. Corporate & Investment Banking expenses were down 5.4% at constant exchange rates. The expenses of the Insurance and Payments divisions were up 2.5% and 5.7% respectively. Corporate Center expenses were down 14.9% to €460 million, with a contribution of €165 million to the Single Resolution Fund versus €170 million in 2019.
This resulted in a positive net accounting income of €101 million in 2020 compared with +€1,897 in 2019.
In 2020, the business line’s net revenues were significantly up 19.5% to €177.8 million (+€29.0 million) compared with 2019. This increase is mostly due to the sharp increase in transaction fees, strong performance of transaction fees and in AUM fees, and the solidity of the financial margin.
Capital Market revenues totaled €1,085 million in 2020, down 27.9% compared with 2019 at constant exchange rates.
Pre-tax profit stood at €41.7 million down 17%, ROE stood at 7.3%, down by 1.8 points compared to 2019.
Off-balance sheet commitments were up 3%, mainly driven by the increase over the year in documentary credits (in particular large companies in the automotive and household appliances sector).
Corporate Center cost of risk, was -€8 million in 2020, as in 2019, and mainly related to Algeria.
Change in the value of goodwill 0 0 0 0 5 5
Asset management Sale of the Canadian distribution business to Fiera Capital
Given the announcement date of these measures, and the concomitant opening of negotiations on the accompanying measures, it is not possible at this date to provide an estimate of their financial effects.
Consumer Finance and Securities Services businesses of the former Specialized Financial Services division. The balance for 2020 notably includes a provision for Coface securities of -€38 million.
Cash flow on assets and liabilities held for sale (d) (235) 0
Impact of exchange rate fluctuations on cash and cash equivalents (1,176) 164
Furthermore, on November 3, 2017, the European Commission adopted the amendment to IFRS 4 on the joint application of IFRS 9 “Financial Instruments” and IFRS 4 “Insurance Contracts”, with specific provisions for financial conglomerates, with effect from January 1, 2018. Under European regulations, financial conglomerates may defer application of IFRS 9 to their Insurance divisions until the effective date of application of the new IFRS 17 “Insurance Contracts”, as long as they: do not transfer financial instruments between the InsuranceV division and other divisions of the conglomerate (with the exception of financial instruments at fair value through profit or loss for the two divisions affected by the transfer); indicate the insurance entities that apply IAS 39;V
Following the approval of the relevant competition and regulatory authorities, Natixis and Arch Capital group Ltd announced on February 10, 2021 the sale by Natixis of a 29.5% stake in the share capital of Natixis Coface to Arch Financial Holdings Europe IV Limited, an affiliate of Arch Capital group Ltd., at a price of €9.95 per share (dividend attached).
Interest on the GBLs is in return for the time value and credit risk associated with the principal. The early repayment penalty is zero or set in a contractually reasonable manner, and the extension conditions are not set in advance but rather are reviewed at the time of the extension based on market conditions.
In addition, as part of the preparation of the 2021-2024 strategic plan, a new baseline scenario was developed. This new baseline scenario, validated by the authorities in December, is largely in line with the consensus forecast of November 2020, which is itself consistent with the forecasts validated in September as part of the development of the three scenarios described above. As regards the projections of the financial variables that feed the model for determining the transition matrices, the new baseline scenario and the consensus of November 2020 are identical.
Changes in the provisioning mechanism in order to better take into account the sector-specific aspects The scenario’s macroeconomic and financial variables make it possible to build new scoring transition matrices and the corresponding probabilities of default (PD), which reflect and respect the overall scenario but do not provide sufficient detail in distinguishing between different business sectors. In order to strengthen and refine the existing system, a sectoral adjustment for PDs was defined based on the assessment of the rating of economic sectors on a 6-to-12-month time horizon. The average sector-weighted forward-looking PD, produced from the transition matrices, is compared and adjusted to converge toward the equivalent PD in anticipation of the sector’s rating.
The assumption of control through successive purchases of securities from an entity previously recognized in financial assets at fair value (through profit or loss or other comprehensive income) is shown as two transactions taking place upon the assumption of control: the disposal of securities previously recognized in assets at fairV value through profit or loss; and the acquisition of all of the securities held after the assumption ofV control.
The determination of values in use primarily relied on the updating of the estimate of future flows of CGUs (i.e. the Discounted Cash Flows (DCF) method) as determined by the latest business divisions’ result forecasts reassessed in the context of the health crisis.
Associates The main investments of Natixis accounted for under the equity method as of December 31, 2020 are EDF Investment Group (EIG) and Coface.
In accordance with IFRS 10, consolidation analyses of structured entities are performed taking into account all of the criteria referred to in Note 2.2.1.
A fund is subject to consolidation if Natixis acts as principal (e.g., Natixis is a manager and is not revocable by a limited number of people and holds material variable returns). Real estate funds subject to consolidation but not consolidated due to their materiality are listed in Note 18.1.
Financial instruments measured using the fair value option - - - - - - - 0 - 0
The restructured loan is reclassified as performing based on expert opinion when no uncertainty remains as to the borrower’s capacity to honor the commitment.
Recognition of a right-of-use asset At the inception of the lease, the right-of-use asset is recognized at a value equal to the lease liability amount at that date, adjusting for payments made to the lessor prior to or on that date and not therefore included in the measurement of the lease liability, less any lease incentives received. Where applicable, this amount is adjusted to take into account the initial direct costs incurred by the lessee and an estimate of the costs of dismantling and refitting, to the extent that the terms and conditions of the lease so require, in which case an outflow is likely and can be estimated to a sufficient degree of reliability.
For debt instruments recognized on the asset side of the balance sheet at amortized cost, impairments are recorded against the line on which the asset was initially shown at its net value (irrespective of whether the asset is S1, S2, S3 or POCI). Impairment charges and reversals are recorded in the income statement under “Provision for credit losses”.
Credit risk deterioration criteria The principles for measuring the increase in credit risk and expected credit losses applicable to most of the Natixis' exposures are described below.
PD(t) (Probability of Default): the probability that the counterpartyV will default during year t; LGD (Loss Given Default): the amount of unrecovered contractualV cash flows after the recovery phase in the event that the counterparty defaults on the loan in question.
Model uncertainty adjustment This adjustment takes into account the imperfections of the valuation techniques used – in particular, the risk factors that are not considered, even when observable market inputs are available. This is the case where risks inherent to various instruments differ from those considered by the observable inputs used in valuation.
Financial assets and liabilities measured and presented at fair value are categorized based on the following scale: level 1: market value is determined directly using prices quoted onV active markets for identical assets and liabilities; level 2: market value is determined using valuation techniquesV based on significant data that may be directly or indirectly observed on the markets; level 3: market value is determined using unrecognized modelsV and/or models based on non-observable market data, where they are liable to materially impact the valuation.
When the fair value of the group of assets and liabilities is lower than their overall net book value, Natixis limits the amount of impairment to non-current assets (goodwill, intangible assets and property, plant and equipment) measured in accordance with IFRS 5.
Repurchase agreements a) Assignor Securities sold are not derecognized. Natixis recognizes a liability representing the commitment to return funds received (“Securities sold under repurchase agreements”).
allocation of transaction price to the various specific performanceV obligations; recognition of income when performance obligations are met.V
Finally, it is necessary to note that from April 1, 2020 tax credits on foreign securities are no longer recorded in NBI but in corporate income tax.
All of the financial guarantees issued by insurance subsidiaries that also meet the definition of an insurance contract were accounted for in line with the requirements of IFRS 4 “Insurance Contracts” (see Note 8).
The valuation models used to price illiquid financial instruments are described in Note 7.5.
Since the first half of 2018, Natixis has had a project team in place tasked with anticipating the impacts associated with the benchmark index reform from a legal, commercial, financial and accounting standpoint. Governance involving all four Natixis business lines has been set up to analyze the operational aspects of this issue.
Income and expenses from other activities include incidental income and expenses.
Financial liabilities at fair value through profit or loss7.1.2 The table below shows the breakdown of financial liabilities at fair value through profit and loss by instrument type.
Some liabilities issued and recognized under the fair value option through profit or loss are covered by a guarantee. The effect of this guarantee is incorporated into the fair value of the liabilities.
Financial liabilities under the fair value option and credit risk7.1.2.1 The carrying amount of financial liabilities designated at fair value through profit or loss corresponds to their fair value shown on the balance sheet.
Derivatives may only be designated as hedges if they meet the criteria set out in IAS 39 at inception and throughout the term of the hedge. These criteria include formal documentation that the hedging relationship between the derivatives and the hedged items is both prospectively and retrospectively effective. Hedging relationships are presumed to be effective when, retrospectively, changes in the value of the hedging instrument offset changes in the value of the hedged item in a range of 80%-125%.
This line item covers debt instruments managed under a “hold to reserve and equity instruments that Natixis has irrevocably opted to collect and sell” business model, with cash flows that meet SPPI measure at fair value through other comprehensive income. criteria (see Note 5.1.4), such as debt instruments held in the liquidity
Financial liabilities designated under the fair value option 26,571 3,045 14,768 8,758 28,692 3,696 15,627 9,368 o/w securities under the fair value option 22,776 14,022 8,754 24,759 15,393 9,366 o/w other financial liabilities under the fair value option 3,795 3,045 746 4 3,933 3,696 235 2
Complex instruments Some more hybrid and/or long-maturity financial instruments are measured using a recognized model on the basis of market inputs derived from observable data such as yield curves, implied volatility layers of options, market consensus data or active OTC markets.
TOTAL FINANCIAL ASSETS RECORDED AT FAIR VALUE 7,060 (64) 455 158 10,051 (11,893) (323) 522 (210) (7) (217) 5,534
Financial assets and liabilities at fair value: transfers between fair value levels7.5.3
Variations linked to changes in credit risk parameters (excluding transfers) (5,322) (11) (594) (78) (186) (727) (24) (1) (6,126) (818)
Value adjustments for credit losses (204) (1,146) (1,350) (116) (1,239) (1,355)
Variations linked to changes in exchange rates 14 (0) 1 0 (0) (0) (0) 14 (0)
Certain goodwill recorded for the United States gives rise to a tax amortization over 15 years due to the difference between the carrying amount of the goodwill (a) and its tax value. This difference in treatment generated a deferred tax liability of €320.9 million as at December 31, 2020. -€282 million corresponding to the disposal of goodwill recognized following the loss of control of Coface (see Note 1.2 Significant events).(b) €52 million corresponding to the goodwill recognized on the acquisition of a 55% stake in La Banque Postale AM following the merger of Natixis IM’s interest (c) rate and insurance management activities with the former.
Debt securities (interest-bearing notes, interbank market securities, etc.) are broken down by type of security, excluding subordinated securities which are included within “Subordinated debt”.
In accordance with IFRIC 10, an additional impairment charge will be recognized on investment securities for which a provision has already been made if its value has declined further at the reporting date, regardless of threshold or duration requirements.
Liabilities related to insurance policies8.2.5 Policies managed by the insurance subsidiaries of the Coface and Natixis Assurances sub-groups meet the definitions of insurance policies and investment contracts with a discretionary participation feature set out in IFRS 4. Accordingly, they result in the recognition of technical reserves in liabilities. These reserves are measured in accordance with French GAAP pending the entry into force of IFRS 17 dealing with technical liabilities of insurance companies.
Capital gains and losses on disposal of investments (net of reversals, write-downs and amortization) 131 131 0 0 131 0 0 0 131
Securities under the fair value option through profit or loss 8.4.1.1 22,190 21,055
Financial assets at fair value through profit or loss 27,875 22,314 4,042 1,519 23,360 17,505 4,569 1,286
Other available-for-sale securities 51,843 42,774 6,239 2,830 51,151 43,317 5,279 2,554 o/w debt instruments in the form of securities 43,533 36,996 3,707 2,830 43,033 37,311 3,189 2,534 o/w other availablefor -sale financial assets
Full-time equivalent current employees of Natixis at the reporting date (a) (including 105 employees of entities restated under IFRS 5 at December 31, 2020 concerning H2O). As of December 31, 2019, Coface had 3,248 employees. The breakdown of the headcount is presented in Note 6.7.1.1 of Chapter [6] “Non-financial performance report”.
Regarding the plan approved by the Board of Directors on February 11, 2021, as these allocations had not yet formally been carried out at the reporting date, these expenses have been estimated using best available estimates of inputs at the reporting date, both in respect of the value of the share and dividend assumptions.
Insurance contracts taken up with a related party to Natixis and intended to finance all or part of Natixis’ defined-benefit plan commitments are recorded in the asset side of the balance sheet as “Accruals and other assets”.
Changes recognized directly in other comprehensive income with no recycling 1 1 2 2 1 3
Salary growth rate (including inflation) 2.32% 2.26% 2.28% 2.96% 2.94% 2.26% 2.26% 3.37%
Impact on the income statement of lease agreements not recognized in the balance sheet (6) (5)
Financial liabilities designated at fair value through profit or loss 7,071 258 3,770 3,984 7,970 264 1,590 3,940
if none of the criteria is met: no payment will be made.V
The Azure Capital Trust (u) Holding company FC 53 53 52 52 Australia
NATINIUM FINANCIAL PRODUCTS Securitization vehicle FC 100 100 100 100 Ireland
Natixis Investment Managers Australia Pty Limited Distribution FC 100 100 100 100 Australia
LOOMIS SAYLES TRUST COMPANY, LLC Asset Management FC 100 100 100 100 United States
Flexstone Partners LLC (formerly Caspian Private Equity, LLC) Asset Management FC 84 84 84 84 United States
DARIUS CAPITAL CONSEIL* Investment advisory services FC 70 70 70 70 France
AEW EUROPE GLOBAL LUX Asset Management FC 100 60 100 60 Luxembourg
AEW Europe LLP Spanish Branch Distribution FC 100 60 100 60 Spain
Natixis Investment Managers, Nordics filial Distribution FC 100 100 100 100 Sweden
FRUCTIFONCIER Insurance real estate investments FC 100 100 100 100 France
COFACE NORTH AMERICA INSURANCE COMPANY (a) Credit insurance and related services EM 42 42 42 42 United States
COFACE RATING.DE (a) Receivables management and data EM 42 42 42 42 Germany
COGERI (a) Receivables management and data EM 42 42 42 42 France
COFACE JAPAN – BRANCH (COFACE EUROPE) (a) Credit insurance and related services EM 42 42 42 42 Japan
COFACE DEUTSCHLAND (a) Credit insurance and related services EM 42 42 42 42 Germany
NATIXIS IMMO EXPLOITATION Real estate operations FC 100 100 100 100 France
In addition, the 25% stake in the share capital of US investment firm WCM Investment Management, which was not consolidated due to the absence of significant influence by Natixis, accounted for a total of €429 million at December 31, 2020 versus €279 million at December 31, 2019.
Pursuant to the provisions of IFRS 5, the assets and liabilities of these subsidiaries have been grouped together on a separate line of the balance sheet as assets and liabilities held for sale and have been valued in accordance with the applicable provisions, i.e. lower of their net carrying amount and fair value less costs to sell.
Our work consisted in: verifying that the proposed divestments did indeed meet the IFRSV 5 criteria, enabling them to be classified as activities held for sale; examining the identification and presentation of all theV components of the assets and liabilities held for sale under “Assets held for sale” and “Liabilities associated with assets held for sale”, with regard to IFRS 5 provisions; assessing the methods used to measure the fair value of assetsV and liabilities held for sale; verifying the estimate made by Natixis of the gains and losses onV disposals less the estimated costs of the sale, as well as their recognition under gains and losses on other assets; lastly, assessing the appropriateness of the information providedV on these transactions and their accounting treatment in the notes to the consolidated financial statements.
Parent company financial statements and notes 413NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
State-guaranteed loans1.2.2 State-guaranteed loans (SGLs) are a support measure enacted through Article 6 of the 2020 French Finance Law No. 2020-289 of March 23, 2020 and by the order of the Minister of the Economy and Finance of March 23, 2020 granting a government guarantee to lending institutions and financing companies effective March 16, 2020 by the French government in order to address the cash flow needs of companies affected by the Covid-19 health crisis. The characteristics of the SGLs (purpose, interest) are the same for all banks.
Commitments not yet drawn amount to €75 million, all of which concern the press and publishing sector.
Loans for which there is an identified credit risk, regardless of any guarantees, which makes it probable that Natixis will be unable to recover all or part of the amount owed by the counterparty under the terms and conditions of the loan agreement, are considered to be non-performing. In particular, loans that include payments over three months overdue are classified as non-performing loans.
Plans settled in shares are recognized in accordance with French Accounting Committee (CRC) regulation No. 2008-15, which provides for the recognition of a liability where there is the likelihood or the certainty that the obligation to grant shares generates an outflow in settlement without an offsetting provision: if the granting involves the issue of new shares, Natixis incurs noV outflow and, as a result, no expense is recognized; if the granting involves the repurchase of shares or the granting ofV existing shares, an outflow will be recognized when the shares are issued to employees, without an offsetting provision. A provision is then set aside taking account of the entry cost of the shares or the share price on the balance sheet date if the shares have not yet been purchased and the probable number of shares granted to employees. The expense is recognized in stages over the vesting period.
Parent company financial statements and notes 427NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
NATIXIS INVESTMENT MANAGERS 43 AV PIERRE-MENDÈS-FRANCE 75013 Paris NC 237,087 EUR 5,117,836 EUR 100.00%
Parent company financial statements and notes 437NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Change in obligation taken to income (1) 3 2 52 56 (3) (16) 0 (25) (44)
Natixis issued perpetual deeply subordinated notes which offer unit-holders fixed rate or variable rate income and which may be redeemed at the end of a set period and then at each coupon anniversary date. In the event of non-redemption at the end of this period, for some of these issues, a variable coupon indexed to the Euribor or Libor will be paid.
Interest and similar income and expenses 471 228 121 218 4 1,042 381 268 (184) 351 2 818
additional valuation adjustments made, to reflect certain market,V counterparty or liquidity risks.
In addition to the control procedures followed by the Finance Departments responsible for preparing individual or consolidated accounts, the quality of accounting controls is verified by: inspections carried out by the banking supervisory authorities;V
Managing our direct 6.6 environmental impact 511 Sustainable real estate6.6.1 511
“Relance” label for the “Insertion Emploi Dynamique” fund managed by Mirova 5,000 people working out of France, the majority employed locally
Maintaining jobs without recourse to short-time working during the COVID-19 health crisis
ESG issues are systematically analyzed by Vauban Infrastructure Partners across all assets. This analysis is carried out in line with the sustainable development Goals in order to address the risks and opportunities related to these challenges. SDG-related indicators have been defined according to the specific nature of each asset, on the basis of which action plans are put in place at the level of the companies involved.
Clients3. 6.4 Business line contributions to green and sustainable growth 6.4.1 Sustainable growth: financing the transformation in society 6.4.2.1 GWF: an innovative solution for a greener loan book
When monitoring investments, Alliance Entreprendre is committed to supporting and advancing investments on ESG topics through regular discussions with senior executives, particularly within governance bodies (Supervisory Board, Board of Directors, etc.).
Natixis offers a range of SRI and solidarity-based employee savings plans via Natixis Interépargne, a pioneer in responsible, solidarity-based employee savings. Natixis Interépargne was the first company to offer its customers responsible and solidarity employee share ownership plans (SRI and Finansol certified respectively), even before it was legally required to do so.
The Green Weighting Factor (GWF) is a unique proprietary tool developed by Natixis in order to achieve several objectives: accelerate its transition to sustainable finance, integrate climate transition risk systematically in its financing activities, monitor its climate alignment, and eventually prepare for upcoming climate regulation.
Natixis is a leading bank in the financing of environmental the capacity to supply approximately 80,000 households with energy. infrastructure(1). In particular, in 2020 it supported the financing of a Natixis acted as lead manager and hedging bank for the financing of Newhurst waste-to-energy plant in England. The facility can burn up the project. to 350,000 tons of non-recyclable residual waste per year and has 2020 KEY EVENT
As well as green bond issuance, since 2018, Natixis has also offered two types of green or sustainable loans: loans earmarked to finance environment-related projects (term loans called “green loans”) and syndicated loans meeting ESG criteria (green revolving credit facilities or green RCF called “sustainability-linked loans” or “ESG-linked loans”). 31 transactions were completed in 2020. In addition, in 2020 Natixis structured two green REPOs for the first time.
This product is offered in partnership with the insurer Groupama, Natixis acting as issuer and the social bonds being distributed by Groupama.
For this product, Natixis received the investment bank of the year in the “Equity products” category at the Banker Awards 2020.
The carbon intensity is calculated on 63% of the assets under management by MSCI and amounts to 108 t eCO2/million euros of revenues. Since the end of 2020, DNCA assesses, with a different methodology, the temperature of all of its investments in partnership with the CDP. The objective is to take stock of the on-Board climate risks and to steer a gradual alignment of all investments in accordance with the Paris Agreement.
In 2020 Ossiam continued to work towards alignment with the Paris Agreement, with several notable advances: the first low-carbon sovereign bond fund was launched in 2020:V while sovereign bonds generally constitute an essential part of asset allocation in European institutional portfolios, the principles of reducing carbon emissions are expected to be the case are more difficult to implement on this type of asset. By building a portfolio that favors countries that emit less carbon per capita, Ossiam supports its contribution to the energy transition in Europe; Ossiam has rolled out a new ESG voting policy that applies to allV assets under management and systematically includes a climate component: it makes it possible to vote against the members of the Board of Directors or the approval of the financial statements if the disclosure of the financial statements. information or measures taken seem insufficient with regard to climate risk; work on the temperature trajectory of the portfolios was initiated inV 2020 and will be completed in 2021. This work is part of the reinforcement of Ossiam’s commitment to play its role in terms of the climate, as many ESG funds are also low-carbon funds.
The GHG emissions of these portfolios were down by 2.1% in 2019 compared to the previous year.
In 2020, Natixis Assurances achieved its target in October, and more than €880 million were invested in green assets during the year. With this policy, Natixis Assurances intends to encourage and give priority to companies that contribute to the energy and ecological transition. Its commitment covers all its investment portfolios (excluding unit-linked policies).
Natixis has been a signatory of the act4nature international initiative since 2018, led by the association Entreprises pour l’Environnement (EpE). In this context, it has (4) committed to the ten collective commitments of the initiative, and to communicate individual commitments. www.act4nature.com. (french only)(5)
As defined in the Equator Principles.(1) IFC Performance Standard 6: biodiversity conservation and sustainable management of living natural resources.(2)
In response to the depletion of natural capital and land degradation as global issues (relating to food security, human life and ecosystems), the Land Degradation Neutrality (LDN) Fund is an example of the type of innovative public-private partnerships needed to finance the SDGs. The Fund was created by the United Nations(1) and Mirova as a source of transformative capital bringing together public and private investors to fund triple bottom line (economic, social and financial) projects that contribute to Land Degradation Neutrality. The LDN Fund will invest in three crucial sectors: sustainable agriculture, sustainable forestry, and other projects such as green infrastructure or ecotourism as opportunities arise.
Natixis announces its withdrawal from the shale oil and gas industries On May 18, 2020, Natixis completed its policy by committing to no longer finance any shale oil and gas exploration and production projects worldwide. In addition, Natixis will no longer finance companies whose business is more than 25% based on the exploration and production of shale oil and gas.
Managing environmental, social and governance risks 505NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
This campaign, led by Ernst & Young experts, brought together nearly 750 employees who were trained in ESG risks in the business sectors in which they operate.
Early warning systems are essential to be able to anticipate and respond quickly to risks and dangerous situations. To allow this, security managers can now access an early warning system on the internet that analyzes safety and security risks arising from geopolitical events.
The specific situation related to COVID-19 in 2020 directly impacted the energy consumption of buildings: an increase in consumption: the legal obligation to constantlyV renew the air in air-conditioned buildings leads to the permanent operation of air renewal systems that were previously only triggered on an ad hoc basis. In addition, the continuous injection of outdoor air requires that the heating or air conditioning systems be operated to regulate the temperatures; a reduction in consumption: as employees have benefited greatlyV from remote working, the real estate portfolio has been rationalized (closure of certain buildings, adapted configuration of the remaining buildings), resulting in a reduction in the energy consumption of Natixis buildings. It should be noted that this decrease is qualified by the transfer of energy consumption to the homes of employees, which Natixis is unable to assess.
Furniture that is not reused internally is entrusted to social and solidarity economy companies for reuse. End-of-life professional furniture is transported to a processing center for energy recovery or recycling.
Data not restated for transfers and restructuring between business lines between 2018 and 2019.(a) Including French overseas departments and territories.(b) Managed Scope means all Natixis and its subsidiaries** worldwide for which personal data is available in HR Information Systems, excluding Fintechs (2) of the Payments division.
An Intranet platform, My Purple Career, dedicated to mobility, offers employees a wide range of content on career management and career paths: business line information, advice, testimonials, etc.
Internal transfers are recorded by country/region of arrival. Employee mobility rate for the geographic area. New calculation formula; no data available in 2018 due to business transfers in 2019. Incoming mobility in the geographic area with regard to all recruitment and inward mobility in the geographical area. New indicator; no data available in 2018 due to business transfers in 2019.
Natixis is also included in the Glassdoor ranking of the top 25 employers in France, which lists the best-rated companies by their employees on topics such as work-life balance, career opportunities and workplace atmosphere within teams. Natixis remains the only financial institution to be included in the ranking.
Natixis is the first bank in the ranking of women in SBF 120 governing bodies, conducted by the State Secretariat for Gender Equality.
In Madrid, Natixis has strengthened its partnership with the non-profit organization Caritas to support a solidarity-based supermarket, Tres Olivos, which helps disadvantaged families (basic goods are subsidized to cost 80% less than usual market prices). The supermarket benefits from regular payroll donations from about thirty Natixis employees in Madrid whose contributions are matched by the company, and a fundraising campaign was also organized for the fight against COVID-19.
Asset & Wealth Management: MV Credit Partners LLP (31 employees at 31/12/2020),V
We completed the work needed to assess the Report’s compliance with regulatory requirements and the sincerity of the Information reported: we familiarized ourselves with the activity of all the companiesV included in the scope of consolidation and the description of the main risks; we assessed the appropriate nature of the Standard in terms of itsV relevance, completeness, reliability, objectivity, and comprehensible nature, taking best practices in the sector into consideration, where applicable; we verified that the Report includes each category of informationV required under section III of Article L.225-102-1 regarding social and environmental risks as well as paragraph 2 of Article L.22-10-36 on respect for human rights and the fight against corruption and tax evasion; we verified that the Report includes the information provided for inV section II of Article R.225-105, where relevant in terms of the main risks, and includes, where appropriate, an explanation of the reasons for the absence of information required under paragraph 2 of section III of Article L.225-102-1; we verified that the Report describes the company’s businessV model and a description of the main risks arising from the activities of all entities included in the scope of consolidation, including, where relevant and reasonable, the risks created by its business relationships, its products and services and its policies, actions and results, including key performance indicators;
At December 31, 2020, Natixis’ main shareholders were as follows: % capital % voting rights
Information relating to the use of the share buyback program communicated to the General Shareholders’ Meeting pursuant to Article L.225-211 of the French Commercial Code: The following information concerns the use of the share buyback program for the period from January 1 to December 31, 2020.
As a result, by decison of July 28, 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 €168,011.20 via the issue of 105,007 new shares with a par value of €1.60, thus bringing the Company’s share capital from €5,049,354,392 to €5,049,522,403.20.
Agreements submitted for the approval of the General Shareholders’ Meeting 584
In line with the provisions of Article 5 of the bylaws, the Company conferring immediately, or in the future, the right to vote at may, subject to the conditions provided for by the laws and Shareholders’ Meetings, notably their identity, nationality, address, regulations in force, request from any authorized organization or the number of shares that they own and the restrictions that may be intermediary, all information relating to the holders of shares placed on these shares.
Any individual or legal entity that directly or indirectly owns, alone or jointly, a 1% share of the voting rights or any multiple of this percentage, must notify the Company, by registered letter with acknowledgement of receipt, of the number of voting rights that they possess. This notice must be made within a period of 15 days following each acquisition or sale of this fraction. Major holding notifications must be sent to Natixis’ Investor Relations (30 avenue Pierre Mendès-France - 75013 Paris).
Comments on the parent company and consolidated financial statements are detailed in Natixis’ 2020 Universal Registration Document.
The third resolution proposes (i) to pay a dividend per share of €0.06 (six euro cents), charged in full against distributable earnings for fiscal year 2020, and (ii) to allocate the remaining distributable earnings to retained earnings.
The dividend would be detached from the share on June 2, 2021 and paid from June 4, 2021.
The purpose of the fourth resolution is to approve the Statutory Auditors’ special report on the related-party agreements referred to in Articles L.225-38 et seq. of the French Commercial Code. It should be noted that in the context of a company’s business, agreements may be concluded directly or indirectly between it and another company with which it has common executive officers, or even between the company and its executive officers or with a shareholder holding more than 10% of the capital. To prevent potential conflicts of interest, these agreements are subject to prior authorization by the Board of Directors, and must be approved by the General Shareholders’ Meeting, after the presentation of the Statutory Auditors’ special report, which is the subject of the fourth resolution.
This partnership agreement, signed on June 28, 2020, is submitted for approval to the General Shareholders’ Meeting of May 28, 2021.
Combined General Shareholders’ Meeting of May 28, 2021 563NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
These delegations of authority supersede, if applicable, any unused portion of any delegations with the same purpose and which may have been granted previously.
A summary table hereafter presents for each of these delegations, their terms, the applicable ceilings and the possible uses.
Ceiling fifty (50) V million euros Issue to be charged V against the Global cap*
Related-party agreement 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”). These agreements are those concluded, either directly or through an intermediary, between the Company and the following persons: its Chief Executive Officer;V one of its Deputy Chief Executive Officers;V one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, V if it is a corporate shareholder, the Company that controls it within the meaning of Article L.233-3 of the French Commercial Code.
Combined General Shareholders’ Meeting of May 28, 2021 571NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com
Based on the share capital as of December 31, 2020, on the assumption that no treasury stock existed on that date and without taking into account any shares with immediate dividend rights created after December 31, 2020, distributable earnings will be allocated as follows: Dividend €189,357,090.12
Fifteenth resolution: Renewal of the term of office of Nicolas de Tavernost
resolves that the issue(s) will be reserved by preference forV shareholders who may subscribe on an irreducible basis in proportion to the number of shares then owned by them, acknowledges that the Board of Directors has the right toV institute a subscription right with over-subscription privileges, acknowledges that this delegation of authority automaticallyV entails, in favor of the holders of the securities issued giving access to the shares to be issued by the Company, a waiver by the shareholders of their preferential subscription rights to the shares to which these securities will grant. rights immediately or in the future, acknowledges that if the security issued is a security that isV not a capital security 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, the shareholders of the Company hold The Company have no subscription rights to the securities thus issued, notes that, in accordance with Article L.225-134 of the FrenchV Commercial Code, if the statutory subscriptions and, where applicable, over-subscription privileges have not absorbed the entire capital increase, the Board of Directors may use one of the following options under the conditions provided for by law and in the order it determines: limit the capital increase to the amount of theV subscriptions provided that this amounts to at least three-quarters of the increase decided, freely distribute all or part of the shares or, in the case ofV securities giving access to the share capital, the aforementioned securities whose issue has been decided but not subscribed,
Combined General Shareholders’ Meeting of May 28, 2021 577NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com it being specified that shares and other securities may be subscribed either in cash or by offsetting receivables, or by incorporation of reserves, profits or premiums. These securities may in particular be issued in order to remunerate securities contributed to the Company as part of an exchange offer carried out in France or abroad according to local rules (for example an Anglo-Saxon reverse merger) on securities meeting the conditions set out in Article L.22-10-54 of the French Commercial Code; 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 by the Company following the issue, by companies in which the Company owns, directly or indirectly, more than half of the share capital in securities giving access to shares to be issued by the Company.
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 shall have full powers, with11) 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,
8 GENERAL SHAREHOLDERS’ MEETINGSCombined General Shareholders’ Meeting of May 28, 2021 578 NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020 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 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, option 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, 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, in the event of the issuance of securities for the purpose ofV remunerating securities tendered as part of a public offer with an exchange component (OPE), drawing up the list of securities tendered to the exchange, setting the terms and conditions of the issue, the exchange ratio as well as, where applicable, the amount of the cash balance to be paid without the pricing terms of paragraph 10 of this resolution being applied and determining the terms and conditions of the issue as part of a public exchange offer, an alternative purchase or exchange offer, or a single offer proposing the purchase or exchange of the securities in question for a settlement in securities and in cash, either through a public tender offer (OPA) or exchange offer on a principal basis, together with a public tender offer or a subsidiary takeover bid, or any other form of public offer in accordance with the law. and the regulations applicable to said public offer, 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 award of free shares, division or consolidation of securities, distribution of reserves or any other assets, amortization of capital, or any other transaction involving 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 shares will be ensured, where 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; Decides that this delegation of authority supersedes, from this12) 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 28th resolution.
Twenty-third resolution: Delegation of authority to be given to the Board of Directors to 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, with cancelation of preferential subscription rights
Combined General Shareholders’ Meeting of May 28, 2021 581NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com record the completion of each capital increase and make theV corresponding amendments to the bylaws, in general, take all measures and carry out all formalitiesV necessary for the issue, listing and financial servicing of the securities issued under this delegation and for the exercise of the rights attached thereto; Sets at twenty-six (26) months, as from the date of this4) meeting, the period of validity of the delegation of authority covered by this resolution; Decides, as necessary, to cancel, in favor of the holders of5) equity securities or securities subject to contributions in kind, the preferential subscription rights of shareholders to the shares and securities thus issued; Decides that this delegation of authority supersedes, from this6) 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 30th resolution.
Combined General Shareholders’ Meeting of May 28, 2021 587NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020www.natixis.com on November 4, 2014, and then in a Memorandum of Understanding, as well as in various specific agreements referred to in that protocol (“the New Partnership Agreements”), which were authorized by the Board of Directors on February 18, 2015, and where the main provisions are as follows: Memorandum of Understanding between CNP Assurances, BPCE and Natixis The aim of this agreement is to: acknowledge the non-renewal of the Current Agreements;V
Corporate purpose (Article 2 of the bylaws): The corporate purpose, in France and elsewhere, comprises: the conduct of all banking business and related businesses as per the banking law;V
A joint stock company (société anonyme) with a Board of Directors and share capital of €5,052,644,851.20.
Article 14 – Senior Management procedures The Company’s management is the responsibility of either the Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors bearing the title of Chief Executive Officer.
Item 8.5 Information regarding the anticipated sources of funds needed to fulfil commitments referred to in item 5.7.2. of annex 1
The information is available at the following link: document-rpaz5_114884.html the parent company and consolidated financial statements for theV year ended December 31, 2018, presented respectively on pages 403 to 441 and 241 to 394, the Statutory Auditors’ reports thereon, respectively pages 442 to 446 and 395 to 402 of the Registration Document filed with the AMF on March 15, 2019 under number D.19-0154.
Afep-Medef French Association of Private Sector Companies - French Business Confederation (Association Française des Entreprises Privées - Mouvement des Entreprises de France).
IRB Internal-ratings based, refers to the Internal Ratings-Based Approach, the measurement of credit risk on the basis of credit ratings as defined by EU regulations.
LTRO Long Term Refinancing Operation. Long-term loans granted to banks by the ECB.
OCI Other Comprehensive Income, contains the income and expense items (including reclassification adjustments) not included in net income/loss as required or authorized by the IFRS.
OFR Own Funds Requirement: the amount of capital that is required to be held, i.e. 8% of risk-weighted assets (RWA).
RMBS Residential Mortgage-Backed Security, i.e. a debt security backed by a pool of assets consisting of residential mortgage loans.